Acquisitions and Divestitures

3 Months Ended

Mar. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisition - Kimball International

On June 1, 2023, the Corporation completed its acquisition of Kimball International, a leading commercial furnishings company with expertise in workplace, health, and hospitality, resulting in Kimball International becoming a wholly-owned subsidiary of the Corporation. The Corporation has incurred aggregate acquisition-related expenses of $41.2 million related to this transaction, of which $28.6 million were incurred as corporate costs and $12.5 million were recorded in the workplace furnishings segment. Of these expenses, corporate costs of $3.4 million were incurred in the three-month period ended April 1, 2023, and are included in "Selling and administrative expenses" in the Condensed Consolidated Statements of Comprehensive Income. Additionally, acquisition-related financing costs of $2.8 million and $0.2 million were recorded to the Condensed Consolidated Balance Sheet in "Long-term debt" and "Other assets", respectively, while $0.3 million of acquisition-related stock issuance costs were recorded to "Additional paid-in capital".

The acquired assets and assumed liabilities and results of Kimball International's operations are included in the Corporation's workplace furnishings reportable segment. The acquisition was accounted for using the acquisition method pursuant to ASC 805, with goodwill being recorded as a result of the purchase price exceeding the fair value of identifiable tangible and intangible assets and liabilities. Goodwill, which is not tax-deductible, is primarily attributable to the assembled workforce of Kimball International and anticipated synergies.

The total fair market value of consideration was approximately $503.7 million, which is allocated as follows:


	Kimball International Shares	HNI Shares Exchanged	Fair Value
Cash Consideration:
Shares of Kimball International common stock issued and outstanding as of June 1, 2023	36.4		$	327.8
Kimball International equivalent shares	0.2		2.3
Total number of Kimball International shares for cash consideration	36.6		330.0

Consideration for payment to settle Kimball International's outstanding debt			50.2

Share Consideration:
Shares of Kimball International stock issued and outstanding as of June 1, 2023	36.4	4.7	120.8

Replacement Share-Based Awards:
Outstanding awards of Kimball International restricted stock units relating to Kimball International common stock as of June 1, 2023	0.5	0.2	2.6

Total acquisition date fair value of purchase consideration			$	503.7

Consideration provided in the form of HNI Corporation shares and HNI Corporation replacement share-based awards represents non-cash consideration.

The preliminary purchase price allocation at the date of acquisition, as updated, is as follows:


	Preliminary at December 30, 2023		Measurement period adjustments		As adjusted at March 30, 2024
Goodwill	$	162.7	$	1.1	$	163.8
Intangible assets	110.1		—		110.1
Other assets acquired and liabilities assumed, net	231.0		(1.1)		229.9
Net Assets and Liabilities	$	503.7	$	—	$	503.7

The following table summarizes the acquired identified intangible assets and weighted average useful lives:

Category

Weighted-average useful life

Fair Value

Software

3 years

5.6

Customer lists and other

12 years

47.2

Acquired technology

18 years

16.5

Trademarks and trade names - Definite-lived

17 years

3.8

Trademarks and trade names - Indefinite-lived

Indefinite-lived

37.0

Total intangible assets

110.1

The valuation analysis requires the use of complex management estimates and assumptions such as customer attrition rates, trade name and technology royalty rates, future cash flows, discount rates, property appraisals, and long-term growth rates. As of March 30, 2024, assets and liabilities are recorded based on preliminary data and assumptions as the Corporation is in the process of reviewing information related to the determination of the fair values. The provisional assets and liabilities may be adjusted to reflect the finally determined amounts, and those adjustments may be material. The Corporation expects to finalize the purchase price allocation no later than one year from the date of the acquisition. During the three months ended March 30,

2024, the Corporation revised the preliminary purchase price allocation resulting in a net increase to goodwill of $1.1 million, primarily attributable to adjustments to accrued expenses.

The following table summarizes the results of Kimball International operations that are included in the Corporation's Condensed Consolidated Statement of Comprehensive Income for the three-month period ended March 30, 2024.


	Three Months Ended
	March 30, 2024
Net sales	$	147.5
Net income	$	6.2

Pro Forma Results of Operations

The following table provides, on a pro forma basis, the combined results of operations of HNI Corporation and Kimball International for the three-month period ended April 1, 2023, as though the acquisition and related financing had occurred as of January 2, 2022, the first day of the Corporation's 2022 fiscal year. The pro forma results include certain purchase accounting adjustments such as: reclassifications to conform Kimball International's results to the Corporation's financial statement presentation; estimated depreciation and amortization expense on acquired tangible and intangible assets; estimated share based compensation expense for Kimball International equity awards converted to the Corporation's equity awards; interest associated with additional borrowings to finance the acquisition; non-recurring transaction costs as outlined above; and the impact to income tax expense. This pro forma information is not necessarily reflective of what the Corporation's results would have been had the acquisition occurred on the date indicated, nor is it indicative of future results.


	Three Months Ended
	April 1, 2023
Net sales	$	640.4
Net income	$	4.3