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Acquisitions and Divestitures | 12 Months Ended
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May 28, 2016
Business Combinations [Abstract] |
Business Combination Disclosure | Acquisitions and Divestitures George Nelson Bubble Lamp Product Line Acquisition On September 17, 2015, the company acquired certain assets associated with the George Nelson Bubble Lamp product line which together constituted the acquisition of a business. Consideration transferred to acquire the assets consisted of $3.6 million in cash transferred during the second quarter of fiscal 2016 and an additional component of performance-based contingent consideration with a fair value of $2.7 million as of the acquisition date. The assets acquired included an exclusive manufacturing agreement and customer relationships with fair values of $2.5 million and $0.6 million, respectively, each having a useful life of 10 years. The excess of the purchase consideration over the fair value of the net assets acquired was $3.2 million and recognized as goodwill within the Consumer reportable segment. The total amount of this goodwill is deductible for tax purposes and the impact on net sales and net earnings during the fiscal year was nominal. The company has finalized the purchase accounting for the acquisition of the George Nelson Bubble Lamp product line. 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. 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 years 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 year 2015. These expenses included legal and professional services fees.
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 Sheets 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 |  |

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- 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
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