e10vq

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


		For Quarterly Period Ended July 3, 2011

Commission File Number 001-33994

INTERFACE, INC.

(Exact name of registrant as specified in its charter)


GEORGIA		58-1451243
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2859 PACES FERRY ROAD, SUITE 2000, ATLANTA, GEORGIA 30339

(Address of principal executive offices and zip code)

(770) 437-6800

(Registrant’s telephone number, including area code)

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 No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted 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 No o

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Shares outstanding of each of the registrant’s classes of common stock at August 5, 2011:


Class	Number of Shares
Class A Common Stock, $.10 par value per share		58,579,758
Class B Common Stock, $.10 par value per share		6,895,457

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)


	JULY 3, 2011			JANUARY 2, 2011
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	27,299		$	69,236
Accounts Receivable, net		163,173			151,463
Inventories		170,517			136,766
Prepaid Expenses and Other Current Assets		29,354			24,362
Deferred Income Taxes		9,780			10,062
Assets of Business Held for Sale		1,200			1,200

TOTAL CURRENT ASSETS		401,323			393,089

PROPERTY AND EQUIPMENT, less accumulated depreciation		188,290			177,792
DEFERRED TAX ASSET		50,798			53,022
GOODWILL		81,148			75,239
OTHER ASSETS		57,678			56,291

TOTAL ASSETS	$	779,237		$	755,433


LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	50,195		$	55,859
Accrued Expenses		100,680			112,657

TOTAL CURRENT LIABILITIES		150,875			168,516

SENIOR NOTES		282,990			282,951
SENIOR SUBORDINATED NOTES		11,477			11,477
DEFERRED INCOME TAXES		8,498			7,563
OTHER		35,079			36,054

TOTAL LIABILITIES		488,919			506,561

Commitments and Contingencies

SHAREHOLDERS’ EQUITY:
Preferred Stock		—			—
Common Stock		6,546			6,445
Additional Paid-In Capital		359,107			349,662
Retained Earnings (Deficit)		(30,228	)		(49,770	)
Accumulated Other Comprehensive Loss — Foreign Currency Translation Adjustment		(12,742	)		(26,269	)
Accumulated Other Comprehensive Loss — Pension Liability		(32,365	)		(31,196	)

TOTAL SHAREHOLDERS’ EQUITY		290,318			248,872

	$	779,237		$	755,433

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 AMOUNTS)


	THREE MONTHS ENDED					SIX MONTHS ENDED
	JULY 3, 2011		JULY 4, 2010			JULY 3, 2011		JULY 4, 2010

NET SALES	$	267,640	$	226,587		$	513,042	$	443,778
Cost of Sales		172,865		146,453			331,339		290,270


GROSS PROFIT ON SALES		94,775		80,134			181,703		153,508
Selling, General and Administrative Expenses		68,638		58,668			134,038		115,156
Restructuring Charge		—		—			—		3,131

OPERATING INCOME		26,137		21,466			47,665		35,221

Interest Expense		6,783		8,115			13,439		16,937
Bond Retirement Expense		—		—			—		1,085
Other Expense		171		447			49		545


INCOME FROM OPERATIONS BEFORE INCOME TAX EXPENSE		19,183		12,904			34,177		16,654
Income Tax Expense		6,369		4,896			11,539		6,540


NET INCOME		12,814		8,008			22,638		10,114

Income Attributable to Non-Controlling Interest in Subsidiary		—		(376	)		—		(612	)

NET INCOME ATTRIBUTABLE TO INTERFACE, INC.	$	12,814	$	7,632		$	22,638	$	9,502


Earnings Per Share Attributable to Interface, Inc. Common Shareholders — Basic	$	0.20	$	0.12		$	0.35	$	0.15


Earnings Per Share Attributable to Interface, Inc. Common Shareholders — Diluted	$	0.20	$	0.12		$	0.35	$	0.15


Common Shares Outstanding — Basic		65,398		63,515			65,108		63,423
Common Shares Outstanding — Diluted		65,677		64,118			65,363		63,917

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)


	SIX MONTHS ENDED
	JULY 3, 2011			JULY 4, 2010
OPERATING ACTIVITIES:
Net Income	$	22,638		$	10,114
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Premiums Paid to Repurchase Senior Notes		—			792
Depreciation and Amortization		13,112			11,415
Stock Compensation Amortization Expense		8,120			1,488
Deferred Income Taxes and Other		3,276			(929	)
Working Capital Changes:
Accounts Receivable		(7,995	)		(7,077	)
Inventories		(30,010	)		(14,024	)
Prepaid Expenses		(4,083	)		(7,412	)
Accounts Payable and Accrued Expenses		(26,442	)		18,277


CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:		(21,384	)		12,644


INVESTING ACTIVITIES:
Capital Expenditures		(18,814	)		(11,312	)
Other		(1,995	)		(628	)


CASH USED IN INVESTING ACTIVITIES:		(20,809	)		(11,940	)


FINANCING ACTIVITIES:
Repurchase of Senior Notes		—			(39,586	)
Other		(505	)		—
Premiums Paid to Repurchase Senior Notes		—			(792	)
Proceeds from Issuance of Common Stock		2,579			1,174
Dividends Paid		(2,612	)		(794	)


CASH USED IN FINANCING ACTIVITIES:		(538	)		(39,998	)


Net Cash Used in Operating, Investing and Financing Activities		(42,731	)		(39,294	)
Effect of Exchange Rate Changes on Cash		794			(2,901	)


CASH AND CASH EQUIVALENTS:
Net Change During the Period		(41,937	)		(42,195	)
Balance at Beginning of Period		69,236			115,363


Balance at End of Period	$	27,299		$	73,168

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — CONDENSED FOOTNOTES

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 audited consolidated financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended January 2, 2011, as filed with the Commission.

The financial information included in this report has been prepared by the Company, without audit. In the opinion of management, the financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The January 2, 2011, consolidated condensed balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

As described below in Note 9, the Company has sold its Fabrics Group business segment. The results of operations and related disposal costs, gains and losses for this business are classified as discontinued operations for all periods presented.

Additionally, certain prior period amounts have been reclassified to conform to the current period presentation.

NOTE 2 — INVENTORIES

Inventories are summarized as follows:


	July 3, 2011		January 2, 2011
	(In thousands)
Finished Goods	$	109,170	$	78,303
Work in Process		18,979		16,731
Raw Materials		42,368		41,732

	$	170,517	$	136,766

NOTE 3 — EARNINGS PER SHARE

The Company computes basic earnings per share (“EPS”) attributable to common shareholders by dividing income from continuing operations attributable to common shareholders, income from discontinued operations attributable to common shareholders and net income attributable to common shareholders, 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. Income attributable to non-controlling interest in subsidiary is included in the calculation of basic and diluted EPS from continuing operations, where applicable.

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The Company includes all unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, in the number of shares outstanding in our basic and diluted EPS calculations when the inclusion of these shares would be dilutive. As a result, the Company includes all outstanding restricted stock awards in the calculation of basic and diluted EPS. Distributed earnings include common stock dividends and dividends earned on unvested share-based payment awards. Undistributed earnings represent earnings that were available for distribution but were not distributed. Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock. The following tables show distributed and undistributed earnings:


	Three Months Ended				Six Months Ended
	July 3, 2011		July 4, 2010		July 3, 2011		July 4, 2010

Earnings Per Share

Basic Earnings Per Share Attributable to Common Shareholders:
Distributed Earnings	$	0.02	$	0.01	$	0.04	$	0.01
Undistributed Earnings		0.18		0.11		0.31		0.14

Total	$	0.20	$	0.12	$	0.35	$	0.15


Diluted Earnings Per Share Attributable to Common Shareholders:
Distributed Earnings	$	0.02	$	0.01	$	0.04	$	0.01
Undistributed Earnings		0.18		0.11		0.31		0.14

Total	$	0.20	$	0.12	$	0.35	$	0.15

The following tables present net income and net income attributable to Interface, Inc. that was attributable to participating securities:


	Three Months Ended				Six Months Ended
	July 3, 2011		July 4, 2010		July 3, 2011		July 4, 2010
	(In millions)
Net Income	$	0.3	$	0.2	$	0.6	$	0.2
Net Income Attributable to Interface, Inc.	$	0.3	$	0.1	$	0.6	$	0.2

The weighted average shares outstanding for basic and diluted EPS were as follows:


	Three Months Ended				Six Months Ended
	July 3, 2011		July 4, 2010		July 3, 2011		July 4, 2010
	(In thousands)
Weighted Average Shares Outstanding		63,623		62,277		63,333		62,185
Participating Securities		1,775		1,238		1,775		1,238

Shares for Basic Earnings Per Share		65,398		63,515		65,108		63,423
Dilutive Effect of Stock Options		279		603		255		494

Shares for Diluted Earnings Per Share		65,677		64,118		65,363		63,917

For the three-month periods ended July 3, 2011, and July 4, 2010, options to purchase 20,000 and 205,000 shares of common stock, respectively, were not included in the computation of diluted EPS as their impact would be anti-dilutive. For the six-month periods ended July 3, 2011, and July 4, 2010, options to purchase 20,000 and 245,000 shares of common stock, respectively, were not included in the computation of diluted EPS as their impact would be anti-dilutive.

NOTE 4 — SEGMENT INFORMATION

Based on the quantitative thresholds specified by accounting standards, the Company has determined that it has two reportable segments: (1) the Modular Carpet segment, which includes its InterfaceFLOR, Heuga and FLOR modular carpet businesses, as well as its Intersept antimicrobial sales and licensing program, and (2) the Bentley Prince Street segment, which includes its Bentley Prince Street broadloom, modular carpet and area rug businesses. In 2007, the Company sold its former Fabrics Group business segment (see Note 9 for further information). Accordingly, the Company has included the operations of the former Fabrics Group business segment in discontinued operations.

-8-

The accounting policies of the operating segments are the same as those described in the Summary of Significant Accounting Policies contained in the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2011, as filed with the Commission. Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of net sales, where intercompany sales have been eliminated. The chief operating decision-maker evaluates performance of the segments based on operating income. Costs excluded from this profit measure primarily consist of allocated corporate expenses, interest/other expense and income taxes. Corporate expenses are primarily comprised of corporate overhead expenses. Thus, operating income includes only the costs that are directly attributable to the operations of the individual segment. Assets not identifiable to any individual segment are corporate assets, which are primarily comprised of cash and cash equivalents, intangible assets and intercompany amounts, which are eliminated in consolidation.

Segment Disclosures

Summary information by segment follows:


	Modular		Bentley
	Carpet		Prince Street			Total
	(In thousands)
Three Months Ended July 3, 2011
Net Sales	$	240,566	$	27,074		$	267,640
Depreciation and Amortization		6,700		565			7,265
Operating Income		26,937		96			27,033

Three Months Ended July 4, 2010
Net Sales	$	202,695	$	23,892		$	226,587
Depreciation and Amortization		4,752		563			5,315
Operating Income (Loss)		25,374		(1,145	)		24,229


	Modular		Bentley
	Carpet		Prince Street			Total
	(In thousands)
Six Months Ended July 3, 2011
Net Sales	$	459,846	$	53,196		$	513,042
Depreciation and Amortization		14,803		1,123			15,926
Operating Income (Loss)		52,271		(61	)		52,210

Six Months Ended July 4, 2010
Net Sales	$	396,702	$	47,076		$	443,778
Depreciation and Amortization		8,417		1,122			9,539
Operating Income (Loss)		42,554		(2,556	)		39,998

A reconciliation of the Company’s total segment operating income, depreciation and amortization, and assets to the corresponding consolidated amounts follows:


	Three Months Ended						Six Months Ended
	July 3, 2011			July 4, 2010			July 3, 2011			July 4, 2010
	(In thousands)						(In thousands)
DEPRECIATION AND AMORTIZATION
Total segment depreciation and amortization	$	7,265		$	5,315		$	15,926		$	9,539
Corporate depreciation and amortization		1,385			1,464			5,306			3,364

Reported depreciation and amortization	$	8,650		$	6,779		$	21,232		$	12,903


OPERATING INCOME
Total segment operating income	$	27,033		$	24,229		$	52,210		$	39,998
Corporate income, expenses and other reconciling amounts		(896	)		(2,763	)		(4,545	)		(4,777	)

Reported operating income	$	26,137		$	21,466		$	47,665		$	35,221

-9-


	July 3, 2011		January 2, 2011
	(In thousands)
ASSETS
Total segment assets	$	667,659	$	610,024
Discontinued operations		1,200		1,200
Corporate assets and eliminations		110,378		144,209

Reported total assets	$	779,237	$	755,433

NOTE 5 — LONG-TERM DEBT

7 5/8% Senior Notes

On December 3, 2010, the Company completed a private offering of $275 million aggregate principal amount of 7 5/8% Senior Notes due 2018 (the “7 5/8% Senior Notes”). Interest on the 7 5/8% Senior Notes is payable semi-annually on June 1 and December 1, beginning June 1, 2011. The Company used the net proceeds from the sale of the 7 5/8% Senior Notes (plus cash on hand) in connection with the repurchase of approximately $141.9 million aggregate principal amount of the 11 3/8% Senior Secured Notes and approximately $98.5 million aggregate principal amount of the 9.5% Senior Subordinated Notes pursuant to a Company tender offer.

As of July 3, 2011, the balance of the 7 5/8% Senior Notes outstanding was $275 million. The estimated fair value of the 7 5/8% Senior Notes as of July 3, 2011, based on then current market prices, was $288.1 million.

11 3/8% Senior Secured Notes

On June 5, 2009, the Company completed a private offering of $150 million aggregate principal amount of 11 3/8% Senior Secured Notes due 2013 (the “11 3/8% Senior Secured Notes”). Interest on the 11 3/8% Senior Secured Notes is payable semi-annually on May 1 and November 1, beginning November 1, 2009. The 11 3/8% Senior Secured Notes are guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s domestic subsidiaries. The Senior Secured Notes are secured by a second-priority lien on substantially all of the Company’s and certain of the Company’s domestic subsidiaries’ assets that secure the Company’s domestic revolving credit facility on a first-priority basis.

As of July 3, 2011, the balance of the 11 3/8% Senior Secured Notes outstanding, net of the remaining unamortized original issue discount, was approximately $8.0 million. The estimated fair value of the Senior Secured Notes as of July 3, 2011, based on then current market prices, was $8.1 million.

9.5% Senior Subordinated Notes

On February 4, 2004, the Company completed a private offering of $135 million in 9.5% Senior Subordinated Notes due 2014. Interest on these notes is payable semi-annually on February 1 and August 1 beginning August 1, 2004. As of July 3, 2011, the Company had outstanding $11.5 million in 9.5% Senior Subordinated Notes due 2014 (the “9.5% Senior Subordinated Notes”). The estimated fair value of the 9.5% Senior Subordinated Notes as of July 3, 2011, based on then current market prices, was $11.5 million. During the first quarter of 2010, the Company redeemed $25.0 million aggregate principal amount of these notes at a price equal to 103.167% of the face value of the notes. Accordingly, the premium paid in connection with this redemption was approximately $0.8 million. In addition, the Company wrote off the portion of the unamortized debt issuance costs related to the redeemed bonds, an amount equal to $0.3 million. These expenses are contained in the “Bond Retirement Expense” line item in the Company’s consolidated condensed statements of operations.

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Credit Facilities

On June 24, 2011, the Company amended and restated its primary revolving credit facility. Under the amended and restated facility (the “Facility”), as under its predecessor, the Company’s obligations are secured by a first priority lien on substantially all of the assets of Interface, Inc. and each of its material domestic subsidiaries, which subsidiaries also guarantee the Facility. The maximum aggregate amount of loans and letters of credit available to the Company at any one time remains $100 million (with the option to further increase that amount to up to a maximum of $150 million — the same option amount as in its predecessor — subject to the satisfaction of certain conditions), subject to a borrowing base described in the Facility. The Facility differs from its predecessor in the following key respects:

•

The stated maturity date of the Facility has been extended to June 24, 2016.

•

The borrowing base governing borrowing availability has been expanded in certain respects.

•

The applicable interest rates and unused line fees have been reduced. Interest is now charged at varying rates computed by applying a margin ranging from 0.75% to 2.25% (reduced from the range of 1.75% to 4.00%) over a baseline rate (such as the prime interest rate or LIBOR), depending on the type of borrowing and the average excess borrowing availability during the most recently completed fiscal quarter. The unused line fee was reduced to 0.375% per annum from 0.75% per annum.

•

The negative covenants have been relaxed in certain respects, including with respect to the amount of other indebtedness and liens the Company may incur or allow to exist.

•

The dollar threshold to trigger the applicability of the Facility’s only financial covenant, a fixed charge coverage test, and the assertion of cash dominion by the lender group has been reduced.

•

The events of default have been amended to make certain of the events of default less restrictive by increasing the applicable dollar thresholds thereunder.

•

The lender group has been changed in certain respects, and the lending commitments have been reallocated among the lenders. In addition, the threshold of “Required Lenders” for purposes of certain amendments and consents under the Facility has been lowered to more than 50% of the aggregate amount of the lending commitments from more than 66 2/3% of the aggregate amount of the lending commitments.

As of July 3, 2011, there were zero borrowings and $5.2 million in letters of credit outstanding under the Facility. As of July 3, 2011, the Company could have incurred $83.2 million of additional borrowings under the Facility.

Interface Europe B.V. (the Company’s modular carpet subsidiary based in the Netherlands) and certain of its subsidiaries maintain a Credit Agreement with ABN AMRO Bank N.V. Under this Credit Agreement, ABN AMRO provides a credit facility, until further notice, for borrowings and bank guarantees in varying aggregate amounts over time. As of July 3, 2011, there were no borrowings outstanding under this facility, and the Company could have incurred €20 million (approximately $28.9 million) of additional borrowings under the facility.

Other non-U.S. subsidiaries of the Company have an aggregate of the equivalent of $17.8 million of lines of credit available. As of July 3, 2011, there were no borrowings outstanding under these lines of credit.

NOTE 6 — STOCK-BASED COMPENSATION

Stock Option Awards

In accordance with accounting standards, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period in which the employee is required to provide the services — the requisite service period (usually the vesting period) — in exchange for the award. The grant date fair value for options and similar instruments will be estimated using option pricing models. Under accounting standards, the Company is required to select a valuation technique or option pricing model. The Company uses the Black-Scholes model. Accounting standards require that the Company estimate forfeitures for stock options and reduce compensation expense accordingly. The Company has reduced its stock compensation expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

During the first six months of 2011 and 2010, the Company recognized stock option compensation costs of $0.6 million and $0.6 million, respectively. In the second quarters of 2011 and 2010, the Company recognized stock option compensation costs of $0.3 million and $0.3 million, respectively. The remaining unrecognized compensation cost related to unvested awards at July 3, 2011, approximated $0.9 million, and the weighted average period of time over which this cost will be recognized is approximately one year.

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants issued in the first six months of fiscal year 2010. There were no stock options granted in the first six months of 2011.


	Six Months Ended
	July 4, 2010
Risk free interest rate		2.3	%
Expected life	5.5 years
Expected volatility		61	%
Expected dividend yield		0.5	%

The weighted average grant date fair value of stock options granted during the first six months of fiscal 2010 was $4.14 per share.

The following table summarizes stock options outstanding as of July 3, 2011, as well as activity during the six months then ended:


			Weighted Average
	Shares		Exercise Price
Outstanding at January 2, 2011		1,148,500	$	5.75
Granted		—		—
Exercised		484,500		5.55
Forfeited or canceled		7,000		11.47

Outstanding at July 3, 2011		657,000	$	8.92


Exercisable at July 3, 2011		418,000	$	7.05

At July 3, 2011, the aggregate intrinsic value of in-the-money options outstanding and options exercisable was $7.2 million and $5.4 million, respectively (the intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option).

Cash proceeds and intrinsic value related to total stock options exercised during the first six months of fiscal years 2011 and 2010 are provided in the table below. The Company did not recognize any significant tax benefit with regard to stock options in either period presented.


	Six Months Ended
	July 3, 2011		July 4, 2010
	(In thousands)
Proceeds from stock options exercised	$	2,579	$	1,174
Intrinsic value of stock options exercised		5,819		2,660

Restricted Stock Awards

During the six months ended July 3, 2011, and July 4, 2010, the Company granted restricted stock awards for 668,000 and 27,000 shares, respectively, of Class B common stock. These awards (or a portion thereof) vest with respect to each recipient over a two to five year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date.

Compensation expense related to outstanding restricted stock grants was $8.1 million and $1.5 million for the six months ended July 3, 2011, and July 4, 2010, respectively. Accounting standards require that the Company estimate forfeitures for restricted stock and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

-12-

The following table summarizes restricted stock activity as of July 3, 2011, and during the six months then ended:


			Weighted Average
	Shares		Grant Date Fair Value
Outstanding at January 2, 2011		1,740,000	$	13.04
Granted		668,000		17.08
Vested		600,000		12.23
Forfeited or canceled		33,000		14.13

Outstanding at July 3, 2011		1,775,000	$	15.03

As of July 3, 2011, the unrecognized total compensation cost related to unvested restricted stock was approximately $15.0 million. That cost is expected to be recognized by the end of 2014.

For the six months ended July 3, 2011, and July 4, 2010, the Company recognized tax benefits with regard to restricted stock of $2.1 million and $0.3 million, respectively.

NOTE 7 — EMPLOYEE BENEFIT PLANS

The following tables provide the components of net periodic benefit cost for the three-month and six-month periods ended July 3, 2011, and July 4, 2010, respectively:


	Three Months Ended						Six Months Ended
Defined Benefit Retirement Plan (Europe)	July 3, 2011			July 4, 2010			July 3, 2011			July 4, 2010
	(In thousands)						(In thousands)
Service cost	$	74		$	86		$	145		$	178
Interest cost		2,932			2,616			5,770			5,379
Expected return on assets		(3,041	)		(2,670	)		(5,975	)		(5,492	)
Amortization of prior service costs		21			21			42			44
Recognized net actuarial (gains)/losses		155			397			305			813

Net periodic benefit cost	$	141		$	450		$	287		$	922


	Three Months Ended				Six Months Ended
Salary Continuation Plan (SCP)	July 3, 2011		July 4, 2010		July 3, 2011		July 4, 2010
	(In thousands)				(In thousands)
Service cost	$	98	$	86	$	196	$	171
Interest cost		284		280		568		561
Amortization of transition obligation		55		55		110		110
Amortization of prior service cost		12		12		24		24
Amortization of loss		95		68		185		137

Net periodic benefit cost	$	544	$	501	$	1,083	$	1,003

NOTE 8 — 2010 RESTRUCTURING CHARGE

In the first quarter of 2010, the Company adopted a restructuring plan primarily related to workforce reduction in its European modular carpet operations. This reduction was in response to the continued challenging economic climate in that region. Smaller amounts were incurred in connection with restructuring activities in the Americas. A total of approximately 50 employees were affected by this restructuring plan. In connection with this plan, the Company recorded a pre-tax restructuring charge of $3.1 million. Substantially all of this charge involved cash expenditures, primarily severance expenses. Actions and expenses related to this plan were substantially completed in the first quarter of 2010.

-13-

A summary of these restructuring activities is presented below:


	Total
	Restructuring		Costs Incurred		Costs Incurred		Balance at
	Charge		in 2010		in 2011		July 3, 2011
	(In thousands)
Workforce reduction	$	3,131	$	2,674	$	391	$	66

The table below details these restructuring activities by segment:


	Modular		Bentley
	Carpet		Prince Street		Corporate		Total
	(In thousands)

Total amounts expected to be incurred	$	2,951	$	180	$	—	$	3,131
Cumulative amounts incurred to date		2,885		180		—		3,065
Total amounts incurred in the six-month period ended July 3, 2011		391		—		—		391

NOTE 9 — DISCONTINUED OPERATIONS

In 2007, the Company sold its Fabrics Group business segment. All activity related to this business has been included in discontinued operations. Assets and liabilities of this business segment have been reported in assets and liabilities held for sale for all reported periods.

Discontinued operations had no net sales and no net income or loss in either of the three-month or six-month periods ended July 3, 2011 and July 4, 2010.

NOTE 10 — SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $11.2 million and $15.7 million for the six months ended July 3, 2011, and July 4, 2010, respectively. Income tax payments amounted to $11.1 million and $7.5 million for the six months ended July 3, 2011, and July 4, 2010, respectively.

NOTE 11 — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (“FASB”) amended an accounting standard regarding the presentation of comprehensive income. This amendment will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity. The amended guidance, which must be applied retroactively, is effective for interim and annual periods ending after December 31, 2012, with earlier adoption permitted. As this amendment only effects presentation, there is not expected to be any impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued new accounting guidance to amend the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. Such criteria now require performing Step 2 if qualitative factors indicate that it is more likely than not that an impairment to goodwill exists. This recent guidance is effective for fiscal years beginning after December 15, 2010, as well as for interim periods within such years. The adoption of this standard did not have any significant impact on the Company’s consolidated condensed financial statements.

-14-

In October 2009, the FASB issued a new accounting standard which provides guidance for arrangements with multiple deliverables. Specifically, the new standard requires an entity to allocate consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices. In the absence of vendor-specific objective evidence or third-party evidence of the selling prices, consideration must be allocated to the deliverables based on management’s best estimate of the selling prices. In addition, the new standard eliminates the use of the residual method of allocation. The standard became effective for the Company in the first quarter of 2011. The adoption of this standard did not have any significant impact on the Company’s consolidated financial statements.

NOTE 12 — INCOME TAXES

Accounting standards require that all tax positions be analyzed using a two-step approach. The first step requires an entity to determine if a tax position is more-likely-than-not to be sustained upon examination. In the second step, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, that is more-likely-than-not to be realized upon ultimate settlement. In the first six months of 2011, the Company increased its liability for unrecognized tax benefits by $0.5 million. As of July 3, 2011, the Company had accrued approximately $8.7 million for unrecognized tax benefits.

NOTE 13 — SUPPLEMENTAL CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

The Guarantor Subsidiaries, which consist of the Company’s principal domestic subsidiaries, are guarantors of the Company’s 11 3/8% Senior Secured Notes due 2013, its 9.5% Senior Subordinated Notes due 2014 and its 7 5/8% Senior Notes due 2018. These guarantees are full and unconditional. The Supplemental Guarantor Financial Statements are presented herein pursuant to requirements of the Commission.

-15-

INTERFACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JULY 3, 2011


			NON-		INTERFACE, INC.			CONSOLIDATION
	GUARANTOR		GUARANTOR		(PARENT			AND ELIMINATION			CONSOLIDATED
	SUBSIDIARIES		SUBSIDIARIES		CORPORATION)			ENTRIES			TOTALS
	(In thousands)
Net sales	$	172,328	$	138,845	$	—		$	(43,533	)	$	267,640
Cost of sales		126,770		89,628		—			(43,533	)		172,865

Gross profit on sales		45,558		49,217		—			—			94,775
Selling, general and administrative expenses		29,577		33,341		5,720			—			68,638

Operating income		15,981		15,876		(5,720	)		—			26,137
Interest/Other expense		12,031		3,418		(8,495	)		—			6,954

Income (loss) before taxes on income and equity in income of subsidiaries		3,950		12,458		2,775			—			19,183
Income tax expense (benefit)		1,311		4,136		922			—			6,369
Equity in income (loss) of subsidiaries		—		—		10,961			(10,961	)		—

Net income (loss)		2,639		8,322		12,814			(10,961	)		12,814
Net income (loss) attributable to Interface, Inc.	$	2,639	$	8,322	$	12,814		$	(10,961	)	$	12,814

-16-

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 3, 2011


								CONSOLIDATION
			NON-		INTERFACE, INC.			AND
	GUARANTOR		GUARANTOR		(PARENT			ELIMINATION			CONSOLIDATED
	SUBSIDIARIES		SUBSIDIARIES		CORPORATION)			ENTRIES			TOTALS
	(In thousands)
Net sales	$	329,525	$	270,449	$	—		$	(86,932	)	$	513,042
Cost of sales		244,123		174,148		—			(86,932	)		331,339

Gross profit on sales		85,402		96,301		—			—			181,703
Selling, general and administrative expenses		55,900		62,839		15,299			—			134,038

Operating income (loss)		29,502		33,462		(15,299	)		—			47,665
Interest/Other expense		12,831		6,926		(6,269	)		—			13,488
Income (loss) before taxes on income and equity in income of subsidiaries		16,671		26,536		(9,030	)		—			34,177
Income tax expense (benefit)		5,697		8,990		(3,148	)		—			11,539
Equity in income (loss) of subsidiaries		—		—		28,520			(28,520	)		—

Net income (loss)		10,974		17,546		22,638			(28,520	)		22,638
Net income (loss) attributable to Interface, Inc.	$	10,974	$	17,546	$	22,638		$	(28,520	)	$	22,638

-17-

CONDENSED CONSOLIDATING BALANCE SHEET

JULY 3, 2011


				NON-			INTERFACE, INC.			CONSOLIDATION
	GUARANTOR			GUARANTOR			(PARENT			AND ELIMINATION			CONSOLIDATED
	SUBSIDIARIES			SUBSIDIARIES			CORPORATION)			ENTRIES			TOTALS
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,210		$	23,039		$	3,050		$	—		$	27,299
Accounts receivable		67,981			94,571			621			—			163,173
Inventories		92,450			78,067			—			—			170,517
Prepaids and deferred income taxes		9,745			18,576			10,813			—			39,134
Assets of business held for sale		—			1,200			—			—			1,200

Total current assets		171,386			215,453			14,484			—			401,323
Property and equipment less accumulated depreciation		83,598			99,756			4,936			—			188,290
Investment in subsidiaries		264,098			222,470			84,607			(571,175	)		—
Goodwill		6,954			74,194			—			—			81,148
Other assets		6,232			12,859			89,385			—			108,476

	$	532,268		$	624,732		$	193,412		$	(571,175	)	$	779,237


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities	$	51,454		$	109,689		$	(10,268	)	$	—		$	150,875
Senior notes and senior subordinated notes		—			—			294,467			—			294,467
Deferred income taxes		1,614			11,175			(4,291	)		—			8,498
Other		1,978			5,083			28,018			—			35,079

Total liabilities		55,046			125,947			307,926			—			488,919

Common stock		94,145			102,199			6,546			(196,344	)		6,546
Additional paid-in capital		249,302			12,525			359,107			(261,827	)		359,107
Retained earnings (deficit)		135,182			417,460			(470,974	)		(111,896	)		(30,228	)
Foreign currency translation adjustment		(1,407	)		(4,510	)		(5,717	)		(1,108	)		(12,742	)
Pension liability		—			(28,889	)		(3,476	)		—			(32,365	)

	$	532,268		$	624,732		$	193,412		$	(571,175	)	$	779,237

-18-

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JULY 3, 2011


				NON-			INTERFACE, INC.			CONSOLIDATION AND
	GUARANTOR			GUARANTOR			(PARENT			ELIMINATION			CONSOLIDATED
	SUBSIDIARIES			SUBSIDIARIES			CORPORATION)			ENTRIES			TOTALS
	(In thousands)
Net cash provided by (used for) operating activities	$	(21,126	)	$	(152	)	$	2,804		$	(2,910	)	$	(21,384	)

Cash flows from investing activities:
Purchase of plant and equipment		(10,006	)		(8,456	)		(352	)		—			(18,814	)
Other		(79	)		(24	)		(1,892	)		—			(1,995	)

Net cash used for investing activities		(10,085	)		(8,480	)		(2,244	)		—			(20,809	)

Cash flows from financing activities:
Other		31,335			(1,724	)		(33,026	)		2,910			(505	)
Proceeds from issuance of common stock		—			—			2,579			—			2,579
Dividends paid		—			—			(2,612	)		—			(2,612	)

Net cash provided by (used for) financing activities		31,335			(1,724	)		(33,059	)		2,910			(538	)
Effect of exchange rate change on cash		—			794			—			—			794

Net increase (decrease) in cash		124			(9,562	)		(32,499	)		—			(41,937	)
Cash at beginning of period		1,086			32,601			35,549			—			69,236

Cash at end of period	$	1,210		$	23,039		$	3,050		$	—		$	27,299

-19-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011, under Item 7 of that Form 10-K. Our discussions here focus on our results during the quarter and six months ended, or as of, July 3, 2011, and the comparable periods of 2010 for comparison purposes, and, to the extent applicable, any material changes from the information discussed in that Form 10-K or other important intervening developments or information since that time. These discussions should be read in conjunction with that Form 10-K for more detailed and background information.

Forward-Looking Statements

This report contains statements which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include 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 January 2, 2011, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

7 5/8% Senior Notes

On December 3, 2010, we completed a private offering of $275 million aggregate principal amount of 7 5/8% Senior Notes due 2018 (the “7 5/8% Senior Notes”). Interest on the 7 5/8% Senior Notes is payable semi-annually on June 1 and December 1, beginning June 1, 2011. We used the net proceeds from the sale of the 7 5/8% Senior Notes (plus cash on hand) in connection with the repurchase of approximately $141.9 million aggregate principal amount of our 11 3/8% Senior Secured Notes and approximately $98.5 million aggregate principal amount of our 9.5% Senior Subordinated Notes pursuant to a Company tender offer.

Restructuring Plan

In the first quarter of 2010, we adopted a restructuring plan primarily related to workforce reduction in our European modular carpet operations. This reduction was in response to the continued challenging economic climate in that region. Smaller amounts were incurred in connection with restructuring activities in the Americas. A total of approximately 50 employees were affected by this restructuring plan. In connection with this plan, we recorded a pre-tax restructuring charge of $3.1 million. Substantially all of this charge involved cash expenditures, primarily severance expenses. Actions and expenses related to this plan were substantially completed in the first quarter of 2010.

Discontinued Operations

In 2007, we sold our Fabrics Group business segment. In accordance with applicable accounting standards, we have reported the results of operations for the former Fabrics Group business segment for all periods reflected herein, as “discontinued operations.”

Our discontinued operations had no net sales and no net income or loss in either of the three-month or six-month periods ended July 3, 2011 and July 4, 2010.

General

During the quarter ended July 3, 2011, we had net sales of $267.6 million, compared with net sales of $226.6 million in the second quarter last year. Fluctuations in currency exchange rates positively impacted 2011 second quarter sales by 6% (approximately $13 million), compared with the prior year period. During the first six months of fiscal year 2011, we had net sales of $513.0 million, compared with net sales of $443.8 million in the first six months of last year. Fluctuations in currency exchange rates positively impacted sales in the first six months of 2011 by 4% (approximately $17.0 million), compared with the prior year period.

-20-

Included in our results for the six months ended July 4, 2010 is $1.1 million of bond retirement expenses (comprised of $0.8 million of premiums and $0.3 million of write-offs of unamortized debt issuance costs) related to the partial redemption of our 9.5% Senior Subordinated Notes discussed in the Note entitled “Long-Term Debt” in Item 1. Also included in the six-month period ended July 4, 2010 is $3.1 million of restructuring charges, as described above.

During the second quarter of 2011, we had net income attributable to Interface, Inc. of $12.8 million, or $0.20 per diluted share, compared with net income attributable to Interface, Inc. of $7.6 million, or $0.12 per diluted share, in the second quarter of 2010. Net income in the second quarter of 2011 was $12.8 million, or $0.20 per diluted share, compared with net income of $8.0 million, or $0.12 per diluted share, in the second quarter of 2010.

During the six months ended July 3, 2011, we had net income attributable to Interface, Inc. of $22.6 million, or $0.35 per diluted share, compared with net income attributable to Interface, Inc. of $9.5 million, or $0.15 per diluted share, in the first six months of 2010. Net income was $22.6 million, or $0.35 per diluted share, in the six months ended July 3, 2011, compared with net income of $10.1 million, or $0.15 per diluted share, in the first six months of 2010.

Results of Operations

The following table presents, as a percentage of net sales, certain items included in our Consolidated Condensed Statements of Operations for the three-month and six-month periods ended July 3, 2011, and July 4, 2010, respectively:


	Three Months Ended						Six Months Ended
	July 3, 2011			July 4, 2010			July 3, 2011			July 4, 2010

Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		64.6			64.6			64.6			65.4

Gross profit on sales		35.4			35.4			35.4			34.6
Selling, general and administrative expenses		25.6			25.9			26.1			25.9
Restructuring charge		—			—			—			0.7

Operating income		9.8			9.5			9.3			7.9
Bond retirement expense		—			—			—			0.2
Interest/Other expenses		2.6			3.8			2.6			3.9

Income from operations before tax expense		7.2			5.7			6.7			3.8
Income tax expense		2.4			2.2			2.2			1.5

Net income		4.8			3.5			4.4			2.3
Net income attributable to Interface, Inc.		4.8			3.4			4.4			2.1

Below we provide information regarding net sales for each of our operating segments, and analyze those results for the three-month and six-month periods ended July 3, 2011, and July 4, 2010, respectively.

Net Sales by Business Segment

Net sales by operating segment and for our Company as a whole were as follows for the three-month and six-month periods ended July 3, 2011, and July 4, 2010, respectively:


	Three Months Ended				Percentage
Net Sales By Segment	July 3, 2011		July 4, 2010		Change
	(In thousands)
Modular Carpet	$	240,566	$	202,695		18.7	%
Bentley Prince Street		27,074		23,892		13.3	%

Total	$	267,640	$	226,587		18.1	%

-21-


	Six Months Ended				Percentage
Net Sales By Segment	July 3, 2011		July 4, 2010		Change
	(In thousands)
Modular Carpet	$	459,846	$	396,702		15.9	%
Bentley Prince Street		53,196		47,076		13.0	%

Total	$	513,042	$	443,778		15.6	%

Modular Carpet Segment. For the quarter ended July 3, 2011, net sales for the Modular Carpet segment increased $37.9 million (18.7%) versus the comparable period in 2010. On a geographic basis, we experienced increases in net sales in all regions for the quarter ended July 3, 2011 versus the comparable period in 2010, with our Americas, Europe and Asia-Pacific regions experiencing sales growth of 16%, 27%, and 11%, respectively, during the quarter. (Europe experienced 11% sales growth in local currency.) Globally, these increases were primarily attributable to the continued general rebound of the corporate office market, growth in our non-office commercial segments, particularly in the education, government, and healthcare segments, and increasing demand in emerging markets due to an improving overall economic climate. Sales growth in the Americas was driven primarily by the improving corporate office market (up 24%), as well increases in the government (up 19%), education (up 14%) and healthcare (up 29%) market segments. Only the retail segment (down 17%) showed a decline in the Americas. Sales growth in Europe was driven primarily by the corporate office market (up 37% in U.S. dollars, 20% in local currency), but we also saw sales increases in other market segments, particularly in the education (up 31% in U.S. dollars, 15% in local currency) market segment. These increases in Europe were mitigated by a decline in the healthcare (down 20% in U.S. dollars, 30% in local currency) market segment. Asia-Pacific also experienced sales increases in the corporate office market (up 19%), as well as increases in all non-office market segments with the exception of government (down 45%).

For the six months ended July 3, 2011, net sales for the Modular Carpet segment increased $63.1 million (15.9%) versus the comparable period in 2010. On a geographic basis, we experienced increases in net sales in all regions for the six months ended July 3, 2011 versus the comparable period in 2010, with our Americas, Europe and Asia-Pacific regions experiencing sales growth of 12%, 20%, and 20%, respectively, during the period. (Europe experienced 12% sales growth in local currency.) The recovery of the corporate office market segment was the primary driver of these increases, coupled with growth from our end market diversification strategy and emerging markets. Sales growth in the Americas was due to increases in the corporate office market (up 24%) as well as the government (up 14%), education (up 6%) and healthcare (up 14%) market segments. These increases were partially offset by decreases in the retail (down 7%) and hospitality (down 23%) market segments. Sales growth in Europe was attributable to an increase in the corporate office market (up 23% in U.S. dollars, 16% in local currency) as well as increases in the government (up 29% in U.S. dollars, 21% in local currency), education (up 20% in U.S. dollars, 11% in local currency) and retail (up 10% in U.S. dollars, 4% in local currency) market segments. These increases in Europe were somewhat offset by a decline in the hospitality (down 10% in U.S. dollars, 16% in local currency) market segment. Asia-Pacific saw increases across all market segments with the exception of government (down 23%), with the corporate office market being the most significant increase (up 22%) versus the comparable period in 2010.

Bentley Prince Street Segment. In our Bentley Prince Street segment, net sales for the quarter ended July 3, 2011 increased $3.2 million ($13.3%) versus the comparable period in 2010. The strength of the corporate office market (up 40%) was the primary driver behind this increase. We also saw increases in the education (up 19%) and residential (up 87%) market segments. These increases were partially offset by decreases in the government (down 58%), healthcare (down 26%) and hospitality (down 46%) market segments.

For the six months ended July 3, 2011, net sales for the Bentley Prince Street segment increased $6.1 million (13%) versus the comparable period in 2010. This increase was primarily attributed to the corporate office market (up 33%) as well as increases in the retail (up 29%) and residential (up 30%) market segments. These increases were somewhat mitigated by decreases in the government (down 31%) and healthcare (down 33%) market segments.

-22-

Cost and Expenses

Company Consolidated. The following table presents, on a consolidated basis for our operations, our overall cost of sales and selling, general and administrative expenses for the three-month and six-month periods ended July 3, 2011, and July 4, 2010, respectively:


	Three Months Ended				Percentage
Cost and Expenses	July 3, 2011		July 4, 2010		Change
	(In thousands)
Cost of sales	$	172,865	$	146,453		18.0	%
Selling, general and administrative expenses		68,638		58,668		17.0	%

Total	$	241,503	$	205,121		17.7	%


	Six Months Ended				Percentage
Cost and Expenses	July 3, 2011		July 4, 2010		Change
	(In thousands)
Cost of sales	$	331,339	$	290,270		14.1	%
Selling, general and administrative expenses		134,038		115,156		16.4	%

Total	$	465,377	$	405,426		14.8	%

For the quarter ended July 3, 2011, our cost of sales increased $26.4 million (18.0%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $8.0 million (5%) of the increase. The primary components of the increase in cost of sales were increases in raw materials costs (approximately $18 million) and labor costs (approximately $2.6 million) associated with higher production and sales volumes in the second quarter of 2011 compared with the prior year period. Our raw materials prices in the second quarter of 2011 were approximately 10-12% higher than raw materials prices in the corresponding period of the prior year. As a percentage of net sales, cost of sales remained consistent at 64.6% for the second quarter of 2011, versus 64.6% in the second quarter of 2010, as the increased raw materials costs were offset by the increased absorption of fixed manufacturing costs associated with higher sales and production volumes.

For the six months ended July 3, 2011, our costs of sales increased $41.1 million (14.1%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $11.0 million (4%) of the increase. The primary components of the increase in cost of sales were increases in raw materials costs (approximately $27 million) and labor costs (approximately $4 million) associated with higher production and sales volumes in the first six months of 2011 compared with the prior year period. Our raw materials prices in the first six months of 2011 were approximately 10-12% higher than raw materials prices in the corresponding period of the prior year. As a percentage of net sales, cost of goods sold decreased to 64.6% for the six months ended July 3, 2011, versus 65.4% in the comparable period in prior year. This decrease is due primarily to increased absorption of fixed costs associated with higher sales volumes, as well as improved manufacturing efficiency and costs controls, especially in our Bentley Prince Street business segment. This improvement was somewhat offset by the increased price for raw materials experienced by both our Modular Carpet and Bentley Prince Street business segments.

For the quarter ended July 3, 2011, our selling, general and administrative expenses increased $10.0 million (17.0%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $3.5 million (6%) of this increase. The primary components of the increase in selling, general and administrative expenses were (1) a $4.9 million increase in selling expenses, commensurate with the increase in sales as well as continued investments in our consumer market and end market diversification strategy, and (2) a $2.6 million increase in marketing expenses, primarily in international markets as we continue to invest in our worldwide brand presence. Despite these increases, as a percentage of net sales, selling, general and administrative expenses decreased slightly to 25.6% for the quarter ended July 3, 2011, versus 25.9% for the quarter ended July 4, 2010. This decrease as a percentage of sales was due to the strong sales growth experienced during the quarter ended July 3, 2011.

For the six months ended July 3, 2011, our selling, general and administrative expenses increased $18.9 million (16.4%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $4.5 million (4%) of this increase. The primary components of the increase in selling, general and administrative expenses were (1) an $8.9 million increase in selling expenses due to the increased sales volume during the period, as well as continued investment in our selling strategies, (2) a $6.9 million increase in overall administrative costs due, in part, to increases in non-cash incentive based pay during the first six months of 2011, and (3) a $2.5 million increase in marketing expenses as we invest in our marketing platforms around the world. Due to these increases, as a percentage of net sales, selling, general and administrative expenses increased slightly to 26.1% for the six months ended July 3, 2011, versus 25.9% for the corresponding period in 2010.

-23-

Cost and Expenses by Segment. The following table presents the combined cost of sales and selling, general and administrative expenses for each of our operating segments:


Cost of Sales and Selling, General and	Three Months Ended				Percentage
Administrative Expenses (Combined)	July 3, 2011		July 4, 2010		Change
	(In thousands)
Modular Carpet	$	213,630	$	177,331		20.5	%
Bentley Prince Street		26,978		25,027		7.8	%
Corporate Expenses and Eliminations		895		2,763		(67.6	%)

Total	$	241,503	$	205,121		17.7	%


Cost of Sales and Selling, General and	Six Months Ended				Percentage
Administrative Expenses (Combined)	July 3, 2011		July 4, 2010		Change
	(In thousands)
Modular Carpet	$	407,025	$	351,215		15.9	%
Bentley Prince Street		53,257		49,434		7.7	%
Corporate Expenses and Eliminations		5,095		4,777		6.7	%

Total	$	465,377	$	405,426		14.8	%

Interest Expense

For the three-month period ended July 3, 2011, interest expense decreased $1.3 million to $6.8 million versus $8.1 million in the comparable period in 2010. This decrease was due to the issuance of our 7 5/8% Senior Notes in the fourth quarter of 2010, the proceeds of which we used to complete the previously discussed tender offer for substantially all of our 11 3/8% Senior Secured Notes, as well as a portion of our outstanding 9.5% Senior Subordinated Notes. Our use of the proceeds from our 7 5/8% Senior Notes to retire higher interest debt led to a significant reduction in our quarterly interest expense, as compared to the second quarter of 2010. For the six-month period ended July 3, 2011, interest expense decreased by $3.5 million to $13.4 million versus $16.9 million in the comparable period in 2010 due to the factors identified above, as well as the redemption of $39.6 million of debt in the first quarter of 2010. As the first quarter of 2011 did not have this debt outstanding as compared to the first quarter of 2010, the decrease in interest expense was even more pronounced in the six-month period ended July 3, 2011 versus the three-month period ended July 3, 2011.

Liquidity and Capital Resources

General

At July 3, 2011, we had $27.3 million in cash. At that date, we had no borrowings and $5.2 million in letters of credit outstanding under our domestic revolving credit facility, and no borrowings outstanding under our European credit facility. As of July 3, 2011, we could have incurred $83.2 million of additional borrowings under our domestic revolving credit facility and €20.0 million (approximately $28.9 million) of additional borrowings under our European credit facility. In addition, we could have incurred an additional $17.8 million of borrowings under our other credit facilities in place at other non-U.S. subsidiaries.

Analysis of Cash Flows

Our primary source of cash during the six months ended July 3, 2011 was $2.6 million of cash received as a result of exercises of employee stock options. Our primary uses of cash during this period were (1) $30.0 million due to increased inventory levels as we produce to meet anticipated demand for the second half of 2011, (2) $26.4 million due to decreases in accounts payable and accruals, and (3) $18.8 million for capital expenditures.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our discussion below in this Item 3 is based upon the more detailed discussions of our market risk and related matters included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2011, under Item 7A of that Form 10-K. Our discussion here focuses on the period ended July 3, 2011, and any material changes from (or other important intervening developments since the time of) the information discussed in that Form 10-K. This discussion should be read in conjunction with that Form 10-K for more detailed and background information.

At July 3, 2011, we recognized a $13.5 million increase in our foreign currency translation adjustment account compared to January 2, 2011, primarily because of the weakening of the U.S. dollar against certain foreign currencies, particularly the Euro.

Sensitivity Analysis. For purposes of specific risk analysis, we use sensitivity analysis to measure the impact that market risk may have on the fair values of our market sensitive instruments.

To perform sensitivity analysis, we assess the risk of loss in fair values associated with the impact of hypothetical changes in interest rates and foreign currency exchange rates on market sensitive instruments. The market value of instruments affected by interest rate and foreign currency exchange rate risk is computed based on the present value of future cash flows as impacted by the changes in the rates attributable to the market risk being measured. The discount rates used for the present value computations were selected based on market interest and foreign currency exchange rates in effect at July 3, 2011. The values that result from these computations are compared with the market values of these financial instruments at July 3, 2011. The differences in this comparison are the hypothetical gains or losses associated with each type of risk.

As of July 3, 2011, based on a hypothetical immediate 150 basis point increase in interest rates, with all other variables held constant, the market value of our fixed rate long-term debt would be impacted by a net decrease of approximately $23.1 million. Conversely, a 150 basis point decrease in interest rates would result in a net increase in the market value of our fixed rate long-term debt of approximately $25.7 million.

As of July 3, 2011, a 10% decrease or increase in the levels of foreign currency exchange rates against the U.S. dollar, with all other variables held constant, would result in a decrease in the fair value of our financial instruments of $10.6 million or an increase in the fair value of our financial instruments of $8.7 million, respectively. As the impact of offsetting changes in the fair market value of our net foreign investments is not included in the sensitivity model, these results are not indicative of our actual exposure to foreign currency exchange risk.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Act”), pursuant to Rule 13a-14(c) under the Act. Based on that evaluation, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-25-

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various legal proceedings in the ordinary course of business, none of which is required to be disclosed under this Item 1.

ITEM 1A. RISK FACTORS

There are no material changes in risk factors in the second quarter of 2011. For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for fiscal year 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

On August 8, 2011, Ray C. Anderson, founder and Chairman of the Company, died at age 77 after a 20-month battle with cancer. The Company expects to elect a successor Chairman at its Board of Directors meeting in October 2011.

ITEM 6. EXHIBITS

The following exhibits are filed with this report:


EXHIBIT
NUMBER			DESCRIPTION OF EXHIBIT
10.1			Seventh Amended and Restated Credit Agreement, dated as of June 24, 2011, among Interface, Inc., InterfaceFLOR, LLC, the lenders listed therein, Wells Fargo Bank, National Association, and Bank of America, N.A. (included as Exhibit 99.1 to the Company’s current report on Form 8-K filed June 30, 2011, previously filed with the Commission and incorporated herein by reference).
31.1			Section 302 Certification of Chief Executive Officer.
31.2			Section 302 Certification of Chief Financial Officer.
32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101.INS			XBRL Instance Document (filed electronically herewith).
101.SCH			XBRL Taxonomy Extension Schema Document (filed electronically herewith).
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith).
101.LAB			XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith).
101.PRE			XBRL Taxonomy Presentation Linkbase Document (filed electronically herewith).
101.DEF			XBRL Taxonomy Definition Linkbase Document (filed electronically herewith).

-26-


	PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

Consolidated Condensed Balance Sheets — July 3, 2011 and January 2, 2011		3

Consolidated Condensed Statements of Operations — Three Months and Six Months Ended July 3, 2011 and July 4, 2010		4

Consolidated Statements of Comprehensive Income (Loss) — Three Months and Six Months Ended July 3, 2011 and July 4, 2010		5

Consolidated Condensed Statements of Cash Flows — Six Months Ended July 3, 2011 and July 4, 2010		6

Notes to Consolidated Condensed Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures about Market Risk		25

Item 4. Controls and Procedures		25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		26

Item 1A. Risk Factors		26

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26

Item 3. Defaults Upon Senior Securities		26

Item 4. Removed and Reserved		26

Item 5. Other Information		26

Item 6. Exhibits		26

EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


	THREE MONTHS ENDED					SIX MONTHS ENDED
	JULY 3, 2011		JULY 4, 2010			JULY 3, 2011		JULY 4, 2010

Net Income	$	12,814	$	8,008		$	22,638	$	10,114
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment and Pension Liability Adjustment		4,092		(14,149	)		12,358		(21,462	)

Comprehensive Income (Loss)		16,906		(6,141	)		34,996		(11,348	)

Comprehensive Income Attributable to Non-Controlling Interest in Subsidiary		—		(358	)		—		(874	)

Comprehensive Income (Loss) Attributable to Interface, Inc.	$	16,906	$	(6,499	)	$	34,996	$	(12,222	)


	INTERFACE, INC.
Date: August 11, 2011	By:	/s/ Patrick C. Lynch
		Patrick C. Lynch
		Senior Vice President (Principal Financial Officer)

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