UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
  
FORM 10-Q
  
(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 28,September 27, 2008
  
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 NumberNumber: 1-14225
  
HNI Corporation
(Exact name of registrant as specified in its charter)
  
Iowa
(State or other jurisdiction of
incorporation or organization)
42-0617510
(I.R.S. Employer
Identification Number)
  
P. O. Box 1109, 408 East Second Street
Muscatine, Iowa 52761-0071
(Address of principal executive offices)
52761-0071
(Zip Code)
  
Registrant's telephone number, including area code: 563/272-7400
  
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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer      X                            Accelerated filer            
Non-accelerated filer                                       Smaller reporting company            
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      YES                   NO        X        
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
Class
Common Shares, $1 Par Value
Outstanding at June 28,September 27, 2008
44,211,45744,256,205


 
 

 


HNI Corporation and SUBSIDIARIES
  
  
PART I.    FINANCIAL INFORMATION
 Page
  
Item 1.    Financial Statements (Unaudited) 
  
3
  
5
  
6
  
7
  
8
  
17
  
23
  
23
  
PART II.    OTHER INFORMATION
  
24
  
24
  
2524
  
Item 3.    Defaults Upon Senior Securities - None-
  
- None26-
  
Item 5.    Other Information – None-
  
25
SIGNATURES26
  
EXHIBIT INDEX27
28

2

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
            
 
Jun. 28,
2008
(Unaudited)
  
Dec. 29,
2007
  
Sep. 27,
2008
(Unaudited)
  
Dec. 29,
2007
 
ASSETS (In thousands)  (In thousands) 
            
CURRENT ASSETS            
Cash and cash equivalents $23,028  $33,881  $27,228  $33,881 
Short-term investments  9,650   9,900   9,550   9,900 
Receivables  277,553   288,777   300,069   288,777 
Inventories (Note C)  103,868   108,541   109,439   108,541 
Deferred income taxes  17,704   17,828   17,706   17,828 
Prepaid expenses and other current assets  29,793   30,145   30,182   30,145 
Total Current Assets  461,596   489,072   494,174   489,072 
                
PROPERTY, PLANT, AND EQUIPMENT, at costPROPERTY, PLANT, AND EQUIPMENT, at cost     PROPERTY, PLANT, AND EQUIPMENT, at cost     
Land and land improvements  24,277   23,805   23,720   23,805 
Buildings  265,801   268,650   271,020   268,650 
Machinery and equipment  504,292   501,950   511,780   501,950 
Construction in progress  29,677   25,858   31,968   25,858 
  824,047   820,263   838,488   820,263 
Less accumulated depreciation  511,721   514,832   522,952   514,832 
                
Net Property, Plant, and Equipment  312,326   305,431   315,536   305,431 
                
GOODWILL  279,178   256,834   273,835   256,834 
                
OTHER ASSETS  190,743   155,639   192,655   155,639 
                
Total Assets $1,243,843  $1,206,976  $1,276,200  $1,206,976 
                
See accompanying Notes to Condensed Consolidated Financial Statements.

 



HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 
            
 
Jun. 28,
2008
(Unaudited)
  
Dec. 29,
2007
  
Sep. 27,
2008
(Unaudited)
  
Dec. 29,
2007
 
LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands, except share and per share value data)  (In thousands, except share and per share value data) 
            
CURRENT LIABILITIES            
Accounts payable and accrued expenses $339,396  $367,320  $372,220  $367,320 
Note payable and current maturities of long-term debt and capital lease obligations  37,605   14,715   49,483   14,715 
Current maturities of other long-term obligations  302   2,426   326   2,426 
Total Current Liabilities  377,303   384,461   422,029   384,461 
                
LONG-TERM DEBT  342,300   280,315   317,300   280,315 
                
CAPITAL LEASE OBLIGATIONS  601   776   81   776 
                
OTHER LONG-TERM LIABILITIES  55,709   55,843   56,643   55,843 
                
DEFERRED INCOME TAXES  26,822   26,672   27,611   26,672 
                
MINORITY INTEREST IN SUBSIDIARY  135   1   152   1 
                
SHAREHOLDERS' EQUITY                
Capital Stock:                
Preferred, $1 par value, authorized 2,000,000 shares, no shares outstanding  -   -   -   - 
                
Common, $1 par value, authorized 200,000,000 shares, outstanding -  44,211   44,835   44,256   44,835 
June 28, 2008 – 44,211,457 shares;        
September 27, 2008 – 44,256,205 shares;        
Dec. 29, 2007 – 44,834,519 shares                
                
Additional paid-in capital  3,482   3,152   4,831   3,152 
Retained earnings  391,396   410,075   401,379   410,075 
Accumulated other comprehensive income  1,884   846   1,918   846 
                
Total Shareholders' Equity  440,973   458,908   452,384   458,908 
                
Total Liabilities and Shareholders' Equity $1,243,843  $1,206,976  $1,276,200  $1,206,976 
                
See accompanying Notes to Condensed Consolidated Financial Statements.




HNI Corporation and SUBSIDIARIES
(Unaudited)
HNI Corporation and SUBSIDIARIES
(Unaudited)
 
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 Three Months Ended  Three Months Ended 
 
Jun. 28,
2008
  
Jun. 30,
2007
  
Sep. 27,
2008
  
Sep. 29,
2007
 
 (In thousands, except share and per share data)  (In thousands, except share and per share data) 
            
Net sales $613,114  $618,160  $663,141  $674,628 
Cost of sales  403,671   402,523   438,423   434,385 
Gross profit  209,443   215,637   224,718   240,243 
Selling and administrative expenses  182,673   169,559   189,577   176,904 
Restructuring and impairment  2,029   728   1,497   4,264 
Operating income  24,741   45,350   33,644   59,075 
Interest income  175   196   208   326 
Interest expense  4,359   4,774   4,245   4,815 
Earnings from continuing operations before income taxes and minority interest  20,557   40,772   29,607   54,586 
Income taxes  7,095   14,404   10,107   19,342 
Earnings from continuing operations before minority interest  13,462   26,368   19,500   35,224 
Minority interest in earnings of subsidiary  (7)  (25)  11   (63)
Income from continuing operations  13,469   26,393 
Discontinued operations, less applicable taxes  -   484 
Net income $13,469  $26,877  $19,489  $35,307 
                
Net income from continuing operations – basic $0.30  $0.56 
Net income from discontinued operations – basic  -  $0.01 
Net income per common share – basic $0.30  $0.57  $0.44  $0.76 
Average number of common shares outstanding – basic  44,233,402   46,936,567   44,213,017   46,256,366 
Net income from continuing operations – diluted $0.30  $0.56 
Net income from discontinued operations – diluted  -  $0.01 
Net income per common share – diluted $0.30  $0.57  $0.44  $0.76 
Average number of common shares outstanding – diluted  44,370,451   47,199,397   44,340,220   46,486,724 
Cash dividends per common share $0.215  $0.195  $0.215  $0.195 
See accompanying Notes to Condensed Consolidated Financial Statements.
See accompanying Notes to Condensed Consolidated Financial Statements.
 
See accompanying Notes to Condensed Consolidated Financial Statements.
 




















HNI Corporation and SUBSIDIARIES
(Unaudited)
HNI Corporation and SUBSIDIARIES
(Unaudited)
 
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
 Six Months Ended  Nine Months Ended 
 
Jun. 28,
2008
  
Jun. 30,
2007
  
Sep. 27,
2008
  
Sep. 29,
2007
 
 (In thousands, except share and per share data)  (In thousands, except share and per share data) 
            
Net sales $1,176,497  $1,227,360  $1,839,638  $1,901,988 
Cost of sales  783,016   805,023   1,221,439   1,239,408 
Gross profit  393,481   422,337   618,199   662,580 
Selling and administrative expenses  355,228   340,373   544,805   517,277 
Restructuring and impairment  2,847   592   4,344   4,856 
Operating income  35,406   81,372   69,050   140,447 
Interest income  638   448   846   774 
Interest expense  8,236   9,062   12,481   13,877 
Earnings from continuing operations before income taxes and minority interest  27,808   72,758   57,415   127,344 
Income taxes  10,275   25,767   20,382   45,109 
Earnings from continuing operations before minority interest  17,533   46,991   37,033   82,235 
Minority interest in earnings of subsidiary  87   (53)  98   (116)
Income from continuing operations  17,446   47,044   36,935   82,351 
Discontinued operations, less applicable taxes  -   514   -   514 
Net income $17,446  $47,558  $36,935  $82,865 
                
Net income from continuing operations – basic $0.39  $0.99  $0.83  $1.75 
Net income from discontinued operations – basic  -  $0.01   -  $0.01 
Net income per common share – basic $0.39  $1.00  $0.83  $1.76 
Average number of common shares outstanding – basic  44,385,400   47,466,147   44,327,939   47,062,887 
Net income from continuing operations – diluted $0.39  $0.99  $0.83  $1.74 
Net income from discontinued operations – diluted  -  $0.01   -  $0.01 
Net income per common share – diluted $0.39  $1.00  $0.83  $1.75 
Average number of common shares outstanding – diluted  44,541,467   47,733,977   44,453,445   47,298,590 
Cash dividends per common share $0.43  $0.39  $0.645  $0.585 
See accompanying Notes to Condensed Consolidated Financial Statements.
See accompanying Notes to Condensed Consolidated Financial Statements.
 
See accompanying Notes to Condensed Consolidated Financial Statements.
 


6







HNI Corporation and SUBSIDIARIES
(Unaudited)
HNI Corporation and SUBSIDIARIES
(Unaudited)
 
HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 Six Months Ended  Nine Months Ended 
 Jun. 28, 2008  Jun. 30, 2007  Sep. 27, 2008  Sep. 29, 2007 
 (In thousands)  (In thousands) 
Net Cash Flows From (To) Operating Activities:            
Net income $17,446  $47,558  $36,935  $82,865 
Noncash items included in net income:                
Depreciation and amortization  34,566   33,730   52,407   50,796 
Other postretirement and post employment benefits  754   1,066   1,132   1,599 
Stock-based compensation  952   1,909   1,373   2,784 
Excess tax benefits from stock compensation  (11)  (654)  (11)  (816)
Deferred income taxes  379   (10,344)  1,196   (7,711)
Loss on sale, retirement and impairment of long-lived assets and intangibles  2,131   2,384 
(Gain)/Loss on sale, retirement and impairment of long-lived assets and intangibles  1,346   (2,027)
Stock issued to retirement plan  6,592   6,611   6,592   6,611 
Other – net  1,202   754   1,952   209 
Net increase (decrease) in non-cash operating assets and liabilities  (953)  14,598   4,213   44,770 
Increase (decrease) in other liabilities  (2,863)  (1,941)  (2,537)  (821)
Net cash flows from (to) operating activities  60,195   95,671   104,598   178,259 
                
Net Cash Flows From (To) Investing Activities:                
Capital expenditures  (35,939)  (29,148)  (53,664)  (41,699)
Proceeds from sale of property, plant and equipment  638   305   1,009   11,957 
Capitalized software  (926)  (48)
Acquisition spending, net of cash acquired  (75,330)  (1,509)  (75,479)  (4,266)
Short-term investments – net  (250)  -   (250)  - 
Purchase of long-term investments  (8,098)  (17,287)  (10,531)  (20,517)
Sales or maturities of long-term investments  10,608   15,267   12,758   17,467 
Other – net  -   100   -   294 
Net cash flows from (to) investing activities  (108,371)  (32,272)  (127,083)  (36,812)
                
Net Cash Flows From (To) Financing Activities:                
Proceeds from sales of HNI Corporation common stock  2,327   5,456   3,251   8,396 
Purchase of HNI Corporation common stock  (28,553)  (85,000)  (28,553)  (102,045)
Excess tax benefits from stock compensation  11   654   11   816 
Proceeds from long-term debt  214,000   141,470   306,000   174,569 
Payments of note and long-term debt and other financing  (131,389)  (111,594)  (236,298)  (196,394)
Dividends paid  (19,073)  (18,473)  (28,579)  (27,523)
Net cash flows from (to) financing activities  37,323   (67,487)  15,832   (142,181)
                
Net increase (decrease) in cash and cash equivalents  (10,853)  (4,088)  (6,653)  (734)
Cash and cash equivalents at beginning of period  33,881   28,077   33,881   28,077 
Cash and cash equivalents at end of period $23,028  $23,989  $27,228  $27,343 
   
See accompanying Notes to Condensed Consolidated Financial Statements.See accompanying Notes to Condensed Consolidated Financial Statements. See accompanying Notes to Condensed Consolidated Financial Statements. 

7


HNI Corporation and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 28,September 27, 2008

Note A.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  The December 29, 2007 consolidated balance sheet included in this Form 10-Q was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month and six-monthnine-month periods ended June 28,September 27, 2008 are not necessarily indicative of the results that may be expected for the year ending January 3, 2009.  For further information, refer to the consolidated financial statements and footnotes included in HNI Corporation's (the "Corporation") annual report on Form 10-K for the year ended December 29, 2007.


Note B. Stock-Based Compensation

Effective January 1, 2006, the Corporation adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based Payment."  Accordingly, stock-based compensation expense is measured at grant date, based on the fair value of the award and is recognized as expense over the employee requisite service period.  For the three and sixnine months ended June 28,September 27, 2008, and June 30,September 29, 2007, the Corporation recognized $0.7$0.4 million and $1.0$1.4 million, and $0.9 million and $1.9$2.8 million, respectively, of stock-based compensation for the cost of stock options issued under the Corporation's Stock-Based Compensation Plan and shares issued under the Corporation's Members' Stock Purchase Plan.

At June 28,September 27, 2008, there was $5.3$4.5 million of unrecognized compensation cost related to nonvested stock option awards, which the Corporation expects to recognize over a weighted-average period of 1.6 years.


Note C.  Inventories

The Corporation values its inventory at the lower of cost or market with approximately 81% valued by the last-in, first-out ("LIFO") method.

(In thousands)
 
Jun. 28, 2008
(Unaudited)
  
Dec. 29, 2007
  
Sep. 27, 2008
(Unaudited)
  
Dec. 29, 2007
 
Finished products $66,415  $76,804  $71,682  $76,804 
Materials and work in process  58,362   52,641   58,666   52,641 
LIFO allowance  (20,909)  (20,904)  (20,909)  (20,904)
 $103,868  $108,541  $109,439  $108,541 


 




Note D.  Comprehensive Income and Shareholders' Equity

Components of accumulated other comprehensive income (loss) consist of the following:

 June 28, 2008  Sep. 27, 2008 
(In thousands)
 
Three
Months
Ended
  
Six
Months
Ended
  
Three
Months
Ended
  
Nine
Months
Ended
 
Balance at beginning of period  1,567   846  $1,884  $846 
Foreign currency translation adjustments – net of tax  420   1,215   72   1,287 
Change in unrealized gains (losses) on marketable securities – net of tax  (50)  (203)  107   (96)
Change in pension and postretirement liability – net of tax  79   158   80   238 
Change in fair value of derivative financial instrument – net of tax  (132)  (132)  (225)  (357)
Balance at end of period  1,884   1,884  $1,918  $1,918 


Note E.  Earnings Per Share

The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share ("EPS"):

 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
(In thousands, except per share data) 
Jun. 28,
2008
  
Jun. 30,
2007
  
Jun. 28,
2008
  
Jun. 30,
2007
  
Sep. 27,
2008
  
Sep. 29,
2007
  
Sep. 27,
2008
  
Sep. 29,
2007
 
Numerators:                        
Numerator for both basic and diluted EPS net income $13,469  $26,877  $17,446  $47,558  $19,489  $35,307  $36,935  $82,865 
Denominators:                                
Denominator for basic EPS weighted-average common shares outstanding    44,233     46,937     44,385     47,466     44,213     46,256     44,328     47,063 
Potentially dilutive shares from stock option plans  137   262   156   268   127   231   125   236 
Denominator for diluted EPS  44,370   47,199   44,541   47,734   44,340   46,487   44,453   47,299 
Earnings per share – basic $0.30  $0.57  $0.39  $1.00  $0.44  $0.76  $0.83  $1.76 
Earnings per share – diluted $0.30  $0.57  $0.39  $1.00  $0.44  $0.76  $0.83  $1.75 

Certain exercisable and non-exercisable stock options were not included in the computation of diluted EPS at June 28,September 27, 2008, and June 30,September 29, 2007, because their inclusion would have been anti-dilutive.  The number of stock options outstanding, which met this anti-dilutive criterion for the three and sixnine months ended June 28,September 27, 2008 was 1,186,4281,403,584 and 1,166,602,1,352,258, respectively.   The number of stock options outstanding which met this anti-dilutive criterion for the three and sixnine months ended June 30,September 29, 2007 was 469,878.424,584 and 419,584, respectively.


 




Note F.  Restructuring Reserve and Plant Shutdowns

As a result of the Corporation's ongoing business simplification and cost reduction strategies, management made the decision in the third quarter of 2007 to close an office furniture facility, consolidate production into other manufacturing locations, close two distribution centers, and start up a new distribution center.  The Corporation expects that the closures and consolidations will be completed in the third quarter of 2008.are substantially completed.  The Corporation anticipates additional restructuring charges and transition costs of approximately $0.9$0.5 million.

The following is a summary of changes in restructuring accruals during the sixnine months ended June 28,September 27, 2008:

(In thousands)
 Severance  Facility Exit Costs & Other  Total  Severance  Facility Exit Costs & Other  Total 
Balance as of December 29, 2007 $3,858  $990  $4,848  $3,858  $990  $4,848 
Restructuring charges  71   2,776   2,847   101   4,243   4,344 
Cash payments  (3,399)  (3,654)  (7,053)  (3,549)  (4,363)  (7,912)
Balance as of June 28, 2008 $530  $112  $642 
Balance as of September 27, 2008 $410  $870  $1,280 


Note G.  Business Combinations

The Corporation completed the acquisition of Hickory Business Furniture, LLC ("HBF"), a leading provider of premium upholstered seating, textiles, wood tables and wood case goods for the office environment on March 29, 2008 for a purchase price of approximately $75 million.  The transaction was funded on March 31, 2008 with the proceeds of the Corporation's revolving credit facility.  The Corporation is in the process of finalizing the allocation of the purchase price, with valuations and determination of working capital adjustments to be completed.  There are approximately $65.5$44.2 million of intangiblesintangible assets other than goodwill associated with this acquisition.  Of these acquired intangible assets, the Corporation has categorized $26.9 million as indefinite-lived intangibles, $11.8was assigned to a trade name that is not subject to amortization.  The remaining $17.3 million as definite-lived intangibles and $26.8 million as goodwillhave estimated useful lives ranging from four to twenty years with amortization recorded based on a preliminary valuation.  These amounts will be reclassified, as necessary, based on final valuations.the projected cash flow associated with the respective intangible assets’ existing relationship.  There is approximately $21.5 million of goodwill associated with this acquisition assigned to the office furniture segment.


Note H.  Discontinued Operations

The Corporation completed the sale of a small non-core component of its office furniture segment during the second quarter of 2007.  Revenues and expenses associated with this component are presented as discontinued operations for the periods presented.










 
10 


Summarized financial information for discontinued operations is as follows:

 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
(In thousands) Jun. 28, 2008  Jun. 30, 2007  Jun. 28, 2008  Jun. 30, 2007  Sep. 27, 2008  Sep. 29, 2007  Sep. 27, 2008  Sep. 29, 2007 
Discontinued operations:                        
Operating income/(loss) before tax $-  $749  $-  $796  $-  $-  $-  $796 
Tax impact  -   265   -   282   -   -   -   (282)
Income/(loss) from discontinued operations, net of income tax $-  $484  $-  $514  $-  $-  $-  $514 


Note I. Goodwill and Other Intangible Assets

The table below summarizes amortizable definite-lived intangible assets as of June 28,September 27, 2008 and December 29, 2007, which are reflected in the "Other Assets" line item in the Corporation's condensed consolidated balance sheets:

(In thousands) Jun. 28, 2008  Dec. 29, 2007  Sep. 27, 2008  Dec. 29, 2007 
Patents $19,325  $18,780  $19,325  $18,780 
Customer relationships and other  114,554   101,320   120,045   101,320 
Less: accumulated amortization  50,688   45,833   53,807   45,833 
 $83,191  $74,267  $85,563  $74,267 

Aggregate amortization expense for the three and sixnine months ended June 28,September 27, 2008 and June 30,September 29, 2007 was $2.7$3.1 million and $4.9$8.0 million, and $2.3$2.4 million and $4.7$7.1 million, respectively.  Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the following five fiscal years is as follows:

(In millions) 2008  2009  2010  2011  2012  2008  2009  2010  2011  2012 
Amortization Expense $10.1  $9.3  $8.7  $7.5  $6.2  $10.8  $10.0  $9.3  $8.0  $6.7 

As events such as potential acquisitions, dispositions or impairments occur in the future, these amounts may change.

The Corporation also owns trademarks and trade names with a net carrying amount of $72.6 million.  The trademarks are deemed to have indefinite useful lives because they are expected to generate cash flows indefinitely.

The changes in the carrying amount of goodwill since December 29, 2007, are as follows by reporting segment:

(In thousands)
 
Office
Furniture
  
Hearth
Products
  Total  
Office
Furniture
  
Hearth
Products
  Total 
Balance as of December 29, 2007 $85,274  $171,560  $256,834  $85,274  $171,560  $256,834 
Goodwill increase (decrease) during period  26,851   (4,507)  22,344   21,508   (4,507)  17,001 
Balance as of June 28, 2008 $112,125  $167,053  $279,178 
Balance as of September 27, 2008 $106,782  $167,053  $273,835 


11 


In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets," the Corporation evaluates its goodwill for impairment on an annual basis based on values atduring the end of the thirdfourth quarter, or whenever indicators of impairment exist.  The Corporation has previously evaluated
  11


its goodwill for impairment and has determined that the fair value of the reporting units exceeds their carrying value so no impairment of goodwill was recognized in the quarter.  The increase in the office furniture segment goodwill relates to the HBF acquisition completed during the first quarter of 2008.  The decrease in the hearth products segment relates to final purchase price allocations for a previous acquisition and the sale of a few small distribution and service locations.


Note J.  Product Warranties

The Corporation issues certain warranty policies on its office furniture and hearth products that provide for repair or replacement of any covered product or component that fails during normal use because of a defect in design or workmanship.

A warranty reserve is determined by recording a specific reserve for known warranty issues and an additional reserve for unknown claims that are expected to be incurred based on historical claims experience.  Actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.  Activity associated with warranty obligations was as follows during the period:

 Six Months Ended  Nine Months Ended 
(In thousands) Jun. 28, 2008  Jun. 30, 2007  Sep. 27, 2008  Sep. 29, 2007 
Balance at beginning of period $12,123  $10,624  $12,123  $10,624 
Accrual assumed from acquisition  250       250   - 
Accruals for warranties issued during period  9,757   7,152   14,449   10,424 
Adjustments related to pre-existing warranties  927   (42)  1,190   - 
Settlements made during the period  (9,981)  (7,098)  (14,690)  (10,295)
Balance at end of period $13,076  $10,636  $13,322  $10,753 


Note K.  Postretirement Health Care

In accordance with the interim disclosure requirements of revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," the following table sets forth the components of net periodic benefit cost included in the Corporation's income statement for:

 Six Months Ended  Nine Months Ended 
(In thousands) Jun. 28, 2008  Jun. 30, 2007  Sep. 27, 2008  Sep. 29, 2007 
Service cost $198  $240  $297  $360 
Interest cost  481   533   722   800 
Expected return on plan assets  (179)  (120)  (268)  (180)
Amortization of transition obligation  254   291   381   436 
Amortization of prior service cost  -   115   -   173 
Amortization of (gain)/loss  -   7   -   10 
Net periodic benefit cost $754  $1,066  $1,132  $1,599 



 
12 


Note L.  Income Taxes

In the first quarter of fiscal 2008, the Corporation completed a detailed analysis and reconciliation of a fixed asset system conversion, and determined that net deferred income tax liabilities were

12 


understated by $0.6 million.  This understatement iswas primarily related to a deferred tax liability associated with computer software.  To correct this difference, the Corporation increased income tax expense in the first quarter of fiscal 2008 by $0.6 million.


Note M.  Derivative Financial Instruments

The Corporation uses derivative financial instruments, to reduce its exposure to adverse fluctuations in interest rates.  In accordance with Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," on the date a derivative is entered into, the Corporation designates the derivative as (i) a fair value hedge, (ii) a cash flow hedge, (iii) a hedge of a net investment in a foreign operation, or (iv) a risk management instrument not eligible for hedge accounting.  The Corporation recognizes all derivatives on theits consolidated balance sheet at fair value.

In June 2008, the Corporation entered into an interest rate swap agreement, designated as a cash flow hedge, for purposes of managing its benchmark interest rate fluctuation risk.  Under the interest rate swap agreement, the Corporation pays a fixed rate of interest and receives a variable rate of interest equal to the one-month London Interbank Offered Rate ("LIBOR") as determined on the last day of each monthly settlement period on an aggregated notional principal amount of $50 million.  The net amount paid or received upon monthly settlements is recorded as an adjustment to interest expense, while the change in fair value is recorded as a component of accumulated other comprehensive income in the equity section of the Corporation’s consolidated balance sheet.  The interest rate swap agreement matures on May 27, 2011.

The aggregate fair market value of the interest rate swap as of June 28,September 27, 2008 was a liability of $0.2$0.6 million, of which $0.1 million is included in current liabilities and $0.1$0.5 million is included in long-term liabilities in the Corporation's consolidated balance sheet as of June 28,September 27, 2008.  For the threenine month period ended June 28,September 27, 2008, the Corporation recognized an aggregate net loss related to the agreement of $227,000$621,000 of which $15,000$49,000 was recorded as interest expense and $212,000$572,000 pre-tax was recorded in other comprehensive income.


Note N.  Commitments and Contingencies

The Corporation utilizes letters of credit in the amount of $25.4$24.2 million to back certain financing instruments, insurance policies and payment obligations.  The letters of credit reflect fair value as a condition of their underlying purpose and are subject to competitively determined fees.

The Corporation has contingent liabilities, which have arisen in the course of its business, including pending litigation, environmental remediation, taxes, and other claims.  It is the Corporation's opinion, after consultation with legal counsel, that additional liabilities, if any, resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, although such matters could have a material effect on the Corporation's quarterly or annual operating results and cash flows when resolved in a future period.







 
13 



Note O.  New Accounting Standards

TheOn December 30, 2007, the beginning of its 2008 fiscal year, the Corporation partially adopted SFAS No. 157 "Fair Value Measurements" ("SFAS No. 157") which provides enhanced guidance for using fair value to measure assets and liabilities on December 30, 2007, the beginning of its 2008 fiscal year.liabilities.  The standard also expands the amount of required disclosure regarding the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings.  The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.  The Corporation has not applied the provisions of SFAS No. 157 to goodwill and intangibles in accordance with Financial Accounting Standards Board Staff Position 157-2.  The Corporation will adopt this new standard on January 4, 2009, the beginning of its 2009 fiscal year.  The Corporation does not expect the adoption to have a material impact on its financial statements.

For recognition purposes, on a recurring basis the Corporation is required to measure at fair value its marketable securities, which are classified as available-for-sale, and its investment in target funds.  The marketable securities were comprised of investments in money market funds.  They are reported as noncurrent assets as they are not anticipated to be used for current operations.  The target funds are reported as both current and noncurrent assets based on the portion that is anticipated to be used for current operations.

Assets measured at fair value during the sixnine months ended June 28,September 27, 2008 were as follows:

(in thousands)
 
 
Fair value as of measurement date
  
Quoted prices in active markets for identical assets
(Level 1)
  
Significant other observable inputs
(Level 2)
  
Significant unobservable inputs
(Level 3)
  
 
Fair value as of measurement date
  
Quoted prices in active markets for identical assets
(Level 1)
  
Significant other observable inputs
(Level 2)
  
Significant unobservable inputs
(Level 3)
 
Marketable securities $4,754  $4,754  $-  $-  $4,487  $4,487  $-  $- 
Investment in target funds $33,113  $-  $33,113  $-  $33,168  $-  $33,168  $- 


TheOn December 30, 2007, the beginning of its 2008 fiscal year, the Corporation adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159") which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value on December 30, 2007, the beginning of its 2008 fiscal year.value.  The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The Corporation’s adoption of this Statement did not have a material impact on its financial statements.

In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141(Revised), "Business Combinations" ("SFAS No. 141(R)"), replacing SFAS No. 141, "Business Combinations" and SFAS No. 160, "Noncontrolling Interests in Consolidation Financial Statements – An Amendment of ARB No. 51" ("SFAS No. 160").  SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141, broadens its scope by applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, and requires, among other things, that assets acquired and

14 


liabilities assumed be measured at fair value as of the acquisition date, that liabilities related to contingent considerations be recognized at the acquisition date and remeasured at fair value in each subsequent reporting period, that acquisition-related costs be expensed as incurred, and that
14 


income be recognized if the fair value of the net assets acquired exceeds the fair value of the consideration transferred.  SFAS No. 160 establishes accounting and reporting standards for noncontrolling interests (i.e., minority interests) in a subsidiary, including changes in a parent's ownership interest in a subsidiary and requires among other things, that noncontrolling interests in subsidiaries be classified as a separate component of equity.  Except for the presentation and disclosure requirements of SFAS No. 160, which are to be applied retrospectively for all periods presented, SFAS No. 141(R) and SFAS No. 160 are to be applied prospectively in financial statements issued for fiscal years beginning after December 15, 2008.  The Corporation does not anticipate any material impact to its financial statements from the adoption of SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133."  SFAS 161 expands disclosures for derivative instruments by requiring entities to disclose the fair value of derivative instruments and their gains or losses in tabular format.  SFAS 161 also requires disclosure of information about credit risk-related contingent features in derivative agreements, counterparty credit risk, and strategies, and objectives for using derivative instruments.  SFAS 161 will become effective for fiscal years beginning after November 15, 2008.  The Corporation will adopt this new accounting standard on January 4, 2009, the beginning of its fiscal year.  The Corporation does not expect the adoption to have a material impact on its financial statements.


Note P.  Business Segment Information

Management views the Corporation as operating in two business segments: office furniture and hearth products with the former being the principal business segment.

The office furniture segment manufactures and markets a broad line of metal and wood commercial and home office furniture which includes file cabinets, desks, credenzas, chairs, storage cabinets, tables, bookcases, freestanding office partitions and panel systems, and other related products.  The hearth products segment manufactures and markets a broad line of manufactured gas-, pellet-, and wood-burning fireplaces and stoves, fireplace inserts, and chimney systems principally for the home.

For purposes of segment reporting, intercompany sales transfers between segments are not material and operating profit is income before income taxes exclusive of certain unallocated corporate expenses.  These unallocated corporate expenses include the net cost of the Corporation's corporate operations, interest income, and interest expense.  The decrease in unallocated corporate expenses for the nine-month period ended September 27, 2008 compared to the same period in the prior year is due to decreased interest expense and group medical and incentive compensation costs.costs as well as cost containment initiatives.  Management views interest income and expense as corporate financing costs rather than a business segment cost.  In addition, management applies one effective tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis.

The Corporation's primary market and capital investments are concentrated in the United States.







 
15 


Reportable segment data reconciled to the consolidated financial statements for the three and sixnine month periods ended June 28,September 27, 2008, and June 30,September 29, 2007, is as follows:
 
 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
(In thousands) Jun. 28, 2008  
Jun. 30,
2007
  
Jun. 28,
2008
  
Jun. 30,
2007
  Sep. 27, 2008  
Sep. 29,
2007
  
Sep. 27,
2008
  
Sep. 29,
2007
 
Net Sales:                        
Office Furniture $514,521  $503,587  $980,546  $1,001,438  $560,661  $558,787  $1,541,207  $1,560,225 
Hearth Products  98,593   114,573   195,951   225,922   102,480   115,841   298,431   341,763 
 $613,114  $618,160  $1,176,497  $1,227,360  $663,141  $674,628  $1,839,638  $1,901,988 
                                
Operating Profit:                                
Office furniture (1)                                
Operations before restructuring charges $32,194  $45,317  $51,744  $84,243  $40,583  $62,366  $92,327  $146,609 
Restructuring and impairment charges  (2,072)  (728)  (2,871)  (592)  (1,072)  (4,264)  (3,943)  (4,856)
Office furniture – net  30,122   44,589   48,873   83,651   39,511   58,102   88,384   141,753 
Hearth products                                
Operations before restructuring charges  1,542   9,723   (1,305)  17,444   4,148   8,650   2,843   26,094 
Restructuring and impairment charges  43   -   24   -   (425)  -   (401)  - 
Hearth products – net  1,585   9,723   (1,281)  17,444   3,723   8,650   2,442   26,094 
Total operating profit  31,707   54,312   47,592   101,095   43,234   66,752   90,826   167,847 
Unallocated corporate expense  (11,140)  (13,502)  (19,918)  (28,255)  (13,644)  (12,068)  (33,562)  (40,323)
Income before income taxes $20,567  $40,810  $27,674  $72,840  $29,590  $54,684  $57,264  $127,524 
                                
Depreciation & Amortization Expense:                                
Office furniture $12,571  $11,923  $24,647  $24,277  $12,936  $12,131  $37,583  $36,408 
Hearth products  3,848   3,529   7,694   7,217   3,785   3,829   11,479   11,046 
General corporate  1,125   1,096   2,224   2,236   1,121   1,106   3,345   3,342 
 $17,544  $16,548  $34,565  $33,730  $17,842  $17,066  $52,407  $50,796 
                                
Capital Expenditures:                                
Office furniture $15,936  $11,268  $29,848  $22,093  $15,125  $11,396  $44,973  $33,489 
Hearth products  2,343   4,172   5,187   6,379   3,163   913   8,350   7,292 
General corporate  36   383   904   676   363   290   1,267   966 
 $18,315  $15,823  $35,939  $29,148  $18,651  $12,599  $54,590  $41,747 
                                
         
As of
Jun. 28,
2008
  
As of
Jun. 30,
2007
          
As of
Sep. 27, 2008
  
As of
Sep. 29,
2007
 
Identifiable Assets:                                
Office furniture         $801,532  $734,835          $828,095  $745,025 
Hearth products          333,406   361,431           340,467   355,845 
General corporate          108,905   106,357           107,638   111,309 
         $1,243,843  $1,202,623          $1,276,200  $1,212,179 
(1)  Includes minority interest.







16 


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

Overview

The Corporation has two reportable core operating segments:  office furniture and hearth products.  The Corporation is the second largest office furniture manufacturer in the world and the nation's leading manufacturer and marketer of gas- and wood-burning fireplaces.  The Corporation utilizes its split and focus, decentralized business model to deliver value to its customers with its various brands and selling models.  The Corporation is focused on growing its existing businesses while seeking out and developing new opportunities for growth.

Net sales for the secondthird quarter of fiscal 2008 decreased 0.81.7 percent to $613.1$663.1 million.  The decrease was driven by a decline in the new construction channel of the hearth products business and weakness in the supplies-driven channel of the office furniture business.  Gross margins for the quarter decreased from prior year levels due primarily to decreased volume and increased material costs and accelerated depreciation and transition costs related to consolidation of office furniture facilities.offset partially by increased price realization.  Selling and administrative expenses increased due to higher non-volume related freight and distribution costs increased restructuring and transition costs associated with the facility consolidation and costs associated with new acquisitions.impact of non-operating gains on prior year results.


Critical Accounting Policies

The preparation of the financial statements requires the Corporation to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  The Corporation continually evaluates its accounting policies and estimates.  The Corporation bases its estimates on historical experience and on a variety of other assumptions believed by management to be reasonable in order to make judgments about the carrying value of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  A summary of the more significant accounting policies that require the use of estimates and judgments in preparing the financial statements is provided in the Corporation's Annual Report on Form 10-K for the year ended December 29, 2007.  During the first sixnine months of fiscal 2008, there were no material changes in the accounting policies and assumptions previously disclosed, except for the Corporation's adoption of SFAS No. 157 and the derivative financial instrument activity as described in Note M.

New Accounting Standards

TheOn December 30, 2007, the beginning of its 2008 fiscal year, the Corporation partially adopted SFAS No. 157 "Fair Value Measurements" which provides enhanced guidance for using fair value to measure assets and liabilities on December 30, 2007, the beginning of its 2008 fiscal year.liabilities.  The standard also expands the amount of disclosure regarding the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings.  The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.  The Corporation has not applied the provisions of SFAS No. 157 to goodwill and intangibles in accordance with FASB Staff Position 157-2.  The Corporation will adopt this new standard on January 4, 2009, the beginning of its 2009 fiscal year.  The Corporation does not expect the adoption to have a material impact on its financial statements.

 
17 


The
On December 30, 2007, the beginning of its 2008 fiscal year, the Corporation adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159") which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value on December 30, 2007, the beginning of its 2008 fiscal year.value.  The objective of SFAS 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The Corporation’s adoption of this Statement did not have a material impact on its financial statements.

In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141(Revised), "Business Combinations" ("SFAS No. 141(R)"), replacing SFAS No. 141, "Business Combinations" and SFAS No. 160, "Noncontrolling Interests in Consolidation Financial Statements – An Amendment of ARB No. 51" ("SFAS No. 160").  SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141, broadens its scope by applying the acquisition method to all transactions and other events in which one entity obtains control over one or more other businesses, and requires, among other things, that assets acquired and liabilities assumed be measured at fair value as of the acquisition date, that liabilities related to contingent considerations be recognized at the acquisition date and remeasured at fair value in each subsequent reporting period, that acquisition-related costs be expensed as incurred, and that income be recognized if the fair value of the net assets acquired exceeds the fair value of the consideration transferred.  SFAS No. 160 establishes accounting and reporting standards for noncontrolling interests (i.e., minority interests) in a subsidiary, including changes in a parent's ownership interest in a subsidiary and requires among other things, that noncontrolling interests in subsidiaries be classified as a separate component of equity.  Except for the presentation and disclosure requirements of SFAS No. 160, which are to be applied retrospectively for all periods presented, SFAS No. 141(R) and SFAS No. 160 are to be applied prospectively in financial statements issued for fiscal years beginning after December 15, 2008.  The Corporation does not anticipate any material impact to its financial statements from the adoption of SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133."  SFAS 161 expands disclosures for derivative instruments by requiring entities to disclose the fair value of derivative instruments and their gains or losses in tabular format.  SFAS 161 also requires disclosure of information about credit risk-related contingent features in derivative agreements, counterparty credit risk, and strategies, and objectives for using derivative instruments.  SFAS 161 will become effective for fiscal years beginning after November 15, 2008.  The Corporation will adopt this new accounting standard on January 4, 2009, the beginning of its fiscal year.  The Corporation does not expect the adoption to have a material impact on its financial statements.













 
18

Results of Operations

The following table presents certain key highlights from the results of operations for the periods indicated:
 Three Months Ended  Six Months Ended  Three Months Ended  Nine Months Ended 
(In thousands)
 
Jun. 28,
2008
  
Jun. 30,
2007
  
Percent
Change
  
Jun. 28,
2008
  
Jun. 30,
2007
  
Percent
Change
  
Sep. 27,
2008
  
Sep. 29,
2007
  
Percent
Change
  
Sep. 27,
2008
  Sep. 29, 2007  
Percent
Change
 
Net sales $613,114  $618,160   -0.8% $1,176,497  $1,227,360   -4.1% $663,141  $674,628   -1.7% $1,839,638  $1,901,988   -3.3%
Cost of sales  403,671   402,523   0.3   783,016   805,023   -2.7   438,423   434,385   0.9   1,221,439   1,239,408   -1.4 
Gross profit  209,443   215,637   -2.9   393,481   422,337   -6.8   224,718   240,243   -6.5   618,199   662,580   -6.7 
Selling & administrative expenses  182,673   169,559   7.7   355,228   340,373   4.4   189,577   176,904   7.2   544,805   517,277   5.3 
Restructuring & impairment charges  2,029   728   178.7   2,847   592   380.9   1,497   4,264   -64.9   4,344   4,856   -10.5 
Operating income  24,741   45,350   -45.4   35,406   81,372   -56.5   33,644   59,075   -43.0   69,050   140,447   -50.8 
Interest expense, net  4,184   4,578   -8.6   7,598   8,614   -11.8   4,037   4,489   -10.1   11,635   13,103   -11.2 
Earnings from continuing operations
before income taxes and minority interest
    20,557     40,772     -49.6     27,808     72,758     -61.8     29,607     54,586     -45.8     57,415     127,344     -54.9 
Income taxes  7,095   14,404   -50.7   10,275   25,767   -60.1   10,107   19,342   -47.7   20,382   45,109   -54.8 
Minority interest in earnings of a subsidiary  (7)  (25)  -72.0   87   (53)  -264.2   11   (63)  -117.5   98   (116)  -184.5 
Income from continuing operations $13,469  $26,393   -49.0  $17,446  $47,044   -62.9  $19,489  $35,307   -44.8% $36,935  $82,351   -55.1%

Consolidated net sales for the secondthird quarter decreased 0.81.7 percent or $5.0$11.5 million compared to the same quarter last year.  Acquisitions contributed $36.5$30.9 million or 5.94.6 percentage points of sales.  Organic sales growth was down due primarily to the decline in the new construction channel of the hearth products business and weakness in the supplies-driven channel of the office furniture business.

Gross margins for the secondthird quarter decreased to 34.233.9 percent compared to 34.935.6 percent for the same quarter last year.  The reduction in gross margin was due to decreased volume and increased material costs as well as accelerated depreciation and transition costs related to the consolidation of office furniture facilities.offset partially by increased price realization.

Total selling and administrative expenses, including restructuring charges, as a percent of sales increased to 30.128.8 percent compared to 27.526.9 percent for the same quarter last year.  The increase was driven by higher freight and distribution costs increased investment in product development and selling initiatives,the impact of $5 million of non-operating gains on prior years' results.  These were partially offset by lower volume-related spending, incentive-based compensation, and increased restructuring and transition costs associated with facility consolidation.as well as cost containment initiatives.

The Corporation continued its plan of a facility shutdown, a facility ramp-up, closure of two distribution centers and consolidation and start-up of a new distribution center that was announced in 2007.  SecondThird quarter 2008 included $3.6$1.5 million of restructuring charges and transition costs in connection with this project.  These included $0.1project compared to $4.3 million of accelerated depreciation and $1.5 million of other transition costs recorded in cost of sales, and $2.0 million of costs recorded as restructuring costs.the prior year quarter.

Income from continuing operations decreased 49.044.8 percent and income from continuing operations per diluted share decreased 46.442.1 percent compared to the same quarter in 2007.  Interest expense decreased $0.4$0.6 million during the quarter due to lower average interest rates partially offset by increased borrowings.  Income from continuing operations per share was positively impacted $0.01$0.02 per share as a result of the Corporation's share repurchase program.


 
19 


The effective tax rate for secondthird quarter fiscal 2008 was 34.534.1 percent compared to 35.335.4 percent in secondthird quarter 2007 due to a reduction in state taxes.  The Corporation anticipates the annualized tax rate for fiscal 2008 to be approximately 35.7 percent.33.4 percent due to the reinstatement of the research tax credit in fourth quarter fiscal 2008.

For the first sixnine months of fiscal 2008, consolidated net sales decreased $50.9$62.4 million, or 4.13.3 percent, to $1.18$1.8 billion compared to $1.23$1.9 billion in the same period of fiscal 2007.  Acquisitions added $56.7$87.6 million or 4.6 percentage points of sales.  Gross margins decreased to 33.433.6 percent compared to 34.434.8 percent for the same period last year.  Income from continuing operations was $17.4$36.9 million for the first nine months of fiscal 2008 compared to $47.0$82.4 million in the same period of fiscal 2007, a decrease of 62.955.1 percent.  Earnings per share from continuing operations decreased 60.652.3 percent to $0.39$0.83 per diluted share compared to $0.99$1.74 per diluted share for the same period last year.  Earnings per share waswere positively impacted $0.02$0.05 as a result of the Corporation's share repurchase program.

Office Furniture

SecondThird quarter sales for the office furniture segment increased 2.20.3 percent or $10.9$1.9 million to $514.5$560.7 million from $503.6$558.8 million for the same quarter last year due to acquisitions contributing $21.5$17.8 million or 4.33.2 percentage points of sales.  Organic sales decreased due to lower sales in the supplies-driven channel.  Operating profit prior to unallocated corporate expenses decreased $14.5$18.6 million to $30.1$39.5 million as a result of lower organic volume, increased non-volume related freight primarily due to higher fuel costs restructuring and transition costs related to a plant shutdown, a plant ramp-up, closure of two distribution centers and start-up of a new distribution center, and increased investments in selling initiatives and product development.development offset partially by lower restructuring costs, price increases, lower incentive-based compensation expense and cost reduction initiatives.

Net sales for the first sixnine months of fiscal 2008 decreased 2.11.2 percent or $20.9$19.0 million to $980.5 million$1.5 billion compared to $1,001.4 million$1.6 billion in the same period of fiscal 2007.  Operating profit decreased 41.637.6 percent or $34.8$53.4 million to $48.9$88.4 million.

Hearth Products

SecondThird quarter net sales for the hearth products segment decreased 13.911.5 percent or $16.0$13.4 million to $98.6$102.5 million from $114.6$115.8 million for the same quarter last year.  The Corporation's acquisition completed during 2007 contributed $15.0$13.1 million or 13.111.3 percentage points.  Excluding acquisitions, sales declined 27.022.8 percent driven by a 36.535.7 percent decrease in new construction channel revenue.  The Corporation continued to be negatively impacted by housing market conditions.  The hearth products segment did experience strong demand for alternative fuel/biomass products during the quarter driven by high energy costs.  Operating profit prior to unallocated corporate expenses decreased $8.1$4.9 million to $1.6$3.7 million due to lower volume and a larger mix of lower margin remodel/retrofit business.

Net sales for the first sixnine months of fiscal 2008 decreased 13.312.7 percent or $30.0$43.3 million to $196.0$298.4 million compared to $225.9$341.8 million in the same period of fiscal 2007.  Operating profit decreased $18.7$23.7 million to a $1.3 million loss.$2.4 million.


20 


Liquidity and Capital Resources

As of June 28,September 27, 2008, cash and short-term investments were $32.7$36.8 million compared to $43.8 million at year-end 2007.2007 fiscal year-end.  Cash flow from operations for the first sixnine months of fiscal 2008 was $60.2$104.6 million compared to $95.7$178.3 million in fiscal 2007 due to lower net income and the timing ofless favorable working capital requirements.reductions in the current year.  Cash flow and working capital management continue to be a major focus of management to ensure themanagement.  The Corporation is poised for growth.  The Corporation
20 


believes it has sufficient liquidity to manage its operations and as of June 28,September 27, 2008 maintained additional borrowing capacity of $62$126 million, net of amounts designated for letters of credit, through a $300 million revolving bank credit agreement.  On June 30, 2008 the Corporation increased its borrowing capacity by entering into a $50 million three-year term loan as further described in its Current Report on Form 8-K filed on July 7, 2008.

Capital expenditures for the first sixnine months of fiscal 2008 were $35.9$54.6 million compared to $29.1$41.7 million in the same period of fiscal 2007 and were primarily for tooling and equipment for new products and facility consolidation and renovation.  For the full year 2008, capital expenditures are expected to be $65 toapproximately $70 million due to new product development and related tooling and other infrastructure efficiencies.

The Corporation completed the acquisition of HBF during the first quarter ended March 29, 2008 for a purchase price of approximately $75.3$75 million, however, the funding of the transaction did not occur until March 31, 2008.  During the first sixnine months of fiscal 2008, net borrowings under the Corporation's revolving credit facility increased $85$22 million and the Corporation entered into a $50 million three-year team loan to fund the acquisition and capital expenditures and share repurchase.expenditures.  As of June 28,September 27, 2008, $213$150 million of the revolving credit facility was outstanding with $23$30 million classified as short-term as the Corporation expects to repay that portion of the borrowings within the next twelve months.

The Corporation's Board of Directors (the "Board") declared a regular quarterly cash dividend of $0.215 per share on the Corporation's common stock on May 6,August 5, 2008, to shareholders of record at the close of business on May 16,August 15, 2008.  It was paid on May 30,August 29, 2008.  This was the 213214th consecutive quarterly dividend paid by the Corporation.

For the sixnine months ended June 28,September 27, 2008, the Corporation repurchased 1,004,700 shares of its common stock at a cost of approximately $28.6 million, or an average price of $28.42 per share.  As of June 28,September 27, 2008, approximately $163.6 million of the Board's current repurchase authorization remained unspent.

Off-Balance Sheet Arrangements

The Corporation does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Corporation's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

Contractual obligations associated with ongoing business and financing activities will result in cash payments in future periods.  A table summarizing the amounts and estimated timing of these future cash payments was provided in the Corporation's Annual Report on Form 10-K for the year ended December 29, 2007.  During the first sixnine months of fiscal 2008 there were no material changes outside the ordinary course of business in the Corporation's contractual obligations or the estimated timing of the future cash payments.

21 


Commitments and Contingencies

The Corporation is involved in various kinds of disputes and legal proceedings that have arisen in the course of its business, including pending litigation, environmental remediation, taxes and other claims.  It is the Corporation's opinion, after consultation with legal counsel, that additional liabilities, if any, resulting from these matters are not expected to have a material adverse effect

21 


on the Corporation's financial condition, although such matters could have a material effect on the Corporation's quarterly or annual operating results and cash flows when resolved in a future period.

Looking Ahead

Management expects the economyweak and deteriorating economic environment to continue to be difficult.  Weakness innegatively impact the office furniture segment for the remainder of 2008.  The supplies-driven channel of the office furniture businesssegment is expected to continue.experience substantial weakness.  Management also anticipates that the project portion of the office furniture business will soften some with the economy as organizations reduce or defer capital spending.  The Corporation expects to continue its investment in growth opportunities and position for the market recovery by enhancing its selling capabilities and launching a significant number of new products.  The Corporation will work to offset the market softness and risinghigh fuel and material costs by implementing price increases, eliminating waste, attacking structural cost and streamlining its businesses.

TheManagement anticipates a mixed demand environment in the hearth products business continues to be negatively impactedsegment with continued declines in the new home construction channel offset by housing market conditions.  The timing of any housing market recovery remains uncertain.  Despite strong sales of its alternative fuels appliances, which are driven by high energy costs, sales and profitability will be challenged throughproducts during the fourth quarter of 2008.  The Corporation willexpects to continue to tightly managemanaging its costs and improveimproving its competitive position.

The Corporation continues to focus on creating long-term shareholder value by growing its businesses through investment in building brands, product solutions, and selling models, enhancing its strong member-owner culture and remaining focused on its long-standing continuous improvement programs to build best total cost and a lean enterprise.

Forward-Looking Statements

Statements in this report that are not strictly historical, including statements as to plans, outlook, objectives, and future financial performance, are "forward-looking" statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Words, such as "anticipate," "believe," "could," "confident," "estimate," "expect," "forecast," "hope," "intend," "likely," "may," "plan," "possible," "potential," "predict," "project," "should," "will," and variations of such words, and similar expressions identify forward-looking statements.  Forward-looking statements involve known and unknown risks, which may cause the Corporation's actual results in the future to differ materially from expected results.   These risks include, without limitation:  the Corporation's ability to realize financial benefits from its (a) price increases, (b) cost containment and business simplification initiatives for the entire Corporation, (c) investments in strategic acquisitions, new products and brand building, (d) investments in distribution and rapid continuous improvement, (e) repurchases of common stock, (f) ability to maintain its effective tax rate, and (g) consolidation and logistical realignment initiatives; uncertainty related to the availability of cash to fund operations and future growth; lower than expected demand for the Corporation's products due to uncertain political and economic conditions, including, with respect to the Corporation's hearth products, the protracted decline in the housing market; lower industry growth than expected; major disruptions at our key facilities or in the supply of any key

22 


raw materials, components or finished goods; uncertainty related to disruptions of business by terrorism, military action, acts of God or other Force Majeure events; competitive pricing pressure from foreign and domestic competitors; higher than expected costs and lower than expected supplies of materials (including steel and petroleum based materials); higher than expected costs for energy and fuel; changes in the mix of products

22 


sold and of customers purchasing; restrictions imposed by the terms of the Corporation's revolving credit facility, term loan credit agreement and note purchase agreement; currency fluctuations and other factors described in the Corporation's annual and quarterly reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q.  The Corporation undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

As of June 28,September 27, 2008, there were no material changes to the financial market risks that affect the quantitative and qualitative disclosures presented in Item 7A of the Corporation's Annual Report on Form 10-K for the year ended December 29, 2007.


Item 4.  Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act"), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to management, including the chief executive officer and acting chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, the chief executive officer and acting chief financial officer of the Corporation carried out an evaluation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rules 13a – 15(b)15(e) and 15d – 15(b)15(e).   As of June 28,September 27, 2008, and, based on this evaluation, the chief executive officer and acting chief financial officer hashave concluded that these disclosure controls and procedures are effective.

Furthermore, there have been no changes in the Corporation's internal control over financial reporting during the fiscal quarter covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.





23 


PART II.     OTHER INFORMATION


Item 1.  Legal Proceedings

There are no new legal proceedings or material developments to report other than ordinary routine litigation incidental to the business.


Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the "Risk Factors" section of the Corporation's Annual Report on Form 10-K for the year ended December 29, 2007  and the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 except for the itemsitem listed below.

Restrictions imposed by the termsDisruptions in financial markets may adversely impact availability and cost of credit and business and consumer spending patterns.

As noted in other risks identified above, our new term loan credit agreement may limitability to make scheduled payments or to refinance debt obligations will depend on our operating and financial flexibility.performance, which in turn is subject to prevailing economic conditions and to financial, business and other factors beyond our control.  Despite the current subprime mortgage crisis and disruptions in the financial markets, including the bankruptcy or restructuring of certain financial institutions, we believe the lenders participating in our revolving credit facility will be willing and able to provide financing in accordance with their contractual obligations.  However, the current economic environment may adversely impact the availability and cost of credit in the future.

Our new term loan credit agreement, dated as of June 30, 2008, pursuant to which we borrowed $50 millionDisruptions in the formfinancial markets may have an adverse effect on the U.S. and world economy, which could negatively impact business and consumer spending patterns.  Current tightening of a term loan, limits ourcredit in financial markets also adversely affects the ability of customers and suppliers to financeobtain financing for significant purchases and operations service debt or engage in other business activities that may be in our interest.  Among other restrictions, the new term loan credit agreement restricts our ability to incur additional indebtedness, create or incur certain liens with respect to any of our properties or assets, engage in lines of business substantially different than those currently conducted by us, sell, lease, license, or dispose of any of our assets, enter into certain transactions with affiliates, make certain restricted payments or take certain restricted actions, and enter into certain sale-leaseback arrangements.  The new term loan credit agreement also requires us to maintain certain financial covenants.

Our failure to comply with the obligations under the new term loan credit agreement may result in an event of default, which, if not cured or waived, may permit acceleration of the indebtedness under the term loan credit agreement and could result in a cross-default underdecrease in or cancellation of orders for our existing credit facilityproducts.  There is no assurance that government responses to the disruptions in the financial markets will restore business and note purchase agreement.  We cannot be certain that we will have sufficient funds available to pay any accelerated indebtednessconsumer confidence, stabilize the markets or that we will haveincrease liquidity and the ability to refinance accelerated indebtedness on terms favorable to us or at all.availability of credit.



Our relationship with the U.S. government and various state and local governments is subject to uncertain future funding levels and federal, state and local procurement laws and is governed by restrictive contract terms; any of these factors could limit current or future business.

We derive a significant portion of our revenue from sales to various U.S. federal, state, and local government agencies and departments.  Our ability to compete successfully for and retain business with the U.S. government, as well as with state and local governments, is highly dependent on cost-effective performance.  Our government business is highly sensitive to changes in procurement laws, national, international, state, and local public priorities and budgets at all levels of government.

Our contracts with these government entities are subject to various statutes and regulations that apply to companies doing business with the government.  The U.S. government as well as state and local governments can typically terminate or modify their contracts with us either for their convenience or if we default by failing to perform under the terms of the applicable contract.  A








24


termination arising out of our default could expose us to liability and impede our ability to compete in the future for contracts and orders with agencies and departments at all levels of government.  Moreover, we are subject to investigation and audit for compliance with the requirements governing government contracts, including requirements related to procurement integrity, export controls, employment practices, the accuracy of records and reporting of costs.  If we were found to have committed fraud or certain criminal offenses, we could be suspended or debarred from all further federal, state or local government contracting.


Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following is a summary of share repurchase activity during the secondthird quarter ended June 28,September 27, 2008.

 
 
 
 
 
Period
 
 
 
(a) Total Number of Shares (or Units) Purchased (1)
  
 
(b) Average
price Paid
per Share (or
Unit)
  
(c) Total Number of Shares
(or Units)
Purchased as
Part of
Publicly Announced
Plans or Programs
  
   (d) Maximum
     Number (or
    Approximate
  Dollar Value) of
  Shares (or Units)
  that May Yet Be
 Purchased Under the
 Plans or Programs
 
3/30/08 – 4/26/08  300,000  $21.59   300,000   $163,612,128 
4/27/08 – 5/24/08  -  $-   -   $163,612,128 
5/25/08 – 6/28/08  -  $-   -   $163,612,128 
 
Total
  300,000       300,000     
Period (a) Total Number of Shares (or Units) Purchased (1)  (b) Average price Paid per Share or Unit  (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs  (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 
6/29/08 – 7/26/08  -  $-   -  $163,612,128 
7/27/08 – 8/23/08  -  $-   -  $163,612,128 
8/24/08 – 9/27/08  -  $-   -  $163,612,128 
Total  -       -     
(1)  No shares were purchased outside of a publicly announced plan or program.

The Corporation repurchases shares under previously announced plans authorized by the Board as follows:
·Plan announced November 9, 2007, providing share repurchase authorization of $200,000,000 with no specific expiration date.
·No repurchase plans expired or were terminated during the secondthird quarter of fiscal 2008, nor do any plans exist under which the Corporation does not intend to make further purchases.












25 


Item 4.     Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of HNI Corporation was held on May 6, 2008, to elect four Directors to the Board and ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for the fiscal year ended January 3, 2009.  As of March 3, 2008, the record date for the meeting, there were 44,504,669 shares of the Corporation's common stock issued and outstanding and entitled to vote at the meeting.  The first proposal voted upon was the election of four Directors for a term of three years or until their successors are elected and qualify.  The four persons nominated by the Board received the following votes and were elected.

Three-Year Term:For   Against
Miguel M. Calado
34,569,824
  or 96.78% 
1,148,211
or 3.22% 
Cheryl A. Francis
34,924,663
or 97.77%
793,372
or 2.23% 
Larry B. Porcellato
34,654,188
or 97.02%
1,063,847
or 2.98% 
Brian E. Stern
34,906,800
or 97.72% 
811,235
or 2.28% 

Other Directors whose term of office as a Director continued after the meeting are:  Stan A. Askren, Mary H. Bell, Gary M. Christensen, John A. Halbrook, James R. Jenkins, Dennis J. Martin, Joseph E. Scalzo, Abbie J. Smith, and Ronald V. Waters, III.

The second proposal voted upon was the ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Corporation's independent registered public accountant for the fiscal year ended January 3, 2009.  The proposal was approved with 35,223,925 votes, or 79.15% of the outstanding shares voting for; 185,646 votes or 0.42% of the outstanding shares voting against; and 306,464 votes, or 0.69% of the outstanding shares abstaining.



Item 6.     Exhibits

See Exhibit Index.


26 25 



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.
 
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 HNI Corporation 
    
Dated:  July 30,October 29, 2008By:/s/ StanKurt A. AskrenTjaden 
  StanKurt A. AskrenTjaden 
  Chairman,Vice President and Chief ExecutiveFinancial Officer and 
   Acting Chief Financial Officer 

27 26


EXHIBIT INDEX

10.1
EXHIBIT INDEXForm of HNI Corporation 2007 Stock-Based Compensation Plan Stock Option Award Agreement.
 
(10.1)10.2
Fourth Amendment to Credit Agreement dated asForm of June 20, 2008, by and amongExercise of Stock Option Granted Under the HNI Corporation as borrower, certain domestic subsidiaries of HNI Corporation, as Guarantors, certain lenders party thereto and Wachovia Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed July 7, 2008Stock-Based Compensation Plan.
 
(31.1)10.3
31.1
Certification of the CEO andPursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
(32.1)32.1

 
 
28

 
27