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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 | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.76% | 2.66 | 2.66 | 2.66 | 2.66 | 119 | 14:47:06 |
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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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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
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
o
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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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December 29,
2018 |
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September 29,
2018 |
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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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558
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$
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460
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Accounts receivable, less allowances of $483 and $1,475, respectively
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52,952
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46,537
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Other receivables
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3,905
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342
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Income tax receivable
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18
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38
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Inventories, net
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187,653
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174,983
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Note receivable
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50
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100
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Prepaid expenses and other current assets
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3,602
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2,962
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Total current assets
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248,738
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225,422
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Property, plant and equipment, net of accumulated depreciation of $76,044 and $74,018, respectively
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54,883
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52,114
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Goodwill
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36,597
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33,217
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Intangibles, net
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24,028
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20,498
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Deferred income taxes
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1,924
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1,374
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Equity method investment
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9,399
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8,980
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Other assets
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1,760
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2,004
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Total assets
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$
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377,329
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$
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343,609
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Liabilities and Equity
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Current liabilities:
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Accounts payable
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$
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62,184
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$
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48,008
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Accrued expenses
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18,811
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16,742
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Current portion of contingent consideration
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638
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638
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Current portion of capital lease financing
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5,106
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3,846
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Current portion of long-term debt
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8,176
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6,577
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Total current liabilities
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94,915
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75,811
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Long-term taxes payable
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3,862
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4,259
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Long-term capital lease financing, less current maturities
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11,512
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9,302
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Long-term debt, less current maturities
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109,322
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92,083
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Deferred income taxes
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2,404
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2,132
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Contingent Consideration
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9,644
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9,904
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Other non-current liabilities
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315
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—
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Total liabilities
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$
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231,974
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$
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193,491
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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 6,970,770 and 6,909,446 shares outstanding as of December 29, 2018, and September 29, 2018, respectively
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96
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96
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Additional paid-in capital
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58,663
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61,979
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Retained earnings
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127,539
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128,695
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Accumulated other comprehensive income (loss)
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(236
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)
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136
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Treasury stock —2,676,202 and 2,737,526 shares as of December 29, 2018, and September 29, 2018, respectively
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(40,724
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)
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(40,881
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)
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Equity attributable to Delta Apparel, Inc.
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145,338
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150,025
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Equity attributable to non-controlling interest
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17
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93
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Total equity
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145,355
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150,118
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Total liabilities and equity
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$
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377,329
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$
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343,609
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Three Months Ended
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December 29,
2018 |
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December 30,
2017 |
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Net sales
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$
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101,675
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$
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90,342
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Cost of goods sold
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83,105
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73,972
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Gross profit
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18,570
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16,370
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Selling, general and administrative expenses
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16,784
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14,979
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Other expense (income), net
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1,745
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(347
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)
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Operating income
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41
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1,738
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Interest expense, net
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1,765
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1,334
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(Loss) income before (benefit from) provision for income taxes
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(1,724
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)
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404
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(Benefit from) provision for income taxes
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(499
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)
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10,356
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Consolidated net loss
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(1,225
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)
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(9,952
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Less: Net loss attributable to non-controlling interest
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(76
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)
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—
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Net loss attributable to shareholders
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$
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(1,149
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$
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(9,952
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)
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Basic loss per share
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$
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(0.17
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)
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$
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(1.37
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)
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Diluted loss per share
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$
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(0.17
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$
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(1.37
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)
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Weighted average number of shares outstanding
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6,924
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7,268
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Dilutive effect of stock awards
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—
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—
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Weighted average number of shares assuming dilution
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6,924
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7,268
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Three Months Ended
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December 29,
2018 |
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December 30,
2017 |
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Net loss attributable to shareholders
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$
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(1,149
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)
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$
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(9,952
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)
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Other comprehensive (loss) income related to unrealized (loss) gain on derivatives, net of income tax
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(373
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)
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85
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Consolidated comprehensive loss
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$
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(1,522
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)
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$
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(9,867
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)
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Three Months Ended
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December 29,
2018 |
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December 30,
2017 |
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Operating activities:
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Consolidated net loss
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$
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(1,225
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)
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$
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(9,952
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)
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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2,919
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2,433
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Amortization of deferred financing fees
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78
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76
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(Benefit from) provision for deferred income taxes
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(278
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)
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2,346
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Non-cash stock compensation
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662
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437
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Other, net
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(679
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)
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(300
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)
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Changes in operating assets and liabilities, net of effect of acquisition:
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||||
Accounts receivable, net
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(8,794
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)
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(3,453
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)
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Inventories, net
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(11,543
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)
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46
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Prepaid expenses and other assets
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(504
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)
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(1,252
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)
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Other non-current assets
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(17
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)
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61
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Accounts payable
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13,615
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(1,902
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)
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Accrued expenses
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2,055
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(4,290
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)
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Income taxes
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(377
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)
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8,007
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Other liabilities
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122
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(71
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)
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Net cash used in operating activities
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(3,966
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)
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(7,814
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)
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Investing activities:
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Purchases of property and equipment, net
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(989
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)
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(2,162
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)
|
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Proceeds from sale of Junkfood assets
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—
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1,000
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|
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Proceeds from sale of fixed assets
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—
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1
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Cash paid for business
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(2,000
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)
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—
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|
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Net cash used in investing activities
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(2,989
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)
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(1,161
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)
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||||
Financing activities:
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||||
Proceeds from long-term debt
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114,934
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119,529
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|
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Repayment of long-term debt
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(102,896
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)
|
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(106,424
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)
|
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Repayment of capital financing
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(1,158
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)
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(257
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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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(2,897
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)
|
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Payment of withholding taxes on stock awards
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(2,113
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)
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(945
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)
|
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Net cash provided by financing activities
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7,053
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9,006
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Net increase in cash and cash equivalents
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98
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31
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Cash and cash equivalents at beginning of period
|
460
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|
572
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Cash and cash equivalents at end of period
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$
|
558
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$
|
603
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Supplemental cash flow information:
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Non-cash financing activity - capital lease agreements
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$
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4,628
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|
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$
|
3,050
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Three Months Ended
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||||||||||
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December 29, 2018
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December 30, 2017
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$
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%
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$
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%
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Retail
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$
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1,012
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1
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%
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$
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884
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1
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%
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Ecommerce
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6,826
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7
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%
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5,450
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6
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%
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Wholesale
|
93,837
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|
92
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%
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|
84,008
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|
93
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%
|
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Net Sales
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$
|
101,675
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|
100
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%
|
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$
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90,342
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|
100
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%
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|
First Quarter Fiscal Year 2019
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||||||||
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Net Sales
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Wholesale
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Retail
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Ecommerce
|
|||||
Delta Group
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$
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94,391
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94.0
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%
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0.5
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%
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5.5
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%
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Salt Life Group
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7,284
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73.0
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%
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10.0
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%
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17.0
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%
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Total
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$
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101,675
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|
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|||
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|||||
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First Quarter Fiscal Year 2018
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||||||||
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Net Sales
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Wholesale
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Retail
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Ecommerce
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|||||
Delta Group
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$
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83,924
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94.0
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%
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0.4
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%
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5.6
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%
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Salt Life Group
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6,418
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73.0
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%
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9.0
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%
|
18.0
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%
|
|
Total
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$
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90,342
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|
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As Reported December 29, 2018
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Effect of standard
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Balances without Adoption
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||||||
Accounts receivable, net
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$
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52,952
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|
|
$
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(1,119
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)
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$
|
51,833
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Prepaid expenses and other current assets
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3,602
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(160
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)
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|
3,442
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|
|||
Total Current Assets
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248,738
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|
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(1,279
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)
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|
247,459
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|
|||
Total assets
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377,329
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|
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(1,279
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)
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|
376,050
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|
|||
Accrued liabilities
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18,811
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|
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(1,500
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)
|
|
17,311
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|
|||
Total current liabilities
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94,915
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(1,500
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)
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|
93,415
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|
|||
Total liabilities
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231,974
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|
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(1,500
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)
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|
230,474
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|
|||
Total liabilities and equity
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$
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377,329
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$
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(1,500
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)
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$
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375,829
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Cash
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$
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2,000
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Promissory note
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6,800
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Capital lease financing
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3,000
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Provisional working capital adjustment
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729
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Total consideration
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$
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12,529
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Allocation as of December 29, 2018
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Accounts receivable
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$
|
1,184
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Inventory
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1,127
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Other current assets
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86
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Property, plant, and equipment
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3,400
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Goodwill
|
3,380
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Intangible assets
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4,020
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|
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Accounts payable
|
(668
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)
|
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Consideration paid
|
$
|
12,529
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|
|
December 29,
2018 |
|
September 29,
2018 |
||||
Raw materials
|
$
|
13,707
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|
$
|
9,641
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Work in process
|
14,945
|
|
|
18,327
|
|
||
Finished goods
|
159,001
|
|
|
147,015
|
|
||
|
$
|
187,653
|
|
|
$
|
174,983
|
|
|
December 29,
2018 |
||
Revolving credit facility established March 2011, interest at 7.5% expiring August 2020
|
$
|
5,000
|
|
Term loan established November 2014, interest at 6.0%, payable monthly with a six-year term
|
1,250
|
|
|
Term loan established June 2016, interest at 6.0%, payable monthly with a six-year term
|
995
|
|
|
Term loan established October 2017, interest at 6.0%, payable monthly with a six-year term
|
2,752
|
|
Yarn
|
$
|
39,041
|
|
Finished fabric
|
2,872
|
|
|
Finished products
|
19,770
|
|
|
|
$
|
61,683
|
|
|
|
Three Months Ended
|
||||||
|
|
December 29, 2018
|
|
December 30, 2017
|
||||
Segment net sales:
|
|
|
|
|
||||
Delta Group
|
|
$
|
94,391
|
|
|
$
|
83,924
|
|
Salt Life Group
|
|
7,284
|
|
|
6,418
|
|
||
Total net sales
|
|
$
|
101,675
|
|
|
$
|
90,342
|
|
|
|
|
|
|
||||
Segment operating income:
|
|
|
|
|
||||
Delta Group
|
(1)
|
$
|
2,779
|
|
|
$
|
4,424
|
|
Salt Life Group
|
|
277
|
|
|
223
|
|
||
Total segment operating income
|
|
$
|
3,056
|
|
|
$
|
4,647
|
|
|
Three Months Ended
|
||||||
|
December 29, 2018
|
|
December 30, 2017
|
||||
Segment operating income
|
$
|
3,056
|
|
|
$
|
4,647
|
|
Unallocated corporate expenses
|
3,015
|
|
|
2,909
|
|
||
Unallocated interest expense
|
1,765
|
|
|
1,334
|
|
||
Consolidated (loss) income before provision for income taxes
|
$
|
(1,724
|
)
|
|
$
|
404
|
|
|
Effective Date
|
|
Notational
Amount
|
|
Fixed LIBOR Rate
|
|
Maturity Date
|
Interest Rate Swap
|
July 19, 2017
|
|
$10.0 million
|
|
1.74%
|
|
July 19, 2019
|
Interest Rate Swap
|
July 19, 2017
|
|
$10.0 million
|
|
1.99%
|
|
May 10, 2021
|
Interest Rate Swap
|
July 25, 2018
|
|
$20.0 million
|
|
3.18%
|
|
July 25, 2023
|
◦
|
Level 1
– Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
◦
|
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
|
||||||||||||||
Period Ended
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
||||||||
December 29, 2018
|
$
|
(315
|
)
|
|
—
|
|
|
$
|
(315
|
)
|
|
—
|
|
||
September 29, 2018
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cotton Options
|
|
|
|
|
|
|
|
|
|||||||
December 29, 2018
|
$
|
(190
|
)
|
|
$
|
(190
|
)
|
|
—
|
|
|
—
|
|
||
September 29, 2018
|
(110
|
)
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
|
|
|
|
|
|
||||||||
December 29, 2018
|
$
|
(10,282
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(10,282
|
)
|
||
September 29, 2018
|
(10,542
|
)
|
|
—
|
|
|
—
|
|
|
(10,542
|
)
|
|
December 29,
2018 |
|
September 29,
2018 |
||||
Other assets
|
$
|
—
|
|
|
$
|
182
|
|
Deferred tax assets
|
79
|
|
|
(46
|
)
|
||
Other non-current liabilities
|
(315
|
)
|
|
—
|
|
||
Accumulated other comprehensive (loss) income
|
$
|
(236
|
)
|
|
$
|
136
|
|
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
|
||||
September 30, 2018 to November 3, 2018
|
|
48,749
|
|
|
$18.24
|
|
48,749
|
|
|
|
$11.4
|
million
|
November 4, 2018 to December 1, 2018
|
|
21,600
|
|
|
18.89
|
|
21,600
|
|
|
11.0
|
million
|
|
December 2, 2018 to December 29, 2018
|
|
21,799
|
|
|
18.99
|
|
21,799
|
|
|
10.6
|
million
|
|
Total
|
|
92,148
|
|
|
$18.57
|
|
92,148
|
|
|
|
$10.6
|
million
|
|
December 29, 2018
|
|
September 29, 2018
|
|
|
||||||||||||||||
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Economic Life
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
36,597
|
|
$
|
—
|
|
$
|
36,597
|
|
|
$
|
33,217
|
|
$
|
—
|
|
$
|
33,217
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradename/trademarks
|
$
|
16,090
|
|
$
|
(2,871
|
)
|
$
|
13,219
|
|
|
$
|
16,090
|
|
$
|
(2,736
|
)
|
$
|
13,354
|
|
|
20 – 30 yrs
|
Customer relationships
|
8,500
|
|
(476
|
)
|
8,024
|
|
|
4,500
|
|
(253
|
)
|
4,247
|
|
|
8 – 10 yrs
|
||||||
Technology
|
1,720
|
|
(1,150
|
)
|
570
|
|
|
1,720
|
|
(1,105
|
)
|
615
|
|
|
10 yrs
|
||||||
License agreements
|
2,100
|
|
(552
|
)
|
1,548
|
|
|
2,100
|
|
(527
|
)
|
1,573
|
|
|
15 – 30 yrs
|
||||||
Non-compete agreements
|
1,657
|
|
(990
|
)
|
667
|
|
|
1,637
|
|
(928
|
)
|
709
|
|
|
4 – 8.5 yrs
|
||||||
Total intangibles
|
$
|
30,067
|
|
$
|
(6,039
|
)
|
$
|
24,028
|
|
|
$
|
26,047
|
|
$
|
(5,549
|
)
|
$
|
20,498
|
|
|
|
•
|
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;
|
•
|
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;
|
•
|
our ability to successfully open and operate new retail stores in a timely and cost-effective manner;
|
•
|
changes in economic, political or social stability at our offshore locations;
|
•
|
significant interruptions or disruptions within our manufacturing, distribution or other operations;
|
•
|
our ability to attract and retain key management;
|
•
|
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, fuel and related costs;
|
•
|
material disruptions in our information systems related to our business operations;
|
•
|
compromises of our data security;
|
•
|
significant litigation in either domestic or international jurisdictions;
|
•
|
recalls, claims and negative publicity associated with product liability issues;
|
•
|
the ability to protect our trademarks and other intellectual property;
|
•
|
the impairment of acquired intangible assets;
|
•
|
changes in international trade regulations;
|
•
|
our ability to comply with trade regulations;
|
•
|
changes in employment laws or regulations or our relationship with employees;
|
•
|
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; and
|
•
|
price volatility in our shares and the general volatility of the stock market.
|
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
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
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
|
February 4, 2019
|
By:
|
/s/ Deborah H. Merrill
|
|
|
|
Deborah H. Merrill
Chief Financial Officer and President, Delta Group |
1 Year Delta Apparel Chart |
1 Month Delta Apparel Chart |
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