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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Delta Apparel Inc | AMEX:DLA | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.11 | 8.03% | 1.48 | 1.58 | 1.4524 | 1.50 | 13,718 | 21:47:09 |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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GEORGIA
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58-2508794
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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322 South Main Street
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Greenville, SC
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29601
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
o
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Emerging growth company
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(Do not check if a smaller reporting company)
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Page
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Exhibits
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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PART 1.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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April 1,
2017 |
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October 1,
2016 |
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Assets
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Current assets:
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Cash and cash equivalents
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$
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686
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$
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397
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Accounts receivable, less allowances of $2,415 and $1,978, respectively
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59,598
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63,609
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Income tax receivable
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328
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86
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Inventories, net
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180,699
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164,247
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Note receivable
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2,850
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—
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Prepaid expenses and other current assets
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4,097
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4,145
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Total current assets
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248,258
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232,484
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Property, plant and equipment, net of accumulated depreciation of $66,118 and $63,585, respectively
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43,060
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43,503
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Goodwill
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19,917
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36,729
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Intangibles, net
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16,601
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20,922
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Deferred income taxes
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3,800
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5,246
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Other assets
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5,755
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5,768
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Total assets
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$
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337,391
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$
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344,652
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Liabilities and Shareholders’ Equity
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Current liabilities:
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Accounts payable
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$
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63,854
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$
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51,395
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Accrued expenses
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16,832
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21,706
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Current portion of long-term debt
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8,172
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9,192
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Total current liabilities
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88,858
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82,293
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Long-term debt, less current maturities
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89,203
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106,603
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Other liabilities
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2,281
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1,241
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Contingent consideration
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2,300
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2,500
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Total liabilities
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$
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182,642
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$
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192,637
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Shareholders’ equity:
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Preferred stock—$0.01 par value, 2,000,000 shares authorized, none issued and outstanding
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—
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—
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Common stock —$0.01 par value, 15,000,000 shares authorized, 9,646,972 shares issued, and 7,586,675 and 7,609,727 shares outstanding as of April 1, 2017 and October 1, 2016, respectively
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96
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96
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Additional paid-in capital
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60,540
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60,847
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Retained earnings
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120,621
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116,679
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Accumulated other comprehensive loss
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(30
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)
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(112
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)
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Treasury stock —2,060,297 and 2,037,245 shares as of April 1, 2017 and October 1, 2016, respectively
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(26,478
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)
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(25,495
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)
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Total shareholders’ equity
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154,749
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152,015
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Total liabilities and shareholders' equity
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$
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337,391
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$
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344,652
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Three Months Ended
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Six Months Ended
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April 1,
2017 |
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April 2,
2016 |
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April 1,
2017 |
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April 2,
2016 |
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Net sales
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$
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104,138
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$
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109,160
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$
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189,473
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$
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199,331
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Cost of goods sold
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79,908
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83,434
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147,685
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154,736
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Gross profit
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24,230
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25,726
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41,788
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44,595
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Selling, general and administrative expenses
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18,250
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20,032
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35,559
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36,916
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Change in fair value of contingent consideration
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(100
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)
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(100
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(200
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)
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(300
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)
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Gain on sale of business
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(1,295
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)
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—
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(1,295
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)
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—
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Other income, net
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(145
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)
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(137
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)
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(267
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)
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(177
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)
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Operating income
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7,520
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5,931
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7,991
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8,156
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Interest expense, net
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1,312
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1,396
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2,613
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2,671
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Income before provision for income taxes
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6,208
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4,535
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5,378
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5,485
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Provision for income taxes
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1,661
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1,099
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1,436
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1,369
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Net income
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$
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4,547
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$
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3,436
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$
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3,942
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$
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4,116
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Basic earnings per share
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$
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0.60
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$
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0.44
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$
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0.52
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$
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0.53
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Diluted earnings per share
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$
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0.58
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$
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0.43
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$
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0.50
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$
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0.52
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Weighted average number of shares outstanding
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7,600
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7,735
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7,599
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7,748
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Dilutive effect of stock options and awards
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245
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229
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271
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211
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Weighted average number of shares assuming dilution
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7,845
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7,964
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7,870
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7,959
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Three Months Ended
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Six Months Ended
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April 1,
2017 |
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April 2,
2016 |
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April 1,
2017 |
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April 2,
2016 |
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Net income
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$
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4,547
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$
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3,436
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$
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3,942
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$
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4,116
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Other comprehensive income (loss) related to unrealized gain (loss) on derivatives, net of income tax
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33
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(33
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)
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82
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193
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||||
Comprehensive income
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$
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4,580
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$
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3,403
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$
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4,024
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$
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4,309
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Six Months Ended
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April 1,
2017 |
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April 2,
2016 |
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Operating activities:
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Net income
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$
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3,942
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$
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4,116
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Adjustments to reconcile net income to net cash used in operating activities:
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Depreciation and amortization
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4,866
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4,745
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Amortization of deferred financing fees
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170
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250
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Excess tax benefits from stock awards
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(106
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)
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(89
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)
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Provision for deferred income taxes
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1,446
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1,283
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Gain on sale of Junkfood assets
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(1,295
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)
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—
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Non-cash stock compensation
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768
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952
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Change in the fair value of contingent consideration
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(200
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)
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(300
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)
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Loss on disposal of equipment
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1
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28
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Changes in operating assets and liabilities:
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||||
Accounts receivable, net
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4,011
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2,543
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Inventories, net
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(19,930
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)
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(15,287
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)
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Prepaid expenses and other assets
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(421
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)
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(2,469
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)
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Other non-current assets
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(165
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)
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266
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Accounts payable
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12,447
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2,659
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Accrued expenses
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(5,622
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)
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(4,319
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)
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Income taxes
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(136
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)
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130
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Other liabilities
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69
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139
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Net cash used in operating activities
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(155
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)
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(5,353
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)
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Investing activities:
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Purchases of property and equipment, net
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(3,712
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)
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(4,996
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)
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Proceeds from sale of Junkfood assets
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25,000
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|
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—
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Proceeds from sale of fixed assets
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—
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21
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Net cash provided by (used in) investing activities
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21,288
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(4,975
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)
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Financing activities:
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Proceeds from long-term debt
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221,510
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|
237,765
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|
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Repayment of long-term debt
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(239,930
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)
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(224,950
|
)
|
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Repayment of capital financing
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(274
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)
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|
(153
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)
|
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Repurchase of common stock
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(1,714
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)
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(1,818
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)
|
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Payment of withholding taxes on stock awards
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(542
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)
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|
(163
|
)
|
||
Excess tax benefits from stock awards
|
106
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|
|
89
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|
||
Net cash (used in) provided by financing activities
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(20,844
|
)
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|
10,770
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|
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Net increase in cash and cash equivalents
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289
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|
|
442
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Cash and cash equivalents at beginning of period
|
397
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|
|
300
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|
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Cash and cash equivalents at end of period
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$
|
686
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$
|
742
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Supplemental cash flow information:
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Cash paid during the period for interest
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$
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2,379
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$
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2,104
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Cash paid during the period for income taxes, net of refunds received
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$
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140
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$
|
75
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Non-cash financing activity - capital lease agreements
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$
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1,619
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$
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1,374
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Non-cash financing activity - note receivable
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$
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2,850
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|
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$
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—
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Fiscal Year Ended
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October 1, 2016
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Excess manufacturing costs related to the shutdown and start-up operations
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$
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1,096
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Total expenses included in cost of goods sold
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1,096
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Employee termination costs
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|
597
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Fixed asset impairment
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|
607
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Inventory and supply part impairment
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144
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Other costs to exit facility
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393
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Total restructuring costs
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1,741
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Total manufacturing realignment expenses
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$
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2,837
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April 1,
2017 |
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October 1,
2016 |
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Raw materials
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$
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9,271
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$
|
11,442
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Work in process
|
16,568
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18,158
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Finished goods
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154,860
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|
|
134,647
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|
$
|
180,699
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|
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$
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164,247
|
|
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April 1,
2017 |
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Revolving credit facility established March, 2011, interest at 8.0% due March, 2019
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$
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4,913
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Term loan established March, 2011, interest at 7.0%, payable monthly with a seven-year term
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$
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973
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Term loan established November, 2014, interest at 7.5%, payable monthly with a six-year term
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$
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2,300
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Term loan established June, 2016, interest at 8.0%, payable monthly with a six-year term
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$
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1,504
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Term loan established June, 2016, interest at 8.0%, payable monthly with a six-year term
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$
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4,333
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Yarn
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$
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10,237
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Finished fabric
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4,006
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Finished products
|
17,819
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$
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32,062
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Three Months Ended
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||||||
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April 1, 2017
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April 2, 2016
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Segment net sales:
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Basics
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$
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70,811
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$
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69,840
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Branded
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33,327
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|
|
39,320
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Total net sales
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104,138
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|
|
109,160
|
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||||
Segment operating income:
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|
||||
Basics
|
7,560
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|
|
6,691
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|
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Branded
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2,780
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|
|
2,569
|
|
||
Total segment operating income
|
10,340
|
|
|
9,260
|
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|
Six Months Ended
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||||||
|
April 1, 2017
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|
April 2, 2016
|
||||
Segment net sales:
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|
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|
||||
Basics
|
$
|
131,647
|
|
|
$
|
131,355
|
|
Branded
|
57,826
|
|
|
67,976
|
|
||
Total net sales
|
189,473
|
|
|
199,331
|
|
||
|
|
|
|
||||
Segment operating income:
|
|
|
|
||||
Basics
|
12,248
|
|
|
12,460
|
|
||
Branded
|
1,776
|
|
|
1,816
|
|
||
Total segment operating income
|
14,024
|
|
|
14,276
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
April 1, 2017
|
|
April 2, 2016
|
|
April 1, 2017
|
|
April 2, 2016
|
||||||||
Segment operating income
|
$
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10,340
|
|
|
$
|
9,260
|
|
|
$
|
14,024
|
|
|
$
|
14,276
|
|
Unallocated corporate expenses
|
2,820
|
|
|
3,329
|
|
|
6,033
|
|
|
6,120
|
|
||||
Unallocated interest expense
|
1,312
|
|
|
1,396
|
|
|
2,613
|
|
|
2,671
|
|
||||
Consolidated income before provision for income taxes
|
$
|
6,208
|
|
|
$
|
4,535
|
|
|
$
|
5,378
|
|
|
$
|
5,485
|
|
|
Effective Date
|
|
Notational
Amount
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Fixed LIBOR Rate
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Maturity Date
|
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Interest Rate Swap
|
September 9, 2013
|
|
$15 million
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|
1.6480
|
%
|
|
September 11, 2017
|
Interest Rate Swap
|
September 19, 2013
|
|
$15 million
|
|
1.4490
|
%
|
|
September 19, 2017
|
◦
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Level 1
– Quoted prices (unadjusted) in active markets for identical assets or liabilities.
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◦
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Level 2
– Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less active.
|
◦
|
Level 3
– Unobservable inputs that are supported by little or
no
market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.
|
|
Fair Value Measurements Using
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||||||||||||||
Period Ended
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
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|
Significant
Unobservable
Inputs
(Level 3)
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||||||||
Interest Rate Swaps
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|
|
|
|
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|
||||||||
April 1, 2017
|
$
|
(47
|
)
|
|
—
|
|
|
$
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(47
|
)
|
|
—
|
|
||
October 1, 2016
|
$
|
(182
|
)
|
|
—
|
|
|
$
|
(182
|
)
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||||
Cotton Options
|
|
|
|
|
|
|
|
|
|||||||
April 1, 2017
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
|
—
|
|
|
—
|
|
||
October 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
|
|
|
|
|
|
||||||||
April 1, 2017
|
$
|
(2,300
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(2,300
|
)
|
||
October 1, 2016
|
$
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(2,500
|
)
|
|
April 1,
2017 |
|
October 1,
2016 |
||||
Deferred tax assets
|
18
|
|
|
70
|
|
||
Accrued expenses
|
(47
|
)
|
|
(182
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(29
|
)
|
|
$
|
(112
|
)
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans
|
||||
January 1, 2017 to February 4, 2017
|
|
—
|
|
|
$0.00
|
|
—
|
|
|
|
$8.3
|
million
|
February 5, 2017 to March 4, 2017
|
|
—
|
|
|
$0.00
|
|
—
|
|
|
|
$8.3
|
million
|
March 5, 2017 to April 1, 2017
|
|
49,400
|
|
|
$16.24
|
|
49,400
|
|
|
|
$7.5
|
million
|
Total
|
|
49,400
|
|
|
$16.24
|
|
49,400
|
|
|
|
$7.5
|
million
|
|
April 1, 2017
|
|
October 1, 2016
|
|
|
||||||||||||||||
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Economic Life
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
19,917
|
|
$
|
—
|
|
$
|
19,917
|
|
|
$
|
36,729
|
|
$
|
—
|
|
$
|
36,729
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradename/trademarks
|
$
|
16,090
|
|
$
|
(1,922
|
)
|
$
|
14,168
|
|
|
$
|
17,620
|
|
$
|
(2,514
|
)
|
$
|
15,106
|
|
|
20 – 30 yrs
|
Customer relationships
|
—
|
|
—
|
|
—
|
|
|
7,220
|
|
(4,016
|
)
|
3,204
|
|
|
20 yrs
|
||||||
Technology
|
1,220
|
|
(886
|
)
|
334
|
|
|
1,220
|
|
(826
|
)
|
394
|
|
|
10 yrs
|
||||||
License agreements
|
2,100
|
|
(372
|
)
|
1,728
|
|
|
2,100
|
|
(320
|
)
|
1,780
|
|
|
15 – 30 yrs
|
||||||
Non-compete agreements
|
1,037
|
|
(666
|
)
|
371
|
|
|
1,287
|
|
(849
|
)
|
438
|
|
|
4 – 8.5 yrs
|
||||||
Total intangibles
|
$
|
20,447
|
|
$
|
(3,846
|
)
|
$
|
16,601
|
|
|
$
|
29,447
|
|
$
|
(8,525
|
)
|
$
|
20,922
|
|
|
|
•
|
the volatility and uncertainty of cotton and other raw material prices;
|
•
|
the general U.S. and international economic conditions;
|
•
|
the competitive conditions in the apparel industry;
|
•
|
restrictions on our ability to borrow capital or service our indebtedness;
|
•
|
the inability to successfully implement or achieve the expected cost savings associated with
certain strategic initiatives;
|
•
|
deterioration in the financial condition of our customers and suppliers and changes in the operations and strategies of our customers and suppliers;
|
•
|
our ability to predict or react to changing consumer preferences or trends;
|
•
|
pricing pressures and the implementation of cost reduction strategies;
|
•
|
changes in economic, political or social stability at our offshore locations;
|
•
|
our ability to attract and retain key management;
|
•
|
the effect of unseasonable weather conditions on purchases of our products;
|
•
|
significant changes in our effective tax rate;
|
•
|
interest rate fluctuations increasing our obligations under our variable rate indebtedness;
|
•
|
the ability to raise additional capital;
|
•
|
the ability to grow, achieve synergies and realize the expected profitability of acquisitions;
|
•
|
the volatility and uncertainty of energy and fuel prices;
|
•
|
material disruptions in our information systems related to our business operations;
|
•
|
data security or privacy breaches;
|
•
|
significant interruptions within our manufacturing or distribution operations;
|
•
|
changes in or our ability to comply with safety, health and environmental regulations;
|
•
|
significant litigation in either domestic or international jurisdictions:
|
•
|
the ability to protect our trademarks and other intellectual property;
|
•
|
the ability to obtain and renew our significant license agreements;
|
•
|
the impairment of acquired intangible assets;
|
•
|
changes in ecommerce laws and regulations;
|
•
|
changes in international trade regulations;
|
•
|
changes in employment laws or regulations or our relationship with employees;
|
•
|
cost increases and reduction in future profitability due to recent healthcare legislation;
|
•
|
foreign currency exchange rate fluctuations;
|
•
|
violations of manufacturing standards or labor laws or unethical business practices by our suppliers and independent contractors;
|
•
|
the illiquidity of our shares;
|
•
|
price volatility in our shares and the general volatility of the stock market; and
|
•
|
the costs required to comply with the regulatory landscape regarding public company governance and disclosure.
|
Item 4.
|
Controls and Procedures
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
10.1
|
|
Form of Performance Unit Award Agreement
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
DELTA APPAREL, INC.
(Registrant)
|
Date
|
May 8, 2017
|
By:
|
/s/ Deborah H. Merrill
|
|
|
|
Deborah H. Merrill
Chief Financial Officer and President, Delta Basics |
1 Year Delta Apparel Chart |
1 Month Delta Apparel Chart |
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