INTERFACE INC (Form: 10-Q, Received: 05/11/2017 11:11:05)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For Quarterly Period Ended April 2, 2017

Commission File Number 001-33994

INTERFACE, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices and zip code)

(770) 437-6800

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Shares outstanding of each of the registrant's classes of common stock at May 5, 2017:

	Class		Number of Shares
	Common Stock, $.10 par value per share		62,808,165

Table of Contents

INTERFACE, INC.

INDEX

			PAGE

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements	3

		Consolidated Condensed Balance Sheets – April 2, 2017 and January 1, 2017	3

		Consolidated Condensed Statements of Operations - Three Months Ended April 2, 2017 and April 3, 2016	4

		Consolidated Statements of Comprehensive Income – Three Months Ended April 2, 2017 and April 3, 2016	5

		Consolidated Condensed Statements of Cash Flows – Three Months Ended April 2, 2017 and April 3, 2016	6

		Notes to Consolidated Condensed Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
	Item 4.	Controls and Procedures	16

PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	18

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(IN THOUSANDS)

	APRIL 2, 2017			JANUARY 1, 2017
	(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents	$	80,046		$	165,672
Accounts Receivable, net		116,674			126,004
Inventories		177,725			156,083
Prepaid Expenses and Other Current Assets		26,790			23,123
TOTAL CURRENT ASSETS		401,235			470,882

PROPERTY AND EQUIPMENT, less accumulated depreciation		204,442			204,508
DEFERRED TAX ASSET		38,108			33,117
GOODWILL		63,033			61,218
OTHER ASSETS		66,912			65,714
TOTAL ASSETS	$	773,730		$	835,439

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	48,316		$	45,380
Current Portion of Long-Term Debt		15,000			15,000
Accrued Expenses		92,307			98,703
TOTAL CURRENT LIABILITIES		155,623			159,083

LONG-TERM DEBT		208,035			255,347
DEFERRED INCOME TAXES		5,024			4,728
OTHER		74,019			75,552
TOTAL LIABILITIES		442,701			494,710

Commitments and Contingencies

SHAREHOLDERS’ EQUITY:
Preferred Stock		0			0
Common Stock		6,276			6,424
Additional Paid-In Capital		329,228			359,451
Retained Earnings		150,811			140,238
Accumulated Other Comprehensive Income (Loss) – Foreign Currency Translation Adjustment		(99,492	)		(110,522	)
Accumulated Other Comprehensive Income (Loss) – Pension Liability		(55,794	)		(54,862	)
TOTAL SHAREHOLDERS’ EQUITY		331,029			340,729
	$	773,730		$	835,439

See accompanying notes to consolidated condensed financial statements.

-3-

Table of Contents

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	THREE MONTHS ENDED
	APRIL 2, 2017		APRIL 3, 2016

NET SALES	$	221,102	$	222,554
Cost of Sales		133,300		135,922

GROSS PROFIT ON SALES		87,802		86,632
Selling, General and Administrative Expenses		65,175		65,605
Restructuring and Asset Impairment Charges		7,299		0
OPERATING INCOME		15,328		21,027

Interest Expense		1,617		1,519
Other Expense		933		449

INCOME BEFORE INCOME TAX EXPENSE		12,778		19,059
Income Tax Expense		4,231		6,165

Net Income	$	8,547	$	12,894

Earnings Per Share – Basic	$	0.13	$	0.20

Earnings Per Share – Diluted	$	0.13	$	0.20

Common Shares Outstanding – Basic		64,081		65,685
Common Shares Outstanding – Diluted		64,123		65,723

See accompanying notes to consolidated condensed financial statements.

-4-

Table of Contents

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(IN THOUSANDS)

	THREE MONTHS ENDED
	APRIL 2, 2017			APRIL 3, 2016

Net Income	$	8,547		$	12,894
Other Comprehensive Income, Foreign Currency Translation Adjustment		11,030			9,379
Other Comprehensive Income (Loss), Pension Liability Adjustment		(932	)		608
Comprehensive Income	$	18,645		$	22,881

See accompanying notes to consolidated condensed financial statements.

-5-

Table of Contents

INTERFACE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

	THREE MONTHS ENDED
	APRIL 2, 2017			APRIL 3, 2016
OPERATING ACTIVITIES:
Net income	$	8,547		$	12,894
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		8,244			7,517
Stock compensation amortization expense		1,115			1,258
Deferred income taxes and other		920			1,946
Working capital changes:
Accounts receivable		11,661			13,242
Inventories		(18,610	)		(9,387	)
Prepaid expenses and current assets		(3,313	)		(63	)
Accounts payable and accrued expenses		(1,169	)		(27,079	)

CASH PROVIDED BY OPERATING ACTIVITIES		7,395			328

INVESTING ACTIVITIES:
Capital expenditures		(8,494	)		(4,461	)
Other		(389	)		(270	)

CASH USED IN INVESTING ACTIVITIES		(8,883	)		(4,731	)

FINANCING ACTIVITIES:
Repayments of long-term debt		(50,511	)		(2,500	)
Borrowing of long-term debt		0			20,167
Tax withholding payments for share-based compensation		(1,447	)		(4,624	)
Dividends paid		(3,806	)		(3,273	)
Repurchase of common stock		(31,061	)		(75	)

CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES:		(86,825	)		9,695

Net cash provided by (used in) operating, investing and financing activities		(88,313	)		5,292
Effect of exchange rate changes on cash		2,687			2,224

CASH AND CASH EQUIVALENTS:
Net change during the period		(85,626	)		7,516
Balance at beginning of period		165,672			75,696

Balance at end of period	$	80,046		$	83,212

See accompanying notes to consolidated condensed financial statements.

-6-

Table of Contents

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 January 1, 2017, as filed with the Commission.

The financial information included in this report has been prepared by the Company, without audit. In the opinion of management, the financial information included in this report contains all adjustments (all of which are normal and recurring) necessary for a fair presentation of the results for the interim periods. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The January 1, 2017 consolidated condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. Each of the first quarters of 2017 and 2016 were comprised of 13 weeks.

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

NOTE 2 – INVENTORIES

Inventories are summarized as follows:

	April 2, 2017		January 1, 2017
	(In thousands)
Finished Goods	$	121,212	$	104,742
Work in Process		8,484		8,711
Raw Materials		48,029		42,630
	$	177,725	$	156,083

NOTE 3 – EARNINGS PER SHARE

The Company computes basic earnings per share (“EPS”) by dividing net income by the weighted average common shares outstanding, including participating securities outstanding, during the period as discussed below. Diluted EPS reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue common stock were exercised, converted into common stock or resulted in the issuance of common stock that would have shared in the Company’s earnings.

-7-

Table of Contents

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

	Three Months Ended
	April 2, 2017		April 3, 2016
Earnings Per Share:

Basic Earnings Per Share:
Distributed Earnings	$	0.06	$	0.05
Undistributed Earnings		0.07		0.15
Total	$	0.13	$	0.20

Diluted Earnings Per Share:
Distributed Earnings	$	0.06	$	0.05
Undistributed Earnings		0.07		0.15
Total	$	0.13	$	0.20


Basic earnings per share	$	0.13	$	0.20
Diluted earnings per share	$	0.13	$	0.20

The following table presents net income that was attributable to participating securities.

	Three Months Ended
	April 2, 2017		April 3, 2016
	(In millions)
Net Income Attributable to Participating Securities	$	0.1	$	0.1

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

	Three Months Ended
	April 2, 2017		April 3, 2016
	(In thousands)
Weighted Average Shares Outstanding		63,635		65,107
Participating Securities		446		578
Shares for Basic Earnings Per Share		64,081		65,685
Dilutive Effect of Stock Options		42		38
Shares for Diluted Earnings Per Share		64,123		65,723

For the three months ended April 2, 2017, and April 3, 2016, there were no stock options or participating securities excluded from the computation of diluted EPS.

NOTE 4 – LONG-TERM DEBT

Syndicated Credit Facility

The Company has a syndicated credit facility (the “Facility”) pursuant to which the lenders provide to the Company and certain of its subsidiaries a multicurrency revolving credit facility and provide to the Company a term loan. The facility matures in October of 2019. Interest on base rate loans is charged at varying rates computed by applying a margin depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. Interest on LIBOR-based loans and fees for letters of credit are charged at varying rates computed by applying a margin over the applicable LIBOR rate, depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter. In addition, the Company pays a commitment fee per annum (depending on the Company’s consolidated net leverage ratio as of the most recently completed fiscal quarter) on the unused portion of the Facility.

As of April 2, 2017, the Company had outstanding $181.3 million of term loan borrowing and $41.8 million of revolving loan borrowings under the Facility, and had $2.6 million in letters of credit outstanding under the Facility. As of April 2, 2017, the weighted average interest rate on borrowings outstanding under the Facility was 2.5%.

-8-

Table of Contents

The Company is required to make quarterly amortization payments of the term loan borrowing. The amortization payments are due on the last day of the calendar quarter. The quarterly amortization payment amount was $3.75 million for the first quarter of 2017 and will remain this amount for all future quarters until maturity.

The Company is currently in compliance with all covenants under the Facility and anticipates that it will remain in compliance with the covenants for the foreseeable future.

Other Lines of Credit

Subsidiaries of the Company have an aggregate of the equivalent of $9.8 million of other lines of credit available at interest rates ranging from 2.5% to 6.5%. As of April 2, 2017, there were no borrowings outstanding under these lines of credit.

NOTE 5 – STOCK-BASED COMPENSATION

Stock Option Awards

In accordance with accounting standards, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost will be recognized over the period in which the employee is required to provide the services – the requisite service period (usually the vesting period) – in exchange for the award.

All outstanding stock options vested prior to the end of 2013, and therefore there was no stock option compensation expense in the first quarter of 2017 or 2016.

As of April 2, 2017, there were 87,500 stock options outstanding and exercisable, at an average exercise price of $8.75 per share. There were no stock options granted in 2017 or 2016. There were no exercises or forfeitures of stock options in the first quarter of 2017. The aggregate intrinsic value of the outstanding and exercisable stock options was $0.9 million as of April 2, 2017.

Restricted Stock Awards

During the three months ended April 2, 2017 and April 3, 2016, the Company granted restricted stock awards for 200,000 and 242,000 shares of common stock, respectively. Awards of restricted stock (or a portion thereof) vest with respect to each recipient over a one to three-year period from the date of grant, provided the individual remains in the employment or service of the Company as of the vesting date. Additionally, certain awards (or a portion thereof) could vest earlier in the event of a change in control of the Company, or upon involuntary termination without cause.

Compensation expense related to restricted stock grants was $0.6 million and $1.0 million for the three months ended April 2, 2017, and April 3, 2016, respectively. Accounting standards require that the Company estimate forfeitures for restricted stock and reduce compensation expense accordingly. The Company has reduced its expense by the assumed forfeiture rate and will evaluate experience against this forfeiture rate going forward.

The following table summarizes restricted stock outstanding as of April 2, 2017, as well as activity during the three months then ended:

	Restricted Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017		504,500	$	17.05
Granted		200,000		17.75
Vested		255,500		16.50
Forfeited or canceled		3,000		16.70
Outstanding at April 2, 2017		446,000	$	17.69

As of April 2, 2017, the unrecognized total compensation cost related to unvested restricted stock was $5.8 million. That cost is expected to be recognized by the end of 2020.

-9-

Table of Contents

Performance Share Awards

In 2017 and 2016, the Company issued awards of performance shares to certain employees. These awards will vest based on the achievement of certain performance-based goals over a performance period of one to three years, subject to the employee’s continued employment through the last date of the performance period, and will be settled in shares of our common stock or in cash at the Company’s election. The number of shares that may be issued in settlement of the performance shares to the award recipients may be greater (up to 200%) or lesser than the nominal award amount depending on actual performance achieved as compared to the performance targets set forth in the awards.

The following table summarizes the performance shares outstanding as of April 2, 2017, as well as the activity during the three months then ended:

	Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2017		368,500	$	17.20
Granted		329,000		17.75
Vested		1,000		17.22
Forfeited or canceled		2,500		17.22
Outstanding at April 2, 2017		694,000	$	17.46

Compensation expense related to the performance shares was $0.5 million and $0.3 million for the three months ended April 2, 2017, and April 3, 2016, respectively. Unrecognized compensation expense related to these performance shares was approximately $9.7 million as of April 2, 2017.

NOTE 6 – EMPLOYEE BENEFIT PLANS

The following tables provide the components of net periodic benefit cost for the three-month periods ended April 2, 2017 and April 3, 2016, respectively:

	Three Months Ended
Defined Benefit Retirement Plans (Europe)	April 2, 2017			April 3, 2016
	(In thousands)
Service cost	$	384		$	258
Interest cost		1,334			1,720
Expected return on assets		(1,586	)		(1,997	)
Amortization of prior service costs		0			27
Recognized net actuarial (gains)/losses		309			184
Net periodic benefit cost	$	441		$	192

	Three Months Ended
Salary Continuation Plan (SCP)	April 2, 2017		April 2, 2016
	(In thousands)
Service cost	$	0	$	111
Interest cost		313		317
Amortization of prior service cost		0		0
Amortization of (gain)/loss		91		202
Net periodic benefit cost	$	404	$	630

NOTE 7 – SEGMENT INFORMATION

Based on applicable accounting standards, the Company has determined that it has three operating segments – namely, the Americas, Europe and Asia-Pacific geographic regions. Pursuant to accounting standards, the Company has aggregated the three operating segments into one reporting segment because they have similar economic characteristics, and the operating segments are similar in all of the following areas: (a) the nature of the products and services; (b) the nature of the production processes; (c) the type or class of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment.

While the Company operates as one reporting segment for the reasons discussed, included below is selected information on our operating segments.

-10-

Table of Contents

Summary information by operating segment follows:

	AMERICAS		EUROPE		ASIA- PACIFIC		TOTAL
	(in thousands)
Three Months Ended April 2, 2017:

Net Sales	$	131,762	$	56,019	$	33,321	$	221,102
Depreciation and amortization		3,368		1,251		2,157		6,776
Total assets		247,266		228,860		243,625		719,751

Three Months Ended April 3, 2016:

Net Sales	$	130,417	$	57,958	$	34,179	$	222,554
Depreciation and amortization		3,657		1,274		2,216		7,147

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

	Three Months Ended
DEPRECIATION AND AMORTIZATION	April 2, 2017		April 3, 2016
	(In thousands)
Total segment depreciation and amortization	$	6,776	$	7,147
Corporate depreciation and amortization		1,468		370

Reported depreciation and amortization	$	8,244	$	7,517

ASSETS	April 2, 2017
	(In thousands)
Total segment assets	$	719,751
Corporate assets and eliminations		53,979

Reported total assets	$	773,730

NOTE 8 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest amounted to $1.6 million and $1.1 million for the three month periods ended April 2, 2017, and April 3, 2016, respectively. Income tax payments amounted to $4.7 million and $4.8 million for the three month periods ended April 2, 2017, and April 3, 2016, respectively.

NOTE 9 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard regarding recognition of revenue from contracts with customers. In summary, the core principle of this standard is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance for this standard was initially effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. However, in August of 2015, the FASB delayed the effective date of the standard for one full year. While the Company is currently reviewing this new standard, and the method by which it will be adopted, it does not believe that the adoption of this standard will have a material impact on its financial condition or results of operations.

In July 2015, the FASB issued an accounting standard to simplify the accounting for inventory. This standard requires all inventories to be measured at the lower of cost and net realizable value, except for inventory that is accounted for using the LIFO or the retail inventory method, which will be measured under existing accounting standards. The new guidance must be applied on a prospective basis and is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The adoption of this new standard did not have any significant impact on the Company’s consolidated financial statements.

-11-

Table of Contents

In November 2015, the FASB issued an accounting standard which requires deferred tax assets and liabilities, as well as any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. This standard does not change the existing requirement that only permits offsetting within a jurisdiction. The amendments in the standard may be applied either prospectively or retrospectively to all prior periods presented. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The Company adopted this standard in the first quarter of 2017, and recorded a reduction of current assets of $10.0 million and a corresponding increase in long term assets of $5.9 million as well as a reduction of long term liabilities of $4.1 million. The Company applied this standard retrospectively and as a result has adjusted the balance sheet as of the end of 2016 by these amounts as well.

In March 2016, the FASB issued an accounting standard update to simplify several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. In addition, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest, which is the current U.S. GAAP practice, or account for forfeitures when they occur. This update will be effective for fiscal periods beginning after December 15, 2016, including interim periods within that reporting period. The element of the new standard that will have the most impact on the Company’s financial statements will be income tax consequences. Excess tax benefits and tax deficiencies on stock-based compensation awards will now be included in the tax provision within the consolidated statement of operations as discrete items in the reporting period in which they occur, rather than the current accounting of recording in additional paid-in capital on the consolidated balance sheet. The adoption of this standard resulted in an increase in deferred tax assets of approximately $5.8 million, with a corresponding increase to equity accounts. There was an impact of this standard on the consolidated statement of cash flows upon adoption, as under the standard when an employer withholds shares for tax withholding purposes those related tax payments will be treated as financing activities, not as operating activities. Upon adoption in the first quarter of 2017, this has resulted in a reclassification of $4.6 million of such tax payments in the first quarter of 2016 from operating activities to financing activities. The Company has elected to continue our current policy of estimating forfeitures of stock-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures, which is allowable under the new standard.

In February 2016, the FASB issued a new accounting standard regarding leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements.

NOTE 10 – INCOME TAXES

Accounting standards require that all tax positions be analyzed using a two-step approach. The first step requires an entity to determine if a tax position is more-likely-than-not to be sustained upon examination. In the second step, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, that is more-likely-than-not to be realized upon ultimate settlement. In the first three months of 2017, the Company increased its liability for unrecognized tax benefits by $0.3 million. As of April 2, 2017, the Company had accrued approximately $28.2 million for unrecognized tax benefits. In accordance with applicable accounting standards, the Company’s deferred tax asset as of April 2, 2017 reflects a reduction for $5.0 million of these unrecognized tax benefits.

NOTE 11 – ITEMS RECLASSIFIED FROM OTHER COMPREHENSIVE INCOME

During the first quarter of 2017, the Company did not reclassify any significant amounts out of accumulated other comprehensive income. The reclassifications that occurred in that period were primarily comprised of $0.4 million related to the Company’s defined benefit retirement plan and salary continuation plan. These reclassifications were included in the selling, general and administrative expenses line item of the Company’s consolidated condensed statement of operations.

NOTE 12 – REPURCHASE OF COMMON STOCK

In the fourth quarter of 2014, the Company announced a program to repurchase up to 500,000 shares of common stock per fiscal year, commencing with the 2014 fiscal year. In the second quarter of 2016, the Company amended the share purchase program to authorize the repurchase of up to $50 million of common stock, with no specific expiration date. During the first three months of 2017, the Company repurchased and retired 1,601,896 shares of common stock at a weighted average purchase price of $19.36 per share. These repurchases completed the $50 million repurchase plan.

-12-

Table of Contents

On April 26, 2017, subsequent to the end of the first quarter, the Company adopted a new share repurchase program in which the Company is authorized to repurchase up to $100 million of its outstanding shares of common stock. The new program is subject to obtaining an amendment of the Company’s Syndicated Credit Facility to permit the repurchase of the fully authorized amount, and the program has no specific expiration date.

NOTE 13 – RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

In the fourth quarter of 2016, the Company committed to a new restructuring plan in its continuing efforts to improve efficiencies and decrease costs across its worldwide operations, and more closely align its operating structure with its business strategy. The plan involves (i) a substantial restructuring of the FLOR business model that includes closure of its headquarters office and most retail FLOR stores, (ii) a reduction of approximately 70 FLOR employees and a number of employees in the commercial carpet tile business, primarily in the Americas and Europe regions, and (iii) the write-down of certain underutilized and impaired assets that include information technology assets, intellectual property assets, and obsolete manufacturing, office and retail store equipment.

As a result of this plan, the Company incurred a pre-tax restructuring and asset impairment charge in the fourth quarter of 2016 of $19.8 million. In the first quarter of 2017, the Company recorded an additional charge of $7.3 million, primarily related to exit costs associated with the closure of most FLOR retail stores in the first quarter of 2017. The charge in the first quarter of 2017 was comprised of lease exit costs of $3.4 million, asset impairment charges of $3.3 million and severance charges of $0.6 million.

A summary of these restructuring activities is presented below:

	Total Restructuring Charge		Costs Incurred in 2016		Costs Incurred in 2017		Balance at April, 2, 2017
	(in thousands)
Workforce Reduction	$	10,652	$	1,451	$	2,739	$	6,462
Asset Impairment		11,319		8,019		3,300		0
Lease Exit Costs		5,116		27		1,102		3,987

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

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017, under Item 7 of that Form 10-K. Our discussions here focus on our results during the quarter ended, or as of, April 2, 2017, and the comparable period of 2016 for comparison purposes, and, to the extent applicable, any material changes from the information discussed in that Form 10-K or other important intervening developments or information since that time. These discussions should be read in conjunction with that Form 10-K for more detailed and background information.

Forward-Looking Statements

This report contains statements which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include risks and uncertainties associated with economic conditions in the commercial interiors industry as well as the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2017, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

-13-

Table of Contents

General

During the quarter ended April 2, 2017, net sales were $221.1 million compared with net sales of $222.6 million in the first quarter last year. Fluctuations in currency exchange rates had a negative impact of approximately $2.3 million on sales for the 2017 first quarter compared with the prior year period.

During the first quarter of 2017, net income was $8.5 million, or $0.13 per diluted share, compared with net income of $12.9 million, or $0.20 per diluted share, in the first quarter last year. The first quarter of 2017 includes $7.3 million of restructuring and asset impairment charges as a continuation of the plans announced for the fourth quarter of 2016, primarily relating to our closing of the majority of our FLOR retail stores.

Results of Operations

The following table presents, as a percentage of net sales, certain items included in our Consolidated Condensed Statements of Operations for the three-month periods ended April 2, 2017 and April 3, 2016, respectively:

	Three Months Ended
	April 2, 2017			April 3, 2016

Net sales		100.0	%		100.0	%
Cost of sales		60.3			61.1
Gross profit on sales		39.7			38.9
Selling, general and administrative expenses		29.5			29.5
Restructuring and Asset Impairment Charge		3.3			0.0
Operating income		6.9			9.4
Interest/Other expense		1.1			0.9
Income before tax expense		5.8			8.6
Income tax expense		1.9			2.8
Net income		3.9			5.8

Net Sales

Below is information regarding net sales, and analysis of those results, for the three-month periods ended April 2, 2017, and April 3, 2016, respectively.

	Three Months Ended				Percentage
	April 2, 2017		April 3, 2016		Change
	(In thousands)
Net Sales	$	221,102	$	222,554		(0.7	%)

For the quarter ended April 2, 2017, net sales declined $1.5 million (0.7%) versus the comparable period in 2016. Currency fluctuations had an approximately $2.3 million (1.1%) negative impact on first quarter 2017 sales compared to the first quarter of 2016. This negative impact was felt in Europe due to the weakness of the British Pound and Euro as compared to the prior year period, somewhat offset by a strengthening of the Australian dollar. On a geographic basis, sales increased in the Americas (up 1%). Due to the currency impacts described above, sales in Europe were down 3% (in local currencies, however, sales in Europe were up nearly 3%). In Asia-Pacific, sales were down 2.5%. In the Americas, the sales increase was in non-corporate office markets, with government and hospitality having the most significant advances, partially offset by a decline in the corporate office market. We also experienced a small increase in sales in the Americas as a result of our entry into the modular resilient flooring market, with a luxury vinyl tile (LVT) offering in the first quarter of 2017. Our FLOR residential business experienced a 7% increase, due to higher web-based sales in the quarter. In Europe, in local currencies, corporate office sales experienced a small increase, partially offset by declines in non-office markets, with the retail segment showing the largest decline. Sales in Asia-Pacific were down as a result of softer conditions in Asia, which experienced an 11% decrease, with China being the most significant decline. This was partially offset by an increase in Australia (5% increase in U.S. dollars). The increase in Australia was aided by currency, as in local currency the increase in Australia was approximately 1%. Within the Asia-Pacific region, the decline was most significant in the corporate office segment, which comprises the majority of the region’s sales. The decline was tempered by increased sales in non-office markets, with education showing the largest improvement versus the first quarter of 2016.

-14-

Table of Contents

Cost and Expenses

The following table presents our overall cost of sales and selling, general and administrative expenses for the three-month periods ended April 2, 2017, and April 3, 2016, respectively:

	Three Months Ended				Percentage
Cost and Expenses	April 2, 2017		April 3, 2016		Change
	(In thousands)
Cost of sales	$	133,300	$	135,922		(1.9%	)
Selling, general and administrative expenses		65,175		65,605		(0.7%	)
Total	$	198,475	$	201,527		(1.5%	)

For the quarter ended April 2, 2017, cost of sales declined $2.6 million (1.9%) as compared to the first quarter of 2016. Currency rate changes had less than 1% impact on the comparison. The decrease in costs of sales was partially due to lower sales of 0.7% for the quarter. The remainder of the decline in cost of sales for the period was a result of (1) lower raw materials costs compared to the first quarter of 2016, particularly yarn prices, which comprise the largest percentage of our raw material input, and (2) productivity enhancements related to both our restructuring actions as well as process improvement centered around our manufacturing initiatives, particularly in the Americas and Europe. As a result of these factors, cost of sales declined to 60.3% as a percentage of sales for the first quarter of 2017, compared with 61.1% for the comparable period of 2016. We do, however, expect that cost of sales as a percentage of sales will increase for the balance of 2017 as (1) raw material prices are expected to increase beginning in the second quarter, and (2) with the closure of the majority of FLOR retail stores, our cost of sales as a percentage of sales will increase as the FLOR retail sales typically generated higher gross margin compared to our commercial carpet business.

For the quarter ended April 2, 2017, selling, general and administrative (“SG&A”) expenses declined $0.4 million (0.7%) versus the comparable period in 2016. Fluctuations in currency exchange rates did not have a significant impact on this comparison between periods. While the overall change in SG&A expenses was not significant as compared to the first quarter of 2016, there was an approximately $2 million total increase in incentive compensation and selling expenses, particularly related to the rollout of our new LVT product offerings. These increases were entirely offset by savings from our transition to certain centralized functions, as well as savings from our restructuring actions in the fourth quarter of 2016. As a percentage of sales, SG&A expenses remained consistent at 29.5% of sales for each of the first quarters of 2017 and 2016.

Interest Expense

For the three-month period ended April 2, 2017, interest expense increased by $0.1 million to $1.6 million, versus $1.5 million for the three-month period ended April 3, 2016. The reason for the increase was higher daily average outstanding borrowings under our Syndicated Credit Facility during the first quarter of 2017 compared to the first quarter of 2016.

Liquidity and Capital Resources

General

At April 2, 2017, we had $80.0 million in cash. At that date, we had $181.3 million in term loan borrowings, $41.8 million of revolving loan borrowings and $2.6 million in letters of credit outstanding under the Syndicated Credit Facility. As of April 2, 2017, we could have incurred $205.6 million of additional borrowings under the Syndicated Credit Facility. In addition, we could have incurred an additional $9.8 million of borrowings under other credit facilities in place at other non-U.S. subsidiaries.

Analysis of Cash Flows

We exited the quarter ended April 2, 2017, with $80.0 million in cash, a decrease of $85.6 million during the first three months of the year. The decrease in cash was primarily a result of cash outflows for financing activities, with the most significant factors being (1) $50.5 million of cash used to repay borrowings under the Syndicated Credit Facility including a required amortization payment of $3.8 million, (2) $31.1 million of cash used to repurchase and retire 1.6 million shares of our outstanding common stock, (3) $8.5 million for capital expenditures, and (4) $3.8 million for the payment of dividends. These uses were partially offset by $7.4 million of cash generated by operating activities. The factors driving the cash from operations were (1) $8.5 million of net income for the period, and (2) $11.7 of cash received due to a reduction in accounts receivable. These inflows were partially offset by operating cash outflows of $18.6 million used to purchase inventory and $3.3 million used for an increase in prepaid expenses and other assets.

-15-

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The discussion below in this Item 3 is based upon the more detailed discussions of our market risk and related matters included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017, under Item 7A of that Form 10-K. The discussion here focuses on the quarter ended April 2, 2017, and any material changes from (or other important intervening developments since the time of) the information discussed in that Form 10-K. This discussion should be read in conjunction with that Form 10-K for more detailed and background information.

At April 2, 2017, we recognized an $11.0 million increase in our foreign currency translation adjustment account compared to January 1, 2017, primarily because of the strengthening of the Euro and Australian dollar against the U.S. dollar as of the end of the first quarter of 2017 compared to the end of 2016.

Sensitivity Analysis. For purposes of specific risk analysis, we use sensitivity analysis to measure the impact that market risk may have on the fair values of our market sensitive instruments. To perform sensitivity analysis, we assess the risk of loss in fair values associated with the impact of hypothetical changes in interest rates and foreign currency exchange rates on market sensitive instruments.

Because the debt outstanding under our Syndicated Credit Facility has variable interest rates based on an underlying prime lending rate or LIBOR rate, we do not believe changes in interest rates would have any significant impact on the fair value of that debt instrument. Changes in the underlying prime lending rate or LIBOR rate would, however, impact the amount of our interest expense. For a discussion of these hypothetical impacts on our interest expense, please see the discussion in Item 7A of our Annual Report on Form 10-K for the year ended January 1, 2017.

As of April 2, 2017, a 10% decrease or increase in the levels of foreign currency exchange rates against the U.S. dollar, with all other variables held constant, would result in a decrease in the fair value of our financial instruments of $8.5 million or an increase in the fair value of our financial instruments of $10.4 million, respectively. As the impact of offsetting changes in the fair market value of our net foreign investments is not included in the sensitivity model, these results are not indicative of our actual exposure to foreign currency exchange risk.

ITEM 4. CONTROLS AND PROCEDURES

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

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

-16-

Table of Contents

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There are no material changes in risk factors in the first quarter of 2017. For a discussion of risk factors, see Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended January 1, 2017.

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

The following table contains information with respect to purchases made by or on behalf of the Company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during our first quarter ended April 2, 2017:

Period⁽¹⁾	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽²⁾

January 2-31, 2017⁽³⁾		5,665	$	18.47		0		31,614,891
February 1-28, 2017⁽³⁾		328,203		18.93		259,608		26,618,469
March 1-31, 2017⁽³⁾		1,343,254		19.39		1,342,288		553,504
April 1-2, 2017		0		0.00		0		553,504
Total		1,677,122	$	19.30		1,601,896		553,504

⁽¹⁾The monthly periods identified above correspond to the Company’s fiscal first quarter of 2017, which commenced January 2, 2017 and ended April 2, 2017.

⁽²⁾ In April 2016, the Company amended its share purchase program to authorize the repurchase of up to $50 million of common stock. Although a balance of approximately $0.5 million remained in the program as of the end of the first quarter of 2017, the Company considered the program to be completed.

⁽³⁾ Includes shares acquired by the Company from employees to satisfy income tax withholding obligations in connection with the vesting of previous grants of restricted stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None

-17-

Table of Contents

ITEM 6. EXHIBITS

The following exhibits are filed with this report:

EXHIBIT NUMBER		DESCRIPTION OF EXHIBIT

10.1		Form of Restricted Stock Agreement for executive officers
10.2		Form of Performance Share Agreement for executive officers
10.3		Form of Restricted Stock Agreement for directors
10.4		Employment Agreement of Daniel T. Hendrix dated as of March 3, 2017 (included as Exhibit 99.1 to the Company's current report on Form 8-K filed on April 6, 2017, previously filed with the Commission and incorporated herein by reference).
10.5		Amended and Restated Employment and Change in Control Agreement of Jay D. Gould dated as of March 3, 2017 (included as Exhibit 99.1 to the Company's current report on Form 8-K filed on April 14, 2017, previously filed with the Commission and incorporated herein by reference).
31.1		Section 302 Certification of Chief Executive Officer.
31.2		Section 302 Certification of Chief Financial Officer.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Definition Linkbase Document.

-18-

Table of Contents

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: May 11, 2017	By:	/s/ Bruce A. Hausmann
		Bruce A. Hausmann
		Vice President
		(Principal Financial Officer)

-19-

Table of Contents

EXHIBITS INCLUDED HEREWITH

EXHIBIT NUMBER		DESCRIPTION OF EXHIBIT

10.1		Form of Restricted Stock Agreement for executive officers
10.2		Form of Performance Share Agreement for executive officers
10.3		Form of Restricted Stock Agreement for directors
31.1		Section 302 Certification of Chief Executive Officer.
31.2		Section 302 Certification of Chief Financial Officer.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Definition Linkbase Document.

-20-

Exhibit 10.1 – Form of Restricted Stock Agreement for executive officers

INTERFACE, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “Agreement”) is entered into as of the ___ day of _____________, 20__, by and between Interface, Inc. (the “Company”) and _______________ (“Grantee”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Interface, Inc. Omnibus Stock Incentive Plan (the “Plan”) which is administered by a committee appointed by the Company's Board of Directors (the “Committee”); and

WHEREAS, the Committee has granted to Grantee an award of Restricted Shares under the terms of the Plan (the “Award”) to encourage Grantee’s continued loyalty and diligence; and

WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Grantee, the parties hereto have set forth the terms of the Award in writing in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Plan Provisions.

In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, which are hereby incorporated herein by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control.

2. Stock Award.

Effective on __________ __, 20__ (the “Grant Date”), and subject to the restrictions and other conditions set forth herein, the Committee granted to Grantee an Award of _____ Shares of common stock, $.10 par value per share, of the Company. Such Shares granted are hereinafter sometimes referred to as the “Restricted Shares.” The Fair Market Value of each Restricted Share awarded on the Grant Date was $_____.

3. Vesting Restrictions.

(a) General. All or a portion (as applicable) of the Restricted Shares will vest and no longer be subject to forfeiture if one of several criteria is satisfied. As described below, these criteria are based on Grantee’s tenure of employment, the termination of Grantee’s employment after occurrence of a Change in Control (as defined in subsection (c) hereof), and/or certain other events resulting in termination of Grantee’s employment with the Company.

(b) Tenure of Employment. If Grantee remains continuously employed by the Company or any of its Subsidiaries until _____________, Grantee shall become fully vested in the Restricted Shares.

(c) Termination After a Change in Control. If within 24 months following the occurrence of a Change in Control (as defined below) Grantee’s employment with the Company and its Subsidiaries terminates as a result of (i) involuntary termination at the request of the Company (or the Subsidiary that is Grantee’s employer) for any reason other than Cause (as defined in Section 4 below), or (ii) a voluntary termination by Grantee with Good Reason (as defined below), any Restricted Shares granted hereunder that have not yet vested or been forfeited will become fully vested on the date of Grantee’s termination of employment. For purposes hereof, “Change in Control” shall mean the earliest to occur of:

(i) the acquisition by any “person”, entity, or “group” of “beneficial ownership” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and rules promulgated thereunder) of more than 30 percent of the outstanding capital stock entitled to vote for the election of directors (“Voting Stock”) of (A) the Company, or (B) any corporation which is the surviving or resulting corporation, or the transferee corporation, in a transaction described in clause (ii)(A) or (ii)(B) immediately below;

(ii) the effective time of (A) a merger, consolidation or other business combination of the Company with one or more corporations as a result of which the holders of the outstanding Voting Stock of the Company immediately prior to such merger or consolidation hold less than 51 percent of the Voting Stock of the surviving or resulting corporation, or (B) a transfer of all or substantially all of the property or assets of the Company other than to an entity of which the Company owns at least 51 percent of the Voting Stock, or (C) a plan of complete liquidation of the Company; and

(iii) the election to the Board of Directors of the Company, without the recommendation or approval of the incumbent Board of Directors of the Company, of the lesser of (A) four directors, or (B) directors constituting a majority of the number of directors of the Company then in office.

“Good Reason” shall mean, following a Change in Control, (i) a material reduction in Grantee’s authorities, duties or responsibilities, (ii) a material reduction in Grantee’s base compensation or bonus opportunity as in effect immediately prior to the Change in Control, (iii) a material reduction in Grantee’s benefits, other than a reduction affecting substantially all similarly situated employees, (iv) a material reduction in any budget over which the Grantee has authority, or (v) a Company-required relocation of more than 30 miles of the Grantee’s principal place of employment. An event described in clause (i), (ii) or (iii) shall constitute Good Reason only if the Grantee notifies the Company within 20 days of the occurrence of the event and the Company fails to take appropriate action to cure such event within 20 days after receiving such notice.

(d) Disability, Death, or Involuntary Termination without Cause. Upon the date that Grantee’s employment with the Company and its Subsidiaries terminates as a result of (i) Grantee’s Disability (as defined below), (ii) Grantee’s death, or (iii) an involuntary termination at the request of the Company (or the Subsidiary that is Grantee’s employer) for any reason other than Cause (as defined in Section 4 below), all or a portion of the Restricted Shares that have not yet vested or been forfeited will do so on such date, and Grantee thereupon will become vested in such Restricted Shares; provided, however, that in the event of an involuntary termination for any reason other than Cause, in order to vest in such Restricted Shares Grantee must sign a release of claims and acknowledgment in the form required by the Company. The amount of Restricted Shares that shall vest will be equal to the product of (x) the total number of Restricted Shares granted hereunder that have not yet vested, and (y) a fraction, the numerator of which is the number of full and partial 12-month periods that have elapsed since the Grant Date (with any partial 12-month period treated as a whole 12-month period), and the denominator of which is __________. Any Restricted Shares that do not vest as described herein shall be immediately forfeited, and Grantee (or Grantee’s heirs) shall not have any rights in such Restricted Shares. For purposes hereof, the term “Disability” shall mean Grantee’s inability, as a result of physical or mental incapacity, to substantially perform Grantee’s duties for the Company and its Subsidiaries on a full-time basis for a continuous period of six months. The Committee, in its sole discretion, shall make all determinations as to whether or not Grantee has incurred a Disability, and the Committee’s determination shall be final and binding.

4. Forfeiture Upon Resignation or Termination for Cause.

If Grantee voluntarily resigns from employment with the Company and all of its Subsidiaries, or if the Company or the Subsidiary that is Grantee’s employer terminates Grantee’s employment for Cause (as defined below), any Restricted Shares that are not then vested under any provision of Section 3 shall be immediately forfeited, and Grantee shall have no rights in such Restricted Shares. For purposes hereof, the term “Cause” shall mean the reason for termination of Grantee’s employment is (A) Grantee’s fraud, dishonesty, gross negligence or willful misconduct, with respect to business affairs of the Company or its Subsidiaries, (B) Grantee’s refusal or repeated failure to follow the established lawful policies of the Company or its Subsidiaries applicable to persons occupying the same or similar positions, or (C) Grantee’s conviction of a felony or other crime involving moral turpitude.

5. Delivery of Shares.

Within a reasonable time after the date hereof, the Company shall cause the Restricted Shares to be registered in the name of Grantee, subject to the risk of forfeiture set forth in Sections 3 and 4 hereof. Grantee may not sell, assign, transfer or pledge any Restricted Shares prior to the date on which the possibility of forfeiture with respect to such Shares has lapsed. During the period that any Restricted Shares remain subject to a risk of forfeiture under Sections 3 and 4 hereof, the Company may retain possession of any certificate representing such Shares as a means of enforcing such restrictions.

6. Acknowledgment of Grantee.

Grantee acknowledges that certain restrictions under state, federal or foreign securities laws may apply with respect to the Restricted Shares granted pursuant to the Award. Grantee further acknowledges that, to the extent Grantee is an “affiliate” of the Company (as that term is defined by the Securities Act of 1933), the Restricted Shares granted as a result of the Award are subject to certain trading restrictions under applicable securities laws (including, particularly, Rule 144 under the Securities Act). Grantee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state, federal and foreign securities laws applicable to the Company and any restrictions on the resale of such Shares which may pertain under such laws. The Company has registered (or intends to register) the securities represented by the Restricted Shares; however, in the event such registration at any time is ineffective or any special rules apply, such securities may be sold or transferred only in accordance with the Plan and pursuant to additional, effective securities laws registrations or in a transaction that is exempt from such registration requirements. If appropriate under the circumstances, the certificate(s) evidencing the Restricted Shares shall bear a restrictive legend indicating that such shares have not been registered under applicable securities laws.

7. Execution of Agreement.

Grantee shall execute this Agreement within 30 days after receipt of same, and promptly return an executed copy to the Secretary of the Company.

8. Withholding.

Grantee shall pay the Company an amount equal to the sum of all applicable employment taxes that the Company or any Subsidiary is required to withhold at any time in connection with the operation of this Agreement. In the absence of prior arrangements satisfactory to the Company for payment of all such taxes required to be withheld, the Company shall withhold a portion of the Restricted Shares then vested under this Agreement in payment of such taxes, except to the extent such withholding of Shares is prohibited by any covenants governing the Company’s debt as in effect from time to time.

9. Miscellaneous.

(a) Employment Rights. The granting of the Award and the execution of this Agreement shall not afford Grantee any rights to similar grants in future years or any right to be retained in the employ or service of the Company or any of its Subsidiaries, nor shall it interfere in any way with the right of the Company or any such Subsidiary to terminate Grantee's employment or services at any time, with or without cause, or the right of Grantee to terminate Grantee’s employment or services at any time.

(b) Shareholder Rights. While the Restricted Shares remain subject to forfeiture under Sections 3 and 4 hereof, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and to receive any cash dividends.

(c) Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a governmental agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall continue in full force and effect, and shall in no way be affected, impaired or invalidated.

(d) Controlling Law. This Agreement is being made in the State of Georgia (USA) and shall be construed and enforced in accordance with the laws of that state. Grantee hereby consents to the exclusive jurisdiction of the Superior Court of Cobb County, Georgia, and the U.S. District Court in Atlanta, Georgia, and hereby waives any objection Grantee might otherwise have to jurisdiction and venue in such courts, in the event either court is requested to resolve a dispute between the parties with respect to this Agreement.

(e) Construction. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(f) Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, and Grantee and Grantee’s heirs and personal representatives. Any business entity or person succeeding to all or substantially all of the business of the Company by stock purchase, merger, consolidation, purchase of assets, or otherwise shall be bound by and shall adopt and assume this Agreement, and the Company shall obtain the assumption of this Agreement by such successor.

(g) Headings. Section and other headings contained in this Agreement are included for reference purposes only and are in no way intended to define or limit the scope, extent or intent of this Agreement or any provision hereof.

IN WITNESS WHEREOF, the individual party hereto has executed this Agreement, and the corporate party has caused this Agreement to be executed by a duly authorized representative, as of the date first set forth above.

INTERFACE, INC.

By:

[name]

ex10-1.htm

GRANTEE

__________________________________________

[name]

Exhibit 10.2 – Form of Performance Share Agreement for executive officers

INTERFACE, INC.

PERFORMANCE SHARE AGREEMENT

This Performance Share Agreement (this “Agreement”) is entered into as of the ____ day of __________, 20__, by and between Interface, Inc. (the “Company”) and ___________ (“Grantee”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Interface, Inc. Omnibus Stock Incentive Plan (the “Plan”) which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”); and

WHEREAS, the Committee has granted to Grantee an award of Performance Shares under the terms of the Plan (the “Award”) to encourage Grantee’s continued loyalty and diligence; and

WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Grantee, the parties hereto have set forth the terms of the Award in writing in this Agreement.

1) Plan Provisions.

2) Performance Share Award.

(a) Effective on ___________ ___, 20___ (the “Grant Date”), and subject to the restrictions and other conditions set forth herein, the Committee granted to Grantee an Award of ______ Performance Shares based on a “Target Level” of vesting as described in Section 3. Such Performance Shares granted are hereinafter sometimes referred to as the “Performance Shares.” The Fair Market Value of each Performance Share awarded on the Grant Date was $______.

(b) If cash dividends are paid with respect to Shares, Grantee shall be credited with a “dividend equivalent” representing the right to receive a cash payment equal to the amount of such dividend with respect of each Performance Share that vests under the Award. If dividends are paid in the form of Shares rather than cash, then the number of Performance Shares shall be increased by the Performance Shares for each Share that would have been received as a dividend had the Performance Shares been outstanding Shares. Dividend equivalents and additional Performance Shares credited under the Section shall vest or be forfeited at the same time as the Performance Shares to which they relate.

3) Vesting Restrictions.

(a) General. All or a portion (as applicable) of the Performance Shares will vest and no longer be subject to forfeiture if one of several criteria is satisfied. As described below, these criteria are based on the Company’s earnings per share (“EPS”) growth or relative total shareholder return (“TSR”), the termination of Grantee’s employment after the occurrence of a Change in Control (as defined in subsection (c) hereof), and/or certain other events resulting in termination of Grantee’s employment with the Company.

(b) Performance Vesting. The Performance Shares shall vest under this Section 3(b), to the extent not otherwise vested or forfeited hereunder, to the extent that the performance vesting criteria specified in this Section 3(b) is achieved. [Performance Vesting Criteria Described Here]

(d) Effect of a Change in Control. In the event of a Change in Control (as defined in Section 4(d)), the Committee shall have the authority to, without the Grantee’s consent, alter or amend the terms of the Award, with respect to any Performance Shares that have not then vested or been forfeited, in any manner that it deems equitable and necessary or advisable to take into account the effect of the Change in Control. Such modifications may include, by way of example and not by way of limitation, (i) providing for payment in the form of cash or other securities in lieu of Shares, (ii) vesting of all or a portion of the Performance Shares based on the attainment of the performance criteria under Section 3(b) or 3(c) determined as of the date of the Change of Control, (iii) accelerating the vesting of the Performance Shares in full or on a pro rata basis, (iv) converting some or all of the Shares to time-based vesting, or (v) making appropriate adjustments to the performance criteria under Sections 3(b) and 3(c). Nothing in this Section 3(d) shall limit the Committee from taking any other action permitted under the Plan with respect to the Performance Shares.

4) Effect of Termination of Employment

(a) Resignation or Termination for Cause. If Grantee voluntarily resigns from employment with the Company and all of its Subsidiaries for any reason other than Disability (as defined in subsection (b) below), or if the Company or the Subsidiary that is Grantee’s employer terminates Grantee’s employment for Cause (as defined below), any Performance Shares that are not then vested shall be immediately forfeited, and Grantee shall have no rights in such Performance Shares. For purposes hereof, the term “Cause” shall mean the reason for termination of Grantee’s employment is (A) Grantee’s fraud, dishonesty, gross negligence or willful misconduct, with respect to the business affairs of the Company or its Subsidiaries, (B) Grantee’s refusal or repeated failure to follow the established lawful policies of the Company or its Subsidiaries applicable to persons occupying the same or similar positions, or (C) Grantee’s conviction of a felony or other crime involving moral turpitude.

(b) Disability or Death. If Grantee’s employment with the Company and its Subsidiaries terminates as a result of (i) Grantee’s Disability (as defined below) or (ii) Grantee’s death, Grantee (or Grantee’s heirs) shall vest in a portion of the Performance Shares that have not yet vested or been forfeited. The number of Performance Shares that shall vest will be equal to the product of (x) the nominal number of Performance Shares specified in Section 2(a), reduced by the number of Performance Shares that have vested under the performance criterion (pursuant to Sections 3(b) and 3(c) hereof), and (y) a fraction, the numerator of which is the number of full and partial 12 month periods that have elapsed since the Grant Date (with any partial 12 month period treated as a whole 12-month period), and the denominator of which is _________. Any Performance Shares that do not vest as described herein shall be immediately forfeited, and Grantee (or Grantee’s heirs) shall not have any rights in such Performance Shares. For purposes hereof, the term “Disability” shall mean Grantee’s inability, as a result of physical or mental incapacity, to substantially perform Grantee’s duties for the Company and its Subsidiaries on a full-time basis for a continuous period of six months. The Committee, in its sole discretion, shall make all determinations as to whether or not Grantee has incurred a Disability, and the Committee’s determination shall be final and binding.

(c) Involuntary Termination. If Grantee’s employment with the Company and its Subsidiaries terminates as a result of an involuntary termination at the request of the Company (or the Subsidiary that is Grantee’s employer) for any reason other than Cause (as defined in subsection (a) above) and the provisions of Section 4(d) do not apply, Grantee will retain a portion of the Performance Shares that have not yet vested or been forfeited; provided however, that (i) such retained Performance Shares shall vest only in accordance with Section 3(b) and/or 3(c) and (ii) in order to retain such Performance Shares Grantee must sign a release of claims and acknowledgement in the form required by the Company. Any Performance Shares that are not retained by Grantee shall be immediately forfeited, and Grantee shall not have any rights in such Performance Shares. The number of such Performance Shares that shall be retained will be equal to the product of (x) the nominal number of Performance Shares specified in Section 2(a), reduced by the number of Performance Shares that have vested under the performance criteria (pursuant to Sections 3(b) and 3(c) hereof), and (y) a fraction, the numerator of which is the number of full and partial 12-month periods that have elapsed since the Grant Date (with any partial 12-month period treated as a whole 12-month period), and the denominator of which is three.

(d) Termination After a Change in Control. If, within 24 months following the occurrence of a Change in Control (as defined below), Grantee’s employment with the Company and its Subsidiaries terminates as a result of (i) involuntary termination at the request of the Company (or the Subsidiary that is Grantee’s employer) for any reason other than Cause (as defined in Section 4(a)), or (ii) a voluntary termination by Grantee with Good Reason (as defined below), a portion of the Performance Shares granted hereunder that have not yet vested or been forfeited will become vested on the date of Grantee’s termination of employment in accordance with this Section 4(d). The number of Performance Shares that shall vest upon such termination of employment shall be equal to the nominal number of Performance Shares set forth in Section 2(a), reduced by the number of Performance Shares previously vested and any Performance Shares that vest pursuant to Section 3(b) after the Grantee’s termination of employment due to the Committee’s subsequent certification of EPS with respect to a fiscal year that ended during the Grantee’s employment. For purposes hereof, “Change in Control” shall mean the earliest to occur of:

“Good Reason” shall mean, following a Change in Control, (i) a material reduction in Grantee’s authorities, duties or responsibilities, (ii) a material reduction in Grantee’s base compensation or bonus opportunity as in effect immediately prior to the Change in Control, (iii) a material reduction in Grantee’s benefits, other than a reduction affecting substantially all similarly situated employees, (iv) a material reduction in any budget over which the Grantee has authority, or (v) a Company-required relocation of more than 30 miles of the Grantee’s principal place of employment. An event described in clause (i), (ii) or (iii) shall constitute Good Reason only if the Grantee notifies the Company within 20 days of the occurrence of the event and the Company fails to take appropriate action to cure such event within 20 days after receiving such notice.

5) Delivery of Shares.

Within a reasonable time after the vesting of any Performance Shares (and in no event later than two and one-half months after the later of (i) the calendar year in which such Performance Shares vest and (ii) the Company’s fiscal year in which such Performance Shares vest), the Company shall deliver a number of Shares equal to the number of vested Performance Shares; provided, however, that the Committee may elect to make payment in cash equal to the Fair Market Value of the Shares, or in a combination of cash and Shares. Grantee may not sell, assign, transfer or pledge any right or interest in the Performance Shares prior to the date on which payment or delivery in respect of such Performance Shares has been made.

6) Acknowledgment of Grantee.

Grantee acknowledges that certain restrictions under state, federal or foreign securities laws may apply with respect to the Performance Shares granted pursuant to the Award. Grantee further acknowledges that, to the extent Grantee is an “affiliate” of the Company (as that term is defined by the Securities Act of 1933), the Shares issued under the Award are subject to certain trading restrictions under applicable securities laws (including, particularly, Rule 144 under the Securities Act). Grantee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state, federal and foreign securities laws applicable to the Company and any restrictions on the resale of the Shares delivered in respect of such Performance Shares which may pertain under such laws. The Company has registered (or intends to register) the Shares represented by the Performance Shares; however, in the event such registration at any time is ineffective or any special rules apply, such securities may be sold or transferred only in accordance with the Plan and pursuant to additional, effective securities laws registrations or in a transaction that is exempt from such registration requirements. If appropriate under the circumstances, the certificate(s) evidencing such Shares shall bear a restrictive legend indicating that such shares have not been registered under applicable securities laws.

7) Execution of Agreement.

Grantee shall execute this Agreement within 30 days after receipt of same, and promptly return an executed copy to the Secretary of the Company.

8) Withholding.

Grantee shall pay the Company an amount equal to the sum of all applicable employment taxes that the Company or any Subsidiary is required to withhold at any time in connection with the operation of this Agreement. In the absence of prior arrangements satisfactory to the Company for payment of all such taxes required to be withheld, the Company shall withhold a portion of the Shares or cash to be delivered under this Agreement in payment of such taxes, except to the extent such withholding of Shares is prohibited by any covenants governing the Company’s debt as in effect from time to time.

9) Miscellaneous.

a) Employment Rights. The granting of the Award and the execution of this Agreement shall not afford Grantee any rights to similar grants in future years or any right to be retained in the employ or service of the Company or any of its Subsidiaries, nor shall it interfere in any way with the right of the Company or any such Subsidiary to terminate Grantee’s employment or services at any time, with or without cause, or the right of Grantee to terminate Grantee’s employment or services at any time.

b) Shareholder Rights. Prior to the delivery of Shares pursuant to Section 5, Grantee shall not have the rights of a shareholder of the Company, including the right to vote such Shares or to receive any cash dividends.

c) Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a governmental agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall continue in full force and effect, and shall in no way be affected, impaired or invalidated.

d) Controlling Law. This Agreement is being made in the State of Georgia (USA) and shall be construed and enforced in accordance with the laws of that state. Grantee hereby consents to the exclusive jurisdiction of the Superior Court of Cobb County, Georgia, and the U.S. District Court in Atlanta, Georgia, and hereby waives any objection Grantee might otherwise have to jurisdiction and venue in such courts, in the event either court is requested to resolve a dispute between the parties with respect to this Agreement.

e) Construction. This Agreement contains the entire understanding between the parties and supersedes any prior understanding and agreements between them with respect to the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties hereto relating to the subject matter hereof which are not fully expressed herein.

f) Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, and Grantee and Grantee’s heirs and personal representatives. Any business entity or person succeeding to all or substantially all of the business of the Company by stock purchase, merger, consolidation, purchase of assets, or otherwise shall be bound by and shall adopt and assume this Agreement, and the Company shall obtain the assumption of this Agreement by such successor.

g) Headings. Section and other headings contained in this Agreement are included for reference purposes only and are in no way intended to define or limit the scope, extent or intent of this Agreement or any provision hereof.

INTERFACE, INC.

By:

[name]

ex10-2.htm

GRANTEE

____________________________________

[name]

Exhibit 10.3 – Form of Restricted Stock Agreement for Directors

INTERFACE, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (this “Agreement”) is entered into as of the ____ day of _________, 20___, by and between Interface, Inc. (the “Company”) and _______________ (“Grantee”).

W I T N E S S E T H:

WHEREAS, Grantee is an “Outside Director” of the Company, and the Committee has granted to Grantee an award of Restricted Shares under the terms of the Plan (the “Award”) to encourage Grantee’s continued participation as a director of the Company; and

WHEREAS, to comply with the terms of the Plan and to further the interests of the Company and Grantee, the parties hereto have set forth the terms of the Award in writing in this Agreement.

Plan Provisions.

Stock Award.

Effective on ________ __, 20__ (the “Grant Date”), and subject to the restrictions and other conditions set forth herein, the Committee granted to Grantee an Award of _____ Shares of common stock, $.10 par value per share, of the Company. Such Shares granted are hereinafter sometimes referred to as the “Restricted Shares.” The Fair Market Value of each Restricted Share awarded on the Grant Date was $_____.

Vesting Restrictions.

(a) General. The Restricted Shares will vest and no longer be subject to forfeiture if one of certain specified criteria is satisfied. As described below, these criteria are based on Grantee’s tenure as a director of the Company or Grantee ceasing to serve as a director of the Company or its successor or after the occurrence of a Change in Control (as defined in subsection (c) hereof).

(b) Tenure of Engagement. If Grantee remains continuously engaged as a director of the Company until ____________, Grantee shall become fully vested in ______________ of the Restricted Shares. If Grantee remains continuously engaged as a director of the Company until ____________, Grantee shall become fully vested in ___________ of the Restricted Shares.

(c) Change in Control. If a Change in Control (as defined below) occurs at any time prior to _______________ and Grantee does not serve, or is not asked to serve, on the board of directors (or similar governing body) of the Company or its successor following the Change in Control, any Restricted Shares granted hereunder that have not yet vested or been forfeited will become fully vested as of the date on which the Grantee ceases to serve as a director or in a similar capacity. For purposes hereof, “Change in Control” shall mean the earliest to occur of:

(d) Partial Vesting Upon Certain Events. Upon the date that Grantee’s engagement as a director of the Company terminates as a result of (i) Grantee’s Disability (as defined below) or (ii) Grantee’s death, a portion of the Restricted Shares that have not yet vested will do so on such date, and Grantee thereupon will become vested in such portion of the Restricted Shares. The portion of Restricted Shares that shall vest will be equal to the product of (x) the total number of Restricted Shares granted hereunder that have not yet vested pursuant to the tenure or change in control criteria; and (y) a fraction, the numerator of which is the number of full and partial 12-month periods that have elapsed since the Grant Date (with any partial 12-month period treated as a whole 12-month period), and the denominator of which is _______. Any Restricted Shares that do not vest as described herein shall be immediately forfeited, and Grantee (or Grantee’s heirs) shall not have any rights in such Restricted Shares. For purposes hereof, the term “Disability” shall mean Grantee’s inability, as a result of physical or mental incapacity, to substantially perform Grantee’s duties as a director of the Company for a continuous period of six months. The Committee, in its sole discretion, shall make all determinations as to whether or not Grantee has incurred a Disability, and the Committee’s determination shall be final and binding.

Forfeiture Upon Resignation or Non-Election.

If Grantee voluntarily resigns from the Board of Directors of the Company, for any reason, or is not nominated (or declines to stand) for re-election, or stands for re-election as a director of the Company but is not elected, any Restricted Shares that are not then vested under any provision of Section 3 shall be immediately forfeited, and Grantee shall have no rights in such Restricted Shares.

Delivery of Shares.

Acknowledgment of Grantee.

Grantee acknowledges that certain restrictions under state, federal or foreign securities laws may apply with respect to the Restricted Shares granted pursuant to the Award. Grantee further acknowledges that, to the extent Grantee is an “affiliate” of the Company (as that term is defined by the Securities Act of 1933), the Restricted Shares granted as a result of the Award are subject to certain trading restrictions under applicable securities laws (including, particularly, Rule 144 under the Securities Act). Grantee hereby agrees to execute such documents and take such actions as the Company may reasonably require with respect to state, federal and foreign securities laws applicable to the Company and any restrictions on the resale of such Shares which may pertain under such laws. The Company has registered (or intends to register) the securities represented by the Restricted Shares; however, in the event such registration at any time is ineffective or any special rules apply, such securities may be sold or transferred only in accordance with the Plan and pursuant to additional, effective securities laws registrations or in a transaction that is exempt from such registration requirements. If appropriate under the circumstances, any certificate(s) evidencing the Restricted Shares shall bear a restrictive legend indicating that the Restricted Shares have not been registered under applicable securities laws.

Execution of Agreement.

Grantee shall execute this Agreement within 30 days after receipt of same, and promptly return an executed copy to the Secretary of the Company.

Withholding.

Grantee shall pay the Company an amount equal to the sum of all applicable taxes, if any, that the Company is required to withhold at any time in connection with the operation of this Agreement. In the absence of prior arrangements satisfactory to the Company for payment of all such taxes required to be withheld, the Company shall withhold a portion of the Restricted Shares then vested under this Agreement in payment of such taxes, except to the extent such withholding of Shares is prohibited by any covenants governing the Company’s debt as in effect from time to time.

Miscellaneous.

(a) Future Rights. The granting of the Award and the execution of this Agreement shall not afford Grantee any rights to similar grants in future years or any right to continue to serve as a director of the Company.

	INTERFACE, INC.


	By:
		[Name]
		[Title]

	GRANTEE


	[Name]

Exhibit 31.1

CERTIFICATION

I, Jay D. Gould, 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;

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

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

(d)

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: May 11, 2017
	/s/ Jay D. Gould
	Jay D. Gould
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Bruce A. Hausmann, 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;

(a)

(b)

(c)

(d)

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)

(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: May 11, 2017
	/s/ Bruce A. Hausmann
	Bruce A. Hausmann
	Chief Financial Officer

Exhibit 32.1

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

I, Jay D. Gould, Chief Executive Officer of Interface, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 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 April 2, 2017 (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.

Date: May 11, 2017
	/s/ Jay D. Gould
	Jay D. Gould
	Chief Executive Officer

Exhibit 32.2

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

I, Bruce A. Hausmann, Chief Financial Officer of Interface, Inc. (the “Company”), certify, pursuant to 18 U.S.C. § 1350 as adopted by § 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 April 2, 2017 (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.

Date: May 11, 2017
	/s/ Bruce A. Hausmann
	Bruce A. Hausmann
	Chief Financial Officer