UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM

10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

~~September 26, 2020~~April 3, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:

1-14225

HNI Corporation

Iowa

42-0617510

(State of Incorporation)

(I.R.S. Employer No.)

600 East Second Street

P.O. Box 1109

Muscatine

Iowa

52761-0071

(

563

)

272-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

HNI

New York Stock Exchange

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.

Large accelerated filer

☒

Accelerated filer

☐

Smaller reporting company

☐

Non-accelerated filer

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common Stock, $1 Par Value

Outstanding as of

~~September 26, 2020~~April 3, 2021

~~42,714,650~~43,552,458

HNI Corporation and Subsidiaries

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

Page

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Comprehensive Income - Three Months Ended April 3, 2021 and ~~Nine~~ ~~Months Ended~~ ~~September 26~~,March 28, 2020 ~~and~~ ~~September 28, 2019~~

Condensed Consolidated Balance Sheets - ~~September 26, 2020~~April 3, 2021 and ~~December 28, 2019~~January 2, 2021

Condensed Consolidated Statements of Equity - Three ~~and~~ ~~Nine~~Months Ended ~~September 26~~,April 3, 2021 and March 28, 2020 ~~and~~ ~~September 28, 2019~~

Condensed Consolidated Statements of Cash Flows - ~~Nine~~Three Months Ended ~~September 26~~,April 3, 2021 and March 28, 2020 ~~and~~ ~~September 28, 2019~~

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2220

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2825

Item 4.

Controls and Procedures

2925

PART II. OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

3026

Item 3.

Defaults Upon Senior Securities - None

Item 4.

Mine Safety Disclosures - Not Applicable

Item 5.

Other Information - None

Item 6.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


HNI Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (In thousands, except per share data)	HNI Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (In thousands, except per share data)																						HNI Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (In thousands, except per share data)
(Unaudited)	(Unaudited)																						(Unaudited)

		Three Months Ended						Nine Months Ended													Three Months Ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019				April 3, 2021					March 28, 2020
																						April 3, 2021		March 28, 2020
Net sales	Net sales	$	507,063	$	625,386	$	1,393,224			$	1,630,868			Net sales	$	484,293			$	468,704
Cost of sales	Cost of sales	321,516		387,715		880,754		1,030,993		Cost of sales		304,347					292,686
Gross profit	Gross profit	185,547		237,671		512,470		599,875		Gross profit		179,946					176,018
Selling and administrative expenses	Selling and administrative expenses	146,785		176,731		449,933		511,080		Selling and administrative expenses		157,346					167,085

Impairment and restructuring charges		0		284		32,661		1,214
Operating income		38,762		60,656		29,876		87,581
Impairment charges										Impairment charges		0					32,661
Operating income (loss)										Operating income (loss)		22,600					(23,728)
Interest expense, net	Interest expense, net	1,517		2,205		5,271		6,795		Interest expense, net		1,755					1,811
Income before income taxes		37,245		58,451		24,605		80,786
Income (loss) before income taxes										Income (loss) before income taxes		20,845					(25,539)
Income taxes	Income taxes	6,558		12,375		5,259		17,878		Income taxes		5,827					(1,643)
Net income		30,687		46,076		19,346		62,908
Less: Net income (loss) attributable to non-controlling interest		(1)		(2)		(3)		(2)
Net income attributable to HNI Corporation		$	30,688	$	46,078	$	19,349	$	62,910
Net income (loss)										Net income (loss)		15,018					(23,896)
Less: Net loss attributable to non-controlling interest										Less: Net loss attributable to non-controlling interest		(1)					(1)
Net income (loss) attributable to HNI Corporation										Net income (loss) attributable to HNI Corporation		$	15,019				$	(23,895)

Average number of common shares outstanding – basic	Average number of common shares outstanding – basic	42,684		42,899		42,651		43,217		Average number of common shares outstanding – basic		43,163					42,628
Net income attributable to HNI Corporation per common share – basic		$	0.72	$	1.07	$	0.45	$	1.46
Net income (loss) attributable to HNI Corporation per common share – basic										Net income (loss) attributable to HNI Corporation per common share – basic		$	0.35				$	(0.56)
Average number of common shares outstanding – diluted	Average number of common shares outstanding – diluted	43,010		43,186		42,905		43,620		Average number of common shares outstanding – diluted		43,584					42,628
Net income attributable to HNI Corporation per common share – diluted		$	0.71	$	1.07	$	0.45	$	1.44
Net income (loss) attributable to HNI Corporation per common share – diluted										Net income (loss) attributable to HNI Corporation per common share – diluted		$	0.34				$	(0.56)

Foreign currency translation adjustments	Foreign currency translation adjustments	$	923	$	(1,035)	$	368	$	(406)	Foreign currency translation adjustments		$	(132)				$	(600)
Change in unrealized gains (losses) on marketable securities, net of tax	Change in unrealized gains (losses) on marketable securities, net of tax	(33)		36		269		252		Change in unrealized gains (losses) on marketable securities, net of tax		(100)					59
Change in pension and post-retirement liability, net of tax		0		0		0		(1,185)

Change in derivative financial instruments, net of tax	Change in derivative financial instruments, net of tax	106		(477)		(2,393)		(2,112)		Change in derivative financial instruments, net of tax		263					(2,216)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	996		(1,476)		(1,756)		(3,451)		Other comprehensive income (loss), net of tax		31					(2,757)
Comprehensive income		31,683		44,600		17,590		59,457
Less: Comprehensive income (loss) attributable to non-controlling interest		(1)		(2)		(3)		(2)
Comprehensive income attributable to HNI Corporation		$	31,684	$	44,602	$	17,593	$	59,459
Comprehensive income (loss)										Comprehensive income (loss)		15,049					(26,653)
Less: Comprehensive loss attributable to non-controlling interest										Less: Comprehensive loss attributable to non-controlling interest		(1)					(1)
Comprehensive income (loss) attributable to HNI Corporation										Comprehensive income (loss) attributable to HNI Corporation		$	15,050				$	(26,652)

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands)	HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands)									HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands)
(Unaudited)	(Unaudited)									(Unaudited)

		September 26, 2020		December 28, 2019			April 3, 2021		January 2, 2021
Assets	Assets					Assets
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	109,385	$	52,073	Cash and cash equivalents	$	94,281	$	116,120
Short-term investments	Short-term investments	1,495		1,096		Short-term investments	1,776		1,687
Receivables	Receivables	209,921		278,124		Receivables	198,039		207,971
Allowance for doubtful accounts	Allowance for doubtful accounts	(5,991)		(3,559)		Allowance for doubtful accounts	(4,904)		(5,514)
Inventories	Inventories	144,135		163,465		Inventories	154,176		137,811

Prepaid expenses and other current assets	Prepaid expenses and other current assets	41,490		37,635		Prepaid expenses and other current assets	42,204		37,660
Total Current Assets	Total Current Assets	500,435		528,834		Total Current Assets	485,572		495,735

Property, Plant, and Equipment:	Property, Plant, and Equipment:					Property, Plant, and Equipment:
Land and land improvements	Land and land improvements	29,782		29,394		Land and land improvements	29,989		29,691
Buildings	Buildings	295,998		295,517		Buildings	294,760		293,708
Machinery and equipment	Machinery and equipment	577,442		581,225		Machinery and equipment	580,398		578,643
Construction in progress	Construction in progress	12,142		20,881		Construction in progress	20,460		17,750
		915,364		927,017			925,607		919,792
Less accumulated depreciation	Less accumulated depreciation	551,031		545,510		Less accumulated depreciation	562,717		553,835
Net Property, Plant, and Equipment	Net Property, Plant, and Equipment	364,333		381,507		Net Property, Plant, and Equipment	362,890		365,957

Right-of-use Finance Leases	Right-of-use Finance Leases	2,193		2,129		Right-of-use Finance Leases	10,119		6,095

Right-of-use Operating Leases	Right-of-use Operating Leases	73,896		72,883		Right-of-use Operating Leases	66,897		70,219

Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets	412,287		445,709		Goodwill and Other Intangible Assets	455,486		458,896

Other Assets	Other Assets	21,581		21,450		Other Assets	24,617		21,130

Total Assets	Total Assets	$	1,374,725	$	1,452,512	Total Assets	$	1,405,581	$	1,418,032

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except par value)	HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except par value)									HNI Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except par value)
(Unaudited)	(Unaudited)									(Unaudited)

		September 26, 2020		December 28, 2019			April 3, 2021		January 2, 2021
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	390,535	$	453,202	Accounts payable and accrued expenses	$	367,072	$	413,638
Current maturities of long-term debt	Current maturities of long-term debt	0		790		Current maturities of long-term debt	1,261		841
Current maturities of other long-term obligations	Current maturities of other long-term obligations	2,890		1,931		Current maturities of other long-term obligations	3,731		2,990
Current lease obligations - finance	Current lease obligations - finance	691		564		Current lease obligations - finance	2,398		1,589
Current lease obligations - operating	Current lease obligations - operating	23,124		22,218		Current lease obligations - operating	20,195		19,970
Total Current Liabilities	Total Current Liabilities	417,240		478,705		Total Current Liabilities	394,657		439,028

Long-Term Debt	Long-Term Debt	174,502		174,439		Long-Term Debt	174,545		174,524

Long-Term Lease Obligations - Finance	Long-Term Lease Obligations - Finance	1,522		1,581		Long-Term Lease Obligations - Finance	7,677		4,516

Long-Term Lease Obligations - Operating	Long-Term Lease Obligations - Operating	57,948		58,233		Long-Term Lease Obligations - Operating	50,222		53,249

Other Long-Term Liabilities	Other Long-Term Liabilities	67,187		67,990		Other Long-Term Liabilities	84,895		81,264

Deferred Income Taxes	Deferred Income Taxes	82,736		87,196		Deferred Income Taxes	75,824		74,706

Equity:	Equity:					Equity:
HNI Corporation shareholders' equity:	HNI Corporation shareholders' equity:					HNI Corporation shareholders' equity:
Capital Stock:	Capital Stock:					Capital Stock:
Preferred stock - $1 par value, authorized 2,000 shares, 0 shares outstanding	Preferred stock - $1 par value, authorized 2,000 shares, 0 shares outstanding	0		0		Preferred stock - $1 par value, authorized 2,000 shares, 0 shares outstanding	0		0
Common stock - $1 par value, authorized 200,000 shares, outstanding:	Common stock - $1 par value, authorized 200,000 shares, outstanding:					Common stock - $1 par value, authorized 200,000 shares, outstanding:
September 26, 2020 – 42,715 shares; December 28, 2019 – 42,595 shares		42,715		42,595
April 3, 2021 – 43,552 shares; January 2, 2021 – 42,919 shares						April 3, 2021 – 43,552 shares; January 2, 2021 – 42,919 shares	43,552		42,919

Additional paid-in capital	Additional paid-in capital	31,865		19,799		Additional paid-in capital	63,447		38,659
Retained earnings	Retained earnings	508,518		529,723		Retained earnings	519,559		517,994
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(9,829)		(8,073)		Accumulated other comprehensive income (loss)	(9,122)		(9,153)
Total HNI Corporation shareholders' equity	Total HNI Corporation shareholders' equity	573,269		584,044		Total HNI Corporation shareholders' equity	617,436		590,419

Non-controlling interest	Non-controlling interest	321		324		Non-controlling interest	325		326

Total Equity	Total Equity	573,590		584,368		Total Equity	617,761		590,745

Total Liabilities and Equity	Total Liabilities and Equity	$	1,374,725	$	1,452,512	Total Liabilities and Equity	$	1,405,581	$	1,418,032

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


HNI Corporation and Subsidiaries Condensed Consolidated Statements of Equity (In thousands, except per share data)	HNI Corporation and Subsidiaries Condensed Consolidated Statements of Equity (In thousands, except per share data)																									HNI Corporation and Subsidiaries Condensed Consolidated Statements of Equity (In thousands, except per share data)
(Unaudited)	(Unaudited)																									(Unaudited)

		Three Months Ended - September 26, 2020																							Three Months Ended - April 3, 2021
		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity			Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity
Balance, June 27, 2020		$	42,675	$	29,988	$	490,909	$	(10,825)	$	322	$	553,069
Balance, January 2, 2021														Balance, January 2, 2021	$	42,919	$	38,659	$	517,994	$	(9,153)	$	326	$	590,745
Comprehensive income:	Comprehensive income:													Comprehensive income:
Net income (loss)	Net income (loss)	—		—		30,688		—		(1)		30,687		Net income (loss)	—		—		15,019		—		(1)		15,018
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	—		—		—		996		—		996		Other comprehensive income (loss), net of tax	—		—		—		31		—		31

Dividends payable	Dividends payable	—		—		(58)		—		—		(58)		Dividends payable	—		—		(281)		—		—		(281)
Cash dividends; $0.305 per share	Cash dividends; $0.305 per share	—		—		(13,021)		—		—		(13,021)		Cash dividends; $0.305 per share	—		—		(13,173)		—		—		(13,173)
Common shares – treasury:	Common shares – treasury:													Common shares – treasury:

Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	40		1,877		—		—		—		1,917		Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	633		24,788		—		—		—		25,421
Balance, September 26, 2020		$	42,715	$	31,865	$	508,518	$	(9,829)	$	321	$	573,590
Balance, April 3, 2021														Balance, April 3, 2021	$	43,552	$	63,447	$	519,559	$	(9,122)	$	325	$	617,761

		Nine Months Ended - September 26, 2020
		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity
Balance, December 28, 2019		$	42,595	$	19,799	$	529,723	$	(8,073)	$	324	$	584,368
Comprehensive income:
Net income (loss)		—		—		19,349		—		(3)		19,346
Other comprehensive income (loss), net of tax		—		—		—		(1,756)		—		(1,756)
Impact of new accounting standard related to credit losses		—		—		(131)				—		(131)

Dividends payable		—		—		(175)		—		—		(175)
Cash dividends; $0.915 per share		—		—		(39,060)		—		—		(39,060)
Common shares – treasury:
Shares purchased		(214)		(4,988)		(1,188)		—		—		(6,390)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax		334		17,054		—		—		—		17,388
Balance, September 26, 2020		$	42,715	$	31,865	$	508,518	$	(9,829)	$	321	$	573,590









	Three Months Ended - March 28, 2020
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity
Balance, December 28, 2019	$	42,595	$	19,799	$	529,723	$	(8,073)	$	324	$	584,368
Comprehensive income:
Net income (loss)	—		—		(23,895)		—		(1)		(23,896)
Other comprehensive income (loss), net of tax	—		—		—		(2,757)		—		(2,757)

Impact of new accounting standard related to credit losses	—		—		(131)		—		—		(131)


Dividends payable	—		—		(46)		—		—		(46)
Cash dividends; $0.305 per share	—		—		(13,033)		—		—		(13,033)
Common shares – treasury:
Shares purchased	(187)		(4,365)		(1,189)		—		—		(5,741)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	239		12,652		—		—		—		12,891
Balance, March 28, 2020	$	42,647	$	28,086	$	491,429	$	(10,830)	$	323	$	551,655

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HNI Corporation and Subsidiaries
Condensed Consolidated Statements of Equity
(In thousands, except per share data)
(Unaudited)
Three Months Ended - September 28, 2019
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Shareholders’ Equity
Balance, June 29, 2019 $ 42,875 $ 17,364 $ 474,519 $ (5,574) $ 325 $ 529,509
Comprehensive income:
Net income (loss) — — 46,078 — (2) 46,076
Other comprehensive income (loss), net of tax — — — (1,476) — (1,476)
Cash dividends; $0.305 per share — — (13,088) — — (13,088)
Common shares – treasury:
Shares purchased (221) (5,175) (1,795) — — (7,191)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax 170 6,345 — — — 6,515
Balance, September 28, 2019 $ 42,824 $ 18,534 $ 505,714 $ (7,050) $ 323 $ 560,345
Nine Months Ended - September 28, 2019
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Non-controlling Interest Total Shareholders’ Equity
Balance, December 29, 2018 $ 43,582 $ 18,041 $ 504,909 $ (3,599) $ 326 $ 563,259
Comprehensive income:
Net income (loss) — — 62,910 — (2) 62,908
Other comprehensive income (loss), net of tax — — — (2,712) — (2,712)
Reclassification of Stranded Tax Effects (ASU 2018-02) — — 739 (739) — 0
Impact of Implementation of Lease Guidance — — 2,999 — — 2,999
Cash dividends; $0.905 per share — — (39,164) — — (39,164)
Common shares – treasury:
Shares purchased (1,797) (36,401) (26,679) — — (64,877)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax 1,039 36,893 — — — 37,932
Balance, September 28, 2019 $ 42,824 $ 18,534 $ 505,714 $ (7,050) $ 323 $ 560,345


HNI Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands)
(Unaudited)

	Three Months Ended
	April 3, 2021		March 28, 2020
Net Cash Flows From (To) Operating Activities:
Net income (loss)	$	15,018	$	(23,896)
Non-cash items included in net income:
Depreciation and amortization	20,463		19,487
Other post-retirement and post-employment benefits	332		364
Stock-based compensation	5,220		4,358

Reduction in carrying amount of right-of-use assets	6,537		5,599
Deferred income taxes	1,076		12,258
Impairment of goodwill and intangible assets	0		32,661
Other – net	1,315		(2,252)
Net increase (decrease) in operating assets and liabilities	(51,436)		(81,573)
Increase (decrease) in other liabilities	3,159		(312)
Net cash flows from (to) operating activities	1,684		(33,306)

Net Cash Flows From (To) Investing Activities:
Capital expenditures	(16,197)		(8,488)
Proceeds from sale of property, plant, and equipment	48		49
Capitalized software	(2,767)		(4,671)
Acquisition spending, net of cash acquired	(1,408)		(9,321)
Purchase of investments	(598)		(1,456)
Sales or maturities of investments	515		996

Net cash flows from (to) investing activities	(20,407)		(22,891)

Net Cash Flows From (To) Financing Activities:
Payments of long-term debt	(118)		(15,000)
Proceeds from long-term debt	547		70,129
Dividends paid	(13,234)		(13,033)
Purchase of HNI Corporation common stock	0		(5,839)
Proceeds from sales of HNI Corporation common stock	13,030		722
Other – net	(3,341)		2,558
Net cash flows from (to) financing activities	(3,116)		39,537

Net increase (decrease) in cash and cash equivalents	(21,839)		(16,660)
Cash and cash equivalents at beginning of period	116,120		52,073
Cash and cash equivalents at end of period	$	94,281	$	35,413

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HNI Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 26,
2020 September 28,
2019
Net Cash Flows From (To) Operating Activities:
Net income $ 19,346 $ 62,908
Non-cash items included in net income:
Depreciation and amortization 57,917 57,838
Other post-retirement and post-employment benefits 1,104 1,106
Stock-based compensation 6,746 5,408
Reduction in carrying amount of right-of-use assets 16,965 17,252
Deferred income taxes (3,730) 4,798
Impairment of goodwill and intangible assets 32,661 0
Other – net 815 4,473
Net increase (decrease) in operating assets and liabilities, net of divestitures 13,316 (28,359)
Increase (decrease) in other liabilities (1,779) (9,802)
Net cash flows from (to) operating activities 143,361 115,622
Net Cash Flows From (To) Investing Activities:
Capital expenditures (24,751) (46,093)
Proceeds from sale of property, plant, and equipment 81 247
Capitalized software (7,250) (4,098)
Acquisition spending, net of cash acquired (10,857) 0
Purchase of investments (3,922) (6,140)
Sales or maturities of investments 3,246 3,889
Other – net 0 2,327
Net cash flows from (to) investing activities (43,453) (49,868)
Net Cash Flows From (To) Financing Activities:
Payments of long-term debt (82,828) (125,039)
Proceeds from long-term debt 82,119 115,775
Dividends paid (39,060) (39,164)
Purchase of HNI Corporation common stock (6,764) (65,106)
Proceeds from sales of HNI Corporation common stock 2,210 22,338
Other – net 1,727 1,636
Net cash flows from (to) financing activities (42,596) (89,560)
Net increase (decrease) in cash and cash equivalents 57,312 (23,806)
Cash and cash equivalents at beginning of period 52,073 76,819
Cash and cash equivalents at end of period $ 109,385 $ 53,013

~~See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).~~

HNI Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

~~September 26, 2020~~April 3, 2021

Note 1. Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. The ~~December 28, 2019~~January 2, 2021, consolidated balance sheet included in this Form 10-Q was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement have been included. Operating results for the ~~nine-month~~three-month period ended ~~September 26, 2020~~April 3, 2021, are not necessarily indicative of the results expected for the fiscal year ending January ~~2, 2021.~~1, 2022. For further information, refer to the consolidated financial statements and accompanying notes included in HNI Corporation's (the "Corporation") Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021. Certain reclassifications have been made within the interim financial information to conform to the current presentation.

In the second quarter of 2020, the Corporation rebranded its segments to workplace furnishings (formerly office furniture) and residential building products (formerly hearth products). These changes clarify how and where the Corporation's products are used, and are intended to reduce confusion. These changes did not impact the Corporation's condensed consolidated financial statements or disclosures.

Note 2. Revenue from Contracts with Customers

Disaggregation of Revenue

Revenue from contracts with customers disaggregated by product category is as follows (in thousands):


		Three Months Ended						Nine Months Ended							Three Months Ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Systems and storage	Systems and storage	$	207,549	$	297,934	$	578,601	$	737,984	Systems and storage	$	182,859	$	204,021
Seating	Seating	127,294		163,353		358,005		411,142		Seating	101,650		115,872
Other	Other	18,518		23,468		63,221		98,652		Other	18,239		18,493
Total workplace furnishings	Total workplace furnishings	353,361		484,755		999,827		1,247,778		Total workplace furnishings	302,748		338,386

Residential building products	Residential building products	153,702		140,631		393,397		383,090		Residential building products	181,545		130,318
Net sales	Net sales	$	507,063	$	625,386	$	1,393,224	$	1,630,868	Net sales	$	484,293	$	468,704

Sales by product category are subject to similar economic factors and market conditions. See “Note ~~16.~~15. Reportable Segment Information” in the Notes to Condensed Consolidated Financial Statements for further information about operating segments.

Contract Assets and Contract Liabilities

In addition to trade receivables, the Corporation has contract assets consisting of funds paid to certain workplace furnishings dealers in exchange for their multi-year commitment to market and sell the Corporation’s products. These contract assets are amortized over the term of the contracts and recognized as a reduction of revenue. For contracts with a duration of less than one year, the Corporation has elected the practical expedient to recognize incremental costs to obtain a contract as an expense when incurred. The Corporation has contract liabilities consisting of customer deposits and rebate and marketing program liabilities.

Contract assets and contract liabilities were as follows (in thousands):


		September 26, 2020		December 28, 2019			April 3, 2021		January 2, 2021
Trade receivables (1)	Trade receivables (1)	$	209,921	$	278,124	Trade receivables (1)	$	198,039	$	207,971
Contract assets (current) (2)	Contract assets (current) (2)	$	747	$	857	Contract assets (current) (2)	$	761	$	761
Contract assets (long-term) (3)	Contract assets (long-term) (3)	$	2,676	$	2,700	Contract assets (long-term) (3)	$	2,174	$	2,486
Contract liabilities (4)	Contract liabilities (4)	$	51,492	$	54,972	Contract liabilities (4)	$	47,022	$	53,070

The index below indicates the line item in the Condensed Consolidated Balance Sheets where contract assets and contract liabilities are reported:

(1) "Receivables"

(2) "Prepaid expenses and other current assets"

(3) "Other Assets"

(4) "Accounts payable and accrued expenses"

Changes in contract asset and contract liability balances during the ~~nine~~three months ended ~~September 26, 2020~~April 3, 2021, were as follows (in thousands):


		Contract assets increase (decrease)		Contract liabilities (increase) decrease			Contract assets increase (decrease)		Contract liabilities (increase) decrease
Contract assets recognized		$	358	$	—

Reclassification of contract assets to contra-revenue	Reclassification of contract assets to contra-revenue	(492)		—		Reclassification of contract assets to contra-revenue	$	(312)	$	—

Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	—		(88,981)		Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	—		(47,347)
Contract liabilities paid	Contract liabilities paid	—		102,985		Contract liabilities paid	—		54,735
Cash received in advance and not recognized as revenue	Cash received in advance and not recognized as revenue	—		(68,840)		Cash received in advance and not recognized as revenue	—		(51,014)
Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	—		58,316		Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	—		49,674

Net change	Net change	$	(134)	$	3,480	Net change	$	(312)	$	6,048

Changes in contract asset and contract liability balances during the ~~nine~~three months ended ~~September~~March 28, ~~2019~~2020 were as follows (in thousands):


		Contract assets increase (decrease)		Contract liabilities (increase) decrease			Contract assets increase (decrease)		Contract liabilities (increase) decrease
Contract assets recognized		$	1,313	$	—

Reclassification of contract assets to contra-revenue	Reclassification of contract assets to contra-revenue	(328)		—		Reclassification of contract assets to contra-revenue	$	(164)	$	—

Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	—		(110,789)		Contract liabilities recognized and recorded to contra-revenue as a result of performance obligations satisfied	—		(24,610)
Contract liabilities paid	Contract liabilities paid	—		109,592		Contract liabilities paid	—		39,064
Cash received in advance and not recognized as revenue	Cash received in advance and not recognized as revenue	—		(49,962)		Cash received in advance and not recognized as revenue	—		(19,220)
Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	—		51,554		Reclassification of cash received in advance to revenue as a result of performance obligations satisfied	—		21,710

Net change	Net change	$	985	$	395	Net change	$	(164)	$	16,944

Contract liabilities for customer deposits paid to the Corporation prior to the satisfaction of performance obligations are recognized as revenue upon completion of the performance obligations. The amount of revenue recognized during the three ~~and nine~~ months ended ~~September 26, 2020~~April 3, 2021, that was included in the ~~December 28, 2019~~January 2, 2021, contract liabilities balance was ~~$0.0 million and $8.6 million, respectively.~~$21.1 million.

Performance Obligations

The Corporation recognizes revenue for sales of workplace furnishings and residential building products at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment of the product. In

certain circumstances, transfer of control to the customer does not occur until the goods are received by the customer or upon installation and/or customer acceptance, depending on the terms of the underlying contracts. Contracts typically have a duration of less than one year and normally do not include a significant financing component. Generally, payment is due within 30 days of invoicing.

The Corporation's backlog orders are typically cancellable for a period of time and almost all contracts have an original duration of one year or less. As a result, the Corporation has elected the practical expedient permitted in the revenue accounting standard not to disclose the unsatisfied performance obligation as of period end. The backlog is typically fulfilled within a few months.

Significant Judgments

The amount of consideration the Corporation receives and revenue recognized varies with changes in rebate and marketing program incentives, as well as early pay discounts, offered to customers. The Corporation uses significant judgment throughout the year in estimating the reduction in net sales driven by variable consideration for rebate and marketing programs. Judgments made include expected sales levels and utilization of funds. However, this judgment factor is significantly reduced at the end of each year when sales volumes and the impact to rebate and marketing programs are known and recorded as the programs typically end near the Corporation's fiscal year end.

Note 3. Acquisitions

During the ~~nine~~three months ended ~~September 26, 2020,~~April 3, 2021, the Corporation acquired 3the assets of a residential building products ~~distribution businesses,~~distributor in ~~January 2020, March 2020 and June 2020. All transactions were structured as asset acquisitions and were consummated entirely in cash.~~an all-cash deal. The aggregate purchase price was approximately ~~$12~~$1.6 million, and the preliminary allocation ~~as of September 26, 2020~~ includes ~~$10.4~~$1.3 million of ~~goodwill, which is~~ tax ~~deductible. The remaining assets and liabilities acquired are not material.~~deductible goodwill. The Corporation will finalize the allocation of the purchase price during ~~2020~~2021 based on the final purchase price and any adjustments required over the remaining measurement period.

On December 31, 2020, the Corporation acquired Design Public Group ("DPG"), a leading e-Commerce distributor of high-design furniture and accessories for the office and home. This transaction, which was structured as an asset acquisition and consummated entirely in cash of approximately $50 million, aligns with the Corporation's long-term strategies related to digital and e-Commerce initiatives. Due to the timing of the transaction, DPG had no net sales or expenses included in the Corporation's Consolidated Statement of Comprehensive Income for fiscal 2020. DPG's preliminary assets and liabilities are included in the Corporation's workplace furnishings segment, and preliminary goodwill, which is expected to be tax-deductible, is assigned to its own reporting unit.

The provisional DPG purchase price allocation and estimated amortization periods of identified intangible assets as of the date of acquisition is as follows (dollars in thousands):


	Fair Value		Weighted Average Amortization Period
Inventories	$	1,058
Prepaid expenses and other current assets	381
Accounts payable and accrued expenses	(8,299)
Goodwill	39,800
Customer lists	9,700		6 years
Software	3,800		4 years
Trade names	3,400		10 years
Other intangible assets	200		3 years
Total net assets	$	50,040

The provisional purchase accounting remains open with respect to the valuation of intangible assets and goodwill. The valuation analysis requires the use of complex management estimates and assumptions such as future cash flows, discount rates, royalty rates, long-term growth rates, and technology build costs. At this time, intangible assets and goodwill are recorded based on preliminary assumptions, and the Corporation has not obtained all of the information necessary to finalize the determination of fair values of intangible assets. The portions of the allocation that are provisional may be adjusted to reflect the finally determined amounts, and those adjustments may be material. The Corporation expects to finalize the purchase price allocation later in 2021.

All transactions disclosed above were deemed to be acquisitions of businesses, and were accounted for using the acquisition method pursuant to ASC 805, with goodwill being recorded as a result of future cash flows and related fair value exceeding the fair value of the identified assets and liabilities.

Note 4. Inventories

The Corporation values its inventory at the lower of cost or net realizable value. Inventories included in the Condensed Consolidated Balance Sheets consisted of the following (in thousands):


		September 26, 2020			December 28, 2019				April 3, 2021			January 2, 2021
															April 3, 2021	January 2, 2021
Finished products	Finished products	$	107,792		$	118,633		Finished products	$	113,531		$	98,527
Materials and work in process	Materials and work in process	67,037			75,526			Materials and work in process	71,625			70,264
Last-in, first-out ("LIFO") allowance	Last-in, first-out ("LIFO") allowance	(30,694)			(30,694)			Last-in, first-out ("LIFO") allowance	(30,980)			(30,980)
Total inventories	Total inventories	$	144,135		$	163,465		Total inventories	$	154,176		$	137,811

Inventory valued by the LIFO costing method	Inventory valued by the LIFO costing method	81		%	65		%	Inventory valued by the LIFO costing method	77		%	75		%

Note 5. Goodwill and Other Intangible Assets

Goodwill and other intangible assets included in the Condensed Consolidated Balance Sheets consisted of the following (in thousands):

September 26,
2020 December 28,
2019
Goodwill $ 259,663 $ 270,820
Definite-lived intangible assets 126,021 146,040
Indefinite-lived intangible assets 26,603 28,849
Total goodwill and other intangible assets $ 412,287 $ 445,709


	April 3, 2021		January 2, 2021
Goodwill	$	293,684	$	292,434
Definite-lived intangible assets	135,237		139,863
Indefinite-lived intangible assets	26,565		26,599
Total goodwill and other intangible assets	$	455,486	$	458,896

Goodwill

The changes in the carrying amount of goodwill, by reporting segment, are as follows (in thousands):

Workplace Furnishings Residential Building Products Total
Balance as of December 28, 2019
Goodwill $ 128,677 $ 186,662 $ 315,339
Accumulated impairment losses (44,376) (143) (44,519)
Net goodwill balance as of December 28, 2019 84,301 186,519 270,820
Goodwill acquired 0 10,422 10,422
Impairment losses (21,607) 0 (21,607)
Foreign currency translation adjustment 28 0 28
Balance as of September 26, 2020
Goodwill 128,705 197,084 325,789
Accumulated impairment losses (65,983) (143) (66,126)
Net goodwill balance as of September 26, 2020 $ 62,722 $ 196,941 $ 259,663

In the first quarter of 2020, the Corporation recorded goodwill impairment charges of $14.1 million and $7.5 million, respectively, related to two reporting units in the workplace furnishings segment.


	Workplace Furnishings		Residential Building Products		Total
Balance as of January 2, 2021
Goodwill	$	168,477	$	196,976	$	365,453
Accumulated impairment losses	(72,876)		(143)		(73,019)
Net goodwill balance as of January 2, 2021	95,601		196,833		292,434

Goodwill acquired	0		1,250		1,250



Balance as of April 3, 2021
Goodwill	168,477		198,226		366,703
Accumulated impairment losses	(72,876)		(143)		(73,019)
Net goodwill balance as of April 3, 2021	$	95,601	$	198,083	$	293,684

See "Note 3. Acquisitions" for additional information regarding goodwill acquired in the year-to-date period.

Definite-lived intangible assets

The table below summarizes amortizable definite-lived intangible assets, which are reflected in "Goodwill and Other Intangible Assets" in the Condensed Consolidated Balance Sheets (in thousands):

September 26, 2020 December 28, 2019
Gross Accumulated Amortization Net Gross Accumulated Amortization Net
Patents $ 0 $ 0 $ 0 $ 40 $ 40 $ 0
Software 175,422 73,596 101,826 176,836 67,541 109,295
Trademarks and trade names 6,564 3,412 3,152 7,564 3,381 4,183
Customer lists and other 81,111 60,068 21,043 104,004 71,442 32,562
Net definite-lived intangible assets $ 263,097 $ 137,076 $ 126,021 $ 288,444 $ 142,404 $ 146,040

In the first quarter of 2020, the Corporation recorded impairment charges of $0.6 million and $8.2 million, related to definite-lived tradenames and customer lists, respectively, in the workplace furnishings segment.


	April 3, 2021						January 2, 2021
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net

Software	$	184,752	$	84,205	$	100,547	$	182,127	$	78,619	$	103,508
Trademarks and trade names	9,964		3,764		6,200		9,964		3,546		6,418
Customer lists and other	90,910		62,420		28,490		91,002		61,065		29,937
Net definite-lived intangible assets	$	285,626	$	150,389	$	135,237	$	283,093	$	143,230	$	139,863

Amortization expense is reflected in "Selling and administrative expenses" in the Condensed Consolidated Statements of Comprehensive Income and was as follows (in thousands):


		Three Months Ended						Nine Months Ended					Three Months Ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Capitalized software	Capitalized software	$	4,910	$	4,479	$	14,288	$	13,686	Capitalized software	$	5,348	$	4,550
Other definite-lived intangibles	Other definite-lived intangibles	$	1,136	$	1,571	$	3,811	$	4,716	Other definite-lived intangibles	$	1,899	$	1,523

The occurrence of events such as acquisitions, dispositions, or impairments may impact future amortization expense. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the following five years is as follows (in millions):

2020 2021 2022 2023 2024
Amortization expense $ 24.1 $ 23.3 $ 20.3 $ 16.9 $ 15.2


	2021		2022		2023		2024		2025
Amortization expense	$	28.7	$	25.1	$	21.0	$	18.0	$	16.3

Indefinite-lived intangible assets

The Corporation also owns certain intangible assets, which are deemed to have indefinite useful lives because they are expected to generate cash flows indefinitely. These indefinite-lived intangible assets are reflected in "Goodwill and Other Intangible Assets" in the Condensed Consolidated Balance Sheets (in thousands):

September 26,
2020 December 28,
2019
Trademarks and trade names $ 26,603 $ 28,849


	April 3, 2021		January 2, 2021
Trademarks and trade names	$	26,565	$	26,599

~~In the first quarter of 2020, the Corporation recorded an impairment charge of $2.3 million, related to an indefinite-lived tradename in the workplace furnishings segment.~~ The ~~remaining~~ immaterial change in the indefinite-lived intangible assets balances shown above is related to foreign currency translation impacts.

Impairment Analysis

The Corporation evaluates its goodwill and indefinite-lived intangible assets for impairment on an annual basis during the fourth quarter, or whenever indicators of impairment exist. The Corporation also evaluates long-lived assets (which include definite-lived intangible assets) for impairment if indicators exist.

In the first quarter of 2020, the Corporation determined that a triggering event occurred, resulting in quantitative impairment tests performed over the goodwill, indefinite-lived intangible assets, and long-lived asset groups related to three reporting units in the workplace furnishings segment. This determination was made considering the reduced sales and profitability projections for these reporting units, driven by the COVID-19 pandemic and related economic disruption. The resulting impairment charges recorded in the first quarter of 2020, as described in the preceding sections, are reflected in "Impairment and restructuring charges" in the Condensed Consolidated Statements of Comprehensive Income. For further information, refer to "Note 5. Goodwill and Other Intangible Assets" included in the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020.

~~No additional triggering events occurred and 0 impairment charges were recorded during the second or third quarters of 2020.~~

Note 6. Product Warranties

The Corporation issues certain warranty policies on its workplace furnishings and residential building products that provide for repair or replacement of any covered product or component that fails during normal use because of a defect in design, materials, or workmanship. Allowances have been established for the anticipated future costs associated with the Corporation's warranty programs.

A warranty allowance is determined by recording a specific allowance for known warranty issues and an additional allowance for unknown claims expected to be incurred based on historical claims experience. Actual costs incurred could differ from the original estimates, requiring adjustments to the allowance. Activity associated with warranty obligations was as follows (in thousands):

Nine Months Ended
September 26,
2020 September 28,
2019
Balance at beginning of period $ 15,865 $ 15,450
Accruals for warranties issued during period 5,483 8,814
Adjustments related to pre-existing warranties (272) 144
Settlements made during the period (6,013) (8,802)
Balance at end of period $ 15,063 $ 15,606


	Three Months Ended
	April 3, 2021		March 28, 2020
Balance at beginning of period	$	16,109	$	15,865
Accruals for warranties issued during period	2,370		3,224
Adjustments related to pre-existing warranties	0		514
Settlements made during the period	(2,192)		(3,382)
Balance at end of period	$	16,287	$	16,221

The current and long-term portions of the allowance for estimated settlements are included within "Accounts payable and accrued expenses" and "Other Long-Term Liabilities", respectively, in the Condensed Consolidated Balance Sheets. The following table summarizes when these estimated settlements are expected to be paid (in thousands):


		September 26, 2020		December 28, 2019			April 3, 2021		January 2, 2021
Current - in the next twelve months	Current - in the next twelve months	$	7,448	$	7,940	Current - in the next twelve months	$	5,942	$	5,918
Long-term - beyond one year	Long-term - beyond one year	7,615		7,925		Long-term - beyond one year	10,345		10,191
Total	Total	$	15,063	$	15,865	Total	$	16,287	$	16,109

Note 7. Long-Term Debt

Long-term debt is as follows (in thousands):


		September 26, 2020		December 28, 2019			April 3, 2021		January 2, 2021
Revolving credit facility with interest at a variable rate (September 26, 2020 - 1.2%; December 28, 2019 - 2.8%)		$	75,000	$	75,000
Revolving credit facility with interest at a variable rate (April 3, 2021 - 1.1%; January 2, 2021 - 1.2%)						Revolving credit facility with interest at a variable rate (April 3, 2021 - 1.1%; January 2, 2021 - 1.2%)	$	75,000	$	75,000
Fixed rate notes due in 2025 with an interest rate of 4.22%	Fixed rate notes due in 2025 with an interest rate of 4.22%	50,000		50,000		Fixed rate notes due in 2025 with an interest rate of 4.22%	50,000		50,000
Fixed rate notes due in 2028 with an interest rate of 4.40%	Fixed rate notes due in 2028 with an interest rate of 4.40%	50,000		50,000		Fixed rate notes due in 2028 with an interest rate of 4.40%	50,000		50,000
Other amounts	Other amounts	0		790		Other amounts	1,261		841
Deferred debt issuance costs	Deferred debt issuance costs	(498)		(561)		Deferred debt issuance costs	(455)		(476)
Total debt	Total debt	174,502		175,229		Total debt	175,806		175,365
Less: Current maturities of long-term debt	Less: Current maturities of long-term debt	0		790		Less: Current maturities of long-term debt	1,261		841
Long-term debt	Long-term debt	$	174,502	$	174,439	Long-term debt	$	174,545	$	174,524

The carrying value of the Corporation's outstanding variable-rate, long-term debt obligations at ~~September 26, 2020~~April 3, 2021, was $75 million, which approximated fair value. The fair value of the fixed rate notes was estimated based on a discounted cash flow method (Level 2) to be ~~$124~~$116 million at ~~September 26, 2020.~~April 3, 2021.

As of ~~September 26, 2020,~~April 3, 2021, the Corporation’s revolving credit facility borrowings were under the credit agreement entered into on April 20, 2018, with a scheduled maturity of April 20, 2023. The Corporation deferred the debt issuance costs related to the credit agreement, which are classified as assets, and is amortizing them over the term of the credit agreement. The current portion of debt issuance costs of $0.4 million is the amount to be amortized over the next twelve months based on the current credit agreement and is reflected in "Prepaid expenses and other current assets" in the Condensed Consolidated Balance Sheets. The long-term portion of debt issuance costs of ~~$0.7~~$0.4 million is reflected in "Other Assets" in the Condensed Consolidated Balance Sheets.

As of ~~September 26, 2020,~~April 3, 2021, there was $75 million outstanding under the $450 million revolving credit facility. The entire amount drawn under the revolving credit facility is considered long-term as the Corporation assumes no obligation to repay any of the

amounts borrowed in the next twelve months. Based on current earnings before interest, taxes, depreciation and amortization, the Corporation can access the full remaining $375 million of borrowing capacity available under the revolving credit facility and maintain compliance with applicable covenants.

In addition to cash flows from operations, the revolving credit facility under the credit agreement is the primary source of daily operating capital for the Corporation and provides additional financial capacity for capital expenditures, repurchases of common stock, and strategic initiatives, such as acquisitions.

In addition to the revolving credit facility, the Corporation also has $100 million of borrowings outstanding under private placement note agreements entered into on May 31, 2018. Under the agreements, the Corporation issued $50 million of seven-year fixed rate notes with an interest rate of 4.22 percent, due May 31, 2025, and $50 million of ten-year fixed rate notes with an interest rate of 4.40 percent, due May 31, 2028. The Corporation deferred the debt issuance costs related to the private placement note agreements, which are classified as a reduction of long-term debt, and is amortizing them over the terms of the private placement note agreements. The deferred debt issuance costs do not reduce the amount owed by the Corporation under the terms of the private placement note agreements. As of ~~September 26, 2020,~~April 3, 2021, the debt issuance costs balance of $0.5 million

related to the private placement note agreements is reflected in "Long-Term Debt" in the Condensed Consolidated Balance Sheets.

The credit agreement and private placement notes both contain financial and non-financial covenants. The covenants under both are substantially the same. Non-compliance with covenants under the agreements could prevent the Corporation from being able to access further borrowings, require immediate repayment of all amounts outstanding, and/or increase the cost of borrowing.

Covenants require maintenance of financial ratios as of the end of any fiscal quarter, including:

•a consolidated interest coverage ratio (as defined in the credit agreement) of not less than 4.0 to 1.0, based upon the ratio of (a) consolidated EBITDA for the last four fiscal quarters to (b) the sum of consolidated interest charges; and

•a consolidated leverage ratio (as defined in the credit agreement) of not greater than 3.5 to 1.0, based upon the ratio of (a) the quarter-end consolidated funded indebtedness to (b) consolidated EBITDA for the last four fiscal quarters.

The most restrictive of the financial covenants is the consolidated leverage ratio requirement of 3.5 to 1.0. Under the credit agreement, consolidated EBITDA is defined as consolidated net income before interest expense, income taxes, and depreciation and amortization of intangibles, as well as non-cash items that increase or decrease net income. As of ~~September 26, 2020,~~April 3, 2021, the Corporation was below the maximum allowable ratio and was in compliance with all of the covenants and other restrictions in the credit agreement. The Corporation expects to remain in compliance with all of the covenants and other restrictions in the credit agreement over the next twelve months.

Note 8. Income Taxes

The Corporation's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items. The following table summarizes the Corporation's income tax provision (dollars in thousands):


		Three Months Ended									Nine Months Ended										Three Months Ended
		September 26, 2020			September 28, 2019			September 26, 2020			September 28, 2019				April 3, 2021			March 28, 2020
Income before income taxes		$	37,245		$	58,451		$	24,605		$	80,786
Income (loss) before income taxes														Income (loss) before income taxes	$	20,845		$	(25,539)
Income taxes	Income taxes	$	6,558		$	12,375		$	5,259		$	17,878		Income taxes	$	5,827		$	(1,643)
Effective tax rate	Effective tax rate	17.6		%	21.2		%	21.4		%	22.1		%	Effective tax rate	28.0		%	6.4		%

The Corporation's effective tax rate was ~~lower~~higher in the three ~~and nine~~ months ended ~~September 26, 2020~~April 3, 2021, compared to the same ~~periods~~period last ~~year, primarily~~year. The variance is due to higher financial performance in the ~~effect of tax credits on lower projected worldwide~~current year period and an improved full year ~~income.~~

~~On March 27, 2020,~~2021 income outlook, relative to the ~~Coronavirus Aid, Relief~~prior year quarter performance and ~~Economic Security Act ("CARES Act") was enacted in response to~~full year outlook which were adversely impacted by the onset of the COVID-19 pandemic ~~crisis. The CARES Act contains provisions relating to net operating loss carryback periods, alternative minimum~~and resulting significant economic disruption. This resulted in a greater rate benefit from tax ~~credit refunds, modifications to~~credits in the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The deferred tax benefit is estimated to be $0.9 million related to changes in tax depreciation for qualified improvement property.first quarter of 2020.

Note 9. Fair Value Measurements of Financial Instruments

For recognition purposes, on a recurring basis, the Corporation is required to measure at fair value its marketable securities, derivative financial instruments, and deferred stock-based compensation. The marketable securities are comprised of money

market funds, government securities, and corporate bonds. When available, the Corporation uses quoted market prices to determine fair value and classifies such measurements within Level 1. Where market prices are not available, the Corporation makes use of observable market-based inputs (prices or quotes from published exchanges and indexes) to calculate fair value using the market approach, in which case the measurements are classified within Level 2.

Financial instruments measured at fair value were as follows (in thousands):


		Fair value as of measurement date		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)			Fair value as of measurement date		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Balance as of September 26, 2020
Balance as of April 3, 2021										Balance as of April 3, 2021
Cash and cash equivalents (including money market funds) (1)	Cash and cash equivalents (including money market funds) (1)	$	109,385	$	109,385	$	0	$	0	Cash and cash equivalents (including money market funds) (1)	$	94,281	$	94,281	$	0	$	0
Government securities (2)	Government securities (2)	$	6,696	$	0	$	6,696	$	0	Government securities (2)	$	6,315	$	0	$	6,315	$	0
Corporate bonds (2)	Corporate bonds (2)	$	6,984	$	0	$	6,984	$	0	Corporate bonds (2)	$	7,227	$	0	$	7,227	$	0

Derivative financial instruments - liability ~~(4)~~(3)	Derivative financial instruments - liability ~~(4)~~(3)	$	2,583	$	0	$	2,583	$	0	Derivative financial instruments - liability ~~(4)~~(3)	$	1,953	$	0	$	1,953	$	0
Deferred stock-based compensation ~~(5)~~(4)	Deferred stock-based compensation ~~(5)~~(4)	$	6,480	$	0	$	6,480	$	0	Deferred stock-based compensation ~~(5)~~(4)	$	7,607	$	0	$	7,607	$	0

Balance as of December 28, 2019
Balance as of January 2, 2021										Balance as of January 2, 2021
Cash and cash equivalents (including money market funds) (1)	Cash and cash equivalents (including money market funds) (1)	$	52,073	$	52,073	$	0	$	0	Cash and cash equivalents (including money market funds) (1)	$	116,120	$	116,120	$	0	$	0
Government securities (2)	Government securities (2)	$	6,339	$	0	$	6,339	$	0	Government securities (2)	$	6,371	$	0	$	6,371	$	0
Corporate bonds (2)	Corporate bonds (2)	$	6,323	$	0	$	6,323	$	0	Corporate bonds (2)	$	7,228	$	0	$	7,228	$	0
Derivative financial instruments - asset (3)		$	276	$	0	$	276	$	0
Derivative financial instruments - liability (3)										Derivative financial instruments - liability (3)	$	2,328	$	0	$	2,328	$	0
Deferred stock-based compensation ~~(5)~~(4)	Deferred stock-based compensation ~~(5)~~(4)	$	7,503	$	0	$	7,503	$	0	Deferred stock-based compensation ~~(5)~~(4)	$	7,207	$	0	$	7,207	$	0

The index below indicates the line item in the Condensed Consolidated Balance Sheets where the financial instruments are reported:

(1) "Cash and cash equivalents"

(2) Current portion - "Short-term investments"; Long-term portion - "Other Assets"

(3) Current portion - ~~"Prepaid expenses and other current assets"; Long-term portion - "Other Assets"~~

~~(4) Current portion -~~ "Accounts payable and accrued expenses"; Long-term portion - "Other Long-Term Liabilities"

~~(5)~~(4) Current portion - "Current maturities of other long-term obligations"; Long-term portion - "Other Long-Term Liabilities"

Note 10. Accumulated Other Comprehensive Income (Loss) and Shareholders' Equity

The following tables summarize the components of accumulated other comprehensive income (loss) and the changes in accumulated other comprehensive income (loss), net of tax, as applicable (in thousands):


		Foreign Currency Translation Adjustment		Unrealized Gains (Losses) on Debt Securities		Pension and Post-retirement Liabilities		Derivative Financial Instruments		Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation Adjustment		Unrealized Gains (Losses) on Debt Securities		Pension and Post-retirement Liabilities		Derivative Financial Instruments		Accumulated Other Comprehensive Income (Loss)
Balance as of December 28, 2019		$	(2,912)	$	95	$	(5,762)	$	506	$	(8,073)
Balance as of January 2, 2021												Balance as of January 2, 2021	$	(1,071)	$	360	$	(6,682)	$	(1,760)	$	(9,153)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	368		341		0		(3,236)		(2,527)		Other comprehensive income (loss) before reclassifications	(132)		(127)		0		130		(129)
Tax (expense) or benefit	Tax (expense) or benefit	0		(72)		0		758		686		Tax (expense) or benefit	0		27		0		(31)		(4)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax	Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0		0		0		85		85		Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0		0		0		164		164
Balance as of September 26, 2020		$	(2,544)	$	364	$	(5,762)	$	(1,887)	$	(9,829)
Balance as of April 3, 2021												Balance as of April 3, 2021	$	(1,203)	$	260	$	(6,682)	$	(1,497)	$	(9,122)

Amounts in parentheses indicate reductions to equity.

1615


		Foreign Currency Translation Adjustment		Unrealized Gains (Losses) on Debt Securities		Pension and Post-retirement Liabilities		Derivative Financial Instruments		Accumulated Other Comprehensive Income (Loss)			Foreign Currency Translation Adjustment		Unrealized Gains (Losses) on Debt Securities		Pension and Post-retirement Liabilities		Derivative Financial Instruments		Accumulated Other Comprehensive Income (Loss)
Balance as of December 29, 2018		$	(2,973)	$	(156)	$	(2,929)	$	2,459	$	(3,599)
Balance as of December 28, 2019												Balance as of December 28, 2019	$	(2,912)	$	95	$	(5,762)	$	506	$	(8,073)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(406)		319		0		(2,272)		(2,359)		Other comprehensive income (loss) before reclassifications	(600)		75		0		(2,756)		(3,281)
Tax (expense) or benefit	Tax (expense) or benefit	0		(67)		0		661		594		Tax (expense) or benefit	0		(16)		0		648		632
Reclassification of stranded tax impact		0		0		(1,185)		446		(739)

Amounts reclassified from accumulated other comprehensive income (loss), net of tax	Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0		0		0		(947)		(947)		Amounts reclassified from accumulated other comprehensive income (loss), net of tax	0		0		0		(108)		(108)
Balance as of September 28, 2019		$	(3,379)	$	96	$	(4,114)	$	347	$	(7,050)
Balance as of March 28, 2020												Balance as of March 28, 2020	$	(3,512)	$	154	$	(5,762)	$	(1,710)	$	(10,830)

Amounts in parentheses indicate reductions to equity.

Interest Rate Swap

In ~~August~~ 2019, concurrent with the termination of a previous interest rate swap, the Corporation entered into a new interest rate swap transaction to hedge $75 million of outstanding variable rate revolver borrowings against future interest rate volatility. Under the terms of this interest rate swap, the Corporation pays a fixed rate of 1.42 percent and receives one month LIBOR on a $75 million notional value expiring ~~August~~April 2023. As of ~~September 26, 2020,~~April 3, 2021, the fair value of the Corporation's interest rate swap liability was ~~$2.6~~$2.0 million. The unrecognized change in value of the interest rate swap ~~which includes the unamortized gain on the termination of the previous interest rate swap,~~ is reported net of tax as ~~$(1.9)~~$(1.5) million in "Accumulated other comprehensive income (loss)" in the Condensed Consolidated Balance Sheets.

The following table details the reclassifications from accumulated other comprehensive income (loss) (in thousands):


			Three Months Ended						Nine Months Ended									Three Months Ended
Details about Accumulated Other Comprehensive Income (Loss) Components	Details about Accumulated Other Comprehensive Income (Loss) Components	Affected Line Item in the Statement Where Net Income is Presented	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019		Details about Accumulated Other Comprehensive Income (Loss) Components	Affected Line Item in the Statement Where Net Income is Presented		April 3, 2021		March 28, 2020
Derivative financial instruments	Derivative financial instruments												Derivative financial instruments
Interest rate swap	Interest rate swap	Interest expense, net	$	(147)	$	315	$	(107)	$	1,220	Interest rate swap	Interest expense, net		$	(214)	$	114
		Income taxes	33		(60)		22		(273)			Income taxes		50		(6)
		Net of tax	$	(114)	$	255	$	(85)	$	947		Net of tax		$	(164)	$	108

Amounts in parentheses indicate reductions to profit.

Dividend

The Corporation declared and paid cash dividends per common share as follows (in dollars):

Nine Months Ended
September 26,
2020 September 28,
2019
Dividends per common share $ 0.915 $ 0.905


	Three Months Ended
	April 3, 2021		March 28, 2020
Dividends per common share	$	0.305	$	0.305

Stock Repurchase

The following table summarizes shares repurchased and settled by the Corporation (in thousands, except share and per share data):


		Nine Months Ended							Three Months Ended
		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Shares repurchased	Shares repurchased	214,200		1,797,448		Shares repurchased	0		186,700
Average price per share	Average price per share	$	29.83	$	36.09	Average price per share	$	0	$	30.75

Cash purchase price	Cash purchase price	$	(6,390)	$	(64,877)	Cash purchase price	$	0	$	(5,741)
Purchases unsettled as of quarter end	Purchases unsettled as of quarter end	0		125		Purchases unsettled as of quarter end	0		276
Prior year purchases settled in current year	Prior year purchases settled in current year	(374)		(354)		Prior year purchases settled in current year	0		(374)
Shares repurchased per cash flow	Shares repurchased per cash flow	$	(6,764)	$	(65,106)	Shares repurchased per cash flow	$	0	$	(5,839)

As of ~~September 26, 2020,~~April 3, 2021, approximately $158.3 million of the Corporation's Board of Directors' ("Board") current repurchase authorization remained unspent. ~~As announced in the April 6, 2020 COVID-19 response update, the Corporation temporarily suspended share repurchase activity to support available cash flow.~~

Note 11. Earnings Per Share

The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share ("EPS") (in thousands, except per share data):


		Three Months Ended						Nine Months Ended							Three Months Ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Numerator:	Numerator:									Numerator:
Numerator for both basic and diluted EPS attributable to HNI Corporation net income		$	30,688	$	46,078	$	19,349	$	62,910
Numerator for both basic and diluted EPS attributable to HNI Corporation net income (loss)										Numerator for both basic and diluted EPS attributable to HNI Corporation net income (loss)	$	15,019	$	(23,895)
Denominators:	Denominators:									Denominators:
Denominator for basic EPS weighted-average common shares outstanding	Denominator for basic EPS weighted-average common shares outstanding	42,684		42,899		42,651		43,217		Denominator for basic EPS weighted-average common shares outstanding	43,163		42,628
Potentially dilutive shares from stock-based compensation plans	Potentially dilutive shares from stock-based compensation plans	326		287		254		403		Potentially dilutive shares from stock-based compensation plans	421		0
Denominator for diluted EPS	Denominator for diluted EPS	43,010		43,186		42,905		43,620		Denominator for diluted EPS	43,584		42,628
Earnings per share – basic	Earnings per share – basic	$	0.72	$	1.07	$	0.45	$	1.46	Earnings per share – basic	$	0.35	$	(0.56)
Earnings per share – diluted	Earnings per share – diluted	$	0.71	$	1.07	$	0.45	$	1.44	Earnings per share – diluted	$	0.34	$	(0.56)

The weighted-average common stock equivalents presented above do not include the effect of the common stock equivalents in the table below because their inclusion would be anti-dilutive (in thousands):

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 September 26,
2020 September 28,
2019
Common stock equivalents excluded because their inclusion would be anti-dilutive 3,124 2,731 3,183 2,118

Three Months Ended

April 3,
2021

March 28,
2020

Common stock equivalents excluded because their inclusion would be anti-dilutive

2,112

2,841

Note 12. Stock-Based Compensation

The Corporation measures stock-based compensation expense at grant date, based on the fair value of the award. Forms of awards issued under shareholder approved plans include stock options, restricted stock units based on a service condition ("restricted stock units"), restricted stock units based on both performance and service conditions ("performance stock units"), and shares issued under member stock purchase plans. Stock-based compensation expense related to stock options, restricted

stock units, and performance stock units is recognized over the employees' requisite service ~~periods.~~periods, adjusted for an estimated forfeiture rate for those shares not expected to vest. Additionally, expense related to performance stock units is adjusted for the probability that the Corporation will perform within an established target range of cumulative profitability over a multi-year period.

The following table summarizes expense associated with these plans (in thousands):

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 September 26,
2020 September 28,
2019
Compensation cost $ 1,087 $ 1,336 $ 6,746 $ 5,408


	Three Months Ended
	April 3, 2021		March 28, 2020
Compensation cost	$	5,220	$	4,358

The ~~options and~~ units granted by the Corporation had fair values as follows (in thousands):


		Nine Months Ended							Three Months Ended
		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Stock options		$	0	$	6,211

Restricted stock units	Restricted stock units	$	6,431	$	361	Restricted stock units	$	15,707	$	5,777
Performance stock units	Performance stock units	$	5,920	$	0	Performance stock units	$	6,013	$	5,777

The following table summarizes unrecognized compensation expense and the weighted-average remaining service period for non-vested stock options and stock units as of ~~September 26, 2020:~~April 3, 2021:


		Unrecognized Compensation Expense (in thousands)		Weighted-Average Remaining Service Period (years)		Unrecognized Compensation Expense (in thousands)		Weighted-Average Remaining Service Period (years)
Non-vested stock options	Non-vested stock options	$	1,519	1.1	Non-vested stock options	$	1,037	0.9
Non-vested restricted stock units	Non-vested restricted stock units	$	1,994	0.9	Non-vested restricted stock units	$	10,334	1.3
Non-vested performance stock units	Non-vested performance stock units	$	876	1.3	Non-vested performance stock units	$	6,761	1.4

~~Note 13. Post-Retirement Health Care~~

~~The following table sets forth the components of net periodic benefit costs included in the Condensed Consolidated Statements of Comprehensive Income (in thousands):~~

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 September 26,
2020 September 28,
2019
Service cost $ 194 $ 170 $ 583 $ 510
Interest cost 169 199 507 596
Amortization of net loss 5 0 14 0
Net periodic post-retirement benefit cost $ 368 $ 369 $ 1,104 $ 1,106

Note ~~14.~~13. Recently Adopted Accounting Standards

In ~~June 2016,~~December 2019, the FASB issued ASU No. ~~2016-13~~,2019-12, ~~Measurement of Credit Losses on Financial Instruments~~Simplifying the Accounting for Income Taxes ~~and also issued subsequent amendments~~. This update simplifies various aspects related to accounting for income taxes, removes certain exceptions to the ~~initial guidance: ASU 2018-19, ASU 2019-04,~~general principles in ASC 740, and ASU 2019-05 (collectively, Topic 326). Topic 326 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses by requiring consideration of a broader range of reasonableclarifies and ~~supportable information and is intended~~amends existing guidance to ~~provide financial statement users with more useful information about expected credit losses on financial instruments.~~

improve consistent application. The Corporation adopted ~~Topic 326~~ASC 740 in the first quarter of fiscal ~~2020 using a modified retrospective transition approach. The adoption resulted in a cumulative~~2021, with no material effect decrease to retained earnings of $0.1 million to reflect a change in the allowance for doubtful accounts. Additionally, Topic 326 requires the allowance for doubtful accounts balance (contra-asset) to be presented

~~separately in~~on the Condensed Consolidated ~~Balance Sheets. No other financial statement line items were materially impacted by the adoption.~~

~~The Corporation's allowance for doubtful accounts is developed based on several factors, including overall customer credit quality, historical write-off experience,~~Financial Statements and ~~specific account analyses projecting the ultimate collectability of the account. The adoption of Topic 326 did not significantly impact the Corporation's accounting policies or estimation methods~~ related to the allowance for doubtful accounts. Furthermore, in the second quarter of 2020 the Corporation adjusted its method for determining the allowance for doubtful accounts in response to the COVID-19 pandemic. The impact of this adjustment was not material to the financial statements.

footnote disclosures.

Topic 326 also introduced new accounting and reporting requirements related to available-for-sale debt securities, including consideration of whether an allowance for credit losses should be established. The Corporation has determined that such an allowance is not required with respect to its available-for-sale debt security portfolio. See "Note 9. Fair Value Measurements" for fair value information of the Corporation's available-for-sale debt securities and where such are recorded in the Condensed Consolidated Balance Sheets. The amortized cost of this portfolio was $13.2 million and $12.5 million as of September 26, 2020 and December 28, 2019, respectively. Immaterial amounts of accrued interest receivable related to the Corporation's portfolio are recorded in "Prepaid expenses and other current assets" and "Other assets".

Note ~~15.~~14. Guarantees, Commitments, and Contingencies

The Corporation utilizes letters of credit and surety bonds in the amount of approximately ~~$22~~$24 million to back certain insurance policies and payment obligations. Additionally, the Corporation periodically utilizes trade letters of credit and banker's acceptances to guarantee certain payments to overseas suppliers; as of ~~September 26, 2020,~~April 3, 2021, there were 0 outstanding amounts related to these types of guarantees. The letters of credit, bonds, and banker's acceptances reflect fair value as a condition of their underlying purpose and are subject to competitively determined fees.

The Corporation has contingent liabilities which have arisen in the ordinary course of its business, including liabilities relating to pending litigation, environmental remediation, taxes, and other claims. It is the Corporation's opinion, after consultation with legal counsel, that liabilities, if any, resulting from these matters are not expected to have a material adverse effect on the Corporation's financial condition, cash flows, or on the Corporation's quarterly or annual operating results when resolved in a future period.

Note ~~16.~~15. Reportable Segment Information

As discussed in "Note 1. Basis of Presentation", in the second quarter of 2020, the Corporation rebranded its reportable segments. These changes did not impact the Corporation's condensed consolidated financial statements or disclosures. Management views the Corporation as being in 2 reportable segments based on industries: workplace furnishings ~~(formerly office furniture)~~ and residential building products, ~~(formerly hearth products),~~ with the former being the principal segment.

The aggregated workplace furnishings segment manufactures and markets a broad line of commercial and home office furniture which includes panel-based and freestanding furniture systems, seating, storage, tables, and architectural products. The residential building products segment manufactures and markets a full array of gas, wood, electric, and pellet fueled fireplaces, inserts, stoves, facings, and accessories.

For purposes of segment reporting, intercompany sales between segments are not material, and operating profit is income before income taxes exclusive of certain unallocated general corporate expenses. These unallocated general corporate expenses include the net costs of the Corporation's corporate operations. Management views interest income and expense as corporate financing costs and not as a reportable segment cost. In addition, management applies an effective income tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis. Identifiable assets by segment are those assets applicable to the respective industry segments. Corporate assets consist principally of cash and cash equivalents, short-term investments, long-term investments, IT infrastructure, and corporate office real estate and related equipment.

No geographic information for revenues from external customers or for long-lived assets is disclosed since the Corporation's primary market and capital investments are concentrated in the United States.

Reportable segment data reconciled to the Corporation's condensed consolidated financial statements was as follows (in thousands):


		Three Months Ended						Nine Months Ended					Three Months Ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			April 3, 2021		March 28, 2020
Net Sales:	Net Sales:									Net Sales:
Workplace furnishings	Workplace furnishings	$	353,361	$	484,755	$	999,827	$	1,247,778	Workplace furnishings	$	302,748	$	338,386
Residential building products	Residential building products	153,702		140,631		393,397		383,090		Residential building products	181,545		130,318
Total	Total	$	507,063	$	625,386	$	1,393,224	$	1,630,868	Total	$	484,293	$	468,704

Income (Loss) Before Income Taxes:	Income (Loss) Before Income Taxes:									Income (Loss) Before Income Taxes:
Workplace furnishings	Workplace furnishings	$	16,826	$	51,162	$	(8,619)	$	68,180	Workplace furnishings	$	(3,071)	$	(33,231)
Residential building products	Residential building products	30,197		23,772		65,232		54,743		Residential building products	39,849		20,671
General corporate	General corporate	(8,261)		(14,278)		(26,737)		(35,342)		General corporate	(14,178)		(11,168)
Operating income	Operating income	38,762		60,656		29,876		87,581		Operating income	22,600		(23,728)
Interest expense, net	Interest expense, net	1,517		2,205		5,271		6,795		Interest expense, net	1,755		1,811
Total	Total	$	37,245	$	58,451	$	24,605	$	80,786	Total	$	20,845	$	(25,539)

Depreciation and Amortization Expense:	Depreciation and Amortization Expense:									Depreciation and Amortization Expense:
Workplace furnishings	Workplace furnishings	$	11,065	$	11,232	$	33,177	$	33,540	Workplace furnishings	$	11,984	$	11,332
Residential building products	Residential building products	2,351		2,291		6,976		6,521		Residential building products	2,410		2,306
General corporate	General corporate	5,896		5,863		17,764		17,777		General corporate	6,069		5,849
Total	Total	$	19,312	$	19,386	$	57,917	$	57,838	Total	$	20,463	$	19,487

Capital Expenditures (including capitalized software):	Capital Expenditures (including capitalized software):									Capital Expenditures (including capitalized software):
Workplace furnishings	Workplace furnishings	$	6,946	$	6,524	$	18,340	$	29,190	Workplace furnishings	$	10,487	$	7,101
Residential building products	Residential building products	2,695		3,204		5,874		10,779		Residential building products	4,710		2,973
General corporate	General corporate	1,584		2,856		7,787		10,222		General corporate	3,767		3,085
Total	Total	$	11,225	$	12,584	$	32,001	$	50,191	Total	$	18,964	$	13,159

						As of September 26, 2020		As of December 28, 2019			As of April 3, 2021		As of January 2, 2021
Identifiable Assets:	Identifiable Assets:									Identifiable Assets:
Workplace furnishings	Workplace furnishings					$	714,896	$	874,913	Workplace furnishings	$	757,753	$	762,780
Residential building products	Residential building products					393,941		364,653		Residential building products	390,520		381,550
General corporate	General corporate					265,888		212,946		General corporate	257,308		273,702
Total	Total					$	1,374,725	$	1,452,512	Total	$	1,405,581	$	1,418,032

2119

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the Corporation's historical results of operations and of its liquidity and capital resources should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of the Corporation and related notes. Statements that are not historical are forward-looking and involve risks and uncertainties. See "Forward-Looking Statements" at the end of this section for further information.

Overview

The Corporation has two reportable segments: workplace furnishings ~~(formerly office furniture)~~ and residential building products (formerly hearth products). In the second quarter of 2020, the Corporation rebranded its reportable segments, with no impact on the Corporation's condensed consolidated financial statements or disclosures.products. The Corporation is a leading global designer and provider of commercial furnishings, and a leading manufacturer and marketer of hearth products. The Corporation utilizes a decentralized business model to deliver value to customers via various brands and selling models. The Corporation is focused on growing its existing businesses while seeking out and developing new opportunities for growth.

Consolidated net sales for the ~~third~~first quarter of ~~2020~~2021 were ~~$507.1~~$484.3 million, ~~a decrease~~an increase of ~~18.9~~3.3 percent compared to net sales of ~~$625.4~~$468.7 million in the prior-year quarter. The change was due to a ~~27.1~~39.3 percent increase in the residential building products segment, partially offset by a 10.5 percent decrease in the workplace furnishings segment ~~partially offset~~driven by ~~a 9.3 percent increase~~conditions related to the COVID-19 pandemic. The acquisition of DPG in the ~~residential building products segment. The~~fourth quarter of 2020 increased year-over-year sales by $6.4 million, and the acquisition of residential building products distributors ~~resulted~~ in a2020 and 2021 increased year-over-year sales by $2.4 ~~million increase compared to the third quarter of 2019.~~million.

Net income attributable to the Corporation in the ~~third~~first quarter of ~~2020~~2021 was ~~$30.7~~$15.0 million compared to ~~$46.1~~a net loss of $23.9 million in the ~~third~~first quarter of ~~2019.~~2020. The ~~decrease~~increase was ~~due to~~driven by higher residential building products volume, lower core selling and administrative expenses ("SG&A"), and improved net productivity, partially offset by lower workplace furnishings volume, unfavorable price-cost, and higher variable compensation. Additionally, the prior-year quarter included one-time costs of $5.0 million, and goodwill and intangible asset impairment charges of $32.7 million, as athe result of the COVID-19 ~~pandemic, partially offset by year-over-year selling, general, and administrative ("SG&A") expense management, net productivity benefits, and volume growth in residential building products.~~pandemic.

~~Update on COVID-19 Pandemic~~

The Corporation's primary focus during the COVID-19 pandemic crisis continues to be the health and safety of its members. The Corporation implemented workplace health and safety measures consistent with guidelines from the Centers for Disease Control and Prevention and has taken strong measures to create social distancing and keep members safe. A portion of the Corporation's members continue to work remotely.

The HNI strategy, including diverse revenue streams, price point breadth, channel reach, and a lean operating model, along with the dedication of members, allowed the Corporation to continue to manage through challenging conditions. The Corporation aggressively managed costs and drove productivity, offsetting much of the impact from lower volumes resulting from the COVID-19 pandemic. The Corporation’s teams stayed focused on customers, generating and seizing market opportunities. As of September 26, 2020, the Corporation's major facilities continue to operate, and there are no material disruptions to the Corporation's supply chain, dealer network, manufacturing and distribution operations, or ability to serve customers.

As of the date of this filing, COVID-19 cases continue to show volatility in various regions of the U.S. and abroad, resulting in continuing restrictions in certain markets. As a result, there remains significant uncertainty concerning the magnitude of the impact and duration of the COVID-19 pandemic crisis. The Corporation continues to monitor the situation and may take further actions as may be required by federal, state, or local authorities or that the Corporation determines is in the best interest of its members.

2220

Results of Operations

The following table presents certain key highlights from the results of operations (in thousands):

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 Change September 26,
2020 September 28,
2019 Change
Net sales $ 507,063 $ 625,386 (18.9 %) $ 1,393,224 $ 1,630,868 (14.6 %)
Cost of sales 321,516 387,715 (17.1 %) 880,754 1,030,993 (14.6 %)
Gross profit 185,547 237,671 (21.9 %) 512,470 599,875 (14.6 %)
Selling and administrative expenses 146,785 176,731 (16.9 %) 449,933 511,080 (12.0 %)
Impairment and restructuring charges — 284 NM 32,661 1,214 NM
Operating income 38,762 60,656 (36.1 %) 29,876 87,581 (65.9 %)
Interest expense, net 1,517 2,205 (31.2 %) 5,271 6,795 (22.4 %)
Income before income taxes 37,245 58,451 (36.3 %) 24,605 80,786 (69.5 %)
Income taxes 6,558 12,375 (47.0 %) 5,259 17,878 (70.6 %)
Net income (loss) attributable to non-controlling interest (1) (2) NM (3) (2) NM
Net income attributable to HNI Corporation $ 30,688 $ 46,078 (33.4 %) $ 19,349 $ 62,910 (69.2 %)
As a Percentage of Net Sales:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Gross profit 36.6 38.0 -140 bps 36.8 36.8 0 bps
Selling and administrative expenses 28.9 28.3 60 bps 32.3 31.3 100 bps
Impairment and restructuring charges — 0.0 0 bps 2.3 0.1 220 bps
Operating income 7.6 9.7 -210 bps 2.1 5.4 -330 bps
Income taxes 1.3 2.0 -70 bps 0.4 1.1 -70 bps
Net income attributable to HNI Corporation 6.1 7.4 -130 bps 1.4 3.9 -250 bps

~~Results of Operations - Three Months Ended~~


	Three Months Ended
	April 3, 2021			March 28, 2020			Change
Net sales	$	484,293		$	468,704		3.3%
Cost of sales	304,347			292,686			4.0%
Gross profit	179,946			176,018			2.2%
Selling and administrative expenses	157,346			167,085			(5.8)%

Impairment charges	—			32,661			(100.0)%
Operating income (loss)	22,600			(23,728)			195.2%
Interest expense, net	1,755			1,811			(3.1)%
Income (loss) before income taxes	20,845			(25,539)			181.6%
Income taxes	5,827			(1,643)			454.7%
Net loss attributable to non-controlling interest	(1)			(1)			0.0%
Net income (loss) attributable to HNI Corporation	$	15,019		$	(23,895)		162.9%


As a Percentage of Net Sales:
Net sales	100.0		%	100.0		%
Gross profit	37.2			37.6			-40	bps
Selling and administrative expenses	32.5			35.6			-310	bps

Impairment charges	—			7.0			-700	bps
Operating income (loss)	4.7			(5.1)			980	bps
Income taxes	1.2			(0.4)			160	bps
Net income (loss) attributable to HNI Corporation	3.1			(5.1)			820	bps

Net Sales

Consolidated net sales for the ~~third~~first quarter of ~~2020 decreased 18.9~~2021 increased 3.3 percent compared to the same quarter last year. The change was driven by an increase in the residential building products segment, partially offset by a decrease in the workplace furnishings segment ~~partially offset~~driven by ~~an increase in~~conditions related to the ~~residential building products segment.~~COVID-19 pandemic. Included in the sales results for the current quarter was ~~a $2.4~~an $8.8 million favorable impact from acquiring DPG and residential building products distributors.

Gross Profit

Gross profit as a percentage of net sales decreased ~~140~~40 basis points in the ~~third~~first quarter of ~~2020~~2021 compared to the same quarter last year primarily driven by lower workplace furnishings volume and unfavorable price-cost, partially offset by ~~volume growth in~~higher residential building products volume and net productivity.

~~Selling and Administrative Expenses~~

Selling and administrative expenses as a percentage of net sales increased 60 basis points in the third quarter of 2020 compared to the same quarter last year due to lower volume, partially offset by lower core SG&A spend and freight and distribution productivity.

~~Operating Income~~

In the third quarter of 2020, operating income was $38.8 million, compared to $60.7 million in the same quarter last year. The decrease was primarily driven by lower workplace furnishings volume, partially offset by year-over-year SG&A expense management, net productivity benefits, and volume growth in residential building products.

~~Interest Expense, Net~~

~~Interest expense, net for the third quarter of 2020 was $1.5 million, compared to $2.2 million in the same quarter last year. The decrease was driven by lower interest rates and reduced borrowings.~~

~~Income Taxes~~

The Corporation's income tax provision for the third quarter of 2020 was $6.6 million on income before taxes of $37.2 million, or an effective tax rate of 17.6 percent. For the third quarter of 2019, the Corporation's income tax provision was an expense of $12.4 million on income before taxes of $58.5 million, or an effective tax rate of 21.2 percent. The decreased rate was primarily due to the effect of tax credits on lower projected worldwide full year income. Refer to "Note 8. Income Taxes" for further information.

~~Net Income Attributable to HNI Corporation~~

Net income attributable to the Corporation was $30.7 million, or $0.71 per diluted share in the third quarter of 2020, compared to $46.1 million or $1.07 per diluted share in the third quarter of 2019.

~~Results of Operations - Nine Months Ended~~

~~Net Sales~~

Consolidated net sales for the first nine months of 2020 decreased 14.6 percent compared to the same period last year. The change was driven by a 19.9 percent decrease in the workplace furnishings segment, partially offet by a 2.7 percent increase in the residential building products segment. Included in the sales results for the first nine months of 2020 was a $6.4 million impact from acquiring residential building products distributors.

~~Gross Profit~~

~~Gross profit as a percentage of net sales remained flat in the first nine months of 2020 compared to the same period last year as lower volume was offset by net productivity and favorable price-cost.~~

Selling and Administrative Expenses

Selling and administrative expenses as a percentage of net sales ~~increased 100~~decreased 310 basis points in the first ~~nine months~~quarter of ~~2020~~2021 compared to the same ~~period~~quarter last year due to lower core SG&A, higher residential building products volume, and freight and distribution productivity, partially offset by lower workplace furnishings volume and higher variable compensation. Included in current year quarter SG&A was $0.7 million of one-time costs from exiting workplace furnishings showrooms. The prior-year quarter included $5.0 million of one-time costs ~~related to~~incurred as the result of the COVID-19 pandemic ~~and lower volume, partially offset by lower core SG&A spend.~~(of which $1.6 million was recorded as a corporate charge).

Impairment ~~and Restructuring~~ Charges

~~During~~In the first ~~nine months~~quarter of 2020, the Corporation recorded $32.7 million of impairment charges ~~related to~~on goodwill and intangible assets as a result of the COVID-19 pandemic and related economic disruption. The Corporation did not record any impairment charges during the first quarter of 2021.

~~During the first nine months of 2019, the Corporation recorded $1.2 million of restructuring costs in connection with a structural realignment in the workplace furnishings segment.~~

Operating Income (Loss)

In the first ~~nine months~~quarter of ~~2020,~~2021, operating income was ~~$29.9~~$22.6 million, compared to operating ~~income~~loss of ~~$87.6~~$23.7 million in the same ~~period~~quarter last year. ~~The decrease was~~Results improved compared to the prior-year quarter driven by higher residential building products volume, lower ~~volume~~core SG&A, and ~~$37.7 million of impairment charges and costs related to the COVID-19 pandemic and resulting economic disruption,~~improved net productivity, partially offset by lower ~~core SG&A spend, net productivity,~~workplace furnishings volume, unfavorable price-cost, and ~~favorable price-cost.~~higher variable compensation. Additionally, the prior-year quarter included one-time costs of $5.0 million, and goodwill and intangible asset impairment charges of $32.7 million, as the result of the COVID-19 pandemic.

Interest Expense, Net

Interest expense, net for the first ~~nine months~~quarter of ~~2020~~2021 was ~~$5.3~~$1.8 million, ~~compared to $6.8 million~~which was consistent with the amount incurred in the ~~same period last year. The decrease was due to lower interest rates and borrowings, partially offset by lower interest income.~~prior year quarter.

Income Taxes

The Corporation's income tax provision for the first ~~nine months~~quarter of ~~2020~~2021 was ~~an expense of $5.3~~$5.8 million on income before taxes of ~~$24.6~~$20.8 million, or an effective tax rate of ~~21.4~~28.0 percent. For the first ~~nine months~~quarter of ~~2019,~~2020, the Corporation's income tax provision was ~~an expense~~a benefit of ~~$17.9~~$1.6 million on ~~income~~loss before taxes of ~~$80.8~~$25.5 million, or an effective tax rate of ~~22.1~~6.4 percent. The ~~decrease~~increased rate was primarily due to the ~~effect of~~significantly lower financial performance in the prior year period and a reduced full year 2020 income outlook that was driven by the COVID-19 pandemic, resulting in a greater rate benefit from tax credits ~~on lower projected worldwide full year income.~~in the first quarter of 2020. Refer to "Note 8. Income Taxes" for further information.

Net Income (Loss) Attributable to HNI Corporation

Net income attributable to the Corporation was ~~$19.3~~$15.0 million, or ~~$0.45~~$0.34 per diluted share in the first ~~nine months~~quarter of ~~2020,~~2021, compared to net ~~income~~loss attributable to the Corporation of ~~$62.9~~$23.9 million or ~~$1.44~~$0.56 per diluted share in the first ~~nine months~~quarter of ~~2019.~~2020.

Workplace Furnishings

The following table presents certain key highlights from the results of operations in the workplace furnishings segment (in thousands):

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 Change September 26,
2020 September 28,
2019 Change
Net sales $ 353,361 $ 484,755 (27.1 %) $ 999,827 $ 1,247,778 (19.9 %)
Operating profit (loss) $ 16,826 $ 51,162 (67.1 %) $ (8,619) $ 68,180 (112.6 %)
Operating profit (loss) % 4.8 % 10.6 % -580 bps (0.9 %) 5.5 % -640 bps


	Three Months Ended
	April 3, 2021			March 28, 2020			Change
Net sales	$	302,748		$	338,386		(10.5)%
Operating loss	$	(3,071)		$	(33,231)		90.8	%
Operating loss %	(1.0)		%	(9.8)		%	880	bps

~~Three Months Ended~~

~~Third~~First quarter ~~2020~~2021 net sales for the workplace furnishings segment decreased ~~27.1~~10.5 percent compared to the same quarter last ~~year.~~year, driven by conditions related to the COVID-19 pandemic. Included in the sales results was a $6.4 million favorable impact from acquiring DPG.

Operating ~~profit~~loss as a percentage of net sales decreased ~~580~~880 basis points in the ~~third~~first quarter of ~~2020~~2021 compared to the same quarter last year. The ~~decrease was~~Workplace Furnishings segment recorded $0.7 million of one-time costs in the current year quarter from exiting showrooms. The prior-year quarter included $32.7 million of charges related to the impairment of goodwill and intangible assets, as well as $3.4 million of one-time costs incurred as the result of the COVID-19 pandemic. Aside from these charges, the workplace furnishings segment operating loss as a percentage of net sales increased 160 basis points compared to the prior-year quarter driven by lower volume and unfavorable price-cost, partially offset by net productivity, and lower core SG&A spend.

~~Nine Months Ended~~

~~Net sales for the first nine months of 2020 for the workplace furnishings segment decreased 19.9 percent compared to the same period last year.~~

Operating profit (loss) as a percentage of net sales decreased 640 basis points in the first nine months of 2020 compared to the same period last year. In the current year period, the workplace furnishings segment recorded charges of $32.7 million related to the impairment of goodwill and intangible assets and $3.4 million of other costs related to the COVID-19 pandemic and related economic disruption. Additionally, segment results decreased compared to the same period last year due to by lower volume, partially offset by lower core SG&A spend, net productivity, and favorable price-cost.

2522

Residential Building Products

The following table presents certain key highlights from the results of operations in the residential building products segment (in thousands):


		Three Months Ended														Nine Months Ended											Three Months Ended
		September 26, 2020			September 28, 2019			Change		September 26, 2020			September 28, 2019			Change			April 3, 2021			March 28, 2020			Change
Net sales	Net sales	$	153,702		$	140,631		9.3	%	$	393,397		$	383,090		2.7	%	Net sales	$	181,545		$	130,318		39.3	%
Operating profit	Operating profit	$	30,197		$	23,772		27.0	%	$	65,232		$	54,743		19.2	%	Operating profit	$	39,849		$	20,671		92.8	%
Operating profit %	Operating profit %	19.6		%	16.9		%	270 bps		16.6		%	14.3		%	230 bps		Operating profit %	21.9		%	15.9		%	600	bps

~~Three months ended~~

~~Third~~First quarter ~~2020~~2021 net sales for the residential building products segment increased ~~9.3~~39.3 percent compared to the same quarter last year. Included in the sales results was a $2.4 million favorable impact from acquiring residential building products distributors.

Operating profit as a percentage of net sales increased ~~270~~600 basis points in the ~~third~~first quarter of ~~2020~~2021 compared to the same quarter last year. The increase was primarily driven by ~~higher~~strong volume ~~favorable price-cost, lower core~~growth and SG&A ~~spend,~~leverage, partially offset by unfavorable price-cost and ~~net productivity.~~

~~Nine months ended~~

Net sales for the first nine months of 2020 for the residential building products segment increased 2.7 percent compared to the same period last year. Included in the sales results was a $6.4 million impact from acquiring residential building products distributors.

Operating profit as a percentage of net sales increased 230 basis points in the first nine months of 2020 compared to the same period last year. The increase was primarily driven by favorable price-cost, net productivity, and lower core SG&A spend.higher variable compensation.

Liquidity and Capital Resources

Cash, cash equivalents, and short-term investments, coupled with cash flow from future operations, borrowing capacity under the existing credit agreement, and the ability to access capital markets, are expected to be adequate to fund operations and satisfy cash flow needs for at least the next twelve months. Additionally, based on current earnings before interest, taxes, depreciation and amortization generation, the Corporation can access the full ~~remaining $375~~$450 million of borrowing capacity available under the revolving credit facility, which includes the $75 million currently outstanding, and maintain compliance with applicable covenants.

Cash Flow – Operating Activities

Operating activities were a source of ~~$143.4~~$1.7 million of cash in the first ~~nine~~three months of ~~2020~~2021 compared to a ~~source~~use of ~~$115.6~~$33.3 million of cash in the first ~~nine~~three months of ~~2019.~~2020. The increase in operating cash flows was driven by ~~favorable~~ working capital ~~activity.~~timing.

Cash Flow – Investing Activities

Capital expenditures, including capitalized software, for the first ~~nine~~three months of ~~2020~~2021 were ~~$32.0~~$19.0 million compared to ~~$50.2~~$13.2 million in the same period last year. These expenditures are primarily focused on machinery, equipment, and tooling required to support new products, continuous improvements, and cost savings initiatives in manufacturing processes. Additionally, in support of the Corporation's long-term strategy to create effortless, winning experiences for customers, the Corporation continues to invest in technology and digital assets. For the full year ~~2020,~~2021, capital expenditures are expected to be approximately ~~$40~~$60 to ~~$45~~$65 million.

Current year and prior year investing activities also include acquisition spending for residential building products distributors.

Cash Flow – Financing Activities

Long-Term Debt - The Corporation maintains a revolving credit facility as the primary source of committed funding from which the Corporation finances its planned capital expenditures, strategic initiatives, and seasonal working capital needs. Cash flows included in financing activities represent periodic borrowings and repayments under the revolving credit facility. See "Note 7. Long-Term Debt" in the Notes to Condensed Consolidated Financial Statements for further information.

Dividend - The Corporation is committed to maintaining or modestly growing the quarterly dividend. Cash dividends declared and paid per common share were as follows (in dollars):

Three Months Ended Nine Months Ended
September 26,
2020 September 28,
2019 September 26,
2020 September 28,
2019
Dividends per common share $ 0.305 $ 0.305 $ 0.915 $ 0.905


	Three Months Ended
	April 3, 2021		March 28, 2020
Dividends per common share	$	0.305	$	0.305

During the ~~third~~first quarter, the Board declared the regular quarterly cash dividend on ~~August 3, 2020.~~February 26, 2021. The dividend was paid on ~~September 1, 2020~~March 8, 2021 to shareholders of record on ~~August 14, 2020.~~March 1, 2021.

Stock Repurchase - The Corporation’s capital strategy related to stock repurchase is focused on offsetting the dilutive impact of issuances for various compensation related matters. The Corporation may elect to opportunistically purchase additional shares based on excess cash generation and/or share price considerations. The Board authorized $200 million on November 9, 2007 and an additional $200 million each on November 7, 2014 and February 13, 2019 for repurchases of the Corporation’s common stock. As announced in the April 6, 2020 COVID-19 response update, the Corporation temporarily suspended share repurchase activity to support available cash flow; this initiative continues to be evaluated and there is currently no timeframe planned regarding resumption of share repurchases. See "Note 10. Accumulated Other Comprehensive Income (Loss) and Shareholders' Equity" in the Notes to Condensed Consolidated Financial Statements for further information. The Corporation did not repurchase any of its shares during the first quarter of 2021.

Off-Balance Sheet Arrangements

The Corporation does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the Corporation's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Contractual Obligations

Contractual obligations associated with ongoing business and financing activities will result in cash payments in future periods. A table summarizing the amounts and estimated timing of these future cash payments was provided in the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021. There were no material changes outside the ordinary course of business in the Corporation's contractual obligations or the estimated timing of the future cash payments during the first ~~nine~~three months of ~~2020.~~2021.

Commitments and Contingencies

See "Note ~~15.~~14. Guarantees, Commitments, and Contingencies" in the Notes to Condensed Consolidated Financial Statements for further information.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon the Consolidated Financial Statements, prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on a variety of other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection, and disclosure of these estimates with the Audit Committee of the Board. Actual results may differ from these estimates under different assumptions or conditions. A summary of the more significant accounting policies requiring the use of estimates and assumptions in preparing the financial statements is provided in the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~January 2, 2021.

~~Recently Issued Accounting Standards Not Yet Adopted~~

~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Simplifying the Accounting for Income Taxes.~~ This update simplifies various aspects related to accounting for income taxes, removes certain exceptions to the general principles in ASC 740, and clarifies and amends existing guidance to improve consistent application. The new standard becomes effective for the

~~Corporation in fiscal 2021. The Corporation is currently evaluating the effect the standard will have on consolidated financial statements and related disclosures.~~

Looking Ahead

~~Management~~The Corporation continues to ~~anticipate~~navigate near-term ~~challenges in both volume and profit levels as~~uncertainty driven by the ongoing COVID-19 pandemic. However, management believes the Corporation ~~navigates~~is well positioned to grow revenues, expand margins, and generate cash flows as it moves into the ~~COVID-19 pandemic and related economic disruption. However, management expects fourth quarter 2020 sales to increase from third quarter 2020 levels, driven by improving recent order trends~~next stage of the recovery. Recent strength in both segments, strong housing construction activity which supports Residential Building Products sales growth, and an extra week in the fourth quarter fiscal calendar. Cash flows are anticipated to remain healthy, with net debt levelsresidential building products is expected to continue, with improving conditions starting to be ~~stable through fiscal year-end.~~observed in workplace furnishings.

Management remains optimistic about the long-term prospects in the workplace furnishings and residential building products markets. Management believes the Corporation continues to compete well and remains confident the investments made in the business will continue to generate strong returns for shareholders.

Forward-Looking Statements

Statements in this report to the extent they are not statements of historical or present fact, including statements as to plans, outlook, objectives, and future financial performance, are "forward-looking" statements, within the meaning of Section 21 of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Words such as ~~"anticipate,~~

"anticipate," "believe," "could," "confident," "estimate," "expect," "forecast," "hope," "intend," "likely," "may," "plan," "possible," "potential," "predict," "project," "should," "will," "would," and variations of such words and similar expressions identify forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Corporation's actual results in the future to differ materially from expected results. The most significant factors known to the Corporation that may adversely affect the Corporation’s business, operations, industries, financial position, or future financial performance are described within Item 1A of the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019 and Part II, Item 1A of this report.~~January 2, 2021. The Corporation cautions readers not to place undue reliance on any forward-looking statement, which speaks only as of the date made, and to recognize forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the risks and uncertainties described elsewhere in this report, including but not limited to: the duration and scope of the COVID-19 pandemic and its effect on people and the economy; the levels of office furniture needs and housing starts; overall demand for the Corporation's products; general economic and market conditions in the United States and internationally; industry and competitive conditions; the consolidation and concentration of the Corporation's customers; the Corporation's reliance on its network of independent dealers; changes in trade policy; changes in raw material, component, or commodity pricing; market acceptance and demand for the Corporation's new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated with international operations; the potential impact of product defects; the various restrictions on the Corporation's financing activities; an inability to protect the Corporation's intellectual property; impacts of tax legislation; force majeure events outside the Corporation's control; and other risks described in the Corporation's annual and quarterly reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q, as well as others the Corporation may consider not material or does not anticipate at this time. The risks and uncertainties described in this report, as well as those described within Item 1A of the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019 and Part II, Item 1A of this report,~~January 2, 2021, are not exclusive and further information concerning the Corporation, including factors that potentially could have a material effect on the Corporation's financial results or condition, may emerge from time to time.

The Corporation assumes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law. The Corporation advises you, however, to consult any further disclosures made on related subjects in future quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~September 26, 2020,~~April 3, 2021, there were no material changes to the financial market risks affecting the quantitative and qualitative disclosures presented in Item 7A of the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019.~~

January 2, 2021.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Corporation in the reports it files or submits under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures are also designed to ensure information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the Corporation, the Corporation's management carried out an evaluation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rules 13a – 15(e) and 15d – 15(e). As of ~~September 26, 2020,~~April 3, 2021, based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded these disclosure controls and procedures are effective.

Changes in Internal Controls

There have been no changes in the Corporation's internal controls over financial reporting during the fiscal quarter covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

In December 2020, the Corporation acquired Design Public Group (see Note 3). In conducting our evaluation of the effectiveness of internal control over financial reporting, we have elected to exclude the acquisition from our evaluation as of April 3, 2021, as permitted by the regulations of the Securities and Exchange Commission.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings, see "Note ~~15.~~14. Guarantees, Commitments, and Contingencies" in the Notes to Condensed Consolidated Financial Statements, which information is incorporated herein by reference.

Item 1A. Risk Factors

There have been no additional material changes from the risk factors disclosed in the "Risk Factors" section of the Corporation's Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019, with the exception of:~~

•~~A new risk factor pertaining to the COVID-19 pandemic, as disclosed in Part II, Item 1A."Risk Factors" in the Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020.~~

•As previously disclosed in the "Risk Factors" section of the Corporation's Annual Report on Form 10-K for the year ended December 28, 2019, the Corporation's international operations expose it to risks related to conducting business in multiple jurisdictions outside the U.S. These risks may be elevated given the current uncertainties around the impact of the global pandemic; ongoing disputes and increased tensions related to global trade, particularly involving the U.S. and China; and complexities with foreign regulatory environments including the decreased ability of U.S. regulators to exercise oversight of subsidiaries of U.S. companies based in certain international jurisdictions.January 2, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities:

The Corporation did not repurchase any of its shares during the ~~quarter.~~first quarter of fiscal 2021.

The Corporation repurchases shares under previously announced plans authorized by the Board. The Corporation's share purchase program ("Program") announced November 9, 2007, provided a share repurchase authorization of $200,000,000 with no specific expiration date, with increases announced November 7, 2014, and February 13, 2019, providing additional share repurchase authorizations each of $200,000,000 with no specific expiration date. As of ~~September 26, 2020,~~April 3, 2021, $158.3 million was authorized and available for the repurchases of shares by the Corporation. The Program does not obligate the Corporation to purchase any shares and the authorization for the Program may be terminated, increased, or decreased by the Board at any time. No repurchase plans expired or were terminated during the first quarter of fiscal 2021, and no plans are currently in place under which further purchases are not intended.

No repurchase plans expired or were terminated during the third quarter of 2020, nor do any plans exist under which the Corporation does not intend to make further purchases. The Program does not obligate the Corporation to purchase any shares and the authorization for the Program may be terminated, increased, or decreased by the Board at any time. As announced in the April 6, 2020 COVID-19 response update, the Corporation temporarily suspended share repurchase activity to support available cash flow.

3026

Item 6. Exhibits


31.1			Certification of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
31.2			Certification of the C F OCFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
32.1			Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
101			The following materials from HNI Corporation's Quarterly Report on Form 10-Q for the fiscal quarter ended ~~September 26, 2020~~April 3, 2021 are formatted in Inline XBRL (eXtensible Business Reporting Language) and filed electronically herewith: (i) Condensed Consolidated Statements of Comprehensive Income; (ii) Condensed Consolidated Balance Sheets; (iii) Condensed Consolidated Statements of Equity; (iv) Condensed Consolidated Statements of Cash Flows; and (v) Notes to Condensed Consolidated Financial Statements
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

⁺ Filed or furnished herewith.

3127

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.

HNI Corporation

Date: ~~October 27, 2020~~May 4, 2021

By:

/s/ Marshall H. Bridges

Marshall H. Bridges

Senior Vice President and Chief Financial Officer

3228






HNI Corporation and Subsidiaries Condensed Consolidated Statements of Equity (In thousands, except per share data)
(Unaudited)

	Three Months Ended - September 28, 2019
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity
Balance, June 29, 2019	$	42,875	$	17,364	$	474,519	$	(5,574)	$	325	$	529,509
Comprehensive income:
Net income (loss)	—		—		46,078		—		(2)		46,076
Other comprehensive income (loss), net of tax	—		—		—		(1,476)		—		(1,476)




Cash dividends; $0.305 per share	—		—		(13,088)		—		—		(13,088)
Common shares – treasury:
Shares purchased	(221)		(5,175)		(1,795)		—		—		(7,191)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	170		6,345		—		—		—		6,515
Balance, September 28, 2019	$	42,824	$	18,534	$	505,714	$	(7,050)	$	323	$	560,345

	Nine Months Ended - September 28, 2019
	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Shareholders’ Equity
Balance, December 29, 2018	$	43,582	$	18,041	$	504,909	$	(3,599)	$	326	$	563,259
Comprehensive income:
Net income (loss)	—		—		62,910		—		(2)		62,908
Other comprehensive income (loss), net of tax	—		—		—		(2,712)		—		(2,712)
Reclassification of Stranded Tax Effects (ASU 2018-02)	—		—		739		(739)		—		0
Impact of Implementation of Lease Guidance	—		—		2,999		—		—		2,999


Cash dividends; $0.905 per share	—		—		(39,164)		—		—		(39,164)
Common shares – treasury:
Shares purchased	(1,797)		(36,401)		(26,679)		—		—		(64,877)
Shares issued under Members' Stock Purchase Plan and stock awards, net of tax	1,039		36,893		—		—		—		37,932
Balance, September 28, 2019	$	42,824	$	18,534	$	505,714	$	(7,050)	$	323	$	560,345


	September 26, 2020										December 28, 2019
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Patents	$	0	$	0	$	0	$	40	$	40	$	0
Software	175,422		73,596		101,826		176,836		67,541		109,295
Trademarks and trade names	6,564		3,412		3,152		7,564		3,381		4,183
Customer lists and other	81,111		60,068		21,043		104,004		71,442		32,562
Net definite-lived intangible assets	$	263,097	$	137,076	$	126,021	$	288,444	$	142,404	$	146,040


	2020		2021		2022		2023		2024
Amortization expense	$	24.1	$	23.3	$	20.3	$	16.9	$	15.2