-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OIKP9SgdeY1pfXwCHFyOi/S8pJ29q2a8sBLpIe++Mz1AqVs19Cb0KJOG96rMacZQ +JgmuNTz2j1apDYAHaUT9g== 0001181431-07-026175.txt : 20070419 0001181431-07-026175.hdr.sgml : 20070419 20070419164747 ACCESSION NUMBER: 0001181431-07-026175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070419 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLL INC CENTRAL INDEX KEY: 0001011570 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 133873847 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12907 FILM NUMBER: 07776493 BUSINESS ADDRESS: STREET 1: 1235 WATER ST CITY: EAST GREENVILLE STATE: PA ZIP: 18041 BUSINESS PHONE: 2156797991 MAIL ADDRESS: STREET 1: 1235 WATER STREET CITY: EAST GREENVILLE STATE: PA ZIP: 18041 8-K 1 rrd155097.htm FORM 8-K Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  04/19/2007
 
Knoll, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-12907
 
Delaware
  
13-3873847
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1235 Water Street, East Greenville, Pennsylvania 18041
(Address of principal executive offices, including zip code)
 
(215) 679-7991
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Information to be included in the report

 
Item 2.02.    Results of Operations and Financial Condition
 
On April 19, 2007, Knoll, Inc. (the "Company") issued a press release reporting its financial results for the three-month period ended March 31, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company is making reference to non-GAAP financial measures in the attached press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

Exhibit 99.1 -- Press Release, dated April 19, 2007, concerning financial results.

The information in this report and the attached press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

 

Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
Knoll, Inc.
 
 
Date: April 19, 2007
     
By:
 
/s/    Michael A. Pollner

               
Michael A. Pollner
               
Vice President, General Counsel and Secretary
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release, dated April 19, 2007, concerning financial results.
EX-99.1 2 rrd155097_19573.htm PRESS RELEASE, DATED APRIL 19, 2007, CONCERNING FINANCIAL RESULTS. 1235 Water Street

KNOLL     1235 Water Street

East Greenville, PA 18041

Tel 215 679-7991

Press Release

Knoll, Inc. Starts 2007 with Continued Double Digit Growth and Strong Margin Expansion

Sales, Operating Profit, Net Income, EPS and Backlog All Grow by Double Digits

EAST GREENVILLE, PA, April 19, 2007 -- Knoll, Inc. (NYSE: KNL) today announced results for the first quarter ended March 31, 2007. Net sales were $247.9 million for the quarter, an increase of 13.7% from first quarter 2006. Operating income was $30.8 million, or 12.4% of net sales, an increase of 40.6% from the first quarter 2006, net income was $14.8 million, an increase of 45.1% over the first quarter 2006, and earnings per share was $0.30 compared to $0.20 adjusted earnings per share in the prior year.

"Knoll is firing on all cylinders," said Andrew Cogan, Chief Executive Officer. "Thanks to the breadth and diversity of our growth initiatives, for the third year in a row we are growing our sales faster than the industry. And, importantly in 2007, investments in our operations are resulting in significant improvements in both our gross and industry leading operating margins."

"We are encouraged by the ongoing activity in the business and look forward to an exciting NeoCon trade show in June, as we continue to make investments in strengthening and expanding our product portfolio. I want to congratulate and thank our associates and dealers for their strong performance and continued commitment to our success."

First Quarter Results

First quarter 2007 financial results highlights follow:

Dollars in Millions Except Per Share Data

 

Three Months Ended

 

Percent

 
   

3/31/07

 

3/31/06

 

Change

 
                   

Net Sales

 

$

247.9

 

$

218.1

 

13.7

%

Gross Profit

   

84.5

   

69.8

 

21.1

%

Operating Expenses

   

53.7

   

47.8

 

12.3

%

Operating Income

   

30.8

   

21.9

 

40.6

%

Net Income

   

14.8

   

10.2

 

45.1

%

Earnings Per Share - Diluted

   

.30

   

.19

 

57.9

%

Adjusted Earnings Per Share - Diluted

   

.30

   

.20

 

50.0

%

Backlog

   

193.5

   

174.1

 

11.1

%

 

Adjusted Earnings Per Share is calculated by excluding from Earnings Per Share items we believe to be infrequent or not indicative of our operating performance. For a reconciliation of Earnings Per Share to Adjusted Earnings Per Share, see "Reconciliation of Non-GAAP Financial Measures" below.

Net sales for the quarter were $247.9 million, an increase of $29.8 million, or 13.7%, over the first quarter of 2006, with all of our product categories continuing to experience double digit growth.

Backlog of unfilled orders at March 31, 2007 was $193.5 million, an increase of $19.4 million, or 11.1% compared to unfilled orders at March 31, 2006.

Gross profit for the first quarter of 2007 was $84.5 million, an increase of $14.7 million or 21.1%, over the same period in 2006. Gross margin increased to 34.1% from 32.0% in the same quarter of 2006 and sequentially increased from 32.6% in the fourth quarter of 2006. The increase from the first quarter of 2006 largely resulted from improved price realization, increased volume allowing for better absorption of fixed costs and lower material costs as a result of our global sourcing initiatives. These positive measures were partially offset by inflationary pressures on our material and labor costs.

Operating expenses for the quarter were $53.7 million, or 21.7% of sales, compared to $47.8 million, or 21.9% of sales, for the first quarter of 2006. The increase in operating expense dollars during the first quarter of 2007 was due to investments in growth initiatives and higher variable sales and incentive compensation as a result of increased sales levels and higher operating profits. In addition, first quarter 2006 operating expenses included $392 thousand of secondary offering costs.

Our operating income increased to 12.4% of sales from 10.0% of sales in the same period in the prior year.

Interest expense increased $1.2 million due to increased average debt for the quarter coupled with higher average interest rates. Other income (expense) decreased approximately $600 thousand due to losses from foreign currency translation.

The effective tax rate was 38.0% for the quarter, as compared to 39.1% for the same period last year. The decrease in the effective tax rate is largely due to the mix of pretax income in the countries in which we operate. Net income for the first quarter 2007 was $14.8 million, or $0.30 per share, as compared to $10.2 million, or $0.20 adjusted earnings per share, for the same quarter in 2006.

Cash generated from operations during the first quarter 2007 was $2.0 million, compared to $15.2 million used in operations the year before. Capital expenditures for the period totaled $3.0 million compared to $1.2 million for 2006. The Company repurchased approximately 0.5 million shares of its stock for $13.5 million during the first quarter of 2007 compared to 0.8 million shares for $16.3 million during the first quarter of 2006. The Company also had net borrowings during the first quarter of 2007 of $7.0 million primarily to fund working capital compared to net borrowings of $16.4 million during 2006. The Company also paid a quarterly dividend of $5.3 million or $0.11 per share in the first quarter of 2007 compared to $5.2 million or $0.10 per share in the first quarter of 2006.

Barry L. McCabe, Chief Financial Officer said, "We are very pleased with both our gross and operating margin expansions and the strength of our balance sheet. We reduced our leverage ratio to 2.4 to 1 and have $106 million available to us under our revolving credit facility."

 

Second Quarter 2007 Outlook

The Company stated that it expects second quarter 2007 revenue to be in the $262-272 million range, an increase of 6%-10% from the second quarter of 2006. Earnings per share estimates are between $0.35 and $0.37.

Reconciliation of Non-GAAP Financial Measures

Adjusted Earnings Per Share is calculated by excluding from Earnings Per Share items that we believe to be infrequent or not indicative of our operating performance. For the periods in this release such items consist of expenses associated with our February 2006 secondary public offering. We present Adjusted Earnings Per Share because we consider it an important supplemental measure of our performance and believe it is useful to show ongoing results from operations distinct from items that are infrequent or not indicative of our operating performance.

Adjusted Earnings Per Share is not a measurement of our financial performance under GAAP and should not be considered as an alternative to Earnings Per Share. Adjusted Earnings Per Share has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. In addition, in evaluating Adjusted Earnings Per Share, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted Earnings Per Share should not be construed as an inference that our future results will be unaffected by unusual or infrequent items. We compensate for these limitations by providing equal prominence of our GAAP results and using Adjusted Earnings Per Share only supplementally.

The following table reconciles Adjusted Earnings Per Share to Earnings Per Share for the periods indicated.

 

 

 

Three Months Ended

March 31,

     

2007

   

2006

 
                 

Earnings per Share - Diluted

 

$

0.30

 

  

$

0.19

 

Add back:

 

 

   

  

 

 

 

Public offering expenses

-

  

0.01

 

         

  

     

Adjusted Earnings per Share - Diluted

$

0.30

$

0.20

 

Conference Call Information

Knoll will host a conference call on Friday, April 20, 2007 at 10:00 A.M. EST to discuss its financial results, quarterly highlights and business outlook.

The call will include slides; participants are encouraged to listen to and view the presentation via webcast at http://www.knoll.com; go to "About Knoll" and click on "Investor Relations".

The conference call may also be accessed by dialing:

North America 866 356-3377

International 617 597-5392

Passcode 38315274

Headquartered in East Greenville, Pennsylvania, Knoll, founding sponsor of the World Monuments Fund Modernism at Risk program, serves clients worldwide. The Company operates four manufacturing sites in North America: East Greenville, Pennsylvania; Grand Rapids and Muskegon, Michigan; and Toronto, Ontario. In addition, Knoll has plants in Foligno and Graffignana, Italy. The Knoll commitment to high environmental standards is mandated by a comprehensive Environmental, Health & Safety Management Plan.

Cautionary Statement Regarding Forward-Looking Information

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Knoll, Inc.'s expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and readers must recognize that actual results may differ materially from the expectations of Knoll management. Knoll does not undertake a duty to update such forward-looking statements. Factors that may cause actual results to differ materially from those in the forward-looking statements include corporate spending and service-sector employment, price competition, acceptance of Knoll's new products, the pricing and availability of raw materials and components, foreign exchange, transportation costs, demand for high quality, well designed office furniture solutions, changes in the competitive marketplace, changes in the trends in the market for office furniture and other risks identified in Knoll's annual report on Form 10-K, and other filings with the Securities and Exchange Commission. Many of these factors are outside of Knoll's control.

Contacts

Investors: Barry L. McCabe

Senior Vice President and Chief Financial Officer

Tel 215 679-1301

bmccabe@knoll.com

Media: David E. Bright

Vice President, Communications

Tel 212 343-4135

dbright@knoll.com

KNOLL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended

March 31,

     

2007

   

2006

 
   

(Unaudited)

   

(Unaudited)

 
                 

Sales

 

$

247,947

 

  

$

218,100

 

Cost of sales

 

 

163,419

 

  

 

148,327

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Gross profit

 

 

84,528

 

  

 

69,773

 

Selling, general, and administrative expenses

 

 

53,748

 

  

 

47,836

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Operating income

 

 

30,780

 

  

 

21,937

 

Interest expense

 

 

6,492

 

  

 

5,347

 

Other income (expense), net

 

 

(376

)

  

 

237

 
   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

 

23,912

 

  

 

16,827

 

Income tax expense

 

 

9,084

 

  

 

6,574

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Net income

 

$

14,828

 

  

$

10,253

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

  

 

 

 

Basic

 

$

.31

 

  

$

.19

 

Diluted

 

$

.30

 

  

$

.19

 

Weighted-average shares outstanding:

 

 

 

 

  

 

 

 

Basic

 

 

47,729,863

 

  

 

52,778,094

 

Diluted

 

 

49,105,744

 

  

 

54,152,760

 

 

KNOLL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

  

March 31,

2007

   

December 31, 2006

 

   

(Unaudited)

       

ASSETS

  

 

 

 

 

 

 

 

Current assets:

  

 

 

 

 

 

 

 

Cash and cash equivalents

  

$

20,285

 

 

$

16,038

 

Customer receivables, net

  

 

128,188

 

 

 

132,970

 

Inventories

  

 

82,017

 

 

 

75,930

 

Prepaid and other current assets

  

 

21,732

 

 

 

23,446

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total current assets

  

 

252,222

 

 

 

248,384

 

Property, plant, and equipment, net

  

 

136,341

 

 

 

137,729

 

Intangible assets, net

  

 

237,821

 

 

 

238,291

 

Other noncurrent assets

  

 

6,599

 

 

 

7,733

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total Assets

  

$

632,983

 

 

$

632,137

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

  

 

 

 

 

 

 

 

Current maturities of long-term debt

  

$

2,996

 

 

$

2,996

 

Accounts payable

  

 

68,488

 

 

 

72,567

 

Other current liabilities

  

 

78,900

 

 

 

95,651

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total current liabilities

  

 

150,384

 

 

 

171,214

 

Long-term debt

  

 

353,600

 

 

 

347,320

 

Other noncurrent liabilities

  

 

109,165

 

 

 

109,219

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total liabilities

  

 

613,149

 

 

 

627,753

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Stockholders' equity

  

 

19,834

 

 

 

4,384

 
   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

  

$

632,983

 

 

$

632,137

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KNOLL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

 

Three Months Ended March 31,

 

   

2007

   

2006

   
   

(Unaudited)

   

(Unaudited)

   
                   

Net income

  

$

14,828

 

 

$

10,253

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows provided by (used in) Operating Activities

  

 

2,040

 

 

 

(15,230

 

                   

Cash Flows used in Investing Activities

  

 

(3,002

)

 

 

(1,186

)

 

                   

Cash Flows provided by Financing Activities

  

 

5,077

 

 

 

17,515

 

 

                   

Effect of exchange rate changes on cash and cash equivalents

  

 

132

 

 

 

44

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

Increase in cash and cash equivalents

  

 

4,247

 

 

 

1,143

 

 

 

 

 

Cash and cash equivalents at beginning of period

  

 

16,038

 

 

 

10,695

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

Cash and cash equivalents at end of period

  

$

20,285

 

 

$

11,838

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

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