ZEELAND,
Mich., March 29, 2022 /PRNewswire/ --
- Strong demand drove quarterly orders of $1.1 billion; an increase of 93.6% over the prior
year, up 31.5% organically
- Sales and order growth across all segments was driven by
leveraging a global infrastructure and collective of brands
- Integration of the Knoll acquisition, which closed July 19, 2021, continues to progress as planned;
MillerKnoll remains confident in its ability to deliver
$120 million of run rate cost
synergies within three years of closing
Webcast to be held Tuesday, March 29, 2022, at 5:30 PM ET
Third Quarter Fiscal 2022 Financial Results
|
(Unaudited)
|
(Unaudited)
|
|
Three Months
Ended
|
Nine Months
Ended
|
(Dollars in
millions, except per share data)
|
February 26,
2022
|
February 27,
2021
|
% Chg.
|
February 26,
2022
|
February 27,
2021
|
% Chg.
|
Net Sales
|
$
1,029.5
|
$
590.5
|
74.3 %
|
$
2,845.5
|
$
1,843.6
|
54.3 %
|
Gross Margin
%
|
32.7 %
|
39.1 %
|
N/A
|
33.9 %
|
39.3 %
|
N/A
|
Adjusted Gross Margin
%*
|
32.9 %
|
39.1 %
|
N/A
|
34.4 %
|
39.4 %
|
N/A
|
Operating
Expenses
|
$
310.3
|
$
175.8
|
76.5 %
|
$
987.4
|
$
503.7
|
96.0 %
|
Adjusted Operating
Expenses*
|
$
298.9
|
$
175.5
|
70.3 %
|
$
828.4
|
$
502.2
|
65.0 %
|
Operating Earnings
(Loss) %
|
2.6 %
|
9.3 %
|
N/A
|
(0.8) %
|
12.0 %
|
N/A
|
Adjusted Operating
Earnings %*
|
4.0 %
|
9.4 %
|
N/A
|
5.3 %
|
12.2 %
|
N/A
|
Net Earnings (Loss)
Attributable to MillerKnoll, Inc.
|
$
12.6
|
$
41.5
|
(69.6) %
|
$
(52.3)
|
$
165.7
|
(131.6) %
|
Earnings (Loss) Per
Share – Diluted
|
$
0.16
|
$
0.70
|
(77.1) %
|
$
(0.72)
|
$
2.80
|
(125.7) %
|
Adjusted Earnings Per
Share – Diluted*
|
$
0.28
|
$
0.65
|
(56.9) %
|
$
1.28
|
$
2.78
|
(54.0) %
|
Orders
|
$
1,095.9
|
$
566.1
|
93.6 %
|
$
3,170.2
|
$
1,751.9
|
81.0 %
|
Backlog
|
$
1,020.6
|
$
379.0
|
169.3 %
|
|
|
|
*Items indicated
represent Non-GAAP measurements; see the reconciliations of
Non-GAAP financial measures and related explanations
below.
|
To our shareholders:
MillerKnoll's (NASDAQ: MLKN) competitive advantage is our unique
combination of strong global Contract and well-positioned Retail
businesses. We leveraged that to drive growth in multiple regions
and channels in the quarter.
The quarter saw many parts of the world shift their focus to
emerging from the pandemic. Contract clients are activating their
long-awaited return to office plans. As employers consider their
spaces, we are seeing a push toward investing in the workplace to
create premium spaces and differentiated employee experiences. With
a robust product portfolio across many brands, MillerKnoll is ready
to meet that demand.
The trend carried over to Retail as well. Our Retail business
continued to grow as consumers invested in their home experiences
with Design Within Reach, HAY, Muuto, and Herman Miller. In
addition, Holly Hunt and Knoll drove
strong residential sales.
At the same time, we are making tremendous progress in our
integration efforts and our momentum continues to accelerate as we
progress toward the MillerKnoll market launch as a unified sales
and dealer network.
Alongside our global growth strategies, we have clear priorities
relative to giving back and creating a better world. We continue to
receive recognition for our commitments to sustainability,
diversity in design, and inclusivity. For the fifteenth year in a
row, we achieved a perfect score on the Human Rights Campaign
Foundation's Corporate Equality Index. We were also awarded a
platinum medal in recognition of our commitment to sustainability
and corporate social responsibility by EcoVadis. This places our
company among the top one percent of all companies assessed
worldwide for the second year in a row.
MillerKnoll Consolidated Results
Third quarter consolidated net sales were $1.0 billion, reflecting an increase of 74.3% on
a reported basis and 20.3% organically compared to prior year.
Orders in the quarter of $1.1 billion
were 93.6% higher on a reported basis and increased 31.5%
organically over the prior year. Sales and orders reflected organic
growth across all business segments, leveraging our global
infrastructure and leading collective of brands.
Sales growth continued to be constrained by our ability to
produce and ship orders due to the impact from global supply chain
and labor supply disruptions. We estimate these disruptions
adversely impacted net sales by approximately $34 million during the quarter. We have
implemented a range of countermeasures to combat these pressures
and began to see improvement in production levels in the second
half of the quarter.
Gross margin for the quarter was 640 basis points lower than the
prior year, due largely to the impact of rising commodity prices,
particularly steel, and other inflationary pressures including
labor and transportation. Recent price increases have helped to
offset some of these inflationary pressures, and we expect to see
second and third quarter price increases begin to flow through our
fourth quarter results.
Consolidated operating expenses for the quarter were
$310.3 million, compared to
$175.8 million in the prior year.
Consolidated adjusted operating expenses of $298.9 million were up $123.4 million from last year, primarily due to
the inclusion of Knoll adjusted operating expenses of $100.2 million and additional variable selling
expenses.
Operating margin for the quarter was 2.6% compared to 9.3%
during the prior year. On an adjusted basis, which excludes
acquisition and integration-related charges of $15.1 million and a gain recognized in operating
expenses on the divestiture of an owned dealer of $2.0 million, consolidated operating margin was
4.0% compared to 9.4% in the prior year.
We reported net income per share of $0.16 for the quarter. Adjusted earnings per
share were $0.28 in the quarter,
compared to $0.65 in the prior
year.
At the end of our third quarter, our liquidity position
reflected cash on hand and availability on our revolving credit
facility totaling $543 million.
Integration is Driving Growth and Cost Synergy
Opportunities
Our integration journey is bringing our collective of brands
together across Herman Miller and Knoll to serve residential and
contract clients around the world, while at the same time creating
opportunities for profitability improvement from increased scale.
At the close of the third quarter, we had implemented $45 million in run rate savings. We remain
confident in our ability to deliver $120
million in cost synergies within three years of closing.
Customers are Relying on MillerKnoll's Thought Leadership as
They Return to Their Offices
In most parts of the world, COVID-19 cases began to fall in the
second half of our third quarter, and by end of the quarter, many
pandemic restrictions were being rolled back. Contract clients
began activating their return to the office plans and, according to
research for Harvard Business Review's January 2022 article "Why Companies Aren't
Cutting Back on Office Space," demand for office space has remained
relatively steady with this return. Trends continue to indicate
that companies are investing in creating premium, amenity rich
spaces to attract and retain workers. They are turning to
MillerKnoll to help them enhance and update their environments. As
a preeminent leader in design, the MillerKnoll collective of brands
delivers an array of premium design solutions to help our clients
differentiate their workplaces and support their unique needs.
While we can serve customers wherever they are on the flexible
work spectrum—office first, remote first, or hybrid—most companies
indicate they are headed toward hybrid arrangements. Hybrid work
arrangements are complex, and most companies evolve their approach
over time. As they do, their workplaces will need to change with
them. We are uniquely positioned to support work everywhere it
happens today and in the future.
As an industry thought leader in the future of work, we have the
insights our customers need to create their workplace strategies.
That expertise, coupled with our comprehensive omni-channel
capabilities and an unparalleled product portfolio, creates a
distinct competitive advantage for MillerKnoll as we help our
customers create innovative and productive environments for their
homes and their workplaces.
International Contract Growth was Driven by Local and Global
Accounts
Our International Contract segment delivered strong performance
this quarter with sales up 25.9% and orders up 70.0% over last
year. Both sales and orders were up in all regions and across all
brands and order levels of $158.1
million reflected record order levels for this business.
Strong activity from local customers in the quarter helped
accelerate demand, especially in China and Europe, as companies sought to differentiate
their workplaces and attract top talent.
At the same time, global corporate accounts continue to invest
in both new and retrofit projects around the world.
Global account activity was particularly strong in the tech
sector, and in Europe and
Asia. Demand for more traditional
work environments, especially in Asia, helped drive workstation and seating
sales even as demand increased for more adaptable and flexible
solutions across all regions. HAY and naughtone, as well as Muuto
in our Knoll segment, offer our customers a robust portfolio of
solutions in support of these collaborative work environments.
As we seek to bring products from the Knoll brands to our
International dealers, we have created a MillerKnoll dealer pilot
group in Europe that consists
mainly of Herman Miller dealers who are expanding to sell Knoll
products. We have also begun to introduce Muuto to our channel and
dealers in Asia. Extending the
MillerKnoll product portfolio and collective of brands further into
International creates exciting new opportunities as we strengthen
our ability to deliver a full suite of solutions for every
workplace around the globe.
We are closely monitoring the tragic war in Ukraine, and we have centered our response on
humanitarian efforts. Our Foundation is matching donations from our
employees, dealers, and suppliers to organizations who are
providing assistance on the ground.
MillerKnoll is not fulfilling any existing orders or accepting
new orders from Russia or
Belarus at this time. As a safety
measure, we have also stopped taking new orders and fulfilling
orders in Ukraine. This region
represents a small portion of our International Contract business.
FY21 annual revenue was approximately $10
million. While we do not have manufacturing facilities or
offices in the region, we have historically sold products to two
dealers in Ukraine, two in
Russia, and two in Belarus.
Knoll's Momentum is Accelerating with Continued
Growth
Knoll sales were up 28% and orders were up 37% from last year on
a pro forma basis. We saw an easing of supply chain pressures in
the quarter and expect to see pricing actions have further impact
on fourth quarter orders.
Knoll Contract delivered growth in North America and is positioned to grow in
Asia as well. We recently launched
The Iquo Collection, by Ini
Archibong, and Knoll has several more new products to be
unveiled in June at Design Week in Chicago. Spinneybeck|FilzFelt also set a
record for orders in the quarter.
Holly Hunt, our luxury
residential design brand also delivered record order levels in the
quarter. Holly Hunt realized growth
across every product category and is benefiting from its recently
launched eCommerce initiative.
Muuto continued its steady growth trajectory. We relaunched the
Muuto Fiber chair this quarter, which is now made from 80% recycled
plastics. Along with introducing Muuto to our channels in
Asia, we intend to introduce Muuto
to residential and contract customers in North America.
Americas Contract Delivered Highest Quarterly Sales of the
Fiscal Year
The Americas Contract segment continued to grow in the quarter.
Net sales were up 25.6% and orders were up 36.3%. Geiger and
Maharam saw particularly strong performance in the quarter. The
combination of easing of supply chain and labor pressures and
tremendous efforts to improve reliability and lead times during the
quarter helped drive the highest sales volumes of the fiscal year.
The impact of recent price increases began to flow through this
quarter as well, which helped begin to mitigate inflationary
pressures.
We are making meaningful progress toward our MillerKnoll market
launch in the Americas. As anticipated, we began seeing some dealer
consolidation activity in the quarter, which is helping set the
foundation for our dealer network and define unique market
strategies going forward. We also announced a new Dealer Advisory
Council and Executive Committee, consisting of Principals from
Knoll and Herman Miller dealers. This group is already helping
inform and shape the future for MillerKnoll in the
Americas.
We held our first MillerKnoll Sales Conference earlier this
month. It was inspiring to see our team come together for the first
time, and the event served as an immersive learning opportunity for
sellers to prepare themselves to represent the full MillerKnoll
product portfolio. Dealer activation and onboarding is also
underway as we create the highly capable and cohesive MillerKnoll
dealer network. Technology activation began in the quarter as we
extend our digital suite of tools across the North America
MillerKnoll dealer network. Dealer readiness and learning
initiatives will continue throughout the fourth quarter in advance
of the MillerKnoll market launch in June.
Competitive Advantages Drive Omni-Channel Global Retail
Growth
Over the past two years we have built a high-performing,
resilient Retail business with distinct competitive advantages. As
one of the largest premium retail furniture companies, MillerKnoll
brings our customers many of the most recognized modern designs. We
have continued to expand into new product categories and are
leveraging one of the most diversified go-to-market strategies in
the industry to reach customers around the globe.
The Global Retail business is a meaningful contributor to our
overall business with sales of $635
million year to date. Retail orders this quarter were up
2.6% and sales were up 5.5% over the third quarter of fiscal 2021.
Notably, third quarter orders were up 98.4% and shipments were up
91.9% when compared to the third quarter of fiscal 2020. Gross
margin in the most recent quarter was impacted by channel shift,
category shift, and increases in production costs and freight
charges. We have taken several steps to mitigate further impact
from current inflationary pressures, including price increases and
new freight charge programs.
We have tremendous momentum in this business today, driven by a
retail expansion strategy that has seen us add channels, regions,
product price points and product categories. At the same time,
there is incredible potential to unlock in our Retail segment, and
we have made several investments in systems and tools that will
modernize our global operations. As we launch these capabilities
throughout the first half of fiscal 2023, we will further solidify
our competitive position, create new opportunities for growth, and
build additional resiliency into our retail business.
A new customer data platform will give us added capabilities to
leverage customer data across our brands, which will drive up
customer lifetime value and drive down customer acquisition costs.
New planning, allocation, and point of sale systems will create
efficiencies across the order management and fulfillment
eco-system, improve the customer experience, and optimize inventory
to help us mitigate the impact of future supply chain
disruptions.
We also continue to expand our product portfolio to serve our
customers across their total home footprint. Newness in our
assortment is driving meaningful growth and the premium,
high-quality nature of our assortment has allowed us to implement
price increases to help offset inflationary pressures. Recent
product introductions include a collection from our newest designer
partner, Sarah Ellison; HAY's
modular sofa, Hackney; DWR's private label outdoor collection,
Esplanade; and the Balcony collection from HAY.
Our Herman Miller branded physical retail stores continue to
drive customer awareness and acquisition beyond the traditional
task seating shopper. We opened Herman Miller branded physical
retail stores in Houston and
Austin this quarter, bringing our
total global total fleet of Herman Miller retail stores to 17.
Excluding the home workspace category, we are driving sales
growth that outperforms the retail furniture and home furnishings
market in North America. Following
the deployment of our key investments over the next couple of
quarters, we expect our retail business to deliver double-digit
revenue growth and low teens operating margins.
Outlook
We expect sales in the fourth quarter of fiscal year 2022 to
range between $1,075 million and
$1,115 million. The mid-point of this
range implies a revenue increase of 76% compared to the same
quarter last fiscal year on a reported basis and 23% on an organic
basis, excluding the impact of the Knoll acquisition, dealer
divestiture, and foreign currency translation. We anticipate
earnings per share to be between $0.46 and $0.52 for
the quarter.
Realizing the Full Benefit of MillerKnoll
Amid a backdrop of macro-economic pressures, MillerKnoll
continued to fuel growth and create value for our stakeholders in
the third quarter while also maintaining our focus on integrating
the Herman Miller and Knoll organizations. We are nearing one of
the most significant milestones in the integration process, the
launch of MillerKnoll to the North America Contract market. We have
been very intentional in building a strong foundation and we are
excited to unleash the full potential of MillerKnoll in the months
ahead. Thank you for continuing on the journey with us.
Andi
Owen
|
|
Jeff
Stutz
|
|
President and Chief
Executive Officer
|
|
Chief Financial
Officer
|
|
Financial highlights for the three and nine months ended
February 26, 2022 follow:
MillerKnoll,
Inc.
Condensed
Consolidated Statements of Operations
|
|
(Unaudited) (Dollars in millions, except
per share and common share data)
|
Three Months
Ended
|
|
Nine Months
Ended
|
February 26,
2022
|
|
February 27,
2021
|
|
February 26,
2022
|
|
February 27,
2021
|
Net Sales
|
$
1,029.5
|
100.0%
|
|
$ 590.5
|
100.0%
|
|
$
2,845.5
|
100.0%
|
|
$
1,843.6
|
100.0%
|
Cost of
Sales
|
692.7
|
67.3%
|
|
359.6
|
60.9%
|
|
1,880.6
|
66.1%
|
|
1,118.4
|
60.7%
|
Gross Margin
|
336.8
|
32.7%
|
|
230.9
|
39.1%
|
|
964.9
|
33.9%
|
|
725.2
|
39.3%
|
Operating
Expenses
|
296.9
|
28.8%
|
|
175.5
|
29.7%
|
|
826.4
|
29.0%
|
|
502.2
|
27.2%
|
Restructuring
Expenses
|
—
|
—%
|
|
0.3
|
0.1%
|
|
—
|
—%
|
|
1.5
|
0.1%
|
Acquisition and
Integration Charges
|
13.4
|
1.3%
|
|
—
|
—%
|
|
161.0
|
5.7%
|
|
—
|
—%
|
Operating Earnings
(Loss)
|
26.5
|
2.6%
|
|
55.1
|
9.3%
|
|
(22.5)
|
(0.8)%
|
|
221.5
|
12.0%
|
Other Expenses,
net
|
9.4
|
0.9%
|
|
(1.5)
|
(0.3)%
|
|
35.6
|
1.3%
|
|
2.2
|
0.1%
|
Earnings (Loss) Before
Income Taxes and Equity
Income
|
17.1
|
1.7%
|
|
56.6
|
9.6%
|
|
(58.1)
|
(2.0)%
|
|
219.3
|
11.9%
|
Income Tax Expense
(Benefit)
|
2.7
|
0.3%
|
|
13.0
|
2.2%
|
|
(11.5)
|
(0.4)%
|
|
49.9
|
2.7%
|
Equity (Loss) Income,
net of tax
|
—
|
—%
|
|
(0.3)
|
(0.1)%
|
|
—
|
—%
|
|
0.1
|
—%
|
Net Earnings (Loss)
|
14.4
|
1.4%
|
|
43.3
|
7.3%
|
|
(46.6)
|
(1.6)%
|
|
169.5
|
9.2%
|
Net Earnings
Attributable to Redeemable
Noncontrolling Interests
|
1.8
|
0.2%
|
|
1.8
|
0.3%
|
|
5.7
|
0.2%
|
|
3.8
|
0.2%
|
Net Earnings (Loss) Attributable to
MillerKnoll, Inc.
|
$
12.6
|
1.2%
|
|
$
41.5
|
7.0%
|
|
$
(52.3)
|
(1.8)%
|
|
$
165.7
|
9.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per Common Share Attributable to MillerKnoll,
Inc.
|
|
Earnings (Loss) Per
Share – Basic
|
$0.17
|
|
$0.70
|
|
($0.72)
|
|
$2.81
|
Weighted Average Basic
Common Shares
|
75,461,462
|
|
58,979,730
|
|
72,356,143
|
|
58,906,376
|
Earnings (Loss) Per
Share – Diluted
|
$0.16
|
|
$0.70
|
|
($0.72)
|
|
$2.80
|
Weighted Average
Diluted Common Shares
|
76,511,434
|
|
59,602,638
|
|
72,356,143
|
|
59,212,447
|
MillerKnoll,
Inc.
Condensed
Consolidated Statements of Cash Flows
|
|
|
Nine Months
Ended
|
(Unaudited) (Dollars
in millions)
|
February 26,
2022
|
|
February 27,
2021
|
Cash (used in) provided
by:
|
|
|
|
Operating activities
|
$
(57.9)
|
|
$
260.1
|
Investing activities
|
(1,145.0)
|
|
(42.9)
|
Financing activities
|
1,061.4
|
|
(287.3)
|
Effect of exchange rate changes
|
(9.0)
|
|
13.5
|
Net change in cash
and cash equivalents
|
(150.5)
|
|
(56.6)
|
Cash and cash
equivalents, beginning of period
|
396.4
|
|
454.0
|
Cash and cash
equivalents, end of period
|
$
245.9
|
|
$
397.4
|
MillerKnoll,
Inc.
Condensed
Consolidated Balance Sheets
|
|
(Unaudited) (Dollars
in millions)
|
February 26,
2022
|
|
May 29, 2021
|
ASSETS
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash equivalents
|
$
245.9
|
|
$
396.4
|
Short-term investments
|
0.0
|
|
7.7
|
Accounts receivable, net
|
313.8
|
|
204.7
|
Unbilled accounts receivable
|
42.1
|
|
16.4
|
Inventories, net
|
520.8
|
|
213.6
|
Prepaid expenses and other
|
148.5
|
|
52.7
|
Total current
assets
|
1,271.1
|
|
891.5
|
Net property and
equipment
|
584.3
|
|
327.2
|
Right of use
assets
|
418.6
|
|
214.7
|
Other assets
|
2,243.7
|
|
628.5
|
Total
Assets
|
$
4,517.7
|
|
$
2,061.9
|
|
|
|
|
LIABILITIES, REDEEMABLE
NONCONTROLLING INTERESTS &
STOCKHOLDERS' EQUITY
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts payable
|
$
340.8
|
|
$
178.4
|
Short-term borrowings and current portion of long-term
debt
|
28.8
|
|
2.2
|
Short-term lease liability
|
78.7
|
|
44.8
|
Accrued liabilities
|
385.3
|
|
251.2
|
Total current
liabilities
|
833.6
|
|
476.6
|
Long-term
debt
|
1,384.9
|
|
274.9
|
Lease
liabilities
|
392.4
|
|
221.1
|
Other
liabilities
|
382.8
|
|
162.7
|
Total
Liabilities
|
2,993.7
|
|
1,135.3
|
Redeemable
Noncontrolling Interests
|
68.1
|
|
77.0
|
Stockholders'
Equity
|
1,455.9
|
|
849.6
|
Total Liabilities,
Redeemable Noncontrolling Interests and Stockholders'
Equity
|
$
4,517.7
|
|
$
2,061.9
|
Non-GAAP Financial Measures and Other Supplemental
Data
This presentation contains non-GAAP financial measures that are
not in accordance with, nor an alternative to, generally accepted
accounting principles (GAAP) and may be different from non-GAAP
measures presented by other companies. These non-GAAP financial
measures are not measurements of our financial performance under
GAAP and should not be considered an alternative to the related
GAAP measurement. These non-GAAP measures have limitations as
analytical tools and should not be considered in isolation or as a
substitute for analysis of our results as reported under GAAP. Our
presentation of non-GAAP measures should not be construed as an
indication that our future results will be unaffected by unusual or
infrequent items. We compensate for these limitations by providing
equal prominence of our GAAP results. Reconciliations of these
non-GAAP measures to the most directly comparable financial
measures calculated and presented in accordance with GAAP are
provided in the financial tables included within this presentation.
The Company believes these non-GAAP measures are useful for
investors as they provide financial information on a more
comparative basis for the periods presented.
The non-GAAP financial measures referenced within this
presentation include: Adjusted Earnings per Share, Adjusted
Operating Earnings (Loss), Adjusted Gross Margin, and Organic
Growth (Decline).
Adjusted Earnings per Share represents reported diluted earnings
per share excluding the impact from adjustments related to
acquisition and integration charges, amortization of purchased
intangibles, debt extinguishment charges, restructuring expenses
and other special charges or gains, including related taxes. These
adjustments are described further below.
Adjusted Operating Earnings (Loss) represents reported operating
earnings plus acquisition and integration charges, amortization of
purchased intangibles, debt extinguishment charges, restructuring
expenses and other special charges or gains. These adjustments are
described further below.
Adjusted Gross Margin represents gross margin plus amortization
of purchased intangibles and other special charges. These
adjustments are described further below.
Organic Growth represents the change in sales and orders,
excluding currency translation effects, the impact of acquisitions
and divestitures.
Acquisition and Integration Charges:
Costs related directly to the Knoll acquisition including legal,
accounting and other professional fees as well as
integration-related costs. Integration-related costs include
severance, accelerated stock-based compensation expenses, asset
impairment charges, and other cost reduction efforts or
reorganization initiatives.
Amortization of Purchased Intangibles:
Includes expenses associated with the amortization of inventory
step-up and amortization of acquisition related intangibles
acquired as part of the Knoll acquisition. The revenue generated by
the associated intangible assets has not been excluded from the
related non-GAAP financial measure. We exclude the impact of the
amortization of purchased intangibles, including the fair value
adjustment to inventory, as such non-cash amounts were
significantly impacted by the size of the Knoll acquisition.
Furthermore, we believe that this adjustment enables better
comparison of our results as Amortization of Purchased Intangibles
will not recur in future periods once such intangible assets have
been fully amortized. Any future acquisitions may result in the
amortization of additional intangible assets. Although we exclude
the Amortization of Purchased Intangibles in these non-GAAP
measures, we believe that it is important for investors to
understand that such intangible assets were recorded as part of
purchase accounting and contribute to revenue generation.
Debt Extinguishment
Charges: Includes expenses associated with the
extinguishment of debt as part of financing the Knoll acquisition.
We excluded these items from our non-GAAP measures because they
relate to a specific transaction and are not reflective of our
ongoing financial performance.
Gain on Sale of Dealer: Includes the
gain recorded on the divestiture of an owned dealership.
Legal settlement Gain: Includes the
gain recorded on the settlement of a legal matter in the prior
year.
Restructuring expenses: Include
actions involving facilities consolidation and optimization,
targeted workforce reductions, and costs associated with an early
retirement program.
Special charges: Include certain
costs arising as a direct result of our response to the COVID-19
pandemic, incurred in the prior year.
Tax Related Items: We excluded the
income tax benefit/provision effect of the tax related items from
our non-GAAP measures because they are not associated with the tax
expense on our ongoing operating results.
Certain tables below summarize select financial information, for
the periods indicated, related to each of the Company's reportable
segments. The Americas Contract segment includes the operations
associated with the design, manufacture, and sale of furniture
products for work-related settings, including office, education,
and healthcare environments, throughout the United States, Canada and Latin
America. Americas Contract also includes the operations
associated with the design, manufacture, and sale of high-craft
furniture products and textiles including Geiger wood products,
Maharam textiles, naughtone and Nemschoff products. The
International Contract segment includes the operations associated
with the design, manufacture, and sale of furniture products,
primarily for work-related settings, in the European, Middle East and Asia-Pacific geographic regions. The Global
Retail segment includes the global operations associated with the
sale of modern design furnishings and accessories to third party
retail distributors, as well as direct to consumer sales through
eCommerce and Design Within Reach, HAY, and Herman Miller retail
stores and studios. The Knoll segment includes the global
operations associated with the design, manufacture, and sale of
furniture products within the Knoll constellation of brands.
Corporate costs represent unallocated expenses related to general
corporate functions, including, but not limited to, certain legal,
executive, corporate finance, information technology,
administrative and acquisition-related costs.
A. Reconciliation of Operating Earnings (Loss) to Adjusted
Operating Earnings (Loss) by Segment
|
Three Months
Ended
|
Nine Months
Ended
|
|
February 26,
2022
|
February 27,
2021
|
February 26,
2022
|
February 27,
2021
|
Americas Contract
|
|
|
|
|
|
|
|
|
Net Sales
|
$ 365.1
|
100.0%
|
$ 290.7
|
100.0%
|
$
1,052.0
|
100.0%
|
$
1,008.0
|
100.0%
|
Gross Margin
|
96.2
|
26.3%
|
99.6
|
34.3%
|
296.4
|
28.2%
|
362.3
|
35.9%
|
Total Operating
Expenses
|
93.5
|
25.6%
|
85.0
|
29.2%
|
277.9
|
26.4%
|
250.7
|
24.9%
|
Operating Earnings
|
2.7
|
0.7%
|
14.6
|
5.0%
|
18.5
|
1.8%
|
111.6
|
11.1%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
0.3
|
—%
|
Restructuring
|
—
|
—%
|
0.2
|
0.1%
|
—
|
—%
|
2.6
|
0.3%
|
Acquisition and
Integration Charges
|
0.5
|
0.1%
|
—
|
—%
|
4.9
|
0.5%
|
—
|
—%
|
Gain on Sale of
Dealer
|
(2.0)
|
(0.5)%
|
—
|
—%
|
(2.0)
|
(0.2)%
|
—
|
—%
|
Adjusted Operating Earnings
|
$
1.2
|
0.3%
|
$
14.8
|
5.1%
|
$
21.4
|
2.0%
|
$ 114.5
|
11.4%
|
|
|
|
|
|
|
|
|
|
International Contract
|
|
|
|
|
|
|
|
|
Net Sales
|
$ 123.4
|
100.0%
|
$ 98.0
|
100.0%
|
$ 347.4
|
100.0%
|
$ 293.5
|
100.0%
|
Gross Margin
|
38.1
|
30.9%
|
33.6
|
34.3%
|
114.1
|
32.8%
|
102.1
|
34.8%
|
Total Operating
Expenses
|
25.6
|
20.7%
|
22.6
|
23.1%
|
73.3
|
21.1%
|
62.0
|
21.1%
|
Operating Earnings
|
12.5
|
10.1%
|
11.0
|
11.2%
|
40.8
|
11.7%
|
40.1
|
13.7%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
0.8
|
0.3%
|
Restructuring
|
—
|
—%
|
0.1
|
0.1%
|
—
|
—%
|
(1.1)
|
(0.4)%
|
Acquisition and
Integration Charges
|
0.4
|
0.3%
|
—
|
—%
|
1.1
|
0.3%
|
—
|
—%
|
Adjusted Operating Earnings
|
$
12.9
|
10.5%
|
$
11.1
|
11.3%
|
$
41.9
|
12.1%
|
$
39.8
|
13.6%
|
|
|
|
|
|
|
|
|
|
Global Retail
|
|
|
|
|
|
|
|
|
Net Sales
|
$ 212.8
|
100.0%
|
$ 201.8
|
100.0%
|
$ 635.4
|
100.0%
|
$ 542.1
|
100.0%
|
Gross Margin
|
91.9
|
43.2%
|
97.7
|
48.4%
|
276.0
|
43.4%
|
260.8
|
48.1%
|
Total Operating
Expenses
|
67.9
|
31.9%
|
57.8
|
28.6%
|
201.8
|
31.8%
|
160.1
|
29.5%
|
Operating Earnings
|
24.0
|
11.3%
|
39.9
|
19.8%
|
74.2
|
11.7%
|
100.7
|
18.6%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
0.1
|
—%
|
Acquisition and
Integration Charges
|
—
|
—%
|
—
|
—%
|
0.5
|
0.1%
|
—
|
—%
|
Adjusted Operating Earnings
|
$
24.0
|
11.3%
|
$
39.9
|
19.8%
|
$
74.7
|
11.8%
|
$ 100.8
|
18.6%
|
|
|
|
|
|
|
|
|
|
Knoll
|
|
|
|
|
|
|
|
|
Net Sales
|
$ 336.9
|
100.0%
|
$
—
|
—%
|
$ 829.5
|
100.0%
|
$
—
|
—%
|
Gross Margin
|
110.6
|
32.8%
|
—
|
—%
|
278.4
|
33.6%
|
—
|
—%
|
Total Operating
Expenses
|
109.1
|
32.4%
|
—
|
—%
|
351.2
|
42.3%
|
—
|
—%
|
Operating Earnings (Loss)
|
1.5
|
0.4%
|
—
|
—%
|
(72.8)
|
(8.8)%
|
—
|
—%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
Amortization of
Purchased Intangibles
|
8.0
|
2.4%
|
—
|
—%
|
56.7
|
6.8%
|
—
|
—%
|
Acquisition and
Integration Charges
|
2.6
|
0.8%
|
—
|
—%
|
59.0
|
7.1%
|
—
|
—%
|
Adjusted Operating Earnings
|
$
12.1
|
3.6%
|
$
—
|
—%
|
$
42.9
|
5.2%
|
$
—
|
—%
|
|
|
|
|
|
|
|
|
|
Intersegment Sales
|
|
|
|
|
|
|
|
|
Net Sales
Elimination
|
$
(8.7)
|
100.0%
|
$
—
|
—%
|
$ (18.8)
|
100.0%
|
$
—
|
—%
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
Operating (Loss)
|
$
(14.2)
|
—%
|
$
(10.4)
|
—%
|
$
(83.2)
|
—%
|
$
(30.9)
|
—%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Acquisition and
Integration Charges
|
3.6
|
—%
|
—
|
—%
|
51.6
|
—%
|
—
|
—%
|
Adjusted Operating (Loss)
|
$
(10.6)
|
—%
|
$
(10.4)
|
—%
|
$
(31.6)
|
—%
|
$
(30.9)
|
—%
|
|
|
|
|
|
|
|
|
|
MillerKnoll, Inc.
|
|
|
|
|
|
|
|
|
Net Sales
|
$
1,029.5
|
100.0%
|
$ 590.5
|
100.0%
|
$
2,845.5
|
100.0%
|
$
1,843.6
|
100.0%
|
Gross Margin
|
336.8
|
32.7%
|
230.9
|
39.1%
|
964.9
|
33.9%
|
725.2
|
39.3%
|
Total Operating
Expenses
|
310.3
|
30.1%
|
175.8
|
29.8%
|
987.4
|
34.7%
|
503.7
|
27.3%
|
Operating Earnings (Loss)
|
26.5
|
2.6%
|
55.1
|
9.3%
|
(22.5)
|
(0.8)%
|
221.5
|
12.0%
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
1.2
|
0.1%
|
Restructuring
|
—
|
—%
|
0.3
|
0.1%
|
—
|
—%
|
1.5
|
0.1%
|
Amortization of
Purchased Intangibles
|
8.0
|
0.8%
|
—
|
—%
|
56.7
|
2.0%
|
—
|
—%
|
Acquisition and
Integration Charges
|
7.1
|
0.7%
|
—
|
—%
|
117.1
|
4.1%
|
—
|
—%
|
Gain on Sale of
Dealer
|
(2.0)
|
(0.2)%
|
—
|
—%
|
(2.0)
|
(0.1)%
|
—
|
—%
|
Adjusted Operating Earnings
|
$
39.6
|
3.8%
|
$
55.4
|
9.4%
|
$ 149.3
|
5.2%
|
$ 224.2
|
12.2%
|
B. Reconciliation of Earnings (Loss) per Share to Adjusted
Earnings per Share
|
Three Months
Ended
|
Nine Months
Ended
|
|
February 26,
2022
|
February 27,
2021
|
February 26,
2022
|
February 27,
2021
|
Earnings (Loss) per
Share - Diluted
|
$
0.16
|
$
0.70
|
$
(0.72)
|
$
2.80
|
|
|
|
|
|
Non-comparable
items:
|
|
|
|
|
Less: Gain on legal
settlement, after tax
|
—
|
(0.05)
|
—
|
(0.05)
|
Less: Gain on sale of
dealer, after tax
|
(0.02)
|
—
|
(0.02)
|
—
|
Add: Special charges,
after tax
|
—
|
—
|
—
|
0.01
|
Add: Amortization of
purchased intangibles, after tax
|
0.08
|
—
|
0.59
|
—
|
Add: Acquisition and
integration charges, after tax
|
0.06
|
—
|
1.29
|
—
|
Add: Debt
extinguishment, after tax
|
—
|
—
|
0.14
|
—
|
Add: Restructuring
expenses, after tax
|
—
|
—
|
—
|
0.02
|
Adjusted Earnings
per Share - Diluted
|
$
0.28
|
$
0.65
|
$
1.28
|
$
2.78
|
|
|
|
|
|
Weighted Average Shares
Outstanding (used for
Calculating Adjusted Earnings per Share) – Diluted
|
76,511,434
|
59,602,638
|
72,356,143
|
59,212,447
|
Note: The adjustments
above are net of tax. For the three and nine months ended
February 26, 2022, the tax impact of the adjustments were
$0.06 and $0.55, respectively. For the three and nine months ended
February 27, 2021, the tax impact of the adjustments were
immaterial.
|
C. Reconciliation of Gross Margin to Adjusted Gross
Margin
|
Three Months
Ended
|
Nine Months
Ended
|
|
February 26,
2022
|
February 27,
2021
|
February 26,
2022
|
February 27,
2021
|
Gross Margin
|
$ 336.8
|
32.7%
|
$ 230.9
|
39.1%
|
$ 964.9
|
33.9%
|
$ 725.2
|
39.3%
|
Amortization of
Purchased Intangibles
|
1.7
|
0.2%
|
—
|
—%
|
12.8
|
0.5%
|
—
|
—%
|
Special
Charges
|
—
|
—%
|
—
|
—%
|
—
|
—%
|
1.0
|
0.1%
|
Adjusted Gross Margin
|
$ 338.5
|
32.9%
|
$ 230.9
|
39.1%
|
$ 977.7
|
34.4%
|
$ 726.2
|
39.4%
|
D. Organic Sales Growth by Segment
|
Three Months
Ended
|
|
February 26,
2022
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Net Sales, as
reported
|
$
365.1
|
$
123.4
|
$
212.8
|
$
336.9
|
$
(8.7)
|
$
1,029.5
|
% change from
PY
|
25.6%
|
25.9%
|
5.5%
|
N/A
|
N/A
|
74.3%
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Acquisitions
|
—
|
—
|
—
|
(336.9)
|
8.7
|
(328.2)
|
Currency Translation
Effects (1)
|
0.3
|
4.1
|
4.0
|
—
|
—
|
8.4
|
Net Sales,
organic
|
$
365.4
|
$
127.5
|
$
216.8
|
$
—
|
$
—
|
$ 709.7
|
% change from PY
|
25.9%
|
30.1%
|
7.4%
|
N/A
|
N/A
|
20.3%
|
Note: Knoll net sales
for the three month period from November 30 to February 28 in the
prior fiscal year were $264.3 million, reflecting an increase of
27.5% versus the comparable period in the prior year.
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
February 27,
2021
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Net Sales, as
reported
|
$
290.7
|
$
98.0
|
$
201.8
|
$
—
|
$
—
|
$ 590.5
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Dealer Divestitures
|
(0.4)
|
—
|
—
|
—
|
—
|
(0.4)
|
Net sales,
organic
|
$
290.3
|
$
98.0
|
$
201.8
|
$
—
|
$
—
|
$ 590.1
|
(1) Currency
translation effects represent the estimated net impact of
translating current period sales and orders using the average
exchange rates applicable to the comparable prior year
period
|
|
Nine Months
Ended
|
|
February 26,
2022
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Net Sales, as
reported
|
$ 1,052.0
|
$
347.4
|
$
635.4
|
$
829.5
|
$
(18.8)
|
$
2,845.5
|
% change from
PY
|
4.4%
|
18.4%
|
17.2%
|
N/A
|
N/A
|
54.3%
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Acquisitions
|
—
|
—
|
—
|
(829.5)
|
18.8
|
(810.7)
|
Currency Translation
Effects (1)
|
(1.4)
|
(0.7)
|
2.3
|
—
|
—
|
0.2
|
Net Sales,
organic
|
$ 1,050.6
|
$
346.7
|
$
637.7
|
$
—
|
$
—
|
$
2,035.0
|
% change from PY
|
4.3%
|
18.1%
|
17.6%
|
N/A
|
N/A
|
10.4%
|
|
|
|
|
|
|
|
|
Nine Months
Ended
|
|
February 27,
2021
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Net Sales, as
reported
|
$ 1,008.0
|
$
293.5
|
$
542.1
|
$
—
|
$
—
|
$
1,843.6
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Dealer
Divestitures
|
(0.4)
|
—
|
—
|
—
|
—
|
(0.4)
|
Net sales,
organic
|
$ 1,007.6
|
$
293.5
|
$
542.1
|
$
—
|
$
—
|
$
1,843.2
|
(1) Currency
translation effects represent the estimated net impact of
translating current period sales and orders using the average
exchange rates applicable to the comparable prior year
period
|
E. Organic Order Growth by Segment
|
Three Months
Ended
|
|
February 26,
2022
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Orders, as
reported
|
$
370.7
|
$
158.1
|
$
206.2
|
$
369.2
|
$
(8.3)
|
$
1,095.9
|
% change from
PY
|
36.3%
|
70.0%
|
2.5%
|
N/A
|
N/A
|
93.6%
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Acquisitions
|
—
|
—
|
—
|
(369.2)
|
8.3
|
(360.9)
|
Currency Translation
Effects (1)
|
0.4
|
3.8
|
3.7
|
—
|
—
|
7.9
|
Orders,
organic
|
$
371.1
|
$
161.9
|
$
209.9
|
$
—
|
$
—
|
$ 742.9
|
% change from PY
|
36.9%
|
74.1%
|
4.4%
|
N/A
|
N/A
|
31.5%
|
Note: Knoll orders for
the three month period from November 30 to February 28 in the prior
fiscal year were $269.9 million, reflecting an increase of 36.8%
versus the comparable period in the prior year.
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
February 27,
2021
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Orders, as
reported
|
$
272.0
|
$
93.0
|
$
201.1
|
$
—
|
$
—
|
$ 566.1
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Dealer
Divestitures
|
(1.0)
|
—
|
—
|
—
|
—
|
(1.0)
|
Orders,
organic
|
$
271.0
|
$
93.0
|
$
201.1
|
$
—
|
$
—
|
$ 565.1
|
(1) Currency
translation effects represent the estimated net impact of
translating current period sales and orders using the average
exchange rates applicable to the comparable prior year
period
|
|
Nine Months
Ended
|
|
February 26,
2022
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Orders, as
reported
|
$ 1,212.2
|
$
420.6
|
$
654.3
|
$
904.1
|
$
(21.0)
|
$
3,170.2
|
% change from
PY
|
36.2%
|
44.3%
|
14.7%
|
N/A
|
N/A
|
81.0%
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Acquisitions
|
—
|
—
|
—
|
(904.1)
|
21.0
|
(883.1)
|
Currency Translation
Effects (1)
|
(1.8)
|
(0.8)
|
2.0
|
—
|
—
|
(0.6)
|
Orders,
organic
|
$ 1,210.4
|
$
419.8
|
$
656.3
|
$
—
|
$
—
|
$
2,286.5
|
% change from PY
|
36.2%
|
44.1%
|
15.0%
|
N/A
|
N/A
|
30.6%
|
|
|
|
|
|
|
|
|
Nine Months
Ended
|
|
February 27,
2021
|
|
Americas
|
International
|
Retail
|
Knoll
|
Intersegment
Elimination
|
Total
|
Orders, as
reported
|
$
890.0
|
$
291.4
|
$
570.5
|
$
—
|
$
—
|
$
1,751.9
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
Dealer
Divestitures
|
(1.0)
|
—
|
—
|
—
|
—
|
(1.0)
|
Orders,
organic
|
$
889.0
|
$
291.4
|
$
570.5
|
$
—
|
$
—
|
$
1,750.9
|
(1) Currency
translation effects represent the estimated net impact of
translating current period sales and orders using the average
exchange rates applicable to the comparable prior year
period
|
F. Design Within Reach Studio Metrics
|
Studio Count
|
Studio Selling Square Footage
|
|
Three Months
Ended
|
Nine Months
Ended
|
Three Months
Ended
|
Nine Months
Ended
|
|
2/26/22
|
2/27/21
|
2/26/22
|
2/27/21
|
2/26/22
|
2/27/21
|
2/26/22
|
2/27/21
|
Beginning of
Period
|
35
|
34
|
35
|
34
|
378,252
|
376,052
|
378,252
|
376,052
|
Studio
Openings
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Studio
Closings
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
End of Period
|
35
|
34
|
35
|
34
|
378,252
|
376,052
|
378,252
|
376,052
|
Comparable Studios, End
of Period*
|
34
|
34
|
34
|
34
|
|
|
|
|
Non-Comparable Studios,
End of Period
|
1
|
—
|
1
|
4
|
|
|
|
|
DWR Comparable Brand
Sales*
|
16.2%
|
36.8%
|
30.1%
|
(10.8)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*DWR comparable brand
sales reflect the year-over-year change in net sales across the
multiple channels that DWR serves, including studios, outlets,
contract, catalog, phone and eCommerce. Comparable studios reflect
studios that were fully operational for the applicable current and
prior year periods.
|
Note: Retail segment sales also include sales through eCommerce,
outlet store, call center and wholesale channels.
G. Sales and Earnings Guidance - Upcoming Quarter
|
Company
Guidance
|
|
Q4 FY2022
|
Net Sales
|
$1,075M to
$1,115M
|
Gross Margin
%
|
33.8% to
34.8%
|
Operating
Expenses
|
$308M to
$318M
|
Effective Tax
Rate
|
21%-23%
|
Earnings Per Share,
Diluted
|
$0.46 to
$0.52
|
Q&A Webcast
The Company will host a live question and answer webcast to
discuss the results of the third quarter of fiscal 2022 on Tuesday,
March 29, 2022, at 5:30 PM ET.
To ensure your access to the webcast, you should allow extra time
to visit the Company's website at
https://www.millerknoll.com/investor-relations/news-events/events-and-presentations
to download the streaming software necessary to participate. An
online archive of the presentation will be available on the website
later that day.
About MillerKnoll
MillerKnoll is a collective of dynamic brands and one of the
largest and most influential modern design companies in the world.
The company is a result of a deep legacy of design, innovation, and
social good. The MillerKnoll brand portfolio includes Herman
Miller, Knoll, Colebrook Bosson Saunders, DatesWeiser, DWR,
Edelman Leather, Fully, Geiger, HAY,
Holly Hunt, KnollTextiles, Maars
Living Walls, Maharam, Muuto, naughtone, and Spinneybeck|FilzFelt.
Guided by a shared vision, common values, and a steadfast
commitment to design, MillerKnoll innovates and designs the future
while contributing to a more equitable and sustainable future for
all.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements relate to future events and anticipated results of
operations, business strategies, the anticipated benefits of our
acquisition of Knoll, the anticipated impact of the acquisition on
the combined company's business and future financial and operating
results, the expected amount and timing of synergies from the
acquisition, and other aspects of our operations or operating
results. These forward-looking statements generally can be
identified by phrases such as "will," "expects," "anticipates,"
"foresees," "forecasts," "estimates" or other words or phrases of
similar import. It is uncertain whether any of the events
anticipated by the forward-looking statements will transpire or
occur, or if any of them do, what impact they will have on the
results of operations and financial condition of MillerKnoll or the
price of MillerKnoll's stock. These forward-looking statements
involve certain risks and uncertainties, many of which are beyond
MillerKnoll's control, that could cause actual results to differ
materially from those indicated in such forward-looking statements,
including but not limited to: inflationary pressures; supply chain
disruptions and labor shortages; the impact of the war in
Ukraine on our global business,
including the effects on our supply chain; the impact of public
health crises, such as pandemics (including coronavirus (COVID-19))
and epidemics, and any related company or government policies and
actions to protect the health and safety of individuals or
government policies or actions to maintain the functioning of
national or global economies and markets; risks related to the
additional debt incurred in connection with the Knoll acquisition;
MillerKnoll's ability to comply with its debt covenants and
obligations; the risk that the anticipated benefits of the Knoll
acquisition will be more costly to realize than expected; the
effect of the announcement of the acquisition on the ability of
MillerKnoll to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom
MillerKnoll does business, or on MillerKnoll's operating results
and business generally; the ability to successfully integrate
Knoll's operations; the ability of MillerKnoll to implement its
plans, forecasts and other expectations with respect to the Knoll
acquisition and realize expected synergies; business disruption
following the acquisition; general economic conditions; the
availability and pricing of raw materials; the financial strength
of our dealers and the financial strength of our customers; the
success of newly-introduced products; the pace and level of
government procurement; and the outcome of pending litigation or
governmental audits or investigations. For additional information
about other factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to MillerKnoll's periodic reports and other filings
with the SEC, including the risk factors identified in
MillerKnoll's most recent Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K. The forward-looking statements included in
this communication are made only as of the date hereof. MillerKnoll
does not undertake any obligation to update any forward-looking
statements to reflect subsequent events or circumstances, except as
required by law.
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SOURCE MillerKnoll, Inc.