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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

OR

Commission file number 1-8884

BUSH INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

One Mason Drive

P.O. Box 460

Jamestown, New York 14702-0460

(Address of principal executive offices)

(Zip Code)

(716) 665-2000

(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  ¨

Number of shares of Common Stock outstanding as of June 28, 2003: 10,428,189 shares of Class A Common Stock and 3,395,365 shares of Class B Common Stock.

BUSH INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

See notes to condensed consolidated financial statements.

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BUSH INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See notes to condensed consolidated financial statements.

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BUSH INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See notes to condensed consolidated financial statements.

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BUSH INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See notes to condensed consolidated financial statements.

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BUSH INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Twenty-six weeks ended June 28, 2003

(Unaudited)

The foregoing financial information reflects all adjustments which are, in the opinion of management, of a normal and recurring nature and necessary for a fair presentation. The interim results are not necessarily indicative of the results which may be expected for a full year.

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The Company operates its business in three reportable segments: (1) Bush Furniture North America, which focuses on furniture sales in the North American market; (2) Bush Furniture Europe, which sells commercial, home office and other furnishings in the European market; and (3) Bush Technologies, which is focused on the cell phone accessories after-market, as well as the utilization of surface technologies in automotive interiors, cosmetics, sporting goods and consumer electronics.

The Company evaluates performance of the segments based on earnings before income taxes. The accounting policies of the segments are the same as those described and referenced in Note 1.

The following tables set forth reportable segment data for the periods indicated below.

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Basic EPS excludes dilution and is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The dilutive effect of outstanding options issued by the Company are reflected in diluted EPS using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options. Excluded from the computation of diluted earnings per share due to their antidilutive effect were 1,381,543 and 1,385,941 stock options for the 13 week and 26 week periods ending June 28, 2003, respectively, and 205,000 stock options for both the 13 week and 26 week periods ending June 29, 2002. For periods that result in a loss from continuing operations, potential dilutive securities are excluded from the computation of diluted EPS.

In 2002, the Company adopted Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. Additionally, the standard also requires prominent disclosures in the Company’s financial statements about the method of accounting used for stock-based employee compensation, and the effect of the method used when reporting financial results.

The Company accounts for stock-based compensation in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123). As permitted in that standard, the Company has elected to continue to follow the recognition provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations in accounting for employee stock-based compensation. No employee stock-based compensation expense was recorded in the first half of fiscal years 2003 and 2002.

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Pro forma information regarding net earnings (loss) and earnings (loss) per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options and awards under the fair value method of that standard. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period.

The Company’s net earnings (loss) and earnings (loss) per share as if the fair value based method had been applied to all outstanding and unvested awards in each period is as follows (in thousands except per share data):

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On February 27, 2003, the Company approved plans to restructure certain of its operations. Such plans included closing the Company’s St. Paul, Virginia manufacturing facility, closing three of its retail outlet stores, expediting the sale of excess inventory (which, among other things, will create space in the Company’s Erie, Pennsylvania facility to launch new production strategies), and the termination of production and management level employees in various locations. The Company incurred a pre-tax restructuring charge of $725,000 in the accompanying 2003 condensed consolidated statements of operations associated with implementing these plans during the second quarter of 2003 and $16,134,000 through the end of the second quarter of fiscal year 2003. Included in the $16,134,000 year-to-date charge is $7,456,000 associated with an inventory write down which is included in cost of sales and $8,678,000 which is classified as a restructuring expense. Included in the restructuring expense of $8,678,000 is an asset impairment charge of $3,896,000.

The Company expects this action to be substantially completed by the end of fiscal year 2003. The liability incurred for the thirteen and twenty-six week periods ended June 28, 2003 totaled $725,000 and $4,782,000, respectively, and relates primarily to severance cost, contract and lease termination costs and other expenses. The Company paid cash totaling $1,715,000 and $2,048,000 related to these items in the thirteen and twenty-six week periods ended June 28, 2003, respectively, resulting in a remaining liability for these items totaling $2,734,000 as of June 28, 2003. For a more detailed analysis of the restructuring initiative, please refer to Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In addition to the items discussed above and in conjunction with the Company’s 2003 strategic plan cost reduction implementation strategy, in the third quarter of 2003 the Company approved an additional restructuring charge of approximately $1.2 million at Bush Furniture Europe. This additional restructuring will primarily consist of severance charges in the second half of fiscal year 2003.

Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, goodwill is no longer being amortized and must be periodically tested for impairment. Upon adoption of SFAS No. 142 in fiscal year 2002, the Company concluded that goodwill related to the Bush Furniture Europe segment was impaired. As a result, effective December 30, 2001 (the first day of fiscal year 2002), the Company recorded a non-cash charge for goodwill impairment of $2,398,000 as a cumulative effect of accounting change (or $0.17 basic and diluted loss per share).

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Except for the historical information contained herein, the matters discussed in this Quarterly Report on Form 10-Q constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from forecasted results. Forward-looking statements include statements regarding the intent, belief, projected or current expectations of the Company or its Officers (including statements preceded by, followed by or including forward-looking terminology such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue” or similar expressions or comparable terminology), with respect to various matters. The Company cannot guarantee future results, levels of activity, performance or achievements. Factors that could cause or contribute to such differences include, but are not limited to, economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services, prices, changes in estimates regarding the Company’s future contractual obligations and other factors discussed in the Company’s filings with the Securities and Exchange Commission.

RESULTS OF OPERATIONS:

On February 27, 2003, the Company approved plans to restructure certain of its operations. Such plans included closing the Company’s St. Paul, Virginia manufacturing facility, closing three of its retail outlet stores, expediting the sale of excess inventory (which, among other things, will create space in the Company’s Erie, Pennsylvania facility to launch new production strategies), and the termination of production and management level employees in various locations. The Company incurred a pre-tax restructuring charge of $725,000 in the accompanying 2003 condensed consolidated statements of operations associated with implementing these plans during the second quarter of 2003 and $16,134,000 through the end of the second quarter of fiscal year 2003. Included in the $16,134,000 year-to-date charge is $7,456,000 associated with an inventory write down which is included in cost of sales and $8,678,000 which is classified as a restructuring expense. Included in the restructuring expense of $8,678,000 is an asset impairment charge of $3,896,000.

The Company expects this action to be substantially completed by the end of fiscal year 2003. The liability incurred for the thirteen and twenty-six week periods ended June 28, 2003 totaled $725,000 and $4,782,000, respectively, and relates primarily to severance cost, contract and lease termination costs and other expenses. The Company paid cash totaling $1,715,000 and $2,048,000 related to these items in the thirteen and twenty-six week periods ended June 28, 2003, respectively, resulting in a remaining liability for these items totaling $2,734,000 as of June 28, 2003.

The Company intends to sell the St. Paul, Virginia manufacturing facility and certain

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equipment located and used in that operation. In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” a write down of property and equipment (to reduce the carrying value of the assets to estimated net realizable value less cost of disposition) in the amount of $3,896,000 was recognized as a restructuring charge in the Company’s first quarter 2003 condensed consolidated statement of operations. The St. Paul impairment charge relates to the Bush Furniture North America segment.

In accordance with Statement of Financial Accounting Standards No. 146 “Accounting for Costs Associated with Exit or Disposal Activities,” the following charges were recognized as a restructuring charge in the Company’s condensed consolidated statement of operations for the thirteen and twenty-six week periods ending June 28, 2003:

For the thirteen and twenty-six week periods ended June 28, 2003, respectively, the costs relating to the above two items amounted to $725,000 and $4,782,000 (Bush Furniture North America $696,000 and $2,940,000, Bush Furniture Europe $0 and $1,543,000 and Bush Technologies $29,000 and $299,000) and the expected total charges for fiscal year 2003 are approximately $5,215,000 (Bush Furniture North America $3,280,000, Bush Furniture Europe $1,543,000 and Bush Technologies $392,000).

As a result of the Company’s plan to sell slow moving inventory in a more efficient manner and to eliminate unprofitable product lines, inventory was marked down $7,456,000 (Bush Furniture North America $4,272,000, Bush Furniture Europe $522,000 and Bush Technologies $2,662,000) and recognized as an expense in the first quarter of 2003. In accordance with Emerging Issues Task Force No. 96-9, “Classification of Inventory Markdowns and Other Costs Associated with a Restructuring”, such expense was recognized in cost of sales. Such inventory may be sold to third party liquidators.

In addition to the items discussed above and in conjunction with the Company’s 2003 strategic plan cost reduction implementation strategy, in the third quarter of 2003 the Company approved an additional restructuring charge of approximately $1.2 million at Bush Furniture

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Europe. This additional restructuring will primarily consist of severance charges in the second half of fiscal year 2003.

Second quarter sales for the 13 week period ended June 28, 2003 were $70,831,000 and first half sales for the 26 week period ended June 28, 2003 were $145,693,000. This represents a decrease of $8,098,000, or approximately 10.3%, compared to net sales of $78,929,000 for the 13 week period ended June 29, 2002, and a first half decrease of $21,568,000, or approximately 12.9%, compared to net sales of $167,261,000 for the 26 week period ended June 29, 2002. The sales decrease primarily reflects decreases in Bush Furniture North America, particularly in sales to the electronic superstores. The current economic slowdown in both North America and Germany continues to create a challenging environment in which to maintain and grow sales and exerts a downward pressure on prices. While the European economy remains soft, continued gains in the European office superstores and from new floor placements are partially offsetting the slow economic conditions, especially in Germany. In addition, competition from imports using alternative materials, including metal and glass, and competition from imported assembled furniture are pressuring the markets in which the Company competes.

Cost of sales decreased $4,473,000 for the 13 week period ended June 28, 2003, compared to the 13 week period ended June 29, 2002 and decreased by $2,856,000 ($10,312,000 decrease without the impact of the $7,456,000 inventory write down taken in the first quarter of fiscal year 2003) for the 26 week period ended June 28, 2003, compared to the 26 week period ended June 29, 2002. The decrease in cost of sales for the 13 and 26 week periods ended June 28, 2003 primarily reflects the decrease in sales volumes as compared to the prior year, partially offset by increases in the cost of sales as a percentage of net sales.

Cost of sales as an approximate percentage of net sales increased by 1.9 percentage points from 71.5% in the second quarter of 2002 to 73.4% in the second quarter of 2003. For the 26 week period ended June 28, 2003, cost of sales as an approximate percentage of net sales increased by 8.7 percentage points from 71.8% in the first half of 2002 to 80.5% in the first half of 2003. Of the 8.7 percentage point increase in the first half of fiscal year 2003, approximately 5.1 percentage points reflects the impact of the $7,456,000 inventory write down taken in the first quarter of fiscal year 2003. The remaining 3.6 percentage points of the increase for the 26 week period ended June 28, 2003 and the 1.9 percentage point increase for the 13 week period ended June 28, 2003 primarily reflects the impact of lower gross margins (exclusive of the inventory write-down) in the North American Furniture segment.

Selling, general and administrative expenses decreased $3,599,000 for the 13 week period ended June 28, 2003, compared to the 13 week period ended June 29, 2002. For the 26 week period ended June 28, 2003, selling, general and administrative expenses decreased by $5,266,000, as compared to the 26 week period ended June 29, 2002. Selling, general and administrative expenses as an approximate percentage of net sales decreased by 2.2 percentage points from 24.9% in the second quarter of 2002 to 22.7% in the second quarter of 2003 and the first half of fiscal year 2003 was 24.4%, the same as the first half of fiscal year 2002. The decrease in selling, general and administrative expenses was primarily the result of a reduction in

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various variable selling expenses such as commissions, marketing and promotional incentives. The decrease in selling, general and administrative expenses as an approximate percentage of net sales for the 13 weeks ended June 28, 2003 primarily reflects reduction in various variable selling expenses such as commissions, marketing and promotional incentives.

Interest expense for the 13 week period ended June 28, 2003 increased to $1,886,000 (or approximately 2.7% of net sales) from $1,861,000 (or approximately 2.4% of net sales) for the 13 week period ended June 29, 2002. Interest expense for the 26 week period ended June 28, 2003 increased to $3,649,000 (or approximately 2.5% of net sales) from $3,586,000 (or approximately 2.1% of net sales).

Pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 142, goodwill is no longer being amortized and must be periodically tested for impairment. Upon adoption of SFAS No. 142 in fiscal year 2002, the Company concluded that goodwill related to the Bush Furniture Europe segment was impaired. As a result, effective December 30, 2001 (the first day of fiscal year 2002), the Company has recorded a non-cash charge for goodwill impairment of $2,398,000 as a cumulative effect of accounting change (or $0.17 basic and diluted loss per share).

The consolidated effective income tax rates for the 13 and 26 week periods ended June 28, 2003 were 34.8% and 32.9%, respectively. The tax rates for the same periods in 2002 were 41.9% and 41.0%, respectively. In the first half of fiscal year 2003, the federal and state tax savings on the first half losses are partially offset by the tax impact for permanent non-deductible items and fixed taxes. Since the tax savings are partially offset by a tax expense, the effective overall tax rate is lower than the basic statutory federal and state tax rates.

LIQUIDITY AND CAPITAL RESOURCES:

Working capital at June 28, 2003 decreased $542,000 over fiscal year end 2002. Decreases in accounts receivable, inventories and prepaid expenses and other current assets were mostly offset by decreases in accounts payable and other accrued liabilities and an increase in cash. The decrease in inventories was impacted by the restructuring initiative described above and accounts receivable and accounts payable were impacted by the lower sales levels in the second quarter of fiscal year 2003, as compared to the fourth quarter of fiscal year 2002. Total assets at June 28, 2003 decreased $13,799,000 over fiscal year end 2002, primarily as a result of a decrease in property, plant and equipment and in inventories, both of which were impacted by the restructuring initiative described above and a decrease in accounts receivable and prepaid expenses and other current assets, partially offset by an increase in cash and other assets. Total liabilities at June 28, 2003 increased by $588,000, as compared to fiscal year end 2002. Increases in long-term debt and other long-term liabilities were mostly offset by decreases in deferred income taxes, accounts payable and other accrued liabilities. The decrease in deferred income taxes primarily reflects the result of tax savings recorded on the loss in the first half of fiscal year 2003.

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At the end of the second fiscal quarter of 2003, the U.S. dollar was weaker than at the end of fiscal year 2002. This resulted in euro denominated assets and liabilities increasing in U.S. dollar terms. The approximate impact of the weaker U.S. dollar on the items discussed above is as follows: current assets, $2.7 million; net property, plant and equipment, $4.9 million; other assets, $0.3 million; current liabilities, $1.8 million; long term debt, $6.6 million and other long term liabilities $0.9 million.

Net cash used in operating activities for the first half ended June 29, 2003 was $4,008,000, resulting primarily from the net loss and the decreases in deferred income taxes, accounts payable and other accrued liabilities partially offset by depreciation and amortization, decreases in accounts receivable and inventories, the impairment charge on idle assets and a decrease in prepaid expenses and other current assets.

During the first half of fiscal year 2003, the Company expended $1,314,000 on capital expenditures versus $3,112,000 in the first half of the previous fiscal year. Capital expenditures for 2003 are currently forecasted to be approximately $5 to $7 million. Cash flows of $1,421,000 were used for other assets in the first half of fiscal year 2003, primarily as a result of costs associated with amending the Company’s credit agreement and an increase in the cash surrender value of insurance policies. Cash flows used for operating activities and the cash used for investing activities were primarily financed by an increase in the principal amount of long-term debt.

The Company has a revolving credit facility, initially dated as of June 26, 1997 and as amended, with JPMorgan Chase Bank and other lending institutions. In the first quarter of fiscal year 2003 the Company entered into a seventh amendment, dated as of February 28, 2003. This amendment, among other things, modified certain covenants under the credit facility, evidenced the lenders’ consent to certain transactions, including the restructuring effectuated by the Company in the first quarter of 2003, prohibits the payment of cash dividends by the Company and modified the amount of money the Company can borrow under the credit facility from an aggregate $173,000,000 to an aggregate $163,000,000. Additionally, the seventh amendment granted a security interest in the Company’s real property in Jamestown, NY, Erie, PA and Greensboro, NC, which is in addition to the security interest in all domestic tangible personal property and intangible assets of the Company granted in the sixth amendment dated as of December 28, 2001.

The credit facility provides for revolving credit loans, swing line loans and multi-currency loans, within the parameters described below. The loan is due June 30, 2004 with a balloon payment of the then remaining principal and any accrued interest. The Company has classified all of the line of credit as long-term debt, because as of June 28, 2003 there are no required principal payments due within the next year. At the Company’s option, borrowings may be effectuated, subject to certain conditions, on a NYBOR rate, an eurocurrency rate for dollars, an applicable eurocurrency rate for certain foreign currencies, a money market rate, or an alternative base rate. Eurocurrency loans bear interest at the then current applicable LIBOR rate, plus an applicable margin, which varies from 2.0% to 3.5%, depending upon the Company’s

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ability to satisfy certain quarterly financial tests. Alternative base rate loans generally bear interest at the prime rate, plus an applicable margin, which varies from 0.0% to 0.75% depending upon the Company’s ability to satisfy certain quarterly financial tests. In addition, the credit agreement permits the Company to request the issuance of up to a maximum of $20,000,000 in letters of credit, which issuance will be deemed part of the $163,000,000 maximum amount of borrowing permitted under the credit facility.

The line of credit agreement, as amended, provides for achieving certain consolidated cash flow coverage and leverage ratios, prescribes minimum consolidated net worth requirements, limits capital expenditures and new leases and provides for certain other affirmative and restrictive covenants. As of June 28, 2003, the Company was in compliance with all of these requirements.

As of June 28, 2003, the Company had approximately $115 million in outstanding debt; with a balloon payment due under the Company’s revolving credit facility on June 30, 2004. The ability of the Company to service its debt on a timely basis, and satisfy its bank ratios and covenants under its revolving credit facility, as amended, is dependent upon the Company’s results of operations. In the event the Company is unable in the future to satisfy the financial covenants and/or ratios under the revolving credit facility the lenders may deem the Company in default under the revolving credit facility, which would materially adversely affect the Company and its operations. The Company is currently seeking financing alternatives to satisfy the balloon payment due on June 30, 2004, the success of which no assurance can be given.

CRITICAL ACCOUNTING POLICIES

The policies identified below are important to the Company’s business operations and the understanding of its results of operations. The listing is not intended to be a comprehensive list of all of the Company’s accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. For a summary of all of the Company’s accounting policies, including the accounting policies discussed below, see Note 1 to the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ending December 28, 2002. The preparation of this Quarterly Report on Form 10-Q requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Revenue Recognition and Accounts Receivable

Revenues are recognized when products are shipped. Provisions for discounts, rebates to customers, returns and other adjustments are provided for in the same period that related sales

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are recorded. The recording of these provisions requires the use of estimates, and future periods will be impacted if the actual costs differ from the estimated amounts. For all sales, the Company uses purchase orders from the customer, whether written, oral or electronically transmitted, as evidence of the transaction. Collateral is generally not requested from customers.

The Company performs periodic credit evaluations of its customers. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon the Company’s historical experience and any specific customer collection issues that it has identified. While such credit losses have historically been within the Company’s expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has experienced in the past. In addition, in part, to limit credit risk on occasion and to accelerate collections of certain outstanding accounts receivables, the Company has sold certain accounts receivables, without recourse to it in the event of non-payment, to certain third parties. The Company’s accounts receivable balance was $10.1 million, net of allowance for doubtful accounts of $1.1 million as of June 28, 2003 and $16.5 million, net of allowance for doubtful accounts of $0.9 as of December 28, 2002.

Inventories

Inventories, consisting of raw materials, work-in-progress and finished goods, are stated at the lower of cost or market as determined by the first-in, first-out method. Inventories that the Company estimates as either obsolete or unmarketable are written down based upon the difference between the cost of the inventory and its estimated market value. The Company’s estimates as to such value are based, in part, on projected future demand and market conditions. If these estimates or related projections change in the future, additional write-downs may be required. Obsolete and slow moving inventory reserves were approximately $8.1 million and $4.8 million at June 28, 2003 and December 28, 2002, respectively. This increase in reserves since December 28, 2002 was primarily as a result of the inventory write-down associated with the restructuring initiative of the Company, as previously described in this Form 10-Q .

Property, Plant and Equipment

Property, plant and equipment is carried at cost. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, which are as follows: buildings and improvements 10-50 years; machinery and equipment 3-20 years; transportation equipment 3-7 years; office equipment 3-10 years; and leasehold improvements 3-10 years or the lease term, if less.

The cost of repairs and maintenance is charged to expense as incurred. Renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization are removed from the accounts and any gain or loss is recorded in income or expense. The Company continually reviews property, plant and equipment to determine that the carrying values have not been impaired by estimating the future undiscounted cash flows expected to result from the use of the property, plant and equipment.

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Other Assets/Goodwill

Other assets consist primarily of goodwill, cash value of life insurance policies, advances on split dollar insurance arrangements prior to July 30, 2002, an investment at cost, and other intangible assets. The Company tests long-lived assets, exclusive of goodwill, for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. An impairment loss shall be recognized if the carrying amount of long-lived assets, to be held and used is not recoverable and exceeds its fair value based on the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. In the Company’s review of such assets, it is required to make certain estimates and projections. If these estimates or related projections change in the future, the Company may be required to record impairment charges for these assets.

At least annually and whenever events and changes in circumstances warrant, the Company compares the fair value of the reporting unit to its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than their carrying value. Fair values for goodwill are determined based on discounted cash flows, market multiples or appraised values as appropriate. The conditions that would trigger an impairment assessment of goodwill include a significant negative trend in the Company’s operating results or cash flows, a decrease in demand for the Company’s products, a change in the competitive environment and other industry and economic factors.

Accounting for Income Taxes

As part of the process of preparing the consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, for tax and book purposes. These differences result in deferred tax assets and liabilities, which are included within the Company’s consolidated balance sheet. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. To the extent the Company establishes a valuation allowance or increases this allowance in a period, the Company must include an expense within the tax provision in the statement of operations. Significant management judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against the net deferred tax assets. In the event that actual results differ from the Company’s estimates or it adjusts these estimates in future periods, the Company may need to establish an additional valuation allowance which could impact its financial position and results of operations.

IMPACT OF RECENTLY ADOPTED ACCOUNTING STANDARDS:

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 143, “Accounting for Obligations Associated with the

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Retirement of Long-Lived Assets” (SFAS No. 143). SFAS No. 143 establishes accounting standards for the recognition and measurement of an asset retirement obligation and its associated asset retirement cost. It also provides accounting guidance for legal obligations associated with the retirement of tangible long-lived assets. SFAS No. 143 is effective in fiscal years beginning after June 15, 2002, with early adoption permitted. The Company adopted the provisions of SFAS No. 143 on December 29, 2002 (the first day of fiscal 2003) which did not have a material impact on its consolidated financial statements.

Market risk represents the risk of loss that may impact the consolidated financial position, results of operations or cash flows of the Company. The Company is exposed to market risk in the areas of interest rates and foreign currency exchange rates.

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s revolving credit facility due to its variable LIBOR pricing. Based on the outstanding balance of long-term debt at the end of the second quarter of fiscal year 2003, a one percentage point change in interest rates would result in annual interest expense fluctuating approximately $1.1 million.

The Company’s exposure to foreign currency exchange risk relates primarily to the cost of imported supplies and the cost/profitability of exported items, the income statement and cash flow impact of converting foreign currency denominated profit/loss into U.S. dollars and the balance sheet impact of converting foreign currency denominated assets and liabilities into U.S. dollars. The Company believes the primary impact on the Company of a reasonably possible change of 10% in any foreign currency exchange rate would be an increase or decrease of approximately $6 million in the US dollar equivalent in foreign currency denominated debt.

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)), have concluded that as of June 28, 2003, the Company’s disclosure controls and procedures were effective and designed to ensure that material information relating to the Company and its consolidated subsidiaries is recorded, processed, summarized and reported in a timely manner.

Changes in internal controls. There has been no change in the Company’s internal control over financial reporting during the quarter ended June 28, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II. OTHER INFORMATION

1. Class A Directors Elected.

Paul A. Benke: 7,396,201 shares for; 1,337,859 shares withheld

Jerald D. Bidlack: 7,402,548 shares for; 1,331,512 shares withheld

David G. Dawson: 6,299,086 shares for; 2,434,974 shares withheld

William M. Hogan, III: 7,398,347 shares for; 1,335,713 shares withheld

Messrs. Paul A. Benke, Jerald D. Bidlack and David G. Dawson are incumbent Class A Directors and Mr. William M. Hogan, III is a newly elected Class A Director.

2. Class B Directors Elected.

Paul S. Bush

Robert L. Ayres

Lewis H. Aronson

Gregory P. Bush

Neil A. Frederick

For all of the above: 3,342,609 shares for; 0 shares withheld

Messrs. Paul S. Bush, Robert L. Ayres, Lewis H. Aronson, Gregory P. Bush, and Neil A. Frederick are incumbent Class B Directors.

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4,187,874 votes for; 27,557 votes against; 584 votes abstain

3,836,883 votes for; 275,238 votes against; 103,894 votes abstain

* Incorporated by reference to the Registrant’s Form 8-K, filled on August 6, 2003.

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During the second quarter of fiscal year 2003, an 8-K was furnished on May 9, 2003 with respect to certain financial information of the Company pursuant to Items 7 and 12 of Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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