Notes to Condensed Consolidated Financial Statements
(Dollars in millions, except share data)
(unaudited)
1. 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," "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 29, 2020. Operating results for the three months ended August 29, 2020 are not necessarily indicative of the results that may be expected for the year ending May 29, 2021. 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 30, 2020. All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. Certain prior year amounts in the Condensed Consolidated Financial Statements have been reclassified to conform with current year presentation.
2. Recently Issued Accounting Standards
Recently Adopted Accounting Standards
On May 31, 2020, the Company adopted Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" using the modified retrospective method. This update replaces the existing incurred loss impairment model with an expected loss model and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates including customer credit quality, historical write-off trends and general information regarding industry trends and the macroeconomic environment. The adoption did not have a material impact on the Company's financial statements, accounting policies or methods utilized to determine the allowance for doubtful accounts.
On May 31, 2020, the Company adopted ASU No. 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" using the prospective method. This update modifies certain disclosure requirements for fair value measurements. The adoption did not have a material impact on the Company's financial statements.
Recently Issued Accounting Standards Not Yet Adopted
The Company is currently evaluating the impact of adopting the following relevant standards issued by the FASB:
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Standard
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Description
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Effective Date
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2018-14
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Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
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This update eliminates, adds and clarifies certain disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its financial statements.
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May 30, 2021
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All other issued and not yet effective accounting standards are not relevant to the Company.
Herman Miller, Inc. and Subsidiaries 7
3. Revenue from Contracts with Customers
Disaggregated Revenue
Revenue disaggregated by contract type has been provided in the table below:
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Three Months Ended
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(In millions)
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August 29, 2020
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August 31, 2019
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Net Sales:
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Single performance obligation
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Product revenue
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$
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543.3
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$
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566.2
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Multiple performance obligations
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Product revenue
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78.4
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99.9
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Service revenue
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3.1
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2.3
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Other
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2.0
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2.5
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Total
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$
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626.8
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$
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670.9
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Effective in the first quarter of fiscal 2021, the Company has revised its product categories in the table below to consist of workplace, performance seating, lifestyle and other. The change in these product categories reflects how the Company internally reports and evaluates products when making operational decisions. Prior year results disclosed in the table below have been revised to reflect these changes.
Revenue disaggregated by product type and reportable segment has been provided in the table below:
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Three Months Ended
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(In millions)
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August 29, 2020
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August 31, 2019
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North America Contract:
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Workplace
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$
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207.1
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$
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283.2
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Performance Seating
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77.5
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111.9
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Lifestyle
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22.4
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23.5
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Other
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31.8
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39.8
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Total North America Contract
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$
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338.8
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$
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458.4
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International Contract:
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Workplace
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$
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41.9
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$
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47.6
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Performance Seating
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62.7
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57.0
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Lifestyle
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46.7
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6.3
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Other
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2.4
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3.0
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Total International Contract
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$
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153.7
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$
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113.9
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Retail:
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Workplace
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$
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1.9
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$
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1.0
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Performance Seating
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47.5
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9.1
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Lifestyle
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84.7
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88.5
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Other
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0.2
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—
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Total Retail
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$
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134.3
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$
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98.6
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Total
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$
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626.8
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$
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670.9
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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 29, 2020, the Company recognized Net sales of $18.1 million related to customer deposits that were included in the balance sheet as of May 30, 2020.
4. Leases
The components of lease expense are provided in the table below:
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(In millions)
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August 29, 2020
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August 31, 2019
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Operating lease costs
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$
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11.0
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$
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12.7
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Short-term lease costs
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0.8
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0.6
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Variable lease costs*
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1.6
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2.2
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Total
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$
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13.4
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$
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15.5
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*Not included in the table above for the three months ended August 29, 2020 and August 31, 2019 are variable lease costs of $16.9 million and $21.9 million, respectively, for raw material purchases under certain supply arrangements that the Company has determined to meet the definition of a lease.
During the fourth quarter of fiscal 2020, the Company determined it was more likely than not that the fair value of certain right of use assets were below their carrying values and assessed these assets for impairment. As result of this assessment the Company recorded an impairment of $19.3 million in the Consolidated Statements of Comprehensive Income in the fourth quarter of fiscal 2020 which is the primary driver of lower operating lease cost in the three months ended August 29, 2020 compared to the prior year.
At August 29, 2020, the Company had no financing leases. The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table:
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(In millions)
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2021
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$
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37.3
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2022
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47.2
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2023
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42.6
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2024
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36.8
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2025
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32.7
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Thereafter
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74.7
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Total lease payments*
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$
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271.3
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Less interest
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25.9
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Present value of lease liabilities
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$
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245.4
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*Lease payments exclude $31.2 million of legally binding minimum lease payments for leases signed but not yet commenced, primarily related to a new Chicago showroom expected to open in fiscal 2021.
The long-term portion of the lease liabilities included in the amounts above is $178.7 million and the remainder of the lease liabilities are included in "Other accrued liabilities" in the Condensed Consolidated Balance Sheets.
At August 29, 2020, the weighted average remaining lease term and weighted average discount rate for operating leases were 7 years and 3.0%, respectively.
During the three months ended August 29, 2020, the cash paid for leases included in the measurement of the liabilities and the operating cash flows was $11.1 million and the right of use assets obtained in exchange for new liabilities were $11.4 million. During the three months ended August 31, 2019, the cash paid for leases included in the measurement of the liabilities and the operating cash flows was $12.5 million and the right of use assets obtained in exchange for new liabilities were $4.6 million.
5. Acquisitions
Nine United Denmark A/S
On June 7, 2018, the Company acquired 33% of the outstanding equity of Nine United Denmark A/S, d/b/a HAY and subsequently renamed to HAY ApS ("HAY”), a Copenhagen, Denmark-based, design leader in furniture and ancillary furnishings for residential and contract markets in Europe and Asia. The Company acquired its 33% ownership interest in HAY for approximately $65.5 million in cash. The entity was accounted for using the equity method of accounting until the purchase of the additional 34% equity on December 2, 2019. The Company also acquired the rights to the HAY brand in North America under a long-term license agreement for approximately $4.8 million in cash.
Herman Miller, Inc. and Subsidiaries 9
On December 2, 2019, the Company obtained a controlling financial interest in HAY through the purchase of an additional 34% equity voting interest. This acquisition will allow the Company to further promote growth and development of HAY's ancillary product lines and continue to support product innovation and sales growth. The Company previously accounted for its ownership interest in HAY as an equity method investment, but upon increasing its ownership to 67% on the Acquisition Date, the Company consolidated the operations of HAY. Total consideration paid for HAY on the Acquisition Date was $79.0 million, exclusive of HAY cash on hand. The Company funded the acquisition with cash and cash equivalents.
The previously mentioned HAY long-term licensing agreement was deemed to be a contractual preexisting relationship. As a result of the business combination, the Company recorded this arrangement at its Acquisition Date fair value, which resulted in an increase in goodwill of $10.0 million and a net gain of $5.9 million, which was recorded within “Gain on consolidation of equity method investments" within the Condensed Consolidated Statements of Comprehensive Income during the three months ended May 30, 2020. The goodwill was recorded within the Company’s Retail segment.
The Company is a party to options, that if exercised, would require it to purchase the remaining 33% of the equity in HAY, at fair market value. This remaining redeemable noncontrolling interest in HAY is classified outside permanent equity in the Consolidated Balance Sheets and is carried at the current estimated redemption amount.
The allocation of the purchase price was finalized during the first quarter of fiscal 2021. The following table presents the allocation of purchase price related to acquired tangible assets:
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(In millions)
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Cash
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$
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12.1
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Working capital, net of cash and inventory step-up
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12.3
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Net property and equipment
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0.9
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Other assets
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3.9
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Other liabilities
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(3.1)
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Net assets acquired
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$
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26.1
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The purchase of the additional equity interest in HAY was considered to be an acquisition achieved in stages, whereby the previously held equity interest was remeasured as of the acquisition date. The Company considered multiple factors in determining the fair value of the previously held equity method investment, including the price negotiated with the selling shareholder for the 34% equity interest in HAY, an income valuation model (discounted cash flow) and current trading multiples for comparable companies. Based on this analysis, the Company recognized a non-taxable gain of approximately $0.3 million on the remeasurement of the previously held equity method investment of $67.8 million. The net gain has been recognized in “Gain on consolidation of equity method investments" within the Condensed Consolidated Statements of Comprehensive Income during the three months ended May 30, 2020.
The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the acquisition date:
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(In millions)
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Valuation Method
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Useful Life (years)
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Fair Value
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Inventory Step-up
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Comparative Sales Approach
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0.8
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$
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3.4
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Backlog
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Multi-Period Excess Earnings
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0.3
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1.7
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Deferred Revenue
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Adjusted Fulfillment Cost Method
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0.1
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(2.2)
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Tradename
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Relief from Royalty
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Indefinite
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60.0
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Product Development
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Relief from Royalty
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8.0
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22.0
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Customer Relationships
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Multi-Period Excess Earnings
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9.0
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34.0
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Total
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$
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118.9
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Goodwill related to the acquisition was recorded within the International Contract segment for $101.1 million and the Retail segment for $10.0 million. Subsequent to the acquisition, the goodwill recorded to the Retail segment was fully impaired in fiscal 2020 based on the results of the Company's annual goodwill impairment assessment.
naughtone
On October 25, 2019 (“Acquisition Date”), the Company purchased the remaining 47.5% equity voting interest in naughtone (Holdings) Limited and naughtone Manufacturing Ltd. (together “naughtone”). naughtone is an upscale, contemporary furniture manufacturer based in Harrogate, North Yorkshire, UK. The completion of the acquisition will allow the Company to further promote growth and development of naughtone's ancillary product lines, and continue to support product innovation and sales growth. The Company previously accounted for its ownership interest in naughtone as an equity method investment. Upon increasing its ownership to 100% on the acquisition date, the Company obtained a controlling financial interest and consolidated the operations of naughtone. Total consideration paid for naughtone on the Acquisition Date was $45.9 million, exclusive of naughtone cash on hand. The Company funded the acquisition with cash and cash equivalents. The allocation of the purchase price was finalized during the fourth quarter of fiscal 2020.
The following table presents the allocation of purchase price related to acquired tangible assets:
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(In millions)
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Cash
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$
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5.1
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Working capital, net of cash and inventory step-up
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1.3
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Net property and equipment
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0.8
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Net assets acquired
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$
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7.2
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The purchase of the remaining equity interest in naughtone was considered to be an acquisition achieved in stages, whereby the previously held equity interest was remeasured as of the acquisition date. The Company considered multiple factors in determining the fair value of the previously held equity method investment, including the price negotiated with the selling shareholder for the 47.5% equity interest in naughtone, an income valuation model (discounted cash flow) and current trading multiples for comparable companies. Based on this analysis, the Company recognized a non-taxable gain of approximately $30.0 million on the remeasurement of the previously held equity method investment of $20.5 million. The net gain has been recognized in “Gain on consolidation of equity method investments" within the Condensed Consolidated Statements of Comprehensive Income during the three months ended November 30, 2019.
The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company at the acquisition date:
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(In millions)
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Valuation Method
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Useful Life (years)
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Fair Value
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Inventory Step-up
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Comparative Sales Approach
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0.3
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$
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0.2
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Backlog
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Multi-Period Excess Earnings
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0.3
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0.8
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Tradename
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Relief from Royalty
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Indefinite
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8.5
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Customer Relationships
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Multi-Period Excess Earnings
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9.0
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29.4
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Total
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$
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38.9
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Goodwill related to the acquisition was recorded within the North America Contract and International Contract segments for $35.0 million and $22.5 million, respectively.
Pro Forma Results of Operations
The results of naughtone and HAY’s operations have been included in the Consolidated Financial Statements beginning on October 25, 2019 and December 2, 2019 respectively. The following table provides pro forma results of operations for the three months ended August 31, 2019, as if naughtone and HAY had been acquired as of June 2, 2019. The pro forma results include certain purchase accounting adjustments such as the estimated change in depreciation and amortization expense on the acquired tangible and intangible assets. Pro forma results do not include any anticipated cost savings from the planned integration of these acquisitions. Accordingly, such amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that may result in the future.
Herman Miller, Inc. and Subsidiaries 11
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Three Months Ended
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(In millions)
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August 31, 2019
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Net sales
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$
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720.8
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Net earnings attributable to Herman Miller, Inc.
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$
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49.0
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6. Inventories, net
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(In millions)
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August 29, 2020
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May 30, 2020
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Finished goods
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$
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144.5
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$
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151.1
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Raw materials
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42.0
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46.2
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Total
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$
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186.5
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$
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197.3
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Inventories are valued at the lower of cost or market and include material, labor, and overhead. Certain inventories within our North America Contract 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.
7. 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 29, 2020 and May 30, 2020:
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(In millions)
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Goodwill
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Indefinite-lived Intangible Assets
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May 30, 2020
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$
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346.0
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$
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92.8
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Foreign currency translation adjustments
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12.6
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3.4
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August 29, 2020
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$
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358.6
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$
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96.2
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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 were reviewed for impairment using a quantitative assessment as of March 31, 2020, our annual testing date. In performing the quantitative impairment test, the Company determined that the fair value of the North America and International reporting units exceeded the carrying amount and, as such, these reporting units were not impaired. The assessment of the Retail and Maharam reporting units indicated that the carrying value of these reporting units exceeded their fair values, and goodwill impairment charges of $88.8 million and $36.7 million, respectively, were recorded in fiscal 2020 resulting in no goodwill in either the Retail or Maharam reporting units. Accumulated goodwill impairment losses were $125.3 million as of August 29, 2020 and May 30, 2020.
The fair value of the Company's International reporting unit, which includes $163.7 million of goodwill as of May 30, 2020, exceeded its carrying value by 17%. Due to the level that the reporting unit fair value exceeded the carrying amount and the results of the sensitivity analysis, the Company may need to record an impairment charge if the operating results of its International reporting unit were to decline in future periods.
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 2020, the Company performed quantitative assessments in testing indefinite-lived intangible assets for impairment, which resulted in the carrying values of the DWR, Maharam, HAY and naughtone trade names exceeding their fair values by $53.3 million, and impairment charges of this amount were recognized. If the residual cash flows
related to these trade names were to decline in future periods, the Company may need to record an additional impairment charge.
During the three months ended August 29, 2020, there were no identified indicators of impairment that required the Company to complete an interim quantitative impairment assessment related to any of the Company's reporting units or indefinitely-lived intangible assets.
8. Employee Benefit Plans
The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plan for the three months ended:
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(In millions)
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August 29, 2020
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|
August 31, 2019
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Interest cost
|
$
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0.7
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$
|
0.5
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Expected return on plan assets
|
(1.4)
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(1.0)
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Net amortization loss
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1.6
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0.8
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Net periodic benefit cost
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$
|
0.9
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$
|
0.3
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9. 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:
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August 29, 2020
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August 31, 2019
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|
Numerators:
|
|
|
|
|
|
|
|
|
Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc. - in millions
|
$
|
73.0
|
|
|
$
|
48.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominators:
|
|
|
|
|
|
|
|
|
Denominator for basic EPS, weighted-average common shares outstanding
|
58,831,305
|
|
|
58,909,001
|
|
|
|
|
|
|
Potentially dilutive shares resulting from stock plans
|
132,963
|
|
|
322,727
|
|
|
|
|
|
|
Denominator for diluted EPS
|
58,964,268
|
|
|
59,231,728
|
|
|
|
|
|
|
Antidilutive equity awards not included in weighted-average common shares - diluted
|
1,096,907
|
|
|
123,088
|
|
|
|
|
|
10. Stock-Based Compensation
The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
August 31, 2019
|
|
|
|
|
|
Stock-based compensation expense
|
$
|
1.5
|
|
|
$
|
2.6
|
|
|
|
|
|
|
Related income tax effect
|
0.3
|
|
|
0.6
|
|
|
|
|
|
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.
Herman Miller, Inc. and Subsidiaries 13
11. Income Taxes
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 29, 2020 and August 31, 2019.
The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
May 30, 2020
|
|
Liability for interest and penalties
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
Liability for uncertain tax positions, current
|
$
|
2.0
|
|
|
$
|
1.9
|
|
|
|
|
|
|
The Company's process for determining the provision for income taxes for the three months ended August 29, 2020 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 22.0% and 21.0%, respectively, for the three month periods ended August 29, 2020 and August 31, 2019. The year over year increase in the effective tax rate for the three months ended August 29, 2020 resulted from a decrease in the current quarter tax deduction for certain stock based compensation awards as compared to the same quarter in the prior year. For the three months ended August 29, 2020, the effective tax rate is 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. For the three months ended August 31, 2019, the effective tax rate was the same as the United States federal statutory rate.
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 2016.
12. Fair Value Measurements
The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, 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 29, 2020
|
|
May 30, 2020
|
|
Carrying value
|
$
|
327.3
|
|
|
$
|
591.4
|
|
|
Fair value
|
$
|
332.1
|
|
|
$
|
594.0
|
|
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 commercial paper and money market funds. Commercial paper is valued at amortized costs while money market funds 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 29, 2020 and May 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
|
|
|
|
May 30, 2020
|
|
|
|
|
|
Financial Assets
|
NAV
|
|
Quoted Prices with Other
Observable Inputs (Level 2)
|
|
|
|
NAV
|
|
Quoted Prices with Other
Observable Inputs (Level 2)
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
$
|
100.9
|
|
|
$
|
—
|
|
|
|
|
$
|
283.7
|
|
|
$
|
—
|
|
|
|
|
Mutual funds - equity
|
—
|
|
|
0.7
|
|
|
|
|
—
|
|
|
0.7
|
|
|
|
|
Foreign currency forward contracts
|
—
|
|
|
1.0
|
|
|
|
|
—
|
|
|
1.1
|
|
|
|
|
Deferred compensation plan
|
—
|
|
|
15.2
|
|
|
|
|
—
|
|
|
13.2
|
|
|
|
|
Total
|
$
|
100.9
|
|
|
$
|
16.9
|
|
|
|
|
$
|
283.7
|
|
|
$
|
15.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
—
|
|
|
$
|
0.2
|
|
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
|
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 is 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 29, 2020 and May 30, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
May 30, 2020
|
|
Financial Assets
|
Quoted Prices with Other Observable Inputs (Level 2)
|
|
Quoted Prices with Other Observable Inputs (Level 2)
|
|
Mutual funds - fixed income
|
$
|
6.3
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
Total
|
$
|
6.3
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
Interest rate swap agreement
|
$
|
24.6
|
|
|
$
|
25.0
|
|
|
|
|
|
|
|
Total
|
$
|
24.6
|
|
|
$
|
25.0
|
|
Herman Miller, Inc. and Subsidiaries 15
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 29, 2020
|
|
|
|
|
|
May 30, 2020
|
|
|
|
|
|
(In millions)
|
Cost
|
|
Unrealized
Gain/(Loss)
|
|
Market
Value
|
|
Cost
|
|
Unrealized
Gain/(Loss)
|
|
Market
Value
|
|
Mutual funds - fixed income
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
6.2
|
|
|
$
|
0.1
|
|
|
$
|
6.3
|
|
|
Mutual funds - equity
|
0.6
|
|
|
0.1
|
|
|
0.7
|
|
|
0.6
|
|
|
0.1
|
|
|
0.7
|
|
|
Total
|
$
|
6.9
|
|
|
$
|
0.1
|
|
|
$
|
7.0
|
|
|
$
|
6.8
|
|
|
$
|
0.2
|
|
|
$
|
7.0
|
|
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 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 were entered into to 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 cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of August 29, 2020. 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 29, 2020, 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 29, 2020, the fair value of the Company’s two outstanding interest rate swap agreements was a liability of $24.6 million. The liability fair value was recorded within "Other liabilities" within the Condensed Consolidated Balance Sheets. Recorded within Other comprehensive loss, net of tax, for the effective portion of the Company's designated cash flow hedges was a net unrealized gain of $0.3 million and net unrealized loss of $8.8 million for the three months ended August 29, 2020 and August 31, 2019, respectively.
The following table summarizes the effects of the interest rate swap agreements for the three months ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
August 31, 2019
|
|
Gain (loss) recognized in Other comprehensive loss (effective portion)
|
$
|
0.3
|
|
|
$
|
(8.8)
|
|
|
(Loss) gain reclassified from Accumulated other comprehensive loss into earnings
|
$
|
(1.1)
|
|
|
$
|
0.2
|
|
There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended August 29, 2020 and August 31, 2019, respectively. The amount of loss expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months is $4.4 million, and net of tax is $3.3 million.
Redeemable Noncontrolling Interests
Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 29, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
|
|
Beginning Balance
|
$
|
50.4
|
|
|
|
|
|
|
|
|
|
Net income attributable to redeemable noncontrolling interests
|
0.4
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustments attributable to redeemable noncontrolling interests
|
2.6
|
|
|
|
|
Foreign currency translation adjustments
|
3.8
|
|
|
|
|
Ending Balance
|
$
|
57.2
|
|
|
|
During August 2019, the Company acquired all of the remaining redeemable noncontrolling equity interests in the Company's subsidiary, Herman Miller Consumer Holdings, Inc. for $20.4 million.
Other
The following table summarizes the valuation of our assets measured at fair value on a non-recurring basis as of May 30, 2020:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
May 30, 2020
|
|
|
|
Assets:
|
Level 3
|
|
|
|
Indefinite-lived intangible assets
|
$
|
92.8
|
|
|
|
|
DWR right of use assets
|
110.9
|
|
|
|
|
|
|
|
|
Not included in the above is goodwill related to the Retail and Maharam reporting units, as these were fully written down with a resulting impairment charge of $125.5 million in the fourth quarter of fiscal 2020.
13. 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 standard length of warranty is 12 years for the majority of products sold; however, this varies depending on the product classification. 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
Herman Miller, Inc. and Subsidiaries 17
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 29, 2020
|
|
August 31, 2019
|
|
|
|
|
|
Accrual Balance — beginning
|
$
|
59.2
|
|
|
$
|
53.1
|
|
|
|
|
|
|
Accrual for warranty matters
|
4.6
|
|
|
5.3
|
|
|
|
|
|
|
Settlements and adjustments
|
(3.5)
|
|
|
(5.1)
|
|
|
|
|
|
|
Accrual Balance — ending
|
$
|
60.3
|
|
|
$
|
53.3
|
|
|
|
|
|
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 29, 2020, the Company had a maximum financial exposure related to performance bonds totaling approximately $4.6 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 29, 2020 or May 30, 2020.
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 29, 2020, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $9.3 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 29, 2020 and May 30, 2020.
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.
14. Short-Term Borrowings and Long-Term Debt
Short-term borrowings and long-term debt as of August 29, 2020 and May 30, 2020 consisted of the following obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
May 30, 2020
|
|
|
|
|
|
|
Debt securities, 6.0%, due March 1, 2021
|
$
|
50.0
|
|
|
$
|
50.0
|
|
|
Debt securities, 4.95%, due May 20, 2030
|
49.9
|
|
|
49.9
|
|
|
Syndicated revolving line of credit, due August 2024
|
225.0
|
|
|
490.0
|
|
|
|
|
|
|
|
Supplier financing program
|
2.4
|
|
|
1.4
|
|
|
Total debt
|
$
|
327.3
|
|
|
$
|
591.3
|
|
|
Less: Current debt
|
(52.4)
|
|
|
(51.4)
|
|
|
Long-term debt
|
$
|
274.9
|
|
|
$
|
539.9
|
|
As of May 30, 2020, 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.
In June 2020, the Company repaid the $265 million draw on its syndicated revolving line of credit that was taken as a precautionary measure in March 2020 to provide additional near-term liquidity given the uncertainty related to COVID-19.
Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
August 29, 2020
|
|
May 30, 2020
|
|
Syndicated revolving line of credit borrowing capacity
|
|
$
|
500.0
|
|
|
$
|
500.0
|
|
|
Less: Borrowings under the syndicated revolving line of credit
|
|
225.0
|
|
|
490.0
|
|
|
Less: Outstanding letters of credit
|
|
9.3
|
|
|
9.4
|
|
|
Available borrowings under the syndicated revolving line of credit
|
|
$
|
265.7
|
|
|
$
|
0.6
|
|
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 from 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”.
Herman Miller, Inc. and Subsidiaries 19
15. Accumulated Other Comprehensive Loss
The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 29, 2020 and August 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Cumulative Translation Adjustments
|
|
Pension and Other Post-retirement Benefit Plans
|
|
Unrealized
Gains on Available-for-sale Securities
|
|
Interest Rate Swap Agreement
|
|
Accumulated Other Comprehensive Loss
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 1, 2019
|
$
|
(48.3)
|
|
|
$
|
(45.0)
|
|
|
$
|
—
|
|
|
$
|
(0.9)
|
|
|
$
|
(94.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss, net of tax before reclassifications
|
(9.3)
|
|
|
—
|
|
|
—
|
|
|
(9.0)
|
|
|
(18.3)
|
|
|
Reclassification from accumulated other comprehensive loss - Other, net
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.2
|
|
|
1.0
|
|
|
Tax benefit
|
—
|
|
|
(0.1)
|
|
|
—
|
|
|
—
|
|
|
(0.1)
|
|
|
Net reclassifications
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.2
|
|
|
0.9
|
|
|
Net current period other comprehensive (loss) income
|
(9.3)
|
|
|
0.7
|
|
|
—
|
|
|
(8.8)
|
|
|
(17.4)
|
|
|
Balance at August 31, 2019
|
$
|
(57.6)
|
|
|
(44.3)
|
|
|
$
|
—
|
|
|
$
|
(9.7)
|
|
|
$
|
(111.6)
|
|
16. Operating Segments
The Company's reportable segments consist of North America Contract, International Contract, and Retail.
The North America Contract segment includes the operations associated with the design, manufacture and sale of furniture and textile products for work-related settings, including office, education, and healthcare environments, throughout the United States and Canada. The business associated with the Company's owned contract furniture dealers is also included in the North America Contract segment. In addition to the Herman Miller brand, 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 EMEA, Latin America and Asia-Pacific.
The 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 e-commerce, direct mailing catalogs, DWR studios and HAY stores.
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 29, 2020
|
|
August 31, 2019
|
|
|
|
|
|
Net Sales:
|
|
|
|
|
|
|
|
|
North America Contract
|
$
|
338.8
|
|
|
$
|
458.4
|
|
|
|
|
|
|
International Contract
|
153.7
|
|
|
113.9
|
|
|
|
|
|
|
Retail
|
134.3
|
|
|
98.6
|
|
|
|
|
|
|
Total
|
$
|
626.8
|
|
|
$
|
670.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Earnings (Loss):
|
|
|
|
|
|
|
|
|
North America Contract
|
$
|
51.8
|
|
|
$
|
62.9
|
|
|
|
|
|
|
International Contract
|
25.1
|
|
|
13.1
|
|
|
|
|
|
|
Retail
|
29.2
|
|
|
(3.9)
|
|
|
|
|
|
|
Corporate
|
(10.7)
|
|
|
(12.0)
|
|
|
|
|
|
|
Total
|
$
|
95.4
|
|
|
$
|
60.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
August 29, 2020
|
|
May 30, 2020
|
|
|
|
|
|
Total Assets:
|
|
|
|
|
|
|
|
|
North America Contract
|
$
|
744.9
|
|
|
$
|
769.5
|
|
|
|
|
|
|
International Contract
|
552.7
|
|
|
512.5
|
|
|
|
|
|
|
Retail
|
315.9
|
|
|
310.9
|
|
|
|
|
|
|
Corporate
|
303.6
|
|
|
461.0
|
|
|
|
|
|
|
Total
|
$
|
1,917.1
|
|
|
$
|
2,053.9
|
|
|
|
|
|
17. Restructuring Expense
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 China. The plan is expected to generate cost savings of approximately $3 million. To date, the Company recognized restructuring and impairment expenses of $5.0 million, with a net credit of $2.8 million recognized to-date 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 material 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, which is included within "Restructuring expense" in the Condensed Consolidated Statements of Comprehensive Income. The office building and related assets in the United Kingdom have a carrying value of approximately $4.3 million and meet the criteria to be designated as assets held for sale. Therefore these assets have been classified as current assets and included within "Other current assets" in the Condensed Consolidated Balance Sheets at August 29, 2020.
In the second quarter of fiscal 2020, the North America Contract segment initiated restructuring discussions with labor unions related to its Nemschoff operation in Wisconsin. The discussions were concluded in the third quarter of fiscal 2020 and as a result, the Company anticipates the total estimated costs related to the actions will be approximately $5 million. These restructuring costs relate to potential partial outsourcing and in-sourcing strategies, long-lived asset impairments and employee-related costs. To date, the Company has recorded approximately $3.0 million in pre-tax restructuring expense related to this plan, with a net credit of $0.2 million recognized in fiscal 2021 and the remainder in fiscal 2020. The plan is expected to be completed in fiscal 2021.
In the second quarter of fiscal 2020, the Company initiated a reorganization of the Global Sales and Product teams. The reorganization activities occurred primarily in the North America business with additional costs incurred Internationally. The Company has recorded a total of $2.6 million in pre-tax restructuring expense to date related to this plan. The reorganization is complete and no future costs related to this plan are expected.
Herman Miller, Inc. and Subsidiaries 21
In the third quarter of fiscal 2020, the Company announced a reorganization of the Retail segment's leadership team. The Company recognized pre-tax severance and employee related restructuring expense of $2.2 million related to the plan. No material future restructuring costs related to the plan are expected as the plan is substantially complete.
The following table provides an analysis of the changes in the restructuring costs reserve for the above plans for the three months ended August 29, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Severance and Employee-Related
|
|
Exit or Disposal Activities
|
Total
|
|
May 30, 2020
|
$
|
5.9
|
|
|
$
|
0.8
|
|
$
|
6.7
|
|
|
Restructuring Costs
|
0.1
|
|
|
(3.1)
|
|
$
|
(3.0)
|
|
|
Amounts Paid
|
(2.4)
|
|
|
(0.1)
|
|
$
|
(2.5)
|
|
|
Other*
|
$
|
—
|
|
|
$
|
3.4
|
|
$
|
3.4
|
|
|
August 29, 2020
|
$
|
3.6
|
|
|
$
|
1.0
|
|
$
|
4.6
|
|
*This represents the gain on the sale of office building and related assets in China which were recorded as restructuring cost, however, do not impact the restructuring reserve.
In the fourth quarter of fiscal 2020, the Company announced a restructuring plan (“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 $17.0 million with $1.8 million recognized in fiscal 2021 and the remainder in fiscal 2020. No material future restructuring costs related to the plan are expected as the plan is substantially complete and the remaining amounts will be paid in fiscal 2021.
The following table provides an analysis of the changes in the restructuring cost reserve for the three months ended August 29, 2020:
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Severance and Employee-Related
|
|
|
|
May 30, 2020
|
$
|
15.3
|
|
|
|
|
Restructuring Costs
|
1.8
|
|
|
|
|
Amounts Paid
|
(9.6)
|
|
|
|
|
August 29, 2020
|
$
|
7.5
|
|
|
|
The following is a summary of restructuring expenses by segment for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
(In millions)
|
August 29, 2020
|
|
August 31, 2019
|
|
North America Contract
|
$
|
1.6
|
|
|
$
|
1.6
|
|
|
International Contract
|
(2.8)
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
(1.2)
|
|
|
$
|
1.8
|
|
18. Variable Interest Entities
The Company has long-term notes receivable with a third-party owned dealer that are deemed to be variable interests in a variable interest entity. The carrying value of these long-term notes receivable was $1.4 million and $1.5 million as of August 29, 2020 and May 30, 2020, respectively, and represents the Company’s maximum exposure to loss. The Company is 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.