-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ibIbzks7MPbioc537Bm/vVXu2Lgj0OrCmOjndilKt+vspkKzyrKOECqadf8EG+YI hq2WOxPOzuxc+a5jgUWTmg== 0000910195-95-000063.txt : 19950823 0000910195-95-000063.hdr.sgml : 19950823 ACCESSION NUMBER: 0000910195-95-000063 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950702 FILED AS OF DATE: 19950822 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERFACE INC CENTRAL INDEX KEY: 0000715787 STANDARD INDUSTRIAL CLASSIFICATION: CARPETS AND RUGS [2273] IRS NUMBER: 581451243 STATE OF INCORPORATION: GA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-12016 FILM NUMBER: 95565796 BUSINESS ADDRESS: STREET 1: ORCHARD HILL RD STREET 2: P O BOX 1503 CITY: LAGRANGE STATE: GA ZIP: 30241 BUSINESS PHONE: 4043196471 FORMER COMPANY: FORMER CONFORMED NAME: INTERFACE FLOORING SYSTEMS INC DATE OF NAME CHANGE: 19870817 10-Q/A 1 FORM 10-Q AMENDMENT FOR INTERFACE, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A /x/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended July 2, 1995 Commission File Number 0-12016 ------------------------------ INTERFACE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) GEORGIA 58-1451243 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339 --------------------------------------------------------- (Address of principal executive offices and zip code) (404) 437-6800 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 X No --- --- Shares outstanding of each of the registrant's classes of common stock at August 8, 1995:
Class Number of Shares --------------------------------------------- ---------------- Class A Common Stock, $.10 par value per share 15,238,355 Class B Common Stock, $.10 par value per share 3,011,998
1 INTERFACE, INC. Index Page ---- Part I. FINANCIAL INFORMATION Item 1. Consolidated Condensed Financial Statements Balance Sheets - July 2, 1995 and January 1, 1995 3 Statements of Income - Three Months and Six Months Ended July 2, 1995 and July 3, 1994 4 Statements of Cash Flows - Six Months Ended July 2, 1995 and July 3, 1994 5 Notes to Financial Statements 6 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheet (Unaudited) (In thousands) July 2, January 1, - ---------------------------- 1995 1995 ------ --------- ASSETS - ---------------------------- CURRENT ASSETS: Cash and Cash Equivalents $4,856 $4,389 Escrowed and Restricted Funds 2,455 2,663 Accounts Receivable 143,522 133,536 Inventories 145,880 132,650 Deferred Tax Asset 3,767 3,767 Prepaid Expenses 18,928 15,110 -------- -------- TOTAL CURRENT ASSETS 319,408 292,115 PROPERTY AND EQUIPMENT, less accumulated depreciation 162,440 152,874 EXCESS OF COST OVER NET ASSETS ACQUIRED 215,178 202,852 OTHER ASSETS 42,562 40,093 -------- -------- $739,588 $687,934 ======== ======== LIABILITIES AND COMMON SHAREHOLDERS' EQUITY - ------------------------------------------- CURRENT LIABILITIES: Accounts Payable $71,208 $59,702 Accrued Expenses 51,834 56,940 Current Maturities of Long-Term Debt 1,550 853 -------- -------- TOTAL CURRENT LIABILITIES 124,592 117,495 LONG-TERM DEBT, less current maturities 234,464 209,663 CONVERTIBLE SUBORDINATED DEBENTURES 103,925 103,925 DEFERRED INCOME TAXES 17,012 17,761 -------- -------- TOTAL LIABILITIES 479,993 448,844 -------- -------- Redeemable Preferred Stock 25,000 25,000 Common Stock: Class A 1,881 1,871 Class B 304 308 Additional Paid-In Capital 93,971 93,450 Retained Earnings 142,370 136,343 Foreign Currency Translation Adjustment 13,815 (136) Treasury Stock, 3,600 Class A Shares, at Cost (17,746) (17,746) -------- -------- $739,588 $687,934 ======== ======== See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Income (Unaudited) (In thousands except per share amounts) - --------------------------------------- Three Months Ended Six Months Ended ------------------------- --------------------------- July 2 July 3, July 2, July 3 1995 1994 1995 1994 -------- -------- -------- -------- Net Sales $202,818 $181,665 $394,145 $342,384 Cost of Sales 140,090 126,117 273,062 238,492 -------- -------- -------- -------- Gross Profit on Sales 62,728 55,548 121,083 103,892 Selling, General and Administrative Expenses 47,278 43,408 92,240 81,313 -------- -------- -------- -------- Operating Income 15,450 12,140 28,843 22,579 Other (Expense) Income - Net (7,262) (6,342) (14,179) (12,386) -------- -------- -------- -------- Income before Taxes on Income 8,188 5,798 14,664 10,193 Taxes on Income 3,113 2,087 5,573 3,670 -------- ------- -------- -------- Net Income 5,075 3,711 9,091 6,523 Less: Preferred Dividends 437 437 874 875 -------- ------- -------- -------- Net Income Applicable to Common Shareholders $4,638 $3,274 $8,217 5,648 ======== ======= ======== ======== Earnings Per Share Primary $0.25 $0.18 $0.45 $0.32 ======== ======= ======== ======= Fully Diluted $0.25 $0.18 $0.45 $0.32 ======== ======= ======== ======= Weighted Average Common Shares Outstanding Primary 18,250 18,175 18,230 17,834 ======== ======= ======= ======= Fully Diluted 26,086 26,010 26,065 25,670 ======== ======= ======= ======= - ------------------------ For the three months and six months periods ended July 3, 1994, earnings per share on a fully dilutive basis were antidilutive. See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) Six Months Ended -------------------------- July 2, July 3, (In thousands) 1995 1994 - ------------- ---------- ---------- OPERATING ACTIVITIES: Net income $9,091 $6,523 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 14,308 14,357 Deferred income taxes (861) 970 Cash provided by (used for): Accounts receivable (4,490) (4,385) Inventories (4,295) (13,156) Prepaid and other (2,582) 217 Accounts payable and accrued expenses 2,898 (10,455) ------- --------- 14,069 (5,929) ------- --------- INVESTING ACTIVITIES: Capital expenditures (12,881) (9,182) Acquisitions of businesses (17,154) (643) Other (2,710) 2,511 -------- ---------- (32,745) (7,314) -------- ---------- FINANCING ACTIVITIES: Net borrowing of long-term debt 21,434 12,734 Issuance of common stock 526 453 Dividends paid (3,064) (3,015) -------- --------- 18,896 10,172 -------- --------- Net cash provided by operating, investing and financing activities 220 (3,071) Effect of exchange rate changes on cash 247 318 -------- --------- CASH AND CASH EQUIVALENTS: Net increase (decrease) during the period 467 (2,753) Balance at beginning of period 4,389 4,674 -------- -------- Balance at end of period $4,856 $1,921 ======== ======== See accompanying notes to consolidated condensed financial statements.
5 INTERFACE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements NOTE 1 - CONDENSED FOOTNOTES As contemplated by the Securities and Exchange Commission instructions to Form 10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the notes to the Company's year-end financial statements contained in its Annual Report to Shareholders for the fiscal year ended January 1, 1995, as filed with the Securities and Exchange Commission. NOTE 2 - INVENTORIES Inventories are summarized as follows: July 2, January 1, 1995 1995 ------- --------- Finished Goods $ 78,895 $ 74,542 Work-in-Process 28,482 20,250 Raw Materials 38,503 37,858 ------ ------ $ 145,880 $ 132,650 ========== ========= NOTE 3 - BUSINESS ACQUISITIONS In June 1995, the Company acquired substantially all of the assets of Toltec Fabrics, Inc., a North Carolina based company, for approximately $13,280,000 (comprised of $7,530,000 in cash and $5,750,000 in notes). The acquisition was accounted for as a purchase and, accordingly, the results of operations are included in the Company's consolidated financial statements from the date of acquisition. NOTE 4 - EARNINGS PER SHARE AND DIVIDENDS Earnings per share are computed by dividing net income applicable to common shareholders by the combined weighted average number of shares of Class A and Class B common stock outstanding during the particular reporting period. The computation does not include a negligible dilutive effect of outstanding stock options. Neither the Convertible Subordinated Debentures issued in September 1988 nor the Series A Cumulative Convertible Preferred Stock issued during June 1993 were determined to be common stock equivalents. 6 INTERFACE, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements NOTE 4 - EARNINGS PER SHARE AND DIVIDENDS (Continued) In computing primary earnings per share, the preferred stock dividend reduces income applicable to common shareholders. For the purposes of computing earnings per share and dividends paid per share, the Company is treating as treasury stock (and therefore not outstanding) the shares that are owned by a wholly-owned subsidiary (3,600,000 Class A shares, recorded at cost). __________________________________________ The financial information included in this report has been prepared by the Company, without audit, and should not be relied upon to the same extent as audited financial statements. In the opinion of management, the financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the year. 7 SIGNATURE 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. INTERFACE, INC. Date: August 21, 1995 By: /s/ Daniel T. Hendrix ------------------------------ Daniel T. Hendrix Vice President (Principal Financial Officer) 12 -----END PRIVACY-ENHANCED MESSAGE-----