Item 4.01 Change in Registrant’s Certifying Accountant.
(a) The Audit Committee of the Board of Directors (the “Audit Committee”) of Delta Apparel, Inc. (the “Company”) has completed a competitive selection process for an audit firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2014, and the transition period resulting from the recent change in the Company's fiscal year-end. As a result of this process and following careful deliberation, on February 10, 2014, the Audit Committee approved the engagement of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2014, and aforementioned transition period and dismissed Ernst & Young LLP (“Ernst &Young”) from that role. The engagement of KPMG is effective as of February 13, 2014.
The reports of Ernst & Young on the Company’s consolidated financial statements for the fiscal years ended June 29, 2013, and June 30, 2012, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended June 29, 2013, and June 30, 2012, and the subsequent interim period through February 10, 2014, there were no (i) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst & Young to make reference to the subject matter thereof in its reports for such fiscal years and interim period, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Ernst & Young with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Ernst & Young furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with such disclosures. A copy of Ernst & Young’s letter, dated February 13, 2014, is filed herewith as Exhibit 16.1.
(b) During the fiscal years ended June 29, 2013, and June 30, 2012, and the subsequent interim period through February 13, 2014, neither the Company nor anyone on its behalf consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:
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Exhibit Number
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Description
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16.1
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Letter from Ernst & Young LLP, dated February 13, 2014.
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