UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1997
-------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission File Number 0-2648
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HON INDUSTRIES Inc.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Iowa 42-0617510
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 1109, 414 East Third Street, Muscatine, Iowa 52761-7109
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 319-264-7400
------------------
Indicate by check mark whether the registrant (1) has filed all required
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class Outstanding at June 28, 1997
- --------------------------- -------------------------------------
Common Shares, $1 Par Value 29,689,707 shares
Exhibit Index is on page 15.
Page 1 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited)
- -----------------------------------------
Condensed Consolidated Balance Sheets --
June 28, 1997, and December 28, 1996 3-4
Condensed Consolidated Statements of Income --
Three Months Ended June 28, 1997, and June 29, 1996 5
Condensed Consolidated Statements of Income --
Six Months Ended June 28, 1997, and June 29, 19966
Condensed Consolidated Statements of Cash Flows --
Six Months Ended June 28, 1997, and June 29, 1996 7
Notes to Condensed Consolidated Financial Statements 8-9
Item 2. Management's Discussion and Analysis of
- ------------------------------------------------
Financial Condition and Results of Operations 10-12
---------------------------------------------
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
- ------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 13
- -----------------------------------------
SIGNATURES 14
EXHIBIT INDEX 15
(27) Financial Data Schedule 16
Page 2 of 16<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 28,
1997 December 28,
(Unaudited) 1996
----------- ------------
ASSETS (In thousands)
CURRENT ASSETS
Cash and cash equivalents $ 24,137 $ 31,196
Short-term investments 256 1,502
Receivables 142,019 109,095
Inventories (Note B) 61,156 43,550
Deferred income taxes 19,746 9,046
Prepaid expenses and other
current assets 15,927 11,138
------- -------
Total Current Assets 263,241 205,527
PROPERTY, PLANT, AND EQUIPMENT, at cost
Land and land improvements 8,969 9,114
Buildings 132,154 92,509
Machinery and equipment 256,146 231,780
Construction in progress 45,903 42,507
------- -------
443,172 375,910
Less accumulated depreciation 149,661 141,294
------- -------
Net Property, Plant, and Equipment 293,511 234,616
GOODWILL 58,020 51,213
------- -------
OTHER ASSETS 20,620 22,158
Total Assets $635,392 $513,514
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 3 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 28,
1997 December 28,
(Unaudited) 1996
----------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (In thousands)
CURRENT LIABILITIES
Accounts payable and accrued expenses $160,432 $127,910
Income taxes 3,714 2,574
Note payable and current maturities
of long-term obligations 4,844 22,069
------- -------
Total Current Liabilities 168,990 152,553
LONG-TERM DEBT AND OTHER LIABILITIES 162,889 91,468
CAPITAL LEASE OBLIGATIONS 6,036 6,320
DEFERRED INCOME TAXES 18,602 10,726
MINORITY INTEREST IN SUBSIDIARY 56 50
SHAREHOLDERS' EQUITY
Capital Stock:
Preferred, $1 par value; authorized
1,000,000 shares; no shares outstanding - -
Common, $1 par value; authorized
100,000,000 shares; outstanding -- 29,689 29,713
1996 - 29,689,707 shares;
1995 - 30,106,990 shares
Paid-in capital 91 360
Retained earnings 254,080 227,365
Receivable from HON Members Company
Ownership Plan (5,041) (5,041)
------- -------
Total Shareholders' Equity 278,819 252,397
Total Liabilities and
Shareholders' Equity $635,392 $513,514
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 4 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
--------------------
June 28, June 29,
1997 1996
--------------------
(In thousands, except
per share data)
Net sales (Note E) $296,567 $219,260
Cost of products sold 200,969 150,227
------- -------
Gross Profit 95,598 69,033
Selling and administrative expenses 64,303 49,507
------- -------
Operating Income 31,295 19,526
Interest income 441 759
Interest expense 1,582 767
------- -------
Income Before Income Taxes 30,154 19,518
Income taxes 11,307 7,222
------- -------
Net Income $ 18,847 $ 12,296
======= =======
Net income per common share (Note D) $ 0.63 $ 0.41
======= =======
Average number of common
shares outstanding 29,692,077 30,170,014
========== ==========
Cash dividends per common share $ 0.14 $ 0.12
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 5 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Six Months Ended
--------------------------
June 28, June 29,
1997 1996
------------ -----------
(In thousands, except
per share data)
Net sales (Note E) $579,426 $452,737
Cost of products sold 395,163 310,233
------- -------
Gross Profit 184,263 142,504
Selling and administrative expenses 124,756 99,353
Gain on sale of subsidiary (Note C) - 3,200
------- -------
Operating Income 59,507 46,351
Interest income 852 1,500
Interest expense 3,135 1,627
------- -------
Income Before Income Taxes 57,224 46,224
Income taxes 21,459 17,103
------- -------
Net Income $ 35,765 $ 29,121
======= =======
Net income per common share (Note D) $ 1.20 $ 0.96
======= =======
Average number of common
shares outstanding 29,695,994 30,257,593
========== ==========
Cash dividends per common share $ 0.28 $ 0.24
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 6 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
--------------------
June 28, June 29,
1997 1996
-------- ---------
(In thousands)
Net Cash Flows From (To) Operating Activities:
Net income $ 35,765 $ 29,121
Noncash items included in net income:
Depreciation and amortization 15,084 11,392
Gain on sale of subsidiary,
net of tax (Note C) - (2,016)
Other postretirement and postemployment
benefits 686 1,205
Deferred income taxes 1,234 (113)
Other - net 12 248
Net increase (decrease) in noncash operating
assets and liabilities (6,674) (6,281)
Increase in other liabilities (2,356) (519)
------- -------
Net cash flows from
operating activities 43,751 33,037
Net Cash Flows From (To) Investing Activities:
Capital expenditures - net (34,222) (20,928)
Acquisition spending,
net of cash acquired (66,292) -
Net proceeds from sale of
subsidiary (Note C) - 7,336
Short-term investments - net 446 (604)
Long-term investments 1,045 (95)
Other - net (194) -
------- -------
Net cash flows (to)
investing activities (99,217) (14,291)
Net Cash Flows From (To) Financing Activities:
Purchase of HON INDUSTRIES common stock (2,535) (7,971)
Proceeds from long-term debt 100,000 -
Payments of note and long-term debt (42,249) (1,883)
Proceeds from sales of HON INDUSTRIES common
stock to members and stock-based
compensation 1,505 991
Dividends paid (8,314) (7,258)
------- -------
Net cash flows from (to)
financing activities 48,407 (16,121)
Net increase (decrease) in cash and
cash equivalents (7,059) 2,625
Cash and cash equivalents at beginning
of period 31,196 32,231
------- -------
Cash and cash equivalents at
end of period $ 24,137 $ 34,856
======= =======
See accompanying notes to condensed consolidated financial statements.
Page 7 of 16<PAGE>
HON INDUSTRIES Inc. and SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 28, 1997
Note A. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the six-month
period ended June 28, 1997, are not necessarily indicative of the results that
may be expected for the year ending January 3, 1998. For further information,
refer to the consolidated financial statements and footnotes included in the
Company's annual report on Form 10-K for the year ended December 28, 1996.
Note B. Inventories
Inventories of the Company and its subsidiaries are summarized as follows:
June 28, 1997 December 28,
($000) (Unaudited) 1996
-------------- ------------
Finished products $20,583 $15,793
Materials and work in process 40,573 27,757
------ ------
$61,156 $43,550
====== ======
Note C. Gain on Sale of Subsidiary
During the first quarter of 1996, the Company sold all outstanding shares of
its subsidiary, Ring King Visibles, Inc., for a sale price of $8,000,000 in
cash and the forgiveness of intercompany receivables of approximately
$2,000,000. The sale resulted in an approximate $3,200,000 pretax gain.
Note D. Net Income per Common Share
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (FAS) No. 128, Earnings per Share. The
Statement requires the current primary earnings per share calculation to be
replaced with a new basic earnings per share calculation. The Statement will
become effective for public companies for financial statements issued after
December 15, 1997, and early adoption is not permitted. Management estimates
the impact of adopting FAS 128 will have no effect on the calculation of the
Company's reported year-end 1997 earnings per share given its current capital
structure of common stock and no potentially dilutive securities.
Page 8 of 16<PAGE>
Note E. Business Combinations
Assuming the acquisition of Heat-N-Glo Fireplace Products, Inc., had occurred
on December 31, 1995, the beginning of the Company's 1996 fiscal year, instead
of on October 2, 1996, when it actually occurred, the Company's pro forma
consolidated net sales for the second quarter ended June 29, 1996, would have
been approximately $242.5 million instead of the reported $219.3 million. Pro
forma consolidated net sales for the six months ended June 29, 1996, would
have been approximately $495.6 million instead of the reported $452.7 million.
Pro forma consolidated net income and net income per share for the second
quarter and first six months of 1996 would not have been materially different
from the reported amounts.
The Company acquired Allsteel Inc. on June 17, 1997. The transaction has been
accounted for under the purchase method. Accordingly, Allsteel s opening
balance has been included in the Company's consolidated balance sheet as of
June 28, 1997, and its purchase in the Consolidated Statement of Cash Flows
for the six months ended June 28, 1997. The purchase price of Allsteel was
$66.0 million which has been preliminarily allocated as follows:
(In thousands)
Working capital, other than cash $29.4
Property, plant, and equipment 38.4
Goodwill 6.1
Other liabilities (7.9)
Allsteel had no impact on the Company's reported consolidated statements of
income for the second fiscal quarter and six months ended June 28, 1997.
Further information regarding the transaction is set forth in the Company's
Form 8-K, filed June 30, 1997.
Page 9 of 16<PAGE>
Item 2. Management's Discussion and Analysis of
- ------------------------------------------------
Financial Condition and Results of Operations
---------------------------------------------
Results of Operations
- ---------------------
A summary of the period-to-period changes in the principal items included in
the Condensed Consolidated Statements of Income is shown below:
Comparison of
--------------------------------------------------------
Increases (Decreases) Three Months Ended Six Months Ended Three Months Ended
Dollars in Thousands June 28, 1997 & June 28, 1997 & June 28, 1997 &
June 29, 1996 June 29, 1996 March 29, 1997
------------------ ---------------- ------------------
Net sales $77,307 35.3% $126,689 28.0% $13,708 4.8%
Cost of products sold 50,742 33.8 84,930 27.4 6,775 3.5
Selling & Administrative
expenses 14,796 29.9 25,403 25.6 3,850 6.4
Gain on sale of
subsidiary - - 3,200 100.0 - -
Interest income (318) (41.9) (648) (43.2) 30 7.3
Interest expense 815 106.3 1,508 92.7 29 1.9
Income taxes 4,085 56.6 4,356 25.5 1,155 11.4
Net income 6,551 53.3 6,644 22.8 1,929 11.4
The Company reported record quarterly sales and earnings for its fiscal second
quarter ended June 28, 1997. This is the sixth consecutive quarter of record
results from operations.
For the quarter ended June 28, 1997, consolidated net sales were $296.6
million compared to $219.3 million in 1996, an increase of 35.3%. Net income
for the second quarter of 1997 was $18.8 million, a 53.3% increase over net
income generated in the same quarter in 1996. Net income per share for the
quarter increased to $0.63 per share, an increase of 53.7% over the same
quarter last year.
For the six months ended June 28, 1997, consolidated net sales were $579.4
million, up 28% from $452.7 million in the year ago period. Net income for
the first half of 1997 was $35.8 million, a 32% increase over net income
generated in 1996, excluding a nonrecurring gain. Net income per share
increased to $1.20 per share, an increase of 35% when measured against $0.89
earned from ongoing operations last year. The reported results for the first
six months of 1996 included a $2 million after-tax, nonrecurring gain on the
sale of a subsidiary, Ring King Visibles, Inc., which contributed an
additional $0.07 per share to 1996 net income which totaled $29.1 million, or
$0.96 per share.
As a result of the Company's October 1996 acquisition of Heat-N-Glo Fireplace
Products, Inc., it now has two reportable core business segments: office
furniture and hearth products. Hearth products include a broad line of
manufactured gas- and wood-burning fireplaces and stoves, fireplace inserts,
and chimney systems principally for the home.
Page 10 of 16<PAGE>
For the second quarter of 1997, office furniture comprised 83% of
consolidated net sales and hearth products 17%. Net sales for office
furniture were up 22% for the quarter compared to the same quarter a year ago.
Hearth product sales increased 176%, due primarily to contributions from the
Heat-N-Glo division of Hearth Technologies Inc. On a pro forma basis,
including Heat-N-Glo operations in the Company's quarterly prior year results,
hearth product sales increased 25% for the quarter. Office furniture
contributed 82% of consolidated operating profit before unallocated corporate
expenses and hearth products 18% as defined by the prevailing Financial
Accounting Standards Board Statements for segment reporting.
For the six months ended June 28, 1997, office furniture comprised 84% of
consolidated net sales and hearth products 16%. Office furniture contributed
87% of consolidated operating profit before unallocated corporate expenses and
hearth products 13%.
The U.S. office furniture and hearth products industries are showing
impressive growth -- both are estimated to be up approximately 15% in the
first half of 1997. The Company is participating in this industry growth and
gaining market share in both segments. Management believes the Company's
market share gain in the office furniture segment is being driven by its
leading position in the faster growing medium-priced office furniture segment,
expanding distribution, particularly as a result of gaining more page count in
customer catalog merchandising, a steady stream of new product offerings. It
is believed the market share gain in the hearth products segment can be
contributed to the Company's leadership position in this expanding industry,
by strong customer acceptance of its existing fireplace and stove products,
especially gas burning fireplaces and stoves, and innovative new products.
The consolidated gross profit margin for the second quarter of 1997 was 32.2%
compared to 31.5% for the same quarter in 1996. On a six-month basis, the
margin was 31.8% for 1997 versus 31.5% for 1996. Margin improvements are
being primarily driven by increased production unit volume, productivity
improvements, and effective cost control efforts.
Selling and administrative expenses for the second quarter of 1997 were 21.7%
of net sales compared to 22.6% in the comparable quarter of 1996. On a six-
month basis, they were 21.5% in 1997 versus 21.9% in 1996. Management places
major emphasis on controlling and reducing selling and administrative expenses
as a percentage of net sales. A continuing commitment to developing more
efficient business processes, which also improve member productivity, coupled
with stringent control of expenses continue to yield positive results.
However, these results are being partially offset by increasing freight costs
due to the growth of unit volume, increasing distribution costs for new
warehouse capacity and product handling technologies that facilitate providing
higher level of service to customers, and the ongoing commitment to
developing and marketing new products.
Page 11 of 16<PAGE>
Liquidity and Capital Resources
- -------------------------------
As of June 28, 1997, cash and short-term investments decreased to $24.1
million compared to a $32.7 million balance at year-end 1996. The decrease is
principally due to a note payable payment and capital expenditures.
Net capital expenditures for the first six months of 1997 were $34.2 million
and primarily represent investment for more efficient and productive machinery
and equipment and increased production capacity. These investments were
funded by cash reserves and cash from operations.
A $0.14 per share quarterly dividend on common stock was paid on May 30, 1997,
to shareholders of record on May 22, 1997. This was the 169th consecutive
quarterly dividend paid by the Company.
The Company has been using cash to repurchase its common stock over an
extended period of time because of management s continuing belief the stock
has been undervalued. In the second quarter, the Company repurchased 31,075
shares of its common stock at a cost of approximately $1.4 million or an
average price of $44.46 per share. For the six months of fiscal year 1997,
63,648 shares were acquired at a cost of approximately $2.6 million, or an
average price of $40.10 per share. As of June 28, 1997, approximately $6.2
million of the Board's current repurchase authorization remained unspent.
At the end of the second quarter, the Company acquired Allsteel Inc. from BTR
plc. Allsteel is a manufacturer and marketer of mid-priced office furniture,
which operates modern manufacturing facilities located in West Hazelton,
Pennsylvania, Jackson and Milan, Tennessee, and Tupelo, Mississippi.
Looking Ahead
- -------------
Management s goal is to achieve double-digit growth in sales and earnings for
1997. The Company's growth is being driven by the introduction and acceptance
of new products, which expand the appeal to existing customers and allow the
Company to enter new market segments. The strategy is to increase market
share, while broadening the product line and developing additional value-added
services. Management is optimistic about the remainder of 1997 and the ability
to achieve the Company's financial goals.
Except for the historical information contained herein, the matters discussed
in this Form 10-Q are forward-looking statements. Such forward-looking
statements involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those discussed in the forward-looking
statements. The following are some of the important factors that could cause
actual results or outcomes to differ materially from those discussed in the
forward-looking statements: competitive conditions, pricing trends in the
office furniture and hearth products markets, acceptance of the Company's new
product introductions, the overall growth rate of the office furniture and
hearth products industries, the achievement of cost reductions and
productivity improvements in the Company's operations, impact of future
acquisitions, as well as the risks, uncertainties, and other factors described
from time to time in the Company's SEC filings and reports.
Page 12 of 16<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The Annual Meeting of Shareholders of HON INDUSTRIES Inc. was held on May 13,
1997, for purposes of electing four Directors to the Board of Directors,
approval of the 1995 Stock-Based Compensation Plan, as amended and restated,
and approval of the 1997 Equity Plan for Non-Employee Directors. The first
proposal voted upon was the election of four Directors for terms expiring at
the annual meeting in 2000. The four persons nominated by the Company's Board
of Directors received the following votes and were elected:
For Withheld
--- --------
Robert W. Cox 26,469,228 73,501
or 89% or 0%
Stanley M. Howe 26,468,101 74,628
or 89% or 0%
Lee Liu 26,456,603 86,126
or 89% or 0%
Lorne R. Waxlax 26,471,288 71,441
or 89% or 0%
The second proposal voted upon was the approval of the 1995 Stock-Based
Compensation Plan, as amended and restated. The Plan was approved with
17,053,860 votes, or 57%, voting for and 8,352,315, or 28%, votes withheld.
The third proposal voted upon was the approval of the 1997 Equity Plan for Non-
Employee Directors. The Plan was approved with 21,845,268 votes, or 74%,
voting for and 3,560,901, or 12%, votes withheld.
As to all three proposals, there were no broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
(a) Exhibits. See Exhibit Index.
(b) Reports on Form 8-K. The Company filed a current report on Form 8-K
dated June 30, 1997, to report the acquisition of Allsteel Inc. on
June 17, 1997.
Page 13 of 16<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HON INDUSTRIES Inc.
Dated: August 7, 1997 By /s/ David C. Stuebe
-------------------
David C. Stuebe
Vice President and
Chief Financial Officer
By /s/ Melvin L. McMains
---------------------
Melvin L. McMains
Controller
Page 14 of 16<PAGE>
PART II. EXHIBITS
EXHIBIT INDEX
Page
(27) Financial Data Schedule 16
Page 15 of 16
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<ARTICLE> 5
<CIK> 0000048287
<NAME> HON INDUSTRIES INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-3-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 24,137
<SECURITIES> 256
<RECEIVABLES> 144,854
<ALLOWANCES> (2,835)
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<PP&E> 443,172
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0
0
<COMMON> 29,689
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<TOTAL-LIABILITY-AND-EQUITY> 635,392
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