35 unchanged sentences
We have incurred and expect to continue to incur a number of non-recurring fees and costs associated with combining the operations of Herman Miller and Knoll and achieving desired synergies.
−Removed: These costs and expenses include those related to
−Removed: formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs.
+Added: These costs and expenses include those related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs.
Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.
2 unchanged sentences
Customer demand within the contract furniture and retail furnishings industries is affected by various macroeconomic factors with general corporate profitability, service sector employment levels, new office construction rates, and existing office vacancy rates being among the most influential factors.
−Removed: Declines in these measures have had an adverse effect on overall furniture demand.
+Added: Continued declines in these measures over recent years have had an adverse effect on overall furniture demand.
Additionally, factors and changes specific to our industry, such as developments in technology, governmental standards and regulations, and health and safety issues, can influence demand.
31 unchanged sentences
Fluctuations in the rate of exchange between these currencies could negatively impact our business and our financial performance.
−Removed: Additionally, tariff and import
−Removed: regulations, international tax policies and rates, and changes in U.S.
+Added: Additionally, tariff and import regulations, international tax policies and rates, and changes in U.S.
and international monetary policies may have an adverse impact on results of operations and financial condition.
3 unchanged sentences
As a safety measure, we have also stopped taking new orders and fulfilling orders in Ukraine.
−Removed: This region represents a small portion of our International Contract and Specialty business, and we do not rely on any material goods from suppliers in these regions.
−Removed: 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.
−Removed: Fiscal year 2023 and 2022 annualized revenues from these countries were approximately $0.2 million and $6.4 million, respectively.
−Removed: None of the revenue recognized in fiscal year 2023 was from dealers located in countries under sanction.
+Added: This region represents a small portion of our International Contract & Specialty business, and we do not rely on any material goods from suppliers in these regions.
+Added: While we do not have manufacturing facilities or offices in the region, we have historically sold products to two dealers in Russia and two in Belarus.
+Added: None of the revenue recognized in fiscal year 2024 and 2023 was from dealers located in countries under sanction.
Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could adversely affect our business and/or our supply chain, business partners or customers in the broader region.
10 unchanged sentences
Although we believe none of these covenants is currently restrictive to our operations, our ability to meet the financial covenants can be affected by events beyond our control.
−Removed: Recent events affecting the financial services industry could have an adverse impact on the Company's business operations, financial condition, and results of operations.
−Removed: The 2023 closures of certain banks have created bank-specific and broader financial institution liquidity risk and concerns.
−Removed: Future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access working capital needs, and create additional market and economic uncertainty.
−Removed: Although the Company does not have any deposits with any of the banks that have been placed into receivership to date, some of our customers may have deposits with them, which may expose us to potential risks that could impact our financial position and operations.
−Removed: This could include an adverse impact on the ability of our customers to pay amounts they owe to the Company.
−Removed: In addition, if any of our vendors have relationships with any of the banks that have been closed, it could negatively impact their ability to deliver goods and services to the Company.
−Removed: More generally, these events have resulted in market disruption and volatility and could lead to greater instability in the credit and financial markets and a deterioration in confidence in economic conditions.
−Removed: Our operations may be adversely affected by any such economic downturn, liquidity shortages, volatile business environments, or unpredictable market conditions.
−Removed: These events could also make any necessary debt or equity financing more difficult and/or costly.
−Removed: The future effect of these events on the financial services industry and broader economy are unknown and difficult to predict but could include failures of other financial institutions to which we or our customers, vendors, or other counterparties face direct or more significant exposure.
−Removed: Any such developments could adversely impact our results of operation and financial position.
−Removed: There may be other risks we have not yet identified.
−Removed: We are working to identify any potential impact of these events on our business in order to minimize any disruptions to our operations.
−Removed: However, we cannot guarantee we will be able to avoid any negative consequences relating to these recent developments or any future related developments.
Manufacturing, Supply Chain and Distribution Related Risks
14 unchanged sentences
Disruptions in this flow of delivery may have a negative impact on our business, results of operations, and financial condition.
−Removed: In fiscal year 2022, the price of steel was impacted by shortages and disruptions in the steel industry as a result of the COVID-19 pandemic.
−Removed: These disruptions have not had a significant impact on our ability to manufacture and supply products to our customers, but they have negatively impacted the cost of procuring such materials.
−Removed: In the short-term, significant increases in raw material, commodity and other input costs can be difficult to offset with price increases because of existing contractual commitments with our customers.
−Removed: As a result, our gross margins can be adversely affected in the short-term by significant increases in these costs.
−Removed: If we are not successful in passing along higher commodity and other input costs to our customers over the long-term because of competitive pressures, our profitability could be negatively impacted.
Increases in the market prices of manufacturing materials may negatively affect our profitability.
2 unchanged sentences
In particular, the costs of steel, plastic, aluminum components, and particleboard are sensitive to the market prices of commodities such as raw steel, aluminum, crude oil, lumber, and resins.
−Removed: Increases in the market prices of these commodities due to the recent ban on Russian oil imports as a result of the current war between Russia and Ukraine may have an adverse impact on our profitability if we are unable to offset them with strategic sourcing, continuous improvement initiatives or increased prices to our customers.
Disruptions within our dealer network could adversely affect our business.
22 unchanged sentences
We test the goodwill and intangible assets for impairment both on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount.
−Removed: Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding actual and forecasted revenue growth rates, operating margins, and discount rates.
+Added: Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding actual and forecasted revenue growth rates, operating margins, discount rates, and royalty rates.
Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units, declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital, or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-life intangible assets may not be recoverable.
−Removed: We may be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial statements.
+Added: We may be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial results.
Impairment of long-lived assets may adversely affect our operating results.
2 unchanged sentences
The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors.
−Removed: If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial statements.
+Added: If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial results.
Costs related to product defects could adversely affect our profitability.
8 unchanged sentences
For these sales channels to function and develop successfully, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information and other personal information regarding our customers, securely over public and private networks.
−Removed: Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere
−Removed: with our systems or processes or those of our vendors.
+Added: Third parties may have or develop the technology or knowledge to breach, disable, disrupt or interfere with our systems or processes or those of our vendors.
While we believe we take reasonable steps to protect the security and confidentiality of the information we collect, we cannot guarantee that our security measures will effectively prevent others from obtaining unauthorized access to our information and our customers’ information.
15 unchanged sentences
Due to the political uncertainty and military actions involving Russia, Ukraine, and surrounding regions, we and the third parties upon which we rely may be vulnerable to a currently heightened risk of information technology breaches, computer malware, or other cyber-attacks, including attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our products.
−Removed: We are unable to control many of the factors affecting consumer spending.
+Added: We are unable to control the factors affecting consumer spending.
Declines in consumer spending on furnishings could reduce demand for our products.
14 unchanged sentences
We may incur significant increased costs and become subject to additional potential liabilities under environmental and other laws and regulations aimed at combating climate change.
−Removed: We expect to incur significant costs as we work to implement the 2030 sustainability goals we announced in 2022, which include efforts to reduce our carbon footprint, design out waste, and source better materials.
−Removed: Also, increased focus by the U.S.
+Added: Increased focus by the U.S.
and other governmental authorities on climate change and other environmental matters has led to enhanced regulation in these areas, which is expected to result in increased compliance costs and could subject us to additional potential liabilities.
5 unchanged sentences
Failure to comply with these regulations or failure to obtain approval of products from certifying agencies could adversely affect the sales of these products and have a material negative impact on operating results.
−Removed: Item 1B Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.