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1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
X ANNUAL REPORT UNDER 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
For Fiscal Year Ended May 28, 1994 Commission File No. 0-5813
Herman Miller, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-0837640
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
855 East Main Avenue
PO Box 302
Zeeland, Michigan 49464-0302
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (616) 654 3000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.20 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. _____
The aggregate market value of the voting stock held by "nonaffiliates" of the
registrant (for this purpose only, the affiliates of the registrant have been
assumed to be the executive officers and directors of the registrant and their
associates) as of August 8, 1994, was approximately $688,886,586 (based on
$27.625 per share which was the closing sale price in the over-the-counter
market as reported by NASDAQ).
The number of shares outstanding of the registrant's common stock, as of August
8, 1994: Common stock, $.20 par value--24,595,475 shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on October 6, 1994, are incorporated into Part III of
this report.
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PART 1
Item 1 BUSINESS
(a) General Development of Business
The company primarily is engaged in the design, manufacture, and sale of
furniture systems and furniture, and related products and services, for
offices, and, to a lesser extent, for health-care facilities and other uses.
Through research, the company seeks to define and clarify customer needs and
problems existing in its markets and to design, through innovation where
feasible, products and systems as solutions to such problems.
Herman Miller, Inc., was incorporated in Michigan in 1905. One of the company's
major plants and its corporate offices are located at 855 East Main Avenue, PO
Box 302, Zeeland, Michigan, 49464-0302, and its telephone number is (616) 654
3000. Unless otherwise noted or indicated by the context, the term "company"
includes Herman Miller, Inc., its predecessors and subsidiaries.
(b) Financial Information About Industry Segments
A dominant portion (more than 90 percent) of the company's operations is in a
single industry segment--the design, manufacture, and sale of office furniture
systems and furniture, and related products and services. Accordingly, no
separate industry segment information is presented.
(c) Narrative Description of Business
The company's principal business consists of the research, design, development,
manufacture, and sale of furniture systems and furniture, and related products
and services. Most of these systems and products are coordinated in design so
that they may be used both together and interchangeably. The company's products
and services are purchased primarily for offices, and, to a lesser extent,
health-care facilities and other uses. The company is a leader in design and
development of furniture and furniture systems. This leadership is exemplified
by the innovative concepts introduced by the company in its modular systems
known as "Action Office(R)," "Co/Struc(R)," and "Ethospace(R)." Action Office,
the company's series of three freestanding office partition and furnishing
systems, is believed to be the first such system to be introduced and
nationally marketed and as such popularized the "open plan" approach to office
space utilization. Co/Struc is a unique system for storing and handling
materials and supplies within health-care facilities and laboratories.
Ethospace interiors is a system of movable full- and partial-height walls, with
panels and individual wall segments that interchangeably attach to wall
framework. It includes wall-attached work surfaces and storage/display units,
electrical distribution, lighting, organizing tools, and freestanding
components. The company also offers a broad array of seating (including
"Equa(R)" and "Ergon(R)" office chairs), storage (including Meridian filing
products), and freestanding furniture products.
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The company's products are marketed worldwide by its own sales staff. These
sales persons work with dealers, the design and architectural community, as
well as directly with end users. Seeking and strengthening the various
distribution channels within the marketplace is a major focus of the company.
Independent dealerships concentrate on the sale of Herman Miller products and a
few complementary product lines of other manufacturers. Approximately 83.9
percent of the company's sales (in the fiscal year ended May 28, 1994) were
made to or through independent dealers. The remaining sales (16.1 percent) were
made directly to end-users, including federal, state, and local governments,
and several major corporations.
The company's furniture systems, seating, storage, and freestanding furniture
products, and related services are used in (1) office/institution environments
including offices and related conference, lobby and lounge areas, and general
public areas including transportation terminals; (2) health/science
environments including hospitals and other health care facilities; (3)
clinical, industrial, and educational laboratories; and (4) other environments.
In the following table, sales are classified by end-user (in millions):
Year Ended
------------------------------------------------------------------
May 28, May 29, May 30,
1994 1993 1992
-------------------- -------------------- ---------------------
Net % of Net % of Net % of
Sales Total Sales Total Sales Total
----- ----- ----- ----- ----- -----
Office/Institution Environments $922.1 96.7 $824.2 96.3 $773.5 96.1
Other (1) 31.1 3.3 31.5 3.7 31.2 3.9
------ ----- ------ ------ ------ -----
Total $953.2 100.0 $855.7 100.00 $804.7 100.0
====== ===== ====== ====== ====== =====
(1) Includes health/science, industrial light assembly, and other users.
New Product and Industry Segment Information
During the past 12 months, the company has not made any public announcement of,
or otherwise made public information about, a new product or a new industry
segment which would require the investment of a material amount of the
company's assets or which would otherwise result in a material cost.
Raw Materials
The company's manufacturing materials are available from a significant number
of sources within the United States, Canada, Europe, and the Far East. To date,
the company has not experienced any difficulties in obtaining its raw
materials. The raw materials used are not unique to the industry nor are they
rare.
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Patents, Trademarks, Licenses, Etc.
The company has approximately 169 active United States utility patents on
various components used in its products and systems and approximately 85 active
United States design patents. Many of the inventions covered by the United
States patents also have been patented in a number of foreign countries.
Various trademarks, including the name and style "Herman Miller," and the " "
trademark, are registered in the United States and certain foreign countries.
The company does not believe that any material part of its business is
dependent on the continued availability of any one or all of its patents or
trademarks, or that its business would be materially adversely affected by the
loss of any thereof except the "Herman Miller," "Action Office," "Co/Struc,"
"Ergon," "Ethospace," "Equa," and " " trademarks.
Seasonal Nature of Business
The company does not consider its business to be seasonal in nature.
Working Capital Practices
The company does not believe that it or the industry in general has any special
practices or special conditions affecting working capital items that are
significant for an understanding of the company's business.
Customer Base
No single dealer accounted for more than 3.0 percent of the company s net sales
in the fiscal year ended May 28, 1994. For fiscal 1994, the largest single
end-user customer accounted for approximately 9.4 percent of the company's net
sales with the 10 largest of such customers accounting for approximately 17.3
percent of the company's sales. The company does not believe that its business
is dependent on any single or small number of customers, the loss of which
would have a materially adverse effect upon the company.
Backlog of Orders
As of May 28, 1994, the company's backlog of unfilled orders was $138.6
million. At May 29, 1993, the company's backlog totalled $129.8 million. It is
expected that substantially all the orders forming the backlog at May 28, 1994,
will be filled during the current fiscal year. Many orders received by the
company are filled from existing raw material inventories and are reflected in
the backlog for only a short period while other orders specify delayed
shipments and are carried in the backlog for up to one year. Accordingly, the
amount of the backlog at any particular time is not necessarily indicative of
the level of net sales for a particular succeeding period.
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Government Contracts
Other than standard price reduction and other provisions contained in contracts
with the United States government, the company does not believe that any
significant portion of its business is subject to material renegotiation of
profits or termination of contracts or subcontracts at the election of various
government entities.
Competition
All aspects of the company's business are highly competitive. The principal
methods of competition utilized by the company include design, product and
service quality, speed of delivery, and product pricing. The company believes
that it is the second largest office furniture manufacturer in the United
States. However, in several of the markets served by the company, it competes
with up to 400 smaller companies and with several manufacturers that have
significantly greater resources and sales. Price competition intensified during
the past several years and especially during fiscal 1992 and the first half of
fiscal 1993. Prices stabilized beginning in the last half of fiscal 1993 and
during fiscal 1994. Prior to 1994, the company's gross profit margin declined
due to price competition. Through manufacturing productivity gains, and
improved purchasing procedures, the company has been able to partially offset
the effects of price discounting on its gross margin. These factors, together
with price stability during 1994 resulted in an improved gross margin.
Research, Design and Development
One of the competitive strengths of the company is its research, design and
development programs. Accordingly, the company believes that its research and
design activities are of significant importance. Through research, the company
seeks to define and clarify customer needs and problems and to design, through
innovation where feasible, products and services as solutions to these customer
needs and problems. The company utilizes both internal and independent research
and design resources. Exclusive of royalty payments, approximately $26.7
million, $22.4 million, and $20.3 million was spent by the company on design
and research activities in fiscal 1994, fiscal 1993, and fiscal 1992,
respectively. Royalties are paid to designers of the company's products as the
products are sold and are not considered research and development expenditures.
Environmental Matters
The company does not believe, based on existing facts known to management, that
existing environmental laws and regulations have had or will have any material
effects upon the capital expenditures, earnings, or competitive position of the
company. Further, the company continues to rigorously reduce, recycle, and
reuse the solid wastes generated by its manufacturing processes. Its
accomplishments and these efforts have been widely recognized.
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Human Resources
The company considers another of its major competitive strengths to be its
human resources. The company stresses individual employee participation and
incentives, and believes that this emphasis has helped to attract and retain a
capable work force. The company has a human resources group to provide employee
recruitment, education and development, and compensation planning and
counseling. There have been no work stoppages or labor disputes in the
company's history, and its relations with its employees are considered
excellent. Approximately 462 of the company's employees are represented by
collective bargaining agents, most of whom are employees of its Integrated
Metal Technology, Inc., and Herman Miller, Limited (U.K.) subsidiaries. As
such, these subsidiaries are parties to collective bargaining agreements with
these employees.
As of May 28, 1994, the company employed 5,940 full-time and 513 part-time
employees, representing a 9.1 percent increase in full-time employees and a 8.2
percent decrease in part-time employees compared with May 29, 1993. In addition
to its employee work force, the company uses purchased labor to meet uneven
demand in its manufacturing operations. Throughout the course of the year the
use of purchased labor increased by 56.0 percent. The increase is due to the
company experiencing a significant increase in sales during the second half of
fiscal 1994.
(d) Information About International Operations
The company's sales in international markets primarily are made to
office/institution customers. Foreign sales mostly consist of office furniture
products such as Ethospace and Action Office systems, seating, and storage
products. The company has focused its international operations on four major
markets: Canada, Europe, Latin America, and the Asia/Pacific region. In certain
other foreign markets, the company's products are offered through licensing of
foreign manufacturers on a royalty basis.
At the present time, the company's products sold in international markets are
manufactured by wholly owned subsidiaries in the United States, United Kingdom,
Mexico, and Japan. Sales are made through wholly owned subsidiaries in
Australia, Canada, France, Germany, Japan, Mexico, the Netherlands, and the
United Kingdom. The company's products are offered in the Middle East through
dealers.
In several other countries, the company licenses manufacturing and selling
rights. Historically, these licensing arrangements have not required a
significant investment of funds or personnel by the company, and, in the
aggregate, have not produced a material net income for the company.
Additional information with respect to operations by geographic area appears in
the note "Segment Information" of the Notes to Consolidated Financial
Statements set forth on pages 34 and 35. Fluctuating exchange rates and factors
beyond the control of the company, such as tariff and foreign economic
policies, may affect future results of international operations.
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Item 2 PROPERTIES
The company owns or leases facilities which are located throughout the United
States and several foreign countries, including Canada, France, Germany, Japan,
Mexico, the Netherlands, and the United Kingdom. The location, square footage,
and use of the most significant facilities at May 28, 1994, were as follows:
Location
Square
Owned Locations Footage Use
- - --------------- ------- -----------------------
Zeeland, Michigan 749,000 Manufacturing, Warehouse, and Office
Spring Lake, Michigan 584,000 Manufacturing, Warehouse, and Office
Holland, Michigan 355,000 Distribution and Warehouse
Rocklin, California 343,600 Manufacturing and Warehouse
Roswell, Georgia 220,000 Manufacturing and Warehouse
Holland, Michigan 216,900 Design Center
Holland, Michigan 200,000 Manufacturing and Warehouse
Grandville, Michigan 214,800 Manufacturing, Warehouse, and Office
Sanford, North Carolina 160,000 Manufacturing, Warehouse, and Office
Leased Locations
- - ----------------
Zeeland, Michigan 358,300 Manufacturing, Warehouse, and Office
Dayton, New Jersey 244,700 Manufacturing and Warehouse
Dallas, Texas 131,600 Manufacturing and Warehouse
Chippenham, England, U.K. 104,900 Manufacturing and Warehouse
Stone Mountain, Georgia 84,500 Manufacturing and Warehouse
Mexico City, Mexico 66,200 Manufacturing, Warehouse, and Office
The company also maintains showrooms or sales offices near most major
metropolitan areas throughout North America, Europe, the Middle East,
Asia/Pacific, and South America. A complete listing of the company's showrooms
and sales offices is contained in the Annual Report to Shareholders for the
year ended May 28, 1994. The company considers its existing facilities to be in
excellent condition, efficiently utilized, well suited, and adequate for its
design, production, distribution, and selling requirements.
Item 3 PENDING LEGAL PROCEEDINGS
On January 7, 1992, Haworth, Inc., filed a lawsuit in the U.S. District Court
for the Northern District of Georgia (Atlanta Division), against Herman Miller,
Inc., alleging that the electrical systems used in certain of the company's
products infringe one or more of Haworth's patents. On December 9, 1992, the
company's motion for change of venue was granted, and the lawsuit was
transferred to the U.S. District Court for the Western District of Michigan
(Southern Division).
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The litigation is considered to be in an intermediate stage, and the company is
defending its position vigorously. The company has requested a jury trial,
which has been tentatively set for August 1995 by the court. The patents that
are the source of controversy expire on or before December 1, 1994. Since 1991,
the company has sold a system of enhanced electrical components on the majority
of its product lines, both by number and dollar volume. Haworth has admitted
the enhanced electrical components do not infringe the patents in suit. If
Haworth were to be successful on its claims, the statute of limitation would
bar recovery of any damages arising prior to January 1986.
In November 1985, Haworth filed a lawsuit against Steelcase, Inc., the
industry's leader in market share, alleging violations of the same patents, and
thus far has prevailed on the issue of liability. The litigation between
Haworth and Steelcase currently is continuing on the issue of damages. The
company's defenses are substantially different from those relied upon by
Steelcase.
The company believes, based upon written opinion of counsel, that its products
do not infringe Haworth's patents and that the company is more likely than not
to prevail on the merits, although, as with all litigation, there can be no
absolute assurance of success. At this time, management does not expect the
ultimate resolution of this matter to have a material adverse effect on the
company's consolidated financial position. However, the outcome of this matter
is not subject to prediction with certainty.
Item 4 SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the year ended May 28, 1994.
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ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information relating to Executive Officers of the company is as
follows:
Year Elected an Position with
Name Age Executive Officer the Company
---- --- ----------------- -----------
James H. Bloem 44 1987 Vice President, Chief Financial Officer, and Treasurer
Hansjorg Broser 53 1992 Vice President and President,
Herman Miller Europe
J. Kermit Campbell 55 1992 President and Chief Executive Officer(1)(2)
James E. Christenson 47 1989 Vice President, General Counsel, and Secretary
Max O. DePree 69 1950 Chairman of the Board(1)(2)
Robert A. Harvey 58 1984 Senior Vice President for Business Development
Andrew C. McGregor 44 1988 Vice President and General Manager of Seating
Philip J. Mercorella 50 1981 Senior Vice President and General Manager of Systems
Gary S. Miller 45 1984 Senior Vice President for Design and Development
Richard H. Ruch 64 1969 Vice Chairman of the Board(1)(2)
James G. Schreiber 44 1984 Vice President for Information and Corporate Controller
Gary J. TenHarmsel 46 1982 Senior Vice President for North American Distribution Alignment
(1) Director of the company and not an employee
(2) Member of the executive committee of the Board of Directors
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PART II
Item 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
Share Price, Earnings, and Dividends Summary
Herman Miller, Inc., common stock is quoted in the NASDAQ-National Market
System (NASDAQ-NMS Symbol: MLHR). As of August 8, 1994, there were
approximately 11,000 shareholders of the company's common stock.
Market Market Market Per Per
Price Price Price Share Share
Per Share and Unaudited High Low Close Earnings Dividends
- - ----------------------- ---- --- ----- -------- ---------
Year Ended May 28, 1994
First quarter 29.875 25.000 28.000 .30 .13
Second quarter 31.000 24.750 29.250 .44 .13
Third quarter 35.000 27.125 34.625 .44 .13
Fourth quarter 34.750 23.750 24.875 .42 .13
Year 35.000 23.750 24.875 1.60 .52
Year Ended May 29, 1993
First quarter 19.500 15.875 16.125 .10 .13
Second quarter 17.000 14.750 16.625 .14 .13
Third quarter 22.750 16.500 22.250 .29 .13
Fourth quarter 26.375 19.250 25.625 .35 .13
Year 26.375 14.750 25.625 .88 .52
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Item 6 SELECTED FINANCIAL DATA
REVIEW OF OPERATIONS
In Thousands Except Per Share Data 1994 1993 1992 1991 1990
---- ---- ---- ---- ----
OPERATING RESULTS
Net Sales $953,200 $855,673 $804,675 $878,732 $865,016
Gross Margin 337,138 298,501 277,076 314,159 313,171
Gross Margin Percent 35.4 34.9 34.4 35.8 36.2
Operating Income(1,2) 61,798 43,769 1,989 39,206 82,704
Design and Research Expense 30,151 24,513 20,725 23,212 20,784
Income (Loss) Before Income Taxes(1,2) 63,473 42,354 (988) 33,159 74,996
Net Income (Loss)(1,2,3,4) 40,373 22,054 (14,145) 14,059 46,596
After-Tax Return on Net Sales (Percent; 1,2,3,4) 4.2 2.6 (1.8) 1.6 5.4
After-Tax Return on Average
Assets (Percent, 1,2,3,4) 7.9 4.6 (2.9) 2.7 8.8
After-Tax Return on Average
Equity (Percent, 1,2,3,4) 13.9 7.8 (4.8) 4.5 15.7
Cash Flow from Operating Activities 69,764 82,588 77,000 86,393 81,706
Capital Expenditures 40,347 43,387 32,024 32,609 34,978
Depreciation and Amortization 33,207 31,600 30,473 32,761 28,005
COMMON SHARE DATA
Earnings per Share(1,2,3,4) 1.60 .88 (.56) .55 1.82
Cash Dividends Declared per Share .52 .52 .52 .52 .52
Common Stock Repurchased $25,363 $ 8,155 $10,445 $4,690 $2,005
Cash Dividends Paid 13,098 13,002 13,113 13,326 12,777
Common Stock Repurchased plus
Cash Dividends Paid 38,461 21,157 23,558 18,016 14,782
Average Shares and Equivalents Outstanding 25,255 24,993 25,163 25,685 25,643
Book Value per Share at Year-End 11.73 11.36 11.14 12.33 12.27
Market Price per Share at Year-End 24.875 25.625 19.000 20.125 20.500
FINANCIAL CONDITION
Total Assets 533,746 484,342 471,268 492,947 533,982
Working Capital 50,943 62,711 66,545 113,980 127,003
Current Ratio 1.29 1.43 1.48 2.06 2.09
Interest-Bearing Debt 70,017 39,877 53,975 75,693 109,997
Long-Term Debt 20,600 21,128 29,445 54,720 89,043
Shareholders' Equity 296,325 283,942 280,082 314,782 314,315
Total Capital 316,925 305,070 309,527 369,502 403,358
Percent Long-Term Debt to Total Capital 6.5 6.9 9.5 14.8 22.1
Interest Expense 1,828 2,089 6,879 10,260 11,756
Interest Coverage Times(1,2,3,4) 35.7 21.3 .9 4.2 7.4
(1) Includes $30.2 million of pretax charges, including restructuring charges
of $25.0 million, and other charges of $5.2 million in 1992. These charges
decreased net income by $20.6 million, or $.82 per share.
(2) Includes $25.9 million of pretax charges, including wood casegoods
restructuring charge of $18.6 million and other pretax charges of $7.3 million
in 1991. These charges decreased net income by $22.9 million, or $.89 per
share.
(3) Includes cumulative effect of change in accounting principle of $8.0
million after-tax expense ($.31 per share) in 1992 and $3.3 million after-tax
income ($.13 per share) in 1989.
(4) Includes loss on extinguishment of long-term debt of $2.7 million, or $.11
per share in 1992.
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Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES Net sales increased $97.5 million (11.4 percent) in 1994, increased
$51.0 million (6.3 percent) in 1993, and decreased $74.1 million (8.4 percent)
in 1992. The increases in 1994 and 1993 primarily were due to higher unit
volumes. Price stability, which began in the last half of fiscal 1993,
continued throughout fiscal 1994. Prior to that time, realized unit prices
decreased. Changes in the rate of exchange between the United States dollar and
other currencies decreased net sales $5.5 million (.6 percent) in fiscal 1994
and $2.9 million (.3 percent) in fiscal 1993. In 1992, the decrease in net
sales primarily was due to increased price competition, which resulted in
realized price decreases, together with lower unit volumes worldwide. The
remainder of the decrease in 1992 was due to the effect of changes in foreign
exchange rates, which decreased net sales $2.3 million (.3 percent).
Net sales of international operations and export sales from the United States
were $141.0 million, $121.5 million, and $124.0 million in 1994, 1993, and
1992, respectively. The increase in 1994 of $19.5 million (16.0 percent) was
primarily due to higher unit volume offset by changes in foreign exchange
rates, which decreased net sales by $5.5 million (3.9 percent). Geographically,
net sales increased over 50 percent in Asia Pacific/Latin America while
decreasing nearly 20 percent in Europe. The decrease in 1993 of $2.5 million
(2.0 percent) primarily was due to changes in foreign exchange rates. In 1993,
net sales increased 6.5 percent in Europe and 7.6 percent in Asia Pacific/Latin
America.
The Business and Institutional Furniture Manufacturers Association ("BIFMA"),
the United States office furniture trade association, reported that United
States industry sales increased approximately 7.0 percent in 1994, 7.7 percent
in 1993, and decreased 4.2 percent in 1992. These figures compare with a 10.6
percent increase, a 7.9 percent increase, and a 6.2 percent decline in the
company s United States net sales for fiscal 1994, 1993, and 1992,
respectively. The company's market share grew in 1994 and 1993, and declined
slightly in 1992. The small market share decline in 1992 ended a two-year
period where the company maintained its market share as measured by BIFMA.
Comparable industry measures for share of international markets either are not
as comprehensive or are unavailable, so as to prohibit meaningful comparison
with the company's international net sales and export sales from the United
States. During 1994, based on anecdotal evidence, the company believes it
increased its share of international markets except in Europe. During 1993,
based on anecdotal evidence, the company believes it has maintained or slightly
increased its share of international markets. Despite the significant decline
in European and particularly United Kingdom net sales in 1992, based on
anecdotal evidence, the company believes it also maintained its share of these
markets during 1992.
The backlog of unfilled orders on May 28, 1994, was $138.6 million compared
with $129.8 million on May 29, 1993, and $116.2 million on May 30, 1992. New
orders increased $92.8 million (10.7 percent) in 1994, $60.5 million (7.5
percent) in 1993, and $29.8 million (3.8 percent) in 1992.
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GROSS MARGIN The company's gross margin percentage was 35.4 percent of net
sales in 1994 compared with 34.9 percent in 1993, and 34.4 percent in 1992. The
.5 percent improvement in 1994 gross margin was due to reduced overhead
spending and increased volume which leveraged fixed overhead. Price stability
during 1994 also contributed to the gross margin improvement. The .5 percent
improvement in 1993 gross margin primarily was due to the inclusion of
additional inventory reserves of $3.6 million in 1992. These additional
inventory reserves were part of the $30.2 million of restructuring and other
pretax charges recorded in the fourth quarter of 1992, which are discussed
under the Restructuring and Other Charges section below. During 1993, the
company continued to experience increased price discounting, which was offset
partially by cost savings on materials.
In 1992 the decreased gross margin primarily was due to inventory reserves,
increased price discounting, and lower unit volumes which resulted in the
application of higher labor and overhead rates.
OPERATING EXPENSES Selling, general, and administrative expenses were $245.2
million (25.7 percent of net sales); $230.2 million (26.9 percent of net
sales); and $229.4 million (28.5 percent of net sales) in 1994, 1993, and 1992,
respectively. The decrease in 1994 as a percent of net sales primarily was due
to higher net sales. The increase in total operating expenses in fiscal 1994
primarily was attributable to increases in both compensation ($5.2 million,
primarily incentive based) and related benefits ($1.4 million, primarily
defined benefit plan and health-care expenses), the adoption of Statement of
Financial Accounting Standards No. 112, "Employers Accounting for
Postemployment Benefits" ($.8 million of the total $1.7 million cumulative
effect), and the addition of Mexican operations effective January 1, 1994 ($4.3
million). The decrease in operating expenses in 1993 as a percent of net sales
primarily was due to higher net sales, since total operating expenses increased
only $.8 million, or .4 percent. The modest increase in total operating
expenses in fiscal 1993 primarily was attributable to a lower fixed cost
structure resulting from the previous year's restructuring charges ($3.6
million) and lower provisions for uncollectible accounts and notes receivable
($4.1 million), offset by increases in both compensation ($4.9 million,
primarily incentive based) and related benefits ($3.6 million, primarily
defined benefit plan and health-care expenses). The increase in 1992 as a
percent of net sales was directly attributable to the decline in net sales,
since total operating expenses were less than the previous year by $3.7 million
(1.6 percent). The decrease in total operating expenses in fiscal 1992
primarily was due to lower provisions for uncollectible accounts and notes
receivable ($1.8 million) and lower incentive-based compensation at all levels
of the company ($1.5 million).
Design and research expenses were $30.2 million in 1994, compared with $24.5
million in 1993, and $20.7 million in 1992. As a percentage of net sales,
design and research expenses were 3.2 percent of net sales in 1994, 2.9 percent
of net sales in 1993, and 2.6 percent of net sales in 1992. This percentage
compares with the industry-wide rate of 1.5 percent of net sales reported by
BIFMA for calendar 1993. The 23.3 percent increase in research and design
expense for fiscal 1994 supports several new products that will be introduced
in the next 18 months. These products will focus on the continuing need for
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improved ergonomic and productivity solutions in the office and health-care
environments.
RESTRUCTURING AND OTHER CHARGES There were no restructuring charges in 1994 or
1993. As previously mentioned, the company recorded $30.2 million of pretax
charges in its fourth quarter ended May 30, 1992. These charges included
leasehold abandonments and facility closings ($8.1 million), product
discontinuance and production relocation charges ($9.9 million), a
reorganization reserve and early retirement incentive ($7.0 million), and
additional reserves for both inventories ($3.6 million) and uncollectible
accounts receivables ($1.6 million). In addition, the company recorded an
extraordinary loss of $4.2 million ($2.7 million, net of applicable income
taxes) on the prepayment of $42.9 million of long-term debt in the fourth
quarter of 1992.
OTHER EXPENSES AND INCOME Interest income, net of interest expense, was $1.5
million in 1994, $1.0 million in 1993 compared with interest expense, net of
interest income of $2.6 million in 1992. The decreasing level of interest
expense primarily was due to the decreasing level of average interest-bearing
debt during each fiscal year. Total interest-bearing debt was $70.0 million on
May 28, 1994, compared with $39.9 million on May 29, 1993, and $54.0 million on
May 30, 1992.
Other net expenses were $1.2 million in 1994, $3.5 million in 1993, and $.5
million in 1992. The increase from 1992 to 1993 primarily was due to loss on
disposals of fixed assets and, to a lesser extent, charges for a
reconfiguration of European operations.
INCOME TAXES The effective tax rate was 36.4 percent in 1994 and 47.9 percent
in 1993. The lower 1994 rate primarily was attributable to improved
international operating results, especially in the United Kingdom, together
with the effects of a corporate-owned life insurance program implemented in the
second half of the year. The company expects its effective tax rate for fiscal
1995 to be in the range of 35 to 38 percent. The high tax rate in 1993
primarily was due to the then-current nondeductibility of the $3.2 million
after-tax charges for reconfiguration of European operations. Before giving
effect to these nondeductible European charges, the effective tax rate was 37.5
percent in 1993. In 1992, the tax provision on net loss (excluding the
extraordinary loss on prepayment of long-term debt and the cumulative effect of
change in accounting principle) was $2.5 million. The fiscal 1992 provision
resulted from nondeductible capital losses and net operating losses for
European operations, which are at a lower statutory tax rate than the United
States. In addition, during the fourth quarter of 1992, the company exhausted
its ability to carry back net operating losses to prior periods for income tax
purposes in the United Kingdom.
NET INCOME (LOSS) The company recorded net income of $40.4 million in 1994 and
$22.1 million in 1993, compared with a $14.1 million net loss in 1992. The 1992
amount includes $30.2 million of pretax charges, a $2.7 million extraordinary
loss, net of applicable income taxes, and $8.0 million cumulative effect of
change in accounting principle, net of applicable income taxes. These charges
decreased net income by $32.3 million.
-14-
15
EXTRAORDINARY LOSS In May 1992 the company paid a $4.2 million pretax
prepayment penalty for early extinguishment of a $42.9 million, 10.15 percent
per annum, unsecured note payable due in 1997. The penalty of $2.7 million, net
of applicable income taxes, or $.11 per share, was recorded as an extraordinary
loss.
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE During the fourth quarter
of 1992 and retroactive to June 2, 1991, the company adopted Statement of
Financial Accounting Standards No. 106, "Employers Accounting for
Postretirement Benefits Other Than Pensions" (SFAS No. 106), which requires the
recognition of such costs, principally retiree health care, on an accrual
rather than on a cash basis. As a result, 1992 net income was reduced by $9.1
million, or $.35 per share. Approximately $8.0 million, or $.31 per share, was
recorded to establish an accrued liability for the cumulative effect of this
accounting change as of the beginning of fiscal 1992. Additionally, earnings
were reduced by $1.1 million, or $.04 per share, by the use of the accrual
method in 1992. The charges resulting from the adoption of SFAS No. 106 had no
effect on the company s cash position and represented 3.2 percent of total
shareholders' equity on an after-tax basis.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS FROM OPERATING ACTIVITIES Cash provided by operating activities was
$69.8 million in 1994 compared with $82.6 million in 1993, and $77.0 million in
1992. The decline in 1994 was attributable to an increase in the use of working
capital, primarily accounts receivable and inventory which accompany higher
sales. The increase in 1993 primarily was due to higher net income and
increasingly effective asset utilization. The decrease in 1992 primarily was
due to the net loss, partially offset by the restructuring and other pretax
charges that did not require cash outlays.
In each of the past three years, cash provided by operating activities has been
sufficient to finance the company s working capital needs, property and
equipment additions, and cash dividend payments. In fiscal 1993 and 1992, cash
provided by operating activities also financed all repurchases of the company's
common stock.
CASH FLOWS FROM INVESTING ACTIVITIES Expenditures for property and equipment
additions were $40.3 million in 1994 compared with $43.4 million in 1993, and
$32.0 million in 1992. The increased level of spending in fiscal 1994 and 1993
was used to fund capital expenditures for improvements required to achieve
higher product and service quality standards and shortened customer lead times,
as well as for new products. Net cash used for loans to independent Office
Pavilion dealers amounted to $7.3 million in 1994. This compares with net cash
used for similar loans of $6.8 million in 1993 and $1.0 million in 1992. The
volume of cash flows through these revolving credit loans, which support the
sale of the company's products by these independent dealers, has increased
significantly over the past three years.
CASH FLOWS FROM FINANCING ACTIVITIES In 1994, the company borrowed (net of
repayments) $23.8 million of short-term and long-term debt. The increased
short-term borrowings principally were due to repurchases of common stock
primarily in the fourth quarter of fiscal 1994, as discussed below. These
borrowings are considered temporary.
-15-
16
The company repaid (net of borrowings) $14.1 million and $21.7 million of
short-term and long-term debt in 1993 and 1992, respectively. The company has
available formal and informal lines of credit totalling $135.0 million should
additional borrowings be required for operating, investing, or financing
activities. In 1992, the company prepaid a $42.9 million, 10.15 percent per
annum unsecured note payable due in 1997. The entire amount prepaid, $47.5
million (including accrued interest and the prepayment penalty), was financed
by the company's formal and informal lines of credit from then existing cash
balances.
In 1994, the company repurchased $25.4 million of its common stock compared
with $8.2 million in 1993, and $10.4 million in 1992. In May, the company
completed the 2.0 million share repurchase program announced in January 1991,
buying back slightly more than 2.27 million shares, or 8.8 percent of the
then-outstanding common stock, at an average cost of $21.25. At the same time
in May, the company also announced plans to purchase up to an additional 2.0
million common stock, or 8.1 percent of its 24.59 million common shares
currently outstanding. In 1994, .929 million shares, or 3.7 percent of total
shares outstanding at May 29, 1993, were repurchased at an average cost of
$27.31 per share. In 1993, .529 million, or 2.1 percent of total shares
outstanding on May 30, 1992, were repurchased at an average cost of $15.43 per
share. In 1992, .578 million, or 2.3 percent of the total shares outstanding on
June 1, 1991, were repurchased at an average cost of $17.81 per share. All
repurchases were made in the open market on an unsolicited basis.
EXPECTED FUTURE CASH FLOWS Cash provided by operating activities is not
expected to change significantly in 1995. The company anticipates that cash
flows from operating activities and short-term borrowings, if necessary, will
be adequate to fund its capital expenditures, dividend payments, common stock
repurchases, and modest required long-term debt repayments.
Capital expenditures are expected to be approximately $45.0 million in 1995 and
to consist principally of expenditures relating to continued enhancement of the
company's existing facilities and equipment, as well as costs associated with
new products to be introduced in fiscal 1995 and 1996.
The volume of cash flows and the outstanding balance of the revolving credit
loans to independent dealers are not expected to change significantly in 1995.
As previously discussed, the company is committed to its 2.0 million share
repurchase program announced in May 1994 and anticipates that all shares
repurchased will be permanently funded by cash flows from operating activities.
Dividend payments are expected to be $13.2 million in 1995.
-16-
17
Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Quarterly Financial Data
Summary of the quarterly operating results on a consolidated basis:
May 28, 1994; May 29, 1993; May 30, 1992
In Thousands Except Per Share Data First Second Third Fourth
and Unaudited Quarter Quarter Quarter Quarter
------ ------- ------- -------
1994 Net sales $221,566 $241,822 $241,949 $247,863
Gross margin 76,323 84,330 84,158 92,327
Net income 7,474 11,183 11,181 10,535
Net income per share $.30 $.44 $.44 $.42
1993 Net sales $199,596 $204,974 $217,462 $233,641
Gross margin 68,396 68,860 75,999 85,246
Net income 2,409 3,558 7,237 8,850
Net income per share $.10 $.14 $.29 $.35
1992 Net sales $184,634 $206,090 $198,820 $215,131
Gross margin 64,039 72,359 67,988 72,690
Income (loss) before extraordinary
loss and cumulative effect of
change in accounting principle 2,219 5,348 3,904 (14,959)(1)
Extraordinary loss on early
extinguishment of debt, net of
applicable income taxes -- -- -- (2,681)
Net income (loss) before cumulative
effect of change in accounting principle 2,219 5,348 3,904 (17,640)(1)
Cumulative effect of change in
accounting principle, net of
applicable income taxes (7,976) -- -- --
Net income (loss) (5,757) 5,348 3,904 (17,640)(1)
Income (loss) per share before
extraordinary loss and cumulative
effect of change in accounting principle $.09 $.21 $.16 $ (.60)(1)
Extraordinary loss per share -- -- -- $(.11)
Cumulative per share effect of change
in accounting principle $(.31) -- -- --
Net income (loss) per share $(.22) $.21 $.16 $(.71)(1)
(1) Includes $30.2 million of pretax charges, including restructuring charges
of $25.0 million and other charges of $5.2 million. These charges decreased net
income by $20.6 million, or $.82 per share.
-17-
18
Consolidated Statements of Operations
May 28, 1994; May 29, 1993; and May 30, 1992 1994 1993 1992
---- ---- ----
In Thousands Except Per Share Data
NET SALES $953,200 $855,673 $804,675
Cost of Sales 616,062 557,172 527,599
------- ------- -------
GROSS MARGIN 337,138 298,501 277,076
------- ------- -------
Operating Expenses:
Selling, general, and administrative 245,189 230,219 229,392
Design and research 30,151 24,513 20,725
Restructuring charges -- -- 24,970
------- ------- -------
TOTAL OPERATING EXPENSES 275,340 254,732 275,087
------- ------- -------
OPERATING INCOME 61,798 43,769 1,989
------- ------- -------
Other Expenses (Income):
Interest expense 1,828 2,089 6,879
Interest income (3,278) (3,041) (4,300)
Gain on foreign exchange (1,464) (1,130) (123)
Other--net 1,239 3,497 521
------- ------- -------
NET OTHER (INCOME) EXPENSES (1,675) 1,415 2,977
======= ======= =======
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY
LOSS, AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 63,473 42,354 (988)
Income Taxes 23,100 20,300 2,500
------- ------- -------
Income (Loss) Before Extraordinary Loss and
Cumulative Effect of Change in Accounting Principle 40,373 22,054 (3,488)
Extraordinary Loss on Early Extinguishment
of Debt, Net of Applicable Income Taxes -- -- (2,681)
------- ------- -------
Net Income (Loss) Before Cumulative Effect
of Change in Accounting Principle 40,373 22,054 (6,169)
======= ======= =======
Cumulative Effect of Change in Accounting Principle,
Net of Applicable Income Taxes -- -- (7,976)
------- ------- -------
NET INCOME (LOSS) $40,373 $22,054 $(14,145)
------- ------- -------
NET INCOME (LOSS) PER SHARE BEFORE EXTRAORDINARY
LOSS AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE $1.60 $.88 $(.14)
Extraordinary Loss Per Share -- -- (.11)
Cumulative Per Share Effect of Change in
Accounting Principle -- -- (.31)
------- ------- -------
NET INCOME (LOSS) PER SHARE $1.60 $.88 $(.56)
======= ======= =======
The accompanying notes are an integral part of these statements.
-18-
19
Consolidated Balance Sheets
May 28, 1994 and May 29, 1993
In Thousands Except Per Share Data
ASSETS 1994 1993
---- ----
Current Assets:
Cash and cash equivalents $22,701 $16,531
Accounts receivable, less allowances of $6,742
in 1994 and $6,168 in 1993 121,564 111,218
Inventories 59,813 56,038
Prepaid expenses and other 24,590 23,783
-------- --------
TOTAL CURRENT ASSETS 228,668 207,570
======== ========
Property and Equipment:
Land and improvements 27,602 27,153
Buildings and improvements 145,131 135,584
Machinery and equipment 258,167 250,719
Construction in progress 23,994 17,951
-------- --------
454,894 431,407
Less--accumulated depreciation 215,932 202,963
-------- --------
NET PROPERTY AND EQUIPMENT 238,962 228,444
Notes Receivable, less allowances of $2,159 in 1994 and $2,106 in 1993 36,659 32,174
Other Assets 29,457 16,154
-------- --------
TOTAL ASSETS $533,746 $484,342
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $506 $515
Notes payable 48,911 18,234
Accounts payable 42,121 38,654
Accrued liabilities 86,187 87,456
-------- --------
TOTAL CURRENT LIABILITIES 177,725 144,859
Long-Term Debt, less current portion above 20,600 21,128
Deferred Taxes 3,819 7,412
Other Liabilities 35,277 27,001
-------- --------
TOTAL LIABILITIES 237,421 200,400
======== ========
Shareholders' Equity:
Preferred stock, no par value (10,000,000 shares authorized, none
issued) -- --
Common stock, $.20 par value (60,000,000 shares authorized,
24,589,825 and 25,003,963 shares issued and outstanding in 1994
and 1993) 4,918 5,001
Additional paid-in capital 16,649 29,863
Retained earnings 279,161 251,831
Cumulative translation adjustment (3,460) (1,349)
Unearned stock grant compensation (943) (1,404)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 296,325 283,942
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $533,746 $484,342
======== ========
The accompanying notes are an integral part of these balance sheets.
-19-
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Consolidated Statements of Shareholders' Equity
In Thousands Common Additional Retained Cumulative Unearned Total
Stock Paid-In Earnings Translation Stock Grant Shareholders
Capital Adjustment Compensation Equity
BALANCE JUNE 1, 1991 $5,106 $38,382 $269,963 $1,679 $ (348) $314,782
Net loss -- -- (14,145) -- -- (14,145)
Cash dividends ($.52 per share) -- -- (13,070) -- -- (13,070)
Exercise of stock options 10 458 -- -- -- 468
Common stock issued pursuant
to employee stock purchase plan 29 2,090 -- -- -- 2,119
Repurchase and retirement of
583,671 shares of common stock (118) (10,327) -- -- -- (10,445)
Stock grants earned -- -- -- -- 234 234
Stock grants issued 3 299 -- -- (302) --
Current year translation adjustment -- -- -- 139 -- 139
------ ------- -------- ------ ------- --------
BALANCE MAY 30, 1992 $5,030 $30,902 $242,748 $1,818 $ (416) $280,082
Net income -- -- 22,054 -- -- 22,054
Cash dividends ($.52 per share) -- -- (12,971) -- -- (12,971)
Exercise of stock options 36 3,642 -- -- -- 3,678
Common stock issued pursuant
to employee stock purchase plan 25 2,014 -- -- -- 2,039
Repurchase and retirement of
528,700 shares of common stock (106) (8,049) -- -- -- (8,155)
Stock grants earned -- -- -- -- 382 382
Stock grants issued 16 1,354 -- -- (1,370) --
Current year translation adjustment -- -- -- (3,167) -- (3,167)
------ ------- -------- ------ ------- --------
BALANCE MAY 29, 1993 $5,001 $29,863 $251,831 $ (1,349) $(1,404) $283,942
Net income -- -- 40,373 -- -- 40,373
Cash dividends ($.52 per share) -- -- (13,043) -- -- (13,043)
Exercise of stock options 85 9,770 -- -- -- 9,855
Common stock issued pursuant
to employee stock purchase plan 18 2,193 -- -- -- 2,211
Repurchase and retirement of
928,800 shares of common stock (186) (25,177) -- -- -- (25,363)
Stock grants earned -- -- -- -- 461 461
Current year translation adjustment -- -- -- (2,111) -- (2,111)
------ ------- -------- ------ ------- --------
BALANCE MAY 28, 1994 $4,918 $16,649 $279,161 $ (3,460) $ (943) $296,325
------ ------- -------- ------ ------- --------
The accompanying notes are an integral part of these statements.
-20-
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consolidated Statements of Cash Flows
May 28, 1994; May 29, 1993; and May 30, 1992 1994 1993 1992
---- ---- ----
In Thousands
Cash Flows from Operating Activities:
Net Income (Loss) $40,373 $22,054 $ (14,145)
------ ------ -------
Adjustments to reconcile net income (loss)
to net cash provided by operating activities 29,391 60,534 91,145
------ ------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 69,764 82,588 77,000
------ ------ ------
Cash Flows from Investing Activities:
Notes receivable repayments 360,047 323,983 289,818
Notes receivable issued (367,366) (330,789) (290,826)
Property and equipment additions (40,347) (43,387) (32,024)
Proceeds from sales of property and equipment 212 114 1,769
Net cash paid for acquisition (7,744) -- --
Other, net (4,002) (2,501) 901
------ ------ -------
NET CASH USED FOR INVESTING ACTIVITIES (59,200) (52,580) (30,362)
------ ------ -------
Cash Flows from Financing Activities:
Increase (decrease) in short-term debt 24,090 (3,826) 9,511
Long-term debt borrowings -- 28 20,000
Long-term debt repayments (260) (10,345) (52,138)
Dividends paid (13,098) (13,002) (13,113)
Common stock issued 12,066 5,717 2,587
Common stock repurchased and retired (25,363) (8,155) (10,445)
Capital lease obligation repayments (276) (280) (324)
------ ------ -------
NET CASH USED FOR FINANCING ACTIVITIES (2,841) (29,863) (43,922)
------ ------ -------
Effect of Exchange Rate Changes
on Cash and Cash Equivalents (1,553) (563) (1,136)
Net Increase (Decrease) in Cash and Cash Equivalents 6,170 (418) 1,580
------ ------ -------
Cash and Cash Equivalents, Beginning of Year 16,531 16,949 15,369
------ ------ -------
CASH AND CASH EQUIVALENTS, END OF YEAR $22,701 $16,531 $ 16,949
------ ------ ------
The accompanying notes are an integral part of these statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
The following is a summary of significant accounting and reporting policies not
reflected elsewhere in the accompanying financial statements.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements
include the accounts of Herman Miller, Inc., and its wholly owned domestic and
foreign subsidiaries (the "company"). All significant intercompany accounts and
transactions have been eliminated.
DESCRIPTION OF BUSINESS The company is engaged in the design,
manufacture, and sale of furniture and furniture systems for offices, and, to a
lesser extent, for health-care facilities. The company's products primarily are
sold to or through independent contract office furniture dealers. Accordingly,
accounts and notes receivable in the accompanying balance sheets principally
are amounts due from the company's dealers.
FISCAL YEAR The company's fiscal year ends on the Saturday closest to
May 31. The years ended May 28, 1994, May 29, 1993, and May 30, 1992, each
contain 52 weeks.
FOREIGN CURRENCY TRANSLATION In accordance with Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation," all
balance sheet items are translated at the current rate as of the end of the
accounting period, and statement of operations items are translated at average
currency exchange rates. The resulting translation adjustment is recorded as a
separate component of shareholders' equity.
CASH EQUIVALENTS The company invests in certain debt and equity
securities as part of its cash management function. Due to the relative
short-term maturities and high liquidity of these securities, they are included
in the accompanying consolidated balance sheets as cash equivalents at market
value and total $7.4 million and $4.8 million as of May 28, 1994, and May 29,
1993, respectively. All cash and cash equivalents are high-credit quality
financial instruments, and the amount of credit exposure to any one financial
institution or instrument is limited.
During fiscal 1994, the company adopted the provisions of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Under the provision of this statement, the
company's cash equivalents are considered "available for sale." As of May 28,
1994, the market value approximated the securities' cost.
PROPERTY, EQUIPMENT, AND DEPRECIATION Property and equipment are
stated at cost. The cost is depreciated over the estimated useful lives of the
assets using the straight-line method. The average useful lives of the assets
are 32 years for buildings and 7 years for all other property and equipment.
NOTES RECEIVABLE The notes receivable are from certain independent
contract office furniture dealers. The notes are collateralized by the assets
of the dealers and bear interest based on the prevailing prime rate. Interest
income, net of abatements, relating to these notes was $2.7, $2.3, and $2.7
million in 1994, 1993, and 1992, respectively. No interest abatements were
granted in 1994 or 1993. Interest abatements of $1.1 million were granted in
1992 to certain dealerships that were start-up operations in order to
facilitate their long-term financial viability.
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23
In May 1993, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 114, "Accounting by Creditors for
Impairment of a Loan," (SFAS No. 114). The company is required to adopt this
statement as of the beginning of fiscal 1996. This statement requires that the
recorded investment in certain impaired loans (as defined by the statement) be
adjusted by means of a valuation allowance to reflect a net carrying value.
When adopted, the provisions of SFAS No. 114 are not expected to have a
material effect on the company's financial condition or results of operations.
INTANGIBLE ASSETS Intangible assets included in other assets, consist
mainly of patents and other acquired intangibles, and are carried at cost less
applicable amortization of $2.2 and $1.6 million in 1994 and 1993,
respectively. These assets are amortized using the straight-line method over
periods of 5 to 10 years. The company continuously evaluates the realizability
of its intangible assets using various methodologies and adjusts their carrying
value if necessary. Such adjustments were not significant in 1994, 1993, and
1992.
SELF INSURANCE The company is partially self insured for general
liability, workers' compensation, and certain employee health benefits. The
general and workers' compensation liabilities are managed through a wholly
owned insurance captive, the results of which are included in the accompanying
statements of operations. The company's policy is to accrue amounts equal to
the actuarially determined liabilities.
RESEARCH, DEVELOPMENT, ADVERTISING, AND OTHER RELATED COSTS Research,
development, advertising materials, pre-production and start-up costs are
expensed as incurred. Research and development costs included in "Design and
research" expense in the accompanying statements of operations were $26.7,
$22.4, and $20.3 million in 1994, 1993, and 1992, respectively.
RESTRUCTURING CHARGES In 1992, the company recorded a $25.0 million
charge as a result of the refocusing of its facility and product strategies and
simplifying of its work processes. The restructuring charge included in the
accompanying 1992 statement of operations includes leasehold abandonments and
facility closings, product discontinuance and production relocation charges, a
corporate reorganization reserve, and an early retirement incentive. (See
Management's Discussion and Analysis for further detail.)
EXTRAORDINARY LOSS In 1992, the company incurred a $4.2 million
prepayment penalty on the complete early extinguishment of a $50.0 million,
10.15 percent per annum, unsecured note payable to a large insurance company.
The note balance was $42.9 million, with principal payments of $7.1 million,
payable annually beginning October 1991. The remaining balance was due in
October 1997. The penalty of $2.7 million, net of applicable income taxes, was
recorded as an extraordinary loss in the accompanying 1992 statement of
operations.
INCOME TAXES The company has utilized a liability based method for
all periods presented which requires recognition of deferred tax assets and
liabilities for the expected future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using the enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to reverse.
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ACQUISITIONS
The company purchased Herman Miller Righetti S.A. de C.V. of Mexico
("Righetti") on February 9, 1994, for approximately $8.5 million. Righetti has
been the company's joint-venture partner in Mexico since 1981, and is the
largest international office furniture company operating in Mexico. Upon
acquisition, Righetti was re-incorporated as Herman Miller Mexico, Inc.
("Mexico").
The acquisition has been accounted for as a purchase, and accordingly,
the purchase price has been allocated to the assets acquired and liabilities
assumed based on the estimated fair values at the effective date of the
acquisition (January 1, 1994). The cost of the acquisition in excess of net
tangible assets acquired was $5.5 million and has been recorded as goodwill.
The results of operations of Mexico are included in the company's consolidated
financial statements from the effective date of the acquisition. Consolidated
operating results would not have differed materially from the amounts reported
if the acquisition was assumed to have occurred at the beginning of fiscal
1992.
In addition, as part of the acquisition, the company entered into
non-competition agreements with the former shareholders of Righetti.
Approximately $7.3 million of the purchase price was allocated to these
agreements. These agreements expire five years from the effective date of the
acquisition.
INVENTORIES
In Thousands 1994 1993
---- ----
Finished products $20,299 $18,923
Work in process 6,183 6,692
Raw materials 33,331 30,423
------ ------
$59,813 $56,038
------ ------
Inventories are valued at the lower of cost or market and include
material, labor, and overhead. The inventories of Herman Miller, Inc., are
valued using the last-in, first-out (LIFO) method. The inventories of the
company's subsidiaries are valued using the first-in, first-out method.
Inventories valued using the LIFO method amounted to $39.2 and $38.7 million at
May 28, 1994, and May 29, 1993, respectively.
If all inventories had been valued using the first-in, first-out
method, inventories would have been $18.5 and $17.0 million higher than
reported at May 28, 1994, and May 29, 1993, respectively. The LIFO method
decreased net income by $.9 million ($.04 per share) in 1994, had no effect on
net income in 1993, and increased net income by $1.3 million ($.05 per share)
in 1992.
PREPAID EXPENSES AND OTHER
In Thousands 1994 1993
---- ----
Current deferred income taxes $10,777 $13,292
Other 13,813 10,491
------ ------
$24,590 $23,783
------ ------
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25
ACCRUED LIABILITIES
In Thousands 1994 1993
---- ----
Compensation and employee benefits $24,770 $25,172
Restructuring reserves 7,272 10,375
Other taxes 8,532 8,644
Other 45,613 43,265
------ ------
$86,187 $87,456
------ ------
OTHER LIABILITIES
In Thousands 1994 1993
---- ----
Postretirement benefits $16,172 $14,867
Other 19,105 12,134
------ ------
$35,277 $27,001
------ ------
NOTES PAYABLE
Outstanding short-term borrowings are shown below:
In Thousands 1994 1993
---- ----
United States dollar $24,300 $12,000
Other currencies 24,611 6,234
------ -------
$48,911 $18,234
------ ------
The following information relates to short-term borrowings in 1994:
Domestic Foreign
Weighted average interest rate at May 28, 1994 4.6% 8.1%
Weighted average interest rate during 1994 3.7% 7.8%
Unused short-term credit lines $5,000 --
In addition to the company's formal short-term credit lines shown
above, the company has available informal lines of credit totalling $130.0
million.
LONG-TERM DEBT
In Thousands 1994 1993
---- ----
Unsecured revolving credit loan $20,000 $20,000
Other 1,106 1,643
------- --------
$21,106 $21,643
Less--current portion 506 515
------- --------
$20,600 $21,128
------- --------
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The unsecured revolving credit loan provides for a $20.0 million line
of credit which matures on October 31, 1995. Outstanding borrowings bear
interest, at the option of the company, at rates based on the prime rate,
certificates of deposit, LIBOR, or negotiated rates. The company borrowed at a
negotiated rate of 4.66 percent and 3.5 percent as of May 28, 1994 and May 29,
1993, respectively. Interest is payable periodically throughout the period a
borrowing is outstanding.
Provisions of the unsecured revolving credit loan limit, without prior
consent, borrowings, long-term leases, sale of certain assets, and acquisitions
of the company's stock. In addition, the company has agreed to maintain
specified levels of working capital and certain financial performance ratios.
At May 28, 1994, the company was in compliance with all these provisions.
Annual maturities of long-term debt for the five years subsequent to
May 28, 1994, (in millions) are as follows: 1995--$.5; 1996--$20.5; 1997--$.1;
1998 and thereafter--none.
OPERATING LEASES
The company leases real property and equipment under agreements which expire on
various dates. Certain leases contain renewal provisions and generally require
the company to pay utilities, insurance, taxes, and other operating expenses.
Future minimum rental payments (in millions) required under operating
leases that have initial or remaining noncancellable lease terms in excess of
one year as of May 28, 1994, are as follows: 1995--$17.6; 1996--$14.5;
1997--$10.8; 1998--$6.5; 1999--$5.3; thereafter--$26.2.
Total rental expense charged to operations was $18.3, $18.1, and $26.2
million in 1994, 1993, and 1992, respectively. Substantially all such rental
expense represented the minimum rental payments under operating leases. The
1992 rental expense includes $5.5 million of leasehold abandonment charges
which are included in the restructuring charges in the accompanying statement
of operations.
EMPLOYEE BENEFIT PLANS
The company maintains plans which provide retirement benefits for substantially
all employees.
PENSION PLANS The principal domestic plan is a noncontributory
defined benefit pension plan. Benefits under this plan are based upon an
employee's years of service and the average earnings for the five highest
consecutive years of service during the ten years immediately preceding
retirement. Domestically, the company's policy is to fund its plan to the
maximum amount currently deductible for federal income tax purposes which
equals or exceeds the minimum amount required by the Employee Retirement Income
Security Act.
One of Herman Miller, Inc.'s wholly owned foreign subsidiaries has a
defined benefit pension plan which is similar to the principal domestic plan.
This plan is included in the information presented below.
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27
Net pension cost included the following components:
In Thousands 1994 1993 1992
---- ---- ----
Service cost--benefits earned during the year $7,223 $6,065 $5,448
Interest cost on projected benefit obligation 8,074 7,061 6,289
Return on assets:
Actual (4,417) (5,109) (6,959)
Deferred loss (2,631) (2,392) (592)
Net amortization (170) (519) (513)
Cost of early retirement incentive program -- 449 1,057
------ ------ ------
Net pension cost $8,079 $5,555 $4,730
------ ------ ------
The following table presents a reconciliation of the funded status of
the plans and the amount recorded in the accompanying balance sheets:
In Thousands 1994 1993
---- ----
Plan assets at fair market value $ 96,421 $ 91,231
Actuarial present value of benefit obligations:
Vested benefits (76,220) (64,286)
Nonvested benefits (2,028) (1,895)
-------- --------
Accumulated benefit obligation (78,248) (66,181)
Effect of projected future salary increases (41,098) (32,383)
--------- -------
Projected benefit obligation (119,346) (98,564)
-------- -------
Unrecognized net asset from date of adoption of SFAS No. 87 (4,122) (4,644)
Unrecognized net loss from past experience different from that
assumed and changes in assumptions 18,793 5,980
Unrecognized prior service cost (1,091) 295
------ -------
Accrued pension cost included in accrued and other liabilities $ (9,345) $ (5,702)
------ ------
The assumptions used in the determination of net pension cost were as
follows:
1994 1993 1992
---- ---- ----
Discount rate 7.50% 8.00% 8.25%
Rate of salary progression 5.00% 5.00% 5.00%
Long-term rate of return on assets 7.50% 9.00% 9.50%
Plan assets consist primarily of listed common stocks, mutual funds,
and corporate obligations. Plan assets at May 28, 1994, and May 29, 1993,
included 327,672 shares of Herman Miller, Inc., common stock.
In connection with the 1992 restructuring, the company offered an
early retirement incentive program to eligible participants. The results of
this program are reflected in the net cost and funded status of the pension
plan and postretirement benefits.
PROFIT SHARING PLAN Herman Miller, Inc., and three of its
subsidiaries have a trusteed profit sharing plan that covers substantially all
employees who have completed one year of employment. The plan provides for
discretionary contributions (payable in the company's common stock) of not more
than 6.0 percent of pretax income of the participating companies, or such other
lesser amounts as may be established by the board of directors. The cost of the
plan charged against operations was $2.9, $2.2, and $1.5 million in 1994, 1993,
and 1992, respectively.
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28
POSTRETIREMENT BENEFITS In addition to providing pension and
profit-sharing benefits, the company provides health-care and life insurance
benefits for certain retired employees. In May 1992, the company made
significant changes to its retiree medical plan. Among these changes was the
establishment of plan cost maximums in order to more effectively control future
medical costs.
During the fourth quarter of 1992, the company adopted Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," (SFAS No. 106) retroactive to
June 2, 1991. This statement requires the accrual of the cost of providing
postretirement benefits for health-care and life insurance coverage over the
active service period of the employee. The company elected to recognize
immediately the accumulated liability which totalled $12.6 million as of June
2, 1991. The adoption of SFAS No. 106 increased 1992 expense by $1.1 million,
or $.01 per share per quarter. Prior to 1992, the company recognized retiree
health-care and life insurance costs in the year the benefits were paid.
The components of net postretirement benefit cost were as follows:
In Thousands 1994 1993 1992
---- ---- ----
Service cost $ 868 $ 724 $ 704
Interest cost on accumulated benefit obligation 1,192 1,192 1,017
Cost of early retirement program -- 800 --
Amortization of prior service cost (25) -- --
------- ------- -------
Net postretirement benefit cost $ 2,035 $ 2,716 $ 1,721
------- ------- -------
The following table presents the plan's funded status reconciled with
amounts recognized in the accompanying balance sheets:
In Thousands 1994 1993
---- ----
Accumulated postretirement benefit obligation:
Retirees $ (7,194) $ (8,090)
Fully eligible active plan participants (53) (31)
Other active plan participants (9,497) (8,353)
Unrecognized prior service cost (1,326) --
Unrecognized net loss 1,098 788
-------- ---------
Accrued postretirement benefit obligation $(16,972) $(15,686)
--------- --------
The accumulated postretirement benefit obligation was computed using
an assumed discount rate of 7.5 and 8.0 percent for May 28, 1994, and May 29,
1993, respectively.
The weighted average annual assumed rate of increase in the per capita
cost of covered benefits (i.e., health care cost trend rate) is 10 percent for
1995 and is assumed to decrease gradually to 6 percent for 2001 and remain at
that level thereafter. A 1 percent increase in this annual trend rate would
have increased the accumulated postretirement benefit obligation at May 28,
1994, by $.6 million, with an immaterial effect on 1994 postretirement benefit
cost.
POSTEMPLOYEEMENT BENEFITS The company provides certain postemployment
benefits to former or inactive employees and their dependents during the time
period following employment but before retirement. In May 1994, the company
adopted Statement of Financial Accounting Standards No. 112, "Employers
Accounting for Postemployment Benefits" (SFAS No. 112). Prior to 1994, certain
postemployment
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29
benefit expenses were recognized as they were paid. This statement requires
recognition of these liabilities if they are attributable to employees' service
already rendered. The cumulative net effect of adopting SFAS No. 112 was not
material to the 1994 results of operations, since the company was, prior to
1994, accounting for substantially all of these costs in accordance with the
statement.
STOCK OPTION PLANS
The company has stock option plans under which options are granted to employees
and nonemployee officers and directors at a price not less than the market
price of the company's common stock on the date of grant. All options become
exercisable one year from date of grant and expire ten years from date of
grant. No charges to operations are recorded with respect to authorization,
grant, or exercise of these stock options. At May 28, 1994, there were 223
employees and 11 nonemployee officers and directors eligible, all of whom were
participants in the plans. At May 28, 1994, there were 292,020 shares available
for future options.
A summary of the stock option transactions is as follows:
Number of Exercise Price Weighted Average
Shares Per Share Range Price Per Share
Outstanding at June 1, 1991 1,467,180 $6.33-29.43 $21.44
Granted 15,000 19.50 19.50
Exercised (46,249) 6.33-20.63 8.54
Terminated (51,850) 19.88-26.75 22.41
----------- ------------ -----
Outstanding at May 30, 1992 1,384,081 $11.04-29.43 $21.82
Granted 255,940 15.88-22.25 18.75
Exercised (191,980) 11.04-22.50 19.19
Terminated (132,700) 18.63-29.43 22.94
----------- ------------ ------
Outstanding at May 29, 1993 1,315,341 $15.88-26.75 $21.50
Granted 269,740 26.88-34.63 27.35
Exercised (458,406) 16.00-26.75 21.24
Terminated (7,000) 18.63-26.88 26.21
---------- ------------ ------
Outstanding at May 28, 1994 1,119,675 $15.88-34.63 $22.98
---------- ------------ ------
Exercisable at May 28, 1994 851,785 $15.88-26.75 $21.61
---------- ------------ ------
EMPLOYEE STOCK PURCHASE PLAN
Under the terms of the company's 1987 Employee Stock Purchase Plan, 1.1 million
shares of authorized common stock were reserved for purchase by plan
participants at 85 percent of the market price. At May 28, 1994, 224,697 shares
remained available for purchase through the plan, and there were 5,028
employees eligible to participate in the plan, of which 1,341, or 26.7 percent,
were participants. Employees purchased 90,470 shares, at prices ranging from
$21.15 to $29.43, during the year. Total receipts to the company were $2.2
million. Since the inception of the employee stock purchase program in 1977,
employees have purchased a total of 1,835,914 shares at prices ranging from
$1.90 to $29.43. Since the plan is noncompensatory, no charges to operations
have been recorded.
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RESTRICTED STOCK GRANTS
The company has granted restricted common shares to certain key employees.
Shares were awarded in the name of the employee, who has all rights of a
shareholder, subject to certain restrictions on transferability and a risk of
forfeiture. The forfeiture provisions on the awards expire annually, over a
period not to exceed six years, as certain financial goals are achieved. During
fiscal 1994, the forfeiture provisions expired on 26,100 shares. No shares were
granted or forfeited during the year. As of May 28, 1994, 53,400 shares
remained subject to forfeiture provisions and 93,000 shares remained subject to
restrictions on transferability.
The remaining shares subject to forfeiture provisions have been
recorded as unearned stock grant compensation and are presented as a separate
component of shareholders' equity. The unearned compensation is being charged
to selling, general, and administrative expense over the five-year vesting
period and was $.5, $.4, and $.2 million in 1994, 1993, and 1992, respectively.
INCOME TAXES
The domestic and foreign components of income (loss) before income taxes,
extraordinary loss, and cumulative effect of change in accounting principle
were as follows:
In Thousands 1994 1993 1992
---- ---- ----
Domestic $71,150 $55,195 $11,326
Foreign (7,677) (12,841) (12,314)
------- ------- -----------
$63,473 $42,354 $ (988)
------- ------- -----------
The provision for income taxes before the tax effect of extraordinary
loss and cumulative effect of change in accounting principle consisted of the
following:
In Thousands 1994 1993 1992
---- ---- ----
Current: Domestic--Federal $24,780 $18,647 $16,930
Domestic--State 1,213 474 2,158
Foreign (1,338) (1,983) (2,495)
------ ------ ------
$24,655 $17,138 $16,593
------ ------ ------
Deferred: Domestic--Federal (1,097) 1,999 (11,398)
Domestic--State 187 1,193 (1,923)
Foreign (645) (30) (772)
------ ------ ------
(1,555) 3,162 (14,093)
------ ------ ------
$23,100 $20,300 $ 2,500
------ ------ ------
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31
A reconciliation of income taxes at the United States statutory rate
with the effective tax rate before extraordinary loss and cumulative effect of
change in accounting principle follows:
In Thousands 1994 1993 1992
---- ---- ----
Income taxes computed at the United States
statutory rate of 35% in 1994, and 34%
in 1993 and 1992 $22,216 $14,400 $(336)
Increase (decrease) in taxes resulting from:
State taxes--net 910 1,110 58
Foreign net operating losses 586 4,282 --
Other nondeductible reserves -- -- 1,190
Rate differences--foreign operations -- -- 667
Nondeductible capital losses -- -- 510
Other (612) 508 411
------- ------- ------
$23,100 $20,300 $2,500
------- ------- ------
The tax effects and types of temporary differences that give rise to
significant components of the deferred tax assets and liabilities at May 28,
1994 and May 29, 1993, are presented below:
In Thousands 1994 1993
---- ----
Deferred tax assets:
Foreign net operating loss carryforwards $ 15,991 $ 13,718
Compensation related accruals 6,946 4,837
Accrued postretirement benefit obligation 5,940 5,361
Long-term capital loss carryforwards 5,497 5,347
Insurance accruals 3,065 1,806
Reserve for uncollectible accounts and notes receivable 2,712 3,106
Restructuring charge accruals 2,401 4,560
Other 9,748 8,014
Valuation allowance (21,488) (19,065)
--------- --------
$30,812 $ 27,684
--------- --------
Deferred tax liabilities:
Excess of tax over book depreciation $ (17,022) $(15,250)
Prepaid employee benefits (2,584) (2,391)
Other (3,771) (4,163)
--------- --------
$ (23,377) $(21,804)
--------- --------
The deferred tax credit component of the provision in 1992 resulted
primarily from restructuring reserves.
As a result of restructuring charges incurred in fiscal 1992 and 1991,
the company has long-term capital loss carryforwards, the tax benefit of which
is approximately $5.5 million after tax at May 28, 1994, which expire at
various dates through 1996. In addition, the company had foreign net operating
loss carryforwards, the tax benefit of which is approximately $16.0 million,
which have an unlimited expiration. For financial statement purposes, the tax
benefit of these tax loss carryforwards has been recognized as a deferred tax
asset, subject to a valuation allowance of 100 percent.
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32
The company has not provided for United States income taxes on
undistributed earnings of foreign subsidiaries totalling $20.4 million.
Recording of deferred income taxes on these undistributed earnings is not
required as these earnings have been permanently reinvested. These amounts
would be subject to possible U.S. taxation only if remitted as dividends. The
determination of the hypothetical amount of unrecognized deferred U.S. taxes on
undistributed earnings of foreign entities is not practicable.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of the company's financial instruments included in current
assets and current liabilities approximate their fair value due to their
short-term nature. The fair value of the notes receivable is estimated by
discounting expected future cash flows using current interest rates at which
similar loans would be made to borrowers with similar credit ratings and
remaining maturities. As of May 28, 1994 and May 29, 1993, the fair value of
the notes receivable approximated the carrying value. The company intends to
hold these notes to maturity and has recorded allowances to reflect the terms
negotiated for carrying value purposes. The company's long-term debt reprices
frequently at the then-prevailing market interest rates. As of May 28, 1994 and
May 29, 1993, the carrying value approximated the fair value of the company's
long-term debt.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
At May 28, 1994 and May 29, 1993, the company had outstanding $8.5 million and
$8.0 million, respectively, of financial instruments to purchase and sell
foreign currencies, consisting primarily of forward exchange contracts. The
exposure to credit risk is minimal since the counterparties are major financial
institutions. The market risk exposure is essentially limited to currency rate
movements. The gains or losses arising from these financial instruments are
applied to offset exchange gains or losses on related hedged exposures.
Realized and unrealized gains or losses in 1994 and 1993, were not material to
the company's results of operations.
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33
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The components of the adjustments to reconcile net income (loss) to net cash
provided by operating activities:
In Thousands 1994 1993 1992
---- ---- ----
Depreciation and amortization $ 33,207 $ 31,600 $ 30,473
Restructuring charges -- -- 24,970
Provision for losses on accounts and
notes receivable 3,481 7,492 11,588
Loss on sales of property and equipment 1,832 3,350 392
Deferred taxes (1,555) 3,162 (12,297)
Other liabilities 8,258 3,928 19,285
Stock grants earned 461 382 234
Changes in current assets and liabilities:
Decrease (increase) in assets:
Accounts receivable (7,151) (4,240) 4,754
Inventories (3,671) 3,074 9,115
Prepaid expenses and other (3,352) (845) (4,169)
Increase (decrease) in liabilities:
Accounts payable 1,123 2,073 2,558
Accrued liabilities (3,242) 10,558 4,242
------ ------ -----
(16,293) 10,620 16,500
------- ------ ------
Total adjustments $29,391 $ 60,534 $ 91,145
------ ------ ------
Cash payments for interest and income taxes were as follows:
In Thousands 1994 1993 1992
---- ---- ----
Interest paid $ 1,799 $ 2,339 $ 6,596
Income taxes paid 25,784 11,944 12,428
PER SHARE INFORMATION
Earnings per share of common stock have been computed using the weighted
average number of outstanding common shares and common share equivalents to the
extent they are dilutive during each of the three years in the period ended May
28, 1994 (25,254,743 in 1994; 24,992,600 in 1993; and 25,162,973 in 1992).
CONTINGENCIES
On January 7, 1992, Haworth, Inc., filed a lawsuit in the U.S. District Court
for the Northern District of Georgia (Atlanta Division), against Herman Miller,
Inc., alleging that the electrical systems used in certain of the company's
products infringe one or more of Haworth's patents. On December 9, 1992, the
company's motion for change of venue was granted, and the lawsuit was
transferred to the U.S. District Court for the Western District of Michigan
(Southern Division).
The litigation is considered to be in an intermediate stage, and the
company is defending its position vigorously. The company has requested a jury
trial, which has been tentatively set for August 1995 by the court. The patents
that are the source of controversy expire on or before December 1, 1994. Since
1991, the company has sold a system of enhanced electrical components on the
majority of its product lines, both by
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34
number and dollar volume. Haworth has admitted the enhanced electrical
components do not infringe the patents in suit. If Haworth were to
be successful on its claims, the statute of limitation would bar recovery
of any damages arising prior to January 1986.
In November 1985, Haworth filed a lawsuit against Steelcase, Inc., the
industry's leader in market share, alleging violations of the same patents, and
thus far has prevailed on the issue of liability. The litigation between
Haworth and Steelcase currently is continuing on the issue of damages. The
company's defenses are substantially different from those relied upon by
Steelcase.
The company believes, based upon written opinion of counsel, that its
products do not infringe Haworth's patents and that the company is more likely
than not to prevail on the merits, although, as with all litigation, there can
be no absolute assurance of success. At this time, management does not expect
the ultimate resolution of this matter to have a material adverse effect on the
company's consolidated financial position. However, the outcome of this matter
is not subject to prediction with certainty.
SEGMENT INFORMATION
The company operates on a worldwide basis in a single industry consisting of
the design, manufacture, and sale of office furniture systems, products, and
related services. The following information is presented with respect to the
company's operations in different geographic areas for the fiscal years ended
May 28, 1994, May 29, 1993, and May 30, 1992. Transfers between geographic
areas represent the selling price of sales to affiliates, which is generally
based on cost plus a mark-up. Net income of foreign operations and export
includes royalty income from licensee sales and reflects the gain or loss on
foreign currency exchange. The cash and cash equivalents accounts of the
company are considered to be corporate assets. All other assets have been
identified with domestic or foreign operations. No single customer accounted
for more than 10 percent of consolidated net sales.
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35
In Thousands
Foreign Adjustments
Operations and
United States and Export Eliminations Consolidated
------------- ---------- ------------ ------------
1994
Sales to unaffiliated customers $812,158 $141,042 $ -- $953,200
Transfers between geographic areas 35,579 5,711 (41,290) --
-------- -------- ----------- --------
Net sales $847,737 $146,753 $ (41,290) $953,200
-------- -------- ----------- --------
Net income (loss) $ 42,374 $ (2,001) $ -- $ 40,373
-------- -------- ----------- --------
Identifiable assets $454,210 $ 56,835 $ -- $511,045
-------- -------- ----------- --------
Corporate assets 22,701
--------
Total assets $533,746
--------
1993
Sales to unaffiliated customers $734,159 $121,514 $ -- $855,673
Transfers between geographic areas 29,381 7,165 (36,546) --
-------- -------- ----------- --------
Net sales $763,540 $128,679 $ (36,546) $855,673
-------- -------- ----------- --------
Net income (loss) $ 30,687 $ (8,633) $ -- $ 22,054
-------- -------- ----------- --------
Identifiable assets $432,650 $ 35,161 $ -- $467,811
-------- -------- ----------- --------
Corporate assets 16,531
--------
Total assets $484,342
--------
1992
Sales to unaffiliated customers $680,712 $123,963 $ -- $804,675
Transfers between geographic areas 31,750 14,749 (46,499) --
-------- -------- ----------- --------
Net sales $712,462 138,712 $ (46,499) $804,675
-------- -------- ----------- --------
Net income (loss)(1) $ 2,992 $ (6,480) $ -- $ (3,488)
-------- -------- ----------- --------
Identifiable assets $415,323 $ 38,996 $ -- $454,319
-------- -------- ----------- --------
Corporate assets 16,949
--------
Total assets $471,268
--------
(1) Excludes $16.8 million of pretax charges including $12.6 million cumulative
effect from a change in accounting principle and $4.2 million extraordinary
loss from the early extinguishment of debt. These charges decreased net income
by $10.7 million.
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36
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Herman Miller, Inc.:
We have audited the accompanying consolidated balance sheets of Herman Miller,
Inc. (a Michigan corporation) and subsidiaries as of May 28, 1994, and May 29,
1993, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended May 28,
1994. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Herman Miller,
Inc., and subsidiaries as of May 28, 1994, and May 29, 1993, and the results of
their operations and their cash flows for each of the three years in the period
ended May 28, 1994, in conformity with generally accepted accounting
principles.
As explained in the notes to the consolidated financial statements,
Employee Benefit Plans, in fiscal 1992, the company changed its method of
accounting for postretirement benefits to adopt the provisions of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions."
Arthur Andersen & Co.
Grand Rapids, Michigan
June 24, 1994
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37
MANAGEMENT'S REPORT ON FINANCIAL STATEMENTS
The financial statements of Herman Miller, Inc., and subsidiaries were prepared
by and are the responsibility of management. The statements have been prepared
in conformity with generally accepted accounting principles appropriate in the
circumstances and include amounts that are based on management's best estimates
and judgments.
The company maintains systems of internal accounting controls designed
to provide reasonable assurance that all transactions are properly recorded in
the company's books and records, that policies and procedures are adhered to,
and that assets are protected from unauthorized use. The systems of internal
accounting controls are supported by written policies and guidelines and are
complemented by a staff of internal auditors and by the selection, training,
and development of professional financial managers.
The financial statements have been audited by the independent public
accounting firm Arthur Andersen & Co., whose appointment is ratified annually
by shareholders at the annual shareholders meeting. The independent public
accountants conduct a review of internal accounting controls to the extent
required by generally accepted auditing standards and perform such tests and
related procedures as they deem necessary to arrive at an opinion on the
fairness of the financial statements.
The Finance and Audit Committee of the Board of Directors, composed
solely of directors from outside the company, regularly meets with the
independent public accountants, management, and the internal auditors to
satisfy itself that they are properly discharging their responsibilities. The
independent public accountants have unrestricted access to the Finance and
Audit Committee, without management present, to discuss the results of their
audit and the quality of financial reporting and internal accounting control.
J. Kermit Campbell President and Chief Executive Officer
James H. Bloem Vice President, Chief Financial Officer, and Treasurer
June 24, 1994
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38
Item 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No changes in, or disagreements with, accountants referenced in Item 304 of
Regulation S-K occurred during the 24-month period ended May 28, 1994.
PART III
Item 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of Registrant
Information relating to directors and director nominees of the registrant is
contained under the caption "Director and Executive Officer Information," in
the company's definitive Proxy Statement, dated August 22, 1994, relating to
the company's 1994 Annual Meeting of Shareholders and the information within
that section is incorporated by reference. Information relating to Executive
Officers of the company is included in Part I hereof entitled "Executive
Officers of the Registrant." Information relating to delinquent filers pursuant
to Item 405 of Regulation S-K is contained under the caption "Miscellaneous" in
the company's definitive Proxy Statement dated August 22, 1994.
There are no family relationships between or among the above-named executive
officers. There are no arrangements or understandings between any of the
above-named officers pursuant to which any of them was named an officer.
Except as discussed in this paragraph, each of the named officers has served
the company in an executive capacity for more than five years. Prior to
joining the company, Mr. Campbell and Mr. Broser were vice presidents of Dow
Corning Corporation.
Item 11 EXECUTIVE COMPENSATION
Information relating to management remuneration is contained under the tables
and discussions on pages 6-8 in the company's definitive Proxy Statement, dated
August 22, 1994, relating to the company's 1994 Annual Meeting of Shareholders,
and the information within those sections is incorporated by reference.
Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The sections entitled "Voting Securities and Principal Shareholders" and
"Director and Executive Officer Information" in the definitive Proxy Statement,
dated August 22, 1994, relating to the company's 1994 Annual Meeting of
Shareholders and the information within those sections is incorporated by
reference.
Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions contained
under the captions "Director and Executive Officer Information" and
"Compensation of Board Members and Non-Employee Officers" in the definitive
Proxy Statement, dated August 22, 1994, relating to the company's 1994 Annual
Meeting of Shareholders is incorporated by reference.
-38-
39
PART IV
Item 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements of the company are
included in this Form 10-K on the pages noted:
Page Number in
the Form 10-K
-------------
Consolidated Statements of Operations 18
Consolidated Balance Sheets 19
Consolidated Statements of Shareholders' Equity 20
Consolidated Statements of Cash Flows 21
Notes to Consolidated Financial Statements 22-35
Report of Independent Public Accountants 36
Management's Report on Financial Statements 37
(a) 2. Financial Statement Schedules
The following financial statement schedules and related Report of
Independent Public Accountants on Financial Statement Schedules are
included in this Form 10-K on the pages noted:
Page Number in
this Form 10-K
--------------
Report of Independent Public Accountants
on Financial Statement Schedules 41
Consent of Independent Public Accountants 42
Schedule V- Property and Equipment for
Years Ended May 28, 1994,
May 29, 1993, and May 30, 1992 44
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40
Page Number in
this Form 10-K
--------------
Schedule VI- Accumulated Depreciation
and Amortization of
Property and Equipment
for the Years Ended May
28, 1994; May 29, 1993;
and May 30, 1992 45
Schedule VIII- Valuation and Qualifying
Accounts and Reserves for
the Years Ended May 28,
1994; May 29, 1993; and
May 30, 1992 46
Schedule IX- Short-term Borrowings for the
Years Ended May 28, 1994; May
29, 1993; and May 30, 1992 47
Schedule X- Supplementary Consolidated Income
Statement Information for the
Years Ended May 28, 1994; May 29,
1993; and May 30, 1992 48
All other schedules required by Form 10-K Annual Report have been
omitted because they were inapplicable, included in the notes to
consolidated financial statements, or otherwise not required under
instructions contained in Regulation S-X.
Financial statements of the company have been omitted since the
company is primarily an operating company and all subsidiaries
included in the consolidated financial statements filed are wholly
owned subsidiaries.
(a) 3. Exhibits
Reference is made to the Exhibit Index which is found on pages 49
through 51 of this Form 10-K Annual Report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of
the year ended May 28, 1994.
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41
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Shareholders and Board of Directors of Herman Miller, Inc.:
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Herman Miller, Inc., and
subsidiaries' annual report to shareholders included in this Form 10-K, and
have issued our report thereon dated June 24, 1994. Our report on the
consolidated financial statements includes an explanatory paragraph with
respect to the change in the method of accounting for postretirement benefits
in fiscal 1992 as explained in the notes to the consolidated financial
statements "Employee Benefit Plans." Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed
at Item 14(a)2 above are the responsibility of the company's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen & Co.
-------------------------
ARTHUR ANDERSEN & CO.
Grand Rapids, Michigan
June 24, 1994
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42
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Herman Miller, Inc.:
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into the Company's previously filed
Form S-8 Registration Statement File Numbers 33-5810, 33-43234, 33-43235,
33-45812, and 2-84202.
/s/ Arthur Andersen & Co.
-------------------------
ARTHUR ANDERSEN & CO.
Grand Rapids, Michigan
August 22, 1994
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43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
HERMAN MILLER, INC.
/s/ J. Kermit Campbell and /s/ James H. Bloem
- - ---------------------- ------------------
By J. Kermit Campbell By James H. Bloem
(President and (Vice President, Chief Financial
Chief Executive Officer) Officer, and Principal Accounting
Officer)
Date: August 22, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on August 22, 1994, by the following persons on
behalf of the Registrant in the capacities indicated. Each Director of the
Registrant, whose signature appears below, hereby appoints J. Kermit Campbell
as his attorney-in-fact, to sign in his name and on his behalf, as a Director
of the Registrant, and to file with the Commission any and all amendments to
this Report on Form 10-K.
/s/ Max O. DePree /s/ Richard H. Ruch
------------------------ ----------------------------
Max O. DePree Richard H. Ruch
(Chairman of the Board) (Vice Chairman of the Board)
/s/ J. Kermit Campbell /s/ William K. Brehm
------------------------ ----------------------------
J. Kermit Campbell William K. Brehm
(President, Chief Executive (Director)
Officer and Director)
/s/ E. David Crockett /s/ Alan M. Fern
------------------------ ----------------------------
E. David Crockett Alan M. Fern
(Director) (Director)
/s/ Lord Griffiths of Fforestfach /s/ David L. Nelson
--------------------------------- ----------------------------
Lord Griffiths of Fforestfach David L. Nelson
(Director) (Director)
/s/ C. William Pollard /s/ Charles D. Ray
------------------------ ----------------------------
C. William Pollard Charles D. Ray
(Director) (Director)
/s/ Ruth A. Reister
------------------------
Ruth A. Reister
(Director)
-43-
44
HERMAN MILLER, INC., AND SUBSIDIARIES
SCHEDULE V---PROPERTY AND EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
- - -------- -------- -------- -------- -------- --------
Other
Balance at changes Balance
beginning Additions add at end
Description of period at cost(1) Retirements (deduct)(2) of period
- - ----------- --------- ------- ----------- -------- ---------
Year ended May 28, 1994:
Land and improvements $ 27,153 $ 465 $ 11 $ (5) $ 27,602
Buildings and improvements 135,584 10,684 1,187 50 145,131
Machinery and equipment 250,719 25,988 19,853 1,313 258,167
Construction in progress 17,951 6,045 2 -- 23,994
-------- -------- -------- ---------- --------
Total $431,407 $ 43,182 $ 21,053 $ 1,358 $454,894
======== ======== ======== ========== ========
Year ended May 29, 1993:
Land and improvements $ 26,850 $ 416 $ 92 $ (21) $ 27,153
Buildings and improvements 136,393 1,183 1,480 (512) 135,584
Machinery and equipment 235,609 36,525 19,778 (1,637) 250,719
Construction in progress 12,861 5,091 -- (1) 17,951
-------- --------- -------- --------- --------
Total $411,713 $ 43,215 $ 21,350 $ (2,171) $431,407
======== ======== ======== ========== ========
Year ended May 30, 1992:
Land and improvements $ 26,067 $ 385 $ 194 $ 592 $ 26,850
Buildings and improvements 131,923 6,003 2,025 492 136,393
Machinery and equipment 213,738 31,397 11,004 1,478 235,609
Construction in progress 17,836 (4,971) -- (4) 12,861
-------- ----- -------- --------- --------
Total $389,564 $ 32,814 $ 13,223 $ 2,558 $411,713
======== ======== ======== ========== ========
(1) Additions net of transfers to other classifications.
(2) Primarily the effects of foreign currency translation.
-44-
45
HERMAN MILLER, INC., AND SUBSIDIARIES
SCHEDULE VI---ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND
EQUIPMENT
(In Thousands)
Column A Column B Column C Column D Column E Column F
- - -------- -------- -------- -------- -------- --------
Additions Other
Balance at charged to changes Balance
beginning costs and add at end
Description of period expenses(1) Retirements (deduct)(2) of period
- - ----------- --------- -------- ----------- -------- ---------
Year ended May 28, 1994:
Land improvements $ 3,464 $ 578 $ 11 $ -- $ 4,031
Buildings and improvements 42,200 4,926 1,114 (71) 45,941
Machinery and equipment 157,299 26,025 17,838 474 165,960
--------- -------- -------- --------- ---------
Total $ 202,963 $ 31,529 $ 18,963 $ 403 $ 215,932
========= ======== ======== ========= =========
Year ended May 29, 1993:
Land improvements $ 2,922 $ 577 $ 41 $ 6 $ 3,464
Buildings and improvements 38,461 4,846 824 (283) 42,200
Machinery and equipment 150,013 25,619 17,068 (1,265) 157,299
--------- -------- -------- --------- ---------
Total $ 191,396 $ 31,042 $ 17,933 $ (1,542) $ 202,963
========= ======== ======== ========= =========
Year ended May 30, 1992:
Land improvements $ 2,391 $ 567 $ 36 $ -- $ 2,922
Buildings and improvements 33,712 5,227 937 459 38,461
Machinery and equipment 134,713 24,134 9,536 702 150,013
--------- -------- -------- --------- ---------
Total $ 170,816 $ 29,928 $ 10,509 $ 1,161 $ 191,396
========= ======== ======== ========= =========
(1) Additions net of transfers to other classifications.
(2) Primarily the effects of foreign currency translation.
-45-
46
HERMAN MILLER, INC., AND SUBSIDIARIES
SCHEDULE VIII---VALUATION AND QUALIFYING ACCOUNTS
(In Thousands)
Column A Column B Column C Column D Column E
- - -------- -------- -------- -------- --------
Additions Uncollectible
Balance at charged to accounts Balance
beginning costs and written off at end
Description of period expenses (net) (1) of period
- - ----------- --------- -------- ----------- ---------
Year ended May 28, 1994:
Allowance for possible losses $ 6,168 $ 731 $ 157 $ 6,742
on accounts receivable
Allowance for possible losses $ 2,106 $ 2,750 $ 2,697 $ 2,159
on notes receivable
Year ended May 29, 1993:
Allowance for possible losses
on accounts receivable $ 7,604 $ 1,492 $ 2,928 $ 6,168
Allowance for possible losses
on notes receivable $ 1,531 $ 6,000 $ 5,425 $ 2,106
Year ended May 30, 1992:
Allowance for possible losses
on accounts receivable $ 5,574 $ 5,978 $ 3,948 $ 7,604
Allowance for possible losses
on notes receivable $ 4,254 $ 5,610 $ 8,333 $ 1,531
(1) Includes effects of foreign currency translation.
-46-
47
HERMAN MILLER, INC., AND SUBSIDIARIES
SCHEDULE IX--SHORT-TERM BORROWINGS
(In Thousands Except Interest Percentages)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Category of Weighted amount amount average
aggregate Balance average outstanding outstanding interest rate
Year short-term at end interest during during the during the
Ended borrowings of period rate the period period (1) period (2)
- - ----- ---------- --------- -------- ---------- ---------- ----------
May 28, 1994 Banks $48,911 6.3% $48,911 $15,750 4.8%
May 29, 1993 Banks $ 18,234 4.2% $ 18,234 $ 9,345 4.7%
May 30, 1992 Banks $ 21,774 4.5% $ 21,774 $ 12,066 11.0%
(1) Calculated based on daily balances.
(2) Calculated based on daily rates.
-47-
48
HERMAN MILLER, INC., AND SUBSIDIARIES
SCHEDULE X--SUPPLEMENTARY CONSOLIDATED INCOME STATEMENT
INFORMATION
(In Thousands)
Column A Column B
- - -------- --------------------------------------
Charged to Costs and Expenses
For the Years Ended
------------------------------------
May 28, May 29, May 30,
1994 1993 1992
------- ------- -------
Advertising costs $7,202 $8,951 $10,245
Maintenance and repairs $10,175 $9,319 $ 9,823
Note: Amortization of intangible assets, real estate and personal property
taxes, other taxes, and royalties were individually less than
one percent of sales for 1994, 1993, and 1992.
-48-
49
HERMAN MILLER, INC., AND SUBSIDIARIES
Exhibit Index
Page
----
(3) Articles of Incorporation and Bylaws
(a) Articles of Incorporation are incorporated
by reference to Exhibit 3(a) and 3(b) of
the Registrant's 1986 Form 10-K Annual Report.
(b) Certificate of Amendment to the Articles of
Incorporation, dated October 15, 1987, are
incorporated by reference to Exhibit 3(b) of
the Registrant's 1988 Form 10-K Annual Report.
(c) Certificate of Amendment to the Articles of
Incorporation, dated May 10, 1988, are
incorporated by reference to Exhibit 3(c) of
the Registrant's 1988 Form 10-K Annual Report.
(d) Amended and Restated Bylaws are incorporated
by reference to Exhibit 3(d) of the Registrant's
Form 10-Q filed for the quarter ended December 1, 1990.
(4) Instruments Defining the Rights of Security Holders
(a) Specimen copy of Herman Miller, Inc., common stock
is incorporated by reference to Exhibit 4(a) of
Registrant's 1981 Form 10-K Annual Report.
(b) Other instruments which define the rights of holders
of long-term debt individually represent debt of
less than 10 percent of total assets. In accordance
with item 601(b)(4)(iii)(A) of regulation S-K, the
Registrant agrees to furnish to the Commission copies
of such agreements upon request.
(10) Material Contracts
-49-
50
Page
----
Exhibit Index (continued)
(a) 1985 Employee Stock Option Plan is
incorporated by reference to Exhibit
10(a) of the Registrant's 1985 Form 10-K
Annual Report.
(b) Amendment to 1985 Employee Stock Option
Plan is incorporated by reference to
Exhibit 10(B) of the Registrant's 1988
Form 10-K Annual Report.
(c) Second Amendment to 1985 Employee Stock
Option Plan is incorporated by reference
to Exhibit 10(c) of the Registrant's 1989
Form 10-K Annual Report.
(d) Amendment 1988-1 to the Herman Miller, Inc.,
1985 Employee Stock Option Plan is incorporated
by reference to Exhibit 10(d) of the Registrant's
1989 Form 10-K Annual Report.
(e) 1985 Nonemployee Officer and Director Stock
Option Plan is incorporated by reference to
Exhibit 10(g) of the Registrant's 1986 Form
10-K Annual Report.
(f) First Amendment to the Herman Miller, Inc., 1985
Nonemployee Officer and Director Stock Option Plan
is incorporated by reference to Exhibit 10(f) of
the Registrant's 1989 Form 10-K Annual Report.
(g) Description of Officers Executive Incentive Plan
is incorporated by reference to Exhibit 10(e) of
the Registrant's 1981 Form 10-K Annual Report.
(h) Officers' Supplemental Retirement Income Plan is
incorporated by reference to Exhibit 10(f) of the
Registrant's 1986 Form 10-K Annual Report.
-50-
51
Page
----
Exhibit Index (continued)
(i) Officers' Salary Continuation Plan is
incorporated by reference to Exhibit 10(g)
of the Registrant's 1982 Form 10-K Annual
Report.
(j) Deferred Compensation Agreement, dated March
19, 1970, between the company and Max O.
DePree is incorporated by reference to Exhibit
10(d) of the Registrant's 1981 Form 10-K
Annual Report.
(k) Herman Miller, Inc., Plan for Severance Compensation
after Hostile Takeover is incorporated by reference
to Exhibit 10(f) of the Registrant's 1986 Form 10-K
Annual Report.
(l) Amended Herman Miller, Inc., Plan for Severance
Compensation after Hostile Takeover, dated January
17, 1990, is incorporated by reference to Exhibit
10(n) of the Registrant's 1990 Form 10-K Annual Report.
(m) The Herman Miller, Inc. 1985 Nonemployee
Officer and Director Stock Option Plan, as
amended is incorporated by reference as
Exhibit 28 of the Registrant's 1992 Form S-8
Registration Statement (No. 33-45812).
(n) Incentive Share Grant Agreement, dated
July 15, 1992, between the company and
J. Kermit Campbell is incorporated by
reference to Exhibit 10(r) of the Registrant's
1993 Form 10-K Annual Report.
(11) Computation of Per Share Earnings. 52
(22) Subsidiaries. 53
-51-