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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

Form 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year EndedDecember 31, 2017

January 2, 2022


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 001-33994

Interface, Inc.      

        INTERFACE INC         
(Exact name of registrant as specified in its charter)

Georgia

58-1451243

Georgia

58-1451243
(State of incorporation)

(I.R.S. Employer Identification No.)

1280 West Peachtree StreetAtlantaGeorgia30309

2859 Paces Ferry Road, Suite 2000

Atlanta, Georgia

30339

(Address of principal executive offices)

(zip code)

Registrant’s

Registrant’s telephone number, including area code:           (770)(770) 437-6800          

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered:

Common Stock, $0.10 Par Value Per Share

TILE

Nasdaq Global Select Market

Series B Participating Cumulative Preferred Stock Purchase Rights

Nasdaq Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES ☑ NO ☐

Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☑

Yes o No þ
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 ☐

Yes þ No o

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one)

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐ 

Emerging growth company ☐

Large accelerated filer þ Accelerated filer o  Non-accelerated filer o  Smaller reporting company   Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES Yes NO ☑

No þ

Aggregate market value of the voting and non-votingnon-voting stock held by non-affiliates of the registrant as of June 30, 2017: $1,215,708,813 (61,868,133July 2, 2021: $899,737,344 (57,972,767 shares valued at the closing sale price of $19.65$15.52 on June 30, 2017)July 2, 2021). See Item 12.

Number

 Number of shares outstanding of each of the registrant’s classes of Common Stock, as of February 18, 2018:

2022:

Class

ClassNumber of Shares

Common Stock, $0.10 par value per share

59,337,559

59,282,711


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 20182022 Annual Meeting of Shareholders are incorporated by reference into Part III.




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TABLE OF CONTENTS
 

TABLE OF CONTENTS

PART I

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PART I



ITEM 1. BUSINESS

Introduction and

General

References in this Annual Report on Form 10-K to “Interface,” “the Company,” “we,” “our,” “ours” and “us” refer to Interface, Inc. and its subsidiaries or any of them, unless the context requires otherwise.

otherwise.

Interface is a global flooring company specializing in carbon neutral carpet tile and resilient flooring, including luxury vinyl tile (“LVT”), vinyl sheet, and nora® rubber flooring. We are a worldwide leader in design, productionhelp our customers create high-performance interior spaces that support well-being, productivity, and sales of modular carpet, also knowncreativity, as carpet tile. Forwell as the past several years, modular carpet sales growth in the floorcovering industry has outpaced the growthsustainability of the overall industry, as architects, designers and end users increasingly recognized the unique and superior attributes of modular carpet, including its dynamic design capabilities, greater economic value (which includes lower costs as a result of reduced waste in both installation and replacement), and installation ease and speed.

planet.


As a global company with a reputation for high quality, reliability and premium positioning, we market modular carpet in over 110 countries under the established brand names Interface®andFLOR®. Our principal geographic markets are, and we market LVT and vinyl sheet under the Americas, Europebrand Interface®. On August 7, 2018, the Company acquired nora Holding GmbH (“nora”), a worldwide leader in the rubber flooring category under the established nora brands norament® and noraplan®.

Reportable Segments

In the first quarter of 2021, the Company largely completed its integration of the nora acquisition, and integration of its European and Asia-Pacific wherecommercial areas, and determined that it has two operating and reportable segments – namely Americas (“AMS”) and Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment is unchanged from prior year and continues to include the percentagesUnited States, Canada and Latin America geographic areas. See Note 20 entitled “Segment Information” included in Item 8 of ourthis Annual Report on Form 10-K for additional information.

Below is a summary of total net sales were approximately 59%, 25% and 16%, respectively, for fiscal year 2017.

Capitalizing on our leadership in modular carpetpercentages by reportable segment for the corporate office marketlast three fiscal years. Prior year amounts have been restated to reflect the current reportable segment we are executing a market diversification strategy to increase our presencestructure:


202120202019
AMS54 %54 %56 %
EAAA46 %46 %44 %

Market Segmentation

Our business, as well as the commercial interiors industry in general, is cyclical in nature and market shareis impacted by economic conditions and trends that affect the markets for modular carpet in non-corporate office market segments, such as government, education, healthcare, hospitalitycommercial and retailinstitutional business space. Our diversification strategy also targets the U.S. residential market segment for carpet. As a result of our efforts, our mix of corporate office versus non-corporate office modular carpet sales in the Americas was 44% and 56%, respectively, for 2017. Company-wide, our mix of corporate office versus non-corporate office sales was 59% and 41%, respectively, in 2017. We believe the appeal and utilization of modular carpet is growingand resilient flooring will continue to grow in corporate office and non-corporate office market segments, and we are using our considerable skills and experience with designing, producing and marketing modular products that make us thea market leader in the corporate office market segment to support and facilitate our penetration into thesemore non-corporate office market segments around the world.

In 2017,


During fiscal years 2021 and 2020, the COVID-19 pandemic impacted areas where we globally launchedoperate and sell our products and services. Government restrictions and shutdowns around the world resulted in lower corporate reinvestment and impacted sales in the corporate office market segment. To mitigate the effects of COVID-19 on our business, we capitalized on our ongoing market diversification strategy to increase our presence and market penetration for modular carpet and resilient flooring sales in non-corporate office market segments.


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Below is a line of luxury vinyl tile (“LVT”) products, which represents our first introduction into a category of products that we call “modular resilient flooring”. Our LVT products accounted for more than halfsummary of our sales growthmix between corporate office and non-corporate office market segments for the last three fiscal years by reportable segment:

202120202019
Corporate OfficeNon-Corporate OfficeCorporate OfficeNon-Corporate OfficeCorporate OfficeNon-Corporate Office
AMS39 %61 %37 %63 %47 %53 %
EAAA57 %43 %60 %40 %63 %37 %

Products and Services

Modular Carpet

Our AMS and EAAA reportable segments sell the same products within their respective geographical regions. We produce carpet tiles in 2017 compareda wide variety of colors, patterns, textures, pile heights and densities. These varieties are designed to meet both the practical and aesthetic needs of a broad spectrum of commercial interiors — particularly offices, healthcare facilities, airports, educational and other institutions, hospitality spaces, retail facilities and residential interiors. Our carpet tile systems permit distinctive styling and patterning that can be used to complement interior designs, to set off areas for particular purposes, create visual cues, and to convey graphic information. While we continue to manufacture and sell a substantial portion of our carpet tile in standard styles, most of our modular carpet sales in the Americas and Asia-Pacific regions are made-to-order products designed to meet customer specifications.
Our modular carpet systems are marketed under the established brands Interface and FLOR. We manufacture carpet tiles cut in precise, dimensionally stable squares (usually 50 cm x 50 cm) or rectangles (such as planks and SkinnyPlanks) to produce a floorcovering that combines the appearance and texture of traditional soft floorcovering with the prior year.

advantages of a modular carpet system. Our Strengths

GlasBac® technology employs a fiberglass-reinforced polymeric composite backing that provides dimensional stability and reduces the need for adhesives or fasteners. We also make carpet tiles with a backing containing post-industrial and/or post-consumer recycled materials, which we now market under the CQuest™GB name (formerly known as GlasBacRE). In addition, we make carpet tile with yarn containing varying degrees of post-consumer nylon, depending on the style and color.


In 2021, we introduced our Open Air™ collection of more affordable carpet tiles — an expansive platform of hard-working carpet tile styles designed with open spaces in mind. Innovations in both design and manufacturing allow us to create high-quality, high-performance carpet products at a lower price point.

In 2020, we introduced the next generation of our carpet tile backings called CQuest™ backings. Guided by materials science and inspired by nature’s carbon-storing abilities, we added new bio-based materials and more recycled content to our backings. The materials in the CQuest backings, when measured on a stand-alone basis, are net carbon negative — meaning that their global warming potential emissions are net negative. The new CQuest backings are:

CQuest™GB - The next evolution of our GlasBacRE backing. It features the same superior performance with a construction of post-consumer recycled content from carpet tiles, bio-based additives, and pre-consumer recycled materials.
CQuest™Bio - A non-vinyl bio-composite backing made with bio-based and recycled fillers.
CQuest™BioX - The same material make-up as CQuestBio with a higher concentration of carbon negative materials.

Our principal competitive strengths include:

Market Leader in Attractive Modular Carpet Segment. We are the world’s leading manufactureri2™ modular product line, which includes our popular Entropy® product, features mergeable dye lots, and includes a number of carpet tile. Modular carpet has become more prevalent across all commercial interiors markets as designers, architects and end users have become more familiar with its unique attributes. We continuetile products that are designed to drive this trend with our product innovations and designs discussed below. Accordingbe installed randomly without reference to the annual Floor Focus interiors industry surveyorientation of neighboring tiles. The i2 line offers cost-efficient installation and maintenance, interactive flexibility, and recycled and recyclable materials. Our TacTiles® carpet tile installation system uses small squares of adhesive plastic film to connect intersecting carpet tiles, thus eliminating the need for traditional carpet adhesive and resulting in a reduction in installation time and material waste.


We also produce and sell a specially adapted version of our carpet tile for the healthcare facilities market. Our carpet tile possesses characteristics — such as the use of the top 250 designersIntersept® antimicrobial, static-controlling nylon yarns, and thermally pigmented, colorfast yarns — which make it suitable for use in these facilities in place of hard surface flooring. Moreover, we sell our FLOR line of products to specifically target modular carpet sales to the United States,residential market segment, and in recent years FLOR products have had crossover success in commercial markets. In addition, we have created modular carpet tile was ranked as the number one “hot product”products specifically designed for each of the years 2002 through 2012, and was ranked number two for each of the years 2013 through 2017. We believe that we are well positioned to lead and capitalize upon the continued shift to modular carpet, both domestically and around the world.

Established Brands and Reputation for Quality, Reliability and Leadership.  Our products are known in the industry for their high quality, reliability and premium positioning in the marketplace, and our established brand names are leaders in the industry. The 2017 Floor Focus survey ranked Interface second in “Best Overall Business Experience” among carpet companies, and it ranked our Interface brand first or second in the survey categories of service, quality, design, performance and value. In the North American residential market segment, our FLOR brand is known for its high style carpet design squares that consumers assemble to create custom rugs, runners or wall-to-wall designs in the home. On the international front, Interface is a well-recognized brand name in carpet tiles for commercial and institutional use. More generally, we believe that as the appeal and utilization of modular carpet continues to expand into market segments such as government, healthcare, education, hospitality and retail and residential space, our reputation as the pioneer of modular carpet — as well as our established brands and leading market position for modular carpet in the corporate office segment — will enhance our competitive advantage in marketing to the customers in these new markets.

Innovative Product Design and Development Capabilities.  Our product design and development capabilities have long given us a significant competitive advantage, and we believe they continue to do so as modular carpet’s appeal and utilization expand across virtually every market segment and around the globe. One of our recent design innovations is the introduction of long and narrow rectangular carpet tiles in the shape of planks, and even more narrow versions known as Skinny Planks. The use of planks and Skinny Planks increases the design versatility of our carpet tile, as these products can create aesthetics (such as a herringbone pattern) that are different from, or enhance, that of our traditional square carpet tiles.

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The award-winning design firm David Oakey Designs has had a pivotal role in developing our plank and Skinny Plank products, as well as many of our other innovative product designs, and our long-standing exclusive relationship with David Oakey Designs remains vibrant and augments our internal research, development and design staff. As another example,designs. David Oakey Designs has developed products that are manufactured using state-of-the-art tufting technology which allows us to pinpoint tufts of different colored yarns in virtually any arrangement within a carpet tile. These unique designs are best exemplified by our Urban Retreat®Retreat®, Net Effect®Effect®,Human Nature®Nature®andWorld Woven® collections, which are sold throughout our international operations.

Historically, one


In 2020, we achieved a substantial milestone in our journey toward becoming a sustainable enterprise. Simultaneously with the launch of our best design innovations isnew CQuest backings described above, we introduced in the Americas our i2™ modular product line, which includes our popular Entropy® product for which we received a patent in 2005 on the key elements of its design. The i2 line introduced and features mergeable dye lots, and includes a number of first ever “cradle-to-gate” carbon negative carpet tile products in three unique styles: Shishu Stitch™, Tokyo Texture™, and Zen Stitch™. These pioneering products, which are part of our Embodied Beauty™ collection, are created with a combination of our new CQuestBioX carpet backing (featuring new bio-based materials and more recycled content), specialty yarns and tufting processes that are designedcreate a carpet tile with a net negative value of “embodied carbon”. Embodied carbon is the carbon footprint (meaning the global warming potential of emissions of greenhouse gases measured in carbon dioxide equivalents) of a product from raw material creation, growth and extraction (the “cradle”) through processing until it is packaged and ready to be installed randomly without referenceshipped from our factory (the “gate”), thus referred to as “cradle-to-gate” in the life cycle assessment of a product. Embodied carbon is distinct from operational carbon, which refers to the orientationcarbon footprint of neighboring tiles.everything that happens after the product leaves our factory, such as shipment, customer use, and end of life. The i2 line offers cost-efficient installation and maintenance, interactive flexibility, and recycled and recyclable materials. Another innovation isEmbodied Beauty™ collection was expanded into our TacTiles®EAAA geographical regions in 2021.

In addition, through our third party verified Carbon Neutral Floors™ program, all of our carpet tile, installation system, which uses small squaresLVT and norament and noraplan rubber flooring products are made carbon neutral across their entire life cycle, including both embodied carbon and operational carbon, by our purchase and retirement of adhesive plastic film to connect intersectingthird party verified carbon offsets.

We believe our cradle-to-gate carbon negative carpet tiles, thus eliminating the need for traditional carpet adhesive and resulting in a reduction in installation time and material waste.

Made-to-Order and Global Manufacturing Capabilities. We have a distinct competitive advantage in meeting two principal requirements of the specified products markets we primarily target — that is, providing custom samples quickly and on-time delivery of customized final products. We also can generate realistic digital samples that allow us to create a virtually unlimited number of new design concepts and distribute them instantly for customer review, while at the same time reducing sampling waste. About half of our modular carpet products worldwide are made-to-order. Our made-to-order capabilities not only enhance our marketing and sales, they significantly improve our inventory turns. Our global manufacturing capabilities in modular carpet production are an important component of this strength, and give us an advantage in serving the needs of multinational corporate customers that requiretile products and services at various locations around the world. Our manufacturing locations across four continents enable us to compete effectively with local producers in our international markets, while giving international customers more favorable delivery times and freight costs.

Recognized Global Leadership in Ecological Sustainability. Our long-standing goal and commitment to be ecologically “sustainable” — that is, the point at which we are no longer a net “taker” from the earth and do no harm to the biosphere — have emerged as a competitive strength for our business and remain a strategic initiative. It includes Mission Zero®, our global branding initiative, which represents our mission to eliminate any negative impact our companies may have on the environment by the year 2020. It also includes a bold new mission called Climate Take Back™, in which we seek to lead the industry in designing and making products in ways that will maintain a climate fit for life. Our acknowledged leadership position and expertise in this area resonate deeply with many of our customers and prospects around the globe, andCarbon Neutral Floors program provide us with a differentiatingcompetitive advantage, in competing for business among architects, designers and end users of our products, who often make purchase decisions based on “green” factors. The 2017 Floor Focus survey named our Interfacebusiness the top among “Green Leaders,” and gave us the top “Green Kudos” honors for ourNet Effect collection of recycled content products.

Experienced and Motivated Management and Sales Force.  An important component of our competitive position is the quality of our management team and its commitment to developing and maintaining an engaged and accountable workforce. Our team is highly skilled and dedicated to guiding our overall growth and expansion into our targeted market segments, while maintaining our leadership in traditional markets and our high contribution margins. We utilize an internal marketing and predominantly commissioned sales force of more than 650 experienced personnel, stationed at over 70 locations in over 30 countries, to market our products and services in person to our customers. Our incentive compensation and our sales and marketing training programs are tailored to promote performance and facilitate leadership by our executives both in strategic areas as well as the Company as a whole.

Our Business Strategy and Principal Initiatives

Our business strategy is to continue to use our leading position in modular carpet and our product design and global made-to-order capabilities as a platform from which to drive acceptance of our modular carpet and new LVT products across several industry segments, while maintaining our leadership position for modular carpet in the corporate office market segment. These efforts generally are described in the following strategic pillars:

Grow our core carpet tile business;

Develop a substantial modular resilient flooring business;

Execute supply chain productivity;

Control selling, general and administrative ("SG&A") spending; and

Lead a world-changing sustainability movement centered around Mission Zero and Climate Take Back.

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We will seek to increase revenues and profitability by capitalizing on the above strengths and pursuing the following key initiatives.

Penetrate Expanding Geographic Markets for Modular Products. The popularity of modular carpet continues to increase comparedparticularly with other floorcovering products across most markets, internationally as well as in the United States. While maintaining our leadership in the corporate office segment, we will continue to build upon our position as the worldwide leader for modular carpet in order to promote sales in all market segments globally. A principal part of our international focus – which utilizes our global marketing capabilities and sales infrastructure – is the significant opportunities in several emerging geographic markets for modular carpet. These emerging markets, such as China, India and Eastern Europe, represent large and growing economies and opportunities for Interface to leverage its brand, experience and skills. Other expanding geographic markets, such as Germany and Italy,account customers who are established markets that are transitioning to the use of modular carpet from historically low levels of penetration. Each of these geographic markets represents a significant growth opportunity for our modular carpet business.

Continue to Penetrate Non-Corporate Office Market Segments. We will continue our strategic focus on product design and marketing and sales efforts for non-corporate office market segments such as government, education, healthcare, hospitality, retail and residential space. We began this initiative as part of a market diversification strategyincreasingly setting their own goals to reduce our exposure to the economic cyclicality of the corporate office segment, and it has become a principal strategy generally for growing our business and enhancing profitability. To implement this strategy, we introduced specialized product offerings tailored to the unique demands of these segments and created targeted selling techniques dedicated to penetrating certain segments.

As part of this strategy, our FLOR line of products focuses on the U.S. residential carpet and rugs market segment. These products were specifically created to bring high style modular carpet and rugs to the North American residential market. Historically, we offered FLOR in three primary sales channels – catalogs, the Internet, and in our FLOR retail stores. In the fourth quarter of 2016, we adopted a restructuring plan that included the closure of FLOR’s headquarters office and most retail FLOR stores. In 2017, we completed our restructuring plan and now FLOR focuses on internet sales as well as crossover sales by our commercial sales force.

Develop a Substantial their carbon footprints.


Modular Resilient Flooring Business. Building upon the success of our initial introduction of products into the high growth LVT market, we plan to expand our LVT product offering while also seeking to introduce new products in the modular resilient flooring category. We believe our ability to offer and sell our soft and hard surfaces in an integrated flooring design helps meet the needs of our customers by complementing and enhancing our carpet tile portfolio with true modular installation, no transition strips between surfaces, same sizes of carpet tile and LVT products, and favorable acoustic properties.

Continue to Minimize Expenses and Invest Strategically. We have steadily trimmed costs from our operations for several years through multiple initiatives, which have made our cost structure more efficient today and for the future. Our supply chain and other cost containment initiatives have improved our cost structure and yielded operating efficiencies. While we still seek to minimize our expenses in order to increase profitability, we will also take advantage of strategic opportunities to invest in systems, processes and personnel that can help us grow our business and increase profitability and value.

Use Strong Free Cash Flow Generation to Strengthen Our Balance Sheet. Our principal business has been structured to yield contribution margins that generate strong free cash flow (by which we mean cash available to apply towards servicing debt, potential stock repurchases, strategic acquisitions and the like). Our historical investments in global manufacturing capabilities, facilities and product customization techniques, which we have maintained, also contribute to our ability to generate strong levels of free cash flow. We expect to use our strong free cash flow generation capability to potentially repurchase shares and strengthen our financial position, or re-invest in our operations. We will also continue to execute programs to reduce costs further and enhance free cash flow.  In addition, our existing capacity to increase production levels without significant capital expenditures will further enhance our generation of free cash flow as demand for our products rises.

Sustain Leadership in Product Design and Development. As discussed above, our leadership position for product design and development is a competitive advantage and key strength. Our plank, Skinny Plank, and i2 products and TacTiles installation system have confirmed our position as an innovation leader in modular carpet. We will continue initiatives to sustain, augment and capitalize upon that strength to continue to increase our market share in targeted market segments. Our Mission Zero and Climate Take Back initiatives, which draw upon and promote our ecological sustainability commitment, are part of those initiatives and include placing our Mission Zero and Climate Take Back logos on many of our marketing and merchandising materials distributed throughout the world.


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Challenges

In order to capitalize on our strengths and to implement successfully our business strategy and the principal initiatives discussed above, we will have to handle successfully several challenges that confront us or that affect our industry in general. As discussed in the Risk Factors in Item 1A of this Report, several factors could make it difficult for us, including:

sales of our principal products have been and may continue to be affected by adverse economic cycles in the renovation and construction of commercial and institutional buildings;

we compete with a large number of manufacturers in the highly competitive commercial floorcovering products market, and some of these competitors have greater financial resources than we do;

our success depends significantly upon the efforts, abilities and continued service of our senior management executives and our principal design consultant, and our loss of any of them could affect us adversely;

our substantial international operations are subject to various political, economic and other uncertainties that could adversely affect our business results;

large increases in the cost of petroleum-based raw materials could adversely affect us if we are unable to pass these cost increases through to our customers;

unanticipated termination or interruption of any of our arrangements with our primary third party suppliers of synthetic fiber or our sole third party supplier for LVT could have a material adverse effect on us;

we have a significant amount of indebtedness, which could have important negative consequences to us; and

Some of our competitors who have greater financial resources than we do are adding manufacturing capacity into the industry throughout the world, which could increase the amount of supply in the market, adversely affect pricing in the market, and generate other competitive factors which could adversely impact our sales and profitability.

We believe our business model is strong enough, and our strategic initiatives are properly calibrated, for us to handle these and other challenges we will encounter in our business.

Seasonality

Historically, our first quarter has typically been our slowest quarter while our fourth quarter has typically been our best quarter, with sales generally increasing throughout the course of the fiscal year.  However, in recent years, as our sales efforts and results in the education market segment (which has a heavy buying season in the summer months) have increased and currency fluctuations have impacted us, our third quarter sales have sometimes been the highest.

Our Products and Services

Modular Carpet

Interface is the world’s largest manufacturer and marketer of modular carpet. Our modular carpet system, which is marketed under the established global brands Interface andFLOR, utilizes carpet tiles cut in precise, dimensionally stable squares (usually 50 cm x 50 cm) or rectangles (such as planks and Skinny Planks) to produce a floorcovering that combines the appearance and texture of traditional soft floorcovering with the advantages of a modular carpet system. Our GlasBac®technology employs a fiberglass-reinforced polymeric composite backing that provides dimensional stability and reduces the need for adhesives or fasteners. We also make carpet tiles with a backing containing post-industrial and/or post-consumer recycled materials, which we market under the GlasBacRE brand. In addition, we make carpet tile with yarn containing varying degrees of post-consumer nylon, depending on the style and color.

Our carpet tile has become popular for a number of reasons. Carpet tile incorporating our reinforced backing may be easily removed and replaced, permitting rearrangement of furniture without the inconvenience and expense associated with removing, replacing or repairing other soft surface flooring products, including broadloom carpeting. Because a relatively small portion of a carpet installation often receives the bulk of traffic and wear, the ability to rotate carpet tiles between high traffic and low traffic areas and to selectively replace worn tiles can significantly increase the average life and cost efficiency of the floorcovering. In addition, carpet tile facilitates access to sub-floor air delivery systems and telephone, electrical, computer and other wiring by lessening disruption of operations. It also eliminates the cumulative damage and unsightly appearance commonly associated with frequent cutting of conventional carpet as utility connections and disconnections are made. We believe that, within the overall floorcovering market, the worldwide demand for modular carpet is increasing as more customers recognize these advantages.

We use a number of conventional and technologically advanced methods of carpet construction to produce carpet tiles in a wide variety of colors, patterns, textures, pile heights and densities. These varieties are designed to meet both the practical and aesthetic needs of a broad spectrum of commercial interiors – particularly offices, healthcare facilities, airports, educational and other institutions, hospitality spaces, and retail facilities – and residential interiors. Our carpet tile systems permit distinctive styling and patterning that can be used to complement interior designs, to set off areas for particular purposes and to convey graphic information. While we continue to manufacture and sell a substantial portion of our carpet tile in standard styles, most of our modular carpet sales in the Americas and Asia-Pacific are custom or made-to-order products designed to meet customer specifications.

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In addition to general uses of our carpet tile, we produce and sell a specially adapted version of our carpet tile for the healthcare facilities market. Our carpet tile possesses characteristics — such as the use of the Intersept® antimicrobial, static-controlling nylon yarns, and thermally pigmented, colorfast yarns — which make it suitable for use in these facilities in place of hard surface flooring. Moreover, we launched our FLOR line of products to specifically target modular carpet sales to the residential market segment. We also have created modular carpet products specifically designed for each of the education, hospitality and retail market segments.

We also manufacture and sell two-meter roll goods that are structure-backed and offer many of the advantages of both carpet tile and broadloom carpet. These roll goods are often used in conjunction with carpet tiles to create special design effects. Our current principal customers for these products are in the education, healthcare and government market segments.

Modular Resilient Flooring

In 2016, we began offering a category of products we call modular resilient flooring, and our first product introductions into this category were LVT products in a four-city test market in the U.S. We recognize that our customers are buying multiple flooring types to service individual projects, while also looking to partner with fewer suppliers that can offer more products and services. In the annual Floor Focus survey described above,United States. LVT has been ranked as the number one “hot product” each of the past five years. Expanding our product portfolio to include modular resilient flooring, and specifically LVT, allows us to meet this growing demand and pursue new or incremental sales opportunities. LVT also shares many of the same attributes and benefits withas carpet tile, and we were able to leverage our experience in modular carpet tile in designingbut has a product specification to meet our aesthetic and performance standards. We also selectedresilient or hard surface instead of a reputable third party to manufacture the products to our specifications, thus allowing us to enter the product category with minimal capital commitments.

soft surface of yarn. In 2017, we launched our LVT products globally, beginning with the Level Set™ CollectionSet™ collection which includes 41is available in styles of tiles with printed top layers in a variety of aesthetic looks, including natural woodgrains and stones, textured woodgrains, and patterns. TheseOur LVT products are modular and come in sizes that match certain of our modular carpet plankstile squares and squares. They alsoplanks. Some of them are engineered to the same or similar height as our modular carpet, which means better coverage of irregularities in the sub-floor, lower sound transference from floor to floor, andour customers have the ability to install our LVT and modular carpet products side by side without transition strips or layering. In addition, some of our LVT products include a backing system that provides acoustic insulation without the Level Set Collectionneed for additional underlayment, which can reduce the impact of sound in the space where the flooring is constructedused.


Rubber Flooring
With the acquisition of nora in 2018, we began offering rubber flooring products under the established noraplan and norament brands which enhances the Company’s fast-growing resilient flooring portfolio. Rubber flooring is ideal for applications that require hygienic, safe flooring with the same type of backing as our carpet tiles.

strong chemical resistance. Rubber flooring is extremely durable compared to other flooring alternatives.


Other Productsand Services

We sell a proprietary antimicrobial chemical compound under the registered trademarkInterseptthatwe incorporatein allsome of our modular carpet products and have licensedto another company for use in air filters.products. We also sell our TacTiles carpet tile installation system, along with a variety of traditional adhesives and products for carpet installation and maintenance that are manufactured by a third party. In addition, we continue to manufacture and sell our Intercell® brand raised/access flooring product in Europe. We also continue to provide “turnkey” project management services for nationala number of global accounts and other large customers through our InterfaceSERVICESInterfaceSERVICES™ business.

Marketing and Sales

We have traditionally focused our carpet marketing strategy on major accounts, seeking to build lasting relationships with national and multinational end-users, and on architects, engineers, interior designers, contracting firms, and other specifiers who often make or significantly influence purchasing decisions. While most of our sales are in the corporate office segment, both new construction and renovation, we also emphasize sales in other segments, including retail space, government institutions, schools, healthcare facilities, tenant improvement space, hospitality centers, residences and home office space. Our marketing efforts are enhanced by the established and well-known brand names of our carpet products, including Interface andFLOR.

An important part of our marketing and sales efforts involves the preparation of custom-made samples of requested carpet designs, in conjunction with the development of innovative product designs and styles to meet the customer’s particular needs. In most cases, we can produce samples to customer specifications in less than five days, which significantly enhances our marketing and sales efforts and has increased our volume of higher margin custom or made-to-order sales. In addition, through our websites, we have made it easy to view and request samples of our products. We also use technology which allows us to provide digital, simulated samples of our products, which helps reduce raw material and energy consumption associated with our samples.

We primarily use our internal marketing and sales force to market our carpet products. In order to implement our global marketing efforts, we have product showrooms or design studios in the United States, Canada, Mexico, Brazil, Denmark, England, France, Germany, Spain, the Netherlands, India, Australia, Norway, United Arab Emirates, Russia, Singapore, Hong Kong, Thailand, China and elsewhere. We expect to open offices in other locations around the world as necessary to capitalize on emerging marketing opportunities.



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We distribute our products through two primary channels: (1) direct sales to end users;

Manufacturing and (2) indirect sales through independent contractors or distributors. In each case, we may also call upon architects, engineers, interior designers, contracting firms and other specifiers who often make or substantially influence purchasing decisions.

Manufacturing

Raw Materials


We manufacture carpet tile at twotwo locations in the United States and at facilities in the Netherlands, the United Kingdom, Thailand, China and Australia.

Having foreign manufacturing operations enables us to supply our customers with We also have manufactured carpet fromtile at a location in Thailand for many years, but in 2021 we announced that we are closing the location offeringThailand plant (anticipated closure at the most advantageous delivery times, duties and tariffs, exchange rates, and freight expense, and enhances our ability to develop a strong local presence in foreign markets. We believe that the ability to offer consistent products and services on a worldwide basis at attractive prices is an important competitive advantage in servicing multinational customers seeking global supply relationships. We will consider additional locations for manufacturing operations in other partsend of the world as necessary to meet the demandsfirst quarter of customers2022). We manufacture rubber flooring in international markets.

Germany.


Our raw materials are generally available from multiple sources both regionally and globally with the exception of synthetic fiber (nylon yarn).  For yarn, we principally rely upon two major global suppliers, but we also have significant relationships with at least two other suppliers.  Although our number of principal yarn suppliers is limited, we do have the capability to manufacture carpet using face fiber produced from two separate polymer feedstocks nylon 6 and nylon 6,6 which provides additional flexibility with respect to yarn supply inputs, if needed. Our global sourcing strategy, including with respect to our principal yarn suppliers and dual polymer manufacturing capability, allows us to help guard against any potential shortages of raw materials or raw material suppliers in a specific polymer supply chain.

We have a flexible-inputs carpet backing line, which For rubber flooring, the key polymer raw materials are available from multiple sources, and we call “Cool Blue™”, at our modular carpet manufacturing facility in LaGrange, Georgia. Using next generation thermoplastic technology, the custom-designed backing line dramatically improves our ability to keep reclaimedcan source both synthetic and waste carpet in the production “technical loop,”natural rubber depending on product specification and further permits us to explore other plastics and polymers as inputs. material availability.


We also have technology that more cleanly separates the face fiber and backing of reclaimed and waste carpet, thus making it easier to recycle some of its components and providing a purer supply of inputs for the Cool Blue process.our CQuestGB carpet backing. This technology, which is part of our ReEntry®2.0 carpet reclamation program, allows us to send some of the reclaimed face fiber back to our fiber supplier to be blended with virgin or other post-industrial materials and extruded into new fiber.

The environmental management systems of our floorcovering manufacturing facilities in LaGrange,, Georgia, West Point, Georgia, Northern Ireland, the Netherlands, Thailand (anticipated closure at the end of the first quarter of 2022), China and Australia are certified under International Standards Organization (ISO) Standard No. 14001.

Our significant international operations are subject Nora’s manufacturing facility, which is located in Weinheim, Germany, is ISO14001 certified as well and sells the majority of its products with the Blauer Engel label. Blauer Engel is the leading German institute that recognizes products that have environmentally friendly aspects.


Sales and Marketing

We distribute our products through two primary channels: (1) direct sales to various political, economicend users; and (2) indirect sales through independent contractors, installers and distributors. We have traditionally focused our carpet marketing strategy on major accounts, seeking to build lasting relationships with national and multinational end-users, and on architects, interior designers, engineers, contracting firms, and other uncertainties,specifiers who often make or significantly influence purchasing decisions. While the corporate office market segment, including risksnew construction and renovation, is our largest, we also emphasize sales in other market segments, including schools and educational facilities, government institutions, retail space, healthcare facilities, tenant improvement space, hospitality centers, residences and home office space. Our marketing efforts are enhanced by the established and well-known brand names of restrictive taxation policies, foreign exchange restrictions, changing political conditionsour carpet products, including Interface and governmental regulations.FLOR, as well as the strength of the nora rubber flooring brands of noraplan and norament.
An important part of our marketing and sales efforts involves the preparation of custom-made samples of requested carpet designs, in conjunction with the development of innovative product designs and styles to meet the customer’s particular needs. In most cases, we can produce samples to customer specifications in less than five days, which significantly enhances our marketing and sales efforts and has increased our volume of higher margin made-to-order or custom sales. In addition, through our websites, we have made it easy to view and request samples of our products. We also receive a substantial portionuse technology which allows us to provide digital, simulated samples of our products, which helps reduce raw material and energy consumption associated with our samples.
We primarily use our internal marketing and sales force teams to market our flooring products. In order to implement our global marketing efforts, we have product showrooms or design studios in the United States, Mexico, England, France, Germany, Spain, the Netherlands, India, Australia, United Arab Emirates, Russia, Singapore, Hong Kong, Thailand, China and elsewhere. We may open offices in other locations around the world as necessary to capitalize on emerging marketing opportunities.

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Business Strategy and Principal Initiatives

Our business strategy is to continue to use our leading position in modular carpet, product design and global made-to-order capabilities as a platform from which to position our modular carpet, LVT products and rubber flooring products across several industry segments.

We will seek to increase revenues in currencies other than U.S. dollars, which makes us subjectand profitability by pursuing the following key initiatives:

Continue to Penetrate Non-Corporate Office Market Segments. We plan to continue our strategic focus on product design and marketing and sales efforts for non-corporate office market segments such as government, education, healthcare, hospitality, and residential living. We began this initiative as part of a market diversification strategy to reduce our exposure to the risks inherenteconomic cyclicality of the corporate office segment, and it has become a principal strategy generally for growing our business and enhancing profitability.  

Develop aSubstantialResilient Flooring Business. Building upon the success of our products in currency translations. Althoughthe high growth LVT market, we plan to expand our LVT product offerings while also seeking to introduce new products in the resilient flooring category, such as rigid core LVT that was launched in early 2022. We believe our ability to manufactureoffer and shipsell our soft and hard surfaces in an integrated flooring design helps meet the needs of our customers by complementing and enhancing our carpet tile portfolio with true modular installation, no transition strips between surfaces, carpet tile and resilient products that are in some cases the same size and shape, and favorable acoustic properties. Our acquisition of nora, with its rubber flooring products, is also a key component of our strategy in this area.

Sustain Leadership in Product Design and Development. Our CQuest backings, Embodied Beauty collection, and our plank, Skinny Plank, and i2 products and TacTiles installation system have confirmed our position as an innovation leader in modular carpet. We will continue initiatives to sustain, augment and capitalize upon that strength to continue to increase our market share in targeted market segments. Our Climate TakeBack initiative, which was advanced in 2020 with the launch of our first ever cradle-to-gate carbon negative carpet tile, and our Mission Zero initiative promote our commitment to the pursuit of sustainability.

Seasonality
Historically, sales in our first quarter had typically been our lowest quarter while our fourth quarter sales had typically been our best quarter, as sales generally increased throughout the course of the fiscal year.  However, in more recent years up through 2019, as our sales efforts and results in the education and other non-corporate office market segments increased, our second and third quarter sales sometimes were the highest. In 2020, our first quarter sales were the highest quarter, as the COVID-19 pandemic escalated and more severely impacted the remainder of the year. In 2021, our fourth quarter sales were the highest quarter as certain countries rebounded from facilities in several foreign countries reduces the riskseconomic impacts of foreign currency fluctuations we might otherwise experience, we also engage from time to time in hedging programs intended to further reduce those risks.

the COVID-19 pandemic over the course of the year.


Competition

We compete, on a global basis, in the sale of our modular carpet products with other carpet manufacturers and manufacturers of vinyl and other types of floorcoverings, including broadloom carpet. Although the industry has experienced significant consolidation, a large number of manufacturers remain in the industry. We believe we are the largest manufacturer of modular carpet in the world. However, aA number of domestic and foreign competitors manufacture modular carpet as one segment of their business, and some of these competitors have financial resources greater than ours. In addition, some of the competing carpet manufacturers have the ability to extrude at least some of their requirements for fiber used in carpet products, which decreases their dependence on third party suppliers of fiber.


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We believe the principal competitive factors in our primary floorcovering markets are brand recognition, quality, design, service, broad product lines, product performance, marketing strategy, pricing and pricing.sustainability. In the corporate office market segment, modular carpet competes with various floorcoverings of whichincluding broadloom carpet, is the most common. LVT and polished concrete. We believe the quality, service, design, better and longer average product performance, flexibility (design options, selective rotation or replacement, use in combination with our LVT or roll goods)resilient products), environmental footprint and convenience of our modular carpet are our principal competitive advantages.


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We believe we have competitive advantages in several other areas as well. First, having both an internal design staff as well as our relationship with David Oakey Designs allows us to introduce numerous innovative and attractive carpet tile and LVTresilient products to our customers. Additionally, we believe that our global carpet tile manufacturing capabilities are an important competitive advantage in serving the needs of multinational corporate customers. We believe that the incorporation of theIntersept antimicrobial chemical agent into the backing of some modular carpet products enhances our ability to compete successfully across allsome of our market segments generally, and specifically with resilient tile in the healthcare market.

In addition, we believe that our environmentalsegments.

Our sustainability goals and commitment to eliminate our negative impact on the environment by 2020 isare a brand-enhancing, competitive strength as well as a strategic initiative. Our customers are increasingly concerned about the environmental and broader ecological implications of their operations and the products they use in them. Our leadership, knowledge and expertise in the area, especially in the “green building” movement and related environmental certification programs, resonate deeply with many of our customers and prospects around the globe. Our modular carpet products historically have had inherent installation and maintenance advantages that have translated into greater efficiency and waste reduction. We are using raw materials and production technologies, such as our Cool Blue backing line and our ReEntry 2.0 reclaimed carpet separation process and our new CQuest backings, that directly reduce the adverse impact of those operations on the environment and limit our dependence on petrochemicals.


Product Design, Research and Development

We maintain an active research and development, product development and design staff of approximately 80150 people and also draw on the research and development efforts of our suppliers, particularly in the areas of fibers, yarns and modular carpet backing materials. Our research and development costs were $14.0 million, $14.3 million, and $14.5 million in 2017, 2016, and 2015, respectively.

OurThe research and development team provides us with technical support and advanced materials research and development for us. The team assisted in the development of ourpost-consumer recycled content, polyvinyl chloride, or PVC, extruded sheet process that has been incorporated into our GlasBacRE modular carpet backing. Our post-consumer recycled content PVC extruded sheet exemplifies our commitment to “closing-the-loop” in recycling. More recently, this team developed our TacTiles carpet tile installation system, which uses small squares of adhesive plastic film to connect intersecting carpet tiles. The team also helped implement our Cool Blue flexible inputs backing line and our ReEntry 2.0 reclaimed carpet separation technology and post-consumer recycling technology for nylon face fibers. With a goal of supporting sustainable product designs in floorcoverings applications, we continue to evaluate bio-based and renewable polymers for use in our products. Our research and development team also supports the dissemination, consultancies and technical communication of our global sustainability endeavors. This team also provides all biochemical and technical support to Intersept antimicrobial chemical product initiatives.

development. Innovation and increased customization in product design and styling are the principal focus of our product development efforts,, and this focus has led to several design breakthroughs such as our CQuest backings, plank and Skinny PlankSkinny Plank products, as well as our i2 product line. Our carpet design and development team is recognized as an industry leader in carpet design and product engineering for the commercial and institutional markets.


David Oakey Designs provides carpet design and consulting services to us pursuant to a consulting agreement, and this firm augments our internal research, development and design staff. David Oakey Designs’ services under the agreement include creating commercial carpet designs for use by our modular carpet businesses throughout the world, and overseeing product development, design and coloration functions for our modular carpet business in North America. The agreement can be terminated by either party upon six months prior written notice to the other party. David Oakey Designs also contributed

In 2020, we launched our first ever cradle-to-gate carbon negative carpet tile. Our goal is to our ability to efficiently produce many products from a single yarn system. Our mass customization production approach evolved, in major part, from this concept and increases the number and variety of product designs, which in turn enables us to offer products with competitive margins.

the lowest carbon footprint possible and products that help maintain a climate fit for life. Our carbon negative carpet tile features carbon negative materials in the CQuestBioX backing in combination with specialty yarns and tufting processes. We have developed innovative ways to work with recycled content and bio-based materials, which has led us to make carpet tiles that store carbon, preventing its release into the atmosphere.

For our nora rubber flooring products, the innovation focus is on performance and design. A recent innovation is the fast growing self-adhesive nTx solution for nora tiles and sheet goods. Recent step changes in design are noraplan Iona introducing a rubber on rubber print, noraplan valua introducing natural woodlike colors and embossing, and noraplan unita that incorporates real granite parts in a rubber floor. The combination of performance and design makes nora the recognized market leader in rubber flooring.

Environmental and Sustainability Initiatives

In the latter part of 1994, we commenced a

Our sustainability strategy within our business that we now call Mission Zero,began more than 25 years ago with initiatives aimed at reducing waste, environmental footprint and costs. Mission Zero, which includesWith our QUEST waste reduction initiative, is directed towards the elimination of energy and raw materials waste in our businesses, and, on a broader and more long-term scale, the practical reclamation — and ultimate restoration — of shared environmental resources. The initiative involves a commitment by us:

We have engaged some of the world’s leading authorities on global ecology as environmental advisors. The list of advisors includes: Paul Hawken, author of The Ecology of Commerce: A Declaration of Sustainability and The Next Economy, and co-author of Natural Capitalism: Creating the Next Industrial Revolution; Amory Lovins, energy consultant and co-founder of the Rocky Mountain Institute; Bill Browning, fellow and former director of the Rocky Mountain Institute’s Green Development Services; Janine M. Benyus, author of Biomimicry; and Bob Fox, renowned architect.

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As more customers in our target markets share our view that sustainability is an important factor in making purchasing and design decisions, and not just good deeds, our acknowledged leadership position should strengthen our brands and provide a differentiated advantage in competing for business. To further raise awareness of our goal of becoming sustainable, we launched our Mission Zero global branding initiative, which represents our mission to eliminate any negative impact our companies may have on the environment by the year 2020. In 2016, we launched the recent Climate TakeBack initiative, in which we seek to lead industry in designing and making products in ways that will maintain a climate fit for life. Our Mission Zeroand Climate Take Back logos appear logo appears on many of our marketing and merchandising materials distributed throughout the world.

With our new CQuestGB, CQuestBio and CQuestBioX backings, we are able to use more bio-based and recycled materials. As more customers in our target markets share our view that sustainability is an important factor, it will become a determining factor in purchasing and design decisions. In 2021, we set a goal to reduce our CO2 emissions across our Company and supply chain by 2030 with a target validated by the Science Based Targets Initiative. Our targets are to reduce our absolute Scope 1 and 2 greenhouse gas emissions 50% by 2030 from a 2019 base year, and to reduce our absolute Scope 3 greenhouse gas emissions from purchased goods and services 50% and from business travel and employee commuting 30% by 2030 from a 2019 base year.


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A high pointhighlight in our pursuit of sustainability has beenwas our creation with the Zoological Society of London of a program called Net-Works®Net-Works® in which we’vewe worked with communities in the Philippines to collect discarded fishing nets that are damaging a large coral reef, and divert them to our yarn supplier where they are recycled into new carpet fiber. Net-Works provides a source of income for members of these communities in the Philippines, while also cleaning up the beaches and waters where they live and work. Our Net Effect Collection of carpet tile products, among others, contains yarn that is partly made from the recycled fishing nets collected through the Net-Works program. Through 2017, this program has collected more than 142 tons of discarded fishing nets. Net-Works is a big step in redesigning our supply chain from a linear take-make-waste process toward a closed loop system, and it advances our ultimate goal of becoming a restorative enterprise.


Compliance with Government Regulations
We are subject to various federal, state and foreign laws and regulations that address various aspects of our business such as worker safety (including but not limited to safety measures in response to the COVID-19 pandemic), privacy, trade sanctions and anticorruption. In addition, our operations are subject to laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. The costs of complying with these laws and regulations have not had a material adverse impact on our financial condition or results of operations in the past and are not expected to have a material adverse impact in the future. The environmental management systems of our floorcovering manufacturing facilities in LaGrange, Georgia, West Point, Georgia, Northern Ireland, the Netherlands, Thailand (anticipated closure at the end of the first quarter of 2022), China, Germany and Australia are certified under ISO Standard No. 14001.

Backlog

Our backlog of unshipped orders was approximately $122.9 $215.6 million at February 11, 2018,6, 2022, compared with approximately $107.8$177.7 million at February 12, 2017.7, 2021. Historically, backlog is subject to significant fluctuations due to the timing of orders for individual large projects and currency fluctuations. AllDisruptions in supply and distribution chains, global travel restrictions and government shelter in place orders due to the impact of the backlog orders at February 11, 2018 are expected to be shipped during the succeeding six to nine months.

COVID-19 have resulted in delays of construction projects and flooring installations in many regions worldwide, which also have caused fluctuations in our backlog.

Patents and Trademarks

We own numerous patents in the United States and abroad on floorcovering products and on manufacturing processes. The duration of United States patents is between 14 and 20 years from the date of filing of a patent application or issuance of the patent; the duration of patents issued in other countries varies from country to country. We maintain an active patent and trade secret program in order to protect our proprietary technology, know-how and trade secrets. Although we consider our patents to be very valuable assets, we consider our know-how and technology even more important to our current business than patents, and, accordingly, believe that expiration of existing patents or non-issuance of patents under pending applications would not have a material adverse effect on our operations.

We also own many trademarks in the United States and abroad. In addition to the United States, the primary jurisdictions in which we have registered our trademarks are the European Union, Canada, Australia, New Zealand, Japan, and various countries in Central America, South America and Asia. Some of our more prominent registered trademarks include:Interface, FLOR, Intersept, GlasBac, Mission Zero, CQuest, Climate Take Back, nora, norament, noraplan, nTX solution, noraplan unita, noraplan valua, and Net-Works.TacTiles.Trademark registrations in the United States are valid for a period of 10 years and are renewable for additional 10-year periods as long as the mark remains in actual use. The duration of trademarks registered in other jurisdictions varies.

Financial Information

Human Capital

Interface is a purpose-driven company with a passionate team that shares a unique set of values. We strive to do the right thing and to be generous to people and the planet. We are committed to an equitable and inclusive culture and achieve this by Operating Segmentsliving our values. Our core values represent who we are, how we see the world, how we treat each other and Geographic Areas

The Notes to Consolidated Financial Statements appearing in Item 8our external customers and stakeholders, and how we approach our work every day. These core values are:


Design a better way;
Be genuine and generous;
Inspire others;
Connect the whole; and
Embrace tomorrow, today.

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Table of this Report set forth information concerning our sales and long-lived assets by geographic areas, which are also our operating segments. We have only one reporting segment.

Employees

Contents

At December 31, 2017,January 2, 2022, we employed a total of 3,0923,646 employees worldwide. Of such employees, 1,781total, 1,463 were clerical, staff, sales, supervisory and management personnel and 1,3112,183 were manufacturing personnel. We also utilized the services of 227251 temporary personnel as of December 31, 2017.

January 2, 2022.

Some of our production employees in Australia, and the United Kingdom and China are represented by unions. In the Netherlands, a Works Council, the members of which are Interface employees, is required to be consulted by management with respect to certain matters relating to our operations in that country, such as a change in control of Interface Europe B.V. (our modular carpet subsidiary based in the Netherlands), and the approval of the Works Council is required for some of our actions, including changes in compensation scales or employee benefits. The majority of our employees in Germany are represented by a Works Council as well. Our management believes that its relations with the Works Council,Councils, the unions and all of our employees are good.


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Environmental Matters

Information About Our operations are subject to laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. The costs of complying with environmental protection laws and regulations have not had a material adverse impact on our financial condition or results of operations in the past and are not expected to have a material adverse impact in the future. The environmental management systems of our floorcovering manufacturing facilities in LaGrange, Georgia, West Point, Georgia, Northern Ireland, the Netherlands, Thailand, China and Australia are certified under ISO Standard No. 14001.

Executive Officers of the Registrant

Our executive officers, their ages as of December 31, 2017,January 2, 2022, and their principal positions with us are set forth below. Executive officers serve at the pleasure of the Board of Directors.

Name

Age

Principal Position(s)

Jay D. Gould

Name

58

Age

Principal Position(s)

Daniel T. Hendrix67President and Chief Executive Officer

Robert A. Coombs

59

Senior Vice President (President - Asia-Pacific)

David B. Foshee

47

51

Vice President, General Counsel and Secretary

Bruce A. Hausmann

48

52

Vice President and Chief Financial Officer

Matthew J. Miller

James Poppens

49

57

Vice President (President - Americas)

Kathleen R. Owen

54

Vice President and Chief Human Resources Officer

J. Chadwick Scales

54

Vice President and Chief Marketing, Innovation & Design Officer

Nigel Stansfield

50

54

Vice President (President - Europe)

Europe, Africa, Australia, and Asia)


Mr. Gould Hendrixjoined us as Executive Vice President and Chief Operating Officer in January 2015, was promoted to President and Chief Operating Officer in January 2016, and was promoted to Chief Executive Officer effective March 3, 2017. From 2012 to January 2015, Mr. Gould was the Chief Executive Officer of American Standard Brands,1983 after having worked previously for a kitchen and bath products company. Prior to his employment with American Standard Brands, Mr. Gould held senior executive roles at Newell Rubbermaid Inc., a global marketer of consumer and commercial products, serving as President of its Home & Family business group from 2008 to 2012 and President of its Parenting Essentials business group from 2006 to 2008. He also previously held executive level positions at The Campbell Soup Company (2002-2006) and The Coca-Cola Company (1995-2002).

Mr. Coombs originally worked for us from 1988 to 1993 as a marketing manager for our Heuga carpet tile operations in the United Kingdom and later for all of our European floorcovering operations. In 1996, Mr. Coombs returned to us as Managing Director of our Australian operations. He was promoted in 1998 to Vice President-Sales and Marketing, Asia-Pacific, with responsibility for Australian operations and sales and marketing in Asia, which was followed by a promotion to Senior Vice President, Asia-Pacific.national accounting firm. He was promoted to Treasurer in 1984, Chief Financial Officer in 1985, Vice President-Finance in 1986, Senior Vice President European Sales, in May 1999 and SeniorOctober 1995, Executive Vice President European Salesin October 2000, and Marketing, in April 2000. In February 2001, he was promoted to President of Interface Overseas Holdings, Inc. with responsibility for all of our floorcoverings operations in both Europe and the Asia-Pacific region, and he became a Vice President of Interface. In September 2002, Mr. Coombs relocated back to Australia, retaining responsibility for our floorcovering operations in the Asia-Pacific region while another executive assumed responsibility for floorcovering operations in Europe. Mr. Coombs was promoted to Senior Vice President of InterfaceChief Executive Officer in July 2008.

2001. He was elected to the Board in October 1996 and has served on the Executive Committee of the Board since July 2001. In October 2011, Mr. Hendrix was elected as Chairman of the Board of Directors. Mr. Hendrix retired from the positions of President and Chief Executive Officer in March 2017 (while remaining Chairman of the Board), and subsequently was re-elected as President and Chief Executive Officer in January 2020.


Mr. Foshee, who previously practiced with an Atlanta-based international law firm, joined us in October 1999 as Associate Counsel. He was promoted to Assistant Secretary in April 2002, Senior Counsel in April 2006, Assistant Vice President in April 2007, Vice President in July 2012, Associate General Counsel in May 2014, and Secretary and General Counsel in January 2017.

Mr. Hausmann joined us in April 2017 as Vice President and Chief Financial Officer.  He came to us from the food, facilities and uniform services supplier Aramark Corporation, where he served as Senior Vice President and Chief Financial Officer for Aramark’s Uniform business unit since 2009, and for Aramark’s Refreshment Services business unitDirect Store Delivery segment since 2014.  Prior to joining Aramark, he served as Vice President and Segment Controller for the Interactive Media Group of The Walt Disney Company, which he joined in 2002.  He has also previously held finance and controller positions with several software and internet companies.

companies and is a certified public accountant (inactive status) in the State of California.


Mr. Miller Poppensjoined us in June 2015 as Vice President and Chief Strategy Officer, and became President2017 to lead the restructuring of our AmericasFLOR business in June 2016. He came to Interface from American Standard Brands, where he was Senior Vice President of Innovation and Strategy from April 2013 to May 2015. Mr. Miller also was an independent consultant to American Standard Brands from February 2012 to April 2013. Previously, he served as Global Vice President-Finance of the Juvenile Products Segment of Newell Rubbermaid Inc. from 2008 to 2011, and as Director of Strategy and Corporate Development for Newell Rubbermaid from 2006-2008. He also has worked with a number of other global organizations, including Kraft Foods and Zyman Group.

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Ms. Owen joined us in June 2015 as Vice President and Chief Human Resources Officer. Ms. Owen is responsible for the development and oversight of human resources strategies and initiatives for talent management, organization development, learning, compensation, culture and diversity for Interface associates, globally. She came to Interface from Taylor Morrison Home Corporation, a publicly traded North American real estate developer and home builder, where shethen served as Vice President of Human Resources from June 2005 to December 2014. Prior to that, she held several human resources positions with experience across the U.S.Corporate Marketing and Europe with companies including McKesson Technology Solutions, Check-Free Corporation and Lanier Worldwide.

Mr. Scales joined us in April 2016 as Vice President and Chief Innovation Officer with responsibility for the Company’s innovation strategy and platforms globally. In August 2016, he also becamewas responsible for the Company’s marketing and designglobal Interface brand, digital strategy, andglobal product commercialization planning as well as leading the FLOR business. He was named Chief Marketing, Innovation and Design Officer. Prior to Interface, Mr. Scales served as Senior Vice President and General Manager for the Consumer Packaged Goods division of FOCUS Brands Inc.our Americas business in February 2020. Prior to joining FOCUS Brands,us, Mr. Scales was Global Vice PresidentPoppens held leadership roles at Newell Rubbermaid, Kellogg Company, REI, and Coca-Cola.



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Table of Marketing and Innovation for The Coca-Cola Company, and before that held a number of leadership positions with Unilever PLC.

Contents

Mr. Stansfield was the Operations Manager for Firth Carpets (our former European broadloom operations) at the time it was acquired by us in 1997.  For two years following that acquisition, Mr. Stansfield served as Manufacturing Systems Manager, part of a global project team that designed and implemented MRP manufacturing software systems at seven of our manufacturing plants.  In 1999, he returned to Firth Carpets as Operations Director.  In 2002, he became a member of our European research and development team focusing on our sustainability initiatives, and in 2004, he became Product and Innovations Director for all of our European Operations.  In 2010, he joined our European management team as Senior Vice President of Product, Design and Innovation, before being named Vice President and Chief Innovations Officer for the Company in March 2012.  In December 2016, he became President of our business serving Europe, the Middle East and Africa.   

Africa, and in January 2019 he assumed responsibility for the Asia-Pacific region as well.  

Available Information

We make available free of charge on or through our Internet website our annual reportAnnual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our Internet address is http://www.interface.com. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including the Company) file electronically with the SEC. The SEC’s website is http://www.sec.gov.

Interface, Inc. was incorporated in 1973 as a Georgia corporation.


Forward-Looking Statements

This report on Form 10-K contains “forward-looking statements” within the meaning of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Any forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. We undertake 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. 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 below in Item 1A, “Risk Factors”.

Factors.”
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ITEM 1A. RISK FACTORS

You should carefully consider the following factors, in addition to the otherinformation included in thisAnnual Report on Form 10-K and the other documents incorporated herein by reference,beforedeciding whether to purchase or sell our common stock.stock.Any or all of the following risk factors could have a material adverse effecton our business, financial condition, results of operations and prospects.

Sales

Risk Factors Related to COVID-19

The COVID-19 pandemic could have a material adverse effect on our ability to operate, our ability to keep employees safe from the pandemic, our results of operations, financial condition, liquidity, capital investments, our near term and long term ability to stay in compliance with debt covenants under our Syndicated Credit Facility and Senior Notes, our ability to refinance our existing indebtedness, and our ability to obtain financing in capital markets.

The COVID-19 pandemic continues to impact areas where we operate and sell our products and services. The COVID-19 pandemic and similar issues in the future could have a material adverse effect on: our ability to operate; our ability to keep employees safe from the pandemic; our results of operations, financial condition, liquidity and capital investments; our near term and long term ability to stay in compliance with debt covenants under our Syndicated Credit Facility and Senior Notes; our ability to refinance our existing indebtedness; and our ability to gain financing in the capital markets.


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Public health organizations have recommended, and many governments have implemented, measures from time to time during the pandemic to slow and limit the transmission of the virus, including certain business shutdowns and shelter in place and social distancing requirements. Such preventive measures, or others we may voluntarily put in place, may have a material adverse effect on our business for an indefinite period of time, such as: the potential shut down of certain locations; decreased employee availability; employee reluctance to receive COVID-19 vaccinations, whether recommended or potentially required; increased overtime and temporary labor costs; potential border closures; and disruptions to the businesses of our selling channel partners, and others. We may also experience continued manufacturing personnel shortages, which may adversely affect our ability to manufacture our products.

Our suppliers and customers also have faced these and other challenges, which have led to disruption in our supply chain, raw material inflation, the inability to obtain sufficient raw materials necessary to produce our products, increased shipping and transport costs, as well as decreased construction and renovation spending and decreased demand for our products and services. These issues may also materially affect our current and future access to sources of liquidity, particularly our cash flows from operations, and access to financing from the capital markets. Although these disruptions may continue to occur, the long-term economic impact and near-term financial impacts of the COVID-19 pandemic, including but not limited to, potential near-term or long-term risk of asset impairment, restructuring, and other charges, cannot be reliably quantified or estimated at this time due to the uncertainty of future developments.

Sales of our principal products have been and may continue to be affected by the COVID-19 pandemic, adverse economic cycles, and effects in the new construction market and renovation and construction of commercial and institutional buildings.

market.


Sales of our principal products are related to the renovation and construction of commercial and institutional buildings. This activity is cyclical and has been affected by the strength of a country’scountry’s or region’s general economy, prevailing interest rates and other factors that lead to cost control measures, or reduction in the use of space, by businesses and other users of commercial or institutional space. TheFor example, the COVID-19 pandemic may have cyclical and structural impacts on this activity resulting from job losses for office workers, reductions in the use of coworking spaces, and increases in the number of people working from home. As the COVID-19 pandemic continues, the future of the office, and what the office of the future might look like, is being highly debated by senior executives, commercial real estate firms, architects, designers and other global experts which could adversely affect the amount of money that customers spend on our products. In addition, the effects of cyclicality uponand other factors affecting the corporate office segment tendhave traditionally tended to be more pronounced than the effects upon the institutional segment.on other market segments. Historically, we have generated more sales in the corporate office segment than in any other market.segment. The effects of cyclicality uponand other factors on the new construction segment of the market have also tendtended in the past to be more pronounced than the effects uponon the renovation segment. These effects may recur and could be more pronounced if global economic conditions do not improve or are weakened.

weakened by negative cycles or other factors, including as a result of the continuing COVID-19 pandemic.



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Our earnings could be adversely affected by non-cash adjustments to goodwill, when a test of goodwill assets indicates a material impairment of those assets.

As prescribed by accounting standards governing goodwill and other intangible assets, we undertake an annual review of the goodwill asset balance reflected in our financial statements. Our review is conducted during the fourth quarter of the year, unless there has been a triggering event prescribed by applicable accounting rules that warrants an earlier interim testing for possible goodwill impairment. A future goodwill impairment test may result in a future non-cash adjustment, which could adversely affect our earnings for any such future period.

We recorded a goodwill and intangible asset impairment loss of $121.3 million in the first quarter of 2020 primarily as a result of the expected duration of the COVID-19 pandemic and its anticipated negative impact to our revenue and operating income. Future impairment charges could result if these expectations change or the COVID-19 pandemic continues for an extended period.

International Risk Factors

Our substantial international operations are subject to various political, economic and other uncertainties that could adversely affect our business results, including foreign currency fluctuations, restrictive taxation, custom duties, border closings or other adverse government regulations.

We have substantial international operations and intend to continue to pursue and commit resources to growth opportunities beyond the United States. Outside of the United States, we maintain manufacturing facilities in the Netherlands, the United Kingdom, China, Thailand (anticipated closure at the end of the first quarter of 2022), Australia and Germany, in addition to product showrooms or design studios in Mexico, England, France, Germany, Spain, the Netherlands, India, Australia, United Arab Emirates, Russia, Singapore, Hong Kong, Thailand, China and elsewhere. In 2021, approximately half of our net sales and a significant portion of our production were outside the United States, primarily in Europe and Asia-Pacific.

International operations carry certain risks and associated costs, such as: the complexities and expense of administering a business abroad; complications in compliance with, and unexpected changes in, legal and regulatory restrictions or requirements; foreign laws, international import and export legislation; trading and investment policies; economic and political instability in the global markets; foreign currency fluctuations; exchange controls; increased nationalism and protectionism; crime and social instability; tariffs and other trade barriers; difficulties in collecting accounts receivable; potential adverse tax consequences and increasing tax complexity or changes in tax law associated with operating in multiple tax jurisdictions; uncertainties of laws and enforcement relating to intellectual property and privacy rights; difficulty in managing a geographically dispersed workforce in compliance with diverse local laws and customs, including health and safety regulations and wage and hour laws; potential governmental expropriation (especially in countries with undemocratic or authoritarian ruling parties); and other factors depending upon the jurisdiction involved. There can be no assurance that we will not experience these risks in the future.

Risks include, for example, the uncertainty surrounding the ongoing implementation and effect of the United Kingdom’s exit from the European Union described below, including changes to the legal and regulatory framework that apply to the United Kingdom and its relationship with the European Union. We conduct business in Russia and Ukraine, which subjects us to risks inherent with current geopolitical tensions between the two countries.

We also make a substantial portion of our net sales in currencies other than U.S. dollars (approximately half of 2021 net sales), which subjects us to the risks inherent in currency translations. The scope and volume of our global operations make it impossible to eliminate completely all foreign currency translation risks as an influence on our financial results.


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In addition, due to our global operations, we are subject to many laws governing international relations and international operations, including laws that prohibit improper payments to government officials and commercial customers and that restrict where we can do business, what information or products we can import and export to and from certain countries and what information we can provide to a non-U.S. government. These laws include but are not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, the Mexican National Anticorruption System (Sistema Nacional Anticorrupción, or “SNA”), the U.S. Export Administration Act and U.S. and international economic sanctions and money laundering regulations. We have internal policies and procedures relating to compliance with such regulations; however, there is a risk that such policies and procedures will not always protect us from the improper acts of employees, agents, business partners or representatives, particularly in the case of recently acquired operations that may not have significant training in applicable compliance policies and procedures. Violations of these laws, which are complex, may result in criminal penalties, sanctions and/or fines that could have an adverse effect on our business, financial condition and results of operations and reputation. In addition, we are subject to antitrust laws in various countries throughout the world. Changes in these laws or their interpretation, administration or enforcement may occur over time. Any such changes may limit our future acquisitions, divestitures or operations.

Finally, we may not be aware of all the factors that may affect our business in foreign jurisdictions. The risks outlined above, and others specific to certain jurisdictions that we may not be aware of, could adversely and materially affect our business and results.
The uncertainty surrounding the ongoing implementation and effect oftheU.K.’s exit from the European Union,and related negative developments in the European Unioncould adversely affect our business, results of operations or financial condition.
In 2016, voters in the U.K. approved an exit from the European Union via a referendum (commonly referred to as “Brexit”). The U.K. ceased to be a member of the European Union on January 31, 2020. In December 2020, the U.K. and the European Union agreed on a trade and cooperation agreement. Because the agreement merely sets forth a framework in many respects and will require complex additional bilateral negotiations between the U.K. and the European Union as both parties continue to work on the rules for implementation, significant political and economic uncertainty remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. The uncertainty leading up to and following Brexit has had, and the ongoing implementation of Brexit may continue to have, a negative impact on our business and demand for our products in Europe, and particularly in the U.K. Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions and regulatory agencies. Brexit could also have the effect of disrupting the free movement of goods, services, and people between the U.K., the European Union and elsewhere. In addition, Brexit has had a detrimental effect, and could have further detrimental effects, on the value of either or both of the Euro and the British Pound sterling, which could negatively impact our business (principally from the translation of sales and earnings in those foreign currencies into our reporting currency of U.S. dollars). Such a development could have other unpredictable adverse effects, including a material adverse effect on demand for office space and our flooring products in the U.K. and in Europe if the U.K. exit leads to economic difficulties in Europe.

Risk Factors Related to our Indebtedness

We have a substantial amount of debt, which could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our debt.

We have a substantial amount of debt and debt service requirements. As of January 2, 2022, we had approximately $525.1 million of outstanding debt, and we had $290.9 million of undrawn borrowing capacity under our existing credit facility.

This level of debt could have significant consequences on our future operations, including:

making it more difficult for us to meet our payment and other obligations under our outstanding debt;
resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable;
reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions or strategic investments and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
subjecting us to the risk of increasing interest expense on variable rate indebtedness, including borrowings under our existing credit facility;
limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy;
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placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged;
limiting our ability to attract certain investors to purchase our common stock due to the amount of debt we have outstanding; and
limiting our ability to refinance our existing indebtedness as it matures.

In addition, borrowings under our credit facility have variable interest rates, and therefore our interest expense will increase if the underlying market rates (upon which the variable interest rates are based) increase.

Furthermore, on July 27, 2017, the U.K. Financial Conduct Authority (the “FCA”), which regulates the London interbank offered rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. Specifically, the FCA stopped publishing one week and two month U.S. dollar LIBOR rates as of December 31, 2021, and the remaining U.S. dollar LIBOR rates will cease to be published on June 30, 2023. The Federal Reserve Bank of New York began publishing the Secured Overnight Financing Rate (“SOFR”) in April 2018 as an alternative for LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. A transition away from the widespread use of LIBOR to SOFR or another benchmark rate may occur over the course of the next few years. We have exposure to LIBOR-based financial instruments, namely our existing credit facility which has variable (or floating) interest rates based on LIBOR. This facility allows for the use of an alternative benchmark rate if LIBOR is no longer available. In December 2021, we amended our existing credit facility to replace LIBOR with a successor rate for loans denominated in euros or British Pound sterling. At this time, we cannot predict the overall effect of the modification or discontinuation of LIBOR on our U.S. dollar denominated loans under the existing credit facility or the establishment of alternative benchmark rates.

Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our debt.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our operations to pay our indebtedness.

Our ability to generate cash in order to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive, legislative, regulatory and other factors beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in our existing credit facility and our other financing agreements, including the indenture governing the Senior Notes, and other agreements we may enter into in the future. Specifically, we will need to maintain certain financial ratios under our existing credit facility. Our business may not continue to generate sufficient cash flow from operations in the future and future borrowings may not be available to us under our existing revolving credit facility or from other sources in an amount sufficient to service our indebtedness, including the Senior Notes, to make necessary capital expenditures or to fund our other liquidity needs. If we are unable to generate cash from our operations or through borrowings, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to make payments on our indebtedness or refinance our indebtedness will depend on the capital markets and our financial condition at such time, as well as the terms of our financing agreements, including the existing credit facility, and the indenture governing the Senior Notes. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. In addition, borrowings under our Syndicated Credit Facility have variable interest rates, and therefore our interest expense will increase if the underlying market rates (upon which the variable interest rates are based) increase.

We may incur substantial additional indebtedness, which could further exacerbate the risks associated with our substantial indebtedness.

Subject to the restrictions in our existing credit facility and in the indenture governing our Senior Notes, we and our subsidiaries may be able to incur additional indebtedness in the future. Although our existing credit facility and the indenture governing the Senior Notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, including the ability, on a non-committed basis, for us to increase revolving commitments and/or term loans under our existing credit facility, and debt incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries’ existing debt levels, the related risks we now face would increase.


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Risk Factors Related to our Business and Operations

We compete with a large number of manufacturers in the highly competitive floorcovering products market, and some of these competitors have greater financialresources than we do.We may face challenges competing on price, making investments in our business,orcompetingon product design.

The floorcovering industry is highly competitive. Globally, we compete for sales of floorcovering products with other carpet manufacturersmanufacturers and manufacturers of other types of floorcovering. Although the industry has experienced significant consolidation, a large number of manufacturers remain in the industry. Moreover, some of our competitors are adding manufacturing capacity into the industry throughout the globe which could increase the amount of supply in the market. Increased capacity at our competitors could result in pricing pressure on our products (including products, like LVT, which may currently carry attractive margins) and less demand for our products, thus adversely affecting both revenues and profitability.

Some of our competitors, including a number of large diversified domestic and foreign companies who manufacture modular carpet and resilient flooring as one segment of their business, havehave greater financial resources than we do. Competing effectively may require us to make additional investments in our product development efforts, manufacturing facilities, distribution network and sales and marketing activities.

In addition, we often compete on design preferences. Our customers’ design preferences may evolve or change before we adapt quickly enough to those changes or before we recognize those changes have happened in the marketplace. If this occurs, it could negatively affect our sales as our customers choose other product offerings.

Our success depends significantly upon the efforts, abilities and continued serviceof our senior management executives,our principal design consultantand other key personnel (including(including experienced sales personnel)and manufacturing personnel), and our lossof any of them could affect us adversely.

We believe that our success depends to a significant extent upon the efforts and abilities of our senior management executives. In addition, we rely significantly on the leadership that David Oakey of David Oakey Designs provides to our internal design staff. Specifically, David Oakey Designs provides product design/production engineering services to us under an exclusive consulting contract that contains non-competition covenants. Our agreement with David Oakey Designs can be terminated by either party upon six months prior written notice to the other party. Our business also depends on the recruitment and retention of other key personnel, including strongexperienced sales leaders.

and manufacturing personnel.


The increasing demand for qualified personnel makes it more difficult for us to attract and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience. In certain locations where we operate, the demand for labor has exceeded the supply of labor, resulting in higher costs. Despite our focused efforts to attract and retain employees, including by offering higher levels of compensation in certain instances, we experienced attrition rates within our hourly workforce in fiscal 2021 that exceeded historical levels and we incurred higher operating costs at certain of our facilities in the form of higher levels of overtime pay. The market for professional workers was, and remains, similarly challenging. Many of our professional workers continue to work from home as part of our COVID-19 protocols and, although in most instances we expect to offer flexible working arrangements in the future, we may experience higher levels of attrition within our professional workforce.
We may lose the services of key personnel for a variety of reasons, including if our compensation programs become uncompetitive in the relevant markets for our employees and service providers, or if the Company undergoes significant disruptive change (including not only economic downturns, but potentially other changes management believes are positive in the long term). The loss of key personnel with a great deal of knowledge, training and experience in the carpetflooring industry particularly in the areas of sales, marketing, operations, product design and management could have an adverse impact on our business. We may not be able to easily replace such personnel, particularly if the underlying reasons for the loss make the Company relatively unattractive as an employer.


We are implementingcontinue to implement a multi-year transformation of our sales organization, including the implementation of standardized processes in whichand systems that our sales force goesuses to go to market, interactsinteract with customers, workswork with architects and the architect and design community and, in general, operatesgeneral, operate day-to-day. We are also implementingcontinue to improve and change the technology tools that the sales force will beis required to use as part of their day-to-day jobs, and new managementmonitor managerial positions that are designed to actively manage and coach the sales force. All of these changes are disruptive, which may create challenges for our sales force to adapt, particularly for long tenured employees, which comprise a large portion of our sales force. There are no guarantees that these efforts will increase sales or improve profitability of the business, or that they will not instead adversely disrupt the business, decrease sales, and decrease overall profitability.

Our substantial international operations are subject to various political, economicand other uncertainties that could adversely affect our business results, includingby restrictive taxation or other government regulation and by foreign currencyfluctuations.

We have substantial international operations. In 2017, approximately half of our net sales and a significant portion of our production were outside the United States, primarily in Europe and Asia-Pacific. Our corporate strategy includes the expansion and growth of our international business on a worldwide basis. As a result, our operations are subject to various political, economic and other uncertainties, including risks of restrictive taxation policies, changing political conditions and governmental regulations. This includes, for example, the uncertainty surrounding the implementation and effect of the United Kingdom’s June 2016 referendum in which voters approved the United Kingdom’s exit from the European Union, including changes to the legal and regulatory framework that apply to the United Kingdom and its relationship with the European Union. We also make a substantial portion of our net sales in currencies other than U.S. dollars (approximately half of 2017 net sales), which subjects us to the risks inherent in currency translations. The scope and volume of our global operations make it impossible to eliminate completely all foreign currency translation risks as an influence on our financial results. In addition, political unrest, terrorist acts, military conflict and disease outbreaks have increased the risks of doing business abroad generally.

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Concerns regardingEuropean sovereign debtand market perceptions about the instability of the euro, the potential re-introduction of individual currencies within the Eurozone, the potential dissolution of the euro entirely, or the U.K. exiting the European Union, could adversely affect our business, results of operations or financial condition.

Following the European sovereign debt crisis that began in 2011, concerns still persist regarding the debt burden of certain countries using the euro as their currency (the “Eurozone”) and their ability to meet future financial obligations, the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries. Despite remedial efforts undertaken by the European Commission and others, these concerns have caused instability in the euro and could lead to the re-introduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the euro currency entirely. Should the euro dissolve entirely, the legal and contractual consequences for holders of euro-denominated obligations would be determined by laws in effect at such time. These potential developments, or market perceptions concerning these and related issues, could adversely affect the value of our euro-denominated assets and obligations or increase the risks of foreign currency fluctuations or cause the failure of hedging programs intended to reduce those risks. In addition, concerns over these effects on financial institutions in Europe and globally could have an adverse impact on the capital markets generally, and more specifically on our ability and the ability of our customers, suppliers and lenders to finance our and their respective businesses, to access liquidity at acceptable financing costs, if at all, on the availability of supplies and materials, and on the demand for our products.

In addition, the results of a June 2016 referendum vote in the U.K. were in favor of the U.K. exiting the European Union (the “Brexit Vote”).  On March 29, 2017, the U.K. notified the European Union of its intention to withdraw pursuant to Article 50 of the Lisbon Treaty. The terms of the withdrawal are subject to a negotiation period that could last at least two years from the withdrawal notification date.  The uncertainty leading up to and following the Brexit Vote has had a negative impact on our business and demand for our products in Europe, and particularly in the U.K.  In addition, the Brexit Vote has had a detrimental effect, and could have further detrimental effects, on the value of either or both of the euro and the British Pound Sterling, which could negatively impact our business (principally from the translation of sales and earnings in those foreign currencies into our reporting currency of U.S. dollars).  Such a development could have other unpredictable adverse effects, including a material adverse effect on demand for office space and our carpet products in the U.K. and in Europe if a U.K. exit leads to economic difficulties in Europe.

Large increases in the cost of petroleum-basedour raw materials, shipping costs, duties or tariffs could adversely affectus if we are unable to pass these cost increases through to our customers.

Petroleum-based products (including yarn) comprise the predominant portion of the cost of raw materials that we use in manufacturing.manufacturing carpet. Synthetic rubber uses petroleum-based products as feedstock as well. We also incur significant shipping and transport costs to move our products around the globe, and those costs have increased dramatically due to recent global supply chain challenges. While we attempt to match cost increases with corresponding price increases, continued inflation and volatility in the cost of petroleum-based raw materials, transportation and shipping costs could adversely affect our financial results if we are unable to pass through such pricecost increases to our customers.


Unanticipated termination or interruption of any of our arrangements with our primary third partythird-party suppliers of synthetic fiber or our sole third partyprimary third-party supplier for luxury vinyl tile (“LVT”) or other key raw materials could have a material adverse effect on us.

us.

We depend on a small number of third partythird-party suppliers of synthetic fiber and a single supplierare largely dependent upon two primary suppliers for our LVT products. The unanticipated termination or interruption of any of our supply arrangements with our current suppliers of synthetic fiber (nylon), our primary suppliers of LVT, or sole supplier of LVT,other key raw material suppliers, including failure by any third party supplier to meet our product specifications, could have a material adverse effect on us because we do not have the capability to manufacture our own fiber for use in our carpet products or our own LVT. Our suppliers may not be able to meet our demand for a variety of reasons, including our inability to forecast our future needs accurately or a shortfall in production by the supplier for reasons unrelated to us, such as work stoppages, acts of war, terrorism, pandemics, epidemics, fire, earthquake, energy shortages, flooding or other natural disasters. The primary manufacturing facility of our largest supplier of LVT is located in South Korea. If any of our supply arrangements with our primary suppliers of synthetic fiber, or our sole supplierprimary suppliers of LVT, isor suppliers of other key raw materials are terminated or interrupted, we likely would incur increased manufacturing costs and experience delays in our manufacturing process (thus resulting in decreased sales and profitability) associated with shifting more of our synthetic fiber purchasing to another synthetic fiber supplier or developing new supply chain sources for LVT. A prolonged inability on our part to source synthetic fiber included in our products, LVT, or LVTother key raw materials on a cost-effective basis could adversely impact our ability to deliver products on a timely basis, which could harm our sales and customer relationships.

We have a significant amount of indebtedness, which could have important negativeconsequences to us.

Our significant indebtedness could have important negative consequences to us, including:

making it more difficult for us to satisfy our obligations with respect to such indebtedness;

increasing our vulnerability to adverse general economic and industry conditions;

limiting our ability to obtain additional financing to fund capital expenditures, acquisitions or other growth initiatives, and other general corporate requirements;

requiring us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures, acquisitions or other growth initiatives, and other general corporate requirements;

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

placing us at a competitive disadvantage compared to our less leveraged competitors; and

limiting our ability to refinance our existing indebtedness as it matures.

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As a consequence of our level of indebtedness, a substantial portion of our cash flow from operations must be dedicated to debt service requirements. In addition, borrowings under our Syndicated Credit Facility have variable interest rates, and therefore our interest expenses will increase if the underlying market rates (upon which the variable interest rates are based) increase. The terms of our Syndicated Credit Facility also limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted payments or investments in certain situations, consummate certain asset sales, enter into certain transactions with affiliates, create liens, merge or consolidate with any other person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets. They also require us to comply with certain other reporting, affirmative and negative covenants and meet certain financial tests. If we fail to satisfy these tests or comply with these covenants, a default may occur, in which case the lenders could accelerate the debt as well as any other debt to which cross-acceleration or cross-default provisions apply. Our Syndicated Credit Facility matures in August 2022. We cannot assure you that we would be able to renegotiate, refinance or otherwise obtain the necessary funds to satisfy these obligations.

It is important for you to consider that we have a significant amount of indebtedness. We cannot assure you that we will be able to renegotiate or refinance any of our debt on commercially reasonable terms, or at all. If we are unable to refinance our debt or obtain new financing, we would have to consider other options, such as selling assets to meet our debt service obligations and other liquidity needs, or using cash, if available, that would have been used for other business purposes.

The market price of our common stock has been volatile and the value of your investment may decline.

The

The market price of our common stock has been volatile in the past and may continue to be volatile going forward. Such volatility may cause precipitous drops in the price of our common stock on the Nasdaq Global Select Market and may cause your investment in our common stock to lose significant value. As a general matter, market price volatility has had a significant effect on the market values of securities issued by many companies for reasons unrelated to their operating performance. We thus cannot predict the market price for our common stock going forward.

Our earnings in a future period could be adversely affected by non-cash adjustmentsto goodwill, if a future test of goodwill assets indicates a material impairment ofthose assets.

As prescribed by accounting standards governing goodwill and other intangible assets, we undertake an annual review of the goodwill asset balance reflected in our financial statements. Our review is conducted during the fourth quarter of the year, unless there has been a triggering event prescribed by applicable accounting rules that warrants an earlier interim testing for possible goodwill impairment. In the past, we have had non-cash adjustments for goodwill impairment as a result of such testings ($61.2 million in 2008 and $44.5 million in 2007). A future goodwill impairment test may result in a future non-cash adjustment, which could adversely affect our earnings for any such future period.

Changes to our facilities, manufacturing processes, product construction, and product composition could disrupt our operations, increase our manufacturing costs, increase customer complaints, increase warranty claims, negatively affect our reputation, and have a material adverse effect on our financial condition and results of operations.


From time to time, we make improvements and changes to our physical facilities, or move operations to new ones.other sites, and change our manufacturing processes. We are also in the process of closing our carpet tile manufacturing facility in Thailand. Large scale changes or moves could disrupt our normal operations, leading to possible loss of productivity, which may adversely affect our results.

The company will be moving its corporate headquarters in 2018. The transition and relocation of the company’s headquarters could be disruptive and could create a distraction to management in running day-to-day operations which could adversely affect the business.

We are also making significant investments and modifications to our manufacturing facilities, in LaGrange Georgia. At times this processprocesses, product compositions, and product construction including but not limited to the production of our new CQuest™ carpet tile backings. These changes can be disruptive, and theredisruptive. There is also no guarantee that theseour CQuest™ backings will not fail to perform as expected and will not increase warranty claims or customer complaints. These efforts willmay also not yield the financial returns and improvements in the business that we hope to achieve from them. In addition, whileWhile these changes are intended to yield stronger financial results, they could potentially adversely affectimpact our financial results in negative ways due to project delays, business disruption as new facilities and equipment come online, increase customer complaints, or increase warranty claims; all of which could negatively affect our operations, reputation, financial condition and general disruption as we make changes and modifications to our manufacturing facilities and processes.

results of operations.


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Our business operations could suffer significant losses from natural disasters, acts of war, terrorism, catastrophes, fire, adverse weather conditions, pandemics, endemics or other unexpected events.

While we manufacture our products in several facilities and maintain insurance covering our facilities, including business interruption insurance, our manufacturing facilities could be materially damaged by natural disasters, such as floods, tornadoes, hurricanes and earthquakes, whether or not as a result of climate change, or by fire or other unexpected events such as adverse weather conditions, acts of war, terrorism, pandemics or other public health crises (such as the COVID-19 pandemic described above), or other disruptions to our facilities, supply chain or our customers’ facilities. For example, in July 2012, a fire occurred at our manufacturing facility in Picton, Australia, causing extensive damage and rendering the facility inoperable. In January 2014, we commenced operations at a new manufacturing facility in Minto, Australia. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/orand suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition and results of operations.

These types of events could also affect our suppliers, installers, and customers, which could have a material adverse impact on our business.

Disruptions to or failures of our information technology systems could adversely effect onaffect our business.

We rely heavily on information technology systemssystems—both software and computer hardware—to operate our business. We rely on these systems to, among other things:


facilitate and plan the purchase, management and plan the purchase, management and distribution of, and payment for, inventory and raw materials;

Control our production processes;

manage and monitor our distribution network and logistics;

receive, process and ship orders;

manage billing, collections and payables;

manage financial reporting; and

manage payroll and human resources information.

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Table of, Contentsand payment for, inventory and raw materials;
control our production processes;

manage and monitor our distribution network and logistics;
receive, process and ship orders;
manage billing, collections, cash applications, customer service, and payables;
manage financial reporting; and
manage payroll and human resources information.

Our IT systems may be disrupted or fail for a number of reasons, including:

natural disasters, like fires;

power loss;

software “bugs”, hardware defects or human error; or

hacking, computer viruses, malware, ransomware or other cyber attacks.


natural disasters, like fires;
power loss;
software “bugs”, hardware defects or human error; and
hacking, computer viruses, denial of service attacks, malware, ransomware, phishing scams, or other cyber attacks.
Any of these events which deny us use of vital IT systems may seriously disrupt our normal business operations. These disruptions may lead to production or shipping stoppages, which may in turn lead to material revenue loss and reputational harm. There is no guarantee that our backup systems or disaster recovery procedures will be adequate to mitigate losses due to IT system disruptions in a timely fashion, and we may incur significant expense in correcting IT system emergencies.

To the extent our IT systems store sensitive data, including about our employees or other individuals, security breaches may expose us to other serious liabilities and reputational harm if such data is misappropriated. In addition, as cybercriminals continue to become more sophisticated and numerous, the costs to defend and insure against cyberattacks can be expected to rise.

Our Rights Agreement could discourage tender offers


Legal Risk Factors

We face risks associated with litigation and claims.

We have been, and may in the future become, party to lawsuits including, without limitation, actions and proceedings in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes, employment claims made by our current or other transactions for our stock that couldformer employees, or claims relating to intellectual property matters. Litigation might result in shareholders receiving a premium oversubstantial costs and may divert management’s attention and resources, which may adversely affect our business, results of operations and financial condition. An unfavorable judgment against us in any legal proceeding or claim could require us to pay monetary damages. Insurance might not cover such claims, might not provide sufficient payments to cover all the market price for our stock.

Our Board of Directors has adopted a Rights Agreement pursuantcosts to which holders of our common stock will be entitled to purchase from us a fraction of a share of our Series B Participating Cumulative Preferred Stock if a third party acquires beneficial ownership of 15%resolve one or more of our common stock without our consent.such claims, and might not continue to be available on terms acceptable to us. In addition, an unfavorable judgment in which the holderscounterparty is awarded equitable relief, such as an injunction, could harm our business, results of our common stock will be entitledoperations and financial condition.


Please refer to purchase the stockItem 3, “Legal Proceedings,” within this Report for additional information related to litigation and claims.
18

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.


19

ITEM 2. PROPERTIES


We maintain our corporate headquarters in Atlanta, Georgia in approximately 20,00042,000 square feet of leased space. The following table lists our principal manufacturing facilities and other material physical locations (some locations are comprised of multiple buildings), by reportable segment, all of which we own except as otherwise noted:

Location

LocationFloor


Space


(Sq. Ft.)

Bangkok, Thailand

AMS
275,946

Craigavon, N. Ireland(1)

LaGrange, Georgia
669,145 80,986

LaGrange, Georgia

(1)
717,205 539,545

LaGrange, Georgia(1)

Union City, Georgia(1)
370,000 322,096

Union City, Georgia(1)

370,000

Valley, Alabama(1)

338,086

Minto, Australia

259,356
Scherpenzeel, the Netherlands360,800

West Point, Georgia

250,000 299,600

Salem, New Hampshire(1)
109,129 
EAAA
Bangkok, Thailand(2)
275,946 
Craigavon, N. Ireland(1)
72,200 
Minto, Australia240,000 
Scherpenzeel, Netherlands1,250,960 
Weinheim, Germany(1)
831,113 
Taicang, China(1)

China
(1)
142,500 142,500

__________

(1)

Leased.


(1)Leased.
(2)We are currently in the process of closing this carpet tile manufacturing facility in Thailand.

We maintain sales or marketing offices in over 7050 locations in over 30more than 25 countries and a number of other distribution facilities in several countries. Most of our sales and marketing locations and many of our distribution facilities are leased.

We believe that our manufacturing and distribution facilities and our marketing offices are sufficient for our present operations. We will continue, however, to consider the desirability of establishing additional facilities and offices in other locations around the world as part of our business strategy to meet expanding global market demands. Substantially all of our owned properties in the United States are subject to mortgages, which secure borrowings under our Syndicated Credit Facility.

16
20

ITEM 3. LEGAL PROCEEDINGS

We


From time to time, we are subjecta party to various legal proceedings, whether arising in the ordinary course of business noneor otherwise. The disclosure set forth in Note 18 to the consolidated financial statements included in Item 8 of which we believe are required to be disclosed under this Item 3.

Annual Report on Form 10-K is incorporated by reference herein.

ITEM 4. MINEMINE SAFETY DISCLOSURES


Not applicable.


21

PART II


ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock is traded on the Nasdaq Global Select Market under the symbol TILE. As of February 18, 2018,2022, we had 624643 holders of record of our Common Stock. We estimate that there are in excess of 10,0009,000 beneficial holders of our Common Stock. The following table sets forth, for the periods indicated, the high and low sale prices of the Company’s Common Stock on the Nasdaq Global Select Market as well as dividends paid during such periods.

  

High

  

Low

  

Dividends Per Share

 

2018

            

First Quarter (through February 16, 2018)

 $26.25  $22.10  $0.00 
             

2017

            

Fourth Quarter

 $25.70  $21.21  $0.065 

Third Quarter

  22.60   18.30   0.065 

Second Quarter

  21.05   18.15   0.06 

First Quarter

  19.93   17.18   0.06 
             

2016

            

Fourth Quarter

 $19.10  $14.59  $0.06 

Third Quarter

  18.45   15.02   0.06 

Second Quarter

  18.71   14.56   0.05 

First Quarter

  18.99   13.70   0.05 

On February 21, 2018, our Board also declared a regular quarterly cash dividend of $0.065 per share, payable March 23, 2018 to shareholders of record as of March 9, 2018.

Future declaration and payment of dividends is at the discretion of our Board, and depends upon, among other things, our investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant by our Board at the time of its determination. Such other factors include limitations contained in the agreement for our Syndicated Credit Facility and the indenture for our Senior Notes, each of which specifiesspecify conditions as to when any dividend payments may be made. As such, we may discontinue our dividend payments in the future if our Board determines that a cessation of dividend payments is proper in light of the factors indicated above.


17

Stock Performance

The following graph and table compare, for the five-year period comprised of the Company’s five preceding fiscal years ended December 31, 2017,January 2, 2022, the Company’s total returns to shareholders (stock price plus(assuming all dividends divided by beginning stock price)were reinvested) with that of (i) all companies listed on the Nasdaq Composite Index, and (ii) aour previous self-determined peer group, comprised primarily of companies in the commercial interiors industry,and (iii) our new self-determined peer group, assuming an initial investment of $100 in each on December 30, 2012January 1, 2017 (the last day of the fiscal year 2012)2016).

 In 2021, the Company updated its self-determined peer group to exclude FLIR Systems, Inc. and Knoll, Inc. as both of these companies were acquired in 2021 and no longer trade publicly. In determining its peer group companies, the Company considered various factors, including the potential peer’s industry, business model, size and complexity.  The Company chose a peer group that it believes provides a robust sample size with minimal revenue dispersion, with companies in similar industries or lines of business or subject to similar economic and business cycles, including companies with a significant international presence that are also focused on sustainability.

tile-20220102_g1.jpg
22

 

 

12/30/12

12/29/13

12/28/14

1/3/16

1/1/17

12/31/17

 

Interface, Inc.

$100

$137

$107

$124

$122

$167

 

NASDAQ Composite Index

$100

$142

$166

$175

$191

$248

 

Self-Determined Peer Group (14 Stocks)

$100

$150

$166

$178

$205

$229


Table of Contents
 January 1, 2017December 31, 2017December 30, 2018December 29, 2019January 3, 2021January 2, 2022
Interface, Inc.$100$137$79$93$60$91
NASDAQ Composite Index$100$130$125$173$249$304
Previous Self-Determined Peer Group (20 Stocks)$100$102$82$107$96$110
New Self-Determined Peer Group (18 Stocks)$100$99$77$101$93$129
Notes to Performance Graph

(1)

The lines represent annual index levels derived from compound daily returns that include all dividends.

(2)

The indices are re-weighted daily, using the market capitalization on the previous trading day.

(3)

If the annual interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.

(4)

The index level was set to $100 as of December 30, 2012 (the last day of fiscal year 2012).

(5)

The Company’s fiscal year ends on the Sunday nearest December 31.

(6)

The following companies are included in the Self-Determined Peer Group depicted above: Acuity Brands, Inc.; Albany International Corp.; Apogee Enterprises, Inc.; Armstrong World Industries, Inc.; BE Aerospace, Inc.; The Dixie Group, Inc.; Herman Miller, Inc.; HNI Corporation; Kimball International, Inc.; Knoll, Inc.; Mohawk Industries, Inc.; Steelcase, Inc.; Unifi, Inc.; and USG Corp.

(1)If the annual interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
(2)The index level was set to $100 as of January 1, 2017 (the last day of fiscal year 2016).
(3)The Company’s fiscal year ends on the Sunday nearest December 31.
(4)The following companies are included in the Previous Self-Determined Peer Group depicted above: Acuity Brands, Inc.; Albany International Corp.; Apogee Enterprises, Inc.; Armstrong Flooring, Inc.; Armstrong World Industries, Inc.; Caesarstone Ltd.; FLIR Systems, Inc.; Gentherm Incorporated; H. B. Fuller Company; Harsco Corporation; Herman Miller, Inc.; HNI Corporation; Kimball International, Inc.; Knoll, Inc.; Masonite International Corporation; Materion Corporation; P. H. Glatfelter Company; Steelcase Inc.; Unifi, Inc.; and Welbilt, Inc. FLIR Systems, Inc. and Knoll, Inc. are included as peers for periods prior to their acquisitions in 2021.
(5)The following companies are included in the New Self-Determined Peer Group depicted above: Acuity Brands, Inc.; Albany International Corp.; Apogee Enterprises, Inc.; Armstrong Flooring, Inc.; Armstrong World Industries, Inc.; Caesarstone Ltd.; Gentherm Incorporated; H. B. Fuller Company; Harsco Corporation; Herman Miller, Inc.; HNI Corporation; Kimball International, Inc.; Masonite International Corporation; Materion Corporation; P. H. Glatfelter Company; Steelcase Inc.; Unifi, Inc.; and Welbilt, Inc.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12 of Part IIIIII of this Annual Report on Form 10-K.

18

Table of Contents

Issuer Purchases of Equity Securities

The following table contains information with respect to

There were no 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 our fourth quarter ended December 31, 2017:

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 or Programs(2)

 
                 

October 2 - 31, 2017

  0  $0.00   0  $50,077,293 

November 1 – 30, 2017 (3)

  436,399   23.28   435,399   39,940,933 

December 1 – 31, 2017

  15,201   23.99   15,201   39,576,216 

Total

  451,600  $23.30   450,600  $39,576,216 

(1)January 2, 2022.


23

Table of Contents
ITEM 6. [RESERVED]
24

Table of Contents
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Impact of the COVID-19 Pandemic

On March 1, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. The monthly periods identified above correspondCOVID-19 pandemic has had material adverse effects on our business, results of operations, and financial condition, and it is anticipated that this will continue for an indefinite period of time. The duration of the pandemic will ultimately determine the extent to which our operations are impacted. We continue to monitor our operations and have implemented various programs to mitigate the effects on our business including reductions in employees, labor costs, marketing expenses, consulting expenses, travel costs, various other costs, and capital expenditures, as well as reducing the amount of the cash dividend that we pay on our common stock. We continue to focus on the impact COVID-19 has on our employees in accordance with the Company’s ongoing safety measures, as well as any local government orders and “shelter in place” directives in place from time to time.
During fiscal year 2021, the COVID-19 pandemic had less of an impact on our overall financial results as consolidated net sales increased 8.8% compared to fiscal year 2020. Government stimulus programs, increased COVID-19 vaccination rates, and fewer COVID-19 related restrictions in some places contributed to a rebound in economic activity in certain countries driving higher revenues globally compared to fiscal year 2020. The sales increase in fiscal year 2021 compared to fiscal year 2020 was primarily in non-corporate office market segments, including healthcare, education, retail, residential / living and transportation. Our global supply chain and manufacturing operations, however, experienced increased adverse impacts and disruptions in 2021 from COVID-19. These impacts included raw material shortages, raw material cost increases, higher freight costs, shipping delays, and labor shortages particularly in the United States. These impacts to our supply chain and manufacturing operations increased our costs, decreased our ability to achieve manufacturing targets, increased lead times to our customers, and adversely affected our gross profit margin as a percentage of net sales. Management believes it is reasonably likely these impacts will continue and affect our future operations and results to some degree, particularly during the first half of 2022.

During fiscal year 2020, the COVID-19 pandemic resulted in 17.9% lower consolidated net sales compared to fiscal year 2019. We temporarily suspended production in certain manufacturing facilities in 2020 due to government lockdowns, shelter in place orders and reduced demand. Our sales mix shifted towards more non-corporate office market segments as the COVID-19 pandemic reduced corporate spending, which impacted sales in the corporate office market. During 2020, the Company recorded $12.9 million of voluntary and involuntary severance costs, which were included in selling, general and administrative expenses in the consolidated statements of operations.

In fiscal year 2020, government grants and payroll protection programs were available in various countries globally to provide assistance to companies impacted by the pandemic. The CARES Act enacted in the United States (see Note 17 entitled “Income Taxes” included in Item 8 of this Annual Report on Form 10-K for additional information) and a payroll protection program enacted in the Netherlands (the “NOW Program”) provided benefits related to payroll costs either as reimbursements, lower payroll tax rates or deferral of payroll tax payments. The NOW Program provided eligible companies with reimbursement of labor costs as an incentive to retain employees and continue paying them in accordance with the Company’s customary compensation practices. During fiscal year 2020, the Company qualified for benefits under several payroll protection programs and recognized a reduction in payroll costs of approximately $7.3 million, which were recorded as a $6.1 million reduction of selling, general and administrative expenses and a $1.2 million reduction of cost of sales in the consolidated statements of operations, as the Company believes it is probable that the benefits received will not be repaid.

During the first quarter of 2020, as a result of changes in macroeconomic conditions related to the Company’s fiscal fourth quarterCOVID-19 pandemic, we recognized a charge of 2017, which commenced October 2, 2017 and ended December 31, 2017.

(2) In April 2017, the Company announced a new share purchase program authorizing the repurchase of up to $100$121.3 million of common stock. This program has no specific expiration date.

(3) Includes 1,000 shares acquired by the Company from an employee at a price of $22.75 per share to satisfy income tax withholding obligations in connection with the vesting of a previous grant of an equity award.

19

ITEM 6. SELECTED FINANCIAL DATA

We derived the summary consolidated financial data presented below from our audited consolidated financial statements and the notes thereto for the years indicated. You should read the summary financial data presented below together with “Management’s Discussionimpairment of goodwill and Analysiscertain intangible assets. See Note 12 entitled “Goodwill and Intangible Assets” of Financial Condition and ResultsPart II, Item 8 of Operations” and the audited consolidated financial statements and notes thereto included within this document. AmountsAnnual Report for all periods presented have been adjusted for discontinued operations.

  

2017

  

2016

  

2015

  

2014

  

2013

 
                     

Net sales

 $996,443  $958,617  $1,001,863  $1,003,903  $959,989 

Cost of sales

  610,422   589,973   618,974   663,876   618,880 

Operating income(1)

  109,844   84,937   113,593   70,295   95,630 

Net income(2)

  53,246   54,162   72,418   24,808   48,255 

Income from continuing operations per common share attributable to Interface, Inc.

                    

Basic

 $0.86  $0.83  $1.10  $0.37  $0.73 

Diluted

 $0.86  $0.83  $1.10  $0.37  $0.73 

Average Shares Outstanding

                    

Basic

  61,996   65,098   66,027   66,389   66,194 

Diluted

  62,040   65,136   66,075   66,448   66,297 

Cash dividends per common share

 $0.25  $0.22  $0.18  $0.14  $0.11 

Property additions

  30,474   28,071   27,188   38,922   91,851 

Depreciation and amortization(3)

  37,508   36,505   44,751   34,675   32,605 

Working capital

 $254,221  $311,799  $245,391  $240,881  $257,918 

Total assets

  800,600   835,439   756,549   774,914   796,335 

Total long-term debt

  229,928   270,347   213,531   263,338   273,826 

Shareholders’ equity

  330,091   340,729   342,366   306,639   340,787 

Current ratio(4)

  2.4   3.0   2.6   2.7   3.0 

__________   

(1)

The following charges and items are included in our operating income.  In 2017, we recorded restructuring and asset impairment charges of $7.3 million. In 2016, we recorded restructuring and asset impairment charges of $19.8 million. In 2014, we recorded restructuring and asset impairment charges of $12.4 million. In 2013, we recorded a gain of approximately $7.0 million related to the final settlement of our insurance claim relating to the Australia fire.

(2)

Included in 2017 net income are provisional tax charges of $15.2 million due to the recently enacted U.S. Tax Cuts and Jobs Act. Please see Item 8, Note 13 “Taxes on Income” for further discussion of these charges.  Included in 2014 net income is $9.2 million of pre-tax expenses related to the premium paid to redeem senior note debt as well as $2.8 million related to the unamortized debt cost that related to these notes at redemption.  Included in the 2013 net income are $1.7 million of expenses related to the retirement of debt, and a one-time tax dispute resolution benefit of $1.9 million.

(3)

Includes stock compensation amortization

(4)

Current ratio is the ratio of current assets to current liabilities.

additional information.

20Executive Overview

Table of Contents

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Our

Our revenues are derived from sales of floorcovering products, primarily modular carpet, and luxury vinyl tile (“LVT”). and rubber flooring products. Our business, as well as the commercial interiors industry in general, is cyclical in nature and is impacted by economic conditions and trends that affect the markets for commercial and institutional business space. The commercial interiors industry, including the market for floorcovering products, is largely driven by reinvestment by corporations into their existing businesses in the form of new fixtures and furnishings for their workplaces. In significant part, the timing and amount of such reinvestments are impacted by the profitability of those corporations. As a result, macroeconomic factors such as employment rates, office vacancy rates, capital spending, productivity and efficiency gains that impact corporate profitability in general, also affect our business.

Most

25

Table of our sales areContents
During fiscal year 2021, the Company largely completed its integration of the nora acquisition, and integration of its European and Asia-Pacific commercial areas and determined that it has two operating and reportable segments – namely Americas (“AMS”) and Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment is unchanged from prior year and continues to customersinclude the United States, Canada and Latin America geographic areas. See Note 20 entitled “Segment Information” included in the corporate office marketItem 8 of this Annual Report on Form 10-K for additional information. The results of operations discussion below also includes segment but we alsoinformation.

We focus our marketing and sales efforts on both corporate office and non-corporate office market segments, to reduce somewhat our exposure to economic cycles that affect the corporate office market segment more adversely, as well as to capture additional market share. Our mixMore than half of corporate office versusour consolidated net sales were in non-corporate office modular carpet salesmarkets in the Americas was 44%fiscal year 2021 and 56%, respectively,fiscal year 2020, primarily in education, healthcare, government, retail, and residential/living market segments. See Item 1, “Business” of this Annual Report on Form 10-K for 2017. Company-wide,additional information regarding our mix of modular carpet and resilient flooring sales in corporate office versusverses non-corporate office sales was 59% and 41%, respectively, in 2017.

market segments for the last three fiscal years by reportable segment.


During 2017,2021, we had consolidated net sales of $996.4$1,200.4 million, up 3.9%8.8% compared to $958.6$1,103.3 million in 2016. Operating2020, primarily due to the rebound in economic activity in certain countries following the impacts of COVID-19. Consolidated operating income for 20172021 was $109.8$104.8 million as compared to $84.9consolidated operating loss of $39.3 million in 2016. Net2020 primarily due to higher sales in 2021 and a $121.3 million impairment of goodwill and certain intangible assets in 2020. Fiscal year 2021 also included $3.9 million of restructuring charges in connection with the planned closure of our Thailand manufacturing operations anticipated to occur in 2022. Consolidated net income for 20172021 was $53.2$55.2 million or $0.86$0.94 per share, compared with $54.2to consolidated net loss of $71.9 million, or $0.83$1.23 per share, in 2016. Included in our results for 2017 were $7.3 million of restructuring and asset impairment charges as well as $15.2 million of tax charges related to the recently enacted U.S. Tax Cuts and Jobs Act. Please see Item 8, Note 13 “Taxes on Income” for further discussion of these tax charges.

2020.


During 2016, 2020, we had consolidated net sales of $958.6$1,103.3 million, down 4.3%17.9% compared to $1.0 billion$1,343.0 million in 2015. Operating income2019, primarily due to the impacts of COVID-19. The consolidated operating loss for 20162020 was $84.9$39.3 million as compared to $113.6consolidated operating income of $130.9 million in 2019, due primarily to a $121.3 million goodwill and intangible asset impairment charge recorded in fiscal 2020 due to the impacts of COVID-19. The consolidated net loss for 2015. Net income for 20162020 was $54.2$71.9 million, or $0.83$1.23 per share, compared with $72.4to consolidated net income of $79.2 million, or $1.10$1.34 per share, in 2015. Included in2019.

A detailed discussion of our results for 2016 was a restructuring2021 and asset impairment charge2020 consolidated and segment performance appears below under “Analysis of $19.8 million, as discussed below.

2016 Restructuring Plan

In the fourth quarterResults of 2016, we committed to a new restructuring plan in our continuing efforts to improve efficiencies and decrease costs across our worldwide operations, and more closely align our operating structure with our business strategy. The plan involved (i) a substantial restructuring of the FLOR business model that included closure of its headquarters office and most retail FLOR stores, (ii) a reduction of approximately 70 FLOR employees and a number of employees in the commercial carpet tile business, primarily in the Americas and Europe regions, and (iii) the write-down of certain underutilized and impaired assets that included information technology assets, intellectual property assets, and obsolete manufacturing, office and retail store equipment.

As a result of this plan, we incurred a pre-tax restructuring and asset impairment charge in the fourth quarter of 2016 of $19.8 million. In connection with this plan, in the first quarter of 2017, the Company recorded an additional charge of $7.3 million, primarily related to exit costs associated with the closure of most FLOR retail stores in the first quarter of 2017. The charge in the fourth quarter of 2016 was comprised of $10.1 million of severance charges, $8.0 million of asset impairment charges and lease exit costs of $1.7 million. The charge in the first quarter of 2017 was comprised of lease exit costs of $3.4 million, asset impairment charges of $3.3 million and severance charges of $0.6 million.

 Approximately $16 million of the charges were expected to result in cash expenditures, primarily for severance payments (approximately $11 million) and lease exit costs (approximately $5 million)Operations”. This restructuring plan was substantially completed in 2017.

21
26

TableTable of Contents

Analysis of Results of Operations


Consolidated Results
The following discussion and analyses reflect the factors and trends discussed in the preceding sections.

Our

Consolidated net sales that were denominated in currencies other than the U.S. dollar were approximately 46%50% in 2017,2021, 51% in 2020, and 48%49% in 2016 and 2015.2019. Because we have such substantial international operations, we are impacted, from time to time, by international developments that affect foreign currency transactions. In 2017,2021, the strengthening of the euro,Euro, Australian dollar, Chinese Renminbi and CanadianBritish Pound sterling against the U.S. dollar had a small positive impact on our net sales and operating income. During 2016, our sales and operating income were negatively impacted byIn 2020, the strengthening of the Euro, British Pound sterling, and Chinese Renminbi against the U.S. dollar had a positive impact on our net sales and euro againstoperating income. In 2019, the British Pound Sterling, with smaller impacts due to weakening of the Euro, British Pound sterling, Australian dollar, and Canadian dollar and Chinese Renminbi against the U.S. dollar. In 2015, the strengthening of the U.S. dollar led tohad a significantnegative impact on our consolidated operations. In particular, the euro, Australian dollarnet sales and Canadian dollar were translated at lower rates compared to prior years. operating income.

The following table presents the amounts (in U.S. dollars) by which the exchange rates for converting euros,translating Euros, British Pounds sterling, Australian dollars, Chinese Renminbi and Canadian dollars into U.S. dollars have affected our consolidated net sales and operating income or loss during the past three years:

  

2017

  

2016

  

2015

 
  

(in millions)

 
             

Impact of changes in foreign currency on net sales

 $5.5  $(10.9) $(79.5)

Impact of changes in foreign currency on operating income

  1.0   (1.0)  (9.8)


 202120202019
 (in millions)
Impact of changes in foreign currency on consolidated net sales$23.9 $7.1 $(26.2)
Impact of changes in foreign currency on consolidated operating income (loss)3.2 0.9 (3.9)
The following table presents, as a percentage of net sales, certain items included in our Consolidated Statementsconsolidated statements of Operations operations during the past three years:

  

Fiscal Year

 
  

2017

  

2016

  

2015

 

Net sales

  100.0%  100.0%  100.0%

Cost of sales

  61.3   61.5   61.8 

Gross profit on sales

  38.7   38.5   38.2 

Selling, general and administrative expenses

  27.0   27.5   26.9 

Restructuring and asset impairment charges

  0.7   2.1   0.0 

Operating income

  11.0   8.9   11.3 

Interest/Other expense

  0.9   0.6   0.7 

Income before income tax expense

  10.1   8.3   10.6 

Income tax expense

  4.7   2.6   3.3 

Net income

  5.3   5.7   7.2 


 Fiscal Year
 202120202019
Net sales100.0 %100.0 %100.0 %
Cost of sales64.0 62.8 60.3 
Gross profit on sales36.0 37.2 39.7 
Selling, general and administrative expenses27.0 30.2 29.0 
Restructuring, asset impairment and other charges0.3 (0.4)1.0 
Goodwill and intangible asset impairment charge— 11.0 — 
Operating income (loss)8.7 (3.6)9.7 
Interest/Other expense2.7 3.6 2.2 
Income (loss) before income tax expense6.0 (7.2)7.5 
Income tax expense (benefit)1.4 (0.7)1.7 
Net income (loss)4.6 %(6.5)%5.8 %

Consolidated Net Sales

Below we provide information regarding our consolidated net sales and analyze those results for each of the last three fiscal years. Fiscal year 2015 was a 53-week period. Fiscal years 20172021 included 52 weeks, fiscal year 2020 included 53 weeks, and 2016 were 52-week periods.

  

Fiscal Year

  

Percentage Change

 
  

2017

  

2016

  

2015

  

2017 compared

  

2016 compared

 
  

(in thousands)

  

with 2016

  

with 2015

 
                     

Net Sales

  996,443  $958,617   1,001,863   3.9%  (4.3%)

Netfiscal year 2019 included 52 weeks.


 Fiscal YearPercentage Change
 2021202020192021 compared with 20202020 compared with 2019
 (in thousands)
Consolidated net sales$1,200,398 $1,103,262 $1,343,029 8.8 %(17.9)%

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Consolidated net sales for 20172021 compared with 2016

2020

For 2017,2021, our consolidated net sales increased $37.8$97.1 million (3.9%(8.8%) as compared to 2016.2020, comprised of higher sales volumes (approximately 5.1%) and higher prices (approximately 3.7%). Fluctuations in currency exchange rates had a positive impact on theour year-over-year consolidated sales comparison of approximately $5.5$23.9 million, meaning that if currency levels had remained constant year over year our 20172021 sales would have been lower by this amount. On a geographic basis, we experienced sales growth across all our regions. Sales in the Americas were up 3.5%, sales in Europe were up 2.0% in U.S. dollars (1.5% increase in local currencies), and sales in Asia-Pacific were up 8.7%.

In the Americas, our weighted average selling price per square yard for our modular carpet decreased 1% in 2017 as compared to 2016. The sales increase in the Americas was due primarily to the introduction of our LVT products in early 2017, as our modular carpet sales in the Americas declined versus 2016.  This decline in modular carpet sales was due entirely to the closure of our FLOR specialty retail stores in the first quarter of 2017, as our commercial modular business was up approximately 1% in 2017 as compared to 2016.   The corporate office market segment increased 2% for the year.  Other market segments showing growth were the government (up 19%), retail (up 5%) and education (up 4%) market segments.  The increase in the government market segment was seen across most government customers, with sales to state and municipal governments representing the most significant increase.   The increase in retail was due to the performance of our Interface SERVICES™ business, which has a larger percentage of its sales to the retail segment.  These increases were offset by declines in the hospitality (down 7%) and healthcare (down 6%) market segments.

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In Europe, our weighted average selling price per square meter increased 3% in 2017 compared with 2016.  Sales in the region were up in both U.S. dollars (2%) and local currency (1.5%).  Within the region, the weakening of the British Pound versus the euro had a negative impact on sales, however this was offset by the strengthening of the euro versus the U.S. dollar during 2017 as compared to 2016. The United Kingdom, which has historically been our third largest market, experienced a sales increase in local currency of 3% for the year, but a decline of 2% when translated into U.S. dollars.   We also experienced growth in Germany in 2017, but this was partially offset by other declines in central Europe.  The increase in sales was entirely within the corporate office market segment (up 3%) as no other market segment had a significant increase in sales.  The corporate office market comprises the majority of sales in the Europe region.  This increase was partially offset by declines in the retail (down 17%), education (down 12%), and residential (down 52%) market segments.

In Asia-Pacific, our weighted average selling price increased 5.6% for the year, with the appreciation of the Australian dollar having a positive impact on this increase.  Within the region, Asia sales increased 5% while Australia sales increased 12% as translated into U.S. dollars.  As noted, the appreciation of the Australian dollar had a positive impact onbasis, the sales increase aswas most significant in local currency sales in Australia increased 9%.  The increase innon-corporate office market segments including retail, education and healthcare. See the segment results discussion below for additional information on market segments.

Consolidated net sales for the region was2020 compared with 2019
For 2020, our consolidated net sales decreased $239.8 million (17.9%) compared to 2019, primarily due to the strengthimpacts of the corporate office market (which comprises the bulk of the region’sCOVID-19 resulting in lower sales and was up 8%).  Other non-office market segments showing growth for the year were education (up 16%) and healthcare (up 36%).  The increase in the education segment was due to our success in the Australian education market, a result of increased government education spending in the market, as well as growth of student accommodation projects at the university level.  These increases were only slightly offset by declines in the retail, government and residential market segments.

Net sales for 2016 compared with 2015

For 2016, our net sales declined $43.3 million (4.3%) as compared to 2015.volumes globally. Fluctuations in currency exchange rates had a negativepositive impact on theour year-over-year sales comparison of approximately $10.9$7.1 million, meaning that if currency levels had remained constant year over year, our 20162020 sales would have been higherlower by this amount. On a geographic basis, we experienced sales declines in the Americas (down 4.2%) and Europe (down 8.1%), partially offset by an increase of 2% in Asia-Pacific.

In the Americas, our weighted average selling price per square yard increased approximately 1% in 2016 compared with 2015. The sales decline in the Americas was experienced across the majority of our customer segments, with the most significant decline occurring in the corporate office segment (down 5%), which is the largest single customer segment in the Americas. We saw lower levels of customer orders during the first three quarters of the year, although this trend somewhat reversed during the fourth quarter, as sales in the corporate segment were effectively flat for the quarter. We also experienced a decline in the residential market segment of 15%, due largely to the performance of our FLOR consumer business. Other declines were seen in the government (down 19%) and retail (down 5%) market segments. The decline in government segment sales in the region was primarily a result of reduced order activity in light of the election cycle. The hospitality market segment in the region increased 11% versus 2015, as we continued to convert customers to modular carpet.

In Europe, our weighted average selling price per square meter declined approximately 3% in 2016 compared with 2015. The largest single factor impacting our performance in this region was the turmoil surrounding the decision of the United Kingdom to exit the European Union. This had a significant negative impact on our sales performance in the United Kingdom, which has historically been our third largest market. Not only were sales impacted by the uncertainty around the exit vote, the significant decline in the British Pound led to a translation effect on sales in the U.K. as reported in U.S. dollars. In local currency, the sales decline in the U.K. was 13%, but when translated into U.S. dollars the decline was over 25%. This decrease was partially offset by double digit increases in other countries, notably Germany, Spain and Italy. On a market segment basis, the declinedecrease in consolidated net sales was most significantprimarily in the corporate office, market (down 6%), which represents the majority of sales within Europe. With the exception of theretail, hospitality (up 19%) and healthcare (up 17%) market segments, all other non-office market segments in the region were down year over year, with the most significant declines occurring in the education (down 29%) and government (down 13%) market segments.

In See the Asia-Pacific region, our weighted average selling price per square meter declined approximately 1% in 2016 compared with 2015. The 2% sales increase in the region was evenly split between Australia and Asia, with both geographic markets seeing a 2% increase in revenue. In local currency, the increase in Australia was approximately 3%. The increase in sales in the Asia-Pacific region was experienced in the corporate officesegment results discussion below for additional information on market segment (up 5%), which represents the majority of sales within the region. This increase was a result of large development projects that led to increases in the first half of the year, particularly in Australia. The only other market segment in the region that experienced an increase of significance was the hospitality segment (up 24%), due to investment in additional selling resources in the region which led to greater market share. Within the region, the sales increases in corporate and hospitality segments were offset by declines in the retail (down 31%) and education (down 11%) market segments.


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Consolidated Cost and Expenses

The following table presents our overallconsolidated cost of sales and selling, general and administrative (“SG&A”) expenses during the past three years:

Cost and Expenses

 

Fiscal Year

  

Percentage Change

 
  

2017

  

2016

  

2015

  

2017 compared

with 2016

  

2016 compared

with 2015

 
  

(in thousands)

         

Cost of Sales

 $610,422  $589,973  $618,974   3.5%  (4.7%)

Selling, General and Administrative Expenses

  268,878   263,919   269,296   1.9%  (2.0%)

Total

 $879,300  $853,892  $888,270   3.0%  (3.9%)

Fiscal YearPercentage Change
 2021202020192021 compared
with 2020
2020 compared
with 2019
 (in thousands)
Consolidated cost of sales$767,665 $692,688 $810,062 10.8 %(14.5)%
Consolidated selling, general and administrative expenses324,315 333,229 389,117 (2.7)%(14.4)%

For 2017,2021, our consolidated costs of sales increased $20.4$75.0 million (3.5%(10.8%) compared with 2016.  Fluctuations in currency exchange rates did not haveto 2020, primarily due to higher net sales and the continued adverse impacts of COVID-19. Currency translation had a significant$16.2 million (2.3%) negative impact (less than 1%) on the year-over-year comparison. In absolute dollars,2021, the increase in costsimpact of COVID-19 continued to challenge our global supply chain which contributed to higher cost of sales was a result ofand lower gross profit margins — particularly in the higher sales for 2017 as compared to 2016.  As noted above, sales increased 3.9% in 2017.United States. As a percentage of net sales, our consolidated costs of sales improvedincreased to 61.3%64.0% in 20172021 versus 61.5%62.8% in 2016.  This improvement was a result of (1) productivity initiatives, including our investment2020, primarily due to inflationary pressures on raw materials, freight and labor costs driving an approximately 3.4% increase in our manufacturing facilities in LaGrange Georgia, (2) lower cost of sales as a percentage of net sales duecompared to the introduction of our LVT product offerings, which commanded margins in 2017 that were accretive to our modular carpet products, and (3) non-recurring charges in 2016 related to the transition to a centralized warehouse and distribution centerprior year. The increase in our Americas business.  These benefits were partially offset by (1) higher raw materials costs due to input cost inflation, particularly in our European business, and (2) negative gross margin impacts due to the exit of our FLOR specialty retail business.  Our FLOR business delivers higher gross margins than our commercial business, and with the closure of the specialty retail stores the decline in sales had a negative impact on ourconsolidated cost of sales as a percentage of sales.

net sales was partially offset by productivity efficiencies during the year. Management believes it is reasonably likely the inflationary pressures experienced in 2021 will continue to some degree in 2022, particularly in the first half of 2022.


For 2016,2020, our costconsolidated costs of sales decreased $29.0$117.4 million (4.7%(14.5%) compared with 2015. Fluctuations in currency exchange rates did not have a significant impact (less than 1%) on the comparison. In absolute dollars, the decrease in cost of sales was2019, primarily due to lower sales and production versusnet sales. Currency translation had a $4.7 million (0.6%) negative impact on the prior year, as production for 2016 was down 11% in Americas, 3% in Europe and 3% in Asia-Pacific versus 2015.year-over-year comparison. As a percentage of net sales, our costconsolidated costs of sales declinedincreased to 61.5%62.8% in 20162020 versus 61.8%60.3% in 2015. The most significant reason for this decline was lower raw materials costs during the year as a result of lower feedstock prices for our raw materials,2019, primarily yarn. These lower prices produced a benefit in cost of sales of approximately $12 million, meaning that our raw materials costs for 2016 were lower by this amount. We also experienced more favorable production and utilization efficiencies in 2016 versus 2015. Our cost of sales was, however, negatively impacted by approximately $5 million in the second half of 2016, as there were additional costs within our Americas business as a result of the transition to a new centralized warehouse and distribution center operated by a third party for the region.

For 2017, our SG&A expenses increased $5.0 million (1.9%) versus 2016. Currency fluctuations had only a slight (less than 1%) unfavorable impact on SG&A expenses. The increase in SG&A expenses during the year was due to (1) higher incentive-based compensation (approximately $6 million) and performance-based stock compensation (approximately $1.5 million) as performance targets were met to a higher degreechanges in 2017 as comparted to 2016, and (2) higher administrative expenses of $5 million as we centralize certain support functions. These increases were partially offsetfixed cost absorption driven by (1) lower marketing expenses of $3.9 million, a result of our restructuring efforts as well as global consolidation of costs for marketing expenditures leading to lower levels of total spend, and (2) lower selling costs of $4.2 million due primarily to exiting our FLOR specialty retail business in 2017. Despite the higher SG&A expense in absolute dollars,production volumes due to the increase in sales noted above, SG&A expenses declined as a percentageimpacts of sales in 2017 to 27.0% versus 27.5% in 2016.

COVID-19.


For 2016,2021, our consolidated SG&A expenses decreased $5.4$8.9 million (2.0%(2.7%) versus 2015.2020. Currency fluctuationstranslation had only a slight (less than 1%$5.3 million (1.6%) favorablenegative impact on the year-over-year comparison. Consolidated SG&A expenses. On an absolute dollar basis, the decrease was almost entirely related toexpenses were lower administrative expenses of $9.4 million resulting from lower incentive-based compensation, including share-based compensation,in 2021 primarily due to performance targets not being met in 2016(1) lower legal fees and other related costs of $12.6 million primarily due to the same degreesettlement of the SEC matter in the prior year period, and (2) lower severance costs of $9.1 million as the prior year included additional cost reduction initiatives implemented in 2015. These declines were primarily at the corporate and Americas level. Other declines were lower selling expenses of $1.2 million dueresponse to reduced commissions on lower sales volumes.COVID-19 as discussed above. These decreases were partially offset by higher marketing expenses in 2016labor costs of approximately $5.2$11.0 million due to higher performance-based compensation as we continuedtarget performance measures were achieved in 2021, partially offset by cost savings from prior year headcount reduction initiatives. As a percentage of net sales, SG&A expenses decreased to expand27.0% in 2021 versus 30.2% in 2020.



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For 2020, our marketing effortsconsolidated SG&A expenses decreased $55.9 million (14.4%) versus 2019. Currency translation had a $1.5 million (0.4%) negative impact on the year-over-year comparison. Consolidated SG&A expenses were lower in 2020 primarily due to (1) lower selling expenses of $54.8 million due to lower net sales, (2) $7.3 million of payroll expense credits related to the early rollout of our modular resilient flooring (“MRF”) products as well as other initiatives to drive product adoption. These marketing increases were most significant in the Americas region (up $1.7 million)COVID-19 wage support government assistance programs, and (3) $9.2 million lower performance-based compensation due to the MRF rolloutstock compensation forfeitures and in the Asia-Pacific region (up $1.9 million), primarily in Asia related to additional customer events, product rollout support and increased marketing management. Despite the overall decline in SG&A expenses in absolute dollars,target performance measures not being met due to COVID-19. These reductions were partially offset by $12.9 million of severance expenses due to voluntary and involuntary separations, and a $5.0 million fine to settle the lowerSEC matter as referenced in Item 8 Note 18 - “Commitments and Contingencies”. As a percentage of sales, in 2016 versus 2015 our SG&A expenses increased as a percentage of sales to 27.5%30.2% in 20162020 versus 26.9%29.0% in 2015, as the decline in SG&A expenses was less than the decline in2019, primarily due to lower net sales.


Restructuring Plans

On September 8, 2021, the Company committed to a new restructuring plan that continues to focus on efforts to improve efficiencies and decrease costs across its worldwide operations. The plan involves a reduction of approximately 188 employees and the closure of the Company’s carpet tile manufacturing facility in Thailand, anticipated to occur at the end of the first quarter of 2022. As a result of this plan, the Company expects to incur pre-tax restructuring charges between the third quarter of 2021 and the fourth quarter of 2022 of approximately $4 million to $5 million. The expected charges are comprised of severance expenses ($2.2 million), retention bonuses ($0.5 million), and asset impairment and other charges ($2.0 million). The costs of retention bonuses of approximately $0.5 million will be recognized through the end of fiscal year 2022 as earned over the requisite service periods. Restructuring charges of $3.9 million comprised of severance and asset impairment charges were recognized during the third quarter of 2021.
The Thailand plant closure is expected to result in future cash expenditures of approximately $3 million to $4 million for payment of the employee severance and employee retention bonuses and other costs of the shutdown of the Thailand manufacturing facility, as described above. The Company expects to complete the restructuring plan in fiscal year 2022 and expects the plan to yield annualized savings of approximately $1.7 million. A portion of the annualized savings is expected to be realized on the consolidated statement of operations in fiscal year 2022, with the remaining portion of the annualized savings expected to be realized in fiscal year 2023.

On December 23, 2019, the Company committed to a new restructuring plan to improve efficiencies and decrease costs across its worldwide operations, and more closely align its operating structure with its business strategy. The plan involved a reduction of approximately 105 employees and early termination of two office leases. As a result of this plan, the Company recorded a pre-tax restructuring charge in the fourth quarter of 2019 of approximately $9.0 million. The charge was comprised of severance expenses ($8.8 million) and lease exit costs ($0.2 million). The restructuring charge was expected to result in future cash expenditures of approximately $9.0 million for payment of these employee severance and lease exit costs. The Company expected the plan to yield annualized savings of approximately $6.0 million. A portion of the annualized savings was realized on the consolidated statement of operations in fiscal year 2020, with the remaining portion of the annualized savings realized in fiscal year 2021.

On December 29, 2018, the Company committed to a new restructuring plan in its continuing efforts to improve efficiencies and decrease costs across its worldwide operations, and more closely align its operating structure with its business strategy. The plan involved (i) a restructuring of its sales and administrative operations in the United Kingdom, (ii) a reduction of approximately 200 employees, primarily in the Europe and Asia-Pacific geographic regions, and (iii) the write-down of certain underutilized and impaired assets that included information technology assets and obsolete manufacturing equipment. The restructuring plan was completed at the end of fiscal year 2020.
Goodwill, Intangible Asset and Fixed Asset Impairment
During 2021, we recognized a fixed asset impairment charge of $4.4 million for projects that were abandoned. During 2020, we recognized a charge of $121.3 million for the impairment of goodwill and certain intangible assets. See Note 12 entitled “Goodwill and Intangible Assets” of Part II, Item 8 of this Annual Report for additional information. During 2020, we also recognized fixed asset impairment charges of $5.0 million primarily related to certain FLOR design center closures and other projects that were abandoned or indefinitely delayed. These charges are included in selling, general and administrative expenses in the consolidated statements of operations.

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Interest Expense

For 2017,2021, our interest expense increased $1.0$0.5 million to $7.1$29.7 million, versus $6.1$29.2 million in 2016. This increase was a result of2020, primarily due to (1) higher averagefixed-rate interest ratesexpense on the Senior Notes debt, which replaced variable-rate debt under ourthe Syndicated Credit Facility, during 2017 (the averageand (2) $4.9 million of deferred losses recognized on terminated interest rate for 2016 was 2.5% as compared to 2.9% for 2017), and (2) in 2017 we fixedswaps that were reclassified from accumulated other comprehensive loss into interest expense during the variable interest rate on $100year. These increases were partially offset by $60 million of our term loanlower outstanding borrowings under the Syndicated Credit Facility by entering into ancompared to 2020. Our average borrowing rate under the Syndicated Credit Facility was 1.91% for 2021 compared to 1.89% in 2020.

 For 2020, our interest expense increased $3.6 million to $29.2 million, versus $25.6 million in 2019, primarily due to (1) a $3.6 million loss on extinguishment of debt to amend the Syndicated Credit Facility and repay a portion of outstanding indebtedness thereunder, and (2) a $3.9 million reclassification from accumulated other comprehensive loss for deferred interest rate swap transaction. The effectlosses due to the termination of this interest rate swap was to increase thecontracts. These increases were partially offset by lower average interest raterates on the $100 million notional amount of the swap above the variable rate in effect for our other term loan borrowings under the Syndicated Credit Facility.

For 2016, our interest expense decreased $0.3 millionFacility (our average borrowing rate for 2020 was 1.89% compared to $6.1 million, versus $6.4 million3.27% in 2015. This decrease was due to2019) and lower average outstanding debt balances in 2016 versus 2015. During 2016, we repaid a net amount of $6.2 millionborrowings under ourthe Syndicated Credit Facility and this lower levelcompared to 2019.

Other Expense
Other expenses decreased $8.4 million during fiscal year 2021 compared to 2020, primarily due to a $4.2 million write-down of debt led to lower interest expense during 2016. We did incur additional Syndicated Credit Facility borrowings of approximately $63.5 milliondamaged raw material inventory in December of 2016, but this debt was outstanding for only2020, which resulted from a fire at a leased storage facility.

Tax
For the final month of 2016 and did not have a significant impact on interest expense (less than $0.1 million).

Tax

On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law. Among the significant changes resulting from the law, the Tax Act reduces the U.S. federal income tax rate from 35% to 21% effectiveyear ended January 1, 2018 and creates a modified territorial tax system with a one-time mandatory “transition tax” on previously unrepatriated foreign earnings.

Due to the tax legislation, 2, 2022, the Company has recorded a provisionalincome tax expense of $3.5$17.4 million related to the remeasurementon pre-tax income of its net deferred tax assets. The Company also recorded a provisional tax expense of $11.7$72.6 million related to the one-time transition toll tax. These amounts are considered provisional because they use reasonable estimates of which tax returns have not been filed and because estimated amounts may be impacted by future regulatory and accounting guidance if and when issued. The Company will adjust these provisional amounts as further information becomes available and as we refine our calculations. Please see Item 8, Note 13 entitled “Taxes on Income” for further information on the financial statement impact of the Tax Act.

Our effective tax rateresulting in 2017 was 47.0%, compared with an effective tax rate of 31.6% in 2016. The increase in our effective tax rate in 201724.0%, as compared to 2016 was primarily due to a $15.2an income tax benefit of $7.5 million tax charge for the impactson pre-tax loss of the Tax Act as discussed above and an increase in U.S. earnings$79.4 million resulting in more U.S. state tax expense.

Our effective tax rate in 2016 was 31.6%, compared with an effective tax rate of 31.5%9.4% for the year ended January 3, 2021. The effective tax rate for the year ended January 3, 2021 was significantly impacted by a non-deductible goodwill impairment charge and recognition of income tax benefits related to uncertain tax positions taken in 2015. The 2016prior years on discontinued operations. Excluding the impact of the non-deductible goodwill impairment charge and recognition of income tax benefits related to uncertain tax positions on discontinued operations, the effective tax rate was favorably14.1% for the year ended January 3, 2021. The increase in the effective tax rate for the year ended January 2, 2022 as compared to the year ended January 3, 2021 was primarily due to the one-time favorable impacts of amending prior year tax returns during the period ended January 3, 2021, an increase in non-deductible employee compensation and an increase in the valuation allowance on net operating loss and interest carryforwards. This increase was partially offset by a decrease in non-deductible business expenses.

For the year ended January 3, 2021, the Company recorded an income tax benefit of $7.5 million on pre-tax loss of $79.4 million resulting in an effective tax rate of 9.4%. The effective tax rate for this period was significantly impacted by a higher portionnon-deductible goodwill impairment charge and recognition of income earnedtax benefits related to uncertain tax positions taken in foreign jurisdictions which are taxed at lowerprior years on discontinued operations. Excluding the impact of the non-deductible goodwill impairment charge and recognition of income tax rates thanbenefits related to uncertain tax positions on discontinued operations, the U.S federal tax rate. The favorable impact to the 2016 effective tax rate was 14.1% for 2020 compared to 22.2% in 2019. The decrease in the effective tax rate, excluding the goodwill impairment charge and recognition of income tax benefits related to uncertain tax positions on discontinued operations, was primarily due to the favorable impacts of amending prior year tax returns, retroactive election of the GILTI High-tax Exclusion in the 2019 tax return and reduction in non-deductible employee compensation. This decrease was partially offset by the non-deductible SEC fine.

Segment Results
As discussed above, in fiscal year 2021 the Company determined that it has two operating and reportable segments – AMS and EAAA. Segment information presented below for fiscal years 2020 and 2019 have been restated to conform to the new reportable segment structure. See Note 20 entitled “Segment Information” included in Item 8 of this Annual Report on Form 10-K for additional information.

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AMS Segment - Net Sales and Adjusted Operating Income (“AOI”)
The following table presents AMS segment net sales and AOI for the last three fiscal years:

Fiscal YearPercentage Change
2021202020192021 compared with 20202020 compared with 2019
(in thousands)
AMS segment net sales$651,216 $593,418 $757,112 9.7 %(21.6)%
AMS segment AOI(1)
85,014 89,097 120,921 (4.6)%(26.3)%
(1)Includes allocation of corporate SG&A expenses. Excludes non-recurring items related to intangible asset impairment charges, restructuring, asset impairment, severance and other costs. See Note 20 entitled “Segment Information” included in Item 8 of this Annual Report on Form 10-K for additional information.
AMS segment net sales for 2021 compared with 2020
During 2021, net sales in AMS increased 9.7% versus 2020, comprised of higher sales volumes and higher prices. On a market segment basis, the AMS sales increase was most significant in non-corporate office market segments including healthcare (up 19.1%), retail (up 19.1%) and education (up 18.3%). Sales in the corporate office market increased 6.8% in 2021 compared to 2020. These increases were partially offset by decreases in the hospitality (down 38.3%) and public buildings (down 20%) market segments.
AMS segment net sales for 2020 compared with 2019
During 2020, net sales in AMS decreased 21.6% versus the comparable period in 2019. The AMS sales decrease in 2020 was due primarily to the impacts of COVID-19 and lower carpet tile sales volumes. On a market segment basis, the sales decrease in the Americas was most significant in the corporate office (down 33.8%), retail (down 34.8%), healthcare (down 15.2%) and education (down 8.3%) market segments, partially offset by increases in the residential living (up 23.8%) and public buildings (up 8.2%) market segments.
AMS AOI for 2021 compared with 2020
AOI in AMS decreased 4.6% during 2021 compared to 2020 primarily due to higher cost of sales as a result of inflationary pressures on raw materials, freight and labor costs driving an approximately 3.0% increase in cost of sales as a percentage of net sales compared to the prior year. The increase in cost of sales as a percentage of net sales was partially offset by productivity efficiencies during the year. AOI as a percentage of net sales for fiscal 2021 decreased to 13.1% compared to 15.0% in 2020 due to the global supply chain pressures discussed above.
AMS AOI for 2020 compared with 2019
AOI in AMS decreased 26.3% during 2020 compared to 2019 primarily due to the impacts of COVID-19 which resulted in lower sales volumes in 2020. The decrease in AOI was also partially due to costs related to the closure of the FLOR stores in 2020.
EAAA Segment - Net Sales and AOI
The following table presents EAAA segment net sales and AOI for the last three fiscal years:
Fiscal YearPercentage Change
2021202020192021 compared with 20202020 compared with 2019
(in thousands)
EAAA segment net sales$549,182 $509,844 $585,917 7.7 %(13.0)%
EAAA segment AOI(1)
37,268 21,403 28,832 74.1 %(25.8)%
(1)Includes allocation of corporate SG&A expenses. Excludes non-recurring items related to goodwill and intangible asset impairment charges, purchase accounting amortization, restructuring, asset impairment, severance and other costs. See Note 20 entitled “Segment Information” included in Item 8 of this Annual Report on Form 10-K for additional information.

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EAAA segment net sales for 2021 compared with 2020
During 2021, net sales in EAAA increased 7.7% versus 2020, comprised of higher sales volumes and higher prices. Currency fluctuations had an approximately $21.5 million (4.2%) positive impact on EAAA’s 2021 sales compared to 2020 due to the strengthening of the Euro, British Pound sterling, Australian dollar and the Chinese Renminbi against the U.S. dollar. On a market segment basis, the EAAA sales increase was most significant in non-corporate office market segments including retail (up 53.8%), public buildings (up 30.2%) and healthcare (up 19.0%). Sales in the corporate office market increased 2.4% in 2021 compared to 2020. These increases were partially offset by a decrease in the releaseeducation (down 2.6%) market segment.
EAAA segment net sales for 2020 compared with 2019
During 2020, net sales in EAAA decreased 13.0% versus 2019, due primarily to the impacts of valuation allowances relatedCOVID-19 and lower carpet tile sales volumes. Currency fluctuations had an approximately $7.3 million (1.3%) positive impact on EAAA’s fiscal year 2020 sales compared with 2019, due primarily to statethe strengthening of the Euro and British Pound sterling against the U.S. dollar. On a market segment basis, the EAAA sales decrease was most significant in the hospitality (down 40.3%), corporate office (down 19.1%), public buildings (down 16.0%) and retail (down 12.9%) market segments.
EAAA AOI for 2021 compared with 2020
AOI in EAAA increased 74.1% during 2021 versus 2020. Currency fluctuations had an approximately $3.1 million (6.4%) positive impact on AOI for 2021. SG&A expenses as a percentage of net operating loss carryforwards utilizedsales decreased to 23.0% in 20162021 compared to 2015. For additional information24.6% in 2020 due to savings from cost reduction initiatives implemented in the prior year. AOI as a percentage of net sales increased to 6.8% in 2021 compared to 4.2% in 2020, due primarily to higher sales as discussed above.
EAAA AOI for 2020 compared with 2019
AOI in EAAA decreased 25.8% during 2020 versus 2019, primarily due to the impacts of COVID-19 which resulted in lower sales volumes in 2020. Currency fluctuations had an approximately $0.9 million (1.4%) positive impact on taxes and a reconciliation of effective tax rates to statutory tax rates, see the Note 13 entitled “Taxes on Income” in Item 8 of this Report.

AOI for 2020.


Liquidity and Capital Resources

General

In our business, we require cash and other liquid assets primarily to purchase raw materials and to pay other manufacturing costs, in addition to funding normal course SG&A expenses, anticipated capital expenditures, interest expense and potential special projects. We generate our cash and other liquidity requirements primarily from our operations and from borrowings or letters of credit under our Syndicated Credit Facility and Senior Notes discussed below.

We anticipate that our liquidity is sufficient to meet our obligations for the next 12 months and we expect to generate sufficient cash to meet our long-term obligations.

Below is a summary of our material cash requirements for future periods:

  Payments Due by Period
 Total Payments
Due
Less than
1 year
1-3 years3-5 yearsMore than
5 years
 (in thousands)
Long-term debt obligations$525,131 $15,002 $30,004 $180,125 $300,000 
Operating and finance lease obligations130,820 19,802 28,625 21,726 60,667 
Expected interest payments132,949 21,941 42,756 35,252 33,000 
Purchase obligations17,787 16,531 1,193 63 — 
Pension cash obligations33,917 5,970 5,973 6,211 15,763 
Total$840,604 $79,246 $108,551 $243,377 $409,430 


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Historically, we use more cash in the first half of the fiscal year, as we pay insurance premiums, taxes and incentive compensation and build up inventory in preparation for the holiday/vacation season of our international operations.

25

In December 2016, one of the Company’s foreign subsidiaries borrowed 61 million euros (approximately $63.5 million)fiscal year 2022, which includes, among other things, scheduled debt repayments under the Syndicated Credit Facility. The funds were distributedFacility, pension contributions, interest payments on our debt and lease commitments. Our long-term debt obligations include the contractually scheduled principal repayment of our term loan borrowings under the Syndicated Credit Facility, which matures in 2025, and $300 million on our Senior Notes due in 2028. Operating and finance lease obligations consist of undiscounted lease payments due over the term of the lease. Expected interest payments are those associated with borrowings under the Syndicated Credit Facility and Senior Notes consistent with our contractually scheduled principal repayments. Our purchase obligations are for non-cancellable agreements primarily for raw material purchases and capital expenditures. Our current and long-term pension obligations include contributions and expected benefit payments to its U.S. parent companybe paid by the Company related to fund then-currentcertain defined benefit pension plans and projected U.S. cash needs. A significant portionexcludes the expected benefit payments for two of our funded foreign defined benefit plans as these borrowings were repaidobligations will be paid by the plans over the next ten years.


Based on current interest rates and debt levels, we expect our aggregate interest expense for 2022 to be between $27 million and $28 million. We estimate aggregate capital expenditures in the first quarter of 2017.

2022 to be approximately $30 million, although we are not committed to these amounts.

Liquidity

At December 31, 2017,January 2, 2022, we had $87.0$97.3 million in cash. Approximately $14.1$1.7 million of this cash was located in the U.S., and the remaining $72.9$95.6 million was located outside of the U.S. The cash located outside of the U.S. is indefinitely reinvested in the respective jurisdictions (except as identified below). We believe that our strategic plans and business needs, particularly for working capital needs and capital expenditure requirements in Europe, Asia, Canada, and Australia, support our assertion that a portion of our cash in foreign locations will be reinvested and remittance will be postponed indefinitely. Of the $72.9$95.6 million of cash in foreign jurisdictions, approximately $43.0$12.9 million represents earnings which we have determined are not permanently reinvested, and as such we have provided for foreign withholding and U.S. state income taxes on these amounts in accordance with applicable accounting standards.

As of December 31, 2017,January 2, 2022, we had $229.9$225.1 million of borrowings outstanding under our Syndicated Credit Facility, of which $217.6 million were term loan borrowings and $6.0$7.5 million were revolving loan borrowings. Additionally, $1.6 million in letters of credit were outstanding under ourthe Syndicated Credit Facility. Of those borrowings outstanding, $170.0 million were Term Loan A borrowings and $59.9 million were revolving loan borrowings.Facility at the end of fiscal year 2021. As of December 31, 2017,January 2, 2022, we could have incurred $184.1had additional borrowing capacity of $290.9 million under the Syndicated Credit Facility and $6.0 million of additional revolving loan borrowings under our Syndicated Credit Facility. In addition, we could have incurred the equivalent of $9.8 million of borrowingsborrowing capacity under our other credit facilities in place at other non-U.S. subsidiaries.

We have approximately $95.0


On November 17, 2020, we issued $300 million in contractual cash obligationsaggregate principal amount of 5.50% Senior Notes due by the end2028 (the “Senior Notes”), which are discussed further below. As of fiscal year 2018, which includes, among other things, pension cash contributions, interest payments on our debt and lease commitments. Based on current interest rate and debt levels,January 2, 2022, we expect our aggregate interest expense for 2018 to be between $8had $300.0 million and $11 million. We estimate aggregate capital expenditures in 2018 to be between $50 million and $60 million, although we are not committed to these amounts.

of Senior Notes outstanding.


It is important for you to consider that we have a significant amount of indebtedness. Our Syndicated Credit Facility matures in AugustNovember of 2022.2025 and the Senior Notes, as discussed below, mature in December 2028. We cannot assure you that we will be able to renegotiate or refinance any of our debt on commercially reasonable terms, or at all. If we are unable to refinance our debt or obtain new financing, we would have to consider other options, such as selling assets to meet our debt service obligations and other liquidity needs, or using cash, if available, that would have been used for other business purposes.

It is also important for you to consider that borrowings under our Syndicated Credit Facility comprise thea substantial majorityportion of our indebtedness, and that these borrowings are based on variable interest rates (as described below) that expose the Company to the risk that short-term interest rates may increase. We have, however,During 2020, we entered into anfixed rate Senior Notes (as described below) which reduced the amount of indebtedness subject to interest rate swap transactionrisk. In the fourth quarter of 2020, we terminated our interest rate swaps that were previously being used to fix thea portion of our variable interest rate with respect to $100 million of the term loan borrowings under the Syndicated Credit Facility.debt. For information regarding the current variable interest rates of these borrowings, the potential impact on our interest expense from hypothetical increases in short term interest rates, and the interest rate swap transaction, please see the discussion in Item 7A of this Report.


We are not a party to any material off-balance sheet arrangements.


33

Analysis of Cash Flows
The following table presents a summary of cash flows for fiscal years 2021, 2020 and 2019:

 Fiscal Year
 202120202019
(in thousands)
Net cash provided by (used in):  
Operating activities$86,689 $119,070 $141,768 
Investing activities(28,071)(61,689)(74,222)
Financing activities(60,858)(42,715)(66,677)
Effect of exchange rate changes on cash(3,561)7,086 (557)
Net change in cash and cash equivalents(5,801)21,752 312 
Cash and cash equivalents at beginning of period103,053 81,301 80,989 
Cash and cash equivalents at end of period$97,252 $103,053 $81,301 

We ended 2021 with $97.3 million in cash, a decrease of $5.8 million during the year. The decrease was primarily due to the following:

Cash provided by operating activities was $86.7 million for 2021, which represents a decrease of $32.4 million compared to 2020. The decrease was primarily due to a greater use of cash for working capital during 2021. Specifically, higher accounts receivable and inventories primarily attributable to increased customer demand in 2021 were partially offset by increases in accounts payable and accrued expenses that contributed positively to the change in working capital. Lower variable compensation payouts in 2021 related to 2020 performance had a positive impact on cash provided by operating activities, partially offsetting the decrease from changes in working capital.

Cash used in investing activities was $28.1 million for 2021, which represents a decrease of $33.6 million from 2020. The decrease was primarily due to lower capital expenditures compared to 2020 as two major capital projects were substantially completed in the prior year.

Cash used in financing activities was $60.9 million for 2021, which represents an increase of $18.1 million compared to 2020. In 2021, we repaid approximately $60 million in term loan borrowings which contributed to the increase in cash used in financing activities (compared with 2020, when repayments on term loan borrowings were largely funded with the proceeds from the issuance of the $300 million Senior Notes).

We ended 2020 with $103.1 million in cash, an increase of $21.8 million during the year. The increase was primarily due to the following:

Cash provided by operating activities was $119.1 million for 2020, which represents a decrease of $22.7 million compared to 2019. The decrease was primarily due to lower net income due to the impacts of COVID-19, offset by working capital sources of cash, specifically a decrease in accounts receivable of $40.1 million, lower inventories of $38.7 million and lower prepaid and other expenses of $13.0 million. These sources of cash were offset by a $60.9 million use of cash in accounts payable and accrued expenses to fund normal operations.

Cash used in investing activities was $61.7 million for 2020, which represents a decrease of $12.5 million from 2019. The decrease was primarily due to lower capital expenditures compared to 2019 due to fewer project demands and lower capital investment as a result of the impacts of COVID-19.

Cash used in financing activities was $42.7 million for 2020, which represents a decrease of $24.0 million compared to 2019. Financing activities for 2020 include higher loan borrowings of $320.0 million primarily due to the issuance of $300 million of Senior Notes, offset by (1) higher repayments of revolving and term loan borrowings as the proceeds from the issuance of the Senior Notes were used to repay $290.7 million of outstanding term and revolving loan borrowings under the Syndicated Credit Facility,

and (2) a decrease in dividends paid of $9.8 million.



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Table of Contents
We have a syndicated credit facility (the “ended 2019 with $81.3 million in cash, an increase of $0.3 million during the year. The most significant uses of cash in 2019 were (1) repayments on our Syndicated Credit Facility” orFacility of $111.7 million offset by borrowings of $90 million, (2) capital expenditures of $74.6 million, (3) $25.2 million to repurchase 1.6 million shares of the Company’s outstanding common stock, and (3) dividend payments of $15.4 million. These uses were offset by cash flow from operations of $141.8 million, primarily generated from (1) net income of $79.2 million, (2) $19.4 million for increases in accounts payable and accrued expenses, and (3) $2.6 million due to a decrease in inventories. These sources of cash were reduced by working capital uses of (1) $9.7 million due to increases in prepaid expenses, and (2) $0.9 million due to increases in accounts receivable.

We believe that our liquidity position will provide sufficient funds to meet our current commitments and other cash requirements for the foreseeable future. 

Syndicated Credit Facility 

In the normal course of business, in addition to using our available cash, we fund our operations by borrowing under our Syndicated Credit Facility (the “Facility”, most recently amended and restated in August 2017) pursuant to which). At January 2, 2022, the lenders provide to usFacility provided the Company and certain of ourits subsidiaries with a multicurrency revolving creditloan facility up to $300 million, as well as other U.S. denominated and provide to us amulticurrency term loan.  The key features ofloans. Material terms under the Facility are as follows:

The Facility matures in August of 2022.

The Facility includes a multicurrency revolving loan facility made available to the Company and our principal subsidiaries in Europe and Australia not to exceed $250 million in the aggregate at any one time outstanding. A sublimit of $40 million exists for the issuance of letters of credit under the Facility.

The Facility includes a Term Loan A borrowing that had an original principal amount of $177.5 million.

The Facility provides for required amortization payments of the Term Loan A borrowing, as well as mandatory prepayments of the Term Loan A borrowing (and any term loans made available pursuant to any future multicurrency loan facility increase) from certain asset sales, casualty events and debt issuances, subject to certain qualifications and exceptions as provided for therein.

Advances under the Facility are secured by a first-priority lien on substantially all of Interface, Inc.’s assets and the assets of each of our material domestic subsidiaries, which have guaranteed the Facility.

The Facility contains financial covenants (specifically, a consolidated net leverage ratio and a consolidated interest coverage ratio) that must be met as of the end of each fiscal quarter.

We have the option to increase the borrowing availability under the Facility, either for revolving loans or term loans, by up to $150 million, subject to the receipt of lender commitments for the increase and the satisfaction of certain other conditions.

26


Interest RatesandFees. Interest
Under the Facility, interest on base rate loans is charged at varying rates computed by applying a margin ranging from 0.25% to 1.50% over the applicable base interest rate (which is defined as the greatest of the prime rate, a specified federal funds rate plus 0.50%, or a specified Eurocurrency rate)2.00%, depending on ourthe Company’s consolidated net leverage ratio (as defined in the Facility agreement) as of the most recently completed fiscal quarter. Interest on Eurocurrency-based loans and fees for letters of credit are charged at varying rates computed by applying a margin ranging from 1.25% to 2.50%3.00% over the applicable Eurocurrency rate, depending on ourthe Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. In addition, we paythe Company pays a commitment fee ranging from 0.20% to 0.35%0.40% per annum (depending on ourthe Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.

Amortization Prepayments. We are required

LIBOR Transition

The U.K. Financial Conduct Authority (the “FCA”), which regulates the London interbank offered rate (“LIBOR”), announced that the FCA will no longer persuade or compel banks to make quarterly amortization paymentssubmit rates for the calculation of $3.75 millionLIBOR after 2021. This announcement indicated that the continuation of LIBOR on the current basis was not guaranteed after 2021, and LIBOR may be discontinued or modified. Additionally, certain U.S. dollar LIBOR rates will be discontinued by June 2023. The Federal Reserve Bank of New York began publishing the Secured Overnight Financing Rate (“SOFR”) in April 2018 as an alternative for LIBOR. SOFR is a broad measure of the Term Loan A borrowing.

cost of borrowing cash overnight collateralized by U.S. Treasury securities. We have exposure to LIBOR-based financial instruments under the Facility, which has variable (or floating) interest rates based on LIBOR. The Facility allows for the use of an alternative benchmark rate if LIBOR is no longer available.


On December 9, 2021, we entered into the fourth amendment to the Facility to replace the LIBOR interest rate benchmark applicable to loans and other extensions of credit under the Facility denominated in British Pounds sterling and Euros with specified successor benchmark rates, to amend certain provisions related to the implementation, use and administration of successor benchmark rates, and to set forth certain borrowing requirements in the event LIBOR and other successor rates become unavailable.

Covenants.
The Facility contains standard and customary covenants for agreements of this type, including various reporting, affirmative and negative covenants. Among other things, these covenants limit our ability to:

create or incur liens on assets;

make acquisitions of or investments in businesses (in excess of certain specified amounts);

incur indebtedness or contingent obligations;

sell or dispose of assets (in excess of certain specified amounts);

pay dividends or repurchase our stock (in excess of certain specified amounts);

repay other indebtedness prior to maturity unless we meet certain conditions; and

enter into sale and leaseback transactions.


create or incur liens on assets;
make acquisitions of or investments in businesses (in excess of certain specified amounts);
engage in any material line of business substantially different from the Company’s current lines of business;
incur indebtedness or contingent obligations;
sell or dispose of assets (in excess of certain specified amounts);
pay dividends or repurchase our stock (in excess of certain specified amounts);
repay other indebtedness prior to maturity unless we meet certain conditions; and
enter into sale and leaseback transactions.
35

The Facility also requires us to remain in compliance with the following financial covenants as of the end of each fiscal quarter, based on our consolidated results for the year then ended:

Consolidated Net Leverage Ratio: Must be no greater than 3.75:1.00.

Consolidated Interest Coverage Ratio: Must be no less than 2.25:1.00.


Consolidated Secured Net Leverage Ratio: Must be no greater than 3.00:1.00.
Consolidated Interest Coverage Ratio: Must be no less than 2.25:1.00.

Events of Default.
If we breach or fail to perform any of the affirmative or negative covenants under the Facility, or if other specified events occur (such as a bankruptcy or similar event or a change of control of Interface, Inc. or certain subsidiaries, or if we breach or fail to perform any covenant or agreement contained in any instrument relating to any of our other indebtedness exceeding $20 million), after giving effect to any applicable notice and right to cure provisions, an event of default will exist. If an event of default exists and is continuing, the lenders’ Administrative Agent may, and upon the written request of a specified percentage of the lender group shall:

declare all commitments of the lenders under the facility terminated;

declare all amounts outstanding or accrued thereunder immediately due and payable; and

exercise other rights and remedies available to them under the agreement and applicable law.


declare all commitments of the lenders under the facility terminated;
declare all amounts outstanding or accrued thereunder immediately due and payable; and
exercise other rights and remedies available to them under the agreement and applicable law.

Collateral.
Pursuant to ana Second Amended and Restated Security and Pledge Agreement, the Facility is secured by substantially all of the assets of Interface, Inc. and our domestic subsidiaries (subject to exceptions for certain immaterial subsidiaries), including all of the stock of our domestic subsidiaries and up to 65% of the stock of our first-tier material foreign subsidiaries. If an event of default occurs under the Facility, the lenders’ Administrative Agent may, upon the request of a specified percentage of lenders, exercise remedies with respect to the collateral, including, in some instances, foreclosing mortgages on real estate assets, taking possession of or selling personal property assets, collecting accounts receivables, or exercising proxies to take control of the pledged stock of domestic and first-tier material foreign subsidiaries.


As of December 31, 2017,January 2, 2022, we had $170.0outstanding $217.6 million of Term Loan A borrowingsterm loan borrowing and $59.9$7.5 million of revolving loan borrowings outstanding under the Facility, and had $6.0$1.6 million in letters of credit outstanding under the Facility.

As of January 2, 2022, the weighted average interest rate on borrowings outstanding under the Facility was 1.91%.


Under the Facility, we are required to make quarterly amortization payments of the term loan borrowings. The amortization payments are due on the last day of the calendar quarter.
We are presentlycurrently in compliance with all covenants under theSyndicated Credit Facility and anticipate that we will remain in compliance with the covenants for the foreseeable future.

In the thirdfourth quarter of 2017,2020, we entered into anterminated our interest rate swaps and paid approximately $13 million to terminate the swap transaction that fixed the variable interest rate with respect to $100 million of the term loan borrowings under the Syndicated Credit Facility.agreements. For additional information, on interest rates, please see Item 7A and Note 89 entitled “Borrowings”“Long-Term Debt” in Item 8 of this Report.


27Senior Notes

Analysis5.50% Senior Notes due 2028. The Senior Notes bear an interest rate at 5.50% per annum and mature on December 1, 2028. Interest is paid semi-annually on June 1 and December 1 of Cash Flows

We ended 2017 with $87.0 million in cash, a decrease of $78.6 million duringeach year, beginning on June 1, 2021. The Company used the year.  The most significant decrease in cash was duenet proceeds to our share repurchase program which used $91.6repay $269.7 million of cash to repurchase and retire 4.6 million shares of our outstanding common stock, pursuant to our established share repurchase plans.  We also used $72.0 million of cash to repay outstanding borrowings under our Syndicated Credit Facility (including $15.0 million of required amortization payments under our term loan), as well as $15.5 million for the payment of dividends.    We borrowed $25.0 million during 2017 under our Syndicated Credit Facility.  Outside of these financing activities, we also used cash of $30.5 million for capital expenditures during 2017.  These uses of cash were partially offset by cash flow from operations of $103.4 million.  The significant components of cash flow from operations were (1) net income of $53.2 million, and (2) a $12.0 million increase in accruals and accounts payable.  Cash flow from operations was partially offset by (1) an increase of accounts receivable of $10.3 million, and (2) an increase in inventory of $13.6 million.  Included in cash flow from operations is a $15.2 million add-back to net income related to the non-cash charge recorded in 2017 in connection with the Tax Act.  A portion of this impact (an estimated $9.8 million) will result in cash expenditures over the next eight years as is allowed by the Tax Act.  However, this estimated amount could change as the Company completes its analysis of the Tax Act over the course of 2018.

We exited 2016 with $165.7 million in cash, an increase of $90.0 million during the year.  The most significant increase in cash was a result of borrowings under our Syndicated Credit Facility, the largest portion of which was borrowings of $63.5 million in the December 2016 borrowing transaction discussed above.  We also borrowed an additional $23.9 million under our Syndicated Credit Facility during 2016.  Outside of these borrowings, our cash flow from operating activities of $98.1 million was the most significant factor in our cash generation.  The significant components of this cash flow from operations were (1) net income of $54.2 million, (2) a $12.2 million increase in accounts payable and accruals, and (3) a $2.7 million decrease in inventory.  These increases were partially offset by a $7.7 million increase in prepaid expenses and other assets.  Other primary uses of cash during 2016 were (1) capital expenditures of $28.1 million, (2) $18.5 million used to repurchase and retire 1.2 million shares of our outstanding common stock pursuant to our established share repurchase plan, (3) $17.6 million of repayments under our Syndicated Credit Facility, (4) $14.3 million for the payment of dividends, and (5) $12.5 million for repayment of term loan borrowings under our Syndicated Credit Facility as required by the applicable amortization schedule.

We exited 2015 with $75.7 million in cash, an increase of $20.8 million during the year.  The increase in cash was primarily due to improved cash flow from operating activities of $126.5 million in 2015, compared with $46.4 million in 2014.  The factors driving the increase in cash flow from operating activities were (1) higher net income in 2015 due to improved operational performance, (2) a $16.2 million reduction in cash paid for interest, (3) an $18.7 million reduction in accounts receivable, and (4) a $15.5 million increase in accounts payable and accrued expenses.  The increase in cash from operating activities was partially offset by an increase in inventories of $26.5 million and an increase in prepaid expenses and other assets of $8.3 million.  Our other primary uses of cash during 2015 were (1) $45.3$21.0 million of repayments ofoutstanding revolving loan borrowings under our Syndicated Credit Facility, (2) $27.2the Facility. In connection with the issuance of the Senior Notes, the Company recorded $5.7 million of capital expenditures, primary relateddebt issuance costs. These debt issuance costs were recorded as a reduction of long-term debt in the consolidated balance sheets and will be amortized over the life of the outstanding debt.



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Table of Contents
The Senior Notes are unsecured and are guaranteed, jointly and severally, by each of the Company’s material domestic subsidiaries, all of which also guarantee the obligations of the Company under its existing Facility. The Company’s foreign subsidiaries and certain non-material domestic subsidiaries are considered non-guarantors. Net sales for the non-guarantor subsidiaries were approximately $594 million for fiscal year 2021 and $548 million for fiscal year 2020. Total indebtedness of the non-guarantor subsidiaries was approximately $45 million as of January 2, 2022, and $88 million as of January 3, 2021. The Senior Notes can be redeemed on or after December 1, 2023, at specified redemption prices. See Note 9 entitled “Long-Term Debt” in Item 8 of this report for additional information.
Forward-Looking Statement on Impact of COVID-19

While we are aggressively managing our response to the COVID-19 pandemic, its impacts on our manufacturing locations,full fiscal year 2022 results and beyond are uncertain. We believe the most significant elements of uncertainty are (1) the intensity and duration of the impact on construction, renovation, and remodeling; (2) corporate, government, and consumer spending levels and sentiment; (3) $13.3 million used to repurchase and retire 650,000 sharesthe ability of our outstanding common stock, pursuantsales channels, supply chain, manufacturing, and distribution partners to continue operating through disruptions; and (4) the severity of global supply chain disruptions and their effects on inflation, labor shortages, raw material shortages, and other factors that disrupt our established share repurchase plan, (4) $11.9 million forsupply chain and manufacturing facilities. Any or all of these factors could negatively impact our financial position, results of operations, cash flows, and outlook. As the paymentimpact of dividends,the COVID-19 pandemic continues to affect companies with global operations, specifically as it relates to the global supply chain, we anticipate that, at a minimum, our business and (5) $2.5 million for repaymentresults in the first half of term loan borrowings under our Syndicated Credit Facility as required by2022 will continue to be affected, and the applicable amortization schedule.

We believe that ourtimeline and pace of recovery is uncertain.


Cash flows from operations, cash and cash equivalents, and other sources of liquidity position will provideare expected to be available and sufficient funds to meet foreseeable cash requirements. However, the Company’s cash flows from operations can be affected by numerous factors including the uncertainty of COVID-19 and its impact on global operations, raw material availability and cost, demand for our current commitmentsproducts, and other cash requirements for the foreseeable future.

factors described in “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.

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37

TableTable of Contents

Funding Obligations

We have various contractual obligations that we must fund as part of our normal operations. The following table discloses aggregate information about our contractual obligations and the periods in which payments are due. The amounts and time periods are measured from December 31, 2017.

      

Payments Due by Period

 
  

Total Payments Due

  

Less than

1 year

  

1-3 years

  

3-5 years

  

More than

5 years

 
  

(in thousands)

 

Long-Term Debt Obligations

 $229,928  $15,000  $30,000  $184,928  $0 

Operating Lease Obligations(1)

  62,439   16,719   21,789   8,431   15,500 

Expected Interest Payments(2)

  28,842   7,013   12,589   9,240   0 

Unconditional Purchase Obligations(3)

  49,383   45,091   3,709   583   0 

Pension Cash Obligations(4)

  123,169   11,145   23,044   24,329   64,651 

Total Contractual Cash Obligations(5) (6)

 $493,761  $94,968  $91,131  $227,511  $80,151 

______________________  

(1)

Our capital lease obligations are insignificant.

(2)

Expected interest payments to be made in future periods reflect anticipated interest payments related to the $170.0 million of Term Loan A borrowings outstanding and the $59.9 million of revolving loan borrowings outstanding under our Syndicated Credit Facility as of December 31, 2017. We have also assumed in the presentation above that these borrowings will remain outstanding until maturity with the exception of the required amortization payments for our Term Loan A borrowings.

(3)

Unconditional purchase obligations do not include unconditional purchase obligations that are included as liabilities in our Consolidated Balance Sheet. Our capital expenditure commitments are not significant.

(4)

We have two foreign defined benefit plans and a domestic salary continuation plan. We have presented above the estimated cash obligations that will be paid under these plans over the next ten years. Such amounts are based on several estimates and assumptions and could differ materially should the underlying estimates and assumptions change. Our domestic salary continuation plan is an unfunded plan, and we do not currently have any commitments to make contributions to this plan. However, we do use insurance instruments to hedge our exposure under the salary continuation plan. Contributions to our other employee benefit plans are at our discretion.

(5)

The above table does not reflect unrecognized tax benefits of $29.2 million, the timing of which payments are uncertain. See Note 13 entitled “Taxes on Income” in Item 8 of this Report for further information.

(6)

The above table does not reflect any provisional payments under the U.S. Tax Cuts and Jobs Act enacted December 2017. At this time, the Company estimates it will be required to pay $9.8 million for transition toll taxes over a maximum of eight years. The Company is still analyzing the impact of the U.S. Tax Cuts and Jobs Act and will determine during 2018 the ultimate amount and timing of these payments. The $9.8 million amount is currently included as an accrued liability in our consolidated financial statements. As these amounts and timing are still under review and may increase or decrease during 2018, the Company has not included them in the above table. See Note 13 entitled “Taxes on Income” in Item 8 of this Report for further information.

Critical Accounting Policies

and Estimates

The policies and estimates discussed below are considered by management to be critical to an understanding of our consolidated financial statements because their application places the most significant demands on management’smanagement’s judgment, with financial reporting results relying on estimations about the effects of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events may not develop as forecasted, and the best estimates routinely require adjustment.

Revenue Recognition. The vast majority of our revenue is recognized at the date of shipment when the following criteria are met: persuasive evidence of an agreement exists, price to the buyer is fixed and determinable, and collectability is reasonably assured. Delivery is not considered to have occurred until the customer takes title and assumes the risks and rewards of ownership, which is generally on the date of shipment. Provisions for discounts, sales returns and allowances are estimated using historical experience, current economic trends, and the Company’s quality performance. The related provision is recorded as a reduction of sales and cost of sales in the same period that the revenue is recognized. Accordingly, our estimates and assumptions regarding revenue recognition primarily relate to sales returns and allowances, which historically have been in the range of 2.5-3.0% of gross sales. Over the last several years, we have not experienced any significant fluctuation in sales returns and allowances, our estimates and assumptions related thereto have not changed significantly, and we believe our estimates and assumptions to be reasonably accurate. Management also believes this past experience can be relied upon for such estimates and assumptions in future periods, as our business model and customer mix have not changed significantly.

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Table of Contents

A small percentage (approximately 5%) of our revenue relates to flooring installation projects, which generally involve short time periods (typically less than two weeks) and therefore present little risk of material difference due to changes in experience.

Shipping and handling fees billed to customers are classified in net sales in the consolidated statements of operations. Shipping and handling costs incurred are classified in cost of sales in the consolidated statements of operations.

Impairment of Long-Lived Assets.Long-lived assets are reviewed for impairment at the asset group level whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, an impairment is indicated. A loss is then recognized for the difference, if any, between the fair value of the asset (as estimated by management using its best judgment) and the carrying value of the asset. Management’s judgement in estimating the undiscounted cash flows based on market conditions and trends, and other industry specific metrics used in determining the fair value is subject to uncertainty. If actual market value is less favorable than that estimated by management, additional write-downs may be required.

Deferred Income Tax Assets and Liabilities.The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies in accordance with applicable accounting standards and are based on management’s assumptions and estimates regarding future operating results and levels of taxable income, as well as management’s judgment regarding the interpretation of the provisions of applicable accounting standards. The carrying values of liabilities for income taxes currently payable are based on management’s interpretations of applicable tax laws and incorporate management’s assumptions and judgments regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, assumptions and judgments in connection with accounting for income taxes may result in materially different carrying values of income tax assets and liabilities and results of operations.

We evaluate the recoverability of these deferred tax assets by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income inherently rely heavily on estimates. We use our historical experience and our short and long-term business forecasts to provide insight. Further, our global business portfolio gives us the opportunity to employ various prudent and feasible tax planning strategies to facilitate the recoverability of future deductions. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. As of December 31, 2017,January 2, 2022, and January 1, 2017,3, 2021, we had state net operating loss carryforwards of $108.6$153.0 million and $108.9$142.7 million, respectively. As of January 1, 2017, we had $3.8 million of foreign net operating loss carryforwards. Certain of these state net operating loss carryforwards are reserved with a valuation allowance because, based on the available evidence, we believe it is more likely than not that we would not be able to utilize those deferred tax assets in the future. The remaining year-end 20172021 amounts are expected to be fully recoverable within the applicable statutory expiration periods. If the actual amounts of taxable income differ from our estimates, the amount of our valuation allowance could be materially impacted

impacted.

Goodwill. Pursuant Prior to applicable accounting standards,the adoption of Accounting Standards Update (“ASU”) 2017-04 “Intangibles-Goodwill and Other”, we testtested goodwill for impairment at least annually using a two steptwo-step approach. In the first step of this approach, we prepareprepared valuations of reporting units, using both a market comparable approach and an income approach, and those valuations arewere compared with the respective book values of the reporting units to determine whether any goodwill impairment exists.existed. In preparing the valuations, past, present and expected future performance iswas considered. If impairment iswas indicated in this first step of the test, a step two valuation approach iswas performed. The step two valuation approach comparescompared the implied fair value of goodwill to the book value of goodwill. The implied fair value of goodwill iswas determined by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, including both recognized and unrecognized intangible assets, in the same manner as goodwill is determined in a business combination under applicable accounting standards. After completion of this step two test, a loss iswas recognized for the difference, if any, between the fair value of the goodwill associated with the reporting unit and the book value of that goodwill. If

 On December 30, 2019, the actualCompany adopted ASU 2017-04, “Intangibles - Goodwill and Other,” that provides for the elimination of Step 2 from the goodwill impairment test described above. Under the new guidance, impairment charges are recognized to the extent the carrying amount of a reporting unit exceeds its fair value with certain limitations.


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In accordance with applicable accounting standards, the Company tests goodwill for impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Management’s assessment of whether a triggering event has occurred and the goodwill is determineddevelopment of any forecasts to be less than that estimated, an additional write-down may be required.

used in the fair value determination are subject to judgement. During the fourth quarters of 2017, 20162021, 2020 and 2015,2019, we performed the annual goodwill impairment test. We perform this test at the reporting unit level. For our reporting units which carried a goodwill balance as of December 31, 2017,January 2, 2022, no impairment of goodwill was indicated. As of December 31, 2017,January 2, 2022, if our estimates of the fair value of our reporting units were 10% lower, we believe no additional goodwill impairment would have existed.

However, the full extent of the future impact of COVID-19 on the Company’s operations is uncertain, and a prolonged COVID-19 pandemic could result in additional impairment of goodwill. If the actual fair value of the goodwill is determined to be less than that estimated, an additional write-down may be required.

Inventories.We determine the value of inventories using the lower of cost or net realizable value. We write down inventories for the difference between the carrying value of the inventories and their net realizable value. If actual market conditions are less favorable than those projected by management, additional write-downs may be required.

We estimate

Management’s judgement in estimating our reserves for inventory obsolescence by continuously examiningis based on continuous examination of our inventories to determine if there are indicators that carrying values exceed net realizable values. Experience has shown that significant indicators that could require the need for additional inventory write-downs are the age of the inventory, the length of its product life cycles, anticipated demand for our products and current economic conditions. While we believe that adequate write-downs for inventory obsolescence have been made in the consolidated financial statements, consumer tastes and preferences will continue to change and we could experience additional inventory write-downs in the future. Our inventory reserve on December 31, 2017January 2, 2022 and January 1, 2017,3, 2021, was $20.4$27.1 million and $17.6$35.0 million, respectively. To the extent that actual obsolescence of our inventory differs from our estimate by 10%, our 20172021 net income would be higher or lower by approximately $1.5$2.1 million, on an after-tax basis.


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Pension Benefits.Net pension expense recorded is based on, among other things, assumptions about the discount rate, estimated return on plan assets and salary increases. While management believes these assumptions are reasonable, changes in these and other factors and differences between actual and assumed changes in the present value of liabilities or assets of our plans above certain thresholds could cause net annual expense to increase or decrease materially from year to year. The actuarial assumptions used in our salary continuation plan and our foreign defined benefit plans reporting are reviewed periodically and compared with external benchmarks to ensure that they appropriately account for our future pension benefit obligation. The expected long-term rate of return on plan assets assumption is based on weighted average expected returns for each asset class. Expected returns reflect a combination of historical performance analysis and the forward-looking views of the financial markets, and include input from actuaries, investment service firms and investment managers. The table below represents the changes to the projected benefit obligation as a result of changes in discount rate assumptions:

Foreign Defined Benefit Plans

 

Increase (Decrease) in

Projected Benefit Obligation

 
  

(in millions)

 

1% increase in actuarial assumption for discount rate

 $(60.1)

1% decrease in actuarial assumption for discount rate

 $61.5 

Domestic Salary Continuation Plan

 

Increase (Decrease) in

Projected Benefit Obligation

 
  

(in millions)

 

1% increase in actuarial assumption for discount rate

 $(3.3)

1% decrease in actuarial assumption for discount rate

 $4.0 

Environmental Remediation. We provide for environmental remediation costs and penalties when the responsibility to remediate is probable and the amount


Foreign Defined Benefit PlansIncrease (Decrease) in
Projected Benefit Obligation
(in millions)
1% increase in actuarial assumption for discount rate$(47.1)
1% decrease in actuarial assumption for discount rate60.2 
Domestic Salary Continuation PlanIncrease (Decrease) in
Projected Benefit Obligation
(in millions)
1% increase in actuarial assumption for discount rate$(3.0)
1% decrease in actuarial assumption for discount rate3.6 

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Table of associated costs is reasonably determinable. Remediation liabilities are accrued based on estimates of known environmental exposures and are discounted in certain instances. We regularly monitor the progress of environmental remediation. Should studies indicate that the cost of remediation is to be more than previously estimated, an additional accrual would be recorded in the period in which such determination is made. As of December 31, 2017, no significant amounts were provided for remediation liabilities.

Contents

Allowances for Doubtful Accounts. Expected Credit Losses.We maintain allowances for doubtful accounts for estimatedexpected credit losses resulting from the inability of customers to make required payments. Estimating thisthe amount of future expected losses requires us to analyze the financial strengthsconsider historical losses from our customers, as well as current market conditions and future forecasts of our customers. If the financial condition of our customers were to deteriorate, resulting in an impairment of theircustomers’ ability to make payments additional allowances may be required.for goods and services. By its nature, such an estimate is highly subjective, and it is possible that the amount of accounts receivable that we are unable to collect may be different than the amount initially estimated. Our allowance for doubtful accountsexpected credit losses on December 31, 2017January 2, 2022 and January 1, 2017,3, 2021, was $3.5$5.0 million and $3.8$6.6 million, respectively. To the extent the actual collectability of our accounts receivable differs from our estimates by 10%, our 20172021 net income would be higher or lower by approximately $0.3$0.4 million, on an after-tax basis, depending on whether the actual collectability was better or worse, respectively, than the estimated allowance.

Product Warranties.We typically provide limited warranties with respect to certain attributes of our carpet products (for example, warranties regarding excessive surface wear, edge ravel and static electricity) for periods ranging from ten to twenty years, depending on the particular carpet product and the environment in which the product is to be installed. Similar limited warranties are provided on certain attributes of our rubber and LVT products, typically for a period of 5 to 15 years. We typically warrant that any services performed will be free from defects in workmanship for a period of one year following completion. In the event of a breach of warranty, the remedy typically is limited to repair of the problem or replacement of the affected product. We record a provision related to warranty costs based on historical experience and future expectations and periodically adjust these provisions to reflect changes in actual experience. Our warranty and sales allowance reserve on December 31, 2017January 2, 2022 and January 1, 2017,3, 2021, was $4.1$2.7 million and $5.5$3.2 million, respectively. Actual warranty expense incurred could vary significantly from amounts that we estimate. To the extent the actual warranty expense differs from our estimates by 10%, our 20172021 net income would be higher or lower by approximately $0.3$0.2 million, on an after-tax basis, depending on whether the actual expense is lower or higher, respectively, than the estimated provision.

Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements.

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Recent Accounting Pronouncements

Please see Item 8, Note 2 entitled “Recent Accounting Pronouncements” in Item 8 of this Report for discussion of these items.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market Risk

As a result of the scope of our global operations, we are exposed to an element of market risk from changes in interest rates and foreign currency exchange rates. Our results of operations and financial condition could be impacted by this risk. We manage our exposure to market risk through our regular operating and financial activities and, to the extent we deem appropriate, through the use of derivative financial instruments.

We employhave employed derivative financial instruments as risk management tools and not for speculative or trading purposes. We monitor the use of derivative financial instruments through objective measurable systems, well-defined market and credit risk limits, and timely reports to senior management according to prescribed guidelines. We have established strict counter-party credit guidelines and enter into transactions only with financial institutions with a rating of investment grade or better. As a result, we consider the risk of counter-party default to be minimal.

There were no active derivative instruments as of January 2, 2022.

Interest Rate Market Risk Exposure

Changes in interest rates affect the interest paid on certain of our debt. To mitigate the impact of fluctuations in interest rates, our management monitors interest rates and has developed and implemented a policy to maintain the percentage of fixed and variable rate debt within certain parameters, subject to approval by our Board of Directors. In 2017 and 2019, the Company entered into an interest rate swap transactiontransactions with regard to a portion of its term loan debt. The Company’s interest rate swap isswaps were designated and qualifiesqualified as a cash flow hedgehedges of forecasted interest payments. The Company reports the effective portionBoth of the fair value gain or loss on the swap as a component of other comprehensive income (or other comprehensive loss). Gains or losses (if any) on any ineffective portion of derivative instruments in cash flow hedging relationships are recordedCompany’s interest rate swaps were terminated in the period in which they occur as a componentfourth quarter of other expense (or other income) in the Consolidated Condensed Statement of Operations. There were no such gains or losses in 2017. The aggregate notional amount of the swap as of December 31, 2017 was $100 million.

2020.

Foreign Currency Exchange Market Risk Exposure

A significant portion of our operations consists of manufacturing and sales activities in foreign jurisdictions. We manufacture our products in the United States, NorthernNorthern Ireland, the Netherlands, Germany, China, Thailand and Australia, and sell our products in more than 100 countries. As a result, our financial results have been, and could be, significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we distribute our products. Our operating results are exposed to changes in exchange rates between the U.S. dollar and many other currencies, including the euro,Euro, British poundPound sterling, Canadian dollar, Australian dollar Thai baht and Japanese yen.Chinese Renminbi. When the U.S. dollar strengthens against a foreign currency, the value of anticipated sales in those currencies decreases, and vice versa. Additionally, to the extent our foreign operations with functional currencies other than the U.S. dollar transact business in countries other than the United States, exchange rate changes between two foreign currencies could ultimately impact us. Finally, because we report in U.S. dollars on a consolidated basis, foreign currency exchange fluctuations could have a translation impact on our financial position.

At December 31, 2017, To mitigate the impact of fluctuations in foreign currency exchange rates, we may enter into derivative transactions from time to time, such as forward contracts and foreign currency options. There were no active foreign currency derivative instruments as of January 2, 2022.


During 2021, we recognized a $31.6$40.1 million increase in our accumulated other comprehensive loss – foreign currency translation adjustment account compared with January 1, 2017,3, 2021, because of the weakeningstrengthening of the Euro, British Pound sterling, Australian dollar, and Chinese Renminbi against the U.S. dollar against certain foreign currencies during 2017, particularly the euro and the Australian dollar.

in 2021.

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. The market value of instruments affected by interest rate and foreign currency exchange rate risk is computed based on the present value of future cash flows as impacted by the changes in the rates attributable to the market risk being measured. The discount rates used for the present value computations were selected based on market interest and foreign currency exchange rates in effect at December 31, 2017.January 2, 2022. The values that result from these computations are then compared with the market values of the financial instruments. The differences are the hypothetical gains or losses associated with each type of risk.



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Interest Rate Risk

Our weighted average interest rate for our outstanding borrowings in 2017 and 2016 was 3.0% and 2.1%, respectively.

As discussed above, our Syndicated Credit Facility is comprised of a combination of term loan and revolving loan borrowings. The following table summarizes our market risks associated with our variable rate debt obligations under the Syndicated Credit Facility and fixed rate Senior Notes debt as of December 31, 2017.January 2, 2022. For debt obligations, the table presents principal cash flows and related weighted average interest rates by year of maturity. Variable interest rates presented for variable-rate debt represent the

Rate-Sensitive Liabilities2022202320242025ThereafterTotalFair Value
 (in thousands)
Long-term Debt:       
Variable Rate$15,002 $15,002 $15,002 $180,125 $— $225,131 $225,131 
Fixed Rate— — — — 300,000 300,000 315,039 
Our weighted average interest rate onfor our outstanding borrowings under the Syndicated Credit Facility borrowings as of December 31, 2017.

  

2018

  

2019

  

2020

  

2021

  

Thereafter

  

Total

  

Fair Value

 
  

(in thousands)

 

Rate-Sensitive Liabilities

                            

Long-term Debt:

                            

Variable Rate

 $15,000  $15,000  $15,000  $15,000  $169,928  $229,928  $229,928 

Variable Interest Rate

  3.0%  3.0%  3.0%  3.0%  3.0%        

January 2, 2022 and January 3, 2021 was 1.91% and 1.89%, respectively.


An increase in our effective interest rate of 1% on our variable rate debt would increase annual interest expense by approximately $2.3 million. We will continue to review our exposure to interest rate fluctuations and evaluate whether we should continue to manage such exposures through our current and any future interest rate swap transactions.

 The carrying value of the Company’s borrowings under our Syndicated Credit Facility approximates fair value as the Facility bears variable interest rates that are similar to existing market rates. Based on a hypothetical immediate 100 basis point increase in interest rates, with all other variables held constant, the fair value of our fixed rate long-term debt would be impacted by a net decrease of $10.8 million. Conversely, a 100 basis point decrease in interest rates would result in a net increase in the fair value of our fixed rate long-term debt of $6.0 million.


Foreign Currency Exchange Rate Risk

As of December 31, 2017,January 2, 2022, 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 short-term financial instruments (primarily cash, accounts receivable and accounts payable) of $10.1approximately $11.3 million or an increase in the fair value of our financial instruments of $12.3approximately $13.8 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.


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands, except per share data)

 

Net sales

 $996,443  $958,617  $1,001,863 

Cost of sales

  610,422   589,973   618,974 

Gross profit on sales

  386,021   368,644   382,889 
             

Selling, general and administrative expenses

  268,878   263,919   269,296 

Restructuring and asset impairment charges

  7,299   19,788   0 
             

Operating income

  109,844   84,937   113,593 
             

Interest expense

  7,128   6,130   6,401 

Other expense (income)

  2,177   (329)  1,426 
             

Income before income tax expense

  100,539   79,136   105,766 

Income tax expense

  47,293   24,974   33,348 
             

Net income

 $53,246  $54,162  $72,418 
             

Net income per share – basic

 $0.86  $0.83  $1.10 
             

Net income per share – diluted

 $0.86  $0.83  $1.10 
             

Basic weighted average common shares outstanding

  61,996   65,098   66,027 

Diluted weighted average common shares outstanding

  62,040   65,136   66,075 
(in thousands, except per share data)

 FISCAL YEAR
 202120202019
Net sales$1,200,398 $1,103,262 $1,343,029 
Cost of sales767,665 692,688 810,062 
Gross profit on sales432,733 410,574 532,967 
 
Selling, general and administrative expenses324,315 333,229 389,117 
Restructuring, asset impairment and other charges3,621 (4,626)12,947 
Goodwill and intangible asset impairment charge— 121,258 — 
 
Operating income (loss)104,797 (39,287)130,903 
 
Interest expense29,681 29,244 25,656 
Other expense, net2,483 10,889 3,431 
 
Income (loss) before income tax expense72,633 (79,420)101,816 
Income tax expense (benefit)17,399 (7,491)22,616 
 
Net income (loss)$55,234 $(71,929)$79,200 
 
Earnings (loss) per share – basic$0.94 $(1.23)$1.34 
Earnings (loss) per share – diluted$0.94 $(1.23)$1.34 
 
Common shares outstanding – basic58,971 58,547 58,943 
Common shares outstanding – diluted58,971 58,547 58,948 
See accompanying notes to consolidated financial statements.


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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVEINCOME

(LOSS)
  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

Net income

 $53,246  $54,162  $72,418 

Other comprehensive income (loss), after tax

            

Foreign currency translation adjustment

  31,579   (19,011)  (32,575)

Cash flow hedge change in net unrealized gains (losses)

  904   0   0 

Pension liability adjustment

  (1,692)  (11,572)  6,072 
             

Comprehensive income

 $84,037  $23,579  $45,915 
(in thousands)

 FISCAL YEAR
 202120202019
Net income (loss)$55,234 $(71,929)$79,200 
Other comprehensive income (loss), after tax:   
Foreign currency translation adjustment(40,110)52,808 (11,652)
Cash flow hedge gain (loss)3,468 (2,027)(5,489)
Pension liability adjustment15,400 (12,588)(13,090)
Other comprehensive income (loss)(21,242)38,193 (30,231)
Comprehensive income (loss)$33,992 $(33,736)$48,969 
See accompanying notes to consolidated financial statements.


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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

  

END OF FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

ASSETS

        

Current

        

Cash and cash equivalents

 $87,037  $165,672 

Accounts receivable, net

  142,808   126,004 

Inventories, net

  177,935   156,083 

Prepaid expenses and other current assets

  23,087   23,123 

Total current assets

  430,867   470,882 

Property and equipment, net

  212,645   204,508 

Deferred tax asset

  18,003   33,117 

Goodwill, net

  68,754   61,218 

Other assets

  70,331   65,714 
         
Total assets $800,600  $835,439 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

        

Current liabilities

        

Accounts payable

 $50,672  $45,380 

Accrued expenses

  110,974   98,703 

Current portion of long-term debt

  15,000   15,000 

Total current liabilities

  176,646   159,083 

Long term debt

  214,928   255,347 

Deferred income taxes

  6,935   4,728 

Other

  72,000   75,552 
         

Total liabilities

  470,509   494,710 
         

Commitments and contingencies

        
         

Shareholders’ equity

        

Preferred stock

  0   0 

Common stock

  5,981   6,424 

Additional paid-in capital

  271,271   359,451 

Retained earnings

  187,432   140,238 

Accumulated other comprehensive loss – foreign currency translation

  (78,943)  (110,522)

Accumulated other comprehensive income – cash flow hedge

  904   0 

Accumulated other comprehensive loss – pension liability

  (56,554)  (54,862)
         

Total shareholders’ equity

  330,091   340,729 
         

Total liabilities and shareholders’ equity

 $800,600  $835,439 
(in thousands, except par values)

 END OF FISCAL YEAR
 20212020
ASSETS  
Current assets  
Cash and cash equivalents$97,252 $103,053 
Accounts receivable, net171,676 139,869 
Inventories, net265,092 228,725 
Prepaid expenses and other current assets38,320 23,747 
Total current assets572,340 495,394 
Property, plant and equipment, net329,801 359,036 
Operating lease right-of-use assets90,561 98,013 
Deferred tax asset23,994 18,175 
Goodwill and intangibles, net223,204 253,536 
Other assets90,157 81,857 
 
Total assets$1,330,057 $1,306,011 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
Current liabilities  
Accounts payable$85,924 $58,687 
Accrued expenses146,298 105,739 
Current portion of operating lease liabilities14,588 13,555 
Current portion of long-term debt15,002 15,319 
Total current liabilities261,812 193,300 
Long-term debt503,056 561,251 
Operating lease liabilities77,905 86,468 
Deferred income taxes36,723 34,307 
Other long-term liabilities87,163 104,147 
 
Total liabilities966,659 979,473 
 
Commitments and contingencies00
 
Shareholders’ equity  
Preferred stock, par value $1.00 per share; 5,000 shares authorized; none issued or outstanding at January 2, 2022 and January 3, 2021— — 
Common stock, par value $0.10 per share; 120,000 shares authorized; 59,055 and 58,664 shares issued and outstanding at January 2, 2022 and January 3, 2021, respectively5,905 5,865 
Additional paid-in capital253,110 247,920 
Retained earnings261,434 208,562 
Accumulated other comprehensive loss – foreign currency translation(100,441)(60,331)
Accumulated other comprehensive loss – cash flow hedge(2,722)(6,190)
Accumulated other comprehensive loss – pension liability(53,888)(69,288)
 
Total shareholders’ equity363,398 326,538 
 
Total liabilities and shareholders’ equity$1,330,057 $1,306,011 

See accompanying notes to consolidated financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 

 

     

(in thousands)

     
OPERATING ACTIVITIES:            

Net income

 $53,246  $54,162  $72,418 

Adjustments to reconcile income to cash provided by operating activities

            

Depreciation and amortization

  30,261   30,632   30,803 

Stock compensation amortization expense

  7,247   5,873   13,948 

Enactment of U.S. Tax Cuts and Jobs Act expenses

  15,174   0   0 

Bad debt expense

  219   145   763 

Deferred income taxes and other

  8,154   468   9,052 

Working capital changes:

            

Accounts receivable

  (10,313)  (372)  18,738 

Inventories

  (13,629)  2,686   (26,452)

Prepaid expenses and other current assets

  1,019   (7,720)  (8,332)

Accounts payable and accrued expenses

  11,975   12,184   15,512 

Cash provided by operating activities

  103,353   98,058   126,450 
             

INVESTING ACTIVITIES:

            

Capital expenditures

  (30,474)  (28,071)  (27,188)

Other

  (614)  1,642   731 

Cash used in investing activities

  (31,088)  (26,429)  (26,457)
             

FINANCING ACTIVITIES:

            

Credit facility borrowing

  25,000   87,400   0 

Credit facility repayments

  (57,014)  (17,575)  (45,267)

Term loan repayments

  (15,000)  (12,500)  (2,500)

Repurchase of common stock

  (91,576)  (18,496)  (13,306)

Dividends paid

  (15,487)  (14,285)  (11,885)

Tax Withholding Payments for Share-Based Compensation

  (1,479)  (4,895)  (1,015)

Debt issuance costs

  (1,427)  0   0 

Proceeds from issuance of common stock

  0   0   359 

Cash provided by (used in) financing activities

  (156,983)  19,649   (73,614)
             

Net cash provided by (used in) operating, investing and financing activities

  (84,718)  91,278   26,379 

Effect of exchange rate changes on cash

  6,083   (1,302)  (5,579)
             

CASH AND CASH EQUIVALENTS:

            

Net increase (decrease)

  (78,635)  89,976   20,800 

Balance, beginning of year

  165,672   75,696   54,896 
             

Balance, end of year

 $87,037  $165,672  $75,696 
(in thousands)


 FISCAL YEAR
 202120202019
OPERATING ACTIVITIES:  
Net income (loss)$55,234 $(71,929)$79,200 
Adjustments to reconcile net income (loss) to cash provided by operating activities:   
Depreciation and amortization46,345 45,920 44,932 
Stock compensation amortization expense (benefit)5,467 (502)8,691 
Loss on disposal of fixed assets4,427 4,996 — 
Bad debt expense(263)3,843 1,206 
Deferred income taxes and other(16,379)(20,794)(9,497)
Amortization of acquired intangible assets5,636 5,457 5,903 
Goodwill and intangible asset impairment— 121,258 — 
Working capital changes:   
Accounts receivable(36,096)40,090 (930)
Inventories(47,074)38,667 2,573 
Prepaid expenses and other current assets(4,800)12,967 (9,691)
Accounts payable and accrued expenses74,192 (60,903)19,381 
Cash provided by operating activities86,689 119,070 141,768 
 
INVESTING ACTIVITIES:   
Capital expenditures(28,071)(62,949)(74,647)
Other— 1,260 425 
Cash used in investing activities(28,071)(61,689)(74,222)
 
FINANCING ACTIVITIES:   
Revolving loan borrowing76,000 110,000 90,000 
Revolving loan repayments(71,500)(131,024)(87,664)
Term loan repayments(60,485)(304,425)(24,028)
Proceeds from issuance of Senior Notes due 2028— 300,000 — 
Repurchase of common stock— — (25,154)
Dividends paid(2,362)(5,565)(15,358)
Tax withholding payments for share-based compensation(193)(1,511)(3,278)
Debt issuance costs(36)(7,896)— 
Payments for debt extinguishment costs— (660)— 
Proceeds from issuance of common stock— 93 60 
Finance lease payments(2,282)(1,727)(1,255)
Cash used in financing activities(60,858)(42,715)(66,677)
 
Net cash provided by (used in) operating, investing and financing activities(2,240)14,666 869 
Effect of exchange rate changes on cash(3,561)7,086 (557)
 
CASH AND CASH EQUIVALENTS:   
Net increase (decrease)(5,801)21,752 312 
Balance, beginning of year103,053 81,301 80,989 
 
Balance, end of year$97,252 $103,053 $81,301 

See accompanying notes to consolidated financial statements.

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INTERFACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Operations

The Company

Interface is a recognized leaderglobal flooring company specializing in the worldwide commercial interiors market, offering modularcarbon neutral carpet tile and resilient flooring, including luxury vinyl tile (“LVT”)., vinyl sheet, and nora® rubber flooring. The Company manufactures modular carpet focusing on the high quality, designer-oriented sector of the market, sources resilient flooring including LVT from a third party parties and focuses on the same sector of the market, and provides specialized carpet replacement, installation and maintenance services. Additionally,The Company also manufactures and sells resilient rubber flooring.

In the first quarter of 2021, the Company offers Intersept, a proprietary antimicrobial used in a numberlargely completed its integration of interior finishes.

the nora acquisition, and integration of its European and Asia-Pacific commercial areas, and determined that it has 2 operating and reportable segments – namely Americas (“AMS”) and Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment is unchanged from prior year and continues to include the United States, Canada and Latin America geographic areas. See Note 20 entitled “Segment Information” for additional information.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All of our subsidiaries are wholly-owned, and we are not a party to any joint venture, partnership or other variable interest entity that would potentially qualify for consolidation. All material intercompany accounts and transactions are eliminated. Investments in which the Company does not have the ability to exercise significant influence are carried at fair value. The Company monitors investments for other than temporary declines in value and makes reductions in carrying values when appropriate. As of December 31, 2017 and January 1, 2017, the Company did not hold significant investments of this nature.



Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Examples include provisions for returns, bad debts, product claims reserves, rebates, inventory obsolescence and the length of product life cycles, accruals associated with restructuring activities, income tax exposures and valuation allowances, environmental liabilities, and the carrying value of goodwill and property, plant and equipment. Actual results could vary from these estimates.

Revenue Recognition

Revenue

Risks and Uncertainties

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and many companies have experienced disruptions in their operations. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that, except for the impact to our gross margins and our global supply chain in 2021, the 2020 goodwill and intangible asset impairment discussed in Note 12 entitled “Goodwill and Intangible Assets,” the decline in 2020 revenue, and its consequent impacts on production volume, operating income, net income, cash flows, and order rates, there were no other material adverse impacts on the Company’s results of operations and financial position at January 2, 2022. The Company’s Syndicated Credit Facility has various financial and other covenants including, but not limited to, a covenant to not exceed a maximum net debt to EBITDA ratio, as defined by the credit facility agreement. On July 15, 2020, November 17, 2020, and December 9, 2021, the Company amended its Syndicated Credit Facility; see Note 9 entitled “Long-Term Debt” for additional information. The full extent of the future impact of COVID-19 on the Company’s operations is recognized whenuncertain. A prolonged COVID-19 pandemic may continue to have a material adverse impact on our operations, financial condition, and supply chains. It may negatively impact our ability to collect outstanding receivables, manage inventory, and service customers. The impact of COVID-19 could result in additional impairment losses related to goodwill, intangible assets, and property, plant and equipment.

As the following criteriavirus spreads through communities, it could impact the physical health, mental health, and productivity of our workforce as many of them are met: persuasive evidencerequired to shelter in place and work from home for prolonged periods of an agreement exists, delivery has occurredtime, and it could also impact our ability to reach our customers and collaborate with them as they are required to shelter in place and work from home for prolonged periods of time. The COVID-19 pandemic is having broad and negative implications on the global economy, which affects the size and timing of our customers’ capital budgets, and could result in delays or servicesterminations of new and existing renovation projects, remodeling projects, new construction projects, and other projects where our products are used.
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COVID-19 Impact

We continue to monitor our operations and have implemented various programs to mitigate the effects of COVID-19 on our business including reductions in employee headcount, labor costs, marketing expenses, consulting spend, travel costs, capital expenditures, and other cost reduction or avoidance initiatives. Government grants and payroll protection programs have been rendered, priceavailable globally to provide assistance to companies impacted by the buyer is fixedpandemic. The Coronavirus Aid, Relief and determinable,Economic Security Act (“CARES Act”) enacted in the United States (see Note 17 entitled “Income Taxes” for additional information) and collectability is reasonably assured. Delivery is not considereda payroll protection program enacted in the Netherlands (the “NOW Program”) have provided benefits related to have occurred until the customer takes title and assumes the risks and rewardspayroll costs either as reimbursements, lower payroll tax rates or deferral of ownership, which is generallypayroll tax payments. The NOW Program has provided eligible companies with reimbursement of labor costs as an incentive to retain employees on the datepayroll.

During fiscal year 2020, the Company received reimbursements under the NOW program and recognized a reduction in payroll costs of shipment. Provisions for discounts, sales returns and allowances are estimated using historical experience, current economic trends, and the Company’s quality performance. The related provision isapproximately $7.3 million, which were recorded as a $6.1 million reduction of salesselling, general and administrative expenses and a $1.2 million reduction of cost of sales in the sameconsolidated statements of operations. We applied a grant analogy method to recognize the reimbursements under the NOW program as the Company believes it is probable that the benefits received will not be repaid.

Revenue Recognition
Revenue from contracts with customers is recognized to depict the transfer of 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. To achieve this core principle, the guidance provides that an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation.
Revenue Recognized from Contracts with Customers
Contracts with customers typically take the form of invoices for purchase of materials from the Company. Customer payment terms vary by region and are typically less than 60 days. The performance obligation is the delivery of these materials to the customer’s control. During 2021, 2020 and 2019, approximately 98% of the Company’s total revenue was produced from the sale of carpet, resilient flooring, rubber flooring, and related products (TacTiles installation materials, etc.) and the revenue from sales of these products is recognized upon shipment, or in certain cases, upon delivery to the customer.  The transaction price for these sales is readily identifiable. The remaining revenue for 2021, 2020 and 2019 of 2% was generated from the installation of carpet and other flooring-related material.
The remaining revenue generated by the Company is for contracts to sell and install carpet and related products at customer locations. For projects underway, the Company recognized installation revenue over time based on a project cost input method as the customer simultaneously received and consumed the benefit of the services. The installation of the carpet and related products is a separate performance obligation from the sale of carpet. The majority of these projects are completed within five days of the start of installation. The transaction price for these sale and installation contracts is readily determinable between flooring material and installation services and is specifically identified in the contract with the customer.
The Company has utilized the portfolio approach to its contracts with customers, as its contracts with customers have similar characteristics, and it is reasonable to expect that the effects from applying this approach are not materially different from applying the accounting standard to individual contracts.

The Company does not have any other significant revenue streams outside of these sales of flooring material, and the sale and installation of flooring material, as described above. 

The Company does not record taxes collected from customers and remitted to governmental authorities within revenues. The Company records such taxes collected as a liability on our consolidated balance sheets.

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Performance Obligations
As noted above, the Company primarily generates revenue through the sale of flooring material to end users either upon shipment or upon arrival of the product at its destination. In these instances, there typically is no other obligation to the customers other than the delivery of flooring material with the exception of warranty. The Company does offer a warranty to its customers which guarantees certain on-floor performance characteristics and warrants against manufacturing defects. The warranty is not a service warranty, and there is no ability to separate the warranty obligation from the sale of the flooring or purchase them separately. The Company’s incidence of warranty claims is extremely low, with less than 0.5% of revenue in claims on an annual basis for the last three fiscal years.  Given the nature of the warranty as well as the financial impact, the Company has determined that there is no need to identify this warranty as a separate performance obligation, and the Company accounts for warranty on an accrual basis. 

For the Company’s installation business, the sales of carpet and other flooring materials and installation services are separate deliverables which under the revenue recognition requirements should be characterized as separate performance obligations. The nature of the installation projects is such that the vast majority – an amount in excess of 85% of these installation projects – are completed in less than five days. The Company’s largest installation customers are retail, education and corporate customers, and these are on a project-by-project basis and are short-term installations. The Company has evaluated these projects at the end of each reporting period thatand recorded revenue in accordance with the accounting standards for projects which were underway as of the end of 2021, 2020 and 2019.  
Costs to Obtain Contracts
The Company pays sales commissions to many of its sales personnel based upon their selling activity. These are direct costs associated with obtaining the contracts and are expensed as the revenue is earned. As these commissions become payable upon shipment (or in certain cases delivery) of product, the commission is earned as the revenue is recognized. Material differences may result inThere are no other material costs the amountCompany incurs as part of obtaining the sales contract.
Shipping and timing of net sales for any period if management makes different judgments or uses different estimates.

Handling


Shipping and handling fees billed to customers are classified in net sales in the consolidated statements of operations. Shipping and handling costs incurred are classified in cost of sales in the consolidated statements of operations.

Research and Development

Research and development costs are expensed as incurred and are included in the selling, general and administrative expense caption(“SG&A”) expenses and cost of sales in the consolidated statements of operations. Research and development expense was$14.0 $19.3 million, $14.3$18.6 million, and $14.5$17.8 million for the years 2017,20162021, 2020 and 2015,2019, respectively.

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Cash, Cash Equivalents and Short-Term Investments

Highly liquid investments with insignificant interest rate risk and with original maturities of three months or less are classified as cash and cash equivalents. Investments with maturities greater than three months and less than one year are classified as short-term investments. Significant concentrations of credit risk may arise from the Company’s cash maintained at various banks, as from time to time cash balances may exceed the FDIC limits. The Company did not hold any significant amounts of cash equivalents and short-term investments at December 31, 2017 January 2, 2022 and January 1, 2017.

3, 2021.

Cash payments for interest amounted to approximately $6.3$22.9 million, $5.5$32.0 million, and $4.8$22.7 million for the years 2017,2016,2021, 2020 and 2015,2019, respectively. 2020 includes cash payments of $12.5 million to terminate the Company’s interest rate swap liabilities. Income tax payments amounted to approximately $19.1$23.1 million, $12.8$19.3 million and $7.2$34.8 million for the years 2017,20162021, 2020 and 2015,2019, respectively. During the years 2017,20162021, 2020 and 2015,2019, the Company received income tax refunds of $0.1$5.4 million, $0.2$7.5 million and $3.1$1.9 million, respectively.

Allowances for Expected Credit Losses
The Company maintains allowances for expected credit losses for estimated losses resulting from the inability of customers to make required payments. Estimating the amount of future expected losses requires the Company to consider historical losses from our customers, as well as current market conditions and future forecasts of our customers’ ability to make payments for goods and services. By its nature, such an estimate is highly subjective, and it is possible that the amount of accounts receivable that the Company is unable to collect may be different than the amount initially estimated.
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Inventories

Inventories are carried at the lower of cost (standards approximating the first-in, first-outfirst-in, first-out method) or market.net realizable value. Costs included in inventories are based on invoiced costs and/or production costs, as applicable. Included in production costs are material, direct labor and allocated overhead.The Company writes down inventories for the difference between the carrying value of the inventories and their estimated net realizable value. If actual market conditions are less favorable than those projected by management, additional write-downs may be required.

Management estimates its reserves for inventory obsolescence by continuously examining its inventories to determine if there are indicators that carrying values exceed net realizable values. Experience has shown that significant indicators that could require the need for additional inventory write-downs are the age of the inventory, the length of its product life cycles, anticipated demand for the Company’sCompany’s products, and current economic conditions. While management believes that adequate write-downs for inventory obsolescence have been made in the consolidated financial statements, consumer tastes and preferences will continue to change, and the Company could experience additional inventory write-downs in the future.

Rebates

The Company has agreements to receive cash consideration from certain of its vendors, including rebates and cooperative marketing reimbursements. The amounts received from its vendors are generally presumed to be a reduction of the prices the Company pays for their products and, therefore, such amounts are reflected as eithereither a reduction of cost of sales in the accompanying consolidated statements of operations, or, if the product inventory is still on hand at the reporting date, it is reflected as a reduction of “Inventories” on the accompanying consolidated balance sheets. Vendor rebates are typically dependent upon reaching minimum purchase thresholds. The Company evaluates the likelihood of reaching purchase thresholds using past experience and current year forecasts. When rebates can be reasonably estimated and receipt becomes probable, the Company records a portion of the rebate as the Company makes progress towards the purchase threshold.


When the Company receives direct reimbursements for costs incurred in marketing the vendor’svendor’s product or service, the amount received is recorded as an offset to selling, general and administrativeSG&A expenses in the accompanying consolidated statements of operations.

Assets and Liabilities of Businesses Held for Sale

Leases
The Company considers businesses to be heldrecords a right-of-use asset and lease liability for sale when the Board or management, having the relevant authority to do so, approvesoperating and commits tofinance leases once a formal plan to actively marketcontract that contains a business for salelease is executed and the saleCompany has the right to control the use of the leased asset. The right-of-use asset is considered probable. Upon designationmeasured as held for sale, the carryingpresent value of the assetslease obligation. The discount rate used to calculate the present value of the business are recordedlease liability is the Company’s incremental borrowing rate, which is based on the estimated rate for a fully collateralized borrowing that fully amortizes over a similar lease term at the lower of their carrying value or their estimated fair value, less costs to sell. commencement date and for the applicable geographical region.
The Company ceasesmade an accounting policy election to record depreciation expense atexclude leases with an initial term of 12 months or less from the calculation of the right-of-use asset and lease liability recorded on the consolidated balance sheets. These leases primarily represent month-to-month operating leases for office equipment where we were reasonably certain that time.

we would not elect an option to extend the lease. The Company also made an accounting policy election not to separate lease and non-lease components for all asset classes and accounts for the lease payments as a single component.

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Property and Equipment and Long-Lived Assets

Property and equipment are carried at cost. Depreciation is computed using the straight-line method over the following estimated useful lives: buildings and improvements ten to forty years; and furniture and equipment – three to twelve years. Interest costs for the construction/development of certain long-term assets are capitalized and amortized over the related assets’ estimated useful lives. The Company capitalized net interest costs on qualifying expenditures of approximately $0.6$0.5 million, $0.5$1.9 million, and $0.3$2.1 million for the fiscal years 2017,20162021, 2020 and 2015,2019, respectively. Depreciation expense amounted to approximately $29.5$41.9 million, $30.1$42.4 million, and $30.4$41.5 million for the years 2017,2016,2021, 2020 and 20152019 respectively.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset. Repair and maintenance costs are charged to operating expense as incurred.


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Goodwill and Other Intangible Assets

Goodwill is


In accordance with applicable accounting standards, the excess of the purchase price overCompany tests goodwill for impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of net assets acquired in business combinations accounted for as acquisitions. Accumulated amortization amounted to approximately $77.3 million at both December 31, 2017 and January 1, 2017, and cumulative impairment losses recognized were $212.6 million as of both December 31, 2017 and January 1, 2017.

As of December 31, 2017, and January 1, 2017, the neta reporting unit below its carrying amount of goodwill was $68.8 million and $61.2 million, respectively. Other intangible assets were $0.6 million and $1.0 million as of December 31, 2017 and January 1, 2017, respectively. Amortization expense related to intangible assets during the years 2017,2016 and 2015 was $0.7 million, $0.5 million and $0.3 million, respectively

The Company capitalizes patent defense costs when it determines that a successful defense is probable. Any patent defense costs are amortized over the remaining useful life of the patent. During 2016, the Company determined that approximately $3.4 million of patent defense costs related to our TacTiles®carpet tile installation system should be impaired as a successful defense was deemed no longer probable. This impairment is included in “Restructuring and Asset Impairment Charges” in our consolidated statement of operations.

amount. During the fourth quarters of 2017,20162021, 2020 and 2015, as of the last day of the third quarter of each year,2019, the Company performed the annual goodwill impairment test. In addition, during the first quarter of 2020—primarily due to anticipated impacts of the COVID-19 pandemic—the Company determined that there were indicators of impairment, and the Company proceeded with a goodwill impairment test required by applicable accounting standards.as of the end of the first quarter. The Company performs this testtests goodwill at the reporting unit level, which is one level below the operating segment level for the Modular Carpet segment.level. In effectingperforming the impairment testing, the Company prepared valuations of reporting units on both a market comparable methodology and an income methodology, in accordance with the applicable standards, and those valuations were compared with the respective bookcarrying values of the reporting units to determine whether any goodwill impairment existed. In preparing the valuations, past, present and future expectations of performance were considered. TheSee Note 12 entitled “Goodwill and Intangible Assets” for additional information.


Trademark and tradename intangible assets acquired in connection with the nora acquisition are not subject to amortization, but are tested for impairment annually and between annual testing indicated no potential of goodwill impairment in anytests if an event occurs or circumstances change that would more likely than not reduce the fair value of the years presented.

Eachintangible asset below its carrying amount. During the first quarter of the Company’s reporting units maintained fair values in excess2020—primarily due to anticipated impacts of their respective carrying valuesthe COVID-19 pandemic—the Company determined that there were indicators of impairment, and the Company proceeded with an impairment test as of the measurement date, and therefore no impairment was indicated during the impairment testing. As of December 31, 2017, if the Company’s estimatesend of the fair valuesfirst quarter. The Company prepared valuations of its reporting unitsthe intangible assets using the present value of cash flows under the relief from royalty method, which carry a goodwill balance were 10% lower, the Company still believes no goodwill impairment would have existed.

The changes incompared to the carrying amountsvalue of goodwillintangible assets to determine whether any impairment existed. See Note 12 entitled “Goodwill and Intangible Assets” for additional information.


The Company’s other intangible assets consist of developed technology that is amortized on a straight-line basis over the year ended December 31, 2017 are as follows:

BALANCE

JANUARY 1,

2017

  

ACQUISITIONS

  

IMPAIRMENT

  

FOREIGN

CURRENCY

TRANSLATION

  

BALANCE

DECEMBER 31,

2017

 

(in thousands)

 
$61,218  $0  $0   7,536  $68,754 

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Product Warranties

The Company typically provides limited warranties with respect to certain attributes of its carpet products (for example, warranties regarding excessive surface wear, edge ravel and static electricity) for periods ranging from ten to twenty years, depending on the particular carpet product and the environment in which it is to be installed. Similar limited warranties are provided on certain attributes of its rubber and LVT products, typically for a period of 5 to 15 years. The Company typically warrants that services performed will be free from defects in workmanship for a period of one year following completion. In the event of a breach of warranty, the remedy typically is limited to repair of the problem or replacement of the affected product.

The Company records a provision related to warranty costs based on historical experience and future expectations and periodically adjusts these provisions to reflect changes in actual experience. Warranty and sales allowance reserves amounted to $4.1$2.7 million and $5.5$3.2 million as of December 31, 2017 January 2, 2022 and January 1, 2017, 3, 2021, respectively, and are included in “Accrued Expenses” in the accompanying consolidated balance sheets.

Income Taxes on Income

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’sCompany’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in tax laws or rates. The effect on deferred tax assets and liabilities of a change in tax rates will be recognized as income or expense in the period that includes the enactment date.

The Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will expire before realization of the benefit or that future deductibility is not probable. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future. This requires us to use estimates and make assumptions regarding significant future events such as the taxability of entities operating in the various taxing jurisdictions. 

The Company does not record taxes collected from customers and remitted to governmental authorities on a gross basis.


For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions. The Company’sCompany’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate as well as impact operating results. For further information, see Note 1317 entitled “Taxes on Income.“Income Taxes.

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Fair Values of Financial Instruments

Fair valuesvalues of cash and cash equivalents and short-term debt approximate cost due to the short period of time to maturity. Fair values of debt are based on quoted market prices or pricing models using current market rates.

rates and classified as level 2 within the fair value hierarchy. See Note 5 entitled “Fair Value of Financial Instruments” for further information.

Translation of Foreign Currencies

The financial position and results of operations of the Company’sCompany’s foreign subsidiaries are measured generally using local currencies as the functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each year-end. Income and expense items are translated at average exchange rates for the year. The resulting translation adjustments are recorded in the foreign currency translation adjustment account. In the event of a divestiture of a foreign subsidiary, the related foreign currency translation results are reversedreclassified from equity to income. Foreign currency exchange gains and losses are included in net income (loss). Foreign exchange translation gains (losses) were $31.6$(40.1) million, ($19.0)$52.8 million, and ($32.6)$(11.7) million for the years 2017,20162021, 2020 and 2015,2019, respectively.

Income (Loss) Per


Earnings per Share

Basic income (loss)earnings per share is computed based on the average number of common shares outstanding.outstanding, including participating securities. Diluted income (loss)earnings per share reflects the increase in average common shares outstanding that would result from the assumed exercise of outstanding stock options, calculated using the treasury stock method.

See Note 15 entitled “Earnings Per Share” for additional information.
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Stock-Based Compensation

The

The Company has stock-based employee compensation plans, which are described more fully in Note 1014 entitled “Shareholders’ Equity”.

“Shareholders' Equity.”

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. However, there were no stock options granted in 2017,20162021, 2020 or 2015.

2019.

The Company recognizes expense related to its restricted stock and performance share grants based on the grant date fair value of the shares awarded, as determined by its market price at date of grant.

Derivative Financial Instruments

Accounting standards require a company to recognize all derivatives

Derivatives are recognized on the balance sheet at fair value. DerivativesFor derivatives that do not meet the criteria of an accounting hedge must be adjusted to fair value through income. If the derivative is a fair value hedge, changes in the fair value of the hedged assets, liabilities or firm commitments are recognized through earnings. If the derivative is aas designated cash flow hedge,hedges, the effective portion of changes in the fair value of the derivative are recognized in other comprehensive income (or other comprehensive loss) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s changeChanges in the fair value is immediatelyof derivatives not designated as hedging instruments are recognized in earnings. In 2017,earnings each period. Derivative liabilities are recorded in accrued expenses and derivative assets are recorded in other current assets in the Company entered in to an interest rate swap instrument that it hasconsolidated balance sheets. Cash flows from all derivative instruments, including those not designated as a derivative instrument. See further discussion of this instrument belowhedging instruments, are classified in Note 8 entitled “Borrowings”.

the same category as the cash flows from the items being hedged.


Pension Benefits

Net pension expense recorded is based on, among other things, assumptions about the discount rate, estimated return on plan assets and salary increases. While the Company believes these assumptions are reasonable, changes in these and other factors and differences between actual and assumed changes in the present value of liabilities or assets of the Company’s plans above certain thresholds could cause net annual expense to increase or decrease materially from year to year. The actuarial assumptions used in the Company’s salary continuation plan and foreign defined benefit plans reporting are reviewed periodically and compared with external benchmarks to ensure that they appropriately account for our future pension benefit obligation. The expected long-term rate of return on plan assets assumption is based on weighted average expected returns for each asset class. Expected returns reflect a combination of historical performance analysis and the forward-looking views of the financial markets, and include input from actuaries, investment service firms and investment managers.

Environmental Remediation

The Company provides for remediation costs and penalties when


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Reclassifications
In the responsibility to remediate is probable and the amountfirst quarter of associated costs is reasonably determinable. Remediation liabilities are accrued based on estimates of known environmental exposures and are discounted in certain instances. The Company regularly monitors the progress of environmental remediation. Should studies indicate that the cost of remediation is to be more than previously estimated, an additional accrual would be recorded in the period in which such determination is made. As of December 31, 2017, and January 1, 2017, no significant amounts were provided for remediation liabilities.

Allowances for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Estimating this amount requires2021, the Company determined that it has two operating and reportable segments – namely Americas (“AMS”) and Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment is unchanged from prior year and continues to analyzeinclude the financial strengths of its customers. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. By its nature, such an estimate is highly subjective,United States, Canada and it is possible that the amount of accounts receivable that the Company is unable to collect may be different than the amount initially estimated.

Reclassifications

Certain prior period amountsLatin America geographic areas. Segment disclosures for 2020 and 2019 have been reclassifiedrestated to conform to the current reportable segment structure.See Note 20 entitled “Segment Information” for additional information.


In 2020, the Company made certain classification and presentation changes related to customer service and other costs. Previously, these costs were presented as a component of cost of sales. Beginning in 2020, these costs are presented as a component of SG&A expense. The Company determined that this change better reflects how management views and operates the business. Reclassifications of the comparative prior year financial statement2019 amounts as reported in the Company’s Annual Report on Form 10-K for the year ended December 29, 2019 have been made to conform to the current presentation. These reclassifications had no effect on reported income, comprehensive income, cash flows, or shareholders’ equity as previously reported. Total assets as previously reported was impacted by the adoption of an accounting standard addressing the treatment of deferred taxes as discussed below.

follows:


Fiscal Year 2019
Statement of Operations Line ItemAs ReportedReclassificationAs Reclassified
(in thousands)
Cost of sales$817,575 $(7,513)$810,062 
Selling, general and administrative expenses381,604 7,513 389,117 
Total$1,199,179 $— $1,199,179 
Fiscal Year

The Company’sCompany’s fiscal year is the 52 or 53 week period ending on the Sunday nearest December 31. All references herein to “2017,“2021,“2016, “2020, and “2015,“2019, mean the fiscal years ended December 31, 2017, January 1, 2017, and 2, 2022, January 3, 2016 2021, and December 29, 2019, respectively. Fiscal year 2015 was2021 is comprised of 5352 weeks, while fiscal years 2017 and 2016 were each2020 is comprised of 53 weeks, and 2019 is comprised of 52 weeks.

 

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NOTE 2RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

On January 4, 2021, the Company adopted Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740 related to intraperiod tax allocation, the calculation of income taxes in interim periods, and the accounting for outside basis differences of foreign subsidiaries and equity method investments. The amendments also improve consistent application of and simplify GAAP for other areas of ASC Topic 740, including franchise or similar taxes partially based on income, the accounting for a step-up in tax basis goodwill, and interim recognition of an enacted change in tax laws or rates, by clarifying and amending existing guidance. The adoption of this standard did not have a material impact to the Company’s consolidated financial statements.

In May 2014,November 2021, the Financial Accounting Standards Board (“FASB”) issued an accounting standard regarding recognitionASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.The amendments in this update require annual disclosure of revenue from contractstransactions with customersa government that will supersede the existing revenue recognition under U.S. GAAP. In summary, the core principle of this standard, along with various subsequent amendments, is thatprovides assistance to an entity recognizes revenue to depict the transfer of promised goodsthat is accounted for by applying a grant 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. Additionally, the new standard requires enhancedcontribution model by analogy. Required disclosures aboutinclude the nature amount, timing,of the transaction and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policiesthe accounting policy applied to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract,account for the transaction, the financial statement line items affected by the transaction and significant judgments in measurementsterms and recognition.conditions. The standard, as amended, will beamendments are effective for annual periods beginning after December 15, 2017, including interim periods within that reporting period. Nearly 95% of the Company’s current revenue is produced from the sale of carpet, hard surface flooring and related products (TacTiles installation system, etc.) and the revenue from sales of these products is recognized upon shipment, or in certain cases upon delivery to the customer.  There does not exist any performance or any other obligation after the sale of these products outside of the product warranty, which has not historically been of significance compared to total product sales.  There is a small portion of the Company’s revenues (approximately 5%) that is for the sale and installation of carpet and related products.  Of these projects, the overwhelming majority are completed in less than two weeks and therefore the Company does not expect a significant shift in the timing of revenue recognition for these sales either.  Upon adoption of this standard, the company will change the accounting for these projects to recognize the major components of revenue over time.  However, it is not expected that this change will have a significant impact upon our results of operations given the generally short period of time of these projects. As of the end of 2017, the amount of revenue that would have been recognized under the new standard versus previous guidance was not significant.  The standard offers practical expedients to help with adoption. The Company will apply the portfolio approach expedient, which is applicable as its sales contracts share similar characteristics. The Company will apply the practical expedient regarding the accounting for costs to obtain contracts, as its costs for such contracts are primarily sales commissions which are recognized within a year of the sale of product. The Company will use the modified retrospective method of adoption, but as noted the impact as of year-end was insignificant.  Given the nature of the Company’s sales, it currently believes that revenue recognition under the new standard will be mostly consistent under both the current and new standards, with performance obligations being satisfied under the majority of contracts with customers upon shipment or delivery of product.  Given the nature of the Company’s revenue there is not expected to be significant changes to the Company’s information systems as a result of this adoption.

In November 2015, the FASB issued an accounting standard which requires deferred tax assets and liabilities, as well as any related valuation allowance, 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. The Company adopted this standard in the first quarter of 2017 and applied this standard retrospectively by recording a reduction of current assets of $10.0 million and a corresponding increase in long term assets of $5.9 million as well as a reduction of long term liabilities of $4.1 million.

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In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. In addition, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest, which is the current U.S. GAAP practice, or account for forfeitures when they occur.  This update is effective for fiscal periods beginning after December 15, 2016, including interim periods within that reporting period. The element of the new standard having the most impact on the Company’s financial statements is income tax consequences. Excess tax benefits and tax deficiencies on stock-based compensation awards are now included in the tax provision within the consolidated statement of operations as discrete items in the reporting period in which they occur, rather than the previous accounting of recording them in additional paid-in capital on the consolidated balance sheet. The adoption of this standard resulted in an increase in deferred tax assets of approximately $9.4 million, with a corresponding increase to equity accounts, in 2017.  See further discussion of this amount in Note 13 “Taxes on Income.”  There was an impact of this standard on the consolidated statement of cash flows upon adoption, as under the standard when an employer withholds shares for tax withholding purposes those related tax payments are treated as financing activities, not as operating activities.  Upon adoption in the first quarter of 2017, this resulted in a reclassification of $4.6 million of such tax payments in 2016 from operating activities to financing activities, and $1.0 million of such tax payments in 2015 from operating activities to financing activities.   The Company has elected to continue its current policy of estimating forfeitures of stock-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures, which is allowable under the new standard.

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 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 our pending adoption of the new standard on our consolidated financial statements, but the standard will result in the Company recording both assets and liabilities for leases currently classified as operating leases.

In January 2017, the FASB issued a new accounting standard that provides for the elimination of Step 2 from the goodwill impairment test. Under the new guidance, impairment charges are recognized to the extent the carrying amount of a reporting unit exceeds its fair value with certain limitations. The new guidance is effective for any annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.2021. Early adoption is permitted. The Company does not anticipate thatadopted this ASU on January 2, 2022 and applied the disclosures retrospectively to transactions reflected in its financial statements at adoption, as permitted by the ASU. See Note 1 entitled “Summary of Significant Accounting Policies” of this Form 10-K for required information as it pertains to government assistance received during the new guidance will have a material effect on its consolidated financial statements.

COVID-19 pandemic under the NOW program enacted in the Netherlands.


In March 2017, 2020, the FASB issued a new accounting standard regardingASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the treatmentEffects of net periodic benefit costs.Reference Rate Reform on Financial Reporting.” This standard will require segregation of these net benefit costs between operating and non-operating expenses. Currently,addresses the Company reportsrisks from the net benefit costs associated with its defined benefit plans as a component of operating income. The new standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. When the new standard is implemented, only the service cost component of defined benefit plan costs will be reported within operating income, while all other components of net benefit cost will be presented within the “Other Expense (income)” line item on the consolidated statements of operations. The standard requires retrospective application, and as such upon adoption this standard will result in offsetting changes in operating income and “Other Expense (income)” on the consolidated statements of operations for all periods presented, with no impact on net income. Upon adoption in 2018 the Company will reclassify $1.9 million and $2.2 million for 2017 and 2016, respectively, from operating expenses to other expense.

In February 2018, the FASB issued a new accounting standard to address a narrow-scope financial reporting issue that arose as a consequencediscontinuation of the Tax Act. Existing guidance requiresLondon Interbank Offered Rate (LIBOR) and provides optional expedients and exceptions to contracts, hedging relationships and other transactions that deferred tax liabilities and assets be adjusted for a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. That guidance is applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income (rather than in net income), such as amounts related to benefit plans and hedging activity. As a result, the tax effects of items within accumulated other comprehensive income do not reflect the appropriate tax rate (the difference is referred to as stranded tax effects). The new guidance allows for a reclassification of these amounts to retained earnings thereby eliminating these stranded tax effects. Thereference LIBOR if certain criteria are met. This new guidance is effective for interim and annual periodsmay be applied beginning afterMarch 12, 2020 through December 15, 2018.31, 2022. As discussed in Note 9 entitled “Long-Term Debt”: the Company adopted this ASU on December 9, 2021 in connection with the fourth amendment to the Syndicated Credit Facility, which among other things, provided amendments to replace the LIBOR interest rate benchmark applicable to loans with specified successor benchmark rates. The Company is currently evaluating the impact of adoption of this standardASU did not have a material impact on itsour consolidated financial statements.



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NOTE3– REVENUE RECOGNITION
 

Revenue from sales of carpet, modular resilient flooring, rubber flooring, and other flooring-related material was approximately 98% of total revenue for 2021, 2020 and 2019. The remaining 2% of revenue was generated from the installation of carpet and other flooring-related material in 2021, 2020 and 2019.

Disaggregation of Revenue
For fiscal years 2021, 2020 and 2019, revenue from the Company’s customers is broken down by geography as follows:
Fiscal Year
Geography202120202019
Americas54.3%53.8%56.4%
Europe31.7%31.8%29.3%
Asia-Pacific14.0%14.4%14.3%

Revenue from the Company’s customers in the Americas corresponds to the AMS reportable segment, and the EAAA reportable segment includes revenue from the Europe and Asia-Pacific geographies. See Note 20 entitled “Segment Information” for additional information.

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NOTE34RECEIVABLES

The Company has adopted credit policies and standards intended to reduce the inherent risk associated with potential increases in its concentration of credit risk due to increasing trade receivables from sales to owners and users of commercial office facilities and with specifiers such as architects, engineers and contracting firms.receivables. Management believes that credit risks are further moderated by the diversity of its end customers and geographic sales areas. The Company performs ongoing credit evaluations of its customerscustomers’ financial condition and requires collateral as deemed necessary. The Company maintains allowances for doubtful accounts for estimatedexpected credit losses resulting from the inability of customers to make required payments. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. As of December 31, 2017, January 2, 2022 and January 1, 2017, 3, 2021, the allowance for bad debtsexpected credit losses amounted to $3.5$5.0 million and $3.8$6.6 million, respectively, for all accounts receivable of the Company. Reserves for warranty and returns allowances amounted to $4.1 million and $5.5 million as of December 31, 2017 and January 1, 2017, respectively.

 


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NOTE45FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company does not have significant assets and liabilities measured at

Accounting standards establish a fair value on a recurring basishierarchy that prioritizes the inputs to valuation techniques used to measure estimated fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under applicable accounting standards are described below:

Level 1    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.  

Level 2    Inputs to the valuation methodology include:
quoted prices for similar assets in active markets;
quoted prices for identical or similar assets in inactive markets;
inputs other than quoted prices that are observable for the asset; and
inputs that are derived principally or corroborated by observable data by correlation or other.

Level 3    Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table presents the carrying values and estimated fair values, including the level within the fair value hierarchy, of certain financial instruments:

January 2, 2022January 3, 2021
Carrying ValueFair Value (Level 1)Fair Value (Level 2)Carrying ValueFair Value (Level 2)
(in thousands)
Assets:
Company-owned life insurance$22,378 $— $22,378 $22,048 $22,048 
Deferred compensation investments35,578 15,557 20,021 33,939 33,939 
 
Liabilities:
Borrowings under Syndicated Credit Facility(1)
$225,131 $— $225,131 $285,215 $285,215 
5.50% Senior Notes due 2028(1)
300,000 — 315,039 300,000 315,999 

(1) Carrying values exclude unamortized debt issuance costs and include amounts presented as ofcurrent liabilities on the end of 2017.consolidated balance sheets.

Company-Owned Life Insurance

The Company does have approximately $23.7 millionfair value of Company-owned life insurance which is measured on a readily determinable cash surrender value on a recurring basis. Company-owned life insurance is recorded at fair value within other assets in the consolidated balance sheets.

Deferred Compensation Investments

Assets associated with the Company’s non-qualified savings plans are held in a rabbi trust and consist of investments in mutual funds and insurance contracts. The fair value of the mutual funds is derived from quoted prices in active markets. The fair value of the insurance contracts is based on observable inputs related to the performance measurement funds that shadow the deferral investment allocations made by participants in the non-qualified savings plans. These investments are recorded at fair value within other assets in the consolidated balance sheets. See Note 19 entitled “Employee Benefit Plans” for additional information on the Company’s non-qualified savings plans.



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Syndicated Credit Facility and Senior Notes

The Company’s liabilities for borrowings under the Syndicated Credit Facility (the “Facility”) and 5.50% Senior Notes due 2028 (the “Senior Notes”) are not recorded at fair value in the consolidated balance sheets. The carrying value of borrowings under the Facility approximates fair value as the Facility bears variable interest rates that are similar to existing market rates. The fair value of the Senior Notes is derived using quoted prices for similar instruments.

Other Assets and Liabilities

Due to the short maturity of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, their carrying values approximate fair value. As of December 31, 2017, the carrying value of the Company’s borrowings under its Syndicated Credit Facility approximates fair value as the Facility bears interest rates that are similar to existing market rates. The Company does hedge its interest rate exposureSee Note 19 entitled “Employee Benefit Plans” for additional information on $100 million of borrowings on the Syndicated Credit Facility and this cash flow hedge is measured at fair value. See discussion of this instrument below in Note 8 entitled “Borrowings”.

defined benefit plan assets.
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NOTE6INVENTORIES
 

NOTE 5INVENTORIES

Inventories are summarized as follows:

follows:
  

END OF FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Finished goods

 $115,512  $104,742 

Work-in-process

  13,022   8,711 

Raw materials

  49,401   42,630 
         
Inventory, Net $177,935  $156,083 

End of Fiscal Year
 20212020
 (in thousands)
Finished goods$182,896 $152,836 
Work-in-process15,185 17,109 
Raw materials67,011 58,780 
Inventories, net$265,092 $228,725 
Reserves for inventory obsolescence amounted to $20.4$27.1 million and $17.6$35.0 million as of December 31, 2017 January 2, 2022 and January 1, 2017, 3, 2021, respectively, and have been netted against amounts presented above.


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NOTE7PROPERTY, PLANT AND EQUIPMENT
 

NOTE 6PROPERTY AND EQUIPMENT

Property, plant and equipment consisted of the following:

  

END OF FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Land

 $17,743  $16,063 

Buildings

  130,919   121,216 

Equipment

  371,300   350,539 
         
   519,962   487,818 

Accumulated depreciation

  (307,317)  (283,310)
         
Property and Equipment $212,645  $204,508 

The estimated cost to complete construction-in-progress at December 31, 2017, was approximately $61.5 million.

 

 End of Fiscal Year
 20212020
 (in thousands)
Land$17,237 $18,348 
Buildings and improvements176,980 176,702 
Equipment and furniture (1)
642,390 657,796 
 
 836,607 852,846 
Accumulated depreciation and amortization (2)
(506,806)(493,810)
 
Property, plant and equipment, net$329,801 $359,036 


(1) Includes $14.8 million and $9.9 million of leased equipment for 2021 and 2020, respectively.
(2) Includes $8.3 million and $3.8 million of accumulated amortization on leased equipment for 2021 and 2020, respectively.

As of January 2, 2022 and January 3, 2021, construction-in-progress was approximately $44.6 million and $43.0 million, respectively.


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NOTE78ACCRUED EXPENSES

Accrued expenses are summarized as follows:

  

END OF FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Compensation

 $71,760  $58,927 

Interest

  362   114 

Restructuring

  2,568   10,291 

Taxes

  19,948   11,467 

Accrued purchases

  4,569   3,101 

Warranty and sales allowances

  4,111   5,529 

Other

  7,656   9,274 
         
Accrued Expenses $110,974  $98,703 

Other non-current liabilities include pension liability of $43.3 million and $47.3 million as of December 31, 2017 and January 1, 2017, respectively (see the discussion below in Note 15 entitled “Employee Benefit Plans”).

 End of Fiscal Year
 20212020
 (in thousands)
Compensation$96,802 $79,306 
Interest1,577 2,507 
Restructuring2,354 1,064 
Taxes25,295 2,073 
Accrued purchases5,588 5,916 
Warranty and sales allowances2,702 3,248 
Other11,980 11,625 
Accrued Expenses$146,298 $105,739 
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NOTE9LONG-TERMDEBT
 

NOTE 8BORROWINGS

Long-term debt consisted of the following:


January 2, 2022January 3, 2021
Outstanding Principal
Interest Rate(1)
Outstanding Principal
Interest Rate(1)
(in thousands)(in thousands)
Syndicated Credit Facility:
Revolving loan borrowings$7,500 4.00 %$3,000 4.00 %
Term loan borrowings217,631 1.84 %282,215 1.87 %
Total borrowings under Syndicated Credit Facility225,131 1.91 %285,215 1.89 %
5.50% Senior Notes due 2028300,000 5.50 %300,000 5.50 %
 
Total debt525,131 585,215 
Less: Unamortized debt issuance costs(7,073)(8,645)
 
Total debt, net518,058 576,570 
Less: Current portion of long-term debt(15,002)(15,319)
 
Total long-term debt, net$503,056 $561,251 

(1) Represents the stated rate of interest, without the effect of debt issuance costs or interest rate swaps.

Syndicated Credit Facility

Pursuant to an Amended and Restated


The Company’s Syndicated Credit Facility Agreement entered into on August 8, 2017, the Company has a syndicated credit facility (the “Facility”) pursuantprovides to which the lenders provideCompany U.S. denominated and multicurrency term loans and provides to the Company and certain of its subsidiaries a multicurrency revolving credit facility and providefacility. At January 2, 2022, the Facility provided to the Company and certain of its subsidiaries a multicurrency revolving loan facility up to $300.0 million, as well as other U.S. denominated and multicurrency term loan.loans. At January 2, 2022, the Company had available borrowing capacity of $290.9 million under the revolving loan facility.

Amendments

On December 18, 2019, the Company amended the Facility. The key featurespurpose of this amendment was to provide for certain provisions, including but not limited to the following:

the amendment of certain covenants in the Facility to add new exceptions which allowed the Company and its subsidiaries to accomplish certain intercompany investments and other intercompany transactions desired to be made by the Company and its subsidiaries, and
amendments to add provisions relating to treatment of certain qualified financial contracts, to modify certain existing provisions dealing with the replacement of LIBOR as a benchmark interest rate with an alternative benchmark rate in the event that LIBOR in the future ceases to be available as a benchmark rate.


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On July 15, 2020, the Company entered into a second amendment to its Facility. This amendment, among other changes, provided for the following: (1) amended the consolidated net leverage ratio covenant making it less restrictive for a period of seven consecutive fiscal quarters beginning with the third quarter of fiscal year 2020 through the first quarter of fiscal year 2022 (the “Relief Period”); (2) amended the pricing grid used to determine interest rate margins on outstanding loans as well as the commitment fee on the unused portion of the Facility areto include additional consolidated net leverage ratio levels with increased pricing at higher levels of leverage; (3) amended interest rate provisions to provide for an interest rate floor of either 0.00% or 0.75%, as follows:

The Facility matures on August 8,2022.

The Facility includes a multicurrency revolving loan facility made available to the Company and its principal subsidiaries in Europe and Australia not to exceed $250 million in the aggregate at any one time outstanding. A sublimit of $40 million exists for the issuance of letters of credit under the Facility.

The Facility includes a Term Loan A borrowing principal that had an original principal amount of $177.5 million.

The Facility provides for required amortization payments of the Term Loan A borrowing, as well as mandatory prepayments of the Term Loan A borrowing (and any term loans made available pursuant to any future multicurrency loan facility increase) from certain asset sales, casualty events and debt issuances, subject to certain qualifications and exceptions as provided for therein.

Advances under the Facility are secured by a first-priority lien on substantially all of the Company’s assets and the assets of each of its material domestic subsidiaries, which have guaranteed the Facility.

The Facility contains financial covenants (specifically, a consolidated net leverage ratio and a consolidated interest coverage ratio) that must be met as of the end of each fiscal quarter.

The Company has the option to increase the borrowing availability under the Facility, either for revolving loans or term loans, by up to $150 million, subject to the receipt of lender commitments for the increase and the satisfaction of certain other conditions.

Interest Ratesapplicable, on certain tranches of term loans outstanding; and (4) provided temporary restrictions during the Relief Period on the Company’s ability to make acquisitions, pay dividends, repurchase shares, or enter into new credit facilities without lender consent. The Company incurred approximately $1.5 million in debt issuance costs to execute this amendment. Of this amount, approximately $1.0 million of debt issuance costs associated with term loan borrowings was recorded as a reduction of long-term debt, and approximately $0.5 million of debt issuance costs associated with revolving loan borrowings was recorded in other assets in the consolidated balance sheet. These costs will be amortized over the life of the outstanding debt.


On November 17, 2020, the Company entered into a third amendment to its Facility. The third amendment provided for, among other changes, the following amendments to the Facility:
the amendment of the maturity date of the Facility to November 2025;
the amendment of the 0.75% interest rate floor in respect of certain loans under the Facility with an interest rate floor of 0.00%;
amendments to the financial covenants to replace the consolidated net leverage ratio covenant with a consolidated secured net leverage ratio covenant that is not to exceed 3.00 to 1.00;
amendments to remove the Relief Period restrictions previously imposed pursuant to the second amendment; and
amendments to provide for the case where any interest rate benchmark in the future ceases to be available.

In connection with the third amendment, the Company recognized a loss on extinguishment of debt of $3.6 million within interest expense in the consolidated statement of operations and recorded approximately $0.9 million of debt issuance costs. Of this amount, approximately $0.1 million of debt issuance costs associated with term loan borrowings was recorded as a reduction of long-term debt, and approximately $0.8 million of debt issuance costs associated with revolving loan borrowings was recorded in other assets in the consolidated balance sheet.

On December 9, 2021, the Company entered into a fourth amendment to its Facility. The fourth amendment provided for, among other changes, the following amendments to the Facility, which became effective on December 16, 2021:

amendments to replace the LIBOR interest rate benchmark applicable to loans and other extensions of credit under the Facility denominated in British Pounds sterling and Euros with specified successor benchmark rates;
the amendment of certain provisions related to the implementation, use and administration of successor benchmark rates and to set forth certain borrowing requirements; and
amendments to provide for the case where any interest rate benchmark in the future ceases to be available.

InterestRatesandFees.
Interest on base rate loans is charged at varying rates computed by applying a margin ranging from 0.25% to 1.50% over the applicable base interest rate (which is defined as the greatest of the prime rate, a specified federal funds rate plus 0.50%, or a specified Eurocurrency rate)2.00%, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. Interest on Eurocurrency-based loans and fees for letters of credit are charged at varying rates computed by applying a margin ranging from 1.25% to 2.50%3.00% over the applicable Eurocurrency rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. In addition, the Company pays a commitment fee ranging from 0.20% to 0.35%0.40% 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.

Amortization Payments. The Company is required to make quarterly amortization payments of $3.75 million of the Term Loan A borrowing.


Covenants.
The Facility contains standard and customary covenants for agreements of this type, including various reporting, affirmative and negative covenants. Among other things, these covenants limit the Company’s and its subsidiaries’ ability to:

create or incur liens on assets;

make acquisitions of or investments in businesses (in excess of certain specified amounts);

incur indebtedness or contingent obligations;

sell or dispose of assets (in excess of certain specified amounts);

pay dividends or repurchase the Company’s stock (in excess of certain specified amounts);

repay other indebtedness prior to maturity unless the Company meets certain conditions; and

enter into sale and leaseback transactions.

create or incur liens on assets;
make acquisitions of or investments in businesses (in excess of certain specified amounts);
engage in any material line of business substantially different from the Company’s current lines of business;
incur indebtedness or contingent obligations;
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sell or dispose of assets (in excess of certain specified amounts);
pay dividends or repurchase the Company’s stock (in excess of certain specified amounts);
repay other indebtedness prior to maturity unless the Company meets certain conditions; and
enter into sale and leaseback transactions.
The Facility also requires the Company to remain in compliance with the following financial covenants as of the end of each fiscal quarter, based on the Company’sCompany’s consolidated results for the year then ended:

Consolidated Net Leverage Ratio: Must be no greater than3.75:1.00.

Consolidated Interest Coverage Ratio: Must be no less than 2.25:1.00.

46Consolidated Secured Net Leverage Ratio: Must be no greater than 3.00:1.00.

Table of ContentsConsolidated Interest Coverage Ratio: Must be no less than 2.25:1.00.

Events of Default.
If the Company breaches or fails to perform any of the affirmative or negative covenants under the Facility, or if other specified events occur (such as a bankruptcy or similar event or a change of control of Interface, Inc. or certain subsidiaries, or if the Company breaches or fails to perform any covenant or agreement contained in any instrument relating to any of the Company’s other indebtedness exceeding $20$20 million), after giving effect to any applicable notice and right to cure provisions, an event of default will exist. If an event of default exists and is continuing, the lenders’ Administrative Agent may, and upon the written request of a specified percentage of the lender group shall:

declare all commitments of the lenders under the facility terminated;

declare all amounts outstanding or accrued thereunder immediately due and payable; and

exercise other rights and remedies available to them under the agreement and applicable law.

declare all commitments of the lenders under the facility terminated;
declare all amounts outstanding or accrued thereunder immediately due and payable; and
exercise other rights and remedies available to them under the agreement and applicable law.

Collateral.
Pursuant to ana Second Amended and Restated Security and Pledge Agreement, executed on the same date, the Facility is secured by substantially all of the assets of the Company and its domestic subsidiaries (subject to exceptions for certain immaterial subsidiaries), including all of the stock of the Company’s domestic subsidiaries and up to 65% of the stock of its first-tierfirst-tier material foreign subsidiaries. If an event of default occurs under the Facility, the lenders’ Administrative Agent may, upon the request of a specified percentage of lenders, exercise remedies with respect to the collateral, including, in some instances, foreclosing mortgages on real estate assets, taking possession of or selling personal property assets, collecting accounts receivables, or exercising proxies to take control of the pledged stock of domestic and first-tierfirst-tier material foreign subsidiaries.

In December 2016, one of the Company’s foreign subsidiaries borrowed 61 million euros (approximately $63.5 million) under the Syndicated Credit Facility. The funds were distributed to its U.S. parent company to fund then-current and projected U.S. cash needs. A significant portion of these borrowings were repaid in 2017.

As of December 31, 2017, both January 2, 2022 and January 3, 2021, the Company had outstanding $170.0 million of Term Loan A borrowing and $59.9 million of revolving loan borrowings outstanding under the Facility, and had $6.0$1.6 million in letters of credit outstanding under the Facility. As of December 31, 2017, the weighted average interest rate on borrowings outstanding under
Under the Facility, was 3.0%.

the Company is required to make quarterly amortization payments of the term loan borrowings. The amortization payments are due on the last day of the calendar quarter.

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.

Interest Rate Risk Management

Shortly after entering into the Amended and Restated Facility Agreement,

5.50% Senior Notes due 2028

On November 17, 2020, the Company entered intoissued $300.0 million aggregate principal amount of 5.50% Senior Notes due December 2028 (the “Senior Notes”). The Senior Notes bear an interest rate swap transactionat 5.50% per annum and mature on December 1, 2028. Interest is paid semi-annually on June 1 and December 1 of each year, beginning on June 1, 2021. The Company used the net proceeds to fix the variable interest rate on a portionrepay approximately $269.7 million of itsoutstanding term loan borrowings in order to manage a portionand approximately $21.0 million of outstanding revolving loan borrowings under its exposure to interest rate fluctuations. The Company’s objective and strategyexisting Facility. In connection with respect to this interest rate swap is to protectthe issuance of the Senior Notes, the Company against adverse fluctuationsrecorded approximately $5.7 million of debt issuance costs. These costs were recorded as a reduction of long-term debt in interest rates by reducing its exposure to variability to cash flows relating to interest payments on a portionthe consolidated balance sheet and will be amortized over the life of itsthe outstanding debt.

The Senior Notes are unsecured and are guaranteed, jointly and severally, by each of the Company’s material domestic subsidiaries, all of which also guarantee the obligations of the Company is meetingunder its objective by hedgingexisting Facility.




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Redemption

On or after December 1, 2023, the riskCompany may redeem the Senior Notes, in whole or in part, at any time at the redemption prices listed below, plus accrued and unpaid interest, if any, to (but excluding) the redemption date, if redeemed during the 12-month period commencing on December 1 of changes in its cash flows (interest payments) attributablethe years set forth below:

PeriodRedemption Price
2023102.750 %
2024101.375 %
2025 and thereafter100.000 %

In addition, the Company may redeem up to changes in LIBOR,35% of the designated benchmark interest rate being hedged (the “hedged risk”), on anaggregate principal amount of the Company’s debt principalSenior Notes before December 1, 2023 with the proceeds of certain equity offerings at a redemption price of 105.50%, plus accrued and unpaid interest, if any, to (but excluding) the redemption date. The Company may also redeem all or a part of the Senior Notes before December 1, 2023 at a price equal to 100% of the outstanding swap notional amount.

Cash Flow Interest Rate Swap

principal amount plus accrued and unpaid interest, if any, to (but excluding) the redemption date, plus a make-whole premium. If the Company experiences a change of control, the Company will be required to offer to purchase the Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to (but excluding) the date of repurchase.


Covenants

The Company’s interest rate swap is designatedindenture governing the Senior Notes contains standard and qualifiescustomary covenants for agreements of this type, including various reporting, affirmative and negative covenants. Among other things, these covenants limit the Company’s and its subsidiaries’ ability to:

incur additional indebtedness;
declare or pay dividends, redeem stock or make other distributions to shareholders;
make investments;
create liens on their assets or use their assets as security in other transactions;
enter into mergers, consolidations or sales, transfers, leases or other dispositions of all or substantially all of the Company’s assets;
enter into certain transactions with affiliates; and
sell or transfer certain assets.

Events of Default

If the Company breaches or fails to perform any of the affirmative or negative covenants under the indenture governing the Senior Notes, or if other specified events occur (such as a cash flow hedgebankruptcy or similar event), after giving effect to any applicable notice and right to cure provisions, an event of forecasted interest payments. The Company reportsdefault will exist. If an event of default exists and is continuing, the effective portionterms of the fair value gainindenture permit the trustee or loss on the swap as a componentholders of other comprehensive income (or other comprehensive loss). Gains or losses (if any) on any ineffective portion of derivative instrumentsat least 25% in cash flow hedging relationships are recorded in the period in which they occur as a component of other expense (or other income) in the consolidated condensed statement of operations. There were no such gains or losses in 2017. The aggregate notionalprincipal amount of outstanding Senior Notes to declare the swap as of December 31, 2017 was $100 million.

As of December 31, 2017, principal, premium, if any, and accrued but unpaid interest on all the fair value of the cash flow interest rate swap asset was $0.9 millionSenior Notes to be due and was recorded in other assets and accumulated other comprehensive income.

payable.


Other Lines of Credit

Subsidiaries of the Company have an aggregate of the equivalent of$9.8 $6.0 million of other lines of credit available at interest rates ranging from 2.5%3.5% to 6.5%6.0%. As of December 31, 2017, January 2, 2022 and January 1, 2017, 3, 2021, there were no borrowings outstanding under these lines of credit.

Borrowing Costs
Debt issuance costs associated with the Company’s Senior Notes and term loans under the Facility are reflected as a reduction of long-term debt in accordance with applicable accounting standards. These fees are amortized straight-line, which approximates the effective interest method, and over the life of the outstanding borrowing the debt balance will increase by the same amount as the fees that are amortized. As of January 2, 2022 and January 3, 2021, the unamortized debt issuance costs recorded as a reduction of long-term debt were $7.1 million and $8.6 million, respectively. Expenses related to such costs for the years 2021, 2020 and 2019 amounted to $1.6 million, $1.7 million, and $1.8 million, respectively.
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Borrowing Costs

Deferred

Other deferred borrowing costs, which include underwriting, legal and other direct costs related to the issuance of revolving debt, net of accumulated amortization, were $2.3$1.6 million and $1.4$2.0 million, as of December 31, 2017January 2, 2022 and January 1, 2017,3, 2021, respectively. These amounts are included in other long term assets in the Company’s consolidated balance sheets. The Company amortizes these costs over the life of the related debt. Expenses related to such costs for the years 2017, 2016,2021, 2020 and 20152019 amounted to $0.5$0.4 million, for each of those years.

$0.4 million, and $0.4 million, respectively.

Future Maturities

The aggregate maturities of borrowings for each of the five fiscal years subsequent to 20172021 are as follows:

FISCAL YEAR

 

AMOUNT

 
  

(in thousands)

 

2018

 $15,000 

2019

  15,000 

2020

  15,000 

2021

  15,000 

2022

  169,928 

Thereafter

  0 
Total Debt $229,928 

 

Fiscal YearAmount
 (in thousands)
2022$15,002 
202315,002 
202415,002 
2025180,125 
2026— 
Thereafter300,000 
Total Debt$525,131 

Total long-term debt in the consolidated balance sheet includes a reduction for unamortized debt issuance costs of $7.1 million which are excluded from the maturities table above.
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NOTE910DERIVATIVE INSTRUMENTS
Interest Rate Risk Management
From time to time, the Company enters into interest rate swap transactions to fix the variable interest rate on a portion of its term loan borrowing in order to manage a portion of its exposure to interest rate fluctuations. The Company’s objective and strategy with respect to these interest rate swaps is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability to cash flows relating to interest payments on a portion of its outstanding debt.
Cash Flow Interest Rate Swaps
The Company reports the changes in fair value of derivatives designated as hedging instruments as a component of other comprehensive income (or other comprehensive loss). In the fourth quarter of 2020, the Company terminated its designated interest rate swap transactions with a total notional value of $250 million. Hedge accounting was also discontinued at that time. The termination resulted in a loss of $3.9 million recorded in interest expense in the consolidated statements of operations in 2020 as it was probable that a portion of the original forecasted transactions related to the portion of the hedged debt that was repaid will not occur by the end of the originally specified time period. As of January 2, 2022 and January 3, 2021, the remaining accumulated other comprehensive loss associated with the terminated interest rate swaps was $3.8 million and $8.7 million, respectively, and will be amortized to earnings over the remaining term of the interest rate swaps prior to termination. We expect that approximately $2.8 million, before tax, related to the terminated interest rate swaps will be reclassified from accumulated other comprehensive loss as an increase to interest expense in the next 12 months.
Forward Contracts
The Company, from time to time, is party to currency forward contracts designed to hedge the cash flow risk of intercompany sales from the manufacturing facility in Europe to the Americas. The Company’s objective and strategy with respect to these currency forward contracts is to protect the Company against adverse fluctuations in currency rates by reducing its exposure to variability in cash flows related to receipt of payment on intercompany sales. The Company is meeting its objective by hedging the risk of changes in its cash flows (intercompany payments for inventory) attributable to changes in the U.S. dollar/Euro exchange rate (the “hedged risk”). Changes in fair value attributable to components other than exchange rates are excluded from the assessment of effectiveness and amortized to earnings on a straight-line basis. Changes in fair value related to the effective portion of these contracts are reflected as a component of other comprehensive income (or other comprehensive loss). As of January 2, 2022 and January 3, 2021, there were no active forward currency contracts.

Derivative Transactions Not Designated as Hedging Instruments

Our EAAA segment, from time to time, purchases foreign currency options to economically hedge inventory purchases denominated in foreign currencies other than their functional currency. The Company’s objective with respect to these foreign currency options is to protect the Company against adverse fluctuations in currency rates by reducing its exposure to variability in cash flows related to payment on inventory purchases. These options are classified as non-designated derivative instruments. Gains and losses on the changes in fair value of these foreign currency options are recognized in earnings each period. As of January 2, 2022, the Company had no outstanding foreign currency options.

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The table below sets forth the fair value of derivative instruments as of January 3, 2021:
Asset Derivatives as of January 3, 2021Liability Derivatives as of January 3, 2021
Balance Sheet
Location
Fair ValueBalance Sheet
Location
Fair Value
(in thousands)
Derivative instruments designated as hedging instruments:
Interest rate swap contractsOther current assets$— Accrued expenses$— 
Derivative instruments not designated as hedging instruments:
Foreign currency optionsOther current assets37 Accrued expenses— 
$37 $— 

The following table summarizes the impact that changes in the fair value of derivatives designated as cash flow hedges and included in the assessment of hedge effectiveness had on other comprehensive income (loss), net of tax:
 Fiscal Year
20202019
(in thousands)
Foreign currency contracts gain$— $468 
Interest rate swap contracts loss(2,027)(5,957)
Loss recognized in other comprehensive income (loss)$(2,027)$(5,489)

Gains and losses from derivatives designated as cash flow hedges reclassified from accumulated other comprehensive loss into net income (loss) are discussed in Note 21 entitled “Items Reclassified From Accumulated Other Comprehensive Loss.”

The following table summarizes gains and losses on derivatives not designated as hedging instruments within the consolidated statements of operations:

Fiscal Year
Statement of Operations Location202120202019
(in thousands)
Foreign currency options gain (loss)Other expense$408 $13 $(627)
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NOTE11LEASES

General

The Company has operating and finance leases for manufacturing equipment, corporate offices, showrooms, distribution facilities, design centers, as well as computer and office equipment. The Company’s leases have terms ranging from 1 to 20 years, some of which may include options to extend the lease term for up to 5 years, and certain leases may include an option to terminate the lease. Our lease accounting may include these options to extend or terminate a lease when it is reasonably certain that we will exercise that option.

As of January 2, 2022, there were no significant leases that had not commenced as of the end of fiscal year 2021.

The table below represents a summary of the balances recorded in the consolidated balance sheets related to our leases as of January 2, 2022 and January 3, 2021:

January 2, 2022January 3, 2021
Balance Sheet LocationOperating LeasesFinance LeasesOperating LeasesFinance Leases
(in thousands)
Operating lease right-of-use assets$90,561 $98,013 
 
Current portion of operating lease liabilities$14,588 $13,555 
Operating lease liabilities77,905 86,468 
Total operating lease liabilities$92,493 $100,023 
 
Property, plant and equipment, net$6,547 $6,138 
 
Accrued expenses$1,837 $1,496 
Other long-term liabilities3,201 2,688 
Total finance lease liabilities$5,038 $4,184 

Lease Costs

Fiscal Year
202120202019
(in thousands)
Finance lease cost:
Amortization of right-of-use assets$2,653 $1,251 $890 
Interest on lease liabilities140 86 51 
Operating lease cost21,581 25,213 24,246 
Short-term lease cost977 525 2,057 
Variable lease cost2,831 3,970 3,665 
Total lease cost$28,182 $31,045 $30,909 


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Other Supplemental Information

Fiscal Year
202120202019
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases$108 $86 $51 
Operating cash flows from operating leases22,210 22,206 22,597 
Financing cash flows from finance leases2,282 1,727 1,255 
Right-of-use assets obtained in exchange for new finance lease liabilities3,259 2,546 2,240 
Right-of-use assets obtained in exchange for new operating lease liabilities13,330 2,504 12,655 

Lease Term and Discount Rate

The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of January 2, 2022 and January 3, 2021:

End of Fiscal Year
 20212020
Weighted-average remaining lease term – finance leases (in years)3.203.35
Weighted-average remaining lease term – operating leases (in years)9.9710.61
Weighted-average discount rate – finance leases2.82 %2.64 %
Weighted-average discount rate – operating leases5.87 %5.98 %

Maturity Analysis

A maturity analysis of lease payments under non-cancellable leases is presented as follows:

Fiscal YearOperating LeasesFinance Leases
(in thousands)
2022$17,883 $1,919 
202313,734 1,541 
202412,189 1,161 
202510,455 466 
202610,655 150 
Thereafter60,618 49 
Total future minimum lease payments (undiscounted)125,534 5,286 
Less: Present value discount(33,041)(248)
Total lease liability$92,493 $5,038 


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NOTE12– GOODWILL AND INTANGIBLE ASSETS

In the first quarter of 2021, the Company determined that it has 2 operating and reportable segments – namely AMS and EAAA. See Note 20 entitled “Segment Information” for additional information. The Company tests goodwill for impairment at least annually at the reporting unit level. The Company’s reporting units remain unchanged following the realignment of its operating segments and consist of (1) the Americas, (2) Europe, Middle East and Africa (“EMEA”), and (3) Asia-Pacific. The Americas reporting unit is the same as the AMS reportable segment, and the EMEA and Asia-Pacific reporting units are one level below the EAAA reportable segment.

During the first quarter of 2020, we performed a qualitative assessment of goodwill impairment indicators, considering macroeconomic conditions related to the COVID-19 pandemic and its potential impact to sales and operating income. We expected that the duration of the COVID-19 pandemic and its adverse impacts on the global economy, global travel restrictions, COVID-19 related government shutdowns, disruptions to our supply chain, distribution disruption, and disruption to our customers’ plans to spend capital on projects that use our products and services would result in lower revenue and operating income. As a result, we determined that there were indicators of impairment, and the Company proceeded with a quantitative assessment of goodwill for all reporting units at the end of the first quarter.

In performing the quantitative goodwill impairment testing in the first quarter of 2020, the Company prepared valuations of reporting units on both a market comparable methodology and an income methodology, and those valuations were compared with the respective carrying values of the reporting units to determine whether any goodwill impairment existed. Our reporting units are one level below our operating segment level. In preparing the valuations, past, present and future expectations of performance were considered, including the impact of the COVID-19 pandemic. This methodology is consistent with the approach used to perform the annual quantitative goodwill assessment in prior years. The weighted average cost of capital used in the goodwill impairment testing ranged between 10.0% and 10.5%, which primarily fluctuated based on a country risk premium assigned to the geographical region of the reporting unit. There is inherent uncertainty associated with key assumptions used in our impairment testing including the duration of the economic downturn associated with the COVID-19 pandemic and the recovery period. As a result of the 2020 first quarter assessment, we determined that the fair value for two reporting units was less than the carrying value and recognized a goodwill impairment loss of $116.5 million in the first quarter of 2020. The expected decline in revenue due to the impact of COVID-19 contributed to the lower fair value of our EMEA and Asia-Pacific reporting units. As such, the goodwill impairment loss was allocated to our EMEA and Asia-Pacific reporting units in the amounts of $99.2 million and $17.3 million, respectively. We determined that the goodwill in our Americas reporting unit was not impaired as the fair value exceeded the carrying value by more than 90% at April 5, 2020.

During the fourth quarters of 2021, 2020 and 2019, the Company performed the annual goodwill impairment test, consistent with the methodology discussed above. The Company performed this test at the reporting unit level, which is one level below the operating segment level. In performing the impairment testing, the Company prepared valuations of reporting units on both a market comparable methodology and an income methodology, and those valuations were compared with the respective carrying values of the reporting units to determine whether any goodwill impairment existed. In preparing the valuations, past, present and future expectations of performance were considered, including the ongoing impact of the COVID-19 pandemic in 2021 and 2020.

Each of the Company’s reporting units maintained fair values in excess of their respective carrying values as of the measurement date, and therefore no impairment was indicated as a result of the annual impairment testing. As of January 2, 2022, if the Company’s estimates of the fair values of its reporting units which carry a goodwill balance were 10% lower, the Company still believes no goodwill impairment would have existed. However, the full extent of the future impact of COVID-19 on the Company was and remains uncertain, and a prolonged COVID-19 pandemic could result in additional impairment of goodwill.


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As of January 2, 2022, and January 3, 2021, the net carrying amount of goodwill was $147.0 million and $165.8 million, respectively. The changes in the carrying amounts of goodwill attributable to each reportable segment for the years ended January 2, 2022 and January 3, 2021 are as follows:

AMSEAAATotal
(in thousands)
Goodwill balance, at December 29, 2019$116,202 $141,237 $257,439 
Impairment— (116,495)(116,495)
Foreign currency translation6,142 18,691 24,833 
Goodwill balance, at January 3, 2021122,344 43,433 165,777 
Foreign currency translation(13,839)(4,913)(18,752)
Goodwill balance, at January 2, 2022$108,505 $38,520 $147,025 

In the first quarter of 2020, we determined that the trademarks and trade names intangible assets related to the acquired nora business were also impaired and recognized an impairment loss of $4.8 million. The impairment loss consisted of charges of $2.7 million and $2.1 million attributable to the AMS and EAAA reportable segments, respectively. There were no indicators of additional intangible asset impairment as of the end of fiscal year 2021. The net carrying amount of indefinite-lived intangible assets was $56.1 million and $60.4 million as of January 2, 2022 and January 3, 2021, respectively. The net carrying amount of intangible assets subject to amortization was $20.1 million and $27.3 million as of January 2, 2022 and January 3, 2021, respectively. Amortization expense related to intangible assets during the years 2021, 2020 and 2019 was $5.6 million, $5.5 million and $5.9 million, respectively, and is recorded in cost of sales in the consolidated statements of operations. As of January 2, 2022 and January 3, 2021, accumulated amortization related to intangible assets, including impacts of changes in foreign currency exchange rates, was $23.0 million and $15.7 million, respectively. Amortization expense related to intangible assets is expected to be approximately $6 million per year for fiscal years 2022 through 2024.
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NOTE13PREFERRED STOCK

The Company is authorized to designate and issue up to 5,000,000 shares of $1.00$1.00 par value preferred stock in one or more series and to determine the rights and preferences of each series, to the extent permitted by the Articles of Incorporation, and to fix the terms of such preferred stock without any vote or action by the shareholders. The issuance of any series of preferred stock may have an adverse effect on the rights of holders of common stock and could decrease the amount of earnings and assets available for distribution to holders of common stock. In addition, any issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of the Company. As of December 31, 2017, January 2, 2022 and January 1, 2017, 3, 2021, there were no shares of preferred stock issued.

Preferred Share Purchase Rights 

The Company has previously issued one purchase right (a “Right”) in respect of each outstanding share of Common Stock pursuant to a Rights Agreement it entered into in March 2008. Each Right entitles the registered holder of the Common Stock to purchase from the Company one one-hundredth of a share (a “Unit”) of Series B Participating Cumulative Preferred Stock (the “Series B Preferred Stock”).

The Rights may have certain anti-takeover effects. The Rights will cause substantial dilution to a person or group that acquires (without the consent of the Company’s Board of Directors) 15% or more of the outstanding shares of Common Stock or if other specified events occur without the Rights having been redeemed or in the event of an exchange of the Rights for Common Stock as permitted under the Shareholder Rights Plan.

The dividend and liquidation rights of the Series B Preferred Stock are designed so that the value of one Unit of Series B Preferred Stock issuable upon exercise of each Right will approximate the same economic value as one share of Common Stock, including voting rights. The exercise price per Right is $90, subject to adjustment. Shares of Series B Preferred Stock will entitle the holder to a minimum preferential dividend of $1.00 per share, but will entitle the holder to an aggregate dividend payment of 100 times the dividend declared on each share of Common Stock. In the event of liquidation, each share of Series B Preferred Stock will be entitled to a minimum preferential liquidation payment of $1.00, plus accrued and unpaid dividends and distributions thereon, but will be entitled to an aggregate payment of 100 times the payment made per share of Common Stock. In the event of any merger, consolidation or other transaction in which Common Stock is exchanged for or changed into other stock or securities, cash or other property, each share of Series B Preferred Stock will be entitled to receive 100 times the amount received per share of Common Stock. Series B Preferred Stock is not convertible into Common Stock.

Each share of Series B Preferred Stock will be entitled to 100 votes on all matters submitted to a vote of the shareholders of the Company, and shares of Series B Preferred Stock will generally vote together as one class with the Common Stock and any other voting capital stock of the Company on all matters submitted to a vote of the Company’s shareholders.

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Further, whenever dividends on the Series B Preferred Stock are in arrears in an amount equal to six quarterly payments, the Series B Preferred Stock, together with any other shares of preferred stock then entitled to elect directors, shall have the right, as a single class, to elect one director until the default has been cured.

Prior to entering into the March 2008 Rights Agreement, which expires on March 16, 2018, the Company maintained a substantially similar Rights Agreement that was entered into in 1998.

NOTE 1014SHAREHOLDERS’ EQUITY

Prior to March 5, 2012, the Company had two classes of common stock – Class A Common Stock and Class B Common Stock. On March 5, 2012, the number of issued and outstanding shares of Class B Common Stock constituted less than 10% of the aggregate number of issued and outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, as the cumulative result of varied transactions that caused the conversion of shares of Class B Common Stock into shares of Class A Common Stock. Accordingly, the Class A Common Stock and Class B Common Stock are now, irrevocably from March 5, 2012, a single class of Common Stock in all respects. Following the March 5, 2012 event, the


The Company is authorized to issue 120 million shares of $0.10$0.10 par value Common Stock.

The Company’sCompany’s Common Stock is traded on the Nasdaq Global Select Market under the symbol TILE.

The Company paid cash dividends totaling $0.25$0.04 per share in 2017,$0.222021, $0.095 per share in 2016,2020, and $0.18$0.26 per share in 2015,2019, to each share of Common Stock.Stock, including participating securities. The future declaration and payment of dividends is at the discretion of the Company’s Board, and depends upon, among other things, the Company’s investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant at the time of the Board’s determination. Such other factors include limitations contained in the agreement for its syndicated credit facility,Syndicated Credit Facility and the indenture governing its 5.50% Senior Notes due 2028, which specifiesspecify conditions as to when any dividend payments may be made. As such, the Company may discontinue its dividend payments in the future if its Board determines that a cessation of dividend payments is proper in light of the factors indicated above.

On October 7, 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. On November 19, 2015, the Board of Directors amended the program to provide that the 500,000 shares of common stock previously approved for repurchases for the 2016 fiscal year may be repurchased by the Company, in management’s discretion, during the period commencing on November 19, 2015 and ending at the conclusion of fiscal year 2016.

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 had no specific expiration date. During the first three months of 2017, the Company completed the $50 million repurchase program. In the second quarter of 2017, the Company adopted a new share repurchase program in which the Company iswas authorized to repurchase up to $100$100 million of its outstanding shares of common stock. The program has had no specific expiration date.

Pursuant to the above-described programs, the Company has repurchased shares in the past three years as follows. During 2015, the Company repurchased and retired 650,000 shares of common stock at an average purchase price of $20.47 per share. During 2016, the Company repurchased and retired 1,177,600 shares of common stock at a weighted average purchase price of $15.68 per share. During 2017,2019, the Company repurchased and retired a combined total of 4,628,3001,556,000 shares, under these plans, at an average purchase price of $19.76$16.13 per share. As of December 31, 2017, 29, 2019, the Company had approximately $39.5 million of availability remaining to purchase shares undercompleted the authorized share repurchase program put in place in 2017.

program.

All treasury stock is accounted for using the cost method.

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The following tables depict the activity in the accounts which make up shareholdersshareholders’ equity for thefiscal years 2015-2017.

2021, 2020 and 2019:
  

SHARES

  

AMOUNT

  

ADDITIONAL PAID-IN

CAPITAL

  

RETAINED EARNINGS

(DEFICIT)

  

PENSION LIABILITY

  

FOREIGN

CURRENCY TRANSLATION

ADJUSTMENT

 
  

(in thousands)

 

Balance, at December 28, 2014

  65,968  $6,597  $368,603  $39,737  $(49,362) $(58,936)

Net income

  0   0   0   72,418   0   0 

Stock issuances under employee option plans

  39   4   355   0   0   0 

Other issuances of common stock

  597   59   9,746   0   0   0 

Unamortized stock compensation expense related to restricted stock awards

  0   0   (9,806)  0   0   0 

Cash dividends paid

  0   0   0   (11,885)  0   0 

Forfeitures and compensation expense related to stock awards

  (253)  (25)  14,670   0   0   0 

Share repurchases

  (650)  (65)  (13,241)  0   0   0 

Pension liability adjustment

  0   0   0   0   6,072   0 

Foreign currency translation adjustment

  0   0   0   0   0   (32,575)

Other

  0   0   0   0   0   0 

Balance, at January 3, 2016

  65,701  $6,570  $370,327  $100,270  $(43,290) $(91,511)

  

SHARES

  

AMOUNT

  

ADDITIONAL PAID-IN

CAPITAL

  

RETAINED EARNINGS

(DEFICIT)

  

PENSION LIABILITY

  

FOREIGN CURRENCY TRANSLATION ADJUSTMENT

 
  

(in thousands)

 

Balance, at January 3, 2016

  65,701  $6,570  $370,327  $100,270  $(43,290) $(91,511)

Net income

  0   0   0   54,162   0   0 

Stock issuances under employee plans

  17   2   251   0   0   0 

Other issuances of common stock

  277   28   4,726   0   0   0 

Unamortized stock compensation expense related to restricted stock awards

  0   0   (4,754)  0   0   0 

Cash dividends paid

  0   0   0   (14,285)  0   0 

Forfeitures and compensation expense related to stock awards

  (579)  (58)  979   0   0   0 

Share Repurchases

  (1,178)  (118)  (18,378)  0   0   0 

Pension liability adjustment

  0   0   0   0   (11,572)  0 

Foreign currency translation adjustment

  0   0   0   0   0   (19,011)

Windfall tax benefit - share-based payment awards

  0   0   6,300   0   0   0 

Other

  0   0   0   91   0   0 

Balance, at January 1, 2017

  64,238  $6,424  $359,451  $140,238  $(54,862) $(110,522)
 SHARESCOMMON STOCKADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
PENSION
LIABILITY
FOREIGN
CURRENCY
TRANSLATION
ADJUSTMENT
CASH FLOW
HEDGE
 (in thousands)
Balance, at January 3, 202158,664 $5,865 $247,920 $208,562 $(69,288)$(60,331)$(6,190)
Net income— — — 55,234 — — — 
Restricted stock issuances429 43 6,066 — — — — 
Unamortized compensation expense related to restricted stock awards— — (6,109)— — — — 
Cash dividends declared— — — (2,362)— — — 
Compensation expense related to stock awards, net of forfeitures(38)(3)5,233 — — — — 
Pension liability adjustment— — — — 15,400 — — 
Foreign currency translation adjustment— — — — — (40,110)— 
Reclassification out of accumulated other comprehensive loss - discontinued cash flow hedge— — — — — — 3,468 
Balance, at January 2, 202259,055 $5,905 $253,110 $261,434 $(53,888)$(100,441)$(2,722)


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SHARES

  

AMOUNT

  

ADDITIONAL PAID-IN CAPITAL

  

RETAINED EARNINGS

(DEFICIT)

  

PENSION LIABILITY

  

FOREIGN CURRENCY TRANSLATION ADJUSTMENT

  

 

 

 

CASH FLOW

HEDGE

 
  

(in thousands)

     

Balance, at January 1, 2017

  64,238  $6,424  $359,451  $140,238  $(54,862) $(110,522) $0 

Net income

  0   0   0   53,246   0   0   0 

Stock issuances under employee plans

  36   4   508   0   0   0   0 

Other issuances of common stock

  253   25   4,507   0   0   0   0 

Unamortized stock compensation expense related to restricted stock awards

  0   0   (4,532)  0   0   0   0 

Cash dividends paid

  0   0   0   (15,487)  0   0   0 

Forfeitures and compensation expense related to stock awards

  (93)  (9)�� 5,574   0   0   0   0 

Share Repurchases

  (4,628)  (463)  (91,113)  0   0   0   0 

Pension liability adjustment

  0   0   0   0   (1,692)  0   0 

Foreign currency translation adjustment

  0   0   0   0   0   31,579   0 

Cash flow hedge unrealized gain (loss)

  0   0   0   0   0   0   904 
Windfall tax benefit - share-based payment awards  0   0   (3,124)  0   0   0   0 

Adoption of new accounting standard - share-based payment awards

  0   0   0   9,435   0   0   0 

Balance, at December 31, 2017

  59,806  $5,981  $271,271  $187,432  $(56,554) $(78,943) $904 
 SHARESCOMMON STOCKADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
PENSION
LIABILITY
FOREIGN
CURRENCY
TRANSLATION
ADJUSTMENT
CASH FLOW
HEDGE
 (in thousands)
Balance, at December 29, 201958,416 $5,842 $250,306 $286,056 $(56,700)$(113,139)$(4,163)
Net loss— — — (71,929)— — — 
Issuances of stock (other than restricted stock)239 24 195 — — — — 
Restricted stock issuances304 30 3,999 — — — — 
Unamortized compensation expense related to restricted stock awards— — (4,030)— — — — 
Cash dividends declared— — — (5,565)— — — 
Compensation expense related to stock awards, net of forfeitures(295)(31)(2,550)— — — — 
Pension liability adjustment— — — — (12,588)— — 
Foreign currency translation adjustment— — — — — 52,808 — 
Cash flow hedge unrealized loss— — — — — — (2,027)
Balance, at January 3, 202158,664 $5,865 $247,920 $208,562 $(69,288)$(60,331)$(6,190)


 SHARESCOMMON STOCKADDITIONAL
PAID-IN
CAPITAL
RETAINED
EARNINGS
PENSION
LIABILITY
FOREIGN
CURRENCY
TRANSLATION
ADJUSTMENT
CASH FLOW HEDGE
 (in thousands)
Balance, at December 30, 201859,508 $5,951 $270,269 $222,214 $(43,610)$(101,487)$1,326 
Net income— — — 79,200 — — — 
Issuances of stock (other than restricted stock)511 51 636 — — — — 
Restricted stock issuances223 22 3,900 — — — — 
Unamortized compensation expense related to restricted stock awards— — (4,139)— — — — 
Cash dividends declared— — — (15,358)— — — 
Compensation expense related to stock awards, net of forfeitures(270)(26)4,638 — — — — 
Share repurchases(1,556)(156)(24,998)— — — — 
Pension liability adjustment— — — — (13,090)— — 
Foreign currency translation adjustment— — — — — (11,652)— 
Cash flow hedge unrealized loss— — — — — — (5,489)
Balance, at December 29, 201958,416 $5,842 $250,306 $286,056 $(56,700)$(113,139)$(4,163)
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Stock Options

The Company has an Omnibus Stock Incentive Plan (“Omnibus Plan”)a stock incentive plan under which a committee of independent directors is authorized to grant directors and key employees, including officers, restricted stock, incentive stock options, to purchase the Company’s Common Stock. Optionsnonqualified stock options, stock appreciation rights, deferred shares, performance shares and performance units. Stock options are exercisable for shares of Common Stock at a price not less than 100% of the fair market value on the date of grant. The options become exercisable either immediately upon the grant date or ratably over a time period ranging from one to five years from the date of the grant. The Company’s options expire at the end of time periods ranging from three to ten years from the date of the grant.

In May 2015,2015, the shareholders approved an amendment and restatement of the then-existing Omnibus Stock Incentive Plan. This amendment and restatement extended the term of the Omnibus Plan until February 2025, and set the number of shares authorized for issuance or transfer on or after the effective date of the amendment and restatement at 5,161,020 shares, except that each share issued under the 2015 plan pursuant to an award other than a stock option reducesreduced the number of such authorized shares by 1.33 shares.


In May 2020, the shareholders approved the adoption of a new 2020 Omnibus Stock Incentive Plan (“2020 Omnibus Plan”). The aggregate number of shares of common stock that may be issued or transferred under the 2020 Omnibus Plan on or after the effective date of the plan is 3,700,000 (and the 1.33 multiplier discussed in the paragraph immediately above was eliminated). No award may be granted after the tenth anniversary of the effective date of the 2020 Omnibus Plan.
Accounting standards require that the Company measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair market value of the award. That costexpense will be recognized over the period in whichthat 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. 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 expense by the assumed forfeiture rate and will evaluate actual experience against the assumed forfeiture rate going forward. This expense reduction is not significant to the Company.

All outstanding stock options vested prior to 2015the end of 2013, and therefore, there were was no stock option compensation expensesexpense during 2017,20162021, 2020 or 2015.

51

The following table summarizes2019. There were no stock options outstanding or exercisable as of December 31, 2017, as well as activity during the previous fiscal year:

January 2, 2022 or January 3, 2021.
  

Shares

  

Weighted Average

Exercise Price

 

Outstanding at January 1, 2017

  87,500  $8.75 

Granted

  0   0 

Exercised

  5,000   12.43 

Forfeited or cancelled

  0   0 

Outstanding at December 31, 2017 (a)

  82,500  $8.53 
         

Exercisable at December 31, 2017 (b)

  82,500  $8.53 

(a)

AtDecember 31, 2017, the weighted-average remaining contractual life of options outstanding was 2.0 years.

(b)

At December 31, 2017, the weighted-average remaining contractual life of options exercisable was 2.0 years.

At December 31, 2017, the aggregate intrinsic values of in-the-money options outstanding and options exercisable were $1.4 million and $1.4 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).

The range of exercise prices of the remaining stock options is from $4.31 to $13.04 per option.

Restricted Stock Awards

During fiscal years 2017,20162021, 2020 and 2015,2019, the Company granted restricted stock awards totaling 253,000,277,000,428,400, 308,100, and 597,000223,500 shares, respectively, of Common Stock. The weighted average grant date fair value of restricted stock awards granted during 2021, 2020 and 2019 was $14.26, $13.08, and $17.54, respectively. These awards (or a portion thereof) vest with respect to each recipient over a twoone to fivethree 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, these shares (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 awards of restricted stock was $2.8$3.8 million, $4.7$1.3 million and $13.9$3.3 million for 2017,20162021, 2020 and 2015,2019, respectively. These grants are made primarily to executive-level personnel at the Company and, as a result, no compensation costs have been capitalized. 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 actual experience against the assumed forfeiture rate going forward. The forfeiture rate has been developed using historical data regarding actual forfeitures as well as an estimate of future expected forfeitures under ourfor restricted stock grants.

forfeited during the period. The expense related to awards of restricted stock is captured in SG&A expenses on the consolidated statements of operations.

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The following table summarizes restricted stock outstanding as of December 31, 2017, January 2, 2022, as well as activity during the previous fiscal year:

  

Shares

  

Weighted Average

Grant Date

Fair Value

 

Outstanding at January 1, 2017

  505,000  $17.05 

Granted

  253,000   17.91 

Vested

  284,000   16.61 

Forfeited or cancelled

  6,000   16.99 

Outstanding at December 31, 2017

  468,000  $17.79 

 Restricted SharesWeighted Average
Grant Date
Fair Value
Outstanding at January 3, 2021436,900 $24.73 
Granted428,400 14.26 
Vested(167,200)13.68 
Forfeited or canceled(14,300)15.48 
Outstanding at January 2, 2022683,800 $21.06 
As of December 31, 2017, January 2, 2022, the unrecognized total compensation cost related to unvested restricted stock was $4.1$5.1 million. That cost is expected to be recognized by the end of 2020.

As stated above, accounting standards require the Company to estimate forfeitures in calculating the expense related to stock-based compensation, as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur.

2024.
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Performance Share Awards

In 2016each of the years 2021, 2020 and 2017,2019, the Company 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 (among other things) 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. The expense related to these performance shares is captured in selling, general and administrative expenseSG&A expenses on the consolidated statementstatements of operations.

The Company evaluates the probability of achieving the performance-based goals as of the end of each reporting period and adjusts compensation expense based on this assessment.

The following table summarizes the performance shares outstanding as of December 31, 2017, January 2, 2022, as well as the activity during the year:

  

Performance

Shares

  

Weighted

Average Grant

Date Fair Value

 

Outstanding at January 1, 2017

  368,500  $17.20 

Granted

  354,000   17.80 

Vested

  31,000   17.22 

Forfeited or canceled

  22,000   17.29 

Outstanding at December 31, 2017

  669,500  $17.51 

Performance SharesWeighted
Average Grant
Date Fair Value
Outstanding at January 3, 2021405,300 $16.94 
Granted375,800 13.94 
Vested— — 
Forfeited or canceled(63,000)21.43 
Outstanding at January 2, 2022718,100 $14.98 
Compensation expense (benefit) related to the performance shares for 20172021, 2020 and 20162019 was $4.5$1.7 million, $(1.8) million and $1.2$5.4 million, respectively. The Company has reduced its expense for performance shares forfeited during the period. Unrecognized compensation expense related to these performance shares was approximately $6.1$8.7 million as of December 31, 2017. NoJanuary 2, 2022. Depending on the performance of the Company, any compensation expense related to these outstanding performance shares were granted or outstanding during 2015.

will be recognized by the end of 2024.

The tax benefit recognized with respect to restricted stock and performance shares was $2.6$0.7 million, $0.6 million, and $2.0$1.4 million in 20172021, 2020 and 2016,2019, respectively.

 

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NOTE 1115INCOME (LOSS) EARNINGSPER SHARE

The

The Company computescalculates basic and diluted earnings per common share using the two-class method. Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss), by the weighted average common shares outstanding, including participating securities outstanding, during the period as depicted 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. Income attributable to non-controlling interest is included in the computation of basic and diluted earnings per share, where applicable.

The Company includes all unvested stock awards whichthat contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of common 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:

  

Fiscal Year

 
  

2017

  

2016

  

2015

 

Earnings per share:

            

Basic earnings per share

            

Distributed earnings

 $0.25  $0.22  $0.18 

Undistributed earnings

  0.61   0.61   0.92 
  $0.86  $0.83  $1.10 
             

Diluted earnings per share

            

Distributed earnings

 $0.25  $0.22  $0.18 

Undistributed earnings

  0.61   0.61   0.92 
  $0.86  $0.83  $1.10 

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The following table presents net income that was attributable to participating securities:

  

Fiscal Year

 
          
  

2017

  

2016

  

2015

 
  

(in millions)

 

Net income attributable to participating securities

 $0.4  $0.4  $1.6 

The weighted average shares for shows the computation of basic and diluted EPS were as follows:

Fiscal Year

2017

2016

2015

(in thousands)

Weighted Average Shares Outstanding

61,52864,59364,557

Participating Securities

4685051,470

Shares for Basic Earnings Per Share

61,99665,09866,027

Dilutive Effect of Stock Options

443848

Shares for Diluted Earnings Per Share

62,04065,13666,075

For all periods presented, there were no stock options excluded from the determination of diluted EPS.

EPS:
 

 Fiscal Year
202120202019
(in thousands, except per share data)
Numerator:   
Net income (loss)$55,234 $(71,929)$79,200 
Less: distributed and undistributed earnings available to participating securities(602)(42)(625)
Distributed and undistributed earnings (loss) available to common shareholders$54,632 $(71,971)$78,575 
 
Denominator:   
Weighted average shares outstanding58,328 58,110 58,475 
Participating securities643 437 468 
Shares for basic EPS58,971 58,547 58,943 
Dilutive effect of stock options— — 
Shares for diluted EPS58,971 58,547 58,948 
Basic EPS$0.94 $(1.23)$1.34 
Diluted EPS$0.94 $(1.23)$1.34 




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NOTE 1216RESTRUCTURING CHARGES

InAND OTHERCHARGES

Restructuring, asset impairment and other charges by reportable segment are presented as follows:

Fiscal Year
202120202019
(in thousands)
AMS$(1)$(288)$2,590 
EAAA3,622 (4,338)10,357 
Total restructuring, asset impairment and other charges$3,621 $(4,626)$12,947 

A summary of restructuring activities for the fourth quarter2021, 2019 and 2018 restructuring plans is presented below:

Workforce ReductionOther Exit CostsAsset Impairment
2021 Plan2019 Plan2018 Plan2019 Plan2018 Plan2021 PlanTotal
(in thousands)
Balance, at December 30, 2018$— $— $10,763 $— $1,144 $— $11,907 
Charged to expenses— 8,827 (1,743)188 672 — 7,944 
Deductions— (193)(7,122)— (1,042)— (8,357)
Charged to other accounts— — — (49)— — (49)
Balance, at December 29, 2019— 8,634 1,898 139 774 — 11,445 
Charged to expenses— (3,704)(223)— (699)— (4,626)
Deductions— (3,866)(1,675)(139)(75)— (5,755)
Balance, at January 3, 2021— 1,064 — — — — 1,064 
Charged to expenses2,257 (286)— — — 1,650 3,621 
Deductions— (681)— — — — (681)
Charged to other accounts— — — — — (1,650)(1,650)
Balance, at January 2, 2022$2,257 $97 $— $— $— $— $2,354 

For 2021, the Company recorded restructuring and asset impairment charges of 2016,$3.6 million as a result of the 2021 restructuring plan described below, net of a reduction of $0.3 million of previously recognized restructuring charges under the 2019 plan due to changes in expected cash payments. For 2020, the Company recorded a reduction of $4.6 million of previously recognized restructuring charges due to changes in expected cash payments. For 2019, the Company recorded restructuring, asset impairment and other charges of $12.9 million in the consolidated statements of operations. The 2019 charges include other non-cash charges not included in the above table as further described below. As of January 2, 2022, the total restructuring reserve was $2.4 million for the 2021 and 2019 restructuring plans. The 2018 restructuring plan was completed as of January 3, 2021.

Other Non-Cash Charges

On December 23, 2019, unrelated to the restructuring activity presented in the table above, the Company recorded other non-cash charges of approximately $5.0 million (comprised of $2.8 million attributable to the AMS reportable segment and $2.2 million attributable to the EAAA reportable segment) primarily related to adjusting the carrying value of certain insurance related assets. These charges are recorded in restructuring, asset impairment and other charges in the 2019 consolidated statement of operations.


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2021 Restructuring Plan

On September 8, 2021, the Company committed to a new restructuring plan that continues to focus on efforts to improve efficiencies and decrease costs across its worldwide operations. The plan involves a reduction of approximately 188 employees and the closure of the Company’s manufacturing facility in Thailand, anticipated to occur at the end of the first quarter of 2022. As a result of this plan, the Company expects to incur pre-tax restructuring charges between the third quarter of 2021 and the fourth quarter of 2022 of approximately $4 million to $5 million. The expected charges are comprised of severance expenses ($2.2 million), retention bonuses ($0.5 million), and asset impairment and other charges ($2.0 million). The retention bonus costs of approximately $0.5 million will be recognized through the end of 2022 as earned over the requisite service periods. Restructuring charges of $3.9 million comprised of severance and asset impairment charges were recognized during 2021 within the EAAA reportable segment.

The restructuring plan is expected to result in cash expenditures of approximately $3 million to $4 million for payment of the employee severance, employee retention bonuses and other costs of the shutdown of the Thailand manufacturing facility, as described above. The Company expects to complete the restructuring plan in 2022 and expects the plan to yield annualized savings of approximately $1.7 million. A portion of the annualized savings is expected to be realized on the consolidated statement of operations in 2022, with the remaining portion of the annualized savings expected to be realized in 2023.

2019 Restructuring Plan

On December 23, 2019, the Company committed to a restructuring plan that continues to focus on efforts to improve efficiencies and decrease costs across its worldwide operations, and more closely align its operating structure with its business strategy. The plan involved a reduction of approximately 105 employees and early termination of 2 office leases. As a result of this plan, the Company recorded a pre-tax restructuring charge in the fourth quarter of 2019 of approximately $9.0 million (comprised of $1.1 million attributable to the AMS reportable segment and $7.9 million attributable to the EAAA reportable segment). The charge was comprised of severance expenses ($8.8 million) and lease exit costs ($0.2 million). The plan was expected to result in future cash expenditures of approximately $9.0 million for the payment of employee severance and lease exit costs.

In 2021 and 2020, the Company recorded reductions of $0.3 million and $3.7 million, respectively, of the previously recognized charges due to changes in expected cash payments for employee severance. As of January 2, 2022, cumulative charges under the 2019 restructuring plan, net of reductions of previously recognized charges, were $0.8 million within the AMS reportable segment and $4.2 million within the EAAA reportable segment. The plan was substantially completed at the end of 2020, and the Company expected the plan to yield annualized savings of approximately $6.0 million. A portion of the annualized savings was realized on the consolidated statement of operations in 2020, with the remaining portion of the annualized savings realized in 2021.

2018 Restructuring Plan

On December 29, 2018, the Company committed to a restructuring plan in its continuing efforts to improve efficiencies and decrease costs across its worldwide operations, and more closely align its operating structure with its business strategy. The plan involvedinvolved (i) a substantial restructuring of its sales and administrative operations in the FLOR business model that included closure of its headquarters office and most retail FLOR stores,United Kingdom, (ii) a reduction of approximately 70 FLOR200 employees, and a number of employees in the commercial carpet tile business, primarily in the AmericasEurope and EuropeAsia-Pacific geographic regions, and (iii) the write-down of certain underutilized and impaired assets that included information technology assets intellectual property assets, and obsolete manufacturing office and retail store equipment.

As a result of this plan, the Company incurredrecorded a pre-tax restructuring and asset impairment charge in the fourth quarter of 2018 of approximately $20.5 million (comprised of $7.7 million attributable to the AMS reportable segment and $12.8 million attributable to the EAAA reportable segment). The charge was comprised of severance expenses (approximately $10.8 million), impairment of assets (approximately $8.6 million) and other items (approximately $1.1 million). The charge was expected to result in future cash expenditures of $12.0 million, primarily for severance payments (approximately $10.8 million). The restructuring plan was substantially completed at the end of fiscal year 2019. 


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In the third quarter of 2019, the Company recorded $0.7 million of restructuring charges related to additional lease exit costs in connection with the restructuring plan announced on December 29, 2018. In the fourth quarter of $19.82019, the Company adjusted its previously recorded severance expenses in connection with the 2018 restructuring plan and recognized a reduction in restructuring costs of $1.7 million in 2019. In 2020, the fourth quarterCompany further adjusted its previously recorded severance expenses and other exit costs and recognized a reduction in restructuring costs of 2016$0.9 million. As of January 2, 2022, cumulative charges under the 2018 restructuring plan, net of reductions of previously recognized charges, were $6.4 million within the AMS reportable segment and $7.3$12.1 million inwithin the first quarterEAAA reportable segment. The restructuring plan was completed as of 2017.

A summaryJanuary 3, 2021. 





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Table of these restructuring activities is presented below:

Contents
  

Total

Restructuring

Charge

  

 

Costs Incurred

in 2016

  

 

Costs Incurred

in 2017

  

 

Balance at

Dec. 31, 2017

 
  

(in thousands)

 

Workforce Reduction

 $10,652  $1,451  $6,633  $2,568 

Asset Impairment

  11,319   8,019   3,300   0 

Lease Exit Costs

  5,116   27   5,089   0 

NOTE 17 – INCOME TAXES
 

NOTE 13– TAXES ON INCOME

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law. Among the significant changes resulting from the law, the Tax Act reduces the U.S. federalIncome (loss) before income tax rate from 35% to 21% effective for the year beginning January 1, 2018 and creates a modified territorial tax system with a one-time mandatory “transition tax” on previously unrepatriated foreign earnings. It also applies restrictions on the deductibility of interest expense, allows for immediate capital expensing of certain qualified property, eliminates the domestic manufacturing deduction, applies a broader application of compensation limitations and creates a new minimum tax on earnings of foreign subsidiaries.  The Company is continuing to evaluate the Tax Act and its requirements, as well as its application to its business and its impact on the effective tax rate.

54

In accordance with GAAP as determined by ASC 740,Income Taxes,” the Company is required to record the effects of tax law changes in the period enacted. On December 22, 2017, the SEC staff issued guidance to companies to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effectstaxes consisted of the Tax Act.

As further discussed below, the Company’s results for the year ended December 31, 2017 contain provisional estimates of the impact of the Tax Act. These amounts are considered provisional because they use reasonable estimates of which tax returns have not been filed and because estimated amounts may be impacted by future regulatory and accounting guidance if and when issued. The Company will adjust these provisional amounts as further information becomes available and as we refine our calculations. As permitted by recent guidance issued by the SEC, these adjustments will occur during a reasonable “measurement period” not to exceed twelve months from the date of enactment. The two material items that impacted the Company in 2017 were the U.S. statutory rate reduction and the one-time transition tax.

Impacts of Deemed Repatriation:  The Tax Act imposed a one-time transition tax on unrepatriated post-1986 accumulated earnings and profits of certain foreign subsidiaries (“E&P”). The Company has recorded a provisional tax expense of $11.7 million related to the one-time transition tax.  To calculate this tax, the Company must determine the cumulative amount of E&P, as well as the amount of foreign taxes paid on such earnings, among other components of the calculation.  The Company computed the amount based on information available to us; however, the Company's calculation of this amount might change with further analysis and further guidance from the U.S. federal and state tax authorities about the application of these new rules. Additionally, the Company may revise this balance during the one-year remeasurement period as a result of amending certain U.S. federal income tax returns; however, the outcome of this is currently unknown, and the Company has made its best estimate of expected, future tax liability as of December 31, 2017.  The Company will continue to evaluate the impact of the tax law change as it relates to the accounting for the outside basis difference of its foreign entities.  The Company will elect to pay the liability for the deemed repatriation of foreign earnings in installments, as specified by the Tax Act.

Remeasurement of Deferred Tax Assets and Liabilities: The Tax Act reduces the U.S. statutory rate from 35% to 21% for years after 2017. Accordingly, U.S. GAAP requires companies to remeasure their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. The Company has recorded a provisional tax expense of $3.5 million related to the remeasurement of its net deferred tax asset. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or give rise to new deferred tax amounts.

While the Tax Act provides for a modified territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company does not expect that the GILTI income inclusion will result in significant U.S. tax beginning in 2018. The BEAT provisions in the Tax Act eliminates the deduction of certain base-erosion payments made to related foreign corporations and impose a minimum tax if greater than regular tax. The Company does not expect that the BEAT provision will result in significant U.S. tax beginning in 2018. In addition, the Company intends to account for the GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2017.

following:
55
 Fiscal Year
 202120202019
 (in thousands)
U.S. operations$4,460 $(7,104)$46,463 
Foreign operations68,173 (72,316)55,353 
Income (loss) before income taxes$72,633 $(79,420)$101,816 

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Provisions for federal, foreign and state income taxes in the consolidated statements of operations consisted of the following components:

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

Current expense/(benefit):

            

Federal

 $10,245  $6,886  $1,524 

Foreign

  11,923   12,934   9,279 

State

  1,414   1,633   1,403 
             
Current expense  23,582   21,453   12,206 

Deferred expense/(benefit):

            

Federal

  20,467   6,186   19,971 

Foreign

  1,214   (1,937)  3,795 

State

  2,030   (728)  (2,624)
             
Deferred expense  23,711   3,521   21,142 
             
Total income tax expense $47,293  $24,974  $33,348 

Income before

 Fiscal Year
 202120202019
 (in thousands)
Current expense (benefit):   
Federal$1,987 $(22,976)$8,414 
Foreign21,372 14,822 14,513 
State1,418 529 2,312 
Current expense (benefit)24,777 (7,625)25,239 
 
Deferred expense (benefit):   
Federal(2,841)1,787 (625)
Foreign(3,846)(2,422)(2,198)
State(691)769 200 
Deferred expense (benefit)(7,378)134 (2,623)
 
Total income tax expense (benefit)$17,399 $(7,491)$22,616 

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The Company’s effective tax rate was 24.0%, 9.4% and 22.2% for fiscal years 2021, 2020 and 2019, respectively. The following summary reconciles income taxes onat the U.S. federal statutory rate of 21% applicable for all periods presented to the Company’s actual income consistedtax expense:
 Fiscal Year
 202120202019
 (in thousands)
Income taxes at U.S. federal statutory rate$15,253 $(16,678)$21,381 
Increase (decrease) in taxes resulting from:   
State income taxes, net of federal tax effect(87)(2,033)2,321 
Non-deductible business expenses330 1,792 933 
Non-deductible employee compensation1,213 (210)1,453 
Tax effects of Company-owned life insurance(762)(898)(636)
Tax effects of undistributed earnings from foreign subsidiaries not deemed to be indefinitely reinvested1,219 748 (183)
Foreign and U.S. tax effects attributable to foreign operations1,748 (11,991)783 
Valuation allowance effect1,349 12,927 133 
Research and development tax credits(793)(780)(700)
Goodwill impairment— 24,464 — 
Unrecognized tax benefits(2,663)(14,962)(3,324)
Other592 130 455 
Income tax expense (benefit)$17,399 $(7,491)$22,616 

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in response to the COVID-19 pandemic and provides certain tax relief to businesses. Tax provisions of the following:

CARES Act include, among other things, the deferral of certain payroll taxes, relief for retaining employees, and certain income tax provisions for corporations. For the tax year ended January 3, 2021, the Company deferred $4.1 million in payroll taxes under the CARES Act which was paid as of January 2, 2022. In addition, for the year ended January 3, 2021, the Company benefited from the relaxed 163(j) limitation and the technical correction related to depreciation of leasehold improvements, both of which did not have a material impact on the Company’s effective tax rate for that year. Some of the provisions of the CARES Act, including the deferral of certain payroll taxes and the relaxed 163(j) limitation, are not applicable for tax years after 2020, and as a result the Company did not benefit from these provisions for the tax year ended January 2, 2022. In addition, the Company did not materially benefit from the provisions of the CARES Act that remained in effect during the tax year ended January 2, 2022.
  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

U.S. operations

 $53,407  $38,357  $58,318 

Foreign operations

  47,132   40,779   47,448 
             
Income before taxes $100,539  $79,136  $105,766 

Deferred income taxes for the years ended December 31, 2017, January 2, 2022 and January 1, 2017, 3, 2021, reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.



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The temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:
 End of Fiscal Year
 20212020
 (in thousands)
Deferred tax assets
Lease liability$25,426 $28,094 
Net operating loss and interest carryforwards5,962 4,031 
Federal tax credit carryforwards10,054 10,412 
Derivative instruments1,126 2,680 
Deferred compensation19,487 20,244 
Inventory3,100 4,004 
Prepaids, accruals and reserves8,777 3,659 
Capitalized costs4,805 — 
Pensions6,431 11,485 
Other175 50 
Deferred tax asset, gross85,343 84,659 
Valuation allowance(15,338)(13,919)
Deferred tax asset, net$70,005 $70,740 
 
Deferred tax liabilities
Property and equipment$25,352 $27,322 
Intangible assets30,736 30,745 
Lease asset24,856 27,268 
Foreign currency458 606 
Foreign withholding and U.S. state taxes on unremitted earnings1,332 931 
Deferred tax liabilities82,734 86,872 
 
Net deferred tax liabilities$12,729 $16,132 

Management believes, based on the Company’s history of taxable income and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the federal deferred tax assets at January 2, 2022.

Beginning in 2018, the Company expectshas elected to account for tax effects of the global intangible low-taxed income (“GILTI”), Foreign Derived Intangible Income (“FDII”), Internal Revenue Code Section 163(j) interest limitation (“Interest Limitation”) and base-erosion and anti-abuse tax (“BEAT”) provisions included in the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) in the period when incurred, and therefore has not provided any deferred tax impacts for these provisions in its consolidated financial statements.

As of January 2, 2022, the Company has approximately $10.1 million of foreign tax credit carryforwards with expiration dates through 2029. A full valuation allowance has been provided as the Company does not expect to utilize in its 2017 U.S. federalthese foreign tax returncredits before the remaining portionexpiration dates. As of its federal net operating loss carryforwards which are all from share-based payment awards of $23.2 million and has recorded a related tax benefit of $8.1 million to retained earnings in accordance with applicable accounting standards. Also,January 2, 2022, the Company utilized $9.0 million of its federal net operating loss carryforwards in its 2016 U.S. federal tax return which were all from share-based payment awards and recorded a related tax benefit of $3.2 million to additional paid-in capital in accordance with applicable accounting standards. This amount decreased by $3.1 million compared to the amount recorded in 2016 due to less taxable income realized in its 2016 U.S. federal tax return that was filed in 2017.

The Company expects to utilize in its 2017 foreign tax returns the remaining portion of its foreign net operating loss carryforwards of $3.8 million.

The Company hadhas approximately $108.6$153.0 million in state net operating loss carryforwards relating to continuing operations with expiration dates through 2035. The Company2041 and has provided a valuation allowance against $18.5$90.1 million of such losses, which the Company does not expect to utilize. During 2017, the Company recorded a tax benefitIn addition, as of $1.3 million to retained earnings related to $21.4 million of the state net operating losses carryforwards that were from share-based payment awards, in accordance with applicable accounting standards. In addition,January 2, 2022, the Company has approximately $57.3$25.7 million in state net operating loss carryforwards relating to discontinued operations against which a full valuation allowance has been provided.


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The sources of the temporary differences and their effect on the net deferred tax asset are as follows:

  

2017

  

2016

 
  

ASSETS

  

LIABILITIES

  

ASSETS

  

LIABILITIES

 
  

(in thousands)

 

Basis differences of property and equipment

 $0  $13,281  $0  $14,419 

Basis difference of intangible assets

  0   1,157   978   0 

Foreign currency

  0   2,597   0   3,216 

Net operating loss carryforwards

  2,468   0   3,627   0 

Valuation allowances on net operating loss carryforwards

  (1,186)  0   (2,500)  0 

Federal tax credits

  3,227   0   5,711   0 

Deferred compensation

  20,220   0   26,546   0 

Basis difference of inventory

  634   0   4,009   0 

Basis difference of prepaids, accruals and reserves

  1,777   0   6,273   0 

Pensions

  2,408   0   3,435   0 

Foreign withholding taxes on unremitted earnings

  0   909   0   223 

Undistributed earnings from foreign subsidiaries not deemed to be indefinitely reinvested

  0   0   0   1,481 

Basis difference of other assets and liabilities

  0   536   0   351 
                 
  $29,548  $18,480  $48,079  $19,690 

Deferred tax assets and liabilities are included in the accompanying balance sheets as follows:

  

FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Deferred tax asset (non-current asset)

 $18,003  $33,117 

Deferred income taxes (non-current liabilities)

  (6,935)  (4,728)
Total net deferred taxes $11,068  $28,389 

Management believes, based on the Company’s history of taxable income and expectations for the future, that it is more likely than not that future taxable income will be sufficient to fully utilize the federal deferred tax assets at December 31, 2017.

As of December 31, 2017, January 2, 2022, and January 1, 2017, 3, 2021, non-current deferred tax assets were reduced by approximately $3.3$2.8 million and $5.0$3.0 million, respectively, of unrecognized tax benefits.


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The

Historically, the Company’s effective tax rate was 47.0%,31.6% and 31.5% has not provided for fiscal years 2017,2016 and 2015, respectively. The following summary reconcilesU.S. income taxes and foreign withholding taxes on the undistributed accumulated earnings of its foreign subsidiaries, with the exception of its Canada subsidiaries and a specific portion of the undistributed earnings of foreign subsidiaries outside of Canada, because such earnings were deemed to be permanently reinvested. In September of 2021, as part of an overall restructuring plan, the Company made the decision to close its manufacturing facility in Thailand. As a result, the Company is no longer asserting that the undistributed earnings in its Thailand subsidiaries are permanently reinvested. The Company provided for U.S. income taxes and foreign withholding taxes on these earnings at January 2, 2022.

Although the Tax Act created a dividends received deduction that generally eliminates additional U.S. federal statutory rateincome taxes on dividends from our foreign subsidiaries, the Company continues to assert that all of 35% to the Company’s actual income tax expense:

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

Income taxes at U.S. federal statutory rate

 $35,189  $27,698  $37,018 

Increase (decrease) in taxes resulting from:

            

State income taxes, net of federal tax effect

  2,677   1,861   3,003 

Non-deductible business expenses

  695   538   614 

Non-deductible employee compensation

  80   361   168 

Tax effects of Company owned life insurance

  (1,295)  (199)  128 
Tax effects of Tax Act:            

One-time transition tax on foreign earnings

  11,707   0   0 

Remeasurement of net Deferred Tax Asset

  3,467   0   0 

Tax effects of undistributed earnings from foreign subsidiaries not deemed to be indefinitely reinvested

  523   463   458 

Foreign and U.S. tax effects attributable to foreign operations

  (4,537)  (3,963)  (3,347)

Valuation allowance effect – State NOL

  (858)  (1,272)  (3,797)

Federal tax credits

  (442)  (494)  (352)

Other

  87   (19)  (545)

Income tax expense

 $47,293  $24,974  $33,348 

The Company previously considered theits undistributed earnings in its non-U.S. subsidiaries, excluding subsidiaries within Canada, to beundistributed earnings for which U.S. income taxes and foreign withholding taxes have been provided, are indefinitely reinvested outside of the U.S. The Company expects that domestic cash resources will be sufficient to fund its domestic operations and accordingly, recorded no deferred income taxes. Prior tocash commitments in the transition tax,future. In the event the Company had approximately $350 milliondetermines not to continue to assert that all or part of foreignits undistributed earnings which was the largest component of the Company’s overall outside basis difference in its foreign subsidiaries. While the transition tax eliminated this portion of the overall outside basis difference in its foreignnon-U.S. subsidiaries are permanently reinvested, an actual repatriation from its non-U.S. subsidiaries could still be subject to additional foreign withholding and U.S. state taxes.

The Company has analyzed its global working capital and cash requirements andtaxes, the potential tax liabilities attributable to a repatriation, and has determined that it will be repatriating approximately $37 million which was previously deemed indefinitely reinvested. The Company was able to make a reasonable estimate of the tax effects of such repatriation and has recorded a provisional estimate for foreign withholding and U.S. state taxes of $0.6 million.

The Company currently does not intend to repatriate approximately $307 million taxed under the Tax Act and has not recorded any deferred taxes relating to such amounts. The Company considers this portion of its undistributed foreign earnings to be indefinitely reinvested outside of the U.S. and determination of any deferred taxes on this amountwhich is not practicable.


The Company’s undistributed earnings from foreign subsidiaries within Canada are not deemed to be indefinitely reinvested. At December 31, 2017, the Company’s Canadian subsidiaries had approximately $6 million of undistributed earnings from which approximately $2 million in deferred income taxes and approximately $0.3 million in foreign withholding taxes had been provided. As these earnings are taxed under the transition tax, the Company reversed the $2 million deferred income tax provision. However, the Company retained the $0.3 million provision for withholding taxes as it expects to incur these taxes upon repatriation.

The Company’s federal income tax returns are subject to examination for the years 20032018 to the present. The Company files returns in numerous state and local jurisdictions and in general it is subject to examination by the state tax authorities for the years 20122016 to the present. The Company files returns in numerous foreign jurisdictions and in general it is subject to examination by the foreign tax authorities for the years 20062010 to the present.


As a result of an audit of the Company’s U.K. subsidiaries, Her Majesty’s Revenue & Customs (“HMRC”) issued notices of amendment to the Company’s U.K. tax returns for the years 2012 through 2017. Final assessments including the adjustments have not been issued. The adjustments result from the interest rate applied in the intra-group financing arrangement between a Company subsidiary in the U.K. and the Netherlands. In April of 2021, the Company filed requests with both the Competent Authority in the Netherlands and in the U.K. to initiate a mutual agreement procedure (“MAP”) related to the double taxation arising from the HMRC adjustments. Management believes it is more likely than not that the Company will obtain relief from double taxation through the MAP, and as such, does not anticipate these adjustments will result in a material change to its financial position. The Company will continue to evaluate the progress of the MAP and will recognize all related adjustments when the recognition thresholds have been met.

As of DecemberJanuary 2, 2022, and January 3,1,2017, and January 1, 2017, 2021, the Company had $29.2$8.2 million and $27.9$10.8 million, respectively, of unrecognized tax benefits. For the years ended January 2, 2022 and January 3, 2021, the Company recognized as income tax benefits $2.7 million and $15.0 million, respectively, of previously unrecognized tax benefits. Of the $15.0 million income tax benefits recognized for the year ended January 3, 2021, $12.7 million related to a worthless stock loss claimed on the Company’s exit of its broadloom business (discontinued operations). It is reasonably possible that approximately $2.5 million of unrecognized tax benefits may be recognized within the next 12 months due to a lapse of statute of limitations.

If any of the $29.2$8.2 million of unrecognized tax benefits as of December 31, 2017 January 2, 2022 are recognized, there would be a favorable impact on the Company’s effective tax rate of approximately $7.5 million in future periods. If the unrecognized tax benefits are not favorably settled, $25.9$5.4 million of the total amount of unrecognized tax benefits would require the use of cash in future periods. The Company recognizes accrued interest and income tax penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2017, January 2, 2022, the Company had accrued interest and penalties of $1.6$0.9 million, which is included in the total unrecognized tax benefit noted above.

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Management believes changes to our unrecognized tax benefits that are reasonably possible in the next 12 months will not have a significant impact on our financial position or results of operations. The timing of the ultimate resolution of the Company’s tax matters and the payment and receipt of related cash is dependent on a number of factors, many of which are outside the Company’s control.


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A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

Balance at beginning of year

 $27,888  $28,271  $27,301 

Increases related to tax positions taken during the current year

  627   690   641 
Increases related to tax positions taken during the prior years  709   148   1,230 

Decreases related to tax positions taken during the prior years

  0   (695)  (194)

Decreases related to settlements with taxing authorities

  0   0   0 

Decreases related to lapse of applicable statute of limitations

  (462)  (403)  (367)

Changes due to foreign currency translation

  459   (123)  ( 340)

Balance at end of year

 $29,221  $27,888  $28,271 

follows:
 

 Fiscal Year
 202120202019
 (in thousands)
Balance at beginning of year$10,799 $25,486 $28,143 
Increases related to tax positions taken during the current year265 271 318 
Increases related to tax positions taken during the prior years198 536 1,093 
Decreases related to tax positions taken during the prior years— (673)(2,809)
Decreases related to lapse of applicable statute of limitations(2,309)(14,992)(1,266)
Changes due to settlements(836)— — 
Changes due to foreign currency translation103 171 
Balance at end of year$8,220 $10,799 $25,486 


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NOTE 1418COMMITMENTS AND CONTINGENCIES

The Company leases certain production, distribution and marketing facilities and equipment. At December 31, 2017, aggregate minimum rent commitments under operating leases with initial or remaining terms of one year or more consisted of the following:

FISCAL YEAR

 

AMOUNT

 
  

(in thousands)

 

2018

 $16,719 

2019

  13,300 

2020

  8,489 

2021

  5,314 

2022

  3,117 

Thereafter

  15,500 

Rental expense amounted to approximately $22.0 million, $24.5 million, and $24.4 million for the years 2017,2016, and 2015, respectively.

The Company is from

From time to time, the Company is a party to routine litigation incidentallegal proceedings, whether arising in the ordinary course of business or otherwise. Some of the proceedings the Company is involved in are summarized below.

Lawsuit by Former CEO in Connection with Termination

On January 19, 2020, the Company’s Board of Directors voted to its business. Management does not believeterminate for cause the employment of Jay D. Gould, then President and Chief Executive Officer, effective immediately, for violations of the Company’s working environment policies. On February 14, 2020, Mr. Gould filed a lawsuit against the Company in the United States District Court of the Northern District of Georgia, Gould v. Interface, Inc., Case No. 1:20-cv-00695.  In his lawsuit, Mr. Gould asserted several claims against the Company in connection with his termination, including that the resolutiontermination was a wrongful retaliation against Mr. Gould and breached his employment contract with the Company, that public statements made by the Company in connection with his termination defamed Mr. Gould (two counts) and that the Company’s investigation into Mr. Gould’s conduct that preceded the termination was negligently performed. Among other unspecified relief, Mr. Gould seeks in excess of any or all$10 million in damages for the breach of such litigation will have a material adverse effectcontract claim and $100 million for each of the other claims, as well as attorneys’ fees. The Court granted judgment on the pleadings in favor of the Company’s on Mr. Gould’s putative claim of negligent investigation, and Mr. Gould’s defamation claims were dismissed with prejudice by stipulation of the parties. The Company filed a motion for summary judgment on Mr. Gould’s remaining claims. On February 9, 2022, the U.S. Magistrate Judge overseeing the motion for summary judgment issued a Final Report and Recommendation that the Company’s motion for summary judgment be granted on all remaining claims, and each party has since filed objections to certain aspects of the report and recommendation. The motion for summary judgement remains pending with the Court.

The Company believes the lawsuit is without merit and intends to defend vigorously against it.

Putative Class Action Lawsuit

As previously reported, the Securities & Exchange Commission (the “SEC”) conducted an investigation into the Company’s historical quarterly earnings per share calculations and rounding practices during the period 2014-2017. In the third quarter of 2020, the Company successfully reached a settlement with the SEC in this matter. The Company consented to the entry of an order by the SEC which states, among other things, that the Company was negligent in making certain accounting entries in 2015 and 2016. As part of the settlement, the Company did not admit or deny any wrongdoing. The Company paid a $5.0 million fine to resolve the matter, and was ordered to cease-and-desist from violating certain federal securities laws.

On November 12, 2020, the Company, the Company’s current and former president and chief executive officer, and its current chief financial condition or resultsofficer were named as defendants in a lawsuit filed in the United States District Court for the Eastern District of operations.

New York, Swanson v. Interface, Inc. et al. (case :120-cv-05518). The lawsuit is a federal securities law class action that alleges that the defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies. The specific allegations relate to the subject matter of the concluded SEC investigation described above. The complaint does not quantify the damages sought.

In the putative class action lawsuit, the Court has appointed a lead plaintiff, which filed an Amended Complaint that, among other things, added the Company’s former chief financial officer as a defendant. As in the original complaint, the allegations in the Amended Complaint relate to the subject matter of the concluded SEC investigation described above. The Company has filed a motion to dismiss the Amended Complaint in its entirety, and that motion is pending with the Court. The Company believes the putative class action is without merit and that the Company has good defenses to it. The Company intends to defend itself vigorously against the action.
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NOTE 19EMPLOYEE BENEFIT PLANS
 

NOTE 15EMPLOYEE BENEFIT PLANS

Defined Contribution and Deferred Compensation Plans

The Company has a 401(k)401(k) retirement investment plan (“401(k)(“401(k) Plan”), which is open to all otherwise eligible U.S. employees with at least six months of service. The 401(k)401(k) Plan calls for Company matching contributions on a sliding scale based on the level of the employee’s contribution. The Company may, at its discretion, make additional contributions to the 401(k)401(k) Plan based on the attainment of certain performance targets by its subsidiaries. The Company’s matching contributions are funded bi-monthly and totaled approximately $3.0$3.0 million, $3.1$1.6 million, and $2.9$3.3 million for the years 2017,2016,2021, 2020 and 2015,2019, respectively. No discretionary contributions were made in 2017,2016,2021, 2020 or 2015.

2019.

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Under the Company’sCompany’s nonqualified savings plans (“NSPs”), the Company provides eligible employees the opportunity to enter into agreements for the deferral of a specified percentage of their compensation, as defined in the NSPs. The NSPs call for Company matching contributions on a sliding scale based on the level of the employee’s contribution. The obligations of the Company under such agreements to pay the deferred compensation in the future in accordance with the terms of the NSPs are unsecured general obligations of the Company. Participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The Company has established a rabbi trust to hold, invest and reinvest deferrals and contributions under the NSPs. If a change in control of the Company occurs, as defined in the NSPs, the Company will contribute an amount to the rabbi trust sufficient to pay the obligation owed to each participant. DeferredThe deferred compensation liability in connection with the NSPs totaled $31.9$34.2 million and $33.1 million at December 31, 2017. January 2, 2022 and January 3, 2021, respectively. The Company invests the deferrals in insurance instruments with readily determinable cash surrender values.values and in exchange traded mutual funds beginning in fiscal 2021. The value of the insurance instruments was $28.0$20.0 million and $33.9 million as of January 2, 2022 and January 3, 2021, respectively. The fair value of the mutual fund investments at January 2, 2022 was $15.6 million.


In 2020, the Company temporarily suspended its 401(k) and NSP matching contributions described above. These employer matching contributions were resumed in 2021.

Multiemployer Plan

As discussed below, on December 31, 2017.

2019, a plan amendment was executed to eliminate future service accruals in our defined benefit pension plan in the Netherlands (the “Dutch Plan”), which resulted in a curtailment of the plan. The Dutch Plan remains in existence and continues to pay vested benefits. Active participants no longer accrue benefits after December 31, 2019, and instead participate in the Industry-Wide Pension Fund (the “IWPF”) multi-employer plan beginning in fiscal year 2020. During 2021 and 2020, the Company recorded multi-employer pension expense related to multi-employer contributions of $2.6 million and $2.5 million, respectively. The Company’s contributions into the IWPF are less than 5% of total plan contributions. The IWPF is more than 95% funded at the end of 2020, which is the latest date plan information is available. The IWPF multi-employer plan is not considered to be significant based on the funded status of the plan and our contributions.


Foreign Defined Benefit Plans

The Company has trusteed defined benefit retirement plans which cover many of its European employees. The benefits under these defined benefit retirement plans are generally based on years of service and the employee’semployee’s average monthly compensation. In connection with the nora acquisition in 2018, the Company acquired an additional defined benefit plan, which covers certain employees in Germany (the “nora Plan”). The nora plan has no plan assets. The Company uses a year-end measurement date for the plans, which is the closest practical date to the Company’s fiscal year end.


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As described above, on December 31, 2019, a plan amendment was executed to eliminate future service accruals in the Dutch defined benefit plan. The Dutch Plan remains in existence and continues to pay vested benefits. The reduction in future benefit accruals resulted in a curtailment of the Dutch Plan. Participants in the Dutch Plan no longer accrue benefits under the plan after December 31, 2019 and participate in the IWPF beginning in fiscal year 2020. Although the Dutch Plan is frozen to new participants, vested benefits prior to the curtailment will continue to be accounted for in accordance with applicable accounting standards for defined benefit plans. The Dutch Plan is financed by assets held in an insurance contract. The guarantee provision included in the insurance contract, that existed to fund any shortfall between the fair value of plan investments and the benefit obligation, expired on December 31, 2019. The Company will fund the cost to guarantee vested benefits and this amount is recorded as an obligation on the Company’s consolidated balance sheet.

The curtailment of the Dutch Plan resulted in a decrease to the projected benefit obligation with an offsetting actuarial gain recognized in accumulated other comprehensive loss of approximately $2.4 million in fiscal year 2019. The accumulated net actuarial loss for the Dutch Plan, after the impact of the curtailment, was $16.7 million at December 29, 2019. This amount will be reclassified out of accumulated other comprehensive loss and increase pension expense over the life expectancy of vested participants when the actuarial loss exceeds the 10% corridor. The curtailment also resulted in a $0.5 million reclassification of prior service cost from accumulated other comprehensive loss, which was recognized as a reduction of pension expense in fiscal year 2019.

As discussed above, the Company still has an obligation to pay vested benefits in the frozen Dutch Plan. As of January 2, 2022, the under-funded status of the Dutch Plan of $4.5 million is recorded on the consolidated balance sheet in other long-term liabilities.

Pension expense for our three European defined benefit plans was $1.9$2.5 million, $1.2$2.5 million, and $2.1$2.3 million for the years 2017, 20162021, 2020 and 2015,2019, respectively. Plan assets are primarily invested in insurance contracts and equity and fixed income securities. The Company uses a year-end measurement date for the plans.  As of December 31, 2017,January 2, 2022, for the European plans, the Company had a net liability recorded of $13.4$38.8 million, an amount equal to their underfunded status, and hashad recorded in Other Comprehensive Incomeaccumulated other comprehensive loss an amount equal to $48.0$45.2 million (net of taxes of approximately $15$15.4 million) related to the future amounts to be recorded in net post-retirementperiodic benefit costs.

In the next fiscal year, approximately $1.4 million will be reclassified from accumulated other comprehensive loss into net periodic benefit cost.


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The tables presented below set forth the funded status of the Company’sCompany’s significant foreign defined benefit plans and required disclosures in accordance with applicable accounting standards

standards:
  

FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Change in benefit obligation

        

Benefit obligation, beginning of year

 $277,813  $243,717 

Service cost

  1,628   1,032 

Interest cost

  5,559   6,580 

Benefits and expenses paid

  (10,267)  (8,551)

Actuarial loss (gain)

  13,351   73,600 

Member contributions

  262   225 

Currency translation adjustment

  32,202   (38,790)
         

Benefit obligation, end of year

 $320,548  $277,813 

 Fiscal Year
 20212020
 (in thousands)
Change in benefit obligation:  
Benefit obligation, beginning of year$364,443 $314,841 
Service cost1,087 1,070 
Interest cost2,687 4,038 
Benefits and expenses paid(11,339)(12,041)
Actuarial loss (gain)(19,723)31,618 
Currency translation adjustment(12,747)24,917 
Benefit obligation, end of year$324,408 $364,443 
 
Change in plan assets:  
Plan assets, beginning of year$303,531 $266,450 
Actual return on assets(2,817)25,239 
Company contributions5,393 4,451 
Benefits paid(11,339)(12,041)
Currency translation adjustment(9,168)19,432 
Plan assets, end of year$285,600 $303,531 
 
Funded status$(38,808)$(60,912)
 
Amounts recognized in consolidated balance sheets:
   Other assets$10,975 $— 
   Current liabilities(1,049)(1,089)
   Other long-term liabilities, net of current portion(48,734)(59,823)
Under funded status at end of fiscal year$(38,808)$(60,912)
Amounts recognized in accumulated other comprehensive loss, after tax:  
Unrecognized actuarial loss$45,209 $58,257 
Unamortized prior service credits— — 
Total amount recognized$45,209 $58,257 
 
Accumulated benefit obligation$324,408 $364,443 
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FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Change in plan assets

        

Plan assets, beginning of year

 $258,365  $239,281 

Actual return on assets

  25,691   59,364 

Company contributions

  2,812   4,991 

Benefits paid

  (10,267)  (8,552)

Currency translation adjustment

  30,565   (36,719)
         

Plan assets, end of year

 $307,166  $258,365 
         

Reconciliation to balance sheet

        

Funded status benefit asset/(liability)

 $(13,382) $(19,448)
         
Net amount recognized $(13,382) $(19,448)
         

Amounts recognized in accumulated other comprehensive income (after tax)

        

Unrecognized actuarial loss

 $48,443  $49,547 

Unamortized prior service costs

  (471)  (311)

Total amount recognized

 $47,972  $49,236 
         
         

Accumulated Benefit Obligation

 $313,257  $274,414 

The above disclosure represents the aggregation of information related to the Company’s twoCompany’s 3 defined benefit plans which cover many of its European employees. As of December 31, 2017, and January 1, 2017, 2, 2022, one of these plans, which primarily covers certain employees in the United Kingdom (the “UK Plan”), had an accumulated benefit obligation in excess of the plan assets. The other plan, which covers certain employees in the Netherlands (the “Dutch Plan”), had assets in excess of the accumulated benefit obligation. The accumulated benefit obligation of the Dutch Plan exceeded plan assets as of January 2, 2022. The nora Plan is an unfunded defined benefit plan and the accumulated benefit obligation exceeded plan assets as of January 2, 2022. The following table summarizes this information as of December 31, 2017 January 2, 2022 and January 1, 2017.

3, 2021.
  

END OF FISCAL YEAR

 
  

2017

  

2016

 

 

 

(in thousands)

 
UK Plan        

Projected Benefit Obligation

 $190,992  $171,172 

Accumulated Benefit Obligation

  190,992   171,172 

Plan Assets

  179,322   153,132 
         
         

Dutch Plan

        

Projected Benefit Obligation

 $129,554  $106,641 

Accumulated Benefit Obligation

  122,265   103,242 

Plan Assets

  127,844   105,233 

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

Components of net periodic benefit cost

            

Service cost

 $1,628  $1,032  $1,061 

Interest cost

  5,559   6,580   8,384 

Expected return on plan assets

  (6,496)  (7,553)  (8,764)

Amortization of prior service cost

  (34)  33   33 

Recognized net actuarial (gains)/losses

  1,287   1076   1,359 
             

Net periodic benefit cost

 $1,944  $1,168  $2,073 

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The Company reconciles

 End of Fiscal Year
 20212020
 (in thousands)
UK Plan  
Projected benefit obligation$181,997 $198,215 
Accumulated benefit obligation181,997 198,215 
Plan assets192,971 193,991 
 
Dutch Plan
  
Projected benefit obligation$97,108 $116,379 
Accumulated benefit obligation97,108 116,379 
Plan assets92,629 109,540 
 
nora Plan  
Projected benefit obligation$45,303 $49,849 
Accumulated benefit obligation45,303 49,849 
Plan assets— — 
 Fiscal Year
 202120202019
 (in thousands)
Components of net periodic benefit cost:   
Service cost$1,087 $1,070 $1,589 
Interest cost2,687 4,038 5,676 
Expected return on plan assets(3,312)(4,256)(5,561)
Amortization of prior service cost114 106 63 
Amortization of net actuarial (gains) losses1,968 1,549 991 
Curtailment gain— — (453)
Net periodic benefit cost$2,544 $2,507 $2,305 

In accordance with applicable accounting standards, the service cost component of net periodic benefit costs is presented within operating income in the consolidated statements of operations, while all other components of net periodic pensionbenefit costs are presented within other expense by comparing the beginning balance of assets and the beginning projected obligation against the assumptions of asset return and interest costs. Any significant differences will be explained. There were no such differences in 2017.

For 2018, it is estimated that approximately $1.2 million of expenses related to the amortization of unrecognized items will be included in the net periodic benefit cost. consolidated statements of operations.


During 2017,2021, other comprehensive incomeloss was impacted by a net gain of approximately $7.0$11.8 million (net of $3.9 million of tax), comprised of actuarial gain of approximately $5.8$10.3 million (net of $3.4 million of tax) and amortization of $1.2 million. This decrease was offset by the strengtheningloss of the euro and British Pound against the dollar during 2017.

$1.5 million (net of $0.5 million of tax). 

FISCAL YEAR

2017

2016

2015

Weighted average assumptions used to determine net periodic benefit cost

Discount rate

2.0%2.7%3.0%

Expected return on plan assets

2.3%3.1%4.0%

Rate of compensation

1.75%2.0%2.0%

Weighted average assumptions used to determine benefit obligations

Discount rate

2.2%2.3%3.4%

Rate of compensation

1.75%2.0%2.0%

 Fiscal Year
 202120202019
Weighted average assumptions used to determine net periodic benefit cost:   
Discount rate0.9 %1.0 %1.9 %
Expected return on plan assets1.5 %1.2 %2.1 %
Rate of compensation— %— %1.75 %
Weighted average assumptions used to determine benefit obligations:   
Discount rate1.6 %1.0 %1.7 %
Rate of compensation— %— %1.75 %
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The expected long-term rate of return on plan assets assumption is based on weighted average expected returns for each asset class. Expected returns reflect a combination of historical performance analysis and the forward-looking views of the financial markets, and include input from actuaries, investment service firms and investment managers.

The investment objectives of the foreign defined benefit plans are to maximize the return on the investments without exceeding the limits of the prudent pension fund investment, to ensure that the assets would beare sufficient to exceed minimum funding requirements, and to achieve a favorable return against the performance expectationexpectations based on historichistorical and projected rates of return over the short term. The goal is to optimize the long-term return on plan assets at a moderate level of risk, by balancing higher-returning assets, such as equity securities, with less volatile assets, such as fixed income securities. The assets are managed by professional investment firms and performance is evaluated periodically against specific benchmarks. The plansplans’ net assets did not include the Company’s own stock at December 31, 2017 January 2, 2022 or January 1, 2017.

3, 2021.


Dutch Plan Assets and IndexationBenefit

As is common in Dutch pension plans, the Dutch Plan includes a provision for discretionary benefit increases termed “indexation.” The indexation benefit is meant to adjust pension benefits for cost-of-living increases, similar to U.S. consumer price index-based cost-of-living adjustments for U.S. retirement plans. The indexation benefit is not guaranteed, and is only provided for and paid out if sufficient assets are available due to favorable asset returns.

Both the vested benefit amounts as well as amounts related to the discretionary indexation benefits under the Dutch Plan are paid pursuant to an insurance contract with a private insurer (the “Contract”). The Dutch Plan itself is financed by investment assets held within the Contract. ThePrior to December 31, 2019, the Contract guaranteesguaranteed payment of vested amounts,benefits, regardless of whether Dutch Plan assets held through the Contract arewere ultimately sufficient to pay vested amounts, and also providesprovided for payment of the indexation amount on a contingent basis if the actual return on Dutch Plan assets iswere sufficient to pay it. This type of insurance arrangement is common in The Netherlands, although not necessarily common in other jurisdictions.

Because After the prior actual and future projected returns on Dutch Plan curtailment on December 31, 2019, as discussed above, any shortfall in plan assets have been determined to pay vested benefits will be sufficient to provide for the indexation benefit, the Company and the insurer agreed that it was appropriate to provide the indexation benefit under the Contract. The indexation benefit thus becomes an amount payablefunded by the insurer under the Contract, and consequently is recorded as a Plan asset.Company. The corresponding obligation to pay the indexation amount to pensioners thus became a pension liability. As of December 31, 2017, and January 1, 2017, this indexation liability and corresponding asset was $32.7 million and $32.2 million, respectively. The inclusion of this amount does not have any impact on the funded status of the plan, as both the indexation asset and liability are recorded at the same amount. This indexation asset, along with the remainder of the assets under the Dutch Plan, including any indexation benefit, are identified as Level Threelevel 3 assets under the fair value hierarchy.

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Under the express terms of the Contract, contract value is the greater of (i) the value of the discounted vested benefits of the Dutch Plan (i.e., the benefit amount guaranteed by the insurance company), and (ii) the fair value of the underlying investment assets held by the insurance company under the Contract. As between those two values, the former was the greater for 20172021 and 20162020 and this represents the plan assets as shown above for the Dutch Plan. However, asBecause the Company will fund the cost to guarantee vested benefits, the Company has recorded a provision, which reduces the Dutch Plan assets, that consists of the net present value of the expected future guarantee payments due to the insurance company pursuant to the Company’s guarantee.


As explained above, the Contract also will pay the indexation benefit if sufficient assets are available, which the Company believes not to be probable as of the end of 2021 based on recent returns. Therefore, in addition to the value of the discounted vested benefits of the Dutch Plan, in determining the fair value of the Contract, the Company believed that it was appropriate to include the value of theThe indexation payments that are being added to the vested benefit amounts. As explained above, these indexation benefits will be paid out of the Contract if asset returns continue to exceed expectations. If the asset returns are not of an expected amount to allow for indexation, the Company can, at any time, remove this indexation benefit.

2021 and 2020 is not significant.

The Company’sCompany’s actual weighted average asset allocations for 20172021 and 2016,2020, and the targeted asset allocation for 2018,2022, of the foreign defined benefit plans by asset category, are as follows:

  

FISCAL YEAR

 
  

2018

  

2017

  

2016

 
  

Target Allocation

  

Percentage of Plan Assets at Year End

 

Asset Category:

             

Equity Securities

  15%-20%   16%  15%

Debt and Debt Securities

  35%-45%   32%  36%

Other

  40%-50%   52%  49%
              
   100%    100%  100%

Fair Value Measurements of Plan Assets

Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure estimated fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under applicable accounting standards are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2

Inputs to the valuation methodology include:

quoted prices for similar assets in active markets;

quoted prices for identical or similar assets in inactive markets;

inputs other than quoted prices that are observable for the asset; and

inputs that are derived principally or corroborated by observable data by correlation or other means.

Level 3

Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

 Fiscal Year
 202220212020
Asset CategoryTarget AllocationPercentage of Plan Assets at Year End
Equity securities—%3%—%3%
Debt and debt securities50%60%63%60%
Short-term investments1%2%4%—%
Other investments35%40%33%37%
 100%100%100%


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The following table sets forth by level within the fair value hierarchy the foreign defined benefit plans’ assets at fair value, as of December 31, 2017 January 2, 2022 and January 1, 2017. 3, 2021. The nora plan is currently unfunded. As required by accounting standards, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As noted above, the Dutch pension planPlan assets as represented by the insurance contactcontract are classified as a Level level 3 asset and included in the “Other” asset category.

  

 

Pension Plan Assets by Category as of December 31, 2017

 
  

Dutch Plan

  

UK Plan

  

Total

 
      

(in thousands)

     

Level 1

 $0  $87,521  $87,521 

Level 2

  0   68,668   68,668 

Level 3

  127,844   23,133   150,977 

Total

 $127,844  $179,322  $307,166 

 

Pension Plan Assets by Category as of January 1, 2017

  Pension Plan Assets by Category as of January 2, 2022
 

Dutch Plan

  

UK Plan

  

Total

  Dutch PlanUK PlanTotal
     

(in thousands)

      (in thousands)

Level 1

 $0  $80,048  $80,048 Level 1$— $57,338 $57,338 

Level 2

  0   50,364   50,364 Level 2— 107,136 107,136 

Level 3

  105,233   22,720   127,953 Level 392,629 28,497 121,126 

Total

 $105,233  $153,132  $258,365 Total$92,629 $192,971 $285,600 

 Pension Plan Assets by Category as of January 3, 2021
 Dutch PlanUK PlanTotal
 (in thousands)
Level 1$— $70,904 $70,904 
Level 2— 95,004 95,004 
Level 3109,540 28,083 137,623 
Total$109,540 $193,991 $303,531 

The tables below detail the foreign defined benefit plansplans’ assets by asset allocation and fair value hierarchy:

  

2017

 
  

Level 1

  

Level 2

  

Level 3

 
      

(in thousands)

     

Asset Class

            

Equity Securities

 $48,285  $0  $0 

Debt and Debt Securities

  36,780   41,381   19,883 

Other (including cash)

  2,456   27,287   131,094 
  $87,521  $68,668  $150,977 

  

2016

 
  

Level 1

  

Level 2

  

Level 3

 
      

(in thousands)

     

Asset Class

            

Equity Securities

 $37,696  $0  $0 

Debt and Debt Securities

  37,175   36,378   19,224 

Other (including cash)

  5,177   13,986   108,729 
  $80,048  $50,364  $127,953 
 End of Fiscal Year 2021
Asset CategoryLevel 1Level 2Level 3
 (in thousands) 
Equity securities$— $— $— 
Debt and debt securities45,516 107,136 27,176 
Short-term investments (1)
11,822 — — 
Other investments (2)
— — 93,950 
 $57,338 $107,136 $121,126 

 End of Fiscal Year 2020
Asset CategoryLevel 1Level 2Level 3
 (in thousands)
Equity securities$9,113 $— $— 
Debt and debt securities60,699 95,004 25,927 
Short-term investments (1)
1,092 — — 
Other investments (2)
— — 111,696 
 $70,904 $95,004 $137,623 
(1) Short-term investments are generally invested in interest-bearing accounts.
(2) Other investments are comprised of insurance contracts.
Assets identified as level 2 above pertain to corporate bonds and other debt securities. The fair values of these assets are calculated based on quoted market prices for similar assets.


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With the exception of the Dutch Plan assets as discussed above, the assets identified as level 3 above in 20172021 and 20162020 relate to insured annuities and direct lending assets held by the UK Plan. The fair value of these assets was calculated using the present value of the future cash flows due under the insurance annuities, and for the direct lending assets the value is based on the asset value from the latest available valuation with adjustments for any drawdowns and distribution payments made between the valuation date and the reporting date. The range of discount rates used in the fair value calculation of level 3 assets held by the Dutch Plan and the UK Plan were 1.00% to 1.85% for 2021 and 0.50% to 1.30% for 2020. The weighted average discount rates were 1.01% and 0.52% for 2021 and 2020, respectively. These amounts are weighted based on the fair value of level 3 plan assets subject to fluctuations in the discount rate. Any changes in these variables will impact the fair value of level 3 assets.

The table below indicates the change in value related to these level 3 assets during 2017:

2021 and 2020:
  

2017

 
  

(in thousands)

 

Balance of level 3 assets, beginning of year

 $127,953 

Interest cost

  2,633 

Benefits paid

  (3,728)

Assets transferred in to (out of) Level 3

  (2,089)

Actuarial gain (loss)

  8,753 

Translation adjustment

  17,455 

Ending Balance of level 3 assets

 $150,977 

Fiscal Year
 20212020
 (in thousands)
Balance of level 3 assets, beginning of year$137,623 $115,252 
Actual return on plan assets (1)
(10,189)6,767 
Purchases, sales and settlements, net440 437 
Assets transferred into level 3732 3,934 
Translation adjustment(7,480)11,233 
Balance of level 3 assets, end of year$121,126 $137,623 

(1) Includes $(6.6) million and $10.1 million for 2021 and 2020, respectively, of unrealized (losses) and gains recognized during the period in other comprehensive income (loss) for assets held at year end.
During 2018,2022, the Company expects to contribute $3.3$4.1 million to the plans. It is anticipated that future benefit payments for the foreign defined benefit plans will be as follows:

FISCAL YEAR

  

EXPECTED PAYMENTS

 
     

(in thousands)

 
        

2018

    $9,115 

2019

     9,334 

2020

     9,650 

2021

     10,011 

2022

     10,257 
2023-2027   54,661 

Fiscal YearExpected Payments
 (in thousands)
2022$10,880 
202311,090 
202411,321 
202511,485 
202611,632 
2027-203160,632 

Domestic Defined Benefit Plan

The Company maintains a domestic nonqualifiednon-qualified salary continuation plan (“SCP”), which is designed to induce selected officers of the Company to remain in the employ of the Company by providing them with retirement, disability and death benefits in addition to those which they may receive under the Company’s other retirement plans and benefit programs. The SCP entitles participants to: (i) retirement benefits upon normal retirement at age 65 (or early retirement as early as age 55)55) after completing at least 15 years of service with the Company (unless otherwise provided in the SCP), payable for the remainder of their lives (or, if elected by a participant, a reduced benefit is payable for the remainder of the participant’s life and any surviving spouse’s life) and in no event less than 10 years under the death benefit feature; (ii) disability benefits payable for the period of any total disability; and (iii) death benefits payable to the designated beneficiary of the participant for a period of up to 10 years. Benefits are determined according to one of three formulas contained in the SCP, and the SCP is administered by the Compensation Committee of the Company’s Board of Directors, which has full discretion in choosing participants and the benefit formula applicable to each. The Company’s obligations under the SCP are currently unfunded (although the Company uses insurance instruments to hedge its exposure thereunder). The Company is required to contribute the present value of its obligations thereunder to an irrevocable grantor trust in the event of a change in control as defined in the SCP. The Company uses a year-end measurement date for the domestic SCP.

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The tables presented below set forth the required disclosures in accordance with applicable accounting standards, and amounts recognized in the consolidated financial statements related to the domestic SCP. There is no service cost component of the change in benefit obligation in 20172021 and 2020 as there are no longer any active participants accruing benefits in the plan.

  

FISCAL YEAR

 
  

2017

  

2016

 
  

(in thousands)

 

Change in benefit obligation

        

Benefit obligation, beginning of year

 $29,700  $25,860 

Service cost

  0   440 

Interest cost

  1,256   1,269 

Benefits paid

  (1,943)  (1,012)

Actuarial loss (gain)

  2,906   3,143 
         

Benefit obligation, end of year

 $31,919  $29,700 

 Fiscal Year
 20212020
 (in thousands)
Change in benefit obligation:  
Benefit obligation, beginning of year$33,834 $31,740 
Interest cost706 938 
Benefits paid(1,965)(2,030)
Actuarial loss (gain)(2,522)3,186 
Benefit obligation, end of year$30,053 $33,834 
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The amounts recognized in the consolidated balance sheets are as follows:

  

2017

  

2016

 
  

(in thousands)

 

Current liabilities

 $2,030  $1,890 

Non-current liabilities

  29,889   27,810 
Total benefit obligation $31,919  $29,700 

End of Fiscal Year
 20212020
 (in thousands)
Current liabilities$1,873 $2,030 
Non-current liabilities28,180 31,804 
Total benefit obligation$30,053 $33,834 
The components of the amounts in accumulated other comprehensive income,loss, after tax, are as follows:

  

2017

  

2016

 
  

(in thousands)

 

Unrecognized actuarial loss

  8,582  $5,626 

Fiscal Year
 20212020
 (in thousands)
Unrecognized actuarial loss$8,679 $11,031 
The accumulated benefit obligation related to the SCP was $31.9$30.1 million and $29.7$33.8 million as of December 31, 2017 January 2, 2022 and January 1, 2017, 3, 2021, respectively. The SCP is currently unfunded; as such, the benefit obligations disclosed are also the benefit obligations in excess of the plan assets. The Company uses insurance instruments to help limit its exposure under the SCP.

  

2017

  

2016

  

2015

 
  

(in thousands, except for assumptions)

 

Assumptions used to determine net periodic benefit cost

            

Discount rate

  3.85%  4.25%  4.0%

Rate of compensation

  -   4.0%  4.0%
             

Assumptions used to determine benefit obligations

            

Discount rate

  3.5%  3.85%  4.25%

Rate of compensation

  -   4.0%  4.0%
             

Components of net periodic benefit cost

            

Service cost

 $0  $440  $594 

Interest cost

  1,256   1,269   1,113 

Amortizations

  364   811   522 
             

Net periodic benefit cost

 $1,620  $2,520  $2,229 

Fiscal Year
 202120202019
 (in thousands, except for assumptions)
Assumptions used to determine net periodic benefit cost:   
Discount rate2.15 %3.05 %4.10 %
 
Assumptions used to determine benefit obligations:   
Discount rate2.65 %2.15 %3.05 %
 
Components of net periodic benefit cost:   
Interest cost$706 $938 $1,154 
Amortizations743 558 375 
Net periodic benefit cost$1,449 $1,496 $1,529 
The changes in other comprehensive incomeloss during 20172021 related to the SCP as a result of plan activity and valuation werewas a net gain of approximately $1.7$2.3 million after tax,(net of $1.0 million of tax), primarily comprised of a net lossgain during the period of $2.0$1.8 million (net of $0.8 million of tax) and amortization of loss of $0.3 million. In addition to these items, as a result$0.5 million (net of the recently enacted U.S. Tax Cuts and Jobs Act changes, the Company increased its minimum pension liability which resides in accumulated other comprehensive income by $1.3 million to record the liability net of the new lower U.S. federal tax rate.

For 2018, the Company estimates that approximately $0.5$0.2 million of expenses related to the amortization of unrecognized items will be included in net periodic benefit cost for the SCP.

tax).
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During 2017,2021, the Company contributed $1.9$2.0 million in the form of direct benefit payments for its domestic SCP. It is anticipated that future benefit payments for the SCP will be as follows:

FISCAL YEAR

  

EXPECTED PAYMENTS

 
     

(in thousands)

 

2018

    $2,030 

2019

     2,030 

2020

     2,030 

2021

     2,030 

2022

     2,030 
2023-2027   9,990 

 

Fiscal YearExpected Payments
 (in thousands)
2022$1,873 
20231,873 
20241,873 
20251,873 
20261,873 
2027-20318,886 


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NOTE 1620ENTERPRISE-WIDE DISCLOSURES

Based on applicableSEGMENT INFORMATION

The Company determines that an operating segment exists if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has operating results that are regularly reviewed by the chief operating decision maker (“CODM”) and (iii) has discrete financial information. Additionally, accounting standards require the utilization of a “management approach” to report the financial results of operating segments, which is based on information used by the CODM to assess performance and make operating and resource allocation decisions. In the first quarter of 2021, the Company largely completed its integration of the nora acquisition, and integration of its European and Asia-Pacific commercial areas, and determined that it has 2 operating segments organized by geographical area – namely (a) Americas (“AMS”) and (b) Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment is unchanged from prior year and continues to include the United States, Canada and Latin America geographic areas.

Pursuant to the management approach discussed above, the Company’s CODM, our chief executive officer, evaluates performance at the AMS and EAAA operating segment levels and makes operating and resource allocation decisions based on segment adjusted operating income or loss (“AOI”), which includes allocations of corporate selling, general and administrative expenses. AOI excludes nora purchase accounting amortization, goodwill and intangible asset impairment charges, changes in equity award forfeiture accounting, restructuring charges, asset impairment, severance and other charges, and an SEC settlement fine. Intersegment revenues for 2021, 2020 and 2019 were $78.1 million, $71.5 million and $71.3 million, respectively. Intersegment revenues are eliminated from net sales presented below since these amounts are not included in the information provided to the CODM.

The Company has determined that it has three operating2 reportable segments namely, the Americas, EuropeAMS 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.

While the Company operatesEAAA as one reporting segment for the reasons discussed, included below is selected information on our operating segments.

Summary information by each operating segment follows:

meets the quantitative thresholds defined in the accounting guidance.
  

AMERICAS

  

 

EUROPE

  

ASIA-

PACIFIC

  

TOTAL

 
  

(in thousands)

 

2017

                

Net Sales

 $588,052  $246,399  $161,992  $996,443 

Depreciation and amortization

  13,548   6,049   8,662   28,259 

Total assets

  272,883   253,519   193,555   719,957 
                 

2016

                

Net Sales

 $568,138  $241,463  $149,016  $958,617 

Depreciation and amortization

  14,639   5,698   8,729   29,066 

Total assets

  237,900   261,182   238,317   737,399 
                 

2015

                

Net Sales

 $593,163  $262,671  $146,029  $1,001,863 

Depreciation and amortization

  15,390   5,007   9,167   29,564 

Segment information below for fiscal years 2020 and 2019 have been restated to reflect our new reportable segment structure.

Fiscal Year
202120202019
(in thousands)
Net Sales
AMS$651,216 $593,418 $757,112 
EAAA549,182 509,844 585,917 
Total net sales$1,200,398 $1,103,262 $1,343,029 
 
Segment AOI
AMS$85,014 $89,097 $120,921 
EAAA37,268 21,403 28,832 
Depreciation and Amortization
AMS$17,963 $17,164 $15,884 
EAAA28,382 28,756 29,048 
Total depreciation and amortization$46,345 $45,920 $44,932 


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A reconciliation of the Company’sCompany’s total operating segment depreciation and amortization, and assets to the corresponding consolidated amounts follows:

  

FISCAL YEAR ENDED

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

DEPRECIATION AND AMORTIZATION

            

Total segment depreciation and amortization

 $28,259  $29,066  $29,564 

Corporate depreciation and amortization

  2,002   1,566   1,239 
             

Reported depreciation and amortization

 $30,261  $30,632  $30,803 
             
             

ASSETS

            

Total segment assets

 $719,957  $737,399     

Corporate assets and eliminations

  80,643   98,040     
             

Reported total assets

 $800,600  $835,439     

End of Fiscal Year
20212020
(in thousands)
Assets
AMS$652,423 $800,068 
EAAA691,844 682,295 
Total segment assets1,344,267 1,482,363 
Corporate assets146,204 111,073 
Eliminations(160,414)(287,425)
Total reported assets$1,330,057 $1,306,011 

Total assets in the table above include operating lease right-of-use assets for fiscal years 2021 and 2020. Below is a summary of the operating lease right-of-use assets by reportable segment and a reconciliation to the consolidated amounts:

End of Fiscal Year
Operating Lease Right-of-Use Assets20212020
(in thousands)
AMS$12,662 $11,945 
EAAA67,741 74,265 
Total segment operating lease right-of-use assets80,403 86,210 
Corporate operating lease right-of-use assets10,158 11,803 
Total operating lease right-of-use assets$90,561 $98,013 

Reconciliations of operating income (loss) to income (loss) before income tax expense and segment AOI are presented as follows:

Fiscal Year
202120202019
(in thousands)
AMS operating income$81,445 $73,234 $118,332 
EAAA operating income (loss)23,352 (112,521)12,571 
Consolidated operating income (loss)104,797 (39,287)130,903 
Interest expense29,681 29,244 25,656 
Other expense2,483 10,889 3,431 
Income (loss) before income tax expense$72,633 $(79,420)$101,816 

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Fiscal Year
202120202019
AMSEAAAAMSEAAAAMSEAAA
(in thousands)
Operating income (loss)$81,445 $23,352 $73,234 $(112,521)$118,332 $12,571 
Purchase accounting amortization— 5,636 — 5,457 — 5,903 
Goodwill and intangible asset impairment— — 2,695 118,563 — — 
Impact of change in equity award forfeiture accounting— — 757 650 — — 
Restructuring, asset impairment, severance and other charges3,569 8,280 9,722 6,943 2,589 10,358 
SEC fine— — 2,689 2,311 — — 
AOI$85,014 $37,268 $89,097 $21,403 $120,921 $28,832 

The Company has a large and diverse customer base, which includes numerous customers located in foreign countries. No single unaffiliated customer accounted for more than 10% of total sales in any year during the past three years. Sales to customers in foreign markets in 2017,20162021, 2020 and 20152019 were approximately 48%50%,48% 51% and 48%49%, respectively, of total net sales. These sales were primarily to customers in Europe, Canada, Asia, Australia and Latin America. With the exception ofOther than the United States in 2021, 2020 and 2019, and Germany in 2020, noone country represented more than 10% of the Company’s net sales.sales during the past three years. Revenue and long-lived assets related to operations in the United States and other countries are as follows:

  

FISCAL YEAR

 
  

2017

  

2016

  

2015

 
  

(in thousands)

 

SALES TO UNAFFILIATED CUSTOMERS(1)

            

United States

 $514,783  $501,206  $520,375 

United Kingdom

  57,391   58,266   72,445 

Australia

  87,591   78,141   76,600 

Other foreign countries

  336,678   321,004   332,443 
             

Net sales

 $996,443  $958,617  $1,001,863 
             

LONG-LIVED ASSETS(2)

            

United States

 $76,557  $79,365     

United Kingdom

  7,902   8,122     

Netherlands

  55,132   43,907     

Australia

  45,067   44,209     

Thailand

  16,543   16,645     

China

  8,361   9,675     

Other foreign countries

  3,083   2,585     
             

Total long-lived assets

 $212,645  $204,508     

(1)

 Fiscal Year
Sales to Unaffiliated Customers(1)
202120202019
 (in thousands)
United States$596,844 $545,183 $681,868 
Germany115,712 115,402 117,418 
Other foreign countries487,842 442,677 543,743 
Total net sales$1,200,398 $1,103,262 $1,343,029 
 
End of Fiscal Year
Long-Lived Assets(2)
20212020
(in thousands)
United States$157,194 $163,983 
Germany71,114 79,294 
Netherlands47,476 51,190 
Other foreign countries54,017 64,569 
Total long-lived assets$329,801 $359,036 
(1) Revenue attributed to geographic areas is based on the location of the customer.

(2)

(2) Long-lived assets include tangible assets physically locatedattributed to geographic areas are based on the physical location of the asset. 2021 includes $1.6 million and $4.9 million of leased equipment, net of accumulated amortization, in the United States and foreign countries.

countries, respectively. 2020 includes $1.8 million and $4.3 million of leased equipment, net of accumulated amortization, in the United States and foreign countries, respectively.


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NOTE1721QUARTERLY DATA AND SHARE INFORMATION (UNAUDITED)

The following tables set forth, for the fiscal periods indicated, selected consolidated financial data and information regarding the market price per share of the Company’s Common Stock. The prices represent the reported high and low sale prices during the period presented.

  

FISCAL YEAR 2017

 
  

FIRST

QUARTER(1)

  

SECOND

QUARTER

  

THIRD

QUARTER

  

FOURTH

QUARTER(2)

 
  

(in thousands, except per share data)

 

Net sales

 $221,102  $251,700  $257,431  $266,210 

Gross profit

  87,802   97,897   98,544   101,778 

Net income

  8,547   20,938   19,439   4,322 
                 
                 

Basic income per share

 $0.13  $0.33  $0.32  $0.07 
                 
                 

Diluted income per share

 $0.13  $0.33  $0.32  $0.07 
                 

Share prices

                

High

 $19.93  $21.05  $22.60  $25.70 

Low

 $17.18  $18.15  $18.30  $21.21 

(1)

Results for the first quarter of 2017 include restructuring and asset impairment charges of $7.3 million.

(2)

Results for the fourth quarter of 2017 include tax charges of $15.2 million as a result of the recently enacted U.S. Tax Cuts and Jobs Act.

  

FISCAL YEAR 2016

 
  

FIRST

QUARTER

  

SECOND

QUARTER

  

THIRD

QUARTER

  

FOURTH

QUARTER(1)

 
  

(in thousands, except per share data)

 

Net sales

 $222,554  $248,207  $248,349  $239,507 

Gross profit

  86,632   99,126   92,918   89,968 

Net income

  12,894   20,657   15,904   4,707 
                 
                 

Basic income per share

 $0.20  $0.32  $0.25  $0.07 
                 
                 

Diluted income per share

 $0.20  $0.32  $0.25  $0.07 
                 

Share prices

                

High

 $18.99  $18.71  $18.45  $19.10 

Low

 $13.70  $14.56  $15.02  $14.59 

(1) Results for the fourth quarter of 2016 include restructuring and asset impairment charges of $19.8 million.

NOTE 18ITEMS RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME

During 2017, the Company did not reclassify any significant amountsLOSS

Amounts reclassified out of accumulated other comprehensive income. The only reclassifications that occurredloss (“AOCI”), before tax, to the consolidated statements of operations for the fiscal years 2021, 2020 and 2019, are reflected in that period were comprisedthe tables below:

Fiscal Year
Statement of Operations Location202120202019
(in thousands)
Foreign currency contracts lossCost of sales$— $— $(450)
Interest rate swap contracts gain (loss)(1)
Interest expense(4,861)(7,287)151 
Amortization of benefit plan net actuarial losses and prior service cost(2)
Other expense(2,825)(2,213)(976)
Total loss reclassified from AOCI$(7,686)$(9,500)$(1,275)

(1) Other comprehensive income (loss) includes tax of $1.6$1.4 million, $(2.5) million and $(1.6) million for 2021, 2020 and 2019, respectively, related to cash flow hedges.
(2) See Note 19 entitled “Employee Benefit Plans” for the tax effects in other comprehensive income (loss) related to the Company’s defined retirement benefit plans and salary continuation plan. These reclassifications were included in the selling, general and administrative expenses line item of the Company’s consolidated statement of operations.

plans.

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Report of Independent Registered Public Accounting Firm


Shareholders and Board of Directors

Interface, Inc. and Subsidiaries

Atlanta, Georgia


Opinion on the Consolidated Financial Statements


We have audited the accompanying consolidated balance sheets of Interface, Inc. and Subsidiaries (the Company”“Company”) as of December 31, 2017January 2, 2022 and January 1, 2017 and3, 2021, the related consolidated statements of operations, comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2017,January 2, 2022, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2017January 2, 2022 and January 1, 2017,3, 2021, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017January 2, 2022, in conformity with accounting principles generally accepted in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2017,January 2, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 1, 20182, 2022 expressed an unqualified opinion thereon.


Basis for Opinion


These consolidated financial statements are the responsibility of the Company’sCompany’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonablereasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.


Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP


Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

As described in Notes 1 and 12 to the consolidated financial statements, the Company’s consolidated goodwill balance was $147 million as of January 2, 2022. Goodwill is tested for impairment annually as of the measurement date or more frequently if events or changes in circumstances indicate the asset might be impaired. During the fourth quarter of fiscal 2021, the Company performed the annual impairment test for all reporting units, and no impairment was recognized as a result of the assessment. The goodwill impairment test consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to the reporting units. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. The Company estimates the fair value of its reporting units using a weighting of fair values derived from an income approach and a market approach.


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We identified the estimate of the fair value of the EMEA reporting unit during the goodwill impairment assessment as of the annual measurement date, as a critical audit matter. The principal considerations for our determination are: (i) this reporting unit had relatively lower excess fair value over carrying value and, therefore, the fair value estimates were sensitive to changes in the significant assumptions such as projected revenues, gross margins, earnings, terminal growth rate, and the discount rate included in the income approach, (ii) the determination of fair value under the market approach includes assumptions utilized by management for which changes to these assumptions can have a significant impact on the fair value of the reporting unit, and (iii) auditing management’s valuation methods and assumptions utilized in estimating the fair value of the EMEA reporting unit involved especially challenging and subjective auditor judgment due to the nature and extent of audit effort required to address this matter, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Testing the design and operating effectiveness of controls relating to management’s forecasting process, including controls over management’s review of the significant assumptions described above.
Evaluating the reasonableness of the significant assumptions described above used in management’s income approach analysis by comparing them to prior period forecasts, historical operating performance, the Company’s projected budget, peer company historical operating performance, publicly available industry analyst projections, and internal and external communications made by the Company.
Testing the reconciliation of the estimated fair value of the Company’s reporting units to the indicated market capitalization of the Company as a whole.
Utilizing personnel with specialized knowledge and skill of valuation techniques to assist in: (i) evaluating the methodologies used by management to determine the fair value of the EMEA reporting unit including the weighting of the income and market approaches (ii) testing the mathematical accuracy of the Company’s calculations, (iii) evaluating the reasonableness of assumptions used in the income approach including the discount rate and terminal growth rate, (iv) assessing the reasonableness of certain market data used in the market approach, and (v) evaluating the reasonableness of the market capitalization reconciliation.

We are uncertain as to the year we began serving consecutively as the auditor of the Company's financial statements; however, we are aware that we have been the Company's auditor consecutively since at least 1981.

/s/ BDO USA, LLP
Atlanta, Georgia

March 1, 2,018

2022

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Report of Independent Registered Public Accounting Firm


Shareholders and Board of Directors

Interface, Inc. and Subsidiaries

Atlanta, Georgia


Opinion on Internal Control over Financial Reporting


We have audited Interface, Inc. and Subsidiaries’s (the “Company’s”) internal control over financial reporting as of December 31, 2017,January 2, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,January 2, 2022, based on the COSO criteria.


We also have audited, inin accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017January 2, 2022 and January 1, 2017, and3, 2021, the related consolidated statements of operations, comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2017,January 2, 2022, and the related notes and schedule and our report dated March 1, 20182, 2022 expressed an unqualified opinion thereon.


Basis for Opinion


The Company’sCompany’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control over Financial Reporting


A company’scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

Atlanta, Georgia

March 1, 2018

2, 2022

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls andProcedures. As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and our principal 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, pursuant to Rule 13a-14(c) under the Act. Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

Changes in Internal Control over Financial Reporting.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.

Management’s

Management’s Annual Report on Internal Control over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017 January 2, 2022 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework (2013).” Based on that assessment, management concluded that, as of December 31, 2017,January 2, 2022, our internal control over financial reporting was effective based on those criteria.

Our independent auditors have issued an audit report on the effectiveness of our internal control over financial reporting. This report immediately precedes Item 9 of this Report.

ITEM 9B.

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION

None


ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained under the captions “Nomination and Election of Directors,” “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” and “Meetings and Committees of the Board of Directors”Board” in our definitive Proxy Statement for our 20182022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 20172021 fiscal year, is incorporated herein by reference. Pursuant to Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information relating to our executive officers is included in Item 1 of this Report.

We have adopted the “Interface Code of Business Conduct and Ethics” (the “Code”) which applies to all of our employees, officers and directors, including the Chief Executive Officer and Chief Financial Officer. The Code may be viewed on our website at www.interface.com. Changes to the Code will be posted on our website. Any waiver of the Code for executive officers or directors may be made only by our Board of Directors and will be disclosed to the extent required by law or Nasdaq rules on our website or in a filing on Form 8-K.





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ITEM 11.

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION

The information contained under the captions “Executive Compensation and Related Items,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation,” and “Potential Payments upon Termination or Change in Control” in our definitive Proxy Statement for our 20182022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 20172021 fiscal year, is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information contained under the captions “Principal Shareholders and Management Stock Ownership” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our 20182022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 20172021 fiscal year, is incorporated herein by reference.

For purposes of determining the aggregate market value of our voting and non-voting stock held by non-affiliates, shares held by our directors and executive officers have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be “affiliates” as that term is defined under federal securities laws.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information contained under the captions “Certain Relationships and Related Transactions” and “Director Independence” in our definitive Proxy Statement for our 20182022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 20172021 fiscal year, is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information contained under the captions “Audit and Non-Audit Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” in our definitive Proxy Statement for our 20182022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of our 20172021 fiscal year, is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


1. Financial Statements

The following Consolidated Financial Statementsconsolidated financial statements and Notesnotes thereto of Interface, Inc. and subsidiaries and related Reports of Independent Registered Public Accounting Firm are contained in Item 8 of this Report:

Consolidated Statements of Operations and Comprehensive Income (Loss) — fiscal years ended January 2, 2022, January 3, 2021 and December 31, 2017,29, 2019.
Consolidated Balance Sheets — January 1, 20172, 2022 and January 3, 2016.

Consolidated Balance Sheets — December 31, 2017 and January 1, 2017.

2021.

Consolidated Statements of Cash Flows — fiscal years ended December 31, 2017, January 1, 2017 and2, 2022, January 3, 2016.

2021, and December 29, 2019.

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(BDO USA, LLP, Atlanta, Georgia, PCAOB ID: 243)

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

2. Financial Statement Schedule

The following Consolidated Financial Statement Scheduleconsolidated financial statement schedule of Interface, Inc. and subsidiaries areis included as part of this Report (see the pages immediately preceding the signatures in this Report).

Schedule II — Valuation and Qualifying Accounts and Reserves

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3. Exhibits

The following exhibits are included as part offiled or furnished with this Report:

Exhibit

Number

Exhibit
Number
Description of Exhibit

3.1

3.2

4.1

4.2

10.1

4.3

10.1

Salary Continuation Plan, dated May 7, 1982 (included as Exhibit 10.20 to the Company’s registration statement on Form S-1, File No. 2-82188, previously filed with the Commission and incorporated herein by reference).*

10.2

10.3

Interface, Inc. Omnibus Stock Incentive Plan (as amended and restated effective February 18, 2015) (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on May 20, 2015, previously filed with the Commission and incorporated herein by reference); Form of Restricted Stock Agreement, as used for executive officers (included as Exhibit 10.5 to the Company’s annual report on Form 10-K for the year ended December 30, 2007, previously filed with the Commission and incorporated herein by reference); Form of Performance Share Agreement (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on January 20, 2016, previously filed with the Commission and incorporated herein by reference); Form of Restricted Stock Agreement, as used for executive officers (included as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference); Form of Performance Share Agreement for executive officers (included as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference); and Form of Restricted Stock Agreement, as used for directors (included as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on May 11, 2017, previously filed with the Commission and incorporated herein by reference); Form of 2018 Restricted Stock Agreement for executive officers (included as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on May 11, 2018, previously filed with the Commission and incorporated herein by reference); and Form of 2018 Performance Share Agreement for executive officers (included as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q filed on May 11, 2018, previously filed with the Commission and incorporated herein by reference).*

10.4

10.5
74

10.5

— 

10.6

Employment Agreement of Daniel T. Hendrix dated as of March 3, 2017 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on April 6, 2017, previously filed with the Commission and incorporated herein by reference).*

10.7

Amended and Restated Employment and Change in Control Agreement of Jay D. Gould dated as of March 3, 2017 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on April 14, 2017, previously filed with the Commission and incorporated herein by reference).*

10.8

Split Dollar Insurance Agreement, dated February 21, 1997, between the Company and Daniel T. Hendrix (included as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended October 4, 1998, previously filed with the Commission and incorporated herein by reference); and Amendment thereto, dated December 29, 2008 (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed on January 2, 2009, previously filed with the Commission and incorporated herein by reference).*

10.9

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10.10

10.7

10.11

10.8

10.12

10.9

Interface, Inc. Nonqualified Savings Plan II, as amended and restated effective January 1, 2009 (included as Exhibit 10.18 to the Company’s annual report on Form 10-K for the year ended December 30, 2012 (the “2012 10-K”), previously filed with the Commission and incorporated herein by reference); First Amendment thereto, dated February 26, 2009 (included as Exhibit 10.19 to the 2012 10-K, previously filed with the Commission and incorporated herein by reference); Second Amendment thereto, dated December 9, 2009 (included as Exhibit 10.20 to the 2012 10-K, previously filed with the Commission and incorporated herein by reference); Third Amendment thereto, dated April 15, 2010 (included as Exhibit 10.21 to the 2012 10-K, previously filed with the Commission and incorporated herein by reference); and Fourth Amendment thereto, dated August 9, 2012 (included as Exhibit 10.22 to the 2012 10-K, previously filed with the Commission and incorporated herein by reference); Sixth Amendment thereto, dated March 30, 2020 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on March 31, 2020, previously filed with the Commission and incorporated herein by reference); Seventh Amendment thereto (included as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on August 11, 2020, previously filed with the Commission and incorporated herein by reference); Eighth Amendment thereto, dated November 19, 2020 (included as Exhibit 10.1 to the Company’s current report on Form 8-K filed on November 24, 2020, previously filed with the Commission and incorporated herein by reference); and Ninth Amendmentthereto, dated as of December 31, 2020.*

10.13

10.10

10.11
10.12
10.13

10.14

10.15
10.16

10.15

10.17

21

10.18

10.19

10.20
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21

23

75

24

31.1

31.2

32.1

— 

32.2

— 

101.INS

— 

XBRL Instance Document

– The Instance Document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL 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.
104The cover page from this Annual Report on Form 10-K for the year ended January 2, 2022, formatted in Inline XBRL.

__________

*Management contract or compensatory plan or agreement required to be filed pursuant to Item 15(b) of this Report.


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ITEM 16. FORM 10-K SUMMARY

None.

76

 

INTERFACE,None.



INTERFACE, INC. AND SUBSIDIARIES

SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES

  

COLUMN A

BALANCE, AT

BEGINNING

OF YEAR

  

COLUMN B

CHARGED TO

COSTS AND EXPENSES (A)

  

COLUMN C

CHARGED TO

OTHER

ACCOUNTS

  

COLUMN D

 

DEDUCTIONS (DESCRIBE) (B)

  

COLUMN E

 

BALANCE, AT

END OF YEAR

 
  

(in thousands)

 

Allowance for Doubtful Accounts:

                    

Year Ended:

                    
                     

December 31, 2017

 $3,780  $635  $0  $922  $3,493 

January 1, 2017

  4,479   (243)  0   456   3,780 

January 3, 2016

  5,896   212   0   1,629   4,479 

______________  

 COLUMN A
BALANCE, AT
BEGINNING
OF YEAR
COLUMN B
CHARGED TO
COSTS AND
EXPENSES (A)
COLUMN C
CHARGED TO
OTHER
ACCOUNTS
COLUMN D
DEDUCTIONS
(DESCRIBE) (B)
COLUMN E
 BALANCE, AT
END OF YEAR
 (in thousands)
Allowance for Expected Credit Losses     
Year ended:     
January 2, 2022$6,643 $(705)$— $978 $4,960 
January 3, 20213,793 3,777 — 927 6,643 
December 29, 20193,540 881 — 628 3,793 
(A)Includes changes in foreign currency exchange rates.

(B) WriteWrite off of bad debt, and recoveringrecovery of previously provided for amounts.

  

COLUMN A

BALANCE, AT

BEGINNING

OF YEAR

  

COLUMN B

CHARGED TO

COSTS AND EXPENSES (A)

  

COLUMN C

CHARGED TO

OTHER

ACCOUNTS(B)

  

COLUMN D

 

DEDUCTIONS (DESCRIBE) (C)

  

COLUMN E

 

BALANCE, AT

END OF YEAR

 
  

(in thousands)

 

Restructuring Reserve:

                    

Year Ended:

                    

December 31, 2017

 $10,291  $3,999  $3,300  $3,724  $2,568 

January 1, 2017

  104   11,769   8,019   1,582   10,291 

January 3, 2016

  7,179   (481)  0   6,594   104 

______________  




 COLUMN A
BALANCE, AT
BEGINNING
OF YEAR
COLUMN B
CHARGED TO
COSTS AND
EXPENSES (A)
COLUMN C
CHARGED
TO OTHER
ACCOUNTS
COLUMN D
DEDUCTIONS
(DESCRIBE) (B)
COLUMN E
BALANCE, AT
END OF YEAR
 (in thousands)
Warranty and Sales Allowances Reserves     
Year ended:     
January 2, 2022$3,248 $366 $— $912 $2,702 
January 3, 20213,853 1,062 — 1,667 3,248 
December 29, 20193,495 1,519 — 1,161 3,853 
(A)Includes changes in foreign currency exchange rates.

(B)Direct reduction of asset carrying value, not included in restructuring reserve.

(C) Cash payments.

  

COLUMN A

BALANCE, AT

BEGINNING

OF YEAR

  

COLUMN B

CHARGED TO

COSTS AND EXPENSES (A)

  

COLUMN C

CHARGED TO

OTHER

ACCOUNTS

  

COLUMN D

 

DEDUCTIONS (DESCRIBE) (B)

  

COLUMN E

 

BALANCE, AT

END OF YEAR

 
  

(in thousands)

 

Warranty and Sales Allowances Reserves :

                    

Year ended:

                    

December 31, 2017

 $5,529  $2,071  $0  $3,489  $4,111 

January 1, 2017

  4,759   3,149   0   2,379   5,529 

January 3, 2016

  3,954   2,584   0   1,779   4,759 

______________  

(A) Includes changes in foreign currency exchange rates.

(B) Represents credits and costs applied against reserve and adjustments to reflect actual exposure.

(All other Schedules for which provision is made in the applicable accounting requirements of the Securities and Exchange Commission are omitted because they are either not applicable or the required information is shown in the Company's Consolidated Financial StatementsCompany’s consolidated financial statements or the Notesnotes thereto.)


78
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SIGNATURES
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 1, 2018

INTERFACE, INC.

Date: March 2, 2022INTERFACE, INC.

By:

/s/ JAYD. GOULD

By:

Jay D. Gould

/s/  DANIEL T. HENDRIX                                  

Daniel T. Hendrix

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel T. Hendrix as attorney-in-fact, with power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Signature

Capacity

Date

SignatureCapacityDate

/s/ DANIEL T. HENDRIX

Chairman of the Board and Director

March 1, 2018

Daniel T. Hendrix

/s/ JAY D. GOULD

President, Chief Executive Officer and Chairman of the Board and Director

March 1, 2018

2, 2022

Jay D. Gould

Daniel T. Hendrix

(Principal Executive Officer)

/s/ BRUCE A. HAUSMANN

Vice President and Chief Financial Officer

March 1, 2018

2, 2022

Bruce A. Hausmann

(Principal Financial Officer)

/s/ GREGORY J. BAUER

ROBERT PRIDGEN

Vice President and Chief Accounting Officer

March 1, 2018

2, 2022

Gregory J. Bauer

Robert Pridgen

(Principal Accounting Officer)

/s/ JOHN P. BURKE

Director

Director

March 1, 2018

2, 2022

John P. Burke

/s/ ANDREW B. COGAN

DWIGHT GIBSON

Director

Director

March 1, 2018

2, 2022

Andrew B. Cogan

Dwight Gibson

/s/ CARL I. GABLE

Director

March 1, 2018

Carl I. Gable

/s/ CHRISTOPHER G. KENNEDY

Director

Director

March 1, 2018

2, 2022

Christopher G. Kennedy

/s/ JOSEPH KEOUGH

DirectorMarch 2, 2022
Joseph Keough
/s/ CATHERINE M. KILBANEDirectorMarch 2, 2022
Catherine M. Kilbane
/s/ K. DAVID KOHLER

Director

Director

March 1, 2018

2, 2022

K. David Kohler

/s/ ERIN A. MATTS

Director

March 1, 2018

Erin A. Matts

/s/ JAMES B. MILLER, JR.

Director

March 1, 2018

James B. Miller, Jr.

/s/ SHERYL D. PALMER

Director

Director

March 1, 2018

2, 2022

Sheryl D. Palmer


79

EXHIBIT INDEX

Exhibit

Number

Description of Exhibit

21

Subsidiaries of the Company.

23

Consent of BDO USA, LLP.

24

Power of Attorney.

31.1

Certification of Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

31.2

Certification of Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

32.1

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Executive Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

32.2

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of United States Code by Chief Financial Officer with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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   

80

81