Quarterly report pursuant to Section 13 or 15(d)

Note L - Derivatives and Fair Value Measurements

v3.19.2
Note L - Derivatives and Fair Value Measurements
9 Months Ended
Jun. 29, 2019
Notes to Financial Statements  
Derivatives and Fair Value [Text Block]
Note L—Derivatives and Fair Value Measurements
 
From time to time, we
may
use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes. These financial instruments are
not
used for trading or speculative purposes. We have designated our interest rate swap contracts as cash flow hedges of our future interest payments. As a result, the gains and losses on the swap contracts are reported as a component of other comprehensive income and are reclassified into interest expense as the related interest payments are made. All components of other comprehensive income are attributable to shareholders.  As of
June 29, 2019
, there are
no
components related to the non-controlling interest.  Outstanding instruments as of
June 29, 2019
, are as follows:
 
 
 
 
Notational
   
 
 
 
 
Effective Date
 
Amount
   
Fixed LIBOR Rate
 
Maturity Date
Interest Rate Swap
July 19, 2017
 
$10.0 million
   
1.74%
 
July 19, 2019
Interest Rate Swap
July 19, 2017
 
$10.0 million
   
1.99%
 
May 10, 2021
Interest Rate Swap
July 25, 2018
 
$20.0 million
   
3.18%
 
July 25, 2023
 
From time to time, we
may
purchase cotton option contracts to economically hedge the risk related to market fluctuations in the cost of cotton used in our operations. We do
not
receive hedge accounting treatment for these derivatives. As such, the realized and unrealized gains and losses associated with them are recorded within cost of goods sold on the Condensed Consolidated Statement of Operations. 
 
 
FASB Codification
No.
820,
Fair Value Measurements and Disclosures
(“ASC
820”
), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Assets and liabilities measured at fair value are grouped in
three
levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
 
 
Level
1
 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
     
 
Level
2
 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less active.
     
 
Level
3
 – Unobservable inputs that are supported by little or
no
market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.
 
The following financial assets (liabilities) are measured at fair value on a recurring basis (in thousands):
 
   
Fair Value Measurements Using
 
   
 
 
 
 
Quoted Prices in
   
Significant Other
   
Significant
 
   
 
 
 
 
Active Markets for
   
Observable
   
Unobservable
 
   
 
 
 
 
Identical Assets
   
Inputs
   
Inputs
 
Period Ended
 
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Interest Rate Swaps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 29, 2019
  $
(1,184
)    
    $
(1,184
)    
 
September 29, 2018
   
183
     
     
183
     
 
                                 
Cotton Options
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 29, 2019
  $
     
     
     
 
September 29, 2018
   
(110
)    
(110
)    
     
 
                                 
Contingent Consideration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 29, 2019
  $
(9,394
)    
     
    $
(9,394
)
September 29, 2018
   
(10,542
)    
     
     
(10,542
)
 
The fair value of the interest rate swap agreements was derived from a discounted cash flow analysis based on the terms of the contract and the forward interest rate curves adjusted for our credit risk, which fall in Level
2
of the fair value hierarchy. At
June 29, 2019
, book value for fixed rate debt approximates fair value based on quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities (a Level
2
fair value measurement).
 
The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheets for derivatives related to our interest swap agreements as of
June 29, 2019
, and
September 29, 2018
(in thousands):
 
   
June 29,
   
September 29,
 
   
2019
   
2018
 
Other assets
  $
    $
182
 
Deferred tax assets
   
297
     
(46
)
Other non-current liabilities
   
(1,184
)    
 
Accumulated other comprehensive (loss) income
  $
(887
)   $
136
 
 
In
August 2013,
we acquired Salt Life and issued contingent consideration payable in cash after the end of calendar year
2019
if financial performance targets involving the sale of Salt Life-branded products are met during the
2019
calendar year.  We used a Monte Carlo model utilizing the historical results and projected cash flows based on the contractually defined terms, discounted as necessary, to estimate the fair value of the contingent consideration for Salt Life at the acquisition date as well as to remeasure the contingent consideration related to the acquisition of Salt Life at each reporting period.  Accordingly, the fair value measurement for contingent consideration falls in Level
3
of the fair value hierarchy.
 
At
June 29, 2019
, we had
$0.2
million accrued in contingent consideration related to the Salt Life acquisition, a
$1.1
million reduction from the accrual at
September 29, 2018
. The reduction in the fair value of contingent consideration is recorded in other income and is based on the inputs into the Monte Carlo model, including the time remaining in the measurement period and our expectations of sales in calendar year
2019
which have been reduced based on our current view of the retail environment.
 
On
March 9, 2018,
we acquired Teeshirt Ink, Inc. d/b/a
DTG2Go.
The purchase price consisted of
$16.6
million in cash and additional contingent consideration based on achievement of certain performance targets related to sales and EBITDA for the period from
April 1, 2018,
through
September 29, 2018
, as well as for our fiscal years
2019,
2020,
2021
and
2022.
In the
second
quarter of fiscal year
2019,
in accordance with the purchase agreement, contingent consideration of
$0.6
million was paid to the sellers for the earn-out period from
April 1, 2018,
through
September 29, 2018
.  During the
nine
-months ended
June 29, 2019,
we expensed
$0.6
million to increase the contingent consideration primarily driven from the time value from the discount period.
 
At
June 29, 2019
, we had a total of
$9.4
million accrued in contingent consideration, a
$1.1
million decrease from the accrual at
September 29, 2018
. The decrease is driven by the
$0.6
million payment made during the
second
fiscal quarter along with a 
$0.5
million decrease in the accrual which is recorded in other income. The fair value of contingent consideration is based on the inputs into the Monte Carlo model, including the time remaining in the measurement period. Accordingly, the fair value measurement for contingent consideration falls in Level
3
of the fair value hierarchy.