-----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, N2qYgQtbirr1DEYIDl5iOvHawjxC3+H9uXbgNCUNZ0ItWXeTdUOlMOTqo9qWrnHK QCxI/0s5oatXFoybevHcjA== 0001181431-07-062663.txt : 20071017 0001181431-07-062663.hdr.sgml : 20071017 20071017164847 ACCESSION NUMBER: 0001181431-07-062663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071017 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071017 DATE AS OF CHANGE: 20071017 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: 071176864 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 rrd175353.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):  10/17/2007
 
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))
 

 
Item 2.02.    Results of Operations and Financial Condition
 
On October 17, 2007, Knoll, Inc. (the "Company") issued a press release reporting its financial results for the three-month period ending September 30, 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On October 17, 2007, the Company announced that Kathleen G. Bradley, the Company's President and Chief Executive Officer of Knoll North America, intends to retire sometime in 2008. The Company has begun a search for a President and Chief Operating Officer of the North American Office business.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

99.1 Press Release, dated October 17, 2007.

The information in this report under Items 2.02 and 9.01, 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: October 17, 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
EX-99.1 2 rrd175353_21987.htm PRESS RELEASE 1235 Water Street

KNOLL 1235 Water Street

East Greenville, PA 18041

Tel 215 679-7991

Press Release

Knoll, Inc. Delivers Strong Third Quarter Results

Announces management succession plans.

EAST GREENVILLE, PA, October 17, 2007 -- Knoll, Inc. (NYSE: KNL) today announced results for the third quarter ended September 30, 2007. Net sales were $254.0 million for the quarter, an increase of 4.3% from third quarter 2006. Operating income was $34.3 million, or 13.5% of net sales, an increase of 13.6% from the third quarter 2006, and net income was $18.4 million, an increase of 17.9% over the third quarter 2006. Diluted earnings per share was $0.37 compared to $0.33 adjusted earnings per share in the prior year, an increase of 12.1%.

"We are pleased to have posted another strong quarter of results," said Andrew Cogan, CEO Knoll, Inc. "In the face of slowing industry growth, we have demonstrated that our operating discipline and design leadership can continue to produce margin expansion and industry leading levels of profitability."

"Today we are also announcing Kass Bradley's desire to retire sometime in 2008. Kass has been an extraordinary leader and while we will miss the chance to work with her day to day I am happy that she intends to stay on the Board and I look forward to continuing to work with her in that capacity as we build Knoll."

"We have begun a search for a President and COO of our North America Office business and I am pleased to announce the promotions of Art Graves, Steve Grover and Barry McCabe to Executive Vice Presidents of Sales and Distribution, Operations, and Finance, respectively effective January 1, 2008. We have a deep and strong management team at Knoll and I anticipate a seamless evolution of our North American leadership."

"On behalf of our associates, dealers, clients and shareholders please join me in thanking Kass for all that she has done for Knoll and in wishing her the best as she begins a new chapter in her life."

Third Quarter Results

Third quarter 2007 financial results highlights follow:

Dollars in Millions Except Per Share Data

 

Three Months Ended

 

Percent

 
   

9/30/07

 

9/30/06

 

Change

 
                   

Net Sales

 

$

254.0

 

$

243.6

 

4.3

%

Gross Profit

   

88.2

   

81.2

 

8.6

%

Operating Expenses

   

54.0

   

51.1

 

5.7

%

Operating Income

   

34.3

   

30.2

 

13.6

%

Net Income

   

18.4

   

15.6

 

17.9

%

Earnings Per Share - Diluted

   

.37

   

.31

 

19.4

%

Adjusted Earnings Per Share - Diluted

   

.37

   

.33

 

12.1

%

Backlog

   

169.8

   

170.6

 

(0.5)

%

 

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 Adjusted Earnings Per Share to Earnings Per Share, see "Reconciliation of Non-GAAP Financial Measures" below.

Net sales for the quarter were $254.0 million, an increase of $10.4 million, or 4.3%, over the third quarter of 2006 representing increased volume and price realization from previously implemented price increases. Our International businesses and Specialty products experienced the strongest growth in the quarter.

Backlog of unfilled orders at September 30, 2007 was $169.8 million as compared to $170.6 million at September 30, 2006.

Gross profit for the third quarter of 2007 was $88.2 million, an increase of $7.0 million, or 8.6%, over the same period in 2006. Gross margin increased to 34.7% from 33.3% in the same quarter of 2006 and sequentially increased from 34.3% in the second quarter of 2007. The increase from the third quarter of 2006 largely resulted from better pricing, favorable product mix and improved factory performance. This increase was partially offset by the strengthening Canadian Dollar.

Operating expenses for the quarter were $54.0 million, or 21.3% of sales, compared to $51.1 million, or 21.0% of sales, for the third quarter of 2006. The increase in operating expense dollars during the third quarter of 2007 was due to investments in growth initiatives and product development. Incentive compensation as a result of increased sales levels and higher operating profits also contributed to the increase. Third quarter 2006 operating expenses also included approximately $882 thousand of costs related to our secondary public offering completed in August 2006, additional costs incurred in connection with our buyback of 3.9 million shares from Warburg Pincus, and additional bank and related fees associated with the amendment of our credit facility.

Our operating income for the third quarter of 2007 increased by 110 basis points to 13.5% of sales from 12.4% of sales in the same period in the prior year.

Interest expense decreased $0.4 million over the third quarter 2006 due to the decrease in average debt outstanding for the quarter coupled with a lower average interest rate on our new revolving credit facility. Other expense for the third quarter 2007 was $0.8 million. Other expense includes $1.0 million of losses from foreign currency translations offset by other income. Other expense for the third quarter 2006 was approximately $0.3 million and consisted of gains on foreign currency translations offset by unrealized derivative losses.

The effective tax rate was 33.9% for the quarter, as compared to 34.5% for the same period last year. The decrease in the effective tax rate is largely due to an adjustment of our contingent tax reserve and the mix of pretax income in the countries in which we operate. Net income for the third quarter 2007 was $18.4 million, or $0.37 diluted earnings per share, as compared to $15.6 million, or $0.33 adjusted earnings per share, for the same quarter in 2006.

 

 

 

 

 

Cash generated from operations during the third quarter 2007 was $27.4 million, compared to $32.6 million in the same period of 2006. Capital expenditures for the third quarter 2007 totaled $3.8 million compared to $4.1 million for 2006. We repaid $20.0 million of debt during the third quarter of 2007 compared to net borrowings of $53.6 million during 2006. We also paid a quarterly dividend of $5.3 million or $0.11 per share in the third quarter of 2007 compared to $4.7 million or $0.10 per share in the third quarter of 2006.

 

Barry L. McCabe, Chief Financial Officer said, "We are pleased that our efforts to improve gross profit margins and increase financial flexibility are contributing to our strong results."

Fourth Quarter 2007 Outlook

The Company stated that it expects fourth quarter 2007 revenue to be in the range of $265-275 million. Earnings per share estimates are between $0.36 and $0.38.

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 secondary public offering expenses. 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

September 30,

     

2007

   

2006

 
                 

Earnings per Share - Diluted

 

$

0.37

 

  

$

0.31

 

Add back:

 

 

   

  

 

 

 

Public offering expenses

-

0.02

         

  

     

Adjusted Earnings per Share - Diluted

$

0.37

$

0.33

 

Conference Call Information

Knoll will host a conference call on Thursday, October 18, 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 866 510-0707

International 617 597-5376

Passcode 12175975

About Knoll

Since 1938, Knoll has been recognized internationally for creating workplace and residential furnishings that inspire, evolve and endure. Today, our commitment to modern design, our understanding of the workplace and our dedication to sustainable design has yielded a unique portfolio of products that respond and adapt to changing needs. Knoll is aligned with the U.S. Green Building Council and can help companies, healthcare organizations and educational institutions achieve Leadership in Energy and Environmental Design (LEED(R)) workplace certification. Knoll is the contract furniture industry's first member of the Chicago Climate Exchange (CCX(R)) and is the founding sponsor of the World Monuments Fund Modernism at Risk program.

 

 

 

 

 

 

 

 

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 ma terially 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 currency 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, the ability to successfully integrate and manage the acquired business, 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

September 30,

 

Nine Months Ended

September 30,

     

2007

   

2006

   

2007

 

2006

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

 
                               

Sales

 

$

253,962

 

  

$

243,609

 

 

$

773,998

  

$

709,185

  

Cost of sales

 

 

165,713

 

  

 

162,389

 

 

 

507,832

  

 

479,227

  

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

88,249

 

  

 

81,220

 

 

 

266,166

  

 

229,958

  

Selling, general, and administrative expenses

 

 

53,967

 

  

 

51,062

 

 

 

163,469

  

 

148,627

  

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

34,282

 

  

 

30,158

 

 

 

102,697

  

 

81,331

  

Interest expense

 

 

5,629

 

  

 

5,983

 

 

 

18,584

  

 

16,779

  

Other income (expense), net

 

 

(794

)

  

 

(309

)

 

 

(3,907

)

 

453

 
   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

 

27,859

 

  

 

23,866

 

 

 

80,206

  

 

65,005

  

Income tax expense

 

 

9,446

 

  

 

8,227

 

 

 

29,451

  

 

24,361

  

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,413

 

  

$

15,639

 

 

$

50,755

  

$

40,644

  

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

  

 

 

 

 

 

 

  

 

 

  

Basic

 

$

.38

 

  

$

.32

 

 

$

1.05

  

$

.81

  

Diluted

 

$

.37

 

  

$

.31

 

 

$

1.03

  

$

.78

  

Weighted-average shares outstanding:

 

 

 

 

  

 

 

 

 

 

 

  

 

 

  

Basic

 

 

48,568,698

 

  

 

48,689,937

 

 

 

48,250,009

  

 

50,409,387

  

Diluted

 

 

49,327,042

 

  

 

50,038,195

 

 

 

49,335,647

  

 

52,043,469

  

 

KNOLL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

  

September 30,

2007

   

December 31, 2006

 

   

(Unaudited)

       

ASSETS

  

 

 

 

 

 

 

 

Current assets:

  

 

 

 

 

 

 

 

Cash and cash equivalents

  

$

18,731

 

 

$

16,038

 

Customer receivables, net

  

 

131,136

 

 

 

132,970

 

Inventories

  

 

80,708

 

 

 

75,930

 

Prepaid and other current assets

  

 

16,062

 

 

 

23,446

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total current assets

  

 

246,637

 

 

 

248,384

 

Property, plant, and equipment, net

  

 

140,665

 

 

 

137,729

 

Intangible assets, net

  

 

239,469

 

 

 

238,291

 

Other noncurrent assets

  

 

5,761

 

 

 

7,733

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total Assets

  

$

632,532

 

 

$

632,137

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

  

 

 

 

 

 

 

 

Current maturities of long-term debt

  

$

126

 

 

$

2,996

 

Accounts payable

  

 

62,635

 

 

 

72,567

 

Other current liabilities

  

 

86,407

 

 

 

95,651

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total current liabilities

  

 

149,168

 

 

 

171,214

 

Long-term debt

  

 

308,407

 

 

 

347,320

 

Other noncurrent liabilities

  

 

113,234

 

 

 

109,219

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total liabilities

  

 

570,809

 

 

 

627,753

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Stockholders' equity

  

 

61,723

 

 

 

4,384

 
   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

  

$

632,532

 

 

$

632,137

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KNOLL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

 

 

Nine Months Ended September 30,

 

   

2007

   

2006

   
   

(Unaudited)

   

(Unaudited)

   
                   

Net income

  

$

50,755

 

 

$

40,644

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows provided by Operating Activities

  

 

64,469

 

 

 

38,536

 

 

                   

Cash Flows used in Investing Activities

  

 

(10,705

)

 

 

(7,329

)

 

                   

Cash Flows used in Financing Activities

  

 

(53,262

)

 

 

(24,333

)

 

                   

Effect of exchange rate changes on cash and cash equivalents

  

 

2,191

 

 

 

1,177

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

Increase in cash and cash equivalents

  

 

2,693

 

 

 

8,051

 

 

 

 

 

Cash and cash equivalents at beginning of period

  

 

16,038

 

 

 

10,695

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

Cash and cash equivalents at end of period

  

$

18,731

 

 

$

18,746

 

 

   

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

   

 

 

 

 

 

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