-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJH4fpKxPaRui8DLi1aK8bbUuRGk06kVPfO/anylNh0iolWfL3Hg3AkVBWC1QdEF em3yXYs3t9ll/5GhGR6TeQ== 0001171843-10-001132.txt : 20100621 0001171843-10-001132.hdr.sgml : 20100621 20100621160234 ACCESSION NUMBER: 0001171843-10-001132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100621 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEELCASE INC CENTRAL INDEX KEY: 0001050825 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 380819050 STATE OF INCORPORATION: MI FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13873 FILM NUMBER: 10908129 BUSINESS ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 BUSINESS PHONE: 6162472710 MAIL ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 21, 2010  


Steelcase Inc.
(Exact name of registrant as specified in its charter)


Michigan
 
1-13873
 
38-0819050
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
901 44th Street SE, Grand Rapids, Michigan
 
49508
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (616) 247-2710



None
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    [    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    [    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    [    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    [    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The Company reported its first quarter fiscal year 2011 results today and is furnishing the earnings release as Exhibit 99.1 attached hereto. Members of the public are invited to listen to the Company's webcast conference call June 22, 2010, at 10:00 a.m. EDT through the link at ir.steelcase.com. Presentation slides are available at ir.steelcase.com. A replay of the webcast, including presentation slides, can also be accessed through the Company's website through July 22, 2010.

The earnings release contains certain non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows of the Company. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation within the earnings release of non-GAAP financial measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures used within the Company's earnings release are:

  • Organic revenue growth (decline), which represents the change in revenue over the prior year excluding currency translation effects and the impact of dealer deconsolidations and
  • Adjusted operating income (loss), which represents operating income (loss), excluding restructuring items and income associated with changes in the cash surrender value of variable company-owned life insurance policies (variable life COLI income).
These measures are presented because management uses this information to monitor and evaluate financial results and trends. Therefore, management believes this information is also useful for investors.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Item 7.01. Regulation FD Disclosure.

The Company has updated its investor presentation and will make it available on the Company's website at ir.steelcase.com. The Company uses this presentation from time to time when company executives interact with investors and analysts to discuss our business strategies and long-term goals.

Item 9.01. Financial Statements and Exhibits.

d) EXHIBITS.

Exhibit
Number
Description

99.1 Earnings Release - First Quarter Ended May 28, 2010


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Steelcase Inc.
(Registrant)

June 21, 2010
(Date)
  /s/   MARK T. MOSSING
Mark T. Mossing
Corporate Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)



EXHIBIT INDEX

Exhibit
Number
Description

99.1 Earnings Release - First Quarter Ended May 28, 2010
EX-99.1 2 newsrelease.htm PRESS RELEASE Steelcase Reports First Quarter Results

EXHIBIT 99.1

Steelcase Reports First Quarter Results

Results Include Modest Organic Revenue Growth and Improved Operating Results

GRAND RAPIDS, Mich., June 21, 2010 (GLOBE NEWSWIRE) -- Steelcase Inc. (NYSE:SCS) today reported a first quarter net loss of $(11.1) million, or $(0.08) per share, including an $(11.4) million charge resulting from the recently enacted healthcare reform legislation specifically related to the Medicare Part D Subsidy. Steelcase reported break-even net income in the first quarter of the prior year.

First quarter revenue of $541.8 million, in comparison to prior year, was negatively impacted by $(14) million from the deconsolidation of dealers completed in the last twelve months and positively impacted by approximately $6 million of favorable currency translation effects.   Adjusted for these impacts, the company experienced organic revenue growth of one percent over the prior year.

"After six straight quarters of year-over-year revenue declines during this current industry downturn, we are pleased with the organic revenue growth in the first quarter," said James P. Hackett, president and CEO. "Even though the growth was modest, our operating results improved significantly as a result of our cost reduction efforts over the past two years."

The current quarter operating loss of $(1.4) million represents an improvement of $3.8 million over the prior year operating loss of $(5.2) million which included $16.8 million of income associated with an increase in cash surrender value of variable life company-owned life insurance policies (variable life COLI income).  Current quarter results include $(2.5) million of restructuring costs compared to  $(2.8) million of restructuring costs in the prior year.   Adjusted for these items, first quarter adjusted operating income of $1.1 million improved $20.3 million compared to the prior year adjusted operating loss of $(19.2) million.

"The $20 million year-over-year improvement in adjusted operating income is a reflection of our commitment to reduce our cost structure in response to current volume levels," said David C. Sylvester, vice president and CFO. "As the recovery begins to take shape, we remain committed to cost containment efforts in order to allow for maximum leverage from volume growth."

Cost of sales improved to 69.9 percent of sales in the quarter from 70.9 percent in the prior year, primarily due to benefits from restructuring activities and other cost reduction efforts and lower commodity costs, and despite lower variable life COLI income in the current quarter.

Operating expenses in the first quarter, which included the reinstatement of salaries to fiscal 2009 levels, were $161.9 million compared with $161.0 million in the prior year.  Benefits from prior restructuring activities and other cost reduction efforts and the effect of dealer deconsolidations offset lower variable life COLI income and the reinstatement of salaries.    

The income tax expense recorded in the quarter included an $11.4 million charge resulting from the recently enacted healthcare reform legislation specifically related to the Medicare Part D Subsidy.

Other income, net increased $4.5 million over the prior year to $1.8 million, driven largely by $4.0 million of variable life COLI income, which is now recorded as a non-operating item given the designation of these assets as an additional source of corporate liquidity.

Cash, short-term investments and the cash surrender value of variable life company-owned life insurance totaled $243.8 million and total debt was $298.7 million at end of the first quarter.

Outlook

All reporting segments experienced year-over-year order growth during the first quarter.  The company expects second quarter fiscal 2011 revenue to be in the range of $560 to $585 million. This estimate includes an assumption of approximately $(14) million from unfavorable currency translation effects. The company reported revenue of $578.1 million in the second quarter of fiscal 2010, which included $13 million of revenue from dealers which have since been deconsolidated. Adjusting for these impacts, the company projects organic revenue growth in the range of 2 to 6 percent over the prior year.

Steelcase expects to report net income of $0.01 to $0.05 per share for the second quarter of fiscal 2011, including approximately $(4) million of pre-tax restructuring costs. This compares to break-even earnings per share in the second quarter of fiscal 2010, which included $(17.4) million of pre-tax restructuring costs and significant variable life COLI income. 

"We stayed focused on our long-term strategy during the industry downturn," said James P. Hackett, president and CEO. "Now, with positive momentum from the first quarter and the expected organic growth in the second quarter, we continue to believe we could achieve modest organic revenue growth in fiscal 2011 over last year."

Business Segment Results      
(in millions)      
       
  (Unaudited)  
  Three Months Ended  
  May 28, 2010 May 29, 2009 % Change
       
Revenue      
North America (1)  $ 292.7  $ 293.9 (0.4%)
International (2)  141.6  152.1 (6.9%)
Other (3)  107.5  99.6 7.9%
Consolidated revenue  $ 541.8  $ 545.6 (0.7%)
       
Operating income (loss)      
North America  $ 10.4  $ 12.7  
International  (9.8) (6.3)  
Other  4.2  (6.9)  
Corporate (4) (6.2) (4.7)  
Consolidated operating income (loss)  $ (1.4)  $ (5.2)  
       
Operating income (loss) percent (0.3%) (1.0%)  

Business Segment Footnotes

  1. The North America segment serves customers in the U.S. and Canada mainly through independent dealers. The North America segment includes a portfolio of integrated architecture, furniture and technology solutions marketed to corporate, government, healthcare, education and retail customers through the Steelcase, Turnstone, Details and Nurture by Steelcase brands.
  2. The International segment serves customers outside of the U.S. and Canada primarily under the Steelcase brand, with an emphasis on freestanding furniture systems, storage and seating solutions.
  3. The Other category includes the Coalesse Group, PolyVision and IDEO. The Coalesse Group consists of the Coalesse and Designtex brands. Coalesse is a premium furnishings brand that serves the markets of executive office, conference, lounge, teaming environments and residential live/work solutions.
  4. Corporate expenses include unallocated portions of executive and shared services functions such as information technology, human resources, finance, legal, research and development and corporate facilities.
     
Year over year organic revenue growth (decline)      
Q1 2011 vs. Q1 2010        
  Steelcase
Inc.
North America
International
Other category
Q1 2010 revenue, reported  $ 545.6  $ 293.9  $ 152.1  $ 99.6
Dealer deconsolidations  (14.0)  (14.0)  --   -- 
Currency translation effect*  6.0  6.0  --   -- 
Adjusted Q1 2010 revenue  537.6  285.9  152.1  99.6
Q1 2011 revenue, reported  541.8  292.7  141.6  107.5
Organic growth (decline) $  $ 4.2  $ 6.8  $ (10.5)  $ 7.9
Organic growth (decline) % 1% 2% (7%) 8%
* Currency translation effect is the effect of translating prior quarter foreign currency revenues using the average exchange
rate during the current quarter.
         
Projected organic revenue growth      
Steelcase Inc.        
  Year over year      
  Q2 2010 vs.
Q2 2011
     
Prior quarter revenue, reported  $ 578      
Dealer deconsolidations  (13)      
Currency translation effect*  (14)      
Adjusted prior quarter revenue  551      
Q2 2011 revenue, projected  $ 560 - 585       
Organic growth $  9 - 34       
Organic growth % 2% - 6%      
* Currency translation effect is the effect of translating prior quarter foreign currency revenues using the exchange rate at the end of the most recent quarter.

 

Steelcase Inc.        
  (Unaudited)      
  Three Months Ended      
  May 28, 2010  May 29, 2009    
         
Revenue $ 541.8 100.0%  $ 545.6 100.0%
Cost of sales  378.8  69.9  387.0  70.9
Restructuring costs  1.5  0.3  3.1  0.6
Gross profit  161.5  29.8  155.5  28.5
Operating expenses  161.9  29.9  161.0  29.6
Restructuring costs  1.0  0.2  (0.3)  (0.1)
Operating income (loss)  $ (1.4) (0.3%)  $ (5.2) (1.0%)
Add: restructuring costs  2.5  0.5  2.8  0.5
Less: variable life COLI income*  --   --   16.8  3.0
Adjusted operating income (loss)  $ 1.1 0.2%  $ (19.2) (3.5%)
* Variable life COLI income represents the net returns in cash surrender value, normal insurance expenses and any death benefit gains related to our investments in variable life company-owned life insurance policies.
         
North America        
  (Unaudited)      
  Three Months Ended      
  May 28, 2010  May 29, 2009    
         
Revenue  $ 292.7 100.0%  $ 293.9 100.0%
Cost of sales  208.1  71.1  207.5  70.6
Restructuring costs  1.4  0.5  2.6  0.9
Gross profit  83.2  28.4  83.8  28.5
Operating expenses  72.8  24.8  72.2  24.6
Restructuring costs  --   --   (1.1)  (0.4)
Operating income  $ 10.4 3.6%  $ 12.7 4.3%
Add: restructuring costs  1.4  0.5  1.5  0.5
Less: variable life COLI income*  --   --   16.7  5.7
Adjusted operating income (loss)  $ 11.8 4.1%  $ (2.5) (0.9%)
* Variable life COLI income represents the net returns in cash surrender value, normal insurance expenses and any death benefit gains related to our investments in variable life company-owned life insurance policies.
         
International        
  (Unaudited)      
  Three Months Ended      
  May 28, 2010  May 29, 2009    
         
Revenue  $ 141.6 100.0%  $ 152.1 100.0%
Cost of sales  102.8  72.6  108.1  71.1
Restructuring costs  0.0  0.0  0.2  0.1
Gross profit  38.8  27.4  43.8  28.8
Operating expenses  48.2  34.0  49.9  32.8
Restructuring costs  0.4  0.3  0.2  0.1
Operating income (loss)  $ (9.8) (6.9%)  $ (6.3) (4.1%)
Add: restructuring costs  0.4  0.3  0.4  0.2
Less: variable life COLI income*  --   --   --   -- 
Adjusted operating income (loss)  $ (9.4) (6.6%)  $ (5.9) (3.9%)
* Variable life COLI income represents the net returns in cash surrender value, normal insurance expenses and any death benefit gains related to our investments in variable life company-owned life insurance policies.
         
Other        
  (Unaudited)      
  Three Months Ended      
  May 28, 2010  May 29, 2009    
         
Revenue  $ 107.5 100.0%  $ 99.6 100.0%
Cost of sales  67.9  63.2  71.4  71.7
Restructuring costs  0.1  0.1  0.3  0.3
Gross profit  39.5  36.7  27.9  28.0
Operating expenses  34.7  32.3  34.2  34.3
Restructuring costs  0.6  0.5  0.6  0.6
Operating income (loss)  $ 4.2 3.9%  $ (6.9) (6.9%)
Add: restructuring costs  0.7  0.6  0.9  0.9
Less: variable life COLI income*  --   --   --   -- 
Adjusted operating income (loss)  $ 4.9 4.5%  $ (6.0) (6.0%)
* Variable life COLI income represents the net returns in cash surrender value, normal insurance expenses and any death benefit gains related to our investments in variable life company-owned life insurance policies.
         
Corporate (Unaudited)      
  Three Months Ended      
  May 28, 2010   May 29, 2009  
         
Operating expenses  $ (6.2)    $ (4.7)  
Operating income (loss) $ (6.2)   $ (4.7)  
         
Add: restructuring costs  --     --   
Less: variable life COLI income*  --     0.1  
Adjusted operating income (loss)  $ (6.2)    $ (4.6)  
 
* Variable life COLI income represents the net returns in cash surrender value, normal insurance expenses and any death benefit gains related to our investments in variable life company-owned life insurance policies.    

Webcast

Steelcase will discuss first quarter fiscal year 2011 results and business outlook on a conference call and webcast at 10:00 a.m. EDT tomorrow. Links to the webcast are available at ir.steelcase.com. Related presentation slides will be available on the company's website shortly after the press release is issued.

Non-GAAP Financial Measures

This earnings release contains certain non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets or statements of cash flow of the company. Pursuant to the requirements of Regulation G, the company has provided a reconciliation above of non-GAAP financial measures to the most directly comparable GAAP financial measure.

The non-GAAP financial measures used within the company's earnings release are: (1) organic revenue growth (decline), which represents the change in revenue over the prior year excluding currency translation effects and the impact of dealer deconsolidations; and (2) adjusted operating income (loss), which represents operating income (loss), excluding restructuring items and income associated with changes in the cash surrender value of variable life company-owned life insurance policies (variable life COLI income). These measures are presented because management uses this information to monitor and evaluate financial results and trends. Therefore, management believes this information is also useful for investors. 

Forward-looking Statements

From time to time, in written and oral statements, the company discusses its expectations regarding future events and its plans and objectives for future operations. These forward-looking statements generally are accompanied by words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "possible," "potential," "predict," "project," or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary from the company's expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events; changes in the legal and regulatory environment; restructuring activities; currency fluctuations; changes in customer demands; and the other risks and contingencies detailed in the company's most recent Annual Report on Form 10-K and it s other filings with the Securities and Exchange Commission. Steelcase undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

About Steelcase Inc.

Steelcase Inc. helps create great experiences - wherever work happens.  Our brands offer a comprehensive portfolio of workplace furnishings, products and services, inspired by nearly 100 years of insight gained serving the world's leading organizations. We are globally accessible through a network of channels, including over 650 dealers. We design for social, economic and environmental sustainability.  Steelcase is a global, publicly traded company leading our industry with fiscal 2010 revenue of $2.3 billion.

The Steelcase Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7606

STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share data)
     
  Three Months Ended
  May 28,
2010
May 29,
2009
     
Revenue  $ 541.8  $ 545.6
Cost of sales  378.8  387.0
Restructuring costs   1.5  3.1
Gross profit  161.5  155.5
Operating expenses  161.9  161.0
Restructuring costs  1.0  (0.3)
Operating income (loss)  (1.4)  (5.2)
Interest expense  (4.5)  (4.4)
Other income (expense), net  6.3  1.7
Income (loss) before income taxes  0.4  (7.9)
Income tax expense (benefit)   11.5  (7.9)
Net income (loss)  $ (11.1)  $ (0.0)
     
Basic and diluted per share data:    
Basic earnings per share  $ (0.08)  $ (0.00)
Diluted earnings per share  $ (0.08)  $ (0.00)
Dividends declared and paid per common share  $ 0.04  $ 0.08
Weighted average shares outstanding - basic  132.9  133.3
Weighted average shares outstanding - diluted  132.9  133.3
     
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
     
  (Unaudited)  
ASSETS May 28,
2010
February 26,
2010
Current assets:    
Cash and cash equivalents  $ 74.4  $ 111.1
Short-term investments 65.2 68.2
Accounts receivable, net 258.9 242.5
Inventories 103.6 98.4
Other current assets 121.1 123.4
Total current assets 623.2 643.6
     
Property and equipment, net 399.7 415.7
Company-owned life insurance 214.6 209.6
Deferred income taxes 119.1 136.4
Goodwill and other intangible assets, net 199.4 208.8
Other assets 71.4 63.1
Total assets  $ 1,627.4  $ 1,677.2
     
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:    
Accounts payable  $ 164.0  $ 159.2
Short-term borrowings and current portion of long-term debt 6.0 7.4
Accrued expenses:    
Employee compensation 94.6 99.1
Employee benefit plan obligations 16.1 16.7
Other 154.7 151.3
Total current liabilities  435.4  433.7
     
Long-term liabilities:    
Long-term debt less current maturities 292.7 293.4
Employee benefit plan obligations 186.3 189.5
Other long-term liabilities 44.2 63.0
Total long-term liabilities 523.2 545.9
Total liabilities 958.6 979.6
     
Shareholders' equity:    
Common stock 57.5 57.0
Additional paid-in capital 11.9 8.2
Accumulated other comprehensive loss  (34.4)  (17.9)
Retained earnings  633.8  650.3
Total shareholders' equity 668.8 697.6
Total liabilities and shareholders' equity  $ 1,627.4  $ 1,677.2
     
     
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
(in millions)
   
  Three Months Ended
  May 28,
2010
May 29,
2009
     
OPERATING ACTIVITIES    
Net income  $ (11.1)  $ -- 
Depreciation and amortization  16.5  18.5
Changes in cash surrender value of company-owned life insurance  (5.0)  (18.1)
Changes in accounts receivable, net, inventories and accounts payable  (38.2)  14.2
Changes in other operating assets and liabilities  (1.6)  (81.5)
Other, net  20.3  2.5
Net cash used in operating activities  (19.1)  (64.4)
     
INVESTING ACTIVITIES    
Capital expenditures  (9.1)  (9.4)
Changes in investments, net  (0.5)  4.1
Proceeds from the disposal of fixed assets  0.1  4.4
Other, net  (0.3)  4.4
Net cash (used in) provided by investing activities  (9.8)  3.5
     
FINANCING ACTIVITIES    
Repayments of long-term debt  (0.9)  (0.3)
Dividends paid  (5.4)  (10.7)
Common stock repurchases  --   (4.3)
Other, net  (0.4)  (0.1)
Net cash used in financing activities  (6.7)  (15.4)
     
Effect of exchange rate changes on cash and cash equivalents  (1.1)  2.5
     
Net decrease in cash and cash equivalents  (36.7)  (73.8)
Cash and cash equivalents, beginning of period  111.1  117.6
Cash and cash equivalents, end of period  $ 74.4  $ 43.8
     
CONTACT:  Steelcase Inc.
          Investor Contact:
          Raj Mehan, Investor Relations
            (616) 698-4734
          Media Contact:
          Jeanine Holquist, Public Relations
            (616) 698-3765
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