Skip to main content

INTERFACE INC

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 28, 2024

TILE$30.74-18.7%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

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 Ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-33994

INTERFACE INC

(Exact name of registrant as specified in its charter)

Georgia58-1451243
(State of incorporation)(I.R.S. Employer Identification No.)
1280 West Peachtree StreetAtlantaGeorgia30309
(Address of principal executive offices)(zip code)

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

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered:
Common Stock, $0.10 Par Value Per ShareTILENasdaq 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 þ Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yeso 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 þ Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted 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 þ Noo

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

Large accelerated filero Accelerated filer þ Non-accelerated filero 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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

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

Aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2023: $498,487,536 (56,710,755 shares valued at the closing sale price of $8.79 on June 30, 2023). See Item 12.

Number of shares outstanding of each of the registrant’s classes of Common Stock, as of February 16, 2024:

ClassNumber of Shares
Common Stock, $0.10 par value per share58,200,963

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III.

TABLE OF CONTENTS

Page
PART I3
ITEM 1. BUSINESS3
ITEM 1A. RISK FACTORS12
ITEM 1B. UNRESOLVED STAFF COMMENTS20
ITEM 1C. CYBERSECURITY21
ITEM 2. PROPERTIES22
ITEM 3. LEGAL PROCEEDINGS23
ITEM 4. MINE SAFETY DISCLOSURES23
PART II24
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES24
ITEM 6. [RESERVED]26
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS27
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK43
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA45
CONSOLIDATED STATEMENTS OF OPERATIONS45
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME46
CONSOLIDATED BALANCE SHEETS47
CONSOLIDATED STATEMENTS OF CASH FLOWS48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS49
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM98
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM100
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE101
ITEM 9A. CONTROLS AND PROCEDURES101
ITEM 9B. OTHER INFORMATION101
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS101
PART III101
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE101
ITEM 11. EXECUTIVE COMPENSATION102
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS102
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE102
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES102
PART IV103
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES103
SIGNATURES108
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.