XML 67 R10.htm IDEA: XBRL DOCUMENT
v3.3.0.814

Acquisitions and Divestitures | 3 Months Ended
--- | ---
Aug. 29, 2015
Business Combinations [Abstract] |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Design Within Reach Acquisition On July 28, 2014, the company acquired the majority of the outstanding equity of Design Within Reach, Inc. ("DWR"), a Stamford, Connecticut based, leading North American marketer and seller of modern furniture, lighting, and accessories primarily serving consumers and design trade professionals. The acquisition of DWR advances the company's strategy of being both an industry brand and a consumer brand by expanding the company's reach into the consumer sector. The company purchased an ownership interest in DWR equal to approximately 81 percent for $155.2 million in cash. The acquisition was financed by using a combination of existing cash and $127.0 million of borrowings on the company's available, unsecured credit facility. The estimated future tax benefits resulting from the transaction were approximately $10 million as of the date of acquisition. Additionally, certain senior management of DWR received fully-vested stock options, with a value of $1.7 million, in the equity of a newly-formed consumer-facing subsidiary that DWR merged into as a result of the transaction. These fully-vested equity awards are recorded in the Condensed Consolidated Balance Sheet within "Redeemable noncontrolling interests". Subsequent to the initial transaction, the company acquired an additional 4 percent of DWR stock from the remaining public shareholders for approximately $5.8 million in cash, all of which was paid during the first and second quarters of fiscal 2015. The remaining 15 percent of DWR stock was contributed by DWR executives into the newly formed consumer business subsidiary and the company contributed the assets of the existing Herman Miller Consumer business. After these transactions, the redeemable noncontrolling interests in the newly formed subsidiary, known as Herman Miller Consumer Holdings, Inc. ("HMCH"), were approximately 7 percent. The remaining HMCH shareholders have a put option to require the company to purchase their remaining interest over a five-year period from the date of issuance of such shares. As a result, these noncontrolling interests are not included within Stockholders' Equity within the Condensed Consolidated Balance Sheets, but rather are included within Redeemable noncontrolling interests. DWR acquisition-related expenses were $2.2 million during fiscal 2015. $2.0 million of these expenses were recorded in the first quarter of fiscal 2015. These expenses included legal and professional services fees. The following table summarizes the fair values of the assets acquired and the liabilities assumed from the acquisition.
Assets Acquired and Liabilities Assumed on July 28, 2014 |
(In millions) | Fair Value
Purchase price | $ | 155.2 |
Fair value of the assets acquired: |
Cash | 1.2 |
Accounts receivable | 2.2 |
Inventory | 47.4 |
Current deferred tax asset | 1.5 |
Other current assets | 5.5 |
Goodwill | 75.6 |
Other intangible assets | 68.5 |
Property | 32.0 |
Other long term assets | 2.4 |
Total assets acquired | 236.3 |
Fair value of liabilities assumed: |
Accounts payable | 20.8 |
Accrued compensation and benefits | 1.6 |
Other accrued liabilities | 12.3 |
Long term deferred tax liability | 14.5 |
Other long term liabilities | 0.4 |
Total liabilities assumed | 49.6 |
Redeemable noncontrolling interests | 25.7 |
Noncontrolling interests | 5.8 |
Net assets acquired | $ | 155.2 |
The goodwill stemming from the transaction in the amount of $75.6 million was recorded as "Goodwill" in the Condensed Consolidated Balance Sheet and allocated to the Consumer reportable segment. The goodwill recognized is attributable primarily to the assembled workforce and expected synergies from DWR and the total amount of this goodwill is not deductible for tax purposes. Other intangible assets acquired as a result of the acquisition of DWR were valued at $68.5 million. These amounts are reflected in the values presented in the following table:
Intangible Assets Acquired from the DWR Acquisition |
(In millions) | Fair Value | Useful Life
Trade Names and Trademarks | $ | 55.1 |  | Indefinite
Exclusive Distribution Agreements | 0.2 |  | 1.5 years
Customer Relationships | 12.0 |  | 10 - 16 years
Product Development Designs | 1.2 |  | 7 years
Total Intangible Assets Acquired | $ | 68.5 |  |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
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