Edgar Filing: DIXIE GROUP INC

The Dixie Group, Inc. 10-Q Third Quarter 2006

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


	Form 10-Q/A
(Mark One)


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

For the quarterly period ended: September 30, 2006
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________

Commission File Number: 0-2585

[f10qa3qtr2006amended71307002.gif]
THE DIXIE GROUP, INC.

(Exact name of Registrant as specified in its charter)


Tennessee		62-0183370
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
104 Nowlin Lane, Suite 101, Chattanooga, TN	37421	(423) 510-7000
(Address of principal executive offices)	(zip code)	(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)


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

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


Large accelerated filer	o		Accelerated filer	S		Non-accelerated filer	o


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


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

Class		Outstanding as of June 2, 2007
Common Stock, $3 Par Value		12,238,876 shares
Class B Common Stock, $3 Par Value		877,539 shares
Class C Common Stock, $3 Par Value		0 shares

Page 1

EXPLANATORY NOTE

We have received comments from the Securities and Exchange Commission (“SEC”) regarding our Annual Report on Form 10-K for the fiscal year ended December 30, 2006, and as a result of those comments, we are amending and restating our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. The restatement does not affect our Net Income, Net Income per share, total cash flow, Balance Sheets, or stockholders’ equity for any periods.

This Quarterly Report on Form 10-Q/A amends our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 as of the date of its original filing on November 9, 2006 to correct a classification error for certain pension expenses that were classified as costs of discontinued operations.

The amendment reclassifies certain pension expenses from discontinued operations to continuing operations in our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2006. We previously classified pension expenses related to employees of our textile operations based on our interpretation that Accounting Principles Board Opinion No. 30 requires that such expenses be treated as costs of discontinued operations. The pension expenses related to former employees of our textile operations that were discontinued in 1998 and sold in 1999 and prior years. Our original classification of such pension expenses and their presentation in our consolidated condensed financial statements was reviewed with Ernst & Young LLP, our independent registered public accounting firm, who concurred with our presentation. Based on a review of our presentation, we have reclassified these expenses as costs of continuing operations in accordance with the requirements of Statement of Financial Accounting Standards No. 88, as clarified by the answer to Question 37 in the Financial Accounting Standards Board Special Report, "A Guide to Implementation of Statement 88 on Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits: Questions and Answers".

We have also revised our presentation of comprehensive income to prominently display the details of comprehensive income in our Consolidated Condensed Statements of Stockholders’ Equity and Comprehensive Income and made conforming changes to other relevant portions of our Quarterly Report on Form 10-Q.

As a result of the reclassifications discussed above, modifications were required to previously filed notes to our consolidated condensed financial statements as follows: Note F, Note K, Note L, and Note O.

We have revised our discussion of disclosure controls and procedures contained in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 to discuss the above-referenced restatement and how such restatement affected our CEO’s and CFO’s conclusions regarding our disclosure controls and procedures. We have concluded that, solely because of the restatement as described above and described in greater detail in Note Q to our consolidated condensed financial statements, we are required to conclude, and we have concluded, that we had a material weakness in internal control. Accordingly, we have concluded that our disclosure controls and procedures was not effective as of September 30, 2006.

The following sections of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 are hereby amended and are filed herewith:

PART I, Item 1 - Financial Statements

PART I, Item 2 - Management’s Discussion and Analysis of Results of Operations

and Financial Condition

PART I, Item 4 - Controls and Procedures

PART II, Item 6 - Exhibits

Except for the foregoing amended information, this Form 10-Q/A continues to describe conditions as of the date of the original filing and we have not updated the disclosures contained herein to reflect events that occurred at a later date. This Quarterly Report on Form 10-Q/A contains forward-looking statements that were made at the time the original Quarterly Report on Form 10-Q was filed on November 9, 2006. It is subject to the factors described in PART II, OTHER INFORMATION, Item 1A – Risk Factors and must be considered in light of any subsequent statements, including forward-looking statements, in any reports made by us subsequent to the filing of the original Form 10-Q, including all filings we made with the Securities and Exchange Commission. Furthermore, the remainder of our Quarterly Report on Form 10-Q will not be amended and, accordingly, is not filed herewith.

Page 2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(dollars in thousands)


				(Unaudited)
				Sept. 30, 2006		Dec. 31, 2005
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$	614	$	---
	Accounts receivable (less allowance for doubtful accounts of $569 for 2006 and $595 for 2005)			35,152		31,633
	Inventories			76,424		72,871
	Other current assets			8,953		10,577
		TOTAL CURRENT ASSETS		121,143		115,081

PROPERTY, PLANT AND EQUIPMENT
	Land and improvements			6,100		6,047
	Buildings and improvements			44,661		44,348
	Machinery and equipment			113,873		107,993
				164,634		158,388
	Less accumulated depreciation and amortization			(65,860)		(65,440)
		NET PROPERTY, PLANT AND EQUIPMENT		98,774		92,948

OTHER ASSETS
	Goodwill			57,014		57,177
	Other long-term assets			12,651		11,797
		TOTAL OTHER ASSETS		69,665		68,974

TOTAL ASSETS			$	289,582	$	277,003
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable		$	13,864	$	14,929
	Accrued expenses			21,550		18,295
	Current portion of long-term debt			7,606		6,341
		TOTAL CURRENT LIABILITIES		43,020		39,565

LONG-TERM DEBT
	Senior indebtedness			67,309		60,987
	Capital lease obligations			4,269		4,727
	Convertible subordinated debentures			19,662		22,162
		TOTAL LONG-TERM DEBT		91,240		87,876

DEFERRED INCOME TAXES				10,270		10,768

OTHER LONG-TERM LIABILITIES				13,871		15,310

COMMITMENTS AND CONTINGENCIES				---		---

STOCKHOLDERS' EQUITY
	Common Stock ($3 par value per share): Authorized 80,000,000 shares, issued - 15,476,056 shares for 2006 and 15,347,589 shares for 2005			46,428		46,043
	Class B Common Stock ($3 par value per share): Authorized 16,000,000 shares, issued - 840,433 for 2006 and 714,560 shares for 2005			2,521		2,144
	Additional paid-in capital			134,406		134,353
	Unearned stock compensation			---		(719)
	Retained earnings (accumulated deficit)			2,990		(1,406)
	Accumulated other comprehensive loss			(1,075)		(2,887)
				185,270		177,528
	Less Common Stock in treasury at cost - 3,398,845 shares for 2006 and 3,395,390 shares for 2005			(54,089)		(54,044)
		TOTAL STOCKHOLDERS' EQUITY		131,181		123,484

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	289,582	$	277,003
See accompanying notes to the consolidated condensed financial statements.

Return to Table of Contents

Page 3

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(dollars in thousands, except per share data)


			Three Months Ended				Nine Months Ended
			Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006 Restated		Sept. 24, 2005
Net sales		$	83,606	$	76,661	$	250,825	$	230,768
Cost of sales			58,761		54,208		179,031		160,124

Gross profit			24,845		22,453		71,794		70,644
Selling and administrative expenses			19,097		19,213		57,108		56,088
Other operating income			(29)		(6)		(599)		(230)
Other operating expense			171		85		458		398
Defined benefit pension plan termination expenses			---		---		3,249		---

Operating income			5,606		3,161		11,578		14,388

Interest expense			1,795		1,553		5,506		4,358
Other income			(14)		(9)		(122)		(242)
Other expense			53		21		107		67

Income from continuing operations before taxes			3,772		1,596		6,087		10,205
Income tax provision			1,069		343		1,430		3,496

Income from continuing operations			2,703		1,253		4,657		6,709
Loss from discontinued operations, net of tax			(86)		(32)		(261)		(539)
Income on disposal of discontinued operations, net of tax			---		---		---		834

Net income		$	2,617	$	1,221	$	4,396	$	7,004

BASIC EARNINGS (LOSS) PER SHARE:
	Continuing operations	$	0.21	$	0.10	$	0.37	$	0.54
	Discontinued operations		(0.00)		(0.00)		(0.02)		(0.04)
	Disposal of discontinued operations		---		---		---		0.07
	Net income	$	0.21	$	0.10	$	0.35	$	0.57

SHARES OUTSTANDING			12,736		12,472		12,685		12,356

DILUTED EARNINGS (LOSS) PER SHARE:
	Continuing operations	$	0.21	$	0.10	$	0.36	$	0.52
	Discontinued operations		(0.01)		(0.01)		(0.02)		(0.04)
	Disposal of discontinued operations		---		---		---		0.06
	Net income	$	0.20	$	0.09	$	0.34	$	0.54

SHARES OUTSTANDING			12,982		12,946		12,953		12,868

DIVIDENDS PER SHARE:
	Common Stock		---		---		---		---
	Class B Common Stock		---		---		---		---

See accompanying notes to the consolidated condensed financial statements.

Return to Table of Contents

Page 4

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(dollars in thousands)


						Nine Months Ended
						Sept. 30, 2006 Restated		Sept. 24, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
	Income from continuing operations				$	4,657	$	6,709
	Loss from discontinued operations					(261)		(539)
	Income on disposal of discontinued operations					---		834
	Net income					4,396		7,004

	Adjustments to reconcile net income to net cash
		provided by operating activities:
			Depreciation and amortization			8,609		7,927
			Change in deferred income taxes			(1,445)		(1,403)
			Net loss (gain) on property, plant and equipment disposals			31		(43)
			Stock-based compensation expense			422		347
			Tax benefits from exercise of stock options			---		956
			Changes in operating assets and liabilities:
				Accounts receivable		(3,519)		(47)
				Inventories		(3,553)		(15,210)
				Accounts payable and accrued expenses		2,190		233
				Other operating assets and liabilities		2,030		2,090
NET CASH PROVIDED BY OPERATING ACTIVITIES						9,161		1,854

CASH FLOWS FROM INVESTING ACTIVITIES
	Net proceeds from sales of property, plant and equipment					51		823
	Purchase of property, plant and equipment					(13,752)		(21,806)
NET CASH USED IN INVESTING ACTIVITIES						(13,701)		(20,983)

CASH FLOWS FROM FINANCING ACTIVITIES
	Net borrowings on credit line					3,421		19,141
	Borrowings on term loan					---		3,575
	Payments on term loan					(1,282)		(1,572)
	Borrowings from equipment financing					6,456		1,610
	Payments on equipment financing					(999)		(454)
	Payments on capitalized leases					(848)		(1,096)
	Payments on mortgage note payable					(161)		(151)
	Payment on note payable					---		(1,338)
	Payments on subordinated indebtedness					(2,500)		(2,498)
	Common stock issued under stock option plans					854		1,912
	Common stock acquired for treasury					(45)		---
	Tax benefits from exercise of stock options					258		---
NET CASH PROVIDED BY FINANCING ACTIVITIES						5,154		19,129

INCREASE IN CASH AND CASH EQUIVALENTS						614		---
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						---		---

CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	614	$	---

Supplemental Cash Flow Information:
	Interest paid				$	5,022	$	3,597
	Income taxes paid, net of tax refunds					433		5,559
	Equipment purchased under capital leases					542		---

See accompanying notes to the consolidated condensed financial statements.

Return to Table of Contents

Page 5

THE DIXIE GROUP, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

(dollars in thousands)

RESTATED


		Common Stock and Class B Common Stock		Additional Paid-in Capital		Unearned Stock Compensation		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Common Stock in Treasury		Total Stockholders' Equity

Balance at December 31, 2005	$	48,187	$	134,353	$	(719)	$	(1,406)	$	(2,887)	$	(54,044)	$	123,484

Common Stock acquired for treasury - 3,455 shares		---		---		---		---		---		(45)		(45)

Common Stock and Class B sold under stock option plan - 125,340 shares		375		479		---		---		---		---		854

Restricted Stock Grants issued - 129,000 shares		387		(387)		---		---		---		---		---

Tax benefit from exercise of stock options		---		258		---		---		---		---		258

Stock-based compensation expense		---		422		---		---		---		---		422

Reclassification upon adoption of SFAS No. 123[R]		---		(719)		719		---		---		---		---

Comprehensive income:
Net income		---		---		---		4,396		---		---		4,396
Unrealized gain on interest rate swap agreement, net of tax of $159		---		---		---		---		260		---		260
Change in minimum pension liability, net of tax of $951		---		---		---		---		1,552		---		1,552
Total comprehensive income		---		---		---		4,396		1,812		---		6,208
Balance at September 30, 2006	$	48,949	$	134,406	$	---	$	2,990	$	(1,075)	$	(54,089)	$	131,181

See accompanying notes to the consolidated condensed financial statements.

Return to Table of Contents

Page 6

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

RESTATED

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements which do not include all the information and footnotes required by such accounting principles for annual financial statements. In the opinion of management, all adjustments (generally consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the accompanying financial statements. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission, which includes consolidated financial statements for the fiscal year ended December 31, 2005. Operating results for the three month and nine month periods ended September 30, 2006 are not necessarily indicative of the results that may be expected for the entire 2006 year.

The Company is in one line of business, Carpet Manufacturing.

The financial statements separately report discontinued operations and the results of continuing operations (See Note F). Disclosures included herein pertain to the Company's continuing operations unless noted otherwise.

NOTE B - RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 clarified the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on accounting for adjustments of a previously recognized tax position, classification, interest and penalties, taxes in interim periods and disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently in the process of evaluating the impact of FIN 48 on its financial statements.

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

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statement No. 87, 88, 106 and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires recognition of the funded status of defined benefit plans in statements of financial position. It also requires recognition in comprehensive income of changes in the funding status of such plans during the year a change occurs, as well as modifies the timing of reporting and disclosure requirements. SFAS No. 158 is effective for recognition of funding status and disclosures as of the end of the fiscal year ending after December 15, 2006. The measurement of defined benefit plan assets and benefit obligations under SFAS No. 158 is effective for fiscal years ending after December 15, 2008. The Company does not expect the adoption of SFAS No. 158 to have a material effect on its financial statements. If the Company had adopted SFAS No. 158 as of December 31, 2005, application of this standard would have decreased other liabilities by approximately $1,000 and increased accumulated other comprehensive income by approximately $1,000. The Company participates in limited sponsorship of defined benefit plans and defined post-retirement benefit plans (See Note K).

In September 2006, the U.S. Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 eliminates the diversity of practice surrounding how public companies quantify misstatements in prior year financial statements. Staff Accounting Bulletin No. 108 requires quantification of misstatements in prior year financial statements based on the effects of the misstatements on the company's financial statements and the related financial statement disclosures during the period a misstatement is corrected. SAB No. 108 is effective for fiscal years ending after November 15, 2006. The Company does not expect the adoption of SAB No. 108 to have a material effect on its financial statements.

Page 7

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

In June 2005, the FASB issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections" ("SFAS No. 154"), a replacement of APB Opinion No. 20 and FASB Statement No. 3. The statement applies to all voluntary changes in accounting principles and changes the requirements for accounting and reporting a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods' financial statements of voluntary changes in accounting principles unless such retrospective application is impracticable. SFAS No. 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. Earlier application is permitted for accounting changes and corrections of errors made in fiscal years beginning after June 1, 2005. The statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of this statement. The adoption of SFAS No. 154 did not have a material effect on the Company’s financial statements.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140" ("SFAS No. 155") which is effective for fiscal years beginning after September 15, 2006. The statement was issued to clarify the application of FASB Statement No. 133 to beneficial interests in securitized financial assets and to improve the consistency of accounting for similar financial instruments, regardless of the form of the instruments. The Company does not expect the adoption of SFAS No. 155 to have a material effect on the Company’s financial statements.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140" ("SFAS No. 156") which is effective for fiscal years beginning after September 15, 2006. This statement was issued to simplify the accounting for servicing rights and to reduce the volatility that may result from using different measurement attributes. The Company does not expect the adoption of SFAS No. 156 to have a material effect on its financial statements.

NOTE C - SHARE-BASED PAYMENTS

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS No. 123(R)"). SFAS No. 123(R) requires that compensation expense relating to share-based payments be recognized in financial statements based on the fair value of the equity or liability instrument issued. The Statement also requires that forfeitures be estimated over the vesting period of the instrument. Actual forfeitures prior to the adoption of SFAS 123(R) were considered by the Company in connection with its application of SFAS No. 123(R).

The Company used the modified prospective method to adopt SFAS 123(R). Accordingly, there was no cumulative effect on the Company's consolidated financial statements as a result of the adoption of SFAS 123(R). Under the modified prospective method, compensation expense for share-based payments is recognized for periods after the date of adoption for (a) all unvested awards granted prior to January 1, 2006, based on the estimated grant-date fair value in accordance with the original provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), and (b) all awards granted subsequent to January 1, 2006, based on the estimated grant-date fair value in accordance with the provisions of SFAS No. 123(R).

Prior to January 1, 2006, as permitted by SFAS No. 123, the Company accounted for share-based payments to employees using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25") and accordingly, did not record compensation expense for stock options granted. Results for prior periods have not been retrospectively restated. Following is a pro forma summary of the Company's net income and earnings per share for the three and nine months ended September 24, 2005, as if the Company had determined compensation expense for share-based payments based under the recognition provisions of SFAS No. 123(R).

Return to Table of Contents

Page 8

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED


	Three Months Ended		Nine Months Ended
		Sept. 24, 2005		Sept. 24, 2005
Net income, as reported	$	1,221	$	7,004
Stock compensation expense, net of taxes		(152)		(1,222)
Adjusted net income	$	1,069	$	5,782

Basic earnings per share, as reported	$	0.10	$	0.57
Stock compensation expense, net of taxes		(0.01)		(0.10)
Adjusted basic earnings per share	$	0.09	$	0.47

Diluted earnings per share, as reported	$	0.09	$	0.54
Stock compensation expense, net of taxes		(0.01)		(0.09)
Adjusted diluted earnings per share	$	0.08	$	0.45

The pro forma effect of applying SFAS No. 123(R) on net income and earnings per share shown above is not necessarily indicative of future results.

SFAS No. 123(R) requires that the excess tax benefits relating to compensation expense be reported as a financing cash flow, rather than as an operating cash flow as required under prior guidance. Excess tax benefits of $258 were included in cash provided by financing activities for the nine months ended September 30, 2006 as compared to excess tax benefits of $956 included in cash provided by operating activities for the nine months ended September 24, 2005.

2006 Stock Award Plan

On May 3, 2006, the Company's shareholders' approved and adopted the Company's 2006 Stock Award Plan (the "2006 Plan") which provides for the issuance of a maximum of 800,000 shares of Common Stock and/or Class B Common Stock for the grant of stock-based or stock-denominated awards to directors of the Company, and to salaried employees of the Company and its participating subsidiaries. The 2006 Plan superseded and replaced The Dixie Group, Inc. Stock Incentive Plan (the "2000 Plan"), which was terminated with respect to the granting of new awards. Awards previously granted under the 2000 Plan will continue to be governed by the terms of that plan and were not affected by its termination.

Restricted Stock Awards

On June 6, 2006, the Company granted 125,000 shares of restricted stock to its Chief Executive Officer. The award is intended to retain and motivate the Company's Chief Executive Officer over the term of the award and to bring his total compensation package closer to median levels for Chief Executive Officers of comparable companies. The fair value of the award was $1,556, or $12.45 per share, equivalent to 92% of the market value of a share of the Company's Common Stock on the date the award was granted. Such value was determined using a binomial model and will be expensed over the seven year term of the award. Vesting of the shares is contingent on a 35% increase in the market value of the Company's Common Stock ("Market Condition") prior to June 5, 2011. Additionally, vesting of shares requires the Chief Executive Officer to meet a continued service condition during the term of the award, with a two year minimum vesting period. Shares subject to the award vest pro rata annually on the anniversary date the award was granted after the market condition and minimum vesting period are met.

In September 2006, the Company granted awards of 4,000 shares of restricted stock to key employees. The grant-date fair value of the awards was $57, or $14.35 per share. In February 2005, the Company granted awards of 67,180 shares of restricted stock to officers and other key employees. The grant-date fair value of the awards was $1,200, or $17.86 per share. Vesting of the share awards is subject to a continued service condition, with one-third of the shares vesting each year on the anniversary date the awards were granted. The fair value of the awards of restricted stock was equal to the market value of the Company's Common Stock on the grant date.

Page 9

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED


		Number of Shares
Outstanding at December 31, 2005		57,990
	Granted	129,000
	Vested	(19,330)
	Forfeited	---
Outstanding at September 30, 2006		167,660

As of September 30, 2006, unrecognized compensation cost related to unvested restricted stock was $2,000. That cost is expected to be recognized over a period of 5.3 years. The total fair value of shares vested during the nine months ended September 30, 2006 was approximately $251.

Stock Performance Units

Each of the Company's five non-employee directors receive 50% of their annual retainer ($12 in 2006) in Stock Performance Units under the Directors' Stock Plan. Upon retirement, the Stock Performance Units vest and the Company issues Common Stock equivalent to the number of Stock Performance Units held. The fair value of the awards of Stock Performance Units was equal to the market value of the Company's Common Stock on the grant date. As of September 30, 2006, 36,442 Stock Performance Units were outstanding under this plan.

Stock Options

All currently unvested stock options issued under the Company's 2000 Plan were generally exercisable at a cumulative rate of 25% per year after the second year from the date the options were granted. Any stock options granted under the Company's 2006 Plan will be exercisable for periods determined at the time the awards may be issued. No options were granted under either of these plans during the nine months ended September 30, 2006. The fair value of any options granted under the Company's 2006 Plan are expected to be estimated on the date of grant using the Black-Scholes model. The assumptions used for stock option grants prior to adoption of SFAS No. 123(R) are described more fully in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

Stock option activity for the nine months ended September 30, 2006 is summarized as follows:


		Number of Shares		Weighted Average Exercise Price	Weighted- Average Remaining Contractual Life
Outstanding at December 31, 2005		1,189,312	$	10.78
	Granted	---		---
	Exercised	(125,340)		6.81
	Forfeited	(16,875)		14.71
Outstanding at September 30, 2006		1,047,097	$	11.19	6.10

Exercisable at September 30, 2006		986,235		11.48	6.10

At September 30, 2006, the market value of the Company's Common Stock exceeded the exercise price of all outstanding stock options by $3,901 and exercisable stock options by $3,395. The market value of the Company's Common Stock exceeded the exercise price of the stock options exercised during the nine months ended September 30, 2006 and September 24, 2005 by $905 and $3,608, respectively. At September 30, 2006, unrecognized compensation cost related to unvested options was $148. Compensation costs expected to be recognized for unvested stock options are $29 in 2006, $76 in 2007, $35 in 2008 and $8 in 2009.

Return to Table of Contents

Page 10

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

NOTE D - RECEIVABLES

Receivables are summarized as follows:


		Sept. 30, 2006		Dec. 31, 2005
Customers, trade	$	32,681	$	30,174
Other		3,040		2,054
Gross receivables		35,721		32,228
Less allowance for doubtful accounts		(569)		(595)
Net receivables	$	35,152	$	31,633

The Company had notes receivable in the amount of $626 and $522 at September 30, 2006 and December 31, 2005, respectively. The notes receivable are included in accounts receivable and other long-term assets in the Company's consolidated condensed balance sheets.

NOTE E - INVENTORIES

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

Inventories are summarized as follows:


		Sept. 30, 2006		Dec. 31, 2005
Raw materials	$	25,882	$	22,037
Work-in-process		17,674		17,498
Finished goods		41,763		40,959
Supplies, repair parts and other		475		480
LIFO		(9,370)		(8,103)
Total inventories	$	76,424	$	72,871

NOTE F - DISCONTINUED OPERATIONS

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


		Three Months Ended					Nine Months Ended
			Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006 Restated		Sept. 24, 2005
Net sales		$	---	$	---	$	---	$	---

Loss from discontinued operations:
	Before income taxes	$	(136)	$	(50)	$	(412)	$	(851)
	Income tax benefit		(50)		(18)		(151)		(312)
Loss from discontinued operations, net of tax		$	(86)	$	(32)	$	(261)	$	(539)

Income on disposal of discontinued operations:
	Before income taxes	$	---	$	---	$	---	$	1,320
	Income tax provision		---		---		---		486
Income on disposal of discontinued operations, net of tax		$	---	$	---	$	---	$	834

Return to Table of Contents

Page 11

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

The losses from discontinued operations for the first nine months of 2006 and 2005 principally consist of additional workers' compensation costs associated with the Company's factory-built housing carpet, needlebond and carpet recycling businesses sold in 2003 and 2004. Income on disposal of discontinued operations in 2005 is the result of a recovery of a previously written-off note receivable related to certain cotton yarn and dyeing textile operations sold in 1999. Results associated with operations that have been sold or discontinued are generally classified as discontinued operations for all periods presented. Pension expenses associated with employees of our discontinued textile operations are included in income from continuing operations in accordance with Statement of Financial Accounting Standards No. 88.

NOTE G - ACCRUED EXPENSES

Accrued expenses are summarized as follows:


		Sept. 30, 2006		Dec. 31, 2005
Compensation and benefits	$	6,028	$	6,076
Accrued income taxes		1,618		1,856
Provision for customer rebates, claims and allowances		4,859		4,160
Outstanding checks in excess of cash		3,949		1,918
Other		5,096		4,285
Total accrued expenses	$	21,550	$	18,295

NOTE H - PRODUCT WARRANTY RESERVES

The Company provides varying warranties related to manufacturing defects and specific performance standards with respect to its products. The Company records reserves for the estimated costs of defective products and failure of its products to meet applicable performance standards at the time sales are recorded. The levels of such reserves are established based primarily on historical experience and evaluation of pending claims.

Following is a summary of the Company's warranty activity:


	Three Months Ended				Nine Months Ended
		Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006		Sept. 24, 2005
Warranty reserve beginning of period	$	1,214	$	867	$	1,109	$	922
Warranty liabilities accrued		1,191		1,151		3,969		3,140
Warranty liabilities settled		(1,210)		(1,454)		(4,251)		(3,771)
Changes for pre-existing warranty liabilities		57		293		425		566
Warranty reserve end of period	$	1,252	$	857	$	1,252	$	857

NOTE I - LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consists of the following:


			Sept. 30, 2006		Dec. 31, 2005
Senior indebtedness
	Credit line borrowings	$	36,370	$	32,949
	Term loans		18,148		19,430
	Equipment financing		9,799		4,341
	Capital lease obligations		5,541		5,848
	Mortgage note payable		6,826		6,987
Total senior indebtedness			76,684		69,555
Convertible subordinated debentures			22,162		24,662
Total long-term debt			98,846		94,217
Less current portion of long-term debt			(6,334)		(5,221)
Less current portion of capital lease obligations			(1,272)		(1,120)
Total long-term debt, less current portions		$	91,240	$	87,876

Page 12

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

During the nine months ended September 30, 2006, the Company borrowed $6,456 under equipment financing notes. The equipment financing notes are secured by the specific equipment financed, bear interest ranging from 6.19% to 6.83% and are due in monthly installments of principal and interest over five to seven year terms.

In May 2006, the Company amended its senior loan and security agreement to increase the revolving credit portion of the facility and change certain definitions in the agreement to facilitate the increase in revolving credit. As amended, the senior loan and security agreement matures on May 11, 2010 and provides the Company with $78,148 of credit, consisting of $60,000 of revolving credit and a $18,148 term loan. The Company's long-term debt and capital lease facilities do not contain financial covenants that restrict the Company's operations; however, these facilities contain covenants that may limit dividends and repurchase of the Company's Common Stock to an aggregate of $3,000 annually and could limit future acquisitions. Unused borrowing capacity under the senior loan and security agreement on September 30, 2006 was approximately $21,073.

NOTE J - DERIVATIVE FINANCIAL INSTRUMENTS

The Company is a party to an interest rate swap agreement with a notional amount of $30,000 through May 11, 2010. Under the interest rate swap agreement, the Company pays a fixed rate of interest of 4.79% and receives in return a specified variable rate of interest. The interest rate swap is linked to the Company's variable rate debt and is considered a highly effective hedge. The fair value of the interest rate swap agreement is reflected on the Company's balance sheet and related gains and losses are deferred in Accumulated Other Comprehensive Loss ("AOCL"). Net unrealized gains included in AOCL were $87 at September 30, 2006.

The Company is also a party to an interest rate swap agreement through March 2013, which is linked to a mortgage note payable and considered a highly effective hedge. Under the interest rate swap agreement, the Company pays a fixed rate of interest times a notional principal amount equal to the outstanding balance of the mortgage note, and receives in return an amount equal to a specified variable rate of interest times the same notional principal amount. The fair value of the interest rate swap agreement is reflected on the Company's balance sheet and related gains and losses are deferred in AOCL. As of September 30, 2006, the notional amount of the interest swap agreement was $6,826. Under the terms of the swap agreement, the Company pays a fixed interest rate of 4.54% through March 2013, which effectively fixes the interest rate on the mortgage note payable at 6.54%. Net unrealized gains included in AOCL were $92 at September 30, 2006.

The Company was party to an interest rate swap agreement which expired March 11, 2005. Under the interest rate swap agreement, the Company paid a fixed rate of interest of 3.24% times a notional amount of $70,000, and received in return an amount equal to a specified variable rate of interest times the same notional amount. The interest rate swap agreement was considered highly effective as a cash flow hedge by the Company until a significant portion of the related debt was retired in 2003. At the time the interest rate swap agreement became ineffective, the Company wrote off to interest expense the portion of AOCL related to the debt retired. Changes in the fair value of the interest rate swap agreement were marked to market through interest expense. Amounts that remained in AOCL at the time the interest rate swap agreement became ineffective were amortized into earnings through interest expense over the remaining life of the interest rate swap agreement.

NOTE K - EMPLOYEE BENEFIT PLANS

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

The Company sponsors a non-qualified retirement savings plan that allows eligible associates to defer a specified percentage of their compensation. The obligations owed to participants under this plan were $10,774 at September 30, 2006 and $10,217 at December 31, 2005 and are included in other liabilities in the Company's balance sheets. Assets of the retirement savings plan were $10,817 at September 30, 2006 and $9,688 at December 31, 2005 and are included in cash and cash equivalents and other assets in the Company's balance sheets.

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

Page 13

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

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

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


			Three Months Ended
			Pension Benefit
			Sept. 30, 2006						Sept. 24, 2005
			Terminated Plan		Ongoing Plan		Total 2006		Terminated Plan		Ongoing Plan		Total 2005
Components of net periodic benefit costs:
	Defined benefit plans
		Service cost	$	---	$	61	$	61	$	---	$	40	$	40
		Interest cost		---		50		50		5		32		37
		Expected return on plan assets		---		(55)		(55)		---		(30)		(30)
		Amortization of prior service cost		---		2		2		---		2		2
		Recognized net actuarial loss		---		27		27		2		17		19
	Net periodic benefit cost - defined benefit plans			---		85		85		7		61		68
	Net periodic benefit cost - defined contribution plans			---		261		261		---		61		61
	Net periodic benefit cost - total		$	---	$	346	$	346	$	7	$	122	$	129


			Nine Months Ended
			Pension Benefit
			Sept. 30, 2006						Sept. 24, 2005
			Terminated Plan Restated		Ongoing Plan		Total 2006 Restated		Terminated Plan		Ongoing Plan		Total 2005
Components of net periodic benefit costs:
	Defined benefit plans
		Service cost	$	---	$	120	$	120	$	---	$	119	$	119
		Interest cost		117		99		216		14		96		110
		Expected return on plan assets		(121)		(108)		(229)		---		(89)		(89)
		Amortization of prior service cost		---		4		4		---		5		5
		Recognized net actuarial loss		106		53		159		5		53		58
		Settlement loss		3,249		---		3,249		---		---		---
	Net periodic benefit cost - defined benefit plans			3,351		168		3,519		19		184		203
	Net periodic benefit cost - defined contribution plans			---		787		787		---		582		582
	Net periodic benefit cost - total		$	3,351	$	955	$	4,306	$	19	$	766	$	785

The Company sponsors a legacy postretirement benefit plan that provides life insurance to a limited number of associates as a result of a prior acquisition. The Company also sponsors a postretirement benefit plan that provides medical and life insurance for a limited number of associates who retired prior to January 1, 2003. There was no periodic cost associated with these plans in the first nine months of 2006.

Return to Table of Contents

Page 14

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

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


			Three Months Ended				Nine Months Ended
			Sept. 30 2006		Sept. 24, 2005		Sept. 30, 2006		Sept. 24, 2005
Components of net periodic benefit costs:
	Defined benefit plans
		Service cost	$	---	$	10	$	---	$	30
		Interest cost		---		20		---		60
		Amortization of prior service costs		---		(10)		---		(30)
	Net periodic benefit cost		$	---	$	20	$	---	$	60

Except for an additional $845 required to fund the terminated defined benefit plan in the quarter ended July 1, 2006, amounts contributed or expected to be contributed by the Company during the current fiscal year to its pension and postretirement plans are not anticipated to be significantly different than amounts disclosed in the Company's 2005 Annual Report filed on Form 10-K.

NOTE L - COMMON STOCK AND EARNINGS PER SHARE

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


		Three Months Ended				Nine Months Ended
		Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006 Restated		Sept. 24, 2005
Income from continuing operations (1)		$	2,703	$	1,253	$	4,657	$	6,709

Denominator for calculation of basic earnings per share - weighted-average shares (2)			12,736		12,472		12,685		12,356

Effect of dilutive securities:
	Stock options (3)		196		432		233		478
	Restricted stock grants (3)		20		27		7		13
	Directors' stock performance units (3)		30		15		28		21
Denominator for calculation of diluted earnings per share - weighted-average shares adjusted for potential dilution (2)(3)			12,982		12,946		12,953		12,868

Earnings per share:
	Basic	$	0.21	$	0.10	$	0.37	$	0.54
	Diluted		0.21		0.10		0.36		0.52

(1)

No adjustments needed in the numerator for diluted calculations.

(2)

Includes Common and Class B Common shares in thousands.

(3)

Because their effects are anti-dilutive, excludes shares issuable under stock based plans where the grant price or unrecognized compensation benefit is greater than the average market price of Common Shares outstanding at the end of the relevant period and shares issuable on conversion of subordinated debentures into shares of Common Stock. Aggregate shares excluded were 1,232 and 1,030, respectively, during the three and nine months of 2006 and 785 and 800 during the three and nine months of 2005.

Return to Table of Contents

Page 15

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

NOTE M - COMPREHENSIVE INCOME

Comprehensive income is as follows:


			Three Months Ended				Nine Months Ended
				Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006		Sept. 24, 2005
Net income			$	2,617	$	1,221	$	4,396	$	7,004
Other comprehensive income:
	Unrealized gain (loss) on interest rate swap agreements:
		Before income taxes		(779)		---		419		179
		Income taxes		(296)		---		159		76
		Net of taxes		(483)		---		260		103

	Change in additional minimum pension liability:
		Before income taxes		---		---		2,503		---
		Income taxes		---		---		951		---
		Net of taxes		---		---		1,552		---

Comprehensive income			$	2,134	$	1,221	$	6,208	$	7,107

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


			Minimum Pension Liability		Interest Rate Swaps		Total
Balance at December 31, 2005		$	(2,806)	$	(81)	$	(2,887)
	Unrealized gain on interest rate swap agreements, net of tax of $159		---		260		260
	Change in additional minimum pension liability, net of tax of $951		1,552		---		1,552
Balance at September 30, 2006		$	(1,254)	$	179	$	(1,075)

Return to Table of Contents

Page 16

THE DIXIE GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
(dollars in thousands, except per share data) -- Cont'd.

RESTATED

NOTE N - OTHER (INCOME) EXPENSE

Other (income) expense is summarized as follows:


		Three Months Ended				Nine Months Ended
			Sept. 30, 2006		Sept. 24, 2005		Sept. 30, 2006		Sept. 24, 2005
Other operating income:
	Insurance settlements and refunds	$	---	$	---	$	(353)	$	---
	Miscellaneous income		(29)		(6)		(246)		(230)
Other operating income		$	(29)	$	(6)	$	(599)	$	(230)

Other operating expense:
	Retirement expenses	$	109	$	70	$	354	$	250
	Miscellaneous expense		62		15		104		148
Other operating expense		$	171	$	85	$	458	$	398

Other income:
	Interest income	$	(7)	$	(3)	$	(108)	$	(105)
	Dispute settlement		---		---		---		(107)
	Miscellaneous income		(7)		(6)		(14)		(30)
Other income		$	(14)	$	(9)	$	(122)	$	(242)

Other expense:
	Miscellaneous expense	$	53	$	21	$	107	$	67
Other expense		$	53	$	21	$	107	$	67

NOTE O - INCOME TAXES

During the three and nine months ended September 30, 2006, and September 24, 2005, the Company concluded a Federal income tax examination covering the fiscal year 2003 and a number of state income tax examinations. As a result of concluding these examinations and expiration of tax statutes of limitations, the Company reduced its tax contingency reserves. The Company also recognized Federal and State income tax credits during these periods and received non-taxable life insurance benefits during the first quarter of 2006. As a result of these adjustments, income tax credits and non-taxable income, the Company's effective tax rate was reduced to 28.3% and 23.5%, respectively, for the three and nine months ended September 30, 2006 and 21.5% and 34.3% for the three and nine months ended September 24, 2005.

NOTE P - SUBSEQUENT EVENT

On October 25, 2006, the Company amended its senior loan and security agreement to reduce the credit spreads applicable for base rate and LIBOR borrowings under the agreement by 0.25% and to reduce the maximum credit spreads that could be applicable to such borrowings by 0.50%.

Page 17

NOTE Q - RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

This Form 10-Q/A for the quarterly period ended September 30, 2006 restates the Company’s consolidated condensed financial statements to reclassify expenses related to our legacy defined benefit pension plan as costs of continuing operations in the Company’s Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2006. This classification error did not affect net income, or net income per share or total cash flow, nor did it affect the Company’s Consolidated Condensed Balance Sheets or Consolidated Condensed Statements of Stockholders' Equity and Comprehensive Income in any period presented.

The Company interpreted Accounting Principles Board Opinion No. 30 to require that pension expenses related to employees of its discontinued textile operations should be classified as a loss from discontinued operations. Based on a subsequent review of its presentation, the Company reclassified these expenses as costs of continuing operations in accordance with the requirements of Statement of Financial Accounting Standards No. 88, as clarified by the answer to Question 37 in the FASB Special Report, “A Guide to Implementation of Statement 88 on Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits: Questions and Answers”.

The Company has also revised its presentation of comprehensive income to prominently display the details of comprehensive income in the Company's Consolidated Condensed Statements of Stockholders' Equity and Comprehensive Income.

As a result of the reclassifications discussed above, modifications were required to previously filed notes to consolidated condensed financial statements as follows: Note F, Note K, Note L and Note O. The following tables present the details of the restatement:

Page 18

SUMMARY OF CHANGES TO CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)


		Nine Months Ended September 30, 2006
		Previously Reported		Adjustments		Restated
Net sales	$	250,825	$	---	$	250,825
Cost of sales		179,317		(286)		179,031

Gross Profit		71,508		286		71,794
Selling and administrative expenses		57,108		---		57,108
Other operating income		(599)		---		(599)
Other operating expense		458				458
Defined benefit pension plan termination expenses		---		3,249		3,249

Operating Income		14,541		(2,963)		11,578

Interest expenses		5,506		---		5,506
Other income		(122)		---		(122)
Other expense		107		---		107

Income from continuing operations before taxes		9,050		(2,963)		6,087
Income tax provision		2,517		(1,087)		1,430

Income from continuing operations		6,533		(1,876)		4,657
Loss from discontinued operations, net of tax		(2,137)		1,876		(261)

Net income	$	4,396	$	---	$	4,396

BASIC EARNINGS (LOSS) PER SHARE:
Continuing operations	$	0.52	$	(0.15)	$	0.37
Discontinued operations		(0.17)		0.15		(0.02)
Net income	$	0.35	$	---	$	0.35

SHARES OUTSTANDING		12,685		12,685		12,685

DILUTED EARNINGS (LOSS) PER SHARE:
Continuing operations	$	0.50	$	(0.14)	$	0.36
Discontinued operations		(0.16)		0.14		(0.02)
Net income	$	0.34	$	---	$	0.34

SHARES OUTSTANDING		12,953		12,953		12,953

DIVIDENDS PER SHARE:
Common Stock		---		---		---
Class B Common Stock		---		---		---

Page 19

SUMMARY OF CHANGES TO CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(dollars in thousands, except per share data)


		Nine Months Ended September 30, 2006
		Previously Reported		Adjustments		Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Income from continuing operations	$	6,533	$	(1,876)	$	4,657
Loss from discontinued operations		(2,137)		1,876		(261)
Net Income	$	4,396	$	---	$	4,396

Segment Information. The Company's ongoing operations are conducted in one line of business, Carpet Manufacturing. Therefore, the Company has one reportable business segment: Carpet Manufacturing. Consolidated net sales and assets reported in the Company's consolidated condensed financial statements pertain to its carpet manufacturing operations. Pension expenses included in income from continuing operations for employees of our discontinued textile business were $2,963 for the nine months ended September 30, 2006. Such employees were terminated in 1999 and prior years.

Page 20

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following is presented to update the discussion of results of operations and financial condition included in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies were outlined in Management's Discussion and Analysis of Results of Operations and Financial Condition in our 2005 Annual Report on Form 10-K filed with the Securities and Exchange Commission. There have been no changes to those critical accounting policies subsequent to the date of that report.

RESULTS OF OPERATIONS

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


	Three Months Ended		Nine Months Ended
	Sept. 30, 2006	Sept. 24, 2005	Sept. 30, 2006 Restated	Sept. 24, 2005
Net sales	100.0 %	100.0 %	100.0 %	100.0 %
Cost of sales	70.3 %	70.7 %	71.4 %	69.4 %


Gross profit	29.7 %	29.3 %	28.6 %	30.6 %
Selling and administrative expenses	22.8 %	25.1 %	22.8 %	24.3 %

Other operating income	(0.0)%	(0.0)%	(0.3)%	(0.1)%
Other operating expense	0.2 %	0.1 %	0.2 %	0.2 %
Defined benefit pension plan termination expenses	0.0 %	0.0 %	1.3 %	0.0 %
Operating income	6.7 %	4.1 %	4.6 %	6.2 %

Net Sales. Net sales for the quarter ended September 30, 2006 were $83.6 million, up 9.1% from net sales of $76.7 million in the year-earlier quarter. Net sales for the first nine months of 2006 were $250.8 million, up 8.7% from net sales of $230.8 million in the first nine months of 2005.

Net sales in our carpet operations increased by 8.2% in the third quarter of 2006 and 9.7% for the first nine months of 2006 compared with the same periods in 2005. During the three and nine month periods ended September 30, 2006, net sales of residential products rose 10.5% and 9.6%, respectively, and net sales of commercial products improved 3.5% and 9.7%, compared with the same periods in 2005. Driven by strong demand for our Dixie Home residential and Masland commercial products, unit sales of broadloom carpet reflected year-over-year growth of 5% in the third quarter and 12% for the first nine months of 2006.

Net sales from our carpet yarn and carpet dyeing and finishing operations represent approximately 5% of our total sales and are not significant to the Company's total business. Net sales from these operations increased approximately 23% in third quarter of 2006 and declined 6% for the first nine months of 2006, compared with the same periods in the prior year.

Cost of Sales. Cost of sales, as a percentage of net sales, decreased 0.4 percentage points in the quarter ended September 30, 2006 compared with the same period in 2005. The decrease is primarily the result of the cost of weather related events in the third quarter of 2005 that did not repeat in 2006 and improved product quality. These improvements more than offset the effect of increases in raw material costs and start up cost of our modular carpet tile operation.

For the first nine months of 2006 cost of sales, as a percentage of net sales, reflected a 2.0 percentage point year-over-year increase. The increase is primarily attributable to expenses in the first half of 2006 related to the start-up of our new tufting and modular/carpet tile operations, product quality issues, termination of the largest of our two defined benefit retirement plans and higher raw material costs. A significant portion of the quality issues were related to outsourcing of tufting production prior to June 2006 when our new North Georgia tufting operation began operating on a full schedule.

Raw material costs were higher in the third quarter and the first nine months of 2006 due to increases in raw material prices in the fourth quarter of 2005 and in July of this year. Selling prices were increased in response to the higher raw material costs; however, it typically takes two to three months to fully implement selling price increases. The full effect of the higher selling prices will not be realized until the fourth quarter of this year.

Page 21

Gross Profit. Gross profit increased $2.4 million in the quarter ended September 30, 2006 and $1.2 million during the first nine months of 2006 compared with the same periods in 2005. The increase in gross profit reflects higher net sales volume and the effect of the factors described above that affected cost of sales as a percentage of net sales.

Selling and Administrative Expenses. Selling and administrative expenses decreased $116 thousand in the third quarter of 2006 and increased $1.0 million for the first nine months of 2006, compared with the same periods in 2005. As a percentage of net sales, these expenses decreased year-over-year in both the third quarter and first nine months of 2006 as a result of higher net sales volume and tight control of discretionary spending.

Other Operating Income/Other Operating Expense. Other operating income and other operating expense were not significant in the third quarter or first nine months of either 2006 or 2005.

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

Operating Income. Operating income was $5.6 million, or 6.7% of sales, in the quarter ended September 30, 2006, compared with $3.2 million, or 4.1% of sales, in the earlier year period. The $2.4 million improvement in operating income is primarily attributable to the higher level of net sales and control of selling and administrative expenses. For the first nine months of 2006, operating income was $11.6 million, or 4.6% of sales compared with $14.4 million, or 6.2% of sales during the same period in 2005. Defined benefit pension plan termination expenses negatively affected operating income in the first nine months of 2006 by 1.3 percentage points. Excluding the effect of the defined benefit pension plan termination expenses on the first nine months of 2006 operating profit improved due to the effect of higher net sales volume and control of selling and administrative expenses.

Interest Expense. Interest expense increased in the third quarter and first nine months of 2006 compared with the same periods in 2005 principally due to higher levels of debt in 2006.

Other Income/Other Expense. Other income and other expense were not significant in the third quarter or first nine months of either 2006 or 2005.

Income Tax Provision. Our effective income tax rate was 28.3% and 23.5%, respectively, for three and nine months ended September 30, 2006, compared with 21.5% and 34.3%, respectively, for the three and nine months ended September 24, 2005. The decrease in the effective income tax rates compared with statutory rates is principally due to reductions in our tax contingency reserve as a result of a federal and state income tax examinations concluded during 2006 and 2005 and expiration of tax statue of limitations. The effective income tax rate was also affected by the level of federal and state income tax credits recognized during the respective periods and the effect of non-taxable life insurance benefits during the first quarter of 2006.

Income From Continuing Operations. Income from continuing operations was $2.7 million, or $0.21 per diluted share, for the quarter ended September 30, 2006 compared with $1.3 million, or $0.10 per diluted share, for the quarter ended September 24, 2005. Income from continuing operations was $4.7 million, or $0.36 per diluted share, for the first nine months of 2006 compared with $6.7 million, or $0.52 per diluted share, for the first nine months of 2005. Income from continuing operations for the first nine months of 2006 was reduced by $2.1 million, net of tax, or $0.14 per diluted share, as a result of settlement expenses to terminate a defined benefit plan in the second quarter of 2006.

Net Income. Discontinued operations reflected a loss of $86 thousand, or $0.01 per diluted share, in the third quarter of 2006 and a loss of $261 thousand, or $0.02 per diluted share, for the first nine months of 2006. In 2005, discontinued operations reflected a loss of $32 thousand, or $0.01 per diluted share, in the third quarter and income of $295 thousand, or $0.02 per diluted share, for the first nine months.

Including discontinued operations, net income was $2.6 million, or $0.20 per diluted share, in the quarter ended September 30, 2006 compared with net income of $1.2 million, or $0.09 per diluted share, for the quarter ended September 24, 2005. For the first nine months of 2006, net income was $4.4 million, or $0.34 per diluted share, compared with $7.0 million, or $0.54 per diluted share, for the first nine months of 2005.

Return to Table of Contents

Page 22

Our product offerings are concentrated in the higher end of the residential and commercial floorcovering markets which we believe have grown faster than the overall carpet industry. Recent softness in the United States’ housing market appears to have reduced new housing starts as well as sales of existing housing. Despite these broad, negative economic trends, our sales increased in the third quarter, first nine months, and into October of this year, compared with same periods in 2005. However, order entry levels, compared to October a year ago, have softened. In addition to the weakness the carpet industry is experiencing, we believe the order entry comparison was affected by selling price increases a year ago that appeared to have significantly increased October 2005 order entry levels. At this time, it is uncertain what long term effect the housing downturn will have on our business.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended September 30, 2006, cash generated from operating activities was $9.2 million and was supplemented by $4.6 million in additional debt and $0.9 million of funds from Common Stock issued under stock option plans. These funds were used to purchase $13.8 million of capital assets and to finance our operations, including additional working capital to support revenue growth and $2.6 million of funds required to terminate a defined benefit retirement plan. $6.5 million of the capital expenditures were financed through equipment financing notes, which bear interest ranging from 6.19% to 6.83%, have terms of five to seven years and are due in monthly installments of principal and interest.

Capital expenditures for the nine month period ended September 30, 2006 were $13.8 million while depreciation and amortization was $8.6 million. We expect capital expenditures to be approximately $16.0 million for fiscal 2006 while depreciation and amortization is expected to be approximately $11.2 million. Capital expenditures in 2006 are primarily related to new tufting equipment and manufacturing technology, including the expenditures to complete our North Georgia tufting facility and to a lesser extent, new information systems.

In May 2006, we amended our senior loan and security agreement to increase the revolving credit portion of the facility by $10.0 million, from $50.0 million to $60.0 million and change certain definitions in the agreement to facilitate the increase in the revolving credit facility. The senior loan and security agreement was further amended on October 25, 2006 to reduce the credit spreads for base rate or LIBOR borrowings under the credit agreement by 0.25% and reduce the maximum credit spreads that could be applicable to such borrowings by 0.50%.

The unused borrowing capacity under our senior loan and credit agreement on September 30, 2006 was approximately $21.1 million.

We believe our operating cash flows and credit availability under our senior loan and credit agreement are adequate to finance our anticipated liquidity requirements.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"). FIN 48 clarified the accounting for uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes." The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on accounting for adjustments of a previously recognized tax position, classification, interest and penalties, taxes in interim periods and disclosures. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are currently in the process of evaluating the impact of FIN 48 on our financial statements.

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

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statement No. 87, 88, 106 and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires recognition of the funded status of defined benefit plans in statements of financial position. It also requires recognition in comprehensive income of changes in the funding status of such plans during the year a change occurs, as well as modifies the timing of reporting and disclosures requirements. SFAS No. 158 is effective for recognition of funding status and disclosure as of the end of the fiscal year ending after December 15, 2006. The measurement of defined benefit plan assets and benefit obligations under SAFS No. 158 is effective for fiscal years ending after December 15, 2008. We do not expect the adoption of SFAS No. 158 to have a material effect on our

Page 23

financial statements. If we had adopted SFAS No. 158 as of December 31, 2005, application of this standard would have decreased other liabilities by approximately $1.0 million and increased accumulated other comprehensive income by approximately $1.0 million. We participate in limited sponsorship of defined benefit plans and defined post-retirement benefit plans (See Note K).

In September 2006, the U.S. Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 eliminates the diversity of practice surrounding how public companies quantify misstatements in prior year financial statements. Staff Accounting Bulletin No. 108 requires quantification of misstatements in prior year financial statements based on the effects of the misstatements on the company's financial statements and the related financial statement disclosures during the period a misstatement is corrected. SAB No. 108 is effective for fiscal years ending after November 15, 2006. We do not expect the adoption of SAB No. 108 to have a material effect on our financial statements.

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140" ("SFAS No. 155") which is effective for fiscal years beginning after September 15, 2006. The statement was issued to clarify the application of FASB Statement No. 133 to beneficial interests in securitized financial assets and to improve the consistency of accounting for similar financial instruments, regardless of the form of the instruments. We do not expect the adoption of SFAS No. 155 to have a material effect on our financial statements.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140" ("SFAS No. 156") which is effective for fiscal years beginning after September 15, 2006. This statement was issued to simplify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. We do not expect the adoption of SFAS No. 156 to have a material effect on our financial statements.

CERTAIN FACTORS AFFECTING THE COMPANY'S PERFORMANCE

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

FORWARD-LOOKING INFORMATION

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

Return to Table of Contents

Page 24

Item 4 - Controls and Procedures

Restatement

See Note Q – “Restatement of Consolidated Condensed Financial Statements”, of Notes to Consolidated Condensed Financial Statements, which fully describes the restatement of our previously issued financial statements to change the presentation of pension costs relating to our discontinued textile business in our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2006. This change in presentation had no impact on previously reported Net Income, Net Income per share, total cash flow, our Balance Sheets or stockholder’s equity. This change in presentation also did not affect our compliance with loan covenants or financial rewards granted to our associates and officers.

Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13(a)-15(e) and 15(d)-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2006, the date of the financial statements included in this Form 10-Q (the “Evaluation Date”). In connection with the restatement described above, we reevaluated the effectiveness of our disclosure controls and procedures.

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

In conducting our reevaluation, we considered the provisions of AS-2, which identifies a restatement as a strong indicator of a material weakness in internal control over financial reporting. We also considered the following additional factors: the facts underlying our original classification of the pension costs that are the subject of our restatement were disclosed in our consolidated financial statements and notes thereto, and our original classification of such pension costs and income tax payments were reviewed with and concurred in by Ernst & Young, LLP, our independent registered public accounting firm. Based on our reevaluation on July 12, 2007, our CEO and CFO concluded that our original classification of such pension costs in our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Cash Flows must be considered, as AS-2 is currently interpreted, a material weakness in our internal control over financial reporting and our disclosure controls and procedures were not effective as of September 30, 2006.

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

Subsequent to March 31, 2007, we remediated the material weakness described above by restating our financial statements to reclassify pension costs related to our discontinued textile business from discontinued operations to continuing operations in our Consolidated Condensed Statements of Operations and Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2006.

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

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

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

Page 25

financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. These inherent limitations are known features of the financial reporting process; therefore, it is not possible to design into the process safeguards to eliminate all risk.

Return to Table of Contents

Page 26


PART II. OTHER INFORMATION


Item 6 - Exhibits
	(a)	Exhibits
		(i)	Exhibits Incorporated by Reference


		(ii)	Exhibits Filed with this Report

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

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

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

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

Return to Table of Contents

Page 27

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: July 13, 2007		By: /s/ GARY A. HARMON
		Gary A. Harmon Vice President and Chief Financial Officer

Date: July 13, 2007		By: /s/ D. EUGENE LASATER
		D. Eugene Lasater Controller

Return to Table of Contents

Page 28