DELTA APPAREL, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Fiscal Year Ended July 1, 2006
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 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 |
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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2750 Premiere Parkway, Suite 100
Duluth, Georgia 30097
(Address of principal executive offices) (zip code)
Registrants telephone number, including area code: (678) 775-6900
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.01
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned filer, as defined in rule 405
of the Securities Act. Yes o No þ.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ.
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
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. (Check One).
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). Yes o No þ.
The aggregate market value of the shares of common stock held by non-affiliates of the registrant,
based on the closing price for the common stock on the American Stock Exchange on December 30,
2005, the last business day of the registrants most recently completed second fiscal quarter, was
approximately $92.1 million. For the purpose of this response, the registrant has assumed that its
directors, corporate officers and beneficial owners of 5% or more of its common stock are the
affiliates of the registrant.
Number of shares of the registrants common stock, par value $0.01, outstanding as of August 18,
2006: 8,540,751
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of this Form 10-K shall be incorporated from the
registrants definitive Proxy Statement to be filed pursuant to Regulation 14A for its 2006 Annual
Meeting of Shareholders currently scheduled to be held on November 9, 2006.
TABLE OF CONTENTS
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, that 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 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 document 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 below 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.
PART I
ITEM 1. BUSINESS
Delta Apparel and the Company, and we, us and our, are used interchangeably to refer to
Delta Apparel, Inc. together with its domestic wholly-owned subsidiaries, including M. J. Soffe,
Co., a North Carolina corporation (M. J. Soffe, or Soffe) and, after August 22, 2005, Junkfood
Clothing Company, a Georgia corporation (Junkfood), and other international subsidiaries, as
appropriate to the context.
Additional information on our company, which is not a part of this annual report, is available at
www.deltaapparel.com. Our reports filed with the Securities and Exchange Commission may be found
under the Investor Relations section of this website.
OVERVIEW
We are a marketer, manufacturer and distributor of high quality branded and private label
Activewear Apparel. We specialize in selling a variety of casual and athletic tops and bottoms,
embellished and unembellished T-shirts, and fleece products for the ever-changing apparel market.
We focus our broad distribution of apparel products to specialty and boutique stores, high-end and
mid-tier retail stores, sporting goods stores, screen printers and private label accounts. In
addition, certain products are sold in college bookstores and to the U.S. Military. Our
distribution facilities are strategically located throughout the United States to better serve our
customers.
We were incorporated in Georgia in 1999 and our principal executive offices are located at 2750
Premiere Parkway, Suite 100, Duluth, Georgia 30097 (telephone number: 678-775-6900). Our common
stock trades on the American Stock Exchange under the symbol DLA.
We operate on a 52-53 week fiscal year ending on the Saturday closest to June 30. The 2006 and
2005 fiscal years were 52-week years and ended on July 1, 2006 and July 2, 2005, respectively. The
2004 fiscal year was a 53-week year and ended on July 3, 2004.
STOCK SPLIT
On April 21, 2005, our Board of Directors approved a 2-for-1 stock split of our common stock. On
May 31, 2005, shareholders received one additional share of common stock for each share held of
record on May 18, 2005. All references in the financial statements with regard to the number of
shares or average number of shares of common stock and related prices, dividends and per share
amounts have been restated to reflect the 2-for-1 stock split.
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BUSINESS DEVELOPMENTS
On August 17, 2006, we signed an asset purchase agreement to acquire substantially all of the net
assets of privately held Fun-Tees, Inc. (Fun-Tees). The acquisition is expected to close on or
around Monday, October 2, 2006, subject to the satisfaction of various closing conditions. The
purchase price for the transaction is $20 million in cash, subject to certain post-closing
adjustments, including an adjustment based on the actual working capital purchased. We expect to
finance the purchase through an amendment to our asset-based secured revolving credit facility.
The agreement can be terminated under various circumstances, including, among others, by us if we
are unable to obtain satisfactory financing and by either party if the transaction fails to close
by October 31, 2006.
Fun-Tees, Inc. is in the business of designing, manufacturing, marketing, and selling private
labeled custom knit t-shirts primarily to major branded sportswear companies. We believe that the
strength of Fun-Tees is its flexibility to custom-manufacture products in a variety of garment
styles, fabrics and colors. Fun-Tees was founded in 1972 and is headquartered in Concord, North
Carolina. We expect to integrate the Fun-Tees textile operations into our Maiden, North Carolina
facility during fiscal year 2007 and to maintain the Fun-Tees off-shore cutting, sewing and
decorating facilities located in El Salvador and Campeche, Mexico.
We have also begun our offshore textile manufacturing initiative in which we plan to open Ceiba
Textiles, a state-of-the-art facility located in the Green Valley Industrial Park in San Pedro
Sula, Honduras. The facility will knit, dye, finish, cut and sew fabrics into apparel, primarily
for the Activewear segment of our business. We expect the facility will be completed during
fiscal year 2007 and production will begin during the first quarter of fiscal year 2008.
Production levels are expected to build to 500,000 pounds per week during fiscal year 2008 and
increase to one million pounds per week in fiscal year 2009. We expect the total capital
investment in Ceiba Textiles will be approximately $25 million, which includes the cost of
constructing the building, which we plan to lease from the Green Valley Industrial Park. In
addition to transferring some of our existing equipment from the United States to Honduras, we
expect to invest approximately $15 million over the next three years in new equipment for the
facility. The new capital is expected to be financed through a local Honduran bank.
On October 3, 2005, our wholly-owned subsidiary, M. J. Soffe Company, purchased substantially all
of the assets of Intensity Athletics, Inc. and its business of designing, manufacturing, and
marketing athletic apparel pursuant to an Asset Purchase Agreement among M. J. Soffe Company,
Intensity Athletics, Inc. (Intensity), and the shareholder of Intensity, Tim Maloney Sales, Inc.
The aggregate consideration paid to Intensity for substantially all of the assets of Intensity was
a cash payment of $0.8 million. Additional amounts are payable to Intensity in cash during each of
fiscal years 2007, 2008, 2009 and 2010 if specified financial performance targets are met by the
Intensity Athletics business during annual periods beginning on October 3, 2005 and ending on
September 26, 2009 (the Earnout Amounts). The Earnout Amounts are capped at a maximum aggregate
amount of $0.6 million.
On July 13, 2005, we formed a new Georgia corporation, Junkfood Clothing Company, as a wholly-owned
subsidiary of Delta Apparel, Inc. On August 22, 2005, Junkfood acquired substantially all of the
assets and properties of Liquid Blaino Designs, Inc. d/b/a Junkfood Clothing (Seller), a
California-based designer, distributor and marketer of licensed and branded apparel. Junkfood
Clothing Company remains headquartered in Los Angeles, California, and we are operating Junkfood as
a separate business within our Retail-Ready segment.
The acquisition was completed pursuant to an Asset Purchase Agreement (the Asset Purchase
Agreement) among Delta Apparel, Junkfood, Seller, and the shareholders of Seller, Natalie Grof and
Blaine Halvorson. At the closing of the acquisition, we paid $20 million to Seller in cash and
issued to Seller a promissory note in the original principal amount of $2,500,000. The promissory
note bears interest at 9% and has a three-year term. The purchase price was subject to a
post-closing adjustment of $4.4 million based on the actual working capital purchased. Also,
additional amounts are payable to Seller in cash 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 2, 2006 and during each of the three fiscal years thereafter (ending on
June 27, 2009).
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BUSINESS SEGMENTS
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 comprises our business units primarily focused on garment styles
that are characterized by low fashion risk. We market, distribute and manufacture unembellished
knit apparel under the brands of 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 that Fun-Tees
manufactures will be included in the Activewear Apparel segment upon acquisition.
The Retail-Ready Apparel segment comprises 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. Junkfood Clothing Company is included in
the Retail-Ready Apparel segment as of August 22, 2005. Our products in this segment are marketed
under the Soffe® label, and as of October 3, 2005, includes the Intensity Athletics® label,
and, as of August 22, 2005, the Junkfood® and Sweet and Sour® labels.
See Note 14 of the Notes to Financial Statements for financial information regarding segment
reporting, which information is incorporated herein by reference.
PRODUCTS
We specialize in selling a variety of casual and athletic tops and bottoms, embellished and
unembellished T-shirts, and fleece products for the ever-changing apparel market.
Our Activewear Apparel segment markets high quality knit apparel garments for the entire family.
These garments are marketed under the Delta Pro Weight®, Delta Magnum Weight, and Quail Hollow
Sportswear brand names. The Pro Weight line represents a diverse selection of 5.5 oz 100% cotton
silhouettes. Short sleeve and long sleeve tees are available in both youth and adult sizes in a
variety of colors. Specialty items that are also available for adults include pocket tees, tank
tops, sleeveless tees, pigment-dyed tees, and a wide variety of colors in ringer tees. The Magnum
Weight line is designed to give our customer a variety of silhouettes in a heavier 6.1 oz, 100%
cotton fabric. Products in this category include short sleeve and long sleeve silhouettes in a
wide range of colors, available from the size 2-Toddler to adult sizes up to 5X. The Quail Hollow
line includes polo shirts, ladies and junior tees, cheer shorts, and adult and youth fleece styles.
The ladies and juniors programs feature an assortment of styles developed specifically for misses,
plus sizes and young juniors. Polo shirts are offered in solid color 7oz. ringspun pique for men,
ladies and youth, and a heavy weight 100% cotton jersey style for adults.
Our Retail-Ready Apparel segment designs and produces shorts, T-shirts, jersey and fleece apparel
that are available in a wide variety of colors and sizes, including toddlers, boys, girls, mens,
womens and big & tall. We believe that the shorts that are branded with the Soffe® label enjoy a
very loyal following among teenage and adolescent girls, many of whom are involved in cheerleading
and dance teams. During the 2006 fiscal year, we also added sports team uniforms to our product
line, under the Intensity Athletics® label. With the addition of Junkfood Clothing Company on
August 22, 2005, our Retail-Ready Apparel segment includes vintage licensed apparel for juniors,
men, boys and children. The Junkfood® product line, including Sweet and Sour®, has experienced
significant growth over the last several years through its innovative designs and style. We
believe our Retail-Ready Apparel segment is also a leader in product innovation as demonstrated by
our Dri-release offerings. Dri-release is a microblend performance fiber that is engineered to
offer cotton-like comfort with quick dry properties to wick perspiration away from the skin. Our
recent additions to this line include the new Soffe performance apparel line offering WicAway
fabrics, a new fabric with quick-drying properties.
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MARKETING
Our marketing is performed by both employed sales personnel and independent sales representatives
located throughout the country. Our sales force services the retail direct, sporting goods,
military, private label, department store and college bookstore customer bases. During fiscal year
2006, we served approximately 15,000 customers. No single customer accounted for more than 10% of
our sales in fiscal years 2006, 2005 or 2004. Part of our strategy is not to become dependent on
any single customer. Substantially all of our revenues for the past three fiscal years have been
generated from domestic sales. With the acquisition of Junkfood Clothing, we hope to expand our
international presence in Canada, Europe and Asia and expect our international sales could become a
larger portion of our revenue in future years.
The majority of our knit apparel products are produced based on forecasts to permit quick shipment
and to level production schedules. Specialty knit apparel products and private label knit apparel
styles are generally made only to order. Some customers place multi-month orders and request
shipment at their discretion. We offer same-day shipping in our Activewear Apparel segment and
both segments use third party carriers to ship products to our customers. In order to better serve
our customers, we allow our customers to order products by the piece, by the dozen, or in full case
quantities. As a significant portion of our business consists of at-once EDI orders and direct
catalog orders, we believe that backlog order levels do not give a general indication of future
sales.
Our sales reflect some seasonality, with sales during our first and fourth fiscal quarters
generally being the highest, and sales during our second fiscal quarter generally being the lowest.
The apparel industry is characterized by rapid shifts in fashion, consumer demand and competitive
pressures, resulting in both price and demand volatility. The demand for any particular product
varies from time to time based largely upon changes in consumer preferences and general economic
conditions affecting the apparel industry, such as consumer expenditures for non-durable goods.
MANUFACTURING
We knit, dye, finish and cut our fabric in company-owned plants located in Fayette, Alabama,
Maiden, North Carolina, and Fayetteville, North Carolina. Our garments are primarily sewn in our
company-owned plants in Fayetteville, North Carolina, and Rowland, North Carolina, in a leased
facility in Campeche, Mexico and in two leased facilities in San Pedro Sula, Honduras. At the
2006, 2005 and 2004 fiscal year ends, our long-lived assets in Honduras and Mexico collectively
comprised 5.2%, 6.2% and 7.9%, respectively, of our total net property, plant and equipment. In
addition, during the past three fiscal years, garments were sewn through our joint venture in Costa
Rica. Our joint venture in Costa Rica was comprised of a 50% equity ownership interest in SOHA,
S.A. held by Soffes subsidiary SAIM, LLC that was carried on our balance sheet under the equity
method of accounting. SOHAs management was independent from us, and the other 50% of SOHA S.A.
was owned by a group of individual Costa Rican shareholders. SOHAs assets did not constitute a
material portion of our long-lived assets. In June 2006, we sold our equity in the joint venture
to the other shareholders, and on July 6, 2006 we dissolved SAIM, LLC. In fiscal year 2006,
approximately 74% of our manufactured products were sewn in company-operated locations and 1% was
sewn by our joint venture in Costa Rica. The remaining products were sewn by outside contractors
located in the Caribbean basin.
Along with our internal manufacturing, we source undecorated products and full-package products
through independent sources. In fiscal year 2006, we sourced approximately 7% of our products.
RAW MATERIALS
In conjunction with the sale of our yarn spinning facility located in Edgefield, South Carolina in
January 2005, we entered into a five-year agreement with Parkdale America to supply our yarn
requirements. During this five-year period, we will purchase exclusively 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). The purchase price of yarn is based upon the cost of cotton plus a fixed
conversion cost. If Parkdales operations are disrupted and it is not able to provide us with our
yarn requirements, we may need to obtain yarn from alternative sources. Although alternative
sources are available, we may not be able to enter into arrangements with substitute suppliers on
terms as favorable as our current terms with Parkdale. As there can be no assurance that we would
be able to pass along our own higher cost of yarn to our customers, this could have a material
adverse effect on our results of operations.
We also purchase greige fabric to supplement our own production when required or when it is
cost-effective to do so. These products are available from a number of suppliers. Our dyes and
chemicals are also purchased from several suppliers. Dyes
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and chemicals are available from a large number of suppliers and we have not experienced any
difficulty in obtaining sufficient quantities.
COMPETITION
We sell our products in a highly competitive market in which numerous distributors and
manufacturers compete, some of which are larger, more diversified and have greater financial
resources than we do. Competition in the Activewear Apparel segment is generally based upon price,
service, delivery time, quality and flexibility, with the relative importance of each factor
depending upon the needs of particular customers and the specific product offering. With respect
to branded product lines, competition is mainly based upon consumer recognition and preference.
Our strategy for Soffe includes sustaining the strong reputation of Soffe and adapting our product
offerings to the changes in fashion trends and consumer preferences. Our strategy for Junkfood is
to continue building strong brand recognition, increase our product offerings by adding mens,
boys and childrens lines, and increase our customer base. In addition, with respect to both the
Activewear and Retail-Ready Apparel segments, we want to provide the best overall value to our
customers. Our favorable competitive aspects include the high consumer recognition and loyalty to
the Soffe and Junkfood brands, the high quality of our products, and our flexibility and process
control, which leads to product consistency. Our ability to remain competitive in the areas of
quality, price, design, marketing, product development, manufacturing, and distribution will, in
large part, determine our future success.
TRADEMARKS
We own trademarks, which are important to our business. We believe that Soffe®, which has been in
existence since 1946, has stood for quality and value in the Activewear market for more than fifty
years. Soffe® has been a registered trademark since 1992. Junkfood® has been a registered
trademark since 1999, and is a recognized brand primarily in the vintage apparel marketplace. In
addition to the Soffe® and Junkfood® trademarks, we also rely on the strength of our Sweet and
Sour®, DELTA®, QUAIL HOLLOW, and Intensity Athletics® brands.
LICENSES
We have the right to use trademarks under license agreements. Soffe is an official licensee for
over 300 colleges and universities, and Junkfood licenses over 60 trademarks for its vintage
apparel products. Our license agreements are primarily non-exclusive in nature and typically have
terms that range from one to three years. Historically, we have been able to renew our license
agreements and do not anticipate difficulty in renewing our license agreements in the future.
Although we are not dependent on any single license, we believe our license agreements in the
aggregate are of significant value to our business.
EMPLOYEES
As of July 1, 2006 we employed approximately 4,000 full time employees, of whom approximately 1,600
were employed in the United States. We have never had a strike or work stoppage and believe that
our relations with our employees are good. We have invested significant time and resources in
ensuring that the working conditions in all of our facilities meet or exceed the standards imposed
by the governing laws. We have obtained WRAP (Worldwide Responsible Apparel Production)
certification for all of our existing sewing plants in Honduras and Mexico. We also obligate our
third party contractors to follow our employment policies.
AVAILABLE INFORMATION
Our corporate internet address is www.deltaapparel.com. Through the website, we make available,
free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and any amendments to those reports, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. Our SEC reports can be accessed
through the investor relations section of our website. The information found on our website is not
part of this, or any other, report we file with or furnish to the SEC.
In addition, we will provide, at no cost upon request, paper or electronic copies of our reports
and other filings made with the SEC. Requests should be directed to: Investor Relations
Department, Delta Apparel, Inc., 300 North Main Street, Suite 201, Greenville, South Carolina
29601. Requests can also be made by telephone to 864-232-5200 ext 6621.
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ENVIRONMENTAL AND REGULATORY MATTERS
We are subject to various federal, state and local environmental laws and regulations concerning,
among other things, wastewater discharges, storm water flows, air emissions and solid waste
disposal. Our plants generate very small quantities of hazardous waste, which are either recycled
or disposed of off-site. Most of our plants are required to possess one or more discharge permits
and we are currently in compliance with the requirements of these permits.
We incur capital and other expenditures each year that are aimed at achieving compliance with
current and future environmental standards. Generally, the environmental rules applicable to us
are becoming increasingly stringent. We do not expect that the amount of these expenditures in the
future will have a material adverse effect on our operations, financial condition or liquidity.
There can be no assurance, however, that future changes in federal, state, or local regulations,
interpretations of existing regulations or the discovery of currently unknown problems or
conditions will not require substantial additional expenditures. Similarly, the extent of our
liability, if any, for past failures to comply with laws, regulations and permits applicable to our
operations cannot be determined.
ITEM 1A. RISK FACTORS
We operate in a rapidly-changing, highly competitive business environment that involves substantial
risks and uncertainties, including, but not limited to, the risks identified below. The risks
described below are not the only risks that we face. Additional risks not presently known to us or
that we currently do not view as material, may become material, and may impair our business
operations. Any of these risks could cause, or contribute to causing, our actual results to differ
materially from expectations.
ACQUISITION. We anticipate closing on the acquisition of Fun-Tees, Inc. on or around October 2,
2006; however, the closing of the acquisition is subject to the satisfaction of various closing
conditions, including obtaining all necessary consents. The agreement can be terminated under
various circumstances, including, among others, by us if we are unable to obtain satisfactory
financing and by either party if the transaction fails to close by October 31, 2006. The success
of the acquisition is dependent on our ability to integrate Fun-Tees into our existing textile
operations, and to achieve the anticipated synergies with our activewear division. If we are
unable to successfully integrate our operations, it could have a material adverse effect on our
results of operations.
PRICING PRESSURES. Prices in our industry have generally been dropping over the past several
years, even though demand for our products has increased since fiscal year 1998. The price
declines have resulted from factors largely outside of our control, such as the industrys transfer
of manufacturing out of the United States, excess supply capacity, and changing raw material
prices. In addition, intense competition to gain market share has led some competitors to sell
substantial amounts of goods at prices against which we cannot profitably compete. Demand for our
products is dependent on the general demand for Activewear Apparel and the availability of
alternative sources of supply. Our strategy in this market environment is to be a low-cost
producer and to differentiate ourselves by providing quality service to our customers. Even if
this strategy is successful, its results may be offset by reductions in demand or price declines.
COMPETITION. We sell our products in a highly competitive market in which numerous distributors
and manufacturers compete, some of which are larger, more diversified and have greater financial
resources than we do. Competition in the Activewear Apparel industry is generally based upon
price, service, delivery time, quality and flexibility, with the relative importance of each factor
depending upon the needs of particular customers and the specific product offering. With respect
to branded product lines, competition is mainly based upon consumer recognition and preference. If
we are unable to remain competitive in the areas of quality, price, design, marketing, product
development, manufacturing, and distribution, it could have a material adverse effect on our
results of operations.
FASHION TRENDS. The Retail-Ready Apparel segment comprises our business units primarily focused
on more specialized apparel garments to meet consumer preferences and fashion trends. The
popularity, supply and demand for particular apparel products can change significantly from year to
year based on prevailing fashion trends and other factors. Our ability to adapt to fashion trends
in designing our products is important to the success in the Retail-Ready Apparel segment. If we
are unable to quickly adapt to consumer preferences in the design of our products, it could have a
material adverse effect on our results of operations. In addition, a slow-down in the economy
could cause changes in the demand for apparel products, which could have a material adverse effect
on our results of operations.
YARN
PRICING AND AVAILABILITY. Yarn is the primary raw material used in our manufacturing
processes. As described above in Raw Materials, in conjunction with the sale of our yarn
spinning facility, we entered into a five-year agreement with 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
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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. We fix the cotton prices as a component of
the purchase price of yarn 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. Thus, we are subject to the commodity risk of cotton prices
and cotton price movements which could result in unfavorable yarn pricing for us. While we believe
that we will be competitive with other companies in setting the price of cotton purchased for
future production, any significant increase in the price of cotton could have a material adverse
effect on our results of operations. In addition, if Parkdales operations are disrupted and it is
not able to provide us with our yarn requirements, we may need to obtain yarn from alternative
sources. We may not be able to enter into arrangements with substitute suppliers on terms as
favorable as our current terms with Parkdale, which could have a material adverse effect on our
results of operations.
DISRUPTION IN DISTRIBUTION OPERATIONS. We have company-owned and leased distribution facilities
located throughout the United States. Any significant interruption in the operation of any of
these facilities may delay shipment of merchandise to our customers, damage our reputation or
otherwise have a material adverse effect on our financial condition and results of operations.
Moreover, a failure to successfully coordinate the operations of these facilities also could have a
material adverse effect on our financial condition and results of operations.
INFORMATION SYSTEMS. We depend on information systems to manage our inventory, process
transactions, respond to customer inquiries, purchase, sell and ship goods on a timely basis and
maintain cost-effective operations. We may experience operational problems with our information
systems as a result of system failures, viruses, or other causes. Any material disruption or
slowdown of our systems could cause operational delays that could have a material adverse effect on
our results of operations.
CREDIT RISK. We are exposed to the risk of financial non-performance by our customers on a
significant amount of our sales. Our extension of credit involves considerable judgment and is
based on an evaluation of each customers financial condition and payment history. We monitor our
credit risk exposure by periodically obtaining credit reports and updated financials on our
customers. In addition, we mitigate our risk of loss by obtaining credit insurance on a portion of
our accounts receivable. We maintain an allowance for doubtful accounts for potential credit
losses based upon our historical trends and other available information. However, the inability to
collect on sales to significant customers or a group of customers could have a material adverse
effect on our results of operations.
TRANSPORTATION COSTS. We incur significant freight costs to transport our goods from our domestic
textile plants to off-shore sewing facilities and then to bring our goods back into the United
States. In addition, we incur transportation expenses to ship our products to our customers.
Transportation costs significantly increased during fiscal year 2006 and had an unfavorable impact
on our results of operations. Further significant increases in the costs of freight and
transportation could have a material adverse effect on our results of operations, as there can be
no assurance that these increased costs could be passed to our customers.
ENERGY CONSUMPTION AND PRICES. Our manufacturing operations require high inputs of energy, and
therefore changes in energy prices impact on our gross profits. Energy costs significantly
increased during fiscal year 2006 and had an unfavorable impact on our results of operations. We
are focusing on manufacturing methods that will reduce the amount of energy used in the production
of our apparel products to mitigate the rising costs of energy. However, further significant
increases in energy prices could have a material adverse effect on our results of operations, as
there can be no assurance that these increased costs could be passed to our customers.
GOODWILL AND INTANGIBLE ASSETS. When we acquire a business, a portion of the purchase price of the
acquisition may be allocated to goodwill and other identifiable intangible assets. The amount of
the purchase price which is allocated to goodwill and other intangible assets is determined by the
excess of the purchase price over the net identifiable assets acquired. At July 1, 2006, our
goodwill was approximately $13.9 million. Under current accounting standards, if we determine
goodwill or intangible assets are impaired, we would be required to write down the value of these
assets. We conduct an annual review to determine whether goodwill and other identifiable
intangible assets are impaired. We completed such an impairment analysis for our fiscal year ended
July 1, 2006, and concluded that no impairment charge was necessary. There can, however, be no
assurance that we will not be required to take an impairment charge in the future, which could have
a material adverse effect on our results of operations.
AVAILABILITY OF CASH. Significant operating losses or significant uses of cash in our operations
could cause us to be unable to pay our debts as they become due and to default on our credit
facility, which would have an adverse effect on the value of our common shares. Our credit
agreement contains customary representations and warranties, funding conditions and events of
default. A breach of one or more covenants or any other event of default under the credit
agreement could result in an acceleration of our obligations under the agreement, in the
foreclosure on any assets subject to liens in favor of
8
the credit agreements lenders, and in the inability of us to borrow additional amounts under the
credit agreement. In addition, our agreement is an asset-based revolving credit facility. Our
ability to borrow under the agreement depends on our accounts receivable and inventory levels. A
significant deterioration in our accounts receivable or inventory levels could restrict our ability
to borrow funds.
MARKET PRICE OF DELTA APPAREL SHARES. Various investment banking firms have informed us that
public companies with relatively small market capitalizations have difficulty generating
institutional interest, research coverage or trading volume. This illiquidity can translate into
price discounts as compared to industry peers or to the shares inherent value. We believe that
the market perceives us to have a relatively small market capitalization. This could lead to our
shares trading at prices that are significantly lower than our estimate of their inherent value.
As of August 18, 2006, we had outstanding 8,540,751 shares of common stock. We believe that
approximately 59.1% of our stock is beneficially owned by persons who beneficially own more than 5%
of the outstanding shares of our common stock and related individuals, and that of this,
approximately 34.9% of the outstanding stock is beneficially owned by institutional investors who
own more than 5% of the outstanding shares. Sales of substantial amounts of our common stock in
the public market by any of these large holders could adversely affect the market price of the
common stock.
PRINCIPAL SHAREHOLDERS EXERT SUBSTANTIAL INFLUENCE. As of August 18, 2006, two members of our
board of directors and related individuals had or shared the voting power with respect to
approximately 24.2% of the outstanding shares of our common stock. These individuals will exert
substantial influence with respect to all matters submitted to a vote of shareholders, including
the election of our directors. In addition, our directors, executive officers and related
individuals, as a group (comprised of 12 people), owned 29.0% of our stock as of August 18, 2006,
and therefore will exert substantial influence with respect to all matters submitted to a vote of
shareholders, including the election of directors.
POLITICAL AND ECONOMIC UNCERTAINTY IN HONDURAS AND MEXICO. We have two company-operated sewing
facilities in Honduras and one company-operated sewing facility in Mexico. In conjunction with the
acquisition of FunTees in fiscal year 2007, we will be adding a facility in El Salvador. If the
labor markets tighten in these countries, it could have adverse effects on the industries located
in the applicable country. In addition, economic or legal changes could occur that affect the way
in which we conduct our business in these countries. For example, a growing economy could lower
unemployment which could increase wage rates or make it difficult to retain employees or employ
enough people to meet demand. The government could also decide to add additional holidays or
change employment law increasing our costs to operate in that country. Domestic unrest or
political instability in any of these countries could also disrupt our operations. Any of these
political, social or economic conditions could adversely affect our results of operations.
U.S. TRADE REGULATIONS. Our products are subject to foreign competition, which in the past has
been faced with significant U.S. government import restrictions. Foreign producers of apparel
often have significant labor cost advantages. Given the number of these foreign producers, the
substantial elimination of import protections that protect domestic apparel producers could
materially adversely affect our business. The extent of import protection afforded to domestic
apparel producers has been, and is likely to remain, subject to political considerations.
The North American Free Trade Agreement or NAFTA became effective on January 1, 1994 and has
created a free-trade zone among Canada, Mexico and the United States. NAFTA contains a rule of
origin requirement that products be produced in one of the three countries in order to benefit from
the agreement. NAFTA has phased out all trade restrictions and tariffs among the three countries
on apparel products competitive with ours. During fiscal 2001, we completed our sewing expansion
into Mexico in order to take advantage of the NAFTA benefits. Subsequent repeal or alteration of
NAFTA could seriously adversely affect our results of operations.
Under the United States-Caribbean Basin Trade Partnership Act (often referred to as the CBI Parity
Bill), effective October 1, 2000, quotas and duties were eliminated on apparel imported from
certain Caribbean basin countries, provided such apparel is made from U.S. fabric (made from U.S.
yarn) formed and cut in the United States. The same exemption from quotas and duties applies to
apparel made from U.S. fabric (made from U.S. yarn) cut in a Caribbean basin country if U.S. thread
is used. This Act also exempts a limited amount of knit apparel (other than outerwear T-shirts)
made from regional fabric (made from U.S. yarn), and T-shirts (other than underwear T-shirts) using
fabric (made from U.S. yarn) formed in a Caribbean basin country. We believe that the CBI Parity
Bill gives us a competitive advantage relative to apparel manufacturers outside of the Caribbean
and improves our competitive position relative to apparel manufacturers inside the non-NAFTA
countries. Subsequent repeal or adverse alteration of the CBI Parity Bill could put us at a
competitive disadvantage relative to such manufacturers.
On August 2, 2005, the Central America Free Trade Agreement (CAFTA) was signed into law. CAFTA
creates a free-trade zone among the United States, El Salvador, Nicaragua, Guatemala, Honduras, and
Costa Rica. Although we are currently operating duty-free in our Central American facilities
through the CBI Parity Bill, CAFTA provides further
9
assurance that this will continue. Subsequent repeal or alteration of CAFTA could seriously
adversely affect our results of operations. In addition, several of our competitors have
established textile production in Central America, which could result in lower manufacturing costs
for them. This might cause the selling prices of our products to decline, which could have a
material adverse effect on our results of operations.
The World Trade Organization or WTO, a multilateral trade organization, was formed in January
1995 and is the successor to the General Agreement on Tariffs and Trade or GATT. This
multilateral trade organization has set forth mechanisms by which world trade in clothing is being
progressively liberalized by phasing-out quotas and reducing duties over a period of time that
began in January of 1995. As it implements the WTO mechanisms, the U.S. government is negotiating
bilateral trade agreements with developing countries (which are generally exporters of textile and
apparel products) that are members of the WTO to encourage them to reduce their tariffs on imports
of textiles and apparel in exchange for reductions by the United States in tariffs on imports of
textiles and apparel. The remaining quotas were eliminated on January 1, 2005, significantly
changing the competitiveness of many countries as apparel sourcing locations. As we believe that
we are a low-cost producer of high quality apparel, we do not expect this to have a material impact
on our results of operations in future years if NAFTA, CBI Parity and CAFTA remain in place. In
addition, the U.S. Government may take other action to improve the impact of a possible influx of
textile products from China. There is, however, no assurance that our future results will not be
impacted by increased global competition.
ENVIRONMENTAL RULES. Our operations must meet extensive federal, state and local regulatory
standards in the areas of safety, health and environmental pollution controls. There can be no
assurance that interpretations of existing regulations, future changes in existing laws, or the
enactment of new laws and regulations will not require substantial additional expenditures.
Similarly, the extent of our liability, if any, for the discovery of currently unknown problems or
conditions, or past failures to comply with laws, regulations and permits applicable to our
operations cannot be determined.
OUTSIDE PRODUCTION. We have historically relied upon third party suppliers for up to 40% of our
sewing production. Any shortage of supply or significant price increases from our suppliers could
adversely affect our results of operations.
TRADEMARKS. We rely on the strength of our trademarks, including the Soffe®, Intensity Athletics®,
DELTA®, QUAIL HOLLOWTM, Junkfood® and Sweet and Sour® brands. We have incurred legal
costs in the past to establish and protect these trademarks, but these costs have not been
significant. We may in the future be required to expend resources to protect these trademarks.
The loss or limitation of the exclusive right to use our trademarks could adversely affect our
sales and results of operations.
LICENSE AGREEMENTS. Our Retail-Ready Apparel segment relies on its licensed products for a
substantial part of its sales. Although we are not dependent on any single license, we believe our
license agreements in the aggregate are of significant value to our business. The loss or failure
to obtain license agreements could adversely affect our sales and results of operations.
KEY MANAGEMENT. Our success depends upon the talents and continued contributions of our key
management, many of whom would be difficult to replace. The loss or interruption of the services
of these executives could have a material adverse effect on our business, financial condition and
results of operations. Although we maintain employment agreements with certain members of key
management, we cannot be assured that the services of such personnel will continue. We do not,
however, maintain an employment agreement with Robert W. Humphreys, President and Chief Executive
Officer. We believe our future success depends on our ability to retain and motivate our key
management, our ability to integrate new members of management into our operations and the ability
of all personnel to work together effectively as a team.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our principal executive offices are located in a leased facility in Duluth, Georgia. Our
administrative, manufacturing and distribution functions are conducted in both leased and owned
facilities. In addition to our executive office in Georgia, we have two executive offices in South
Carolina, two sales offices in New York City, six distribution centers, seven manufacturing
facilities and two warehouses. We also have one facility that combines manufacturing, distribution
and administrative offices and one facility that combines administrative offices with distribution.
10
Listed below are our current facilities:
|
|
|
|
|
Location |
|
Utilization |
|
Segment |
Maiden Plant, Maiden, NC
|
|
Knit/dye/finish/cut
|
|
Activewear |
Fayette Plant, Fayette, AL
|
|
Knit/dye/finish
|
|
Activewear |
Fayetteville Plant 1, Fayetteville, NC
|
|
Cut/sew/decoration/distribution
/administration
|
|
Retail-Ready |
Fayetteville Plant 2, Fayetteville, NC
|
|
Knit/dye/finish/cut
|
|
Retail-Ready |
Rowland Plant, Rowland, NC
|
|
Sew
|
|
Retail-Ready |
Honduras Plant, San Pedro Sula, Honduras
|
|
Sew
|
|
Activewear |
Cortes Plant, San Pedro Sula, Honduras
|
|
Sew
|
|
Activewear |
Mexico Plant, Campeche, Mexico
|
|
Sew
|
|
Activewear |
Shannon Drive Warehouse, Fayetteville, NC
|
|
Warehouse
|
|
Retail-Ready |
Warehouse Center, Knoxville, TN
|
|
Warehouse
|
|
Activewear |
Distribution Center, Clinton, TN
|
|
Distribution
|
|
Activewear |
Distribution Center, Santa Fe Springs, CA
|
|
Distribution
|
|
Activewear and Retail-Ready |
Distribution Center, Miami, FL
|
|
Distribution
|
|
Activewear and Retail-Ready |
Distribution Center, Cranbury NJ
|
|
Distribution
|
|
Activewear and
Retail-Ready |
DC Annex, Fayetteville, NC
|
|
Distribution
|
|
Retail-Ready |
Distribution Center, Lansing, MI
|
|
Distribution
|
|
Retail-Ready |
New York Office, New York, NY
|
|
Sales
|
|
Activewear and
Retail-Ready |
New York Office, New York, NY
|
|
Sales
|
|
Retail-Ready |
Greenville Executive Office, Greenville, SC
|
|
Administration
|
|
Activewear and
Retail-Ready |
Greenville Executive Office, Greenville, SC
|
|
Administration
|
|
Activewear and
Retail-Ready |
Los Angeles Office, Los Angeles, CA
|
|
Administration and Distribution
|
|
Retail-Ready |
Our Retail-Ready segment also had a 50% interest in SOHA, S.A. that performed sewing in
Grecia, Costa Rica. Our ownership in the joint venture was sold in June 2006.
During fiscal year 2006 our manufacturing facilities operated at less than full capacity. We
expect our existing manufacturing facilities to have adequate manufacturing capacity in fiscal year
2007. During fiscal year 2006, we moved our two individual distribution facilities located in
California into one larger consolidated facility. We believe all of our facilities are suitable
for the purposes for which they are designed and are generally adequate to allow us to remain
competitive with our principal competitors. Substantially all of our assets are subject to liens
in favor of our credit agreement lender.
ITEM 3. LEGAL PROCEEDINGS
On May 17, 2006, adversary proceedings were filed in U.S. Bankruptcy Court for the Eastern District
of North Carolina against both Delta Apparel, Inc. and M. J. Soffe Co. in which the bankruptcy
trustee, on behalf of the debtor National Gas Distributors, LLC, alleges that Delta and Soffe each
received avoidable transfers of property from the debtor. The amount of the claim is
approximately $0.7 million plus interest against Delta, and approximately $0.2 million plus
interest against Soffe. We contend that the claims of the trustee have no merit, and have filed
counterclaims, totaling approximately $0.4 million, in the adversary proceedings.
All other pending litigation to which we are a party is litigation arising in the ordinary course
of business. We believe that, as a result of legal defenses, insurance arrangements, and
indemnification provisions with parties believed to be financially capable, any such actions should
not have a material effect on our operations, financial condition, or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter of our 2006 fiscal
year.
11
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES.
Market Information for Common Stock: Our Common Stock is listed and traded on the American Stock
Exchange under the symbol DLA. As of August 18, 2006, there were approximately 1,205 record
holders of our Common Stock.
The following table sets forth, for each of the periods indicated below, the high and low sales
prices per share of our Common Stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2006 |
|
|
Fiscal Year 2005 |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
First Quarter |
|
$ |
16.11 |
|
|
$ |
12.49 |
|
|
$ |
12.95 |
|
|
$ |
10.60 |
|
Second Quarter |
|
|
15.99 |
|
|
|
14.23 |
|
|
|
12.13 |
|
|
|
10.52 |
|
Third Quarter |
|
|
20.25 |
|
|
|
15.41 |
|
|
|
15.65 |
|
|
|
11.83 |
|
Fourth Quarter |
|
|
19.10 |
|
|
|
15.77 |
|
|
|
15.89 |
|
|
|
11.93 |
|
Dividends: On April 18, 2002, our Board of Directors adopted a quarterly dividend program. We
paid $1.5 million and $1.2 million in dividends during fiscal years 2006 and 2005, respectively.
Dividends declared per common share are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First |
|
|
Second |
|
|
Third |
|
|
Fourth |
|
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
Fiscal Year 2006 |
|
$ |
0.040 |
|
|
$ |
0.040 |
|
|
$ |
0.040 |
|
|
$ |
0.050 |
|
Fiscal Year 2005 |
|
$ |
0.035 |
|
|
$ |
0.035 |
|
|
$ |
0.035 |
|
|
$ |
0.040 |
|
Although the Board may terminate or amend the dividend program at any time, we currently expect to
continue the quarterly dividend program.
Subject to the provisions of any outstanding blank check preferred stock, the holders of our common
stock are entitled to receive whatever dividends, if any, may be declared from time to time by our
Board of Directors in its discretion from funds legally available for that purpose. Our credit
agreement permits the payment of cash dividends in an amount up to 25% of cumulative net income
since June 2000 (excluding extraordinary or unusual non-cash items), provided that no event of
default exists or would result from that payment and after the payment at least $6.0 million
remains available to borrow under the revolving credit facility. At July 1, 2006, the total
remaining amount permitted for payment of cash dividends under our credit agreement was $10.8
million.
Any future cash dividend payments will depend upon our earnings, financial condition, capital
requirements, compliance with loan covenants and other relevant factors.
Purchases of our Own Shares of Common Stock: On April 20, 2006, our Board of Directors increased
our authorization to repurchase stock in open market transactions by an additional $5.0 million
pursuant to our Stock Repurchase Program. This brings the total amount authorized for share
repurchase to $11.0 million at July 1, 2006, of which $5.3 million remains available for future
stock repurchases as of July 1, 2006. During fiscal year 2006, we purchased 72,477 shares of our
common stock pursuant to our Stock Repurchase Program for an aggregate of $1.3 million. Since the
inception of the program in November 2000, weve purchased 828,001 shares of our stock under the
program for a total cost of $5.7 million. All purchases were made at the discretion of our
management.
12
In the fourth quarter, we made the following purchases of our common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
Total Number of |
|
Dollar Value of |
|
|
Number of |
|
Average |
|
Shares Purchased |
|
Shares that May Yet |
|
|
Shares |
|
Price Paid |
|
as Part of Publicly |
|
Be Purchased |
Period |
|
Purchased |
|
per Share |
|
Announced Plans |
|
Under the Plans |
April Period
(April 1, 2006 to May 6, 2006)
|
|
|
20,700 |
|
|
$ |
17.53 |
|
|
|
20,700 |
|
|
$5.8 million |
May Period
(May 7, 2006 to June 3, 2006)
|
|
|
9,570 |
|
|
$ |
17.70 |
|
|
|
9,570 |
|
|
$5.6 million |
June Period
(June 4, 2006 to July 1, 2006)
|
|
|
18,107 |
|
|
$ |
17.24 |
|
|
|
18,107 |
|
|
$5.3 million |
Our Stock Repurchase Program does not have an expiration date.
Stock Split: On April 21, 2005, our Board of Directors approved a 2-for-1 stock split of our common
stock. On May 31, 2005, shareholders received one additional share of common stock for each share
held of record on May 18, 2005. All references in the financial statements with regard to the
number of shares or average number of shares of common stock and related prices, dividends and per
share amounts have been restated to reflect the 2-for-1 stock split.
Securities Authorized for Issuance Under Equity Compensation Plans: The information required by
Item 201(d) of Regulation S-K is set forth under Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters of this Annual Report, which
information is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
On August 22, 2005, we completed our acquisition of Junkfood Clothing Company, and on October 3,
2005, we completed our acquisition of Intensity Athletics, Inc. Our consolidated financial
statements include the operations and accounts of Junkfood Clothing Company and Intensity
Athletics, Inc. since the acquisition dates. The consolidated statements of income data for the
years ended June 29, 2002 and June 28, 2003, and the consolidated balance sheet data as of June 29,
2002, June 28, 2003 and July 3, 2004 are derived from, and are qualified by reference to, our
audited consolidated financial statements not included in this document. The consolidated
statement of income data for the years ended July 3, 2004, July 2, 2005 and July 1, 2006, and the
consolidated balance sheet data as of July 2, 2005 and July 1, 2006 are derived from, and are
qualified by reference to, our audited consolidated financial statements included elsewhere in this
document. We operate on a 52-53 week fiscal year ending on the Saturday closest to June 30. The
2004 fiscal year was a 53-week year. The 2006, 2005, 2003 and 2002 fiscal years were 52-week
years. Historical results are not necessarily indicative of results to be expected in the future.
The selected financial data should be read in conjunction with the Consolidated Financial
Statements and the related notes as indexed on page F-1 and Managements Discussion and Analysis
of Financial Condition and Results of Operations in Item 7.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 3, |
|
|
June 28, |
|
|
June 29, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
|
|
|
|
|
(In thousands, except share amounts) |
|
|
|
|
|
Statement of Income Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
270,108 |
|
|
$ |
228,065 |
|
|
$ |
208,113 |
|
|
$ |
129,521 |
|
|
$ |
131,601 |
|
Cost of goods sold |
|
|
(190,222 |
) |
|
|
(174,156 |
) |
|
|
(159,852 |
) |
|
|
(105,552 |
) |
|
|
(110,273 |
) |
Selling, general and administrative expenses |
|
|
(53,530 |
) |
|
|
(37,881 |
) |
|
|
(31,043 |
) |
|
|
(13,220 |
) |
|
|
(11,807 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
26,356 |
|
|
|
16,028 |
|
|
|
17,218 |
|
|
|
10,749 |
|
|
|
9,521 |
|
Other income (loss) |
|
|
657 |
|
|
|
4,117 |
|
|
|
(192 |
) |
|
|
(194 |
) |
|
|
816 |
|
Interest expense, net |
|
|
(3,819 |
) |
|
|
(3,022 |
) |
|
|
(2,622 |
) |
|
|
(732 |
) |
|
|
(677 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
23,194 |
|
|
|
17,123 |
|
|
|
14,404 |
|
|
|
9,823 |
|
|
|
9,660 |
|
Provision for income taxes |
|
|
8,350 |
|
|
|
5,880 |
|
|
|
4,674 |
|
|
|
3,760 |
|
|
|
3,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,844 |
|
|
$ |
11,243 |
|
|
$ |
9,730 |
|
|
$ |
6,063 |
|
|
$ |
6,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.73 |
|
|
$ |
1.35 |
|
|
$ |
1.19 |
|
|
$ |
0.75 |
|
|
$ |
0.74 |
|
Diluted |
|
$ |
1.71 |
|
|
$ |
1.33 |
|
|
$ |
1.16 |
|
|
$ |
0.73 |
|
|
$ |
0.71 |
|
Dividends Declared per Common Share |
|
$ |
0.170 |
|
|
$ |
0.145 |
|
|
$ |
0.125 |
|
|
$ |
0.105 |
|
|
$ |
0.025 |
|
Balance Sheet Data (at year end): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital |
|
$ |
103,210 |
|
|
$ |
86,910 |
|
|
$ |
94,408 |
|
|
$ |
54,283 |
|
|
$ |
43,773 |
|
Total assets |
|
|
203,123 |
|
|
|
159,514 |
|
|
|
169,379 |
|
|
|
94,447 |
|
|
|
88,346 |
|
Total long-term debt |
|
|
50,650 |
|
|
|
17,236 |
|
|
|
29,246 |
|
|
|
7,865 |
|
|
|
3,667 |
|
Shareholders equity |
|
|
100,988 |
|
|
|
86,464 |
|
|
|
75,492 |
|
|
|
65,969 |
|
|
|
61,278 |
|
13
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS OUTLOOK
We believe we ended fiscal year 2006 well positioned to continue increasing our sales and earnings
in fiscal year 2007. During fiscal year 2006, we implemented new merchandising and branding
strategies at Soffe that appear to be increasing brand recognition, as evidenced by the strong
sell-through of the Soffe products at retail. We continued to improve our manufacturing processes
in the Soffe business, which we hope will improve our margins and allow us to better serve our
customers. Sell-through of the Junkfood product line at retail has also been solid, and we are
seeing an increase in orders from several traditional customers for early fall delivery. We
continue to expand our Junkfood product offerings in mens, boys and childrens apparel, which we
believe will continue to grow our business in the future. Overall we are pleased with the fiscal
year 2006 performance of our Retail-Ready segment and are looking forward to continued sales growth
and further improvement in operating margins in fiscal year 2007.
Over the past years, we have used the cash flow from our Activewear segment to fund acquisitions to
build our Retail-Ready segment. In fiscal year 2007, we will be reinvesting in our Activewear
segment with the acquisition of Fun-Tees. and the opening of Ceiba Textiles, our offshore textile
facility. These two initiatives are expected to be key drivers in the future growth of our
Activewear segment.
We expect that the anticipated acquisition of Fun-Tees will significantly increase our private
label business by adding long-term, well-established relationships with national brands. The
customer relationships and off-shore full package offerings are two key competencies of the
Fun-Tees operations, and were the driving factors in our decision to acquire the business. We plan
to migrate the Fun-Tees fabric production into our current facilities, which is expected to improve
the overall cost structure in our Activewear segment.
On an annual basis we expect this acquisition to add approximately $70 million in revenue, and once
integrated, to improve the operating margins in our Activewear segment. The acquisition is
expected to be accretive to earnings in fiscal year 2007, despite the costs associated with moving
fabric production and equipment into our existing facilities. We expect to see the results of the
integration cost improvements in fiscal year 2008. We will not be acquiring any real property as a
part of the FunTees transaction, and do not anticipate there will be any goodwill recorded. The
acquisition of Fun-Tees will increase our employee base by approximately two thousand personnel
located in North Carolina, Alabama, Mexico and El Salvador.
In fiscal year 2007, we are also beginning our off-shore textile initiative in Honduras. With the
recent passage of CAFTA, we believe it is important for us to take advantage of the opportunity to
lower our fabric cost on basic products. The building and utility infrastructure will be leased
from the Green Valley Industrial Park. We expect our capital expenditure for this project will be
approximately $15 million and will be incurred over three fiscal years. The facility is expected
to ultimately produce approximately one million pounds of fabric per week and is expected to reduce
our cost by approximately $7 million annually once at full production levels.
We are pleased to be able to reinvest in our Activewear segment with the acquisition of Fun-Tees
and the opening of Ceiba Textiles, and look forward to realizing the additional sales and profits
that these two initiatives should generate.
EARNINGS GUIDANCE
We will continue to issue earnings guidance of our sales and earnings expectations in fiscal year
2007. We have decided to change our earnings guidance to diluted earnings per share from the prior
practice of issuing guidance based on basic earnings per share. Our earnings guidance includes the
anticipated acquisition of Fun-Tees on or around October 2, 2006. In addition, we expect to record
an extraordinary gain in our first fiscal quarter associated with the final earn-out payment made
to the former M. J. Soffe shareholders. This anticipated extraordinary gain is also included in
the earnings guidance for the first fiscal quarter and fiscal year guidance.
For the first fiscal quarter ending September 30, 2006, we expect sales to be in the range of $64
to $68 million and diluted earnings per share to be in the range of $0.41 to $0.45. This compares
to our fiscal year 2006 first quarter sales of $60.6 million and diluted earnings of $0.39 per
share.
For the 2007 fiscal year ending June 30, 2007, we expect sales to be in the range of $325 to $340
million and diluted earnings per share to be in the range of $1.91 to $2.05. This compares to our
fiscal year 2006 sales of $270.1 million and diluted earnings of $1.71 per share.
14
RESULTS OF OPERATIONS
Overview
For the fiscal year, sales reached an all-time record of $270.1 million, an 18.4% increase from
$228.1 million in sales in the prior year. Gross margins for the year improved 590 basis points to
29.6% compared to 23.6% in the prior year driven from increased sales of the higher margin branded
apparel products and improved manufacturing costs and lower raw material pricing. This was offset
partially by higher energy and transportation costs.
In fiscal year 2006 we began expensing stock option compensation costs in compliance with Statement
No. 123 (revised 2004), Share-Based Payment (Statement 123(R)). During the year, we expensed
approximately $800,000 in stock compensation related to our Stock Option Plan that in prior years
we would not have expensed. In addition, we were required to comply with Section 404 of the
Sarbanes-Oxley Act for fiscal year 2006. We estimate the cost expensed this year, including
internal and external resources, as well as audit fees to comply with Section 404 of the
Sarbanes-Oxley Act, was approximately $900,000, or approximately $0.07 earnings per share.
Net income for the year ended July 1, 2006 was $14.8 million, a 32% increase from the prior year.
Earnings were $1.73 per basic share and $1.71 per diluted share compared to $1.35 per basic share
and $1.33 per diluted share in the prior year. When comparing fiscal year 2006 to fiscal year 2005
results, the following chart highlights our fiscal year 2005 basic earnings per share, adjusted for
the impact of the sale of our Edgefield, South Carolina yarn spinning facility and the reversal of
the tax liability associated with our decision to permanently reinvest our foreign earnings in
Honduras.
|
|
|
|
|
Actual FY05 Basic Earnings Per Share |
|
$ |
1.35 |
|
Sale of Edgefield Plant |
|
|
(0.26 |
) |
Reversal of Foreign Earnings Tax Liability |
|
|
(0.08 |
) |
|
|
|
|
Adjusted FY05 Basic Earnings per Share |
|
$ |
1.01 |
|
Fiscal year 2006 basic earnings per share improved 71.3%, or $0.72 per share, compared to fiscal
year 2005 adjusted basic earnings per share of $1.01. The adjusted basic earnings per share, a
non-GAAP financial measure, will not be comparable to similarly titled measures reported by other
companies. We are presenting adjusted basic earnings per share for the fiscal year ended July 2,
2005 because we believe it provides a more complete understanding of our business results than
could be obtained absent this disclosure. The sale of our yarn spinning plant and the reversal of
the foreign earnings tax liability are infrequent and unusual transactions. We believe it is a
useful tool for investors to assess the operating performance of the business without the effect of
these transactions.
We ended fiscal year 2006 with $47.5 million in receivables, an increase of $10.9 million from the
prior year primarily due to an increase in sales during the quarter. We improved our days sales
outstanding, ending the year at 47 days, compared to 49 days at the end of fiscal year 2005. Our
inventories on July 1, 2006 were $103.7 million, an increase of $4.6 million from the prior year,
primarily due to the Junkfood acquisition. Although we ended the year with inventory levels
slightly above our projections, we believe our year-end inventory levels are appropriate to support
our sales growth expectations for the fiscal 2007 first quarter and full fiscal year.
We reduced our debt levels by $13.6 million during the fourth quarter, ending the year with $50.7
million in total debt. We had $32.4 million of availability under our revolving credit facility at
year end.
Quarterly Financial Data
For information regarding quarterly financial data, refer to Note 17 Quarterly Financial
Information (Unaudited) to the consolidated financial statements.
Fiscal Year 2006 versus Fiscal Year 2005
Net sales for fiscal year 2006 were $270.1 million, an increase of $42.0 million, or 18.4%, from
net sales of $228.1 million in fiscal year 2005. Net sales in the Activewear segment were $136.7
million, a decrease of $6.8 million, or 4.7%, from net sales of $143.4 million in fiscal year 2005.
Lower fiscal year 2006 net sales in the Activewear segment were the result of lower average
selling prices (down 6.6%, accounting for $9.6 million), offset partially by increased unit sales
(up 2.0%, accounting for $2.8 million). The unit growth was driven primarily from basic tee shirt
volume, offset slightly by a decrease in specialty and private label units. The shift in sales
mix, along with slight declines in selling prices across the product categories, drove the lower
average selling prices. The Retail-Ready segment contributed $133.4 million in net sales, compared
to $84.6 million in the fiscal year 2005, an increase of 57.7%, primarily due to the acquisition of
Junkfood.
15
Gross margins for the year ended July 1, 2006 improved 590 basis points to 29.6% compared to 23.6%
in the prior year as a result of the higher gross margins associated with the Retail-Ready business
and improved manufacturing costs. These increases were partially offset by higher energy and
transportation costs. Gross margins as a percentage of sales are higher in the Retail-Ready
segment than the Activewear segment due to the higher average selling prices achieved on the
branded products, partially offset by higher manufacturing costs. Our gross margins may not be
comparable to other companies, since some entities include costs related to their distribution
network in cost of goods sold and we exclude a portion of them from gross margin, including them in
selling, general and administrative expenses.
Selling, general and administrative expenses for fiscal year 2006 were $53.5 million, or 19.8% of
net sales, an increase of $15.6 million from $37.9 million, or 16.6% of net sales, in fiscal year
2005. The 320 basis point increase in selling, general and administrative expenses was primarily
due to the increased selling costs associated with the Junkfood business. Selling costs as a
percentage of net sales are higher in the Retail-Ready segment primarily due to the additional
staffing, higher commissions, royalty expense on licensed products, and increased advertising
expenses associated with selling branded apparel products. Distribution expenses were also higher
in fiscal year 2006, resulting from the additional costs associated with the move and duplication
of expense associated with moving into our new consolidated distribution center in California. Bad
debt expense improved from fiscal year 2005, primarily because in the prior year we took
approximately $0.8 million in expense resulting from non-payment
by a single customer.
Operating income for fiscal year 2006 was $26.4 million, an increase of $10.3 million, or 64.4%,
from $16.0 million in fiscal year 2005. The increase is primarily the result of the higher gross
profit in fiscal year 2006, partially offset by higher distribution and selling, general and
administrative expenses described above. The Activewear and Retail-Ready segments contributed
$6.9 million and $19.1 million in operating income, respectively.
Other income for fiscal year 2006 was $0.7 million, compared to other income of $4.1 million in
fiscal year 2005. Other income in fiscal year 2006 is primarily related to insurance proceeds
received as a result of losses of inventory during the 2005 hurricane season. The 2005 other
income was a result of the sale of our yarn manufacturing plant in Edgefield, South Carolina to
Parkdale America, LLC for $10 million in cash in January 2005. The sale of the Edgefield Plant
resulted in a pre-tax financial gain of $3.6 million. In addition, in May 2005, we sold our
Bladenboro, North Carolina building, resulting in a pre-tax financial gain of $0.4 million.
Net interest expense for fiscal year 2006 was $3.8 million, an increase of $0.8 million from fiscal
year 2005. The increase in interest expense resulted from an increase in interest rates and higher
average debt levels.
Our effective tax rate for the year ended July 1, 2006 was 36.0% compared to 34.3% for the year
ended July 2, 2005. During fiscal year 2006, we took the Section 199 deduction for qualified
production activity income as part of the American Jobs Creation Act of 2004, which had the effect
of reducing our effective income tax rate by approximately 1%. During fiscal year 2005, we decided
to permanently reinvest our foreign earnings in Honduras and therefore reversed a $0.7 million tax
liability associated with the foreign earnings, resulting in the lower effective tax rate during
fiscal year 2005.
Due to the factors described above, net income for fiscal year 2006 was $14.8 million, an increase
of $3.6 million, or 32.0%, from net income of $11.2 million for fiscal year 2005.
Fiscal Year 2005 versus Fiscal Year 2004
Net sales for fiscal year 2005 were $228.1 million, an increase of $20.0 million, or 9.6%, from net
sales of $208.1 million in fiscal year 2004. Net sales in the Activewear Apparel segment were
$143.4 million, an increase of $6.0 million, or 4.4%, from net sales of $137.4 million in fiscal
year 2004. Higher fiscal year 2005 net sales in the Activewear Apparel segment were the result of
higher average unit prices (up 6.6%, accounting for $8.8 million), partially offset by lower unit
sales (down 2.0%, accounting for $2.8 million). The Retail-Ready segment, entered into with the
acquisition of M. J. Soffe Company in October 2003, contributed $84.6 million in net sales for
fiscal year 2005, compared to $70.7 million in the nine months of fiscal year 2004. Fiscal year
2005 included 52-weeks of operations compared to 53-weeks of operations in fiscal year 2004.
Gross margins for the year ended July 2, 2005 improved 40 basis points to 23.6% compared to 23.2%
in the prior year as a result of the higher gross margins associated with the Retail-Ready
business, which was included in the results for the full year in fiscal 2005 and only for nine
months of the 2004 fiscal year. The higher average selling prices in the Activewear Apparel
segment were offset by higher raw material costs, partially offset by lower conversion costs.
Gross margins as a percentage of sales are higher in the Retail-Ready Apparel segment than the
Activewear Apparel segment due to the higher average selling prices achieved on the branded
products, partially offset by higher manufacturing costs. Our gross margins may not be comparable
to other companies, since some entities include costs related to their distribution network in cost
of goods sold and we exclude a portion of them from gross margin, including them in selling,
general and administrative expenses.
16
Selling, general and administrative expenses for fiscal year 2005 were $37.9 million, or 16.6% of
net sales, an increase of $6.8 million from $31.0 million, or 14.9% of net sales, in fiscal year
2004. The 170 basis point increase in selling, general and administrative expenses was primarily
the result of having the Retail-Ready segment included for the full year in fiscal year 2005,
compared to nine months in fiscal year 2004. Selling costs as a percentage of net sales are higher
in the Retail-Ready Apparel segment primarily due to the additional staffing, higher commissions,
royalty expense on licensed products, and increased advertising expenses associated with selling
branded apparel products. General and administrative expenses increased primarily as a result of
costs associated with the sale of our Edgefield facility. In addition, distribution expenses
increased as a result of the startup costs associated with our new Clinton, Tennessee and Cranbury,
New Jersey distribution facilities. Bad debt expense increased in fiscal year 2005 primarily as a
result of non-payment from one customer.
Operating income for fiscal year 2005 was $16.0 million, a decrease of $1.2 million, or 7.0%, from
$17.2 million in fiscal year 2004. The decrease is primarily the result of the higher general and
administrative, distribution and bad debt expenses, as described above. The Activewear Apparel and
Retail-Ready Apparel segments contributed $6.5 million and $9.8 million in operating income,
respectively.
Other income for fiscal year 2005 was $4.1 million, compared to other expense of $0.2 million in
fiscal year 2004. In January 2005, we completed the sale of our yarn manufacturing plant in
Edgefield, South Carolina, resulting in a pre-tax financial gain of $3.6 million. In addition, in
May 2005, we sold our Bladenboro, North Carolina building, resulting in a pre-tax financial gain of
$0.4 million. Other expense in fiscal year 2004 is primarily related to $0.1 million in net losses
on cotton options and $0.1 million loss related to the sales or disposal of certain machinery and
equipment.
Net interest expense for fiscal year 2005 was $3.0 million, an increase of $0.4 million from fiscal
year 2004. The increase in interest expense resulted primarily from the increase in interest rates,
partially offset by lower average outstanding debt.
Our effective tax rate for the year ended July 2, 2005 was 34.3% compared to 32.4% for the year
ended July 3, 2004. During fiscal year 2005, we decided to permanently reinvest our foreign
earnings in Honduras and therefore reversed a $0.7 million tax liability associated with the
foreign earnings, resulting in the lower effective tax rate during fiscal year 2005. During the
fiscal year ending June 30, 2001, we created a tax liability in the amount of approximately $0.9
million with respect to our tax sharing agreement between Delta Woodside Industries, Inc. (our
former parent company) and the Company. During fiscal year 2004, we determined that it was no
longer probable that a tax liability might occur as a result of this tax sharing agreement.
Therefore, we reversed the $0.9 million tax liability that had been created at that time.
Net income for fiscal year 2005 was $11.2 million, an increase of $1.5 million, or 15.5%, from net
income of $9.7 million for fiscal year 2004, due to the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
Credit Facility
On August 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparels $42.75
million credit facility and consolidated M. J. Soffe Co.s $38.5 million credit facility with it
pursuant to a Second Amended and Restated Loan and Security Agreement (the Amended Loan
Agreement) with Wachovia Bank National Association (the successor by merger to Congress Financial
Corporation (Southern)), as Agent, and the financial institutions named in the Amended Loan
Agreement as Lenders.
Pursuant to the Amended Loan Agreement, Delta Apparel, Junkfood, and M. J. Soffe Co. became
co-borrowers under a single credit facility, the maturity of the loans under the credit facility
was extended to August 2008, and the line of credit available to us was increased to $85 million
(subject to borrowing base limitations based on the value and type of collateral provided), which
represents an increase of $3.75 million in the aggregate amount that was available under the prior
two credit facilities.
Within the credit facility, there is a Fixed Asset Loan Amortization Amount requiring monthly
installment payments of $0.3 million, which reduces the amount of availability under the facility.
The Fixed Asset Loan Amortization Amount under the Second Amended and Restated Loan and Security
Agreement was $16.8 million initially. At July 1, 2006, the Fixed Asset Loan Amortization Amount
was $14.2 million.
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
banks prime rate plus an applicable margin. Under the credit facility, after subtracting the
17
Fixed Asset Loan Amortization Amounts, we were able to borrow up to $70.8 million subject to
borrowing base limitations based on the accounts receivable and inventory levels. Annual facility
fees were .25% of the amount by which $70.8 million exceeds the average daily principal balance of
the outstanding loans and letter of credit accommodations during the immediately preceding month.
At July 1, 2006 we had the ability to borrow an additional $32.4 million under the credit 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 will classify borrowings under the new
facility as noncurrent debt.
In addition to our credit facility, we have a seller note payable to the former Junkfood
shareholders pursuant to the Asset Purchase Agreement dated as of August 22, 2005. The $2.5
million seller note bears interest at 9% and has a three-year term.
In conjunction with the acquisition of Junkfood and entry into the Amended Loan Agreement, on
August 23, 2005, M. J. Soffe Co. paid approximately $5 million to satisfy in full the Promissory
Note of M. J. Soffe Co. dated as of October 3, 2003, which was made in connection with our
acquisition of M. J. Soffe Co. The Promissory Note was made in favor of the Soffe sellers, James
F. Soffe, John D. Soffe, and Anthony M. Cimaglia.
Our primary cash needs are for working capital and capital expenditures. In addition, we use cash
to fund our dividend payments and share repurchases under our Stock Repurchase Program.
Operating Cash Flows
Net cash provided by operating activities was $20.2 million and $19.3 million in fiscal years 2006
and 2005, respectively. Our cash flow from operating activities in fiscal year 2006 is primarily
due to net income plus depreciation, amortization and noncash compensation and an increase in
accounts payable and accrued expenses, partially offset by a decrease in other liabilities
primarily from the payment of the Soffe earn-out payment. Our cash flow from operating activities
in fiscal year 2005 is primarily due to net income plus depreciation and a decrease in inventory
and an increase in accounts payable, partially offset by a decrease in other liabilities from the
termination of our deferred compensation programs. Changes in working capital are primarily
monitored by analysis of the investment in accounts receivable and inventories and by the amount of
accounts payable.
Investing Cash Flows
During fiscal year 2006, our investing activities used $35.6 million in cash. We used $28.2
million related to the acquisitions of Junkfood Clothing Company and Intensity Athletics. In
addition, we spent $5.4 for capital expenditures, and we invested $2.2 million in the Green Valley
Industrial Park joint venture. This was offset by $0.1 million in cash proceeds received upon sale
of our Costa Rica joint venture. In fiscal year 2005, investing activities used $0.7 million in
cash. We used $11.0 million in cash for capital expenditures, primarily related to our
distribution facilities and our Edgefield yarn spinning facility. During fiscal year 2005, we
received $10.3 million primarily from the sale of our Edgefield yarn spinning facility and our
Bladenboro sewing plant.
Financing Activities
Our financing activities in fiscal year 2006 provided $15.8 million in cash as compared to $18.7
million cash used in fiscal year 2005. In fiscal year 2006, the cash provided by financing
activities primarily came from our credit facility. During fiscal year 2006, we also borrowed
$2.5 million in a seller note from the former Junkfood shareholders pursuant to the Asset Purchase
Agreement dated as of August 22, 2005. The $2.5 million seller note bears interest at 9% and has a
three-year term. In conjunction with the acquisition of Junkfood and entry into the Amended Loan
Agreement, on August 23, 2005, we paid approximately $5 million to satisfy in full the Promissory
Note of M. J. Soffe Co. dated as of October 3, 2003, which was made in connection with our
acquisition of M. J. Soffe Co. The Promissory Note was made in favor of the Soffe sellers, James
F. Soffe, John D. Soffe, and Anthony M. Cimaglia. The cash used in financing activities in fiscal
year 2005 primarily related to the repayment of debt under our credit facilities. We paid
dividends to our shareholders totaling $1.5 million and $1.2 million in fiscal years 2006 and 2005,
respectively.
Our credit facility contains limitations on, or prohibitions of, cash dividends, stock purchases,
related party transactions, mergers, acquisitions, sales of assets, indebtedness and investments.
We are allowed under our credit facility to make
18
purchases of our own stock up to an aggregate of $23.0 million provided that no event of default
exists or would result from that action and after the purchase at least $3.0 million remains
available to borrow under the facility. We used $1.3 million and $0.3 million in fiscal years
2006 and 2005, respectively, for share repurchases.
Future Liquidity and Capital Resources
Based on our expectations, we believe that our 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 line should be sufficient to service our debt payment requirements, to
satisfy our day-to-day working capital needs, to fund our planned capital expenditures and to pay
dividends under our dividend program. We do, however, expect to amend our current credit facility
with Wachovia Bank, National Association in conjunction with the acquisition of Fun-Tees on or
around October 2, 2006, although there can be no assurance that we will be able to do so. Any
material deterioration in our results of operations, however, may result in us losing our ability
to borrow under our revolving credit facility and to issue letters of credit to suppliers or may
cause the borrowing availability under our facility to be insufficient for our needs.
The following table summarizes our contractual cash obligations, as of July 1, 2006, by future
period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period (in thousands) |
|
|
|
|
|
|
|
Less than |
|
|
1 - 3 |
|
|
3 5 |
|
|
After 5 |
|
|
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
years |
|
Contractual Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt (a) |
|
$ |
50,650 |
|
|
$ |
500 |
|
|
$ |
50,150 |
|
|
$ |
|
|
|
$ |
|
|
Operating leases |
|
|
23,277 |
|
|
|
4,200 |
|
|
|
11,064 |
|
|
|
4,324 |
|
|
|
3,689 |
|
Letters of credit |
|
|
921 |
|
|
|
921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase obligations |
|
|
28,285 |
|
|
|
28,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingent purchase price (b) |
|
|
13,596 |
|
|
|
5,180 |
|
|
|
8,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
116,729 |
|
|
$ |
39,086 |
|
|
$ |
69,630 |
|
|
$ |
4,324 |
|
|
$ |
3,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
We exclude interest payments from these amounts as the cash outlay for the interest is
unknown and could not be reliably estimated as the majority of the debt is under a
revolving credit facility. Interest payments will be determined based upon the daily
outstanding balance of the revolving credit facility and the prevailing interest rate
during that time. The interest on the Junkfood Seller Note is immaterial and therefore was
excluded. |
|
(b) |
|
Represents the amount expected to be paid to the former shareholders of M. J. Soffe
Co., pursuant to the earn-out provisions of the Amended and Restated Stock Purchase
Agreement dated as of October 3, 2003 among Delta Apparel, Inc., MJS Acquisition Company,
M. J. Soffe Co., James F. Soffe, John D. Soffe, and Anthony M. Cimaglia. In addition,
represents the amount expected to be paid to the former shareholders of Liquid Blaino,
pursuant to the earn-out provisions of the Asset Purchase Agreement dated as of August 22,
2005 among Delta Apparel, Inc., Junkfood Clothing Company, Liquid Blaino Designs, Inc.,
Natalie Grof, and Blaine Halvorson. |
Dividends and Purchases of our Own Shares
Our ability to pay cash dividends or purchase our own shares will largely be dependent on our
earnings, financial condition, capital requirements, compliance with loan covenants and other
relevant factors. Our credit facility permits the payment of cash dividends in an amount up to 25%
of cumulative net income (excluding extraordinary or unusual non-cash items); provided that no
event of default exists or would result from that payment and after the payment at least $6.0
million remains available under the revolving credit facility. At July 1, 2006, the total amount
permitted for payment of cash dividends under our credit agreement was $10.8 million.
Purchases of our own stock are permitted provided that no event of default exists or would result
from that action and after the purchase at least $3.0 million remains available to borrow under the
revolving credit facility. Our amended credit facility allows for an aggregate of $23.0 million in
share repurchases.
During the fiscal year ended July 1, 2006, we purchased 72,477 shares of our common stock pursuant
to our Stock Repurchase Program for an aggregate of $1.3 million. Since the inception of the
program, weve purchased 828,001 shares of our stock under the program for a total cost of $5.7
million. We have authorization from our Board of Directors to spend up to $11.0 million for share
repurchases under the Stock Repurchase Program. All purchases were made at the discretion of our
management.
19
Dividend Program
On April 18, 2002, our Board of Directors adopted a quarterly dividend program. We paid $1.5
million and $1.2 million in dividends during fiscal years 2006 and 2005, respectively. Although
our Board may terminate or amend the dividend program at any time, we currently expect to continue
the quarterly dividend program.
Stock Split
On April 21, 2005, our Board of Directors approved a 2-for-1 stock split of our common stock. On
May 31, 2005, shareholders received one additional share of common stock for each share held of
record on May 18, 2005. All references in the financial statements with regard to the number of
shares or average number of shares of common stock and related prices, dividends and per share
amounts have been restated to reflect the 2-for-1 stock split.
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 and the accounting for income taxes.
Note 2 to our Consolidated Financial Statements includes a summary of the significant accounting
policies or methods used in the preparation of our Consolidated Financial Statements.
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. 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 in 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. 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.
20
Share-Based Compensation
We adopted the fair value based method 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 July 1, 2006, we had operating loss carryforwards
of approximately $7.5 million for state tax purposes. The valuation allowance against the
operating loss carryfowards was $146 thousand at July 1, 2006. These carryforwards expire at
various intervals through 2020.
RECENT ACCOUNTING STANDARDS
In November 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 151
(SFAS 151), Inventory Costs. SFAS 151 amends the guidance in Accounting Research Bulletin No.
43, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs and wasted material (spoilage). SFAS 151 requires that those items be
recognized as current period charges and that the allocation of fixed production overheads to the
cost of converting work in process to finished goods be based on the normal capacity of the
production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. We adopted Statement 151 effective July 3, 2005. After review of
our cost allocation procedures, we determined that the adoption of this statement did not have a
material impact on our financial statements.
In December 2004, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP)
Nos. 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004
(FSP 109-1), and 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004 (FSP 109-2). The American Jobs Creation
Act of 2004 (the Jobs Creation Act) was enacted on October 22, 2004. Under guidance in FSP
109-1, the qualified production activities deduction will be treated as a special deduction as
described in FASB Statement No. 109. As such, the special deduction has no effect on deferred tax
assets and liabilities existing at the enactment date of the Jobs Creation Act. We have determined
that our production activities will qualify under the Jobs Creation Act and expect that this
deduction could reduce our effective income tax rate for fiscal year 2006 by up to 1%. FSP 109-2
states that an enterprise is allowed time beyond the financial reporting period of enactment to
evaluate the effect of the Jobs Creation Act on its plan for reinvestment or repatriation of
foreign earnings for purposes of applying SFAS 109. Based on our analysis and evaluation of the
impact of the repatriation provisions, we did not repatriate any foreign earnings pursuant to the
Jobs Creation Act.
On December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment
(Statement 123(R)), which is a revision of FASB Statement No. 123, Accounting for Stock-Based
Compensation (Statement 123). Statement 123(R) supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25), and amends FASB Statement No. 95, Statements of Cash Flows.
Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123.
However, Statement 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their fair values. Pro
forma disclosure is no longer an alternative. Statement 123(R) is effective for annual periods
beginning after June 15, 2005. Accordingly, effective July 3, 2005, we adopted the fair-value
recognition provisions of Statement 123(R).
On November 10, 2005, the FASB issued Staff Position No. FAS 123(R)-3, Transition Election Related
to Accounting for Tax Effects of Share-Based Payment Awards. This provides for a simplified method
to establish the beginning balance of the additional paid-in capital pool related to the tax
effects of share-based compensation. Since our adoption of Statement 123, we had not recorded any
excess tax benefits associated with our stock options and therefore we had no initial pool of
excess
21
tax benefits upon adoption of Statement 123(R).
In March 2005, the Securities and Exchange Commission released SEC Staff Accounting Bulletin
(SAB) No. 107, Share-Based Payment. SAB No. 107 provides the SEC staffs position regarding the
implementation of Statement 123(R). SAB No. 107 contains interpretive guidance related to the
interaction between Statement 123(R) and certain SEC rules and regulations, as well as provides the
staffs views regarding the valuation of share-based payment transactions. Effective July 3, 2005,
we adopted the fair-value recognition provisions of Statement 123(R) and SAB No. 107 using the
modified-prospective transition method; therefore, prior periods have not been restated.
In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations (Interpretation 47), which is an interpretation of Statement No. 143,
Accounting for Asset Retirement Obligations (SFAS 143). Interpretation 47 clarifies terminology
within SFAS 143 and requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation when incurred if the liabilitys fair value can be reasonably
estimated. Interpretation was effective for fiscal years ending after December 15, 2005. We
evaluated our asset retirement obligations, determining we had no significant obligations with
respect to conditional asset retirements. Accordingly, the adoption of Interpretation 47 did not
have a material impact on our financial statements.
In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (SFAS
154). This Statement requires retrospective application for voluntary changes in accounting
principle unless it is impracticable to do so. SFAS 154s retrospective application requirement
replaces APB Opinion No. 20s, Accounting Changes, requirement to recognize most voluntary changes
in accounting principle by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. SFAS 154 is effective for accounting changes
and corrections of errors made in fiscal years beginning after December 15, 2005. Effective July 3,
2005, we early adopted the accounting changes and corrections of errors provisions contained in
Statement 154. For the year ended July 1, 2006, we determined that we had no accounting changes or
corrections of errors that would be impacted by this statement. Accordingly, the adoption of
Statement 154 did not have a material impact on our financial statements.
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 expect to
adopt Interpretation 48 on July 2, 2006. We are currently evaluating the effect that the adoption
of Interpretation 48 will have on our financial position and results of operations but do not
expect the adoption of this statement to have a material impact on our financial statements.
ITEM 7A. 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 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 July 1, 2006 was valued at $24.7 million,
and is scheduled for delivery between July 2006 and March 2007. At July 1, 2006, a 10% decline in
the market price of the cotton covered by our fixed price yarn would have had a negative impact of
approximately $1.7 million on the value of the yarn.
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
other expense in the statements of income. We did not own any cotton options contracts on July 1,
2006.
22
Interest Rate Sensitivity
Our credit agreements provide that the outstanding amounts owed shall bear interest at variable
rates. If the amount of outstanding indebtedness at July 1, 2006 under the revolving credit
facilities had been outstanding during the entire year and the interest rate on this outstanding
indebtedness were increased by 100 basis points, our expense would have increased by approximately
$0.5 million, or 12.6%, for the fiscal year. This compares to an increase of $0.3 million, or
10.7%, for the 2005 fiscal year based on the outstanding indebtedness at July 2, 2005. The effect
of a 100 basis point increase in interest rates has a larger impact as of July 1, 2006 than as of
July 2, 2005 due to the higher debt levels outstanding on July 1, 2006, resulting primarily from
the acquisition of the Junkfood business. 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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated financial statements for each of the fiscal years in the three-year period ended
July 1, 2006, together with the Report of Independent Registered Public Accounting Firm thereon,
are included in this report commencing on page F-1 and are listed under Part IV, Item 15 in this
report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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 July 1, 2006 and,
based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded
that these controls and procedures were effective at the evaluation date.
Disclosure controls and procedures are our controls and other procedures that are designed to
reasonably assure 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 Commissions 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.
Internal Control Over Financial Reporting
Managements Report on Internal Control Over Financial Reporting and the Report of Independent
Registered Public Accounting Firm thereon are included in this report commencing on page F-1
and are listed under Part IV, Item 15 in this report. Our independent registered public
accounting firm has attested to and reported on managements assessment of internal control over
financial reporting as stated in its attestation report, which is also included in this report
commencing on page F-1 and are listed under Part IV, Item 15 in this report.
There was no change in our internal control over financial reporting during the fourth quarter of
fiscal year 2006 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated herein by reference from the portions of the
definitive Proxy Statement to be filed with the Securities and Exchange Commission on or prior to
120 days following the end of our fiscal year under the headings Election of Directors,
Executive Officers and Section 16(a) Beneficial Ownership Reporting Compliance.
All of our employees, including our Chief Executive Officer and Chief Financial Officer (who is
also our principal accounting officer), are required to abide by our business conduct policies to
ensure that our business is conducted in a consistently legal and ethical manner. We adopted a
code of business conduct and ethics known as the Ethics Policy Statement. The Ethics Policy
Statement is available on our website. In the event that we amend or waive any of the provisions
of the Ethics Policy Statement applicable to our Chief Executive Officer or Chief Financial
Officer, we intend to disclose the same on our website at www.deltaapparel.com.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference from the portions of the
definitive Proxy Statement to be filed with the Securities and Exchange Commission on or prior to
120 days following the end of our fiscal year under the headings Management Compensation and
Compensation Committee Interlocks and Insider Participation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information relating to security ownership by certain beneficial owners and management is
incorporated herein by reference from the portion of the definitive Proxy Statement to be filed
with the Securities and Exchange Commission on or prior to 120 days following the end of our fiscal
year under the heading Stock Ownership of Principal Shareholders and Management.
Set forth in the table below is certain information about securities issuable under our equity
compensation plans as of July 1, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
|
|
|
|
Weighted-average |
|
|
remaining available for |
|
|
|
Number of securities to |
|
|
exercise price of |
|
|
future issuance under equity |
|
|
|
be issued upon exercise |
|
|
outstanding |
|
|
compensation plans |
|
|
|
of outstanding options, |
|
|
options, warrants |
|
|
(excluding securities |
|
Plan Category |
|
warrants and rights |
|
|
and rights |
|
|
reflected in column (a)) |
|
|
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation
plans approved by
security holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders |
|
|
931,500 |
|
|
$ |
11.41 |
|
|
|
645,758 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
931,500 |
|
|
$ |
11.41 |
|
|
|
645,758 |
|
|
|
|
|
|
|
|
|
|
|
Under the Stock Option Plan, options may be granted covering up to 2,000,000 shares of common
stock. Options are granted by the compensation grants committee of our board of directors to our
officers and key and middle level executives for the purchase of our stock at prices not less than
the fair market value of the shares on the dates of grant.
Under the Incentive Stock Award Plan, the compensation grants committee of our board of directors
has the discretion to grant awards for up to an aggregate maximum of 800,000 common shares. The
Award Plan authorizes the committee to grant to our officers and key and middle level executives
rights to acquire common shares at a cash purchase price of $0.01 per share.
24
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference from the portion of the
definitive Proxy Statement to be filed with the Securities and Exchange Commission on or prior to
120 days following the end of our fiscal year under the heading Related Party Transactions.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference from the portion of the
definitive Proxy Statement to be filed with the Securities and Exchange Commission on or prior to
120 days following the end of our fiscal year under the heading Audit and Non-Audit Fees.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2) Financial Statements and Financial Statement Schedules
|
|
|
Managements Annual Report on Internal Control over Financial Reporting. |
|
|
|
|
Report of Independent Registered Public Accounting Firm. |
|
|
|
|
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting. |
|
|
|
|
Consolidated Balance Sheets as of July 1, 2006 and July 2, 2005. |
|
|
|
|
Consolidated Statements of Income for the years ended July 1, 2006, July 2, 2005 and July 3, 2004. |
|
|
|
|
Consolidated Statements of Shareholders Equity for the years ended July 1, 2006, July
2, 2005 and July 3, 2004. |
|
|
|
|
Consolidated Statements of Cash Flows for the years ended July 1, 2006, July 2, 2005 and July 3, 2004. |
|
|
|
|
Notes to Consolidated Financial Statements. |
The following consolidated financial statement schedule of Delta Apparel, Inc. and
subsidiaries is included in Item 15(d):
Schedule II Consolidated Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the
Securities and Exchange Commission are not required under the related instructions or are
inapplicable, and therefore have been omitted. Columns omitted from schedules filed have been
omitted because the information is not applicable.
(a)(3) Listing of Exhibits*
2.1 Amended and Restated Stock Purchase Agreement dated as of October 3, 2003 among Delta
Apparel, Inc., MJS Acquisition Company, M. J. Soffe Co., James F. Soffe, John D. Soffe, and Anthony
M. Cimaglia (excluding schedules and exhibits): Incorporated by reference to Exhibit 2.1 to the
Companys Form 8-K/A filed on October 17, 2003.
2.1.1 First Amendment to Amended and Restated Stock Purchase Agreement dated as of November
10, 2004 among Delta Apparel, Inc., M. J. Soffe Co., James F. Soffe, John D. Soffe, and Anthony M.
Cimaglia: Incorporated by reference to Exhibit 2.2.1 to the Companys Form 10-Q filed on February
9, 2005.
2.2 Asset Purchase Agreement dated as of November 18, 2004 between Delta Apparel, Inc. and
Parkdale America, LLC (excluding schedules and exhibits): Incorporated by reference to Exhibit 2.3
to the Companys Form 10-Q filed on February 9, 2005.
2.2.1 First Amendment to the Asset Purchase Agreement dated as of December 31, 2004 between
Delta Apparel, Inc. and Parkdale America, LLC: Incorporated by reference to Exhibit 2.3.1 to the
Companys Form 10-Q filed on February 9, 2005.
2.3 Asset Purchase Agreement dated as of August 22, 2005 among Delta Apparel, Inc., Junkfood
Clothing Company, Liquid Blaino Designs, Inc. d/b/a Junkfood Clothing, Natalie Grof, and Blaine
Halvorson (excluding schedules and exhibits): Incorporated by reference to Exhibit 2.1 to the
Companys Form 8-K filed on August 26, 2005.
25
2.4 Asset Purchase Agreement dated as of August 17, 2006 among Delta Apparel, Inc.,
Fun-Tees, Inc., Henry T. Howe, James C. Poag, Jr., Beverly H. Poag, Lewis G. Reid, Jr., Kurt R.
Rawald, Larry L. Martin, Jr., Julius D. Cline and Marcus F. Weibel: Incorporated by reference to
Exhibit 2.1 to the Companys Form 8-K filed on August 21, 2006.
3.1.1 Articles of Incorporation of the Company: Incorporated by reference to Exhibit 3.1 to
the Companys Form 10.
3.1.2 Amendment to Articles of Incorporation of the Company dated September 18, 2003:
Incorporated by reference to exhibit 3.1.2 to the Companys Form 10-Q filed on November 5, 2003.
3.2.1 Bylaws of the Company: Incorporated by reference to Exhibit 3.2.1 to the Companys
Form 10.
3.2.2 Amendment to Bylaws of the Company adopted January 20, 2000: Incorporated by reference
to Exhibit 3.2.2 to the Companys Form 10.
3.2.3 Amendment to Bylaws of the Company adopted February 17, 2000: Incorporated by reference
to Exhibit 3.2.3 to the Companys Form 10.
3.2.4 Amendment to Bylaws of the Company adopted June 6, 2000: Incorporated by reference to
Exhibit 3.2.4 to the Companys Form 10.
4.1. See Exhibits 3.1.1, 3.1.2, 3.2.1, 3.2.2, 3.2.3, 3.2.4, and 10.2 through 10.18, inclusive.
4.2. Specimen certificate for common stock, par value $0.01 per share, of the Company:
Incorporated by reference to Exhibit 4.2 to the Companys Form 10.
10.1. See Exhibits 2.1, 2.2, 2.2.1, 2.3, 2.3.1, and 2.4.
10.2 Second Amended and Restated Loan and Security Agreement dated as of August 22, 2005 among
Delta Apparel, Inc., Junkfood Clothing Company, M. J. Soffe Co., Wachovia Bank, National
Association, as Agent, and the financial institutions named therein as Lenders: Incorporated by
reference to Exhibit 10.1 to the Companys Form 8-K filed on August 26, 2005.
10.3 Security Agreement of MJS Acquisition Company in favor of James F. Soffe, John D. Soffe,
and Anthony M. Cimaglia dated as of October 3, 2003: Incorporated by reference to Exhibit 10.13 to
the Companys Form 8-K filed on October 17, 2003.
10.4 Form of Deed of Trust, Assignment of Rents and Security Agreement of M. J. Soffe Co. in
favor of James F. Soffe, John D. Soffe, and Anthony M. Cimaglia dated as of October 3, 2003:
Incorporated by reference to Exhibit 10.14 to the Companys Form 8-K filed on October 17, 2003.
10.5 Guaranty of Delta Apparel, Inc. in favor of James F. Soffe, John D. Soffe, and Anthony M.
Cimaglia dated as of October 3, 2003: Incorporated by reference to Exhibit 10.15 to the Companys
Form 8-K filed on October 17, 2003.
10.6 Pledge Agreement of Delta Apparel, Inc. in favor of James F. Soffe, John D. Soffe, and
Anthony M. Cimaglia dated as of October 3, 2003: Incorporated by reference to Exhibit 10.16 to the
Companys Form 8-K filed on October 17, 2003.
10.7 Employment and Non-Solicitation Agreement dated as of October 3, 2003 among Delta
Apparel, Inc., M. J. Soffe Co., and James F. Soffe: Incorporated by reference to Exhibit 10.17 to
the Companys Form 8-K filed on October 17, 2003.
10.8 Employment and Non-Solicitation Agreement dated as of October 3, 2003 among Delta
Apparel, Inc., M. J. Soffe Co., and John D. Soffe: Incorporated by reference to Exhibit 10.18 to
the Companys Form 8-K filed on October 17, 2003.
10.9 Employment and Non-Solicitation Agreement dated as of October 3, 2003 among Delta
Apparel, Inc., M. J. Soffe Co., and Anthony M. Cimaglia: Incorporated by reference to Exhibit
10.19 to the Companys Form 8-K filed on October 17, 2003.
10.10 Real Estate Exchange Contract dated as of October 3, 2003 between MJS Acquisition
Company and Middle Road Properties, LLC: Incorporated by reference to Exhibit 10.20 to the
Companys Form 8-K filed on October 17, 2003.
26
10.11 Industrial Lease Agreement dated as of October 3, 2003 between M. J. Soffe Co. and
Middle Road Properties, LLC: Incorporated by reference to Exhibit 10.21 to the Companys Form 8-K
filed on October 17, 2003.
10.12 Employment Agreement between Delta Apparel, Inc. and Deborah H. Merrill dated August 25,
2004.**
10.13 Employment Agreement between Delta Apparel, Inc. and Martha M. Watson dated September
30, 2003: Incorporated by reference to Exhibit 10.23 to the Companys Form 10-Q filed on November
5, 2003.**
10.14 Delta Apparel, Inc. 2000 Stock Option Plan, Effective as of February 15, 2000, Amended &
Restated March 15, 2000: Incorporated by reference to Exhibit 10.4 to the Companys Form 10.**
10.15 Delta Apparel, Inc. Incentive Stock Award Plan, Effective February 15, 20P0, Amended &
Restated March 15, 2000: Incorporated by reference to Exhibit 10.5 to the Companys Form 10.**
10.16 Yarn Supply Agreement dated as of January 5, 2005 between Delta Apparel, Inc. and
Parkdale Mills, LLC and Parkdale America, LLC: Incorporated by reference to Exhibit 10.29 to the
Companys Form 10-Q filed on February 9, 2005.
10.17 Delta Apparel, Inc. 2004 Non-Employee Director Stock Plan: Incorporated by reference to
Exhibit 10.30 to the Companys Form 10-Q filed on May 16, 2005.
21 Subsidiaries of the Company.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 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.
31.2 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.
32.1 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.
32.2 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.
* All reports previously filed by the Company with the Commission pursuant to the Securities
Exchange Act, and the rules and regulations promulgated thereunder, exhibits of which are
incorporated to this Report by reference thereto, were filed under Commission File Number 1-15583.
** This is a management contract or compensatory plan or arrangement.
The registrant agrees to furnish supplementally to the Securities and Exchange Commission a copy of
any omitted schedule or exhibit to any of the above filed exhibits upon request of the Commission.
(b) Exhibits
See Item 15(a)(3) above.
(c) Schedules
See information under (a)(1) and (2) of Item 15.
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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) |
|
|
|
September 7, 2006
|
|
By: /s/ Deborah H. Merrill |
|
|
|
Date
|
|
Deborah H. Merrill |
|
|
Vice President, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and as of the
dates indicated.
|
|
|
|
|
|
|
/s/ David S. Fraser
|
|
9-1-06
|
|
/s/ Philip J. Mazzilli, Jr.
|
|
9-1-06 |
|
|
|
David S. Fraser
|
|
Date
|
|
Philip J. Mazzilli, Jr.
|
|
Date |
Director
|
|
|
|
Director |
|
|
|
|
|
|
|
|
|
/s/ William F. Garrett
|
|
9-7-06
|
|
/s/ Deborah H. Merrill
|
|
9-6-06 |
|
|
|
William F. Garrett
|
|
Date
|
|
Deborah H. Merrill
|
|
Date |
Director
|
|
|
|
Vice President, Chief Financial |
|
|
|
|
|
|
Officer and Treasurer (principal |
|
|
|
|
|
|
financial officer and principal |
|
|
|
|
|
|
accounting officer) |
|
|
|
|
|
|
|
|
|
/s/ Robert W. Humphreys
|
|
9-5-06
|
|
/s/ Buck A. Mickel
|
|
9-1-06 |
|
|
|
Robert W. Humphreys
|
|
Date
|
|
Buck A. Mickel
|
|
Date |
President, Chief |
|
|
|
Director |
|
|
Executive Officer
|
|
|
|
|
|
|
and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Max Lennon
|
|
9-1-06
|
|
/s/ David Peterson
|
|
9-5-06 |
|
|
|
Max Lennon
|
|
Date
|
|
David Peterson
|
|
Date |
Director
|
|
|
|
Director |
|
|
|
|
|
|
|
|
|
/s/ E. Erwin Maddrey, II
|
|
8-31-06 |
|
|
|
|
|
|
|
|
|
E. Erwin Maddrey, II
|
|
Date |
|
|
|
|
Director |
|
|
|
|
|
|
28
Delta Apparel, Inc and Subsidiaries
Index to Consolidated Financial Statements
|
|
|
Managements Annual Report on Internal Control over Financial Reporting
|
|
F-2 |
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
F-3 |
|
|
|
Consolidated Balance Sheets as of July 1, 2006 and July 2, 2005
|
|
F-5 |
|
|
|
Consolidated Statements of Income for the years ended July 1, 2006, July 2, 2005 and July 3, 2004
|
|
F-6 |
|
|
|
Consolidated Statements of Shareholders Equity for the years ended July 1, 2006, July 2, 2005 and
July 3, 2004
|
|
F-7 |
|
|
|
Consolidated Statements of Cash Flows for the years ended July 1, 2006, July 2, 2005 and July 3, 2004
|
|
F-8 |
|
|
|
Notes to Consolidated Financial Statements
|
|
F-9 |
F- 1
Managements Annual Report on Internal Control Over Financial Reporting
Management of Delta Apparel, Inc. is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rules 13a-15(f) under the Securities
Exchange Act of 1934. The Companys internal control over financial reporting is designed to
provide reasonable assurance regarding the preparation and fair presentation of published financial
statements. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of July 1, 2006 based on the framework in Internal Control Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The scope
of our efforts to comply with the Section 404 Rules with respect to fiscal year 2006 included all
of our operations other than those of our wholly owned subsidiary, Junkfood Clothing Company,
formed to purchase substantially all of the assets of Liquid Blaino Designs, Inc. d/b/a Junkfood
Clothing. In accordance with the SECs published guidance, because we acquired these operations
during the fiscal year, we excluded these operations from our efforts to comply with Section 404
Rules with respect to fiscal year 2006. As of July 1, 2006, total assets for Junkfood Clothing
Company were $31.3 million and total revenues for the period ending July 1, 2006 were $34.2
million. Based on that evaluation, excluding our operations discussed above, our management has
concluded that, as of July 1, 2006, our internal control over financial reporting is effective.
Managements assessment of the effectiveness of the Companys internal control over financial
reporting as of July 1, 2006 has been audited by Ernst & Young LLP, the Companys independent
registered public accounting firm, who also audited the Companys consolidated financial
statements. Ernst & Youngs attestation report on managements assessment of the Companys
internal controls over financial reporting follows this report.
|
|
|
|
|
|
|
/s/ Deborah H. Merrill |
|
|
|
|
|
|
|
|
|
Vice President, Chief Financial
Officer and Treasurer |
|
|
|
|
|
|
|
|
|
/s/ Robert W. Humphreys |
|
|
|
|
|
|
|
|
|
President and Chief Executive
Officer |
|
|
September 6, 2006 |
|
|
|
|
F- 2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Delta Apparel, Inc.
We have audited the accompanying consolidated balance sheets of Delta Apparel, Inc. and
subsidiaries (the Company) as of July 1, 2006 and July 2, 2005, and the related consolidated
statements of income, shareholders equity and cash flows for each of the three years in the period
ended July 1, 2006. Our audits also included the financial statement schedule listed in the index
of Item 15 (a). These financial statements and schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements and schedule
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of the Company at July 1, 2006 and July 2, 2005, and
the consolidated results of its operations and its cash flows for each of the three years in the
period ended July 1, 2006, in conformity with U.S. generally accepted accounting principles. Also
in our opinion, the related financial statement schedule for the three years ended July 1, 2006,
when considered in relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Delta Apparel, Inc.s internal control over financial
reporting as of July 1, 2006 based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
and our report dated September 6, 2006 expressed an unqualified opinion.
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP |
|
|
Atlanta, Georgia |
|
|
|
|
September 6, 2006 |
|
|
|
|
F- 3
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
The Board of Directors and Shareholders of Delta Apparel, Inc.
We have audited managements assessment, included in Managements Report on Internal Control Over
Financial Reporting, that Delta Apparel, Inc. maintained effective internal control over financial
reporting as of July 1, 2006, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Delta Apparel, Inc.'s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on managements assessment and an opinion
on the effectiveness of the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provide a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying report of Managements Annual Report on Internal Control Over
Financial Reporting, managements assessment of and conclusion on the effectiveness of internal
control over financial reporting did not include the internal controls of Junkfood Clothing
Company, which is included in the 2006 consolidated financial statements of Delta Apparel, Inc. and
constituted $31.3 million and $4.4 million of total assets and net assets, respectively, as of July
1, 2006 and $34.2 million and $4.4 million of revenues and net income, respectively, for the year
then ended. Our audit of internal control over financial reporting at July 1, 2006 also did not
include an evaluation of the internal control over financial reporting of Junkfood Clothing
Company.
In our opinion, managements assessment that Delta Apparel, Inc. maintained effective internal
control over financial reporting as of July 1, 2006, is fairly stated, in all material respects,
based on the COSO criteria. Also in our opinion, Delta Apparel, Inc. maintained, in all material respects,
effective internal control over financial reporting as of July 1, 2006, based on the COSO criteria.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Delta Apparel, Inc. as of July 1, 2006
and July 2, 2005, and the related consolidated statements of income, shareholders equity, and cash
flows for each of the three years in the period ended July 1, 2006 of Delta Apparel, Inc. and our
report dated September 6, 2006 expressed an unqualified opinion thereon.
|
|
|
|
|
|
|
/s/ ERNST & YOUNG LLP |
|
|
Atlanta, Georgia |
|
|
|
|
September 6, 2006 |
|
|
|
|
F- 4
Delta Apparel, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share amounts and per share data)
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
642 |
|
|
$ |
298 |
|
Accounts receivable, less allowances of $2,169 in 2006
and $1,894 in 2005 |
|
|
45,777 |
|
|
|
35,295 |
|
Other receivables |
|
|
1,748 |
|
|
|
1,316 |
|
Inventories |
|
|
103,660 |
|
|
|
99,026 |
|
Prepaid expenses and other current assets |
|
|
2,708 |
|
|
|
1,968 |
|
Deferred income taxes |
|
|
2,710 |
|
|
|
1,252 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
157,245 |
|
|
|
139,155 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
21,164 |
|
|
|
19,950 |
|
Goodwill |
|
|
13,888 |
|
|
|
|
|
Intangibles, net (see Note 6) |
|
|
8,579 |
|
|
|
|
|
Other assets |
|
|
2,247 |
|
|
|
409 |
|
|
|
|
|
|
|
|
|
|
$ |
203,123 |
|
|
$ |
159,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
27,862 |
|
|
$ |
19,868 |
|
Accrued expenses |
|
|
21,504 |
|
|
|
16,832 |
|
Current portion of long-term debt |
|
|
3,683 |
|
|
|
15,065 |
|
Income taxes payable |
|
|
986 |
|
|
|
480 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
54,035 |
|
|
|
52,245 |
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current maturities |
|
|
46,967 |
|
|
|
17,236 |
|
Deferred income taxes |
|
|
1,123 |
|
|
|
171 |
|
Other liabilities |
|
|
10 |
|
|
|
3,398 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
102,135 |
|
|
|
73,050 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Preferred stock2,000,000 shares authorized, none issued
and outstanding |
|
|
|
|
|
|
|
|
Common stock $.01 par value, 15,000,000 shares authorized,
9,646,972 shares issued, and 8,562,821 and 8,522,052 shares
outstanding as of July 1, 2006 and July 2, 2005, respectively |
|
|
96 |
|
|
|
96 |
|
Additional paid-in capital |
|
|
54,672 |
|
|
|
53,867 |
|
Retained earnings |
|
|
53,412 |
|
|
|
39,106 |
|
Treasury stock 1,084,151 and 1,124,920 shares as of July 1, 2006
and July 2, 2005, respectively |
|
|
(7,192 |
) |
|
|
(6,605 |
) |
|
|
|
|
|
|
|
Total shareholders equity |
|
|
100,988 |
|
|
|
86,464 |
|
|
|
|
|
|
|
|
|
|
$ |
203,123 |
|
|
$ |
159,514 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F- 5
Delta Apparel, Inc. and Subsidiaries
Consolidated Statements of Income
(Amounts in thousands, except share amounts and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 3, 2004 |
|
Net sales |
|
$ |
270,108 |
|
|
$ |
228,065 |
|
|
$ |
208,113 |
|
Cost of goods sold |
|
|
190,222 |
|
|
|
174,156 |
|
|
|
159,852 |
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
79,886 |
|
|
|
53,909 |
|
|
|
48,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
53,530 |
|
|
|
37,881 |
|
|
|
31,043 |
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
26,356 |
|
|
|
16,028 |
|
|
|
17,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense, net |
|
|
(657 |
) |
|
|
(4,117 |
) |
|
|
192 |
|
Interest expense, net |
|
|
3,819 |
|
|
|
3,022 |
|
|
|
2,622 |
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
23,194 |
|
|
|
17,123 |
|
|
|
14,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
8,350 |
|
|
|
5,880 |
|
|
|
4,674 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,844 |
|
|
$ |
11,243 |
|
|
$ |
9,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.73 |
|
|
$ |
1.35 |
|
|
$ |
1.19 |
|
Diluted |
|
$ |
1.71 |
|
|
$ |
1.33 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
8,590 |
|
|
|
8,355 |
|
|
|
8,156 |
|
Dilutive effect of stock options |
|
|
75 |
|
|
|
108 |
|
|
|
220 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares assuming dilution |
|
|
8,665 |
|
|
|
8,463 |
|
|
|
8,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
0.170 |
|
|
$ |
0.145 |
|
|
$ |
0.125 |
|
See accompanying notes to consolidated financial statements.
F- 6
Delta Apparel, Inc. and Subsidiaries
Consolidated Statements of Shareholders Equity
(Amounts in thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Paid-In |
|
|
Retained |
|
|
Treasury Stock |
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
|
|
|
Balance at June 28, 2003 |
|
|
4,823,486 |
|
|
$ |
48 |
|
|
$ |
53,889 |
|
|
$ |
21,007 |
|
|
|
786,406 |
|
|
$ |
(8,975 |
) |
|
$ |
65,969 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,730 |
|
|
|
|
|
|
|
|
|
|
|
9,730 |
|
Treasury stock acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,853 |
|
|
|
(148 |
) |
|
|
(148 |
) |
Stock grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
(2,422 |
) |
|
|
27 |
|
|
|
37 |
|
Stock options exercised under Awards Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
(24,360 |
) |
|
|
280 |
|
|
|
574 |
|
Stock options exercised under Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(547 |
) |
|
|
(80,250 |
) |
|
|
920 |
|
|
|
373 |
|
Stock exchange share listing fees |
|
|
|
|
|
|
|
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22 |
) |
Cash dividend ($.125 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,021 |
) |
|
|
|
|
|
|
|
|
|
|
(1,021 |
) |
|
|
|
Balance at July 3, 2004 |
|
|
4,823,486 |
|
|
|
48 |
|
|
|
53,867 |
|
|
|
29,473 |
|
|
|
687,227 |
|
|
|
(7,896 |
) |
|
|
75,492 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,243 |
|
|
|
|
|
|
|
|
|
|
|
11,243 |
|
Treasury stock acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,705 |
|
|
|
(261 |
) |
|
|
(261 |
) |
Stock grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
(2,422 |
) |
|
|
28 |
|
|
|
59 |
|
Stock options exercised under Awards Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
344 |
|
|
|
(23,800 |
) |
|
|
279 |
|
|
|
623 |
|
Stock options exercised under Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(723 |
) |
|
|
(108,250 |
) |
|
|
1,245 |
|
|
|
522 |
|
Cash dividend ($.145 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,214 |
) |
|
|
|
|
|
|
|
|
|
|
(1,214 |
) |
2-for-1 stock split (See Note 18) |
|
|
4,823,486 |
|
|
|
48 |
|
|
|
|
|
|
|
(48 |
) |
|
|
562,460 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 2, 2005 |
|
|
9,646,972 |
|
|
|
96 |
|
|
|
53,867 |
|
|
|
39,106 |
|
|
|
1,124,920 |
|
|
|
(6,605 |
) |
|
|
86,464 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,844 |
|
|
|
|
|
|
|
|
|
|
|
14,844 |
|
Treasury stock acquired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,477 |
|
|
|
(1,252 |
) |
|
|
(1,252 |
) |
Stock grant |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
(4,844 |
) |
|
|
29 |
|
|
|
70 |
|
Employee stock based compensation |
|
|
|
|
|
|
|
|
|
|
805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
805 |
|
Stock options exercised under Awards Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
805 |
|
|
|
(94,402 |
) |
|
|
554 |
|
|
|
1,359 |
|
Stock options exercised under Option Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76 |
|
|
|
(14,000 |
) |
|
|
82 |
|
|
|
158 |
|
Cash dividend ($.17 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,460 |
) |
|
|
|
|
|
|
|
|
|
|
(1,460 |
) |
|
|
|
Balance at July 1, 2006 |
|
|
9,646,972 |
|
|
$ |
96 |
|
|
$ |
54,672 |
|
|
$ |
53,412 |
|
|
|
1,084,151 |
|
|
$ |
(7,192 |
) |
|
$ |
100,988 |
|
|
|
|
See accompanying notes to consolidated financial statements.
F- 7
Delta Apparel, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
July 1, 2006 |
|
|
July 2, 2005 |
|
|
July 3, 2004 |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
14,844 |
|
|
$ |
11,243 |
|
|
$ |
9,730 |
|
Adjustments to reconcile net income
to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
4,329 |
|
|
|
4,289 |
|
|
|
4,561 |
|
Amortization |
|
|
421 |
|
|
|
|
|
|
|
|
|
(Benefit from) provision for deferred income taxes |
|
|
(506 |
) |
|
|
1,685 |
|
|
|
(1,224 |
) |
(Benefit from) provision for allowances on accounts
receivable, net |
|
|
(711 |
) |
|
|
728 |
|
|
|
(1,104 |
) |
Noncash stock compensation |
|
|
2,959 |
|
|
|
1,864 |
|
|
|
1,835 |
|
(Gain) loss on sale of property and equipment |
|
|
(73 |
) |
|
|
(4,036 |
) |
|
|
192 |
|
Changes in operating assets and liabilities, net of
effect of acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
480 |
|
|
|
1,271 |
|
|
|
(2,258 |
) |
Inventories |
|
|
(807 |
) |
|
|
6,862 |
|
|
|
(6,850 |
) |
Prepaid expenses and other current assets |
|
|
(549 |
) |
|
|
(352 |
) |
|
|
291 |
|
Other noncurrent assets |
|
|
360 |
|
|
|
1,741 |
|
|
|
1,992 |
|
Accounts payable |
|
|
3,581 |
|
|
|
3,832 |
|
|
|
2,153 |
|
Accrued expenses |
|
|
(1,262 |
) |
|
|
1,175 |
|
|
|
1,724 |
|
Income taxes |
|
|
506 |
|
|
|
(2,826 |
) |
|
|
2,722 |
|
Other liabilities |
|
|
(3,389 |
) |
|
|
(8,129 |
) |
|
|
(447 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
20,183 |
|
|
|
19,347 |
|
|
|
13,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(5,381 |
) |
|
|
(10,968 |
) |
|
|
(2,209 |
) |
Proceeds from sale of property, plant and equipment |
|
|
182 |
|
|
|
10,294 |
|
|
|
4 |
|
Cash paid for business, net of cash received |
|
|
(28,237 |
) |
|
|
|
|
|
|
(51,520 |
) |
Cash invested in joint venture |
|
|
(2,248 |
) |
|
|
|
|
|
|
|
|
Proceeds from sale of joint venture |
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(35,634 |
) |
|
|
(674 |
) |
|
|
(53,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
(Repayment of) proceeds from Soffe revolving credit facility, net |
|
|
(11,781 |
) |
|
|
(5,428 |
) |
|
|
18,374 |
|
Proceeds from long-term debt |
|
|
156,372 |
|
|
|
41,302 |
|
|
|
44,164 |
|
Repayment of long-term debt |
|
|
(126,242 |
) |
|
|
(53,629 |
) |
|
|
(21,183 |
) |
Dividends paid |
|
|
(1,460 |
) |
|
|
(1,214 |
) |
|
|
(1,021 |
) |
Stock exchange listing fees |
|
|
|
|
|
|
|
|
|
|
(22 |
) |
Treasury stock acquired |
|
|
(1,252 |
) |
|
|
(261 |
) |
|
|
(148 |
) |
Proceeds from exercise of stock options |
|
|
158 |
|
|
|
522 |
|
|
|
374 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
15,795 |
|
|
|
(18,708 |
) |
|
|
40,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash |
|
|
344 |
|
|
|
(35 |
) |
|
|
130 |
|
|
|
|
|
|
|
|
|
|
Cash at beginning of year |
|
|
298 |
|
|
|
333 |
|
|
|
203 |
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
642 |
|
|
$ |
298 |
|
|
$ |
333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for interest |
|
$ |
3,475 |
|
|
$ |
2,811 |
|
|
$ |
2,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income taxes |
|
$ |
8,350 |
|
|
$ |
8,192 |
|
|
$ |
3,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash financing activityissuance of common stock |
|
$ |
1,428 |
|
|
$ |
682 |
|
|
$ |
610 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
F- 8
Delta Apparel, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in thousands, unless otherwise noted and excluding share and per share amounts)
NOTE 1THE COMPANY
We are a marketer, manufacturer and distributor of high quality branded and private label
Activewear Apparel. We specialize in selling a variety of casual and athletic Activewear tops and
bottoms, embellished and unembellished T-shirts, and fleece products for the ever-changing apparel
market. We focus on our broad distribution of apparel products to specialty and boutique stores,
high-end and mid-tier retail stores, sporting goods stores, screen printers, and private label
accounts. In addition, certain products are sold in college bookstores and to the U.S. Military.
We design and manufacture the majority of our products ourselves, allowing us to provide our
customers consistent, high quality products. Our manufacturing operations are located in the
Southeastern United States, Honduras, and Mexico. In addition, we use foreign and domestic
contractors as additional sources of production.
We were incorporated in Georgia in 1999 and our principal executive offices are located at 2750
Premiere Parkway, Suite 100, Duluth, Georgia 30097 (telephone number: 678-775-6900). Our common
stock trades on the American Stock Exchange under the symbol DLA.
NOTE 2SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation: Our consolidated financial statements include the accounts of Delta
Apparel and its wholly owned domestic and foreign subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. The equity method of accounting
is used for investments in companies where we have a 20% to 50% ownership interest. We do not
exercise control over these companies, nor do we have substantive participating rights.
Accordingly, they are not variable interest entities and these investments are accounted for under
the equity method of accounting.
We manage 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.
(b) Fiscal Year: We operate on a 52-53 week fiscal year ending on the Saturday closest to June
30. The 2006 and 2005 fiscal years were 52-week years and ended on July 1, 2006 and July 2, 2005,
respectively. The 2004 fiscal year was a 53-week year and ended on July 3, 2004.
(c) Use of Estimates: The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make certain estimates and assumptions that
affect the reported amounts and disclosures of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Estimates are adjusted to reflect actual experience when necessary. Significant estimates and
assumptions affect many items in our financial statements, for example: allowance for doubtful
trade receivables, sales returns and allowances, inventory obsolescence, income tax assets and
liabilities and related valuation allowances, and self-insurance reserves. Our actual results may
differ from our estimates.
(d) Revenue Recognition: We recognize sales when the following criteria are met: persuasive
evidence of an agreement exists, title has transferred to the customer, the price to the buyer is
fixed and determinable and collectibility is reasonably assured. 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. 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.
(e) Cash: Cash consists of cash and temporary investments with original maturities of three
months or less.
(f) Accounts Receivable: Accounts receivable consists primarily of receivables from our customers
and we generally do not require collateral. We actively monitor our exposure to credit risk
through the use of credit approvals and credit limits. We assign a portion of our trade accounts
receivable at Junkfood Clothing Company under a factor agreement. 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
upon collection, or, exclusive of disputed claims,
F- 9
upon 90 days after the due date. We provide allowances for merchandise returns, claims and
markdowns, and bad debts based on historical credits issued as a percentage of sales and periodic
evaluations of the aging of accounts receivable.
(g) Inventories: We state inventories at the lower of cost (first-in, first-out method) or
market. Estimated losses on inventories represent reserves for obsolescence, excess quantities,
irregulars and slow moving inventory. We estimate the losses on the basis of our assessment of the
inventorys net realizable value based upon current market conditions and historical experience.
The majority of our raw materials are readily available, and thus we are not dependent on a single
supplier.
(h) Property, Plant and Equipment: Property, plant and equipment are stated at cost. We
depreciate and amortize our assets on a straight-line method over the estimated useful lives of the
assets, which range from three to twenty years. Leasehold improvements are amortized over the
shorter of the lease term or the estimated useful life of the improvements. Assets that we acquire
under non-cancelable leases that meet the criteria of capital leases are capitalized in property,
plant and equipment and amortized over the useful life of the related assets. When we retire or
dispose of assets, the costs and accumulated depreciation or amortization are removed from the
respective accounts and we recognize any related gain or loss. Repairs and maintenance are charged
to expense when incurred. Major replacements that substantially extend the useful life of an asset
are capitalized and depreciated.
(i) Impairment of Long-Lived Assets: In accordance with Statement of Financial Accounting
Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, our long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable. When evaluating assets for potential
impairment, we would compare the carrying amount of the asset to the undiscounted future net cash
flows expected to be generated by the asset. If impairment is indicated, the asset would be
permanently written down to its estimated fair market value (based upon future discounted cash
flows) and an impairment loss would be recognized.
(j) Goodwill and Intangibles: Certain intangibles and goodwill were recorded upon the
acquisition of Junkfood Clothing Company, as further described in Note 3Acquisitions. Intangible
assets associated with the Junkfood business, including the trade name and trademarks, customer
relationships, non-compete agreements and goodwill were recorded at the acquisition date.
Intangible assets are amortized based on their estimated useful lives, ranging from five to twenty
years, as detailed in Note 3Acquisitions.
Goodwill represents the excess of purchase price over fair value of net identified tangible and
intangible assets and liabilities acquired. We do not amortize goodwill, but instead test goodwill
for impairment on at least an annual basis. Goodwill and intangibles totaled $22,888 at July 1,
2006. The total amount of goodwill is expected to be deductible for tax purposes.
(k) Impairment of Goodwill: We evaluate the carrying value of goodwill annually as of December 31
and between annual evaluations if events occur or circumstances change that would more likely than
not reduce the fair value of the reporting unit below its carrying amount. Such circumstances
could include, but are not limited to, a significant adverse change in business climate or
unanticipated competition. When evaluating whether the goodwill is impaired, we compare the fair
value of the reporting unit to which the goodwill is assigned to its carrying amount. If the
carrying amount of the reporting unit exceeds its fair value, then the amount of the impairment
loss must be measured. The impairment loss would be calculated by comparing the implied fair value
of reporting unit goodwill to its carrying amount. In calculating the implied fair value of
goodwill, the fair value of the reporting unit is allocated to all of the other assets and
liabilities, including intangible assets, of that unit based on their fair values. The excess of
the fair value of a reporting unit over the amount assigned to its other assets and liabilities is
the implied fair value of goodwill. We completed our annual test of goodwill as of December 31,
2005 and we did not identify any impairment as a result of the review.
(l) Internally Developed Software Costs. We account for internally developed software in
accordance with SOP98-1, Accounting for Computer Software Developed for or obtained for Internal
Use. After technical feasibility has been established, we capitalize the cost of our software
development process, including payroll and payroll benefits, by tracking the software development
hours invested in the software projects. We amortize our software development costs in accordance
with the estimated economic life of the software, which is generally three to five years.
(m) Income Taxes: We account for income taxes under the liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date.
F- 10
(n) Costs of Goods Sold: We include in cost of goods sold all manufacturing and sourcing costs
incurred prior to the receipt of finished goods at our distribution facilities. The costs of goods
sold principally include product cost, purchasing costs, inbound freight charges, insurance, and
inventory write-downs. Our gross margins may not be comparable to other companies, since some
entities include costs related to their distribution network in cost of goods sold and we exclude a
portion of them from gross margin, including them in selling, general and administrative expenses.
(o) 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. Distribution costs included in selling, general and
administrative expenses totaled $13,847, $9,073 and $7,426 in fiscal years 2006, 2005 and 2004,
respectively. The Retail-Ready Apparel segment was included in our results beginning on October 3,
2004. In addition, selling, general and administrative expenses include costs related to sales
associates, administrative personnel cost, advertising and marketing expenses, royalty payments on
licensed products and general and administrative expenses.
(p) Advertising Costs: All costs associated with advertising and promoting our products are
expensed during the year in which they are incurred and are included in selling, general and
administrative expenses in the consolidated statements of income. We participate in cooperative
advertising programs with our customers. Depending on the customer, our defined cooperative
programs allow the customer to use from 1% to 4% of its net purchases from us towards
advertisements of our products. As our products are being specifically advertised, we are
receiving an identifiable benefit resulting from the consideration for cooperative advertising.
Therefore, pursuant to Emerging Issues Task Force 01-9, we record our cooperative advertising costs
as a selling expense based on the net sales sold under the cooperative program and the related
cooperative advertising reserve balances are recorded as accrued liabilities. Advertising costs
totaled $4,357, $3,860, and $2,961 in fiscal years 2006, 2005 and 2004, respectively. Included in
these costs were $1,437, $1,303 and $1,040 in fiscal years 2006, 2005 and 2004, respectively,
related to our cooperative advertising programs.
(q) Foreign Currency Translation: Our functional currency for our owned foreign manufacturing
facilities is the United States dollar. We remeasure those assets and liabilities denominated in
foreign currencies using exchange rates in effect on the balance sheet date. Fixed assets and the
related depreciation or amortization charges are recorded at the exchange rates in effect on the
date we acquired the assets. Revenues and expenses denominated in foreign currencies are
remeasured using average exchange rates for all periods presented. We recognize the resulting
foreign exchange gains and losses as a component of other income and expense in the consolidated
statements of income. These gains and losses are immaterial for all periods presented.
(r) Earnings Per Share: We compute basic earnings per share by dividing net income by the
weighted average number of common shares outstanding during the year. The computation of diluted
earnings per share includes the dilutive effect of stock options and non-vested stock awards. The
weighted-average shares do not include securities that would be anti-dilutive for each of the
periods presented.
(s) Yarn and Cotton Procurements: 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 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.
Prior to the sale of our yarn spinning facility on January 5, 2005, we contracted to buy cotton
with future delivery dates at fixed prices in order to reduce the effects of fluctuations in the
prices of cotton used in the manufacture of our products. These contracts permitted settlement by
delivery and were not used for trading purposes. We committed to fixed prices on a percentage of
our cotton requirements up to eighteen months in the future. The contracts were considered a
normal purchase and the fair value of the contracts were not recorded on the balance sheet. If
market prices for cotton fell below our committed fixed costs and we estimated that the costs of
cotton were not recoverable in future sales of finished goods, the differential was charged to
income at that time.
(t) Stock Option and Incentive Award Plans:
As of July 3, 2005, we adopted the fair-value recognition provisions FASB Statement No. 123
(revised 2004), Share-Based Payment (Statement 123(R)) and the Securities and Exchange Commission
Staff Accounting Bulletin No. 107 (SAB
F- 11
107) using the modified-prospective transition method; therefore, prior periods have not been
restated. Statement 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their fair values. Pro
forma disclosure is no longer an alternative.
Prior to July 2, 2005, we accounted for stock plans under Statement 123. As permitted under this
standard, compensation cost was recognized using the intrinsic value method described in APB 25 and
related Interpretations. Pro forma information regarding net income and earnings per share was
required by Statement 123 to be determined as if we had accounted for our employee stock options
under the fair value method of that Statement. For purposes of pro forma disclosures, the
estimated fair value of the options under the Option Plan and the Award Plan were amortized to
expense over the options vesting period. Our pro forma information follows (in thousands, except
per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
July 2, |
|
|
July 3, |
|
|
|
2005 |
|
|
2004 |
|
Net income, as reported |
|
$ |
11,243 |
|
|
$ |
9,730 |
|
|
|
|
|
|
|
|
|
|
Add: Stock-based employee compensation expense
included in reported net income, net of related tax
effects |
|
|
705 |
|
|
|
702 |
|
|
|
|
|
|
|
|
|
|
Deduct: Total stock-based employee compensation
expense determined under fair value based method for
all options and awards, net of related tax effects |
|
|
(1,146 |
) |
|
|
(825 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
10,802 |
|
|
$ |
9,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
Basicas reported |
|
$ |
1.35 |
|
|
$ |
1.19 |
|
Basicpro forma |
|
$ |
1.29 |
|
|
$ |
1.18 |
|
|
|
|
|
|
|
|
|
|
Dilutedas reported |
|
$ |
1.33 |
|
|
$ |
1.16 |
|
Dilutedpro forma |
|
$ |
1.28 |
|
|
$ |
1.15 |
|
(u) Comprehensive Income: Other than immaterial foreign currency translation adjustments, we did
not have any items of Other Comprehensive Income in fiscal years 2006, 2005 or 2004.
(v) Fair Value of Financial Instruments: We use financial instruments in the normal course of our
business. The carrying values approximate fair value for financial instruments that are short-term
in nature, such as cash, accounts receivable, accounts payable and accrued expenses. We estimate
that the carrying value of our long-term debt approximates fair value based on the current rates
offered to us for debt of the same remaining maturities.
(w) Derivatives: From time to time, we enter into forward contracts, option agreements or other
instruments to limit our exposure to fluctuations in raw material prices with respect to cotton
purchases. We determine at inception whether the derivative instruments will be accounted for as
hedges. No option agreements were purchased during fiscal year 2006 or 2005. All option
agreements purchased during fiscal year 2004 were derivative instruments but were not accounted for
as hedges. As such, on a quarterly basis we marked to market the option agreements. Adjustments
to the fair market value were recorded as a component of other income and expense in the statements
of income. There were no outstanding derivative instruments at July 1, 2006, July 2, 2005 or July
3, 2004.
(x) Reclassifications: We have made certain reclassifications to the presentation of prior year
results in order to conform to the current period presentation. We have reclassified operating
income to exclude Other Income and Expense.
(y) Recent Accounting Pronouncements: In November 2004, the Financial Accounting Standards Board
(FASB) issued FASB Statement No. 151 (SFAS 151), Inventory Costs. SFAS 151 amends the guidance
in Accounting Research Bulletin No. 43, Inventory Pricing, to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs and wasted material (spoilage). SFAS 151
requires that those items be recognized as current period charges and that the allocation of fixed
production overheads to the cost of converting work in process to finished goods be based on the
normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. We adopted Statement 151 effective July 3,
2005. After review of our cost allocation procedures, we determined that the adoption of this
statement did not have a material impact on our financial statements.
F- 12
In December 2004, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP)
Nos. 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004
(FSP 109-1), and 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004 (FSP 109-2). The American Jobs Creation
Act of 2004 (the Jobs Creation Act) was enacted on October 22, 2004. Under guidance in FSP
109-1, the qualified production activities deduction will be treated as a special deduction as
described in FASB Statement No. 109. As such, the special deduction has no effect on deferred tax
assets and liabilities existing at the enactment date of the Jobs Creation Act. We have determined
that our production activities will qualify under the Jobs Creation Act and expect that this
deduction could reduce our effective income tax rate for fiscal year 2006 by up to 1%. FSP 109-2
states that an enterprise is allowed time beyond the financial reporting period of enactment to
evaluate the effect of the Jobs Creation Act on its plan for reinvestment or repatriation of
foreign earnings for purposes of applying SFAS 109. Based on our analysis and evaluation of the
impact of the repatriation provisions, we did not repatriate any foreign earnings pursuant to the
Jobs Creation Act.
On December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment, which
is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation (Statement 123).
Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees (APB
25), and amends FASB Statement No. 95, Statements of Cash Flows. Generally, the approach in
Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R)
requires all share-based payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro forma disclosure is no longer
an alternative. Statement 123(R) is effective for annual periods beginning after June 15, 2005.
Accordingly, effective July 3, 2005, we adopted the fair-value recognition provisions of Statement
123(R). See Note 13, Stock Options and Incentive Stock Awards, for further information on the
implementation of Statement 123(R).
On November 10, 2005, the FASB issued Staff Position No. FAS 123(R)-3, Transition Election Related
to Accounting for Tax Effects of Share-Based Payment Awards. This provides for a simplified method
to establish the beginning balance of the additional paid-in capital pool related to the tax
effects of share-based compensation. Since our adoption of Statement 123, we have not recorded any
excess tax benefits associated with our stock options and therefore we have no initial pool of
excess tax benefits upon adoption of Statement 123(R).
In March 2005, the Securities and Exchange Commission released SEC Staff Accounting Bulletin
(SAB) No. 107, Share-Based Payment. SAB No. 107 provides the SEC staffs position regarding the
implementation of Statement 123(R). SAB No. 107 contains interpretive guidance related to the
interaction between Statement 123(R) and certain SEC rules and regulations, as well as provides the
staffs views regarding the valuation of share-based payment transactions. Effective July 3, 2005,
we adopted the fair-value recognition provisions of Statement 123(R) and SAB No. 107 using the
modified-prospective transition method; therefore, prior periods have not been restated. See Note
13, Stock Options and Incentive Stock Awards, for further information on the implementation of SAB
No. 107.
In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations (Interpretation 47), which is an interpretation of Statement No. 143,
Accounting for Asset Retirement Obligations (SFAS 143). Interpretation 47 clarifies terminology
within SFAS 143 and requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation when incurred if the liabilitys fair value can be reasonably
estimated. Interpretation was effective for fiscal years ending after December 15, 2005. We
evaluated our asset retirement obligations, determining we had no significant obligations with
respect to conditional asset retirements. Accordingly, the adoption of Interpretation 47 did not
have a material impact on our financial statements.
In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections (SFAS
154). This Statement requires retrospective application for voluntary changes in accounting
principle unless it is impracticable to do so. Statement 154s retrospective application
requirement replaces APB Opinion No. 20s, Accounting Changes, requirement to recognize most
voluntary changes in accounting principle by including in net income of the period of the change
the cumulative effect of changing to the new accounting principle. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning after December 15,
2005. Effective July 3, 2005, we early adopted the accounting changes and corrections of errors
provisions contained in Statement 154. For the year ended July 1, 2006, we determined that we had
no accounting changes or corrections of errors that would be impacted by this statement.
Accordingly, the adoption of Statement 154 did not have a material impact on our financial
statements.
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 expect to
adopt Interpretation 48 on July 2,
F- 13
2006. We are currently evaluating the effect that the adoption of Interpretation 48 will have on
our financial position and results of operations but do not expect the adoption of this statement
to have a material impact on our financial statements.
NOTE 3ACQUISITIONS
Intensity Athletics, Inc.
On October 3, 2005, our wholly-owned subsidiary, M. J. Soffe Company, purchased substantially all
of the assets of Intensity Athletics, Inc. and its business of designing, manufacturing, and
marketing athletic apparel pursuant to an Asset Purchase Agreement among M. J. Soffe Company,
Intensity Athletics, Inc. (Intensity), and the shareholder of Intensity, Tim Maloney Sales, Inc.
The aggregate consideration paid to Intensity for substantially all of the assets of Intensity was
a cash payment of $0.8 million. Additional amounts are payable to Intensity in cash during each of
fiscal years 2007, 2008, 2009 and 2010 if specified financial performance targets are met by the
Intensity Athletics business during annual periods beginning on October 3, 2005 and ending on
September 26, 2009 (the Earnout Amounts). The Earnout Amounts are capped at a maximum aggregate
amount of $0.6 million. No goodwill was recorded related to this acquisition.
The results of Intensity Athletics operations have been included in the consolidated financial
statements since the acquisition date.
Junkfood Clothing Company
On August 22, 2005, we entered into an Asset Purchase Agreement with Liquid Blaino Designs, Inc.
d/b/a Junkfood Clothing (Seller) and the shareholders of Seller, Natalie Grof and Blaine
Halvorson, pursuant to which we purchased substantially all of the assets of the Seller and its
business of designing, marketing, and selling licensed and branded apparel. The closing of the
purchase (the Closing) occurred simultaneously with the execution of the Asset Purchase
Agreement.
The aggregate consideration paid to Seller at Closing for substantially all of the assets of Seller
consisted of (1) a cash payment of $20 million; and (2) issuance to Seller of a promissory note in
the original principal amount of $2.5 million (the Note). The Note bears interest at 9% and has
a three-year term. Pursuant to the Asset Purchase Agreement, on December 1, 2005 we paid the
Seller $4.4 million for the Closing Date Working Capital Adjustment, which was based upon the
closing date balance sheet of Seller. Additional amounts are payable to Seller in cash during each
of fiscal years 2007, 2008, 2009, and 2010 if financial performance targets are met by the Junkfood
business 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).
The acquisition of Junkfood is an important part of our expansion strategy. The addition of the
Junkfood business to Delta Apparel keeps with our strategy of acquiring profitable apparel
operations that expand our channels of distribution.
The acquisition of Junkfood was accounted for using the purchase method of accounting. The
purchase price of the acquisition was allocated to the assets and related liabilities based on
their fair values. At July 1, 2006, we accrued an Earnout Payment for fiscal year 2006 in the
amount of $3 million. This Earnout Payment increased the total amount of goodwill recorded on the
acquisition as it increases the consideration paid to the Seller. We have identified certain
intangible assets associated with the Junkfood business, including the trade name and trademarks,
customer relationships, non-compete agreements and goodwill. Components of intangible assets are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic |
|
|
|
|
|
|
|
Life |
|
Goodwill |
|
$ |
13,888 |
|
|
|
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 |
|
$ |
22,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The $13.9 million of goodwill was assigned to the Retail-Ready Apparel segment of our business.
The total amount of goodwill is expected to be deductible for tax purposes.
The results of Junkfoods operations have been included in the consolidated financial statements
since the acquisition date.
F- 14
The following table summarizes the fair values of the assets acquired and liabilities assumed at
the date of the acquisition:
|
|
|
|
|
Cash consideration paid |
|
$ |
24,353 |
|
Promissory note issued |
|
|
2,500 |
|
Direct merger costs |
|
|
582 |
|
|
|
|
|
Total purchase price |
|
$ |
27,435 |
|
|
|
|
|
|
Accounts receivable |
|
$ |
10,514 |
|
Inventories |
|
|
2,982 |
|
Other current assets |
|
|
125 |
|
Other assets |
|
|
26 |
|
Property, plant and equipment |
|
|
268 |
|
Goodwill and other intangible assets |
|
|
19,932 |
|
Current liabilities |
|
|
(6,412 |
) |
|
|
|
|
Fair value of net assets acquired |
|
$ |
27,435 |
|
|
|
|
|
The unaudited pro forma financial information presented below gives effect to the Junkfood
acquisition as if it had occurred as of the beginning of fiscal year 2006 and fiscal year 2005.
The information presented below is for illustrative purposes only and is not indicative of results
that would have been achieved or results that may be achieved in the future.
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
|
2006 |
|
|
2005 |
|
Net sales |
|
$ |
281,474 |
|
|
$ |
255,429 |
|
Net income |
|
|
15,748 |
|
|
|
13,720 |
|
Net income per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.83 |
|
|
$ |
1.65 |
|
Diluted |
|
$ |
1.82 |
|
|
$ |
1.62 |
|
NOTE 4INVENTORIES
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
|
2006 |
|
|
2005 |
|
Raw materials |
|
$ |
5,537 |
|
|
$ |
4,496 |
|
Work in process |
|
|
27,534 |
|
|
|
21,231 |
|
Finished goods |
|
|
70,589 |
|
|
|
73,299 |
|
|
|
|
|
|
|
|
|
|
$ |
103,660 |
|
|
$ |
99,026 |
|
|
|
|
|
|
|
|
Raw materials at July 2, 2005 included finished yarn and direct materials for both the Activewear
Apparel and Retail-Ready Apparel segments. With the acquisition of Junkfood Clothing Company in
August 2005, our raw materials for Junkfood consists of blank t-shirts. Therefore, raw materials
at July 1, 2006 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.
F- 15
NOTE 5PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
July 1, |
|
|
July 2, |
|
|
|
Useful Life |
|
2006 |
|
|
2005 |
|
Land and land improvements |
|
N/A |
|
$ |
1,354 |
|
|
$ |
1,354 |
|
Buildings |
|
10-20 years |
|
|
8,840 |
|
|
|
8,701 |
|
Machinery and equipment |
|
5-15 years |
|
|
36,905 |
|
|
|
35,912 |
|
Computers and software |
|
3 years |
|
|
6,011 |
|
|
|
5,138 |
|
Furniture and fixtures |
|
7 years |
|
|
3,346 |
|
|
|
2,540 |
|
Leasehold improvements |
|
3-10 years |
|
|
1,492 |
|
|
|
987 |
|
Automobiles |
|
5 years |
|
|
232 |
|
|
|
205 |
|
Construction in progress |
|
N/A |
|
|
1,850 |
|
|
|
899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,030 |
|
|
|
55,736 |
|
Less accumulated depreciation and amortization |
|
|
|
|
(38,866 |
) |
|
|
(35,786 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,164 |
|
|
$ |
19,950 |
|
|
|
|
|
|
|
|
|
|
NOTE 6GOODWILL AND INTANGIBLE ASSETS
Components of intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
Economic |
|
|
|
2006 |
|
|
Life |
|
Goodwill |
|
$ |
13,888 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less accumulated amortization |
|
|
(421 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for intangible assets was $421 for the year ended July 1, 2006. Amortization
expense is estimated to be approximately $500 for each of the fiscal years 2007 through 2010, and
approximately $400 in succeeding fiscal years.
We completed our annual test of goodwill as of December 31, 2005 in accordance with Statement of
Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets, and did not
identify any impairment as a result of the test.
NOTE 7ACCRUED EXPENSES
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
|
2006 |
|
|
2005 |
|
Accrued employee compensation and benefits |
|
$ |
8,829 |
|
|
$ |
9,832 |
|
Taxes accrued and withheld |
|
|
269 |
|
|
|
992 |
|
Accrued insurance |
|
|
973 |
|
|
|
1,347 |
|
Accrued advertising |
|
|
744 |
|
|
|
470 |
|
Accrued contingent earnout payments |
|
|
6,409 |
|
|
|
1,533 |
|
Accrued royalties |
|
|
764 |
|
|
|
|
|
Other |
|
|
3,516 |
|
|
|
2,658 |
|
|
|
|
|
|
|
|
|
|
$ |
21,504 |
|
|
$ |
16,832 |
|
|
|
|
|
|
|
|
F- 16
NOTE 8LONG-TERM DEBT
Long-term debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
|
2006 |
|
|
2005 |
|
Revolving credit facilities secured by
receivables, inventory and property and
equipment, interest at prime rate or LIBOR
rate plus an applicable margin (6.502% at
July 1, 2006) due August 2008 |
|
$ |
48,150 |
|
|
$ |
27,101 |
|
|
|
|
|
|
|
|
|
|
Soffe Seller note, interest at 8% payable
monthly, principal amounts due in quarterly
installments of $400; final payment made on
August 23, 2005 |
|
|
|
|
|
|
5,200 |
|
|
|
|
|
|
|
|
|
|
Junkfood Seller note, interest at 9% with
interest payable quarterly, principal amounts
due in annual installments of $500, $750, and
with final payment of $1,250 due August 2008 |
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,650 |
|
|
|
32,301 |
|
Less current installments |
|
|
3,683 |
|
|
|
15,065 |
|
|
|
|
|
|
|
|
Long-term debt, excluding current installments |
|
$ |
46,967 |
|
|
$ |
17,236 |
|
|
|
|
|
|
|
|
On August 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparels $42.75
million credit facility and consolidated M. J. Soffe Co.s $38.5 million credit facility with it
pursuant to a Second Amended and Restated Loan and Security Agreement (the Amended Loan
Agreement) with Wachovia Bank, National Association (the successor by merger to Congress Financial
Corporation (Southern)), as Agent, and the financial institutions named in the Amended Loan
Agreement as Lenders.
Pursuant to the Amended Loan Agreement, Delta Apparel, Junkfood, and M. J. Soffe Co. became
co-borrowers under a single credit facility, the maturity of the loans under the credit facility
was extended to August 2008, and the line of credit available to us was increased to $85 million
(subject to borrowing base limitations based on the value and type of collateral provided), which
represents an increase of $3.75 million in the aggregate amount that was available under the prior
two credit facilities.
Within the credit facility, there is a Fixed Asset Loan Amortization Amount requiring monthly
installment payments of $0.3 million, which reduces the amount of availability under the facility.
The Fixed Asset Loan Amortization Amount under the Second Amended and Restated Loan and Security
Agreement was $16.8 million initially. At July 1, 2006, the Fixed Asset Loan Amortization Amount
was $14.2 million.
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
banks prime rate plus an applicable margin. Under the credit facility, after subtracting the
Fixed Asset Loan Amortization Amounts, we were able to borrow up to $70.8 million subject to
borrowing base limitations based on the accounts receivable and inventory levels. Annual facility
fees were .25% of the amount by which $70.8 million exceeds the average daily principal balance of
the outstanding loans and letter of credit accommodations during the immediately preceding month.
At July 1, 2006 we had the ability to borrow an additional $32.4 million under the credit facility.
The credit facility contains limitations on, or prohibitions of, cash dividends, stock purchases,
related party transactions, mergers, acquisitions, sales of assets, indebtedness and investments.
We were allowed to make purchases of our own stock up to an aggregate of $23.0 million provided
that no event of default existed or would result from that action and after the purchase at least
$3.0 million remains available to borrow 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 will classify borrowings under the new
facility as noncurrent debt.
F- 17
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 $2.5 million seller note bears interest at 9%, is payable quarterly, and
requires annual principal payments of $500, $750, and $1,250 for each of the periods ending August
22, 2006, 2007, and 2008, respectively. At July 1, 2006, we had $2.5 million outstanding under the
note.
In conjunction with the acquisition of Junkfood and entry into the Amended Loan Agreement, on
August 23, 2005, M. J. Soffe Co. paid approximately $5 million to satisfy in full the Promissory
Note of M. J. Soffe Co. dated as of October 3, 2003, which was made in connection with our
acquisition of M. J. Soffe Co. The Promissory Note was made in favor of the Soffe sellers, James
F. Soffe, John D. Soffe, and Anthony M. Cimaglia.
The aggregate maturities of debt are as follows:
|
|
|
|
|
Fiscal Year |
|
|
|
|
2007 |
|
$ |
500 |
|
2008 |
|
|
48,900 |
|
2009 |
|
|
1,250 |
|
|
|
|
|
|
|
$ |
50,650 |
|
|
|
|
|
NOTE 9SALE OF YARN MANUFACTURING PLANT
On January 5, 2005, we completed the sale of our yarn manufacturing plant in Edgefield, South
Carolina to Parkdale America, LLC for $10 million in cash. In conjunction with the sale
transaction, we entered into a five-year agreement with Parkdale to supply our yarn requirements.
During this five-year period, we will purchase exclusively from Parkdale all yarn required by Delta
Apparel and our wholly owned subsidiary, M. J. Soffe Co., 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). The purchase price of yarn is based upon the cost of cotton plus a fixed
conversion cost.
The sale of the Edgefield Plant resulted in a pre-tax financial gain of $3.6 million in the fiscal
year ended July 2, 2005.
NOTE 10INCOME TAXES
The provision for income taxes consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 3, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Current: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
7,471 |
|
|
$ |
3,458 |
|
|
$ |
5,049 |
|
State |
|
|
1,308 |
|
|
|
681 |
|
|
|
658 |
|
Foreign |
|
|
77 |
|
|
|
56 |
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
Total current |
|
|
8,856 |
|
|
|
4,195 |
|
|
|
5,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
|
(433 |
) |
|
|
1,270 |
|
|
|
(1,221 |
) |
State |
|
|
(73 |
) |
|
|
415 |
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
Total deferred |
|
|
(506 |
) |
|
|
1,685 |
|
|
|
(1,224 |
) |
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
$ |
8,350 |
|
|
$ |
5,880 |
|
|
$ |
4,674 |
|
|
|
|
|
|
|
|
|
|
|
F- 18
A reconciliation between actual income tax expense and the income tax expense computed using the
Federal statutory income tax rate of 35% is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 3, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Income tax expense at the statutory rate |
|
$ |
8,118 |
|
|
$ |
5,993 |
|
|
$ |
5,041 |
|
State income tax expense net of federal income tax effect |
|
|
803 |
|
|
|
712 |
|
|
|
426 |
|
Nondeductible items in foreign jurisdictions |
|
|
8 |
|
|
|
6 |
|
|
|
139 |
|
Reversal of liability associated with tax sharing agreement |
|
|
|
|
|
|
|
|
|
|
(940 |
) |
Permanent reinvestment of foreign earnings |
|
|
(297 |
) |
|
|
(909 |
) |
|
|
|
|
Section 199 deduction under the American Jobs Creation Act of 2004 |
|
|
(237 |
) |
|
|
|
|
|
|
|
|
Valuation allowance adjustments |
|
|
|
|
|
|
88 |
|
|
|
|
|
Nondeductible amortization and other permanent differences |
|
|
42 |
|
|
|
43 |
|
|
|
79 |
|
Other |
|
|
(87 |
) |
|
|
(53 |
) |
|
|
(71 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
8,350 |
|
|
$ |
5,880 |
|
|
$ |
4,674 |
|
|
|
|
|
|
|
|
|
|
|
Significant components of our deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
|
2006 |
|
|
2005 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
State net operating loss carryforward |
|
$ |
445 |
|
|
$ |
475 |
|
Earnout provision |
|
|
1,329 |
|
|
|
1,898 |
|
Currently nondeductible accruals |
|
|
2,036 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
Gross deferred tax assets |
|
|
3,810 |
|
|
|
3,403 |
|
|
|
|
|
|
|
|
|
|
Less valuation allowance |
|
|
(146 |
) |
|
|
(146 |
) |
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
3,664 |
|
|
|
3,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
(1,274 |
) |
|
|
(1,574 |
) |
Goodwill and intangibles |
|
|
(451 |
) |
|
|
|
|
Other |
|
|
(352 |
) |
|
|
(602 |
) |
|
|
|
|
|
|
|
Gross deferred tax liabilities |
|
|
(2,077 |
) |
|
|
(2,176 |
) |
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
1,587 |
|
|
$ |
1,081 |
|
|
|
|
|
|
|
|
As of July 1, 2006, we had operating loss carryforwards of approximately $7.5 million for state
purposes. These carryforwards expire at various intervals through 2020. Our deferred tax asset
related to state net operating loss carryforwards is reduced by a valuation allowance to result in
deferred tax assets we consider more likely than not to be realized. There was no change in the
total valuation allowance for the year ended July 1, 2006. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which
those temporary differences become deductible.
During the year ended July 2, 2005, we decided to indefinitely reinvest our foreign earnings in
Honduras. Therefore, we reversed the $0.7 million tax liability associated with the foreign
earnings, as no provision for the U. S. federal and state tax ramifications of repatriating the
earnings is necessary.
NOTE 11LEASES
We have several non-cancelable operating leases primarily related to buildings, office equipment,
machinery and equipment, and computer systems. Certain land and building leases have renewal
options generally for periods ranging from 5 to 10 years.
F- 19
Future minimum lease payments under non-cancelable operating leases as of July 1, 2006 were as
follows:
|
|
|
|
|
Fiscal Year |
|
|
|
|
2007 |
|
$ |
4,200 |
|
2008 |
|
|
4,066 |
|
2009 |
|
|
3,661 |
|
2010 |
|
|
3,337 |
|
2011 |
|
|
2,429 |
|
Thereafter |
|
|
5,584 |
|
|
|
|
|
|
|
$ |
23,277 |
|
|
|
|
|
Rent expense for all operating leases was approximately $5,035, $3,340 and $2,955 for fiscal years
2006, 2005, and 2004, respectively.
NOTE 12EMPLOYEE BENEFIT PLANS
We sponsor and maintain a 401(k) retirement savings plan (the 401(k) Plan) for our employees who
meet certain service and age requirements. The 401(k) Plan permits participants to make pre-tax
contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code. The
401(k) Plan provides for us to make a guaranteed match of the employees contributions. We
contributed approximately $651, $450 and $323 to the 401(k) Plan during fiscal years 2006, 2005 and
2004, respectively.
During fiscal year 2005, our Board of Directors terminated our nonqualified deferred compensation
plans pursuant to the exit strategy guidelines of the American Jobs Creation Act of 2004. Deferred
compensation plans had been maintained to permit certain management employees to defer a portion of
their compensation. Under the deferred compensation plan available to the Delta employees,
deferred compensation accounts were credited with interest at a fixed interest rate. Under the
deferred compensation plan available for the Soffe employees, deemed investment earnings based upon
the stock market were added to each participants account. We expensed approximately $450, and
$383 related to the deferred compensation plans during fiscal years 2005, and 2004, respectively.
We terminated both deferred compensation plans in June 2005 for a total cash disbursement of $6.2
million, which was partially offset by $2.0 million received from the termination of life insurance
policies that had been maintained in conjunction with the deferred compensation plans.
We provide postretirement life insurance benefits for certain retired employees. The plan is
noncontributory and is unfunded. Benefits and expenses are paid from our general assets as they
are incurred. All of the employees in the plan are fully vested and the plan was closed to new
employees in 1990. The discount rate used in determining the liability was 5.15%, 5.15% and 7.25%
for fiscal years 2006, 2005 and 2004 respectively. The following table presents the benefit
obligation for these benefits, which is included in Accrued Expenses in the accompanying balance
sheet.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
July 2, |
|
|
July 3, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Change in benefit obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
962 |
|
|
$ |
939 |
|
|
$ |
956 |
|
Interest cost |
|
|
82 |
|
|
|
80 |
|
|
|
74 |
|
Benefits paid |
|
|
(91 |
) |
|
|
(77 |
) |
|
|
(97 |
) |
Actuarial adjustment |
|
|
(14 |
) |
|
|
20 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
939 |
|
|
$ |
962 |
|
|
$ |
939 |
|
|
|
|
|
|
|
|
|
|
|
NOTE 13STOCK OPTIONS AND INCENTIVE STOCK AWARDS
Effective in June 2000, we established the Delta Apparel Stock Option Plan (the Option Plan) and
the Delta Apparel Incentive Stock Award Plan (the Award Plan). 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) using the modified-prospective transition
method; therefore, prior periods have not been restated. Compensation cost recognized during the
year ended July 1, 2006 includes compensation cost for all share-based payments granted, but not
yet vested as of July 3, 2005, based on the grant date fair value estimated in accordance with the
original provisions of Statement 123, and compensation cost for all share-based payments granted
subsequent to July 3, 2005, based on the grant date fair value estimated in accordance with the
provisions of Statement 123(R).
F- 20
Prior to July 2, 2005, we accounted for these plans under Statement 123. As permitted under this
standard, compensation cost was recognized using the intrinsic value method described in APB 25 and
related Interpretations. 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) using the modified-prospective transition method; therefore, prior periods have not
been restated. Compensation cost recognized for the year ended July 1, 2006 includes compensation
cost for all share-based payments granted, but not yet vested as of July 3, 2005, based on the
grant date fair value estimated in accordance with the original provisions of Statement 123, and
compensation cost for all share-based payments granted subsequent to July 3, 2005, based on the
grant date fair value estimated in accordance with the provisions of Statement 123(R).
Option Plan
Under the Option Plan, we authorized the grant of options for up to 2,000,000 shares of common
stock. Options are granted by the compensation grants committee of our board of directors to
officers and key and middle level executives for the purchase of our stock at prices not less than
the fair market value of the shares on the dates of grant, with an exercise term (as determined by
the Compensation Committee) not to exceed 10 years. The Compensation Committee determines the
vesting period for our stock options. Generally, such stock options become exercisable over four
years. Certain option awards provide for accelerated vesting upon meeting specific retirement,
death or disability criteria. During the year ended July 1, 2006, we granted options for 734,000
shares of our common stock.
No stock-based compensation cost related to stock options was recognized in the statements of
income for the years ended July 2, 2005 and July 3, 2004, as all options granted in these periods
had an exercise price equal to the market price at the date of grant. As a result of adopting
Statement 123(R), our operating income for the year ended July 1, 2006 is $0.8 million lower than
if we had continued to account for stock-based compensation under APB No. 25. Compensation expense
is allocated between our 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.
The fair values of the options granted during the first quarter of fiscal years 2006 and 2005 were
estimated on the dates of their grants using the Black-Scholes option-pricing model on the basis of
the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Risk-free interest rate |
|
|
4.00 |
% |
|
|
3.46 |
% |
Expected life |
|
7 yrs |
|
10 yrs |
Expected volatility |
|
|
35.8 |
% |
|
|
35.0 |
% |
Expected dividend yield |
|
|
1.30 |
% |
|
|
1.30 |
% |
Weighted-average fair value of options granted |
|
$ |
5.182 |
|
|
$ |
4.234 |
|
The risk-free interest rate for the periods within the expected life of the option is based on the
U.S. Treasury yield curve in effect at the time of grant. In fiscal year 2005, the expected life
was based on historical exercises and terminations. Due to minimal exercising of stock options
historically, in 2006, we have estimated the expected life of options granted to be the midpoint
between the average vesting term and the contractual term as permitted under SAB 107. The expected
volatility for the periods with the expected life of the option is determined using historical
volatilities based on historical stock prices. The expected dividend yield is based on our annual
dividend in relation to our historical average stock price.
A summary of our stock option activity under the Option Plan and related information is as follows:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
|
July 1, 2006 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
Outstanding at July 2, 2005 |
|
|
158,500 |
|
|
$ |
11.28 |
|
Granted |
|
|
734,000 |
|
|
$ |
13.35 |
|
Exercised |
|
|
(14,000 |
) |
|
$ |
11.28 |
|
Forfeited |
|
|
(60,000 |
) |
|
$ |
13.35 |
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at July 1, 2006 |
|
|
818,500 |
|
|
$ |
12.98 |
|
|
|
|
|
|
|
|
|
|
Exercisable at July 1, 2006 |
|
|
144,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
F- 21
The weighted-average grant-date fair value of options granted during the year ended July 1, 2006
and July 2, 2005 was $5.182 and $4.234, respectively. During the year ended July 1, 2006,
proceeds received on the exercise of options under the Option Plan were $0.2 million. During the
year ended July 2, 2005, proceeds received on the exercise of options under the Option Plan were
$0.5 million. Shares are issued from treasury stock upon exercise of the options. Prior to the
adoption of Statement 123(R), we presented all tax benefits of deductions resulting from the
exercise of stock options as operating cash flows in the statements of cash flows. Statement
123(R) requires that cash flows from tax benefits attributable to tax deductions in excess of the
compensation cost recognized for those options (excess tax benefits) be classified as financing
cash flows. We did not have any significant excess tax benefits for the fiscal year ended July 1,
2006.
The table below presents the pro forma effect on net income and earnings per share if we had
applied the fair value recognition provision to options granted under our stock option plan for
year ended July 2, 2005. For purposes of this pro forma disclosure, the value of the options is
estimated using the Black-Scholes option-pricing model and amortized to expense over the options
vesting periods. For the year ended July 2, 2005, expenses net of tax totaling $1.9 million
related to our Award Plan, described below, were included in our net income and earnings per share,
as reported.
|
|
|
|
|
|
|
July 2, |
|
|
|
2005 |
|
Net income, as reported |
|
$ |
11,243 |
|
|
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects |
|
|
705 |
|
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all options and
awards, net of related tax effects |
|
|
(1,146 |
) |
|
|
|
|
Pro forma net income |
|
$ |
10,802 |
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
Basicas reported |
|
$ |
1.35 |
|
Basicpro forma |
|
$ |
1.29 |
|
|
Dilutedas reported |
|
$ |
1.33 |
|
Dilutedpro forma |
|
$ |
1.28 |
|
A summary of the status of our nonvested shares as of July 1, 2006, and changes during the fiscal
year ended July 1, 2006, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Grant-Date |
|
|
|
Shares |
|
|
Fair Value |
|
Nonvested at July 2, 2005 |
|
|
158,500 |
|
|
$ |
4.23 |
|
Granted |
|
|
734,000 |
|
|
$ |
5.18 |
|
Vested |
|
|
(158,500 |
) |
|
$ |
4.23 |
|
Forfeited |
|
|
(60,000 |
) |
|
$ |
5.18 |
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at July 1, 2006 |
|
|
674,000 |
|
|
$ |
5.18 |
|
|
|
|
|
|
|
|
As of July 1, 2006, there was $2.4 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 3 years.
In December 2005, the FASB issued FSP FAS No. 123R-3 (FSP123R), Transition Election Related to
Accounting for the Tax Effects of Share-Based Payment Awards, which provides for a simplified
method of calculating the initial pool of excess tax benefits upon adoption of Statement 123(R).
The Option Plan meets the requirements of IRC Section 422 to qualify as an Incentive Stock Option
(ISO). We had no knowledge of any disqualifying dispositions, and accordingly, we did not have
any tax deductions and there were no excess tax benefits, associated with our Option Plan. As
such, we have no initial pool of excess tax benefits upon the adoption of Statement 123(R).
During fiscal year 2006, we have recorded expense associated with our Option Plan pursuant to
Statement 123(R). Prior to March 2006 our Option Plan qualified as an ISO, and therefore the
related expense was not tax deductible and resulted in a
F- 22
permanent tax difference, thus increasing our effective income tax rate. During the third quarter
of fiscal year 2006 we amended all of our outstanding unvested options to convert them from ISO
options to nonqualified options. Upon the future exercise of these options we will be able record
a tax benefit equal to the lesser of the actual benefit of the tax deduction or the cumulative
compensation cost previously recognized in earnings. Any excess benefit will be recognized as an
increase to additional paid-in capital.
Award Plan
Under the Award Plan, the compensation grants committee of our board of directors has the
discretion to grant awards for up to an aggregate maximum of 800,000 shares of common stock. The
Award Plan authorizes the compensation grants committee to grant to our officers and key and middle
level executives rights to acquire shares at a cash purchase price of $0.01 per share. The Award
Plan contains certain provisions that require it to be accounted for as a liability under Statement
123(R) and previously required it to be accounted for as a variable plan under APB 25. In fiscal
year 2003, a three-year performance award was granted. These awards vested when we filed our
Annual Report on Form 10-K for fiscal year 2005 based on the achievement of performance criteria
for the three-year period ended July 2, 2005. In fiscal year 2006 awards for 125,000 shares of our
common stock were granted. These awards will vest upon the filing of our Annual Report on Form
10-K for fiscal year 2007 based on the achievement of performance criteria for the two-year period
ended June 30, 2007. Awards provide for accelerated vesting upon meeting specific retirement,
death or disability criteria. Compensation expense recorded under the Award Plan was $2,154, $1,864
and $1,835 in fiscal years 2006, 2005 and 2004, respectively. Compensation expense is allocated
between our 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.
A summary of the status of our nonvested awards as of July 1, 2006, and changes during the year
ended July 1, 2006, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
Nonvested at July 2, 2005 |
|
|
94,402 |
|
|
$ |
0.01 |
|
Granted |
|
|
125,000 |
|
|
$ |
0.01 |
|
Vested |
|
|
(94,402 |
) |
|
$ |
0.01 |
|
Forfeited |
|
|
(12,000 |
) |
|
$ |
0.01 |
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at July 1, 2006 |
|
|
113,000 |
|
|
$ |
0.01 |
|
|
|
|
|
|
|
|
As of July 1, 2006, there was $2.2 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
1.1 years.
NOTE 14BUSINESS SEGMENTS
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 comprises our business units primarily focused on garment styles
that are characterized by low fashion risk. We market, distribute and manufacture unembellished
knit apparel under the brands of 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 that Fun-Tees
manufactures will be included in the Activewear Apparel segment upon our anticipated acquisition on
or around October 2, 2006.
The Retail-Ready Apparel segment comprises 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. Junkfood Clothing Company is included in
the Retail-Ready Apparel segment as of August 22, 2005. Our products in this segment are marketed
under the Soffe® label, and as of October 3, 2005, includes the Intensity Athletics® label and,
as of August 22, 2005, the Junkfood® and Sweet and Sour® labels.
F- 23
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 2. Intercompany transfers between operating segments are transacted at cost and have been
eliminated within the segment amounts shown below. Prior year information has been restated so the
operating segments are disclosed net of intercompany transfers (with the intercompany elimination
removed from the Corporate and Unallocated category.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
Activewear |
|
|
Retail-Ready |
|
|
and |
|
|
|
|
|
|
Apparel |
|
|
Apparel |
|
|
Unallocated |
|
|
Consolidated |
|
Fiscal Year 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
136,666 |
|
|
$ |
133,442 |
|
|
$ |
|
|
|
$ |
270,108 |
|
Segment operating income |
|
|
7,556 |
|
|
|
19,111 |
|
|
|
346 |
|
|
|
27,013 |
|
Segment assets |
|
|
99,786 |
|
|
|
103,337 |
|
|
|
|
|
|
|
203,123 |
|
Purchases of property, plant and equipment |
|
|
3,711 |
|
|
|
1,670 |
|
|
|
|
|
|
|
5,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2005: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
143,434 |
|
|
$ |
84,631 |
|
|
$ |
|
|
|
$ |
228,065 |
|
Segment operating income |
|
|
10,013 |
|
|
|
10,421 |
|
|
|
(289 |
) |
|
|
20,145 |
|
Segment assets |
|
|
91,382 |
|
|
|
68,132 |
|
|
|
|
|
|
|
159,514 |
|
Purchases of property, plant and equipment |
|
|
10,308 |
|
|
|
660 |
|
|
|
|
|
|
|
10,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2004: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
137,419 |
|
|
$ |
70,694 |
|
|
$ |
|
|
|
$ |
208,113 |
|
Segment operating income |
|
|
7,638 |
|
|
|
9,631 |
|
|
|
(243 |
) |
|
|
17,026 |
|
Segment assets |
|
|
95,691 |
|
|
|
73,688 |
|
|
|
|
|
|
|
169,379 |
|
Purchases of property, plant and equipment |
|
|
1,968 |
|
|
|
241 |
|
|
|
|
|
|
|
2,209 |
|
The following reconciles the Segment Operating Income to the consolidated income before income
taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 3, |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Segment operating income |
|
$ |
27,013 |
|
|
$ |
20,145 |
|
|
$ |
17,026 |
|
Unallocated interest expense |
|
|
3,819 |
|
|
|
3,022 |
|
|
|
2,622 |
|
|
|
|
|
|
|
|
|
|
|
Consolidated income before taxes |
|
$ |
23,194 |
|
|
$ |
17,123 |
|
|
$ |
14,404 |
|
|
|
|
|
|
|
|
|
|
|
NOTE 15COMMITMENTS AND CONTINGENCIES
(a) Litigation
On May 17, 2006, adversary proceedings were filed in U.S. Bankruptcy Court for the Eastern District
of North Carolina against both Delta Apparel, Inc. and M. J. Soffe Co. in which the bankruptcy
trustee, on behalf of the debtor National Gas Distributors, LLC, alleges that Delta and Soffe each
received avoidable transfers of property from the debtor. The amount of the claim is
approximately $0.7 million plus interest against Delta, and approximately $0.2 million plus
interest against Soffe. We contend that the claims of the trustee have no merit, and have filed
counterclaims, totaling approximately $0.4 million, in the adversary proceedings.
In addition, at times we are a party to various legal claims, actions and complaints. We believe
that, as a result of legal defenses, insurance arrangements, and indemnification provisions with
parties believed to be financially capable, any such actions should not have a material effect on
our operations, financial condition, or liquidity.
F- 24
(b) 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 July 1, 2006,
minimum payments under these contracts were as follows:
|
|
|
|
|
Natural gas |
|
|
614 |
|
Yarn |
|
|
24,800 |
|
Finished fabric |
|
|
298 |
|
Finished apparel products |
|
|
2,573 |
|
|
|
|
|
|
|
$ |
28,285 |
|
|
|
|
|
(c) Letters of Credit
As of July 1, 2006, we had outstanding standby letters of credit totaling $575 and outstanding
commercial letters of credit totaling $346.
NOTE 16RELATED PARTY TRANSACTIONS
On October 3, 2004, we entered into a lease agreement by and between M. J. Soffe Co. and Middle
Road Properties, LLC to lease the distribution center that was used by M. J. Soffe Co. prior to its
acquisition by us. The previous shareholders of M. J. Soffe Co. own Middle Road Properties, LLC.
The lease commenced on October 3, 2003 and expires on October 2, 2008, with an option to extend the
lease for an additional five years. The annual base rent on the building is $565 per year.
NOTE 17QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Presented below is a summary of our unaudited consolidated quarterly financial information for the
years ended July 1, 2006 and July 2, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Quarter Ended |
|
|
2005 Quarter Ended |
|
|
|
October 1 |
|
|
December 31 |
|
|
April 1 |
|
|
July 1 |
|
|
October 2 |
|
|
January 1 |
|
|
April 2* |
|
|
July 2 |
|
Net sales |
|
$ |
60,573 |
|
|
$ |
57,702 |
|
|
$ |
69,365 |
|
|
$ |
82,468 |
|
|
$ |
54,300 |
|
|
$ |
49,195 |
|
|
$ |
58,272 |
|
|
$ |
66,297 |
|
Gross profit |
|
|
18,694 |
|
|
|
18,269 |
|
|
|
19,216 |
|
|
|
23,707 |
|
|
|
11,577 |
|
|
|
10,816 |
|
|
|
14,744 |
|
|
|
16,773 |
|
Operating income |
|
|
5,994 |
|
|
|
4,501 |
|
|
|
5,263 |
|
|
|
10,598 |
|
|
|
3,131 |
|
|
|
2,722 |
|
|
|
4,352 |
|
|
|
5,823 |
|
Net income |
|
|
3,377 |
|
|
|
2,376 |
|
|
|
2,744 |
|
|
|
6,347 |
|
|
|
1,444 |
|
|
|
1,154 |
|
|
|
5,445 |
|
|
|
3,200 |
|
Basic EPS |
|
$ |
0.40 |
|
|
$ |
0.28 |
|
|
$ |
0.32 |
|
|
$ |
0.74 |
|
|
$ |
0.17 |
|
|
$ |
0.14 |
|
|
$ |
0.65 |
|
|
$ |
0.38 |
|
Diluted EPS |
|
$ |
0.39 |
|
|
$ |
0.27 |
|
|
$ |
0.31 |
|
|
$ |
0.73 |
|
|
$ |
0.17 |
|
|
$ |
0.13 |
|
|
$ |
0.64 |
|
|
$ |
0.37 |
|
|
|
|
* |
|
On January 5, 2005, we completed the sale of our yarn manufacturing plant in Edgefield, South Carolina to Parkdale America,
LLC for $10 million in cash. The sale of the Edgefield Plant resulted in a pre-tax financial gain of $3.6 million, or estimated
after-tax gain of $0.26 per diluted share and was recorded in the quarter ended April 2, 2005. |
NOTE 18STOCK SPLIT
On April 21, 2005, our Board of Directors approved a 2-for-1 stock split of our common stock. On
May 31, 2005, shareholders received one additional share of common stock for each share held of
record on May 18, 2005. All references in the financial statements with regard to the number of
shares or average number of shares of common stock and related prices, dividends and per share
amounts have been restated to reflect the 2-for-1 stock split.
NOTE 19SUBSEQUENT EVENTS
On August 17, 2006, we signed an asset purchase agreement to acquire substantially all of the net
assets of privately held Fun-Tees, Inc. (Fun-Tees). The acquisition is expected to close on or
around October 2, 2006, subject to the satisfaction of various closing conditions. The purchase
price for the transaction is $20 million in cash, subject to certain post-closing adjustments,
including an adjustment based on the actual working capital purchased. We expect to finance the
purchase through an amendment to our asset-based secured revolving credit facility. The agreement
can be terminated under various
F- 25
circumstances, including, among others, by us if we are unable to obtain satisfactory financing and
by either party if the transaction fails to close by October 31, 2006.
Fun-Tees, Inc. is in the business of designing, manufacturing, marketing, and selling private
labeled custom knit t-shirts primarily to major branded sportswear companies. We believe that the
strength of Fun-Tees is its flexibility to custom-manufacture products in a variety of garment
styles, fabrics and colors. Fun-Tees was founded in 1972 and is headquartered in Concord, North
Carolina. We expect to integrate the Fun-Tees textile operations into our Maiden, North Carolina
facility during fiscal year 2007 and to maintain the Fun-Tees off-shore cutting, sewing and
decorating facilities located in El Salvador and Campeche, Mexico.
We have also begun our offshore textile manufacturing initiative in which we plan to open Ceiba
Textiles, a state-of-the-art facility located in the Green Valley Industrial Park in San Pedro
Sula, Honduras. The facility will knit, dye, finish, cut and sew fabrics into apparel, primarily
for the Activewear segment of our business. We expect the facility will be completed during
fiscal year 2007 and production will begin during the first quarter of fiscal year 2008.
Production levels are expected to build to 500,000 pounds per week during fiscal year 2008 and
increase to one million pounds per week in fiscal year 2009. We expect the total capital
investment in Ceiba Textiles will be approximately $25 million, which includes the cost of
constructing the building, which we will be leasing from the Green Valley Industrial Park. In
addition to transferring some of our existing equipment from the United States to Honduras, we
expect to invest approximately $15 million over the next three years in new equipment for the
facility. The new capital is expected to be financed through a local Honduran bank.
F- 26
SCHEDULE
II CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
DELTA APPAREL, INC. AND SUBSIDIARIES
(In thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Purchase |
|
|
|
|
|
|
|
|
|
|
Ending |
|
|
|
Balance |
|
|
Accounting * |
|
|
Expense |
|
|
Write-Offs |
|
|
Balance |
|
2006 |
|
$ |
1,290 |
|
|
$ |
|
|
|
$ |
(123 |
) |
|
$ |
(116 |
) |
|
$ |
1,051 |
|
2005 |
|
|
529 |
|
|
|
|
|
|
|
793 |
|
|
|
(32 |
) |
|
|
1,290 |
|
2004 |
|
|
1,307 |
|
|
|
378 |
|
|
|
(153 |
) |
|
|
(1,003 |
) |
|
|
529 |
|
RETURNS AND ALLOWANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
Purchase |
|
|
|
|
|
|
|
Ending |
|
|
Balance |
|
Accounting * |
|
Expense |
|
Credits Issued |
|
Balance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
$ |
604 |
|
|
$ |
987 |
|
|
$ |
6,961 |
|
|
$ |
(7,434 |
) |
|
$ |
1,118 |
|
2005 |
|
|
637 |
|
|
|
|
|
|
|
6,419 |
|
|
|
(6,452 |
) |
|
|
604 |
|
2004 |
|
|
216 |
|
|
|
369 |
|
|
|
3,942 |
|
|
|
(3,890 |
) |
|
|
637 |
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Purchase |
|
|
|
|
|
|
Write-Offs/ |
|
|
Ending |
|
|
|
Balance |
|
|
Accounting * |
|
|
Expense |
|
|
Credits Issued |
|
|
Balance |
|
2006 |
|
$ |
1,894 |
|
|
$ |
987 |
|
|
$ |
6,838 |
|
|
$ |
(7,550 |
) |
|
$ |
2,169 |
|
2005 |
|
|
1,166 |
|
|
|
|
|
|
|
7,212 |
|
|
|
(6,484 |
) |
|
|
1,894 |
|
2004 |
|
|
1,523 |
|
|
|
747 |
|
|
|
3,789 |
|
|
|
(4,893 |
) |
|
|
1,166 |
|
MARKET AND OBSOLESCENCE RESERVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Purchase |
|
|
|
|
|
|
|
|
|
|
Ending |
|
|
|
Balance |
|
|
Accounting * |
|
|
Expense ** |
|
|
Deductions ** |
|
|
Balance |
|
2006 |
|
$ |
2,371 |
|
|
$ |
220 |
|
|
$ |
(977 |
) |
|
$ |
|
|
|
$ |
1,614 |
|
2005 |
|
|
2,820 |
|
|
|
|
|
|
|
(449 |
) |
|
|
|
|
|
|
2,371 |
|
2004 |
|
|
648 |
|
|
|
2,762 |
|
|
|
(590 |
) |
|
|
|
|
|
|
2,820 |
|
|
|
|
* |
|
Represents the allowance provided for as a result of the acquisition of M. J. Soffe Co. on
October 3, 2003 and the acquisition of Junkfood Clothing Company on August 22, 2005. |
|
** |
|
Net change in the market and obsolescence reserve is shown in the expense column. |
F- 27