8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  March 1, 2019

                        INTERFACE, INC.                         

(Exact name of Registrant as Specified in its Charter)

Georgia	001-33994	58-1451243
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

1280 West Peachtree St. NW Atlanta, GA	30309
(Address of principal executive offices)	(Zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.   ☐

Item 2.02 Results of Operations and Financial Condition.

On March 1, 2019, Interface, Inc. (the “Company”) updated its investor presentation, which may be used in whole or in part in meetings with investors or potential investors.  A copy of the updated slide presentation is attached hereto as Exhibit 99.1. The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Non-GAAP Financial Measures in the Slide Presentation

The slide presentation includes, as additional information for investors, the Company’s adjusted earnings per share, adjusted net income, adjusted operating income, adjusted selling, general and administrative expenses (“SG&A”), adjusted gross profit, adjusted earnings before interest taxes, depreciation and amortization (“EBITDA”), organic sales, and net debt, as well as comparative information between periods for each.  The slide presentation also includes pro forma information regarding the Company and the nora business it acquired in 2018.  These measures are not in accordance with financial measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), and may be different from similarly titled non-GAAP financial measures used by other companies.  Non-GAAP financial measures should not be used as a substitute for, or considered superior to, GAAP financial measures.

Adjusted earnings, income and gross profit measures exclude: (1) restructuring and asset impairment charges; and (2) effects from the enactment of the federal Tax Cuts and Jobs Act in December 2017 (the “Tax Act”); (3) the effects of purchase price accounting and transaction related expenses in connection with the Company’s acquisition of nora systems; and (4) for the years 2012-2014, certain other unique or one-time events.  Adjusted gross profit margin excludes purchase price accounting amortization and transaction related expenses in connection with the Company’s acquisition of nora systems.  Adjusted SG&A excludes transaction costs related to the nora acquisition. Adjusted EBITDA is GAAP net income excluding interest expense, taxes on income, depreciation and amortization, debt retirement expenses, restructuring and asset impairment charges, stock compensation amortization, and nora transaction related expenses such as purchase price accounting amortization, transaction, and transaction-related other expenses.

Organic sales and organic sales growth exclude: (1) foreign currency fluctuations; (2) sales of the acquired nora business; and (3) sales from the Company’s exited FLOR specialty retail stores;

The Company excludes the FLOR specialty retail stores and the Tax Act from adjusted income measures because it believes these events are unique and/or one-time events and do not arise from or constitute normal ongoing operations.  Similarly, since the Company engages in acquisitions only episodically, and not as an everyday matter, the Company believes presenting certain measures excluding the effects of acquisitions facilitates focus on normal ongoing operations.

In addition, since FLOR specialty retail sales will not be a material part of sales, the Company believes presenting organic sale information without historical FLOR specialty retail sales presents meaningful additional information on core ongoing operations.  Finally, the Company believes presenting sales information absent the effects of foreign currency exchange rate fluctuations and the nora acquisition facilitates comparison of the Company’s operational performance between periods.

Since the Company engages in acquisitions only episodically, and not as an everyday matter, the Company believes presenting certain measures excluding the effects of acquisitions facilitates focus on normal ongoing operations.  The Company generally believes reporting its adjusted results helps investors’ understanding of historical operating trends, because it facilitates comparison to prior periods during which unique events affecting more recent results may not have occurred.  The Company also believes that adjusted results provide supplemental information for comparisons to other companies which may not have experienced the same events underlying the adjustments.  Furthermore, the Company uses adjusted results internally as supplemental information to evaluate its own performance, for planning purposes and in connection with its compensation programs.

The proforma nora adjusted EBITDA information for the period 1/1/2018 – 8/7/2018 is intended to give the reader an understanding of the performance of nora for 2018 when it was not owned by Interface, so as to estimate the adjusted proforma EBITDA for the combined organization for the entire year of 2018.  The pro forma combined financial information does not necessarily reflect what the combined company’s adjusted EBITDA would have been had Interface owned nora as of the first day of 2018.  This information may not be useful in predicting the future adjusted EBITDA of the combined company.  The actual adjusted EBITDA may differ significantly from the pro forma amounts reflected therein.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

None.

(b)Pro Forma Financial Information.

None.

(c)Shell Company Transactions.

None.

(d)Exhibits.

Exhibit No.	Description
99.1	Interface, Inc. Slide Presentation

SIGNATURES

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 hereunto duly authorized.

	INTERFACE, INC.
By:	/s/ David B. Foshee
	David B. Foshee
	Vice President
Date:  March 1, 2019

EXHIBIT INDEX

Exhibit No.	Description
99.1	Interface, Inc. Slide Presentation

EX-99.1

 Investor Presentation2019 

 This presentation contains forward-looking statements, including, in particular, statements about Interface’s plans, strategies and prospects. These are based on the Company’s current assumptions, expectations and projections about future events.Although Interface believes that the expectations reflected in these forward-looking statements are reasonable, the Company can give no assurance that these expectations will prove to be correct or that savings or other benefits anticipated in the forward-looking statements will be achieved. Important factors, some of which may be beyond the Company’s control, that could cause actual results to differ materially from management’s expectations include the matters discussed under the heading “Risk Factors” included in the Company’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission, which discussions are hereby incorporated by reference. Forward-looking statements speak only as of the date made. Forward-looking statements in this presentation include, without limitation, the information set forth on the slide titled “Growth and Value Creation Strategy”, the section of this presentation titled “Growth and Value Creation” and the slide titled “Targets”. Other forward-looking statements can be identified by words such as “may,” “expect,” “forecast,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “project,” “estimate,” “target,” and similar expressions. The Company assumes no responsibility to update or revise forward-looking statements and cautions listeners and meeting attendees not to place undue reliance on any such statements.  Forward Looking Statements 

   Interface at a Glance  Interface is a leading global provider of commercial flooring solutions including carpet tile, luxury vinyl tile (LVT) and performance rubber flooring.  *  *  *  Corporate*  Non-Office  Headquartered in Atlanta, GASeven manufacturing locations on four continents4,500 global employeesSales in over 110 countries  Note: Geographic breakdown and segment figures represent proforma FYE 2018 sales for Interface and nora combined* See Appendix for a reconciliation of Non-GAAP figures 

 Investment Highlights: Who We Are  leadingglobal provider of commercial flooring solutions  most valuable brand in the flooring category  strongest global sales & marketing capabilities  global manufacturing footprint and industry-leading gross margins  engaged, customer-centric culture, focused on performance and galvanized around our sustainability mission 

 Grow the CoreCarpet Tile Business  Build a Resilient Flooring Business  ExecuteSupply ChainProductivity  Optimize SG&AResources  Growth and Value Creation Strategy  Lead a World-Changing Sustainability MovementCentered Around Mission Zero and Climate Take Back.  Interface’s vision is to become the world’s most valuable interior products & services company 

 Interface Positioning  InterfacePositioning 

 GLOBAL COMMERCIAL FLOORING SEGMENT (in Billions)  Source: Management estimates  Leading Global Provider of Flooring Solutions  Interface participates in the $35 Billion Global Commercial Flooring segment We are the global share leader in the $4.6 Billion Carpet Tile segment which continues to take share from broadloom We entered the high growth $3.0 Billion LVT segment in 2017 We entered the $0.9 Billion Rubber flooring segment with our acquisition of nora, the category leader  $9.8B  $10.1  $3.0  $0.9  $2.7  $4.7  $2.9  $5.4  $4.6       

 GLOBAL COMMERCIAL FLOORING: SEGMENT SIZE vs FORECAST GROWTH and GROSS MARGIN  Participating in Attractive Commercial Flooring Segments  Interface serves growing segments of hard and soft surface with the highest margins  Source: Management estimates 

 GLOBAL CARPET TILE SEGMENT BY CHANNEL  Premium Player in the Specified Channel  Interface competes on design, sustainability and innovation, commanding a premium price point and industry leading marginsInterface is the share leader in the specified and end user channels of commercial carpet tile which are highly influenced by Architects & Designers  INTERFACE GLOBAL SHARE OF CARPET TILE PRICE CATEGORIES  Source: Management estimates  Other 

 Carpet TileBiomimicry-inspired random design (i2)High recycled content No glue installation (TacTiles®)Carbon neutral (Carbon Neutral Floors™)Faster, more profitable installation for contractorsEasily recycled (ReEntry® program)Luxury Vinyl Tile (LVT)Creative design freedomComplements and enhances our carpet tile portfolio No transition strips needed Same sizes as our carpet tilesHigh acoustic value (Sound Choice™ backing) Carbon neutral (Carbon Neutral Floors™)Rubbernorament® - sheet rubbernoraplan® - modular rubber tilesIdeal for hygienic, safe flooring applicationsExtremely durable with strong chemical resistance Carbon neutral (Carbon Neutral Floors™)  Attractive Product Portfolio 

 Benefits of ModularCreative design freedomNo glue, no padLower cost to changeProduces less wasteFaster, more profitable installation for contractorsEasier to reconfigure and maintainSelective replacement  Modular Product Offering 

 Global Sales and Manufacturing Platform  Sales in over 110 countries1,100 sales & marketing professionalsGlobal account management  Seven manufacturing locations on four continentsGlobal supply chain managementUnique blend of efficiency and customization    Note: Figures represent proforma FYE 2018 for Interface and nora combined   Carpet Tile Manufacturing Facility    Showroom Location    AMERICAS55%of Net Sales  EMEA30%of Net Sales  ASIA-PACIFC15% of Net Sales  Rubber Manufacturing/Distribution Facility                                                               

 Diversified Customer Verticals  CORPORATE OFFICEHighest penetration of carpet tile vs broadloomGlobal Account managementEmerging market penetration  EDUCATIONK-12 and higher educationSecond highest penetration of carpet tile vs broadloom Second largest market for rubber   HOSPITALITYGuest rooms, corridors and public spacesNamed the brand standard or alternate at Hilton, Marriott, IGH and Choice Hotels properties  RETAILRetail and bank branchesSignificant opportunity for broadloom conversionHigh penetration of LVT  Note: Figures represent proforma FYE 2018 sales for Interface and nora combined   HEALTHCAREHospitals, MOB, Assisted Living and Senior LivingLargest rubber market based on hygienic properties, chemical resistance and durability 

 Growth andValue Creation 

 Grow the CoreCarpet Tile Business  Build a Resilient Flooring Business  ExecuteSupply ChainProductivity  Optimize SG&AResources  Growth and Value Creation Strategy  Lead a World-Changing Sustainability MovementCentered Around Mission Zero and Climate Take Back.  Interface’s vision is to become the world’s most valuable interior products & services company 

 Grow the Core Carpet Tile Business    Enhance salesforce productivity – Execute on selling system transformation including reorganization, training and technology toolsElevate and grow segments – Drive growth in priority segments including Corporate Office, Hospitality, Living and EducationOptimize product portfolio – Expand our portfolio to increase the addressable marketLead the market in design and innovation – Continue to introduce innovative new products that energize and inspireContinue to develop brand love, commanding the strongest Net Promoter Score among A&D and End Users 

 Build a Resilient Flooring Business    Continue penetrating the high growth LVT segment, building on successful global LVT launchIntegrate nora® rubber flooring into our product portfolioLeverage innovation pipelineExpand global participationStrategically expand product portfolio 

 Resilient Flooring: nora Acquisition  nora is a leading global manufacturer of commercial rubber floorcovering systems for healthcare, education, life sciences, public buildings and other end markets 

 Source: Management estimates  GLOBAL COMMERCIAL FLOORING: SEGMENT SIZE vs FORECAST GROWTH and GROSS MARGIN  nora is a Global Leader in Performance Flooring  nora is the leader in the nearly $1B rubber flooring category of the $34B global commercial flooring industryRubber flooring is ideal for applications that require hygienic, safe flooring with strong chemical resistance, and it is extremely durable compared to other flooring alternatives 

 Interface and nora Together  *  *  *  *  *  *    +  *  *  *  Americas  EMEA  APAC  Americas  EMEA  APAC    *  *  *  Note: Figures represent proforma FYE 2018 sales for Interface and nora combined   Geographic Reach  Segmentation  excluding nora 

 Execute Supply Chain Productivity    Execute Troup County Optimization plan which we expect to yield annualized savings of $30MImplement a dynamic yarn strategyContinue to deliver on productivity pipeline initiatives 

 Optimize SG&A Resources    Repurpose spend toward growth initiatives and the highest ROIStage gating of key investments Leverage Interface’s purpose-driven culture  

 Purpose-DrivenCultureGalvanizedAround aCommonSustainability Mission   GLOBESCAN SUSTAINABILITY SURVEY – 20+ YEAR HISTORY  Unilever  Patagonia  Interface  IKEA  Tesla  Natura  M&S  Nestle 

 We commit to running our business in a way that creates a climate fit for life – and we call on others to do the same.We expect to demonstrate that industry can operate with carbon negative business models. As a first step, we are the first global flooring manufacturer to offer carbon neutral carpet tile and LVT across our entire product range.  Purpose-Driven Companies Outperform their Peer Sets  ENERGY USE  43%  RENEWABLE ENERGY  88%  GHG EMISSIONS  96%  WASTE TO LANDFILL  91%  WATER INTAKE  88%  RECYCLED & BIOBASED MATERIALS  58%  PRODUCT CARBON FOOTPRINT  66%                Reduction versus 1996 Baseline  CLIMATE TAKE BACK 

 7  k  g                                                            2  k  g                                                            Moving Toward a Carbon Negative Business Model  It is possible to make a product with the potential to reverse global warming.   CO2  Proof Positive Carpet Tile Prototype 

 FinancialPerformance 

 Grow Revenue at 2x the IndustryBuild Industry Leading Gross Margins Manage SG&A Spend While Investing in Our Brand & Growth DriversEPS Growth 2x – 2.5x Revenue Growth  Targets   

 GAAP Financial Results 

 Adjusted Financial Results*  * See Appendix for a reconciliation on Non-GAAP figures 

 Organic Sales Growth  FYE ORGANIC SALES*($ in millions)    Q4 ORGANIC SALES*($ in millions)  Organic Sales were up 7% in 2018    7% Growth  * See Appendix for a reconciliation on Non-GAAP figures    2% Growth 

 Adjusted EBITDA Growth  FYE ADJUSTED EBITDA*($ in millions)    Q4 ADJUSTED EBITDA*($ in millions)  Adjusted EBITDA was up 32% in the fourth quarter and up 22% in 2018    22% Growth  * See Appendix for a reconciliation on Non-GAAP figures    32% Growth 

 Adjusted Earnings Per Share  EARNINGS PER SHARE  Our value creation strategy is generating double digit Adjusted EPS growth    17% CAGRAdjusted EPS (Diluted)  * See Appendix for a reconciliation on Non-GAAP figures 

 ENDING CASH BALANCE($ in millions)  TOTAL DEBT($ in millions)  NET DEBT*($ in millions)  NET INCOME($ in millions)  Key Figures  * See Appendix for a reconciliation on Non-GAAP figures 

 ADJUSTED EBITDA*($ in millions)  NET DEBT / ADJUSTED EBITDA*  Key Figures (continued)  * See Appendix for a reconciliation on Non-GAAP figures  Total Debt / Net Income  10.6x  2.9x  5.0x  4.3x  12.3x  11.8x   

 Capital Allocation for Value Creation  Interface is investing in the business to fuel our value creation strategyWe returned $30M to shareholders in 2018 via dividends and stock repurchases  Strategic Acquisitions: $401MAcquired nora systems in August 2018  Capital Expenditures: $55MMaintenance capital expendituresTroup County Optimization  Dividends: $15MQuarterly dividend of $0.065 per share  Stock Repurchases: $14MRepurchased 615,000 shares in Q1 2018 

 Investment Highlights: Who We Are  leadingglobal provider of commercial flooring solutions  most valuable brand in the flooring category  strongest global sales & marketing capabilities  global manufacturing footprint and industry-leading gross margins  engaged, customer-centric culture, focused on performance and galvanized around our sustainability mission 

 Appendix  Appendix 

 Appendix: Reconciliation of Non-GAAP Figures 

 Appendix: Reconciliation of Non-GAAP Figures