UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 28, 201925, 2021
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
dxyn-20211225_g1.jpg
The Dixie Group, Inc.
(Exact name of registrant as specified in its charter)
Tennessee62-0183370
(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 ClassName of each exchange on which registered
Common Stock, $3.00 par valueNASDAQ Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act:
Title of class
None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨ Yes þ No


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.  þ Yes ¨ No


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


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. þ


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨    Accelerated filer ¨        Non-accelerated filer ¨    Smaller reporting company þ


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


The aggregate market value of the Common Stock held by non-affiliates of the registrant on June 29, 201927, 2020 (the last business day of the registrant's most recently completed fiscal second quarter) was $7,846,814.$10,862,025. The aggregate market value was computed by reference to the closing price of the Common Stock on such date. In making this calculation, the registrant has assumed, without admitting for any purpose, that all executive officers, directors, and holders of more than 10% of a class of outstanding Common Stock, and no other persons, are affiliates. No market exists for the shares of Class B Common Stock, which is neither registered under Section 12 of the Act nor subject to Section 15(d) of the Act.


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

ClassOutstanding as of February 21, 202025, 2022
Common Stock, $3.00 Par Value14,983,01314,792,467 
shares
Class B Common Stock, $3.00 Par Value836,6691,004,975 
shares
Class C Common Stock, $3.00 Par Value0— 
shares


DOCUMENTS INCORPORATED BY REFERENCE


Specified portions of the following document are incorporated by reference:
Proxy Statement of the registrant for annual meeting of shareholders to be held May 6, 20204, 2022 (Part III).

Table of Contents1






THE DIXIE GROUP, INC.


Index to Annual Report
on Form 10-K for
Year Ended December 28, 2019

25, 2021
PART IPage
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.













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. Such statements include the use of terms or phrases such as "expects," "estimates," "projects," "believes," "anticipates," "intends," and similar terms and phrases. Such forward-looking statements 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 "Risk Factors" detailed in Item 1A of this report, and described elsewhere in this document, the cost and availability of capital, raw material and transportation costs related to petroleum price levels, the cost and availability of energy supplies, the loss of a significant customer or group of customers, the ability to attract, develop and retain qualified personnel, 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.









PART I.


Item 1.BUSINESS
Item 1.BUSINESS
 
General
 
Our business consists principally of marketing, manufacturing and selling floorcovering products to high-end residential and commercial customers through our various sales forces and brands. We focus exclusively on the upper-end of the floorcovering market where we believe we have strong brands and competitive advantages with our style and design capabilities and customer relationships. Our Fabrica, Masland, and Dixie Home brands have a significant presence in the high-end residential floorcovering markets. Our Atlas | Masland Contract brand participates in the upper-end specified commercial marketplace. Dixie International sells all of our brands outside of the North American market.


Our business is primarily concentratedparticipates in areas of themarkets for soft floorcovering marketsfloorcoverings, which include broadloom carpet carpet tiles and rugs.  However, overrugs, and hard surfaces, including luxurious vinyl flooring (LVF) and engineered wood. Over the past few years, there has been a significant shift in the flooring marketplace as hard surface products have grown at a rate much faster than soft surface products. We have responded to this accelerated shift to hard surface flooring by launching several initiatives in both our residential and commercial brands. Our commercial business offers luxury vinyl flooring (“LVF”) products under the Calibré brand in the commercial markets. Within the residential markets wehard surface offerings. We launched TRUCOR™
and TRUCOR Prime™ offering LVF products. In 20202021, we are increasing the numberexperienced significant growth in sales of items in our TRUCOR™ family of products by over 40%. We are featuring a new innovation in LVF tile with our “Integrated Grout Technology” where the locking system is engineered to simulate a real grout line. We are launching our new TRUCOR Prime™ WPC program, including 18 oversized planks, featuring our XXL plank, the longest and widest rigid core plank product on the market. We are expanding our Fabrica wood program with nine new products including European White Oak and American Hickory.Wood program. We continue to innovate in our soft floorcovering residential markets with around 50 new styles launching in 2020, including STAINMASTER®, EnVision 6,6™, and Strongwool. We continue to be a leading manufacturer in STAINMASTER® carpet and are proud to launch some of the most unique and beautiful STAINMMASTER® products on the market. We are diversifying our product offering with our new EnVision 6,6™ program. We are featuring a patent pending yarn innovation, Colorplay, in a new PetProtect® product named Grace, in our Masland product line. This Colorplay innovation gives us a unique color story for solution dyed nylon, with natural striations across 16 different colors. We are very excited about a new tufting technology, “TECHnique”, which is being showcased in our Masland and Fabrica lines. TECHnique delivers a woven visual with a crisp clean finishbeautiful patterns through precise yarn placement and products that are more work of art than floor covering. In the soft floorcovering commercial market, we have introduced one of the most unique innovations: Crafted Collection with Sustaina™ backing. This environmentally conscious and installer friendly product line comes in a beautiful set of patterns. The Sustaina™ modular tile backing system is a PVC and polyurethane free cushion modular carpet tile backing with very high recycled content.control at each needle.


We have one reportable segment, Floorcovering, which is comprised of two operating segments, Residential and Commercial. We have aggregated the two operating segments into one reporting segment because they have similar economic characteristics, and the operating segments are similar in all of the following areas: (a) the nature of the products and services; (b) the nature of the production processes; (c) the type or class of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment.Floorcovering.


Our Brands


Our brands are well known, highly regarded and complementary; by being differentiated, we offer meaningful alternatives to the discriminating customer.


Fabrica markets and manufactures luxurious residential carpet, custom rugs, and engineered wood at selling prices that we believe are approximately five times the average for the residential soft floorcovering industry. Its primary customers are interior decorators and designers, selected retailers and furniture stores, luxury home builders and manufacturers of luxury motor coaches and yachts. Fabrica is among the leading premium brands in the domestic marketplace and is known for styling innovation and unique colors and patterns. Fabrica consists of extremely high quality carpets and area rugs in both nylon and wool, with a wide variety of patterns and textures. Fabrica is viewed by the trade as the premier quality brand for very high-end carpet and enjoys an established reputation as a styling trendsetter and a market leader in providing both custom and designer products to the very high-end residential sector.


Masland Residential, founded in 1866, markets and manufactures design-driven specialty carpets and rugs for the high-end residential marketplace. In addition, it offers luxury vinyl flooring products to the marketplace it serves. Its residential and commercial broadloom carpet products are marketed at selling prices that we believe are over three times the average for the residential soft floorcovering industry. Its products are marketed through the interior design community, as well as to consumers through specialty floorcovering retailers. Masland Residential has strong brand recognition within the upper-end residential market. Masland Residential competes through innovative styling, color, product design, quality and service.


Dixie Home provides stylishly designed, differentiated products that offer affordable fashion to residential consumers. Dixie Home markets an array of residential tufted broadloom carpet and rugs to selected retailers and home centers under the Dixie Home and private label brands. In addition, it offers luxury vinyl flooring products to the marketplace it serves. Its objective is to make the Dixie





Home brand the choice for styling, service and quality in the more moderately priced sector of the high-end residential market. Its products are marketed at selling prices which we believe average two times the soft floorcovering industry's average selling price.


Atlas | Masland Contract is our combined brand of the former Atlas Carpet Mills and Masland Contract. We strategically re-aligned our business in 2018 by merging the two brands into one cohesive operating unit with a broader array of products but a single management, marketing, back office, manufacturing and sales structure to serve the specified commercial marketplace.Its commercial products are marketed to the architectural and specified design community and directly to commercial end users, as well as to consumers through specialty floorcovering retailers. Atlas | Masland Contract also sells to the hospitality market with both custom designed and running line products. Utilizing computerized yarn placement technology, as well as offerings utilizing our state of the art Infinity tufting technology, this brand provides excellent service and design flexibility to the hospitality market serving upper-end hotels, conference centers and senior living markets. Its broadloom, rug product and luxury vinyl flooring offerings are designed for the interior designer in the upper-end of the hospitality market who appreciates sophisticated texture, color and patterns with excellent service. Atlas | Masland Contract has strong brand recognition within the upper-end contract market, and competes through innovative styling, color, patterns, quality and service.


Industry
 
We are a flooring manufacturer in an industry composed of a wide variety of companies from small privately held firms to large multinationals. In 2018,2020, according to the most recent information available, the U.S. floorcovering industry reported $27.2$26.6 billion in sales, updown approximately 5.7% over 2017's1.3% from 2019's sales of $25.7 billion.total. In 2018,2020, the primary categories of flooring in the U.S., based on sales dollars, were carpet and rug (43%), ceramic tile (14%), wood (13%(38%), luxury vinyl flooring (LVF) (20%), ceramic tile (13%), wood (13%), stone (7%), vinyl (7%(4%), stone (6%) and laminate and other (4%(5%). In 2018,2020, the primary categories of flooring in the U.S., based on square feet, were carpet and rug (48%), ceramic tile (14%), vinyl (12%(45%), luxury vinyl flooring (12%(LVF) (21%), ceramic tile (13%), vinyl (8%), wood (7%(6%), laminate (4%), and stone and other (3%). Each of these categories is influenced by the residential construction, commercial construction, and residential remodeling markets. These markets are influenced by many factors including consumer confidence, spending for durable goods, turnover in housing and the overall strength of the economy.





The carpet and rug category has two primary markets, residential and commercial, with the residential market making up the largest portion of the industry's sales. A substantial portion of industry shipments is made in response to replacement demand. Residential products consist of broadloom carpets and rugs in a broad range of styles, colors and textures. Commercial products consist primarily of broadloom carpet and modular carpet tile for a variety of institutional applications such as office buildings, restaurant chains, schools and other commercial establishments. The carpet industry also manufactures carpet for the automotive, recreational vehicle, small boat and other industries.


The Carpet and Rug Institute (the "CRI") is the national trade association representing carpet and rug manufacturers. Information compiled by the CRI suggests that the domestic carpet and rug industry is comprised of fewer than 100 manufacturers, with a significant majority of the industry's production concentrated in a limited number of manufacturers focused on the lower end of the price curve. We believe that this industry focus provides us with opportunities to capitalize on our competitive strengths in selected markets where innovative styling, design, product differentiation, focused service and limited distribution add value.
 
Competition
 
The floorcovering industry is highly competitive. We compete with other carpet, rug and hard surface manufacturers. In addition, the industry provides multiple floorcovering surfaces such as luxury vinyl tile and wood. Though soft floorcovering is still the dominant floorcovering surface, it has gradually lost market share to hard floorcovering surfaces over the last 25 years. We believe our products are among the leaders in styling and design in the high-end residential and high-end commercial carpet markets. However, a number of manufacturers produce competitive products and some of these manufacturers have greater financial resources than we do.


We believe the principal competitive factors in our primary floorcovering markets are styling, color, product design, quality and service. In the high-end residential and commercial markets, we compete with various other floorcovering suppliers. Nevertheless, we believe we have competitive advantages in several areas. We have an attractive portfolio of brands that we believe are well known, highly regarded by customers and complementary; by being differentiated, we offer meaningful alternatives to the discriminating customer. We believe our investment in new yarns such as Stainmaster's® LiveWell™ and PetProtect™, and innovative tufting and dyeing technologies, strengthens our ability to offer product differentiation to our customers. In addition, we have established longstanding relationships with key suppliers such as the providers of Stainmaster® for which we utilize both branded yarns and luxury vinyl flooring and with significant customers in most of our markets. Finally, our reputation for innovative design excellence and our experienced management team enhance our competitive position. See "Risk Factors" in Item 1A of this report.
 
Backlog
 
Sales order backlog is not material to understanding our business, due to relatively short lead times for order fulfillment in the markets for the vast majority of our products.
 





Trademarks
 
Our floorcovering businesses own a variety of trademarks under which our products are marketed.  Among such trademarks, the names "Fabrica", "Masland", "Dixie Home", "Atlas", “Masland Contract” and "Masland Hospitality"TRUCOR™ are of greatest importance to our business. We believe that we have taken adequate steps to protect our interest in all significant trademarks.
 
Customer and Product Concentration
 
As a percentage of our net sales, one customer, a mass merchant, accounted for approximately 11%9% in 2019, 13%2021 and 9% in 2018, and 14% in 20172020 and as a percentage of our customer's trade accounts receivable, accounted for approximately 18%20% in 20192021 and 34%23% in 2018.2020. No other customer was more than 10 percent of our sales during the periods presented. During 2019,2021, sales to our top ten customers accounted for approximately 15%13% of our sales and our top 20 customers accounted for approximately 18%16% of our sales. We do not make a material amount of sales in foreign countries.


We do not have any single class of products that accounts for more than 10 percent10% of our sales. However, sales of our floorcovering products may be classified by significant end-user markets into which we sell, and such information for the past three years is summarized as follows:

 2019
 2018
 2017
Residential floorcovering products72% 72% 68%
Commercial floorcovering products28% 28% 32%


Seasonality
 
Our sales historically have normally reached their lowest level in the first quarter, (approximately 24% of our annual sales), with the remaining sales being distributed relatively equally among the second, third and fourth quarters. During 2020, primarily as a result of the COVID-19 pandemic, our sales reached their lowest level in the second quarter (approximately 19% of our annual sales) with the remaining sales being distributed relatively equally among the first, third and fourth quarters. Working capital requirements have normally reached their highest levels in the third and fourth quarters of the year.


Environmental
 
Our operations are subject to federal, state and local laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. The costs of complying with environmental protection laws and



regulations have not had a material adverse impact on our financial condition or results of operations in the past. See "Risk Factors” in Item 1A of this report.


Raw Materials
 
Our primary raw material is bulk continuous filament for yarn. Nylon is the primary yarn we utilize and, to a lesser extent, wool and polyester yarn is used. Additionally, we utilize polypropylene carpet backing, latex, dyes and chemicals, and man-made topical applications in the construction of our products.products.The volatility of petroleum prices could adversely affect our supply and cost of synthetic fibers. Our synthetic yarns are purchased primarily from domestic fiber suppliers and wool is purchased from a number of international sources. Our other raw materials are purchased primarily from domestic suppliers, although the majority of our luxury vinyl tile is sourced outside the United States. Where possible, we pass raw material price increases through to our customers; however, there can be no assurance that pricecost increases can be passed through to customers and that increases in raw material prices will not have an adverse effect on our profitability. See "Risk Factors” in Item 1A of this report. We purchase a significant portion of our primary raw material (nylon yarn) from one supplier. We believe thereThere are othermultiple sources of nylon yarn; however, an unanticipated termination or interruption of our supply arrangements could adversely affect our supplies of raw materials and could have a material effect on our operations. See "Risk Factors” in Item 1A of this report.
 
Utilities
 
We use electricity as our principal energy source, with oil or natural gas used in some facilities for dyeing and finishing operations as well as heating. We have not experienced any material problem in obtaining adequate supplies of electricity, natural gas or oil. Energy shortages of extended duration could have an adverse effect on our operations, and price volatility could negatively impact future earnings. See "Risk Factors” in Item 1A of this report.
 
Working Capital
 
We are required to maintain significant levels of inventory in order to provide the enhanced service levels demanded by the nature of our business and our customers, and to ensure timely delivery of our products. Consistent and dependable sources of liquidity are required to maintain such inventory levels. Failure to maintain appropriate levels of inventory could materially adversely affect our relationships with our customers and adversely affect our business. See "Risk Factors” in Item 1A of this report.
 





Employment Level
 
At December 28, 2019,25, 2021, we employed 1,5261,322 associates in our operations.


Available Information
 
Our internet address is www.thedixiegroup.com. We make the following reports filed by us with the Securities and Exchange Commission available, free of charge, on our website under the heading "Investor Relations":
 
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.
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.
 
The contents of our website are not a part of this report.


Item 1A. RISK FACTORSRisk Factors


In addition to the other information provided in this Report, the following risk factors should be considered when evaluating the 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.
 



Our financial condition and results or operations have been and will likely continue to be adversely impacted by the COVID-19 pandemic and the related downturn in economic conditions.

The COVID-19 pandemic continues to impact areas where we operate and sell our products and services. The COVID-19 outbreak in the second quarter of 2020 had a material adverse effect on our ability to operate and our results of operations as public health organizations recommended, and many governments implemented, measures to slow and limit the transmission of the virus, including shelter in place and social distancing ordinances. Although the accessibility of vaccines and other preventive measures have lessened the impact, a new variant may necessitate a return of such restrictive, preventive measures which may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, disruptions to the businesses of our selling channel partners, and others. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain as well as decreased construction and renovation spending and consumer demand for our products and services. These issues may also materially affect our current and future access to sources of liquidity, particularly our cash flows from operations, and access to financing. The long-term economic impact and near-term financial impacts of the COVID-19 pandemic, including but not limited to, potential near term or long-term risk of asset impairment, restructuring, and other charges, cannot be reliably quantified or estimated at this time due to the uncertainty of future developments.

The floorcovering industry is sensitive to changes in general economic conditions and a decline in residential or commercial construction activity or corporatehome remodeling and refurbishment could have a material adverse effect on our business.


The floorcovering industry, in which we participate, is highly dependent on general economic conditions, such as consumer confidence and income, corporate and government spending, interest rate levels, availability of credit and demand for housing. We derive a majority of our sales from the replacement segment of the market. Therefore, economic changes that result in a significant or prolonged decline in spending for remodeling and replacement activities could have a material adverse effect on our business and results of operations.


The residential floorcovering industrymarket is highly dependent on constructionhousing activity, including new construction, which is cyclical in nature.remodeling. The U.S. and global economies, along with the residential and commercial markets in such economies, can negatively impact the floorcovering industry and our business. Although the impact of a decline in new constructionhousing activity is typically accompanied by an increase in remodeling and replacement activity, these activities typically lag during a cyclical downturn. Although the difficult economic conditions have improved since the last cyclical downturn in 2008, there may be additionalAdditional or extended downturns that could cause the industry to deteriorate in the foreseeable future.prolonged deterioration. A significant or prolonged decline in residential or commercial constructionhousing activity could have a material adverse effect on our business and results of operations.


We have significant levels of sales in certain channels of distribution and reduction in sales through these channels could adversely affect our business.


A significant amount of our sales are generated through a certain mass merchant retailer. A significant reduction of sales through this channel could adversely affect our business. Such a shift could occur if this retailer decided to reduce the amount of emphasis on soft surface flooring or determine that our concentration of better goods was not advantageous to their marketing program. We have seen a change in strategy by this customer to emphasize products at a lower price point than we currently offer.offer will limit future sales opportunities with this customer. The reductions of sales through this channel could adversely affect our business if we are not able to replace the volume through other sales outlets and product offerings. The impact of the event has been minimized due to minimal margins on sales through this channel due to price pressure from the retailer and increased raw material costs for our products. We expect to be able to utilize the production capacity made available to help fulfill the current high demand for residential products.


We have significant levels of indebtedness that could result in negative consequences to us.


We have a significant amount of indebtedness relative to our equity. Insufficient cash flow, profitability, or the value of our assets securing our loans could have a material adverse effect on our ability to generate sufficient funds to satisfy the terms of our senior loan agreements and other debt obligations. Additionally, the inability to access debt or equity markets at competitive rates in sufficient amounts to satisfy our obligations could adversely impact our business. Further, our trade relations depend on our economic viability and insufficient capital could harm our ability to attract and retain customers and or supplier relationships.


Uncertainty in the credit market or downturns in the economy and our business could affect our overall availability and cost of credit.


Uncertainty in the credit markets could affect the availability and cost of credit. Despite recent improvement in overall economic conditions, marketMarket conditions could impact our ability to obtain financing in the future, including any financing necessary to refinance existing indebtedness. The cost and terms of such financing is uncertain. Continued operating losses could affect our ability to continue to access the credit markets under our current terms and conditions. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and operating results.






If our stock price were to fall below $1.00 for an extended time, our common stock may be subject to delisting from The NASDAQ Stock Market.
NASDAQ Marketplace Rule 5550(a)(2) requires that, for continued listing on the exchange, we must maintain a minimum bid price of $1 per share. Should the price of our stock close below $1 per share for 30 consecutive business days we will have 180 days to bring the price per share up above $1. If we are not able stay in compliance with the relevant NASDAQ bid price listing rule, there is a risk that our common stock may be delisted from NASDAQ, which would adversely impact liquidity of our common stock and potentially result in even lower bid process for our common stock.


Our stock price has been and could remain volatile, which could further adversely affect the market price of our stock, our ability to raise additional capital and/or cause us to be subject to securities class action litigation.
 
The market price of our common stock has historically experienced and may continue to experience significant volatility. Our progress in restructuring our business, our quarterly operating results, our perceived prospects, lack of securities analysts’



recommendations or earnings estimates, changes in general conditions in the economy or the financial markets, adverse events related to our strategic relationships, significant sales of our common stock by existing stockholders, and other developments affecting us or our competitors could cause the market price of our common stock to fluctuate substantially. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has affected the market prices of securities issued by many companies for reasons unrelated to their operating performance and may adversely affect the price of our common stock. Such market price volatility could adversely affect our ability to raise additional capital. In addition, we may be subject to securities class action litigation as a result of volatility in the price of our common stock, which could result in substantial costs and diversion of management’s attention and resources and could harm our stock price, business, prospects, results of operations and financial condition.condition


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. Significant consolidation within the floorcovering industry has caused a number of our existing and potential competitors to grow significantly larger and have greater access to resources and 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. These additional investments may be limited by our access to capital, as well as restrictions set forth in our credit facilities. Competitive pressures and the accelerated growth of hard surface alternatives, have resulted in decreased demand for our soft floorcovering products and in the loss of market share to hard surface products. As a result, competition from providers of other soft surfaces has intensified and may result in decreased demand for our products. In addition, we face, and will continue to face, competitive pressures on our sales price and cost of our products. As a result of any of these factors, there could be a material adverse effect on our sales and profitability.


If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products, we may not be able to maintain or increase our net revenues and profitability.


Our success depends on our ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. In addition, long lead times for certain products may make it hard for us to quickly respond to changes in consumer demands. Recently we have seen the supply of white dyeable yarns for the commercial business decline and that has forced us to transition to new products faster than was originally intended. If we fail to successfully replace those products with equally desirable products to the marketplace, we will lose sales volume. Our newNew products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of flooring products or away from these types of products altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales and excess inventory levels, which could have a material adverse effect on our financial condition.


Raw material prices may vary and the inability to either offset or pass on such cost increases or avoid passing on decreases larger than the cost decrease to our customers could have a material adverse effect on our business, results of operations and financial condition.
We require substantial amounts of raw materials to produce our products, including nylon and polyester yarn, as well as wool yarns, synthetic backing, latex, and dyes. Substantially all of the raw materials we require are purchased from outside sources. The prices of raw materials and fuel-related costs vary significantly with market conditions. The fact that we source a significant amount of raw materials means that several months of raw materials and work in process are moving through our supply chain at any point in time. We are sourcing the majority of our new luxury vinyl flooring and wood product lines from overseas. We are not able to predict whether commodity costs will significantly increase or decrease in the future. If commodity costs increase in the future and we are not able to reduce or eliminate the effect of the cost increases by reducing production costs or implementing price increases, our





profit margins could decrease. If commodity costs decline, we may experience pressures from customers to reduce our selling prices. The timing of any price reductions and decreases in commodity costs may not align. As a result, our margins could be affected.


Unanticipated termination or interruption of our arrangements with third-partyDisruption to suppliers of nylon yarnraw materials could have a material adverse effect on us.


Nylon yarn is the principal raw material used in our floorcovering products. A significant portion of such yarn ishas historically been purchased from one supplier. OurThis yarn supplier iswas one of the leading fiber suppliers within the industry and ishad been the exclusive supplier of certain innovative branded fiber technology upon which we rely.formerly relied. Access to these branded fibers is no longer available. We believehave developed and are developing products and product offerings that use other fiber systems, but there can be no certainty that we will be successful in our offeringsefforts to develop and market such products. Additionally, the supply of this innovative fiber technology contribute materially to the competitivenessall nylon yarn and yarn systems has been negatively impacted by a variety of our products. While we believe there are other sourcesoverall market factors. The cost of nylon yarns an unanticipated termination or interruptionhas risen significantly and availability of nylon yarns has been restricted. Our efforts to develop alternate sources and to diversify our currentyarn suppliers has been accelerated and has met with some success to date; however, continued supply of branded nylon yarn could have a material adverse effect onconstraints may impact our ability to supplysuccessfully develop products and effectively service our products to our customers and have a material adverse impact on our competitiveness if we are unable to replace our nylon supplier with another supplier that can offer similar innovative and branded fiber products. We have had a disruption in our supply of white dyeable yarns for the commercial market place which has resulted in our taking additional charges for the write down of certain inventories. . An interruption in the supply of these or other raw materials or sourced products used in our business or in the supply of suitable substitute materials or products would disrupt our operations, which could have a material adverse effect on our business. We continually evaluate our sources of yarn and other raw materials for competitive costs, performance characteristics, brand value, and diversity of supply.




We rely on information systems in managing our operations and any system failure or deficiencies of such systems may have an adverse effect on our business.


Our businesses rely on sophisticated systems to obtain, rapidly process, analyze and manage data. We rely on these systems to, among other things, facilitate the purchase, manufacture and distribution of our products; receive, process and ship orders on a timely basis; and to maintain accurate and up-to-date operating and financial data for the compilation of management information. We rely on our computer hardware, software and network for the storage, delivery and transmission of data to our sales and distribution systems, and certain of our production processes are managed and conducted by computer. Any damage by unforeseen events or system failure which causes interruptions to the input, retrieval and transmission of data or increase in the service time, whether caused by human error, natural disasters, power loss, computer viruses, intentional acts of vandalism, various forms of cybercrimes including and not limited to hacking, ransomware, intrusions and malware or otherwise, could disrupt our normal operations. ThereDepending upon the severity of the incident, there can be no assurance that we can effectively carry out our disaster recovery plan to handle thea failure of our information systems, or that we will be able to restore our operational capacity within sufficient time to avoid material disruption to our business. The occurrence of any of these events could cause unanticipated disruptions in service, decreased customer service and customer satisfaction and harm to our reputation, which could result in loss of customers, increased operating expenses and financial losses. Any such events could in turn have a material adverse effect on our business, financial condition, results of operations, and prospects.


On April 17, 2021, we detected a ransomware attack on portions of our information technology systems. We initiated recovery efforts and implemented additional security measures in response. Despite the best efforts toward the security of computer networks, all companies are subject to such attacks by cyber criminals as they become more frequent and their ability to circumvent security measures become more sophisticated.

The long-term performance of our business relies on our ability to attract, develop and retain qualified personnel.


To be successful, we must attract, develop and retain qualified and talented personnel in management, sales, marketing, product design and operations. We compete with other floorcovering companies for these employees and invest resources in recruiting, developing, motivating and retaining them. The failure to attract, develop, motivate and retain key employees could negatively affect our business, financial condition and results of operations.


We are subject to various governmental actions that may interrupt our supply of materials.


We import most of our luxury vinyl flooring ("LVF"), some of our wood offering, some of our rugs and broadloom offerings. Though currently a small part of our business, the growth in LVF products is an important product offering to provide our customers a complete selection of flooring alternatives. Recently there have been trade proposals that threatened these product categories with added tariffs which would make our offerings less competitive compared to those manufactured in other countries or produced domestically. These proposals, if enacted, or if expanded, or imposed for a significant period of time, would materially interfere with our ability to successfully enter into these product categories and could have a material adverse effect upon the company's cost of goods and results of operations. Further, our suppliers have experienced disruptions relative to actions taken by the Chinese government to control the COVID-19 coronavirus.


We may experience certain risks associated with internal expansion, acquisitions, joint ventures and strategic investments.


We continually look for strategic and tactical initiatives, including internal expansion, acquisitions and investment in new products, to strengthen our future and to enable us to return to sustained growth and to achieve profitability. Growth through expansion and acquisition involves risks, many of which may continue to affect us after the acquisition or expansion. An acquired company, operation or internal expansion may not achieve the levels of revenue, profitability and production that we expect. The combination of an acquired company’s business with ours involves risks. Further, internally generated growth that involves expansion involves risks as well. Such risks include the integration of computer systems, alignment of human resource policies and the retention of valued talent. Reported earnings may not meet expectations because of goodwill and intangible asset impairment, other asset impairments, increased interest costs and issuance of additional securities or debt as a result of these acquisitions. We may also face challenges





in consolidating functions and integrating our organizations, procedures, operations and product lines in a timely and efficient manner.


The diversion of management attention and any difficulties encountered in the transition and integration process could have a material adverse effect on our revenues, level of expenses and operating results. Failure to successfully manage and integrate an acquisition with our existing operations or expansion of our existing operations could lead to the potential loss of customers of the acquired or existing business, the potential loss of employees who may be vital to the new or existing operations, the potential loss of business opportunities or other adverse consequences that could have a material adverse effect on our business, financial condition and results of operations. Even if integration occurs successfully, failure of the expansion or acquisition to achieve levels of anticipated sales growth, profitability or productivity, or otherwise perform as expected, may have a material adverse effect on our business, financial condition and results of operations.



We are subject to various environmental, safety and health regulations that may subject us to costs, liabilities and other obligations, which could have a material adverse effect on our business, results of operations and financial condition.


We are subject to various environmental, safety and health and other regulations that may subject us to costs, liabilities and other obligations which could have a material adverse effect on our business. The applicable requirements under these laws are subject to amendment, to the imposition of new or additional requirements and to changing interpretations of agencies or courts. We could incur material expenditures to comply with new or existing regulations, including fines and penalties and increased costs of our operations. Additionally, future laws, ordinances, regulations or regulatory guidelines 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. For example, producer responsibility regulations regarding end-of-life disposal could impose additional cost and complexity to our business.


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


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.


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 ensure that complying with these environmental or health and safety laws and requirements will not adversely affect our business, results of operations and financial condition.


We may be exposed to litigation, claims and other legal proceedings in the ordinary course of business relating to our products or business, which could have a material adverse effect on our business, results of operations and financial condition.


In the ordinary course of business, we are subject to a variety of work-related and product-related claims, lawsuits and legal proceedings, including those relating to product liability, product warranty, product recall, personal injury, and other matters that are inherently subject to many uncertainties regarding the possibility of a loss to our business. Such matters could have a material adverse effect on our business, results of operations and financial condition if we are unable to successfully defend against or resolve these matters or if our insurance coverage is insufficient to satisfy any judgments against us or settlements relating to these matters. Although we have product liability insurance, the policies may not provide coverage for certain claims against us or may not be sufficient to cover all possible liabilities. Further, we may not be able to maintain insurance at commercially acceptable premium levels. Additionally, adverse publicity arising from claims made against us, even if the claims are not successful, could adversely affect our reputation or the reputation and sales of our products.


Our business operations could suffer significant losses from natural disasters, pandemics, catastrophes, fire or other unexpected events.


Many of our business activities involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations. These facilities could be materially damaged by natural disasters, such as floods, tornadoes, hurricanes and earthquakes, or by fire or other unexpected events such as adverse weather conditions or other disruptions to our facilities, supply chain or our customer's facilities. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition and results of operations.


Our operations, suppliers, customers and the consumers and markets they serve could be disrupted by a pandemic, such as the COVID-19 coronavirus. Such a pandemic could adversely impact our business, directly or indirectly, through market disruption, supply chain interruption or reduced demand for our products. Our suppliers for a portion of our hard surface products have experienced disruptions in operations as a result of the COVID-19 coronavirus.









Item 1B.UNRESOLVED STAFF COMMENTS

Item 1B.UNRESOLVED STAFF COMMENTS

None.





Item 2.PROPERTIES

Item 2.    PROPERTIES

The following table lists our facilities according to location, type of operation and approximate total floor space as of February 21, 2020:
25, 2022:
LocationType of OperationApproximate Square Feet
Administrative:
Saraland, AL*Administrative29,000
Santa Ana, CA*Administrative4,000
Calhoun, GAAdministrative10,600
Dalton, GA*Administrative50,800
Total Administrative94,400
Manufacturing and Distribution:
Atmore, ALCarpet Manufacturing, Distribution610,000
Roanoke, ALCarpet Yarn Processing204,000
Saraland, AL*Carpet, Rug and Tile Manufacturing, Distribution384,000
Porterville, CA*Carpet Yarn Processing249,000
Santa Ana, CA*Carpet and Rug Manufacturing, Distribution200,000
Adairsville, GASamples and Rug Manufacturing, Distribution292,000
Calhoun, GA *Distribution99,000
Calhoun, GACarpet Dyeing & Processing193,300
Eton, GACarpet Manufacturing, Distribution408,000
Dalton, GA*Samples Warehouse and Distribution40,000
Total Manufacturing and Distribution2,679,3002,580,300 
* Leased propertiesTOTAL2,773,7002,674,700 


In addition to the facilities listed above, we lease a small amount of office space in various locations.


In our opinion, our manufacturing facilities are well maintained and our machinery is efficient and competitive. Operations of our facilities generally vary between 120 and 168 hours per week. Substantially all of our owned properties are subject to mortgages, which secure the outstanding borrowings under our senior credit facilities.




Item 3.LEGAL PROCEEDINGS
Item 3.     LEGAL PROCEEDINGS
We have been sued, together with 3M Company and approximately 30 other named defendants and unnamed "fictitious defendants" including various carpet manufacturers and suppliers, in four lawsuits whereby the plaintiffs seek monetary damages and injunctive relief related to the manufacture, supply, and/or use of certain chemical products in the manufacture, finishing, and treatment of carpet products in the Dalton, Georgia area. These chemical products allegedly include without limitation perflourinated compounds ("PFC") such as perflourinated acid ("PFOA") and perfluorooctane sulfonate ("PFOS"). In each lawsuit, the plaintiff(s) allegesalleged that, as a consequence of these actions, these chemical compounds dischargehave discharged or leachleached into the water systems around Dalton and then flow into the waters in or near the water bodies from which the plaintiff(s) draw for drinking water.
Two of these lawsuits were filed in Alabama. The first lawsuit in Alabama was filed on September 22, 2016 by The Water Works and Sewer Board of the City of Gadsden (Alabama) in the Circuit Court of Etowah County, Alabama (styled The Water Works and Sewer Board of the City of Gadsden v. 3A13M Company, et al., Civil Action No. 31-CV-2016-900676.00). The second lawsuit in Alabama was filed on May 15, 2017 by The Water Works and Sewer Board of the Town of Centre (Alabama) in the Circuit ComiCourt of Cherokee County, Alabama (styled The Water Works and Sewer Board of the Town of Centre v. 3M Company, et al., Civil Action No. 13-CV- 2017-900049.00). In each of these AlabamaThese lawsuits have been settled upon payment to the plaintiff seeks damages that include but are not limited to the expenses associated with the future installation and operation of a filtration system capable of removing from the water the chemicals that are allegedly present as a result of the manufacturing and treatment process described above. Each plaintiff requests a jury trial, does not specify an amount of damages other than an assertion that its damages exceed $10,000.00, and requestssum deemed to be immaterial. Both lawsuits have been dismissed.






injunctive relief. We have answered the complaint in each of these lawsuits, intend to defend those matters vigorously, and are unable to estimate our potential exposure to loss, if any, for these lawsuits at this time.
The other two lawsuits were filed in Georgia. The first lawsuit in Georgia was filed on November 19, 2019 by the City of Rome (Georgia) in the Superior Court of Floyd County, Georgia (styled The City of Rome, Georgia v. 3A13M Company, et al., No. 19CV02405JFL003). The plaintiff in that case also seeks damages that include without limitation the expenses associated with the future installation and operation of a filtration system capable of removing from the water the chemicals that are allegedly present as a result of the manufacturing and treatment process described above. The plaintiff requests a jury trial and also seeks injunctive relief. While the amount of damages is unspecified, the plaintiff asserts it has spent "tens of millions" to remove the chemicals from the county's water supply and will incur additional costs related to removing such chemicals in the future. We have answered the complaint, intend to defend the matter vigorously, and are unable to estimate our potential exposure to loss, if any, at this time.
The second lawsuit in Georgia was originally filed on November 26, 2019 and is presented as a class action lawsuit by and on behalf of a class of persons who obtain drinking water from the City of Rome, Georgia and the Floyd County Water Department (and similarly situated persons) (generally, for these purposes, residents of Floyd County) (styled Jarrod Johnson v. 3M Company, et al., Civil Action No. 19-CV-02448-JFL-003) (the "Class Action Lawsuit"). The plaintiffs in this case allege their damages include without limitationOn January 10, 2020, the surcharges incurredClass Action Lawsuit was removed to the United States District Court for the costsNorthern District of partially filtering the chemicals from their drinking water. The Complaint requests a jury trial and asserts damages unspecified in amount, in addition to requests for injunctive relief.
The Canyons Grand Summit Resort Hotel Owner's Association, Inc. has filed a lawsuit against us in the state of UtahGeorgia, Rome Division (styled The Canyons Grand Summit Resort Hotel Owners Association, Inc.Jarrod Johnson v. The Dixie Group Inc. dba Masland Contract Carpet, in the Third District Court, State of Utah, Summit County, Silver Summit Department, Civil No. 190500139) regarding a large quantity of carpet purchased for a hotel. The claim asserts that we manufactured and delivered carpet that did not meet the proper specifications. The plaintiff seeks damages "in an amount not less than $500,000" and does not request a jury trial. We have answered the complaint, intend to defend the matter vigorously, and are unable to estimate our potential exposure to loss, if any, at this time.
On November 16, 2018 the Superior Court of the State of California granted preliminary approval of a class action settlement in the matter of Carlos Garcia v. Fabrica International, Inc. et al Orange County Superior Court Case No. 30-2017-00949461-CU-OE-CXC. The court further approved the procedures for Settlement Class Members to opt-out of or object to the Settlement. The terms of the settlement provide that Fabrica, a wholly owned subsidiary of ours, has agreed to pay $1,514,000 (the “Gross Settlement Amount”) to fully resolve all claims in the Lawsuit, including payments to Settlement Class Members, Class Counsel’s attorneys’ fees and expenses, settlement administration costs, and the Class Representative’s Service Award. The amount of the proposed settlement was recorded during the quarter ended June 30, 2018. The deadline for class members to opt-out was February 1, 2019. The deadline for the plaintiff to file a motion for final approval of the class action settlement was March 29, 2019. The final fairness hearing took place on April 12, 2019 with final approval being granted. The payment of the settlement occurred in October, 2019.
We are one of multiple parties to three lawsuits filed in Madison County Illinois, styled Brenda Bridgeman, Individually and as Special Administrator of the Estate of Robert Bridgeman, Deceased, vs. American Honda Motor Co., Inc., f/k/a Metropolitan Life Insurance Co., et al No. 15-L-374, styled Charles Anderson, Pltf., vs. 3M Company, et al Civil Action No. 17-L-5254:20-CV-0008-AT). We agreed to settle and styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2. All threeobtain



dismissal of these lawsuits entailshortly after the end of the third quarter of 2021 upon payment of a claim for damagessum to the plaintiff in the City of Rome matter. We deem the sum of the payment to be determined in excess of $50,000 filed on behalf of either a former employee orimmaterial to the estate of an individual which alleges that the deceased contracted mesothelioma as a result of exposure to asbestos while employed by us. Discovery in each matter is ongoing, and a tentative trial date has been set for oneCompany. Delivery of the cases. We have denied liability, are defendingsettlement agreement and dismissal of each of the matters vigorously and are unable to estimate our potential exposure to loss, if any, at this time. In August of 2017, the lawsuit styled Sandra D. Watts, Individually and as Special Administrator of the Estate of Dianne Averett, Deceased vs. 4520 Corp., Inc. f/k/a Benjamin F. Shaw Company, et al No. 12-L-2032 was placed in the category of "special closed with settlements and bankruptcy claims pending" to all remaining defendants. In March 2018, the lawsuit styled Charles Anderson, Individually and as Special Administrator of the Estate of Charles Anderson, Deceased vs. 3M Company, et al, No. 17-L-525 was dismissed without prejudice. In October 2018, the lawsuit styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2 was dismissed without prejudice.is pending.
See Note 21 under the Notes to Consolidated Financial Statements for discussion of a series of workers compensation claims filed related to the closure of manufacturing facilities in California.

Item 4.MINE SAFETY DISCLOSURES

Item 4.    MINE SAFETY DISCLOSURES

Not applicable.









Pursuant to instruction G of Form 10-K the following is included as an unnumbered item to PART I.


EXECUTIVE OFFICERS OF THE REGISTRANT


The names, ages, positions and offices held by the executive officers of the registrant as of February 21, 2020, are25, 2022, are listed below along with their business experience during the past five years.

Name, Age and PositionBusiness Experience During Past Five Years
Name, Age and PositionBusiness Experience During Past Five Years
Daniel K. Frierson, 78
80
Chairman of the Board, and Chief Executive Officer, Director
Director since 1973, Chairman of the Board since 1987 and Chief Executive Officer since 1980. He is the Chairman of the Company's Executive Committee. He is past Chairman of The Carpet and Rug Institute. He serves as Director of Astec Industries, Inc. headquartered in Chattanooga, Tennessee.
D. Kennedy Frierson, Jr., 52
54
Vice President and Chief Operating Officer, Director
Director since 2012 and Vice President and Chief Operating Officer since August 2009. Vice President and President Masland Residential from February 2006 to July 2009. President Masland Residential from December 2005 to January 2006. Executive Vice President and General Manager, Dixie Home, 2003 to 2005. Business Unit Manager, Bretlin, 2002 to 2003.
Allen L. Danzey, 50
52
Chief Financial Officer
Chief Financial Officer since January 2020. Director of Accounting from May 2018 to December 2019. Commercial Division Controller from July 2009 to May 2018. Residential Division Controller and Senior Accountant from February 2005 to July 2009.


Jon A. Faulkner, 59
Vice President Strategic Initiatives
Vice President Strategic Initiatives since January 2020. Vice President and Chief Financial Officer from October 2009 to December 2019. Vice President of Planning and Development from February 2002 to September 2009. Executive Vice President of Sales and Marketing for Steward, Inc. from 1997 to 2002.
Thomas M. Nuckols, 52
54
Vice President and President, Dixie Residential
Vice President and President of Dixie Residential since November 2017. Executive Vice President, Dixie Residential from February 2017 to November 2017. Dupont/Invista, from 1989 to 2017, Senior Director of Mill Sales and Product Strategy from 2015 to 2017.
W. Derek Davis, 69
71
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.


The executive officers of the registrant are generally elected annually by the Board of Directors at its first meeting held after each annual meeting of our shareholders.









PART II.


Item 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock trades on the NASDAQ Global Market under the symbol DXYN. No market exists for our Class B Common Stock.


As of February 21, 2020,25, 2022, the total number of holders of our Common Stock was approximately 2,8004,445 including an estimated 2,4003,700 shareholders who hold our Common Stock in nominee names. The total number of holders of our Class B Common Stock was 10.


Recent Sales of Unregistered Securities


None.


Issuer Purchases of Equity Securities

Fiscal Month EndingTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
October 31, 2021— $— — — 
November 28, 2021— *— — — 
December 25, 2021— — — — 
Three Fiscal Months Ended December 26, 2020— $— — — 
         
Fiscal Month Ending Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
November 2, 2019 83,527
*$1.92
 83,527
  
November 30, 2019 263,485
*1.58
 263,485
  
December 28, 2019 153,042
*1.46
 153,042
  
Three Fiscal Months Ended December 28, 2019 500,054
 $1.60
 500,054
 $5,085,356


*DuringThe company had no active programs to repurchase stock from the fourth quarter of 2019, the Company's previously announced stock repurchase authorization became effective upon completion of the sale of the Susan Street facility. Pursuant to the previously announced authorization, the Company is authorized to purchase up to $5,900 of its shares during a period beginning with the date of the completion of the sale and ending in March 2020. All shares repurchased during the fourth quarter were related to this authorization. This plan has superseded all other previously announced plans.market


Quarterly Financial Data, Dividends and Price Range of Common Stock


Following are quarterly financial data, dividends and price range of Common Stock for the four quarterly periods in the years ended December 28, 2019 and December 29, 2018. Due to rounding, the totals of the quarterly information for each of the years reflected below may not necessarily equal the annual totals. There is a restriction on the payment of dividends under our revolving credit facility and we have not paid any dividends in the years ended December 28, 201925, 2021 and December 29, 2018.26, 2020.


The following table provides the price range of common stock for the four fiscal quarterly periods in the years ended December 25, 2021 and December 26, 2020.
THE DIXIE GROUP, INC.
QUARTERLY PRICE RANGE OF COMMON STOCK
FISCAL QUARTER
20211ST2ND3RD4TH
    
Common Stock Prices:    
High$6.00 $3.86 $5.58 $6.98 
Low2.26 2.37 2.55 4.50 
20201ST2ND3RD4TH
    
Common Stock Prices:    
High$1.60 $1.04 $1.34 $2.92 
Low0.53 0.55 0.76 0.77 






THE DIXIE GROUP, INC.
QUARTERLY FINANCIAL DATA, DIVIDENDS AND PRICE RANGE OF COMMON STOCK
(unaudited) (dollars in thousands, except per share data)
2019 1ST 2ND 3RD 4TH
Net sales $88,606
 $100,394
 $95,447
 $90,135
Gross profit 18,919
 23,493
 21,074
 22,719
Operating income (loss) (4,863) 574
 (1,042) 26,680
Income (loss) from continuing operations (6,641) (1,181) (2,577) 26,018
Income (loss) from discontinued operations (31) (35) 23
 (305)
Net income (loss) $(6,672) $(1,216) $(2,554) $25,713
Basic earnings (loss) per share:        
Continuing operations $(0.42) $(0.07) $(0.16) $1.61
Discontinued operations (0.00) (0.00) (0.00) (0.02)
Net income (loss) $(0.42) $(0.07) $(0.16) $1.59
Diluted earnings (loss) per share:        
Continuing operations $(0.42) $(0.07) $(0.16) $1.60
Discontinued operations (0.00) (0.00) (0.00) (0.02)
Net income (loss) $(0.42) $(0.07) $(0.16) $1.58
         
Common Stock Prices:        
High $1.47
 $0.97
 $1.50
 $2.09
Low 0.70
 0.34
 0.51
 1.04
         
2018 1ST 2ND 3RD 4TH
Net sales $98,858
 $106,438
 $101,562
 $98,175
Gross profit 21,580
 25,144
 21,887
 18,380
Operating loss (1,515) (355) (1,179) (12,765)
Loss from continuing operations (2,884) (1,972) (2,922) (13,700)
Income (loss) from discontinued operations (23) 157
 (40) 1
Net loss $(2,907) $(1,815) $(2,962) $(13,699)
Basic earnings (loss) per share:        
Continuing operations $(0.18) $(0.13) $(0.19) $(0.87)
Discontinued operations (0.00) 0.01
 (0.00) 0.00
Net loss $(0.18) $(0.12) $(0.19) $(0.87)
Diluted earnings (loss) per share:        
Continuing operations $(0.18) $(0.13) $(0.19) $(0.87)
Discontinued operations (0.00) 0.01
 (0.00) 0.00
Net loss $(0.18) $(0.12) $(0.19) $(0.87)
         
Common Stock Prices:        
High $4.05
 $3.27
 $2.40
 $1.85
Low 2.60
 2.20
 1.40
 0.62








Shareholder Return Performance Presentation


We compare our performance to two different industry indices published by Dow Jones, Inc. The first of these is the Dow Jones US Furnishings Index, which is composed of publicly traded companies classified by Dow Jones in the furnishings industry. The second is the Dow Jones US Building Materials & Fixtures Index, which is composed of publicly traded companies classified by Dow Jones in the building materials and fixtures industry.


In accordance with SEC rules, set forth below is a line graph comparing the yearly change in the cumulative total shareholder return on our Common Stock against the total return of the Standard & Poor's Small Cap 600 Stock Index, plus both the Dow Jones US Furnishings Index and the Dow Jones US Building Materials & Fixtures Index, in each case for the five year period ended December 31, 2019.2021. The comparison assumes that $100.00 was invested on December 31, 2014,2016, in our Common Stock, the S&P Small Cap 600 Index, and each of the two Peer Groups, and assumes the reinvestment of dividends.


a2019graph.jpgdxyn-20211225_g2.jpg


The foregoing shareholder performance presentation shall not be deemed "soliciting material" or to be "filed" with the Commission subject to Regulation 14A, or subject to the liabilities of Section 18 of the Exchange Act.







Item 6.SELECTED FINANCIAL DATA

Item 6.    SELECTED FINANCIAL DATA

As part of the scaled disclosures for smaller reporting companies, selected financial data is not required.
The Dixie Group, Inc.
Historical Summary
(dollars in thousands, except share and per share data)
           
FISCAL YEARS 2019 (1) 2018 (2) 2017 (3) 2016 (4) 2015 (5)(6)
OPERATIONS          
Net sales $374,582
 $405,033
 $412,462
 $397,453
 $422,483
Gross profit 86,205
 86,991
 101,213
 95,425
 106,230
Operating income (loss) 21,349
 (15,816) 3,947
 (3,436) 1,882
Income (loss) from continuing operations before taxes 14,962
 (22,310) (1,813) (8,829) (2,992)
Income tax provision (benefit) (657) (831) 7,509
 (3,622) (714)
Income (loss) from continuing operations 15,619
 (21,479) (9,322) (5,207) (2,278)
Depreciation and amortization 11,440
 12,653
 12,947
 13,515
 14,119
Dividends 
 
 
 
 
Capital expenditures 4,235
 4,052
 12,724
 4,904
 6,826
Assets purchased under capital leases & notes, including deposits utilized and accrued purchases 240
 389
 859
 427
 5,403
FINANCIAL POSITION          
Total assets $247,659
 $252,778
 $283,907
 268,987*
 298,218*
Working capital 88,237
 96,534
 105,113
 81,727
 98,632
Long-term debt 81,667
 120,251
 123,446
 98,256
 115,907
Stockholders' equity 73,211
 58,984
 79,263
 87,122
 90,804
PER SHARE          
Income (loss) from continuing operations:          
Basic $0.96
 $(1.36) $(0.59) $(0.33) $(0.15)
Diluted 0.95
 (1.36) (0.59) (0.33) (0.15)
Dividends:          
Common Stock 
 
 
 
 
Class B Common Stock 
 
 
 
 
Book value 4.62
 3.60
 4.91
 5.40
 5.67
GENERAL          
Weighted-average common shares outstanding:          
Basic 15,821,574
 15,763,890
 15,698,915
 15,638,112
 15,535,980
Diluted 15,925,822
 15,763,890
 15,698,915
 15,638,112
 15,535,980
Number of shareholders (7) 2,800
 2,800
 2,800
 3,000
 3,000
Number of associates 1,526
 1,646
 1,930
 1,746
 1,822
*These periods do not have prior period adoption adjustment or the right to return asset for the ASC 606 adoption.

(1)2019 results include expenses of $5,019 for facility consolidation and severance expenses and a gain of $25,121 for the sale of the Susan Street facility, see Note 20.
(2)2018 results include expenses of $3,167 for facility consolidation and severance expenses and $6,709 for the impairment of tangible and intangible assets.
(3)Includes expenses of $636 for facility consolidation and severance expenses in 2017.
(4)Includes expenses of $1,456, or $859 net of tax, for facility consolidation expenses in 2016.
(5)Includes expenses of $2,946, or $1,915 net of tax, for facility consolidation expenses in 2015.
(6)Includes the results of operations of Atlas Carpet Mills, Inc. and Burtco Enterprises, Inc. subsequent to their acquisitions on March 19, 2014 and September 22, 2014, respectively.
(7)The approximate number of record holders of our Common Stock for 2015 through 2019 includes Management's estimate of shareholders who held our Common Stock in nominee names as follows:  2015 - 2,550 shareholders; 2016 - 2,600 shareholders; 2017 - 2,400 shareholders; 2018 - 2,400 shareholders; 2019 - 2,400 shareholders.








Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report.
 
OVERVIEW


Our business consists principally of marketing, manufacturing and selling floorcovering products to high-end residential and commercial customers through our various sales forces and brands. We focus exclusivelyprimarily on the upper-endupper end of the floorcovering market where we believe we have strong brands and competitive advantages with our style and design capabilities and customer relationships. Our Fabrica, Masland, and Dixie Home brands have a significant presence in the high-end residential floorcovering markets. Our Atlas | Masland Contract brand participates in the upper-end specified commercial marketplace. Dixie International sells all of our brands outside of the North American market.

Historically, we participated in the upper end specified commercial flooring marketplace through our Atlas | Masland Contract brand. On September 13, 2021, we sold our Commercial business. The results of our Commercial business activity are included in discontinued operations in the included financial statements.
Our business is primarily concentrated in areasnet sales from continuing operations were $341 million for the fiscal year ended December 25, 2021 and $251 million for the fiscal year ended December 26, 2020. Comparisons to the prior year are skewed by the negative impact of the soft floorcoveringCOVID-19 pandemic in the second quarter of 2020 as well as high demand for residential products in 2021. Strong activity in the housing markets related to remodeling and new home construction have driven a strong demand for residential floor covering products in 2021.
Our net income for the twelve months ended December 25, 2021 was $1.6 million. The income was driven by strong sales volume, resulting in high production volume in our manufacturing plants, and selling and administrative expenses at levels that are favorably in line with sales volume when compared with prior periods. These favorable areas were offset by rising costs of raw materials and unfavorable adjustments to our LIFO inventory reserve, both of which include broadloom carpet, carpet tilesnegatively impacted our gross margin on the year.
Our interest expense for the twelve month period ended December 25, 2021 was $4,742 which compares favorably to the interest expense of $5,803 from the same period in the prior year. The reduced interest expense is a factor of our reduction and rugs. However,restructuring of debt over the last three years which included the sale and leaseback transaction for our facility in Santa Anna, California in the fourth quarter of 2018 and the divestiture of our Commercial division in the third quarter of 2021. We have reduced debt by $64 million from our most recent high level of debt at $141 million at September 29, 2018 to $77 million at December 25, 2021.
During the second quarter of 2021, the trademark for certain branded fibers our company has historically used in certain products was sold to a mass market retailer. Under the terms of the agreement, the availability of the trademark for use by our company, and others in the industry, was phased out. Prior to the sale of this trademark, our company had previously begun developing alternative offerings in response to prior disruptions in fiber supply. We accelerated the development process and we believe the movement away from dependence on the particular trademark and related fibers will provide the company with opportunities to develop enhanced competitive products with alternate fibers. We have also assisted our specialty retail customers with the transition to our new offerings through a non-disruptive, turnkey solution offering a retail friendly selling solution including new signage and merchandising materials.
RANSOMWARE INCIDENT
On April 17, 2021, we detected a ransomware attack on portions of our information technology systems. Response protocols were initiated immediately, we contacted our cybersecurity insurance provider, notified legal authorities and engaged cybersecurity experts. All systems impacted by this attack have been substantially restored and additional security measures have been put in place. We continue to assess the financial impact of the interruption to our business caused by this event.

COVID-19 PANDEMIC
After experiencing a significant shiftreduction in sales volume with the initial onset of the COVID-19 pandemic in the flooring marketplace toward hard surface products, we have launched multiple hard surface initiatives in both our residential and commercial brands over the last few years. Our commercial brands offer Luxury Vinyl Flooring (“LVF”) products under the Calibré brand in the commercial markets. Our residential brands, Dixie Home and Masland Residential, offer Stainmaster® PetProtect™ Luxury Vinyl Flooring and our premium residential brand, Fabrica, offers a high-end engineered wood line. In 2019, we successfully launched TRUCOR™, our new solid polymer core or “SPC” Luxury Vinyl Flooring line. This latest addition to our rigid core Luxury Vinyl Flooring offering is designed to create an extremely durable and waterproof Luxury Vinyl Flooring product with a broader rangesecond quarter of price points to meet the needs of various consumers. To build on the momentum of TRUCOR™ in 2020, we have plannedstarted to see a significant increasegradual and consistent improvement in sales through the product offeringsremainder of this line. Additional hard surface initiatives planned2020 and throughout 2021. The sales growth was driven by a strong housing market and high residential remodeling activity. Although the pandemic continued in 2020 include the introduction of new styles in the Fabrica line of wood products, new LVF tiles utilizing "Integrated Grout Technology",2021, and a TRUCOR PRIME WPC program to include oversize planks in contemporary styles. In addition to our hard surface initiatives, we continue to growtake necessary safety precautions to protect the health of our soft surfaceemployees, we have been able to limit the impact on operations. However, we cannot be certain as to any additional future impact of the COVID-19 crisis.
DIVESTITURE OF COMMERCIAL BUSINESS
On September 13, 2021, the Company sold its Atlas|Masland commercial business through innovative product offerings such as(the “Commercial Business”) to Mannington Mills, Inc. (the “Purchaser”).

In accordance with the Crafted CollectionAsset Purchase Agreement dated September 13, 2021, the Company sold assets that include certain inventory and certain items of modular tile featuring our Sustaina backing. Our Sustaina cushion backing for modular tile is PVCmachinery and polyurethane free and it is composed of 81.5% total recycled content allowing us to offer an appealing set of patterns to our environmentally conscious customers.
During 2019, our net sales decreased 7.5% compared with net sales in 2018. Sales of residential products decreased 7.2% in 2019 versus 2018. Residential soft surface sales were down 8.8% in 2019 as compared to 2018, while, we estimate, the industry was downequipment used exclusively in the midCommercial Business, and related intellectual



property for a purchase price of $20.5 million. The Purchaser also assumed the liability to upper single digits. Ourfulfill the orders represented by advance customer deposit liabilities of $3.1 million.

The Company retained the Commercial Business’ cash deposits, all accounts receivable, and certain inventory and equipment. Additionally, the Company agreed not to compete with the specified commercial business and the Atlas|Masland markets for a period of 5 years following September 13, 2021. The agreement allows for the Company to sell the commercial inventory retained by the company after the divestiture.

As a result of the transaction the Company has effectively exited the Commercial Business and will now focus exclusively on its residential soft surface sales in 2019 were negatively impacted byfloorcovering segment. The sale of Atlas|Masland represents a change in emphasis to hard surfaces by certain mass merchant customers. Residential hard surface sales increased by 47% in 2019 relative to sales in 2018. Despite recent slow activity, we anticipate the residential housing marketstrategic shift that will have steady but moderate growth overa major effect on the next several years.Company’s operations. The Company has accounted for the transaction as discontinued operations on the date the entity was disposed. Accordingly, the Company is reporting the results of Atlas|Masland operations and cash flows, and balance sheet classifications for the current and comparative periods as discontinued operations. Prior to the consummation of the sale, the Company was neither actively marketing the business for sale nor had intentions to abandon the Commercial product sales decreased 9.4% during 2019. Soft surface sales of commercial products were down 12.4%, while, we believe,Business and as a result did not present the industry was down marginally. We anticipateresults as assets held for sale or discontinued operations in prior filings. See footnotes to the commercial market to be relatively flat in 2020.financial statements for the Company’s discontinued operations reporting.
In 2019, we had an operating income of $21.3 million compared with an operating loss of $15.8
At closing, the Company received approximately $18.4 million in 2018.net proceeds, after depositing $2.1 million within an escrow account. The escrow account is for certain potential seller indemnifications and will be released to the Company in two installments. The first installment, for 50% of the escrow, was paid to the company 90 days after closing and the remaining 50% of the original escrow amount will be paid 18 months from the closing date. In 2019, we recorded a $25.1order to release liens on certain fixed assets included in the Asset Purchase Agreement, the Company placed $2.1 million in cash collateral in an account with the lender (Greater Nevada Credit Union). The remaining proceeds were applied to the Company's debt with its senior credit facility (Fifth Third Bank).

The gain on the sale of our buildingassets is summarized as follows:
Net Proceeds, including escrowed funds20,500 
Inventory, net(9,195)
Fixed Assets(2,278)
Contract Liabilities3,127 
Net tangible assets sold(8,346)
Gain on sale of assets sold, prior to associated costs12,154 
Other transaction related costs
Adjustments to Accruals, Reserves and Allowances(8,462)1
Transaction Costs(1,032)2
Total other transaction related costs(9,494)
Gain on sale of discontinued operations2,660 

1) For the remaining retained commercial inventory and fixed assets, the Company recognized adjustment to recognize the effects of the transaction. For inventory, the Company recognized lower of cost or market adjustments of approximately $6.6 million. The Company’s remaining fixed assets will be disposed of by sale and the Company recognized an adjustment of approximately $1.8 million to reflect the lower of its carrying value or estimated fair value less cost to sell. For these assets, the Company has suspended the associated depreciation and will recognize changes in Santa Ana, California. Without this gain on sale we had an operating lossthe fair value less cost to sell as gains or losses in future periods until the date of $3.8 million. Gross profitsale.
2) Transaction costs were legal expenses and involuntary employee termination costs related to one-time benefit arrangements.

In addition, the Company and the Purchaser simultaneously entered into a transition services agreement pursuant to which the Company assisted Mannington in transitioning the AtlasMasland business to Mannington, by, among other things, assisting in filling open orders and completing the manufacture of work in progress that resulted in a temporary continued involvement in the Commercial Business until December 31,2021. The Company has shown the results of these operations as a percentcomponent of sales improved year over year despite the reduced sales volume in 2019 and the resulting under absorbed manufacturing costs. This was primarily the result of non-recurring costs incurred in the prior year and improvements in operations, both related to the Profit Improvement Plan (the "Plan"). We also reduced plant running schedules in the fourth quarter to reduce inventories to a more appropriate level. We incurred $5 million in restructuring expenses related to the Plan and an additional $572 thousand in cost of sales for inventory write downs related to the Plan. Since inception, the Plan has resulted in the reduction of over 300 associates. The Plan, begun in the fourth quarter of 2017, was completed at the end of 2019. Our debt declined by $39.7 million over the course of 2019.discontinued operations.
Expenses related to the Plan totaled approximately $5.6 million in 2019. The Plan expenses included inventory write downs, restructuring costs, and asset impairments as we re-configured our commercial business and right sized our residential manufacturing operations for lower unit demand. Total cost reductions as a result of the Plan are expected to be in excess of $18 million on an annual basis when compared to the 2017 cost structure. We began the structural consolidation of our commercial business with the closure of our Chickamauga tufting operation as we moved the equipment to other facilities. This plant closure, complete at the end of 2018, lowered our cost and improved our response time to this segment of the marketplace. We exited our Commerce, California Atlas tufting facilities in 2019. The bulk of the Atlas equipment was transferred to our Atmore, Alabama commercial tufting operation with various other items moved to our Santa Ana, California and Eton, Georgia operations. We moved our commercial rug operation and commercial samples support function from California to our Saraland facility near Mobile, Alabama. We reduced our staffing to better match production to meet our demand in our Atmore, Eton, Adairsville and Roanoke facilities as we were able to take advantage of the increased productivity of our associates in these operations. In addition to the physical movement of equipment and inventory, we consolidated our commercial design functions in Saraland as well as consolidated our entire sales support functions. Our sales forces were merged to create Atlas | Masland Contract, now equipped with a much broader product line and providing modular carpet tile, broadloom carpet, luxury vinyl flooring, and commercial wool and nylon rugs. This combined sales force has the added benefit of not only a broad product line but distinct design capabilities in custom products as well.














RESULTS OF OPERATIONS


Fiscal Year Ended December 28, 201925, 2021 Compared with Fiscal Year Ended December 29, 201826, 2020

 Fiscal Year Ended (amounts in thousands)
December 25, 2021% of Net Sales12/26/2020
(As Adjusted)
% of Net SalesIncrease (Decrease)% Change
Net sales$341,247 100.0 %$250,869 100.0 %$90,378 36.0 %
Cost of sales263,992 77.4 %193,538 77.1 %70,454 36.4 %
Gross profit77,255 22.6 %57,331 22.9 %19,924 34.8 %
Selling and administrative expenses67,926 19.9 %58,175 23.2 %9,751 16.8 %
Other operating (income) expense, net(927)(0.3)%(108)— %(819)758.3 %
Facility consolidation and severance expenses, net255 0.1 %3,752 1.5 %(3,497)(93.2)%
Operating income (loss)10,001 2.9 %(4,488)(1.8)%14,489 (322.8)%
Interest expense4,742 1.4 %5,803 2.3 %(1,061)(18.3)%
Other (income) expense, net— %678 0.3 %(677)(99.9)%
Income (loss) before taxes5,258 1.5 %(10,969)(4.4)%16,227 (147.9)%
Income tax expense (benefit)105 — %(1,146)(0.5)%1,251 (109.2)%
Income (loss) from continuing operations5,153 1.5 %(9,823)(3.9)%14,976 (152.5)%
Income (Loss) from discontinued operations, net of tax(3,537)(1.0)%615 0.2 %(4,152)(675.1)%
Net income (loss)$1,616 0.5 %$(9,208)(3.7)%$10,824 (117.5)%

 Fiscal Year Ended (amounts in thousands)   
 December 28, 2019% of Net Sales December 29, 2018% of Net Sales Increase (Decrease)% Change
Net sales$374,582
100.0 % $405,033
100.0 % $(30,451)(7.5)%
Cost of sales288,377
77.0 % 318,042
78.5 % (29,665)(9.3)%
Gross profit86,205
23.0 % 86,991
21.5 % (786)(0.9)%
Selling and administrative expenses83,825
22.4 % 92,473
22.8 % (8,648)(9.4)%
Other operating (income) expense, net(23,988)(6.4)% 458
0.1 % (24,446)(5,337.6)%
Facility consolidation and severance expenses, net5,019
1.3 % 3,167
0.8 % 1,852
58.5 %
Impairment of assets
 % 6,709
1.7 % (6,709) %
Operating income (loss)21,349
5.7 % (15,816)(3.9)% 37,165
(235.0)%
Interest expense6,444
1.7 % 6,491
1.6 % (47)(0.7)%
Other (income) expense, net(57) % 3
 % (60)(2,000.0)%
Income (loss) before taxes14,962
4.0 % (22,310)(5.5)% 37,272
(167.1)%
Income tax provision (benefit)(657)(0.2)% (831)(0.2)% 174
(20.9)%
Income (loss) from continuing operations15,619
4.2 % (21,479)(5.3)% 37,098
(172.7)%
Income (Loss) from discontinued operations(348)(0.1)% 95
 % (443)(466.3)%
Net income (loss)$15,271
4.1 % $(21,384)(5.3)% $36,655
(171.4)%



Net Sales. Net sales for the year ended December 28, 201925, 2021 were $374.6$341.2 million compared with $405.0 million$250.9 in the year-earlier period, a decreasean increase of 7.5%36.0% for the year-over-year comparison. Sales of residential floorcovering productsNet sales in 2020 were down 7.2% primarily due to our mass merchant customers shifting their emphasis from soft surface to hard surface floor coverings. Sales of commercial floorcovering products decreased 9.4%. The decrease in commercial net sales was due to distractions causedheavily impacted by the restructuringinitial outbreak of our commercial operations andthe COVID-19 pandemic. After the initial impact of the pandemic in the second quarter of 2020, sales force duringdemand began to increase in line with the first half of 2019.demand in the residential housing market.


Gross Profit. Gross profit, as a percentage of net sales, increased 1.5decreased .3 percentage points in 20192021 compared with 2018. Gross profit2020. The Company saw significant increases in 2019 was favorably impactedraw material costs throughout 2021. Increases in the price of our products were implemented on a delayed basis after the initial impact of the cost increase. These cost increases created an inflationary impact that increased our LIFO reserve on inventory for continuing operations by savings from our Profit Improvement Plan. Gross profit$16.2 million in 2018 was2021 which negatively impacted our margins. These increased costs were partially offset by inventory write downs relatedhigher absorption of fixed costs due to the Profit Improvement Plan.increased sales volume in 2021.


Selling and Administrative Expenses. Selling and administrative expenses were $83.8$67.9 million in 20192021 compared with $92.5$58.2 million in 2018, a decrease of .4%2020, but lower as a percentage of sales.the higher sales volume. Selling and administrative expenses as a percent of the net sales for 2021 and 2020 were 19.9% and 23.2% respectively. The improved resultsincrease in the 2019 selling and administrative expenses arein 2021 was the result of changes made as part of our Profit Improvement Plan.increased investment in samples, marketing and travel expense in 2021 after the reduced spending in these areas in 2020 due to the pandemic.


Other Operating Expense, Net.Income. Net other operating expenseincome was $927 thousand in 2021 compared with an income of $24.0$108 thousand in 2020. In 2021, the income was primarily the result of $1.7 million in 2019 compared with expense of $458 thousandinsurance proceeds related to a claim at our Roanoke, Alabama facility partially offset by $1.1 million in 2018. In 2019 we recognized a gain of $25.1 million for the sale of our Susan Street manufacturing facility in Santa Ana, California.legal expenses.


Facility Consolidation and Severance Expenses, Net. Facility consolidation expenses were $5.0$.3 million in 20192021 compared with $3.2$3.8 million in the year-earlier period. FacilityThe facility consolidation expenses increased in 2019incurred during 2020 were primarily related to our COVID-19 Continuity Plan including severance and financing related charges, as we completedwell as residual costs from our Profit Improvement Plan announcedincluding adjustments for workers' compensation related charges. The expenses in 2017, which included the consolidation of our two commercial brands, consolidation of commercial manufacturing operations and sales forces, and an overall review of corporate wide operations and functions. As a result of this plan, we incurred expenses of $5.0 million during 20192021 were primarily related to facility consolidation expenses and severance costs.

Asset Impairments. There were no expenses related to asset impairments recorded in 2019. The asset impairments recorded in 2018 were $6.7 million. The asset impairments incurred in 2018 included the impairment of fixed assets as part of our Profit Improvement Plan ($1.2 million). We also incurred intangible asset impairments ($2.1 million) and goodwill impairment ($3.4 million).

Operating Income (Loss). Operations reflected an operating income of $21.3 million in 2019 compared with an operating loss of $15.8 million in 2018. The operating results for 2019 were heavily impacted by the $25.1 million gain on the sale of our building in Santa Ana, California. This gain was partially offset by lower gross profit as a result of lower sales volume and expenses related toresidual expense activity from the Profit Improvement Plan.



Operating Income (Loss). The operating income in 2021 was $10.0 million compared to a loss of $4.5 million in 2020. The 2020 loss was heavily driven by the negative sales impact during the height of the COVID-19 pandemic. The 2021 operating income was primarily the result of higher sales volume and lower expenses from restructuring.





Interest Expense. Interest expense decreased $47 thousandof $4.7 million in 2019 as compared to 2018 principally due to2021 was a reduction of $1.1 million from $5.8 million incurred in 2020. The reduction is the result of lower levels of debt in the last quarter of the year2021 offset by adjustments to other comprehensive income as a result of financing initiatives in the salefourth quarter of our building in Santa Ana, California.2021 and elimination of related interest rate swap agreements.





Income Tax ProvisionExpense (Benefit). Our effective income tax rate was an expense of 2.00% in 2021. The benefit relates to federal and state cash taxes paid offset by certain federal and state credits and also includes a benefit for the termination of certain derivative contracts for which there existed stranded tax effects within other comprehensive income. In 2021, we decreased our valuation allowance by $1.4 million related to our net deferred tax asset and specific state net operating loss and state tax credit carryforwards.

Our effective income tax rate was a benefit of 4.39%10.49% in 2019.2020. The benefit relates to certain federal and state credits and also includes a benefit for the reductiontermination of certain indefinite lived assets not covered by our valuation allowance. In 2019, we decreased our valuation allowance by $3.7 million related to our net deferredderivative contracts for which there existed stranded tax asset and specific state net operating loss and state credit carryforwards.effects within Other Comprehensive Income.


Our effective income tax rate was a benefit of 3.72% in 2018. The benefit relates to certain federal and state credits and also includes a benefit for the reduction of certain indefinite lived assets not covered by our valuation allowance. In 2018, we increased our valuation allowance by $4 million related to our net deferred tax asset and specific state net operating loss and state credit carryforwards.

Net (Income) Loss. Continuing operations reflected an income of $15.6$5.2 million, or $.95$0.32 per diluted share in 2019,2021, compared with a loss from continuing operations of $21.5$9.8 million, or $1.36$0.64 per diluted share in 2018.2020. Our discontinued operations reflected a loss of $348 thousand,$3.5 million, or $0.02$0.23 per diluted share in 20192021 compared with an income of $95$615 thousand, or $0.01$0.04 per diluted share in 2018.2020. Including discontinued operations, we had a net income of $15.3$1.6 million, or $0.96$0.09 per diluted share, in 20192021 compared with a net loss of $21.4 million, or $1.35 per diluted share, in 2018.

Fiscal Year Ended December 29, 2018 Compared with Fiscal Year Ended December 30, 2017

 Fiscal Year Ended (amounts in thousands)   
 December 29, 2018% of Net Sales December 30, 2017% of Net Sales Increase (Decrease)% Change
Net sales$405,033
100.0 % $412,462
100.0 % $(7,429)(1.8)%
Cost of sales318,042
78.5 % 311,249
75.5 % 6,793
2.2 %
Gross profit86,991
21.5 % 101,213
24.5 % (14,222)(14.1)%
Selling and administrative expenses92,473
22.8 % 96,189
23.3 % (3,716)(3.9)%
Other operating expense, net458
0.1 % 441
0.1 % 17
3.9 %
Facility consolidation and severance expenses, net3,167
0.8 % 636
0.2 % 2,531
398.0 %
Impairment of assets6,709
1.7 % 
 % 6,709
 %
Operating income (loss)(15,816)(3.9)% 3,947
0.9 % (19,763)(500.7)%
Interest expense6,491
1.6 % 5,739
1.4 % 752
13.1 %
Other expense, net3
 % 21
 % (18)(85.7)%
Loss before taxes(22,310)(5.5)% (1,813)(0.5)% (20,497)1,130.6 %
Income tax provision (benefit)(831)(0.2)% 7,509
1.8 % (8,340)(111.1)%
Loss from continuing operations(21,479)(5.3)% (9,322)(2.3)% (12,157)130.4 %
Income (Loss) from discontinued operations95
 % (233)(0.1)% 328
(140.8)%
Net loss$(21,384)(5.3)% $(9,555)(2.4)% $(11,829)123.8 %


Net Sales. Net sales for the year ended December 29, 2018 were $405.0 million compared with $412.5 million in the year-earlier period, a decrease of 1.8% for the year-over-year comparison. Sales of residential floorcovering products were up 3.6% and sales of commercial floorcovering products decreased 13.2%. The decrease in commercial net sales was due to distractions caused by the restructuring of our commercial operations and sales force during 2018.

Gross Profit. Gross profit, as a percentage of net sales, decreased 3.0 percentage points in 2018 compared with 2017. Gross profit in 2018 was negatively impacted by inventory write downs of $2.7 million taken during the year as part of our Profit Improvement Plan.

Selling and Administrative Expenses. Selling and administrative expenses were $92.5 million in 2018 compared with $96.2 million in 2017, or a decrease of .5% as a percentage of sales. The improved results in the 2018 selling expenses are the result of changes made as part of our Profit Improvement Plan.

Other Operating Expense, Net. Net other operating expense was an expense of $458 thousand in 2018 compared with expense of $441 thousand in 2017.

Facility Consolidation and Severance Expenses, Net. Facility consolidation expenses were $3.2 million in 2018 compared with $636 thousand in the year-earlier period. Facility consolidation expenses increased in 2018 as we continued our Profit Improvement





Plan, announced in 2017, which includes the consolidation of our two commercial brands, consolidation of commercial manufacturing operations and sales forces, and an overall review of corporate wide operations and functions. As a result of this plan, we incurred expenses of $3.2 million during 2018 primarily related to facility consolidation expenses and severance costs.

Asset Impairments. The asset impairments recorded in 2018 were $6.7 million. There were no asset impairment expenses in 2017. The asset impairments incurred in 2018 included the impairment of fixed assets as part of our Profit Improvement Plan ($1.2 million). We also incurred intangible asset impairments ($2.1 million) and goodwill impairment ($3.4 million).

Operating Income (Loss). Operations reflected an operating loss of $15.8 million in 2018 compared with an operating income of $3.9 million in 2017. The operating results for 2018 were impacted by the lower sales volume, settlement of a class action lawsuit, and facility consolidation, asset impairments, and severance costs related to the Profit Improvement Plan.

Interest Expense. Interest expense increased $752 thousand in 2018 principally due to higher levels of debt and higher rates than a year ago.

Income Tax Provision (Benefit). Our effective income tax rate was a benefit of 3.72% in 2018. The benefit relates to certain federal and state credits and also includes a benefit for the reduction of certain indefinite lived assets not covered by our valuation allowance. In 2018 we increased our valuation allowance by $4 million related to our net deferred tax asset and specific state net operating loss and state credit carryforwards.

On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act, among other things, lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018.

The income tax expense for 2017 was $7.5 million, which included a charge of $1.4 million related to the re-measurement of certain net deferred tax assets using the lower U.S. corporate income tax rate and a charge of $6.4 million to increase our valuation allowance related to our net deferred tax asset. The majority of the increase in the valuation allowance is related to the revised treatment of net operating losses under the Tax Act. Absent the impact of the Tax Act, our effective income tax benefit rate for 2017 would have been 36.4%.

Net Loss. Continuing operations reflected a loss of $21.5 million, or $1.36 per diluted share in 2018, compared with a loss from continuing operations of $9.3 million, or $0.59 per diluted share in 2017. Our discontinued operations reflected an income of $95 thousand, or $0.01 per diluted share in 2018 compared with a loss of $233 thousand, or $0.01 per diluted share in 2017. Including discontinued operations, we had a net loss of $21.4 million, or $1.35 per diluted share, in 2018 compared with a net loss of $9.6$9.2 million, or $0.60 per diluted share, in 2017.2020.


Discontinued operations includes the financial results related to the Commercial Business. In the third quarter of 2021, the Company divested the commercial business. The revenue, margin and selling expenses for the Commercial Business have been moved to discontinued operations. See footnote 21 to the consolidated financial statements for additional details related to discontinued operations.


LIQUIDITY AND CAPITAL RESOURCES


During the year ended December 28, 2019,25, 2021, cash used in continuing operations was $6.6 million driven by increases in working capital. Increased sales volume resulted in an increase of $7.8 million in accounts receivable. Higher demand and increased costs drove inventories up by $14.8 million. These increases were slightly offset by a decrease in accounts payable and other accrued expenses of $7.3 million. The reduction in accounts payable and other accrued expenses was offset by increases in prepaids and other current assets of $1.9 million as the Company was required to prepay one primary raw material provider at fiscal year end December 25, 2021.

Net cash provided by operationsinvesting activities was $11.7 million. Inventories decreased $9.7$15.1 million receivables decreased $5.2 million and accounts payable and accrued expenses decreased $3.7 million. Inventories were planned more closely in 2019 and decreased with lower demand. Receivables decreased on lower sales volume. In addition to lower operating demands on accounts payable as athe fiscal year 2021. This amount was primarily the result of lower volume, accounts payable and accrued expenses decreased due to balancesthe divestiture of the Commercial Business in the prior year end related to a class action lawsuit and severances related to restructuring that were paid in full or significantly lower in the 2019 year end balances as compared to 2018.third quarter of 2021.

Capital asset acquisitions for the year ended December 28, 2019 were $4.2 million. In 2019 proceeds from sale of equipment totaled $37.2 million, primarily related to the sale of our building in Santa Ana, California. Depreciation and amortization for the year ended December 28, 2019 were $11.4 million. We expect capital expenditures to be approximately $5.0 million in 2020 while depreciation and amortization is expected to be approximately $11.0 million. Planned capital expenditures in 2020 are primarily for new equipment.


During the year ended December 28, 2019,25, 2021, cash used in financing activities was $43.9$.3 million. We had net paymentsborrowings of $39.5$4.8 million on the revolving credit facility. NotesPayments on notes payable net of borrowings decreased cash by $2.9 million and finance leases were reduced by payments, net of new borrowings, of $7.5 million and borrowings on finance leases net of payments increased cash by $7.3$3.2 million. The balance in amount of checks outstanding in excess of cash at year end 2019 decreased2021 increased from prior year resulting in a cash outflowinflow of $3.1$1.1 million.


We believe our operating cash flows, credit availability under our revolving credit facility and other sources of financing are adequate to finance our anticipated liquidity requirements under current operating conditions. Included inWe cannot predict, and are unable to know, the unused borrowing availability under our credit line, aslong-term impact of the sale of our Susan Street facility in October, 2019COVID-19 pandemic and the enactment of Amendment Thirteen torelated economic consequences or how these events may affect our loan agreement, is an additional availability block of $5,000 to be reduced upon reaching a specially defined fixed charge coverage ratio of 1.1 to 1.0 for a consecutive period of 3 months or 6 months. Contingent upon reachingfuture liquidity. Availability under the desired fixed coverage ratio, the availability block will reduce to $2,500 when the three-month threshold is reached and $0 once reaching the six-month threshold. As ofnew Senior Secured Revolving Credit Facility on December 28, 2019, the unused borrowing availability under our revolving credit facility25, 2021 was $33.8$37.6 million. However, our revolving credit facility reduces our funds available to borrow by $15 million if our fixed charge coverage ratio is less than 1.1 to 1.0. As of the date hereof, our fixed coverage ratio was less than 1.1 to 1.0, accordingly the unused availability accessible by us was $18.8 million (the amount above $15.0 million) at December 28, 2019. Significant additional cash expenditures above our normal liquidity requirements, significant deterioration in economic conditions or continued operating losses could affect our business





and require supplemental financing or other funding sources. There can be no assurance that such supplemental financing or other sources of funding can be obtained or will be obtained on terms favorable to us.


Debt Facilities


Revolving Credit Facility. During the fourth quarter 2019, the Company amended its credit agreementof 2020, we entered into a $75.0 million Senior Secured Revolving Credit Facility with Wells Fargo Capital Finance to reduce the sizeFifth Third Bank National Association as lender. The loan is secured by a first priority security interest on all accounts receivable, cash, and inventory, and provides for borrowing limited by certain percentages of values of the Senior Credit Facility from $150,000 to $120,000 and adjust the availability limitation related to the fixed coverage ratio from $16,500 to $15,000 upon closing of the sale lease back of the Susan Street property. The changes to the credit facility were implemented by the twelfth and thirteenth amendments to the credit agreement, effective October 3, 2019 and October 22, 2019, respectively. These amendments were intended to permit the sale and leaseback of the Company's Susan Street Facility and, upon completion of the sale, to adjust the credit agreement's borrowing base. The borrowing base is currently equal to specified percentages of the Company's eligible accounts receivable inventories, fixed assets and real property less reserves established, from time to time, by the administrative agent under the facility.inventory. The revolving credit facility matures on September 23, 2021. The revolving credit facility is secured by a first priority lien on substantially all of the Company's assets.October 30, 2025.


At the Company'sour election, advances of the revolving credit facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, or 3 month periods, as selected by the Company,defined with a floor or 0.75% or published LIBOR, plus an applicable margin ranging between 1.50% and 2.00%, or (b) the higher of the prime rate the Federal Funds rate plus 0.5%, or a daily LIBOR rate plus 1.00%, plus an applicable margin ranging between 0.50% and 1.00%. The applicable margin is determined based on availability under the revolving credit facility with margins increasing as availability decreases. As of December 28, 2019,25, 2021, the applicable margin on our revolving credit facility was 1.75%. The Company pays for LIBOR and 0.75% for Prime. We pay an unused line fee on the average amount by which the aggregate commitments exceed utilization of the revolving credit facility equal to 0.375%0.25% per annum. The weighted-average interest rate on borrowings outstanding under the revolving credit facility was 4.79%3.00% at December 28, 201925, 2021 and 4.58%2.68% at December 29, 2018.26, 2020.





The revolving credit facility includes certain affirmativeagreement is subject to customary terms and negative covenants that impose restrictionsconditions and annual administrative fees with pricing varying on the Company's financialexcess availability and business operations. The revolving credit facility restricts the Company's borrowing availability if itsa fixed charge coverage ratioratio. The agreement is also subject to certain compliance, affirmative, and financial covenants. We are only subject to the financial covenants if borrowing availability is less than 1.1 to 1.0. During any period that12.5% of the fixed charge coverage ratio is less than 1.1 to 1.0,availability, and remains until the Company's borrowing availability is reduced by $15,000. As part of Amendment Thirteen to the credit agreement an additional availability block of $5,000 was established to be reduced upon reaching a specially defined fixed charge coverage ratio of 1.1 to 1.0greater than 12.5% for athirty consecutive period of 3 months or 6 months. Contingent upon reaching the desired fixed coverage ratio, the availability block will reduce to $2,500 when the three-month threshold is reached and $0 once reaching the six-month threshold. Amendment Thirteen also adjusted the size of the restricted borrowing availability that is triggered when the fixed charge coverage ratio is less than 1.1 to 1.0. Effective with the thirteenth amendment, and after giving effect to the "availability block", availability under the credit agreement is reduced by $20,000.

days. As of December 28, 2019,25, 2021, the unused borrowing availability under the revolving credit facility was $33,787; however, since$37.6 million.

Term Loans. Effective October 28, 2020, we entered into a $10.0 million principal amount USDA Guaranteed term loan with AmeriState Bank as lender. The term of the Company's fixed charge coverage ratio was less than 1.1loan is 25 years and bears interest at a minimum 5.00% rate or 4.00% above 5-year treasury, to 1.0,be reset every 5 years at 3.5% above 5-year treasury. The loan is secured by a first mortgage on our Atmore, Alabama and Roanoke, Alabama facilities and requires certain compliance, affirmative, and financial covenants.

Effective October 29, 2020, we entered into a $15.0 million principal amount USDA Guaranteed term loan with the unused availability accessibleGreater Nevada Credit Union as lender. The term of the loan is 10 years and bears interest at a minimum 5.00% rate or 4.00% above 5- year treasury, to be reset after 5 years at 3.5% above 5-year treasury. The loan is secured by a first lien on a substantial portion of the Company was $18,787 (the amount above $15,000) at December 28, 2019. Availability underCompany’s machinery and equipment, a certificate of deposit and a second lien on our Atmore and Roanoke facilities. Payments on the credit agreement will vary based on seasonal business factorsloan are interest only over the first three years and periodic changes toprincipal and interest over the qualified asset base, which consists of accounts receivable, inventories and fixed assets.remaining seven years.


Notes Payable - Buildings. On November 7, 2014, we entered into a ten-year $8.3 million note payable to purchase a previously leased distribution center in Adairsville, Georgia. The note payable is scheduled to mature on November 7, 2024 and is secured by the distribution center. The note payable bears interest at a variable rate equal to one-month LIBOR plus 2.0% and is payable in equal monthly installments of principal of $35 thousand, plus interest calculated on the declining balance of the note, with a final payment of $4.2 million due on maturity. In addition, we entered into an interest rate swap with an amortizing notional amount effective November 7, 2014 which effectively fixes the interest rate at 4.50%.


Notes Payable - Equipment and Other. Our equipment financing notes have terms ranging from 1 to 7 years, bear interest ranging from 1.00%1.60% to 7.68%7.00% through the year and are due in monthly installments through their maturity dates. Our equipment financing notes are secured by the specific equipment financed and do not contain any financial covenants.


Finance Lease - Buildings. On January 14, 2019, the Company,we entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Saraland Industrial, LLC, an Alabama limited liability company (the “Purchaser”). Pursuant to the terms of the Purchase and Sale Agreement, the Companywe sold itsour Saraland facility, and approximately 17.12 acres of surrounding property located in Saraland, Alabama (the “Property”) to the Purchaser for a purchase price of $11,500. Concurrent with the sale of the Property, the Companywe and the Purchaser entered into a twenty-year lease agreement (the “Lease Agreement”), whereby the Companywe will lease back the Property at an annual rental rate of $977, subject to annual rent increases of 1.25%. Under the Lease Agreement, the Company haswe have two (2) consecutive options to extend the term of the Lease by ten years for each such option. This transaction was recorded as a failed sale and leaseback as the present value of lease payments exceeded 90% of its fair value. The CompanyWe recorded a liability for the amounts received, will continue to depreciate the asset, and hashave imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the lease term. Concurrently with the sale, the Companywe paid off the approximately $5,000 mortgage on the property to First Tennessee Bank National Association and terminated the related fixed interest rate swap agreement.








Finance Lease Obligations. Our finance lease obligations have terms ranging from 3 to 7 years, bear interest ranging from 3.55% to 7.76% and are due in monthly or quarterly installments through their maturity dates. Our capitalfinance lease obligations are secured by the specific equipment leased. (See Note 1011 to our Consolidated Financial Statements).

Contractual Obligations

The following table summarizes our future minimum payments under contractual obligations as of December 28, 2019
  Payments Due By Period
  (dollars in millions)
  2020 2021 2022 2023 2024 Thereafter Total
Debt $2.7
 $61.1
 $0.7
 $0.4
 $0.4
 $4.2
 69.5
Interest - debt (1) 0.1
 
 
 
 
 
 0.1
Finance leases 4.0
 3.4
 1.2
 0.5
 0.3
 10.0
 19.4
Interest - finance leases 1.2
 1.0
 0.8
 0.8
 0.7
 6.0
 10.5
Operating leases 3.2
 3.0
 2.8
 2.1
 2.0
 12.2
 25.3
Interest - operating leases 1.6
 1.4
 1.2
 1.1
 0.9
 2.4
 8.6
Purchase commitments 2.5
 
 
 
 
 
 2.5
Totals 15.3
 69.9
 6.7
 4.9
 4.3
 34.8
 135.9

(1) Interest rates used for variable rate debt were those in effect at December 29, 2018.


Stock-Based Awards


We recognize compensationcompensation expense related to share-based stock awards based on the fair value of the equity instrument over the period of vesting for the individual stock awards that were granted. At December 28, 2019,25, 2021, the total unrecognized compensation expense related to unvested restricted stock awards was $989$1,337 thousand with a weighted-average vesting period of 8.66.5 years. At December 28, 2019, the total unrecognized compensation expense related to Directors' Stock Performance Units was $5 thousand with a weighted-average vesting period of 0.3 years. At December 28, 2019,25, 2021, there was no unrecognized compensation expense related to unvested stock options.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements at December 28, 201925, 2021 or December 29, 2018.26, 2020.


Income Tax Considerations


In the tax year ended December 28, 201925, 2021 we decreasedincreased our valuation allowances by $3.7$1.4 million related to our net deferred tax asset and specific state net operating loss and state credit carryforwards.


During 20202022 and 2021,2023, we do not anticipate any cash outlays for income taxes to exceed $1.5 Million.$1 million. This is due to tax loss carryforwards and tax credit carryforwards that will be used to partially offset taxable income. At December 28, 2019,25, 2021, we were in a net deferred tax liability position of $91 thousand.





Discontinued Operations - Environmental Contingencies


We havehave reserves for environmental obligations established at five previously owned sites that were associated with our discontinued textile businesses. We have a reserve of $2.0$1.9 million for environmental liabilities at these sites as of December 28, 2019.25, 2021. The liability established represents our best estimate of loss and is the reasonable amount to which there is any meaningful degree of certainty given the periods of estimated remediation and the dollars applicable to such remediation for those periods. The actualactual timeline to remediate, and thus, the ultimate cost to complete such remediation through these remediation efforts, may differ significantly from our estimates. Pre-tax cost for environmental remediation obligations classified as discontinued operations were primarily a result of specific events requiring action and additional expense in each period.


Fair Value of Financial Instruments


At December 28, 2019,25, 2021, we had no assets or liabilities measured at fair value that fall under a level 3 classification in the hierarchy (those subject to significant management judgment or estimation).







Certain Related Party Transactions

We were a party to a five-year lease with the seller of Atlas Carpet Mills, Inc. to lease three manufacturing facilities as part of the acquisition in 2014. The lessor was controlled by an associate of ours. Rent paid to the lessor during 2019, 2018, and 2017 was $497, $1,003, and $978, respectively. The lease was based on current market values for similar facilities. These leases terminated as of September, 2019.


We purchase a portion of our product needs in the form of fiber, yarn and carpet from Engineered Floors, an entity substantially controlled by Robert E. Shaw, a shareholder of ours.our Company. An affiliate of Mr. Shaw holds approximately 7.5%7.6% of our Common Stock, which represents approximately 3.5%3.2% of the total vote of all classes of our Common Stock. Engineered Floors is one of several suppliers of such materials to us. Total purchases from Engineered Floors for 2019, 20182021 and 20172020 were approximately $5,900, $8,200,$3.9 million and $7,200$4.5 million, respectively; or approximately 2.1%, 2.6%,1.4% and 2.3% of our cost of goods sold in 2019, 2018,2021 and 2017,2020, respectively. Purchases from Engineered Floors are based on market value, negotiated prices. We have no contractual commitments with Mr. Shaw associated with our business relationship with Engineered Floors. Transactions with Engineered Floors are reviewed annually by our board of directors.


We arewere a party to a ten-year lease with the Rothman Family Partnership to lease a manufacturing facility as part of the Robertex acquisition in 2013. The controlling principal of the lessor is controlled by a formerwas an associate of ours.our Company until June 30, 2018. Rent paid to the lessor during 2019, 2018,2021 and 20172020 was $284, $278,$196 thousand and $273,$289 thousand, respectively. The lease was based on current market values for similar facilities. This lease was terminated on August 31, 2021.


Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)," which requires lessees to recognize on the Consolidated Balance Sheets right-of-use assets, representing the right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842)" providing an optional transition method allowing entities to apply the new lease standard at the adoption date and recognize a cumulative effect adjustment in the period of adoption. The Company elected this transition method.
The Company adopted the new standard effective December 30, 2018, the first day of the Company's fiscal year. Consistent with the optional transition method allowed as part of the modified retrospective transition approach provided in ASU No. 2018-11, the Company did not adjust comparative periods. The new standard applied to leases that have commenced as of the effective date, December 30, 2018, with a cumulative effect adjustment recorded as of that date. The Company also elected to apply the package of practical expedients allowed in ASC 842-10-65-1 whereby the Company need not reassess whether any expired or existing contracts are or contain leases, the Company need not reassess the lease classification for any expired or existing leases, and the Company need not reassess initial direct costs for any existing leases. The Company's adoption of the ASU resulted in the addition of Right of Use Assets on the Consolidated Balance Sheet for the right to use the underlying assets of operating leases. The Company did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. In addition, the corresponding liability for the remaining balance of the operating leases is included in the liability section of the Consolidated Balance Sheet. For all asset classes, the Company elected to not recognize a right-of-use asset and lease liability for leases with a term of twelve months or less. The adoption of this ASU did not result in a material adjustment to the Consolidated Statements of Stockholders' Equity or the Consolidated Statements of Operations.
See Note 2 to our Consolidated Financial Statements of this Form 10-K for a discussion of the standard described above and other new accounting pronouncements which is incorporated herein by reference.


Critical Accounting Policies


Certain estimates and assumptions are made when preparing our financial statements. Estimates involve judgments with respect to, among other things, future economic factors that are difficult to predict. As a result, actual amounts could differ from estimates made when our financial statements are prepared.
 
The Securities and Exchange Commission requires management to identify its most critical accounting policies, defined as those that are both most important to the portrayal of our financial condition and operating results and the application of which requires our most difficult, subjective, and complex judgments. Although our estimates have not differed materially from our experience, such estimates pertain to inherently uncertain matters that could result in material differences in subsequent periods.
 
We believe application of the following accounting policies require significant judgments and estimates and represent our critical accounting policies. Other significant accounting policies are discussed in Note 1 to our Consolidated Financial Statements.
 
Revenue recognition. The Company derives its We derive our revenues primarily from the sale of floorcovering products and processing services. Revenues are recognized when control of these products or services is transferred to itsour customers, in an amount that reflects the consideration the Company expectswe expect to be entitled to in exchange for those products and services. Sales, value add, and other taxes the Company collectswe collect concurrent with revenue-producing activities are excluded from revenue.





Shipping and handling fees charged to customers are reported within revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company doesWe do not have any significant financing components as payment is received at or shortly after the point of sale. The Company determinedWe determine revenue recognition through the following steps:


Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the performance obligation is satisfied

Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the performance obligation is satisfied




Variable Consideration. The nature of the Company’sour business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price, which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns, or price concessions.


Variable consideration is estimated at the most likely amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends.


Customer claims and product warranties. The Company We generally providesprovide product warranties related to manufacturing defects and specific performance standards for itsour products for a period of up to two years. The Company accruesWe accrue for estimated future assurance warranty costs in the period in which the sale is recorded. The costs are included in Cost of Sales in the Consolidated Statements of Operations and the product warranty reserve is included in accrued expenses in the Consolidated Balance Sheets. The Company calculates itsWe calculate our accrual using the portfolio approach based upon historical experience and known trends. The Company doesWe do not provide an additional service-type warranty.


Accounts receivable allowances. We provide allowances for expected cash discounts and doubtful accounts based upon historical experience and periodic evaluations of the financial condition of our customers. If the financial conditions of our customers were to significantly deteriorate, or other factors impair their ability to pay their debts, credit losses could differ from allowances recorded in our Consolidated Financial Statements.

Inventories. Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out method (LIFO), which generally matches current costs of inventory sold with current revenues, for substantially all inventories. Reserves are also established to adjust inventories that are off-quality, aged or obsolete to their estimated net realizable value. Additionally, rates of recoverability per unit of off-quality, aged or obsolete inventory are estimated based on historical rates of recoverability and other known conditions or circumstances that may affect future recoverability. Actual results could differ from assumptions used to value our inventory.


Goodwill. Goodwill is tested annually for impairment during the fourth quarter or earlier if significant events or substantive changes in circumstances occur that may indicate that goodwill may not be recoverable. The goodwill impairment tests are based on determining the fair value of the specified reporting units based on management judgments and assumptions using the discounted cash flows and comparable company market valuation approaches. We have identified our reporting unit as our floorcovering business for the purposes of allocating goodwill and assessing impairments. The valuation approaches are subject to key judgments and assumptions that are sensitive to change such as judgments and assumptions about sales growth rates, operating margins, the weighted average cost of capital (“WACC”), synergies from the viewpoint of a market participant and comparable company market multiples. When developing these key judgments and assumptions, we consider economic, operational and market conditions that could impact the fair value of the reporting unit. However, estimates are inherently uncertain and represent only management’s reasonable expectations regarding future developments. These estimates and the judgments and assumptions upon which the estimates are based will, in all likelihood, differ in some respects from actual future results. We performed our annual assessment of goodwill in the fourth quarter of 2018 and an impairment was indicated. In accordance with the results of our testing, the goodwill was considered impaired and the asset was removed and a corresponding expense was recorded for asset impairment on the Consolidated Statements of Operations. (See Note 7 to our Consolidated Financial Statements)
Self-insured accruals. We estimate costs required to settle claims related to our self-insured medical, dental and workers' compensation plans. These estimates include costs to settle known claims, as well as incurred and unreported claims. The estimated costs of known and unreported claims are based on historical experience. Actual results could differ from assumptions used to estimate these accruals.
 
Income taxes. Our effective tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in a future period. We evaluate the recoverability of these future tax benefits by assessing the





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 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 $13.3$12.9 million at December 28, 201925, 2021 and $17.0$14.2 million at December 29, 2018.26, 2020. At December 28, 2019,25, 2021, we were in a net deferred tax liability position of $91 thousand. For further information regarding our valuation allowances, see Note 1514 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Dollars in thousands)


Our earnings, cash flows and financial position are exposed to market risks relating to interest rates, among other factors. It is our policy to minimize our exposure to adverse changes in interest rates and manage interest rate risks inherent in funding our Company with debt. We address this financial exposure through a risk management program that includes maintaining a mix of fixed and floating rate debt and the use of interest rate swap agreements (See Note 1312 to the Consolidated Financial Statements).


At December 28, 2019, $9,693,25, 2021, $35,922, or approximately 11%47% of our total debt, was subject to floating interest rates. A one-hundred basis point fluctuation in the variable interest rates applicable to this floating rate debt would have an annual pre-tax impact of approximately $72.$326. Included in the $35,922, is the amount outstanding for the term loans of $24,764. Both loans are currently set to bear interest of 5% for five years. Every five years, these rates will be reset to reflect the then current 5-year treasury rate plus a margin. See Note 9 for further discussion of these loans.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The supplementary financial information required by ITEM 302 of Regulation S-K is included in PART II, ITEM 5 of this report and the Financial Statements are included in a separate section of this report.


Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 9A. CONTROLS AND PROCEDURES


(a) 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 management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation 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 December 28, 2019,26, 2021, the date of the financial statements included in this Form 10-K (the “Evaluation Date”). Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the Evaluation Date.


(b) Changes in Internal Control over Financial Reporting.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 materially 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 principles by accounting professionals. It is also possible that internal control over financial reporting 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. Furthermore, 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, while it is possible to design into the process safeguards to reduce such risk, it is not possible to eliminate all risk.


Our management report on internal control over financial reporting is contained in Item 15(a)(1) of this report.


Item 9B.OTHER INFORMATION

Item 9B.OTHER INFORMATION

None.







PART III.


Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The sections entitled "Information about Nominees for Director" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement of the registrant for the annual meeting of shareholders to be held May 6, 20204, 2022 are incorporated herein by reference. Information regarding the executive officers of the registrant is presented in PART I of this report.


We adopted a Code of Business Conduct and Ethics (the "Code of Ethics") which applies to our principal executive officer, principal financial officer and principal accounting officer or controller, and any persons performing similar functions. A copy of the Code of Ethics is incorporated by reference herein as Exhibit 14 to this report.


Audit Committee Financial Expert


The Board has determined that Michael L. Owens is an audit committee financial expert as defined by Item 407 (e)(5) of Regulation S-K of the Securities Exchange Act of 1934, as amended, and is independent within the meaning of the applicable Securities and Exchange Commission rules and NASDAQ standards. For a brief listing of Mr. Owens' relevant experience, please refer to the "Election of Directors" section of the Company's Proxy Statement.


Audit Committee


We have a standing audit committee.  At December 28, 2019,25, 2021, members of our audit committee are Michael L. Owens, Chairman, William F. Blue, Jr., Charles E. Brock, Lowry F. Kline, and Hilda S. Murray.


Item 11.EXECUTIVE COMPENSATION

Item 11.EXECUTIVE COMPENSATION

The sections entitled "Compensation Discussion and Analysis", "Executive Compensation Information" and "Director Compensation" in the Proxy Statement of the registrant for the annual meeting of shareholders to be held May 6, 20204, 2022 are incorporated herein by reference.


Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The section entitled "Principal Shareholders", as well as the beneficial ownership table (and accompanying notes), in the Proxy Statement of the registrant for the annual meeting of shareholders to be held May 6, 20204, 2022 are incorporated herein by reference.


Equity Compensation Plan Information as of December 28, 201925, 2021


The following table sets forth information as to our equity compensation plans as of the end of the 20192021 fiscal year:
 (a) (b) (c)
Plan CategoryNumber 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 holders271,320 (1)$4.86 (2)250,802 

(1)Includes the options to purchase 141,000 shares of Common Stock under our 2016 Incentive Compensation Plan and 130,320 Performance Units issued under the 2016 Incentive Compensation Plan, each unit being equivalent to one share of Common Stock. Does not include shares of Common Stock issued but not vested pursuant to outstanding restricted stock awards.
(2)Includes the aggregate weighted-average of (i) the exercise price per share for outstanding options to purchase 141,000 shares of Common Stock under our 2016 Incentive Compensation Plan and (ii) the price per share of the Common Stock on the grant date for each of 130,320 Performance Units issued under the 2016 Incentive Compensation Plan (each unit equivalent to one share of Common Stock).

 (a) (b) (c)
Plan CategoryNumber 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 holders278,320
(1)$4.57
(2)204,720

(1)Includes the options to purchase 166,000 shares of Common Stock under our 2016 Incentive Compensation Plan and 112,320 Performance Units issued under the 2016 Incentive Compensation Plan, each unit being equivalent to one share of Common Stock. Does not include shares of Common Stock issued but not vested pursuant to outstanding restricted stock awards.
(2)Includes the aggregate weighted-average of (i) the exercise price per share for outstanding options to purchase 166,000 shares of Common Stock under our 2016 Incentive Compensation Plan and (ii) the price per share of the Common Stock on the grant date for each of 112,320 Performance Units issued under the 2016 Incentive Compensation Plan (each unit equivalent to one share of Common Stock).

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The sections entitled "Certain Transactions Between the Company and Directors and Officers" and "Independent Directors" in the Proxy Statement of the registrant for the annual meeting of shareholders to be held May 6, 20204, 2022 are incorporated herein by reference.





Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

The section entitled "Audit Fees Discussion" in the Proxy Statement of the Registrant for the Annual Meeting of Shareholders to be held May 6, 20204, 2022 is incorporated herein by reference. The independent registered public accounting firm is Dixon Hughes Goodman LLP (PCAOB Firm ID No. 57) located in Atlanta, Georgia.







PART IV.


Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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.

(a)(1) Financial Statements - The response to this portion of Item 15 is submitted as a separate section of this report.
(2) Financial Statement Schedules - The response to this portion of Item 15 is submitted as a separate section of this report.
(3) Exhibits - Please refer to the Exhibit Index which is attached hereto.

(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).


(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).

Item 16. FORM 10-K SUMMARY


None.









SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 23, 2022The Dixie Group, Inc.
Date: March 12, 2020The Dixie Group, Inc.
/s/ DANIEL K. FRIERSON      
By: Daniel K. Frierson
Chairman of the Board and Chief Executive Officer






Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureCapacityDate
/s/ DANIEL K. FRIERSONChairman of the Board, Director and Chief Executive OfficerMarch 23, 2022
Daniel K. Frierson
SignatureCapacityDate
/s/ DANIEL K. FRIERSONChairman of the Board, Director and Chief Executive OfficerMarch 12, 2020
Daniel K. Frierson
/s/ ALLEN L. DANZEYVice President, Chief Financial OfficerMarch 12, 202023, 2022
Allen L. Danzey
/s/ D. KENNEDY FRIERSON, JR.Vice President, Chief Operating Officer and DirectorMarch 12, 202023, 2022
D. Kennedy Frierson, Jr.
/s/ WILLIAM F. BLUE, JR.DirectorMarch 12, 202023, 2022
William F. Blue, Jr.
/s/ CHARLES E. BROCKDirectorMarch 12, 202023, 2022
Charles E. Brock
/s/ LOWRY F. KLINEDirectorMarch 12, 202023, 2022
Lowry F. Kline
/s/ HILDA S. MURRAYDirectorMarch 12, 202023, 2022
Hilda S. Murray
/s/ MICHAEL L. OWENSDirectorMarch 12, 202023, 2022
Michael L. Owens









ANNUAL REPORT ON FORM 10-K


ITEM 8 AND ITEM 15(a)(1) AND ITEM 15(a)(2)


LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES


FINANCIAL STATEMENTS


FINANCIAL STATEMENT SCHEDULES


YEAR ENDED DECEMBER 28, 201925, 2021


THE DIXIE GROUP, INC.


DALTON, GEORGIA











FORM 10-K - ITEM 8 and ITEM 15(a)(1) and (2)


THE DIXIE GROUP, INC. AND SUBSIDIARIES


LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES




The following consolidated financial statements and financial statement schedules of The Dixie Group, Inc. and subsidiaries are included in Item 8 and Item 15(a)(1) and 15(c):



All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, or the information is otherwise shown in the financial statements or notes thereto, and therefore such schedules have been omitted.







Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
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 principles by accounting professionals. It is also possible that internal control over financial reporting 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. Furthermore, 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, while it is possible to design into the process safeguards to reduce such risk, it is not possible to eliminate all risk.


Management, including our principal executive officer and principal financial officer, has used the criteria set forth in the report entitled “Internal Control - Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) to evaluate the effectiveness of its internal control over financial reporting. Management has concluded that its internal control over financial reporting was effective as of December 28, 2019,25, 2021, based on those criteria.


/s/ Daniel K. Frierson
Chairman of the Board and
Chief Executive Officer


/s/ Allen L. Danzey
Chief Financial Officer









Report of Independent Registered Public Accounting Firm
The Shareholders and the Board of Directors of The Dixie Group, Inc.

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of The Dixie Group, Inc. (the "Company") as of December 28, 201925, 2021 and December 29, 2018,26, 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the threetwo years in the period ended December28,2019, 25, 2021, and the related notes and schedule listed in the Index at Item 15(a)(2)15 (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 201925, 2021 and December 29, 2018,26, 2020, and the results of its operations and its cash flows for each of the threetwo years in the period ended December 28, 2019,25, 2021, in conformity with U.S. generally accepted accounting principles.principles in the United States of America (“U.S. GAAP”).

Adoption of New Accounting Standard
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases in fiscal year 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.


Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.


Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter – LIFO Reserve
As disclosed in Notes 1 and 5 to the consolidated financial statements, the Company recognizes its inventory using the last-in, first-out (“LIFO”) method, which requires a reserve to adjust the historical cost carrying value of inventory to the lower of LIFO or market. As of December 25, 2021, the LIFO reserve was approximately $30,498,000. There is inherent complexity in the accounting for the LIFO reserve including complex calculations based on inventory pools, changes in those pools, and lower of cost or market adjustments.

We identified the LIFO reserve as a critical audit matter. The principal considerations for that determination included the complexity of the calculations, the judgment required for market adjustments, and the nature and extent of audit effort required to address the matter.

Our audit procedures to test the appropriateness of the LIFO Reserve, among others:

We tested the completeness of the LIFO reserve by evaluating whether all appropriate inventory items were included in the LIFO reserve calculation and in the appropriate category. This included reconciling the inventory used to calculate the LIFO reserve to the inventory subledger.
We independently recalculated management’s LIFO pool calculation, including pool increases or inventory liquidations.
We tested the aggregation of the pools used to arrive at the LIFO reserve, and considered whether methodologies were consistently applied, or that changes, if any, were in accordance with U.S. GAAP.
We tested a sample of inventory items and tested whether the lower of cost or market adjustments made by management were in accordance with U.S. GAAP.

/s/ Dixon Hughes Goodman LLP

We have served as the Company's auditor since 2013.
Atlanta, Georgia
March 12, 202023, 2022









THE DIXIE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
 December 25,
2021
December 26, 2020
(As Adjusted)
ASSETS
CURRENT ASSETS
Cash and cash equivalents$1,471 $1,920 
Receivables, net40,291 32,902 
Inventories, net82,739 67,900 
Prepaid expenses9,925 7,979 
Current assets of discontinued operations5,991 23,464 
TOTAL CURRENT ASSETS140,417 134,165 
  
PROPERTY, PLANT AND EQUIPMENT, NET48,658 52,905 
OPERATING LEASE RIGHT-OF-USE ASSETS22,534 21,151 
OTHER ASSETS21,138 16,975 
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS2,752 8,506 
TOTAL ASSETS$235,499 $233,702 
LIABILITIES AND STOCKHOLDERS' EQUITY  
CURRENT LIABILITIES  
Accounts payable$16,748 $15,106 
Accrued expenses26,214 19,483 
Current portion of long-term debt3,361 6,116 
Current portion of operating lease liabilities2,528 3,089 
Current liabilities of discontinued operations5,362 11,502 
TOTAL CURRENT LIABILITIES54,213 55,296 
LONG-TERM DEBT, NET73,701 72,041 
OPERATING LEASE LIABILITIES20,692 18,630 
OTHER LONG-TERM LIABILITIES16,030 17,636 
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS4,488 6,308 
TOTAL LIABILITIES169,124 169,911 
COMMITMENTS AND CONTINGENCIES (See Note 18)00
STOCKHOLDERS' EQUITY  
Common Stock ($3 par value per share):  Authorized 80,000,000 shares, issued and outstanding - 14,792,647 shares for 2021 and 14,557,435 shares for 202044,378 43,672 
Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares, issued and outstanding - 1,004,975 shares for 2021 and 880,313 shares for 20203,015 2,641 
Additional paid-in capital157,658 158,329 
Accumulated deficit(138,706)(140,321)
Accumulated other comprehensive income (loss)30 (530)
TOTAL STOCKHOLDERS' EQUITY66,375 63,791 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$235,499 $233,702 
 December 28,
2019
 December 29,
2018
ASSETS   
CURRENT ASSETS   
Cash and cash equivalents$769
 $18
Receivables, net37,138
 42,542
Inventories, net95,509
 105,195
Prepaid expenses6,179
 5,204
TOTAL CURRENT ASSETS139,595
 152,959
    
PROPERTY, PLANT AND EQUIPMENT, NET65,442
 84,111
OPERATING LEASE RIGHT-OF-USE ASSETS24,835
 
OTHER ASSETS17,787
 15,708
TOTAL ASSETS$247,659
 $252,778
    
LIABILITIES AND STOCKHOLDERS' EQUITY   
CURRENT LIABILITIES   
Accounts payable$16,084
 $17,779
Accrued expenses25,418
 30,852
Current portion of long-term debt6,684
 7,794
Current portion of operating lease liabilities3,172
 
TOTAL CURRENT LIABILITIES51,358
 56,425
    
LONG-TERM DEBT81,667
 120,251
OPERATING LEASE LIABILITIES22,123
 
OTHER LONG-TERM LIABILITIES19,300
 17,118
TOTAL LIABILITIES174,448
 193,794
    
COMMITMENTS AND CONTINGENCIES (See Note 19)
 
    
STOCKHOLDERS' EQUITY   
Common Stock ($3 par value per share):  Authorized 80,000,000 shares, issued and outstanding - 15,025,087 shares for 2019 and 15,522,588 shares for 201845,075
 46,568
Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares, issued and outstanding - 836,669 shares for 2019 and 839,304 shares for 20182,510
 2,518
Additional paid-in capital157,547
 156,390
Accumulated deficit(131,113) (146,384)
Accumulated other comprehensive income (loss)(808) (108)
TOTAL STOCKHOLDERS' EQUITY73,211
 58,984
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$247,659
 $252,778


See accompanying notes to the consolidated financial statements.







THE DIXIE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
 Year Ended
 December 25,
2021
December 26, 2020
(As Adjusted)
NET SALES$341,247 $250,869 
Cost of sales263,992 193,538 
GROSS PROFIT77,255 57,331 
Selling and administrative expenses67,926 58,175 
Other operating (income) expense, net(927)(108)
Facility consolidation and severance expenses, net255 3,752 
OPERATING INCOME (LOSS)10,001 (4,488)
Interest expense4,742 5,803 
Other (income) expense, net1 678 
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES5,258 (10,969)
Income tax provision (benefit)105 (1,146)
INCOME (LOSS) FROM CONTINUING OPERATIONS5,153 (9,823)
Income (loss) from discontinued operations, net of tax(3,537)615 
NET INCOME (LOSS)$1,616 $(9,208)
BASIC EARNINGS (LOSS) PER SHARE:  
Continuing operations$0.33 $(0.64)
Discontinued operations(0.23)0.04 
Net income (loss)$0.10 $(0.60)
BASIC SHARES OUTSTANDING15,114 15,316 
DILUTED EARNINGS (LOSS) PER SHARE:  
Continuing operations$0.32 $(0.64)
Discontinued operations(0.23)0.04 
Net income (loss)$0.09 $(0.60)
DILUTED SHARES OUTSTANDING15,250 15,436 
DIVIDENDS PER SHARE:  
Common Stock$ $— 
Class B Common Stock — 
 Year Ended
 December 28,
2019
 December 29,
2018
 December 30,
2017
NET SALES$374,582
 $405,033
 $412,462
Cost of sales288,377
 318,042
 311,249
GROSS PROFIT86,205
 86,991
 101,213
      
Selling and administrative expenses83,825
 92,473
 96,189
Other operating (income) expense, net(23,988) 458
 441
Facility consolidation and severance expenses, net5,019
 3,167
 636
Impairment of assets
 6,709
 
OPERATING INCOME (LOSS)21,349
 (15,816) 3,947
      
Interest expense6,444
 6,491
 5,739
Other (income) expense, net(57) 3
 21
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES14,962
 (22,310) (1,813)
Income tax provision (benefit)(657) (831) 7,509
INCOME (LOSS) FROM CONTINUING OPERATIONS15,619
 (21,479) (9,322)
Income (loss) from discontinued operations, net of tax(348) 95
 (233)
NET INCOME (LOSS)$15,271
 $(21,384) $(9,555)
      
BASIC EARNINGS (LOSS) PER SHARE:     
Continuing operations$0.96
 $(1.36) $(0.59)
Discontinued operations(0.02) 0.01
 (0.01)
Net income (loss)$0.94
 $(1.35) $(0.60)
      
BASIC SHARES OUTSTANDING15,822
 15,764
 15,699
      
DILUTED EARNINGS (LOSS) PER SHARE:     
Continuing operations$0.95
 $(1.36) $(0.59)
Discontinued operations(0.02) 0.01
 (0.01)
Net income (loss)$0.93
 $(1.35) $(0.60)
      
DILUTED SHARES OUTSTANDING15,926
 15,764
 15,699
      
DIVIDENDS PER SHARE:     
Common Stock$
 $
 $
Class B Common Stock
 
 


See accompanying notes to the consolidated financial statements.

Table of Contents35    32






THE DIXIE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)

 Year Ended
 December 25,
2021
December 26, 2020
(As Adjusted)
NET INCOME (LOSS)$1,616 $(9,208)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on interest rate swaps94 (1,316)
Income taxes — 
Unrealized gain (loss) on interest rate swaps, net94 (1,316)
Reclassification of loss into earnings from interest rate swaps (1)646 1,967 
Income taxes174 343 
Reclassification of loss into earnings from interest rate swaps, net472 1,624 
Unrecognized net actuarial gain (loss) on postretirement benefit plans18 — 
Income taxes — 
Unrecognized net actuarial gain (loss) on postretirement benefit plans, net18 — 
Reclassification of net actuarial gain into earnings from postretirement benefit plans (2)(24)(27)
Income taxes — 
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net(24)(27)
Reclassification of prior service credits into earnings from postretirement benefit plans (2) (3)
Income taxes — 
Reclassification of prior service credits into earnings from postretirement benefit plans, net (3)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX560 278 
COMPREHENSIVE INCOME (LOSS)$2,176 $(8,930)

 Year Ended
 December 28,
2019
 December 29,
2018
 December 30,
2017
NET INCOME (LOSS)$15,271
 $(21,384) $(9,555)
      
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:     
Unrealized gain (loss) on interest rate swaps(1,109) 531
 180
Income taxes
 
 68
Unrealized gain (loss) on interest rate swaps, net(1,109) 531
 112
      
Reclassification of loss into earnings from interest rate swaps (1)454
 673
 1,250
Income taxes10
 
 475
Reclassification of loss into earnings from interest rate swaps, net444
 673
 775
      
Unrecognized net actuarial gain (loss) on postretirement benefit plans(6) 18
 11
Income taxes
 
 4
Unrecognized net actuarial gain (loss) on postretirement benefit plans, net(6) 18
 7
      
Reclassification of net actuarial gain into earnings from postretirement benefit plans (2)(27) (27) (30)
Income taxes
 
 (11)
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net(27) (27) (19)
      
Reclassification of prior service credits into earnings from postretirement benefit plans (2)(2) (4) (4)
Income taxes
 
 (1)
Reclassification of prior service credits into earnings from postretirement benefit plans, net(2) (4) (3)
      
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX(700) 1,191
 872
      
COMPREHENSIVE INCOME (LOSS)$14,571
 $(20,193) $(8,683)
(1) Amounts for cash flow hedges reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in interest expense in the Company's Consolidated Statements of Operations.

(2)     Amounts for postretirement plans reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in selling and administrative expenses in the Company's Consolidated Statements of Operations.
(1)Amounts for cash flow hedges reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in interest expense in the Company's Consolidated Statements of Operations.
(2)Amounts for postretirement plans reclassified from accumulated other comprehensive income (loss) to net income (loss) were included in selling and administrative expenses in the Company's Consolidated Statements of Operations.


See accompanying notes to the consolidated financial statements.

Table of Contents36    33






THE DIXIE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
 Year Ended
 December 25,
2021
December 26, 2020
(As Adjusted)
CASH FLOWS FROM OPERATING ACTIVITIES  
Income (loss) from continuing operations$5,153 $(9,823)
Income (loss) from discontinued operations(3,537)615 
Net income (loss)1,616 (9,208)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:  
Depreciation and amortization8,474 9,550 
Benefit for deferred income taxes(69)(343)
Net loss (gain) on property, plant and equipment disposals210 41 
Stock-based compensation (credit) expense477 431 
Bad debt expense451 90 
     Write-off of deferred financing costs— 157 
Changes in operating assets and liabilities:  
Receivables(7,840)(4,671)
Inventories(14,838)7,970 
Prepaids and other current assets(1,946)(2,173)
Accounts payable and accrued expenses7,314 4,156 
Other operating assets and liabilities(4,025)2,115 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES(6,639)7,500 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES - DISCONTINUED OPERATIONS(8,770)6,049 
CASH FLOWS FROM INVESTING ACTIVITIES  
Net proceeds from sales of property, plant and equipment19,475 44 
Purchase of property, plant and equipment(4,376)(1,359)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES15,099 (1,315)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES - DISCONTINUED OPERATIONS141 (401)
CASH FLOWS FROM FINANCING ACTIVITIES  
Net borrowings (payments) on revolving credit facility4,806 (31,341)
Borrowings on notes payable - buildings and other term loans 25,000 
Payments on notes payable - buildings and other term loans(606)(343)
Borrowings on notes payable - equipment and other1,565 1,460 
Payments on notes payable - equipment and other(3,883)(2,380)
Borrowings on finance leases 2,211 
Payments on finance leases(3,152)(4,756)
Change in outstanding checks in excess of cash1,059 2,094 
Repurchases of Common Stock(69)(921)
Payments for debt issuance costs (1,706)
NET CASH USED IN FINANCING ACTIVITIES(280)(10,682)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(449)1,151 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD1,920 769 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$1,471 $1,920 
SUPPLEMENTAL CASH FLOW INFORMATION:  
Interest paid$3,141 $3,591 
Interest paid for financing leases1,483 1,702 
Income taxes paid (received), net982 (100)
Right-of-use assets obtained in exchange for new operating lease4,922 653 
Equipment purchased under notes payable 1,314 
Assets acquired in acquisitions, net of cash acquired1,025 — 
 Year Ended
 December 28,
2019
 December 29,
2018
 December 30,
2017
CASH FLOWS FROM OPERATING ACTIVITIES 
  
  
Income (loss) from continuing operations$15,619
 $(21,479) $(9,322)
Income (loss) from discontinued operations(348) 95
 (233)
Net income (loss)15,271
 (21,384) (9,555)
      
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:     
Depreciation and amortization11,440
 12,653
 12,947
Provision (benefit) for deferred income taxes(487) (537) 8,181
Net loss (gain) on property, plant and equipment disposals(25,281) (1,047) 170
Impairment of assets
 1,164
 
Impairment of goodwill and intangibles
 5,545
 
Stock-based compensation (credit) expense483
 (29) 940
Bad debt expense240
 163
 70
Changes in operating assets and liabilities:     
Receivables5,164
 3,775
 (2,945)
Inventories9,686
 8,462
 (16,420)
Prepaids and other current assets(975) (535) 776
Accounts payable and accrued expenses(3,678) (4,198) (3,161)
Other operating assets and liabilities(176) 1,073
 (609)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES11,687
 5,105
 (9,606)
      
CASH FLOWS FROM INVESTING ACTIVITIES     
Net proceeds from sales of property, plant and equipment37,205
 1,856
 
Purchase of property, plant and equipment(4,235) (4,052) (12,724)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES32,970
 (2,196) (12,724)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Net borrowings (payments) on revolving credit facility(39,524) 1,512
 27,125
Payments on notes payable - buildings(5,475) (731) (731)
Payments on notes payable related to acquisitions
 (791) (1,920)
Borrowings on notes payable - equipment and other1,379
 3,273
 7,612
Payments on notes payable - equipment and other(3,375) (4,260) (4,145)
Borrowings on finance leases11,500
 
 
Payments on finance leases(4,166) (4,617) (3,921)
Change in outstanding checks in excess of cash(3,141) 2,762
 (1,695)
Repurchases of Common Stock(827) (58) (116)
Payments for debt issuance costs(277) 
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES(43,906) (2,910) 22,209
      
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS751
 (1) (121)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD18
 19
 140
CASH AND CASH EQUIVALENTS AT END OF PERIOD$769
 $18
 $19
      
SUPPLEMENTAL CASH FLOW INFORMATION:     
Right-of-use assets obtained in exchange for new finance lease liabilities52
 
 
Equipment purchased under capital leases
 223
 621
Equipment purchased under notes payable
 
 59
Right-of-use assets obtained in exchange for new operating lease liabilities18,167
 
 
Accrued purchases of equipment188
 166
 179

See accompanying notes to the consolidated financial statements.

Table of Contents37    34






THE DIXIE GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(amounts in thousands, except share data)

 Common StockClass B Common StockAdditional Paid-In CapitalAccumulated DeficitAccumulated Other Comprehensive Income (Loss)Total Stockholders' Equity
Balance at December 28, 2019$45,075 $2,510 $157,547 $(131,113)$(808)$73,211 
Repurchases of Common Stock - 555,875 shares(1,668)— 747 — — (921)
Restricted stock grants issued - 131,867 shares265 131 (396)— — — 
Stock-based compensation expense— — 431 — — 431 
Net loss— — — (9,208)— (9,208)
Other comprehensive income— — — — 278 278 
Balance at December 26, 2020$43,672 $2,641 $158,329 $(140,321)$(530)$63,791 
Repurchases of Common Stock - 20,329 shares(61)— (8)— — (69)
Restricted stock grants issued - 387,680 shares789 374 (1,163)— — — 
Restricted stock grants forfeited - 7,477 shares(22)— 18 — — (4)
Class B converted into Common Stock - 2,635 shares— — — — — — 
Stock-based compensation expense— — 481 — — 481 
Net income— — — 1,616 — 1,616 
Other comprehensive loss— — — — 560 560 
Balance at December 25, 2021$44,378 $3,015 $157,657 $(138,705)$30 $66,375 
 Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Balance at December 31, 201645,745
 2,612
 156,381
 (115,656) (1,960) 87,122
Repurchases of Common Stock - 33,112 shares(100) 
 (16) 
 
 (116)
Restricted stock grants issued - 60,000 shares180
 
 (180) 
 
 
Restricted stock grants forfeited - 4,629 shares(14) 
 12
 
 
 (2)
Class B converted into Common Stock - 9,215 shares28
 (28) 
 
 
 
Stock-based compensation expense
 
 942
 
 
 942
Net loss
 
 
 (9,555) 
 (9,555)
Other comprehensive income
 
 
 
 872
 872
Reclassification of stranded tax effects
 
 
 211
 (211) 
Balance at December 30, 201745,839
 2,584

157,139

(125,000)
(1,299) 79,263
Common Stock issued - 39,711 shares119
 
 (119) 
 
 
Repurchases of Common Stock - 20,226 shares(61) 
 4
 
 
 (57)
Restricted stock grants issued - 307,292 shares677
 245
 (922) 
 
 
Restricted stock grants forfeited - 106,196 shares(25) (292) (621) 
 
 (938)
Class B converted into Common Stock - 6,250 shares19
 (19) 
 
 
 
Stock-based compensation expense
 
 909
 
 
 909
Net loss
 
 
 (21,384) 
 (21,384)
Other comprehensive income
 
 
 
 1,191
 1,191
Balance at December 29, 2018$46,568
 $2,518
 $156,390
 $(146,384) $(108) $58,984
Common Stock issued - 29,001 shares87
 
 (87) 
 
 
Repurchases of Common Stock - 511,353 shares(1,535) 
 708
 
 
 (827)
Restricted stock grants forfeited - 17,784 shares(53) 
 42
 
 
 (11)
Class B converted into Common Stock - 2,635 shares8
 (8) 
 
 
 
Stock-based compensation expense
 
 494
 
 
 494
Net income
 
 
 15,271
 
 15,271
Other comprehensive loss
 
 
 
 (700) (700)
Balance at December 28, 2019$45,075
 $2,510
 $157,547
 $(131,113) $(808) $73,211


See accompanying notes to the consolidated financial statements.


Table of Contents38    35



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business


The Company's businesses consist principally of marketing, manufacturing and selling finished carpet, rugs, and luxury vinyl flooring and engineered wood flooring in the domestic floorcovering market. The Company sells floorcovering products in both residential and commercial applications. Additionally, the Company provides manufacturing support to its carpet businesses through its separate processing operations.


Based on applicable accounting standards, the Company has determined that it has one1 reportable segment, Floorcovering comprising of two operating segments, Residential and Commercial. Pursuant to accounting standards,Floorcovering.
On September 13, 2021, the Company acting by and through its wholly owned operating subsidiary, TDG Operations, LLC, sold its Atlas|Masland commercial business (the “Commercial Business”). As a result of entering into a definitive agreement, we have classified the related assets and liabilities associated with our Commercial Business as held for discontinued operations in our consolidated balance sheet . The results of our Commercial Business have been presented as discontinued operations in our consolidated statement of income for all periods presented as the sale represents a shift in our business that has aggregateda major effect on our operations and financial results. Prior to the two operating segments into one reporting segment because they have similar economic characteristics, and the operating segments are similar in allconsummation of the following areas: (a)sale, the natureCompany was neither actively marketing the business for sale nor had intentions to abandon the Commercial Business and as a result did not present the results as assets held for sale or discontinued operations in prior filings. Interest expense and general and administrative expenses were not allocated to discontinued operations. Our consolidated financial statements and disclosures as of and for the year ended December 26, 2020 have been adjusted to reflect such discontinued operations classifications. See Note 21 for further detail of the products and services; (b)Company’s discontinued operations reporting.

Unless specifically noted otherwise, footnote disclosures reflect the natureresults of the production processes; (c) the type or classcontinuing operations only. The results of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment.discontinued operations are presented in footnote 21.


Principles of Consolidation


The Consolidated Financial Statements include the accounts of The Dixie Group, Inc. and its wholly-owned subsidiaries (the "Company"). Significant intercompany accounts and transactions have been eliminated in consolidation.


Use of Estimates in the Preparation of Financial Statements


The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.


Fiscal Year


The Company ends its fiscal year on the last Saturday of December. All references herein to "2019," "2018,""2021" and "2017,""2020" mean the fiscal years ended December 28, 2019, December 29, 2018,25, 2021 and December 30, 2017,26, 2020 respectively. All years presented contained 52 weeks.


Reclassifications

The Company reclassified certain amounts in 2018 and 2017 to conform to the 2019 presentation.


Discontinued Operations


The consolidated financial statements separately report discontinued operations and the results of continuing operations (See Note 22)21).


Cash and Cash Equivalents


Highly liquid investments with original maturities of three months or less when purchased are reported as cash equivalents.


Market Risk


The Company sells carpet to floorcovering retailers, the interior design, architectural and specifier communities and supplies carpet yarn and carpet dyeing and finishing services to certain manufacturers. The Company's customers are located principally throughout the United States. As a percentage of net sales, one1 customer accounted for approximately 11%9% in 2019, 13%2021 and 9% in 2018 and 14% in 2017.2020. No other customer accounted for more than 10% of net sales in 2019, 2018,2021 or 2017,2020, nor did the Company make a significant amount of sales to foreign countries during 2019, 2018,2021 or 2017.2020.




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


Credit Risk


The Company grants credit to its customers with defined payment terms, performs ongoing evaluations of the credit worthiness of its customers and generally does not require collateral. Accounts receivable are carried at their outstanding principal amounts, less an anticipated amount for discounts and an allowance for doubtful accounts, which management believes is sufficient to cover potential credit losses based on historical experience and periodic evaluation of the financial condition of the Company's customers. As a percentage of customer's trade accounts receivable, one1 customer accounted for approximately 18%20% in 2019, 34%2021 and 23% in 2018,



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


and 31% in 2017.2020. Notes receivable are carried at their outstanding principal amounts, less an allowance for doubtful accounts to cover potential credit losses based on the financial condition of borrowers and collateral held by the Company.


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.


Property, Plant and Equipment


Property, plant and equipment are stated at the lower of cost or impaired value. Provisions for depreciation and amortization of property, plant and equipment have been computed for financial reporting purposes using the straight-line method over the estimated useful lives of the related assets, ranging from 10 to 40 years for buildings and improvements, and 3 to 10 years for machinery and equipment. Costs to repair and maintain the Company's equipment and facilities are expensed as incurred. Such costs typically include expenditures to maintain equipment and facilities in good repair and proper working condition.


Impairment of Long-Lived Assets


Long-lived assets are reviewed for impairment when circumstances indicate that the carrying value of an asset may not be fully recoverable. When the carrying value of the asset exceeds the value of its estimated undiscounted future cash flows, an impairment charge is recognized equal to the difference between the asset's carrying value and its fair value. Fair value is estimated using discounted cash flows, prices for similar assets or other valuation techniques.


Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair value of identified net assets acquired in business combinations. In accordance with the provisions of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic ("ASC") 350, “Intangibles-Goodwill and Other,” the Company tests goodwill for impairment annually in the fourth quarter of each year or more frequently if events or circumstances indicate that the carrying value of goodwill associated with a reporting unit may not be fully 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. The Company has identified its reporting unit as its 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, the Company considers 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.

In the goodwill assessment process, the Company compares the carrying value of a reporting unit, including goodwill, to the fair value of the reporting unit to identify potential goodwill impairments. The Company estimates the fair value of the reporting unit by using both a discounted cash flow and comparable company market valuation approach. If an impairment is indicated in the assessment, the impairment would be measured as the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill. (See Note 7).

Identifiable intangible assets with finite lives are generally amortized on a straight-line basis over their respective lives, which range from 10 to 20 years (See Note 7).


Self-Insured Benefit Programs


The Company records liabilities to reflect an estimate of the ultimate cost of claims related to its self-insured medical and dental benefits and workers' compensation. The amounts of such liabilities are based on an analysis of the Company's historical experience for each type of claim.




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Income Taxes


The Company recognizes deferred income tax assets and liabilities for the future tax consequences of the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company evaluates the recoverability of these future tax benefits by assessing the adequacy of future expected taxable income from all sources. In the event that the Company is not able to realize all or a portion of the deferred tax assets in the future, a valuation allowance is provided. The Company recognizes such amounts through a charge to income in the period in which that determination is made or when tax law changes are enacted. The Company accounts for uncertainty in income tax positions according to FASB guidance relating to uncertain tax positions. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense.


Derivative Financial Instruments


The Company does not hold speculative financial instruments, nor does it hold or issue financial instruments for trading purposes. The Company uses derivative instruments, currently interest rate swaps, to minimize the effects of interest rate volatility.


The Company recognizes all derivatives at fair value. Derivatives that are designated as cash flow hedges are linked to specific liabilities on the Company's balance sheet.  The Company assesses, both at inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. When it is determined that a derivative is not highly effective or the derivative expires, is sold, terminated, or exercised, the Company discontinues hedge accounting for that specific hedge instrument. Changes in the fair value of effective cash flow hedges are deferred in accumulated other comprehensive income (loss) ("AOCIL") and reclassified to earnings in the same periods during which the hedge transaction affects earnings. Changes in the fair value of derivatives that are not effective cash flow hedges are recognized in results of operations.


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)



Treasury Stock


The Company classifies treasury stock as a reduction to Common Stock for the par value of such shares acquired and the difference between the par value and the price paid for each share recorded either entirely to retained earnings or to additional paid-in-capital for periods in which the Company does not have retained earnings. This presentation reflects the repurchased shares as authorized but unissued as prescribed by state statute.


Revenue Recognition


The Company derives its revenues primarily from the sale of floorcovering products and processing services. Revenues are recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. The Company determined revenue recognition through the following steps:


Identification of the contract with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, the performance obligation is satisfied




Performance Obligations


For performance obligations related to residential floorcovering and commercial floorcovering products, control transfers at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer and the customer must have the significant risks and rewards of ownership. The Company’s principal terms of sale are FOB Shipping Point and FOB Destination and the Company transfers control and records revenue for product sales either upon shipment or delivery to the customer, respectively. Revenue is allocated to each performance obligation based on its relative stand-alone selling prices. Stand-alone selling prices are based on observable prices at which the Company separately sells the products or services.




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Variable Consideration


The nature of the Company’s business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price, which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns, or price concessions.


Variable consideration is estimated at the most likely amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends.


Advertising Costs


The Company engages in promotional and advertising programs. Expenses relating to these programs are charged to results of operations during the period of the related benefits. These arrangements do not require significant estimates of costs. Costs related to cooperative advertising programs are normally recorded as selling and administrative expenses when the Company can reasonably identify the benefit associated with the program and can reasonably estimate that the fair value of the benefit is equal to or greater than its cost. The amount of advertising and promotion expenses included in selling and administrative expenses was not significant for the years 2019, 2018, or 2017.2021 and 2020.


Warranties


The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products for a period of up to two years. The Company accrues for estimated future assurance warranty costs in the period in which the sale is recorded. The costs are included in cost of sales in the Consolidated Statements of Operations and the product warranty reserve is included in accrued expenses in the Consolidated Balance Sheets. The Company calculates its accrual using


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


the portfolio approach based upon historical experience and known trends.trends (See Note 9.)9). The Company does not provide an additional service-type warranty.


Cost of Sales


Cost of sales includes all costs related to manufacturing the Company's products, including purchasing and receiving costs, inspection costs, warehousing costs, freight costs, internal transfer costs or other costs of the Company's distribution network.


Selling and Administrative Expenses


Selling and administrative expenses include all costs, not included in cost of sales, related to the sale and marketing of the Company's products and general administration of the Company's business.


Operating Leases


The Company determines if an arrangement is an operating lease or a financing lease at inception. A lease exists if the Company obtains substantially all of the economic benefits of, and has the right to control the use of, an asset for a period of time. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease agreement. Lease assets and obligations are recognized at the lease commencement date based on the present value of lease payments over the term of the lease. Right-of-use assets may also be adjusted to reflect any prepayments made or any incentive payments received. Generally, the Company's leases do not provide a readily determinable implicit interest rate, therefore, the Company uses its incremental borrowing rate, which is based on information available at the lease commencement date, to determine the present value of lease payments.


The Company has operating leases primarily for real estate and equipment used in manufacturing. Operating lease expense is recognized in continuing operations on a straight-line basis over the lease term within cost of sales and selling and administrative expenses. Financing lease expense is comprised of both interest expense, which is recognized using the effective interest method, and amortization of the right-of-use assets. These expenses are presented consistently with the presentation of other interest expense and amortization or depreciation of similar assets. In determining lease asset values, the Company considers fixed and variable payment terms, prepayments, incentives, and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Stock-Based Compensation


The Company recognizes compensation expense relating to stock-based payments based on the fair value of the equity or liability instrument issued. Restricted stock grants with pro-rata vesting are expensed using the straight-line method. (Terms of the Company's awards are specified in Note 17). The Company accounts for forfeitures when they actually occur.


NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS



Accounting Standards Adopted in Fiscal 20192021


In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)," which requires lessees to recognize on the Consolidated Balance Sheets right-of-use assets, representing the right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842)" providing an optional transition method allowing entities to apply the new lease standard at the adoption date and recognize a cumulative effect adjustment in the period of adoption. The Company elected this transition method.
The Company adopted the new standard effective December 30, 2018, the first day of the Company's fiscal year. Consistent with the optional transition method allowed as part of the modified retrospective transition approach provided in ASU No. 2018-11, the Company did not adjust comparative periods. The new standard applied to leases that have commenced as of the effective date, December 30, 2018, with a cumulative effect adjustment recorded as of that date. At adoption, the Company recorded Right-of-use assets of $9,401 and a corresponding liability of $9,842. The Company also elected to apply the package of practical expedients allowed in ASC 842-10-65-1 whereby the Company need not reassess whether any expired or existing contracts are or contain leases, the Company need not reassess the lease classification for any expired or existing leases, and the Company need not reassess initial direct costs for any existing leases. The Company's adoption of the ASU resulted in the addition of Right of Use Assets on the Consolidated Balance Sheet for the right to use the underlying assets of operating leases. The Company did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. In addition, the corresponding liability for the remaining balance of the operating leases is included in the liability section of the Consolidated Balance Sheet. For all asset classes, the Company elected to not recognize a right-of-use asset and lease liability for leases with a term of twelve months or less. The adoption of this ASU did not result in a material adjustment to the Consolidated Statements of Stockholders' Equity or the Consolidated Statements of Operations.
In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." The amendments in this ASU update current guidance by more closely aligning the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company's adoption of this ASU did not have a significant impact on its consolidated financial statements.

In October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815) - Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes.” This update permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes. For entities that have not already adopted Update 2017-12, the amendments in this Update are required to be adopted concurrently with the amendments in Update 2017-12. The Company's adoption of this ASU did not have a significant impact on its consolidated financial statements.

Accounting Standards Yet to Be Adopted

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which amends the impairment model to utilize an expected loss methodology in place of the current incurred loss methodology, which will result in the more timely recognition of losses. For public entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company does not believe the adoption of this ASU, including the subsequently issued codification improvements update ("Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," ASU 2019-04) and the targeted transition relief update ("Financial Instruments-Credit Losses (Topic 326)," ASU 2019-05), will have a significant impact on the consolidated financial statements due to the nature of the Company's customers and the limited amount of write-offs in past years.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This update is a part of FASB’s disclosure framework project to improve the effectiveness of disclosures in the notes to financial statements. The amendments in this update remove, modify, and add certain



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


disclosure requirements within Topic 820. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of this update and an entity is permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until the effective date. Certain disclosure amendments are to be applied prospectively for only the most recent interim or annual period presented, while other amendments are to be applied retrospectively to all periods presented. The Company does not believe that the adoption of this ASU will have a significant impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation“Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20) - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans.” This update is a part of FASB’s disclosure framework project to improve the effectiveness of disclosures in the notes to financial statements. The amendments in this update modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This standard is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. Upon adoption, this update is to be applied on a retrospective basis to all periods presented. The Company does not believe that the adoption of this ASU willdid not have a significant impact on itsthe consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes." The standard eliminates the need for an organization to analyze whether the following apply in a given period: (1) the exception to the incremental approach for intraperiod tax allocation; (2) the exceptions to accounting for basis differences when there are ownership changes in foreign investments; and (3) the exception in interim periods income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, (4) enacted changes in tax laws in interim periods and (5) certain income tax accounting for employee stock


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


ownership plans and affordable housing projects. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. See footnote 14 on Income Taxes for further information.


Accounting Standards Yet to Be Adopted

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which amends the impairment model to utilize an expected loss methodology in place of the current incurred loss methodology, which will result in the more timely recognition of losses. For smaller reporting entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. The ASU, including the subsequently issued codification improvements update ("Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," ASU 2019-04) and the targeted transition relief update ("Financial Instruments-Credit Losses (Topic 326)," ASU 2019-05), is not expected to have a significant impact on the consolidated financial statements due to the nature of the Company's customers and the limited amount of write-offs in past years.




NOTE 3 - REVENUE


Disaggregation of Revenue from Contracts with Customers


The following table disaggregates the Company’s revenue from continuing and discontinued operations by end-user markets for the years ended December 28, 2019, December 29, 2018, and December 30, 2017:markets:
20212020
(As Adjusted)
Residential floorcovering products, continuing operations$341,247 $250,869 
Commercial floorcovering products, discontinued operations$48,070 $65,070 
Total net sales, continuing and discontinued operations$389,317 $315,939 
  2019 2018 2017
Residential floorcovering products $268,186
 $289,129
 $279,038
Commercial floorcovering products 103,286
 113,971
 131,372
Other services 3,110
 1,933
 2,052
Total net sales $374,582
 $405,033
 $412,462




Residential floorcovering products. Residential floorcovering products include broadloom carpet, rugs, luxury vinyl flooring and engineered hardwood. These products are sold into the designer, retailer, mass merchant and builder markets.


Commercial floorcovering products. Commercial floorcoveringfloorcovering products include broadloom carpet, carpet tile, rugs, and luxury vinyl flooring. These products are sold into the corporate, hospitality, healthcare, government, and education markets through the use of designers and architects.


Other services. Other services include carpet yarn processing and carpet dyeing services.


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


Contract Balances


Other than receivables that represent an unconditional right to consideration, which are presented separately (See Note 4), the Company does not recognize any contract assets which give conditional rights to receive consideration, as the Company does not incur costs to obtain customer contracts that are recoverable. The Company often receives cash payments from customers in advance of the Company’s performance for limited production run orders resulting in contract liabilities. These contract liabilities are classified in accrued expenses in the Consolidated Condensed Balance Sheets based on the timing of when the Company expects to recognize revenue, which is typically less than a year. The net decrease or increase in the contract liabilities is primarily driven by order activity for limited runs requiring deposits offset by the recognition of revenue and application of deposit on the receivables ledger for such activity during the period. The activity in the advanced deposits for the year ended December 28, 2019, December 29, 2018, and December 30, 2017 iscontinuing operations are as follows:

20212020
(As Adjusted)
Beginning contract liability$1,005 $920 
Revenue recognized from contract liabilities included in the beginning balance(927)(883)
Increases due to cash received, net of amounts recognized in revenue during the period1,207 968 
Ending contract liability$1,285 $1,005 

 2019 2018 2017
Beginning contract liability$6,013
 $5,717
 $8,212
Revenue recognized from contract liabilities included in the beginning balance(5,873) (5,717) (7,820)
Increases due to cash received, net of amounts recognized in revenue during the period4,545
 6,013
 5,325
Ending contract liability$4,685
 $6,013
 $5,717




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


NOTE 4 - RECEIVABLES, NET


Receivables are summarized as follows:
20212020
(As Adjusted)
Customers, trade$37,148 $31,074 
Other receivables3,251 1,920 
Gross receivables40,399 32,994 
Less: allowance for doubtful accounts(108)(92)
Receivables, net$40,291 $32,902 
 2019 2018
Customers, trade$34,285
 $40,121
Other receivables3,115
 2,595
Gross receivables37,400
 42,716
Less: allowance for doubtful accounts(262) (174)
Receivables, net$37,138
 $42,542


Bad debt expense was $240$451 in 2019, $1632021 and $90 in 2018, and $70 in 2017.2020.


NOTE 5 - INVENTORIES, NET


Inventories are summarized as follows:
20212020
(As Adjusted)
Raw materials$35,337 $23,877 
Work-in-process15,186 12,086 
Finished goods62,592 46,017 
Supplies and other122 168 
LIFO reserve(30,498)(14,248)
Inventories, net$82,739 $67,900 





 2019 2018
Raw materials$32,377
 $36,875
Work-in-process18,642
 20,274
Finished goods64,978
 67,085
Supplies and other260
 190
LIFO reserve(20,748) (19,229)
Inventories, net$95,509
 $105,195



THE DIXIE GROUP, INC.
In March 2019, the Company incurred an inventory liquidation due to a consignment agreement with a primary vendor of raw materials. The former inventory levels are not expected to be reinstated. The Company recognized the effect within 2019 which resultedNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in liquidations of LIFO inventories carried at prevailing costs established in prior years and reduced cost of sales by $281.thousands, except per share data)



NOTE 6 - PROPERTY, PLANT AND EQUIPMENT, NET


Property, plant and equipment consists of the following:
20212020
(As Adjusted)
Land and improvements$3,422 $3,422 
Buildings and improvements51,430 51,479 
Machinery and equipment158,248 158,492 
Assets under construction811 1,167 
213,911 214,560 
Accumulated depreciation(165,253)(161,655)
Property, plant and equipment, net$48,658 $52,905 
 2019 2018
Land and improvements$3,422
 $8,528
Buildings and improvements51,432
 63,389
Machinery and equipment179,993
 183,900
Assets under construction1,459
 2,675
 236,306
 258,492
Accumulated depreciation(170,864) (174,381)
Property, plant and equipment, net$65,442
 $84,111


Depreciation of property, plant and equipment, including amounts for finance leases, totaled $11,219$8,272 in 2019, $12,1412021 and $9,332 in 2018 and $12,436 in 2017.2020.





THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill is $0 as of December 28, 2019 and December 29, 2018, respectively. The Company performed its annual assessment of goodwill in the fourth quarters of 2018 and 2017 with no impairment indicated in 2017. At the end of 2018, it was determined that the carrying value was greater than calculated fair value. Also at the end of 2018, the intangibles were determined to not be recoverable based on revised projections. Impairment costs incurred are classified as "impairment of assets" in the Company's Consolidated Statements of Operations.

The following table represents the details of the Company's intangible assets that were subject to amortization during 2018:

 2018
 Gross Accumulated Amortization Impairment Net
Customer relationships$208
 $(96) $(112) $
Rug design coding144
 (86) (58) 
Trade names3,300
 (1,314) (1,986) 
Total$3,652
 $(1,496) $(2,156) $

Amortization expense for intangible assets is summarized as follows:
 2019 2018 2017
Customer relationships$
 $16
 $16
Rug design coding
 14
 15
Trade names
 275
 275
Amortization expense$
 $305
 $306


NOTE 87 - ACCRUED EXPENSES


Accrued expenses are summarized as follows:
20212020
(As Adjusted)
Compensation and benefits (1)$10,703 $6,357 
Provision for customer rebates, claims and allowances7,562 6,998 
Advanced customer deposits1,285 1,005 
Outstanding checks in excess of cash3,153 2,094 
Other3,511 3,029 
Accrued expenses$26,214 $19,483 

(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 $3,233.

 2019 2018
Compensation and benefits (1)$8,804
 $8,186
Provision for customer rebates, claims and allowances7,682
 9,300
Advanced customer deposits4,685
 6,013
Outstanding checks in excess of cash
 3,141
Other4,247
 4,212
Accrued expenses$25,418
 $30,852

(1)Includes a liability related to the Company's self-insured Workers' Compensation program.  This program is collateralized by letters of credit in the aggregate amount of $2,744.




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


NOTE 98 - PRODUCT WARRANTY RESERVES


The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products. Product warranty reserves are included in accrued expenses in the Company's Consolidated Balance Sheets. The following is a summary of the Company's product warranty activity:activity for continuing operations:
 2021 2020
(As Adjusted)
Product warranty reserve at beginning of period$895 $796 
Warranty liabilities accrued636 640 
Warranty liabilities settled(481)(541)
Changes for pre-existing warranty liabilities — 
Product warranty reserve at end of period$1,050 $895 

 2019 2018
Product warranty reserve at beginning of period$1,069
 $1,173
Warranty liabilities accrued1,667
 2,341
Warranty liabilities settled(1,695) (2,380)
Changes for pre-existing warranty liabilities(39) (65)
Product warranty reserve at end of period$1,002
 $1,069



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


NOTE 109 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS


Long-term debt consists of the following:
20212020
Revolving credit facility$33,158 $28,353 
Term loans24,781 24,970 
Notes payable - buildings5,484 5,900 
Notes payable - equipment and other1,607 3,926 
Finance lease - buildings10,873 11,097 
Finance lease obligations2,913 5,841 
Deferred financing costs, net(1,754)(1,930)
Total long-term debt77,062 78,157 
Less: current portion of long-term debt3,361 6,116 
Long-term debt$73,701 $72,041 
 2019 2018
Revolving credit facility$59,693
 $99,219
Notes payable - buildings6,213
 11,688
Notes payable - equipment and other3,533
 5,528
Finance lease - buildings11,296
 
Finance lease obligations8,187
 12,096
Deferred financing costs, net(571) (486)
Total long-term debt88,351
 128,045
Less: current portion of long-term debt6,684
 7,794
Long-term debt$81,667
 $120,251


Revolving Credit Facility


During the fourth quarter of 2020, the Company amended its credit agreemententered into a $75,000 Senior Secured Revolving Credit Facility with Wells Fargo Capital Finance to reduce the sizeFifth Third Bank National Association as lender. The loan is secured by a first priority security interest on all accounts receivable, cash, and inventory, and provides for borrowing limited by certain percentages of values of the Senior Credit Facility from $150,000 to $120,000 and adjust the availability limitation related to the fixed coverage ratio from $16,500 to $15,000 upon closing of the sale lease back of the Susan Street property. The changes to the credit facility were implemented by the twelfth and thirteenth amendments to the credit agreement, effective October 3, 2019 and October 22, 2019, respectively. These amendments were intended to permit the sale and leaseback of the Company's Susan Street Facility and, upon completion of the sale, to adjust the credit agreement's borrowing base. The borrowing base is currently equal to specified percentages of the Company's eligible accounts receivable inventories, fixed assets and real property less reserves established, from time to time, by the administrative agent under the facility.inventory. The revolving credit facility matures on September 23, 2021. The revolving credit facility is secured by a first priority lien on substantially all of the Company's assets.October 30, 2025.


At the Company's election, advances of the revolving credit facility bear interest at annual rates equal to either (a) LIBOR for 1, 2, or 3 month periods, as selected by the Company,defined with a floor or 0.75% or published LIBOR, plus an applicable margin ranging between 1.50% and 2.00%, or (b) the higher of the prime rate the Federal Funds rate plus 0.5%, or a daily LIBOR rate plus 1.00%, plus an applicable margin ranging between 0.50% and 1.00%. The applicable margin is determined based on availability under the revolving credit facility with margins increasing as availability decreases. As of December 28, 2019,25, 2021, the applicable margin on ourthe Company's revolving credit facility was 1.75%. for LIBOR and 0.75% for Prime. The Company pays an unused line fee on the average amount by which the aggregate commitments exceed utilization of the revolving credit facility equal to 0.375%0.25% per annum. The weighted-average interest rate on borrowings outstanding under the revolving credit facility was 4.79%3.00% at December 28, 201925, 2021 and 4.58% at2.68% for December 29, 2018.26, 2020.


The agreement is subject to customary terms and conditions and annual administrative fees with pricing varying on excess availability and a fixed charge coverage ratio. The agreement is also subject to certain compliance, affirmative, and financial covenants. As of the reporting date, the Company is in compliance or has obtained an appropriate waiver for all such applicable covenants. The Company is only subject to the financial covenants if borrowing availability is less than 12.5% of the availability, and remains until the availability is greater than 12.5% for thirty consecutive days. As of December 26, 2021, the unused borrowing availability under the revolving credit facility includeswas $37,632.

Effective October 30, 2020, the Company's previous Senior Secured Credit Facility with Wells Fargo Capital Finance, LLC was terminated and repaid, with the subsequent new loans, by the Company upon notice to the lender in accordance with the terms of the facility.

Term Loans

Effective October 28, 2020, the Company entered into a $10,000 principal amount USDA Guaranteed term loan with AmeriState Bank as lender. The term of the loan is 25 years and bears interest at a minimum 5.00% rate or 4.00% above 5-year treasury, to be reset every 5 years at 3.5% above 5-year treasury. The loan is secured by a first mortgage on the Company’s Atmore, Alabama and Roanoke, Alabama facilities and requires certain compliance, affirmative, and negative covenants that impose restrictionsfinancial covenants. As of the reporting date, the Company is in compliance with all such covenants.

Effective October 29, 2020, the Company entered into a $15,000 principal amount USDA Guaranteed term loan with the Greater Nevada Credit Union as lender. The term of the loan is 10 years and bears interest at a minimum 5.00% rate or 4.00% above 5- year treasury, to be reset after 5 years at 3.5% above 5-year treasury. The loan is secured by a first lien on a substantial portion of the Company’s machinery and equipment, a second lien on the Company'sCompany’s Atmore and Roanoke facilities and a certificate of deposit. The loan requires certain compliance, affirmative, and financial covenants and, business operations. The revolving credit facility restricts the Company's borrowing availability if its fixed charge coverage ratio is less than 1.1 to 1.0. During any period that the fixed charge coverage ratio is less than 1.1 to 1.0, the Company's borrowing availability is reduced by $15,000. As part of Amendment Thirteen to the credit agreement an additional availability block of $5,000 was established to be reduced upon reaching a specially defined fixed charge coverage ratio of 1.1 to 1.0 for a consecutive period of 3 months or 6 months. Contingent upon reaching the desired fixed coverage ratio, the availability block will reduce to $2,500 when the three-month threshold is reached and $0 once reaching the six-month threshold. Amendment Thirteen also adjusted the sizeas of the restricted borrowing availability thatreporting date, the Company is triggered when the fixed charge coverage ratio is less than 1.1 to 1.0.


Table of Contents47    43



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



in compliance with all such covenants. Payments on the loan are interest only over the first three years and principal and interest over the remaining seven years.
As of December 28, 2019, the unused borrowing availability under the revolving credit facility was $33,787; however, since the Company's fixed charge coverage ratio was less than 1.1 to 1.0, the unused availability accessible by the Company was $18,787 (the amount above $15,000) at December 28, 2019. Availability under the credit agreement will vary based on seasonal business factors and periodic changes to the qualified asset base, which consists of accounts receivable, inventories and fixed assets.


Notes Payable - Buildings


On November 7, 2014, the Company entered into a ten-year $8,330 note payable to purchase a previously leased distribution center in Adairsville, Georgia. The note payable is scheduled to mature on November 7, 2024 and is secured by the distribution center. The note payable bears interest at a variable rate equal to one-month LIBOR plus 2.0% and is payable in equal monthly installments of principal of $35, plus interest calculated on the declining balance of the note, with a final payment of $4,165 due on maturity. In addition, the Company entered into an interest rate swap with an amortizing notional amount effective November 7, 2014 which effectively fixes the interest rate at 4.50%.


Notes Payable - Equipment and Other


The Company's equipment financing notes have terms ranging from 1 to 7 years, bearbore interest ranging from 1.00%1.60% to 7.68%7.00% through the year 2021 and are due in monthly installments through their maturity dates. The Company's equipment financing notes are secured by the specific equipment financed and do not contain any financial covenants.

Finance Lease - Buildings


On January 14, 2019, the Company, entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with Saraland Industrial, LLC, an Alabama limited liability company (the “Purchaser”). Pursuant to the terms of the Purchase and Sale Agreement, the Company sold its Saraland facility, and approximately 17.12 acres of surrounding property located in Saraland, Alabama (the “Property”) to the Purchaser for a purchase price of $11,500. Concurrent with the sale of the Property, the Company and the Purchaser entered into a twenty-year lease agreement (the “Lease Agreement”), whereby the Company will lease back the Property at an annual rental rate of $977, subject to annual rent increases of 1.25%. Under the Lease Agreement, the Company has two (2) consecutive options to extend the term of the Lease by ten years for each such option. This transaction was recorded as a failed sale and leaseback as the present value of lease payments exceeded 90% of its fair value. The Company recorded a liability for the amounts received, will continue to depreciate the asset, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining assets will be zero at the end of the lease term. Concurrently with the sale, the Company paid off the approximately $5,000 mortgage on the property to First Tennessee Bank National Association and terminated the related fixed interest rate swap agreement.


Finance Lease Obligations


The Company's capitalizedfinanced lease obligations have terms ranging from 3 to 7 years, bear interest ranging from 3.55% to 7.76% and are due in monthly or quarterly installments through their maturity dates. The Company's capitalfinance lease obligations are secured by the specific equipment leased.


Interest Payments and See Note 10 for further discussion of the impact of COVID-19 on the Company's finance lease obligations.

Debt Maturities


Cash paid for interest for continuing operations was $6,303 in 2019, $6,290 in 2018, and $5,373 in 2017. These amounts include cash paid for financing leases of $1,378 in 2019, $791 in 2018, and $611 in 2017. Maturities of long-term debt for periods following December 28, 201925, 2021 are as follows:
 Long-Term
Debt
Finance Leases (See Note 10)Total
2022$2,257 $1,104 $3,361 
2023943 2,344 3,287 
20246,578 325 6,903 
202535,345 357 35,702 
20262,279 396 2,675 
Thereafter17,627 9,261 26,888 
Total maturities of long-term debt$65,029 $13,787 $78,816 
Deferred financing costs, net(1,754)— (1,754)
Total long-term debt$63,275 $13,787 $77,062 
 
Long-Term
Debt
 Finance Leases (See Note 11) Total
 
2020$2,673
 $4,011
 $6,684
202161,116
 3,392
 64,508
2022687
 1,209
 1,896
2023416
 535
 951
2024382
 322
 704
Thereafter4,165
 10,014
 14,179
Total maturities of long-term debt$69,439
 $19,483
 $88,922
Deferred financing costs, net(571) 
 (571)
Total long-term debt$68,868
 $19,483
 $88,351






THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



NOTE 1110 - LEASES


COVID-19 Pandemic
In response to the large volume of anticipated lease concessions to be granted related to the effects of the COVID-19 pandemic, and the resulting expected cost and complexity of applying the lease modification requirements in ASC 842, the FASB issued Staff Q&A-Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic, in April 2020 as interpretive guidance to provide clarity in response to the crisis. The FASB staff indicated that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how they would be accounted for as though enforceable rights and obligations for those concessions existed in the original contract. Consequently, for such lease concessions, an entity will not need to reassess each existing contract to determine whether enforceable rights and obligations for concessions exist and an entity can then elect to apply or not to apply the lease modification guidance in ASC 842 to those contracts. This election is available for concessions related to the effects of the COVID-19 pandemic that will result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract.
The Company has made this election and, consequently, for such lease concessions, did not reassess each existing contract to determine whether enforceable rights and obligations for concessions existed and elected not to apply the lease modification guidance in ASC 842 to those contracts. The Company has accounted for the concessions as if no changes to the lease contract were made and has subsequently increased accounts payable and has continued to recognize expense during the deferral period.

Balance sheet information related to right-of-use assets and liabilities is as follows:
Balance Sheet LocationDecember 28, 2019Balance Sheet LocationDecember 25, 202112/26/2020
(As Adjusted)
Operating Leases:  Operating Leases:
Operating lease right-of-use assetsOperating lease right-of-use assets$24,835
Operating lease right-of-use assets$22,534 $21,151 
  
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities3,172
Current portion of operating lease liabilities2,528 3,089 
Noncurrent portion of operating lease liabilitiesOperating lease liabilities22,123
Noncurrent portion of operating lease liabilitiesOperating lease liabilities20,692 18,630 
Total operating lease liabilities $25,295
Total operating lease liabilities$23,220 $21,719 
  
Finance Leases:  Finance Leases:
Finance lease right-of-use assetsProperty, plant, and equipment, net$15,152
Finance lease right-of-use assets (1)Finance lease right-of-use assets (1)Property, plant, and equipment, net$10,111 $14,332 
  
Current portion of finance lease liabilitiesCurrent portion of long-term debt4,011
Noncurrent portion of finance lease liabilitiesLong-term debt15,472
Current portion of finance lease liabilities (1)Current portion of finance lease liabilities (1)Current portion of long-term debt1,104 2,771 
Noncurrent portion of finance lease liabilities (1)Noncurrent portion of finance lease liabilities (1)Long-term debt12,683 14,167 
 $19,483
$13,787 $16,938 

(1) Includes leases classified as failed sale-leaseback transactions.
Lease cost recognized in the consolidated financial statements is summarized as follows:
   December 28, 2019
Operating lease cost  $3,528
    
Finance lease cost:   
     Amortization of lease assets  3,000
     Interest on lease liabilities  1,378
Total finance lease costs  $4,378

Other supplemental information related to leases is summarized as follows:
December 28, 2019
Weighted average remaining lease term (in years):
     Operating leases8.42
     Finance leases12.03
Weighted average discount rate:
     Operating leases6.98%
     Finance leases6.72%
Cash paid for amounts included in the measurement of lease liabilities for the twelve months ended December 28, 2019:
     Operating cash flows from operating leases3,518
     Operating cash flows from finance leases1,378
     Financing cash flows from finance leases4,166





THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Lease cost recognized in the consolidated financial statements is summarized as follows:
December 25, 2021December 26, 2020
Operating lease cost$4,479 $4,734 
Finance lease cost:
     Amortization of lease assets (1)2,069 3,160 
     Interest on lease liabilities (1)1,483 1,702 
Total finance lease costs (1)$3,552 $4,862 
(1) Includes leases classified as failed sale-leaseback transactions.

Other supplemental information related to leases is summarized as follows:
December 25, 2021December 26, 2020
Weighted average remaining lease term (in years):
     Operating leases7.657.89
     Finance leases (1)13.8212.57
Weighted average discount rate:
     Operating leases6.30 %6.81 %
     Finance leases (1)9.73 %9.42 %
Cash paid for amounts included in the measurement of lease liabilities:
     Operating cash flows from operating leases4,395 4,568 
     Operating cash flows from finance leases (1)1,483 1,702 
     Financing cash flows from finance leases (1)3,152 4,756 
(1) Includes leases classified as failed sale-leaseback transactions.

The following table summarizes the Company's undiscounted future minimum lease payments under non-cancellable contractual obligations for operating and financing lease liabilities as of December 28, 2019:year end:

Fiscal YearOperating LeasesFinance Leases
20223,919 2,386 
20233,708 3,409 
20243,631 1,045 
20253,670 1,053 
20263,707 1,066 
Thereafter11,003 13,918 
Total future minimum lease payments (undiscounted)29,638 22,877 
Less: Present value discount(6,418)(9,090)
Total lease liability23,220 13,787 
Fiscal Year Operating LeasesFinance Leases
2020 4,833
5,207
2021 4,455
4,347
2022 4,062
2,015
2023 3,190
1,283
2024 2,883
1,042
Thereafter 14,465
16,041
Total future minimum lease payments (undiscounted) 33,888
29,935
Less: Present value discount (8,593)(10,452)
Total lease liability 25,295
19,483


On October 22, 2019, the Company sold its Susan Street facility in Santa Ana, California to CenterPoint Properties Trust. The sale price was $37,195. The gain on the sale transaction was $25,121. The transaction was accounted for as a successful sale-leaseback.


Concurrent with the sale of the Susan Street facility, the Company (by a wholly-owned subsidiary) entered into an operating lease to lease back the property for a term of 10 years with two2 5 year renewal options. The initial annual rental is $2,083 increasing at 2% per year for the term of the lease. The lease requires the landlord to make certain required capital improvements, at no further rental increase or charge to the Company. The Company is responsible for normal maintenance of the building and facilities. The companyCompany concurrently executed a lease guaranty, pursuant to which it guaranteed the prompt payment when due of all rent payments to be made under the lease agreement.


Commitments for minimum rentals under non-cancelable leases, including any applicable rent escalation clauses, were as follows under Topic 840 for 2018:THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


 
Capital
Leases
 
Operating
Leases
2019$4,590
 $3,002
20204,205
 2,533
20213,333
 2,121
2022989
 1,667
2023244
 882
Thereafter
 3,155
Total commitments13,361
 13,360
Less amounts representing interest(1,265) 
Total$12,096
 $13,360



Rental expense was approximately $4,453 and $3,687 during 2018 and 2017, respectively.

NOTE 1211 - FAIR VALUE MEASUREMENTS


Fair value is defined as the exchange value of an asset or a liability in an orderly transaction between market participants. The fair value guidance outlines a valuation framework and establishes a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and disclosures. The hierarchy consists of three levels as follows:


Level 1 - Quoted market prices in active markets for identical assets or liabilities as of the reported date;


Level 2 - Other than quoted market prices in active markets for identical assets or liabilities, quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and other than quoted prices for assets or liabilities and prices that are derived principally from or corroborated by market data by correlation or other means; and




THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Level 3 - Measurements using management's best estimate of fair value, where the determination of fair value requires significant management judgment or estimation.


The following table reflects the fair values of assets and liabilities measured and recognized at fair value on a recurring basis on the Company's Consolidated Balance Sheets as of December 28, 2019 and December 29, 2018:Sheets:
 20212020Fair Value Hierarchy Level
Liabilities:  
Interest rate swaps (1)$210 $440 Level 2
 2019 2018 Fair Value Hierarchy Level
Assets:     
Interest rate swaps (1)$
 $36
 Level 2
      
Liabilities:     
Interest rate swaps (1)$1,653
 $1,008
 Level 2


(1)(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.

Changes in the fair value measurementsof 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 unobservable inputs (Level 3) duringimpact on the years ending December 28, 2019 and December 29, 2018 were as follows:
 2019 2018
Beginning balance$
 $25
Fair value adjustments
 1
Settlements
 (26)
Ending balance$
 $

There were no transfersvaluations due to changes in credit ratings of assets or liabilities between Level 1, Level 2 and Level 3 during 2019 or 2018. If any, the Company recognizes the transfers in or transfers out at the end of the reporting period.its counterparties.




The carrying amounts and estimated fair values of the Company's financial instruments are summarized as follows:
 20212020
 CarryingFairCarryingFair
 AmountValueAmountValue
Financial assets:    
Cash and cash equivalents$1,471 $1,471 $1,920 $1,920 
Financial liabilities:  
Long-term debt, including current portion63,275 61,721 61,219 58,803 
Finance leases, including current portion13,787 16,389 16,938 18,451 
Interest rate swaps210 210 440 440 
 2019 2018
 Carrying Fair Carrying Fair
 Amount Value Amount Value
Financial assets:       
Cash and cash equivalents$769
 $769
 $18
 $18
Notes receivable, including current portion
 
 282
 282
Interest rate swaps
 
 36
 36
Financial liabilities: 
      
Long-term debt, including current portion68,868
 72,115
 115,949
 112,519
Finance leases, including current portion19,483
 20,361
 12,096
 11,723
Operating leases, including current portion25,295
 25,295
 
 
Interest rate swaps1,653
 1,653
 1,008
 1,008


The fair values of the Company's long-term debt and finance leases were estimated using market rates the Company believes would be available for similar types of financial instruments and represent level 2 measurements. The fair values of cash and cash equivalents and notes receivable approximate their carrying amounts due to the short-term nature of the financial instruments.



Table of Contents51    47



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



NOTE 1312 - DERIVATIVES


The Company's earnings, cash flows and financial position are exposed to market risks relating to interest rates. It is the Company's policy to minimize its exposure to adverse changes in interest rates and manage interest rate risks inherent in funding the Company with debt. The Company addresses this risk by maintaining a mix of fixed and floating rate debt and entering into interest rate swaps for a portion of its variable rate debt to minimize interest rate volatility.


The following is a summary of the Company's interest rate swaps as of December 28, 2019:year end::
TypeNotional Amount Effective DateFixed RateVariable RateTypeNotional AmountEffective DateFixed RateVariable Rate
Interest rate swap$25,000
 September 1, 2016 through September 1, 20213.105%1 Month LIBORInterest rate swap$5,796 (1)November 7, 2014 through November 7, 20244.500%1 Month LIBOR
Interest rate swap$25,000
 September 1, 2015 through September 1, 20213.304%1 Month LIBOR
Interest rate swap$6,213
(1)November 7, 2014 through November 7, 20244.500%1 Month LIBOR
(1) Interest rate swap notional amount amortizes by $35 monthly to maturity.


The following table summarizes the fair values of derivative instruments included in the Company's Consolidated Balance Sheets:
Location on Consolidated Balance SheetsFair Value
20212020
Liability Derivatives:
Derivatives designated as hedging instruments:
Interest rate swaps, current portionAccrued Expenses$110 $135 
Interest rate swaps, long-term portionOther Long-Term Liabilities100 305 
Total Liability Derivatives$210 $440 
 Location on Consolidated Balance SheetsFair Value
 2019 2018
Asset Derivatives:    
Derivatives designated as hedging instruments:    
Interest rate swaps - current portionPrepaids and other current assets$
 $14
Interest rate swaps - long-term portionOther Assets
 22
Total Asset Derivatives $
 $36
     
Liability Derivatives:    
Derivatives designated as hedging instruments:    
Interest rate swaps, current portionAccrued Expenses$841
 $335
Interest rate swaps, long-term portionOther Long-Term Liabilities812
 673
Total Liability Derivatives $1,653
 $1,008


The following tables summarize the pre-tax impact of derivative instruments on the Company's consolidated financial statements:
 Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative
 20212020
Derivatives designated as hedging instruments:  
Cash flow hedges - interest rate swaps$94 $(1,316)
 Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)
 20212020
Derivatives designated as hedging instruments:  
Cash flow hedges - interest rate swaps$135 $1,106 
Amount of Gain or (Loss) Recognized on the Dedesignated Portion in Income on Derivative (3)
20212020
Derivatives dedesignated as hedging instruments:
Cash flow hedges - interest rate swaps$511 $861 
 Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative
 2019 2018 2017
Derivatives designated as hedging instruments:     
Cash flow hedges - interest rate swaps$(1,109) $531
 $180
      
 Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)
 2019 2018 2017
Derivatives designated as hedging instruments:     
Cash flow hedges - interest rate swaps$(454) $(673) $(1,250)


(1)(1)The amount of gain (loss) reclassified from AOCIL is included in interest expense on the Company's Consolidated Statements of Operations.
(2)The amount of loss expected to be reclassified from AOCIL into earnings during the next 12 months subsequent to fiscal 2019 is $841.

The amount of gain (loss) recognized in income on the ineffective portion of interest rate swaps, if any, is included in other (income) expense, net on the Company's Consolidated Statements of Operations. There was no ineffective portion for the periods presented.




Table of Contents52    48    



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



(2)The amount of loss expected to be reclassified from AOCIL into earnings during the next 12 months subsequent to December 25, 2021 is $123. See footnote 23 Subsequent Events for further information.
(3)The amount of gain (loss) recognized in income on the dedesignated portion of interest rate swaps is included in other income or other expense on the Company's Consolidated Statements of Operations. The amount of expense recognized on the Company's Consolidated Statements of Operations for the terminated portion of interest rate swaps is included in interest expense.

On October 30, 2020, the Company terminated 2 interest rate swap agreements tied to its revolving line of credit. The cost to terminate the swap agreements was $1,427. During the fourth quarter of 2020, the Company performed its retrospective and prospective effectiveness assessments of the interest rate swap agreements. Based upon the Company's ability to secure additional fixed asset borrowings, the Company could no longer assert that the cash flows for $25,000 of notional amount of the interest rate swaps are probable. Because it is probable that none of the remaining forecasted interest payments that were being hedged by the second $25,000 interest rate swap will occur, the related losses that had been deferred in AOCIL were immediately reclassified into other (income) expense. However, the losses related to the first $25,000 interest rate swap was reclassified from AOCIL to interest expense as the hedged interest payments are recognized as the Company could not establish that future cash flows are probable not to occur on the first interest rate swap.

NOTE 1413 - EMPLOYEE BENEFIT PLANS


Defined Contribution Plans


The Company sponsors a 401(k) defined contribution plan that covers a significant portion, or approximately 85%86% of the Company's associates. This plan includes a mandatory Company match on the first 1% of participants' contributions. The Company matches the next 2% of participants' contributions if the Company meets prescribed earnings levels. The plan also provides for additional Company contributions above the 3% level if the Company attains certain additional performance targets. Matching contribution expense for this 401(k) plan was $418$1,176 in 2019, $4482021 and $345 in 2018 and $484 in 2017.2020.


Additionally, the Company sponsors a 401(k) defined contribution plan that covers those associates at one1 facility who are under a collective-bargaining agreement, or approximately 15%14% of the Company's associates. Under this plan, the Company generally matches participants' contributions, on a sliding scale, up to a maximum of 2.75% of the participant's earnings. Matching contribution expense for the collective-bargaining 401(k) plan was $143$101 in 2019, $1232021 and $96 in 2018 and $125 in 2017.2020.


Non-Qualified Retirement Savings Plan


The Company sponsors a non-qualified retirement savings plan that allows eligible associates to defer a specified percentage of their compensation. The obligations for continuing operations owed to participants under this plan were $16,203$15,794 at December 28, 201925, 2021 and $13,943$15,081 at December 29, 201826, 2020 and are included in other long-term liabilities in the Company's Consolidated Balance Sheets. The obligations for discontinued operations owed to participants under this plan were $2,218 at December 25, 2021 and $2,566 at December 26, 2020 and are included in long term liabilities of discontinued operations in the Company's Consolidated Balance Sheets.The obligations are unsecured general obligations of the Company and the participants have no right, interest or claim in the assets of the Company, except as unsecured general creditors. The Company utilizes a Rabbi Trust to hold, invest and reinvest deferrals and contributions under the plan. Amounts are invested in Company-owned life insurance in the Rabbi Trust and the cash surrender value of the policies for continuing operations was $16,500$16,608 at December 28, 201925, 2021 and $13,822$15,385 at December 29, 201826, 2020 and is included in other assets in the Company's Consolidated Balance Sheets. The cash surrender value of the policies for discontinued operations was $2,218 at December 25, 2021 and $2,566 at December 26, 2020 and is included in long term assets of discontinued operations in the Company's Consolidated Balance Sheets.


Multi-Employer Pension Plan


TheRecognized within discontinued operations, the Company contributes to a multi-employer pension plan under the terms of a collective-bargaining agreement that covers its union-represented employees. These union-represented employees represented approximately 15% of the Company's total employees. The risks of participating in multi-employer plans are different from single-employer plans. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability.


The Company's participation in the multi-employer pension plan for 20192021 is provided in the table below. The "EIN/Pension Plan Number" column provides the Employee Identification Number (EIN) and the three digit plan number. The most recent Pension Protection Act (PPA) zone status available in 20192021 and 20182020 is for the plan's year-end at 20182020 and 2017,2019, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates a plan for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject.


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


Pension FundEIN/Pension Plan NumberPension Protection Act Zone StatusFIP/RP Status Pending/Implemented (1)Contributions (2)Surcharge Imposed (1)Expiration Date of Collective-Bargaining AgreementPension FundEIN/Pension Plan NumberPension Protection Act Zone StatusFIP/RP Status Pending/Implemented (1)Contributions (2)Surcharge Imposed (1)Expiration Date of Collective-Bargaining Agreement
201920182019
2018
2017
2021December 26, 2020
(As Adjusted)
202120202019
The Pension Plan of the National Retirement Fund13-6130178 - 001RedImplemented$335
$320
$313
Yes6/4/2022The Pension Plan of the National Retirement Fund13-6130178 - 001RedImplemented$280 $272 $335 Yes6/4/2022


(1) The collective-bargaining agreement requires the Company to contribute to the plan at the rate of $0.47 per compensated hour for each covered employee. The Company will make additional contributions, as mandated by law, in accordance with the fund's 2010 Rehabilitation Plan which required a surcharge equal to $0.03 per hour (from $0.47 to $0.50) effective June 1, 2014 to May 31, 2015, a surcharge equal to $0.03$0.03 per hour (from $0.50 to $0.53) effective June 1, 2015 to May 31, 2016, a surcharge equal to $0.02 per hour (from $0.53 to $0.55) effective June 1, 2016 to May 31, 2017, a surcharge equal to $0.03 per hour (from $0.55 to $0.58) effective June 1, 2017 to May 31, 2018, a surcharge equal to $0.02 per hour (from $0.58 to $0.60) effective June 1, 2018 to May 31, 2019, and a surcharge equal to $0.03 per hour (from $0.60 to $0.63) effective June 1, 2019 to May 31, 2020.2020, and a surcharge equal to $0.03 per hour (from $0.63 to $0.66) effective June 1, 2020 to May 31, 2021. Based upon current employment and benefit levels, the Company's contributions to the multi-employer pension plan are expected to be approximately $342$290 for 2020.



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


2022.
(2) The Company's contributions to the plan do not represent more than 5% of the total contributions to the plan for the most recent plan year available.


Postretirement Plans


The Company sponsors a postretirement benefit plan that provides life insurance to a limited number of associates upon retirement as part of a collective bargaining agreement.


Information about the benefit obligation and funded status of the Company's postretirement benefit plan is summarized as follows:
2019 2018 20212020
Change in benefit obligation:   Change in benefit obligation:  
Benefit obligation at beginning of year$331
 $325
Benefit obligation at beginning of year$390 $360 
Service cost7
 8
Service cost8 
Interest cost17
 17
Interest cost16 17 
Actuarial (gain) loss6
 (18)Actuarial (gain) loss(17)
Benefits paid(1) (1)Benefits paid(1)(1)
Benefit obligation at end of year360
 331
Benefit obligation at end of year396 390 
   
Change in plan assets:   Change in plan assets:  
Fair value of plan assets at beginning of year
 
Fair value of plan assets at beginning of year — 
Employer contributions1
 1
Employer contributions1 
Benefits paid(1) (1)Benefits paid(1)(1)
Fair value of plan assets at end of year
 
Fair value of plan assets at end of year — 
   
Unfunded amount$(360) $(331)Unfunded amount$(396)$(390)



The balance sheet classification of the Company's liability for the postretirement benefit plan is summarized as follows:
 2019 2018
Accrued expenses$16
 $15
Other long-term liabilities344
 316
Total liability$360
 $331


Benefits expected to be paid on behalf of associates for the postretirement benefit plan during the period 2020 through 2029 are summarized as follows:
Years
Postretirement
Plan
2020$16
202115
202215
202314
202414
2025 - 202975

Assumptions used to determine the benefit obligation of the Company's postretirement benefit plan are summarized as follows:
 2019 2018
Weighted-average assumptions as of year-end:   
Discount rate (benefit obligation)3.50% 4.00%

Table of Contents54    50    



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



The balance sheet classification of the Company's liability for the postretirement benefit plan is summarized as follows:

 20212020
Accrued expenses$19 $17 
Other long-term liabilities377 373 
Total liability$396 $390 


Benefits expected to be paid on behalf of associates for the postretirement benefit plan during the period 2021 through 2030 are summarized as follows:
YearsPostretirement
Plan
2022$19 
202318 
202417 
202517 
202616 
2027-3183 

Assumptions used to determine the benefit obligation of the Company's postretirement benefit plan are summarized as follows:
 20212020
Weighted-average assumptions as of year-end:  
Discount rate (benefit obligation)3.25 %3.25 %

Components of net periodic benefit cost (credit) for the postretirement plan are summarized as follows:
 20212020
Service cost$8 $
Interest cost16 17 
Amortization of prior service credits — 
Recognized net actuarial gains(22)(25)
Net periodic benefit cost (credit)$2 $— 
 2019 2018 2017
Service cost$7
 $8
 $7
Interest cost17
 17
 16
Amortization of prior service credits(3) (4) (4)
Recognized net actuarial gains(27) (28) (30)
Net periodic benefit cost (credit)$(6) $(7) $(11)


Pre-tax amounts included in AOCIL for the Company's postretirement benefit plan at 20192020 are summarized as follows:
 Postretirement Benefit Plan
 Balance at 20212022 Expected Amortization
Unrecognized actuarial gains$(309)$(22)
Totals$(309)$(22)
 Postretirement Benefit Plan
 Balance at 2019 2020 Expected Amortization
Prior service credits$
 $(3)
Unrecognized actuarial gains(339) (27)
Totals$(339) $(30)

NOTE 15 - INCOME TAXES

The provision (benefit) for income taxes on income (loss) from continuing operations consists of the following:
 2019 2018 2017
Current     
Federal$(287) $(178) $278
State107
 (116) (950)
Total current(180) (294) (672)
      
Deferred     
Federal(385) (434) 7,535
State(92) (103) 646
Total deferred(477) (537) 8,181
Income tax provision (benefit)$(657) $(831) $7,509



Table of Contents55    51    



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



NOTE 14 - INCOME TAXES

The provision (benefit) for income taxes on income (loss) from continuing operations consists of the following:
 20212020
(As Adjusted)
Current  
Federal$141 $(912)
State136 109 
Total current277 (803)
Deferred  
Federal(139)(277)
State(33)(66)
Total deferred(172)(343)
Income tax provision (benefit)$105 $(1,146)

Differences between the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate to income (loss) from continuing operations before taxes are summarized as follows:
2019 2018 2017 20212020
(As Adjusted)
Federal statutory rate21% 21% 35%Federal statutory rate21 %21 %
Statutory rate applied to income (loss) from continuing operations before taxes$3,142
 $(4,685) $(635)Statutory rate applied to income (loss) from continuing operations before taxes$1,104 $(2,296)
Plus state income taxes, net of federal tax effect12
 (173) (198)Plus state income taxes, net of federal tax effect81 34 
Total statutory provision (benefit)3,154
 (4,858) (833)Total statutory provision (benefit)1,185 (2,262)
Effect of differences:     Effect of differences:  
Nondeductible meals and entertainment77
 90
 161
Nondeductible meals and entertainment1 30 
Executive compensation limitation
 258
 
Executive compensation limitation37 — 
Federal tax credits(545) (286) (200)Federal tax credits(227)(279)
Reserve for uncertain tax positions39
 27
 8
Reserve for uncertain tax positions7 
Change in valuation allowance(3,400) 3,990
 6,470
Change in valuation allowance(857)1,236 
Tax reform
 
 1,749
Stock-based compensation86
 82
 146
Stock-based compensation(18)141 
Other items(68) (134) 8
Other items(23)(19)
Income tax provision (benefit)$(657) $(831) $7,509
Income tax provision (benefit)$105 $(1,146)


On December 22, 2017, the President signed the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act, among other things, lowered the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The Company substantially completed its provisional analysis of the income tax effects of the Tax Act and recorded a reasonable estimate of such effects during the fourth quarter of 2017. Pursuant to Staff Accounting Bulletin No. 118, the Company has completed its analysis and all adjustments have been included in income from continuing operations as an adjustment to income tax expense.

The income tax benefit for the twelve months ended December 28, 2019 was $657 compared with an income tax benefit of $831 for the twelve months ended December 29, 2018. During the fourth quarter of 2017, the Company recorded a full valuation allowance against its deferred tax assets, which remains in effect as of December 25, 2021. The Company intends to maintain this position until there is sufficient evidence to support the reversal of all or some portion of these allowances. The Company also has certain assets with indefinite lives for which the basis is different for book and tax. In accordance with ASC 740-10-30-18, the deferred tax liability related to these intangible assets resultingcannot be used to offset deferred tax assets when determining the amount of the valuation allowance for deferred tax assets which are not more-likely-than-not to be realized. The result is that the Company is in a net deferred tax liability position of $91 at December 25, 2021 and December 26, 2020, respectively, which is recorded in other long-term liabilities in the Company's Consolidated Balance Sheets.

The income tax provision for the twelve months ended December 25, 2021 was $105 compared with an income tax benefit of $1,146 for the twelve months ended December 26, 2020. Due to its full valuation allowance against its deferred tax balances, the Company is only able to recognize refundable credits, a small amount of state taxes, and benefits for both the reduction of certain indefinite lived assets not covered by the Company's valuation allowance being recognizedand the recognition of stranded tax effects within other comprehensive income (loss) related to the termination of certain derivative contracts in the tax benefit for 20182020 and 2019. The2021. In 2021, the Company is in a net deferred tax liability positionadopted ASU 2019-12 which impacts the accounting for income taxes. One of $91 and $568 at December 28, 2019 and December 29, 2018, respectively. These amounts are included in other long-term liabilitiesthe items in the Company's Consolidated Balance Sheets.

The income tax expense for 2017 was $7,509, which includednew accounting standard is a chargeremoval of $1,749 relatedthe exception to the re-measurement of certain net deferredincremental approach for intraperiod tax assets using the lower U.S. corporate income tax rate and a charge of $6,420 to increase the Company's valuation allowance related to its net deferred tax asset. The majority of the increaseallocation in the valuation allowance was related toevent of a loss from continuing operations and income from other financial statement components. In 2020, the revised treatment of net operating losses under the Tax Act. Absent the impact of the Tax Act, the effective income tax benefit rate for 2017 would have been 36.4%.

Income tax payments, net of (income tax refunds) received for continuing and discontinued operations were $128 in 2019, $20 in 2018 and $44 in 2017.


Company had a loss from
Table of Contents56    52    



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



continuing operations and income from discontinued operations. Because the Company did not early adopt ASU 2019-12 for the 2020 reporting year, the income from discontinued operations was considered a source of taxable income to realize a partial tax benefit for the loss generated by continuing operations. As such, the 2020 financial statements reflect tax expense in discontinued operations and a tax benefit in continuing operations. Applying the change on a prospective basis, this did not occur in 2021 and as such created a difference in the effective tax rate for continuing operations between 2020 and 2021.



Significant components of the Company's deferred tax assets and liabilities are as follows:
 2021 2020
(As Adjusted)
Deferred tax assets:  
Inventories$2,316 $2,061 
Retirement benefits824 1,126 
State net operating losses3,033 3,305 
Federal net operating losses 556 
State tax credit carryforwards1,669 1,688 
Federal tax credit carryforwards4,136 4,413 
Allowances for bad debts, claims and discounts1,779 1,874 
Other3,958 4,595 
Total deferred tax assets17,715 19,618 
Valuation allowance(12,851)(14,202)
Net deferred tax assets4,864 5,416 
Deferred tax liabilities: 
Property, plant and equipment4,955 5,507 
Total deferred tax liabilities4,955 5,507 
Net deferred tax liability$(91)$(91)
 2019 2018
Deferred tax assets:   
Inventories$3,336
 $4,128
Retirement benefits1,394
 1,718
State net operating losses3,362
 4,142
Federal net operating losses715
 4,560
State tax credit carryforwards1,688
 1,688
Federal tax credit carryforwards4,282
 3,721
Allowances for bad debts, claims and discounts1,978
 2,199
Other4,039
 5,646
Total deferred tax assets20,794
 27,802
Valuation allowance(13,264) (16,993)
Net deferred tax assets7,530
 10,809
    
Deferred tax liabilities:   
Property, plant and equipment7,621
 11,377
Total deferred tax liabilities7,621
 11,377
    
Net deferred tax liability$(91) $(568)


At December 28, 2019, $71525, 2021, $3,033 of deferred tax assets related to approximately $3,404 of federal net operating loss carryforwards and $3,362 of deferred tax assets related to approximately $63,244$58,180 of state net operating loss carryforwards. In addition, $4,282$4,136 of federal tax credit carryforwards and $1,688$1,669 of state tax credit carryforwards were available to the Company. The federal tax credit carryforwards will expire between 2029 and 2040.2042. The federal net operating loss carryforwards generated in 2018 have no expiration. The state net operating loss carryforwards and the state tax credit carryforwards will expire between 20192021 and 2040.2041. A valuation allowance of $13,264$12,851 is recorded to reflect the estimated amount of deferred tax assets that may not be realized during the carryforward periods. At December 28, 2019,25, 2021, the Company is in a net deferred tax liability position of $91 which is included in other long-term liabilities in the Company's Consolidated Balance Sheets.


Tax Uncertainties


The Company accounts for uncertainty in income tax positions according to FASB guidance relating to uncertain tax positions. Unrecognized tax benefits were $480$494 at December 28, 2019, $44125, 2021 and $487 at December 29, 2018, and $414 at December 30, 2017.26, 2020. Such benefits, if recognized, would affect the Company's effective tax rate. There were no significant interest or penalties accrued as of December 28, 2019, December 29, 2018,25, 2021 or December 30, 2017.26, 2020.


The following is a summary of the change in the Company's unrecognized tax benefits:
 20212020
Balance at beginning of year$487 $480 
Additions based on tax positions taken during a current period7 
Balance at end of year$494 $487 
Table of Contents53    


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


 2019 2018 2017
Balance at beginning of year$441
 $414
 $406
Additions based on tax positions taken during a current period39
 27
 8
Reductions related to settlement of tax matters
 
 
Balance at end of year$480
 $441
 $414


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 tax years subsequent to 20152017 remain open to examination for U.S. federal income taxes. The majority of state jurisdictions remain open for tax years subsequent to 2015.2017. A few state jurisdictions remain open to examination for tax years subsequent to 2014.2016.



Table of Contents57    


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


NOTE 1615 - COMMON STOCK AND EARNINGS (LOSS) PER SHARE


Common & Preferred Stock


The Company's charter authorizes 80,000,000 shares of Common Stock with a $3 par value per share and 16,000,000 shares of Class B Common Stock with a $3 par value per share. Holders of Class B Common Stock have the right to twenty20 votes per share on matters that are submitted to Shareholders for approval and to dividends in an amount not greater than dividends declared and paid on Common Stock. Class B Common Stock is restricted as to transferability and may be converted into Common Stock on a one1 share for one share basis. The Company's charter also authorizes 200,000,000 shares of Class C Common Stock, $3 par value per share, and 16,000,000 shares of Preferred Stock. No shares of Class C Common Stock or Preferred Stock have been issued.


Earnings (Loss) Per Share


The Company's unvested stock awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are considered participating securities and are included in the computation of earnings per share. The accounting guidance requires additional disclosure of EPS for common stock and unvested share-based payment awards, separately disclosing distributed and undistributed earnings. Undistributed earnings represent earnings that were available for distribution but were not distributed. Common stock and unvested share-based payment awards earn dividends equally. All earnings were undistributed in all periods presented.


Table of Contents54    


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


The following table sets forth the computation of basic and diluted earnings (loss) per share from continuing operations:
 2021 2020
(As Adjusted)
Basic earnings (loss) per share:
Income (loss) from continuing operations$5,153 $(9,823)
Less: Allocation of earnings to participating securities(200)— 
Income (loss) from continuing operations available to common shareholders - basic$4,953 $(9,823)
Basic weighted-average shares outstanding (1)15,114 15,316 
Basic earnings (loss) per share - continuing operations$0.33 $(0.64)
Diluted earnings (loss) per share:
Income (loss) from continuing operations available to common shareholders - basic$4,953 $(9,823)
Add: Undistributed earnings reallocated to unvested shareholders2 — 
Income (loss) from continuing operations available to common shareholders - basic$4,955 $(9,823)
Basic weighted-average shares outstanding (1)15,114 15,316 
Effect of dilutive securities: 
Stock options (2)6 — 
Directors' stock performance units (2)130 — 
Diluted weighted-average shares outstanding (1)(2)15,250 15,316 
Diluted earnings (loss) per share - continuing operations$0.32 $(0.64)

(1)Includes Common and Class B Common shares, excluding 669 and 360 unvested participating securities, in thousands, for 2021 and 2020, respectively.
(2)Shares issuable under stock option plans where the exercise price is greater than the average market price of the Company's Common Stock during the relevant period and directors' stock performance units have been excluded to the extent they are anti-dilutive. Aggregate shares excluded were 4 in 2021 and 281 in 2020.

 2019 2018 2017
Basic earnings (loss) per share:     
Income (loss) from continuing operations$15,619
 $(21,479) $(9,322)
Less: Allocation of earnings to participating securities(468) 
 
Income (loss) from continuing operations available to common shareholders - basic$15,151
 $(21,479) $(9,322)
Basic weighted-average shares outstanding (1)15,822
 15,764
 15,699
Basic earnings (loss) per share - continuing operations$0.96
 $(1.36) $(0.59)
      
Diluted earnings (loss) per share:     
Income (loss) from continuing operations available to common shareholders - basic$15,151
 $(21,479) $(9,322)
Add: Undistributed earnings reallocated to unvested shareholders3
 
 
Income (loss) from continuing operations available to common shareholders - basic$15,154
 $(21,479) $(9,322)
Basic weighted-average shares outstanding (1)15,822
 15,764
 15,699
Effect of dilutive securities:     
Stock options (2)
 
 
Directors' stock performance units (2)104
 
 
Diluted weighted-average shares outstanding (1)(2)15,926
 15,764
 15,699
Diluted earnings (loss) per share - continuing operations$0.95
 $(1.36) $(0.59)

(1)Includes Common and Class B Common shares, excluding 461, 570, and 434 unvested participating securities, in thousands, for 2019, 2018, and 2017, respectively.
(2)Shares issuable under stock option plans where the exercise price is greater than the average market price of the Company's Common Stock during the relevant period and directors' stock performance units have been excluded to the extent they are anti-dilutive. Aggregate shares excluded were 166 in 2019, 422 in 2018 and 448 in 2017.

NOTE 1716 - STOCK PLANS AND STOCK COMPENSATION EXPENSE


The Company recognizes compensation expense relating to share-based payments based on the fair value of the equity instrument issued and records such expense in selling and administrative expenses in the Company's Consolidated Statements of Operations. The number of shares to be issued is determined by dividing the specified dollar value of the award by the market value

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


per share on the grant date. The Company's stock compensation expense (credit) was $483$477 in 2019, $(29)2021 and $431 in 2018 and $940 in 2017. The credit in 2018 is related to the reversal of stock compensation that did not vest.2020.


2016 Incentive Compensation Plan


On May 3, 2016, the Company's shareholders' approved and adopted the Company's 2016 Incentive Compensation Plan (the "2016 Incentive Compensation Plan") which provides for the issuance of a maximum of 800,000 shares of Common Stock and/or Class B Common Stock for the grant of options, and/or other stock-based or stock-denominated awards to employees, officers, directors, and agents of the Company and its participating subsidiaries. The 2016 Incentive Compensation Plan and the allocation of shares thereunder superseded and replaced The Dixie Group, Inc. Stock Awards Plan, as amended (the "2006 Plan") and the allocation of shares thereunder. The 2006 Plan was terminated with respect to new awards. Awards previously granted under the 2006 Plan continue to be governed by the terms of that plan and are not affected by its termination. On May 6, 2020, the board approved an amendment of the Company's 2016 Incentive Compensation Plan to increase the original number of shares by an additional 500,000.


2006 Stock Awards Plan


The Company had a Stock Awards Plan, ("2006 Plan"), as amended, which provided for the issuance of up to 1,800,000 shares of Common Stock and/or Class B Common Stock as stock-based or stock-denominated awards to directors of the Company and to salaried employees of the Company and its participating subsidiaries.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


Restricted Stock Awards


Each executive officer has the opportunity to earn a Primary Long-Term Incentive Award of restricted stock and separately receive an award of restricted stock denominated as “Career Shares.” The number of shares issued, if any, is based on the market price of the Company’s Common Stock at the time of grant of the award, subject to a $5.00 per share minimum value. Primary Long-Term Incentive Awards vest over three years. For participants over age 60, Career Shares awards fully vest when the participant becomes (i) qualified to retire from the Company and (ii) has retained such shares two years following the grant date. For the participants under age 60, Career Shares vest ratably over five years beginning on the participant's 61st birthday.


On March 12, 2018,February 1, 2021, the Company granted 297,292issued 22,000 shares of restricted stock to certain key employees. The grant-date fair value of the awards was $832,$86, or $2.80$3.89 per share, and willis expected to be recognized as stock compensation expense over a weighted-average period of 6.12.5 years from the date the awards were granted. 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.

On July 30, 2018, the Company granted 10,000 shares of restricted stock to an employee. The grant-date fair value of the award was $20, or $2.00 per share and will be recognized as stock compensation over a three-year vesting period from the date the award was granted. The 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.


On March 10, 2017,2021, the Company granted 40,000issued 325,680 shares of restricted stock to certain key employees. The grant-date fair value of the awards was $140,$984, or $3.50$3.02 per share, and willis expected to be recognized as stock compensation expense over a three-year vestingweighted-average period of 5.3 years from the date the awards were granted. 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.

On September 1, 2017, the Company granted 10,000 shares of restricted stock to a key employee. The grant-date fair value of the award was $42, or $4.15 per share, and will be recognized as stock compensation expense over a three-year vesting period from the date the award was granted. The 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.

On September 18, 2017, the Company granted 10,000 shares of restricted stock to a key employee. The grant-date fair value of the award was $41, or $4.05 per share, and will be recognized as stock compensation expense over a three-year vesting period from the date the award was granted. The 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.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Restricted stock activity for the threetwo years ended December 28, 2019 isare summarized as follows:
 Number of SharesWeighted-Average Grant-Date Fair Value
Outstanding at December 28, 2019461,423 4.30 
Granted131,867 1.00 
Vested(233,639)3.90 
Outstanding at December 26, 2020359,651 $3.35 
Granted387,680 $3.11 
Vested(70,509)$1.84 
Forfeited(7,477)$3.40 
Outstanding at December 25, 2021669,345 $3.34 
 Number of Shares Weighted-Average Grant-Date Fair Value
Outstanding at December 31, 2016457,378
 $7.41
Granted60,000
 3.70
Vested(78,908) 8.79
Forfeited(4,629) 5.96
Outstanding at December 30, 2017433,841
 6.66
Granted307,292
 2.77
Vested(64,939) 6.58
Forfeited(106,196) 9.51
Outstanding at December 29, 2018569,998
 4.04
Vested(90,791) 2.83
Forfeited(17,784) 3.48
Outstanding at December 28, 2019461,423
 $4.30


As of December 28, 2019,25, 2021, unrecognized compensation cost related to unvested restricted stock was $989.$1,337. That cost is expected to be recognized over a weighted-average period of 8.66.5 years. The total fair value of shares vested was approximately $94, $173$243 and $276$241 during 2019, 20182021 and 2017,2020, respectively.


Stock Performance Units


The Company's non-employee directors receive an annual retainer of $18 in cash and $18 in value of Stock Performance Units (subject to a $5.00 minimum per unit). If market value at the date of the grants is above $5.00 per share; there is no reduction in the number of units issued. However, if the market value at the date of the grants is below $5.00, units will be reduced to reflect the $5.00 per share minimum. Upon retirement, the Company issues the number of shares of Common Stock equivalent to the number of Stock Performance Units held by non-employee directors at that time. As of December 28, 2019, 112,32025, 2021, 130,320 Stock Performance Units were outstanding under this plan. As of December 28, 2019,25, 2021, there was no unrecognized compensation cost related to Stock Performance Units was $5. That cost is expected to be recognized over a weighted-average period of 0.3 years.Units.


Stock Options


Options granted under the Company's 2006 Plan and the 2016 Plan were exercisable for periods determined at the time the awards are granted. Effective 2009, the Company established a $5.00 minimum price for calculating the number of options to be granted.


On May 30, 2017, the Company granted 203,000 options with a market condition to certain key employees of the Company at a weighted-average exercise price of $4.30. The grant-date fair value of these options was $306. These options vest over a two-year period and require the Company's stock to trade at or above $7.00 for five5 consecutive trading days after the two-year period and within five years of issuance to meet the market condition.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


The fair value of each option was estimated on the date of grant using a lattice model. Expected volatility was based on historical volatility of the Company's stock, using the most recent period equal to the expected life of the options. The risk-free interest rate was based on the U.S. Treasury yield for a term equal to the expected life of the option at the time of grant. The Company uses historical exercise behavior data of similar employee groups to determine the expected lives of options.


The following weighted-average assumptions were used to estimate the fair value of stock options granted:
 2019 (1) 2018 (1) 2017
Expected Volatility% % 47.80%
Risk-free interest rate% % 1.79%
Dividend yield% % %
Expected life of options (yrs)0
 0
 5
(1) No options were granted during the years ended December 28, 201925, 2021 and December 29, 2018.26, 2020.





Option activity for the two years ended is summarized as follows:
 Number of SharesWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Life (in years)Weighted-Average Fair Value of Options Granted During the Year
Outstanding at December 28, 2019166,000 4.33 — — 
Granted— — — — 
Exercised— — — — 
Forfeited(15,000)4.17 — — 
Outstanding at December 26, 2020151,000 4.35 1.40— 
Granted— — — — 
Exercised— — — — 
Forfeited(10,000)4.17 — — 
Outstanding at December 25, 2021141,000 $4.36 0.40$— 
Options exercisable at:   
December 26, 2020— — — — 
December 25, 2021— — — — 

At December 25, 2021, there was no intrinsic value of outstanding stock options and no intrinsic value of exercisable stock options. At December 25, 2021, there was no unrecognized compensation expense related to unvested stock options.

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THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)



Option activity for the three years ended December 28, 2019 is summarized as follows:
 Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years)Weighted-Average Fair Value of Options Granted During the Year
Outstanding at December 31, 2016103,500
 $5.00
   $
Granted203,000
 4.30
   1.51
Exercised
 
   
Forfeited
 
   
Outstanding at December 30, 2017306,500
 4.54
   
Granted
 
   
Exercised
 
   
Forfeited(8,000) 4.17
   
Outstanding at December 29, 2018298,500
 4.55
   
Granted
 
   
Exercised
 
   
Forfeited(132,500) 4.82
   
Outstanding at December 28, 2019166,000
 4.33
 2.40 $
        
Options exercisable at:       
December 30, 2017103,500
 $5.00
   
December 29, 2018103,500
 5.00
   
December 28, 2019166,000
 4.33
 2.40 

At December 28, 2019, there was no intrinsic value of outstanding stock options and no intrinsic value of exercisable stock options. The intrinsic value of stock options exercised during 2019, 2018 and 2017 was $0, $0 and $0, respectively. At December 28, 2019, there was no unrecognized compensation expense related to unvested stock options.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


NOTE 1817 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)


Components of accumulated other comprehensive income (loss), net of tax, are as follows:
Interest Rate SwapsPost-Retirement LiabilitiesTotal
Balance at December 28, 2019(1,048)240 (808)
Unrealized gain on interest rate swaps, net of tax of $0(1,316)— (1,316)
Reclassification of loss into earnings from interest rate swaps, net of tax of $3431,624 — 1,624 
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0— (27)(27)
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0— (3)(3)
Balance at December 26, 2020$(740)$210 $(530)
Unrealized gain on interest rate swaps, net of tax of $094 — 94 
Reclassification of loss into earnings from interest rate swaps, net of tax of $174472 — 472 
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0— (6)(6)
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0— — — 
Balance at December 25, 2021$(174)$204 $30 

 Interest Rate Swaps Post-Retirement Liabilities Total
Balance at December 31, 2016(2,216) 256
 (1,960)
Unrealized gain on interest rate swaps, net of tax of $68112
 
 112
Reclassification of loss into earnings from interest rate swaps, net of tax of $475775
 
 775
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $4
 7
 7
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $11
 (19) (19)
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $1
 (3) (3)
Reclassification of stranded tax effects(258) 47
 (211)
Balance at December 30, 2017(1,587) 288
 (1,299)
Unrealized gain on interest rate swaps, net of tax of $0531
 
 531
Reclassification of loss into earnings from interest rate swaps, net of tax of $0673
 
 673
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0
 18
 18
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0
 (27) (27)
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0
 (4) (4)
Balance at December 29, 2018(383) 275
 (108)
Unrealized gain on interest rate swaps, net of tax of $0(1,109) 
 (1,109)
Reclassification of loss into earnings from interest rate swaps, net of tax of $10444
 
 444
Unrecognized net actuarial gain on postretirement benefit plans, net of tax of $0
 (6) (6)
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $0
 (27) (27)
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $0
 (2) (2)
Balance at December 28, 2019$(1,048) $240
 $(808)

NOTE 1918 - COMMITMENTS AND CONTINGENCIES


Commitments


The Company had purchase commitments of $2,380$375 at December 28, 2019,25, 2021, primarily related to machinery and equipment. The Company enters into fixed-price contracts with suppliers to purchase natural gas to support certain manufacturing processes.processes in prior years. The Company had no contract purchases of $431 in 2019, $428 in 2018 and $640 in 2017.2021 or 2020. At December 28, 2019,25, 2021, the Company has no commitments to purchase natural gas of $72 for 2020.2022.


Contingencies


The Company assesses its exposure related to legal matters, including those pertaining to product liability, safety and health matters and other items that arise in the regular course of its business. If the Company determines 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.


Environmental Remediation


The Company accrues for losses associated with environmental remediation obligations when such losses are probable and estimable. Remediation obligations are accrued based on the latest available information and are recorded at undiscounted amounts. The Company regularly monitors the progress of environmental remediation. If studies indicate that the cost of remediation has

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


changed from the previous estimate, an adjustment to the liability would be recorded in the period in which such determination is made. (See Note 22)21).


Legal Proceedings
The Company hasWe have been sued, together with 3M Company and approximately 30 other named defendants and unnamed "fictitious defendants" including various carpet manufacturers and suppliers, in four4 lawsuits whereby the plaintiffs seek monetary damages and injunctive relief related to the manufacture, supply, and/or use of certain chemical products in the manufacture, finishing, and treatment of carpet products in the Dalton, Georgia area. These chemical products allegedly include without limitation perflourinated compounds ("PFC") such as perflourinated acid ("PFOA") and perfluorooctane sulfonate ("PFOS"). In each lawsuit, the plaintiff(s) allegesalleged that, as a consequence of these actions, these chemical compounds dischargehave discharged or leachleached into the water systems around Dalton and then flow into the waters in or near the water bodies from which the plaintiff(s) draw for drinking water.
Two of these lawsuits were filed in Alabama. The first lawsuit in Alabama was filed on September 22, 2016 by The Water Works and Sewer Board of the City of Gadsden (Alabama) in the Circuit Court of Etowah County, Alabama (styled The Water Works and Sewer Board of the City of Gadsden v. 3A13M Company, et al., Civil Action No. 31-CV-2016-900676.00). The second lawsuit in
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


Alabama was filed on May 15, 2017 by The Water Works and Sewer Board of the Town of Centre (Alabama) in the Circuit ComiCourt of Cherokee County, Alabama (styled The Water Works and Sewer Board of the Town of Centre v. 3M Company, et al., Civil Action No. 13-CV- 2017-900049.00). In each of these AlabamaThese lawsuits have been settled upon payment to the plaintiff seeks damages that include but are not limited to the expenses associated with the future installation and operation of a filtration system capable of removing from the water the chemicals that are allegedly present as a result of the manufacturing and treatment process described above. Each plaintiff requests a jury trial, does not specify an amount of damages other than an assertion that its damages exceed $10, and requests injunctive relief. The Company has answered the complaint in each of thesesum deemed to be immaterial. Both lawsuits intends to defend those matters vigorously, and is unable to estimate its potential exposure to loss, if any, for these lawsuits at this time.have been dismissed.

The other two lawsuits were filed in Georgia. The first lawsuit in Georgia was filed on November 19, 2019 by the City of Rome (Georgia) in the Superior Court of Floyd County, Georgia (styled The City of Rome, Georgia v. 3A13M Company, et al., No. 19CV02405JFL003). The plaintiff in that case also seeks damages that include without limitation the expenses associated with the future installation and operation of a filtration system capable of removing from the water the chemicals that are allegedly present as a result of the manufacturing and treatment process described above. The plaintiff requests a jury trial and also seeks injunctive relief. While the amount of damages is unspecified, the plaintiff asserts it has spent "tens of millions" to remove the chemicals from the county's water supply and will incur additional costs related to removing such chemicals in the future. The Company has answered the complaint, intends to defend the matter vigorously, and is unable to estimate its potential exposure to loss, if any, at this time.
The second lawsuit in Georgia was originally filed on November 26, 2019 and is presented as a class action lawsuit by and on behalf of a class of persons who obtain drinking water from the City of Rome, Georgia and the Floyd County Water Department (and similarly situated persons) (generally, for these purposes, residents of Floyd County) (styled Jarrod Johnson v. 3M Company, et al., Civil Action No. 19-CV-02448-JFL-003) (the "Class Action Lawsuit"). The plaintiffs in this case allege their damages include without limitationOn January 10, 2020, the surcharges incurredClass Action Lawsuit was removed to the United States District Court for the costsNorthern District of partially filtering the chemicals from their drinking water. The Complaint requests a jury trial and asserts damages unspecified in amount, in addition to requests for injunctive relief.
The Canyons Grand Summit Resort Hotel Owner's Association, Inc. has filed a lawsuit against the Company in the state of UtahGeorgia, Rome Division (styled The Canyons Grand Summit Resort Hotel Owners Association, Inc.Jarrod Johnson v. The Dixie Group Inc. dba Masland Contract Carpet, in the Third District Court, State of Utah, Summit County, Silver Summit Department, Civil No. 190500139) regarding a large quantity of carpet purchased for a hotel. The claim asserts that the Company manufactured and delivered carpet that did not meet the proper specifications. The plaintiff seeks damages "in an amount not less than $500" and does not request a jury trial. The Company has answered the complaint, intends to defend the matter vigorously, and is unable to estimate its potential exposure to loss, if any, at this time.
On November 16, 2018 the Superior Court of the State of California granted preliminary approval of a class action settlement in the matter of Carlos Garcia v. Fabrica International, Inc. et al Orange County Superior Court Case No. 30-2017-00949461-CU-OE-CXC. The court further approved the procedures for Settlement Class Members to opt-out of or object to the Settlement. The terms of the settlement provide that Fabrica, a wholly owned subsidiary of the Company, has agreed to pay $1,514 (the “Gross Settlement Amount”) to fully resolve all claims in the Lawsuit, including payments to Settlement Class Members, Class Counsel’s attorneys’ fees and expenses, settlement administration costs, and the Class Representative’s Service Award. The amount of the proposed settlement was recorded during the quarter ended June 30, 2018. The deadline for class members to opt-out was February 1, 2019. The deadline for the plaintiff to file a motion for final approval of the class action settlement was March 29, 2019. The final fairness hearing took place on April 12, 2019 with final approval being granted. The payment of the settlement occurred in October, 2019.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


The Company is one of multiple parties to three lawsuits filed in Madison County Illinois, styled Brenda Bridgeman, Individually and as Special Administrator of the Estate of Robert Bridgeman, Deceased, vs. American Honda Motor Co., Inc., f/k/a Metropolitan Life Insurance Co., et al No. 15-L-374, styled Charles Anderson, Pltf., vs. 3M Company, et al Civil Action No. 17-L-5254:20-CV-0008-AT). We agreed to settle and styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2. All threeobtain dismissal of these lawsuits entailshortly after the end of the third quarter of 2021 upon payment of a claim for damagessum to the plaintiff in the City of Rome matter. We deem the sum of the settlement to be determined in excess of $50 filed on behalf of either a former employee or the estate of an individual which alleges that the deceased contracted mesothelioma as a result of exposureimmaterial to asbestos while employed by the Company. Discovery in each matter is ongoing, and a tentative trial date has been set for oneDelivery of the cases. The Company has denied liability, is defendingsettlement agreement and dismissal of each of the matters vigorously and is unable to estimate its potential exposure to loss, if any, at this time. In August of 2017, the lawsuit styled Sandra D. Watts, Individually and as Special Administrator of the Estate of Dianne Averett, Deceased vs. 4520 Corp., Inc. f/k/a Benjamin F. Shaw Company, et al No. 12-L-2032 was placed in the category of "special closed with settlements and bankruptcy claims pending" to all remaining defendants. In March 2018, the lawsuit styled Charles Anderson, Individually and as Special Administrator of the Estate of Charles Anderson, Deceased vs. 3M Company, et al, No. 17-L-525 was dismissed without prejudice. In October 2018, the lawsuit styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2 was dismissed without prejudice.pending.
See Note 21 under the Notes to Consolidated Financial Statements for discussion of a series of workers compensation claims filed related to the closure of manufacturing facilities in California.

NOTE 2019 - OTHER (INCOME) EXPENSE, NET


Other operating expense, net is summarized as follows:
 20212020
(As Adjusted)
Other operating (income) expense, net:  
(Gain) loss on property, plant and equipment disposals$210 $41 
(Gain) loss on currency exchanges211 (55)
Retirement expenses212 40 
Miscellaneous income(1,560)(134)
Other operating income, net$(927)$(108)


The 2021 miscellaneous income includes an insurance reimbursement in the amount of 1.7 million for the replacement of assets and business interruption loss.


 2019 2018 2017
Other operating expense, net:     
(Gain) loss on property, plant and equipment disposals$353
 $(1,047) $170
Gain on sale of building(25,121) 
 
(Gain) loss on currency exchanges41
 126
 (72)
Amortization of intangibles
 305
 306
Retirement expenses72
 64
 155
Miscellaneous (income) expense667
 1,010
 (118)
Other operating expense, net$(23,988) $458
 $441

Other (income) expense, net is summarized as follows:
 2019 2018 2017
Other (income) expense, net:     
Interest Income$(49) $
 $
Post-retirement income(14) (15) (18)
Miscellaneous (income) expense6
 18
 39
Other (income) expense, net$(57) $3
 $21

NOTE 2120 - FACILITY CONSOLIDATION AND SEVERANCE EXPENSES, NET


2015 Corporate Office Consolidation Plan


In April 2015, the Company's Board of Directors approved the Corporate Office Consolidation Plan, to cover the costs of consolidating three of the Company's existing leased divisional and corporate offices to a single leased facility located in Dalton, Georgia. The Company paid a fee to terminate one of the leased facilities, did not renew a second facility and vacated the third facility. Related to the vacated facility, the Company recorded the estimated costs related to the fulfillment of its contractual lease obligation and on-going facility maintenance, net of an estimate of sub-lease expectations. Accordingly, if the estimates differ, the Company would record an additional charge or benefit, as appropriate. Costs related to the consolidation included the lease termination fee, contractual lease obligations and moving costs. The plan is now substantially complete.


2017 Profit Improvement Plan


During the fourth quarter of 2017, the Company announced a Profit Improvement Plan to improve profitability through lower cost and streamlined decision making and aligning processes to maximize efficiency. The plan included consolidating the management of the Company's two former commercial brands, Atlas Carpet Mills and Masland Contract, under one management team, sharing operations

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


in sales, marketing, product development and manufacturing. Specific to this plan, the Company is focusinghad focused nearly all commercial solution dyed make-to-order production in its Atmore, Alabama operations where the Company has developed such make-to-order capabilities over the last 5 years. Further, the Company aligned its west coast production facilities, better utilizing its west coast real estate by moving production to its Santa Ana, California and Atmore, Alabama operations to more efficiently distribute its west coast products. Furthermore, the Company re-configured its east coast
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


distribution facilities to provide more efficient distribution of its products. In addition, the Company realized reductions in related support functions such as accounting and information services. The plan is now substantially complete.


2020 COVID-19 Continuity Plan

As the extent of the COVID-19 pandemic became apparent, the Company implemented a continuity plan to maintain the health and safety of associates, preserve cash, and minimize the impact on customers. The response has included restrictions on travel, implementation of telecommuting where appropriate and limiting contact and maintaining social distancing between associates and with customers. In line with demand, running schedules have been reduced for most facilities to one shift while simultaneously reducing inventories to align them with the lower customer demand. Cost reductions have been implemented including cutting non-essential expenditures, reducing capital expenditures, rotating layoffs and furloughs, selected job eliminations and temporary salary reductions. The Company has also deferred new product introductions and reduced sample and marketing expenses for 2020. Initiatives were taken with suppliers, lenders and landlords to extend payment terms in the second quarter for existing agreements. The Company is taking advantage of payment deferrals and credits related to payroll taxes under the Coronavirus Aid, Relief, and Economic Security ("CARES") Act as well as deferring payments into its defined contribution retirement plan. The CARES Act also provides for an employee retention credit, which is a refundable tax credit against certain employment taxes of up to $5 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees, capped at $10 of qualified wages per employee throughout the year. The Company qualified for the tax credit in the second, third and fourth quarters of 2020 and recognized $2,100 in the fourth quarter of 2020, related to the Employee Retention Credit. Of the $2,100 credit, $1,500 million was recorded to Cost of Sales and the remaining $600 was recorded to Selling and Administrative Expenses.
Costs related to the facility consolidation plans are summarized as follows:

As of December 25, 2021
Accrued Balance at December 26, 20202021 Expenses (1)2021 Cash PaymentsAccrued Balance at December 25, 2021Total Costs Incurred to DateTotal Expected Costs
Corporate Office Consolidation Plan$— $— $— $— $835 $835 
Profit Improvement Plan104 253 357 — 10,525 10,525 
COVID-19 Continuity Plan454 378 78 2,533 2,533 
Total All Plans$558 $255 $735 $78 $13,893 $13,893 
Asset Impairments$— $— $— $— $3,323 $3,323 
Accrued Balance at December 28, 20192020 Expenses (1)2020 Cash PaymentsAccrued Balance at December 26, 2020
Corporate Office Consolidation Plan$38 44 — 
Profit Improvement Plan305 $1,376 $1,577 104 
COVID-19 Continuity Plan— $2,370 $1,916 454 
Total All Plans$343 $3,752 $3,537 $558 
Asset Impairments$— $— $— $— 
         As of December 28, 2019
 Accrued Balance at December 29, 2018 2019 Expenses (1) 2019 Cash Payments Accrued Balance at December 28, 2019 Total Costs Incurred to Date Total Expected Costs
Corporate Office Consolidation Plan98
 13
 73
 38
 829
 829
Profit Improvement Plan846
 5,006
 5,547
 305
 8,800
 8,800
Total All Plans$944
 $5,019
 $5,620
 $343
 $9,629
 $9,629
            
Asset Impairments$
 $3
 $
 $
 $3,323
 $3,323
            
 Accrued Balance at December 30, 2017 2018 Expenses (1) 2018 Cash Payments Accrued Balance at December 29, 2018    
Corporate Office Consolidation Plan171
 9
 82
 98
 
 
Profit Improvement Plan$334
 $3,158
 $2,646
 $846
    
Total All Plans$505
 $3,167
 $2,728
 $944
 
 
            
Asset Impairments$
 $3,320
 $
 $
    


(1) Costs incurred under these plans are classified as "facility consolidation and severance expenses, net" in the Company's Consolidated Statements of Operations.


Table of Contents60


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


NOTE 2221 - DISCONTINUED OPERATIONS




The Company has either sold or discontinued certain operations that are accounted for as "Discontinued Operations" under applicable accounting guidance. Discontinued operations are summarized as follows:
Fiscal Year
 20212020
(As Adjusted)
Workers' compensation costs from former textile operations$(172)$(60)
Environmental remediation costs from former textile operations(146)(60)
Commercial business operations(3,308)1,569 
Income (Loss) from discontinued operations, before taxes$(3,626)$1,449 
Income tax expense(89)834 
Income (Loss) from discontinued operations, net of tax$(3,537)$615 
 2019 2018 2017
      
Income (loss) from discontinued operations:     
Workers' compensation costs from former textile operations$38
 $212
 $(155)
Environmental remediation costs from former textile operations(386) (117) (225)
Income (loss) from discontinued operations, before taxes$(348) $95
 $(380)
Income tax benefit
 
 (147)
Income (loss) from discontinued operations, net of tax$(348) $95
 $(233)


Workers' compensation costs from former textile operations
Undiscounted reserves are maintained for the self-insured workers' compensation obligations related to the Company's former textile operations. These reserves are administered by a third-party workers' compensation service provider under the supervision of Company personnel. Such reserves are reassessed on a quarterly basis. Pre-tax cost incurred for workers' compensation as a component of discontinued operations primarily represents a change in estimate for each period from unanticipated medical costs associated with the Company's obligations.



Table of Contents65


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(Continued)


Environmental remediation costs from former textile operations
Reserves for environmental remediation obligations are established on an undiscounted basis. The Company has an accrual for environmental remediation obligations related to discontinued operations of $1,987$1,913 as of December 28, 201925, 2021 and $1,728$1,924 as of December 29, 2018.26, 2020. The liability established represents the Company's best estimate of possible loss and is the reasonable amount to which there is any meaningful degree of certainty given the periods of estimated remediation and the dollars applicable to such remediation for those periods. The actual timeline to remediate, and thus, the ultimate cost to complete such remediation through these remediation efforts, may differ significantly from the Company's estimates. Pre-tax cost for environmental remediation obligations classified as discontinued operations were primarily a result of specific events requiring action and additional expense in each period.


Commercial business operations

In accordance with the Asset Purchase Agreement dated September 13, 2021, the Company sold assets that include certain inventory, certain items of machinery and equipment used exclusively in the Commercial Business, and related intellectual property for a purchase price of $20,500. The Purchaser also assumed the liability to fulfill the orders represented by advance customer deposit liabilities of $3,127.

The Company retained the Commercial Business’ cash deposits, all accounts receivable, and certain inventory and equipment. Additionally, the Company agrees not to compete with the specified commercial business and the Atlas|Masland markets for a period of five years following September 13, 2021. The agreement allows for the Company to sell the commercial inventory retained by the company after the divestiture.
At closing, $2,100 of the proceeds were withheld and deposited in escrow to cover any claims arising with respect to the Commercial business for which the Company may be liable. The $2,100 was agreed to be released to the Company (net of claims paid, if any) in 2 installments with 50% of the escrow paid in 90 days from closing and the remaining amount paid 18 months from the closing date. The Company has received payment of the first installment and, at year end 2021, the remaining unpaid portion of $1,025 is recognized within non-current assets. As of December 25, 2021, the Company has not recognized amounts for potential indemnification settlements as those amounts cannot be reasonably estimated.

In order to release liens on certain fixed assets included in the Asset Purchase Agreement, the Company placed $2,100 in cash collateral in an account with the lender (Greater Nevada Credit Union). The remaining proceeds were applied to the Company's debt with its senior credit facility (Fifth Third Bank).


Table of Contents61    


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)






The gain on the sale of assets is summarized as follows:



Net Proceeds, including escrowed funds$20,500 
Inventory, net(9,195)
Fixed Assets(2,278)
Contract Liabilities3,127 
Net tangible assets sold(8,346)
Gain on sale of assets sold, prior to other transaction related costs12,154 
Other transaction related costs
Adjustments to Accruals, Reserves and Allowances(8,462)1
Transaction Costs(1,032)2
Total other transaction related costs(9,494)
Gain on sale of discontinued operations, before tax2,660 

1) For the remaining retained commercial inventory and fixed assets, the Company recognized adjustment to recognize the effects of the transaction. For inventory, the Company recognized lower of cost or market adjustments of approximately $6,600. The Company’s remaining fixed assets will be disposed of by sale and the Company recognized an adjustment of approximately $1,800 to reflect the lower of its carrying value or estimated fair value less cost to sell. For these assets, the Company has suspended the associated depreciation and will recognize changes in the fair value less cost to sell as gains or losses in future periods until the date of sale.

2) Transaction costs were legal expenses and involuntary employee termination costs related to one-time benefit arrangements.


The Company reclassified the following assets and liabilities for discontinued operations in the accompanying consolidated balance sheets:

As of
December 25, 2021December 26, 2020
Current Assets of Discontinued Operations:
 Receivables, net$3,406 $5,648 
 Inventories, net1,927 17,499 
 Prepaid expenses658 317 
Current Assets Held for Discontinued Operations5,991 23,464 
Long Term Assets of Discontinued Operations:
 Property, plant and equipment, net292 4,999 
 Operating lease right of use assets242 923 
 Other assets2,218 2,584 
Long Term Assets Held for Discontinued Operations2,752 8,506 
Current Liabilities of Discontinued Operations:
 Accounts payable2,133 3,952 
Table of Contents62    


THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)


 Accrued expenses3,062 7,316 
 Current portion of operating lease liabilities167 234 
Current Liabilities Held for Discontinued Operations5,362 11,502 
Long Term Liabilities of Discontinued Operations
 Operating lease liabilities75 774 
 Other long term liabilities4,413 5,534 
Long Term Liabilities Held for Discontinued Operations$4,488 $6,308 

For the twelve months ended December 25, 2021 and December 26, 2020, the Company reclassified the following operations of the Commercial business included in discontinued operations in the accompanying consolidated statements of operations:


Twelve Months Ended
December 25, 2021December 26, 2020
Net Sales$48,070 $65,070 
Cost of sales40,904 45,945 
Gross Profit7,166 19,125 
Selling and administrative expenses13,134 17,556 
Discontinued Income (Loss), related to the divestiture of the Commercial business(5,968)1,569 
Gain on sale of business(2,660)— 
Income (Loss) from Discontinued Commercial Operations before Taxes(3,308)1,569 


As a result of the liquidation of inventory sold as part of the divestiture of its Commercial operations, the company recognized a liquidation of LIFO inventories carried at prevailing costs established in prior years and decreased the cost within Discontinued Operations in the amount of $3,174.

The Company and the Purchaser simultaneously entered into a transition services agreement pursuant to which the Company assisted Mannington in transitioning the AtlasMasland business to Mannington, by, among other things, assisting in filling open orders and completing the manufacture of work in progress that resulted in a temporary continued involvement in the Commercial Business until approximately December 31, 2021. The Company has shown the results of these operations as a component of discontinued operations.


NOTE 2322 - RELATED PARTY TRANSACTIONS

The Company was a party to a 5-year lease with the seller of Atlas Carpet Mills, Inc. to lease three manufacturing facilities as part of the acquisition in 2014. The lessor was controlled by an associate of the Company. Rent paid to the lessor during 2019, 2018, and 2017 was $497, $1,003, and $978, respectively. The lease was based on current market values for similar facilities. These leases terminated as of September, 2019.


The Company purchases a portion of its product needs in the form of fiber, yarn and carpet from Engineered Floors, an entity substantially controlled by Robert E. Shaw, a shareholder of the Company. An affiliate of Mr. Shaw holds approximately 7.5%7.6% of the Company's Common Stock, which represents approximately 3.5%3.2% of the total vote of all classes of the Company's Common Stock. Engineered Floors is one of several suppliers of such materials to the Company. Total purchases from Engineered Floors for 2019, 2018,2021 and 20172020 were approximately $5,900, $8,200$3,875 and $7,200,$4,500 respectively; or approximately 2.1%, 2.6%,1.4% and 2.3% of the Company's cost of goods sold in 2019, 2018,2021 and 2017,2020, respectively. Purchases from Engineered Floors are based on market value, negotiated prices. The Company has no contractual commitments with Mr. Shaw associated with its business relationship with Engineered Floors. Transactions with Engineered Floors are reviewed annually by the Company's board of directors.


The Company iswas a party to a ten-year lease with the Rothman Family Partnership to lease a facility as part of the Robertex acquisition in 2013. The controlling principle of the lessor was an associate of the Company until June 30, 2018. Rent paid to the lessor during 2019, 2018,2021 and 20172020 was $284, $196 and$278, and $273,289, respectively. The lease was based on current market values for similar facilities.



































This lease was terminated on August 31, 2021.
Table of Contents66    63    



THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)





NOTE 23 - SUBSEQUENT EVENT

On March 16, 2022, the Company entered into a loan agreement with RGA Reinsurance Company, LLC to refinance its industrial facility in Adairsville, Georgia (the “Property”). The loan agreement was for $11 million at an annual fixed interest rate of 3.81% with a repayment schedule of 20 years.The existing balance of prior loans, with First Horizon Bank, which were tied to the Property in the total amount of $5.4 million were paid off and those loans were terminated at closing.

The prior loans with First Horizon Bank were tied to a SWAP Contract. This SWAP Contract was terminated at closing of the new loan. The termination fee for the SWAP was $72. The balance in accumulated other comprehensive income and loss related to the SWAP at December 25, 2021 was $172 net of tax.
Table of Contents64    


Item 15(a)(2)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
THE DIXIE GROUP, INC.
(dollars in thousands)

(As Adjusted)
DescriptionBalance at Beginning of YearAdditions - Charged to Costs and ExpensesAdditions - Charged to Other Account - DescribeDeductions - DescribeBalance at End of Year
Year ended December 25, 2021:
Reserves deducted from asset accounts:
Allowance for doubtful accounts$92 $46 $— $30 (1)$108 
Reserves classified as liabilities:
Provision for claims, allowances and warranties3,504 6,027 — 5,820 — 3,711 
Year ended December 26, 2020:
Reserves deducted from asset accounts:
Allowance for doubtful accounts$161 $39 $— $108 (1)$92 
Reserves classified as liabilities:
Provision for claims, allowances and warranties3,402 5,732 — 5,630 — 3,504 
Description Balance at Beginning of Year Additions - Charged to Costs and Expenses Additions - Charged to Other Account - Describe Deductions - Describe Balance at End of Year
           
Year ended December 28, 2019:          
           
Reserves deducted from asset accounts:          
Allowance for doubtful accounts $174
 $240
 $
 $152
(1)$262
           
Reserves classified as liabilities:          
Provision for claims, allowances and warranties 5,717
 10,538
 
 11,714

4,541
           
Year ended December 29, 2018:          
           
Reserves deducted from asset accounts:          
Allowance for doubtful accounts $133
 $162
 $
 $121
(1)$174
           
Reserves classified as liabilities:          
Provision for claims, allowances and warranties (As Adjusted) * 6,360
 11,995
 
 12,638
(2)5,717
           
Year ended December 30, 2017:          
           
Reserves deducted from asset accounts:          
Allowance for doubtful accounts $107
 $70
 $
 $44
(1)$133
           
Reserves classified as liabilities:          
Provision for claims, allowances and warranties (As Adjusted) * 7,039
 11,760
 
 12,439
(2)6,360

* In calculating the current period Additions and Deductions as related to the Provision for Claims, Allowances, and Warranties, the Company identified errors in the classification of certain amounts for these columns in prior periods. The beginning and ending balances, as previously reported, were not affected by these errors and they remain unchanged as presented. The Company evaluated the effects of the corrections and deemed them to be immaterial.


(1) Uncollectible accounts written off, net of recoveries. The Allowance for Doubtful Accounts is included in Receivables, net on the Consolidated Balance Sheet. See Footnote 4 - Receivables, net for further information.
(2) Net reserve reductions for claims, allowances and warranties settled. The provision for claims, allowances and warranties is included in Accrued Expenses under Current Liabilities on the Consolidated Balance Sheet and included, along with the accrual of rebates, within the Provision for customer rebates, claims and allowances in Footnote 7 - Accrued Expenses.



Table of Contents67    65    






ANNUAL REPORT ON FORM 10-K
ITEM 15(b)
EXHIBITS


YEAR ENDED DECEMBER 28, 201926, 2020
THE DIXIE GROUP, INC.
DALTON, GEORGIA


Exhibit Index
EXHIBIT NO.DESCRIPTION
(1.1)*
(2.1)*
(3.1)*
(3.2)*
(5.1)*
(10.1)*The Dixie Group, Inc. New Non-qualified Retirement Savings Plan effective August 1, 1999. (Incorporated by reference to Exhibit (10.1) to Dixie's Quarterly Report on Form 10-Q for the quarter ended June 26, 1999.)**
(10.2)*
(10.3)*
(10.4)*
(10.5)*
(10.6)*
(10.7)(10.3)*
(10.8)(10.4)*
(10.9)(10.5)*
(10.10)(10.6)*
(10.11)*
(10.12)*
(10.13)*





(10.14)*
(10.15)*
(10.16)*
(10.17)*
(10.18)*
(10.19)*
(10.20)*
(10.21)*
(10.22)*
(10.23)*
(10.24)*
(10.25)*
(10.26)*
(10.27)*
(10.28)*
(10.29)*
(10.30)*
(10.31)*
(10.32)*
(10.33)*





(10.34)*
(10.35)*
(10.36)*
(10.37)*
(10.38)*
(10.39)*
(10.40)*
(10.41)*
(10.42)*
(10.43)*
(10.44)*
(10.45)*
(10.46)*
(10.47)*
(10.48)*
(10.49)*
(10.50)*
(10.51)*
(10.52)*





(10.53)*
(10.54)*
(10.55)*
(10.56)*
(10.57)*
(10.58)*
(10.59)(10.7)*
(10.60)(10.8)*
(10.61)(10.9)*
(10.62)(10.10)*
(10.63)(10.11)*
(10.64)(10.12)*
(10.65)*
(10.66)(10.13)*


(10.67)(10.14)*
(10.68)(10.15)*
(10.69)(10.16)*



(10.70)(10.17)*
(10.71)(10.18)*
(10.72)(10.19)*
(10.73)(10.20)*
(10.74)(10.21)*
(10.75)*
(10.76)*
(10.77)(10.22)*
(10.78)(10.23)*





(10.79)(10.24)*
 
(10.80)(10.25)*
(10.81)(10.26)*
(10.82)(10.27)*
(10.83)(10.28)*
(10.84)(10.29)*
(10.85)*
(10.86)*
 
(10.87)(10.30)*
(10.88)(10.31)*
(10.89)(10.32)*


(10.90)(10.33)*


(10.91)(10.34)*
(10.92)(10.35)*
(10.93)*
(10.94)*
(10.95)(10.36)*
(14)(10.37)*
(10.38)*
(10.39)*
(10.40)*
(10.41)*
(10.42)*
(10.43)*



(10.44)*
(10.45)*
(10.46)*
(10.47)*
(10.48)*
(10.49)*
(14)*
(16)*
(21)
(23)
(31.1)
(31.2)
(32.1)
(32.2)
(101.INS)XBRL Instance Document. (Filed herewith.)
(101.SCH)XBRL Taxonomy Extension Schema Document. (Filed herewith.)
(101.CAL)XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.)
(101.DEF)XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.)
(101.LAB)XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.)
(101.PRE)XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.)


* Commission File No. 0-2585.
** Indicates a management contract or compensatory plan or arrangement.