Quarterly report pursuant to Section 13 or 15(d)

Note M - Derivatives and Fair Value Measurements

v3.20.1
Note M - Derivatives and Fair Value Measurements
6 Months Ended
Mar. 28, 2020
Notes to Financial Statements  
Derivatives and Fair Value [Text Block]
Note M—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. As of 
March 28, 2020,
all of other comprehensive income was attributable to shareholders;
none
 related to the non-controlling interest.  Outstanding instruments as of
March 28, 2020
, are as follows:
 
 
 
 
Notional
   
 
 
 
 
Effective Date
 
Amount
   
Fixed LIBOR Rate
 
Maturity Date
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
 
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 
March 28, 2020,
and 
September 28, 2019 (
in thousands):
 
 
 
March 28,
   
September 28,
 
   
2020
   
2019
 
Deferred tax liabilities
 
$
481
   
$
324
 
Other non-current liabilities
   
(1,914
)
   
(1,293
)
Accumulated other comprehensive loss
 
$
(1,433
)
 
$
(969
)
 
 
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. 
No
such cotton contracts were outstanding at 
March 28, 2020,
or
September 28, 2019.
 
ASC 
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 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
     
 
     
 
     
 
     
 
March 28, 2020
  $
(1,914
)  
  $
(1,914
)  
September 28, 2019
  $
(1,293
)  
  $
(1,293
)  
                                 
Contingent Consideration
     
 
     
 
     
 
     
 
March 28, 2020
  $
(5,580
)  
 
  $
(5,580
)
September 28, 2019
  $
(9,094
)  
 
  $
(9,094
)
 
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
March 28, 2020
 and
September 28, 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
DTG2Go
acquisition purchase price consisted of additional payments contingent on the combined business’s achievement of certain performance targets related to sales and earnings before interest, taxes, depreciation and amortization ("EBITDA") for the period from
April 1, 2018,
through
September 29, 2018,
as well as for our fiscal years
2019,
2020,
2021
and
2022.
The valuation of the fair value of the contingent consideration is based upon inputs into the Monte Carlo model, including projected results, which then are discounted to a present value to derive the fair value. The fair value of the contingent consideration is sensitive to changes in our projected results and discount rates. At
September 28, 2019,
the fair value of contingent consideration was estimated at
$8.9
million. During the
six
-months ended
March 28, 2020,
$2.5
million was paid related to the
2019
period. As of
March 28, 2020,
we estimate the fair value of contingent consideration to be
$5.6
million, a
$0.8
million reduction from
September 28, 2019,
resulting from changes in the projections and adjustments to the discount rate.
 
In
August 2013,
we acquired Salt Life, which included contingent consideration as part of the purchase price and which is 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. During the quarter ended
March 28, 2020,
it was determined that the calendar year
2019
performance targets were
not
achieved and, as a result, the
$0.2
million accrual as of
September 28, 2019,
was reversed. At
March 28, 2020,
no
amount was accrued for contingent consideration in relation to the acquisition of Salt Life.