UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2000 OR [ ] 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) GEORGIA 58-2508794 ----------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 2750 Premiere Parkway, Suite 100 Duluth, Georgia 30097 ------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) (678) 775-6900 ------------ (Registrant's telephone number, including area code) (Not Applicable) ---------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. As of January 24, 2001, there were outstanding 2,411,743 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. INDEX
PART I. Financial Information Page ------ Item 1. Financial Statements Interim Condensed Consolidated Financial Statements (Unaudited): Condensed Consolidated Balance Sheets-- December 30, 2000 and July 1, 2000 3 Condensed Consolidated Statements of Operations-- Three months and six months ended December 30, 2000 and January 1, 2000 4 Condensed Consolidated Statements of Cash Flows-- Six months ended December 30, 2000 and January 1, 2000 5 Notes to Condensed Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 9 Part II. Other Information Item 1. Legal Proceedings 9 Item 2. Changes in Securities and Use of Proceeds 9 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11
PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) DELTA APPAREL, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except shares and per share amounts) (Unaudited)
December 30, July 1, 2000 2000 ------------ ------------ Assets Current assets: Cash $ 218 415 Accounts receivable, net 18,190 22,115 Inventories 39,508 28,207 Prepaid expenses and other current assets 1,188 1,186 Deferred income taxes 516 - Income tax receivable 930 - ------------ ------------ Total current assets 60,550 51,923 Property, plant and equipment, net 24,655 26,871 Other assets 206 313 ------------ ------------ Total assets $ 85,411 79,107 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 14,250 15,116 Current portion of long-term debt 2,000 2,000 ------------ ------------ Total current liabilities 16,250 17,116 Long-term debt 9,642 7,667 Other liabilities 724 522 Noncurrent deferred income taxes 22 - ------------ ------------ Total liabilities 26,638 25,305 ------------ ------------ Stockholders' equity: Preferred stock, 2,000,000 shares authorized; none issued and outstanding - - Common stock, par value $0.01 a share, 7,500,000 shares authorized, 2,411,743 and 2,399,863 issued and outstanding at December 30, 2000 and July 1, 2000, repectively. 24 24 Additional paid-in capital 53,889 53,778 Retained earnings 4,912 - ------------ ------------ 58,825 53,802 Less treasury stock, at cost (3,300 shares) (52) - ------------ ------------ Total stockholders' equity 58,773 53,802 ------------ ------------ Total liabilities and stockholders' equity $ 85,411 79,107 ============ ============ See accompanying notes to condensed consolidated financial statements.
DELTA APPAREL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (in thousands, except shares and per share amounts) (Unaudited)
Three Months Ended Six Months Ended ------------------ ---------------- December 30, January 1, December 30, January 1, 2000 2000 2000 2000 ------------ ------------ ------------ ------------ Net sales $ 26,370 21,562 $ 57,019 50,221 Cost of goods sold 21,653 18,545 45,062 43,511 ------------ ------------ ------------ ------------ Gross profit 4,717 3,017 11,957 6,710 Selling, general and administrative expenses 2,345 1,681 4,789 3,563 Provision for bad debts 417 92 633 116 Other (income)/expense (8) 1 (14) 12 ------------ ------------ ------------ ------------ Operating income 1,963 1,243 6,549 3,019 Interest expense, net 261 2,074 556 4,286 ------------ ------------ ------------ ------------ Income (loss) before income taxes 1,702 (831) 5,993 (1,267) Provision for income taxes 305 (82) 1,079 (59) ------------ ------------ ------------ ------------ Net income (loss) $ 1,397 (749) $ 4,914 (1,208) ============ ============ ============ ============ Weighted average shares outstanding (2000 Proforma): Basic 2,411,679 2,386,400 2,409,775 2,383,200 Diluted 2,453,363 2,386,400 2,451,438 2,383,200 ============ ============ ============ ============ Net income (loss) per common share (2000 Proforma): Basic $ 0.58 $ (0.31) $ 2.04 $ (0.51) Diluted $ 0.57 $ (0.31) $ 2.00 $ (0.51) ============ ============ ============ ============ See accompanying notes to condensed consolidated financial statements.
DELTA APPAREL, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited)
Six Months Ended December 30, January 1, 2000 2000 ------------ ---------- Cash flows from operating activities: Net income (loss) $ 4,914 (1,208) Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: Depreciation and amortization 3,312 3,293 Deferred income taxes (494) - Loss on sale of property and equipment 1 6 Other - 38 Changes in operating assets and liabilities: Accounts receivable 3,925 10,326 Inventories (11,301) (2,415) Prepaid expenses and other current assets (45) (42) Other noncurrent assets 107 44 Accounts payable and accrued expenses (756) 301 Other liabilities 202 - Income taxes payable (930) 312 ------------ ---------- Net cash (used in) provided by operating activities (1,065) 10,655 Cash flows used in investing activities: Purchases of property, plant and equipment (1,096) (1,017) Proceeds from sale of property, plant and equipment 43 17 ------------ ---------- Net cash used in investing activities (1,053) (1,000) Cash flows (used in) provided by financing activities: Proceeds from/(repayment of) long-term financing 1,975 (120) Change in due to related parties, net - (9,868) Dividends paid (2) - Repurchase common stock (52) - ------------ ---------- Net cash (used in) provided by financing activities 1,921 (9,988) ------------ ---------- Net decrease in cash (197) (333) Cash balance at beginning of period 415 402 ------------ ---------- Cash balance at end of period $ 218 69 ============ ========== Supplemental cash flow information: Cash paid during the period for interest $ 537 11 ============ ========== Cash paid during the period for income taxes $ 2,503 - ============ ========== Noncash financing activity--issuance of common stock $ 110 - ============ ========== See accompanying notes to condensed consolidated financial statements.
DELTA APPAREL, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note A--Basis of Presentation Prior to June 30, 2000, Delta Apparel, Inc. (together with its predecessors, the "Company") was a wholly owned subsidiary of Delta Woodside Industries, Inc. ("Delta Woodside" or the "Parent"). In connection with a plan to separate its two apparel businesses, Delta Woodside transferred to the Company the assets, liabilities, and operations of its apparel business previously conducted by the following divisions or subsidiaries of Delta Woodside: Delta Apparel Company and the Edgefield yarn plant. Effective June 30, 2000, Delta Woodside distributed all the common stock of the Company to the Delta Woodside stockholders (the "Distribution"). In connection with the Distribution, Delta Woodside contributed, as contributions to capital, all net debt amounts owed to it by the Company, with certain exceptions. Borrowings related to the Company under Delta Woodside's credit agreement were repaid with the proceeds from borrowings under the Company's new credit agreement. The interim condensed consolidated financial statements for the three months and six months ended December 30, 2000 and January 1, 2000, included herein, have been prepared 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and six months ended December 30, 2000 are not necessarily indicative of the results that may be expected for the year ending June 30, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended July 1, 2000, filed with the Securities and Exchange Commission. Note B--Inventories Inventories consist of the following: December 30, July 1, 2000 2000 ----------------- ---------------- Raw materials $ 2,977 2,785 Work in process 16,145 11,903 Finished goods 20,386 13,519 ----------------- ---------------- $ 39,508 28,207 ================= ================ Note C--Income Taxes The effective income tax rate on pretax income for the six months ended December 30, 2000 was 18.0%, compared to 1.3% for the fiscal year ended July 1, 2000. Based on results to date and projections for the remainder of fiscal year 2001, the Company expects to use its remaining federal net operating loss carryforwards and be subject to income taxes on a portion of its income. Based on these projections, management estimates that the valuation allowances on the tax benefit resulting from net operating loss carryforwards will be reduced or eliminated, resulting in an annualized forecasted effective income tax rate of 18.0%. Note D--Cotton Procurements The Company has entered into agreements, and has fixed prices, to purchase cotton for use in its manufacturing operations. At December 30, 2000, minimum payments under these contracts with non-cancelable contract terms were $9,884. Note E--Computation of Basic and Diluted Net Earnings per Share (EPS) and Proforma EPS Basic net earnings per share is calculated by dividing the net earnings by the weighted average common shares outstanding of Delta Apparel, Inc. For the purposes of earnings per share, the diluted weighted average common shares outstanding includes the shares covered by options or awards granted under the Company's Stock Option Plan and the Company's Incentive Stock Award Plan. Proforma net earnings per share is calculated by dividing the net earnings by the weighted average common shares outstanding of Delta Woodside Industries, Inc., adjusted for the distribution ratio assuming that shares distributed in the Distribution were outstanding for the three and six months ended January 1, 2000. The weighted average shares do not include securities that would be anti-dilutive for each of the periods presented. Note F--Stockholders' Equity On November 1, 2000, the Board of Directors authorized the repurchase by the Company in open market transactions of up to $3.0 million of Delta Apparel common stock ("Stock Repurchase Program"). All purchases are made at the discretion of management in accordance with IRS guidelines for share repurchases after a spin-off. In connection with the Stock Repurchase Program, during the three months ended December 30, 2000, the Company purchased 3,300 shares of Delta Apparel common stock for an aggregate of $52,000. The Company also issued a $2,412 dividend on November 30, 2000 in connection with the redemption of all of its outstanding rights under the Shareholder Rights Agreement dated January 27, 2000. The Redemption occurred pursuant to resolutions adopted by the Company's Board of Directors on November 1, 2000, which set the record date for the Redemption at November 16, 2000. Pursuant to the provisions of the Rights Agreement, the redemption price was $0.001 per Right. The effect of the Redemption is that the Rights are no longer outstanding or exercisable. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion contains various "forward-looking statements". All statements, other than statements of historical fact, that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements. Examples are statements that concern future revenues, future costs, 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 the Company's expectations and are necessarily dependent upon assumptions, estimates and data that the Company believes 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. The risks and uncertainties include, among others, changes in the retail demand for apparel products, the cost of raw materials, competitive conditions in the apparel and textile industries, the relative strength of the United States dollar as against other currencies, changes in United states trade regulations and the discovery of unknown conditions (such as with respect to environmental matters and similar items). Accordingly, any forward-looking statements do not purport to be predictions of future events or circumstances and may not be realized. The Company does not undertake publicly to update or revise the forward-looking statements even if it becomes clear that any projected results will not be realized. RESULTS OF OPERATIONS Net sales in the second quarter of fiscal year 2001 increased 22.3% to $26.4 million from the second quarter of the prior fiscal year. The increase in net sales was almost entirely the result of increased unit sales (up 21.6%, accounting for $4.7 million). For the six months ended December 30, 2000, net sales were $57.0 million, an increase of $6.8 million, or 13.5%, from net sales in the six months ended January 1, 2000. The increase in net sales for the six month period is the result of increased unit sales (up 14.4%, accounting for $7.2 million) offset by slightly lower prices (down 0.7%, accounting for $0.4 million). As part of the marketing strategy to increase unit sales and increase the sales of higher margin products, the Company lowered the sales prices of some key products to generate increased sales volume. For fiscal year 2001, the Company currently projects sales growth at an annualized rate of approximately 10% and an operating profit growth of approximately 20% over the prior fiscal year. The Company's midrange sales expectations for the balance of fiscal year 2001 are dependent on no additional material declines in pricing. Gross profit increased to $4.7 million, or 17.9% of sales, in the three months ended December 30, 2000 from $3.0 million, or 14.0% of sales, in the same period of fiscal 2000. For the first six months of fiscal year 2001, gross profit was $12.0 million, or 21.0% of sales, an increase of $5.2 million from the first six months of fiscal year 2000. The increased gross profit in the three and six months ended December 30, 2000 was the result of increased volume and the change of the product mix towards the sale of higher margin products. Selling, general and administrative expenses for the quarter ended December 30, 2000 were $2.8 million, or 10.5% of sales, an increase of $1.0 million, or 8.2% of sales, in the same quarter of last year. During the second quarter of fiscal year 2001, the Company incurred $0.2 million in legal and other fees successfully defending itself against a proxy contest and increased bad debt reserves by $.3 million due to the Chapter 11 filing of a customer. Commissions also increased by $0.2 million resulting from the increased sales of higher margin products. For the six months ended December 30, 2000, selling, general and administrative expenses were 9.5% of sales, an increase from 7.3% of sales for the six months ended January 1, 2000. The increase was primarily due to the move of the corporate headquarters, the proxy contest, higher commission expense resulting from the increased sales of higher margin products, public reporting expenses, an increase in distribution expense and increased bad debt expense. The Company's operating income increased $0.7 million to $2.0 million for the second quarter of fiscal year 2001, an increase of 57.9% from the same quarter of fiscal year 2000. For the six months ended December 30, 2000, operating income increased 116.9% to $6.5 million from the six months ended January 1, 2000. Improved gross profit, offset by slightly higher selling, general and administrative costs contributed to the improvement in operating income. For the three months ended December 30, 2000, net interest expense was $0.3 million, as compared to $2.1 million for the three months ended January 1, 2000. Net interest expense for the six months ended December 30, 2000 was $0.6 million, a decrease of $3.7 million from the same period of fiscal year 2000. This reduction was a result of the contribution to equity of intercompany debt in connection with the spin-off from Delta Woodside Industries, Inc. on June 30, 2000. The effective income tax rate on pretax income for the three months and six months ended December 30, 2000 was 18.0% compared to 1.3% for the fiscal year ended July 1, 2000. Based on results to date and projections for the remainder of fiscal year 2001, the Company expects to use its remaining federal net operating loss carryforwards and be subject to income taxes on a portion of its income. Based on these projections, management estimates that the valuation allowances on the tax benefit resulting from net operating loss carryforwards will be reduced or eliminated, resulting in an annualized forecasted effective income tax rate of 18.0%. Net income for the second quarter of fiscal year 2001 was $1.4 million, or 5.3% of sales compared to a net loss of $0.7 million for the second quarter of fiscal year 2000. For the six months ended December 30, 2000, net income increased $6.1 million to $4.9 million from the loss in the six months ended January 1, 2000. The improved net income was due to the factors described above. Delta Apparel's order backlog at December 30, 2000 was $12.8 million, a $0.4 million decrease from the $13.2 million order backlog at January 1, 2000. The decrease in backlog is due to the reduction of forward purchase commitments given by distributors and the increase in short notice orders from catalog customers. This is the result of the decrease in sales to distributors from approximately 34% of sales in the first six months of fiscal 2000 to 24% of sales in the first six months of fiscal 2001. As a growing percentage of the Company's goods are sold on an immediate shipment basis, Delta Apparel believes that backlog order levels may no longer give a general indication of future sales. Inventories at December 30, 2000 totaled $39.5 million, compared to $28.2 million at July 1, 2000. The increase in inventories is due to an increase in manufacturing capacity which will allow the Company to meet its projected sales growth. The Company will continue to build its inventory levels as it prepares for its anticipated sales growth for the balance of the fiscal year. Capital expenditures in the three months ended December 30, 2000 were $0.7 million as compared to $0.9 million in the three months ended January 1, 2000. For the first six months of fiscal year 2001, capital expenditures were $1.1 million which was consistent with the first six months of fiscal year 2000. The expenditures in fiscal year 2001 were primarily related to E-commerce and the Company's expansion into Mexico. LIQUIDITY AND CAPITAL RESOURCES Delta Apparel's operating activities used cash of $1.1 million in the first six months of fiscal year 2001. The cash used was primarily the result of an increase in inventory and a decrease in accrued expenses, offset by net income and a reduction in receivables. In mid-May 2000, Delta Apparel entered into a credit agreement with a lending institution, under which the lender provided Delta Apparel with a $10 million term loan and a 3-year $25 million revolving credit facility. 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. Delta Apparel granted the lender a first mortgage lien on or security interest in substantially all of its assets. Delta Apparel has the option to increase the revolving credit facility from $25 million to $30 million, provided that no event of default exists under the facility. Delta Apparel expects that its peak borrowing needs will be in its third fiscal quarter and that during that quarter it may need to draw on the revolver or set aside for letters of credit approximately $10.0 million under its revolving credit facility for working capital purposes and letters of credit. At December 30, 2000, the Company had $3.0 million outstanding under the revolving credit facility at an interest rate of 9.5%. The interest rate at December 30, 2000 on the term loan was 8.74%. Based on these expectations, Delta Apparel believes that its $25 million revolving credit facility should be sufficient to satisfy its foreseeable working capital needs, and that the cash flow generated by its operations and funds available under its revolving credit line should be sufficient to service its debt payment requirements, to satisfy its day-to-day working capital needs and to fund its planned capital expenditures. Any material deterioration in Delta Apparel's results of operations, however, may result in Delta Apparel losing its ability to borrow under its revolving credit facility and to issue letters of credit to suppliers or may cause the borrowing availability under that facility to be insufficient for Delta Apparel's needs. On November 1, 2000, the Board of Directors authorized the repurchase by the Company in open market transactions of up to $3.0 million of Delta Apparel common stock ("Stock Repurchase Program"). All purchases are made at the discretion of management in accordance with IRS guidelines for share repurchases after a spin-off. In connection with the Stock Repurchase Program, during the three months ended December 30, 2000, the Company purchased 3,300 shares of Delta Apparel common stock for an aggregate of $52,000. The Company has authorization to spend up to $3 million under its bank credit agreement for share repurchases. Item 3. Quantitative and Qualitative Disclosures about Market Risk COMMODITY RISK SENSITIVITY The Company purchases cotton from approximately seven established merchants with whom it has long standing relationships. The majority of the Company's purchases are executed using "on-call" contracts. These on-call arrangements are used to insure that an adequate supply of cotton is available for the Company's requirements. Under on-call contracts, the Company agrees to purchase specific quantities for delivery on specific dates, with pricing to be determined at a later time. Prices are set according to prevailing prices, as reported by the New York Cotton Exchange, at the time of the Company's election to fix specific contracts. Cotton on-call with a fixed price at December 30, 2000 was valued at $9.9 million, and is scheduled for delivery between January, 2001 and September, 2001. At December 30, 2000, the Company had unpriced contracts for deliveries between April, 2001 and September, 2001. Based on the prevailing price at December 30, 2000, the value of these unpriced commitments is approximately $4.3 million. Daily price fluctuations are minimal, yet long-term trends in price movement can result in unfavorable pricing of cotton for Delta Apparel. Delta Apparel does not use financial instruments to hedge commodity price risk. At December 30, 2000, a 10% decline in the market price of the cotton covered by Delta Apparel's fixed price contracts would have had a negative impact of approximately $1.0 million on the value of the contracts. INTEREST RATE SENSITIVITY Delta Apparel's credit agreement provides that the interest rate on outstanding amounts owed shall bear interest at variable rates. If the amount of outstanding indebtedness at December 30, 2000 under the revolver and term loan had been the amount outstanding during the entire three months ended December 30, 2000 and the interest rate on this outstanding indebtedness had been increased by 1%, Delta Apparel's expense would have been approximately $29,000, or 11.1%, higher during the quarter. The actual increase 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. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company previously reported a product liability and wrongful death lawsuit, captioned Scelza, et al. v. Caldor, Inc., et al. This case was settled and the full amount of the settlement and legal fees were covered by insurance. On December 4, 2000, the Company was notified about a product liability lawsuit, captioned Holly Shipp, et al. v. Chico Unified School District, et al. that was filed in the Superior Court of the State of California in Butte County, California, against the Company and other parties. The lawsuit seeks an unknown amount of damages plus punitive damages and attorneys' fees for the injury sustained by Holly Shipp in September, 1999 caused by her shirt catching fire while she was in welding class. The case is still in the preliminary stages and very little discovery has been completed. Delta Apparel believes that any reasonably likely judgment in the lawsuit would be covered by insurance and, therefore, does not believe that the lawsuit will have a material adverse effect on Delta Apparel's operations, financial condition or liquidity. Item 2. Changes in Securities and Use of Proceeds On November 28, 2000 the Company issued an aggregate of 100 shares of the Company's common stock to employees of the Company in appreciation for their service to the Company. The Company believes that the issuance of these shares to employees was exempt from registration under the Securities Act of 1933, as amended, by reason of Section 4(2) of that Act. On November 30, 2000, the Company redeemed (the "Redemption") all of its outstanding rights (the "Rights"), the terms of which are set forth in that certain Shareholder Rights Agreement dated January 27, 2000 (the "Rights Agreement"), by and between the Company and First Union National Bank, as rights agent. The Rights Agreement and the Rights are commonly referred to as a "poison pill." Prior to their redemption, one Right was attached to each share of the Company's issued and outstanding common stock, and the Rights were exercisable only upon the occurrence of certain events as provided in the Rights Agreement. The Redemption occurred pursuant to resolutions adopted by the Company's Board of Directors on November 1, 2000, which set the record date for the Redemption at November 16, 2000. Pursuant to the provisions of the Rights Agreement, the redemption price was $0.001 per Right. The effect of the Redemption is that the Rights are no longer outstanding or exercisable. Item 4. Submission of Matters to a Vote of Security Holders The following summarizes the votes at the Annual Meeting of the Company's shareholders held on November 7, 2000:
Election of Broker Directors For Against Withheld Abstentions Nonvotes - ------------------------------------------------------------------------------------------------------------------------------ William F. Garrett 1,658,660 N/A 8,100 N/A N/A C.C. Guy 1,658,655 N/A 8,105 N/A N/A Robert W. Humphreys 1,658,630 N/A 8,130 N/A N/A Dr. James F. Kane 1,658,615 N/A 8,145 N/A N/A Dr. Max Lennon 1,658,618 N/A 8,142 N/A N/A E. Erwin Maddrey, II 1,658,658 N/A 8,102 N/A N/A Buck A. Mickel 1,658,658 N/A 8,102 N/A N/A Donald P. Howard 414,307 N/A 375 N/A N/A Jack J. Jackson 414,307 N/A 375 N/A N/A Talmadge Knight 414,307 N/A 375 N/A N/A Bettis C. Rainsford 414,307 N/A 375 N/A N/A Roger H. Timpson 414,296 N/A 386 N/A N/A Grace G. Young 414,307 N/A 375 N/A N/A Ratification of Appointment of KPMG LLP as Independent Auditors for Fiscal Year 2001 2,073,487 7,653 N/A 302 N/A
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.10 Employment Agreement between Delta Apparel, Inc. and Herbert M. Mueller dated November 7, 2000 10.11 Employment Agreement between Delta Apparel, Inc. and Martha M. Watson dated November 7, 2000 (b) No reports on Form 8-K were filed by the Company during the fiscal quarter ended December 30, 2000. 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. Delta Apparel, Inc. ------------------- (Registrant) January 30, 2001 /s/ Herbert M. Mueller ----------------- ----------------------- By: Herbert M. Mueller Vice President, Chief Financial Officer and Treasurer