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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



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FORM 10-Q/A



xQuarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934



For the quarterly period ended October 26, 2002



 ̈Transition Report Pursuant to Section 13 or 15(d)

of
the Securities Exchange Act of 1934



Commission File Number 333-88212



COLLINS & AIKMAN FLOORCOVERINGS, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 58-2151061                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|311 Smith Industrial Boulevard, Dalton, Georgia |  | 30721     
|----------------------------------------------- |  | ----------
|(Address of principal executive offices)        |  | (Zip Code)



Registrants telephone number: (706) 259-9711



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 ̈No x



The Registrant has 1,000 shares of Common Stock, par value $.01 per share, issued and outstanding as of December 6, 2002.



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EXPLANATORY
NOTE



This Amendment No. 1 to the Quarterly
Report on Form 10-Q of Collins & Aikman Floorcoverings, Inc. (the Company) for the thirteen weeks ended October 26, 2002, is filed solely for the purpose of amending and restating Item 1, for its unaudited consolidated financial
statements as of and for the thirteen and thirty-nine weeks ended October 26, 2002. The Company also has updated Item 2, its Managements Discussion and Analysis of Financial Condition and Results of Operations to give effect to the amendment
and restatement. Item 4 was amended to reflect the date of the filing of this Amendment. Other disclosures have not been updated to reflect other developments since the original filing on December 10, 2002.



The Company is filing this Amendment because management has
determined that the Companys net income was misstated since the Company originally believed it would be able to deduct for tax purposes the write-off of its Canadian subsidiarys Goodwill. Management has subsequently determined that this
expense, which is shown as the cumulative effect of a change in accounting principle, is not tax deductible. This item was originally recorded at $2.0 million (net of $1.2 million tax); however, it should have been recorded at the actual write-off
value of $3.2 million. Therefore, income before change in accounting principle and all presented lines used to derive that amount from the Companys Consolidated Statement of Operations for the thirteen and thirty-nine weeks ended
October 26, 2002 remains unchanged. Furthermore, there was no effect to any financial covenants as of October 26, 2002.



This Amendment should be read together with the Companys Annual Report on Form 10-K for the year ended January 25, 2003 filed with
the U.S. Securities and Exchange Commission, or the SEC, on April 25, 2003.





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COLLINS
& AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES



INDEX





|                                                                                                                         |  |    |  | Page No.
|------------------------------------------------------------------------------------------------------------------------ |  | -- |  | --------
|Part I.    Financial Information                                                                                         |  |   
|                                                                                                                        
|Item 1.    Financial
Statements                                                                                          |  |   
|                                                                                                                        
|Consolidated Statements of Operations  Thirteen Weeks and Thirty-Nine Weeks Ended October 27, 2001 and October 26, 2002 |  | 3 
|                                                                                                                        
|Consolidated Balance Sheets  As of January 26, 2002 and October 26, 2002                                                |  | 4 
|                                                                                                                        
|Consolidated Statements of Stockholders Equity  Thirty-Nine Weeks Ended October 26, 2002                               |  | 5 
|                                                                                                                        
|Consolidated Statements of Cash Flows  Thirteen Weeks and Thirty-Nine Weeks Ended October 27, 2001 and October 26, 2002 |  | 6 
|                                                                                                                        
|Notes to Consolidated Financial Statements                                                                               |  | 7 
|                                                                                                                        
|Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations                         |  | 24
|                                                                                                                        
|Item 3.    Quantitative and Qualitative Disclosures and Market Risk                                                      |  | 31
|                                                                                                                        
|Item 4.    Controls and Procedures                                                                                       |  | 32
|                                                                                                                        
|Part II.  Other Information                                                                                              |  |   
|                                                                                                                        
|Item 1.    Legal Proceedings                                                                                             |  | 32
|                                                                                                                        
|Item 6.    Exhibits and Reports on Form 8-K                                                                              |  | 32
|                                                                                                                        
|Signature                                                                                                                |  | 33
|                                                                                                                        
|Certifications                                                                                                           |  | 34





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PART 1  FINANCIAL INFORMATION

Item 1.    Financial Statements



COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and In Thousands)



|                                                    |  | Thirteen Weeks Ended |        |   | Thirty-Nine Weeks Ended
|--------------------------------------------------- |  | -------------------- | ------ | - | -----------------------
|                                                    |  | October 27, 2001     |        |   | October 26, 2002       
|NET SALES                                           |  | $                    | 82,433 |   |                        
|                                                    |  |                      |        |   |                        
|COST OF GOODS SOLD                                  |  |                      | 54,997 |   |                        
|SELLING, GENERAL & ADMINISTRATIVE EXPENSES          |  |                      | 17,415 |   |                        
|                                                    |  |                      |        |   |                        
|                                                    |  |                      | 72,412 |   |                        
|                                                    |  |                      |        |   |                        
|OPERATING INCOME                                    |  |                      | 10,021 |   |                        
|MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY    |  |                      | (23    | ) |                        
|EQUITY IN EARNINGS OF AFFILIATE                     |  |                      | 367    |   |                        
|NET INTEREST EXPENSE                                |  |                      | 8,598  |   |                        
|                                                    |  |                      |        |   |                        
|INCOME BEFORE INCOME TAXES                          |  |                      | 1,813  |   |                        
|INCOME TAX EXPENSE                                  |  |                      | 738    |   |                        
|                                                    |  |                      |        |   |                        
|INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE        |  |                      | 1,075  |   |                        
|CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE |  |                      |       |   |                        
|                                                    |  |                      |        |   |                        
|NET INCOME                                          |  | $                    | 1,075  |   |                        
|                                                    |  |                      |        |   |                        



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



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COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands)



|                                                                                                                 |  | January 26, 2002 |         |   | October 26, 2002 |  
|---------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | -
|ASSETS                                                                                                           |  |                  |         |   | (Unaudited)      |  
|CURRENT ASSETS:                                                                                                  |  |                  |         |   |                  |  
|Cash and cash equivalents                                                                                        |  | $                | 6,234   |   |                  | $
|Accounts receivable, net of allowance of $745 and $737 in fiscal 2001 and 2002,
respectively                     |  |                  | 33,524  |   |                  |  
|Inventories                                                                                                      |  |                  | 31,834  |   |                  |  
|Deferred tax assets                                                                                              |  |                  | 3,955   |   |                  |  
|Prepaid expenses and other                                                                                       |  |                  | 1,667   |   |                  |  
|                                                                                                                 |  |                  |         |   |                  |  
|Total current assets                                                                                             |  |                  | 77,214  |   |                  |  
|                                                                                                                
|PROPERTY, PLANT, AND EQUIPMENT, net                                                                              |  |                  | 45,390  |   |                  |  
|DEFERRED TAX ASSETS                                                                                              |  |                  | 3,876   |   |                  |  
|GOODWILL                                                                                                         |  |                  | 95,987  |   |                  |  
|OTHER INTANGIBLE ASSETS, net                                                                                     |  |                  | 40,560  |   |                  |  
|OTHER ASSETS                                                                                                     |  |                  | 7,406   |   |                  |  
|                                                                                                                 |  |                  |         |   |                  |  
|TOTAL ASSETS                                                                                                     |  | $                | 270,433 |   |                  | $
|                                                                                                                 |  |                  |         |   |                  |  
|LIABILITIES AND STOCKHOLDERS
EQUITY                                                                             |  |                  |         |   |                  |  
|CURRENT LIABILITIES:                                                                                             |  |                  |         |   |                  |  
|Accounts payable                                                                                                 |  | $                | 11,416  |   |                  | $
|Accrued expenses                                                                                                 |  |                  | 19,150  |   |                  |  
|Current portion of long-term debt                                                                                |  |                  | 4,787   |   |                  |  
|                                                                                                                 |  |                  |         |   |                  |  
|Total current liabilities                                                                                        |  |                  | 35,353  |   |                  |  
|                                                                                                                
|OTHER LIABILITIES, including post-retirement benefit obligation                                                  |  |                  | 3,991   |   |                  |  
|LONG-TERM DEBT, net of current portion                                                                           |  |                  | 185,197 |   |                  |  
|MINORITY INTEREST                                                                                                |  |                  | 310     |   |                  |  
|COMMITMENTS AND CONTINGENCIES                                                                                    |  |                  |         |   |                  |  
|                                                                                                                
|STOCKHOLDERS EQUITY:                                                                                            |  |                  |         |   |                  |  
|Common stock; $.01 par value per share, 1,000 shares authorized, issued, and outstanding
in fiscal 2001 and 2002 |  |                  |        |   |                  |  
|Paid-in capital                                                                                                  |  |                  | 72,648  |   |                  |  
|Retained deficit                                                                                                 |  |                  | (26,108 | ) |                  |  
|Accumulated other comprehensive loss                                                                             |  |                  | (958    | ) |                  |  
|                                                                                                                 |  |                  |         |   |                  |  
|                                                                                                                 |  |                  | 45,582  |   |                  |  
|                                                                                                                 |  |                  |         |   |                  |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                       |  | $                | 270,433 |   |                  | $
|                                                                                                                 |  |                  |         |   |                  |  



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



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COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF
STOCKHOLDERS EQUITY

FOR THE THIRTY-NINE WEEKS ENDED OCTOBER 26, 2002

(Unaudited and In Thousands, Except Share Amounts)



|                                        |  | Common Stock |  |        |   |                 |   |                             | Accumulated Other Comprehensive Income (Loss) |   |                                         |   | 
|--------------------------------------- |  | ------------ |  | ------ | - | --------------- | - | --------------------------- | --------------------------------------------- | - | --------------------------------------- | - | 
|                                        |  | Shares       |  | Amount |   | Paid-in Capital |   | Retained Earnings (Deficit) |                                               |   | Foreign Currency Translation Adjustment |   | 
|BALANCE, January 26, 2002               |  | 1,000        |  | $      |  |                 | $ | 72,648                      |                                               | $ | (26,108                                 | ) | 
|Net income                              |  |             |  |        |  |                 |   |                            |                                               |   | 6,634                                   |   | 
|Dividend to parent                      |  |             |  |        |  |                 |   |                            |                                               |   | (2,593                                  | ) | 
|Foreign currency translation adjustment |  |             |  |        |  |                 |   |                            |                                               |   |                                        |   | 
|                                        |  |              |  |        |   |                 |   |                             |                                               |   |                                         |   | 
|BALANCE, October 26, 2002               |  | 1,000        |  | $      |  |                 | $ | 72,648                      |                                               | $ | (22,067                                 | ) | 
|                                        |  |              |  |        |   |                 |   |                             |                                               |   |                                         |   | 



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







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COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and In Thousands)



|                                                                                  |  | Thirty-Nine Weeks Ended |        
|--------------------------------------------------------------------------------- |  | ----------------------- | -------
|                                                                                  |  | October 27, 2001        |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                         |        
|Net income                                                                        |  | $                       | 8,847  
|                                                                                  |  |                         |        
|Adjustments to reconcile net income to net cash provided by operating
activities: |  |                         |        
|Depreciation and leasehold amortization                                           |  |                         | 7,521  
|Amortization of other intangible assets                                           |  |                         | 5,891  
|Amortization of deferred financing fees                                           |  |                         | 819    
|Deferred income tax expense                                                       |  |                         | 1,958  
|Equity in earnings of affiliate                                                   |  |                         | (1,314 
|Minority interest in income of subsidiary                                         |  |                         | 45     
|Cumulative effect of change in accounting principle                               |  |                         |       
|Changes in operating assets and liabilities, net of effects of
acquisitions:      |  |                         |        
|Accounts receivable                                                               |  |                         | 3,734  
|Inventories                                                                       |  |                         | (1,089 
|Accounts payable                                                                  |  |                         | (4,225 
|Accrued expenses                                                                  |  |                         | 5,326  
|Other, net                                                                        |  |                         | (1,052 
|                                                                                  |  |                         |        
|Total adjustments                                                                 |  |                         | 17,614 
|                                                                                  |  |                         |        
|Net cash provided by operating activities                                         |  |                         | 26,461 
|                                                                                  |  |                         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                         |        
|Acquisition of business                                                           |  |                         |       
|Equity distribution from affiliate                                                |  |                         | 1,137  
|Additions to property, plant, and equipment                                       |  |                         | (7,712 
|                                                                                  |  |                         |        
|Net cash used in investing activities                                             |  |                         | (6,575 
|                                                                                  |  |                         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                         |        
|Net proceeds from revolving credit facilities                                     |  |                         | (3,000 
|Proceeds from issuance of long-term debt                                          |  |                         | 76     
|Repayments of long-term debt                                                      |  |                         | (11,781
|Cash dividends to parent                                                          |  |                         |       
|Financing costs                                                                   |  |                         |       
|                                                                                  |  |                         |        
|Net cash (used in) provided by financing activities                               |  |                         | (14,705
|                                                                                  |  |                         |        
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                           |  |                         | 5,181  
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                         | 5,751  
|                                                                                  |  |                         |        
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                       | 10,932 
|                                                                                  |  |                         |        



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





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COLLINS & AIKMAN FLOORCOVERINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)

|1. |  | General
|-- |  | -------



The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete
financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Companys Form S-4 and amendments which was initially filed
with the Securities and Exchange Commission on May 14, 2002 and made effective on August 12, 2002. The accompanying unaudited consolidated financial statements, in the opinion of management, include all adjustments necessary for fair presentation.
All such adjustments are of a normal and recurring nature.



|2. |  | Organization
|-- |  | ------------



Based on annual sales and product brands, Collins & Aikman Floorcoverings, Inc. (the Company), a Delaware corporation, is
a leading manufacturer of floorcovering products for the North American specified commercial carpet market. The Companys floorcovering products include (i) vinyl-backed six-foot roll carpet and modular carpet tile, and (ii) high style tufted
and woven broadloom carpet. The Company designs, manufactures and markets its C&A, Monterey and Crossley brands for a wide variety of end markets, including corporate offices, education, healthcare, government facilities and retail stores.
Because of the Companys diversity of its end markets, management believes its business tends to be less cyclical than that of many of its competitors, which rely more heavily on the corporate market. The ability to provide a package of
product offerings in various forms, coupled with flexible distribution channels, allows the Company to provide a wide array of floorcovering solutions for each of its customers. The Company is headquartered in Georgia, with additional
locations in California, Canada, the United Kingdom, and Asia.



The Company is a wholly owned subsidiary of Tandus Group, Inc. (Tandus), formerly known as CAF Holdings, Inc. Subsequent to a recapitalization transaction on January 25, 2001, a majority of Tanduss outstanding
capital stock is controlled by investment funds managed by Oaktree Capital Management, LLC (Oaktree) and Banc of America Capital Investors (BACI).



|3. |  | Reclassifications
|-- |  | -----------------



Certain prior period amounts have been reclassified to conform to the current periods presentation.



|4. |  | Cash and Cash Equivalents
|-- |  | -------------------------



The Company considers all short-term deposits and investments with original maturities of three months or less to be cash equivalents.



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|5. |  | Inventories
|-- |  | -----------



Net inventory balances are summarized below (in thousands):



|                |  | January 26, 2002 |        | October 26, 2002
|--------------- |  | ---------------- | ------ | ----------------
|                |  |                  |        | (Unaudited)     
|Raw materials   |  | $                | 12,121 |                 
|Work in process |  |                  | 4,693  |                 
|Finished goods  |  |                  | 15,020 |                 
|                |  |                  |        |                 
|                |  | $                | 31,834 |                 
|                |  |                  |        |                 



|6. |  | Revenue Recognition
|-- |  | -------------------



Revenue is recognized when carpet products and related accessories are shipped. The terms for these sales are FOB shipping point. For
product installations subject to customer approval, revenue is recognized upon acceptance by the customer.



The Company provides installation services to customers utilizing independent third-party contractors. The billings and expenses for these
services are included in net sales and cost of goods sold, respectively, in the accompanying consolidated statements of operations. These billings and expenses were $10.0 million and $11.1 million for the thirty-nine weeks ended October 26, 2002 and
October 27, 2001, respectively, and $5.1 million and $5.3 million for the thirteen weeks ended October 26, 2002 and October 27, 2001, respectively.



|7. |  | Accrued Expenses
|-- |  | ----------------



Accrued expenses are summarized below (in thousands):



|                                     |  | January 26, 2002 |        | October 26, 2002
|------------------------------------ |  | ---------------- | ------ | ----------------
|                                     |  |                  |        | (Unaudited)     
|Payroll and employee benefits        |  | $                | 5,192  |                 
|Accrued taxes                        |  |                  | 2,517  |                 
|Customer claims                      |  |                  | 1,475  |                 
|Fair value of derivative instruments |  |                  | 5,162  |                 
|Accrued interest                     |  |                  | 1,796  |                 
|Customer deposits                    |  |                  | 615    |                 
|Accrued professional fees            |  |                  | 765    |                 
|Other                                |  |                  | 1,628  |                 
|                                     |  |                  |        |                 
|                                     |  | $                | 19,150 |                 
|                                     |  |                  |        |                 



|8. |  | Goodwill and Other Intangible Assets
|-- |  | ------------------------------------



In June 2001, the Financial Accounting Standards Board (FASB) finalized SFAS No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interest method of accounting for business combinations. SFAS No. 141 also requires
the recognition of acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS No. 141 applies to all business combinations initiated after June 30, 2001 and for purchase combinations completed on or
after July 1, 2001.



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SFAS No. 142
requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS No. 142 requires companies to identify reporting units for the purposes of assessing potential
future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested
for impairment in accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those
assets were initially recognized. SFAS No. 142 requires a transitional test for potential impairment of goodwill within six months of adoption, while a second test, if needed, measures the amount of impairment, if any. Any impairment charge
resulting from the transitional impairment tests will be reflected as the cumulative effect of a change in accounting principle. The Company expects to evaluate goodwill for impairment during the fourth quarter of each year.



In connection with the adoption of SFAS No. 142, the Company
obtained independent appraisals to determine the fair values of these intangible assets as of January 27, 2002 and compared their fair values with their carrying values. The Company has determined that the goodwill associated with Crossley Carpet
Mills Limited (Crossley) is impaired based upon the fair values compared to the carrying value.



The impact of recent economic conditions and industry specific conditions affecting Crossleys business resulted in reduced fair
values and gave rise to a non-cash goodwill impairment charge of $3.2 million. The goodwill impairment charge was recorded retroactively to January 27, 2002 as a cumulative effect of a change in accounting principle for goodwill impairment in
accordance with SFAS No. 142.



This non-cash
goodwill impairment charge does not impact the Companys liquidity, cash flow or its compliance with financial or other covenants under its credit agreement or other contractual arrangements.



As noted above, the non-cash goodwill impairment charge is to
be recorded as a cumulative effect of a change in accounting principle retroactive to January 27, 2002. The table below reflects the impact of this accounting change on the consolidated statement of operations of the Company for the following
periods.



|                                                    |  | Thirteen Weeks Ended April 27, 2002 |        |   | Twenty-Six Weeks Ended July 27, 2002 |  
|--------------------------------------------------- |  | ----------------------------------- | ------ | - | ------------------------------------ | -
|Net income (loss):                                  |  |                                     |        |   |                                      |  
|As reported                                         |  | $                                   | (1,348 | ) |                                      | $
|Cumulative effect of change in accounting principle |  |                                     | (3,240 | ) |                                      |  
|                                                    |  |                                     |        |   |                                      |  
|As adjusted                                         |  | $                                   | (4,588 | ) |                                      | $
|                                                    |  |                                     |        |   |                                      |  



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SFAS No.
142 requires disclosure of net income after being adjusted to reflect the results for the respective periods as if SFAS No. 142 had been in effect for all periods presented. The impact of these items is shown net of tax.



|                                                                                                                                                                                              |  | Thirteen Weeks Ended October 27, 2001 |        | Thirty-Nine Weeks Ended October 27, 2001     |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | -------------------------------------------- | -
|Net income                                                                                                                                                                                    |  | $                                     | 1,756  |                                              | $
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|                                                                                                                                                                                             
|A reconciliation from the previously reported results to the adjusted results for the
thirteen weeks and thirty-nine weeks ended October 27, 2001 is as follows:                             
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | Thirteen Weeks Ended October 27, 2001 |        | Thirty-Nine Weeks Ended October 27, 2001     |  
|Net income as reported                                                                                                                                                                        |  | $                                     | 1,075  |                                              | $
|Plus: Goodwill amortization                                                                                                                                                                   |  |                                       | 520    |                                              |  
|Plus: Trade name amortization                                                                                                                                                                 |  |                                       | 161    |                                              |  
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|Adjusted net income                                                                                                                                                                           |  | $                                     | 1,756  |                                              | $
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | October 26, 2002                      |       
|                                                                                                                                                                                              |  | Gross Carrying Amount                 |        | Accumulated Amortization                     |  
|Amortized intangible assets:                                                                                                                                                                  |  |                                       |        |                                              |  
|Non-compete                                                                                                                                                                                   |  | $                                     | 12,000 |                                              | $
|Patent                                                                                                                                                                                        |  |                                       | 27,000 |                                              |  
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|Total                                                                                                                                                                                         |  | $                                     | 39,000 |                                              | $
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|                                                                                                                                                                                             
|The patent is being amortized over an eleven-year period using the straight-line method.
The non-compete is being amortized over a seven-year period using a double-declining balance method. | 
|                                                                                                                                                                                             
|Unamortized intangible assets:                                                                                                                                                                |  |                                       |        |                                              |  
|Trade name                                                                                                                                                                                    |  | $                                     | 23,613 |                                              |  
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|                                                                                                                                                                                             
|                                                                                                                                                                                              |  | Thirteen Weeks Ended October 26, 2002 |        | Thirty-Nine Weeks     Ended
October 26, 2002 |  
|Aggregate amortization expense                                                                                                                                                                |  | $                                     | 988    |                                              | $
|                                                                                                                                                                                              |  |                                       |        |                                              |  
|                                                                                                                                                                                             
|Estimated amortization expense:                                                                                                                                                               |  |                                       |        |                                              |  
|Fiscal 2002                                                                                                                                                                                   |  | $                                     | 3,932  |                                              |  
|Fiscal 2003                                                                                                                                                                                   |  | $                                     | 3,193  |                                              |  
|Fiscal 2004                                                                                                                                                                                   |  | $                                     | 2,455  |                                              |  
|Fiscal 2005                                                                                                                                                                                   |  | $                                     | 2,455  |                                              |  
|Fiscal 2006                                                                                                                                                                                   |  | $                                     | 2,455  |                                              |  



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The changes in
the carrying amount of goodwill for the period ended October 26, 2002 is as follows:



|                                  |  | FLOORCOVERINGS SEGMENT |        |   | EXTRUSION SEGMENT |   | TOTAL  | 
|--------------------------------- |  | ---------------------- | ------ | - | ----------------- | - | ------ | 
|Balance as of January 26, 2002    |  | $                      | 95,987 |   |                   | $ |       | 
|Goodwill acquired during the year |  |                        |       |   |                   |   | 13,594 | 
|Impairment loss                   |  |                        | (3,240 | ) |                   |   |       | 
|                                  |  |                        |        |   |                   |   |        | 
|Balance as of October 26, 2002    |  | $                      | 92,747 |   |                   | $ | 13,594 | 
|                                  |  |                        |        |   |                   |   |        | 



|9. |  | Recent Accounting Pronouncements
|-- |  | --------------------------------



In June 2001, the FASB approved the issuance of SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143
establishes accounting standards for the recognition and measurement of legal obligations associated with the retirement of tangible long-lived assets. SFAS No. 143 will become effective for the Company January 26, 2003 and requires recognition of a
liability for an asset retirement obligation in the period in which it is incurred. SFAS No. 143 is not expected to materially impact the Companys financial statements.



In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 44, Accounting for Intangible Assets of
Motor Carriers, FASB Statement No. 64, Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements, and amends FASB Statement No. 13, Accounting for Leases. SFAS No. 145 addresses the treatment of gains and losses
related to debt extinguishments and should only be classified as extraordinary items if they meet certain criteria. The provisions of this Statement are effective beginning May 15, 2002. The financial statements included herein reflect the adoption
of SFAS No. 145 as of the beginning of the Companys fiscal year. Prior year financial statements have also been restated to reflect the adoption of SFAS No. 145.



In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated With Exit or Disposal
Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies emerging issues task force issue No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). This statement requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair
value only when the liability is incurred. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We are in the process of evaluating the impact
this standard will have on our financial statements.



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|10. |  | Long-Term Debt
|--- |  | --------------



On February 20, 2002, the Company (the Issuer) issued at par value $175.0 million of 9.75% Senior Subordinated Notes due 2010
(the 9.75% Notes). Interest is payable semiannually in arrears on February 15 and August 15, commencing August 15, 2002. The 9.75% Notes are unsecured obligations of the Issuer and are subordinated in right of payment to all existing and
future senior debt of the Issuer. The indenture governing the 9.75% Notes contains certain restrictive covenants that limit the ability of the Issuer among other things, to incur additional indebtedness, to pay dividends or make certain other
restricted payments, and to put limitations on the incurrence of indebtedness, asset dispositions, and transactions with affiliates. The 9.75% Notes are guaranteed on a senior subordinated basis by the Issuers existing domestic subsidiaries.



The proceeds of the offering were used to retire
$125.0 million of term bank debt plus accrued interest of $0.7 million, pay fees and offering expenses of $6.3 million, and terminate existing interest rate hedging agreements for $5.5 million. The remaining proceeds of $37.5 million were used for
general working capital purposes and to fund the Companys acquisition of an extrusion manufacturing facility on May 8, 2002. In connection with this term debt prepayment, the Company recorded the write-off of a pro-rata share of deferred
financing costs associated with the term debt. The amount of these expenses were $2.6 million and are reflected in interest expense in the consolidated statement of operations.



Upon the occurrence of certain events, as set forth in the indenture, the Issuer is required to repurchase
the 9.75% Notes at a purchase price in cash equal to 101.0% of the principal amount, plus accrued and unpaid interest at the date of repurchase. Prior to February 15, 2005, the Issuer can redeem up to 35.0% of the original principal amount of the
9.75% Notes with the proceeds of an equity offering at a price of 109.75% of the principal amount, plus accrued and unpaid interest at the date of repurchase.



On or after February 15, 2006, the Issuer can redeem all or a portion of the 9.75% Notes at the redemption prices listed below, plus
accrued and unpaid interest at the date of repurchase if redeemed during the twelve month period commencing February 15thof the years set forth below.



|Period              |  | Redemption Price
|------------------- |  | ----------------
|2006                |  | 104.875%        
|2007                |  | 102.438%        
|2008 and Thereafter |  | 100.000%        



In
connection with the 9.75% Notes offering, the Company amended its Senior Credit Facility (Senior Credit Facility). The amended Senior Credit Facility consists of $59.0 million in term loan borrowings and a $50.0 million revolving credit
line, which includes a letter-of-credit sublimit of $15.0 million. In addition, the amended Senior Credit Facility allows for up to $75.0 million of additional term loans to be made under the existing facility, subject to one or more lenders
committing to provide such loans and other specific requirements, including compliance with financial covenants.



The amended Senior Credit Facility bears interest at a per annum rate equal to the Companys choice of (a) an adjusted rate based on
LIBOR plus a Eurodollar margin or (b) an alternative base rate, as defined by the Senior Credit Facility, plus a base rate margin. With respect to the revolving facility, the Eurodollar margin and the base rate margin adjust quarterly on a sliding
scale based on our leverage ratio for the immediately preceding four consecutive fiscal quarters. With respect to the term loan, the Eurodollar margin is 3.5% and the base rate margin is 2.5%.



The term loan matures on January 25, 2008. Approximately 0.25%
of the principal amount is payable each quarter commencing March 31, 2003 through March 31, 2007, with the remaining approximately 95.0% of the principal amount payable in four installments on June 30, September 30 and December 31, 2007, and January
25, 2008. Borrowings under the revolving Senior Credit Facility are due January 25, 2007 and may be repaid and reborrowed from time to time prior to maturity.



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The amended Senior Credit Facility contains covenants, representations and warranties that
are customary in credit agreements and security instruments relating to financing of this type. Obligations under the Senior Credit Facility are secured by a pledge of all the Companys capital stock, substantially all tangible and intangible
assets and 65.0% of the capital stock of, or equity interest in, each of the foreign subsidiaries. All obligations under the Senior Credit Facility are guaranteed by all present and future domestic subsidiaries.



During the thirteen weeks ended October 26, 2002, the Company
prepaid $1.5 million of the term loan. In connection with these term debt prepayments, the Company recorded the write-off of a pro-rata share of deferred financing costs associated with the term debt. The amounts of these expenses were $0.1 million
and are reflected in interest expense in the consolidated statement of operations.



Total net interest expense was $5.5 million and $8.6 million for the thirteen weeks ended October 26, 2002 and October 27, 2001, respectively, which included minimal interest income. Total net interest
expense was $18.8 million and $20.4 million for the thirty-nine weeks ended October 26, 2002 and October 27, 2001, respectively, which included interest income of $0.2 million and $0.1 million, respectively.



11.    Segment Information



The Company has adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information. This statement addresses reporting of operating segment information and disclosures about products, services, geographic areas, and major customers. Management has reviewed the requirements of
SFAS No. 131 concluding that the Company operates its business as two reportable segments: Floorcoverings and Extrusion.



Accounting policies of the segments are the same as those described in the summary of significant accounting policies. Performance of the
segments is evaluated on Adjusted EBITDA which represents earnings before interest, taxes, depreciation, amortization and the cumulative effect of change in accounting principle, plus Chroma Systems Partners (Chroma) cash dividends
and the minority interest in income of subsidiary less equity in earnings of Chroma.



The Floorcoverings segment represents all floorcoverings products. These products are six-foot roll carpet, modular carpet tile and tufted
and woven broadloom carpet. The Extrusion segment represents the Companys extrusion plant which was acquired on May 8, 2002. Products in this segment are nylon or polypropylene extruded yarn.



No single customer amounted to or exceeded 10.0% of the
Floorcovering segments sales for any period presented. The Extrusion segments largest customer accounted for 78% and 73% of sales in the thirteen weeks and thirty-nine weeks ended October 26, 2002, respectively, as a result of a supply
agreement with the seller.



As discussed in Note
8, a non-cash goodwill impairment charge of $3.2 million was recorded in the Floorcoverings segment. The charge was recorded retroactively to January 27, 2002 as a cumulative effect of change in accounting principle.





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The table
below provides certain financial information by segment:



|                                  |  | Thirteen Weeks Ended |        | Thirty-Nine Weeks Ended
|--------------------------------- |  | -------------------- | ------ | -----------------------
|                                  |  | October 27, 2001     |        | October 26, 2002       
|Net Sales to External Customers   |  |                      |        |                        
|Floorcoverings                    |  | $                    | 82,433 |                        
|Extrusion                         |  |                      |       |                        
|                                  |  |                      |        |                        
|Total Sales to External Customers |  | $                    | 82,433 |                        
|                                  |  |                      |        |                        



|                      |  | Thirteen Weeks Ended |        | Thirty-Nine Weeks Ended
|--------------------- |  | -------------------- | ------ | -----------------------
|                      |  | October 27, 2001     |        | October 26, 2002       
|Adjusted EBITDA       |  |                      |        |                        
|Floorcoverings        |  | $                    | 14,857 |                        
|Extrusion             |  |                      |       |                        
|                      |  |                      |        |                        
|Total Adjusted EBITDA |  | $                    | 14,857 |                        
|                      |  |                      |        |                        



|                          |  | January 26, 2002 |         | October 26, 2002
|------------------------- |  | ---------------- | ------- | ----------------
|Consolidated Assets       |  |                  |         |                 
|Floorcoverings            |  | $                | 270,433 |                 
|Extrusion                 |  |                  |        |                 
|                          |  |                  |         |                 
|Total Consolidated Assets |  | $                | 270,433 |                 
|                          |  |                  |         |                 



12.    Investment in Equity Affiliate



Monterey Carpets, Inc. has a one-half ownership interest in Chroma Systems Partners (Chroma), which operates a carpet dyeing and finishing plant. Because the Company does not
exercise control over the partnership, the Company accounts for the partnership under the equity method of accounting. The condensed financial information of Chroma for the thirty-nine weeks ended October 27, 2001 and October 26, 2002 and as of
October 27, 2001 and October 26, 2002, are summarized below:



|                                        |  | As of October 27, 2001 |        | As of October 26, 2002
|--------------------------------------- |  | ---------------------- | ------ | ----------------------
|Current Assets                          |  | $                      | 2,182  |                       
|Non-current Assets                      |  |                        | 9,005  |                       
|                                        |  |                        |        |                       
|Total Assets                            |  | $                      | 11,187 |                       
|                                        |  |                        |        |                       
|                                       
|Current Liabilities                     |  | $                      | 1,337  |                       
|Long Term Debt                          |  |                        | 5,236  |                       
|Partners Capital                       |  |                        | 4,614  |                       
|                                        |  |                        |        |                       
|Total Liabilities and Partners Capital |  | $                      | 11,187 |                       
|                                        |  |                        |        |                       





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|                       |  | Thirty-Nine Weeks Ended
|---------------------- |  | -----------------------
|                       |  | October 27,2001        
|Net Sales              |  | $                      
|Cost of Goods Sold     |  |                        
|                       |  |                        
|Gross Profit           |  |                        
|Income From Operations |  |                        
|Net Income             |  |                        



13.    Comprehensive Income



Comprehensive income is as follows:



Thirteen Weeks Ended

Thirty-Nine Weeks EndedOctober 27,2001


October 26, 2002

October 27,2001


October 26, 2002NET INCOME

$
1,075


$
2,190

$
8,847


$
6,634OTHER COMPREHENSIVE INCOME (LOSS):Foreign Currency Translation Adjustments


(233
)


65


(377
)


(265
)COMPREHENSIVE INCOME

$
842


$
2,255

$
8,470


$
6,369




14.    Acquisition



On May 8, 2002, CAF Extrusion, Inc., a wholly-owned subsidiary, acquired a yarn extrusion manufacturing plant located in Calhoun, Georgia. In addition, CAF Extrusion, Inc. purchased the real property on which the plant is located
from a third party. The acquisition was funded from cash on hand. The cash purchase price was $34.8 million plus $0.3 million for acquisition related expenses and consisted of $2.4 million for the land and building, $1.4 million for inventory, $17.7
million for machinery and equipment and $13.6 million for goodwill which was assigned an indefinite life. This is a preliminary allocation, which will be revised upon completion of the valuation of the assets. The acquisition has been accounted for
by the purchase method and, accordingly, the results of operations of CAF Extrusion, Inc. have been included in the Companys consolidated financial statements from May 8, 2002.



In connection with the transaction, CAF Extrusion, Inc. entered into a three-year supply agreement with the
seller of the manufacturing plant. CAF Extrusion, Inc. will be a non-exclusive supplier to the seller, and is to make available certain quantities of product at predetermined prices defined in the supply agreement, which is adjusted quarterly to
reflect changes in the actual manufacturing costs.



Through this acquisition, the Company will have a portion of its primary raw material internally produced at significantly lower costs than the Company has historically procured from the open market. In addition, the lower cost raw
material will allow each operating brand to expand its focus into additional markets.





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|15. |  | Condensed Consolidating Financial Statements
|--- |  | --------------------------------------------



The 9.75% Notes of the Company are guaranteed by certain of the Companys domestic subsidiaries. Separate consolidated financial
statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of October 26, 2002 and January 26,
2002, and for each of the thirteen weeks and thirty-nine weeks ended October 26, 2002 and October 27, 2001 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:



Guarantor Financial Statements

Condensed Consolidating Statements of Operations

For the Thirteen Weeks Ended October 26, 2002



(Unaudited and In Thousands)



|                                           |  | Issuer |        | Guarantor Subsidiaries |   | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated Total |       
|------------------------------------------ |  | ------ | ------ | ---------------------- | - | -------------------------- |  | - | ------------ | - |  | ------------------ | ------
|Net Sales                                  |  | $      | 51,352 |                        | $ | 24,850                     |  | $ | 10,779       |   |  | $                  | (2,699
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       
|Cost of Goods Sold                         |  |        | 32,748 |                        |   | 18,353                     |  |   | 9,023        |   |  |                    | (2,699
|Selling, General & Administrative Expenses |  |        | 11,719 |                        |   | 4,133                      |  |   | 2,061        |   |  |                    |      
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       
|                                           |  |        | 44,467 |                        |   | 22,486                     |  |   | 11,084       |   |  |                    | (2,699
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       
|Operating Income                           |  |        | 6,885  |                        |   | 2,364                      |  |   | (305         | ) |  |                    |      
|Minority Interest in Loss of Subsidiary    |  |        |       |                        |   |                           |  |   | (1           | ) |  |                    |      
|Equity in Earnings of Affiliate            |  |        |       |                        |   | 484                        |  |   |             |   |  |                    |      
|Net Interest Expense                       |  |        | 5,456  |                        |   |                           |  |   | 8            |   |  |                    |      
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       
|Income (Loss) Before Income Taxes          |  |        | 1,429  |                        |   | 2,848                      |  |   | (312         | ) |  |                    |      
|Income Tax Expense                         |  |        | 591    |                        |   | 1,151                      |  |   | 33           |   |  |                    |      
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       
|Net Income (Loss)                          |  | $      | 838    |                        | $ | 1,697                      |  | $ | (345         | ) |  | $                  |      
|                                           |  |        |        |                        |   |                            |  |   |              |   |  |                    |       





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Guarantor
Financial Statements

Condensed Consolidating Statement of Operations

For the Thirteen Weeks Ended October 27, 2001



(Unaudited and In Thousands)



|                                           |  | Issuer |        |   | Guarantor Subsidiaries |   | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated Total |       
|------------------------------------------ |  | ------ | ------ | - | ---------------------- | - | -------------------------- |  | - | ------------ | - |  | ------------------ | ------
|Net Sales                                  |  | $      | 53,863 |   |                        | $ | 18,948                     |  | $ | 12,924       |   |  | $                  | (3,302
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       
|Cost of Goods Sold                         |  |        | 34,973 |   |                        |   | 12,206                     |  |   | 11,120       |   |  |                    | (3,302
|Selling, General & Administrative Expenses |  |        | 10,978 |   |                        |   | 4,705                      |  |   | 1,732        |   |  |                    |      
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       
|                                           |  |        | 45,951 |   |                        |   | 16,911                     |  |   | 12,852       |   |  |                    | (3,302
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       
|Operating Income                           |  |        | 7,912  |   |                        |   | 2,037                      |  |   | 72           |   |  |                    |      
|Minority Interest in Loss of Subsidiary    |  |        |       |   |                        |   |                           |  |   | (23          | ) |  |                    |      
|Equity in Earnings of Affiliate            |  |        |       |   |                        |   | 367                        |  |   |             |   |  |                    |      
|Net Interest Expense                       |  |        | 8,570  |   |                        |   |                           |  |   | 28           |   |  |                    |      
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       
|(Loss) Income Before Income Taxes          |  |        | (658   | ) |                        |   | 2,404                      |  |   | 67           |   |  |                    |      
|Income Tax Expense                         |  |        | 706    |   |                        |   |                           |  |   | 32           |   |  |                    |      
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       
|Net (Loss) Income                          |  | $      | (1,364 | ) |                        | $ | 2,404                      |  | $ | 35           |   |  | $                  |      
|                                           |  |        |        |   |                        |   |                            |  |   |              |   |  |                    |       





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Guarantor Financial Statements

Condensed Consolidating Statement of Operations

For the Thirty-Nine Weeks Ended October 26, 2002



(Unaudited and In Thousands)



|                                                   |  | Issuer |         | Guarantor Subsidiaries |   | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated Total |       
|-------------------------------------------------- |  | ------ | ------- | ---------------------- | - | -------------------------- |  | - | ------------ | - |  | ------------------ | ------
|Net Sales                                          |  | $      | 161,567 |                        | $ | 64,486                     |  | $ | 33,589       |   |  | $                  | (9,045
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|Cost of Goods Sold                                 |  |        | 97,625  |                        |   | 46,000                     |  |   | 28,064       |   |  |                    | (9,045
|Selling, General & Administrative Expenses         |  |        | 36,263  |                        |   | 12,969                     |  |   | 4,999        |   |  |                    |      
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|                                                   |  |        | 133,888 |                        |   | 58,969                     |  |   | 33,063       |   |  |                    | (9,045
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|Operating Income                                   |  |        | 27,679  |                        |   | 5,517                      |  |   | 526          |   |  |                    |      
|Minority Interest in Income of Subsidiary          |  |        |        |                        |   |                           |  |   | 5            |   |  |                    |      
|Equity in Earnings of Affiliate                    |  |        |        |                        |   | 1,493                      |  |   |             |   |  |                    |      
|Net Interest Expense                               |  |        | 18,728  |                        |   |                           |  |   | 23           |   |  |                    |      
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|Income Before Income Taxes                         |  |        | 8,951   |                        |   | 7,010                      |  |   | 498          |   |  |                    |      
|Income Tax Expense                                 |  |        | 3,631   |                        |   | 2,854                      |  |   | 100          |   |  |                    |      
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|Income Before Change in Accounting Principle       |  |        | 5,320   |                        |   | 4,156                      |  |   | 398          |   |  |                    |      
|Cumulative Effect of Change in AccountingPrinciple |  |        |        |                        |   |                           |  |   | (3,240       | ) |  |                    |      
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       
|Net Income (Loss)                                  |  | $      | 5,320   |                        | $ | 4,156                      |  | $ | (2,842       | ) |  | $                  |      
|                                                   |  |        |         |                        |   |                            |  |   |              |   |  |                    |       





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Guarantor
Financial Statements

Condensed Consolidating Statements of Operations

For the Thirty-Nine Weeks Ended October 27, 2001



(Unaudited and In Thousands)



|                                           |  | Issuer |         | Guarantor Subsidiaries |   | Non-Guarantor Subsidiaries |  | Eliminations |        |  | Consolidated Total
|------------------------------------------ |  | ------ | ------- | ---------------------- | - | -------------------------- |  | ------------ | ------ |  | ------------------
|Net Sales                                  |  | $      | 174,192 |                        | $ | 58,973                     |  | $            | 38,542 |  | $                 
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   
|Cost of Goods Sold                         |  |        | 108,361 |                        |   | 38,280                     |  |              | 31,871 |  |                   
|Selling, General & Administrative Expenses |  |        | 37,352  |                        |   | 14,749                     |  |              | 6,072  |  |                   
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   
|                                           |  |        | 145,713 |                        |   | 53,029                     |  |              | 37,943 |  |                   
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   
|Operating Income                           |  |        | 28,479  |                        |   | 5,944                      |  |              | 599    |  |                   
|Minority Interest in Income of Subsidiary  |  |        |        |                        |   |                           |  |              | 45     |  |                   
|Equity in Earnings of Affiliate            |  |        |        |                        |   | 1,314                      |  |              |       |  |                   
|Net Interest Expense                       |  |        | 20,277  |                        |   | 18                         |  |              | 108    |  |                   
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   
|Income Before Income Taxes                 |  |        | 8,202   |                        |   | 7,240                      |  |              | 446    |  |                   
|Income Tax Expense                         |  |        | 6,918   |                        |   | 24                         |  |              | 99     |  |                   
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   
|Net Income                                 |  | $      | 1,284   |                        | $ | 7,216                      |  | $            | 347    |  | $                 
|                                           |  |        |         |                        |   |                            |  |              |        |  |                   





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Guarantor
Financial Statements

Condensed Consolidating Balance Sheets

October 26, 2002



(Unaudited and In Thousands)



|                                                        |  | Issuer |         |   | Guarantor Subsidiaries |   | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated Total |        
|------------------------------------------------------- |  | ------ | ------- | - | ---------------------- | - | -------------------------- |  | - | ------------ | - |  | ------------------ | -------
|ASSETS                                                  |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|CURRENT ASSETS:                                         |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|Cash and cash equivalents                               |  | $      | 8,735   |   |                        | $ |                           |  | $ | 1,946        |   |  | $                  |       
|Accounts receivable, net                                |  |        | 22,255  |   |                        |   | 14,665                     |  |   | 7,555        |   |  |                    |       
|Inventories                                             |  |        | 18,009  |   |                        |   | 10,179                     |  |   | 9,639        |   |  |                    |       
|Deferred tax assets                                     |  |        | 1,212   |   |                        |   | 704                        |  |   | 188          |   |  |                    |       
|Prepaid expenses and other                              |  |        | 1,314   |   |                        |   | 245                        |  |   | 723          |   |  |                    |       
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|Total current assets                                    |  |        | 51,525  |   |                        |   | 25,793                     |  |   | 20,051       |   |  |                    |       
|                                                       
|PROPERTY, PLANT AND EQUIPMENT, net                      |  |        | 32,260  |   |                        |   | 24,824                     |  |   | 8,285        |   |  |                    |       
|DEFERRED TAX ASSETS                                     |  |        | 163     |   |                        |   | 27                         |  |   | 1,724        |   |  |                    | (29    
|GOODWILL                                                |  |        | 62,386  |   |                        |   | 43,955                     |  |   |             |   |  |                    |       
|OTHER INTANGIBLE ASSETS, net                            |  |        | 37,615  |   |                        |   |                           |  |   |             |   |  |                    |       
|INVESTMENT IN SUBSIDIARIES                              |  |        | 60,171  |   |                        |   |                           |  |   |             |   |  |                    | (60,171
|OTHER ASSETS                                            |  |        | 8,127   |   |                        |   | 2,311                      |  |   | 26           |   |  |                    |       
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|TOTAL ASSETS                                            |  | $      | 252,247 |   |                        | $ | 96,910                     |  | $ | 30,086       |   |  | $                  | (60,200
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|                                                       
|LIABILITIES AND STOCKHOLDERS EQUITY                    |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|CURRENT LIABILITIES:                                    |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|Accounts payable                                        |  | $      | 5,756   |   |                        | $ | 4,528                      |  | $ | 3,556        |   |  | $                  | 10     
|Accrued expenses                                        |  |        | 9,273   |   |                        |   | 8,901                      |  |   | 2,141        |   |  |                    |       
|Current portion of long-term debt                       |  |        | 1,104   |   |                        |   |                           |  |   | 90           |   |  |                    |       
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|Total current liabilities                               |  |        | 16,133  |   |                        |   | 13,429                     |  |   | 5,787        |   |  |                    | 10     
|                                                       
|INTERCOMPANY (RECEIVABLE) PAYABLE                       |  |        | (33,141 | ) |                        |   | 15,669                     |  |   | 17,482       |   |  |                    | (10    
|OTHER LIABILITIES, including post-retirement obligation |  |        | 3,816   |   |                        |   | 22                         |  |   | 176          |   |  |                    | (29    
|LONG-TERM DEBT, net of current portion                  |  |        | 225,725 |   |                        |   |                           |  |   | 4,301        |   |  |                    |       
|MINORITY INTEREST                                       |  |        |        |   |                        |   |                           |  |   |             |   |  |                    | 315    
|                                                       
|STOCKHOLDERS EQUITY                                    |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|Preferred stock                                         |  |        |        |   |                        |   |                           |  |   | 133          |   |  |                    | (133   
|Common stock                                            |  |        |        |   |                        |   | 2,056                      |  |   | 6,061        |   |  |                    | (8,117 
|Paid-in capital                                         |  |        | 72,648  |   |                        |   | 49,699                     |  |   | 2,365        |   |  |                    | (52,064
|Retained earnings (deficit)                             |  |        | (32,495 | ) |                        |   | 16,035                     |  |   | (5,533       | ) |  |                    | (74    
|Accumulated other comprehensive loss                    |  |        | (439    | ) |                        |   |                           |  |   | (686         | ) |  |                    | (98    
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|                                                        |  |        | 39,714  |   |                        |   | 67,790                     |  |   | 2,340        |   |  |                    | (60,486
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY              |  | $      | 252,247 |   |                        | $ | 96,910                     |  | $ | 30,086       |   |  | $                  | (60,200
|                                                        |  |        |         |   |                        |   |                            |  |   |              |   |  |                    |        







20



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Guarantor
Financial Statements

Condensed Consolidating Balance Sheets

January 26, 2002



(In Thousands)



|                                                         |  | Issuer |         |   | Guarantor Subsidiaries |   |         | Non-Guarantor Subsidiaries |  |   | Eliminations |   |  | Consolidated Total |        
|-------------------------------------------------------- |  | ------ | ------- | - | ---------------------- | - | ------- | -------------------------- |  | - | ------------ | - |  | ------------------ | -------
|ASSETS                                                   |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|CURRENT ASSETS:                                          |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|Cash and cash equivalents                                |  | $      | 2,271   |   |                        | $ | 49      |                            |  | $ | 3,914        |   |  | $                  |       
|Accounts receivable, net                                 |  |        | 21,754  |   |                        |   | 5,791   |                            |  |   | 5,979        |   |  |                    |       
|Inventories                                              |  |        | 15,246  |   |                        |   | 8,363   |                            |  |   | 8,225        |   |  |                    |       
|Deferred tax assets                                      |  |        | 3,213   |   |                        |   | 559     |                            |  |   | 183          |   |  |                    |       
|Prepaid expenses and other                               |  |        | 888     |   |                        |   | 107     |                            |  |   | 672          |   |  |                    |       
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|Total current assets                                     |  |        | 43,372  |   |                        |   | 14,869  |                            |  |   | 18,973       |   |  |                    |       
|                                                        
|PROPERTY, PLANT AND EQUIPMENT, net                       |  |        | 31,458  |   |                        |   | 6,305   |                            |  |   | 7,627        |   |  |                    |       
|DEFERRED TAX ASSETS                                      |  |        | 2,150   |   |                        |   | 55      |                            |  |   | 1,678        |   |  |                    | (7     
|GOODWILL                                                 |  |        | 62,386  |   |                        |   | 30,361  |                            |  |   | 3,240        |   |  |                    |       
|OTHER INTANGIBLE ASSETS, net                             |  |        | 40,560  |   |                        |   |        |                            |  |   |             |   |  |                    |       
|INVESTMENT IN SUBSIDIARIES                               |  |        | 60,171  |   |                        |   |        |                            |  |   |             |   |  |                    | (60,171
|OTHER ASSETS                                             |  |        | 4,987   |   |                        |   | 2,393   |                            |  |   | 26           |   |  |                    |       
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|TOTAL ASSETS                                             |  | $      | 245,084 |   |                        | $ | 53,983  |                            |  | $ | 31,544       |   |  | $                  | (60,178
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|                                                        
|LIABILITIES AND STOCKHOLDERS EQUITY                     |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|CURRENT LIABILITIES:                                     |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|Accounts payable                                         |  | $      | 5,461   |   |                        | $ | 3,165   |                            |  | $ | 2,790        |   |  | $                  |       
|Accrued expenses                                         |  |        | 12,201  |   |                        |   | 5,006   |                            |  |   | 1,943        |   |  |                    |       
|Current portion of long-term debt                        |  |        | 4,418   |   |                        |   |        |                            |  |   | 369          |   |  |                    |       
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|Total current liabilities                                |  |        | 22,080  |   |                        |   | 8,171   |                            |  |   | 5,102        |   |  |                    |       
|                                                        
|INTERCOMPANY (RECEIVABLE) PAYABLE                        |  |        | 1,231   |   |                        |   | (17,821 | )                          |  |   | 16,590       |   |  |                    |       
|OTHER LIABILITIES, including post- retirement obligation |  |        | 3,816   |   |                        |   |        |                            |  |   | 182          |   |  |                    | (7     
|LONG-TERM DEBT, net of current portion                   |  |        | 180,972 |   |                        |   |        |                            |  |   | 4,225        |   |  |                    |       
|MINORITY INTEREST                                        |  |        |        |   |                        |   |        |                            |  |   |             |   |  |                    | 310    
|                                                        
|STOCKHOLDERS EQUITY:                                    |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|Preferred stock                                          |  |        |        |   |                        |   |        |                            |  |   | 133          |   |  |                    | (133   
|Common stock                                             |  |        |        |   |                        |   | 2,056   |                            |  |   | 6,061        |   |  |                    | (8,117 
|Paid-in capital                                          |  |        | 72,648  |   |                        |   | 49,699  |                            |  |   | 2,365        |   |  |                    | (52,064
|Retained earnings (deficit)                              |  |        | (35,224 | ) |                        |   | 11,878  |                            |  |   | (2,693       | ) |  |                    | (69    
|Accumulated other comprehensive loss                     |  |        | (439    | ) |                        |   |        |                            |  |   | (421         | ) |  |                    | (98    
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|                                                         |  |        | 36,985  |   |                        |   | 63,633  |                            |  |   | 5,445        |   |  |                    | (60,481
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY               |  | $      | 245,084 |   |                        | $ | 53,983  |                            |  | $ | 31,544       |   |  | $                  | (60,178
|                                                         |  |        |         |   |                        |   |         |                            |  |   |              |   |  |                    |        





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Guarantor
Financial Statements

Condensed Consolidating Statements of Cash Flows

For the Thirty-Nine Weeks Ended October 26, 2002



(Unaudited and In Thousands)



|                                                    |  | Issuer |          |   | Guarantor Subsidiaries |   |        | Non-Guarantor Subsidiaries |  |   | Consolidated Total |  
|--------------------------------------------------- |  | ------ | -------- | - | ---------------------- | - | ------ | -------------------------- |  | - | ------------------ | -
|CASH FLOWS FROM OPERATING ACTIVITIES                |  | $      | 13,723   |   |                        | $ | (1,075 | )                          |  | $ | (424               | )
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|CASH FLOWS FROM INVESTING ACTIVITIES:               |  |        |          |   |                        |   |        |                            |  |   |                    |  
|Acquisition of business                             |  |        | (35,132  | ) |                        |   |       |                            |  |   |                   |  
|Equity distribution from affiliate                  |  |        |         |   |                        |   | 1,678  |                            |  |   |                   |  
|Additions to property, plant, and equipment         |  |        | (4,107   | ) |                        |   | (652   | )                          |  |   | (1,206             | )
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|Net cash (used in) provided by investing activities |  |        | (39,239  | ) |                        |   | 1,026  |                            |  |   | (1,206             | )
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES:               |  |        |          |   |                        |   |        |                            |  |   |                    |  
|Proceeds from issuance of long-term debt            |  |        | 175,000  |   |                        |   |       |                            |  |   |                   |  
|Repayments of long-term debt                        |  |        | (133,619 | ) |                        |   |       |                            |  |   | (338               | )
|Dividends to parent                                 |  |        | (2,593   | ) |                        |   |       |                            |  |   |                   |  
|Financing costs                                     |  |        | (6,808   | ) |                        |   |       |                            |  |   |                   |  
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|Net cash provided by (used in) financing activities |  |        | 31,980   |   |                        |   |       |                            |  |   | (338               | )
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS             |  |        | 6,464    |   |                        |   | (49    | )                          |  |   | (1,968             | )
|CASH AND CASH EQUIVALENTS, beginning of period      |  |        | 2,271    |   |                        |   | 49     |                            |  |   | 3,914              |  
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  
|CASH AND CASH EQUIVALENTS, end of period            |  | $      | 8,735    |   |                        | $ |       |                            |  | $ | 1,946              |  
|                                                    |  |        |          |   |                        |   |        |                            |  |   |                    |  







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Guarantor
Financial Statements

Condensed Consolidating Statement of Cash Flows

For the Thirty-Nine Weeks Ended October 27, 2001



(Unaudited and In Thousands)



|                                               |  | Issuer |         |   | Guarantor Subsidiaries |   |        | Non-Guarantor Subsidiaries |  |   | Consolidated Total |  
|---------------------------------------------- |  | ------ | ------- | - | ---------------------- | - | ------ | -------------------------- |  | - | ------------------ | -
|CASH FLOWS FROM OPERATING ACTIVITIES           |  | $      | 20,847  |   |                        | $ | 1,350  |                            |  | $ | 4,264              |  
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|CASH FLOWS FROM INVESTING ACTIVITIES:          |  |        |         |   |                        |   |        |                            |  |   |                    |  
|Equity distribution from affiliate             |  |        |        |   |                        |   | 1,137  |                            |  |   |                   |  
|Additions to property, plant and equipment     |  |        | (3,554  | ) |                        |   | (2,474 | )                          |  |   | (1,684             | )
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|Net cash used in investing activities          |  |        | (3,554  | ) |                        |   | (1,337 | )                          |  |   | (1,684             | )
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES:          |  |        |         |   |                        |   |        |                            |  |   |                    |  
|Net proceeds from revolving credit facilities  |  |        | (3,000  | ) |                        |   |       |                            |  |   |                   |  
|Proceeds from issuance of long-term debt       |  |        |        |   |                        |   |       |                            |  |   | 76                 |  
|Repayments of long-term debt                   |  |        | (11,419 | ) |                        |   |       |                            |  |   | (362               | )
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|Net cash used in financing activities          |  |        | (14,419 | ) |                        |   |       |                            |  |   | (286               | )
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|NET CHANGE IN CASH AND CASH EQUIVALENTS        |  |        | 2,874   |   |                        |   | 13     |                            |  |   | 2,294              |  
|CASH AND CASH EQUIVALENTS, beginning of period |  |        | 5,142   |   |                        |   | 51     |                            |  |   | 558                |  
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  
|CASH AND CASH EQUIVALENTS, end of period       |  | $      | 8,016   |   |                        | $ | 64     |                            |  | $ | 2,852              |  
|                                               |  |        |         |   |                        |   |        |                            |  |   |                    |  



|16. |  | Exchange Offer
|--- |  | --------------



In May 2002, the Company filed a registration statement under the Securities Act of 1933 pursuant to a registration rights
agreement entered into in connection with the 9.75% Notes offering. Under the registration rights agreement, the Company was required to register for exchange under the Securities Act of 1933 identical 9.75% senior subordinated notes due 2010 to
replace the outstanding 9.75% senior subordinated notes, which were issued in February 2002 without registration under the Securities Act of 1933 pursuant to an exemption from registration thereunder. The Securities and Exchange Commission declared
the registration statement relating to the exchange offer effective on August 12, 2002, and the exchange of the registered 9.75% senior subordinated notes due 2010 for the unregistered 9.75% senior subordinated notes due 2010 on September 13, 2002.
The Company did not receive any proceeds from the exchange offer transaction.





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##### Table of Contents



|Item  2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|-------- |  | -------------------------------------------------------------------------------------



The following discussion and analysis of the financial
condition and results of operations should be read in conjunction with and is qualified in its entirety by reference to our consolidated financial statements and the accompanying notes. Except for historical information, the discussions in this
section contain forward-looking statements that involve risks and uncertainties. Future results could differ materially from these discussed below for many reasons. See Forward-Looking Statements.



GENERAL



Based on annual sales and product brands, Collins &
Aikman Floorcoverings, Inc. (the Company), a Delaware corporation, is a leading manufacturer of floorcovering products for the North American specified commercial carpet market. The Companys floorcovering products include (i)
vinyl-backed six-foot roll carpet and modular carpet tile and (ii) high style tufted and woven broadloom carpet. The Company designs, manufactures and markets its C&A, Monterey and Crossley brands for a wide variety of end markets, including
corporate offices, education, healthcare, government facilities and retail stores. Because of the Companys diversity of its end markets, management believes its business tends to be less cyclical than that of many of its competitors, which
rely more heavily on the corporate market. The ability to provide a package of product offerings in various forms, coupled with flexible distribution channels, allows the Company to provide a wide array of floorcovering solutions for
each of its customers.



The Company is a wholly
owned subsidiary of Tandus Group, Inc. (Tandus), formerly known as CAF Holdings, Inc. Subsequent to a recapitalization transaction on January 25, 2001, a majority of Tanduss outstanding capital stock is controlled by investment
funds managed by Oaktree Capital Management, LLC (Oaktree) and Banc of America Capital Investors (BACI).



On May 8, 2002, CAF Extrusion, Inc., a wholly-owned subsidiary, acquired a yarn extrusion manufacturing plant located in Calhoun, Georgia.
In addition, CAF Extrusion, Inc. purchased the real property on which the plant is located from a third party. The acquisition was funded from cash on hand. The cash purchase price was $34.8 million plus $0.3 million for acquisition related expenses
and consisted of $2.4 million for the land and building, $1.4 million for inventory, $17.7 million for machinery and equipment and $13.6 million for goodwill which was assigned an indefinite life. This is a preliminary allocation and will be revised
upon completion of the valuation of the assets. In connection with the transaction, CAF Extrusion, Inc. entered into a three-year supply agreement with the seller of the manufacturing plant. The acquisition has been accounted for by the purchase
method and, accordingly, the results of operations of CAF Extrusion, Inc. have been included in the Companys consolidated financial statements from May 8, 2002.



During the thirteen weeks ended October 26, 2002, the Company prepaid $1.5 million of the term loan. In
connection with the term debt prepayments, the Company recorded the write-off of a pro-rata share of deferred financing costs associated with the term debt. The amount of these expenses was $0.1 million and are reflected in interest expense in the
consolidated statement of operations.





24



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##### Table of Contents



RESULTS OF OPERATIONS



The following table sets forth
certain operating results as a percentage of net sales for the periods indicated:



|                                           |  | Thirteen Weeks Ended |   |  | Thirty-Nine Weeks Ended |  
|------------------------------------------ |  | -------------------- | - |  | ----------------------- | -
|                                           |  | October 27, 2001     |   |  | October 26, 2002        |  
|Net Sales                                  |  | 100.0                | % |  | 100.0                   | %
|Cost of Goods Sold                         |  | 66.7                 |   |  | 68.1                    |  
|                                           |  |                      |   |  |                         |  
|Gross Profit                               |  | 33.3                 |   |  | 31.9                    |  
|Selling, General & Administrative Expenses |  | 21.1                 |   |  | 21.3                    |  
|                                           |  |                      |   |  |                         |  
|Operating Income                           |  | 12.2                 |   |  | 10.6                    |  
|Net Interest Expense                       |  | 10.4                 |   |  | 6.5                     |  
|Net Income                                 |  | 1.3                  |   |  | 2.6                     |  



RESULTS OF
OPERATIONS



Thirteen Weeks Ended October 26, 2002
As Compared with Thirteen Weeks Ended October 27, 2001



Net Sales.    Net sales for the thirteen weeks ended October 26, 2002 were $84.3 million, an increase of 2.2% from the $82.4 million for the thirteen weeks ended October 27, 2001. The increase in net sales
in the thirteen weeks ended October 26, 2002 was due to net sales of $8.3 million generated by the extrusion operation acquired May 8, 2002, partially offset by the slow demand throughout the specified commercial market in the United States. In
particular, demand in the corporate office market has been slow since 2001, and was severely impacted by the events of September 11, 2001. For the thirteen weeks ended October 26, 2002, the Companys sales to the corporate office market
decreased by 15.3% as compared to the prior year.



Cost of Goods Sold.    Cost of goods sold was $57.4 million for the thirteen weeks ended October 26, 2002 as compared to $55.0 million in the thirteen weeks ended October 27, 2001. This increase resulted
from the inclusion of the recently acquired extrusion operation and the underutilization of the Companys plants offset in part by management cost reduction initiatives. As a percentage of sales, these costs were 68.1% for 2002 and 66.7% for
2001.



Selling, General and Administrative
Expenses.    Selling, general and administrative expenses increased to $16.9 million, excluding other intangible assets amortization of $1.0 million, for the thirteen weeks ended October 26, 2002, an increase of 9.5% from
$15.4 million in the thirteen weeks ended October 27, 2001, which excluded goodwill and other intangible assets amortization of $2.0 million. This increase was primarily due to increased sampling costs of $0.4 million, foreign exchange losses of
$0.2 million, and outside services of $0.8 million. As a percentage of sales, these expenses, excluding amortization, increased to 20.1% from 18.7% in the prior year.



Interest Expense.    Net interest expense for the thirteen weeks ended October 26,
2002 and thirteen weeks ended October 27, 2001 was $5.5 million and $8.6 million, respectively, which included minimal interest income. Debt levels during the thirteen weeks ended October 26, 2002 were higher than the thirteen weeks ended October
27, 2001 due to the completion of the offering of the $175.0 million senior subordinated notes during the thirteen weeks ended April 27, 2002. Additionally, the thirteen weeks ended October 27, 2001 included a charge to interest expense of $4.2
million to reflect the fair value of the Companys interest rate hedging agreements.





25



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##### Table of Contents



Net
Income.    Net income for the thirteen weeks ended October 26, 2002 increased to net income of $2.2 million from $1.1 million of net income in the thirteen weeks ended October 27, 2001. This was due to the combined result of
the factors described above.



Adjusted
EBITDA.    Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization and the cumulative effect of change in accounting principle, plus Chroma cash dividends and the minority interest in income of
subsidiary less equity in earnings of Chroma. Adjusted EBITDA for the thirteen weeks ended October 26, 2002 decreased 12.1% to $13.1 million from $14.9 million in the thirteen weeks ended October 27, 2001. As a percentage of sales, Adjusted EBITDA
was 15.5% in the thirteen weeks ended October 26, 2002 compared to 18.0% in the thirteen weeks ended October 27, 2001. Adjusted EBITDA is presented because it is commonly used by certain investors and analysts to analyze a companys ability to
service debt. The Company utilizes Adjusted EBITDA as (a) a benchmark for its annual budget and long range plan, (b) a valuation method for potential acquisitions, and (c) a measure to determine compliance with senior credit facility debt covenants.
Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered an alternative to operating income or net income as a measure of operating performance or to net cash provided by
operating activities as a measure of liquidity. Because Adjusted EBITDA is not calculated identically by all companies, the presentation in these statements may not be comparable to those disclosed by other companies.



A reconciliation of net income to Adjusted EBITDA is as
follows:



Thirteen Weeks EndedOctober 27, 2001


October 26, 2002Net income

$
1,075


$
2,190Income taxes


738



1,775Net interest expense


8,598



5,464Depreciation and amortization


4,487



3,409Chroma cash dividends


349



707Equity in earnings in Chroma


(367
)


(484
)Minority interest in loss of subsidiary


(23
)


(1
)Adjusted EBITDA

$
14,857


$
13,060




RESULTS OF
OPERATIONS



Thirty-Nine Weeks Ended October 26,
2002 As Compared with Thirty-Nine Weeks Ended October 27, 2001



Net Sales.    Net sales for the thirty-nine weeks ended October 26, 2002 were $250.6 million, a decrease of 3.7% from the $260.3 million for the thirty-nine weeks ended October 27, 2001. The
decrease in net sales in the thirty-nine weeks ended October 26, 2002 was due to the continued slow demand throughout the specified commercial market in the United States. In particular, demand in the corporate office market has been slow since
2001, and was severely impacted by the events of September 11, 2001. For the thirty-nine weeks ended October 26, 2002, the Companys sales to the corporate office market decreased by 22.4% as compared to the prior year. This decrease was
partially offset by $15.9 million of net sales generated by the extrusion operation acquired May 8, 2002.



Cost of Goods Sold.    Cost of goods sold was $162.6 million for the thirty-nine weeks ended October 26, 2002
as compared to $167.1 million in the thirty-nine weeks ended October 27, 2001. This decrease resulted from lower net sales and management cost reduction initiatives partially offset by the inclusion of the newly acquired extrusion operation and
underutilization of the Companys plants. As a percentage of sales, these costs were 64.9% and 64.2%, respectively.





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Selling,
General and Administrative Expenses.    Selling, general and administrative expenses, excluding other intangible assets amortization of $2.9 million for the thirty-nine weeks ended October 26, 2002, decreased to $51.3
million, a decrease of 1.9% from $52.3 million in the thirty-nine weeks ended October 27, 2001, which excluded goodwill and other intangible assets amortization of $5.9 million. This decrease was primarily due to lower compensation expense of $0.7
million and foreign exchange gains of $0.8 million, which were partially offset by higher professional services of $0.4 million and depreciation expense of $0.2 million. As a percentage of sales, these expenses, excluding amortization, were flat at
20.1% for 2001 and 20.5% for 2002.



Interest
Expense.    Net interest expense for the thirty-nine weeks ended October 26, 2002 and thirty-nine weeks ended October 27, 2001 was $18.8 million and $20.4 million, respectively, which included interest income of $0.2 million
and $0.1 million, respectively. Debt levels during the thirty-nine weeks ended October 26, 2002 were higher than the thirty-nine weeks ended October 27, 2001 due to the completion of the offering of the $175.0 million senior subordinated notes
during the thirty-nine weeks ended October 26, 2002. The thirty-nine weeks ended October 26, 2002 include a charge to interest expense of $2.7 million to reflect the write-off of a pro-rata share of deferred financing costs associated with the
prepayment of term debt from proceeds of the 9.75% Notes offering and from cash generated by operations. However, the thirty-nine weeks ended October 27, 2001 included a charge to interest expense of $6.3 million to reflect the fair value of the
Companys interest rate hedging agreements.



Net Income.    Net income before the cumulative effect of the change in accounting principle, for the thirty-nine weeks ended October 26, 2002 increased to $9.9 million from $8.8 million in the thirty-nine
weeks ended October 27, 2001. This was due to the combined result of the factors described above.



Adjusted EBITDA.    Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization and
the cumulative effect of change in accounting principle, plus Chroma cash dividends and minority interest in income of subsidiary less equity in earnings of Chroma. Adjusted EBITDA for the thirty-nine weeks ended October 26, 2002 decreased to $44.9
million from $49.6 million in the thirty-nine weeks ended October 27, 2001, a decrease of 9.4%. As a percentage of sales, Adjusted EBITDA was 17.9% in the thirty-nine weeks ended October 26, 2002 compared to 19.0% in the thirty-nine weeks ended
October 27, 2001. Adjusted EBITDA is presented because it is commonly used by certain investors and analysts to analyze a companys ability to service debt. The Company utilizes Adjusted EBITDA as (a) a benchmark for its annual budget and long
range plan, (b) a valuation method for potential acquisitions, and (c) a measure to determine compliance with senior credit facility debt covenants. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting
principles and should not be considered an alternative to operating income or net income as a measure of operating performance or to net cash provided by operating activities as a measure of liquidity. Because Adjusted EBITDA is not calculated
identically by all companies, the presentation in these statements may not be comparable to those disclosed by other companies.



A reconciliation of net income to Adjusted EBITDA is as follows:



|                                                    |  | Thirty-Nine Weeks Ended |       
|--------------------------------------------------- |  | ----------------------- | ------
|                                                    |  | October 27, 2001        |       
|Net income                                          |  | $                       | 8,847 
|Cumulative effect of change in accounting principle |  |                         |      
|Income taxes                                        |  |                         | 7,041 
|Net interest expense                                |  |                         | 20,403
|Depreciation and amortization                       |  |                         | 13,412
|Chroma cash dividends                               |  |                         | 1,137 
|Equity in earnings in Chroma                        |  |                         | (1,314
|Minority interest in income of subsidiary           |  |                         | 45    
|                                                    |  |                         |       
|Adjusted EBITDA                                     |  | $                       | 49,571
|                                                    |  |                         |       





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LIQUIDITY AND CAPITAL
RESOURCES



The Companys principal
uses of cash have historically been for operating expenses, working capital, capital expenditures and debt repayment. The Company has financed its cash requirements through internally generated cash flows, borrowings and the offering of the senior
subordinated notes.



Net cash provided by
operating activities in the thirty-nine weeks ended October 26, 2002 was $12.2 million compared to net cash provided of $26.5 million in the thirty-nine weeks ended October 27, 2001. The change is due to a negative impact of $15.9 million in net
working capital. A negative impact to net working capital of $5.1 million was attributable to the May 2002 acquisition of the yarn extrusion plant. The Company invested in working capital initially for the extrusion facility and expects more level
working capital requirements going forward.



Net
cash used in investing activities in the thirty-nine weeks ended October 26, 2002 was $39.4 million compared to $6.6 million in the thirty-nine weeks ended October 27, 2001. The increase in cash used in investing activities was primarily due to the
acquisition of the yarn extrusion manufacturing plant and the real property on which the plant is located. Capital expenditures for the thirty-nine weeks ended October 26, 2002 were $6.0 million compared to $7.7 million for the thirty-nine weeks
ended October 27, 2001.



Net cash provided by
financing activities in the thirty-nine weeks ended October 26, 2002 was $31.6 million compared to net cash used of $14.7 million in the thirty-nine weeks ended October 27, 2001. The increase in cash provided by financing activities was due
primarily to the issuance of the 9.75% Notes and repayment of the Senior Credit Facility with a portion of the proceeds.



The Company has significant indebtedness which consists of $175.0 million in senior subordinated notes due 2010; a $109.0 million credit
facility which, at October 26, 2002 had an outstanding balance of $51.0 million in term loan borrowings; $0.6 million in sellers notes from the Companys July 1999 acquisition of Crossley; $0.6 million in purchase money indebtedness; $0.0
million in revolving line of credit borrowings and $3.8 million in sinking funds bonds under Crossley.



During the thirteen weeks ended October 26, 2002, the Company prepaid $1.5 million of term debt with cash generated from operations. In
connection with these term debt prepayments, the Company recorded the write-off of a pro-rata share of deferred financing costs associated with the term debt. The amount of these expenses were $0.1 million and are reflected in interest expense in
the consolidated statement of operations.



The
Companys ability to make scheduled payments of principal, interest, or to refinance its indebtedness, depends on its future performance, which, to a certain extent, is subject to general economic, financial, competitive, and other factors
beyond its control. However, there can be no assurance that the Companys business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable the Company to service its
indebtedness or to make necessary capital expenditures. We periodically evaluate potential acquisitions of businesses, which complement our existing operations. Depending on various factors, including, among others, the cash consideration required
in such potential acquisitions, we may determine to finance any such transaction with existing sources of liquidity.



Management believes that cash generated by its operations and availability under its $50.0 million revolving credit line will be
sufficient to fund the Companys current commitments and planned requirements.



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EFFECTS OF INFLATION



The impact of inflation on the
Companys operations has not been significant in recent years. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on the Companys operating results.



SEASONALITY



The Company experiences seasonal fluctuations, with generally
lower sales and gross profit in the first and fourth quarters of the fiscal year and higher sales and gross profit in the second and third quarters of the fiscal year. The seasonality of sales and profitability is primarily a result of
disproportionately higher education end market sales during the summer months.



RELIANCE ON PRIMARY THIRD-PARTY SUPPLIER OF NYLON YARN



E.I. DuPont de Nemours and Company (DuPont) currently supplies a majority of our requirements for nylon yarn, the principal raw material used in our floorcovering products. The
unanticipated termination or interruption of the supply arrangement with DuPont could have a material adverse effect on us because of the cost and delay associated with shifting this business to another supplier. Historically, we have not
experienced significant interruptions in the supply of nylon yarn from DuPont.



RECENT ACCOUNTING PRONOUNCEMENTS



In June 2001, the FASB approved the issuance of SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS 143 establishes accounting standards for the recognition and measurement of legal obligations associated with
the retirement of tangible long-lived assets. SFAS 143 will become effective for the Company on January 26, 2003 and requires recognition of a liability for an asset retirement obligation in the period in which it is incurred. SFAS No. 143 is not
expected to materially impact the Companys financial statements.



In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 rescinds FASB Statement No. 4,
Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers, FASB Statement No. 64, Extinguishment of Debt Made to Satisfy Sinking-Fund
Requirements, and amends FASB Statement No. 13, Accounting for Leases. SFAS No. 145 addresses the treatment of gains and losses related to debt extinguishments and should only be classified as extraordinary items if they meet
certain criteria. The provisions of this Statement are effective beginning May 15, 2002. The financial statements included herein reflect the adoption of SFAS No. 145 as of the beginning of the Companys fiscal year. Prior year financial
statements have also been restated to reflect the impact of SFAS No. 145.



In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated With Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal
activities and nullifies emerging issues task force issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring). This statement
requires that a liability for a cost associated with an exit or disposal activity be recognized and measured initially at fair value only when the liability is incurred. The provisions of this statement are effective for exit or disposal activities
that are initiated after December 31, 2002, with early application encouraged. We are in the process of evaluating the impact this standard will have on our financial statements.





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CRITICAL ACCOUNTING
POLICIES



Our significant accounting
policies are more fully described in Note 3 to the audited consolidated financial statements included in the Companys Form S-4 which was initially filed with the Securities and Exchange Commission on May 14, 2002 and made effective on August
12, 2002. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent
degree of uncertainty and actual results could differ from these estimates. These judgments are based on our historical experience, terms of existing contracts, current economic trends in the industry, information provided by our customers, and
information available from outside sources, as appropriate. The Companys significant accounting policies include:



Revenue Recognition.    Revenue is recognized when goods are shipped, which is when legal title passes to the
customer. For product installations subject to customer approval, revenue is recognized upon acceptance by the customer. The Company provides certain installation services to customers utilizing independent third-party contractors. The billings and
expenses for these services are included in net sales and cost of goods sold, respectively.



Impairment of Goodwill.    The Company periodically evaluates acquired businesses for potential impairment indicators. Judgments regarding the existence of impairment
indicators are based on legal factors, market conditions and operational performance of our acquired businesses. Future events could cause the Company to conclude that impairment indicators exist and that goodwill associated with acquired businesses
is impaired. Any resulting impairment loss could have a material adverse impact on the Companys financial condition and results of operations.



Allowance and/or reserve for product warranty and returns.    Warranty reserve and allowance for product
returns is established based upon best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. While we believe that our warranty reserve and allowance for product returns is adequate and
that the judgment applied is appropriate based upon our historical experience for these items, actual amounts determined to be due and payable would differ and additional allowances may be required.





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FORWARD-LOOKING
STATEMENT



The Company may from time to
time make written and oral forward-looking statements. Written forward-looking statements may appear in documents filed with the Securities and Exchange Commission, in press releases and in reports to shareholders. The Private Securities Litigation
Reform Act of 1995 contains a safe harbor for forward-looking statements. The Company relies on this safe harbor in making such disclosures. All statements contained in this Quarterly Report on Form 10-Q as to future expectations and financial
results including, but not limited to, statements containing the words plans, believes, intend, anticipates, expects, projects, should, will and similar
expressions, should be considered forward-looking statements subject to the safe harbor. The forward-looking statements are based on managements current beliefs and assumptions about expectations, estimates, strategies and projections for the
Company. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in
such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. The risks, uncertainties and assumptions regarding
forward-looking statements include, but are not limited to, product demand and market acceptance risks; product development risks, such as delays or difficulties in developing, producing and marketing new products; the impact of competitive
products, pricing and advertising constraints resulting from the financial condition of the Company, including the degree to which the Company is leveraged; cycles in the construction and renovation of commercial and institutional buildings; failure
to retain senior executives and other qualified personnel; unanticipated termination or interruption of the Companys arrangement with its primary third-party supplier of nylon yarn; debt service requirements and restrictions under credit
agreements and indentures; general economic conditions in the United States and in markets outside of the United States served by the Company; government regulations; risks of loss of material customers; environmental matters; and other risks
described in the Companys Securities and Exchange Commission filings.



Item 3.    Quantitative and Qualitative Disclosures About Market Risk



Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest
rates. Although we are not subject to material foreign currency exchange risk, we are exposed to changes in interest rates. Other than the 9.75% Notes, substantially all of our debt is variable rate debt. Therefore, interest rate changes therefore
generally do not affect the fair market value of such debt but do impact future earnings and cash flows, assuming other factors are held constant. Conversely, for fixed rate debt, interest changes do not impact future cash flow and earnings, but do
impact the fair market value of such debt, assuming other factors are held constant. At October 26 2002, we had variable rate debt of $51.0 million and fixed rate debt of $180.2 million. The variable interest rate per annum applicable to borrowings
under the Senior Credit Facility is equal to the Companys choice of (a) an adjusted rate based upon LIBOR plus a Eurodollar margin or (b) an alternative base rate, as defined by the Senior Credit Facility, plus a base rate margin. The
Eurodollar margin and the base rate margin adjust quarterly on a sliding scale based on our leverage ratio for the immediately preceding four fiscal quarters. See Note 10 Long-Term Debt in the accompanying financial statements.





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|Item |  | 4.         Controls and Procedures
|---- |  | ----------------------------------



Within 90 days prior to the date of filing of this report, the Company carried out an evaluation, under the
supervision and with the participation of the Companys Chief Executive Officer and the Chief Financial Officer, of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on
this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is
required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. The Chief Executive Officer and Chief Financial Officer also concluded that the
Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Companys periodic SEC filings. In connection with the new rules, the Company
is in the process of further reviewing and documenting its disclosure controls and procedures, including its internal controls and procedures for financial reporting, and may from time to time make changes designed to enhance their effectiveness and
to ensure that the Companys systems evolve with its business.



There have been no significant changes in the Companys internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.



PART II      Other Information



Item 1.         Legal Proceedings



The Company from time to time is subject to claims and suits arising in the ordinary course of business, including workers
compensation and product liability claims that may or may not be covered by insurance. The ultimate outcome of all legal proceedings to which the Company is a party will not, in the opinion of the Companys management, based on the facts
presently known to it, have a material adverse effect on the Companys financial condition or results of operations.



The Company is subject to federal, state, and local laws and regulations concerning the environment. In the opinion of the Companys
management, based on the facts presently known to it, the ultimate outcome of any environmental matters is not expected to have a material adverse effect on the Companys financial condition or results of operations.



|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------
|       
|(a)     |  | Exhibits                        
|       
|        |  | 99.1                            
|       
|        |  | 99.2                            

|   
|---
|(b)
|   
|   





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SIGNATURE



Pursuant to
the requirement 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.



|
|

| |  | COLLINS & AIKMAN FLOORCOVERINGS, INC. (Registrant)
| |  | --------------------------------------------------
|
| |  | By:                                               
| |  |                                                   



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CERTIFICATION



I, Edgar M. (Mac)
Bridger, certify that:



1.    I have reviewed this quarterly report on Form 10-Q/A of Collins & Aikman Floorcoverings, Inc.;



2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report;



3.    Based on my knowledge, the financial
statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the
quarterly report;



4.    The
registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-4) for the registrant and we have;



| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of this registrants disclosure controls and procedures as of a date with 90 days prior to the filing of this quarterly report (the
Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



5.    The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of
directors;



| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



6.    The
registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:    April 25, 2003

|                                                                            |  |  |  | 
|--------------------------------------------------------------------------- |  |  |  | 
|                                                                           
|/s/    EDGAR M. (MAC) BRIDGEREdgar M. (Mac) Bridger Chief Executive Officer |  |  |  | 



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CERTIFICATION



I, Darrel V. McCay, certify
that:



1.    I have
reviewed this quarterly report on Form 10-Q/A of Collins & Aikman Floorcoverings, Inc.;



2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-4) for the registrant and we have;



| | (a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | evaluated the effectiveness of this registrants disclosure controls and procedures as of a date with 90 days prior to the filing of this quarterly report (the
Evaluation Date); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



5.    The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of
directors;



| | (a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



6.    The
registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:    April 25, 2003



|                                                              |  |  |  | 
|------------------------------------------------------------- |  |  |  | 
|                                                             
|/s/    DARREL V. MCCAYDarrel V. McCay Chief Financial Officer |  |  |  | 



35