<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
/X/ QUARTERLY 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 Quarter Ended November 27, 1993 Commission File No. 0-5813
HERMAN MILLER, INC.
A Michigan Corporation ID No. 38-0837640
855 Main Avenue, PO Box 302, Zeeland, MI 49464-0302 Phone (616) 654 3000
Herman Miller, Inc.
(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 Yes /X/ No / /
(2) has been subject to such filing requirements for the past 90
days. Yes /X/ No / /
Common Stock Outstanding at December 30, 1993--25,103,990 shares.
The Exhibit Index appears at page 14.
<PAGE> 2
HERMAN MILLER, INC. FORM 10-Q
FOR THE QUARTER ENDED NOVEMBER 27, 1993
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I--Financial Information
Condensed Consolidated Balance Sheets--
November 27, 1993, and May 29, 1993 3
Condensed Consolidated Statements of Operations--
Three Months and Six Months Ended November 27, 1993,
and November 28, 1992 4
Condensed Consolidated Statements of Cash Flows--
Six Months Ended November 27, 1993
and November 28, 1992 5
Notes to Condensed Consolidated Financial Statements 6-7
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
Part II--Other Information
Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibit Index 14
</TABLE>
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HERMAN MILLER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
November 27, May 29, November 27, May 29,
1993 1993 1993 1993
------------ -------- ---------- --------
(unaudited) (audited) (unaudited) (audited)
<S> <C> <C> <C> <C> <C>
ASSETS LIABILITIES & SHAREHOLDERS' EQUITY
- ------ ----------------------------------
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents $ 24,155 $ 16,531 Current maturities of long-term debt $ 529 $ 515
Accounts receivable, net 126,959 111,218 Notes payable 27,352 18,234
Inventories -- Accounts payable 41,985 38,654
Finished goods 19,307 18,923 Accruals 90,236 87,456
-------- -------
Work in process 7,032 6,692 Total current liabilities 160,102 144,859
-------- -------
Raw materials 33,248 30,423
---------- --------
Total inventories 59,587 56,038 LONG-TERM DEBT, less current
---------- -------- maturities 20,870 21,128
Prepaid expenses and current
deferred income taxes 23,333 23,783 DEFERRED TAXES 7,185 7,412
---------- -------
Total current assets 234,034 207,570 OTHER LIABILITIES 28,560 27,001
---------- -------
PROPERTY AND EQUIPMENT, AT COST 447,480 431,407 SHAREHOLDERS' EQUITY:
Less-accumulated depreciation 215,519 202,963 Common stock $.20 par value 5,059 5,001
---------- -------
Net property and equipment 231,961 228,444 Additional paid-in capital 36,451 29,863
---------- -------
Retained earnings 263,918 251,831
OTHER ASSETS: Cumulative translation adjustment (2,344) (1,349)
Notes receivable, net 38,578 32,174 Unearned stock grant compensation (1,110) (1,404)
-------- -------
Other noncurrent assets 14,118 16,154
---------- -------
Total shareholders' equity 301,974 283,942
-------- -------
Total liabilities and
Total assets $ 518,691 $484,342 shareholders' equity $518,691 $484,342
---------- -------- -------- --------
---------- -------- -------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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HERMAN MILLER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------- ---------------------
Nov. 27, Nov. 28, Nov. 27, Nov. 28,
1993 1992 1993 1992
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $241,822 $ 204,974 $ 463,388 $404,570
COST AND EXPENSES:
Cost of goods sold 157,492 136,114 302,735 267,314
Operating expenses 67,340 62,142 130,527 125,733
Interest expense 317 699 744 1,238
Other income, net (810) (39) (1,675) (482)
-------- -------- ------- -------
224,339 198,916 432,331 393,803
-------- ------- ------- -------
INCOME BEFORE TAXES ON INCOME 17,483 6,058 31,057 10,767
PROVISION FOR TAXES ON INCOME 6,300 2,500 12,400 4,800
------- ------ ------- ------
NET INCOME $ 11,183 $ 3,558 $ 18,657 $ 5,967
------- -------- --------- -------
------- -------- --------- -------
NET INCOME PER SHARE $ .44 $ .14 $ .74 $ .24
--------- --------- --------- ---------
--------- --------- --------- ---------
DIVIDENDS PER SHARE OF COMMON STOCK $ .13 $ .13 $ .26 $ .26
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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HERMAN MILLER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
----------------
Nov. 27, Nov. 28,
1993 1992
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 18,657 $ 5,967
Depreciation and amortization 16,891 16,066
Other, net (9,841) 16,891
-------- --------
Net cash provided by operating activities 25,707 38,924
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable repayments 189,556 154,037
Notes receivable issued (197,210) (155,790)
Capital expenditures ( 18,236) (17,081)
Other, net 1,139 (3,101)
-------- --------
Net cash used for investing activities (27,029) (21,935)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net common stock issued 8,281 1,047
Net long-term debt repayments (57) (8,892)
Net short-term debt borrowings 9,404 5,797
Dividends paid (6,534) (6,553)
Common stock purchased and retired (1,634) (8,155)
Other, net (138) (140)
-------- --------
Net cash provided by (used for) financing activities 9,322 (16,896)
-------- --------
EFFECT OF EXCHANGE RATE
CHANGES ON CASH (376) (911)
-------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 7,624 (818)
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD 16,531 16,949
-------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 24,155 $ 16,131
-------- --------
-------- --------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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HERMAN MILLER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOOTNOTE DISCLOSURES
The condensed consolidated financial statements have been prepared by the
company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. The company believes that the disclosures made in this document
are adequate to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the company's Annual Report
on Form 10-K for the year ended May 29, 1993.
FISCAL YEAR
The company's fiscal year ends on the Saturday closest to May 31.
SUPPLEMENTAL CASH FLOW INFORMATION
Cash and cash equivalents include all highly liquid debt instruments purchased
as part of the company's cash management function. Due to the short maturities
of these items, the carrying amount approximates fair value.
Cash payments for income taxes and interest (in thousands) were as follows:
<TABLE>
<CAPTION>
Six Months Ended
-----------------
November 27, November 28,
1993 1992
----------------- ---------------
<S> <C> <C>
Interest paid $ 729 $1,061
Income taxes paid $13,506 $8,247
</TABLE>
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<PAGE> 7
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 infringes 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 company has received a written opinion from its
patent counsel that such patent counsel do not believe the company has been
selling an infringing product. The litigation is in a preliminary stage, and
the company is defending its position vigorously.
Additionally, there are various other claims and legal proceedings pending
against the company arising from its operations.
At this time, management does not expect these matters to have a material
adverse effect on the company's consolidated financial position. However, the
outcome of these matters is not subject to prediction with certainty.
REPORT OF MANAGEMENT
In the opinion of the company, the accompanying unaudited condensed
consolidated financial statements taken as a whole contain all adjustments,
consisting of only a normal and recurring nature, necessary to present fairly
the financial position of the company as of November 27, 1993, and the results
of its operations and cash flows for the six months then ended. Interim results
are not necessarily indicative of results for a full year.
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<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the company's financial condition and earnings
during the periods included in the accompanying condensed consolidated
financial statements.
A. Financial Summary
A summary of the period-to-period changes is shown below.
All amounts are increases (decreases) unless otherwise
noted. Dollars are shown in thousands.
<TABLE>
<CAPTION>
Three Months Six Months
------------------------ -----------------------
$ % $ %
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
NET SALES 36,848 18.0 58,818 14.5
COST OF GOODS SOLD 21,378 15.7 35,421 13.3
OPERATING EXPENSES 5,198 8.4 4,794 3.8
INTEREST EXPENSE (382) (54.6) (494) (39.9)
OTHER (INCOME) EXPENSE, NET (771)* (1,976.9) (1,193)* (247.7)
INCOME BEFORE TAXES ON INCOME 11,425 188.6 20,290 188.4
PROVISION FOR TAXES ON INCOME 3,800 152.0 7,600 158.3
NET INCOME 7,625 214.3 12,690 212.7
</TABLE>
* Represents an increase in other income
-8-
<PAGE> 9
B. Results of Operations
Net sales increased $36.8 million, or 18.0 percent,
over second quarter results a year ago. For the
second three months of 1994, the company had net
sales of $241.8 million, compared with net sales of
$205.0 million in the second three months last year.
For the first six months of 1994, the company had net
sales of $463.4 million, compared to net sales of
$404.6 million in the first six months last year.
Net sales of $241.8 million for the second quarter
were the highest recorded in any quarter of the
company's history. According to the most recent
statistics of the Business and Institutional
Furniture Manufacturers Association (BIFMA), United
States office furniture sales for both the last five-
and ten- month periods increased between 5 and 6
percent over the same periods a year ago. This
compares with the company's year-over-year United
States net growth rates of 16.5 percent and 14.4
percent for the last 6 and 12 months, respectively.
Consolidated order entry through the fourth week of
December remains strong on a comparative basis with
year-ago levels.
Net sales of international operations and export
sales from the United States in the second quarter
ended November 27, 1993, totaled $40.2 million
compared with $30.8 million last year. For the first
six months of 1994, net sales of international
operations and export sales from the United States
were $65.8 million compared with $63.1 million last
year.
The backlog of unfilled orders at November 27, 1993,
was $140.7 million compared with $140.4 million a
year earlier, and $132.1 million at August 28, 1993.
New orders received in the second quarter increased
$23.8 million to $250.5 million, or 10.5 percent,
when compared to the same period a year ago. New
orders for the first six months increased $45.6
million, or 10.6 percent, when compared to the first
six months of fiscal 1993. New orders for the first
six months of fiscal 1994 also were a company record
for a six-month period.
Gross margin increased to 34.9 percent during the
second quarter of 1994, compared to a gross margin of
33.6 percent for the same period last year. The gross
margin for the first six months increased to 34.7
percent of net sales compared with 33.9 percent in
the prior year. This primarily was attributable to
increased volume in fiscal year 1994, which more
effectively utilizes fixed overhead.
Operating expenses, including design and research,
were $67.3 million for the second quarter, an
increase of $5.2 million, or 8.4 percent, over second
quarter last year. Operating expenses for the first
six months of 1993 were $130.5 million, a $4.8
million increase over the $125.7 million operating
expenses for the first six
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<PAGE> 10
months of 1993. As a percent of net sales, operating
expenses were 28.2 and 31.1 for the first six months
of the current and prior year, respectively. The
decrease as a percent of net sales directly was
attributable to the increase in net sales as well as
a lower fixed cost structure as a result of the
company's ongoing restructuring and cost reduction
efforts.
Interest expense decreased $.4 million over second
quarter 1993. The decrease primarily was a result of
reduced long- and short-term borrowings. Total
interest bearing debt was $48.8 million at the end of
the second quarter of fiscal 1994, compared with
$49.9 million at November 28, 1992.
Net other income increased $.8 million over second
quarter 1993. For the first six months of 1994, net
other income increased to $1.7 million from $.5
million in the prior year.
The effective tax rate was 39.9 percent for the first
six months of 1994, compared with 44.6 percent for
the same period last year. The effective tax rate
decreased for the first six months due to a reduction
in European losses year to date in fiscal 1994 over
fiscal 1993.
Net income increased to $11.2 million in the second
quarter, compared to $3.6 million income for the same
period last year. Net income for the first six months
of 1994 was $18.7 million compared to $6.0 million
for the same period last year. Net income for the
second quarter was the best recorded in 3.5 years.
Net income from the company's international
operations and export sales from the United States
for the second quarter increased to net income of
$1.5 million compared with a net loss of $1.3 million
last year. The first six months increased $2.3
million to a $.9 million loss, compared with net loss
of $3.2 million for the same period last year.
The company's international results were affected by
significant project business in both Asia/Pacific and
Latin America regions, which more than doubled total
second quarter sales in these regions over last year
and also contributed to the highest net income from
international and United States exports in three
years. While European net sales fell 4 percent
versus a year ago, European results improved for the
second quarter $.5 million due to cost reduction and
restructuring measures initiated last year. During
the second quarter, order entry in Europe was weak on
a year-to-year comparative basis, but was stronger on
a sequential basis over the first quarter.
Asia/Pacific and Latin America second quarter orders
were strong on both a comparative and sequential
basis. Prolonged sluggish growth in Continental
Europe and Japan will continue to contribute to the
uncertainty and volatility of the company's
international results.
The second quarter of fiscal 1994 marked the fourth
consecutive quarter of favorable year-to-year
comparisons in both net sales and net income.
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<PAGE> 11
C. Financial Condition, Liquidity, and Capital Resources
First Six Months FY 1994 versus First Six Months FY 1993
The first six months' cash flow from operating
activities totaled $25.7 million when compared to net
income of $18.7 million. Higher volume for the last
six months increased demand for working capital and
lessened cash flow from operations. However, accounts
receivable and inventory as well as all other assets
(except cash) increased less on a percentage basis
than the 14.5 percent increase in net sales for the
last six months. Asset utilization, as measured by
the ratio of net sales-to-average assets, improved to
1.85 in fiscal 1994 from 1.73 in the first six months
in fiscal 1993. Net return-on-average total assets
(ROA) and net return-on-average total equity (ROE)
both improved to 7.4 percent and 12.7 percent,
respectively, versus 2.6 percent and 4.4 percent a
year ago, respectively.
The company is committed to the 2.0 million share
repurchase program announced in January 1991 and
resumed purchases in the second quarter of fiscal
1994. During the three months ended November 27,
1993, 65,000 shares were repurchased at an average
cost of $25.14 per share. This brought the total
shares repurchased since January of 1991 to 1.41
million shares at an average cost of $17.44 per
share. All share repurchases have been made on the
open market on an unsolicited basis.
Other than described above, there were no significant
changes to the company's overall financial condition
during the first six months of fiscal year 1994. The
company's planned capital requirements for the
remainder of the fiscal year include approximately
$24 million of capital expenditures and long-term
debt repayments. Management believes that the
company's cash and cash equivalents, combined with
cash generated from operations and, if necessary,
additional available external financing capability,
will be adequate to meet anticipated liquidity needs
for operations.
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<PAGE> 12
Part II
Item 6: Exhibits and Reports on Form 8-K
1. Exhibits
See Exhibit Index
2. Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended November 27,
1993.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
HERMAN MILLER, INC.
January 4, 1994 /s/ J. KERMIT CAMPBELL
-------------------------
J. Kermit Campbell
(President and
Chief Executive Officer)
January 4, 1994 /s/ JAMES H. BLOEM
-------------------------
James H. Bloem
(Vice President,
Chief Financial Officer,
and Principal Accounting Officer)
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<PAGE> 14
*Exhibit Index
(11) Computations of earnings per common share.
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<PAGE> 1
EXHIBIT 11
HERMAN MILLER, INC.
COMPUTATIONS OF EARNINGS PER COMMON SHARE
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------- -------------------------
Nov. 27, Nov. 28, Nov. 27, Nov. 28,
1993 1992 1993 1992
-------- -------- --------- -------
<S> <C> <C> <C> <C>
NET INCOME APPLICABLE
TO COMMON SHARES $ 11,183 $ 3,558 $ 18,657 $ 5,967
---------- ------- --------- ---------
---------- ------- --------- ---------
Weighted Average Common
Shares Outstanding 25,244,718 24,928,583 25,190,088 25,056,392
Net Common Shares
Issuable Upon Exercise
of Certain Stock Options 160,333 2,618 166,423 4,745
---------- ------- -------- ---------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING AS ADJUSTED 25,405,051 24,931,201 25,356,511 25,061,137
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
NET INCOME PER SHARE $ .44 $ .14 $ .74 $ .24
----------- ---------- ----------- -----------
----------- ---------- ----------- -----------
</TABLE>
