XML 34 R9.htm IDEA: XBRL DOCUMENT
v2.4.0.8

Aquisitions and Divestitures | 6 Months Ended
--- | ---
Nov. 30, 2013
Acquisitions and Divestitures [Abstract] |
Acquisitions and Divestitures [Text Block] | ACQUISITIONS AND DIVESTITURES China Manufacturing and Distribution Acquisition On September 30, 2013, the company acquired certain assets from Dongguan Sun Hing Steel Furniture Factory Ltd (DGSH) which together, constituted the acquisition of a business. The acquired business is a manufacturing and distribution operation in Dongguan, China. Subject to the finalization of certain post-closing adjustments, consideration transferred to acquire the net assets of DGSH consisted of $8.0 million in cash, of which $5.9 million was paid during the second quarter of fiscal 2014. The final payment is expected to be made in the third quarter of fiscal 2014. Maharam Acquisition On April 23, 2013, the company entered into an agreement to purchase Maharam Fabric Corporation (Maharam), 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, and 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. There have been no fair value adjustments since the date of acquisition through the end of the second quarter. The allocation of the purchase price is still considered preliminary and is based upon valuation information available and estimates made at April 29, 2013. The company is still finalizing information related to the valuation of intangible assets, deferred income taxes and goodwill as well as the allocation of the goodwill among its reportable business segments, and expects to finalize these matters within the measurement period, which is currently expected to remain open into the fourth quarter of fiscal 2014.
Valuation as of 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 Condensed 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 from the Maharam Acquisition
(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 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 from the Maharam Acquisition |
(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 Intangible Assets 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 for the six months ended November 30, 2013 from Maharam was an increase in cost of sales of $1.4 million related to the fair value step-up of inventories acquired. The increase in cost of sales related to the fair value step-up of inventories acquired for the three months ended November 30, 2013 was zero. For the period beginning on the acquisition date and ending on June 1, 2013, the amount of the increase in cost of sales related to the fair value step-up of inventories acquired was $0.7 million.
Maharam Results of Operations |  |
(In millions) | April 29, 2013 - June 1, 2013 | Three Months Ended November 30, 2013 | Six Months Ended November 30, 2013
Net sales | $ | 10.6 |  | $ | 27.5 |  | $ | 54.8 |
Net income (loss) | (0.1 | ) | 1.5 |  | 2.3 |
Divestitures During the second quarter of fiscal 2014, the company completed the sale of one wholly-owned contract furniture dealership in Arkansas. The effect of this transaction on the company's consolidated financial statements was not material. The company also completed the sale of one wholly-owned contract furniture dealership in Oregon during the first quarter of fiscal 2014. The effect of this transaction on the company's consolidated financial statements was also not material.

X
- Details
Name: | mlhr_AcquisitionsAndDivestituresAbstract
Namespace Prefix: | mlhr_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration