(State of incorporation) | (IRS Employer No.) | |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | |||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
Exhibit No. | Description |
99.1 | |
HNI CORPORATION | ||||
Date: | April 22, 2020 | By | /s/ Marshall H. Bridges | |
Marshall H. Bridges Senior Vice President and Chief Financial Officer | ||||

• | Salaries reduced. Base salaries for salaried exempt members were reduced by 10 percent; executive salaries were reduced by 15 percent; and CEO Jeff Lorenger’s salary was reduced by 25 percent. These measures will be reassessed in six months. |
• | Board retainers reduced. The Corporation’s Board of Directors reduced its cash and equity retainers by 25 percent. This action will also be reassessed in six months. |
• | Members furloughed. Members have been furloughed to better match staffing levels with demand activity. The Corporation will pay all health insurance premiums for these members during furlough. |
• | Capital plan reduced. The Corporation reduced its capital expenditure budget for 2020 from approximately $65 million to $35 million. |
• | GAAP operating profit was impacted by intangible impairments and one-time charges related to the COVID-19 crisis. Non-GAAP operating profit expanded 279 percent from the prior-year quarter. |
• | Gross margin and non-GAAP operating margin expanded 220 bps from the prior-year quarter. Both segments generated year-over-year non-GAAP operating margin expansion. |
• | Hearth Products segment revenue increased 2.6 percent organically from the prior-year quarter and strengthened through the quarter. |
• | Quarter-ending debt levels were $230 million, equal to a gross leverage ratio of approximately 1.0x. Liquidity, as measured by cash and borrowing availability at the end of Q1 was $356 million. |
HNI Corporation - Financial Performance | ||||||||||
(Dollars in millions, except per share data) | ||||||||||
Three Months Ended | ||||||||||
March 28, 2020 | March 30, 2019 | Change | ||||||||
GAAP | ||||||||||
Net Sales | $468.7 | $479.5 | (2.2 | %) | ||||||
Gross Profit % | 37.6 | % | 35.4 | % | 220 | bps | ||||
SG&A % | 35.6 | % | 34.6 | % | 100 | bps | ||||
Impairment Charges % | 7.0 | % | — | % | ||||||
Operating Income (Loss) | ($23.7 | ) | $3.7 | NM | ||||||
Operating Income (Loss) % | (5.1 | %) | 0.8 | % | -590 | bps | ||||
Effective Tax Rate | 6.4 | % | 34.8 | % | ||||||
Net Income (Loss) % | (5.1 | %) | 0.2 | % | -530 | bps | ||||
EPS – diluted | ($0.56 | ) | $0.02 | NM | ||||||
Non-GAAP | ||||||||||
Gross Profit % | 37.6 | % | 35.4 | % | 220 | bps | ||||
Operating Income | $13.9 | $3.7 | 279 | % | ||||||
Operating Income % | 3.0 | % | 0.8 | % | 220 | bps | ||||
EPS – diluted | $0.21 | $0.02 | 950 | % | ||||||
• | Consolidated net sales decreased 2.2 percent from the prior-year quarter to $468.7 million. On an organic basis, sales decreased 2.5 percent. The impact of acquiring small hearth companies increased sales $1.1 million compared to the prior-year quarter. A reconciliation of organic sales, a non-GAAP measure, follows the financial statements in this release. |
• | Gross profit margin expanded 220 basis points compared to the prior-year quarter. This increase was primarily driven by price realization and net productivity, partially offset by lower office volume and increased tariff expense. |
• | Selling and administrative expenses as a percent of sales increased 100 basis points compared to prior year, due to $5.0 million one-time costs related to the COVID-19 pandemic (of which $1.6 million was recorded as a corporate charge). Lower office volume was fully offset by lower core SG&A spend and reduced variable compensation. |
• | The Corporation recorded charges of $32.7 million in the first quarter related to the impairment of goodwill and intangible assets. |
• | Non-GAAP net income per diluted share was $0.21 compared to $0.02 in the prior-year quarter. The $0.19 increase was primarily due to price realization, net productivity, and lower core SG&A spend, partially offset by lower office volume and increased tariff expense. |
Office Furniture – Financial Performance | ||||||||||
(Dollars in millions) | ||||||||||
Three Months Ended | ||||||||||
March 28, 2020 | March 30, 2019 | Change | ||||||||
GAAP | ||||||||||
Net Sales | $338.4 | $353.5 | (4.3 | %) | ||||||
Operating Loss | ($33.2 | ) | ($1.7 | ) | NM | |||||
Operating Loss % | (9.8 | %) | (0.5 | %) | -930 | bps | ||||
Non-GAAP | ||||||||||
Operating Profit (Loss) | $2.8 | ($1.7 | ) | 264 | % | |||||
Operating Profit (Loss) % | 0.8 | % | (0.5 | %) | 130 | bps | ||||
• | Office furniture net sales decreased 4.3 percent from the prior-year quarter to $338.4 million. |
• | Office furniture GAAP operating profit margin decreased 930 basis points versus the prior-year quarter. On a non-GAAP basis, segment operating margin expanded 130 basis points year-over-year, driven by price realization, net productivity, and lower core SG&A spend, partially offset by lower volume and higher tariff expense. |
• | The office furniture segment recorded charges of $32.7 million in the first quarter related to the impairment of goodwill and intangible assets, as well as $3.4 million related to the COVID-19 pandemic. |
Hearth Products – Financial Performance | ||||||||||
(Dollars in millions) | ||||||||||
Three Months Ended | ||||||||||
March 28, 2020 | March 30, 2019 | Change | ||||||||
GAAP | ||||||||||
Net Sales | $130.3 | $125.9 | 3.5 | % | ||||||
Operating Profit | $20.7 | $17.6 | 17.4 | % | ||||||
Operating Profit % | 15.9 | % | 14.0 | % | 190 | bps | ||||
Non-GAAP | ||||||||||
Operating Profit | $20.7 | $17.6 | 17.4 | % | ||||||
Operating Profit % | 15.9 | % | 14.0 | % | 190 | bps | ||||
• | Hearth products net sales increased 3.5 percent from the prior-year quarter to $130.3 million. On an organic basis, sales grew 2.6 percent. The impact of acquiring small hearth companies increased sales $1.1 million compared to the prior-year quarter. |
• | Hearth products operating profit margin expanded 190 basis points, driven by price realization and higher volume, partially offset by increased tariff expense. |
Three Months Ended | |||||||
March 28, 2020 | March 30, 2019 | ||||||
Net sales | $ | 468,704 | $ | 479,456 | |||
Cost of sales | 292,686 | 309,842 | |||||
Gross profit | 176,018 | 169,614 | |||||
Selling and administrative expenses | 167,085 | 165,937 | |||||
Impairment charges | 32,661 | — | |||||
Operating income (loss) | (23,728 | ) | 3,677 | ||||
Interest expense, net | 1,811 | 2,111 | |||||
Income (loss) before income taxes | (25,539 | ) | 1,566 | ||||
Income taxes | (1,643 | ) | 546 | ||||
Net income (loss) | (23,896 | ) | 1,020 | ||||
Less: Net loss attributable to non-controlling interest | (1 | ) | (2 | ) | |||
Net income (loss) attributable to HNI Corporation | $ | (23,895 | ) | $ | 1,022 | ||
Average number of common shares outstanding – basic | 42,628 | 43,534 | |||||
Net income (loss) attributable to HNI Corporation per common share – basic | $ | (0.56 | ) | $ | 0.02 | ||
Average number of common shares outstanding – diluted | 42,628 | 44,089 | |||||
Net income (loss) attributable to HNI Corporation per common share – diluted | $ | (0.56 | ) | $ | 0.02 | ||
Foreign currency translation adjustments | $ | (600 | ) | $ | 963 | ||
Change in unrealized gains (losses) on marketable securities, net of tax | 59 | 90 | |||||
Change in pension and post-retirement liability, net of tax | — | (1,185 | ) | ||||
Change in derivative financial instruments, net of tax | (2,216 | ) | (309 | ) | |||
Other comprehensive income (loss), net of tax | (2,757 | ) | (441 | ) | |||
Comprehensive income (loss) | (26,653 | ) | 579 | ||||
Less: Comprehensive loss attributable to non-controlling interest | (1 | ) | (2 | ) | |||
Comprehensive income (loss) attributable to HNI Corporation | $ | (26,652 | ) | $ | 581 | ||
March 28, 2020 | December 28, 2019 | ||||||
Assets | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 35,413 | $ | 52,073 | |||
Short-term investments | 835 | 1,096 | |||||
Receivables | 235,617 | 278,124 | |||||
Allowance for doubtful accounts | (5,170 | ) | (3,559 | ) | |||
Inventories | 170,522 | 163,465 | |||||
Prepaid expenses and other current assets | 44,170 | 37,635 | |||||
Total Current Assets | 481,387 | 528,834 | |||||
Property, Plant, and Equipment: | |||||||
Land and land improvements | 29,776 | 29,394 | |||||
Buildings | 294,903 | 295,517 | |||||
Machinery and equipment | 579,958 | 581,225 | |||||
Construction in progress | 21,284 | 20,881 | |||||
925,921 | 927,017 | ||||||
Less accumulated depreciation | 551,335 | 545,510 | |||||
Net Property, Plant, and Equipment | 374,586 | 381,507 | |||||
Right-of-use Finance Leases | 2,032 | 2,129 | |||||
Right-of-use Operating Leases | 71,625 | 72,883 | |||||
Goodwill and Other Intangible Assets | 418,770 | 445,709 | |||||
Other Assets | 21,499 | 21,450 | |||||
Total Assets | $ | 1,369,899 | $ | 1,452,512 | |||
Liabilities and Equity | |||||||
Current Liabilities: | |||||||
Accounts payable and accrued expenses | $ | 338,954 | $ | 453,202 | |||
Current maturities of long-term debt | 1,830 | 790 | |||||
Current maturities of other long-term obligations | 2,975 | 1,931 | |||||
Current lease obligations - Finance | 577 | 564 | |||||
Current lease obligations - Operating | 21,279 | 22,218 | |||||
Total Current Liabilities | 365,615 | 478,705 | |||||
Long-Term Debt | 228,460 | 174,439 | |||||
Long-Term Lease Obligations - Finance | 1,479 | 1,581 | |||||
Long-Term Lease Obligations - Operating | 57,585 | 58,233 | |||||
Other Long-Term Liabilities | 66,397 | 67,990 | |||||
Deferred Income Taxes | 98,708 | 87,196 | |||||
Equity: | |||||||
HNI Corporation shareholders' equity | 551,332 | 584,044 | |||||
Non-controlling interest | 323 | 324 | |||||
Total Equity | 551,655 | 584,368 | |||||
Total Liabilities and Equity | $ | 1,369,899 | $ | 1,452,512 | |||
Three Months Ended | |||||||
March 28, 2020 | March 30, 2019 | ||||||
Net Cash Flows From (To) Operating Activities: | |||||||
Net income (loss) | $ | (23,896 | ) | $ | 1,020 | ||
Non-cash items included in net income: | |||||||
Depreciation and amortization | 19,487 | 19,040 | |||||
Other post-retirement and post-employment benefits | 364 | 369 | |||||
Stock-based compensation | 4,358 | 2,451 | |||||
Reduction in carrying amount of right-of-use assets | 5,599 | 5,559 | |||||
Deferred income taxes | 12,258 | 1,119 | |||||
Impairment of goodwill and intangible assets | 32,661 | — | |||||
Other – net | (2,252 | ) | 2,038 | ||||
Net increase (decrease) in operating assets and liabilities, net of divestitures | (81,573 | ) | (55,038 | ) | |||
Increase (decrease) in other liabilities | (312 | ) | (4,832 | ) | |||
Net cash flows from (to) operating activities | (33,306 | ) | (28,274 | ) | |||
Net Cash Flows From (To) Investing Activities: | |||||||
Capital expenditures | (8,488 | ) | (17,575 | ) | |||
Proceeds from sale of property, plant, and equipment | 49 | 68 | |||||
Acquisition spending, net of cash acquired | (9,321 | ) | — | ||||
Capitalized software | (4,671 | ) | (1,521 | ) | |||
Purchase of investments | (1,456 | ) | — | ||||
Sales or maturities of investments | 996 | 450 | |||||
Net cash flows from (to) investing activities | (22,891 | ) | (18,578 | ) | |||
Net Cash Flows From (To) Financing Activities: | |||||||
Payments of long-term debt | (15,000 | ) | (606 | ) | |||
Proceeds from long-term debt | 70,129 | 46,897 | |||||
Dividends paid | (13,033 | ) | (12,872 | ) | |||
Purchase of HNI Corporation common stock | (5,839 | ) | (23,869 | ) | |||
Proceeds from sales of HNI Corporation common stock | 722 | 5,413 | |||||
Other – net | 2,558 | 2,942 | |||||
Net cash flows from (to) financing activities | 39,537 | 17,905 | |||||
Net increase (decrease) in cash and cash equivalents | (16,660 | ) | (28,947 | ) | |||
Cash and cash equivalents at beginning of period | 52,073 | 76,819 | |||||
Cash and cash equivalents at end of period | $ | 35,413 | $ | 47,872 | |||
Three Months Ended | |||||||
March 28, 2020 | March 30, 2019 | ||||||
Net Sales: | |||||||
Office furniture | $ | 338,386 | $ | 353,511 | |||
Hearth products | 130,318 | 125,945 | |||||
Total | $ | 468,704 | $ | 479,456 | |||
Income (Loss) Before Income Taxes: | |||||||
Office furniture | $ | (33,231 | ) | $ | (1,731 | ) | |
Hearth products | 20,671 | 17,609 | |||||
General corporate | (11,168 | ) | (12,201 | ) | |||
Operating Income (Loss) | (23,728 | ) | 3,677 | ||||
Interest expense, net | 1,811 | 2,111 | |||||
Total | $ | (25,539 | ) | $ | 1,566 | ||
Depreciation and Amortization Expense: | |||||||
Office furniture | $ | 11,332 | $ | 11,060 | |||
Hearth products | 2,306 | 2,056 | |||||
General corporate | 5,849 | 5,924 | |||||
Total | $ | 19,487 | $ | 19,040 | |||
Capital Expenditures (including capitalized software): | |||||||
Office furniture | $ | 7,101 | $ | 10,319 | |||
Hearth products | 2,973 | 4,998 | |||||
General corporate | 3,085 | 3,779 | |||||
Total | $ | 13,159 | $ | 19,096 | |||
As of March 28, 2020 | As of December 28, 2019 | ||||||
Identifiable Assets: | |||||||
Office furniture | $ | 785,063 | $ | 874,913 | |||
Hearth products | 376,862 | 364,653 | |||||
General corporate | 207,974 | 212,946 | |||||
Total | $ | 1,369,899 | $ | 1,452,512 | |||
HNI Corporation Reconciliation | |||||||||||||||||||
(Dollars in millions) | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
March 28, 2020 | March 30, 2019 | ||||||||||||||||||
Office Furniture | Hearth | Total | Office Furniture | Hearth | Total | ||||||||||||||
Sales as reported (GAAP) | $ | 338.4 | $ | 130.3 | $ | 468.7 | $ | 353.5 | $ | 125.9 | $ | 479.5 | |||||||
% change from PY | (4.3 | %) | 3.5 | % | (2.2 | %) | |||||||||||||
Less: Acquisitions | — | 1.1 | 1.1 | — | — | — | |||||||||||||
Organic Sales (non-GAAP) | $ | 338.4 | $ | 129.3 | $ | 467.6 | $ | 353.5 | $ | 125.9 | $ | 479.5 | |||||||
% change from PY | (4.3 | %) | 2.6 | % | (2.5 | %) | |||||||||||||
HNI Corporation Reconciliation | |||||||||||||||||||
(Dollars in millions, except per share data) | |||||||||||||||||||
Three Months Ended March 28, 2020 | |||||||||||||||||||
Gross Profit | Operating Income (Loss) | Tax | Net Income (Loss) | EPS | |||||||||||||||
As reported (GAAP) | $ | 176.0 | $ | (23.7 | ) | $ | (1.6 | ) | $ | (23.9 | ) | $ | (0.56 | ) | |||||
% of net sales | 37.6 | % | (5.1 | %) | (5.1 | %) | |||||||||||||
Tax % | 6.4 | % | |||||||||||||||||
Impairment charges | — | 32.7 | 4.0 | 28.7 | 0.67 | ||||||||||||||
COVID-19 costs | — | 5.0 | 0.6 | 4.4 | 0.10 | ||||||||||||||
Results (non-GAAP) | $ | 176.0 | $ | 13.9 | $ | 2.9 | $ | 9.2 | $ | 0.21 | |||||||||
% of net sales | 37.6 | % | 3.0 | % | 2.0 | % | |||||||||||||
Tax % | 24.1 | % | |||||||||||||||||
HNI Corporation Reconciliation | |||||||||||||||||||
(Dollars in millions, except per share data) | |||||||||||||||||||
Three Months Ended March 30, 2019 | |||||||||||||||||||
Gross Profit | Operating Income | Tax | Net Income | EPS | |||||||||||||||
As reported (GAAP) | $ | 169.6 | $ | 3.7 | $ | 0.5 | $ | 1.0 | $ | 0.02 | |||||||||
% of net sales | 35.4 | % | 0.8 | % | 0.2 | % | |||||||||||||
Tax % | 34.8 | % | |||||||||||||||||
Impairment charges | — | — | — | — | — | ||||||||||||||
Results (non-GAAP) | $ | 169.6 | $ | 3.7 | $ | 0.5 | $ | 1.0 | $ | 0.02 | |||||||||
% of net sales | 35.4 | % | 0.8 | % | 0.2 | % | |||||||||||||
Tax % | 34.8 | % | |||||||||||||||||
Office Furniture Reconciliation | ||||||||||
(Dollars in millions) | ||||||||||
Three Months Ended | ||||||||||
March 28, 2020 | March 30, 2019 | Percent Change | ||||||||
Operating profit (loss) as reported (GAAP) | $ | (33.2 | ) | $ | (1.7 | ) | NM | |||
% of net sales | (9.8 | %) | (0.5 | %) | ||||||
Impairment charges | 32.7 | — | ||||||||
COVID-19 costs | 3.4 | — | ||||||||
Operating profit (loss) (non-GAAP) | $ | 2.8 | $ | (1.7 | ) | 264 | % | |||
% of net sales | 0.8 | % | (0.5 | %) | ||||||