INTERFACE INC (Form: 10-Q, Received: 08/13/2003 13:51:00)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

For Quarterly Period Ended June 29, 2003

Commission File Number 0-12016

INTERFACE, INC

(Exact name of registrant as specified in its charter)


GEORGIA		58-1451243

(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. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Shares outstanding of each of the registrant’s classes of common stock at August 8, 2003:


Class	Number of Shares

Class A Common Stock, $.10 par value per share		43,926,506
Class B Common Stock, $.10 par value per share		7,369,073

INTERFACE, INC.

INDEX


			PAGE

PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	3
		Consolidated Condensed Balance Sheets — June 29, 2003 and December 29, 2002.	3
		Consolidated Condensed Statements of Operations — Three Months and Six Months Ended June 29, 2003 and June 30, 2002.	4
		Consolidated Statements of Comprehensive Income (Loss) – Three Months and Six Months Ended June 29, 2003 and June 30, 2002.	5
		Consolidated Condensed Statements of Cash Flows — Six Months Ended June 29, 2003 and June 30, 2002.	6
		Notes to Consolidated Condensed Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
	Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	22
	Item 2.	Changes in Securities and Use of Proceeds	22
	Item 3.	Defaults Upon Senior Securities	22
	Item 4.	Submission of Matters to a Vote of Security Holders	22
	Item 5.	Other Information	23
	Item 6.	Exhibits and Reports on Form 8-K	23

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)


			JUNE 29,			DECEMBER 29,
			2003			2002

			(UNAUDITED)
ASSETS
CURRENT ASSETS:
	Cash and Cash Equivalents		$	24,188		$	34,134
	Accounts Receivable			170,638			137,486
	Inventories			145,615			134,656
	Prepaid Expenses			23,142			33,042
	Deferred Tax Asset			13,466			9,911
	Assets of Business Held for Sale			16,190			17,492

		TOTAL CURRENT ASSETS		393,239			366,721
PROPERTY AND EQUIPMENT, less accumulated depreciation				210,669			213,059
GOODWILL				217,557			210,529
OTHER ASSETS				69,498			73,201

			$	890,963		$	863,510

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable			$	59,597		$	55,836
Accrued Expenses				105,967			106,143
Liabilities of Business Held for Sale				7,513			6,933

		TOTAL CURRENT LIABILITIES		173,077			168,912
LONG-TERM DEBT, less current maturities				21,674			—
SENIOR NOTES				325,000			325,000
SENIOR SUBORDINATED NOTES				120,000			120,000
DEFERRED INCOME TAXES				19,332			20,520
OTHER				4,512			—

		TOTAL LIABILITIES		663,595			634,432

Minority Interest				5,218			4,907

SHAREHOLDERS’ EQUITY:
	Common Stock			5,138			5,120
	Additional Paid-In Capital			222,266			221,751
	Retained Earnings			70,207			85,976
	Accumulated Other Comprehensive Income			(49,508	)		(62,723	)
	Minimum pension liability			(25,953	)		(25,953	)

		TOTAL SHAREHOLDERS’ EQUITY		222,150			224,171

			$	890,963		$	863,510

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


	THREE						SIX
	MONTHS						MONTHS
	ENDED						ENDED

	JUNE 29,			JUNE 30,			JUNE 29,			JUNE 30,
	2003			2002			2003			2002

NET SALES	$	233,964		$	233,773		$	444,174		$	460,444
Cost of Sales		169,093			164,452			323,604			325,530

GROSS PROFIT ON SALES		64,871			69,321			120,570			134,914
Selling, General and Administrative Expenses		58,670			56,238			115,710			111,249
Restructuring Charge		2,469			—			4,555			—

OPERATING INCOME		3,732			13,083			305			23,665
Interest Expense		10,213			10,814			20,393			21,166
Other Expense		344			111			437			380

INCOME (LOSS) BEFORE TAXES ON INCOME		(6,825	)		2,158			(20,525	)		2,119
Income Tax Expense (Benefit)		(2,885	)		795			(7,543	)		759

Income (Loss) from Continuing Operations		(3,940	)		1,363			(12,982	)		1,360
Loss from Discontinued Operations, net of tax		(1,472	)		(586	)		(2,784	)		(689	)
Cumulative Effect of a Change in Accounting Principle		—			—			—			(55,380	)

NET INCOME (LOSS)	$	(5,412	)	$	777		$	(15,766	)	$	(54,709	)

EARNINGS (LOSS) PER SHARE – BASIC
Continuing Operations	$	(0.08	)	$	0.03		$	(0.26	)	$	0.03
Discontinued Operations		(0.03	)		(0.01	)		(0.05	)		(0.01	)
Cumulative Effect of a Change in Accounting Principle		—			—			—		$	(1.11	)

Earnings (Loss) Per Share — Basic	$	(0.11	)	$	0.02		$	(0.31	)	$	(1.09	)

EARNINGS (LOSS) PER SHARE – DILUTED
Continuing Operations	$	(0.08	)	$	0.03		$	(0.26	)	$	0.03
Discontinued Operations		(0.03	)		(0.01	)		(0.05	)		(0.01	)
Cumulative Effect of a Change in Accounting Principle		—			—			—		$	(1.11	)

Earnings (Loss) Per Share — Diluted	$	(0.11	)	$	0.02		$	(0.31	)	$	(1.09	)

COMMON SHARES OUTSTANDING
Basic		50,275			50,158			50,274			50,098
Diluted		50,275			51,404			50,274			50,098

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

(IN THOUSANDS)


	THREE					SIX
	MONTHS					MONTHS
	ENDED					ENDED

	JUNE 29,			JUNE 30,		JUNE 29,			JUNE 30,
	2003			2002		2003			2002

Net Income (Loss)	$	(5,412	)	$	777	$	(15,766	)	$	(54,709	)
Other Comprehensive Income, Foreign Currency Translation Adjustment		12,612			14,355		16,369			13,235

Comprehensive Income (Loss)	$	7,200		$	15,132	$	603		$	(41,474	)

See accompanying notes to consolidated condensed financial statements.

-5-

INTERFACE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

(IN THOUSANDS)


				SIX
				MONTHS
				ENDED

				JUNE 29,			JUNE 30,
				2003			2002

OPERATING ACTIVITIES:
Net loss				$	(15,766	)	$	(54,709	)
		Adjustments to reconcile net loss to cash provided by operating activities:
		Depreciation and amortization			18,373			18,809
		Deferred income taxes			3,037			(129	)
		Other			—			(248	)
		Cumulative effect of a change in accounting principle			—			55,380
		Working capital changes:
			Accounts receivable		(29,161	)		5,337
			Inventories		(13,509	)		(3,440	)
			Prepaid expenses		(2,485	)		(4,858	)
			Accounts payable and accrued expenses		6,876			(1,426	)

		Cash provided by (used in) operating activities of continuing operations			(32,635	)		14,716
		Cash provided by (used in) operating activities of discontinued operations			6,695			(1,118	)

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:				$	(25,940	)	$	13,598

INVESTING ACTIVITIES:
	Capital expenditures				(8,401	)		(4,690	)
	Other				2,423			(1,834	)

CASH USED IN INVESTING ACTIVITIES:					(5,978	)		(6,524	)

FINANCING ACTIVITIES:
	Net borrowing (reduction) of long-term debt				21,673			(175,406	)
	Proceeds from issuance of bonds				—			175,000
	Refinancing costs				—			(5,470	)
	Proceeds from issuance of common stock				—			1,306
	Dividends paid				—			(1,532	)

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:					21,673			(6,102	)

	Net cash provided by (used in) operating, investing and financing activities				(10,245	)		972
	Effect of exchange rate changes on cash				299			492

CASH AND CASH EQUIVALENTS:
	Net change during the period				(9,946	)		1,464
	Balance at beginning of period				34,134			793

	Balance at end of period			$	24,188		$	2,257

See accompanying notes to consolidated condensed financial statements.

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INTERFACE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1 — CONDENSED FOOTNOTES

As contemplated by the Securities and Exchange Commission (the “Commission”) instructions to Form 10-Q, the following footnotes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the Company’s year-end financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended December 29, 2002, 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 December 29, 2002 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States.

The Company has announced its intent to sell or otherwise create a joint venture or strategic alliance for its raised/access flooring business. The balances of this business have been segregated and reported as discontinued operations for all periods presented.

NOTE 2 — INVENTORIES

Inventories are summarized as follows:


	(In thousands)
	June 29,		December 29,
	2003		2002

Finished Goods	$	87,417	$	79,005
Work in Process		15,207		13,037
Raw Materials		42,991		42,614

	$	145,615	$	134,656

NOTE 3 – GOODWILL

We adopted the new standards of accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2002. In the second quarter of 2002, we completed the transitional goodwill impairment test required by Statement of Financial Accounting Standards (“SFAS”) No. 142, entitled “Goodwill and Other Intangible Assets.” An outside consultant was used to help prepare valuations of reporting units in accordance with the new standard, and those valuations were compared with the respective book values of the reporting units to determine whether any goodwill impairment existed. In preparing the valuations, past, present and future expectations of performance were considered. The test showed goodwill impairment in three overseas reporting units and five Americas reporting units. In all cases, the impairment primarily was attributable to actual and currently-forecasted revenue and profitability for the reporting unit being lower (consistent with the industry-wide decline in carpet sales and related services) than that anticipated at the time of the acquisition of the reporting unit. The effect of this accounting change (an after-tax charge of $55.4 million, or $1.11 per diluted share for the quarter ended March 31, 2002) has been recorded as the cumulative effect of a change in accounting principle effective the first quarter of fiscal 2002, as required by SFAS 142, and appears in the Company’s results for the six-month period ended June 30, 2002. The charge had no cash effect, and, as required, is presented net of tax.

During the fourth quarter of 2002, the Company performed the annual goodwill impairment test required by SFAS 142 using a methodology similar to the transitional test. No additional impairment was indicated.

NOTE 4 — RESTRUCTURING CHARGES

2002 Restructuring

During 2002, the Company recorded a pre-tax restructuring charge of $23.4 million. The charge reflected: (i) the consolidation of three fabrics manufacturing facilities; (ii) the further rationalization of the Re:Source Americas operations; (iii) a worldwide workforce reduction of approximately 206 employees; and (iv) the consolidation of certain European facilities. In the first six months of 2003, we recognized an additional pre-tax restructuring charge related to this plan of $4.6 million, primarily related to the incurrence of facilities consolidation costs and further staff reductions.

Specific elements of the restructuring activities, the related costs and current status of the plan are discussed below.

-7-

U.S.

Enduring sluggish economic conditions in 2002 caused a decline in demand for fabrics, floorcovering and related services. In order to better match our cost structure to the expected revenue base, the Company consolidated three fabrics manufacturing plants, closed vacated facilities and made other head-count reductions. In the fourth quarter of 2002, a charge of approximately $13.2 million was recorded representing the relocation of equipment, the reduction of carrying value of certain property and equipment, product rationalization and other costs to consolidate these operations. Additionally, in the fourth quarter of 2002, the Company recorded approximately $1.7 million of termination benefits associated with the facility closures and other head-count reductions. In the first six months of 2003, a charge of approximately $2.9 million was recorded representing additional costs incurred to consolidate the three fabrics manufacturing plants, and a charge of approximately $1.7 million was recorded for additional termination benefits.

Europe/Australia

The softening global economy during 2002 led management to conclude that further right-sizing of the Europe and Australia operations was necessary. As a result, the Company elected to consolidate certain production and administrative facilities throughout Europe and Australia. A charge of approximately $4.6 million was recorded in the fourth quarter of 2002 representing the reduction of carrying value of the related property and equipment and other costs to consolidate these operations. Additionally, the Company recorded approximately $4.0 million of termination benefits associated with the facility closures.

A summary of the restructuring activities is presented below:


			U.S.		EUROPE		AUSTRALIA		TOTAL

			(IN THOUSANDS)
Facilities consolidation			$	8,966	$	4,541	$	—	$	13,507
Workforce reduction				1,704		3,636		315		5,655
Product rationalization				1,301		—		—		1,301
Other impaired assets				2,888		—		98		2,986

		Total, December 29, 2002		14,859		8,177		413		23,449
Facilities consolidation				2,885		—		—		2,885
Workforce reduction				1,670		—		—		1,670

	Total, June 29, 2003		$	19,414	$	8,177	$	413	$	28,004

The restructuring charge was comprised of $15.2 million of cash expenditures for severance benefits and other costs, and $12.8 million of non-cash charges, primarily for the write-down of carrying value and disposal of certain assets.

The termination benefits of $7.3 million, primarily related to severance costs, are a result of aggregate reductions of 271 employees. The staff reductions as originally planned were expected to be as follows:


	U.S.		EUROPE		AUSTRALIA		TOTAL

Manufacturing		99		10		1		110
Selling and administrative		58		28		10		96

		157		38		11		206

As a result of the restructuring, a total of 189 employees were terminated through December 29, 2002. The charge for termination benefits and other costs to exit activities incurred during 2002 was reflected as a separately stated charge against operating income. An additional 82 employees were terminated during the first six months of 2003.

The following table displays the activity related to the 2002 restructuring for the six-month period ended June 29, 2003:

Termination Benefits


	U.S.			EUROPE			AUSTRALIA			TOTAL

	(IN THOUSANDS)
Balance, at December 29, 2002	$	310		$	1,998		$	70		$	2,378
Cash payments		(310	)		(1,641	)		(22	)		(1,973	)

Balance, at June 29, 2003	$	—		$	357		$	48		$	405

-8-

Other Costs To Exit Activities


	U.S.			EUROPE			AUSTRALIA		TOTAL

	(IN THOUSANDS)
Balance, at December 29, 2002	$	301		$	3,892		$	—	$	4,193
Costs incurred		(301	)		(856	)		—		(1,157	)

Balance, at June 29, 2003	$	—		$	3,036		$	—	$	3,036

2001 Restructuring

During 2001, the Company recorded a pre-tax restructuring charge of $65.1 million. The charge reflected: (i) the withdrawal from the European broadloom market; (ii) the consolidation in the Company’s raised/access flooring operations; (iii) the further rationalization of the U.S. broadloom operations; (iv) a worldwide workforce reduction of approximately 838 employees; and (v) the consolidation of certain non-strategic Re:Source Americas operations. The Company initially recorded a charge of $62.2 million during the third quarter of 2001, and in the fourth quarter of 2001 recorded an additional $2.9 million charge related to pension benefits for terminated European employees. The Company completed this restructuring plan during the first quarter of 2003.

Specific elements of the restructuring activities, the related costs and current status of the plan are discussed below.

U.S.

Economic developments had caused a decline in demand for raised/access flooring, panel fabric and certain of the Company’s other products. In order to better match the cost structure to the expected revenue base, the Company closed two raised/access flooring plants and one panel fabric plant, eliminated certain product lines, consolidated certain under-performing distribution locations and made other head-count reductions. A charge of approximately $28.8 million was recorded representing the reduction of carrying value of the related property and equipment, impairment of intangible assets and other costs to close these operations. Additionally, the Company recorded approximately $5.3 million of termination benefits associated with the facility closures and other head-count reductions.

Europe

For the past several years leading up to 2001, the Company’s European broadloom operations had negative returns. The softening global economy during 2001, and the events of September 11, 2001 (which severely impacted consumers of broadloom carpet in the hospitality, leisure and airline businesses) led management to conclude that positive returns from this operation were unlikely for the near future. As a result, the Company elected to divest of this operation. The Company also elected to consolidate certain production and administrative facilities throughout Europe. A charge of approximately $19.0 million was recorded representing the reduction of carrying value of the related property and equipment, impairment of intangible assets and other costs to close or dispose of these operations. Additionally, the Company recorded approximately $12.0 million of termination benefits associated with the facility closures.

A summary of the restructuring activities, including activities relating to the discontinued raised/access flooring business, is presented below:


	U.S.		EUROPE		TOTAL

	(IN THOUSANDS)
Facilities consolidation	$	5,889	$	8,685	$	14,574
Workforce reduction		5,266		12,049		17,315
Product rationalization		15,735		1,070		16,805
Other impaired assets		6,997		9,394		16,391

	$	33,887	$	31,198	$	65,085

These amounts include restructuring charges of approximately $10.5 million related to the discontinued operations of the raised/access flooring business.

The restructuring charge was comprised of $24.0 million of cash expenditures for severance benefits and other costs and $41.1 million of non-cash charges, primarily for the write-down of carrying value and disposal of certain assets.

-9-

The termination benefits of $17.3 million, primarily related to severance costs, are a result of aggregate reductions of 847 employees. The staff reductions as originally planned were expected to be as follows:


	U.S.		EUROPE		TOTAL

Manufacturing		243		436		679
Selling and administrative		62		97		159

		305		533		838

As a result of the restructuring, a total of 847 employees were terminated through March 30, 2003 (which completed the 2001 restructuring). The charge for termination benefits and other costs to exit activities incurred during 2001 was reflected as a separately stated charge against operating income.

In the first quarter of 2003, the Company completed the activity associated with the 2001 restructuring. The following tables display the activity within the accrued restructuring liability for the three-month period ended March 30, 2003:

Termination Benefits


	U.S.		EUROPE			TOTAL

	(IN THOUSANDS)
Balance, at December 29, 2002	$	—	$	814		$	814
Cash payments		—		(814	)		(814	)

Balance, at March 30, 2003	$	—	$	—		$	—

NOTE 5 — EARNINGS PER SHARE AND DIVIDENDS

Basic earnings (loss) per share is computed by dividing net income (or loss) to common shareholders by the weighted average number of shares of Class A and Class B Common Stock outstanding during the period. Shares issued or reacquired during the period have been weighted for the portion of the period that they were outstanding. Basic earnings (loss) per share has been computed based upon 50,275,000 shares and 50,158,000 shares outstanding for the three-month periods ended June 29, 2003 and June 30, 2002, respectively, and based upon 50,274,000 shares and 50,098,000 shares outstanding for the six-month periods ended June 29, 2003 and June 30, 2002, respectively. Diluted earnings (loss) per share is calculated in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period. Diluted earnings (loss) per share has been computed based upon 50,275,000 shares and 51,404,000 shares outstanding for the three-month periods ended June 29, 2003 and June 30, 2002, respectively, and based upon 50,274,000 shares and 50,098,000 shares outstanding for the six-month periods ended June 29, 2003 and June 30, 2002, respectively. During the three-month and six-month periods ended June 29, 2003, there were vested, unexercised, in the money stock options for 623,750 shares and 601,250 shares, respectively. During the three-month and six-month periods ended June 30, 2002, there were vested, unexercised, in the money stock options for 3,462,400 shares and 2,642,000 shares, respectively. These shares were not included in the computation of the diluted per share amount because the Company was in a net loss position and, thus, any potential common shares were anti-dilutive.

The following is a reconciliation from basic earnings (loss) per share to diluted earnings (loss) per share for each of the periods presented:


		(In Thousands Except Per Share Amounts)

For the Three-Month					Average Shares		Earnings (Loss)
Period Ended		Net Income (Loss)			Outstanding		Per Share

June 29, 2003		$	(5,412	)		50,275	$	(0.11	)
Effect of Dilution:
	Options		—			—		—

Diluted		$	(5,412	)		50,275	$	(0.11	)

June 30, 2002		$	777			50,158	$	0.02
Effect of Dilution:
	Options		—			1,246		—

Diluted		$	777			51,404	$	0.02

-10-


		(In Thousands Except Per Share Amounts)

For the Six-Month					Average Shares		Earnings (Loss)
Period Ended		Net Loss			Outstanding		Per Share

June 29, 2003		$	(15,766	)		50,274	$	(0.31	)
Effect of Dilution:
	Options		—			—		—

Diluted		$	(15,766	)		50,274	$	(0.31	)

June 30, 2002		$	(54,709	)		50,098	$	(1.09	)
Effect of Dilution:
	Options		—			—		—

Diluted		$	(54,709	)		50,098	$	(1.09	)

NOTE 6 — SEGMENT INFORMATION

Based on the quantitative thresholds specified in SFAS No. 131, the Company has determined that it has two reportable segments: Floorcovering Products/Services and Interior Fabrics. The Floorcovering Products/Services segment manufactures, installs and services commercial modular and broadloom carpet, and the Interior Fabrics segment manufactures panel and upholstery fabrics.

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 December 29, 2002, as filed with the Commission. Segment amounts disclosed are prior to any elimination entries made in consolidation, except in the case of Net Sales, where intercompany sales have been eliminated. The chief operating decision maker evaluates performance of the segments based on operating income. Costs excluded from this profit measure primarily consist of allocated corporate expenses, interest/other expense and income taxes. Corporate expenses are primarily comprised of corporate overhead expenses. 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:


		Floorcovering		Interior
(in thousands)		Products/Services		Fabrics			Other			Total

Three Months Ended
June 29, 2003
	Net Sales	$	186,067	$	46,080		$	1,817		$	233,964
	Depreciation and amortization		4,553		2,898			25			7,476
	Operating Income		7,899		(2,530	)		(91	)		5,278
	Total Assets	$	642,549	$	232,102		$	32,996		$	907,647
Three Months Ended
June 30, 2002
	Net Sales	$	177,746	$	52,260		$	3,767		$	233,773
	Depreciation and amortization		5,878		2,425			132			8,435
	Operating Income		12,104		1,991			71			14,166
	Total Assets	$	649,737	$	250,027		$	34,591		$	934,355

-11-


		Floorcovering		Interior
(in thousands)		Products/Services		Fabrics			Other		Total

Six Months Ended
June 29, 2003
	Net Sales	$	345,990	$	93,010		$	5,174	$	444,174
	Depreciation and amortization		9,311		5,731			78		15,120
	Operating Income		9,796		(7,917	)		196		2,075
	Total Assets	$	642,549	$	232,102		$	32,996	$	907,647
Six Months Ended
June 30, 2002
	Net Sales	$	348,358	$	104,654		$	7,432	$	460,444
	Depreciation and amortization		10,223		5,357			199		15,779
	Operating Income		20,066		3,555			62		23,683
	Total Assets	$	649,737	$	250,027		$	34,591	$	934,355

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


(in thousands)	Three Months Ended						Six Months Ended

	June 29, 2003			June 30, 2002			June 29, 2003			June 30, 2002

DEPRECIATION AND AMORTIZATION
Total segment depreciation and amortization	$	7,476		$	8,435		$	15,120		$	15,779
Corporate depreciation and amortization		1,554			1,171			3,253			3,030

Reported depreciation and amortization	$	9,030		$	9,606		$	18,373		$	18,809

OPERATING INCOME (LOSS)
Total segment operating income	$	5,278		$	14,166		$	2,075		$	23,683
Corporate expenses and other reconciling amounts		(1,546	)		(1,083	)		(1,770	)		(18	)

Reported operating income	$	3,732		$	13,083		$	305		$	23,665

ASSETS
Total segment assets	$	907,647		$	934,355		$	907,647		$	934,355
Discontinued operations		(16,190	)		(34,532	)		(16,190	)		(34,532	)
Corporate assets and eliminations		(494	)		6,567			(494	)		6,567

Reported total assets	$	890,963		$	906,390		$	890,963		$	906,390

NOTE 7 — LONG-TERM DEBT

On January 17, 2002, the Company amended and restated its revolving credit facility. The amendment and restatement, among other things, substituted certain lenders, changed certain covenants, and reduced the maximum borrowing amount to $100 million. In connection with the amendment and restatement of the facility, the Company issued the 10.375% Senior Notes discussed below.

On January 17, 2002, the Company also completed a private offering of $175 million in 10.375% Senior Notes due 2010. Interest is payable semi-annually on February 1 and August 1 (interest payments began August 1, 2002). Proceeds from the issuance of these Notes were used to pay down the revolving credit facility. The Notes are guaranteed, jointly and severally, on an unsecured senior basis by certain of the Company’s domestic subsidiaries. At any time prior to February 1, 2005, the Company may redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of one or more equity offerings at a redemption price in cash equal to 110 3/8% of the principal amount thereof, plus accrued interest at the redemption date. On June 17, 2002, the Company completed an exchange offer pursuant to which the Notes were exchanged for substantially similar notes registered under the Securities Act.

In December 2002, we further amended our revolving credit facility. The amendment, among other things: (1) eased the interest coverage ratio covenant; (2) added a fixed charge coverage ratio covenant; (3) changed the borrowing base formula; (4) enlarged the lenders’ letters of credit subcommitment from $15 million to $20 million; and (5) increased pricing on borrowings in certain circumstances.

-12-

On June 18, 2003, we again amended and restated our revolving credit facility. Under the amended and restated facility, as under its predecessor, the maximum aggregate amount of loans and letters of credit available to us at any one time is $100 million. However, the amended and restated facility differs from its predecessor in several material respects, including the following:

• The amended and restated facility (the “Facility”) matures on May 15, 2005, but may be extended to October 1, 2007, upon the following conditions. If, on May 15, 2005, and at all times thereafter until the Company’s 9.5% Senior Subordinated Notes are paid in full, (i) the sum of our excess availability for domestic loans under the Facility plus unrestricted cash balances (each as defined in the facility) is greater than or equal to (ii) the sum of $45 million plus the outstanding principal balance of the 9.5% Senior Subordinated Notes, then the maturity date will be extended to November 15, 2005. If the maturity date is extended to November 15, 2005, as described in the preceding sentence, and if the 9.5% Senior Subordinated Notes are paid in full on or before November 15, 2005, then the maturity date will automatically be extended to October 1, 2007.

• The Facility includes a domestic U.S. Dollar syndicated loan and letter of credit facility (the “Domestic Loan Facility”) made available to the Company and Interface Europe B.V. (a foreign subsidiary of the Company based in Europe), as co-borrowers up to the lesser of (i) $100 million, or (ii) a borrowing base equal to the sum of specified percentages of eligible accounts receivable, finished goods inventory and raw materials inventory in the U.S. (the percentages and eligibility requirements for the domestic borrowing base are specified in the credit facility) less certain reserves. Any advances to the Company or Interface Europe B.V. under the Domestic Loan Facility reduce borrowing availability under the entire Facility.

• Advances to the Company and Interface Europe B.V. under the Domestic Loan Facility and advances to Interface Europe, Ltd. under the Multicurrency Loan Facility (described below) are secured by a first priority lien on substantially all of the assets of the Company and each of its material domestic subsidiaries, which subsidiaries also guarantee the Facility.

• The Facility also includes a multicurrency syndicated loan and letter of credit facility (the “Multicurrency Loan Facility”) in British Pounds and Euros made available to Interface Europe, Ltd., (a foreign subsidiary of the Company based in the UK) in an amount up to the lesser of (i) the U.S. Dollar equivalent of $15 million, or (ii) a borrowing base equal to the sum of specified percentages of eligible accounts receivable and finished goods inventory of Interface Europe, Ltd. and certain of its subsidiaries (the percentages and eligibility requirements for the UK borrowing base are specified in the credit facility) less certain reserves. Any advances under the Multicurrency Loan Facility reduce borrowing availability under the Domestic Loan Facility.

• Advances to Interface Europe, Ltd. under the facility are secured by a first-priority lien on, security interest in, or floating or fixed charge, as applicable, on all of the interest in and to the accounts receivable, inventory, and substantially all other property of Interface Europe, Ltd. and its material subsidiaries, which subsidiaries also guarantee the Multicurrency Loan Facility.

• The Facility contains certain financial covenants (including a senior secured debt coverage ratio test and a fixed charge coverage ratio test) that become effective in that event that (i) our excess availability for domestic loans falls below $20 million (excluding a specified reserve against the domestic borrowing base), or (ii) our excess availability for UK loans falls below $3 million. In such event, we must comply with the financial covenants for a period commencing on the last day of the fiscal quarter immediately preceding such event (unless such event occurs on the last day of a fiscal quarter, in which case the compliance period commences on such date) and ending on the last day of the fiscal quarter immediately following the fiscal quarter in which such event occurred.

NOTE 8 – STOCK-BASED COMPENSATION

We use the intrinsic value method of accounting for employee stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” as allowed under the provisions of SFAS 123, “Accounting for Stock-Based Compensation.” Compensation expense related to stock option plans was not material for the three-month or six-month periods ended June 29, 2003 and June 30, 2002, respectively.

The following table includes disclosures required by SFAS 123, as amended by SFAS 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” and illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS 123:

-13-


	Three Months Ended						Six Months Ended

	June 29, 2003			June 30, 2002			June 29, 2003			June 30, 2002

	(in thousands except per share amounts)
Net income (loss) as reported	$	(5,412	)	$	777		$	(15,766	)	$	(54,709	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(388	)		(390	)		(737	)		(792	)

Pro forma net income (loss)	$	(5,800	)	$	387		$	(16,503	)	$	(55,501	)

Basic and diluted income (loss) per share as reported	$	(0.11	)	$	0.02		$	(0.31	)	$	(1.09	)
Basic and diluted pro forma income (loss) per share	$	(0.12	)	$	0.01		$	(0.33	)	$	(1.11	)

The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model.

NOTE 9 — DISCONTINUED OPERATIONS

In the fourth quarter of 2002, management approved and committed to a plan to sell or otherwise create a joint venture or strategic alliance for its raised/access flooring business. Management anticipates that this transaction will take place during 2003. The Company recorded an impairment charge of $12.0 million, net of tax, during the fourth quarter of 2002 to adjust the carrying value of the assets of this business to their estimated fair values.

Additional information regarding the raised/access flooring business is as follows:


	Three Months Ended						Six Months Ended

	June 29, 2003			June 30, 2002			June 29, 2003			June 30, 2002

	(in thousands)						(in thousands)
Net sales	$	4,672		$	6,820		$	10,113		$	14,574
Loss on operations before taxes on income		(2,413	)		(961	)		(4,401	)		(1,130	)
Taxes on income (benefit)		(941	)		(375	)		(1,617	)		(441	)
Loss on operations, net of tax		(1,472	)		(586	)		(2,784	)		(689	)


	June 29, 2003		December 29, 2002

	(in thousands)		(in thousands)
Current assets	$	5,622	$	6,210
Property and equipment		10,184		10,852
Other assets		384		430
Long-term debt		6,500		6,500
Other liabilities		1,427		1,427

NOTE 10 — SUPPLEMENTAL CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

The Guarantor Subsidiaries, which consist of the Company’s principal domestic subsidiaries, are guarantors of the Company’s 10.375% senior notes due 2010, its 7.3% senior notes due 2008, and its 9.5% senior subordinated notes due 2005. The Supplemental Guarantor Financial Statements are presented herein pursuant to requirements of the Commission.

-14-

INTERFACE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED JUNE 29, 2003


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

	(IN THOUSANDS)
Net sales	$	175,893		$	83,425	$	—		$	(25,354	)	$	233,964
Cost of sales		136,082			58,365		—			(25,354	)		169,093

Gross profit on sales		39,811			25,060		—			—			64,871
Selling, general and administrative expenses		33,235			19,480		5,955			—			58,670
Restructuring charge		2,469			—		—			—			2,469

Operating income (loss)		4,107			5,580		(5,955	)		—			3,732
Interest/Other expense		2,663			3,090		4,804			—			10,557

Income (loss) before taxes on income and equity in income of subsidiaries		1,444			2,490		(10,759	)		—			(6,825	)
Income tax (benefit) expense		727			286		(3,898	)		—			(2,885	)

Income (loss) from continuing operations		717			2,204		(6,861	)		—			(3,940	)
Discontinued operations, net of tax		(1,472	)		—		—			—			(1,472	)
Equity in income (loss) of subsidiaries		—			—		1,449			(1,449	)		—

Net income (loss)	$	(755	)	$	2,204	$	(5,412	)	$	(1,449	)	$	(5,412	)

CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 29, 2003


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

	(IN THOUSANDS)
Net sales	$	326,934		$	161,866	$	—		$	(44,626	)	$	444,174
Cost of sales		257,464			110,766		—			(44,626	)		323,604

Gross profit on sales		69,470			51,100		—			—			120,570
Selling, general and administrative expenses		67,075			37,989		10,646			—			115,710
Restructuring charge		4,555			—		—			—			4,555

Operating income (loss)		(2,160	)		13,111		(10,646	)		—			305
Interest/Other expense		5,767			4,418		10,645			—			20,830

Income (loss) before taxes on income and equity in income of subsidiaries		(7,927	)		8,693		(21,291	)		—			(20,525	)
Income tax (benefit) expense		1,372			2,867		(11,782	)		—			(7,543	)

Income (loss) from continuing operations		(9,299	)		5,826		(9,509	)		—			(12,982	)
Discontinued operations, net of tax		(2,784	)		—		—			—			(2,784	)
Equity in income (loss) of subsidiaries		—			—		(6,257	)		6,257			—

Net income (loss)	$	(12,083	)	$	5,826	$	(15,766	)	$	6,257		$	(15,766	)

-15-

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 29, 2003


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

			(IN THOUSANDS)
ASSETS
Current Assets:
	Cash and cash equivalents		$	11,082		$	25,101		$	(11,995	)	$	—		$	24,188
	Accounts receivable			101,539			66,413			2,686			—			170,638
	Inventories			94,943			50,672			—			—			145,615
	Prepaids and Deferred Tax Assets			9,534			17,000			10,074			—			36,608
	Assets of business held for sale			16,190			—			—			—			16,190

		Total current assets		233,288			159,186			765			—			393,239
Property and equipment less accumulated depreciation				128,873			70,873			10,923			—			210,669
Investment in subsidiaries				140,350			4,745			758,459			(903,554	)		—
Goodwill				134,232			82,538			787			—			217,557
Other assets				9,606			9,705			50,187			—			69,498

			$	646,349		$	327,047		$	821,121		$	(903,554	)	$	890,963

LIABILITIES AND COMMON SHAREHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable		$	30,729		$	28,418		$	450		$	—		$	59,597
	Accrued expenses			24,555			70,978			10,434			—			105,967
	Liabilities of business held for sale			7,513			—			—			—			7,513

		Total current liabilities		62,797			99,396			10,884			—			173,077
Long-term debt, less current maturities				4			10			21,660			—			21,674
Senior notes and senior subordinated notes				—			—			445,000			—			445,000
Deferred income taxes				14,251			(16,226	)		21,307			—			19,332
Other				—			—			4,512			—			4,512

		Total liabilities		77,052			83,180			503,363			—			663,595
Minority interests				—			5,218			—			—			5,218
Redeemable preferred stock				57,891			—			—			(57,891	)		—
Common stock				94,145			102,199			5,138			(196,344	)		5,138
Additional paid-in capital				191,411			48,061			222,266			(239,472	)		222,266
Retained earnings				227,116			153,014			99,924			(409,847	)		70,207
Accumulated Other Comprehensive Income				(1,266	)		(38,672	)		(9,570	)		—			(49,508	)
Minimum pension liability				—			(25,953	)		—			—			(25,953	)

			$	646,349		$	327,047		$	821,121		$	(903,554	)	$	890,963

-16-

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS
ENDED JUNE 29, 2003


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

		(IN THOUSANDS)
Net cash provided by (used for) operating activities		$	18,176		$	6,945		$	(51,061	)	$	—	$	(25,940	)
Cash flows from investing activities:
	Purchase of plant and equipment		(7,946	)		(33	)		(422	)		—		(8,401	)
	Other assets		(1,425	)		112			3,736			—		2,423

Net cash provided by (used for) investing activities			(9,371	)		79			3,314			—		(5,978	)

Cash flows from financing activities:
	Net borrowings (repayments)		(1,240	)		—			22,913			—		21,673
Net cash provided by (used for) financing activities			(1,240	)		—			22,913			—		21,673

Effect of exchange rate change on cash			—			299			—			—		299

Net increase (decrease) in cash			7,565			7,323			(24,834	)		—		(9,946	)
Cash at beginning of period			3,517			17,778			12,839			—		34,134

Cash at end of period		$	11,082		$	25,101		$	(11,995	)	$	—	$	24,188

NOTE 11 — NEW ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” FIN 46 requires a company to consolidate a variable interest entity, as defined, when the company will absorb a majority of the variable interest entity’s expected losses, receive a majority of the variable interest entity’s expected residual returns, or both. FIN 46 also requires certain disclosures relating to consolidated variable interest entities and unconsolidated variable interest entities in which a company has a significant variable interest. The issuance of FIN 46 had no effect on our consolidated financial statements.

-17-

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted this new pronouncement effective the third quarter beginning June 30, 2003. The adoption of SFAS 150 did not have a material impact on our consolidated financial statements.

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

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. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management team, as well as the assumptions on which such statements are based. Any forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. 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 “Safe Harbor Compliance Statement for Forward-Looking Statements” included in Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2002, which discussion is hereby incorporated by reference, including but not limited to the discussion of specific risks and uncertainties under the headings “We compete with a large number of manufacturers in the highly competitive commercial floorcovering products market, and some of these competitors have greater financial resources than we do,” “Sales of our principal products may be affected by cycles in the construction and renovation of commercial and institutional buildings,” “Our continued success depends significantly upon the efforts, abilities and continued service of our senior management executives and our design consultants,” “Our substantial international operations are subject to various political, economic and other uncertainties,” “Our Chairman, together with other insiders, currently has sufficient voting power to elect a majority of our Board of Directors,” “Large increases in the cost of petroleum-based raw materials, which we are unable to pass through to our customers, could adversely affect us,” “Unanticipated termination or interruption of any of our arrangements with our primary third-party suppliers of synthetic fiber could have a material adverse effect on us,” and “Our Rights Agreement could discourage tender offers or other transactions that could result in shareholders receiving a premium over the market price for our stock.” 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.

General

Our revenues are derived from sales of commercial and residential floorcovering products (primarily modular and broadloom carpet) and related services, interior fabrics and other specialty products. During the six-month period ended June 29, 2003, we had net sales of $444.2 million and a net loss (after giving effect to restructuring charges) of $15.8 million, or $0.31 per share, compared with net sales of $460.4 million and a net loss of $54.7 million or $1.09 per share, after giving effect to a $55.4 million after-tax write-down associated with the implementation of Statement of Financial Accounting Standards (SFAS) No. 142, in the comparable period last year. All amounts (except for net loss) in the preceding sentence exclude our raised/access flooring business, which we are reporting as “discontinued operations” as discussed below.

During the first six months of 2003, we recorded pre-tax restructuring charges of $4.6 million in connection with our previously-announced restructuring initiative designed to rationalize manufacturing operations in our fabrics division and further reduce worldwide workforce. This charge was comprised entirely of cash expenditures for severance benefits and other rationalization costs.

Discontinued Operations of Our Raised/Access Flooring Business

In the fourth quarter of 2002, we decided to discontinue our operation of our raised/access flooring business, either by an outright sale of that business to a third party or through creation of a joint venture or other strategic alliance with a third party to conduct that business. As required by SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” we have therefore reported the results of operations for the raised/access flooring business, for all periods reflected herein, as “discontinued operations.” As a result, our discussion of revenues or sales and other results of operations (except for net income or loss amounts), including percentages derived from or based on such amounts, excludes the results of our raised/access flooring business unless we indicate otherwise.

-18-

In the six-month period ended June 29, 2003, the raised/access flooring business generated revenues of $10.1 million, compared with $14.6 million in the comparable period last year. Loss from operations of the raised/access flooring business, net of tax, in the first six months of 2003 was $2.8 million, versus loss from operations of $0.7 million in the comparable period last year.

Goodwill

We adopted the new standards set forth in SFAS 142 for accounting for goodwill and other intangible assets effective on the first day of fiscal 2002, and in the second quarter of 2002, we completed the transitional goodwill impairment test required by SFAS 142. As a result of that testing, we determined that a portion of our goodwill and other intangible assets had been impaired, and we wrote down their value accordingly. The effect of that write-down (an after-tax charge of $55.4 million, or $1.11 per diluted share in the quarter ended March 31, 2002) has been recorded as the cumulative effect of a change in accounting principle effective the first quarter of fiscal 2002, as required by SFAS 142. The charge had no cash effect and, as required, is presented net of tax. However, it affects significantly the comparisons of our results from period to period, both directly because of the charge itself in the first quarter of 2002, and indirectly because of the subsequent elimination of amortization of those assets.

Results of Operations

For the three-month period ended June 29, 2003, the Company’s net sales increased slightly by $0.2 million (0.0%) compared to the same period in 2002. This increase is due primarily to stabilizing economic conditions and continued progress on our market segmentation strategy, whereby we are enhancing our efforts to penetrate relatively untapped segments. For the six-month period ended June 29, 2003, the Company’s net sales decreased $16.3 million (3.5%) compared to the same period in 2002. This decrease is primarily attributable to (i) reduced corporate profits in general, which has led to decreased spending in commercial interior markets, and (ii) the decline of panel fabrics sales to certain OEM furniture manufactures as a result of reduced demand in the interiors market.

Cost of sales, as a percentage of net sales, increased to 72.3% for the three-month period ended June 29, 2003, compared with 70.3% in the comparable period in 2002. For the six-month period ending June 29, 2003, cost of sales, as a percentage of net sales, increased to 72.9%, versus 70.7% in the comparable period in 2002. The percentage increases are primarily due to (i) the under-absorption of fixed manufacturing cost due to lower sales volume, (ii) a fluctuation in our relative sales mix from products which have had traditionally higher margins to those with traditionally lower margins, (iii) other manufacturing cost associated with scaling production to meet current demand levels, and (iv) unanticipated disruptions associated with the integration and restructuring of our fabrics division.

Selling, general and administrative expenses, as a percentage of net sales, increased to 25.1% and 26.1% for the three-month and six-month periods ending June 29, 2003, respectively, versus 24.1% and 24.2% in the comparable periods in 2002. The percentage increases are primarily due to (i) increased marketing costs incurred in connection with our launches of InterfaceFLOR (our residential modular carpet business), the Prince Street House and Home Collection (our residential broadloom offering), and our i2 marketing campaign during the first six months of this year, (ii) unanticipated disruptions associated with the integration and restructuring of our fabrics division, and (iii) currency fluctuations that negatively affected the value of the dollar.

For the three-month and six-month periods ended June 29, 2003, interest expense decreased $0.6 million and $0.8 million respectively, compared with the same periods in 2002. The decreases are due primarily to (i) our repurchase of $5 million of our Senior Subordinated Notes in 2002, (ii) a lower average balance on our revolving credit facility during the first six months of 2003, as compared to the same period in 2002, and (iii) year over year decreases in average LIBOR rates, upon which certain of our borrowings were based.

Liquidity and Capital Resources

In our business, we require cash and other liquid assets primarily for purchases of raw materials and to pay other manufacturing costs, in addition to funding for normal course selling, general and administrative expenses, anticipated capital expenditures, and possible special projects. We generate our cash and other liquidity requirements primarily from our operations and borrowings or letters of credit under our revolving credit facility with a banking syndicate. Prior to June 18, 2003, we also generated liquidity through our accounts receivable securitization program (which was terminated on that date in connection with an amendment and restatement of our revolving credit facility). Our management believes that our liquidity position will provide sufficient funds to meet our current commitments and other cash requirements for the foreseeable future, and that we will be able to continue our initiative to enhance the generation of free cash flow.

At June 29, 2003, we had $24.2 million in cash, and had $43.3 million of available borrowing capacity under our revolving credit facility, subject to continued compliance with its covenants.

The Company’s primary source of cash during the six months ended June 29, 2003 was a $6.9 million reduction in trade payables and accrued expenses. The primary uses of cash during the six-month period ended June 29, 2003 were (i) $8.4 million for additions to property and

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equipment in the Company’s manufacturing facilities, (ii) $13.5 million related to an increase in inventory levels, and (iii) a $6.9 million net increase in accounts receivable associated with increasing sales volumes. Management believes that cash provided by operations and long-term loan commitments will provide adequate funds for current commitments and other requirements in the foreseeable future; however, certain factors could affect the Company’s free cash flow, including, but not limited to, the following factors discussed under the heading “Safe Harbor Compliance Statement for Forward-Looking Statements” in Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2002: “Sales of our principal products may be affected by cycles in the construction and renovation of commercial and institutional buildings,” “Our substantial international operations are subject to various political, economic and other uncertainties,” “Large increases in the cost of petroleum-based raw materials, which we are unable to pass through to our customers, could adversely affect us,” and “Unanticipated termination or interruption of any of our arrangements with our primary third-party suppliers of synthetic fiber could have a material adverse effect on us.”

On June 18, 2003, we amended and restated our primary revolving credit facility. Under the amended and restated facility, as under its predecessor, the maximum aggregate amount of loans and letters of credit available to us at any one time is $100 million. However, the amended and restated facility differs from its predecessor in several material respects, including the following:

Off-Balance Sheet Arrangements

We previously had in place an accounts receivable securitization program that provided funding from the sale of trade accounts receivable generated by certain of our operating subsidiaries. (The accounts receivable securitization program was described in more detail in Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2002.) The amendment and restatement of our revolving credit facility replaced and superseded our accounts receivable securitization program. Consequently, at the closing of the amendment and restatement, the balance outstanding under the securitization facility, which was $26.0 million, was paid off with borrowings under the revolving credit facility, and therefore that debt is now reflected on our balance sheet.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements. We prepare these financial statements in conformity with accounting principles generally accepted in the United

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States. As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. There have been no material changes or developments in our evaluation of the accounting estimates and the underlying assumptions or methodologies that we believe to be Critical Accounting Policies and Estimates as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 29, 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a result of the scope and volume of its global operations, the Company is exposed to an element of market risk from changes in interest rates and foreign currency exchange rates. The Company’s results of operations and financial condition could be impacted by this risk. The Company manages its exposure to market risk through its regular operating and financial activities and, to the extent appropriate, through the use of derivative financial instruments.

The Company employs derivative financial instruments as risk management tools and not for speculative or trading purposes. The Company monitors the use of derivative financial instruments through the use of objective measurable systems, well-defined market and credit risk limits, and timely reports to senior management according to prescribed guidelines. The Company has established strict counterparty credit guidelines and only enters into transactions with financial institutions with a rating of investment grade or better. As a result, the Company considers the risk of counterparty default to be minimal.

Interest Rate Market Risk Exposure. Changes in interest rates affect the interest paid on certain of the Company’s debt. To mitigate the impact of fluctuations in interest rates, management of the Company has developed and implemented a policy to maintain the percentage of fixed and variable rate debt within certain parameters. The Company maintains the fixed/variable rate mix within these parameters either by borrowing on a fixed-rate basis or entering into interest rate swap transactions. In the interest rate swaps, the Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal linked to LIBOR.

At June 29, 2003, the Company had no interest rate swap agreements in place. The Company does not plan to utilize swap agreements or other derivative financial instruments to convert variable rate to fixed rate debt, or vice versa, during the rest of fiscal 2003.

Foreign Currency Exchange Market Risk Exposure. A significant portion of the Company’s operations consists of manufacturing and sales activities in foreign jurisdictions. The Company manufactures its products in the U.S., Canada, England, Northern Ireland, the Netherlands, Australia and Thailand, and sells its products in more than 100 countries. As a result, the Company’s financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company distributes its products. The Company’s operating results are exposed to changes in exchange rates between the U.S. dollar and many other currencies, including the Euro, British pound sterling, Canadian dollar, Australian dollar, Thai baht, and Japanese yen. When the U.S. dollar strengthens against a foreign currency, the value of anticipated sales in those currencies decreases, and vice-versa. Additionally, to the extent the Company’s foreign operations with functional currencies other than the U.S. dollar transact business in countries other than the U.S., exchange rate changes between two foreign currencies could ultimately impact the Company. Finally, because the Company reports in U.S. dollars on a consolidated basis, foreign currency exchange fluctuations can have a translation impact on the Company’s financial position.

To mitigate the short-term effect of changes in currency exchange rates on the Company’s sales denominated in foreign currencies, the Company regularly hedges by entering into currency swap contracts to hedge certain firm sales commitments denominated in foreign currencies. In these currency swap agreements, the Company and a counterparty financial institution exchange equal initial principal amounts of two currencies at the spot exchange rate. Over the term of the swap contract, the Company and the counterparty exchange interest payments in their swapped currencies. At maturity, the principal amount is re-swapped, at the contractual exchange rate.

The Company, as of June 29, 2003, recognized a $16.4 million increase in its foreign currency translation adjustment account compared to December 29, 2002, primarily because of the weakening of the U.S. dollar against the Euro.

Sensitivity Analysis. For purposes of specific risk analysis, the Company uses sensitivity analysis to measure the impact that market risk may have on the fair values of the Company’s market sensitive instruments.

To perform sensitivity analysis, the Company assesses 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

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computations were selected based on market interest and foreign currency exchange rates in effect at June 29, 2003. The market values that result from these computations are compared with the market values of these financial instruments at June 29, 2003. The differences in this comparison are the hypothetical gains or losses associated with each type of risk.

As of June 29, 2003, based on a hypothetical immediate 150 basis point increase in interest rates, with all other variables held constant, the market value of the Company’s fixed rate long-term debt would be impacted by a net decrease of approximately $19.0 million. Conversely, a 150 basis point decrease in interest rates would result in a net increase in the market value of the Company’s fixed rate long-term debt of approximately $23.5 million.

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 Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14(c) under the Securities Exchange Act of 1934 (the “Act”). Based on that evaluation, our President and Chief Executive Officer and our Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the date of that evaluation.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not aware of any material pending legal proceedings involving us, or any of our subsidiaries or any of our property. We are from time to time a party to litigation arising in the ordinary course of business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company held its annual meeting of shareholders on May 20, 2003.

(b) Not applicable.

(c) The matters considered at the annual meeting, and the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter, are as follows:

Election of the following directors:


Class A	For		Withheld

Dianne Dillon-Ridgley		34,315,839		2,257,944
June M. Henton		34,554,573		2,019,210
Christopher G. Kennedy		34,538,020		2,035,763
James B. Miller, Jr.		33,002,968		3,570,815
Thomas R. Oliver		34,539,683		2,034,100


Class B	For		Withheld

Ray C. Anderson		6,563,462		17,140
Carl I. Gable		6,563,462		17,140
Daniel T. Hendrix		6,540,464		40,138
J. Smith Lanier, II		6,540,464		40,138
Leonard G. Saulter		6,563,462		17,140
Clarinus C. Th. van Andel		6,563,462		17,140

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(d) Not applicable.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed with this report:


EXHIBIT
NUMBER		DESCRIPTION OF EXHIBIT

4.1		Supplement No. 3 to the Indenture governing the Company’s 9.5% Senior Subordinated Notes due 2005, dated as of June 18, 2003.
4.2		Supplement No. 2 to the Indenture governing the Company’s 7.3% Senior Notes due 2008, dated as of June 18, 2003.
4.3		Second Supplemental Indenture related to the Indenture governing the Company’s 10.375% Senior Notes due 2010, dated as of June 18, 2003.
10.1		Fifth Amended and Restated Credit Agreement, dated as of June 17, 2003, among the Company (and certain direct and indirect subsidiaries), the lenders listed therein, Wachovia Bank, National Association, Fleet Capital Corporation and General Electric Capital Corporation (included as Exhibit 99.1 to the Company’s current report on Form 8-K dated June 18, 2003, previously filed with the Commission and incorporated herein by reference).
10.2		First Amendment to the Interface, Inc. Nonqualified Savings Plan, dated as of December 20, 2002.
10.3		Second Amendment to the Interface, Inc. Nonqualified Savings Plan, dated as of December 30, 2002.
10.4		Third Amendment to Employment Agreement of John R. Wells, dated as of January 31, 2003.
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.

(b) The following reports on Form 8-K were filed or furnished during the quarter ended June 29, 2003:


Date Filed
or Furnished	Items Reported	Financial Statements Filed

April 24, 2003	Press release reporting results for the first quarter of 2003	None
May 30, 2003	Extension of waiver with respect to revolving credit facility	None
June 19, 2003	Amendment and restatement of revolving credit facility	None

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: August 12, 2003	By:		/s/ Patrick C. Lynch Patrick C. Lynch Vice President (Principal Financial Officer)

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EXHIBIT 4.1

SUPPLEMENT NO. 3
TO
INDENTURE

THIS SUPPLEMENT NO. 3 TO INDENTURE (this "SUPPLEMENT"), dated as of June 18, 2003, among Architectural Floors, Inc., an Ohio corporation, Carpet Services of Tampa, Inc., a Florida corporation, Interface Teknit, Inc., a Michigan corporation, Interface TekSolutions, LLC, a Michigan limited liability company, Interfaceflor, Inc., a Georgia corporation, Re:Source Colorado, Inc., a Colorado corporation, Re:Source Minnesota, Inc., a Minnesota corporation, Re:Source North Carolina, Inc., a North Carolina corporation, Re:Source Oregon, Inc., an Oregon corporation, Re:Source South Florida, Inc., a Florida corporation, Re:Source Southern California, Inc., a California corporation, and Southern Contract Systems, Inc., a Georgia corporation (collectively the "ADDITIONAL GUARANTORS" and individually a "GUARANTOR"), and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee under the Indenture defined below (the "TRUSTEE").

W I T N E S S E T H:

WHEREAS, Interface, Inc., a Georgia corporation (the "COMPANY"), the Trustee, and the other signatories thereto, are party to that certain Indenture, dated as of November 15, 1995, relating to $125,000,000 in initial aggregate principal amount of the Company's 9-1/2% Senior Subordinated Notes due 2005 and the Company's 9-1/2% Series B Senior Subordinated Notes due 2005 (the "Indenture"); and

WHEREAS, in accordance with Sections 12.03(a) and 4.16 of the Indenture the signatories hereto, other than the Trustee, desire to supplement the Indenture for purposes of becoming "Guarantors" of the Securities and the Indenture, subject to and in accordance with the terms of the Indenture, including without limitation, Article Twelve of the Indenture; and

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each of the Additional Guarantors (as defined below) covenants and agrees as follows for the benefit of each other party to this Supplement and to the Indenture and for the equal and ratable benefit of the Holders of the Securities:

1. DEFINED TERMS

Capitalized terms used but not otherwise defined are used herein with the meaning specified for such terms in the Indenture.

2. ADDITIONAL GUARANTORS

Each of the Additional Guarantors agrees that it shall be and become a Guarantor for all purposes of the Indenture and the Securities issued pursuant thereto and in accordance therewith and shall be fully liable thereunder and therefor, subject to the provisions of Article Twelve of the Indenture, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities, or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder to the extent and with the same effect as though each Additional Guarantor had been one of the Guarantors originally executing and delivering the Indenture and the Guarantee. All references in the Indenture and each Security to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to each and every Additional Guarantor.

3. GUARANTEE

In furtherance of the foregoing and not in limitation thereof, and for value received, each of the undersigned Additional Guarantors hereby jointly, severally and unconditionally guarantees to the Holder of a Security the payments of principal of, premium, if any, and interest on, each Security in the amounts and at the time when due, and interest on the overdue principal, premium, if any, and interest, if any, of a Security and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to each Holder of a Security and the Trustee, all in accordance with and subject to the terms and limitations of each Security, Article Twelve of the Indenture, and the Guarantee (of which the Guarantee set forth in this Section 3 of this Supplement shall be, and shall be deemed to be, a part). The validity and enforceability of the Guarantee set forth in this Section 3 of this Supplement shall not be affected by the fact that it is not affixed to any Security or all of the Securities.

The obligations of each of the undersigned Additional Guarantors to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Twelve of the Indenture, and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. The indebtedness evidenced by this Guarantee is, to the extent and the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full in cash or Cash Equivalents, of all Guarantor Senior Indebtedness as defined in the Indenture, and this Guarantee is issued subject to such provisions. Each Holder of a Security by accepting same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary and appropriate to effectuate the subordination as provided in the Indenture, and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that such subordination provision shall cease to affect amounts deposited in accordance with the defeasance provisions of the Indenture upon the terms and conditions set forth therein.

This Guarantee is subject to release upon the terms set forth in the Indenture.

4. DUPLICATE ORIGINALS

The parties may sign any number of copies of this Supplement. Each signed copy shall be an original, but all such executed copies together represent the same agreement.

5. GOVERNING LAW

The laws of the State of New York shall govern this Supplement and the Guarantees set forth herein. Each Additional Guarantor agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to the Indenture, this Supplement, the Guarantees, or the Securities.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

ADDITIONAL GUARANTORS:

Architectural Floors, Inc.
Carpet Services of Tampa, Inc.
Interface Teknit, Inc.
Interfaceflor, Inc.
Re:Source Colorado, Inc.
Re:Source Minnesota, Inc.
Re:Source North Carolina, Inc.
Re:Source Oregon, Inc.
Re:Source South Florida, Inc.
Re:Source Southern California, Inc.
Southern Contract Systems, Inc.

each as a Guarantor

By: /s/ Patrick C. Lynch
    -----------------------------------------
    Patrick C. Lynch, Vice President

Interface TekSolutions, LLC, as a Guarantor

By: INTERFACE FABRICS GROUP MARKETING, INC.,
its sole member

By: /s/ Patrick C. Lynch
    ----------------------------------
    Patrick C. Lynch, Vice President

TRUSTEE:

Wachovia Bank, National Association

By: /s/ Teresita Glasgow
    -----------------------------------------
    Name:  Teresita Glasgow
    Title:  Vice President

EXHIBIT 4.2

SUPPLEMENT NO. 2
TO
INDENTURE

THIS SUPPLEMENT NO.2 TO INDENTURE (this "SUPPLEMENT"), dated as of June 18, 2003, among Architectural Floors, Inc., an Ohio corporation, Carpet Services of Tampa, Inc., a Florida corporation, Interface Teknit, Inc., a Michigan corporation, Interface TekSolutions, LLC, a Michigan limited liability company, Interfaceflor, Inc., a Georgia corporation, Re:Source Colorado, Inc., a Colorado corporation, Re:Source Minnesota, Inc., a Minnesota corporation, Re:Source North Carolina, Inc., a North Carolina corporation, Re:Source Oregon, Inc., an Oregon corporation , Re:Source South Florida, Inc., a Florida corporation, Re:Source Southern California, Inc., a California corporation, and Southern Contract Systems, Inc., a Georgia corporation (collectively the "ADDITIONAL GUARANTORS" and individually a "GUARANTOR") and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee under the Indenture defined below (the "TRUSTEE").

W I T N E S S E T H:

WHEREAS, Interface, Inc., a Georgia corporation (the "COMPANY"), the Trustee, and the other signatories thereto, are party to that certain Senior Indenture, dated as of April 3, 1998, relating to $150,000,000 in initial aggregate principal amount of the Company's 7.30% Senior Notes due 2008 and the Company's 7.30% Series B Senior Notes due 2008 (the "Indenture"); and

WHEREAS, in accordance with Sections 14.3(a) and 4.9 of the Indenture the signatories hereto, other than the Trustee, desire to supplement the Indenture for purposes of becoming "Guarantors" of the Securities and the Indenture, subject to and in accordance with the terms of the Indenture, including without limitation, Article Fourteen of the Indenture; and

1. DEFINED TERMS

Capitalized terms used but not otherwise defined are used herein with the meaning specified for such terms in the Indenture.

2. ADDITIONAL GUARANTORS

Each of the Additional Guarantors agrees that it shall be and become a Guarantor for all purposes of the Indenture and the Securities issued pursuant thereto and in accordance therewith and shall be fully liable thereunder and therefor, subject to the provisions of Article Fourteen of the Indenture, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities, or the obligations of the Company or any other Guarantors to the Holders or the Trustee hereunder or thereunder to the extent and with the same effect as though each Additional Guarantor had been one of the Guarantors originally executing and delivering the Indenture and the Guarantee. All references in the Indenture and each Security to "Guarantors" or any "Guarantor" shall be deemed to include and to refer to each and every Additional Guarantor.

3. GUARANTEE

In furtherance of the foregoing and not in limitation thereof, and for value received, each of the undersigned Additional Guarantors hereby jointly, severally and unconditionally guarantees to the Holder of a Security the payments of principal of, premium, if any, and interest on, each Security in the amounts and at the time when due, and interest on the overdue principal, premium, if any, and interest, if any, of a Security and the payment or performance of all other obligations of the Company under the Indenture or the Securities, to each Holder of a Security and the Trustee, all in accordance with and subject to the terms and limitations of each Security, Article Fourteen of the Indenture, and the Guarantee (of which the Guarantee set forth in this
Section 3 of this Supplement shall be, and shall be deemed to be, a part). The validity and enforceability of the Guarantee set forth in this Section 3 of this Supplement shall not be affected by the fact that it is not affixed to any Security or all of the Securities.

This Guarantee is subject to release upon the terms set forth in the Indenture.

4. DUPLICATE ORIGINALS

The parties may sign any number of copies of this Supplement. Each signed copy shall be an original, but all such executed copies together represent the same agreement.

5. GOVERNING LAW

ADDITIONAL GUARANTORS:

each as a Guarantor

By: /s/ Patrick C. Lynch
    ----------------------------------------
    Patrick C. Lynch, Vice President

Interface TekSolutions, LLC, as a Guarantor

By: INTERFACE FABRICS GROUP MARKETING, INC.,
its sole member

By: /s/ Patrick C. Lynch
    ------------------------------------
    Patrick C. Lynch, Vice President

TRUSTEE:

Wachovia Bank, National Association

By: /s/ Teresita Glasgow
    ----------------------------------------
    Name:  Teresita Glasgow
    Title:  Vice President

EXHIBIT 4.3

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of the 18th day of June 2003, among Architectural Floors, Inc., an Ohio corporation, Carpet Services of Tampa, Inc., a Florida corporation, Interface Teknit, Inc., a Michigan corporation, Interface TekSolutions, LLC, a Michigan limited liability company, Interfaceflor, Inc., a Georgia corporation, Re:Source Colorado, Inc., a Colorado corporation, Re:Source Minnesota, Inc., a Minnesota corporation, Re:Source North Carolina, Inc., a North Carolina corporation, Re:Source Oregon, Inc., an Oregon corporation , Re:Source South Florida, Inc., a Florida corporation, Re:Source Southern California, Inc., a California corporation, and Southern Contract Systems, Inc., a Georgia corporation (each a "GUARANTEEING SUBSIDIARY"), all of which are Subsidiaries of Interface, Inc. (or its permitted successor), a Georgia corporation (the "COMPANY"), the Company, the Guarantors (as defined in the Indenture referred to herein) and Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee under the Indenture referred to below (the "TRUSTEE").

W I T N E S S E T H

WHEREAS, the Company and the Guarantors party thereto heretofore executed and delivered to the Trustee an indenture (the "INDENTURE"), dated as of January 17, 2002 providing for the issuance of 10.375% Senior Notes due 2010 (the "NOTES");

WHEREAS, the Indenture provides that under certain circumstances a subsidiary which becomes a guarantor of any Indebtedness shall, and other Subsidiaries may, execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "GUARANTEE"); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

Section 1. Capitalized Terms.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2. Agreement to Guarantee.

Each Guaranteeing Subsidiary signatory hereto hereby agrees as follows:

(a) Along with all other Guarantors, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of, premium, if any, and interest (including any Special Interest), on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal, premium, if any, of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) None of the Guaranteeing Subsidiaries signatory hereto shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, including each Guarantor Subsidiary signatory hereto, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guaranteeing Subsidiary for the purpose of this Guarantee.

(h) Each Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor (including any other Guaranteeing Subsidiary) so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from the Company and any of the other Guarantors, the rights of each Guaranteeing Subsidiary signatory hereto to receive contribution from or payments made by or on behalf of any other Guarantor (including any other Guaranteeing Subsidiary) in respect of the obligations of such other Guarantor under Article 10 of the Indenture shall result in the obligations of each Guaranteeing Subsidiary under its Guarantee not constituting a fraudulent transfer or conveyance.

3. Execution and Delivery.

Each Guaranteeing Subsidiary agrees that the Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

4. Guarantors May Consolidate, Etc. on Certain Terms.

(a) No Guarantor may merge or consolidate with or into (whether or not such Guarantor is the surviving Person), sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, as an entirety, to any Person or Persons, other than the Company or another Guarantor, unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii) either:

(A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee, or

(B) the Guarantor is released pursuant to Section 11.07 and such sale or other disposition complies with Section 4.12 of the Indenture, including the application of the Excess Proceeds therefrom.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Article 4 and Article 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

5. Release of a Guarantor.

(a) Upon the sale or disposition of all of the Capital Stock of a Guarantor by the Company or a Subsidiary of the Company, or upon the consolidation or merger of a Guarantor with or into any Person (in each case, other than to, with or into, as the case may be, the Company or an Affiliate of the Company), such Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under Article 11 of the Indenture without any further action required on the part of the Trustee or any Holder; provided, however, that each such Guarantor is sold or disposed of in a transaction which does not violate Section 4.12 and Section 11.06 of the Indenture;

(b) The Trustee shall deliver an appropriate instrument evidencing the release of a Guarantor upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with Section 11.06 of the Indenture. Any Guarantor not so released or the entity surviving such Guarantor, as applicable, will remain or be liable under its Guarantee as provided in Article 11 of the Indenture.

The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under Article 11 of the Indenture.

6. No Recourse Against Others.

No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

7. Governing Law.

NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

10. The Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guarantor signatory thereto and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

GUARANTEEING SUBSIDIARIES:

each as a Guarantor

By: /s/ Patrick C. Lynch
    ----------------------------------------
    Patrick C. Lynch, Vice President

Interface TekSolutions, LLC, as a Guarantor

By: INTERFACE FABRICS GROUP MARKETING, INC.,
its sole member

By: /s/ Patrick C. Lynch
    ------------------------------------
    Patrick C. Lynch, Vice President

TRUSTEE:

Wachovia Bank, National Association

By: /s/ Teresita Glasgow
    ----------------------------------------
    Name:  Teresita Glasgow
    Title:  Vice President

EXHIBIT 10.2

FIRST AMENDMENT TO THE
INTERFACE, INC. NONQUALIFIED SAVINGS PLAN

THIS FIRST AMENDMENT to the Interface, Inc. Nonqualified Savings Plan (the "Plan") is made on this 20th day of December, 2002, by the Administrative Committee.

WITNESSETH:

WHEREAS, Interface, Inc. maintains the Plan for the benefit of certain of its key management and highly compensated employees; and

WHEREAS, Section 8.1 of the Plan provides that the Administrative Committee has the right to amend the Plan at any time; and

WHEREAS, the Administrative Committee desires to amend the Plan to provide different deferral limits for base pay (including commissions) and bonuses;

NOW, THEREFORE, the Plan is hereby amended, as follows:

1. Effective January 1, 2003, a new Section 1.2A is added to the Plan to read as follows:

1.2A BASE PAY shall mean Compensation minus Bonuses and Commissions.

2. Effective January 1, 2003, a new Section 1.4A is added to the Plan to read as follows:

1.4A BONUSES shall mean such portion of a Participant's Compensation designated as Bonuses by the Administrative Committee.

3. Effective January 1, 2003, a new Section 1.7A is added to the Plan to read as follows:

1.7 A COMMISSIONS shall mean such portion of a Participant's Compensation designated as commissions by the Administrative Committee.

4. Effective January 1, 2003, Section 1.12 of the Plan is hereby deleted in its entirety and a new Section 1.12 is added to read as follows:

1.12 DEFERRAL ELECTION shall mean a written election form (or election in any other format permitted by the Administrative Committee) on which a Participant may elect to defer under the Plan a portion of his Base Pay and Commissions and/or Bonuses.

5. Effective January 1, 2003, Section 3.2 of the Plan is deleted in its entirety and a new Section 3.2 is added to read as follows:

3.2 DEFERRAL CONTRIBUTIONS.

Each Eligible Employee who is or becomes eligible to participate in the Plan for all or any portion of a Plan Year may elect to have Deferral Contributions made on his behalf for such Plan Year by completing and delivering to the Administrative Committee (or its designee) Deferral Elections setting forth the terms of his election. Subject to the terms and conditions set forth below, Deferral Elections may provide for the reduction of an Eligible Employee's (i) Base Pay and Commissions payable each payroll period and/or (ii) Bonuses payable during the Plan Year for which the Deferral Elections are in effect. Subject to any modifications, additions or exceptions that the Administrative Committee, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to such elections:

(a) EFFECTIVE DATE.

(i) INITIAL DEFERRAL ELECTIONS. A Participant's initial Deferral Elections with respect to his Base Pay and Commissions and/or Bonuses for any Plan Year shall be effective for the first payroll period beginning on or after the date the Deferral Elections become effective. To be effective, a Participant's initial Deferral Elections must be made within the time period prescribed by the Administrative Committee (generally, before the first day of the Plan Year for which Deferral Contributions will be made, or, if later, before the date on which his participation becomes effective pursuant to Plan Section 2.1(b)). If an Eligible Employee fails to submit Deferral Elections in a timely manner, he shall be deemed to have elected not to participate in the Plan for that Plan Year.

(ii) SUBSEQUENT DEFERRAL ELECTIONS. A Participant's subsequent Deferral Elections with respect to his Base Pay and Commissions and/or Bonuses for any Plan Year must be made on or before the last day of the Plan Year immediately preceding the Plan Year for which he desires to participate and in which the Base Pay and Commissions and/or Bonuses to be deferred are paid.

(b) TERM. Each Participant's Deferral Elections shall remain in effect for all such Base Pay and Commissions and/or Bonuses payable during a Plan Year and subsequent Plan Years until the earliest of (i) the date the Participant ceases to be an active Participant for such Plan Year, (ii) the date the Participant makes subsequent Deferral Elections applicable for a subsequent Plan Year, or (iii) the date the Participant revokes such Deferral Elections. If a Participant does not make Subsequent Deferral Elections for the 2003 Plan Year, his Deferral Elections with respect to his Compensation for the 2002 Plan Year

will apply to his Deferral Elections for the 2003 Plan Year with respect to his Base Pay, Commissions and Bonuses. If a Participant is transferred from the employment of one Participating Company to the employment of another Participating Company, his Deferral Elections with the first Participating Company will remain in effect and will apply to his Base Pay and Commissions and/or Bonuses from the second Participating Company until the earliest of those events set forth in the preceding sentence.

(c) AMOUNT. A Participant may elect to defer (1) his Base Pay and Commissions payable each payroll period in 1 percent increments, up to a maximum of 20%, and (2) his Bonuses payable in 1 percent increments, up to a maximum of 40%. The deferral percentage(s) elected by the Participant will be applied after subtracting the maximum percentage of before-tax contributions permitted under the Savings and Investment Plan (or such other maximum percentage and/or amount, if any, established by the Administrative Committee from time-to-time). Because Code Section 401(a)(17) limits the amount of compensation that may be taken into account in determining the amount of a participant's before-tax contributions to the Savings and Investment Plan, the percentage of Base Pay and Commissions and/or Bonuses that a Participant elects to defer under the Plan for a Plan Year will not be reduced by the maximum percentage of before-tax contributions permitted under those plans once the Participant's compensation exceeds the Code Section 401(a)(17) limit for the Plan Year.

(d) REVOCATION. A Participant may revoke his Deferral Elections by delivering a written notice of revocation to the Administrative Committee, and such revocation shall be effective as soon as practicable after the date on which it is received by the Administrative Committee. (See also Section 2.3(a)). A Participant who revokes his Deferral Elections may enter into new Deferral Elections with respect to his Base Pay and Commissions and/or Bonuses for any subsequent Plan Year by making such Deferral Elections on or before the last day of the Plan Year immediately preceding the Plan Year for which he desires to participate and in which the Base Pay and Commissions and/or Bonuses to be deferred are paid.

(e) CREDITING OF DEFERRED BASE PAY AND COMMISSIONS AND/OR BONUSES. For each Plan Year that a Participant has Deferral Elections in effect, the Administrative Committee shall credit the amount of such Participant's Deferral Contributions to his Account on, or as soon as practicable after, the Valuation Date on which such amount would have been paid to him but for his Deferral Elections.

6. Except as specified herein, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this First Amendment on the date first written above.

INTERFACE, INC.

By: /s/ William G. Reynolds
    ---------------------------------

    Title: Secretary,
           Administrative Committee

EXHIBIT 10.3

SECOND AMENDMENT TO THE
INTERFACE, INC. NONQUALIFIED SAVINGS PLAN

THIS SECOND AMENDMENT to the Interface, Inc. Nonqualified Savings Plan (the "Plan") is made on this 30th day of December, 2002, by the Administrative Committee of the Plan.

WITNESSETH:

WHEREAS, Interface, Inc. (the "Company") maintains the Plan for the benefit of its employees; and

WHEREAS, Section 9.1 of the Plan provides that the Administrative Committee has the right to amend the Plan at any time; and

WHEREAS, the Administrative Committee desires to amend the Plan to designate Interface Fabrics Group Finishing Services, LLC and Interface Fabrics Group South Services, LLC as participating companies in the Plan;

NOW, THEREFORE, the Plan is hereby amended, as follows:

1. Effective December 30, 2002, Exhibit A of the Plan is amended by adding thereto the following:

Interface Fabrics Group Finishing Services, LLC December 30, 2002 Interface Fabrics Group South Services, LLC December 30, 2002

2. Except as specified herein, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Administrative Committee has caused its duly authorized member to execute this Second Amendment on the date first written above.

ADMINISTRATIVE COMMITTEE

By: /s/ William G. Reynolds
   ------------------------

EXHIBIT 10.4

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "AMENDMENT") is made and entered into as of the 31st day of January, 2003, between INTERFACE, INC., a Georgia corporation (the "COMPANY") and JOHN R. WELLS, a resident of Atlanta, Georgia ("EXECUTIVE").

BACKGROUND

The Company and Executive entered into an Employment Agreement, dated as of April 1, 1997, as amended by (i) the Amendment to Employment Agreement, dated as of January 6, 1998, and (ii) the Second Amendment to Employment Agreement, dated as of January 14, 1999 (as so amended, the "AGREEMENT"). The parties desire to further amend the Agreement as set forth in this Amendment.

AGREEMENT

For and in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Capitalized terms used in this Amendment, and not otherwise defined, shall have the meanings assigned to such terms in the Agreement.

2. Section 1 of the Agreement is amended by deleting the first sentence thereof in its entirety and inserting the following two sentences in its place:

Subject to the terms and conditions of this Agreement, Executive shall be employed by the Company as Senior Vice President of the Company (and President and Chief Executive Officer of Interface Americas, Inc.), and shall perform such duties and functions for the Company and its subsidiaries and affiliates as shall be specified from time to time by the Chief Executive Officer ("CEO") or Board of Directors of the Company. Executive accepts such employment and agrees to perform such executive duties as may be assigned to Executive.

3. Section 2 of the Agreement is amended by deleting the following phrase:
", or President of Interface Americas,". Section 2 shall now read in its entirety as follows:

2. Duties. Executive shall devote his full business related time and best efforts to accomplishing such executive duties at such locations as may be requested by the CEO of the Company acting under authorization from the Board of Directors of the Company.

4. Sections 7(a)(iv) and 7(a)(v) of the Agreement are deleted in their entirety and the following are inserted in their place:

(iv) "Products" - (A) carpet tile, broadloom carpet (whether 12-foot, 6-foot or other competitive widths) and resilient textile flooring, and (B) specialty chemicals and

interior architectural products (including raised/access floors) for contract, commercial, institutional and residential markets and customers.

(v) "Services" - the services Executive shall provide as a Company executive, and that Executive shall be prohibited from providing (whether as an owner, partner, employee, consultant or in any other capacity) in competition with the Company, in accordance with the terms of this Agreement, which are to manage and supervise, and to have responsibility for, the conduct of the business of designing, developing, manufacturing, purchasing for resale, marketing, selling, distributing, installing, maintaining and reclaiming Products, including, without limitation, (A) preparation of business plans, budgets and forecasts, (B) development of strategies for pricing of products to customers, (C) supervision of marketing and sale of products and customer service, (D) development of overall strategy for such business, (E) design and development of products, (F) development and maintenance of relationships with principal customers and suppliers, (G) employment and supervision of key executives and sales personnel, (H) development of plans for expansion of such business, including expansion through merger, acquisition, joint venture and other combinations and affiliations, and (I) supervision and oversight of manufacturing operations and quality control for Products, including "mass customization" production strategy and methods for reducing waste in the production process. Executive acknowledges that he has been informed of and had an opportunity to discuss with the Company the specific activities Executive will perform as Services and that Executive understands the scope of the activities constituting Services.

5. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to bind the parties.

Executive has executed this Amendment, and the Company has caused this Amendment to be executed by a duly authorized representative, as of the date first set forth above.

THE COMPANY

Interface, Inc.

By: /s/ Daniel T. Hendrix
    ---------------------------------------
    Daniel T. Hendrix
    President and Chief Executive Officer

EXECUTIVE:

/s/ John R. Wells
-------------------------------------------
John R. Wells

EXHIBIT 31.1

CERTIFICATION

I, Daniel T. Hendrix, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interface, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2003

                                                 /s/  Daniel T. Hendrix
                                                 ----------------------
                                                 Daniel T. Hendrix
                                                 Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Patrick C. Lynch, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Interface, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 12, 2003

                                              /s/  Patrick C. Lynch
                                              ---------------------
                                              Patrick C. Lynch
                                              Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Daniel T. Hendrix, Chief Executive Officer of Interface, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 29, 2003 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 12, 2003

                                                    /s/  Daniel T. Hendrix
                                                    ----------------------
                                                    Daniel T. Hendrix
                                                    Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

I, Patrick C. Lynch, Chief Financial Officer of Interface, Inc. (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 12, 2003

                                                /s/  Patrick C. Lynch
                                                ---------------------
                                                Patrick C. Lynch
                                                Chief Financial Officer

	•		The amended and restated facility (the “Facility”) matures on May 15, 2005, but may be extended to October 1, 2007, upon the following conditions. If, on May 15, 2005, and at all times thereafter until the Company’s 9.5% Senior Subordinated Notes are paid in full, (i) the sum of our excess availability for domestic loans under the Facility plus unrestricted cash balances (each as defined in the facility) is greater than or equal to (ii) the sum of $45 million plus the outstanding principal balance of the 9.5% Senior Subordinated Notes, then the maturity date will be extended to November 15, 2005. If the maturity date is extended to November 15, 2005, as described in the preceding sentence, and if the 9.5% Senior Subordinated Notes are paid in full on or before November 15, 2005, then the maturity date will automatically be extended to October 1, 2007.

	•		The Facility includes a domestic U.S. Dollar syndicated loan and letter of credit facility (the “Domestic Loan Facility”) made available to the Company and Interface Europe B.V. (a foreign subsidiary of the Company based in Europe), as co-borrowers up to the lesser of (i) $100 million, or (ii) a borrowing base equal to the sum of specified percentages of eligible accounts receivable, finished goods inventory and raw materials inventory in the U.S. (the percentages and eligibility requirements for the domestic borrowing base are specified in the credit facility) less certain reserves. Any advances to the Company or Interface Europe B.V. under the Domestic Loan Facility reduce borrowing availability under the entire Facility.

	•		Advances to the Company and Interface Europe B.V. under the Domestic Loan Facility and advances to Interface Europe, Ltd. under the Multicurrency Loan Facility (described below) are secured by a first priority lien on substantially all of the assets of the Company and each of its material domestic subsidiaries, which subsidiaries also guarantee the Facility.

	•		The Facility also includes a multicurrency syndicated loan and letter of credit facility (the “Multicurrency Loan Facility”) in British Pounds and Euros made available to Interface Europe, Ltd., (a foreign subsidiary of the Company based in the UK) in an amount up to the lesser of (i) the U.S. Dollar equivalent of $15 million, or (ii) a borrowing base equal to the sum of specified percentages of eligible accounts receivable and finished goods inventory of Interface Europe, Ltd. and certain of its subsidiaries (the percentages and eligibility requirements for the UK borrowing base are specified in the credit facility) less certain reserves. Any advances under the Multicurrency Loan Facility reduce borrowing availability under the Domestic Loan Facility.

	•		Advances to Interface Europe, Ltd. under the facility are secured by a first-priority lien on, security interest in, or floating or fixed charge, as applicable, on all of the interest in and to the accounts receivable, inventory, and substantially all other property of Interface Europe, Ltd. and its material subsidiaries, which subsidiaries also guarantee the Multicurrency Loan Facility.

	•		The Facility contains certain financial covenants (including a senior secured debt coverage ratio test and a fixed charge coverage ratio test) that become effective in that event that (i) our excess availability for domestic loans falls below $20 million (excluding a specified reserve against the domestic borrowing base), or (ii) our excess availability for UK loans falls below $3 million. In such event, we must comply with the financial covenants for a period commencing on the last day of the fiscal quarter immediately preceding such event (unless such event occurs on the last day of a fiscal quarter, in which case the compliance period commences on such date) and ending on the last day of the fiscal quarter immediately following the fiscal quarter in which such event occurred.

	(a)		The Company held its annual meeting of shareholders on May 20, 2003.

	(b)		Not applicable.

	(c)		The matters considered at the annual meeting, and the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter, are as follows:

			Election of the following directors: