HNI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2022
|
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(in millions, except per share data)
|
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|
|
|
|
|
|
Reclassification
Adjustments
(Note 3)
|
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|
|
|
|
Transaction
Accounting
Adjustments
(Note 5)
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
HNI
Corporation
|
|
|
Kimball
International, Inc.
|
|
|
|
|
|
|
|
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|
|
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|
Pro Forma
Combined
|
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|
|
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|
|
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|
|
|
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|
|
Note
|
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Note
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|
Note
|
|
Net sales
|
|
$
|
2,361.8
|
|
|
$
|
718.6
|
|
|
$
|
(22.4
|
)
|
|
C, E
|
|
|
$
|
-
|
|
|
|
|
|
$
|
3,058.0
|
|
|
|
|
|
|
Cost of sales
|
|
|
1,526.9
|
|
|
|
477.1
|
|
|
|
(47.4
|
)
|
|
A, B, D, E
|
|
|
|
-
|
|
|
|
|
|
|
1,956.6
|
|
|
|
|
|
|
Gross profit
|
|
|
834.9
|
|
|
|
241.5
|
|
|
|
25.0
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
1,101.4
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
|
723.4
|
|
|
|
210.4
|
|
|
|
25.0
|
|
|
A, B, C, D
|
|
|
|
39.5
|
|
|
|
A, B, D
|
|
|
|
998.3
|
|
|
|
|
|
|
Other operating (income) expense
|
|
|
-
|
|
|
|
(6.8
|
)
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(6.8
|
)
|
|
|
|
|
|
Gain on sale of subsidiary
|
|
|
(50.4
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(50.4
|
)
|
|
|
|
|
|
Restructuring and impairment charges
|
|
|
6.7
|
|
|
|
46.8
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
53.4
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
155.2
|
|
|
|
(8.8
|
)
|
|
|
-
|
|
|
|
|
|
|
(39.5
|
)
|
|
|
|
|
|
|
106.9
|
|
|
|
|
|
|
Interest expense and other, net
|
|
|
8.8
|
|
|
|
4.4
|
|
|
|
-
|
|
|
|
|
|
|
12.7
|
|
|
|
C
|
|
|
|
25.9
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
146.4
|
|
|
|
(13.3
|
)
|
|
|
-
|
|
|
|
|
|
|
(52.2
|
)
|
|
|
|
|
|
|
80.9
|
|
|
|
|
|
|
Income tax expense
|
|
|
22.5
|
|
|
|
5.6
|
|
|
|
-
|
|
|
|
|
|
|
(12.5
|
)
|
|
|
E |
|
|
|
15.6
|
|
|
|
|
|
|
Net income (loss)
|
|
|
123.9
|
|
|
|
(18.9
|
)
|
|
|
-
|
|
|
|
|
|
|
(39.7
|
)
|
|
|
|
|
|
|
65.4
|
|
|
|
|
|
|
Less: Net income (loss) attributable to non-controlling interest
|
|
|
(0.0
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(0.0
|
)
|
|
|
|
|
|
Net income attributable to HNI Corporation
|
|
$
|
123.9
|
|
|
$
|
(18.9
|
)
|
|
$
|
-
|
|
|
|
|
|
$
|
(39.7
|
)
|
|
|
|
|
|
$
|
65.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding – basic
|
|
|
41.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.5
|
|
|
|
F |
|
|
Net income attributable to HNI Corporation per common share – basic
|
|
$
|
2.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding – diluted
|
|
|
42.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.2
|
|
|
|
F |
|
|
Net income attributable to HNI Corporation per common share – diluted
|
|
$
|
2.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.39
|
|
|
|
|
|
|
HNI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 1, 2023
|
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
(in millions, except per share data)
|
|
|
|
|
|
|
|
Reclassification
Adjustments
(Note 3)
|
|
|
|
|
|
Transaction
Accounting
Adjustments
(Note 5)
|
|
|
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
|
|
HNI
Corporation
|
|
|
Kimball
International, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note |
|
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|
|
Note |
|
|
|
Note
|
|
Net sales
|
|
$
|
479.1
|
|
|
$
|
166.2
|
|
|
$
|
(4.9
|
)
|
|
C, E
|
|
|
$
|
-
|
|
|
|
|
|
$
|
640.4
|
|
|
|
|
|
|
Cost of sales
|
|
|
304.8
|
|
|
|
103.7
|
|
|
|
(9.2
|
)
|
|
A, B, D, E
|
|
|
|
-
|
|
|
|
|
|
|
399.3
|
|
|
|
|
|
|
Gross profit
|
|
|
174.3
|
|
|
|
62.5
|
|
|
|
4.3
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
241.1
|
|
|
|
|
|
|
Selling and administrative expenses
|
|
|
167.9
|
|
|
|
57.5
|
|
|
|
4.3
|
|
|
A, B, C, D
|
|
|
|
2.4
|
|
|
|
A, B, D
|
|
|
|
232.1
|
|
|
|
|
|
|
Restructuring charges
|
|
|
-
|
|
|
|
0.8
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
0.8
|
|
|
|
|
|
|
Operating income
|
|
|
6.4
|
|
|
|
4.2
|
|
|
|
-
|
|
|
|
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
8.2
|
|
|
|
|
|
|
Interest expense and other, net
|
|
|
2.7
|
|
|
|
(0.1
|
)
|
|
|
-
|
|
|
|
|
|
|
5.0
|
|
|
|
C
|
|
|
|
7.5
|
|
|
|
|
|
|
Income before income taxes
|
|
|
3.8
|
|
|
|
4.3
|
|
|
|
-
|
|
|
|
|
|
|
(7.4
|
)
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
|
Income tax expense
|
|
|
2.2
|
|
|
|
(1.4
|
)
|
|
|
-
|
|
|
|
|
|
|
(1.8
|
)
|
|
|
E
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
Net income
|
|
|
1.6
|
|
|
|
5.7
|
|
|
|
-
|
|
|
|
|
|
|
(5.6
|
)
|
|
|
|
|
|
|
1.6
|
|
|
|
|
|
|
Less: Net income (loss) attributable to non-controlling interest
|
|
|
(0.0
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
(0.0
|
)
|
|
|
|
|
|
Net income attributable to HNI Corporation
|
|
$
|
1.6
|
|
|
$
|
5.7
|
|
|
$
|
-
|
|
|
|
|
|
$
|
(5.6
|
)
|
|
|
|
|
|
$
|
1.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding – basic
|
|
|
41.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46.3
|
|
|
|
F
|
|
|
Net income attributable to HNI Corporation per common share – basic
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding – diluted
|
|
|
42.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47.0
|
|
|
|
F |
|
|
Net income attributable to HNI Corporation per common share – diluted
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.03
|
|
|
|
|
|
|
HNI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF APRIL 1, 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|
Reclassification
Adjustments
(Note 3)
|
|
|
Transaction
Accounting
Adjustments
(Note 4)
|
|
|
|
|
|
|
|
|
|
|
HNI
Corporation
|
|
|
Kimball
International, Inc.
|
|
|
|
|
|
|
|
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
16.8
|
|
|
$
|
18.8
|
|
|
$
|
-
|
|
|
$
|
(3.6
|
)
|
|
|
A
|
|
|
$
|
31.9
|
|
Receivables, net
|
|
|
187.5
|
|
|
|
49.5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
237.0
|
|
Inventories, net
|
|
|
191.1
|
|
|
|
89.6
|
|
|
|
-
|
|
|
|
-
|
|
|
|
F
|
|
|
|
280.7
|
|
Prepaid expenses and other current assets
|
|
|
51.8
|
|
|
|
15.7
|
|
|
|
-
|
|
|
|
(0.4
|
)
|
|
|
C
|
|
|
|
67.1
|
|
Total Current Assets
|
|
|
447.1
|
|
|
|
173.7
|
|
|
|
-
|
|
|
|
(4.0
|
)
|
|
|
|
|
|
|
616.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net property, plant, and equipment
|
|
|
354.8
|
|
|
|
96.7
|
|
|
|
-
|
|
|
|
-
|
|
|
|
F
|
|
|
|
451.5
|
|
Right-of-use lease assets
|
|
|
95.7
|
|
|
|
17.3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
F
|
|
|
|
113.0
|
|
Goodwill and other intangible assets, net
|
|
|
432.6
|
|
|
|
62.4
|
|
|
|
|
|
|
|
320.7
|
|
|
|
B
|
|
|
|
815.7
|
|
Other assets
|
|
|
52.6
|
|
|
|
32.7
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
85.3
|
|
Total Assets
|
|
$
|
1,382.8
|
|
|
$
|
382.8
|
|
|
$
|
-
|
|
|
$
|
316.7 |
|
|
|
|
|
|
$
|
2,082.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
326.3
|
|
|
$
|
113.3
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
439.5
|
|
Other current liabilities
|
|
|
26.4
|
|
|
|
9.6
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
35.9
|
|
Total Current Liabilities
|
|
|
352.6
|
|
|
|
122.8
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
475.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
206.3
|
|
|
|
50.0
|
|
|
|
-
|
|
|
|
356.6
|
|
|
|
C
|
|
|
|
612.9
|
|
Long-term lease obligations
|
|
|
82.7
|
|
|
|
16.3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
99.0
|
|
Other long-term liabilities
|
|
|
128.0
|
|
|
|
14.2
|
|
|
|
-
|
|
|
|
43.3
|
|
|
|
D
|
|
|
|
185.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
Common stock
|
|
|
41.7
|
|
|
|
2.1
|
|
|
|
-
|
|
|
|
2.6
|
|
|
|
E
|
|
|
|
46.4
|
|
Treasury stock
|
|
|
-
|
|
|
|
(71.3
|
)
|
|
|
-
|
|
|
|
71.3
|
|
|
|
E
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
57.1
|
|
|
|
8.9
|
|
|
|
-
|
|
|
|
107.2
|
|
|
|
E
|
|
|
|
173.2
|
|
Retained earnings
|
|
|
522.0
|
|
|
|
235.9
|
|
|
|
-
|
|
|
|
(260.4
|
)
|
|
|
E
|
|
|
|
497.5
|
|
Accumulated other comprehensive loss
|
|
|
(7.9
|
)
|
|
|
3.9
|
|
|
|
-
|
|
|
|
(3.9
|
)
|
|
|
E
|
|
|
|
(7.9
|
)
|
Total Shareholders’ Equity
|
|
|
612.8
|
|
|
|
179.5
|
|
|
|
-
|
|
|
|
(83.2
|
)
|
|
|
|
|
|
|
709.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
0.3
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
|
613.2
|
|
|
|
179.5
|
|
|
|
-
|
|
|
|
(83.2
|
)
|
|
|
|
|
|
|
709.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
1,382.8
|
|
|
$
|
382.8
|
|
|
$
|
-
|
|
|
$
|
316.7
|
|
|
|
|
|
|
$
|
2,082.3
|
|
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1. Description of Transaction and Basis of Presentation
The Transaction
On March 7, 2023, HNI, Merger Sub and Kimball entered into the merger agreement, which provides that upon the terms and subject to the satisfaction (or, to the extent
permitted by applicable law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement, at the closing of the merger (since determined to occur on June 1, 2023), Merger Sub merged with and
into Kimball, with Kimball continuing as the surviving corporation and a direct, wholly owned subsidiary of HNI.
At the completion of the merger, each share of Kimball common stock that is issued and outstanding immediately prior to the completion of the merger (other than excluded
shares) was converted into the right to receive (i) 0.1301 shares of HNI common stock, and (ii) $9.00 per share in cash.
Pro Forma Adjustments
Both of the unaudited pro forma condensed combined statements of operations illustrate the effects of the merger as if it had been completed on January 2, 2022 (the
beginning of the earliest period presented); the unaudited pro forma condensed combined balance sheet reflects the effects of the merger as if it had been completed on April 1, 2023. The historical consolidated financial information has been
adjusted to give pro forma effect to events that are: (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing
impact unless otherwise stated in the notes. The pro forma adjustments are preliminary and based on estimates of the purchase consideration, estimates of the fair value and useful lives of the assets acquired and liabilities assumed.
The acquisition of Kimball by HNI will be accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, with HNI
representing the acquiror under this guidance. In the unaudited pro forma condensed combined balance sheet, HNI’s costs to acquire Kimball have been allocated to the assets acquired and liabilities assumed, based upon management’s preliminary
estimate of what their respective fair values would be as of the date of the merger. The pro forma adjustments are preliminary and are based upon available information and certain assumptions which management believes are reasonable under the
circumstances and which are described in the accompanying notes herein. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. Under ASC 805, generally all
assets acquired and liabilities assumed are recorded at their acquisition date fair value. For purposes of the pro forma information presented herein, the fair value of Kimball’s identifiable tangible and intangible assets acquired and liabilities
assumed are based on a preliminary estimate of fair value. Any excess of the purchase price over the fair value of identified tangible and intangible assets acquired and liabilities assumed will be recognized as goodwill. Management believes the
estimated fair values utilized for the assets to be acquired and liabilities to be assumed are based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available and such changes
could be material, as certain valuations and other studies have yet to progress to a stage where there is sufficient information for definitive measurement. Following the consummation of the merger, management has begun to conduct, but has not yet
completed, a final review. As a result of that review, management may identify differences that, when finalized, could have a material impact on the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined statements of operations also include certain acquisition accounting adjustments, including items expected to have a continuing
impact on the results of the combined company, such as increased amortization expense on acquired intangible assets. The unaudited pro forma condensed combined statements of operations do not include the impacts of any revenue, cost or other
operating synergies that may result from the merger or any related restructuring costs that may be contemplated.
Historical Information
The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. HNI has a 52-to-53-week
fiscal year that ends on the Saturday closest to the last day in December and Kimball has a fiscal year that ends on June 30.
• |
The unaudited pro forma condensed combined balance sheet as of April 1, 2023 was prepared using:
|
(1) the historical unaudited Condensed Consolidated Balance Sheet of HNI as of April 1, 2023; and
(2) the historical unaudited Condensed Consolidated Balance Sheet of Kimball as of March 31, 2023.
• |
The unaudited pro forma condensed combined statement of operations for the three months ended April 1, 2023 was prepared using:
|
(1) the historical unaudited Condensed Consolidated Statement of Comprehensive Income of HNI for the three months ended April 1, 2023; and
(2) the historical unaudited Condensed Consolidated Statement of Operations of Kimball for the three months ended March 31, 2023.
• |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 was prepared using:
|
(1) the historical audited Consolidated Statement of Comprehensive Income of HNI for the year ended December 31, 2022; and
(2) the historical audited Consolidated Statement of Operations of Kimball for the year ended June 30, 2022; and
(3) the historical unaudited Condensed Consolidated Statement of Operations of Kimball for the six months ended December 31, 2022; and
(4) the historical unaudited Condensed Consolidated Statement of Operations of Kimball for the six months ended December 31, 2021.
Both HNI’s and Kimball’s historical audited and unaudited consolidated financial statements were prepared in accordance with U.S. GAAP. The historical Kimball
consolidated financial statements included within the unaudited pro forma condensed combined balance sheet and statements of income include certain reclassifications that were made to conform Kimball’s financial statement presentation to that of
HNI. Refer to Note 3—Pro Forma Reclassification Adjustments for more details.
Amounts throughout the notes are denoted in millions unless otherwise stated.
2. Estimated Purchase Consideration and Preliminary Purchase Price Allocation
The estimated preliminary purchase price has been measured using the closing market price of HNI common stock as of May 31, 2023 (in millions, except
share amounts):
|
|
|
|
|
|
|
|
|
|
|
Assumptions:
|
|
|
|
|
|
|
|
|
|
|
HNI Stock price
|
|
$
|
25.50
|
|
|
|
|
|
|
|
|
Cash consideration per share per merger agreement
|
|
$
|
9.00
|
|
|
|
|
|
|
|
|
Equivalent share amount per merger agreement
|
|
|
0.1301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HNI shares
|
|
|
|
|
|
|
|
Kimball shares
|
|
|
exchanged
|
|
|
Fair value
|
|
Consideration
|
Cash Consideration:
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Kimball common stock issued and outstanding
|
|
|
36,417,749
|
|
|
|
|
|
$
|
327.8
|
|
|
Kimball equivalent shares
|
|
|
176,044
|
|
|
|
|
|
|
2.2
|
|
|
Total number of Kimball shares for cash consideration
|
|
|
36,593,793
|
|
|
|
|
|
$
|
330.0
|
|
Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Consideration:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of Kimball common stock issued and outstanding
|
|
|
36,417,749
|
|
|
|
4,737,949
|
|
|
$
|
120.8
|
|
HNI common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Replacement Share-Based Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding awards of Kimball restricted stock units relating to Kimball common stock
|
|
|
467,639
|
|
|
|
228,387
|
|
|
$
|
2.6
|
|
HNI restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Consideration:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration for payment to settle Kimball’s outstanding debt
|
|
|
|
|
|
|
|
|
|
$
|
50.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total estimated preliminary purchase consideration
|
|
|
|
|
|
|
|
|
|
$
|
503.6
|
|
|
As described in the merger agreement, each Kimball Time-Based RSU Award was converted into a restricted stock unit award, on the same terms and conditions (including
vesting and forfeiture, but subject to potential accelerated vesting upon certain terminations of employment), with respect to a number of shares of HNI common stock, determined by multiplying (i) each share of Kimball common stock subject to such
Kimball restricted stock unit award by (ii) the sum of (A) exchange ratio and (B) the quotient of the sum of the cash consideration plus the dividend equivalents accrued on such award, divided by the HNI Share Price. Furthermore, since the
effective time of the merger occurred prior to June 30, 2023, the tranche of each Kimball Time-Based RSU Award that was scheduled to vest on June 30, 2023 was, at the effective time of the merger, vested, cancelled and converted into the right to
receive from HNI (shortly following the effective time of the merger), in respect of each share of Kimball common stock subject to such vesting tranche, an amount of cash (without any interest thereon and subject to applicable withholding taxes)
equal to the sum of (A) the cash consideration plus the dividend equivalents that have accrued thereon, and (B) the HNI Share Price multiplied by the Exchange Ratio.
Each Kimball RTSR Award vested at the effective time of the merger at a pro rata portion of the target number of shares subject to such award, based on the portion of the
performance cycle then completed, and each Kimball EPS Award vested at the effective time of the merger at the target number of shares subject to such award. In each case, the full award was automatically cancelled and converted into the right to
receive from HNI (shortly following the effective time of the merger), in respect of each share of Kimball common stock subject to the vested portion of such cancelled award, an amount of cash (without any interest thereon and subject to applicable
withholding taxes), equal to the sum of (i) the cash consideration, plus (ii) the HNI Share Price multiplied by the Exchange Ratio.
For the purpose of the unaudited pro forma condensed combined financial statements the portion of fair-value-based measure of the acquiree award that relates to the
pre-combination
service period was included in consideration transferred. We have recorded the excess value of the replacement HNI awards as well as the fair-value-based measure of the
acquiree award related to the post combination service period as a post combination compensation cost over the remaining service term.
The following table sets forth a preliminary allocation of the estimated purchase consideration to the fair value of the identifiable tangible and intangible assets
acquired and liabilities
assumed of Kimball using Kimball’s unaudited condensed consolidated balance sheet as of March 31, 2023, with the excess recorded to goodwill.
Assets acquired
|
|
|
|
Cash and cash equivalents
|
|
$
|
18.8
|
|
Accounts receivable
|
|
|
49.5
|
|
Inventories
|
|
|
89.6
|
|
Other current assets
|
|
|
15.7
|
|
Property and equipment
|
|
|
96.7
|
|
Right-of-use assets
|
|
|
17.3
|
|
Intangible assets
|
|
|
194.0
|
|
Other noncurrent assets
|
|
|
32.7
|
|
Total assets acquired
|
|
$
|
514.4
|
|
|
|
|
|
|
Liabilities assumed
|
|
|
|
|
Accounts payable
|
|
$
|
46.8
|
|
Other current liabilities
|
|
|
76.1
|
|
Lease liabilities
|
|
|
16.3
|
|
Other liabilities
|
|
|
14.2
|
|
Total liabilities assumed
|
|
|
153.3
|
|
Net assets acquired, excluding goodwill
|
|
|
361.1
|
|
Deferred tax liability adjustment on the fair value of purchased intangibles, net
|
|
|
(46.6
|
)
|
Total estimated preliminary purchase consideration
|
|
|
503.6
|
|
Goodwill
|
|
$
|
189.1
|
|
3. Pro Forma Reclassification Adjustments