Cover Page
Cover Page - shares | 3 Months Ended | |
Sep. 02, 2023 | Oct. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 02, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-15141 | |
Entity Registrant Name | MillerKnoll, 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 $0.20 per share | |
Trading Symbol | MLKN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,483,407 | |
Entity Central Index Key | 0000066382 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-01 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 917.7 | $ 1,078.8 |
Cost of sales | 559.6 | 706.7 |
Gross margin | 358.1 | 372.1 |
Operating expenses: | ||
Selling, general and administrative | 290.5 | 296.9 |
Restructuring expense | 5.2 | 0.5 |
Design and research | 22.1 | 23.9 |
Total operating expenses | 317.8 | 321.3 |
Operating earnings | 40.3 | 50.8 |
Interest expense | 19.2 | 16.7 |
Interest and other investment income | 2.2 | 0.4 |
Other expense, net | 2.2 | 0.8 |
Earnings before income taxes and equity income | 21.1 | 33.7 |
Income tax expense | 5.1 | 6.3 |
Equity income from nonconsolidated affiliates, net of tax | 0.1 | 0 |
Net earnings | 16.1 | 27.4 |
Net (loss) earnings attributable to redeemable noncontrolling interests | (0.6) | 1.6 |
Net earnings attributable to MillerKnoll, Inc. | $ 16.7 | $ 25.8 |
Earnings per share — basic (in dollar per share) | $ 0.22 | $ 0.34 |
Earnings per share — diluted (in dollar per share) | $ 0.22 | $ 0.34 |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustments | $ 3.9 | $ (72.5) |
Pension and post-retirement liability adjustments | (0.1) | 0.4 |
Unrealized gain on interest rate swap agreement | 7.8 | 14.3 |
Other comprehensive income (loss), net of tax | 11.6 | (57.8) |
Comprehensive income (loss) | 27.7 | (30.4) |
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (0.6) | 1.7 |
Comprehensive income (loss) attributable to MillerKnoll, Inc. | $ 28.3 | $ (32.1) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 217.5 | $ 223.5 |
Accounts receivable, net of allowance of $7.4 and $6.4 | 298 | 334.1 |
Unbilled accounts receivable | 25.1 | 29.4 |
Inventories, net | 473.2 | 487.4 |
Prepaid expenses | 76.3 | 92.7 |
Other current assets | 7.6 | 9.1 |
Total current assets | 1,097.7 | 1,176.2 |
Property and equipment, at cost | 1,585.4 | 1,570.7 |
Less — accumulated depreciation | (1,055.5) | (1,034.4) |
Net property and equipment | 529.9 | 536.3 |
Right of use assets | 399.2 | 415.9 |
Goodwill | 1,223.6 | 1,221.7 |
Indefinite-lived intangibles | 481.4 | 480.7 |
Other amortizable intangibles, net of accumulated amortization of $195.0 and $185.2 | 304.9 | 313.1 |
Other noncurrent assets | 146.5 | 130.9 |
Total Assets | 4,183.2 | 4,274.8 |
Current Liabilities: | ||
Accounts payable | 252 | 269.5 |
Short-term borrowings and current portion of long-term debt | 36.3 | 33.4 |
Accrued compensation and benefits | 88.1 | 61.7 |
Short-term lease liability | 75.5 | 77.1 |
Accrued warranty | 20.7 | 20.8 |
Customer deposits | 97.5 | 93.8 |
Other accrued liabilities | 134.4 | 146.5 |
Total current liabilities | 704.5 | 702.8 |
Long-term debt | 1,298.8 | 1,365.1 |
Pension and post-retirement benefits | 7.7 | 7.5 |
Lease liabilities | 377 | 393.7 |
Other liabilities | 265.3 | 265.5 |
Total Liabilities | 2,653.3 | 2,734.6 |
Redeemable noncontrolling interests | 107.6 | 107.6 |
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, 74,405,225 and 75,698,670 shares issued and outstanding in fiscal 2024 and 2023, respectively) | 14.9 | 15.1 |
Additional paid-in capital | 812.2 | 836.5 |
Retained earnings | 678.7 | 676.1 |
Accumulated other comprehensive loss | (83.5) | (95.1) |
Total Stockholders' Equity | 1,422.3 | 1,432.6 |
Total Liabilities, Redeemable Noncontrolling Interests, and Stockholders' Equity | $ 4,183.2 | $ 4,274.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 7.4 | $ 6.4 |
Other amortizable intangibles, accumulated amortization | $ 195 | $ 185.2 |
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) | 74,405,225 | |
Common stock, shares, outstanding (in shares) | 74,405,225 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Cash Flows from Operating Activities: | ||
Net earnings | $ 16.1 | $ 27.4 |
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 37.2 | 39.6 |
Stock-based compensation | 6.4 | 5.4 |
Amortization of deferred financing costs | 1.2 | 1.2 |
Deferred taxes | 0 | 0.1 |
Restructuring expense | 5.2 | 0.5 |
Decrease (increase) in current assets | 73.3 | (47.2) |
(Decrease) in current liabilities | (4.8) | (91.2) |
Other, net | (3.7) | (0.6) |
Net Cash Provided by (Used in) Operating Activities | 130.9 | (64.8) |
Cash Flows from Investing Activities: | ||
Notes receivables issued | (6.5) | (4.5) |
Capital expenditures | (19.9) | (17.3) |
Proceeds from loan on cash surrender value of life insurance | 0 | 13.5 |
Other, net | 0.1 | (1.9) |
Net Cash (Used in) Investing Activities | (26.3) | (10.2) |
Cash Flows from Financing Activities: | ||
Repayments of long-term debt | (6.6) | (6.6) |
Proceeds from credit facility | 153.1 | 401.4 |
Repayments of credit facility | (212.5) | (290.5) |
Dividends paid | (14.2) | (14.2) |
Common stock issued | 0.8 | 1.7 |
Common stock repurchased and retired | (32) | (14.3) |
Other, net | 0.3 | (0.5) |
Net Cash (Used in) Provided by Financing Activities | (111.1) | 77 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0.5 | (16.5) |
Net Decrease in Cash and Cash Equivalents | (6) | (14.5) |
Cash and Cash Equivalents, Beginning of Period | 223.5 | 230.3 |
Cash and Cash Equivalents, End of Period | $ 217.5 | $ 215.8 |
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 |
Balance at beginning of period (in shares) at May. 28, 2022 | 75,824,241 | |||||
Balance at beginning of period at May. 28, 2022 | $ 1,427.1 | $ 15.2 | $ 825.7 | $ 693.3 | $ (107.1) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 25.8 | 25.8 | ||||
Other comprehensive income (loss), net of tax | (57.8) | (57.8) | ||||
Stock-based compensation expense (in shares) | (13,474) | |||||
Stock-based compensation expense | 5.4 | 5.4 | ||||
Exercise of stock options (in shares) | 43,469 | |||||
Exercise of stock options | 1 | 1 | ||||
Restricted and performance stock units released (in shares) | 160,551 | |||||
Restricted and performance stock units released | 0.1 | 0.1 | ||||
Employee stock purchase plan issuances (in shares) | 35,753 | |||||
Employee stock purchase plan issuances | 0.8 | 0.8 | ||||
Repurchase and retirement of common stock (in shares) | (494,509) | |||||
Repurchase and retirement of common stock | (14.3) | $ (0.1) | (14.2) | |||
Dividends declared | (14.3) | (14.3) | ||||
Other | 1 | 0.5 | 0.5 | |||
Balance at end of period (in shares) at Sep. 03, 2022 | 75,556,031 | |||||
Balance at end of period at Sep. 03, 2022 | 1,374.8 | $ 15.1 | 819.3 | 705.3 | (164.9) | 0 |
Balance at beginning of period (in shares) at Jun. 03, 2023 | 75,698,670 | |||||
Balance at beginning of period at Jun. 03, 2023 | 1,432.6 | $ 15.1 | 836.5 | 676.1 | (95.1) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net earnings | 16.7 | 16.7 | ||||
Other comprehensive income (loss), net of tax | 11.6 | 11.6 | ||||
Stock-based compensation expense (in shares) | (983) | |||||
Stock-based compensation expense | 6.4 | 6.4 | ||||
Restricted and performance stock units released (in shares) | 332,566 | |||||
Restricted and performance stock units released | 0.2 | $ 0.1 | 0.1 | |||
Employee stock purchase plan issuances (in shares) | 45,107 | |||||
Employee stock purchase plan issuances | 0.9 | 0.9 | ||||
Repurchase and retirement of common stock (in shares) | (1,670,135) | |||||
Repurchase and retirement of common stock | (32) | $ (0.3) | (31.7) | |||
Dividends declared | (14.1) | (14.1) | ||||
Other | $ 0 | |||||
Balance at end of period (in shares) at Sep. 02, 2023 | 74,405,225 | 74,405,225 | ||||
Balance at end of period at Sep. 02, 2023 | $ 1,422.3 | $ 14.9 | $ 812.2 | $ 678.7 | $ (83.5) | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared (in dollars per share) | $ 0.1875 | $ 0.1875 |
Description of Business
Description of Business | 3 Months Ended |
Sep. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business MillerKnoll, Inc. (the "Company") researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world. The Company's products are sold primarily through the following channels: independent contract office furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company's eCommerce platforms.MillerKnoll is a collective of dynamic brands that comes together to design the world we live in. A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, Knoll Textiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®. MillerKnoll represents over 100 years of design research and exploration in service of humanity. The Company is united by a belief in design as a tool to create positive impact and shape a more sustainable, caring, and beautiful future for all people and the planet.Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by MillerKnoll, Inc. 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 "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, 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 September 2, 2023. Operating results for the three months ended September 2, 2023 are not necessarily indicative of the results that may be expected for the year ending June 1, 2024 ("fiscal 2024"). These Condensed Consolidated Financial Statements should 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 June 3, 2023 ("fiscal 2023"). All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31. The fiscal year ending June 1, 2024 contains 52 weeks, while fiscal year ended June 3, 2023 ("fiscal 2023") contained 53 week. The first quarter of fiscal 2024 contained 13 weeks and the first quarter of fiscal 2023 contained 14 weeks. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Sep. 02, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting StandardsThe Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("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 |
Sep. 02, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregated RevenueRevenue disaggregated by contract type is provided in the table below:Three Months Ended(In millions)September 2, 2023September 3, 2022Net Sales:Single performance obligationProduct revenue$845.5 $1,007.7 Multiple performance obligationsProduct revenue68.7 66.5 Service revenue1.0 1.2 Other2.5 3.4 Total$917.7 $1,078.8 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.The Other category primarily consists of textiles, uncategorized product sales, and service sales. Revenue disaggregated by product type and reportable segment is provided in the table below:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract:Workplace$324.2 $338.7 Performance Seating103.3 115.7 Lifestyle60.6 74.3 Other2.3 8.7 Total Americas Contract$490.4 $537.4 International Contract & Specialty:Workplace$38.7 $44.4 Performance Seating52.6 68.8 Lifestyle88.4 102.7 Other48.6 56.6 Total International Contract & Specialty$228.3 $272.5 Global Retail:Workplace$4.2 $27.5 Performance Seating42.1 51.2 Lifestyle152.5 189.8 Other0.2 0.4 Total Global Retail$199.0 $268.9 Total$917.7 $1,078.8 In the current year, certain products were reclassified within the Performance Seating, Lifestyle, and Other categories based on management's internal reporting of the performance of these product lines. The prior year has been restated to reflect these changes. Refer to Note 15 of the Condensed Consolidated Financial Statements for further information related to our reportable segments.Contract BalancesCustomers 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 September 2, 2023 and September 3, 2022, the Company recognized Net sales of $47.5 million and $79.1 million respectively, related to customer deposits that were included in the balance sheet as of June 3, 2023 and May 28, 2022. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 02, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Knoll, Inc. On July 19, 2021, the Company completed the acquisition of 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 $30.0 million for the twelve months ended May 28, 2022 and were recorded in general and administrative expenses. 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, Inc. (now MillerKnoll, Inc.) common stock and $11.00 in cash, without interest. The acquisition date fair value of the consideration transferred for Knoll was $1,887.3 million, which consisted of the following (in millions, except share amounts): Knoll SharesHerman Miller, Inc (now MillerKnoll, Inc.) Shares ExchangedFair ValueCash Consideration:Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 $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, 2021184,857 1.4 Total number of Knoll shares for cash consideration49,629,682 Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021169,165 254.4 Consideration for payment to settle Knoll's outstanding debt376.9 Share Consideration:Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 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, 202174,857 Total number of Knoll shares for share consideration49,519,682 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, 202122.4 Total 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. MillerKnoll funded the acquisition through cash on-hand and debt proceeds, as described in "Note 13. Short-Term Borrowings and Long-Term Debt."Outstanding unvested restricted stock awards, performance stock awards, performance stock units and restricted stock units with a fair value of $53.4 million converted into Company awards. Of the total fair value, $22.4 million was allocated to purchase consideration and $31.0 million was allocated to future services and is being 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 resulted 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 following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:(In millions)Fair ValueCash$88.0 Accounts receivable82.3 Inventories219.9 Other current assets29.2 Property and equipment296.5 Right-of-use assets202.7 Intangible assets756.6 Goodwill903.5 Other noncurrent assets25.1 Total assets acquired2,603.8 Accounts payable144.0 Other current liabilities153.1 Lease liabilities177.8 Other liabilities241.6 Total liabilities assumed716.5 Net Assets Acquired$1,887.3 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. Goodwill is attributed to the assembled workforce of Knoll and anticipated operational synergies. Goodwill related to the acquisition was allocated to each of the reporting segments with a total value as of the opening balance sheet date of $903.5 million. Goodwill arising from the acquisition is not deductible for tax reporting purposes.Certain measurement period adjustments were made during the twelve months ended May 28, 2022 to the preliminary fair values resulting in a net decrease to goodwill of $22.4 million primarily related to adjustments to the value of certain liabilities acquired and the fair value of intangible assets acquired. The allocation of purchase price was completed in the fourth quarter of fiscal year 2022.The following table summarizes the acquired identified intangible assets, valuation method employed, useful lives and fair value, as determined by the Company as of the acquisition date:(In millions)Valuation MethodUseful Life (years)Fair ValueBacklogMulti-Period Excess EarningsLess than 1 Year$27.6 Trade name - indefinite livedRelief from RoyaltyIndefinite418.0 Trade name - amortizingRelief from Royalty5-10 Years14.0 DesignsRelief from Royalty9-15 years40.0 Customer RelationshipsMulti-Period Excess Earnings2-15 years257.0 Total$756.6 |
Inventories, net
Inventories, net | 3 Months Ended |
Sep. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net (In millions)September 2, 2023June 3, 2023Finished goods and work in process$349.1 $357.2 Raw materials124.1 130.2 Total$473.2 $487.4 Inventories are primarily valued using the first-in first-out method. |
Goodwill and Indefinite-Lived I
Goodwill and Indefinite-Lived Intangibles | 3 Months Ended |
Sep. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [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 September 2, 2023 and June 3, 2023:(In millions)Americas ContractInternational Contract & SpecialtyGlobal Retail Total June 3, 2023Goodwill $565.1 $303.0 $479.1 $1,347.2 Foreign currency translation adjustments0.7 0.6 0.6 1.9 Accumulated impairment losses(36.7)— (88.8)(125.5)September 2, 2023$529.1 $303.6 $390.9 $1,223.6 Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following: (In millions)Indefinite-lived Intangible AssetsJune 3, 2023$480.7 Foreign currency translation adjustments0.7 September 2, 2023$481.4 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. During the third quarter of fiscal year 2023, the Company assessed changes in circumstances that occurred during the quarter to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. Although our annual impairment test is performed during the fourth quarter, we perform this qualitative assessment each interim reporting period.While there was no single determinate event, the consideration in totality of several factors that developed during the third quarter of fiscal year 2023 led us to conclude that it was more likely than not that the fair value of the Global Retail reporting unit was below its carrying amount. These factors included: (i) the decision to discontinue stand-alone operations of the Fully brand and (ii) the assessment of our third quarter results, for which the performance of the Global Retail reporting unit was below management's expectations. Accordingly, the Company performed an interim quantitative impairment analysis as of March 4, 2023 to determine the fair value of the Global Retail reporting unit as compared to the carrying value. In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired. The Company determined that the Global Retail reporting unit exceeded its carrying value by 1% and therefore has a heightened risk of future impairments if any assumptions, estimates or market factors change in the future.Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2023, our annual testing date. In performing the qualitative impairment test for fiscal year 2023, the Company determined that the fair value of its reporting units exceeded the carrying amount and, as such, these reporting units were not impaired. During the first quarter of fiscal year 2024, the Company performed an assessment to determine whether there were indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value. No indicators of a triggering event for potential impairment were noted in the first quarter of fiscal 2024.The Company generally uses the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:•actual and forecasted revenue growth rates and operating margins,•discount rates based on the reporting unit's weighted average cost of capital, and•revenue and EBITDA of comparable companiesThe Company had selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies. 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. Management has not identified any events or changes in circumstances that may indicate that an indefinite-lived intangible is more likely than not to be impaired as of the first quarter of fiscal year 2024. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Sep. 02, 2023 | |
Retirement Benefits [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 BenefitsThree Months Ended September 2, 2023Three Months Ended September 3, 2022(In millions)DomesticInternationalDomesticInternationalService cost$— $— $— $— Interest cost1.5 1.0 1.5 0.8 Expected return on plan assets(1)(2.3)(1.3)(2.0)(1.2)Expected administrative expenses0.2 — 0.1 — Net amortization loss— — — 0.6 Net periodic benefit (income) cost$(0.6)$(0.3)$(0.4)$0.2 (1)The weighted-average expected long-term rate of return on plan assets is 6.00%. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 02, 2023 | |
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 EndedSeptember 2, 2023September 3, 2022Numerators:Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc. - in millions$16.7 $25.8 Denominators:Denominator for basic EPS, weighted-average common shares outstanding75,327,544 75,482,572 Potentially dilutive shares resulting from stock plans379,992 784,394 Denominator for diluted EPS75,707,536 76,266,966 Antidilutive equity awards not included in weighted-average common shares - diluted3,783,297 823,497 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 02, 2023 | |
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)September 2, 2023September 3, 2022Stock-based compensation expense$6.4 $5.4 Related income tax effect$1.6 $1.3 Certain Company 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's process for determining the provision for income taxes for the three months ended September 2, 2023 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 24.4% and 18.8%, respectively, for the three month periods ended September 2, 2023 and September 3, 2022. The year over year change in the effective tax rate for the three months ended September 2, 2023 resulted from the current year quarter reporting pre-tax book income with unfavorable discrete compensation impacts in the United States. The same quarter of the prior year had favorable tax credit impacts in the United States. For the three months ended September 2, 2023, the effective tax rate is higher than the United States federal statutory rate due to an unfavorable discrete tax adjustment in the current quarter related to stock compensation in the United States. For the three months ended September 3, 2022, the effective tax rate was lower than the United States federal statutory rate due to the favorable impact of increased foreign tax credits in the United States resulting from the recapture of prior year overall domestic loss.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 September 2, 2023 and September 3, 2022. The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was:(In millions)September 2, 2023June 3, 2023Liability for interest and penalties$0.8 $0.7 Liability for uncertain tax positions, current$1.6 $1.6 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 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 02, 2023 | |
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, 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)September 2, 2023June 3, 2023Carrying value$1,350.1 $1,414.4 Fair value$1,364.0 $1,378.2 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 September 2, 2023 and June 3, 2023. (In millions)September 2, 2023June 3, 2023Financial AssetsNAVQuoted Prices with OtherObservable Inputs (Level 2)NAVQuoted Prices with Other Observable Inputs (Level 2)Cash equivalents:Money market funds$4.2 $— $17.3 $— Foreign currency forward contracts— 0.6 — 1.3 Deferred compensation plan— 18.0 — 16.3 Total$4.2 $18.6 $17.3 $17.6 Financial LiabilitiesForeign currency forward contracts— 1.3 — 1.8 Total$— $1.3 $— $1.8 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: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 September 2, 2023 and June 3, 2023. (In millions)September 2, 2023June 3, 2023Financial AssetsBalance Sheet LocationQuoted Prices with Other Observable Inputs (Level 2)Quoted Prices with Other Observable Inputs (Level 2)Interest rate swap agreementOther noncurrent assets$67.2 $59.9 Total$67.2 $59.9 Financial LiabilitiesInterest rate swap agreementOther liabilities$— $3.0 Total$— $3.0 Derivative Instruments and Hedging ActivitiesForeign Currency Forward ContractsThe 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. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These 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 SwapsThe 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 September 2, 2023. 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.(In millions)Notional AmountForward Start DateAmendment Effective DateTermination DateEffective Fixed Interest RateSeptember 2016 Interest Rate Swap$150.0 January 3, 2018February 3, 2023January 3, 20281.910 %June 2017 Interest Rate Swap$75.0 January 3, 2018February 3, 2023January 3, 20282.348 %January 2022 Interest Rate Swap$575.0 January 31, 2022January 31, 2023January 29, 20271.650 %March 2023 Interest Rate Swap$150.0 March 3, 2023noneJanuary 3, 20293.950 %The swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448% plus applicable margin to an effective fixed interest rate plus 0.11448% plus applicable margin under the terms of our Credit Agreement, as amended. Effective Fixed Interest Rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above.The following table summarizes the effects of the interest rate swap agreements for the three months ended:Three Months Ended(In millions)September 2, 2023September 3, 2022Gain recognized in Other comprehensive loss (effective portion)$7.8 $14.3 Gain (Loss) reclassified from Accumulated other comprehensive loss into earnings$7.4 $(0.4)There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended September 2, 2023 and September 3, 2022. The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $30.3 million, net of tax is $22.7 million.Redeemable Noncontrolling InterestsChanges in the Company's redeemable noncontrolling interest in HAY for the three months ended September 2, 2023 and September 3, 2022 are as follows:(In millions)September 2, 2023September 3, 2022Beginning Balance$107.6 $106.9 Net income attributable to redeemable noncontrolling interests(0.6)1.6 Dividend attributable to redeemable noncontrolling interests— — Cumulative translation adjustments attributable to redeemable noncontrolling interests— 0.1 Foreign currency translation adjustments0.6 (7.9)Ending Balance$107.6 $100.7 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Product WarrantiesThe 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 programs. 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)September 2, 2023September 3, 2022Accrual Balance — beginning$73.9 $73.2 Accrual for warranty matters5.2 4.3 Settlements and adjustments(5.9)(5.2)Accrual Balance — ending$73.2 $72.3 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 September 2, 2023, the Company had a maximum financial exposure related to performance bonds totaling approximately $9.6 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 September 2, 2023 or June 3, 2023.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 September 2, 2023, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $13.9 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 with respect to these arrangements as of September 2, 2023 or June 3, 2023.ContingenciesThe 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 |
Sep. 02, 2023 | |
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 September 2, 2023 and June 3, 2023 consisted of the following: (In millions)September 2, 2023June 3, 2023Syndicated revolving line of credit, due July 2026$367.3 $426.7 Term Loan A, 7.1955%, due July 2026365.0 370.0 Term Loan B, 7.4455%, due July 2028614.1 615.6 Supplier financing program2.4 2.1 Finance lease liability1.3 — Total debt$1,350.1 $1,414.4 Less: Unamortized discount and issuance costs(15.0)(15.9)Less: Current debt(36.3)(33.4)Long-term debt$1,298.8 $1,365.1 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 rate 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, and to pay fees, costs, and expenses related thereto. In January 2023, the company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S. dollar borrowings. SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement. The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property. The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.During the three months ended September 2, 2023 and the three months ended September 3, 2022, the Company made total principal payments on term loans "A" and "B" in the amounts of $5.0 million and $1.6 million, respectively. Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:(In millions)September 2, 2023June 3, 2023Syndicated revolving line of credit borrowing capacity$725.0 $725.0 Less: Borrowings under the syndicated revolving line of credit367.3 426.7 Less: Outstanding letters of credit13.9 14.1 Available borrowings under the syndicated revolving line of credit$343.8 $284.2 Supplier Financing ProgramThe 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 “Accounts payable” in the Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt”. As of September 2, 2023, the liability related to the supplier financing program is $2.4 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Sep. 02, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended September 2, 2023 and September 3, 2022: (In millions)Cumulative Translation AdjustmentsPension and Other Post-retirement Benefit PlansInterest Rate Swap AgreementAccumulated Other Comprehensive LossBalance at June 3, 2023$(114.0)$(23.8)$42.7 $(95.1)Other comprehensive income (loss), net of tax before reclassifications3.9 — 0.4 4.3 Reclassification from accumulated other comprehensive loss - Other, net— (0.1)7.4 7.3 Tax benefit— — — — Net reclassifications— (0.1)7.4 7.3 Net current period other comprehensive income (loss)3.9 (0.1)7.8 11.6 Balance at September 2, 2023$(110.1)$(23.9)$50.5 $(83.5)Balance at May 28, 2022$(93.9)$(36.9)$23.7 $(107.1)Other comprehensive (loss) income, net of tax before reclassifications(72.5)— 14.7 (57.8)Reclassification from accumulated other comprehensive loss - Other, net— 0.5 (0.4)0.1 Tax benefit— (0.1)— (0.1)Net reclassifications— 0.4 (0.4)— Net current period other comprehensive (loss) income(72.5)0.4 14.3 (57.8)Balance at September 3, 2022$(166.4)$(36.5)$38.0 $(164.9) |
Operating Segments
Operating Segments | 3 Months Ended |
Sep. 02, 2023 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |
Operating Segments | Operating Segments The Company's reportable segments consist of three segments: Americas Contract ("Americas"), International Contract & Specialty ("International & Specialty"), and Global Retail ("Retail").The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America. The International Contract and Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global activities of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles. The Global Retail segment includes global 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, and physical retail 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)September 2, 2023September 3, 2022Net Sales:Americas$490.4 $537.4 International & Specialty228.3 272.5 Retail199.0 268.9 Total$917.7 $1,078.8 Operating Earnings:Americas$41.4 $20.4 International & Specialty11.4 27.9 Retail2.2 17.8 Total reportable segments$55.0 $66.1 Corporate(14.7)(15.3)Total$40.3 $50.8 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 |
Sep. 02, 2023 | |
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, as well as non-cash severance, including accelerated equity award compensation expense. The Company also incurs expenses that are an integral component of, and directly attributable 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 expenses associated with integration initiatives are included in Selling, general and administrative and the expenses associated with restructuring activities are included in Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income. Knoll Integration: Following the Knoll acquisition, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize operations of the combined organization. The Company currently expects that the Knoll Integration will result in pre-tax cash costs that are expected to be approximately $150 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 the reorganization and consolidation of facilities as well as asset impairment charges.•Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the Knoll acquisition. For the three months ended September 2, 2023, we incurred $3.9 million of costs related to the Knoll Integration which was comprised of $3.4 million of exit and disposal costs related to the consolidation of facilities and $0.5 million of other integration costs. For the three months ended September 3, 2022, we incurred $4.6 million of costs related to the Knoll Integration including: $1.2 million of severance and employee benefit costs, $1.4 million of lease termination fees, and $2.0 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 September 2, 2023:(In millions)Severance and Employee BenefitExit and Disposal ActivitiesTotalJune 3, 2023$2.9 $— $2.9 Integration Costs— 3.4 3.4 Amounts Paid(1.4)(2.1)(3.5)Non-cash costs— (1.3)(1.3)September 2, 2023$1.5 $— $1.5 The Company expects that a substantial portion of the liability for the Knoll Integration as of September 2, 2023 will be paid in the balance of fiscal year 2024. The following is a summary of integration expenses by segment for the periods indicated:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract$3.1 $2.9 International Contract & Specialty0.7 0.5 Retail— 0.2 Corporate0.1 1.0 Total$3.9 $4.6 Restructuring ActivitiesDuring fiscal year 2023, the Company announced a series of actions that relate to the 2023 restructuring plan ("2023 restructuring plan") to reduce expenses. These restructuring activities included voluntary and involuntary reductions in workforces and charges incurred in connection with the decision to cease operating Fully as a stand-alone brand. As the result of these actions, the Company projected an annualized expense reduction of approximately $30 million to $35 million. The Company incurred $34.0 million of costs related to the 2023 restructuring plan comprised of $27.9 million of severance and employee benefit costs and $6.1 million of non-impairment charges related to the closure of the Fully business. The restructuring plan was complete in fiscal 2023 and no future costs related to this plan are expected.During fiscal year 2024, the Company announced an action related to the 2024 restructuring plan ("2024 restructuring plan") to reduce expenses. This restructuring activity included involuntary reductions in workforces. As the result of the action, the Company projects an annualized expense reduction of approximately $5 million to $6 million. The Company incurred $5.2 million of severance and employee benefit costs related to the 2024 restructuring plan. The following table provides an analysis of the changes in the restructuring cost reserve for the three months ended September 2, 2023:Severance and Employee-Related(In millions)2024 Restructuring Plan2023 Restructuring PlanJune 3, 2023$— $7.3 Restructuring Costs5.2 — Amounts Paid(1.8)(3.8)September 2, 2023$3.4 $3.5 The Company expects that remaining liability for the 2023 and 2024 restructuring plans as of September 2, 2023, will be paid in fiscal year 2024.The following is a summary of restructuring costs by segment for the periods indicated:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract$4.3 $— International Contract & Specialty0.7 — Retail0.2 0.5 Total$5.2 $0.5 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Sep. 02, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company entered into long-term notes receivable with certain of its third-party owned dealers that are deemed to be variable interests in variable interest entities. The carrying value of these long-term notes receivable was $12.8 million and $6.3 million as of September 2, 2023 and June 3, 2023 respectively and represents the Company’s maximum exposure to loss. The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Pay vs Performance Disclosure | ||
Net earnings | $ 16.7 | $ 25.8 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 02, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Recently Issued Accounting St_2
Recently Issued Accounting Standards (Policies) | 3 Months Ended |
Sep. 02, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Basis of Presentation | Basis of Presentation The Condensed Consolidated Financial Statements have been prepared by MillerKnoll, Inc. 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 "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, 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 September 2, 2023. Operating results for the three months ended September 2, 2023 are not necessarily indicative of the results that may be expected for the year ending June 1, 2024 ("fiscal 2024"). These Condensed Consolidated Financial Statements should 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 June 3, 2023 ("fiscal 2023"). |
Intercompany Transactions | All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The financial statements of equity method investments are not consolidated. |
Fiscal Period | The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31. The fiscal year ending June 1, 2024 contains 52 weeks, while fiscal year ended June 3, 2023 ("fiscal 2023") contained 53 week. The first quarter of fiscal 2024 contained 13 weeks and the first quarter of fiscal 2023 contained 14 weeks. |
Recently Issued Accounting Standards | The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("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 primarily valued using the first-in first-out method. |
Share-Based Compensation | Certain Company 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. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging ActivitiesForeign Currency Forward ContractsThe 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. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These 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 SwapsThe 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 September 2, 2023. 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 |
Sep. 02, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | Revenue disaggregated by contract type is provided in the table below:Three Months Ended(In millions)September 2, 2023September 3, 2022Net Sales:Single performance obligationProduct revenue$845.5 $1,007.7 Multiple performance obligationsProduct revenue68.7 66.5 Service revenue1.0 1.2 Other2.5 3.4 Total$917.7 $1,078.8 Revenue disaggregated by product type and reportable segment is provided in the table below:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract:Workplace$324.2 $338.7 Performance Seating103.3 115.7 Lifestyle60.6 74.3 Other2.3 8.7 Total Americas Contract$490.4 $537.4 International Contract & Specialty:Workplace$38.7 $44.4 Performance Seating52.6 68.8 Lifestyle88.4 102.7 Other48.6 56.6 Total International Contract & Specialty$228.3 $272.5 Global Retail:Workplace$4.2 $27.5 Performance Seating42.1 51.2 Lifestyle152.5 189.8 Other0.2 0.4 Total Global Retail$199.0 $268.9 Total$917.7 $1,078.8 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Fair Value of Consideration Transferred | The acquisition date fair value of the consideration transferred for Knoll was $1,887.3 million, which consisted of the following (in millions, except share amounts): Knoll SharesHerman Miller, Inc (now MillerKnoll, Inc.) Shares ExchangedFair ValueCash Consideration:Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 $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, 2021184,857 1.4 Total number of Knoll shares for cash consideration49,629,682 Shares of Knoll Preferred Stock issued and outstanding at July 19, 2021169,165 254.4 Consideration for payment to settle Knoll's outstanding debt376.9 Share Consideration:Shares of Knoll Common Stock issued and outstanding at July 19, 202149,444,825 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, 202174,857 Total number of Knoll shares for share consideration49,519,682 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, 202122.4 Total acquisition date fair value of consideration transferred$1,887.3 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:(In millions)Fair ValueCash$88.0 Accounts receivable82.3 Inventories219.9 Other current assets29.2 Property and equipment296.5 Right-of-use assets202.7 Intangible assets756.6 Goodwill903.5 Other noncurrent assets25.1 Total assets acquired2,603.8 Accounts payable144.0 Other current liabilities153.1 Lease liabilities177.8 Other liabilities241.6 Total liabilities assumed716.5 Net Assets Acquired$1,887.3 |
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 as of the acquisition date:(In millions)Valuation MethodUseful Life (years)Fair ValueBacklogMulti-Period Excess EarningsLess than 1 Year$27.6 Trade name - indefinite livedRelief from RoyaltyIndefinite418.0 Trade name - amortizingRelief from Royalty5-10 Years14.0 DesignsRelief from Royalty9-15 years40.0 Customer RelationshipsMulti-Period Excess Earnings2-15 years257.0 Total$756.6 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | (In millions)September 2, 2023June 3, 2023Finished goods and work in process$349.1 $357.2 Raw materials124.1 130.2 Total$473.2 $487.4 |
Goodwill and Indefinite-Lived_2
Goodwill and Indefinite-Lived Intangibles (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Goodwill and Intangible Assets Disclosure [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 September 2, 2023 and June 3, 2023:(In millions)Americas ContractInternational Contract & SpecialtyGlobal Retail Total June 3, 2023Goodwill $565.1 $303.0 $479.1 $1,347.2 Foreign currency translation adjustments0.7 0.6 0.6 1.9 Accumulated impairment losses(36.7)— (88.8)(125.5)September 2, 2023$529.1 $303.6 $390.9 $1,223.6 Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following: (In millions)Indefinite-lived Intangible AssetsJune 3, 2023$480.7 Foreign currency translation adjustments0.7 September 2, 2023$481.4 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans: Pension BenefitsThree Months Ended September 2, 2023Three Months Ended September 3, 2022(In millions)DomesticInternationalDomesticInternationalService cost$— $— $— $— Interest cost1.5 1.0 1.5 0.8 Expected return on plan assets(1)(2.3)(1.3)(2.0)(1.2)Expected administrative expenses0.2 — 0.1 — Net amortization loss— — — 0.6 Net periodic benefit (income) cost$(0.6)$(0.3)$(0.4)$0.2 (1)The weighted-average expected long-term rate of return on plan assets is 6.00%. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
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 EndedSeptember 2, 2023September 3, 2022Numerators:Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc. - in millions$16.7 $25.8 Denominators:Denominator for basic EPS, weighted-average common shares outstanding75,327,544 75,482,572 Potentially dilutive shares resulting from stock plans379,992 784,394 Denominator for diluted EPS75,707,536 76,266,966 Antidilutive equity awards not included in weighted-average common shares - diluted3,783,297 823,497 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Stock-Based Compensation [Abstract] | |
Schedule 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)September 2, 2023September 3, 2022Stock-based compensation expense$6.4 $5.4 Related income tax effect$1.6 $1.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Liability for Potential Interest and Penalties on Uncertain Tax Positions | The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was:(In millions)September 2, 2023June 3, 2023Liability for interest and penalties$0.8 $0.7 Liability for uncertain tax positions, current$1.6 $1.6 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
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)September 2, 2023June 3, 2023Carrying value$1,350.1 $1,414.4 Fair value$1,364.0 $1,378.2 |
Schedule of 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 September 2, 2023 and June 3, 2023. (In millions)September 2, 2023June 3, 2023Financial AssetsNAVQuoted Prices with OtherObservable Inputs (Level 2)NAVQuoted Prices with Other Observable Inputs (Level 2)Cash equivalents:Money market funds$4.2 $— $17.3 $— Foreign currency forward contracts— 0.6 — 1.3 Deferred compensation plan— 18.0 — 16.3 Total$4.2 $18.6 $17.3 $17.6 Financial LiabilitiesForeign currency forward contracts— 1.3 — 1.8 Total$— $1.3 $— $1.8 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 September 2, 2023 and June 3, 2023. (In millions)September 2, 2023June 3, 2023Financial AssetsBalance Sheet LocationQuoted Prices with Other Observable Inputs (Level 2)Quoted Prices with Other Observable Inputs (Level 2)Interest rate swap agreementOther noncurrent assets$67.2 $59.9 Total$67.2 $59.9 Financial LiabilitiesInterest rate swap agreementOther liabilities$— $3.0 Total$— $3.0 |
Schedule of Interest Rate Derivatives | (In millions)Notional AmountForward Start DateAmendment Effective DateTermination DateEffective Fixed Interest RateSeptember 2016 Interest Rate Swap$150.0 January 3, 2018February 3, 2023January 3, 20281.910 %June 2017 Interest Rate Swap$75.0 January 3, 2018February 3, 2023January 3, 20282.348 %January 2022 Interest Rate Swap$575.0 January 31, 2022January 31, 2023January 29, 20271.650 %March 2023 Interest Rate Swap$150.0 March 3, 2023noneJanuary 3, 20293.950 %The following table summarizes the effects of the interest rate swap agreements for the three months ended:Three Months Ended(In millions)September 2, 2023September 3, 2022Gain recognized in Other comprehensive loss (effective portion)$7.8 $14.3 Gain (Loss) reclassified from Accumulated other comprehensive loss into earnings$7.4 $(0.4) |
Schedule of Redeemable Noncontrolling Interest | Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended September 2, 2023 and September 3, 2022 are as follows:(In millions)September 2, 2023September 3, 2022Beginning Balance$107.6 $106.9 Net income attributable to redeemable noncontrolling interests(0.6)1.6 Dividend attributable to redeemable noncontrolling interests— — Cumulative translation adjustments attributable to redeemable noncontrolling interests— 0.1 Foreign currency translation adjustments0.6 (7.9)Ending Balance$107.6 $100.7 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
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)September 2, 2023September 3, 2022Accrual Balance — beginning$73.9 $73.2 Accrual for warranty matters5.2 4.3 Settlements and adjustments(5.9)(5.2)Accrual Balance — ending$73.2 $72.3 |
Short-Term Borrowings and Lon_2
Short-Term Borrowings and Long-Term Debt (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Short-term borrowings and long-term debt as of September 2, 2023 and June 3, 2023 consisted of the following: (In millions)September 2, 2023June 3, 2023Syndicated revolving line of credit, due July 2026$367.3 $426.7 Term Loan A, 7.1955%, due July 2026365.0 370.0 Term Loan B, 7.4455%, due July 2028614.1 615.6 Supplier financing program2.4 2.1 Finance lease liability1.3 — Total debt$1,350.1 $1,414.4 Less: Unamortized discount and issuance costs(15.0)(15.9)Less: Current debt(36.3)(33.4)Long-term debt$1,298.8 $1,365.1 |
Schedule of Line of Credit Facilities | Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:(In millions)September 2, 2023June 3, 2023Syndicated revolving line of credit borrowing capacity$725.0 $725.0 Less: Borrowings under the syndicated revolving line of credit367.3 426.7 Less: Outstanding letters of credit13.9 14.1 Available borrowings under the syndicated revolving line of credit$343.8 $284.2 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended September 2, 2023 and September 3, 2022: (In millions)Cumulative Translation AdjustmentsPension and Other Post-retirement Benefit PlansInterest Rate Swap AgreementAccumulated Other Comprehensive LossBalance at June 3, 2023$(114.0)$(23.8)$42.7 $(95.1)Other comprehensive income (loss), net of tax before reclassifications3.9 — 0.4 4.3 Reclassification from accumulated other comprehensive loss - Other, net— (0.1)7.4 7.3 Tax benefit— — — — Net reclassifications— (0.1)7.4 7.3 Net current period other comprehensive income (loss)3.9 (0.1)7.8 11.6 Balance at September 2, 2023$(110.1)$(23.9)$50.5 $(83.5)Balance at May 28, 2022$(93.9)$(36.9)$23.7 $(107.1)Other comprehensive (loss) income, net of tax before reclassifications(72.5)— 14.7 (57.8)Reclassification from accumulated other comprehensive loss - Other, net— 0.5 (0.4)0.1 Tax benefit— (0.1)— (0.1)Net reclassifications— 0.4 (0.4)— Net current period other comprehensive (loss) income(72.5)0.4 14.3 (57.8)Balance at September 3, 2022$(166.4)$(36.5)$38.0 $(164.9) |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
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)September 2, 2023September 3, 2022Net Sales:Americas$490.4 $537.4 International & Specialty228.3 272.5 Retail199.0 268.9 Total$917.7 $1,078.8 Operating Earnings:Americas$41.4 $20.4 International & Specialty11.4 27.9 Retail2.2 17.8 Total reportable segments$55.0 $66.1 Corporate(14.7)(15.3)Total$40.3 $50.8 |
Restructuring and Integration_2
Restructuring and Integration Expense (Tables) | 3 Months Ended |
Sep. 02, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of 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 September 2, 2023:(In millions)Severance and Employee BenefitExit and Disposal ActivitiesTotalJune 3, 2023$2.9 $— $2.9 Integration Costs— 3.4 3.4 Amounts Paid(1.4)(2.1)(3.5)Non-cash costs— (1.3)(1.3)September 2, 2023$1.5 $— $1.5 The following is a summary of integration expenses by segment for the periods indicated:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract$3.1 $2.9 International Contract & Specialty0.7 0.5 Retail— 0.2 Corporate0.1 1.0 Total$3.9 $4.6 The following table provides an analysis of the changes in the restructuring cost reserve for the three months ended September 2, 2023:Severance and Employee-Related(In millions)2024 Restructuring Plan2023 Restructuring PlanJune 3, 2023$— $7.3 Restructuring Costs5.2 — Amounts Paid(1.8)(3.8)September 2, 2023$3.4 $3.5 The following is a summary of restructuring costs by segment for the periods indicated:Three Months Ended(In millions)September 2, 2023September 3, 2022Americas Contract$4.3 $— International Contract & Specialty0.7 — Retail0.2 0.5 Total$5.2 $0.5 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenue Disaggregated By Contract Type (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 917.7 | $ 1,078.8 |
Single performance obligation | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 845.5 | 1,007.7 |
Multiple performance obligations | Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 68.7 | 66.5 |
Multiple performance obligations | Service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1 | 1.2 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2.5 | $ 3.4 |
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 | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 917.7 | $ 1,078.8 |
Americas Contract | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 490.4 | 537.4 |
Americas Contract | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 324.2 | 338.7 |
Americas Contract | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 103.3 | 115.7 |
Americas Contract | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 60.6 | 74.3 |
Americas Contract | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2.3 | 8.7 |
International Contract & Specialty | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 228.3 | 272.5 |
International Contract & Specialty | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 38.7 | 44.4 |
International Contract & Specialty | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 52.6 | 68.8 |
International Contract & Specialty | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 88.4 | 102.7 |
International Contract & Specialty | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 48.6 | 56.6 |
Global Retail | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 199 | 268.9 |
Global Retail | Workplace | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4.2 | 27.5 |
Global Retail | Performance Seating | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 42.1 | 51.2 |
Global Retail | Lifestyle | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 152.5 | 189.8 |
Global Retail | Other | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 0.2 | $ 0.4 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, net sales | $ 47.5 | $ 79.1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jul. 19, 2021 USD ($) $ / shares | May 28, 2022 USD ($) | Sep. 02, 2023 USD ($) | Jun. 03, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,223.6 | $ 1,221.7 | ||
Knoll | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 30 | |||
Number of shares of Herman Miller, Inc. (now MillerKnoll, Inc.) stock to be issued for each issued and outstanding share of Knoll | 0.32 | |||
Business acquisition, share price (in dollar per share) | $ / shares | $ 11 | |||
Total acquisition date fair value of consideration transferred | $ 1,887.3 | |||
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 | 903.5 | |||
Knoll | Knoll | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 903.5 | |||
Net decrease to goodwill | $ 22.4 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions by Acquisition, Fair Value of Consideration Transferred (Details) - USD ($) $ in Millions | Jul. 19, 2021 | Sep. 02, 2023 | Jun. 03, 2023 |
Business Acquisition [Line Items] | |||
Shares of Knoll common stock issued and outstanding (in shares) | 74,405,225 | ||
Shares of Knoll common stock issued and outstanding (in shares) | 74,405,225 | ||
Shares of Knoll preferred stock issued (in shares) | 0 | 0 | |
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 | 22.4 | ||
Total acquisition date fair value of consideration transferred | $ 1,887.3 | ||
Knoll | |||
Business Acquisition [Line Items] | |||
Shares of Knoll common stock issued and outstanding (in shares) | 49,444,825 | ||
Shares of Knoll common stock issued and outstanding (in shares) | 49,444,825 | ||
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 (in shares) | 184,857 | ||
Total number of Knoll shares for cash consideration (in shares) | 49,629,682 | ||
Shares of Knoll common stock issued and outstanding | $ 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 | $ 1.4 | ||
Shares of Knoll preferred stock issued (in shares) | 169,165 | ||
Shares of Knoll preferred stock outstanding (in shares) | 169,165 | ||
Shares of Knoll preferred stock issued and outstanding | $ 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 (in shares) | 74,857 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 | Jul. 19, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,223.6 | $ 1,221.7 | |
Knoll | |||
Business Acquisition [Line Items] | |||
Cash | $ 88 | ||
Accounts receivable | 82.3 | ||
Inventories | 219.9 | ||
Other current assets | 29.2 | ||
Property and equipment | 296.5 | ||
Right-of-use assets | 202.7 | ||
Intangible assets | 756.6 | ||
Goodwill | 903.5 | ||
Other noncurrent assets | 25.1 | ||
Total assets acquired | 2,603.8 | ||
Accounts payable | 144 | ||
Other current liabilities | 153.1 | ||
Lease liabilities | 177.8 | ||
Other liabilities | 241.6 | ||
Total liabilities assumed | 716.5 | ||
Net Assets Acquired | $ 1,887.3 |
Acquisitions - Schedule of Fini
Acquisitions - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - Knoll $ in Millions | Jul. 19, 2021 USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 756.6 |
Trade name - indefinite lived | |
Business Acquisition [Line Items] | |
Fair Value | $ 418 |
Backlog | |
Business Acquisition [Line Items] | |
Useful Life (years) | 1 year |
Fair Value | $ 27.6 |
Trade name - indefinite lived | |
Business Acquisition [Line Items] | |
Fair Value | $ 14 |
Trade name - indefinite lived | Minimum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 5 years |
Trade name - indefinite lived | Maximum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 10 years |
Designs | |
Business Acquisition [Line Items] | |
Fair Value | $ 40 |
Designs | Minimum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 9 years |
Designs | Maximum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 15 years |
Customer Relationships | |
Business Acquisition [Line Items] | |
Fair Value | $ 257 |
Customer Relationships | Minimum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 2 years |
Customer Relationships | Maximum | |
Business Acquisition [Line Items] | |
Useful Life (years) | 15 years |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods and work in process | $ 349.1 | $ 357.2 |
Raw materials | 124.1 | 130.2 |
Total | $ 473.2 | $ 487.4 |
Goodwill and Indefinite-Lived_3
Goodwill and Indefinite-Lived Intangibles - Schedule of Goodwill and Indefinite-lived Intangibles (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Jun. 03, 2023 | |
Goodwill [Roll Forward] | ||
Goodwill | $ 1,347.2 | |
Foreign currency translation adjustments | $ 1.9 | |
Accumulated impairment losses | (125.5) | |
Goodwill | 1,223.6 | 1,221.7 |
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Indefinite-lived intangible assets, beginning balance | 480.7 | |
Foreign currency translation adjustments | 0.7 | |
Indefinite-lived intangible assets, ending balance | 481.4 | |
Americas Contract | ||
Goodwill [Roll Forward] | ||
Goodwill | 565.1 | |
Foreign currency translation adjustments | 0.7 | |
Accumulated impairment losses | (36.7) | |
Goodwill | 529.1 | |
International Contract & Specialty | ||
Goodwill [Roll Forward] | ||
Goodwill | 303 | |
Foreign currency translation adjustments | 0.6 | |
Accumulated impairment losses | 0 | |
Goodwill | 303.6 | |
Global Retail | ||
Goodwill [Roll Forward] | ||
Goodwill | $ 479.1 | |
Foreign currency translation adjustments | 0.6 | |
Accumulated impairment losses | (88.8) | |
Goodwill | $ 390.9 |
Goodwill and Indefinite-Lived_4
Goodwill and Indefinite-Lived Intangibles - Additional Information (Details) | Mar. 04, 2023 |
Global Retail | |
Goodwill [Line Items] | |
Reporting unit, percentage of fair value in excess of carrying amount (in percent) | 1% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Defined Benefit Plan Disclosure | ||
Weighted average expected long-term rate of return on plan assets (percent) | 6% | 6% |
Domestic | ||
Defined Benefit Plan Disclosure | ||
Service cost | $ 0 | $ 0 |
Interest cost | 1.5 | 1.5 |
Expected return on plan assets | (2.3) | (2) |
Expected administrative expenses | 0.2 | 0.1 |
Net amortization loss | 0 | 0 |
Net periodic benefit (income) cost | (0.6) | (0.4) |
International | ||
Defined Benefit Plan Disclosure | ||
Service cost | 0 | 0 |
Interest cost | 1 | 0.8 |
Expected return on plan assets | (1.3) | (1.2) |
Expected administrative expenses | 0 | 0 |
Net amortization loss | 0 | 0.6 |
Net periodic benefit (income) cost | $ (0.3) | $ 0.2 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Numerators: | ||
Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc. | $ 16.7 | $ 25.8 |
Denominators: | ||
Denominator for basic EPS, weighted-average common shares outstanding (in shares) | 75,327,544 | 75,482,572 |
Potentially dilutive shares resulting from stock plans (in shares) | 379,992 | 784,394 |
Denominator for diluted EPS (in shares) | 75,707,536 | 76,266,966 |
Antidilutive equity awards not included in weighted-average common shares - diluted (in shares) | 3,783,297 | 823,497 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Stock-Based Compensation [Abstract] | ||
Stock-based compensation expense | $ 6.4 | $ 5.4 |
Related income tax effect | $ 1.6 | $ 1.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rates (percent) | 24.40% | 18.80% |
Income Taxes - Schedule of Inte
Income Taxes - Schedule of Interest, Penalties and Uncertain Tax Positions (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Income Tax Disclosure [Abstract] | ||
Liability for interest and penalties | $ 0.8 | $ 0.7 |
Liability for uncertain tax positions, current | $ 1.6 | $ 1.6 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | $ 1,350.1 | $ 1,414.4 |
Fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value | $ 1,364 | $ 1,378.2 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
NAV | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | $ 0 | $ 0 |
Total | 4.2 | 17.3 |
Total | 0 | 0 |
NAV | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts - asset | 0 | 0 |
Foreign currency forward contracts - liability | 0 | 0 |
Quoted Prices with Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan | 18 | 16.3 |
Total | 18.6 | 17.6 |
Total | 1.3 | 1.8 |
Quoted Prices with Other Observable Inputs (Level 2) | Other Comprehensive Income (Loss) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 67.2 | 59.9 |
Total | 0 | 3 |
Quoted Prices with Other Observable Inputs (Level 2) | Foreign currency forward contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency forward contracts - asset | 0.6 | 1.3 |
Foreign currency forward contracts - liability | 1.3 | 1.8 |
Quoted Prices with Other Observable Inputs (Level 2) | Interest rate swap agreement | Other Comprehensive Income (Loss) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreement - asset | 67.2 | 59.9 |
Interest rate swap agreement - liability | 0 | 3 |
Money market funds | NAV | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 4.2 | 17.3 |
Money market funds | Quoted Prices with Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Inter
Fair Value Measurements - Interest Rate Swap (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Derivative [Line Items] | ||
Gain recognized in Other comprehensive loss (effective portion) | $ 7.8 | $ 14.3 |
Gain (Loss) reclassified from Accumulated other comprehensive loss into earnings | 7.4 | $ (0.4) |
September 2016 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 150 | |
Effective Fixed Interest Rate | 1.91% | |
June 2017 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 75 | |
Effective Fixed Interest Rate | 2.348% | |
January 2022 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 575 | |
Effective Fixed Interest Rate | 1.65% | |
March 2023 Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 150 | |
Effective Fixed Interest Rate | 3.95% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Derivative [Line Items] | ||
Gain (loss) recognized in earnings for hedge ineffectiveness | $ 0 | $ 0 |
Derivative instruments, gains expected to be reclassified from accumulated other comprehensive income | 30,300,000 | |
Derivative instruments, gains expected to be reclassified from accumulated other comprehensive income, net of tax | $ 22,700,000 | |
March 2023 Interest Rate Swap | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Derivative [Line Items] | ||
Debt instrument, basis spread on variable rate (percent) | 0.11448% |
Fair Value Measurements - Redee
Fair Value Measurements - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning Balance | $ 107.6 | |
Net (loss) earnings attributable to redeemable noncontrolling interests | (0.6) | $ 1.6 |
Ending Balance | 107.6 | |
HAY | ||
Redeemable Noncontrolling Interest [Roll Forward] | ||
Beginning Balance | 107.6 | 106.9 |
Net (loss) earnings attributable to redeemable noncontrolling interests | (0.6) | 1.6 |
Dividend attributable to redeemable noncontrolling interests | 0 | 0 |
Cumulative translation adjustments attributable to redeemable noncontrolling interests | 0 | 0.1 |
Foreign currency translation adjustments | 0.6 | (7.9) |
Ending Balance | $ 107.6 | $ 100.7 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Product Warranty Liability (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Accrual Balance — beginning | $ 73.9 | $ 73.2 |
Accrual for warranty matters | 5.2 | 4.3 |
Settlements and adjustments | (5.9) | (5.2) |
Accrual Balance — ending | $ 73.2 | $ 72.3 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Sep. 02, 2023 | Jun. 03, 2023 | |
Performance Guarantee | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, maximum exposure, undiscounted | $ 9,600,000 | |
Guarantor obligations, carrying value | $ 0 | $ 0 |
Performance Guarantee | Minimum | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, term | 1 year | |
Performance Guarantee | Maximum | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, term | 3 years | |
Financial Standby Letter of Credit | ||
Loss Contingencies [Line Items] | ||
Guarantor obligations, maximum exposure, undiscounted | $ 13,900,000 | |
Guarantor obligations, carrying value | $ 0 | $ 0 |
Short-Term Borrowings and Lon_3
Short-Term Borrowings and Long-Term Debt - Schedule of Long Term Debt Instruments (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Debt Instrument [Line Items] | ||
Supplier financing program | $ 2.4 | $ 2.1 |
Finance lease liability | 1.3 | 0 |
Total debt | 1,350.1 | 1,414.4 |
Less: Unamortized discount and issuance costs | (15) | (15.9) |
Less: Current debt | (36.3) | (33.4) |
Long-term debt | $ 1,298.8 | 1,365.1 |
Term Loan A, due July 2026 | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 7.1955% | |
Debt securities | $ 365 | 370 |
Term Loan B, due July 2028 | ||
Debt Instrument [Line Items] | ||
Interest rate (percent) | 7.4455% | |
Debt securities | $ 614.1 | 615.6 |
Syndicated line of credit | Syndicated revolving line of credit, due July 2026 | ||
Debt Instrument [Line Items] | ||
Syndicated revolving line of credit, due July 2026 | $ 367.3 | $ 426.7 |
Short-Term Borrowings and Lon_4
Short-Term Borrowings and Long-Term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2021 USD ($) loan | Sep. 02, 2023 USD ($) | Jun. 03, 2023 USD ($) | Jun. 30, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Supplier financing program | $ 2,400,000 | $ 2,100,000 | ||
Private Placement Notes | Notes | ||||
Debt Instrument [Line Items] | ||||
Number of debt instruments | loan | 2 | |||
Term Loan A, due July 2026 | ||||
Debt Instrument [Line Items] | ||||
Periodic principal payment | 5,000,000 | |||
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 | ||||
Debt Instrument [Line Items] | ||||
Periodic principal payment | $ 1,600,000 | |||
Term Loan B, due July 2028 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term | 7 years | |||
Debt instrument, face amount | $ 625,000,000 | |||
Syndicated line of credit | ||||
Debt Instrument [Line Items] | ||||
Syndicated revolving line of credit borrowing capacity | $ 725,000,000 | $ 500,000,000 |
Short-Term Borrowings and Lon_5
Short-Term Borrowings and Long-Term Debt - Schedule of Line of Credit Facilities (Details) - Syndicated line of credit - USD ($) | Sep. 02, 2023 | Jun. 03, 2023 | Jul. 31, 2021 | Jun. 30, 2021 |
Line of Credit Facility [Line Items] | ||||
Syndicated revolving line of credit borrowing capacity | $ 725,000,000 | $ 500,000,000 | ||
Syndicated revolving line of credit, due July 2026 | ||||
Line of Credit Facility [Line Items] | ||||
Syndicated revolving line of credit borrowing capacity | $ 725,000,000 | $ 725,000,000 | ||
Less: Borrowings under the syndicated revolving line of credit | 367,300,000 | 426,700,000 | ||
Less: Outstanding letters of credit | 13,900,000 | 14,100,000 | ||
Available borrowings under the syndicated revolving line of credit | $ 343,800,000 | $ 284,200,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period | $ 1,432.6 | |
Other comprehensive income (loss), net of tax before reclassifications | 4.3 | $ (57.8) |
Reclassification from accumulated other comprehensive loss - Other, net | 7.3 | 0.1 |
Tax benefit | 0 | (0.1) |
Net reclassifications | 7.3 | 0 |
Net current period other comprehensive income (loss) | 11.6 | (57.8) |
Balance at end of period | 1,422.3 | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period | (95.1) | (107.1) |
Net current period other comprehensive income (loss) | 11.6 | (57.8) |
Balance at end of period | (83.5) | (164.9) |
Cumulative Translation Adjustments | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period | (114) | (93.9) |
Other comprehensive income (loss), net of tax before reclassifications | 3.9 | (72.5) |
Reclassification from accumulated other comprehensive loss - Other, net | 0 | 0 |
Tax benefit | 0 | 0 |
Net reclassifications | 0 | 0 |
Net current period other comprehensive income (loss) | 3.9 | (72.5) |
Balance at end of period | (110.1) | (166.4) |
Pension and Other Post-retirement Benefit Plans | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period | (23.8) | (36.9) |
Other comprehensive income (loss), net of tax before reclassifications | 0 | 0 |
Reclassification from accumulated other comprehensive loss - Other, net | (0.1) | 0.5 |
Tax benefit | 0 | (0.1) |
Net reclassifications | (0.1) | 0.4 |
Net current period other comprehensive income (loss) | (0.1) | 0.4 |
Balance at end of period | (23.9) | (36.5) |
Interest Rate Swap Agreement | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period | 42.7 | 23.7 |
Other comprehensive income (loss), net of tax before reclassifications | 0.4 | 14.7 |
Reclassification from accumulated other comprehensive loss - Other, net | 7.4 | (0.4) |
Tax benefit | 0 | 0 |
Net reclassifications | 7.4 | (0.4) |
Net current period other comprehensive income (loss) | 7.8 | 14.3 |
Balance at end of period | $ 50.5 | $ 38 |
Operating Segments (Details)
Operating Segments (Details) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 USD ($) segment | Sep. 03, 2022 USD ($) | |
Segment Reporting Information | ||
Number of reportable segments | segment | 3 | |
Net sales | $ 917.7 | $ 1,078.8 |
Operating (loss) earnings | 40.3 | 50.8 |
Operating Segments | ||
Segment Reporting Information | ||
Operating (loss) earnings | 55 | 66.1 |
Corporate | ||
Segment Reporting Information | ||
Operating (loss) earnings | (14.7) | (15.3) |
Americas | Operating Segments | ||
Segment Reporting Information | ||
Net sales | 490.4 | 537.4 |
Operating (loss) earnings | 41.4 | 20.4 |
International & Specialty | Operating Segments | ||
Segment Reporting Information | ||
Net sales | 228.3 | 272.5 |
Operating (loss) earnings | 11.4 | 27.9 |
Retail | Operating Segments | ||
Segment Reporting Information | ||
Net sales | 199 | 268.9 |
Operating (loss) earnings | $ 2.2 | $ 17.8 |
Restructuring and Integration_3
Restructuring and Integration Expense - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | Jun. 03, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 5,200,000 | $ 500,000 | |
Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 3,900,000 | 4,600,000 | |
Knoll Integration | Exit and Disposal Activities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 3,400,000 | ||
Knoll Integration | Other Restructuring | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 500,000 | 2,000,000 | |
Knoll Integration | Severance and Employee Benefit | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0 | 1,200,000 | |
Knoll Integration | Lease Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 1,400,000 | ||
Knoll Integration | Knoll | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, expected cost | 150,000,000 | ||
2023 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 34,000,000 | ||
Restructuring costs expected | 0 | ||
2023 Restructuring Plan | Severance and Employee Benefit | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0 | 27,900,000 | |
2023 Restructuring Plan | Severance and Employee Benefit | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost savings | 30,000,000 | ||
2023 Restructuring Plan | Severance and Employee Benefit | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Cost savings | 35,000,000 | ||
2023 Restructuring Plan | Non-Cash Asset Impairments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 6,100,000 | ||
2024 Restructuring Plan | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Annualized expense reduction | 5,000,000 | ||
2024 Restructuring Plan | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Annualized expense reduction | 6,000,000 | ||
2024 Restructuring Plan | Severance and Employee Benefit | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 5,200,000 |
Restructuring and Integration_4
Restructuring and Integration Expense - Schedule of Severance and Employee Benefit Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | |
Changes in Restructuring Liability Balance [Roll Forward] | ||
Integration Costs | $ 5.2 | $ 0.5 |
Knoll Integration | ||
Changes in Restructuring Liability Balance [Roll Forward] | ||
Integration Costs | 3.9 | 4.6 |
Total | Knoll Integration | ||
Changes in Restructuring Liability Balance [Roll Forward] | ||
Beginning balance | 2.9 | |
Integration Costs | 3.4 | |
Amounts Paid | (3.5) | |
Non-cash costs | (1.3) | |
Ending balance | 1.5 | |
Severance and Employee Benefit | Knoll Integration | ||
Changes in Restructuring Liability Balance [Roll Forward] | ||
Beginning balance | 2.9 | |
Integration Costs | 0 | $ 1.2 |
Amounts Paid | (1.4) | |
Non-cash costs | 0 | |
Ending balance | 1.5 | |
Exit and Disposal Activities | Knoll Integration | ||
Changes in Restructuring Liability Balance [Roll Forward] | ||
Beginning balance | 0 | |
Integration Costs | 3.4 | |
Amounts Paid | (2.1) | |
Non-cash costs | (1.3) | |
Ending balance | $ 0 |
Restructuring and Integration_5
Restructuring and Integration Expense - Summary of Restructuring Expenses by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | Jun. 03, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 5.2 | $ 0.5 | |
Americas Contract | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 4.3 | 0 | |
International Contract & Specialty | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0.7 | 0 | |
Retail | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0.2 | 0.5 | |
Knoll Integration | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 3.9 | 4.6 | |
Knoll Integration | Corporate | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0.1 | 1 | |
Knoll Integration | Americas Contract | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 3.1 | 2.9 | |
Knoll Integration | International Contract & Specialty | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | 0.7 | 0.5 | |
Knoll Integration | Retail | Operating Segments | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 0 | $ 0.2 | |
2023 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expense | $ 34 |
Restructuring and Integration_6
Restructuring and Integration Expense - Schedule of Restructuring Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 02, 2023 | Sep. 03, 2022 | Jun. 03, 2023 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Costs | $ 5.2 | $ 0.5 | |
2023 Restructuring Plan | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Costs | $ 34 | ||
Severance and Employee Benefit | 2024 Restructuring Plan | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | ||
Restructuring Costs | 5.2 | ||
Amounts Paid | (1.8) | ||
Ending balance | 3.4 | 0 | |
Severance and Employee Benefit | 2023 Restructuring Plan | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 7.3 | ||
Restructuring Costs | 0 | 27.9 | |
Amounts Paid | (3.8) | ||
Ending balance | $ 3.5 | $ 7.3 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Sep. 02, 2023 | Jun. 03, 2023 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying amounts of long term notes receivable | $ 12.8 | $ 6.3 |