Virginia
|
54-0251350
|
(State
or other jurisdiction of incorporation or
organization)
|
(IRS
employer identification no.)
|
Common
stock, no par value
|
11,864,983
|
(Class
of common stock)
|
(Number
of shares)
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Assets
|
||||||||
Current
assets
|
||||||||
Cash
and cash
equivalents
|
$ |
37,355
|
$ |
31,864
|
||||
Trade
accounts receivable, less
allowance for doubtful accounts
|
||||||||
of
$1,507 and $1,807 on each date
|
41,147
|
45,444
|
||||||
Inventories
|
51,321
|
68,139
|
||||||
Prepaid
expenses and other
current assets
|
2,941
|
4,357
|
||||||
Assets
held for
sale
|
2,272
|
|||||||
Total
current
assets
|
135,036
|
149,804
|
||||||
Property,
plant and equipment, net
|
25,737
|
29,215
|
||||||
Goodwill
|
2,396
|
2,396
|
||||||
Intangible
assets
|
4,796
|
4,415
|
||||||
Cash
surrender value of life insurance policies
|
12,419
|
11,458
|
||||||
Other
assets
|
3,432
|
4,011
|
||||||
Total
assets
|
$ |
183,816
|
$ |
201,299
|
||||
Liabilities
and Shareholders’ Equity
|
||||||||
Current
liabilities
|
||||||||
Trade
accounts
payable
|
$ |
11,899
|
$ |
11,251
|
||||
Accrued
salaries, wages and
benefits
|
6,191
|
6,189
|
||||||
Other
accrued
expenses
|
4,524
|
5,879
|
||||||
Current maturities of long-term debt
|
2,645
|
2,457
|
||||||
Total
current
liabilities
|
25,259
|
25,776
|
||||||
Long-term
debt, excluding current maturities
|
5,910
|
8,555
|
||||||
Deferred
compensation
|
5,051
|
3,924
|
||||||
Other
long-term liabilities
|
867
|
508
|
||||||
Total
liabilities
|
37,087
|
38,763
|
||||||
Shareholders’
equity
|
||||||||
Common
stock, no par value,
20,000 shares authorized,
|
||||||||
12,023
and
14,429 shares issued and outstanding on each
date
|
18,906
|
11,154
|
||||||
Unearned
ESOP shares, 2,377
shares on November 30, 2006
|
(14,835 | ) | ||||||
Retained
earnings
|
127,929
|
166,326
|
||||||
Accumulated
other comprehensive
loss
|
(106 | ) | (109 | ) | ||||
Total
shareholders’
equity
|
146,729
|
162,536
|
||||||
Total
liabilities and
shareholders’ equity
|
$ |
183,816
|
$ |
201,299
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
October
28,
|
November
30,
|
October
28,
|
November
30,
|
|||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
sales
|
$ |
83,768
|
$ |
90,987
|
$ |
234,503
|
$ |
264,687
|
||||||||
Cost
of
sales
|
57,132
|
63,017
|
162,788
|
186,451
|
||||||||||||
Gross
profit
|
26,636
|
27,970
|
71,715
|
78,236
|
||||||||||||
Selling
and administrative expenses
|
17,312
|
18,620
|
48,385
|
54,534
|
||||||||||||
Restructuring
and asset impairment charges
|
419
|
3,735
|
763
|
6,693
|
||||||||||||
Operating
income
|
8,905
|
5,615
|
22,567
|
17,009
|
||||||||||||
Other
income (expense), net
|
309
|
(261 | ) |
1,150
|
|
(90 | ) | |||||||||
Income
before income
taxes
|
9,214
|
5,354
|
23,717
|
16,919
|
||||||||||||
Income
taxes
|
3,303
|
1,818
|
8,662
|
6,341
|
||||||||||||
Net
income
|
$ |
5,911
|
$ |
3,536
|
$ |
15,055
|
$ |
10,578
|
||||||||
Earnings
per share:
|
||||||||||||||||
Basic
|
$ |
0.48
|
$ |
0.29
|
$ |
1.19
|
$ |
0.88
|
||||||||
Diluted
|
$ |
0.48
|
$ |
0.29
|
$ |
1.19
|
$ |
0.88
|
||||||||
Weighted
average shares outstanding:
|
||||||||||||||||
Basic
|
12,266
|
12,014
|
12,676
|
11,971
|
||||||||||||
Diluted
|
12,270
|
12,014
|
12,680
|
11,973
|
||||||||||||
Cash
dividends declared per share
|
$ |
0.10
|
$ |
0.08
|
$ |
0.30
|
$ |
0.24
|
Nine
Months Ended
|
||||||||
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Cash
flows from operating activities
|
||||||||
Cash
received from
customers.
|
$ |
234,868
|
$ |
263,877
|
||||
Cash
paid to suppliers and employees
|
(192,939 | ) | (244,689 | ) | ||||
Income
taxes paid, net
|
(10,188 | ) | (8,442 | ) | ||||
Interest
received (paid), net
|
977
|
(10 | ) | |||||
Net
cash provided by
operating activities
|
32,718
|
10,736
|
||||||
Cash
flows from investing activities
|
||||||||
Acquisition
of Sam Moore
Furniture, net of cash acquired
|
(10,571 | ) | ||||||
Purchase
of property, plant and
equipment
|
(1,514 | ) | (3,716 | ) | ||||
Proceeds
from the sale of property and equipment
|
2,129
|
2,516
|
||||||
Net
cash used in
investing activities
|
(9,956 | ) | (1,200 | ) | ||||
Cash
flows from financing activities
|
||||||||
Purchases
and retirement of common stock
|
(26,785 | ) | ||||||
Cash
dividends paid
|
(3,847 | ) | (2,855 | ) | ||||
Payments
on long-term debt
|
(1,860 | ) | (1,727 | ) | ||||
Net
cash used in
financing activities
|
(32,492 | ) | (4,582 | ) | ||||
Net
(decrease) increase in cash and cash equivalents
|
(9,730 | ) |
4,954
|
|||||
Cash
and cash equivalents at beginning of period
|
47,085
|
26,910
|
||||||
Cash
and cash equivalents at end of period
|
$ |
37,355
|
$ |
31,864
|
||||
Reconciliation
of net income to net cash provided
|
||||||||
by
operating
activities
|
||||||||
Net
income
|
$ |
15,055
|
$ |
10,578
|
||||
Depreciation
and
amortization
|
2,530
|
3,424
|
||||||
Non-cash
ESOP cost and restricted
stock awards
|
33
|
2,023
|
||||||
Restructuring
and asset impairment charges
|
763
|
6,693
|
||||||
Loss
on disposal of
property
|
2
|
|||||||
Provision
for doubtful
accounts
|
834
|
1,855
|
||||||
Deferred
income tax expense (benefit)
|
3,203
|
(3,639 | ) | |||||
Changes
in assets and liabilities, net of effect from acquisition:
|
||||||||
Trade
accounts
receivable
|
(505 | ) | (3,017 | ) | ||||
Inventories
|
16,261
|
(3,623 | ) | |||||
Prepaid
expenses and other
assets
|
(1,160 | ) | (1,766 | ) | ||||
Trade
accounts
payable
|
937
|
(4,412 | ) | |||||
Accrued
salaries, wages and
benefits
|
(1,211 | ) | (292 | ) | ||||
Accrued
income
taxes
|
(4,728 | ) |
1,538
|
|||||
Other
accrued
expenses
|
(139 | ) |
620
|
|||||
Other
long-term
liabilities
|
845
|
752
|
||||||
Net
cash provided by operating activities
|
$ |
32,718
|
$ |
10,736
|
Unearned
|
Accumulated
|
|||||||||||||||||||||||
ESOP
and
|
Other
|
Total
|
||||||||||||||||||||||
Common
Stock
|
Restricted
|
Retained
|
Comprehensive
|
Shareholders’
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Earnings
|
Loss
|
Equity
|
|||||||||||||||||||
Balance
at November 30, 2006
|
14,429
|
$ |
11,154
|
$ | (14,835 | ) | $ |
166,326
|
$ | (109 | ) | $ |
162,536
|
|||||||||||
Net
loss
|
(18,415 | ) | (18,415 | ) | ||||||||||||||||||||
Unrealized
gain on interest rate swap
|
40
|
40
|
||||||||||||||||||||||
Total
comprehensive loss
|
(18,375 | ) | ||||||||||||||||||||||
Restricted
stock grants
|
5
|
|||||||||||||||||||||||
Restricted
stock compensation cost
|
8
|
8
|
||||||||||||||||||||||
ESOP
termination
|
(1,165 | ) |
9,678
|
14,835
|
(6,372 | ) |
18,141
|
|||||||||||||||||
Balance
at January 28, 2007
|
13,269
|
20,840
|
141,539
|
(69 | ) |
162,310
|
||||||||||||||||||
Net
income
|
15,055
|
15,055
|
||||||||||||||||||||||
Unrealized
loss on interest rate swap
|
(37 | ) | (37 | ) | ||||||||||||||||||||
Total
comprehensive income
|
15,018
|
|||||||||||||||||||||||
Cash
dividends ($0.30 per share)
|
(3,847 | ) | (3,847 | ) | ||||||||||||||||||||
Restricted
stock compensation cost
|
33
|
33
|
||||||||||||||||||||||
Repurchases
of common stock
|
(1,246 | ) | (1,967 | ) | (24,818 | ) | (26,785 | ) | ||||||||||||||||
Balance
at October 28,
2007
|
12,023
|
$ |
18,906
|
$ | $ |
127,929
|
$ | (106 |
)
|
$ |
146,729
|
1.
|
Preparation
of Interim Financial
Statements
|
2.
|
Inventories
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Finished
furniture
|
$ |
52,667
|
$ |
68,396
|
||||
Furniture
in process
|
1,094
|
1,629
|
||||||
Materials
and supplies
|
8,686
|
9,130
|
||||||
Inventories
at FIFO
|
62,447
|
79,155
|
||||||
Reduction
to LIFO basis
|
11,126
|
11,016
|
||||||
Inventories
|
$ |
51,321
|
$ |
68,139
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Buildings
and land improvements
|
$ |
23,076
|
$ |
33,523
|
||||
Machinery
and equipment
|
3,415
|
20,506
|
||||||
Furniture
and fixtures
|
27,325
|
24,917
|
||||||
Other
|
3,559
|
3,239
|
||||||
Total
depreciable property at
cost
|
57,375
|
82,185
|
||||||
Less
accumulated depreciation
|
33,652
|
56,675
|
||||||
Total
depreciable property,
net
|
23,723
|
25,510
|
||||||
Land
|
1,387
|
1,472
|
||||||
Construction
in progress
|
627
|
2,233
|
||||||
Property,
plant and equipment,
net
|
$ |
25,737
|
$ |
29,215
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Goodwill
|
$ |
2,396
|
$ |
2,396
|
||||
Non-amortizable
Intangible Assets
|
||||||||
Trademarks
and trade names – Bradington-Young
|
$ |
4,400
|
$ |
4,400
|
||||
Trademarks
and trade names – Sam Moore
|
396
|
|||||||
Total
trademarks and trade names
|
4,796
|
4,400
|
||||||
Amortizable
Intangible Assets
|
||||||||
Non-compete
agreements
|
700
|
700
|
||||||
Less
accumulated amortization
|
700
|
|
685
|
|||||
Net
carrying value
|
15
|
|||||||
Intangible
assets
|
$ |
4,796
|
$ |
4,415
|
April
28, 2007
|
||||
Current
assets
|
$ |
8,669
|
||
Property,
plant and equipment
|
3,072
|
|||
Intangible
assets
|
396
|
|||
Total
assets acquired
|
12,137
|
|||
Current
liabilities assumed
|
1,487
|
|||
Net
assets acquired
|
$ |
10,650
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
|||||||
Term
loan
|
$ |
8,555
|
$ |
11,012
|
||||
Less
current maturities
|
2,645
|
2,457
|
||||||
Long-term
debt, less current maturities
|
$ |
5,910
|
$ |
8,555
|
Severance
and
Related
Benefits
|
Asset
Impairment
|
Other
|
Total
|
|||||||||||||
Accrued
balance at January 28, 2007
|
$ |
2,983
|
$ |
200
|
$ |
3,183
|
||||||||||
Restructuring charges
and asset impairment
|
||||||||||||||||
charges
accrued
|
63
|
$ |
263
|
437
|
763
|
|||||||||||
Non-cash
charges
|
(263 | ) | (263 | ) | ||||||||||||
Cash
payments
|
(1,923 | ) | (441 | ) | (2,364 | ) | ||||||||||
Balance
at October 28, 2007
|
$ |
1,123
|
$ | $ |
196
|
$ |
1,319
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
October
28,
2007
|
November
30,
2006
|
|
October
28,
2007
|
November
30,
2006
|
||||||||||||
Net
income
|
$ |
5,911
|
$ |
3,536
|
$ |
15,055
|
$ |
10,578
|
||||||||
(Loss)
gain on interest rate swap
|
(79 | ) | (40 | ) | (92 | ) |
27
|
|||||||||
Portion
of swap agreement’s fair value reclassified to
|
||||||||||||||||
interest
expense
|
11
|
14
|
32
|
56
|
||||||||||||
Other
comprehensive (loss) income before tax
|
(68 | ) | (26 | ) | (60 | ) |
83
|
|||||||||
Income
tax benefit (expense)
|
26
|
8
|
23
|
(31 | ) | |||||||||||
Other
comprehensive (loss) income, net of tax
|
(42 | ) | (18 | ) | (37 | ) |
52
|
|||||||||
Comprehensive
net income
|
$ |
5,869
|
$ |
3,518
|
$ |
15,018
|
$ |
10,630
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||
October
28,
|
November
30,
|
October
28,
|
November
30,
|
|||||||
2007
|
2006
|
2007
|
2006
|
|||||||
Average
closing market price per share
|
$ |
14.41
|
$ |
16.10
|
||||||
Number
of shares committed to be
|
||||||||||
Released
(in whole shares)
|
38,278
|
124,759
|
||||||||
Non-cash
ESOP cost
|
$ |
551
|
$ |
2,009
|
||||||
Administrative
cost
|
22
|
46
|
||||||||
Total
ESOP cost
|
$ |
573
|
$ |
2,055
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
October
28,
|
November
30,
|
October
28,
|
November
30,
|
|||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Weighted
average shares outstanding for computing
basic
earnings per share
|
12,266
|
12,014
|
12,676
|
11,971
|
||||||||||||
Dilutive
effect of restricted stock awards
|
4
|
4
|
2
|
|||||||||||||
Weighted
average shares
outstanding for computing
diluted
earnings per share
|
12,270
|
12,014
|
12,680
|
11,973
|
·
|
Based
on actual shipping days in each period, average daily net sales
declined
9.4% during the 64-day fiscal 2008 third quarter compared to the
63-day
fiscal 2006 fourth quarter. The decline in average daily net
sales continues to mirror the year-over-year decline in incoming
order
rates the Company has experienced since the fiscal 2006 third quarter
resulting from the industry-wide slow down in business at
retail.
|
·
|
Operating
margin during the fiscal 2008 third quarter compared with the fiscal
2006
fourth quarter was favorably impacted
by:
|
§
|
a
$3.3
million, or 88.8%, decline in restructuring and asset impairment
related
charges;
|
§
|
an
improvement in gross profit margin to 31.8% of net sales compared
with
30.7% in the prior year quarter, principally as a result of the
higher
proportion of imported wood and metal products sold and lower delivered
cost of those imported products (primarily lower inbound freight
and
delivery costs) as a percentage of net sales; partially offset
by
|
§
|
an
increase in selling and administrative costs as a percentage of
net sales,
due to the decline in net sales. These expenses actually
declined by $1.3 million, or 7.0%, driven primarily by reductions
in temporary warehousing and storage costs for imported wood
furniture products, lower early retirement and non-cash employee
stock
ownership plan (“ESOP”) costs (the ESOP was terminated in January 2007)
and lower selling expenses, partially offset by the selling and
administrative expenses incurred by Sam Moore.
|
·
|
The
operations of Sam Moore Furniture are included in the Company’s results of
operations as of the beginning of the fiscal 2008 second
quarter.
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
October
28,
|
November
30,
|
October
28,
|
November
30,
|
|||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost
of
sales
|
68.2
|
69.3
|
69.4
|
70.4
|
||||||||||||
Gross
profit
|
31.8
|
30.7
|
30.6
|
29.6
|
||||||||||||
Selling
and administrative expenses
|
20.7
|
20.5
|
20.6
|
20.6
|
||||||||||||
Restructuring
and asset impairment charges
|
0.5
|
4.1
|
0.3
|
2.5
|
||||||||||||
Operating
income
|
10.6
|
6.2
|
9.6
|
6.4
|
||||||||||||
Other
income (expense), net
|
0.4
|
(0.3 | ) |
0.5
|
0.0
|
|||||||||||
Income
before income taxes
|
11.0
|
5.9
|
10.1
|
6.4
|
||||||||||||
Income
taxes
|
3.9
|
2.0
|
3.7
|
2.4
|
||||||||||||
Net
income
|
7.1
|
3.9
|
6.4
|
4.0
|
·
|
an
asset impairment charge to write down the real and personal property
at
the Martinsville, Va. manufacturing facility to its estimated fair
value
($4.2 million); net of
|
·
|
a
restructuring credit, principally related to the reversal of previously
accrued health care benefits for terminated employees at the former
Roanoke, Va. facility that were not expected to be paid
($448,000).
|
·
|
the
$3.3 million, or 88.8% decrease in restructuring and asset impairment
costs; and
|
·
|
the
increase in gross profit margin to 31.8% from 30.7%; partially
offset
by
|
·
|
the
$1.3 million, or 7.0% decrease in selling and administrative costs;
however, these expenses increased as a percentage of net sales
due to the
decline in net sales.
|
·
|
$893,000
for additional severance and related benefit costs, asset impairment,
disassembly and exit costs associated with the closing of the
Martinsville, Va. domestic wood manufacturing facility in March
2007; net
of
|
·
|
a
restructuring credit of $130,000 principally for previously
accrued health care benefits for the Pleasant Garden, N.C. facility
that
are not expected to be paid.
|
·
|
an
asset impairment charge to write down the real and personal property
at
the Martinsville, Va. manufacturing facility to its estimated fair
value
($4.2 million);
|
·
|
severance
and related benefits and asset impairment charges related to the
August
2006 closing of the Company’s Roanoke, Va. manufacturing facility ($2.7
million); and
|
·
|
asset
impairment charges related to two former Bradington-Young showrooms
($140,000); net of
|
·
|
a
restructuring credit, principally for previously accrued health
care
benefits for terminated employees at the former Pleasant Garden,
N.C.
facility that were not expected to be paid
($322,000).
|
·
|
the
$5.9 million, or 88.6%, decrease in restructuring and asset impairment
costs;
|
·
|
the
increase in gross profit margin to 30.6% from 29.6%;
and
|
·
|
the
$6.1 million, or 11.3%, decline in selling and administrative costs;
although these costs were 20.6% of net sales in both
periods.
|
·
|
the
cost-cutting measures implemented by the
Company;
|
·
|
continued
progress in managing the Company’s supply chain, warehousing and
distribution operations; and
|
·
|
the
elimination of costs associated with the closing of the Company’s wood
furniture manufacturing facilities.
|
·
|
declines
in manufactured finished goods and work in process, principally
due to the
Company’s exit from domestic wood manufacturing;
and,
|
·
|
a
decline in purchases of imported wood inventories, resulting principally
from lower sales volume and a continued refinement in supply
chain initiatives; partially offset
by
|
·
|
an
increase in raw materials, principally related to Sam Moore fabric
upholstery lines.
|
·
|
general
economic or business conditions, both domestically and
internationally;
|
·
|
the
cyclical nature of the furniture
industry;
|
·
|
competition
from non-traditional outlets, such as catalogs, internet and home
improvement centers;
|
·
|
price
competition in the furniture
industry;
|
·
|
the
Company’s ability to successfully implement its business plan to increase
Sam Moore Furniture’s sales and improve its financial performance;
|
·
|
whether
the Company will be able to consummate the proposed acquisition
of Opus
Designs and successfully integrate its business operations, increase
its
sales and improve its financial
performance;
|
·
|
achieving
and managing growth and change, and the risks associated with
acquisitions, restructurings, strategic alliances and international
operations;
|
·
|
adverse
political acts or developments in, or affecting, the international
markets
from which the Company imports products, including duties or tariffs
imposed on products imported by the
Company;
|
·
|
changes
in domestic and international monetary policies and fluctuations
in
foreign currency exchange rates affecting the price of the Company’s
imported products;
|
·
|
supply,
transportation and distribution disruptions, particularly those
affecting
imported products;
|
·
|
risks
associated with the cost of imported goods, including fluctuation
in the
prices of purchased finished goods and transportation and warehousing
costs;
|
·
|
risks
associated with domestic manufacturing operations, including fluctuations
in the prices of key raw materials, transportation and warehousing
costs,
domestic labor costs and environmental compliance and remediation
costs;
|
·
|
higher
than expected costs associated with product quality and safety,
including
regulatory compliance costs related to the sale of consumer products
and
costs related to defective
products;
|
·
|
risks
associated with distribution through retailers, such as non-binding
dealership arrangements;
|
·
|
the
Company’s ability to implement successfully its cost-saving strategies
and
warehousing, distribution and supply chain initiatives;
and
|
·
|
capital
requirements and costs.
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total Number
of
Shares
Purchased
as
Part of Publicly
Announced
Program
|
Maximum
Dollar
Value
of Shares That
May
Yet Be
Purchased
Under the
Program
|
||||||||||
July
30, 2007 – September 2, 2007
|
87,650
|
$ |
19.02
|
87,650
|
$10.0
million
|
||||||||
September
3, 2007 – September 30, 2007
|
143,295
|
20.19
|
143,295
|
7.1
million
|
|||||||||
October
1, 2007 – October 28, 2007
|
182,800
|
20.95
|
182,800
|
3.3
million
|
|||||||||
Total
|
413,745
|
$ |
20.28
|
413,745
|
3.1
|
Amended
and Restated Articles of Incorporation of the Company, as amended
March
28, 2003 (incorporated by reference to Exhibit 3.1 of the Company’s Form
10-Q (SEC File No. 000-25349) for the quarter ended February 28,
2003)
|
3.2
|
Amended
and Restated Bylaws of the Company (incorporated by reference to
Exhibit
3.2 to the Company’s Form 10-Q (SEC File No. 000-25349) for the quarter
ended August 31, 2006)
|
4.1
|
Amended
and Restated Articles of Incorporation of the Company (See Exhibit
3.1)
|
4.2
|
Amended
and Restated Bylaws of the Company (See Exhibit
3.2)
|
31.1*
|
Rule
13a-14(a) Certification of the Company’s principal executive
officer
|
31.2*
|
Rule
13a-14(a) Certification of the Company’s principal financial
officer
|
32.1*
|
Rule
13a-14(b) Certification of the Company’s principal executive officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
32.2*
|
Rule
13a-14(b) Certification of the Company’s principal financial officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|
HOOKER
FURNITURE CORPORATION
|
||
Date: December 6, 2007 | By: | /s/ R. Gary Armbrister |
R.
Gary
Armbrister
Chief
Accounting Officer
(Principal
Accounting Officer)
|
3.1
|
Amended
and Restated Articles of Incorporation of the Company, as amended
March
28, 2003 (incorporated by reference to Exhibit 3.1 of the Company’s Form
10-Q (SEC File No. 000-25349) for the quarter ended February
28,
2003)
|
3.2
|
Amended
and Restated Bylaws of the Company (incorporated by reference
to Exhibit
3.2 to the Company’s Form 10-Q (SEC File No. 000-25349) for the quarter
ended August 31, 2006)
|
4.1
|
Amended
and Restated Articles of Incorporation of the Company (See Exhibit
3.1)
|
4.2
|
Amended
and Restated Bylaws of the Company (See Exhibit
3.2)
|
31.1*
|
Rule
13a-14(a) Certification of the Company’s principal executive
officer
|
31.2*
|
Rule
13a-14(a) Certification of the Company’s principal financial
officer
|
32.1*
|
Rule
13a-14(b) Certification of the Company’s principal executive officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of
the Sarbanes-Oxley Act of 2002
|
32.2*
|
Rule
13a-14(b) Certification of the Company’s principal financial officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002
|