FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
Commission File Number: 0-2585
THE DIXIE GROUP, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 62-0183370 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
345-B Nowlin Lane
Chattanooga, Tennessee
(Address of principal executive offices) | 37421
(Zip Code) |
Registrant's telephone number, including area code | (423) 510-7010 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
Yes [X] | No [ ] |
Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. |
Class
Common Stock, $3 Par Value
Class B Common Stock, $3 Par Value
Class C Common Stock, $3 Par Value | Outstanding as of May 11, 2001
10,706,537 shares
795,970 shares
0 shares |
THE DIXIE GROUP, INC.
INDEX
PART I -- ITEM 1
FINANCIAL INFORMATION
THE DIXIE GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except per share data)
| March 31,
2001
| December 30,
2000 |
ASSETS | |
CURRENT ASSETS | | |
Cash and cash equivalents
Accounts receivable (less allowance for doubtful
accounts of $1,792 for 2001 and $2,l64 for 2000)
Inventories
Assets held for sale
Other | $ 1,352
21,350
111,575
4,054
15,394
| $ 2,591
11,998
114,944
68
20,348
|
TOTAL CURRENT ASSETS | 153,725 | 149,949 |
PROPERTY, PLANT AND EQUIPMENT
Less accumulated amortization and depreciation | 339,534
(152,378) | 339,775
(147,583) |
|
NET PROPERTY, PLANT AND EQUIPMENT | 187,156 | 192,192 |
INTANGIBLE ASSETS (less accumulated amortization of $8,021 for 2001 and $7,642 for 2000) |
50,516
|
50,895
|
INVESTMENT IN AFFILIATE | 11,908 | 11,678 |
OTHER ASSETS | 16,869 | 18,492 |
TOTAL ASSETS | $ 420,174
======== | $ 423,206
======== |
|
See accompanying notes to the consolidated financial statements.
THE DIXIE GROUP, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except per share data)
| March 31,
2001 | December 30,
2000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | |
CURRENT LIABILITIES
Accounts payable
Accrued expenses
Current portion of long-term debt
TOTAL CURRENT LIABILITIES |
$ 52,669
21,897
129,352
203,918 |
$ 49,361
25,275
14,018
88,654
|
LONG-TERM DEBT
Senior indebtedness
Subordinated notes
Convertible subordinated debentures
TOTAL LONG-TERM DEBT |
1,714
38,095
34,737
74,546 |
112,286
40,476
34,737
187,499 |
|
|
|
|
OTHER LIABILITIES | 12,078 | 11,208 |
DEFERRED INCOME TAXES | 25,554 | 27,554 |
STOCKHOLDERS' EQUITY
Common Stock ($3 par value per share): Authorized
80,000,000 shares, issued -- 14,226,315 shares for 2001 and 2000
Class B Common Stock ($3 par value per share): Authorized
16,000,000 shares, issued -- 795,970 shares for 2001 and 2000
Common Stock subscribed -- 802,557 shares for 2001 and 791,786 shares for 2000
Additional paid-in capital
Stock subscriptions receivable
Unearned stock compensation
Accumulated deficit
Accumulated other comprehensive loss
Less Common Stock in treasury at cost -- 3,519,778 shares for 2001 and 2000
TOTAL STOCKHOLDERS' EQUITY |
42,679
2,388
2,408
135,172
(5,429)
(81)
(14,686)
(2,070)
160,381
(56,303)
104,078
|
42,679
2,388
2,375
135,116
(5,341)
(93)
(11,985)
(545)
164,594
(56,303)
108,291
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 420,174
======== | $ 423,206
======== |
|
See accompanying notes to the consolidated financial statements.
THE DIXIE GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars in thousands, except per share data)
| Three Months Ended |
| March 31,
2001 | | April 1,
2000 |
NET SALES
Cost of sales | $ 133,097
106,831 | | $ 136,366
113,669 |
GROSS PROFIT | 26,266 | | 22,697 |
Selling and administrative expenses
Other expense -- net | 24,629
1,133 | | 20,482
132 |
INCOME BEFORE INTEREST AND TAXES | 504 | | 2,083 |
Interest expense | 4,796 | | 4,002 |
LOSS BEFORE INCOME TAXES | (4,292) | | (1,919) |
Income tax benefit | (1,591) | | (735) |
NET LOSS | $ (2,701)
======= | | $ (1,184)
======= |
BASIC EARNINGS (LOSS) PER SHARE:
Net loss
|
$ (0.24)
======= | |
$ (0.10)
======= |
SHARES OUTSTANDING | 11,479 | | 11,474 |
DILUTED EARNINGS (LOSS) PER SHARE:
Net loss
|
$ (0.24)
======= | |
$ (0.10)
======= |
SHARES OUTSTANDING | 11,479 | | 11,474 |
DIVIDENDS PER SHARE:
Common Stock
Class B Common Stock |
---
- ---
| |
---
- ---
|
See accompanying notes to the consolidated financial statements.
THE DIXIE GROUP, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
| Three Months Ended |
| March 31,
2001 | April 1,
2000 |
CASH FLOWS FROM OPERATING ACTIVITIES Net loss
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization
Provision (benefit) for deferred income taxes
(Gain) loss on property, plant and equipment disposals
Changes in operating assets and liabilities, net of effects of business combinations | $ (2,701)
6,303
(1,319)
301
(909)
| $ (1,184)
6,429
- ---
(352)
(40,967) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
1,675
|
(36,074)
|
CASH FLOWS FROM INVESTING ACTIVITIES Net proceeds from sales of property, plant and equipment
Purchase of property, plant and equipment
Investment in affiliate |
---
(4,953)
(343)
|
617
(14,091)
---
|
NET CASH USED IN INVESTING ACTIVITIES | (5,296)
| (13,474)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
Net increase in credit line borrowings
Payments under term loan facility
Payments on subordinated indebtedness
Other | 5,476
(1,636)
(2,381)
923
| 55,745
(2,908)
(2,381)
(36) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,382 | 50,420 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(1,239)
|
872
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
2,591
|
12,541
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 1,352
======== | $ 13,413
======== |
SUPPLEMENTAL CASH FLOW INFORMATION | | | |
Purchase of equipment with note payable
Interest paid
Income taxes paid, net of tax refunds (received) | $ 1,013
4,984
(904)
| $ ----
3,957
(33) |
See accompanying notes to the consolidated financial statements
THE DIXIE GROUP, INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands, except per share data)
| Common Stock and Class B Common Stock |
Common StockSubscribed
|
Additional Paid-In Capital
|
Other
|
Retained Earnings (Deficit)
|
Accumulated Other Comprehensive Income
|
Common Stock InTreasury
|
Total Stockholders' Equity
|
BALANCE AT DECEMBER 30, 2000 | $ 45,067 | $ 2,375 | $ 135,116 | $ (5,434) | $ (11,985) | $ (545) | $ (56,303) | $ 108,291 |
Common Stock subscribed --
14,015 shares | |
43
|
73
|
(116)
| | | |
- ---
|
Stock subscriptions cancelled --
3,244 shares | |
(10) |
(17)
|
27
| | | |
- ---
|
Amortization of restricted stock grants | | | |
13
| | | |
13
|
Net loss for the period | | | | | (2,701) | | | (2,701) |
Change in fair value of interest rate swap (net of tax of $396) | | | | | |
(619)
| |
(619)
|
Effect of accounting change (net of tax of $579) | | | | | |
(906)
| |
(906)
|
Comprehensive loss | | | | | | | | (4,226) |
BALANCE AT MARCH 31, 2001
| =======
$ 45,067
======= | =======
$ 2,408
======= | =======
$ 135,172
======= | =======
$ (5,510)
======= | =======
$ (14,686)
======= | ========
$ (2,070)
======== | ========
$ (56,303)
======== | ========
$ 104,078
======== |
See accompanying notes to the consolidated financial statements.
THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements which do not include all of the information and footnotes required in annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the entire year.
Cash and Cash Equivalents: Cash and highly liquid investments with original maturities of three months or less when purchased are reported as cash equivalents.
Credit and Market Risk: The Company sells floorcovering products to a wide variety of manufacturers and retailers located primarily throughout the United States. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. An allowance for doubtful accounts is maintained at a level which management believes is sufficient to cover potential credit losses including potential losses on receivables sold. The Company invests its excess cash in short-term investments and has not experienced any losses on those investments.
NOTE B - ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
The Company's accounts receivable securitization program provides up to $60,000 of funding. Under the agreement, a significant portion of the Company's accounts receivable are sold, on a revolving basis, to a special purpose wholly-owned subsidiary, which assigns such accounts to an independent issuer of receivables-backed commercial paper as security for amounts borrowed by the special purpose subsidiary. Amounts sold under this agreement were $37,338 at March 31, 2001 and $40,400 at December 30, 2000 .
NOTE C -- INVENTORIES
Inventories are stated at the lower of cost or market. The last-in, first-out (LIFO) cost method was used to determine cost for substantially all inventories at March 31, 2001 and December 30, 2000.
Inventories are summarized as follows:
| March 31,
2001 | December 30,
2000 |
Raw materials
Work-in-process
Finished goods
Supplies, repair parts and other
Total inventories | $ 27,614
16,028
65,816
2,117
$ 111,575
======= | $ 33,541
16,559
62,908
1,936
$ 114,944
======= |
NOTE D -- LONG-TERM DEBT AND CREDIT ARRANGEMENTS
Long-term debt consists of the following:
| March 31,
2001 | December 30,
2000 |
Senior indebtedness:
Credit line borrowings
Term loan
Other
Total senior indebtedness
Subordinated notes
Convertible subordinated debentures
Total long-term debt
Less current portion
Total long-term debt (less current portion) |
$ 87,653
26,896
9,255
123,804
42,857
37,237
203,898
(129,352)
$ 74,546
========
|
$ 82,177
28,532
8,333
119,042
45,238
37,237
201,517
(14,018)
$ 187,499
======== |
The Company's long-term debt and credit agreements contain financial covenants relating to minimum net worth, the ratio of debt to capitalization, senior and total debt to earnings before interest, taxes, depreciation and amortization, payment of dividends, and certain other financial ratios. At March 31, 2001, the Company was not in compliance with certain convenants under its revolving credit and term loan agreement. The Company's lenders waived compliance until June 15, 2001. The Company and its lenders are currently working on a long-term amendment to the senior credit agreement. In accordance with generally accepted accounting principles, amounts outstanding under the agreement totaling $115,007 at March 31, 2001 have been classified in "current portion of long-term debt" until an appropriate modification to the agreement can be completed. The financial covenants under the Company's debt arrangements currently do not permit the payment of dividends. At May 14, 2001, available unused borrowing capacity under the credit agreement was approximately $6,700.
NOTE E -- FINANCIAL INSTRUMENTS
In January 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Transactions". The Company is party to an interest rate swap agreement through March of 2003. The swap agreement qualifies as a cash flow hedge subject to provisions of Statement No. 133. The agreement has a notional amount of $70,000. Under the agreement, the Company pays a fixed interest rate and receives a variable interest rate. Based on the market value of the swap instrument and provisions of Statement No. 133, the Company recorded an after-tax charge of $906 to "accumulated other comprehensive loss" in the equity section of the Company's balance sheet upon adoption. An additional charge of $619 was recorded in 2001 representing the change in fair value from the date of adoption to March 31, 2001. Any interest rate differential realized will be recognized as an adjustment to interest expense over the life of the swap agreement.
NOTE F --EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share from continuing operations:
| March 31, 2001 | April 1,
2000 |
Net loss (1)
Denominator for calculation of basic earnings per share -- weighted average shares (2) | $ (2,701)
11,479 | $(1,184)
11,474 |
Effect of dilutive securities:
Stock options (3)
Stock subscriptions (3) |
- ---
- --- |
- ---
- --- |
Denominator for calculation of diluted earnings per share -- weighted average shares adjusted for potential dilution (2) (3) |
11,479
|
11,474
|
Earnings (loss) per share:
Basic
Diluted |
$ (0.24)
$ (0.24) |
$(0.10)
$(0.10) |
(1) No adjustments needed in the numerator for diluted calculations.
(2) Includes Common and Class B Common shares in thousands.
(3) Because their effects are anti-dilutive, excludes shares issuable under stock option, stock subscription, and restricted stock plans whose grant price was greater than the average market price of Common Shares outstanding, and excludes shares issuable on conversion of subordinated debentures into shares of Common Stock as follows: 3,689 shares in 2001 and 3,298 shares in 2000.
NOTE G -- SEGMENT INFORMATION
The Company has two reportable segments in its continuing operations: carpet manufacturing and floorcovering base materials. Each reportable segment is organized around product similarities. The carpet manufacturing segment contains three operating businesses that manufacture and sell finished carpet and rugs. The floorcovering base materials segment manufactures and sells yarn to external customers and transfers a significant portion of its unit volumes to the Company's carpet manufacturing segment.
The profit performance measure for the Company's segments is defined as Business EBIT (earnings before interest and taxes, and other non-segment items). Assets measured in each reportable segment include long-lived assets and goodwill, inventories at current cost, and accounts receivable (without reductions for receivables sold under the Company's accounts receivable securitization program).
Allocations of corporate, general and administrative expenses are used in the determination of segment profit performance; however, assets of the corporate departments are not used in the segment asset performance measurement. All expenses incurred for the amortization of goodwill are recognized in segment profit performance measurement; however, only selected intangible assets are included in the asset performance measurement.
| Net Sales -- External Customers | Profit Performance |
| March 31,
2001 | April 1,
2000 | March 31, 2001 | April 1,
2000 |
Reportable Segments:
Carpet manufacturing
Floorcovering base materials
Segment total
Interest expense Other non-segment (income)
Consolidated income (loss) from continuing operations before income taxes
|
$ 117,417
15,680
$ 133,097
======= |
$ 116,954
19,412
$ 136,366
======= |
$ 1,102
(856)
246
4,796
(258)
$ (4,292)
======= |
$ 2,199
(991)
1,208
4,002
(875)
$ (1,919)
=======
|
| Assets Used In Performance Measurement |
| March 31,
2001 | April 1,
2000 |
Reportable Segments:
Carpet manufacturing
Floorcovering base materials
Assets in Performance Measurement
Assets Not in Segment Measurements:
Other operating assets
Assets held for sale
Total consolidated assets |
$ 325,303
69,221
394,524
21,596
4,054
$ 420,174
=======
|
$ 311,595
82,215
393,810
22,109
457
$ 416,376
======= |
NOTE H -- SUBSEQUENT EVENT
The Company has reached an agreement in principle to sell a carpet dyeing facility. Accordingly, the estimated net realizable value of the related property, plant and equipment of $3,986 is included in "assets held for sale" in the Company's balance sheet at March 31, 2001. The sale is anticipated to be completed by the latter part of the second quarter of 2001.
PART I -- ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is presented to update the discussion of results of operations and financial condition included in the Company's 2000 annual report (dollar amounts in thousands, except per share data).
RESULTS OF OPERATIONS
The Company reported a net loss for the quarter ended March 31, 2001 of $2,701, or $.24 per diluted share, on sales of $133,097. The comparable 2000 period reflected a net loss of $1,184, or $.10 per diluted share, on sales of $136,366. The loss for the 2001 quarter included $1,453 ($900 after-tax, or $.08 per diluted share) of unusual charges for severance related to a salaried workforce reduction and to write-down a small dyeing facility pending its sale. The first quarter 2001 reporting period was 13 weeks versus a 14-week reporting period in the prior year.
The Company's operations are segmented based on product similarities. Accordingly, its two reportable segments are Carpet Manufacturing and Flooorcovering Base Materials. The Company's Carpet Manufacturing segment is a leading carpet and rug manufacturer and supplier to higher-end residential and commercial customers through Masland Carpets and Fabrica International, to consumers through major retailers under Bretlin, Globaltex and Alliance brands, and to the factory-built housing and recreational vehicle markets through Carriage Carpets. The Company's Floorcovering Base Materials segment supplies extruded, plied and heat-set filament and spun yarns, through Candlewick Yarns to the Company's Carpet Manufacturing segment, and to a lesser extent, to external customers in specialty carpet yarn markets.
Sales of the Company's Carpet Manufacturing segment were $117,417 in the quarter ended March 31, 2001 and included sales of $12,297 for Fabrica International, which was acquired on July 1, 2000. This compares with sales of $116,954 in the comparable 2000 period. Adjusting for the 14-week reporting period in 2000, sales were up 8% on an equivalent basis in 2001. Sales attributable to the Fabrica acquisition more than offset a significant decline in sales to the factory-built housing industry and softness in the home center and mass merchant markets served by the Company. Excluding the effect of the Fabrica acquisition, 2001 sales were 3% below the equivalent prior year levels.
Excluding severance costs recorded in the first quarter of 2001, Carpet Manufacturing gross margins were 22.3% compared with 20.0% in the first quarter of 2000. The increase was primarily a result of higher concentrations of sales in upper-end markets and lower variable manufacturing costs due to consolidation of the Company's North Georgia carpet manufacturing operations. These improvements helped to offset the effects of lower than expected unit volume of production and sales in the first quarter of 2001.
Sales in the Company's Floorcovering Base Materials segment were $15,680 in the quarter ended March 31, 2001 compared with $19,412 in the comparable reporting period in 2000. Adjusting for the 14-week reporting period in 2000, sales were down on an equivalent basis 13% in 2001. The decline reflected general softness in the external markets served by this segment and a higher percentage of its products directed to the Company's Carpet Manufacturing segment.
Floorcovering Base Materials gross margins improved $1,157 in the first quarter 2001 compared with the first quarter of 2000. The 2000 reporting period included costs of realigning manufacturing facilities. The Company believes the Floorcovering Base Materials segment is positioned to produce cost competitive products if demand improves and higher production levels are achieved.
Selling and administrative expenses, excluding severance costs, were 18% of sales in the 2001 period compared with 15% of sales in the comparable 2000 period. The increase is primarily the result of a greater concentration of business in the high-end markets served by Masland Carpets and Fabrica International, where selling and service requirements are greater.
Interest expense increased by $794 in the first quarter of 2001 compared with the first quarter of 2000. The increase was attributable to higher levels of borrowing and higher interest rates.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 2001, the Company's long-term debt increased $2,381 from the year-end 2000 level. The lenders under the Company's senior credit agreement waived compliance, until June 15, 2001, with certain covenants in the credit agreement, which the Company failed to meet at the end of the first quarter 2001. The Company anticipates reaching an agreement to amend its senior credit facilities on a longer-term basis prior to June 15, 2001. The balance outstanding under the credit facility has been classified as a current liability in the Company's financial statements. At May 14, 2001 available unused borrowing capacity under the credit agreement was approximately $6,700.
In response to the soft market conditions and the uncertain economy, the Company increased its focus on generating cash to reduce debt and improve its balance sheet. The Company continues to maintain tight controls on working capital, limit capital expenditures and sell non-critical or non-strategic assets. From the high point at the end of fiscal July 2000, the Company's inventories have been reduced $14,537, including $3,369 during the first quarter of 2001. The Company expects to reduce inventories by an additional $10,000 during the remainder of the fiscal 2001 year.
In the three months ended March 31, 2001, the Company invested $4,953 in capital expenditures while depreciation and amortization during this period was $6,303. The Company estimates that capital expenditures for fiscal 2001 will be $15,000 or less. Depreciation and amortization for the full year 2001 is expected to be approximately $24,600.
Subsequent to the end of the first quarter 2001, the Company sold several parcels of real estate that were not used in its operations and agreed in principal to sell a small dyeing facility. The Company continues to evaluate its options for other non-strategic assets as well as the possible sale and leaseback of its North Georgia distribution facilities.
Meeting the Company's short-term liquidity requirements is dependent on its ability to extend or replace its senior credit facility. There can be no assurance that such an extension or replacement will be obtained or will be obtained on terms favorable to the Company. Amounts currently available under the credit facility, the Company's accounts receivable securitization program, cash flows generated through operations and asset sales are expected to be adequate to finance the Company's operations and capital expenditures needs, provided that Company can extend or replace its senior credit facility.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In January 2001, the Company adopted the provisions of Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Transactions". The Company is party to an interest rate swap agreement through March of 2003. The swap agreement qualifies as a cash flow hedge subject to provisions of Statement No. 133. The agreement has a notional amount of $70,000. Under the agreement, the Company pays a fixed interest rate and receives a variable interest rate. Based on the market value of the swap instrument and provisions of Statement No. 133, the Company recorded an after-tax charge of $906 to "accumulated other comprehensive loss" in the equity section of the Company's balance sheet upon adoption. An additional charge of $619 was recorded in 2001 representing the change in fair value from the date of adoption to March 31, 2001. Any interest rate differential realized will be recognized as an adjustment to interest expense over the life of the swap agreement. Based on the Company's $70,000 interest rate swap agreement, a 10% fluctuation in the variable rate would result in an economic impact to the Company of approximately $225.
FORWARD-LOOKING INFORMATION
This Quarterly Report on Form 10-Q may contain certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are identified by their use of terms or phrases such as "expects," "estimated," "projects," "believes," "anticipates," "intends," and similar terms and phrases. Such terms or phrases relate to, among other matters, the Company's future financial performance, business prospects, growth, strategies or liquidity. Forward-looking statements involve a number of risks and uncertainties. The following important factors may affect the future results of the Company and could cause those results to differ materially from its historical results or those expressed in or implied by the forward-looking statements. These risks include, among others, 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, materially adverse changes in economic conditions generally in carpet, rug and floorcovering markets served by the Company and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
Item 1 -- Legal Proceedings.
None.
Item 2 -- Changes in Securities and Use of Proceeds
None.
Item 3 -- Defaults Upon Senior Securities
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
None.
Item 5 -- Other Information
None.
Item 6 -- Exhibits
( 4.1) | Waiver of default - senior agreement dated April 30, 2001. |
(10.1) | Amended and restated stock purchase agreement by and among The Dixie Group, Inc., and Scott D. Guenther, Royce R. Renfroe, and the Albert A. Frink and Denise Frink Charitable Remainder Unitrust and the Albert A. Frink Loving Trust dated September 8, 2000. |
(10.2) | Pledge and security agreement dated September 8, 2000. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | THE DIXIE GROUP, INC.
(Registrant) |
| |
| | |
May 15, 2001
(Date) | |
| |
| | /s/ GARY A. HARMON
Gary A. Harmon
Vice President and
Chief Financial Officer |
| |
| | |
| | |
| | /s/ D. EUGENE LASATER
D. Eugene Lasater
Controller |
| | |
