ZEELAND,
Mich., March 27, 2024 /PRNewswire/ -- MillerKnoll
Inc. (NASDAQ: MLKN) today reported results for the third
quarter of fiscal year 2024, which ended March 2, 2024.
Business Highlights
- Consolidated Gross margin improved 450 basis points over the
prior year, with expansion reported in all three segments.
- Continued actions focused on streamlining and reducing the
operating cost structure and enhancing operating efficiencies while
driving long-term top line growth and margin improvement.
- $153 million of run-rate cost
synergies related to the Knoll integration captured to date.
Third Quarter Fiscal 2024 Financial Results
|
(Unaudited)
|
(Unaudited)
|
|
Three Months
Ended
|
Nine Months
Ended
|
(Dollars in
millions, except per share data)
|
March 2,
2024
|
March 4,
2023
|
% Chg.
|
March 2,
2024
|
March 4,
2023
|
% Chg.
|
|
(13 weeks)
|
(13 weeks)
|
|
(39 weeks)
|
(40 weeks)
|
|
Net sales
|
$
872.3
|
$
984.7
|
(11.4) %
|
$ 2,739.5
|
$ 3,130.4
|
(12.5) %
|
Gross margin
%
|
38.6 %
|
34.1 %
|
N/A
|
39.0 %
|
34.4 %
|
N/A
|
Operating
expenses
|
$
294.2
|
$
314.4
|
(6.4) %
|
$
923.6
|
$
964.6
|
(4.3) %
|
Adjusted operating
expenses*
|
$
278.9
|
$
277.6
|
0.5 %
|
$
878.5
|
$
891.2
|
(1.4) %
|
Effective tax
rate
|
16.0 %
|
31.2 %
|
N/A
|
20.5 %
|
19.5 %
|
N/A
|
Adjusted effective tax
rate*
|
20.3 %
|
22.5 %
|
N/A
|
22.7 %
|
22.5 %
|
N/A
|
Earnings per share -
diluted
|
$
0.30
|
$
0.01
|
N/A
|
$
0.97
|
$
0.56
|
73.2 %
|
Adjusted earnings per
share - diluted*
|
$
0.45
|
$
0.54
|
(16.7) %
|
$
1.41
|
$
1.44
|
(2.1) %
|
*Items indicated
represent Non-GAAP measurements; see the reconciliations of
Non-GAAP financial measures and related explanations
below.
|
To our shareholders:
Our teams continue to make great progress towards improving our
profitability metrics with this quarter's Gross margins surpassing
last year's levels across the three business segments despite
volume declines. While the latter is driven by the current macro
environment, we are building a fundamentally stronger company,
protecting our profitability and enhancing our operational
efficiency.
Overall demand patterns across much of our business have
continued to be sluggish, driven by elevated interest rates in
major markets around the world, ongoing geopolitical concerns, and
a lagging housing market in the U.S. Nonetheless, our optimism
remains buoyed by a range of internal and external indicators which
suggest that with more stable economic conditions, growth will
resume in a meaningful way. In the near-term, we remain focused on
adjusting and optimizing our cost structure while protecting
investments that will better position us to thrive as market
conditions improve. To this end, subsequent to the end of this
quarter, we implemented restructuring measures aimed at
streamlining our selling, general, and administrative structure to
better align with current market conditions and potential
opportunities. These measures included a workforce reduction and
showroom consolidations, among other initiatives.
Third Quarter Fiscal 2024 Consolidated Results
Consolidated net sales for the third quarter were $872.3 million, reflecting a decrease of 11.4% on
a reported basis and a decrease of 10.1% organically compared to
the same period last year. Orders in the quarter of $830.3 million were 6.2% lower on a reported
basis and 4.7% lower organically compared to the prior year.
Gross margin in the quarter was 38.6%, which is 450 basis points
higher than the same period last year. The main drivers of the
year-over-year increase in Gross margin were the realization of
price optimization strategies; improved freight, distribution and
inventory management; an impairment charge recorded in the prior
year; and benefits from our ongoing synergy efforts. This is the
fifth consecutive quarter of consolidated year-over-year adjusted
Gross margin expansion.
Consolidated operating expenses for the quarter were
$294.2 million, compared to
$314.4 million in the prior year.
Consolidated adjusted operating expenses were $278.9 million, compared to $277.6 million in the prior year.
Operating margin for the quarter was 4.9% compared to 2.2% in
the same quarter last year. On an adjusted basis, consolidated
operating margin for the quarter was 6.7%. In the third quarter of
last year, adjusted operating margin totaled 7.5%.
Reported diluted earnings per share were $0.30 for the quarter, compared to $0.01 for the same period last year. Adjusted
diluted earnings per share this quarter totaled $0.45, compared to $0.54 for the same period last year.
As of March 2, 2024, our liquidity position reflected cash
on hand and availability on our revolving credit facility totaling
$558 million. During the third
quarter, the business generated $60.6 million of cash flow from operations.
We repurchased approximately 1.5 million shares for a total cash
outlay of $40.0 million. We
ended the third quarter with a net debt-to-EBITDA ratio, as defined
by our lending agreement, of 2.65x. Our scheduled debt maturities
(which exclude the maturity of the revolver) for the remainder of
fiscal year 2024, and for fiscal years 2025, 2026 and 2027 are
$11.0 million, $41.3 million, $46.2
million and $276.3 million
respectively.
As of the end of the third quarter, we have achieved
$153 million in run-rate cost
synergies resulting from the acquisition of Knoll, Inc. in the
first quarter of fiscal 2022. We continue to make meaningful
progress on our integration plans expecting total run-rate cost
synergies of $160 million per year by
July 2024, which is the third-year
anniversary of the Knoll, Inc. acquisition.
Third Quarter Fiscal 2024 Results by Segment
Americas Contract
For the third quarter, the Americas
Contract segment posted net sales totaling $441.1 million, down 9.0% year-over-year on a
reported basis and down 9.2% organically. New orders in the quarter
totaled $420.1 million, down 9.0%
year-over-year on a reported basis and down 9.4% organically. With
minimal improvement in the economic landscape, demand continued to
be softer than expected. Although we remain confident that such an
improvement is on the horizon, the persistence of inflationary
pressures and high interest rates continues to weigh on both
business and consumer sentiment. Still, key forward-looking
indicators, including customer inquiries, project mock-up requests,
and the overall volume of project opportunities give us confidence
that demand will improve as we move through the calendar year.
Adjusted operating margin for the Americas Contract segment was
8.1%, 70 basis points lower year-over-year. The main driver of this
variance was lower year-over-year sales, which were partially
offset by Gross margin expansion resulting from favorable
price/cost dynamics, moderating input costs and the realization of
synergy benefits.
International Contract and Specialty
The International
Contract and Specialty segment delivered net sales in the third
quarter of $217.3 million, down 10.4%
on a reported basis and down 10.6% organically on a year-over-year
basis. New orders totaled $227.6
million, representing a year-over-year increase of 8.3% and
7.9% on a reported and organic basis, respectively. Month to month
demand patterns remain inconsistent but grew in both December and
February driven by mainland Europe
along with South Korea,
India, China, Australia and the Middle East. The transition from Herman Miller to full-line MillerKnoll dealers
continues to gain traction. Currently over 40% of the international
network is offering the MillerKnoll product portfolio with a steady
cadence of more transitions planned in the coming months.
Adjusted operating margin for this segment was 10.4%, 110 basis
points lower year-over-year driven by lower sales. In spite of
this, we continue to expand Gross margins due to favorable regional
and product mix, improved freight and distribution management and
proactive restructuring initiatives taken earlier in the year that
have enhanced year-over-year manufacturing efficiency.
Global Retail
Net sales in the third quarter for our
Global Retail segment totaled $213.9
million, a decline of 17.0% over the same quarter last year
on a reported basis and down 11.3% organically mainly driven by
soft housing-related demand. New orders in the quarter totaled
$182.6 million, down 14.6% compared
to the same period last year on a reported basis and down 7.1%
organically. Despite facing challenges from macro-economic
conditions, we are steadfast in enriching our in-store experiences,
growing the product assortment and boosting brand awareness. This
strategic approach aims to cultivate brand loyalty and stimulate
greater engagement, mitigating the impact of external economic
factors on organic demand.
Adjusted operating margin for this segment was 5.6%, 10 basis
points higher year-over-year, despite the decrease in net sales.
The main drivers of the margin expansion were improved operational
and delivery efficiencies, and favorable product mix.
Fourth Quarter and Fiscal 2024 Outlook
Given the demand patterns we experienced in the third quarter
and what remains a generally tepid near-term macro-economic
backdrop, we expect net sales in the fourth quarter of fiscal 2024
to range between $880 million and
$920 million. Adjusted diluted
earnings per share for the period are expected to be between
$0.49 and $0.57. The mid-point of this earnings range
implies year-over-year growth of approximately 29% from the
adjusted diluted earnings per share we reported in the fourth
quarter of last fiscal year. Based on this forecast, we expect full
year adjusted diluted earnings per share of between $1.90 and $1.98.
Andi Owen
|
|
Jeff
Stutz
|
|
President and Chief Executive Officer
|
|
Chief Financial
Officer
|
|
Webcast and Conference Call Information
The Company
will host a conference call and webcast to discuss the results of
the third quarter of fiscal 2024 on Wednesday, March 27, 2024,
at 5:00 PM ET. To ensure
participation, 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 webcast will also be available on the
Company's investor relations website. Additional links to materials
supporting the release will also be available at
https://www.millerknoll.com/investor-relations.
Financial highlights for the three and nine months ended
March 2, 2024 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
|
March 2,
2024
|
|
March 4,
2023
|
|
March 2,
2024
|
|
March 4,
2023
|
Net sales
|
$ 872.3
|
100.0 %
|
|
$ 984.7
|
100.0 %
|
|
$
2,739.5
|
100.0 %
|
|
$
3,130.4
|
100.0 %
|
Cost of
sales
|
535.3
|
61.4 %
|
|
649.1
|
65.9 %
|
|
1,672.4
|
61.0 %
|
|
2,055.1
|
65.6 %
|
Gross margin
|
337.0
|
38.6 %
|
|
335.6
|
34.1 %
|
|
1,067.1
|
39.0 %
|
|
1,075.3
|
34.4 %
|
Operating
expenses
|
294.2
|
33.7 %
|
|
314.4
|
31.9 %
|
|
923.6
|
33.7 %
|
|
964.6
|
30.8 %
|
Operating
earnings
|
42.8
|
4.9 %
|
|
21.2
|
2.2 %
|
|
143.5
|
5.2 %
|
|
110.7
|
3.5 %
|
Other expenses,
net
|
15.3
|
1.8 %
|
|
19.6
|
2.0 %
|
|
50.6
|
1.8 %
|
|
53.8
|
1.7 %
|
Earnings before income
taxes and equity income
|
27.5
|
3.2 %
|
|
1.6
|
0.2 %
|
|
92.9
|
3.4 %
|
|
56.9
|
1.8 %
|
Income tax
expense
|
4.4
|
0.5 %
|
|
0.5
|
0.1 %
|
|
19.0
|
0.7 %
|
|
11.1
|
0.4 %
|
Equity (loss) income,
net of tax
|
—
|
— %
|
|
—
|
— %
|
|
(0.3)
|
— %
|
|
0.2
|
— %
|
Net
earnings
|
23.1
|
2.6 %
|
|
1.1
|
0.1 %
|
|
73.6
|
2.7 %
|
|
46.0
|
1.5 %
|
Net earnings
attributable to redeemable noncontrolling interests
|
0.9
|
0.1 %
|
|
0.7
|
0.1 %
|
|
1.2
|
— %
|
|
3.8
|
0.1 %
|
Net earnings
attributable to MillerKnoll, Inc.
|
$
22.2
|
2.5 %
|
|
$
0.4
|
— %
|
|
$
72.4
|
2.6 %
|
|
$
42.2
|
1.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per common
share attributable to MillerKnoll, Inc.
|
|
Earnings per share -
basic
|
$0.31
|
|
$0.01
|
|
$0.98
|
|
$0.56
|
Weighted average basic
common shares
|
72,720,734
|
|
75,463,071
|
|
73,952,015
|
|
75,442,780
|
Earnings per share -
diluted
|
$0.30
|
|
$0.01
|
|
$0.97
|
|
$0.56
|
Weighted average
diluted common shares
|
74,146,826
|
|
76,066,215
|
|
74,616,391
|
|
76,036,144
|
|
MillerKnoll,
Inc.
Condensed
Consolidated Statements of Cash Flows
|
|
|
Nine Months
Ended
|
(Unaudited) (Dollars
in millions)
|
March 2,
2024
|
|
March 4,
2023
|
Cash provided by (used
in):
|
|
|
|
Operating
activities
|
$
273.9
|
|
$
70.4
|
Investing
activities
|
(61.0)
|
|
(53.2)
|
Financing
activities
|
(213.1)
|
|
(22.1)
|
Effect of exchange rate
changes
|
0.3
|
|
(8.3)
|
Net change in cash
and cash equivalents
|
0.1
|
|
(13.2)
|
Cash and cash
equivalents, beginning of period
|
223.5
|
|
230.3
|
Cash and cash
equivalents, end of period
|
$
223.6
|
|
$
217.1
|
|
MillerKnoll,
Inc.
Condensed
Consolidated Balance Sheets
|
|
(Unaudited) (Dollars
in millions)
|
March 2,
2024
|
|
June 3, 2023
|
ASSETS
|
|
|
|
Current
Assets:
|
|
|
|
Cash and cash
equivalents
|
$
223.6
|
|
$
223.5
|
Accounts receivable,
net
|
291.1
|
|
334.1
|
Unbilled accounts
receivable
|
27.6
|
|
29.4
|
Inventories,
net
|
437.4
|
|
487.4
|
Prepaid expenses and
other
|
103.7
|
|
101.8
|
Total current
assets
|
1,083.4
|
|
1,176.2
|
Net property and
equipment
|
506.2
|
|
536.3
|
Right of use
assets
|
376.8
|
|
415.9
|
Other assets
|
2,128.7
|
|
2,146.4
|
Total
Assets
|
$
4,095.1
|
|
$
4,274.8
|
|
|
|
|
LIABILITIES, REDEEMABLE
NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
|
|
|
|
Current
Liabilities:
|
|
|
|
Accounts
payable
|
$
242.0
|
|
$
269.5
|
Short-term borrowings
and current portion of long-term debt
|
40.9
|
|
33.4
|
Short-term lease
liability
|
71.1
|
|
77.1
|
Accrued
liabilities
|
326.5
|
|
322.8
|
Total current
liabilities
|
680.5
|
|
702.8
|
Long-term
debt
|
1,290.4
|
|
1,365.1
|
Lease
liabilities
|
355.2
|
|
393.7
|
Other
liabilities
|
270.9
|
|
273.0
|
Total
Liabilities
|
2,597.0
|
|
2,734.6
|
Redeemable
Noncontrolling Interests
|
107.2
|
|
107.6
|
Stockholders'
Equity
|
1,390.9
|
|
1,432.6
|
Total Liabilities,
Redeemable Noncontrolling Interests and Stockholders'
Equity
|
$
4,095.1
|
|
$
4,274.8
|
|
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 Effective Tax Rate, Adjusted
Operating Earnings (Loss), Adjusted Operating Margin, Adjusted
Earnings per Share, Adjusted Gross Margin, Adjusted Operating
Expenses, Adjusted EBITDA, Adjusted Bank Covenant EBITDA, and
Organic Growth (Decline).
Adjusted Effective Tax Rate refers to the projected full-year
GAAP tax rate, adjusted to exclude certain unusual or infrequent
events that are expected to significantly impact that rate as well
as impacts related to enactments of comprehensive tax law
changes.
Adjusted Operating Earnings (Loss) represents reported operating
earnings plus integration charges, amortization of Knoll purchased
intangibles, and restructuring expenses. These adjustments are
described further below.
Adjusted Operating Margin is calculated as adjusted operating
earnings (loss) divided by net sales.
Adjusted Earnings per Share represents reported diluted earnings
per share excluding the impact from amortization of Knoll purchased
intangibles, integration charges, restructuring expenses,
impairment charges, and the related tax effect of these
adjustments. These adjustments are described further below.
Adjusted Gross Margin represents gross margin plus impairment
charges. These adjustments are described further below.
Adjusted Operating Expenses represents reported operating
expenses excluding restructuring charges, integration charges,
amortization of Knoll purchased intangibles, and impairment
charges. These adjustments are described further below.
Adjusted EBITDA is calculated by excluding income tax expense,
interest income and expense, depreciation and amortization expense,
restructuring and integration charges from net income.
Adjusted Bank Covenant EBITDA is calculated by excluding
depreciation, amortization, interest expense, taxes from net
income, and certain other adjustments. Other adjustments include,
as applicable in the period, charges associated with business
restructuring actions, integration charges, impairment expenses,
non-cash stock-based compensation, future synergies, and other
items as described in our lending agreements.
Organic Growth (Decline) represents the change in sales and
orders, excluding currency translation effects, the impact of the
additional week in fiscal 2023, and the impact of the closure of
the Fully business.
The adjustments to arrive at these non-GAAP financial measures
are as follows:
Amortization of Knoll purchased
intangibles: Includes expenses associated with the 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 Knoll
purchased intangibles 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 Knoll 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 Knoll 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.
Integration charges: Knoll
integration-related costs include severance, accelerated
stock-based compensation expenses, asset impairment charges, and
expenses related to synergy realization efforts and reorganization
initiatives.
Restructuring charges: Includes
costs associated with actions involving targeted workforce
reductions.
Impairment charges: Includes
non-cash, pre-tax charges for the impairment of assets associated
with the decision to cease operating Fully as a stand-alone
brand.
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 ("Americas") segment includes the
operations associated with the design, manufacture and sale of
furniture products directly or indirectly through an independent
dealership network for office, healthcare, and educational
environments throughout North and South
America. The International Contract and Specialty
("International & Specialty") segment includes the operations
associated with the design, manufacture and sale of furniture
products, indirectly or directly through an independent dealership
network in Europe, the
Middle East, Africa and Asia-Pacific as well as the global operations
of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and
Knoll Textiles. The Global Retail ("Retail") segment includes
global operations associated with the sale of modern design
furnishings and accessories to third party retailers, as well as
direct to consumer sales through eCommerce, direct-mail catalogs,
and physical retail stores. Corporate costs represent unallocated
expenses related to general corporate functions, including, but not
limited to, certain legal, executive, corporate finance,
information technology, administrative and integration-related
costs.
A. Reconciliation of
Operating Earnings (Loss) to Adjusted Operating Earnings (Loss) by
Segment
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
March 2,
2024
|
March 4,
2023
|
March 2,
2024
|
March 4,
2023
|
Americas
Contract
|
|
|
|
|
|
|
|
|
Net sales
|
$ 441.1
|
100.0 %
|
$ 484.6
|
100.0 %
|
$
1,407.6
|
100.0 %
|
$
1,551.7
|
100.0 %
|
Gross margin
|
145.9
|
33.1 %
|
149.6
|
30.9 %
|
481.7
|
34.2 %
|
452.5
|
29.2 %
|
Total operating
expenses
|
120.6
|
27.3 %
|
117.1
|
24.2 %
|
379.9
|
27.0 %
|
374.3
|
24.1 %
|
Operating
earnings
|
$
25.3
|
5.7 %
|
$
32.5
|
6.7 %
|
$ 101.8
|
7.2 %
|
$
78.2
|
5.0 %
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Restructuring
|
1.5
|
0.3 %
|
4.4
|
0.9 %
|
5.8
|
0.4 %
|
17.5
|
1.1 %
|
Integration
charges
|
5.8
|
1.3 %
|
2.2
|
0.5 %
|
15.3
|
1.1 %
|
6.2
|
0.4 %
|
Amortization of Knoll
purchased intangibles
|
3.3
|
0.7 %
|
3.3
|
0.7 %
|
9.7
|
0.7 %
|
9.7
|
0.6 %
|
Adjusted operating
earnings
|
$
35.9
|
8.1 %
|
$
42.4
|
8.8 %
|
$ 132.6
|
9.4 %
|
$ 111.6
|
7.2 %
|
International
Contract & Specialty
|
|
|
|
|
|
|
|
|
Net sales
|
$ 217.3
|
100.0 %
|
$ 242.5
|
100.0 %
|
$ 686.8
|
100.0 %
|
$ 779.9
|
100.0 %
|
Gross margin
|
96.8
|
44.5 %
|
100.6
|
41.5 %
|
299.7
|
43.6 %
|
323.0
|
41.4 %
|
Total operating
expenses
|
78.3
|
36.0 %
|
75.3
|
31.1 %
|
246.0
|
35.8 %
|
241.5
|
31.0 %
|
Operating
earnings
|
$
18.5
|
8.5 %
|
$
25.3
|
10.4 %
|
$
53.7
|
7.8 %
|
$
81.5
|
10.5 %
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Restructuring
|
0.1
|
— %
|
—
|
— %
|
1.6
|
0.2 %
|
0.7
|
0.1 %
|
Integration
charges
|
1.8
|
0.8 %
|
0.5
|
0.2 %
|
3.0
|
0.4 %
|
2.0
|
0.3 %
|
Amortization of Knoll
purchased intangibles
|
2.1
|
1.0 %
|
2.2
|
0.9 %
|
6.3
|
0.9 %
|
6.2
|
0.8 %
|
Adjusted operating
earnings
|
$
22.5
|
10.4 %
|
$
28.0
|
11.5 %
|
$
64.6
|
9.4 %
|
$
90.4
|
11.6 %
|
|
|
|
|
|
|
|
|
|
Global
Retail
|
|
|
|
|
|
|
|
|
Net sales
|
$ 213.9
|
100.0 %
|
$ 257.6
|
100.0 %
|
$ 645.1
|
100.0 %
|
$ 798.8
|
100.0 %
|
Gross margin
|
94.3
|
44.1 %
|
85.4
|
33.2 %
|
285.7
|
44.3 %
|
299.8
|
37.5 %
|
Total operating
expenses
|
83.0
|
38.8 %
|
109.9
|
42.7 %
|
257.5
|
39.9 %
|
304.5
|
38.1 %
|
Operating earnings
(loss)
|
$
11.3
|
5.3 %
|
$ (24.5)
|
(9.5) %
|
$
28.2
|
4.4 %
|
$
(4.7)
|
(0.6) %
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Restructuring
|
0.1
|
— %
|
0.2
|
0.1 %
|
1.3
|
0.2 %
|
1.6
|
0.2 %
|
Integration
charges
|
—
|
— %
|
—
|
— %
|
—
|
— %
|
0.2
|
— %
|
Impairment
charges
|
—
|
— %
|
37.2
|
14.4 %
|
—
|
— %
|
37.2
|
4.7 %
|
Amortization of Knoll
purchased intangibles
|
0.6
|
0.3 %
|
1.2
|
0.5 %
|
2.0
|
0.3 %
|
3.5
|
0.4 %
|
Adjusted operating
earnings
|
$
12.0
|
5.6 %
|
$
14.1
|
5.5 %
|
$
31.5
|
4.9 %
|
$
37.8
|
4.7 %
|
|
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
|
|
|
Operating
expenses
|
$ 12.3
|
— %
|
$ 12.1
|
— %
|
$ 40.2
|
— %
|
$ 44.3
|
— %
|
Operating
(loss)
|
$ (12.3)
|
— %
|
$ (12.1)
|
— %
|
$ (40.2)
|
— %
|
$ (44.3)
|
— %
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Integration
charges
|
—
|
— %
|
1.3
|
— %
|
0.1
|
— %
|
4.3
|
— %
|
Adjusted operating
(loss)
|
$ (12.3)
|
— %
|
$ (10.8)
|
— %
|
$ (40.1)
|
— %
|
$ (40.0)
|
— %
|
|
|
|
|
|
|
|
|
|
MillerKnoll,
Inc.
|
|
|
|
|
|
|
|
|
Net sales
|
$ 872.3
|
100.0 %
|
$ 984.7
|
100.0 %
|
$
2,739.5
|
100.0 %
|
$
3,130.4
|
100.0 %
|
Gross margin
|
337.0
|
38.6 %
|
335.6
|
34.1 %
|
1,067.1
|
39.0 %
|
1,075.3
|
34.4 %
|
Total operating
expenses
|
294.2
|
33.7 %
|
314.4
|
31.9 %
|
923.6
|
33.7 %
|
964.6
|
30.8 %
|
Operating
earnings
|
$
42.8
|
4.9 %
|
$
21.2
|
2.2 %
|
$ 143.5
|
5.2 %
|
$ 110.7
|
3.5 %
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
Restructuring
|
1.7
|
0.2 %
|
4.6
|
0.5 %
|
8.7
|
0.3 %
|
19.8
|
0.6 %
|
Integration
charges
|
7.6
|
0.9 %
|
4.0
|
0.4 %
|
18.4
|
0.7 %
|
12.7
|
0.4 %
|
Impairment
charges
|
—
|
— %
|
37.2
|
3.8 %
|
—
|
— %
|
37.2
|
1.2 %
|
Amortization of Knoll
purchased intangibles
|
6.0
|
0.7 %
|
6.7
|
0.7 %
|
18.0
|
0.7 %
|
19.4
|
0.6 %
|
Adjusted operating
earnings
|
$
58.1
|
6.7 %
|
$
73.7
|
7.5 %
|
$ 188.6
|
6.9 %
|
$ 199.8
|
6.4 %
|
B. Reconciliation of
Earnings per Share to Adjusted Earnings per Share
|
|
|
|
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
March 2,
2024
|
March 4,
2023
|
March 2,
2024
|
March 4,
2023
|
Earnings per share -
diluted
|
$
0.30
|
$
0.01
|
$
0.97
|
$
0.56
|
|
|
|
|
|
Add: Amortization of
Knoll purchased intangibles
|
0.08
|
0.09
|
0.24
|
0.26
|
Add: Integration
charges
|
0.10
|
0.05
|
0.26
|
0.14
|
Add: Restructuring
charges
|
0.02
|
0.06
|
0.10
|
0.29
|
Add: Impairment
charges
|
—
|
0.48
|
—
|
0.48
|
Tax impact on
adjustments
|
(0.05)
|
(0.15)
|
(0.16)
|
(0.29)
|
Adjusted earnings
per share - diluted
|
$
0.45
|
$
0.54
|
$
1.41
|
$
1.44
|
Weighted average shares
outstanding (used for calculating adjusted earnings per share) –
diluted
|
74,146,826
|
76,066,215
|
74,616,391
|
76,036,144
|
C. Reconciliation of
Gross Margin to Adjusted Gross Margin
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
March 2,
2024
|
March 4,
2023
|
March 2,
2024
|
March 4,
2023
|
Gross margin
|
$ 337.0
|
38.6 %
|
$ 335.6
|
34.1 %
|
$
1,067.1
|
39.0 %
|
$
1,075.3
|
34.4 %
|
Impairment
charges
|
—
|
— %
|
15.7
|
1.6 %
|
—
|
— %
|
15.7
|
0.5 %
|
Adjusted gross
margin
|
$ 337.0
|
38.6 %
|
$ 351.3
|
35.7 %
|
$
1,067.1
|
39.0 %
|
$
1,091.0
|
34.9 %
|
D. Reconciliation of
Operating Expenses to Adjusted Operating Expenses
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
March 2,
2024
|
March 4,
2023
|
March 2,
2024
|
March 4,
2023
|
Operating
expenses
|
$ 294.2
|
33.7 %
|
$ 314.4
|
31.9 %
|
$ 923.6
|
33.7 %
|
$ 964.6
|
30.8 %
|
Restructuring
charges
|
1.7
|
0.2 %
|
4.6
|
0.5 %
|
8.7
|
0.3 %
|
19.8
|
0.6 %
|
Integration
charges
|
7.6
|
0.9 %
|
4.0
|
0.4 %
|
18.4
|
0.7 %
|
12.7
|
0.4 %
|
Amortization of Knoll
purchased intangibles
|
6.0
|
0.7 %
|
6.7
|
0.7 %
|
18.0
|
0.6 %
|
19.4
|
0.6 %
|
Impairment
charges
|
—
|
— %
|
21.5
|
2.2 %
|
—
|
— %
|
21.5
|
0.7 %
|
Adjusted operating
expenses
|
$ 278.9
|
32.0 %
|
$ 277.6
|
28.2 %
|
$ 878.5
|
32.1 %
|
$ 891.2
|
28.5 %
|
E. Reconciliation of
Net Earnings to Adjusted EBITDA
|
|
|
Three Months
Ended
|
Nine Months
Ended
|
|
March 2,
2024
|
March 4,
2023
|
March 2,
2024
|
March 4,
2023
|
Net income
|
$ 22.2
|
2.5 %
|
$
0.4
|
— %
|
$ 72.4
|
2.6 %
|
$ 42.2
|
1.3 %
|
Income tax
expense
|
4.4
|
0.5 %
|
0.5
|
0.1 %
|
19.0
|
0.7 %
|
11.1
|
0.4 %
|
Interest income and
expense
|
17.0
|
1.9 %
|
18.2
|
1.8 %
|
52.5
|
1.9 %
|
52.1
|
1.7 %
|
Depreciation and
amortization expense
|
37.0
|
4.2 %
|
38.3
|
3.9 %
|
111.6
|
4.1 %
|
115.9
|
3.7 %
|
Restructuring and
integration charges
|
8.0
|
0.9 %
|
30.0
|
3.0 %
|
23.2
|
0.8 %
|
53.9
|
1.7 %
|
Adjusted
EBITDA
|
$
88.6
|
10.2 %
|
$
87.4
|
8.9 %
|
$ 278.7
|
10.2 %
|
$ 275.2
|
8.8 %
|
F. Reconciliation of
Net Earnings to Adjusted Bank Covenant EBITDA and Adjusted Bank
Covenant EBITDA Ratio (provided on a trailing twelve month
basis)
|
|
|
March 2,
2024
|
Net earnings
|
$
72.3
|
Income tax
expense
|
12.4
|
Depreciation
expense
|
112.7
|
Amortization
expense
|
58.8
|
Interest
expense
|
77.3
|
Other
adjustments(*)
|
88.3
|
Adjusted bank
covenant EBITDA
|
$
421.8
|
Total debt, less cash,
end of trailing period (includes outstanding LC's)
|
$
1,119.6
|
Net debt to adjusted
bank covenant EBITDA ratio
|
2.65
|
*Items indicated
represent Non-GAAP measurements; see the reconciliations of
Non-GAAP financial measures and related explanations
above.
|
G. Organic Sales
Growth by Segment
|
|
|
Three Months
Ended
|
|
March 2,
2024
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Net sales, as
reported
|
$
441.1
|
$
217.3
|
$
213.9
|
$
872.3
|
% change from
PY
|
(9.0) %
|
(10.4) %
|
(17.0) %
|
(11.4) %
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Currency translation
effects (1)
|
(1.0)
|
(0.5)
|
(0.3)
|
(1.8)
|
Net sales,
organic
|
$
440.1
|
$
216.8
|
$
213.6
|
$
870.5
|
% change from
PY
|
(9.2) %
|
(10.6) %
|
(11.3) %
|
(10.1) %
|
|
Three Months
Ended
|
|
March 4,
2023
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Net sales, as
reported
|
$
484.6
|
$
242.5
|
$
257.6
|
$
984.7
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Fully
closure
|
—
|
—
|
(16.9)
|
(16.9)
|
Net sales,
organic
|
$
484.6
|
$
242.5
|
$
240.7
|
$
967.8
|
(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
|
|
March 2,
2024
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Net Sales, as
reported
|
$
1,407.6
|
$
686.8
|
$
645.1
|
$
2,739.5
|
% change from
PY
|
(9.3) %
|
(11.9) %
|
(19.2) %
|
(12.5) %
|
Adjustments
|
|
|
|
|
Currency Translation
Effects (1)
|
(2.2)
|
(7.8)
|
(5.5)
|
(15.5)
|
Net Sales,
organic
|
$
1,405.4
|
$
679.0
|
$
639.6
|
$
2,724.0
|
% change from
PY
|
(7.1) %
|
(10.7) %
|
(11.3) %
|
(9.0) %
|
|
|
|
|
|
|
Nine Months
Ended
|
|
March 4,
2023
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Net Sales, as
reported
|
$
1,551.7
|
$
779.9
|
$
798.8
|
$
3,130.4
|
% change from
PY
|
|
|
|
|
Adjustments
|
|
|
|
|
Fully
closure
|
—
|
—
|
(59.3)
|
(59.3)
|
Impact of extra week in
FY23
|
(38.7)
|
(19.6)
|
(18.2)
|
(76.5)
|
Net Sales,
organic
|
$
1,513.0
|
$
760.3
|
$
721.3
|
$
2,994.6
|
(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.
|
H. Organic Order
Growth by Segment
|
|
|
Three Months
Ended
|
|
March 2,
2024
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Orders, as
reported
|
$
420.1
|
$
227.6
|
$
182.6
|
$
830.3
|
% change from
PY
|
(9.0) %
|
8.3 %
|
(14.6) %
|
(6.2) %
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Currency translation
effects (1)
|
(1.8)
|
(0.9)
|
(0.7)
|
(3.4)
|
Orders,
organic
|
$
418.3
|
$
226.7
|
$
181.9
|
$
826.9
|
% change from
PY
|
(9.4) %
|
7.9 %
|
(7.1) %
|
(4.7) %
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
March 4,
2023
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Orders, as
reported
|
$
461.6
|
$
210.1
|
$
213.7
|
$
885.4
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Fully
closure
|
—
|
—
|
(17.8)
|
(17.8)
|
Orders,
organic
|
$
461.6
|
$
210.1
|
$
195.9
|
$
867.6
|
(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
|
|
March 2,
2024
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Orders, as
reported
|
$
1,344.8
|
$
689.4
|
$
653.8
|
$
2,688.0
|
% change from
PY
|
(7.1) %
|
(2.1) %
|
(14.1) %
|
(7.7) %
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Currency translation
effects (1)
|
(6.0)
|
(8.4)
|
(6.3)
|
(20.7)
|
Orders,
organic
|
$
1,338.8
|
$
681.0
|
$
647.5
|
$
2,667.3
|
% change from
PY
|
(5.1) %
|
(0.6) %
|
(5.2) %
|
(4.0) %
|
|
|
|
|
|
|
|
Nine Months
Ended
|
|
March 4,
2023
|
|
Americas
Contract
|
International
Contract & Specialty
|
Global
Retail
|
Total
|
Orders, as
reported
|
$
1,447.0
|
$
704.2
|
$
760.7
|
$
2,911.9
|
|
|
|
|
|
Adjustments
|
|
|
|
|
Impact of extra week in
FY23
|
(36.2)
|
(18.9)
|
(16.6)
|
(71.7)
|
Fully
closure
|
—
|
—
|
(61.0)
|
(61.0)
|
Orders,
organic
|
$
1,410.8
|
$
685.3
|
$
683.1
|
$
2,779.2
|
(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.
|
I. Consolidated
MillerKnoll Backlog
|
|
|
Q3 FY2024
|
MillerKnoll
backlog(1)
|
$639.4
|
1
During the third quarter of fiscal year
2024, we made an adjustment to the calculation of backlog for
certain entities within the legacy Knoll business to more closely
align to how net sales are
reported. This adjustment resulted in a decrease to MillerKnoll
backlog of $7 million.
|
J. Sales and
Earnings Guidance - Upcoming Quarter
|
|
|
Company
Guidance
|
|
Q4 FY2024
|
Net sales
|
$880 million to $920
million
|
Gross margin
%
|
38.1% to
39.1%
|
Operating
expenses
|
$274 million to $284
million
|
Interest and other
expense, net
|
$16 million to $17
million
|
Effective tax
rate
|
21.0% to
23.0%
|
Adjusted earnings per
share - diluted
|
$0.49 to
$0.57
|
About MillerKnoll
MillerKnoll is a collective of dynamic brands that comes
together to design the world we live in. MillerKnoll brand
portfolio includes Herman Miller,
Knoll, Colebrook Bosson Saunders, DatesWeiser, Design Within Reach,
Edelman, Geiger, HAY, Holly Hunt,
Knoll Textiles, Maharam, Muuto, NaughtOne, and
Spinneybeck|FilzFelt. MillerKnoll is an unparalleled platform that
redefines modern for the 21st century by building a more
sustainable, equitable and beautiful 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 Knoll
acquisition on the combined Company's business and future financial
and operating results, the expected amount and timing of synergies
from the Knoll 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: general economic conditions; the
impact of any government policies and actions to protect the health
and safety of individuals or to maintain the functioning of
national or global economies, and the Company's response to any
such policies and actions; the impact of public health crises, such
as pandemics and epidemics; 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 Knoll 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 MillerKnoll's business after the
completion of the Knoll acquisition and realize expected synergies;
business disruption following the Knoll acquisition; 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