1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarterly Period Ended September 29, 1996
Commission File Number 0-12016
------------------------------
INTERFACE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1451243
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339
---------------------------------------------------------
(Address of principal executive offices and zip code)
(770) 437-6800
-------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Shares outstanding of each of the registrant's classes of common stock at
November 4, 1996:
Class Number of Shares
- -------------------------------------------------------------------------
Class A Common Stock, $.10 par value per share 18,369,893
Class B Common Stock, $.10 par value per share 2,975,190
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INTERFACE, INC.
INDEX
Page
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Part I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements
Balance Sheets - September 29, 1996 and December 31, 1995 3
Statements of Income - Three Months and Nine Months
Ended September 29, 1996 and October 1, 1995 4
Statements of Cash Flows - Nine Months
Ended September 29, 1996 and October 1, 1995 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in the Rights of the Company's Security
Holders 13
Item 3. Defaults by the Company on Its Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(Unaudited)
(In thousands)
- ---------------------------------------------- September 29, December 31,
ASSETS 1996 1995
- ---------------------------------------------- ------------- -----------
CURRENT ASSETS:
Cash and Cash Equivalents $ 154 $ 8,750
Accounts Receivable 164,866 111,386
Inventories 154,579 134,504
Deferred Tax Asset 4,662 3,998
Prepaid Expenses 22,021 15,748
-------- --------
TOTAL CURRENT ASSETS 346,282 274,386
PROPERTY AND EQUIPMENT, less
accumulated depreciation 202,253 183,299
EXCESS OF COST OVER NET ASSETS ACQUIRED 240,755 218,825
OTHER ASSETS 54,970 37,841
-------- --------
$844,260 $714,351
======== ========
LIABILITIES AND COMMON SHAREHOLDERS' EQUITY
- ----------------------------------------------
CURRENT LIABILITIES:
Notes Payable $ 5,650 $ 8,546
Accounts Payable 74,077 55,101
Accrued Expenses 69,947 50,148
Current Maturities of Long-Term Debt 2,127 1,560
-------- --------
TOTAL CURRENT LIABILITIES 151,801 115,355
LONG-TERM DEBT, less current maturities 266,307 199,022
SENIOR SUBORDINATED NOTES 125,000 125,000
DEFERRED INCOME TAXES 21,918 18,060
-------- --------
TOTAL LIABILITIES 565,026 457,437
-------- --------
Redeemable Preferred Stock 24,751 25,000
Common Stock:
Class A 2,127 1,903
Class B 298 300
Additional Paid-In Capital 114,271 96,863
Retained Earnings 159,507 147,039
Foreign Currency Translation Adjustment (3,974) 3,555
Treasury Stock, 3,600
Class A Shares, at Cost (17,746) (17,746)
-------- --------
$844,260 $714,351
======== ========
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands except per share amounts)
- --------------------------------------
Three Months Ended Nine Months Ended
------------------------- ------------------------
September 29, October 1, September 29, October 1,
1996 1995 1996 1995
------------- ---------- ------------ ----------
Net Sales $275,041 $203,269 $717,546 $597,414
Cost of Sales 187,581 139,574 492,509 412,636
-------- -------- -------- --------
Gross Profit on Sales 87,460 63,695 225,037 184,778
Selling, General and Administrative Expenses 65,910 47,373 170,887 139,613
-------- -------- -------- --------
Operating Income 21,550 16,322 54,150 45,165
Other (Expense) Income - Net (9,105) (7,730) (25,683) (21,909)
-------- -------- -------- --------
Income before Taxes on Income 12,445 8,592 28,467 23,256
Taxes on Income 4,864 3,265 11,153 8,838
-------- -------- -------- --------
Net Income 7,581 5,327 17,314 14,418
Less: Preferred Dividends 433 438 1,299 1,312
-------- -------- -------- --------
Net Income Applicable to Common Shareholders $ 7,148 $ 4,889 $ 16,015 $ 13,106
======== ======== ======== ========
Primary Earnings Per Common Share $0.34 $0.27 $0.82 $0.72
======== ======== ======== ========
Weighted Average Common Shares Outstanding 20,935 18,252 19,604 18,237
======== ======== ======== ========
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
Nine Months Ended
-------------------------------
September 29, October 1,
(In thousands) 1996 1995
- -------------- ------------- ----------
OPERATING ACTIVITIES:
Net income $17,314 $14,418
Adjustments to reconcile net income
to cash provided by operating activities:
Depreciation and amortization 25,041 21,285
Deferred income taxes 1,815
Cash provided by (used for):
Accounts receivable (20,461) 23,528
Inventories (9,671) 647
Prepaid and other (6,112) (2,057)
Accounts payable and accrued expenses 17,769 (3,818)
------- -------
23,880 55,818
------- -------
INVESTING ACTIVITIES:
Capital expenditures (27,795) (26,186)
Acquisitions of businesses (46,912) (15,203)
Other (3,354) (2,798)
------- -------
(78,061) (44,187)
------- -------
FINANCING ACTIVITIES:
Net borrowing (reduction) of long-term debt 49,638 (9,114)
Issuance of common stock 881 744
Dividends paid (4,839) (4,597)
------- -------
45,680 (12,967)
------- -------
Net cash provided by (used for) operating,
investing and financing activities (8,501) (1,336)
Effect of exchange rate changes on cash (95) (19)
------- -------
CASH AND CASH EQUIVALENTS:
Net increase (decrease) during the period (8,596) (1,355)
Balance at beginning of period 8,750 4,389
------- -------
Balance at end of period $ 154 $ 3,034
======= =======
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FOOTNOTES
As contemplated by the Securities and Exchange Commission instructions to
Form 10-Q, the following footnotes have been condensed and, therefore, do not
contain all disclosures required in connection with annual financial
statements. Reference should be made to the notes to the Company's year-end
financial statements contained in its Annual Report to Shareholders for the
fiscal year ended December 31, 1995, as filed with the Securities and Exchange
Commission.
The financial information included in this report has been prepared by the
Company, without audit, and should not be relied upon to the same extent as
audited financial statements. In the opinion of management, the financial
information included in this report contains all adjustments (all of which are
normal and recurring) necessary for a fair presentation of the results for the
interim periods. Nevertheless, the results shown for interim periods are not
necessarily indicative of results to be expected for the full year.
NOTE 2 - INVENTORIES
Inventories are summarized as follows:
September 29, December 31,
1996 1995
-------- ---------
Finished Goods $ 85,218 $ 76,407
Work-in-Process 31,071 26,168
Raw Materials 38,290 31,929
-------- --------
$154,579 $134,504
======== ========
NOTE 3 - BUSINESS ACQUISITIONS
During fiscal 1996, the Company has acquired, through merger and stock
purchases, thirteen commercial floorcovering contractors -- Landry's Commercial
Flooring Co., Inc., based in Oregon, Reiser Associates, Inc., based in Texas,
Earl W. Bentley Operating Co., Inc., based in Oklahoma, Quaker City
International, Inc., based in Pennsylvania, Superior Holding Inc., based in
Texas, Flooring Consultants, Inc., based in Arizona, ParCom, Inc., based in
Virginia, Congress Flooring Corp., based in Massachusetts, Southern Contract
Systems, Inc., based in Georgia, B. Shehadi & Sons, Inc., based in New Jersey,
A & F Installation, Inc., based in New Jersey, Lasher/White Carpet Co., Inc.,
based in New York and Oldtown Carpet Center, Inc.,
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INTERFACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
based in North Carolina -- for approximately $50,895,000, in the aggregate
(comprised of $32,888,000 in cash and $18,007,000 in Interface common stock).
All the acquisitions were accounted for as purchases with the exception of the
acquisition of B. Shehadi & Sons, Inc. which was accounted for under the pooling
of interests method of accounting; accordingly, the results of operations for
the acquired companies are included in the Company's consolidated financial
statements from the date of the acquisitions with the exception of the
acquisition of B. Shehadi & Sons results of operations which are included in the
Company's consolidated financial statements from the beginning of the year. The
excess of the purchase price over the fair value of the net liabilities was
approximately $29,149,000 and is being amortized over 25 years.
In February 1996, the Company acquired the outstanding common stock of
Renovisions, Inc., a nationwide installation services firm (based in Georgia)
that has pioneered a new method of carpet replacement, for approximately
$5,000,000 in cash. The acquisition was accounted for as a purchase and,
accordingly, the results of operations for Renovisions are included in the
Company's consolidated financial statements from the date of acquisition. The
excess of the purchase price over the fair value of net assets was approximately
$4,240,000, and is being amortized over 25 years.
In February 1996, the Company acquired the outstanding common stock of
C-Tec, Inc., a Michigan based producer of raised/access flooring systems, for
approximately $8,750,000 (comprised of $4,500,000 in cash and $4,250,000 in 6%
subordinated convertible notes). The acquisition was accounted for as a
purchase and, accordingly, the results of operations for C-Tec are included in
the Company's consolidated financial statements from the date of acquisition.
The excess of the purchase price over the fair value of net liabilities was
approximately $3,144,000, and is being amortized over 25 years.
NOTE 4 - EARNINGS PER SHARE AND DIVIDENDS
Earnings per share are computed by dividing net income applicable to common
shareholders by the combined weighted average number of shares of Class A and
Class B Common Stock outstanding during the particular reporting period. The
earnings computation does not give effect to the negligible dilutive impact of
outstanding stock options. The Series A Cumulative Convertible Preferred Stock
issued in June 1993 is not considered to be a common stock equivalent because at
the date of issuance the stated rate of interest was greater than 66 2/3% of the
AAA bond rate. In computing primary earnings per share, the preferred stock
dividend of 7% per annum reduces income applicable to common shareholders.
For the purposes of computing earnings per share and dividends paid per share,
the Company is treating as treasury stock (and therefore not outstanding) the
shares that are owned by a wholly-owned subsidiary (3,600,000 Class A shares,
recorded at cost).
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NOTE 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
The Guarantor Subsidiaries, which consist of the Company's principal
domestic subsidiaries, are guarantors of the Company's 9.5% senior subordinated
notes due 2005. The Supplemental Guarantor Financial Statements are presented
herein pursuant to requirements of the Securities and Exchange Commission.
INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
For the Nine Months Ended September 29, 1996
Consolidation
Non- Interface, Inc. and
Guarantor Guarantor (Parent Elimination Consolidated
Subsidiaries Subsidiaries Corporation) Entries Totals
--------------------------------------------------------------------------
(in thousands)
Net sales $472,106 $300,249 - $(54,809) $717,546
Cost of sales 332,946 214,372 - (54,809) 492,509
------- -------- ------- -------- --------
Gross profit on sales 139,160 85,877 - - 225,037
Selling, general and administrative expenses 98,580 60,545 11,762 - 170,887
------- -------- ------- -------- --------
Operating income 40,580 25,332 (11,762) - 54,150
------- -------- ------- -------- --------
Other expense (income)
Interest Expense 5,644 5,367 14,591 - 25,602
Other 1,861 1,246 (3,026) - 81
------- -------- ------- -------- --------
Total other expense 7,505 6,613 11,565 _ 25,683
------- -------- ------- -------- --------
Income before taxes on income and equity
in income of subsidiaries 33,075 18,719 (23,327) - 28,467
Taxes on income 13,798 6,763 (9,408) - 11,153
Equity in income of subsidiaries - - 31,233 (31,233) -
------- -------- ------- -------- --------
Net income 19,277 11,956 17,314 (31,233) 17,314
Preferred stock dividends - - 1,299 - 1,299
------- -------- ------- -------- --------
Net income applicable to common share holders $19,277 $ 11,956 $16,015 $(31,233) $ 16,015
======= ======== ======= ======== ========
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INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
September 29, 1996
Consolidation
Non- Interface, Inc. and
Guarantor Guarantor (Parent Elimination Consolidated
Subsidiaries Subsidiaries Corporation) Entries Totals
---------------------------------------------------------------------
(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 947 $ 4,896 $(5,689) - $ 154
Accounts receivable 102,825 81,301 (19,260) - 164,866
Inventories 96,197 57,383 999 - 154,579
Miscellaneous 6,175 14,559 5,949 - 26,683
-------- -------- -------- --------- --------
Total current assets 206,144 158,139 (18,001) - 346,282
Property and equipment, less accumulated
depreciation 140,951 57,204 4,098 - 202,253
Investment in subsidiaries 108,977 17,746 331,921 (458,644) 0
Miscellaneous 134,876 35,419 416,027 (531,352) 54,970
Excess of cost over net assets acquired 148,804 88,462 3,489 - 240,755
-------- -------- -------- --------- --------
$739,752 $356,970 $737,534 $(989,996) $844,260
LIABILITIES AND COMMON SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 5,168 $ 482 - - $ 5,650
Accounts payable 47,961 25,743 373 - 74,077
Accrued expenses 40,982 29,558 (593) - 69,947
Current maturities of long-term debt 2,029 98 - - 2,127
-------- -------- -------- --------- --------
Total current liabilities 96,140 55,881 (220) - 151,801
Long-term debt, less current maturities 199,944 102,606 296,496 (332,739) 266,307
Senior subordinated notes - - 125,000 - 125,000
Deferred income taxes 16,063 582 5,273 - 21,918
-------- -------- -------- --------- --------
Total liabilities 312,147 159,069 426,549 (332,739) 565,026
Redeemable preferred stock 57,891 - 24,751 (57,891) 24,751
Common stock 84,834 98,526 2,425 (183,360) 2,425
Additional paid-in capital 167,307 21,480 114,272 (188,788) 114,271
Retained earnings 120,810 73,797 173,905 (209,005) 159,507
Foreign currency translation adjustment (3,237) 4,098 (4,368) (467) (3,974)
Treasury stock - - - (17,746) (17,746)
-------- -------- -------- --------- --------
$739,752 $356,970 $737,534 $(989,996) $844,260
======== ======== ======== ========= ========
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INTERFACE, INC. AND SUBSIDIARIES
Note 5 - SUPPLEMENTAL GUARANTOR FINANCIAL STATEMENTS
For the Nine Months Ended September 29, 1996
Consolidation
Non- Interface, Inc. and
Guarantor Guarantor (Parent Elimination Consolidated
Subsidiaries Subsidiaries Corporation) Entries Totals
----------------------------------------------------------------------
(in thousands)
Cash flows from operating activities $20,357 $26,721 $(23,198) - $23,880
------- ------- -------- ------ -------
Cash flows from investing activities:
Purchase of plant and equipment (16,488) (8,242) (3,065) - (27,795)
Acquisitions, net of cash acquired (46,912) - (46,912)
Other (3,354) - (3,354)
------- ------- -------- ------ -------
Net cash provided by (used in) investing
activities (16,488) (8,242) (53,331) - (78,061)
------- ------- -------- ------ -------
Cash flows from financing activities:
Net borrowings (repayments) (5,906) (18,626) 74,170 - 49,638
Proceeds from issuance of common stock 881 - 881
Cash dividends paid (4,839) - (4,839)
Other - -
------- ------- -------- ------ -------
Net cash provided by (used in) financing
activities (5,906) (18,626) 70,212 - 45,680
------- ------- -------- ------ -------
Effect of exchange rate change on cash - (95) - - (95)
------- ------- -------- ------ -------
Net increase (decrease) in cash (2,037) (242) (6,317) - (8,596)
Cash at beginning of year 2,984 5,138 628 - 8,750
------- ------- -------- ------ -------
Cash at end of year $ 947 $ 4,896 $ (5,689) - $ 154
======= ======= ======== ====== =======
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS. For the three month and nine month periods ended
September 29, 1996, the Company's net sales increased $71.8 million (35.3%) and
$120.1 (20.1%), respectively, compared with the same periods in 1995. The
increase was primarily attributable to (i) increased sales volume associated
with the acquisitions of the companies in the Company's newly formed U.S.
distribution network, Re:Source Americas, (ii) increased sales volume in the
Company's floorcoverings operations in the United States, Continental Europe and
Australia; (iii) increased sales volume in the Company's interior fabrics
operations associated with the acquisitions of Toltec Fabrics, Inc. in June
1995, and the Intek Division of Springs Industries in December 1995, and (iv)
increased sales volume in the Company's specialty resources division associated
with the acquisition of C-Tec, Inc. in February 1996. These increases were
offset somewhat by a weakening of the currencies of certain key markets
(particularly the British pound sterling, Dutch guilder and Japanese yen)
against the U.S. dollar, the Company's reporting currency.
Cost of sales, as a percentage of sales, decreased slightly to 68.2% and
68.6%, respectively, for the three month and nine month periods ended September
29, 1996, when compared to 68.7% and 69.1% for the same periods in 1995. The
Company recognized a decrease in manufacturing costs in its operations due to
continued implementation of its make-to-order production strategy and
"war-on-waste" initiative, which created manufacturing efficiencies as well as
a shift to higher margin products. In addition to the improved manufacturing
efficiencies, the Company achieved improved pricing in its floorcovering
operations. These benefits were somewhat offset by the acquisitions of Toltec,
Intek, C-Tec, and the companies comprising the Company's new distribution
network, which historically had higher cost of sales than the Company.
Selling, general and administrative expenses as a percentage of sales
increased slightly to 24.0% and 23.8%, respectively, for the three month and
nine month periods ended September 29, 1996, compared to 23.3% and 23.4% for the
same periods in 1995. The increase for the three month period was attributable
to (i) administrative expenses associated with building an infrastructure to
manage Re:Source Americas, (ii) increased marketing and sampling expenses
in the floorcovering operations associated with the introduction of new
products as the Company moves to implement a mass customization strategy in
its European and U.S. operations and (iii) the acquisitions of Toltec
Fabrics and Intek which, historically, had higher SG&A ratios than the Company.
For the three month and nine month periods ended September 29, 1996, the
Company's other expense increased $1.4 million and $3.8 million, respectively,
compared to the same periods in 1995, primarily due to an increase in bank debt
incurred as a result of the Company's acquisitions, as well as increased
interest rates associated with the issuance of the Company's senior subordinated
notes in November
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1995 and subsequent redemption of the Company's convertible subordinated
debentures.
As a result of the aforementioned factors, the Company's net income (after
adjustment for preferred dividends) increased 46.2% to $7.1 million and 22.2% to
$16.0 million, respectively, for the three month and nine month periods ended
September 29, 1996, compared to the same periods in 1995.
LIQUIDITY AND CAPITAL RESOURCES. The primary uses of cash during the nine
month period ended September 29, 1996 have been (i) $ 46.9 million associated
with acquisitions, (ii) $27.8 million for additions to property and equipment in
the Company's manufacturing facilities, and (iii) $3.4 million related to
various deposits and long-term note receivables. These uses were funded
primarily by $49.6 million from long-term financing and $23.8 million from
operating activities.
Cash provided by operating activities decreased to $23.8 million during
the nine month period ended September 29, 1996 from $55.8 million during the
corresponding period in the prior year. This decrease was caused primarily by
an increase in accounts receivable, subsequent to the Company's sale of $33.9
million of domestic receivables under a securitization program at the end of
fiscal year 1995.
The Company, as of September 29, 1996, recognized a $ 7.5 million decrease
in foreign currency translation adjustment compared to that of December 31,
1995. The decrease was associated primarily with the Company's investments in
subsidiaries located in the United Kingdom and Continental Europe. The
translation adjustment to shareholders' equity was converted by the guidelines
of the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 52.
The Company employs a variety of off-balance sheet financial instruments,
including foreign currency swap agreements and foreign currency exchange
contracts, to reduce its exposure to adverse fluctuations in interest and
foreign currency exchange rates. At September 29, 1996, the Company had
approximately $64.3 million (notional amount) of foreign currency hedge
contracts outstanding, consisting principally of currency swap contracts to
hedge firmly committed Dutch guilder and Japanese yen currency revenues. At
September 29, 1996, the Company utilized interest rate swap agreements to
effectively convert approximately $73 million of variable rate debt to fixed
rate debt. The interest rate swap agreements have maturity dates ranging from
nine to twenty-four months.
The Company continually monitors its position with, and the credit quality
of, the financial institutions which are counterparties to its off-balance
sheet financial instruments and does not currently anticipate nonperformance by
the counterparties.
Management believes that the cash provided by operations and available
under long-term loan commitments will provide adequate funds for current
commitments and other requirements in the foreseeable future.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not aware of any material pending legal proceedings
involving it or any of its property.
ITEM 2. CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS
None
ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this report:
Exhibit
Number Description of Exhibit
------- ----------------------
[S] [C]
3.1 Articles of Incorporation (composite as of September 8,
1988) (included as Exhibit 3.1 to the Company's annual
report on Form 10-K for the year ended January 3, 1993
previously filed with the Commission and incorporated
herein by reference) and Articles of Amendment (Series A
Preferred Stock Designation), dated June 17, 1993
(included as Exhibit 4.1 to the Company's current report
on Form 8-K, filed with the Commission on July 7, 1993
and incorporated herein by reference).
3.2 Bylaws, as amended (included as Exhibit 3.2 to the
Company's quarterly report on Form 10-Q for the quarter
ended April 1, 1990, previously filed with the Commission
and incorporated herein by reference).
4.1 See Exhibits 3.1 and 3.2 for provisions in the Company's
Articles of Incorporation, as amended, and Bylaws
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defining the rights of holders of Common Stock of the
Company.
4.2 Indenture governing the Company's 9.5% Senior
Subordinated Notes due 2005, dated as of November 15,
1995, among the Company, certain U.S. subsidiaries of the
Company, as Guarantors, and First Union National Bank of
Georgia, as Trustee (included as Exhibit 4.1 to the
Company's registration statement on Form S-4, File No.
33-65201, previously filed with the Commission and
incorporated herein by reference).
4.3 Registration Rights Agreement dated as of November 21,
1995, among the Company, certain subsidiaries of the
Company as Guarantors and the Initial Purchasers of the
Company's Notes (included as Exhibit 4.3 to the Company's
registration statement on Form S-4, File No. 33-65201,
previously filed with the Commission and incorporated
herein by reference).
4.4 Form of Exchange Note (included as part of Exhibit 4.2).
10.1 Fourth Amendment to Amended and Restated Credit
Agreement, dated as of July 30, 1996, among the Company
(and certain direct and indirect subsidiaries), SunTrust
Bank and The First National Bank of Chicago.
10.2 Sixth Amendment to Revolving Credit Loan Agreement, dated
as of August 5, 1996, between Interface Flooring Systems,
Inc. and SunTrust Bank.
10.3 Employment Agreement of Raymond S. Willoch, dated as of
August 1, 1996.
10.4 Agreement (Change in Control) of Raymond S. Willoch,
dated as of August 1, 1996.
27.1 Financial Data Schedule (for SEC use only).
(b) No reports on Form 8-K were filed during the quarter ended
September 29, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERFACE, INC.
Date: November 11, 1996 By:/s/ Daniel T. Hendrix
-------------------------------
Daniel T. Hendrix
Senior Vice President
(Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL
NUMBER PAGE NO.
3.1 Articles of Incorporation (composite as of September 8, 1988)
(included as Exhibit 3.1 to the Company's annual report on Form
10-K for the year ended January 3, 1993 previously filed with the
Commission and incorporated herein by reference) and Articles of
Amendment (Series A Preferred Stock Designation), dated June 17,
1993 (included as Exhibit 4.1 to the Company's current report on
Form 8-K, filed with the Commission on July 7, 1993 and
incorporated herein by reference).
3.2 Bylaws, as amended (included as Exhibit 3.2 to the Company's
quarterly report on Form 10-Q for the quarter ended April 1, 1990,
previously filed with the Commission and incorporated herein by
reference).
4.1 See Exhibits 3.1 and 3.2 for provisions in the Company's Articles
of Incorporation, as amended, and Bylaws defining the rights of
holders of Common Stock of the Company.
4.2 Indenture governing the Company's 9.5% Senior Subordinated Notes
due 2005, dated as of November 15, 1995, among the Company, certain
U.S. subsidiaries of the Company, as Guarantors, and First Union
National Bank of Georgia, as Trustee (included as Exhibit 4.1 to
the Company's registration statement on Form S-4, File No.
33-65201, previously filed with the Commission and incorporated
herein by reference).
4.3 Registration Rights Agreement dated as of November 21, 1995, among
the Company, certain subsidiaries of the Company as Guarantors and
the Initial Purchasers of the Company's Notes (included as Exhibit
4.3 to the Company's registration statement on Form S-4, File No.
33-65201, previously filed with the Commission and incorporated
herein by reference).
4.4 Form of Exchange Note (included as part of Exhibit 4.2).
10.1 Fourth Amendment to Amended and Restated Credit Agreement, dated as
of July 30, 1996, among the Company (and certain direct and
indirect subsidiaries), SunTrust Bank and The First National Bank
of Chicago.
10.2 Sixth Amendment to Revolving Credit Loan Agreement, dated as of
August 5, 1996, between Interface Flooring Systems, Inc. and
SunTrust Bank.
10.3 Employment Agreement of Raymond S. Willoch, dated as of August 1,
1996.
16
17
10.4 Agreement (Change in Control) of Raymond S. Willoch, dated as of
August 1, 1996.
27.1 Financial Data Schedule
(for SEC use only)
17