ACQUISITION

6 Months Ended

Jun. 30, 2019

On January 25, 2018, the Company acquired one hundred percent (100%) of the shares of Muuto Holding ApS and MIE4 Holding 5 ApS, which collectively hold substantially all the business operations of Muuto ApS (“Muuto”). Muuto’s affordable luxury products span commercial and residential applications, adding scale and diversity to the Company’s business. The aggregate purchase price for the acquisition was $303.7 million, net of $7.6 million of cash acquired. The Company recorded acquisition costs and certain other costs of $1.5 million within selling, general, and administrative expenses in its Condensed Consolidated Statement of Operations and Comprehensive Income, during the six months ended June 30, 2018.

The following table presents unaudited pro forma information for the period presented as if the acquisition had occurred as of January 1, 2017 (in millions):



	Six Months Ended June 30, 2018
Pro forma sales	$	624.1
Pro forma net earnings attributable to Knoll, Inc. stockholders	$	32.6

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical condensed consolidated financial statements of the Company and from the historical consolidated financial statements of Muuto.

The pro forma financial information presented above includes adjustment for: (1) incremental amortization expense related to fair value adjustments to identifiable intangible assets, (2) incremental interest expense for outstanding borrowings to reflect the terms of the Amended Credit Agreement, (3) nonrecurring items and (4) the tax effect of the above adjustments.

The pro forma information presented for the six months ended June 30, 2018 includes adjustments for future payments that are considered compensation for post combination service of $1.5 million, acquisition related inventory valuation of $0.9 million, incremental interest expense of $0.9 million, incremental amortization of intangibles of $0.1 million, as well as combined acquisition costs and loss on debt extinguishment of $2.9 million. The income tax impact of these adjustments for the six months ended June 30, 2018 was $0.9 million.

For further information on acquisitions, refer to the Company’s annual report on Form 10-K for the year ended December 31, 2018.