HG Holdings, Inc. - Quarter Report: 2005 October (Form 10-Q)

Q3-2005 Form 10-Q

UNITED STATES

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 October 1, 2005

[ ]

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 incorporation or organization)			(I.R.S. Employer Identification No.)

1641 Fairystone Park Highway, Stanleytown, Virginia 24168

(Address of principal executive offices, Zip Code)

(276) 627- 2000

(Registrant’s telephone number, including area code)

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 X No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No X

As of October 1, 2005, 12,834,160 shares of common stock of Stanley Furniture Company, Inc., par value $.02 per share were outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(unaudited)
	October 1,			December 31,
	2005			2004
ASSETS
Current assets:
Cash	$	19,313		$	7,632
Accounts receivable, less allowances of $2,308 and $1,961		41,098			36,036
Inventories:
Finished goods		53,102			52,646
Work-in-process		9,025			8,449
Raw materials		10,649			12,563
Total inventories		72,776			73,658

Prepaid expenses and other current assets		1,007			1,585
Deferred income taxes		2,521			2,414
Total current assets		136,715			121,325

Property, plant and equipment, net		50,970			51,342
Goodwill		9,072			9,072
Other assets		7,726			7,149
Total assets	$	204,483		$	188,888

LIABILITIES
Current liabilities:
Current maturities of long-term debt	$	2,857		$	4,257
Accounts payable		18,963			16,056
Accrued salaries, wages and benefits		12,630			10,573
Other accrued expenses		2,478			1,872
Total current liabilities		36,928			32,758

Long-term debt, exclusive of current maturities		10,000			11,428
Deferred income taxes		10,325			10,742
Other long-term liabilities		6,580			6,695
Total liabilities		63,833			61,623

STOCKHOLDERS’ EQUITY
Common stock, $.02 par value, 25,000,000 shares authorized 12,834,160 and 12,830,004 shares issued and outstanding		257			257
Capital in excess of par value		8,533			10,207
Retained earnings		132,011			116,952
Accumulated other comprehensive loss		(151	)		(151	)
Total stockholders’ equity		140,650			127,265
Total liabilities and stockholders’ equity	$	204,483		$	188,888

The accompanying notes are an integral part of the consolidated financial statements.

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(in thousands, except per share data)

	Three Months				Nine Months
	Ended				Ended
	October September				October September
	1, 2005		25, 2004		1, 2005		25, 2004

Net sales	$	85,615	$	78,803	$	252,200	$	222,546

Cost of sales		65,131		59,389		190,619		167,665

Gross profit		20,484		19,414		61,581		54,881

Selling, general and administrative expenses		11,106		10,636		33,396		29,592

Operating income		9,378		8,778		28,185		25,289

Other income, net		71		50		190		145
Interest income		96		4		250		21
Interest expense		548		588		1,663		1,808

Income before income taxes		8,997		8,244		26,962		23,647

Income taxes		3,195		2,959		9,573		8,544

Net income	$	5,802	$	5,285	$	17,389	$	15,103

Earnings per share:

Basic	$	.45	$	.42	$	1.35	$	1.21
Diluted	$	.44	$	.40	$	1.31	$	1.16

Weighted average shares outstanding:

Basic		12,811		12,569		12,886		12,499
Diluted		13,198		13,100		13,294		13,019

Cash dividend declared per common share	$	.06	$	.05	$	.18	$	.15

The accompanying notes are an integral part of the consolidated financial statements.

STANLEY FURNITURE COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(unaudited)

(in thousands)

	Nine Months Ended
	October			September
	1, 2005			25, 2004
Cash flows from operating activities:
Cash received from customers	$	247,093		$	212,934
Cash paid to suppliers and employees		(214,001	)		(198,687	)
Interest paid, net		(1,431	)		(1,791	)
Income taxes paid, net		(8,447	)		(7,748	)
Net cash provided by operating activities		23,214			4,708

Cash flows from investing activities:
Capital expenditures		(3,791	)		(402	)
Purchase of other assets		(33	)		(119	)
Net cash used by investing activities		(3,824	)		(521	)

Cash flows from financing activities:
Repayment of senior notes		(2,828	)		(5,586	)
Purchase and retirement of common stock		(9,996	)
Proceeds from insurance policy loans		1,110			993
Dividends paid		(2,330	)		(1,876	)
Proceeds from exercised stock options		6,335			1,944
Net cash used by financing activities		(7,709	)		(4,525	)

Net increase in cash		11,681			(338	)
Cash at beginning of period		7,632			2,509
Cash at end of period	$	19,313		$	2,171

Reconciliation of net income to net cash provided by operating activities:
Net income	$	17,389		$	15,103
Depreciation		4,228			4,230
Deferred income taxes		(524	)		(1,822	)
Changes in assets and liabilities:
Accounts receivable		(5,062	)		(10,058	)
Inventories		882			(17,727	)
Prepaid expenses and other current assets		(1,085	)		1,260
Accounts payable		2,907			6,957
Accrued salaries, wages and benefits		2,301			4,663
Other accrued expenses		2,349			1,294
Other assets		(56	)		(205	)
Other long-term liabilities		(115	)		1,013
Net cash provided by operating activities	$	23,214		$	4,708

The accompanying notes are an integral part of the consolidated financial statements.

STANLEY FURNITURE COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

1.	Preparation of Interim Unaudited Consolidated Financial Statements

The consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, 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 amounts in 2004 have been reclassified to conform to the 2005 presentation. 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, we believe 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 consolidated financial statements be read in conjunction with the consolidated financial statements and accompanying notes included in our latest Annual Report on Form 10-K.

On April 26, 2005, the Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend distributed on June 6, 2005. All share and per share amounts for all periods presented have been adjusted to reflect the stock split. At the April 26, 2005 stockholders meeting, stockholders approved an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of common stock from 10 million to 25 million.

2.	Stock Compensation

We apply the provisions of Accounting Principles Board Opinion No. 25 in accounting for our stock options and no compensation cost has been recognized in the financial statements. Had we determined compensation cost based on the fair value method as defined in Statement of Financial Accounting Standards (SFAS) No. 123, and as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS Statement No. 123”, the impact on our net earnings on a pro forma basis is indicated below:

	Three Months				Nine Months
	Ended				Ended
	October		September		October		September
	1, 2005		25, 2004		1, 2005		25, 2004
Net income as reported	$	5,802	$	5,285	$	17,389	$	15,103
Deduct:Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		18		452		495		1,350
Pro forma net income	$	5,784	$	4,833	$	16,894	$	13,753

Earnings per share:
Basic - as reported	$	0.45	$	0.42	$	1.35	$	1.21
Basic - pro forma	$	0.45	$	0.38	$	1.31	$	1.10

Diluted - as reported	$	0.44	$	0.40	$	1.31	$	1.16
Diluted - pro forma	$	0.44	$	0.37	$	1.27	$	1.07

3. Property, Plant and Equipment

	October 1,		December 31,
	2005		2004
Land and buildings	$	38,823	$	38,775
Machinery and equipment		75,756		74,846
Office furniture and equipment		5,108		2,386
Property, plant and equipment, at cost		119,687		116,007
Less accumulated depreciation		68,717		64,665
Property, plant and equipment, net	$	50,970	$	51,342

4. Debt

	October 1,		December 31,
	2005		2004
7.57% senior note due through June 30, 2005			$	1,400
7.43% senior notes due through November 18, 2007	$	4,285		4,285
6.94% senior notes due through May 3, 2011		8,572		10,000
Total		12,857		15,685
Less current maturities		2,857		4,257
Long-term debt, exclusive of current maturities	$	10,000	$	11,428

5.	Employee Benefits Plans

Components of pension cost:

	Three Months						Nine Months
	Ended						Ended
	October			September			October			September
	1, 2005			25, 2004			1, 2005			25, 2004
Interest cost	$	230		$	243		$	715		$	730
Expected return on plan assets		(248	)		(242	)		(761	)		(726	)
Net amortization and deferral		106			115			328			345
Net cost		88			116			282			349
Settlement expense		286			143			859			578
Total expense	$	374		$	259		$	1,141		$	927

The Plan is fully funded; therefore, no contributions are required to be deposited in 2005. However, we made a discretionary contribution of $1.5 million in the third quarter of 2005.

Components of other postretirement benefit cost:

		Three Months Ended				Nine Months Ended
		October 1,		September		October		September
		2005		25, 2005		1, 2005		25, 2005
Service cost	$	22	$	17	$	66	$	51
Interest cost		46		43		138		129
Amortization of transitions obligation		33		33		99		99
Amortization of net actuarial loss		17		10		51		30
Net periodic postretirement benefit cost	$	118	$	103	$	354	$	309

6.	Stockholders’ Equity

Basic earnings per common share are based upon the weighted average shares outstanding. Outstanding stock options are treated as potential common stock for purposes of computing diluted earnings per share. Basic and diluted earnings per share are calculated using the following share data:

Three Months

Nine Months

Ended

October

September

October

September

1, 2005

25, 2004

1, 2005

25, 2004

Weighted average shares outstanding

for basic calculation

12,811

12,569

12,886

12,499

Add: Effect of dilutive stock options

387

531

408

520

Weighted average shares outstanding,

adjusted for diluted calculation

13,198

13,100

13,294

13,019

A reconciliation of the activity in Stockholders’ Equity accounts for the quarter ended October 1, 2005

is as follows:

Accumulated

Capital in

Other

Common

Excess of

Retained

Comprehensive

Stock

Par Value

Earnings

Loss

Balance, December 31, 2004

257

10,207

116,952

(151

)

Net income

17,389

Exercise of stock options

6,329

Tax benefit on exercise of stock options

1,743

Stock repurchases

)

(9,990

)

Stock awards

244

Cash dividends paid, $.18 per share

(2,330)

Balance, October 1, 2005

257

8,533

132,011

(151

)

7.	New Accounting Standards

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, “Inventory Costs”. The new Statement amends Accounting Research Bulletin No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. This statement is effective for fiscal years beginning after June 15, 2005. We do not expect adoption of this statement to have a material impact on our financial condition or results of operations.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment. This Statement replaces FASB Statement No. 123 and supersedes APB Opinion No. 25. Statement No. 123(R) will require the fair value of all stock option awards issued to employees to be recorded as an expense over the related vesting period. The Statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding at the date of adoption. We are evaluating these new rules, but expect no material impact upon adoption relating to outstanding options since a majority of the awards under the existing incentive stock option plan will be fully vested prior to the effective date of the revised rules. The Securities and Exchange Commission has ruled that FAS 123(R) is now effective for public companies for annual, rather than interim, periods that began after June 15, 2005.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The execution of our blended strategy of combining domestic manufacturing capabilities with an offshore sourcing program continues to produce positive results. We incorporate selected imported component parts and finished items in our product line to lower cost, provide design flexibility and offer a better value to our customers. Sourced product represented approximately 32% of sales during the nine months of 2005 compared to 27% in 2004. We anticipate sourced product to approximate this level for the remainder of 2005.

Our manufacturing plants have operated at approximately 75% of their estimated capacity during the first nine months of 2005. We are maintaining our manufacturing capacity at current levels to provide protective capacity for improved demand. We will continue to evaluate our manufacturing capacity needs considering offshore sourcing opportunities, current and anticipated demand for our products, overall market conditions and other factors we consider relevant. Should capacity reductions become necessary, this could cause asset impairment or other restructuring charges in the future.

The following table sets forth the percentage relationship to net sales of certain items included in the Consolidated Statements of Income.

	Three Months				Nine Months
	Ended				Ended
	October		September		October		September
	1, 2005		25, 2004		1, 2005		25, 2004
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	76.1		75.4		75.6		75.3
Gross profit	23.9		24.6		24.4		24.7
Selling, general and administrative expenses	13.0		13.5		13.2		13.3
Operating income	11.0		11.1		11.2		11.4
Other income, net	.1		.1		.1		.1
Interest income	.1				.1
Interest expense	.6		.7		.7		.8
Income before income taxes	10.5		10.5		10.7		10.6
Income taxes	3.7		3.8		3.8		3.8
Net income	6.8	%	6.7	%	6.9	%	6.8	%

Net sales increased $6.8 million, or 8.6%, for the three month period ended October 1, 2005, from the comparable 2004 period. For the nine month period of 2005, net sales increased $ 29.7 million, or 13.3% from the 2004 nine month period. The increase was due to higher average selling prices and higher unit volume. Industry sales growth appears to have slowed during the nine months of 2005 compared to the trends reported in 2004.

Gross profit margins for the three and nine month periods of 2005 were 23.9% and 24.4%, respectively compared to 24.6% and 24.7% for the three and nine month periods of 2004. Gross profit margins were negatively impacted by inflation in raw materials, wages, employee benefits, energy, freight costs and tariffs imposed on wooden bedroom furniture imported from China. Operational inefficiencies and lower production levels in the third quarter of 2005 compared to the prior year period also contributed to the lower gross profit margins. Partially offsetting these higher costs were increased selling prices. While we expect the operating efficiencies to improve, we also anticipate lower production levels in the fourth quarter of 2005 versus the comparable prior year period. We continue to experience inflationary pressures in raw materials, compensation cost, energy and freight costs.

Selling, general and administrative expenses for the three and nine month periods of 2005 as a percentage of net sales were 13.0% and 13.2%, respectively compared to 13.5% and 13.3% for the comparable 2004 periods. Selling, general and administrative expenditures increased $470,000 and $3.8 million for the three and nine month periods of 2005, respectively, primarily as a result of higher selling expenses directly attributable to the increase in sales and additional warehousing expense. Also contributing to the lower selling, general and administrative expenses in the 2004 periods was a reversal of bad debt expense, as a result of a decrease in accounts receivable from certain customers experiencing financial difficulties.

As a result of the above, operating income as a percentage of net sales was 11.0% and 11.2% for the three and nine month periods of 2005, respectively compared to 11.1% and 11.4% for the comparable 2004 periods.

Interest expense for the three and nine month periods of 2005 decreased primarily due to lower average debt levels. Interest income increased during the 2005 periods due to higher amounts of cash.

The effective tax rate for 2005 is expected to be 35.5%, compared to 36.1% for the total year 2004. The decrease in the effective tax rate is a result of the “American Jobs Creation Act of 2004” which allows for a deduction based on qualified domestic production activities. We expect a modest decline in our effective tax rate as this deduction is phased in over the next six years.

Financial Condition, Liquidity and Capital Resources

Our sources of liquidity include cash on hand, cash from operations and amounts available under a $25.0 million credit facility. These sources have been adequate for day-to-day expenditures, debt payments, purchases of our stock, capital expenditures and payment of cash dividends to stockholders. We expect these sources of liquidity to continue to be adequate for the future.

Working capital, excluding cash and current maturities of long-term debt, decreased $1.9 million during the first nine months of 2005 to $83.3 million from $85.2 million at year end. The decrease was primarily due to lower inventories and an increase in accounts payable; partially offset by an increase in accounts receivable resulting from higher sales.

Cash generated from operations was $23.2 million in the first nine months of 2005 compared to $4.7 million in the 2004 period. The increase was due to higher receipts from customers due to higher sales, partially offset by higher payments to suppliers and employees primarily to fund higher production, increased purchases of sourced product and higher selling and administrative expenses.

Net cash used by investing activities was $3.8 million in the 2005 period compared to $521,000 in 2004 and consisted of normal capital expenditures. Over the past three years, capital expenditures were lower due to the relocation of a significant portion of machinery and equipment from a closed facility to other facilities in lieu of normal replacements. Capital expenditures for 2005 have returned to more historic levels and are anticipated to be approximately $6.0 million. As both our sales and the proportion of sourced goods increased, our need for additional warehouse space has increased. We are currently renting space to accommodate our needs, but continue to evaluate long-term solutions which could result in additional future capital expenditures.

Net cash used by financing activities was $7.7 million in the 2005 period compared to $4.5 million in the 2004 period. In the 2005 period, cash from operations and proceeds from the exercise of stock options provided funds for the purchase and retirement of our common stock, senior debt payments and cash dividends. During the first nine months of 2005, $10.0 million was used to purchase 473,000 shares of our common stock in the open market at an average price of $21.11. Approximately $20.2 million is currently authorized by our Board of Directors to repurchase shares of our common stock. In the 2004 period, cash from operations provided funds for senior debt payments and cash dividends.

At October 1, 2005, long-term debt including current maturities was $12.9 million. Debt service requirements are $1.4 million remaining in 2005, $2.9 million in both 2006 and 2007 and $1.4 million in both 2008 and 2009. As of October 1, 2005, approximately $25.0 million of additional borrowings were available under the revolving credit facility and cash on hand was $19.3 million.

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, our success in executing a blended strategy of combining offshore sourcing and domestic manufacturing, disruptions in offshore sourcing including those arising from supply or distribution disruptions or changes in political or economic conditions affecting the countries from which we obtain offshore sourcing, international trade policies of the United States and countries from which we obtain sourcing, the cyclical nature of the furniture industry, fluctuations in the price for lumber which is the most significant raw material used, fluctuations in foreign freight cost, credit exposure to customers, capital costs and general economic conditions. Any forward looking statement speaks only as of the date of this filing, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise.

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Our revolving credit facility bears interest at a variable rate; therefore, changes in prevailing interest rates impact our borrowing costs. A one-percentage point fluctuation in market interest rates would not have a material impact on earnings during the first nine months of 2005.

None of our foreign sales or purchases are denominated in foreign currency and we do not have any foreign currency hedging transactions.

ITEM 4.

Controls and Procedures

(a)

Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

(b)	Changes in internal controls over financial reporting. There were no changes in our internal control over financial reporting that occurred during the third quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

				Maximum number (or
			Total number of	approximate dollar
	Total		shares purchased	value) of shares that
	number of	Average	as part of publicly	may yet be purchased
	shares	price paid	announced plans	under the plans or
Period	purchased	per share	or programs	programs (a)

July 3 to August 6, 2005				$10,200,000
August 7 to September 3, 2005				$10,200,000
September 4 to October 1, 2005	86	$26.77	86	$10,200,000

Total	86	$26.77	86

(a)

On both April 27, 2005, and October 17, 2005, we announced that our Board of Directors increased our stock repurchase authorization by an additional $10 million, bringing the total amount authorized to $20.2 million. Consequently, we may purchase our common stock, from time to time, either directly or through agents, in the open market, through negotiated purchases or otherwise, at prices and on terms satisfactory to us.

Item 6.

Exhibits and Reports on Form 8-K

(a)

Exhibits

3.1	Restated Certificate of Incorporation of the Registrant as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q (Commission File No. 0-14938) for the quarter ended July 2, 2005).

3.2	By-laws of the Registrant as amended (incorporated by reference to Exhibit 3 to the Registrant’s Form 10-Q (Commission File No. 0-14938) for the quarter ended September 27, 2003).

31.1	Certification by Jeffrey R. Scheffer, our Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)

31.2	Certification by Douglas I. Payne, our Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1	Certification of Jeffrey R. Scheffer, our Chief Executive Officer, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (1)

32.2	Certification of Douglas I. Payne, our Chief Financial Officer, pursuant to 18 U. S. C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. (1)

(b)	Reports on Form 8-K

None

(1) 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.

Date: October 18, 2005		STANLEY FURNITURE COMPANY, INC.
		By: /s/ Douglas I. Payne
		Douglas I. Payne
		Executive V.P. - Finance & Administration and Secretary
		(Principal Financial and Accounting Officer)