SHAREHOLDERS’ EQUITY

Prior to March 5, 2012, the Company had two classes of common stock – Class A Common Stock and Class B Common Stock. The Company was authorized to issue 80 million shares of $0.10 par value Class A Common Stock and 40 million shares of $0.10 par value Class B Common Stock. The Class A and Class B Common Stock had identical voting rights except for the election or removal of directors. Holders of Class B Common Stock were entitled as a class to elect a majority of the Board of Directors. Under the terms of the Class B Common Stock, its special voting rights to elect a majority of the Board members would terminate irrevocably if the total outstanding shares of Class B Common Stock ever comprised less than ten percent of the Company’s total issued and outstanding shares of Class A and Class B Common Stock.

On March 5, 2012, the number of issued and outstanding shares of Class B Common Stock of the Company constituted less than 10% of the aggregate number of issued and outstanding shares of the Company’s Class A Common Stock and Class B Common Stock (that is, 6,459,556 shares of an aggregate of 65,372,375 shares), as the cumulative result of varied transactions that caused the conversion of shares of Class B Common Stock into shares of Class A Common Stock. Accordingly, in accordance with the respective terms for the Class B Common Stock and the Class A Common Stock in Article V of the Company’s Articles of Incorporation (the “Articles”), the Class A Common Stock and Class B Common Stock are now, irrevocably from March 5, 2012, a single class of Common Stock in all respects, with no distinction whatsoever between the voting rights or any other rights and privileges of the holders of Class A Common Stock and the holders of Class B Common Stock. The Company intends to eliminate uses of (or references to) the terms “Class A” and “Class B” in connection with the Common Stock, except for historical purposes or to facilitate transition by certain stock listing or administrative services organizations who are accustomed to the old designations for the Common Stock. Following the March 5, 2012 event, the Company is authorized to issue 120 million shares of $0.10 par value Common Stock.

The Company’s Common Stock is traded on the Nasdaq Global Select Market under the symbol TILE.

The Company paid dividends totaling $0.09 per share during 2012, $0.08 per share during 2011, and $0.0425 per share during 2010, to each share of Common Stock. The future declaration and payment of dividends is at the discretion of the Company’s Board, and depends upon, among other things, the Company’s investment policy and opportunities, results of operations, financial condition, cash requirements, future prospects, and other factors that may be considered relevant at the time of the Board’s determination. Such other factors include limitations contained in the agreement for its primary revolving credit facility and in the indentures for our public indebtedness, each of which specify conditions as to when any dividend payments may be made. As such, the Company may discontinue its dividend payments in the future if its Board determines that a cessation of dividend payments is proper in light of the factors indicated above.

All treasury stock is accounted for using the cost method.

The following tables depict the activity in the accounts which make up shareholders equity for the years 2012, 2011 and 2010.


	CLASS A SHARES		CLASS A AMOUNT		CLASS B SHARES			CLASS B AMOUNT			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS (DEFICIT)			PENSION LIABILITY			FOREIGN CURRENCY TRANSLATION ADJUSTMENT			NON- CONTROLLING INTEREST IN SUBSIDIARY
	(in thousands)
Balance, at January 3, 2010		56,521	$	5,649		6,774		$	679		$	343,348		$	(55,332	)	$	(33,186	)	$	(24,057	)	$	9,080
Net income		0		0		0			0			0			8,283			0			0			1,051
Conversion of common stock		159		16		(159	)		(16	)		0			0			0			0			0
Stock issuances under employee plans		631		64		0			0			2,726			0			0			0			0
Other issuances of common stock		0		0		530			53			6,418			0			0			0			0
Unamortized stock compensation expense related to restricted stock awards		0		0		0			0			(6,471	)		0			0			0			0
Cash dividends paid		0		0		0			0			0			(2,721	)		0			0			0
Forfeitures and compensation expense related to stock awards		0		0		0			0			4,540			0			0			0			0
Pension liability adjustment		0		0		0			0			0			0			1,990			0			0
Foreign currency translation adjustment		0		0		0			0			0			0			0			(2,212	)		458
Dividend to Noncontrolling Interest Partner		0		0		0			0			0			0			0			0			(7,444	)
Repurchase of Minority Interest		0		0		0			0			(899	)		0			0			0			(3,145	)

Balance, at January 2, 2011		57,311	$	5,729		7,145		$	716		$	349,662		$	(49,770	)	$	(31,196	)	$	(26,269	)	$	0


	CLASS A SHARES		CLASS A AMOUNT		CLASS B SHARES			CLASS B AMOUNT			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS (DEFICIT)			PENSION LIABILITY			FOREIGN CURRENCY TRANSLATION ADJUSTMENT
	(in thousands)
Balance, at January 2, 2011		57,311	$	5,729		7,145		$	716		$	349,662		$	(49,770	)	$	(31,196	)	$	(26,269	)
Net income		0		0		0			0			0			38,721			0			0
Conversion of common stock		593		59		(593	)		(59	)		0			0			0			0
Stock issuances under employee plans		502		50		0			0			210			0			0			0
Other issuances of common stock		0		0		527			53			11,336			0			0			0
Unamortized stock compensation expense related to restricted stock awards		0		0		0			0			(11,402	)		0			0			0
Cash dividends paid		0		0		0			0			0			(5,231	)		0			0
Forfeitures and compensation expense related to stock awards		0		0		0			0			11,594			0			0			0
Pension liability adjustment		0		0		0			0			0			0			(5,066	)		0
Foreign currency translation adjustment		0		0		0			0			0			0			0			(7,614	)
Other		0		0		0			0			0			(484	)		0			0
Balance, at January 1, 2012		58,406	$	5,839		7,078		$	709		$	361,400		$	(16,764	)	$	(36,262	)	$	(33,883	)


	SHARES			AMOUNT			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS (DEFICIT)			PENSION LIABILITY			FOREIGN CURRENCY TRANSLATION ADJUSTMENT
	(in thousands)
Balance, at January 1, 2012		65,484		$	6,548		$	361,400		$	(16,764	)	$	(36,262	)	$	(33,883	)
Net income		0			0			0			5,943			0			0
Stock issuances under employee option plans		160			16			2,030			0			0			0
Other issuances of common stock		573			58			7,564			0			0			0
Unamortized stock compensation expense related to restricted stock awards		0			0			(7,610	)		0			0			0
Cash dividends paid		0			0			0			(5,925	)		0			0
Forfeitures and compensation expense related to stock awards		(155	)		(16	)		3,293			0			0			0
Pension liability adjustment		0			0			0			0			771			0
Foreign currency translation adjustment		0			0			0			0			0			8,539
Other		0			0			0			0			0			0

Balance, at December 30, 2012		66,062		$	6,606		$	366,677		$	(16,746	)	$	(35,491	)	$	(25,344	)

Stock Options

The Company has an Omnibus Stock Incentive Plan (“Omnibus Plan”) under which a committee of independent directors is authorized to grant directors and key employees, including officers, options to purchase the Company’s Common Stock. Options are exercisable for shares of Common Stock at a price not less than 100% of the fair market value on the date of grant. The options become exercisable either immediately upon the grant date or ratably over a time period ranging from one to five years from the date of the grant. The Company’s options expire at the end of time periods ranging from three to ten years from the date of the grant. In May 2010, the shareholders approved an amendment and restatement of the Omnibus Plan. This amendment and restatement extended the term of the Omnibus Plan until February 2020, and set the number of shares authorized for issuance or transfer on or after the effective date of the amendment and restatement at 6,558,263 shares, except that each share issued pursuant to an award other than a stock option reduces the number of such authorized shares by 1.33 shares.

Accounting standards require that the Company measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair market 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 expense by the assumed forfeiture rate and will evaluate actual experience against the assumed forfeiture rate going forward. This expense reduction is not significant to the Company.

The Company recognized stock option compensation expense of $0.5 million in 2012, $0.8 million in 2011 and $1.2 million in 2010. The remaining unrecognized compensation cost related to unvested awards at December 30, 2012, approximated $0.1 million, and the weighted average period of time over which this cost will be recognized is approximately one year. The expense for stock options is included in selling, general and administrative expense on the Company’s consolidated statements of operations, as none of these stock options have been issued to production personnel.

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 2010 and 2011 (there were no stock options granted in 2012):


	FISCAL YEAR
	2011			2010
Risk free interest rate		0.9	%		2.1	%
Expected option life		5.75 years			5.75 years
Expected volatility		65	%		61	%
Expected dividend yield		0.5	%		0.4	%

The weighted average fair value of stock options (as of grant date) granted during the years 2011 and 2010 was $7.37 and $6.86, respectively, per share.

The following table summarizes stock options outstanding as of December 30, 2012, as well as activity during the previous fiscal year:


	Shares		Weighted Average Exercise Price
Outstanding at January 1, 2012		592,500	$	9.12
Granted		0		0
Exercised		160,000		9.33
Forfeited or cancelled		39,000		11.78

Outstanding at December 30, 2012 (a)		393,500	$	8.49

Exercisable at December 30, 2012 (b)		390,000	$	8.43

(a)	At December 30, 2012, the weighted-average remaining contractual life of options outstanding was 6.1 years.

(b)	At December 30, 2012, the weighted-average remaining contractual life of options exercisable was 6.1 years.

At December 30, 2012, the aggregate intrinsic values of in-the-money options outstanding and options exercisable were $2.9 million and $2.9 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).

The intrinsic value of stock options exercised in 2012, 2011 and 2010 was $0.9 million, $6.0 million and $5.5 million, respectively. The cash proceeds related to stock options exercised in 2012, 2011 and 2010 were $1.5 million, $2.7 million, and $3.1 million, respectively.

The tax benefit recognized with respect to stock options during the years 2012, 2011 and 2010 was not significant.


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding at December 30, 2012		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercisable at December 30, 2012		Weighted Average Exercise Price
$1.49 - 3.00		35,500		1.35	$	2.44		35,500	$	2.44
3.01 - 5.00		142,000		5.95		4.25		142,000		4.25
5.01 - 12.00		20,000		6.82		7.78		20,000		7.78
12.01 - 15.00		196,000		7.00		12.81		192,500		12.81

		393,500		6.1	$	8.49		390,000	$	8.43

Restricted Stock Awards

During fiscal years 2012, 2011 and 2010, the Company granted restricted stock awards totaling 573,000, 668,000 and 529,000, respectively, of 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. Additionally, these shares (or a portion thereof) could vest earlier upon the attainment of certain performance criteria, in the event of a change in control of the Company, or upon involuntary termination without cause.

Compensation expense related to the vesting of restricted stock was $3.3 million, $10.1 million and $2.9 million for 2012, 2011 and 2010, respectively. These grants are made primarily to executive-level personnel at the Company and, as a result, no compensation costs have been capitalized. 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 actual experience against the assumed forfeiture rate going forward. The forfeiture rate has been developed using historical data regarding actual forfeitures as well as an estimate of future expected forfeitures under our restricted stock grants.

The following table summarizes restricted stock activity as of December 30, 2012, and during the previous fiscal year:


	Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012		1,749,000	$	15.08
Granted		573,000		13.25
Vested		264,000		13.37
Forfeited or cancelled		84,500		14.87

Outstanding at December 30, 2012		1,973,500	$	14.79

As of December 30, 2012, the unrecognized total compensation cost related to unvested restricted stock was $9.9 million. That cost is expected to be recognized by the end of 2015.

As stated above, accounting standards require the Company to estimate forfeitures in calculating the expense related to stock-based compensation, as opposed to only recognizing these forfeitures and the corresponding reduction in expense as they occur.

The tax benefit recognized with respect to restricted stock during the years 2012, 2011 and 2010 was $0.7 million, $2.8 million, and $0.7 million, respectively.