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 September 29, 2001March 30, 2002

  

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 Number 0-2648

  

HON INDUSTRIES Inc.

(Exact name of Registrant as specified in its charter)

  

Iowa

42-0617510

          (State or other jurisdiction of

                    (I.R.S. Employer

            incorporation or organization)

               Identification Number)

  

P. O. Box 1109, 414 East Third Street, Muscatine, Iowa 52761-0071

(Address of principal executive offices)

                                   (Zip Code)

  

Registrant's telephone number, including area code: 563/264-7400

  

Indicated by check mark whether the registrant (1) has filed all required reports 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

  

Class

Outstanding at September 29, 2001March 30, 2002

Common Shares, $1 Par Value

58,636,93358,909,508

 

 

HON INDUSTRIES Inc. and SUBSIDIARIES

  
  

INDEX

  

PART I.    FINANCIAL INFORMATION

 

Page

  

Item 1.    Financial Statements (Unaudited)

 
  

Condensed Consolidated Balance Sheets

 

SeptemberMarch 30, 2002, and December 29, 2001 and December 30, 2000

3-4

  

Condensed Consolidated Statements of Income

 

Three Months Ended September 29,March 30, 2002, and March 31, 2001 and September 30, 2000

5

Condensed Consolidated Statements of Income

Nine Months Ended September 29, 2001, and September 30, 2000

6

  

Condensed Consolidated Statements of Cash Flows

 

NineThree Months Ended September 29,March 30, 2002, and March 31, 2001 and September 30, 2000

76

  

Notes to Condensed Consolidated Financial Statements

8-107-10

  
  

Item 2.    Management's Discussion and Analysis of

 

               Financial Condition and Results of Operations

11-1310-12

  
  
  

PART II.    OTHER INFORMATION

  

Item 6.    Exhibits and Reports on Form 8-K

1413

  

SIGNATURES

1514

  

 

PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 29,

December 30,

March 30,

December 29,

2001

2000

2002

2001

(Unaudited)

(Unaudited)

ASSETS

(In thousands)

(In thousands)

CURRENT ASSETS

Cash and cash equivalents

$        40,918

$        3,181

$       69,589

$       78,838

Receivables

198,262

211,243

159,582

161,390

Inventories (Note B)

71,185

84,360

53,293

50,140

Deferred income taxes

18,481

19,516

15,376

14,940

Prepaid expenses and other current assets

11,893

11,841

12,144

14,349

Total Current Assets

340,739

330,141

309,984

319,657

PROPERTY, PLANT, AND EQUIPMENT, at cost

PROPERTY, PLANT, AND EQUIPMENT, at cost

PROPERTY, PLANT, AND EQUIPMENT, at cost

Land and land improvements

21,790

18,808

21,540

21,678

Buildings

212,658

202,189

209,057

212,352

Machinery and equipment

497,703

514,293

498,220

494,458

Construction in progress

20,484

27,547

12,886

14,247

752,635

762,837

741,703

742,735

Less accumulated depreciation

335,978

308,525

351,669

337,764

Net Property, Plant, and Equipment

416,657

454,312

390,034

404,971

GOODWILL

216,666

216,371

214,518

214,337

OTHER ASSETS

22,357

21,646

20,773

22,926

Total Assets

$       996,419

$    1,022,470

$      935,309

$      961,891

See accompanying Notes to Condensed Consolidated Financial Statements.

 

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

HON INDUSTRIES Inc. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

      September 29,

    December 30,

March 30,

December 29,

        2001

    2000

2002

2001

(Unaudited)

(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

(In thousands)

(In thousands)

CURRENT LIABILITIES

Accounts payable and accrued expenses

$   216,288

$   240,418

$   170,618

$   216,184

Accrued facilities closing and reorganization expense

4,751

122

Income taxes

21,283

12,067

10,145

6,112

Note payable and current maturities

Note payable and current maturities

Note payable and current maturities

of long-term debt

39,211

10,408

59,716

6,715

Current maturities of other long-term

Current maturities of other long-term

Current maturities of other long-term

obligations

745

1,853

948

1,432

Total Current Liabilities

282,278

264,868

241,427

230,443

LONG-TERM DEBT

79,611

126,093

26,107

79,570

CAPITAL LEASE OBLIGATIONS

1,699

2,192

820

1,260

OTHER LONG-TERM LIABILITIES

17,099

18,749

19,310

18,306

DEFERRED INCOME TAXES

40,430

37,226

40,351

39,632

SHAREHOLDERS' EQUITY

Capital Stock:

Preferred, $1 par value; authorized

Preferred, $1 par value; authorized

Preferred, $1 par value; authorized

2,000,000 shares; no shares outstanding

-

-

-

-

Common, $1 par value; authorized

200,000,000 shares; outstanding -

58,637

59,797

58,910

58,673

2001 - 58,636,933 shares;

2000 - 59,796,891 shares

2002 - 58,909,508 shares;

2001 - 58,672,933 shares

Paid-in capital

-

17,339

7,111

891

Retained earnings

516,336

495,796

541,090

532,555

Accumulated other comprehensive income

329

410

183

561

Total Shareholders' Equity

575,302

573,342

607,294

592,680

Total Liabilities and Shareholders' Equity

$   996,419

$ 1,022,470

$   935,309

$   961,891

See accompanying Notes to Condensed Consolidated Financial Statements.

 

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended

Three Months Ended

September 29,

September 30,

March 30,

March 31,

2001

2000

2002

2001

(In thousands, except

(In thousands, except

per share data)

per share data)

Net Sales

$  459,352

$  535,322

$  399,139

$  461,997

Cost of products sold

298,427

354,367

259,398

311,711

Gross Profit

160,925

180,955

139,741

150,286

Selling and administrative expenses

114,759

124,197

114,325

119,050

Operating Income

46,166

56,758

25,416

31,236

Interest income

509

493

635

222

Interest expense

1,884

3,796

1,215

2,922

Income Before Income Taxes

44,791

53,455

24,836

28,536

Income taxes

16,125

19,234

8,941

10,273

Net Income

$   28,666

$   34,221

$   15,895

$   18,263

Net income per common share

$0.48

$0.57

$0.27

$0.31

Average number of common shares outstanding

59,047,587

60,162,183

58,776,955

59,448,220

Cash dividends per common share

$0.12

$0.11

$0.125

$0.12

See accompanying Notes to Condensed Consolidated Financial Statements.

 

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

     Nine Months Ended

       September 29,

       September 30,

      2001

      2000

       (In thousands, except

     per share data)

Net Sales

$ 1,365,545

$ 1,526,494

Cost of products sold

902,927

1,027,625

  Gross Profit

462,618

498,869

Selling and administrative expenses

352,792

360,924

Restructuring and impairment charges

24,000

-

  Operating Income

85,826

137,945

Interest income

1,217

1,216

Interest expense

7,124

10,757

  Income Before Income Taxes

79,919

128,404

Income taxes

28,771

46,225

  Net Income

$    51,148

$    82,179

Net income per common share

$0.86

$1.37

Average number of common shares outstanding

59,233,573

60,164,179

Cash dividends per common share

$0.36

$0.33

See accompanying Notes to Condensed Consolidated Financial Statements.

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended

September 29,

September 30,

Three Months Ended

2001

2000

March 30,

March 31,

(In thousands)

2002

2001

(In thousands)

Net Cash Flows From (To) Operating Activities:

Net income

$    51,148 

$    82,179 

$    15,895

$    18,263

Noncash items included in net income:

Depreciation and amortization

61,777 

58,953 

17,148

20,583

Other postretirement and postemployment

benefits

1,249 

1,109 

529

246

Deferred income taxes

4,322 

1,091 

496

(1,734)

Asset impairment

16,200 

1,300

-

Other - net

64 

28 

217

-

Net increase (decrease) in noncash operating

assets and liabilities

12,483 

(25,866)

(40,437)

(18,321)

Increase (decrease) in other liabilities

(2,898)

(1,266)

476

626

Net cash flows from operating activities

144,345 

116,228 

(4,376)

19,663

Net Cash Flows From (To) Investing Activities:

Capital expenditures - net

(32,170)

(46,871)

(5,266)

(12,720)

Capitalized software

(109)

(261)

(22)

(12)

Acquisition spending

(8,632)

(134,688)

-

(6,332)

Long-term investments

(3)

1,910

-

Other - net

344 

311

(400)

Net cash flows (to) investing activities

(40,567)

(181,823)

(3,067)

(19,464)

Net Cash Flows From (To) Financing Activities:

Purchase of HON INDUSTRIES common stock

(35,059)

(7,807)

-

(19,825)

Proceeds from long-term debt

36,218 

155,059 

-

36,000

Payments of note and long-term debt

(54,389)

(74,491)

(903)

(1,294)

Proceeds from sales of HON INDUSTRIES common

stock to members and stock-based compensation

8,525 

9,068 

6,457

7,454

Dividends paid

(21,336)

(19,851)

(7,360)

(7,140)

Net cash flows from financing activities

(66,041)

61,978 

(1,806)

15,195

Net increase (decrease) in cash and

cash equivalents

37,737 

(3,617)

(9,249)

15,394

Cash and cash equivalents at beginning

of period

3,181 

22,168 

78,838

3,181

Cash and cash equivalents at end of period

$    40,918 

$    18,551 

$    69,589

$    18,575

See accompanying Notes to Condensed Consolidated Financial Statements.

HON INDUSTRIES Inc. and SUBSIDIARIES

NOTES OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 29, 2001March 30, 2002

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. 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 nine-monththree-month period ended September 29, 2001,March 30, 2002, are not necessarily indicative of the results that may be expected for the year ending December 29, 2001.28, 2002. For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended December 30, 2000.29, 2001.

Note B.  Inventories

Inventories of the Company and its subsidiaries are summarized as follows:

September 29, 2001

December 30,

($000)

(Unaudited)

2000

Finished products

$       51,781

$ 48,990

Materials and work in process

30,306

46,497

LIFO allowance

(10,902)

(11,127)

$       71,185

$ 84,360

Note B.  Inventories

Inventories of the Company and its subsidiaries are summarized as follows:

March 30, 2002

December 29,

($000)

(Unaudited)

2001

Finished products

$       36,490

$      33,280

Materials and work in process

26,464

26,469

LIFO allowance

(9,661)

(9,609)

$       53,293

$      50,140

Note C. Plant Shutdown

During the quarter ended March 30, 2002, the Company recorded costs of $3.9 million or $0.04 per diluted share for the shutdown of an office furniture facility in Jackson, Tennessee. Included in the costs were $1.3 million for asset impairments, $.7 million for severance payments, $.3 million for other employee related costs and $1.6 million for certain other expenses associated with the closing of the facility. The Company expects to realize savings during 2002 equal to the costs incurred in closing the facility.

Note D. Restructuring and Impairment Charge

During the quarter ended June 30, 2001, the Company recorded a pretax charge of $24.0 million or $0.26 per diluted share for a restructuring plan that involvesinvolved consolidating physical facilities, discontinuing low volume product lines, and reductions of workforce. Included in this charge iswas the closedown of three of its office furniture facilities located in Williamsport, Pennsylvania, Tupelo, Mississippi, and Santa Ana, California. The charge includesincluded $16.2 million of asset impairments per Financial Accounting Standards Board Statement 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The remaining $7.8 million of restructuring expenses.

Approximately $5.8 million of pretax exit costs have been paid and charged against the charge is classified as restructuring expenses in accordance with EITF 94-3 of the Financial Accounting Standards Board and Staff Accounting Bulleting (SAB 100) of the Securities and Exchange Commission. Included in the $7.8 million is $3.1liability. This included $2.5 million for severance arising from the elimination of approximately 600for 493 plant member positions, $.8$0.5 million for other employeemember related costs and $3.9$2.8 million for certain other expenses associated with the closing of facilities.

During the nine month period ended September 29, 2001, $3.2 million of pretax exit The primary costs were paid and charged against the liability. It included $1.8 million for severance for 324 positions, $.2 million for other employee relatednot yet incurred relate to costs and $1.2 million for certain other expenses associated with the closing of facilities.

Note D. Business Combinations

The Company completedclosed buildings. Management believes the acquisitions of three small hearth product distributors during the nine-month period ending September 29, 2001, for a total purchase price of approximately $7.6 million.

During the first quarter of 2001, management finalized its integration plan related to the acquisition of its Hearth Services division. Costs related to severance and consolidation of facilities of approximately $2.4 million have been recorded and reflected as an adjustment to goodwill. Of this amount, $1.3 million has been utilized as of September 29, 2001. Management expects these activitiesremaining reserve to be completed within the year. Final estimates did not have a material effect on the original liabilities established in connection with the purchase.adequate to cover these obligations.

Note E. Comprehensive Income

The Company's comprehensive income consistsin 2001 consisted of an unrealized holding gain or loss on equity securities available-for-sale under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and nominal foreign currency adjustments. The Company sold the equity securities in first quarter 2002; therefore, comprehensive income in 2002 consists totally of foreign currency adjustments.

Note F. Goodwill - Adoption of Statement 142

The Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" on December 30, 2001, the beginning of its 2002 fiscal year. With the adoption of SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill is assessed for impairment by applying a fair-value-based test. The Company is in the process of assessing the impairment and does not believe there is an impairment.

The following schedule reports the adjusted net income for the goodwill amortization impact:

 

For Period Ended

 

March 30, 2002

March 31, 2001

   

Reported net income

$15,895

$18,263

Add back: Goodwill amortization

 

1,577

Adjusted net income

$15,895

$19,840

   

Basic and diluted earnings per share:

  

  Reported net income

$0.27

$0.307

  Goodwill amortization

 

0.027

  Adjusted net income

$0.27

$0.334

   

Note G. New Accounting Standards

The Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," on December 30, 2001, the beginning of its 2002 fiscal year. The adoption did not have an impact on the Company's financial statements.

The Company will be required to adopt Statement No. 143, "Accounting for Asset Retirement Obligations," on December 29, 2002, the beginning of its 2003 fiscal year. The adoption of SFAS No. 143 is not expected to have a material impact on the Company's financial statements.

Note H. Business Segment Information

Management views the Company as being 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 product 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 Company's corporate operations, interest income, and interest expense. Management views interest income and expense as corporate financing costs and not as 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.

No geographic information for revenues from external customers or for long-lived assets is disclosed inasmuch as the Company's primary market and capital investments are concentrated in the United States.

Reportable segment data reconciled to the consolidated financial statements for the three-month and nine-month period ended September 29,March 30, 2002, and March 31, 2001, and September 30, 2000, is as follows:

Three Months Ended

Nine Months Ended

September 29,

September 30,

September 29,

September 30,

2001

2000

2001

2000

(In thousands)

Net Sales:

Office furniture

$ 353,138

$ 434,006

$ 1,058,225

$ 1,240,975

Hearth products

106,214

101,316

307,320

285,519

$ 459,352

$ 535,322

$ 1,365,545

$ 1,526,494

Operating Profit:

Office furniture

Normal operations

$ 41,223

$ 54,458

$ 106,113

$ 133,870

Restructuring and impairment charges

-

-

(22,500)

-

Office Furniture - net

41,223

54,458

83,613

133,870

Hearth products

Normal operations

12,277

9,128

25,034

19,371

Restructuring and impairment charges

-

-

(1,500)

-

Hearth products - net

12,277

9,128

23,534

19,371

Total operating profit

53,500

63,586

107,147

153,241

Unallocated corporate expense

(8,709)

(10,131)

(27,228)

(24,837)

Income before income taxes

$ 44,791

$ 53,455

$ 79,919

$ 128,404

Identifiable Assets:

Office furniture

$ 574,858

$ 661,477

Hearth products

340,921

341,008

General corporate

80,640

72,380

$ 996,419

$ 1,074,865

Depreciation & Amortization Expense:

Office furniture

$ 14,957

$ 14,960

$ 44,711

$ 44,214

Hearth products

5,028

4,665

15,314

13,226

General corporate

593

496

1,752

1,513

$ 20,578

$ 20,121

$ 61,777

$ 58,953

Capital Expenditure, Net:

Office furniture

$ 6,477

$ 11,565

$ 25,453

$ 28,811

Hearth products

1,161

4,236

5,683

14,494

General corporate

611

1,419

1,034

3,566

$ 8,249

$ 17,220

$ 32,170

$ 46,871

Note G.  New Accounting Standards

The Financial Accounting Standards Board finalized Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations,"  and No. 142, "Goodwill and Other Intangible Assets," on June 30, 2001.  The Company will be required to adopt both statements on December 30, 2001, the beginning of its 2002 fiscal year.

SFAS No. 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method of accounting.  With the adoption of SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life.  Rather, goodwill will be assessed for impairment by applying a fair-value-based test.  The Company does not anticipate recognizing any impairment of goodwill upon adoption.  The Company will stop recording, on an annual basis, approximately $9 million of goodwill amortization upon adoption.

The Financial Accounting Standards Board finalized SFAS No. 143, "Accounting for Asset Retirement Obligations," on August 15, 2001, and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," on October 3, 2001.  The Company will be required to adopt Statement No. 143 on December 29, 2002, the beginning of its 2003 fiscal year and Statement No. 144 on December 30, 2001, the beginning of its 2002 fiscal year.  The adoption of SFAS No. 143 and SFAS No. 144 is not expected to have a material impact on the Company's financial statements.

 

Three Months Ended

March 30,

March 31,

2002

2001

Net Sales:

   Office furniture

$  300,221

$  366,509

   Hearth products

98,918

95,488

$  399,139

$  461,997

Operating Profit:

   Office furniture

$    24,248

$    32,524

   Hearth products

6,505

3,238

      Total operating profit

30,753

35,762

   Unallocated corporate expense

(5,917)

(7,226)

      Income before income taxes

$    24,836

$    28,536

Identifiable Assets:

   Office furniture

$  512,194

$  590,319

   Hearth products

308,734

340,380

   General corporate

114,381

66,203

$  935,309

$  996,902

Depreciation & Amortization Expense:

   Office furniture

$    12,291

$    14,877

   Hearth products

3,309

5,126

   General corporate

1,548

580

$    17,148

$    20,583

Capital Expenditure, Net:

   Office furniture

$      4,152

$      9,716

   Hearth products

920

2,922

   General corporate

194

82

$      5,266

$    12,720

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

A summary of the period-to-period changes in the principal items included in the Condensed Consolidated Statements of Income is shown below:

Comparison of

Comparison of

Increases (Decreases)

Increases (Decreases)

Three Months Ended

Nine Months Ended

Three Months Ended

Increases (Decreases)

Three Months Ended

    Three Months Ended

Dollars in Thousands

Dollars in Thousands

September 29, 2001 &

September 29, 2001

&

September 29, 2001 &

Dollars in Thousands

March 30, 2002 &

    March 30, 2002 &

September 30, 2000

September 30, 2000

June 30, 2001

March 31, 2001

    December 29, 2001

Net Sales

Net Sales

$ (75,970)

(14.2)

%

$(160,949)

(10.5)

%

$ 15,156

3.4

%

Net Sales

$(62,858)

(13.6)

%

$(27,754)

(6.5)

%

Cost of products sold

Cost of products sold

(55,940)

(15.8)

(124,698)

(12.1)

5,638

1.9

Cost of products sold

(52,313)

(16.8)

(18,815)

(6.8)

Selling & administrative

expenses

(9,438)

(7.6)

(8,132)

(2.3)

(4,224)

(3.6)

Restructuring and impairment charges

-

 

 

 

24,000

 

 

 

(24,000)

 

 

 

Selling & administrative expenses

Selling & administrative expenses

(4,725)

(4.0)

2,911

2.6

Interest income

Interest income

16

3.2

1

0.1

23

4.7

Interest income

413

186.0

135

27.0

Interest expense

Interest expense

(1,912)

(50.4)

(3,633)

(33.8)

(434)

(18.7)

Interest expense

(1,707)

(58.4)

(209)

(14.7)

Income taxes

Income taxes

(3,109)

(16.2)

(17,454)

(37.8)

13,752

579.5

Income taxes

(1,332)

(13.0)

(4,142)

(31.7)

Net Income

Net Income

(5,555)

(16.2)

(31,031)

(37.8)

24,447

579.5

Net Income

(2,368)

(13.0)

(7,364)

(31.7)

Consolidated net sales for the thirdfirst quarter ending September 29, 2001,March 30, 2002, were $459.4$399.1 million, a 14.2%13.6% decrease from the $535.3$462.0 million in the thirdfirst quarter of 2000.2001 due to lower sales volume caused by the continued softness in the office furniture industry. Net income was $28.7$15.9 million, a decrease of 16.2% from $34.2compared to $18.3 million over the same period in 2000. Net income per share for the quarter was $0.48 per diluted share, a decrease of 15.8% from $0.57 per diluted share earned in third quarter 2000.

For the first nine months of 2001, consolidated net sales decreased 10.5% to $1.4 billion from $1.5 billion last year. Net income was $66.5 million or $1.12 per share, excluding an after-tax restructuring charge of $15.4 million or $0.26 per share, taken in second quarter 2001 to better align the Company's permanent cost structure. Earnings per share before the one-time charge were down 18.2% from $1.37 for the same period a year ago. Net income after the restructuring chargeper common share for first quarter 2002 was $51.1 million or $0.86$0.27 per share.diluted share, a 12.9% decrease from $0.31 per share in first quarter 2001.

For the thirdfirst quarter of 2001,2002, office furniture comprised 77%75% of consolidated net sales and hearth products comprised 23%25%. Net sales for office furniture were down 18.6%18.1%. Sales were down in all three office furniture sectors - - retail, commercial and contract. The Business and Institutional Furniture Manufacturer's Association (BIFMA) reported shipments down 30 percent for the first two months of 2002. Hearth products sales increased 4.8%3.6% for the quarter, compared to the same quarter a year ago. Office furniture contributed 77%79% of thirdfirst quarter 20012002 consolidated operating profit before unallocated corporate expenses and hearth products contributed 23%21%.

The consolidated gross profit margin for the thirdfirst quarter of 2001 increased to a new quarterly record of2002 was 35.0% compared to 33.8%32.5% for the same period in 2000. This increase2001. The improvement in margin wasgross profit margins is due to improvednew product introductions and the Company's continued cost containment, rapid continuous improvement (RCI), and business simplification.simplification initiatives. Both segments experienced improved margins.

Selling and administrative expenses for the thirdfirst quarter of 20012002 were 25.0%28.6% of net sales, compared to 23.2%25.8% in the comparable quarter of 2000. This increase was due to lower overall sales volume.2001. Actual selling and administrative dollars for the quarter decreased 7.6%4.0 percent or $9.4 million.

During$4.7 million compared to the same quarter ended June 30, 2001, the Company recorded a pretax charge of $24.0 million or $0.26 per diluted share for a restructuring plan that involves consolidating physical facilities, discontinuing low volume product lines, and reductions of workforce.last year. Included in this charge isselling and administrative expenses in 2002 were $3.9 million of costs due to the closedownshutdown of three of itsan office furniture facilities locatedfacility in Williamsport, Pennsylvania, Tupelo, Mississippi, and Santa Ana, California. The charge included $16.2Jackson, Tennessee. Included in the $3.9 million related towas $1.3 million for asset impairments, and $7.8 million was provided to cover restructuring expenses. Restructuring spending during the nine-month period included $1.8$.7 million for severance, for 324 positions, $.2$.3 million for other employee related costs, and $1.2$1.6 million for certain other expenses associated with the closing of facilities.the facility. The Company expects to realize savings during 2002 equal to the costs incurred in closing the facility. Selling and administrative expenses also included approximately $2 million of additional bad debt expense in first quarter 2002 due to the deterioration in the financial condition of a few customers. First quarter 2001 included approximately $2.5 million of goodwill amortization that is not included in 2002 due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," on December 30, 2001, the beginning of the Company's 2002 fiscal year.

Liquidity and Capital Resources

As of September 29, 2001,March 30, 2002, cash and short-term investments increaseddecreased to $40.9$69.6 million, compared to a $3.2$78.8 million balance at year-end 2000. Net cash flows from operations contributed to2001. The annual payment of marketing programs and the improvement.annual funding of the Company's retirement plan were the main causes of the decrease in cash. Cash flow and working capital management are major focuses of management to ensure the Company is poised for growth.

Net capital expenditures for the first nine monthsquarter of 20012002 were $32.2$5.3 million and primarily represent investment in new, more efficient machinery and equipment. These investments were funded by a combination of cash reserves, cash from operations andoperations.

On February 13, 2002, the Board approved a revolving credit agreement.

During4.2% increase in the first quarter of 2001, the Company completed the acquisition of three small hearth products distributors for a total purchase price of approximately $7.6 million.

The Board of Directors declared a regularcommon stock quarterly cash dividend offrom $0.12 per share to $0.125 per share. The dividend was paid on its common stock on August 6, 2001,March 1, 2002, to shareholders of record aton February 22, 2002. This was the close of business on August 16, 2001. It was paid on August 31, 2001, and represented the 186188th consecutive quarterly dividend paid by the Company.

For the first nine months ended September 29, 2001, theThe Company repurchased 1,472,937 sharesdid not repurchase any of its common stock at a costduring the first quarter of approximately $35.1 million or an average price of $23.80 per share.2002. As of September 29, 2001,March 30, 2002, approximately $78.6 million of the Board's current repurchase authorization remained unspent.

Looking Ahead

The Company anticipates that the remainder of 2001 willsecond quarter to be challenging in both sales and profits due to the current economic and political environment. The Companycontinued slowdown in the office furniture industry. DRI-WEFA, BIFMA's forecasting consultant, is focused on optimizing their 2001 performance, while continuingprojecting the office furniture industry to follow their long-term value creation strategies.be down over 15 percent in the second quarter of 2002 compared to the same quarter last year.

Statements in this report that are not strictly historical, including statements as to plans, objectives, and future financial performance, are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks, which may cause the Company's actual results in the future to differ materially from expected results. These risks include, among others: the Company's ability to realize financial benefits from simplifying its business and reducing its cost structure,containment and business simplification initiatives, to realize the savings from its closing of the Jackson, Tennessee, facility, to achieve expected financial benefit from its contract sector strategy, to introduce and obtain sales at improved gross margins from new products;products, and other factors described in the Company's annual and quarterly reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q.

 

PART II.     OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

    1. Exhibits. None
    2. Reports on Form 8-K. No reports on Form 8-K were filed during the
      quarter for which this report is filed.

 

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.

 

Dated: November 8, 2001May 1, 2002                                                  HON INDUSTRIES Inc.

                                                                                By:    /s/ Jerald K. Dittmer

                                                                                        Jerald K. Dittmer
                                                                                        Vice President and CFO