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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003 or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number I-91
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Furniture Brands International, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-0337683
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
- ------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-1100
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- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
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 12 b-2 of the Exchange Act).
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
55,754,382 shares as of July 31, 2003
-------------------------------------
PART I FINANCIAL INFORMATION
----------------------------
Item 1. Financial Statements
Consolidated Financial Statements for the quarter ended June 30, 2003.
Consolidated Balance Sheets
Consolidated Statements of Operations:
Three Months Ended June 30, 2003
Three Months Ended June 30, 2002
Six Months Ended June 30, 2003
Six Months Ended June 30, 2002
Consolidated Statements of Cash Flows:
Six Months Ended June 30, 2003
Six Months Ended June 30, 2002
Notes to Consolidated Financial Statements
The financial statements are unaudited, but include all adjustments (consisting
of normal recurring adjustments) which the management of the Company considers
necessary for a fair presentation of the results of the period. The results for
the three months and six months ended June 30, 2003 are not necessarily
indicative of the results to be expected for the full year.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
June 30, December 31,
2003 2002
---------- -----------
ASSETS
Current assets:
Cash and cash equivalents...................................................... $ 14,927 $ 15,074
Receivables, less allowances of $23,241
($20,751 at December 31, 2002)............................................... 394,103 375,050
Inventories...(Note 1)......................................................... 433,673 432,104
Deferred income taxes.......................................................... 17,470 17,768
Prepaid expenses and other current assets...................................... 13,738 9,463
---------- ----------
Total current assets......................................................... 873,911 849,459
---------- ----------
Property, plant and equipment.................................................... 680,699 660,937
Less accumulated depreciation.................................................. 351,347 327,566
---------- ----------
Net property, plant and equipment............................................ 329,352 333,371
---------- ----------
Goodwill......................................................................... 184,480 184,480
Other intangible assets.......................................................... 171,008 171,008
Other assets 28,039 29,084
---------- ----------
$1,586,790 $1,567,402
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued interest expense....................................................... $ 2,813 $ 3,018
Accounts payable and other accrued expenses.................................... 185,751 194,346
---------- ----------
Total current liabilities.................................................... 188,564 197,364
---------- ----------
Long-term debt 343,200 374,800
Deferred income taxes............................................................ 59,464 58,850
Other long-term liabilities...................................................... 68,939 66,873
Shareholders' equity:
Preferred stock, authorized 10,000,000
shares, no par value - issued, none.......................................... - -
Common stock, authorized 200,000,000 shares,
$1.00 stated value - issued 56,277,066
shares at June 30, 2003 and December 31, 2002................................ 56,277 56,277
Paid-in capital 221,774 221,696
Retained earnings.............................................................. 691,950 639,334
Accumulated other comprehensive income (Note 3)................................ (33,117) (35,917)
Treasury stock at cost (542,534 shares at
June 30, 2003 and 627,884 shares at
December 31, 2002)........................................................... (10,261) (11,875)
---------- ----------
Total shareholders' equity................................................... 926,623 869,515
---------- ----------
$1,586,790 $1,567,402
========== ==========
See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Three Months Three Months
Ended Ended
June 30, June 30,
2003 2002
------------ ------------
Net sales........................................................................ $ 579,612 $ 604,511
Costs and expenses:
Cost of operations............................................................. 420,557 429,577
Selling, general and administrative expenses................................... 105,414 108,470
Depreciation and amortization.................................................. 12,614 12,266
------------ ------------
Earnings from operations......................................................... 41,027 54,198
Interest expense 4,868 5,492
Other income, net 959 996
------------ ------------
Earnings before income tax expense............................................... 37,118 49,702
Income tax expense............................................................... 13,543 17,617
------------ ------------
Net earnings $ 23,575 $ 32,085
============ ============
Net earnings per common share:
Basic.......................................................................... $ 0.42 $ 0.58
======= =======
Diluted........................................................................ $ 0.42 $ 0.57
======= =======
Weighted average common shares outstanding (Note 2):
Basic.......................................................................... 55,697,528 55,553,253
========== ==========
Diluted........................................................................ 56,216,090 56,698,417
========== ==========
See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
2003 2002
---------- ----------
Net sales........................................................................ $1,193,456 $1,238,972
Costs and expenses:
Cost of operations............................................................. 857,056 885,828
Selling, general and administrative expenses................................... 219,602 218,768
Depreciation and amortization.................................................. 25,518 24,822
---------- ----------
Earnings from operations......................................................... 91,280 109,554
Interest expense 9,925 11,094
Other income, net 1,728 2,070
---------- ----------
Earnings before income tax expense............................................... 83,083 100,530
Income tax expense............................................................... 30,467 35,674
---------- ----------
Net earnings $ 52,616 $ 64,856
========== ==========
Net earnings per common share:
Basic.......................................................................... $ 0.95 $ 1.17
======= =======
Diluted........................................................................ $ 0.94 $ 1.15
======= =======
Weighted average common shares outstanding (Note 2):
Basic.......................................................................... 55,675,831 55,375,196
========== ==========
Diluted........................................................................ 56,108,081 56,570,135
========== ==========
See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Six Months Six Months
Ended Ended
June 30, June 30,
2003 2002
---------- ----------
Cash flows from operating activities:
Net earnings........................................................................ $ 52,616 $ 64,856
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization................................................... 25,518 24,822
Other noncash items, net........................................................ 502 5
Increase in receivables......................................................... (19,053) (35,311)
Increase in inventories......................................................... (1,569) (23,522)
Increase in prepaid expenses and other assets................................... (2,861) (3,854)
Increase (decrease)in accounts payable, accrued
interest expense and other accrued expenses................................... (8,470) 30,040
Increase (decrease) in net deferred tax liabilities............................. (473) 4,319
Increase in other long-term liabilities......................................... 7,654 801
---------- ----------
Net cash provided by operating activities........................................... 53,864 62,156
---------- ----------
Cash flows from investing activities:
Proceeds from the disposal of assets................................................ 157 1,193
Additions to property, plant and equipment.......................................... (23,745) (28,564)
---------- ----------
Net cash used by investing activities............................................... (23,588) (27,371)
---------- ----------
Cash flows from financing activities:
Payments of long-term debt.......................................................... (31,600) (49,000)
Proceeds from the issuance of treasury stock........................................ 1,177 13,114
---------- ----------
Net cash used by financing activities............................................... (30,423) (35,886)
---------- ----------
Net decrease in cash and cash equivalents............................................. (147) (1,101)
Cash and cash equivalents at beginning of period...................................... 15,074 15,707
---------- ----------
Cash and cash equivalents at end of period............................................ $ 14,927 $ 14,606
========== ==========
Supplemental Disclosure:
Cash payments for income taxes, net................................................. $ 35,908 $ 24,473
========== ==========
Cash payments for interest.......................................................... $ 9,912 $ 10,260
========== ==========
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
(1) Inventories are summarized as follows:
June 30, December 31,
2003 2002
----------- -----------
Finished products $ 264,472 $ 248,219
Work-in-process 57,577 65,196
Raw materials 111,624 118,689
------------ -----------
$ 433,673 $ 432,104
============ ===========
(2) Weighted average shares used in the computation of basic and diluted net
earnings per common share are as follows:
Three Months Ended Six Months Ended
-------------------------------- ---------------------------------
June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002
------------- ------------- ------------- -------------
Weighted average shares used
for basic net earnings per
common share 55,697,528 55,553,253 55,675,831 55,375,196
Effect of dilutive securities:
Stock options 518,562 1,145,164 432,250 1,194,939
------------ ------------ ---------- ------------
Weighted average shares used
for diluted net earnings
per common share 56,216,090 56,698,417 56,108,081 56,570,135
============ ============ ==========- ============
(3) Other comprehensive income is as follows:
Six Months Six Months
Ended Ended
June 30, June 30,
2003 2002
----------- -----------
Net earnings $ 52,616 $ 64,856
Other comprehensive income, net
of tax:
Financial instruments accounted
for as hedges 2,573 (1,585)
Foreign currency translation 227 550
----------- -----------
Other comprehensive income 2,800 (1,035)
----------- -----------
$ 55,416 $ 63,821
=========== ===========
The components of accumulated other comprehensive income, each presented
net of tax benefit, are as follows:
June 30, December 31,
2003 2002
----------- -----------
Market value of financial
instruments accounted
for as hedges $ (6,407) $ (8,980)
Minimum pension liability (26,512) (26,512)
Foreign currency translation (198) (425)
----------- -----------
$ (33,117) $ (35,917)
=========== ===========
(4) The Company accounts for stock-based employee compensation plans under the
intrinsic value based method. No stock-based employee compensation expense
is reflected in net income, as all options granted had an exercise price
equal to the market value of the underlying common stock on the date of
grant. Had compensation expense for the Company's stock-based compensation
plan been determined consistent with SFAS No. 123, net earnings and net
earnings per common share would have been as follows:
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net earnings, as reported $23,575 $32,085 $52,616 $64,856
Add: Stock-based employee
compensation expense, included
in reported net earnings,
net of related tax benefit - - - -
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of tax benefit (1,405) (1,323) (2,776) (2,646)
------- ------- ------- -------
Net earnings, pro forma $22,170 $30,762 $49,840 $62,210
======= ======= ======= =======
Earnings per share:
Basic - as reported $0.42 $0.58 $0.95 $1.17
Basic - pro forma $0.40 $0.55 $0.90 $1.12
Diluted - as reported $0.42 $0.57 $0.94 $1.15
Diluted - pro forma $0.40 $0.54 $0.90 $1.10
(5) The Company has provided lease guarantees for some independent dealers
opening stores under specific arrangements for certain of the Company's
operating units (e.g. Thomasville or Drexel Heritage). The lease guarantees
range from one to fifteen years and generally require the Company to make
lease payments in the event of default by the dealer. In the event of
default, the Company has the right to assign or assume the lease. The total
future lease payments guaranteed at June 30, 2003 were $84,871. The Company
believes the risk of significant loss from these lease guarantees is
remote.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
Furniture Brands International, Inc. (referred to herein as the "Company")
is one of the largest manufacturers of residential furniture in the United
States. The Company has four primary operating subsidiaries: Broyhill
Furniture Industries, Inc.; Lane Furniture Industries, Inc.; Thomasville
Furniture Industries, Inc., and HDM Furniture Industries, Inc. (which
includes the operations of Henredon, Drexel Heritage and Maitland-Smith).
Comparison of Three Months and Six Months Ended June 30, 2003 and 2002
Selected financial information for the three months and six months ended
June 30, 2003 and June 30, 2002 is presented below:
(Dollars in millions except per share data)
Three Months Ended
-----------------------------------------------------------------
June 30, 2003 June 30, 2002
------------------------------ ---------------------------
% of % of
Dollars Net Sales Dollars Net Sales
--------- ---------- --------- ----------
Net sales $ 579.6 100.0% $ 604.5 100.0%
Earnings from operations 41.0 7.1% 54.2 9.0%
Interest expense 4.8 0.8% 5.5 0.9%
Income tax expense 13.6 2.3% 17.6 2.9%
Net earnings 23.6 4.1% 32.1 5.3%
Net earnings per common share-diluted 0.42 - 0.57 -
Gross profit (1) $ 148.8 25.7% $ 164.4 27.2%
Six Months Ended
-----------------------------------------------------------------
June 30, 2003 June 30, 2002
------------------------------ ---------------------------
% of % of
Dollars Net Sales Dollars Net Sales
--------- ---------- --------- ----------
Net sales $1,193.4 100.0% $1,239.0 100.0%
Earnings from operations 91.3 7.6% 109.6 8.8%
Interest expense 9.9 0.8% 11.1 0.9%
Income tax expense 30.5 2.6% 35.6 2.9%
Net earnings 52.6 4.4% 64.9 5.2%
Net earnings per common share-diluted 0.94 - 1.15 -
Gross profit (1) $ 315.4 26.4% $ 331.5 26.8%
(1) The Company believes that gross profit provides useful information
regarding a company's financial performance. Gross profit has been
calculated by subtracting cost of operations and the portion of
depreciation associated with cost of goods sold from net sales.
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- -----------------
2003 2002 2003 2002
---------- ---------- ---------- -------
Net sales $ 579.6 $ 604.5 $1,193.4 $1,239.0
Cost of operations 420.5 429.5 857.0 885.8
Depreciation (associated with
cost of goods sold) 10.3 10.6 21.0 21.7
-------- -------- --------- --------
Gross profit $ 148.8 $ 164.4 $ 315.4 $ 331.5
======== ========= ========- ========
Net sales for the three months ended June 30, 2003 were $579.6 million,
compared to $604.5 million in the three months ended June 30, 2002, a
decrease of $24.9 million or 4.1%. For the six months ended June 30, 2003,
net sales decreased $45.6 million or 3.7%, to $1,193.4 million from
$1,239.0 million for the six months ended June 30, 2002. The soft business
environment the residential furniture industry has been experiencing for
nearly three years continued in the second quarter ended June 30, 2003.
Earnings from operations for the three months ended June 30, 2003 and June
30, 2002 were $41.0 million and $54.2 million, respectively. As a
percentage of net sales, earnings from operations for the three months
ended June 30, 2003 and June 30, 2002 were 7.1% and 9.0%, respectively. For
the six months ended June 30, 2003 and June 30, 2002, earnings from
operations were $91.3 million and $109.6 million, respectively. Earnings
from operations for the six months ended June 30, 2003 and June 30, 2002
were 7.6% and 8.8% of net sales, respectively. The sales shortfall from the
prior year, together with extensive domestic plant down-time to control
inventory levels and increased promotional activity, negatively impacted
the Company's earnings performance in the second quarter ended June 30,
2003. Operating expenses for the six months ended June 30, 2003 were also
negatively impacted by higher pension expense of about $3.5 million,
arising out of the change in certain defined benefit plan pension
assumptions year-over-year.
Interest expense totaled $4.8 million and $9.9 million for the three months
and six months ended June 30, 2003, respectively, compared to $5.5 million
and $11.1 million for the prior year comparable periods. The decrease in
interest expense during the periods resulted from both lower long-term debt
levels and lower interest rates.
The effective income tax rates were 36.5% and 35.4% for the three months
ended June 30, 2003 and June 30, 2002, respectively, and 36.7% and 35.5%
for the six months ended June 30, 2003 and June 30, 2002, respectively. The
effective tax rates for the three months and six months ended June 30, 2003
were adversely impacted by higher provisions for state and local income
taxes compared to the prior year periods.
Net earnings per common share for basic and diluted were $0.42 and $0.42
for the three months ended June 30, 2003, respectively, compared with $0.58
and $0.57 for the same period last year, respectively. For the six months
ended June 30, 2003 and June 30, 2002, net earnings per common share for
basic and diluted were $0.95 and $0.94, respectively, and $1.17 and $1.15,
respectively. Average common and common equivalent shares outstanding used
in the calculation of net earnings per common share on a basic and diluted
basis were 55,698,000 and 56,216,000, respectively, for the three months
ended June 30, 2003, and 55,553,000 and 56,698,000, respectively, for the
three months ended June 30, 2002. For the six months ended June 30, 2003
and June 30, 2002, average common and common equivalent shares outstanding
used in the calculation of net earnings per common share on a basic and
diluted basis were 55,676,000 and 56,108,000, respectively, and 55,375,000
and 56,570,000, respectively.
FINANCIAL CONDITION
Working Capital
Cash and cash equivalents at June 30, 2003 amounted to $14.9 million,
compared with $15.1 million at December 31, 2002. During the six months
ended June 30, 2003, net cash provided by operating activities totaled
$53.8 million, net cash used by investing activities totaled $23.6 million
and net cash used by financing activities totaled $30.4 million.
Working capital was $685.3 million at June 30, 2003, compared with $652.1
million at December 31, 2002. The current ratio was 4.6-to-1 at June 30,
2003, compared to 4.3-to-1 at December 31, 2002.
Financing Arrangements
As of June 30, 2003, long-term debt consisted of the following in millions:
Revolving credit facility (unsecured) $340.0
Other 3.2
------
$343.2
To meet short-term capital and other financial requirements, the Company
maintains a $630.0 million revolving credit facility with a group of
financial institutions. The revolving credit facility allows for the
issuance of letters of credit and cash borrowings. Letter of credit
outstandings are limited to no more than $150.0 million, with cash
borrowings limited only by the facility's maximum availability less letters
of credit outstanding. On June 30, 2003, there were $340.0 million in cash
borrowings and $36.5 million in letters of credit outstanding.
The facility requires the Company to meet certain financial covenants
including a minimum consolidated net worth and maximum leverage ratio. As
of June 30, 2003, the Company was in compliance with all financial
covenants.
Cash borrowings under the revolving credit facility bear interest at a base
rate or at an adjusted Eurodollar rate plus an applicable margin which
varies, depending upon the type of loan the Company executes. The
applicable margin over the base rate and Eurodollar rate is subject to
adjustment based upon achieving certain credit ratings. At June 30, 2003,
loans outstanding under the revolving credit facility consisted of $340.0
million based on the adjusted Eurodollar rate, which in conjunction with
the interest rate swaps (used to hedge $300.0 million of the floating rate
debt), have a weighted average interest rate of 5.28%.
The Company believes that cash generated from operations, together with its
revolving credit facility, will be adequate to meet liquidity requirements
for the foreseeable future.
Recently Issued Statements of Financial Accounting Standards
In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 148 Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of Statement of
Financial Accounting Standards No. 123. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In addition, SFAS No.
148 requires prominent disclosures in interim as well as annual financial
statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported net income. SFAS
No. 148 is effective for fiscal years ending after December 15, 2002. The
Company plans to continue to account for stock-based employee compensation
under the intrinsic value based method and to provide disclosure of the
impact of the fair value based method on reported earnings.
OUTLOOK
The Company sees nothing, either in order trends or in conversations with
retailers, that leads it to believe a near-term sustainable rebound in
business is in sight. Order trends in the month of June were slightly
favorable against last year, but the Company has not seen a continuation of
this positive trend in the first part of July. Consequently, the Company
believes its sales will be essentially flat year-over-year in the second
half of 2003.
The Company continues to address its cost structure and has recently
announced additional domestic manufacturing plant closings. Nevertheless,
because of the continuing softness in business, costs and inefficiencies
associated with its ongoing domestic manufacturing realignment, and a
continued focus on reducing working capital, the Company has lowered its
operating profit margin assumptions for the balance of 2003. As a result,
the Company is currently projecting earnings per share of $0.40 to $0.43
for the third quarter and $1.90 to $1.95 for the full year.
Capital expenditures are forecasted at $40.0 - $45.0 million for 2003, with
depreciation expense anticipated to be approximately $53.0 million.
Selling, general and administrative expenses for the year are expected to
be 18.00% - 18.50% of net sales. Based upon current interest rates and
planned long-term debt reduction, interest expense is expected to be
approximately $20.0 million for 2003. The Company expects to generate in
excess of $100.0 million in cash flow from operations, the majority of
which will be used to reduce long-term debt.
FORWARD-LOOKING STATEMENTS
The Company herein has made forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements include the Company's
expected sales, earnings per share, profit margins, and cash flows, the
effects of certain manufacturing realignments and other business
strategies, the prospects for the overall business environment and other
statements containing the words "expects," "anticipates," "estimates,"
"believes," and words of similar import. The Company cautions investors
that any such forward-looking statements are not guarantees of future
performance and that certain factors may cause actual results to differ
materially from those in the forward-looking statements. Such factors
include, but are not limited to: changes in economic conditions; loss of
market share due to competition; failure to anticipate or respond to
changes in consumer taste and fashion trends; failure to achieve projected
sales; business failures of large customers; distribution and manufacturing
realignments and cost savings programs; increased reliance on offshore
(import) sourcing of various products; fluctuations in the cost,
availability and quality of raw materials; product liability uncertainty;
and impairment of goodwill and other intangible assets. Other risk factors
may be listed from time to time in the Company's future public releases and
SEC reports. Please refer to the Company's Annual Report on Form 10-K for a
more detailed explanation of the Company's risk factors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates. The
Company's exposure to interest rate risk consists of its floating rate
revolving credit agreement. This risk is managed using interest rate swaps
to fix a portion of the Company's floating rate long-term debt. Based upon
a hypothetical ten percent increase in interest rates the potential impact
to the Company's net earnings would be $0.1 million.
Item 4. Controls and Procedures
(a) The Company's chief executive officer and chief financial officer have
concluded that the Company's disclosure controls and procedures are
effective based on their evaluation of these controls and procedures
as of the end of the period covered by this report.
(b) No change in the Company's internal control over financial reporting
has occurred during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II OTHER INFORMATION
-------------------------
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on April 24, 2003. The
directors listed in the Notice of Annual Meeting of Stockholders dated
March 14, 2003 were elected for terms of one year ending 2004 with
voting for each as follows:
Director For Withheld
-------- --- --------
K. B. Bell 50,360,739 797,064
W. G. Holliman 44,872,204 6,285,599
D. E. Lasater 50,368,521 789,282
L. M. Liberman 50,368,497 789,306
R. B. Loynd 50,683,251 474,552
B. L. Martin 50,684,421 473,382
A. E. Suter 50,368,689 789,114
To vote to ratify the selection of independent auditors:
Affirmative votes 49,289,536
Negative votes 1,863,972
Abstentions 4,295
Broker non-votes 0
Item 5. Other Information
On April 16, 2003, the Company announced the appointment of Tom Tilley
as President and Chief Executive Officer of Thomasville Furniture
Industries, Inc., a subsidiary of the Company.
On June 19, 2003, John R. Jordan, Jr. was elected to the Board of
Directors of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) 31. Certifications of W. G. Holliman, Chief Executive Officer of
the Company and David P. Howard, Chief Financial Officer of the
Company, Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certifications of W. G. Holliman, Chief Executive Officer of the
Company and David P. Howard, Chief Financial Officer of the
Company, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) A Form 8-K was filed on April 29, 2003 announcing first quarter
operating results and projections of second quarter and full year
earnings per share. A Form 8-K was filed on June 11, 2003
announcing projections of second quarter and full year earnings
per share. A Form 8-K was filed on June 30, 2003 announcing the
election of John R. Jordan, Jr. to its Board of Directors. A Form
8-K was filed on July 24, 2003 announcing second quarter and
first half of 2003 operating results and projections for third
quarter and full year earnings per share.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Furniture Brands International, Inc.
(Registrant)
By /s/ Steven W. Alstadt
-------------------------------
Steven W. Alstadt
Controller and
Chief Accounting Officer
Date: August 11, 2003