<PAGE> 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
<PAGE> 2
INTERFACE, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
- ------------------------------------------------- June 30, December 31,
ASSETS 1996 1995
- ------------------------------------------------- --------- ------------
<S> <C> <C>
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
======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
(In thousands except per share amounts)
Three Months Ended Six Months Ended
--------------------- -----------------------
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
--------- --------- -------- --------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
June 30, July 2,
(In thousands) 1996 1995
--------- --------
<S> <C> <C>
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
======= =======
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 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:
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
-------- ------------
<S> <C> <C>
Finished Goods $ 77,490 $ 76,407
Work-in-Process 29,937 26,168
Raw Materials 39,307 31,929
-------- --------
$146,734 $134,504
======== ========
</TABLE>
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
<PAGE> 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
<PAGE> 8
INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
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
======== ======== ======= ======== ========
</TABLE>
8
<PAGE> 9
INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
June 30, 1996
Consolidation
Non- Interface, Inc. and
Guarantor Guarantor (Parent Elimination Consolidated
Subsidiaries Subsidiaries Corporation) Entries Totals
------------ ------------ --------------- ------------- ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
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
======== ======== ======== ========= ========
</TABLE>
9
<PAGE> 10
INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C>
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
======== ======== ======== ========== ========
</TABLE>
10
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
CLASS A FOR WITHHELD
------- --- --------
<S> <C> <C>
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
<CAPTION>
CLASS B FOR WITHHELD
------- --- --------
<S> <C> <C>
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
</TABLE>
(ii) Proposal to amend the Company's Key Employee Stock Option
Plan (1993) to increase the number of shares authorized
to be issued
13
<PAGE> 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:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------- ------------------------
<S> <C>
27 Financial Data Schedule.
(for SEC use only)
</TABLE>
(b) No reports on Form 8-K were filed during the
quarter ended June 30, 1996.
14
<PAGE> 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
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
<S> <C> <C>
27 Financial Data Schedule
(for SEC use only)
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-END> JUN-30-1996
<CASH> 8,826
<SECURITIES> 0
<RECEIVABLES> 140,681
<ALLOWANCES> 5,870
<INVENTORY> 146,734
<CURRENT-ASSETS> 313,501
<PP&E> 341,327
<DEPRECIATION> 194,593
<TOTAL-ASSETS> 794,675
<CURRENT-LIABILITIES> 140,120
<BONDS> 366,825
25,000
0
<COMMON> 2,363
<OTHER-SE> 239,277
<TOTAL-LIABILITY-AND-EQUITY> 794,675
<SALES> 442,505
<TOTAL-REVENUES> 442,505
<CGS> 304,928
<TOTAL-COSTS> 409,905
<OTHER-EXPENSES> 401
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,177
<INCOME-PRETAX> 16,022
<INCOME-TAX> 6,289
<INCOME-CONTINUING> 9,733
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,733
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.47
</TABLE>
