SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For Quarterly Period Ended October 2, 2011

April 1, 2012

Commission File Number 001-33994

INTERFACE, INC.

(Exact name of registrant as specified in its charter)

GEORGIA 
GEORGIA58-1451243

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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.    Yesþx    Noo¨

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 (oror for such shorter period that the registrant was required to submit and post such files).    Yesþx    Noo¨

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 filerox  Accelerated filerþ ¨
Non-accelerated filero¨  Smaller reporting companyo¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yeso¨    Noþx

Shares outstanding of each of the registrant’s classes of common stock at November 4, 2011:

May 6, 2012:

Class

 
Class

Number of Shares

Class A Common Stock, $.10 par value per share 58,598,808
Class B Common Stock, $.10 par value per share6,880,40765,961,892

 

 


INTERFACE, INC.

INDEX

PAGE
      PAGE 
FINANCIAL INFORMATION
Item 1.

Financial Statements

   3  
    

   3  
    

   4  
    

   5  
    

   6  
    

   7  
  Item 2.  

18
Item 3.

Quantitative and Qualitative Disclosures about Market Risk

   21  
Item 4.

Controls and Procedures

   22  

PART II.

OTHER INFORMATION
Item 3. Quantitative and Qualitative Disclosures about Market Risk1.

Legal Proceedings

   2622  
Item 1A.

Risk Factors

   22  
  26
Item 2.  
27
27

   2723  
27
27
27
27
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 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


PART I — FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTSItem 3.

Defaults Upon Senior Securities

23
Item 4.

Removed and Reserved

23
Item 5.

Other Information

23
Item 6.

Exhibits

23


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(IN THOUSANDS)

         
  OCT. 2, 2011  JAN. 2, 2011 
  (UNAUDITED)     
ASSETS        
CURRENT ASSETS:        
Cash and Cash Equivalents $44,386  $69,236 
Accounts Receivable, Net  158,009   151,463 
Inventories  171,116   136,766 
Prepaid Expenses and Other Current Assets  28,365   24,362 
Deferred Income Taxes  9,110   10,062 
Assets of Business Held for Sale  1,200   1,200 
       
TOTAL CURRENT ASSETS  412,186   393,089 
         
PROPERTY AND EQUIPMENT, Less Accumulated Depreciation  188,070   177,792 
DEFERRED TAX ASSET  46,997   53,022 
GOODWILL  76,566   75,239 
OTHER ASSETS  55,486   56,291 
       
TOTAL ASSETS $779,305  $755,433 
       
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
CURRENT LIABILITIES:        
Accounts Payable $57,481  $55,859 
Accrued Expenses  96,261   112,657 
       
TOTAL CURRENT LIABILITIES  153,742   168,516 
         
SENIOR NOTES  283,010   282,951 
SENIOR SUBORDINATED NOTES  11,477   11,477 
DEFERRED INCOME TAXES  8,471   7,563 
OTHER  34,074   36,054 
       
TOTAL LIABILITIES  490,774   506,561 
         
Commitments and Contingencies        
         
SHAREHOLDERS’ EQUITY:        
Preferred Stock      
Common Stock  6,546   6,445 
Additional Paid-In Capital  360,184   349,662 
Retained Earnings (Deficit)  (19,369)  (49,770)
Accumulated Other Comprehensive Loss — Foreign Currency Translation Adjustment  (27,601)  (26,269)
Accumulated Other Comprehensive Loss — Pension Liability  (31,229)  (31,196)
       
TOTAL SHAREHOLDERS’ EQUITY  288,531   248,872 
       
  $779,305  $755,433 
       

   APRIL 1, 2012  JANUARY 1, 2012 
   (UNAUDITED)    

ASSETS

   

CURRENT ASSETS:

   

Cash and Cash Equivalents

   63,083    50,635  

Accounts Receivable, net

   126,649    156,170  

Inventories

   171,902    166,073  

Prepaid Expenses and Other Current Assets

   27,663    23,407  

Deferred Income Taxes

   12,336    9,699  
  

 

 

  

 

 

 

TOTAL CURRENT ASSETS

   401,633    405,984  

PROPERTY AND EQUIPMENT, less accumulated depreciation

   196,845    190,119  

DEFERRED TAX ASSET

   49,027    47,290  

GOODWILL

   76,497    74,557  

OTHER ASSETS

   55,768    54,322  
  

 

 

  

 

 

 

TOTAL ASSETS

   779,770    772,272  
  

 

 

  

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

CURRENT LIABILITIES:

   

Accounts Payable

   50,618    55,289  

Accrued Expenses

   104,277    93,884  
  

 

 

  

 

 

 

TOTAL CURRENT LIABILITIES

   154,895    149,173  

SENIOR NOTES

   283,050    283,030  

SENIOR SUBORDINATED NOTES

   11,477    11,477  

DEFERRED INCOME TAXES

   8,734    8,391  

OTHER

   38,346    39,162  
  

 

 

  

 

 

 

TOTAL LIABILITIES

   496,502    491,233  

Commitments and Contingencies

   

SHAREHOLDERS’ EQUITY:

   

Preferred Stock

   —      —    

Common Stock

   6,594    6,548  

Additional Paid-In Capital

   363,841    361,400  

Accumulated Deficit

   (24,005  (16,764

Accumulated Other Comprehensive Income – Foreign Currency Translation Adjustment

   (26,009  (33,883

Accumulated Other Comprehensive Income – Pension Liability

   (37,153  (36,262
  

 

 

  

 

 

 

TOTAL SHAREHOLDERS’ EQUITY

   283,268    281,039  
  

 

 

  

 

 

 
   779,770    772,272  
  

 

 

  

 

 

 

See accompanying notes to consolidated condensed financial statements.

 

-3-


INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

                 
  THREE MONTHS ENDED  NINE MONTHS ENDED 
  OCT. 2, 2011  OCT. 3, 2010  OCT. 2, 2011  OCT. 3, 2010 
                 
NET SALES $273,106  $252,724  $786,148  $696,502 
Cost of Sales  178,681   163,244   510,020   453,514 
             
GROSS PROFIT ON SALES  94,425   89,480   276,128   242,988 
                 
Selling, General and Administrative Expenses  69,087   61,441   203,125   176,597 
Restructuring Charge           3,131 
             
OPERATING INCOME  25,338   28,039   73,003   63,260 
                 
Interest Expense  6,428   8,409   19,867   25,346 
Bond Retirement Expenses           1,085 
Other Expense (Income)  (175)  463   (126)  1,008 
             
                 
INCOME BEFORE INCOME TAX EXPENSE  19,085   19,167   53,262   35,821 
Income Tax Expense  6,917   6,825   18,456   13,365 
             
                 
NET INCOME  12,168   12,342   34,806   22,456 
                 
Income Attributable to Non-Controlling Interest in Subsidiary     (264)     (876)
             
NET INCOME ATTRIBUTABLE TO INTERFACE, INC. $12,168  $12,078  $34,806  $21,580 
             
                 
Earnings Per Share Attributable to Interface, Inc. Common Shareholders — Basic $0.19  $0.19  $0.53  $0.34 
             
                 
Earnings Per Share Attributable to Interface, Inc. Common Shareholders — Diluted $0.19  $0.19  $0.53  $0.34 
             
                 
Common Shares Outstanding — Basic  65,469   64,025   65,228   63,623 
Common Shares Outstanding — Diluted  65,676   64,578   65,457   64,106 

   THREE MONTHS ENDED 
   APRIL 1, 2012  APRIL 3, 2011 

NET SALES

  $232,760   $245,402  

Cost of Sales

   156,557    158,474  
  

 

 

  

 

 

 

GROSS PROFIT ON SALES

   76,203    86,928  

Selling, General and Administrative Expenses

   59,368    65,400  

Restructuring and Asset Impairment Charge

   16,316    —    
  

 

 

  

 

 

 

OPERATING INCOME

   519    21,528  

Interest Expense

   6,653    6,656  

Other Expense (Income)

   437    (122
  

 

 

  

 

 

 

INCOME (LOSS) BEFORE INCOME TAX EXPENSE

   (6,571  14,994  

Income Tax Expense (Benefit)

   (637  5,170  
  

 

 

  

 

 

 

NET INCOME (LOSS)

  $(5,934 $9,824  
  

 

 

  

 

 

 

Earnings (Loss) Per Share– Basic

  $(0.09 $0.15  
  

 

 

  

 

 

 

Earnings (Loss) Per Share– Diluted

  $(0.09 $0.15  
  

 

 

  

 

 

 

Common Shares Outstanding – Basic

   63,443    64,822  

Common Shares Outstanding – Diluted

   63,443    65,190  

See accompanying notes to consolidated condensed financial statements.

 

-4-


INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(IN THOUSANDS)

                 
  THREE MONTHS ENDED  NINE MONTHS ENDED 
  OCT. 2, 2011  OCT. 3, 2010  OCT. 2, 2011  OCT. 3, 2010 
                 
Net Income $12,168  $12,342  $34,806  $22,456 
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment and Pension Liability Adjustment  (13,723)  23,247   (1,365)  1,786 
             
Comprehensive Income (Loss) $(1,555) $35,589  $33,441  $24,242 
                 
Comprehensive Income Attributable to Non-Controlling Interest in Subsidiary     (1,081)     (1,957)
             
Comprehensive Income (Loss) Attributable to Interface, Inc. $(1,555) $34,508  $33,441  $22,285 
             

   THREE MONTHS ENDED 
   APRIL 1, 2012  APRIL 3, 2011 

Net Income (Loss)

  $(5,934 $9,824  

Other Comprehensive Income, Foreign Currency Translation

   

Adjustment and Pension Liability Adjustment

   6,983    8,266  
  

 

 

  

 

 

 

Comprehensive Income

  $1,049   $18,090  
  

 

 

  

 

 

 

See accompanying notes to consolidated condensed financial statements.

 

-5-


INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

         
  NINE MONTHS ENDED 
  OCT. 2, 2011  OCT. 3, 2010 
OPERATING ACTIVITIES:        
Net Income $34,806  $22,456 
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:        
Premiums Paid to Repurchase Senior Subordinated Notes     792 
Depreciation and Amortization  19,900   17,352 
Stock Compensation Amortization Expense  8,558   1,901 
Deferred Income Taxes and Other  8,244   (167)
Working Capital Changes:        
Accounts Receivable  (6,808)  (10,069)
Inventories  (34,862)  (20,453)
Prepaid Expenses  (3,850)  (7,404)
Accounts Payable and Accrued Expenses  (16,001)  27,196 
       
         
CASH PROVIDED BY OPERATING ACTIVITIES:  9,987   31,604 
       
         
INVESTING ACTIVITIES:        
Capital Expenditures  (30,759)  (18,443)
Other  (1,624)  (1,816)
       
         
CASH USED IN INVESTING ACTIVITIES:  (32,383)  (20,259)
       
         
FINANCING ACTIVITIES:        
Repurchase of Senior and Senior Subordinated Notes     (39,586)
Premiums Paid to Repurchase Senior Subordinated Notes     (792)
Proceeds from Issuance of Common Stock  2,610   1,803 
Dividends Paid to Interface, Inc. Shareholders  (3,921)  (1,435)
Other  (509)   
Dividends Paid to Joint Venture Partner     (7,904)
       
         
CASH USED IN FINANCING ACTIVITIES:  (1,820)  (47,914)
       
         
Net Cash Used in Operating, Investing and Financing Activities  (24,216)  (36,569)
Effect of Exchange Rate Changes on Cash  (634)  2,060 
       
         
CASH AND CASH EQUIVALENTS:        
Net Change During the Period  (24,850)  (34,509)
Balance at Beginning of Period  69,236   115,363 
       
         
Balance at End of Period $44,386  $80,854 
       

   THREE MONTHS ENDED 
   APRIL 1, 2012  APRIL 3, 2011 

OPERATING ACTIVITIES:

   

Net income (loss)

  $(5,934 $9,824  

Adjustments to reconcile income to cash provided by (used in) operating activities:

   

Depreciation and amortization

   6,246    5,321  

Stock compensation amortization expense

   1,298    7,261  

Deferred income taxes and other

   (3,276  766  

Working capital changes:

   

Accounts receivable

   31,890    6,583  

Inventories

   (3,766  (20,295

Prepaid expenses

   (4,263  (5,404

Accounts payable and accrued expenses

   2,131    (22,260
  

 

 

  

 

 

 

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

   24,326    (18,204
  

 

 

  

 

 

 

INVESTING ACTIVITIES:

   

Capital expenditures

   (10,354  (10,307

Other

   (1,035  (1,450
  

 

 

  

 

 

 

CASH USED IN INVESTING ACTIVITIES

   (11,389  (11,757
  

 

 

  

 

 

 

FINANCING ACTIVITIES:

   

Proceeds from issuance of common stock

   131    1,468  

Dividends paid

   (1,307  (1,299

Other

   —      (107
  

 

 

  

 

 

 

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:

   (1,176  62  
  

 

 

  

 

 

 

Net cash provided by (used in) operating, investing and financing activities

   11,761    (29,899

Effect of exchange rate changes on cash

   687    348  
  

 

 

  

 

 

 

CASH AND CASH EQUIVALENTS:

   

Net change during the period

   12,448    (29,551

Balance at beginning of period

   50,635    69,236  
  

 

 

  

 

 

 

Balance at end of period

  $63,083   $39,685  
  

 

 

  

 

 

 

See accompanying notes to consolidated condensed financial statements.

 

-6-


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, 2011,1, 2012, 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, 2011,1, 2012 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, certainwhere applicable.

Certain prior period amounts have been reclassified to conform to the current period presentation.

NOTE 2 INVENTORIES

Inventories are summarized as follows:

         
  Oct. 2, 2011  Jan. 2, 2011 
  (In thousands) 
Finished Goods $103,157  $78,303 
Work in Process  20,114   16,731 
Raw Materials  47,845   41,732 
       
  $171,116  $136,766 
       

   April 1, 2012   January 1, 2012 
   (In thousands) 

Finished Goods

  $101,993    $98,894  

Work in Process

   19,267     17,606  

Raw Materials

   50,642     49,573  
  

 

 

   

 

 

 
  $171,902    $166,073  
  

 

 

   

 

 

 

NOTE 3 EARNINGS PER SHARE

The Company computes basic earnings per share (“EPS”) attributable to common shareholders by dividing net income attributable to common shareholders(loss), by the weighted averageweighted-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, where applicable.

 

-7-


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. Unvested share-based awards of restricted stock are paid dividends equally with all other shares of common stock. As a result, the Company includes all outstanding restricted stock awards in the calculation of basic and diluted EPS.EPS when the Company is in an income position. 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  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
Basic Earnings Per Share Attributable to Common Shareholders:
                
Distributed Earnings $0.02  $0.01  $0.06  $0.02 
Undistributed Earnings  0.17   0.18   0.47   0.32 
             
Total $0.19  $0.19  $0.53  $0.34 
             
                 
Diluted Earnings Per Share Attributable to Common Shareholders:
                
Distributed Earnings $0.02  $0.01  $0.06  $0.02 
Undistributed Earnings  0.17   0.18   0.47   0.32 
             
Total $0.19  $0.19  $0.53  $0.34 
             

   Three Months Ended 
   April 1, 2012  April 3, 2011 

Earnings Per Share

   

Basic Earnings (Loss) Per Share Attributable to Common Stockholders:

   

Distributed Earnings

  $(0.02 $0.02  

Undistributed Earnings

   (0.07  0.13  
  

 

 

  

 

 

 

Total

  $(0.09 $0.15  
  

 

 

  

 

 

 

Diluted Earnings (Loss) Per Share Attributable to Common Stockholders:

   

Distributed Earnings

  $(0.02 $0.02  

Undistributed Earnings

   (0.07  0.13  
  

 

 

  

 

 

 

Total

  $(0.09 $0.15  
  

 

 

  

 

 

 

The following table presents net income and net income attributable to Interface, Inc.(loss) that was attributable to participating securities:

                 
  Three Months Ended  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
  (In millions) 
Net Income $0.3  $0.3  $0.9  $0.6 
Net Income Attributable to Interface, Inc. $0.3  $0.3  $0.9  $0.6 
securities.

Three Months Ended
April 1, 2012April 3, 2011
(In millions)

Net Income (Loss)

—  0.2

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

                 
  Three Months Ended  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
  (In thousands) 
Weighted Average Shares Outstanding  63,703   62,284   63,462   61,882 
Participating Securities  1,766   1,741   1,766   1,741 
             
Shares for Basic Earnings Per Share  65,469   64,025   65,228   63,623 
Dilutive Effect of Stock Options  207   553   229   483 
             
Shares for Diluted Earnings Per Share  65,676   64,578   65,457   64,106 
             

   Three Months Ended 
   April 1, 2012   April 3, 2011 
   (In thousands) 

Weighted Average Shares Outstanding

   63,443     63,246  

Participating Securities

   —       1,576  
  

 

 

   

 

 

 

Shares for Basic Earnings Per Share

   63,443     64,822  

Dilutive Effect of Stock Options

   —       368  
  

 

 

   

 

 

 

Shares for Diluted Earnings Per Share

   63,443     65,190  
  

 

 

   

 

 

 

For the quartersthree months ended October 2,April 1, 2012 and April 3, 2011, and October 3, 2010, options to purchase 249,000535,000 shares and 389,000219,000 shares of common stock, respectively, were not included in the computation of diluted EPS as their impact would be anti-dilutive. For the nine-month periodsthree months ended October 2, 2011, and October 3, 2010, options to purchase 20,000 and 404,000April 1, 2012, 2,009,000 shares of common stock, respectively,participating securities were not included inexcluded from the computation of diluted EPS as their impact would be anti-dilutive.

-8-


NOTE 4 SEGMENT INFORMATION

Based on the quantitative thresholds specified in applicable 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.

operations, where applicable.

-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, 2011,1, 2012, 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-makerdecision 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, short-term investments, 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 October 2, 2011            
Net Sales $248,721  $24,385  $273,106 
Depreciation and Amortization  5,493   554   6,047 
Operating Income (Loss)  26,333   (63)  26,270 
             
Three Months Ended October 3, 2010            
Net Sales $226,513  $26,211  $252,724 
Depreciation and Amortization  4,251   538   4,789 
Operating Income  29,450   45   29,495 
             
  Modular  Bentley    
  Carpet  Prince Street  Total 
  (In thousands) 
Nine Months Ended October 2, 2011            
Net Sales $708,567  $77,581  $786,148 
Depreciation and Amortization  20,296   1,677   21,973 
Operating Income (Loss)  78,604   (124)  78,480 
             
Nine Months Ended October 3, 2010            
Net Sales $623,215  $73,287  $696,502 
Depreciation and Amortization  12,668   1,660   14,328 
Operating Income (Loss)  72,004   (2,511)  69,493 

 

   Modular Carpet   Bentley
Prince Street
  Total 
   (In thousands) 

Three Months Ended April 1, 2012

     

Net sales

  $210,016    $22,744   $232,760  

Depreciation and amortization

   6,361     537    6,898  

Operating income (loss)

   1,052     (564  488  

Three Months Ended April 3, 2011

     

Net sales

  $219,280    $26,122   $245,402  

Depreciation and amortization

   8,103     558    8,661  

Operating income (loss)

   25,334     (157  25,177  

-9-


A reconciliation of the Company’s total segment operating income, depreciation and amortization, and assets to the corresponding consolidated amounts follows:
                 
  Three Months Ended  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
  (In thousands)  (In thousands) 
DEPRECIATION AND AMORTIZATION                
Total segment depreciation and amortization $6,047  $4,789  $21,973  $14,328 
Corporate depreciation and amortization  1,179   1,562   6,485   4,925 
             
Reported depreciation and amortization $7,226  $6,351  $28,458  $19,253 
             
                 
OPERATING INCOME                
Total segment operating income $26,270  $29,495  $78,480  $69,493 
Corporate income, expenses and other reconciling amounts  (932)  (1,456)  (5,477)  (6,233)
             
Reported operating income $25,338  $28,039  $73,003  $63,260 
             
         
  Oct. 2, 2011  Jan. 2, 2011 
ASSETS (In thousands) 
Total segment assets $664,457  $610,024 
Discontinued operations  1,200   1,200 
Corporate assets and eliminations  113,648   144,209 
       
Reported total assets $779,305  $755,433 
       

   Three Months Ended 
   April 1, 2012   April 3, 2011 
   (In thousands) 

DEPRECIATION AND AMORTIZATION

    

Total segment depreciation and amortization

  $6,898    $8,661  

Corporate depreciation and amortization

   646     3,921  
  

 

 

   

 

 

 

Reported depreciation and amortization

  $7,544    $12,582  
  

 

 

   

 

 

 

OPERATING INCOME

    

Total segment operating income

  $488    $25,177  

Corporate expenses and other reconciling amounts

   31     (3,649
  

 

 

   

 

 

 

Reported operating income

  $519    $21,528  
  

 

 

   

 

 

 

   April 1, 2012   January 1, 2012 
   (In thousands) 

ASSETS

    

Total segment assets

  $654,177    $658,190  

Corporate assets and eliminations

   125,593    ��114,082  
  

 

 

   

 

 

 

Reported total assets

  $779,770    $772,272  
  

 

 

   

 

 

 

-9-


NOTE 5 LONG-TERM DEBT

7 5/8% Senior Notes

On December

As of both April 1, 2012, and April 3, 2010,2011, the Company completed a private offering ofhad outstanding $275 million aggregate principal amount ofin 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 October 2, 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 October 2,April 1, 2012, and April 3, 2011, based on then current market prices, was $279.1 million.
$296.7 million and $291.5 million, respectively.

11 3/8% Senior Secured Notes

On June 5, 2009,

As of April 1, 2012, and April 3, 2011, the Company completed a private offering of $150had outstanding $8.0 million aggregate principal amount ofin 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 October 2, 2011, the balanceestimated fair value 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 October 2,both April 1, 2012, and April 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 of 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 October 2,both April 1, 2012 and April 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 October 2,both April 1, 2012 and April 3, 2011, based on then current market prices, was $11.5 million.

-10-


During On April 9, 2012, subsequent to the end of the first quarter of 2010,2012, the Company redeemed $25.0 million aggregate principal amountall of the outstanding 9.5% Senior Subordinated Notes at a price equal to 103.167%100% of the face valueprincipal amount of the notes. Accordingly,notes, plus accrued interest through 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.
date.

Credit Facilities

On June 24, 2011, the

The Company amended and restated its primarymaintains a domestic revolving credit facility. Under the amended and restated facilityagreement (the “Facility”), as under its predecessor, the Company’s obligations are secured by that provides 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 $100 million of loans and letters of credit available to the Companyus at any one time remains $100 million (with the(subject to a borrowing base) with an option for us to further increase that maximum aggregate amount to up to a maximum of $150 million — the same option amount as in its predecessor — subject to(upon the satisfaction of certain conditions),conditions, and subject to a borrowing base describedbase). The Company is presently in compliance with all covenants under the Facility. The Facility differs from its predecessorand anticipates that it will remain in compliance with 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 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 raised.
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.
covenants for the foreseeable future. As of October 2, 2011,April 1, 2012, there were zero borrowings and $5.2$4.1 million in letters of credit outstanding under the Facility. As of October 2 2011,April 1, 2012, the Company could have incurred $80.6$69.7 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 AMROThe Royal Bank of Scotland N.V. (“RBS”). Under this Credit Agreement, ABN AMRORBS provides a credit facility, until further notice, for borrowings and bank guarantees in varying aggregate amounts over time.of €20 million. As of October 2, 2011,April 1, 2012, there were no borrowings outstanding under this facility, and the Company could have incurred €14.0€20 million (approximately $19.0$26.6 million) of additional borrowings under the facility.

Other non-U.S. subsidiaries of the Company have an aggregate of the equivalent of $18.2$18.9 million of lines of credit available. As of October 2, 2011,April 1, 2012 there were no borrowings outstanding under these lines of credit.

-11-


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 applicable accounting standards, the Company is required to select a valuation technique or option pricing model.model that meets the criteria as stated in the standard. 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 ninethree months of 20112012 and 2010, the Company recognized stock option compensation costs of $0.7 million and $1.1 million, respectively. In the third quarters of 2011, and 2010, the Company recognized stock option compensation costs of $0.2 million and $0.4$0.3 million, respectively. The remaining unrecognized compensation cost related to unvested stock option awards at October 2, 2011,April 1, 2012, approximated $0.7$0.4 million, and the weighted average period of time over which this cost will be recognized is approximately one year.

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 nine months of fiscal year 2010. and one-half years.

-10-


There were no stock options granted in 2011.

Nine Months Ended
Oct. 3, 2010
Risk free interest rate2.09%
Expected life5.5 years
Expected volatility61%
Expected dividend yield0.3%
The weighted average grant date fair value of stock options granted during the first ninethree months of fiscal 2010 was $6.79 per share.
2012 or 2011. The following table summarizes stock options outstanding as of October 2, 2011,April 1, 2012, as well as activity during the ninethree months then ended:
         
      Weighted Average 
  Shares  Exercise Price 
Outstanding at January 2, 2011  1,148,500  $7.51 
Granted      
Exercised  487,000   4.43 
Forfeited or canceled  23,500   6.29 
       
Outstanding at October 2, 2011  638,000  $7.19 
       
         
Exercisable at October 2, 2011  498,000  $7.95 
       

   Shares   Weighted Average
Exercise Price
 

Outstanding at January 1, 2012

   592,500    $9.12  

Granted

   —       —    

Exercised

   23,500     5.59  

Forfeited or canceled

   34,000     11.72  
  

 

 

   

 

 

 

Outstanding at April 1, 2012

   535,000    $8.85  
  

 

 

   

 

 

 

Exercisable at April 1, 2012

   419,200    $7.80  
  

 

 

   

 

 

 

At October 2, 2011,April 1, 2012, the aggregate intrinsic value of in-the-money options outstanding and options exercisable was $2.3$2.7 million and $2.3$2.6 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).

-12-


Cash proceeds and intrinsic value related to total stock options exercised during the first ninethree months of fiscal years2012 and 2011 and 2010 are provided in the table below. following table:

   Three Months Ended 
   April 1, 2012   April 3, 2011 
   (In thousands) 

Proceeds from stock options exercised

  $131    $1,468  

Intrinsic value of stock options exercised

  $179    $2,744  

The Company did not recognize any significant tax benefit with regard to stock options in either period.

         
  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010 
  (In millions) 
Proceeds from stock options exercised $2.6  $1.8 
Intrinsic value of stock options exercised $5.9  $3.9 
period presented.

Restricted Stock Awards

During the ninethree months ended October 2,April 1, 2012 and April 3, 2011, and October 3, 2010, the Company granted restricted stock awards for 668,000557,500 and 529,000468,000 shares respectively, of Class B common stock. These awardsAwards of restricted stock (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 sharesawards (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 restricted stock grants was $8.6$1.3 million and $1.9$7.3 million for the ninethree months ended October 2,April 1, 2012, and April 3, 2011, and October 3, 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.

The following table summarizes restricted stock activity as of October 2, 2011,April 1, 2012, and during the ninethree 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  42,000   14.21 
       
Outstanding at October 2, 2011  1,766,000  $15.03 
       

   Shares   Weighted Average
Grant Date
Fair Value
 

Outstanding at January 1, 2012

   1,749,000    $15.08  

Granted

   557,500     13.25  

Vested

   241,500     13.20  

Forfeited or canceled

   56,000     15.11  
  

 

 

   

 

 

 

Outstanding at April 1, 2012

   2,009,000    $14.80  
  

 

 

   

 

 

 

As of October 2, 2011,April 1, 2012, the unrecognized total compensation cost related to unvested restricted stock was $13.3$15.7 million. That cost is expected to be recognized by the end of 2015.

For

During the nine monthsquarters ended October 2,April 1, 2012 and April 3, 2011, and October 3, 2010, the Company recognized tax benefits of $2.4$0.2 million and $0.5$1.8 million, respectively, with regard to restricted stock.

 

-13-

-11-


NOTE 7 EMPLOYEE BENEFIT PLANS

The following tables provide the components of net periodic benefit cost for the three-month and nine-month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively:

                 
  Three Months Ended  Nine Months Ended 
Defined Benefit Retirement Plan (Europe) Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
  (In thousands)  (In thousands) 
Service cost $72  $88  $217  $266 
Interest cost  2,835   2,715   8,605   8,094 
Expected return on assets  (2,935)  (2,772)  (8,910)  (8,264)
Amortization of prior service costs  21   22   63   66 
Recognized net actuarial (gains)/losses  149   413   454   1,226 
             
Net periodic benefit cost $142  $466  $429  $1,388 
             
                 
  Three Months Ended  Nine Months Ended 
Salary Continuation Plan (SCP) Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
  (In thousands)  (In thousands) 
Service cost $98  $86  $295  $257 
Interest cost  284   280   853   841 
Amortization of transition obligation  55   55   164   164 
Amortization of prior service cost  12   12   36   36 
Amortization of loss  93   68   277   205 
             
Net periodic benefit cost $542  $501  $1,625  $1,503 
             

   Three Months Ended 

Defined Benefit Retirement Plan (Europe)

  April 1, 2012  April 3, 2011 
  (In thousands) 

Service cost

  $116   $71  

Interest cost

   2,544    2,838  

Expected return on assets

   (2,821  (2,934

Amortization of prior service costs

   13    21  

Recognized net actuarial (gains)/losses

   229    150  
  

 

 

  

 

 

 

Net periodic benefit cost

  $81   $146  
  

 

 

  

 

 

 

   Three Months Ended 

Salary Continuation Plan (SCP)

  April 1, 2012   April 3, 2011 
  (In thousands) 

Service cost

  $113    $98  

Interest cost

   254     284  

Amortization of transition obligation

   —       55  

Amortization of prior service cost

   12     12  

Amortization of (gain)/loss

   67     93  
  

 

 

   

 

 

 

Net periodic benefit cost

  $446    $542  
  

 

 

   

 

 

 

NOTE 8 — 2010 RESTRUCTURING CHARGE

CHARGES

2012 Restructuring Charge

In March of 2012, the Company committed to a new restructuring plan in its continuing efforts to reduce costs across its worldwide operations and more closely align its operations with reduced demand levels in certain markets. The plan primarily consists of ceasing manufacturing and warehousing operations at its facility in Shelf, England. In connection with this restructuring plan, the Company incurred a pre-tax restructuring and asset impairment charge in the first quarter of 2010,2012 in an amount of $16.3 million. The expected charge is comprised of employee severance expenses of $5.4 million, other related exit costs of $1.6 million, and a charge for impairment of assets of approximately $9.3 million. Approximately $7 million of the charge will result in future cash expenditures, primarily severance expense. The restructuring plan is expected to be substantially completed in the second quarter of 2012.

A summary of these restructuring activities is presented below:

   Total
Restructuring
Charge
   Costs Incurred
in 2012
   Balance at
April 1,  2012
 
   (In thousands) 

Workforce Reduction

   5,356     377     4,979  

Fixed Asset Impairment

   9,364     9,364     —    

Other Related Exit Costs

   1,596     —       1,596  

-12-


The table below details these restructuring activities by segment:

   Modular
Carpet
   Bentley
Prince  Street
   Corporate   Total 
   (In thousands) 

Total amounts expected to be incurred

  $16,316    $—      $—      $16,316  

Cumulative amounts incurred to date

   9,741     —       —       9,741  

Total amounts incurred in the three-month period ended April 1, 2012

   9,741     —       —       9,741  

2011 Restructuring Charge

In the fourth quarter of 2011, the Company adoptedcommitted to a restructuring plan primarily relatedintended to workforce reductionreduce costs across its worldwide operations and more closely align its operations with reduced demand 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 totalcertain markets. As a result of approximately 50 employees were affected by this restructuring plan. In connection with this plan, the Company recorded aincurred pre-tax restructuring chargeand asset impairment charges of $3.1 million. Substantially all$6.2 million in the fourth quarter of 2011. The majority of this charge involves($5.4 million) relates to the severance of approximately 110 employees in Europe, Asia and the United States. The remainder of the charge ($0.8 million) relates to contract termination and fixed asset impairment costs. Approximately $5.4 million of this charge will result in cash expenditures, primarily severance expenses. Actions and expenses related to this plan were substantially completed inby the first quarterend of 2010.

2011.

A summary of these restructuring activities is presented below:

                 
  Total          
  Restructuring  Costs Incurred  Costs Incurred  Balance at 
  Charge  in 2010  in 2011  Oct. 2, 2011 
  (In thousands) 
Workforce reduction $3,131  $2,674  $457  $ 

   Restructuring
Charge
   Costs Incurred
in 2011
   Costs Incurred
in 2012
   Balance at
April 1,  2012
 
   (In thousands) 

Workforce Reduction

   5,401     1,147     2,202     2,052  

Fixed Asset Impairment

   776     776     —       —    

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  2,951   180      3,131 
Total amounts incurred in the nine-month period ended October 2, 2011  457         457 

 

   Modular
Carpet
   Bentley
Prince  Street
   Corporate   Total 
   (In thousands) 

Total amounts expected to be incurred

  $5,755    $422    $—      $6,177  

Cumulative amounts incurred to date

   3,786     339     —       4,125  

Total amounts incurred in 2012

   2,143     59     —       2,202  

-14-


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.operations, where applicable. Assets and liabilities of this business segment have been reported in assets and liabilities held for sale, for all periods presented. where applicable.

Discontinued operations had no net sales and no net income or loss in either of the three-month or nine-month periods ended October 2, 2011,April 1, 2012 and OctoberApril 3, 2010.

2011.

NOTE 10 SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $12.0$0.8 million and $21.2$0.9 million for the nine monthsthree month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively. Income tax payments amounted to $15.2$3.0 million and $10.8$5.4 million for the nine monthsthree month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively.

-13-


NOTE 11 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard regarding the performance of a company’s annual goodwill impairment evaluation. This standard allows companies to assess qualitative factors to determine if it is more-likely-than-notmore likely than not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test. This standard is effective for fiscal years beginning after December 31, 2011. At this time, the Company doeswe do not expect adoption of this standard willto have any significant impact on itsour consolidated financial statements.

In June 2011, the 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, iswas to be effective for interim and annual periods ending after December 31, 2012, with earlier adoption permitted. In December of 2011, the FASB issued an amendment to this statement which defers the requirements of this standard. 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.
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 ninethree months of 2011,2012, the Company increased its liability for unrecognized tax benefits by $0.1$0.2 million. As of October 2, 2011,April 1, 2012, the Company had accrued approximately $8.2$7.9 million accrued for unrecognized tax benefits.

-15-


NOTE 13 — DIVIDEND TO NON-CONTROLLING INTEREST PARTNER
In– SHARE CONVERSION

On March 5, 2012, the third quarternumber of 2010,issued and outstanding shares of Class B Common Stock constituted less than 10% of the Company’s Thailand manufacturing joint venture paid dividends on a pro rata basis to its shareholders, including a dividend to the non-controlling interest partner in the joint venture. All operations, assetsaggregate number of issued and liabilities of this joint venture are currently and have been previously consolidated by the Company. The dividend paid to the non-controlling interest partner was $7.9 million and had the effect of lowering the non-controlling interest in subsidiary balance as presented in the Company’s balance sheet.

On November 3, 2010, the Company purchased theoutstanding shares of the Thailand manufacturing joint ventureCompany’s Class A Common Stock and Class B Common Stock (that is, on that were held bydate, 6,459,556 shares of an aggregate of 65,372,375 shares), as the non-controlling interest partnercumulative 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 approximately $4.3 million. After this purchase, the Company now owns allClass B Common Stock and the Class A Common Stock in Article V of the sharesCompany’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 Thailand venture.
holders of Class A Common Stock and the holders of Class B Common Stock. The Company intends to eliminate future 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

NOTE 14 — SUBSEQUENT EVENT

On October 26, 2011, the Company committed to a restructuring plan intended to reduce costs across its worldwide operations and more closely align its operations with reduced demand levels in certain markets. As a result of this plan, the Company expects to incur restructuring and asset impairment charges of approximately $6.5 million to $8.0 million during the fourth quarter of 2011. The majority of the charge will relate to reductions of approximately 100 employees (approximately $5-6 million) as well as smaller amounts for contract termination costs (approximately $0.5-1.0 million) and impairment of assets (approximately $0.8-1.0 million). The Company anticipates that approximately $5.5-6.5 million of this charge will result in future cash expenditures, primarily severance expense. Actions related to this restructuring plan are expected to be completed by the end of the fourth quarter of 2011, and the Company expects to generate annual savings of approximately $11.0 million as a result thereof.
NOTE 15 — 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.

 

-16-

-14-


INTERFACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 2, 2011

                     
          INTERFACE,  CONSOLIDATION    
      NON-  INC.  AND    
  GUARANTOR  GUARANTOR  (PARENT  ELIMINATION  CONSOLIDATED 
  SUBSIDIARIES  SUBSIDIARIES  CORPORATION)  ENTRIES  TOTALS 
  (IN THOUSANDS) 
                     
Net sales $182,658  $134,854  $  $(44,406) $273,106 
Cost of sales  134,448   88,639      (44,406)  178,681 
                
Gross profit on sales  48,210   46,215         94,425 
Selling, general and administrative expenses  30,972   32,062   6,053      69,087 
                
Operating income (loss)  17,238   14,153   (6,053)     25,338 
Interest/Other expense  7,823   2,763   (4,333)     6,253 
                
Income (loss) before taxes on income and equity in income of subsidiaries  9,415   11,390   (1,720)     19,085 
Income tax expense (benefit)  3,412   4,128   (623)     6,917 
Equity in income (loss) of subsidiaries        13,265   (13,265)   
                
Net income (loss)  6,003   7,262   12,168   (13,265)  12,168 
Income attributable to non-controlling interest in subsidiary               
                
Net income (loss) attributable to Interface, Inc. $6,003  $7,262  $12,168  $(13,265) $12,168 
                
APRIL 1, 2012

  GUARANTOR
SUBSIDIARIES
  NON-
GUARANTOR
SUBSIDIARIES
  INTERFACE,  INC.
(PARENT
CORPORATION)
  CONSOLIDATION
AND ELIMINATION
ENTRIES
  CONSOLIDATED
TOTALS
 
  (In thousands) 

Net sales

 $142,784   $120,655   $—     $(30,679 $232,760  

Cost of sales

  106,343    80,893    —      (30,679  156,557  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit on sales

  36,441    39,762    —      —      76,203  

Selling, general and administrative expenses

  26,819    27,605    4,944    —      59,368  

Restructuring and asset impairment

  1,143    15,173    —      —      16,316  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

  8,479    (3,016  (4,944  —      519  

Interest/Other expense

  7,235    3,733    (3,878  —      7,090  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before taxes on income and equity in income of subsidiaries

  1,244    (6,749  (1,066  —      (6,571

Income tax (benefit) expense

  121    (655  (103  —      (637

Equity in income (loss) of subsidiaries

  —      —      (4,971  4,971    —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

 $1,123   $(6,094 $(5,934 $4,971   $(5,934
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

-17-

-15-


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED OCTOBER 2, 2011
                     
      NON-  INTERFACE, INC.  CONSOLIDATION AND    
  GUARANTOR  GUARANTOR  (PARENT  ELIMINATION  CONSOLIDATED 
  SUBSIDIARIES  SUBSIDIARIES  CORPORATION)  ENTRIES  TOTALS 
  (IN THOUSANDS) 
                     
Net sales $512,183  $405,303  $  $(131,338) $786,148 
Cost of sales  378,571   262,787      (131,338)  510,020 
                
Gross profit on sales  133,612   142,516         276,128 
Selling, general and administrative expenses  86,872   94,901   21,352      203,125 
                
Operating income (loss)  46,740   47,615   (21,352)     73,003 
Interest/Other expense  20,654   9,689   (10,602)     19,741 
                
Income (loss) before taxes on income and equity in income of subsidiaries  26,086   37,926   (10,750)     53,262 
Income tax expense (benefit)  9,110   13,118   (3,772)     18,456 
Equity in income (loss) of subsidiaries        41,784   (41,784)   
                
Net income (loss)  16,976   24,808   34,806   (41,784)  34,806 
Income attributable to non-controlling interest in subsidiary               
                
Net income (loss) attributable to Interface, Inc. $16,976  $24,808  $34,806  $(41,784) $34,806 
                

-18-


CONDENSED CONSOLIDATING BALANCE SHEET
OCTOBER 2, 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 $1,813  $30,456  $12,117  $  $44,386 
Accounts receivable  67,456   89,877   676      158,009 
Inventories  96,980   74,136         171,116 
Prepaids and deferred income taxes  9,071   17,598   10,806      37,475 
Assets of business held for sale     1,200         1,200 
                
Total current assets  175,320   213,267   23,599      412,186 
Property and equipment less accumulated depreciation  83,806   99,589   4,675      188,070 
Investment in subsidiaries  241,113   153,434   189,892   (584,439)   
Goodwill  6,954   69,612         76,566 
Other assets  6,545   12,138   83,800      102,483 
                
  $513,738  $548,040  $301,966  $(584,439) $779,305 
                
                     
LIABILITIES AND SHAREHOLDERS’ EQUITY                    
Current Liabilities $15,340  $52,044  $86,358  $  $153,742 
Senior notes and senior subordinated notes        294,487      294,487 
Deferred income taxes  11,124   1,615   (4,268)     8,471 
Other  4,242   1,902   27,930      34,074 
                
Total liabilities  30,706   55,561   404,507      490,774 
                     
Common stock  94,145   102,199   6,546   (196,344)  6,546 
Additional paid-in capital  249,302   12,525   360,184   (261,827)  360,184 
Retained earnings (deficit)  141,184   424,722   (460,115)  (125,160)  (19,369)
Foreign currency translation adjustment  (1,599)  (19,119)  (5,775)  (1,108)  (27,601)
Pension liability     (27,848)  (3,381)     (31,229)
                
  $513,738  $548,040  $301,966  $(584,439) $779,305 
                

APRIL 1, 2012

  GUARANTOR
SUBSIDIARIES
  NON-
GUARANTOR
SUBSIDIARIES
  INTERFACE,  INC.
(PARENT
CORPORATION)
  CONSOLIDATION
AND ELIMINATION
ENTRIES
  CONSOLIDATED
TOTALS
 
  (In thousands) 

ASSETS

     

Current assets:

     

Cash and cash equivalents

 $2,210   $37,652   $23,221   $—     $63,083  

Accounts receivable

  50,728    75,356    565    —      126,649  

Inventories

  93,243    78,659    —      —      171,902  

Prepaids and deferred income taxes

  10,735    19,812    9,452    —      39,999  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total current assets

  156,916    211,479    33,238    —      401,633  

Property and equipment less accumulated depreciation

  82,631    110,385    3,829    —      196,845  

Investment in subsidiaries

  278,561    185,088    118,132    (581,781  —    

Goodwill

  6,954    69,543    —      —      76,497  

Other assets

  5,691    10,952    88,152    —      104,795  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $530,753   $587,447   $243,351   $(581,781 $779,770  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities

 $35,563   $91,973   $27,359   $—     $154,895  

Senior notes and senior subordinated notes

  —      —      294,527    —      294,527  

Deferred income taxes

  188    11,413    (2,867  —      8,734  

Other

  8,514    1,902    27,930    —      38,346  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities

  44,265    105,288    346,949    —      496,502  

Redeemable preferred stock

  —      —      —      —      —    

Common stock

  94,145    102,199    6,594    (196,344  6,594  

Additional paid-in capital

  249,302    12,525    363,841    (261,827  363,841  

Retained earnings (deficit)

  144,740    419,616    (464,751  (123,610  (24,005

AOCI - Foreign currency translation adjustment

  (1,699  (17,507  (6,803  —      (26,009

AOCI - Pension liability

  —      (34,674  (2,479  —      (37,153
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 $530,753   $587,447   $243,351   $(581,781 $779,770  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

-19-

-16-


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINETHREE MONTHS

ENDED OCTOBER 2, 2011

                     
      NON-  INTERFACE, INC.  CONSOLIDATION    
  GUARANTOR  GUARANTOR  (PARENT  AND ELIMINATION  CONSOLIDATED 
  SUBSIDIARIES  SUBSIDIARIES  CORPORATION)  ENTRIES  TOTALS 
  (IN THOUSANDS) 
Net cash provided by (used in) operating activities $(7,940) $11,306  $5,694  $927  $9,987 
                
Cash flows from investing activities:                    
Purchase of plant and equipment  (15,048)  (15,343)  (368)     (30,759)
Other  (399)  (1,083)  (142)     (1,624)
                
Net cash used for investing activities  (15,447)  (16,426)  (510)     (32,383)
                
Cash flows from financing activities:                    
Other  24,114   3,609   (27,305)  ( 927)  (509)
Proceeds from issuance of common stock        2,610      2,610 
Dividends paid to Interface, Inc. shareholders        (3,921)     (3,921)
                
Net cash used in financing activities  24,114   3,609   (28,616)  (927)  (1,820)
Effect of exchange rate change on cash     (634)        (634)
                
Net increase (decrease) in cash  727   (2,145)  (23,432)     (24,850)
Cash at beginning of period  1,086   32,601   35,549      69,236 
                
Cash at end of period $1,813  $30,456  $12,117  $  $44,386 
                
APRIL 1, 2012

  GUARANTOR
SUBSIDIARIES
  NON-
GUARANTOR
SUBSIDIARIES
  INTERFACE,  INC.
(PARENT
CORPORATION)
  CONSOLIDATION
AND ELIMINATION
ENTRIES
  CONSOLIDATED
TOTALS
 
  (In thousands) 

Net cash provided by (used for) operating activities

 $7,438   $(609 $14,460   $3,037   $24,326  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

     

Purchase of plant and equipment

  (3,447  (6,905  (2  —      (10,354

Other

  338    (2  (1,371  —      (1,035
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash used for investing activities

  (3,109  (6,907  (1,373  —      (11,389
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

     

Proceeds from issuance of common stock

  —      —      131    —      131  

Other

  (3,220  8,607    (2,350  (3,037  —    

Dividends paid

  —      —      (1,307  —      (1,307
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used for) financing activities

  (3,220  8,607    (3,526  (3,037  (1,176

Effect of exchange rate change on cash

  —      687    — ��    —      687  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net increase in cash

  1,109    1,778    9,561    —      12,448  

Cash at beginning of period

  1,101    35,874    13,660    —      50,635  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash at end of period

 $2,210   $37,652   $23,221   $—     $63,083  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

-20-

-17-


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

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, 2011,1, 2012, under Item 7 of that Form 10-K. Our discussions here focus on our results during the quarter and nine months ended, or as of, October 2, 2011,April 1, 2012, and the comparable periodsperiod of 20102011 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, 2011,1, 2012, 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,

2012 Restructuring Charge

In March of 2012, 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 pursuantcommitted to a Company tender offer.

Restructuring Plans
In the first quarter of 2010, we adopted anew restructuring plan primarily related to workforce reduction in our European modular carpet operations. This reduction wascontinuing efforts to reduce costs across our worldwide operations and more closely align our operations with reduced demand levels in response to the continued challenging economic climatecertain markets. The plan primarily consists of ceasing manufacturing and warehousing operations at our facility 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.Shelf, England. In connection with this restructuring plan, we recordedincurred 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 completedasset impairment charge in the first quarter of 2010.
2012 in an amount of $16.3 million. The expected charge is comprised of employee severance expenses of $5.4 million, other related exit costs of $1.6 million, and a charge for impairment of assets of approximately $9.3 million. Approximately $7 million of the charge will result in future cash expenditures, primarily severance expense. The restructuring plan is expected to be substantially completed in the second quarter of 2012, and is expected to yield annualized cost savings of approximately $9 million.

2011 Restructuring Charge

In Octoberthe fourth quarter of 2011, we committed to a restructuring plan intended to reduce costs across our worldwide operations and more closely align our operations with reduced demand levels in certain markets. As a result of this plan, we expect to incurincurred pre-tax restructuring and asset impairment charges of approximately $6.5$6.2 million to $8.0 million duringin the fourth quarter of 2011. The majority of this charge ($5.4 million) relates to the severance of approximately 110 employees in Europe, Asia and the United States. The remainder of the charge will relate($0.8 million) relates to reductions of approximately 100 employees (approximately $5-6 million) as well as smaller amounts for contract termination costs (approximately $0.5-1.0 million) and fixed asset impairment of assets (approximately $0.8-1.0 million). We anticipate that approximately $5.5-6.5costs. Approximately $5.4 million of this charge will result in future cash expenditures, primarily severance expense.expenses. Actions and expenses related to this restructuring plan are expected to bewere substantially completed by the end of the fourth quarter of 2011, and we expect to generate annual savings of approximately $11.0 million as a result thereof.

2011.

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.operations,

where applicable.

Our discontinued operations had no net sales and no net income or loss in either of the three-month or nine-month periods ended October 2, 2011April 1, 2012 and OctoberApril 3, 2010.

2011.

 

-21-

-18-


General

General
During the quarter ended October 2, 2011,April 1, 2012, we had net sales of $273.1$232.8 million, compared with net sales of $252.7$245.4 million in the thirdfirst quarter last year. Fluctuations in currency exchange rates positivelynegatively impacted 2011 third2012 first quarter sales by 4%1% (approximately $10$3 million), compared with the prior year period.

During the first nine monthsquarter of fiscal year 2011,2012, including the $16.3 million restructuring charge described above, we had a net salesloss of $768.1 million, compared with net sales of $696.5 million in the first nine months of last year. Fluctuations in currency exchange rates positively impacted sales in the first nine months of 2011 by 4% (approximately $26 million), compared with the prior year period.

Included in our results for the nine months ended October 3, 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 nine-month period ended October 3, 2010 is $3.1 million of restructuring charges, as described above.
During the third quarter of 2011, we had net income attributable to Interface, Inc. of $12.2$5.9 million, or $0.19$0.09 per diluted share, compared with net income attributable to Interface, Inc. of $12.1 million, or $0.19 per diluted share, in the third quarter of 2010. Net income in the third quarter of 2011 was $12.1 million, or $0.19 per diluted share, compared with net income of $12.3$9.8 million, or $0.19$0.15 per diluted share, in the third quarter of 2010.
During the nine months ended October 2, 2011, we had net income attributable to Interface, Inc. of $34.8 million, or $0.53 per diluted share, compared with net income attributable to Interface, Inc. of $21.6 million, or $0.34 per diluted share, in the first nine months of 2010. Net income was $34.8 million, or $0.53 per diluted share, in the nine months ended October 2, 2011, compared with net income of $22.5 million, or $0.34 per diluted share, in the first nine months of 2010.
quarter last year.

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 nine-month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively:

                 
  Three Months Ended  Nine Months Ended 
  Oct. 2, 2011  Oct. 3, 2010  Oct. 2, 2011  Oct. 3, 2010 
                 
Net sales  100.0%  100.0%  100.0%  100.0%
Cost of sales  65.4   64.6   64.9   65.1 
             
Gross profit on sales  34.6   35.4   35.1   34.9 
Selling, general and administrative expenses  25.3   24.3   25.8   25.4 
Restructuring charge           0.4 
             
Operating income  9.3   11.1   9.3   9.1 
Bond retirement expenses           0.2 
Interest/Other expenses  2.3   3.5   2.5   3.8 
             
Income before tax expense  7.0   7.6   6.8   5.1 
Income tax expense  2.5   2.7   2.3   1.9 
             
Net income  4.5   4.9   4.4   3.2 
Net income attributable to Interface, Inc.  4.5   4.8   4.4   3.1 
             

   Three Months Ended 
   April 1, 2012  April 3, 2011 

Net sales

   100.0  100.0

Cost of sales

   67.3    64.6  
  

 

 

  

 

 

 

Gross profit on sales

   32.7    35.4  

Selling, general and administrative expenses

   25.5    26.7  

Restructuring charge

   7.0    —    
  

 

 

  

 

 

 

Operating income

   0.2    8.8  

Interest/Other expense

   3.0    2.7  
  

 

 

  

 

 

 

Income (loss) before tax expense

   (2.8  6.1  

Income tax expense (benefit)

   (0.3  2.1  
  

 

 

  

 

 

 

Net income (loss)

   (2.5  4.0  
  

 

 

  

 

 

 

Below we provide information regarding net sales for each of our operating segments, and analyze those results for the three-month and nine-month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively.

-22-


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 nine-month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively:

             
  Three Months Ended  Percentage 
  Oct. 2, 2011  Oct. 3, 2010  Change 
Net Sales By Segment (In thousands)    
Modular Carpet $248,721  $226,513   9.8%
Bentley Prince Street  24,385   26,211   (7.0)%
          
Total $273,106  $252,724   8.1%
          
             
  Nine Months Ended  Percentage 
  Oct. 2, 2011  Oct. 3, 2010  Change 
Net Sales By Segment (In thousands)    
Modular Carpet $708,567  $623,215   13.7%
Bentley Prince Street  77,581   73,287   5.9%
          
Total $786,148  $696,502   12.9%
          

   Three Months Ended   Percentage
Change
 

Net Sales By Segment

  04/01/12   04/03/11   
  (In thousands)     

Modular Carpet

  $210,016    $219,280     (4.2%) 

Bentley Prince Street

   22,744     26,122     (12.9%) 
  

 

 

   

 

 

   

 

 

 

Total

  $232,760    $245,402     (5.2%) 
  

 

 

   

 

 

   

 

 

 

Modular Carpet Segment.For the quarter ended October 2, 2011,April 1, 2012, net sales for the Modular Carpet segment increased $22.2decreased $9.3 million (9.8%(4.2%) versus the comparable period in 2010.2011. On a geographic basis, we experienced increases in net salesbasic, in the Americas, (up 8%) andsales were essentially level with the prior year period. Europe (up 19%sales declined slightly in U.S. dollars, 9%Dollars (down 3%) but were up 2% in local currency).currencies. Asia-Pacific also saw a sales increase as compared to the third quarter of 2010 (up less than 1%)declined 17%. Worldwide, the increases were due to continued success in the corporate office market segment, success in certain non-office commercial market segments, and continuing strong demand in emerging markets. Sales growth in the Americas was driven primarily by the improving corporate office market segment (up 16%) as well as growth in the residential (up 38%) and education (up 13%) market segments. These increases were moderated by declines in the retail (down 13%) and hospitality (down 41%) market segments. Sales growth in Europe was due to the corporate office market segment (up 25% in U.S. dollars, 15% in local currency) as well as smaller increases in the education (up 25% in U.S. dollars, 14% in local currency) and hospitality (up 31% in U.S. dollars, 20% in local currency) market segments. Mitigating these increases were declines in the residential (down 53% in U.S. dollars, 57% in local currency) and retail (down 11% in U.S. dollars, 18% in local currency). Asia-Pacific saw increases in the corporate office (up 9%) and hospitality (up over 100%) market segments. These increases were primarily offset by a decline in the education market segment (down 43%).

For the nine months ended October 2, 2011, net sales for the Modular Carpet segment increased $85.4 million (13.7%) versus the comparable period in 2010. On a geographic basis, we experienced increases in net sales in all regions for the nine months ended October 2, 2011, versus the comparable period in 2010, with our Americas, Europe and Asia-Pacific regions experiencing sales growth of 11%, 19% and 13%, respectively, during the period (Europe experienced 11% sales growth in local currency). The continued recovery of the corporate office market was the largest factor in this increase in sales, although smaller increases occurred in certain non-office commercial market segments. In the Americas, the corporate office market segment sawremained even versus the first quarter of 2011. The largest gaining segment in the Americas was residential (up 52%), largely due to the continued roll-out of our FLOR retail stores. In addition, the hospitality segment in the Americas experienced an increase of 21% during the nine-month period. Success in certain non-office commercial markets also fueled the sales increase, particularly in the education (up 8%), residential (up 19%) and government (up 7%) market segments.40%. These increases were offset somewhat by decreasesdeclines in the retailgovernment (down 9%20%) and hospitalityhealthcare (down 30%12%) market segments. Sales growthIn Europe, sales were down in all segments except for corporate office (up 3% in U.S. Dollars, 8% in local currency). The government segment in Europe experienced the greatest decline in sales (down 23% in U.S. dollars, 19% in local currencies). In Asia-Pacific, we experienced declines in all commercial market segments. The largest sales decline in Asia-Pacific was alsoseen in the education market segment (down 63%) due to the strengthcurtailment of the corporate office market segment (up 24%government stimulus programs that had been in U.S. dollars, 15%place in local currency), as well as success2011, particularly in the government (up 21% in U.S. dollars, 13% in local currency) and education (up 22% in U.S. dollars, 12% in local currency) market segments. These gains were somewhat offset by a decline in the residential market segment (down 51% in U.S. dollars, 54% in local currency) in Europe. Asia-Pacific saw increases across almost all market segments, with the exception of the government (down 25%) and education (down 3%) market segments. As in other regions, the corporate office market segment (up 17%) saw the most significant increase in the Asia-Pacific region.
Australia.

-19-


Bentley Prince Street Segment.Street.In our Bentley Prince Street segment,For the quarter ended April 1, 2012, net sales for the quarter ended October 2, 2011,this segment decreased $1.8$3.4 million (7.0%(12.9%) versus the comparable period in 2011. This decrease was led by a decline in the prior year. The corporate office market remained strong as comparedof 13%, primarily due to the third quarterpremium nature of 2010, showing an increase inBentley Prince Street’s products vis-à-vis the uncertain macroeconomic environment. The government market segment (down 34%) as well as the hospitality market segment (down 47%) also contributed to the sales of 17%. This increase wasdecline. These declines were somewhat offset by decreasesgains in the education (down 49%) and government (down 35%) market segments, as a result of spending reductions by federal, state and local governments.

-23-


For the nine months ended October 2, 2011, net sales for the Bentley Prince Street segment increased $4.3 million (5.9%) versus the comparable period in the prior year. The corporate office market segment continues to be the driving force behind this increase, showing improvement of 27% versus the first nine months of 2010. This increase was mitigated by declines in almost all non-office commercial markets, particularly the government (down 33%healthcare (up 21%) and education (down 19%(up 7%) market segments. The retail market segment was the only non-office commercial segment to show an increase during the period (up 29%).

CostsCost 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 nine-month periods ended October 2,April 1, 2012, and April 3, 2011, and October 3, 2010, respectively:

             
  Three Months Ended  Percentage 
Cost and Expenses Oct. 2, 2011  Oct. 3, 2010  Change 
  (In thousands)     
Cost of sales $178,681  $163,244   9.5%
Selling, general and administrative expenses  69,087   61,441   12.4%
          
Total $247,768  $224,685   10.3%
          
             
  Nine Months Ended  Percentage 
Cost and Expenses Oct. 2, 2011  Oct. 3, 2010  Change 
  (In thousands) 
Cost of sales $510,020  $453,514   12.5%
Selling, general and administrative expenses  203,125   176,597   15.0%
          
Total $713,145  $630,111   13.2%
          

   Three Months Ended   Percentage
Change
 

Cost and Expenses

  04/01/12   04/03/11   
  (In thousands)     

Cost of sales

  $156,557    $158,474     (1.2%) 

Selling, general and administrative expenses

   59,368     65,400     (9.2%) 
  

 

 

   

 

 

   

 

 

 

Total

  $215,925    $223,874     (3.6%) 
  

 

 

   

 

 

   

 

 

 

For the quarter ended October 2, 2011,April 1, 2012, our costcosts of sales increased $15.4decreased by $1.9 million (9.5%(1.2%) versus the comparable period in 2010.the prior year. Currency negatively impacted cost of sales by approximately $2 million (1%) in the 2012 first quarter. Given this currency impact, the cost of sales in the first quarter of 2012 is essentially level with that of the 2011 first quarter. On a percentage of sales basis, however, cost of sales increased to 67.3% in the first three months of 2012 versus 64.6% in the corresponding period of 2011. The increase was due to (1) a 5-6% increase in raw materials prices for the first quarter of 2012 versus that of 2011, as well as (2) lower absorption of fixed manufacturing costs associated with lower production volumes. We expect improvement in costs of sales on a percentage of sales basis as the benefits of our recent restructuring actions (discussed above) are realized.

For the quarter ended April 1, 2012, our selling, general, and administrative expenses decreased $6.0 million (9.2%) versus the comparable period in 2011. Fluctuations in currency exchange rates accounted for approximately $6.0$1.0 million (4%(1%) of the increase. An increase in raw material costs (up 10-12% year-over-year) was the most significant factor in the increase. Due to the increase in raw material costs, as well as lower absorption of fixed overhead costs due to lower production volumes versus the third quarter of 2010, as a percentage of sales, cost of sales increased to 65.4% for the third quarter of 2011 versus 64.6% for the third quarter of 2011. As raw materials costs moderate, we expect to see cost of sales decrease as a percentage of sales going forward.

For the nine months ended October 2, 2011, our cost of sales increased $56.5 million (12.5%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $17 million (4%) of the increase.decline. The primary components of this increasedecrease were (1) a $4.3 million reduction in costadministrative costs due to the lower levels of sales were the increases in raw materials costs (approximately $38 million) and labor costs (approximately $6 million) associated with higher production volumes, particularlynon-cash incentive compensation in the first sixthree months of 2011, compared with the prior year period. Our raw materials costs during the first nine months of 2011 were approximately 10-12% higher than raw materials costs in the corresponding period of the prior year. As a percentage of net sales, cost of sales remained relatively consistent for the nine month period ended October 2, 2011, at 64.9%2012 versus 65.1% in the comparable period of 2010. The slight improvement in costs of sales as a percentage of sales was primarily due to higher absorption of fixed overhead costs as a result of higher production volumes in the first nine months of 2011 as compared to 2010, particularly in the first six months of 2011.
For the quarter ended October 2, 2011, our selling, general and administrative expenses increased $7.6 million (12.4%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $2 million (4%) of the increase. The primary components of this increase in selling, general and administrative expenses were (1) a $5.1 million increase in selling expense, commensurate with the increase in sales as well as selected investments made inthe realization of savings from our consumer market and diversification strategies,2011 restructuring actions (discussed above), and (2) a $1.4$0.5 million increasereduction in marketing expenses, primarily in international markets as we continued to grow our brand awareness and presence. These increases were somewhat offset by a $2.6 million decrease in incentives as performance targets were not achieved to the same level in the third quarter of 2011 as they were in the third quarter of 2010. Due to the above factors, as a percentage of net sales, our selling, general and administrative expenses increased to 25.3% for the third quarter of 2011 versus 24.3% for the third quarter of 2010.

-24-


For the nine months ended October 2, 2011, our selling, general and administrative expenses increased $26.5 million (15%) versus the comparable period in 2010. Fluctuations in currency exchange rates accounted for approximately $7 million (4%) of the increase. The primary components of this increase in selling, general and administrative expenses were (1) a $13.9 million increase in selling expense, commensurate with the increase in sales as well as selected investments made in our consumer market and diversification strategies, (2) a $3.9 million increase in marketing expenses, primarily in international markets as we continued to grow our brand awareness and presence, and (3) higher overall administrative costs of $7.9 million due, in part, to increases in non-cash incentive based pay during the first nine months of 2011, particularly in the first six months of the year.costs. Due to these increases,reductions, as a percentage of net sales, selling, general and administrative expenses increasedimproved to 25.8%25.5% for the ninefirst three months ended October 2, 2011,of 2012 versus 25.4% for26.7% in the corresponding period in 2010.
of 2011.

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:

             
  Three Months Ended  Percentage 
Cost of Sales and Selling, General and Administrative Expenses (Combined) Oct. 2, 2011  Oct. 3, 2010  Change 
  (In thousands)     
Modular Carpet $222,388  $197,063   12.9%
Bentley Prince Street  24,448   26,166   (6.6)%
Corporate Expenses and Eliminations  932   1,456   (36.0)%
          
Total $247,768  $224,685   10.3%
          
             
  Nine Months Ended  Percentage 
Cost of Sales and Selling, General and Administrative Expenses (Combined) Oct. 2, 2011  Oct. 3, 2010  Change 
  (In thousands)     
Modular Carpet $629,413  $548,278   14.8%
Bentley Prince Street  77,705   75,600   2.8%
Corporate Expenses and Eliminations  6,027   6,233   (3.3)%
          
Total $713,145  $630,111   13.2%
          

Cost of Sales and Selling, General and

Administrative Expenses (Combined)

  Three Months Ended   Percentage
Change
 
  04/01/12   04/03/11   
  (In thousands)     

Modular Carpet

  $192,617    $193,395     (0.4%) 

Bentley Prince Street

   23,308     26,279     (11.3%) 

Corporate Expenses and Eliminations

   —       4,200     (100.0%) 
  

 

 

   

 

 

   

 

 

 

Total

  $215,925    $223,874     (3.6%) 
  

 

 

   

 

 

   

 

 

 

Interest ExpensesExpense

For the three-month period ended October 2, 2011,April 1, 2012, interest expense decreased $2.0 million to $6.4 million versus $8.4 million inremained level with 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 third quarter of 2010. For the nine-monththree-month period ended October 2,April 3, 2011 interest expense decreased by $5.5 million to $19.9 million versus $25.3 millionat $6.7 million. There were no significant changes in the comparable period in 2010 due to the factors identified above, as well as the repayment or redemption of $39.6 million of bonds inborrowings between the first quarter of 2010.

2012 and 2011.

-20-


Liquidity and Capital Resources

General

At October 2, 2011,April 1, 2012, we had $44.4$63.1 million in cash. At that date, we had no borrowings and $5.2$4.1 million in letters of credit outstanding under our domestic revolving credit facility, and no borrowings outstanding under our European credit facility. As of October 2, 2011,April 1, 2012, we could have incurred $80.6$69.7 million of additional borrowings under our domestic revolving credit facility, and €14.0€20 million (approximately $19.0$26.6 million) of additional borrowings under our European credit facility. In addition, we could have incurred an additional $18.2$18.9 million of borrowings under our other credit facilities in place at other non-U.S. subsidiaries.

-25-


Analysis of Cash Flows

Our primary sourcesources of cash during the ninethree months ended October 2, 2011 was $2.6April 1, 2012 were (1) $31.9 million due to a reduction of cash received as a resultaccounts receivable, and (2) $2.1 million due to an increase of exercises of employee stock options.accounts payable and accruals. Our primary uses of cash during this period were (1) $34.9$10.4 million for capital expenditures, (2) $4.3 million for increases in prepaids and other current assets, and (3) $3.8 million due to increased inventory levels as we produced to meet anticipated demand for the second half of 2011, (2) $30.8 million for capital expenditures, and (3) $16.0 million due to decreases in accounts payable and accruals.

levels.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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, 2011,1, 2012, under Item 7A of that Form 10-K. Our discussion here focuses on the periodquarter ended October 2, 2011,April 1, 2012, 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 October 2, 2011,April 1, 2012, we recognized a $1.3$7.9 million decreaseincrease in our foreign currency translation adjustment account compared withto January 2, 2011,1, 2012, primarily because of the strengtheningweakening of the U.S.U.S dollar against certain foreign currencies over the nine-month period.

currencies.

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 October 2, 2011.April 1, 2012. The values that result from these computations are compared with the market values of these financial instruments at October 2, 2011.April 1, 2012. The differences in this comparison are the hypothetical gains or losses associated with each type of risk.

As of October 2, 2011,April 1, 2012, 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 byexperience a net decrease of approximately $20.5$16.5 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 $25.4$31.5 million.

As of October 2, 2011,April 1, 2012, 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 $10.2$9.8 million or an increase in the fair value of our financial instruments of $8.3$8.0 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.

-21-


ITEM 4.CONTROLS AND PROCEDURES
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.

-26-


PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS
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 changesITEM 1A. RISK FACTORS

The specific risk factor under the heading “The estate of our former Chairman currently has sufficient voting power to elect a majority of our Board of Directors,” set forth in risk factors in the third quarter of 2011. For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,”IA in our Annual Report on Form 10-K for fiscal year 2010.

2011, is no longer applicable. For a discussion of risk factors, see that Item in our 2011 Form 10-K.

-22-


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

The following table contains information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during our first quarter ended April 1, 2012:

Period(1)

  Total
Number
of  Shares
Purchased(2)
   Average
Price
Paid
Per Share(3)
   Total Number
of Shares Purchased
as Part of Publicly
Announced Plans or
Programs(4)
   Maximum Number
(or Approximate
Dollar Value)
of Shares that May
Yet Be Purchased
Under the Plans or
Programs(4)
 

January 2 – January 31, 2012

   15,490    $11.54     —       —    

February 1 – February 29, 2012

   44,774    $12.61     —       —    

March 1 – March 31, 2012

   —       —       —       —    

April 1, 2012

   —       —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   60,264    $12.33     —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The monthly periods identified above correspond to the Company’s fiscal first quarter of 2012, which commenced January 2, 2012 and ended April 1, 2012.

None
(2)
ITEM 3.DEFAULTS UPON SENIOR SECURITIES

The referenced shares were acquired by the Company from certain of our employees to satisfy income tax withholding obligations in connection with the vesting, in January and February 2012, of certain previous grants of restricted stock shares.

None
(3)
ITEM 4.REMOVED AND RESERVED

The referenced price paid per share represents the fair market value of all shares acquired from employees on the date the shares vested, which is equal to the closing price of the Company’s Class A Common stock on the NASDAQ stock exchange on the day preceding the vesting date. The total represents the weighted average price paid per share.

(4)
ITEM 5.OTHER INFORMATION

We do not currently have a publicly announced stock repurchase program in place.

None

ITEM 6.EXHIBITS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

EXHIBIT

NUMBER

  

DESCRIPTION OF EXHIBIT

  3.1  Restated Articles of Incorporation
EXHIBIT
NUMBERDESCRIPTION OF EXHIBIT
10.1Seventh 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 first on October 27, 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.INSXBRL Instance Document (filed electronically herewith)
101.SCHXBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LABXBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PREXBRL Taxonomy Presentation Linkbase Document (filed electronically herewith)
101.DEFXBRL Taxonomy Definition Linkbase Document (filed electronically herewith)

 

-27-

-23-


SIGNATURE

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 INTERFACE, INC.
Date: NovemberMay 10, 20112012 By:

/s/    Patrick C. Lynch

 
 Patrick C. Lynch
 
 Senior Vice President
(Principal Financial Officer)

 

-28-

-24-


EXHIBIT INDEX

EXHIBIT

NUMBER

  

DESCRIPTION OF EXHIBIT

  3.1  
EXHIBIT INDEX
Restated Articles of Incorporation
EXHIBIT
NUMBERDESCRIPTION OF EXHIBIT
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.INSXBRL Instance Document (filed electronically herewith)
101.SCHXBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LABXBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PREXBRL Taxonomy Presentation Linkbase Document (filed electronically herewith)
101.DEFXBRL Taxonomy Definition Linkbase Document (filed electronically herewith)

 

-29--25-