スチールケースの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 2, 2023

_____________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)


Michigan		1-13873	38-0819050
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS employer identification number)

901 44th Street SE
Grand Rapids,	Michigan		49508
(Address or 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)

_______

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 CRF 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
Class A Common Stock	SCS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

As of the end of the first quarter of fiscal year 2024, Steelcase Inc. (the “Company”) realigned its reportable segments for financial reporting purposes as a result of changes in how business performance is monitored and resources are allocated to support the Company's top strategic priorities. During the quarter, the Company simplified its internal reporting to summarize the results of all brands by geography including utilization of previously unallocated corporate expenses. This change is paralleled to the organizational structure that will be used by the Company’s Chief Executive Officer for making operating and investment decisions and assessing business performance. The Company’s realigned reportable segments are as follows.

•Americas Segment - The Americas segment serves customers in the United States, Canada, the Caribbean Islands and Latin America with a comprehensive portfolio of furniture and architectural products that are marketed to corporate, government, healthcare, education and retail customers primarily through the Steelcase, AMQ, Coalesse, Designtex, HALCON, Orangebox, Smith System and Viccarbe brands.

•International Segment - The International segment serves customers in Europe, the Middle East and Africa (“EMEA”) and Asia Pacific with a comprehensive portfolio of furniture and architectural products that are marketed to corporate, government, education and retail customers primarily through the Steelcase, Coalesse, Orangebox, Smith System and Viccarbe brands.

Effective as of the end of the first quarter of fiscal year 2024:

•the EMEA and Asia Pacific operating segments are aggregated and reported as the International segment,

•Designtex is included within the Americas segment and will continue to sell textiles, wall coverings and surface imaging solutions primarily in North America, and

•previously unallocated Corporate expenses are included in the Americas segment which is the operating segment that the corresponding functions primarily support. Previously allocated expenses will continue to be allocated to the operating segments they support.

The Company evaluates the performance of its operating segments based on revenues, gross profit and operating income adjusted to exclude amortization of purchased intangible assets, restructuring costs and, as applicable, other unusual items.

As required by Accounting Standards Codification (ASC) 280, “Segment Reporting,” all future consolidated financial statements issued by the Company will reflect the reclassification of previously published segment data.

The information included in this Form 8-K affects disclosures related to previously disclosed segment results and does not in any way restate or revise the consolidated financial position, results of operations or cash flows in any previously reported Consolidated Statement of Income, Consolidated Balance Sheets or Consolidated Statements of Cash Flows of Steelcase Inc.

The quarterly segment information for the first, second, third and fourth quarters of fiscal years 2023 and 2022 set forth in Exhibit 99.1 reflects the reclassification resulting from the reportable segment changes described above.

The information furnished pursuant to this Item 8.01 to this Current Report on Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01. Financial Statements and Exhibits.

(d) EXHIBITS.


Exhibit Number			Description
99.1			Reclassified quarterly segment information for the first, second, third and fourth quarters of fiscal years 2023 and 2022
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


STEELCASE INC.


By:			/s/ Nicole C. McGrath
			Nicole C. McGrath Vice President, Corporate Controller & Chief Accounting Officer

Date: June 2, 2023

EX-99.1 2 exhibit991segmentdetail.htm EX-99.1 Document

Exhibit 99.1

Steelcase Inc., Supplemental Financial Data

Revised Quarterly Segment Data for the quarterly periods within each of the fiscal years ended February 24, 2023 and February 25, 2022

(Unaudited) ($ in millions)

1.Segment Information

Fiscal 2023/2022 Segments

Fiscal 2024 Segments

Americas

North America

Caribbean Islands

Latin America

Designtex

EMEA

Corporate unallocated

Europe, Middle East, Africa

International

Other

Europe, Middle East, Africa

Asia Pacific

Designtex

Corporate

Corporate unallocated

Certain amounts in the fiscal year 2023 and 2022 financial statements have been reclassified to conform to the fiscal year 2024 segment presentation.

A.Quarterly Segment Data for Fiscal 2023


Statement of Operations Data - Consolidated (Unaudited)	Three Months Ended																Twelve Months Ended
	May 27, 2022				August 26, 2022				November 25, 2022				February 24, 2023				February 24, 2023
Revenue	$	740.7	100.0	%	$	863.3	100.0	%	$	826.9	100.0	%	$	801.7	100.0	%	$	3,232.6	100.0	%
Cost of sales	548.2		74.0		612.5		70.9		587.7		71.0		562.3		70.2		2,310.7		71.5
Restructuring costs	0.9		0.1		—		—		1.4		0.2		0.2		—		2.5		0.1
Gross profit	191.6		25.9		250.8		29.1		237.8		28.8		239.2		29.8		919.4		28.4
Operating expenses	200.9		27.1		221.4		25.7		208.1		25.2		206.8		25.7		837.2		25.9
Restructuring costs	3.3		0.5		0.5		0.1		9.2		1.1		3.7		0.5		16.7		0.5
Operating income (loss)	$	(12.6)	(1.7)	%	$	28.9	3.3	%	$	20.5	2.5	%	$	28.7	3.6	%	$	65.5	2.0	%

Operating income (loss)	$	(12.6)	(1.7)	%	$	28.9	3.3	%	$	20.5	2.5	%	$	28.7	3.6	%	$	65.5	2.0	%
Amortization of purchased intangible assets	3.8		0.5		6.4		0.7		6.6		0.8		6.0		0.7		22.8		0.7
Restructuring costs	4.2		0.6		0.5		0.1		10.6		1.3		3.9		0.5		19.2		0.6
Adjusted operating income (loss)	$	(4.6)	(0.6)	%	$	35.8	4.1	%	$	37.7	4.6	%	$	38.6	4.8	%	$	107.5	3.3	%

Exhibit 99.1


Statement of Operations Data - Americas (Unaudited)	Three Months Ended																Twelve Months Ended
	May 27, 2022				August 26, 2022				November 25, 2022				February 24, 2023				February 24, 2023
Revenue	$	543.8	100.0	%	$	677.0	100.0	%	$	619.8	100.0	%	$	595.6	100.0	%	$	2,436.2	100.0	%
Cost of sales	403.8		74.2		471.1		69.6		437.2		70.6		410.0		68.9		1,722.1		70.7
Restructuring costs	0.9		0.2		—		—		1.4		0.2		0.2		—		2.5		0.1
Gross profit	139.1		25.6		205.9		30.4		181.2		29.2		185.4		31.1		711.6		29.2
Operating expenses	146.5		27.0		167.8		24.7		154.7		24.9		148.5		24.9		617.5		25.3
Restructuring costs	3.3		0.6		0.5		0.1		9.2		1.5		3.7		0.6		16.7		0.7
Operating income (loss)	$	(10.7)	(2.0)	%	$	37.6	5.6	%	$	17.3	2.8	%	$	33.2	5.6	%	$	77.4	3.2	%

Operating income (loss)	$	(10.7)	(2.0)	%	$	37.6	5.6	%	$	17.3	2.8	%	$	33.2	5.6	%	$	77.4	3.2	%
Amortization of purchased intangible assets	2.6		0.5		5.3		0.7		5.5		0.9		4.8		0.8		18.2		0.7
Restructuring costs	4.2		0.8		0.5		0.1		10.6		1.7		3.9		0.6		19.2		0.8
Adjusted operating income (loss)	$	(3.9)	(0.7)	%	$	43.4	6.4	%	$	33.4	5.4	%	$	41.9	7.0	%	$	114.8	4.7	%


Statement of Operations Data - International (Unaudited)	Three Months Ended																Twelve Months Ended
	May 27, 2022				August 26, 2022				November 25, 2022				February 24, 2023				February 24, 2023
Revenue	$	196.9	100.0	%	$	186.3	100.0	%	$	207.1	100.0	%	$	206.1	100.0	%	$	796.4	100.0	%
Cost of sales	144.4		73.3		141.4		75.9		150.5		72.7		152.3		73.9		588.6		73.9
Gross profit	52.5		26.7		44.9		24.1		56.6		27.3		53.8		26.1		207.8		26.1
Operating expenses	54.4		27.7		53.6		28.8		53.4		25.8		58.3		28.3		219.7		27.6
Operating income (loss)	$	(1.9)	(1.0)	%	$	(8.7)	(4.7)	%	$	3.2	1.5	%	$	(4.5)	(2.2)	%	$	(11.9)	(1.5)	%

Operating income (loss)	$	(1.9)	(1.0)	%	$	(8.7)	(4.7)	%	$	3.2	1.5	%	$	(4.5)	(2.2)	%	$	(11.9)	(1.5)	%
Amortization of purchased intangible assets	1.2		0.6		1.1		0.6		1.1		0.6		1.2		0.6		4.6		0.6
Adjusted operating income (loss)	$	(0.7)	(0.4)	%	$	(7.6)	(4.1)	%	$	4.3	2.1	%	$	(3.3)	(1.6)	%	$	(7.3)	(0.9)	%

Exhibit 99.1

B.Quarterly Segment Data for Fiscal 2022


Statement of Operations Data - Consolidated (Unaudited)	Three Months Ended																Twelve Months Ended
	May 28, 2021				August 27, 2021				November 26, 2021				February 25, 2022				February 25, 2022
Revenue	$	556.6	100.0	%	$	724.8	100.0	%	$	738.2	100.0	%	$	753.1	100.0	%	$	2,772.7	100.0	%
Cost of sales	401.9		72.2		518.0		71.5		534.6		72.4		556.7		73.9		2,011.2		72.5
Gross profit	154.7		27.8		206.8		28.5		203.6		27.6		196.4		26.1		761.5		27.5
Operating expenses	186.5		33.5		172.9		23.8		187.7		25.4		194.3		25.8		741.4		26.8
Operating income (loss)	$	(31.8)	(5.7)	%	$	33.9	4.7	%	$	15.9	2.2	%	$	2.1	0.3	%	$	20.1	0.7	%

Operating income (loss)	$	(31.8)	(5.7)	%	$	33.9	4.7	%	$	15.9	2.2	%	$	2.1	0.3	%	$	20.1	0.7	%
Amortization of purchased intangible assets	3.6		0.6		3.6		0.5		3.6		0.4		4.0		0.5		14.8		0.6
Adjusted operating income (loss)	$	(28.2)	(5.1)	%	$	37.5	5.2	%	$	19.5	2.6	%	$	6.1	0.8	%	$	34.9	1.3	%


Statement of Operations Data - Americas (Unaudited)	Three Months Ended																Twelve Months Ended
	May 28, 2021				August 27, 2021				November 26, 2021				February 25, 2022				February 25, 2022
Revenue	$	398.7	100.0	%	$	545.9	100.0	%	$	523.0	100.0	%	$	527.5	100.0	%	$	1,995.1	100.0	%
Cost of sales	286.2		71.8		386.5		70.8		384.0		73.4		392.0		74.3		1,448.7		72.6
Gross profit	112.5		28.2		159.4		29.2		139.0		26.6		135.5		25.7		546.4		27.4
Operating expenses	133.1		33.4		119.5		21.9		133.2		25.5		139.4		26.4		525.2		26.3
Operating income (loss)	$	(20.6)	(5.2)	%	$	39.9	7.3	%	$	5.8	1.1	%	$	(3.9)	(0.7)	%	$	21.2	1.1	%

Operating income (loss)	$	(20.6)	(5.2)	%	$	39.9	7.3	%	$	5.8	1.1	%	$	(3.9)	(0.7)	%	$	21.2	1.1	%
Amortization of purchased intangible assets	2.6		0.7		2.6		0.5		2.6		0.5		2.7		0.5		10.5		0.5
Adjusted operating income (loss)	$	(18.0)	(4.5)	%	$	42.5	7.8	%	$	8.4	1.6	%	$	(1.2)	(0.2)	%	$	31.7	1.6	%


Statement of Operations Data - International (Unaudited)	Three Months Ended																Twelve Months Ended
	May 28, 2021				August 27, 2021				November 26, 2021				February 25, 2022				February 25, 2022
Revenue	$	157.9	100.0	%	$	178.9	100.0	%	$	215.2	100.0	%	$	225.6	100.0	%	$	777.6	100.0	%
Cost of sales	115.7		73.3		131.5		73.5		150.6		70.0		164.7		73.0		562.5		72.3
Gross profit	42.2		26.7		47.4		26.5		64.6		30.0		60.9		27.0		215.1		27.7
Operating expenses	53.4		33.8		53.4		29.9		54.5		25.3		54.9		24.3		216.2		27.8
Operating income (loss)	$	(11.2)	(7.1)	%	$	(6.0)	(3.4)	%	$	10.1	4.7	%	$	6.0	2.7	%	$	(1.1)	(0.1)	%

Operating income (loss)	$	(11.2)	(7.1)	%	$	(6.0)	(3.4)	%	$	10.1	4.7	%	$	6.0	2.7	%	$	(1.1)	(0.1)	%
Amortization of purchased intangible assets	1.0		0.6		1.0		0.6		1.0		0.5		1.3		0.5		4.3		0.5
Adjusted operating income (loss)	$	(10.2)	(6.5)	%	$	(5.0)	(2.8)	%	$	11.1	5.2	%	$	7.3	3.2	%	$	3.2	0.4	%

Exhibit 99.1

2.Non-GAAP Financial Measures

This Exhibit 99.1 contains adjusted operating income (loss) which is a non-GAAP financial measure. 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 operations, balance sheets or statements of cash flows of Steelcase Inc. (the “Company”). Pursuant to the requirements of Regulation G, the Company has provided a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure in the tables above. This measure is supplemental to, and should be used in conjunction with, the most comparable GAAP measure. Management uses this non-GAAP financial measure to monitor and evaluate financial results and trends.

Adjusted Operating Income (Loss)

The Company defines adjusted operating income (loss) as operating income (loss) excluding amortization of purchased intangible assets and restructuring costs.

Amortization of purchased intangible assets: The Company may record intangible assets (such as backlog, dealer relationships, trademarks, know-how and designs and proprietary technology) when it acquires companies. The Company allocates 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. The Company believes that adjusting for amortization of purchased intangible assets provides a more consistent comparison of its operating performance to prior periods as well as to industry peers. As the Company's business strategy in recent years has included an increased number of acquisitions, intangible asset amortization has become more significant.

Restructuring costs: Restructuring costs may be recorded as the Company's business strategies change or in response to changing market trends and economic conditions. The Company believes that adjusting for restructuring costs, which are primarily associated with business exit and workforce reduction costs, provides a more consistent comparison of its operating performance to prior periods as well as to industry peers.