Knoll 10-Q 2005
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For the quarterly period ended March 31, 2005
For the transition period from to
Commission File No. 333-118901
1235 Water Street
East Greenville, PA 18041
Telephone Number (215) 679-7991
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x
As of May 9, 2005, there were 50,593,165 shares of the Registrants common stock, par value $0.01 per share, outstanding.
TABLE OF CONTENTS FOR FORM 10-Q
PART I FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Data)
See accompanying notes.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Data)
See accompanying notes.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
See accompanying notes.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Knoll, Inc. (the Company) have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The consolidated balance sheet of the Company, as of December 31, 2004, was derived from the Companys audited consolidated balance sheet as of that date. All other consolidated financial statements contained herein are unaudited and reflect all adjustments which are, in the opinion of management, necessary to summarize fairly the financial position of the Company and the results of the Companys operations and cash flows for the periods presented. All of these adjustments are of normal recurring nature. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Form 10-K for the year ended December 31, 2004.
NOTE 2: NEW ACCOUNTING PRONOUNCEMENTS
In November 2004, the FASB issued SFAS No. 151, Inventory Costs (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions on January 1, 2006 and is currently evaluating the impact of SFAS 151 on the consolidated financial statements.
In December 2004, the FASB issued a revision of SFAS No. 123, Share-Based Payment (SFAS 123(R)), which supersedes SFAS No. 123 and APB Opinion No. 25. This statement focuses primarily on transactions in which an entity obtains employee services in exchange for share-based payments. The pro forma disclosure previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition. Under SFAS 123(R), a public entity generally is required to measure the cost of employee services received in exchange for an award of equity instrument based on the grant-date fair value of the award, with such cost recognized over the applicable vesting period. In addition, SFAS 123(R) requires an entity to provide certain disclosures in order to assist in understanding the nature of share-based payment transactions and the effects of those transactions on the financial statements. The provisions of SFAS 123(R) were required to be applied as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. In April of 2005 the SEC announced that it would provide for a phased-in implementation process requiring the Company to be in compliance with provisions no later than the beginning of the first fiscal year beginning after June 15, 2005. As such, the Company is required to adopt the provisions of SFAS 123(R) by January 1, 2006. Under SFAS No. 123(R), the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at the date of adoption. The permitted transition methods include either retrospective or prospective adoption. Under the retrospective option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options at the beginning of the first quarter of adoption of SFAS No. 123(R), while the retrospective method would record compensation expense for all unvested stock options beginning with the first period presented. The Company is currently evaluating the requirements of SFAS 123(R) and expects that adoption of SFAS No. 123(R) may have a material impact on the Companys consolidated financial position and results of operations. Since the Company has not yet determined the method of adoption or its effect, it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3: INVENTORIES
Inventories, net consist of:
Inventory reserves for obsolescence and other estimated losses were $6,254 and $6,347 at March 31, 2005 and December 31, 2004, respectively.
NOTE 4: INCOME TAXES
The Companys income tax provision consists of federal, state and foreign income taxes. The tax provisions for the three months ended March 31, 2005 and 2004 were based on the estimated effective tax rates applicable for the full years ending December 31, 2005 and 2004, after giving effect to items specifically related to the interim periods. The Companys effective tax rate was 40% and 43% for the three months ended March 31, 2005 and 2004. The Companys effective tax rate for the three months ended March 31, 2004 is higher than federal, state and foreign statutory rates as a result of losses realized in certain non-U.S. jurisdictions for which no tax benefits have been recognized. Non U.S. tax losses for which a tax benefit was not recorded increased the 2004 effective tax rate by approximately 2% over the anticipated statutory rate.
In the fourth quarter of 2004, the United States Congress passed The American Jobs Creation Act of 2004 (the Act), which introduced a new tax deduction for computing taxable profits from the sale of products manufactured in the United States and a special one-time dividends received deduction on the repatriation of certain foreign earnings upon meeting certain criteria. The Act provides for a deduction of 85% of foreign earnings that are repatriated. The deduction is available to us through December 31, 2005. We are currently evaluating the provisions of the Act for purposes of determining whether or not to repatriate previously unremitted foreign earnings in Canada, and whether or not such repatriation will meet the necessary criteria, and, therefore are unable to estimate a range of amounts that are being considered for repatriation and the related income tax effects. The Companys evaluation is expected to be completed by June 30, 2005. No income tax expense has been recognized in the March 31, 2005 consolidated financial statements related to the provisions of the Act.
In December 2004, the FASB issued Staff Position No. 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (FSP 109-1). FSP 109-1 clarifies that the benefit of the manufacturers tax deduction provided by the new tax law constitutes a special deduction and not a change in tax rate.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5: DERIVATIVE FINANCIAL INSTRUMENTS
In October 2004, as required by the Companys new credit facility, the Company entered into an interest rate swap agreement and an interest rate cap agreement for purposes of managing its risk in market interest rate fluctuations. These agreements hedge interest rate risk on a notional amount of approximately $212.5 million of the Companys borrowings under the credit facility. Under the interest rate swap agreement, the Company pays a fixed rate of interest of 3.010% and receives a variable rate of interest equal to three-month LIBOR, as determined on the last day of each quarterly settlement period on an aggregated notional principal amount of $50.0 million. Changes in the fair value of interest rate swap agreement are recorded in the period the value of the contract changes. The net amount paid or received upon quarterly settlements is recorded as an adjustment to interest expense, while the change in fair value is recorded as a component of accumulated other comprehensive income in the equity section of the balance sheet. The interest rate cap agreement sets a maximum interest rate on a notional amount and utilizes LIBOR as a variable-rate reference. Under the new cap agreement, the Company paid a premium of $425 thousand for a cap rate of 4.250% on $162.5 million of the Companys borrowing under the new credit facility. Because the interest rate cap did not offset the change in cash flows related to the interest payments on the debt, the interest rate cap agreement is considered ineffective and the change in fair value of the contract is reported in earnings in the period the value of the contract changes as a component of other income (expense). Both the interest rate swap agreement and the interest rate cap agreement mature on September 30, 2006.
The aggregate fair market value of the interest rate swap and cap agreements as of March 31, 2005 was $1.2 million and is included in other non-current assets in the Companys consolidated balance sheet as of March 31, 2005. For the period ended March 31, 2005, the Company recognized an aggregate net benefit related to the agreements of $585 thousand, of which $58 thousand was recorded as interest expense, $194 thousand was recorded as a component of other income in the Companys consolidated statement of operations, and $449 thousand pre-tax was recorded as other comprehensive income. The aggregate fair market value of the interest rate agreements as of December 31, 2004 was $526 thousand, all of which was included in other non-current assets in the Companys consolidated balance sheet as of December 31, 2004. The Companys interest rate collar agreements expired in February 2004. For the three months ended March 31, 2004 the Company recognized an aggregate net loss related to the agreements of $3 thousand, of which $847 thousand was recorded as interest expense and $844 thousand was recorded as a component of other income in the Companys consolidated statement of operations.
The Company will continue to review its exposure to interest rate fluctuations and evaluate whether it should manage such exposure through derivative transactions.
Foreign Currency Contracts
From time to time, the Company enters into foreign currency forward exchange contracts and foreign currency option contracts to manage its exposure to foreign exchange rates associated with short-term operating receivables of a Canadian subsidiary that are payable by the U.S. operations. The terms of these contracts are generally less than a year. Changes in the fair value of such contracts are reported in earnings in the period the value of the contract changes. The net gain or loss upon settlement and the remaining change in fair value is record as a component of other income (expense).
As of March 31, 2005, the Company had no outstanding foreign currency contracts. The aggregate fair market value of the foreign currency option contract outstanding at December 31, 2004 was $(87) thousand all of which was included in prepaid and other current assets in the Companys consolidated balance sheet. For the period ended March 31, 2005, the Company recognized a net gain of $85 thousand related to an agreement settled during the period. For the period ended March 31, 2004, the Company recognized a net gain of $102 thousand.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6: DIVIDENDS
On March 30, 2005, the Company paid a $.05 per share cash dividend to stockholders of record on March 16, 2005 resulting in an aggregate dividend of $2.5 million. The Companys board of directors had declared the dividend on February 2, 2005.
On May 3, 2005, the Companys board of directors declared a $.05 per shared cash dividend payable on June 30, 2005 to stockholders of record on June 15, 2005.
NOTE 7: CONTINGENT LIABILITIES AND COMMITMENTS
The Company is currently involved in matters of litigation, including environmental contingencies, arising in the ordinary course of business. The Company accrues for such matters when expenditures are probable and reasonably estimable. Based upon information presently known management is of the opinion that such litigation, either individually or in the aggregate, will not have a material adverse effect on the Companys consolidated financial position, results of operations, or cash flows.
The Company offers a warranty for all of its products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Companys liability include historical product-failure experience and estimated repair costs for identified matters for each specific product category. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Adjustments to recorded reserves for pre-existing warranties are not material for each period presented.
The Company is currently involved in various agreements in which it guarantees a percentage of the contract value between certain clients and a financing company. Under the terms of the agreements, the Company is liable for the guaranteed amount upon nonpayment by the client. As of March 31, 2005, the arrangements have expiration dates that range from 2005 to 2008 and the Company has recorded a liability of $535,000, which is the maximum potential liability under these guarantees. No recourse provisions or collateral exists which would allow the Company to recover amounts paid.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8: PENSIONS
The Company has adopted the disclosure requirements of SFAS No. 132 (revised 2003), Employers Disclosures about Pensions and Other Postretirement Benefits. The following table presents the interim disclosure requirements of components of the Companys net periodic cost (benefit) related to its defined benefit pension plans for the three months ended March 31, 2005 and 2004:
NOTE 9: STOCK PLANS
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), encourages entities to record compensation expense for stock-based employee compensation plans at fair value but provides the option of measuring compensation expense using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). The Company accounts for stock-based compensation in accordance with APB 25. No stock-based employee compensation cost related to the three stock incentive plans is reflected in net income, as all options granted under those plans had an exercise price equal to the fair value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10: OTHER COMPREHENSIVE INCOME
The components of accumulated other comprehensive income (loss), net of tax are as follows (in thousands);
NOTE 11: COMMON STOCK AND EARNINGS PER SHARE
Basic earnings per share excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options, and is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share include the effect of shares and potential shares issued under the stock incentive plans.
Common stock activity for the three months ended March 31, 2005 and 2004, included the repurchase of approximately 4,100 shares for $70 thousand and 5,400 shares for $95 thousand, respectively. For the three months ended March 31, 2005 common stock activity also included the issuance of 1,038,313 shares for $10.2 million under the Companys stock based compensation plan.
NOTE 12: RECLASSIFICATIONS
Certain reclassifications have been made to the prior year balance sheet to conform to the current year presentation.
Managements discussion and analysis of financial condition and results of operations provides an account of the Companys financial performance and financial condition that should be read in conjunction with the accompanying unaudited condensed consolidated financial statements
During 2004, the U.S. office furniture market experienced the first positive period-over-period growth in shipments of 5.1%, since the contraction of the market in 2001. This trend has continued into 2005. In the Business and Institutional Furniture Manufacturers Association (BIFMA) latest report, 2005 sales are estimated to grow by 11.3% from the respective 2004 level. 2005 estimates are based on improvements in 2004 of the industrys macroeconomic environment. These improvements are expected to continue in 2005 and BIFMA expects the expansion of the office furniture industry to continue well into 2006.
In the first quarter of 2005 sales were up over 16% from the same period a year ago. This was our fourth consecutive quarter of year over year sales growth and our North American sales growth during this quarter of 17.3% exceeded that of BIFMA of 17.1%. We had strong growth across all our product categories including 14.5% growth in our office systems business. This increase in sales dollars was a result of several factors. Volume has increased as a result of the improving market conditions and as such we are experiencing an increase in large project activity. In addition, the sales of new product introduced in 2004, as well as the new marketing and dealers programs introduced in 2004 all began to gain momentum. Our new AutoStrada system has received a lot of interest and our new Knoll Essentials marketing program has helped to increase the demand for our seating and storage products. We have increased the number of Knoll dealers through our Knoll Space retail dealer program which has contributed to the growth in our specialty products.
Inflation continues to impact our business and based on present trends we now expect inflation for the year to cost us $2.3 million more than previously estimated. As a result a list price increase of approximately 4% was announced to be effective May 2005. Even with the inflationary pressures and the deterioration of the U.S. dollar relative to the Canadian dollar, we grew gross margin by 170 basis points from 30.7% in the first quarter of 2004 to 32.4% in the first quarter of 2005. Our gross margins benefited from higher realized prices, continuous improvement efforts, global sourcing and greater fixed cost absorption. We expect inflationary pressures to continue and see no immediate relief even with the anticipated price increase. We plan to continue our efforts to offset inflation.
Looking forward we expect second quarter 2005 revenue to be in the $190 to $197 million range, an increase of 6-10% from the second quarter of 2004. With the ongoing inflationary pressure we anticipate gross margins for the second quarter of 2005 to be in the range of 33.0% to 34.0%. Earnings per share estimates are between $0.18 and $0.20.
Critical Accounting Policies
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, revenues and expenses and the disclosure of certain contingent assets and liabilities. Actual results may differ from such estimates. On an ongoing basis we review our accounting policies and procedures. A more detailed review of our critical accounting policies is contained in the companys 10-K report for the year ended December 31, 2004. During the first quarter of 2005 there have been no material changes in our accounting policies and procedures.
Results of Operations
Comparison of First Quarter Ended March 31, 2005 to First Quarter Ended March 31, 2004
Sales for the first quarter of 2005 were $179.1 million, an increase of $25.8 million, or 16.8%, from sales of $153.3 million for the same period in the prior year.
The increase in sales for the first quarter of 2005 was spread across all product categories and includes $2.0 million of additional revenue realized from recently implemented price increases. Sales from office furniture systems increased $12.6 million, or 14.5%. In addition specialty products experienced a $6.0 million, or 24.0% growth in sales and seating, files and storage also increased $6.0 million or, 23.2%. European sales increased by $1.6 million, or 12.2% due to the change in foreign currency exchange rates during the period as well as increased volume. The increase in sales of our office furniture systems is an indication of the industry recovery.
At March 31, 2005, sales backlog was $117.2 million, an increase of $5.4 million, or 4.9%, from sales backlog of $111.8 million as of March 31, 2004. Backlog is not a significant factor used to predict the Companys long term business prospects.
Gross Profit and Operating Income
Gross profit for the first quarter of 2005 was $58.1 million, an increase of $11.0 million, or 23.4%, from gross profit of $47.1 million for the first quarter of March 31, 2004. Operating income for 2005 was $17.0 million, an increase of $5.5 million, or 47.8%, from operating income of $11.5 million for 2004. As a percentage of sales, gross profit increased from 30.7% for the first quarter of 2004 to 32.4% for the first quarter of 2005. Operating income as a percentage of sales increased from 7.5% to 9.5% over the same period.
The increase in gross margin resulted from better absorption of overhead on incremental volume by approximately $12.4 million, improved pricing of approximately $2.0 million and $3.2 million of cost savings realized from ongoing global sourcing initiatives and continuous improvement programs. Offsetting these cost increases were $5.5 million of commodity and transportation inflation and $1.7 million of unfavorable exchange rate impact. Transportation costs alone increased $1.1 million or approximately 24% for the first quarter of 2005.
Operating expense for the first quarter 2005 were $41.1 million or 22.9% of sales compared to $35.6 million, or 23.2% of sales for the first quarter 2004. The increase in operating expenses resulted from $1.8 million increased marketing spending in preparation for 2005 product introductions. Increased sales compensation and incentive costs as a result of our higher sales and strong profit performance also increased operating expenses by approximately $1.9 million compared to the same period in 2004. Lastly, operating expenses were negatively impacted by the costs of operating as a public company of approximately $800 thousand and increased employee costs of approximately $1.0 million.
Interest expense for the quarter ended March 31, 2005 was $6.1 million, an increase of $2.4 million from the same period in 2004. The increase in interest expense is largely due to increasing interest rates. The new credit facility entered into on September 30, 2004 bears interest at higher rates than the prior facility. The weighted average rate for the first quarter of 2005 was 6.1%. The weighted average rate for the same period of 2004 was 2.6%.
Other Income (Expense), net
Other income for the first quarter of 2005 was $0.5 million comprised primarily of a $0.2 million gain on interest rate swap and cap agreements and a foreign exchange transaction gain of $0.2 million. Other income for the first quarter of 2004 was $1.4 million comprised primarily of a $0.8 million gain on interest rate collar agreements and a foreign exchange transaction gain of $0.5 million.
Income Tax Expense
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. Our mix of pretax income was primarily responsible for the net decrease in the effective tax rate from 43.2% in the first quarter of 2004 to 40.1% for the same period in 2005. Our effective tax rate in the United States and Canada is consistently around 40.0% of pretax income. Non U.S. tax losses for which a tax benefit was not recorded increased the 2004 effective tax rate by approximately 2% over the anticipated statutory rate.
Liquidity and Capital Resources
The following table highlights certain key cash flows and capital information pertinent to the discussion that follows:
Historically, we have carried significant amounts of debt, and cash generated by operating activities has been used to fund working capital, capital expenditures and scheduled payments of principal and debt service. Our capital expenditures are typically for new product tooling and manufacturing equipment. These capital expenditures support new products and continuous improvements in our manufacturing processes.
The increase in operating cash flow in 2005 was largely the result of the year-over-year improvement in net earnings plus non-cash amortizations of $3.3 million, the tax benefit of $3.0 million from the exercise of stock options and improvements in working capital balances of $5.6 million. Increases in accounts payable balances as a result of the timing of payments offset by a decrease in the current and deferred tax balances primarily drove the change in the working capital balances.
For the first quarter of 2005, we used available cash, including the $13.3 million of net cash from operations and $10.9 million of proceeds from the issuance of common stock to fund $2.1 million in capital expenditures, repay $18.0 million of existing debt, and fund a dividend payment to shareholders totaling $2.5 million. For the first quarter of 2004 we used available cash, including the $3.5 million of net cash from operations and $18.0 million of net borrowings under our then-existing revolving credit facility, to fund $1.4 million of capital expenditures, repay $18.8 million of debt and pay $1.5 million of premiums for the early extinguishment of debt.
Cash used in investing activities was $2.1 million for the first quarter of 2005 and $1.4 million for the same period in 2004. Fluctuations in cash used in investing activities are primarily attributable to the levels of capital expenditures. We estimate that our capital expenditures in 2005 will be approximately $12 million.
We continue to have significant liquidity requirements. In addition to the significant cash requirements for debt service, we have commitments under our operating leases for certain machinery and equipment as well as manufacturing, warehousing, showroom and other facilities used in our operations.
We are currently in compliance with all of the covenants and conditions under our credit facility. We believe that existing cash balances and internally generated cash flows, together with borrowings available under our new revolving credit facility, will be sufficient to fund normal working capital needs, capital spending requirements, debt service requirements and dividend payments for at least the next twelve months. In addition, we believe that we will have adequate funds available to meet long-term cash requirements and that we will be able to comply with the covenants under the credit agreement. Future principal debt payments may be paid out of cash flows from operations or from future refinancing of our debt or equity issuances. However, our ability to make scheduled payments of principal, to pay interest on or to refinance our indebtedness, to satisfy our other debt obligations and to pay dividends to stockholders will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control.
Our past and present business operations and the past and present ownership and operation of manufacturing plants on real property are subject to extensive and changing federal, state, local and foreign environmental laws and regulations, including those relating to discharges to air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of properties affected by hazardous substances. As a result, we are involved from time to time in administrative and judicial proceedings and inquiries relating to environmental matters and could become subject to fines or penalties related thereto. We cannot predict what environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist. Compliance with more stringent laws or regulations, or stricter interpretation of existing laws, may require additional expenditures by us, some of which may be material. We have been identified as a potentially responsible party pursuant to CERCLA for remediation costs associated with waste disposal sites that we previously used. The remediation costs and our allocated share at some of these CERCLA sites are unknown. We may also be subject to claims for personal injury or contribution relating to CERCLA sites. We reserve amounts for such matters when expenditures are probable and reasonably estimable. Based upon information presently known management is of the opinion that such litigation, either individually or in the aggregate, will not have a material adverse effect on the Companys consolidated financial position, results of operations, or cash flows.
Off-Balance Sheet Arrangements
We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As a result, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.
Section 404 of the Sarbanes-Oxley Act of 2002
Beginning in late 2004, we began a process to document and evaluate our internal controls over financial reporting in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations, which require annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments in 2005. In this regard, management has dedicated internal resources, engaged outside consultants and adopted a detailed work plan to (i) assess and document the adequacy of internal controls over financial reporting, (ii) take steps to improve control processes, where appropriate, (iii) validate through testing that controls are functioning as documented and (iv) implement a continuous reporting and improvement process for internal control over financial reporting. Our efforts to commence compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our assessment of our internal controls over financial reporting have resulted, and are likely to continue to result, in increased expenses. Management and our audit committee have given our compliance with Section 404 the highest priority. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we fail to correct any issues in the design or operating effectiveness of internal controls over financial reporting or fail to prevent fraud, current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
This Form 10-Q contains forward-looking statements, principally in the sections entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and Business. Statements and financial discussion and analysis contained in this Form 10-Q that are not historical facts are forward-looking statements. These statements discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to us, based on our current beliefs as well as assumptions made by us and information currently available to us. Forward-looking statements generally will be accompanied by words such as anticipate, believe, could, estimate, expect, forecast, intend, may, possible, potential, predict, project, or other similar words, phrases or expressions. Although we believe these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation: changes in raw material prices and availability; the risks described on the previous pages; changes in the financial stability of our clients resulting in decreased corporate spending and service sector employment; changes in relationships with clients; the mix of products sold and of clients purchasing our products; the success of new technology initiatives; changes in business strategies and decisions; competition from our competitors; our ability to recruit and retain an experienced management team; restrictions on government spending resulting in fewer sales to one of our largest customers; restrictions in our credit agreement on spending; our ability to protect our patents, copyrights and trademarks; our reliance on furniture dealers to produce sales; claims of third parties arising from allegations of patent, copyright and trademark infringements; violations of environment laws and regulations; potential labor disruptions; adequacy of our insurance policies; the availability of future capital; and currency rate fluctuations. The factors identified above are believed to be important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement. Unpredictable or unknown factors could also have material adverse effects on us. All forward-looking statements included in this Form 10-Q are expressly qualified in their entirety by the foregoing cautionary statements. Except as required under the Federal securities laws and rules regulations of the SEC, we undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
During the normal course of business, the Company is routinely subjected to market risk associated with interest rate movements and foreign currency exchange rate movements. Interest rate risk arises from the Companys debt obligations and related interest rate cap and swap agreements. Foreign currency exchange rate risk arises from its non-U.S. operations and purchases of inventory from foreign suppliers.
The Company has risk in its exposure to certain material and transportation costs. The Companys largest raw material costs are for steel and plastics. Steel is the primary raw material used in the manufacture of the Companys products. The prices of plastic are sensitive to the cost of oil, which is used in the manufacture of plastics, and have increased significantly in recent months. We estimate that materials costs for steel and plastic will increase by $13.5 million by the end of 2005. Transportation costs are expected to increase by approximately $4.0 million in 2005. The Company is currently working to offset these price changes in raw materials and transportation through our global sourcing initiatives, cost improvements and price increases to our products.
Interest Rate Risk
The Company has both fixed and variable rate debt obligations that are denominated in U.S. dollars. Changes in interest rates have different impacts on the fixed and variable-rate portions of the debt. A change in interest rates impacts the interest incurred and cash paid on the variable-rate debt but does not impact the interest incurred or cash paid on the fixed rate debt.
The Company uses interest rate swap and cap agreements for other than trading purposes in order to manage its exposure to fluctuations in interest rates on the Companys variable-rate debt. Such agreements effectively convert $212.5 million of the Companys variable-rate debt to a fixed-rate basis, utilizing the three-month London Interbank Offered Rate, or LIBOR, as a floating rate reference. Fluctuations in LIBOR affect both the Companys net financial instrument position and the amount of cash to be paid or received by it, if any, under these agreements.
Foreign Currency Exchange Rate Risk
The Company manufactures its products in the United States, Canada and Italy and sells its products in those markets as well as in other European countries. The Companys foreign sales and certain expenses are transacted in foreign currencies. The Companys production costs, profit margins and competitive position are affected by the strength of the currencies in countries where it manufactures or purchases goods relative to the strength of the currencies in countries where the Companys products are sold. Additionally, as the Company reports currency in the U.S. dollar, our financial position is affected by the strength of the currencies in countries where it has operations relative to the strength of the U.S. dollar. The principal foreign currencies in which the Company conducts business are the Canadian dollar and the Euro. Approximately 12.7% of the Companys revenues for the first quarter 2005 and 11.7% in the same period for 2004, and 36.2% of its cost of goods sold for the first quarter of 2005 and 33.7% for the same period in 2004, were denominated in currencies other than the U.S. dollar. Foreign currency exchange rate fluctuations resulted in a $0.2 million gain for the first quarter of 2005, and a $0.5 million gain for the same period in 2004.
From time to time, the Company enters into foreign currency forward exchange contracts and foreign currency option contracts for other than trading purposes in order to manage its exposure to foreign exchange rates associated with short-term operating receivables of a Canadian subsidiary that are payable by the Companys U.S. operations. The terms of these contracts are generally less than a year. Changes in the fair value of such contracts are reported in earnings in the period the value of the contract changes.
On April 12, 2005, the Company entered into a foreign currency option contract with a notional amount of $65,000,000 CAD to hedge its exposure to fluctuations in the Canadian dollar. This contract expires June 30, 2005.
With the participation of management, the Companys Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of March 31, 2005, have concluded that, as of such date, the Companys disclosure controls and procedures were adequate and effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commissions rules and forms.
There were no changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II OTHER INFORMATION
Repurchases of Equity Securities
The following is a summary of share repurchase activity during the period from January 1, 2005 through March 31, 2005.
All shares repurchased were in accordance with Companys 401(k) retirement savings plan. The plan provides that the Company make discretionary contributions of common stock to participant accounts on behalf of all actively employed U.S. participants. Upon retirement, death, or termination of employment, participants must sell vested shares of common stock back to the plan or the Company, and any shares that are not vested at such time are forfeited by the participant and held by the plan.
On February 7, 2005 incentive compensation agreements were entered into between Knoll, Inc. and each of the following persons: Andrew Cogan, Kathleen Bradley, Art Graves, Steve Grover, and Burt Staniar.
On December 17, 2004, Knoll, Inc. granted options to John F. Maypole and Anthony P. Terracciano under the 1999 Stock Incentive Plan.
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 thereunto duly authorized.