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): April 23, 2003

INTERFACE, INC. (Exact name of Registrant as Specified in its Charter)

Georgia	000-12016	58-1451243
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
2859 Paces Ferry Road 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)

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	None.
(c)	Exhibits.

Exhibit No.	Description
99.1	Press Release of Interface, Inc., dated April 23, 2003, reporting Interface, Inc.’s financial results for the first quarter of 2003 (furnished pursuant to Item 12 of Form 8-K, under Item 9 of this Report).

ITEM 9. REGULATION FD DISCLOSURE.

     This information set forth under “Item 9. Regulation FD Disclosure” is intended to be furnished under said Item 9 and also under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216. Such information, including the Exhibit attached 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 to such filing.

     On April 23, 2003, Interface, Inc. issued a press release reporting Interface, Inc.’s financial results for the first quarter of 2003. A copy of such press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. The press release contains a reference to free cash flow, which is a non-GAAP measure within the meaning of Regulation G under the federal securities laws. (GAAP refers to generally accepted accounting principles in the United States.) A reconciliation of free cash flow to the most directly comparable financial measure calculated and presented in accordance with GAAP, which the Company determined to be cash provided by operating activities calculated and presented in accordance with GAAP, is contained in the press release. Management believes that free cash flow is useful as a supplemental measure of evaluating financial performance of the Company because it provides management and investors with an important perspective on the cash available for shareholders, debt repayment and acquisitions after making the capital investments and other investments required to support ongoing business operations and long term value creation. Free cash flow should not be considered in isolation or as an alternative to other financial measures determined under GAAP. Because free cash flow is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, free cash flow as used in the press release may not be comparable to other similarly titled measures used by other companies.

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/ Patrick C. Lynch Patrick C. Lynch Vice President and Chief Financial Officer
Date:	April 23, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Interface, Inc., dated April 23, 2003, reporting Interface, Inc.’s financial results for the first quarter of 2003 (furnished pursuant to Item 12 of Form 8-K, under Item 9 of this Report).

EX-99.1 3 g82271exv99w1.txt PRESS RELEASE [INTERFACE LOGO] CONTACT: Daniel T. Hendrix President and Chief Executive Officer Patrick C. Lynch Chief Financial Officer (770) 437-6800 FD Morgen-Walke: Christine Mohrmann, Lindsay Hatton FOR IMMEDIATE RELEASE (212) 850-5600 - --------------------- INTERFACE REPORTS FIRST QUARTER 2003 RESULTS ATLANTA, Georgia, April 23, 2003 - Interface, Inc. (Nasdaq: IFSIA), a worldwide commercial interiors products and services company, today announced results for the first quarter ended March 30, 2003. Sales in the first quarter 2003 were $210.2 million, compared with $226.7 million in the first quarter 2002. The Company recorded a pre-tax restructuring charge of $2.1 million during the first quarter 2003 in connection with its previously-announced restructuring initiative designed to rationalize manufacturing operations in its fabrics division and further reduce worldwide workforce. Operating loss was $3.4 million in the first quarter 2003, versus operating income of $10.6 million in the first quarter 2002. Loss from continuing operations was $9.0 million, or $0.18 per share, in the first quarter 2003, compared with break-even results from continuing operations in the first quarter 2002. Net loss for the first quarter 2003 was $10.4 million, or $0.21 per share, compared with a first quarter 2002 net loss of $0.1 million, or $0.00 per share. "Our decline in sales in the first quarter was in line with industry performance, reflecting the effects of a prolonged economic downturn, exacerbated by market uncertainty in the face of the war in Iraq," said Daniel T. Hendrix, President and Chief Executive Officer. "We also experienced delays in implementing cost reductions in the fabrics business, which are now back on track. Our management team is focused on the fundamentals, and that has kept us in a market leadership position. We are implementing strategies that strengthen our position in our core office market as well as improve our ability to meet the needs of a growing universe of customers. First, we've launched an exceptional marketing campaign branded i2(TM), our initiative to drive the modular concept within the total commercial market - including hospitality, retail, education, healthcare and government. This segmentation initiative is paying immediate dividends, INTERFACE REPORTS FIRST QUARTER 2003 RESULTS -2- particularly in the education sector, which should generate significant sales in the second quarter as we enter the schools' buying season." "Secondly, our launch of InterfaceFLOR in the residential market during the first quarter has generated exciting early success. This penetration of the residential market represents a new and significant upside in our long-term prospects for growth," Hendrix said. Hendrix also noted the successful market segmentation efforts underway in the Company's broadloom business, which is operating at a lower break-even point as a result of cost-cutting initiatives that will be realized in the second quarter. Other highlights included continued improved business, year over year, in both Europe and Asia-Pacific. He concluded, "We are beginning to sense an improvement in the tone of the business, evidenced by orders of $230 million received during the first quarter. We believe the uncertainty associated with the war caused many customers to delay their projects, which contributed to a $14 million increase in our backlog going into the second quarter as compared with year-end 2002. Considering our increased backlog, our market segmentation headway and our continued aggressive efforts to reduce costs and improve liquidity, we believe we are better positioned for the remainder of the year. Consequently, we are targeting improvements in revenues, operating income and bottom line results in the second quarter 2003. We also anticipate generating free cash flow of $25 million in the second quarter. This free cash flow is derived by an expected $30 million of cash provided by operating activities, which includes a tax refund, less an expected $5 million of cash used in investing activities - both as determined in accordance with GAAP." The Company will host a conference call tomorrow, April 24, 2003, at 9:00 a.m. Eastern Time, to discuss its first quarter 2003 results. The conference call will be simultaneously broadcast live over the Internet. Listeners may access the conference call live over the Internet at http://www.firstcallevents.com/service/ajwz380050401gf12.html or through the Company's website at http://www.interfaceinc.com/results/investor/news.php. The archived version of the conference call will be available at these sites beginning approximately one hour after the call ends through Friday, May 23, 2003 at 11:59 p.m. Eastern Time. Interface, Inc. is a recognized leader in the worldwide commercial interiors market, offering floorcoverings, fabrics and interior architectural products. The Company is committed to the goal of sustainability and doing business in ways that minimize the impact on the environment while enhancing shareholder value. The Company is the world's largest manufacturer of modular carpet under the Interface, INTERFACE REPORTS FIRST QUARTER 2003 RESULTS -3- Heuga, Bentley and Prince Street brands, and through its Bentley Mills and Prince Street brands, enjoys a leading position in the high quality, designer-oriented segment of the broadloom carpet market. The Company provides specialized carpet replacement, installation, maintenance and reclamation services through its Re:Source Americas service network. The Company is a leading producer of interior fabrics and upholstery products, which it markets under the Guilford of Maine, Stevens Linen, Toltec, Intek, Chatham, Camborne and Glenside brands. In addition, the Company provides specialized fabric services through its TekSolutions business; produces raised/access flooring systems under the TecCrete, TecFlor, TecSteel and InterCell brands; and markets modular wiring systems under the Interface PeoplePower brand. 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. 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 risks and uncertainties associated with economic conditions in the commercial interiors industry as well as the risks and uncertainties discussed under the heading "Safe Harbor Compliance Statement for Forward-Looking Statements" in Item 1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2002, which discussion is incorporated herein by this reference, including, but not limited to, the discussion of specific risks and uncertainties under the headings "We compete with a large number of manufacturers in the highly competitive commercial floorcovering products market, and some of these competitors have greater financial resources than we do," "Sales of our principal products may be affected by cycles in the construction and renovation of commercial and institutional buildings," "Our continued success depends significantly upon the efforts, abilities and continued service of our senior management executives and our design consultants," "Our substantial international operations are subject to various political, economic and other uncertainties," "Our Chairman, together with other insiders, currently has sufficient voting power to elect a majority of our Board of Directors," "Large increases in the cost of petroleum-based raw materials, which we are unable to pass through to our customers, could adversely affect us," "Unanticipated termination or interruption of any of our arrangements with our primary third-party suppliers of synthetic fiber could have a material adverse effect on us," and "Our Rights Agreement could discourage tender offers or other transactions that could result in shareholders receiving a premium over the market price for our stock." 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 - INTERFACE REPORTS FIRST QUARTER 2003 RESULTS -4-

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED --------------------------- (In thousands, except per share data) 3/30/03 3/31/02 --------- --------- Net Sales $ 210,210 $ 226,671 Cost of Sales 154,511 161,078 --------- --------- Gross Profit 55,699 65,593 Selling, General & Administrative Expense 57,040 55,011 Restructuring Charge 2,086 -- --------- --------- Operating Income (Loss) (3,427) 10,582 Interest Expense 10,180 10,352 Other Expense, Net 93 269 --------- --------- Loss Before Taxes (13,700) (39) Income Tax Benefit (4,658) (36) --------- --------- Loss from Continuing Operations (9,042) (3) Discontinued Operations (net of tax) (1,312) (103) --------- --------- Net Loss $ (10,354) $ (106) ========= ========= Basic and diluted loss per share: Continuing Operations $ (0.18) $ 0.00 Discontinued Operations (0.03) 0.00 --------- --------- Basic and diluted loss per share $ (0.21) $ 0.00 ========= ========= Basic and diluted common shares outstanding 50,211 50,017 ========= =========

CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) 3/30/03 12/29/02 --------- --------- ASSETS Cash $ 22,959 $ 34,134 Accounts Receivable 129,638 137,486 Inventories 144,228 134,656 Other 50,229 42,953 Assets of business held for sale 18,613 17,492 --------- --------- Total Current Assets 365,667 366,721 Property, Plant & Equipment 209,626 213,059 Other Assets 289,799 283,730 --------- --------- Total Assets $ 865,092 $ 863,510 ========= ========= LIABILITIES Current Liabilities $ 174,607 $ 168,912 Long-Term Debt 2,504 -- Senior and Senior Subordinated Notes 445,000 445,000 Other Liabilities 25,124 25,427 --------- --------- Total Liabilities 647,235 639,339 Shareholders' Equity 217,857 224,171 --------- --------- Total Liabilities and Shareholders' Equity $ 865,092 $ 863,510 ========= =========

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

[INTERFACE LOGO]



                             CONTACT:  Daniel T. Hendrix
                                       President and Chief Executive Officer
                                       Patrick C. Lynch
                                       Chief Financial Officer
                                       (770) 437-6800

                                       FD Morgen-Walke:
                                       Christine Mohrmann, Lindsay Hatton
FOR IMMEDIATE RELEASE                  (212) 850-5600
- ---------------------


                  INTERFACE REPORTS FIRST QUARTER 2003 RESULTS

         ATLANTA, Georgia, April 23, 2003 - Interface, Inc. (Nasdaq: IFSIA), a
worldwide commercial interiors products and services company, today announced
results for the first quarter ended March 30, 2003.

         Sales in the first quarter 2003 were $210.2 million, compared with
$226.7 million in the first quarter 2002. The Company recorded a pre-tax
restructuring charge of $2.1 million during the first quarter 2003 in connection
with its previously-announced restructuring initiative designed to rationalize
manufacturing operations in its fabrics division and further reduce worldwide
workforce. Operating loss was $3.4 million in the first quarter 2003, versus
operating income of $10.6 million in the first quarter 2002. Loss from
continuing operations was $9.0 million, or $0.18 per share, in the first quarter
2003, compared with break-even results from continuing operations in the first
quarter 2002. Net loss for the first quarter 2003 was $10.4 million, or $0.21
per share, compared with a first quarter 2002 net loss of $0.1 million, or $0.00
per share.

         "Our decline in sales in the first quarter was in line with industry
performance, reflecting the effects of a prolonged economic downturn,
exacerbated by market uncertainty in the face of the war in Iraq," said Daniel
T. Hendrix, President and Chief Executive Officer. "We also experienced delays
in implementing cost reductions in the fabrics business, which are now back on
track. Our management team is focused on the fundamentals, and that has kept us
in a market leadership position. We are implementing strategies that strengthen
our position in our core office market as well as improve our ability to meet
the needs of a growing universe of customers. First, we've launched an
exceptional marketing campaign branded i2(TM), our initiative to drive the
modular concept within the total commercial market - including hospitality,
retail, education, healthcare and government. This segmentation initiative is
paying immediate dividends,



INTERFACE REPORTS FIRST QUARTER 2003 RESULTS                                -2-


particularly in the education sector, which should generate significant sales in
the second quarter as we enter the schools' buying season."

          "Secondly, our launch of InterfaceFLOR in the residential market
during the first quarter has generated exciting early success. This penetration
of the residential market represents a new and significant upside in our
long-term prospects for growth," Hendrix said.

          Hendrix also noted the successful market segmentation efforts underway
in the Company's broadloom business, which is operating at a lower break-even
point as a result of cost-cutting initiatives that will be realized in the
second quarter. Other highlights included continued improved business, year over
year, in both Europe and Asia-Pacific.

          He concluded, "We are beginning to sense an improvement in the tone of
the business, evidenced by orders of $230 million received during the first
quarter. We believe the uncertainty associated with the war caused many
customers to delay their projects, which contributed to a $14 million increase
in our backlog going into the second quarter as compared with year-end 2002.
Considering our increased backlog, our market segmentation headway and our
continued aggressive efforts to reduce costs and improve liquidity, we believe
we are better positioned for the remainder of the year. Consequently, we are
targeting improvements in revenues, operating income and bottom line results in
the second quarter 2003. We also anticipate generating free cash flow of $25
million in the second quarter. This free cash flow is derived by an expected $30
million of cash provided by operating activities, which includes a tax refund,
less an expected $5 million of cash used in investing activities - both as
determined in accordance with GAAP."

          The Company will host a conference call tomorrow, April 24, 2003, at
9:00 a.m. Eastern Time, to discuss its first quarter 2003 results. The
conference call will be simultaneously broadcast live over the Internet.
Listeners may access the conference call live over the Internet at
http://www.firstcallevents.com/service/ajwz380050401gf12.html or through the
Company's website at http://www.interfaceinc.com/results/investor/news.php. The
archived version of the conference call will be available at these sites
beginning approximately one hour after the call ends through Friday, May 23,
2003 at 11:59 p.m. Eastern Time.

          Interface, Inc. is a recognized leader in the worldwide commercial
interiors market, offering floorcoverings, fabrics and interior architectural
products. The Company is committed to the goal of sustainability and doing
business in ways that minimize the impact on the environment while enhancing
shareholder value. The Company is the world's largest manufacturer of modular
carpet under the Interface,



INTERFACE REPORTS FIRST QUARTER 2003 RESULTS                                -3-


Heuga, Bentley and Prince Street brands, and through its Bentley Mills and
Prince Street brands, enjoys a leading position in the high quality,
designer-oriented segment of the broadloom carpet market. The Company provides
specialized carpet replacement, installation, maintenance and reclamation
services through its Re:Source Americas service network. The Company is a
leading producer of interior fabrics and upholstery products, which it markets
under the Guilford of Maine, Stevens Linen, Toltec, Intek, Chatham, Camborne and
Glenside brands. In addition, the Company provides specialized fabric services
through its TekSolutions business; produces raised/access flooring systems under
the TecCrete, TecFlor, TecSteel and InterCell brands; and markets modular wiring
systems under the Interface PeoplePower brand.


          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. 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 risks and uncertainties associated with economic conditions
in the commercial interiors industry as well as the risks and uncertainties
discussed under the heading "Safe Harbor Compliance Statement for
Forward-Looking Statements" in Item 1 of the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 2002, which discussion is
incorporated herein by this reference, including, but not limited to, the
discussion of specific risks and uncertainties under the headings "We compete
with a large number of manufacturers in the highly competitive commercial
floorcovering products market, and some of these competitors have greater
financial resources than we do," "Sales of our principal products may be
affected by cycles in the construction and renovation of commercial and
institutional buildings," "Our continued success depends significantly upon the
efforts, abilities and continued service of our senior management executives and
our design consultants," "Our substantial international operations are subject
to various political, economic and other uncertainties," "Our Chairman, together
with other insiders, currently has sufficient voting power to elect a majority
of our Board of Directors," "Large increases in the cost of petroleum-based raw
materials, which we are unable to pass through to our customers, could adversely
affect us," "Unanticipated termination or interruption of any of our
arrangements with our primary third-party suppliers of synthetic fiber could
have a material adverse effect on us," and "Our Rights Agreement could
discourage tender offers or other transactions that could result in shareholders
receiving a premium over the market price for our stock." 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 -


INTERFACE REPORTS FIRST QUARTER 2003 RESULTS                                -4-




CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS        THREE MONTHS ENDED
                                                   ---------------------------
(In thousands, except per share data)              3/30/03             3/31/02
                                                   ---------         ---------
                                                               
Net Sales                                          $ 210,210         $ 226,671
Cost of Sales                                        154,511           161,078
                                                   ---------         ---------
      Gross Profit                                    55,699            65,593
Selling, General & Administrative Expense             57,040            55,011
Restructuring Charge                                   2,086                --
                                                   ---------         ---------
      Operating Income (Loss)                         (3,427)           10,582
Interest Expense                                      10,180            10,352
Other Expense, Net                                        93               269
                                                   ---------         ---------
      Loss Before Taxes                              (13,700)              (39)
Income Tax Benefit                                    (4,658)              (36)
                                                   ---------         ---------
      Loss from Continuing Operations                 (9,042)               (3)
Discontinued Operations (net of tax)                  (1,312)             (103)
                                                   ---------         ---------
Net Loss                                           $ (10,354)        $    (106)
                                                   =========         =========

Basic and diluted loss per share:
       Continuing Operations                       $   (0.18)        $    0.00
       Discontinued Operations                         (0.03)             0.00
                                                   ---------         ---------
Basic and diluted loss per share                   $   (0.21)        $    0.00
                                                   =========         =========

Basic and diluted common shares outstanding           50,211            50,017
                                                   =========         =========


CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)                                       3/30/03          12/29/02
                                                   ---------         ---------
                                                               
ASSETS
      Cash                                         $  22,959         $  34,134
      Accounts Receivable                            129,638           137,486
      Inventories                                    144,228           134,656
      Other                                           50,229            42,953
      Assets of business held for sale                18,613            17,492
                                                   ---------         ---------
           Total Current Assets                      365,667           366,721
      Property, Plant & Equipment                    209,626           213,059
      Other Assets                                   289,799           283,730
                                                   ---------         ---------
           Total Assets                            $ 865,092         $ 863,510
                                                   =========         =========

LIABILITIES
      Current Liabilities                          $ 174,607         $ 168,912
      Long-Term Debt                                   2,504                --
      Senior and Senior Subordinated Notes           445,000           445,000
      Other Liabilities                               25,124            25,427
                                                   ---------         ---------
           Total Liabilities                         647,235           639,339
      Shareholders' Equity                           217,857           224,171
                                                   ---------         ---------
           Total Liabilities and Shareholders'
             Equity                                $ 865,092         $ 863,510
                                                   =========         =========