STEELCASE INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
FORM
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||
For the quarterly period ended May 30, 2025
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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
1-13873
___________________________________________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||||||||||
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
(
616
)
247-2710
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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Indicate by check mark whether the registrant (1) has filed all reports required 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
☑
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☑
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company |
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Emerging growth company |
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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.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
☑
As of June 24, 2025, Steelcase Inc. had
95,762,563
shares of Class A Common Stock and
18,945,438
shares of Class B Common Stock outstanding.
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STEELCASE INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED May 30, 2025
INDEX
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| Page No. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements:
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STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(in millions, except per share data)
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| Three Months Ended | ||||||||||||||
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May 30,
2025 |
May 24,
2024 |
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| Revenue | $ |
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$ |
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| Cost of sales |
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| Restructuring costs |
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| Gross profit |
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| Operating expenses |
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| Restructuring costs (benefits) |
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(
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| Operating income |
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| Interest expense |
(
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(
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| Investment income |
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| Other income (expense), net |
(
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| Income before income tax expense |
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| Income tax expense |
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| Net income | $ |
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$ |
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| Earnings per share: | ||||||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Dividends declared and paid per common share | $ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
1
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(in millions)
| Three Months Ended | ||||||||||||||
|
May 30,
2025 |
May 24,
2024 |
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| Net income | $ |
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$ |
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| Other comprehensive income (loss), net: | ||||||||||||||
| Unrealized gain (loss) on investments |
(
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| Pension and other post-retirement liability adjustments |
(
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(
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| Derivative amortization |
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| Foreign currency translation adjustments |
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| Total other comprehensive income, net |
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| Comprehensive income | $ |
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$ |
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||||||||||
See accompanying notes to the condensed consolidated financial statements.
2
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STEELCASE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)
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| (Unaudited) | ||||||||||||||
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May 30,
2025 |
February 28,
2025 |
|||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ |
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$ |
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||||||||||
| Short-term investments |
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| Accounts receivable, net of allowance of $5.6 and $4.7 |
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| Inventories, net |
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| Prepaid expenses |
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| Other current assets |
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| Total current assets |
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| Property, plant and equipment, net of accumulated depreciation of $1,163.7 and $1,132.8 |
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| Company-owned life insurance ("COLI") |
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| Deferred income taxes |
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| Goodwill |
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| Other intangible assets, net of accumulated amortization of $113.3 and $106.3 |
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| Investments in unconsolidated affiliates |
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| Right-of-use operating lease assets |
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| Other assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ |
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$ |
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| Current operating lease obligations |
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| Employee compensation |
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| Employee benefit plan obligations |
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| Accrued promotions |
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| Customer deposits |
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| Other current liabilities |
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| Total current liabilities |
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| Long-term liabilities: | ||||||||||||||
| Long-term debt |
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| Employee benefit plan obligations |
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| Long-term operating lease obligations |
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| Other long-term liabilities |
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| Total long-term liabilities |
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| Total liabilities |
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| Shareholders’ equity: | ||||||||||||||
| Additional paid-in capital |
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| Accumulated other comprehensive income (loss) |
(
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(
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| Retained earnings |
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| Total shareholders’ equity |
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| Total liabilities and shareholders’ equity | $ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
3
STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
(in millions, except share and per share data)
| Three Months Ended | ||||||||||||||
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May 30,
2025 |
May 24,
2024 |
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| Changes in common shares outstanding: | ||||||||||||||
| Common shares outstanding, beginning of period |
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| Common stock issuances |
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| Common stock repurchases |
(
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(
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| Performance and restricted stock units issued as common stock |
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| Common shares outstanding, end of period |
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| Changes in additional paid-in capital (1): | ||||||||||||||
| Additional paid-in capital, beginning of period | $ |
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$ |
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| Common stock issuances |
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| Common stock repurchases |
(
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(
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| Performance and restricted stock units expense |
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| Additional paid-in capital, end of period |
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| Changes in accumulated other comprehensive income (loss): | ||||||||||||||
| Accumulated other comprehensive income (loss), beginning of period |
(
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(
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| Other comprehensive income, net |
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| Accumulated other comprehensive income (loss), end of period |
(
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(
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| Changes in retained earnings: | ||||||||||||||
| Retained earnings, beginning of period |
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| Net income |
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| Dividends paid |
(
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(
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| Retained earnings, end of period |
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| Total shareholders' equity | $ |
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$ |
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_______________________________________
(1)
Shares of our Class A and Class B common stock have no par value; thus, there are no balances for common stock.
See accompanying notes to the condensed consolidated financial statements.
4
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STEELCASE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
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| Three Months Ended | ||||||||||||||
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May 30,
2025 |
May 24,
2024 |
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| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ |
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$ |
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| Depreciation and amortization |
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| Share-based compensation |
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| Restructuring costs |
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| Other |
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(
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| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable |
(
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| Inventories |
(
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(
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| Cloud computing arrangements expenditures |
(
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(
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| Other assets |
(
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(
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| Accounts payable |
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| Employee compensation liabilities |
(
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(
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| Employee benefit obligations |
(
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(
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| Accrued expenses and other liabilities |
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| Net cash used in operating activities |
(
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(
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| INVESTING ACTIVITIES | ||||||||||||||
| Capital expenditures |
(
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(
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| Purchases of short-term investments |
(
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(
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| Liquidations of short-term investments |
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| Other |
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| Net cash used in investing activities |
(
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(
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| FINANCING ACTIVITIES | ||||||||||||||
| Dividends paid |
(
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(
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| Common stock repurchases |
(
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(
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| Net cash used in financing activities |
(
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(
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| Effect of exchange rate changes on cash and cash equivalents |
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| Net decrease in cash, cash equivalents and restricted cash |
(
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(
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| Cash and cash equivalents and restricted cash, beginning of period (1) |
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| Cash and cash equivalents and restricted cash, end of period (2) | $ |
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$ |
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_______________________________________
(1)
These amounts include restricted cash of $
7.5
and $
7.3
as of February 28, 2025 and February 23, 2024, respectively.
(2)
These amounts include restricted cash of $
6.6
and $
7.1
as of May 30, 2025 and May 24, 2024, respectively.
Restricted cash primarily represents funds held in escrow for potential future workers’ compensation and product liability claims. The restricted cash balance is included as part of
Other assets
on the Condensed Consolidated Balance Sheets.
See accompanying notes to the condensed consolidated financial statements.
5
STEELCASE INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
BASIS OF PRESENTATION
2.
NEW ACCOUNTING STANDARDS
We evaluate all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements. We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are either not applicable to us or are not expected to have a material effect on our consolidated financial statements.
Adoption of New Accounting Standards
In 2025, we adopted ASU No. 2023-07,
Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures,
which is intended to improve disclosures related to significant segment expenses and the information used by the chief operating decision maker ("CODM") to assess segment performance and to allocate resources. We adopted this guidance on a retrospective basis, which modified our annual disclosures beginning in 2025 and our interim disclosures beginning in 2026 but did not have a material effect on our consolidated financial statements. See Note 9 to the condensed consolidated financial statements for additional information.
Accounting Standards Issued But Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03,
Income Statement (Subtopic 220-40) - Reporting Comprehensive Income - Expense Disaggregation Disclosures
, which is intended to improve disclosures through disaggregation of certain commonly presented expense captions. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, which was clarified in ASU 2025-01. We expect the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,
which is intended to improve income tax disclosures, specifically related to additional detail required in the effective tax rate reconciliation and the disaggregation of income taxes paid. The guidance is effective for annual reporting periods beginning after December 15, 2024. We expect the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our consolidated financial statements.
6
3.
REVENUE
Disaggregation of Revenue
The following table provides information about disaggregated revenue by product category for each of our reportable segments:
| Product Category Data | Three Months Ended | |||||||||||||
|
May 30,
2025 |
May 24,
2024 |
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| Americas | ||||||||||||||
| Desking, benching, systems and storage | $ |
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$ |
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| Seating |
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| Other (1) |
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| International | ||||||||||||||
| Desking, benching, systems and storage |
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| Seating |
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| Other (1) |
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| $ |
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$ |
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(1)
The other product category data by segment consists primarily of third-party products, textiles and surface materials, worktools, architecture and other uncategorized product lines and services, less promotions and incentives on all product categories
.
Reportable geographic information is as follows:
| Reportable Geographic Revenue | Three Months Ended | |||||||||||||
|
May 30,
2025 |
May 24,
2024 |
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| United States ("U.S.") | $ |
|
$ |
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| Foreign locations |
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| $ |
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$ |
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Contract Balances
At times, we receive payments from customers before revenue is recognized, resulting in the recognition of a contract liability (
Customer deposits
) presented on the Condensed Consolidated Balance Sheets.
Changes in the
Customer deposits
balance for the three months ended May 30, 2025 are as follows:
|
Roll-Forward of Contract Liability for Customer Deposits
|
Customer Deposits | |||||||
| Balance as of February 28, 2025 | $ |
|
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| Recognition of revenue related to beginning of year customer deposits |
(
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| Customer deposits received, net of revenue recognized during the period |
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| Balance as of May 30, 2025 | $ |
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7
4.
EARNINGS PER SHARE
Earnings per share is computed using the two-class method. The two-class method determines earnings per share for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Participating securities represent restricted stock units in which the participants have non-forfeitable rights to dividend equivalents during the performance period. Diluted earnings per share includes the effects of certain performance units in which the participants have forfeitable rights to dividend equivalents during the performance period.
|
Computation of
Earnings Per Share |
Three Months Ended May 30, 2025
|
Three Months Ended May 24, 2024
|
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| Net Income |
Basic Shares
(in millions) |
Diluted Shares
(in millions) |
Net Income |
Basic Shares
(in millions) |
Diluted Shares
(in millions) |
|||||||||||||||||||||||||||||||||
| Amounts used in calculating earnings per share | $ |
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$ |
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| Impact of participating securities |
(
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(
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(
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(
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(
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(
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| Amounts used in calculating earnings per share, excluding participating securities | $ |
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$ |
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| Earnings per share | $ |
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$ |
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$ |
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$ |
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There were no anti-dilutive performance units excluded from the computation of diluted earnings per share for the three months ended May 30, 2025 and May 24, 2024.
8
5.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended May 30, 2025:
|
Unrealized gain (loss) on investments
|
Pension and other post-retirement liability adjustments
|
Derivative amortization | Foreign currency translation adjustments | Total | ||||||||||||||||||||||||||||
| Balance as of February 28, 2025 | $ |
|
$ |
|
$ |
(
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$ |
(
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$ |
(
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| Other comprehensive income (loss) before reclassifications |
(
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| Amounts reclassified from accumulated other comprehensive income (loss) |
|
(
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(
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| Net other comprehensive income (loss) during the period |
(
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(
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| Balance as of May 30, 2025 | $ |
|
$ |
|
$ |
(
|
$ |
(
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$ |
(
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The following table provides details about reclassifications out of accumulated other comprehensive income (loss) for the three months ended May 30, 2025 and May 24, 2024:
|
Detail of Accumulated Other
Comprehensive Income (Loss) Components |
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line in the Condensed Consolidated Statements of Income | |||||||||||||||
| Three Months Ended | |||||||||||||||||
|
May 30,
2025 |
May 24,
2024 |
||||||||||||||||
| Amortization of pension and other post-retirement actuarial gains | $ |
(
|
$ |
(
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Other income (expense), net | ||||||||||||
| Income tax expense |
|
|
Income tax expense | ||||||||||||||
|
(
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(
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| Derivative amortization |
|
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Interest expense | ||||||||||||||
| Income tax benefit |
(
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(
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Income tax expense | ||||||||||||||
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| Total reclassifications | $ |
(
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$ |
(
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9
6.
FAIR VALUE
The carrying amounts for many of our financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and certain other liabilities, approximate their fair value due to their relatively short maturities. Our short-term investments, foreign exchange forward contracts and long-term investments are measured at fair value on the Condensed Consolidated Balance Sheets.
Assets and liabilities measured at fair value within our Condensed Consolidated Balance Sheets as of May 30, 2025 and February 28, 2025 are summarized below:
| Fair Value of Financial Instruments | May 30, 2025 | |||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
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$ |
|
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| Restricted cash |
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| Managed investment portfolio and other investments | ||||||||||||||||||||||||||
| Corporate debt securities - domestic |
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| Corporate debt securities - foreign |
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| Asset-backed securities |
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| U.S. government debt securities |
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| Foreign exchange forward contracts |
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| Auction rate security |
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| $ |
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$ |
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$ |
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$ |
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| Liabilities: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ |
|
$ |
(
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$ |
|
$ |
(
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||||||||||||||||||
| $ |
|
$ |
(
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$ |
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$ |
(
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| Fair Value of Financial Instruments | February 28, 2025 | |||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
$ |
|
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| Restricted cash |
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| Managed investment portfolio and other investments | ||||||||||||||||||||||||||
| Corporate debt securities - domestic |
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| Corporate debt securities - foreign |
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| Asset-backed securities |
|
|
|
|
||||||||||||||||||||||
| U.S. government debt securities |
|
|
|
|
||||||||||||||||||||||
| Foreign exchange forward contracts |
|
|
|
|
||||||||||||||||||||||
| Auction rate security |
|
|
|
|
||||||||||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Foreign exchange forward contracts | $ |
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||||||
| $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||
Our managed investment portfolio consists of corporate debt securities, asset-backed securities and U.S. government debt securities. These investments are considered available-for-sale and are classified as
Short-term investments
on the Condensed Consolidated Balance Sheets. As of May 30, 2025, the fair value of our
Short-term investments
was $
42.1
. We have instructed our investment manager to operate under a mandate to keep the average duration of investments under two years. Fair values for these investments are based upon valuations for identical or similar instruments in active markets, with the resulting net unrealized holding gains or losses reflected net of t
10
ax as a component of
Accumulated other comprehensive income (loss)
on the Condensed Consolidated Balance Sheets. The cost basis for these investments, determined using the specific identification method, was $
41.5
and unrealized gains were $
0.6
as of May 30, 2025. Of our total short-term investments, $
9.3
mature within one year and $
32.8
mature after one year through five years.
We may use derivative financial instruments to manage exposures to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies the exposure of these risks with the intention to reduce our risk of volatility. We do not use derivatives for speculative or trading purposes.
Our total debt is carried at cost and was $
447.3
and $
447.1
as of May 30, 2025 and February 28, 2025, respectively. The fair value of our total debt is measured using a discounted cash flow analysis based on current market interest rates for similar types of instruments and was $
432.2
and $
432.8
as of May 30, 2025 and February 28, 2025, respectively. The estimation of the fair value of our total debt is based on Level 2 fair value measurements.
7.
INVENTORIES
| Inventories, net |
May 30,
2025 |
February 28,
2025 |
||||||||||||
| Raw materials and work-in-process | $ |
|
$ |
|
||||||||||
| Finished goods |
|
|
||||||||||||
|
|
|
|||||||||||||
| Revaluation to LIFO |
(
|
(
|
||||||||||||
| $ |
|
$ |
|
|||||||||||
The portion of inventories determined by the LIFO method aggregated to $
136.3
and $
118.2
as of May 30, 2025 and February 28, 2025, respectively.
8
. SHARE-BASED COMPENSATION
Performance Units
In Q1 2026 and Q1 2025, we issued performance units ("PSUs") to certain employees which are earned over a three-year performance period as follows:
•
597,600
PSUs to be earned over the period of 2026 through 2028 (the "2026 PSUs"). Of these PSUs,
478,080
are earned based on performance conditions, and
119,520
are earned based on a market condition.
•
465,300
PSUs to be earned over the period of 2025 through 2027 (the "2025 PSUs"). Of these PSUs,
372,240
are earned based on performance conditions, and
93,060
are earned based on a market condition.
The performance conditions and market condition for the 2026 PSUs and 2025 PSUs were established by the Compensation Committee in Q1 2026 and Q1 2025, respectively, and thus the 2026 PSUs and 2025 PSUs were considered granted in Q1 2026 and Q1 2025, respectively.
In Q1 2024, we issued
767,600
PSUs to certain employees which are earned over the period of 2024 through 2026 (the "2024 PSUs") based on performance conditions established annually by the Compensation Committee within the first three months of the applicable fiscal year. The number of PSUs earned under the 2024 PSUs are modified based on a market condition. When the performance conditions for a fiscal year are established for these PSUs, one-third of the PSUs issued are considered granted. Therefore, each of the three fiscal years within the performance period is considered an individual tranche of the award (referred to as "Tranche 1," "Tranche 2" and "Tranche 3," respectively). Tranche 3 of the 2024 PSUs were considered granted in Q1 2026, Tranche 2 of the 2024 PSUs were considered granted in Q1 2025, and Tranche 1 of the 2024 PSUs were considered granted in Q1 2024, in each case, when the performance conditions were established.
Once granted, the PSUs are expensed and recorded in
Additional paid-in capital
on the Condensed Consolidated Balance Sheets over the remaining performance period. For participants who are or become retirement-eligible during the performance period, the PSUs are expensed over the period ending on the date the participant becomes retirement-eligible. The awards will be forfeited if a participant leaves the company for reasons other than
11
retirement, disability or death or if the participant engages in any competition with us, as defined in the Steelcase Inc. Incentive Compensation Plan ("Incentive Compensation Plan").
The expense for PSUs is determined as follows:
•
For PSUs earned based on performance conditions only, the expense is determined based on the probability that the performance conditions will be met and the grant date fair value. The fair value is equal to the closing price of shares of our Class A Common Stock on the grant date.
•
For PSUs earned based on a market condition only, the expense is determined based on the grant date fair value of the market condition. The fair value is calculated using the Monte Carlo simulation model.
•
For PSUs earned based on performance conditions and modified based on a market condition, the expense is determined based on the probability that the performance conditions will be met and the grant date fair value of the market condition. The fair value is calculated using the Monte Carlo simulation model.
The Monte Carlo simulation was computed using the following assumptions:
| 2026 PSUs |
2025 PSUs
|
2024 PSUs | ||||||||||||||||||||||||||||||
| Tranche 3 | Tranche 2 | Tranche 1 | ||||||||||||||||||||||||||||||
| Risk-free interest rate (1) |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||||||||||||
| Expected term |
|
|
|
|
|
|||||||||||||||||||||||||||
| Estimated volatility (2) |
|
% |
|
% |
|
% |
|
% |
|
% | ||||||||||||||||||||||
_______________________________________
(1)
Based on the U.S. Government bond benchmark on the grant date.
The total PSU expense and associated tax benefit recorded for the three months ended May 30, 2025 and May 24, 2024 are as follows:
| Three Months Ended | ||||||||||||||
| Performance Units |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Expense | $ |
|
$ |
|
||||||||||
| Tax benefit |
|
|
||||||||||||
After completion of the performance period, the number of PSUs earned will be issued as shares of Class A Common Stock. A dividend equivalent is calculated based on the actual number of PSUs earned at the end of the performance period equal to the dividends that would have been payable on the earned PSUs had they been held during the entire performance period as Class A Common Stock. At the end of the performance period, the dividend equivalents are paid in the form of cash.
The PSU activity for the three months ended May 30, 2025 is as follows:
| Maximum Number of Shares of Nonvested Units | Total |
Weighted-Average
Grant Date Fair Value per Unit |
||||||||||||
| Nonvested as of February 28, 2025 |
|
$ |
|
|||||||||||
| Granted |
|
|
||||||||||||
| Nonvested as of May 30, 2025 |
|
$ |
|
|||||||||||
As of May 30, 2025, there was $
8.3
of remaining unrecognized compensation expense related to nonvested PSUs, which is expected to be recognized over a remaining weighted-average period of
2.0
years.
12
Restricted Stock Units
During the three months ended May 30, 2025, we awarded
1,273,589
restricted stock units ("RSUs") to certain employees. RSUs have restrictions on transfer which lapse up to three years after the date of grant, at which time the RSUs are issued as unrestricted shares of Class A Common Stock. RSUs are expensed and recorded in
Additional paid-in capital
on the Condensed Consolidated Balance Sheets over the requisite service period based on the value of the shares on the grant date. For participants who are or become retirement-eligible during the service period, the RSUs are expensed over the period ending on the date the participant becomes retirement-eligible. Typically, these awards will be forfeited if a participant separates employment from the company for reasons other than termination without cause, retirement, disability or death or if the participant engages in any competition with us, as defined in the Incentive Compensation Plan.
The total RSU expense and associated tax benefit for the three months ended May 30, 2025 and May 24, 2024 are as follows:
| Three Months Ended | ||||||||||||||
| Restricted Stock Units |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Expense | $ |
|
$ |
|
||||||||||
| Tax benefit |
|
|
||||||||||||
Holders of RSUs receive cash dividends equal to the dividends we declare and pay on our Class A Common Stock, which are included in
Dividends paid
in the Condensed Consolidated Statements of Cash Flows.
The RSU activity for the three months ended May 30, 2025 is as follows:
| Nonvested Units | Total |
Weighted-Average
Grant Date Fair Value per Unit |
||||||||||||
| Nonvested as of February 28, 2025 |
|
$ |
|
|||||||||||
| Granted |
|
|
||||||||||||
| Vested |
(
|
|
||||||||||||
| Forfeited |
(
|
|
||||||||||||
| Nonvested as of May 30, 2025 |
|
$ |
|
|||||||||||
As of May 30, 2025, there was $
15.0
of remaining unrecognized compensation expense related to nonvested RSUs, which is expected to be recognized over a remaining weighted-average period of
2.0
years.
13
9. REPORTABLE SEGMENTS
The operating segments regularly reviewed by our Chief Executive Officer in the capacity of CODM are (1) the Americas, (2) Europe, the Middle East and Africa ("EMEA") and (3) Asia Pacific. Asia Pacific serves customers in Australia, China, India, Japan, Korea and other countries in Southeast Asia. Our CODM compares budget to actual results and year-over-year variances for revenue, gross profit and operating income (loss) to evaluate the performance of the segments and make decisions regarding the allocation of resources. Total assets by segment include manufacturing and other assets associated with each segment.
For purposes of segment reporting externally, we have aggregated the EMEA and Asia Pacific operating segments as an International segment based upon their similarity in quantitative and qualitative characteristics as defined in the Accounting Standards Codification ("ASC") 280,
Segment Reporting.
We evaluated the economic similarity of these operating segments including patterns and trends for revenue, gross profit and operating income (loss) in addition to the similarity in the nature of products and services, types of customers, and production and distribution processes in these regions. We concluded that these operating segments met the criteria for aggregation consistent with the basic principles and objectives of segment reporting described in ASC 280.
The Americas segment serves customers in the U.S., Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of furniture, interior architectural, textile and surface imaging products that are marketed to corporate, government, education, healthcare and retail customers primarily through the Steelcase, AMQ, Coalesse, Designtex, HALCON, Orangebox, Smith System and Viccarbe brands.
The International segment serves customers in EMEA and Asia Pacific with a comprehensive portfolio of furniture and interior architectural products that are marketed to corporate, government, education, healthcare and retail customers primarily through the Steelcase, Coalesse, Orangebox, Smith System and Viccarbe brands.
The following tables reconcile reportable segment financial data regularly provided to and reviewed by our CODM, including significant segment expenses, to consolidated
Income before income tax expense
and provide other segment data:
| Reportable Segment Data |
Three Months Ended May 30, 2025
|
Three Months Ended May 24, 2024
|
||||||||||||||||||||||||||||||||||||
| Americas | International | Consolidated | Americas | International | Consolidated | |||||||||||||||||||||||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Cost of sales |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Restructuring costs |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Gross profit |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Operating expenses |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Restructuring costs (benefits) |
|
|
|
|
(
|
(
|
||||||||||||||||||||||||||||||||
| Operating income (loss) |
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||
| Interest expense |
(
|
(
|
||||||||||||||||||||||||||||||||||||
| Investment income |
|
|
||||||||||||||||||||||||||||||||||||
| Other income (expense), net |
(
|
|
||||||||||||||||||||||||||||||||||||
| Income before income tax expense | $ |
|
$ |
|
||||||||||||||||||||||||||||||||||
| Capital expenditures | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Depreciation and amortization |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Reportable Segment Data | May 30, 2025 | February 28, 2025 | ||||||||||||||||||||||||||||||||||||
| Americas | International | Consolidated | Americas | International | Consolidated | |||||||||||||||||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Goodwill |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
14
10. RESTRUCTURING ACTIVITIES
In Q1 2026, we initiated restructuring actions in the Americas to prioritize investments in our strategic initiatives and growth areas. These actions involve the terminations of approximately
85
salaried employees. We expect to incur restructuring costs of approximately $
10
to $
12
in the Americas segment related to these actions, consisting of cash severance payments and other separation-related benefits. We incurred restructuring costs of $
9.1
for these actions in Q1 2026. We expect these actions to be substantially complete by the end of 2026.
In Q1 2025, we initiated restructuring actions to close a regional distribution center in EMEA. These actions involve the terminations of approximately
20
employees. We expect to incur restructuring costs of approximately $
3
in the International segment related to these actions, consisting of cash severance payments and other separation-related benefits. We incurred restructuring costs of $
2.8
for these actions in 2025. These actions are substantially complete.
In Q1 2024, we announced a series of restructuring actions in response to continued decline in order volume, persisting inflationary pressures, and decreasing plant utilization. These actions involved the terminations of approximately
40
to
50
salaried employees in EMEA, the elimination of approximately
240
positions in Asia Pacific, and the terminations of approximately
30
employees in the Americas in connection with the closing of our regional distribution center in Atlanta, Georgia. We expect to incur total restructuring costs of approximately $
16
to $
18
in the International segment and approximately $
1
in the Americas segment related to these actions, consisting of cash severance payments and other separation-related benefits. We incurred restructuring costs of $
0.1
in the International segment for these actions in Q1 2026. We recorded a net benefit of $
0.8
in the International segment in 2025 due to a reduction in the expected costs for employee exits. We previously incurred restructuring costs of $
16.3
in the International segment and $
0.5
in the Americas segment for these actions prior to 2025. These actions are substantially complete.
The following table details the changes in the restructuring reserve balance for the three months ended May 30, 2025:
|
Roll-Forward of Restructuring Reserve
|
Workforce
Reductions
|
||||
| Balance as of February 28, 2025 | $ |
|
|||
|
Additions
|
|
||||
| Payments |
(
|
||||
|
Adjustments
|
|
||||
| Balance as of May 30, 2025 | $ |
|
|||
15
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations:
This management’s discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 28, 2025. Reference to a year relates to the fiscal year, ended in February of the year indicated, rather than the calendar year, unless indicated by a specific date. Additionally, Q1, Q2, Q3 and Q4 reference the first, second, third and fourth quarter, respectively, of the fiscal year indicated. All amounts are in millions, except share and per share data, data presented as a percentage or as otherwise indicated.
This item contains certain non-GAAP financial measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated statements of income, balance sheets or statements of cash flows of the company. The non-GAAP financial measures used are (1) organic revenue growth (decline), (2) adjusted operating income (loss) and (3) adjusted earnings per share. We have provided a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure in the tables below. These measures are supplemental to, and should be used in conjunction with, the most comparable GAAP measures. Management uses these non-GAAP financial measures to monitor and evaluate financial results and trends. See
Non-GAAP Financial Measures
for a description of these measures and why management believes they are also useful to investors.
Financial Summary
Our reportable segments consist of the Americas segment and the International segment. See Note 9 to the condensed consolidated financial statements for additional information.
Results of Operations
| Three Months Ended | ||||||||||||||||||||||||||
| Statement of Income Data |
May 30,
2025 |
May 24,
2024 |
||||||||||||||||||||||||
| Revenue | $ | 779.0 | 100.0 | % | $ | 727.3 | 100.0 | % | ||||||||||||||||||
| Cost of sales | 514.2 | 66.0 | 485.9 | 66.8 | ||||||||||||||||||||||
| Restructuring costs | 1.0 | 0.1 | 7.0 | 1.0 | ||||||||||||||||||||||
| Gross profit | 263.8 | 33.9 | 234.4 | 32.2 | ||||||||||||||||||||||
| Operating expenses | 230.1 | 29.5 | 217.5 | 29.9 | ||||||||||||||||||||||
| Restructuring costs (benefits) | 8.2 | 1.1 | (0.7) | (0.1) | ||||||||||||||||||||||
| Operating income | 25.5 | 3.3 | 17.6 | 2.4 | ||||||||||||||||||||||
| Interest expense | (6.3) | (0.8) | (6.2) | (0.8) | ||||||||||||||||||||||
| Investment income | 2.9 | 0.3 | 2.4 | 0.3 | ||||||||||||||||||||||
| Other income (expense), net | (3.3) | (0.4) | 0.3 | — | ||||||||||||||||||||||
| Income before income tax expense | 18.8 | 2.4 | 14.1 | 1.9 | ||||||||||||||||||||||
| Income tax expense | 5.2 | 0.7 | 3.2 | 0.4 | ||||||||||||||||||||||
| Net income | $ | 13.6 | 1.7 | % | $ | 10.9 | 1.5 | % | ||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.11 | $ | 0.09 | ||||||||||||||||||||||
| Diluted | $ | 0.11 | $ | 0.09 | ||||||||||||||||||||||
16
| Q1 2026 Organic Revenue Growth (Decline) | Americas | International | Consolidated | |||||||||||||||||
| Q1 2025 revenue | $ | 554.4 | $ | 172.9 | $ | 727.3 | ||||||||||||||
| Currency translation effects | (0.9) | 3.4 | 2.5 | |||||||||||||||||
| Q1 2025 revenue, adjusted | 553.5 | 176.3 | 729.8 | |||||||||||||||||
| Q1 2026 revenue | 603.6 | 175.4 | 779.0 | |||||||||||||||||
| Organic growth (decline) $ | $ | 50.1 | $ | (0.9) | $ | 49.2 | ||||||||||||||
| Organic growth (decline) % | 9 | % | (1) | % | 7 | % | ||||||||||||||
| Adjusted Operating Income | Three Months Ended | |||||||||||||||||||||||||
|
May 30,
2025 |
May 24,
2024 |
|||||||||||||||||||||||||
| Operating income | $ | 25.5 | 3.3 | % | $ | 17.6 | 2.4 | % | ||||||||||||||||||
| Amortization of purchased intangible assets | 4.3 | 0.5 | 4.3 | 0.6 | ||||||||||||||||||||||
| Restructuring costs | 9.2 | 1.2 | 6.3 | 0.9 | ||||||||||||||||||||||
| Adjusted operating income | $ | 39.0 | 5.0 | % | $ | 28.2 | 3.9 | % | ||||||||||||||||||
| Adjusted Earnings Per Share | Three Months Ended | |||||||||||||
|
May 30,
2025 |
May 24,
2024 |
|||||||||||||
| Earnings per share - diluted | $ | 0.11 | $ | 0.09 | ||||||||||
| Amortization of purchased intangible assets, per share | 0.04 | 0.04 | ||||||||||||
| Income tax effect of amortization of purchased intangible assets, per share | (0.01) | (0.01) | ||||||||||||
| Restructuring costs, per share | 0.08 | 0.05 | ||||||||||||
| Income tax effect of restructuring costs, per share | (0.02) | (0.01) | ||||||||||||
| Adjusted earnings per share - diluted | $ | 0.20 | $ | 0.16 | ||||||||||
Overview
We began Q1 2026 with an order backlog that was approximately 11% higher than the prior year, which drove higher revenue and operating income compared to the prior year. During Q1 2026, we realized savings from our restructuring actions completed in 2025 and ongoing cost reduction initiatives which substantially offset the impacts of higher tariff costs, net of pricing benefits in the Americas. Orders in Q1 2026 declined modestly compared to the prior year driven by significant declines from education and government customers in the Americas, which were impacted by changes in federal funding policies, and from small-to-midsize businesses in France and Germany, which were negatively impacted by macroeconomic factors. Those declines were substantially offset by order growth in the remaining areas of our business.
In Q1 2026, we initiated restructuring actions in the Americas targeting approximately $20 in annualized spending to prioritize investments in our strategic initiatives and growth areas. We also recently initiated procedures with applicable unions and works councils in Europe as part of actions which are targeted to further reduce our cost structure in response to weak macroeconomic factors and lower demand in Germany and France and to improve profitability in our International segment.
We recorded net income of $13.6 and earnings per share of $0.11 in Q1 2026 compared to net income of $10.9 and earnings per share of $0.09 in the prior year. Operating income of $25.5 in Q1 2026 represented an increase of $7.9 compared to operating income of $17.6 in the prior year.
The increase was driven by the benefits of higher volume, partially offset by higher operating expenses. We reported adjusted operating income of $39.0 and adjusted earnings per share of $0.20 in Q1 2026 compared to adjusted operating income of $28.2 and adjusted earnings per share of $0.16 in the prior year.
Revenue of $779.0 in Q1 2026 represented an increase of $51.7 or 7% compared to the prior year. Revenue increased by 9% in the Americas and 1% in International. The Americas was driven by a higher beginning order backlog compared to the prior year, and International included $3.4 of favorable currency translation effects. On an organic basis, revenue in Q1 2026 represented growth of 7% compared to the prior year, with 9% growth in the Americas and a 1% decline in International.
Cost of sales as a percentage of revenue improved by 80 basis points in Q1 2026 compared to the prior year.
Cost of sales as a percentage of revenue improved by 110 basis points in the Americas but increased by 40 basis points
17
in International. The improvement in the Americas was driven by the benefits of higher volume and cost reduction initiatives, which were partially offset by approximately $7 of higher tariff costs, net of pricing benefits.
Operating expenses increased by $12.6 in Q1 2026, but decreased by 40 basis points as a percentage of revenue, compared to the prior year. Operating expenses in Q1 2026 included:
•
$7.2 of higher employee costs,
•
$5.1 of higher variable compensation expense and
•
approximately $2 of unfavorable currency translation effects.
The investment in our business transformation initiative includes internal resources deployed on the development and configuration of our new enterprise resource planning ("ERP") system. Approximately $4 of employee costs were capitalized to
Other assets
as part of the application-development phase of the project in Q1 2026 and Q1 2025. We will begin amortizing the capitalized development costs when the ERP system is ready for its intended use.
We recorded restructuring costs of $9.2 in Q1 2026 and $6.3 in Q1 2025. See Note 10 to the condensed consolidated financial statements for additional information.
Our Q1 2026 effective tax rate was 27.7%, which included $0.6 of discrete tax expenses, compared to a Q1 2025 effective tax rate of 22.7%, which included $0.5 of discrete tax benefits.
Interest Expense, Investment Income and Other Income (Expense), Net
| Three Months Ended | ||||||||||||||
| Interest Expense, Investment Income and Other Income (Expense), Net |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Interest expense | $ | (6.3) | $ | (6.2) | ||||||||||
| Investment income | 2.9 | 2.4 | ||||||||||||
| Other income (expense), net: | ||||||||||||||
| Equity in income of unconsolidated affiliates | 0.7 | 1.5 | ||||||||||||
| Foreign exchange gains (losses) | (3.5) | (0.5) | ||||||||||||
| Net periodic pension and post-retirement expense, excluding service cost | (0.1) | (0.2) | ||||||||||||
| Miscellaneous income (expense), net | (0.4) | (0.5) | ||||||||||||
| Total other income (expense), net | (3.3) | 0.3 | ||||||||||||
| Total interest expense, investment income and other income (expense), net | $ | (6.7) | $ | (3.5) | ||||||||||
Business Segments
See Note 9 to the condensed consolidated financial statements for additional information regarding our business segments.
Americas
The Americas segment serves customers in the United States ("U.S."), Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of furniture, interior architectural, textile and surface imaging products that are marketed to corporate, government, education, healthcare and retail customers primarily through the Steelcase, AMQ, Coalesse, Designtex, HALCON, Orangebox, Smith System and Viccarbe brands.
| Three Months Ended | ||||||||||||||||||||||||||
| Statement of Income Data — Americas |
May 30,
2025 |
May 24,
2024 |
||||||||||||||||||||||||
| Revenue | $ | 603.6 | 100.0 | % | $ | 554.4 | 100.0 | % | ||||||||||||||||||
| Cost of sales | 390.7 | 64.7 | 364.9 | 65.8 | ||||||||||||||||||||||
| Restructuring costs | 1.0 | 0.2 | 4.1 | 0.8 | ||||||||||||||||||||||
| Gross profit | 211.9 | 35.1 | 185.4 | 33.4 | ||||||||||||||||||||||
| Operating expenses | 175.8 | 29.1 | 166.7 | 30.1 | ||||||||||||||||||||||
| Restructuring costs | 8.1 | 1.4 | 0.2 | — | ||||||||||||||||||||||
| Operating income | $ | 28.0 | 4.6 | % | $ | 18.5 | 3.3 | % | ||||||||||||||||||
18
| Adjusted Operating Income — Americas | Three Months Ended | |||||||||||||||||||||||||
|
May 30,
2025 |
May 24,
2024 |
|||||||||||||||||||||||||
| Operating income | $ | 28.0 | 4.6 | % | $ | 18.5 | 3.3 | % | ||||||||||||||||||
| Amortization of purchased intangible assets | 3.1 | 0.5 | 3.1 | 0.6 | ||||||||||||||||||||||
| Restructuring costs | 9.1 | 1.6 | 4.3 | 0.8 | ||||||||||||||||||||||
| Adjusted operating income | $ | 40.2 | 6.7 | % | $ | 25.9 | 4.7 | % | ||||||||||||||||||
Operating income in the Americas increased by $9.5 in Q1 2026 compared to the prior year. The increase was driven by higher volume, partially offset by higher operating expenses and higher restructuring costs. Adjusted operating income of $40.2 in Q1 2026 represented an improvement of $14.3 compared to the prior year.
The Americas revenue represented 77.5% of consolidated revenue in Q1 2026. In Q1 2026, revenue increased by $49.2 or 9% compared to the prior year, which benefited from approximately 13% of higher beginning order backlog and included strong growth from large corporate, government and healthcare customers. On an organic basis, revenue increased by $50.1 or 9% in Q1 2026 compared to the prior year.
Cost of sales as a percentage of revenue improved by 110 basis points in Q1 2026 compared to the prior year. The improvement was driven by the benefits of higher volume and our cost reduction initiatives, which were partially offset by approximately $7 of higher tariff costs, net of pricing benefits.
Operating expenses increased by $9.1 in Q1 2026, but decreased by 100 basis points as a percentage of revenue, compared to the prior year. Operating expenses in Q1 2026 included $4.9 of higher variable compensation expense and $4.8 of higher employee costs.
We recorded restructuring costs of $9.1 in Q1 2026 and $4.3 in Q1 2025. See Note 10 to the condensed consolidated financial statements for additional information.
International
The International segment serves customers in Europe, the Middle East and Africa and Asia Pacific with a comprehensive portfolio of furniture and interior architectural products that are marketed to corporate, government, education, healthcare and retail customers primarily through the Steelcase, Coalesse, Orangebox, Smith System and Viccarbe brands.
| Three Months Ended | ||||||||||||||||||||||||||
| Statement of Operations Data — International |
May 30,
2025 |
May 24,
2024 |
||||||||||||||||||||||||
| Revenue | $ | 175.4 | 100.0 | % | $ | 172.9 | 100.0 | % | ||||||||||||||||||
| Cost of sales | 123.5 | 70.4 | 121.0 | 70.0 | ||||||||||||||||||||||
| Restructuring costs | — | — | 2.9 | 1.7 | ||||||||||||||||||||||
| Gross profit | 51.9 | 29.6 | 49.0 | 28.3 | ||||||||||||||||||||||
| Operating expenses | 54.3 | 31.0 | 50.8 | 29.3 | ||||||||||||||||||||||
| Restructuring costs (benefits) | 0.1 | — | (0.9) | (0.5) | ||||||||||||||||||||||
| Operating loss | $ | (2.5) | (1.4) | % | $ | (0.9) | (0.5) | % | ||||||||||||||||||
| Adjusted Operating Income (Loss) — International | Three Months Ended | |||||||||||||||||||||||||
|
May 30,
2025 |
May 24,
2024 |
|||||||||||||||||||||||||
| Operating loss | $ | (2.5) | (1.4) | % | $ | (0.9) | (0.5) | % | ||||||||||||||||||
| Amortization of purchased intangible assets | 1.2 | 0.7 | 1.2 | 0.6 | ||||||||||||||||||||||
| Restructuring costs | 0.1 | — | 2.0 | 1.2 | ||||||||||||||||||||||
| Adjusted operating income (loss) | $ | (1.2) | (0.7) | % | $ | 2.3 | 1.3 | % | ||||||||||||||||||
The operating loss in International increased by $1.6 in Q1 2026 compared to the prior year. The increase was driven by higher operating expenses, partially offset by $1.9 of lower restructuring costs. The adjusted operating loss of $1.2 in Q1 2026 represented a decline of $3.5 compared to adjusted operating income of $2.3 in the prior year.
19
International revenue represented 22.5% of consolidated revenue in Q1 2026. In Q1 2026, revenue increased by $2.5 or 1% compared to the prior year, primarily related to $3.4 of favorable currency translation effects. Year-over-year growth in India, the United Kingdom and China was offset by declines primarily in Germany and France. On an organic basis, revenue declined by $0.9 or 1% in Q1 2026 compared to the prior year.
Cost of sales as a percentage of revenue increased by 40 basis points in Q1 2026 compared to the prior year. The increase was primarily driven by a lower mix of small-to-midsize business in Germany and France, partially offset by savings from cost reduction initiatives.
Operating expenses increased by $3.5 in Q1 2026, or 170 basis points as a percentage of revenue, compared to the prior year. Operating expenses in Q1 2026 included $2.4 of higher employee costs and approximately $2 of unfavorable currency translation effects.
We recorded restructuring costs of $0.1 in Q1 2026 and $2.0 in Q1 2025. See Note 10 to the condensed consolidated financial statements for additional information.
Non-GAAP Financial Measures
The non-GAAP financial measures used in this MD&A are: (1) organic revenue growth (decline), (2) adjusted operating income (loss) and (3) adjusted earnings per share.
Organic Revenue Growth (Decline)
We define organic revenue growth (decline) as revenue growth (decline) excluding the impact of acquisitions and divestitures, foreign currency translation effects and the impact of the additional week in Q4 2025. Organic revenue growth (decline) is calculated by adjusting prior year revenue to include revenues of acquired companies prior to the date of the company's acquisition, to exclude revenues of divested companies, to use current year average exchange rates in the conversion of foreign-denominated revenue and to exclude the estimated revenues associated with the additional week in Q4 2025. We believe organic revenue growth (decline) is a meaningful metric to investors as it provides a more consistent comparison of our revenue to prior periods as well as to industry peers.
Adjusted Operating Income (Loss) and Adjusted Earnings Per Share
We define adjusted operating income (loss) as operating income (loss) excluding amortization of purchased intangible assets, restructuring costs (benefits) and gain (losses) on the sale of land, net of variable compensation impacts. We define adjusted earnings per share as earnings per share, on a diluted basis, excluding amortization of purchased intangible assets, restructuring costs (benefits), gains (losses) on the sale of land, net of variable compensation impacts, and gains (losses) on pension plan settlements, and the related income tax effects of these items.
•
Amortization of purchased intangible assets:
We may record intangible assets (such as backlog, dealer relationships, trademarks, know-how and designs and proprietary technology) when we acquire companies. We allocate the fair value of purchase consideration to net tangible and intangible assets acquired based on their estimated fair values. The fair value estimates for these intangible assets require management to make significant estimates and assumptions, which include the useful lives of intangible assets. We believe that adjusting for amortization of purchased intangible assets provides a more consistent comparison of our operating performance to prior periods as well as to industry peers.
•
Restructuring costs (benefits):
Restructuring costs (benefits) may be recorded as our business strategies change or in response to changing market trends and economic conditions. We believe that adjusting for restructuring costs (benefits), which are primarily associated with business exit and workforce reduction costs, provides a more consistent comparison of our operating performance to prior periods as well as to industry peers.
•
Gains (losses) on the sale of land, net of variable compensation impacts:
We may sell land when conditions are favorable. Gains and losses on the sale of land may increase or decrease, respectively, our variable compensation expense. We believe adjusting for these items provides a more consistent comparison of our operating performance to prior periods as well as to industry peers.
•
Gains (losses) on pension plan settlements
: We realize gains or losses previously reported as unrealized in
Accumulated other comprehensive income (loss)
in
Other income (expense), net
, in connection with pension plan settlements when all risks related to the benefit obligations to plan participants and plan assets are transferred. We believe adjusting for the gains or losses on pension plan settlements provides a more consistent comparison of our operating performance to prior periods as well as to industry peers.
20
Liquidity and Capital Resources
Cash and cash equivalents and short-term investments are available to fund day-to-day operations, including seasonal disbursements, particularly the annual payment of accrued variable compensation and retirement plan contributions in Q1 of each fiscal year. During normal business conditions, we target a range of $75 to $175 in cash and cash equivalents and short-term investments to fund operating requirements. In addition, we may carry additional liquidity for potential investments in strategic initiatives and as a cushion against economic volatility.
| Liquidity Sources |
May 30,
2025 |
February 28,
2025 |
||||||||||||
| Cash and cash equivalents | $ | 183.9 | $ | 346.3 | ||||||||||
| Short-term investments | 42.1 | 41.6 | ||||||||||||
| Company-owned life insurance ("COLI") | 165.5 | 170.4 | ||||||||||||
| Availability under credit facilities | 322.9 | 323.7 | ||||||||||||
| Total liquidity sources available | $ | 714.4 | $ | 882.0 | ||||||||||
As of May 30, 2025, we held a total of $226.0 in cash and cash equivalents and short-term investments.
Of that total, 85% was located in the U.S. and 15% was located outside of the U.S., primarily in China (including Hong Kong), Mexico, Malaysia and India.
Our short-term investments are maintained in a managed investment portfolio in the U.S. and primarily consist of corporate debt securities, U.S. government debt securities and asset-backed securities.
COLI investments are recorded at their net cash surrender value. Our investments in COLI policies are intended to be utilized as a funding source for long-term benefit obligations. However, COLI can also be used as a source of liquidity. We believe the financial strength of the issuing insurance companies associated with our COLI policies is sufficient to meet their obligations.
Availability under credit facilities may be reduced related to compliance with applicable covenants. See
Liquidity Facilities
for more information.
The following table summarizes our Condensed Consolidated Statements of Cash Flows for the three months ended May 30, 2025 and May 24, 2024:
| Three Months Ended | ||||||||||||||
| Cash Flow Data |
May 30,
2025 |
May 24,
2024 |
||||||||||||
|
Net cash used in:
|
||||||||||||||
| Operating activities | $ | (141.1) | $ | (59.1) | ||||||||||
| Investing activities | (5.9) | (46.6) | ||||||||||||
| Financing activities | (17.2) | (40.0) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 0.9 | 0.1 | ||||||||||||
|
Net decrease in cash, cash equivalents and restricted cash
|
(163.3) | (145.6) | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 353.8 | 325.9 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 190.5 | $ | 180.3 | ||||||||||
21
Cash used in operating activities
| Three Months Ended | ||||||||||||||
| Cash Flow Data — Operating Activities |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Net income | $ | 13.6 | $ | 10.9 | ||||||||||
| Depreciation and amortization | 17.6 | 20.2 | ||||||||||||
| Share-based compensation | 13.1 | 14.8 | ||||||||||||
| Restructuring costs | 9.2 | 6.3 | ||||||||||||
| Changes in accounts receivable, inventories and accounts payable | (37.5) | 8.5 | ||||||||||||
| Cloud computing arrangements expenditures | (10.7) | (10.9) | ||||||||||||
| Employee compensation liabilities | (111.0) | (81.7) | ||||||||||||
| Employee benefit obligations | (33.8) | (25.9) | ||||||||||||
|
Other
|
(1.6) | (1.3) | ||||||||||||
| Net cash used in operating activities | $ | (141.1) | $ | (59.1) | ||||||||||
Annual payments related to accrued variable compensation and retirement plan contributions totaled $156.1 in Q1 2026 compared to $122.4 in the prior year. In Q1 2026, we used cash to fund inventory purchases in advance of the seasonal demand in our education business and to mitigate potential supply chain disruptions in certain markets. Accounts receivable increased compared to the prior year due to revenue growth. In Q1 2026, we used $10.7 of cash for cloud computing arrangement expenditures related to the capitalized implementation costs of our new ERP system compared to $10.9 in Q1 2025.
Cash used in investing activities
| Three Months Ended | ||||||||||||||
| Cash Flow Data — Investing Activities |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Capital expenditures | $ | (14.0) | $ | (12.1) | ||||||||||
| Purchases of short-term investments | (5.1) | (36.2) | ||||||||||||
| Liquidations of short-term investments | 4.6 | 0.5 | ||||||||||||
| Other | 8.6 | 1.2 | ||||||||||||
| Net cash used in investing activities | $ | (5.9) | $ | (46.6) | ||||||||||
Capital expenditures in Q1 2026 were primarily related to investments in manufacturing operations, information technology and customer-facing facilities and showrooms. In Q1 2026, other investing activities included $6.5 of proceeds from COLI policy maturities. In Q1 2025 we invested $35.7 in a managed investment portfolio. See Note 6 to the condensed consolidated financial statements for additional information.
Cash used in financing activities
| Three Months Ended | ||||||||||||||
| Cash Flow Data — Financing Activities |
May 30,
2025 |
May 24,
2024 |
||||||||||||
| Dividends paid | $ | (12.2) | $ | (12.3) | ||||||||||
| Common stock repurchases | (5.0) | (27.7) | ||||||||||||
| Net cash used in financing activities | $ | (17.2) | $ | (40.0) | ||||||||||
We paid dividends of $0.10 per common share in Q1 2026 and Q1 2025.
In Q1 2026, we repurchased 431,717 shares of Class A common stock, all of which were repurchased to satisfy participants' tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms in the Steelcase Inc. Incentive Compensation Plan ("Incentive Compensation Plan"). In Q1 2025, we repurchased 2,201,146 shares of Class A common stock of which 701,146 were repurchased to satisfy participants' tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan.
As of May 30, 2025, we had $79.9 of remaining availability under the share repurchase program approved by our Board of Directors in 2024.
22
Liquidity Facilities
The following table summarizes available capacity under our liquidity facilities as of May 30, 2025:
| Liquidity Facilities |
May 30,
2025 |
|||||||
| Global committed bank facility | $ | 300.0 | ||||||
| Various uncommitted facilities | 22.9 | |||||||
| Total credit lines available | 322.9 | |||||||
| Less: Borrowings outstanding | — | |||||||
| Available capacity | $ | 322.9 | ||||||
We have a $300.0 global committed bank facility in effect through 2029. As of May 30, 2025, there were no borrowings outstanding under the facility, our ability to borrow under the facility was not limited, and we were in compliance with all covenants under the facility.
We have unsecured uncommitted short-term credit facilities available for working capital purposes with various financial institutions with a total U.S. dollar borrowing capacity of up to $4.0 and a total foreign currency borrowing capacity of up to $18.9 as of May 30, 2025. These credit facilities may be changed or canceled by the banks at any time. As of May 30, 2025, there were no borrowings outstanding under these uncommitted facilities.
Total consolidated debt as of May 30, 2025 was $447.3 which consists of term notes due in 2029 with an effective interest rate of 5.6%. The term notes are unsecured and contain no financial covenants.
Liquidity Outlook
Our material cash requirements are subject to fluctuation based on business requirements or investments in strategic initiatives. Our liquidity position, funds available under our credit facilities and cash generated from future operations are expected to be sufficient to finance our known or foreseeable liquidity needs, including our material cash requirements. As of May 30, 2025, our total liquidity, which is comprised of cash and cash equivalents, short-term investments and the cash surrender value of COLI, aggregated to $
391.5.
As of
May 30, 2025
, there were no significant changes in the items that we identified as our material committed cash requirements in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.
We also have other planned material usages of cash which we consider discretionary. This includes plans for capital expenditures and capitalizable costs for cloud computing arrangements related to the implementation of our new ERP system, which are expected to total approximately $80 in 2026. In addition, we fund dividend payments declared by our Board of Directors. On June 25, 2025, we announced a quarterly dividend on our common stock of $0.10 per share, or approximately $11.5, to be paid in Q2 2026.
Critical Accounting Estimates
During Q1 2026, there were no changes in the items that we identified as critical accounting estimates in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.
Recently Issued Accounting Standards
See Note 2 to the condensed consolidated financial statements.
Forward-looking Statements
From time to time, in written and oral statements, we discuss our expectations regarding future events and our plans and objectives for future operations. These forward-looking statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on current beliefs of management as well as assumptions made by, and information currently available to, us. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project," "target” or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements and vary from our expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally;
23
acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk:
The nature of the market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) we faced as of May 30, 2025 had not materially changed from what we disclosed in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025. We are exposed to market risks from foreign currency exchange, interest rates, commodity prices and fixed income and equity prices, which could affect our operating results, financial position and cash flows.
Foreign Exchange Risk
During Q1 2026, no material change in foreign exchange risk occurred.
Interest Rate Risk
During Q1 2026, no material change in interest rate risk occurred.
Commodity Price Risk
During Q1 2026, no material change in commodity price risk occurred.
Fixed Income and Equity Price Risk
During Q1 2026, no material change in fixed income and equity price risk occurred.
Item 4.
Controls and Procedures:
(a)
Disclosure Controls and Procedures.
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of May 30, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of May 30, 2025, our disclosure controls and procedures were effective in (1) recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (2) ensuring that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)
Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
24
PART II. OTHER INFORMATION
Item 1A. Risk Factors:
For a more detailed explanation of the risks affecting our business, please refer to the Risk Factors section in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025. There have not been any material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds:
Issuer Purchases of Equity Securities
The following is a summary of share repurchase activity during Q1 2026:
| Period |
(a)
Total Number of Shares Purchased |
(b)
Average Price Paid per Share |
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) |
(d)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1) (in millions) |
||||||||||||||||||||||
| 03/01/2025 - 04/04/2025 | 430,590 | $ | 11.55 | — | $ | 79.9 | ||||||||||||||||||||
| 04/05/2025 - 05/02/2025 | — | $ | — | — | $ | 79.9 | ||||||||||||||||||||
| 05/03/2025 - 05/30/2025 | 1,127 | $ | 9.91 | — | $ | 79.9 | ||||||||||||||||||||
| Total | 431,717 | (2) | — | |||||||||||||||||||||||
_______________________________________
(1)
In October 2023, the Board of Directors approved a share repurchase program, announced on October 30, 2023, permitting the repurchase of up to $100 million of shares of our common stock.
(2)
431,717 shares were repurchased to satisfy participants’ tax withholding obligations upon the issuance of shares under equity awards, pursuant to the terms of our Incentive Compensation Plan.
25
Item 6.
Exhibits:
|
Exhibit
No. |
Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH | Inline XBRL Schema Document | |||||||
| 101.CAL | Inline XBRL Calculation Linkbase Document | |||||||
| 101.LAB | Inline XBRL Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Presentation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
26
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.
| STEELCASE INC. | |||||
| By: | /s/ NICOLE C. MCGRATH | ||||
|
Nicole C. McGrath
Vice President, Corporate Controller & Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) |
|||||
Date: June 27, 2025
27
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial Statements:Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations:Item 3. Quantitative and Qualitative Disclosures About Market Risk:Item 4. Controls and Procedures:Part II. Other InformationItem 1A. Risk Factors:Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds:Item 6. Exhibits: