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):  March 31, 2020

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	PA	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01 per share	KNL	New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As previously disclosed, Knoll, Inc. (the “Company”) is party to that certain Third Amended and Restated Credit Agreement dated as of January 23, 2018, as amended August 26, 2019, among the Company and certain foreign subsidiaries of the Company, as borrowers, certain domestic and foreign subsidiaries of the Company, as guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer, and certain lenders and other parties thereto (collectively, the “Amended Credit Agreement”), which governs the Company's credit facility, consisting of a revolving commitment in the amount of $400 million (the "Revolver"), a U.S. term loan commitment, and a multicurrency term loan commitment. The material terms of the Revolver and term loans are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 23, 2018, as amended by the Company's Current Report on Form 8-K filed with the SEC on August 26, 2019, which description is incorporated by reference herein, and a copy of the Amended Credit Agreement is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 21, 2020.

On March 30, 2020, the Company elected to borrow $65.0 million under the Revolver. After giving effect to such borrowings, a total of approximately $300 million is currently outstanding under the Revolver.

The Company elected to increase its borrowings under the Revolver to further strengthen its financial position and balance sheet, to enhance its financial liquidity and to provide maximum financial flexibility as the effects of the COVID-19 outbreak continue to evolve and impact the global markets. In accordance with the terms of the Amended Credit Agreement, the proceeds from the incremental Revolver borrowings may be used for general working capital and other general corporate purposes in the future as permitted by the Amended Credit Agreement.

Item 7.01. Regulation FD Disclosure

On March 30, 2020, the Company issued a press release announcing its response to the COVID-19 outbreak, including actions under its Credit Facility. The press release is attached to this Current Report on Form 8-K.

The information in this Item 7.01 and in 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 into 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.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 - Press Release, dated March 30, 2020

(d) Exhibits

Exhibit No.	Description
EX-99.1	Press Release
EX 104	Cover Page Interactive Data File (formatted as Inline XBRL)

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: March 31, 2020
	By:	/s/ Michael A. Pollner
		Michael A. Pollner
		Senior Vice President, Chief Administrative Officer & General Counsel

EX-99.1

Exhibit 99.1 Knoll Responds to Evolving Covid-19 Environment with Road Map Company Announces $65.0 Million Drawdown of Revolving Credit Facility EAST GREENVILLE, Pa., March 30, 2020 -- Knoll, Inc. (NYSE: KNL), a constellation of design-driven brands for the workplace and home, today announced a partial drawdown on its revolving credit facility and provided an update on its sales, distribution, customer service and manufacturing operations Covid-19 pandemic-related initiatives. Andrew Cogan, Knoll Chairman and CEO, stated, “With community health and well-being top-of-mind, we are continuing to support the needs of our associates with enhanced health and safety measures throughout our manufacturing facilities and warehouses to assure those working there are safe while at the same time following the appropriate government orders. Additionally, we are pursuing contingency plans to preserve cash and are taking necessary steps in this evolving environment to manage our liquidity and assure the ongoing stability of our operations. Having successfully operated the business through past economic downturns, the Knoll team has a solid road map to address meaningful fluctuations in demand and their impact on our free cash flow.” The Company stated that: • It has a Secured Revolving Credit Facility of $400.0 million that runs through August 2024. The Company expects that approximately $100.0 million of capacity will be available on its Revolving Credit Facility at the end of the first quarter, after the $65.0 million draw on March 30, 2020. • As of March 31, 2020, the Company expects to have an estimated $120.0 million of cash on hand. Charles Rayfield, Knoll Senior Vice President & CFO, noted that Knoll has also implemented a disciplined approach to scaling operating expenses and capital expenditures to ensure maximum financial strength and flexibility. “Based on business conditions, we understand the importance of maximizing our liquidity and are looking at all available levers,” he said. The Company added that it is doing all it can to protect the health and well-being of its associates, including re- laying out our plants to improve social distancing and implementing temperature checks where possible to assure those working there are safe while at the same time following the appropriate government orders. Supporting Clients and Maintaining Customer Service By continuing to operate our manufacturing facilities and distribution centers, and working remotely, Knoll is supporting the needs of its clients, the design community and distribution partners, particularly those identified in the critical infrastructure areas of government services, healthcare, communications, financial services, energy and transportation amongst many others – including organizations that provide national security. We are also: • Scheduling appointments at select showrooms subject to local guidelines. • Embracing new practices fundamental to nurturing and moving our constellation of brands forward. Sales, Customer Service and Operations teams are meeting with the design community, clients and distribution partners, including Knoll dealers, via video, web and audio conferencing, continuing to bring an innovative mindset to develop plans for workplace and residential projects. Meeting Commitments to Clients In addition, the Company’s Operations team is continuing to navigate its way through the different Covid-19 international, state and local mandates and regulations. Knoll manufacturing facilities and distribution centers in North America, including KnollTextiles and Muuto, are operational; DatesWeiser in Buffalo and our Italian factories have temporarily suspended operations. The Company also noted that it is exploring ways to produce personal protective equipment for the health industry fighting the pandemic on the front lines. Withdrawing Full Year Guidance 1

In light of the current uncertainty from the rapidly evolving circumstances around the Covid-19 outbreak, the Company is withdrawing its full-year 2020 guidance provided on February 18, 2020 and is not providing an updated outlook at this time. “Knoll associates have always addressed challenges by keeping to our belief in the power of design to positively impact the lives of those who live and work with our products while making sure that we do so in a Knoll culture that respects and values each other and our clients. We remain hopeful that our actions, coupled with those being taken in all states and countries, will eventually allow a gradual return to normalcy,” said Mr. Cogan. “After all this time away from the office, we believe clients will see there is nothing like being together to foster innovation, creativity and productivity.” About Knoll Knoll, Inc. is a constellation of design-driven brands and people, working together with our clients to create inspired modern interiors. Our internationally recognized portfolio includes furniture, textiles, leathers, lighting, accessories, and architectural and acoustical elements. Our brands — Knoll Office, KnollStudio, KnollTextiles, KnollExtra, Spinneybeck | FilzFelt, Edelman Leather, HOLLY HUNT, DatesWeiser, Muuto, and Fully — reflect our commitment to modern design that meets the diverse requirements of high-performance workplaces and luxury interiors. A recipient of the National Design Award for Corporate and Institutional Achievement from the Smithsonian`s Cooper- Hewitt, National Design Museum, Knoll, Inc. is aligned with the U.S. Green Building Council and the Canadian Green Building Council and can help organizations achieve the Leadership in Energy and Environmental Design (LEED) workplace certification. Our products can also help clients comply with the International Living Future Institute to achieve Living Building Challenge Certification, and with the International WELL Building Institute to attain WELL Building Certification. Knoll, Inc. is the founding sponsor of the World Monuments Fund Modernism at Risk program. Contacts Investors: Charles Rayfield Senior Vice President and Chief Financial Officer Tel 215 679-1703 crayfield@knoll.com Media: David E. Bright Senior Vice President, Communications Tel 212 343-4135 dbright@knoll.com 2

XML

Cover	Mar. 31, 2020
Cover page.
Document Type	8-K
Document Period End Date	Mar. 31, 2020
Entity Registrant Name	Knoll, Inc.
Entity File Number	001-12907
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3873847
Entity Address, Address Line One	1235 Water Street
Entity Address, City or Town	East Greenville
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18041
City Area Code	215
Local Phone Number	679-7991
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KNL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001011570
Amendment Flag	false