-----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, VJOkb7CqpHeboL9W+VuDE4wMzcsi3CghXmuUqz68qTZkXBz3GwMdKng5b10KAwXk IimNvmkvQ4KJkyplsv1Enw== 0000048287-97-000036.txt : 19971023 0000048287-97-000036.hdr.sgml : 19971023 ACCESSION NUMBER: 0000048287-97-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971004 ITEM INFORMATION: FILED AS OF DATE: 19971022 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HON INDUSTRIES INC CENTRAL INDEX KEY: 0000048287 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 420617510 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-02648 FILM NUMBER: 97699104 BUSINESS ADDRESS: STREET 1: 414 EAST THIRD STREET - PO BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761-7109 BUSINESS PHONE: 3192647400 MAIL ADDRESS: STREET 1: 414 EAST THIRD STREET STREET 2: P O BOX 1109 CITY: MUSCATINE STATE: IA ZIP: 52761 FORMER COMPANY: FORMER CONFORMED NAME: HOME O NIZE CO DATE OF NAME CHANGE: 19681001 8-K 1 8KFORM SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 22, 1997 (October 21, 1997) HON INDUSTRIES Inc. (Exact name of registrant as specified in its charter) Iowa 0-2648 42-0617510 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification Number) incorporation) 414 East Third Street 52761-7109 P.O. Box 1109 (Zip Code) Muscatine, IA (Address of principal executive office) (319)264-7400 (Registrant's telephone number, including area code) Item 5. Other Events. On October 21, 1997, HON INDUSTRIES Inc. issued a press release to report its third fiscal quarter consolidated results of operations for the period ended October 4, 1997, the text of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Text of press release dated October 21, 1997. Signature. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. HON INDUSTRIES Inc. Date: October 22, 1997 By: /s/ Melvin L. McMains _____________________ Melvin L. McMains Controller and Principal Accounting Officer -2- EX-99.1 2 NEWS RELEASE EXHIBIT 99.1 HON INDUSTRIES P.O. Box 1109 Muscatine, Iowa 52761-7109 News Release FOR INFORMATION CONTACT: David C. Stuebe, Vice President and Chief Financial Officer 319/264-7400 HON INDUSTRIES SALES AND EARNINGS SOAR FOR THIRD QUARTER Net Income Rose 60% on a 53% Sales Gain Muscatine, IA (October 21, 1997) -- HON INDUSTRIES Inc. (NASDAQ/NMS: HONI) today reported its seventh consecutive quarter of record results for its third fiscal quarter ended October 4, 1997. This record performance was primary driven by profitable growth of existing products, contributions from a steady flow of new product introductions and acquisitions. Earnings were favorably influenced by the Company's Rapid Continuous Improvement (RCI) program that eliminates waste from manufacturing, distribution and administrative processes, while improving productivity and efficiency and lowering costs. For third quarter 1997, consolidated sales increased 53% to $391.3 million compared with $255.3 million in the third quarter of 1996. Net income was $25.2 million, or $0.85 per share, up 41% from $17.9 million, or $0.60 per share, a year-ago. Net income for 1996 includes a one-time income tax credit of $2.1 million, or $0.07 per share. Adjusting for this 1996 nonoperating event, net income and net income per share for third quarter 1997 from operations, on a comparative basis, actually increased 60% over the prior year quarter. Gross profit rose to 31.5% from 30.9% in the same quarter a year ago, and operating margins increased to 10.9% from 9.9% as expenses grew at a slower rate than sales. The increase in sales volume for third quarter 1997 includes the initial contribution from HON INDUSTRIES' June 17, 1997, acquisition of Allsteel Inc., as well as the additional volume generated by Heat-N-Glo, a division of the Company's Hearth Technologies subsidiary, which was acquired in the fourth quarter of 1996. Ongoing new product introductions also contributed to the Company's top line growth in the quarter. Third quarter 1997 results were also helped by it being a 14-week period rather than the normal 13 weeks, an event that occurs once every six years. Year-to-date in 1997, consolidated sales rose 37% to $970.8 million from $708.0 million last year. Net income was $61.0 million, or $2.05 per share, up 30% from $47.0 million, or $1.56 per share, earned in 1996. Last year's net income results were favorably impacted by a $2.0 million gain on the sale of a subsidiary as well as the income tax credit previously mentioned. Disregarding these two nonoperating events, comparative net income from operations for the current year increased 36% and net income per share rose 38%. "The strength and growth of the value-priced segment of the office furniture industry provides us with a solid foundation for continuing to build market share in our core business. In addition, the hearth products industry, which is linked to both home sales and home remodeling, is also thriving," said Jack D. Michaels, Chairman, President and Chief Executive Officer. During the third quarter, including contribution from acquisitions, sales from office products rose 43% while sales from hearth products grew 159%. Without the impact of the Allsteel and Heat-N-Glo acquisitions, internal sales growth was 25% and 16%, respectively. On September 26, 1997, the Company announced it filed a Registration Statement with the Securities and Exchange Commission relating to a proposed offering to include 1,000,000 primary shares of its Common Stock offered by HON INDUSTRIES and 2,395,000 secondary shares offered by Bandag, Incorporated. The proposed offering will be made through the representatives of the underwriters, Merrill Lynch & Co. and Merrill Lynch International, William Blair & Company, Robert W. Baird & Co. Incorporated, and McDonald & Company Securities, Inc. The Company will not receive any of the proceeds of the secondary offering of its shares by Bandag, Incorporated. Just after the close of the quarter, HON INDUSTRIES announced the signing of a purchase agreement to acquire substantially all of the assets of Bevis Custom Furniture, Inc., a manufacturer of affordably priced office furniture, including folding tables, with 1996 sales of $62 million. Bevis is a synergistic acquisition, strengthening the Company's presence in the value segment of the office furniture industry, expanding its product offering with a complementary line, and enhancing its distribution channels. This transaction is expected to close in early November 1997, contingent upon regulatory clearance. HON INDUSTRIES Inc. is the nation's largest manufacturer of value-priced office furniture and the fourth largest office furniture manufacturer and marketer in the U.S. It is also the nation's largest manufacturer and marketer of fireplaces. HON INDUSTRIES' common stock is traded on the NASDAQ Stock Market under the symbol HONI. For further information on HON INDUSTRIES free of charge via fax, dial 1-800-PRO-INFO and enter the ticker symbol HONI. HON INDUSTRIES Inc. Unaudited Condensed Consolidated Statement of Operations
(Dollars in thousands, except per share data) Three Months Nine Months Oct.4,1997(1) Sept.28,1996 Oct.4,1997(1) Sept.28,1996 ________________________________________________________________________________ Net sales $391,348 $255,254 $970,744 $707,991 Cost of products sold 268,147 176,403 663,310 486,636 ________________________________________________________________________________ Gross profit 123,201 78,851 307,464 221,355 Selling and administrative expenses 80,641 53,605 205,397 152,958 Gain on sale of subsidiary (2) - - - 3,200 ________________________________________________________________________________ Operating income 42,560 25,246 102,067 71,597 Interest income 601 806 1,453 2,306 Interest expense 2,810 715 5,945 2,342 ________________________________________________________________________________ Income before income taxes 40,351 25,337 97,575 71,561 Income taxes 15,132 7,430 36,591 24,533 ________________________________________________________________________________ Net income (3) $ 25,219 $ 17,907 $ 60,984 $ 47,028 ________________________________________________________________________________ Net income per common share $0.85 $0.60 $2.05 $1.56 ________________________________________________________________________________ Average number of common shares outstanding 29,677,952 30,063,124 29,689,679 30,192,770 ________________________________________________________________________________ (1) Three months ended October 4, 1997, represents 14 weeks of business activity compared to 13 weeks in the prior year. Nine months ended October 4, 1997, similarly represents 40 weeks compared to 39 weeks in the prior year. Three and nine month periods ended October 4, 1997, also includes the results of operations of the Allsteel Inc. acquisition from June 17, 1997, date acquired. (2) Represents the pre-tax gain on the sale of Ring King Visibles, Inc., a wholly owned subsidiary (after-tax effect of $2.0 million, or $0.07 per share). (3) Net income and net income per share amounts for the three and nine month periods ended September 28, 1996, include a one-time federal and state income tax credit of $2.1 million, or $0.07 per share.
Unaudited Condensed Consolidated Statement of Cash Flows
Nine Months Ended (Dollars in thousands) Oct. 4, 1997 Sept. 28, 1996 ________________________________________________________________________________ Net cash flows from (to) operating activities $ 73,008 $ 58,615 Net cash flows from (to) investing activities (122,598) (18,081) Net cash flows from (to) financing activities 37,642 (22,345) _______________________________________________________________________________ Net increase (decrease) in cash and cash equivalents (11,948) 18,189 Cash and cash equivalents at beginning of period 31,196 32,231 ________________________________________________________________________________ Cash and cash equivalents at end of period $ 19,248 $ 50,420
Unaudited Condensed Consolidated Balance Sheet
Assets Liabilities and Shareholders' Equity (Dollars in thousands) As of As of Oct. 4, 1997 Dec. 28, 1996 Oct. 4, 1997 Dec. 28, 1996 ________________________________________________________________________________ Cash and cash Current equivalents $19,248 $31,196 liabilities $191,522 $152,553 ________________________________________________________________________________ Long-term Short-term and other investments 258 1,502 liabilities 156,280 91,468 ______________________________________________________________________________ Capital lease Receivables 166,496 109,095 obligations 5,484 6,320 _________________________________________________________________________________ Deferred Inventories 65,011 43,550 income taxes 19,389 10,726 _________________________________________________________________________________ Minority Deferred income interest in taxes 19,916 9,046 subsidiary - 50 _________________________________________________________________________________ Prepaid expenses and other current Total assets 15,713 11,138 liabilities 372,675 261,117 _________________________________________________________________________________ Capital stock 29,676 29,713 ______________________________________ Current assets 286,642 205,527 Paid-in capital 164 360 ___________________________________________________________________________________ Property and Retained equipment-net 305,678 234,616 earnings 274,330 227,365 ___________________________________________________________________________________ Receivable from HON Members Company Ownership Goodwill 53,253 51,213 Plan (5,041) (5,041) ___________________________________________________________________________________ Total shareholders' Other assets 26,231 22,158 equity 299,129 252,397 ___________________________________________________________________________________ Total liabilities and shareholders' Total assets $671,804 $513,514 equity $671,804 $513,514 ___________________________________________________________________________________
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