☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan
|
|
38-0837640
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
MLHR
|
NASDAQ
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
Page No.
|
Part I — Financial Information
|
|
|
|
Item 1 Financial Statements (Unaudited)
|
|
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Condensed Consolidated Statements of Comprehensive Income — Three Months Ended August 31, 2019 and September 1, 2018
|
|
|
Condensed Consolidated Balance Sheets — August 31, 2019 and June 1, 2019
|
|
|
Condensed Consolidated Statements of Cash Flows — Three Months Ended August 31, 2019 and September 1, 2018
|
|
|
Condensed Consolidated Statements of Stockholders' Equity — Three Months Ended August 31, 2019 and September 1, 2018
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
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Note 1 - Basis of Presentation
|
|
|
Note 2 - Recently Issued Accounting Standards
|
|
|
||
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Note 4 - Leases
|
|
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Note 5 - Acquisitions
|
|
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Note 6 - Inventories, net
|
|
|
||
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Note 8 - Employee Benefit Plans
|
|
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Note 9 - Earnings Per Share
|
|
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Note 10 - Stock-Based Compensation
|
|
|
Note 11 - Income Taxes
|
|
|
Note 12 - Fair Value Measurements
|
|
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Note 13 - Commitments and Contingencies
|
|
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Note 14 - Debt
|
|
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Note 15 - Accumulated Other Comprehensive Loss
|
|
|
Note 16 - Operating Segments
|
|
|
Note 17 - Restructuring Expense
|
|
|
Note 18 - Variable Interest Entities
|
|
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Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
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Item 3 Quantitative and Qualitative Disclosures about Market Risk
|
|
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Item 4 Controls and Procedures
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Part II — Other Information
|
|
|
|
Item 1 Legal Proceedings
|
|
|
Item 1A Risk Factors
|
|
|
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 3 Defaults upon Senior Securities
|
|
|
Item 4 Mine Safety Disclosures
|
|
|
Item 5 Other Information
|
|
|
Item 6 Exhibits
|
|
|
Signatures
|
|
Three Months Ended
|
||||||
|
August 31, 2019
|
|
September 1, 2018
|
||||
Net sales
|
$
|
670.9
|
|
|
$
|
624.6
|
|
Cost of sales
|
424.8
|
|
|
399.5
|
|
||
Gross margin
|
246.1
|
|
|
225.1
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
165.0
|
|
|
159.5
|
|
||
Restructuring expense
|
1.8
|
|
|
1.1
|
|
||
Design and research
|
19.2
|
|
|
18.5
|
|
||
Total operating expenses
|
186.0
|
|
|
179.1
|
|
||
Operating earnings
|
60.1
|
|
|
46.0
|
|
||
Other expenses (income):
|
|
|
|
||||
Interest expense
|
3.0
|
|
|
2.9
|
|
||
Other, net
|
(0.9
|
)
|
|
(1.0
|
)
|
||
Earnings before income taxes and equity income
|
58.0
|
|
|
44.1
|
|
||
Income tax expense
|
12.2
|
|
|
8.9
|
|
||
Equity income from nonconsolidated affiliates, net of tax
|
2.2
|
|
|
0.7
|
|
||
Net earnings
|
48.0
|
|
|
35.9
|
|
||
Net (loss) earnings attributable to noncontrolling interests
|
(0.2
|
)
|
|
0.1
|
|
||
Net earnings attributable to Herman Miller, Inc.
|
$
|
48.2
|
|
|
$
|
35.8
|
|
|
|
|
|
||||
Earnings per share — basic
|
$
|
0.82
|
|
|
$
|
0.60
|
|
Earnings per share — diluted
|
$
|
0.81
|
|
|
$
|
0.60
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Foreign currency translation adjustments
|
$
|
(9.3
|
)
|
|
$
|
(7.9
|
)
|
Pension and other post-retirement plans
|
0.7
|
|
|
0.7
|
|
||
Interest rate swaps
|
(8.8
|
)
|
|
(0.5
|
)
|
||
Unrealized holding loss
|
—
|
|
|
(0.1
|
)
|
||
Other comprehensive loss, net of tax
|
(17.4
|
)
|
|
(7.8
|
)
|
||
Comprehensive income
|
30.6
|
|
|
28.1
|
|
||
Comprehensive (loss) income attributable to noncontrolling interests
|
(0.2
|
)
|
|
0.1
|
|
||
Comprehensive income attributable to Herman Miller, Inc.
|
$
|
30.8
|
|
|
$
|
28.0
|
|
|
Three Months Ended
|
||||||
August 31, 2019
|
|
September 1, 2018
|
|||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net earnings
|
$
|
48.0
|
|
|
$
|
35.9
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
19.3
|
|
|
19.0
|
|
||
Stock-based compensation
|
2.6
|
|
|
2.5
|
|
||
Earnings from nonconsolidated affiliates net of dividends received
|
(2.1
|
)
|
|
(0.7
|
)
|
||
Restructuring expenses
|
1.8
|
|
|
1.1
|
|
||
Decrease (increase) in current assets
|
1.4
|
|
|
(7.6
|
)
|
||
Decrease in current liabilities
|
(18.9
|
)
|
|
(18.3
|
)
|
||
Increase in non-current liabilities
|
—
|
|
|
0.6
|
|
||
Other, net
|
2.6
|
|
|
0.4
|
|
||
Net Cash Provided by Operating Activities
|
54.7
|
|
|
32.9
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Equity investment in non-controlled entities
|
(3.1
|
)
|
|
(71.6
|
)
|
||
Capital expenditures
|
(20.6
|
)
|
|
(22.0
|
)
|
||
Purchase of HAY licensing agreement
|
—
|
|
|
(4.8
|
)
|
||
Other, net
|
(0.3
|
)
|
|
(1.3
|
)
|
||
Net Cash Used in Investing Activities
|
(24.0
|
)
|
|
(99.7
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Dividends paid
|
(11.6
|
)
|
|
(10.7
|
)
|
||
Common stock issued
|
12.7
|
|
|
8.5
|
|
||
Common stock repurchased and retired
|
(7.6
|
)
|
|
(20.8
|
)
|
||
Purchase of redeemable noncontrolling interests
|
(19.8
|
)
|
|
(10.0
|
)
|
||
Other, net
|
(1.6
|
)
|
|
—
|
|
||
Net Cash Used in Financing Activities
|
(27.9
|
)
|
|
(33.0
|
)
|
||
|
|
|
|
||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(2.5
|
)
|
|
(2.4
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
0.3
|
|
|
(102.2
|
)
|
||
|
|
|
|
||||
Cash and Cash Equivalents, Beginning of Period
|
159.2
|
|
|
203.9
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
159.5
|
|
|
$
|
101.7
|
|
|
Three Months Ended August 31, 2019
|
|||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Deferred Compensation Plan
|
|
Herman Miller, Inc. Stockholders' Equity
|
|
Noncontrolling Interests
|
|
Total
Stockholders' Equity
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
June 1, 2019
|
58,794,148
|
|
|
$
|
11.7
|
|
|
$
|
89.8
|
|
|
$
|
712.7
|
|
|
$
|
(94.2
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
719.2
|
|
|
$
|
—
|
|
|
$
|
719.2
|
|
Net earnings
|
|
|
—
|
|
|
—
|
|
|
48.2
|
|
|
—
|
|
|
—
|
|
|
48.2
|
|
|
(0.2
|
)
|
|
48.0
|
|
|||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.4
|
)
|
|
—
|
|
|
(17.4
|
)
|
|
—
|
|
|
(17.4
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
||||||||
Exercise of stock options
|
382,898
|
|
|
0.1
|
|
|
12.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
||||||||
Restricted and performance stock units released
|
45,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employee stock purchase plan issuances
|
14,750
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Repurchase and retirement of common stock
|
(173,001
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
||||||||
Deferred compensation plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||||
Dividends declared ($0.21 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|
—
|
|
|
(12.5
|
)
|
||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.2
|
|
|
—
|
|
||||||||
August 31, 2019
|
59,063,900
|
|
|
$
|
11.8
|
|
|
$
|
97.4
|
|
|
$
|
748.2
|
|
|
$
|
(111.6
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
745.2
|
|
|
$
|
—
|
|
|
$
|
745.2
|
|
|
Three Months Ended September 1, 2018
|
|||||||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Deferred Compensation Plan
|
|
Herman Miller, Inc. Stockholders' Equity
|
|
Noncontrolling Interests
|
|
Total Stockholders' Equity
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
June 2, 2018
|
59,230,974
|
|
|
$
|
11.7
|
|
|
$
|
116.6
|
|
|
$
|
598.3
|
|
|
$
|
(61.3
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
664.6
|
|
|
$
|
0.2
|
|
|
$
|
664.8
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|
—
|
|
|
—
|
|
|
35.8
|
|
|
—
|
|
|
35.8
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(7.8
|
)
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||||||
Exercise of stock options
|
265,739
|
|
|
0.2
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
—
|
|
|
8.1
|
|
||||||||
Restricted and performance stock units released
|
335,266
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||||
Employee stock purchase plan issuances
|
16,805
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||||||
Repurchase and retirement of common stock
|
(545,866
|
)
|
|
(0.1
|
)
|
|
(20.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
(20.8
|
)
|
||||||||
Dividends declared ($0.1975 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
(11.6
|
)
|
||||||||
Cumulative effect of accounting changes
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||||||
September 1, 2018
|
59,302,918
|
|
|
$
|
11.9
|
|
|
$
|
106.5
|
|
|
$
|
624.5
|
|
|
$
|
(69.2
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
673.0
|
|
|
$
|
0.2
|
|
|
$
|
673.2
|
|
Standard
|
|
Description
|
|
Effective Date
|
|
|
|
|
|
|
|
2016-13
|
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
|
This guidance replaces the existing incurred loss impairment model with an expected loss model and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
|
|
May 31, 2020
|
2018-13
|
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
|
|
This update eliminates, adds and modifies certain disclosure requirements for fair value measurements. Early adoption is permitted.
|
|
May 31, 2020
|
2018-14
|
Compensation - Retirement Benefits - Defined Benefits Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
|
This update eliminates, adds and clarifies certain disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Early adoption is permitted.
|
|
May 30, 2021
|
|
Three Months Ended
|
||||||
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Net Sales:
|
|
|
|
||||
Single performance obligation
|
|
|
|
||||
Product revenue
|
$
|
566.2
|
|
|
$
|
535.2
|
|
Multiple performance obligations
|
|
|
|
||||
Product revenue
|
99.9
|
|
|
84.8
|
|
||
Service revenue
|
2.3
|
|
|
2.7
|
|
||
Other
|
2.5
|
|
|
1.9
|
|
||
Total
|
$
|
670.9
|
|
|
$
|
624.6
|
|
|
Three Months Ended
|
||||||
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
North America Contract:
|
|
|
|
||||
Systems
|
$
|
147.3
|
|
|
$
|
146.1
|
|
Seating
|
130.2
|
|
|
125.6
|
|
||
Freestanding and storage
|
112.3
|
|
|
87.6
|
|
||
Textiles
|
29.8
|
|
|
28.8
|
|
||
Other
|
38.8
|
|
|
32.9
|
|
||
Total North America Contract
|
$
|
458.4
|
|
|
$
|
421.0
|
|
|
|
|
|
||||
International Contract:
|
|
|
|
||||
Systems
|
$
|
24.0
|
|
|
$
|
22.8
|
|
Seating
|
61.2
|
|
|
68.7
|
|
||
Freestanding and storage
|
14.7
|
|
|
10.4
|
|
||
Other
|
14.0
|
|
|
13.5
|
|
||
Total International Contract
|
$
|
113.9
|
|
|
$
|
115.4
|
|
|
|
|
|
||||
Retail:
|
|
|
|
||||
Seating
|
$
|
60.7
|
|
|
$
|
53.7
|
|
Freestanding and storage
|
17.0
|
|
|
17.2
|
|
||
Other
|
20.9
|
|
|
17.3
|
|
||
Total Retail
|
$
|
98.6
|
|
|
$
|
88.2
|
|
|
|
|
|
||||
Total
|
$
|
670.9
|
|
|
$
|
624.6
|
|
•
|
The Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases.
|
•
|
The Company elected to make the accounting policy election for short-term leases resulting in lease costs being recorded as an expense on a straight-line basis over the lease term.
|
•
|
The Company elected to not separate lease and non-lease components, for all leases.
|
•
|
The Company did not elect the hindsight practical expedient in determining the lease term and in assessing the likelihood that a lessee purchase option will be exercised, for all leases.
|
•
|
The Company did not elect the land easement practical expedient in determining whether land easements that were not previously accounted for as leases are or contain a lease.
|
(In millions)
|
|
||
Operating lease costs
|
$
|
12.7
|
|
Short-term lease costs
|
0.6
|
|
|
Variable lease costs*
|
2.2
|
|
|
Total
|
$
|
15.5
|
|
(In millions)
|
|
||
2020
|
$
|
51.7
|
|
2021
|
46.8
|
|
|
2022
|
42.9
|
|
|
2023
|
39.0
|
|
|
2024
|
33.5
|
|
|
Thereafter
|
101.9
|
|
|
Total
|
$
|
315.8
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Finished goods
|
$
|
137.2
|
|
|
$
|
139.1
|
|
Raw materials
|
44.0
|
|
|
45.1
|
|
||
Total
|
$
|
181.2
|
|
|
$
|
184.2
|
|
(In millions)
|
Goodwill
|
|
Indefinite-lived Intangible Assets
|
|
Total Goodwill and Indefinite-lived Intangible Assets
|
||||||
June 1, 2019
|
$
|
303.8
|
|
|
$
|
78.1
|
|
|
$
|
381.9
|
|
Foreign currency translation adjustments
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
August 31, 2019
|
$
|
303.6
|
|
|
$
|
78.1
|
|
|
$
|
381.7
|
|
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Interest cost
|
$
|
0.5
|
|
|
$
|
0.7
|
|
Expected return on plan assets
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Net amortization loss
|
0.8
|
|
|
0.8
|
|
||
Net periodic benefit cost
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
August 31, 2019
|
|
September 1, 2018
|
||||
Numerators:
|
|
|
|
||||
Numerator for both basic and diluted EPS, Net earnings attributable to Herman Miller, Inc. - in millions
|
$
|
48.2
|
|
|
$
|
35.8
|
|
|
|
|
|
||||
Denominators:
|
|
|
|
||||
Denominator for basic EPS, weighted-average common shares outstanding
|
58,909,001
|
|
|
59,370,160
|
|
||
Potentially dilutive shares resulting from stock plans
|
322,727
|
|
|
498,954
|
|
||
Denominator for diluted EPS
|
59,231,728
|
|
|
59,869,114
|
|
||
Antidilutive equity awards not included in weighted-average common shares - diluted
|
123,088
|
|
|
161,457
|
|
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Stock-based compensation expense
|
$
|
2.6
|
|
|
$
|
2.5
|
|
Related income tax effect
|
0.6
|
|
|
0.6
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Liability for interest and penalties
|
$
|
0.8
|
|
|
$
|
0.7
|
|
Liability for uncertain tax positions, current
|
$
|
2.0
|
|
|
$
|
1.9
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Carrying value
|
$
|
278.3
|
|
|
$
|
285.0
|
|
Fair value
|
$
|
280.8
|
|
|
$
|
287.8
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||||||||||||||||||
Financial Assets
|
NAV
|
|
Quoted Prices with
Other Observable Inputs (Level 2)
|
|
Management Estimate (Level 3)
|
|
NAV
|
|
Quoted Prices with
Other Observable Inputs (Level 2) |
|
Management Estimate (Level 3)
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
60.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds - equity
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||||
Deferred compensation plan
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
||||||
Total
|
$
|
60.6
|
|
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
69.5
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
Total
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Financial Assets
|
Quoted Prices with
Other Observable Inputs (Level 2)
|
|
Quoted Prices with
Other Observable Inputs (Level 2) |
||||
Mutual funds - fixed income
|
$
|
8.1
|
|
|
$
|
7.9
|
|
Interest rate swap agreement
|
—
|
|
|
1.0
|
|
||
Total
|
$
|
8.1
|
|
|
$
|
8.9
|
|
|
|
|
|
||||
Financial Liabilities
|
|
|
|
||||
Interest rate swap agreement
|
$
|
12.7
|
|
|
$
|
2.2
|
|
Total
|
$
|
12.7
|
|
|
$
|
2.2
|
|
|
August 31, 2019
|
|
June 1, 2019
|
||||||||||||||||||||
(In millions)
|
Cost
|
|
Unrealized
Gain/(Loss)
|
|
Market
Value
|
|
Cost
|
|
Unrealized
Gain/(Loss) |
|
Market
Value |
||||||||||||
Mutual funds - fixed income
|
$
|
8.0
|
|
|
$
|
0.1
|
|
|
$
|
8.1
|
|
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
Mutual funds - equity
|
0.7
|
|
|
0.2
|
|
|
0.9
|
|
|
0.8
|
|
|
0.1
|
|
|
0.9
|
|
||||||
Total
|
$
|
8.7
|
|
|
$
|
0.3
|
|
|
$
|
9.0
|
|
|
$
|
8.7
|
|
|
$
|
0.1
|
|
|
$
|
8.8
|
|
|
Three Months Ended
|
||||||
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Accrual Balance — beginning
|
$
|
53.1
|
|
|
$
|
51.5
|
|
Accrual for product-related matters
|
5.3
|
|
|
5.6
|
|
||
Settlements and adjustments
|
(5.1
|
)
|
|
(5.0
|
)
|
||
Accrual Balance — ending
|
$
|
53.3
|
|
|
$
|
52.1
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Debt securities, due March 1, 2021
|
$
|
50.0
|
|
|
$
|
50.0
|
|
Syndicated revolving line of credit, due September 2021
|
225.0
|
|
|
225.0
|
|
||
Construction-Type Lease
|
—
|
|
|
6.9
|
|
||
Supplier financing program
|
3.3
|
|
|
3.1
|
|
||
Total debt
|
$
|
278.3
|
|
|
$
|
285.0
|
|
Less: Current debt
|
(3.3
|
)
|
|
(3.1
|
)
|
||
Long-term debt
|
$
|
275.0
|
|
|
$
|
281.9
|
|
(In millions)
|
Cumulative Translation Adjustments
|
|
Pension and Other Post-retirement Benefit Plans
|
|
Unrealized
Gains on Available-for-sale Securities
|
|
Interest Rate Swap Agreement
|
|
Accumulated Other Comprehensive Loss
|
||||||||||
Balance at June 1, 2019
|
$
|
(48.3
|
)
|
|
$
|
(45.0
|
)
|
|
$
|
—
|
|
|
$
|
(0.9
|
)
|
|
$
|
(94.2
|
)
|
Other comprehensive loss before reclassifications
|
(9.3
|
)
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
(18.3
|
)
|
|||||
Reclassification from accumulated other comprehensive loss - Other, net
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.2
|
|
|
1.0
|
|
|||||
Tax benefit
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net reclassifications
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.2
|
|
|
0.9
|
|
|||||
Net current period other comprehensive income
|
(9.3
|
)
|
|
0.7
|
|
|
—
|
|
|
(8.8
|
)
|
|
(17.4
|
)
|
|||||
Balance at August 31, 2019
|
$
|
(57.6
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
—
|
|
|
$
|
(9.7
|
)
|
|
$
|
(111.6
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 2, 2018
|
$
|
(34.1
|
)
|
|
$
|
(37.2
|
)
|
|
$
|
0.1
|
|
|
$
|
9.9
|
|
|
$
|
(61.3
|
)
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Other comprehensive loss before reclassifications
|
(7.9
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(8.5
|
)
|
|||||
Reclassification from accumulated other comprehensive loss - Other, net
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Tax benefit
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net reclassifications
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Net current period other comprehensive income
|
(7.9
|
)
|
|
0.7
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(7.8
|
)
|
|||||
Balance at September 1, 2018
|
$
|
(42.0
|
)
|
|
(36.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
9.4
|
|
|
$
|
(69.2
|
)
|
|
Three Months Ended
|
||||||
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Net Sales:
|
|
|
|
||||
North America Contract
|
$
|
458.4
|
|
|
$
|
421.0
|
|
International Contract
|
113.9
|
|
|
115.4
|
|
||
Retail
|
98.6
|
|
|
88.2
|
|
||
Total
|
$
|
670.9
|
|
|
$
|
624.6
|
|
|
|
|
|
||||
Operating Earnings (Loss):
|
|
|
|
||||
North America Contract
|
$
|
62.9
|
|
|
$
|
48.1
|
|
International Contract
|
13.1
|
|
|
10.5
|
|
||
Retail
|
(3.9
|
)
|
|
2.1
|
|
||
Corporate
|
(12.0
|
)
|
|
(14.7
|
)
|
||
Total
|
$
|
60.1
|
|
|
$
|
46.0
|
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Total Assets:
|
|
|
|
||||
North America Contract
|
$
|
800.6
|
|
|
$
|
733.6
|
|
International Contract
|
366.8
|
|
|
356.8
|
|
||
Retail
|
448.9
|
|
|
310.0
|
|
||
Corporate
|
168.5
|
|
|
168.9
|
|
||
Total
|
$
|
1,784.8
|
|
|
$
|
1,569.3
|
|
|
August 31, 2019
|
||||||||
(In millions)
|
Severance and Employee-Related
|
Exit or Disposal Activities
|
Total
|
||||||
Beginning Balance
|
$
|
6.7
|
|
$
|
1.0
|
|
$
|
7.7
|
|
Restructuring Costs
|
1.6
|
|
—
|
|
1.6
|
|
|||
Amounts Paid
|
(4.8
|
)
|
(0.1
|
)
|
(4.9
|
)
|
|||
Ending Balance
|
$
|
3.5
|
|
$
|
0.9
|
|
$
|
4.4
|
|
|
August 31, 2019
|
||||||||
(In millions)
|
Severance and Employee-Related
|
Exit or Disposal Activities
|
Total
|
||||||
Beginning Balance
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
0.2
|
|
Restructuring Costs
|
—
|
|
0.2
|
|
0.2
|
|
|||
Amounts Paid
|
(0.1
|
)
|
(0.3
|
)
|
(0.4
|
)
|
|||
Ending Balance
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
•
|
Net sales were $670.9 million and orders were $676.7 million, representing an increase of 7.4% and 6.9%, respectively, when compared to the same quarter of the prior year. The increase in net sales was driven primarily by strong performance within the North America Contract and Retail segments, as well as incremental list price increases. On an organic basis, net sales were $673.0 million(*) and orders were $679.0 million, representing an increase of 7.7%(*) and 7.3%, respectively, when compared to the same quarter of the prior year.
|
•
|
Gross margin was 36.7% as compared to 36.0% for the same quarter of the prior year. The increase in gross margin was driven primarily by list price increases, manufacturing leverage on higher production volumes, lower steel costs, and ongoing profitability improvement efforts, partially offset by higher freight and storage costs and the impact of tariffs on Chinese imports.
|
•
|
Operating expenses increased by $6.9 million or 3.9% as compared to the same quarter of the prior year. Operating expenses included special charges, totaling $0.4 million, related to costs associated with the CEO transition. Operating expenses also included restructuring expense of $1.8 million related to actions involving facilities consolidation and costs associated with an early retirement program.
|
•
|
The effective tax rate was 21.0% compared to 20.0% for the same quarter of the prior year.
|
•
|
Diluted earnings per share increased $0.21 to $0.81, a 35.0% increase as compared to the prior year. Excluding the impact of restructuring expense and other special charges, adjusted diluted earnings per share were $0.84(*), a 21.7% increase as compared to the prior year.
|
•
|
The Company declared cash dividends of $0.21 per share compared to $0.1975 per share in the same quarter of the prior year.
|
•
|
The Company completed an amendment and restatement of its existing unsecured credit facility, increasing the available borrowing capacity from $400 million to $500 million.
|
•
|
North America remains generally conducive to continued growth due to recent positive industry order trends as reported by the Business and Institutional Furniture Manufacturers Association ("BIFMA"), GDP growth and service sector employment.
|
•
|
The Company is monitoring the resolution of various trade policy negotiations between the U.S. and key trading partners as well as the ongoing negotiations concerning the U.K. referendum to exit the European Union. These negotiations create a level of uncertainty in key markets, particularly the U.K., continental Europe and China, which, if unresolved in the near term, will likely negatively impact customer demand.
|
•
|
The Company is also navigating the impact of global tariffs. The Company continues to believe, based upon existing circumstances, that pricing, strategic sourcing actions, and profit optimization initiatives will fully offset the current level of tariffs imposed on imports from China in the near term.
|
•
|
The Company's Retail segment is facing continuing gross margin pressure from the increasing customer expectation that the products they buy should come free of delivery charges. In response, the Company is evaluating a variety of strategies, including negotiating lower costs from third party freight providers, implementing actions aimed at improving the efficiency of its logistics processes, and more closely reflecting the cost of delivery into the base price of its products.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||
|
8/31/19
|
9/1/18
|
||||
Earnings per Share - Diluted
|
$
|
0.81
|
|
$
|
0.60
|
|
|
|
|
||||
Add: Inventory step up on HAY equity method investment, after tax
|
—
|
|
0.01
|
|
||
Add: Special charges, after tax
|
0.01
|
|
0.06
|
|
||
Add: Restructuring expense, after tax
|
0.02
|
|
0.02
|
|
||
Adjusted Earnings per Share - Diluted
|
$
|
0.84
|
|
$
|
0.69
|
|
|
|
|
||||
Weighted Average Shares Outstanding (used for Calculating Adjusted Earnings per Share) – Diluted
|
59,231,728
|
|
59,869,114
|
|
(In millions, except per share data)
|
August 31, 2019
|
|
September 1, 2018
|
|
Percent Change
|
|||||
Net sales
|
$
|
670.9
|
|
|
$
|
624.6
|
|
|
7.4
|
%
|
Cost of sales
|
424.8
|
|
|
399.5
|
|
|
6.3
|
%
|
||
Gross margin
|
246.1
|
|
|
225.1
|
|
|
9.3
|
%
|
||
Operating expenses
|
186.0
|
|
|
179.1
|
|
|
3.9
|
%
|
||
Operating earnings
|
60.1
|
|
|
46.0
|
|
|
30.7
|
%
|
||
Other expenses, net
|
2.1
|
|
|
1.9
|
|
|
10.5
|
%
|
||
Earnings before income taxes and equity income
|
58.0
|
|
|
44.1
|
|
|
31.5
|
%
|
||
Income tax expense
|
12.2
|
|
|
8.9
|
|
|
37.1
|
%
|
||
Equity income from nonconsolidated affiliates, net of tax
|
2.2
|
|
|
0.7
|
|
|
214.3
|
%
|
||
Net earnings
|
48.0
|
|
|
35.9
|
|
|
33.7
|
%
|
||
Net (loss) earnings attributable to noncontrolling interests
|
(0.2
|
)
|
|
0.1
|
|
|
(300.0
|
)%
|
||
Net earnings attributable to Herman Miller, Inc.
|
$
|
48.2
|
|
|
$
|
35.8
|
|
|
34.6
|
%
|
|
|
|
|
|
|
|||||
Earnings per share — diluted
|
0.81
|
|
|
0.60
|
|
|
35.0
|
%
|
||
Orders
|
676.7
|
|
|
632.8
|
|
|
6.9
|
%
|
||
Backlog
|
399.9
|
|
|
354.8
|
|
|
12.7
|
%
|
|
August 31, 2019
|
|
September 1, 2018
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
63.3
|
|
|
64.0
|
|
Gross margin
|
36.7
|
|
|
36.0
|
|
Operating expenses
|
27.7
|
|
|
28.7
|
|
Operating earnings
|
9.0
|
|
|
7.4
|
|
Other expenses, net
|
0.3
|
|
|
0.3
|
|
Earnings before income taxes and equity income
|
8.6
|
|
|
7.1
|
|
Income tax expense
|
1.8
|
|
|
1.4
|
|
Equity income from nonconsolidated affiliates, net of tax
|
0.3
|
|
|
0.1
|
|
Net earnings
|
7.2
|
|
|
5.7
|
|
Net (loss) earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
Net earnings attributable to Herman Miller, Inc.
|
7.2
|
|
|
5.7
|
|
•
|
Increased sales volumes within the North America segment of approximately $26 million due to increased demand within the core Herman Miller and Geiger contract businesses.
|
•
|
Increased sales volumes within the Retail segment of approximately $12 million which were driven primarily by growth across the Company's DWR e-commerce and contract channels and the introduction of HAY products.
|
•
|
Incremental list price increases, net of contract price discounting, of approximately $12 million.
|
•
|
Decreased sales volumes within the International segment of approximately $2 million.
|
•
|
Foreign currency translation had a negative impact on net sales of approximately $2 million.
|
•
|
Incremental list price increases, net of contract price discounting, increased gross margin by approximately 170 basis points.
|
•
|
Manufacturing leverage on higher production volumes, lower steel costs, and ongoing profitability improvement efforts increased gross margin by approximately 70 basis points.
|
•
|
Higher net freight expenses and cost inefficiencies associated with the move into a new Ohio–based distribution center within the Retail segment decreased gross margin by approximately 90 basis points.
|
•
|
The gross impact of tariffs on Chinese imports decreased gross margin by approximately 80 basis points.
|
•
|
Compensation and benefit costs increased by approximately $3 million.
|
•
|
Incremental sales volume based costs, such as sales commissions and royalties, increased approximately $2 million.
|
•
|
Higher employee incentive costs increased operating expenses by approximately $2 million. The increase reflects higher incentive compensation costs that are variable based on the achievement of earnings levels for the fiscal year relative to plan.
|
•
|
Incremental spend of approximately $2 million related to the marketing, e-commerce, and studios associated with the launch of the HAY brand in North America.
|
•
|
Special charges decreased by approximately $5 million, primarily as a result of lower third-party consulting fees related to the Company's profit optimization initiatives.
|
•
|
The rest of the increase in operating expenses was driven primarily by incremental marketing and IT costs, and incremental operating costs associated with new DWR studios opened within the last twelve months.
|
|
Three Months Ended
|
||||||||||
|
August 31, 2019
|
|
September 1, 2018
|
|
Change
|
||||||
Net sales
|
$
|
458.4
|
|
|
$
|
421.0
|
|
|
$
|
37.4
|
|
Gross margin
|
167.7
|
|
|
147.6
|
|
|
20.1
|
|
|||
Gross margin %
|
36.6
|
%
|
|
35.1
|
%
|
|
1.5
|
%
|
|||
Operating earnings
|
62.9
|
|
|
48.1
|
|
|
14.8
|
|
|||
Operating earnings %
|
13.7
|
%
|
|
11.4
|
%
|
|
2.3
|
%
|
•
|
Increased sales volumes within the North America segment of approximately $26 million due to increased demand within the core contract and Geiger businesses; and
|
•
|
Incremental list price increases, net of contract price discounting, of approximately $10 million.
|
•
|
Increased gross margin of $20.1 million and increased gross margin percentage of 150 basis points due primarily to incremental list price increases, net of contract price discounting, lower steel costs, and profit optimization initiatives, partially offset by higher tariffs costs; offset by
|
•
|
Increased operating expenses of $5.6 million driven primarily by increased restructuring expense and sales volume based costs.
|
|
Three Months Ended
|
||||||||||
|
August 31, 2019
|
|
September 1, 2018
|
|
Change
|
||||||
Net sales
|
$
|
113.9
|
|
|
$
|
115.4
|
|
|
$
|
(1.5
|
)
|
Gross margin
|
39.8
|
|
|
38.1
|
|
|
1.7
|
|
|||
Gross margin %
|
34.9
|
%
|
|
33.0
|
%
|
|
1.9
|
%
|
|||
Operating earnings
|
13.1
|
|
|
10.5
|
|
|
2.6
|
|
|||
Operating earnings %
|
11.5
|
%
|
|
9.1
|
%
|
|
2.4
|
%
|
•
|
Decreased sales volumes within the International segment of approximately $2 million; and
|
•
|
The impact of foreign currency translation which decreased sales by approximately $2 million; offset by
|
•
|
Incremental list price increases, net of contract price discounting, of approximately $2 million.
|
•
|
Increased gross margin of $1.7 million and increased gross margin percentage of 190 basis points due primarily to incremental list price increases, net of contract price discounting, profit optimization initiatives and restructuring cost savings, partially offset by lower volume leverage and higher tariff costs; and
|
•
|
Decreased operating expenses of $0.8 million driven primarily by lower restructuring expense.
|
|
Three Months Ended
|
|||||||||
|
August 31, 2019
|
|
September 1, 2018
|
|
Change
|
|||||
Net sales
|
$
|
98.6
|
|
|
88.2
|
|
|
$
|
10.4
|
|
Gross margin
|
38.6
|
|
|
39.4
|
|
|
(0.8
|
)
|
||
Gross margin %
|
39.1
|
%
|
|
44.7
|
%
|
|
(5.6
|
)%
|
||
Operating earnings
|
(3.9
|
)
|
|
2.1
|
|
|
(6.0
|
)
|
||
Operating earnings %
|
(4.0
|
)%
|
|
2.4
|
%
|
|
(6.4
|
)%
|
•
|
Increased sales volumes within the Retail segment of approximately $12 million driven primarily by growth across the Company's DWR e-commerce and contract channels and the introduction of HAY products, which were partially offset by lower freight revenue.
|
•
|
Decreased gross margin of $0.8 million and decreased gross margin percentage of 560 basis points due primarily to higher net freight expenses and cost inefficiencies associated with the move into a new Ohio–based distribution center; and
|
•
|
An increase in operating expenses of $5.2 million primarily due to new studios and the launch of the HAY brand in North America.
|
(In millions)
|
August 31, 2019
|
|
September 1, 2018
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
54.7
|
|
|
$
|
32.9
|
|
Investing activities
|
(24.0
|
)
|
|
(99.7
|
)
|
||
Financing activities
|
(27.9
|
)
|
|
(33.0
|
)
|
||
Effect of exchange rate changes
|
(2.5
|
)
|
|
(2.4
|
)
|
||
Net change in cash and cash equivalents
|
$
|
0.3
|
|
|
$
|
(102.2
|
)
|
•
|
An increase in net earnings of $12.1 million; and
|
•
|
An increase in current assets of $7.6 million in the prior year period driven primarily by an increase inventory as compared to a decrease in current assets in the current period of $1.4 million.
|
•
|
Prior year cash outflows of $71.6 million for equity investments in HAY and Maars, and $4.8 million for the purchase of the HAY licensing agreement.
|
•
|
Lower common stock repurchased of $7.6 million in the current year compared to $20.8 million in the prior year; and
|
•
|
An increase in common stock issuances related to employee benefit programs in the current year of $12.7 million compared to $8.5 million in the prior year; partially offset by
|
•
|
The purchase of the remaining redeemable noncontrolling interests in the current year for $19.8 million as described in Note 12 of the Condensed Consolidated Financial Statements, compared to purchases of $10.0 million in the prior year.
|
(In millions)
|
August 31, 2019
|
|
June 1, 2019
|
||||
Cash and cash equivalents
|
$
|
159.5
|
|
|
$
|
159.2
|
|
Marketable securities
|
9.0
|
|
|
8.8
|
|
||
Availability under syndicated revolving line of credit
|
$
|
265.2
|
|
|
$
|
165.0
|
|
Period
|
(a) Total Number of Shares (or Units)
Purchased
|
|
(b) Average price Paid per Share or Unit
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs (in millions)
|
||||||
6/2/2019-6/29/19
|
10,176
|
|
|
$
|
37.56
|
|
|
10,176
|
|
|
$
|
263,839,786
|
|
6/30/19-7/27/19
|
116,171
|
|
|
$
|
44.75
|
|
|
116,171
|
|
|
$
|
258,640,680
|
|
7/28/19-8/31/19
|
46,654
|
|
|
$
|
44.03
|
|
|
46,654
|
|
|
$
|
256,586,512
|
|
Total
|
173,001
|
|
|
|
|
173,001
|
|
|
|
Exhibit Number
|
Document
|
10.1*
|
10.2
|
10.3
|
31.1
|
31.2
|
32.1
|
32.2
|
101.INS
|
The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
October 8, 2019
|
|
/s/ Andrea R. Owen
|
|
|
|
|
|
Andrea R. Owen
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Duly Authorized Signatory for Registrant)
|
|
|
|
|
|
|
October 8, 2019
|
|
/s/ Jeffrey M. Stutz
|
|
|
|
|
|
Jeffrey M. Stutz
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Duly Authorized Signatory for Registrant)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended August 31, 2019, of Herman Miller, Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended August 31, 2019, of Herman Miller, Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The quarterly report on Form 10-Q for the period ended August 31, 2019, which this statement accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this quarterly report on Form 10-Q for the quarterly period ended August 31, 2019, fairly presents, in all material respects, the financial condition and results of operations of the company
|
(1)
|
The quarterly report on Form 10-Q for the period ended August 31, 2019, which this statement accompanies, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in this quarterly report on Form 10-Q for the quarterly period ended August 31, 2019, fairly presents, in all material respects, the financial condition and results of operations of the company.
|