Acquisitions and Divestitures

3 Months Ended

Apr. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Planned Acquisition

On March 7, 2023, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire Kimball International, Inc. ("Kimball") for cash and stock currently valued at approximately $455 million. The Merger Agreement provides for the Corporation to acquire all outstanding shares of Kimball, resulting in Kimball becoming a wholly owned subsidiary of the Corporation. Under the terms of the Merger Agreement, holders of Kimball’s outstanding common stock will receive $9.00 in cash and 0.1301 shares of the Corporation’s common stock for each share of Kimball’s common stock. Immediately following the close of the transaction, Kimball shareholders are expected to own approximately 10 percent of the combined company. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close by mid-2023, subject to the approval of Kimball shareholders, the receipt of required regulatory approval, and the satisfaction of other customary closing conditions. In the first quarter of 2023, the Corporation incurred acquisition-related expenses of $3.4 million that are included in "Selling and administrative expenses" in the Condensed Consolidated Statements of Comprehensive Income.

Acquisition

In June 2022, the Corporation acquired Dickerson Hearth Products ("Dickerson"), an installing fireplace distributor in the Raleigh, North Carolina area, for approximately $8 million. The transaction, which aligns with the Corporation’s vertical integration strategy in the residential building products market, was structured as an asset acquisition and was consummated entirely in cash. The preliminary purchase price allocation includes $7.6 million of goodwill, which includes the impact of immaterial purchase adjustments made during the current quarter. The remaining assets and liabilities acquired were not material to the consolidated financial statements. The purchase accounting remains open as of April 1, 2023 and will be finalized in the second quarter of 2023. The acquisition was accounted for using the acquisition method pursuant to ASC 805, with goodwill being recorded as a result of the purchase price exceeding the fair value of identifiable tangible and intangible assets and liabilities.

Divestiture

In July 2022, the Corporation closed on the sale of its China- and Hong Kong-based Lamex office furniture business ("Lamex"), which was a component of the workplace furnishings segment, to Kokuyo Co., Ltd, a leading manufacturer and provider of office furniture in Japan and across Asia, for approximately $75 million plus standard post-closing working capital adjustments, net of cash acquired by the buyer. The Corporation recorded a pre-tax gain on sale in the second half of 2022 of $50.4 million that included transaction-related expenses of approximately $6 million as well as a cumulative foreign currency translation benefit of $3.3 million that was reclassified from accumulated other comprehensive income.

The assets and liabilities of Lamex which were disposed of in conjunction with the sale are as follows:


	As of July 20, 2022
Assets:
Cash and cash equivalents	$	5.5
Receivables	20.1
Allowance for doubtful accounts	(0.5)
Inventories, net	6.9
Prepaid expenses and other current assets	6.4
Buildings	6.2
Machinery and equipment	25.9
Accumulated depreciation	(17.0)
Right-of-use - Operating Leases	5.8
Goodwill and Other Intangible Assets, net	10.9
Total Assets	$	70.4

Liabilities:
Accounts payable and accrued expenses	$	36.1
Current lease obligations - Operating	1.7
Long-Term Lease Obligations - Operating	4.9
Deferred Income Taxes	0.1
Total Liabilities	$	42.7