Georgia
|
001-33994
|
58-1451243
|
||
(State or other Jurisdiction of
Incorporation or Organization)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
2859 Paces Ferry Road, Suite 2000
Atlanta, Georgia
|
30339
|
|
(Address of principal executive offices)
|
(Zip code)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release of Interface, Inc., dated October 24, 2012, reporting its financial results for the third quarter of 2012 (furnished pursuant to Item 2.02 of this Report).
|
INTERFACE, INC.
|
|
By:
|
/s/ Patrick C. Lynch
|
Patrick C. Lynch
|
|
Senior Vice President
|
|
Date: October 24, 2012
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release of Interface, Inc., dated October 24, 2012, reporting its financial results for the third quarter of 2012 (furnished pursuant to Item 2.02 of this Report).
|
CONTACT:
|
Daniel T. Hendrix
|
Chairman and Chief Executive Officer
|
|
Patrick C. Lynch
|
|
Senior Vice President and Chief Financial Officer
|
|
(770) 437-6800
|
|
FTI Consulting, Inc.
|
|
Eric Boyriven, Matt Steinberg
|
|
(212) 850-5600
|
·
|
Sales: Sales for the third quarter of 2012 were $242.9 million, compared with sales of $248.7 million in the third quarter of 2011, a decrease of 2.4%.
|
o
|
Fluctuations in currency exchange rates negatively impacted 2012 third quarter sales by approximately 2% (approximately $6 million) relative to the year ago period.
|
o
|
Sales in the quarter also were negatively impacted by a fire at the Company’s Picton, Australia facility in July 2012, as previously announced, which resulted in delays in shipments in Australia. Since the fire, the Company has been supplying its Australian customer needs from its manufacturing facilities in Thailand, China and elsewhere.
|
o
|
As previously announced, the Company completed the sale of its Bentley Prince Street business segment in August 2012. Results for Bentley Prince Street for the 2012 third quarter, 2012 year to date, and all prior periods have been classified as discontinued operations.
|
·
|
Operating Income: Operating income in the third quarter of 2012 was $23.1 million (or 9.5% of sales), after charges of $770,000 (or $0.01 per share after-tax) primarily related to the restructuring of the Company’s European operations, and $980,000 (or $0.01 per share after-tax) in expenses related to the fire at the Picton facility. Excluding the restructuring and Picton fire expenses, operating income for the 2012 third quarter was $24.8 million (or 10.2% of sales), compared with operating income of $24.6 million (or 9.9% of sales) in the third quarter of 2011.
|
·
|
Income from Continuing Operations: The Company reported income from continuing operations of $11.1 million (or $0.17 per diluted share), after the restructuring charge and Picton fire expenses. Excluding these items, income from continuing operations was $12.3 million (or $0.19 per diluted share), compared with $11.7 million (or $0.18 per diluted share) a year ago.
|
·
|
Net Income (Loss): After the items discussed above, as well as a loss from discontinued operations of $16.8 million related to the sale of Bentley Prince Street, the Company reported a net loss for the 2012 third quarter of $5.8 million (or $0.09 per diluted share). In the third quarter last year, net income was $12.2 million (or $0.19 per diluted share).
|
·
|
Sales: For the first nine months of 2012, sales were $682.4 million, compared with $708.6 million for the same period a year ago, a decrease of 3.7%. Fluctuations in currency exchange rates negatively impacted 2012 year to date sales by approximately 2% (approximately $16 million) relative to the year ago period.
|
·
|
Operating Income: Operating income for the 2012 nine-month period was $45.9 million (or 6.7% of sales). Excluding a previously-announced $16.3 million restructuring and asset impairment charge in the first quarter of 2012 and the above-mentioned charges in the 2012 third quarter, operating income for the 2012 nine-month period was $63.9 million (or 9.4% of sales). This compares with operating income for the 2011 nine-month period of $70.8 million (or 10.0% of sales).
|
·
|
Income from Continuing Operations: After the restructuring charge and Picton fire expenses in the 2012 third quarter, as well as the $16.3 million restructuring and asset impairment charge in the 2012 first quarter, the Company reported year to date income from continuing operations of $15.5 million (or $0.24 per diluted share). Excluding these items, income from continuing operations was $28.9 million (or $0.44 per diluted share) for the 2012 nine-month period, compared with income from continuing operations of $33.3 million (or $0.51 per diluted share) in the same period a year ago.
|
·
|
Net Income (Loss): Including all items, as well as a loss from discontinued operations of $17.0 million, the Company reported a net loss for the 2012 nine-month period of $1.4 million (or $0.02 per diluted share). In the prior year period, net income was $34.8 million (or $0.53 per diluted share).
|
Consolidated Condensed Statements of Operations
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
(In thousands, except per share data)
|
09/30/12
|
10/02/11
|
09/30/12
|
10/02/11
|
||||||||||||
Net Sales
|
$ | 242,863 | $ | 248,721 | $ | 682,425 | $ | 708,567 | ||||||||
Cost of Sales
|
160,002 | 161,536 | 450,344 | 453,700 | ||||||||||||
Gross Profit
|
82,861 | 87,185 | 232,081 | 254,867 | ||||||||||||
Selling, General & Administrative Expenses
|
58,014 | 62,574 | 168,134 | 184,110 | ||||||||||||
Restructuring and Asset Impairment Charge
|
770 | -- | 17,086 | -- | ||||||||||||
Expenses related to Australia fire
|
980 | -- | 980 | -- | ||||||||||||
Operating Income
|
23,097 | 24,611 | 45,881 | 70,757 | ||||||||||||
Interest Expense
|
6,330 | 6,434 | 19,132 | 19,972 | ||||||||||||
Other Expense (Income), Net
|
136 | (176 | ) | 824 | (97 | ) | ||||||||||
Income Before Taxes
|
16,631 | 18,353 | 25,925 | 50,882 | ||||||||||||
Income Tax Expense
|
5,564 | 6,661 | 10,418 | 17,623 | ||||||||||||
Income from Continuing Operations
|
11,067 | 11,692 | 15,507 | 33,259 | ||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax
|
(16,840 | ) | 476 | (16,956 | ) | 1,547 | ||||||||||
Net Income (Loss)
|
$ | (5,773 | ) | $ | 12,168 | $ | (1,449 | ) | $ | 34,806 | ||||||
Earnings (Loss) Per Share – Basic
|
||||||||||||||||
Continuing Operations
|
$ | 0.17 | $ | 0.18 | $ | 0.24 | $ | 0.51 | ||||||||
Discontinued Operations
|
$ | (0.26 | ) | $ | 0.01 | $ | (0.26 | ) | $ | 0.02 | ||||||
Earnings (Loss) Per Share – Basic
|
$ | (0.09 | ) | $ | 0.19 | $ | (0.02 | ) | $ | 0.53 | ||||||
Earnings (Loss) Per Share – Diluted
|
||||||||||||||||
Continuing Operations
|
$ | 0.17 | $ | 0.18 | $ | 0.24 | $ | 0.51 | ||||||||
Discontinued Operations
|
$ | (0.26 | ) | $ | 0.01 | $ | (0.26 | ) | $ | 0.02 | ||||||
Earnings (Loss) Per Share – Diluted
|
$ | (0.09 | ) | $ | 0.19 | $ | (0.02 | ) | $ | 0.53 | ||||||
Common Shares Outstanding – Basic
|
65,957 | 65,469 | 65,703 | 65,228 | ||||||||||||
Common Shares Outstanding – Diluted
|
66,192 | 65,676 | 65,802 | 65,457 | ||||||||||||
Orders from Continuing Operations
|
256,000 | 261,000 | 734,200 | 747,000 |
Consolidated Condensed Balance Sheets
|
||||||||
(In thousands)
|
09/30/12
|
01/01/12
|
||||||
Assets
|
||||||||
Cash
|
$ | 91,651 | $ | 50,624 | ||||
Accounts Receivable
|
128,441 | 140,800 | ||||||
Inventory
|
147,762 | 140,485 | ||||||
Other Current Assets
|
41,614 | 30,221 | ||||||
Assets of Businesses Held for Sale
|
-- | 60,683 | ||||||
Total Current Assets
|
409,468 | 422,813 | ||||||
Property, Plant & Equipment
|
172,867 | 177,925 | ||||||
Other Assets
|
179,074 | 171,534 | ||||||
Total Assets
|
$ | 761,409 | $ | 772,272 | ||||
Liabilities
|
||||||||
Accounts Payable
|
$ | 54,488 | $ | 52,226 | ||||
Accrued Liabilities
|
96,930 | 90,693 | ||||||
Liabilities Held for Sale
|
-- | 8,269 | ||||||
Total Current Liabilities
|
151,418 | 151,188 | ||||||
Senior Secured and Senior Subordinated Notes
|
283,090 | 294,507 | ||||||
Other Long-Term Liabilities
|
44,751 | 45,538 | ||||||
Total Liabilities
|
479,259 | 491,233 | ||||||
Shareholders’ Equity
|
282,150 | 281,039 | ||||||
Total Liabilities and Shareholders’ Equity
|
$ | 761,409 | $ | 772,272 |
Consolidated Condensed Statements of Cash Flows
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||||||||||||||||||
(In millions)
|
09/30/12
|
10/02/11
|
09/30/12
|
10/02/11
|
||||||||||||||||||||||||||||
Net Income (Loss)
|
$ | (5.7 | ) | $ | 12.2 | $ | (1.4 | ) | $ | 34.8 | ||||||||||||||||||||||
Income (Loss) from Discontinued Operations
|
(16.8 | ) | 0.5 | (16.9 | ) | 1.6 | ||||||||||||||||||||||||||
Income from Continuing Operations
|
11.1 | 11.7 | 15.5 |
|
33.3 | |||||||||||||||||||||||||||
Depreciation and Amortization
|
7.7 | 7.3 | 22.4 | 28.5 | ||||||||||||||||||||||||||||
Deferred Income Taxes and Other Non-Cash Items
|
(7.6 | ) | 5.4 | (10.0 | ) | 9.8 | ||||||||||||||||||||||||||
Change in Working Capital
|
||||||||||||||||||||||||||||||||
Accounts Receivable
|
14.9 | 1.2 | 29.6 | (6.8 | ) | |||||||||||||||||||||||||||
Inventories
|
2.9 | (4.9 | ) | (6.7 | ) | (34.9 | ) | |||||||||||||||||||||||||
Prepaids and Other Current Assets
|
(5.0 | ) | 0.2 | (7.5 | ) | (3.9 | ) | |||||||||||||||||||||||||
Accounts Payable and Accrued Expenses
|
(3.3 | ) | 10.4 | 0.7 | (16.0 | ) | ||||||||||||||||||||||||||
Cash Provided from Operating Activities
|
20.7 | 31.3 | 44.0 | 9.9 | ||||||||||||||||||||||||||||
Cash Provided by (Used in) Investing Activities
|
34.7 | (11.5 | ) | 11.8 | (32.3 | ) | ||||||||||||||||||||||||||
Cash Used in Financing Activities
|
(1.5 | ) | (1.3 | ) | (15.5 | ) | (1.8 | ) | ||||||||||||||||||||||||
Effect of Exchange Rate Changes on Cash
|
1.0 | (1.2 | ) | 0.7 | (0.6 | ) | ||||||||||||||||||||||||||
Net Increase (decrease) in Cash
|
$ | 54.9 | $ | 17.3 | $ | 41.0 | $ | (24.8 | ) |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||
09/30/12
|
10/02/11
|
% Change
|
09/30/12
|
10/02/11
|
% Change
|
|||||||||||||||||||
Operating Income
|
||||||||||||||||||||||||
Modular Carpet
|
$ | 23.9 | $ | 25.5 | (6.3 | %) | $ | 47.5 | $ | 76.3 | (37.7 | %) | ||||||||||||
Corporate Expenses and Income
|
(0.8 | ) | (0.9 | ) | 11.1 | % | (1.6 | ) | (5.5 | ) | 70.9 | % | ||||||||||||
Total
|
$ | 23.1 | $ | 24.6 | (6.1 | %) | $ | 45.9 | $ | 70.8 | (35.2 | %) |
Three Months Ended
|
||||
09/30/12
|
||||
Operating Income, Excluding Restructuring and Asset Impairment Charge and Expenses Related to Australia Fire
|
$ | 24.8 | ||
Restructuring and Asset Impairment Charge
|
(0.8 | ) | ||
Expenses Related to Australia Fire
|
(1.0 | ) | ||
Operating Income, As Reported
|
$ | 23.1 |
Income from Continuing Operations, Excluding Restructuring and Asset Impairment Charge and Expenses Related to Australia Fire
|
$ | 12.3 | ||
Restructuring and Asset Impairment Charge (Net of Taxes of $0.2 million)
|
(0.5 | ) | ||
Expenses Related to Australia Fire (Net of Taxes of $0.3 million)
|
(0.7 | ) | ||
Income from Continuing Operations, As Reported
|
$ | 11.1 |
Nine Months Ended
|
||||
09/30/12
|
||||
Operating Income, Excluding Restructuring and Asset Impairment Charges and Expenses Related to Australia Fire
|
$ | 63.9 | ||
Restructuring and Asset Impairment Charges
|
(17.1 | ) | ||
Expenses Related to Australia Fire
|
(1.0 | ) | ||
Operating Income, As Reported
|
$ | 45.9 |
Income from Continuing Operations, Excluding Restructuring and Asset Impairment Charges and Expenses Related to Australia Fire
|
$ | 28.9 | ||
Restructuring and Asset Impairment Charges (Net of Taxes of $4.3 million)
|
(12.7 | ) | ||
Expenses Related to Australia Fire (Net of Taxes of $0.3 million)
|
(0.7 | ) | ||
Income from Continuing Operations, As Reported
|
$ | 15.5 |
Three Months Ended
|
||||
09/30/12
|
||||
Earnings Per Share from Continuing Operations, Excluding Restructuring and Asset Impairment Charge and Expenses Related to Australia Fire
|
$ | 0.19 | ||
Restructuring and Asset Impairment Charge per Share, After Tax
|
(0.01 | ) | ||
Expenses Related to Australia Fire, Per Share, After Tax
|
(0.01 | ) | ||
Earnings per Share from Continuing Operations, As Reported
|
$ | 0.17 |
Nine Months Ended
|
||||
09/30/12
|
||||
Earnings Per Share from Continuing Operations, Excluding Restructuring and Asset Impairment Charges and Expenses Related to Australia Fire (Net)
|
$ | 0.44 | ||
Restructuring and Asset Impairment Charges per Share, After Tax
|
(0.19 | ) | ||
Expenses Related to Australia Fire, Per Share, After Tax
|
(0.01 | ) | ||
Earnings Per Share from Continuing Operations, As Reported
|
$ | 0.24 |