FBI WIND DOWN, INC. - FORM 10-Q

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EX-32.1 - CEO SECTION 906 CERTIFICATION - FBI WIND DOWN, INC.	fbn-ex321_2012630xq2.htm
EX-31.1 - CEO SECTION 302 CERTIFICATION - FBI WIND DOWN, INC.	fbn-ex311_2012630xq2.htm
EX-31.2 - CFO SECTION 302 CERTIFICATION - FBI WIND DOWN, INC.	fbn-ex312_2012630xq2.htm
EX-32.2 - CFO SECTION 906 CERTIFICATION - FBI WIND DOWN, INC.	fbn-ex322_2012630xq2.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2012



o		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 001-00091

Furniture Brands International, Inc.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		43-0337683 (I.R.S. Employer Identification No.)

1 North Brentwood Blvd., St. Louis, Missouri (Address of principal executive offices)		63105 (Zip Code)

(314) 863-1100

(Registrant’s telephone number, including area code)

(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.

þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer R	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

o Yes þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

56,291,268 shares as of July 27, 2012

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FURNITURE BRANDS INTERNATIONAL, INC.

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	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Financial Statements (unaudited):

Consolidated Balance Sheets:	3

June 30, 2012
December 31, 2011

Consolidated Statements of Operations:	4

Three and Six Months Ended June 30, 2012
Three and Six Months Ended June 30, 2011

Consolidated Statements of Comprehensive Loss:	5

Three and Six Months Ended June 30, 2012
Three and Six Months Ended June 30, 2011

Consolidated Statements of Cash Flows:	6

Six Months Ended June 30, 2012
Six Months Ended June 30, 2011

Notes to Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3. Quantitative and Qualitative Disclosures about Market Risk	20

Item 4. Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	21

Item 1A. Risk Factors	21

Item 6. Exhibits	26

Trademarks and trade names referred to in this filing include Broyhill, Lane, Thomasville, Drexel Heritage, Henredon, Hickory Chair, Pearson, Lane Venture, Maitland-Smith, La Barge, and Creative Interiors, among others.

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PART I

Item 1. Financial Statements

FURNITURE BRANDS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands except per share data)

(unaudited)



	June 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	19,070		$	25,387
Receivables, less allowances of $10,304 ($10,413 at December 31, 2011)	120,312			107,974
Inventories	249,037			228,155
Prepaid expenses and other current assets	10,560			9,490
Total current assets	398,979			371,006
Property, plant, and equipment, net	111,413			115,803
Trade names	77,508			77,508
Other assets	46,273			50,179
Total assets	$	634,173		$	614,496
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	115,412		$	85,603
Accrued employee compensation	19,838			15,161
Other accrued expenses	34,315			38,390
Total current liabilities	169,565			139,154
Long-term debt	77,000			77,000
Deferred income taxes	19,954			19,330
Pension liability	179,074			185,991
Other long-term liabilities	58,235			60,740
Shareholders’ equity:
Preferred stock, 10,000,000 shares authorized, no par value — none issued	—			—
Common stock, 200,000,000 shares authorized, $1.00 stated value — 60,614,741 shares issued at June 30, 2012 and December 31, 2011	60,615			60,615
Paid-in capital	187,248			202,471
Retained earnings	178,662			185,053
Accumulated other comprehensive loss	(198,649		)	(201,853		)
Treasury stock at cost 4,336,351 shares at June 30, 2012 and 5,071,125 shares at December 31, 2011	(97,531		)	(114,005		)
Total shareholders’ equity	130,345			132,281
Total liabilities and shareholders’ equity	$	634,173		$	614,496

See accompanying notes to consolidated financial statements.

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FURNITURE BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net sales	$	265,474		$	296,225		$	552,732		$	594,081
Cost of sales	201,466			222,805			417,282			443,117
Gross profit	64,008			73,420			135,450			150,964
Selling, general, and administrative expenses	69,827			79,256			139,834			158,854
Operating loss	(5,819		)	(5,836		)	(4,384		)	(7,890		)
Interest expense	840			958			1,590			1,719
Other income, net	99			384			303			895
Loss before income tax expense	(6,560		)	(6,410		)	(5,671		)	(8,714		)
Income tax expense	210			239			720			993
Net loss	$	(6,770	)	$	(6,649	)	$	(6,391	)	$	(9,707	)
Net loss per common share — basic and diluted:	$	(0.12	)	$	(0.12	)	$	(0.12	)	$	(0.18	)

Weighted average shares of common stock outstanding - Basic	55,141			54,919			55,087			54,869
Weighted average shares of common stock outstanding - Diluted	55,141			54,919			55,087			54,869

See accompanying notes to consolidated financial statements.

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FURNITURE BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net loss	$	(6,770	)	$	(6,649	)	$	(6,391	)	$	(9,707	)
Other comprehensive income (loss):
Pension liability	1,788			1,058			3,576			2,116
Foreign currency translation	(699		)	514			(372		)	1,256
Other comprehensive income, before tax	1,089			1,572			3,204			3,372
Income tax expense	—			—			—			—
Other comprehensive income, net of tax	1,089			1,572			3,204			3,372
Total comprehensive loss	$	(5,681	)	$	(5,077	)	$	(3,187	)	$	(6,335	)

See accompanying notes to consolidated financial statements.

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FURNITURE BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(6,391	)	$	(9,707	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation and amortization	10,166			11,549
Compensation expense related to stock option grants and restricted stock awards	1,205			2,065
Other, net	142			75
Changes in operating assets and liabilities:
Accounts receivable	(12,620		)	(9,040		)
Income taxes receivable	283			518
Inventories	(20,882		)	3,213
Prepaid expenses and other assets	(787		)	(2,499		)
Accounts payable and other accrued expenses	30,490			5,716
Deferred income taxes	544			250
Other long-term liabilities	(5,155		)	(1,248		)
Net cash provided (used) by operating activities	(3,005		)	892
Cash flows from investing activities:
Additions to property, plant, equipment, and software	(3,469		)	(17,364		)
Proceeds from the disposal of assets	114			2,264
Net cash used in investing activities	(3,355		)	(15,100		)
Cash flows from financing activities:
Payments for debt issuance costs	—			(2,433		)
Other	43			31
Net cash provided (used) by financing activities	43			(2,402		)
Net decrease in cash and cash equivalents	(6,317		)	(16,610		)
Cash and cash equivalents at beginning of period	25,387			51,964
Cash and cash equivalents at end of period	$	19,070		$	35,354
Supplemental disclosure:
Cash refunds for income taxes, net	$	163		$	263
Cash payments for interest expense	$	1,643		$	1,517

See accompanying notes to consolidated financial statements.

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FURNITURE BRANDS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars and shares in thousands)

(unaudited)


1.	BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Furniture Brands International, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and such principles are applied on a basis consistent with those reflected in our 2011 Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC"). The year end balance sheet data was derived from audited financial statements. The accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) which management considers necessary for a fair presentation of the results of the periods presented. These financial statements have been prepared on a condensed basis pursuant to the rules and regulations of the SEC, and accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2011. The consolidated financial statements consist of the accounts of our Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Financial information reported in prior periods is reflected in a manner consistent with the current period presentation. The results for the three and six months ended June 30, 2012 are not necessarily indicative of the results which will occur for the full fiscal year ending December 29, 2012.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates, judgments, and assumptions, which we believe to be reasonable, based on the information available. These estimates, judgments, and assumptions affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.


2.	RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

We have been executing plans to improve our performance. These measures include consolidating and reconfiguring manufacturing facilities, warehouses, and processes to eliminate waste and improve efficiency, managing product inventory levels better to reflect consumer demand, transforming our transportation methods to be more cost effective, exiting unprofitable retail locations, limiting our credit exposure to weak retail partners, and discontinuing unprofitable lines of business and licensing arrangements. In addition, we have been executing plans to reduce our workforce and to centralize certain functions.

Restructuring and asset impairment charges associated with these measures include the following:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Restructuring charges:
Facility costs to shutdown, cleanup, and vacate	$	—	$	620	$	—	$	815
Termination benefits	1,358		205		1,506		111
Closed store occupancy and lease costs	564		843		1,503		2,265
Gain on the sale of assets	—		—		—		(439		)
	1,922		1,668		3,009		2,752
Impairment charges	454		600		477		1,102
	$	2,376	$	2,268	$	3,486	$	3,854

Statement of Operations classification:
Cost of sales	$	—	$	—	$	—	$	408
Selling, general, and administrative expenses	2,376		2,268		3,486		3,446
	$	2,376	$	2,268	$	3,486	$	3,854

Asset impairment charges were recorded to reduce the carrying value of idle facilities and related assets to their net realizable value. The determination of impairment charges is based primarily upon (i) consultations with real estate brokers, (ii) proceeds from recent sales of Company facilities, and (iii) the market prices being obtained for similar long-lived assets. Qualifying assets

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related to restructuring are recorded as assets held for sale within Other Assets in the Consolidated Balance Sheets until sold. Total assets held for sale were $11,246 at June 30, 2012 and $13,553 at December 31, 2011. We own additional facilities that are being leased until they are sold with a book value of $3,300 at June 30, 2012 and recorded as assets in use within Property, Plant, and Equipment.

Closed store occupancy and lease costs include occupancy costs associated with closed retail locations, early contract termination settlements for retail leases, and closed store lease liabilities representing the present value of the remaining lease rentals reduced by the current market rate for sublease rentals of similar properties. This liability is reviewed quarterly and adjusted, as necessary, to reflect changes in estimated sublease rentals.

Activity in the accrual for closed store lease liabilities was as follows:



	Three Months Ended June 30,
	2012			2011
Accrual for closed store lease liabilities at beginning of period	$	16,029		$	20,681
Charges (credit) to expense	(75		)	(458		)
Less cash payments	1,371			1,314
Accrual for closed store lease liabilities at end of period	$	14,583		$	18,909

At June 30, 2012, $4,798 of the accrual for closed store lease liabilities is classified as other accrued expenses, with the remaining balance in Other Long-term Liabilities.

Remaining minimum payments under operating leases for closed stores as of June 30, 2012 are as follows:



	Minimum
	Lease
	Payments —
Year	Closed Stores
2012	$	3,482
2013	6,986
2014	6,523
2015	3,886
2016	1,402
thereafter	516
	$	22,795

Activity in the accrual for termination benefits was as follows:



	Three Months Ended June 30,
	2012		2011
Accrual for termination benefits at beginning of period	$	748	$	4,081
Charges to expense	1,358		205
Less cash payments	444		1,448
Accrual for termination benefits at end of period	$	1,662	$	2,838

The accrual for termination benefits at June 30, 2012 is classified as Accrued Employee Compensation.

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3.	INVENTORIES

Inventories are summarized as follows:



	June 30, 2012		December 31, 2011
Finished products	$	139,074	$	132,508
Work-in-process	17,365		15,585
Raw materials	92,598		80,062
	$	249,037	$	228,155


4.	PROPERTY, PLANT, AND EQUIPMENT

Major classes of property, plant, and equipment consist of the following:



	June 30, 2012		December 31, 2011
Land	$	9,682	$	8,861
Buildings and improvements	179,498		179,999
Machinery and equipment	193,345		194,055
	382,525		382,915
Less accumulated depreciation	271,112		267,112
	$	111,413	$	115,803

Depreciation expense was $4,092 and $4,269 for the three months ended June 30, 2012 and June 30, 2011, respectively. Depreciation expense was $7,961 and $9,143 for the six months ended June 30, 2012 and June 30, 2011, respectively.


5.	LONG-TERM DEBT

Long-term debt consists of the following:



	June 30, 2012		December 31, 2011
Asset-based loan	$	77,000	$	77,000
Less: current maturities	—		—
Long-term debt	$	77,000	$	77,000

On April 27, 2011, we refinanced our revolving credit facility with a group of financial institutions. The amended and restated facility is a five-year asset based loan (the “ABL”) with commitments to lend up to $250,000. The ABL provides for the issuance of letters of credit and cash borrowings, is secured by our accounts receivable, inventory and cash, and is guaranteed by all of our domestic subsidiaries. The issuance of letters of credit and cash borrowings are limited by the level of a borrowing base consisting of eligible accounts receivable and inventory.

The amount of the borrowing base above the current level of letters of credit and cash borrowings outstanding represents the total borrowing availability. Certain covenants and restrictions, including cash dominion, weekly borrowing base reporting, and a fixed charge coverage ratio, would become effective if total availability fell below various thresholds. If total availability falls below $42,000 we would be subject to cash dominion and weekly borrowing base reporting. If total availability falls below $35,000 we would also be subject to the fixed charge coverage ratio, which we currently do not meet.

The borrowing base is reported on the 25th day of each month based on our financial position at the end of the previous month. As of June 30, 2012, based on our May 26, 2012 financial position, we had $22,742 of availability to borrow under our ABL before we would have become subject to the cash dominion and weekly reporting covenants of the agreement. If we chose to be subject to the cash dominion and weekly reporting covenants, we would have also had availability to borrow an additional $7,000 under our ABL at June 30, 2012, for total availability to borrow of $29,742. We could have also borrowed an additional $35,000 under our ABL if we had met the fixed charge coverage ratio at June 30, 2012, which we did not.

We intend to continue to manage our availability to remain above the $42,000 threshold, as we choose not to be subject to the cash dominion and weekly reporting covenants. Our borrowing base calculations are subject to periodic examinations by the financial institutions which can result in adjustments to the borrowing base and our availability under the ABL.

The interest rate on cash borrowings outstanding under the ABL is either (i) a base rate (the greatest of the prime rate, the Federal

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Funds Effective Rate plus 0.5%, and the adjusted LIBOR plus 1%) plus a margin ranging from 1.00% to 1.75% or (ii) LIBOR plus a margin ranging from 2.25% to 3.00%. These margins fluctuate with average availability. As of June 30, 2012, loans outstanding were $77,000 with a weighted average interest rate of 3.19%.

Under the terms of the ABL, we are required to comply with certain operating covenants, the most significant of which have been described above. We are currently in compliance with all of these applicable covenants.


6.	LIQUIDITY

The primary items impacting our liquidity in the future are cash from operations, some of which include the effects of our cost reduction activities, our management of working capital, expiration or buyout of dark store leases, and pension funding requirements; and capital expenditures, acquisition of stores, sale of surplus assets, and borrowings or payments of debt.

We are focused on effective cash management. However, if we do not have sufficient cash reserves or sufficient cash flow from our operations or if our borrowing capacity under our ABL is insufficient, we may need to raise additional funds through equity or debt financings in the future in order to meet our operating and capital needs. If additional funds were to be needed, we may not be able to secure adequate debt or equity financing on favorable terms, or at all, at the time when we need such funding. In the event that we are unable to raise additional funds, our liquidity will be adversely impacted and our business could suffer. If we are able to secure additional financing, these funds could be costly to secure and maintain, which could significantly impact our earnings and our liquidity.

At June 30, 2012, we had $19,070 of cash and cash equivalents, $77,000 of debt outstanding, and subject to certain provisions as described in Note 5 Long-Term Debt above, excess availability to borrow up to an additional $29,742 under the ABL or up to $22,742 without being subject to the cash dominion and weekly reporting covenants of the ABL agreement. The breach of any of these provisions could result in a default under the ABL and could trigger acceleration of repayment, which could have a significant adverse impact on our liquidity and our business. While we expect to comply with the provisions of the agreement for the foreseeable future, deterioration in the economy and our results could cause us to not be in compliance with our ABL agreement.


7.	EMPLOYEE BENEFITS

We sponsor or contribute to retirement plans covering substantially all employees. The expenses related to these plans were as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Defined benefit plans	$	1,593	$	790	$	3,186	$	1,580
Defined contribution plan (401k plan) — company match	723		1,595		1,429		3,274
Other	462		353		918		701
	$	2,778	$	2,738	$	5,533	$	5,555

The components of net periodic pension expense for the Company-sponsored defined benefit plans are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Interest Cost	$	6,058		$	6,388		12,116			12,776
Expected return on plan assets	(6,268		)	(6,656		)	(12,536		)	(13,312		)
Net amortization and deferral	1,803			1,058			3,606			2,116
Net periodic pension expense	$	1,593		$	790		$	3,186		$	1,580

We currently provide retirement benefits to our domestic employees through a defined contribution plan. Through 2005, domestic employees were covered primarily by noncontributory plans, funded by company contributions to trust funds held for the sole benefit of employees. We amended the defined benefit plans, freezing and ceasing future benefits as of December 31, 2005. Certain transitional benefits were provided to certain participants, but ceased accruing when the plan became inactive on December 31, 2010.

The projected benefit obligation of our qualified defined benefit pension plan exceeded the fair value of plan assets by $165,393 at December 31, 2011, the measurement date. On June 25, 2010, the federal government passed the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (“the Pension Relief Act”) which is designed to provide relief from the funding requirements of the Pension Protection Act of 2006. The Pension Relief Act provides opportunities for plan sponsors to extend the time over which plan deficits may be funded, up to 15 years, subject to certain limitations including offsets for excess compensation and extraordinary dividends. With the benefit of the Pension Relief Act, our remaining funding requirements for

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2012 under the Employee Retirement Income Security Act of 1974 (“ERISA”) were approximately $9,000 as of June 30, 2012. On July 6, 2012, the federal government passed the Moving Ahead for Progress in the 21st Century Act (“MAP-21”), which includes provisions designed to provide additional funding relief. MAP-21 allows plan sponsors to extend the period over which average interest rates are calculated, from two years to 25 years, for use in discounting pension liabilities and determining funding requirements. We are currently assessing the extent to which MAP-21 will affect our remaining funding requirements for 2012 and future years under ERISA.

If the relief provided by the federal government expires or is no longer applicable to our qualified pension plan, or if there is downward pressure on the asset values of the plan, or if the present value of the projected benefit obligation of the plan increases, as would occur in the event of a decrease in the discount rate used to measure the obligation, it would necessitate significantly increased funding of the plan in the future.


8.	EARNINGS PER SHARE

Weighted average shares used in the computation of basic and diluted earnings (loss) per common share are as follows:



	Three Months Ended June 30,		Six Months Ended June 30,
	2012	2011	2012	2011
Weighted average shares used for basic earnings (loss) per common share	55,141	54,919	55,087	54,869
Effect of dilutive stock options and restricted stock	—	—	—	—
Weighted average shares used for diluted earnings (loss) per common share	55,141	54,919	55,087	54,869

For the three and six months ended June 30, 2012 and June 30, 2011, all potentially dilutive securities are excluded from the calculation of diluted earnings (loss) per share as we generated a net loss for the periods. For the periods ended June 30, 2012, securities excluded from the calculation of diluted earnings (loss) per share, because their inclusion would be antidilutive, include options to purchase 1,917 shares at an average price of $9.47 per share and 1,575 shares of restricted stock. For the periods ended June 30, 2011, securities excluded from the calculation of diluted earnings (loss) per share, because their inclusion would be antidilutive, include options to purchase 2,601 shares at an average price of $9.99 per share and 1,125 shares of restricted stock.


9.	INCOME TAXES

We file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. With few exceptions, we are no longer subject to United States federal, state and local, or non-U.S. income tax audit examinations by tax authorities for years before 2004. The Internal Revenue Service (“IRS”) has commenced full or limited scope examinations of our United States income tax returns for subsequent years through 2009. The Company and the IRS have not agreed upon certain issues which remain in the appeals process. We also have state examinations in progress.

We recognized income tax expense of $210 and $239 in the three months ended June 30, 2012 and June 30, 2011, respectively. We recognized income tax expense of $720 and $993 in the six months ended June 30, 2012 and June 30, 2011, respectively. In all periods, income tax expense includes 1) the effects of a valuation allowance maintained for federal and certain state deferred tax assets including net operating loss carry forwards, 2) expense for jurisdictions where we generated income but do not have net operating loss carry forwards available, 3) expense for certain jurisdictions where the tax liability is determined based on non-income related activities, such as gross sales, and 4) expense related to unrecognized tax benefits.

At June 30, 2012, the deferred tax assets attributable to federal net operating loss carry forwards were $75,215, state net operating loss carry forwards were $29,373, federal tax credit carry forwards were $2,726, and state tax credit carry forwards were $389. The federal net operating loss carry forwards begin to expire in the year 2028, state net operating loss carry forwards generally start to expire in the year 2021, and tax credit carry forwards are subject to certain limitations. While we have no other limitations on the use of our net operating loss carry forwards, we are potentially subject to limitations if a change in control occurs pursuant to applicable statutory regulations.

We evaluated all significant available positive and negative evidence, including the existence of losses in recent years and our forecast of future taxable income, and, as a result, determined it was more likely than not that our federal and certain state deferred tax assets, including benefits related to net operating loss carry forwards, would not be realized based on the measurement standards required under the FASB Accounting Standard Codification section 740. As such, we maintain a valuation allowance for these deferred tax assets.

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10.	OTHER LONG-TERM LIABILITIES

Other long-term liabilities includes the non-current portion of closed store lease liabilities, accrued workers compensation, accrued rent associated with leases with escalating payments, liabilities for unrecognized tax benefits, deferred compensation and long-term incentive plans, and various other non-current liabilities.


11.	CONTINGENT LIABILITIES

We are involved, from time to time, in litigation and other legal proceedings incidental to our business. Management believes that the outcome of current litigation and legal proceedings will not have a material adverse effect upon our results of operations or financial condition. However, management’s assessment of our current litigation and other legal proceedings could change in light of the discovery of facts with respect to legal actions or other proceedings pending against us not presently known to us or determinations by judges, juries or other finders of fact which are not in accordance with management’s evaluation of the probable liability or outcome of such litigation or proceedings. Reasonably possible losses and amounts reserved for litigation and other legal proceedings are not material to our consolidated financial statements.

We are also involved in various claims relating to environmental matters at a number of current and former plant sites. We engage or participate in remedial and other environmental compliance activities at certain of these sites. At other sites, we have been named as a potentially responsible party under federal and state environmental laws for site remediation. Management analyzes each individual site, considering the number of parties involved, the level of our potential liability or contribution relative to the other parties, the nature and magnitude of the hazardous wastes involved, the method and extent of remediation, the potential insurance coverage, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred. Based on the above analysis, management believes at the present time that it is not reasonably possible that any claims, penalties or costs incurred in connection with known environmental matters will have a material adverse effect upon our consolidated financial position or results of operations. However, management’s assessment of our current claims could change in light of the discovery of facts with respect to environmental sites, which are not in accordance with management’s evaluation of the probable liability or outcome of such claims.

We are the prime tenant on operating leases that we have subleased to independent furniture dealers. In addition, we guarantee leases which primarily relate to company-branded stores operated by independent furniture dealers. These subleases and guarantees have remaining terms ranging up to five years and generally require us to make lease payments in the event of default by the sublessor or independent party. In the event of default, we have the right to assign or assume the lease with certain restrictions. As of June 30, 2012, the total amounts remaining under lease guarantees were $5,789. Our estimate of probable future losses under these guaranteed leases is not material.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Forward-Looking Statements

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying unaudited consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. The various sections of this MD&A contain a number of forward-looking statements. Words such as “expects,” “goals,” “plans,” “believes,” “continues,” “may,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this and previous filings and particularly in the “Risk Factors” in Part II, Item 1A of this Form 10-Q.

Overview

We are a world leader in designing, manufacturing, sourcing, and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including its own Thomasville retail stores and through interior designers, multi-line/independent retailers, and mass merchant stores. Furniture Brands' portfolio includes some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith, La Barge and Creative Interiors.

Through these brands, we offer (i) case goods, consisting of bedroom, dining room, and living room wood furniture, (ii) stationary upholstery products, consisting of sofas, loveseats, sectionals, and chairs, (iii) motion upholstered furniture, consisting of reclining upholstery and sleep sofas, (iv) occasional furniture, consisting of wood, metal and glass tables, accent pieces, home entertainment centers, and home office furniture, and (v) decorative accessories and accent pieces. Our brands are featured in nearly every price and product category in the residential furniture industry.

Each of our brands targets specific customers in relation to style and price point.


•	Thomasville has both wood furniture and upholstered products in the mid- to upper-price ranges and also offers ready-to-assemble furniture under the Creative Interiors brand name, as well as case goods for the hospitality and contract markets.


•	Broyhill offers collections of mid-priced furniture, including both wood furniture and upholstered products, in a wide range of styles and product categories including bedroom, dining room, living room, occasional, youth, home office, and home entertainment.


•	Lane focuses primarily on lower and mid-priced upholstered furniture, including motion and stationary furniture with an emphasis on home entertainment and family rooms.


•	Drexel Heritage markets both casegoods and upholstered furniture in categories ranging from mid- to premium-priced.


•	Henredon specializes in both wood furniture and upholstered products in the premium-price category.


•	Pearson offers finely tailored upholstered furniture in the premium-price category.


•	Hickory Chair manufactures premium-priced wood and upholstered furniture.


•	Lane Venture markets a premium-priced outdoor line of wicker, rattan, bamboo, exposed aluminum, and teak furniture, as well as casual indoor home furnishings.


•	Maitland-Smith designs and manufactures premium hand crafted, antique-inspired furniture, accessories, and lighting, utilizing a wide range of unique materials. Maitland-Smith markets under both the Maitland-Smith and LaBarge brand names.

Business Trends and Strategy

Sales decreased 10.4% in the second quarter of 2012 compared to the second quarter of 2011 and sales decreased 7.0% in the six months ended June 30, 2012 compared to the six months ended June 30, 2011; however, backlog increased at the end of the second quarter compared to a year ago, which will benefit sales in the second half of the year. Based on these comparative periods, sales for our brands that specialize in premium-priced offerings generally outperformed sales for our brands that focus more on low and mid-priced offerings and sales of upholstery products generally outperformed sales of case goods.

We believe sales continue to be depressed as a result of continued weak but improving retail conditions in the residential furniture

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industry. We believe these weak retail conditions are primarily the result of sustained weakness in the housing market, wavering consumer confidence, and a number of other ongoing factors in the global economy that have negatively impacted consumers' discretionary spending. These other ongoing factors include lower home values, prolonged foreclosure activity throughout the country, persistent high levels of unemployment, and reduced access to consumer credit. These factors are outside of our control, but have a direct impact on our sales due to resulting weak levels of consumer confidence and reduced consumer spending.

We have been taking significant steps to improve earnings, some of which we began before the initial downturn in the economy, and we continue to take actions to reduce costs, preserve cash, and drive profitable sales. These actions have resulted in reduced selling, general and administrative expenses, improvements in gross margin, and lower levels of debt.

We have made tough cost elimination decisions to enable us to invest in new products and effective marketing as we focus on top-line sales for the future. We have consolidated our domestic operations with the closing and selling of excess manufacturing, warehouse, and office properties. We have completed investments to expand our manufacturing facilities in Indonesia and develop a new facility in Mexico, both of which we expect will deliver components and finished product at a lower cost than would otherwise be possible. We have reduced our manufacturing costs through the implementation of lean manufacturing methods and through strategic sourcing relationships with suppliers that leverage the Company's scale. Through these actions we have embraced a lean culture that we believe will allow us to compete better in the future. Our entire organization is focused on bringing the best products to the market, increasing top-line sales, fueling efficiency in all of our processes, and strengthening our financial position for the future.

In 2012, we are introducing more product launches driven by a multi-stage product development process that blends the decades of experience of our designers, merchandisers, marketers, and dealers with proven consumer research methodologies that are new to the furniture industry. Through this process we are focused on identifying the right consumer target for each brand and ensuring that each brand portfolio offers the correct balance of contemporary, updated-traditional, and traditional furniture styling. With an improved cost structure, we are also delivering more product introductions at lower price points.

While we believe that these initiatives will positively impact our financial performance, and particularly benefit our sales performance as economic conditions improve, we remain cautious about future sales as we cannot predict how long the residential furniture retail environment will remain weak.

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Results of Operations

As an aid to understanding our results of operations on a comparative basis, the following table has been prepared to set forth certain statement of operations and other data for the three and six months ended June 30, 2012 and 2011:



	Three Months Ended June 30,
	2012					2011
				% of					% of
(in millions, except per share data)	Dollars			Net Sales		Dollars			Net Sales
Net sales	$	265.5		100.0	%	$	296.2		100.0	%
Cost of sales	201.5			75.9		222.8			75.2
Gross profit	64.0			24.1		73.4			24.8
Selling, general, and administrative expenses	69.8			26.3		79.3			26.8
Operating loss	(5.8		)	(2.2	)	(5.8		)	(2.0	)
Interest expense	0.8			0.3		1.0			0.3
Other income, net	0.1			—		0.4			0.1
Loss before income tax expense	(6.6		)	(2.5	)	(6.4		)	(2.2	)
Income tax expense	0.2			0.1		0.2			0.1
Net loss	$	(6.8	)	(2.6	)%	$	(6.6	)	(2.2	)%
Net loss per common share — basic and diluted	$	(0.12	)			$	(0.12	)



	Six Months Ended June 30,
	2012					2011
				% of					% of
(in millions, except per share data)	Dollars			Net Sales		Dollars			Net Sales
Net sales	$	552.7		100.0	%	$	594.1		100.0	%
Cost of sales	417.3			75.5		443.1			74.6
Gross profit	135.5			24.5		151.0			25.4
Selling, general, and administrative expenses	139.8			25.3		158.9			26.7
Operating loss	(4.4		)	(0.8	)	(7.9		)	(1.3	)
Interest expense	1.6			0.3		1.7			0.3
Other income, net	0.3			0.1		0.9			0.2
Loss before income tax expense	(5.7		)	(1.0	)	(8.7		)	(1.5	)
Income tax expense	0.7			0.1		1.0			0.2
Net loss	$	(6.4	)	(1.2	)%	$	(9.7	)	(1.6	)%
Net loss per common share — basic and diluted	$	(0.12	)			$	(0.18	)

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Net sales for the three months ended June 30, 2012 were $265.5 million compared to $296.2 million in the three months ended June 30, 2011, a decrease of $30.8 million, or 10.4%. The decrease in net sales was primarily the result of continued weak retail conditions resulting in lower sales, and additional clearance of older inventory and product that is being replaced.

Gross profit for the three months ended June 30, 2012 was $64.0 million compared to $73.4 million in the three months ended June 30, 2011. The decrease in gross profit was primarily due to the additional clearance of older inventory and product that is being replaced and the impact of lower sales ($11.1 million), and decreased margin on retail operations ($1.9 million), partially offset by lower employee compensation and benefits and other effects from prior restructuring activities ($3.7 million). Gross margin for the three months ended June 30, 2012 decreased to 24.1% compared to 24.8% in the three months ended June 30, 2011, primarily due to the additional clearance of older inventory and product that is being replaced, decreased retail margin and lower plant utilization, partially offset by lower expenses resulting from prior cost reduction activities.

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Selling, general, and administrative expenses decreased to $69.8 million in the three months ended June 30, 2012 compared to $79.3 million in the three months ended June 30, 2011, primarily due to lower employee salaries, wages, and benefits and other effects from prior cost reduction activities ($5.2 million), lower advertising costs ($4.2 million), lower professional and legal expenses ($1.7 million), and lower commissions ($1.3 million), partially offset by an increase in incentive compensation ($3.2 million) driven by the reversal of accruals in the second quarter of 2011.

Income tax expense for the three months ended June 30, 2012 and June 30, 2011 was $0.2 million. Income tax expense in both periods reflects the effects of a valuation allowance maintained for federal and certain state deferred tax assets including net operating loss carry forwards.

Net loss per common share was $0.12 for both the three months ended June 30, 2012 and 2011, on both a basic and diluted basis. Weighted average shares outstanding used in the calculation of net loss per common share on a diluted basis was 55.1 million for the three months ended June 30, 2012 and 54.9 million for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Net sales for the six months ended June 30, 2012 were $552.7 million compared to $594.1 million in the six months ended June 30, 2011, a decrease of $41.3 million or 7.0%. The decrease in net sales was primarily the result of continued weak retail conditions resulting in lower sales, and additional clearance of older inventory and product that is being replaced.

Gross profit for the six months ended June 30, 2012 was $135.5 million compared to $151.0 million in the six months ended June 30, 2011. The decrease in gross profit was primarily due to the additional clearance of older inventory and product that is being replaced and the impact of lower sales ($21.5 million) and decreased margin on retail operations ($1.8 million), partially offset by lower employee compensation and benefits and other effects from prior cost reduction activities ($10.1 million). Gross margin for the six months ended June 30, 2012 decreased to 24.5% compared to 25.4% in the six months ended June 30, 2011, primarily due to the additional clearance of older inventory and product that is being replaced and decreased retail margin, partially offset by lower expenses resulting from prior cost reduction activities.

Selling, general, and administrative expenses decreased to $139.8 million in the six months ended June 30, 2012 compared to $158.9 million in the six months ended June 30, 2011, primarily due to lower employee salaries, wages, and benefits and other effects from prior restructuring activities ($11.2 million), lower advertising costs ($7.9 million), and lower commissions ($3.0 million), partially offset by an increase in incentive compensation ($3.0 million) driven by the reversal of accruals in the second quarter of 2011.

Income tax expense for the six months ended June 30, 2012 totaled $0.7 million compared to income tax expense of $1.0 million in the six months ended June 30, 2011. Income tax expense in both periods reflects the effects of a valuation allowance maintained for federal and certain state deferred tax assets including net operating loss carry forwards.

Net loss per common share was $(0.12) and $(0.18) for the six months ended June 30, 2012 and 2011, respectively, on both a basic and diluted basis. Weighted average shares outstanding used in the calculation of net loss per common share on a diluted basis was 55.1 million for the six months ended June 30, 2012 and 54.9 million for the six months ended June 30, 2011.

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Retail Results of Operations

Based on the structure of our operations and management, as well as the similarity of the economic environment in which our significant operations compete, we have only one reportable segment. However, as a supplement to the information required in this Form 10-Q, we have summarized the following results of our company-owned Thomasville Home Furnishings Stores and all other company-owned retail locations:



	Thomasville Stores (a)						All Other Retail Locations (b)
	Three Months Ended June 30,						Three Months Ended June 30,
(Dollars in millions)	2012			2011			2012			2011
Net sales	$	25.6		$	26.9		$	8.6		$	9.5
Cost of sales	15.1			15.5			5.7			5.7
Gross profit	10.4			11.4			3.0			3.8
Selling, general and administrative expenses — open stores	14.7			16.1			4.1			5.2
Operating loss — open stores (c)	4.3			4.7			(1.2		)	(1.4		)
Selling, general and administrative expenses — closed stores (d)	—			—			0.6			0.8
Operating loss - retail operations (c)	$	4.3		$	4.7		$	(1.7	)	$	(2.2	)
Number of open stores and showrooms at end of period	48			48			16			18
Number of closed locations at end of period	—			—			21			27
Same-store-sales (e):
Percentage increase/(decrease)	(7		)%	8		%	(f)			(f)
Number of stores	44			45



	Thomasville Stores (a)						All Other Retail Locations (b)
	Six Months Ended June 30,						Six Months Ended June 30,
(Dollars in millions)	2012			2011			2012			2011
Net sales	$	53.0		$	55.9		$	16.7		$	19.6
Cost of sales	30.8			33.1			10.7			12.4
Gross profit	22.2			22.7			6.0			7.2
Selling, general and administrative expenses — open stores	29.6			32.0			8.1			10.2
Operating loss — open stores (c)	(7.3		)	(9.3		)	(2.1		)	(3.0		)
Selling, general and administrative expenses — closed stores (d)	—			—			1.5			2.3
Operating loss - retail operations (c)	$	(7.3	)	$	(9.3	)	$	(3.6	)	$	(5.3	)
Same-store-sales (e):
Percentage increase/(decrease)	(4		)%	12		%	(f)			(f)
Number of stores	44			45

____________________________


a)	This supplemental data includes company-owned Thomasville retail store locations that were open during the three or six months ended June 30, 2012 and 2011.


b)	This supplemental data includes all company-owned retail locations other than open Thomasville stores (“all other retail locations”).


c)	Operating loss does not include our wholesale profit on the above retail net sales.


d)	Selling, general and administrative expenses — closed stores includes occupancy costs, lease termination costs, and costs associated with closed store lease liabilities. Closed stores have no net sales, cost of sales, or gross profit.


e)	The Thomasville same-store sales percentage is based on sales from stores that have been in operation and company-

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owned for at least 15 months, including any stores that had been opened for at least 15 months but were closed during the period.

Same-store-sales information is not meaningful and is not presented for all other retail locations because results include retail store locations of multiple brands, including six Drexel Heritage stores, one Henredon store, one Broyhill store, and eight designer showrooms at June 30, 2012; and other than designer showrooms, it is not one of our long-term strategic initiatives to grow non-Thomasville brand company-owned retail locations.

In addition to the above company-owned stores, there were 50 Thomasville dealer-owned stores at June 30, 2012.

Financial Condition and Liquidity

Liquidity

Cash and cash equivalents at June 30, 2012 totaled $19.1 million, compared to $25.4 million at December 31, 2011. Net cash used by operating activities totaled $3.0 million in the six months ended June 30, 2012 compared with net cash provided by operating activities of $0.9 million in the six months ended June 30, 2011. The decrease in cash flow from operations in the six months ended June 30, 2012 compared to the six months ended June 30, 2011 was primarily driven by greater increases in inventory to meet demand related to higher backlog at the end of the 2012 period, offset by increases in accounts payable. Net cash used in investing activities for the six months ended June 30, 2012 totaled $3.4 million compared with $15.1 million in the six months ended June 30, 2011. The decrease in cash used in investing activities is primarily the result of investments in our infrastructure in the first half of 2011 with greater additions to property, plant, equipment, and software. No significant cash was used in financing activities in the six months ended June 30, 2012 compared with $2.4 million of cash used in the six months ended June 30, 2011. The decrease in cash used in financing activities is primarily the result of cash payments associated with the refinancing of our credit facility in the first half of 2011. Working capital was $229.4 million at June 30, 2012 compared to $231.9 million at December 31, 2011. We continue to manage our working capital to maximize liquidity and minimize borrowings under the ABL. Our efforts include actions to manage inventories to meet current demand, reduce expenses and capital expenditures, and extend payments to third parties through delayed payments and in some cases, negotiated new terms. The increase in accounts payable since the beginning of 2012 is primarily due to delayed payments and increased inventory. We expect delayed payments to decrease in the future.

We are focused on effective cash management and we believe our liquidity will be sufficient to support our operations for the foreseeable future. However, if we do not have sufficient cash reserves or sufficient cash flow from our operations or if our borrowing capacity under our asset-based loan ("ABL") is insufficient, we may need to raise additional funds through equity or debt financings in the future in order to meet our operating and capital needs. If additional funds were to be needed, we may not be able to secure adequate debt or equity financing on favorable terms, or at all, at the time when we need such funding. In the event that we are unable to raise additional funds, our liquidity will be adversely impacted and our business could suffer. If we are able to secure additional financing, these funds could be costly to secure and maintain, which could significantly impact our earnings and our liquidity.

At June 30, 2012, we had $19.1 million of cash and cash equivalents and $77.0 million of debt outstanding, and subject to certain provisions as described in "Financing Arrangements" below, excess availability to borrow up to an additional $29.7 million under the ABL or up to $22.7 million without being subject to the cash dominion and weekly reporting covenants of the ABL agreement. The breach of any of these provisions could result in a default under the ABL and could trigger acceleration of repayment, which could have a significant adverse impact on our liquidity and our business. While we expect to comply with the provisions of the agreement for the foreseeable future, deterioration in the economy and our results could cause us to not be in compliance with our ABL agreement.

Financing Arrangements

Long-term debt consists of the following (in millions):



	June 30, 2012		December 31, 2011
Asset-based loan	$	77.0	$	77.0
Less: current maturities	—		—
Long-term debt	$	77.0	$	77.0

On April 27, 2011, we refinanced our revolving credit facility with a group of financial institutions. The amended and restated

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facility is a five-year ABL with commitments to lend up to $250.0 million. The ABL provides for the issuance of letters of credit and cash borrowings, is secured by our accounts receivable, inventory and cash and is guaranteed by all of our domestic subsidiaries. The issuance of letters of credit and cash borrowings are limited by the level of a borrowing base consisting of eligible accounts receivable and inventory.

The amount of the borrowing base above the current level of letters of credit and cash borrowings outstanding represents the total borrowing availability. Certain covenants and restrictions, including cash dominion, weekly borrowing base reporting, and a fixed charge coverage ratio, would become effective if total availability fell below various thresholds. If total availability falls below $42.0 million, we would be subject to cash dominion and weekly borrowing base reporting. If total availability falls below $35.0 million, we would also be subject to the fixed charge coverage ratio, which we currently do not meet.

The borrowing base is reported on the 25th day of each month based on our financial position at the end of the previous month. As of June 30, 2012, based on our May 26, 2012 financial position, we had $22.7 million of availability to borrow under our ABL before we become subject to the cash dominion and weekly reporting covenants of the agreement. If we chose to be subject to the cash dominion and weekly reporting covenants, we would have also had availability to borrow an additional $7.0 million under our ABL at June 30, 2012, for total availability to borrow of $29.7 million. We could have also borrowed an additional $35.0 million under our ABL if we had met the fixed charge coverage ratio at June 30, 2012, which we did not.

We intend to continue to manage our availability to remain above the $42.0 million threshold, as we choose not to be subject to the cash dominion and weekly reporting covenants. Our borrowing base calculations are subject to periodic examinations by the financial institutions which can result in adjustments to the borrowing base and our availability under the ABL.

The interest rate on cash borrowings outstanding under the ABL is either (i) a base rate (the greatest of the prime rate, the Federal Funds Effective Rate plus 0.5%, and the adjusted LIBOR plus 1%) plus a margin ranging from 1.00% to 1.75% or (ii) LIBOR plus a margin ranging from 2.25% to 3.00%. These margins fluctuate with average availability. As of June 30, 2012, loans outstanding were $77.0 million with a weighted average interest rate of 3.19%.

Funded Status of Qualified Defined Benefit Pension Plan

The projected benefit obligation of our qualified defined benefit pension plan exceeded the fair value of plan assets by $165.4 million at December 31, 2011, the measurement date. The projected benefit obligation calculations are dependent on various assumptions, including discount rate. The discount rate is selected based on yields of high quality bonds (rated Aa by Moody’s as of the measurement date) with cash flows matching the timing and amount of expected future benefit payments. We believe the assumptions to be reasonable; however, differences in assumptions would impact the calculated obligation. Additionally, changes in the yields of the underlying financial instruments from which the assumptions are derived may significantly impact the calculated obligation at future measurement dates. For example, at our December 31, 2011 measurement date, we used a discount rate of 5.00% to measure the projected benefit obligation. If we had used a discount rate of 5.25% or 4.75%, the projected benefit obligation and underfunded status of our pension plan would have decreased or increased by approximately $14.0 million, respectively.

On June 25, 2010, the federal government passed the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 (“the Pension Relief Act”) which is designed to provide relief from the funding requirements of the Pension Protection Act of 2006. The Pension Relief Act provides opportunities for plan sponsors to extend the time over which plan deficits may be funded, up to 15 years, subject to certain limitations including offsets for excess compensation and extraordinary dividends. With the benefit of the Pension Relief Act, our remaining funding requirements for 2012 under the Employee Retirement Income Security Act of 1974 (“ERISA”) were approximately $9.0 million as of June 30, 2012. On July 6, 2012, the federal government passed the Moving Ahead for Progress in the 21st Century Act (“MAP-21”), which includes provisions designed to provide additional funding relief. MAP-21 allows plan sponsors to extend the period over which average interest rates are calculated, from two years to 25 years, for use in discounting pension liabilities and determining funding requirements. We are currently assessing the extent to which MAP-21 will affect our remaining funding requirements for 2012 and future years under ERISA.

If the relief provided by the federal government expires or is no longer applicable to our qualified pension plan, if there is downward pressure on the asset values of the plan, or if the present value of the projected benefit obligation of the plan increases, as would occur in the event of a decrease in the discount rate used to measure the obligation, it would necessitate significantly increased funding of the plan in the future.

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Contractual Obligations and Other Commitments

Off-Balance Sheet Arrangements

We are the prime tenant on operating leases that we have subleased to independent furniture dealers. In addition, we guarantee leases which primarily relate to company-branded stores operated by independent furniture dealers. These subleases and guarantees have remaining terms ranging up to five years and generally require us to make lease payments in the event of default by the sublessor or independent party. In the event of default, we have the right to assign or assume the lease with certain restrictions. As of June 30, 2012, the total amounts remaining under lease guarantees were $5.8 million. Our estimate of probable future losses under these guaranteed leases is not material.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon the Consolidated Financial Statements and Notes to the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates, judgments, and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The consolidated financial statements consist of the accounts of our company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

We have chosen accounting policies we believe are appropriate to accurately and fairly report our operating results and financial position, and we apply those accounting policies in a consistent manner. Accounting policies we consider most critical are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to market risk from changes in interest rates. Our exposure to interest rate risk consists of interest expense on our asset-based loan and interest income on our cash equivalents. A 10% interest rate increase would result in additional interest expense of $0.2 million annually. We have no derivative financial instruments at June 30, 2012.

Item 4. Controls and Procedures


a)	Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such terms are defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as of June 30, 2012, the end of the period covered by this Quarterly Report on Form 10-Q.

Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of June 30, 2012.


b)	Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended June 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

For a discussion of legal proceedings, refer to Part I, Note 11 to the Consolidated Financial Statements in this Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

We describe the risk factors associated with our business below. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial also may become important factors that affect our company. You should carefully consider the risks described below in addition to all other information provided to you in this document, in our Annual Report on Form 10-K for the year ended December 31, 2011, and in our subsequent filings with the Securities and Exchange Commission. Any of the following risks could materially and adversely affect our business, results of operations, and financial condition.

Unfavorable economic conditions could result in a decrease in our future sales, earnings, and liquidity.

Our operations and performance depend significantly on economic conditions, particularly in the United States, and their impact on levels of existing home sales, new home construction, consumer confidence, and consumer discretionary spending. Economic conditions deteriorated significantly in the United States and worldwide in recent years. Although the general economy has begun to recover, sales of residential furniture remain depressed due to wavering consumer confidence and a number of ongoing factors in the global economy that have negatively impacted consumers’ discretionary spending. These ongoing factors include lower home values, prolonged foreclosure activity throughout the country, a weak market for home sales, continued high levels of unemployment, and reduced access to consumer credit. These factors are outside of our control, but have a direct impact on our sales. These conditions have resulted in a decline in our sales, earnings and liquidity and could continue to impact our sales, earnings and liquidity in the future. The general level of consumer spending is also affected by a number of factors, including, among others, general economic conditions and inflation, which are generally beyond our control. Unfavorable economic conditions impact retailers, our primary customers, potentially resulting in the inability of our customers to pay amounts owed to us. In addition, if our customers are unable to sell our products or are unable to access credit, they may experience financial difficulties leading to bankruptcies, liquidations, and other unfavorable events. If any of these events occur, or if unfavorable economic conditions continue to challenge the consumer environment, our future sales, earnings, and liquidity would likely be adversely impacted.

A variety of factors including market returns and lower interest rates could significantly increase our funding obligations for our qualified pension plan, which would negatively impact our liquidity.

Our funding obligations for our qualified pension plan depend on the performance of assets held in the pension plan, changes in the discount rate used to measure the benefit obligation, and changes in government regulations applicable to our pension plan. The projected benefit obligation of our qualified defined benefit plan exceeded the fair value of plan assets by $165.4 million at December 31, 2011. A decrease in the fair value of plan assets, or a decrease in interest rates with a corresponding decrease in the discount rate used to measure the benefit obligation could significantly increase our funding obligation. Financial markets have experienced extreme volatility in recent years. As a result of this volatility in the domestic and international equity and bond markets, the asset values of our pension plans and the discount rate used to measure the benefit obligation have fluctuated significantly. Further disruptions in the financial markets could adversely impact our funding obligations in the future. In addition, the federal government has passed pension funding relief legislation which extended the time over which plan deficits may be funded and changed the method for calculating the discount rate. If the relief provided by the federal government expires or is no longer applicable to our qualified pension plan, if there is downward pressure on the asset value of the plan, or if the present value of the benefit obligation of the plan increases, as would occur in the event of a decrease in the discount rate used to measure the obligation, significantly increased funding of the plan in the future could be required, which would negatively impact our liquidity.

Loss of market share and other financial or operational difficulties due to competition would likely result in a decrease in our sales, earnings, and liquidity.

The residential furniture industry is highly competitive and fragmented. We compete with many other manufacturers and retailers, some of which offer widely advertised, well-known, branded products, and others are large retail furniture dealers who offer their own store-branded products. Competition in the residential furniture industry is based on the pricing of products, quality of products, style of products, perceived value, service to the customer, promotional activities, and advertising. It is difficult for us to predict the timing and scale of our competitors’ actions in these areas. The highly competitive nature of the industry means we are constantly subject to the risk of losing market share, which would likely decrease our future sales, earnings and liquidity. In addition, due to competition, we may not be able to maintain or raise the prices of our products in response to inflationary pressures such as

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increasing costs. Also, due to the large number of competitors and their wide range of product offerings, we may not be able to differentiate our products (through styling, finish, and other construction techniques) from those of our competitors. These and other competitive pressures would likely result in a decrease in our sales, earnings, and liquidity.

An inability to forecast demand or respond to changes in consumer tastes and fashion trends in a timely manner could result in a decrease in our future sales, earnings, and liquidity.

Residential furniture is a highly styled product subject to fashion trends and geographic consumer tastes that can change rapidly. If we are unable to anticipate or respond to changes in consumer tastes and fashion trends in a timely manner or to otherwise forecast demand accurately, we may lose sales and have excess inventory (both raw materials and finished goods), which could result in a decrease in our sales, earnings, and liquidity.

A change in our mix of product sales could result in a decrease in our future earnings and liquidity.

Our products are sold at varying price points and levels of profit. An increase in the sales of our lower profit products at the expense of the sales of our higher profit products could result in a decrease in our gross margin, earnings, and liquidity.

Business failures of large dealers, a group of customers or our own retail stores could result in a decrease in our future sales, earnings, and liquidity.

Our business practice has been to extend payment terms to our customers when selling furniture. As a result, we have a substantial amount of receivables we manage daily. Although we have no customers who individually represent 10% or more of our total annual sales, the business failures of a large customer or a group of customers could require us to incur bad debt expense, which would decrease earnings, as it has in past periods. Receivables collection can be significantly impacted by economic conditions. Therefore, deterioration in the economy, or a lack of economic recovery, could cause further business failures of our customers, which could in turn result in additional bad debt expense thereby lowering earnings. These business failures can also cause loss of future sales. In addition, we are either prime tenant on or guarantor of many leases of company-branded stores operated by independent furniture dealers. The viability of these dealer stores are also highly influenced by economic conditions. Defaults by any of these dealers would result in our becoming responsible for payments under these leases. If we were to decide not to operate these stores, we would still be required to pay store occupancy costs, which would result in a reduction in our future sales, earnings and liquidity.

Inventory write-downs or write-offs could result in a decrease in our earnings.

Our inventory is valued at the lower of cost or market. However, future sales of inventory are dependent on economic conditions, among other things. Weak economic and retail conditions could cause a lowering of inventory values in order to sell our product. Deterioration in the economy could require us to lower inventory values further, which would lower our earnings.

Sales distribution realignments can result in a decrease in our sales, earnings and liquidity.

We continually review relationships with our wholesale customers to ensure each meets our standards. These standards cover, among others, creditworthiness, market penetration, sales growth, competitive improvements, and sound, ethical business practices. If customers do not meet our standards, we will consider discontinuing these business relationships. If we discontinue a relationship, there would likely be a decrease in near-term sales, earnings, and liquidity and possibly long-term sales, earnings and liquidity if we are unable to replace such customers.

Manufacturing realignments and cost savings programs could result in a decrease in our near-term earnings and liquidity.

We continually review our manufacturing operations and offshore sourcing capabilities. Effects of periodic manufacturing realignments and cost savings programs would likely result in a decrease in our near-term earnings and liquidity until the expected cost reductions are achieved. Such programs can include the consolidation and integration of facilities, functions, systems, and procedures. Certain products may also be shifted from domestic manufacturing to offshore manufacturing or sourcing, and vice versa. These realignments have, and would likely in the future, result in substantial capital expenditures and costs including, among others, severance, impairment, exit, and disposal costs. Such actions may not be accomplished as quickly as anticipated and the expected cost reductions may not be achieved in full, both of which have, and could in the future, result in a decrease in our near-term earnings and liquidity.

Reliance on offshore sourcing of our products subjects us to government regulations and currency fluctuations which could result in a decrease in our earnings and liquidity.

We have offshore capabilities that provide flexibility in product programs and pricing to meet competitive pressures. Risks inherent in conducting business internationally include, among others, fluctuations in foreign-currency exchange rates, changes to and compliance with government regulations and policies, including those related to duties, tariffs, and trade barriers, investments, taxation, exchange controls, repatriation of earnings, and changes in local political or economic conditions, all of which could increase our costs and decrease our earnings and liquidity.

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Our operations depend on production facilities located outside the United States which are subject to increased risks of disrupted production which could cause delays in shipments, loss of customers, and decreases in sales, earnings, and liquidity.

We have placed production in emerging markets to capitalize on market opportunities and to minimize our costs. Our international production operations could be disrupted by a natural disaster, labor strike, war, political unrest, terrorist activity, or public health concerns, particularly in emerging countries that are not well-equipped to handle such occurrences. Our production abroad may also be more susceptible to changes in laws and policies in host countries and economic and political upheaval than our domestic production. Any such disruption could cause delays in shipments of products, loss of customers, and decreases in sales, earnings and liquidity.

Fluctuations in the price, availability, or quality of raw materials or sourced product could cause delays in production and product delivery, could increase the costs of materials, and could result in a decrease in our sales, earnings, and liquidity.

We use various types of wood, fabrics, leathers, glass, upholstered filling material, steel, and other raw materials in manufacturing furniture. We also source products from independent manufacturers. Our suppliers could choose to discontinue business with us or could change the terms under which they are willing to do business, such as price, minimum quantities, required lead times, or payment terms. Fluctuations in the price, availability, or quality of the raw materials we use in manufacturing or products we source could have a negative effect on our cost of sales and our ability to meet the demands of our customers. In the event of a significant disruption in our supply of raw materials or sourced product, we may not be able to locate alternative sources at an acceptable price or in a timely manner. Inability to meet the demands of our customers could result in the loss of future sales. In addition, if the price of raw materials increases we may not be able to pass along to our customers all or a portion of our higher costs due to competitive and market pressures, which could decrease our earnings and liquidity. Also, if payment terms with our suppliers and vendors decrease, it could adversely impact our liquidity and cash flow.

We are subject to litigation, environmental regulations, and governmental matters that could adversely impact our sales, earnings, and liquidity.

We are, and may in the future be, a party to legal proceedings and claims, including, but not limited to, those involving product liability, business matters, government regulatory and trade compliance matters, and environmental matters, some of which claim significant damages. We face the business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event any of our products prove to be defective, we may be required to recall or redesign such products. We maintain insurance against product liability claims, but there can be no assurance such coverage will continue to be available on terms acceptable to us or such coverage will be adequate to cover exposures. We also are, and may in the future be, a party to legal proceedings and claims arising out of certain customer or dealer terminations as we continue to re-examine and realign our retail distribution strategy. Given the inherent uncertainty of litigation, these matters could have a material adverse impact on our sales, earnings, and liquidity. We are also subject to various laws and regulations relating to environmental protection and we could incur substantial costs as a result of the noncompliance with or liability for cleanup or other costs or damages under environmental laws. All of these matters could cause a decrease in our sales, earnings, and liquidity.

We may not realize the anticipated benefits of mergers, acquisitions, or dispositions.

As part of our business strategy, we may merge with or acquire businesses and divest assets and operations. Risks commonly encountered in mergers and acquisitions include the possibility that we pay more than the acquired company or assets are worth, the difficulty of assimilating the operations and personnel of the acquired business, the potential disruption of our ongoing business, and the distraction of our management from ongoing business. Consideration paid for future acquisitions could be in the form of cash or stock or a combination thereof, which could result in dilution to existing shareholders and to earnings per share. We may also evaluate the potential disposition of assets and operations that may no longer help us meet our objectives. When we decide to sell assets or operations, we may encounter difficulty in finding buyers or alternate exit strategies on acceptable terms in a timely manner. In addition, we may dispose of assets at a price or on terms that are less than we had anticipated.

Loss of key personnel or the inability to hire qualified personnel could adversely affect our business.

Our success depends, in part, on our ability to retain our key personnel, including our executive officers and senior management team. The unexpected loss of one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, train, and retain highly qualified personnel. Competition for employees can be intense. We may not be able to attract or retain qualified personnel in the future, and our failure to do so could adversely affect our business.

Impairment of our trade name intangible assets would result in a decrease in our earnings and net worth.

Our trade names are tested for impairment annually or whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Trade names are tested by comparing the carrying value and fair value of each trade name to determine the amount, if any, of impairment. The fair value of our trade names is estimated using a “relief from royalty payments” methodology, which is highly contingent upon assumed sales trends and projections, royalty rates, and a discount rate.

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Lower sales trends, decreases in projected net sales, decreases in royalty rates, or increases in the discount rate would cause impairment charges and a corresponding reduction in our earnings and net worth, as it has in past periods.

Provisions in our certificate of incorporation and our shareholders’ rights plan could discourage a takeover and could result in a decrease in the value of our common stock.

Certain provisions of our certificate of incorporation and shareholders’ rights plan could make it more difficult for a third party to acquire control of us, even if such change in control would be beneficial to our shareholders. Our certificate of incorporation contains provisions that may make the acquisition of control by a third party without the approval of our board of directors more difficult, including provisions relating to the issuance of stock without shareholder approval. In addition, we have also adopted a dual-trigger shareholders’ rights plan designed to deter shareholders from acquiring shares of stock in excess of 4.75% in order to reduce the risk of limitation of use of our net operating loss carry forwards under Section 382 of the Internal Revenue Code, and to protect our stockholders against potential acquirers who may pursue coercive or unfair tactics aimed at gaining control of the Company without paying all stockholders a full and fair price. These provisions may have unintended anti-takeover effects and may delay or prevent a change in control, which could result in a decrease of the price of our common stock.

A change in control could limit the use of our net operating loss carry forwards and decrease a potential acquirer’s valuation of our businesses, both of which could decrease our liquidity and earnings.

If a change in control occurs pursuant to applicable statutory regulations, we are potentially subject to limitations on the use of our net operating loss carry forwards which in turn could adversely impact our future liquidity and profitability. A change in control could also decrease a potential acquirer’s valuation of our businesses and discourage a potential acquirer from purchasing our businesses.

If we and our dealers are not able to open new stores or effectively manage the growth of these stores, our ability to grow sales and our profitability and liquidity could be adversely affected.

We have in the past and may continue in the future to open new stores or purchase or otherwise assume operation of branded stores from independent dealers. Increased demands on our operational, managerial, and administrative resources could cause us to operate our business, including our existing and new stores, less effectively, which in turn could cause deterioration in our profitability. If we and our dealers are not able to identify and open new stores in desirable locations and operate stores profitably, it could adversely impact our ability to grow sales and our profitability and liquidity could be adversely affected.

We may not be able to comply with our debt agreement or secure additional financing on favorable terms or generate sufficient profit to meet our future operating and capital needs, which could have a significant adverse impact on our liquidity and our business.

Our availability to borrow is dependent on certain provisions of our debt agreement, including those described in Note 5 “Long-Term Debt” in Part I, Item 1 of this Form 10-Q. The breach of any of these provisions could result in a default under our debt agreement and could trigger acceleration of repayment, which would have a significant adverse impact to our liquidity and our business. In addition, an inability to generate sufficient future profits could have a significant adverse impact on our cash flow and liquidity and could cause us to not be in compliance with our debt agreement. While we would attempt to obtain waivers for noncompliance, we may not be able to obtain waivers, which could have a significant adverse impact on our liquidity and our business. Also, our availability to borrow is dependent on our borrowing base calculations. Our borrowing base calculations are subject to periodic examinations by the financial institutions which could result in unfavorable adjustments to the borrowing base and our availability to borrow. Also, we maintain certain payment terms with our suppliers and vendors. If these payments terms decrease, it could adversely impact our liquidity and cash flow.

If we do not have sufficient cash reserves, cash flow from our operations, supplier or vendor payment terms, or borrowing capacity, we may need to raise additional funds through equity or debt financings in the future in order to meet our operating and capital needs. Nevertheless, we may not be able to secure adequate debt or equity financing on favorable terms, or at all, at the time when we need such funding. In the event that we are unable to raise additional funds, our liquidity will be adversely impacted and our business could suffer. If we are able to secure additional financing, these funds could be costly to secure and maintain, which could significantly impact our earnings and our liquidity. Also, if we raise additional funds or settle liabilities through issuances of equity or convertible securities, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. In addition, any debt financing that we may secure in the future could have restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Any material disruption of our information systems could disrupt our business and adversely impact our financial condition.

We may be subject to information technology system failures, network disruptions and cybersecurity concerns. These may be

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caused by natural disasters, accidents, power disruptions, telecommunications failures, viruses, cyber incidents, or similar events or disruptions. System redundancy may be ineffective or inadequate, and our disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions could prevent retail store transactions, compromise our data or customer data, result in delays in the manufacturing and shipping of our products to customers or lost sales. System failures and disruptions could also impede transaction processing and financial reporting.

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Item 6. Exhibits



		Filed
		with
Exhibit		the	Incorporated by Reference
Index		Form		Filing Date	Exhibit
No.	Exhibit Description	10-Q	Form	with the SEC	No.
3.1	Restated Certificate of Incorporation of the Company, as amended		10-Q	May 14, 2002	3
3.2	By-Laws of the Company, as amended effective as of August 5, 2010		8-K	August 10, 2010	3.1
3.3	Certificate of Designation of Series B Junior Participating Preferred Stock		8-K	August 4, 2009	3.1
4.1	Amended and Restated Stockholders Rights Agreement, dated as of June 18, 2012, between the Company and American Stock Transfer and Trust Company, LLC, as Rights Agent		8-K	June 19, 2012	4.1
10.1	2012-2013 Furniture Brands Drive For Results Incentive Plan		8-K	June 28, 2012	10.1
31.1	Certification of Chief Executive Officer of the Company, Pursuant to Rule 13a-14(a)/15d-14(a)	X
31.2	Certification of Chief Financial Officer (Principal Financial Officer) of the Company, Pursuant to Rule 13a-14(a)/15d-14(a)	X
32.1	Certification of Chief Executive Officer of the Company, Pursuant to 18 U.S.C. Section 1350	X
32.2	Certification of Chief Financial Officer (Principal Financial Officer) of the Company, Pursuant to 18 U.S.C. Section 1350	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X

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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/ Vance C. Johnston
	Vance C. Johnston
	Chief Financial Officer (On behalf of the registrant and as Principal Financial Officer)
	Date:	August 3, 2012

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