UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| þ |
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QUARTERLY REPORT PURSUANT FTO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 29, 2007
OR
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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 |
For the transition period from to
Commission File Number 1-15583
DELTA APPAREL, INC.
(Exact name of registrant as specified in its charter)
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| GEORGIA
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58-2508794 |
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 2750 Premiere Parkway, Suite 100 |
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| Duluth, Georgia
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30097 |
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| (Address of principal executive offices)
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(Zip Code) |
(678) 775-6900
(Registrant’s telephone number, including area code)
(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.
Yes þ No o.
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.
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2 of the Exchange Act).
Yes o No þ.
As of October 26, 2007, there were outstanding 8,496,749 shares of the registrant’s common stock,
par value of $0.01, which is the only class of the outstanding common or voting stock of the
registrant.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DELTA APPAREL, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share amounts and per share data)
(Unaudited)
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September 29, |
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June 30, |
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2007 |
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2007 |
|
Assets |
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|
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Current assets: |
|
|
|
|
|
|
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Cash |
|
$ |
534 |
|
|
$ |
792 |
|
Accounts receivable, net |
|
|
38,043 |
|
|
|
46,444 |
|
Income taxes receivable |
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|
754 |
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|
2,192 |
|
Inventories, net |
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|
129,615 |
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|
124,604 |
|
Prepaid expenses and other current assets |
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|
3,314 |
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|
2,597 |
|
Deferred income taxes |
|
|
2,959 |
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|
1,891 |
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|
|
|
|
|
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Total current assets |
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175,219 |
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178,520 |
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Property, plant and equipment, net |
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32,926 |
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29,407 |
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Goodwill |
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14,222 |
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|
14,222 |
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Intangibles, net |
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7,969 |
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|
8,091 |
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Other assets |
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2,740 |
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|
2,550 |
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Total assets |
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$ |
233,076 |
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|
$ |
232,790 |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
29,637 |
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$ |
35,906 |
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Accrued expenses |
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15,533 |
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19,042 |
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Current portion of long-term debt |
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5,270 |
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2,927 |
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Total current liabilities |
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50,440 |
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57,875 |
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Long-term debt, less current maturities |
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78,251 |
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70,491 |
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Deferred income taxes |
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|
805 |
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|
749 |
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Other liabilities |
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|
205 |
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|
6 |
|
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|
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Total liabilities |
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129,701 |
|
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129,121 |
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Stockholders’ equity: |
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Preferred stock—2,000,000 shares
authorized; none issued and outstanding |
|
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— |
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— |
|
Common stock—par value $.01 a share,
15,000,000 shares authorized,
9,646,972 shares issued, and 8,496,749
and 8,398,395
shares outstanding as of September 29,
2007 and June 30, 2007,
respectively |
|
|
96 |
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|
96 |
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Additional paid-in capital |
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56,637 |
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55,510 |
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Retained earnings |
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56,265 |
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58,235 |
|
Accumulated other comprehensive (loss) income |
|
|
(123 |
) |
|
|
140 |
|
Treasury stock—1,150,223 and 1,248,577
shares as of September 29,
2007 and June 30, 2007, respectively |
|
|
(9,500 |
) |
|
|
(10,312 |
) |
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|
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Total stockholders’ equity |
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|
103,375 |
|
|
|
103,669 |
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|
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Total liabilities and stockholders’ equity |
|
$ |
233,076 |
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|
$ |
232,790 |
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|
|
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|
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|
See accompanying notes to condensed consolidated financial statements.
3
DELTA APPAREL, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Amounts in thousands, except share amounts and per share data)
(Unaudited)
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Three Months Ended |
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September 29, |
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September 30, |
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2007 |
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2006 |
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|
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Net sales |
|
$ |
72,562 |
|
|
$ |
62,680 |
|
Cost of goods sold |
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59,571 |
|
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|
45,344 |
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Gross profit |
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12,991 |
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17,336 |
|
|
|
|
|
|
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Selling, general and administrative expenses |
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14,203 |
|
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|
13,898 |
|
Restructuring costs |
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|
62 |
|
|
|
— |
|
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|
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Operating (loss) income |
|
|
(1,274 |
) |
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|
3,438 |
|
|
|
|
|
|
|
|
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Other income, net |
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|
82 |
|
|
|
51 |
|
Interest expense, net |
|
|
1,470 |
|
|
|
947 |
|
|
|
|
|
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|
(Loss) income before (benefit)
provision for income taxes and extraordinary gain |
|
|
(2,662 |
) |
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2,542 |
|
|
|
|
|
|
|
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|
(Benefit) provision for income taxes |
|
|
(1,114 |
) |
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|
967 |
|
|
|
|
|
|
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|
(Loss) income before extraordinary gain |
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(1,548 |
) |
|
|
1,575 |
|
|
|
|
|
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Extraordinary gain, net of income taxes |
|
|
— |
|
|
|
672 |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,548 |
) |
|
$ |
2,247 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
Basic (loss) earnings per share |
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|
|
|
|
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|
(Loss) income before extraordinary gain |
|
$ |
(0.18 |
) |
|
$ |
0.18 |
|
Extraordinary gain, net of income taxes |
|
|
— |
|
|
|
0.08 |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(0.18 |
) |
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted (loss) earnings per share |
|
|
|
|
|
|
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|
(Loss) income before extraordinary gain |
|
$ |
(0.18 |
) |
|
$ |
0.18 |
|
Extraordinary gain, net of income taxes |
|
|
— |
|
|
|
0.08 |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(0.18 |
) |
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Weighted average number of shares outstanding |
|
|
8,430 |
|
|
|
8,546 |
|
Dilutive effect of stock options |
|
|
— |
|
|
|
144 |
|
|
|
|
|
|
|
|
Weighted average number of shares assuming dilution |
|
|
8,430 |
|
|
|
8,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cash dividends declared per common share |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
See accompanying notes to condensed consolidated financial statements.
4
DELTA APPAREL, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
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Three Months Ended |
|
| |
|
September 29, |
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September 30, |
|
| |
|
2007 |
|
|
2006 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,548 |
) |
|
$ |
2,247 |
|
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,375 |
|
|
|
1,189 |
|
Deferred income taxes |
|
|
(2,260 |
) |
|
|
(717 |
) |
Gain on disposal and impairment of property |
|
|
— |
|
|
|
(17 |
) |
Extraordinary gain on earn-out payment |
|
|
— |
|
|
|
(672 |
) |
Non-cash stock compensation |
|
|
507 |
|
|
|
1,000 |
|
Changes in operating assets and liabilities, net
of effect of acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
8,401 |
|
|
|
11,293 |
|
Inventories |
|
|
(5,011 |
) |
|
|
(2,234 |
) |
Prepaid expenses and other current assets |
|
|
(717 |
) |
|
|
234 |
|
Other non-current assets |
|
|
(190 |
) |
|
|
(1 |
) |
Accounts payable and accrued expenses |
|
|
(8,347 |
) |
|
|
(10,311 |
) |
Income taxes |
|
|
2,686 |
|
|
|
236 |
|
Other liabilities |
|
|
(32 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by operating
activities |
|
|
(5,136 |
) |
|
|
2,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(4,771 |
) |
|
|
(1,042 |
) |
Proceeds from sale of property, plant and equipment |
|
|
— |
|
|
|
20 |
|
Cash paid for business, net of cash acquired |
|
|
— |
|
|
|
(334 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(4,771 |
) |
|
|
(1,356 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from long-term debt |
|
|
99,608 |
|
|
|
48,306 |
|
Repayment of long-term debt |
|
|
(89,539 |
) |
|
|
(48,590 |
) |
Treasury stock acquired |
|
|
— |
|
|
|
(506 |
) |
Dividends paid |
|
|
(420 |
) |
|
|
(427 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
9,649 |
|
|
|
(1,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash |
|
|
(258 |
) |
|
|
(327 |
) |
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
|
792 |
|
|
|
642 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
534 |
|
|
$ |
315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
$ |
1,373 |
|
|
$ |
811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash (refunded) paid during the period for income taxes |
|
$ |
(1,704 |
) |
|
$ |
1,247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash financing activity—issuance of common stock |
|
$ |
1,704 |
|
|
$ |
90 |
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
5
DELTA APPAREL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, unless otherwise noted and excluding share and per share amounts)
Note A—Basis of Presentation
We prepared the accompanying interim condensed consolidated financial statements in accordance with
the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. We believe these condensed consolidated financial statements
reflect all adjustments (consisting of only normal recurring accruals) considered necessary for a
fair presentation. Operating results for the three months ended September 29, 2007 are not
necessarily indicative of the results that may be expected for our fiscal year ending June 28,
2008. For more information regarding our results of operations and financial position refer to the
consolidated financial statements and footnotes included in our Form 10-K for the year ended June
30, 2007, filed with the Securities and Exchange Commission.
“Delta Apparel,” the “Company,” and “we,” “us” and “our” are used interchangeably to refer to Delta
Apparel, Inc. together with our wholly-owned subsidiaries, M. J. Soffe Co. (“M. J. Soffe”, or
“Soffe”), Junkfood Clothing Company (“Junkfood”), and our other subsidiaries, as appropriate to the
context.
Note B—Accounting Policies
Our accounting policies are consistent with those described in our Summary of Significant
Accounting Policies in our Form 10-K for the year ended June 30, 2007 filed with the Securities and
Exchange Commission.
Note C—New Accounting Standards
In September 2006, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 157,
Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for
measuring fair value under generally accepted accounting principles, and expands disclosures about
fair value measurements. SFAS 157 applies to other accounting pronouncements that require or permit
fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007,
and for interim periods within those fiscal years. We are currently evaluating the effect that the
adoption of SFAS 157 will have on our financial position and results of operations and do not
expect that the adoption of this statement will have a material impact on our financial statements.
In February 2006, the FASB issued FASB Statement No. 155, Accounting for Certain Hybrid Financial
Instruments — an amendment of FASB Statements No. 133 and 140 (“SFAS 155”). SFAS 155 permits an
entity to measure at fair value any financial instrument that contains an embedded derivative that
otherwise would be required to be divided and accounted for separately under FASB Statement No.
133. SFAS 155 is effective for fiscal years beginning after September 15, 2006. We adopted SFAS
155 on July 1, 2007 and the adoption had no material impact on our financial position and results
of operations.
In June 2006, the FASB issued FASB Interpretation 48, Accounting for Uncertainty in Income Taxes
(“Interpretation 48”). Interpretation 48 provides clarifying guidance on the accounting for
uncertainty in income taxes recognized in financial statements in accordance with SFAS 109,
Accounting for Income Taxes, and prescribes recognition and measurement guidance in determining
amounts to be recorded in the financial statements. This Interpretation applies to all
income-based tax items and is effective for fiscal years beginning after December 15, 2006. We
adopted Interpretation 48 on July 1, 2007 and the adoption had no material impact on our financial
position and results of operations. See Note M for additional information on the adoption of
Interpretation 48.
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”), which permits companies to choose to measure certain
financial instruments and certain other items at fair value. The standard requires that unrealized
gains and losses on items for which the fair value option has been elected be reported in earnings.
SFAS 159 is effective for fiscal years beginning after November 15, 2007. We are currently
6
evaluating the effect that the adoption of SFAS 159 will have on our financial position and results
of operations and do not expect the adoption of this statement will have a material impact on our
financial statements.
Note D—Inventories
Inventories consist of the following:
| |
|
|
|
|
|
|
|
|
| |
|
September 29, |
|
|
June 30, |
|
| |
|
2007 |
|
|
2007 |
|
Raw materials |
|
$ |
11,004 |
|
|
$ |
11,922 |
|
Work in process |
|
|
28,835 |
|
|
|
27,723 |
|
Finished goods |
|
|
89,776 |
|
|
|
84,959 |
|
|
|
|
|
|
|
|
|
|
$ |
129,615 |
|
|
$ |
124,604 |
|
|
|
|
|
|
|
|
Raw materials at September 29, 2007 and June 30, 2007 include finished yarn and direct materials
for the activewear segment and include finished yarn, direct materials and blank t-shirts for the
retail-ready segment.
Note E—Goodwill and Intangible Assets
Components of intangible assets are as follows:
| |
|
|
|
|
|
|
|
|
| |
|
September 29, |
|
|
Economic |
|
| |
|
2007 |
|
|
Life |
|
Goodwill |
|
$ |
14,222 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
Intangibles: |
|
|
|
|
|
|
|
|
Tradename/trademarks |
|
|
1,530 |
|
|
20 yrs |
Customer relationships |
|
|
7,220 |
|
|
20 yrs |
Non-compete agreements |
|
|
250 |
|
|
5 yrs |
|
|
|
|
|
|
|
|
Total intangibles |
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total goodwill and intangibles |
|
|
23,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization |
|
|
(1,031 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for intangible assets was $122,000 for the three months ended September 29,
2007. We estimate amortization expense will be approximately $366,000 for the remainder of fiscal
year 2008, $488,000 for each of the fiscal years 2009 and 2010, and approximately $438,000 in
succeeding fiscal years.
Note F—Debt
On September 21, 2007, Delta Apparel, Junkfood and M. J. Soffe Co. entered into a Third Amended and
Restated Loan and Security Agreement (the “Amended Loan Agreement”) with Wachovia Bank, National
Association, as Agent, and the financial institutions named in the Amended Loan Agreement as
Lenders.
Pursuant to the Amended Loan Agreement, the maturity of the loans under the previously existing
credit facility was extended to September 21, 2012, and the line of credit available was increased
to $100 million (subject to borrowing base limitations based on the value and type of collateral
provided), which represents an increase of $10 million in the amount that was previously available
under the credit facility. Under the Amended Loan Agreement, provided that no event of default
exists, we have the option to increase the maximum credit available under the facility to $110
million (subject to borrowing base limitations based on the value and type of collateral provided),
conditioned upon the Agent’s ability to secure additional commitments and customary closing
conditions.
The credit facility is secured by a first-priority lien on substantially all of the real and
personal property of Delta Apparel,
7
Junkfood, and Soffe. All loans under the credit agreement bear
interest at rates based on an adjusted LIBOR rate plus an applicable margin or a bank’s prime rate
plus an applicable margin. The facility requires monthly installment payments of approximately
$194,000 per month in connection with fixed asset amortizations, and these amounts reduce the
amount of
availability under the facility. Annual facility fees are .25% of the amount by which $100 million
exceeds the average daily principal balance of the outstanding loans and letters of credit
accommodations during the immediately preceding month.
Our new facility includes the financial covenant that our Fixed Charge Coverage Ratio (as defined
in the Amended Loan Agreement) for the preceding 12 month period must not be less than 1.10 to 1.0
and otherwise includes customary conditions to funding, covenants, and events of default. Proceeds
of the loans may be used for general operating, working capital, and other corporate purposes, and
to finance fees and expenses under the facility.
Our credit facility contains limitations on, or prohibitions of, cash dividends. We are allowed to
make cash dividends in amounts such that the aggregate amount paid to shareholders since May 16,
2000 does not exceed twenty-five percent (25%) of our cumulative net income calculated from May 16,
2000 to the date of determination. At September 29, 2007 and June 30, 2007 there was $9.8 million
and $10.6 million, respectively, of retained earnings free of restrictions for the payment of
dividends.
The credit facility contains a subjective acceleration clause and a “springing” lockbox arrangement
(as defined in EITF 95-22), whereby remittances from customers will be forwarded to our general
bank account and will not reduce the outstanding debt until and unless a specified event or an
event of default occurs. Pursuant to EITF 95-22, we classify borrowings under the new facility as
noncurrent debt.
In addition to the credit facility with Wachovia Bank, National Association, we have a seller note
payable to the former Junkfood shareholders pursuant to the Asset Purchase Agreement dated as of
August 22, 2005. The seller note bears interest at 9%, is payable quarterly, and has a three-year
term. During the quarter ended September 29, 2007, we made the second annual principal payment of
$0.8 million. At September 29, 2007, we had $1.3 million outstanding under the seller note.
In the fourth quarter of fiscal year 2007, we entered into a loan agreement with Banco Ficohsa, a
Honduran bank, for our capital expansion in Honduras. The loan is secured by a first-priority lien
on the assets of our Honduran operations. The loan bears interest at LIBOR plus 2%, is payable
monthly, has a five year term and is denominated in U. S. dollars. At September 29, 2007, we had
$9.0 million outstanding on this loan.
Note G—Selling, General and Administrative Expense
We include in selling, general and administrative expenses costs incurred subsequent to the receipt
of finished goods at our distribution facilities, such as the cost of stocking, warehousing,
picking and packing, and shipping goods for delivery to our customers. In addition, selling,
general and administrative expenses include costs related to sales associates, administrative
personnel cost, advertising and marketing expenses and general and administrative expenses. For
the first quarter of each of fiscal years 2008 and 2007, distribution costs included in selling,
general and administrative expenses totaled $3.6 million and $3.4 million, respectively.
Note H—Stock Options and Incentive Stock Awards
We maintain certain stock-based compensation plans that are described in Note 13 to the
Consolidated Financial Statements included in our 2007 Annual Report to Shareholders. Effective
July 3, 2005, we adopted the fair-value recognition provisions of Statement 123(R) and the
Securities and Exchange Commission Staff Accounting Bulletin No. 107 (“SAB 107”).
Delta Apparel Stock Option Plan (“Option Plan”)
No options were granted under the Option Plan during the quarter ended September 29, 2007. We
expensed $0.2 million in each of the first quarters of fiscal years 2007 and 2008 in conjunction
with our Option Plan. As of September 29, 2007, there was $1.6 million of total unrecognized
compensation cost related to non-vested stock options under the Option Plan. This cost is expected
to be recognized over a period of 1.75 years. Stock compensation expense is included in the cost
of sales and selling, general and administrative expense line items of our statements of income on
a straight-line basis over the vesting periods.
8
Delta Apparel Incentive Stock Award Plan (“Award Plan”)
During the quarter ended September 29, 2007, we granted 81,200 shares under the Award Plan. These
awards will vest upon the filing of our Annual Report on Form 10-K for fiscal year 2009 based on
the achievement of performance criteria for the two-year period ended June 27, 2009. Compensation
expense recorded under the Award Plan was $0.2 million and
$0.8 million in the first quarter of each of fiscal years 2008 and 2007, respectively. Stock
compensation expense is included in the cost of sales and selling, general and administrative
expense line items of our statements of income over the vesting periods. As of September 29, 2007,
there was $2.1 million of total unrecognized compensation cost related to non-vested awards under
the Award Plan. This cost is expected to be recognized over a period of 1.9 years.
Note I—Purchase Contracts
We have entered into agreements, and have fixed prices, to purchase natural gas, yarn, finished
fabric and finished apparel products for use in our manufacturing operations. At September 29,
2007, minimum payments under these non-cancelable contracts were as follows (in thousands):
| |
|
|
|
|
Natural gas |
|
$ |
1,166 |
|
Yarn |
|
|
22,428 |
|
Finished fabric |
|
|
2,065 |
|
Finished apparel products |
|
|
4,328 |
|
|
|
|
|
|
|
$ |
29,987 |
|
|
|
|
|
Note J—Computation of Basic and Diluted Earnings per Share (EPS)
We compute basic earnings per share by dividing net income by the weighted average number of common
shares outstanding during the period. The computation of diluted earnings per share includes the
dilutive effect of stock options and non-vested stock awards granted under our Option Plan and our
Award Plan unless such shares would be anti-dilutive.
Note K—Stockholders’ Equity
Stock Repurchase Program
At a meeting on August 15, 2007, our Board of Directors increased our authorization to repurchase
stock in open market transactions under our Stock Repurchase Program by an additional $4.0 million,
bringing the total amount authorized for share repurchases to $15.0 million. All purchases are
made at the discretion of our management. We did not purchase any shares of our common stock
during the three months ended September 29, 2007. Since the inception of the Stock Repurchase
Program, we have purchased 1,024,771 shares of our common stock pursuant to the program for an
aggregate of $9.1 million. As of September 29, 2007, $5.9 million remains available for future
purchases.
Quarterly Dividend Program
On August 15, 2007, our Board declared a cash dividend of five cents per share of common stock
pursuant to our quarterly dividend program. We paid the dividend on September 10, 2007 to
shareholders of record as of the close of business on August 29, 2007. On October 29, 2007, the
Board of Directors elected to suspend payment of our $0.05 quarterly dividend on common stock. The
Board believes the suspension of the dividend at this time is prudent to preserve our financial
flexibility in this uncertain retail environment and period of increased capital spending for our
new Honduran textile facility. The additional capital resulting from this decision is intended to
allow us to improve our balance sheet and increase our debt availability. Our Board will evaluate
the opportunity to resume a dividend payment as our quarterly profitability becomes more
consistent.
Note L—Segment Reporting
We operate our business in two distinct segments: Activewear Apparel and Retail-Ready Apparel.
Although the two segments are similar in their production processes and regulatory environment,
they are distinct in their economic characteristics, products and distribution methods.
The Activewear Apparel segment is comprised of our business units primarily focused on garment
styles that are characterized by low fashion risk. We market, manufacture and distribute
unembellished knit apparel under the brands of
9
“Delta Pro Weight®”, “Delta Magnum Weight™” and
“Quail Hollow™.” The products are primarily sold to screen printing companies. In addition, we
manufacture products under private labels for retailers, corporate industry programs and sports
licensed apparel marketers. The unembellished and embellished private label apparel products,
including custom knit t-shirts to major branded sportswear companies, that the former FunTees
operations manufacture are included
in the Activewear Apparel segment since our acquisition of FunTees on October 2, 2006.
The Retail-Ready Apparel segment is comprised of our business units primarily focused on more
specialized apparel garments to meet consumer preferences and fashion trends. These embellished
and unembellished products are sold through specialty and boutique stores, high-end and mid-tier
retail stores and sporting goods stores. In addition to these retail channels, we also supply
college bookstores and produce products for the U.S. Military. Our products in this segment are
marketed under the “Soffe®” label, the “Intensity Athletics®” label and the “Junkfood®”, “Junk
Mail®” and “Sweet and Sour®” labels.
Corporate and Unallocated is a reconciling category for reporting purposes and includes
intercompany eliminations and other costs that are not allocated to the operating segments.
Our management evaluates performance and allocates resources based on profit or loss from
operations before interest, income taxes and special charges (“Segment Operating Income”). Our
Segment Operating Income may not be comparable to similarly titled measures used by other
companies. The accounting policies of our reportable segments are the same as those described in
Note B. Intercompany transfers between operating segments are transacted at cost and have been
eliminated within the segment amounts shown in the following table (in thousands).
Information about our operations as of and for the three months ended September 29, 2007 and
September 30, 2006, by operating segment, is as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Activewear |
|
Retail-Ready |
|
Corporate and |
|
|
| |
|
Apparel |
|
Apparel |
|
Unallocated |
|
Consolidated |
Fiscal Year 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
42,232 |
|
|
$ |
30,330 |
|
|
$ |
— |
|
|
$ |
72,562 |
|
Segment operating (loss) income |
|
|
(3,929 |
) |
|
|
2,737 |
|
|
|
— |
|
|
|
(1,192 |
) |
Segment assets |
|
|
130,485 |
|
|
|
102,591 |
|
|
|
— |
|
|
|
233,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
30,323 |
|
|
$ |
32,357 |
|
|
$ |
— |
|
|
$ |
62,680 |
|
Segment operating income |
|
|
216 |
|
|
|
3,273 |
|
|
|
— |
|
|
|
3,489 |
|
Segment assets |
|
|
97,234 |
|
|
|
96,536 |
|
|
|
— |
|
|
|
193,770 |
|
The following reconciles the Segment Operating Income to the consolidated income before income
taxes for the three months ended September 29, 2007 and September 30, 2006.
| |
|
|
|
|
|
|
|
|
| |
|
Three Months Ended |
|
| |
|
September 29, |
|
|
September 30, |
|
| |
|
2007 |
|
|
2006 |
|
Segment operating (loss) income |
|
$ |
(1,192 |
) |
|
$ |
3,489 |
|
Unallocated interest expense |
|
|
1,470 |
|
|
|
947 |
|
|
|
|
|
|
|
|
Consolidated (loss) income before
taxes and extraordinary gain |
|
$ |
(2,662 |
) |
|
$ |
2,542 |
|
|
|
|
|
|
|
|
Note M—Income Taxes
Our effective income tax rate for the three months ended September 29, 2007 was 41.8%,
compared to 20.6% for the fiscal year ended June 30, 2007. Our effective income tax
rate for the three months includes the benefit of the donation of our Fayette, Alabama
textile facility to the Industrial Development Board of the City of Fayette. From this
donation, we recognized a $0.2 million tax benefit. In fiscal year 2007, we donated our
old Knoxville, Tennessee distribution facility to a charitable organization, recognizing a
$0.7 million tax benefit.
On July 1, 2007, we adopted the provisions of Interpretation 48, Accounting for Uncertainty in
Income Taxes, which provides a financial statement recognition threshold and measurement attribute
for a tax position taken or expected to be taken in a tax return. Under Interpretation 48, we may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. Interpretation 48 also
10
provides guidance on derecognition
of income tax assets and liabilities, classification of current and deferred income tax assets and
liabilities, accounting for interest and penalties associated with tax positions, and income tax
disclosures.
We file income tax returns in the U.S. federal jurisdiction and various state, local and foreign
jurisdictions. With few
exceptions, we are no longer subject to U.S. federal, state, local or non-U.S. income tax
examinations by tax authorities for the years before 2003. However, net operating loss
carryforwards remain subject to examination to the extent they are carried forward and impact a
year that is open to examination by tax authorities. Based upon our evaluation of our tax
positions, the adoption of Interpretation 48 had no impact on our financial statements.
Note N—Extraordinary Gain
During the first quarter of fiscal year 2007, we recorded an extraordinary gain associated with the
final earn-out payment made to the former M. J. Soffe shareholders. In the purchase accounting for
Soffe in October 2003, we recorded a liability for the contingent earn-out payments. Based on the
final outcome of the payments, we had a $1.1 million accrual remaining. The reversal of this
accrual created an extraordinary gain, net of taxes, of $0.7 million in the three months ended
September 30, 2006.
Note O—Factored Receivables
We assign a portion of our trade accounts receivable at our Junkfood division under a factor
agreement. We account for our factoring agreement as a sale in accordance with FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, a replacement of FASB Statement 125. The
assignment of these receivables is without recourse, provided that the customer orders are approved
by the factor prior to shipment of the goods, up to a maximum for each individual account. The
agreement does not include provisions for advances from the factor against the assigned
receivables. The factor funds the accounts receivable upon collection, or, exclusive of disputed
claims, upon 90 days after the due date. The amount due from the factor is included in our
accounts receivable on our balance sheet and changes in the amount due from factor is included in
our cash flow from operations. At September 29, 2007 our accounts receivable less allowances was
$38.0 million, comprised of $36.5 million in unfactored accounts receivable, $3.3 million due from
factor, and $1.8 million in allowances. At June 30, 2007 our accounts receivable less allowances
was $46.4 million, comprised of $44.2 million in unfactored accounts receivable, $4.1 million due
from factor, and $1.9 million in allowances.
Note P—Restructuring Plan
On July 18, 2007, we announced plans to restructure our U.S. textile operations by closing our
manufacturing facility in Fayette, Alabama, as part of our overall restructuring of our textile
manufacturing operations. In the fourth quarter of fiscal year 2007, we recorded a $1.5 million
write-down of the assets on the Fayette facility and incurred $5.4 million related to expensing
excess manufacturing costs associated with the integration of the FunTees business into our
existing Maiden, North Carolina facility. In the first quarter of fiscal year 2008, we incurred
$2.1 million associated with the restructuring plan, of which $0.1 million relates to severance
given to the employees of the Fayette, Alabama facility which is included on the income statement
line item “Restructuring costs.” The remaining $2.0 million relates to the excess manufacturing
costs associated with the integration of the FunTees business into our existing Maiden, North
Carolina facility and the start-up expenses associated with Ceiba Textiles, which is included in
cost of sales. We anticipate incurring an additional $2.8 million in restructuring related
expenses during the fiscal year for a total of $4.9 million during fiscal year 2008. These
additional expenses will primarily be associated with the start-up expenses for our Ceiba Textiles
facility, and will be recorded in our Activewear segment.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements made by or on behalf of the Company. We may from time to time make written or oral
statements that are “forward-looking,” including statements contained in this report and other
filings with the Securities and Exchange Commission and in reports to our shareholders. All
statements, other than statements of historical fact, which address activities, events or
developments that we expect or anticipate will or may occur in the future are forward-looking
statements. Examples are statements that concern
11
future revenues, future costs, future earnings,
future capital expenditures, business strategy, competitive strengths, competitive weaknesses,
goals, plans, references to future success or difficulties and other similar information. The
words “estimate”, “project”, “forecast”, “anticipate”, “expect”, “intend”, “believe” and similar
expressions, and discussions of strategy or intentions, are intended to identify forward-looking
statements.
The forward-looking statements in this Quarterly Report are based on our expectations and are
necessarily dependent upon
assumptions, estimates and data that we believe are reasonable and accurate but may be incorrect,
incomplete or imprecise. Forward-looking statements are also subject to a number of business risks
and uncertainties, any of which could cause actual results to differ materially from those set
forth in or implied by the forward-looking statements. Many of these risks and uncertainties are
described under the subheading “Risk Factors” in our Form 10-K for our fiscal year ended June 30,
2007 filed with the Securities and Exchange Commission and are beyond our control. Accordingly,
any forward-looking statements do not purport to be predictions of future events or circumstances
and may not be realized.
We do not undertake publicly to update or revise the forward-looking statements even if it becomes
clear that any projected results will not be realized.
BUSINESS OUTLOOK
Net sales for our first quarter of fiscal year 2008 were $72.6 million. Although this was an
increase of $9.9 million from the same period last year, it was below our expectations for the
quarter. We did not meet our revenue expectations primarily due to weak results at Soffe. Sales
in the Delta and FunTees businesses met our expectations, as well as the Junkfood revenue, which
was up 35% from the first quarter of the prior year. Our net loss for the quarter was $1.5 million
or $0.18 per diluted share. This loss was driven by the lower revenue in the Soffe business and
our textile restructuring costs. During the first quarter we expensed in cost of goods sold $2
million pre-tax associated with our textile restructuring. We completed the closure of our
Fayette, Alabama textile facility in September and donated the building and real estate to the
local Industrial Development Board. We also made considerable progress on the construction and
start up of our Honduran textile facility. We now have initial equipment in place and expect to be
producing fabric in early November 2007. We have already developed significant cutting capacity in
the facility, and will be eliminating our cutting operations in Maiden, North Carolina by the end
of December 2007, leaving us with cutting in the United States only for our Soffe military
programs.
Although our first quarter results were weaker than anticipated and we are lowering our
expectations for the rest of fiscal year 2008, we have specific plans for growth and profitability
improvements in each of our divisions.
Sales in our Junkfood business are currently meeting our expectations and we expect further revenue
growth in our second quarter of fiscal year 2008. We have new licenses that we are currently
shipping that should drive further growth in the second half of the fiscal year. We are also
beginning a program with The Gap, where we will be jointly branding product with Junkfood and The
Gap. The test program will ship during the second quarter and the future success with The Gap will
depend on the results of the test program. We are, however, encouraged with the opportunity to
present our Junkfood products in this retail format. We are also continuing to make administrative
improvements at Junkfood with additional system support and the integration of the collections,
payables and accounting functions into our Soffe operations, allowing the management team at
Junkfood to focus on the merchandising and marketing of the Junkfood brand. While we believe
Junkfood is well positioned to reach its business objectives for the year, changes in retail demand
for fashion tees could negatively impact this business.
The weak retail environment we are currently experiencing negatively impacted sales in our Soffe
business during the first fiscal quarter, and we remain cautious of its impact for the remainder of
fiscal year 2008. Despite the lower than expected sales in the first quarter, we are encouraged
with some opportunities we see in the Soffe business. Our college bookstore business and our
internet sales showed strong growth over the prior year. In addition, we believe that we have good
momentum with our Intensity Athletic brand, which we operate as a part of our Soffe business. We
also believe that demand for the Soffe brand is strong, allowing us to expand our sales
geographically into the Midwest and West Coast. We also have the opportunity in our military
business to pick up new sales with a new training uniform we have developed for the military.
These products could start shipping in the fourth quarter of this fiscal year. Although we believe
we have the opportunity for another record year for revenue and operating earnings in our Soffe
business for fiscal year 2008, we remain cautious as further slow-up at retail could offset
improvements in other distribution channels.
Revenue in our activewear segment, including our Delta and FunTees businesses, met our expectations
for our first quarter. As we enter our second fiscal quarter, demand for our catalog and private
label products appears to be stable. Our inventory levels remain constrained as we enter the
second quarter; however, we should have additional, low-cost textile output in the
12
near future from
Ceiba Textiles. We are continuing to work on our initiatives on cost and quality in our Maiden
textile facility. Although our output continued to increase in our first quarter, our fabric
reworks and off-quality production remained high. We have taken steps to improve these areas and
have recently seen some positive trends. Higher raw material and energy prices continue to hurt
our business, although we expect prices of t-shirts to increase in the second half of the year. We
believe we can grow the activewear segment by leveraging our lower cost textile base to build
incremental business. In addition, we are also now offering further value adding steps in the
t-shirt supply chain with off-shore decorating and retail packaging, which adds to our overall
revenue and profitability. We also recognize that we have
significant work to successfully start-up our Ceiba Textiles facility, improve the cost and quality
in existing facilities, and pass along higher raw material and energy cost to customers.
Although we are cautious about consumer demand for apparel, we believe all of our businesses are
making progress on their initiatives to grow sales and improve profitability. These initiatives
should position us to take advantage of better retail market conditions in the future.
EARNINGS GUIDANCE
For the second fiscal quarter ending December 29, 2007, we expect sales to be in the range of $64
to $68 million and a loss in the range of ($0.33) to ($0.37) per diluted share. This includes
approximately $1.9 million, or $0.15 per diluted share, of expected textile restructuring related
expenses during the quarter. For the full fiscal year, we expect net sales to be in the range of
$325 to $340 million and diluted earnings per share to be in the range of $0.62 to $0.76.
Restructuring related expenses in the full year are expected to total approximately $4.9 million,
or $0.39 per diluted share.
Our Board of Directors has elected to suspend payment of our $0.05 quarterly dividend on our common
stock. The Board believes the suspension of the dividend at this time is prudent to preserve our
financial flexibility in this uncertain retail environment and period of increased capital spending
for our new Honduran textile facility. The additional capital resulting from this decision is
intended to allow us to improve our balance sheet and increase our debt availability. Our Board
will evaluate the opportunity to resume a dividend payment as our quarterly profitability becomes
more consistent.
RESULTS OF OPERATIONS
Net sales for the first quarter of fiscal year 2008 increased 15.8% to $72.6 million compared to
$62.7 million for the first quarter of the prior year. In the activewear segment, sales increased
by $11.9 million, or 39.3%, primarily from the acquisition of the FunTees business, which
contributed $15.3 million. This was partially offset by a decline of $3.4 million, or 11.1%, in
the core Delta activewear business driven from a unit decline. Average selling prices in the Delta
catalog business remained basically flat as compared to the first quarter of the prior year. Lower
unit volume primarily related to the inventory constraints caused by the lower fabric production in
the second half of the prior year. Retail-ready apparel sales declined 6.3% to $30.3 million,
driven by lower sales in the Soffe business, partially offset by increased sales in the Junkfood
business. The Soffe business had declines in its retail and sporting goods channels driven from
the weak retail environment, while its college bookstore, Intensity Athletics and internet sales
increased. The Junkfood business continued to increase its sales, achieving a 35.6% increase in
sales from the prior year first quarter.
Gross profit as a percentage of net sales decreased to 17.9% in the first quarter of fiscal year
2008 from 27.7% in the first quarter of the prior year. The 980 basis point decline was primarily
the result of the addition of FunTees’ lower margin business, our textile restructuring related
charges, higher raw material prices and lower sales in our retail-ready business. The addition of
FunTees reduced overall gross margins in the first fiscal quarter as sales from its private label
business generally carry lower gross margins than our branded business. During the three months
ended September 29, 2007, we expensed in cost of goods sold $1.9 million in textile restructuring
related costs, primarily resulting from the excess manufacturing costs related to the integration
of FunTees into our Maiden, North Carolina facility, the move of cutting from the Maiden facility
to Honduras, the closing of the Fayette, Alabama textile plant and the start-up of the Honduran
textile facility. Our gross margins may not be comparable to other companies, since some companies
include costs related to their distribution network in cost of goods sold and we exclude a portion
of them from gross margin and include them in selling, general and administrative expenses.
Selling, general and administrative expenses, including the provision for bad debts, for the first
quarter of fiscal year 2008 were $14.2 million, or 19.6% of sales, compared to $13.9 million, or
22.2% of sales for the same period in the prior year. Selling, general and administrative expenses
as a percentage of sales declined 260 basis points due to the lower costs associated with the
FunTees business and lower management incentive expenses.
13
Operating losses for the first quarter of fiscal year 2008 were $1.3 million, a decrease in income
of $4.7 million from operating income of $3.4 million in the first quarter of the prior year.
Net interest expense for the first quarter of fiscal year 2008 was $1.5 million, an increase of
$0.5 million, or 55.2%, from $1.0 million for the prior year first quarter. The increase in
interest expense was primarily due to the higher debt levels resulting from the acquisition of
FunTees and the capital expenditures associated with the new Honduran textile facility.
Our effective income tax rate for the three months ended September 29, 2007 was 41.8%, compared to
20.6% for the fiscal year ended June 30, 2007. Our effective income tax rate for the three months
includes the benefit of the donation of our Fayette, Alabama textile facility to the Industrial
Development Board of the City of Fayette. From this donation, we recognized a $0.2 million tax
benefit. In fiscal year 2007, we donated our old Knoxville, Tennessee distribution facility to a
charitable organization, recognizing a $0.7 million tax benefit. For fiscal year 2008, we
anticipate our effective tax rate, excluding the impact of the donation, to be approximately 33% to
34%.
During the first quarter of fiscal year 2007, we recorded an extraordinary gain associated with the
final earn-out payment made to the former M. J. Soffe shareholders. This extraordinary gain, net
of taxes, was $0.7 million, or $0.08 per diluted share.
Accounts receivable decreased $8.4 million from June 30, 2007 to $38.0 million on September 29,
2007. The decrease in accounts receivable was primarily the result of lower sales during the
quarter ended September 29, 2007 compared to the quarter ended June 30, 2007, partially offset by
higher days sales outstanding.
Inventories increased $5.0 million from June 30, 2007 to $129.6 million on September 29, 2007. The
increase in inventory is primarily the result of higher priced raw materials and higher
manufacturing costs in inventory. In addition, the lower than anticipated sales during the quarter
contributed to the higher inventory levels. We monitor our inventory levels closely and adjust our
production schedules to manage our overall inventory levels. We anticipate inventory levels will
increase during our second fiscal quarter as we prepare for the spring selling season, and then
decline through the second half of our fiscal year.
Capital expenditures in the first quarter of fiscal year 2008 were $4.8 million compared to $1.0
million in the first quarter of the prior year. Capital expenditures in the first quarter of
fiscal year 2008 primarily related to purchasing the new equipment for our Honduran textile
facility. In addition, we incurred capital expenditures related to upgrades in our information
technology systems in our retail-ready segment. The expenditures in the prior year primarily
related to information technology upgrades and lowering costs in our manufacturing facilities.
During fiscal year 2008, we expect to spend a total of approximately $14 million on capital
expenditures, which includes approximately $8.6 million of capital investment in Ceiba Textiles,
$2.9 million for upgrades in information technology systems and $2.5 million for production
equipment.
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash needs are for working capital, capital expenditures, and debt repayments. In
addition, we use cash to fund our dividend payments and share repurchases under our Stock
Repurchase Program.
On September 21, 2007 we entered into a third amended credit agreement with Wachovia Bank, National
Association, as Agent, and the financial institutions named in the agreement as Lenders. The
amended agreement increased our credit facility by $10 million to $100 million (subject to
borrowing base limitations based on the value and type of collateral provided) and extended the
maturity of the loans to September 21, 2012. The credit facility is secured by a first-priority
lien on substantially all of the real and personal property of Delta Apparel, Junkfood, and M. J.
Soffe Co. All loans under the credit agreement bear interest at rates based on an adjusted LIBOR
rate plus an applicable margin or the bank’s prime rate plus an applicable margin. The facility
requires installment payments of approximately $194,000 per month in connection with fixed asset
amortizations, and these amounts reduce the amount of availability under the facility.
Our credit facility contains limitations on, or prohibitions of, cash dividends. We are allowed to
make cash dividends in amounts such that the aggregate amount paid to shareholders since May 16,
2000 does not exceed twenty-five percent (25%) of our cumulative net income calculated from May 16,
2000 to the date of determination. At September 29, 2007 and June 30, 2007 there was $9.8 million
and $10.6 million, respectively, of retained earnings free of restrictions for the payment of
dividends. Although our credit agreement does not currently prohibit us from paying dividends, on
October 29, 2007, our
14
Board of Directors elected to suspend payment of our $0.05 quarterly dividend
on our common stock. The Board believes the suspension of the dividend at this time is prudent to
preserve our financial flexibility in this uncertain retail environment and period of increased
capital spending for our new Honduran textile facility. The additional capital resulting from this
decision is intended to allow us to improve our balance sheet and increase our debt availability.
Our Board will evaluate the opportunity to resume a dividend payment as our quarterly profitability
becomes more consistent.
Our new facility includes the financial covenant that our Fixed Charge Coverage Ratio (as defined
in the credit agreement) for the preceding 12 month period must not be less than 1.10 to 1.0 and
otherwise includes customary conditions to funding, covenants, and events of default. As of
September 29, 2007, we were in compliance with all covenants and conditions within the loan
agreement. Proceeds of the loans may be used for general operating, working capital, and other
corporate purposes, and to finance fees and expenses under the facility.
The credit facility contains a subjective acceleration clause and a “springing” lockbox arrangement
(as defined in EITF 95-22), whereby remittances from customers will be forwarded to our general
bank account and will not reduce the outstanding debt until and unless a specified event or an
event of default occurs. Pursuant to EITF 95-22, we classify borrowings under the new facility as
noncurrent debt.
At September 29, 2007, we had $73.2 million outstanding under our credit facility with Wachovia
Bank, National Association, at an average interest rate of 7.3%.
In addition to the credit facility with Wachovia Bank, National Association, we have a seller note
payable to the former Junkfood shareholders pursuant to the Asset Purchase Agreement dated as of
August 22, 2005. The seller note bears interest at 9% which is payable quarterly, and has a
three-year term. During the quarter ended September 29, 2007, we made the second annual principal
payment of $0.8 million. At September 29, 2007, we had $1.3 million outstanding under the seller
note.
In the fourth quarter of fiscal year 2007 we entered into a loan agreement with Banco Ficohsa, a
Honduran bank, for our capital expansion in Honduras. The loan is secured by a first-priority lien
on the assets of our Honduran operations. The loan bears interest at LIBOR plus 2%, is payable
monthly, has a five year term and is denominated in U. S. dollars. At September 29, 2007, we had
$9.0 million outstanding on this loan.
As part of the consideration to be paid in connection with the acquisition of Junkfood, additional
amounts are payable to the Junkfood sellers during each of fiscal years 2007, 2008, 2009, and 2010
if financial performance targets are met by Junkfood during the period beginning on August 22, 2005
and ending on July 1, 2006 and during each of the three fiscal years thereafter (ending on June 27,
2009). No earnout payment was paid to the former Junkfood shareholders for the earnout period
ended June 30, 2007. Based on current projections, we do not anticipate paying an earnout payment
related to the earnout period ending June 28, 2008. Any contingent consideration that may be
earned related to the earnout period ending June 28, 2008 will be accrued on June 28, 2008, when
the contingency has been resolved.
Derivative Instruments
We use derivative instruments to manage our exposure to interest rates. We do not enter into
derivative financial instruments for purposes of trading or speculation. When we enter into a
derivative instrument we determine whether hedge accounting can be applied. Where hedge accounting
can be applied, a hedge relationship is designated as either a fair value hedge or cash flow hedge.
The hedge is documented at inception, detailing the particular risk objective and strategy
considered for undertaking the hedge. The documentation identifies the specific asset or liability
being hedged, the risk being hedged, the type of derivative used and how effectiveness of the hedge
will be assessed.
On April 2, 2007, we entered into an interest rate swap agreement and an interest rate collar
agreement to manage our interest rate exposure and effectively reduce the impact of future interest
rate changes. Both agreements mature (or expire) on April 1, 2010. By entering into the interest
rate swap agreement, we effectively converted $15.0 million of floating rate debt under our credit
facility to a fixed obligation with a LIBOR rate at 5.06%. By entering into the interest rate
collar agreement, we effectively provided a cap of 5.5% and a floor of 4.33% on LIBOR rates on
$15.0 million of floating rate debt under our credit facility. We have assessed these agreements
and have met the requirements to account for each as a hedge.
Changes in the derivatives’ fair values are deferred and recorded as a component of accumulated
other comprehensive income (“AOCI”) until the underlying transaction is recorded. When the hedged
item affects income, gains or losses are reclassified from AOCI to the Consolidated Statements of
Income as interest income/expense. Any ineffectiveness in the
15
Company’s hedging relationships is
recognized immediately in the statement of income. The changes in fair value of the interest rate
swap and collar agreement resulted in AOCI, net of taxes, of a loss of $0.1 million as of September
29, 2007.
Operating Cash Flows
Net cash used in operating activities was $5.1 million for the first three months of fiscal year
2008, compared to cash provided by operating activities of $2.2 million in the first three months
of fiscal year 2007. Our cash flow in operating activities is primarily due to our net income plus
depreciation and amortization and non-cash compensation costs and changes in working capital. We
monitor changes in working capital by analyzing our investment in accounts receivable and
inventories and by the amount of accounts payable. During the first three months of fiscal year
2008, our cash flow used in operating activities was primarily from our net loss less depreciation
and amortization, increases in inventory levels
from higher priced raw materials and higher manufacturing costs, and decreases in accounts payable,
partially offset by lower accounts receivable. At the end of fiscal year 2007, we extended terms
with certain vendors which were then paid during the first quarter of the 2008 fiscal year. The
cash provided by operating activities during the first three months of fiscal year 2007 was
primarily from net income plus depreciation and amortization, non-cash compensation, and a decrease
in accounts receivables, offset partially by a decrease in accounts payable and accrued expenses
and an increase in inventory.
Investing Cash Flows
During the three months ended September 29, 2007, we used $4.8 million in cash for purchases of
property, plant and equipment, primarily related to our new Honduran textile facility. We now have
substantially all the equipment in place and ready to operate, and expect to be producing fabric at
Ceiba Textiles in November 2007. During the quarter we also incurred capital expenditures
associated with our information technology systems in our retail-ready segment. During the three
months ended September 30, 2006, we used $1.0 million in cash for capital expenditures, primarily
related to information technology systems and maintenance capital in our textile operations.
During fiscal year 2008, we expect to spend a total of approximately $14 million on capital
expenditures, which includes approximately $8.6 million of capital investment in Ceiba Textiles,
$2.9 million for upgrades in information technology systems and $2.5 million for production
equipment.
Financing Activities
For the first three months of fiscal year 2008, cash provided by financing activities was $9.7
million primarily related to proceeds from our revolving credit facility with Wachovia Bank,
National Association and proceeds from our secured loan in Honduras with Banco Ficohsa. The
proceeds were primarily used for our capital expenditures and increases in our working capital.
During the three months ended September 30, 2006, we used $1.2 million in cash for financing
activities, primarily related to dividends paid to our shareholders and the repurchase of common
stock under our Stock Repurchase Program.
Based on our expectations, we believe that our $100 million credit facility should be sufficient to
satisfy our foreseeable working capital needs, and that the cash flow generated by our operations
and funds available under our credit facility should be sufficient to service our debt payment
requirements, to satisfy our day-to-day working capital needs, and to fund our planned capital
expenditures. We are, however, cautious of the uncertain retail environment and are taking actions
to preserve our financial flexibility. Any material deterioration in our results of operations,
however, may result in us losing our ability to borrow under our credit facility and to issue
letters of credit to suppliers or may cause the borrowing availability under the facility to be
insufficient for our needs.
Purchases by Delta Apparel of its Own Shares
At a meeting on August 15, 2007, our Board of Directors increased our authorization to repurchase
stock in open market transactions under the Stock Repurchase Program by an additional $4.0 million,
bringing the total amount authorized for share repurchases to $15.0 million. All purchases are
made at the discretion of our management. We did not purchase any shares of our common stock
during the three months ended September 29, 2007. Since the inception of the Stock Repurchase
Program, we have purchased 1,024,771 shares of our common stock pursuant to the program for an
aggregate amount of $9.1 million. As of September 29, 2007, $5.9 million remains available for
future purchases.
Dividend Program
On August 15, 2007, our Board declared a cash dividend of five cents per share of common stock
pursuant to our quarterly dividend program. We paid the dividend on September 10, 2007 to
shareholders of record as of the close of business on
16
August 29, 2007. On October 29, 2007, the
Board of Directors elected to suspend payment of our $0.05 quarterly dividend on its common stock.
The Board believes the suspension of the dividend at this time is prudent to preserve our financial
flexibility in this uncertain retail environment and period of increased capital spending for our
new Honduran textile facility. The additional capital resulting from this decision is intended to
allow us to improve our balance sheet and increase our debt availability. Our Board will evaluate
the opportunity to resume a dividend payment as our quarterly profitability becomes more
consistent.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which were prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). The
preparation of our consolidated financial statements requires us to make estimates and judgments
that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting periods. We base our estimates and judgments on historical experience and various
other factors that we believe to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant estimates and assumptions relate to the
adequacy of receivable and inventory reserves, self-insurance accruals, accounting for share-based
compensation, and the accounting for income taxes.
The detailed Summary of Significant Accounting Policies is included in Note 2 to the Audited
Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal year 2007.
Revenue Recognition and Accounts Receivable
We consider revenue realized or realizable and earned when the following criteria are met:
persuasive evidence of an agreement exists, title has transferred to the customer, the price is
fixed and determinable and the collectibility is reasonably assured. The majority of our sales are
shipped FOB shipping point and revenue is therefore recognized when the goods are shipped to the
customer. For the sales that are shipped FOB destination point, we do not recognize the revenue
until the goods are received by the customer. Shipping and handling charges billed to our
customers are included in net revenue, and the related shipping and handling costs are included in
cost of goods sold. Sales are recorded net of discounts and provisions for estimated returns and
allowances. We estimate returns and allowances on an ongoing basis by considering historical and
current trends. We record these costs as a reduction to net revenue. We estimate the net
collectibility of our accounts receivable and establish an allowance for doubtful accounts based
upon this assessment. Specifically, we analyze the aging of accounts receivable balances,
historical bad debts, customer concentrations, customer credit-worthiness, current economic trends
and changes in customer payment terms. Significant changes in customer concentration or payment
terms, deterioration of customer credit-worthiness or weakening economic trends could have a
significant impact on the collectibility of receivables and our operating results.
Inventories
Our inventory is carried at the lower of FIFO cost or market. We regularly review inventory
quantities on hand and record a provision for damaged, excess and out of style or otherwise
obsolete inventory based primarily on our historical selling prices for these products and our
estimated forecast of product demand for the next twelve months. If actual market conditions are
less favorable than those projected, or if liquidation of the inventory is more difficult than
anticipated, additional inventory write-downs may be required.
Self Insurance
Our medical, prescription and dental care benefits are primarily self-insured. Our self-insurance
accruals are based on claims filed and estimates of claims incurred but not reported. We develop
estimates of claims incurred but not reported based upon the historical time it takes for a claim
to be reported and historical claim amounts. At September 29, 2007 we had a reserve of
approximately $490,000 compared to a reserve of approximately $445,000 at June 30, 2007. While the
time it takes for a claim to be reported has been declining, if claims are greater than we
originally estimate, or if costs increase beyond what we have anticipated, our recorded reserves
may not be sufficient, and it could have a significant impact on our operating results.
17
Share-Based Compensation
We adopted the fair value based method of calculating share-based compensation prescribed in
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective
July 3, 2005. Under the fair value based method, compensation cost is measured at the grant date
based on the fair value of the award and is recognized over the award vesting period. We determine
the fair value of each stock option at the date of grant using the Black-Scholes options pricing
model. This model requires that we estimate a risk-free interest rate, the volatility of the price
of our common stock, the dividend yield, and the expected life of the options. The use of a
different estimate for any one of these components could have a material impact on the amount of
calculated compensation expense.
Income Taxes
We use the liability method of accounting for income taxes, which requires recognition of temporary
differences between financial statement and income tax basis of assets and liabilities measured by
enacted tax rates. We have recorded deferred
tax assets for certain state operating loss carryforwards and nondeductible accruals. We
established a valuation allowance related to certain of the state operating loss carryforward
amounts in accordance with the provisions of FASB Statement No. 109, Accounting for Income Taxes.
We continually review the adequacy of the valuation allowance and recognize the benefits of
deferred tax assets if reassessment indicates that it is more likely than not that the deferred tax
assets will be realized based on earnings forecasts in the respective tax locations. As of
September 29, 2007, we had operating loss carryforwards of approximately $21.3 million for state
tax purposes. The valuation allowance against the operating loss carryforwards was $0.3 million
at September 29, 2007. These carryforwards expire at various intervals through 2021.
There have been no changes in our critical accounting policies since the filing of our Annual
Report on Form 10-K for the year ended June 30, 2007.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
COMMODITY RISK SENSITIVITY
On January 5, 2005, in conjunction with the sale of our yarn spinning facility in Edgefield, South
Carolina, we entered into a five-year agreement with Parkdale America, LLC (“Parkdale”) to supply
our yarn requirements. During this five-year period, we will purchase from Parkdale all yarn
required by Delta Apparel and our wholly owned subsidiaries for use in our manufacturing operations
(excluding yarns that Parkdale did not manufacture as of the date of the agreement in the ordinary
course of its business or due to temporary Parkdale capacity restraints). The purchase price of
yarn is based upon the cost of cotton plus a fixed conversion cost. Thus, we are subject to the
commodity risk of cotton prices and cotton price movements which could result in unfavorable yarn
pricing for us. We fix the cotton prices as a component of the purchase price of yarn with
Parkdale, pursuant to the supply agreement, in advance of the shipment of finished yarn from
Parkdale. Prices are set according to prevailing prices, as reported by the New York Cotton
Exchange, at the time we elect to fix specific cotton prices.
Yarn with respect to which we have fixed cotton prices at September 29, 2007 was valued at $22.4
million, and is scheduled for delivery between October 2007 and March 2008. At September 29, 2007,
a 10% decline in the market price of the cotton covered by our fixed price yarn would have had a
negative impact of approximately $1.6 million on the value of the yarn. At June 30, 2007, a 10%
decline in the market price of the cotton covered by our fixed price yarn would have had a negative
impact of approximately $1.3 million on the value of the yarn. The impact of a 10% decline in the
market price of the cotton covered by our fixed price yarn would have had a larger impact at
September 29, 2007 than at June 30, 2007 due to the higher levels of fixed cotton and the higher
price of the cotton at September 29, 2007 than at June 30, 2007.
We may use derivatives, including cotton option contracts, to manage our exposure to movements in
commodity prices. We do not designate our options as hedge instruments upon inception.
Accordingly, we mark to market changes in the fair market value of the options as other income or
expense in the statements of income. We did not own any cotton options contracts on September 29,
2007.
INTEREST RATE SENSITIVITY
Our credit agreement provides that outstanding amounts bear interest at variable rates. If the
amount of outstanding indebtedness at September 29, 2007 under the revolving credit facility had
been outstanding during the entire three months ended September 29, 2007 and the interest rate on
this outstanding indebtedness were increased by 100 basis points, our interest expense would have
increased by approximately $0.2 million, or 12.5% of actual interest expense, during the quarter.
This compares to an increase of $0.7 million, or 13.2% of actual interest expense, for the 2007
fiscal year, or an average of
18
$0.2 million per quarter, based on the outstanding indebtedness at
June 30, 2007. The actual change in interest expense resulting from a change in interest rates
would depend on the magnitude of the increase in rates and the average principal balance
outstanding.
Derivatives
On April 2, 2007, we entered into an interest rate swap agreement and an interest rate collar
agreement to manage our interest rate exposure and effectively reduce the impact of future interest
rate changes. Both agreements mature (or expire) on April 1, 2010. By entering into the interest
rate swap agreement, we effectively converted $15.0 million of floating rate debt under our credit
facility to a fixed obligation with a LIBOR rate at 5.06%. By entering into the interest rate
collar agreement, we effectively provided a cap of 5.5% and a floor of 4.33% on LIBOR rates on
$15.0 million of floating rate debt under our credit facility. We have assessed these agreements
and met the requirements to account for each as a hedge.
Changes in the derivatives’ fair values are deferred and recorded as a component of accumulated
other comprehensive income (“AOCI”) until the underlying transaction is recorded. When the hedged
item affects income, gains or losses are reclassified from AOCI to the Consolidated Statements of
Income as interest income/expense. Any ineffectiveness in the Company’s hedging relationships is
recognized immediately in the statement of income. The changes in fair value of the interest rate
swap and collar agreement resulted in AOCI, net of taxes, of a loss of $0.1 million as of September
29, 2007.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are our controls and other procedures that are designed to
ensure that information required to be disclosed by us 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 Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information that we
are required to disclose in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of our disclosure controls and procedures as of September 29, 2007
and, based on the evaluation of these controls and procedures, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and procedures were effective
at the evaluation date.
Changes in Internal Control Over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
has evaluated whether any change in our internal control over financial reporting occurred during
the first quarter of fiscal year 2008. Based on that evaluation, we have concluded that there has
been no change in our internal control over financial reporting during the first quarter of fiscal
year 2008 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. We are currently evaluating the internal control over financial
reporting at our FunTees division and are taking action to strengthen the internal control over
financial reporting at our FunTees division during the current fiscal year.
19
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Repurchases of Stock
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Total Number of |
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Dollar Value of |
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Shares Purchased as |
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Shares that May Yet |
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Average |
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Part of Publicly |
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Be Purchased Under |
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Total Number of |
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Price Paid |
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Announced Plans or |
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the Plans or |
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Shares Purchased |
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per Share |
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Programs |
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Programs |
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July Period
(July 1, 2007 to August 4, 2007) |
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— |
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— |
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— |
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$1.9million |
August Period
(August 5, 2007 to September 1, 2007) |
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— |
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— |
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$5.9million |
September Period
(September 2, 2007 to September 29, 2007) |
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— |
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— |
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$5.9million |
We announced the commencement of our Stock Repurchase Program in November 2000. At a meeting on
August 15, 2007, our Board of Directors increased our authorization to repurchase stock in open
market transactions by an additional $4.0 million, bringing the total amount authorized for share
repurchases to $15.0 million. We did not repurchase any shares pursuant to our Stock Repurchase
Program during the three months ended September 29, 2007. At September 29, 2007, we had $5.9
million available for future stock repurchases.
Pursuant to our credit facility with Wachovia Bank, National Association, as Agent, we are allowed
to make cash dividends in amounts such that the aggregate amount paid to shareholders since May 16,
2000 does not exceed twenty-five percent (25%) of our cumulative net income calculated from May 16,
2000 to the date of determination. At September 29, 2007, there was $9.8 million of retained
earnings free of restrictions for the payment of dividends.
Item 6. Exhibits
Exhibits
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31.1
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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. |
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31.2
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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. |
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32.1
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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. |
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32.2
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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. |
20
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.
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DELTA APPAREL, INC.
(Registrant)
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| November 2, 2007 |
By: |
/s/ Deborah H. Merrill
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| Date |
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Deborah H. Merrill |
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Vice President, Chief Financial Officer and Treasurer |
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21