INTERFACE INC
For the period ended Dec 29, 2024. Filed Feb 26, 2025.
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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.
FY2024 · Filed Feb 26, 2025
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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 Ended December 29, 2024
☐ 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)
| Georgia | 58-1451243 |
|---|---|
| (State of incorporation) | (I.R.S. Employer Identification No.) |
| 1280 West Peachtree Street | Atlanta | Georgia | 30309 |
|---|---|---|---|
| (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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered: |
|---|---|---|
| Common Stock, $0.10 Par Value Per Share | TILE | 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 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 filer þ Accelerated filero 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 28, 2024: $834,272,048 (56,830,521 shares valued at the closing sale price of $14.68 on June 28, 2024). See Item 12.
Number of shares outstanding of each of the registrant’s classes of Common Stock, as of February 14, 2025:
| Class | Number of Shares |
|---|---|
| Common Stock, $0.10 par value per share | 58,313,040 |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
| Page | |
|---|---|
| PART I | 3 |
| ITEM 1. BUSINESS | 3 |
| ITEM 1A. RISK FACTORS | 12 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 20 |
| ITEM 1C. CYBERSECURITY | 21 |
| ITEM 2. PROPERTIES | 22 |
| ITEM 3. LEGAL PROCEEDINGS | 23 |
| ITEM 4. MINE SAFETY DISCLOSURES | 23 |
| PART II | 24 |
| ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 24 |
| ITEM 6. [RESERVED] | 26 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 27 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 44 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 46 |
| CONSOLIDATED STATEMENTS OF OPERATIONS | 46 |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 47 |
| CONSOLIDATED BALANCE SHEETS | 48 |
| CONSOLIDATED STATEMENTS OF CASH FLOWS | 49 |
| NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | 50 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 100 |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 102 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 103 |
| ITEM 9A. CONTROLS AND PROCEDURES | 103 |
| ITEM 9B. OTHER INFORMATION | 103 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 103 |
| PART III | 104 |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 104 |
| ITEM 11. EXECUTIVE COMPENSATION | 105 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 105 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 105 |
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 105 |
| PART IV | 106 |
| ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 106 |
| SIGNATURES | 111 |
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