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):  July 25, 2019

                        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.)

1280 West Peachtree Street NW Atlanta, Georgia	30309
(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 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 25, 2019, Interface, Inc. (the “Company”) issued a press release reporting its financial results for the second quarter of 2019 (the “Earnings Release”).  A copy of the Earnings Release is included as Exhibit 99.1 hereto and hereby incorporated by reference.  The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Non-GAAP Financial Measures in the Earnings Release

The Earnings Release includes, as additional information for investors, the Company’s adjusted net income, adjusted earnings per share, adjusted operating income, adjusted gross profit margin, net debt, adjusted earnings before interest taxes, depreciation and amortization (“EBITDA”), organic sales and organic sales growth.  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.

Adjusted income and gross profit measures exclude purchase accounting amortization in connection with the Company’s acquisition of nora systems. Adjusted EBITDA is GAAP net income excluding interest expense, taxes on income, depreciation and amortization, stock compensation amortization, restructuring and asset impairment charges, and nora transaction related expenses such as purchase accounting amortization, transaction related expenses, and transaction related other expenses.

Organic sales and organic sales growth exclude: (1) foreign currency fluctuations; and (2) sales from the acquired nora business. Net debt is total debt less cash on hand.

Because 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.  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.

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.

The Earnings Release also includes certain forward-looking non-GAAP information—specifically, projected organic sales growth, adjusted gross profit margin and adjusted selling, general and administrative expense.  Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these estimates, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable efforts.  Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included, although the majority of the difference is expected to be due to effects from the nora systems acquisition.

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	Press Release of Interface, Inc., dated July 25, 2019, reporting its financial results for the second quarter of 2019 (furnished pursuant to Item 2.02 of this Report).

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:  July 25, 2019

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Interface, Inc., dated July 25, 2019, reporting its financial results for the second quarter of 2019 (furnished pursuant to Item 2.02 of this Report).

EX-99.1

DRAFT v10

FOR IMMEDIATE RELEASE

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 Reports Second Quarter 2019 Results

Solid Second Quarter Results Driven by Strong Resilient Flooring Growth

ATLANTA – July 25, 2019 – Interface, Inc. (Nasdaq: TILE), a worldwide commercial flooring company and global leader in sustainability, today announced results for the second quarter ended June 30, 2019.

Second Quarter Highlights:

• Q2 net sales up 26%; Q2 organic sales up 2%

• Q2 GAAP EPS of $0.50, up 43% year-over-year; Q2 adjusted EPS of $0.51, up 21% year-over-year

• Strong balance sheet. Total debt of $672 million; net debt of $588 million

• 2019 fiscal year outlook targeting net sales growth of 14 - 15%, including currency headwinds of 200 basis points

“We delivered solid results in the second quarter, with organic sales growth of 2%, in line with our expectations. Our strategy to expand into the high growth resilient flooring segment is paying off as LVT drove organic growth in the second quarter. Furthermore, our nora® rubber flooring business, which we acquired in August 2018, contributed $76 million of net sales during the second quarter and grew 11% in local currency year-over-year,” said Jay Gould, CEO of Interface.

“Despite a slow-growth macro environment, we enter the back half of 2019 as a stronger company.  Our Carbon Neutral Floors™ program helped drive market share gains in key markets, including the U.S., U.K., Germany, and India. Customers have positively responded to our move into resilient flooring: LVT and rubber. Those two product lines are now approximately 25% of our revenue and both grew at double digit rates in local currency. First half gross profit margin was 38.8%, up 10 basis points versus the comparable prior year period. First half adjusted gross margin was 39.3%, up 60 basis points versus last year, and our planned second half productivity initiatives are anticipated to drive adjusted gross profit margin at or above 40%. First half SG&A was also in-line with expectations and, importantly, our selling system transformation is on track, with roughly 75% of our front line sales people now live on our new CRM platform. With this momentum, we are well-positioned to capture growth in the second half of the year,” noted Gould.

Second Quarter 2019 Financial Summary

Sales: Second quarter net sales were $358 million, up 26% versus $284 million in the prior year period. Organic sales were up 2% year-over-year driven by growth in LVT. Nora contributed $76 million of net sales in the quarter, up 5% compared to the stand-alone business last year. In local currency, nora grew 11% in Q2 2019 versus the stand-alone business in the same period last year.

Gross profit margin was 38.8% in the second quarter, which included $1 million of nora purchase accounting amortization—an increase of 30 basis points from the prior year period. Adjusted gross profit margin was 39.1%, an increase of 60 basis points over adjusted gross margin for the prior year period.

Operating Income: Second quarter operating income was $43 million, compared with $34 million in the prior year period. Second quarter 2019 adjusted operating income was $44 million, up 20% versus adjusted operating income of $37 million in the second quarter last year.

Second quarter SG&A expenses were in line with expectations at $96 million, or 26.8% of sales.

Net Income and EPS: The company recorded net income in the second quarter of 2019 of $29 million, or $0.50 per diluted share, compared to second quarter 2018 net income of $21 million, or $0.35 per diluted share. Second quarter 2019 adjusted net income was $30 million, or $0.51 per diluted share, compared to second quarter 2018 adjusted net income of $25 million, or $0.42 per share. 

Adjusted EBITDA: In the second quarter of 2019, adjusted EBITDA was $57 million, up 20% compared to $48 million in the prior year period.

Cash and Liquidity: The company had cash on hand of $84 million and total debt of $672 million at June 30, 2019, compared to $81 million of cash and $619 million of total debt at December 31, 2018.  Debt increased versus December 2018 as a result of the customary seasonality of working capital requirements in the first half of the year. In addition, the company executed on the remaining $25 million of share repurchases available under our previously announced $100 million share repurchase program.

“This was a solid quarter of execution for us, as we continued to focus on our operational disciplines and supply chain efficiencies. We remain focused on driving margin expansion, reducing leverage, and deploying capital efficiently,” said Bruce Hausmann, CFO of Interface.

Year to Date 2019 Financial Summary

Sales: For the first six months of 2019, net sales were $655 million, up 25% versus $524 million in the first half of last year. Organic sales were up 2% year-over-year. Nora contributed $136 million of net sales in the first six months of the year, up 3% compared to the stand-alone business in the first half of 2018. In local currency, nora grew 10% versus the stand-alone business in the same period last year.

Operating Income: For the first half of 2019, the company reportedoperating income of $59 million, compared with $57 million in the prior year period. Adjusted operating income was $63 million versus adjusted operating income of $60 million in the first six months of last year.

Net Income and EPS: The company recorded net income of $37 million, or $0.61 per diluted share, for the first half of 2019, compared to $36 million, or $0.60 per diluted share, in the prior year period. Adjusted net income was $39 million, or $0.65 per diluted share, compared to adjusted net income of $40 million, or $0.68 per diluted share in the first half of 2018. 

Adjusted EBITDA: Adjusted EBITDA was $89 million for the first six months of 2019, compared to $82 million in the prior year period.

Fiscal Year 2019 Outlook

Looking ahead to the full year of 2019, Interface is targeting to achieve:

• Total net sales growth of 14 – 15%.

• Organic sales growth of 2 – 3%.

• Adjusted gross profit margin to increase 100 to 150 basis points versus prior year which equates to 39.7 – 40.2%.

• Adjusted SG&A expenses of approximately 28.5% as a percentage of net sales.

Full year company interest and other expenses are projected to be $32 – $34 million, and the effective tax rate is anticipated to be approximately 25%. Diluted share count is anticipated to be approximately 60 million shares. Capital expenditures for the full year are forecasted to be $65 – $75 million.

Looking at the second half of 2019, the company anticipates fourth quarter adjusted EPS to be higher than third quarter adjusted EPS by approximately 3 – 5 cents.

Webcast and Conference Call Information

The company will host a conference call tomorrow morning, July 26, at 9:00 a.m. Eastern Time, to discuss its second quarter 2019 results. The conference call will be simultaneously broadcast live over the Internet.

Listeners may access the conference call live over the Internet at:https://event.on24.com/wcc/r/2021457/1D67955AB036755DAAA6167E043AA5D5, or through the company's website at: http://investors.interface.com.

The archived version of the webcast will be available at these sites for one year beginning approximately one hour after the call ends.

Non-GAAP Financial Measures

Interface provides adjusted earnings per share, adjusted net income, adjusted operating income, organic sales and organic sales growth, adjusted SG&A expenses, net debt, and adjusted EBITDA as additional information regarding its actual and projected operating results in this press release. These non-GAAP measures are not in accordance with – or alternatives to – GAAP measures, and may be different from non-GAAP measures used by other companies. Adjusted EPS, adjusted net income, adjusted SG&A expenses, and adjusted operating income exclude nora purchase accounting amortization. Organic sales and organic sales growth exclude nora sales and the impact of foreign currency fluctuations. Net debt is total debt less cash on hand. Adjusted EBITDA is GAAP net income excluding interest expense, taxes on income, depreciation and amortization, stock compensation amortization, restructuring and asset impairment charges, and nora transaction related expenses such as purchase accounting amortization, transaction related expenses, and transaction related other expenses. 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.

About Interface

Interface, Inc. is a global flooring company specializing in carbon neutral carpet tile and resilient flooring, including luxury vinyl tile (LVT) and nora® rubber flooring. We help our customers create high-performance interior spaces that support well-being, productivity, and creativity, as well as the sustainability of the planet. Our mission, Climate Take Back™, invites you to join us as we commit to operating in a way that is restorative to the planet and creates a climate fit for life.

Learn more about Interface at interface.com and blog.interface.com, our nora brand at nora.com, our FLOR® brand at FLOR.com, and our Carbon Neutral Floors™ program at interface.com/carbonneutral. 

Follow us on Twitter, YouTube, Facebook, Pinterest, LinkedIn, Instagram, and Vimeo.

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 2019 Outlook” in this news release, and any 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 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 incurred to complete the acquisition; risks related to the increased reliance on international business the Company will experience; and risks and uncertainties associated with economic conditions in the commercial interiors industry. Additional risks 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 following subheadings in “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2018: “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 competing 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”; “The uncertainty surrounding the implementation and effect of the U.K. exiting the European Union, and related negative developments in 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”; “If we fail to realize the expected synergies and other benefits of the nora acquisition, our results of operations and stock price may be negatively affected”; “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.

- TABLES FOLLOW -

Consolidated Condensed Statements of Operations	Three Months Ended				Six Months Ended
(In thousands, except per share data)	6/30/19		7/1/18		6/30/19		7/1/18
Net Sales	$	357,507	$	283,626	$	655,195	$	524,189
Cost of Sales		218,917		174,478		401,207		321,459
Gross Profit		138,590		109,148		253,988		202,730
Selling, General & Administrative Expenses		95,698		75,445		194,709		146,039
Operating Income		42,892		33,703		59,279		56,691
Interest Expense		6,810		2,261		13,603		4,355
Other Expense		304		3,261		1,318		3,780
Income Before Taxes		35,778		28,181		44,358		48,556
Income Tax Expense		6,279		7,579		7,800		12,870
NET INCOME	$	29,499	$	20,602	$	36,558	$	35,686
Earnings Per Share – Basic	$	0.50	$	0.35	$	0.61	$	0.60
Earnings Per Share – Diluted	$	0.50	$	0.35	$	0.61	$	0.60
Common Shares Outstanding – Basic		59,285		59,493		59,459		59,582
Common Shares Outstanding – Diluted		59,291		59,538		59,465		59,627

Consolidated Condensed Balance Sheets
(In thousands)	6/30/19		12/31/18
Assets
Cash	$	84,256	$	80,989
Accounts Receivable		183,862		179,004
Inventory		271,790		258,657
Other Current Assets		42,946		40,229
Total Current Assets		582,854		558,879
Property, Plant & Equipment		307,339		292,888
Operating Lease Right-of Use Asset		114,494		--
Other Assets		449,606		432,877
Total Assets	$	1,454,293	$	1,284,644
Liabilities
Accounts Payable		67,643		66,301
Accrued Liabilities		119,214		125,971
Current Portion of Operating Lease Liabilities		16,293		--
Current Portion of Long-Term Debt		31,105		31,315
Total Current Liabilities		234,255		223,587
Long-Term Debt		641,106		587,266
Operating Lease Liabilities		97,776		--
Other Long-Term Liabilities		129,043		119,128
Total Liabilities		1,102,180		929,981
Shareholders’ Equity		352,113		354,663
Total Liabilities and Shareholders’ Equity	$	1,454,293	$	1,284,644

Consolidated Condensed Statements of Cash Flows	Three Months Ended						Six Months Ended
(In thousands)	6/30/19			7/1/18			6/30/19			7/1/18
Net Income	$	29,499		$	20,602		$	36,558		$	35,686
Depreciation and Amortization		11,354			8,459			22,698			17,190
Stock Compensation Amortization		2,015			2,758			4,832			5,616
Amortization of Acquired Intangible Assets		1,343			--			3,252			--
Deferred Income Taxes and Other Non-Cash Items		(5,489	)		(2,529	)		(11,577	)		(729	)
Change in Working Capital
Accounts Receivable		(18,366	)		(22,748	)		(4,637	)		(16,410	)
Inventories		15,506			(7,041	)		(13,349	)		(24,281	)
Prepaids and Other Current Assets		(514	)		(1,701	)		(6,206	)		(17,974	)
Accounts Payable and Accrued Expenses		(3,215	)		12,967			(11,139	)		5,890
Cash Provided from Operating Activities		32,133			10,767			20,432			4,988
Cash Used in Investing Activities		(14,881	)		(8,663	)		(34,893	)		(15,830	)
Cash Provided by (Used in) Financing Activities		(431	)		(1,682	)		17,209			(7,438	)
Effect of Exchange Rate Changes on Cash		463			(1,296	)		519			(1,774	)
Net Increase (Decrease) in Cash	$	17,284		$	(874	)	$	3,267		$	(20,054	)

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures

(In millions, except per share amounts)

The impacts of changes in foreign currency presented in the tables are calculated based on applying the prior year period's average foreign currency exchange rates to the current year period.

The Company believes that the above non-GAAP performance measures, which management uses in managing and evaluating the Company’s business, may provide users of the Company’s financial information with additional meaningful basis for comparing the Company’s current results and results in a prior period, as these measures reflect factors that are unique to one period relative to the comparable period. However, these non‑GAAP performance measures should be viewed in addition to, and not as an alternative for, the Company’s reported results under accounting principles generally accepted in the United States. Tax effects identified above (when applicable) are calculated using the statutory tax rate for the jurisdictions in which the charge or income occurred.

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