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 July 4, 1998 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 52761-7109 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code 319-264-7400 Indicate 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 July 4, 1998 Common Shares, $1 Par Value 61,683,334 shares Exhibit Index is on page 18. Page 1 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets -- July 4, 1998, and January 3, 1998 3-4 Condensed Consolidated Statements of Income -- Three Months Ended July 4, 1998, and June 28, 1997 5 Condensed Consolidated Statements of Income -- Six Months Ended July 4, 1998, and June 28, 1997 6 Condensed Consolidated Statements of Cash Flows -- Six Months Ended July 4, 1998, and June 28, 1997 7 Notes to Condensed Consolidated Financial Statements 8-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12-15 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 EXHIBIT INDEX 18 (27) Financial Data Schedule 19 Page 2 of 19 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS July 4, 1998 January 3, (Unaudited) 1998 ASSETS (In thousands) CURRENT ASSETS Cash and cash equivalents $ 29,605 $ 46,080 Short-term investments 265 260 Receivables 169,426 158,408 Inventories (Note B) 64,905 60,182 Deferred income taxes 13,849 14,391 Prepaid expenses and other current assets 9,327 15,829 Total Current Assets 287,377 295,150 PROPERTY, PLANT, AND EQUIPMENT, at cost Land and land improvements 10,649 10,059 Buildings 122,180 111,387 Machinery and equipment 355,644 333,216 Construction in progress 99,662 60,832 588,135 515,494 Less accumulated depreciation 187,747 174,464 Net Property, Plant, and Equipment 400,388 341,030 GOODWILL 110,175 98,720 OTHER ASSETS 23,270 19,773 Total Assets $821,210 $754,673 See accompanying notes to condensed consolidated financial statements. Page 3 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS July 4, 1998 January 3, (Unaudited) 1998 LIABILITIES AND SHAREHOLDERS' EQUITY (In Thousands) CURRENT LIABILITIES Accounts payable and accrued expenses $187,228 $183,738 Income taxes 6,535 8,133 Note payable and current maturities of long-term debt 2,496 2,545 Current maturities of other long-term obligations 2,641 6,343 Total Current Liabilities 198,900 200,759 LONG-TERM DEBT 150,462 123,487 CAPITAL LEASE OBLIGATIONS 10,384 11,024 OTHER LONG-TERM LIABILITIES 18,972 18,601 DEFERRED INCOME TAXES 21,687 19,140 SHAREHOLDERS' EQUITY (Note C) Capital Stock: Preferred, $1 par value; authorized 1,000,000 shares; no shares outstanding - - Common, $1 par value; authorized 200,000,000 shares; outstanding 61,683 61,659 1998 - 61,683,334 shares; 1997 - 61,659,316 shares Paid-in capital 56,555 55,906 Retained earnings 301,191 265,203 Accumulated other comprehensive income 2,475 (7) (Note F) Receivable from HON Members Company Ownership Plan (1,099) (1,099) Total Shareholders' Equity 420,805 381,662 Total Liabilities and Shareholders' Equity $821,210 $754,673 See accompanying notes to condensed consolidated financial statements. Page 4 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended July 4, June 28, 1998 1997 (In thousands, except per share data) Net sales $401,417 $296,567 Cost of products sold 278,107 200,969 Gross Profit 123,310 95,598 Selling and administrative expenses 83,213 64,303 Operating Income 40,097 31,295 Interest income 213 441 Interest expense 2,904 1,582 Income Before Income Taxes 37,406 30,154 Income taxes 14,027 11,307 Net Income $ 23,379 $ 18,847 Net income per common share (Note C) $ 0.38 $ 0.32 Average number of common shares outstanding 61,663,050 59,384,154 Cash dividends per common share $ 0.08 $ 0.07 See accompanying notes to condensed consolidated financial statements. Page 5 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Six Months Ended July 4, June 28, 1998 1997 (In thousands, except per share data) Net sales $819,680 $579,426 Cost of products sold 569,678 395,163 Gross Profit 250,002 184,263 Selling and administrative expenses 171,776 124,756 Operating Income 78,226 59,507 Interest income 648 852 Interest expense 5,511 3,135 Income Before Income Taxes 73,363 57,224 Income taxes 27,511 21,459 Net Income $ 45,852 $ 35,765 Net income per common share (Note C) $ 0.74 $ 0.60 Average number of common shares outstanding 61,655,604 59,391,988 Cash dividends per common share $ 0.16 $ 0.14 See accompanying notes to condensed consolidated financial statements. Page 6 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended July 4, June 28, 1998 1997 (In thousands) Net Cash Flows From (To) Operating Activities: Net income $ 45,852 $ 35,765 Noncash items included in net income: Depreciation and amortization 24,650 15,084 Other postretirement and postemployment benefits 49 686 Deferred income taxes 3,090 1,234 Other - net (24) 12 Net increase (decrease) in noncash operating assets and liabilities (13,530) (6,674) Increase (decrease) in other liabilities (751) (2,356) Net cash flows from operating activities 59,336 43,751 Net Cash Flows From (To) Investing Activities: Capital expenditures - net (80,016) (34,222) Acquisition spending, net of cash acquired (11,310) (66,292) Short-term investments - net (4) 446 Long-term investments (8) 1,045 Other - net 4 (194) Net cash flows (to) investing activities (91,334) (99,217) Net Cash Flows From (To) Financing Activities: Purchase of HON INDUSTRIES common stock (1,387) (2,535) Proceeds from long-term debt 45,781 100,000 Payments of note and long-term debt (21,064) (42,249) Proceeds from sales of HON INDUSTRIES common stock to members and stock-based compensation 2,061 1,505 Dividends paid (9,868) (8,314) Net cash flows from (to) financing activities 15,523 48,407 Net increase (decrease) in cash and cash equivalents (16,475) (7,059) Cash and cash equivalents at beginning of period 46,080 31,196 Cash and cash equivalents at end of period $ 29,605 $ 24,137 See accompanying notes to condensed consolidated financial statements. Page 7 of 19 HON INDUSTRIES Inc. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) July 4, 1998 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 six-month period ended July 4, 1998, are not necessarily indicative of the results that may be expected for the year ending January 2, 1999. 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 January 3, 1998. Note B. Inventories Inventories of the Company and its subsidiaries are summarized as follows: July 4, 1998 January 3, ($000) (Unaudited) 1998 Finished products $26,411 $26,352 Materials and work in process 51,505 48,186 LIFO Allowance (13,011) (14,356) $64,905 $60,182 Note C. Shareholders' Equity The Board of Directors approved a two-for-one common stock split in the form of a 100 percent stock dividend, paid on March 27, 1998, to shareholders of record on March 6, 1998. All reported net income per share and share outstanding amounts have been adjusted to retroactively reflect the split. Note D. Business Combinations During June 1998, the Company finalized its purchase price allocation for the stock purchase of Allsteel Inc. Page 8 of 19 The final purchase price and allocation for the Allsteel Inc. acquisition is shown below: (In Millions) Purchase Price $66.0 Final Allocation of Purchase Price: Working capital, other than cash 24.3 Property, plant, and equipment 38.4 Goodwill 9.9 Other liabilities 6.6 The Company acquired Aladdin Steel Products Inc. on February 20, 1998. The transaction has been accounted for under the purchase method. The cash purchase price and preliminary allocation is shown below: (In Millions) Purchase Price $10.2 Preliminary Allocation of Purchase Price: Working capital, other than cash .3 Property, plant, and equipment 1.8 Goodwill 8.1 Assuming the acquisition of Allsteel Inc., Bevis Custom Furniture Inc., Panel Concepts Inc., and Aladdin Steel Products Inc. occurred on December 29, 1996, the beginning of the Company's 1997 fiscal year, instead of June 17, 1997, November 13, 1997, December 1, 1997, and February 20, 1998, when they actually occurred, the Company's pro forma consolidated net sales for the second quarter ended June 28, 1997 would have been approximately $347.6 million instead of the reported $296.6 million. Pro forma consolidated net sales for the six months ended June 28, 1997, would have been approximately $689.1 million instead of the reported $579.4 million. Pro forma consolidated net income and net income per share for the second quarter and first six months of 1997 would not have been materially different from the reported amounts. Note E. New Accounting Standards The Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share and SFAS No. 129, Disclosure of Information about Capital Structure, as of January 3, 1998, year-end 1997. Their adoption had no material effect on financial condition or results of operations. Note F. Comprehensive Income The Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, as of January 4, 1998, the beginning of its 1998 fiscal year. In its first fiscal quarter ended April 4, 1998, the adoption of SFAS No. 130 had no material effect on financial condition or results of operations. The only comprehensive income transactions during the quarter were nominal foreign currency adjustments recorded under SFAS No. 52, Foreign Currency Translation. Page 9 of 19 In its second fiscal quarter ended July 4, 1998, the Company converted a private equity securities investment held as a long- term investment to newly issued publicly traded securities following an initial public offering by the issuer. As a result of this conversion, the securities automatically became securities available-for-sale under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The Company anticipates selling the new securities at such time as it believes they are fairly valued. The current comprehensive income effect of the unrealized holding gain on these equity securities and on-going nominal foreign currency translation adjustments, for the three- and six-month periods ended July 4, 1998, is approximately $2,481,000 and $2,482,000, respectively. Note G. Reclassifications Certain prior year information has been reclassified to conform to the current year presentation. Note H. Business Segment Information The Company adopted Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an Enterprise and Related Information, effective with its 1998 fiscal year beginning January 4, 1998. This segment disclosure is essentially unchanged from the format used by the Company historically in complying with SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, and No. 30, Disclosures of Information about Major Customers. That is, 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 products segment manufactures and markets a broad line of manufactured gas-, pellet-, and wood-burning fireplaces and stoves, fireplace inserts, and chimney systems principally for the home. For purposes of segment reporting, intercompany sales transfers between segments are not material and operating profit is income before income taxes exclusive of certain unallocated corporate expenses. These unallocated corporate expenses include the net costs 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 income 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. Page 10 of 19 Reportable segment data reconciled to the consolidated financial statements for the three month and six month period ended July 4, 1998, and June 28, 1997, is as follows: Three Months Ended Six Months Ended July 4, June 28, July 4, June 28, 1998 1997 1998 1997 (In thousands) Net Sales: Office furniture $343,493 $244,725 $710,329 $484,363 Hearth products 57,924 51,842 109,351 95,063 $401,417 $296,567 $819,680 $579,426 Operating Profit: Office furniture $ 39,295 $ 29,663 $ 75,958 $ 58,211 Hearth products 6,725 6,604 9,656 8,658 Total operating profit 46,020 36,267 85,614 66,869 Unallocated corporate expenses (8,614) (6,113) (12,251) (9,645) Income before income taxes $ 37,406 $ 30,154 $ 73,363 $ 57,224 Identifiable Assets: Office furniture $606,765 $437,737 Hearth products 150,645 135,320 General corporate 63,800 62,335 $821,210 $635,392 Depreciation & Amortization Expense: Office furniture $ 10,093 $ 5,853 $ 19,743 $ 11,319 Hearth products 2,318 1,447 4,260 3,079 General corporate 328 345 647 686 $ 12,739 $ 7,645 $ 24,650 $ 15,084 Capital Expenditure, Net: Office furniture $ 34,058 $ 12,630 $ 69,752 $ 26,666 Hearth products 4,415 3,048 8,941 7,259 General corporate 1,476 132 1,323 297 $ 39,949 $ 15,810 $ 80,016 $ 34,222 Page 11 of 19 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 Increases (Decreases) Three Months Ended Six Months Ended Three Months Ended Dollars in Thousands July 4, 1998 & July 4, 1998 & July 4, 1998 & June 28, 1997 June 28, 1997 April 4, 1998 Net sales $104,850 35.4% $240,254 41.5% $(16,846) (4.0)% Cost of products sold 77,138 38.4 174,515 44.2 (13,464) (4.6) Selling & Administrative expenses 18,910 29.4 47,020 37.7 (5,350) (6.0) Interest income (228)(51.7) (204)(23.9) (222)(51.0) Interest expense 1,322 83.6 2,376 75.8 297 11.4 Income taxes 2,720 24.1 6,052 28.2 543 4.0 Net income 4,532 24.0 10,087 28.2 906 4.0 All per share information in this report reflects a two-for-one stock split in the form of a 100% stock dividend effective March 27, 1998. The Company reported its tenth consecutive quarterly record net sales and earnings. Consolidated net sales for the second quarter ended July 4, 1998, were $401.4 million, up 35.4%, compared to $296.6 million for the same quarter a year ago. For second quarter 1998, net income increased 24.0% to $23.4 million, compared to $18.8 million in 1997. Net income per share for the quarter rose to $0.38 per diluted share, an increase of 18.8% from $0.32 per diluted share earned in second quarter 1997. For the first six months of 1998, consolidated net sales rose 41.5% to $819.7 million from $579.4 million last year. Net income was $45.9 million, up 28.2% from $35.8 million in the first half of 1997. Earnings per share for the six months were $0.74, an increase of 23.3% compared to $0.60 in 1997. Earnings per share for both the second quarter and six-month period of 1998 reflect the addition of 2,300,000 shares of common stock issued in fourth quarter 1997 under a primary offering. The Company experienced strong growth in both its value-priced office furniture and hearth products core business segments. It is continuing to outperform industry sales estimates for both office furniture and hearth products. Acquisitions completed during 1997 and 1998 also contributed to current quarterly and six-month results of operations. See Note D. Business Combinations for related pro forma data. The office furniture trade association is currently estimating the overall U.S. office furniture industry grew 10% in the first half of 1998. The Company believes that the hearth products industry has grown at a comparable rate. Page 12 of 19 Second quarter 1998 office furniture net sales represented 86% of total quarterly net sales and contributed 85% of operating profit before unallocated corporate expenses. Hearth product sales made up the balance of net sales and operating profit. The Company's strategies to offer customers innovative products and superior service, coupled with a commitment to operational excellence through a Rapid Continuous Improvement (RCI) program, are believed to be contributing to its strong sales growth. The quick delivery of a broad selection of quality, value-priced products is a key driver to increasing orders. Consolidated gross profit margins improved from 30.3% in the first quarter of 1998 to 30.7% in the second quarter. This improvement is consistent with management's expectations. Margins have been reduced in the short-term as acquisitions are in various stages of integration, which is typically an eighteen- to twenty-four-month process with larger acquisitions. Integrations become complex endeavors often involving product-line rationalization, realignment of sales programs and support, implementation of production and capacity efficiencies, reduction of production cycle times, enhancement of product quality, and improvement of complete and on-time shipment of product. The Company has a goal of maintaining consolidated gross profit margins in the 31-32% range and expects to be approaching this goal by year-end 1998. Selling and administrative expenses continue to be a cost-reduction target. These costs were reduced to 20.7% of net sales for the second quarter from 21.2% in the first quarter of 1998. The Company expects to leverage these costs as sales grow; however, necessary increased costs to meet competitive conditions offset a portion of the efficiency and leveraging gains. Liquidity and Capital Resources As of July 4, 1998, cash and short-term investments increased to $29.9 million from $11.0 million at the end of first quarter 1998. Net cash flows from operations contributed to the improvement. Cash flow and working capital management are major focuses of management to ensure the Company is poised for continued future growth. Net capital expenditures for the second quarter and six-month period continue at an accelerated level. First quarter net expenditures were $40.1 million and $39.9 million in the second quarter for a total of $80.0 million compared to $34.2 million for the same six-month period in 1997. These expenditures are supporting new products, construction of new facility capacity, and cost reduction initiatives through the purchase and customization of production- related machinery and equipment. These investments were funded by a combination of cash reserves, cash from operations, and a revolving credit agreement. Page 13 of 19 On February 20, 1998, the Company completed an acquisition of the assets of Aladdin Steel Products Inc. located in Colville, Washington. Aladdin is a manufacturer of wood-, pellet-, and gas-burning stoves and inserts under the Quadra-Fire brand name with annual sales of approximately $16 million. A new division, Aladdin Hearth Products, has been formed under the Hearth Technologies Inc. operating company to manufacture and market the Company's Quadra-Fire, Arrow, and Dovre brand stoves. Please refer to Note D. Business Combinations for related information. On March 27, 1998, the Company paid a two-for-one stock split, in the form of a 100% stock dividend, to shareholders of record on March 6, 1998. Shareholders received one share of common stock for each share held on the record date. The Board of Directors declared a regular quarterly cash dividend of $0.08 per share on its common stock on May 11, 1998, to shareholders of record at the close of business on May 21. It was paid on June 1, 1998, and represented the 173rd consecutive dividend paid by the Company since its first shareholder dividend in 1955. The Company filed a Form 8-A on June 12, 1998, with the U.S. Securities and Exchange Commission to register its common stock and preferred share purchase rights in preparation for them being traded on the New York Stock Exchange (NYSE). Effective July 2, 1998, HON INDUSTRIES common stock began trading on the NYSE under the ticker symbol HNI. The Company's common stock previously had been traded on the NASDAQ National Market System under the symbol HONI. The move to the NYSE was initiated in the interest of the anticipated longer-term benefits to the Company's shareholders. Effective June 26, 1998, Harris Trust and Savings Bank, Chicago, Illinois, began serving as the Company's transfer agent and registrar of its common stock. For the six months ended July 4, 1998, the Company repurchased 43,795 post-split shares of its common stock at a cost of approximately $1.4 million or an average price of $31.16 per share. As of July 4, approximately $3.3 million of the Board's current repurchase authorization remained unspent. Year 2000 The Company is continuing to pursue a two-phase Year 2000 (Y2K) assessment and remediation program. Phase I is an internal assessment and remediation plan encompassing the critical functions of the business. This phase was launched in the fall of 1997, is ongoing, and is anticipated to be complete in the first quarter of 1999. Phase II consists of review and monitoring of the critical functions of the business using a third-party Y2K planning and assessment guide. Phase II is scheduled for rollout in August-September 1998 and targeted for completion in mid-1999. Assessment and remediation findings, to date, consist of Y2K business issues mostly concentrated with older computer hardware and software. While the Y2K assessment efforts are not complete, a significant number of the Company's computer business systems have been assessed and any remediation required has been completed Page 14 of 19 or is underway. Assessment of Y2K compliance with key suppliers, customers, and service providers is also part of both Phase I and Phase II plans. Based on efforts to date, the Company continues to believe its ultimate consolidated Y2K remediation cost will not be financially material and will be expensed or capitalized, depending upon its nature, as incurred. Management believes the Company's primary business risks, in the event of significant failure caused by the Y2K issue, would include, but not be limited to, delays in shipment of products or delivery of services leading to lost revenues, increased operating costs, loss of customers or suppliers, or other business interruptions of a material nature, as well as claims of mismanagement, misrepresentation, or breach of contract. No need for contingency planning has been identified at this point, but the Company is prepared to do so if and when such circumstances are identified. Looking Ahead Management's financial goals for fiscal year 1998 continue to be to achieve double-digit growth in both sales and earnings. Except for the historical information contained herein, the matters discussed in this Form 10-Q are forward-looking statements. Such forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements including but not limited to: competitive conditions, pricing trends in the office furniture and hearth products markets, acceptance of the Company's new product introductions, the overall growth rate of the office furniture and hearth products industries, the achievement of cost reductions and productivity in the Company's operations, the Company's ability to improve margins of acquired businesses, impact of future acquisitions, the Company's ability to identify and correct or implement contingency plans to deal with the Y2K issue, as well as the risks, uncertainties, and other factors described from time to time in the Company's SEC filings and reports. Page 15 of 19 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See Exhibit Index. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. Page 16 of 19 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. HON INDUSTRIES Inc. Dated: August 13, 1998 By /s/ David C. Stuebe David C. Stuebe Vice President and Chief Financial Officer By /s/ Melvin L. McMains Melvin L. McMains Controller Page 17 of 19 PART II. EXHIBITS EXHIBIT INDEX Page (27) Financial Data Schedule 19 Page 18 of 19