FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 1, 1995
Commission File Number 0-2585
DIXIE YARNS, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0183370
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 South Watkins Street
Chattanooga, Tennessee 37404
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 698-2501
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding as of August 1, 1995
Common Stock, $3 Par Value 10,464,119 shares
Class B Common Stock, $3 Par Value 735,228 shares
Class C Common Stock, $3 Par Value 0 shares
DIXIE YARNS, INC 2
INDEX
Part I. Financial Information: Page No.
Consolidated Condensed Balance Sheets --
July 1, 1995 and December 31, 1994 3
Consolidated Statements of Income --
Three Months Ended July 1, 1995
and July 2, 1994 5
Consolidated Statements of Income (Loss) --
Six Months Ended July 1, 1995
and July 2, 1994 6
Consolidated Condensed Statements of Cash Flows --
Six Months Ended July 1, 1995
and July 2, 1994 7
Notes to Consolidated Condensed Financial Statements 9
Management's Discussion and Analysis of Results of
Operations and Financial Condition 11
Part II. Other Information:
Item 4 - Submission of Matters to a Vote of Security Holders 13
Item 6 - Exhibits and Reports on Form 8-K 13
PART I - ITEM 1 3
FINANCIAL INFORMATION
DIXIE YARNS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
July 1, December 31,
1995 1994
____________ ____________
(dollar amounts in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,543 $ 1,904
Accounts receivable (less allowance for
doubtful accounts of $3,392 in 1995
and $3,617 in 1994) 36,401 28,918
Inventories 114,236 109,964
Other 9,024 11,939
____________ ____________
TOTAL CURRENT ASSETS 161,204 152,725
PROPERTY, PLANT AND EQUIPMENT 498,439 480,920
Less accumulated amortization and
depreciation 232,971 215,406
____________ ____________
NET PROPERTY, PLANT AND EQUIPMENT 265,468 265,514
INTANGIBLE ASSETS (less accumulated
amortization of $11,643 in 1995
and $10,659 in 1994) 63,747 63,620
OTHER ASSETS 6,550 6,461
____________ ____________
TOTAL ASSETS $ 496,969 $ 488,320
____________ ____________
____________ ____________
See Notes to Consolidated Condensed Financial Statements.
DIXIE YARNS, INC. 4
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
July 1, December 31,
1995 1994
____________ ___________
(dollar amounts in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 31,429 $ 33,055
Accrued expenses 24,672 30,148
Current portion of long-term debt 439 584
____________ ____________
TOTAL CURRENT LIABILITIES 56,540 63,787
LONG-TERM DEBT
Senior indebtedness 99,758 87,025
Subordinated notes 50,000 50,000
Convertible subordinated debentures 44,782 44,782
____________ ____________
TOTAL LONG-TERM DEBT 194,540 181,807
OTHER LIABILITIES 12,519 11,676
DEFERRED INCOME TAXES 43,393 42,364
COMMON STOCK, SUBJECT TO PUT OPTION -
1,029,446 shares in 1995 and 1994 18,178 18,178
STOCKHOLDERS' EQUITY
Common Stock - issued and outstanding,
including shares in treasury,
13,857,642 shares in 1995 and 1994 41,573 41,573
Class B Common Stock - issued and
outstanding, 735,228 shares in 1995
and 1994 2,206 2,206
Additional paid-in capital 131,710 131,710
Retained earnings 55,940 54,626
Minimum pension liability adjustment (4,330) (4,330)
____________ ____________
227,099 225,785
Less Common Stock in treasury at cost -
3,379,323 shares in 1995 and
3,375,990 shares in 1994 55,300 55,277
____________ ____________
TOTAL STOCKHOLDERS' EQUITY 171,799 170,508
____________ ____________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 496,969 $ 488,320
____________ ____________
____________ ____________
See Notes to Consolidated Condensed Financial Statements.
DIXIE YARNS, INC. 5
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
_________________________________
July 1, July 2,
1995 1994
______________ ______________
(dollar amounts in thousands,
except per share data)
Net sales $ 177,809 $ 176,843
Cost of sales 151,637 150,759
____________ ____________
GROSS PROFIT 26,172 26,084
Selling, general and
administrative expenses 20,799 20,586
Other income (expense) - net (69) (1,335)
____________ ____________
INCOME BEFORE INTEREST AND TAXES 5,304 4,163
Interest expense 4,186 3,538
____________ ____________
INCOME BEFORE INCOME TAXES 1,118 625
Income tax provision 687 506
____________ ____________
NET INCOME $ 431 $ 119
____________ ____________
____________ ____________
Per common and common
equivalent share:
Net income $ 0.03 $ 0.01
Cash dividends declared:
Common stock $ 0.00 $ 0.05
Class B common stock $ 0.00 $ 0.05
See Notes to Consolidated Condensed Financial Statements
DIXIE YARNS, INC. 6
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
Six Months Ended
_________________________________
July 1, July 2,
1995 1994
______________ ______________
(dollar amounts in thousands,
except per share data)
Net sales $ 359,455 $ 340,234
Cost of sales 304,731 295,987
____________ ____________
GROSS PROFIT 54,724 44,247
Selling, general and
administrative expenses 42,601 41,099
Other income (expense) - net (1,022) (2,502)
____________ ____________
INCOME BEFORE INTEREST AND TAXES 11,101 646
Interest expense 8,112 6,759
____________ ____________
INCOME (LOSS) BEFORE INCOME TAXES 2,989 (6,113)
Income tax provision (benefit) 1,675 (1,889)
____________ ____________
NET INCOME (LOSS) $ 1,314 $ (4,224)
____________ ____________
____________ ____________
Per common and common
equivalent share:
Net income (loss) $ 0.09 $ (0.32)
Cash dividends declared:
Common stock $ 0.00 $ 0.10
Class B common stock $ 0.00 $ 0.10
See Notes to Consolidated Condensed Financial Statements.
DIXIE YARNS, INC. 7
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
___________________________
July 1, July 2,
1995 1994
____________ ____________
(dollar amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,314 $ (4,224)
Depreciation and amortization 18,804 18,472
Provision for deferred
income taxes 594 772
Loss on property, plant and equipment 938 37
____________ ____________
21,650 15,057
Changes in operating assets and
liabilities, net of effects
of business combination (16,109) (17,108)
____________ ____________
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 5,541 (2,051)
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of
property, plant and equipment 318 -0-
Purchase of property, plant and
equipment (18,786) (18,803)
Cash payments in connection with
business combination -0- (324)
____________ ____________
NET CASH USED IN INVESTING ACTIVITIES (18,468) (19,127)
See Notes to Consolidated Condensed Financial Statements.
DIXIE YARNS, INC. 8
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - CONTINUED
(UNAUDITED)
Six Months Ended
___________________________
July 1, July 2,
1995 1994
____________ ____________
(dollar amounts in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in credit
line borrowings 12,952 20,770
Dividends paid -0- (1,225)
Capital stock acquired (23) (174)
Other (363) (289)
____________ ____________
NET CASH PROVIDED BY
FINANCING ACTIVITIES 12,566 19,082
DECREASE IN CASH AND CASH EQUIVALENTS (361) (2,096)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 1,904 4,047
____________ ____________
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,543 $ 1,951
____________ ____________
____________ ____________
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 7,505 $ 5,646
____________ ____________
____________ ____________
Income taxes paid, net of
refunds received $ (1,324) $ 1,300
____________ ____________
____________ ____________
See Notes to Consolidated Condensed Financial Statements.
DIXIE YARNS, INC. 9
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial statements which do not include all of the
information and footnotes required in annual financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended July 1, 1995 are not
necessarily indicative of the results that may be expected for the entire
year.
NOTE B - RECLASSIFICATIONS
Net sales, selling, general and administrative expenses and corporate
expenses for 1994 have been reclassified to conform with the 1995
presentation.
NOTE C - INVENTORIES
Inventories are summarized as follows:
July 1, December 31,
1995 1994
____________ ____________
(dollar amounts in thousands)
At current cost
Raw materials $ 30,326 $ 28,458
Work-in-process 24,508 28,091
Finished goods 72,194 64,401
Supplies, repair parts
and other 7,830 7,858
____________ ____________
134,858 128,808
Excess of current cost
over LIFO value (20,622) (18,844)
____________ ____________
$ 114,236 $ 109,964
____________ ____________
____________ ____________
NOTE D - DEBT AND CREDIT ARRANGEMENTS 10
The Company's revolving credit facility, which was renewed in the first
quarter of 1995, provides for aggregate borrowings of up to $125.0 million
in addition to the availability of a $10.0 million term-loan facility which
was utilized to fund the stock repurchase subsequent to the end of the
second quarter (see Note E.) At July 1, 1995, the available combined
unused borrowing capacity under revolving credit agreements and term-loan
facilities was approximately $41.2 million.
NOTE E - COMMON STOCK, SUBJECT TO PUT OPTION
On July 10, 1995, 1,029,446 shares of common stock issued in connection
with the Company's 1993 acquisition of Masland Carpets, Inc. were
repurchased for $18.3 million, pursuant to the exercise of the holders' put
option. The repurchase was funded under the company's revolving credit and
term-loan facilities.
NOTE F - STOCK PLANS
On May 4, 1995 the Board of Directors acted, effective as of such date, to
reprice outstanding options granted prior to 1995 under the Company's 1990
Incentive Stock Plan. Options to purchase 516,000 shares of the Company's
Common Stock, originally granted at prices ranging from $10.25 to $14.00
per share, were amended to provide for a revised exercise price of $8.00
per share, which was above the market price of $6.25 per share on the
effective date of the amendment. The expiration date of the repriced
options was also amended to provide for a new 10 year term commencing on
May 4, 1995, under which the options become exercisable at a cumulative
rate of 25% per year beginning on May 4, 1997.
NOTE G - OTHER INCOME (EXPENSE) - NET
Other income (expense) - net for the quarter and six months ended July 1,
1995 included a pre-tax gain of $2.9 million from business interruption
insurance proceeds and a pre-tax charge of $1.8 million related to costs
associated with consolidation of the Company's synthetic yarn manufacturing
facilities.
NOTE H - SUBSEQUENT EVENTS
The Company has entered into an agreement, subject to certain conditions,
to sell its Newton, North Carolina open-end cotton yarn spinning facility
to Beacon Manufacturing Company, a wholly owned subsidiary of Pillowtex
Corporation, for approximately $6.0 million with a planned closing date in
early October. At the buyer's option, consideration may be in the form of
a promissory note due in early February, 1996 or the note may be reduced
for an amount commensurate with the time value of money if settled earlier.
It is anticipated that proceeds from the sale will be utilized to reduce
borrowings under the Company's revolving credit arrangements. The sale,
which will result in an after-tax, non-cash loss of approximately $5.0
million, is part of the Company's strategic plan to dispose of certain
assets which do not meet the Company's performance objectives.
PART I - ITEM 2 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following is presented to update the discussion of results of
operations and financial condition included in the Company's 1994 Annual
Report.
RESULTS OF OPERATIONS
Net sales for the quarter ended July 1, 1995 were $177.8 million compared
to $176.8 million in the second quarter of 1994. Net income was $.4
million, or $.03 per share, compared to $.1 million, or $.01 per share, for
the comparable period in 1994. Net income for the quarter and six months
ended July 1, 1995 included a pre-tax gain of $2.9 million from business
interruption insurance proceeds and a pre-tax charge of $1.8 million
related to costs associated with consolidation of the Company's synthetic
yarn manufacturing facilities and are classified in "Other income (expense)
- net" on the Company's financial statements.
Net sales for the six months ended July 1, 1995 were $359.5 million, an
increase of 5.6%, from the comparable period in 1994. Net income was $1.3
million, or $.09 per share, for the first six months of 1994 compared to a
loss of $4.2 million, or $.32 per share, in the first six months of 1994.
Interest expense increased $.6 million and $1.4 million in the quarter and
six months ended July 1, 1995, respectively, compared to the second quarter
and first six months of 1994. The increase is attributable to the general
increase in interest rates.
The following table sets forth selected operating data (in millions of
dollars) related to the two business segments of the Company. Operating
profit or loss for each segment excludes general corporate overhead,
certain items classified as other income (expense), interest expense, and
income taxes.
Quarter Ended Six Months Ended
July 1, July 2, July 1, July 2,
1995 1994 1995 1994
Sales - Textile products $ 86.4 $ 87.1 $174.8 $168.6
- Floorcovering 92.3 90.6 186.5 173.2
- Intersegment elimination (0.9) (0.9) (1.8) (1.6)
Total sales $177.8 $176.8 $359.5 $340.2
Operating profit/(loss)
- Textile products $ (1.3) $ (2.0) $ (0.5) $ (9.1)
- Floorcovering 8.0 7.4 14.4 12.2
Total operating profit/(loss) $ 6.7 $ 5.4 $ 13.9 $ 3.1
Operating results for the Company's textile products business included a
charge of $1.8 million in the quarter and six months ended July 1, 1995
related to the consolidation of the Company's synthetic yarn manufacturing
facilities. Including the charge, operating results improved $.7 million
and $8.6 million for the quarter and six months ended July 1, 1995 compared
to the comparable periods in 1994. The improvement in results is primarily
a result of manufacturing and administrative costs reductions. These
improvements more than offset higher cotton and other raw materials costs
12
in 1995 compared to 1994. Net sales were basically flat in the quarter-to-
quarter comparison for 1995 and 1994 and reflect an increase of $6.2
million, or 3.6%, in the first six months of 1995 compared to 1994.
Floorcovering operating profits of $8.0 million and $14.4 million for the
quarter and six months ended July 1, 1995 included a gain of $2.9 million
from business interruption insurance proceeds. Excluding the insurance
gain, operating earnings declined $2.3 million and $.7 million,
respectively, for the second quarter and first six months of 1995, compared
with 1994 periods. Although sales were up 1.8% and 7.7% in the quarter and
six months of 1995, respectively, compared to the second quarter and first
six months of 1994, the earnings decline reflected increased pressure on
margins and a higher level of selling, general and administrative costs as
demand weakened in the second quarter of 1995 from the high growth levels
previously experienced.
Demand is presently weak in many of the Company's markets and operating
earnings are not expected to improve significantly unless demand for
textile and floorcovering products improve. The Company is continuing
efforts to further reduce costs and dispose of certain assets that do not
meet the Company's performance objectives.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ending July 1, 1995, $5.5 million were generated by
operating activities and were supplemented by increased borrowings of $13.0
million under the Company's revolving credit agreements and were used
primarily to fund expenditures for property, plant and equipment.
On July 10, 1995, 1,029,446 shares of common stock issued in connection
with the Company's 1993 acquisition of Masland Carpets, Inc. were
repurchased for $18.3 million, pursuant to the exercise of the holders' put
option. The Company's revolving credit and term-loan agreement, which had
been renewed for an additional five years in March, 1995, was amended at
that time to provide for an additional $10.0 million term-loan availability
which was utilized in funding the stock repurchase.
At July 1, 1995, the available combined unused borrowing capacity under
revolving credit and term-loan, agreements was $41.2 million.
On August 11, 1995, the Company entered into an agreement, subject to
certain conditions, to sell its Newton, North Carolina open-end cotton yarn
spinning facility to Beacon Manufacturing Company, a wholly owned
subsidiary of Pillowtex Corporation, for approximately $6.0 million with a
planned closing date in early October. At the buyer's option,
consideration may be in the form of a promissory note due in early
February, 1996 or the note may be reduced for an amount commensurate with
the time value of money if settled earlier. It is anticipated that
proceeds from the sale will be utilized to reduce borrowings under the
Company's revolving credit arrangements. The sale, which will result in an
after-tax, non-cash loss of approximately $5.0 million, is part of the
Company's strategic plan to dispose of certain assets which do not meet the
Company's performance objectives. As a result of this transaction, the
Company expects ongoing operating results to improve and anticipates a
reduction in future capital expenditure requirements.
PART II. OTHER INFORMATION 13
Item 4 - Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders was held on May 4, 1995.
(c) The meeting was held to consider and vote upon the election of
Directors for the following year. All Directors were elected with
the results of the vote for each Director summarized as follows:
FOR AGAINST ABSTAIN TOTAL
Paul K. Brock 23,703,365 36,795 238,977 23,979,137
Lovic A. Brooks, Jr. 23,538,215 201,945 238,977 23,979,137
Daniel K. Frierson 23,701,820 38,340 238,977 23,979,137
Paul K. Frierson 23,702,025 38,135 238,977 23,979,137
J. Frank Harrison, Jr. 23,704,465 35,695 238,977 23,979,137
James H. Martin, Jr. 23,701,715 38,445 238,977 23,979,137
Peter L. Smith 23,703,940 36,220 238,977 23,979,137
Joseph T. Spence, Jr. 23,702,275 37,885 238,977 23,979,137
Robert J. Sudderth, Jr. 23,703,060 37,100 238,977 23,979,137
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
(i) Exhibits Incorporated by Reference
None.
(ii) Exhibits Filed with this Report
(10a) Form of Nonqualified Stock Option Agreement Under the
Dixie Yarns, Inc. Incentive Stock Plan.
(10b) Form of Amendment to Nonqualified Stock Option Agreement
Under the Dixie Yarns, Inc. Incentive Stock Plan.
(11) Statement re: Computation of Earnings Per Share.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the registrant
during the three month period ended July 1, 1995.
14
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.
DIXIE YARNS, INC.
__________________________
(Registrant)
August 14, 1995
____________________
(Date)
/s/GLENN M. GRANDIN
__________________________
Glenn M. Grandin
Senior Vice President and
Chief Financial Officer
QUARTERLY REPORT ON FORM 10-Q 15
ITEM 6(a)
EXHIBITS
QUARTER ENDED JULY 1, 1995
DIXIE YARNS, INC.
CHATTANOOGA, TENNESSEE
Exhibit Index
EXHIBIT
NO. EXHIBIT DESCRIPTION INCORPORATION BY REFERENCE
(10a) Form of Nonqualified Stock Filed herewith.
Option Agreement Under
the Dixie Yarns, Inc.
Incentive Stock Plan.
(10b) Form of Amendment to Filed herewith.
Nonqualified Stock
Option Agreement Under
the Dixie Yarns, Inc.
Incentive Stock Plan.
(11) Statement re: Computation Filed herewith.
of Earnings Per Share.
NONQUALIFIED STOCK OPTION AGREEMENT
Under the Dixie Yarns, Inc. Incentive Stock Plan
THIS OPTION AGREEMENT dated as of _________________,
between Dixie Yarns, Inc. a Tennessee corporation
(hereinafter the "Company"), and ________________ , a key
employee of the Company or of an Affiliate corporation of the
Company (hereinafter the "Employee") which Employee was
selected by the Compensation Committee of the Board of
Directors of the Company (hereinafter the "Committee").
WHEREAS, the Company desires to grant Employee an option
as hereinafter described pursuant to the Incentive Stock Plan
(a copy of which is attached hereto) of Dixie Yarns, Inc. and
its Affiliates (hereinafter the "Plan"); and
WHEREAS, Employee desires to accept such option.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. SHARES SUBJECT TO OPTION. Effective _________________
the Company irrevocably grants to the Employee, not in lieu
of salary or any other compensation for services, the option
to purchase all or any part of an aggregate of ( ______ )
shares of Common Stock, three dollars ($3.00) par value, of
the Company (hereinafter "Common Stock") upon the terms and
conditions herein set forth (hereinafter the "Option").
2. EXERCISE PRICE. The purchase price of the shares
of Common Stock subject to the Option shall be $ ____ per
share (an amount equal to the fair market value thereof).
3. TIME AND MANNER OF EXERCISE. Subject to the
provisions of Paragraphs 4, 5, 6, 7, and 14 hereof, the
Option shall become exercisable as to the percentage of the
aggregate number of shares covered by the Option on and after
each of the following dates during the term of the Option as
follows:
25 percent on or after _________________ .
50 percent on or after _________________ .
75 percent on or after _________________ .
100 percent on or after _________________ .
The Option shall be exercisable in whole at any time, or
in part from time to time, during the term of the Option as
to all or any of the shares then exercisable under the
Option, but not as to less than 100 shares (or the remaining
shares then covered by the Option if less than 100 shares) at
any one time. The term of the Option shall be ten (10) years
from the date hereof or such shorter period as is prescribed
in Paragraphs 4, 5, 6, and 7 hereof, at which time the Option
shall automatically expire.
Except as provided in Paragraphs 4, 5, 6, and 7 hereof,
the Option shall not be exercisable unless the Employee
shall, at the time of exercise, be an employee of the Company
or of an Affiliate corporation of the Company. The holder of
-2-
the Option shall have none of the rights of a stockholder
with respect to the shares of Common Stock subject to the
Option until such shares have been issued to him upon the
exercise of the Option. Unless otherwise provided herein,
no adjustments shall be made for dividends or other rights
for which the record date is prior to the date the Option is
exercised.
4. ANTI-ASSIGNMENT PROVISION. Except as may be
approved by the Committee where such approval will not
adversely affect compliance of the Plan with Rule 16b-3
under the Securities and Exchange Act of 1934, as amended,
the Option shall not be transferable by the Employee
otherwise than by will or the laws of descent and
distribution, and the Option is exercisable, during his
lifetime, only by him. More particularly (but without
limiting the generality of the foregoing), the Option may
not be assigned, transferred (except as aforesaid), pledged,
hypothecated or encumbered in whole or in part either
directly or by operation of law or otherwise (except in the
event of an Employee's death) including but not by way of
limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner. In the event of any
unapproved attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to
the provisions hereof, or the levy of any attachment or
similar process upon the Option, the Option shall
-3-
automatically become null and void. Any transfer of an
Option approved by the Committee shall cause the transferee
to be treated as the "Employee" for all purposes of the Plan
unless the Committee directs otherwise.
5. TERMINATION OF EMPLOYMENT. In the event that the
employment of the Employee shall be terminated (otherwise
than by reason of death, retirement or disability), the
Option shall cease to be exercisable on the date of such
termination of employment. The Option shall not be affected
by any change of employment so long as Employee continues in
the employ of the Company or of an Affiliate corporation of
the Company or is in Committee approved employment pursuant
to Paragraph 13.
6. DEATH OF EMPLOYEE. Subject to Paragraph 14 hereof,
if the Employee dies while holding an Option which has not
expired and has not been fully exercised, the Option may be
exercised by the Employee's designated beneficiary to the
extent the Option was exercisable immediately prior to the
Employee's death or to the extent the Option would have been
exercisable in the year immediately following the Employee's
death had Employee survived. If there is no designated
beneficiary, then such right of exercise shall be by the
legal representatives of the Employee's estate. Such
exercise may take place at any time within one year after the
date of the Employee's death (but in no event after the date
the option has expired).
-4-
7. TERMINATION DUE TO DISABILITY OR RETIREMENT. In
the event that the employment of Employee terminates due to
disability or retirement, the Option may be exercised to the
extent exercisable at the termination of Employee's
employment by Employee at any time within three years after
such termination, subject to Paragraphs 6 and 14 hereof, but
in no event after the date the Option has expired.
8. ADJUSTMENT OF COMMON STOCK. In the event that
prior to the delivery by the Company of all the stocks
subject to the Option, there is any change in the outstanding
Common Stock (and stock of any other class into which such
shares may thereafter be changed) of the Company by reason of
any stock split, stock dividend, split-up, split-off, spin-
off, recapitalization, merger, consolidation, rights
offering, reorganization, combination or exchange of shares,
a sale by the Company of all or part of its assets, a change
in control, any distribution to shareholders other than a
normal cash dividend, or other extraordinary or unusual
event, if the Committee shall determine that such change
equitably requires an adjustment in the terms of the Option
or the number of shares subject to the Option, such
adjustment may be made by the Committee and shall be final,
conclusive and binding for all purposes of the Plan. In any
such event, no fractional share shall be issued upon exercise
of this Option, and the price paid shall be appropriately
reduced on account of any fractional share not issued;
-5-
further, the minimum number of full shares which may be
purchased upon such exercise shall be the minimum number
specified in Paragraph 3 hereof adjusted proportionately.
9. EMPLOYMENT STATUS. The Option Agreement does not
confer upon the Employee any right to continue in the employ
of the Company or of any Affiliate corporation, nor does it
interfere in any way with the right of the Company or of any
Affiliate corporation to terminate the employment of the
Employee at any time with or without cause.
10. NOTICE AND FORM OF PAYMENT. Subject to the terms
and conditions of this Agreement, the Option may be exercised
by written notice to the Company at its corporate
headquarters in Chattanooga, Tennessee, Attention of
Jeffrey Laseter. Such notice and exercise of options shall
be made in a manner suitable to the Company. Payment of the
purchase price shall be made by certified or bank cashier's
check payable to the order of "Dixie Yarns, Inc."; provided
however, that all or part of the purchase price may be paid
by surrender to the Company of whole shares of Common Stock
of the Company owned by the Employee with a fair market value
at the close of business on the day of exercise of the Option
equal to the purchase price (or the portion thereof not to be
paid by check). The certificate for the shares as to which
the Option is exercised shall be registered in the name of
the person exercising the Option and shall be delivered to or
upon the written order of the person exercising the Option.
-6-
All shares issued as provided herein will be fully paid and
nonassessable.
11. PAYMENT OF EXPENSES. The Company shall at all
times during the term of the Option reserve and keep
available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of this Option
Agreement, shall pay all fees and expenses necessarily
incurred by the Company in connection with the issue of
shares pursuant hereto and will use its best efforts to
comply with all laws and regulations which, in the opinion
of counsel for the Company , shall be applicable.
12. AFFILIATE. As used herein, the term "Affiliate"
corporation shall mean any entity in which the Company has a
substantial direct or indirect equity interest, as determined
by the Committee.
13. EMPLOYMENT. As used herein, the term "employment"
shall mean the employment or performance of services by an
individual for the Company or any of its Affiliates and for
an employer other than the Company or its Affiliates provided
that (i) such employment or performance of services is under-
taken by the individual at the request of the Company,
(ii) immediately prior to undertaking such employment or
performance of services, the individual was employed by or
performing services for the Company or its Affiliates and
(iii) such employment or performance of services is in the
best interests of the Company and is approved by the
-7-
Committee as such.
14. SEC REQUIREMENTS. This Agreement has been entered
into pursuant to Section 5 of the Plan. Notwithstanding
anything to the contrary contained in this Agreement, this
Option shall not be exercisable unless and until (a) a
registration statement under the Securities and Exchange Act
of 1934 as amended with respect to such shares shall be
effective; and (b) any other applicable laws, rules and
regulations, and such approvals by any governmental agencies
as may be required, shall have been complied with or
obtained.
15. WITHHOLDING. Upon the exercise of the Option, the
Company shall not deliver or otherwise make such common stock
available to the Employee or his beneficiary or
representative until the Company has received from the
applicable party, in cash or any other form acceptable to the
Company, the amount necessary to enable the company to remit
to the appropriate government entity on behalf of the
applicable party the amount required to be withheld for taxes
with respect to such transaction.
16. NON-QUALIFIED STATUS. It is the intention of the
parties to this Agreement that this Option NOT qualify as an
"incentive stock option" under Section 422A of the Code. Any
provision of this Option Agreement which is inconsistent with
the requirements for being a nonqualified stock option shall
be deemed null and void.
-8-
17. CONTROLLING AUTHORITY. This Option is governed by
and subject to all the terms and provisions of the Plan. All
decisions of the Compensation Committee with respect to any
question or issue arising under the Plan or this Agreement
shall be conclusive and binding on all persons.
18. GOVERNING LAW. This Option Agreement has been
entered into pursuant to and shall be governed by the laws of
the State of Tennessee.
19. GENDER AND NUMBER. Any use of the masculine
includes the feminine and the neuter; and any use of the
singular includes the plural, whenever such meanings are
appropriate.
20. HEADINGS. The headings appearing at the beginning
of each Paragraph in this Agreement are intended only as an
index and are not to be construed to vary the meaning of the
provision to which they refer.
IN WITNESS WHEREOF , the Company has caused this Option
Agreement to be duly executed by its officer thereunto duly
authorized, and the Employee has hereunto set his hand, all
as of the date and year first above written.
DIXIE YARNS, INC.
By: _________________________
Company Officer
_________________________
Employee
-9-
DIXIE YARNS, INC.
Employee's Acknowledgment of Receipt of Disclosures
Under the Incentive Stock Plan
I, ____________________ , a participant in the Dixie
Yarns, Inc. Incentive Stock Plan (the "Plan"), in connection
with the purchase of __________ shares of common stock of
Dixie Yarns, Inc., a Tennessee corporation (the "Company")
this _______ day of ______________ , 19____ , under an Option
Agreement dated as of __________________ between myself and
the Company, do hereby represent and warrant that I have
received a copy of the Prospectus relating to the Plan dated
_______________ , 19____ , and copies of all of the Company's
subsequent periodic financial reports, and have also had the
opportunity to ask questions and receive information from the
Company about the Company, its business, its financial
condition, and other matters that I deem relevant.
Date: ______________ Signature: ____________________________
AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT
Under the Dixie Yarns, Inc. Incentive Stock Plan
THIS AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AGREEMENT between Dixie
Yarns, Inc., a Tennessee corporation (hereinafter the "Company") and
_________________________, a key employee of the Company or an Affiliate
corporation of the Company (hereinafter the "Employee"), which Employee
presently holds an outstanding stock option issued under the Incentive
Stock Option Plan of the Company (hereinafter the "Plan").
WHEREAS, the Company has previously granted Employee an option to
purchase shares of Common Stock of the Company under the Plan;
WHEREAS, the Company desires to amend the option in order to reduce the
option price at which it may be exercised, and to recommence the time
periods during which the option may be exercised; and
WHEREAS, Employee desires to accept the amendments to the option
previously issued to Employee under the Plan.
Now, therefore, in consideration of desire of the parties hereto and
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to the following amendments to
the presently issued and outstanding stock option held by the Employee
that has been issued pursuant to the Plan:
1. Amendment Of Outstanding Option. Effective May 4, 1995, all
currently outstanding and unexercised stock options issued to Employee
under the Plan are hereby amended as provided herein. To the extent
the provisions of the outstanding options are not specifically changed
herein, the provisions of the option are to continue to remain in
effect.
2. Exercise Price. The purchase price of the shares of Common Stock
subject to the option as set forth in Section 2 of the written agreement
describing the option is hereby amended to provide for an option price
of $8.00 per share.
3. Time and Manner of Exercise. Subject to the other provisions of the
written agreement describing the option, the option shall become
exercisable as to the percentage of aggregate number of shares covered
by the option on and after each of the following dates during the term
of the option:
25 percent (25%) on or after May 4, 1997.
50 percent (50%) on or after May 4, 1998.
75 percent (75%) on or after May 4, 1999.
100 percent (100%) on or after May 4, 2000.
The term of the option shall be ten (10) years commencing on May 4,
1995.
4. Except as specifically amended herein, the option shall be subject to
all of the terms and conditions set forth in the written option
agreement previously entered into by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused the option agreements
previously issued to Employee under the Plan to be amended as herein
provided, and each party hereto has executed this document as an
acknowledgment of their agreement to such amendments.
Dated:_______________ Dixie Yarns, Inc.
By:________________________
________________________
Dated:_______________ Employee
EXHIBIT (11)
EXHIBIT 11
DIXIE YARNS, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
Three Months Ended Six Months Ended
_______________________ _______________________
July 1, July 2, July 1, July 2,
1995 1994 1995 1994
___________ ___________ ___________ ___________
PRIMARY:
NET INCOME (LOSS) $ 431,359 $ 118,539 $ 1,314,076 $(4,223,903)
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
Weighted average number of
Common Shares outstanding
assuming conversion of
Class B Common Stock 12,243,020 12,246,999 12,243,312 12,253,024
Net effect of dilutive stock
options based on the
treasury stock method using
average market price 18,196 36,190 18,863 37,728
Net effect of put options
based on the reverse
treasury stock method using
average market price 1,825,581 890,288 1,789,279 808,568
___________ ___________ ___________ ___________
TOTAL SHARES 14,086,797 13,173,477 14,051,454 13,099,320
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
PER SHARE AMOUNT $ .03 $ .01 $ .09 $ (.32)
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
FULLY DILUTED:
Net income (loss) $ 431,359 $ 118,539 $ 1,314,076 $(4,223,903)
After-tax interest
requirement of
convertible subordinated
debentures (A) -0- -0- -0- -0-
___________ __________ ____________ ___________
ADJUSTED NET
INCOME (LOSS) $ 431,359 $ 118,539 $ 1,314,076 $(4,223,903)
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
EXHIBIT 11
DIXIE YARNS, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE - CONTINUED
Three Months Ended Six Months Ended
_______________________ _______________________
July 1, July 2, July 1, July 2,
1995 1994 1995 1994
___________ ___________ ___________ ___________
FULLY DILUTED - CONTINUED
Weighted average number of
Common Shares outstanding
assuming conversion of
Class B Common Stock 12,243,020 12,246,999 12,243,312 12,253,024
Net effect of dilutive stock
options based on the
treasury stock method using
quarter end market price
if higher than the average
market price 21,737 36,190 21,575 37,728
Net effect of put options
based on the reverse
treasury stock method using
quarter end market price
if lower than the average
market price 1,825,581 1,109,137 1,789,279 1,109,137
Net effect of conversion of
convertible subordinated
debentures (A) -0- -0- -0- -0-
___________ ___________ ___________ ___________
TOTAL SHARES 14,090,338 13,392,326 14,054,166 13,399,889
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
PER SHARE AMOUNT $ .03 $ .01 $ .09 $ (.32)
___________ ___________ ___________ ___________
___________ ___________ ___________ ___________
(A) Conversion of convertible subordinated debentures to 1,390,745 shares
with an after-tax interest requirement of $472,538 for the three months
ended July 1, 1995, and July 2, 1994, respectively and of $945,075 for the
six months ended July 1, 1995, and July 2, 1994, respectively has been
excluded from computation since the effect was anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF DIXIE YARNS, INC. AT AND
FOR THE SIX MONTHS ENDED JULY 1, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINACIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> JUL-01-1995
<CASH> 1,543
<SECURITIES> 0
<RECEIVABLES> 39,793
<ALLOWANCES> 3,392
<INVENTORY> 114,236
<CURRENT-ASSETS> 161,204
<PP&E> 498,439
<DEPRECIATION> 232,971
<TOTAL-ASSETS> 496,969
<CURRENT-LIABILITIES> 56,540
<BONDS> 194,540
<COMMON> 43,779
18,178
0
<OTHER-SE> 128,020
<TOTAL-LIABILITY-AND-EQUITY> 496,969
<SALES> 359,455
<TOTAL-REVENUES> 359,455
<CGS> 304,731
<TOTAL-COSTS> 304,731
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,112
<INCOME-PRETAX> 2,989
<INCOME-TAX> 1,675
<INCOME-CONTINUING> 1,314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,314
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
