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DIXIE GROUP INC - Quarter Report: 2007 June (Form 10-Q)

10-Q Second Quarter 2007




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549


 

Form 10-Q

 

(Mark One)

 

 


S

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2007

or

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________________ to _______________________


Commission File Number: 0-2585

[f10q06302007002.gif]
THE DIXIE GROUP, INC.

(Exact name of Registrant as specified in its charter)


Tennessee

     

62-0183370

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

104 Nowlin Lane, Suite 101, Chattanooga, TN

37421

(423) 510-7000

(Address of principal executive offices)

(zip code)

(Registrant's telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

S

Yes

o

No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer

o

    

Accelerated filer

S

    

Non-accelerated filer

o


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


o


Yes


S


No


The number of shares outstanding of each of the issuer's classes of Common Stock as of the latest practicable date.

 

 

 

Class

            

Outstanding as of July 27, 2007

Common Stock, $3 Par Value

 

12,238,876 shares

Class B Common Stock, $3 Par Value

 

877,539 shares

Class C Common Stock, $3 Par Value

 

0 shares




Page 1




THE DIXIE GROUP, INC.

INDEX TO QUARTERLY FINANCIAL REPORT

Table of Contents

PART 1.  FINANCIAL INFORMATION

 

Page

 

 

 

 

 

 

Item 1 --

Financial Statements

 

 

 

 

Consolidated Condensed Balance Sheets -

3

 

 

 

June 30, 2007 and December 30, 2006

 

 

 

 

Consolidated Condensed Statements of Operations -

4

 

 

 

Three and Six Months Ended June 30, 2007 and July 1, 2006

 

 

 

 

Consolidated Condensed Statements of Cash Flows -

5

 

 

 

Six Months Ended June 30, 2007 and July1, 2006

 

 

 

 

Consolidated Condensed Statement of Stockholders' Equity and Comprehensive
   Income -

6

 

 

 

Six Months Ended June 30, 2007

 

 

 

 

Notes to Consolidated Condensed Financial Statements

7 - 13

 

Item 2 --

Management's Discussion and Analysis of Results of Operations and Financial Condition

14 - 17

 

Item 3 --

Quantitative and Qualitative Disclosures about Market Risk

17

 

Item 4 --

Controls and Procedures

 

17 - 18

 

 

 

 

 

 

PART 11.  OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1 --

Legal Proceedings

 

18

 

Item 2 --

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

 

Item 3 --

Defaults Upon Senior Securities

 

20

 

Item 4 --

Submission of Matters to a Vote of Security Holders

 

20

 

Item 5 --

Other information

 

20

 

Item 6 --

Exhibits

 

20

 

 

 

 

 

 

 

Signatures

 

21





Page 2



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(dollars in thousands)

 

 

 

 

(Unaudited)
June 30,
2007

 

 

December 30,
2006

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

$

150 

 

$

538 

 

Accounts receivable (less allowance for doubtful accounts of $602 for 2007 and
   $651 for 2006)

 

38,686 

 

 

30,922 

 

Inventories

 

77,405 

 

 

69,600 

 

Other current assets

 

10,739 

 

 

7,652 

 

 

TOTAL CURRENT ASSETS

 

126,980 

 

 

108,712 

 

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

 

 

Land and improvements

 

6,075 

 

 

6,047 

 

Buildings and improvements

 

45,642 

 

 

45,407 

 

Machinery and equipment

 

121,192 

 

 

113,673 

 

 

 

 

172,909 

 

 

165,127 

 

Less accumulated depreciation and amortization

 

(73,328)

 

 

(66,729)

 

 

NET PROPERTY, PLANT AND EQUIPMENT

 

99,581 

 

 

98,398 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

Goodwill

 

56,852 

 

 

56,960 

 

Other long-term assets

 

14,787 

 

 

13,604 

 

 

TOTAL OTHER ASSETS

 

71,639 

 

 

70,564 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

298,200 

 

$

277,674 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable

$

14,196 

 

$

8,382 

 

Accrued expenses

 

22,117 

 

 

19,541 

 

Current portion of long-term debt

 

8,231 

 

 

7,663 

 

 

TOTAL CURRENT LIABILITIES

 

44,544 

 

 

35,586 

 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

 

 

 

 

Senior indebtedness

 

67,353 

 

 

57,780 

 

Capital lease obligations

 

3,254 

 

 

3,937 

 

Convertible subordinated debentures

 

17,162 

 

 

19,662 

 

 

TOTAL LONG-TERM DEBT

 

87,769 

 

 

81,379 

 

 

 

 

 

 

 

 

DEFERRED INCOME TAXES

 

11,902 

 

 

11,697 

 

 

 

 

 

 

 

 

OTHER LONG-TERM LIABILITIES

 

14,546 

 

 

13,334 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

--- 

 

 

--- 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Common Stock ($3 par value per share):  Authorized 80,000,000 shares, issued
    - 15,637,721 shares for 2007 and 15,506,664 shares for 2006

 

46,913 

 

 

46,520 

 

Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares,
    issued - 877,539 for 2007 and 829,825 shares for 2006

 

2,633 

 

 

2,489 

 

Additional paid-in capital

 

134,899 

 

 

134,469 

 

Retained earnings

 

8,906 

 

 

6,297 

 

Accumulated other comprehensive income (loss)

 

177 

 

 

(8)

 

 

 

 

193,528 

 

 

189,767 

 

Less Common Stock in treasury at cost - 3,398,845 shares for 2007 and 2006

 

(54,089)

 

 

(54,089)

 

 

TOTAL STOCKHOLDERS' EQUITY

 

139,439 

 

 

135,678 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

298,200 

 

$

277,674 

See accompanying notes to the consolidated condensed financial statements.


Return to Table of Contents



Page 3




THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(dollars in thousands, except per share data)


 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,
2007

 

 

July 1,
2006

 

 

June 30,
2007

 

 

July 1, 2006

Net sales

 

$

84,403 

 

$

88,046 

 

$

158,893 

 

$

167,219 

Cost of sales

 

 

58,140 

 

 

63,296 

 

 

110,811 

 

 

120,271 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

26,263 

 

 

24,750 

 

 

48,082 

 

 

46,948 

Selling and administrative expenses

 

 

20,543 

 

 

18,795 

 

 

40,321 

 

 

38,011 

Other operating income

 

 

(82)

 

 

(228)

 

 

(110)

 

 

(570)

Other operating expense

 

 

144 

 

 

130 

 

 

269 

 

 

286 

Defined benefit pension plan termination
   expenses

 

 

--- 

 

 

3,249 

 

 

--- 

 

 

3,249 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

5,658 

 

 

2,804 

 

 

7,602 

 

 

5,972 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

1,669 

 

 

1,944 

 

 

3,226 

 

 

3,711 

Other income

 

 

(22)

 

 

(95)

 

 

(37)

 

 

(108)

Other expense

 

 

13 

 

 

50 

 

 

31 

 

 

54 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations before taxes

 

 

3,998 

 

 

905 

 

 

4,382 

 

 

2,315 

Income tax provision (benefit)

 

 

1,442 

 

 

(123)

 

 

1,589 

 

 

362 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

 

2,556 

 

 

1,028 

 

 

2,793 

 

 

1,953 

Loss from discontinued operations, net of
   tax

 

 

(118)

 

 

(84)

 

 

(184)

 

 

(174)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,438 

 

$

944 

 

$

2,609 

 

$

1,779 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC EARNINGS (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.20 

 

$

0.08 

 

$

0.22 

 

$

0.15 

 

Discontinued operations

 

 

(0.01)

 

 

(0.01)

 

 

(0.02)

 

 

(0.01)

 

Net income

 

$

0.19 

 

$

0.07 

 

$

0.20 

 

$

0.14 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHARES OUTSTANDING

 

 

12,828 

 

 

12,689 

 

 

12,799 

 

 

12,660 

 

 

 

 

 

 

 

 

 

 

 

 

 

DILUTED EARNINGS (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.20 

 

$

0.08 

 

$

0.21 

 

$

0.15 

 

Discontinued operations

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

 

Net income

 

$

0.19 

 

$

0.07 

 

$

0.20 

 

$

0.14 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHARES OUTSTANDING

 

 

13,010 

 

 

12,943 

 

 

12,993 

 

 

12,939 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DIVIDENDS PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

--- 

 

 

--- 

 

 

--- 

 

 

--- 

 

Class B Common Stock

 

 

--- 

 

 

--- 

 

 

--- 

 

 

--- 


See accompanying notes to the consolidated condensed financial statements.


Return to Table of Contents



Page 4




THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

June 30,
2007

 

 

July 1,
2006

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Income from continuing operations

 

$

2,793 

 

$

1,953 

 

Loss from discontinued operations

 

 

(184)

 

 

(174)

 

Net income

 

 

2,609 

 

 

1,779 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

 

 

provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

6,761 

 

 

5,731 

 

 

 

Change in deferred income taxes

 

 

(565)

 

 

546 

 

 

 

Tax benefit from exercise of stock options

 

 

(134)

 

 

(191)

 

 

 

Net loss (gain) on property, plant and equipment disposals

 

 

 

 

(24)

 

 

 

Stock-based compensation expense

 

 

627 

 

 

311 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(7,764)

 

 

(6,663)

 

 

 

 

Inventories

 

 

(7,805)

 

 

(659)

 

 

 

 

Accounts payable and accrued expenses

 

 

8,390 

 

 

1,200 

 

 

 

 

Other operating assets and liabilities

 

 

(2,068)

 

 

(2,305)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

53 

 

 

(275)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Net proceeds from sales of property, plant and equipment

 

 

--- 

 

 

26 

 

Purchases of property, plant and equipment

 

 

(7,799)

 

 

(10,753)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(7,799)

 

 

(10,727)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Net borrowings on credit line

 

 

8,665 

 

 

8,987 

 

Payments on term loan

 

 

(855)

 

 

(997)

 

Borrowings from equipment financing

 

 

3,419 

 

 

6,456 

 

Payments on equipment financing

 

 

(1,021)

 

 

(579)

 

Payments on capitalized leases

 

 

(637)

 

 

(552)

 

Payments on mortgage note payable

 

 

(113)

 

 

(106)

 

Payments on subordinated indebtedness

 

 

(2,500)

 

 

(2,500)

 

Common stock issued under stock option plans

 

 

266 

 

 

699 

 

Common stock acquired for treasury

 

 

--- 

 

 

(45)

 

Tax benefits from exercise of stock options

 

 

134 

 

 

191 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

7,358 

 

 

11,554 

 

 

 

 

 

 

 

 

 

 

 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

 

(388)

 

 

552 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

538 

 

 

--- 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

150 

 

$

552 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

Interest paid

 

$

3,283 

 

$

3,701 

 

Income taxes paid, net of tax refunds

 

 

206 

 

 

380 


See accompanying notes to the consolidated condensed financial statements.



Return to Table of Contents



Page 5




THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

(dollars in thousands)


.

 

 

Common Stock and Class B Common Stock

 

 

Additional Paid-in Capital

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Common Stock in Treasury

 

 

Total Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 30, 2006

 

$

49,009 

 

$

134,469 

 

$

6,297

 

$

(8)

 

$

(54,089)

 

$

135,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock and Class B
   issued under stock option plan
   - 64,782 net shares

 

 

226 

 

 

40 

 

 

---

 

 

--- 

 

 

--- 

 

 

266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock grants issued -
   108,720 shares

 

 

326 

 

 

(326)

 

 

---

 

 

--- 

 

 

--- 

 

 

---

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock grants forfeited
   - 5,249 shares

 

 

(15)

 

 

15 

 

 

---

 

 

--- 

 

 

--- 

 

 

---

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit from exercise of

   stock options

 

 

--- 

 

 

134 

 

 

---

 

 

--- 

 

 

--- 

 

 

134

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation
   expense

 

 

--- 

 

 

567 

 

 

---

 

 

--- 

 

 

--- 

 

 

567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Net income

 

 

--- 

 

 

--- 

 

 

2,609

 

 

--- 

 

 

--- 

 

 

2,609

   Unrealized gain on interest
     rate swap agreements, net of
     tax of $113

 

 

--- 

 

 

--- 

 

 

---

 

 

185 

 

 

--- 

 

 

185

Total Comprehensive Income

 

 

--- 

 

 

--- 

 

 

2,609

 

 

185 

 

 

--- 

 

 

2,794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2007

 

$

49,546 

 

$

134,899 

 

$

8,906

 

$

177 

 

$

(54,089)

 

$

139,439

  

See accompanying notes to the consolidated condensed financial statements. 


Return to Table of Contents



Page 6




THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)


NOTE A - BASIS OF PRESENTATION


The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements which do not include all the information and footnotes required by such accounting principles for annual financial statements.  In the opinion of management, all adjustments (generally consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying financial statements.  The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 2006 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission, which includes consolidated financial statements for the fiscal year ended December 30, 2006.  Operating results for the three month and six month periods ended June 30, 2007 are not necessarily indicative of the results that may be expected for the entire 2007 year.


The Company is in one line of business, carpet manufacturing.


NOTE B - RECENT ACCOUNTING PRONOUNCEMENTS


In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements".  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  The Company does not expect the adoption of this statement to have a material effect on its financial statements.


In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities".  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  Eligible items for the measurement option include all recognized financial assets and liabilities except: investments in subsidiaries, interests in variable interest entities, obligations for pension benefits, assets and liabilities recognized under leases, deposit liabilities and financial instruments that are a component of shareholder's equity.  Also included are firm commitments that involve only financial instruments, nonfinancial insurance contracts and warranties and host financial instruments.


The Statement permits all entities to choose the fair value measurement option at specified election dates, after which the entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings, at each subsequent reporting date.  The fair value option may be applied instrument by instrument; however, the election is irrevocable and may apply only to entire instruments and not to portions of instruments.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The Company is currently evaluating its options under this statement.


NOTE C - SHARE-BASED PAYMENTS


The Company recognizes compensation expense relating to share-based payments based on the fair value of the equity or liability instrument issued.  


On March 2, 2007, the Company granted 108,720 shares of restricted stock to officers of the Company.  The grant-date fair value of the awards was $1,425, or $13.11 per share.  The shares will vest over terms ranging from 2 to 20 years.  Each award is subject to a continued service condition.  The fair value of each share of restricted stock awarded was equal to the market value of a share of the Company's Common Stock on the grant date.


The Company's stock compensation expense was $399 and $627 for the three and six months ended June 30, 2007 and $193 and $311 for the three and six months ended July 1, 2006, respectively.


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Page 7



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


NOTE D - ACCOUNTS RECEIVABLE


Receivables are summarized as follows:

 

 

 

 

June 30,
2007

 

 

December 30,
2006

Customers, trade

$

37,035 

 

$

28,278 

Other

 

 

 2,253 

 

 

3,295 

Gross receivables

 

39,288 

 

 

31,573 

Less allowance for doubtful accounts

 

(602)

 

 

(651)

Net receivables

$

38,686 

 

$

30,922 


The Company also had notes receivable in the amount of $501 and $589 at June 30, 2007 and December 30, 2006, respectively.  The current portion of the notes receivable is included in accounts receivable and the long-term portion is included in other long-term assets in the Company's consolidated condensed balance sheets.


NOTE E - INVENTORIES


Inventories are stated at the lower of cost or market.  Cost is determined using the last-in, first-out (LIFO) method, which generally matches current costs of inventory sold with current revenues, for substantially all inventories.  Inventories are summarized as follows:

 

 

 

 

June 30,
2007

 

 

December 30,
2006

Raw materials

 

$

26,388 

 

$

21,678 

Work-in-process

 

 

16,997 

 

 

15,210 

Finished goods

 

 

44,467 

 

 

41,107 

Supplies, repair parts and other

 

 

440 

 

 

410 

LIFO

 

 

(10,887)

 

 

(8,805)

Total inventories

 

$

77,405 

 

$

69,600 


NOTE F - DISCONTINUED OPERATIONS

Following is a summary of the Company's discontinued operations:


 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

June 30,
2007

 

 

July 1,
2006

 

 

June 30,
2007

 

 

July 1,
2006

Loss from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before income taxes

 

$

(184)

 

$

(138)

 

$

(287)

 

$

(276)

 

Income tax benefit

 

 

(66)

 

 

(54)

 

 

(103)

 

 

(102)

Loss from discontinued operations, net of tax

 

$

(118)

 

$

(84)

 

$

(184)

 

$

(174)


The losses from discontinued operations in 2007 and 2006 principally related to the settlement of contingencies that had been retained by the Company in connection with the sales of the Company's factory-built housing carpet, needlebond and carpet recycling businesses sold in 2003 and 2004 and the Company's textile operations in 1999 and prior years.


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Page 8



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


NOTE G - ACCRUED EXPENSES


Accrued expenses are summarized as follows:

 

 

 

 

 

June 30,
2007

 

 

December 30,
2006

Compensation and benefits

 

$

5,645

 

$

5,768

Provision for customer rebates, claims and allowances

 

 

5,410

 

 

4,968

Outstanding checks in excess of cash

 

 

4,289

 

 

4,193

Other

 

 

 

6,773

 

 

4,612

Total accrued expenses

 

$

22,117

 

$

19,541


NOTE H - PRODUCT WARRANTY RESERVES


The Company warrants its products against manufacturing defects and failure to meet specific performance standards.  The Company records reserves for the estimated costs of defective products and failure of its products to meet applicable performance standards at the time sales are recorded.  The levels of reserves are established based primarily upon historical experience and evaluation of known claims.  Following is a summary of the Company's warranty activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,
2007

 

 

July 1,
2006

 

 

June 30,
2007

 

 

July 1,
2006

Warranty reserve beginning of period

$

1,354 

 

$

1,091 

 

$

1,276 

 

$

1,109 

Warranty liabilities accrued

 

1,165 

 

 

1,476 

 

 

2,044 

 

 

2,778 

Warranty liabilities settled

 

(1,033)

 

 

(1,593)

 

 

(1,965)

 

 

(3,041)

Changes for pre-existing warranty liabilities

 

10 

 

 

240 

 

 

141 

 

 

368 

Warranty reserve end of period

$

1,496 

 

$

1,214 

 

$

1,496 

 

$

1,214 


NOTE I - LONG-TERM DEBT AND CREDIT ARRANGEMENTS


Long-term debt consists of the following:

 

 

 

 

 

June 30,
2007

 

 

December 30,
2006

Senior indebtedness

 

 

 

 

 

 

 

Credit line borrowings

 

 $

36,486 

 

$

27,821 

 

Term loans

 

 

16,866 

 

 

17,721 

 

Equipment financing

 

 

11,734 

 

 

9,336 

 

Capital lease obligations

 

 

4,595 

 

 

5,232 

 

Mortgage note payable

 

 

6,657 

 

 

6,770 

Total senior indebtedness

 

 

76,338 

 

 

66,880 

Convertible subordinated debentures

 

 

19,662 

 

 

22,162 

Total long-term debt

 

 

96,000 

 

 

89,042 

Less current portion of long-term debt

 

 

(6,890)

 

 

(6,368)

Less current portion of capital lease obligations

 

 

(1,341)

 

 

(1,295)

Total long-term debt, less current portions

 

 $

87,769 

 

$

81,379 


During the six months ended June 30, 2007, the Company borrowed $3,419 under equipment financing notes.  The notes are secured by the equipment financed, bear interest at fixed rates ranging from 6.83% to 6.85% and are due in monthly installments over the five to seven year terms of the notes.


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Page 9



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


The Company's senior loan and security agreement, which matures on May 11, 2010, provides $76,866 of credit, consisting of $60,000 of revolving credit and a $16,866 term loan.  The Company's credit facilities do not contain ongoing financial covenants; however, these facilities contain covenants that generally limit dividends and repurchases of the Company's Common Stock to an aggregate of $3,000 annually and could limit future acquisitions.  The unused borrowing capacity under the senior loan and security agreement on June 30, 2007 was approximately $21,099.


On July 16, 2007, the Company amended its senior loan and security agreement to  increase the level of "permitted purchase money debt" as defined in the loan agreement from $10,000 to $20,000.  The other provisions in the loan agreement remain unchanged.


NOTE J - DERIVATIVE FINANCIAL INSTRUMENTS


The Company is a party to an interest rate swap agreement with a notional amount of $30,000 through May 11, 2010.  Under the interest rate swap agreement, the Company pays a fixed rate of interest of 4.79% times the notional amount and receives in return a specified variable rate of interest times the same notional amount.  The interest rate swap is linked to the Company's variable rate debt and is considered a highly effective hedge.  The fair value of the interest rate swap agreement is reflected on the Company's consolidated condensed balance sheets and related gains and losses are deferred in Accumulated Other Comprehensive Loss ("AOCL").  Net unrealized gains included in AOCL were $228 at June 30, 2007.


The Company is also a party to an interest rate swap agreement through March 2013, which is linked to a mortgage note payable and considered a highly effective hedge.  Under the interest rate swap agreement, the Company pays a fixed rate of interest times a notional amount equal to the outstanding balance of the mortgage note, and receives in return an amount equal to a specified variable rate of interest times the same notional amount.  The fair value of the interest rate swap agreement is reflected on the Company's consolidated condensed balance sheets and related gains and losses are deferred in AOCL.  As of June 30, 2007, the notional amount of the interest swap agreement was $6,657.  Under the terms of the swap agreement, the Company pays a fixed interest rate of 4.54% through March 2013, which effectively fixes interest on the mortgage note payable at 6.54%.  Net unrealized gains included in AOCL were $150 at June 30, 2007.


NOTE K - EMPLOYEE BENEFIT PLANS


The Company sponsors a 401(k) defined contribution plan covering substantially all associates.  The Company matches associates' contributions, on a sliding scale, up to a maximum of 5% of the associate's earnings.  The Company may make additional contributions to the plan if the Company attains certain performance targets.


The Company sponsors a non-qualified retirement savings plan that allows eligible associates to defer a specified percentage of their compensation.  The obligations owed to participants under this plan were $12,630 at June 30, 2007 and $11,704 at December 30, 2006 and are included in other liabilities in the Company's consolidated condensed balance sheets. The obligations are unsecured general obligations of the Company and the participants do not have a right, interest or claim in the assets, except as unsecured general creditors. The Company has established a Rabbi Trust to hold, invest and reinvest deferrals and contributions under the plan. Assets invested in cash and company-owned life insurance in the Rabbi Trust were $12,804 at June 30, 2007 and $11,673 at December 30, 2006 and is included in cash and cash equivalents and other long-term assets in the Company's consolidated condensed balance sheets.


The Company also sponsors a defined benefit retirement plan that covers a limited number of the Company's active associates.


During June 2006, the Company completed the termination and distribution of assets of a defined benefit plan that had been frozen since 1993 as to new benefits.  The majority of associates covered by this plan were previously employed by operations that were sold or discontinued. Settlement expenses for the plan termination recognized in the quarter ended July 1, 2006 were $3,249, or $2,057 net of tax. The funds required to terminate the plan were $2,595.


Return to Table of Contents



Page 10



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


Costs charged to continuing operations for all retirement plans are summarized as follows:


 

 

 

Three Months Ended

 

 

 

June 30, 2007

 

July 1, 2006

 

 

 

Terminated
Plan

 

Ongoing
Plan

 

Total
2007

 

Terminated
Plan

 

Ongoing
Plan

 

Total
2006

Components of net periodic benefit costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

---

 

$

51 

 

$

51 

 

$

--- 

 

$

30 

 

$

30 

 

 

Interest cost

 

---

 

 

43 

 

 

43 

 

 

117 

 

 

25 

 

 

142 

 

 

Expected return on plan assets

 

---

 

 

(51)

 

 

(51)

 

 

(121)

 

 

(27)

 

 

(148)

 

 

Amortization of prior service cost

 

---

 

 

 

 

 

 

--- 

 

 

 

 

 

 

Recognized net actuarial loss

 

---

 

 

25 

 

 

25 

 

 

106 

 

 

13 

 

 

119 

 

 

Settlement loss

 

---

 

 

--- 

 

 

--- 

 

 

3,249 

 

 

--- 

 

 

3,249 

 

Net periodic benefit cost - defined benefit
   plans

 

---

 

 

70 

 

 

70 

 

 

3,351 

 

 

42 

 

 

3,393 

 

Net periodic benefit cost - defined
   contribution plans

 

---

 

 

240 

 

 

240 

 

 

--- 

 

 

266 

 

 

266 

 

Net periodic benefit cost - total

$

---

 

$

310 

 

$

310 

 

$

3,351

 

$

308 

 

$

3,659 


 

 

 

Six Months Ended

 

 

 

June 30, 2007

 

July 1, 2006

 

 

 

Terminated
Plan

 

Ongoing
Plan

 

Total
2007

 

Terminated
Plan

 

Ongoing
Plan

 

Total
2006

Components of net periodic benefit costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

--- 

 

$

101 

 

$

101 

 

$

--- 

 

$

59 

 

$

59 

 

 

Interest cost

 

--- 

 

 

86 

 

 

86 

 

 

117 

 

 

49 

 

 

166 

 

 

Expected return on plan assets

 

--- 

 

 

(102)

 

 

(102)

 

 

(121)

 

 

(53)

 

 

(174)

 

 

Amortization of prior service cost

 

--- 

 

 

 

 

 

 

--- 

 

 

 

 

 

 

Recognized net actuarial loss

 

--- 

 

 

50 

 

 

50 

 

 

106 

 

 

26 

 

 

132 

 

 

Settlement loss

 

--- 

 

 

--- 

 

 

--- 

 

 

3,249 

 

 

--- 

 

 

3,249 

 

Net periodic benefit cost - defined benefit
    plans

 

--- 

 

 

138 

 

 

138 

 

 

3,351 

 

 

83 

 

 

3,434 

 

Net periodic benefit cost - defined
   contribution plans

 

--- 

 

 

507 

 

 

507 

 

 

--- 

 

 

534 

 

 

534 

 

Net periodic benefit cost - total

$

--- 

 

$

645 

 

$

645 

 

$

3,351 

 

$

617 

 

$

3,968 


The Company sponsors a legacy postretirement benefit plan that provides life insurance to a limited number of associates as a result of a prior acquisition.  The Company also sponsors a postretirement benefit plan that provides medical and life insurance for a limited number of associates who retired prior to January 1, 2003.


Components of net periodic benefit costs for all postretirement plans are summarized as follows:


 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,
2007

 

July 1,
2006

 

June 30,
2007

 

July 1,
2006

Components of net periodic benefit costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined benefit plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

 

$

--- 

 

$

11 

 

$

--- 

 

 

Interest cost

 

 

21 

 

 

--- 

 

 

42 

 

 

--- 

 

 

Amortization of prior service costs

 

 

(16)

 

 

--- 

 

 

(32)

 

 

--- 

 

 

Recognized net actuarial loss

 

 

(10)

 

 

--- 

 

 

(21)

 

 

--- 

 

Net periodic benefit cost

 

$

--- 

 

$

--- 

 

$

--- 

 

$

--- 


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Page 11



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


Amounts contributed or expected to be contributed by the Company during the current fiscal year to its pension and postretirement plans are not anticipated to be significantly different from amounts disclosed in the Company's 2006 Annual Report filed on Form 10-K/A.


NOTE L - INCOME TAXES


The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48") on the first day of the Company's fiscal year 2007.  The Company's reserves for uncertain tax positions at December 30, 2006 were $319 and did not change as a result of the implementation of FIN 48.  Unrecognized tax benefits were $343 at June 30, 2007, all of which, if recognized, would favorably affect the Company's effective tax rate.  The Company does not expect its unrecognized tax benefits to change significantly during the next twelve months.


The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.  As of June 30, 2007, accrued interest related to uncertain tax positions was $50.


The Company and its subsidiaries are subject to United States federal income taxes, as well as income taxes in a number of state jurisdictions.  The Company's tax years 2003 through 2006 remain open to examination for U.S. federal income taxes and most state jurisdictions.  A few state jurisdictions remain open to examination for tax years 2002 through 2006.


During the three months ended July 1, 2006, the Company settled a Federal income tax audit for the fiscal year 2003; although the 2003 tax year remains open to examination through September 2007.  As a result of the settlement of the audit, the Company reduced its tax contingency reserve and its income tax provision by $460 to reflect the settlement of certain items previously included in the Company's tax contingency reserve.  The effect on the Company's consolidated condensed statements of operations was to reduce the effective tax rate to 13.6% and 15.6%, respectively for the three and six month periods ended July 1, 2006.


NOTE M - COMMON STOCK AND EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share from continuing operations:


 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,
2007

 

 

July 1,
2006

 

 

June 30,
2007

 

 

July 1,
2006

Income from continuing operations (1)

$

2,556

 

$

1,028

 

$

2,793

 

$

1,953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for calculation of basic
   earnings per share - weighted-average
   shares (2)

 

12,828

 

 

12,689

 

 

12,799

 

 

12,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Stock options (3)

 

140

 

 

224

 

 

156

 

 

251

 

Restricted stock grants (3)

 

8

 

 

1

 

 

5

 

 

1

 

Directors' stock performance units (3)

 

34

 

 

29

 

 

33

 

 

27

Denominator for calculation of diluted
   earnings per share - weighted-average
   shares adjusted for potential dilution (2)(3)

 

13,010

 

 

12,943

 

 

12,993

 

 

12,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 $

0.20

 

$

0.08

 

$

0.22

 

$

0.15

 

Diluted

 

0.20

 

 

0.08

 

 

0.21

 

 

0.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

No adjustments needed to the numerator for diluted calculations.

(2)

Includes Common and Class B Common shares in thousands.

(3)


Because their effects are anti-dilutive, shares issuable under stock option plans where the exercise price is greater than the average market price of Common Shares outstanding at the end of the relevant period and shares issuable on conversion of subordinated debentures into shares of Common Stock have been excluded.  Aggregate shares excluded were 1,283 and 1,320 during the three and six months of 2007 and 893 and 929 during the three and six months of 2006.


Return to Table of Contents



Page 12



THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(dollars in thousands, except per share data)  --  Cont'd.


NOTE N - COMPREHENSIVE INCOME


Comprehensive income is as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,
2007

 

 

July 1,
2006

 

 

June 30,
2007

 

 

July 1,
2006

Net income

$

2,438

 

$

944

 

$

2,609

 

$

1,779

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on interest rate swap agreements:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before income taxes

 

471

 

 

418

 

 

298

 

 

1,198

 

 

Income taxes

 

179

 

 

159

 

 

113

 

 

455

 

 

Net of taxes

 

292

 

 

259

 

 

185

 

 

743

 

Change in minimum pension liability:

 

 

 

 

 

 

 

 

 

 

 

 

 

Before income taxes

 

---

 

 

2,503

 

 

---

 

 

2,503

 

 

Income taxes

 

---

 

 

951

 

 

---

 

 

951

 

 

Net of taxes

 

---

 

 

1,552

 

 

---

 

 

1,552

Comprehensive income

$

2,730

 

$

2,755

 

$

2,794

 

$

4,074


Components of accumulated other comprehensive income (loss), net of tax, are summarized as follows:

 

 

 

 

 

 

 

Interest
Rate
Swaps

 

 

Pension and
Post
Retirement
Liability

 

 

Total

Balance at December 30, 2006

 

 

 

$

193

 

$

(201)

 

$

(8)

 

Unrealized gains on interest rate swap
   agreements, net of tax of $113

 

 

185

 

 

--- 

 

 

185 

Balance at June 30, 2007

 

 

 

$

378

 

$

(201)

 

$

177 


NOTE O - OTHER (INCOME) EXPENSE

Other (income) expense is summarized as follows:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30, 2007

 

 

July 1, 2006

 

 

June 30, 2007

 

 

July 1, 2006

Other operating income:

 

 

 

 

 

 

 

 

 

 

 

 

Insurance settlements and refunds

$

--- 

 

$

(121)

 

$

--- 

 

$

(353)

 

Miscellaneous income

 

(82)

 

 

(107)

 

 

(110)

 

 

(217)

Other operating income

$

(82)

 

$

(228)

 

$

(110)

 

$

(570)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

Retirement expenses

$

108 

 

$

100 

 

$

163 

 

$

245 

 

Miscellaneous expense

 

36 

 

 

30 

 

 

106 

 

 

41 

Other operating expense

$

144 

 

$

130 

 

$

269 

 

$

286 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

$

(4)

 

$

(88)

 

$

(10)

 

$

(101)

 

Miscellaneous income

 

(18)

 

 

(7)

 

 

(27)

 

 

(7)

Other income

$

(22)

 

$

(95)

 

$

(37)

 

$

(108)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous expense

$

13 

 

$

50 

 

$

31 

 

$

54 

Other expense

$

13 

 

$

50 

 

$

31 

 

$

54 

Return to Table of Contents



Page 13



ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION


The following is presented to update the discussion of results of operations and financial condition included in our 2006 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission.


CRITICAL ACCOUNTING POLICIES


Our critical accounting policies were outlined in Management's Discussion and Analysis of Results of Operations and Financial Condition in our 2006 Annual Report on Form 10-K/A filed with the Securities and Exchange Commission. There have been no changes to those critical accounting policies subsequent to the date of that report.


RESULTS OF OPERATIONS


The following table sets forth certain elements of our continuing operating results as a percentage of net sales for the periods indicated:


 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,
2007

 

July 1,
2006

 

June 30,
2007

 

July 1,
2006

Net sales

 

100.0 %

 

100.0 %

 

100.0 %

 

100.0 %

Cost of sales

 

68.9 %

 

71.9 %

 

69.7 %

 

71.9 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

31.1 %

 

28.1 %

 

30.3 %

 

28.1 %

Selling and administrative expenses

 

24.3 %

 

21.3 %

 

25.4 %

 

22.7 %

 

 

 

 

 

 

 

 

 

Other operating income

 

(0.1)%

 

(0.3)%

 

(0.1)%

 

(0.3)%

Other operating expense   

 

0.2 %

 

0.2 %

 

0.2 %

 

0.2 %

Defined benefit pension plan termination expenses                        

 

0.0 %

 

3.7 %

 

0.0 %

 

1.9 %

Operating income

 

6.7 %

 

3.2 %

 

4.8 %

 

3.6 %


Net Sales.  Net sales for the quarter ended June 30, 2007 were $84.4 million, down 4.1% from net sales of $88.0 million in the year-earlier quarter. Net sales for the first six months of 2007 were $158.9 million, down 5.0% from net sales of $167.2 million in the prior year period.  The decline in net sales is principally attributable to significant weakness in residential carpet markets that began to be experienced in the third quarter of 2006 and has continued through the second quarter of 2007.


Our net sales of residential carpet products declined 10.3% in the second quarter of 2007 and 9.8% for the first six months of 2007, compared with the same periods in 2006.  In addition to the general industry weakness, our residential carpet business has been negatively affected by a significant decline in sales to one large customer.  Net sales to our other residential customers declined 4.2% in both the second quarter and first six months of 2007.  We continued to experience good demand in our commercial carpet business.  Year-over-year sales of our commercial carpet products reflected net sales growth of 7.3% and 3.6%, respectively for the second quarter and first six months of 2007.  Despite weakness in the residential portion of our business, our sales continue to outperform the carpet industry, where sales of carpet products reflected a year-over-year decline of 7.7% in the second quarter and 8.7% for the first six months of 2007.  The industry’s net sales of residential products declined 12.7% and 13.8%, respectively for the second quarter and first six months of 2007.  During this same period, the industry’s net sales of commercial products grew 2.0% in the second quarter and 1.5% for the first six months of 2007.


Although our residential carpet markets remain weak, we have continued to develop new and differentiated products, many of which should reach the market later this year.  The outlook for our commercial business continues to be favorable.  Sales of commercial products grew significantly in the second quarter of this year and our order entry and sales comparisons in July indicate this business is strengthening.  The recent improvement we have seen in sales and order entry for our commercial products and the anticipated effect of our new residential and commercial products make us optimistic that our sales will continue to outpace the sales of the carpet industry.


Cost of Sales.  Cost of sales, as a percentage of net sales, decreased 3.0 percentage points and 2.2 percentage points, respectively in the second quarter and first six months of 2007, compared with the same periods in 2006. The decreases were primarily a result of a better  product mix and improvements in materials utilization, manufacturing and distribution efficiencies and production quality.

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Page 14




Raw material costs increased in June of this year and we raised our selling prices to recoup this higher cost.  The effect of these higher selling prices should be felt during the third and fourth quarters of this year.  


Gross Profit.  Despite lower net sales, gross profit increased $1.5 million in the second quarter and $1.1 million for the first six months of 2007 compared with the same periods in 2006. The increase in gross profit reflects the effect of the factors described above that decreased cost of sales as a percentage of net sales.


Selling and Administrative Expenses.  Selling and administrative expenses increased $1.7 million in the second quarter and $2.3 million for the first six months of 2007, compared with the same periods in 2006.  The cost increases are principally a result of investments in our sales and marketing infrastructure and new products, information systems and normal inflationary cost increases.


Other Operating Income/Other Operating Expense.  Other operating income and other operating expense were not significant in the second quarter or first six months of either 2007 or 2006.


Defined Benefit Pension Plan Termination Expenses.  Expenses to terminate our legacy defined benefit pension plan were $3.2 million in the second quarter of 2006.  Approximately $2.9 million of these expenses related to the settlement of pension benefits for employees of our discontinued textile business segment that had been terminated in 1999 and prior years.  The remaining expenses related to the settlement of pension benefits for employees of our ongoing floorcovering business segment.  


Operating Income.  Operating income was $5.7 million, or 6.7% of sales, in the quarter ended June 30, 2007 and $7.6 million, or 4.8% of sales, for the first six months of 2007 compared with $2.8 million, or 3.2% of sales, in the quarter ended July 1, 2006 and $6.0 million, or 3.6% of sales, for the first six months of 2006. Defined benefit pension plan termination expenses negatively affected operating income by 3.7 percentage points and 1.9 percentage points, respectively for the quarter and six months ended July 1, 2006.  


Interest Expense.  Interest expense decreased in the second quarter and first six months of 2007 compared with the same periods in 2006 principally due to lower levels of debt in 2007.


Other Income/Other Expense.  Other income and other expense were not significant in the second quarter or first six months of either 2007 or 2006.


Income Tax Provision.  Our effective income tax rate was 36.1% and 36.3%, respectively for the three and six months ended June 30, 2007. Our income tax provision (benefit) included a $460 thousand reduction in our tax contingency reserve for the three and six months ended July 1, 2006, principally as a result of a federal income tax examination concluded during the second quarter of 2006.  Excluding the contingency reserve adjustment in 2006, the effective income tax rate was 37.2% and 35.5%, respectively for the three and six months ended July 1, 2006.  


Income From Continuing Operations.  Income from continuing operations was $2.5 million, or $0.20 per diluted share, for the quarter ended June 30, 2007 compared with $1.0 million, or $0.08 per diluted share, for the quarter ended July 1, 2006.  Income from continuing operations was $2.8 million, or $0.21 per diluted share, for the first six months of 2007 compared with $2.0 million, or $0.15 per diluted share, for the first six months of 2006.  Income from continuing operations in the second quarter and first six months of 2006 was reduced by $2.1 million, net of tax, or $0.16 per diluted share as a result of settlement expenses to terminate the defined benefit pension plan in the second quarter of 2006.


Net Income.  The loss from discontinued operations was $118 thousand, or $0.01 per diluted share, in the second quarter of 2007, compared with a loss of $84 thousand, or $0.01 per diluted share for the second quarter of 2006.  For the first six months of 2006, the loss from discontinued operations was $184 thousand, or $0.01 per diluted share, compared with a loss of $174 thousand, or $0.01 per diluted share in the year earlier period.


Including discontinued operations, net income was $2.4 million, or $0.19 per diluted share, for the second quarter of 2007, compared with net income of $944 thousand, or $0.07 per diluted share, for the second quarter of 2006. For the first six months of 2007, net income was $2.6 million, or $0.20 per diluted share, compared with $1.8 million, or $0.14 per diluted share, in the 2006 period.


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Page 15



LIQUIDITY AND CAPITAL RESOURCES


During the six-months ended June 30, 2007, we increased debt by $7.0 million, generated $400 thousand of funds from the issuance of common stock under stock option plans and utilized $400 thousand of cash on our balance sheet to fund our operations and purchase $7.8 million of capital assets. $3.4 million of the increase in debt related to equipment financing notes, which bears interest at fixed rates of interest ranging from 6.83% to 6.85%.


Working capital increased $9.3 million for the first six months of 2007 principally due to seasonable increases in accounts receivable, inventories and accounts payable and accrued expenses.  Capital expenditures for the six month period ended June 30, 2007 were $7.8 million while depreciation and amortization was $6.8 million.  We expect capital expenditures to be approximately $16.0 million for fiscal 2007 while depreciation and amortization is expected to be approximately $13.0 million.  Planned capital expenditures in 2007 primarily relate to new manufacturing technology and information systems.


On July 16, 2007, we amended our senior loan and security agreement to increase the level of "permitted purchase money debt" as defined in the loan agreement from $10.0 million to $20.0 million.  The other provisions in the loan agreement remain unchanged.


The unused borrowing capacity under the senior loan and security agreement  was approximately $21.1 million at June 30, 2007.


We believe our operating cash flows and existing credit facilities are adequate to finance our anticipated liquidity requirements.


RECENT ACCOUNTING PRONOUNCEMENTS


In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements".  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  We do not expect the adoption of this statement to have a material effect on our financial statements.


In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities", including an amendment of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities".  SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The objective of SFAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  Eligible items for the measurement option include all recognized financial assets and liabilities except: investments in subsidiaries, interests in variable interest entities, obligations for pension benefits, assets and liabilities recognized under leases, deposit liabilities and financial instruments that are a component of shareholder's equity.  Also included are firm commitments that involve only financial instruments, nonfinancial insurance contracts and warranties and host financial instruments.


The Statement permits all entities to choose the fair value measurement option at specified election dates, after which the entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings, at each subsequent reporting date.  The fair value option may be applied instrument by instrument; however, the election is irrevocable and may apply only to entire instruments and not to portions of instruments.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  We are currently evaluating our options under this statement.


CERTAIN FACTORS AFFECTING THE COMPANY'S PERFORMANCE


In addition to the other information provided in this Report, the risk factors included in Item 1A should be considered when evaluating results of our operations, future prospects and an investment in shares of our Common Stock.  Any of these factors could cause our actual financial results to differ materially from our historical results, and could give rise to events that might have a material adverse effect on our business, financial condition and results of operations.


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Page 16



FORWARD-LOOKING INFORMATION


This Report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include the use of terms or phrases that include such terms as "expects," "estimated," "projects," "believes," "anticipates," "intends," and similar terms and phrases. Such terms or phrases relate to, among other matters, our future financial performance, business prospects, growth strategies or liquidity. The following important factors may affect our future results and could cause those results to differ materially from our historical results. These factors include, in addition to those detailed above under the heading "Certain Factors Affecting the Company's Performance", the cost and availability of capital and raw materials, transportation costs related to petroleum price levels, the cost and availability of energy supplies, the loss of a significant customer or group of customers, materially adverse changes in economic conditions generally in carpet, rug and floorcovering markets we serve and other risks detailed from time to time in our filings with the Securities and Exchange Commission.


ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk (Dollars in thousands)


The Company's earnings, cash flows and financial position are exposed to market risks relating to interest rates.  The Company minimizes its exposure to adverse changes in interest rates and manages interest rate risks inherent in funding the Company with debt through a risk management program that includes maintaining a mix of fixed and floating rate debt and the use of derivative financial instruments.


At June 30, 2007, the Company had an interest rate swap agreement applicable to its mortgage note payable. The agreement has a notional amount equal to the outstanding balance of the mortgage note ($6,657 at June 30, 2007) which expires in March of 2013.  Under the agreement, the Company pays a fixed rate of 4.54% of interest times the notional amount and receives in return an amount equal to a specified variable rate of interest times the same notional amount.  The swap agreement effectively fixes the interest rate on the mortgage note payable at 6.54%.


On October 11, 2005, the Company entered into an interest rate swap agreement with a notional amount of $30,000 through May 11, 2010.  Under the interest rate swap agreement, the Company pays a fixed rate of interest of 4.79% times the notional amount and receives in return an amount equal to a specified variable rate of interest times the same notional amount.  The interest rate swap agreement is linked to the Company's variable rate debt and is considered a highly effective hedge.


At June 30, 2007, $23,352, or approximately 24% of the Company's total debt, was subject to floating interest rates.  A 10% fluctuation in the variable interest rates applicable to this floating rate debt would have had an annual after-tax impact of approximately $106.


ITEM 4 - Controls and Procedures


Restatement - We amended and restated our Annual Report of on Form 10-K/A for the year ended December 30, 2006 and our Quarterly Reports on Form 10-Q/A for the quarterly periods ending July 1, 2006 and September 30, 2006 in response to comments from the Securities and Exchange Commission regarding our Annual Report on Form 10K for the fiscal year ended December 30, 2006.  See Note Q – “Restatement of Consolidated Financial Statements”, of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K/A for the fiscal year ended December 30, 2006, which fully describes the restatement of our previously issued financial statements to change the presentation of pension costs relating to our discontinued textile business in our Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the years ended December 31, 2006 and December 31, 2005 and of income tax payments related to the sale of a business in our Consolidated Statement of Cash Flows for the year ended December 25, 2004.  These changes in presentation had no impact on previously reported Net Income, Net Income per share, total cash flow, our Balance Sheets or stockholder’s equity.  These changes in presentation also did not affect compliance with our loan covenants or financial rewards granted to our associates and officers.


Evaluation of Disclosure Controls and Procedures.  We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13(a)-15(e) and 15(d)-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of June 30, 2007, the date of the financial statements included in this Form 10-Q (the “Evaluation Date”).  



Page 17




Public Company Accounting Oversight Board Auditing Standard No. 2 (“AS-2”) defines a material weakness over financial reporting as a significant deficiency or a combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.  AS-2 identifies certain circumstances that are to be regarded as a “significant deficiency” and as a “strong indicator” that a material weakness in internal control over financial reporting exists.  The restatement of previously issued financial statements to reflect the correction of an error is such an indicator, under AS-2.


In conducting our evaluation, we considered the provisions of AS-2, which identifies a restatement as a strong indicator of a material weakness in internal control over financial reporting.  We also considered the following additional factors: the facts underlying our original classification of the pension costs that were the subject of our restatement were disclosed in our consolidated financial statements and notes thereto, and our original classification of such pension costs and income tax payments were reviewed with and concurred in by Ernst & Young LLP, our independent registered public accounting firm.  Based on our evaluation on July 12, 2007, our CEO and CFO concluded that as AS-2 is currently interpreted, our restatement of previously issued financial statements must be considered, a material weakness in our internal control over financial reporting and our disclosure controls and procedures were not effective as of June 30, 2007.


Remediation of Material Weakness in Internal Control and Changes in Internal Control Over Financial Reporting


Subsequent to June 30, 2007, we remediated the material weakness described above by restating our financial statements as described above.  We continue to monitor new and emerging accounting guidance and industry interpretations to assist in our application of U. S. Generally Accepted Accounting Principles, and we will seek additional guidance regarding the accounting treatment of matters that, in our judgment, require such additional review.  Accordingly, we have remediated the material weakness in our internal control and our CEO and CFO have concluded that, as of date hereof, our disclosure controls and procedures and internal controls over financial reporting are effective.


No changes in our internal control over financial reporting occurred during the quarter covered by this report that materially affected, or are reasonably likely to affect, our internal control over financial reporting.


Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures, as well as diverse interpretation of U. S. Generally Accepted Accounting Principals by accounting professionals.. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  These inherent limitations are known features of the financial reporting process; therefore, it is not possible to design into the process safeguards to eliminate all risk.


PART II. OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1 - Legal Proceedings

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 1A - Risk Factors

 

 

 

 


In addition to the other information provided in this Report, the following risk factors should be considered when evaluating results of our operations, future prospects and an investment in shares of our Common Stock.  Any of these factors could cause our actual financial results to differ materially from our historical results, and could give rise to events that might have a material adverse effect on our business, financial condition and results of operations.


The floorcovering industry is cyclical and prolonged declines in residential or commercial construction activity or corporate remodeling and refurbishment could have a material adverse effect on our business.


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Page 18



The U.S. floorcovering industry is cyclical and is influenced by a number of general economic factors.  The floorcovering industry in general is dependent on residential and commercial construction activity, including new construction as well as remodeling. New construction is cyclical in nature. To a somewhat lesser degree, this also is true with residential and commercial remodeling.  A prolonged decline in any of these industries could have a material adverse effect on our business, financial condition and results of operations. The level of activity in these industries is significantly affected by numerous factors, all of which are beyond our control, including among others:


·

consumer confidence;
·

housing demand;
·

financing availability;
·

national and local economic conditions;
·

interest rates;
·

employment levels;
·

changes in disposable income;
·

commercial rental vacancy rates; and
·

federal and state income tax policies.

Our product concentration in the higher-end of the residential and commercial markets could significantly affect the impact of these factors on our business.


We face intense competition in our industry, which could decrease demand for our products and could have a material adverse effect on our profitability.


The floorcovering industry is highly competitive.  We face competition from a number of domestic manufacturers and independent distributors of floorcovering products and, in certain product areas, foreign manufacturers.  There has been significant consolidation within the floorcovering industry during recent years that has caused a number of our existing and potential competitors to be larger and have greater resources and access to capital than we do.  Maintaining our competitive position may require us to make substantial additional investments in our product development efforts, manufacturing facilities, distribution network and sales and marketing activities, which may be limited by our access to capital, as well as restrictions set forth in our credit facilities.  Competitive pressures may also result in decreased demand for our products and in the loss of market share.  In addition, we face, and will continue to face, pressure on sales prices of our products from competitors.  As a result of any of these factors, there could be a material adverse effect on our sales and profitability.


Raw material prices may increase.


The cost of raw materials has a significant impact on our profitability.  In particular, our business requires the purchase of large volumes of nylon yarn, synthetic backing, latex, and dyes.  Increases in the cost of these raw materials could materially adversely affect our business, results of operations and financial condition if we are unable to pass these increases through to our customers.  We believe we are successful in passing along raw material and other costs as they may occur; however, there can be no assurance that we will successfully recover such increases in cost.


Unanticipated termination or interruption of our arrangements with third-party suppliers of nylon yarn could have a material adverse effect on us.


Nylon yarn is the principal raw material used in our floorcovering products.  A significant portion of nylon yarn is purchased from one supplier.  We believe there are other sources of nylon yarns; however, an unanticipated termination or interruption of our supply arrangements could adversely affect our supply arrangements and could be material.


We may be responsible for environmental cleanup costs.


Various federal, state and local environmental laws govern the use of our facilities. These laws govern such matters as:

·

Discharges 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.


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Page 19



Our operations also are governed by laws relating to workplace safety and worker health, which, among other things, establish noise standards and regulate the use of hazardous materials and chemicals in the workplace.  We have taken, and will continue to take, steps to comply with these laws. If we fail to comply with present or future environmental or safety regulations, we could be subject to future liabilities.  However, we cannot insure that complying with these environmental or health and safety laws and requirements will not adversely affect our business, results of operations and financial condition.  Future laws, ordinances or regulations could give rise to additional compliance or remediation costs that could have a material adverse effect on our business, results of operations and financial condition.


Acts of Terrorism.


Our business could be materially adversely affected as a result of international conflicts or acts of terrorism.  Terrorist acts or acts of war may cause damage or disruption to our facilities, employees, customers, suppliers, and distributors, which could have a material adverse effect on our business, results of operations or financial condition.  Such conflicts also may cause damage or disruption to transportation and communication systems and to our ability to manage logistics in such an environment, including receipt of supplies and distribution of products.


Unanticipated Business Interruptions.


Our business could be adversely affected if a significant portion of our plant, equipment or operations were damaged or interrupted by a casualty, condemnation, utility service, work stoppage or other event beyond our control.  Such an event could have a material adverse effect on our business, results of operations and financial condition.


 

 

 

 

 

 

 

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

 

 

 

 

 

 

Item 3 - Defaults Upon Senior Securities

 

 

 

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

Item 4 - Submission of Matters to a Vote of Security Holders

 

 

 

(a)

The annual meeting of shareholders was held on May 2, 2007.

 

 

 

 

 

 

 

 

(b)

The meeting was held to consider and vote upon the following proposals:  (1) to elect Directors for the following year.  All Directors were elected and with the results of the vote summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

FOR

AGAINST

ABSTAIN

TOTAL

 

 

J. Don Brock

27,864,913

612,619

92,503

28,570,035

 

 

Daniel K. Frierson

26,967,433

1,510,099

92,503

28,570,035

 

 

Paul K. Frierson

26,991,575

1,485,957

92,503

28,570,035

 

 

Walter W. Hubbard

28,390,081

87,451

92,503

28,570,035

 

 

Lowry F. Kline

28,421,228

56,304

92,503

28,570,035

 

 

John W. Murrey, III

27,996,010

481,522

92,503

28,570,035

 

 

 

 

 

 

 

 

Item 5 - Other Information

 

 

 

 

None.

 

 

 

 

 


Item 6 - Exhibits

 

 

 

(a)

Exhibits

 

 

 

 

(i)

Exhibits Incorporated by Reference

 

 

 

None

 

 

 

 

 

 

 

 

(ii)

Exhibits Filed with this Report

 

 

 

 

 

 

 

 

31.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

31.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

32.1

CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

 

32.2

CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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Page 20




SIGNATURES

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

 

       

 

 

       

 

 

 

THE DIXIE GROUP, INC.

 

       

(Registrant)

 

 

 

 

Date: August 8, 2007

      

By: /s/ GARY A. HARMON

 

 

Gary A. Harmon
Vice President and Chief Financial Officer

 

 

 

Date: August 8, 2007

 

By: /s/ D. EUGENE LASATER

 

 

D. Eugene Lasater
Controller


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Page 21