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):  04/15/2011

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 April 15, 2011, Knoll, Inc. (the "Company") issued a press release reporting its financial results for the three-month period ending March 31, 2011. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Company makes 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 15, 2011, 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.

SIGNATURES

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 15, 2011	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 15, 2011, concerning financial results

EX-99.1

Knoll1235 Water Street

East Greenville, PA 18041

Tel 215 679-7991

Press Release

Knoll Starts 2011 With Strong First Quarter Results

EAST GREENVILLE, PA, April 15, 2011 -- Knoll, Inc. (NYSE: KNL) today announced results for the first quarter ended March 31, 2011. Net sales were $220.9 million for the quarter, an increase of 26.0% from first quarter of 2010. Operating profit for the quarter was $20.9 million, compared with $9.4 million in the first quarter of 2010. Excluding restructuring charges of $0.5 million, adjusted operating profit was $21.4 million for the first quarter of 2011, or 9.7% of net sales, an increase of 64.6% when compared to adjusted operating profit for the first quarter of 2010. Net income for the first quarter of 2011 was $9.2 million, an increase of 318.2% when compared with the first quarter of 2010. Earnings per share was $0.20 for the quarter compared to $0.05 per share in the prior year. Adjusted earnings per share was $0.10 for the first quarter of 2010.

"Our positive momentum in the marketplace continued as we moved into 2011," commented Andrew Cogan, CEO. "The combination of improved economic conditions and our investments in innovative new designs drove double digit top line growth and year-over-year margin expansion which helped to more than double our EPS. We have an exciting program of new product introductions for our upcoming NeoCon 2011 trade show which continues to support our strategic focus on design-driven businesses and product categories."

First Quarter Results

First quarter 2011 financial results highlights follow:

Dollars in Millions Except Per Share Data	Three Months Ended				Percent
	3/31/11		3/31/10		Change
Net Sales	$	220.9	$	175.3		26.0	%
Gross Profit		68.4		56.7		20.6	%
Operating Expenses		47.0		43.6		7.8	%
Restructuring Charges		0.5		3.6		(86.1)	%
Operating Profit		20.9		9.4		122.3	%
Adjusted Operating Profit		21.4		13.0		64.6	%
Net Income		9.2		2.2		318.2	%
Earnings Per Share - Diluted		.20		.05		300.0	%
Adjusted Earnings Per Share		.20		.10		100.0	%
Backlog		171.9		138.9		23.8	%

Adjusted earnings per share and adjusted operating profit are non-GAAP financial measures and are calculated by excluding from earnings per share and operating profit items we believe to be infrequent or not indicative of our operating performance. For a reconciliation of adjusted earnings per share and adjusted operating profit to earnings per share and operating profit, respectively, see "Reconciliation of Non-GAAP Financial Measures" below.

Net sales for the quarter were $220.9 million, an increase of $45.6 million, or 26.0%, from the first quarter of 2010. Sales increased double digits across all product categories with the largest gains occurring in office systems. Backlog of unfilled orders at March 31, 2011, was $171.9 million, an increase of $33.0 million, or 23.8%, compared to unfilled orders of $138.9 million at March 31, 2010.

Gross profit for the first quarter of 2011 was $68.4 million, an increase of $11.7 million, or 20.6%, when compared with the same period in 2010. First quarter 2011 gross margin (gross profit as a percentage of net sales) decreased to 31.0% from 32.3% in the same quarter of 2010. The decrease from the first quarter of 2010 resulted from price deterioration, transportation inflation, and raw material inflation. The strengthening of the Canadian dollar and Euro also negatively affected our gross margin.

Operating expenses for the first quarter of 2011 were $47.0 million, or 21.3% of sales, compared to $43.6 million, or 24.9% of sales, for the first quarter of 2010. The increase in operating expenses during the first quarter of 2011 was in large part due to increased sales commissions and incentive compensation associated with our higher sales volumes. These increases accounted for $2.7 million of the increase in operating expenses from the first quarter of 2010 to the first quarter of 2011.

Our operating profit for the first quarter of 2011 was $20.9 million, an increase of $11.5 million, or 122.3%, when compared with the same period in 2010. Operating profit as a percent of net sales was 9.5%. Operating profit for the first quarter of 2011 includes restructuring charges of $0.5 million. Excluding those restructuring charges, operating profit would have been $21.4 million, or 9.7% of net sales. When compared with the prior year, adjusted operating margin (operating profit as a percentage of net sales) for the first quarter of 2011 increased from 7.4% to 9.7%. For a reconciliation of adjusted operating profit to GAAP operating profit, see "Reconciliation of Non-GAAP Financial Measures" below.

During the first quarter of 2011, other expense included $1.8 million of foreign exchange losses, $1.0 million of miscellaneous expense related to a negative judicial ruling, offset by $0.5 million of income. Other expense for the first quarter of 2010 included $1.5 million of foreign exchange losses offset by $0.1 million of miscellaneous income.

The mix of pretax income and the varying effective tax rates in the countries in which we operate directly affects our consolidated effective tax rate. The effective tax rate was 36.8% for the quarter, as compared to 42.3% for the same period last year.

Cash used in operations during the first quarter 2011 was $16.8 million, compared with cash provided by operations of $11.5 million the year before. Capital expenditures for the period totaled $2.0 million compared to $1.3 million in the comparable period for 2010. During the first quarter of 2011 the Company repaid $3.0 million of debt and purchased $12.4 million of common stock using stock option proceeds. The Company also paid a quarterly dividend of $2.8 million, or $0.06 per share, in the first quarter of 2011 compared to $0.9 million, or $0.02 per share, in the first quarter of 2010.

"We have now seen three consecutive quarters of strong orders and sales growth across all our product categories with systems showing the greatest improvement this quarter. Since systems has lagged the other categories in the recovery and declined the most during this recession, this improvement bodes particularly well for us because of our strong systems position", stated Barry L. McCabe, EVP & CFO.

Reconciliation of Non-GAAP Financial Measures

This release contains adjusted earnings per share and adjusted operating profit measures, which are both non-GAAP financial measures. Adjusted earnings per share and adjusted operating profit are calculated by excluding from earnings per share and operating profit items that we believe to be infrequent or not indicative of our operating performance. For the periods covered by this release such items consist of expenses associated with restructuring activities. We present adjusted earnings per share and adjusted operating profit because we consider them to be important supplemental measures of our performance and believe them to be useful to show ongoing results from operations distinct from items that are infrequent or not indicative of our operating performance.

Adjusted earnings per share and adjusted operating profit are not measurements of our financial performance under GAAP and should not be considered as an alternative to earnings per share or operating profit under GAAP. Adjusted earnings per share and adjusted operating profit have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, in evaluating adjusted earnings per share and adjusted operating profit, 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 and adjusted operating profit 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 and adjusted operating profit only supplementally.

The following table reconciles adjusted earnings per share to earnings per share for the periods indicated.

	Three Months Ended March 31,
		2011	2010
Earnings per Share - Diluted	$	0.20	$	0.05
Add back:
Restructuring charges		-		0.05
Adjusted Earnings per Share - Diluted	$	0.20	$	0.10

The following table reconciles adjusted operating profit to operating profit for the periods indicated.

	Three Months Ended March 31,
		2011		2010
Operating Profit ($mm)	$	20.9		$	9.4
Add back:
Restructuring charges		0.5			3.6
Adjusted Operating Profit	$	21.4		$	13.0
Net sales ($mm)	$	220.9		$	175.3
Operating Margin		9.5	%		5.4	%
Adjusted Operating Margin		9.7	%		7.4	%

Conference Call Information

Knoll will host a conference call on Friday, April 15, 2011 at 10:00 A.M. EST to discuss its financial results.

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 866 362-4831

International 617 597-5347

Passcode 66311378

A replay of the webcast can be viewed by visiting the Investor Relations section of the Knoll corporate website.

In addition, an audio replay of the conference call will be available through April 22, 2011 by dialing 888 286-8010. International replay: 617 801-6888 (Passcode: 10434676).

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 the Canadian Green Building Council and can help companies achieve Leadership in Energy and Environmental Design LEED® workplace certification. Knoll 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, revenue levels, 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," "goals, " "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward- looking statements. This includes, without limitation, our statements and expectations regarding any current or future recovery in our industry. 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 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 financial strength and stability of our suppliers, customers and dealers, access to capital, 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

Executive Vice President and Chief Financial Officer

Tel 215 679-1301

bmccabe@knoll.com

Media: David E. Bright

Senior 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,
		2011	2010
	(Unaudited)		(Unaudited)
Sales	$	220,858	$	175,259
Cost of sales		152,457		118,598
Gross profit		68,401		56,661
Selling, general, and administrative expenses		47,016		43,645
Restructuring charges		471		3,608
Operating income		20,914		9,408
Interest expense		4,017		4,153
Other expense, net		2,328		1,413
Income before income tax expense		14,569		3,842
Income tax expense		5,367		1,627
Net income	$	9,202	$	2,215
Earnings per share:
Basic	$	.20	$	.05
Diluted	$	.20	$	.05
Weighted-average shares outstanding:
Basic		46,160,748		45,626,903
Diluted		46,874,899		45,865,732

KNOLL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	March 31, 2011		December 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,590	$	26,935
Customer receivables, net		139,155		126,780
Inventories		92,756		85,216
Prepaid and other current assets		20,548		22,229
Total current assets		257,049		261,160
Property, plant, and equipment, net		121,771		122,219
Intangible assets, net		298,076		298,347
Other noncurrent assets		5,554		5,706
Total Assets	$	682,450	$	687,432
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	144	$	135
Accounts payable		97,072		101,206
Other current liabilities		73,382		90,577
Total current liabilities		170,598		191,918
Long-term debt		242,000		245,000
Other noncurrent liabilities		128,320		124,128
Total liabilities		540,918		561,046
Stockholders' equity		141,532		126,386
Total Liabilities and Stockholders' Equity	$	682,450	$	687,432

KNOLL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Three Months Ended March 31,
	2011		2010
	(Unaudited)		(Unaudited)
Net income	$	9,202	$	2,215
Cash Flows (used in) provided by provided by Operating Activities		(16,848)		11,521
Cash Flows used in Investing Activities		(1,970)		(1,661)
Cash Flows used in Financing Activities		(5,201)		(5,676)
Effect of exchange rate changes on cash and cash equivalents		1,674		(2,010)
(Decrease) Increase in cash and cash equivalents		(22,345)		2,174
Cash and cash equivalents at beginning of period		26,935		5,961
Cash and cash equivalents at end of period	$	4,590	$	8,135