|
The following discussion of the Companys financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements of the Company. OverviewFor operating purposes, the Companys business includes four geographic markets: the U.S. market, the Canadian market, the European market and all other international markets. The Companys net sales primarily represent sales to its independent dealers, which it builds to order with relatively short lead times. U.S. net sales include office furniture sold within the country through Steelcase U.S., as well as revenues generated from the Companys service-oriented and non-furniture related businesses. Non-domestic net sales include office furniture sold through Steelcase Canada and Steelcase International. The European market is served through Steelcase Strafor, the Companys 50% owned joint venture. The Company reflects Steelcase Strafor in its consolidated financial statements pursuant to the equity method of accounting and, therefore, does not consolidate the joint ventures results of operations with that of its own. See Note 6 to the Consolidated Financial Statements of the Company. Steelcase Strafor has not had a material impact on net income during the periods discussed herein due primarily to a weak European economy. According to The Business and Institutional Furniture Manufacturers Association (BIFMA), U.S. office furniture industry shipments increased $1.5 billion, or 14.5%, to $11.5 billion for calendar 1997, from $10.0 billion for calendar 1996. Over the three-year period ended December 31, 1997, BIFMA reported that U.S. office furniture industry shipments grew at a compound annual growth rate (CAGR) of approximately 9.1%. Management believes this growth has been a function of increased white-collar employment, increased commercial construction and increased capital spending and recent changes in the workplace, including the growing use and integration of technology, changes in organizational structures and work processes, greater awareness of health and safety issues and continued focus on cost efficiency. The Company has outperformed the U.S. industry average with U.S. office furniture net sales growth of 15.8% in 1998 (18.2% after adjusting 1997 for the 53rd week). Over the three-year period ended February 27, 1998, consolidated net sales grew at a CAGR of 10.4%. The double-digit growth occurred both in U.S. net sales, with a CAGR of 10.0%, and in non-domestic net sales, with a CAGR of 14.9%.
Results of OperationsThe following table sets forth consolidated statements of income data as a percentage of net sales for 1998, 1997 and 1996.
|
|
|
|||
| Year Ended | Feb 27,1998 | Feb 28,1997 | Feb 23,1996 |
|
|
|||
| Net sales | 100.0% | 100.0% | 100.0% |
| Cost of sales | 63.6 | 64.4 | 68.1 |
|
|
|||
| Gross profit | 36.4 | 35.6 | 31.9 |
| Selling, general and | |||
| administrative expenses | 24.9 | 26.2 | 24.3 |
| Patent litigation expense | | 3.5 | |
|
|
|||
| Operating income | 11.5 | 5.9 | 7.6 |
| Patent litigation | |||
| interest expense | | (4.6) | |
| Other income, net | 0.8 | 0.9 | 1.1 |
|
|
|||
| Income before provision for | |||
|
income taxes and equity in |
|||
| net income of joint ventures | |||
| and dealer transitions | 12.3 | 2.2 | 8.7 |
| Provision for income taxes | 4.7 | 1.0 | 3.2 |
|
|
|||
| Income before equity in net | |||
| income of joint ventures | |||
| and dealer transitions | 7.6 | 1.2 | 5.5 |
| Equity in net income of | |||
| joint ventures and | |||
| dealer transitions | 0.3 | | 0.2 |
|
|
|||
| Net income | 7.9% | 1.2% | 5.7% |
|
|
|||
|
Year Ended February 27, 1998 Compared to Year Ended February 28, 1997 Net sales. Net sales increased $351.6 million, or 14.6% (16.7% after adjusting 1997 for the 53rd week), to $2,760.0 million for 1998, from $2,408.4 million for 1997. The Companys U.S. net sales increased $325.5 million, or 14.9% (17.2% after adjusting 1997 for the 53rd week), to $2,509.4 million from $2,183.9 million and non-domestic net sales increased $26.1 million, or 11.6%, to $250.6 million from $224.5 million, respectively, from 1997 to 1998. The growth in the U.S. business has been driven primarily by increases in unit sales across most product lines reflecting strong industry fundamentals. The non-domestic net sales growth resulted from industry growth in Canada and strong export sales to both Latin America and the Middle East. Gross profit. The Companys gross profit increased $146.6 million, or 17.1%, to $1,003.4 million for 1998, from $856.8 million for 1997. As a percentage of net sales, gross profit increased to 36.4% for 1998 from 35.6% for 1997. The improvement resulted primarily from the increased unit sales volume in the period without a comparable increase in overhead, as well as continued success of the 1996 cost reduction program. In addition, this improvement in gross profit absorbed incremental costs related to furniture distribution process changes, the restructuring and disposition of a non-furniture related manufacturing facility, a portion of the Employee Stock Grant, as defined in Note 10 to the Consolidated Financial Statements, and certain manufacturing equipment write-offs, which aggregated $18.3 million for 1998. Similar incremental costs aggregated $4.5 million for 1997. Selling, general and administrative expenses. Selling, general and administrative expenses increased $55.6 million, or 8.8%, to $686.0 million for 1998, from $630.4 million for 1997. As a percentage of net sales, the Companys selling, general and administrative expenses decreased to 24.9% for 1998 from 26.2% for 1997, reflecting managements cost containment efforts. The decrease was partially offset by investments in new product development and information systems. In addition, selling, general and administrative expenses for 1998 include aggregate costs of $11.0 million relating to the restructuring of a foreign subsidiary, the relocation of a showroom facility and the initial public offering and receipt by the Company of a net litigation settlement in the amount of $9.8 million. Selling, general and administrative expenses for 1997 include a subsidiary restructuring charge and an intangible asset write-off aggregating approximately $8.6 million. Patent litigation expenses. In December 1996, the Company concluded a 17-year patent litigation, which, net of reserves, reduced net income by $123.5 million for 1997. See Note 11 to the Consolidated Financial Statements of the Company. Other income, net. Other income, net increased $1.2 million, or 5.6%, to $22.6 million for 1998 from $21.4 million for 1997 primarily as a result of increased interest income. Provision for income taxes. Income tax expense for 1998 was 38.5% of income before taxes as compared to 46.0% for 1997. The decrease in the effective tax rate was primarily attributable to the impact of recurring non-deductible expenses relative to the level of income for each of the respective periods. Net income. For the reasons set forth above, primarily patent litigation expenses incurred in 1997, net income increased $189.3 million to $217.0 million for 1998 from $27.7 million for 1997. Excluding patent litigation expenses, net income would have increased $65.8 million, or 43.5%, to $217.0 million for 1998 from $151.2 million for 1997. Year Ended February 28, 1997 Compared to Year Ended February 23, 1996 Net sales. Net sales increased $252.5 million, or 11.7%, to $2,408.4 million for 1997 from $2,155.9 million for 1996. The Companys U.S. net sales increased $216.7 million, or 11.0%, to $2,183.9 million from $1,967.2 million and non-domestic net sales increased $35.8 million, or 19.0%, to $224.5 million from $188.7 million, respectively, from 1996 to 1997. The U.S. net sales growth resulted from increases in unit sales across most product categories reflecting strong industry fundamentals and, in part, from acquisitions. The non-domestic net sales growth resulted from acquisitions and strong export sales to both Latin America and the Middle East. Gross profit. The Companys gross profit increased $169.1 million, or 24.6%, to $856.8 million for 1997 from $687.7 million for 1996. As a percentage of net sales, gross profit increased to 35.6% for 1997 from 31.9% for 1996. The improvement during 1997 primarily resulted from increased unit sales volume growth while overhead costs remained relatively fixed due to a full years impact of the 1996 cost reduction program. Selling, general and administrative expenses. Selling, general and administrative expenses increased $106.3 million, or 20.3%, to $630.4 million for 1997 from $524.1 million for 1996. As a percentage of net sales, selling, general and administrative expenses increased to 26.2% for 1997 from 24.3% for 1996. This planned increase was attributable primarily to increased investments in new product development and information systems, as well as acquisitions and international expansion. The Company also absorbed $8.6 million of charges related to a subsidiary restructuring and an intangible asset write-off in 1997 and $6.6 million of charges relating to the restructuring of a foreign subsidiary and termination of a management incentive compensation program in 1996. Patent litigation expenses. In December 1996, the Company concluded a 17-year patent litigation, which, net of reserves, reduced net income by $123.5 million for 1997. See Note 11 to the Consolidated Financial Statements of the Company. Other income, net. Other income, net decreased $2.6 million, or 10.8%, to $21.4 million for 1997 from $24.0 million for 1996 primarily as a result of losses incurred on dealer transitions and decreased interest income. Provision for income taxes. Income tax expense for 1997 was 46.0% of income before taxes as compared to 36.3% for 1996. The increase in the effective tax rate was primarily attributable to the impact of recurring non-deductible expenses relative to the level of income for each of the respective periods. Net income. For the reasons set forth above, primarily patent litigation expenses, net income decreased $95.8 million, or 77.6%, to $27.7 million for 1997 from $123.5 million for 1996. Excluding patent litigation expenses, net income would have increased $27.7 million, or 22.4%, to $151.2 million for 1997 from $123.5 million for 1996. Liquidity and Capital Resources
The Companys capital expenditures were $126.4 million in 1998 compared to $122.0 million in 1997 and $104.6 million in 1996. These capital expenditures include increased investments in manufacturing equipment expected to improve productivity and safety, increase capacity and facilitate the first shipment of Pathways-based products in the fourth quarter of 1998. In addition, capital expenditures for 1997 and 1996 reflect costs associated with replacing the Companys aircraft and investing in corporate and showroom facilities. The Company expects capital expenditures to continue to be significant due to the continued investment in new product development, SAP implementation and new manufacturing equipment intended to increase plant capacity. While the costs of purchasing and implementing SAP will be capitalized and amortized over the softwares expected useful life, costs associated with certain modifications, year 2000 related matters, data preparation and training will be expensed as incurred. Since 1995, the Company has been reviewing potential issues associated with computer applications that could fail or generate erroneous results by or at the year 2000 (Year 2000 Issues) and expects to conclude its review of all these issues during 1999. To date, the cost to the Company of analyzing these potential problems, identifying actual applications that need to be addressed and modifying its computer applications has not been material. Based upon its current estimates, management expects that the additional cost of concluding its review and addressing any identified problems will not be material and that any remaining Year 2000 Issues, including those that relate to interfacing with customers, dealers and suppliers, will be addressed and rectified in a timely manner and will not have any material adverse effect on the Companys financial condition or results of operations. Cash provided by operating activities. Cash provided by operating activities totaled $333.4 million for 1998, $80.8 million for 1997 and $200.7 million for 1996. Cash from operating activities resulted primarily from net income, excluding non-cash items such as depreciation and amortization, net of increases in accounts and notes receivable and leased assets. In addition, cash provided by operating activities for 1998 reflects increases in accrued employee compensation, employee benefit plan obligations and other expenses. Cash used in investing activities. Cash used in investing activities totaled $149.9 million for 1998 and was comprised primarily of capital expenditures and net increases in investments. Cash used in investing activities totaled $75.4 million for 1997 and was comprised primarily of capital expenditures, net of a repayment of a note receivable from Steelcase Strafor. Cash used in investing activities totaled $115.9 million for 1996 and was comprised primarily of capital expenditures and corporate acquisitions. Cash used in financing activities. Cash used in financing activities totaled $254.4 million for 1998, $40.4 million for 1997 and $39.8 million for 1996. The cash was used primarily to fund quarterly dividends paid by the Company, along with a special dividend and a common stock repurchase in 1998 in the amounts of $150.9 million and $43.5 million, respectively. See Note 2 to the Consolidated Financial Statements of the Company. Safe Harbor ProvisionThere are certain forward-looking statements under the Liquidity and Capital Resources section, particularly those with respect to the Companys future liquidity and capital needs and the expected ability of the Company and its key customers, dealers and suppliers to successfully manage Year 2000 Issues. Such statements involve certain risks and uncertainties that could cause actual results to vary from the stated expectations. Recently Issued Accounting StandardsStatement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. This statement is effective for the Company for 1999 and requires comparative information for earlier years to be restated. SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, establishes standards for reporting information about operating segments in annual and interim financial statements. It also establishes new standards for disclosures regarding products and services, geographic areas and major customers. This statement is effective for the Company for 1999. SFAS No. 132, Employers Disclosures about Pensions and Other Postretirement Benefits, revises existing disclosure requirements for pension and other postretirement benefit plans thereby intending to improve the understandability of benefit disclosures, eliminate certain requirements that the Financial Accounting Standards Board believes are no longer necessary, and standardize footnote disclosures. This statement is effective for the Company for 1999 and requires comparative information for earlier years to be restated. The Companys consolidated balance sheets and the related consolidated statements of income, changes in shareholders equity and cash flows will not be materially affected by implementation of SFAS No. 130, SFAS No. 131 and SFAS No. 132. No other recently issued accounting pronouncements are expected to have a material impact on the Company.
|