-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Swlt2mzVBWnFaOVmdg8fbNXn1KcoYH6THkS/YEM/ueRoI4tIzPvf9ySnH2PAr6V2 whidsqlwK9twbua1Ro0ZVw== 0000950144-96-005505.txt : 19960816 0000950144-96-005505.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950144-96-005505 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-12016 FILM NUMBER: 96612776 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 1 INTERFACE INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /x/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended June 30, 1996 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) (770) 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 7, 1996: Class Number of Shares ---------------------------------------------- ---------------- Class A Common Stock, $.10 par value per share 18,102,781 Class B Common Stock, $.10 par value per share 2,980,694 2 INTERFACE, INC. INDEX
Page ---- Part I. FINANCIAL INFORMATION Item 1. Consolidated Condensed Financial Statements Balance Sheets - June 30, 1996 and December 31, 1995 3 Statements of Income - Three Months and Six Months Ended June 30, 1996 and July 2, 1995 4 Statements of Cash Flows - Six Months Ended June 30, 1996 and July 2, 1995 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in the Rights of the Company's Security Holders 13 Item 3. Defaults by the Company on Its Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 14 Item 6. Exhibits and Reports on Form 8-K 14
2 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited)
(In thousands) - ------------------------------------------------- June 30, December 31, ASSETS 1996 1995 - ------------------------------------------------- --------- ------------ CURRENT ASSETS: Cash and Cash Equivalents $ 8,826 $ 8,750 Accounts Receivable 134,811 111,386 Inventories 146,734 134,504 Deferred Tax Asset 4,461 3,998 Prepaid Expenses 18,669 15,748 -------- -------- TOTAL CURRENT ASSETS 313,501 274,386 PROPERTY AND EQUIPMENT, less accumulated depreciation 198,632 183,299 EXCESS OF COST OVER NET ASSETS ACQUIRED 236,997 218,825 OTHER ASSETS 45,545 37,841 -------- -------- $794,675 $714,351 ======== ======== LIABILITIES AND COMMON SHAREHOLDERS' EQUITY - ------------------------------------------------- CURRENT LIABILITIES: Notes Payable $3,908 $ 8,546 Accounts Payable 77,252 55,101 Accrued Expenses 56,945 50,148 Current Maturities of Long-Term Debt 2,015 1,560 -------- -------- TOTAL CURRENT LIABILITIES 140,120 115,355 LONG-TERM DEBT, less current maturities 241,825 199,022 SENIOR SUBORDINATED NOTES 125,000 125,000 DEFERRED INCOME TAXES 21,090 18,060 -------- -------- TOTAL LIABILITIES 528,035 457,437 Redeemable Preferred Stock 25,000 25,000 Common Stock: Class A 2,065 1,903 Class B 298 300 Additional Paid-In Capital 108,243 96,863 Retained Earnings 153,632 147,039 Foreign Currency Translation Adjustment (4,852) 3,555 Treasury Stock, 3,600 Class A Shares, at Cost (17,746) (17,746) -------- -------- $794,675 $714,351 ======== ========
See accompanying notes to consolidated condensed financial statements. 3 4 INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Income (Unaudited)
(In thousands except per share amounts) Three Months Ended Six Months Ended --------------------- ----------------------- June 30, July 2, June 30, July 2, 1996 1995 1996 1995 --------- --------- -------- -------- Net Sales $237,488 $202,818 $442,505 $394,145 Cost of Sales 162,824 140,090 304,928 273,062 -------- -------- -------- -------- Gross Profit on Sales 74,664 62,728 137,577 121,083 Selling, General and Administrative Expenses 55,635 47,278 104,977 92,240 -------- -------- -------- -------- Operating Income 19,029 15,450 32,600 28,843 Other (Expense) Income - Net (8,986) (7,262) (16,578) (14,179) -------- -------- -------- -------- Income before Taxes on Income 10,043 8,188 16,022 14,664 Taxes on Income 4,018 3,113 6,289 5,573 -------- -------- -------- -------- Net Income 6,025 5,075 9,733 9,091 Less: Preferred Dividends 429 437 866 874 -------- -------- -------- -------- Net Income Applicable to Common Shareholders $ 5,596 $ 4,638 $ 8,867 $ 8,217 ======== ======== ======== ======== Primary Earnings Per Common Share $ 0.29 $ 0.25 $ 0.47 $ 0.45 ======== ======== ======== ======== Weighted Average Common Shares Outstanding 19,401 18,250 18,938 18,230 ======== ======== ======== ========
See accompanying notes to consolidated condensed financial statements. 4 5 INTERFACE, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited)
Six Months Ended ------------------------- June 30, July 2, (In thousands) 1996 1995 --------- -------- OPERATING ACTIVITIES: Net income $ 9,733 $ 9,091 Adjustmens to reconcile net income to cash provided by operating activities: Depreciation and amortization 16,751 14,308 Deferred income taxes 169 (861) Cash provided by (used for): Accounts receivable (2,697) (4,490) Inventories (8,157) (4,295) Prepaid and other (3,357) (2,582) Accounts payable and accrued expenses 10,955 2,898 ------- ------- 23,397 14,069 ------- ------- INVESTING ACTIVITIES: Capital expenditures (19,377) (12,881) Acquisitions of businesses (30,916) (17,154) Other (5,836) (2,710) ------- ------- (56,129) (32,745) ------- ------- FINANCING ACTIVITIES: Net borrowing of long-term debt 35,449 21,434 Issuance of common stock 500 526 Dividends paid (3,141) (3,064) ------- ------- 32,808 18,896 ------- ------- Net cash provided by operating, investing and financing activities 76 220 Effect of exchange rate changes on cash 0 247 ------- ------- CASH AND CASH EQUIVALENTS: Net increase (decrease) during the period 76 467 Balance at beginning of period 8,750 4,389 ------- ------- Balance at end of period $ 8,826 $ 4,856 ======= =======
See accompanying notes to consolidated condensed financial statements. 5 6 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 December 31, 1995, as filed with the Securities and Exchange Commission. 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 full year. NOTE 2 - INVENTORIES Inventories are summarized as follows:
June 30, December 31, 1996 1995 -------- ------------ Finished Goods $ 77,490 $ 76,407 Work-in-Process 29,937 26,168 Raw Materials 39,307 31,929 -------- -------- $146,734 $134,504 ======== ========
NOTE 3 - BUSINESS ACQUISITIONS During fiscal 1996, the Company has acquired, through merger and stock purchases, five commercial floorcovering contractors -- Landry's Commercial Flooring Co., Inc., based in Oregon, Reiser Associates, Inc., based in Texas, Earl W. Bentley Operating Co., Inc., based in Oklahoma, Quaker City International, Inc., based in Pennsylvania, and Superior Holding Inc., based in Texas -- for approximately $24,294,000, in the aggregate (comprised of $15,668,000 in cash and $8,626,000 in Interface common stock). The acquisitions were accounted for as purchases and, accordingly, the results of operations for the acquired companies are included in the Company's consolidated financial statements from the date of the acquisitions. The 6 7 INTERFACE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS excess of the purchase price over the fair value of the net liabilities was approximately $18,600,000 and is being amortized over 30 years. In February 1996, the Company acquired the outstanding common stock of Renovisions, Inc., a Nationwide installation services firm (based in Georgia) that has pioneered a new method of carpet replacement, for approximately $5,000,000 in cash. The acquisition was accounted for as a purchase and, accordingly, the results of operations for Renovisions are included in the Company's consolidated financial statements from the date of acquisition. The excess of the purchase price over the fair value of net assets was approximately $3,200,000, and is being amortized over 30 years. In February 1996, the Company acquired the outstanding common stock of C-Tec, Inc., a Michigan based producer of raised/access flooring systems, for approximately $8,750,000 (comprised of $4,500,000 in cash and $4,250,000 in 6% subordinated convertible notes). The acquisition was accounted for as a purchase and, accordingly, the results of operations for C-Tec are included in the Company's consolidated financial statements from the date of acquisition. The excess of the purchase price over the fair value of net liabilities was approximately $3,200,000, and is being amortized over 30 years. 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 earnings computation does not give effect to the negligible dilutive impact of outstanding stock options. The Series A Cumulative Convertible Preferred Stock issued in June 1993 is not considered to be common stock equivalents. In computing primary earnings per share, the preferred stock dividend of 7% per annum 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). NOTE 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS The Guarantor Subsidiaries, which consist of the Company's principal domestic subsidiaries, are guarantors of the Company's 9.5% senior subordinated notes due 2005. The Supplemental Guarantor Financial Statements are presented herein pursuant to requirements of the Securities and Exchange Commission. 7 8 INTERFACE, INC. AND SUBSIDIARIES Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996 Consolidation Non- Interface, Inc. and Guarantor Guarantor (Parent Elimination Consolidated Subsidiaries Subsidiaries Corporation) Entries Totals ------------ ------------ ------------- ------------- ------------ (in thousands) Net sales $302,250 $165,522 - $(25,266) $442,506 Cost of sales 213,286 116,908 - (25,266) 304,928 -------- -------- ------- -------- -------- Gross profit on sales 88,964 48,614 - - 137,578 Selling, general and administrative expenses 64,277 33,092 7,609 - 104,978 -------- -------- ------- -------- -------- Operating income 24,687 15,522 (7,609) - 32,600 -------- -------- ------- -------- -------- Other expense (income) Interest Expense 3,859 3,485 8,833 - 16,177 Other 1,200 425 (1,224) - 401 -------- -------- ------- -------- -------- Total other expense 5,059 3,910 7,609 _ 16,578 -------- -------- ------- -------- -------- Income before taxes on income and equity in income of subsidiaries 19,628 11,612 (15,218) - 16,022 Taxes on income 8,114 4,138 (5,963) - 6,289 -------- -------- ------- -------- -------- Equity in income of subsidiaries - - 18,988 (18,988) - Net income 11,514 7,474 9,733 (18,988) 9,733 Preferred stock dividends - - 866 - 866 -------- -------- ------- -------- -------- Net income applicable to common share holders $ 11,514 $ 7,474 $ 8,867 $(18,988) $ 8,867 ======== ======== ======= ======== ========
8 9 INTERFACE, INC. AND SUBSIDIARIES Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
June 30, 1996 Consolidation Non- Interface, Inc. and Guarantor Guarantor (Parent Elimination Consolidated Subsidiaries Subsidiaries Corporation) Entries Totals ------------ ------------ --------------- ------------- ------------ (in thousands) ASSETS Current Assets: Cash and cash equivalents $ 3,245 $ 5,581 - - $ 8,826 Accounts receivable 98,968 60,487 (24,644) - 134,811 Inventories 91,600 55,134 - - 146,734 Miscellaneous 10,530 11,524 1,076 - 23,130 -------- -------- -------- --------- -------- Total current assets 204,343 132,726 (23,568) - 313,501 Property and equipment, less accumulated depreciation 140,559 54,896 3,177 - 198,632 Investment in subsidiaries 112,820 17,746 343,966 (474,532) 0 Miscellaneous 74,652 23,593 364,183 (416,883) 45,545 Excess of cost over net assets acquired 161,092 75,905 - - 236,997 -------- -------- -------- --------- -------- $693,466 $304,866 $687,758 ($891,415) $794,675 ======== ======== ======== ========= ======== LIABILITIES AND COMMON SHAREHOLDERS' EQUITY Current Liabilities: Notes payable $ 1,477 $ 2,431 - - $3,908 Accounts payable 51,271 22,763 3,218 - 77,252 Accrued expenses 31,889 18,609 6,447 - 56,945 Current maturities of long-term debt 2,015 - - - 2,015 -------- -------- -------- --------- -------- Total current liabilities 86,652 43,803 9,665 - 140,120 Long-term debt, less current maturities 152,027 49,898 247,215 (207,315) 241,825 Senior subordinated notes 0 0 125,000 - 125,000 Deferred income taxes 17,450 543 3,097 - 21,090 -------- -------- -------- --------- -------- Total liabilities 256,129 94,244 384,977 (207,315) 528,035 Redeemable preferred stock 57,891 - 25,000 (57,891) 25,000 Common stock 109,127 98,515 2,363 (207,642) 2,363 Additional paid-in capital 160,556 11,030 108,243 (171,586) 108,243 Retained earnings 113,047 99,170 170,183 (228,768) 153,632 Foreign currency translation adjustment (3,284) 1,907 (3,008) (467) (4,852) Treasury stock - - - (17,746) (17,746) -------- -------- -------- --------- -------- $693,466 $304,866 $687,758 ($891,415) $794,675 ======== ======== ======== ========= ========
9 10 INTERFACE, INC. AND SUBSIDIARIES Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
For the Six Months Ended June 30, 1996 Consolidation Non- Interface, Inc. and Guarantor Guarantor (Parent Elimination Consolidated Subsidiaries Subsidiaries Corporation) Entries Totals ------------ ------------ --------------- ------------- ------------ (in thousands) Cash flows from operating activities $ 18,737 $ 2,654 $ 2,006 - $ 23,397 -------- -------- -------- ---------- -------- Cash flows from investing activities: Purchase of plant and equipment (10,954) (6,343) (2,080) - (19,377) Acquisitions, net of cash acquired (30,916) - - - (30,916) Other 5,386 38,448 (49,670) - (5,836) -------- -------- -------- ---------- -------- Net cash provided by (used in) investing activities (36,484) 32,105 (51,750) - (56,129) -------- -------- -------- ---------- -------- Cash flows from financing activities: Net borrowings (repayments) 5,796 (4,461) 34,114 - 35,449 Proceeds from issuance of common stock - - 500 - 500 Cash dividends paid - - (3,141) - (3,141) Other 12,212 (29,855) 17,643 - - -------- -------- -------- ---------- -------- Net cash provided by (used in) financing activities 18,008 (34,316) 49,116 - 32,808 -------- -------- -------- ---------- -------- Effect of exchange rate change on cash - - - - 0 -------- -------- -------- ---------- -------- Net increase (decrease) in cash 261 443 (628) - 76 Cash at beginning of year 2,984 5,138 628 - 8,750 -------- -------- -------- ---------- -------- Cash at end of year $ 3,245 $ 5,581 - - $ 8,826 ======== ======== ======== ========== ========
10 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS. For the three month and six month periods ended June 30, 1996, the Company's net sales increased $34.7 million (17.1%) and $48.4 (12.3%), respectively, compared with the same periods in 1995. The increase was primarily attributable to (i) increased sales volume associated with the acquisitions of the companies in the Company's newly formed U.S. distribution network, Re:Source Americas, (ii) increased sales volume in the Company's floorcoverings operations in the United States, Continental Europe and Australia; (iii) increased sales volume in the Company's interior fabrics operations associated with the acquisitions of Toltec Fabrics, Inc. in June 1995, and the Intek Division of Springs Industries in December 1995, and (iv) increased sales volume in the Company's specialty resources division associated with the acquisition of C-Tec Inc. in February 1996. These increases were offset somewhat by a decrease in the Company's floorcovering sales volume in the broadloom carpet businesses, coupled with the weakening of the currencies of certain key markets (particularly the British pound sterling, Dutch guilder and Japanese yen) against the U.S. dollar, the Company's reporting currency. Cost of sales decreased for the three and six month periods ended June 30, 1996 when compared with the same periods in 1995. The Company recognized a decrease in manufacturing costs in its operations due to continued implementation of its make-to-order production strategy and "war-on-waste" initiative, which created manufacturing efficiencies as well as a shift to higher margin products. In addition to the improved manufacturing efficiencies the Company achieved improved pricing in its floorcovering operations. These benefits were somewhat offset by the acquisitions of Toltec, Intek, C-Tec, and the companies comprising the Company's new distribution network, which historically had higher cost of sales than the Company. Selling, general and administrative expenses as a percentage of sales increased slightly to 23.4% and 23.7%, respectively, for the three month and six month periods ended June 30, 1996, compared to 23.3% and 23.4% for the same periods in 1995. The increase for the three month period was attributable to (i) administrative expenses associated with building an infrastructure to manage Re:Source Americas, the Company's new commercial floorcovering distribution channel in the United States, (ii) increased marketing and sampling expenses in the floorcovering operations associated with the introduction of new products as the Company moves to implement a mass customization strategy in its European and U.S. broadloom operations, (iii) the acquisitions of Toltec Fabrics and Intek which, historically, had higher SG&A expense ratios than the Company. For the three month and six month periods ended June 30, 1996, the Company's other expense increased $1.7 million and $2.4 million, respectively, compared to the same periods in 1995, primarily due to an increase in bank debt incurred as a result of the Company's acquisitions, as well as increased interest rates associated with the 11 12 issuance of the Company's senior subordinated notes in November 1995 and subsequent redemption of the Company's convertible subordinated debentures. As a result of the aforementioned factors, the Company's net income (after adjustment for preferred dividends) increased 20.7% to $5.6 million and 7.9% to $8.9 million, respectively, for the three month and six month periods ended June 30, 1996, compared to the same periods in 1995. LIQUIDITY AND CAPITAL RESOURCES. The primary uses of cash during the period have been (i) $ 30.9 million associated with acquisitions, (ii) $19.4 million for additions to property and equipment in the Company's manufacturing facilities, and (iii) $5.8 million related to various deposits and long-term note receivables. These uses were funded by $34.5 million from long-term financing and $23.4 million from operating activities. The Company, as of June 30, 1996, recognized an $8.4 million decrease in foreign currency translation adjustment compared to that of December 31, 1995. The decrease was associated primarily with the Company's investments in subsidiaries located in the United Kingdom and Continental Europe. The translation adjustment to shareholders' equity was converted by the guidelines of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 52. The Company employs a variety of off-balance sheet financial instruments, including foreign currency swap agreements and foreign currency exchange contracts, to reduce its exposure to adverse fluctuations in interest and foreign currency exchange rates. At June 30, 1996, the Company had approximately $64.3 million (notional amount) of foreign currency hedge contracts outstanding, consisting principally of currency swap contracts to hedge firmly committed Dutch guilder and Japanese yen currency revenues. At June 30, 1996, the Company utilized interest rate swap agreements to effectively convert approximately $73 million of variable rate debt to fixed rate debt. At June 30, 1996, the weighted average rate on borrowings was 6.9%. The interest rate swap agreements have maturity dates ranging from nine to twenty-four months. The Company continually monitors its position with, and the credit quality of, the financial institutions which are counterparties to its off-balance sheet financial instruments and does not currently anticipate nonperformance by the counterparties. Management believes that the cash provided by operations and available under long-term loan commitments will provide adequate funds for current commitments and other requirements in the foreseeable future. 12 13 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not aware of any material pending legal proceedings involving it or any of its property. ITEM 2. CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS None ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company held its annual meeting of shareholders on May 21, 1996. (b) N/A (c) The matters considered at the annual meeting, and the votes cast for, against or withheld, as well as the number of abstentions, relating to each matter, are as follows: (i) Election of the following directors:
CLASS A FOR WITHHELD ------- --- -------- Carl I. Gable 14,059,727 383,759 Dr. June M. Henton 14,060,727 382,759 J. Smith Lanier, II 14,058,027 385,459 Leonard G. Saulter 14,056,757 386,729 Clarinus C. Th van Andel 14,060,027 383,459 CLASS B FOR WITHHELD ------- --- -------- Ray C. Anderson 1,971,049 0 Brian L. DeMoura 1,971,049 0 Charles R. Eitel 1,971,049 0 David Milton 1,971,049 0 Don E. Russell 1,971,049 0 Gordon D. Whitener 1,971,049 0
(ii) Proposal to amend the Company's Key Employee Stock Option Plan (1993) to increase the number of shares authorized to be issued 13 14 thereunder from 1,050,000 to 1,500,000, an increase of 450,000 shares. For: 13,036,928 Against: 1,280,814 Abstain: 125,744 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed with this report:
Exhibit Number Description of Exhibit ------- ------------------------ 27 Financial Data Schedule. (for SEC use only)
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1996. 14 15 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 13, 1996 By: /s/ Daniel T. Hendrix ------------------------------- Daniel T. Hendrix Senior Vice President (Principal Financial Officer) 15 16 EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL NUMBER PAGE NO. 27 Financial Data Schedule (for SEC use only)
16 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-K FOR THE 6 MONTH PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-29-1996 JUN-30-1996 8,826 0 140,681 5,870 146,734 313,501 341,327 194,593 794,675 140,120 366,825 25,000 0 2,363 239,277 794,675 442,505 442,505 304,928 409,905 401 0 16,177 16,022 6,289 9,733 0 0 0 9,733 0.47 0.47
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