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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dixie Group Inc | NASDAQ:DXYN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0245 | 3.98% | 0.64 | 0.6301 | 0.64 | 0.66 | 0.597 | 0.597 | 29,386 | 16:45:24 |
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 24, 2017
|
|||
Common Stock, $3.00 Par Value
|
|
15,248,338
|
|
|
shares
|
Class B Common Stock, $3.00 Par Value
|
|
870,714
|
|
|
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 1.
|
BUSINESS
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Residential floorcovering products
|
66
|
%
|
|
64
|
%
|
|
67
|
%
|
Commercial floorcovering products
|
34
|
%
|
|
36
|
%
|
|
33
|
%
|
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
|
|
Commerce, CA*
|
|
Administrative
|
|
21,800
|
|
Santa Ana, CA
|
|
Administrative
|
|
4,000
|
|
Calhoun, GA
|
|
Administrative
|
|
10,600
|
|
Dalton, GA*
|
|
Administrative
|
|
47,900
|
|
Chattanooga, TN*
|
|
Administrative
|
|
3,500
|
|
|
|
Total Administrative
|
|
116,800
|
|
|
|
|
|
|
|
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
|
|
Commerce, CA*
|
|
Carpet Manufacturing, Distribution
|
|
253,800
|
|
Santa Ana, CA
|
|
Carpet and Rug Manufacturing, Distribution
|
|
200,000
|
|
Adairsville, GA
|
|
Samples and Rug Manufacturing, Distribution
|
|
292,000
|
|
Calhoun, GA *
|
|
Carpet Wool Manufacturing
|
|
99,000
|
|
Calhoun, GA
|
|
Carpet Dyeing & Processing
|
|
193,300
|
|
Chickamauga, GA*
|
|
Carpet Manufacturing
|
|
107,000
|
|
Eton, GA
|
|
Carpet Manufacturing, Distribution
|
|
408,000
|
|
|
|
Total Manufacturing and Distribution
|
|
2,751,100
|
|
|
|
|
|
|
|
* Leased properties
|
|
TOTAL
|
|
2,867,900
|
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Name, Age and Position
|
|
Business Experience During Past Five Years
|
|
|
|
Daniel K. Frierson, 75
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 currently Chairman of The Carpet and Rug Institute. He serves as Director of Astec Industries, Inc. headquartered in Chattanooga, Tennessee; and Louisiana-Pacific Corporation headquartered in Nashville, Tennessee.
|
|
|
|
D. Kennedy Frierson, Jr., 49
Vice President and Chief Operating Officer
|
|
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.
|
|
|
|
Jon A. Faulkner, 56
Vice President and Chief Financial Officer
|
|
Vice President and Chief Financial Officer since October 2009. 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.
|
|
|
|
Paul B. Comiskey, 65
Vice President and President, Dixie Residential
|
|
Vice President and President of Dixie Residential since August 2009. Vice President and President, Dixie Home from February 2007 to July 2009. President, Dixie Home from December 2006 to January 2007. Senior Vice President of Residential Sales, Mohawk Industries, Inc. from 1998 to 2006. Executive Vice President of Sales and Marketing for World Carpets from 1996 to 1998.
|
|
|
|
E. David Hobbs, 65
Vice President and President, Masland Contract
|
|
President, Masland Contract since September 2016. Executive President of Operations, Masland Contract from 2012 to September 2016. Vice President of Planning, Mohawk Industries from 2010 to 2011, Interface Americas from 1984 to 2010, President, Interface Americas from 2005 to 2009.
|
|
|
|
W. Derek Davis, 66
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 (1)
|
|
Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
|
||||||
October 29, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
||
November 26, 2016
|
|
4,234
|
|
|
3.96
|
|
|
4,234
|
|
|
|
|||
December 31, 2016
|
|
200
|
|
|
3.40
|
|
|
200
|
|
|
|
|||
Three Fiscal Months Ended December 31, 2016
|
|
4,434
|
|
|
$
|
3.93
|
|
|
4,434
|
|
|
$
|
2,344,158
|
|
THE DIXIE GROUP, INC.
|
||||||||||||||||
QUARTERLY FINANCIAL DATA, DIVIDENDS AND PRICE RANGE OF COMMON STOCK
|
||||||||||||||||
(unaudited) (dollars in thousands, except per share data)
|
||||||||||||||||
2016
|
|
1ST
|
|
2ND
|
|
3RD
|
|
4TH (1)
|
||||||||
Net sales
|
|
$
|
89,234
|
|
|
$
|
105,316
|
|
|
$
|
100,297
|
|
|
$
|
102,606
|
|
Gross profit
|
|
19,506
|
|
|
28,242
|
|
|
25,831
|
|
|
21,846
|
|
||||
Operating income (loss)
|
|
(5,840
|
)
|
|
3,403
|
|
|
1,916
|
|
|
(2,894
|
)
|
||||
Income (loss) from continuing operations
|
|
(4,757
|
)
|
|
1,615
|
|
|
573
|
|
|
(2,638
|
)
|
||||
Loss from discontinued operations
|
|
(10
|
)
|
|
(3
|
)
|
|
(39
|
)
|
|
(79
|
)
|
||||
Income (loss) on disposal of discontinued operations
|
|
—
|
|
|
65
|
|
|
—
|
|
|
(5
|
)
|
||||
Net income (loss)
|
|
$
|
(4,767
|
)
|
|
$
|
1,677
|
|
|
$
|
534
|
|
|
$
|
(2,722
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.30
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Net income (loss)
|
|
$
|
(0.30
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.18
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.30
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.17
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
||||
Net income (loss)
|
|
$
|
(0.30
|
)
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Common Stock Prices:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
5.66
|
|
|
$
|
4.89
|
|
|
$
|
5.15
|
|
|
$
|
5.56
|
|
Low
|
|
3.25
|
|
|
3.00
|
|
|
3.15
|
|
|
3.20
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2015
|
|
1ST
|
|
2ND
|
|
3RD
|
|
4TH
|
||||||||
Net sales
|
|
$
|
95,855
|
|
|
$
|
109,957
|
|
|
$
|
108,908
|
|
|
$
|
107,763
|
|
Gross profit
|
|
23,339
|
|
|
29,306
|
|
|
27,265
|
|
|
26,320
|
|
||||
Operating income (loss)
|
|
(2,683
|
)
|
|
2,177
|
|
|
1,253
|
|
|
1,243
|
|
||||
Income (loss) from continuing operations
|
|
(2,380
|
)
|
|
516
|
|
|
84
|
|
|
(498
|
)
|
||||
Loss from discontinued operations
|
|
(88
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
(30
|
)
|
||||
Net income (loss)
|
|
$
|
(2,468
|
)
|
|
$
|
504
|
|
|
$
|
66
|
|
|
$
|
(528
|
)
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
|
$
|
(0.16
|
)
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Common Stock Prices:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
9.60
|
|
|
$
|
11.40
|
|
|
$
|
11.50
|
|
|
$
|
9.89
|
|
Low
|
|
7.77
|
|
|
8.76
|
|
|
8.81
|
|
|
4.75
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
The Dixie Group, Inc.
|
||||||||||||||||||||
Historical Summary
|
||||||||||||||||||||
(dollars in thousands, except share and per share data)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
FISCAL YEARS
|
|
2016 (1)
|
|
2015 (2)
|
|
2014 (3)(4)
|
|
2013 (5)
|
|
2012
|
||||||||||
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
397,453
|
|
|
$
|
422,483
|
|
|
$
|
406,588
|
|
|
$
|
344,374
|
|
|
$
|
266,372
|
|
Gross profit
|
|
95,425
|
|
|
106,230
|
|
|
95,497
|
|
|
85,570
|
|
|
65,372
|
|
|||||
Operating income (loss)
|
|
(3,415
|
)
|
|
1,990
|
|
|
(5,236
|
)
|
|
8,855
|
|
|
1,815
|
|
|||||
Income (loss) from continuing operations before taxes
|
|
(8,829
|
)
|
|
(2,992
|
)
|
|
1,726
|
|
|
4,979
|
|
|
(1,054
|
)
|
|||||
Income tax provision (benefit)
|
|
(3,622
|
)
|
|
(714
|
)
|
|
1,053
|
|
|
(577
|
)
|
|
(401
|
)
|
|||||
Income (loss) from continuing operations
|
|
(5,207
|
)
|
|
(2,278
|
)
|
|
673
|
|
|
5,556
|
|
|
(653
|
)
|
|||||
Depreciation and amortization
|
|
13,515
|
|
|
14,119
|
|
|
12,850
|
|
|
10,230
|
|
|
9,396
|
|
|||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
|
4,904
|
|
|
6,826
|
|
|
9,492
|
|
|
11,438
|
|
|
3,386
|
|
|||||
Assets purchased under capital leases & notes, including deposits utilized and accrued purchases
|
|
427
|
|
|
5,403
|
|
|
23,333
|
|
|
1,865
|
|
|
666
|
|
|||||
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
268,987
|
|
|
$
|
298,218
|
|
|
$
|
290,447
|
|
|
$
|
243,557
|
|
|
$
|
196,820
|
|
Working capital
|
|
81,727
|
|
|
98,632
|
|
|
100,602
|
|
|
89,057
|
|
|
71,343
|
|
|||||
Long-term debt
|
|
98,256
|
|
|
115,907
|
|
|
117,153
|
|
|
100,521
|
|
|
79,040
|
|
|||||
Stockholders' equity
|
|
87,122
|
|
|
90,804
|
|
|
92,977
|
|
|
70,771
|
|
|
64,046
|
|
|||||
PER SHARE
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
|
$
|
0.42
|
|
|
$
|
(0.05
|
)
|
Diluted
|
|
(0.33
|
)
|
|
(0.15
|
)
|
|
0.03
|
|
|
0.42
|
|
|
(0.05
|
)
|
|||||
Dividends:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Class B Common Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Book value
|
|
5.40
|
|
|
5.67
|
|
|
5.90
|
|
|
5.32
|
|
|
4.88
|
|
|||||
GENERAL
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
15,638,112
|
|
|
15,535,980
|
|
|
14,381,601
|
|
|
12,736,835
|
|
|
12,637,657
|
|
|||||
Diluted
|
|
15,638,112
|
|
|
15,535,980
|
|
|
14,544,073
|
|
|
12,851,917
|
|
|
12,637,657
|
|
|||||
Number of shareholders (6)
|
|
3,000
|
|
|
3,000
|
|
|
3,000
|
|
|
2,350
|
|
|
1,800
|
|
|||||
Number of associates
|
|
1,746
|
|
|
1,822
|
|
|
1,740
|
|
|
1,423
|
|
|
1,200
|
|
(1)
|
Includes expenses of $1,456, or $859 net of tax, for facility consolidation expenses in 2016.
|
(2)
|
Includes expenses of $2,946, or $1,915 net of tax, for facility consolidation expenses in 2015.
|
(3)
|
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.
|
(4)
|
Includes expenses of $5,514, or $3,364 net of tax, for facility consolidation expenses, $1,133, or $691 net of tax, for impairment of assets and income of $11,110, or $6,777 net of tax, for bargain purchases on the acquisitions of Atlas Carpet Mills and Burtco Enterprises.
|
(5)
|
Includes the results of operations of Robertex, Inc subsequent to its acquisition on June 30, 2013.
|
(6)
|
The approximate number of record holders of our Common Stock for 2012 through 2016 includes Management's estimate of shareholders who held our Common Stock in nominee names as follows: 2012 - 1,255 shareholders; 2013 - 1,900 shareholders; 2014 - 2,550 shareholders; 2015 - 2,550 shareholders; 2016 - 2,600 shareholders.
|
|
Fiscal Year Ended
|
|
|
|
||||||||||
|
December 31, 2016
|
% of Net Sales
|
|
December 26, 2015
|
% of Net Sales
|
|
Increase (Decrease)
|
% Change
|
||||||
Net sales
|
397,453
|
|
100.0
|
%
|
|
422,483
|
|
100.0
|
%
|
|
(25,030
|
)
|
(5.9
|
)%
|
Cost of sales
|
302,028
|
|
76.0
|
%
|
|
316,253
|
|
74.9
|
%
|
|
(14,225
|
)
|
(4.5
|
)%
|
Gross profit
|
95,425
|
|
24.0
|
%
|
|
106,230
|
|
25.1
|
%
|
|
(10,805
|
)
|
(10.2
|
)%
|
Selling and administrative expenses
|
96,983
|
|
24.4
|
%
|
|
100,422
|
|
23.8
|
%
|
|
(3,439
|
)
|
(3.4
|
)%
|
Other operating expense, net
|
401
|
|
0.1
|
%
|
|
872
|
|
0.2
|
%
|
|
(471
|
)
|
(54.0
|
)%
|
Facility consolidation expenses, net
|
1,456
|
|
0.4
|
%
|
|
2,946
|
|
0.7
|
%
|
|
(1,490
|
)
|
(50.6
|
)%
|
Operating income (loss)
|
(3,415
|
)
|
(0.9
|
)%
|
|
1,990
|
|
0.4
|
%
|
|
(5,405
|
)
|
(271.6
|
)%
|
Interest expense
|
5,392
|
|
1.4
|
%
|
|
4,935
|
|
1.2
|
%
|
|
457
|
|
9.3
|
%
|
Other expense, net
|
22
|
|
—
|
%
|
|
47
|
|
—
|
%
|
|
(25
|
)
|
(53.2
|
)%
|
Loss before taxes
|
(8,829
|
)
|
(2.3
|
)%
|
|
(2,992
|
)
|
(0.8
|
)%
|
|
(5,837
|
)
|
195.1
|
%
|
Income tax benefit
|
(3,622
|
)
|
(0.9
|
)%
|
|
(714
|
)
|
(0.2
|
)%
|
|
(2,908
|
)
|
407.3
|
%
|
Loss from continuing operations
|
(5,207
|
)
|
(1.4
|
)%
|
|
(2,278
|
)
|
(0.6
|
)%
|
|
(2,929
|
)
|
128.6
|
%
|
Loss from discontinued operations
|
(131
|
)
|
—
|
%
|
|
(148
|
)
|
—
|
%
|
|
17
|
|
(11.5
|
)%
|
Income on disposal of discontinued operations
|
60
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
60
|
|
—
|
%
|
Net loss
|
(5,278
|
)
|
(1.4
|
)%
|
|
(2,426
|
)
|
(0.6
|
)%
|
|
(2,852
|
)
|
117.6
|
%
|
|
Fiscal Year Ended
|
|
||||||||||||||||
|
December 31, 2016
|
Week 53
|
Net Sales as Adjusted December 31, 2016
|
|
December 26, 2015
|
Increase (Decrease)
|
Net Sales as Adjusted % Change
|
|||||||||||
Net sales as adjusted
|
$
|
397,453
|
|
$
|
(5,380
|
)
|
$
|
392,073
|
|
|
$
|
422,483
|
|
$
|
(30,410
|
)
|
(7.2
|
)%
|
|
Fiscal Year Ended
|
|
|
|
||||||||||
|
December 26, 2015
|
% of Net Sales
|
|
December 27, 2014
|
% of Net Sales
|
|
Increase (Decrease)
|
% Change
|
||||||
Net sales
|
422,483
|
|
100.0
|
%
|
|
406,588
|
|
100.0
|
%
|
|
15,895
|
|
3.9
|
%
|
Cost of sales
|
316,253
|
|
74.9
|
%
|
|
311,091
|
|
76.5
|
%
|
|
5,162
|
|
1.7
|
%
|
Gross profit
|
106,230
|
|
25.1
|
%
|
|
95,497
|
|
23.5
|
%
|
|
10,733
|
|
11.2
|
%
|
Selling and administrative expenses
|
100,422
|
|
23.8
|
%
|
|
93,182
|
|
22.9
|
%
|
|
7,240
|
|
7.8
|
%
|
Other operating expense, net
|
872
|
|
0.2
|
%
|
|
904
|
|
0.2
|
%
|
|
(32
|
)
|
(3.5
|
)%
|
Facility consolidation expenses, net
|
2,946
|
|
0.7
|
%
|
|
5,514
|
|
1.4
|
%
|
|
(2,568
|
)
|
100.0
|
%
|
Impairment of assets
|
—
|
|
—
|
%
|
|
1,133
|
|
0.3
|
%
|
|
(1,133
|
)
|
100.0
|
%
|
Operating income (loss)
|
1,990
|
|
0.4
|
%
|
|
(5,236
|
)
|
(1.3
|
)%
|
|
7,226
|
|
(138.0
|
)%
|
Interest expense
|
4,935
|
|
1.2
|
%
|
|
4,302
|
|
1.1
|
%
|
|
633
|
|
14.7
|
%
|
Other (income) expense, net
|
47
|
|
—
|
%
|
|
(154
|
)
|
—
|
%
|
|
201
|
|
(130.5
|
)%
|
Gain on purchase of businesses
|
—
|
|
—
|
%
|
|
(11,110
|
)
|
(2.7
|
)%
|
|
11,110
|
|
100.0
|
%
|
Income (loss) before taxes
|
(2,992
|
)
|
(0.8
|
)%
|
|
1,726
|
|
0.3
|
%
|
|
(4,718
|
)
|
(273.3
|
)%
|
Income tax provision (benefit)
|
(714
|
)
|
(0.2
|
)%
|
|
1,053
|
|
0.3
|
%
|
|
(1,767
|
)
|
(167.8
|
)%
|
Income (loss) from continuing operations
|
(2,278
|
)
|
(0.6
|
)%
|
|
673
|
|
—
|
%
|
|
(2,951
|
)
|
(438.5
|
)%
|
Loss from discontinued operations
|
(148
|
)
|
—
|
%
|
|
(608
|
)
|
(0.1
|
)%
|
|
460
|
|
(75.7
|
)%
|
Loss on disposal of discontinued operations
|
—
|
|
—
|
%
|
|
(1,467
|
)
|
(0.4
|
)%
|
|
1,467
|
|
100.0
|
%
|
Net loss
|
(2,426
|
)
|
(0.6
|
)%
|
|
(1,402
|
)
|
(0.5
|
)%
|
|
(1,024
|
)
|
73.0
|
%
|
|
|
Payments Due By Period
|
|||||||||||||||||||||||||
|
|
(dollars in millions)
|
|||||||||||||||||||||||||
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|||||||||||||
Debt
|
|
$
|
6.8
|
|
|
$
|
4.6
|
|
|
$
|
2.8
|
|
|
$
|
1.9
|
|
|
$
|
72.3
|
|
|
$
|
9.7
|
|
|
98.1
|
|
Interest - debt
(1)
|
|
4.5
|
|
|
4.2
|
|
|
4.0
|
|
|
3.9
|
|
|
3.0
|
|
|
1.1
|
|
|
20.7
|
|
||||||
Capital leases
|
|
3.3
|
|
|
3.1
|
|
|
1.9
|
|
|
1.7
|
|
|
1.1
|
|
|
—
|
|
|
11.1
|
|
||||||
Interest - capital leases
|
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Operating leases
|
|
3.1
|
|
|
2.8
|
|
|
1.9
|
|
|
1.4
|
|
|
1.0
|
|
|
4.3
|
|
|
14.5
|
|
||||||
Purchase commitments
|
|
4.2
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||||
Totals
|
|
22.4
|
|
|
15.4
|
|
|
10.8
|
|
|
9.0
|
|
|
77.4
|
|
|
15.1
|
|
|
150.1
|
|
•
|
Revenue recognition.
Revenues, including shipping and handling amounts, are recognized when the following criteria are met: there is persuasive evidence that a sales agreement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collection is reasonably assured. Delivery is considered to have occurred when the customer takes title to products, which is generally on the date of shipment. At the time revenue is recognized, we record a provision for the estimated amount of future returns including product warranties and customer claims based primarily on historical experience and any known trends or conditions.
|
•
|
Customer claims and product warranties.
We provide product warranties related to manufacturing defects and specific performance standards for our products. We record reserves for the estimated costs of defective products and failure to meet applicable performance standards. The levels of reserves are established based primarily upon historical experience and our evaluation of pending claims. Because our evaluations are based on historical experience and conditions at the time our financial statements are prepared, actual results could differ from the reserves in our Consolidated Financial Statements.
|
•
|
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”) 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. Should a significant or prolonged deterioration in economic conditions occur or a decline in comparable company market multiples, then key judgments and assumptions could be impacted. We performed our annual assessment of goodwill in the fourth quarters of 2016, 2015 and 2014 and no impairment was indicated.
|
•
|
Contingent Consideration.
Contingent consideration liabilities represent future amounts we may be required to pay in conjunction with various business combinations. The ultimate amount of future payments is based on incremental gross margin growth related to the contingent liability. We estimate the fair value of the contingent consideration liability by forecasting estimated cash payments based on incremental gross margin growth and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate. We evaluate our estimates of the fair
|
•
|
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 adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income inherently rely on estimates, including business forecasts and other projections of financial results over an extended period of time. In the event that we are not able to realize all or a portion of our deferred tax assets in the future, a valuation allowance is provided. We would recognize such amounts through a charge to income in the period in which that determination is made or when tax law changes are enacted. We had valuation allowances of $5.4 million at December 31, 2016 and $5.3 million at December 26, 2015. For further information regarding our valuation allowances, see Note 14 to the consolidated financial statements.
|
•
|
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 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
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
|
219,732
|
|
(1)
|
$
|
5.94
|
|
(2)
|
774,800
|
|
(1)
|
Includes the options to purchase 103,500 shares of Common Stock under our 2006 Stock Awards Plan and 116,232 Performance Units issued under the Directors Stock 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 103,500 shares of Common Stock under our 2006 Stock Awards Plan and (ii) the price per share of the Common Stock on the grant date for each of 116,232 Performance Units issued under the Directors' Stock 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 13, 2017
|
|
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 13, 2017
|
Daniel K. Frierson
|
|
|
|
|
|
|
|
|
|
/s/ JON A. FAULKNER
|
|
Vice President, Chief Financial Officer
|
|
March 13, 2017
|
Jon A. Faulkner
|
|
|
|
|
|
|
|
|
|
/s/ D. KENNEDY FRIERSON, JR.
|
|
Vice President, Chief Operating Officer and Director
|
|
March 13, 2017
|
D. Kennedy Frierson, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM F. BLUE, JR.
|
|
Director
|
|
March 13, 2017
|
William F. Blue, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES E. BROCK
|
|
Director
|
|
March 13, 2017
|
Charles E. Brock
|
|
|
|
|
|
|
|
|
|
/s/ WALTER W. HUBBARD
|
|
Director
|
|
March 13, 2017
|
Walter W. Hubbard
|
|
|
|
|
|
|
|
|
|
/s/ LOWRY F. KLINE
|
|
Director
|
|
March 13, 2017
|
Lowry F. Kline
|
|
|
|
|
|
|
|
|
|
/s/ HILDA S. MURRAY
|
|
Director
|
|
March 13, 2017
|
Hilda S. Murray
|
|
|
|
|
|
|
|
|
|
/s/ JOHN W. MURREY, III
|
|
Director
|
|
March 13, 2017
|
John W. Murrey, III
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL L. OWENS
|
|
Director
|
|
March 13, 2017
|
Michael L. Owens
|
|
|
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Table of Contents
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Page
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Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
NET SALES
|
$
|
397,453
|
|
|
$
|
422,483
|
|
|
$
|
406,588
|
|
Cost of sales
|
302,028
|
|
|
316,253
|
|
|
311,091
|
|
|||
GROSS PROFIT
|
95,425
|
|
|
106,230
|
|
|
95,497
|
|
|||
|
|
|
|
|
|
||||||
Selling and administrative expenses
|
96,983
|
|
|
100,422
|
|
|
93,182
|
|
|||
Other operating expense, net
|
401
|
|
|
872
|
|
|
904
|
|
|||
Facility consolidation expenses, net
|
1,456
|
|
|
2,946
|
|
|
5,514
|
|
|||
Impairment of assets
|
—
|
|
|
—
|
|
|
1,133
|
|
|||
OPERATING INCOME (LOSS)
|
(3,415
|
)
|
|
1,990
|
|
|
(5,236
|
)
|
|||
|
|
|
|
|
|
||||||
Interest expense
|
5,392
|
|
|
4,935
|
|
|
4,302
|
|
|||
Other (income) expense, net
|
22
|
|
|
47
|
|
|
(154
|
)
|
|||
Gain on purchase of businesses
|
—
|
|
|
—
|
|
|
(11,110
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES
|
(8,829
|
)
|
|
(2,992
|
)
|
|
1,726
|
|
|||
Income tax provision (benefit)
|
(3,622
|
)
|
|
(714
|
)
|
|
1,053
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(5,207
|
)
|
|
(2,278
|
)
|
|
673
|
|
|||
Loss from discontinued operations, net of tax
|
(131
|
)
|
|
(148
|
)
|
|
(608
|
)
|
|||
Income (loss) on disposal of discontinued operations, net of tax
|
60
|
|
|
—
|
|
|
(1,467
|
)
|
|||
NET LOSS
|
$
|
(5,278
|
)
|
|
$
|
(2,426
|
)
|
|
$
|
(1,402
|
)
|
|
|
|
|
|
|
||||||
BASIC EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||
Disposal of discontinued operations
|
(0.00
|
)
|
|
—
|
|
|
(0.10
|
)
|
|||
Net loss
|
$
|
(0.34
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
||||||
BASIC SHARES OUTSTANDING
|
15,638
|
|
|
15,536
|
|
|
14,382
|
|
|||
|
|
|
|
|
|
||||||
DILUTED EARNINGS (LOSS) PER SHARE:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||
Disposal of discontinued operations
|
(0.00
|
)
|
|
—
|
|
|
(0.10
|
)
|
|||
Net loss
|
$
|
(0.34
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
||||||
DILUTED SHARES OUTSTANDING
|
15,638
|
|
|
15,536
|
|
|
14,544
|
|
|||
|
|
|
|
|
|
||||||
DIVIDENDS PER SHARE:
|
|
|
|
|
|
||||||
Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
NET LOSS
|
$
|
(5,278
|
)
|
|
$
|
(2,426
|
)
|
|
$
|
(1,402
|
)
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
|
|
|
|
|
|
||||||
Unrealized loss on interest rate swaps
|
(263
|
)
|
|
(2,410
|
)
|
|
(3,110
|
)
|
|||
Income taxes
|
(100
|
)
|
|
(916
|
)
|
|
(1,182
|
)
|
|||
Unrealized loss on interest rate swaps, net
|
(163
|
)
|
|
(1,494
|
)
|
|
(1,928
|
)
|
|||
|
|
|
|
|
|
||||||
Reclassification of loss into earnings from interest rate swaps (1)
|
1,291
|
|
|
777
|
|
|
372
|
|
|||
Income taxes
|
491
|
|
|
295
|
|
|
141
|
|
|||
Reclassification of loss into earnings from interest rate swaps, net
|
800
|
|
|
482
|
|
|
231
|
|
|||
|
|
|
|
|
|
||||||
Unrecognized net actuarial gain (loss) on postretirement benefit plans
|
(3
|
)
|
|
48
|
|
|
67
|
|
|||
Income taxes
|
(1
|
)
|
|
18
|
|
|
26
|
|
|||
Unrecognized net actuarial gain (loss) on postretirement benefit plans, net
|
(2
|
)
|
|
30
|
|
|
41
|
|
|||
|
|
|
|
|
|
||||||
Reclassification of net actuarial gain into earnings from postretirement benefit plans (2)
|
(33
|
)
|
|
(40
|
)
|
|
(31
|
)
|
|||
Income taxes
|
(13
|
)
|
|
(15
|
)
|
|
(12
|
)
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net
|
(20
|
)
|
|
(25
|
)
|
|
(19
|
)
|
|||
|
|
|
|
|
|
||||||
Reclassification of prior service credits into earnings from postretirement benefit plans (2)
|
(4
|
)
|
|
(86
|
)
|
|
(88
|
)
|
|||
Income taxes
|
(2
|
)
|
|
(33
|
)
|
|
(34
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net
|
(2
|
)
|
|
(53
|
)
|
|
(54
|
)
|
|||
|
|
|
|
|
|
||||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
613
|
|
|
(1,060
|
)
|
|
(1,729
|
)
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE LOSS
|
$
|
(4,665
|
)
|
|
$
|
(3,486
|
)
|
|
$
|
(3,131
|
)
|
(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 Statement 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 Statement of Operations.
|
|
Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
(5,207
|
)
|
|
$
|
(2,278
|
)
|
|
$
|
673
|
|
Loss from discontinued operations
|
(131
|
)
|
|
(148
|
)
|
|
(608
|
)
|
|||
Income (loss) on disposal of discontinued operations
|
60
|
|
|
—
|
|
|
(1,467
|
)
|
|||
Net loss
|
(5,278
|
)
|
|
(2,426
|
)
|
|
(1,402
|
)
|
|||
|
|
|
|
|
|
||||||
Adjustments to reconcile net loss to net cash provided by operating activities, net of acquisitions:
|
|
|
|
|
|
||||||
Depreciation and amortization -
|
|
|
|
|
|
||||||
Continuing operations
|
13,515
|
|
|
14,119
|
|
|
12,850
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
59
|
|
|||
Provision (benefit) for deferred income taxes
|
(3,260
|
)
|
|
(730
|
)
|
|
264
|
|
|||
Net (gain) loss on property, plant and equipment disposals
|
725
|
|
|
(114
|
)
|
|
11
|
|
|||
Impairment of assets -
|
|
|
|
|
|
||||||
Continuing operations
|
—
|
|
|
—
|
|
|
1,133
|
|
|||
Discontinued operations
|
—
|
|
|
—
|
|
|
2,363
|
|
|||
Gain on purchase of businesses
|
—
|
|
|
—
|
|
|
(11,110
|
)
|
|||
Stock-based compensation expense
|
1,324
|
|
|
1,406
|
|
|
1,195
|
|
|||
Excess tax benefits from stock-based compensation
|
(3
|
)
|
|
(318
|
)
|
|
(379
|
)
|
|||
Bad debt expense
|
38
|
|
|
146
|
|
|
399
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
7,163
|
|
|
(335
|
)
|
|
(1,686
|
)
|
|||
Inventories
|
17,909
|
|
|
(10,939
|
)
|
|
743
|
|
|||
Other current assets
|
(1,014
|
)
|
|
751
|
|
|
679
|
|
|||
Accounts payable and accrued expenses
|
(6,827
|
)
|
|
7,606
|
|
|
(925
|
)
|
|||
Other operating assets and liabilities
|
(371
|
)
|
|
(557
|
)
|
|
(733
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
23,921
|
|
|
8,609
|
|
|
3,461
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net proceeds from sales of property, plant and equipment
|
1
|
|
|
68
|
|
|
473
|
|
|||
Deposits on property, plant and equipment
|
—
|
|
|
—
|
|
|
(1,184
|
)
|
|||
Purchase of property, plant and equipment
|
(4,904
|
)
|
|
(6,826
|
)
|
|
(9,492
|
)
|
|||
Proceeds from sale of equity investment
|
—
|
|
|
—
|
|
|
870
|
|
|||
Proceeds from sale of assets held for sale
|
—
|
|
|
—
|
|
|
5,501
|
|
|||
Net cash paid in business acquisitions
|
—
|
|
|
—
|
|
|
(17,739
|
)
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(4,903
|
)
|
|
(6,758
|
)
|
|
(21,571
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net payments on revolving credit facility
|
(9,986
|
)
|
|
(2,328
|
)
|
|
(2,378
|
)
|
|||
Borrowings on notes payable - buildings
|
—
|
|
|
6,290
|
|
|
—
|
|
|||
Payments on notes payable - buildings
|
(731
|
)
|
|
(705
|
)
|
|
(35
|
)
|
|||
Payments on notes payable related to acquisitions
|
(1,924
|
)
|
|
(1,840
|
)
|
|
(1,761
|
)
|
|||
Borrowings on notes payable - equipment and other
|
2,674
|
|
|
1,923
|
|
|
5,193
|
|
|||
Payments on notes payable - equipment and other
|
(4,653
|
)
|
|
(4,387
|
)
|
|
(3,017
|
)
|
|||
Payments on capital leases
|
(3,171
|
)
|
|
(2,742
|
)
|
|
(1,539
|
)
|
|||
Change in outstanding checks in excess of cash
|
(932
|
)
|
|
1,816
|
|
|
(2,683
|
)
|
|||
Proceeds from equity offering, net of issuance costs
|
—
|
|
|
—
|
|
|
24,559
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
275
|
|
|
192
|
|
|||
Repurchases of Common Stock
|
(152
|
)
|
|
(584
|
)
|
|
(497
|
)
|
|||
Excess tax benefits from stock-based compensation
|
3
|
|
|
318
|
|
|
379
|
|
|||
Payments for debt issuance costs
|
(287
|
)
|
|
—
|
|
|
(164
|
)
|
|||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
(19,159
|
)
|
|
(1,964
|
)
|
|
18,249
|
|
|||
|
|
|
|
|
|
||||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(141
|
)
|
|
(113
|
)
|
|
139
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
281
|
|
|
394
|
|
|
255
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
140
|
|
|
$
|
281
|
|
|
$
|
394
|
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||
|
December 31,
2016 |
|
December 26,
2015 |
|
December 27,
2014 |
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Equipment purchased under capital leases
|
169
|
|
|
496
|
|
|
10,078
|
|
|||
Equipment purchased under notes payable
|
—
|
|
|
2,850
|
|
|
4,925
|
|
|||
Deposits utilized on purchased equipment, net
|
—
|
|
|
1,857
|
|
|
—
|
|
|||
Building purchased under notes payable
|
—
|
|
|
—
|
|
|
8,330
|
|
|||
Assets acquired in acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
36,649
|
|
|||
Liabilities assumed in acquisitions
|
—
|
|
|
—
|
|
|
(6,397
|
)
|
|||
Accrued consideration for working capital adjustment in acquisitions
|
—
|
|
|
—
|
|
|
(216
|
)
|
|||
Accrued consideration for holdbacks in acquisition
|
—
|
|
|
—
|
|
|
(887
|
)
|
|||
Deposits on property, plant & equipment financed
|
—
|
|
|
—
|
|
|
(965
|
)
|
|||
Accrued purchases of equipment
|
258
|
|
|
200
|
|
|
—
|
|
|||
Shortfall of tax benefits from stock-based compensation
|
(192
|
)
|
|
(102
|
)
|
|
(607
|
)
|
|||
Note receivable on sale of equipment
|
—
|
|
|
93
|
|
|
—
|
|
|
Common Stock
|
|
Class B Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
||||||||||||
Balance at December 28, 2013
|
$
|
37,324
|
|
|
$
|
2,611
|
|
|
$
|
137,170
|
|
|
$
|
(106,550
|
)
|
|
$
|
216
|
|
|
$
|
70,771
|
|
Common Stock issued - 30,952 shares
|
86
|
|
|
7
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
192
|
|
||||||
Common Stock issued under equity offering - 2,500,000 shares
|
7,500
|
|
|
—
|
|
|
17,059
|
|
|
—
|
|
|
—
|
|
|
24,559
|
|
||||||
Repurchases of Common Stock - 47,296 shares
|
(142
|
)
|
|
—
|
|
|
(355
|
)
|
|
—
|
|
|
—
|
|
|
(497
|
)
|
||||||
Restricted stock grants issued - 101,315 shares
|
208
|
|
|
96
|
|
|
(304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants forfeited - 125,000 shares
|
(15
|
)
|
|
(360
|
)
|
|
375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B converted into Common Stock - 20,400 shares
|
61
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,195
|
|
|
—
|
|
|
—
|
|
|
1,195
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,402
|
)
|
|
—
|
|
|
(1,402
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,729
|
)
|
|
(1,729
|
)
|
||||||
Balance at December 27, 2014
|
45,022
|
|
|
2,293
|
|
|
155,127
|
|
|
(107,952
|
)
|
|
(1,513
|
)
|
|
92,977
|
|
||||||
Common Stock issued - 53,372 shares
|
161
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
275
|
|
||||||
Common Stock issued under Directors' Stock Plan - 30,738
|
92
|
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of Common Stock - 64,304 shares
|
(193
|
)
|
|
—
|
|
|
(391
|
)
|
|
—
|
|
|
—
|
|
|
(584
|
)
|
||||||
Restricted stock grants issued - 224,625 shares
|
326
|
|
|
347
|
|
|
(673
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants forfeited - 9,078 shares
|
(27
|
)
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B converted into Common Stock - 28,459 shares
|
85
|
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,406
|
|
|
—
|
|
|
—
|
|
|
1,406
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
—
|
|
|
216
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,426
|
)
|
|
—
|
|
|
(2,426
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,060
|
)
|
|
(1,060
|
)
|
||||||
Balance at December 26, 2015
|
45,466
|
|
|
2,555
|
|
|
155,734
|
|
|
(110,378
|
)
|
|
(2,573
|
)
|
|
90,804
|
|
||||||
Repurchases of Common Stock - 35,815 shares
|
(107
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
||||||
Restricted stock grants issued - 149,215 shares
|
354
|
|
|
93
|
|
|
(447
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock grants forfeited - 1,314 shares
|
(4
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Class B converted into Common Stock - 12,144 shares
|
36
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,324
|
|
|
—
|
|
|
—
|
|
|
1,324
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,278
|
)
|
|
—
|
|
|
(5,278
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
613
|
|
|
613
|
|
||||||
Balance at December 31, 2016
|
$
|
45,745
|
|
|
$
|
2,612
|
|
|
$
|
156,381
|
|
|
$
|
(115,656
|
)
|
|
$
|
(1,960
|
)
|
|
$
|
87,122
|
|
|
2016
|
|
2015
|
||||
Customers, trade
|
$
|
39,749
|
|
|
$
|
46,110
|
|
Other receivables
|
3,963
|
|
|
5,166
|
|
||
Gross receivables
|
43,712
|
|
|
51,276
|
|
||
Less: allowance for doubtful accounts
|
(107
|
)
|
|
(470
|
)
|
||
Receivables, net
|
$
|
43,605
|
|
|
$
|
50,806
|
|
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
34,261
|
|
|
$
|
46,164
|
|
Work-in-process
|
16,739
|
|
|
21,306
|
|
||
Finished goods
|
57,053
|
|
|
58,037
|
|
||
Supplies and other
|
120
|
|
|
192
|
|
||
LIFO reserve
|
(10,936
|
)
|
|
(10,553
|
)
|
||
Inventories, net
|
$
|
97,237
|
|
|
$
|
115,146
|
|
|
2016
|
|
2015
|
||||
Land and improvements
|
$
|
7,781
|
|
|
$
|
7,610
|
|
Buildings and improvements
|
62,055
|
|
|
61,396
|
|
||
Machinery and equipment
|
177,745
|
|
|
174,636
|
|
||
Assets under construction
|
2,386
|
|
|
2,819
|
|
||
|
249,967
|
|
|
246,461
|
|
||
Accumulated depreciation
|
(157,160
|
)
|
|
(145,315
|
)
|
||
Property, plant and equipment, net
|
$
|
92,807
|
|
|
$
|
101,146
|
|
Cash
|
$
|
2,466
|
|
Receivables
|
4,998
|
|
|
Inventories
|
10,981
|
|
|
Other current assets
|
797
|
|
|
Assets held for sale
|
5,152
|
|
|
Property, plant and equipment
|
6,716
|
|
|
Finite intangible asset
|
3,300
|
|
|
Other assets
|
859
|
|
|
Accounts payable
|
(2,286
|
)
|
|
Accrued expenses
|
(2,883
|
)
|
|
Capital lease obligation
|
(404
|
)
|
|
Fair value of net assets acquired
|
$
|
29,696
|
|
Total consideration
|
18,759
|
|
|
Gain on purchase of business
|
$
|
(10,937
|
)
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Customer relationships
|
$
|
208
|
|
|
$
|
(64
|
)
|
|
$
|
144
|
|
|
$
|
208
|
|
|
$
|
(48
|
)
|
|
$
|
160
|
|
Rug design coding
|
144
|
|
|
(57
|
)
|
|
87
|
|
|
144
|
|
|
(43
|
)
|
|
101
|
|
||||||
Trade names
|
3,300
|
|
|
(764
|
)
|
|
2,536
|
|
|
3,300
|
|
|
(489
|
)
|
|
2,811
|
|
||||||
Total
|
$
|
3,652
|
|
|
$
|
(885
|
)
|
|
$
|
2,767
|
|
|
$
|
3,652
|
|
|
$
|
(580
|
)
|
|
$
|
3,072
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Customer relationships
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
59
|
|
Rug design coding
|
14
|
|
|
14
|
|
|
15
|
|
|||
Trade names
|
275
|
|
|
275
|
|
|
277
|
|
|||
Amortization expense
|
$
|
305
|
|
|
$
|
305
|
|
|
$
|
351
|
|
Year
|
|
Amount
|
||
2017
|
|
$
|
305
|
|
2018
|
|
305
|
|
|
2019
|
|
305
|
|
|
2020
|
|
305
|
|
|
2021
|
|
305
|
|
|
2016
|
|
2015
|
||||
Compensation and benefits (1)
|
$
|
7,492
|
|
|
$
|
9,173
|
|
Provision for customer rebates, claims and allowances
|
8,882
|
|
|
8,995
|
|
||
Advanced customer deposits
|
8,212
|
|
|
6,674
|
|
||
Outstanding checks in excess of cash
|
2,074
|
|
|
3,006
|
|
||
Other
|
6,166
|
|
|
6,490
|
|
||
Accrued expenses
|
$
|
32,826
|
|
|
$
|
34,338
|
|
(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
$1,873
.
|
|
2016
|
|
2015
|
||||
Product warranty reserve at beginning of period
|
$
|
2,159
|
|
|
$
|
2,214
|
|
Warranty liabilities accrued
|
6,406
|
|
|
6,201
|
|
||
Warranty liabilities settled
|
(6,687
|
)
|
|
(8,695
|
)
|
||
Changes for pre-existing warranty liabilities
|
429
|
|
|
2,439
|
|
||
Product warranty reserve at end of period
|
$
|
2,307
|
|
|
$
|
2,159
|
|
|
2016
|
|
2015
|
||||
Revolving credit facility
|
$
|
70,583
|
|
|
$
|
80,569
|
|
Notes payable - buildings
|
13,150
|
|
|
13,881
|
|
||
Acquisition note payable - Development Authority of Gordon County
|
1,147
|
|
|
2,314
|
|
||
Acquisition note payable - Robertex
|
1,564
|
|
|
2,321
|
|
||
Notes payable - equipment and other
|
11,633
|
|
|
15,008
|
|
||
Capital lease obligations
|
11,145
|
|
|
12,751
|
|
||
Deferred financing costs, net
|
(844
|
)
|
|
(795
|
)
|
||
Total long-term debt
|
108,378
|
|
|
126,049
|
|
||
Less: current portion of long-term debt
|
10,122
|
|
|
10,142
|
|
||
Long-term debt
|
$
|
98,256
|
|
|
$
|
115,907
|
|
|
Long-Term
Debt
|
|
Capital Leases
|
|
Total
|
||||||
(See Note 18)
|
|
||||||||||
2017
|
$
|
6,782
|
|
|
$
|
3,340
|
|
|
$
|
10,122
|
|
2018
|
4,584
|
|
|
3,115
|
|
|
7,699
|
|
|||
2019
|
2,761
|
|
|
1,949
|
|
|
4,710
|
|
|||
2020
|
1,866
|
|
|
1,677
|
|
|
3,543
|
|
|||
2021
|
72,320
|
|
|
1,050
|
|
|
73,370
|
|
|||
Thereafter
|
9,764
|
|
|
14
|
|
|
9,778
|
|
|||
Total maturities of long-term debt
|
$
|
98,077
|
|
|
$
|
11,145
|
|
|
$
|
109,222
|
|
Deferred financing costs, net
|
(844
|
)
|
|
—
|
|
|
(844
|
)
|
|||
Total long-term debt
|
$
|
97,233
|
|
|
$
|
11,145
|
|
|
$
|
108,378
|
|
|
2016
|
|
2015
|
|
Fair Value Hierarchy Level
|
||||
Liabilities:
|
|
|
|
|
|
||||
Interest rate swaps (1)
|
$
|
3,695
|
|
|
$
|
4,689
|
|
|
Level 2
|
Contingent consideration (2)
|
200
|
|
|
584
|
|
|
Level 3
|
(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.
|
(2)
|
As a result of the Robertex acquisition in 2013, the Company recorded a contingent consideration liability at fair value. This fair value measurement was based on calculations that utilize significant inputs not observable in the market including forecasted revenues, gross margins and discount rates and thus represent Level 3 measurements. This fair value measurement is directly impacted by the Company's estimates. Accordingly, if the estimates within the fair value measurement are higher or lower, the Company would record additional charges or benefits, respectively, as appropriate.
|
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
584
|
|
|
$
|
1,855
|
|
Fair value adjustments
|
(230
|
)
|
|
(657
|
)
|
||
Settlements
|
(154
|
)
|
|
(614
|
)
|
||
Ending balance
|
$
|
200
|
|
|
$
|
584
|
|
|
2016
|
|
2015
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
281
|
|
|
$
|
281
|
|
Notes receivable, including current portion
|
282
|
|
|
282
|
|
|
282
|
|
|
282
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Long-term debt and capital leases, including current portion
|
108,378
|
|
|
105,270
|
|
|
126,049
|
|
|
123,318
|
|
||||
Interest rate swaps
|
3,695
|
|
|
3,695
|
|
|
4,689
|
|
|
4,689
|
|
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
|
$
|
7,462
|
|
(1)
|
November 7, 2014 through November 7, 2024
|
4.500%
|
1 Month LIBOR
|
Interest rate swap
|
$
|
5,661
|
|
(2)
|
January 7, 2017 through January 7, 2025
|
4.300%
|
1 Month LIBOR
|
|
Location on Consolidated Balance Sheets
|
Fair Value
|
||||||
|
2016
|
|
2015
|
|||||
Liability Derivatives:
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||
Interest rate swaps, current portion
|
Accrued Expenses
|
$
|
1,342
|
|
|
$
|
1,159
|
|
Interest rate swaps, long-term portion
|
Other Long-Term Liabilities
|
2,353
|
|
|
3,530
|
|
||
Total Liability Derivatives
|
|
$
|
3,695
|
|
|
$
|
4,689
|
|
|
Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges - interest rate swaps
|
$
|
(263
|
)
|
|
$
|
(2,410
|
)
|
|
$
|
(3,110
|
)
|
|
|
|
|
|
|
||||||
|
Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash flow hedges - interest rate swaps
|
$
|
(1,291
|
)
|
|
$
|
(777
|
)
|
|
$
|
(372
|
)
|
(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 2016 is
$1,342
.
|
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
|
|||||||||
2016
|
2015
|
2016
|
|
2015
|
|
2014
|
|
||||||||
The Pension Plan of the National Retirement Fund
|
13-6130178 - 001
|
Red
|
Red
|
Implemented
|
$
|
274
|
|
$
|
268
|
|
$
|
279
|
|
Yes
|
6/3/2017
|
|
2016
|
|
2015
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
290
|
|
|
$
|
315
|
|
Service cost
|
7
|
|
|
7
|
|
||
Interest cost
|
15
|
|
|
18
|
|
||
Participant contributions
|
—
|
|
|
2
|
|
||
Actuarial (gain) loss
|
3
|
|
|
(48
|
)
|
||
Benefits paid
|
(1
|
)
|
|
(5
|
)
|
||
Medicare Part D subsidy
|
—
|
|
|
1
|
|
||
Benefit obligation at end of year
|
314
|
|
|
290
|
|
||
|
|
|
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contributions
|
1
|
|
|
2
|
|
||
Participant contributions
|
—
|
|
|
2
|
|
||
Benefits paid
|
(1
|
)
|
|
(5
|
)
|
||
Medicare Part D subsidy
|
—
|
|
|
1
|
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Unfunded amount
|
$
|
(314
|
)
|
|
$
|
(290
|
)
|
|
2016
|
|
2015
|
||||
Accrued expenses
|
$
|
13
|
|
|
$
|
12
|
|
Other long-term liabilities
|
301
|
|
|
278
|
|
||
Total liability
|
$
|
314
|
|
|
$
|
290
|
|
|
2016
|
|
2015
|
||
Weighted-average assumptions as of year-end:
|
|
|
|
||
Discount rate (benefit obligations)
|
4.00
|
%
|
|
4.25
|
%
|
|
2016
|
|
2015
|
||
Health care cost trend assumed for next year
|
—
|
%
|
|
8.00
|
%
|
Rate to which the cost trend is assumed to decline
|
—
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
|
|
2017
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
15
|
|
|
18
|
|
|
22
|
|
|||
Amortization of prior service credits
|
(4
|
)
|
|
(86
|
)
|
|
(88
|
)
|
|||
Recognized net actuarial gains
|
(33
|
)
|
|
(40
|
)
|
|
(31
|
)
|
|||
Settlement gain
|
—
|
|
|
—
|
|
|
(251
|
)
|
|||
Net periodic benefit cost (credit)
|
$
|
(15
|
)
|
|
$
|
(101
|
)
|
|
$
|
(341
|
)
|
|
Postretirement Benefit Plans
|
||||||
|
Balance at 2016
|
|
2017 Expected Amortization
|
||||
Prior service credits
|
$
|
(12
|
)
|
|
$
|
(4
|
)
|
Unrecognized actuarial gains
|
(400
|
)
|
|
(33
|
)
|
||
Totals
|
$
|
(412
|
)
|
|
$
|
(37
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(396
|
)
|
|
$
|
277
|
|
|
$
|
1,081
|
|
State
|
34
|
|
|
(261
|
)
|
|
(292
|
)
|
|||
Total current
|
(362
|
)
|
|
16
|
|
|
789
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(3,003
|
)
|
|
(641
|
)
|
|
232
|
|
|||
State
|
(257
|
)
|
|
(89
|
)
|
|
32
|
|
|||
Total deferred
|
(3,260
|
)
|
|
(730
|
)
|
|
264
|
|
|||
Income tax provision (benefit)
|
$
|
(3,622
|
)
|
|
$
|
(714
|
)
|
|
$
|
1,053
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Statutory rate applied to income (loss) from continuing operations before taxes
|
$
|
(3,090
|
)
|
|
$
|
(1,047
|
)
|
|
$
|
604
|
|
Plus state income taxes, net of federal tax effect
|
(145
|
)
|
|
(227
|
)
|
|
(169
|
)
|
|||
Total statutory provision (benefit)
|
(3,235
|
)
|
|
(1,274
|
)
|
|
435
|
|
|||
Effect of differences:
|
|
|
|
|
|
||||||
Nondeductible meals and entertainment
|
148
|
|
|
147
|
|
|
143
|
|
|||
Domestic production activities deduction
|
—
|
|
|
—
|
|
|
112
|
|
|||
Federal tax credits
|
(395
|
)
|
|
(441
|
)
|
|
(483
|
)
|
|||
Reserve for uncertain tax positions
|
31
|
|
|
35
|
|
|
109
|
|
|||
Goodwill
|
(13
|
)
|
|
(124
|
)
|
|
(124
|
)
|
|||
Change in valuation allowance
|
106
|
|
|
977
|
|
|
569
|
|
|||
Stock-based compensation
|
—
|
|
|
—
|
|
|
117
|
|
|||
Other items
|
(264
|
)
|
|
(34
|
)
|
|
175
|
|
|||
Income tax provision (benefit)
|
$
|
(3,622
|
)
|
|
$
|
(714
|
)
|
|
$
|
1,053
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventories
|
$
|
4,057
|
|
|
$
|
3,927
|
|
Retirement benefits
|
3,387
|
|
|
3,337
|
|
||
State net operating losses
|
3,672
|
|
|
3,563
|
|
||
Federal net operating losses
|
5,930
|
|
|
4,345
|
|
||
State tax credit carryforwards
|
1,728
|
|
|
1,731
|
|
||
Federal tax credit carryforwards
|
3,361
|
|
|
2,943
|
|
||
Allowances for bad debts, claims and discounts
|
3,442
|
|
|
3,688
|
|
||
Other
|
5,001
|
|
|
4,856
|
|
||
Total deferred tax assets
|
30,578
|
|
|
28,390
|
|
||
Valuation allowance
|
(5,400
|
)
|
|
(5,294
|
)
|
||
Net deferred tax assets
|
25,178
|
|
|
23,096
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
17,568
|
|
|
18,370
|
|
||
Total deferred tax liabilities
|
17,568
|
|
|
18,370
|
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
7,610
|
|
|
$
|
4,726
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
375
|
|
|
$
|
400
|
|
|
$
|
291
|
|
Additions based on tax positions taken during a current period
|
31
|
|
|
35
|
|
|
109
|
|
|||
Reductions related to settlement of tax matters
|
—
|
|
|
(60
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
406
|
|
|
$
|
375
|
|
|
$
|
400
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(5,207
|
)
|
|
$
|
(2,278
|
)
|
|
$
|
673
|
|
Less: Allocation of earnings to participating securities
|
—
|
|
|
—
|
|
|
(197
|
)
|
|||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
(5,207
|
)
|
|
$
|
(2,278
|
)
|
|
$
|
476
|
|
Basic weighted-average shares outstanding (1)
|
15,638
|
|
|
15,536
|
|
|
14,382
|
|
|||
Basic earnings (loss) per share - continuing operations
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
(5,207
|
)
|
|
$
|
(2,278
|
)
|
|
$
|
476
|
|
Add: Undistributed earnings reallocated to unvested shareholders
|
—
|
|
|
—
|
|
|
3
|
|
|||
Income (loss) from continuing operations available to common shareholders - basic
|
$
|
(5,207
|
)
|
|
$
|
(2,278
|
)
|
|
$
|
479
|
|
Basic weighted-average shares outstanding (1)
|
15,638
|
|
|
15,536
|
|
|
14,382
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options (2)
|
—
|
|
|
—
|
|
|
97
|
|
|||
Directors' stock performance units (2)
|
—
|
|
|
—
|
|
|
65
|
|
|||
Diluted weighted-average shares outstanding (1)(2)
|
15,638
|
|
|
15,536
|
|
|
14,544
|
|
|||
Diluted earnings (loss) per share - continuing operations
|
$
|
(0.33
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.03
|
|
(1)
|
Includes Common and Class B Common shares, in thousands.
|
(2)
|
Because their effects are anti-dilutive, 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. Aggregate shares excluded were
220
in
2016
,
333
in
2015
and
434
in
2014
.
|
|
Number of Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
Outstanding at December 28, 2013
|
525,799
|
|
|
$
|
6.64
|
|
Granted
|
101,315
|
|
|
15.68
|
|
|
Vested
|
(144,875
|
)
|
|
4.50
|
|
|
Forfeited
|
(125,000
|
)
|
|
12.78
|
|
|
Outstanding at December 27, 2014
|
357,239
|
|
|
7.92
|
|
|
Granted
|
224,625
|
|
|
9.36
|
|
|
Vested
|
(155,991
|
)
|
|
7.18
|
|
|
Forfeited
|
(9,078
|
)
|
|
10.97
|
|
|
Outstanding at December 26, 2015
|
416,795
|
|
|
8.90
|
|
|
Granted
|
149,215
|
|
|
4.36
|
|
|
Vested
|
(107,318
|
)
|
|
8.88
|
|
|
Forfeited
|
(1,314
|
)
|
|
15.68
|
|
|
Outstanding at December 31, 2016
|
457,378
|
|
|
$
|
7.41
|
|
|
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 28, 2013
|
660,355
|
|
|
$
|
11.33
|
|
|
|
|
$
|
—
|
|
Exercised
|
(53,950
|
)
|
|
10.22
|
|
|
|
|
—
|
|
||
Forfeited
|
(167,170
|
)
|
|
14.36
|
|
|
|
|
—
|
|
||
Outstanding at December 27, 2014
|
439,235
|
|
|
10.31
|
|
|
|
|
—
|
|
||
Exercised
|
(89,435
|
)
|
|
6.78
|
|
|
|
|
—
|
|
||
Forfeited
|
(246,300
|
)
|
|
13.82
|
|
|
|
|
—
|
|
||
Outstanding at December 26, 2015
|
103,500
|
|
|
5.00
|
|
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||
Outstanding at December 31, 2016
|
103,500
|
|
|
$
|
5.00
|
|
|
2.8
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at:
|
|
|
|
|
|
|
|
|||||
December 27, 2014
|
439,235
|
|
|
$
|
10.31
|
|
|
|
|
—
|
|
|
December 26, 2015
|
103,500
|
|
|
5.00
|
|
|
|
|
—
|
|
||
December 31, 2016
|
103,500
|
|
|
5.00
|
|
|
2.8
|
|
—
|
|
|
Interest Rate Swaps
|
|
Post-Retirement Liabilities
|
|
Total
|
||||||
Balance at December 28, 2013
|
(144
|
)
|
|
360
|
|
|
216
|
|
|||
Unrealized loss on interest rate swaps, net of tax of $1,182
|
(1,928
|
)
|
|
—
|
|
|
(1,928
|
)
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $141
|
231
|
|
|
—
|
|
|
231
|
|
|||
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $26
|
—
|
|
|
41
|
|
|
41
|
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $12
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $34
|
—
|
|
|
(54
|
)
|
|
(54
|
)
|
|||
Balance at December 27, 2014
|
(1,841
|
)
|
|
328
|
|
|
(1,513
|
)
|
|||
Unrealized loss on interest rate swaps, net of tax of $916
|
(1,494
|
)
|
|
—
|
|
|
(1,494
|
)
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $295
|
482
|
|
|
—
|
|
|
482
|
|
|||
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $18
|
—
|
|
|
30
|
|
|
30
|
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $15
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $33
|
—
|
|
|
(53
|
)
|
|
(53
|
)
|
|||
Balance at December 26, 2015
|
(2,853
|
)
|
|
280
|
|
|
(2,573
|
)
|
|||
Unrealized loss on interest rate swaps, net of tax of $100
|
(163
|
)
|
|
—
|
|
|
(163
|
)
|
|||
Reclassification of loss into earnings from interest rate swaps, net of tax of $491
|
800
|
|
|
—
|
|
|
800
|
|
|||
Unrecognized net actuarial loss on postretirement benefit plans, net of tax of $1
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $13
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $2
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Balance at December 31, 2016
|
$
|
(2,216
|
)
|
|
$
|
256
|
|
|
$
|
(1,960
|
)
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
$
|
3,836
|
|
|
$
|
3,114
|
|
2018
|
3,439
|
|
|
2,779
|
|
||
2019
|
2,141
|
|
|
1,895
|
|
||
2020
|
1,776
|
|
|
1,436
|
|
||
2021
|
1,074
|
|
|
1,042
|
|
||
Thereafter
|
14
|
|
|
4,267
|
|
||
Total commitments
|
12,280
|
|
|
14,533
|
|
||
Less amounts representing interest
|
(1,135
|
)
|
|
—
|
|
||
Total
|
$
|
11,145
|
|
|
$
|
14,533
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Other operating expense, net:
|
|
|
|
|
|
||||||
(Gain) loss on property, plant and equipment disposals
|
$
|
725
|
|
|
$
|
(114
|
)
|
|
$
|
(30
|
)
|
Loss on currency exchanges
|
167
|
|
|
602
|
|
|
587
|
|
|||
Amortization of intangibles
|
305
|
|
|
305
|
|
|
351
|
|
|||
Retirement expenses
|
154
|
|
|
212
|
|
|
135
|
|
|||
BP settlement gain (1)
|
(841
|
)
|
|
—
|
|
|
—
|
|
|||
Miscellaneous (income) expense
|
(109
|
)
|
|
(133
|
)
|
|
(139
|
)
|
|||
Other operating expense, net
|
$
|
401
|
|
|
$
|
872
|
|
|
$
|
904
|
|
(1)
|
On November 21, 2016, the Company entered into a full and final release agreement with BP Exploration and Production, Inc. and various related entities pursuant to which the Company released any and all claims related to the Deepwater Horizon oil spill which occurred on April 20, 2010. In exchange for this release, the Company will receive a net amount of
$841
from the settlement. Payment of the settlement amount is scheduled to be paid by April 15, 2017. As of December 31, 2016, this amount is included in receivables and other operating income (expense), net on the Company’s Consolidated Financial Statements.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Other (income) expense, net:
|
|
|
|
|
|
||||||
Earnings from equity investments
|
—
|
|
|
14
|
|
|
(209
|
)
|
|||
Loss on sale of non-operating assets
|
—
|
|
|
—
|
|
|
41
|
|
|||
Miscellaneous (income) expense
|
22
|
|
|
33
|
|
|
14
|
|
|||
Other (income) expense, net
|
$
|
22
|
|
|
$
|
47
|
|
|
$
|
(154
|
)
|
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
Accrued Balance at December 26, 2015
|
|
2016 Expenses (1)
|
|
2016 Cash Payments
|
|
Accrued Balance at December 31, 2016
|
|
Total Costs Incurred to Date
|
|
Total Expected Costs
|
||||||||||||
Warehousing, Distribution and Manufacturing Consolidation Plan
|
$
|
—
|
|
|
$
|
1,381
|
|
|
$
|
1,115
|
|
|
$
|
266
|
|
|
$
|
7,444
|
|
|
$
|
7,444
|
|
Atlas Integration Plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,669
|
|
|
1,669
|
|
||||||
Corporate Office Consolidation Plan
|
341
|
|
|
75
|
|
|
168
|
|
|
248
|
|
|
803
|
|
|
803
|
|
||||||
Total All Plans
|
$
|
341
|
|
|
$
|
1,456
|
|
|
$
|
1,283
|
|
|
$
|
514
|
|
|
$
|
9,916
|
|
|
$
|
9,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset impairments (2)
|
|
|
|
|
|
|
|
|
$
|
1,133
|
|
|
$
|
1,133
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Accrued Balance at December 27, 2014
|
|
2015 Expenses (1)
|
|
2015 Cash Payments
|
|
Accrued Balance at December 26, 2015
|
|
|
|
|
||||||||||||
Warehousing, Distribution and Manufacturing Consolidation Plan
|
$
|
—
|
|
|
$
|
2,016
|
|
|
$
|
2,016
|
|
|
$
|
—
|
|
|
|
|
|
||||
Atlas Integration Plan
|
—
|
|
|
202
|
|
|
202
|
|
|
—
|
|
|
|
|
|
||||||||
Corporate Office Consolidation Plan
|
—
|
|
|
728
|
|
|
387
|
|
|
341
|
|
|
|
|
|
||||||||
Total All Plans
|
$
|
—
|
|
|
$
|
2,946
|
|
|
$
|
2,605
|
|
|
$
|
341
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net sales - Carousel operations
|
$
|
—
|
|
|
$
|
417
|
|
|
$
|
1,168
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations:
|
|
|
|
|
|
||||||
Loss from Carousel operations
|
$
|
—
|
|
|
$
|
(116
|
)
|
|
$
|
(863
|
)
|
Workers' compensation costs from former textile operations
|
(2
|
)
|
|
(53
|
)
|
|
(55
|
)
|
|||
Environmental remediation costs from former textile operations
|
(216
|
)
|
|
(68
|
)
|
|
(62
|
)
|
|||
Loss from discontinued operations, before taxes
|
$
|
(218
|
)
|
|
$
|
(237
|
)
|
|
$
|
(980
|
)
|
Income tax benefit
|
(87
|
)
|
|
(89
|
)
|
|
(372
|
)
|
|||
Loss from discontinued operations, net of tax
|
$
|
(131
|
)
|
|
$
|
(148
|
)
|
|
$
|
(608
|
)
|
|
|
|
|
|
|
||||||
Income (loss) on disposal of Carousel discontinued operations before income taxes
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
(2,363
|
)
|
Income tax provision (benefit)
|
40
|
|
|
—
|
|
|
(896
|
)
|
|||
Income (loss) on disposal of discontinued operations, net of tax
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
(1,467
|
)
|
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 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
470
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
401
|
|
(1)
|
$
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties
|
|
5,684
|
|
|
10,362
|
|
|
—
|
|
|
10,026
|
|
(3)
|
6,020
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 26, 2015:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
450
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
126
|
|
(1)
|
$
|
470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties
|
|
4,647
|
|
|
14,254
|
|
|
—
|
|
|
13,217
|
|
(3)
|
5,684
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 27, 2014:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Allowance for doubtful accounts
|
|
$
|
141
|
|
|
$
|
399
|
|
|
$
|
—
|
|
|
$
|
90
|
|
(1)
|
$
|
450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserves classified as liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Provision for claims, allowances and warranties
|
|
3,377
|
|
|
9,249
|
|
|
606
|
|
(2
|
)
|
8,585
|
|
(3)
|
4,647
|
|
EXHIBIT NO.
|
EXHIBIT DESCRIPTION
|
|
INCORPORATION BY REFERENCE
|
(1.1)
|
Underwriting Agreement for 2,500,000 Shares of The Dixie Group, Inc.
|
|
Incorporated by reference to Exhibit (1.1) to Dixie's Current Report on Form 8-K dated May 20, 2014.*
|
(2.1)
|
Securities Purchase Agreement between Masland Carpets, LLC and Robert P. Rothman dated as of June 30, 2013.
|
|
Incorporated by reference to Exhibit (2.1) to Dixie's Current Report on Form 8-K dated June 30, 2013. *
|
(3.1)
|
Text of Restated Charter of The Dixie Group, Inc. as Amended - Blackline Version.
|
|
Incorporated by reference to Exhibit (3.4) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2003. *
|
(3.2)
|
Amended By-Laws of The Dixie Group, Inc. as of February 22, 2007.
|
|
Incorporated by reference to Exhibit 3.1 to Dixie's Current Report on Form 8-K dated February 26 2007.*
|
(5.1)
|
Shelf Registration Statement on Form S-3.
|
|
Incorporated by reference to Exhibit (5.1) to Dixie's Current Report on Form 8-K dated May 20, 2014.*
|
(10.1)
|
The Dixie Group, Inc. Director's Stock Plan. **
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Annual Report on Form 10-K for the year ended December 27, 1997. *
|
(10.2)
|
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. *
|
(10.3)
|
The Dixie Group, Inc. Deferred Compensation Plan Amended and Restated Master Trust Agreement effective as of August 1, 1999. **
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Quarterly Report on Form 10-Q for the quarter ended June 26, 1999. *
|
(10.4)
|
The Dixie Group, Inc. Stock Incentive Plan, as amended. **
|
|
Incorporated by reference to Annex A to Dixie's Proxy Statement dated April 5, 2002 for its 2002 Annual Meeting of Shareholders. *
|
(10.5)
|
Form of Stock Option Agreement under The Dixie Group, Inc. Stock Incentive Plan. **
|
|
Incorporated by reference to Exhibit (10.23) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2001. *
|
(10.6)
|
Form of Stock Rights and Restrictions Agreement for Restricted Stock Award under The Dixie Group, Inc. Stock Incentive Plan, as amended.**
|
|
Incorporated by reference to Exhibit (10.35) to Dixie's Annual Report on Form 10-K for the year ended December 25, 2004. *
|
(10.7)
|
Form of Stock Option Agreement under The Dixie Group, Inc. Stock Incentive Plan for Non-Qualified Options Granted December 20, 2005.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated December 20, 2005. *
|
(10.8)
|
Summary Description of the Director Compensation Arrangements for The Dixie Group, Inc.**
|
|
Incorporated by reference to Exhibit (10.34) to Dixie's Annual Report on Form 10-K for the year ended December 25, 2004. *
|
(10.9)
|
The Dixie Group, Inc. 2006 Stock Awards Plan. **
|
|
Incorporated by reference to Annex A to the Company's Proxy Statement for its 2006 Annual Meeting of Shareholders, filed March 20, 2006. *
|
(10.10)
|
Summary Description of the 2006 Incentive Compensation Plan, approved February 23, 2006.**
|
|
Incorporated by reference to Current Report on Form 8-K dated March 1, 2006. *
|
(10.11)
|
Summary Description of The Dixie Group, Inc., 2006 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.62) to Dixie's Annual Report on Form 10-K for the year ended December 28, 2013 .*
|
(10.12)
|
Material terms of the performance goals for the period 2007-2011, pursuant to which incentive compensation awards may be made to certain key executives of the Company based on the results achieved by the Company during such years, approved March 14, 2006.**
|
|
Incorporated by reference to Current Report on Form 8-K dated March 20, 2006. *
|
(10.13)
|
Form of Award of Career Shares under the 2006 Incentive Compensation Plan for Participants holding only shares of the Company's Common Stock.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated June 6, 2006. *
|
(10.14)
|
Form of Award of Career Shares under the 2006 Incentive Compensation Plan for Participants holding shares of the Company's Class B Common Stock.**
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated June 6, 2006. *
|
(10.15)
|
Form of Award of Long Term Incentive Plan Shares under the 2006 Incentive Compensation Plan for Participants holding only shares of the Company's Common Stock.**
|
|
Incorporated by reference to Exhibit (10.3) to Dixie's Current Report on Form 8-K dated June 6, 2006. *
|
(10.16)
|
Form of Award of Long Term Incentive Plan Shares under the 2006 Incentive Compensation Plan for Participants holding shares of the Company's Class B Common Stock.**
|
|
Incorporated by reference to Exhibit (10.4) to Dixie's Current Report on Form 8-K dated June 6, 2006. *
|
(10.17)
|
Award of 125,000 shares of Restricted Stock under the 2006 Stock Awards Plan to Daniel K. Frierson.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated June 7, 2006. *
|
(10.18)
|
Summary description of The Dixie Group, Inc. 2007 Annual Compensation Plan.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated February 26, 2007.*
|
(10.19)
|
Merger agreement between The Dixie Group, Inc. and Unite Here National Retirement Fund regarding the Company's Masland Bargaining Unit Defined Benefit Pension Plan.**
|
|
Incorporated by reference to Exhibit (99.1) to Dixie's Current Report on Form 8-K dated December 28, 2007*
|
(10.20)
|
Summary description of The Dixie Group, Inc. 2008 Annual Incentive Plan.**
|
|
Incorporated by reference to Exhibit 10.1 to Dixie's Current Report on Form 8-K dated February 15, 2008*
|
(10.21)
|
Summary description of The Dixie Group, Inc. 2009 Annual Incentive Plan.**
|
|
Incorporated by reference to Exhibit 10.1 to Dixie's Current Report on Form 8-K dated March 26, 2009*
|
(10.22)
|
Amended and restated award of 125,000 shares of Restricted Stock under the 2006 Stock Awards Plan to Daniel K. Frierson.**
|
|
Incorporated by reference to Exhibit 10.1 to Dixie's Current Report on Form 8-K dated May 21, 2009.*
|
(10.23)
|
Summary description of The Dixie Group, Inc. 2010 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated March 3, 2010.*
|
(10.24)
|
Summary Description of The Dixie Group, Inc. 2011 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated February 1, 2011.*
|
(10.25)
|
Summary Description of The Dixie Group, Inc. 2012 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated March 12, 2012.*
|
(10.26)
|
Summary Description of The Dixie Group, Inc. 2012 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated August 22, 2012.*
|
(10.27)
|
Summary Description of The Dixie Group, Inc. 2013 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated February 15, 2013.*
|
(10.28)
|
Summary Description of The Dixie Group, Inc. 2014 Incentive Compensation Plan/Range of Incentives.**
|
|
Incorporated by reference to Exhibit (10.62) to Dixie's Annual Report on Form 10-K for the year ended December 28, 2013 .*
|
(10.29)
|
Rule 10b5-1 and 10b-18 Repurchase Agreement by and between The Dixie Group, Inc. and Raymond James & Associates, Inc. dated December 11, 2007*
|
|
Incorporated by reference to Exhibit (99.1) to Dixie's Current Report on Form 8-K dated December 11, 2007*
|
(10.30)
|
Agreement by and between Raymond James & Associates, Inc. dated November 6, 2008, to repurchase shares of The Dixie Group, Inc.'s Common Stock.
|
|
Incorporated by reference to Exhibit (99.1) to Dixie's Current Report on Form 8-K dated November 6, 2008.*
|
(10.31)
|
Fixed Rate Swap Agreement between Bank of America, N.A. and The Dixie Group, Inc.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated April 19, 2010.*
|
(10.32)
|
Fixed Rate Swap Agreement between Bank of America, N.A. and The Dixie Group, Inc.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated July 8, 2010.*
|
(10.33)
|
Termination of interest rate swap between Bank of America, N.A. and The Dixie Group, Inc. dated April 19, 2010.
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated July 8, 2010.*
|
(10.34)
|
Master Lease Agreement, Corporate Guaranty and Schedule to the Master Lease Agreement by and between General Electric Capital Corporation and Masland Carpets, LLC dated August 21, 2009.
|
|
Incorporated by reference to Exhibit (10.1, 10.2, 10.3) to Dixie's Current Report on Form 8-K dated August 25, 2009.*
|
(10.35)
|
Amended and Modified Financing Agreement, by and between The Dixie Group, Inc. and certain of its subsidiaries named therein, and General Electric Credit Corporation, as lender, dated June 26, 2012.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated June 26, 2012.*
|
(10.36)
|
Agreement to Reduce Security Deposit Amount and Amendment to Security Deposit Pledge Agreement, by and between The Dixie Group, Inc. and certain of its subsidiaries named therein, and General Electric Credit Corporation, as lender, dated June 26, 2012.
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated June 26, 2012.*
|
(10.37)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Purchase and Sale Agreement dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.38)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Bill of Sale, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012. *
|
(10.39)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Lease Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.40)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Short Form Lease Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.41)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Option Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.42)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Pilot Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.43)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Loan Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.44)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Loan and Security Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.45)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Deed to Secure Debt and Security Agreement, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.46)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Notice and Consent to Assignment, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.47)
|
Obligation to the Development Authority of Gordon County; by and among Masland Carpets, LLC, Absolute Assignment of Deed to Secure Debt and Security Agreement and Other Loan Documents, dated December 28, 2012.
|
|
Incorporated by reference to Exhibit (4.12) to Dixie's Annual Report on Form 10-K for the year ended December 29, 2012 .*
|
(10.48)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, Series 2014 Bond, dated October 17, 2014.
|
|
Incorporated by reference to Exhibit (10.48) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.49)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, PILOT Agreement, dated October 1, 2014
|
|
Incorporated by reference to Exhibit (10.49) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.50)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, Bond Purchase Loan Agreement, dated October 1, 2014
|
|
Incorporated by reference to Exhibit (10.50) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.51)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, Option Agreement, dated October 1, 2014
|
|
Incorporated by reference to Exhibit (10.51) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.52)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, Bill of Sale, dated October 1, 2014
|
|
Incorporated by reference to Exhibit (10.52) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.53)
|
Obligation to the Development Authority of Murray County; by and among TDG Operations, LLC, Assignment of Rents and Leases and Security Agreement dated October 1, 2014
|
|
Incorporated by reference to Exhibit (10.53) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.54)
|
Project Development Agreement, by and between TDG Operations, LLC, a Georgia Limited Liability Company doing business as Masland Carpets and the City of Atmore, Alabama, dated December 11, 2014.
|
|
Incorporated by reference to Exhibit (10.54) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.55)
|
Credit Agreement, by and among The Dixie Group, Inc. and certain of its subsidiaries, as Borrowers, cert of its subsidiaries, as Guarantor, the Lendors from time to time party thereto, Wells Fargo Bank Capital Finance LLC, as Administrative Agent, and co-lender and Bank of America and the Other parties thereto, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.10) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.56)
|
Security Agreement, by and among The Dixie Group, Inc. and certain of its subsidiaries, as Borrowers, certain of its subsidiaries, as Guarantor, the Lenders from time to time party thereto, Wells Fargo Bank Capital Finance LLC, as Administrative Agent, and co-lender and Bank of America and the Other parties thereto, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.11) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.57)
|
Form of Mortgages, by and among The Dixie Group, Inc. and certain of its subsidiaries, as Borrowers, certain of its subsidiaries, as Guarantor, the Lenders from time to time party thereto, Wells Fargo Bank Capital Finance LLC, as Administrative Agent, and co-lender and Bank of America and the Other parties thereto, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.12) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.58)
|
Credit Agreement, by and between The Dixie Group, Inc. and certain of its subsidiaries named therein, and Wells Fargo Bank, N.A. as lender, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.20) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.59)
|
Security Agreement, by and between The Dixie Group, Inc. and certain of its subsidiaries named therein, and Wells Fargo Bank, N.A. as lender, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.21) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.60)
|
First Mortgage, by and between The Dixie Group, Inc. and certain of its subsidiaries named therein, and Wells Fargo Bank, N.A. as lender, dated September 13, 2011.
|
|
Incorporated by reference to Exhibit (10.22) to Dixie's Current Report on Form 8-K dated September 14, 2011.*
|
(10.61)
|
First Amendment to Credit Agreement dated as of November 2, 2012, by and among The Dixie Group, Inc., certain of its subsidiaries, and Wells Fargo Bank, N.A. as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated November 5, 2012.*
|
(10.62)
|
First Amendment to Credit Agreement dated as of November 2, 2012, by and among The Dixie Group, Inc., certain of it subsidiaries, and Wells Fargo Capital Finance, LLC as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated November 5, 2012.*
|
(10.63)
|
Intercreditor Agreement dated as of November 2, 2012, by and among Wells Fargo Capital Finance, LLC and Wells Fargo Bank, N.A. as Agents and The Dixie Group, Inc. and certain of its subsidiaries.
|
|
Incorporated by reference to Exhibit (10.3) to Dixie's Current Report on Form 8-K dated November 5, 2012.*
|
(10.64)
|
Second Amendment to Credit Agreement dated as of April 1, 2013, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.01) to Dixie's Current Report on Form 8-K dated April 3, 2013.*
|
(10.65)
|
Third Amendment to Credit Agreement dated as of May 22, 2013, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.57) to Dixie's Annual Report on Form 10-K for the year ended December 28, 2013 .*
|
(10.66)
|
Fourth Amendment to Credit Agreement dated as of July 1, 2013, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.58) to Dixie's Annual Report on Form 10-K for the year ended December 28, 2013 .*
|
(10.67)
|
Fifth Amendment to Credit Agreement dated as of July 30, 2013, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 10-Q dated August 7, 2013. *
|
(10.68)
|
Sixth Amendment to Credit Agreement dated as of August 30, 2013, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 10-Q dated November 6, 2013. *
|
(10.69)
|
Seventh Amendment to Credit Agreement dated as of January 20, 2014, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated January 21, 2014. *
|
(10.70)
|
Eighth Amendment to Credit Agreement dated as of March 14, 2014, by and among The Dixie Group, Inc. certain of its subsidiaries and Wells Fargo Capital Finance, LLC, as Agent and the persons identified as Lenders therein.
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated March 20, 2014. *
|
(10.71)
|
Term Note 1 dated November 7, 2014, by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association.
|
|
Incorporated by reference to Exhibit (10.71) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.72)
|
Deed to Secure Debt, Assignment of Rents and Leases, Security Agreement and Fixture Filing by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association, dated November 7, 2014.
|
|
Incorporated by reference to Exhibit (10.72) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.73)
|
Term Note 2 dated November 7, 2014, by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association.
|
|
Incorporated by reference to Exhibit (10.73) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.74)
|
Amendment to Term Loan Agreement, Note 2, dated November 7, 2014, by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association.
|
|
Incorporated by reference to Exhibit (10.74) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.75)
|
Term Note 3 dated January 23, 2015, by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association.
|
|
Incorporated by reference to Exhibit (10.75) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.76)
|
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing by TDG Operations, LLC, a Georgia limited liability company and First Tennessee Bank National Association, dated January 23, 2015.
|
|
Incorporated by reference to Exhibit (10.76) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.77)
|
Mortgagee's Subordination and Consent, dated January 23, 2015, by and between Wells Fargo Capital Finance, LLC, as Agent, and The Dixie Group, Inc. and it subsidiaries, as Borrower, and First Tennessee Bank National Association, as Mortgagee.
|
|
Incorporated by reference to Exhibit (10.77) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.78)
|
Amended and Restated Mortgagee's Subordination and Consent, dated January 23, 2015, by and between Wells Fargo Capital Finance, LLC, as Agent, and The Dixie Group, Inc. and it subsidiaries, as Borrower, and First Tennessee Bank National Association, as Mortgagee.
|
|
Incorporated by reference to Exhibit (10.78) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.79)
|
Amendment to Deed to Secure Debt, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated January 23, 2015, between TDG Operations, LLC, a Georgia limited liability company, and First Tennessee Bank National Association.
|
|
Incorporated by reference to Exhibit (10.79) to Dixie's Annual Report on Form 10-K for the year ended December 27, 2014 .*
|
(10.80)
|
Stock Purchase Agreement between TDG Operations, LLC, a wholly owned subsidiary of The Dixie Group, Inc. and James Horwich, Trustee under the Horwich Trust of 1973, to purchase all outstanding capital stock of Atlas Carpet Mills, Inc.
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated March 20, 2014. *
|
(10.81)
|
Summary of Annual Incentive Compensation Plan Applicable to 2015
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.82)
|
Form of LTIP award (B shareholder)
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.83)
|
Form of LTIP award (common only)
|
|
Incorporated by reference to Exhibit (10.3) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.84)
|
Form of Career Share award (B shareholder)
|
|
Incorporated by reference to Exhibit (10.4) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.85)
|
Form of Career Share award (common only)
|
|
Incorporated by reference to Exhibit (10.5) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.86)
|
Form of Retention Grant (Service Condition only)
|
|
Incorporated by reference to Exhibit (10.6) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.87)
|
Form of Retention Grant (Performance Condition and Service Condition)
|
|
Incorporated by reference to Exhibit (10.7) to Dixie's Current Report on Form 8-K dated March 13, 2015. *
|
(10.88)
|
Form of Award of 100,000 share of Restricted Stock under the 2006 Stock Awards Plan to Daniel K. Frierson
|
|
Incorporated by Reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated April 30,2015. *
|
(10.89)
|
Thornton Edge LLC Lease for Reed Road Facility
|
|
Incorporated by reference to Exhibit (10.1) to Dixie's Current Report on Form 10-Q dated November 4, 2015. *
|
(10.90)
|
Thornton Edge LLC First Lease Amendment for Reed Road Facility
|
|
Incorporated by reference to Exhibit (10.2) to Dixie's Current Report on Form 10-Q dated November 4, 2015. *
|
(10.91)
|
Thornton Edge LLC Second Lease Amendment for Reed Road Facility
|
|
Incorporated by reference to Exhibit (10.3) to Dixie's Current Report on Form 10-Q dated November 4, 2015. *
|
(10.92)
|
Summary of Incentive Plan for 2016
|
|
Incorporated by Reference to Exhibit (10.1) to Dixie's Current Report on Form 8-K dated March 11,2016. *
|
(10.93)
|
Long Term Incentive Plan Award B Shareholder
|
|
Incorporated by Reference to Exhibit (10.2) to Dixie's Current Report on Form 8-K dated March 11,2016. *
|
(10.94)
|
Long Term Incentive Plan Award Common
|
|
Incorporated by Reference to Exhibit (10.3) to Dixie's Current Report on Form 8-K dated March 11,2016. *
|
(10.95)
|
Career Shares B Shareholder
|
|
Incorporated by Reference to Exhibit (10.4) to Dixie's Current Report on Form 8-K dated March 11,2016. *
|
(10.96)
|
Career Shares Common
|
|
Incorporated by Reference to Exhibit (10.5) to Dixie's Current Report on Form 8-K dated March 11,2016. *
|
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