Tennessee
|
|
62-0183370
|
(State or other jurisdiction of incorporation of organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
475 Reed Road, Dalton, GA 30720
|
|
(706) 876-5800
|
(Address of principal executive offices and zip code)
|
|
(Registrant's telephone number, including area code)
|
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of Class
|
|
Name of each exchange on which registered
|
Common Stock, $3.00 par value
|
|
NASDAQ Stock Market, LLC
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
|
|
Title of class
|
|
|
None
|
|
|
Class
|
|
Outstanding as of February 21, 2020
|
|||
Common Stock, $3.00 Par Value
|
|
14,983,013
|
|
|
shares
|
Class B Common Stock, $3.00 Par Value
|
|
836,669
|
|
|
shares
|
Class C Common Stock, $3.00 Par Value
|
|
0
|
|
|
shares
|
PART I
|
Page
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Item 1.
|
BUSINESS
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Residential floorcovering products
|
72
|
%
|
|
72
|
%
|
|
68
|
%
|
Commercial floorcovering products
|
28
|
%
|
|
28
|
%
|
|
32
|
%
|
1.
|
annual reports on Form 10-K;
|
2.
|
quarterly reports on Form 10-Q;
|
3.
|
current reports on Form 8-K; and
|
4.
|
amendments to the foregoing reports.
|
•
|
Discharge to air and water;
|
•
|
Handling and disposal of solid and hazardous substances and waste, and
|
•
|
Remediation of contamination from releases of hazardous substances in our facilities and off-site disposal locations.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Location
|
|
Type of Operation
|
|
Approximate Square Feet
|
|
Administrative:
|
|
|
|
|
|
Saraland, AL*
|
|
Administrative
|
|
29,000
|
|
Santa Ana, CA*
|
|
Administrative
|
|
4,000
|
|
Calhoun, GA
|
|
Administrative
|
|
10,600
|
|
Dalton, GA*
|
|
Administrative
|
|
50,800
|
|
|
|
Total Administrative
|
|
94,400
|
|
|
|
|
|
|
|
Manufacturing and Distribution:
|
|
|
|||
Atmore, AL
|
|
Carpet Manufacturing, Distribution
|
|
610,000
|
|
Roanoke, AL
|
|
Carpet Yarn Processing
|
|
204,000
|
|
Saraland, AL*
|
|
Carpet, Rug and Tile Manufacturing, Distribution
|
|
384,000
|
|
Porterville, CA*
|
|
Carpet Yarn Processing
|
|
249,000
|
|
Santa Ana, CA*
|
|
Carpet and Rug Manufacturing, Distribution
|
|
200,000
|
|
Adairsville, GA
|
|
Samples and Rug Manufacturing, Distribution
|
|
292,000
|
|
Calhoun, GA *
|
|
Distribution
|
|
99,000
|
|
Calhoun, GA
|
|
Carpet Dyeing & Processing
|
|
193,300
|
|
Eton, GA
|
|
Carpet Manufacturing, Distribution
|
|
408,000
|
|
Dalton, GA*
|
|
Samples Warehouse and Distribution
|
|
40,000
|
|
|
|
Total Manufacturing and Distribution
|
|
2,679,300
|
|
|
|
|
|
|
|
* Leased properties
|
|
TOTAL
|
|
2,773,700
|
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Name, Age and Position
|
|
Business Experience During Past Five Years
|
|
|
|
Daniel K. Frierson, 78
Chairman of the Board, and Chief Executive Officer, Director
|
|
Director since 1973, Chairman of the Board since 1987 and Chief Executive Officer since 1980. He is the Chairman of the Company's Executive Committee. He is past Chairman of The Carpet and Rug Institute. He serves as Director of Astec Industries, Inc. headquartered in Chattanooga, Tennessee.
|
|
|
|
D. Kennedy Frierson, Jr., 52
Vice President and Chief Operating Officer, Director
|
|
Director since 2012 and Vice President and Chief Operating Officer since August 2009. Vice President and President Masland Residential from February 2006 to July 2009. President Masland Residential from December 2005 to January 2006. Executive Vice President and General Manager, Dixie Home, 2003 to 2005. Business Unit Manager, Bretlin, 2002 to 2003.
|
|
|
|
Allen L. Danzey, 50
Chief Financial Officer
|
|
Chief Financial Officer since January 2020. Director of Accounting from May 2018 to December 2019. Commercial Division Controller from July 2009 to May 2018. Residential Division Controller and Senior Accountant from February 2005 to July 2009.
|
|
|
|
Jon A. Faulkner, 59
Vice President Strategic Initiatives |
|
Vice President Strategic Initiatives since January 2020. Vice President and Chief Financial Officer from October 2009 to December 2019. Vice President of Planning and Development from February 2002 to September 2009. Executive Vice President of Sales and Marketing for Steward, Inc. from 1997 to 2002.
|
|
|
|
Thomas M. Nuckols, 52
Vice President and President, Dixie Residential |
|
Vice President and President of Dixie Residential since November 2017. Executive Vice President, Dixie Residential from February 2017 to November 2017. Dupont/Invista, from 1989 to 2017, Senior Director of Mill Sales and Product Strategy from 2015 to 2017.
|
|
|
|
W. Derek Davis, 69
Vice President, Human Resources and Corporate Secretary
|
|
Vice President of Human Resources since January 1991 and Corporate Secretary since January 2016. Corporate Employee Relations Director, 1988 to 1991.
|
Item 5.
|
MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
||||||
Fiscal Month Ending
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
|
||||||
November 2, 2019
|
|
83,527
|
|
*
|
$
|
1.92
|
|
|
83,527
|
|
|
|
||
November 30, 2019
|
|
263,485
|
|
*
|
1.58
|
|
|
263,485
|
|
|
|
|||
December 28, 2019
|
|
153,042
|
|
*
|
1.46
|
|
|
153,042
|
|
|
|
|||
Three Fiscal Months Ended December 28, 2019
|
|
500,054
|
|
|
$
|
1.60
|
|
|
500,054
|
|
|
$
|
5,085,356
|
|
THE DIXIE GROUP, INC.
|
||||||||||||||||
QUARTERLY FINANCIAL DATA, DIVIDENDS AND PRICE RANGE OF COMMON STOCK
|
||||||||||||||||
(unaudited) (dollars in thousands, except per share data)
|
||||||||||||||||
2019
|
|
1ST
|
|
2ND
|
|
3RD
|
|
4TH
|
||||||||
Net sales
|
|
$
|
88,606
|
|
|
$
|
100,394
|
|
|
$
|
95,447
|
|
|
$
|
90,135
|
|
Gross profit
|
|
18,919
|
|
|
23,493
|
|
|
21,074
|
|
|
22,719
|
|
||||
Operating income (loss)
|
|
(4,863
|
)
|
|
574
|
|
|
(1,042
|
)
|
|
26,680
|
|
||||
Income (loss) from continuing operations
|
|
(6,641
|
)
|
|
(1,181
|
)
|
|
(2,577
|
)
|
|
26,018
|
|
||||
Income (loss) from discontinued operations
|
|
(31
|
)
|
|
(35
|
)
|
|
23
|
|
|
(305
|
)
|
||||
Net income (loss)
|
|
$
|
(6,672
|
)
|
|
$
|
(1,216
|
)
|
|
$
|
(2,554
|
)
|
|
$
|
25,713
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.42
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
1.61
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.02
|
)
|
||||
Net income (loss)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
1.59
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.42
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
1.60
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.02
|
)
|
||||
Net income (loss)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Stock Prices:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
1.47
|
|
|
$
|
0.97
|
|
|
$
|
1.50
|
|
|
$
|
2.09
|
|
Low
|
|
0.70
|
|
|
0.34
|
|
|
0.51
|
|
|
1.04
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
1ST
|
|
2ND
|
|
3RD
|
|
4TH
|
||||||||
Net sales
|
|
$
|
98,858
|
|
|
$
|
106,438
|
|
|
$
|
101,562
|
|
|
$
|
98,175
|
|
Gross profit
|
|
21,580
|
|
|
25,144
|
|
|
21,887
|
|
|
18,380
|
|
||||
Operating loss
|
|
(1,515
|
)
|
|
(355
|
)
|
|
(1,179
|
)
|
|
(12,765
|
)
|
||||
Loss from continuing operations
|
|
(2,884
|
)
|
|
(1,972
|
)
|
|
(2,922
|
)
|
|
(13,700
|
)
|
||||
Income (loss) from discontinued operations
|
|
(23
|
)
|
|
157
|
|
|
(40
|
)
|
|
1
|
|
||||
Net loss
|
|
$
|
(2,907
|
)
|
|
$
|
(1,815
|
)
|
|
$
|
(2,962
|
)
|
|
$
|
(13,699
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.87
|
)
|
Discontinued operations
|
|
(0.00
|
)
|
|
0.01
|
|
|
(0.00
|
)
|
|
0.00
|
|
||||
Net loss
|
|
$
|
(0.18
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.87
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.87
|
)
|
Discontinued operations
|
|
(0.00
|
)
|
|
0.01
|
|
|
(0.00
|
)
|
|
0.00
|
|
||||
Net loss
|
|
$
|
(0.18
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.87
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Common Stock Prices:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
4.05
|
|
|
$
|
3.27
|
|
|
$
|
2.40
|
|
|
$
|
1.85
|
|
Low
|
|
2.60
|
|
|
2.20
|
|
|
1.40
|
|
|
0.62
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
The Dixie Group, Inc.
|
||||||||||||||||||||
Historical Summary
|
||||||||||||||||||||
(dollars in thousands, except share and per share data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FISCAL YEARS
|
|
2019 (1)
|
|
2018 (2)
|
|
2017 (3)
|
|
2016 (4)
|
|
2015 (5)(6)
|
||||||||||
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
374,582
|
|
|
$
|
405,033
|
|
|
$
|
412,462
|
|
|
$
|
397,453
|
|
|
$
|
422,483
|
|
Gross profit
|
|
86,205
|
|
|
86,991
|
|
|
101,213
|
|
|
95,425
|
|
|
106,230
|
|
|||||
Operating income (loss)
|
|
21,349
|
|
|
(15,816
|
)
|
|
3,947
|
|
|
(3,436
|
)
|
|
1,882
|
|
|||||
Income (loss) from continuing operations before taxes
|
|
14,962
|
|
|
(22,310
|
)
|
|
(1,813
|
)
|
|
(8,829
|
)
|
|
(2,992
|
)
|
|||||
Income tax provision (benefit)
|
|
(657
|
)
|
|
(831
|
)
|
|
7,509
|
|
|
(3,622
|
)
|
|
(714
|
)
|
|||||
Income (loss) from continuing operations
|
|
15,619
|
|
|
(21,479
|
)
|
|
(9,322
|
)
|
|
(5,207
|
)
|
|
(2,278
|
)
|
|||||
Depreciation and amortization
|
|
11,440
|
|
|
12,653
|
|
|
12,947
|
|
|
13,515
|
|
|
14,119
|
|
|||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
|
4,235
|
|
|
4,052
|
|
|
12,724
|
|
|
4,904
|
|
|
6,826
|
|
|||||
Assets purchased under capital leases & notes, including deposits utilized and accrued purchases
|
|
240
|
|
|
389
|
|
|
859
|
|
|
427
|
|
|
5,403
|
|
|||||
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
247,659
|
|
|
$
|
252,778
|
|
|
$
|
283,907
|
|
|
268,987*
|
|
|
298,218*
|
|
||
Working capital
|
|
88,237
|
|
|
96,534
|
|
|
105,113
|
|
|
81,727
|
|
|
98,632
|
|
|||||
Long-term debt
|
|
81,667
|
|
|
120,251
|
|
|
123,446
|
|
|
98,256
|
|
|
115,907
|
|
|||||
Stockholders' equity
|
|
73,211
|
|
|
58,984
|
|
|
79,263
|
|
|
87,122
|
|
|
90,804
|
|
|||||
PER SHARE
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.96
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.59
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
Diluted
|
|
0.95
|
|
|
(1.36
|
)
|
|
(0.59
|
)
|
|
(0.33
|
)
|
|
(0.15
|
)
|
|||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Class B Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Book value
|
|
4.62
|
|
|
3.60
|
|
|
4.91
|
|
|
5.40
|
|
|
5.67
|
|
|||||
GENERAL
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
15,821,574
|
|
|
15,763,890
|
|
|
15,698,915
|
|
|
15,638,112
|
|
|
15,535,980
|
|
|||||
Diluted
|
|
15,925,822
|
|
|
15,763,890
|
|
|
15,698,915
|
|
|
15,638,112
|
|
|
15,535,980
|
|
|||||
Number of shareholders (7)
|
|
2,800
|
|
|
2,800
|
|
|
2,800
|
|
|
3,000
|
|
|
3,000
|
|
|||||
Number of associates
|
|
1,526
|
|
|
1,646
|
|
|
1,930
|
|
|
1,746
|
|
|
1,822
|
|
(1)
|
2019 results include expenses of $5,019 for facility consolidation and severance expenses and a gain of $25,121 for the sale of the Susan Street facility, see Note 20.
|
(2)
|
2018 results include expenses of $3,167 for facility consolidation and severance expenses and $6,709 for the impairment of tangible and intangible assets.
|
(3)
|
Includes expenses of $636 for facility consolidation and severance expenses in 2017.
|
(4)
|
Includes expenses of $1,456, or $859 net of tax, for facility consolidation expenses in 2016.
|
(5)
|
Includes expenses of $2,946, or $1,915 net of tax, for facility consolidation expenses in 2015.
|
(6)
|
Includes the results of operations of Atlas Carpet Mills, Inc. and Burtco Enterprises, Inc. subsequent to their acquisitions on March 19, 2014 and September 22, 2014, respectively.
|
(7)
|
The approximate number of record holders of our Common Stock for 2015 through 2019 includes Management's estimate of shareholders who held our Common Stock in nominee names as follows: 2015 - 2,550 shareholders; 2016 - 2,600 shareholders; 2017 - 2,400 shareholders; 2018 - 2,400 shareholders; 2019 - 2,400 shareholders.
|
|
Fiscal Year Ended (amounts in thousands)
|
|
|
|
|||||||||||||
|
December 28, 2019
|
% of Net Sales
|
|
December 29, 2018
|
% of Net Sales
|
|
Increase (Decrease)
|
% Change
|
|||||||||
Net sales
|
$
|
374,582
|
|
100.0
|
%
|
|
$
|
405,033
|
|
100.0
|
%
|
|
$
|
(30,451
|
)
|
(7.5
|
)%
|
Cost of sales
|
288,377
|
|
77.0
|
%
|
|
318,042
|
|
78.5
|
%
|
|
(29,665
|
)
|
(9.3
|
)%
|
|||
Gross profit
|
86,205
|
|
23.0
|
%
|
|
86,991
|
|
21.5
|
%
|
|
(786
|
)
|
(0.9
|
)%
|
|||
Selling and administrative expenses
|
83,825
|
|
22.4
|
%
|
|
92,473
|
|
22.8
|
%
|
|
(8,648
|
)
|
(9.4
|
)%
|
|||
Other operating (income) expense, net
|
(23,988
|
)
|
(6.4
|
)%
|
|
458
|
|
0.1
|
%
|
|
(24,446
|
)
|
(5,337.6
|
)%
|
|||
Facility consolidation and severance expenses, net
|
5,019
|
|
1.3
|
%
|
|
3,167
|
|
0.8
|
%
|
|
1,852
|
|
58.5
|
%
|
|||
Impairment of assets
|
—
|
|
—
|
%
|
|
6,709
|
|
1.7
|
%
|
|
(6,709
|
)
|
—
|
%
|
|||
Operating income (loss)
|
21,349
|
|
5.7
|
%
|
|
(15,816
|
)
|
(3.9
|
)%
|
|
37,165
|
|
(235.0
|
)%
|
|||
Interest expense
|
6,444
|
|
1.7
|
%
|
|
6,491
|
|
1.6
|
%
|
|
(47
|
)
|
(0.7
|
)%
|
|||
Other (income) expense, net
|
(57
|
)
|
—
|
%
|
|
3
|
|
—
|
%
|
|
(60
|
)
|
(2,000.0
|
)%
|
|||
Income (loss) before taxes
|
14,962
|
|
4.0
|
%
|
|
(22,310
|
)
|
(5.5
|
)%
|
|
37,272
|
|
(167.1
|
)%
|
|||
Income tax provision (benefit)
|
(657
|
)
|
(0.2
|
)%
|
|
(831
|
)
|
(0.2
|
)%
|
|
174
|
|
(20.9
|
)%
|
|||
Income (loss) from continuing operations
|
15,619
|
|
4.2
|
%
|
|
(21,479
|
)
|
(5.3
|
)%
|
|
37,098
|
|
(172.7
|
)%
|
|||
Income (Loss) from discontinued operations
|
(348
|
)
|
(0.1
|
)%
|
|
95
|
|
—
|
%
|
|
(443
|
)
|
(466.3
|
)%
|
|||
Net income (loss)
|
$
|
15,271
|
|
4.1
|
%
|
|
$
|
(21,384
|
)
|
(5.3
|
)%
|
|
$
|
36,655
|
|
(171.4
|
)%
|
|
Fiscal Year Ended (amounts in thousands)
|
|
|
|
|||||||||||||
|
December 29, 2018
|
% of Net Sales
|
|
December 30, 2017
|
% of Net Sales
|
|
Increase (Decrease)
|
% Change
|
|||||||||
Net sales
|
$
|
405,033
|
|
100.0
|
%
|
|
$
|
412,462
|
|
100.0
|
%
|
|
$
|
(7,429
|
)
|
(1.8
|
)%
|
Cost of sales
|
318,042
|
|
78.5
|
%
|
|
311,249
|
|
75.5
|
%
|
|
6,793
|
|
2.2
|
%
|
|||
Gross profit
|
86,991
|
|
21.5
|
%
|
|
101,213
|
|
24.5
|
%
|
|
(14,222
|
)
|
(14.1
|
)%
|
|||
Selling and administrative expenses
|
92,473
|
|
22.8
|
%
|
|
96,189
|
|
23.3
|
%
|
|
(3,716
|
)
|
(3.9
|
)%
|
|||
Other operating expense, net
|
458
|
|
0.1
|
%
|
|
441
|
|
0.1
|
%
|
|
17
|
|
3.9
|
%
|
|||
Facility consolidation and severance expenses, net
|
3,167
|
|
0.8
|
%
|
|
636
|
|
0.2
|
%
|
|
2,531
|
|
398.0
|
%
|
|||
Impairment of assets
|
6,709
|
|
1.7
|
%
|
|
—
|
|
—
|
%
|
|
6,709
|
|
—
|
%
|
|||
Operating income (loss)
|
(15,816
|
)
|
(3.9
|
)%
|
|
3,947
|
|
0.9
|
%
|
|
(19,763
|
)
|
(500.7
|
)%
|
|||
Interest expense
|
6,491
|
|
1.6
|
%
|
|
5,739
|
|
1.4
|
%
|
|
752
|
|
13.1
|
%
|
|||
Other expense, net
|
3
|
|
—
|
%
|
|
21
|
|
—
|
%
|
|
(18
|
)
|
(85.7
|
)%
|
|||
Loss before taxes
|
(22,310
|
)
|
(5.5
|
)%
|
|
(1,813
|
)
|
(0.5
|
)%
|
|
(20,497
|
)
|
1,130.6
|
%
|
|||
Income tax provision (benefit)
|
(831
|
)
|
(0.2
|
)%
|
|
7,509
|
|
1.8
|
%
|
|
(8,340
|
)
|
(111.1
|
)%
|
|||
Loss from continuing operations
|
(21,479
|
)
|
(5.3
|
)%
|
|
(9,322
|
)
|
(2.3
|
)%
|
|
(12,157
|
)
|
130.4
|
%
|
|||
Income (Loss) from discontinued operations
|
95
|
|
—
|
%
|
|
(233
|
)
|
(0.1
|
)%
|
|
328
|
|
(140.8
|
)%
|
|||
Net loss
|
$
|
(21,384
|
)
|
(5.3
|
)%
|
|
$
|
(9,555
|
)
|
(2.4
|
)%
|
|
$
|
(11,829
|
)
|
123.8
|
%
|
|
|
Payments Due By Period
|
|||||||||||||||||||||||||
|
|
(dollars in millions)
|
|||||||||||||||||||||||||
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
|||||||||||||
Debt
|
|
$
|
2.7
|
|
|
$
|
61.1
|
|
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
4.2
|
|
|
69.5
|
|
Interest - debt (1)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Finance leases
|
|
4.0
|
|
|
3.4
|
|
|
1.2
|
|
|
0.5
|
|
|
0.3
|
|
|
10.0
|
|
|
19.4
|
|
||||||
Interest - finance leases
|
|
1.2
|
|
|
1.0
|
|
|
0.8
|
|
|
0.8
|
|
|
0.7
|
|
|
6.0
|
|
|
10.5
|
|
||||||
Operating leases
|
|
3.2
|
|
|
3.0
|
|
|
2.8
|
|
|
2.1
|
|
|
2.0
|
|
|
12.2
|
|
|
25.3
|
|
||||||
Interest - operating leases
|
|
1.6
|
|
|
1.4
|
|
|
1.2
|
|
|
1.1
|
|
|
0.9
|
|
|
2.4
|
|
|
8.6
|
|
||||||
Purchase commitments
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
Totals
|
|
15.3
|
|
|
69.9
|
|
|
6.7
|
|
|
4.9
|
|
|
4.3
|
|
|
34.8
|
|
|
135.9
|
|
•
|
Revenue recognition. The Company derives its revenues primarily from the sale of floorcovering products and processing services. Revenues are recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.
|
▪
|
Identification of the contract with a customer
|
▪
|
Identification of the performance obligations in the contract
|
▪
|
Determination of the transaction price
|
▪
|
Allocation of the transaction price to the performance obligations in the contract
|
▪
|
Recognition of revenue when, or as, the performance obligation is satisfied
|
•
|
Variable Consideration. The nature of the Company’s business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price, which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns, or price concessions.
|
•
|
Customer claims and product warranties. The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products for a period of up to two years. The Company accrues for estimated future assurance warranty costs in the period in which the sale is recorded. The costs are included in Cost of Sales in the Consolidated Statements of Operations and the product warranty reserve is included in accrued expenses in the Consolidated Balance Sheets. The Company calculates its accrual using the portfolio approach based upon historical experience and known trends. The Company does not provide an additional service-type warranty.
|
•
|
Accounts receivable allowances. We provide allowances for expected cash discounts and doubtful accounts based upon historical experience and periodic evaluations of the financial condition of our customers. If the financial conditions of our customers were to significantly deteriorate, or other factors impair their ability to pay their debts, credit losses could differ from allowances recorded in our Consolidated Financial Statements.
|
•
|
Inventories. Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out method (LIFO), which generally matches current costs of inventory sold with current revenues, for substantially all inventories. Reserves are also established to adjust inventories that are off-quality, aged or obsolete to their estimated net realizable value. Additionally, rates of recoverability per unit of off-quality, aged or obsolete inventory are estimated based on historical rates of recoverability and other known conditions or circumstances that may affect future recoverability. Actual results could differ from assumptions used to value our inventory.
|
•
|
Goodwill. Goodwill is tested annually for impairment during the fourth quarter or earlier if significant events or substantive changes in circumstances occur that may indicate that goodwill may not be recoverable. The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and assumptions using the discounted cash flows and comparable company market valuation approaches. We have identified our reporting unit as our floorcovering business for the purposes of allocating goodwill and assessing impairments. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about sales growth rates, operating margins, the weighted average cost of capital (“WACC”), synergies from the viewpoint of a market participant and comparable company market multiples. When developing these key judgments and assumptions, we consider economic, operational and market conditions that could impact the fair value of the reporting unit. However, estimates are inherently uncertain and represent only management’s reasonable expectations regarding future developments. These estimates and the judgments and assumptions upon which the estimates are based will, in all likelihood, differ in some respects from actual future results. We performed our annual assessment of goodwill in the fourth quarter of 2018 and an impairment was indicated. In accordance with the results of our testing, the goodwill was considered impaired and the asset was removed and a corresponding expense was recorded for asset impairment on the Consolidated Statements of Operations. (See Note 7 to our Consolidated Financial Statements)
|
•
|
Self-insured accruals. We estimate costs required to settle claims related to our self-insured medical, dental and workers' compensation plans. These estimates include costs to settle known claims, as well as incurred and unreported claims. The estimated costs of known and unreported claims are based on historical experience. Actual results could differ from assumptions used to estimate these accruals.
|
•
|
Income taxes. Our effective tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in a future period. We evaluate the recoverability of these future tax benefits by assessing the
|
•
|
Loss contingencies. We routinely assess our exposure related to legal matters, environmental matters, product liabilities or any other claims against our assets that may arise in the normal course of business. If we determine that it is probable a loss has been incurred, the amount of the loss, or an amount within the range of loss, that can be reasonably estimated will be recorded.
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
Number of securities to be issued upon exercise of the outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|
||||
Equity Compensation Plans approved by security holders
|
278,320
|
|
(1)
|
$
|
4.57
|
|
(2)
|
204,720
|
|
(1)
|
Includes the options to purchase 166,000 shares of Common Stock under our 2016 Incentive Compensation Plan and 112,320 Performance Units issued under the 2016 Incentive Compensation Plan, each unit being equivalent to one share of Common Stock. Does not include shares of Common Stock issued but not vested pursuant to outstanding restricted stock awards.
|
(2)
|
Includes the aggregate weighted-average of (i) the exercise price per share for outstanding options to purchase 166,000 shares of Common Stock under our 2016 Incentive Compensation Plan and (ii) the price per share of the Common Stock on the grant date for each of 112,320 Performance Units issued under the 2016 Incentive Compensation Plan (each unit equivalent to one share of Common Stock).
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
(1) Financial Statements - The response to this portion of Item 15 is submitted as a separate section of this report.
|
(b)
|
Exhibits - The response to this portion of Item 15 is submitted as a separate section of this report. See Item 15(a)(3) above.
|
(c)
|
Financial Statement Schedules - The response to this portion of Item 15 is submitted as a separate section of this report. See Item 15(a)(2).
|
Date: March 12, 2020
|
|
The Dixie Group, Inc.
|
|
|
|
|
|
/s/ DANIEL K. FRIERSON
|
|
|
By: Daniel K. Frierson
|
|
|
Chairman of the Board and Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
/s/ DANIEL K. FRIERSON
|
|
Chairman of the Board, Director and Chief Executive Officer
|
|
March 12, 2020
|
Daniel K. Frierson
|
|
|
|
|
|
|
|
|
|
/s/ ALLEN L. DANZEY
|
|
Vice President, Chief Financial Officer
|
|
March 12, 2020
|
Allen L. Danzey
|
|
|
|
|
|
|
|
|
|
/s/ D. KENNEDY FRIERSON, JR.
|
|
Vice President, Chief Operating Officer and Director
|
|
March 12, 2020
|
D. Kennedy Frierson, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM F. BLUE, JR.
|
|
Director
|
|
March 12, 2020
|
William F. Blue, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES E. BROCK
|
|
Director
|
|
March 12, 2020
|
Charles E. Brock
|
|
|
|
|
|
|
|
|
|
/s/ LOWRY F. KLINE
|
|
Director
|
|
March 12, 2020
|
Lowry F. Kline
|
|
|
|
|
|
|
|
|
|
/s/ HILDA S. MURRAY
|
|
Director
|
|
March 12, 2020
|
Hilda S. Murray
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL L. OWENS
|
|
Director
|
|
March 12, 2020
|
Michael L. Owens
|
|
|
|
|
Table of Contents
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
NET SALES
|
$
|
374,582
|
|
|
$
|
405,033
|
|
|
$
|
412,462
|
|
Cost of sales
|
288,377
|
|
|
318,042
|
|
|
311,249
|
|
|||
GROSS PROFIT
|
86,205
|
|
|
86,991
|
|
|
101,213
|
|
|||
|
|
|
|
|
|
||||||
Selling and administrative expenses
|
83,825
|
|
|
92,473
|
|
|
96,189
|
|
|||
Other operating (income) expense, net
|
(23,988
|
)
|
|
458
|
|
|
441
|
|
|||
Facility consolidation and severance expenses, net
|
5,019
|
|
|
3,167
|
|
|
636
|
|
|||
Impairment of assets
|
—
|
|
|
6,709
|
|
|
—
|
|
|||
OPERATING INCOME (LOSS)
|
21,349
|
|
|
(15,816
|
)
|
|
3,947
|
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
6,444
|
|
|
6,491
|
|
|
5,739
|
|
|||
Other (income) expense, net
|
(57
|
)
|
|
3
|
|
|
21
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES
|
14,962
|
|
|
(22,310
|
)
|
|
(1,813
|
)
|
|||
Income tax provision (benefit)
|
(657
|
)
|
|
(831
|
)
|
|
7,509
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
15,619
|
|
|
(21,479
|
)
|
|
(9,322
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(348
|
)
|
|
95
|
|
|
(233
|
)
|
|||
NET INCOME (LOSS)
|
$
|
15,271
|
|
|
$
|
(21,384
|
)
|
|
$
|
(9,555
|
)
|
|
|
|
|
|
|
||||||
BASIC EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.96
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.59
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.01
|
)
|
|||
Net income (loss)
|
$
|
0.94
|
|
|
$
|
(1.35
|
)
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
||||||
BASIC SHARES OUTSTANDING
|
15,822
|
|
|
15,764
|
|
|
15,699
|
|
|||
|
|
|
|
|
|
||||||
DILUTED EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.95
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.59
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
0.01
|
|
|
(0.01
|
)
|
|||
Net income (loss)
|
$
|
0.93
|
|
|
$
|
(1.35
|
)
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
||||||
DILUTED SHARES OUTSTANDING
|
15,926
|
|
|
15,764
|
|
|
15,699
|
|
|||
|
|
|
|
|
|
||||||
DIVIDENDS PER SHARE:
|
|
|
|
|
|
||||||
Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
NET INCOME (LOSS)
|
$
|
15,271
|
|
|
$
|
(21,384
|
)
|
|
$
|
(9,555
|
)
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on interest rate swaps
|
(1,109
|
)
|
|
531
|
|
|
180
|
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
68
|
|
|||
Unrealized gain (loss) on interest rate swaps, net
|
(1,109
|
)
|
|
531
|
|
|
112
|
|
|||
|
|
|
|
|
|
||||||
Reclassification of loss into earnings from interest rate swaps (1)
|
454
|
|
|
673
|
|
|
1,250
|
|
|||
Income taxes
|
10
|
|
|
—
|
|
|
475
|
|
|||
Reclassification of loss into earnings from interest rate swaps, net
|
444
|
|
|
673
|
|
|
775
|
|
|||
|
|
|
|
|
|
||||||
Unrecognized net actuarial gain (loss) on postretirement benefit plans
|
(6
|
)
|
|
18
|
|
|
11
|
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
4
|
|
|||
Unrecognized net actuarial gain (loss) on postretirement benefit plans, net
|
(6
|
)
|
|
18
|
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
Reclassification of net actuarial gain into earnings from postretirement benefit plans (2)
|
(27
|
)
|
|
(27
|
)
|
|
(30
|
)
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net
|
(27
|
)
|
|
(27
|
)
|
|
(19
|
)
|
|||
|
|
|
|
|
|
||||||
Reclassification of prior service credits into earnings from postretirement benefit plans (2)
|
(2
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Income taxes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net
|
(2
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
|
|
|
|
|
|
||||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
(700
|
)
|
|
1,191
|
|
|
872
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME (LOSS)
|
$
|
14,571
|
|
|
$
|
(20,193
|
)
|
|
$
|
(8,683
|
)
|
(1)
|
Amounts for cash flow hedges reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in interest expense in the Company's Consolidated Statements of Operations.
|
(2)
|
Amounts for postretirement plans reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in selling and administrative expenses in the Company's Consolidated Statements of Operations.
|
|
Year Ended
|
||||||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
15,619
|
|
|
$
|
(21,479
|
)
|
|
$
|
(9,322
|
)
|
Income (loss) from discontinued operations
|
(348
|
)
|
|
95
|
|
|
(233
|
)
|
|||
Net income (loss)
|
15,271
|
|
|
(21,384
|
)
|
|
(9,555
|
)
|
|||
|
|
|
|
|
|
||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,440
|
|
|
12,653
|
|
|
12,947
|
|
|||
Provision (benefit) for deferred income taxes
|
(487
|
)
|
|
(537
|
)
|
|
8,181
|
|
|||
Net loss (gain) on property, plant and equipment disposals
|
(25,281
|
)
|
|
(1,047
|
)
|
|
170
|
|
|||
Impairment of assets
|
—
|
|
|
1,164
|
|
|
—
|
|
|||
Impairment of goodwill and intangibles
|
—
|
|
|
5,545
|
|
|
—
|
|
|||
Stock-based compensation (credit) expense
|
483
|
|
|
(29
|
)
|
|
940
|
|
|||
Bad debt expense
|
240
|
|
|
163
|
|
|
70
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
5,164
|
|
|
3,775
|
|
|
(2,945
|
)
|
|||
Inventories
|
9,686
|
|
|
8,462
|
|
|
(16,420
|
)
|
|||
Prepaids and other current assets
|
(975
|
)
|
|
(535
|
)
|
|
776
|
|
|||
Accounts payable and accrued expenses
|
(3,678
|
)
|
|
(4,198
|
)
|
|
(3,161
|
)
|
|||
Other operating assets and liabilities
|
(176
|
)
|
|
1,073
|
|
|
(609
|
)
|
|||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
11,687
|
|
|
5,105
|
|
|
(9,606
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net proceeds from sales of property, plant and equipment
|
37,205
|
|
|
1,856
|
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(4,235
|
)
|
|
(4,052
|
)
|
|
(12,724
|
)
|
|||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
32,970
|
|
|
(2,196
|
)
|
|
(12,724
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net borrowings (payments) on revolving credit facility
|
(39,524
|
)
|
|
1,512
|
|
|
27,125
|
|
|||
Payments on notes payable - buildings
|
(5,475
|
)
|
|
(731
|
)
|
|
(731
|
)
|
|||
Payments on notes payable related to acquisitions
|
—
|
|
|
(791
|
)
|
|
(1,920
|
)
|
|||
Borrowings on notes payable - equipment and other
|
1,379
|
|
|
3,273
|
|
|
7,612
|
|
|||
Payments on notes payable - equipment and other
|
(3,375
|
)
|
|
(4,260
|
)
|
|
(4,145
|
)
|
|||
Borrowings on finance leases
|
11,500
|
|
|
—
|
|
|
—
|
|
|||
Payments on finance leases
|
(4,166
|
)
|
|
(4,617
|
)
|
|
(3,921
|
)
|
|||
Change in outstanding checks in excess of cash
|
(3,141
|
)
|
|
2,762
|
|
|
(1,695
|
)
|
|||
Repurchases of Common Stock
|
(827
|
)
|
|
(58
|
)
|
|
(116
|
)
|
|||
Payments for debt issuance costs
|
(277
|
)
|
|
—
|
|
|
—
|
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
(43,906
|
)
|
|
(2,910
|
)
|
|
22,209
|
|
|||
|
|
|
|
|
|
||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
751
|
|
|
(1
|
)
|
|
(121
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
18
|
|
|
19
|
|
|
140
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
769
|
|
|
$
|
18
|
|
|
$
|
19
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Right-of-use assets obtained in exchange for new finance lease liabilities
|
52
|
|
|
—
|
|
|
—
|
|
|||
Equipment purchased under capital leases
|
—
|
|
|
223
|
|
|
621
|
|
|||
Equipment purchased under notes payable
|
—
|
|
|
—
|
|
|
59
|
|
|||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
18,167
|
|
|
—
|
|
|
—
|
|
|||
Accrued purchases of equipment
|
188
|
|
|
166
|
|
|
179
|
|
|
Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 31, 2016
|
45,745
|
|
|
2,612
|
|
|
156,381
|
|
|
(115,656
|
)
|
|
(1,960
|
)
|
|
87,122
|
|
||||||
Repurchases of Common Stock - 33,112 shares
|
(100
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||||
Restricted stock grants issued - 60,000 shares
|
180
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants forfeited - 4,629 shares
|
(14
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Class B converted into Common Stock - 9,215 shares
|
28
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
942
|
|
|
—
|
|
|
—
|
|
|
942
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,555
|
)
|
|
—
|
|
|
(9,555
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
872
|
|
|
872
|
|
||||||
Reclassification of stranded tax effects
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
(211
|
)
|
|
—
|
|
||||||
Balance at December 30, 2017
|
45,839
|
|
|
2,584
|
|
|
157,139
|
|
|
(125,000
|
)
|
|
(1,299
|
)
|
|
79,263
|
|
||||||
Common Stock issued - 39,711 shares
|
119
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of Common Stock - 20,226 shares
|
(61
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
||||||
Restricted stock grants issued - 307,292 shares
|
677
|
|
|
245
|
|
|
(922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants forfeited - 106,196 shares
|
(25
|
)
|
|
(292
|
)
|
|
(621
|
)
|
|
—
|
|
|
—
|
|
|
(938
|
)
|
||||||
Class B converted into Common Stock - 6,250 shares
|
19
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
909
|
|
|
—
|
|
|
—
|
|
|
909
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,384
|
)
|
|
—
|
|
|
(21,384
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
1,191
|
|
||||||
Balance at December 29, 2018
|
$
|
46,568
|
|
|
$
|
2,518
|
|
|
$
|
156,390
|
|
|
$
|
(146,384
|
)
|
|
$
|
(108
|
)
|
|
$
|
58,984
|
|
Common Stock issued - 29,001 shares
|
87
|
|
|
—
|
|
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of Common Stock - 511,353 shares
|
(1,535
|
)
|
|
—
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
(827
|
)
|
||||||
Restricted stock grants forfeited - 17,784 shares
|
(53
|
)
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Class B converted into Common Stock - 2,635 shares
|
8
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
494
|
|
|
—
|
|
|
—
|
|
|
494
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
15,271
|
|
|
—
|
|
|
15,271
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700
|
)
|
|
(700
|
)
|
||||||
Balance at December 28, 2019
|
$
|
45,075
|
|
|
$
|
2,510
|
|
|
$
|
157,547
|
|
|
$
|
(131,113
|
)
|
|
$
|
(808
|
)
|
|
$
|
73,211
|
|
•
|
Identification of the contract with a customer
|
•
|
Identification of the performance obligations in the contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, the performance obligation is satisfied
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Residential floorcovering products
|
|
$
|
268,186
|
|
|
$
|
289,129
|
|
|
$
|
279,038
|
|
Commercial floorcovering products
|
|
103,286
|
|
|
113,971
|
|
|
131,372
|
|
|||
Other services
|
|
3,110
|
|
|
1,933
|
|
|
2,052
|
|
|||
Total net sales
|
|
$
|
374,582
|
|
|
$
|
405,033
|
|
|
$
|
412,462
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning contract liability
|
$
|
6,013
|
|
|
$
|
5,717
|
|
|
$
|
8,212
|
|
Revenue recognized from contract liabilities included in the beginning balance
|
(5,873
|
)
|
|
(5,717
|
)
|
|
(7,820
|
)
|
|||
Increases due to cash received, net of amounts recognized in revenue during the period
|
4,545
|
|
|
6,013
|
|
|
5,325
|
|
|||
Ending contract liability
|
$
|
4,685
|
|
|
$
|
6,013
|
|
|
$
|
5,717
|
|
|
2019
|
|
2018
|
||||
Customers, trade
|
$
|
34,285
|
|
|
$
|
40,121
|
|
Other receivables
|
3,115
|
|
|
2,595
|
|
||
Gross receivables
|
37,400
|
|
|
42,716
|
|
||
Less: allowance for doubtful accounts
|
(262
|
)
|
|
(174
|
)
|
||
Receivables, net
|
$
|
37,138
|
|
|
$
|
42,542
|
|
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
32,377
|
|
|
$
|
36,875
|
|
Work-in-process
|
18,642
|
|
|
20,274
|
|
||
Finished goods
|
64,978
|
|
|
67,085
|
|
||
Supplies and other
|
260
|
|
|
190
|
|
||
LIFO reserve
|
(20,748
|
)
|
|
(19,229
|
)
|
||
Inventories, net
|
$
|
95,509
|
|
|
$
|
105,195
|
|
|
2019
|
|
2018
|
||||
Land and improvements
|
$
|
3,422
|
|
|
$
|
8,528
|
|
Buildings and improvements
|
51,432
|
|
|
63,389
|
|
||
Machinery and equipment
|
179,993
|
|
|
183,900
|
|
||
Assets under construction
|
1,459
|
|
|
2,675
|
|
||
|
236,306
|
|
|
258,492
|
|
||
Accumulated depreciation
|
(170,864
|
)
|
|
(174,381
|
)
|
||
Property, plant and equipment, net
|
$
|
65,442
|
|
|
$
|
84,111
|
|
|
2018
|
||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Impairment
|
|
Net
|
||||||||
Customer relationships
|
$
|
208
|
|
|
$
|
(96
|
)
|
|
$
|
(112
|
)
|
|
$
|
—
|
|
Rug design coding
|
144
|
|
|
(86
|
)
|
|
(58
|
)
|
|
—
|
|
||||
Trade names
|
3,300
|
|
|
(1,314
|
)
|
|
(1,986
|
)
|
|
—
|
|
||||
Total
|
$
|
3,652
|
|
|
$
|
(1,496
|
)
|
|
$
|
(2,156
|
)
|
|
$
|
—
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Customer relationships
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Rug design coding
|
—
|
|
|
14
|
|
|
15
|
|
|||
Trade names
|
—
|
|
|
275
|
|
|
275
|
|
|||
Amortization expense
|
$
|
—
|
|
|
$
|
305
|
|
|
$
|
306
|
|
|
2019
|
|
2018
|
||||
Compensation and benefits (1)
|
$
|
8,804
|
|
|
$
|
8,186
|
|
Provision for customer rebates, claims and allowances
|
7,682
|
|
|
9,300
|
|
||
Advanced customer deposits
|
4,685
|
|
|
6,013
|
|
||
Outstanding checks in excess of cash
|
—
|
|
|
3,141
|
|
||
Other
|
4,247
|
|
|
4,212
|
|
||
Accrued expenses
|
$
|
25,418
|
|
|
$
|
30,852
|
|
(1)
|
Includes a liability related to the Company's self-insured Workers' Compensation program. This program is collateralized by letters of credit in the aggregate amount of $2,744.
|
|
2019
|
|
2018
|
||||
Product warranty reserve at beginning of period
|
$
|
1,069
|
|
|
$
|
1,173
|
|
Warranty liabilities accrued
|
1,667
|
|
|
2,341
|
|
||
Warranty liabilities settled
|
(1,695
|
)
|
|
(2,380
|
)
|
||
Changes for pre-existing warranty liabilities
|
(39
|
)
|
|
(65
|
)
|
||
Product warranty reserve at end of period
|
$
|
1,002
|
|
|
$
|
1,069
|
|
|
2019
|
|
2018
|
||||
Revolving credit facility
|
$
|
59,693
|
|
|
$
|
99,219
|
|
Notes payable - buildings
|
6,213
|
|
|
11,688
|
|
||
Notes payable - equipment and other
|
3,533
|
|
|
5,528
|
|
||
Finance lease - buildings
|
11,296
|
|
|
—
|
|
||
Finance lease obligations
|
8,187
|
|
|
12,096
|
|
||
Deferred financing costs, net
|
(571
|
)
|
|
(486
|
)
|
||
Total long-term debt
|
88,351
|
|
|
128,045
|
|
||
Less: current portion of long-term debt
|
6,684
|
|
|
7,794
|
|
||
Long-term debt
|
$
|
81,667
|
|
|
$
|
120,251
|
|
|
Long-Term
Debt
|
|
Finance Leases (See Note 11)
|
|
Total
|
||||||
|
|||||||||||
2020
|
$
|
2,673
|
|
|
$
|
4,011
|
|
|
$
|
6,684
|
|
2021
|
61,116
|
|
|
3,392
|
|
|
64,508
|
|
|||
2022
|
687
|
|
|
1,209
|
|
|
1,896
|
|
|||
2023
|
416
|
|
|
535
|
|
|
951
|
|
|||
2024
|
382
|
|
|
322
|
|
|
704
|
|
|||
Thereafter
|
4,165
|
|
|
10,014
|
|
|
14,179
|
|
|||
Total maturities of long-term debt
|
$
|
69,439
|
|
|
$
|
19,483
|
|
|
$
|
88,922
|
|
Deferred financing costs, net
|
(571
|
)
|
|
—
|
|
|
(571
|
)
|
|||
Total long-term debt
|
$
|
68,868
|
|
|
$
|
19,483
|
|
|
$
|
88,351
|
|
|
Balance Sheet Location
|
December 28, 2019
|
||
Operating Leases:
|
|
|
||
Operating lease right-of-use assets
|
Operating lease right-of-use assets
|
$
|
24,835
|
|
|
|
|
||
Current portion of operating lease liabilities
|
Current portion of operating lease liabilities
|
3,172
|
|
|
Noncurrent portion of operating lease liabilities
|
Operating lease liabilities
|
22,123
|
|
|
Total operating lease liabilities
|
|
$
|
25,295
|
|
|
|
|
||
Finance Leases:
|
|
|
||
Finance lease right-of-use assets
|
Property, plant, and equipment, net
|
$
|
15,152
|
|
|
|
|
||
Current portion of finance lease liabilities
|
Current portion of long-term debt
|
4,011
|
|
|
Noncurrent portion of finance lease liabilities
|
Long-term debt
|
15,472
|
|
|
|
|
$
|
19,483
|
|
|
|
|
December 28, 2019
|
|
|
Operating lease cost
|
|
|
$
|
3,528
|
|
|
|
|
|
||
Finance lease cost:
|
|
|
|
||
Amortization of lease assets
|
|
|
3,000
|
|
|
Interest on lease liabilities
|
|
|
1,378
|
|
|
Total finance lease costs
|
|
|
$
|
4,378
|
|
|
|
December 28, 2019
|
|
Weighted average remaining lease term (in years):
|
|
|
|
Operating leases
|
|
8.42
|
|
Finance leases
|
|
12.03
|
|
|
|
|
|
Weighted average discount rate:
|
|
|
|
Operating leases
|
|
6.98
|
%
|
Finance leases
|
|
6.72
|
%
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities for the twelve months ended December 28, 2019:
|
|
|
|
Operating cash flows from operating leases
|
|
3,518
|
|
Operating cash flows from finance leases
|
|
1,378
|
|
Financing cash flows from finance leases
|
|
4,166
|
|
Fiscal Year
|
|
Operating Leases
|
Finance Leases
|
||
2020
|
|
4,833
|
|
5,207
|
|
2021
|
|
4,455
|
|
4,347
|
|
2022
|
|
4,062
|
|
2,015
|
|
2023
|
|
3,190
|
|
1,283
|
|
2024
|
|
2,883
|
|
1,042
|
|
Thereafter
|
|
14,465
|
|
16,041
|
|
Total future minimum lease payments (undiscounted)
|
|
33,888
|
|
29,935
|
|
Less: Present value discount
|
|
(8,593
|
)
|
(10,452
|
)
|
Total lease liability
|
|
25,295
|
|
19,483
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2019
|
$
|
4,590
|
|
|
$
|
3,002
|
|
2020
|
4,205
|
|
|
2,533
|
|
||
2021
|
3,333
|
|
|
2,121
|
|
||
2022
|
989
|
|
|
1,667
|
|
||
2023
|
244
|
|
|
882
|
|
||
Thereafter
|
—
|
|
|
3,155
|
|
||
Total commitments
|
13,361
|
|
|
13,360
|
|
||
Less amounts representing interest
|
(1,265
|
)
|
|
—
|
|
||
Total
|
$
|
12,096
|
|
|
$
|
13,360
|
|
|
2019
|
|
2018
|
|
Fair Value Hierarchy Level
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate swaps (1)
|
$
|
—
|
|
|
$
|
36
|
|
|
Level 2
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||||
Interest rate swaps (1)
|
$
|
1,653
|
|
|
$
|
1,008
|
|
|
Level 2
|
(1)
|
The Company uses certain external sources in deriving the fair value of the interest rate swaps. The interest rate swaps were valued using observable inputs (e.g., LIBOR yield curves, credit spreads). Valuations of interest rate swaps may fluctuate considerably from period-to-period due to volatility in underlying interest rates, which are driven by market conditions and the duration of the instrument. Credit adjustments could have a significant impact on the valuations due to changes in credit ratings of the Company or its counterparties.
|
|
2019
|
|
2018
|
||||
Beginning balance
|
$
|
—
|
|
|
$
|
25
|
|
Fair value adjustments
|
—
|
|
|
1
|
|
||
Settlements
|
—
|
|
|
(26
|
)
|
||
Ending balance
|
$
|
—
|
|
|
$
|
—
|
|
|
2019
|
|
2018
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
769
|
|
|
$
|
769
|
|
|
$
|
18
|
|
|
$
|
18
|
|
Notes receivable, including current portion
|
—
|
|
|
—
|
|
|
282
|
|
|
282
|
|
||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt, including current portion
|
68,868
|
|
|
72,115
|
|
|
115,949
|
|
|
112,519
|
|
||||
Finance leases, including current portion
|
19,483
|
|
|
20,361
|
|
|
12,096
|
|
|
11,723
|
|
||||
Operating leases, including current portion
|
25,295
|
|
|
25,295
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
1,653
|
|
|
1,653
|
|
|
1,008
|
|
|
1,008
|
|
Type
|
Notional Amount
|
|
Effective Date
|
Fixed Rate
|
Variable Rate
|
||
Interest rate swap
|
$
|
25,000
|
|
|
September 1, 2016 through September 1, 2021
|
3.105%
|
1 Month LIBOR
|
Interest rate swap
|
$
|
25,000
|
|
|
September 1, 2015 through September 1, 2021
|
3.304%
|
1 Month LIBOR
|
Interest rate swap
|
$
|
6,213
|
|
(1)
|
November 7, 2014 through November 7, 2024
|
4.500%
|
1 Month LIBOR
|
|
Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges - interest rate swaps
|
$
|
(1,109
|
)
|
|
$
|
531
|
|
|
$
|
180
|
|
|
|
|
|
|
|
||||||
|
Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges - interest rate swaps
|
$
|
(454
|
)
|
|
$
|
(673
|
)
|
|
$
|
(1,250
|
)
|
(1)
|
The amount of gain (loss) reclassified from AOCIL is included in interest expense on the Company's Consolidated Statements of Operations.
|
(2)
|
The amount of loss expected to be reclassified from AOCIL into earnings during the next 12 months subsequent to fiscal 2019 is $841.
|
Pension Fund
|
EIN/Pension Plan Number
|
Pension Protection Act Zone Status
|
FIP/RP Status Pending/Implemented (1)
|
Contributions (2)
|
Surcharge Imposed (1)
|
Expiration Date of Collective-Bargaining Agreement
|
|||||||||
2019
|
2018
|
2019
|
|
2018
|
|
2017
|
|
||||||||
The Pension Plan of the National Retirement Fund
|
13-6130178 - 001
|
Red
|
Red
|
Implemented
|
$
|
335
|
|
$
|
320
|
|
$
|
313
|
|
Yes
|
6/4/2022
|
|
2019
|
|
2018
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
331
|
|
|
$
|
325
|
|
Service cost
|
7
|
|
|
8
|
|
||
Interest cost
|
17
|
|
|
17
|
|
||
Actuarial (gain) loss
|
6
|
|
|
(18
|
)
|
||
Benefits paid
|
(1
|
)
|
|
(1
|
)
|
||
Benefit obligation at end of year
|
360
|
|
|
331
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contributions
|
1
|
|
|
1
|
|
||
Benefits paid
|
(1
|
)
|
|
(1
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Unfunded amount
|
$
|
(360
|
)
|
|
$
|
(331
|
)
|
|
2019
|
|
2018
|
||||
Accrued expenses
|
$
|
16
|
|
|
$
|
15
|
|
Other long-term liabilities
|
344
|
|
|
316
|
|
||
Total liability
|
$
|
360
|
|
|
$
|
331
|
|
|
2019
|
|
2018
|
||
Weighted-average assumptions as of year-end:
|
|
|
|
||
Discount rate (benefit obligation)
|
3.50
|
%
|
|
4.00
|
%
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service cost
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Interest cost
|
17
|
|
|
17
|
|
|
16
|
|
|||
Amortization of prior service credits
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Recognized net actuarial gains
|
(27
|
)
|
|
(28
|
)
|
|
(30
|
)
|
|||
Net periodic benefit cost (credit)
|
$
|
(6
|
)
|
|
$
|
(7
|
)
|
|
$
|
(11
|
)
|
|
Postretirement Benefit Plan
|
||||||
|
Balance at 2019
|
|
2020 Expected Amortization
|
||||
Prior service credits
|
$
|
—
|
|
|
$
|
(3
|
)
|
Unrecognized actuarial gains
|
(339
|
)
|
|
(27
|
)
|
||
Totals
|
$
|
(339
|
)
|
|
$
|
(30
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(287
|
)
|
|
$
|
(178
|
)
|
|
$
|
278
|
|
State
|
107
|
|
|
(116
|
)
|
|
(950
|
)
|
|||
Total current
|
(180
|
)
|
|
(294
|
)
|
|
(672
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(385
|
)
|
|
(434
|
)
|
|
7,535
|
|
|||
State
|
(92
|
)
|
|
(103
|
)
|
|
646
|
|
|||
Total deferred
|
(477
|
)
|
|
(537
|
)
|
|
8,181
|
|
|||
Income tax provision (benefit)
|
$
|
(657
|
)
|
|
$
|
(831
|
)
|
|
$
|
7,509
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Federal statutory rate
|
21
|
%
|
|
21
|
%
|
|
35
|
%
|
|||
Statutory rate applied to income (loss) from continuing operations before taxes
|
$
|
3,142
|
|
|
$
|
(4,685
|
)
|
|
$
|
(635
|
)
|
Plus state income taxes, net of federal tax effect
|
12
|
|
|
(173
|
)
|
|
(198
|
)
|
|||
Total statutory provision (benefit)
|
3,154
|
|
|
(4,858
|
)
|
|
(833
|
)
|
|||
Effect of differences:
|
|
|
|
|
|
||||||
Nondeductible meals and entertainment
|
77
|
|
|
90
|
|
|
161
|
|
|||
Executive compensation limitation
|
—
|
|
|
258
|
|
|
—
|
|
|||
Federal tax credits
|
(545
|
)
|
|
(286
|
)
|
|
(200
|
)
|
|||
Reserve for uncertain tax positions
|
39
|
|
|
27
|
|
|
8
|
|
|||
Change in valuation allowance
|
(3,400
|
)
|
|
3,990
|
|
|
6,470
|
|
|||
Tax reform
|
—
|
|
|
—
|
|
|
1,749
|
|
|||
Stock-based compensation
|
86
|
|
|
82
|
|
|
146
|
|
|||
Other items
|
(68
|
)
|
|
(134
|
)
|
|
8
|
|
|||
Income tax provision (benefit)
|
$
|
(657
|
)
|
|
$
|
(831
|
)
|
|
$
|
7,509
|
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventories
|
$
|
3,336
|
|
|
$
|
4,128
|
|
Retirement benefits
|
1,394
|
|
|
1,718
|
|
||
State net operating losses
|
3,362
|
|
|
4,142
|
|
||
Federal net operating losses
|
715
|
|
|
4,560
|
|
||
State tax credit carryforwards
|
1,688
|
|
|
1,688
|
|
||
Federal tax credit carryforwards
|
4,282
|
|
|
3,721
|
|
||
Allowances for bad debts, claims and discounts
|
1,978
|
|
|
2,199
|
|
||
Other
|
4,039
|
|
|
5,646
|
|
||
Total deferred tax assets
|
20,794
|
|
|
27,802
|
|
||
Valuation allowance
|
(13,264
|
)
|
|
(16,993
|
)
|
||
Net deferred tax assets
|
7,530
|
|
|
10,809
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
7,621
|
|
|
11,377
|
|
||
Total deferred tax liabilities
|
7,621
|
|
|
11,377
|
|
||
|
|
|
|
||||
Net deferred tax liability
|
$
|
(91
|
)
|
|
$
|
(568
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at beginning of year
|
$
|
441
|
|
|
$
|
414
|
|
|
$
|
406
|
|
Additions based on tax positions taken during a current period
|
39
|
|
|
27
|
|
|
8
|
|
|||
Reductions related to settlement of tax matters
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
480
|
|
|
$
|
441
|
|
|
$
|
414
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
15,619
|
|
|
$
|
(21,479
|
)
|
|
$
|
(9,322
|
)
|
Less: Allocation of earnings to participating securities
|
(468
|
)
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
15,151
|
|
|
$
|
(21,479
|
)
|
|
$
|
(9,322
|
)
|
Basic weighted-average shares outstanding (1)
|
15,822
|
|
|
15,764
|
|
|
15,699
|
|
|||
Basic earnings (loss) per share - continuing operations
|
$
|
0.96
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.59
|
)
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
15,151
|
|
|
$
|
(21,479
|
)
|
|
$
|
(9,322
|
)
|
Add: Undistributed earnings reallocated to unvested shareholders
|
3
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
15,154
|
|
|
$
|
(21,479
|
)
|
|
$
|
(9,322
|
)
|
Basic weighted-average shares outstanding (1)
|
15,822
|
|
|
15,764
|
|
|
15,699
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options (2)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Directors' stock performance units (2)
|
104
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted-average shares outstanding (1)(2)
|
15,926
|
|
|
15,764
|
|
|
15,699
|
|
|||
Diluted earnings (loss) per share - continuing operations
|
$
|
0.95
|
|
|
$
|
(1.36
|
)
|
|
$
|
(0.59
|
)
|
(1)
|
Includes Common and Class B Common shares, excluding 461, 570, and 434 unvested participating securities, in thousands, for 2019, 2018, and 2017, respectively.
|
(2)
|
Shares issuable under stock option plans where the exercise price is greater than the average market price of the Company's Common Stock during the relevant period and directors' stock performance units have been excluded to the extent they are anti-dilutive. Aggregate shares excluded were 166 in 2019, 422 in 2018 and 448 in 2017.
|
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Outstanding at December 31, 2016
|
457,378
|
|
|
$
|
7.41
|
|
Granted
|
60,000
|
|
|
3.70
|
|
|
Vested
|
(78,908
|
)
|
|
8.79
|
|
|
Forfeited
|
(4,629
|
)
|
|
5.96
|
|
|
Outstanding at December 30, 2017
|
433,841
|
|
|
6.66
|
|
|
Granted
|
307,292
|
|
|
2.77
|
|
|
Vested
|
(64,939
|
)
|
|
6.58
|
|
|
Forfeited
|
(106,196
|
)
|
|
9.51
|
|
|
Outstanding at December 29, 2018
|
569,998
|
|
|
4.04
|
|
|
Vested
|
(90,791
|
)
|
|
2.83
|
|
|
Forfeited
|
(17,784
|
)
|
|
3.48
|
|
|
Outstanding at December 28, 2019
|
461,423
|
|
|
$
|
4.30
|
|
|
2019 (1)
|
|
2018 (1)
|
|
2017
|
|||
Expected Volatility
|
—
|
%
|
|
—
|
%
|
|
47.80
|
%
|
Risk-free interest rate
|
—
|
%
|
|
—
|
%
|
|
1.79
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected life of options (yrs)
|
0
|
|
|
0
|
|
|
5
|
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (in years)
|
Weighted-Average Fair Value of Options Granted During the Year
|
||||||
Outstanding at December 31, 2016
|
103,500
|
|
|
$
|
5.00
|
|
|
|
|
$
|
—
|
|
Granted
|
203,000
|
|
|
4.30
|
|
|
|
|
1.51
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Outstanding at December 30, 2017
|
306,500
|
|
|
4.54
|
|
|
|
|
—
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Forfeited
|
(8,000
|
)
|
|
4.17
|
|
|
|
|
—
|
|
||
Outstanding at December 29, 2018
|
298,500
|
|
|
4.55
|
|
|
|
|
—
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Forfeited
|
(132,500
|
)
|
|
4.82
|
|
|
|
|
—
|
|
||
Outstanding at December 28, 2019
|
166,000
|
|
|
4.33
|
|
|
2.40
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at:
|
|
|
|
|
|
|
|
|||||
December 30, 2017
|
103,500
|
|
|
$
|
5.00
|
|
|
|
|
—
|
|
|
December 29, 2018
|
103,500
|
|
|
5.00
|
|
|
|
|
—
|
|
||
December 28, 2019
|
166,000
|
|
|
4.33
|
|
|
2.40
|
|
—
|
|
|
Interest Rate Swaps
|
|
Post-Retirement Liabilities
|
|
Total
|
||||||
Balance at December 31, 2016
|
(2,216
|
)
|
|
256
|
|
|
(1,960
|
)
|
|||
Unrealized gain on interest rate swaps, net of tax of $68
|
112
|
|
|
—
|
|
|
112
|
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $475
|
775
|
|
|
—
|
|
|
775
|
|
|||
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $4
|
—
|
|
|
7
|
|
|
7
|
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $11
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $1
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||
Reclassification of stranded tax effects
|
(258
|
)
|
|
47
|
|
|
(211
|
)
|
|||
Balance at December 30, 2017
|
(1,587
|
)
|
|
288
|
|
|
(1,299
|
)
|
|||
Unrealized gain on interest rate swaps, net of tax of $0
|
531
|
|
|
—
|
|
|
531
|
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $0
|
673
|
|
|
—
|
|
|
673
|
|
|||
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0
|
—
|
|
|
18
|
|
|
18
|
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Balance at December 29, 2018
|
(383
|
)
|
|
275
|
|
|
(108
|
)
|
|||
Unrealized gain on interest rate swaps, net of tax of $0
|
(1,109
|
)
|
|
—
|
|
|
(1,109
|
)
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $10
|
444
|
|
|
—
|
|
|
444
|
|
|||
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Balance at December 28, 2019
|
$
|
(1,048
|
)
|
|
$
|
240
|
|
|
$
|
(808
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other operating expense, net:
|
|
|
|
|
|
||||||
(Gain) loss on property, plant and equipment disposals
|
$
|
353
|
|
|
$
|
(1,047
|
)
|
|
$
|
170
|
|
Gain on sale of building
|
(25,121
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on currency exchanges
|
41
|
|
|
126
|
|
|
(72
|
)
|
|||
Amortization of intangibles
|
—
|
|
|
305
|
|
|
306
|
|
|||
Retirement expenses
|
72
|
|
|
64
|
|
|
155
|
|
|||
Miscellaneous (income) expense
|
667
|
|
|
1,010
|
|
|
(118
|
)
|
|||
Other operating expense, net
|
$
|
(23,988
|
)
|
|
$
|
458
|
|
|
$
|
441
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Other (income) expense, net:
|
|
|
|
|
|
||||||
Interest Income
|
$
|
(49
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Post-retirement income
|
(14
|
)
|
|
(15
|
)
|
|
(18
|
)
|
|||
Miscellaneous (income) expense
|
6
|
|
|
18
|
|
|
39
|
|
|||
Other (income) expense, net
|
$
|
(57
|
)
|
|
$
|
3
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|
As of December 28, 2019
|
||||||||||||||
|
Accrued Balance at December 29, 2018
|
|
2019 Expenses (1)
|
|
2019 Cash Payments
|
|
Accrued Balance at December 28, 2019
|
|
Total Costs Incurred to Date
|
|
Total Expected Costs
|
||||||||||||
Corporate Office Consolidation Plan
|
98
|
|
|
13
|
|
|
73
|
|
|
38
|
|
|
829
|
|
|
829
|
|
||||||
Profit Improvement Plan
|
846
|
|
|
5,006
|
|
|
5,547
|
|
|
305
|
|
|
8,800
|
|
|
8,800
|
|
||||||
Total All Plans
|
$
|
944
|
|
|
$
|
5,019
|
|
|
$
|
5,620
|
|
|
$
|
343
|
|
|
$
|
9,629
|
|
|
$
|
9,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset Impairments
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,323
|
|
|
$
|
3,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accrued Balance at December 30, 2017
|
|
2018 Expenses (1)
|
|
2018 Cash Payments
|
|
Accrued Balance at December 29, 2018
|
|
|
|
|
||||||||||||
Corporate Office Consolidation Plan
|
171
|
|
|
9
|
|
|
82
|
|
|
98
|
|
|
|
|
|
||||||||
Profit Improvement Plan
|
$
|
334
|
|
|
$
|
3,158
|
|
|
$
|
2,646
|
|
|
$
|
846
|
|
|
|
|
|
||||
Total All Plans
|
$
|
505
|
|
|
$
|
3,167
|
|
|
$
|
2,728
|
|
|
$
|
944
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset Impairments
|
$
|
—
|
|
|
$
|
3,320
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Workers' compensation costs from former textile operations
|
$
|
38
|
|
|
$
|
212
|
|
|
$
|
(155
|
)
|
Environmental remediation costs from former textile operations
|
(386
|
)
|
|
(117
|
)
|
|
(225
|
)
|
|||
Income (loss) from discontinued operations, before taxes
|
$
|
(348
|
)
|
|
$
|
95
|
|
|
$
|
(380
|
)
|
Income tax benefit
|
—
|
|
|
—
|
|
|
(147
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(348
|
)
|
|
$
|
95
|
|
|
$
|
(233
|
)
|
Description
|
|
Balance at Beginning of Year
|
|
Additions - Charged to Costs and Expenses
|
|
Additions - Charged to Other Account - Describe
|
|
Deductions - Describe
|
|
Balance at End of Year
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 28, 2019:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
174
|
|
|
$
|
240
|
|
|
$
|
—
|
|
|
$
|
152
|
|
(1)
|
$
|
262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties
|
|
5,717
|
|
|
10,538
|
|
|
—
|
|
|
11,714
|
|
—
|
|
4,541
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 29, 2018:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
133
|
|
|
$
|
162
|
|
|
$
|
—
|
|
|
$
|
121
|
|
(1)
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties (As Adjusted) *
|
|
6,360
|
|
|
11,995
|
|
|
—
|
|
|
12,638
|
|
(2)
|
5,717
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
107
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
44
|
|
(1)
|
$
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties (As Adjusted) *
|
|
7,039
|
|
|
11,760
|
|
|
—
|
|
|
12,439
|
|
(2)
|
6,360
|
|
EXHIBIT NO.
|
DESCRIPTION
|
(1.1)*
|
|
(2.1)*
|
|
(3.1)*
|
|
(3.2)*
|
|
(5.1)*
|
|
(10.1)*
|
The Dixie Group, Inc. New Non-qualified Retirement Savings Plan effective August 1, 1999. (Incorporated by reference to Exhibit (10.1) to Dixie's Quarterly Report on Form 10-Q for the quarter ended June 26, 1999.)**
|
(10.2)*
|
|
(10.3)*
|
|
(10.4)*
|
|
(10.5)*
|
|
(10.6)*
|
|
(10.7)*
|
|
(10.8)*
|
|
(10.9)*
|
|
(10.10)*
|
|
(10.11)*
|
|
(10.12)*
|
|
(10.13)*
|
(10.14)*
|
|
(10.15)*
|
|
(10.16)*
|
|
(10.17)*
|
|
(10.18)*
|
|
(10.19)*
|
|
(10.20)*
|
|
(10.21)*
|
|
(10.22)*
|
|
(10.23)*
|
|
(10.24)*
|
|
(10.25)*
|
|
(10.26)*
|
|
(10.27)*
|
|
(10.28)*
|
|
(10.29)*
|
|
(10.30)*
|
|
(10.31)*
|
|
(10.32)*
|
|
(10.33)*
|
(10.34)*
|
|
(10.35)*
|
|
(10.36)*
|
|
(10.37)*
|
|
(10.38)*
|
|
(10.39)*
|
|
(10.40)*
|
|
(10.41)*
|
|
(10.42)*
|
|
(10.43)*
|
|
(10.44)*
|
|
(10.45)*
|
|
(10.46)*
|
|
(10.47)*
|
|
(10.48)*
|
|
(10.49)*
|
|
(10.50)*
|
|
(10.51)*
|
|
(10.52)*
|
(10.53)*
|
|
(10.54)*
|
|
(10.55)*
|
|
(10.56)*
|
|
(10.57)*
|
|
(10.58)*
|
|
(10.59)*
|
|
(10.60)*
|
|
(10.61)*
|
|
(10.62)*
|
|
(10.63)*
|
|
(10.64)*
|
|
(10.65)*
|
|
(10.66)*
|
|
(10.67)*
|
|
(10.68)*
|
|
(10.69)*
|
|
(10.70)*
|
|
(10.71)*
|
|
(10.72)*
|
|
(10.73)*
|
|
(10.74)*
|
|
(10.75)*
|
|
(10.76)*
|
|
(10.77)*
|
|
(10.78)*
|
•
|
Registration Statement (Form S-8 No 333-134779) pertaining to The Dixie Group, Inc. 2006 Stock Awards Plan,
|
•
|
Registration Statement (Form S-8 No 333-89994) pertaining to The Dixie Group, Inc. Stock Incentive Plan,
|
•
|
Registration Statement (Form S-8 No 033-59564) pertaining to the Agreement and Plan of Merger by and among Dixie Yarns, Inc., Carriage Acquisitions, Inc. and Carriage Industries, Inc., dated as of November 3, 1992,
|
•
|
Registration Statement (Form S-8 No 333-87534) pertaining to The Dixie Group, Inc. Stock Incentive Plan,
|
•
|
Registration Statement (Form S-8 No 333-81163) pertaining to The Dixie Group, Inc. Incentive Stock Plan,
|
•
|
Registration Statement (Form S-8 No 333-80971) pertaining to The Dixie Group, Inc. Core Leadership Team Stock Ownership Plan,
|
•
|
Registration Statement (Form S-8 No 333-118504) pertaining to The Dixie Group, Inc. Directors Stock Plan,
|
•
|
Registration Statement (Form S-8 No 333-168412) pertaining to The Dixie Group, Inc. Amended and Restated 2006 Stock Awards Plan,
|
•
|
Registration Statement (Form S-8 No 333-188321) pertaining to The Dixie Group, Inc. Amended and Restated 2006 Stock Awards Plan,
|
•
|
Registration Statement (Form S-3 No 333-194571) of The Dixie Group, Inc. pertaining to the offering 2,500,000 shares of common stock, and
|
•
|
Registration Statement (Form S-8 No 333-211157) pertaining to The Dixie Group, Inc. 2016 Incentive Compensation Plan;
|
1.
|
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;
|
2.
|
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;
|
3.
|
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
|
4.
|
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: March 12, 2020
|
|
/s/ DANIEL K. FRIERSON
|
|
|
Daniel K. Frierson
|
|
|
Chief Executive Officer
|
|
|
The Dixie Group, Inc.
|
1.
|
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;
|
2.
|
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;
|
3.
|
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
|
4.
|
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: March 12, 2020
|
/s/ ALLEN L. DANZEY
|
|
Allen L. Danzey
|
|
Chief Financial Officer
|
|
The Dixie Group, Inc.
|
(1)
|
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.
|
/s/ DANIEL K. FRIERSON
|
|
Daniel K. Frierson, Chief Executive Officer
|
|
Date:
|
March 12, 2020
|
(1)
|
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.
|
/s/ ALLEN L. DANZEY
|
|
Allen L. Danzey, Chief Financial Officer
|
|
Date:
|
March 12, 2020
|