ACQUISITION (Tables)

6 Months Ended

Jun. 30, 2018

Summary of Preliminary Fair Values Assigned to Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values assigned to the assets acquired and liabilities assumed and resulting goodwill. These values are not yet finalized and are subject to change, which could be significant. The amounts recognized will be finalized as the information necessary to complete the analyses is obtained, but no later than one year from the acquisition date (“the measurement period”).

Recognized amounts of identifiable assets and liabilities as of the January 25, 2018 acquisition date (in thousands):



	Amounts Recognized as of Acquisition Date (Previously disclosed in March 31, 2018 Form 10-Q)		Measurement period adjustments			Amounts Recognized as of Acquisition Date
Cash	$	7,506	$	—		$	7,506
Customer receivables	8,717		—			8,717
Inventory	14,675		(3,851		)	10,824
Other current assets	447		—			447
Property, plant, and equipment, net	1,250		—			1,250
Intangible assets	131,300		25			131,325
Other non-current assets	292		—			292
Total assets acquired	$	164,187	$	(3,826	)	$	160,361
Accounts payable	3,374		—			3,374
Other current liabilities	12,244		(3,614		)	8,630
Deferred income taxes	29,744		(816		)	28,928
Other noncurrent liabilities	1,637		—			1,637
Total liabilities assumed	$	46,999	$	(4,430	)	$	42,569
Net assets acquired	$	117,188	$	604		$	117,792

Purchase price	$	311,254				$	311,254
Less: Fair value of acquired identifiable assets and liabilities	117,188					117,792
Goodwill	$	194,066				$	193,462

Summary of Identifiable Intangible Assets and their Estimated Useful Lives

The following table summarizes the estimated fair value of Muuto’s identifiable intangible assets and their estimated useful lives (in thousands):



	Fair Value as of January 25, 2018		Estimated Useful Life (in years)
Indefinite-lived intangible assets:
Trade name	$	65,000	Indefinite
Finite-lived intangible assets:
Wholesale customer relationships	33,000		15
Contract customer relationships	22,000		9
Copyrights & designs	10,000		7
Non-competition agreements	1,325		3
	$	131,325

Acquisition Pro Forma Information

The amount of sales and net loss that resulted from the acquisition and attributable to Knoll, Inc. stockholders included in the Condensed Consolidated Statements of Operations and Comprehensive Income during the periods ended June 30, 2018 were as follows (in thousands):



	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
Sales	$	21,005		$	36,191
Net loss attributable to Knoll, Inc. stockholders	$	(1,951	)	$	(2,105	)

Unaudited pro forma information for the Company for the six months ended June 30, 2018 and 2017 as if the acquisition had occurred January 1, 2017 is as follows (in thousands):



	Six Months Ended June 30,
	2018		2017
Pro forma sales	$	624,058	$	557,494
Pro forma net earnings attributable to Knoll, Inc. stockholders	$	32,591	$	25,601