MillerKnoll(MLKN) - 2022 Q4 - Annual Report

PART I Item 1 Business MillerKnoll, Inc. is a global leader in designing, manufacturing, and distributing interior furnishings for various environments, having acquired Knoll, Inc. in July 2021 for approximately $1.8 billion - MillerKnoll designs, manufactures, and distributes interior furnishings for residential, office, healthcare, and educational settings globally[10][14] - The company completed the acquisition of Knoll, Inc. in July 2021 for approximately $1.8 billion, subsequently changing its name to MillerKnoll, Inc. and its ticker symbol to MLKN[11][12] - MillerKnoll operates through four reportable segments: Americas Contract, International Contract, Global Retail, and Knoll, in addition to a corporate category[13] - The company's products are sold through independent contract furniture dealers (approximately 58.1% of FY2022 sales), direct customer sales, owned and independent retailers, direct-mail catalogs, and eCommerce platforms[10][16] Research, Design and Development Expenses | Fiscal Year | Amount (in millions) | | :---------- | :------------------- | | 2022 | $71.1 | | 2021 | $50.8 | | 2020 | $54.3 | Backlog of Unfilled Orders | Date | Backlog (in millions) | | :------------ | :-------------------- | | May 28, 2022 | $932.5 | | May 29, 2021 | $446.9 | - The increase in backlog was primarily due to the Knoll acquisition, which contributed $293.3 million, and growth in order volume[25] - The company had approximately 11,300 employees as of May 28, 2022, an increase of 3,100 since May 29, 2021, primarily due to the Knoll acquisition[35] Item 1A Risk Factors The company faces various risks, including challenges in integrating the Knoll acquisition, macroeconomic factors, intense competition, and supply chain disruptions - The success of the Knoll acquisition depends on successful integration, realizing anticipated benefits (synergies, cost savings), and maintaining existing relationships, with potential challenges including management diversion and unforeseen expenses[50][51][52] - The company incurred significant additional indebtedness of $1.38 billion as of May 28, 2022, due to the Knoll acquisition, increasing interest expense and potentially reducing business flexibility[53] - Adverse economic and industry conditions, including declines in corporate profitability, service sector employment, and new office construction, can negatively impact demand for office furniture[59] - International operations expose the company to risks such as Brexit, tariffs, trade policies, legal/regulatory changes, currency fluctuations, and geopolitical tensions (e.g., Russia-Ukraine war), which could disrupt business and supply chains[62][64][65] - Disruptions in the supply of raw materials (e.g., steel, plastics, aluminum) and component parts, exacerbated by events like the COVID-19 pandemic, can increase costs and negatively impact profitability if not offset by price increases[73][74][75] - The company faces risks related to cybersecurity attacks and data breaches, which could lead to data loss, litigation, regulatory investigations, operational disruption, and reputational damage[84][85][86] - Goodwill and indefinite-lived intangible assets are subject to impairment charges, which are sensitive to market conditions, financial performance, and changes in estimates and assumptions[81] Item 1B Unresolved Staff Comments There are no unresolved staff comments from the SEC - The company has no unresolved staff comments[96] Item 2 Properties MillerKnoll operates a global network of owned and leased facilities, including manufacturing, warehouses, offices, and 70 retail studios across North America, Europe, and Asia - MillerKnoll owns or leases facilities throughout the United States and several foreign countries for manufacturing, warehousing, and office use[97] Significant Owned and Leased Facilities (May 28, 2022) | Location | Square Footage (in Thousands) | Use | | :------------------------ | :---------------------------- | :------------------------ | | Owned Locations | | | | Zeeland, Michigan | 771 | Manufacturing, Warehouse, Office | | East Greenville, Pennsylvania | 729 | Manufacturing, Warehouse, Office | | Spring Lake, Michigan | 583 | Manufacturing, Warehouse, Office | | Toronto, Canada | 408 | Manufacturing, Warehouse, Office | | Muskegon, Michigan | 400 | Manufacturing, Office | | Holland, Michigan | 357 | Warehouse | | Holland, Michigan | 293 | Manufacturing, Office | | Dongguan, China | 269 | Manufacturing | | Foligno, Italy | 259 | Manufacturing, Warehouse, Office | | Holland, Michigan | 238 | Office, Design | | Sheboygan, Wisconsin | 208 | Manufacturing, Warehouse, Office | | Melksham, United Kingdom | 170 | Manufacturing, Warehouse, Office | | Graffignana, Italy | 112 | Manufacturing, Warehouse, Office | | Leased Locations | | | | Alburtis, Pennsylvania | 718 | Warehouse | | Batavia, Ohio | 618 | Warehouse | | Dongguan, China | 429 | Manufacturing, Office | | Ringsted, Denmark | 274 | Warehouse | | Berlin, Germany | 220 | Warehouse | | LeGrange Highlands, Illinois | 210 | Warehouse | | Atlanta, Georgia | 180 | Manufacturing, Warehouse, Office | | Bangalore, India | 105 | Manufacturing, Warehouse | - As of May 28, 2022, the Company operated 70 retail studios (including DWR, HAY, Herman Miller, Muuto, Knoll, and a multi-brand store) totaling approximately 586,600 square feet of selling space, plus 3 outlet stores[99] Item 3 Legal Proceedings MillerKnoll is involved in routine legal proceedings and litigation, but management believes the outcomes will not materially impact the company's consolidated operations, cash flows, or financial condition - The Company is involved in legal proceedings and litigation arising in the ordinary course of business, with management expecting no material effect on consolidated operations, cash flows, and financial condition[100] Additional Item: Executive Officers of the Registrant This section lists the executive officers of MillerKnoll, Inc. as of May 28, 2022, including their positions, ages, and election dates - Key executive officers as of May 28, 2022, include Andrea R. Owen (President and CEO), Jeffrey M. Stutz (CFO), Chris Baldwin (Group President), Benjamin P.T. Groom (Chief Digital Officer), Jeffrey L. Kurburski (Chief Technology Officer), Megan Lyon (Chief Strategy Officer), John Michael (President, Americas Contract), Jen Nicol (Chief People Officer), Debbie Propst (President, Global Retail), Jacqueline H. Rice (General Counsel and Corporate Secretary), Richard Scott (Chief Manufacturing and Operations Officer), Kartik Shethia (President, International Contract), Tim Straker (Chief Marketing and Communications Officer), Kevin Veltman (Senior Vice President, Integration Lead), and B. Ben Watson (Herman Miller Brand President and Chief Product Officer)[101][102][103][106][107] - There are no family relationships between or among the named executive officers, nor any arrangements or understandings for their appointments[114] Item 4 Mine Safety Disclosures This item states that mine safety disclosures are not applicable to MillerKnoll, Inc. - Mine Safety Disclosures are not applicable to the registrant[115] PART II Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities MillerKnoll's common stock trades on the Nasdaq Global Select Market under the symbol MLKN, with approximately 58,000 shareholders of record as of July 18, 2022 - MillerKnoll, Inc.'s common stock is traded on the Nasdaq Global Select Market System (Symbol: MLKN), with approximately 58,000 shareholders of record as of July 18, 2022[116] - The Board of Directors approved a quarterly cash dividend of $0.1875 per share on April 12, 2022, paid on July 15, 2022[117] - A share repurchase plan authorized for $250.0 million had $220.5 million available for purchase as of May 28, 2022[118] Share Repurchase Activity (Q4 FY2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :-------------- | :------------------------------- | :--------------------------- | | 2/26/22-3/26/22 | 2,782 | $38.77 | | 3/27/22-4/23/22 | 997 | $33.34 | | 4/24/22-5/28/22 | 2,086 | $31.73 | | Total | 5,865 | | Cumulative Total Stockholder Return (May 28, 2017 - May 28, 2022) | Year | MillerKnoll, Inc. | S&P 500 Index | Nasdaq Composite Total Return | | :--- | :---------------- | :------------ | :---------------------------- | | 2017 | $100 | $100 | $100 | | 2018 | $103 | $112 | $121 | | 2019 | $113 | $113 | $121 | | 2020 | $75 | $125 | $155 | | 2021 | $159 | $172 | $227 | | 2022 | $104 | $170 | $201 | Item 6 Selected Financial Data This section provides a summary of MillerKnoll's selected financial data for fiscal years 2022, 2021, and 2020, highlighting significant sales growth due to the Knoll acquisition but also a net loss and increased debt Selected Financial Data (in millions, except per share data) | Operating Results | 2022 | 2021 | 2020 | | :-------------------------------- | :-------- | :-------- | :-------- | | Net sales | $3,946.0 | $2,465.1 | $2,486.6 | | Gross margin | $1,352.7 | $951.1 | $911.2 | | Selling, general, and administrative | $1,188.7 | $643.8 | $643.3 | | Impairment charges | $15.5 | — | $205.4 | | Design and research | $108.7 | $72.1 | $74.0 | | Operating earnings (loss) | $39.8 | $232.5 | $(37.9) | | Net (loss) earnings | $(19.7) | $180.3 | $(14.0) | | Net cash (used in) provided by operating activities | $(11.9) | $332.3 | $221.8 | | Net cash (used in) provided by investing activities | $(1,172.4)| $(59.9) | $(168.1) | | Net cash provided by (used in) financing activities | $1,039.9 | $(347.7) | $244.0 | | Depreciation and amortization | $190.6 | $87.2 | $79.5 | | Capital expenditures | $(94.7) | $(59.8) | $(69.0) | | Common stock repurchased plus cash dividends paid | $(70.7) | $(35.4) | $(63.0) | | Key Ratios | | | | | Sales growth (decline) | 60.1 % | (0.9)% | (3.1)% | | Gross margin % | 34.3 % | 38.6 % | 36.6 % | | Selling, general, and administrative % | 30.1 % | 26.1 % | 25.9 % | | Design and research % | 2.8 % | 2.9 % | 3.0 % | | Operating earnings (loss) % | 1.0 % | 9.4 % | (1.5)% | | Net earnings (decline) growth | (110.9)% | 1,387.9% | (108.7)% | | After-tax return on net sales | (0.5)% | 7.3 % | (0.6)% | | After-tax return on average assets | (0.6)% | 8.7 % | (0.8)% | | After-tax return on average equity | (1.7)% | 23.8 % | (2.0)% | | Share and Per Share Data | | | | | Earnings (loss) per share-diluted | $(0.37) | $2.94 | $(0.15) | | Cash dividends declared per share | $0.75 | $0.56 | $0.63 | | Book value per share at year end | $18.83 | $14.58 | $11.10 | | Market price per share at year end | $30.65 | $47.80 | $23.02 | | Weighted average shares outstanding-diluted | 73.2 | 59.4 | 58.9 | | Financial Condition | | | | | Total assets | $4,514.0 | $2,076.8 | $2,067.0 |\ | Working capital | $440.5 | $430.0 | $459.9 | | Current ratio | 1.5 | 1.9 | 2.0 | | Interest-bearing debt and related swap agreements | $1,355.5 | $285.7 | $558.8 | | Stockholders' equity | $1,427.1 | $860.5 | $652.4 | | Total capital | $2,782.6 | $1,146.2 | $1,211.2 | Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion and Analysis provides an in-depth review of MillerKnoll's financial condition and operational results for the fiscal year ended May 28, 2022, detailing growth, challenges, strategic priorities, and liquidity Executive Overview The Executive Overview highlights MillerKnoll's core business as a global design leader in interior furnishings, emphasizing its purpose to create positive impact through design and its strategic focus on scaling the Global Retail business - MillerKnoll finalized the acquisition of Knoll, Inc. in July 2021 for approximately $1.8 billion, leading to a name change and new ticker symbol MLKN[129] - The company's products are sold in over 100 countries through independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and eCommerce platforms[130] - MillerKnoll's manufacturing strategy focuses on lean manufacturing (MKPS) and limiting fixed production costs by sourcing component parts from strategic suppliers, resulting in assembly-based operations and high inventory turns[131][132] - A key growth strategy is to scale the Global Retail business through Design Within Reach (DWR), HAY, and Herman Miller retail operations, focusing on store expansion, assortment growth, and digital optimization[133] - The company's reportable segments are Americas Contract, International Contract, Global Retail, and Knoll, with a separate corporate category for unallocated expenses[134][135] Core Strengths MillerKnoll's core strengths include a diverse portfolio of globally recognized design brands, a commitment to problem-solving design, operational excellence through lean manufacturing, and an omni-channel global distribution network - MillerKnoll possesses a portfolio of leading brands (e.g., Herman Miller, Knoll, DWR, HAY) known for design research and innovation, enabling connection with new audiences and product categories[136] - The company is committed to problem-solving design and innovation, leveraging internal research and engineering staff alongside a global network of independent designers[136] - Operational excellence is driven by the MillerKnoll Performance System (MKPS), a lean manufacturing foundation focused on continuous improvement in product quality and efficiency[136] - MillerKnoll has a unique omni-channel distribution capability, serving contract and residential customers through dealers, direct sales, retail stores, and eCommerce platforms[136] - The company benefits from global scale, with a worldwide network of designers, suppliers, manufacturing operations, and R&D centers[136] Challenges Ahead MillerKnoll acknowledges various business and industry risks, directing readers to Item 1A for a detailed discussion of specific risk factors and Item 7A for market risk disclosures - The company acknowledges specific business and industry risks, referring to Item 1A for risk factors and Item 7A for market risk disclosures[137] Areas of Strategic Focus MillerKnoll's strategy centers on integrating brands for synergy, building a customer-centric digital model, accelerating profitable growth, attracting talent, and reinforcing sustainability commitments - Strategic focus areas include bringing MillerKnoll to life by integrating brands, achieving synergy commitments ($100 million annual run-rate savings by end of year two, $120 million by end of year three), and cultivating a strong global dealer network[138][139] - The company aims to build a customer-centric, digitally enabled business model through systems integration, global eCommerce capabilities, data utilization for decision-making, and accelerating global automation[140] - Profitable growth will be accelerated by leading in product innovation, fortifying flagship brands (Knoll, Herman Miller), driving growth in Americas Contract and International Contract, and transforming the Global Retail business[141] - MillerKnoll is committed to attracting, developing, and retaining world-class talent by creating a premiere employee experience, offering competitive compensation and benefits, and investing in development opportunities[142] - The company reinforces its commitment to people, planet, and communities through diversity, equity, and inclusion (DEI) initiatives and progress towards its 2030 sustainability goals[143] Business Overview Fiscal year 2022 saw MillerKnoll's net sales increase by 60.1% to $3,946.0 million, largely due to the Knoll acquisition, but faced challenges from inflationary pressures, supply chain disruptions, and increased operating expenses, leading to a net loss - Net sales increased by 60.1% to $3,946.0 million in fiscal 2022, primarily driven by the Knoll acquisition and growth across Americas Contract, Global Retail, and International Contract segments. Organic net sales increased by 13.6% to $2,799.3 million[145] - Gross margin decreased to 34.3% in fiscal 2022 from 38.6% in the prior year, mainly due to inflationary pressures on commodities, freight, production, and labor costs, as well as purchase accounting effects from the Knoll acquisition[145] - Operating expenses increased by $594.3 million (82.7%) in fiscal 2022, including $125 million in transaction and integration costs and $51 million in amortization of purchased intangibles related to the Knoll acquisition[145] - The company achieved $66 million in annualized run-rate cost synergies from the Knoll integration by the end of the fourth quarter, on track for the $120 million goal within three years[145] - Diluted earnings per share for fiscal 2022 was a loss of $0.37, compared to earnings of $2.94 in the prior year. Adjusted diluted EPS was $1.92 in fiscal 2022 versus $3.07 in fiscal 2021[145] - The company stopped fulfilling orders in Russia and Belarus due to economic sanctions and ceased new orders/fulfillment in Ukraine, representing a small portion of International Contract business (FY2022/2021 annualized revenues approximately $6.4 million and $5.7 million, respectively)[145] COVID-19 Update The COVID-19 pandemic negatively impacted demand in MillerKnoll's Contract channel, but the Retail business benefited from hybrid work trends and increased consumer focus on home environments - Demand for products in the Contract channel was negatively impacted by the COVID-19 pandemic, while the Retail business capitalized on hybrid working arrangements and 'home is my castle' trends[147] - The company prioritized employee safety and health, implementing regional restrictions, cleaning protocols, health screenings, PPE, and encouraging vaccinations[148] - The Federal Contractor Vaccine Mandate (Executive Order 14042) was enjoined by federal courts and not in effect as of the end of fiscal 2022[149][150] Customer Focus MillerKnoll is adapting to evolving customer needs in a post-pandemic world, emphasizing human-centered design, successful digital investments in retail, and continued investment in physical retail studios - The company is adapting to the shift towards hybrid working arrangements and re-imagined office spaces, advocating that work can happen anywhere and focusing on human-centered, inclusive design[151] - Digital investments in the retail business, including new and enhanced eCommerce sites globally and social media marketing, are driving customer engagement and conversion[152][153] - MillerKnoll continues to invest in brick-and-mortar retail spaces (stores, studios, showrooms) as a strong customer acquisition tool[153] Manufacturing and Retail Operations Manufacturing operations faced pressure from labor and supply chain constraints but are making progress towards returning to normal lead times and reliability, with U.S. operations lifting COVID-19 restrictions - Manufacturing operations are making strong progress towards returning to previous lead times and reliability despite current labor and supply chain constraints[154] - U.S.-based operations have lifted all COVID-19 restrictions following new CDC guidance, with other regions adapting to local health authority recommendations[155] Cost Reductions In fiscal 2020, MillerKnoll implemented temporary cost reduction measures in response to COVID-19, including workforce and compensation cuts, which were largely reversed in fiscal 2021 - In fiscal 2020, the company implemented temporary cost reductions, including workforce reductions, a 10% reduction in salaried workforce cash compensation, a 15% salary deferral for executive leadership, and temporary suspension of quarterly dividends and certain employer-paid retirement contributions[156] - In fiscal 2021, the company reversed these actions, eliminating compensation reductions, introducing a modified bonus program, and reinstating quarterly cash dividends and employer-paid retirement plan contributions[157] Change in Accounting Principle In the fourth quarter of fiscal 2022, MillerKnoll retrospectively changed its inventory accounting method for certain Americas segment inventories from LIFO to FIFO, aligning all consolidated inventory with FIFO or weighted average methods - In Q4 fiscal 2022, the company changed its inventory accounting method for certain Americas segment inventories from LIFO to FIFO, retrospectively adjusting all presented periods[158] - This change is considered preferable as FIFO more closely resembles the physical flow of inventory and aligns all consolidated inventory to either FIFO or weighted average methods[266] Reconciliation of Non-GAAP Financial Measures This section defines and reconciles MillerKnoll's non-GAAP financial measures, including Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), and Organic Growth, which exclude specific items to provide a more comparative view of ongoing financial performance - Non-GAAP financial measures include Adjusted Earnings per Share, Adjusted Operating Earnings (Loss), and Organic Growth (Decline), which are used to provide a more comparative basis for financial performance[160] - Adjusted Earnings per Share excludes amortization of purchased intangibles, acquisition and integration charges, debt extinguishment charges, restructuring expenses, other special charges or gains, and their related tax effects[161] - Organic Growth represents the change in sales and orders, excluding currency translation effects and the impact of acquisitions and divestitures[162] Reconciliation of Net Sales to Organic Net Sales (in millions) | Segment | May 28, 2022 Net Sales (as reported) | Acquisitions | Currency Translation Effects | Organic Net Sales | % change from PY | | :------------------------ | :----------------------------------- | :----------- | :--------------------------- | :---------------- | :--------------- | | Americas Contract | $1,444.9 | — | $8.4 | $1,443.9 | 11.1 % | | International Contract | $483.2 | — | $(1.0) | $491.6 | 23.1 % | | Global Retail | $856.8 | — | $7.0 | $863.8 | 13.0 % | | Knoll | $1,188.5 | $(1,188.5) | — | — | N/A | | Intersegment Elimination | $(27.4) | $27.4 | — | — | N/A | | Total | $3,946.0 | $(1,161.1) | $14.4 | $2,799.3 | 13.6 % | Reconciliation of EPS to Adjusted EPS | (Loss) Earnings per Share - Diluted | May 28, 2022 | May 29, 2021 | | :---------------------------------- | :----------- | :----------- | | As reported | $(0.37) | $2.94 | | Add: Amortization of purchased intangibles | $0.87 | — | | Add: Acquisition and integration charges | $1.71 | $0.17 | | Add: Special Charges | $(0.01) | $0.02 | | Add: Restructuring Charges | — | $0.03 | | Add: Debt extinguishment | $0.18 | — | | Less: Gain on legal settlement | — | $(0.08) | | Less: Gain on sale of dealer | $(0.03) | — | | Tax impact on adjustments | $(0.43) | $(0.01) | | Adjusted Earnings per Share - Diluted | $1.92 | $3.07 | Financial Results MillerKnoll's fiscal 2022 financial results show a 60.1% increase in net sales to $3,946.0 million, primarily due to the Knoll acquisition, but a significant decline in operating earnings and a net loss due to decreased gross margin and increased operating expenses Consolidated Statements of Comprehensive Income (in millions) | (Dollars in millions) | Fiscal 2022 | Fiscal 2021 | % Change | | :---------------------------------------- | :---------- | :---------- | :--------- | | Net sales | $3,946.0 | $2,465.1 | 60.1 % | | Cost of sales | $2,593.3 | $1,514.0 | 71.3 % | | Gross margin | $1,352.7 | $951.1 | 42.2 % | | Operating expenses | $1,312.9 | $718.6 | 82.7 % | | Operating earnings | $39.8 | $232.5 | (82.9)% | | Other expenses, net | $48.4 | $4.2 | 1,052.4 % | | (Loss) earnings before income taxes and equity income | $(8.6) | $228.3 | (103.8)% | | Income tax expense | $11.1 | $48.3 | (77.0)% | | Equity income from nonconsolidated affiliates, net of tax | — | $0.3 | (100.0)% | | Net (loss) earnings | $(19.7) | $180.3 | (110.9)% | | Net earnings attributable to redeemable noncontrolling interests | $7.4 | $5.7 | 29.8 % | | Net (loss) earnings attributable to MillerKnoll, Inc. | $(27.1) | $174.6 | (115.5)% | Components of Consolidated Statements of Comprehensive Income as a Percentage of Net Sales | | Fiscal 2022 | Fiscal 2021 | | :------------------------ | :---------- | :---------- | | Net sales | 100.0 % | 100.0 % | | Cost of sales | 65.7 | 61.4 |\ | Gross margin | 34.3 | 38.6 | | Operating expenses | 33.3 | 29.2 | | Operating earnings | 1.0 | 9.4 | | Other expenses, net | 1.2 | 0.2 | | (Loss) earnings before income taxes and equity income | (0.2) | 9.3 | | Income tax expense | 0.3 | 2.0 | | Equity income from nonconsolidated affiliates, net of tax | — | — | | Net (loss) earnings | (0.5) | 7.3 | | Net earnings attributable to redeemable noncontrolling interests | 0.2 | 0.2 | | Net (loss) earnings attributable to MillerKnoll, Inc. | (0.7) | 7.1 | Net Sales MillerKnoll's net sales increased by $1,480.9 million, or 60.1%, in fiscal 2022, primarily driven by the $1,161.1 million contribution from the Knoll acquisition and increased sales volumes across segments - Net sales increased by $1,480.9 million (60.1%) year-over-year[167] - The acquisition of Knoll contributed $1,161.1 million to the increase in net sales[167] - Increased sales volume in Americas Contract ($101 million), International Contract ($100 million), and Global Retail ($78 million) segments also drove sales growth[167] - List price increases, net of incremental discounting, contributed approximately $55 million to net sales[167] - Foreign currency translation had a negative impact of approximately $14 million on Net sales[167] Gross Margin MillerKnoll's gross margin decreased to 34.3% in fiscal 2022 from 38.6% in fiscal 2021, primarily due to significant cost pressures from commodities, freight, and labor, along with amortization of purchased intangibles - Gross margin decreased to 34.3% in fiscal 2022 from 38.6% in fiscal 2021[167] - Cost pressures from commodities, freight, and product distribution negatively impacted gross margin by approximately 330 basis points[167] - Increased labor costs, including reinstated benefits, had a negative impact on margin of approximately 70 basis points[167] - Amortization of purchased intangibles related to the Knoll acquisition negatively impacted gross margin by approximately 30 basis points[167] - Price increases, offset by discounting, helped mitigate these pressures by approximately 90 basis points[167] - An unfavorable channel and product mix, with a lower proportion of high-margin office seating sales for home office use compared to the prior year, also contributed to the decrease in gross margin[168] Operating Expenses Operating expenses increased significantly by $594.3 million, or 82.7%, in fiscal 2022, primarily driven by the Knoll acquisition's integration charges, amortization, and other operating expenses, alongside rising compensation and expansion costs - Operating expenses increased by $594.3 million (82.7%) year-over-year[171] - The Knoll acquisition contributed $125 million in acquisition and integration related charges, $51 million in amortization of purchased intangibles, and $349 million in other operating expenses[171] - Compensation and benefit costs increased by approximately $26 million due to the return of certain employee benefits and compensation, and increases in variable-based compensation[171] - Expansion of physical store locations within the Global Retail segment led to an $18 million increase in expenses[171] - Increased spending in technology and digital tools across segments contributed $15 million, and increased marketing and selling costs added approximately $10 million[171] Other Income/Expense Net other expenses for fiscal 2022 significantly increased to $48.4 million from $4.2 million in fiscal 2021, primarily due to a loss on debt extinguishment, higher interest expense from the Knoll acquisition, and increased foreign currency transaction losses - Net other expenses for fiscal 2022 were $48.4 million, a significant increase from $4.2 million in fiscal 2021[171] - This increase was primarily due to a $13.4 million loss on extinguishment of debt, a $23.8 million increase in interest expense related to financing the Knoll acquisition, and a $4.1 million increase from net foreign currency transaction losses[171] Income Taxes This section refers to Note 11 of the Consolidated Financial Statements for detailed information regarding income taxes - Refer to Note 11 of the Consolidated Financial Statements for additional information on income taxes[172] Operating Segments Results MillerKnoll's operating segments include Americas Contract, International Contract, Global Retail, and Knoll, with varied performance in fiscal 2022, marked by sales growth in most segments but declining operating earnings in Americas Contract and Global Retail due to cost pressures and acquisition-related expenses - The company's operating segments are Americas Contract, International Contract, Global Retail, and Knoll, along with a Corporate category for unallocated expenses[174] Americas Contract Segment Performance (in millions) | Metric | Fiscal 2022 | Fiscal 2021 | Change | | :------------------ | :---------- | :---------- | :-------- | | Net sales | $1,444.9 | $1,301.3 | $143.6 | | Gross margin | $420.5 | $448.6 | $(28.1) | | Gross margin % | 29.1 % | 34.5 % | (5.4)% | | Operating earnings (loss) | $44.5 | $93.6 | $(49.1) | | Operating earnings % | 3.1 % | 7.2 % | (4.1)% | - Americas Contract net sales increased 11.0% (11.1% organic) due to increased demand and price increases, but operating earnings decreased 52.5% due to lower gross margin percentage (higher commodity, labor, freight costs) and increased operating expenses[177][179] International Contract Segment Performance (in millions) | Metric | Fiscal 2022 | Fiscal 2021 | Change | | :------------------ | :---------- | :---------- | :----- | | Net sales | $483.2 | $399.5 | $83.7 | | Gross margin | $157.5 | $135.9 | $21.6 | | Gross margin % | 32.6 % | 34.0 % | (1.4)% | | Operating earnings | $59.3 | $48.5 | $10.8 | | Operating earnings % | 12.3 % | 12.1 % | 0.2 % | - International Contract net sales increased 21.0% (23.1% organic) driven by volume growth, and operating earnings increased 22.3% due to higher gross margin, despite increased operating expenses and a decreased gross margin percentage from higher costs and discounting[178][180] Global Retail Segment Performance (in millions) | Metric | Fiscal 2022 | Fiscal 2021 | Change | | :------------------ | :---------- | :---------- | :-------- | | Net sales | $856.8 | $764.3 | $92.5 | | Gross margin | $373.0 | $366.6 | $6.4 | | Gross margin % | 43.5 % | 48.0 % | (4.5)% | | Operating earnings (loss) | $96.2 | $143.0 | $(46.8) | | Operating earnings % | 11.2 % | 18.7 % | (7.5)% | - Global Retail net sales increased 12.1% (13.0% organic) due to broad growth and price increases, but operating earnings decreased by $46.8 million due to increased operating expenses (studio costs, compensation, IT) and a decreased gross margin percentage (freight, material costs, product mix)[181][184] Knoll Segment Performance (in millions) | Metric | Fiscal 2022 | Fiscal 2021 | Change | | :------------------ | :---------- | :---------- | :-------- | | Net sales | $1,188.5 | — | $1,188.5 | | Gross margin | $401.7 | — | $401.7 | | Gross margin % | 33.8 % | N/A | N/A | | Operating (loss) earnings | $(57.6) | — | $(57.6) | | Operating earnings % | (4.8)% | N/A | N/A | - The Knoll segment, consolidated from July 19, 2021, contributed $1,161.1 million in sales and $401.7 million in gross margin, but reported an operating loss of $57.6 million, primarily due to $63.4 million in amortization of acquisition-related intangible assets and $60.3 million in integration costs[182][185] - Corporate unallocated expenses totaled $102.6 million for fiscal 2022, an increase of $50.0 million from fiscal 2021, mainly driven by $57.6 million of integration and transaction costs related to the Knoll acquisition[183] Liquidity and Capital Resources MillerKnoll's liquidity and capital resources were significantly impacted in fiscal 2022 by the Knoll acquisition, leading to cash used in operating and investing activities, largely offset by new debt borrowings Net Change in Cash and Cash Equivalents (in millions) | Cash (used in) provided by: | Fiscal Year Ended 2022 | Fiscal Year Ended 2021 | | :-------------------------- | :--------------------- | :--------------------- | | Operating activities | $(11.9) | $332.3 | | Investing activities | $(1,172.4) | $(59.9) | | Financing activities | $1,039.9 | $(347.7) | | Effect of exchange rate changes | $(21.7) | $17.7 | | Net change in cash and cash equivalents | $(166.1) | $(57.6) | - Cash used in operating activities in fiscal 2022 was $11.9 million, a decrease from $332.3 million provided in the prior year, driven by lower net earnings, increased accounts receivable ($92.4 million), increased inventory ($166.4 million), and increased prepaid taxes ($21.6 million)[188][191] - Cash used in investing activities totaled $1,172.4 million in fiscal 2022, primarily due to the Knoll acquisition ($1,088.5 million net of cash acquired) and capital expenditures of $94.7 million[189][192] - Cash provided from financing activities was $1,039.9 million in fiscal 2022, mainly from net borrowings of $1,007.0 million and credit facility proceeds of $1,026.5 million, offset by debt repayments, dividends ($54.5 million), and stock repurchases ($16.2 million)[191][193] - The company expects capital spending in fiscal 2023 to be between $150 million and $160 million, primarily for facilities, equipment, Knoll synergy, and sustainability goals[190] Sources of Liquidity (in millions) | Metric | May 28, 2022 | May 29, 2021 | | :-------------------------------------- | :----------- | :----------- | | Cash and cash equivalents | $230.3 | $396.4 | | Marketable securities | — | $7.7 | | Availability under revolving lines of credit | $296.6 | $265.2 | Contractual Obligations (in millions) | (In millions) | Total | 2023 | 2024-2025 | 2026-2027 | Thereafter | | :-------------------------------------- | :-------- | :------ | :-------- | :-------- | :--------- | | Short-term borrowings and long-term debt | $1,427.9 | $29.4 | $72.5 | $735.5 | $590.5 | | Estimated interest on debt obligations | $130.8 | $26.4 | $52.8 | $46.7 | $4.9 | | Operating leases | $535.3 | $95.8 | $166.7 | $112.4 | $160.4 | | Purchase obligations | $99.6 | $77.6 | $21.9 | $0.1 | — | | Pension and other post employment benefit plans funding | $12.6 | $12.0 | $0.2 | $0.1 | $0.3 | | Stockholder dividends | $14.8 | $14.8 | — | — | — | | Other | $7.5 | $0.8 | $1.5 | $1.3 | $3.9 | | Total | $2,228.5| $256.8| $315.6 | $896.1 | $760.0 | Critical Accounting Policies and Estimates MillerKnoll's critical accounting policies involve significant judgment and estimates, particularly in business combinations, goodwill and indefinite-lived intangible asset impairment, and long-lived asset impairment - Accounting for business combinations requires significant estimates and assumptions for fair value of acquired tangible and intangible assets, liabilities, and goodwill allocation[209][210] - Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently, using qualitative or quantitative assessments (discounted cash flow and market approaches)[212][213] - Goodwill recorded on the Consolidated Balance Sheets was $1,226.2 million at May 28, 2022, up from $364.2 million at May 29, 2021. No impairment charges were recorded in fiscal 2021 or 2022[216][217] - Indefinite-lived intangible assets (primarily trademarks) had a carrying value of $501.0 million at May 28, 2022, up from $97.6 million at May 29, 2021. No impairment charges were recorded in fiscal 2021 or 2022[220][221] - A non-cash impairment charge of $15.5 million was recorded in fiscal 2022 related to the discontinued use of a long-lived asset due to Knoll integration activities[223] New Accounting Standards MillerKnoll adopted ASU No. 2018-14 and ASU 2019-12 in fiscal 2021 with no material impact, and is evaluating ASU 2021-10 for government assistance disclosures, effective May 29, 2022 - The company adopted ASU No. 2018-14 (Defined Benefit Plans) and ASU 2019-12 (Income Taxes) on May 30, 2021, with no material effect on consolidated financial statements[313][314] - ASU 2021-10 (Government Assistance), effective May 29, 2022, requires increased disclosures for transactions with governments, and the company is currently evaluating its impact[315] Forward Looking Statements This section contains forward-looking statements regarding future events, business strategies, and financial results, highlighting various risks and uncertainties that could cause actual results to differ materially - Forward-looking statements relate to future events, business strategies, anticipated benefits of the Knoll acquisition, and future financial and operating results[226] - These statements involve risks and uncertainties, including public health crises (e.g., COVID-19), supply chain disruptions, fluctuations in raw material and labor costs, risks related to increased debt from the Knoll acquisition, integration challenges, general economic conditions, and litigation[227] - The company does not undertake any obligation to update forward-looking statements, except as required by law[227] Item 7A Quantitative and Qualitative Disclosures about Market Risk MillerKnoll is exposed to market risks from direct material costs, foreign currency exchange rates, and interest rates, which it manages through hedging instruments like forward currency contracts and interest rate swaps - The company is exposed to risks from price changes for direct materials like steel, plastics, textiles, wood particleboard, and aluminum components[229] - Changes in commodity prices increased the company's costs by approximately $55.3 million in fiscal 2022, compared to a $0.9 million decrease in fiscal 2021[229] - Foreign exchange risk arises from global manufacturing and sales in various currencies, impacting production costs and profit margins[232] - The company uses forward currency instruments to offset foreign currency exposures, resulting in a net gain of $3.3 million in fiscal 2022 from hedges and remeasurement[233][235] - Interest rate risk is managed through interest rate swap agreements, converting variable interest payments to fixed rates on notional amounts of $150.0 million (1.949%), $75.0 million (2.387%), and $575.0 million (1.689%)[236][238][239][240] - The fair market value of the interest rate swap instruments was a net asset of $31.9 million at May 28, 2022, compared to a net liability of $14.4 million at May 29, 2021[241] Item 8 Financial Statements and Supplementary Data This section presents MillerKnoll's audited consolidated financial statements, including the Statements of Comprehensive Income, Balance Sheets, Stockholders' Equity, and Cash Flows, along with extensive notes detailing accounting policies, acquisitions, debt, and segment information Consolidated Statements of Comprehensive Income (in millions, except per share data) | (In millions, except per share data) | May 28, 2022 | May 29, 2021 | May 30, 2020 | | :----------------------------------- | :----------- | :----------- | :----------- | | Net sales | $3,946.0 | $2,465.1 | $2,486.6 | | Gross margin | $1,352.7 | $951.1 | $911.2 | | Operating earnings (loss) | $39.8 | $232.5 | $(37.9) | | Net (loss) earnings | $(19.7) | $180.3 | $(14.0) | | (Loss) earnings per share — diluted | $(0.37) | $2.94 | $(0.15) | Consolidated Balance Sheets (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :-------------------------------- | :----------- | :----------- | | Total Assets | $4,514.0 | $2,076.8 | | Total Liabilities | $2,980.0 | $1,139.3 | | Redeemable noncontrolling interests | $106.9 | $77.0 | | Total Stockholders' Equity | $1,427.1 | $860.5 | Consolidated Statements of Cash Flows (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | May 30, 2020 | | :------------------------------------------ | :----------- | :----------- | :----------- | | Net Cash (Used in) Provided by Operating Activities | $(11.9) | $332.3 | $221.8 | | Net Cash Used in Investing Activities | $(1,172.4) | $(59.9) | $(168.1) | | Net Cash Provided by (Used in) Financing Activities | $1,039.9 | $(347.7) | $244.0 | | Net (Decrease) Increase In Cash and Cash Equivalents | $(166.1) | $(57.6) | $294.8 | - Management concluded that the company's internal control over financial reporting was effective as of May 28, 2022[508] - KPMG LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting[511] Note 1 Significant Accounting and Reporting Policies This note outlines MillerKnoll's significant accounting policies, including principles of consolidation, business description, fiscal year, foreign currency translation, and details policies for cash equivalents, marketable securities, allowances for credit losses, and inventories, notably the retrospective change from LIFO to FIFO in Q4 fiscal 2022 - The Consolidated Financial Statements include MillerKnoll, Inc. and its controlled domestic and foreign subsidiaries, with all intercompany accounts and transactions eliminated[253] - In Q4 fiscal 2022, the company retrospectively changed its inventory costing method for certain Americas segment inventories from LIFO to FIFO, which is considered preferable as it aligns with the physical flow of inventory and standardizes accounting across the company[266][316] - Goodwill was $1,226.2 million at May 28, 2022, and indefinite-lived intangible assets (trade names) were $501.0 million. Both are tested annually for impairment, with no impairment charges recorded in fiscal 2021 or 2022[216][217][220][221][269][270] - R&D costs, including royalty payments to designers, totaled $108.7 million in fiscal 2022, $72.1 million in 2021, and $74.0 million in 2020[286][287] - Revenue is recognized when performance obligations are satisfied, typically upon transfer of title and risk of loss for products, and over time for services. Variable consideration is estimated and included in the transaction price if a significant future reversal of cumulative revenue is improbable[289][291] - The company accounts for leases under ASC Topic 842, recognizing right-of-use (ROU) assets and lease obligations for finance and operating leases based on discounted future lease payments[293] - Deferred tax assets and liabilities are recognized for temporary differences, measured using enacted tax rates, with significant judgment required in evaluating tax positions and assessing the recoverability of deferred tax assets[301][302][303][304] Note 2 Revenue from Contracts with Customers This note disaggregates MillerKnoll's revenue by contract type and product category across its operating segments, detailing recognition methods and contract assets and liabilities - Revenue is disaggregated by contract type: single performance obligations (product sales, recognized at point of control transfer), multiple performance obligations (products and services, product revenue at control transfer, service revenue over time), and other arrangements (e.g., alliance fees)[320][321] Net Sales by Contract Type (in millions) | Net sales: | May 28, 2022 | May 29, 2021 | | :-------------------------- | :----------- | :----------- | | Single performance obligation | | | | Product revenue | $3,660.1 | $2,180.5 | | Multiple performance obligations | | | | Product revenue | $265.3 | $265.8 | | Service revenue | $8.6 | $9.6 | | Other | $12.0 | $9.2 | | Total | $3,946.0 | $2,465.1 | - Products are categorized as Workplace (functional settings), Performance Seating (ergonomics), Lifestyle (aesthetic and functional home products), and Other (uncategorized products and services)[323][324][325][327] Revenue by Product Type and Segment (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :------------------------ | :----------- | :----------- | | Americas Contract: | | | | Workplace | $797.9 | $738.3 | | Performance Seating | $366.8 | $307.8 | | Lifestyle | $154.8 | $127.2 | | Other | $125.4 | $128.0 | | Total Americas Contract | $1,444.9 | $1,301.3 | | International Contract: | | | | Workplace | $126.2 | $106.3 | | Performance Seating | $238.3 | $204.7 | | Lifestyle | $108.2 | $82.4 | | Other | $10.5 | $6.1 | | Total International Contract | $483.2 | $399.5 | | Global Retail: | | | | Workplace | $13.1 | $10.5 | | Performance Seating | $243.0 | $265.8 | | Lifestyle | $598.8 | $486.6 | | Other | $1.9 | $1.4 | | Total Global Retail | $856.8 | $764.3 | | Knoll: | | | | Workplace | $547.2 | — | | Performance Seating | $94.7 | — | | Lifestyle | $452.2 | — | | Other | $94.4 | — | | Total Knoll | $1,188.5 | — | | Intersegment Sales Elimination | $(27.4) | — | | Total | $3,946.0 | $2,465.1 | - Contract liabilities, primarily customer deposits, were $125.3 million at May 28, 2022, with $89.5 million of net sales recognized in fiscal 2022 related to deposits from the prior year[331][245] Note 3 Acquisitions and Divestitures This note details MillerKnoll's significant acquisition and divestiture activities, primarily the acquisition of Knoll, Inc. in July 2021 for approximately $1.887 billion, which resulted in substantial goodwill and intangible asset recognition - On July 19, 2021, MillerKnoll completed the acquisition of Knoll, Inc. for approximately $1,887.3 million in cash and stock, including $1,176.6 million in cash and $710.7 million in converted Knoll stock/awards[333][334] - The Knoll acquisition resulted in the recognition of $903.5 million in goodwill (within the Knoll segment) and $756.6 million in identified intangible assets, including indefinite-lived trade names ($418.0 million) and customer relationships ($257.0 million)[336][338] - Knoll contributed $1,188.5 million in total revenue and a net loss of $53.5 million to MillerKnoll's consolidated financial statements from the acquisition date through May 28, 2022[338] - Pro forma net sales for the combined entity were $4,100.2 million for the twelve months ended May 28, 2022, and $3,586.6 million for May 29, 2021, assuming Knoll was acquired on May 31, 2020[340] - The company acquired the remaining 47.5% equity in naughtone in October 2019 for $45.9 million, consolidating its operations and recognizing $57.5 million in goodwill[341][343] - In December 2019, the company acquired an additional 34% equity in HAY for $79.0 million, gaining a controlling interest and consolidating its operations, recognizing $111.1 million in goodwill[346][352] - On January 31, 2022, the company sold a wholly-owned contract furniture dealership in Toronto, Canada, for $2.8 million, recognizing a pre-tax gain of $2.0 million[353] Note 4 Inventories This note provides a breakdown of MillerKnoll's inventory, totaling $587.3 million at May 28, 2022, primarily valued using the first-in, first-out (FIFO) method after a retrospective change from LIFO Inventories (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :-------------------------- | :----------- | :----------- | | Finished goods and work in process | $441.6 | $173.6 | | Raw materials | $145.7 | $55.0 | | Total | $587.3 | $228.6 | - Inventories are primarily valued using the first-in, first-out (FIFO) method, following a retrospective change from LIFO in the fourth quarter of fiscal 2022[354] Note 5 Investments in Nonconsolidated Affiliates MillerKnoll holds equity method investments in nonconsolidated affiliates, totaling $9.9 million as of May 28, 2022, including interests in Kvadrat Maharam Pty Limited and Global Holdings Netherlands B.V. (Maars) - The company holds investments in nonconsolidated affiliates, accounted for using the equity method, which are included in Other noncurrent assets[355] Investments in Nonconsolidated Affiliates (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :-------------------------------- | :----------- | :----------- | | Investments in nonconsolidated affiliates | $9.9 | $11.7 | Ownership Interest in Nonconsolidated Affiliates | Ownership Interest | May 28, 2022 | May 29, 2021 | | :-------------------------------- | :----------- | :----------- | | Kvadrat Maharam Pty Limited | 50.0% | 50.0% | | Global Holdings Netherlands B.V. (Maars) | 48.2% | 48.2% | - The company divested its interest in Kvadrat Maharam Arabia DMCC, Kvadrat Maharam Turkey JSC, and Danskina B.V. in fiscal 2020 and 2021[358] Note 6 Short-Term Borrowings and Long-Term Debt MillerKnoll's long-term debt significantly increased to $1,427.9 million at May 28, 2022, primarily due to financing the Knoll acquisition through a new credit agreement, and the company remains in compliance with debt covenants Long-Term Debt Obligations (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :------------------------------------------ | :----------- | :----------- | | Debt securities, 4.95%, due May 20, 2030 | — | $49.9 | | Syndicated revolving line of credit, due August 2024 | — | $225.0 | | Syndicated revolving line of credit, due July 2026 | $413.0 | — | | Term Loan A, 2.5000%, due July 2026 | $390.0 | — | | Term Loan B, 2.7500% due July 2028 | $621.8 | — | | Supplier financing program | $3.1 | $2.2 | | Total debt | $1,427.9 | $277.1 | | Less: Unamortized discount and issuance costs | $(19.4) | — | | Less: Current debt | $(29.3) | $(2.2) | | Long-term debt | $1,379.2 | $274.9 | - In July 2021, the company entered a new credit agreement for the Knoll acquisition, providing a $725 million syndicated revolving line of credit, a $400 million Term Loan A, and a $625 million Term Loan B[363] - The company repaid $64 million of private placement notes, resulting in a $13.4 million loss on extinguishment of debt[364] Available Borrowings Under Syndicated Revolving Line of Credit (in millions) | (In millions) | May 28, 2022 | May 29, 2021 | | :------------------------------------------ | :----------- | :----------- | | Syndicated revolving line of credit borrowing capacity | $725.0 | $500.0 | | Less: Borrowings under the syndicated revolving line of credit | $413.0 | $225.0 | | Less: Outstanding letters of credit | $15.4 | $9.8 | | Available borrowings under the syndicated revolving line of credit | $296.6 | $265.2 | - As of May 28, 2022, the company was in compliance with all restrictions and financial performance ratios under its senior secured revolving credit facility[366] Annual Maturities of Debt (in millions) | (In mil