8-K

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):  June 14, 2018

                        INTERFACE, INC.                         

(Exact name of Registrant as Specified in its Charter)

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)

Registrant's telephone number, including area code:  (770) 437-6800

Not Applicable

(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 (see General Instruction A.2. below):

☐	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))

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

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 7.01 Regulation FD Disclosure.

Announcement of Agreement to Acquire nora systems

On June 14, 2018, Interface, Inc. (the "Company") issued a press release announcing that it had signed a definitive agreement to acquire nora systems ("nora") in a stock purchase transaction valued at approximately $420 million.  The Company also announced in the press release an update to its fiscal year 2018 financial outlook.  The press release is furnished herewith as Exhibit 99.1

The Company has scheduled a webcast conference call for 9:30 a.m., Eastern time, today, June 14, 2018, to discuss the pending acquisition.  Details for accessing the conference call are contained in the press release.  During the conference, Company representatives are expected to utilize the slide presentation furnished herewith as Exhibit 99.2.

The information furnished pursuant to this Item 7.01 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Non-GAAP Financial Measures in the Press Release, Slide Presentation and Conference Call

The press release and/or slide presentation include, and during the conference call Company representatives are expected to refer to, as additional information for investors, the projected effect of the nora acquisition on the Company's adjusted earnings per share ("EPS") and organic sales growth, as well as the Company's and nora's historical earnings before interest, taxes, depreciation and amortization ("EBITDA").  These measures are not in accordance with financial measures calculated in accordance with generally accepted accounting principles in the United States ("GAAP"), and may be different from similarly titled non-GAAP financial measures used by other companies.  Non-GAAP financial measures should not be used as a substitute for, or considered superior to, GAAP financial measures.

The Company's adjusted EPS excludes: (1) restructuring and asset impairment charges; (2) effects from the enactment of the federal Tax Cuts and Jobs Act in December 2017 (the "Tax Act"); (3) the effects of transaction costs and purchase accounting-related amortization in connection with the nora acquisition.

The Company's organic sales growth excludes: (1) sales from the Company's exited FLOR specialty retail stores; and (2) foreign currency fluctuations.

The Company excludes the FLOR specialty retail stores and the Tax Act effects from adjusted measures because it believes the Company's exit from the FLOR specialty retail stores and the Tax Act are uncommon and/or one-time events and do not arise from or constitute normal ongoing operations.  Similarly, since the Company engages in acquisitions only episodically, and not as an everyday matter, the Company believes presenting certain measures excluding the effects of acquisitions facilitates focus on normal ongoing operations.  In addition, since FLOR specialty retail sales will not be a material part of sales going forward, the Company believes presenting organic sale information without historical FLOR specialty retail sales presents meaningful additional information on core ongoing operations.  The Company also believes presenting sales information absent the effect of foreign currency exchange rate fluctuations facilitates comparison of the Company's operational performance between periods.

Furthermore, the Company presents these non-GAAP measures on a forward-looking basis partially because the most comparable GAAP measures are not accessible without unreasonable efforts.  In the case of forward-looking adjusted EPS, GAAP EPS is difficult to predict due the Company's current inability to reasonably quantify the ultimate effect of purchase accounting.  In the case of organic sales growth, GAAP net sales is difficult to forecast due to the inherent unpredictability of foreign currency exchange rates.

The Company generally believes reporting its adjusted results helps investors' understanding of historical operating trends, because it facilitates comparison to prior periods during which unique events affecting more recent results may not have occurred.  The Company also believes that adjusted results provide supplemental information for comparisons to other companies which may not have experienced the same events underlying the adjustments.  Furthermore, the Company uses adjusted results internally as supplemental information to evaluate its own performance, for planning purposes and in connection with its compensation programs.

Nora's adjusted EBITDA excludes certain expenses related to the transaction by which nora was acquired by its current owners.  Both nora's adjusted EBITDA and the Company's EBITDA measures also exclude certain non-operational income and/or costs, the removal of which the Company believes improves comparability of operating results across reporting periods.  Management further believes EBITDA and adjusted EBITDA to be relevant and useful information as they are standard measures commonly reported and widely used by investors, analysts and others to measure and benchmark financial performance without the effects of various items that the Company believes are not characteristic of ongoing operating performance.  EBITDA and adjusted EBITDA however do not take into account substantial costs of doing business, such as income taxes and interest expense. The Company further believes that excluding nora's previous acquisition transaction expenses helps investors assess nora's operating performance exclusive of nonrecurring expenses.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

Exhibit No.	Description
99.1	Company Press Release dated June 14, 2018
99.2	Company Slide Presentation dated June 14, 2018

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.

	INTERFACE, INC.
By:	/s/ David B. Foshee
	David B. Foshee
	Vice President
Date:  June 14, 2018

EXHIBIT INDEX

Exhibit No.	Description
99.1	Company Press Release dated June 14, 2018
99.2	Company Slide Presentation dated June 14, 2018

EX-99.1

Media Contact:

Christine Needles

Global Corporate Communications

Christine.Needles@interface.com

+1 404-491-4660

Investor Contact:

Bruce Hausmann

Chief Financial Officer

Bruce.Hausmann@interface.com

+1 770-437-6802

Interface Agrees to Acquire Nora Systems

Stock Purchase Transaction Valued at Approximately $420 Million

Acquisition of Rubber Flooring Leader Will Expand Interface's Resilient Flooring Portfolio, Extend Reach into the Performance Flooring Category, and Is Expected to Accelerate Growth

Conference Call Today at 9:30 a.m. EDT

ATLANTA – JUNE 14, 2018 – Interface, Inc. (Nasdaq: TILE), a leading global commercial flooring company and worldwide leader in sustainability, today announced it has signed a definitive agreement to acquire nora systems in a stock purchase transaction valued at approximately $420 million. Nora, a global leader in performance flooring and worldwide share leader in the rubber flooring category, is a privately held company that is majority owned by investment firm Intermediate Capital Group (ICG). Nora's annual revenues are approximately $280 million. Interface expects to close the transaction during the third quarter of 2018, subject to regulatory approvals and other customary closing conditions.

This acquisition will expand Interface's rapidly growing resilient flooring portfolio and increase its penetration into high growth segments including healthcare, life sciences, education and transportation. Nora is the leader in the nearly $1 billion rubber flooring category of the $34 billion global commercial flooring industry. Rubber flooring is ideal for applications that require hygienic, safe flooring with strong chemical resistance, and it is extremely durable compared to other flooring alternatives. Nora is considered the leading premium brand and has built a specified selling organization that provides reach into approximately 80 countries around the world.

"We believe our value creation strategy is working in the marketplace as we better serve our customers with an expanded product portfolio and an enhanced selling system. Customers want a single flooring solution provider that can deliver a range of options that meet their requirements in different commercial applications. The nora acquisition is expected to accelerate our growth strategy by expanding our product portfolio and extending our reach in the performance flooring category of resilient flooring," said Jay Gould, CEO of Interface. "More importantly, we believe the nora team has put the right focus on design, sustainability, and performance of their products, which aligns with Interface's brand, purpose, and values. We are excited to combine the nora team with the Interface family so that together we can continue to create value for our key stakeholders including our customers, employees, investors, and the environment."

The nora acquisition, when completed, is expected to be accretive to Interface's margins and adjusted earnings per share. Nora is anticipated to increase the company's adjusted EPS, a non-GAAP measure, $0.03 to $0.06 in 2018, and $0.15 to $0.20 in 2019.

Bank of America has committed to finance the transaction through a term loan facility. "We will expand our net debt leverage ratio to approximately 3x EBITDA at closing, and our goal is to decrease that ratio to 2x EBITDA by mid-2020," said Bruce Hausmann, CFO of Interface.

Conference Call

Interface will host a conference call at 9:30 a.m. Eastern Time today to discuss this announcement. Access the conference call live over the Internet at: https://edge.media-server.com/m6/p/uqpzxc6r or through Interface's website at: https://www.interface.com/US/en-US/about/investor-relations.

Fiscal Year 2018 Outlook

Looking at the full year of 2018, Interface's existing carpet tile and LVT business is targeting to achieve 3% - 5% organic sales growth, gross profit margin of 39 - 39.5%, and SG&A expenses that are relatively flat to 2017 as a percentage of net sales.

Depending on the date the transaction formally closes, which will determine when nora's business results start being included into Interface's business results, the nora acquisition is anticipated to have the following impacts on Interface's targeted 2018 results:

· Increasing gross profit margin by 30 – 50 basis points;

· Increasing SG&A expenses, as a percentage of net sales, by 70 – 100 basis points;

· Increasing the Company's effective tax rate to 27 - 28%; and

· Improving adjusted EPS by $0.03 to $0.06 in 2018.

Full year post-closing company interest and other expenses are projected to be $17 million to $19 million which includes interest expense related to funding the nora acquisition through a term loan facility. Capital expenditures for the full year post-closing are forecasted to be $55 million to $65 million. Based on historic seasonality, current forecasts, and prior year comparables, the Company continues to expect its strongest operating income growth in the second and third quarters of 2018, with softer growth in the first and fourth quarters.

Non-GAAP Financial Measures

Interface provides adjusted earnings per share and organic sales growth as additional information regarding its projected operating results in this press release. These measures are not in accordance with – or alternatives to – GAAP, and may be different from non-GAAP EPS and other non-GAAP measures used by other companies. Adjusted EPS excludes the effects of the 2017 U.S. Tax Cuts and Jobs Act and restructuring and asset impairment charges. In addition, the effects on adjusted EPS of completing the nora acquisition exclude the impact of transaction costs and purchase accounting related amortization. Organic sales growth excludes the impact of foreign currency fluctuations and Interface's exit from its FLOR specialty retail stores. This news release should be read in conjunction with the Company's Current Report on Form 8-K furnished today to the U.S. Securities & Exchange Commission, which explains why Interface believes presentation of these non-GAAP measures provides useful information to investors, as well as any additional material purposes for which Interface uses these non-GAAP measures.

Interface at this time cannot reasonably quantify the GAAP basis impact of the nora transaction to earnings per share without unreasonable efforts, as such calculations are highly dependent upon the timing of the closing of the transaction and the nature of the purchase price accounting adjustments and their impacts going forward. While the ultimate effect of the transaction on Interface's future GAAP EPS cannot be predicted at this time for the reasons just stated, we expect that for 2018 and 2019 the effect of the transaction will be negative to our GAAP EPS. Given the uncertainty of foreign exchange rates in the future, Interface also cannot reasonably reconcile forecasted organic sales growth to GAAP net sales growth.

About Interface

Interface Inc. is a world-leading modular flooring company with a fully integrated collection of carpet tiles and resilient flooring. Our modular system helps customers create interior spaces while positively impacting the people who use them and our planet.

Our mission, Climate Take Back™, invites the industry to join us as we commit to running our business in a way that is restorative to the planet and creates a climate fit for life.For additional information: interface.com and blog.interface.com. Follow Interface on Twitter, YouTube, Facebook, Pinterest, LinkedIn, Instagram, and Vimeo.

About nora systems

Nora systems is a leading global manufacturer of commercial rubber floor covering systems. The company has been designing and manufacturing high-performance rubber flooring for more than 80 years for a number of different markets. Nora's team of skilled professionals collaborates with architects and designers to develop performance-driven flooring solutions that help bring their projects to life. 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

Except for historical information contained herein, the other matters set forth in this news release are forward‑looking statements. Forward-looking statements include, without limitation, information under the heading "Fiscal Year 2018 Outlook" in this news release, the Company's expectations regarding the closing, and timing of closing, of the nora acquisition and the Company's expectations regarding the effect of the nora acquisition on the Company's results.  Forward-looking statements may be identified by words such as "may," "expect," "forecast," "anticipate," "intend," "plan," "believe," "could," "seek," "project," "estimate," "target," "will" and similar expressions. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including: the risk that the closing conditions in the nora acquisition will not be satisfied or waived on a timely basis, or at all; the risk that the Company may have overestimated the future contribution of the nora business to the Company's combined results; risks related to integration of the combined businesses; risks related to the increased indebtedness the Company will incur to complete the acquisition; risks related to the increased reliance on international business the Company will experience if the acquisition closes; and risks and uncertainties associated with economic conditions in the commercial interiors industry.

Risk and uncertainties that may cause actual results to differ materially from those predicted in forward-looking statements also include, but are not limited to, the discussion of specific risks and uncertainties under the following subheadings in "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017: "Sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings"; "We compete with a large number of manufacturers in the highly competitive floorcovering products market, and some of these competitors have greater financial resources than we do. We may face challenges competing on price, making investments in our business or on product design"; "Our success depends significantly upon the efforts, abilities and continued service of our senior management executives, our principal design consultant and other key personnel (including sales personnel), and our loss of any of them could affect us adversely"; "Our substantial international operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuations"; "Concerns regarding the European sovereign debt and market perceptions about the instability of the euro, the potential re-introduction of individual currencies within the Eurozone, the potential dissolution of the euro entirely, or the U.K. exiting the European Union, could adversely affect our business, results of operations or financial condition"; "Large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers"; "Unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber or our sole third party supplier for luxury vinyl tile ("LVT") could have a material adverse effect on us"; "We have a significant amount of indebtedness, which could have important negative consequences to us"; "The market price of our common stock has been volatile and the value of your investment may decline"; "Our earnings in a future period could be adversely affected by non-cash adjustments to goodwill, if a future test of goodwill assets indicates a material impairment of those assets"; "Changes to our facilities could disrupt our operations"; "Our business operations could suffer significant losses from natural disasters, catastrophes, fire or other unexpected events"; and "Disruptions to or failures of our information technology systems could adversely effect on our business."

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.  The Company assumes no responsibility to update or revise forward-looking statements made in this press release and cautions readers not to place undue reliance on any such forward-looking statements.

#    #   #

EX-99.2

 Interface Announces Planned Acquisition of nora  JUNE 2018 

 Except for historical information contained herein, the other matters set forth in this presentation and the accompanying conference are forward looking statements. Forward-looking statements include, without limitation, the Company’s expectations regarding the closing, and timing of closing, of the nora acquisition, the Company’s expectations regarding the effect of the nora acquisition on the Company’s results and estimates of future growth in the global commercial flooring industry. Forward-looking statements may be identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” “target,” “will” and similar expressions. The forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including: the risk that the closing conditions in the nora acquisition will not be satisfied or waived on a timely basis, or at all; the risk that the Company may have overestimated the future contribution of the nora business to the Company’s combined results; risks related to integration of the combined businesses; risks related to the increased indebtedness the Company will incur to complete the acquisition; risks related to the increased reliance on international business the Company will experience if the acquisition closes; and risks and uncertainties associated with economic conditions in the commercial interiors industry.Risk and uncertainties that may cause actual results to differ materially from those predicted in forward-looking statements also include, but are not limited to, the discussion of specific risks and uncertainties under the following subheadings in “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017: “Sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings”; “We compete with a large number of manufacturers in the highly competitive floorcovering products market, and some of these competitors have greater financial resources than we do. We may face challenges competing on price, making investments in our business or on product design”; “Our success depends significantly upon the efforts, abilities and continued service of our senior management executives, our principal design consultant and other key personnel (including sales personnel), and our loss of any of them could affect us adversely”; “Our substantial international operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including by restrictive taxation or other government regulation and by foreign currency fluctuations”; “Concerns regarding the European sovereign debt and market perceptions about the instability of the euro, the potential re-introduction of individual currencies within the Eurozone, the potential dissolution of the euro entirely, or the U.K. exiting the European Union, could adversely affect our business, results of operations or financial condition”; “Large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers”; “Unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber or our sole third party supplier for luxury vinyl tile (“LVT”) could have a material adverse effect on us”; “We have a significant amount of indebtedness, which could have important negative consequences to us”; “The market price of our common stock has been volatile and the value of your investment may decline”; “Our earnings in a future period could be adversely affected by non-cash adjustments to goodwill, if a future test of goodwill assets indicates a material impairment of those assets”; “Changes to our facilities could disrupt our operations”; “Our business operations could suffer significant losses from natural disasters, catastrophes, fire or other unexpected events”; and “Disruptions to or failures of our information technology systems could adversely effect on our business.” Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. The Company assumes no responsibility to update or revise forward-looking statements made in this presentation and accompanying conference and cautions readers not to place undue reliance on any such forward-looking statements.  Forward Looking Statements 

 Investment Highlights: Who We Are  a leadingglobal provider of commercial flooring solutions  the most valuable brand in the flooring category  strongest global sales & marketing capabilities  global manufacturing footprint and industry-leading gross margins  an engaged, customer-centric culture, focused on performance and galvanized around our sustainability mission 

 Grow the CoreCarpet Tile Business  Build a Modular Resilient Flooring Business  ExecuteSupply ChainProductivity  Optimize SG&AResources  Interface’s Growth and Value Creation Strategy  Lead a World-Changing Sustainability MovementCentered Around Mission Zero and Climate Take Back  Interface’s vision is to become the world’s most valuable interior products & services company 

 nora is a Premium Commercial Brand  nora is a leading global manufacturer of commercial rubber floorcovering systems for healthcare, education, life sciences, public buildings and other end markets 

 GLOBAL COMMERCIAL FLOORING: SEGMENT SIZE vs FORECAST GROWTH and GROSS MARGIN  Source: USFLOOReport, Catalina Research and Management estimates  nora is a Global Leader in Performance Flooring  nora is the leader in the nearly $1B rubber flooring category of the $34B global commercial flooring industryRubber flooring is ideal for applications that require hygienic, safe flooring with strong chemical resistance, and it is extremely durable compared to other flooring alternatives 

 Sales of €229M in 2017Founded in 1938 and currently owned by ICG (Intermediate Capital Group)Headquartered in Weinheim, Germany with 15 offices worldwide One manufacturing facility in Weinheim with capacity for growthWarehouses in Weinheim, Salem, NH and Shanghai, China1,100 employees worldwideExperienced, direct sales force focused on specified market and generating sales in more than 80 countriesPremium brand recognition focused on products with superior performance and design:norament® - sheet rubbernoraplan® - modular rubber tilesFlooring related products – stair treads, inlays, accessories  Who is nora  SALES BY REGION  SALES BY SEGMENT  North America  Europe  Germany  China  EmergingMarkets  Shoe  Healthcare  Education  Industry  Public Buildings  Transportation  Other  Figures represent FY 2017 

 Interface and nora Together: Geographic Reach  *  *  *  *  *  *  * Based on proforma 2017 gross billings    + 

 Interface and nora Together: Segmentation  * Based on proforma 2017 gross billings  *  *  *  Americas  EMEA  APAC  Americas  EMEA  APAC    +  *  *  * 

 Transaction Overview  Accelerates Interface’s value creation strategy by expanding Interface’s resilient product portfolio and accelerating growth in key non-office segments All cash purchase of approximately $420M for 100% of nora. Financed entirely with debt through a new term loan under Interface’s existing credit facilityPre-synergy purchase price multiple of 9.0x LTM Adjusted EBITDA. Post-synergy purchase price multiple of 7.4x LTM Adjusted EBITDAAnticipate revenue synergies that will provide 50-100 bps of additional sales for Interface and approximately $0.5M - $1M per year of cost synergies over the next five yearsExpected to be immediately accretive to gross margins and adjusted EPS, improving adjusted EPS by $0.03 to $0.06 in 2018 and $0.15 to $0.20 in 2019  Estimated sales of $280M in 2018Gross profit margins of approximately 45%SG&A as percentage of sales of approximately 34%Operating income margins of approximately 11%Adjusted EBITDA* margins of approximately 16%  nora’s Financial Results  * See Appendix for reconciliation 

 Appendix: Reconciliation of Non-GAAP measures  Note: nora financials are based on unaudited management accounts 

 Appendix: Reconciliation of Non-GAAP measures