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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For The Fiscal Year Ended September 29, 2018
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
(State or other jurisdiction of
incorporation or organization)
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58-2508794
(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01
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NYSE American LLC
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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•
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the volatility and uncertainty of cotton and other raw material prices;
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•
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the general U.S. and international economic conditions;
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•
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the competitive conditions in the apparel industry;
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•
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restrictions on our ability to borrow capital or service our indebtedness;
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•
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deterioration in the financial condition of our customers and suppliers and changes in the operations and strategies of our customers and suppliers;
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•
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our ability to predict or react to changing consumer preferences or trends;
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•
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our ability to successfully open and operate new retail stores in a timely and cost-effective manner;
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•
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changes in economic, political or social stability at our offshore locations;
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•
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significant interruptions or disruptions within our manufacturing or distribution facilities or other operations;
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•
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our ability to attract and retain key management;
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significant changes in our effective tax rate;
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•
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interest rate fluctuations increasing our obligations under our variable rate indebtedness;
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•
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the ability to raise additional capital;
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•
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the ability to grow, achieve synergies and realize the expected profitability of acquisitions;
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the volatility and uncertainty of energy, fuel and related costs;
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material disruptions in our information systems related to our business operations;
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compromises of our data security;
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significant litigation in either domestic or international jurisdictions;
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•
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recalls, claims and negative publicity associated with product liability issues;
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•
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the ability to protect our trademarks and other intellectual property;
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•
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the impairment of acquired intangible assets;
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•
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changes in international trade regulations;
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•
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our ability to comply with trade regulations;
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•
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changes in employment laws or regulations or our relationship with employees;
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•
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foreign currency exchange rate fluctuations;
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•
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violations of manufacturing standards or labor laws or unethical business practices by our suppliers and independent contractors;
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the illiquidity of our shares; and
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price volatility in our shares and the general volatility of the stock market.
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Location
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Utilization
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Segment
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Ceiba Textiles, Honduras*
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Knit/dye/finish/cut
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Delta Group/Salt Life Group
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Honduras Plant, San Pedro Sula, Honduras*
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Sew
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Delta Group/Salt Life Group
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Cortes Plant, San Pedro Sula, Honduras*
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Sew
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Delta Group/Salt Life Group
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Mexico Plant, Campeche, Mexico*
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Cut/sew
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Delta Group/Salt Life Group
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Textiles LaPaz, La Paz, El Salvador*
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Cut/sew/decoration
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Delta Group/Salt Life Group
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Campeche Sportswear, Campeche, Mexico*
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Decoration
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Delta Group/Salt Life Group
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Fayetteville Plant, Fayetteville, NC
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Cut/sew/decoration
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Delta Group/Salt Life Group
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Rowland Plant, Rowland, NC
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Sew
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Delta Group
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DTG2Go, Clearwater, FL*
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Decoration/distribution
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Delta Group
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DTG2Go, Sparks, NV*
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Decoration/distribution
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Delta Group
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Soffe Distribution Center, Fayetteville, NC
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Distribution
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Delta Group
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Salt Life Distribution Center, Fayetteville, NC
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Distribution
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Salt Life Group
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Distribution Center, Clinton, TN
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Distribution
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Delta Group
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Distribution Center, Santa Fe Springs, CA*
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Distribution
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Delta Group
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Distribution Center, Miami, FL*
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Decoration/distribution
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Delta Group
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Distribution Center, Cranbury, NJ*
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Distribution
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Delta Group
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Distribution Center, Dallas, TX**
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Distribution
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Delta Group
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Distribution Center, Chicago, IL**
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Distribution
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Delta Group
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DC Annex, Fayetteville, NC*
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Distribution
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Delta Group
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Distribution Center, Opelika, AL**
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Distribution
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Delta Group
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*
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Denotes leased location
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**
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Denotes third party-operated distribution facility
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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High
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Low
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Sale Price
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Sale Price
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Fiscal Year 2018:
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September Quarter
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$19.49
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$16.30
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June Quarter
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$20.30
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$16.90
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March Quarter
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$22.10
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$17.04
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December Quarter
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$22.00
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$19.60
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Fiscal Year 2017:
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September Quarter
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$22.88
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$18.00
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June Quarter
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$23.47
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$16.95
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March Quarter
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$21.84
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$15.55
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December Quarter
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$21.93
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$14.85
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ITEM 6.
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SELECTED FINANCIAL DATA
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Year Ended
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September 29, 2018
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September 30, 2017
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Net sales
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$
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395,450
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$
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385,082
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Adjustment for:
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Sales from the since-divested
Junkfood
business
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—
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(15,648
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)
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Adjusted net sales
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$
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395,450
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$
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369,434
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Net earnings attributable to shareholders
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$
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1,337
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$
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10,511
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Adjustment for tax legislation impact
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10,664
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—
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Adjustment for gain on sale of
Junkfood
business
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—
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(838
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)
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Adjusted earnings attributable to shareholders
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$
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12,001
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$
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9,673
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Weighted average number of shares assuming dilution
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7,425
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7,882
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Adjusted earnings per diluted share
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$1.62
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$1.22
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ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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ITEM 9A.
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CONTROLS AND PROCEDURES
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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ITEM 11.
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EXECUTIVE COMPENSATION
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Plan Category
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Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
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Weighted-average
exercise price of outstanding options, warrants and rights |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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532,500
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$
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16.12
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440,664
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Equity compensation plans not approved by security holders
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—
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$
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—
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—
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Total
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532,500
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$
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16.12
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440,664
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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ITEM 15.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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3.1.1
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Articles of Incorporation of the Company: Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-12B filed on December 30, 1999.
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3.1.2
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3.1.3
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3.1.4
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3.2.1
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3.2.2
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3.2.3
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3.2.4
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3.2.5
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4.1
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See Exhibits 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.2.1, 3.2.2, 3.2.3, 3.2.4, 3.2.5, and 3.2.6.
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4.2
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Specimen certificate for common stock, par value $0.01 per share, of the Company: Incorporated by reference to Exhibit 4.2 to the Company’s Form 10-12 B/A filed on May 3, 2000.
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10.1
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See Exhibits 2.1, 2.1.1, 2.2, 2.3, 2.4, 2.4.1 and 2.5.
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10.3
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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 Company’s Form 10-12B/A filed on March 31, 2000.***
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10.4
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Delta Apparel, Inc. Incentive Stock Award Plan, Effective February 15, 2000, Amended & Restated March 15, 2000: Incorporated by reference to Exhibit 10.5 to the Company’s Form 10-12B/A filed on March 31, 2000.***
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*
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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.
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**
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
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***
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This is a management contract or compensatory plan or arrangement.
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DELTA APPAREL, INC.
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(Registrant)
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November 19, 2018
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By: /s/ Deborah H. Merrill
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Date
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Deborah H. Merrill
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Chief Financial Officer and
President, Delta Group
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(principal financial and accounting officer)
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/s/ Anita D. Britt
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11/19/2018
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/s/ Robert W. Humphreys
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11/19/2018
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Anita D. Britt
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Date
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Robert W. Humphreys
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Date
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Director
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Chairman and Chief Executive Officer
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/s/ J. Bradley Campbell
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11/19/2018
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/s/ Deborah H. Merrill
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11/19/2018
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J. Bradley Campbell
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Date
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Deborah H. Merrill
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Date
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Director
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Chief Financial Officer and
President, Delta Group
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(principal financial and accounting officer)
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/s/ Sam P. Cortez
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11/19/2018
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/s/ David G. Whalen
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11/19/2018
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Sam P. Cortez
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Date
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David G. Whalen
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Date
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Director
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Director
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/s/ Elizabeth J. Gatewood
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11/19/2018
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/s/ Robert E. Staton, Sr.
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11/19/2018
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Elizabeth J. Gatewood
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Date
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Robert E. Staton, Sr.
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Date
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Director
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Director
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/s/ G. Jay Gogue
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11/19/2018
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/s/ A. Alexander Taylor, II
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11/19/2018
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G. Jay Gogue
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Date
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A. Alexander Taylor, II
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Date
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Director
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Director
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September 29, 2018
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September 30, 2017
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Assets
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|
||||
Cash and cash equivalents
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$
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460
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$
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572
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Accounts receivable, less allowances of $1,475 and $1,433, respectively
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45,605
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47,304
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|
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Other receivables
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1,274
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|
|
253
|
|
||
Income tax receivable
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38
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|
|
352
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|
||
Inventories, net
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174,983
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|
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174,551
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|
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Note receivable
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100
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|
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2,016
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|
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Prepaid expenses and other current assets
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2,962
|
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2,646
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|
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Total current assets
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225,422
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|
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227,694
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||
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||||
Property, plant and equipment, net
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52,114
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42,706
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Goodwill
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33,217
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|
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19,917
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|
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Intangible assets, net
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20,498
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|
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16,151
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Deferred income taxes
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1,374
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|
|
5,002
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Equity method investment
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8,980
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|
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4,140
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Other assets
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2,004
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|
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2,192
|
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Total assets
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$
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343,609
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$
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317,802
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|
||||
Liabilities and Equity
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|
||||
Liabilities:
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|
||||
Accounts payable
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$
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48,008
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$
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46,335
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Accrued expenses
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16,742
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|
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17,704
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Current portion of contingent consideration
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638
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|
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—
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Current portion of capital lease financing
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3,846
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|
848
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Current portion of long-term debt
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6,577
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|
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7,548
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|
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Total current liabilities
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75,811
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72,435
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||
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|
||||
Long-term income taxes payable
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4,259
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|
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—
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Long-term capital lease financing, less current maturities
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9,302
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2,519
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Long-term debt, less current maturities
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92,083
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85,306
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Deferred income taxes
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2,132
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|
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—
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|
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Other liabilities
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—
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|
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55
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|
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Long-term contingent consideration
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9,904
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|
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1,600
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|
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Total liabilities
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$
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193,491
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|
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$
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161,915
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Shareholders’ equity:
|
|
|
|
||||
Preferred stock—$0.01 par value, 2,000,000 shares authorized, none issued and outstanding
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—
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|
|
—
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|
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Common stock —$0.01 par value, 15,000,000 shares authorized, 9,646,972 shares issued, and 6,909,446 and 7,300,297 shares outstanding as of September 29, 2018, and September 30, 2017, respectively
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96
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|
|
96
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|
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Additional paid-in capital
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61,979
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61,065
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Retained earnings
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128,695
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127,358
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Accumulated other comprehensive income (loss)
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136
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(35
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)
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Treasury stock —2,737,526 and 2,346,675 shares as of September 29, 2018, and September 30, 2017, respectively
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(40,881
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)
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(32,597
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)
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Equity attributable to Delta Apparel, Inc.
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150,025
|
|
|
155,887
|
|
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Equity attributable to non–controlling interest
|
93
|
|
|
—
|
|
||
Total equity
|
150,118
|
|
|
155,887
|
|
||
Total liabilities and equity
|
$
|
343,609
|
|
|
$
|
317,802
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Net sales
|
$
|
395,450
|
|
|
$
|
385,082
|
|
Cost of goods sold
|
313,429
|
|
|
304,360
|
|
||
Gross profit
|
82,021
|
|
|
80,722
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses
|
66,969
|
|
|
67,408
|
|
||
Other, net
|
(2,351
|
)
|
|
(2,865
|
)
|
||
Operating income
|
17,403
|
|
|
16,179
|
|
||
|
|
|
|
||||
Interest expense
|
5,713
|
|
|
5,011
|
|
||
Earnings before provision for income taxes
|
11,690
|
|
|
11,168
|
|
||
Provision for income taxes
|
10,460
|
|
|
657
|
|
||
Consolidated net earnings
|
$
|
1,230
|
|
|
$
|
10,511
|
|
Less: Net loss attributable to non-controlling interest
|
(107
|
)
|
|
—
|
|
||
Net earnings attributable to shareholders
|
1,337
|
|
|
10,511
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.19
|
|
|
$
|
1.40
|
|
Diluted earnings per share
|
$
|
0.18
|
|
|
$
|
1.33
|
|
|
|
|
|
||||
Weighted average number of shares outstanding
|
7,149
|
|
|
7,531
|
|
||
Dilutive effect of stock options and awards
|
276
|
|
|
351
|
|
||
Weighted average number of shares assuming dilution
|
7,425
|
|
|
7,882
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Net earnings attributable to shareholders
|
$
|
1,337
|
|
|
$
|
10,511
|
|
Other comprehensive income related to unrealized gain on derivatives, net of income tax
|
171
|
|
|
77
|
|
||
Consolidated comprehensive income
|
$
|
1,508
|
|
|
$
|
10,588
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
Non-
|
|
|
||||||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury Stock
|
|
Controlling
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Shares
|
|
Amount
|
|
Interest
|
|
Total
|
||||||||||||||||
Balance at October 1, 2016
|
9,646,972
|
|
|
$
|
96
|
|
|
$
|
60,847
|
|
|
$
|
116,679
|
|
|
$
|
(112
|
)
|
|
2,037,245
|
|
|
$
|
(25,495
|
)
|
|
—
|
|
|
$
|
152,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
10,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,511
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||||
Stock grant
|
—
|
|
|
—
|
|
|
(1,476
|
)
|
|
—
|
|
|
—
|
|
|
(72,991
|
)
|
|
639
|
|
|
—
|
|
|
(837
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
(385
|
)
|
|
—
|
|
|
—
|
|
|
(30,916
|
)
|
|
54
|
|
|
—
|
|
|
(331
|
)
|
|||||||
Excess tax benefits from stock awards
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||||
Purchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413,337
|
|
|
(7,795
|
)
|
|
—
|
|
|
(7,795
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
2,168
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,168
|
|
|||||||
Balance at September 30, 2017
|
9,646,972
|
|
|
96
|
|
|
61,065
|
|
|
127,358
|
|
|
(35
|
)
|
|
2,346,675
|
|
|
(32,597
|
)
|
|
—
|
|
|
155,887
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,337
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|||||||
Net loss attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
|||||||
Stock grant
|
—
|
|
|
—
|
|
|
(1,661
|
)
|
|
—
|
|
|
—
|
|
|
(73,123
|
)
|
|
716
|
|
|
—
|
|
|
(945
|
)
|
|||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
463,974
|
|
|
(9,000
|
)
|
|
—
|
|
|
(9,000
|
)
|
|||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
2,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,575
|
|
|||||||
Capital contributions by non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
200
|
|
|||||||
Balance at September 29, 2018
|
9,646,972
|
|
|
$
|
96
|
|
|
$
|
61,979
|
|
|
$
|
128,695
|
|
|
$
|
136
|
|
|
2,737,526
|
|
|
$
|
(40,881
|
)
|
|
$
|
93
|
|
|
$
|
150,118
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Operating activities:
|
|
|
|
||||
Consolidated net earnings
|
$
|
1,230
|
|
|
$
|
10,511
|
|
Adjustments to consolidated net earnings attributable to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
8,736
|
|
|
8,489
|
|
||
Amortization of intangibles
|
1,253
|
|
|
1,120
|
|
||
Amortization of deferred financing fees
|
306
|
|
|
323
|
|
||
Excess tax benefits from stock awards and option exercises
|
—
|
|
|
89
|
|
||
Provision for deferred income taxes
|
5,760
|
|
|
322
|
|
||
Change in reserves for allowances on accounts receivable, net
|
42
|
|
|
(544
|
)
|
||
Non-cash stock compensation
|
2,575
|
|
|
1,872
|
|
||
Loss on disposal of equipment
|
130
|
|
|
65
|
|
||
Other, net
|
(2,398
|
)
|
|
(2,195
|
)
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
||||
Accounts receivable
|
1,424
|
|
|
16,596
|
|
||
Inventories, net
|
715
|
|
|
(13,782
|
)
|
||
Prepaid expenses and other current assets
|
(208
|
)
|
|
863
|
|
||
Other non-current assets
|
53
|
|
|
(894
|
)
|
||
Accounts payable
|
(1,904
|
)
|
|
(4,201
|
)
|
||
Accrued expenses
|
(994
|
)
|
|
(4,451
|
)
|
||
Income taxes
|
4,573
|
|
|
(355
|
)
|
||
Other liabilities
|
(55
|
)
|
|
110
|
|
||
Net cash provided by operating activities
|
21,238
|
|
|
13,938
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(5,769
|
)
|
|
(7,085
|
)
|
||
Proceeds from sale of property and equipment
|
5,779
|
|
|
1
|
|
||
Proceeds from sale of Junkfood assets
|
1,946
|
|
|
26,000
|
|
||
Investment in capital stock
|
(500
|
)
|
|
—
|
|
||
Investment by non-controlling member
|
200
|
|
|
—
|
|
||
Cash paid for business
|
(16,602
|
)
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(14,946
|
)
|
|
18,916
|
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from long-term debt
|
459,385
|
|
|
453,860
|
|
||
Repayment of long-term debt
|
(453,579
|
)
|
|
(476,801
|
)
|
||
Payment of capital financing
|
(2,325
|
)
|
|
(633
|
)
|
||
Repurchase of common stock
|
(8,940
|
)
|
|
(7,938
|
)
|
||
Payment of withholding taxes on stock awards and option exercises
|
(945
|
)
|
|
(1,167
|
)
|
||
Net cash used in financing activities
|
(6,404
|
)
|
|
(32,679
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(112
|
)
|
|
175
|
|
||
Cash and cash equivalents at beginning of period
|
572
|
|
|
397
|
|
||
Cash and cash equivalents at end of period
|
$
|
460
|
|
|
$
|
572
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
5,052
|
|
|
$
|
4,372
|
|
Cash paid during the period for income taxes, net of refunds received
|
$
|
260
|
|
|
$
|
506
|
|
Non-cash financing activity—capital lease agreement
|
$
|
6,840
|
|
|
$
|
2,347
|
|
Accrued capital expenditures
|
$
|
1,242
|
|
|
$
|
—
|
|
|
Effective Date
|
|
Notational
Amount
|
|
LIBOR Rate
|
|
Maturity Date
|
Interest Rate Swap
|
September 9, 2013
|
|
$15 million
|
|
1.6480%
|
|
September 11, 2017
|
Interest Rate Swap
|
September 19, 2013
|
|
$15 million
|
|
1.4490%
|
|
September 19, 2017
|
Interest Rate Swap
|
July 19, 2017
|
|
$10 million
|
|
1.7400%
|
|
July 19, 2019
|
Interest Rate Swap
|
July 19, 2017
|
|
$10 million
|
|
1.9900%
|
|
May 10, 2021
|
Interest Rate Swap
|
July 25, 2018
|
|
$20 million
|
|
3.1800%
|
|
July 25, 2023
|
Cash
|
$
|
11,350
|
|
Deferred consideration
|
5,000
|
|
|
Contingent consideration
|
8,700
|
|
|
Working capital adjustment
|
252
|
|
|
Total consideration
|
$
|
25,302
|
|
|
Allocation as of March 31, 2018
|
|
Measurement Period Adjustments
|
|
Allocation as of September 29, 2018
|
||||||
Accounts receivable
|
$
|
822
|
|
|
$
|
(34
|
)
|
|
$
|
788
|
|
Other assets
|
—
|
|
|
102
|
|
|
102
|
|
|||
Inventory
|
1,159
|
|
|
(13
|
)
|
|
1,146
|
|
|||
Fixed assets
|
—
|
|
|
150
|
|
|
150
|
|
|||
Assets held for sale
|
5,000
|
|
|
|
|
5,000
|
|
||||
Goodwill
|
9,800
|
|
|
3,500
|
|
|
13,300
|
|
|||
Intangible assets
|
5,200
|
|
|
400
|
|
|
5,600
|
|
|||
Accounts payable
|
(5,981
|
)
|
|
5,210
|
|
|
(771
|
)
|
|||
Other liabilities
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|||
Contingent consideration
|
(4,650
|
)
|
|
(4,050
|
)
|
|
(8,700
|
)
|
|||
Consideration paid
|
$
|
11,350
|
|
|
$
|
5,252
|
|
|
$
|
16,602
|
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Raw materials
|
$
|
9,641
|
|
|
$
|
8,973
|
|
Work in process
|
18,327
|
|
|
18,543
|
|
||
Finished goods
|
147,015
|
|
|
147,035
|
|
||
|
$
|
174,983
|
|
|
$
|
174,551
|
|
|
Estimated
Useful Life
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Land and land improvements
|
25 years
|
|
$
|
569
|
|
|
$
|
572
|
|
Buildings
|
20 years
|
|
3,096
|
|
|
2,989
|
|
||
Machinery and equipment
|
10 years
|
|
90,565
|
|
|
75,838
|
|
||
Computers and software
|
3-10 years
|
|
20,724
|
|
|
20,128
|
|
||
Furniture and fixtures
|
7 years
|
|
3,073
|
|
|
2,251
|
|
||
Leasehold improvements
|
3-10 years
|
|
5,702
|
|
|
5,275
|
|
||
Vehicles and related equipment
|
5 years
|
|
754
|
|
|
791
|
|
||
Construction in progress
|
N/A
|
|
1,649
|
|
|
3,035
|
|
||
|
|
|
126,132
|
|
|
110,879
|
|
||
Less accumulated depreciation and amortization
|
|
|
(74,018
|
)
|
|
(68,173
|
)
|
||
|
|
|
$
|
52,114
|
|
|
$
|
42,706
|
|
|
September 29, 2018
|
|
September 30, 2017
|
|
||||||||||||||||
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Cost
|
Accumulated Amortization
|
Net Value
|
Economic Life
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
33,217
|
|
$
|
—
|
|
$
|
33,217
|
|
|
$
|
19,917
|
|
$
|
—
|
|
$
|
19,917
|
|
N/A
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangibles:
|
|
|
|
|
|
|
|
|
||||||||||||
Tradename/trademarks
|
$
|
16,090
|
|
$
|
(2,736
|
)
|
$
|
13,354
|
|
|
$
|
16,090
|
|
$
|
(2,193
|
)
|
$
|
13,897
|
|
20 - 30 yrs
|
Customer relationships
|
4,500
|
|
(253
|
)
|
4,247
|
|
|
—
|
|
—
|
|
—
|
|
20 yrs
|
||||||
Technology
|
1,720
|
|
(1,105
|
)
|
615
|
|
|
1,220
|
|
(947
|
)
|
273
|
|
10 yrs
|
||||||
License Agreements
|
2,100
|
|
(527
|
)
|
1,573
|
|
|
2,100
|
|
(423
|
)
|
1,677
|
|
15 - 30 yrs
|
||||||
Non-compete agreements
|
1,637
|
|
(928
|
)
|
709
|
|
|
1,037
|
|
(733
|
)
|
304
|
|
4 – 8.5 yrs
|
||||||
Total intangibles
|
$
|
26,047
|
|
$
|
(5,549
|
)
|
$
|
20,498
|
|
|
$
|
20,447
|
|
$
|
(4,296
|
)
|
$
|
16,151
|
|
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Accrued employee compensation and benefits
|
$
|
11,138
|
|
|
$
|
12,683
|
|
Taxes accrued and withheld
|
882
|
|
|
931
|
|
||
Accrued insurance
|
162
|
|
|
126
|
|
||
Accrued advertising
|
286
|
|
|
524
|
|
||
Accrued royalties
|
16
|
|
|
113
|
|
||
Accrued commissions
|
484
|
|
|
327
|
|
||
Accrued freight
|
1,023
|
|
|
1,060
|
|
||
Other
|
2,751
|
|
|
1,940
|
|
||
|
$
|
16,742
|
|
|
$
|
17,704
|
|
|
September 29,
2018 |
|
September 30,
2017 |
||||
Revolving U.S. credit facility, interest at base rate or adjusted LIBOR rate plus an applicable margin (interest at 4.1% on September 29, 2018) due May 2021
|
$
|
85,746
|
|
|
$
|
74,608
|
|
Revolving credit facility with Banco Ficohsa, a Honduran bank, interest at 7.4% due August 2020 (denominated in U.S. dollars)
|
4,958
|
|
|
4,975
|
|
||
Term loan with Banco Ficohsa, a Honduran bank, interest at 7%, monthly installments beginning March, 2011 through March 2018 (denominated in U.S. dollars)
|
—
|
|
|
486
|
|
||
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning November 2014 through December 2020 (denominated in U.S. dollars)
|
1,400
|
|
|
2,000
|
|
||
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning June 2016 through April 2022 (denominated in U.S. dollars)
|
1,067
|
|
|
1,358
|
|
||
Term loan with Banco Ficohsa, a Honduran bank, interest at 6.0%, monthly installments beginning October 2017 through September 2021 (denominated in U.S. dollars)
|
3,018
|
|
|
4,083
|
|
||
Salt Life acquisition promissory note, imputed interest at 3.62%, quarterly payments beginning September 2016 through June 2019
|
2,471
|
|
|
5,344
|
|
||
|
98,660
|
|
|
92,854
|
|
||
Less current installments
|
(6,577
|
)
|
|
(7,548
|
)
|
||
Long-term debt, excluding current installments
|
$
|
92,083
|
|
|
$
|
85,306
|
|
Fiscal Year
|
Amount
|
|
|
2019
|
$
|
6,577
|
|
2020
|
9,064
|
|
|
2021
|
3,529
|
|
|
2022
|
79,490
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
|
$
|
98,660
|
|
|
Period ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Current:
|
|
|
|
||||
Federal
|
$
|
4,629
|
|
|
$
|
215
|
|
State
|
16
|
|
|
47
|
|
||
Foreign
|
121
|
|
|
127
|
|
||
Total current
|
$
|
4,766
|
|
|
$
|
389
|
|
Deferred:
|
|
|
|
||||
Federal
|
$
|
5,927
|
|
|
$
|
(112
|
)
|
State
|
(233
|
)
|
|
380
|
|
||
Total deferred
|
5,694
|
|
|
268
|
|
||
Provision for income taxes
|
$
|
10,460
|
|
|
$
|
657
|
|
|
Period ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
United States, net of loss attributable to non-controlling interest
|
$
|
156
|
|
|
$
|
1,767
|
|
Foreign
|
11,534
|
|
|
9,401
|
|
||
|
$
|
11,690
|
|
|
$
|
11,168
|
|
|
Period ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Income tax expense at the statutory rate of 24.25% and 34.0%
|
$
|
2,861
|
|
|
$
|
3,797
|
|
State income tax benefit, net of federal income tax effect
|
16
|
|
|
(80
|
)
|
||
Impact of Federal rate change
|
624
|
|
|
—
|
|
||
Federal transition tax
|
10,039
|
|
|
—
|
|
||
Impact of state rate changes
|
(236
|
)
|
|
115
|
|
||
Rate difference and nondeductible items in foreign jurisdictions
|
—
|
|
|
33
|
|
||
Impact of foreign earnings in tax-free zone
|
(2,676
|
)
|
|
(3,052
|
)
|
||
Valuation allowance adjustments
|
—
|
|
|
362
|
|
||
Nondeductible compensation
|
—
|
|
|
—
|
|
||
Nondeductible amortization and other permanent differences
|
(163
|
)
|
|
(496
|
)
|
||
Other
|
(5
|
)
|
|
(22
|
)
|
||
Provision for income taxes
|
$
|
10,460
|
|
|
$
|
657
|
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating loss carryforwards
|
$
|
—
|
|
|
$
|
2,902
|
|
State net operating loss carryforwards
|
1,870
|
|
|
1,573
|
|
||
Derivative — interest rate contracts
|
—
|
|
|
21
|
|
||
Alternative minimum tax credit carryforward
|
397
|
|
|
404
|
|
||
Inventories and reserves
|
3,277
|
|
|
3,681
|
|
||
Accrued compensation and benefits
|
1,881
|
|
|
3,139
|
|
||
Receivable allowances and reserves
|
371
|
|
|
543
|
|
||
Other
|
67
|
|
|
98
|
|
||
Gross deferred tax assets
|
7,863
|
|
|
12,361
|
|
||
Less valuation allowance — state net operating loss
|
(493
|
)
|
|
(493
|
)
|
||
Net deferred tax assets
|
7,370
|
|
|
11,868
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(5,459
|
)
|
|
(3,501
|
)
|
||
Goodwill and intangibles
|
(2,529
|
)
|
|
(3,319
|
)
|
||
Derivative — interest rate contracts
|
(46
|
)
|
|
—
|
|
||
Other
|
(94
|
)
|
|
(46
|
)
|
||
Gross deferred tax liabilities
|
(8,128
|
)
|
|
(6,866
|
)
|
||
Net deferred tax (liability) asset
|
(758
|
)
|
|
5,002
|
|
Fiscal Year
|
Amount
|
|
|
2019
|
$
|
13,209
|
|
2020
|
11,795
|
|
|
2021
|
8,637
|
|
|
2022
|
6,264
|
|
|
2023
|
4,929
|
|
|
Thereafter
|
12,852
|
|
|
|
$
|
57,686
|
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Balance at beginning of year
|
$
|
343
|
|
|
$
|
344
|
|
Interest expense
|
3
|
|
|
5
|
|
||
Benefits paid
|
(34
|
)
|
|
(6
|
)
|
||
Adjustment
|
1
|
|
|
—
|
|
||
Balance at end of year
|
$
|
313
|
|
|
$
|
343
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
|
Shares
|
Weighted Average Exercise Price
|
|
Shares
|
Weighted Average Exercise Price
|
||||||
Stock options outstanding, beginning of period
|
10,000
|
|
$
|
13.07
|
|
|
10,000
|
|
$
|
13.07
|
|
Stock options granted
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Stock options exercised
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Stock options forfeited
|
(10,000
|
)
|
13.07
|
|
|
—
|
|
—
|
|
||
Stock options outstanding, end of period
|
—
|
|
$
|
—
|
|
|
10,000
|
|
$
|
13.07
|
|
Stock options outstanding and exercisable, end of period
|
—
|
|
$
|
—
|
|
|
10,000
|
|
$
|
13.07
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
|
Number of Units
|
Weighted average grant date fair value
|
|
Number of Units
|
Weighted average grant date fair value
|
||||||
Units outstanding, beginning of fiscal period
|
512,856
|
|
$
|
13.09
|
|
|
585,638
|
|
$
|
11.54
|
|
Units granted
|
205,500
|
|
$
|
20.57
|
|
|
126,000
|
|
$
|
17.97
|
|
Units issued
|
(146,781
|
)
|
$
|
12.89
|
|
|
(64,846
|
)
|
$
|
11.14
|
|
Units forfeited
|
(39,075
|
)
|
$
|
11.88
|
|
|
(133,936
|
)
|
$
|
12.02
|
|
Units outstanding, end of fiscal period
|
532,500
|
|
$
|
16.12
|
|
|
512,856
|
|
$
|
13.09
|
|
Restricted Stock Units/Performance Units
|
Number of Units
|
Average Market Price on Date of Grant
|
Vesting Date*
|
||
Fiscal Year 2015 Restricted Stock Units
|
95,000
|
|
|
$10.52
|
November 2018
|
Fiscal Year 2015 Restricted Stock Units
|
110,000
|
|
|
$10.73
|
November 2018
|
Fiscal Year 2017 Performance Units
|
42,000
|
|
|
$17.97
|
November 2018
|
Fiscal Year 2017 Performance Units
|
42,000
|
|
|
$17.97
|
November 2019
|
Fiscal Year 2017 Performance Units
|
42,000
|
|
|
$17.97
|
November 2020
|
Fiscal Year 2018 Restricted Stock Units
|
53,750
|
|
|
$21.51
|
November 2019
|
Fiscal Year 2018 Performance Units
|
53,750
|
|
|
$21.51
|
November 2019
|
Fiscal Year 2018 Restricted Stock Units
|
2,000
|
|
|
$17.97
|
November 2019
|
Fiscal Year 2018 Performance Units
|
2,000
|
|
|
$17.97
|
November 2019
|
Fiscal Year 2018 Restricted Stock Units
|
90,000
|
|
|
$19.52
|
November 2020
|
|
532,500
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
|
Shares
|
Weighted Average Exercise Price
|
|
Shares
|
Weighted Average Exercise Price
|
||||||
Stock options outstanding, beginning of period
|
6,000
|
|
$
|
8.30
|
|
|
86,000
|
|
$
|
8.30
|
|
Stock options exercised
|
—
|
|
$
|
—
|
|
|
(80,000
|
)
|
$
|
8.30
|
|
Stock options forfeited
|
(6,000
|
)
|
$
|
8.30
|
|
|
—
|
|
$
|
—
|
|
Stock options outstanding, end of period
|
—
|
|
$
|
—
|
|
|
6,000
|
|
$
|
8.30
|
|
Stock options outstanding and exercisable, end of period
|
—
|
|
$
|
—
|
|
|
6,000
|
|
$
|
8.30
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Segment net sales:
|
|
|
|
||||
Delta Group
|
$
|
356,009
|
|
|
$
|
326,575
|
|
Salt Life Group
|
39,441
|
|
|
58,507
|
|
||
Total net sales
|
395,450
|
|
|
385,082
|
|
||
|
|
|
|
||||
Segment operating income:
|
|
|
|
||||
Delta Group
|
26,091
|
|
|
23,251
|
|
||
Salt Life Group
|
4,747
|
|
|
4,880
|
|
||
Total segment operating income
|
30,838
|
|
|
28,131
|
|
||
|
|
|
|
||||
Purchases of property, plant and equipment:
|
|
|
|
||||
Delta Group
|
4,341
|
|
|
5,619
|
|
||
Salt Life Group
|
917
|
|
|
1,281
|
|
||
Corporate
|
511
|
|
|
185
|
|
||
Total purchases of property, plant and equipment
|
5,769
|
|
|
7,085
|
|
||
|
|
|
|
||||
Depreciation and amortization:
|
|
|
|
||||
Delta Group
|
8,090
|
|
|
7,632
|
|
||
Salt Life Group
|
1,456
|
|
|
1,568
|
|
||
Corporate
|
442
|
|
|
409
|
|
||
Total depreciation and amortization
|
9,988
|
|
|
9,609
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
Segment operating income
|
$
|
30,838
|
|
|
$
|
28,131
|
|
Loss attributable to non-controlling interest
|
107
|
|
|
—
|
|
||
Unallocated corporate expenses
|
13,328
|
|
|
11,952
|
|
||
Unallocated interest expense
|
5,713
|
|
|
5,011
|
|
||
Consolidated income before provision for income taxes
|
$
|
11,690
|
|
|
$
|
11,168
|
|
|
Fiscal Year Ended
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
United States
|
$
|
394,252
|
|
|
$
|
383,672
|
|
Foreign
|
1,198
|
|
|
1,410
|
|
||
Total net sales
|
$
|
395,450
|
|
|
$
|
385,082
|
|
|
As of
|
||||
|
September 29, 2018
|
|
September 30, 2017
|
||
Total assets by segment:
|
|
|
|
||
Delta Group
|
283,811
|
|
|
247,910
|
|
Salt Life Group
|
55,032
|
|
|
61,108
|
|
Corporate
|
4,766
|
|
|
8,784
|
|
Total assets
|
343,609
|
|
|
317,802
|
|
|
|
|
|
||
Equity investment in joint venture:
|
|
|
|
||
Delta Group
|
8,980
|
|
|
4,140
|
|
Salt Life Group
|
—
|
|
|
—
|
|
Total equity investment in joint venture
|
8,980
|
|
|
4,140
|
|
|
As of
|
||||||
|
September 29, 2018
|
|
September 30, 2017
|
||||
|
|
|
|
||||
United States
|
$
|
30,768
|
|
|
$
|
19,587
|
|
|
|
|
|
||||
Honduras
|
16,823
|
|
|
18,151
|
|
||
El Salvador
|
3,476
|
|
|
3,853
|
|
||
Mexico
|
1,047
|
|
|
1,115
|
|
||
All foreign countries
|
21,346
|
|
|
23,119
|
|
||
|
|
|
|
||||
Total long-lived assets, excluding goodwill and intangibles
|
$
|
52,114
|
|
|
$
|
42,706
|
|
|
||||||||||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans
|
||||||
July 1 to August 4, 2018
|
|
12,925
|
|
|
$
|
18.20
|
|
|
12,925
|
|
|
|
$5.4
|
million
|
August 5 to September 1, 2018
|
|
124,232
|
|
|
$
|
18.48
|
|
|
124,332
|
|
|
|
$3.1
|
million
|
September 2 to September 29, 2018
|
|
43,459
|
|
|
$
|
18.31
|
|
|
43,459
|
|
|
|
$12.3
|
million
|
Total
|
|
180,616
|
|
|
$
|
18.42
|
|
|
180,716
|
|
|
|
$12.3
|
million
|
Yarn
|
$
|
43,273
|
|
Finished fabric
|
4,577
|
|
|
Finished products
|
25,770
|
|
|
|
$
|
73,620
|
|
|
Effective Date
|
|
Notational
Amount
|
|
LIBOR Rate
|
|
Maturity Date
|
Interest Rate Swap
|
July 19, 2017
|
|
$10 million
|
|
1.74%
|
|
July 19, 2019
|
Interest Rate Swap
|
July 19, 2017
|
|
$10 million
|
|
1.99%
|
|
May 10, 2021
|
Interest Rate Swap
|
July 25, 2018
|
|
$20 million
|
|
3.18%
|
|
July 25, 2023
|
◦
|
Level 1
– Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
◦
|
Level 2
– Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in market that are less active.
|
◦
|
Level 3
– Unobservable inputs that are supported by little or
no
market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.
|
|
Fair Value Measurements Using
|
|||||||||||||
Period Ended
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||
Interest Rate Swap
|
|
|
|
|
|
|
|
|||||||
September 29, 2018
|
$
|
183
|
|
|
—
|
|
|
$
|
183
|
|
|
—
|
|
|
September 30, 2017
|
$
|
(56
|
)
|
|
—
|
|
|
$
|
(56
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cotton Options
|
|
|
|
|
|
|
|
|||||||
September 29, 2018
|
$
|
(110
|
)
|
|
(110
|
)
|
|
—
|
|
|
$
|
—
|
|
|
September 30, 2017
|
$
|
(125
|
)
|
|
(125
|
)
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent Consideration
|
|
|
|
|
|
|
|
|||||||
September 29, 2018
|
$
|
(10,542
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(10,542
|
)
|
|
September 30, 2017
|
$
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(1,600
|
)
|
|
September 29, 2018
|
|
September 30, 2017
|
||||
Other assets
|
$
|
182
|
|
|
$
|
—
|
|
Deferred tax liabilities
|
(46
|
)
|
|
21
|
|
||
Other liabilities
|
—
|
|
|
(56
|
)
|
||
Accumulated other comprehensive loss
|
$
|
136
|
|
|
$
|
(35
|
)
|
2.
|
Compensation
.
|
5.
|
Certain Termination Benefits
. In the event that:
|
(iv)
|
any claims prohibited by applicable law from being included in the release.
|
6.
|
Effect of Change of Control
.
|
(iv)
|
a significant increase in Executive's required travel on behalf of the Company;
|
13.
|
Miscellaneous
.
|
(1)
|
M. J. Soffe, LLC, a North Carolina limited liability company.
|
(2)
|
Culver City Clothing Company, a Georgia corporation.
|
(3)
|
Salt Life, LLC, a Georgia limited liability company.
|
(4)
|
Salt Life Beverage Management, LLC, a Delaware limited liability company.
|
(5)
|
Salt Life Beverage, LLC, a Delaware limited liability company
|
(6)
|
DTG2Go, LLC, a Georgia limited liability company.
|
(7)
|
Delta Apparel Honduras, S.A., a Honduran sociedad anónima.
|
(6)
|
Delta Campeche, S.A. de C.V., a Mexican sociedad anónima de capital variable.
|
(7)
|
Delta Cortes, S.A., a Honduran sociedad anónima.
|
(8)
|
Campeche Sportswear, S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable.
|
(9)
|
Textiles La Paz, LLC, a North Carolina limited liability company.
|
1.
|
I have reviewed this Annual Report on Form 10-K of Delta Apparel, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 19, 2018
|
/s/ Robert W. Humphreys
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Delta Apparel, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
November 19, 2018
|
/s/ Deborah H. Merrill
|
|
|
Chief Financial Officer and President, Delta Group
|
1.
|
The Annual Report on Form 10-K for the fiscal year ended
September 29, 2018
, of the Company, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 19, 2018
|
|
|
|
|
|
|
/s/ Robert W. Humphreys
|
|
|
Robert W. Humphreys
|
|
|
Chairman and Chief Executive Officer
|
1.
|
The Annual Report on Form 10-K for the fiscal year ended
September 29, 2018
, of the Company, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 19, 2018
|
|
|
|
|
|
|
/s/ Deborah H. Merrill
|
|
|
Deborah H. Merrill
|
|
|
Chief Financial Officer and President, Delta Group
|