Form 8-K - Current report

UNITED STATES

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): September 5, 2024

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 Street NW	Atlanta	Georgia	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)

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

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 4.01 Changes in Registrant's Certifying Accountant

Following an extensive evaluation process, on September 5, 2024, Interface, Inc. (the “Company”), upon approval of the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, notified BDO USA, P.C. (“BDO”) of its dismissal as the Company’s independent registered public accounting firm effective upon completion by BDO of its audit of the Company’s consolidated financial statements for the fiscal year ending December 29, 2024 and the filing of the Company’s 2024 Annual Report on Form 10-K.

BDO’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and January 1, 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2023 and January 1, 2023, and the subsequent interim periods through September 5, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and BDO on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to BDO’s satisfaction, would have caused BDO to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company has requested that BDO furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of BDO’s letter, dated September 9, 2024, is filed as Exhibit 16.1 to this Form 8-K.

Following an extensive evaluation process, on September 5, 2024, the Audit Committee of Interface, Inc. (the “Company”) selected Ernst & Young, LLP (“EY”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 28, 2025, subject to completion of EY’s standard client acceptance procedures and execution of an engagement letter.

During the fiscal years ended December 31, 2023 and January 1, 2023 and the subsequent interim periods through September 5, 2024, neither the Company nor anyone acting on its behalf has consulted with EY regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Description
16.1			Letter from BDO USA, P.C. dated September 9, 202 4 .
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Bruce A. Hausmann
			Bruce A. Hausmann
			Chief Financial Officer
Date: September 9, 2024

September 9, 2024

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 5, 2024, to be filed by our client, Interface, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.

Very truly yours,

/s/ BDO USA, P.C.

Document and Entity Information Document	Sep. 05, 2024
Cover [Abstract]
Title of 12(b) Security	Common Stock, $0.10 Par Value Per Share
Document Type	8-K
Document Period End Date	Sep. 05, 2024
Entity Registrant Name	INTERFACE INC
Entity Incorporation, State or Country Code	GA
Entity File Number	001-33994
Entity Tax Identification Number	58-1451243
Entity Address, Address Line One	1280 West Peachtree Street NW
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	770
Local Phone Number	437-6800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000715787
Amendment Flag	false
Trading Symbol	TILE
Security Exchange Name	NASDAQ