UNITED STATES SECURITIES AND
EXCHANGE COMMISSION |
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FORM 10-Q |
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(MARK ONE) |
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X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE |
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For the quarterly period ended April 2, 2005 |
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OR |
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/ / TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE |
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For the transition period from ____________________ to ____________________ |
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Commission File Number 0-2648 |
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HNI Corporation |
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Iowa |
42-0617510 |
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P. O. Box 1109, 414 East
Third Street |
52761-0071 |
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Registrant's telephone number, including area code: 563/264-7400 |
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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. |
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES X NO |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. |
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Class |
Outstanding at April 2, 2005 |
HNI Corporation and SUBSIDIARIES |
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INDEX |
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PART I. FINANCIAL INFORMATION |
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Page |
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Item 1. Financial Statements (Unaudited) |
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Condensed
Consolidated Balance Sheets |
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Condensed
Consolidated Statements of Income |
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Condensed
Consolidated Statements of Cash Flows |
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Notes to Condensed Consolidated Financial Statements |
7-14 |
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Item
2. Management's Discussion and Analysis of |
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Item 3. Quantitative and Qualitative Disclosure about Market Risk |
20 |
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Item 4. Controls and Procedures |
20 |
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PART II. OTHER INFORMATION |
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Item 2. Changes in Securities and Use of Proceeds |
21 |
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Item 6. Exhibits and Reports on Form 8-K |
21 |
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SIGNATURES |
22 |
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EXHIBIT INDEX |
23 |
PART
I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
HNI Corporation and SUBSIDIARIES |
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April 2, |
January 1, |
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ASSETS |
(In thousands) |
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CURRENT ASSETS |
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Cash and cash equivalents |
$ 26,307 |
$ 29,676 |
Total Current Assets |
403,011 |
374,579 |
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PROPERTY, PLANT, AND EQUIPMENT, at cost |
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Land and land improvements |
26,114 |
26,042 |
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791,129 |
786,693 |
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Total Assets |
$1,047,120 |
$ 1,021,657 |
See accompanying Notes to Condensed Consolidated Financial Statements.
HNI Corporation and SUBSIDIARIES |
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April 2, |
January 1, |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
(In thousands, except share and per share value data) |
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CURRENT LIABILITIES |
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Accounts payable and accrued
expenses |
$ 239,711 |
$ 253,958 |
Total Current Liabilities |
267,075 |
266,250 |
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LONG-TERM DEBT |
25,769 |
2,627 |
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CAPITAL LEASE OBLIGATIONS |
924 |
1,018 |
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OTHER LONG-TERM LIABILITIES |
40,070 |
40,045 |
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DEFERRED INCOME TAXES |
38,470 |
42,554 |
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SHAREHOLDERS' EQUITY |
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Capital Stock: |
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Common, $1 par value, authorized |
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Paid-in capital |
689 |
6,879 |
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Total Shareholders' Equity |
674,812 |
669,163 |
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Total Liabilities and Shareholders' Equity |
$ 1,047,120 |
$ 1,021,657 |
See accompanying Notes to Condensed Consolidated Financial Statements.
HNI Corporation and SUBSIDIARIES |
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Three Months Ended |
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April 2, |
April 3, |
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(In thousands, except share |
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Net Sales |
$ 562,261 |
$ 464,037 |
Net income per common share (basic and diluted) |
$0.47 |
$0.38 |
Average number of common shares outstanding - basic |
55,175,803 |
58,240,221 |
Average number of common shares outstanding - diluted |
55,551,134 |
58,690,281 |
Cash dividends per common share |
$0.155 |
$0.14 |
See accompanying Notes to Condensed Consolidated Financial Statements.
HNI Corporation and SUBSIDIARIES |
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Three Months Ended |
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April 2, |
April 3, |
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(In thousands) |
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Net Cash Flows From (To) Operating
Activities: |
516 (26,447) |
17,312 440 (31,769) |
Net Cash Flows From (To) Investing
Activities: |
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Net Cash Flows From (To) Financing
Activities: |
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4,523 |
Net increase (decrease) in cash and |
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Cash and cash equivalents at end of period |
$ 26,307 |
$ 80,889 |
See
accompanying Notes to Condensed Consolidated Financial Statements.
HNI Corporation and
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
April 2, 2005
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 three-month period
ended April 2, 2005 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2005. For further information, refer to the consolidated financial statements
and footnotes included in the Corporation's annual report on Form 10-K for the
year ended January 1, 2005.
Note B. Summary of Significant Accounting Policies
Stock based compensation - HNI Corporation ("the Corporation") accounts for its
stock option plan using Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," which results in no charge to earnings when
options are issued at fair market value.
The following table illustrates the effect on net income and earnings
per share if the Corporation had applied the fair value recognition provisions
of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation" ("Original SFAS No. 123"), as amended by SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure," to
stock-based employee compensation.
Three Months Ended |
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Apr. 2, |
Apr. 3, |
Net income, as reported |
$ 26,122 |
$ 22,411 |
Deduct: Total stock-based employee |
(434) |
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Pro forma net income |
$25,688 |
$ 21,762 |
Earnings per share: |
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Note C. Inventories
The Corporation values approximately 86% of its inventory at the lower of cost or market by the last-in, first-out ("LIFO") method.
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Apr. 2, 2005 |
Jan. 1, 2005 |
Finished products |
$ 57,356 |
$ 52,796 |
Materials and work in process |
39,030 |
40,712 |
LIFO allowance |
(15,930) |
(15,918) |
$ 80,456 |
$ 77,590 |
Note D. Comprehensive Income and
Shareholders' Equity
The Corporation's comprehensive income in 2005 consisted of unrealized holding
gains or losses on equity securities available-for-sale under SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," additional
pension liability and foreign currency adjustments.
For the three months ended April 2, 2005, the Corporation repurchased 512,500 shares of its common stock at a cost of approximately $21.7 million. As of April 2, 2005, $124.0 million of the Board's current repurchase authorization remained unspent.
Note E. Earnings Per Share
The following table reconciles the numerators and denominators used in the
calculation of basic and diluted earnings per share ("EPS"):
Three Months Ended |
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Apr. 2, 2005 |
Apr. 3, 2004 |
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Numerators: |
$ 26,122 |
$ 22,411 |
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Denominators: |
55,175,803 |
58,240,221 |
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Potentially
dilutive shares |
375,331 |
450,060 |
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Denominator for diluted EPS |
55,551,134 |
58,690,281 |
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Note F. Business Combinations
The Corporation completed the acquisition of two small office furniture services companies, a small hearth distributor and an office furniture dealer during the first quarter ending April 2, 2005. The combined purchase price for these acquisitions totaled approximately $10.3 million. The Corporation is in the process of finalizing the allocation of the purchase price. Any modification is not expected to be significant. There are approximately $5.2 million of intangibles associated with these acquisitions. Of these acquired intangible assets, $1.4 million was assigned to a trade name that is not subject to amortization. The remaining $3.8 million have estimated useful lives ranging from two to ten years. There is approximately $3.3 million of goodwill associated with these acquisitions, of which all but $40,000 was assigned to the furniture segment. All goodwill is deductible for income tax purposes.
Note G. Goodwill and Other Intangible Assets
The table below summarizes amortizable definite-lived intangible assets as of
April 2, 2005 and January 1, 2005, which are reflected in Other Assets in the
Corporation's condensed consolidated balance sheets:
(In thousands) |
Apr. 2, 2005 |
Jan. 1, 2005 |
Patents |
$ 18,820 |
$ 18,820 |
Customer relationships and other |
58,383 |
54,702 |
Less: accumulated amortization |
(23,279) |
(21,785) |
$ 53,924 |
$ 51,737 |
Aggregate amortization expense for the three-months ended April 2, 2005 and April 3, 2004 was $1,494,000 and $971,000, respectively. Amortization expense is estimated to decrease from $6.9 million to $4.2 million per year over the next five years.
The Corporation also owns trademarks and trade names with a net carrying amount
of $30.6 million. These trademarks are
deemed to have indefinite useful lives because they are expected to generate
cash flows indefinitely.
The changes in the carrying amount of goodwill since January 1, 2005, are
as follows by reporting segment:
Office |
Hearth |
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Balance as of January 1, 2005 |
$65,531 |
$159,023 |
$224,554 |
Goodwill increase during period |
3,422 |
40 |
3,462 |
Balance as of April 2, 2005 |
$68,953 |
$159,063 |
$228,016 |
In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets", the Corporation evaluates its goodwill for impairment on an annual basis based on values at the end of the third quarter or whenever indicators of impairment exist. The Corporation has previously evaluated its goodwill for impairment and has determined that the fair value of the reporting unit exceeds their carrying value so no impairment of goodwill was recognized. The increase in goodwill relates to the acquisitions completed during the quarter as well as small purchase price adjustments related to prior acquisitions. See Business Combination footnote for further information.
Note H. Product
Warranties
The Corporation issues certain warranty policies on its furniture and hearth
products that provide for repair or replacement of any covered product or
component that fails during normal use because of a defect in design, or
workmanship.
A warranty reserve is determined by recording a specific reserve for known
warranty issues and an additional reserve for unknown claims that are expected
to be incurred based on historical claims experience. Actual claims incurred could differ from the original estimates,
requiring adjustments to the reserve.
Activity associated with warranty obligations was as follows during the
period:
Three Months Ended
(In thousands) |
Apr. 2, |
Apr. 3, 2004 |
Balance
at beginning of period |
$10,794 |
$
8,926 |
Balance at end of period |
$11,136 |
$ 9,892 |
Note I. Postretirement Health Care
In accordance with the interim disclosure requirements of revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," the following table sets forth the components of net periodic benefit cost included in the Corporation's income statement for:
Three Months Ended |
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(In thousands) |
Apr. 2, |
Apr. 3, |
Service cost |
$ 76 |
$ 71 |
Interest cost |
264 |
266 |
Expected return on plan assets |
(51) |
(72) |
Amortization of transition obligation |
145 |
145 |
Amortization of prior service cost |
58 |
58 |
Amortization of (gain)/loss |
9 |
- |
Net periodic benefit cost |
$ 501 |
$ 468 |
In May 2004, The Financial Accounting Standards Board ("FASB") issued FASB Staff Position No. 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("FSP 106-2"). The Corporation has determined that the benefits provided by the plan are not actuarially equivalent to the Medicare Part D benefit under the Act based on the percentage of the cost of the plan that the Corporation provides.
Note
J. Commitments and Contingencies
During the second quarter ended June 28, 2003, the Corporation entered into a
one-year financial agreement for the benefit of one of its distributor chain
partners which has been extended. The
maximum financial exposure assumed by the Corporation as a result of this
arrangement is currently $2.0 million, which is secured by collateral. In accordance with the provisions of FIN 45,
the Corporation has recorded the fair value of this guarantee, which is
estimated to be less than $0.1 million.
The
Corporation utilizes letters of credit in the amount of $23.1 million to back
certain financing instruments, insurance policies and payment obligations. The letters of credit reflect fair value as
a condition of their underlying purpose and are subject to fees competitively
determined.
The Corporation is contingently liable for future minimum payments totaling
$5.3 million under a transportation service contract. The transportation agreement is for a three-year period that ends
May 1, 2005, and is automatically renewable for periods of one year. This
contract was renewed. Either party may
terminate the agreement upon ninety days' written notice.
The Corporation has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes, and other claims. The Corporation currently has a claim for approximately $7.6 million pending against it arising out of the bankruptcy of a customer filed in 2001. The Corporation was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables. The claim alleges that the Corporation received preferential payments from the customer during the ninety days before the customer filed for bankruptcy protection. The claim was brought in February 2003. The Corporation has recorded an accrual with respect to this contingency, in an amount substantially less than the full amount of the claim, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claim. Given the nature of this claim, it is possible that the ultimate outcome could differ from the recorded amount.
Note K. New Accounting Standards
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs." SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Corporation intends to adopt SFAS No. 151 on January 1, 2006, the beginning of its 2006 fiscal year. The adoption of SFAS No. 151 is not expected to have a material impact on the Corporation's financial statements.
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces Original SFAS No. 123 and supercedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values, beginning with the first annual fiscal period after June 15, 2005. Under the Original SFAS No. 123, this accounting treatment was optional with pro forma disclosures required. The Corporation is required to adopt SFAS No. 123(R) in its first quarter of fiscal 2006, beginning January 1, 2006. It will be effective for all awards granted after that date and for the unvested portion of awards granted prior to the adoption date. The expense that will be recognized with respect to such unvested awards will be based on the grant-date fair value and vesting schedule of those awards used in calculating the pro forma disclosures required under Original SFAS No. 123. See Note B for the impact of the fair value recognition provisions of Original SFAS No. 123 on our net income and net income per share.
In February 2005, the SEC Office of the Chief Accountant issued a letter to clarify the staff's interpretation regarding the accounting for operating leases under generally accepted accounting principles. Issues covered in this clarification include the amortization of leasehold improvements, rent holidays, and landlord/tenant incentives. The SEC staff believes that its positions are based upon existing accounting literature, and as such, any registrants who determine their accounting for leases in prior periods to be in error should issue a restatement of results from the correction of any such errors, if deemed significant. The Corporation has reevaluated its accounting for leases and determined that the impact of this clarification on its financial statements did not have a material impact on the Corporation's financial statements in the current quarter or prior periods.
In March 2005, the FASB issued Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations, an Interpretation of FASB Statement No. 143" ("FIN 47"). Under FIN 47, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Any uncertainty about the amount and/or timing of future settlement should be factored into the measurement of the liability when sufficient information exists. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value. The provisions of FIN 47 are required to be applied no later than the end of fiscal years ending after December 15, 2005, although early adoption is encouraged. As such, the Corporation is required to adopt FIN 47 by the end of fiscal 2005. The Corporation is currently evaluating the impact of FIN 47 on its consolidated financial statements.
Note L. Business
Segment Information
Management views the Corporation as being in two business segments: office
furniture and hearth products with the former being the principal business
segment.
The office furniture segment manufactures and markets a broad line of metal and
wood commercial and home office furniture which includes file cabinets, desks,
credenzas, chairs, storage cabinets, tables, bookcases, freestanding office
partitions and panel systems, and other related products. The hearth product segment manufactures and
markets a broad line of manufactured electric, gas-, pellet- and wood-burning
fireplaces and stoves, fireplace inserts, and chimney systems principally for
the home.
For purposes of segment reporting, intercompany sales transfers between
segments are not material and operating profit is income before income taxes
exclusive of certain unallocated corporate expenses. These unallocated corporate expenses include the net cost of the
Corporation's corporate operations, interest income, and interest expense. Management views interest income and expense
as corporate financing costs and not as a business segment cost. In addition, management applies one
effective tax rate to its consolidated income before income taxes so income
taxes are not reported or viewed internally on a segment basis.
No geographic information for revenues from external customers or for
long-lived assets is disclosed as the Corporation's primary market and capital
investments are concentrated in the United States.
Reportable segment data reconciled to the consolidated
financial statements for the three-month period ended April 2, 2005 and April
3, 2004, is as follows:
Three Months Ended |
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Apr. 2, |
Apr. 3, |
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Net
Sales: |
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$ 562,261 |
$ 464,037 |
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Operating
Profit: |
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Depreciation
& Amortization Expense: |
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Capital
Expenditures (including capitalized software): |
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As of |
As of |
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Identifiable
Assets: |
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Item 2. Management's Discussion
and Analysis of Financial Condition and Results of
Operations
Overview
The Corporation has two reportable core operating segments: office furniture and hearth products. The Corporation is the second largest office furniture manufacturer in the United States and the nation's leading manufacturer and marketer of gas- and wood-burning fireplaces.
During the first quarter, the Corporation experienced strong growth in both its office furniture and hearth products segments driven by solid organic growth, contributions from acquisitions completed in the second half of 2004 and early 2005, pull ahead orders and sales in advance of price increases along with strong market dynamics.
The Corporation's net income increased to $26.1 million for first quarter 2005 compared to $22.4 million for the same period last year. Net income per share was $0.47 per diluted share compared to $0.38 per diluted share in the first quarter of 2004, an increase of 23.7 percent. The Corporation reduced its annualized effective tax rate for 2005 to 35.5 percent compared to 36.0 percent in first quarter 2004 due primarily to benefits resulting from the implementation of the American Jobs Creation Act of 2004.
The Corporation's gross margins continued to be negatively impacted by higher steel and petroleum based product costs during the quarter.
Critical Accounting Policies
The preparation of the financial statements requires the Corporation to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Corporation continually evaluates its accounting policies and estimates. The Corporation bases its estimates on historical experience and on a variety of other assumptions believed to be reasonable in order to make judgments about the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. A summary of the more significant accounting policies that require the use of estimates and judgments in preparing the financial statements is provided in the Corporation's 10-K report for the year ended January 1, 2005. During the first three months of fiscal 2005, there was no material change in the accounting policies and assumptions previously disclosed.
Results of Operations
The following table presents certain key highlights from the results of operations for the periods indicated.
Three Months Ended |
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(In thousands) |
Apr. 2, |
Apr. 3 |
Percent |
Net sales |
$562,261 |
$464,037 |
21.2% |
Cost of products sold |
366,416 |
294,275 |
24.5 |
Gross profit |
195,845 |
169,762 |
15.4 |
Selling & administrative expenses |
155,400 |
134,580 |
15.5 |
Restructuring & impairment charges |
- |
520 |
- |
Operating income |
40,445 |
34,662 |
16.7 |
Interest income |
539 |
725 |
(25.7) |
Interest expense |
484 |
370 |
30.8 |
Income taxes |
14,378 |
12,606 |
14.1 |
Net income |
$ 26,122 |
$ 22,411 |
16.6% |
Net sales for the first quarter increased 21.2 percent to $562.3 million, compared to $464.0 million for the same quarter last year. The Corporation experienced strong growth in both its office furniture and hearth products segments driven by strong market dynamics. During the first quarter of 2005, the Corporation completed the acquisitions of two small office furniture services companies, one office furniture dealer and a small hearth distributor. Those acquisitions, along with the acquisition of Omni Remanufacturing Inc. and Edward George Company completed during the second half of 2004, accounted for approximately $22 million of the increase in sales. Approximately $23 million resulted from sales price increases to offset higher material costs. The Corporation also recorded approximately $20 million of sales in advance of price increases that will become effective during the second quarter.
Gross margins for the quarter decreased to 34.8 percent from 36.6 percent for the same quarter last year. The Corporation continued to be negatively impacted by $27 million of higher steel and other material costs. Price increases previously announced to offset higher material and fuel costs will be fully effective during the second quarter.
Total selling and administrative expenses for the quarter increased to $155.4 million compared to $135.1 million in first quarter 2004, however decreased as a percent of sales to 27.6 percent compared to 29.1 percent due to increased sales volume. Included in first quarter 2005 were additional selling and administrative costs of $6 million associated with new acquisitions and increased freight and distribution costs of $8 million due to volume, rate increases and fuel surcharges. The Corporation also continued to invest in brand building and selling initiatives. First quarter 2004 included restructuring charges of $0.5 million related to the previous shutdown of two office furniture facilities.
Net income was $26.1 million compared to $22.4 million in the same period in 2004. Net income per share was $0.47 per diluted share compared to $0.38 per diluted share in first quarter 2004, an increase of 23.7 percent. Net income per share was positively impacted $0.02 per share as a result of the Corporation's share repurchase program.
The Corporation reduced its annualized effective tax rate for 2005 to 35.5 percent compared to 36.0 percent in first quarter 2004 due primarily to benefits resulting from the implementation of the American Jobs Creation Act of 2004. The Corporation expects the effective tax rate to remain at this level in 2005.
Office Furniture
For the first quarter of 2005, office furniture comprised 76 percent of consolidated net sales. Net sales for office furniture were up 22.3 percent to $427.5 million from $349.7 million for the same quarter last year. The Corporation's acquisitions since first quarter 2004 accounted for $14 million of the increase; while $15 million resulted from sales price increases to partially offset higher material costs. Approximately $20 million of the increase resulted from sales in advance of announced price increases. Operating profit prior to unallocated corporate expense increased to $38.8 million compared to $31.7 million for the same quarter last year. Operating profit as a percent of net sales remained flat at 9.1 percent due to increased steel and other material costs of $22 million and increased freight and distribution costs of $7 million.
Hearth Products
For the quarter, net sales for the hearth products segment increased 17.8 percent to $134.7 million from $114.4 million last year. The Corporation's acquisitions of Edward George Company in July 2004, along with a small hearth distributor in first quarter 2005, accounted for approximately $8 million of the increase in sales. Approximately $8 million resulted from sales price increases to offset higher material costs. Operating profit prior to unallocated corporate expenses was $10.5 million compared to $10.6 million in 2004. Operating profit as a percent of net sales decreased to 7.8 percent versus 9.3 percent in 2004. The decrease in operating profit margin was due to retail softness in certain markets due to milder winter conditions and higher than normal operating expenses due to investments in selling, brand and new product initiatives as well as other operating costs.
Liquidity and Capital Resources
As of April 2, 2005, cash and short-term investments decreased to $35.0 million compared to a $36.5 million balance at year-end 2004. Cash flow from operations for the first three months was $18.7 million compared to $18.3 million last year. Trade receivables and inventory levels have increased from year-end due to seasonality, increased volume, and acquisitions completed during the quarter. Cash flow and working capital management continue to be a major focus of management to ensure the Corporation is poised for growth. The Corporation has sufficient liquidity to manage its operations and maintains additional borrowing capacity of $104 million, net of amounts designated for letters of credit, through a revolving bank credit agreement.
Net capital expenditures, including capitalized software, for the first three months of 2005 were $9.4 million compared to $6.1 million in 2004 and were primarily for tooling and equipment for new products. Cash from operations funded these investments. For the full year 2005, capital expenditures are expected to be somewhat above 2004 levels and are also planned to be funded from the Corporation's cash flow from operations.
The Corporation completed the acquisition of two small office furniture services companies, one office furniture dealer, and a small hearth products distributor for a total of $9.9 million. During the first quarter of 2005 the Corporation utilized $23 million under its revolving credit facility to fund acquisitions and meet cash requirements.
On February 16, 2005, the Board approved a 10.7 percent increase in the common stock quarterly cash dividend from $0.14 per share to $0.155 per share. The dividend was paid on March 1, 2005, to shareholders of record on February 25, 2005. This was the 200th consecutive quarterly dividend paid by the Corporation.
During the three months ended April 2, 2005, the Corporation repurchased 512,500 shares of its common stock at a cost of approximately $21.7 million. As of April 2, 2005, $124.0 million of the Board's current repurchase authorization remained unspent.
On May 3, 2005, the Board of Directors declared a $0.155 per common share cash dividend to shareholders of record on May 13, 2005, to be paid on June 1, 2005.
Commitments and Contingencies
During the second quarter ended June 28, 2003, the Corporation entered into a one-year financial agreement for the benefit of one of its distributor chain partners that has been extended. The maximum financial exposure assumed by the Corporation as a result of this arrangement totals $2.0 million which is secured by collateral. In accordance with the provisions of FIN 45, the Corporation has recorded the fair value of this guarantee, which is estimated to be less than $0.1 million.
The
Corporation utilizes letters of credit in the amount of $23.1 million to back
certain financing instruments, insurance policies and payment obligations. The letters of credit reflect fair value as
a condition of their underlying purpose and are subject to fees competitively
determined.
The Corporation is contingently liable for future minimum payments totaling
$5.3 million under a transportation service contract. The transportation agreement is for a three-year period that ends
May 1, 2005 and is automatically renewable for periods of one year. This contract was renewed. Either party may terminate the agreement
upon ninety days' written notice.
The Corporation has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes, and other claims. The Corporation currently has a claim for approximately $7.6 million pending against it arising out of the bankruptcy of a customer filed in 2001. The Corporation was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables. The claim alleges that the Corporation received preferential payments from the customer during the ninety days before the customer filed for bankruptcy protection. The claim was brought in February 2003. The Corporation has recorded an accrual with respect to this contingency, in an amount substantially less than the full amount of the claim, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claim. Given the nature of this claim, it is possible that the ultimate outcome could differ from the recorded amount.
Looking Ahead
Management believes that the office furniture and hearth products markets will continue to grow. The Corporation's order trends are solid and management believes the Corporation is well positioned in each of its markets to continue to experience strong market performance. However, there continues to be economic uncertainty and the market remains very competitive.
The Corporation will experience the negative impact of the $20 million sales in advance of price increases recognized in the first quarter during the second quarter. The second quarter will also be impacted by fulfillment of orders during the second quarter that were placed prior to the price increase.
Steel costs appear to be moderating, however, they remain at high levels. The Corporation is also experiencing cost pressures in freight and distribution costs, petroleum related products and other raw materials. The Corporation remains focused on productivity improvements, cost reductions, elimination of non-value added activity throughout the total value stream, and aggressive strategic sourcing on a global basis.
The Corporation continues its focus on creating long-term shareholder value by growing its business through investment in building brands, product solutions, and selling models, enhancing its strong member-owner culture and remaining focused on its rapid continuous improvement programs to build best total cost.
Forward-Looking
Statements
Statements in this
report that are not strictly historical, including statements as to plans,
objectives, and future financial performance, are "forward-looking"
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
involve known and unknown risks, which may cause the Corporation's actual
results in the future to differ materially from expected results. These
risks include, among others: the Corporation's ability to realize financial
benefits (a) from its price increases, (b) from its cost containment and
business simplification initiatives, (c) from its investments in strategic
acquisitions, new products and brand building, (d) from its investments in
distribution and rapid continuous improvement, (e) from its repurchases of
common stock, and (f) from its ability to maintain its effective tax rate;
uncertainty related to the availability of cash to fund future growth; lower
than expected demand for the Corporation's products due to uncertain political
and economic conditions; lower industry growth than expected; major disruptions
at our key facilities or in the supply of any key raw materials, components or
finished goods; uncertainty related to disruptions of business by terrorism or
military action; competitive pricing pressure from foreign and domestic
competitors; higher than expected costs and lower than expected supplies of
materials (including steel and other materials); changes in the mix of products
sold and of customers purchasing; and other factors described in the
Corporation's annual and quarterly reports filed with the Securities and
Exchange Commission on Forms 10-K and 10-Q.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
As
of April 2, 2005, there were no material changes to the financial market risks
that affect the quantitative and qualitative disclosures presented as of
January 1, 2005 in item 7A of the Corporation's Annual Report on Form 10-K.
Item 4. Controls and Procedures
Disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Corporation in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls
and procedures are also designed to ensure that information is accumulated and
communicated to management, including the chief executive officer and chief
financial officer, as appropriate to allow timely decisions regarding required
disclosure.
Under the supervision and with the participation of management, the chief
executive officer and chief financial officer of the Corporation have evaluated
the effectiveness of the design and operation of the Corporation's disclosure
controls and procedures as of April 2, 2005, and, based on their evaluation,
the chief executive officer and chief financial officer have concluded that
these controls and procedures are effective.
There have not been any changes in our internal control over financial reporting that occurred during the fiscal quarter ended April 2, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(E) Issuer Purchases of Equity Securities
The following is a summary of share repurchase activity during the first quarter ended April 2, 2005.
|
|
|
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(d) Maximum Number (or |
1/2/05 - 1/29/05 |
128,000 |
$40.42 |
128,000 |
$ 140,530,039 |
1/30/05 - 2/26/05 |
134,000 |
$41.04 |
134,000 |
$ 135,031,062 |
2/27/05-4/2/05 |
250,500 |
$44.12 |
250,500 |
$123,979,269 |
Total |
512,500 |
$42.39 |
512,500 |
$123,979,269 |
(1) No shares were purchased outside of a publicly announced plan or program.
(2) The Corporation repurchases shares under a previously announced plan authorized by the Board of Directors. The plan was announced on November 12, 2004, providing share repurchase authorization of $150,000,000 with no specified expiration date.
(3) No repurchase plans expired or were terminated during
the first quarter, nor do any plans exist under which the Corporation does not
intend to make further purchases.
Item
6. Exhibits and Reports on Form 8-K
Exhibits. See Exhibit Index.
SIGNATURES |
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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. |
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HNI
Corporation |
EXHIBIT
INDEX |
|
(31.1) |
Certification of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
(31.2) |
Certification of the 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, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
EXHIBIT 31.1
CERTIFICATION OF CHIEF
EXECUTIVE OFFICER |
|
I, Stan A. Askren, Chairman, President and Chief
Executive Officer of HNI Corporation, certify that: c. evaluated the
effectiveness of the registrant's disclosure controls and procedures, and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
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/s/ Stan A. Askren |
|
|
Name: Stan
A. Askren |
|
|
CERTIFICATION OF CHIEF
FINANCIAL OFFICER |
|
I,
Jerald K. Dittmer, Vice President and Chief Financial Officer of HNI
Corporation, certify that: c. evaluated the effectiveness
of the registrant's disclosure controls and procedures, and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
|
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/s/ Jerald K. Dittmer |
|
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Name: Jerald
K. Dittmer |
EXHIBIT 32.1
Certification of CEO and
CFO Pursuant to |
|
In
connection with the Quarterly Report on Form 10-Q of HNI Corporation (the
"Corporation") for the quarterly period ended April 2, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Stan A. Askren, as Chairman, President and Chief
Executive Officer of the Corporation, and Jerald K. Dittmer, as Vice
President and Chief Financial Officer of the Corporation, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: |
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|
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Date: May 6, 2005 |
Name: Stan
A. Askren |
|
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Date: May 6, 2005 |
Name: Jerald
K. Dittmer |
|