Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except par values)
APRIL 5, 2026 DECEMBER 28, 2025
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 61,231 $ 71,323
Accounts receivable, net 163,303 174,457
Inventories, net 294,193 275,014
Prepaid expenses and other current assets 43,532 34,048
Total current assets 562,259 554,842
Property, plant and equipment, net 311,225 309,449
Operating lease right-of-use assets 73,395 78,191
Deferred tax assets
24,923 25,272
Goodwill and intangible assets, net 159,672 163,012
Other assets 74,314 75,756
Total assets $ 1,205,788 $ 1,206,522
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 88,123 $ 64,768
Accrued expenses 119,678 147,770
Current portion of operating lease liabilities 14,698 15,748
Current portion of long-term debt 8,789 8,778
Total current liabilities 231,288 237,064
Long-term debt 187,698 172,801
Operating lease liabilities 63,238 67,205
Deferred income taxes 23,199 23,365
Other long-term liabilities 65,780 65,413
Total liabilities 571,203 565,848
Commitments and contingencies (Note 14)
Shareholders’ equity
Preferred stock, par value $ 1.00 per share; 5,000 shares authorized; none issued or outstanding at April 5, 2026 and December 28, 2025
— —
Common stock, par value $ 0.10 per share; 120,000 shares authorized; 58,055 and 57,891 shares issued and outstanding at April 5, 2026 and December 28, 2025, respectively
5,805 5,789
Additional paid-in capital 228,032 248,910
Retained earnings 539,709 517,980
Accumulated other comprehensive loss – foreign currency translation ( 101,035 ) ( 92,691 )
Accumulated other comprehensive loss – pension liability ( 37,926 ) ( 39,314 )
Total shareholders’ equity 634,585 640,674
Total liabilities and shareholders’ equity $ 1,205,788 $ 1,206,522
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
THREE MONTHS ENDED
APRIL 5, 2026 MARCH 30, 2025
Net sales $ 331,037 $ 297,413
Cost of sales 204,314 186,450
Gross profit 126,723 110,963
Selling, general and administrative expenses 94,393 87,736
Operating income 32,330 23,227
Interest expense 2,665 4,415
Other expense, net
774 1,703
Income before income tax expense 28,891 17,109
Income tax expense 5,280 4,107
Net income $ 23,611 $ 13,002
Earnings per share – basic $ 0.41 $ 0.22
Earnings per share – diluted $ 0.40 $ 0.22
Common shares outstanding – basic 58,098 58,434
Common shares outstanding – diluted 59,010 59,173
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands)
THREE MONTHS ENDED
APRIL 5, 2026 MARCH 30, 2025
Net income $ 23,611 $ 13,002
Other comprehensive (loss) income, after tax:
Foreign currency translation adjustment ( 8,344 ) 15,834
Pension liability adjustment 1,388 ( 695 )
Other comprehensive (loss) income
( 6,956 ) 15,139
Comprehensive income $ 16,655 $ 28,141
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
THREE MONTHS ENDED
APRIL 5, 2026 MARCH 30, 2025
OPERATING ACTIVITIES:
Net income $ 23,611 $ 13,002
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 9,876 9,401
Share-based compensation expense 5,033 4,145
Deferred income taxes 677 ( 837 )
Amortization of acquired intangible assets — 1,255
Other 461 3,070
Working capital changes:
Accounts receivable 10,465 10,675
Inventories ( 21,185 ) ( 16,339 )
Prepaid expenses and other current assets ( 9,737 ) ( 3,438 )
Accounts payable and accrued expenses ( 5,663 ) ( 9,195 )
Cash provided by operating activities 13,538 11,739
INVESTING ACTIVITIES:
Capital expenditures ( 10,327 ) ( 7,467 )
Cash used in investing activities ( 10,327 ) ( 7,467 )
FINANCING ACTIVITIES:
Borrowings of long-term debt
41,752 —
Repayments of long-term debt
( 27,076 ) ( 122 )
Repurchases of common stock
( 12,000 ) —
Tax withholding payments for share-based compensation ( 13,937 ) ( 7,730 )
Dividends paid ( 138 ) ( 54 )
Finance lease payments ( 983 ) ( 762 )
Cash used in financing activities ( 12,382 ) ( 8,668 )
Net cash used in operating, investing and financing activities ( 9,171 ) ( 4,396 )
Effect of exchange rate changes on cash ( 921 ) 2,927
CASH AND CASH EQUIVALENTS:
Net decrease ( 10,092 ) ( 1,469 )
Balance, beginning of period 71,323 99,226
Balance, end of period $ 61,231 $ 97,757
See accompanying notes to consolidated condensed financial statements.
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INTERFACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
References in this Quarterly Report on Form 10-Q to “Interface,” “the Company,” “we,” “our,” “ours” and “us” refer to Interface, Inc. and its subsidiaries or any of them, unless the context requires otherwise.
As contemplated by the Securities and Exchange Commission (the “Commission”) instructions to Form 10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the Company’s year-end financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended December 28, 2025, as filed with the Commission.
The financial information included in this report has been prepared by the Company. In the opinion of management, the financial information included in this report contains all adjustments necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature unless otherwise disclosed. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The December 28, 2025, consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”).
The three-month period ended April 5, 2026 includes 14 weeks, and the three-month period ended March 30, 2025 includes 13 weeks.
Risks and Uncertainties
Ongoing global economic challenges including but not limited to inflation, government-imposed tariffs, supply chain disruptions, disruptions in global energy markets, the Russia-Ukraine war and conflicts in the Middle East, and slow market conditions in certain parts of the globe could cause economic uncertainty and volatility. The Company considered these impacts and subsequent general uncertainties and volatility in the global economy on the assumptions and estimates used herein. These uncertainties could result in a future material adverse effect to the amounts reported within the Company’s consolidated condensed financial statements if actual results differ from these estimates.
Recently Issued Accounting Pronouncements – Not Yet Adopted
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06 - “ Intangibles - Goodwill and Other Internal Use Software (Topic 350-40)”. This ASU amends the accounting for internal-use software costs by removing reference to prescriptive and sequential software development stages used to evaluate capitalizable costs. The ASU requires entities to consider whether significant uncertainties associated with development activities have been resolved prior to capitalization of software costs and aligns disclosure requirements with Accounting Standards Codification (“ASC”) 360, “ Property, Plant, and Equipment”. The new guidance in ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, and may be applied prospectively, retrospectively, or using a modified retrospective approach. Early adoption is permitted. The Company is currently evaluating the impact of this ASU to its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement Reporting - Comprehensive Income - Expense Disaggregation (Topic 220-40)”. This ASU requires public entities to provide additional footnote disclosures to disaggregate the cost and expense line items presented in the income statement into specific categories including (a) purchases of inventory; (b) employee compensation; (c) depreciation; and (d) intangible asset amortization. The ASU also requires qualitative disclosure of other relevant expense categories not separately disclosed, the total amount of selling expenses, and the definition of selling expenses in annual reporting periods. The new guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU to its consolidated financial statements.
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NOTE 2 – REVENUE RECOGNITION
The Company generates revenue from sales of modular carpet, resilient flooring, rubber flooring, and other flooring-related material, and from the installation of carpet and other flooring-related material. A summary of these revenue streams, as a percentage of net sales, for the three months ended April 5, 2026 and March 30, 2025 is as follows:
Three Months Ended
April 5, 2026 March 30, 2025
Revenue from the sale of flooring material 98 % 98 %
Revenue from installation of flooring material 2 % 2 %
Disaggregation of Revenue
For the three months ended April 5, 2026 and March 30, 2025, revenue from the Company’s customers is broken down by geography as follows:
Three Months Ended
Geography April 5, 2026 March 30, 2025
Americas 59 % 60 %
Europe 31 % 30 %
Asia-Pacific 10 % 10 %
Revenue from the Company’s customers in the Americas corresponds to the AMS reportable segment, and the EAAA reportable segment includes revenue from the Europe and Asia-Pacific geographies. See Note 10 entitled “Segment Information” for additional information.
For the three months ended April 5, 2026 and March 30, 2025, revenue by material market segment as a percentage of consolidated totals is as follows:
Three Months Ended
Market Segment April 5, 2026 March 30, 2025
Corporate Office
47 % 45 %
Education
17 % 18 %
Healthcare
10 % 10 %
Other
26 % 27 %
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NOTE 3 – INVENTORIES
Inventories are summarized as follows:
April 5, 2026 December 28, 2025
(in thousands)
Finished goods $ 218,259 $ 205,115
Work-in-process 20,869 17,418
Raw materials 55,065 52,481
Inventories, net $ 294,193 $ 275,014
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NOTE 4 – EARNINGS PER SHARE
The Company computes basic earnings per share (“EPS”) by dividing net income by the weighted average common shares outstanding, including participating securities outstanding, during the period as discussed below. Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings.
The Company includes all unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding for basic EPS as these awards are considered participating securities. Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock and are considered participating securities. As a result, the Company includes all outstanding restricted stock awards in the calculation of basic and diluted EPS. As of April 5, 2026, there were no unvested restricted stock awards. Any unvested share-based awards considered non-participating securities (restricted share units and performance shares) are included in diluted EPS calculations when the inclusion of these shares would be dilutive. The following table shows the computation of basic and diluted EPS:
Three Months Ended
April 5, 2026 March 30, 2025
(in thousands, except per share data)
Numerator:
Net income (1)
$ 23,611 $ 13,002
Denominator:
Weighted average shares outstanding 58,098 58,325
Participating securities — 109
Shares for basic EPS 58,098 58,434
Dilutive effect of non-participating securities 912 739
Shares for diluted EPS 59,010 59,173
Basic EPS $ 0.41 $ 0.22
Diluted EPS $ 0.40 $ 0.22
(1) Includes income attributable to participating securities, which was not material for the three months ended March 30, 2025.
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NOTE 5 – LONG-TERM DEBT
Long-term debt consisted of the following:
April 5, 2026 December 28, 2025
Outstanding Principal Interest Rate (1)
Outstanding Principal Interest Rate (1)
(in thousands) (in thousands)
Syndicated Credit Facility (2) :
Revolving loan borrowings $ 23,103 4.97 % $ 6,158 6.07 %
Term loan borrowings 173,573 4.93 % 175,621 5.09 %
Total borrowings under Syndicated Credit Facility 196,676 4.94 % 181,779 5.12 %
Total debt 196,676 181,779
Less: Unamortized debt issuance costs ( 189 ) ( 200 )
Total debt, net 196,487 181,579
Less: Current portion of long-term debt ( 8,789 ) ( 8,778 )
Total long-term debt, net $ 187,698 $ 172,801
(1) Represents the weighted average rate of interest for borrowings under the Syndicated Credit Facility, without the effect of unamortized debt issuance costs.
(2) The Syndicated Credit Facility also includes a multicurrency revolving loan facility up to $ 250 million.
Syndicated Credit Facility
The Company’s Syndicated Credit Facility (the “Facility”) provides to the Company U.S. denominated and multicurrency term loans and provides to the Company and certain of its subsidiaries a multicurrency revolving loan facility. Each of the Company’s material domestic subsidiaries guarantee the obligations of the Company under its Facility. The Facility matures December 3, 2030. At April 5, 2026, the Company had available borrowing capacity of $ 226.3 million under the revolving loan facility.
Interest on base rate loans is charged at varying rates computed by applying a margin depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. Interest on secured overnight financing rate based (“SOFR”) and alternative currency loans is charged at varying rates computed by applying a margin over the applicable SOFR rate or alternative currency rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. In addition, the Company pays a commitment fee per annum (depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.
Fees for commercial letters of credit are computed as a percentage of the amount available to be drawn under such letters of credit. Fees for standby letters of credit are charged at varying rates computed by applying a margin of the amount available to be drawn under such standby letters of credit, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter.
Under the Facility, the Company is required to make quarterly amortization payments of the term loan borrowings, which are due on the last day of the calendar quarter.
The Company is in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.
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NOTE 6 – SHAREHOLDERS’ EQUITY
The following tables depict the activity in the accounts which make up shareholders’ equity for the three months ended April 5, 2026 and March 30, 2025:
SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED
EARNINGS PENSION LIABILITY FOREIGN CURRENCY TRANSLATION ADJUSTMENT TOTAL
(in thousands, except per share data)
Balance, at December 28, 2025 57,891 $ 5,789 $ 248,910 $ 517,980 $ ( 39,314 ) $ ( 92,691 ) $ 640,674
Net income — — — 23,611 — — 23,611
Issuances of stock related to restricted share units and performance shares 1,065 106 ( 106 ) — — — —
Cash dividends declared, $ 0.03 per common share
— — — ( 1,882 ) — — ( 1,882 )
Compensation expense related to share-based plans, net of forfeitures and shares received for tax withholdings ( 440 ) ( 44 ) ( 8,818 ) — — — ( 8,862 )
Share repurchases
( 461 ) ( 46 ) ( 11,954 ) ( 12,000 )
Pension liability adjustment — — — — 1,388 — 1,388
Foreign currency translation adjustment — — — — — ( 8,344 ) ( 8,344 )
Balance, at April 5, 2026 58,055 $ 5,805 $ 228,032 $ 539,709 $ ( 37,926 ) $ ( 101,035 ) $ 634,585
SHARES COMMON STOCK ADDITIONAL PAID-IN CAPITAL RETAINED
EARNINGS PENSION LIABILITY FOREIGN CURRENCY TRANSLATION ADJUSTMENT TOTAL
(in thousands, except per share data)
Balance, at December 29, 2024 58,304 $ 5,830 $ 261,028 $ 405,441 $ ( 39,834 ) $ ( 143,317 ) $ 489,148
Net income — — — 13,002 — — 13,002
Issuances of stock related to restricted share units and performance shares 658 66 ( 66 ) — — — —
Cash dividends declared, $ 0.01 per common share
— — — ( 641 ) — — ( 641 )
Compensation expense related to share-based plans, net of forfeitures and shares received for tax withholdings ( 352 ) ( 35 ) ( 3,546 ) — — — ( 3,581 )
Pension liability adjustment — — — — ( 695 ) — ( 695 )
Foreign currency translation adjustment — — — — — 15,834 15,834
Balance, at March 30, 2025 58,610 $ 5,861 $ 257,416 $ 417,802 $ ( 40,529 ) $ ( 127,483 ) $ 513,067
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Repurchase of Common Stock
In May 2022, the Company adopted a share repurchase program in which the Company is authorized to repurchase up to $ 100 million of its outstanding shares of common stock. The program has no specific expiration date. During the three months ended April 5, 2026, the Company repurchased and retired 460,882 shares of common stock at a weighted average price of $ 26.04 per share pursuant to this program.
Stock Incentive Plan
The Company has share-based employee compensation plans, which are described more fully in Note 13 to the consolidated financial statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 .
Restricted Share Unit Awards
Compensation expense related to the restricted share units was $ 2.1 million and $ 1.8 million for the three months ended April 5, 2026 and March 30, 2025, respectively. The Company has reduced its expense for any restricted share units forfeited during the period.
The following table summarizes restricted share units outstanding as of April 5, 2026, as well as activity during the three months then ended:
Restricted Share Units Weighted Average
Grant Date
Fair Value
Outstanding at December 28, 2025 797,400 $ 15.88
Granted 216,700 31.51
Vested ( 429,500 ) 13.10
Forfeited or canceled ( 11,300 ) 20.20
Outstanding at April 5, 2026 573,300 $ 23.79
As of April 5, 2026, the unrecognized total compensation cost related to unvested restricted share units was $ 11.4 million. That cost is expected to be recognized by the first quarter of 2029.
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Performance Share Awards
The following table summarizes the performance shares outstanding as of April 5, 2026, as well as the activity during the three months then ended:
Performance Shares Weighted Average Grant Date Fair Value
Outstanding at December 28, 2025 1,070,300 $ 14.04
Granted 397,100 21.50
Vested ( 635,500 ) 10.79
Forfeited or canceled ( 14,500 ) 19.05
Outstanding at April 5, 2026 817,400 $ 20.10
Compensation expense related to the performance shares was $ 2.9 million and $ 2.0 million for the three months ended April 5, 2026 and March 30, 2025, respectively. The Company has reduced its expense for any performance shares forfeited during the period. Unrecognized compensation expense related to these performance shares was approximately $ 13.1 million as of April 5, 2026. The amount and timing of future compensation expense will depend on the performance of the Company. The compensation expense related to these outstanding performance shares is expected to be recognized by the first quarter of 2029.
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NOTE 7 – LEASES
The table below represents a summary of the balances recorded in the consolidated condensed balance sheets related to the Company’s leases as of April 5, 2026 and December 28, 2025:
April 5, 2026 December 28, 2025
Balance Sheet Location Operating Leases Finance Leases Operating Leases Finance Leases
(in thousands)
Operating lease right-of-use assets $ 73,395 $ 78,191
Current portion of operating lease liabilities $ 14,698 $ 15,748
Operating lease liabilities 63,238 67,205
Total operating lease liabilities $ 77,936 $ 82,953
Property, plant and equipment, net $ 10,522 $ 9,574
Accrued expenses $ 3,305 $ 3,155
Other long-term liabilities 7,611 6,817
Total finance lease liabilities $ 10,916 $ 9,972
As of April 5, 2026, there were no significant leases that had not commenced.
Lease Costs
Three Months Ended
April 5, 2026 March 30, 2025
(in thousands)
Finance lease cost:
Amortization of right-of-use assets $ 1,019 $ 848
Interest on lease liabilities 173 137
Operating lease cost 5,509 4,993
Short-term lease cost 156 171
Variable lease cost 690 773
Total lease cost $ 7,547 $ 6,922
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Other Supplemental Information
Three Months Ended
April 5, 2026 March 30, 2025
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for finance leases
$ 172 $ 131
Operating cash flows for operating leases
6,277 4,437
Financing cash flows for finance leases
983 762
Right-of-use assets obtained in exchange for new finance lease liabilities 2,071 548
Right-of-use assets obtained in exchange for new operating lease liabilities 795 2,929
Lease Term and Discount Rate
The table below presents the weighted average remaining lease terms and discount rates for finance and operating leases as of April 5, 2026 and December 28, 2025:
April 5, 2026 December 28, 2025
Weighted-average remaining lease term – finance leases (in years) 4.15 4.07
Weighted-average remaining lease term – operating leases (in years) 6.90 7.05
Weighted-average discount rate – finance leases 6.09 % 6.52 %
Weighted-average discount rate – operating leases 6.34 % 6.33 %
Maturity Analysis
A maturity analysis of lease payments under non-cancellable leases is presented as follows:
Fiscal Year Operating Leases Finance Leases
(in thousands)
2026 (excluding the three months ended April 5, 2026)
$ 14,069 $ 2,902
2027 17,304 3,413
2028 13,559 2,456
2029 11,431 1,498
2030 8,708 936
Thereafter 32,040 1,139
Total future minimum lease payments (undiscounted) 97,111 12,344
Less: Present value discount ( 19,175 ) ( 1,428 )
Total lease liabilities $ 77,936 $ 10,916
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NOTE 8 – EMPLOYEE BENEFIT PLANS
The Company has defined benefit and multi-employer pension plans, which are described more fully in Note 18 to the consolidated financial statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 .
During the three-month periods ended April 5, 2026 and March 30, 2025, the Company recorded multi-employer pension expense related to multi-employer contributions of $ 0.8 million and $ 0.7 million, respectively.
The following tables provide the components of net periodic benefit cost for the three months ended April 5, 2026 and March 30, 2025:
Three Months Ended
Defined Benefit Retirement Plans (Europe)
April 5, 2026 March 30, 2025
(in thousands)
Interest cost $ 1,857 $ 1,813
Expected return on plan assets ( 1,778 ) ( 1,938 )
Amortization of prior service cost 47 44
Amortization of net actuarial losses 410 375
Net periodic benefit cost $ 536 $ 294
Three Months Ended
Salary Continuation Plan April 5, 2026 March 30, 2025
(in thousands)
Interest cost $ 256 $ 275
Amortization of net actuarial losses 63 47
Net periodic benefit cost $ 319 $ 322
Three Months Ended
nora Defined Benefit Plan
April 5, 2026 March 30, 2025
(in thousands)
Service cost $ 95 $ 103
Interest cost 311 253
Amortization of net actuarial gains ( 190 ) ( 82 )
Net periodic benefit cost $ 216 $ 274
The service cost component of net periodic benefit costs is presented within operating income in the consolidated condensed statements of operations, while all other components of net periodic benefit costs are presented within other expense, net, in the consolidated condensed statements of operations.
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NOTE 9 – GOODWILL AND OTHER INTANGIBLE ASSETS
The ending balance and the change in the carrying amount of good will fo r the three months ended April 5, 2026 is as follows:
Goodwill (1)
(in thousands)
Balance, at December 28, 2025 $ 112,127
Foreign currency translation (2)
( 2,301 )
Balance, at April 5, 2026 $ 109,826
(1) The goodwill balance is allocated entirely to the AMS reportable segment.
(2) A portion of the goodwill balance is comprised of goodwill denominated in foreign currency attributable to the nora acquisition.
The net carrying value of intangible assets other than goodwill was $ 49.8 million and $ 50.9 million at April 5, 2026 and December 28, 2025, respectively.
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NOTE 10 – SEGMENT INFORMATION
The Company determines that an operating segment exists if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has operating results that are regularly reviewed by the chief operating decision maker (“CODM”), and (iii) has discrete financial information. Additionally, accounting standards require the utilization of a “management approach” to report the financial results of operating segments, which is based on information used by the CODM to assess performance and make operating and resource allocation decisions. The Company determined that it has two operating segments organized by geographical area – namely (a) Americas (“AMS”) and (b) Europe, Africa, Asia and Australia (collectively “EAAA”). The AMS operating segment includes the United States, Canada and Latin America geographic areas.
Pursuant to the management approach discussed above, the Company’s CODM, our chief executive officer, evaluates performance at the AMS and EAAA operating segment levels and makes operating and resource allocation decisions based on adjusted segment operating income (“AOI”). The CODM uses AOI to evaluate segment operating results compared to expectations. AOI is also used by the CODM to develop variable compensation targets and make capital spend decisions. AOI excludes: nora purchase accounting amortization and restructuring, asset impairment, severance, and other, net. Intersegment revenues for both the three months ended April 5, 2026 and March 30, 2025, were $ 28.0 million, respectively. Intersegment revenues are eliminated from net sales presented below since these amounts are not included in the information provided to the CODM.
The Company has determined that it has two reportable segments – AMS and EAAA, as each operating segment meets the quantitative thresholds defined in the accounting guidance.
The following table outlines information by reportable segment including net sales, significant segment expenses, and AOI. The table also includes a reconciliation to income before taxes for the three months ended April 5, 2026 and March 30, 2025.
Three Months Ended
April 5, 2026 March 30, 2025
AMS EAAA TOTAL AMS EAAA TOTAL
(in thousands)
Net sales $ 195,671 $ 135,366 $ 331,037 $ 179,937 $ 117,476 $ 297,413
Less: significant segment expenses (1)
Adjusted cost of sales (2)
117,368 86,946 108,527 76,668
Adjusted selling, general, & administrative expenses (3)
54,407 39,593 51,547 35,217
Segment AOI 23,896 8,827 32,723 19,863 5,591 25,454
Reconciliation of AOI to income before taxes
Restructuring, severance, asset impairment and other, net 393 973
Purchase accounting amortization
— 1,255
Interest expense 2,665 4,415
Other expense, net
774 1,703
Income before taxes $ 28,891 $ 17,109
(1) Significant segment expense categories and amounts align with segment level information that is regularly provided to the CODM, included in the measure of segment profit, and considered to be significant. Amounts include allocation of corporate overhead and global support costs. Intersegment expenses are excluded.
(2) Adjusted cost of sales excludes purchase accounting amortization.
(3) Adjusted selling, general, and administrative expenses exclude restructuring, asset impairment, severance, and other, net.
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Segment depreciation and amortization for the three months ended April 5, 2026 and March 30, 2025 is presented as follows:
Three Months Ended
April 5, 2026 March 30, 2025
(in thousands)
Depreciation and amortization
AMS $ 4,804 $ 4,587
EAAA 5,072 4,814
Total depreciation and amortization $ 9,876 $ 9,401
A reconciliation of the Company’s total operating segment assets to the corresponding consolidated amounts follows:
April 5, 2026 December 28, 2025
(in thousands)
Assets
AMS $ 570,229 $ 660,189
EAAA 616,948 619,663
Total segment assets 1,187,177 1,279,852
Corporate assets 110,094 98,853
Eliminations ( 91,483 ) ( 172,183 )
Total reported assets $ 1,205,788 $ 1,206,522
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NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information for the three months ended April 5, 2026 and March 30, 2025 is presented in the following table:
Three Months Ended
April 5, 2026 March 30, 2025
(in thousands)
Cash paid for interest $ 3,390 $ 169
See Note 7 entitled “Leases” for additional supplemental disclosures related to finance and operating leases.
Non-Cash Financing Activities
On February 24, 2026, the Company declared cash dividends on its common stock of $ 1.7 million, which were paid during the second quarter of 2026 to shareholders of record as of March 27, 2026. At April 5, 2026, the dividends were recorded within accrued expenses in the consolidated condensed balance sheet.
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NOTE 12 – INCOME TAXES
The Company determines its provision for income taxes for interim periods using an estimate of its annual effective tax rate (“AETR”) and records any changes affecting the estimated AETR in the interim period in which the change occurs, including discrete tax items.
During the three months ended April 5, 2026, the Company recorded a total income tax provision of $ 5.3 million on pre-tax income of $ 28.9 million resulting in an effective tax rate of 18.3 %, as compared to a total income tax provision of $ 4.1 million on pre-tax income of $ 17.1 million resulting in an effective tax rate of 24.0 % during the three months ended March 30, 2025. The decrease in the effective tax rate for the three months ended April 5, 2026, as compared to the three months ended March 30, 2025, was primarily due to higher excess tax benefits related to share-based compensation.
On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) published Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15 %. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Many non-U.S. tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. For fiscal year 2026, we expect to meet the Transitional Country-by-Country (“CbCR”) Safe Harbor rules for most if not all jurisdictions and do not expect these provisions to have a material impact on the Company’s financial statements. We will continue to closely monitor ongoing developments and evaluate any potential impact on future periods.
In 2026, the OECD issued a Side-by-Side package (“SbS”) that simplifies Pillar Two, creates new safe harbors, fully exempts U.S. parent groups from two of the three top-up taxes, and extends the CbCR Safe Harbor through fiscal year 2027. In certain jurisdictions, local legislative action is needed to effectuate the SbS agreement and cannot be considered in our accounting estimate until enactment.
In the first three months of 2026, the Company increased its liability for unrecognized tax benefits by $ 0.2 million. As of April 5, 2026, the Company had accrued approximately $ 5.1 million for unrecognized tax benefits.
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NOTE 13 – ITEMS RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE LOSS
Amounts reclassified out of accumulated other comprehensive loss (“AOCL”), before tax, to the consolidated condensed statements of operations during the three months ended April 5, 2026 and March 30, 2025 are reflected in the table below:
Three Months Ended
Statement of Operations Location April 5, 2026 March 30, 2025
(in thousands)
Amortization of benefit plan net actuarial losses and prior service cost Other expense, net
$ ( 330 ) $ ( 384 )
Total loss reclassified from AOCL $ ( 330 ) $ ( 384 )
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NOTE 14 – COMMITMENTS AND CONTINGENCIES
From time to time, we are a party to legal proceedings, whether arising in the ordinary course of business or otherwise. For additional information see disclosures set forth in Note 17 to the consolidated financial statements included in Item 8 of the Annual Report on Form 10-K for the fiscal year ended December 28, 2025 . There have been no material changes since December 28, 2025.
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NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounting standards establish a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure estimated fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under applicable accounting standards are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 Inputs to the valuation methodology include:
• quoted prices for similar assets in active markets;
• quoted prices for identical or similar assets in inactive markets;
• inputs other than quoted prices that are observable for the asset; and
• inputs that are derived principally or corroborated by observable data by correlation or other.
Level 3 Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following table presents the carrying values and estimated fair values, including the level within the fair value hierarchy, of certain financial instruments:
April 5, 2026 December 28, 2025
Carrying Value Fair Value (Level 1) Fair Value (Level 2) Carrying Value Fair Value (Level 1) Fair Value (Level 2)
(in thousands)
Assets:
Company-owned life insurance $ 23,091 $ — $ 23,091 $ 23,048 $ — $ 23,048
Deferred compensation investments 32,193 8,159 24,034 33,728 8,941 24,787
Liabilities (1) :
Borrowings under Syndicated Credit Facility (2)
196,676 — 196,676 181,779 — 181,779
(1) Carrying values are presented gross, excluding the impact of unamortized debt issuance costs and including amounts presented as current liabilities on the consolidated condensed balance sheets.
(2) The carrying value of borrowings under the Facility approximates fair value as the Facility bears variable interest rates that are similar to existing market rates. The fair value of borrowings under the Facility is estimated using observable market rates.
The fair value of Company-owned life insurance is measured on a readily determinable cash surrender value on a recurring basis.
Assets associated with the Company’s nonqualified savings plans are held in a rabbi trust and consist of investments in mutual funds and insurance contracts. The fair value of the mutual funds is derived from quoted prices in active markets. The fair value of the insurance contracts is based on observable inputs related to the performance measurement funds that shadow the deferral investment allocations made by participants in the nonqualified savings plans.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.