UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



	Form 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2018

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

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.)
475 Reed Road, Dalton, Georgia	30720	(706) 876-5800
(Address of principal executive offices)	(zip code)	(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. R Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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). R Yes o No

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



Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	R
			Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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



Class		Outstanding as of ~~November 2, 2017~~July 26, 2018
Common Stock, $3 Par Value		~~15,279,812~~15,515,088 shares
Class B Common Stock, $3 Par Value		~~861,499~~936,804 shares
Class C Common Stock, $3 Par Value		0 shares

Table of Contents 1

THE DIXIE GROUP, INC.

Table of Contents



PART I. FINANCIAL INFORMATION			Page

	Item 1.	Financial Statements	3
		Consolidated Condensed Balance Sheets - ~~September~~June 30, ~~2017~~2018 (Unaudited) and December ~~31, 2016~~30, 2017 (As Adjusted)	3
		Consolidated Condensed Statements of Operations (Unaudited) - Three and ~~Nine~~Six Months Ended ~~September~~June 30, 2018 and July 1, 2017 ~~and September 24, 2016~~(As Adjusted)	4
		Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) - Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016~~July 1, 2017	5
		Consolidated Condensed Statements of Cash Flows (Unaudited) - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016~~July 1, 2017	6
		Notes to Consolidated Condensed Financial Statements (Unaudited)	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2122
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
	Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

	Item 1.	Legal Proceedings	2526
	Item 1A.	Risk Factors	26
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2930
	Item 3.	Defaults Upon Senior Securities	2930
	Item 4.	Mine Safety Disclosures	2930
	Item 5.	Other information	2930
	Item 6.	Exhibits	2930

		Signatures	3031

Table of Contents 2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(amounts in thousands, except share data)


	September 30, 2017			December 31, 2016			June 30, 2018			December 30, 2017
ASSETS	(Unaudited)						(Unaudited)			(As Adjusted)
CURRENT ASSETS
Cash and cash equivalents	$	138		$	140		$	21		$	19
Receivables, net	50,748			43,605			49,408			46,480
Inventories, net	122,880			97,237			122,383			113,657
Prepaid expenses	4,381			4,376
Prepaids and other current assets							7,155			4,669
TOTAL CURRENT ASSETS	178,147			145,358			178,967			164,825

PROPERTY, PLANT AND EQUIPMENT, NET	95,774			92,807			89,148			93,785
GOODWILL AND OTHER INTANGIBLES	5,927			6,156			5,698			5,850
OTHER ASSETS	25,880			24,666			18,089			19,447
TOTAL ASSETS	$	305,728		$	268,987		$	291,902		$	283,907

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	24,080		$	20,683		$	27,407		$	18,541
Accrued expenses	34,331			32,826			30,911			31,360
Current portion of long-term debt	9,721			10,122			7,982			9,811
TOTAL CURRENT LIABILITIES	68,132			63,631			66,300			59,712

LONG-TERM DEBT	128,785			98,256			130,192			123,446
OTHER LONG-TERM LIABILITIES	20,793			19,978			18,955			21,486
TOTAL LIABILITIES	217,710			181,865			215,447			204,644

COMMITMENTS AND CONTINGENCIES (See Note 17)
COMMITMENTS AND CONTINGENCIES (See Note 18)

STOCKHOLDERS' EQUITY
Common Stock ($3 par value per share): Authorized 80,000,000 shares, issued and outstanding - 15,279,812 shares for 2017 and 15,248,338 shares for 2016	45,839			45,745
Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares, issued and outstanding - 861,499 shares for 2017 and 870,714 shares for 2016	2,584			2,612
Common Stock ($3 par value per share): Authorized 80,000,000 shares, issued and outstanding - 15,515,088 shares for 2018 and 15,279,812 shares for 2017							46,545			45,839
Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares, issued and outstanding - 936,804 shares for 2018 and 861,499 shares for 2017							2,810			2,584
Additional paid-in capital	156,909			156,381			156,605			157,139
Accumulated deficit	(115,715		)	(115,656		)	(129,723		)	(125,000		)
Accumulated other comprehensive income (loss)	(1,599		)	(1,960		)	218			(1,299		)
TOTAL STOCKHOLDERS' EQUITY	88,018			87,122			76,455			79,263
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	305,728		$	268,987		$	291,902		$	283,907

See accompanying notes to the consolidated condensed financial statements.

Table of Contents 3

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(amounts in thousands, except per share data)


													Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended						June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016						(As Adjusted)						(As Adjusted)
NET SALES	$	102,650		$	100,297		$	307,378		$	294,847		$	106,438		$	107,187		$	205,297		$	204,728
Cost of sales	77,793			74,466			228,934			221,268			81,294			78,761			158,573			151,141
GROSS PROFIT	24,857			25,831			78,444			73,579			25,144			28,426			46,724			53,587

Selling and administrative expenses	24,044			23,774			73,786			71,760			23,802			25,266			46,921			49,753
Other operating expense, net	46			141			84			525
Facility consolidation expenses, net	—			—			—			1,816
OPERATING INCOME (LOSS)	767			1,916			4,574			(522		)
Other operating (income) expense, net													1,507			(14		)	1,267			39
Facility consolidation and severance expenses, net													190			—			406			—
OPERATING (LOSS) INCOME													(355		)	3,174			(1,870		)	3,795

Interest expense	1,486			1,312			4,205			3,969			1,642			1,357			3,176			2,719
Other expense, net	9			4			38			15			1			21			3			18
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES	(728		)	600			331			(4,506		)	(1,998		)	1,796			(5,049		)	1,058
Income tax provision (benefit)	(181		)	27			227			(1,937		)	(26		)	570			(192		)	408
INCOME (LOSS) FROM CONTINUING OPERATIONS	(547		)	573			104			(2,569		)	(1,972		)	1,226			(4,857		)	650
Income (loss) from discontinued operations, net of tax	(11		)	(39		)	(163		)	13			157			(123		)	135			(152		)
NET INCOME (LOSS)	$	(558	)	$	534		$	(59	)	$	(2,556	)	$	(1,815	)	$	1,103		$	(4,722	)	$	498

BASIC EARNINGS (LOSS) PER SHARE:
Continuing operations	$	(0.03	)	$	0.04		$	0.00		$	(0.16	)	$	(0.13	)	$	0.08		$	(0.31	)	$	0.04
Discontinued operations	(0.00		)	(0.00		)	(0.01		)	0.00			0.01			(0.01		)	0.01			(0.01		)
Net income (loss)	$	(0.03	)	$	0.04		$	(0.01	)	$	(0.16	)	$	(0.12	)	$	0.07		$	(0.30	)	$	0.03

BASIC SHARES OUTSTANDING	15,707			15,648			15,696			15,631			15,763			15,707			15,739			15,690

DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations	$	(0.03	)	$	0.04		$	0.00		$	(0.16	)	$	(0.13	)	$	0.08		$	(0.31	)	$	0.04
Discontinued operations	(0.00		)	(0.00		)	(0.01		)	0.00			0.01			(0.01		)	0.01			(0.01		)
Net income (loss)	$	(0.03	)	$	0.04		$	(0.01	)	$	(0.16	)	$	(0.12	)	$	0.07		$	(0.30	)	$	0.03

DILUTED SHARES OUTSTANDING	15,707			15,744			15,814			15,631			15,763			15,826			15,739			15,805

DIVIDENDS PER SHARE:
Common Stock	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Class B Common Stock	—			—			—			—			—			—			—			—

See accompanying notes to the consolidated condensed financial statements.

Table of Contents 4

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(amounts in thousands)


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016			June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
NET INCOME (LOSS)	$	(558	)	$	534		$	(59	)	$	(2,556	)	$	(1,815	)	$	1,103		$	(4,722	)	$	498

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized gain (loss) on interest rate swaps	(57		)	24			(360		)	(2,648		)	323			(359		)	1,128			(303		)
Income taxes	(22		)	9			(137		)	(1,006		)	—			(136		)	—			(115		)
Unrealized gain (loss) on interest rate swaps, net	(35		)	15			(223		)	(1,642		)	323			(223		)	1,128			(188		)

Reclassification of loss into earnings from interest rate swaps (1)	288			308			970			891			177			324			406			683
Income taxes	110			117			369			339			—			123			—			260
Reclassification of loss into earnings from interest rate swaps, net	178			191			601			552			177			201			406			423

Reclassification of net actuarial gain into earnings from postretirement benefit plans (2)	(8		)	(10		)	(24		)	(30		)	(7		)	(8		)	(15		)	(16		)
Income taxes	(3		)	(4		)	(9		)	(12		)	—			(3		)	—			(6		)
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net	(5		)	(6		)	(15		)	(18		)	(7		)	(5		)	(15		)	(10		)

Reclassification of prior service credits into earnings from postretirement benefit plans (2)	(1		)	(1		)	(3		)	(3		)	(1		)	(1		)	(2		)	(2		)
Income taxes	—			—			(1		)	(1		)	—			—			—			(1		)
Reclassification of prior service credits into earnings from postretirement benefit plans, net	(1		)	(1		)	(2		)	(2		)	(1		)	(1		)	(2		)	(1		)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	137			199			361			(1,110		)	492			(28		)	1,517			224

COMPREHENSIVE INCOME (LOSS)	$	(421	)	$	733		$	302		$	(3,666	)	$	(1,323	)	$	1,075		$	(3,205	)	$	722


(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 Condensed 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 Condensed Statements of Operations.

See accompanying notes to the consolidated condensed financial statements.

Table of Contents 5

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(amounts in thousands)


	Nine Months Ended						Six Months Ended
	September 30, 2017			September 24, 2016			June 30, 2018			July 1, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) from continuing operations	$	104		$	(2,569	)	$	(4,857	)	$	650
Income (loss) from discontinued operations	(163		)	13			135			(152		)
Net loss	(59		)	(2,556		)
Net income (loss)							(4,722		)	498

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	9,619			10,234			6,307			6,406
Provision (benefit) for deferred income taxes	338			(1,623		)
Provision for deferred income taxes							15			390
Net loss on property, plant and equipment disposals	42			259			82			41
Stock-based compensation expense	711			1,021			456			488
Bad debt expense (credit)	48			(70		)
Bad debt expense							117			17
Changes in operating assets and liabilities:
Receivables	(7,191		)	3,308			(3,045		)	(10,024		)
Inventories	(25,643		)	7,181			(8,726		)	(14,754		)
Other current assets	(5		)	(1,458		)	(2,486		)	104
Accounts payable and accrued expenses	3,518			510			6,537			8,624
Other operating assets and liabilities	(398		)	(799		)	314			(524		)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(19,020		)	16,007
NET CASH USED IN OPERATING ACTIVITIES							(5,151		)	(8,734		)

CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sales of property, plant and equipment	—			1
Purchase of property, plant and equipment	(11,698		)	(3,426		)	(1,422		)	(6,224		)
NET CASH USED IN INVESTING ACTIVITIES	(11,698		)	(3,425		)	(1,422		)	(6,224		)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) on revolving credit facility	33,301			(3,878		)
Net borrowings on revolving credit facility							8,434			18,944
Payments on notes payable - buildings	(548		)	(548		)	(366		)	(365		)
Payments on notes payable related to acquisitions	(1,806		)	(1,634		)	(791		)	(1,393		)
Borrowings on notes payable - equipment and other	4,713			1,396			1,960			1,932
Payments on notes payable - equipment and other	(3,148		)	(3,510		)	(2,250		)	(2,210		)
Payments on capital leases	(2,853		)	(2,325		)	(2,234		)	(1,931		)
Change in outstanding checks in excess of cash	1,173			(1,854		)	1,880			90
Repurchases of Common Stock	(116		)	(135		)	(58		)	(116		)
Payments for debt issuance costs	—			(287		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	30,716			(12,775		)
NET CASH PROVIDED BY FINANCING ACTIVITIES							6,575			14,951

DECREASE IN CASH AND CASH EQUIVALENTS	(2		)	(193		)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS							2			(7		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	140			281			19			140
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	138		$	88		$	21		$	133

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	3,908		$	3,720		$	3,054		$	2,660
Income taxes paid (received), net	140			(93		)
Income taxes paid, net							73			105
Equipment purchased under capital leases	276			169			74			229
Equipment purchased under notes payable	59			—			—			59
Accrued purchases of equipment	211			—
Shortfall of tax benefits from stock-based compensation	—			(179		)

See accompanying notes to the consolidated condensed financial statements.

Table of Contents 6

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial statements which do not include all the information and notes required by such accounting principles for annual financial statements. In the opinion of management, all adjustments (generally consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying financial statements. The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's ~~2016~~2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December ~~31, 2016.~~30, 2017. Operating results for the three and ~~nine~~six month periods ended ~~September~~June 30, ~~2017~~2018 are not necessarily indicative of the results that may be expected for the entire ~~2017~~2018 year.

Based on applicable accounting standards, the Company has determined that it has one reportable segment, Floorcovering ~~and~~comprised of two operating segments, – Residential and Commercial. Pursuant to applicable accounting standards, the Company has 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.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standard Adopted in Fiscal 2018

In May 2014, the Financial Accounting Standards Board ("FASB") issued ~~ASU~~Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU and all subsequently issued clarifying ASUs ~~will replace~~replaced most existing revenue recognition guidance in U.S. ~~GAAP when it becomes effective.~~GAAP. The ~~standard permits the use of either the retrospective or cumulative effect transition method. Public business entities should apply the guidance in~~ ASU ~~2014-09 to~~was effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. ~~Management is continuing~~The standard permits the use of either the retrospective or cumulative effect transition method. The ASU also required expanded disclosures relating to ~~evaluate~~ the ~~standard’s~~nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required for customer contracts, significant judgments and changes in judgments. The Company adopted the new standard effective December 31, 2017, the first day of the Company's fiscal year, using the full retrospective method approach and expanded its financial statement disclosures in order to comply with the ASU. (See Note 3.) The adoption of this ASU did not have a significant impact on ~~its~~the Company's consolidated financial statements. The ~~Company has developed a project team relative to the process of adopting this ASU and is currently completing a detailed review~~majority of the ~~Company’s~~Company's revenue arrangements ~~to determine any necessary adjustments to existing accounting policies. For the majority of these arrangements, no significant impacts are expected as these transactions~~ generally consist of a single performance obligation to transfer promised goods or ~~services~~services. Based on the Company's evaluation process and review of its contracts with customers, the timing (point in time) and amount of revenue recognized previously is consistent with how revenue is recognized under the new standard.

Therefore, no changes were required to its reported revenues as a result of the adoption. However, the adoption resulted in the recognition of an asset related to certain product returns by increasing the returns liability for December 30, 2017 and recognizing a corresponding asset for the estimated value of the returns from customers; this gross up had no corresponding impact on the Consolidated Condensed Statement of Operations. The Consolidated Balance Sheet as of December 30, 2017 has been adjusted to reflect retrospective application of the new accounting standard as follows:



	December 30, 2017
	As Previously Reported		Adjustments		As Adjusted
ASSETS
Prepaids and other current assets	$	3,600	$	1,069	$	4,669

LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses	$	30,291	$	1,069	$	31,360

As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) to exclude disclosures of transaction prices allocated to remaining performance obligations when the Company expects to recognize such revenue for all periods prior to the date of initial ~~assessment indicates~~application of the ASU; (ii) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that ~~revenue~~the period between the Company's transfer

Table of Contents7

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

of a promised product or service to a customer and when the customer pays for that product or service will be one year or less; (iii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less; (iv) not to recast revenues for contracts that begin and end in the same fiscal year; and (v) not to assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. The Company's revenue is recognized at a point in time ~~which is consistent with how revenue has been recognized under legacy accounting. The Company currently anticipates utilizing~~based on the ~~retrospective method upon adoption.~~

~~In January 2016,~~transfer of control whereby the ~~FASB issued ASU No. 2016-01,~~ ~~"Financial Instruments─Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,"~~ which addresses the recognition, measurement, presentation and disclosure of financial assets and liabilities. The ASU primarily affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not ~~believe the adoption of this ASU will have~~invest in contract costs that are recoverable. In addition, performance obligations and customer payments are within one year or less. For these reasons, there is not a significant impact ~~on its financial statements.~~as a result of electing these practical expedients.

Accounting Standards Yet to Be Adopted

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)," which requires lessees to recognize on the balance sheet a ~~right-of use~~right-of-use asset, 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. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company is continuing to evaluate the impact of the adoption of this ASU on its financial statements. The Company has developed a project team relative to the process of adopting this ASU and is currently completing a detailed review of the Company’s leasing arrangements, which consist primarily of building and equipment leases, to determine the impact.

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 ~~currently used~~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. Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the adoption of this ASU will have a significant impact on ~~its~~the financial statements due to the nature of the Company's customers and the limited amount of write-offs in past years.

~~Table of Contents~~7

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~"Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,"~~ which provides clarification guidance on certain cash flow presentation issues that have developed due to diversity in practice. These issues include certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. For public entities, ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company does not believe the adoption of this ASU will have a significant impact on its financial statements.

~~In November 2016, the FASB issued ASU No. 2016-18,~~ ~~“Statement of Cash Flows (Topic 230): Restricted Cash,”~~ which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash and cash equivalents and restricted cash and cash equivalents. For public entities, ASU 2016-18 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. Since the Company has no restricted cash, it does not believe the adoption of this ASU will have a significant impact on its financial statements.

~~In February 2017, the FASB issued ASU 2017-05,~~ "Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." This ASU clarifies the scope and application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial assets to noncustomers, including partial sales. The amendments are effective at the same time as the new revenue standard. For public entities, the amendments are effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company is currently assessing if there will be any impact on its financial statements.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~"Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~," which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not believe the adoption of this ASU will have a significant impact on its financial statements.

~~In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.~~" This ASU provides amendments to the current guidance on determining which changes to the terms and conditions of share-based payment awards require the application of modification accounting. The effects of a modification should be accounted for unless there are no changes between the fair value, vesting conditions, and classification of the modified award and the original award immediately before the original award is modified. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company does not believe the adoption of this ASU will have a significant impact on its financial statements.

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 does not believe the adoption of this ASU will have a significant impact on ~~its~~the financial statements.

NOTE 3 - REVENUE

Revenue Recognition Policy

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

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THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates the Company’s revenue by end-user markets for the three months and six months ended June 30, 2018 and July 1, 2017:



	Three Months Ended				Six Months Ended
	June 30, 2018		July 1, 2017		June 30, 2018		July 1, 2017
Residential floorcovering products	$	75,034	$	72,115	$	142,129	$	134,654
Commercial floorcovering products	30,954		34,443		62,242		68,959
Other services	450		629		926		1,115
Total net sales	$	106,438	$	107,187	$	205,297	$	204,728

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 floorcovering 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.

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 three and six months ended June 30, 2018 and July 1, 2017 is as follows:



	Three Months Ended						Six Months Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Beginning contract liability	$	5,296		$	7,572		$	5,717		$	8,212
Revenue recognized from contract liabilities included in the beginning balance	(4,711		)	(6,246		)	(5,005		)	(7,534		)
Increases due to cash received, net of amounts recognized in revenue during the period	6,139			4,903			6,012			5,551
Ending contract liability	$	6,724		$	6,229		$	6,724		$	6,229

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.

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THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(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.

Warranties

The Company generally provides product warranties related to manufacturing defects and specific performance standards for its products for a period 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 Condensed Statements of Operations and the product warranty reserve is included in accrued expenses in the Consolidated Condensed Balance Sheets. The Company calculates its accrual using the portfolio approach based upon historical experience and known trends. (See Note 9.) The Company does not provide an additional service-type warranty.

Bill-and-Hold Arrangement

At the customer's request, the Company entered into a bill-and-hold arrangement with one customer during the three months ended March 31, 2018. The Company recognized revenue of $630 but retained physical possession of the inventory. The Company segregated the inventory and no longer had the ability to use or direct it to another customer. The inventory was available to be physically transferred to the customer. As of June 30, 2018, approximately 62% of the order had been shipped to the customer.

NOTE 34 - RECEIVABLES, NET

Receivables are summarized as follows:


	September 30, 2017			December 31, 2016			June 30, 2018			December 30, 2017
Customers, trade	$	48,411		$	39,749		$	46,645		$	43,683
Other receivables	2,453			3,963			2,962			2,930
Gross receivables	50,864			43,712			49,607			46,613
Less: allowance for doubtful accounts	(116		)	(107		)	(199		)	(133		)
Receivables, net	$	50,748		$	43,605		$	49,408		$	46,480

Bad debt expense (credit) was ~~$31~~$57 and ~~$48~~$117 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and ~~$25~~$(13) and ~~$(70)~~$17 for the three and ~~nine~~six months ended ~~September 24, 2016,~~July 1, 2017, respectively.

NOTE 45 - INVENTORIES, NET

Inventories are summarized as follows:


	September 30, 2017			December 31, 2016			June 30, 2018			December 30, 2017
Raw materials	$	42,881		$	34,261		$	42,874		$	39,264
Work-in-process	24,508			16,739			23,206			24,454
Finished goods	67,269			57,053			70,136			65,172
Supplies and other	134			120			138			143
LIFO reserve	(11,912		)	(10,936		)	(13,971		)	(15,376		)
Inventories, net	$	122,880		$	97,237		$	122,383		$	113,657

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THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

NOTE 56 - PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consists of the following:


	September 30, 2017			December 31, 2016			June 30, 2018			December 30, 2017
Land and improvements	$	7,789		$	7,781		$	8,291		$	7,886
Buildings and improvements	62,352			62,055			63,349			62,852
Machinery and equipment	184,480			177,745			188,810			188,971
Assets under construction	6,747			2,386			1,731			2,443
	261,368			249,967			262,181			262,152
Accumulated depreciation	(165,594		)	(157,160		)	(173,033		)	(168,367		)
Property, plant and equipment, net	$	95,774		$	92,807		$	89,148		$	93,785

Depreciation of property, plant and equipment, including amounts for capital leases, totaled ~~$3,085~~$3,036 and ~~$9,235,~~$6,051, respectively, in the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~$3,264~~$3,068 and ~~$9,791,~~$6,150, respectively, in the three and ~~nine~~six months ended ~~September 24, 2016.~~July 1, 2017.

NOTE 67 - GOODWILL AND OTHER INTANGIBLES

The carrying amount of goodwill is $3,389 as of ~~September~~June 30, ~~2017~~2018 and December ~~31, 2016.~~30, 2017. The Company has a net carrying amount of ~~$2,538~~$2,309 and ~~$2,767~~$2,461 as of ~~September~~June 30, ~~2017~~2018 and December ~~31, 2016,~~30, 2017, respectively, for certain intangible assets subject to amortization. Amortization expense was $76 and $153 for the three and six months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016, respectively. Amortization expense was $229 for the nine months ended September 30,~~July 1, 2017, ~~and September 24, 2016,~~ respectively.

~~Table of Contents~~9

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

NOTE 78 - ACCRUED EXPENSES

Accrued expenses are summarized as follows:


					June 30, 2018		December 30, 2017
	September 30, 2017		December 31, 2016				(As Adjusted)
Compensation and benefits	$	8,721	$	7,492	$	7,493	$	9,276
Provision for customer rebates, claims and allowances	9,201		8,882		8,446		9,820
Advanced customer deposits	5,687		8,212		6,724		5,717
Outstanding checks in excess of cash	3,247		2,074		2,259		379
Other	7,475		6,166		5,989		6,168
Accrued expenses	$	34,331	$	32,826	$	30,911	$	31,360

NOTE 89 - 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 Condensed ~~Financial Statements.~~Balance Sheets. The following is a summary of the Company's product warranty activity:


													Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended						June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016						(As Adjusted)						(As Adjusted)
Product warranty reserve at beginning of period	$	2,145		$	2,214		$	2,307		$	2,159		$	1,248		$	1,357		$	1,356		$	1,439
Warranty liabilities accrued	1,453			1,537			4,365			4,574			623			491			1,236			895
Warranty liabilities settled	(1,394		)	(1,583		)	(4,365		)	(5,128		)	(626		)	(490		)	(1,318		)	(906		)
Changes for pre-existing warranty liabilities	(48		)	(45		)	(151		)	518			(2		)	59			(31		)	(11		)
Product warranty reserve at end of period	$	2,156		$	2,123		$	2,156		$	2,123		$	1,243		$	1,417		$	1,243		$	1,417

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THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

NOTE 910 - LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consists of the following:


	September 30, 2017			December 31, 2016			June 30, 2018			December 30, 2017
Revolving credit facility	$	103,884		$	70,583		$	106,142		$	97,708
Notes payable - buildings	12,601			13,150			12,053			12,419
Acquisition note payable - Development Authority of Gordon County	119			1,147
Acquisition note payable - Robertex	786			1,564			—			791
Notes payable - equipment and other	9,473			11,633			6,224			8,474
Capital lease obligations	12,353			11,145			14,330			14,530
Deferred financing costs, net	(710		)	(844		)	(575		)	(665		)
Total long-term debt	138,506			108,378			138,174			133,257
Less: current portion of long-term debt	9,721			10,122			7,982			9,811
Long-term debt	$	128,785		$	98,256		$	130,192		$	123,446

Revolving Credit Facility

The revolving credit facility provides for a maximum of $150,000 of revolving credit, subject to borrowing base availability. 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. 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.

At the Company's election, advances of the revolving credit facility bear interest at annual rates equal to either (a) LIBOR for ~~1, 2~~one, two or ~~3 month~~three-month periods, as selected by the Company, 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

~~Table of Contents~~10

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

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 ~~September~~June 30, ~~2017,~~2018, the applicable margin on our revolving credit facility was 1.75%. 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% per annum. The weighted-average interest rate on borrowings outstanding under the revolving credit facility was ~~3.99%~~4.41% at ~~September~~June 30, ~~2017~~2018 and ~~4.40%~~4.12% at December ~~31, 2016.~~30, 2017.

The revolving credit facility includes certain affirmative and negative covenants that impose restrictions on the Company's financial and business operations. The revolving credit facility ~~requires~~restricts the ~~Company to maintain a~~Company's borrowing availability if its fixed charge coverage ratio ofis less than 1.1 to 1.0. During any period that the fixed charge coverage ratio is less than 1.1 to 1.0, ~~during any period that~~the Company's borrowing availability ~~was less than~~is reduced by $16,500. As of ~~September~~June 30, ~~2017,~~2018, the unused borrowing availability under the revolving credit facility was ~~$27,473;~~$26,780; 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 ~~$10,973~~$10,280 (the amount above $16,500) at ~~September~~June 30, ~~2017.~~2018.

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~~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%.

On January 23, 2015, the Company entered into a ten-year $6,290 note payable to finance an owned facility in Saraland, Alabama. The note payable is scheduled to mature on January 7, 2025 and is secured by the facility. The note payable bears interest at a variable rate equal to ~~one month~~one-month LIBOR plus 2.0% and is payable in equal monthly installments of principal of $26, plus interest calculated on the declining balance of the note, with a final payment of $3,145 due on maturity. In addition, the Company entered into an interest rate swap with an amortizing notional amount effective January 7, 2017 which effectively fixes the interest rate at 4.30%.

~~Acquisition Note Payable - Development Authority~~

Table of ~~Gordon County~~Contents12

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

~~On November 2, 2012, the Company signed a 6.00% seller-financed note of $5,500 with Lineage PCR, Inc. (~~“~~Lineage~~”) related to the acquisition of a continuous carpet dyeing facility in Calhoun, Georgia. Effective December 28, 2012, through a series of agreements between the Company, the Development Authority of Gordon County, Georgia (the “~~Authority~~”) and Lineage, obligations with identical payment terms as the original note to Lineage became payment obligations to the Authority. These transactions were consummated in order to provide a tax abatement to the Company related to the real estate and equipment at this facility. The tax abatement plan provides for abatement for certain components of the real and personal property taxes for up to ten years. At any time, the Company has the option to pay off the obligation, plus a nominal amount. The debt to the Authority bears interest at 6.00% and is payable in equal monthly installments of principal and interest of $106 over 57 months.

Acquisition Note Payable - Robertex

On July 1, 2013, the Company signed a 4.50% seller-financed note of $4,000, which was recorded at a fair value of $3,749, with Robert P. Rothman related to the acquisition of Robertex Associates, LLC ("Robertex") in Calhoun, Georgia. The note iswas payable in five annual installments of principal of $800 plus interest. The note ~~matures~~matured on June 30, 2018.

Notes Payable - Equipment and Other

The Company's equipment financing notes have terms ranging from 31 to 7 years, bear interest ranging from 1.00% to 7.68% 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.

Capital Lease Obligations

The Company's capitalized lease obligations have terms ranging from 3 to 7 years, bear interest ranging from 3.55% to ~~7.37%~~7.76% and are due in monthly or quarterly installments through their maturity dates. The Company's capital lease obligations are secured by the specific equipment leased.

NOTE 1011 - 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:

~~Table of Contents~~11

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

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

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 Condensed Balance Sheets as of ~~September~~June 30, ~~2017~~2018 and December ~~31, 2016:~~30, 2017:


						June 30, 2018		December 30, 2017		Fair Value Hierarchy Level
Assets:
Interest rate swaps (1)						$	196	$	—	Level 2
	September 30, 2017		December 31, 2016		Fair Value Hierarchy Level
Liabilities:
Interest rate swaps (1)	$	3,055	$	3,695	Level 2	$	861	$	2,229	Level 2
Contingent consideration (2)	56		200		Level 3	26		25		Level 3

(1)

The Company uses certain external sources in deriving the fair value of the interest rate swaps. The interest rate swaps were valued using observable inputs (e.g., LIBOR yield curves, credit spreads). Valuations of interest rate swaps may fluctuate considerably from period-to-period due to volatility in underlying interest rates, which are driven by market conditions and the duration of the instrument. Credit adjustments could have a significant impact on the valuations due to changes in credit ratings of the Company or its counterparties.

(2)

As a result of the Robertex acquisition in 2013, ~~the Company recorded~~ a contingent consideration liability ~~at fair value. This fair value measurement~~ was based on calculations that utilize significant inputs not observable in the market including forecasted revenues, gross margins and discount rates and thus represent Level 3 measurements. This fair value measurement is directly impactedrecorded by the ~~Company's estimates. Accordingly, if the estimates within the fair value measurement are higher or lower, the Company would record additional charges or benefits, respectively, as appropriate.~~company.

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THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

Changes in the fair value measurements using significant unobservable inputs (Level 3) during the ~~nine~~six months ending ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016~~July 1, 2017 were as follows:


	September 30, 2017			September 24, 2016			June 30, 2018		July 1, 2017
Beginning balance	$	200		$	584		$	25	$	200
Fair value adjustments	(144		)	(168		)	1		(144		)
Settlements	—			(136		)
Ending balance	$	56		$	280		$	26	$	56

There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 during the three and ~~nine~~six months ending ~~September~~June 30, ~~2017~~2018 or ~~September 24, 2016.~~July 1, 2017. If any, the Company recognizes the transfers ~~in or transfers out~~ at the end of the reporting period.

The carrying amounts and estimated fair values of the Company's financial instruments are summarized as follows:

September 30,
2017 December 31,
2016
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial assets:
Cash and cash equivalents $ 138
$ 138
$ 140
$ 140
Notes receivable 282
282
282
282
Financial liabilities:
Long-term debt and capital leases, including current portion 138,506
136,415
108,378
105,270
Interest rate swaps 3,055
3,055
3,695
3,695

~~Table of Contents~~12

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~



	June 30, 2018				December 30, 2017
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Cash and cash equivalents	$	21	$	21	$	19	$	19
Notes receivable	282		282		282		282
Interest rate swaps	196		196		—		—
Financial liabilities:
Long-term debt and capital leases, including current portion	138,174		136,277		133,257		131,203
Interest rate swaps	861		861		2,229		2,229

The fair values of the Company's long-term debt and capital 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.

NOTE 1112 - 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 outstanding as of ~~September~~June 30, ~~2017:~~2018:


Type	Notional Amount			Effective Date	Fixed Rate	Variable Rate	Notional Amount			Effective Date	Fixed Rate	Variable Rate
Interest rate swap	$	25,000		September 1, 2016 through September 1, 2021	3.105%	1 Month LIBOR	$	25,000		September 1, 2016 through September 1, 2021	3.105%	1 Month LIBOR
Interest rate swap	$	25,000		September 1, 2015 through September 1, 2021	3.304%	1 Month LIBOR	$	25,000		September 1, 2015 through September 1, 2021	3.304%	1 Month LIBOR
Interest rate swap	$	7,150	(1)	November 7, 2014 through November 7, 2024	4.500%	1 Month LIBOR	$	6,838	(1)	November 7, 2014 through November 7, 2024	4.500%	1 Month LIBOR
Interest rate swap	$	5,451	(2)	January 7, 2017 through January 7, 2025	4.300%	1 Month LIBOR	$	5,215	(2)	January 7, 2017 through January 7, 2025	4.300%	1 Month LIBOR

(1) Interest rate swap notional amount amortizes by $35 monthly to maturity.

(2) Interest rate swap notional amount amortizes by $26 monthly to maturity.

Table of Contents14

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

The following table summarizes the fair values of derivative instruments included in the Company's financial statements:


	Location on Consolidated Balance Sheets	Fair Value				Location on Consolidated Balance Sheets	Fair Value
							June 30, 2018		December 30, 2017
Asset Derivatives:
Derivatives designated as hedging instruments:
Interest rate swaps, current portion						Prepaids and other current assets	$	2	—
Interest rate swaps, long-term portion						Other Assets	194		$	—
Total Asset Derivatives							$	196	$	—
	Location on Consolidated Balance Sheets	September 30, 2017		December 31, 2016
Liability Derivatives:
Derivatives designated as hedging instruments:
Interest rate swaps, current portion	Accrued Expenses	$	1,026	$	1,342	Accrued Expenses	$	449	$	842
Interest rate swaps, long-term portion	Other Long-Term Liabilities	2,029		2,353		Other Long-Term Liabilities	412		1,387
Total Liability Derivatives		$	3,055	$	3,695		$	861	$	2,229

The following tables summarize the pre-tax impact of derivative instruments on the Company's financial statements:


	Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative												Amount of Gain or (Loss) Recognized in AOCIL on the effective portion of the Derivative
	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016			June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Derivatives designated as hedging instruments:
Cash flow hedges - interest rate swaps	$	(57	)	$	24		$	(360	)	$	(2,648	)	$	323		$	(359	)	$	1,128		$	(303	)

	Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)												Amount of Gain or (Loss) Reclassified from AOCIL on the effective portion into Income (1)(2)
	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016			June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Derivatives designated as hedging instruments:
Cash flow hedges - interest rate swaps	$	(288	)	$	(308	)	$	(970	)	$	(891	)	$	(177	)	$	(324	)	$	(406	)	$	(683	)


(1)	The amount of gain (loss) reclassified from AOCIL is included in interest expense on the Company's financial statements.


(2)	The amount of loss expected to be reclassified from AOCIL into earnings during the next 12 months subsequent to ~~September~~June 30, ~~2017~~2018 is ~~$1,026.~~$447.

~~Table of Contents~~13

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

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

NOTE 1213 - EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Company sponsors a 401(k) defined contribution plan that covers approximately ~~85%~~86% of the Company's current 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 (credit) expense for this 401(k) plan was ~~$(114)~~$(33) and ~~$(132)~~$245 for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively, and ~~$364~~$231 and ~~$333~~$478 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively. The reduction in the matching contribution expense for the three months ended ~~September~~June 30, ~~2017 and September 24, 2016, respectively,~~2018 was a result of revising the estimated match for the year.

Additionally, the Company sponsors a 401(k) defined contribution plan that covers approximately ~~15%~~14% of the Company's current associates at one facility who are under a collective-bargaining agreement. 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

Table of Contents15

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

for the collective-bargaining 401(k) plan was ~~$35~~$38 and ~~$18~~$42 for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively, and ~~$95~~$67 and ~~$53~~$60 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively.

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 owed to participants under this plan were ~~$16,308~~$15,462 at ~~September~~June 30, ~~2017~~2018 and ~~$14,992~~$17,010 at December ~~31, 2016~~30, 2017 and are included in other long-term liabilities in the Company's Consolidated Condensed 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 was ~~$17,508~~$16,410 at ~~September~~June 30, ~~2017~~2018 and ~~$15,679~~$18,232 at December ~~31, 2016~~30, 2017 and is included in other assets in the Company's Consolidated Condensed Balance Sheets.

Multi-Employer Pension Plan

The Company contributes to a multi-employer pension plan under the terms of a collective-bargaining agreement that covers its union-represented employees. Expenses related to the multi-employer pension plan were $81 and ~~$68~~$85 for the three months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively, and ~~$232~~$173 and ~~$202~~$151 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September 24, 2016,~~July 1, 2017, respectively.

NOTE 1314 - INCOME TAXES

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. While the Company has 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, the charge related to the Tax Act may differ, possibly materially, due to, among other things, further refinement of its calculations, changes in interpretations and assumptions that the Company has made or additional guidance that may be issued related to the Tax Act. Pursuant to Staff Accounting Bulletin No. 118, the Company will complete its analysis over a one-year measurement period from the enactment date, and any adjustments during this measurement period will be included in income from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.

The benefit rate for the six months ending June 30, 2018 was 3.8% compared with an effective income tax rate of 38.6% for the ~~nine~~six months ending ~~September 30,~~July 1, 2017. During the fourth quarter of 2017, ~~was 68.6% compared with~~the Company recorded a ~~benefit rate~~full valuation allowance against the deferred tax assets resulting in only refundable credits and a small amount of ~~43.0%~~state taxes being recognized in the tax benefit for the ~~nine months ending September 24, 2016.~~first half of 2018. The ~~nine~~six months ended ~~September 30,~~July 1, 2017 included $164 of tax expense related to the adoption of ASU No. 2016-09 which requires a shortfall of tax benefits related to stock compensation to be recognized in income tax expense instead of additional ~~paid in~~paid-in capital. The Company is in a net deferred tax ~~asset~~liability position of ~~$7,051~~$1,120 and ~~$7,610~~$1,105 at ~~September~~June 30, 2018 and December 30, 2017, ~~and December 31, 2016, respectively.~~respectively, which is included in other long-term liabilities in the Company's Consolidated Balance Sheets.

The Company accounts for uncertainty in income tax positions according to FASB guidance relating to uncertain tax positions. Unrecognized tax benefits were ~~$420~~$424 and ~~$406~~$414 at ~~September~~June 30, ~~2017~~2018 and December ~~31, 2016,~~30, 2017, respectively. Such benefits, if recognized, would affect the Company's effective tax rate. There were no significant interest or penalties accrued as of ~~September~~June 30, ~~2017~~2018 and December ~~31, 2016.~~30, 2017.

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 2013 remain open to examination for U.S. federal income taxes. The majority of state jurisdictions remain open for tax years subsequent to ~~2012.~~2013. A few state jurisdictions remain open to examination for tax years subsequent to ~~2011.~~2012.

~~Table of Contents~~14

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

NOTE 1415 - EARNINGS (LOSS) PER SHARE

~~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. Accounting guidance requires additional disclosure of ~~EPS~~earnings (loss) per share 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 Contents16

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

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


	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	September 30, 2017			September 24, 2016			September 30, 2017			September 24, 2016			June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	(547	)	$	573		$	104		$	(2,569	)	$	(1,972	)	$	1,226		$	(4,857	)	$	650
Less: Allocation of earnings to participating securities	—			(17		)	(32		)	—			—			(31		)	—			(31		)
Income (loss) from continuing operations available to common shareholders - basic	$	(547	)	$	556		$	72		$	(2,569	)	$	(1,972	)	$	1,195		$	(4,857	)	$	619
Basic weighted-average shares outstanding (1)	15,707			15,648			15,696			15,631			15,763			15,707			15,739			15,690
Basic earnings (loss) per share - continuing operations	$	(0.03	)	$	0.04		$	0.00		$	(0.16	)	$	(0.13	)	$	0.08		$	(0.31	)	$	0.04

Diluted earnings (loss) per share:
Income (loss) from continuing operations available to common shareholders - basic	$	(547	)	$	556		$	72		$	(2,569	)	$	(1,972	)	$	1,195		$	(4,857	)	$	619
Add: Undistributed earnings reallocated to unvested shareholders	—			—			—			—			—			—			—			—
Income (loss) from continuing operations available to common shareholders - basic	$	(547	)	$	556		$	72		$	(2,569	)	$	(1,972	)	$	1,195		$	(4,857	)	$	619
Basic weighted-average shares outstanding (1)	15,707			15,648			15,696			15,631			15,763			15,707			15,739			15,690
Effect of dilutive securities:
Stock options (2)	—			—			—			—			—			—			—			—
Directors' stock performance units (2)	—			96			118			—			—			119			—			115
Diluted weighted-average shares outstanding (1)(2)	15,707			15,744			15,814			15,631			15,763			15,826			15,739			15,805
Diluted earnings (loss) per share - continuing operations	$	(0.03	)	$	0.04		$	0.00		$	(0.16	)	$	(0.13	)	$	0.08		$	(0.31	)	$	0.04


(1)	Includes Common and Class B Common shares, excluding 675 thousand unvested participating ~~securities, in thousands.~~securities.

(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 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were ~~448 and 307, respectively,~~426 thousand and for the three and ~~nine~~six months ended ~~September 24, 2016~~July 1, 2017 were ~~104 and 220, respectively.~~307 thousand.

NOTE 1516 - 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 Condensed Financial Statements. The number of shares to be issued is determined by dividing the specified dollar value of the award by the market value per share on the grant date. The Company's stock compensation expense was ~~$223~~$228 and ~~$711~~$455 for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, and ~~$269~~$201 and ~~$1,021~~$488 for the three and ~~nine~~six months ended ~~September 24, 2016,~~July 1, 2017, respectively.

On March ~~10, 2017,~~12, 2018, the Company granted ~~40,000~~297,292 shares of restricted stock to certain key employees of the Company. The grant-date fair value of the awards was ~~$140,~~$832, or ~~$3.50~~$2.80 per share, and will be recognized as stock compensation expense over a ~~three-year vesting~~weighted-average period of 6.1 years from the date the awards were granted. Each ~~award is subject to a continued service condition. The fair value~~

~~Table of Contents~~15

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

~~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 May 30, 2017, the Company granted 203,000 options with a market condition to certain key employees of the Company at an exercise price of $4.17. The grant-date fair value of these options was $316. These options vest over a two-year period and require the Company's stock to trade at or above $7.00 for five consecutive trading days after the two-year period and within five years of issuance to meet the market condition. 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.

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~~

Table of ~~restricted stock to a key employee. The grant-date fair value of the award was $41, or $4.05~~Contents17

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except 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.data) (Continued)

NOTE 1617 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Interest Rate Swaps Post-Retirement Liabilities Total
Balance at December 31, 2016 (2,216 ) 256
(1,960 )
Unrealized loss on interest rate swaps, net of tax of $137 (223 ) —
(223 )
Reclassification of loss into earnings from interest rate swaps, net of tax of $369 601
—
601
Reclassification of net actuarial gain into earnings from postretirement benefit plans, net of tax of $9 —
(15 ) (15 )
Reclassification of prior service credits into earnings from postretirement benefit plans, net of tax of $1 —
(2 ) (2 )
Balance at September 30, 2017 $ (1,838 ) $ 239
$ (1,599 )



	Interest Rate Swaps			Post-Retirement Liabilities			Total
Balance at December 30, 2017	(1,587		)	288			(1,299		)
Unrealized gain on interest rate swaps	1,128			—			1,128
Reclassification of loss into earnings from interest rate swaps	406			—			406
Reclassification of net actuarial gain into earnings from postretirement benefit plans	—			(15		)	(15		)
Reclassification of prior service credits into earnings from postretirement benefit plans	—			(2		)	(2		)
Balance at June 30, 2018	$	(53	)	$	271		$	218

NOTE 1718 - COMMITMENTS AND CONTINGENCIES

Commitments

On July 12, 2017, the Company entered into a five-year lease agreement to lease a yarn manufacturing facility in Porterville, California. The lease began on August 1, 2017. Base rent is initially set at $50 per month over the lease term. Total base rent payable over the lease period is $3,000. The Company has an option to extend the term of the lease for an additional five-year period.

and 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 changed from the previous estimate, an adjustment to the liability would be recorded in the period in which such determination is made. (See ~~Notes 19 & 20)~~

~~Table of Contents~~16

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

Note 21).

Legal Proceedings

The Company has been sued, together with the 3M Company and approximately 30 other carpet manufacturers, by the Gadsden (Alabama) Water Works in the circuit court of Etowah County Alabama [The Water Works and Sewer Board of the City of Gadsden v. 3M Company, et al, civil action No. 31-CV-2016-900676.00] and by the Town of Centre (Alabama) Water Works in the circuit court of Cherokee County Alabama [The Water Works and Sewer Board of the Town of Centre v. 3M Company, et al, civil action No. 13-CV-2017-900049.00]. Both cases seek monetary damages and injunctive relief related to the use of certain chemical compounds in the manufacture and finishing of carpet products “in and around Dalton Georgia.” On motion of the defendants, the cases were removed to the U.S. District Court for the Northern District of Alabama (Middle Division) Case No. 4:16-CV-01755-SGC and Case No. 4:17-CV-01026-KOB. Subsequently, the Gadsden Water Works filed a motion to have the case remanded back to the state court and such motion has been granted. The lawsuits allege that perflourinated compounds (“PFC”), perflourinated acid (“PFOA”) and perfluorooctane sulfonate (“PFOS”) manufactured by 3M were used in certain finishing and treatment processes by the defendants and, as a consequence of such use, were subsequently either discharged into or leached into the water systems around Dalton, Georgia. The Complaints seeks damages that exceed $10, but are otherwise unspecified in amount in addition to injunctive relief and punitive damages. The Company intends to defend the matters vigorously and is unable to estimate the potential exposure to loss, if any, at this time.

As of June 25, 2018, the Company and the Class Representative, as a result of court ordered mediation, have agreed to a Memorandum of Understanding regarding settlement of the class action litigation styled Carlos Garcia v. Fabrica International, Inc. et al Orange County Superior Court Case No. 30-2017-00949461-CU-OE-CXC. The parties have agreed during the quarter to file a motion for approval of a memorandum of understanding with the court in which the case is pending, and to finalize a definitive settlement agreement subject to court approval. The required court approval of the settlement is expected to occur within the next quarter. During the quarter ended June 30, 2018, the Company has recorded costs of approximately $1,514 to reflect our estimate of the costs related to such issues.

The Company is one of multiple parties to ~~two lawsuits~~a current lawsuit filed in Madison County Illinois styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2. The lawsuit entails a claim for damages to be determined in excess of $50 filed on behalf of a former employee that alleges that the deceased contracted mesothelioma as a result of exposure to asbestos while employed by the Company. Discovery in the matter is ongoing. The Company has denied liability, is defending the matters

Table of Contents18

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

vigorously and is unable to estimate its potential exposure to loss, if any, at this time. In March of 2018, a similar lawsuit styled Charles Anderson, Pltf., vs. 3M Company, et al, No. 17-L-525 was dismissed. In May of 2018, the lawsuit 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 and styled Charles Anderson, Pltf., vs. 3M Company, et al, No. 17-L-525. Both lawsuits entail a claim for damages 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 exposure to asbestos while employed by the Company. Discovery in each matter is ongoing, and a tentative trial date has been set for one of the cases. The Company has denied liability, is defending the matters vigorously and is unable to estimate the 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.

On April 24th, 2018, subsequent to the end of the first quarter, a law firm claiming to represent one of the Company's shareholders owning 50 shares, sent a request for information concerning the Company's equity incentive plans, and equity awards granted under those plans to the Company's chairman and chief operating officer, alleging that the law firm is investigating “possible breaches of fiduciary duty” in approving such plans and such awards. All such equity plans were approved by shareholders, and all such awards were made in accordance with the applicable terms of the plans. The Company has responded to the request in accordance with applicable law. No claim or suit has been filed.

NOTE 1819 - OTHER ~~OPERATING~~(INCOME) EXPENSE, NET

Other operating (income) expense, net is summarized as follows:

Three Months Ended Nine Months Ended
September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Other operating expense, net:
Loss on property, plant and equipment disposals $ —
$ —
$ 42
$ 259
(Gain) loss on currency exchanges (66 ) 88
(65 ) 85
Amortization of intangibles 76
76
229
229
Retirement expenses 40
27
112
102
Miscellaneous (income) expense (4 ) (50 ) (234 ) (150 )
Other operating expense, net $ 46
$ 141
$ 84
$ 525



	Three Months Ended						Six Months Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Other operating (income) expense, net:
Loss on property, plant and equipment disposals	82			41			$	82		$	41
(Gain) loss on currency exchanges	$	5		$	(15	)	(3		)	2
Amortization of intangibles	76			76			153			153
Retirement (income) expense	(120		)	54			(66		)	72
Settlement of class action litigation (1)	1,514			—			1,514			—
Miscellaneous (income) expense	(50		)	(170		)	(413		)	(229		)
Other operating (income) expense, net	$	1,507		$	(14	)	$	1,267		$	39

(1) See "Note 18 - Commitments and Contingencies" for further explanation.




	Three Months Ended						Six Months Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Other expense, net:
Post-retirement income	$	(5	)	$	(5	)	(9		)	(11		)
Miscellaneous (income) expense	6			26			12			29
Other expense, net	$	1		$	21		$	3		$	18

NOTE 1920 - FACILITY CONSOLIDATION AND SEVERANCE EXPENSES, NET

2014 Warehousing, Distribution & Manufacturing Consolidation Plan

The Company developed a plan to align its warehousing, distribution and manufacturing to support its growth and manufacturing strategy resulting in improved distribution capabilities and customer service. The key element and first major step of this plan was the acquisition of a facility to serve as a finished goods warehouse and a cut-order and distribution center in Adairsville, Georgia. Costs related to the consolidation included moving and relocation expenses, information technology expenses and expenses relating to conversion and realignment of equipment. In addition, this plan included the elimination of both carpet dyeing and yarn dyeing in the Company's Atmore, Alabama facility designed to more fully accommodate the distribution and manufacturing realignment. As a result, the dyeing operations in Atmore were moved to the Company's continuous dyeing facility, skein dyeing operation and other outside dyeing processors.

To complete the Warehousing, Distribution & Manufacturing Consolidation Plan, the Company moved its Saraland rug operation from an expiring leased building to an owned facility in March 2016. The Company completed this consolidation plan during 2016. As a result of eliminating its dyeing operations in Atmore, Alabama, the Company disposed of its waste water treatment plant in

Table of Contents 1719

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

2014. Subsequently, after extensive testing, it was determined that the Company still had some contaminants above background levels and ~~that it would need to install~~installed a soil ~~cap. During the first quarter of 2016, the Company accrued $690~~cap to finalize the cleanup of the site of the Company's former waste water treatment plant. During the fourth quarter of 2016, the Company lowered the accrual by $359 as the Company was able to refine the plan. Accordingly, if the actual costs are higher or lower, the Company would record an additional charge or benefit, respectively, as appropriate.

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.

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 includes consolidating the management of the Company's two commercial brands, Atlas Carpet Mills and Masland Contract, under one management team, sharing operations in sales, marketing, product development and manufacturing. Specific to this plan includes focusing nearly all commercial solution dyed make-to-order production in our Atmore, Alabama operations where the Company has developed such make-to-order capabilities over the last 5 years. Further, the Company is aligning its west coast production facilities, better utilizing its west coast real estate by moving production to its Porterville, California and Atmore, Alabama operations and preparing for more efficient distribution of its west coast products. Furthermore, the Company is re-configuring its east coast distribution facilities to provide more efficient distribution of its products. In addition, the Company had reductions in related support functions such as accounting and information services.

Costs related to the facility consolidation plans are summarized as follows:


											As of September 30, 2017														As of June 30, 2018
	Accrued Balance at December 31, 2016		2017 Expenses To Date				2017 Cash Payments		Accrued Balance at September 30, 2017		Total Costs Incurred To Date		Total Expected Costs		Accrued Balance at December 30, 2017		2018 Expenses To Date				2018 Cash Payments		Accrued Balance at June 30, 2018		Total Costs Incurred To Date		Total Expected Costs
Warehousing, Distribution & Manufacturing Consolidation Plan	$	266	$	—			$	238	$	28	$	7,444	$	7,444	$	—	$	—			$	—	$	—	$	7,440	$	7,440
Corporate Office Consolidation Plan	248		—				58		190		803		803		171		4				40		135		811		811
Totals	$	514	$	—	(1)		$	296	$	218	$	8,247	$	8,247
Profit Improvement Plan															$	334	$	402			$	653	$	83	$	1,038	$	1,903
Total All Plans															$	505	$	406	(1)		$	693	$	218	$	9,289	$	10,154


	Accrued Balance at December 26, 2015		2016 Expenses To Date				2016 Cash Payments		Accrued Balance at September 24, 2016						Accrued Balance at December 31, 2016		2017 Expenses To Date				2017 Cash Payments		Accrued Balance at July 1, 2017
Warehousing, Distribution & Manufacturing Consolidation Plan	—		1,740				1,065		675						266		—				204		62
Corporate Office Consolidation Plan	341		76				148		269						248		—				38		210
Profit Improvement Plan															—		—				—		—
Totals	$	341	$	1,816	(1	)	$	1,213	$	944					$	514	$	—	(1	)	$	242	$	272

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

Table of Contents 1820

THE DIXIE GROUP, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

(amounts in thousands, except per share data) (Continued)

NOTE 2021 - 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:

Three Months Ended Nine Months Ended
September 30,
2017 September 24,
2016 September 30,
2017 September 24,
2016
Income (loss) from discontinued operations:
Workers' compensation costs from former textile operations $ (2 ) $ 5
(111 ) 21
Environmental remediation costs from former textile operations (15 ) (65 ) (139 ) (101 )
Income on disposal of discontinued operations —
—
—
100
Income (loss) from discontinued operations, before taxes $ (17 ) $ (60 ) (250 ) 20
Income tax provision (benefit) (6 ) (21 ) (87 ) 7
Income (loss) from discontinued operations, net of tax $ (11 ) $ (39 ) $ (163 ) $ 13



	Three Months Ended						Six Months Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017
Loss from discontinued operations:
Workers' compensation (costs) credits from former textile operations	$	208		$	(82	)	214			(109		)
Environmental remediation (costs) credits from former textile operations	(51		)	(103		)	(79		)	(124		)
Income (loss) from discontinued operations, before taxes	$	157		$	(185	)	135			(233		)
Income tax benefit	—			(62		)	—			(81		)
Income (loss) from discontinued operations, net of tax	$	157		$	(123	)	$	135		$	(152	)

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.

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 ~~$1,694~~$1,753 as of ~~September~~June 30, ~~2017~~2018 and ~~$1,686~~$1,746 as of December ~~31, 2016.~~30, 2017. 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 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.

NOTE 2122 - RELATED PARTY TRANSACTIONS

The Company is 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 is controlled by an associate of the Company. Rent paid to the lessor during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was $251 and ~~$728,~~$501, respectively. Rent paid to the lessor during the three and ~~nine~~six months ended ~~September 24, 2016~~July 1, 2017 was ~~$226~~$251 and ~~$567,~~$477, respectively. The lease was based on current market values for similar facilities.

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 ~~7.4%~~7.3% of the Company's Common Stock, which represents approximately ~~3.5%~~3.3% 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 during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were approximately ~~$2,119~~$2,855 and ~~$5,776,~~$4,570, respectively; or approximately ~~2.7%~~3.5% and ~~2.5%~~2.9%, respectively, of the Company's cost of goods sold. Total purchases from Engineered Floors during the three and ~~nine~~six months ended ~~September 24, 2016~~July 1, 2017 were approximately ~~$1,844~~$1,663 and ~~$5,478,~~$3,658, respectively; or approximately ~~2.5%~~2.1% and 2.4%, respectively, of the Company's cost of goods sold. 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 is 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 lessor is controlled by an associate of the Company. Rent paid to the lessor during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 was $69 and ~~$204,~~$138, respectively. Rent paid to the lessor during the three and ~~nine~~six months ended ~~September 24, 2016~~July 1, 2017 was $67 and ~~$200,~~$135, respectively. The lease was based on current market values for similar facilities. In addition, the Company ~~has~~had a note payable to Robert P. Rothman related to the acquisition of Robertex Inc. The note matured on June 30, 2018. (See Note 9)10).

Table of Contents 19

~~THE DIXIE GROUP, INC.~~

~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(amounts in thousands, except per share data) (Continued)~~

~~NOTE 22 - SUBSEQUENT EVENT~~

During the fourth quarter, the Company announced a Profit Improvement Plan which included the consolidation of our two commercial brands, Atlas and Masland Contract. This plan will consolidate the brands into one management team, sharing operations in sales, marketing, product development and manufacturing. As a result of this plan, the Company will incur expenses of approximately $775 in the fourth quarter of 2017. These expenses primarily related to severance costs associated with the reduced headcount.

~~Table of Contents~~2021

Item 2. 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 condensed financial statements and related notes appearing elsewhere in this report.

FORWARD-LOOKING INFORMATION

This Report contains statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. ~~These~~Such statements include the use of terms or phrases ~~that include~~ such ~~terms~~ as "expects," "estimates," "projects," "believes," "anticipates," "intends," and similar terms and phrases. Such ~~forward looking~~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~~item 1A of this report, and described elsewhere in this document, the cost and availability of capital, the cost and availability of certain specialized yarns and branded products, 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, 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.

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 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 Carpet Mills ~~Masland Contract~~ and Masland ~~Hospitality~~Contract brands, participate in the upper-end specified commercial marketplace. Dixie International sells all of our brands outside of the North American market.

~~During~~Our business is primarily concentrated in areas of the soft floorcovering markets which include broadloom carpet, carpet tiles and rugs. However, 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 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. In this upcoming third quarter of ~~2017,~~2018, our residential brand, Fabrica, will begin offering a high-end engineered wood line.

During the second quarter of 2018, our net sales ~~increased 2.3%~~decreased 0.7% compared with the ~~third~~second quarter of ~~2016.~~2017. Sales of residential products increased ~~7.4%~~4.0% during the quarter versus prior year quarter while, we estimate, the industry was up ~~in the low single digits.~~slightly. Commercial product sales decreased ~~5.5%~~10.1% during the quarter while, we believe, the industry was down ~~in the mid-single digits.~~ slightly. During the first ~~nine~~six months of ~~2017,~~2018 our net sales increased ~~4.3%~~0.3% compared with the first ~~nine~~six months of ~~2016.~~2017. Sales of residential products increased ~~8.3%~~5.6% during the first ~~nine~~six months versus prior year ~~period while, we estimate, the industry was up in the low single digits. We continue to anticipate the residential housing market will have steady but moderate growth over the next year.~~period. Commercial product sales ~~increased 1.3%~~decreased 9.7% during the first ~~nine~~six months ~~while, we believe, the industry was down in the low single digits. We continue to anticipate the commercial market to have moderate growth over the next year.~~

~~During the third quarter, our overall sales were negatively impacted as a result~~ of the storms affecting Florida and Texas. We continued to be negatively affected in these two geographic areas in October. We were affected by a declaration of force majeure by our largest supplier of nylon fiber. We worked with our supplier base to overcome spot shortages and have notified our insurance carrier of a potential business interruption claim, though the final impact is still to be determined. Our supplier has resumed operations of its facilities and we are not currently experiencing any shortages.

~~In response~~2018 compared to the ~~high rate~~first six months of growth for hard surface products in the last several years, we decided to initiate a series of product launches in luxury vinyl flooring and engineered wood hard surface flooring products. We now offer luxury vinyl flooring (“LVF”) products under the Calibre brand which was our first hard surface offering in the commercial markets. These new LVF products are being sold by our existing Masland Contract sales force. Our residential brands, Dixie Home and Masland Residential, are supplying Stainmaster PetProtect® luxury vinyl flooring. Finally, we are preparing to launch a high-end engineered wood line through our Fabrica brand later in the year. The growth rate, measured as market sales volume in square feet, has been substantially higher for hard surface products than soft surface products over the past four years.

~~Table of Contents~~212017.

RESULTS OF OPERATIONS

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018 Compared with Three and ~~Nine~~Six Months Ended ~~September 24, 2016~~July 1, 2017


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30, 2017		September 24, 2016		September 30, 2017		September 24, 2016		June 30, 2018		July 1, 2017		June 30, 2018		July 1, 2017
Net sales	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	75.8	%	74.2	%	74.5	%	75.0	%	76.4	%	73.5	%	77.2	%	73.8	%
Gross profit	24.2	%	25.8	%	25.5	%	25.0	%	23.6	%	26.5	%	22.8	%	26.2	%
Selling and administrative expenses	23.4	%	23.7	%	24.0	%	24.3	%	22.4	%	23.6	%	22.9	%	24.3	%
Other operating expense, net	0.1	%	0.2	%	—	%	0.3	%
Facility consolidation expenses, net	—	%	—	%	—	%	0.6	%
Other operating (income) expense, net									1.4	%	(0.1	)%	0.6	%	—	%
Facility consolidation and severance expenses, net									0.2	%	—	%	0.2	%	—	%
Operating income (loss)	0.7	%	1.9	%	1.5	%	(0.2	)%	(0.4	)%	3.0	%	(0.9	)%	1.9	%

~~Net Sales~~

Net sales for the quarter ended September 30, 2017 were $102.7 million, an increase of 2.3% compared with net sales of $100.3 million for the year-earlier quarter. In the third quarter of 2017, net sales of residential products increased 7.4% and net sales of commercial products decreased 5.5% compared with the third quarter of 2016. During the quarter, the overall market for commercial products significantly decreased compared to the prior year quarter. In addition, our overall sales were negatively impacted as a result of the storms affecting Florida and Texas during the quarter.

Net sales for the nine months ended September 30, 2017 were $307.4 million, an increase of 4.3% compared with net sales of $294.8 million for the nine months ended September 24, 2016. In the first nine months of 2017, net sales of residential products increased 8.3% and net sales of commercial products increased 1.3% compared with the first nine months of 2016. Sales were stronger in the first nine months of 2017 compared with the same period in 2016 due to significantly higher sales of residential products. During the first nine months of 2017, we implemented two sales price increases to offset higher raw material and processing costs.

~~Gross Profit~~

Gross profit as a percentage of net sales was 24.2% in the third quarter of 2017 compared with 25.8% in the third quarter of 2016, or a 1.6 percentage point decrease as a percentage of sales. During the third quarter of 2017, our operating income was positively impacted by higher sales volume offset by higher raw material costs, the startup expenses of our new Porterville yarn operation, the completion of our Colormaster skein and beck dye expansion and under absorbed manufacturing expenses as our production volume dropped off significantly late in the quarter due to weak order volume earlier in the period.

Gross profit as a percentage of net sales was 25.5% in the first nine months of 2017 compared with 25.0% in the first nine months of 2016, or a 0.5 percentage point improvement as a percentage of sales. During the first nine months of 2017, our gross profit was positively impacted by higher production levels in the plants as we had higher order volume than the prior year period resulting in increased absorption of fixed costs partially offset by higher raw material costs and startup expenses for our expanded skein and beck dyeing operations in our Colormaster facility, Porterville yarn processing and Atmore precoat operations.

~~Selling and Administrative Expenses~~

Selling and administrative expenses were $24.0 million in third quarter 2017 compared with $23.8 million in the year earlier period, a decrease of 0.3 percentage points as a percentage of sales. Selling and administrative expenses decreased as a percentage of sales primarily as a result of higher sales volumes in the first nine months of 2017.

Selling and administrative expenses were $73.8 million in first nine months of 2017 compared with $71.8 million in the year earlier period, a decrease of 0.3 percentage points as a percentage of sales. Selling and administrative expenses decreased as a percentage of sales primarily as a result of the higher sales volumes in the first nine months of 2017 offset by higher sales and marketing expenses related to the introduction of residential luxury vinyl flooring.

~~Other Operating Expense, Net~~

Other operating expense, net was an expense of $46 thousand in the third quarter of 2017 compared with an expense of $141 thousand in the third quarter of 2016. Other operating expense, net was an expense of $84 thousand in the first nine months of

Table of Contents 22

Net Sales

Net sales for the quarter ended June 30, 2018 were $106.4 million, a decrease of 0.7% compared with net sales of $107.2 million for the year-earlier quarter. In the second quarter of 2018, residential floorcovering sales increased 4.0% and net sales of commercial floorcovering decreased 10.1% compared with the second quarter of 2017.

Net sales for the six months ended June 30, 2018 were $205.3 million, an increase of 0.3% compared to the net sales of $204.7 million in the six months ended July 1, 2017. In the first six months of 2018, net sales of residential products increased 5.6% and net sales of commercial products decreased 9.7% compared to the first six months of 2017.

Gross Profit

Gross profit as a percentage of net sales was 23.6% in the second quarter of 2018 compared with 26.5% in the second quarter of 2017, or a 2.9 percentage point decrease as a percentage of sales. During the second quarter of 2018, our sales and costs were negatively impacted by lower sales in our commercial business contributing to under absorbed costs in our manufacturing operations. To address this issue we have launched new products through our commercial brands which we believe are being well received. In the residential business, we plan to implement a price increase in August to cover rising material and production costs. Our gross margin was further impacted by higher than normal waste, purchase price variances and distribution expenses. To this regard, we have made changes in our manufacturing operations to lower costs by better aligning staffing to demand, implemented several waste reduction initiatives, and are streamlining our operations. We also were impacted by a workers' compensation claim in the amount of $450 thousand due to an accident at a yarn processing facility.

Gross profit declined 3.4% as a percentage of sales in the first six months of 2018 compared with the first six months of 2017.

Selling and Administrative Expenses

Selling and administrative expenses were $23.8 million in second quarter 2018 compared with $25.3 million in the year earlier period, a decrease of 1.2 percentage points as a percentage of sales. The lower expenses in selling and administrative areas were partially related to cost savings from the actions taken in the Profit Improvement Plan during the fourth quarter of 2017.

Selling and administrative expenses were $46.9 million in the first six months of 2018 compared with $49.8 million in the year earlier period. This was a decrease of 1.4% as a percentage of sales.

Other Operating (Income) Expense, Net

Other operating (income) expense, net was an expense of $1.5 million in the second quarter of 2018 compared with net income of $14 thousand in the second quarter of 2017. For the six months ended June 30, 2018 other operating (income) expense, net was an expense of $1.3 million compared with an expense of ~~$525~~$39 thousand in the first ~~nine~~six months of ~~2016. The decrease~~2017. As described in ~~other operating expense, net was primarily~~Legal Proceedings, in the second quarter of 2018 we agreed to a Memorandum of Understanding with regard to a proposed settlement of a class action litigation. As a result of ~~lower disposal losses on certain machinery taken out~~this agreement, we recorded a $1.5 million charge during the period to reflect our estimate of ~~service in~~costs related to the ~~first nine months of 2016.~~issues raised by the litigation.

Facility Consolidation and Severance Expenses, Net

Facility consolidation and severance expenses ~~decreased $1.8 million~~totaled $190 thousand in ~~the first nine months of 2017 compared with the year-earlier period as we completed our facility consolidation plans during~~ the second quarter of ~~2016.~~2018 and $406 thousand for the six months ended June 30, 2018. There were no expenses recorded in the year-earlier quarter or six month period. These expenses are the result of the expenses associated with the Profit Improvement Plan which began in October 2017.

Operating Income (Loss)

We reported an operating ~~income~~loss of ~~$767~~$355 thousand in the ~~third~~second quarter of ~~2017~~2018 compared with operating income of ~~$1.9~~$3.2 million in the ~~third~~second quarter of ~~2016.~~2017. During the ~~third~~second quarter of ~~2017,~~2018, our ~~operating income~~sales and costs were negatively impacted by lower sales in our commercial business, contributing to unabsorbed costs in our manufacturing operations. Our gross margin was ~~positively~~further impacted by higher ~~sales volume~~than normal waste, purchase price variances and distribution expenses. We also were impacted by a large workers' compensation claim due to an accident at a yarn processing facility which resulted in a charge of $450 thousand. To address the operational issues we have launched new products through our commercial brands during the quarter and believe they are being well received. Further we have made changes in our manufacturing operations to lower costs by better aligning staffing to demand, implemented several waste reduction initiatives, and are streamlining our distribution operations. In addition, we were impacted by a $1.5 million charge related to the settlement of a pending class action (see legal proceedings). These items were partially offset by ~~higher raw material costs, the startup expenses of our new Porterville yarn operation, the completion of our Colormaster skein~~lower general and ~~beck dye expansion and under absorbed manufacturing expenses as our production volume dropped off significantly late in the quarter due to weak order volume earlier in the period.~~administrative expenses.

~~We reported operating income of $4.6 million in the~~The first ~~nine~~six months of ~~2017 compared~~2018 ended with an operating loss of ~~$522 thousand~~$1.9 million compared to an operating income of $3.8 million in the first ~~nine~~six months of 2016. During the first nine months of 2017, our operating income was positively impacted by higher production levels in the plants as we had higher order volume than the prior year period resulting in increased absorption of fixed costs partially offset by higher raw material costs and startup expenses for our expanded skein and beck dyeing operations in our Colormaster facility, Porterville yarn processing and Atmore precoat operations.

~~Interest Expense~~

~~Interest expense increased $174 thousand in the third quarter of 2017 compared with the third quarter of 2016 principally a result of increased levels of debt and higher interest rates in~~ 2017.

Interest expense increased $236 thousand in the first nine months of 2017 compared with the first nine months of 2016 principally a result of increased levels of debt and higher interest rates in 2017.

~~Income Tax Provision (Benefit)~~

The tax rate applied to the first nine months of 2017 was 68.6% compared with a benefit rate of 43.0% in the first nine months of 2016. The first nine months of 2017 included $164 of tax expense related the adoption of ASU No. 2016-09 which requires a shortfall of tax benefits related to stock compensation to be recognized in income tax expense instead of additional paid in capital.

~~Income (Loss) from Continuing Operations~~

We had a loss from continuing operations of $547 thousand, or $0.03 per diluted share in the third quarter of 2017 compared with income from continuing operations of $573 thousand, or $0.04 per diluted share in the third quarter of 2016. During the third quarter of 2017, our income was negatively impacted by higher raw material costs.

We had income from continuing operations of $104 thousand, or $0.00 per diluted share in the first nine months of 2017 compared with a loss from continuing operations of $2.6 million, or $0.16 per diluted share in the first nine months of 2016. During the first nine months of 2017, our income was positively impacted by higher production levels in the plants as we had higher order volume than the prior year period resulting in increased absorption of fixed costs partially offset by higher raw material costs and startup expenses for our expanded skein and beck dyeing operations in our Colormaster facility and yarn processing and precoat operations in our Atmore facility.

~~Net Income (Loss)~~

Discontinued operations reflected a loss of $11 thousand, or $0.00 per diluted share, in the third quarter of 2017 compared with a loss of $39 thousand, or $0.00 per diluted share, in the same period in 2016. Including discontinued operations, we had a net loss of $558 thousand, or $0.03 per diluted share, in the third quarter of 2017 compared with net income of $534 thousand, or $0.04 per diluted share, in the third quarter of 2016.

Discontinued operations reflected a loss of $163 thousand, or $0.01 per diluted share, in the first nine months of 2017 compared with income of $13 thousand, or $0.00 per diluted share, in the same period in 2016. Including discontinued operations, we had a net loss of $59 thousand, or $0.01 per diluted share, in the first nine months of 2017 compared with a net loss of $2.6 million, or $0.16 per diluted share, in the first nine months of 2016.

Table of Contents 23

Interest Expense

Interest expense increased $285 thousand in the second quarter of 2018 compared with the second quarter of 2017 principally a result of higher interest rates and higher levels of debt in 2018.

Interest expense increased $457 thousand in the first six months of 2018 compared with the first six months of 2017.

Income Tax Provision (Benefit)

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. While we have substantially completed our 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, the charge related to the Tax Act may differ, possibly materially, due to, among other things, further refinement of our calculations, changes in interpretations and assumptions that we have made or additional guidance that may be issued related to the Tax Act. Pursuant to Staff Accounting Bulletin No. 118, we will complete our analysis over a one-year measurement period from the enactment date, and any adjustments during this measurement period will be included in income from continuing operations as an adjustment to income tax expense in the reporting period when such adjustments are determined.

The benefit rate applied to the pretax loss for the first six months of 2018 was 3.8% compared to the tax rate of 38.6% applied to the pretax income in the first six months of 2017. During the fourth quarter of 2017, we recorded a full valuation allowance against the deferred tax assets resulting in only refundable credits and a small of amount of state taxes being recognized in the tax benefit for the first six months of 2018.

Net Income (Loss)

Continuing operations reflected a loss of $2.0 million, or $0.13 per diluted share, in the second quarter of 2018 compared with a profit of $1.2 million, or $0.08 per diluted share, in the same period in 2017. Discontinued operations reflected an income of $157 thousand, or $0.01 per diluted share, in the second quarter of 2018 compared with a loss of $123 thousand, or $0.01 per diluted share, in the same period in 2017. Including discontinued operations, we had net loss of $1.8 million, or $0.12 per diluted share, in the second quarter of 2018 compared with a net profit of $1.1 million, or $0.07 per diluted share, in the second quarter of 2017.

Continuing operations for the first six months of 2018 reflected a loss of $4.9 million, or $0.31 per diluted share. This compares to income from continuing operations of $650 thousand, or $0.04 per diluted share, in the first six months of 2017. Discontinued operations reflected an income of $135 thousand, or $0.01 per diluted share, for the first six months of 2018 compared with a loss of $152 thousand, or $0.01 per diluted share, in the first six months of 2017. Including discontinued operations, the net loss for the first six months of 2018 was $4.7 million, or $0.30 per diluted share, compared to a net income during the first six months of 2017 in the amount of $498 thousand, or $0.03 per diluted share.

LIQUIDITY AND CAPITAL RESOURCES

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, cash used in operations was ~~$19.0~~$5.2 million. Accounts receivable increased ~~$7.2~~$3.0 million and inventories increased ~~$25.6~~$8.7 million which was offset by an increase in accounts payable and accrued expenses of ~~$3.5~~$6.5 million. The increase in accounts receivable was due to the ~~higher~~second quarter 2018 sales ~~volumes during the first nine months of 2017.~~mix being more concentrated in our residential business which generally has more favorable selling terms. We increased inventories and accounts payable to build inventories to ~~more seasonal levels and to stock initial luxury vinyl flooring inventories and yarn inventories at our new Porterville yarn plant.~~prepare for the summer selling season.

Capital asset acquisitions for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were ~~$12.2 million; $11.7 million of cash used in investing activities and $546 thousand of equipment acquired under capital leases, a note payable and accrued purchases.~~$1.4 million. Depreciation and amortization for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 were ~~$9.6~~$6.3 million. We ~~increased our~~expect capital expenditures to be approximately ~~$13.7~~$6.0 million in ~~2017 after the decision to include the purchase of certain equipment in July 2017 from Royalty Carpet Mills after they ceased operations. Depreciation~~2018 while depreciation and amortization is expected to be approximately ~~$13.1~~$13.0 million. Planned capital expenditures in ~~2017~~2018 are primarily for ~~machinery and~~new equipment.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, cash provided by financing activities was ~~$30.7~~$6.6 million. We had net borrowings on our revolving credit facility and notes payable of ~~$33.3 million and $4.7 million of borrowings under notes payable.~~$10.4 million. These proceeds were offset by payments on other debt obligations of ~~$8.4~~$5.6 million. The cash provided by financing was used to fund the operations during the ~~first nine months of 2017.~~quarter.

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. As of ~~September~~June 30, ~~2017,~~2018, the unused borrowing availability under our revolving credit facility was ~~$27.5~~$26.8 million. Our revolving credit facility requires us to maintain a fixed charge coverage ratio of 1.1 to 1.0 during any period that borrowing availability is less than $16.5 million. As of the date hereof, our fixed charge coverage ratio was less than 1.1 to 1.0, accordingly the unused availability accessible by us was ~~$11.0~~$10.3 million (the amount above $16.5 million) at ~~September~~June 30, ~~2017.~~2018. Significant additional cash expenditures above our normal liquidity requirements or significant deterioration in economic conditions 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.

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Contractual Obligations

The following table summarizes our future minimum payments under contractual obligations as of ~~September~~June 30, ~~2017.~~2018.


	Payments Due By Period													Payments Due By Period
	(dollars in millions)													(dollars in millions)
	2017		2018		2019		2020		2021		Thereafter		Total	2018		2019		2020		2021		2022		Thereafter			Total
Debt	$	1.3	$	5.5	$	2.8	$	1.9	$	105.6	$	9.8	126.9	$	2.1	$	2.8	$	1.9	$	107.9	$	1.0	$	8.8		124.5
Interest - debt (1)	1.3		5.1		4.9		4.9		3.7		1.1		21.0	3.9		5.1		5.0		3.8		0.4		0.7			18.9
Capital leases	1.0		3.7		2.7		2.4		1.8		0.8		12.4	2.4		3.9		3.8		3.1		0.9		0.2			14.3
Interest - capital leases	0.2		0.5		0.4		0.2		0.1		—		1.4	0.4		0.6		0.4		0.2		—		—		—	1.6
Operating leases	0.9		3.4		2.4		1.9		1.6		4.6		14.8	1.9		2.9		2.4		1.9		1.5		3.5			14.1
Purchase commitments	1.9		0.4		—		—		—		—		2.3	2.2		—		—		—		—		—			2.2
Totals	6.6		18.6		13.2		11.3		112.8		16.3		178.8	12.9		15.3		13.5		116.9		3.8		13.2			175.6

(1) Interest rates used for variable rate debt were those in effect at ~~September~~June 30, ~~2017.~~2018.

Changes to Critical Accounting Policies

Our critical accounting policies were outlined in Management's Discussion and Analysis of Results of Operations and Financial Condition in our ~~2016~~2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission. ~~There have been no significant changes to those critical accounting policies subsequent~~During the first quarter ended March 31, 2018, we adopted the provisions of ASC 606, “Revenue from Contracts with Customers”. See Note 2, Recent Accounting Pronouncements and Note 3, Revenue, in the notes to the ~~date~~Consolidated Condensed Financial Statements, related to the impact of ~~that report.~~the adoption on our financial statements and accounting policies.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in Note 2 to the Consolidated Condensed Financial Statements.

~~Table of Contents~~24

Item 3. 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 1112 to the Consolidated Condensed Financial Statements).

At ~~September~~June 30, ~~2017, $53,884,~~2018, $56,142, or approximately ~~39%~~41% 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 after-tax impact of approximately ~~$331.~~$415.

Item 4. 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 ~~September~~June 30, ~~2017,~~2018, the date of the financial statements included in this Form 10-Q (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.

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

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures, as well as diverse interpretation of U. S. generally accepted accounting 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

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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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We have been sued, together with the 3M Company and approximately 30 other carpet manufacturers, by the Gadsden (Alabama) Water Works in the circuit court of Etowah County Alabama [The Water Works and Sewer Board of the City of Gadsden v. 3M Company, et al, civil action No. 31-CV-2016-900676.00] and by the Town of Centre (Alabama) Water Works in the circuit court of Cherokee County Alabama [The Water Works and Sewer Board of the Town of Centre v. 3M Company, et al, civil action No. 13-CV-2017-900049.00]. Both cases seek monetary damages and injunctive relief related to the use of certain chemical compounds in the manufacture and finishing of carpet products “in and around Dalton Georgia.” On motion of the defendants, the cases were removed to the U.S. District Court for the Northern District of Alabama (Middle Division) Case No. 4:16-CV-01755-SGC and Case No. 4:17-CV-01026-KOB. Subsequently, the Gadsden Water Works filed a motion to have the case remanded back to the state court and such motion has been granted. The lawsuits allege that perflourinated compounds (“PFC”), perflourinated acid (“PFOA”) and perfluorooctane sulfonate (“PFOS”) manufactured by 3M were used in certain finishing and treatment processes by the defendants and, as a consequence of such use, were subsequently either discharged into or leached into the water systems around Dalton, Georgia. The Complaints seeks damages that exceed $10,000, but are otherwise unspecified in amount in addition to injunctive relief and punitive damages. We intend to defend the matters vigorously and are unable to estimate our potential exposure to loss, if any, at this time.

As of June 25, 2018, the Company and the Class Representative, as a result of court ordered mediation, have agreed to a Memorandum of Understanding regarding settlement of the class action litigation styled Carlos Garcia v. Fabrica International, Inc. et al Orange County Superior Court Case No. 30-2017-00949461-CU-OE-CXC. The parties have agreed during the quarter to file a motion for approval of a memorandum of understanding with the court in which the case is pending, and to finalize a definitive settlement agreement subject to court approval. The required court approval of the settlement is expected to occur within the next quarter. During the quarter ended June 30, 2018, the Company has recorded costs of approximately $1.5 million to reflect our estimate of the costs related to such issues.

We are one of multiple parties to ~~two lawsuits~~a current lawsuit filed in Madison County Illinois styled Danny Atkins and Pamela Atkins, Pltfs., vs. Aurora Pump Company, et al. No. 18-L-2. The lawsuit entails a claim for damages to be determined in excess of $50,000 filed on behalf of a former employee that alleges that the deceased contracted mesothelioma as a result of exposure to asbestos while employed by us. Discovery in the matter is ongoing. We have denied liability, are defending the matters vigorously and are unable to estimate our potential exposure to loss, if any, at this time. In March of 2018, a similar lawsuit styled Charles Anderson, Pltf., vs. 3M Company, et al, No. 17-L-525 was dismissed. In May of 2018, the lawsuit 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 and styled Charles Anderson, Pltf., vs. 3M Company, et al, No. 17-L-525. Both lawsuits entail a claim for damages to be determined in excess of $50,000 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 exposure to asbestos while employed by the Company. Discovery in each matter is ongoing, and a tentative trial date has been set for one of the cases. We have denied liability, are defending 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/

~~Table of Contents~~25

~~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.

On April 24th, 2018, subsequent to the end of the first quarter, a law firm claiming to represent one of our shareholders owning 50 shares, sent a request for information concerning our equity incentive plans, and equity awards granted under those plans to our chairman and to our chief operating officer, alleging that the law firm is investigating “possible breaches of fiduciary duty” in approving such plans and such awards. All such equity plans were approved by shareholders, and all such awards were made in accordance with the applicable terms of the plans. We have responded to the request in accordance with applicable law. No claim or suit has been filed.

Item 1A. Risk 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.

The floorcovering industry is sensitive to changes in general economic conditions and a decline in residential or commercial construction activity or corporate 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

Table of Contents26

or prolonged decline in spending for remodeling and replacement activities could have a material adverse effect on our business and results of operations.

The floorcovering industry is highly dependent on construction activity, including new construction, which is cyclical in nature. 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 construction 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 additional downturns that could cause the industry to deteriorate in the foreseeable future. A significant or prolonged decline in residential or commercial construction 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 certain retail and mass merchant channels of distribution. A significant reduction of sales through such channels could adversely affect our business.

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 materially adversely affect 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.

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, market 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.

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, stylistic changes in the market, and the accelerated growth of hard surface alternatives have resulted in decreased market demand for ~~our~~ soft floorcovering products and in the industry has seen a 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.

~~Table~~We have significant levels of ~~Contents~~26sales in certain channels of distribution and reduction in sales through these channels could adversely affect our business.

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 of our products may make it hard for us to quickly respond to changes in consumer demands. Our new 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 materially adversely affect our business, results of operations and financial condition.

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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-party suppliers of nylon yarn could have a material adverse effect on us.

Nylon yarn is the principal raw material used in our floorcovering products. A significant portion of such yarn is purchased from one supplier. Our yarn supplier is one of the leading fiber suppliers within the industry and is the exclusive supplier of certain innovative branded fiber technology upon which we rely. We believe our offerings of this innovative fiber technology contribute materially to the competitiveness of our products. While we believe there are other sources of nylon yarns, an unanticipated termination or interruption of our current supply of branded nylon yarn could have a material adverse effect on our ability to supply our product 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. 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 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, intrusions and malware or otherwise, could disrupt our normal operations. There can be no assurance that we can effectively carry out our disaster recovery plan to handle the 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.

~~We may experience certain risks associated with internal expansion, acquisitions, joint ventures~~The long-term performance of our business relies on our ability to attract, develop and ~~strategic investments.~~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 ~~have recently embarked on several strategic~~compete with other floorcovering companies for these employees and ~~tactical initiatives, including aggressive internal expansion, acquisitions~~invest resources in recruiting, developing, motivating and ~~investment in new products,~~retaining them. The failure to ~~strengthen our future~~attract, develop, motivate and ~~to enable us to return to sustained growth and profitability. Growth through expansion and acquisition involves risks, many of which may continue to~~retain key employees could negatively 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

~~Table of Contents~~27

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~~

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 ~~integration occurs~~enacted, or if expanded, or imposed for a significant period of time, would materially interfere with our ability to successfully ~~failure of the expansion or acquisition to achieve levels of anticipated sales growth, profitability or productivity, or otherwise perform as expected, may~~enter into these product categories and could have a material adverse effect ~~on our business, financial condition~~upon the company's cost of goods 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

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incur material expenditures to comply with new or existing regulations, including fines and penalties and increased costs of ~~its~~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, in California producer responsibility regulations regarding end-of-life disposal ~~could impose~~have imposed additional ~~cost~~costs and complexity to our ~~business.~~business and could result in lower sales or decreased profitability of those products sold in that state.

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, environmental 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.

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

We have recently embarked on several strategic and tactical initiatives, including aggressive internal expansion, acquisitions and investment in new products, to strengthen our future and to enable us to return to sustained growth and 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.

Our business operations could suffer significant losses from natural disasters, 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.

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

Repurchases of Common Stock

The following table provides information regarding our repurchases of ~~shares of~~ our Common Stock Shares during the three months ended ~~September~~June 30, ~~2017:~~2018:

Month Ending Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
August 5, 2017 —
$ —
—

September 2, 2017 —
—
—

September 30, 2017 —
—
—

Three Months Ended September 30, 2017 —
$ —
—
$ 2,228,266



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
May 5, 2018	400	$	2.95	400
June 2, 2018	100	2.70		100
June 30, 2018	—	—		—
Three Months Ended June 30, 2018	500	$	2.90	500	$	2,170,597

~~(1) During the three months ended September 30, 2017, no shares were repurchased under the plan.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits


(a.)	Exhibits

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


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


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


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


10.1	Memorandum of Understanding, Carlos Garcia v. Fabrica International, Inc., et al. (Filed herewith)


101.INS	XBRL Instance Document


101.SCH	XBRL Taxonomy Extension Schema Document


101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document


101.DEF	XBRL Taxonomy Extension Definition Linkbase Document


101.LAB	XBRL Taxonomy Extension Label Linkbase Document


101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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



		THE DIXIE GROUP, INC.
		(Registrant)

Date: ~~November 9, 2017~~August 2, 2018		By: /s/ JON A. FAULKNER
		Jon A. Faulkner Vice President and Chief Financial Officer

Table of Contents 3031



Month Ending	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or approximate dollar value) of Shares That May Yet Be Purchased Under Plans or Programs
August 5, 2017	—	$	—	—
September 2, 2017	—	—		—
September 30, 2017	—	—		—
Three Months Ended September 30, 2017	—	$	—	—	$	2,228,266