PART I. FINANCIAL INFORMATION Financial Statements Unaudited Q3 2023 financial statements report increased revenue and net income, stable assets, positive operating cash flow, and a significant cash decrease from acquisitions Condensed Consolidated Statements of Income Statement of Income Highlights (in millions, except per share data) | Metric | Three Months Ended Nov 25, 2022 | Three Months Ended Nov 26, 2021 | Nine Months Ended Nov 25, 2022 | Nine Months Ended Nov 26, 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $826.9 | $738.2 | $2,430.9 | $2,019.6 | | Gross Profit | $237.8 | $203.6 | $680.2 | $565.1 | | Operating Income | $20.5 | $15.9 | $36.8 | $18.0 | | Net Income | $11.4 | $9.6 | $19.6 | $6.2 | | Diluted EPS | $0.10 | $0.08 | $0.17 | $0.05 | Condensed Consolidated Balance Sheets Balance Sheet Highlights (in millions) | Metric | Nov 25, 2022 | Feb 25, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $55.0 | $200.9 | | Inventories | $378.5 | $326.2 | | Total current assets | $914.5 | $959.2 | | Total assets | $2,268.4 | $2,261.0 | | Total current liabilities | $679.1 | $567.2 | | Long-term debt | $445.6 | $477.4 | | Total liabilities | $1,458.8 | $1,408.8 | | Total shareholders' equity | $809.6 | $852.2 | Condensed Consolidated Statements of Cash Flows Cash Flow Highlights for Nine Months Ended (in millions) | Metric | Nov 25, 2022 | Nov 26, 2021 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $1.4 | $(59.1) | | Net cash used in investing activities | $(127.5) | $(51.3) | | Net cash used in financing activities | $(16.6) | $(101.5) | | Net decrease in cash | $(145.3) | $(213.5) | | Cash, end of period | $61.7 | $282.1 | - The significant use of cash in investing activities for the nine months ended Nov 25, 2022, was primarily driven by acquisitions totaling $105.3 million22 Notes to Condensed Consolidated Financial Statements - In Q3 2022, the company acquired Viccarbe Habitat, S.L. for $34.9 million in cash, with up to an additional $13.5 million in contingent consideration, resulting in goodwill of $25.8 million and identifiable intangible assets of $11.7 million6970 - In Q2 2023, the company acquired Halcon Furniture LLC for $127.5 million, funded by cash and borrowings, resulting in goodwill of $37.1 million and identifiable intangible assets of $51.8 million7475 - The company initiated restructuring actions in Q3 2023 to reduce operational spending, resulting in $10.6 million of costs related to the termination of approximately 130 salaried employees in the Americas segment and Corporate functions87 Revenue by Segment (in millions) | Segment | Three Months Ended Nov 25, 2022 | Three Months Ended Nov 26, 2021 | Nine Months Ended Nov 25, 2022 | Nine Months Ended Nov 26, 2021 | | :--- | :--- | :--- | :--- | :--- | | Americas | $594.7 | $500.3 | $1,767.1 | $1,399.9 | | EMEA | $157.7 | $168.2 | $451.9 | $430.7 | | Other | $74.5 | $69.7 | $211.9 | $189.0 | | Total | $826.9 | $738.2 | $2,430.9 | $2,019.6 | Management's Discussion and Analysis of Financial Condition and Results of Operations Q3 2023 revenue grew 12% from pricing benefits, improving gross margins, despite a 17% order decline due to macroeconomic concerns, maintaining sufficient liquidity Results of Operations - Q3 2023 revenue increased 12% YoY to $826.9 million, driven by significant pricing benefits which exceeded inflation, with organic revenue growth at 13%9497 - Orders declined by 17% in Q3 2023 compared to the prior year across all segments, attributed to softening demand from macroeconomic and geopolitical concerns95 - Gross margin improved as cost of sales as a percentage of revenue decreased by 140 basis points in Q3 2023, driven by approximately $55 million in higher pricing benefits, net of inflation98 - Operating expenses increased by $20.4 million in Q3 2023, primarily due to higher variable compensation ($14.9 million), expenses from acquisitions ($8.1 million), and higher marketing/sales expenses ($3.4 million)99101 Business Segment Review - Americas: Revenue grew 19% in Q3 YoY to $594.7 million, driven by pricing benefits ($65 million) and higher volume ($30 million), with operating income increasing to $21.2 million from $11.1 million109110 - EMEA: Revenue decreased 6% in Q3 YoY to $157.7 million, as higher pricing benefits ($15 million) were more than offset by unfavorable currency translation ($25 million) and lower volume, causing operating income to fall to $4.2 million from $8.3 million114115 - Other: Revenue increased 7% in Q3 YoY to $74.5 million, driven by growth in India, Designtex, and China, though the segment posted an operating loss of $0.3 million compared to income of $2.0 million in the prior year119120 Liquidity and Capital Resources Liquidity Sources (in millions) | Source | Nov 25, 2022 | Feb 25, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $55.0 | $200.9 | | Company-owned life insurance | $161.2 | $168.0 | | Availability under credit facilities | $229.0 | $262.0 | | Total liquidity sources available | $445.2 | $630.9 | - Total consolidated debt was $516.0 million as of November 25, 2022, including $34.0 million outstanding under the $250.0 million global committed bank facility139142 - The company is implementing cost-saving initiatives, including workforce reductions expected to save ~$19 million annually and winding down its aviation department for an additional ~$11 million in annualized savings146 Quantitative and Qualitative Disclosures About Market Risk The company reported no material changes to its market risk exposures, including foreign currency, interest rates, commodity, and equity prices, during Q3 2023 - There were no material changes in the company's market risks related to foreign exchange, interest rates, commodity prices, or fixed income and equity prices during Q3 2023151152153 Controls and Procedures Management concluded disclosure controls were effective as of November 25, 2022, with no material changes to internal control over financial reporting during Q3 - The CEO and CFO concluded that as of November 25, 2022, the company's disclosure controls and procedures were effective156 - No material changes to the internal control over financial reporting were identified during the third fiscal quarter157 PART II. OTHER INFORMATION Risk Factors No material changes were reported to the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended February 25, 2022 - There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended February 25, 2022160 Unregistered Sales of Equity Securities and Use of Proceeds In Q3 2023, 64,184 shares were repurchased for tax withholding, not under the public program, with $6.4 million remaining for future repurchases Q3 2023 Share Repurchase Activity | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | 8/27/2022 - 9/30/2022 | — | $— | | 10/1/2022 - 10/28/2022 | 45,358 | $6.97 | | 10/29/22 - 11/25/2022 | 18,826 | $6.95 | | Total | 64,184 | N/A | - All shares repurchased in Q3 were to satisfy tax withholding obligations for equity awards and were not part of the publicly announced repurchase plan163 - As of November 25, 2022, $6.4 million remained available under the company's share repurchase program approved in January 2016138162 Exhibits Form 10-Q exhibits include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906, alongside Inline XBRL documents - The exhibits filed include CEO and CFO certifications under Sarbanes-Oxley Sections 302 and 906165 - Interactive Data Files (Inline XBRL documents) are also included as exhibits165
Steelcase(SCS) - 2023 Q3 - Quarterly Report