Steelcase Inc. (NYSE:SCS) Files An 8-K Regulation FD DisclosureItem 7.01. Regulation FD Disclosure.
On June 8, 2018, Steelcase Inc. (the “Company”) issued a press release announcing the pending acquisition of Smith System Manufacturing Company (“Smith System”). A copy of the press release is included as Exhibit 99.1 and incorporated herein by reference.
The transaction involves the acquisition of all of the outstanding capital stock of Smith System for approximately $145 million plus an adjustment for working capital, and is expected to be completed during the Company’s second quarter of fiscal 2019, subject to customary closing conditions and regulatory approvals. The Company intends to fund the acquisition through a combination of domestic cash on hand and borrowings under its credit facility and expects the acquisition to be modestly accretive in fiscal 2019 and more significantly thereafter.
Smith System has grown revenue at a compounded annual growth rate of approximately 25% over the past three years to approximately $82 million over the trailing twelve months. Approximately two-thirds of its revenue is realized during the summer months.
FORWARD-LOOKING STATEMENTS
From time to time, in written and oral statements, the Company discusses its expectations regarding future events and its 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 the Company, based on current beliefs of management as well as assumptions made by, and information currently available to, the Company. Forward-looking statements generally are accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Although the Company believes 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 vary from the Company’s expectations because of factors such as, but not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters and other Force Majeure events; changes in the legal and regulatory environment; changes in raw materials and commodity costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in the Company’s most recent Annual Report on Form 10-K and its other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) EXHIBITS.
| Exhibit Number | Description |
| 99.1 | Steelcase Inc. Press Release dated June 8, 2018 |
STEELCASE INC ExhibitEX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Steelcase to Acquire Smith System,…To view the full exhibit click here
About Steelcase Inc. (NYSE:SCS)
Steelcase Inc. provides an integrated portfolio of furniture settings, user-centered technologies and interior architectural products. The Company’s segments include Americas, EMEA and Other Category. The Company’s furniture portfolio includes panel-based and freestanding furniture systems and complementary products, such as storage, tables and ergonomic worktools. Its seating products include task chairs, which are ergonomic seating that can be used in collaborative or casual settings and specialty seating for specific vertical markets, such as healthcare and education. Its technology solutions support group collaboration by integrating furniture and technology. Its interior architectural products include full and partial height walls and doors. It also offers services, which include workplace strategy consulting, lease origination services, furniture and asset management and hosted spaces. Its family of brands includes Steelcase, Coalesse, Designtex, PolyVision and Turnstone.
