FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from to
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Commission file number I-91
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Furniture Brands International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-0337683
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 South Hanley Road, St. Louis, Missouri 63105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-1100
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
50,592,530 Shares as of October 31, 2001
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Financial Statements for the quarter ended September 30, 2001.
Consolidated Balance Sheets
Consolidated Statements of Operations:
Three Months Ended September 30, 2001
Three Months Ended September 30, 2000
Nine Months Ended September 30, 2001
Nine Months Ended September 30, 2000
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 2001
Nine Months Ended September 30, 2000
Notes to Consolidated Financial Statements
The financial statements are unaudited, but include all adjustments (consisting
of normal recurring adjustments) which the management of the Company considers
necessary for a fair presentation of the results of the period. The results for
the three months and nine months ended September 30, 2001 are not necessarily
indicative of the results to be expected for the full year.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
2001 2000
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ASSETS
Current assets:
Cash and cash equivalents....................... $ 19,399 $ 14,606
Receivables, less allowances of $22,834
($23,075 at December 31, 2000)................ 313,906 351,804
Inventories...(Note 1).......................... 278,766 294,454
Prepaid expenses and other current assets....... 28,752 30,717
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Total current assets.......................... 640,823 691,581
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Property, plant and equipment..................... 576,701 590,342
Less accumulated depreciation................... 315,467 287,107
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Net property, plant and equipment............. 261,234 303,235
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Intangible assets................................. 279,731 289,895
Other assets...................................... 24,611 20,127
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$ 1,206,399 $ 1,304,838
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued interest expense........................ $ 4,265 $ 7,646
Accounts payable and other accrued expenses..... 153,008 135,472
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Total current liabilities..................... 157,273 143,118
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Long-term debt.................................... 314,400 462,000
Other long-term liabilities....................... 109,870 115,815
Shareholders' equity:
Preferred stock, authorized 10,000,000
shares, no par value - issued, none........... - -
Common stock, authorized 100,000,000 shares,
$1.00 stated value - issued 52,277,066
shares at September 30, 2001 and
December 31, 2000............................. 52,277 52,277
Paid-in capital................................. 112,660 118,360
Retained earnings............................... 497,672 462,473
Accumulated other comprehensive income (Note 3). (5,895) -
Treasury stock at cost (1,684,536 shares at
September 30, 2001 and 2,601,759 shares at
December 31, 2000)............................ (31,858) (49,205)
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Total shareholders' equity.................... 624,856 583,905
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$ 1,206,399 $ 1,304,838
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See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Three Months Three Months
Ended Ended
September 30, September 30,
2001 2000
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Net sales...................................... $ 448,682 $ 499,746
Costs and expenses:
Cost of operations........................... 327,787 363,122
Selling, general and administrative expenses. 82,115 77,382
Depreciation and amortization................ 13,507 14,548
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Earnings from operations....................... 25,273 44,694
Interest expense............................... 5,197 8,727
Other income, net.............................. 790 404
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Earnings before income tax expense............. 20,866 36,371
Income tax expense............................. 6,995 12,998
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Net earnings................................... $ 13,871 $ 23,373
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Net earnings per common share:
Basic........................................ $ 0.27 $ 0.47
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Diluted...................................... $ 0.27 $ 0.46
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Weighted average common and common equivalent shares outstanding (Note 2):
Basic........................................ 50,503,561 49,636,740
============ ============
Diluted...................................... 51,465,726 50,469,708
============ ============
See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
2001 2000
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Net sales...................................... $ 1,414,512 $ 1,596,772
Costs and expenses:
Cost of operations........................... 1,033,237 1,148,830
Selling, general and administrative expenses. 251,392 245,676
Depreciation and amortization................ 43,530 45,395
Asset impairment charges........(Note 5)..... 18,000 -
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Earnings from operations....................... 68,353 156,871
Interest expense............................... 17,505 27,644
Other income, net.............................. 2,209 2,098
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Earnings before income tax expense and
extraordinary item........................... 53,057 131,325
Income tax expense............................. 17,858 47,209
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Earnings before extraordinary item............. 35,199 84,116
Extraordinary item - early extinguishment of
debt, net of income tax benefit.............. - (2,522)
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Net earnings................................... $ 35,199 $ 81,594
============ ============
Net earnings per common share - basic:
Earnings before extraordinary item........... $ 0.70 $ 1.70
Extraordinary item - early extinguishment
of debt.................................... - (0.05)
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Net earnings per common share - basic.......... $ 0.70 $ 1.65
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Net earnings per common share - diluted:
Earnings before extraordinary item........... $ 0.69 $ 1.67
Extraordinary item - early extinguishment
of debt.................................... - (0.05)
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Net earnings per common share - diluted........ $ 0.69 $ 1.62
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Weighted average common and common equivalent shares outstanding (Note 2):
Basic........................................ 50,275,443 49,491,919
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Diluted...................................... 51,255,001 50,423,588
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See accompanying notes to consolidated financial statements.
FURNITURE BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
2001 2000
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Cash flows from operating activities:
Net earnings......................................... $ 35,199 $ 81,594
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Net loss on early extinguishment of debt......... - 2,522
Depreciation of property, plant and equipment.... 34,485 36,350
Amortization of intangible and other assets...... 9,045 9,045
Asset impairment charges......................... 18,000 -
Noncash interest and other expense............... 1,060 1,355
(Increase) decrease in receivables............... 37,898 (15,864)
(Increase) decrease in inventories............... 15,688 (40,731)
Increase in prepaid expenses and other assets.... (1,465) (2,176)
Increase in accounts payable, accrued interest
expense and other accrued expenses............. 20,715 15,873
Decrease in net deferred tax liabilities......... (9,385) (4,141)
Increase (decrease) in other long-term
liabilities.................................... (958) 1,723
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Net cash provided by operating activities............ 160,282 85,550
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Cash flows from investing activities:
Proceeds from the disposal of assets................. 2,442 42
Additions to property, plant and equipment........... (15,053) (35,995)
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Net cash used by investing activities................ (12,611) (35,953)
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Cash flows from financing activities:
Payments for debt issuance costs..................... - (2,090)
Additions to long-term debt.......................... - 486,500
Payments of long-term debt........................... (147,600) (536,600)
Proceeds from the issuance of treasury stock......... 4,722 2,904
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Net cash used by financing activities................ (142,878) (49,286)
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Net increase in cash and cash equivalents.............. 4,793 311
Cash and cash equivalents at beginning of period....... 14,606 7,409
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Cash and cash equivalents at end of period............. $ 19,399 $ 7,720
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Supplemental Disclosure:
Cash payments for income taxes, net.................. $ 13,238 $ 47,831
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Cash payments for interest........................... $ 22,473 $ 26,300
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See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
(1) Inventories are summarized as follows:
September 30, December 31,
2001 2000
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Finished products $ 129,490 $ 125,491
Work-in-process 49,132 61,932
Raw materials 100,144 107,031
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$ 278,766 $ 294,454
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(2) Weighted average shares used in the computation of basic and diluted net
earnings per common share are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
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2001 2000 2001 2000
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Weighted average shares used
for basic net earnings per
common share 50,503,561 49,636,740 50,275,443 49,491,919
Effect of dilutive securities:
Stock options 962,165 832,968 979,558 931,669
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Weighted average shares used
for diluted net earnings
per common share 51,465,726 50,469,708 51,255,001 50,423,588
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(3) Comprehensive income (loss), net of tax is as follows:
Nine Months Ended
September 30,
2001 2000
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Net earnings $35,199 $81,594
Other comprehensive income (loss)
Cumulative effect of adopting SFAS
No. 133 2,960 -
Effect of financial instruments
accounted for as hedges (8,855) -
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(5,895) -
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Comprehensive income $29,304 $81,594
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(4) In May 2001, in order to reduce the impact of changes in interest rates on
its floating rate long-term debt, the Company entered into three interest
rate swap agreements each having a notional amount of $100.0 million and a
termination date in May 2004. The Company pays the counterparties a blended
fixed rate of 4.93% per annum and receives payment based upon the floating
three-month LIBOR rate.
(5) In the quarter ended September 30, 2001, the Company recorded restructuring
charges of $1.8 million ($1.2 million net of taxes). In the nine months
ended September 30, 2001, the Company recorded asset impairment and other
restructuring charges of $21.8 million ($14.2 million net of taxes). The
charges related to the realignment of selected domestic manufacturing
operations and consisted of $18.0 million for the write down of property,
plant and equipment to realizable value, with the balance of the charges
for severance and benefit related costs. It is anticipated that additional
charges of approximately $3.0 million will be incurred during the remaining
three months of 2001 to complete the restructuring.
(6) On July 16, 2001, a large customer of the Company filed for protection
under Chapter 11 of the U.S. Bankruptcy Code. This customer owed the
Company approximately $7.3 million as of the filing date. The Company
believes it was adequately reserved at September 30, 2001.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
RESULTS OF OPERATIONS
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Furniture Brands International, Inc. (referred to herein as the "Company") is
one of the largest home furniture manufacturers in the United States. The
Company has three primary operating subsidiaries: Broyhill Furniture Industries,
Inc.; Lane Furniture Industries, Inc.; and Thomasville Furniture Industries,
Inc.
Comparison of Three Months and Nine Months Ended September 30, 2001 and 2000
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Selected financial information for the three months and nine months ended
September 30, 2001 and September 30, 2000 is presented below:
(Dollars in millions except per share data)
Three Months Ended
September 30, 2001 September 30, 2000
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% of % of
Dollars Net Sales Dollars Net Sales
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Net sales $448.7 100.0% $499.8 100.0%
Earnings from operations 25.3 5.6% 44.7 8.9%
Interest expense 5.2 1.2% 8.7 1.7%
Income tax expense 7.0 1.6% 13.0 2.6%
Net earnings 13.9 3.1% 23.4 4.7%
Net earnings per common share -
diluted 0.27 - 0.46 -
Gross profit (1) $112.3 25.0% $126.8 25.4%
Nine Months Ended
September 30, 2001 September 30, 2000
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% of % of
Dollars Net Sales Dollars Net Sales
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Net sales $1,414.5 100.0% $1,596.8 100.0%
Earnings from operations 68.4 4.8% 156.9 9.8%
Interest expense 17.5 1.2% 27.6 1.7%
Income tax expense 17.9 1.3% 47.2 3.0%
Net earnings before extraordinary item 35.2 2.5% 84.1 5.3%
Net earnings per common share before
extraordinary item - diluted 0.69 - 1.67 -
Gross profit (1) $352.4 24.9% $416.8 26.1%
(1) The Company believes that gross profit provides useful information
regarding a company's financial performance. Gross profit has been
calculated by subtracting cost of operations and the portion of
depreciation associated with cost of goods sold from net sales.
Three Months Ended Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
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Net sales $448.7 $499.8 $1,414.5 $1,596.8
Cost of operations 327.8 363.1 1,033.2 1,148.8
Depreciation (associated with
cost of goods sold) 8.6 9.9 28.9 31.2
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Gross profit $112.3 $126.8 $ 352.4 $ 416.8
====== ====== ======== ========
Net sales for the three months ended September 30, 2001 were $448.7 million,
compared to $499.8 million in the three months ended September 30, 2000, a
decrease of $51.1 million or 10.2%. The decrease in sales in the quarter arose
primarily from an overall softness in order trends which has been ongoing for
more than a year. Most of the sales decrease occurred at the operating companies
with product lines more heavily concentrated in case goods (wood) as opposed to
upholstery. For the nine months ended September 30, 2001, net sales decreased
$182.3 million or 11.4% to $1,414.5 million from $1,596.8 million for the nine
months ended September 30, 2000. Earnings from operations for the three months
ended September 30, 2001 and September 30, 2000 were $25.3 million and $44.7
million, respectively. As a percentage of net sales, earnings from operations
for the three months ended September 30, 2001 and September 30, 2000 were 5.6%
and 8.9%, respectively. For the nine months ended September 30, 2001 and
September 30, 2000, earnings from operations were $68.4 million and $156.9
million, respectively. Earnings from operations for the nine months ended
September 30, 2001 and September 30, 2000 were 4.8% and 9.8% of net sales,
respectively. Earnings from operations for the three and nine months ended
September 30, 2001 were adversely impacted by additional bad debt expenses of
$5.1 million and $8.5 million, respectively. Earnings from operations for the
third quarter and nine months of 2001 were also adversely impacted by asset
impairment and other restructuring charges related to the realignment of
selected domestic manufacturing operations totaling $1.8 million and $21.8
million, respectively, as well as by decreased plant utilization resulting from
sales volume shortfall and increased focus on imported product.
Interest expense totaled $5.2 million and $17.5 million for the three months and
nine months ended September 30, 2001, respectively, compared to $8.7 million and
$27.6 million for the prior year comparable periods. The decrease in interest
expense during the periods resulted both from lower long-term debt levels and
lower interest rates.
The effective income tax rates were 33.5% and 35.7% for the three months ended
September 30, 2001 and September 30, 2000, respectively, and 33.7% and 35.9% for
the nine months ended September 30, 2001 and September 30, 2000, respectively.
The effective tax rates for the three and nine months ended September 30, 2001
was less adversely impacted than the comparable prior year period due in part to
a lower provision for state and local taxes.
Net earnings per common share for basic and diluted were $0.27 and $0.27 for the
three months ended September 30, 2001, respectively, compared with $0.47 and
$0.46 for the same period last year, respectively. For the nine months ended
September 30, 2001 and September 30, 2000, net earnings per common share before
extraordinary item for basic and diluted were $0.70 and $0.69, respectively, and
$1.70 and $1.67, respectively. Average common and common equivalent shares
outstanding used in the calculation of net earnings per common share on a basic
and diluted basis were 50,504,000 and 51,466,000, respectively, for the three
months ended September 30, 2001, and 49,637,000 and 50,470,000, respectively,
for the three months ended September 30, 2000. For the nine months ended
September 30, 2001 and September 30, 2000, average common and common equivalent
shares outstanding used in the calculation of net earnings per common share on a
basic and diluted basis were 50,275,000 and 51,255,000, respectively, and
49,492,000 and 50,424,000, respectively.
FINANCIAL CONDITION
Working Capital
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Cash and cash equivalents at September 30, 2001 amounted to $19.4 million,
compared with $14.6 million at December 31, 2000. During the nine months ended
September 30, 2001, net cash provided by operating activities totaled $160.3
million, net cash used by investing activities totaled $12.6 million and net
cash used by financing activities totaled $142.9 million.
Working capital was $483.6 million at September 30, 2001, compared with $548.5
million at December 31, 2000. The current ratio was 4.1-to-1 at September 30,
2001, compared to 4.8-to-1 at December 31, 2000.
Financing Arrangements
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As of September 30, 2001, long-term debt consisted of the following, in
millions:
Revolving credit facility $300.0
Other 14.4
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$314.4
To meet short-term capital and other financial requirements, the Company
maintains a $630.0 million revolving credit facility with a group of financial
institutions. The revolving credit facility allows for the issuance of letters
of credit and cash borrowings. Letter of credit outstandings are limited to no
more than $150.0 million, with cash borrowings limited only by the facility's
maximum availability less letters of credit outstanding. On September 30, 2001
there were $300.0 million in cash borrowings and $26.0 million in letters of
credit outstanding, leaving an excess of $304.0 million available under the
facility.
Cash borrowings under the revolving credit facility bear interest at a base rate
or at an adjusted Eurodollar rate plus an applicable margin which varies,
depending upon the type of loan the Company executes. The applicable margin over
the base rate and Eurodollar rate is subject to adjustment based upon achieving
certain credit ratings. At September 30, 2001, loans outstanding under the
revolving credit facility consisted of $300.0 million all of which was hedged by
the interest rate swap agreements, resulting in an effective interest rate of
4.93%.
The Company believes that its revolving credit facility, together with cash
generated from operations, will be adequate to meet liquidity requirements for
the foreseeable future.
Recently Issued Statements of Financial Accounting Standards
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In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS No. 133) "Accounting for Derivative
Instruments and Hedging Activities." This statement standardizes the accounting
for derivative instruments by requiring that an entity recognize the items as
assets and liabilities in the statement of financial position and measure them
at fair value. SFAS No. 133, as amended, is effective for fiscal years beginning
after June 15, 2000. The Company adopted SFAS No. 133 effective January 1, 2001.
The adoption of this standard has not had a material impact on the consolidated
financial position, results of operations or cash flows of the Company.
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 (SFAS No. 141), "Business Combinations"
and No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS No. 141
requires that the purchase method of accounting be used for all business
combinations subsequent to June 30, 2001 and specifies criteria for recognizing
intangible assets acquired in a business combination. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. Intangible
assets with definite useful lives will continue to be amortized over their
respective estimated useful lives. The Company will adopt SFAS No. 142 effective
January 1, 2002. The Company believes the effect of SFAS No. 142 will be to
increase annual earnings per common share by approximately $0.20.
OUTLOOK
- -------
Incoming order activity showed the beginnings of a modest improvement in early
September, but any such recovery was stalled by national and international
events. Order rates have generally returned to pre-September 11 levels, but the
Company has yet to see any sustained improvement and the Company does not expect
any meaningful change in these trends by the end of the year. This economic
environment, coupled with recent retailer failures and the Company's ongoing
strategy for realigning its customer base to focus on long-term, profitable
sales growth, suggests that fourth quarter sales should be down in the 8% - 10%
range from those reported for the same period last year. Assuming that level of
sales activity and excluding all restructuring charges, fourth quarter earnings
per common share are projected to be $0.34 to $0.39 compared to $0.48 last year.
For the full year ending December 31, 2001, earnings per common share are
projected to be $1.30 to $1.35 versus last year's $2.15 excluding all impairment
and restructuring charges and the extraordinary item.
Capital expenditures are forecasted at $20.0 - $25.0 million for the year.
Depreciation and amortization are anticipated to be $56.0 to $58.0 million for
the year. Selling, general and administrative expenses for the year are expected
to be in the range of 17.25% to 17.50% of net sales. Based upon current interest
rates, interest expense is expected to be approximately $22.5 million. In the
nine months ended September 30, 2001 the Company generated $160.3 million of
cash flow from operations, the majority of which was used to repay long-term
debt, completing the debt reduction program. Earnings before interest expense,
income taxes, depreciation and amortization, and asset impairment and other
restructuring charges as a percent of net sales is expected to be in the 9.50%
to 10.00% range for the full year.
The percentage of the Company's product lines represented by imports will
continue to increase. Also, the Company continues to pursue its dedicated
distribution strategy. The Thomasville Home Furnishings Stores development
program is on schedule to add approximately 25 new stores per year with a goal
of 250 stores. During the second quarter of 2001, The Home Depot completed the
rollout to all of its stores of kitchen and bath cabinetry marketed using the
"Thomasville" name in accordance with the previously reported licensing
agreement.
FORWARD-LOOKING STATEMENTS
- --------------------------
The Company herein has made forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements containing the words
"expects," "anticipates," "estimates," "believes," and words of similar import.
The Company cautions investors that any such forward-looking statements are not
guarantees of future performance and that certain factors may cause actual
results to differ materially from those in the forward-looking statements. Such
factors may include: overall business and economic conditions and growth in the
furniture industry; changes in customer spending patterns and demand for home
furnishings; competitive factors, such as design and marketing efforts by other
furniture manufacturers; pricing pressures; success of the marketing efforts of
retailers and the prospects for further customer failures; the Company's success
in furniture design and manufacture; the effects of manufacturing realignments
and cost savings programs; and other risk factors listed from time to time in
the Company's future public releases and SEC reports.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates. The
Company's exposure to interest rate risk consists of its floating rate revolving
credit facility. In May 2001, in order to reduce the impact of changes in
interest rates on its floating rate long-term debt, the Company entered into
three interest rate swap agreements each having a notional amount of $100.0
million and a termination date in May 2004. The swap agreements effectively
convert $300.0 million of the Company's floating rate long-term debt to a fixed
rate. The Company pays the counterparties a blended fixed rate of 4.93% per
annum and receives payment based upon the floating three-month LIBOR rate.
PART II OTHER INFORMATION
-------------------------
Item 6. Exhibits and Reports on Form 8 -K
(b) A Form 8-K was filed on July 26, 2001 announcing second quarter
and first half of 2001 operating results and projections for
third quarter and full year sales and earnings. A Form 8-K was
filed on September 12, 2001 announcing projections for third
quarter and full year sales and earnings. A Form 8-K was filed on
October 30, 2001 announcing operating results for the third
quarter and first nine months of 2001 and projections for fourth
quarter and full year 2001 earnings per share.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Furniture Brands International, Inc.
(Registrant)
By Steven W. Alstadt
---------------------------------
Steven W. Alstadt
Controller and
Chief Accounting Officer
Date: November 13, 2001