XML 111 R10.htm IDEA: XBRL DOCUMENT v2.4.1.9
ACQUISITIONS
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
ACQUISITIONS
On February 3, 2014, the Company acquired Holly Hunt Enterprises, Inc (HOLLY HUNT®). The acquisition advances the Company's strategy of building its global capability as a resource for high-design workplaces and homes, including the commercial contract, decorator to-the-trade and consumer markets. The aggregate purchase price for the acquisition was $95.0 million, plus certain contingent payouts of up to $16.0 million in the aggregate based on the future performance of the business. The purchase price was funded from borrowings under the Company's revolving credit facility. The Company recorded the acquisition of HOLLY HUNT using the acquisition method of accounting and recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The results of operations of HOLLY HUNT have been included in the Company's Studio segment beginning February 3, 2014.

The amount of sales and net earnings that resulted from the acquisition and attributable to Knoll, Inc. stockholders included in the consolidated statements of operations and comprehensive income during the twelve months ended December 31, 2014 were as follows (in thousands):
Sales
$
102,572

Net earnings attributable to Knoll, Inc. stockholders
$
6,291



The following table summarizes the preliminary fair values assigned to the assets acquired and liabilities assumed as of the February 3, 2014 acquisition date (in thousands):
Working Capital (1)
$
14,376

Property, plant and equipment
5,995

Intangible assets
41,786

Contingent consideration
(16,000
)
Noncontrolling interests
(218
)
Other liabilities
(604
)
Fair value of net acquired identifiable assets and liabilities
$
45,335

 
 
Purchase Price
$
95,000

Less: Fair value of net acquired identifiable assets and liabilities
45,335

Goodwill
$
49,665


(1) Working capital accounts include cash, customer receivables, inventories, prepaid expenses and other current assets, accounts payable, and other current liabilities.

These above amounts are reflective of adjustments made during the fourth quarter of 2014, which include a $0.6 million reduction to working capital and an offsetting increase to goodwill. Additionally, these amounts are determined based on certain valuations and studies that have yet to be finalized, and accordingly, the assets acquired and liabilities assumed, as detailed above, are subject to adjustment once the detailed analyses are finalized. The goodwill recorded is deductible for income tax purposes.
3. ACQUISITIONS (continued)
The following table summarizes the preliminary fair value of intangible assets as of the acquisition date (in thousands):

 
Fair Value
Weighted-Average Useful Life
Intangible assets:
 
 
    Tradename
$
23,479

Indefinite
    Non-competition agreements
2,440

4
    Customer relationships
15,867

10
Total intangible assets
$
41,786

 


The Company recorded acquisition costs in its consolidated statement of operations and comprehensive income, within selling, general, and administrative expenses during the year ended December 31, 2014 as follows (in thousands):

Accounting and legal fees
$
435

Other
275

Total
$
710



The following unaudited pro forma summary financial information presents the operating results of the combined company, assuming the acquisition had occurred as of January 1, 2013 (in thousands): 

 
Years Ended December 31,
 
2014
 
2013
Pro forma sales
$
1,058,115

 
$
956,795

Pro forma net earnings attributable to Knoll, Inc stockholders
$
47,079

 
$
25,450



The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results that would have been attained had the acquisition occurred on January 1, 2013, nor is it indicative of results of operations for future periods. The pro forma information presented includes adjustments for acquisition costs, interest expense that would have been incurred to finance the acquisition, amortization and depreciation.
On March 1, 2012, the Company acquired Richard Schultz Design Inc., a designer and manufacturer of outdoor furniture for the residential, hospitality and contract office furniture markets. The closing cash purchase price was approximately $6.0 million. The Company acquired intangible assets, in connection with the acquisition, including the tradename ($2.8 million), customer relationships ($0.2 million), and non-competition agreements ($0.2 million). Goodwill relating to the acquisition was recorded at $3.2 million. Goodwill for tax purposes will be amortized over 15 years. The remaining intangibles acquired (customer relationships and non-competition agreements) were assigned finite useful lives and amortization will be recorded over the economic life of the intangibles.
The results of these acquisitions have been included in the Company's results of operations as of the respective acquisition dates. These acquisitions strengthen the Company's portfolio of products that can be offered.