e10vq
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
November 27,
2009
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from
to
Commission File Number
1-13873
STEELCASE INC.
(Exact name of registrant as
specified in its charter)
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Michigan
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38-0819050
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(State or other jurisdiction
of incorporation or
organization)
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(I.R.S. employer identification
no.)
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901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive
offices)
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49508
(Zip
Code)
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(Registrants telephone
number, including area code)
(616) 247-2710
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
Company o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of January 4, 2010, Steelcase Inc. had
78,353,210 shares of Class A Common Stock and
54,518,052 shares of Class B Common Stock outstanding.
STEELCASE INC.
FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 27, 2009
INDEX
PART I
FINANCIAL INFORMATION
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Item 1.
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Financial
Statements:
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Three Months Ended
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Nine Months Ended
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November 27,
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November 28,
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November 27,
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November 28,
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2009
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2008
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2009
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2008
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Revenue
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$
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616.1
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$
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811.3
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$
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1,739.8
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$
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2,528.9
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Cost of sales
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436.1
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583.4
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1,226.2
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1,755.8
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Restructuring costs
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2.5
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3.8
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15.5
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17.3
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Gross profit
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177.5
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224.1
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498.1
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755.8
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Operating expenses
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160.4
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208.2
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480.0
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654.4
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Restructuring costs
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2.3
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0.9
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9.5
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3.6
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Operating income
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14.8
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15.0
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8.6
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97.8
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Interest expense
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(4.5
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)
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(4.3
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(13.5
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(12.8
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Other income (expense), net
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(2.7
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)
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(1.3
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(0.8
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4.3
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Income (loss) before income tax expense (benefit)
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7.6
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9.4
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(5.7
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)
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89.3
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Income tax expense (benefit)
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7.6
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9.0
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(5.7
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35.3
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Net income
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$
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$
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0.4
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$
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$
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54.0
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Earnings per share:
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Basic
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$
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0.00
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$
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0.00
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$
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0.00
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$
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0.40
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Diluted
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$
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0.00
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$
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0.00
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$
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0.00
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$
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0.40
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Dividends declared and paid per common share
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$
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0.04
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$
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0.15
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$
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0.16
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$
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0.45
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See accompanying notes to the condensed consolidated financial
statements.
1
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(Unaudited)
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November 27,
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February 27,
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2009
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2009
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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114.1
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$
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117.6
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Short-term investments
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69.4
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76.0
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Accounts receivable, net
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274.2
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280.3
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Inventories
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116.5
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129.9
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Other current assets
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124.2
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147.6
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Total current assets
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698.4
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751.4
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Property and equipment, net
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439.7
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433.3
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Company-owned life insurance
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207.1
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171.6
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Goodwill
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188.0
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181.1
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Other intangible assets, net
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26.0
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29.6
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Other assets
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187.7
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183.0
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Total assets
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$
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1,746.9
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$
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1,750.0
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LIABILITIES AND SHAREHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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169.8
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$
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174.6
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Short-term borrowings and current maturities of long-term debt
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8.1
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4.9
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Accrued expenses:
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Employee compensation
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108.7
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141.8
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Employee benefit plan obligations
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17.1
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38.0
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Other
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175.0
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160.3
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Total current liabilities
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478.7
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519.6
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Long-term liabilities:
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Long-term debt less current maturities
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294.2
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250.8
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Employee benefit plan obligations
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167.8
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164.4
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Other long-term liabilities
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62.8
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82.4
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Total long-term liabilities
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524.8
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497.6
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Total liabilities
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1,003.5
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1,017.2
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Shareholders equity:
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Common stock
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54.7
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59.8
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Additional paid-in capital
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9.6
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4.7
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Accumulated other comprehensive income (loss)
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9.8
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(22.5
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)
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Retained earnings
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669.3
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690.8
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Total shareholders equity
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743.4
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732.8
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Total liabilities and shareholders equity
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$
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1,746.9
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$
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1,750.0
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See accompanying notes to the condensed consolidated financial
statements.
2
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Nine Months Ended
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November 27,
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November 28,
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2009
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2008
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OPERATING ACTIVITIES
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Net income
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$
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$
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54.0
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Depreciation and amortization
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55.6
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67.5
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Changes in cash surrender value of company-owned life insurance
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(35.5
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26.5
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Changes in accounts receivable, net, inventories and accounts
payable
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32.7
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(20.3
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Changes in other operating assets and liabilities
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(69.1
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(31.8
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Other, net
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(2.9
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)
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15.8
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Net cash provided by (used in) operating activities
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(19.2
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111.7
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INVESTING ACTIVITIES
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Capital expenditures
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(26.5
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(66.2
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Net liquidations (purchases) of short-term investments
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11.0
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(1.3
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Proceeds from disposal of fixed assets
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6.4
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4.8
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Business divestitures
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15.8
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Other, net
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2.1
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11.7
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Net cash used in investing activities
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(7.0
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(35.2
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FINANCING ACTIVITIES
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Borrowings of long-term debt
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47.0
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Dividends paid
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(21.5
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(60.7
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Common stock repurchases
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(4.3
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(59.0
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Other, net
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(2.0
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(0.3
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Net cash provided by (used in) financing activities
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19.2
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(120.0
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)
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Effect of exchange rate changes on cash and cash equivalents
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3.5
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(7.0
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Net decrease in cash and cash equivalents
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(3.5
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(50.5
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Cash and cash equivalents, beginning of period
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117.6
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213.9
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Cash and cash equivalents, end of period
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$
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114.1
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$
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163.4
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See accompanying notes to the condensed consolidated financial
statements.
3
STEELCASE INC.
(Unaudited)
The accompanying condensed consolidated financial statements
have been prepared in accordance with accounting principles
generally accepted in the United States of America
(GAAP) for interim financial information and with
the instructions in Article 10 of
Regulation S-X.
Accordingly, they do not include all of the information and
footnotes for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring
accruals and adjustments) considered necessary for a fair
presentation of the condensed consolidated financial statements
have been included. Results for interim periods should not be
considered indicative of results to be expected for a full year.
Reference should be made to the consolidated financial
statements contained in our Annual Report on
Form 10-K
for the fiscal year ended February 27, 2009
(Form 10-K).
The Condensed Consolidated Balance Sheet as of February 27,
2009 was derived from the audited Consolidated Balance Sheet
included in our
Form 10-K.
As used in this Report, unless otherwise expressly stated or the
content otherwise requires, all references to
Steelcase, we, our,
Company and similar references are to Steelcase Inc.
and its subsidiaries in which a controlling interest is
maintained. In addition, reference to a year relates to the
fiscal year, ended in February of the year indicated, rather
than the calendar year, unless indicated by a specific date.
Additionally, Q1, Q2, Q3 and Q4 reference the first, second,
third and fourth quarter, respectively, of the fiscal year
indicated. All amounts are in millions, except share and per
share data, data presented as a percentage or as otherwise
indicated.
Certain amounts in the prior years financial statements
have been reclassified to conform to the current years
presentation. In Q4 2009, we completed a review of certain
indirect manufacturing costs to improve the consistency of
classification of these costs across our business units and
reportable segments. Based on our analysis, we adjusted our 2009
results to conform to this presentation by increasing cost of
sales and decreasing operating expenses by $6.4 and $19.0 for
the three and nine months ended November 28, 2008,
respectively.
We have performed a review of subsequent events through the time
of filing of the Quarterly Report on
Form 10-Q
on January 5, 2010, and concluded there were no events or
transactions that occurred during this period that required
recognition or disclosure in our financial statements.
|
|
2.
|
NEW ACCOUNTING
STANDARDS
|
In Q3 2007, the Financial Accounting Standards Board
(FASB) issued a new accounting statement on fair
value measurements. This statement clarifies the definition of
fair value, establishes a framework for measuring fair value and
expands the disclosures of fair value measurements. In Q4 2008,
the FASB issued new guidance that delayed the effective date of
the fair value measurements statement for certain non-financial
assets and liabilities until fiscal years beginning after
November 15, 2008. We adopted the new accounting statement
for financial assets and liabilities beginning in Q1 2009, and
for non-financial assets and liabilities beginning in Q1 2010,
and it did not have a material impact on our consolidated
financial statements. See Note 6 for additional information.
In Q1 2010, the FASB issued additional guidance that addresses
the determination of fair values when there is no active market
or where the price inputs represent distressed sales. It also
reaffirms that the objective of fair value measurement is to
reflect an assets sale price in an orderly transaction at
the date of the financial statements. We adopted the new
guidance beginning in Q2 2010, and it did not have a material
impact on our consolidated financial statements. See Note 6
for additional information.
In Q1 2010, the FASB issued new guidance on interim disclosures
about fair value of financial instruments. The guidance enhances
consistency in financial reporting by increasing the frequency
of fair
4
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
value disclosures to a quarterly basis for any financial
instruments. We adopted the new guidance beginning in Q2 2010.
See Note 6 for additional information.
In Q2 2010, the FASB issued additional guidance on measuring
liabilities at fair value and reaffirmed the practice of
measuring fair value using quoted market prices when a liability
is traded as an asset. We adopted the new guidance beginning in
Q3 2010, and it did not have a material impact on our
consolidated financial statements. See Note 6 for
additional information.
In Q4 2008, the FASB issued a new accounting statement on
noncontrolling interests in consolidated financial statements.
This statement requires that the noncontrolling interest in the
equity of a consolidated subsidiary be accounted for and
reported as equity, provides revised guidance on the treatment
of net income and losses attributable to the noncontrolling
interest and changes in ownership interests in a subsidiary and
requires additional disclosures that identify and distinguish
between the interests of the controlling and noncontrolling
owners. We adopted the new accounting statement beginning in Q1
2010. As the amount of net income and interests of
noncontrolling owners are not material, we have not separately
presented such information in our condensed consolidated
financial statements for the periods presented.
|
|
|
Other-Than-Temporary
Impairments
|
In Q1 2010, the FASB issued new guidance on the recognition and
presentation of
other-than-temporary
impairments. The guidance was designed to create greater
consistency in the timing of impairment recognition and provide
greater clarity about the credit and noncredit components of
impaired debt securities that are not expected to be sold. We
adopted the new guidance beginning in Q2 2010, and it did not
have a material impact on our consolidated financial statements.
See Note 6 for additional information.
In Q2 2009, the FASB issued new guidance on determining whether
instruments granted in share-based payment transactions are
participating securities. The guidance clarifies that unvested
share-based payment awards that contain non-forfeitable rights
to dividends or dividend equivalents (whether paid or unpaid)
are considered participating securities and should be included
in the computation of earnings per share pursuant to the
two-class method. We adopted the new guidance in Q1 2010. Upon
adoption, we were required to retrospectively adjust earnings
per share data to conform to the provisions of the new guidance.
The application of the provisions of the new guidance did not
change earnings per share amounts for any of the periods
presented. See Note 4 for additional information.
|
|
|
Variable
Interest Entities
|
In Q2 2010, the FASB issued a new accounting statement which
changes the consolidation model for variable interest entities.
This statement requires companies to qualitatively assess the
determination of the primary beneficiary of a variable interest
entity (VIE) based on whether the entity
(1) has the power to direct matters that most significantly
impact the activities of the VIE and (2) has the obligation
to absorb losses or the right to receive benefits of the VIE
that could potentially be significant to the VIE. The new
accounting statement is effective Q1 2011. We are currently
evaluating the potential impact on our consolidated financial
statements.
|
|
3.
|
DECONSOLIDATION
OF DEALER
|
During Q3 2010, a consolidated variable interest dealer, which
received significant financial support from us, was purchased by
an independent third party. As a result, we deconsolidated the
dealer. The loss recognized upon deconsolidation was not
material. For the three months ended November 27,
5
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
2009, our Condensed Consolidated Statement of Operations
included $3.1 of revenue, $0.6 of gross profit, $1.3 of
operating expenses, $0.7 of operating loss and $0.7 of other
expense, net related to the consolidated dealer. For the nine
months ended November 27, 2009, our Condensed Consolidated
Statement of Operations included $8.0 of revenue, $2.2 of gross
profit, $3.3 of operating expenses, $1.1 of operating loss and
$0.2 of other expense, net related to the consolidated dealer.
During Q1 2010, we adopted the FASBs new guidance on the
determination of participating securities, which required us to
retrospectively adjust earnings per share data. As a result of
the adoption, we increased weighted average shares outstanding
for basic earnings per share and decreased the effect of
dilutive stock-based compensation for the three and nine months
ended November 28, 2008 by 0.2 million shares and
0.3 million shares, respectively. However, earnings
per share amounts did not change for any of the periods
presented.
Basic earnings per share is based on the weighted-average number
of shares of common stock outstanding during each period.
Diluted earnings per share also includes the effects of shares
and potential shares issued under our stock incentive plan.
However, for the three and nine months ended November 27,
2009 and November 28, 2008, diluted earnings per share does
not reflect the effects of 3.6 million options and
4.4 million options, respectively, because those potential
shares were not dilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Computation of Earnings per Share
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Net income
|
|
|
$
|
|
|
|
|
$
|
0.4
|
|
|
|
$
|
|
|
|
|
$
|
54.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding for basic earnings per share
(in millions)
|
|
|
|
132.8
|
|
|
|
|
133.8
|
|
|
|
|
133.0
|
|
|
|
|
134.8
|
|
Effect of dilutive stock-based compensation (in millions)
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted-average shares outstanding for diluted
earnings per share (in millions)
|
|
|
|
132.8
|
|
|
|
|
133.9
|
|
|
|
|
133.0
|
|
|
|
|
134.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
$
|
0.00
|
|
|
|
$
|
0.00
|
|
|
|
$
|
0.00
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
$
|
0.00
|
|
|
|
$
|
0.00
|
|
|
|
$
|
0.00
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares outstanding at period end (in millions)
|
|
|
|
132.9
|
|
|
|
|
133.7
|
|
|
|
|
132.9
|
|
|
|
|
133.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
Comprehensive income is comprised of net income and all changes
to shareholders equity except those due to investments by,
and distributions to, shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Three Months Ended
|
|
|
|
|
November 27, 2009
|
|
|
|
November 28, 2008
|
|
|
|
|
Before Tax
|
|
|
|
Tax (Expense)
|
|
|
|
Net of
|
|
|
|
Before Tax
|
|
|
|
Tax (Expense)
|
|
|
|
Net of
|
|
Comprehensive Income
|
|
|
Amount
|
|
|
|
Benefit
|
|
|
|
Tax Amount
|
|
|
|
Amount
|
|
|
|
Benefit
|
|
|
|
Tax Amount
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.4
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
$
|
12.2
|
|
|
|
$
|
|
|
|
|
|
12.2
|
|
|
|
$
|
(36.7
|
)
|
|
|
$
|
|
|
|
|
|
(36.7
|
)
|
Unrealized gain (loss) on investments, net
|
|
|
|
(0.8
|
)
|
|
|
|
0.3
|
|
|
|
|
(0.5
|
)
|
|
|
|
(0.5
|
)
|
|
|
|
0.2
|
|
|
|
|
(0.3
|
)
|
Minimum pension liability
|
|
|
|
(1.6
|
)
|
|
|
|
6.9
|
|
|
|
|
5.3
|
|
|
|
|
(1.3
|
)
|
|
|
|
0.5
|
|
|
|
|
(0.8
|
)
|
Derivative adjustments
|
|
|
|
(0.2
|
)
|
|
|
|
0.1
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9.6
|
|
|
|
$
|
7.3
|
|
|
|
|
16.9
|
|
|
|
$
|
(38.6
|
)
|
|
|
$
|
0.7
|
|
|
|
|
(37.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
37.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27, 2009
|
|
|
|
November 28, 2008
|
|
|
|
|
Before Tax
|
|
|
|
Tax (Expense)
|
|
|
|
Net of
|
|
|
|
Before Tax
|
|
|
|
Tax (Expense)
|
|
|
|
Net of
|
|
Comprehensive Income
|
|
|
Amount
|
|
|
|
Benefit
|
|
|
|
Tax Amount
|
|
|
|
Amount
|
|
|
|
Benefit
|
|
|
|
Tax Amount
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
54.0
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
$
|
32.0
|
|
|
|
$
|
|
|
|
|
|
32.0
|
|
|
|
$
|
(39.6
|
)
|
|
|
$
|
|
|
|
|
|
(39.6
|
)
|
Unrealized gain (loss) on investments, net
|
|
|
|
(2.9
|
)
|
|
|
|
1.1
|
|
|
|
|
(1.8
|
)
|
|
|
|
4.1
|
|
|
|
|
(1.5
|
)
|
|
|
|
2.6
|
|
Minimum pension liability
|
|
|
|
(5.6
|
)
|
|
|
|
7.7
|
|
|
|
|
2.1
|
|
|
|
|
(4.6
|
)
|
|
|
|
1.6
|
|
|
|
|
(3.0
|
)
|
Derivative adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
0.1
|
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
23.5
|
|
|
|
$
|
8.8
|
|
|
|
|
32.3
|
|
|
|
$
|
(40.4
|
)
|
|
|
$
|
0.2
|
|
|
|
|
(40.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments of $12.2 and $32.0 for
the three and nine months ended November 27, 2009,
respectively, reflect the impact on our condensed consolidated
financial statements of the changes in certain consolidated
foreign currency values (principally the euro, Canadian dollar
and British pound) relative to the U.S. dollar. As of
November 27, 2009, approximately 26% of our assets were
denominated in currencies other than the U.S. dollar, the
majority of which were denominated in euros. In Q3 2010, we
determined we had not appropriately recorded deferred income
taxes related to the minimum
7
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
pension liability associated with our 2005 adoption of the
accounting requirements related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003. Accordingly, we
recorded an adjustment to increase deferred income taxes by $6.0
with a corresponding amount to the minimum pension liability.
This adjustment was not considered material to our current
filing or any other prior period filing.
The carrying amounts of our financial instruments, consisting of
cash and cash equivalents, short-term investments, accounts and
notes receivable, foreign exchange forward contracts, accounts
and notes payable, short-term borrowings and certain other
liabilities, approximate their fair value due to their
relatively short maturities. Our long-term investments are
measured at fair value on the Condensed Consolidated Balance
Sheets. We carry our long-term debt at cost. The fair value of
our long-term debt was approximately $302 and $235 as of
November 27, 2009 and February 27, 2009, respectively.
The fair value of our long-term debt is measured using a
discounted cash flow analysis based on current market interest
rates for similar types of instruments.
We periodically use derivative financial instruments to manage
exposures to movements in interest rates and foreign exchange
rates. The use of these financial instruments modifies the
exposure of these risks with the intention to reduce our risk of
short-term volatility. We do not use derivatives for speculative
or trading purposes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 27, 2009
|
|
Fair Value of Financial Instruments
|
|
|
Level 1
|
|
|
|
Level 2
|
|
|
|
Level 3
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
114.1
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
114.1
|
|
Managed investment portfolio
|
|
|
|
64.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64.6
|
|
Auction rate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17.6
|
|
|
|
|
17.6
|
|
Available-for-sale
securities
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.3
|
|
Canadian asset-backed commercial paper restructuring notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.9
|
|
|
|
|
3.9
|
|
Privately-held equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
184.0
|
|
|
|
$
|
|
|
|
|
$
|
21.8
|
|
|
|
$
|
205.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts, net
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
(5.1
|
)
|
|
|
$
|
|
|
|
|
$
|
(5.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 27, 2009
|
|
Fair Value of Financial Instruments
|
|
|
Level 1
|
|
|
|
Level 2
|
|
|
|
Level 3
|
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
117.6
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
$
|
117.6
|
|
Managed investment portfolio
|
|
|
|
70.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.5
|
|
Auction rate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.5
|
|
|
|
|
21.5
|
|
Foreign exchange forward contracts, net
|
|
|
|
|
|
|
|
|
9.4
|
|
|
|
|
|
|
|
|
|
9.4
|
|
Available-for-sale
securities
|
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Canadian asset-backed commercial paper restructuring notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
3.3
|
|
Privately-held equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.0
|
|
|
|
|
1.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
193.2
|
|
|
|
$
|
9.4
|
|
|
|
$
|
25.8
|
|
|
|
$
|
228.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
Below is a roll-forward of assets and liabilities measured at
fair value using Level 3 inputs for the nine months ended
November 27, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canadian
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
Paper
|
|
|
|
Privately-
|
|
|
|
|
Auction Rate
|
|
|
|
Restructuring
|
|
|
|
Held Equity
|
|
Roll-Forward of Fair Value Using Level 3 Inputs
|
|
|
Securities
|
|
|
|
Notes
|
|
|
|
Investments
|
|
Balance as of February 27, 2009
|
|
|
$
|
21.5
|
|
|
|
$
|
3.3
|
|
|
|
$
|
1.0
|
|
Unrealized loss on investments
|
|
|
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary
impairments
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
(0.8
|
)
|
Currency translation adjustment
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
Purchases of investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of November 27, 2009
|
|
|
$
|
17.6
|
|
|
|
$
|
3.9
|
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
other-than-temporary
impairments recognized on our auction rate securities and
privately-held equity investments during the nine months ended
November 27, 2009 were recognized in Other income
(expense), net on the Condensed Consolidated Statement of
Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 27,
|
|
|
|
February 27,
|
|
Inventories
|
|
|
2009
|
|
|
|
2009
|
|
Raw materials
|
|
|
$
|
48.0
|
|
|
|
$
|
61.3
|
|
Work in process
|
|
|
|
14.3
|
|
|
|
|
15.9
|
|
Finished goods
|
|
|
|
78.3
|
|
|
|
|
79.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140.6
|
|
|
|
|
157.1
|
|
LIFO reserve
|
|
|
|
(24.1
|
)
|
|
|
|
(27.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
116.5
|
|
|
|
$
|
129.9
|
|
|
|
|
|
|
|
|
|
|
|
|
The portion of inventories determined by the LIFO method
aggregated $47.7 as of November 27, 2009 and $47.8 as of
February 27, 2009. During the nine months ended
November 27, 2009, a reduction in inventory quantities
resulted in a liquidation of applicable LIFO inventory
quantities carried at lower costs in prior years. This LIFO
liquidation resulted in a $1.1 decrease in the LIFO reserve,
along with additional deflationary impacts of $1.7 during the
nine months ended November 27, 2009.
|
|
8.
|
COMPANY-OWNED
LIFE INSURANCE
|
Investments in company-owned life insurance (COLI)
policies were made with the intention of utilizing them as a
long-term funding source for post-retirement medical benefits,
deferred compensation and supplemental retirement plan
obligations, which as of November 27, 2009 aggregated
approximately $165, with a related deferred tax asset of
approximately $70. However, the COLI policies do not represent a
committed funding source for these obligations. They are subject
to claims from creditors, and we can designate them to another
purpose at any time.
9
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
Following is a summary of COLI as of November 27, 2009 and
February 27, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ability to Choose
|
|
|
|
|
|
Target Asset
|
|
|
November 27,
|
|
|
|
February 27,
|
|
Type
|
|
|
Investments
|
|
|
Net Return
|
|
|
Allocation
|
|
|
2009
|
|
|
|
2009
|
|
Whole life insurance policies
|
|
|
No ability
|
|
|
A rate of return set periodically by the insurance companies
|
|
|
Not Applicable
|
|
|
$
|
108.2
|
|
|
|
$
|
103.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable life insurance policies
|
|
|
Can allocate across a set of choices provided by the insurance
companies
|
|
|
Fluctuates depending on performance of underlying investments
|
|
|
25% Fixed Income; 75% Equity
|
|
|
|
98.9
|
|
|
|
|
67.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
207.1
|
|
|
|
$
|
171.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and nine months ended November 27, 2009, the
net returns in cash surrender value, normal insurance expenses
and death benefit gains resulted in income of $5.3 and $35.9,
respectively. The allocation of COLI income or loss between
Cost of sales and Operating expenses in the
Condensed Consolidated Statements of Operations is consistent
with the costs associated with the long-term employee benefit
obligations that COLI is intended to fund.
During Q2 2010, we borrowed $47.0 at a floating interest rate
based on
30-day LIBOR
plus 3.35%. The loan has a term of seven years and requires
fixed monthly principal payments of $0.2 based on a
20-year
amortization schedule with a $30 balloon payment due in Q2 2017.
The loan is secured by our two corporate aircraft, contains no
financial covenants and is not cross-defaulted to our other debt
facilities.
On September 21, 2009, we amended our former $200 global
committed bank facility, scheduled to mature in Q2 2011. The
amendment reduced the facility to $125, deferred the calculation
of the maximum leverage ratio for Q2 2010 for purposes of
determining compliance with the leverage ratio covenant until
November 16, 2009 and required that revolving loans made
from the date of the amendment through November 16, 2009
shall be Floating Rate Loans and may not be Eurocurrency Rate
Loans or Eurocurrency Rate Advances (as each was defined in the
credit agreement). On November 13, 2009, we amended our
former credit facility again to further defer the calculation of
the maximum leverage ratio for Q2 2010 and extend the
requirement that revolving loans shall be Floating Rate Loans
and may not be Eurocurrency Rate Loans or Eurocurrency Rate
Advances (as each was defined in the credit agreement) until
December 18, 2009.
On December 16, 2009, we entered into a $125 global
committed, syndicated credit facility (New
Facility). The New Facility has a three-year term and
replaces our previous global committed credit facility that was
scheduled to expire in Q2 2011. At our option, and subject to
certain conditions, we may increase the aggregate commitment
under the New Facility by up to $75 by obtaining at least one
commitment from one or more lenders. Borrowings under this
facility are unsecured and unsubordinated. There are no
borrowings outstanding under the New Facility, although $15 of
capacity is currently utilized through an issued letter of
credit.
10
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
We can use borrowings under the New Facility for general
corporate purposes, including friendly acquisitions. Interest on
borrowings under the New Facility is based on one of the
following two options, as selected by us:
|
|
|
|
|
The Eurocurrency rate plus the applicable margin as set forth in
the credit agreement, for interest periods of one, two, three or
six months, or
|
|
|
|
For Floating Rate Loans (as defined in the credit agreement),
the highest of the prime rate, the Federal funds effective rate
plus 0.5% and the Eurocurrency rate for a one month interest
period plus 1%, plus the applicable margin as set forth in the
credit agreement.
|
The New Facility requires us to satisfy two financial covenants:
|
|
|
|
|
A maximum leverage ratio covenant, which is measured by the
ratio of Indebtedness (as defined in the credit agreement),
minus the amount, if any, of Liquidity (as defined in the credit
agreement) in excess of $25, to trailing four quarter Adjusted
EBITDA (as defined in the credit agreement) and is required to
be less than 3:1.
|
|
|
|
A minimum interest coverage ratio covenant, which is measured by
the ratio of trailing four quarter Adjusted EBITDA (as defined
in the credit agreement) to trailing four quarter interest
expense and is required to be no less than 3.5:1.
|
As of November 27, 2009, we were in compliance with all
covenants under our former credit facility. As of
December 16, 2009, we were in compliance with all covenants
under the New Facility.
The New Facility requires us to comply with certain other terms
and conditions, including a restricted payment covenant which
establishes a maximum level of dividends
and/or other
equity-related distributions or payments (such as share
repurchases) we may make in a fiscal year. We are permitted to
make dividends
and/or other
equity-related distributions or payments of up to $25 per year
provided we remain compliant with the financial covenants and
other conditions set forth in the credit agreement. We are
permitted to make dividends
and/or other
equity-related distributions or payments in excess of $25 in a
fiscal year to the extent that our Liquidity (as defined in the
credit agreement) and Leverage Ratio (as defined in the credit
agreement) meet certain thresholds set forth in the credit
agreement.
For the three and nine months ended November 27, 2009, the
income tax expense (benefit) approximated the income (loss)
before income taxes. The resulting effective tax rate of 100%
was driven in large part by significant non-taxable income from
COLI.
In Q3 2010, we awarded a total of 236,500 restricted stock units
(RSUs) under the Steelcase Inc. Incentive
Compensation Plan (the Incentive Compensation Plan)
to key individuals based upon personal contributions during
2010. These RSUs will vest at the end of subsequent one-year and
three-year periods or at the time a participant becomes a
qualified retiree. RSUs are expensed and recorded in
Additional paid-in capital on the Condensed Consolidated
Balance Sheets over the vesting period based on the value of the
shares on the grant date. Total RSUs expense and associated tax
benefit for the three months ended November 27, 2009 were
$0.4 and $0.2, respectively. Total RSUs expense and associated
tax benefit for the nine months ended November 27, 2009
were $0.7 and $0.3, respectively.
In Q1 2010, we awarded a total of 783,000 performance units
(PSUs) under the Incentive Compensation Plan to our
executive officers. The performance measure for these awards is
based on relative total shareholder return during a performance
period of 2010 through 2012. After completion of the performance
period for these PSUs, the number of shares earned will be
determined and issued as Class A Common Stock. Whether or
not the performance criteria are met, a number of shares equal
to 25% of the target award will be earned as of the end of 2012,
if the participant remains employed by the
11
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
Company through that date, and will be deemed to be earned at
the time a participant becomes a qualified retiree if that
occurs prior to the end of 2012. Dividend equivalents will be
paid in cash during the performance period on the target award
of PSUs in amounts equal to any cash dividends that the Company
declares and pays on its Class A Common Stock.
PSUs are expensed and recorded in Additional paid-in capital
on the Condensed Consolidated Balance Sheets over the
performance and vesting periods based on the estimated market
value of the award on the grant date and the estimated number of
shares to be issued. Outstanding awards under the Incentive
Compensation Plan vest over a period of three to five years or
at the time a participant becomes a qualified retiree. Total
PSUs expense and associated tax benefit for the three months
ended November 27, 2009 were $0.4 and $0.2, respectively.
Total PSUs expense and associated tax benefit for the nine
months ended November 27, 2009 were $3.5 and $1.3,
respectively, primarily as a result of awards issued to
retirement-eligible participants in Q1 2010.
We operate within North America and International reportable
segments, plus an Other category. The Other category
includes the Coalesse Group, PolyVision and IDEO. Unallocated
corporate expenses are reported as Corporate.
Revenue and operating income (loss) for the three and nine
months ended November 27, 2009 and November 28, 2008
and total assets as of November 27, 2009 and
February 27, 2009 by segment are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Reportable Segment Statement of Operations Data
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
$
|
328.0
|
|
|
|
$
|
443.1
|
|
|
|
$
|
944.9
|
|
|
|
$
|
1,373.5
|
|
International
|
|
|
|
178.7
|
|
|
|
|
236.0
|
|
|
|
|
477.9
|
|
|
|
|
742.0
|
|
Other
|
|
|
|
109.4
|
|
|
|
|
132.2
|
|
|
|
|
317.0
|
|
|
|
|
413.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
616.1
|
|
|
|
$
|
811.3
|
|
|
|
$
|
1,739.8
|
|
|
|
$
|
2,528.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
$
|
18.8
|
|
|
|
$
|
3.2
|
|
|
|
$
|
58.8
|
|
|
|
$
|
77.6
|
|
International
|
|
|
|
(0.2
|
)
|
|
|
|
19.4
|
|
|
|
|
(25.7
|
)
|
|
|
|
44.7
|
|
Other
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
(10.8
|
)
|
|
|
|
(5.9
|
)
|
Corporate
|
|
|
|
(3.8
|
)
|
|
|
|
(4.5
|
)
|
|
|
|
(13.7
|
)
|
|
|
|
(18.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.8
|
|
|
|
$
|
15.0
|
|
|
|
$
|
8.6
|
|
|
|
$
|
97.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 27,
|
|
|
|
February 27,
|
|
Reportable Segment Balance Sheet Data
|
|
|
2009
|
|
|
|
2009
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
$
|
672.0
|
|
|
|
$
|
712.6
|
|
International
|
|
|
|
454.2
|
|
|
|
|
410.3
|
|
Other
|
|
|
|
238.1
|
|
|
|
|
226.8
|
|
Corporate
|
|
|
|
382.6
|
|
|
|
|
400.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,746.9
|
|
|
|
$
|
1,750.0
|
|
|
|
|
|
|
|
|
|
|
|
|
12
STEELCASE INC.
NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)(Continued)
|
|
13.
|
RESTRUCTURING
ACTIVITIES
|
During Q3 2010, we substantially completed a series of actions,
announced in Q2 2010, to further reduce our global workforce and
consolidate additional manufacturing facilities. For the three
and nine months ended November 27, 2009, we incurred net
restructuring costs related to these actions of $4.8 and
$21.3, respectively, mainly due to employee termination costs.
During Q2 2010, we substantially completed a series of actions,
announced in Q4 2009, to consolidate additional manufacturing
and distribution facilities in North America, reduce our
white-collar workforce and other operating costs globally and
continue to expand our white-collar reinvention initiatives. For
the nine months ended November 27, 2009, we incurred net
restructuring costs related to these actions of $3.7, primarily
for equipment moves and employee termination costs. Total
program costs associated with these actions have been $17.6,
mainly attributable to employee termination costs.
Restructuring costs are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Restructuring Costs
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Cost of sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
$
|
0.5
|
|
|
|
$
|
1.9
|
|
|
|
$
|
4.5
|
|
|
|
$
|
9.8
|
|
International
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
8.1
|
|
|
|
|
(0.4
|
)
|
Other
|
|
|
|
0.8
|
|
|
|
|
1.9
|
|
|
|
|
2.9
|
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
|
|
3.8
|
|
|
|
|
15.5
|
|
|
|
|
17.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
2.9
|
|
|
|
|
1.4
|
|
International
|
|
|
|
1.9
|
|
|
|
|
0.2
|
|
|
|
|
4.2
|
|
|
|
|
1.0
|
|
Other
|
|
|
|
0.3
|
|
|
|
|
0.7
|
|
|
|
|
2.4
|
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3
|
|
|
|
|
0.9
|
|
|
|
|
9.5
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.8
|
|
|
|
$
|
4.7
|
|
|
|
$
|
25.0
|
|
|
|
$
|
20.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Below is a summary of the net additions, payments and
adjustments to the restructuring reserve balance for the nine
months ended November 27, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Exits
|
|
|
|
|
|
|
|
|
Workforce
|
|
|
|
and Related
|
|
|
|
|
|
Restructuring Reserve
|
|
|
Reductions
|
|
|
|
Costs
|
|
|
|
Total
|
|
Reserve balance as of February 27, 2009
|
|
|
$
|
11.5
|
|
|
|
$
|
4.6
|
|
|
|
$
|
16.1
|
|
Additions
|
|
|
|
17.7
|
|
|
|
|
7.3
|
|
|
|
|
25.0
|
|
Payments
|
|
|
|
(21.3
|
)
|
|
|
|
(7.8
|
)
|
|
|
|
(29.1
|
)
|
Adjustments
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
(0.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve balance as of November 27, 2009
|
|
|
$
|
7.9
|
|
|
|
$
|
3.5
|
|
|
|
$
|
11.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The workforce reductions reserve balance as of November 27,
2009 primarily related to the global workforce reductions
announced in Q2 2010. The business exits and related costs
reserve balance as of November 27, 2009 primarily related
to the lease impairments recorded in connection with the closure
of manufacturing facilities in the North America segment and
Other category.
13
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations:
|
This managements discussion and analysis of financial
condition and results of operations should be read in
conjunction with our Annual Report on
Form 10-K
for the fiscal year ended February 27, 2009. Reference to a
year relates to the fiscal year, ended in February of the year
indicated, rather than the calendar year, unless indicated by a
specific date. Additionally, Q1, Q2, Q3 and Q4 reference the
first, second, third and fourth quarter, respectively, of the
fiscal year indicated.
Year-to-date
references the nine months ended for the fiscal year indicated.
All amounts are in millions, except share and per share data,
data presented as a percentage or as otherwise indicated.
Certain amounts in the prior years financial statements
have been reclassified to conform to the current years
presentation. During 2009, we completed a review of certain
indirect manufacturing costs to determine the consistency of
classification of these costs across our business units and
reportable segments. Based on our analysis, we adjusted our 2009
results to increase cost of sales and decrease operating
expenses by the following amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 28,
|
|
|
|
November 28,
|
|
Reclassification from Operating Expenses to Cost of Sales
|
|
|
2008
|
|
|
|
2008
|
|
North America
|
|
|
$
|
5.5
|
|
|
|
$
|
16.3
|
|
International
|
|
|
|
0.2
|
|
|
|
|
0.7
|
|
Other
|
|
|
|
0.7
|
|
|
|
|
2.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.4
|
|
|
|
$
|
19.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
Summary
Results of
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Statement of Operations Data
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Revenue
|
|
|
$
|
616.1
|
|
|
|
100.0
|
%
|
|
|
$
|
811.3
|
|
|
|
100.0
|
%
|
|
|
$
|
1,739.8
|
|
|
|
100.0
|
%
|
|
|
$
|
2,528.9
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
|
436.1
|
|
|
|
70.8
|
|
|
|
|
583.4
|
|
|
|
71.9
|
|
|
|
|
1,226.2
|
|
|
|
70.5
|
|
|
|
|
1,755.8
|
|
|
|
69.4
|
|
Restructuring costs
|
|
|
|
2.5
|
|
|
|
0.4
|
|
|
|
|
3.8
|
|
|
|
0.5
|
|
|
|
|
15.5
|
|
|
|
0.9
|
|
|
|
|
17.3
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
177.5
|
|
|
|
28.8
|
|
|
|
|
224.1
|
|
|
|
27.6
|
|
|
|
|
498.1
|
|
|
|
28.6
|
|
|
|
|
755.8
|
|
|
|
29.9
|
|
Operating expenses
|
|
|
|
160.4
|
|
|
|
26.0
|
|
|
|
|
208.2
|
|
|
|
25.7
|
|
|
|
|
480.0
|
|
|
|
27.6
|
|
|
|
|
654.4
|
|
|
|
25.9
|
|
Restructuring costs
|
|
|
|
2.3
|
|
|
|
0.4
|
|
|
|
|
0.9
|
|
|
|
0.1
|
|
|
|
|
9.5
|
|
|
|
0.5
|
|
|
|
|
3.6
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
14.8
|
|
|
|
2.4
|
|
|
|
|
15.0
|
|
|
|
1.8
|
|
|
|
|
8.6
|
|
|
|
0.5
|
|
|
|
|
97.8
|
|
|
|
3.9
|
|
Interest expense and other income (expense), net
|
|
|
|
(7.2
|
)
|
|
|
(1.2
|
)
|
|
|
|
(5.6
|
)
|
|
|
(0.7
|
)
|
|
|
|
(14.3
|
)
|
|
|
(0.8
|
)
|
|
|
|
(8.5
|
)
|
|
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax expense (benefit)
|
|
|
|
7.6
|
|
|
|
1.2
|
|
|
|
|
9.4
|
|
|
|
1.1
|
|
|
|
|
(5.7
|
)
|
|
|
(0.3
|
)
|
|
|
|
89.3
|
|
|
|
3.5
|
|
Income tax expense (benefit)
|
|
|
|
7.6
|
|
|
|
1.2
|
|
|
|
|
9.0
|
|
|
|
1.1
|
|
|
|
|
(5.7
|
)
|
|
|
(0.3
|
)
|
|
|
|
35.3
|
|
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
|
|
|
|
|
|
|
|
$
|
0.4
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
$
|
54.0
|
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overview
We recorded Q3 2010 net income of $0 compared to net income
of $0.4 in Q3 2009, and
year-to-date
2010 net income of $0 compared to $54.0 in the same period
in 2009. The quarter and
year-to-date
comparisons are significantly impacted by results from
company-owned life insurance
14
(COLI), which reflected significant income in the
current periods compared to significant losses in the prior year
periods. Beyond COLI, the Q3 2010 and
year-to-date
2010 deteriorations were primarily driven by lower volume, which
was partially offset by benefits from prior restructuring
activities and other cost reduction efforts, lower commodity
costs, lower variable compensation expense and temporary
reductions in employee salaries and retirement benefits.
Our revenue decreased $195.2 or 24.1% in Q3 2010 compared to Q3
2009. Q3 2010 revenue was positively impacted by approximately
$16 from currency translation effects compared to Q3 2009.
Year-to-date
2010 revenue decreased $789.1 or 31.2% compared to the same
period in 2009.
Year-to-date
2010 revenue was negatively impacted by approximately $47 from
currency translation effects and $16 of sales related to
divestitures compared to the same period in 2009. The global
economic slowdown and turmoil in the capital markets had the
effect of significantly decreasing the demand for office
furniture. Q3 2010 and
year-to-date
2010 revenue declines were broad-based, significantly affecting
almost all of our geographies, vertical markets and product
categories. We expect the effects of the global economic
slowdown to continue to impact the demand for office furniture
across all of our segments through the remainder of 2010.
However, percentage declines compared to the prior year are
expected to further moderate in Q4 2010, as we entered this
downturn beginning in Q3 2009.
Cost of sales was 70.8% of revenue in Q3 2010, a 110 basis
point improvement compared to Q3 2009. The improvement was due
to benefits from prior restructuring activities and other cost
reduction efforts, an increase in COLI income of $20, lower
commodity costs of approximately $18, temporary reductions in
employee salaries and retirement benefits of $5 and a reduction
of $2 in variable compensation expense, all which more than
offset lower absorption of fixed costs associated with the
revenue decline and warranty and inventory reserve adjustments
of $5 in Q3 2010.
Year-to-date
2010 cost of sales increased to 70.5% of revenue, a
110 basis point deterioration compared to the same period
in 2009. The deterioration was driven by lower fixed cost
absorption associated with the revenue decline, partially
mitigated by benefits from prior restructuring activities and
other cost reduction efforts, lower commodity costs of
approximately $37, an increase in COLI income of $37, a
reduction of $16 in variable compensation expense and temporary
reductions in employee salaries and retirement benefits of $14.
Operating expenses decreased by $47.8 in Q3 2010 compared to Q3
2009. The decrease was primarily due to benefits from prior
restructuring activities and other cost reduction efforts, an
increase in COLI income of $13, temporary reductions in employee
salaries and retirement benefits of $5 and a reduction of $3 in
variable compensation expense, partially offset by unfavorable
currency translation effects of approximately $3. In addition,
we recorded reductions in general accounts receivable reserves
and accrued expenses of $2.
Year-to-date
2010 operating expenses decreased by $174.4 compared to the same
period in 2009. The decrease was primarily due to benefits from
prior restructuring activities and other cost reduction efforts,
a reduction of $38 in variable compensation expense, an increase
in COLI income of $25, temporary reductions in employee salaries
and retirement benefits of $15 and favorable currency
translation effects of approximately $10.
Year-to-date
2010 operating expenses increased as a percent of revenue due to
reduced volume leverage.
We recorded restructuring costs of $4.8 in Q3 2010 and
$25.0 year-to-date
in 2010 primarily related to the global workforce reductions and
the consolidation of manufacturing facilities in the North
America segment and Other category. Over the past
21 months, we have launched various restructuring
activities that we estimate have resulted in approximately $20
of quarterly fixed cost savings in 2010 compared to 2009. See
Note 13 to the condensed consolidated financial statements
for additional information.
Q3 2010 income tax expense approximated income before taxes and
year-to-date
2010 income tax benefit approximated the loss before income
taxes. The resulting effective tax rate of 100% was driven in
large part by significant non-taxable income from COLI.
15
Interest Expense
and Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Interest Expense and Other Income, Net
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Interest expense
|
|
|
$
|
(4.5
|
)
|
|
|
$
|
(4.3
|
)
|
|
|
$
|
(13.5
|
)
|
|
|
$
|
(12.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
0.9
|
|
|
|
|
1.0
|
|
|
|
|
2.3
|
|
|
|
|
4.5
|
|
Equity in income of unconsolidated ventures
|
|
|
|
0.3
|
|
|
|
|
1.1
|
|
|
|
|
0.6
|
|
|
|
|
3.4
|
|
Foreign exchange gain (loss)
|
|
|
|
0.1
|
|
|
|
|
(2.6
|
)
|
|
|
|
(0.5
|
)
|
|
|
|
(3.7
|
)
|
Miscellaneous, net
|
|
|
|
(4.0
|
)
|
|
|
|
(0.8
|
)
|
|
|
|
(3.2
|
)
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
|
(2.7
|
)
|
|
|
|
(1.3
|
)
|
|
|
|
(0.8
|
)
|
|
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense and other income (expense), net
|
|
|
$
|
(7.2
|
)
|
|
|
$
|
(5.6
|
)
|
|
|
$
|
(14.3
|
)
|
|
|
$
|
(8.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within Miscellaneous, net, Q3 2010 and
year-to-date
2010 results included $1.3 of demolition costs related to an
idle facility.
Year-to-date
2010 results also included $3.3 of net gains related to various
non-operating investments partially offset by a $2.5 charge
recorded in connection with the liquidation of an unconsolidated
joint venture.
Year-to-date
2009 results included $4.0 of gains related to various
non-operating investments.
Business Segment
Review
See additional information regarding our business segments in
Note 12 to the condensed consolidated financial statements.
North
America
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Statement of Operations Data North America
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Revenue
|
|
|
$
|
328.0
|
|
|
|
100.0
|
%
|
|
|
$
|
443.1
|
|
|
|
100.0
|
%
|
|
|
$
|
944.9
|
|
|
|
100.0
|
%
|
|
|
$
|
1,373.5
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
|
233.8
|
|
|
|
71.2
|
|
|
|
|
338.5
|
|
|
|
76.4
|
|
|
|
|
664.4
|
|
|
|
70.3
|
|
|
|
|
981.5
|
|
|
|
71.5
|
|
Restructuring costs
|
|
|
|
0.5
|
|
|
|
0.2
|
|
|
|
|
1.9
|
|
|
|
0.4
|
|
|
|
|
4.5
|
|
|
|
0.5
|
|
|
|
|
9.8
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
93.7
|
|
|
|
28.6
|
|
|
|
|
102.7
|
|
|
|
23.2
|
|
|
|
|
276.0
|
|
|
|
29.2
|
|
|
|
|
382.2
|
|
|
|
27.8
|
|
Operating expenses
|
|
|
|
74.8
|
|
|
|
22.9
|
|
|
|
|
99.5
|
|
|
|
22.5
|
|
|
|
|
214.3
|
|
|
|
22.7
|
|
|
|
|
303.2
|
|
|
|
22.1
|
|
Restructuring costs
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.9
|
|
|
|
0.3
|
|
|
|
|
1.4
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
$
|
18.8
|
|
|
|
5.7
|
%
|
|
|
$
|
3.2
|
|
|
|
0.7
|
%
|
|
|
$
|
58.8
|
|
|
|
6.2
|
%
|
|
|
$
|
77.6
|
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income in the North America segment was $18.8 in Q3
2010 compared to $3.2 in Q3 2009. The Q3 2010 increase was
primarily driven by higher COLI income, as well as lower
commodity costs, benefits from prior restructuring and other
cost reduction efforts, temporary reductions in employee
salaries and retirement benefits and lower variable compensation
which more than offset the negative effect of lower volume.
Year-to-date
2010 operating income was $58.8 compared to $77.6 in the same
period in 2009. The
year-to-date
2010 deterioration was driven by lower volume, which was
partially offset by benefits from prior restructuring activities
and other cost reduction efforts, higher COLI income, lower
variable compensation expense, lower commodity costs and
temporary reductions in employee salaries and retirement
benefits.
North America revenue represented 54.3% of consolidated
year-to-date
2010 revenue. North America revenue decreased by $115.1 or 26.0%
in Q3 2010 compared to Q3 2009 and $428.6 or 31.2% on a
year-to-date
basis in 2010 compared to the same period in 2009. Q3 2010
revenue was positively impacted by approximately $2 from
currency translation effects related to our subsidiary in
16
Canada as compared to Q3 2009. A divestiture in Q2 2009 had the
effect of decreasing revenue by
$11.2 year-to-date
in 2010 as compared to the same period in 2009.
Year-to-date
2010 revenue was also negatively impacted by approximately $7
from currency translation effects related to our subsidiary in
Canada as compared to the same period in 2009. The remaining
decreases in quarterly and
year-to-date
revenue were primarily due to decreased volume across most of
our vertical markets (except for the U.S. Federal
government), geographic regions and product categories. The
revenue declines within healthcare and higher education were
less than the declines experienced in other vertical markets.
After several quarters where declines in
day-to-day
business were deeper compared to project-related revenue, we saw
this trend reverse in Q3 2010, as revenue associated with
continuing customer agreements has now started to stabilize.
Cost of sales as a percent of revenue decreased 520 basis
points in Q3 2010 compared to Q3 2009. Lower fixed cost
absorption related to lower volume experienced in Q3 2010 and
warranty and inventory charges of $2 were more than offset by an
increase in COLI income of $20, lower commodity costs of
approximately $14, benefits from prior restructuring activities
and other cost reduction efforts, temporary reductions in
employee salaries and retirement benefits of $4 and lower
variable compensation expense of $1.
Cost of sales as a percent of revenue decreased by
120 basis points
year-to-date
in 2010 compared to the same period in 2009.
Year-to-date
2010 results benefited from prior restructuring activities and
other cost reduction efforts, an increase in COLI income of $37,
lower commodity costs of approximately $29, temporary reductions
in employee salaries and retirement benefits of $13 and lower
variable compensation expense of $12, partially offset by lower
fixed cost absorption related to lower volume.
Operating expenses were 22.9% of revenue in Q3 2010 compared to
22.5% of revenue in Q3 2009. Q3 2010 operating expenses
decreased in absolute dollars compared to Q3 2009 primarily due
to an increase in COLI income of $13, benefits from prior
restructuring activities and other cost reduction efforts,
temporary reductions in employee salaries and retirement
benefits of $4 and lower variable compensation expense of $1.
Year-to-date
operating expenses were 22.7% of revenue compared to 22.1% in
the same period in 2009.
Year-to-date
2010 operating expenses decreased in absolute dollars compared
to the same period in 2009 primarily due to benefits from prior
restructuring activities and other cost reduction efforts, an
increase in COLI income of $25, lower variable compensation
expense of $23 and temporary reductions in employee salaries and
retirement benefits of $12.
Restructuring costs of $0.6 incurred in Q3 2010 and
$7.4 year-to-date
in 2010 primarily consisted of employee termination costs
related to the reduction of our white-collar workforce and the
closure of manufacturing facilities.
International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Statement of Operations Data International
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Revenue
|
|
|
$
|
178.7
|
|
|
|
100.0
|
%
|
|
|
$
|
236.0
|
|
|
|
100.0
|
%
|
|
|
$
|
477.9
|
|
|
|
100.0
|
%
|
|
|
$
|
742.0
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
|
124.8
|
|
|
|
69.8
|
|
|
|
|
155.7
|
|
|
|
66.0
|
|
|
|
|
339.0
|
|
|
|
70.9
|
|
|
|
|
500.9
|
|
|
|
67.6
|
|
Restructuring costs
|
|
|
|
1.2
|
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.1
|
|
|
|
1.7
|
|
|
|
|
(0.4
|
)
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
52.7
|
|
|
|
29.5
|
|
|
|
|
80.3
|
|
|
|
34.0
|
|
|
|
|
130.8
|
|
|
|
27.4
|
|
|
|
|
241.5
|
|
|
|
32.5
|
|
Operating expenses
|
|
|
|
51.0
|
|
|
|
28.5
|
|
|
|
|
60.7
|
|
|
|
25.7
|
|
|
|
|
152.3
|
|
|
|
31.9
|
|
|
|
|
195.8
|
|
|
|
26.3
|
|
Restructuring costs
|
|
|
|
1.9
|
|
|
|
1.1
|
|
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
|
4.2
|
|
|
|
0.9
|
|
|
|
|
1.0
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
$
|
(0.2
|
)
|
|
|
(0.1
|
)%
|
|
|
$
|
19.4
|
|
|
|
8.2
|
%
|
|
|
$
|
(25.7
|
)
|
|
|
(5.4
|
)%
|
|
|
$
|
44.7
|
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International reported an operating loss of $0.2 in Q3 2010
compared to operating income of $19.4 in Q3 2009. The
year-to-date
2010 operating loss was $25.7 compared to operating income of
$44.7 in
17
the same period in 2009. The Q3 2010 and
year-to-date
2010 deteriorations were primarily driven by a significant
decline in revenue and higher restructuring costs. Cost
reduction efforts were only able to offset a portion of the
negative effect of lower volume, as the pace of cost structure
changes in our larger International markets was tempered by the
process of negotiating with the related work councils.
In addition, our quarterly results in the United Kingdom
continue to be negatively affected by unfavorable currency
impacts and we continue to fund our expansionary efforts in
China and India. In the aggregate, these businesses reported an
operating loss of approximately $6 in Q3 2010.
International revenue represented 27.5% of consolidated
year-to-date
2010 revenue. Q3 2010 revenue decreased $57.3 or 24.3% compared
to Q3 2009.
Year-to-date
2010 revenue decreased $264.1 or 35.6% compared to the same
period in 2009. Q3 2010 revenue was positively impacted by
approximately $14 from currency translation effects as compared
to Q3 2009.
Year-to-date
2010 revenue was negatively impacted by approximately $40 from
currency translation effects and $5 of sales related to
divestitures as compared to the same period in 2009. The
decreases in quarterly and
year-to-date
revenue were primarily due to the impact of the global economic
slowdown on the demand for office furniture across all
International markets. The revenue declines within Eastern
Europe, Germany and the United Kingdom were deeper than those
experienced in other geographic regions.
Cost of sales as a percentage of revenue increased by
380 basis points in Q3 2010 compared to Q3 2009.
Year-to-date
2010 cost of sales as a percentage of revenue increased by
330 basis points compared to the same period in 2009. The
Q3 2010 deterioration was almost entirely due to lower fixed
cost absorption related to lower volume and warranty and
inventory charges of $2, partially offset by benefits from cost
reduction efforts, lower commodity costs of approximately $3 and
lower variable compensation of $1. The
year-to-date
2010 deterioration was almost entirely due to lower fixed cost
absorption related to lower volume, partially offset by benefits
from cost reduction efforts, lower commodity costs of
approximately $6 and lower variable compensation of $3.
Operating expenses decreased by $9.7 in Q3 2010 compared to Q3
2009. The decrease was primarily due to benefits from prior
restructuring activities and other cost reduction efforts and
lower variable compensation expense of $1, partially offset by
unfavorable currency translation effects of approximately $3.
Operating expenses decreased by
$43.5 year-to-date
in 2010 compared to the same period in 2009. The decrease
included approximately $10 related to favorable currency
translation effects. Benefits from prior restructuring
activities and other cost reduction efforts and a reduction in
variable compensation expense of $8 also contributed to the
decrease in operating expenses.
Year-to-date
2010 operating expenses increased as a percent of revenue due to
reduced volume leverage.
Restructuring costs of $3.1 incurred in Q3 2010 primarily
consisted of employee termination costs related to workforce
reductions in Europe and consolidation of manufacturing in Asia.
Restructuring costs of
$12.3 year-to-date
in 2010 primarily consisted of employee termination costs
related to workforce reductions, mainly in Europe.
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Statement of Operations Data Other
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2009
|
|
|
|
2008
|
|
Revenue
|
|
|
$
|
109.4
|
|
|
|
100.0
|
%
|
|
|
$
|
132.2
|
|
|
|
100.0
|
%
|
|
|
$
|
317.0
|
|
|
|
100.0
|
%
|
|
|
$
|
413.4
|
|
|
|
100.0
|
%
|
Cost of sales
|
|
|
|
77.5
|
|
|
|
70.9
|
|
|
|
|
89.2
|
|
|
|
67.5
|
|
|
|
|
222.8
|
|
|
|
70.3
|
|
|
|
|
273.4
|
|
|
|
66.1
|
|
Restructuring costs
|
|
|
|
0.8
|
|
|
|
0.7
|
|
|
|
|
1.9
|
|
|
|
1.4
|
|
|
|
|
2.9
|
|
|
|
0.9
|
|
|
|
|
7.9
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
31.1
|
|
|
|
28.4
|
|
|
|
|
41.1
|
|
|
|
31.1
|
|
|
|
|
91.3
|
|
|
|
28.8
|
|
|
|
|
132.1
|
|
|
|
32.0
|
|
Operating expenses
|
|
|
|
30.8
|
|
|
|
28.1
|
|
|
|
|
43.5
|
|
|
|
32.9
|
|
|
|
|
99.7
|
|
|
|
31.5
|
|
|
|
|
136.8
|
|
|
|
33.1
|
|
Restructuring costs
|
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
|
0.7
|
|
|
|
0.5
|
|
|
|
|
2.4
|
|
|
|
0.7
|
|
|
|
|
1.2
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
$
|
|
|
|
|
|
%
|
|
|
$
|
(3.1
|
)
|
|
|
(2.3
|
)%
|
|
|
$
|
(10.8
|
)
|
|
|
(3.4
|
)%
|
|
|
$
|
(5.9
|
)
|
|
|
(1.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
Our Other category includes the Coalesse Group, PolyVision and
IDEO. The Other category reported break-even operating income in
Q3 2010 compared to an operating loss of $3.1 in Q3 2009, and an
operating loss of
$10.8 year-to-date
in 2010 compared to an operating loss of $5.9 in the same period
in 2009. The Q3 2010 improvement in operating income was driven
by benefits from prior restructuring activities and other cost
reduction efforts which more than offset the volume decline. Q3
2010 was also favorably impacted by reductions in variable
compensation expense and temporary reductions in employee
salaries and retirement benefits. The
year-to-date
2010 decline was the result of lower revenue, partially offset
by benefits from prior restructuring activities and other cost
reduction efforts, lower variable compensation expense,
temporary reductions in employee salaries and retirement
benefits and lower restructuring costs.
We are still experiencing some disruption associated with the
consolidation of manufacturing activities in the Coalesse Group.
In addition, PolyVision recently finalized the exit of the final
portion of the public-bid contractor whiteboard fabrication
business in North America and is in the process of closing
another small break-even business. Thus, we believe additional
benefits may accrue over the next few quarters.
Q3 2010 revenue decreased by $22.8 or 17.2% compared to Q3 2009
and
year-to-date
2010 revenue decreased $96.4 or 23.3% compared to the same
period in 2009. In Q3 2010, the Coalesse Group experienced a 23%
decline, while IDEO and PolyVision posted much lower revenue
declines of 15% and 6%, respectively. The Coalesse Group
declined 30%
year-to-date
in 2010 compared to the same period in 2009, while IDEO and
PolyVision revenue declines were only 16% and 17%, respectively.
Cost of sales as a percent of revenue increased by
340 basis points in Q3 2010 compared to Q3 2009 and
420 basis points
year-to-date
in 2010 compared to the same period in 2009 primarily as a
result of lower fixed cost absorption related to lower volume.
The negative volume effect was partially offset by benefits from
prior restructuring activities and other cost reduction efforts
and lower commodity costs, as well as benefits from the exit of
the final portion of the PolyVision public-bid contractor
whiteboard fabrication business in North America.
Operating expenses were 28.1% of revenue in Q3 2010 compared to
32.9% of revenue in Q3 2009.
Year-to-date
2010 operating expenses were 31.5% of revenue compared to 33.1%
of
year-to-date
2009 revenue. Q3 2010 and
year-to-date
2010 operating expenses decreased in absolute dollars compared
to the same periods in 2009 primarily due to benefits from prior
restructuring activities and other cost reduction efforts,
reductions in variable compensation expense, lower sales
commissions and temporary reductions in employee salaries and
retirement benefits.
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
November 27,
|
|
|
November 28,
|
|
|
November 27,
|
|
|
November 28,
|
Statement of Operations Data Corporate
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
Operating expenses
|
|
|
$
|
3.8
|
|
|
|
$
|
4.5
|
|
|
|
$
|
13.7
|
|
|
|
$
|
18.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 85% of corporate expenses are charged to the
operating segments as part of a corporate allocation.
Unallocated portions of these expenses are considered general
corporate costs and are reported as Corporate. Corporate costs
include executive and portions of shared service functions such
as information technology, human resources, finance, legal,
research and development and corporate facilities. Operating
expenses decreased in Q3 2010 and
year-to-date
2010 due to benefits from prior restructuring activities and
other cost reduction efforts and lower variable compensation
expense.
Liquidity and
Capital Resources
As a result of a decline in the level of business activity since
2009, we believe we currently need approximately $40 to $50 of
cash and cash equivalents to fund the
day-to-day
operations of our business. Our current target is to maintain a
minimum of $100 of additional cash and cash equivalents and
short-term investments as available liquidity for funding
investments in growth initiatives and as a
19
cushion against volatility in the economy. Our actual cash and
cash equivalents and short-term investment balances will
fluctuate from quarter to quarter as a result of business
performance and as we plan for and manage certain seasonal
disbursements, particularly the annual payment of accrued
variable compensation and retirement plan contributions in Q1 of
each fiscal year, when applicable. These are general guidelines;
we may modify our approach in response to changing market
conditions or opportunities. As of November 27, 2009, we
held a total of $183.5 in cash and cash equivalents and
short-term investments.
The following table summarizes our statements of cash flows for
the nine months ended November 27, 2009 and
November 28, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Cash Flow Data
|
|
|
2009
|
|
|
|
2008
|
|
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
$
|
(19.2
|
)
|
|
|
$
|
111.7
|
|
Investing activities
|
|
|
|
(7.0
|
)
|
|
|
|
(35.2
|
)
|
Financing activities
|
|
|
|
19.2
|
|
|
|
|
(120.0
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
3.5
|
|
|
|
|
(7.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
|
(3.5
|
)
|
|
|
|
(50.5
|
)
|
Cash and cash equivalents, beginning of period
|
|
|
|
117.6
|
|
|
|
|
213.9
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
|
|
$
|
114.1
|
|
|
|
$
|
163.4
|
|
|
|
|
|
|
|
|
|
|
|
|
During
year-to-date
2010, cash and cash equivalents decreased by $3.5 to a balance
of $114.1 as of November 27, 2009. Approximately 67% of
cash and cash equivalents as of November 27, 2009 were
denominated in U.S. dollars. These funds, in addition to
short-term investments, cash generated from future operations,
funds available from COLI and funds available under our credit
facilities are expected to be sufficient to finance our known or
foreseeable liquidity and capital needs.
We have short-term investments of $69.4 as of November 27,
2009 primarily maintained in a managed investment portfolio
which consists principally of short-term U.S. Treasury
securities, U.S. Government agency securities and high
grade U.S. corporate bonds.
We also have investments in auction rate securities
(ARS), with a par value of $26.5 and an estimated
fair value of $17.6 as of November 27, 2009, and four
securities issued in exchange for a Canadian asset-backed
commercial paper (ABCP) investment, with a par value
of $4.8 (Canadian $5.0) and an estimated fair value of $3.9 as
of November 27, 2009. These securities are considered
long-term investments and are included in Other assets on
the Condensed Consolidated Balance Sheets due to the current
lack of liquid markets for ARS and the Canadian ABCP
restructuring notes. We intend to hold these investments until
the markets recover and do not anticipate the need to sell these
investments in order to operate our business or fund our growth
initiatives.
Cash provided by
(used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Cash Flow Data Operating Activities
|
|
|
2009
|
|
|
|
2008
|
|
Net income
|
|
|
$
|
|
|
|
|
$
|
54.0
|
|
Depreciation and amortization
|
|
|
|
55.6
|
|
|
|
|
67.5
|
|
Changes in cash surrender value of COLI
|
|
|
|
(35.5
|
)
|
|
|
|
26.5
|
|
Changes in accounts receivable, net, inventories and accounts
payable
|
|
|
|
32.7
|
|
|
|
|
(20.3
|
)
|
Changes in other operating assets and liabilities
|
|
|
|
(69.1
|
)
|
|
|
|
(31.8
|
)
|
Other, net
|
|
|
|
(2.9
|
)
|
|
|
|
15.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
$
|
(19.2
|
)
|
|
|
$
|
111.7
|
|
|
|
|
|
|
|
|
|
|
|
|
20
The cash used in operating activities in 2010 was primarily due
to a significant decline in net income largely driven by the
recent effects of deteriorating global economic conditions and
the related impacts on business capital spending and our
revenue. The associated cash generated from reductions in
working capital was offset by Q1 2010 payments of variable
compensation and annual funding of retirement contributions
related to prior years.
Cash used in
investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Cash Flow Data Investing Activities
|
|
|
2009
|
|
|
|
2008
|
|
Capital expenditures
|
|
|
$
|
(26.5
|
)
|
|
|
$
|
(66.2
|
)
|
Net liquidations (purchases) of short-term investments
|
|
|
|
11.0
|
|
|
|
|
(1.3
|
)
|
Proceeds from disposal of fixed assets
|
|
|
|
6.4
|
|
|
|
|
4.8
|
|
Business divestitures
|
|
|
|
|
|
|
|
|
15.8
|
|
Other, net
|
|
|
|
2.1
|
|
|
|
|
11.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
$
|
(7.0
|
)
|
|
|
$
|
(35.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures in 2010 primarily relate to investments in
product development in North America and International. We
continue to closely manage capital spending to ensure we are
making the best investments to sustain our business and to
preserve our ability to introduce innovative new products.
Capital expenditures in 2009 included $13.2 for payments related
to a replacement corporate aircraft.
In Q1 2010, in connection with the delivery of the replacement
corporate aircraft, we traded in an existing aircraft to the
manufacturer. The trade-in value of $18.5 was partially used as
credit for the final installment of $13.5 related to the
replacement corporate aircraft and for a deposit of $1.0 related
to an additional replacement aircraft currently scheduled for
delivery in Q3 2012. Our corporate aircraft are used primarily
to transport our customers to our corporate showroom and design
center in Grand Rapids, Michigan. Accordingly, we believe they
are an integral part of our sales process.
In 2009, business divestitures related to the sale of a non-core
business in our North America segment in Q2.
Cash provided by
(used in) financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
November 27,
|
|
|
|
November 28,
|
|
Cash Flow Data Financing Activities
|
|
|
2009
|
|
|
|
2008
|
|
Borrowings of long-term debt
|
|
|
$
|
47.0
|
|
|
|
$
|
|
|
Dividends paid
|
|
|
|
(21.5
|
)
|
|
|
|
(60.7
|
)
|
Common stock repurchases
|
|
|
|
(4.3
|
)
|
|
|
|
(59.0
|
)
|
Other, net
|
|
|
|
(2.0
|
)
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
$
|
19.2
|
|
|
|
$
|
(120.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
In Q2 2010 we completed a $47.0 financing of our corporate
aircraft to further enhance our liquidity position.
We paid dividends of $0.04 per common share during Q3 2010 and
Q2 2010, $0.08 per common share during Q1 2010 and Q4 2009 and
$0.15 per common share during the first three quarters of 2009.
On December 17, 2009, our Board of Directors declared a
dividend of $0.04 per common share to be paid in Q4 2010.
During Q1 2010, we repurchased 1.0 million shares of common
stock for $4.3. As of the end of Q3 2010, we had $210.8 of
remaining availability under the $250 share repurchase
program approved by our Board of Directors in Q4 2008. We have
no outstanding share repurchase commitments.
21
Off-Balance Sheet
Arrangements
During the first three quarters of 2010, no material change in
our off-balance sheet arrangements occurred.
Contractual
Obligations
During Q2 2010, we borrowed $47.0 at a floating interest rate
based on
30-day LIBOR
plus 3.35%. The loan has a term of seven years and requires
fixed monthly principal payments of $0.2 based on a
20-year
amortization schedule with a $30 balloon payment due in Q2 2017.
The loan is secured by our two corporate aircraft, contains no
financial covenants and is not cross-defaulted to our other debt
facilities.
There were no other material changes to our contractual
obligations during the first three quarters of 2010.
Liquidity
Facilities
Our total liquidity facilities as of November 27, 2009
consisted of:
|
|
|
|
|
|
Liquidity Facilities
|
|
|
Amount
|
|
Global committed bank facility (as amended)
|
|
|
$
|
125.0
|
|
Various uncommitted lines
|
|
|
|
76.9
|
|
|
|
|
|
|
|
Total credit lines available
|
|
|
|
201.9
|
|
Less:
|
|
|
|
|
|
Borrowings outstanding
|
|
|
|
5.5
|
|
Standby letters of credit
|
|
|
|
18.1
|
|
|
|
|
|
|
|
Available capacity (subject to covenant constraints)
|
|
|
$
|
178.3
|
|
|
|
|
|
|
|
The various uncommitted lines may be changed or cancelled by the
banks at any time.
On September 21, 2009, we amended our former $200 global
committed bank facility, scheduled to mature in Q2 2011. The
amendment reduced the facility to $125, deferred the calculation
of the maximum leverage ratio for Q2 2010 for purposes of
determining compliance with the leverage ratio covenant until
November 16, 2009 and required that revolving loans made
from the date of the amendment through November 16, 2009
shall be Floating Rate Loans and may not be Eurocurrency Rate
Loans or Eurocurrency Rate Advances (as each was defined in the
credit agreement). On November 13, 2009, we amended our
former credit facility again to further defer the calculation of
the maximum leverage ratio for Q2 2010 and extend the
requirement that revolving loans shall be Floating Rate Loans
and may not be Eurocurrency Rate Loans or Eurocurrency Rate
Advances (as each was defined in the credit agreement) until
December 18, 2009.
On December 16, 2009, we entered into a $125 global
committed, syndicated credit facility (New
Facility). The New Facility has a three-year term and
replaces our previous global committed credit facility that was
scheduled to expire in Q2 2011. At our option, and subject to
certain conditions, we may increase the aggregate commitment
under the New Facility by up to $75 by obtaining at least one
commitment from one or more lenders. Borrowings under this
facility are unsecured and unsubordinated. There are no
borrowings outstanding under the New Facility, although $15 of
capacity is currently utilized through an issued letter of
credit.
We can use borrowings under the New Facility for general
corporate purposes, including friendly acquisitions. Interest on
borrowings under the New Facility is based on one of the
following two options, as selected by us:
|
|
|
|
|
The Eurocurrency rate plus the applicable margin as set forth in
the credit agreement, for interest periods of one, two, three or
six months, or
|
22
|
|
|
|
|
For Floating Rate Loans (as defined in the credit agreement),
the highest of the prime rate, the Federal funds effective rate
plus 0.5% and the Eurocurrency rate for a one month interest
period plus 1%, plus the applicable margin as set forth in the
credit agreement.
|
The New Facility requires us to satisfy two financial covenants:
|
|
|
|
|
A maximum leverage ratio covenant, which is measured by the
ratio of Indebtedness (as defined in the credit agreement),
minus the amount, if any, of Liquidity (as defined in the credit
agreement) in excess of $25, to trailing four quarter Adjusted
EBITDA (as defined in the credit agreement) and is required to
be less than 3:1.
|
|
|
|
A minimum interest coverage ratio covenant, which is measured by
the ratio of trailing four quarter Adjusted EBITDA (as defined
in the credit agreement) to trailing four quarter interest
expense and is required to be no less than 3.5:1.
|
The New Facility modified the terms of the financial covenants
from our prior facility to provide us greater access to
borrowings during economic downturns. As of November 27,
2009, we were in compliance with all covenants under our former
credit facility. As of December 16, 2009, we were in
compliance with all covenants under the New Facility.
The New Facility requires us to comply with certain other terms
and conditions, including a restricted payment covenant which
establishes a maximum level of dividends
and/or other
equity-related distributions or payments (such as share
repurchases) we may make in a fiscal year. We are permitted to
make dividends
and/or other
equity-related distributions or payments of up to $25 per year
provided we remain compliant with the financial covenants and
other conditions set forth in the credit agreement. We are
permitted to make dividends
and/or other
equity-related distributions or payments in excess of $25 in a
fiscal year to the extent that our Liquidity (as defined in the
credit agreement) and Leverage Ratio (as defined in the credit
agreement) meet certain thresholds set forth in the credit
agreement.
Total consolidated debt as of November 27, 2009 was $302.3.
Our debt primarily consists of $249.7 in term notes due in Q2
2012 with an effective interest rate of 6.3% and a $46.0 loan at
a floating interest rate based on
30-day LIBOR
plus 3.35%. The term notes contain no financial covenants. The
$46.0 loan requires fixed monthly principal payments of $0.2
with a $30 balloon payment due in Q2 2017. The loan is secured
by our two corporate aircraft, contains no financial covenants
and is not cross-defaulted to our other debt facilities.
Liquidity
Outlook
The current cash and cash equivalents and short-term investment
balances, cash generated from future operations, funds available
from COLI and funds available under our credit facilities are
expected to be sufficient to finance our known or foreseeable
liquidity needs.
The deterioration in the global economy has adversely impacted
our revenue and operating profitability. Accordingly, we have
initiated a variety of actions to improve our operating
efficiencies and to conserve cash and maintain liquidity.
|
|
|
|
|
We have substantially completed all previously announced
restructuring activities to consolidate manufacturing facilities
and reduce our global workforce and other operating costs.
|
|
|
|
We implemented a temporary reduction in employee salaries for
2010, and we do not intend to make any contributions to the
Steelcase Inc. Retirement Plan for 2010.
|
|
|
|
We have reduced the cash dividend on our common stock and the
level of share repurchases.
|
|
|
|
We expect to reduce our level of capital expenditures in 2010 to
approximately $40, as compared to $83.0 for 2009, which included
$13.2 of progress payments associated with a replacement
corporate aircraft.
|
|
|
|
We replaced our global credit facility on December 16, 2009
under modified terms that provide us greater access to
borrowings during economic downturns.
|
Our long-term debt rating is BBB with a negative outlook from
Standard & Poors Ratings Services and Ba1 with a
negative outlook from Moodys Investors Service.
23
Critical
Accounting Estimates
There have been no changes in the items that we have identified
as critical accounting estimates during the first three quarters
of 2010.
Recently Issued
Accounting Standards
See Note 2 to the condensed consolidated financial
statements.
Forward-looking
Statements
From time to time, in written and oral statements, we discuss
our expectations regarding future events and our 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 our 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; our restructuring activities; currency
fluctuations; changes in customer demand; and the other risks
and contingencies detailed in this Report, our most recent
Annual Report on
Form 10-K
and our other filings with the Securities and Exchange
Commission. We undertake no obligation to update, amend, or
clarify forward-looking statements, whether as a result of new
information, future events, or otherwise.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk:
|
The nature of market risks (i.e., the risk of loss arising from
adverse changes in market rates and prices) faced by us as of
November 27, 2009 is the same as disclosed in our Annual
Report on
Form 10-K
for the year ended February 27, 2009. The principal market
risks to which we are exposed include foreign exchange risk,
interest rate risk and fixed income and equity price risk.
Foreign Exchange
Risk
During the first three quarters of 2010, no material change in
foreign exchange risk occurred.
Interest Rate
Risk
During the first three quarters of 2010, no material change in
interest rate risk occurred.
Fixed Income and
Equity Price Risk
During the first three quarters of 2010, no material change in
fixed income and equity price risk occurred.
|
|
Item 4.
|
Controls
and Procedures:
|
(a) Disclosure Controls and
Procedures. Our management, under the supervision
and with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in
Rules 13a-15(e)
or 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), as of November 27, 2009. Based
on such evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that as of November 27, 2009,
our disclosure controls and procedures were effective in
(1) recording, processing, summarizing and reporting, on a
timely basis, information required to be disclosed by us in the
reports that we file or submit under the Exchange Act and
(2) ensuring that information required to be disclosed by
us in such reports is accumulated and communicated to our
management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
(b) Internal Control Over Financial
Reporting. There were no changes in our internal
control over financial reporting (as defined in
Rules 13a-15(f)
or 15d-15(f)
under the Exchange Act) during our third fiscal quarter that
have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
24
PART II. OTHER
INFORMATION
|
|
Item 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds:
|
Issuer Purchases
of Equity Securities
The following is a summary of share repurchase activity during
Q3 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
|
|
|
Approximate Dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
|
Value of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
|
that May Yet be
|
|
|
|
|
(a)
|
|
|
|
(b)
|
|
|
|
Part of Publicly
|
|
|
|
Purchased
|
|
|
|
|
Total Number of
|
|
|
|
Average Price
|
|
|
|
Announced Plans
|
|
|
|
Under the Plans
|
|
Period
|
|
|
Shares Purchased
|
|
|
|
Paid per Share
|
|
|
|
or Programs (1)
|
|
|
|
or Programs (1)
|
|
8/29/09 10/2/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
210.8
|
|
10/3/09 10/30/09
|
|
|
|
2,440
|
|
|
|
$
|
5.74
|
|
|
|
|
|
|
|
|
|
210.8
|
|
10/31/09 11/27/09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
210.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
2,440
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Dollar amounts are shown in millions. In Q4 2008, our Board of
Directors approved a share repurchase program permitting the
repurchase of up to $250 million of shares of our common
stock. This program has no specific expiration date. |
|
(2) |
|
All of these shares were repurchased to satisfy
participants tax withholding obligations upon the vesting
of restricted stock and restricted stock unit grants, pursuant
to the terms of our Incentive Compensation Plan. |
See Exhibit Index.
25
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.
STEELCASE INC.
Mark T. Mossing
Corporate Controller and
Chief Accounting Officer
(Duly Authorized Officer and
Principal Accounting Officer)
Date: January 5, 2010
26
Exhibit Index
|
|
|
|
|
|
Exhibit
|
|
|
|
No.
|
|
|
Description
|
|
4
|
.1
|
|
|
Amendment No. 3 to Credit Agreement, dated as of
November 13, 2009 among Steelcase Inc. and JPMorgan Chase
Bank, N.A., as Administrative Agent; Bank of America, N.A., and
BNP Paribas, as Co-Syndication Agents; Fifth Third Bank and
Société Générale, as Co-Documentation
Agents; and certain other lenders(1)
|
|
10
|
.1
|
|
|
Credit Agreement, dated as of December 16, 2009 among
Steelcase Inc. and JPMorgan Chase Bank, N.A., as Administrative
Agent; Bank of America, N.A., as Syndication Agent; Fifth Third
Bank, as Documentation Agent; and certain other lenders(2)
|
|
10
|
.2
|
|
|
2010-2
Amendment to the Steelcase Inc. Executive Severance Plan
|
|
10
|
.3
|
|
|
Amendment dated December 16, 2009 to Employment Agreement
between Steelcase Inc. and James G. Mitchell dated
January 20, 2003
|
|
31
|
.1
|
|
|
Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
|
Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
|
Certification of CEO and CFO pursuant to 18 U.S.C.
Section 1350, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
(1) |
|
Filed as exhibit 4.1 to the Companys
Form 8-K,
as filed with the Commission on November 16, 2009 and
incorporated herein by reference. |
|
(2) |
|
Filed as exhibit 10.01 to the Companys
Form 8-K,
as filed with the Commission on December 17, 2009 and
incorporated herein by reference. |
27