Table Of Contents

UNITED STATES

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 October 4, 2015July 3, 2016

 

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)

 

(I.R.S. Employer 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 November 6, 2015:August 4, 2016:

 

Class

Number of Shares

Common Stock, $.10 par value per share

65,850,55864,807,371

 

 
 

Table Of Contents
 

  

INTERFACE, INC.

 

INDEX

 

 

PAGE

PART I.

FINANCIAL INFORMATION

 
 

Item 1.

Financial Statements

3

  

Consolidated Condensed Balance Sheets – October 4, 2015 and December 28, 2014July 3, 2016 andJanuary 3, 2016

3

  

Consolidated Condensed Statements of Operations – Three Months and NineSix Months Ended October 4,July 3, 2016 and July 5, 2015 and September 28, 2014

4

  

Consolidated Statements of Comprehensive Income – Three Months and NineSix Months Ended October 4,July 3, 2016 and July 5, 2015 and September 28, 2014

5

  

Consolidated Condensed Statements of Cash Flows – NineSix Months Ended October 4,July 3, 2016 and July 5, 2015 and September 28, 2014

6

  

Notes to Consolidated Condensed Financial Statements

7

 

Item 2.

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

1314

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

17

 

Item 4.

Controls and Procedures

17

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

18

   

PART II.

OTHER INFORMATION

 
 

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

1819

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1819

 

Item 3.

Defaults Upon Senior Securities

1819

 

Item 4.

Mine Safety Disclosures

1819

 

Item 5.

Other Information

1819

 

Item 6.

Exhibits

1820

 

 
 

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PART I - FINANCIAL INFORMATION

ITEM1. FINANCIAL STATEMENTS

 

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATEDCONDENSED BALANCE SHEETS

(IN THOUSANDS)

 

Oct. 4, 2015

  

Dec. 28, 2014

  

JULY 3, 2016

  

JANUARY 3, 2016

 
 

(UNAUDITED)

      

(UNAUDITED)

     

ASSETS

                

CURRENT ASSETS:

                

Cash and Cash Equivalents

 $73,732  $54,896  $88,364  $75,696 

Accounts Receivable, net

  132,748   157,093   128,479   130,322 

Inventories

  163,440   142,167   168,738   161,174 

Prepaid Expenses and Other Current Assets

  16,323   20,780   22,402   22,490 

Deferred Income Taxes

  8,141   9,732   8,509   8,726 

TOTAL CURRENT ASSETS

  394,384   384,668   416,492   398,408 
                

PROPERTY AND EQUIPMENT, less accumulated depreciation

  214,988   227,347   210,818   211,489 

DEFERRED TAX ASSET

  19,833   33,138   11,073   20,110 

GOODWILL

  65,148   70,509   64,872   63,890 

OTHER ASSETS

  55,542   59,252   61,864   62,652 

TOTAL ASSETS

 $749,895  $774,914  $765,119  $756,549 
                

LIABILITIES AND SHAREHOLDERS’ EQUITY

                

CURRENT LIABILITIES:

                

Accounts Payable

 $49,003  $49,464  $45,174  $52,834 

Current Portion of Long-Term Debt

  13,750   11,250 

Accrued Expenses

  85,059   94,323   79,501   88,933 

Current Portion of Long-Term Debt

  10,000   0 

TOTAL CURRENT LIABILITIES

  144,062   143,787   138,425   153,017 
                

LONG TERM DEBT

  222,545   263,338 

LONG-TERM DEBT

  210,577   202,281 

DEFERRED INCOME TAXES

  10,225   11,002   9,030   10,505 

OTHER

  46,058   50,148   45,947   48,380 

TOTAL LIABILITIES

  422,890   468,275   403,979   414,183 
                

Commitments and Contingencies

                
                

SHAREHOLDERS’ EQUITY:

                

Preferred Stock

  0   0   0   0 

Common Stock

  6,586   6,597   6,481   6,570 

Additional Paid-In Capital

  370,607   368,603   358,320   370,327 

Retained Earnings

  85,316   39,737   127,274   100,270 

Accumulated Other Comprehensive Loss – Foreign Currency Translation Adjustment

  (87,583)  (58,936)  (90,443)  (91,511)

Accumulated Other Comprehensive Loss – Pension Liability

  (47,921)  (49,362)  (40,492)  (43,290)

TOTAL SHAREHOLDERS’ EQUITY

  327,005   306,639   361,140   342,366 
 $749,895  $774,914  $765,119  $756,549 

 

See accompanying notes to consolidated condensed financial statements.

 

 
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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATEDCONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

 

 

THREE MONTHS ENDED

  

NINE MONTHS ENDED

  

THREE MONTHS ENDED

  

SIX MONTHS ENDED

 
                                
 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

JULY 3, 2016

  

JULY 5, 2015

  

JULY 3, 2016

  

JULY 5, 2015

 
                                

NET SALES

 $254,686  $252,191  $755,227  $731,807  $248,207  $263,637  $470,761  $500,541 

Cost of Sales

  156,720   168,596   470,577   483,141   149,081   162,385   285,003   313,857 
                                

GROSS PROFIT ON SALES

  97,966   83,595   284,650   248,666   99,126   101,252   185,758   186,684 

Selling, General and Administrative Expenses

  66,664   63,958   198,729   192,659   67,328   68,033   132,933   132,065 

Restructuring and Asset Impairment Charge

  0   12,386   0   12,386 

OPERATING INCOME

  31,302   7,251   85,921   43,621   31,798   33,219   52,825   54,619 
                                

Interest Expense

  1,348   5,614   5,026   16,532   1,590   1,790   3,109   3,678 

Other Expense

  657   931   1,483   777 

Other Expense (Income)

  (116)  (446)  333   826 
                                

INCOME BEFORE INCOME TAX EXPENSE

  29,297   706   79,412   26,312   30,324   31,875   49,383   50,115 

Income Tax Expense

  9,170   1,082   25,241   9,592   9,667   10,153   15,832   16,071 
                                

NET INCOME (LOSS)

 $20,127  $(376) $54,171  $16,720 

NET INCOME

 $20,657  $21,722  $33,551  $34,044 
                                

Earnings (Loss) Per Share – Basic

 $0.31  $(0.01) $0.82  $0.25 

Earnings Per Share – Basic

 $0.32  $0.33  $0.51  $0.51 
                                

Earnings (Loss) Per Share – Diluted

 $0.31  $(0.01) $0.82  $0.25 

Earnings Per Share – Diluted

 $0.32  $0.33  $0.51  $0.51 
                                

Common Shares Outstanding – Basic

  65,854   66,465   66,091   66,470   65,367   65,995   65,526   66,208 

Common Shares Outstanding – Diluted

  65,907   66,465   66,139   66,554   65,405   66,044   65,564   66,253 

 

See accompanying notes to consolidated condensed financial statements.

 

 
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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

(IN THOUSANDS)

 

 

THREE MONTHS ENDED

  

NINE MONTHS ENDED

  

THREE MONTHS ENDED

  

SIX MONTHS ENDED

 
                                
 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

JULY 3, 2016

  

JULY 5, 2015

  

JULY 3, 2016

  

JULY 5, 2015

 
                                

Net Income (Loss)

 $20,127  $(376) $54,171  $16,720 

Net Income

 $20,657  $21,722  $33,551  $34,044 

Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment

  (8,408)  (15,991)  (28,647)  (11,809)  (8,311)  5,060   1,068   (20,239)

Other Comprehensive Income (Loss), Pension Liability Adjustment

  796   2,049   1,441   836   2,190   (2,557)  2,798   645 

Comprehensive Income (Loss)

 $12,515  $(14,318) $26,965  $5,747 

Comprehensive Income

 $14,536  $24,225  $37,417  $14,450 

  

See accompanying notes to consolidated condensed financial statements.

 

 
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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATEDCONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

(IN THOUSANDS)

 

 

SIX MONTHS ENDED

 
 

NINE MONTHS ENDED

         
 

Oct. 4, 2015

  

Sept. 28, 2014

  

JULY 3, 2016

  

JULY 5, 2015

 

OPERATING ACTIVITIES:

                

Net Income

 $54,171  $16,720  $33,551  $34,044 

Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:

                

Depreciation and Amortization

  23,188   20,124   14,960   15,539 

Stock Compensation Amortization Expense

  10,928   2,989   2,349   9,100 

Deferred Income Taxes and Other

  15,403   1,739   4,490   9,287 

Working Capital Changes:

                

Accounts Receivable

  17,852   (7,373)  1,668   15,209 

Inventories

  (28,670)  (15,518)  (6,169)  (27,150)

Prepaid Expenses and Other Current Assets

  (377)  1,799   (574)  (2,328)

Accounts Payable and Accrued Expenses

  196   14,417   (20,360)  (2,841)
                

CASH PROVIDED BY OPERATING ACTIVITIES:

  92,691   34,897   29,915   50,860 
                

INVESTING ACTIVITIES:

                

Capital Expenditures

  (23,734)  (32,123)  (12,752)  (12,126)

Other

  (80)  (1,950)  1,585   (462)
                

CASH USED IN INVESTING ACTIVITIES:

  (23,814)  (34,073)  (11,167)  (12,588)
                

FINANCING ACTIVITIES:

                

Repayments of Long-Term Debt

  (10,000)  (3,000)

Borrowing of Long-Term Debt

  0   5,952   20,167   0 

Repayment of Long-Term Debt

  (28,000)  (4,075)

Proceeds from Issuance of Common Stock

  0   359 

Repurchase of Common Stock

  (10,469)  0   (10,443)  (10,469)

Proceeds from Issuance of Common Stock

  359   159 

Dividends Paid

  (8,592)  (6,647)  (6,547)  (5,300)

Debt Issuance Costs

  0   (106)
                

CASH USED IN FINANCING ACTIVITIES:

  (46,702)  (4,717)  (6,823)  (18,410)
                

Net Cash Provided By (Used In) Operating, Investing and

        

Net Cash Provided by (Used in) Operating, Investing and

        

Financing Activities

  22,175   (3,893)  11,925   19,862 

Effect of Exchange Rate Changes on Cash

  (3,339)  (527)  743   (2,937)
                

CASH AND CASH EQUIVALENTS:

                

Net Change During the Period

  18,836   (4,420)  12,668   16,925 

Balance at Beginning of Period

  54,896   72,883   75,696   54,896 
                

Balance at End of Period

 $73,732  $68,463  $88,364  $71,821 

 

See accompanying notes to consolidated condensed financial statements.

 

 
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INTERFACE, INC. AND SUBSIDIARIES

NOTESTO 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 28, 2014,January 3, 2016, 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 28, 2014January 3, 2016, 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. The first nine monthsquarter of 2015 were2016 was comprised of 4013 weeks, while the first nine monthsquarter of 2014 were2015 was comprised of 3914 weeks. Each of the thirdsecond quarters of 2016 and 2015 and 2014 werewas comprised of 13 weeks.

 

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

 

NOTE 2 – INVENTORIES

 

Inventories are summarized as follows:

 

 

Oct. 4, 2015

  

December 28, 2014

  

July 3, 2016

  

January 3, 2016

 
 

(In thousands)

  

(In thousands)

 

Finished Goods

 $105,328  $89,688  $112,304  $101,697 

Work in Process

  11,102   9,898   9,710   9,865 

Raw Materials

  47,010   42,581   46,724   49,612 
 $163,440  $142,167  $168,738  $161,174 

 

NOTE 3 – EARNINGS (LOSS) 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.

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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:

  

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Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 

Earnings (Loss) Per Share

                

Earnings Per Share:

                
                                

Basic Earnings (Loss) Per Share

                

Basic Earnings Per Share:

                

Distributed Earnings

 $0.05  $0.03  $0.13  $0.10  $0.05  $0.04  $0.10  $0.08 

Undistributed Earnings

  0.26   (0.04)  0.69   0.15   0.27   0.29   0.41   0.43 

Total

 $0.31  $(0.01) $0.82  $0.25  $0.32  $0.33  $0.51  $0.51 
                                

Diluted Earnings (Loss) Per Share

                

Diluted Earnings Per Share:

                

Distributed Earnings

 $0.05  $0.03  $0.13  $0.10  $0.05  $0.04  $0.10  $0.08 

Undistributed Earnings

  0.26   (0.04)  0.69   0.15   0.27   0.29   0.41   0.43 

Total

 $0.31  $(0.01) $0.82  $0.25  $0.32  $0.33  $0.51  $0.51 
                                

Basic Earnings (Loss) Per Share

 $0.31  $(0.01) $0.82  $0.25 

Diluted Earnings (Loss) Per Share

 $0.31  $(0.01) $0.82  $0.25 

Basic earningsper share

 $0.32  $0.33  $0.51  $0.51 

Diluted earnings per share

 $0.32  $0.33  $0.51  $0.51 

 

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

 

  

Three Months Ended

  

Nine Months Ended

 
  

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

 
      

(In millions)

     

Net Income (Loss)

 $0.5  $0.0  $1.2  $0.4 
  

Three Months Ended

  

Six Months Ended

 
  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 
      

(In millions)

     

Net Income

 $0.2  $0.5  $0.3  $0.8 

 

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

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 
     

(In thousands)

          

(In thousands)

     

Weighted Average Shares Outstanding

  64,359   65,045   64,596   65,050   64,779   64,497   64,938   64,710 

Participating Securities

  1,495   1,420   1,495   1,420   588   1,498   588   1,498 

Shares for Basic Earnings (Loss) Per Share

  65,854   66,465   66,091   66,470 

Shares for Basic Earnings Per Share

  65,367   65,995   65,526   66,208 

Dilutive Effect of Stock Options

  53   0   48   84   38   49   38   45 

Shares for Diluted Earnings (Loss) Per Share

  65,907   66,465   66,139   66,554 

Shares for Diluted Earnings Per Share

  65,405   66,044   65,564   66,253 

 

For all periods presented, there were no options or participating securities excluded from the three-month period ended September 28, 2014, no stock options have been included in the calculationcomputation of diluted EPS as the Company was in a net loss position and inclusion of these stock options would have been anti-dilutive. For all other periods presented, all outstanding stock options have been included in the calculation of diluted EPSEPS.

 

NOTE 4 – LONG-TERM DEBT

7.625% Senior Notes

As of September 28, 2014, the Company had outstanding $247.5 million in 7.625% Senior Notes due 2018 (the “7.625% Senior Notes”). These Notes were redeemed in their entirety in the fourth quarter of 2014. The estimated fair value of the 7.625% Senior Notes as of September 28, 2014, based on then current market prices, was $257.4 million.

 

Syndicated Credit Facility

 

The Company has a syndicated credit facility (the “Facility”) pursuant to which the lenders provide to the Company and certain of its subsidiaries a multicurrency revolving credit facility and provide to the Company a term loan. The facility matures in October of 2019. Interest on base rate loans is charged at varying rates computed by applying a margin which dependsdepending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter, over the applicable base interest rate.quarter. Interest on LIBOR-based loans and fees for letters of credit are charged at varying rates computed by applying a margin which also dependsover the applicable LIBOR rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter, over the applicable LIBOR rate.quarter. In addition, the Company pays a commitment fee per annum (depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.

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As of October 4, 2015,July 3, 2016, the Company had $200outstanding $192.5 million of term loan borrowing and $32.5$31.8 million of revolving loan borrowings outstanding under the Facility, and had $3.1$4.0 million in letters of credit outstanding under the Facility. As of October 4, 2015,July 3, 2016, the weighted average interest rate on borrowings outstanding under the Facility was 2.0%2.4%.

 

TheBeginning in the fourth quarter of 2015, the Company isbecame required to make quarterly amortization payments of the term loan borrowing. The amortization payments are due on the last day of the calendar quarter, commencing with an initial amortizationquarter. The payment amount for each of the first three quarters of 2016 is $2.5 million on December 31, 2015.per quarter. The quarterly amortization payment amount increases to $3.75 million on December 31, 2016.

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The Company is currently in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.

 

Other Lines of Credit

 

Subsidiaries of the Company have an aggregate of the equivalent of $14.5$14.7 million of other lines of credit available at interest rates ranging from 2%2.5% to 6%6.5%. As of October 4, 2015,July 3, 2016, 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.

 

All outstanding stock options vested prior to the end of 2013, and therefore there have beenwas no stock option compensation expenses during 2014expense in the first six months of 2015 or 2015.2016.

 

As of July 3, 2016, there were 87,500 stock options outstanding and exercisable, at an average exercise price of $8.75 per share. There were no stock options granted in 20142016 or 2015. The following table summarizesThere were no exercises or forfeitures of stock options outstanding asin the first six months of October 4, 2015, as well as activity during the nine months then ended:

  

Shares

  

Weighted Average

Exercise Price

 

Outstanding at December 28, 2014

  126,000  $9.23 

Granted

  0   0 

Exercised

  38,500   9.27 

Forfeited or canceled

  0   0 

Outstanding at October 4, 2015

  87,500  $8.75 
         

Exercisable at October 4, 2015

  87,500  $8.75 

At October 4, 2015, the2016. The aggregate intrinsic value of both in-the-money optionsthe outstanding and options exercisable was $1.2 million (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 nine monthswas $0.6 million as of fiscal years 2015 and 2014 are provided in the table below. The Company did not recognize any significant tax benefit with regard to stock options in either period presented.July 3, 2016.

  

Nine Months Ended

 
  

Oct. 4, 2015

  

Sept. 28, 2014

 
  

(In millions)

 

Proceeds from stock options exercised

 $0.4  $0.2 

Intrinsic value of stock options exercised

  0.4   0.3 

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Restricted Stock Awards

During the ninesix months ended October 4,July 3, 2016 and July 5, 2015, and September 28, 2014, the Company granted restricted stock awards for 266,500 and 597,000 and 490,000 shares respectively, of common stock. Restricted stock, awardsrespectively. Awards of restricted stock (or a portion thereof) vest with respect to each recipient over a two to five yearthree-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, certain 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 awardsgrants was $10.9$1.7 million and $3.0$9.1 million for the ninesix months ended October 4,July 3, 2016 and July 5, 2015, and September 28, 2014, 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 awards outstanding as of October 4, 2015, andJuly 3, 2016, as well as activity during the ninesix months then ended:

 

 

Shares

  

Weighted Average

Grant Date Fair Value

  

Restricted

Shares

  

Weighted Average

Grant Date

Fair Value

 

Outstanding at December 28, 2014

  1,391,000  $17.12 

Outstanding at January 3, 2016

  1,470,000  $17.92 

Granted

  597,000   16.43   266,500   17.21 

Vested

  290,500   13.99   975,000   18.53 

Forfeited or canceled

  202,000   13.66   174,000   16.71 

Outstanding at October 4, 2015

  1,495,500  $17.92 

Outstanding at July 3, 2016

  587,500  $16.95 

 

As of October 4, 2015,July 3, 2016, the unrecognized total compensation cost related to unvested restricted stock was approximately $12.1$6.4 million. That cost is expected to be recognized by the end of 2019.

  

ForPerformance Share Awards

In 2016, the nineCompany issued awards of performance shares to certain employees. These awards vest based on the achievement of certain performance-based goals over a performance period of one to three years, subject to the employee’s continued employment through the last date of the performance period, and will be settled in shares of our common stock or in cash at the Company’s election. The number of shares that may be issued in settlement of the performance shares to the award recipients may be greater (up to 200%) or lesser than the nominal award amount depending on actual performance achieved as compared to the performance targets set forth in the awards.

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The following table summarizes the performance shares outstanding as of July 3, 2016, as well as the activity during the six months then ended:

Performance

Shares

Outstanding at January 3, 2016

0

Granted

435,500

Vested

0

Forfeited or canceled

0

Outstanding at July 3, 2016

435,500

The weighted average grant date fair value of the performance shares awarded in the first six month of 2016 was $17.23 per share. Compensation expense related to the performance shares for the six months ended October 4, 2015, and September 28, 2014, the Company recognized tax benefits with regardJuly 3, 2016 was $0.6 million. Unrecognized compensation expense related to restricted stockthese performance shares was approximately $6.9 million as of $4.0 million and $0.6 million, respectively.July 3, 2016. No performance shares were granted or outstanding during 2015.

 

NOTE 6 – EMPLOYEE BENEFIT PLANS

 

The following tables provide the components of net periodic benefit cost for the three-month and nine-monthsix-month periods ended October 4,July 3, 2016 and July 5, 2015, and September 28, 2014, respectively:

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 

Defined Benefit Retirement Plan (Europe)

 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 
 

(In thousands)

  

(In thousands)

  

(In thousands)

  

(In thousands)

 

Service cost

 $265  $176  $799  $539  $263  $265  $521  $534 

Interest cost

  2,124   2,664   6,328   8,028   1,728   2,111   3,448   4,204 

Expected return on assets

  (2,279)  (2,988)  (6,791)  (9,008)  (2,007)  (2,265)  (4,004)  (4,512)

Amortization of prior service costs

  8   10   25   38   (9)  9   18   17 

Recognized net actuarial losses

  244   164   725   492   184   242   368   481 

Net periodic benefit cost

 $362  $26  $1,086  $89  $159  $362  $351  $724 

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 

Salary Continuation Plan (SCP)

 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 
 

(In thousands)

  

(In thousands)

  

(In thousands)

  

(In thousands)

 

Service cost

 $148  $125  $445  $375  $110  $148  $220  $297 

Interest cost

  278   268   834   803   317   278   634   556 

Amortization of prior service cost

  0   6   0   18 

Amortization of loss

  131   67   392   201   203   131   405   261 

Net periodic benefit cost

 $557  $466  $1,671  $1,397  $630  $557  $1,259  $1,114 

 

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NOTE 7 – SEGMENT INFORMATION

 

Based on applicable accounting standards, the Company has determined that it has three operating segments – namely, the Americas, Europe and Asia-Pacific geographic regions. Pursuant to accounting standards, the Company has aggregated the three operating segments into one reporting segment because they have similar economic characteristics, and the operating segments are similar in all of the following areas: (a) the nature of the products and services; (b) the nature of the production processes; (c) the type or class of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment.

 

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NOTE 8 – 2014 RESTRUCTURING CHARGEWhile the Company operates as one reporting segment for the reasons discussed, included below is selected information on our operating segments.

 

In the third quarter of 2014, the Company committed to a restructuring plan in its continuing efforts to reduce costs across its worldwide operations. In connection with this restructuring plan, the Company incurred a pre-tax restructuring and asset impairment charge in the third quarter of 2014 in an amount of $12.4 million. The charge was comprised of severance expenses of $9.7 million for a reduction of 100 employees, other related exit costs of $0.1 million, and a charge for impairment of assets of $2.6 million. Approximately $10 million of the charge will result in cash expenditures, primarily severance expense.

  

AMERICAS

  

EUROPE

  

ASIA-

PACIFIC

  

TOTAL

 
  

(in thousands)

 

Three Months Ended July 3, 2016:

                
                 

Net Sales

 $148,761  $61,264  $38,182  $248,207 

Depreciation and amortization

  3,611   1,297   2,169   7,077 

Total assets

  244,313   256,381   187,705   688,399 
                 

Three Months Ended July 5, 2015:

                
                 

Net Sales

 $158,243  $66,273  $39,121  $263,637 

Depreciation and amortization

  3,879   1,231   2,297   7,407 
                 

Six Months Ended July 3, 2016:

                
                 

Net Sales

 $279,177  $119,222  $72,362  $470,761 

Depreciation and amortization

  7,268   2,571   4,385   14,224 
                 

Six Months Ended July 5, 2015:

                
                 

Net Sales

 $297,590  $130,780  $72,171  $500,541 

Depreciation and amortization

  7,820   2,436   4,662   14,918 

 

A summaryreconciliation of these restructuring activities is presented below:the Company’s total operating segment depreciation and amortization, and assets to the corresponding consolidated amounts follows:

 

  

Total

Restructuring

Charge

  

Costs Incurred

in 2014

  

Costs Incurred

in 2015

  

Balance at

Oct. 4, 2015

 
  

(In thousands)

 

Workforce Reduction

 $9,669  $2,732  $6,307  $630 

Fixed Asset Impairment

  2,584   2,584   0   0 

Other Related Exit Costs

  133   133   0   0 
  

Three Months Ended

 

DEPRECIATION AND AMORTIZATION

 

July 3, 2016

  

July 5, 2015

 
  

(In thousands)

 

Total segment depreciation and amortization

 $7,077  $7,407 

Corporate depreciation and amortization

  366   343 
         

Reported depreciation and amortization

 $7,443  $7,750 
         

 

  

Six Months Ended

 

DEPRECIATION AND AMORTIZATION

 

July 3, 2016

  

July 5, 2015

 
  

(In thousands)

 
    

Total segment depreciation and amortization

 $14,224  $14,918 

Corporate depreciation and amortization

  736   621 
         

Reported depreciation and amortization

 $14,960  $15,539 

ASSETS

 

July 3, 2016

 
  

(In thousands)

 

Total segment assets

 $688,399 

Corporate assets and eliminations

  76,720 
     

Reported total assets

 $765,119 

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NOTE 98 – SUPPLEMENTAL CASH FLOW INFORMATION

 

Cash payments for interest amounted to $4.8$2.5 million and $10.6$3.3 million for the ninesix months ended October 4,July 3, 2016 and July 5, 2015, and September 28, 2014, respectively. Income tax payments amounted to $5.9$7.3 million and $5.8$3.5 million for the ninesix months ended October 4,July 3, 2016 and July 5, 2015, and September 28, 2014, respectively.

 

NOTE 109 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard regarding recognition of revenue from contracts with customers. In summary, the core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance for this standard was initially effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August of 2015, the FASB delayed the effective date of the standard for one full year. While we arethe Company is currently reviewing this new standard, we doit does not believe that the adoption of this standard will have a material impact on ourits financial condition or results of operations.

 

In January 2015, the FASB issued an accounting standard which eliminates the concept of extraordinary items from generally accepted accounting principles. The standard does not affect disclosure guidance for events or transactions that are unusual in nature or infrequent in their occurrence. The standard is effective for interim and annual periods in fiscal years beginning after December 15, 2015. The standard allows prospective or retrospective application. Early adoption is permitted if applied from the beginning of the fiscal year of adoption. We do not believe the adoption of this standard willdid not have any significant effectimpact on our ongoing financial reporting. condition or results of operations.

    

In February 2015, the FASB issued an accounting standard which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (“VIE”), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The new accounting standard is effective for annual and interim periods in fiscal years beginning after December 15, 2015. We are currently evaluating the impact, if any, this standard will have on our ongoing financial reporting, but we do not believe theThe adoption of this standard willdid not have any significant effectimpact on our ongoing financial reporting.condition or results of operations.

 

In April 2015, the FASB issued an accounting standard to simplify the presentation of debt issuance costs. This accounting standard requires debt issuance costs to be presented on the balance sheet as a direct reduction from the carrying amount of the related debt liability. In August 2015, the FASB issued an accounting standard update that allows the presentation of debt issuance costs related to line-of-credit arrangements as an asset on the balance sheet under the simplified guidance, regardless of whether there are any outstanding borrowings on the related arrangements. The guidance in these accounting standards is to be applied retrospectively and is effective for interim and annual reporting periods beginning after December 15, 2015. As these standardsThe Company’s debt issuance costs relate to presentation only, we do not believeits Syndicated Credit Facility and, as a result, these costs have been, and will continue to be, included as an asset on the balance sheet. Thus, the adoption of these accounting standards willthis standard did not have a materialany impact on our financial statements.

 

In July 2015, the FASB issued an accounting standard to simplify the accounting for inventory. This standard requires all inventories to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the LIFO or the retail inventory method, which will be measured under existing accounting standards. The new guidance must be applied on a prospective basis and is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this new standard and does not expect it to have a significant impact on its consolidated financial statements.

In November 2015, the FASB issued an accounting standard which requires deferred tax assets and liabilities, as well as any related valuation allowance, to be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. This standard does not change the existing requirement that only permits offsetting within a jurisdiction. The amendments in the standard may be applied either prospectively or retrospectively to all prior periods presented. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. As this standard impacts only presentation, the Company does not expect it to have any significant effect on its ongoing financial reporting.

In February 2016, the FASB issued a new accounting standard regarding leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of adoption of the new standard on our consolidated financial statements

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NOTE 1110INCOMETAXESINCOMETAXES

 

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 ninesix months of 2015,2016, the Company decreased its liability for unrecognized tax benefits by $0.1$0.2 million. As of October 4, 2015,July 3, 2016, the Company had accrued approximately $27.3$28.1 million for unrecognized tax benefits. In accordance with applicable accounting standards, the Company’s deferred tax asset as of October 4, 2015July 3, 2016 reflects a reduction for $21.9$14.2 million of these unrecognized tax benefits.

 

NOTE 1211 – ITEMS RECLASSIFIED FROM OTHER COMPREHENSIVE INCOME

 

During the first ninesix months of 2015,2016, 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 $1.1$0.8 million related to the Company’s defined retirement benefit retirement 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 1312 – REPURCHASE OF COMMON STOCK

 

In the fourth quarter of 2014, the Company announced a program to repurchase up to 500,000 shares of common stock per fiscal year, commencing with the 2014 fiscal year. In the second quarter of 2016, the Company amended the share purchase program to authorize the repurchase of up to $50 million of common stock. This amended program has no specific expiration date. During the first quartersix months of 2015,2016, the Company repurchased and retired 250,000662,500 shares of common stock at a weighted average purchase price of $19.39$15.73 per share. During the second quarter of 2015, the Company repurchased and retired 250,000 shares of common stock at a weighted average purchase price of $22.41 per share. There were no repurchases in the third quarter of 2015.  

 

 
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ITEM2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

 

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014,January 3, 2016, under Item 7 of that Form 10-K. Our discussions here focus on our results during the quarter and ninesix months ended, or as of, October 4, 2015,July 3, 2016, and the comparable periods of 20142015 for comparison purposes, and, to the extent applicable, any material changes from the information discussed in that Form 10-K or other important intervening developments or information since that time. These discussions should be read in conjunction with that Form 10-K for more detailed and background information.

 

Forward-Looking Statements

 

This report contains statements which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties associated with economic conditions in the commercial interiors industry as well as the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014,January 3, 2016, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

 

General

 

During the quarter ended October 4, 2015,July 3, 2016, we had net sales of $254.7$248.2 million, compared with net sales of $252.2$263.6 million in the thirdsecond quarter last year. During the first ninesix months of fiscal year 2015,2016, we had net sales of $755.2$470.8 million, compared with net sales of $731.8$500.5 million in the first ninesix months of last year. Fluctuations in currency exchange rates had small negative impacts on our sales and operating income in the 20152016 reported periods, compared with the prior year periods. The following table presents the amounts (in U.S. dollars) by which the exchange rates for converting foreign currencies into U.S. dollars have negatively affected our net sales and operating income for the three months and ninesix months ended October 4, 2015.July 3, 2016.

 

  

Three Months Ended October 4, 2015

  

Nine Months Ended

October 4, 2015

 
  

(In millions)

 

Net sales

 $(21.9) $(64.1)

Operating income

  (2.0)  (6.9)

In the third quarter of 2014, we committed to a restructuring plan in our continuing efforts to reduce costs across our worldwide operations. In connection with this restructuring plan, we incurred a pre-tax restructuring and asset impairment charge in the third quarter of 2014 in an amount of $12.4 million. The charge was comprised of severance expenses of $9.7 million for a reduction of 100 employees, other related exit costs of $0.1 million, and impairment of assets of $2.6 million. Approximately $10 million of the charge will result in cash expenditures, primarily severance expense.

Impact ofChanges inForeignCurrency on:

 

Three Months Ended July 3, 2016

  

Six Months Ended July 3, 2016

 
  

(In millions)

 

Net sales

 $(0.5) $(4.3)

Operating income

  0.0   (0.3)

 

During the thirdsecond quarter of 2015,2016, we had net income of $20.1$20.7 million, or $0.31$0.32 per share.diluted share, compared with net income of $21.7 million, or $0.33 per diluted share, in the second quarter of 2015. During the third quarter of 2014, including the restructuring and asset impairment charge discussed above, we had a net loss of $0.4 million, or $0.01 per share. During the ninesix months ended October 4, 2015,July 3, 2016, we had net income of $54.2$33.6 million, or $0.82$0.51 per share. During the nine months ended September 28, 2014, including the restructuring and asset impairment charge discussed above, we haddiluted share, compared with net income of $16.7$34.0 million, or $0.25$0.51 per share.diluted share, in the first six months of 2015.

 

The first ninesix months of 2016 were comprised of 26 weeks, while the first six months of 2015 were comprised of 40 weeks, while the first nine months of 2014 were comprised of 3927 weeks. (The additional week was in the first quarter of 2015.) This is a factor in certain of the comparisons discussed in this Item 2.

 

 
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Results of Operations

 

The following table presents, as a percentage of net sales, certain items included in our Consolidated Condensed Statements of Operations for the three-month and nine-monthsix-month periods ended October 4,July 3, 2016, and July 5, 2015, and September 28, 2014, respectively:

 

 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Six Months Ended

 
 

Oct. 4, 2015

  

Sept. 28, 2014

  

Oct. 4, 2015

  

Sept. 28, 2014

  

July 3, 2016

  

July 5, 2015

  

July 3, 2016

  

July 5, 2015

 
                                

Net sales

  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%  100.0%

Cost of sales

  61.5   66.9   62.3   66.0   60.1   61.6   60.5   62.7 

Gross profit on sales

  38.5   33.1   37.7   34.0   39.9   38.4   39.5   37.3 

Selling, general and administrative expenses

  26.2   25.4   26.3   26.3   27.1   25.8   28.2   26.4 

Restructuring and asset impairment charge

  0.0   4.9   0.0   1.7 

Operating income

  12.3   2.9   11.4   6.0   12.8   12.6   11.2   10.9 

Interest/Other expenses

  0.8   2.6   0.9   2.4   0.6   0.5   0.8   0.9 

Income before tax expense

  11.5   0.3   10.5   3.6   12.2   12.1   10.5   10.0 

Income tax expense

  3.6   0.4   3.3   1.3   3.9   3.9   3.4   3.2 

Net income (loss)

  7.9   (0.1)  7.2   2.3 

Net income

  8.3   8.2   7.1   6.8 

 

Net Sales

 

Below we provide information regarding net sales and analyze those results for the three-month and nine-monthsix-month periods ended October 4,July 3, 2016, and July 5, 2015, and September 28, 2014, respectively.

 

  

Three Months Ended

  

Percentage

 
  

Oct. 4, 2015

  

Sept. 28, 2014

  

Change

 
  

(In thousands)

     

Net Sales

 $254,686  $252,191   1.0%
  

Three Months Ended

  

Percentage

 
  

July 3, 2016

  

July 5, 2015

  

Change

 
  

(In thousands)

     

Net Sales

 $248,207  $263,637   (5.9%)

 

  

Nine Months Ended

  

Percentage

 
  

Oct. 4, 2015

  

Sept. 28, 2014

  

Change

 
  (In thousands)    

Net Sales

 $755,227  $731,807   3.2%
  

Six Months Ended

  

Percentage

 
  

July 3, 2016

  

July 5, 2015

  

Change

 
  

(In thousands)

     

Net Sales

 $470,761  $500,541   (5.9%)

 

For the quarter ended October 4, 2015,July 3, 2016, net sales increased $2.5decreased $15.4 million (1.0%(5.9%) versus the comparable period in 2014. As discussed above,2015. Currency fluctuations did not have a significant impact on the comparison, as a strengthening of the Euro versus the U.S. dollar versus certain foreign currencies (primarily,was offset by the Euro,weakening of the Australian dollar and Canadian dollar) had a negative impact of approximately $22 million on 2015 third quarter sales as compared withversus the third quarter of 2014.U.S. dollar. On a geographic basis, we increased sales 4% in the Americas, and experienced flat sales in Europe (as reported in U.S. dollars) and a decline of 9% (as reported in U.S. dollars) in Asia-Pacific due to negative currency impacts. In the Americas, our sales increase was primarily in the corporate office segment (up 10%), as our growth continued to outpace the market, alongside the benefits of our enhanced presence in the hospitality segment (up 21%). These increases were partially offset by sales declines in the educationAmericas (down 7%6%), Europe (down 8% as reported in U.S. dollars and 9% in local currency) and Asia-Pacific (down 2%). In the Americas, the decline was largely attributable to our InterfaceServices business, where its largest retail customer delayed many projects until the second half of 2016, alongside deferred purchases by customers in the weakened oil and gas sector. With the exception of the hospitality (up 27%) and government (down 8%healthcare (up 15%) segments. Our FLOR residential consumer businesssegments, all other market segments in the Americas region experienced a 3% sales increase for the quarter, due primarily to stronger web-based sales. In Europe, the impact of the strengthening U.S. dollar was substantial, asdeclining sales in local currency were up 20% versus the thirdsecond quarter last year. The increase in local currency was driven by both the corporate office segment (up 20%) and non-office segments (up 19% in the aggregate), with the education (up 36%), retail (up 36%), and government (up 9%) segments leading the non-office increases. Small declines in local currency in the hospitality (down 11%) and residential (down 23%) segments mitigated the overall increase in Europe for the quarter. In Asia-Pacific, sales in local currency were up 5% for the third quarterof 2016 compared with the prior year period, with strong gainsperiod. In Europe, the decline was largely due to customer uncertainty and hesitation leading up to the June 23, 2016 Brexit referendum vote. The decline in Australia (up 20%Europe occurred in the corporate office (down 9%) and education (down 46%) market segments, partially offset by declinesincreases in Chinaall other market segments with the retail segment (up 34%) being the most significant. In Asia-Pacific, the decline was largely a function of softer sales performance in Australia (down 9% as reported in U.S. dollars and India. The sales increase5% in local currencycurrency) due primarily to large project shipments in Australia came across bothJune 2015 that did not reoccur this year. The remainder of the Asia-Pacific region experienced an increase of 5%, with India and China having the most significant growth. Within the Asia-Pacific division, sales in the corporate office market segment were up 6%, but this was more than offset by a 25% decline in non-office segments, with education (down 39%) and non-corporate office market segments.hospitality (down 63%) representing the largest areas of decline.

 

For the ninesix months ended October 4, 2015,July 3, 2016, net sales increased $23.4decreased $29.8 million (3.2%(5.9%) versus the comparable period in 2014. The strengthening of the U.S. dollar versus certain foreign currencies2015. Currency fluctuations had a negative impact on the comparison of approximately $64$4.3 million, on sales in the first nine months of 2015 versus the comparable prior year period.or just under 1%. On a geographic basis, we increased sales 9%experienced a decline of 6% in the Americas partially offset by declines of 5%and 9% in Europe (as(in both U.S. dollars and local currency), while our sales in Asia-Pacific were up less than 1% in the first six months of 2016 compared with the same period last year. The decline in the Americas region was, again, largely a result of delayed projects at our InterfaceServices business until the second half of 2016, along with softer sales to oil and gas customers. With the exception of the hospitality (up 13%) and healthcare (up 7%) market segments, all other market segments in the Americas had lower sales compared with the first six months of 2015. In Europe, the uncertainty and hesitation surrounding the Brexit vote as well as other political and economic issues led to lower sales, particularly in the corporate office (down 10%) and education (down 38%) market segments. Small increases in the retail (up 32%) and hospitality (up 23%) market segments slightly mitigated the decline. In Asia-Pacific, an increase of 8% in Asia was nullified by a decline in Australia of 6% as reported in U.S. dollars) and 2%dollars. In local currency, however, sales in Asia-Pacific (as reported in U.S. dollars) due to currency impacts. The sales increaseAustralia were even in the Americas was primarilyfirst six months of 2016 compared with the same period in 2015. On a market segment basis within the Asia-Pacific region, an increase in the corporate office segment (up 11%) alongside strong improvements in the hospitality (up 53%) and education (up 5%) segments. The increase in education sales in the Americas occurred duringof 8% for the first six months of 2015, as we experienced a third quarter decline2016 was offset almost entirely by declines in the segment year-over-year. In Europe, sales in local currency increased 16%, primarily driven by the corporate office segment (up 21%). Local currency sales in non-corporate office segments in the aggregate were essentially flat, with a 35% increase in the education segment being offset by a 26% decrease in the government segment – although we did experience an increase in the government segment in the 2015 third quarter, perhaps suggesting that the negative impacts of government austerity programs in the region are being reduced. In Asia-Pacific, the sales decrease in U.S. dollars was experienced across non-office market segments, with the retail (down 46%54%), healthcareeducation (down 32%27%) and governmenthospitality (down 28%49%) segments having the largest percentage declines, tempered by a 4% increase in the corporate office segment. Negative currency impacts in the Asia-Pacific region also were substantial, as sales in local currency were up 9% versus the first nine months last year. The greatest currency impact was in Australia, where sales in local currency were up 21%, but in U.S. dollars were up less than 1%.segments.

 

 
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Cost and Expenses

 

The following tables present,table presents, on a consolidated basis for our operations, our overall cost of sales and selling, general and administrative expenses for the three-month and nine-monthsix-month periods ended October 4,July 3, 2016, and July 5, 2015, and September 28, 2014, respectively:

 

 

Three Months Ended

  

Percentage

  

Three Months Ended

  

Percentage

 

Cost and Expenses

 

Oct. 4, 2015

  

Sept. 28, 2014

  

Change

  

July 3, 2016

  

July 5, 2015

  

Change

 
 

(In thousands)

      

(In thousands)

     

Cost of sales

 $156,720  $168,596   (7.0)% $149,081  $162,385   (8.2%)

Selling, general and administrative expenses

  66,664   63,958   4.2%  67,328   68,033   (1.0%)

Total

 $223,384  $232,554   (3.9)% $216,409  $230,418   (6.1%)

 

 

Nine Months Ended

  

Percentage

  

Six Months Ended

  

Percentage

 

Cost and Expenses

 

Oct. 4, 2015

  

Sept. 28, 2014

  

Change

  

July 3, 2016

  

July 5, 2015

  

Change

 
 

(In thousands)

      

(In thousands)

     

Cost of sales

 $470,577  $483,141   (2.6)% $285,003  $313,857   (9.2%)

Selling, general and administrative expenses

  198,729   192,659   3.2%  132,933   132,065   0.7%

Total

 $669,306  $675,800   (1.0)% $417,936  $445,922   (6.3%)

 

For the three months ended October 4, 2015,July 3, 2016, our cost of sales decreased $11.9$13.3 million (7.0%(8.2%) versus the comparable period in 2014. Fluctuations in currency exchange rates had a favorable impact of approximately $8 million on our cost of sales for the quarter compared with the prior year period.2015. As a percentage of sales, our costs of sales decreased to 60.1% for the second quarter of 2016 versus 61.6% for the second quarter of 2015. This improvement in gross profit expandedmargin occurred across all three of our operatinggeographic regions, with AmericasAsia-Pacific showing the most improvement.largest percentage increase, followed by Europe and the Americas. The reductionkey factors in the gross margin improvement were (1) lower raw materials input costs (for the second quarter of 2016, our per-unit input costs are 3-5% lower on average than the comparable period in 2015 due to lower prices on petroleum-based raw materials), (2) a shift in product mix towards margin accretive products such as our skinny plank designs, and (3) better material usage and improved production efficiencies as we continue to implement and refine our lean manufacturing practices. These factors drove the decrease in cost of sales was primarilyas percentage of sales, despite a function7% decline in production volume in the second quarter of (1) lower raw materials costs (down approximately 6-8%) and usage2016 compared with the third quarter of 2014, (2) higher production costs in the thirdsecond quarter last year due to disruptions in yarn supply that were not experienced in the current period, (3) a higher degree of manufacturing complexity related to new product introductions in the third quarter of 2014 that led to higher manufacturing costs at that time (and have since been rectified), (4) the benefits of our restructuring initiatives taken during the third quarter of 2014, and (5) increased absorption of fixed manufacturing costs due to higher production volumes in the current period. As a result of these factors, as a percentage of net sales, cost of sales decreased to 61.5% for the three months ended October 4, 2015, compared with 66.9% in the third quarter of 2014.year.

 

For the ninesix months ended October 4, 2015,July 3, 2016, our cost of sales decreased $12.6$28.9 million (2.6%(9.2%) versus the comparable period in 2014. Fluctuations in currency exchange rates2015. Currency fluctuations had a favorable impact of approximately $30 millionless than 1% on the comparison; if currency rates had remained the same year over year, our cost of sales forwould have been approximately $3.0 million higher versus the first ninesix months of 2015 versus the prior year period.2015. As a percentage of sales, our cost of sales decreaseddeclined to 62.3%60.5% for the ninefirst six months ended October 4, 2015 compared with 66.0%of 2016, versus 62.7% for the comparablesame period last year. The improvement as a percentage of 2014. The primary reasons for this decline weresales took place across all of our geographic regions, with Asia-Pacific having the largest increase followed by Europe and the Americas. Our decrease in cost of sales in absolute dollars was due to the following factors: (1) lower raw materials costs, and usage (down approximately 6-8%)as our per-unit input costs were down 4-6% during the first six months of 2016 compared with the first nine monthsprior year period, primarily as a result of 2014,lower petroleum-based and related feedstock costs; (2) continued stabilization of our supply chainbetter material usage and improved production efficiencies as we continue to implement and refine lean manufacturing footprint in the Asia-Pacific region following the January 2014 start-up of our new carpet tile plant in Australia,practices; (3) increased absorption of fixed manufacturing costs associated with higher production volumes, especiallyaverage selling prices in the Americas region; and Europe regions, (4) introduction of margin accretive products such as additional skinny plank designs. These factors led to decreased cost of sales as a percentage of sales, notwithstanding a 9% decline in production volume for the cost savings associatedfirst six months of 2016 compared with our 2014 restructuring actions, and (5) the resolution of yarn supply and production issues during the fourth quarter of 2014 and early 2015 that were particularly acute in the third quarter of 2014.prior year period.

 

For the three months ended October 4, 2015,July 3, 2016, our selling, general and administrative (“SG&A”) expenses increased $2.7decreased $0.7 million (4.2%(1.0%) versus the comparable period in 2014. Currency fluctuation had2015. The decline in SG&A expenses was primarily due to savings of approximately $3.0 million in administrative costs, primarily as a favorable impact on selling, general and administrative expenses; if currency rates had remained the same for the third quarterresult of 2015 versus that of the third quarter of 2014, our selling, general and administrative expenses would have been approximately $8.5 million higher than the third quarter last year. The majority of this currency neutral increase is additionallower performance-based incentive compensation (approximately $5.0 million) and performance based share-based compensation ($1.5 million) because our projected performance is better in 2015 versus 2014. The largest componentthis year. This decrease was somewhat mitigated by (1) $0.9 million of the remainder ($1.0 million) is higher selling expenses, due to the improvedprimarily associated with new sales levelsstaff additions in the third quarterAmericas division to continue targeting growth markets, and (2) $1.5 million of 2015 versushigher marketing expenses for planned initiatives to promote growth, including global branding, market development and new product introductions. The marketing expenses were higher globally, with the prior year period, particularlyAmericas region having the largest increase ($0.8 million) and Europe and Asia-Pacific each responsible for approximately $0.3 million of the increase. Despite the lower SG&A expenses in absolute dollars, the Americas. As a result,decline in net sales led to an increase in SG&A expenses as a percentage of sales our selling, general and administrative expenses increased to 26.2%27.1% for the three months ended July 3, 2016, compared with 25.8% in the thirdcomparable period of 2015. Our SG&A expenses as a percentage of sales are down sequentially, however, as compared to 29.5% in the first quarter of 2015, versus 25.4% in the third quarter of 2014.2016.

 

 
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For the ninesix months ended October 4, 2015,July 3, 2016, our selling, general and administrativeSG&A expenses increased $6.1$0.9 million (3.2%(0.7%) versus the comparable period in 2014. Currency fluctuation2015. Fluctuations in currency exchange rates had a favorableslight (less than 1%) negative impact on selling, general and administrative expenses; if currency rates had remained the samecomparison. As noted above, our SG&A expenses during the second quarter of 2016 declined as compared to the second quarter of 2015, so the overall increase for the first nine months of 2015 versus that ofcurrent year six-month period related entirely to the first nine monthsquarter of 2014,2016. The increase was due to $4.3 million of increased marketing expenses as we continue to roll out global marketing, branding and product introduction platforms. Marketing expenses were up across all regions, with the Americas (up $2.1 million) followed by Europe (up $1.2 million) and Asia-Pacific (up $1.0 million). We also had an increase of $1.4 million in selling expenses, almost entirely within the Americas region, for personnel additions in key markets. These increases were offset by lower administrative costs of $4.8 million, primarily as a result of lower performance-based incentive compensation this year. Due to the overall increase in SG&A expenses, as well as a decline in sales, our selling, general and administrativeSG&A expenses would have been approximately $20 million higher thanas a percentage of sales increased to 28.2% for the first nine months last year. As in the threesix months ended October 4, 2015, substantially all of this increase can be attributedJuly 3, 2016, as compared to higher incentive compensation (approximately $10 million) and performance based share-based compensation (approximately $8 million), as our projected performance is better in 2015 versus 2014. The primary factor mitigating the increase was the impact of the changes in foreign currency discussed above, as other spending categories within selling, general and administrative expenses remained relatively consistent in local currencies (due partially to cost control measures from our 2014 restructuring actions), despite the increased sales26.4% for the year to date period of 2015 versus 2014. As a result, selling, general, and administrative expenses remained consistent at 26.3% of net sales for both the first ninesix months of 2015 and 2014.ended July 5, 2015.

 

Interest Expense

 

For the three month period ended October 4, 2015,July 3, 2016, our interest expense decreased $4.3$0.2 million to $1.3$1.6 million, from $5.6$1.8 million in the thirdsecond quarter of 2014.2015. For the ninesix month period ended October 4, 2015,July 3, 2016, our interest expense decreased $11.5$0.6 million to $5.0$3.1 million, from $16.5$3.7 million in the comparable period last year. The reason for the decreases was the debt refinancing activities we completed in the fourth quarter of 2014, in which we redeemed all of our $247.5 million ofwere due to lower daily average outstanding 7.625% Senior Notes and replaced them with borrowings under our Syndicated Credit Facility. This facility is comprisedFacility during the second quarter and first six months of a term loan2016 as well as a multi-currency revolving debt facility and incurs interest at a significantly lower rate thancompared to the 7.625% Senior Notes.corresponding periods of 2015.

 

Liquidity and Capital Resources

 

General

At October 4, 2015,July 3, 2016, we had $73.7$88.4 million in cash.cash and cash equivalents. At that date, we had outstanding $200.0$192.5 million ofin term loan borrowings, $32.5$31.8 million of revolving loan borrowings and $3.1$4.0 million in letters of credit outstanding under ourthe Syndicated Credit Facility. As of October 4, 2015,July 3, 2016, we could have incurred $214.4$214.2 million of additional borrowings under our Syndicated Credit Facility. InFacility.In addition, we could have incurred an additional $14.5$14.7 million of borrowings under our other lines of credit in place at other non-U.S. subsidiaries.

 

It is also important for you to consider that borrowings under our Syndicated Credit Facility comprise essentially all of our indebtedness, and that these borrowings are based on variable interest rates (as described above) that expose the Company to the risk that short-term interest rates may increase. For information regarding the current variable interest rates of these borrowings and the potential impact on our interest expense from hypothetical increases in short term interest rates, please see Note 4 in Part I, Item 1 of this report and the discussion under the heading “Interest Rate Risk” in Item 7A of our Annual Report on Form 10-K for the year ended January 3, 2016.

Analysis of Cash Flows

 

We exited the quarter ended October 4, 2015 with $73.7 million inApart from cash an increaseprovided by operating activities, our primary source of $18.8 millioncash during the first ninesix months ended July 3, 2016 was $20.2 million of revolving loan borrowings under our Syndicated Credit Facility. Most of the year. The increaserevolving loan borrowings were made by our Australian subsidiary in cash was dueAustralian dollars and then converted into U.S. dollars, to improved cash flow from operating activitiestake advantage of $92.7 milliona strong Australian dollar and lock in the first nine months of 2015, versus $34.9 million in the first nine months of 2014. The factors driving the increase in cash from operating activities were (1) higher net income in 2015, due to better operational performance, (2) a $5.8 million reduction in cash paidfavorable exchange rate into U.S. dollars, which are used by that business for interest, as a result of our 2014 debt refinancing discussed above, and (3) $17.8 million due to a decrease in accounts receivable. The increase in cash from operating activities was partially offset by a use of $28.7 million for an increase in inventory levels.certain raw material purchases. Our other primary uses of cash during the first nine months of 2015period were (1) $28.0$20.4 million for a reduction of cash used to repayaccounts payable and accrued expenses, (2) $12.8 million for capital expenditures, (3) $10.4 million for stock repurchases, and (4) $10.0 million for repayments of borrowings under our Syndicated Credit Facility, (2) $23.7 million of capital expenditures, (3) $10.5 million of cash used to repurchase and retire 500,000 shares of our outstanding common stock, and (4) $8.6 million for the payment of dividends.Facility.

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Table Of Contents

 

ITEM3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Our discussion below in this Item 3 is based upon the more detailed discussions of our market risk and related matters included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014,January 3, 2016 under Item 7A of that Form 10-K. Our discussion here focuses on the period ended October 4, 2015,July 3, 2016, and any material changes from (or other important intervening developments since the time of) the information discussed in that Form 10-K. This discussion should be read in conjunction with that Form 10-K for more detailed and background information.

 

At October 4, 2015,July 3, 2016, we recognized a $28.6$1.1 million decreaseincrease in our foreign currency translation adjustment account compared to December 28, 2014,January 3, 2016, primarily because of the strengtheningweakening of the U.S. dollar against certain foreign currencies, particularly the Euro and Australian dollar.

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Table Of Contents

 

Sensitivity Analysis. For purposes of specific risk analysis, we use sensitivity analysis to measure the impact that market risk may have on the fair values of our market sensitive instruments.

To perform sensitivity analysis, we assess the risk of loss in fair values associated with the impact of hypothetical changes in interest rates and foreign currency exchange rates on market sensitive instruments.

 

Because the debt outstanding under our Syndicated Credit Facility has variable interest rates based on an underlying prime lending rate or LIBOR rate, we do not believe changes in interest rates would have any significant impact on the fair value of that debt instrument. Changes in the underlying prime lending rate or LIBOR rate would, however, impact the amount of our interest expense. For a discussion of these hypothetical impacts on our interest expense, please see the discussion in Item 7A of our Annual Report on Form 10-K for the year ended December 28, 2014.January 3, 2016.

 

As of October 4, 2015,July 3, 2016, a 10% decrease or increase in the levels of foreign currency exchange rates against the U.S. dollar, with all other variables held constant, would result in a decrease in the fair value of our financial instruments of $11.1$11.7 million or an increase in the fair value of our financial instruments of $9.0$14.3 million, respectively. As the impact of offsetting changes in the fair market value of our net foreign investments is not included in the sensitivity model, these results are not indicative of our actual exposure to foreign currency exchange risk.

 

ITEM4. CONTROLS AND PROCEDURES

 

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our PresidentChairman and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Act”), pursuant to Rule 13a-14(c) under the Act. Based on that evaluation, our PresidentChairman and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

 

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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Table Of Contents
 

 

PART IIPARTII - OTHER INFORMATION

 

ITEM1. LEGAL PROCEEDINGS

 

We are subject to various legal proceedings in the ordinary course of business, none of which is required to be disclosed under this Item 1.

  

ITEM1A. RISK FACTORS

 

There are no material changes in risk factors in the thirdsecond quarter of 2015.2016. For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2014.January 3, 2016.

 

ITEM2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table contains information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the quarter ended July 3, 2016:

Period(1)

 

Total

Number

of Shares

Purchased

  

Average

Price

Paid

Per Share

  

Total Number

of Shares Purchased

as Part of Publicly

Announced Plans or

Programs(2)

  

Approximate Dollar

Value of Shares that

May Yet Be

Purchased Under the

Plans orPrograms(2)

 
                 

April 4-30, 2016

  0   N/A   0  $50,000,000 

May 1-31, 2016(3)

  329,110  $16.30   328,833   44,639,862 

June 1-30, 2016

  329,353  $15.15   329,353   39,651,157 

July 1-3, 2016

  0   N/A   0   39,651,157 

Total

  658,463  $15.72   658,186  $39,651,157 

(1)The monthly periods identified above correspond to the Company’s fiscal second quarter of 2016, which commenced April 4, 2016 and ended July 3, 2016.

(2) In the fourth quarter of 2014, the Company announced a program to repurchase up to 500,000 shares of common stock per fiscal year, commencing with the 2014 fiscal year. In April 2016, the Company amended the share purchase program to authorize the repurchase of up to $50 million of common stock. This amended program has no specific expiration date.

(3) Includes 277 shares acquired by the Company from employees to satisfy income tax withholding obligations in connection with the vesting of previous grants of restricted stock.

ITEM3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM4. MINE SAFETY DISCLOSURES

 

Not applicable

 

ITEM5. OTHER INFORMATION

 

None

 

ITEM6. EXHIBITS

 

The following exhibits are filed with this report:

 

EXHIBIT

NUMBER

DESCRIPTION OF EXHIBIT

3.1

Bylaws, as amended and restated October 28, 2015 (included as Exhibit 3.1 to the Company’s current report on Form 8-K filed on October 28, 2015, previously filed with the Commission and incorporated herein by reference).

10.1

Interface, Inc. Executive Bonus Plan, as amended October 28, 2015 (included as Exhibit 99.2 to the Company’s current report on Form 8-K filed on October 28, 2015, previously filed with the Commission and incorporated herein by reference).

31.1

Section 302 Certification of Chief Executive Officer.

31.2

Section 302 Certification of Chief Financial Officer.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Definition Linkbase Document.

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: November 12, 2015

By:

/s/ Patrick C. Lynch 

Patrick C. Lynch

Senior Vice President

(Principal Financial Officer)

EXHIBITS INCLUDED HEREWTIH

EXHIBIT

NUMBER

DESCRIPTION OF EXHIBIT

  

31.1

Section 302 Certification of Chief Executive Officer.

31.2

Section 302 Certification of Chief Financial Officer.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.

101.INS

XBRL Instance Document.Document  

101.SCH

XBRL Taxonomy Extension Schema Document.Document  

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.Document  

101.PRE

XBRL Taxonomy Presentation Linkbase Document.Document  

101.DEF

XBRL Taxonomy Definition Linkbase Document.Document

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 11, 2016

By:

 /s/ Patrick C. Lynch                            

Patrick C. Lynch

Senior Vice President

(Principal Financial Officer)

EXHIBITS INCLUDED HEREWITH

EXHIBIT

NUMBER

DESCRIPTION OF EXHIBIT

31.1

Section 302 Certification of Chief Executive Officer

31.2

Section 302 Certification of Chief Financial Officer

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350

101.INS

XBRL Instance Document  

101.SCH

XBRL Taxonomy Extension Schema Document  

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document  

101.PRE

XBRL Taxonomy Presentation Linkbase Document  

101.DEF

XBRL Taxonomy Definition Linkbase Document  

 

 

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