Cover Page
Cover Page - shares | 3 Months Ended | |
Aug. 28, 2021 | Oct. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 28, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-15141 | |
Entity Registrant Name | HERMAN MILLER, INC. | |
Entity Incorporation, State or Country Code | MI | |
Entity Tax Identification Number | 38-0837640 | |
Entity Address, Address Line One | 855 East Main Avenue | |
Entity Address, City or Town | Zeeland | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 49464 | |
City Area Code | 616 | |
Local Phone Number | 654-3000 | |
Title of 12(b) Security | Common Stock, par value $0.20 per share | |
Trading Symbol | MLHR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 75,773,618 | |
Entity Central Index Key | 0000066382 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --05-28 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 789.7 | $ 626.8 |
Cost of sales | 512.2 | 376.8 |
Gross margin | 277.5 | 250 |
Operating expenses: | ||
Selling, general and administrative | 306.8 | 139.7 |
Restructuring expense, net | 0 | (1.2) |
Design and research | 23.5 | 16.1 |
Total operating expenses | 330.3 | 154.6 |
Operating (loss) earnings | (52.8) | 95.4 |
Interest expense | 5.6 | 3.7 |
Interest and other investment income | 0.3 | 0.4 |
Other expense (income), net | 12.7 | (1.7) |
(Loss) earnings before income taxes and equity income | (70.8) | 93.8 |
Income tax (benefit) expense | (10.8) | 20.6 |
Equity income from nonconsolidated affiliates, net of tax | 0.1 | 0.2 |
Net (loss) earnings | (59.9) | 73.4 |
Net income attributable to redeemable noncontrolling interests | 1.6 | 0.4 |
Net (loss) earnings attributable to Herman Miller, Inc. | $ (61.5) | $ 73 |
(Loss) Earnings per share — basic (in dollar per share) | $ (0.93) | $ 1.24 |
(Loss) Earnings per share — diluted (in dollar per share) | $ (0.93) | $ 1.24 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | $ (16) | $ 30.1 |
Pension and post-retirement liability adjustments | 2.3 | 1.2 |
Unrealized (loss) gains on interest rate swap agreement | (1) | 0.3 |
Unrealized holding loss on available for sale securities | 0 | (0.1) |
Other comprehensive (loss) income, net of tax | (14.7) | 31.5 |
Comprehensive (loss) income | (74.6) | 104.9 |
Comprehensive income attributable to redeemable noncontrolling interests | 2.1 | 3 |
Comprehensive (loss) income attributable to Herman Miller, Inc. | $ (76.7) | $ 101.9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 235.1 | $ 396.4 |
Short-term investments | 8 | 7.7 |
Accounts receivable, net of allowances of $5.0 and $5.5 | 283.3 | 204.7 |
Unbilled accounts receivable | 24.3 | 16.4 |
Inventories | 446.2 | 213.6 |
Prepaid expenses | 122.3 | 45.1 |
Other current assets | 16.5 | 7.6 |
Total current assets | 1,135.7 | 891.5 |
Property and equipment, at cost | 1,464.8 | 1,159.7 |
Less — accumulated depreciation | (853.1) | (832.5) |
Net property and equipment | 611.7 | 327.2 |
Right-of-use assets | 421.9 | 214.7 |
Goodwill | 1,283.9 | 364.2 |
Indefinite-lived intangibles | 493 | 97.6 |
Other amortizable intangibles, net of accumulated amortization of $97.7 and $68.6 | 446.2 | 105.2 |
Other noncurrent assets | 68.1 | 61.5 |
Total Assets | 4,460.5 | 2,061.9 |
Current Liabilities: | ||
Accounts payable | 327.4 | 178.4 |
Short-term borrowings and current portion of long-term debt | 22.6 | 2.2 |
Accrued compensation and benefits | 92 | 90.2 |
Short-term lease liability | 101.2 | 69 |
Accrued warranty | 17.5 | 14.5 |
Customer deposits | 106.8 | 43.1 |
Other accrued liabilities | 139.3 | 103.4 |
Total current liabilities | 806.8 | 500.8 |
Long-term debt | 1,298.4 | 274.9 |
Pension and post-retirement benefits | 45.6 | 34.5 |
Lease liabilities | 376.2 | 196.9 |
Other liabilities | 385.3 | 128.2 |
Total Liabilities | 2,912.3 | 1,135.3 |
Redeemable noncontrolling interests | 72.6 | 77 |
Stockholders' Equity: | ||
Preferred stock, no par value (10,000,000 shares authorized, none issued) | 0 | 0 |
Common stock, $0.20 par value (240,000,000 shares authorized, 75,784,091 and 59,029,165 shares issued and outstanding in fiscal 2022 and 2021, respectively) | 15.2 | 11.8 |
Additional paid-in capital | 808.3 | 94.7 |
Retained earnings | 732.6 | 808.4 |
Accumulated other comprehensive loss | (80.3) | (65.1) |
Deferred compensation plan | (0.2) | (0.2) |
Total Stockholders' Equity | 1,475.6 | 849.6 |
Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity | $ 4,460.5 | $ 2,061.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 5 | $ 5.5 |
Other amortizable intangibles, accumulated amortization | $ 97.7 | $ 68.6 |
Preferred stock, par value (in dollar per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollar per share) | $ 0.20 | $ 0.20 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares, issued (in shares) | 75,784,091 | 59,029,165 |
Common stock, shares, outstanding (in shares) | 75,784,091 | 59,029,165 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) earnings | $ (59.9) | $ 73.4 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 59.7 | 21.2 |
Stock-based compensation | 15.1 | 1.5 |
Pension and post-retirement expenses | (1.9) | 0.7 |
Deferred taxes | (8.2) | (0.3) |
Restructuring expense | 0 | (1.2) |
Loss on extinguishment of debt | 13.4 | 0 |
(Increase) decrease in current assets | (65.6) | 3.9 |
(Decrease) increase in current liabilities | (5.1) | 13.3 |
Increase (decrease) in non-current liabilities | 3.5 | 5.2 |
Other, net | (2.7) | (1.8) |
Net Cash (Used in) Provided by Operating Activities | (51.7) | 115.9 |
Cash Flows from Investing Activities: | ||
Proceeds from sale of property and dealers | 0 | 6.4 |
Capital expenditures | (18.6) | (11.3) |
Acquisitions, net of cash received | (1,088.5) | 0 |
Other, net | 2.4 | (0.2) |
Net Cash Used in Investing Activities | (1,104.7) | (5.1) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (50) | 0 |
Proceeds from issuance of debt, net of discounts | 1,007 | 0 |
Payments of deferred financing costs | (9.3) | 0 |
Proceeds from credit facility | 366.6 | 0 |
Repayments of credit facility | (276.6) | (265) |
Payment of make whole premium on debt | (13.4) | 0 |
Dividends paid | (11.1) | (12.3) |
Common stock issued | 2.2 | 0.8 |
Common stock repurchased and retired | (11) | (0.9) |
Other, net | (2.8) | 0.9 |
Net Cash Provided by (Used in) Financing Activities | 1,001.6 | (276.5) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | (6.5) | 8.3 |
Net Decrease in Cash and Cash Equivalents | (161.3) | (157.4) |
Cash and Cash Equivalents, Beginning of Period | 396.4 | 454 |
Cash and Cash Equivalents, End of Period | $ 235.1 | $ 296.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Deferred Compensation Plan | Herman Miller, Inc. Stockholders' Equity |
Balance at beginning of period (in shares) at May. 30, 2020 | 58,793,275 | ||||||
Balance at beginning of period at May. 30, 2020 | $ 11.8 | $ 81.6 | $ 683.9 | $ (134) | $ (0.3) | $ 643 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | 73 | 73 | |||||
Other comprehensive income, net of tax | 28.9 | 28.9 | |||||
Stock-based compensation expense | 1.5 | 1.5 | |||||
Exercise of stock options (in shares) | 8,133 | ||||||
Exercise of stock options | 0.2 | 0.2 | |||||
Restricted and performance stock units released (in shares) | 106,607 | ||||||
Restricted and performance stock units released | 0 | ||||||
Employee stock purchase plan issuances (in shares) | 25,116 | ||||||
Employee stock purchase plan issuances | 0.6 | 0.6 | |||||
Repurchase and retirement of common stock (in shares) | (36,644) | ||||||
Repurchase and retirement of common stock | (0.9) | (0.9) | |||||
Directors' fees (in shares) | (3,013) | ||||||
Directors' fees | 0.1 | 0.1 | |||||
Balance at end of period (in shares) at Aug. 29, 2020 | 58,899,500 | ||||||
Balance at end of period at Aug. 29, 2020 | $ 11.8 | 83.1 | 756.9 | (105.1) | (0.3) | 746.4 | |
Balance at beginning of period (in shares) at May. 29, 2021 | 59,029,165 | ||||||
Balance at beginning of period at May. 29, 2021 | $ 849.6 | $ 11.8 | 94.7 | 808.4 | (65.1) | (0.2) | 849.6 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings | (61.5) | (61.5) | |||||
Other comprehensive income, net of tax | (15.2) | (15.2) | |||||
Stock-based compensation expense | 15.1 | 15.1 | |||||
Exercise of stock options (in shares) | 49,584 | ||||||
Exercise of stock options | 1.3 | 1.3 | |||||
Restricted and performance stock units released (in shares) | 358,016 | ||||||
Restricted and performance stock units released | 0 | ||||||
Employee stock purchase plan issuances (in shares) | 19,020 | ||||||
Employee stock purchase plan issuances | 0.7 | 0.7 | |||||
Repurchase and retirement of common stock (in shares) | (267,522) | ||||||
Repurchase and retirement of common stock | (11) | (11) | |||||
Shares issued for the acquisition of Knoll (in shares) | 15,843,921 | ||||||
Shares issued for the acquisition of Knoll | $ 3.2 | 685.1 | 688.3 | ||||
RSA and PSA (in shares) | 751,907 | ||||||
Pre-combination expense from Knoll rollover | $ 0.2 | 22.4 | 22.6 | ||||
Dividends declared | (14.3) | (14.3) | |||||
Balance at end of period (in shares) at Aug. 28, 2021 | 75,784,091 | ||||||
Balance at end of period at Aug. 28, 2021 | $ 1,475.6 | $ 15.2 | $ 808.3 | $ 732.6 | $ (80.3) | $ (0.2) | $ 1,475.6 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 3 Months Ended |
Aug. 28, 2021$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Dividends declared (in dollars per share) | $ 0.1875 |
Description of Business
Description of Business | 3 Months Ended |
Aug. 28, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Herman Miller, Inc. ( the "Company") researches, designs, manufactures, sells and distributes interior furnishings for use in various environments including office, healthcare, educational and residential settings and provides related services that support companies all over the world. The Company's products are sold primarily through independent contract office furniture dealers as well as the following channels: direct customer sales, independent retailers, owned retail studios, direct-mail catalogs, owned contract office furniture dealerships and the Company's eCommerce platforms. On July 19, 2021 the Company acquired Knoll, Inc. ("Knoll") (See Note 5. "Acquisitions"). Knoll is a leading global manufacturer of commercial and residential furniture, accessories, lighting and coverings. The Company has included the financial results of Knoll in the condensed consolidated financial statements from the date of acquisition. On July 13, 2021, the Company's Board of Directors unanimously recommended approval to shareholders of an amendment to our Restated Articles of Incorporation to change our corporate name from Herman Miller, Inc. to MillerKnoll, Inc. This proposed change is subject to shareholder approval at the upcoming shareholder meeting on October 11, 2021. MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. Powering the world's most dynamic design brands, MillerKnoll includes Herman Miller® and Knoll®, plus Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman® Leather, Fully®, Geiger®, HAY®, Holly Hunt®, KnollExtra®, Knoll Office, KnollStudio® , KnollTextiles®, Maars® Living Walls, Maharam®, Muuto®, naughtone®, and Spinneybeck®|FilzFelt®. Together we are redefining modern design for the 21st century. Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by Herman Miller, Inc. (“the Company”) in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") 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 footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements. Unless otherwise noted or indicated by the context, all references to "Herman Miller," "MillerKnoll," "Herman Miller Group," "we," "our," "Company" and similar references are to Herman Miller, Inc., its predecessors, and controlled subsidiaries. The accompanying unaudited Condensed Consolidated Financial Statements, taken as a whole, contain all adjustments that are of a normal recurring nature necessary to present fairly the financial position of the Company as of August 28, 2021. Operating results for the three months ended August 28, 2021 are not necessarily indicative of the results that may be expected for the year ending May 28, 2022 ("fiscal 2022"). It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended May 29, 2021 ("fiscal 2021"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. Segment Reorganization Effective as of May 30, 2021, the beginning of fiscal year 2022, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has recast historical results to reflect this change. Below is a description of each reportable segment. Intersegment sales are eliminated within each segment, with the exception of sales to and from the Knoll segment, which are presented as intersegment eliminations. • Global Retail – reflects the legacy North America Retail segment and now includes International Retail • Americas Contract ("Americas") – reflects the legacy Herman Miller North America Contract segment combined with Latin America and Design Within Reach Contract • International Contract ("International") – reflects global Contract activity outside the Americas, excluding the international activity of Knoll • Knoll – the Knoll segment includes the global operations associated with the design, manufacture, and sale of furniture products within the Knoll constellation of brands. The acquired Knoll business will initially be reflected as a stand-alone segment. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Aug. 28, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently Adopted Accounting Standards On May 30, 2021, the Company adopted ASU No. 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." This update eliminates, adds and clarifies certain disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The adoption of this guidance did not have a material effect on our consolidated financial statements and additional disclosures will be made in our annual report. On May 30, 2021, the Company adopted ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This update removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The update also adds guidance to reduce complexity in certain areas. The adoption of this guidance did not have a material impact on the Company's financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards B oard ("FASB") for consideration of their applicability to our consolidated financial statements. We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Aug. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregated Revenue Revenue disaggregated by contract type is provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net Sales: Single performance obligation Product revenue $ 736.3 $ 543.3 Multiple performance obligations Product revenue 49.6 78.4 Service revenue 1.9 3.1 Other 1.9 2.0 Total $ 789.7 $ 626.8 The Company internally reports and evaluates products based on the categories Workplace, Performance Seating, Lifestyle and Other. A description of these categories is included below. The Workplace category includes products centered on creating highly functional and productive settings for both groups and individuals. This category focuses on the development of products, beyond seating, that define boundaries, support work and enable productivity. The Performance Seating category includes products centered on seating ergonomics, productivity and function across an evolving and diverse range of settings. This category focuses on the development of ergonomic seating solutions for specific use cases requiring more than basic utility. The Lifestyle category includes products focused on bringing spaces to life through beautiful yet functional products. This category focuses on the development of products that support a way of living, in thoughtful yet elevated ways. The products in this category help create emotive and visually appealing spaces via a portfolio that offers diversity in aesthetics, price and performance. Revenue disaggregated by product type and reportable segment is provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract: Workplace $ 176.4 $ 213.7 Performance Seating 84.9 86.7 Lifestyle 32.7 32.8 Other 31.3 36.9 Total Americas Contract $ 325.3 $ 370.1 International Contract: Workplace $ 25.7 $ 31.7 Performance Seating 49.2 43.7 Lifestyle 22.5 17.8 Other 1.6 0.8 Total International Contract $ 99.0 $ 94.0 Retail: Workplace $ 3.5 $ 2.3 Performance Seating 61.1 57.6 Lifestyle 147.6 103.0 Other 0.4 (0.2) Total Retail $ 212.6 $ 162.7 Knoll: Workplace $ 75.2 $ — Performance Seating 12.1 — Lifestyle 56.4 — Other 12.7 — Total Knoll $ 156.4 $ — Intersegment sales elimination $ (3.6) $ — Total $ 789.7 $ 626.8 Refer to Note 16 of the Condensed Consolidated Financial Statements for further information related to our reportable segments. Contract Balances Customers may make payments before the satisfaction of the Company's performance obligation and recognition of revenue. These payments represent contract liabilities and are included within the caption “Customer deposits” in the Condensed Consolidated Balance Sheets. During the three months ended August 28, 2021 and August 29, 2020, the Company recognized Net sales of $41.1 million and $18.1 million related to customer deposits that were included in the balance sheet as of May 29, 2021 and May 30, 2020, respectively. The Company assumed a contract liability of $55.5 million related to the acquisition of Knoll, Inc on July 19, 2021. |
Leases
Leases | 3 Months Ended |
Aug. 28, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense are provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Operating lease costs $ 17.9 $ 11.0 Short-term lease costs 1.6 0.8 Variable lease costs* 2.5 1.6 Total $ 22.0 $ 13.4 *Not included in the table above for the three months ended August 28, 2021 and August 29, 2020 are variable lease costs of $20.7 million and $16.9 million, respectively, for raw material purchases under certain supply arrangements that the Company has determined meet the definition of a lease. At August 28, 2021, the Company had no financing leases. The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table: (In millions) 2022 $ 88.5 2023 83.5 2024 74.3 2025 65.8 2026 50.3 Thereafter 153.8 Total lease payments* $ 516.2 Less interest 38.8 Present value of lease liabilities $ 477.4 *Lease payments exclude $3.9 million of legally binding minimum lease payments for leases signed but not yet commenced. The long-term portion of the lease liabilities included in the amounts above is $376.2 million and the remainder of the lease liabilities are included in "Other accrued liabilities" in the Condensed Consolidated Balance Sheets. At August 28, 2021, the weighted average remaining lease term and weighted average discount rate for operating leases were 7 years and 2.4%, respectively. Supplemental cash flow and other information related to leases are provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Operating cash flows used for operating leases $ 16.7 $ 11.1 Right-of-use assets obtained in exchange for new liabilities $ 20.0 $ 11.4 |
Acquisitions
Acquisitions | 3 Months Ended |
Aug. 28, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Knoll, Inc. On July 19, 2021, the Company completed its previously announced acquisition of Knoll, Inc. (“Knoll"), a leader in the design, manufacture, marketing and sale of high-end furniture products and accessories for workplace and residential markets. The Company has included the financial results of Knoll in the condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition, which included financial advisory, legal, proxy filing, regulatory and financing fees, were approximately $26.7 million and were recorded in general and administrative expenses during the three months ended August 28, 2021. Under the terms of the Agreement and Plan of Merger, each issued and outstanding share of Knoll common stock (excluding shares exercising dissenters rights, shares owned by Knoll as treasury stock, shares owned by the deal parties or their subsidiaries, or shares subject to Knoll restricted stock awards) was converted into a right to receive 0.32 shares of Herman Miller common stock and $11.00 in cash, without interest. The preliminary acquisition date fair value of the consideration transferred for Knoll was approximately $1,887.3 million, which consisted of the following (in millions, except share amounts): Knoll Shares Herman Miller Shares Exchanged Fair Value Cash Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 $ 543.9 Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 184,857 1.4 Total number of Knoll shares for cash consideration 49,629,682 Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021 169,165 254.4 Consideration for payment to settle Knoll's outstanding debt 376.9 Share Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 74,857 Total number of Knoll shares for share consideration 49,519,682 15,843,921 688.3 Replacement Share-Based Awards: Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 2021 22.4 Total preliminary acquisition date fair value of consideration transferred $ 1,887.3 The aggregate cash paid in connection with the Knoll acquisition was $1,176.6 million. Herman Miller funded the acquisition through cash on-hand and debt proceeds, as described in "Note 14. Short-Term Borrowings and Long-Term Debt." Outstanding unvested restricted stock awards, performance stock awards, performance stock units and restricted stock units with a preliminary estimated fair value of $53.4 million automatically converted into Company awards. Of the total fair value, $22.4 million was preliminarily allocated to purchase consideration and $31.0 million was preliminarily allocated to future services and will be expensed over the remaining service periods on a straight-line basis. Per the terms of the converted awards any qualifying termination within the twelve months subsequent to the acquisition will result in accelerated vesting and related recognition of expense. The transaction was accounted for as a business combination which requires that assets and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price allocation is preliminary and subject to change, including as a result of the valuation of inventory, property, plant and equipment, intangible assets and income taxes among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition: (In millions) Fair Value Cash $ 88.0 Accounts receivable 82.3 Inventories 224.4 Other current assets 37.9 Property and equipment 292.1 Right-of-use assets 202.7 Intangible assets 770.4 Goodwill 925.9 Other noncurrent assets 22.7 Total assets acquired 2,646.4 Accounts payable 150.7 Other current liabilities 131.9 Lease liabilities 177.8 Other liabilities 298.8 Total liabilities assumed 759.2 Net Assets Acquired $ 1,887.2 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is not deductible for tax purposes. Goodwill is primarily attributed to the assembled workforce of Knoll and anticipated operational synergies. Goodwill related to the acquisition was recorded within the Knoll segment at $925.9 million. Goodwill arising from the acquisition is not expected to be deductible for tax reporting purposes. The fair values assigned to tangible assets acquired and liabilities assumed are preliminary based on management's estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the acquisition date. The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the acquisition date: (In millions) Valuation Method Useful Life (years) Fair Value Backlog Multi-Period Excess Earnings Less than 1 Year $ 53.4 Trade name - indefinite lived Relief from Royalty Indefinite 397.0 Trade name - amortizing Relief from Royalty 5-10 Years 23.0 Designs Relief from Royalty 9-15 years 29.0 Customer Relationships Multi-Period Excess Earnings 2-15 years 268.0 Total $ 770.4 The Company's Condensed Consolidated Statements of Comprehensive Income for the period ended August 28, 2021, include $156.4 million of Revenue and $45.9 million of Net Loss associated with the result of operations of Knoll from the acquisition date to August 28, 2021. Pro Forma Results of Operations The results of Knoll's operations have been included in the Consolidated Financial Statements beginning on July 19, 2021. The following table provides pro forma results of operations for the three months ended August 28, 2021 and August 29, 2020, as if Knoll had been acquired as of May 31, 2020. The pro forma results include certain purchase accounting adjustments such as the estimated change in depreciation and amortization expense on the acquired tangible and intangible assets. The impact of these adjustments is subject to change as valuations are finalized. The pro forma results also include the impact of incremental interest expense incurred to finance the merger. Transaction related costs, including debt extinguishment costs related to the transaction, have been eliminated from the pro forma amounts presented in both periods. Pro forma results do not include any anticipated cost savings from the integration of this acquisition. Accordingly, such amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future. Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net sales $ 943.9 $ 891.8 Net earnings attributable to Herman Miller, Inc. $ (30.2) $ 30.9 |
Inventories, net
Inventories, net | 3 Months Ended |
Aug. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net (In millions) August 28, 2021 May 29, 2021 Finished goods and work in process $ 329.1 $ 166.7 Raw materials 117.1 46.9 Total $ 446.2 $ 213.6 Inventories are valued at the lower of cost or market and include material, labor, and overhead. Certain inventories within our United States-based manufacturing operations are valued using the last-in, first-out (LIFO) method. Inventories of all other operations are valued using the first-in, first-out (FIFO) method. |
Goodwill and Indefinite-lived I
Goodwill and Indefinite-lived Intangibles | 3 Months Ended |
Aug. 28, 2021 | |
Goodwill and Indefinite-lived Intangibles [Abstract] | |
Goodwill and Indefinite-lived Intangibles | Goodwill and Indefinite-Lived Intangibles Goodwill and other indefinite-lived intangible assets included in the Condensed Consolidated Balance Sheets consisted of the following as of August 28, 2021 and May 29, 2021: (In millions) Goodwill Indefinite-lived Intangible Assets May 29, 2021 $ 364.2 $ 97.6 Foreign currency translation adjustments (6.2) (1.5) Acquisition of Knoll 925.9 396.9 August 28, 2021 $ 1,283.9 $ 493.0 Goodwill is tested for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value. Each of the reporting units, with the exception of Knoll, were reviewed for impairment using a quantitative assessment as of March 31, 2021, our annual testing date. In performing the quantitative impairment test for fiscal year 2021, the Company determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired. In connection with the segment reorganization, certain of the Company’s reporting units have changed in composition, and goodwill was reallocated between such reporting units using a relative fair value approach. Accordingly, the Company performed interim goodwill impairment tests in the first quarter of 2022 for each reporting unit, with the exception of Knoll. Based on the results of the tests performed, the Company determined that the fair value of each reporting unit, as reorganized, exceeded its respective carrying amount in each case. Goodwill related to the acquisition of Knoll was recorded within the Knoll segment at $925.9 million. This increase was offset by foreign currency translation adjustments, resulting in a goodwill balance of $1,283.9 million as of August 28, 2021. Intangible assets with indefinite useful lives are not subject to amortization and are evaluated annually for impairment, or more frequently when events or changes in circumstances indicate that the fair value of an intangible asset may not be recoverable. In fiscal 2021, the Company performed quantitative assessments in testing indefinite-lived intangible assets for impairment. The carrying value of the Company's HAY trade name indefinite-lived intangible asset was $41.7 million as of March 31, 2021. The calculated fair value of the HAY trade name was $43.8 million which represents an excess fair value of $2.1 million or 5.0%. If the residual cash flow related to this trade name were to decline in future periods, the Company may need to record an impairment charge. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Aug. 28, 2021 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans: Pension Benefits Three Months Ended August 28, 2021 Three Months Ended August 29, 2020 (In millions) Domestic International Domestic International Service cost $ 0.1 $ — $ — $ — Interest cost 0.5 0.8 — 0.7 Expected return on plan assets (1) (1.0) (1.8) — (1.4) Net amortization loss — 1.7 — 1.6 Net periodic benefit cost $ (0.4) $ 0.7 $ — $ 0.9 (1) The weighted-average expected long-term rate of return on plan assets is 4.98%. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Aug. 28, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table reconciles the numerators and denominators used in the calculations of basic and diluted earnings per share ("EPS") for the three months ended: Three Months Ended August 28, 2021 August 29, 2020 Numerators : Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc. - in millions $ (61.5) $ 73.0 Denominators : Denominator for basic EPS, weighted-average common shares outstanding 66,302,214 58,831,305 Potentially dilutive shares resulting from stock plans — 132,963 Denominator for diluted EPS 66,302,214 58,964,268 Antidilutive equity awards not included in weighted-average common shares - diluted 1,328,275 1,096,907 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Aug. 28, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Stock-based compensation expense $ 15.1 $ 1.5 Related income tax effect $ 3.7 $ 0.3 The increase to Stock-based compensation expense was driven in part by the additional of Knoll's equity-based compensation awards. This impact includes the accelerated stock-compensation award expense related to workforce reductions as part of the Knoll integration. |
Income Taxes
Income Taxes | 3 Months Ended |
Aug. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's process for determining the provision for income taxes for the three months ended August 28, 2021 involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates. The effective tax rates were 15.3% and 22.0%, respectively, for the three month periods ended August 28, 2021 and August 29, 2020. The year over year decrease in the effective tax rate for the three months ended August 28, 2021 resulted from a pre-tax book loss reported for the quarter coupled with non-deductible discrete compensation and acquisition costs in the current quarter in connection with the Knoll acquisition as compared to pre-tax book income. The same quarter of the prior year had no comparable impact from acquisitions. For the three months ended August 28, 2021, the effective tax rate is lower than the United States federal statutory rate due to the impact of the Knoll acquisition related costs creating a pre-tax loss for the quarter coupled with non-deductible discrete compensation and acquisition costs in the quarter. For the three months ended August 29, 2020, the effective tax rate was higher than the United States federal statutory rate due to United States state income taxes and the mix of earnings in tax jurisdictions that had rates that were higher than the United States federal statutory rate. The Company recognizes interest and penalties related to uncertain tax benefits through income tax expense in its Condensed Consolidated Statements of Comprehensive Income. Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three months ended August 28, 2021 and August 29, 2020. The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was: (In millions) August 28, 2021 May 29, 2021 Liability for interest and penalties $ 0.9 $ 0.9 Liability for uncertain tax positions, current $ 2.8 $ 2.1 The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is reasonably possible that the amounts of unrecognized tax benefits could change in the next twelve months because of the audits. Tax payments related to these audits, if any, are not expected to be material to the Company's Condensed Consolidated Statements of Comprehensive Income. For the majority of tax jurisdictions, the Company is no longer subject to state, local, or non-United States income tax examinations by tax authorities for fiscal years before 2018. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Aug. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, a deferred compensation plan, accounts payable, debt, interest rate swaps, foreign currency exchange contracts, redeemable noncontrolling interests, indefinite-lived intangible assets and right-of-use assets. The Company's financial instruments, other than long-term debt, are recorded at fair value. The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated: (In millions) August 28, 2021 May 29, 2021 Carrying value $ 1,342.9 $ 277.1 Fair value $ 1,317.2 $ 284.8 The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period: Cash and cash equivalents — The Company invests excess cash in short term investments in the form of money market funds, which are valued using net asset value ("NAV"). Mutual Funds-equity — The Company's equity securities primarily include equity mutual funds. The equity mutual fund investments are recorded at fair value using quoted prices for similar securities. Deferred compensation plan — The Company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities. Foreign currency exchange contracts — The Company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. These forward contracts are not designated as hedging instruments. The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of August 28, 2021 and May 29, 2021. (In millions) August 28, 2021 May 29, 2021 Financial Assets NAV Quoted Prices with Other NAV Quoted Prices with Other Cash equivalents: Money market funds $ 15.1 $ — $ 162.2 $ — Mutual funds - equity — 0.8 — 0.8 Foreign currency forward contracts — 0.1 — 1.6 Deferred compensation plan — 17.7 — 16.1 Total $ 15.1 $ 18.6 $ 162.2 $ 18.5 Financial Liabilities Foreign currency forward contracts $ — $ 1.1 $ — $ 0.1 Total $ — $ 1.1 $ — $ 0.1 In connection with the acquisition of Knoll, the Company acquired a contingent consideration obligation related to Knoll's acquisition of Fully. The fair value measurement of the Company's contingent consideration obligation is based on significant, unobservable inputs for which little or no market data exists, and thus represents a Level 3 measurement. The contingent consideration obligation is revalued each reporting period, with changes in fair value recognized through net income. The valuation inputs utilized to estimate fair value of the contingent consideration obligation at August 28, 2021, included a discount rate of 2.5%, Fully's net sales and earnings before interest, taxes, depreciation and amortization ("EBITDA") for the period ended August 28. 2021, and projections related to Fully's net sales and EBITDA for each of the calendar years 2021 through 2023. The contingent consideration obligation's fair value at August 28, 2021 is $13.5 million. The maximum amount of contingent consideration that could be earned by Fully through 2023 is $13.8 million. The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period: Mutual funds-fixed income — The Company's fixed-income securities primarily include fixed income mutual funds and government obligations. These investments are recorded at fair value using quoted prices for similar securities. Interest rate swap agreements — The value of the Company's interest rate swap agreements are determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments. The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of August 28, 2021 and May 29, 2021. (In millions) August 28, 2021 May 29, 2021 Financial Assets Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2) Mutual funds - fixed income $ 7.2 $ 6.9 Total $ 7.2 $ 6.9 Financial Liabilities Interest rate swap agreement $ 15.7 $ 14.4 Total $ 15.7 $ 14.4 The following is a summary of the carrying and market values of the Company's fixed income mutual funds and equity mutual funds as of the dates indicated: August 28, 2021 May 29, 2021 (In millions) Cost Unrealized Market Cost Unrealized Market Mutual funds - fixed income $ 7.2 $ — $ 7.2 $ 6.9 $ — $ 6.9 Mutual funds - equity 0.5 0.3 0.8 0.5 0.3 0.8 Total $ 7.7 $ 0.3 $ 8.0 $ 7.4 $ 0.3 $ 7.7 The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Condensed Consolidated Statements of Comprehensive Income within "Other expense (income), net". The Company views its equity and fixed income mutual funds as available for use in its current operations. Accordingly, the investments are recorded within Current Assets within the Condensed Consolidated Balance Sheets. Derivative Instruments and Hedging Activities Foreign Currency Forward Contracts The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. Foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. Foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to "Other current assets" for unrealized gains and to "Other accrued liabilities" for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to "Other (income) expense, net", for both realized and unrealized gains and losses. Interest Rate Swaps The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of August 28, 2021. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of "Accumulated other comprehensive loss, net of tax." The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. As of August 28, 2021, the Company had the following two outstanding interest rate swap agreements: (In millions) Notional Amount Forward Start Date Termination Date Effective Fixed Interest Rate September 2016 Interest Rate Swap $ 150.0 January 3, 2018 January 3, 2028 1.949 % June 2017 Interest Rate Swap $ 75.0 January 3, 2018 January 3, 2028 2.387 % The swaps above effectively converted indebtedness anticipated to be borrowed on the Company's revolving line of credit up to the notional amounts from a LIBOR-based floating interest rate plus applicable margin to an effective fixed interest rate plus applicable margin under the agreements as of the forward start date. As of August 28, 2021, the fair value of the Company’s two outstanding interest rate swap agreements was a liability of $15.7 million and is recorded within "Other liabilities" in the Condensed Consolidated Balance Sheets. The following table summarizes the effects of the interest rate swap agreements for the three months ended: Three Months Ended (In millions) August 28, 2021 August 29, 2020 (Loss) gain recognized in Other comprehensive loss (effective portion) $ (1.0) $ 0.3 (Loss) reclassified from Accumulated other comprehensive loss into earnings $ (0.8) $ (1.1) There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended August 28, 2021 and August 29, 2020. The amount of loss expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months is $4.5 million, and net of tax is $3.4 million. Redeemable Noncontrolling Interests Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 28, 2021 and August 29, 2020 are as follows: (In millions) August 28, 2021 August 29, 2020 Beginning Balance $ 77.0 $ 50.4 Net income attributable to redeemable noncontrolling interests 1.6 0.4 Distributions to redeemable noncontrolling interests (3.9) — Cumulative translation adjustments attributable to redeemable noncontrolling interests 0.5 2.6 Foreign currency translation adjustments (2.6) 3.8 Ending Balance $ 72.6 $ 57.2 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Product Warranties The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty program. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Condensed Consolidated Balance Sheets. Changes in the warranty reserve for the stated periods were as follows: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Accrual Balance — beginning $ 60.1 $ 59.2 Accrual for warranty matters 5.4 4.6 Settlements and adjustments (5.8) (3.5) Acquired through business acquisition 10.1 — Accrual Balance — ending $ 69.8 $ 60.3 Guarantees The Company is periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and three years. The bonds are required to provide assurance to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The bonds are provided by various bonding agencies. However, the Company is ultimately liable for claims that may occur against them. As of August 28, 2021, the Company had a maximum financial exposure related to performance bonds totaling approximately $7.3 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these bonds as of either August 28, 2021 or May 29, 2021. The Company has entered into standby letter of credit arrangements for purposes of protecting various insurance companies and lessors against default on insurance premium and lease payments. As of August 28, 2021, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $15.4 million, all of which is considered usage against the Company's revolving line of credit. The Company has no history of claims, nor is it aware of circumstances that would require it to perform, under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these arrangements as of August 28, 2021 or May 29, 2021. Contingencies The Company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not have a material adverse effect, if any, on the Company's Consolidated Financial Statements. |
Short-Term Borrowings and Long-
Short-Term Borrowings and Long-Term Debt | 3 Months Ended |
Aug. 28, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term Borrowings and Long-Term Debt | Short-Term Borrowings and Long-Term Debt Short-term borrowings and long-term debt as of August 28, 2021 and May 29, 2021 consisted of the following: (In millions) August 28, 2021 May 29, 2021 Debt securities, 4.95%, due May 20, 2030 $ — $ 49.9 Syndicated revolving line of credit, due August 2024 — 225.0 Syndicated revolving line of credit, due July 2026 315.0 — Term Loan A, 1.5625%, due July 2026 400.0 — Term Loan B, 2.0625%, due July 2028 625.0 — Supplier financing program 2.9 2.2 Total debt $ 1,342.9 $ 277.1 Less: Unamortized discount and issuance costs (21.9) — Less: Current portion of long-term debt (22.6) (2.2) Long-term debt $ 1,298.4 $ 274.9 As of May 29, 2021, the Company's syndicated revolving line of credit provided the Company with up to $500 million in revolving variable interest borrowing capacity and included an "accordion feature" allowing the Company to increase, at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $250 million. Outstanding borrowings bear interest at rates based on the prime rate, federal funds rate, LIBOR or negotiated rates as outlined in the agreement. Interest is payable periodically throughout the period if borrowings are outstanding. The Company paid off the outstanding balance due on the syndicated revolving line of credit during the first quarter of 2022. In connection with the acquisition of Knoll, in July, 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans. The revolving line of credit provides the Company with up to $725 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $500 million syndicated revolving line of credit. The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $400 million and a seven-year senior secured term loan "B" facility with an aggregate principal amount of $625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll and to pay fees, costs and expenses related thereto. Both term loans have a variable interest rate. The Company also repaid $64 million of private placement notes due May 20, 2030. A loss on extinguishment of debt of approximately $13.4 million was recognized as part of the repayment of the private placement notes, which represented the premium on early redemption. Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated: (In millions) August 28, 2021 May 29, 2021 Syndicated revolving line of credit borrowing capacity $ 725.0 $ 500.0 Less: Borrowings under the syndicated revolving line of credit 315.0 225.0 Less: Outstanding letters of credit 15.4 9.8 Available borrowings under the syndicated revolving line of credit $ 394.6 $ 265.2 Supplier Financing Program The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations of the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution. The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program. As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from the caption “Accounts payable” in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within the caption “Short-term borrowings and current portion of long-term debt”. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Aug. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 28, 2021 and August 29, 2020: (In millions) Cumulative Translation Adjustments Pension and Other Post-retirement Benefit Plans Unrealized Interest Rate Swap Agreement Accumulated Other Comprehensive Loss Balance at May 29, 2021 $ (3.9) $ (50.4) $ — $ (10.8) $ (65.1) Other comprehensive (loss) income, net of tax before reclassifications (16.5) — — (0.2) (16.7) Reclassification from accumulated other comprehensive loss - Other, net — 2.5 — (0.8) 1.7 Tax benefit — (0.2) — — (0.2) Net reclassifications — 2.3 — (0.8) 1.5 Net current period other comprehensive (loss) income (16.5) 2.3 — (1.0) (15.2) Balance at August 28, 2021 $ (20.4) $ (48.1) $ — $ (11.8) $ (80.3) Balance at May 30, 2020 $ (56.0) $ (59.2) $ 0.1 $ (18.9) $ (134.0) Other comprehensive income (loss), net of tax before reclassifications 27.5 — (0.1) 1.4 28.8 Reclassification from accumulated other comprehensive loss - Other, net — 1.4 — (1.1) 0.3 Tax benefit — (0.2) — — (0.2) Net reclassifications — 1.2 — (1.1) 0.1 Net current period other comprehensive income (loss) 27.5 1.2 (0.1) 0.3 28.9 Balance at August 29, 2020 $ (28.5) (58.0) $ — $ (18.6) $ (105.1) |
Operating Segments
Operating Segments | 3 Months Ended |
Aug. 28, 2021 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Operating Segments | Operating Segments Effective as of May 30, 2021, the beginning of fiscal year 2022, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has restated historical results to reflect this change. Below is a summary of the change in reportable segments. • The activities related to the manufacture and sale of furniture products direct to consumers and to third-party retailers that previously resided within the International Contract segment moved to the Global Retail segment. • The operations associated with the design, manufacture and sale of furniture products for work-related settings in Latin America moved from the International Contract segment to the North America Contract segment to form a new Americas Contract segment. • Operations of the DWR Contract business, a division of DWR that sells design furnishings and accessories for use in work-related settings moved into the Americas Contract segment. The Company's reportable segments now consist of Americas Contract, International Contract, Global Retail, and Knoll. Intersegment sales are eliminated within each segment, with the exception of sales to and from the Knoll segment, which are presented as intersegment eliminations. The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture and textile products for work-related settings, including office, healthcare, and educational environments, throughout North America and South America. The business associated with the Company's owned contract furniture dealers is also included in the Americas Contract segment. In addition to the Herman Miller brand and the DWR Contract business, this segment includes the operations associated with the design, manufacture and sale of high-craft furniture products and textiles including Geiger wood products, Maharam textiles, Nemschoff, naughtone and Herman Miller Collection products. The International Contract segment includes the operations associated with the design, manufacture and sale of furniture products, primarily for work-related settings in Europe, the Middle East and Africa ("EMEA") and Asia-Pacific. The Global Retail segment includes operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, DWR studios and HAY stores. The Knoll segment includes the global operations associated with the design, manufacture, and sale of furniture products within the Knoll constellation of brands. Intersegment sales are eliminated within each segment, with the exception of sales to and from the Knoll segment, which are presented as intersegment eliminations. The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs. Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company. The accounting policies of the operating segments are the same as those of the Company. The following is a summary of certain key financial measures for the respective periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net Sales: Americas Contract $ 325.3 $ 370.1 International Contract 99.0 94.0 Global Retail 212.6 162.7 Knoll 156.4 — Intersegment Eliminations (3.6) — Total $ 789.7 $ 626.8 Operating Earnings (Loss): Americas Contract $ 10.5 $ 57.9 International Contract 11.3 16.2 Global Retail 27.8 31.5 Knoll (53.6) — Corporate (48.8) (10.2) Total $ (52.8) $ 95.4 Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments. For that reason, it is impractical to disclose asset information on a segment basis. |
Restructuring and Integration E
Restructuring and Integration Expense | 3 Months Ended |
Aug. 28, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Integration Expense | Restructuring and Integration Expense As part of restructuring and integration activities the Company has incurred expenses that qualify as exit and disposal costs under U.S. GAAP. These include severance and employee benefit costs as well as other direct separation benefit costs. Severance and employee benefit costs primarily relate to cash severance, non-cash severance, including accelerated equity award compensation expense. The Company also incurs expenses that are an integral component of, and directly attribute to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S. GAAP. These include integration implementation costs that relate primarily to professional fees and non-cash losses incurred on debt extinguishment. The expense associated with integration initiatives are included in Selling, general and administrative and the expense associated with restructuring activities are included in Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income. Non-cash costs related to debt extinguishment in the financing of the transaction is recorded in Other expense (income), net in the Condensed Consolidated Statements of Comprehensive Income. Knoll Integration: Following the Knoll merger the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs, integrate and optimize the combined organization. The Company currently expects that the Knoll Integration will result in pre-tax costs that are expected not to exceed approximately $100 million, comprised of the following categories: • Severance and employee benefit costs associated with plans to integrate our operating structure, resulting in workforce reductions. These costs will primarily include: severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits). • Exit and disposal activities include those incurred as a direct result of integration activities, primarily including contract and lease terminations. • Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the merger. For the three months ended August 28, 2021, we have incurred $55.6 million of costs related to the Knoll Integration including: $30.5 million of severance and employee benefit costs, $13.4 million of non-cash costs related to debt-extinguishment in the financing of the transaction, and $11.7 million of other integration costs. The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the three months ended August 28, 2021: (In millions) Severance and Employee Benefit Exit and Disposal Activities Total May 29, 2021 $ — $ — $ — Integration Costs 30.5 — 30.5 Amounts Paid (14.9) — (14.9) Non-cash costs (10.4) — (10.4) August 28, 2021 $ 5.2 $ — $ 5.2 The Company's expects that a substantial portion of the liability for the Knoll Integration as of August 28, 2021 to be paid in fiscal year 2022. The following is a summary of integration expenses by segment for the periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract $ 1.0 $ — International Contract — — Retail — — Knoll 29.4 — Corporate 25.2 — Total $ 55.6 $ — Restructuring Activities: During the fourth quarter of fiscal 2018, the Company announced a facilities consolidation plan related to its International Contract segment. This impacted certain office and manufacturing facilities in the United Kingdom and C hina. The plan is expected to generate cost savings of approxima tely $3 million. To date, the Company recognized restructuring and impairment expenses of $5.9 million, with a net credit of $1.9 million recognized in fiscal 2021 and the remainder in fiscal 2020, 2019 and 2018. These expenses related to the facilities consolidation plan, comprised primarily of an asset impairment recorded against an office building in the United Kingdom that was vacated and the consolidation of the Company's manufacturing facilities in China. No future restructuring costs related to the plan are expected as the plan is substantially complete. The office building and related assets in China were sold in the first quarter of fiscal 2021, resulting in a gain of approximately $3.4 million. The office building and related assets in the United Kingdom were sold in the second quarter of fiscal 2021, resulting in a nominal gain. Both of these gains are included within "Restructuring expense" in the Condensed Consolidated Statements of Comprehensive Income. In the second quarter of fiscal 2020, the Americas Contract segment initiated restructuring discussions with labor unions related to its Nemschoff operation in Wisconsin. To date, the Company has recorded approximately $3.1 million in pre-tax restructuring expense related to this plan, with a net credit of $0.1 million recognized in fiscal 2021 and the remainder in fiscal 2020. The plan is complete and no future costs related to this plan are expected. In the second quarter of fiscal 2020, the Company initiated a reorganization of the Global Sales and Product teams. The reor ganization activities occurred primarily in the North America business with additional costs incurred internationally. To dat e, the Company has recorded a total of $2.6 million in pre-tax restructuring expense related to this plan. The reorganiz ation is complete and no future costs related to this plan are expected. The following table provides an analysis of the changes in the restructuring costs reserve for the above plans for the three months ended August 28, 2021: (In millions) Severance and Employee-Related Exit or Disposal Activities Total May 29, 2021 $ 0.9 $ 0.6 $ 1.5 Restructuring Costs — — — Amounts Paid (0.3) — (0.3) August 28, 2021 $ 0.6 $ 0.6 $ 1.2 In the fourth quarter of fiscal 2020, the Company announced a restructuring pl an (“May 2020 restructuring plan") to substantially reduce expenses in response to the impact of the COVID-19 pandemic and related restrictions. These activities included voluntary and involuntary reductions in its North American and International workforces. Combined, these actions resulted in the elimination of approximately 400 full-time positions throughout the Company in various businesses and functions. As the result of these actions, the Company projects an annualized expense reduction of approximately $40 million. To date, the Company incurred severance and related charges of $18.7 million with $3.4 million recognized in fiscal 2021 and the remainder in fiscal 2020. No material future restructuring costs related to the plan are expected and t he remaining amounts will be paid in fiscal 2022. The following table provides an analysis of the changes in the restructuring cost reserve for the May 2020 restructuring plan for the three months ended August 28, 2021: (In millions) Severance and Employee-Related May 29, 2021 $ 1.0 Restructuring Costs — Amounts Paid (0.5) August 28, 2021 $ 0.5 The following is a summary of restructuring expenses by segment for the periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract $ — $ 1.6 International Contract — (2.8) Retail — — Knoll — — Total $ — $ (1.2) |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Aug. 28, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company previously held a long-term note receivable with a third-party dealer that was deemed to be a variable interest in a variable interest entity. The carrying value of this long-term note receivable was $1.2 million as of May 29, 2021 and was paid in full during the quarter ended August 28, 2021. The Company was not deemed to be the primary beneficiary of the variable interest entity as the entity controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations. |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Policies) | 3 Months Ended |
Aug. 28, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Basis of Presentation | Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by Herman Miller, Inc. (“the Company”) in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") 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 footnotes required by U.S. GAAP for complete financial statements. Management believes the disclosures made in this document are adequate with respect to interim reporting requirements. Unless otherwise noted or indicated by the context, all references to "Herman Miller," "MillerKnoll," "Herman Miller Group," "we," "our," "Company" and similar references are to Herman Miller, Inc., its predecessors, and controlled subsidiaries. |
Intercompany Transactions | All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. |
Segment Reorganization | Segment Reorganization Effective as of May 30, 2021, the beginning of fiscal year 2022, the Company implemented an organizational change that resulted in a change in the reportable segments. The Company has recast historical results to reflect this change. Below is a description of each reportable segment. Intersegment sales are eliminated within each segment, with the exception of sales to and from the Knoll segment, which are presented as intersegment eliminations. • Global Retail – reflects the legacy North America Retail segment and now includes International Retail • Americas Contract ("Americas") – reflects the legacy Herman Miller North America Contract segment combined with Latin America and Design Within Reach Contract • International Contract ("International") – reflects global Contract activity outside the Americas, excluding the international activity of Knoll • Knoll – the Knoll segment includes the global operations associated with the design, manufacture, and sale of furniture products within the Knoll constellation of brands. The acquired Knoll business will initially be reflected as a stand-alone segment. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On May 30, 2021, the Company adopted ASU No. 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." This update eliminates, adds and clarifies certain disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. The eliminated disclosures include (a) the amounts in accumulated other comprehensive income expected to be recognized in net periodic benefit costs over the next fiscal year and (b) the effects of a one percentage point change in assumed health care cost trend rates on the net periodic benefit costs and the benefit obligation for post-retirement health care benefits. Additional disclosures include descriptions of significant gains and losses affecting the benefit obligation for the period. The adoption of this guidance did not have a material effect on our consolidated financial statements and additional disclosures will be made in our annual report. On May 30, 2021, the Company adopted ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This update removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The update also adds guidance to reduce complexity in certain areas. The adoption of this guidance did not have a material impact on the Company's financial statements. Recently Issued Accounting Standards Not Yet Adopted The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards B oard ("FASB") for consideration of their applicability to our consolidated financial statements. We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact. |
Inventories, net | Inventories are valued at the lower of cost or market and include material, labor, and overhead. Certain inventories within our United States-based manufacturing operations are valued using the last-in, first-out (LIFO) method. Inventories of all other operations are valued using the first-in, first-out (FIFO) method. |
Share-Based Compensation | Certain of the Company's equity-based compensation awards contain provisions that allow for continued vesting into retirement. Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service. |
Fair Value of Financial Instruments | The cost of securities sold is based on the specific identification method; realized gains and losses resulting from such sales are included in the Condensed Consolidated Statements of Comprehensive Income within "Other expense (income), net". |
Marketable Securities | The Company views its equity and fixed income mutual funds as available for use in its current operations. Accordingly, the investments are recorded within Current Assets within the Condensed Consolidated Balance Sheets. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Foreign Currency Forward Contracts The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures. Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. Foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. Foreign currency forward contracts generally settle within 30 days and are not used for trading purposes. These forward contracts are not designated as hedging instruments. Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income. The balance sheet classification for the fair values of these forward contracts is to "Other current assets" for unrealized gains and to "Other accrued liabilities" for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to "Other (income) expense, net", for both realized and unrealized gains and losses. Interest Rate Swaps The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing. The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts. The notional amount of the interest rate swap agreements is used to measure interest to be paid or received. The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense. The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of August 28, 2021. Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of "Accumulated other comprehensive loss, net of tax." The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings. The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenue disaggregated by contract type is provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net Sales: Single performance obligation Product revenue $ 736.3 $ 543.3 Multiple performance obligations Product revenue 49.6 78.4 Service revenue 1.9 3.1 Other 1.9 2.0 Total $ 789.7 $ 626.8 Revenue disaggregated by product type and reportable segment is provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract: Workplace $ 176.4 $ 213.7 Performance Seating 84.9 86.7 Lifestyle 32.7 32.8 Other 31.3 36.9 Total Americas Contract $ 325.3 $ 370.1 International Contract: Workplace $ 25.7 $ 31.7 Performance Seating 49.2 43.7 Lifestyle 22.5 17.8 Other 1.6 0.8 Total International Contract $ 99.0 $ 94.0 Retail: Workplace $ 3.5 $ 2.3 Performance Seating 61.1 57.6 Lifestyle 147.6 103.0 Other 0.4 (0.2) Total Retail $ 212.6 $ 162.7 Knoll: Workplace $ 75.2 $ — Performance Seating 12.1 — Lifestyle 56.4 — Other 12.7 — Total Knoll $ 156.4 $ — Intersegment sales elimination $ (3.6) $ — Total $ 789.7 $ 626.8 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Leases [Abstract] | |
Summary of Lease Expense Components | The components of lease expense are provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Operating lease costs $ 17.9 $ 11.0 Short-term lease costs 1.6 0.8 Variable lease costs* 2.5 1.6 Total $ 22.0 $ 13.4 *Not included in the table above for the three months ended August 28, 2021 and August 29, 2020 are variable lease costs of $20.7 million and $16.9 million, respectively, for raw material purchases under certain supply arrangements that the Company has determined meet the definition of a lease. Supplemental cash flow and other information related to leases are provided in the table below: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Operating cash flows used for operating leases $ 16.7 $ 11.1 Right-of-use assets obtained in exchange for new liabilities $ 20.0 $ 11.4 |
Summary of Future Estimated Minimum Lease Payments | The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table: (In millions) 2022 $ 88.5 2023 83.5 2024 74.3 2025 65.8 2026 50.3 Thereafter 153.8 Total lease payments* $ 516.2 Less interest 38.8 Present value of lease liabilities $ 477.4 *Lease payments exclude $3.9 million of legally binding minimum lease payments for leases signed but not yet commenced. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Fair Value of Consideration Transferred | The preliminary acquisition date fair value of the consideration transferred for Knoll was approximately $1,887.3 million, which consisted of the following (in millions, except share amounts): Knoll Shares Herman Miller Shares Exchanged Fair Value Cash Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 $ 543.9 Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 184,857 1.4 Total number of Knoll shares for cash consideration 49,629,682 Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021 169,165 254.4 Consideration for payment to settle Knoll's outstanding debt 376.9 Share Consideration: Shares of Knoll Common Stock issued and outstanding at July 19, 2021 49,444,825 Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 74,857 Total number of Knoll shares for share consideration 49,519,682 15,843,921 688.3 Replacement Share-Based Awards: Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 2021 22.4 Total preliminary acquisition date fair value of consideration transferred $ 1,887.3 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition: (In millions) Fair Value Cash $ 88.0 Accounts receivable 82.3 Inventories 224.4 Other current assets 37.9 Property and equipment 292.1 Right-of-use assets 202.7 Intangible assets 770.4 Goodwill 925.9 Other noncurrent assets 22.7 Total assets acquired 2,646.4 Accounts payable 150.7 Other current liabilities 131.9 Lease liabilities 177.8 Other liabilities 298.8 Total liabilities assumed 759.2 Net Assets Acquired $ 1,887.2 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the acquisition date: (In millions) Valuation Method Useful Life (years) Fair Value Backlog Multi-Period Excess Earnings Less than 1 Year $ 53.4 Trade name - indefinite lived Relief from Royalty Indefinite 397.0 Trade name - amortizing Relief from Royalty 5-10 Years 23.0 Designs Relief from Royalty 9-15 years 29.0 Customer Relationships Multi-Period Excess Earnings 2-15 years 268.0 Total $ 770.4 |
Schedule of Business Acquisition, Pro Forma Information | Accordingly, such amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the date indicated or that may result in the future. Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net sales $ 943.9 $ 891.8 Net earnings attributable to Herman Miller, Inc. $ (30.2) $ 30.9 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (In millions) August 28, 2021 May 29, 2021 Finished goods and work in process $ 329.1 $ 166.7 Raw materials 117.1 46.9 Total $ 446.2 $ 213.6 |
Goodwill and Indefinite-lived_2
Goodwill and Indefinite-lived Intangibles (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Goodwill and Indefinite-lived Intangibles [Abstract] | |
Schedule of Goodwill and Indefinite-lived Intangibles | Goodwill and other indefinite-lived intangible assets included in the Condensed Consolidated Balance Sheets consisted of the following as of August 28, 2021 and May 29, 2021: (In millions) Goodwill Indefinite-lived Intangible Assets May 29, 2021 $ 364.2 $ 97.6 Foreign currency translation adjustments (6.2) (1.5) Acquisition of Knoll 925.9 396.9 August 28, 2021 $ 1,283.9 $ 493.0 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Employee Benefit Plans [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans: Pension Benefits Three Months Ended August 28, 2021 Three Months Ended August 29, 2020 (In millions) Domestic International Domestic International Service cost $ 0.1 $ — $ — $ — Interest cost 0.5 0.8 — 0.7 Expected return on plan assets (1) (1.0) (1.8) — (1.4) Net amortization loss — 1.7 — 1.6 Net periodic benefit cost $ (0.4) $ 0.7 $ — $ 0.9 (1) The weighted-average expected long-term rate of return on plan assets is 4.98%. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table reconciles the numerators and denominators used in the calculations of basic and diluted earnings per share ("EPS") for the three months ended: Three Months Ended August 28, 2021 August 29, 2020 Numerators : Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc. - in millions $ (61.5) $ 73.0 Denominators : Denominator for basic EPS, weighted-average common shares outstanding 66,302,214 58,831,305 Potentially dilutive shares resulting from stock plans — 132,963 Denominator for diluted EPS 66,302,214 58,964,268 Antidilutive equity awards not included in weighted-average common shares - diluted 1,328,275 1,096,907 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Stock-Based Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Stock-based compensation expense $ 15.1 $ 1.5 Related income tax effect $ 3.7 $ 0.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies | The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was: (In millions) August 28, 2021 May 29, 2021 Liability for interest and penalties $ 0.9 $ 0.9 Liability for uncertain tax positions, current $ 2.8 $ 2.1 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Long-term Debt Instruments | The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated: (In millions) August 28, 2021 May 29, 2021 Carrying value $ 1,342.9 $ 277.1 Fair value $ 1,317.2 $ 284.8 |
Assets and Liabilities Measured at Fair Value and Recorded in Net Earnings | The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of August 28, 2021 and May 29, 2021. (In millions) August 28, 2021 May 29, 2021 Financial Assets NAV Quoted Prices with Other NAV Quoted Prices with Other Cash equivalents: Money market funds $ 15.1 $ — $ 162.2 $ — Mutual funds - equity — 0.8 — 0.8 Foreign currency forward contracts — 0.1 — 1.6 Deferred compensation plan — 17.7 — 16.1 Total $ 15.1 $ 18.6 $ 162.2 $ 18.5 Financial Liabilities Foreign currency forward contracts $ — $ 1.1 $ — $ 0.1 Total $ — $ 1.1 $ — $ 0.1 |
Assets and Liabilities Measured at Fair Value and Recorded in Other Comprehensive Income | The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of August 28, 2021 and May 29, 2021. (In millions) August 28, 2021 May 29, 2021 Financial Assets Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2) Mutual funds - fixed income $ 7.2 $ 6.9 Total $ 7.2 $ 6.9 Financial Liabilities Interest rate swap agreement $ 15.7 $ 14.4 Total $ 15.7 $ 14.4 |
Unrealized Gain (Loss) on Investments | The following is a summary of the carrying and market values of the Company's fixed income mutual funds and equity mutual funds as of the dates indicated: August 28, 2021 May 29, 2021 (In millions) Cost Unrealized Market Cost Unrealized Market Mutual funds - fixed income $ 7.2 $ — $ 7.2 $ 6.9 $ — $ 6.9 Mutual funds - equity 0.5 0.3 0.8 0.5 0.3 0.8 Total $ 7.7 $ 0.3 $ 8.0 $ 7.4 $ 0.3 $ 7.7 |
Schedule of Interest Rate Derivatives | As of August 28, 2021, the Company had the following two outstanding interest rate swap agreements: (In millions) Notional Amount Forward Start Date Termination Date Effective Fixed Interest Rate September 2016 Interest Rate Swap $ 150.0 January 3, 2018 January 3, 2028 1.949 % June 2017 Interest Rate Swap $ 75.0 January 3, 2018 January 3, 2028 2.387 % The following table summarizes the effects of the interest rate swap agreements for the three months ended: Three Months Ended (In millions) August 28, 2021 August 29, 2020 (Loss) gain recognized in Other comprehensive loss (effective portion) $ (1.0) $ 0.3 (Loss) reclassified from Accumulated other comprehensive loss into earnings $ (0.8) $ (1.1) |
Redeemable Noncontrolling Interest | Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 28, 2021 and August 29, 2020 are as follows: (In millions) August 28, 2021 August 29, 2020 Beginning Balance $ 77.0 $ 50.4 Net income attributable to redeemable noncontrolling interests 1.6 0.4 Distributions to redeemable noncontrolling interests (3.9) — Cumulative translation adjustments attributable to redeemable noncontrolling interests 0.5 2.6 Foreign currency translation adjustments (2.6) 3.8 Ending Balance $ 72.6 $ 57.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | Changes in the warranty reserve for the stated periods were as follows: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Accrual Balance — beginning $ 60.1 $ 59.2 Accrual for warranty matters 5.4 4.6 Settlements and adjustments (5.8) (3.5) Acquired through business acquisition 10.1 — Accrual Balance — ending $ 69.8 $ 60.3 |
Short-Term Borrowings and Lon_2
Short-Term Borrowings and Long-Term Debt (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Short-term borrowings and long-term debt as of August 28, 2021 and May 29, 2021 consisted of the following: (In millions) August 28, 2021 May 29, 2021 Debt securities, 4.95%, due May 20, 2030 $ — $ 49.9 Syndicated revolving line of credit, due August 2024 — 225.0 Syndicated revolving line of credit, due July 2026 315.0 — Term Loan A, 1.5625%, due July 2026 400.0 — Term Loan B, 2.0625%, due July 2028 625.0 — Supplier financing program 2.9 2.2 Total debt $ 1,342.9 $ 277.1 Less: Unamortized discount and issuance costs (21.9) — Less: Current portion of long-term debt (22.6) (2.2) Long-term debt $ 1,298.4 $ 274.9 |
Schedule of Line of Credit Facilities | Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated: (In millions) August 28, 2021 May 29, 2021 Syndicated revolving line of credit borrowing capacity $ 725.0 $ 500.0 Less: Borrowings under the syndicated revolving line of credit 315.0 225.0 Less: Outstanding letters of credit 15.4 9.8 Available borrowings under the syndicated revolving line of credit $ 394.6 $ 265.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 28, 2021 and August 29, 2020: (In millions) Cumulative Translation Adjustments Pension and Other Post-retirement Benefit Plans Unrealized Interest Rate Swap Agreement Accumulated Other Comprehensive Loss Balance at May 29, 2021 $ (3.9) $ (50.4) $ — $ (10.8) $ (65.1) Other comprehensive (loss) income, net of tax before reclassifications (16.5) — — (0.2) (16.7) Reclassification from accumulated other comprehensive loss - Other, net — 2.5 — (0.8) 1.7 Tax benefit — (0.2) — — (0.2) Net reclassifications — 2.3 — (0.8) 1.5 Net current period other comprehensive (loss) income (16.5) 2.3 — (1.0) (15.2) Balance at August 28, 2021 $ (20.4) $ (48.1) $ — $ (11.8) $ (80.3) Balance at May 30, 2020 $ (56.0) $ (59.2) $ 0.1 $ (18.9) $ (134.0) Other comprehensive income (loss), net of tax before reclassifications 27.5 — (0.1) 1.4 28.8 Reclassification from accumulated other comprehensive loss - Other, net — 1.4 — (1.1) 0.3 Tax benefit — (0.2) — — (0.2) Net reclassifications — 1.2 — (1.1) 0.1 Net current period other comprehensive income (loss) 27.5 1.2 (0.1) 0.3 28.9 Balance at August 29, 2020 $ (28.5) (58.0) $ — $ (18.6) $ (105.1) |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following is a summary of certain key financial measures for the respective periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Net Sales: Americas Contract $ 325.3 $ 370.1 International Contract 99.0 94.0 Global Retail 212.6 162.7 Knoll 156.4 — Intersegment Eliminations (3.6) — Total $ 789.7 $ 626.8 Operating Earnings (Loss): Americas Contract $ 10.5 $ 57.9 International Contract 11.3 16.2 Global Retail 27.8 31.5 Knoll (53.6) — Corporate (48.8) (10.2) Total $ (52.8) $ 95.4 |
Restructuring Expense (Tables)
Restructuring Expense (Tables) | 3 Months Ended |
Aug. 28, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the three months ended August 28, 2021: (In millions) Severance and Employee Benefit Exit and Disposal Activities Total May 29, 2021 $ — $ — $ — Integration Costs 30.5 — 30.5 Amounts Paid (14.9) — (14.9) Non-cash costs (10.4) — (10.4) August 28, 2021 $ 5.2 $ — $ 5.2 The following is a summary of integration expenses by segment for the periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract $ 1.0 $ — International Contract — — Retail — — Knoll 29.4 — Corporate 25.2 — Total $ 55.6 $ — The following table provides an analysis of the changes in the restructuring costs reserve for the above plans for the three months ended August 28, 2021: (In millions) Severance and Employee-Related Exit or Disposal Activities Total May 29, 2021 $ 0.9 $ 0.6 $ 1.5 Restructuring Costs — — — Amounts Paid (0.3) — (0.3) August 28, 2021 $ 0.6 $ 0.6 $ 1.2 The following table provides an analysis of the changes in the restructuring cost reserve for the May 2020 restructuring plan for the three months ended August 28, 2021: (In millions) Severance and Employee-Related May 29, 2021 $ 1.0 Restructuring Costs — Amounts Paid (0.5) August 28, 2021 $ 0.5 The following is a summary of restructuring expenses by segment for the periods indicated: Three Months Ended (In millions) August 28, 2021 August 29, 2020 Americas Contract $ — $ 1.6 International Contract — (2.8) Retail — — Knoll — — Total $ — $ (1.2) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenue Disaggregated By Contract Type (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net Sales: | $ 789.7 | $ 626.8 |
Single performance obligation | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 736.3 | 543.3 |
Multiple performance obligations | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 49.6 | 78.4 |
Multiple performance obligations | Service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 1.9 | 3.1 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | $ 1.9 | $ 2 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Revenue Disaggregated By Product Type And Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net Sales: | $ 789.7 | $ 626.8 |
Intersegment Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | (3.6) | 0 |
Americas Contract: | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 325.3 | 370.1 |
Americas Contract: | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 176.4 | 213.7 |
Americas Contract: | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 84.9 | 86.7 |
Americas Contract: | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 32.7 | 32.8 |
Americas Contract: | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 31.3 | 36.9 |
International Contract: | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 99 | 94 |
International Contract: | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 25.7 | 31.7 |
International Contract: | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 49.2 | 43.7 |
International Contract: | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 22.5 | 17.8 |
International Contract: | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 1.6 | 0.8 |
Retail: | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 212.6 | 162.7 |
Retail: | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 3.5 | 2.3 |
Retail: | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 61.1 | 57.6 |
Retail: | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 147.6 | 103 |
Retail: | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 0.4 | (0.2) |
Knoll | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 156.4 | 0 |
Knoll | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 75.2 | 0 |
Knoll | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 12.1 | 0 |
Knoll | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | 56.4 | 0 |
Knoll | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales: | $ 12.7 | $ 0 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions | Jul. 19, 2021 | Aug. 28, 2021 | Aug. 29, 2020 |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, liability, net sales | $ 41.1 | $ 18.1 | |
Contract with customer, liability, increase (decrease) for contract acquired in business combination | $ 55.5 |
Leases - Summary of Lease Expen
Leases - Summary of Lease Expense Components (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 17.9 | $ 11 |
Short-term lease costs | 1.6 | 0.8 |
Variable lease costs | 2.5 | 1.6 |
Total | 22 | 13.4 |
Variable lease costs | $ 20.7 | $ 16.9 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Leases [Abstract] | ||
Lease liabilities, noncurrent | $ 376.2 | $ 196.9 |
Weighted average remaining lease term | 7 years | |
Weighted average discount rate, percent | 2.40% |
Leases - Summary of Future Esti
Leases - Summary of Future Estimated Minimum Lease Payments (Details) $ in Millions | Aug. 28, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 88.5 |
2023 | 83.5 |
2024 | 74.3 |
2025 | 65.8 |
2026 | 50.3 |
Thereafter | 153.8 |
Total lease payments | 516.2 |
Less interest | 38.8 |
Present value of lease liabilities | 477.4 |
Lease payments | $ 3.9 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Leases [Abstract] | ||
Operating cash flows used for operating leases | $ 16.7 | $ 11.1 |
Right-of-use assets obtained in exchange for new liabilities | $ 20 | $ 11.4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Millions | Jul. 19, 2021USD ($)$ / shares | Aug. 28, 2021USD ($) | Aug. 28, 2021USD ($) | Aug. 29, 2020USD ($) | May 29, 2021USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,283.9 | $ 1,283.9 | $ 364.2 | ||
Net (loss) earnings | $ (59.9) | $ 73.4 | |||
Knoll | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 26.7 | ||||
Number of shares of Herman Miller stock to be issued for each issued and outstanding share of Knoll | 0.32 | ||||
Business acquisition, share price (in dollar per share) | $ / shares | $ 11 | ||||
Aggregate cash paid to acquire business | $ 1,176.6 | ||||
Fair value of replacement share awards | 53.4 | ||||
Amount preliminarily allocated to purchase price | 22.4 | ||||
Amount allocated to future services and to be expensed over remaining service periods | 31 | ||||
Goodwill | 925.9 | ||||
Revenues | 156.4 | ||||
Net (loss) earnings | $ 45.9 | ||||
Knoll | Knoll | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 925.9 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions by Acquisition, Fair Value of Consideration Transferred (Details) - USD ($) $ in Millions | Jul. 19, 2021 | Aug. 28, 2021 | May 29, 2021 |
Business Acquisition [Line Items] | |||
Shares of Knoll common stock issued and outstanding at July 19, 2021 (in shares) | 75,784,091 | 59,029,165 | |
Shares of Knoll common stock issued and outstanding at July 19, 2021 (in shares) | 75,784,091 | 59,029,165 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Knoll | |||
Business Acquisition [Line Items] | |||
Shares of Knoll common stock issued and outstanding at July 19, 2021 (in shares) | 49,444,825 | ||
Shares of Knoll common stock issued and outstanding at July 19, 2021 (in shares) | 49,444,825 | ||
Shares of Knoll Common Stock issued and outstanding at July 19, 2021 | $ 543.9 | ||
Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 (in shares) | 184,857 | ||
Knoll equivalent shares for outstanding option awards, outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 | $ 1.4 | ||
Total number of Knoll shares for cash consideration (in shares) | 49,629,682 | ||
Preferred stock, shares issued (in shares) | 169,165 | ||
Preferred Stock, Shares Outstanding | 169,165 | ||
Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021 | $ 254.4 | ||
Total number of Knoll shares for share consideration (in shares) | 49,519,682 | ||
Knoll | Restricted stock | |||
Business Acquisition [Line Items] | |||
Knoll equivalent shares for outstanding awards of restricted common stock held by non-employee directors and outstanding awards of performance units held by individuals who are former employees of Knoll and remain eligible to vest at July 19, 2021 (in shares) | 74,857 | ||
Knoll | |||
Business Acquisition [Line Items] | |||
Consideration for payment to settle Knoll's outstanding debt | $ 376.9 | ||
Total number of Knoll shares for share consideration (in shares) | 15,843,921 | ||
Total number of Knoll shares for share consideration | $ 688.3 | ||
Outstanding awards of Knoll Restricted Stock and Performance units relating to Knoll Common Stock at July 19, 2021 | 22.4 | ||
Total preliminary acquisition date fair value of consideration transferred | $ 1,887.3 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Aug. 28, 2021 | Jul. 19, 2021 | May 29, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,283.9 | $ 364.2 | |
Knoll | |||
Business Acquisition [Line Items] | |||
Cash | $ 88 | ||
Accounts receivable | 82.3 | ||
Inventories | 224.4 | ||
Other current assets | 37.9 | ||
Property and equipment | 292.1 | ||
Right-of-use assets | 202.7 | ||
Intangible assets | 770.4 | ||
Goodwill | 925.9 | ||
Other noncurrent assets | 22.7 | ||
Total assets acquired | 2,646.4 | ||
Accounts payable | 150.7 | ||
Other current liabilities | 131.9 | ||
Lease liabilities | 177.8 | ||
Other liabilities | 298.8 | ||
Total liabilities assumed | 759.2 | ||
Net Assets Acquired | $ 1,887.2 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Millions | Jul. 19, 2021 | Aug. 28, 2021 |
Business Acquisition [Line Items] | ||
Trade name - indefinite lived | $ 396.9 | |
Knoll | ||
Business Acquisition [Line Items] | ||
Total | $ 770.4 | |
Knoll | Trade name - indefinite lived | ||
Business Acquisition [Line Items] | ||
Trade name - indefinite lived | $ 397 | |
Knoll | Backlog | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 1 year | |
Fair value of finite-lived intangible assets | $ 53.4 | |
Knoll | Trade name - indefinite lived | ||
Business Acquisition [Line Items] | ||
Fair value of finite-lived intangible assets | $ 23 | |
Knoll | Trade name - indefinite lived | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 5 years | |
Knoll | Trade name - indefinite lived | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 10 years | |
Knoll | Designs | ||
Business Acquisition [Line Items] | ||
Fair value of finite-lived intangible assets | $ 29 | |
Knoll | Designs | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 9 years | |
Knoll | Designs | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 15 years | |
Knoll | Customer Relationships | ||
Business Acquisition [Line Items] | ||
Fair value of finite-lived intangible assets | $ 268 | |
Knoll | Customer Relationships | Minimum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 2 years | |
Knoll | Customer Relationships | Maximum | ||
Business Acquisition [Line Items] | ||
Useful Life (years) | 15 years |
Acquisitions - Schedule of Bu_2
Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net sales | $ 943.9 | $ 891.8 |
Net earnings attributable to Herman Miller, Inc. | $ (30.2) | $ 30.9 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventory, Current (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods and work in process | $ 329.1 | $ 166.7 |
Raw materials | 117.1 | 46.9 |
Total | $ 446.2 | $ 213.6 |
Goodwill and Indefinite-lived_3
Goodwill and Indefinite-lived Intangibles - Schedule of Goodwill and Indefinite-lived Intangibles (Details) $ in Millions | 3 Months Ended |
Aug. 28, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning | $ 364.2 |
Foreign currency translation adjustments | (6.2) |
Acquisition of Knoll | 925.9 |
Goodwill, ending | 1,283.9 |
Indefinite-lived Intangible Assets [Roll Forward] | |
Indefinite-Lived Intangible Assets, beginning | 97.6 |
Foreign currency translation adjustments | (1.5) |
Acquisition of Knoll | 396.9 |
Indefinite-Lived Intangible Assets, ending | $ 493 |
Goodwill and Indefinite-lived_4
Goodwill and Indefinite-lived Intangibles - Additional Information (Details) - USD ($) $ in Millions | Aug. 28, 2021 | Jul. 19, 2021 | May 29, 2021 | Mar. 31, 2021 |
Goodwill [Line Items] | ||||
Goodwill | $ 1,283.9 | $ 364.2 | ||
Indefinite-lived intangibles | 493 | $ 97.6 | ||
Knoll | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 925.9 | |||
HAY trade name | ||||
Goodwill [Line Items] | ||||
Indefinite-lived intangibles | $ 41.7 | |||
Indefinite-lived intangible assets (excluding goodwill), fair value disclosure | 43.8 | |||
Reporting unit, amount of fair value in excess of carrying amount | $ 2.1 | |||
Reporting unit, percentage of fair value in excess of carrying amount | 5.00% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - Pension Plan - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Defined Benefit Plan Disclosure | ||
Weighted average expected long-term rate of return on plan assets (percent) | 498.00% | |
Domestic | ||
Defined Benefit Plan Disclosure | ||
Service cost | $ 0.1 | $ 0 |
Interest cost | 0.5 | 0 |
Expected return on plan assets | (1) | 0 |
Net amortization loss | 0 | 0 |
Net periodic benefit cost | (0.4) | 0 |
International | ||
Defined Benefit Plan Disclosure | ||
Service cost | 0 | 0 |
Interest cost | 0.8 | 0.7 |
Expected return on plan assets | (1.8) | (1.4) |
Net amortization loss | 1.7 | 1.6 |
Net periodic benefit cost | $ 0.7 | $ 0.9 |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Earnings Per Share [Abstract] | ||
Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc. - in millions | $ (61.5) | $ 73 |
Denominator for basic EPS, weighted-average common shares outstanding (in shares) | 66,302,214 | 58,831,305 |
Potentially dilutive shares resulting from stock plans (in shares) | 0 | 132,963 |
Denominator for diluted EPS (in shares) | 66,302,214 | 58,964,268 |
Antidilutive equity awards not included in weighted-average common shares - diluted (in shares) | 1,328,275 | 1,096,907 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Stock-Based Compensation [Abstract] | ||
Stock-based compensation expense | $ 15.1 | $ 1.5 |
Related income tax effect | $ 3.7 | $ 0.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 15.30% | 22.00% |
Income Taxes - Schedule of Unce
Income Taxes - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Income Tax Disclosure [Abstract] | ||
Liability for interest and penalties | $ 0.9 | $ 0.9 |
Liability for uncertain tax positions, current | $ 2.8 | $ 2.1 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | $ 1,298.4 | $ 274.9 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 1,342.9 | 277.1 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 1,317.2 | $ 284.8 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, fair value, discount rate | 2.50% | |
Contingent consideration obligation | $ 13.5 | |
Market Value | 8 | $ 7.7 |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration obligation | 13.8 | |
Mutual funds - equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Market Value | 0.8 | 0.8 |
Mutual funds - fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Market Value | 7.2 | 6.9 |
NAV | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds - equity | 0 | 0 |
Deferred compensation plan | 0 | 0 |
Total | 15.1 | 162.2 |
Foreign currency forward contracts - liability | 0 | 0 |
Total | 0 | 0 |
NAV | Fair Value, Measurements, Recurring | Other Current Assets | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts - asset | 0 | 0 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 17.7 | 16.1 |
Total | 18.6 | 18.5 |
Total | 1.1 | 0.1 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts - liability | 1.1 | 0.1 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Other Current Assets | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts - asset | 0.1 | 1.6 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Other Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Market Value | 7.2 | 6.9 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Other Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Market Value | 15.7 | 14.4 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Other Liabilities | Interest rate swap agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreement - liability | 15.7 | 14.4 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Mutual funds - equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mutual funds - equity | 0.8 | 0.8 |
Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | Mutual funds - fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Market Value | 7.2 | 6.9 |
Money market funds | NAV | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 15.1 | 162.2 |
Money market funds | Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Unrea
Fair Value Measurements - Unrealized Gain (Loss) on Investments (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | $ 7.7 | $ 7.4 |
Unrealized Gain/(Loss) | 0.3 | 0.3 |
Market Value | 8 | 7.7 |
Mutual funds - fixed income | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 7.2 | 6.9 |
Unrealized Gain/(Loss) | 0 | 0 |
Market Value | 7.2 | 6.9 |
Mutual funds - equity | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 0.5 | 0.5 |
Unrealized Gain/(Loss) | 0.3 | 0.3 |
Market Value | $ 0.8 | $ 0.8 |
Fair Value Measurements - Inter
Fair Value Measurements - Interest Rate Swap (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Derivative [Line Items] | ||
(Loss) gain recognized in Other comprehensive loss (effective portion) | $ (1) | $ 0.3 |
(Loss) reclassified from Accumulated other comprehensive loss into earnings | (0.8) | $ (1.1) |
September 2016 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 150 | |
Effective Fixed Interest Rate | 1.949% | |
June 2017 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 75 | |
Effective Fixed Interest Rate | 2.387% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 3 Months Ended | ||
Aug. 28, 2021USD ($)derivative_instrument | Aug. 29, 2020USD ($) | May 29, 2021USD ($) | |
Derivative [Line Items] | |||
Number of outstanding interest rate swap agreements | derivative_instrument | 2 | ||
Gain (loss) recognized in earnings for hedge ineffectiveness | $ 0 | $ 0 | |
Derivative instruments, gain (loss) reclassification from accumulated oci to income, estimated gross amount to be transferred | (4,500,000) | (4,500,000) | |
Net of tax | (3,400,000) | $ (3,400,000) | |
Interest rate swap agreement | Other Liabilities | Quoted Prices with Other Observable Inputs (Level 2) | Fair Value, Measurements, Recurring | |||
Derivative [Line Items] | |||
Interest rate swap agreement - liability | $ 15,700,000 | $ 14,400,000 |
Fair Value Measurements - Redee
Fair Value Measurements - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | ||
Redeemable Noncontrolling Interests, Beginning | $ 77 | |
Net income attributable to redeemable noncontrolling interests | 1.6 | $ 0.4 |
Redeemable Noncontrolling Interests, Ending | 72.6 | |
HAY | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Redeemable Noncontrolling Interests, Beginning | 77 | 50.4 |
Net income attributable to redeemable noncontrolling interests | 1.6 | 0.4 |
Distributions to redeemable noncontrolling interests | (3.9) | 0 |
Cumulative translation adjustments attributable to redeemable noncontrolling interests | 0.5 | 2.6 |
Foreign currency translation adjustments | (2.6) | 3.8 |
Redeemable Noncontrolling Interests, Ending | $ 72.6 | $ 57.2 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Aug. 28, 2021 | May 29, 2021 | |
Performance Guarantee | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, maximum exposure, undiscounted | $ 7,300,000 | |
Guarantor obligations, carrying value | $ 0 | $ 0 |
Performance Guarantee | Minimum | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, term | one year | |
Performance Guarantee | Maximum | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, term | three years | |
Financial Standby Letter of Credit | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, maximum exposure, undiscounted | $ 15,400,000 | |
Guarantor obligations, carrying value | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Product Warranty Liability (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrual Balance — beginning | $ 60.1 | $ 59.2 |
Accrual for warranty matters | 5.4 | 4.6 |
Settlements and adjustments | (5.8) | (3.5) |
Acquired through business acquisition | 10.1 | 0 |
Accrual Balance — ending | $ 69.8 | $ 60.3 |
Short-Term Borrowings and Lon_3
Short-Term Borrowings and Long-Term Debt - Schedule of Long Term Debt Instruments (Details) - USD ($) $ in Millions | Aug. 28, 2021 | May 29, 2021 |
Debt Instrument [Line Items] | ||
Supplier financing program | $ 2.9 | $ 2.2 |
Total debt | 1,342.9 | 277.1 |
Less: Unamortized discount and issuance costs | (21.9) | 0 |
Less: Current portion of long-term debt | (22.6) | (2.2) |
Long-term debt | $ 1,298.4 | 274.9 |
Term Loan A, Due July 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 1.5625% | |
Debt securities | $ 400 | 0 |
Term Loan B, Due July 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 2.0625% | |
Debt securities | $ 625 | 0 |
Syndicated Revolving Line of Credit | Syndicated revolving line of credit, due August 2024 | ||
Debt Instrument [Line Items] | ||
Less: Borrowings under the syndicated revolving line of credit | 0 | 225 |
Syndicated Revolving Line of Credit | Syndicated Revolving Line of Credit, due July 2026 | ||
Debt Instrument [Line Items] | ||
Less: Borrowings under the syndicated revolving line of credit | $ 315 | 0 |
Debt securities, 4.95%, due May 20, 2030 | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 4.95% | |
Debt securities | $ 0 | $ 49.9 |
Short-Term Borrowings and Lon_4
Short-Term Borrowings and Long-Term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2021USD ($)loan | Aug. 28, 2021USD ($) | Aug. 29, 2020USD ($) | Jun. 30, 2021USD ($) | May 29, 2021USD ($) | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 13,400,000 | $ 0 | |||
Term Loan A, Due July 2026 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 5 years | ||||
Debt instrument, face amount | $ 400,000,000 | ||||
Term Loan B, Due July 2028 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 7 years | ||||
Debt instrument, face amount | $ 625,000,000 | ||||
Private Placement Notes | Notes | |||||
Debt Instrument [Line Items] | |||||
Number of debt instruments | loan | 2 | ||||
Repayments of long-term debt | $ 64,000,000 | ||||
Loss on extinguishment of debt | 13,400,000 | ||||
Syndicated Revolving Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Syndicated revolving line of credit borrowing capacity | $ 725,000,000 | $ 725,000,000 | $ 500,000,000 | $ 500,000,000 | |
Revolving line of credit, allowed increase in borrowing capacity | $ 250,000,000 |
Short-Term Borrowings and Lon_5
Short-Term Borrowings and Long-Term Debt - Schedule of Line of Credit Facilities (Details) - USD ($) | Aug. 28, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 29, 2021 |
Line of Credit Facility [Line Items] | ||||
Less: Outstanding letters of credit | $ 15,400,000 | $ 9,800,000 | ||
Syndicated Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Syndicated revolving line of credit borrowing capacity | 725,000,000 | $ 725,000,000 | $ 500,000,000 | 500,000,000 |
Available borrowings under the syndicated revolving line of credit | $ 394,600,000 | $ 265,200,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | $ 849.6 | |
Other comprehensive (loss) income, net of tax before reclassifications | (16) | $ 30.1 |
Other comprehensive (loss) income, net of tax before reclassifications | 0 | (0.1) |
Net current period other comprehensive (loss) income | (14.7) | 31.5 |
Balance at end of period | 1,475.6 | |
Cumulative Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (3.9) | (56) |
Other comprehensive (loss) income, net of tax before reclassifications | (16.5) | 27.5 |
Reclassification from accumulated other comprehensive loss - Other, net | 0 | 0 |
Tax benefit | 0 | 0 |
Net reclassifications | 0 | 0 |
Net current period other comprehensive (loss) income | (16.5) | 27.5 |
Balance at end of period | (20.4) | (28.5) |
Pension and Other Post-retirement Benefit Plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (50.4) | (59.2) |
Other comprehensive (loss) income, net of tax before reclassifications | 0 | 0 |
Reclassification from accumulated other comprehensive loss - Other, net | 2.5 | 1.4 |
Tax benefit | (0.2) | (0.2) |
Net reclassifications | 2.3 | 1.2 |
Net current period other comprehensive (loss) income | 2.3 | 1.2 |
Balance at end of period | (48.1) | (58) |
Unrealized Gains on Available-for-sale Securities | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | 0 | 0.1 |
Other comprehensive (loss) income, net of tax before reclassifications | 0 | |
Reclassification from accumulated other comprehensive loss - Other, net | 0 | 0 |
Tax benefit | 0 | 0 |
Net reclassifications | 0 | 0 |
Net current period other comprehensive (loss) income | 0 | (0.1) |
Balance at end of period | 0 | 0 |
Interest Rate Swap Agreement | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (10.8) | (18.9) |
Other comprehensive (loss) income, net of tax before reclassifications | (0.2) | 1.4 |
Reclassification from accumulated other comprehensive loss - Other, net | (0.8) | (1.1) |
Tax benefit | 0 | 0 |
Net reclassifications | (0.8) | (1.1) |
Net current period other comprehensive (loss) income | (1) | 0.3 |
Balance at end of period | (11.8) | (18.6) |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance at beginning of period | (65.1) | (134) |
Other comprehensive (loss) income, net of tax before reclassifications | (16.7) | 28.8 |
Reclassification from accumulated other comprehensive loss - Other, net | 1.7 | 0.3 |
Tax benefit | (0.2) | (0.2) |
Net reclassifications | 1.5 | 0.1 |
Net current period other comprehensive (loss) income | (15.2) | 28.9 |
Balance at end of period | $ (80.3) | $ (105.1) |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | |
Segment Reporting Information | ||
Net Sales: | $ 789.7 | $ 626.8 |
Operating Earnings (Loss): | (52.8) | 95.4 |
Intersegment Eliminations | ||
Segment Reporting Information | ||
Net Sales: | (3.6) | 0 |
Americas Contract | ||
Segment Reporting Information | ||
Operating Earnings (Loss): | 10.5 | 57.9 |
Americas Contract | Operating Segments | ||
Segment Reporting Information | ||
Net Sales: | 325.3 | 370.1 |
International Contract | ||
Segment Reporting Information | ||
Operating Earnings (Loss): | 11.3 | 16.2 |
International Contract | Operating Segments | ||
Segment Reporting Information | ||
Net Sales: | 99 | 94 |
Global Retail | ||
Segment Reporting Information | ||
Operating Earnings (Loss): | 27.8 | 31.5 |
Global Retail | Operating Segments | ||
Segment Reporting Information | ||
Net Sales: | 212.6 | 162.7 |
Knoll | ||
Segment Reporting Information | ||
Operating Earnings (Loss): | (53.6) | 0 |
Knoll | Operating Segments | ||
Segment Reporting Information | ||
Net Sales: | 156.4 | 0 |
Corporate | ||
Segment Reporting Information | ||
Operating Earnings (Loss): | $ (48.8) | $ (10.2) |
Restructuring and Integration_2
Restructuring and Integration Expense - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 45 Months Ended | |||
Aug. 28, 2021 | Aug. 29, 2020 | May 29, 2021 | May 30, 2020 | Jun. 01, 2019 | Feb. 27, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | $ 0 | $ (1,200,000) | ||||
Gain on disposition of assets | 3,400,000 | |||||
Knoll | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | 0 | ||||
International Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | (2,800,000) | ||||
Americas Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | 1,600,000 | ||||
Global Retail | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | 0 | ||||
Knoll Integration | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 55,600,000 | 0 | ||||
Knoll Integration | Severance and Employee-Related | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 30,500,000 | |||||
Knoll Integration | Non-Cash Debt Extinguishment Member | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 13,400,000 | |||||
Knoll Integration | Other Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 11,700,000 | |||||
Knoll Integration | Exit or Disposal Activities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | |||||
Knoll Integration | Knoll | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost | 100,000,000 | |||||
Restructuring expense | 29,400,000 | 0 | ||||
Knoll Integration | International Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | 0 | ||||
Knoll Integration | Americas Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 1,000,000 | 0 | ||||
Knoll Integration | Global Retail | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | $ 0 | ||||
Facilities Consolidation Plan | International Contract | Exit or Disposal Activities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Cost savings | 3,000,000 | |||||
Restructuring costs and asset impairment charges | 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 1,900,000 | $ 5,900,000 | |
Restructuring and related cost, expected cost remaining | 0 | |||||
Nemschoff Plan | Americas Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 100,000 | |||||
Restructuring and related cost, expected cost remaining | 0 | |||||
Restructuring expenses | 3,100,000 | |||||
North American Sales and Global Product Teams Plan | Americas Contract | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost remaining | 0 | |||||
North American Sales and Global Product Teams Plan | Global Retail | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs and asset impairment charges | $ 2,600,000 | |||||
May 2020 Restructuring Plan | Severance and Employee-Related | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expense | 0 | $ 3,400,000 | ||||
Cost savings | 40,000,000 | |||||
Restructuring expenses | $ 18,700,000 |
Restructuring and Integration_3
Restructuring and Integration Expense - Schedule of Restructuring Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Aug. 28, 2021 | Aug. 29, 2020 | May 29, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | $ 0 | $ (1.2) | |
Americas Contract | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | 1.6 | |
International Contract | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | (2.8) | |
Retail: | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | 0 | |
Knoll | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | 0 | |
Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 55.6 | 0 | |
Knoll Integration | Americas Contract | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 1 | 0 | |
Knoll Integration | International Contract | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | 0 | |
Knoll Integration | Retail: | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 0 | 0 | |
Knoll Integration | Knoll | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 29.4 | 0 | |
Knoll Integration | Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Costs | 25.2 | $ 0 | |
Other Restructuring Plans | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 1.5 | ||
Restructuring Costs | 0 | ||
Amounts Paid | (0.3) | ||
Ending balance | 1.2 | $ 1.5 | |
Severance and Employee-Related | Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 0 | ||
Restructuring Costs | 30.5 | ||
Amounts Paid | (14.9) | ||
Non-cash costs | (10.4) | ||
Ending balance | 5.2 | 0 | |
Severance and Employee-Related | Other Restructuring Plans | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 0.9 | ||
Restructuring Costs | 0 | ||
Amounts Paid | (0.3) | ||
Ending balance | 0.6 | 0.9 | |
Severance and Employee-Related | May 2020 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 1 | ||
Restructuring Costs | 0 | 3.4 | |
Amounts Paid | (0.5) | ||
Ending balance | 0.5 | 1 | |
Exit or Disposal Activities | Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 0 | ||
Restructuring Costs | 0 | ||
Amounts Paid | 0 | ||
Non-cash costs | 0 | ||
Ending balance | 0 | 0 | |
Exit or Disposal Activities | Other Restructuring Plans | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 0.6 | ||
Restructuring Costs | 0 | ||
Amounts Paid | 0 | ||
Ending balance | 0.6 | 0.6 | |
Total | Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Beginning balance | 0 | ||
Restructuring Costs | 30.5 | ||
Amounts Paid | (14.9) | ||
Non-cash costs | (10.4) | ||
Ending balance | $ 5.2 | $ 0 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Millions | May 29, 2021USD ($) |
Other Noncurrent Assets | Variable Interest Entity, Not Primary Beneficiary | |
Variable Interest Entity [Line Items] | |
Long-term notes receivable | $ 1.2 |