tile20130617_10q.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For Quarterly Period Ended June 30, 2013

 

Commission File Number 001-33994

 

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 ☑    No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes ☐     No ☑

 

Shares outstanding of each of the registrant’s classes of common stock at August 2, 2013:

 

 

Class 

 

Number of Shares 

 
 

Common Stock, $.10 par value per share

 

66,159,172

 

  

 
 

 

 

INTERFACE, INC.

 

INDEX

     

PAGE

 

PART I.

FINANCIAL INFORMATION

     
 

Item 1.

Financial Statements

  3  
           
   

Consolidated Condensed Balance Sheets – June 30, 2013 and December 30, 2012

  3  
           
   

Consolidated Condensed Statements of Operations – Three Months and Six Months Ended June 30, 2013 and July 1, 2012

  4  
           
   

Consolidated Statements of Comprehensive Income (Loss) – Three Months and Six Months Ended June 30, 2013 and July 1, 2012

  5  
           
   

Consolidated Condensed Statements of Cash Flows – Six Months Ended June 30, 2013 and July 1, 2012

  6  
           
   

Notes to Consolidated Condensed Financial Statements

  7  
           
 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  21  
 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

  25  
 

Item 4.

Controls and Procedures

  25  
           

PART II.

OTHER INFORMATION

     
 

Item 1.

Legal Proceedings

  26  
 

Item 1A.

Risk Factors

  26  
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

  26  
 

Item 3.

Defaults Upon Senior Securities

  26  
 

Item 4.

Mine Safety Disclosures

  26  
 

Item 5.

Other Information

  26  
 

Item 6.

Exhibits

  26  

 

 
 

 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(IN THOUSANDS)

   

JUNE 30, 2013

   

DECEMBER 30, 2012

 
   

(UNAUDITED)

         

ASSETS

               

CURRENT ASSETS:

               

Cash and Cash Equivalents

  $ 61,370     $ 90,533  

Accounts Receivable, net

    131,284       137,313  

Inventories

    157,730       141,176  

Prepaid Expenses and Other Current Assets

    43,780       51,358  

Deferred Income Taxes

    9,330       10,271  

TOTAL CURRENT ASSETS

    403,494       430,651  
                 

PROPERTY AND EQUIPMENT, less accumulated depreciation

    184,447       165,725  

DEFERRED TAX ASSET

    59,653       62,856  

GOODWILL

    74,506       75,672  

OTHER ASSETS

    56,068       54,463  

TOTAL ASSETS

  $ 778,168     $ 789,367  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               
CURRENT LIABILITIES:                

Accounts Payable

  $ 55,921     $ 56,292  

Accrued Expenses

    84,591       97,424  

Current Portion of Long-Term Debt

    8,130       8,110  

TOTAL CURRENT LIABILITIES

    148,642       161,826  
                 

SENIOR NOTES

    275,000       275,000  

DEFERRED INCOME TAXES

    6,957       7,339  

OTHER

    45,399       49,500  

TOTAL LIABILITIES

    475,998       493,665  
                 

Commitments and Contingencies

               
                 

SHAREHOLDERS’ EQUITY:

               

Preferred Stock

    0       0  

Common Stock

    6,618       6,606  

Additional Paid-In Capital

    369,838       366,677  

Retained Earnings (Deficit)

    (2,093 )     (16,746 )

Accumulated Other Comprehensive Loss – Foreign Currency Translation Adjustment

    (38,269 )     (25,344 )

Accumulated Other Comprehensive Loss – Pension Liability

    (33,924 )     (35,491 )

TOTAL SHAREHOLDERS' EQUITY

    302,170       295,702  
    $ 778,168     $ 789,367  

 

See accompanying notes to consolidated condensed financial statements.

 

 
- 3 -

 

 

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

 

   

THREE MONTHS ENDED

   

SIX MONTHS ENDED

 
                                 
   

JUNE 30, 2013

   

JULY 1, 2012

   

JUNE 30, 2013

   

JULY 1, 2012

 
                                 

NET SALES

  $ 243,483     $ 229,546     $ 453,852     $ 439,562  

Cost of Sales

    157,250       150,844       296,367       290,342  
                                 

GROSS PROFIT ON SALES

    86,233       78,702       157,485       149,220  

Selling, General and Administrative Expenses

    64,430       56,219       121,688       110,120  

Restructuring and Asset Impairment Charge

    0       0       0       16,316  

OPERATING INCOME

    21,803       22,483       35,797       22,784  
                                 

Interest Expense

    5,907       6,149       12,065       12,802  

Other Expense (Income)

    (2 )     288       405       688  
                                 

INCOME BEFORE INCOME TAX EXPENSE

    15,898       16,046       23,327       9,294  

Income Tax Expense

    4,933       5,509       5,365       4,854  
                                 

Income from Continuing Operations

  $ 10,965     $ 10,537     $ 17,962     $ 4,440  

Loss from Discontinued Operations, Net of Tax

    0       279       0       116  

NET INCOME

  $ 10,965     $ 10,258     $ 17,962     $ 4,324  
                                 
                                 

Earnings Per Share – Basic

                               

Continuing Operations

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  

Discontinued Operations

    0.00       0.00       0.00       0.00  

Earnings Per Share – Basic

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  
                                 

Earnings Per Share – Diluted

                               

Continuing Operations

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  

Discontinued Operations

    0.00       0.00       0.00       0.00  

Earnings Per Share – Diluted

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  
                                 

Common Shares Outstanding – Basic

    66,180       65,952       66,148       65,701  

Common Shares Outstanding – Diluted

    66,329       66,128       66,297       65,868  

 

See accompanying notes to consolidated condensed financial statements.

 

 
- 4 -

 

  

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

(IN THOUSANDS)

 

   

THREE MONTHS ENDED

   

SIX MONTHS ENDED

 
                                 
   

JUNE 30, 2013

   

JULY 1, 2012

   

JUNE 30, 2013

   

JULY 1, 2012

 
                                 

Net Income

  $ 10,965     $ 10,258     $ 17,962     $ 4,324  

Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment

    (6,766 )     (12,736 )     (12,925 )     (4,862 )

Other Comprehensive Income (Loss), Pension Liability Adjustment

    (318 )     857       1,567       (34 )

Comprehensive Income (Loss)

  $ 3,881     $ (1,621 )   $ 6,604     $ (572 )

 

See accompanying notes to consolidated condensed financial statements.

 

 
- 5 -

 

 

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

(IN THOUSANDS)

 

   

SIX MONTHS ENDED

 
   

JUNE 30, 2013

   

JULY 1, 2012

 

OPERATING ACTIVITIES:

               

Net Income

  $ 17,962     $ 4,324  

Loss from Discontinued Operations, Net of Tax

    0       (116 )

Income from Continuing Operations

    17,962       4,440  

Adjustments to Reconcile Net Income to Cash Provided by (Used in) Operating Activities:

               

Depreciation and Amortization

    13,021       12,650  

Stock Compensation Amortization Expense

    2,669       2,164  

Deferred Income Taxes and Other

    3,317       (2,472 )

Working Capital Changes:

               

Accounts Receivable

    2,575       14,751  

Inventories

    (19,673 )     (9,606 )

Prepaid Expenses and Other Current Assets

    (14,635 )     (2,524 )

Accounts Payable and Accrued Expenses

    (14,272 )     4,026  
                 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:

    (9,036 )     23,429  
                 

INVESTING ACTIVITIES:

               

Capital Expenditures

    (33,822 )     (21,747 )

Cash Received from Insurance Company

    19,774       0  

Other

    (1,573 )     (1,137 )
                 

CASH USED IN INVESTING ACTIVITIES:

    (15,621 )     (22,884 )
                 

FINANCING ACTIVITIES:

               

Repurchase of Senior Subordinated Notes

    0       (11,477 )

Proceeds from Issuance of Common Stock

    1,256       131  

Dividends Paid

    (3,309 )     (2,627 )
                 

CASH USED IN FINANCING ACTIVITIES:

    (2,053 )     (13,973 )
                 

Net Cash Used in Operating, Investing and Financing Activities

    (26,710 )     (13,428 )

Effect of Exchange Rate Changes on Cash

    (2,453 )     (329 )
                 

CASH AND CASH EQUIVALENTS:

               

Net Change During the Period

    (29,163 )     (13,757 )

Balance at Beginning of Period

    90,533       50,635  
                 

Balance at End of Period

  $ 61,370     $ 36,878  

  

See accompanying notes to consolidated condensed financial statements.

  

 
- 6 -

 

 

INTERFACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 – CONDENSED FOOTNOTES

 

As contemplated by the Securities and Exchange Commission (the "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 Company’s year-end audited consolidated financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended December 30, 2012, as filed with the Commission.

 

The financial information included in this report has been prepared by the Company, without audit. 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. The December 30, 2012, consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

 

As described below in Note 8, the Company has sold its Bentley Prince Street business segment. The results of operations and related disposal costs, gains and losses for this business are classified as discontinued operations, where applicable.

 

Certain prior period amounts have been reclassified to conform to the current period presentation.

 

NOTE 2 – INVENTORIES

 

Inventories are summarized as follows:

 

   

June 30, 2013

   

December 30, 2012

 
   

(In thousands)

 

Finished Goods

  $ 100,139     $ 87,094  

Work in Process

    10,245       7,030  

Raw Materials

    47,346       47,052  
    $ 157,730     $ 141,176  

 

NOTE 3 – EARNINGS PER SHARE

 

The Company computes basic earnings per share (“EPS”) by dividing net income by the weighted average common shares outstanding, including participating securities outstanding, during the period as discussed below.  Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings.

 

The Company includes all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted EPS calculations when the inclusion of these shares would be dilutive. Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock. As a result, the Company includes all outstanding restricted stock awards in the calculation of basic and diluted EPS. Distributed earnings include common stock dividends and dividends earned on unvested share-based payment awards. Undistributed earnings represent earnings that were available for distribution but were not distributed. The following tables show distributed and undistributed earnings:

  

 
- 7 -

 

  

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 

Earnings Per Share from Continuing Operations:

                               
                                 

Basic Earnings Per Share Attributable to Common Stockholders:

                               

Distributed Earnings

  $ 0.03     $ 0.02     $ 0.05     $ 0.04  

Undistributed Earnings

    0.14       0.14       0.22       0.03  

Total

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  
                                 

Diluted Earnings Per Share Attributable to Common Stockholders:

                               

Distributed Earnings

  $ 0.03     $ 0.02     $ 0.05     $ 0.04  

Undistributed Earnings

    0.14       0.14       0.22       0.03  

Total

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  

Earnings (Loss) Per Share from Discontinued Operations:

                               
                                 

Basic earnings (loss) per share attributable to Interface, Inc. common shareholders

                               

Distributed earnings

  $ 0.00     $ 0.00     $ 0.00     $ 0.00  

Undistributed earnings

    0.00       0.00       0.00       0.00  
    $ 0.00     $ 0.00     $ 0.00     $ 0.00  

Diluted earnings (loss) per share attributable to Interface, Inc. common shareholders

                               

Distributed earnings

  $ 0.00     $ 0.00     $ 0.00     $ 0.00  

Undistributed earnings

    0.00       0.00       0.00       0.00  
    $ 0.00     $ 0.00     $ 0.00     $ 0.00  
                                 

Basic earnings per share attributable to Interface, Inc. common shareholders

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  

Diluted earnings per share attributable to Interface, Inc. common shareholders

  $ 0.17     $ 0.16     $ 0.27     $ 0.07  

 

The following tables present net income that was attributable to participating securities:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 
           

(In millions)

         

Net Income

  $ 0.3     $ 0.3     $ 0.5     $ 0.1  

 

The weighted average shares outstanding for basic and diluted EPS were as follows:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 
           

(In thousands)

         

Weighted Average Shares Outstanding

    64,486       63,927       64,453       63,676  

Participating Securities

    1,694       2,025       1,694       2,025  

Shares for Basic Earnings Per Share

    66,180       65,952       66,148       65,701  

Dilutive Effect of Stock Options

    149       176       149       167  

Shares for Diluted Earnings Per Share

    66,329       66,128       66,297       65,868  

 

For the three-month period ended July 1, 2012, options to purchase 274,000 shares of common stock were not included in the computation of diluted EPS as their impact would be anti-dilutive. For the six-month period ended July 1, 2012, options to purchase 274,000 shares of common stock were not included in the computation of diluted EPS as their impact would be anti-dilutive.

  

 
- 8 -

 

  

NOTE 4 – LONG-TERM DEBT

 

7.625% Senior Notes

 

As of both June 30, 2013, and July 1, 2012, the Company had outstanding $275 million in 7.625% Senior Notes due 2018 (the “7.625% Senior Notes”). The estimated fair value of the 7.625% Senior Notes as of June 30, 2013, and July 1, 2012, based on then current market prices, was $291.5 million and $292.2 million, respectively.

 

11.375% Senior Secured Notes

 

As of both June 30, 2013, and July 1, 2012, the Company had outstanding $8.1 million in 11.375% Senior Secured Notes due 2013 (the “11.375% Senior Secured Notes”). The estimated fair value of the 11.375% Senior Secured Notes as of June 30, 2013, and July 1, 2012, based on then current market prices, was $8.1 million and $8.8 million, respectively.

 

Credit Facilities

 

The Company maintains a domestic revolving credit agreement (the “Facility”) that provides a maximum aggregate amount of $100 million of loans and letters of credit available to us at any one time (subject to a borrowing base) with an option for us to increase that maximum aggregate amount to $150 million (upon the satisfaction of certain conditions, and subject to a borrowing base). The Company is presently in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future. As of June 30, 2013, there were zero borrowings and $3.6 million in letters of credit outstanding under the Facility. As of June 30, 2013, the Company could have incurred $69.0 million of additional borrowings under the Facility.

 

Interface Europe B.V. (the Company’s modular carpet subsidiary based in the Netherlands) and certain of its subsidiaries maintain a Credit Agreement with The Royal Bank of Scotland N.V. (“RBS”). Under this Credit Agreement, RBS provides a credit facility, until further notice, for borrowings and bank guarantees of €20 million. As of June 30, 2013, there were no borrowings outstanding under this facility, and the Company could have incurred €20 million (approximately $26.0 million) of additional borrowings under the facility.

 

Other non-U.S. subsidiaries of the Company have an aggregate of the equivalent of $17.7 million of lines of credit available. As of June 30, 2013, there were no borrowings outstanding under these lines of credit.

 

 

NOTE 5 – STOCK-BASED COMPENSATION

 

Stock Option Awards

 

In accordance with accounting standards, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period in which the employee is required to provide the services – the requisite service period (usually the vesting period) – in exchange for the award. The grant date fair value for options and similar instruments will be estimated using option pricing models. Under accounting standards, the Company is required to select a valuation technique or option pricing model that meets the criteria stated in the standard. The Company uses the Black-Scholes model. Accounting standards require that the Company estimate forfeitures for stock options and reduce compensation expense accordingly. The Company has reduced its stock compensation expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

 

During the first six months of 2013 and 2012, the Company recognized stock option compensation costs of $0.1 million and $0.4 million, respectively. In the second quarters of 2013 and 2012, the Company recognized stock option compensation costs of $0.1 million and $0.2 million, respectively. The remaining unrecognized compensation cost related to unvested awards at June 30, 2013, approximated $0.1 million, and the weighted average period of time over which this cost will be recognized is approximately one year.

 

 
- 9 -

 

  

The following table summarizes stock options outstanding as of June 30, 2013, as well as activity during the six months then ended:

 

   

Shares

   

Weighted Average

Exercise Price 

 

Outstanding at December 30, 2012

    393,500     $ 9.12  

Granted

    0       0  

Exercised

    94,000       9.44  

Forfeited or canceled

    8,500       2.71  

Outstanding at June 30, 2013

    291,000     $ 8.39  
                 

Exercisable at June 30, 2013

    286,000     $ 8.54  

 

At June 30, 2013, the aggregate intrinsic value of in-the-money options outstanding and options exercisable was $2.5 million and $2.5 million, respectively (the intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option).

 

Cash proceeds and intrinsic value related to total stock options exercised during the first six months of fiscal years 2013 and 2012 are provided in the table below. The Company did not recognize any significant tax benefit with regard to stock options in either period presented.

 

   

Six Months Ended

 
   

June 30, 2013

   

July 1, 2012

 
   

(In thousands)

 

Proceeds from stock options exercised

  $ 1,256     $ 131  

Intrinsic value of stock options exercised

    741       179  

 

Restricted Stock Awards

 

During the six months ended June 30, 2013, and July 1, 2012, the Company granted restricted stock awards for 598,000 and 573,500 shares, respectively, of common stock. These awards (or a portion thereof) vest with respect to each recipient over a two to five year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date. Additionally, awards (or a portion thereof) could vest earlier upon the attainment of certain performance criteria, in the event of a change in control of the Company, or upon involuntary termination without cause.

 

Compensation expense related to restricted stock grants was $2.6 million and $2.2 million for the six months ended June 30, 2013, and July 1, 2012, respectively. Accounting standards require that the Company estimate forfeitures for restricted stock and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

 

The following table summarizes restricted stock activity as of June 30, 2013, and during the six months then ended:

 

   

Shares

   

Weighted Average

Grant Date Fair Value 

 

Outstanding at December 30, 2012

    1,973,500     $ 14.79  

Granted

    598,000       16.05  

Vested

    393,000       14.67  

Forfeited or canceled

    484,500       14.06  

Outstanding at June 30, 2013

    1,694,000     $ 15.47  

 

As of June 30, 2013, the unrecognized total compensation cost related to unvested restricted stock was approximately $14.3 million. That cost is expected to be recognized by the end of 2016.

 

For the six months ended June 30, 2013, and July 1, 2012, the Company recognized tax benefits with regard to restricted stock of $1.3 million and $0.3 million, respectively.

  

 
- 10 -

 

 

NOTE 6 – EMPLOYEE BENEFIT PLANS

 

The following tables provide the components of net periodic benefit cost for the three-month and six-month periods ended June 30, 2013, and July 1, 2012, respectively:

 

   

Three Months Ended

   

Six Months Ended

 

Defined Benefit Retirement Plan (Europe)

 

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 
   

(In thousands)

   

(In thousands)

 

Service cost

  $ 209     $ 113     $ 420     $ 229  

Interest cost

    2,366       2,542       4,756       5,086  

Expected return on assets

    (2,463 )     (2,817 )     (4,950 )     (5,638 )

Amortization of prior service costs

    22       13       44       26  

Recognized net actuarial losses

  $ 241       231       484       460  

Net periodic benefit cost

    375     $ 82     $ 754     $ 163  

 

   

Three Months Ended

   

Six Months Ended

 

Salary Continuation Plan (SCP)

 

June 30, 2013

   

July 1, 2012

   

June 30, 2013

   

July 1, 2012

 
   

(In thousands)

   

(In thousands)

 

Service cost

  $ 134     $ 113     $ 267     $ 226  

Interest cost

    249       254       499       507  

Amortization of prior service cost

    12       12       24       24  

Amortization of loss

    110       67       221       134  

Net periodic benefit cost

  $ 505     $ 446     $ 1,011     $ 891  

 

 

NOTE 7 – RESTRUCTURING CHARGES

 

2012 Restructuring Charge

 


In the first quarter of 2012, the Company committed to a restructuring plan in its continuing efforts to reduce costs across its worldwide operations and more closely align its operations with reduced demand levels in certain markets. The plan primarily consisted of ceasing manufacturing and warehousing operations at its facility in Shelf, England. In connection with this restructuring plan, the Company incurred a pre-tax restructuring and asset impairment charge in the first quarter of 2012 in an amount of $16.3 million. The charge was comprised of employee severance expenses of $5.4 million, other related exit costs of $1.6 million, and a charge for impairment of assets of approximately $9.3 million. Approximately $7 million of the charge will result in cash expenditures, primarily severance expense. In the third and fourth quarters of 2012, the Company recorded additional charges of $0.8 million and $2.3 million, respectively, of cash severance expenses related to the finalization of this plan for its European operations. As a result of these 2012 restructuring charges, a reduction of approximately 145 employees occurred.

 

A summary of these restructuring activities is presented below:

 

   

Total

Restructuring Charge 

   

Costs Incurred

in 2012 

   

Costs Incurred

in 2013 

   

Balance at

June 30, 2013 

 
   

(In thousands)

 

Workforce Reduction

  $ 8,465     $ 5,205     $ 2,934     $ 326  

Fixed Asset Impairment

    9,364       9,364       0       0  

Other Related Exit Costs

    1,596       1,034       75       487  

  

 
- 11 -

 

  

2011 Restructuring Charge

 

In the fourth quarter of 2011, the Company committed to a restructuring plan intended to reduce costs across its worldwide operations and more closely align its operations with reduced demand in certain markets. As a result of this plan, the Company incurred pre-tax restructuring and asset impairment charges of $5.8 million in the fourth quarter of 2011. The majority of this charge ($5.0 million) related to the severance of approximately 90 employees in Europe, Asia and the United States. The remainder of the charge ($0.8 million) related to contract termination and fixed asset impairment costs. Approximately $5.0 million of this charge will result in cash expenditures, primarily severance expenses. Actions and expenses related to this plan were substantially completed by the end of 2011.

 

A summary of these restructuring activities is presented below:

 

   

Restructuring Charge

   

Costs Incurred

in 2011 

   

Costs Incurred

in 2012 

   

Costs Incurred

in 2013 

   

Balance at

June 30, 2013 

 
   

(In thousands)

 

Workforce Reduction

  $ 4,979     $ 867     $ 3,450     $ 98     $ 564  

Fixed Asset Impairment

    776       776       0       0       0  

 

 

NOTE 8 – DISCONTINUED OPERATIONS

 

In the third quarter of 2012, the Company sold its Bentley Prince Street business segment, which is now reported in the results of operations as “discontinued operations,” where applicable.

 

Summary operating results for discontinued operations were as follows:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30, 2013

   

July 2, 2012

   

June 30, 2013

   

July 2, 2012

 
   

(In thousands)

   

(In thousands)

 

Net sales

  $ 0     $ 25,061     $ 0     $ 47,805  

Income (Loss) on operations before taxes on income

    0       (429 )     0       (178 )

Tax expense (Benefit)

    0       (150 )     0       (62 )

Income (Loss) on operations, net of tax

    0       (279 )     0       (116 )

 

As of June 30, 2013 and December 30, 2012, there were no assets or liabilities related to the above-described discontinued operations that were held for sale.

 

 

NOTE 9 – SUPPLEMENTAL CASH FLOW INFORMATION

 

Cash payments for interest amounted to $11.4 million and $12.0 million for the six months ended June 30, 2013, and July 1, 2012, respectively. Income tax payments amounted to $3.8 million and $6.0 million for the six months ended June 30, 2013, and July 1, 2012, respectively.

  

 
- 12 -

 

  

NOTE 10 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued an accounting standard regarding the presentation of unrecognized tax benefits when a net operating loss carryforward, or similar tax credit carryforward, exists. This standard clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, if such settlement is required or expected in the event the uncertain tax benefit is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be netted with the deferred tax asset. The amendments in this standard are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is currently evaluating the impact that adoption of this standard will have on the determination or reporting of its financial results.

 

NOTE 11 – INCOME TAXES

 


In the first quarter of 2013, the Company executed advance pricing agreements for tax years 2006 through 2011 with the Canada Revenue Agency and the U.S. Internal Revenue Service in relation to the U.S. bilateral advanced pricing agreement filed in 2008. As a result of executing the advance pricing agreements, the Company was able to reduce its liability for unrecognized tax benefits in the first quarter of 2013 by $1.9 million. This benefit has been included in the “Income Tax Expense (Benefit)” line of the Company’s consolidated condensed statement of operations for the six months ended June 30, 2013.


Accounting standards require that all tax positions be analyzed using a two-step approach. The first step requires an entity to determine if a tax position is more-likely-than-not to be sustained upon examination. In the second step, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, that is more-likely-than-not to be realized upon ultimate settlement. In the first six months of 2013, due largely to the resolution of the bilateral advanced pricing agreement discussed above, the Company decreased its liability for unrecognized tax benefits by $2.2 million. As of June 30, 2013, the Company had accrued approximately $23.0 million for unrecognized tax benefits.

 

 

NOTE 12 – FIRE AT AUSTRALIAN MANUFACTURING FACILITY 

 

On July 20, 2012, a fire occurred at the Company’s manufacturing facility in Picton, Australia. The facility’s carpet production line, primarily comprised of tufting and backing machinery, sustained extensive damage and was rendered inoperable. The Picton facility served the Company’s customers throughout Australia and New Zealand. Since the fire, the Company has utilized adequate production capacity at its manufacturing facilities in Thailand, China and elsewhere to meet customer demand typically serviced from Picton. The Company has business interruption and property damage insurance. The Company is in the process of building a new manufacturing facility in Minto, Australia and expects it to become operational in late 2013.

 

Since the fire, the Company has recorded charges of approximately $24.9 million ($2.6 million in 2013) for impairment of fixed assets related to the fire, and has incurred approximately $27.5 million of excess production costs related to the fire, as it has utilized other facilities to service customers in the Australia and New Zealand markets. As of June 30, 2013, the Company has determined that the receipt of reimbursement of these expenses from its insurer is probable in accordance with its insurance policies and has therefore recorded a receivable for these items. As of June 30, 2013, the Company had received $40.5 million of reimbursement from the insurance company related to the fire at the Picton facility. The table below details the nature of expenses as well as insurance receivables and amounts already received related to the fire:


 

 
- 13 -

 

 

   

(In millions)

 

Impairment of fixed assets at the Picton facility

  $ 24.9  

Incremental payroll costs

    7.3  

Incremental shipping costs

    17.2  

Other incremental costs

    3.0  

Total incurred costs through June 30, 2013

  $ 52.4  
         

Insurance recovery receivable

  $ 11.9  

Insurance recoveries already received

  $ 40.5  

 

The receivable related to this claim is included in prepaid expenses and other current assets in our consolidated condensed balance sheet.

 

The Company also has made an additional claim for loss of profits related to the fire. The amount of this claim is approximately $5.2 million and relates to loss of profits from the date of the fire through the end of 2012. The Company continues to gather information related to additional insurance claims for loss of profits as a result of the fire. As of June 30, 2013, the Company had not recorded any receivables or amounts for loss of profits, but expects to do so at a later date as information and analysis become more complete and recovery becomes probable.

 

On July 25, 2013, subsequent to the end of the second quarter, the Company received an additional $13.8 million from our insurance provider related to this claim.

 

NOTE 13 – ITEMS RECLASSIFIED FROM OTHER COMPREHENSIVE INCOME

 

During the first six months of 2013, the Company did not reclassify any significant amounts out of accumulated other comprehensive income. The reclassifications that occurred in that period were primarily comprised of $0.7 million related to the Company’s defined retirement benefit plan and salary continuation plan. These reclassifications were included in the selling, general and administrative expenses line item of the Company’s consolidated condensed statement of operations.

 

 

NOTE 14 – SUPPLEMENTAL CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

 

The Guarantor Subsidiaries, which consist of the Company’s principal domestic subsidiaries and are 100% owned by the Company, are guarantors of the Company’s 11.375% Senior Secured Notes due 2013 and its 7.625% Senior Notes due 2018. These guarantees are full and unconditional. The Supplemental Guarantor Financial Statements are presented herein pursuant to requirements of the Commission.

  

 
- 14 -

 

 

INTERFACE, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2013

 

 

   

GUARANTOR SUBSIDIARIES

   

NON-GUARANTOR SUBSIDIARIES

   

INTERFACE, INC.

(PARENT CORPORATION) 

   

CONSOLIDATION AND ELIMINATION ENTRIES

   

CONSOLIDATED TOTALS

 
   

(In thousands)

 

Net sales

  $ 165,446     $ 116,756     $ 0     $ (38,719 )   $ 243,483  

Cost of sales

    118,083       77,886       0       (38,719 )     157,250  

Gross profit on sales

    47,363       38,870       0       0       86,233  

Selling, general and administrative expenses

    27,752       29,142       7,536       0       64,430  

Operating income (loss)

    19,611       9,728       (7,536 )     0       21,803  

Interest/Other expense

    7,883       1,985       (3,963 )     0       5,905  

Income before taxes on income and equity in income of subsidiaries

    11,728       7,743       (3,573 )     0       15,898  

Income tax expense

    3,639       2,403       (1,109 )     0       4,933  

Equity in income (loss) of subsidiaries

    0       0       13,429       (13,429 )     0  

Net income (loss)

  $ 8,089     $ 5,340     $ 10,965     $ (13,429 )   $ 10,965  

  

 
- 15 -

 

  

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

 

   

GUARANTOR

SUBSIDIARIES

   

NON-

GUARANTOR

SUBSIDIARIES

   

INTERFACE, INC.

(PARENT

CORPORATION)

   

CONSOLIDATION

AND

ELIMINATION

ENTRIES

   

CONSOLIDATED

TOTALS

 
   

(In thousands)

 

Net sales

  $ 296,154     $ 228,629     $ 0     $ (70,931 )   $ 453,852  

Cost of sales

    213,792       153,506       0       (70,931 )     296,367  

Gross profit on sales

    82,362       75,123       0       0       157,485  

Selling, general and administrative expenses

    50,449       55,234       16,005       0       121,688  

Operating income (loss)

    31,913       19,889       (16,005 )     0       35,797  

Interest/Other expense

    13,854       4,930       (6,314 )     0       12,470  

Income (loss) before taxes on income and equity in income of subsidiaries

    18,059       14,959       (9,691 )     0       23,327  

Income tax expense

    4,007       2,822       (1,464 )     0       5,365  

Equity in income (loss) of subsidiaries

    0       0       26,189       (26,189 )     0  

Net income (loss)

  $ 14,052     $ 12,137     $ 17,962     $ (26,189 )   $ 17,962  

  

 
- 16 -

 

  

CONSOLIDATED STATEMENT OF COMPREHENSIVE

INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2013

 

   

GUARANTOR

SUBSIDIARIES 

   

NON- GUARANTOR

SUBSIDIARIES 

   

INTERFACE, INC.

(PARENT

CORPORATION) 

   

CONSOLIDATION

AND ELIMINATION

ENTRIES 

   

CONSOLIDATED

TOTAL 

 
   

(In thousands)

 

Net Income (loss)

  $ 8,089     $ 5,340     $ 10,965     $ (13,429 )   $ 10,965  

Currency Translation Adjustment

    (208 )     (6,610 )     52       0       (6,766 )

Pension Liability Adjustment

    0       (391 )     73       0       (318 )

Comprehensive Income (Loss)

  $ 7,881     $ (1,661 )   $ 11,090     $ (13,429 )   $ 3,881  

  

 
- 17 -

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE

INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2013

 

   

GUARANTOR

SUBSIDIARIES 

   

NON- GUARANTOR

SUBSIDIARIES 

   

INTERFACE, INC.

(PARENT

CORPORATION) 

   

CONSOLIDATION

AND ELIMINATION

ENTRIES 

   

CONSOLIDATED

TOTAL 

 
   

(In thousands)

 

Net Income (loss)

  $ 14,052     $ 12,137     $ 17,962     $ (26,189 )   $ 17,962  

Currency Translation Adjustment

    (215 )     (12,924 )     214       0       (12,925 )

Pension Liability Adjustment

    0       1,421       146       0       1,567  

Comprehensive Income (Loss)

  $ 13,837     $ 634     $ 18,322     $ (26,189 )   $ 6,604  

 

 
- 18 -

 

 

CONDENSED CONSOLIDATING BALANCE SHEET

 

JUNE 30, 2013

 

   

GUARANTOR SUBSIDIARIES

   

NON-GUARANTOR SUBSIDIARIES

   

INTERFACE, INC.

(PARENT CORPORATION) 

   

CONSOLIDATION AND ELIMINATION ENTRIES

   

CONSOLIDATED TOTALS

 
   

(In thousands)

 

ASSETS

                                       

Current assets:

                                       

Cash and cash equivalents

  $ 1,905     $ 30,966     $ 28,499     $ 0     $ 61,370  

Accounts receivable

    57,719       72,891       674       0       131,284  

Inventories

    72,391       85,339       0       0       157,730  

Prepaids and deferred income taxes

    5,679       32,824       14,607       0       53,110  

Total current assets

    137,694       222,020       43,780       0       403,494  

Property and equipment less accumulated depreciation

    82,218       99,161       3,068       0       184,447  

Investment in subsidiaries

    566,538       182,666       (107,973 )     (641,231 )     0  

Goodwill

    6,542       67,964       0       0       74,506  

Other assets

    1,916       9,115       104,690       0       115,721  
    $ 794,908     $ 580,926     $ 43,565     $ (641,231 )   $ 778,168  
                                         

LIABILITIES AND SHAREHOLDERS’ EQUITY

                                       

Current liabilities

  $ 50,697     $ 71,578     $ 26,367     $ 0     $ 148,642  

Senior notes

    0       0       275,000       0       275,000  

Deferred income taxes

    0       10,406       (3,449 )     0       6,957  

Other

    13       419       44,967       0       45,399  

Total liabilities

    50,710       82,403       342,885       0       475,998  
                                         

Common stock

    94,145       102,199       6,618       (196,344 )     6,618  

Additional paid-in capital

    249,302       12,525       369,838       (261,827 )     369,838  

Retained earnings (deficit)

    402,909       443,478       (665,420 )     (183,060 )     (2,093 )

Foreign currency translation adjustment

    (2,158 )     (29,615 )     (6,496 )     0       (38,269 )

Pension liability

    0       (30,064 )     (3,860 )     0       (33,924 )
    $ 794,908     $ 580,926     $ 43,565     $ (641,231 )   $ 778,168  

  

 
- 19 -

 

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS

ENDED JUNE 30, 2013

 

   

GUARANTOR SUBSIDIARIES

   

NON-GUARANTOR SUBSIDIARIES

   

INTERFACE, INC.

(PARENT CORPORATION) 

   

CONSOLIDATION AND ELIMINATION ENTRIES

   

CONSOLIDATED TOTALS

 
   

(In thousands)

 

Net cash provided by (used in) operating activities

  $ 3,911     $ (14,112 )   $ 1,910     $ (745 )   $ (9,036 )

Cash flows from investing activities:

                                       

Purchase of plant and equipment

    (13,188 )     (20,569 )     (65 )     0       (33,822 )

Other

    (435 )     (456 )     (682 )     0       (1,573 )

Cash received from insurance company

    0       19,774       0       0       19,774  

Net cash used for investing activities

    (13,623 )     (1,251 )     (747 )     0       (15,621 )

Cash flows from financing activities:

                                       

Other

    7,685       12,457       (20,887 )     745       0  

Proceeds from issuance of common stock

    0       0       1,256       0       1,256  

Dividends paid

    0       0       (3,309 )     0       (3,309 )

Net cash provided by (used for) financing activities

    7,685       12,457       (22,940 )     745       (2,053 )

Effect of exchange rate change on cash

    0       (2,453 )     0       0       (2,453 )

Net increase (decrease) in cash

    (2,027 )     (5,359 )     (21,777 )     0       (29,163 )

Cash at beginning of period

    3,932  </