Acquisitions and Divestitures

Maharam Acquisition

On April 23, 2013, the company entered into an agreement to purchase Maharam Fabric Corporation, a New York-based, global designer and provider of high quality interior textiles for commercial, healthcare, and residential interiors. The company pursued the acquisition of Maharam in order to reinforce and accelerate Herman Miller’s Specialty and Consumer initiative and support further opportunities in commercial markets.

The company closed the transaction on April 29, 2013 for consideration of $155.8 million. As a result of the transaction, 100 percent of the voting equity interests of Maharam were acquired. Furthermore, the company estimates it will receive future tax benefits with a present value of approximately $20 million. The following table summarizes the fair values of the assets acquired and the liabilities assumed from Maharam on April 29, 2013. The valuation process is not complete and the final determination of the fair values may result in further adjustments to the values presented below:



Assets Acquired and Liabilities Assumed on April 29, 2013
(In millions)	Fair Value
Purchase price	$	155.8
Fair value of the assets acquired
Accounts receivable	11.1
Inventory	14.1
Other current assets	4.4
Investments in nonconsolidated affiliates	4.3
Other intangible assets	42.4
Goodwill	80.7
Property	12.1
Long term deferred tax asset	1.6
Other assets	0.2
Total assets acquired	170.9
Fair value of liabilities assumed
Accounts payable	6.5
Current deferred tax liabilities	1.6
Accrued compensation and benefits	4.7
Other accrued liabilities	1.0
Other long term liabilities	1.3
Total liabilities assumed	15.1
Net assets acquired	$	155.8

The goodwill stemming from the transaction in the amount of $80.7 million was preliminarily recorded as "Goodwill" in the Consolidated Balance Sheet and allocated to the North American Furniture Solutions and the Specialty and Consumer reportable segments. The amounts were allocated based on the expected synergies to be realized by the reportable segments that will benefit from combining the operations of Maharam into the company. The goodwill amounts allocated to the reportable segments were as follows:



Goodwill Segment Allocation as of April 29, 2013
(In millions)	Fair Value
North American Furniture Solutions	$	31.9
Specialty and Consumer	48.8
Total Goodwill	$	80.7

Intangible assets acquired as a result of the April 29, 2013 acquisition of Maharam were preliminarily valued at $42.4 million. These amounts are reflected in the values presented in the table below:



Intangible Assets Acquired on April 29, 2013
(In millions)	Fair Value		Useful Life
Trade name	$	23.0	Indefinite
Designs and patterns	3.1		5
Specifier and customer relationships	16.0		20
Non-compete agreements	0.3		2
Total Intangibles Acquired	$	42.4

The following table provides net sales and results of operations from the Maharam acquired businesses included in the company’s results since the April 29, 2013 acquisition. Included in the results from Maharam was an increase in cost of sales of $0.7 million related to the fair value step-up of inventories acquired.



Maharam Results of Operations
(In millions)	April 29, 2013 - June 1, 2013
Net sales	10.6
Net loss	(0.1	)

POSH Acquisition

On April 3, 2012, the company acquired Sun Hing POSH Holdings Limited (POSH). POSH is a Hong Kong-based designer, and distributor of office furniture systems, freestanding furniture, seating, and filing and storage with distribution in Hong Kong and China. Total purchase price to acquire POSH was approximately $58.9 million, which included $48.8 million in net cash and contingent consideration valued at $10.1 million. The contingent consideration will be in the form of a cash payment, which the company currently estimates to be within the range of $1 million and $13 million. Any change in value due to change in estimates will be reflected within “Total operating expenses” in the Condensed Consolidated Statements of Comprehensive Income. The company acquired assets valued at $15.8 million, consisting primarily of cash, accounts receivable, inventory and property and equipment, and acquired liabilities valued at $8.6 million. The company also established a deferred tax liability of $4.9 million. Resulting goodwill, indefinite-lived intangibles, and amortizable intangibles were $34.5 million, $19.9 million, and $8.9 million, respectively. The allocation of the purchase price was finalized during the third quarter of fiscal 2013 and the amounts included above are final. POSH is reported within the Non-North American Furniture Solutions reportable operating segment.

Divestitures

During the third quarter of fiscal 2013, the company completed the sale of one wholly-owned contract furniture dealership in Florida. A gain on sale of $1.0 million was recognized as a result of the transaction. During the first quarter of fiscal 2012 the company completed the sale of two wholly-owned contract furniture dealerships in Texas and Colorado. During the second quarter of fiscal 2012 the company completed the sale of one wholly-owned contract furniture dealership in California. The effect of these transactions on the company's consolidated financial statements was not material.

Subsequent to the end of fiscal 2013, the company completed the sale of one wholly-owned contract furniture dealership in Oregon. The effect of this transaction on the company's consolidated financial statements was not material.