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Interface Announces Pending Sale of Its Fabrics Division
ATLANTA, June 20 /PRNewswire-FirstCall/
-- Interface, Inc. (NASDAQ:IFSIA)
, a worldwide floorcoverings and fabrics company, today
announced that it has entered into a definitive agreement to
sell its fabrics division in an all-cash transaction valued at
up to $70 million. The division, known as InterfaceFABRIC, is
a leading producer of interior fabrics and upholstery
products, which it markets under the Guilford of Maine(R),
Chatham(R) and Terratex(R) brands, and provides specialized
automotive textile solutions.
The fabrics division will be
sold to an affiliate of Sun Capital Partners, a leading
private investment firm. According to the terms of the
agreement, Interface will receive approximately $63.5 million
in cash proceeds at the closing of the transaction, with
potential for an additional $6.5 million in cash proceeds,
subject to the division meeting certain performance metrics
over the subsequent six to eighteen months period. The
transaction is expected to close during the third quarter,
subject to regulatory review and other customary closing
conditions. Upon closing, the transaction is expected to be
accretive to Interface's results by approximately $0.05 to
$0.08 per diluted share on an annualized basis. In the second
quarter of 2007, the Company expects to reflect the fabrics
division as discontinued operations in its financial
statements, and record an after-tax, non-cash loss of
approximately $9.0 million, or $0.15 per diluted share, as
well as other after-tax exit costs and expenses estimated at
$5.0 million, or $0.08 per diluted share, as a result of the
transaction (of these exit costs and expenses, the Company
estimates that between $3.8 million to $6.0 million represent
pre-tax cash costs and expenses). The final loss and expenses
related to the disposition will be determined after the
closing of the transaction based upon the closing balance
sheet of the division.
For the full year 2006, the
fabrics division generated revenue of $161.2 million and an
operating loss of $27.3 million, and had depreciation and
amortization of $9.4 million. These full year 2006 results
include the operations of Interface's former European fabrics
business, which was sold in April 2006. The divested European
fabrics business accounted for sales of $17.3 million and an
operating loss (after a $20.7 million goodwill impairment
charge) of $19.6 million in 2006.
"We are pleased to enter this
transaction with an affiliate of Sun Capital Partners and
believe that the sale of our fabrics division is a good
strategic and financial decision for Interface," said Daniel
T. Hendrix, President and Chief Executive Officer.
"Strategically, the sale will allow Interface management to
focus on leveraging the opportunities within our core modular
carpet and Bentley Prince Street divisions, which have
delivered consistently strong performance, while also
providing the fabrics division with the resources to execute
on its promising operating strategy. Financially, the
transaction is in keeping with our goal of reducing our
outstanding debt and further strengthening our balance sheet.
I'd like to thank the employees of our fabrics division for
their continuing dedication and hard work."
M. Steven Liff, a Managing
Director of Sun Capital Partners, added: "We are excited about
the opportunity for our affiliate to acquire Interface's
fabrics division. We believe that the market is robust for
commercial interiors and we see strong potential to increase
the efficiencies within the fabrics division while leveraging
its unique brands to enhance the division's future growth."
Interface, Inc. is a
recognized leader in the worldwide interiors market, offering
floorcoverings and fabrics. The Company is committed to the
goal of sustainability and doing business in ways that
minimize the impact on the environment while enhancing
shareholder value. The Company is the world's largest
manufacturer of modular carpet under the InterfaceFLOR, FLOR,
Heuga and Bentley Prince Street brands, and, through its
Bentley Prince Street brand, enjoys a leading position in the
high quality, designer-oriented segment of the broadloom
carpet market. The Company's InterfaceFABRIC business is a
leading producer of interior fabrics and upholstery products,
which it markets under the Guilford of Maine, Chatham and
Terratex brands, and provides specialized automotive textile
solutions.
Sun Capital Partners, Inc. is
a leading private investment firm focused on leveraged
buyouts, equity, debt, and other investments in market-leading
companies that can benefit from its in-house operating
professionals and experience. Sun Capital affiliates have
invested in and managed more than 155 companies worldwide with
combined sales in excess of $35.0 billion since Sun Capital's
inception in 1995. Sun Capital has offices in Boca Raton, Los
Angeles, and New York, as well as affiliates with offices in
London, Tokyo, and Shenzhen. For more information, please
visit www.SunCapPart.com.
Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995: Except
for historical information contained herein, the other matters
set forth in this news release are forward-looking statements.
The forward- looking statements set forth above involve a
number of risks and uncertainties that could cause actual
results to differ materially from any such statement,
including risks and uncertainties associated with economic
conditions in the commercial interiors industry as well as the
risks and uncertainties discussed under the heading "Risk
Factors" included in Item 1A of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2006, which
discussion is incorporated herein by this reference,
including, but not limited to, the discussion of specific
risks and uncertainties under the headings "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,"
"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," "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, including by restrictive taxation or other government
regulation and by foreign currency fluctuations," "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 could
have a material adverse effect on us," "We have a significant
amount of indebtedness, which could have important negative
consequences to us," "The market price of our common stock has
been volatile and the value of your investment may decline,"
"Our earnings in a future period could be adversely affected
by non-cash adjustments to goodwill, if a future test of
goodwill assets indicates a material impairment of those
assets," "Our Chairman, together with other insiders,
currently has sufficient voting power to elect a majority of
our Board of Directors," and "Our Rights Agreement could
discourage tender offers or other transactions for our stock
that could result in shareholders receiving a premium over the
market price for our stock." Any forward-looking statements
are made pursuant to the Private Securities Litigation Reform
Act of 1995 and, as such, speak only as of the date made. The
Company assumes no responsibility to update or revise
forward-looking statements made in this press release and
cautions readers not to place undue reliance on any such
forward-looking statements.
Source: Interface, Inc.
CONTACT: Daniel T. Hendrix,
President and Chief Executive Officer,
Patrick C. Lynch, Senior Vice President and Chief Financial
Officer,
+1-770-437-6800, both of Interface, Inc.; Christine Mohrmann,
Bob Joyce,
+1-212-850-5600, both of FD for Interface, Inc.
Web site:
http://www.suncappart.com/
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