SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For The Fiscal Year Ended July 2, 20051, 2006
OR
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromto
Commission File No. 1-15583
DELTA APPAREL, INC.
(Exact name of registrant as specified in its charter)
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Georgia
| | 58-2508794 |
(State or other jurisdiction of
incorporation or organization) | | 58-2508794
(I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
2750 Premiere Parkway, Suite 100
Duluth, Georgia 30097
(Address of principal executive offices) (zip code)
Registrant’s 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 | | Name of Each Exchange |
Title of Each Class
| | on Which Registered |
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Common Stock, par value $0.01 | | 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. Yeso Noþ.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ.
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. Yesþ Noo
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 registrant’s 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.oþ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as definedor a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in rule 12b-2 of the Exchange Act Rule 12-2)act. (Check One). Yes
Large Accelerated Filero NoAccelerated Filerþ. Non-accelerated Filero
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act)12b-2). Yeso Noþ.
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 31, 2004,30, 2005, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $66.8$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 registrant’s common stock, par value $0.01, outstanding as of August 5, 2005: 8,522,05218, 2006: 8,540,751
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required in Part III of this Form 10-K shall be incorporated from the registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A for its 20052006 Annual Meeting of Shareholders currently scheduled to be held on November 10, 2005.9, 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 ourits domestic wholly-owned subsidiary,subsidiaries, including M. J. Soffe, Co., a North Carolina corporation (“M. J. Soffe”, or “Soffe”) and, ourafter August 22, 2005, Junkfood Clothing Company, a Georgia corporation (“Junkfood”), and other international subsidiaries, as appropriate to the context,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 after July 13, 2005, our wholly-owned subsidiary, Junkfood Clothing Company.Exchange Commission may be found under the Investor Relations section of this website.
OVERVIEW
We are a marketer, designer, manufacturer and distributor of high quality branded and private label apparel.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 sellfocus 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 design and manufacture the majority of our products ourselves, allowing us to provide our customers consistent, high quality products.
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. OurThe 2006 and 2005 fiscal year was ayears were 52-week yearyears and ended on July 1, 2006 and July 2, 2005. Our2005, respectively. The 2004 fiscal year was a 53-week year endingand ended on July 3, 2004 and our 2003 fiscal year was a 52-week year, ending on June 28, 2003.2004.
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, (“Junkfood”), 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 iswas 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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Junkfood Clothing Company will remain headquartered in Los Angeles, California. We plan to operate Junkfood Clothing as a separate business within our retail-ready segment. Although there may be synergies created from the acquisition of Junkfood Clothing, we are not initially expecting to create costs savings through the integration of this acquisition.
Also on August 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparel’s $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 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 Delta Apparel, Junkfood, and M. J. Soffe Co. 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 Delta Apparel’s credit facility and M. J. Soffe Co.’s credit facility.
In addition, on August 23, 2005, in connection with the Acquisition and entry into the Amended Loan Agreement, 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 Delta Apparel’s 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.
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, or after-tax gain of $0.26 per diluted share (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005). This gain was recorded in the fiscal quarter ended April 2, 2005.
BUSINESS SEGMENTS
We operate our business in two distinct segments: activewear apparelActivewear Apparel and retail-ready apparel.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 apparelActivewear Apparel segment (formerly the Delta segment) comprises our business units primarily focused on undecorated 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 apparelRetail-Ready Apparel segment (formerly the Soffe 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
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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. Junkfood Clothing Company will be included inlabel, and as of October 3, 2005, includes the retail-ready apparel segment“Intensity Athletics®” label, and, as of August 22, 2005. Junkfood Clothing designs and markets vintage apparel products under2005, the “Junkfood®” and “Sweet and Sour®” labels.
See Note 1214 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 apparelActivewear 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-WeightPro Weight line represents a diverse selection of 5.5 oz 100% cotton silhouettes. Short sleeve and long sleeve and Baseball Practice 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-Dyedpigment-dyed tees, and a wide variationvariety of colors in Ringerringer tees. The Magnum Weight line is designed to give our customer a variety of silhouettes in a heavier 6.1 oz, 100% cotton fabric. ProgramsProducts in this category provide a consistent quality ofinclude short sleeve and long sleeve productssilhouettes in a wide range of colors, available from athe size 2-Toddler to adult sizes up to 5X. The Quail Hollow™ line includes adult golfpolo shirts, ladies and junior tees, Cheercheer 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. Adult golfPolo shirts are offered in solid color 7oz. ringspun pique for men, ladies and youth, and a heavy weight 100% cotton jersey styles with fashion trims, or in solid color 7oz. Ringspun pique. In addition, our Quail Hollow™ line offers ladies and youth 7oz. Ringspun pique placket shirts.style for adults.
Our retail-ready apparelRetail-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, boy’s, girl’s,boys’, girls’, men’s, women’s and big & tall. TheWe 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 apparelRetail-Ready Apparel segment includes vintage licensed apparel.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 apparelRetail-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 storesstore and college bookstore customer bases. During fiscal year 2005,2006, we served over 13,000approximately 15,000 customers. No single customer accounted for more than 10% of our sales in fiscal yearyears 2006, 2005 2004 or 2003.2004. 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 opportunities will expand and could become a larger portion of our revenue in the future.future years.
The majority of our knit apparel products are produced based on forecasts to permit quick shipment and to level production schedules. SpecialSpecialty 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 apparelActivewear 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.
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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 2004 and 20032004 fiscal year ends, our long-lived assets in Honduras and Mexico collectively comprised 6.2%5.2%, 7.9%6.2% and 8.5%7.9%, respectively, of our total net property, plant and equipment. In addition, beginning induring the past three fiscal year 2004,years, garments were sewn through our joint venture in Costa Rica. Our joint venture in Costa Rica iswas comprised of a 50% equity ownership interest in SOHA, S.A. held by Soffe’s subsidiary SAIM, LLC that iswas carried on our balance sheet under the equity method of accounting. SOHA’s management iswas independent from us, and the other 50% of SOHA S.A. iswas owned by a group of individual Costa Rican shareholders. SOHA’s assets dodid 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 2005,2006, approximately 73%74% of our manufactured products were sewn in company-operated locations and 4%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 inand full-package formproducts through independent sources. In fiscal year 2005,2006, we sourced approximately 2%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 subsidiary, M. J. Soffe Co.,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 Parkdale’s 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 industryActivewear 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 with respect to the retail-ready apparel segment is to sustainfor Soffe includes sustaining the strong reputation of the Soffe and adaptadapting 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 men’s, boy’s and children’s lines, and increase our customer base. In addition, with respect to both the activewearActivewear and retail-ready apparelRetail-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 brand,and Junkfood brands, the relatively 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, is our hallmark brand and has stood for quality and value in the activewearActivewear 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® trademark,and Junkfood® trademarks, we also rely on the strength of our Junkfood®, Sweet and Sour®, DELTA®, QUAIL HOLLOW™, and QUAIL HOLLOW™Intensity Athletics® brands.
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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 numerousover 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 2, 20051, 2006 we employed approximately 4,1004,000 full time employees, of whom approximately 1,5001,600 were employed in the United States. Our employees are not represented by unions,We have never had a strike or work stoppage and we 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 iswww.deltaapparel.com. Through the website, we make available, free of charge, our annual report on Form 10K,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., 2750 Premiere Parkway,300 North Main Street, Suite 100, Duluth, Georgia 30097.201, 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.
On May 27, 2002,permits and we received a renewal of our National Pollution Discharge Elimination System (“NPDES”) permit from the North Carolina Department of Environment and Natural Resources, Division of Water Quality (“DWQ”) for our Maiden, North Carolina textile plant. Among other things, the new permit required us to reduce our effluent (waste discharge) color to specified color concentration limits. We believed that the DWQ exceeded its authority and acted arbitrarily in imposing the specific color concentration limitations within the new permit and, on July 23, 2002 contested the permit by filing a petition with the North Carolina Office of Administrative Hearings. We have reached a settlement with the DWQ and have negotiated a permit modification. The permit modification became effective on February 1, 2005.
The modified permit, as agreed by DWQ and us, provides that we will research and test alternative color removal technologies and thereafter must select and implement a technology by October 2005 if we continue to require our NPDES discharge permit. In addition, we must continue to monitor our color removal and will be subject to a gradual lowering of our effluent color standard. We are currently in compliance with the effluent color standard that the permit requires asrequirements of October 2005. Our NPDES permit will be subject to renewal in the spring of 2006.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.
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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 industry’s transfer of manufacturing out of the United States, excess supply capacity, and decliningchanging 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 apparelActivewear 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 apparelActivewear 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. 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.
FASHION TRENDS.The retail-ready apparelRetail-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 apparelRetail-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 AVAILABILTY.AVAILABILITY.Yarn is the primary raw material used in our manufacturing processes. InAs 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 Soffeour 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 Parkdale’s 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.
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CREDIT RISK.We are exposed to the risk of financial non-performance by our customers.customers on a significant amount of our sales. Our extension of credit involves considerable judgment and is based on an evaluation of each customer’s 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. SignificantTransportation 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 covenants that restrict, among other things, the ability of us and our subsidiaries to incur indebtedness, create liens, consolidate, merge, sell assets or make investments. The credit agreement also 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
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the credit agreement’s 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.
ACCOUNTING FOR STOCK OPTIONS.The Financial Accounting Standards Board recently adopted the previously proposed regulations that will eliminate the ability to account for share-based compensation transactions using the intrinsic method that we currently use and generally will require that such transactions be accounted for using a fair-value-based method and recognized as an expense in our Consolidated Statement of Income. We will be required to expense stock options effective in our fiscal year 2006. Currently, we generally only disclose such expenses on a pro forma basis in the Notes to our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America. The adoption of this new accounting regulation could have a significant impact on our results of operations and our stock price could decline accordingly.
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 5, 2005,18, 2006, we had outstanding 8,522,0528,540,751 shares of common stock .stock. We believe that approximately 64.4%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 36.6%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 5, 2005,18, 2006, two members of our board of directors and related individuals had or shareshared the voting power with respect to approximately 27.9%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), own 33.1%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 MEXICO AND COSTA RICA.MEXICO.We have two company-operated sewing facilities in Honduras and one company-operated sewing facility in Mexico andMexico. In conjunction with the acquisition of FunTees in fiscal year 2007, we will be adding a joint venturefacility in Costa Rica.El Salvador. If the Honduran, Mexican or Costa Rican 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
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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 considerable 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
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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 competitioncompetition.
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 HOLLOW
TM, Junkfood® and Sweet and Sour® brands. We have incurred legal costs in the past to establish and protect these trademarks,
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but this cost hasthese 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 apparelRetail-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, eightsix distribution centers, seven manufacturing facilities two administrative offices and two warehouses andwarehouses. We also have one other facility that combines manufacturing, distribution and administrative offices. In addition, we utilizeoffices and one additional distribution centerfacility that is owned and operated by a sales representative.combines administrative offices with distribution.
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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/cutfinish | | Activewear |
| Fayetteville Plant 1, Fayetteville, NC | | Cut/sew/decoration/distribution/administrationdistribution /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, Buena Park,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, Kansas City, MO | | Distribution | | Retail-Ready |
Distribution Center, El Monte, CA | | Distribution | | Retail-Ready |
Distribution Center, Lansing, MI | | Distribution | | Retail-Ready |
New York Office, New York, NY | | Sales | | Activewear |
| 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 |
SoffeOur Retail-Ready segment also hashad a 50% interest in SOHA, S.A. that performsperformed sewing in Grecia, Costa Rica forRica. Our ownership in the retail-ready segment.
In January 2005, wejoint venture was sold our yarn manufacturing plant in Edgefield, South Carolina to Parkdale America, LLC. In conjunction with the sale transaction, we entered into a five-year agreement with Parkdale to supply our yarn requirements.June 2006.
In fiscal year 2005, we added an additional distribution center in Cranbury, New Jersey to serve our customers and also purchased a new building in Clinton, Tennessee to replace the old multi-story building in Knoxville, Tennessee that we were using.
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During fiscal year 20052006 our manufacturing facilities operated at less than full capacity. We expect our existing manufacturing facilities to have adequate manufacturing capacity in fiscal year 2006. While we do not plan to add any additional distribution facilities in2007. During fiscal year 2006, we will be moving themoved 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. Substantially all of the assets of the M. J. Soffe Co. are subject to liens in favor of the former Soffe shareholders that are second in priority to the liens in favor of our credit agreement lender.
ITEM 3. LEGAL PROCEEDINGS
On May 27, 2002, we17, 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 a renewalavoidable “transfers” of our National Pollution Discharge Elimination System (“NPDES”) permitproperty from the North Carolina Departmentdebtor. The amount of Environmentthe claim is approximately $0.7 million plus interest against Delta, and Natural Resources, Division of Water Quality (“DWQ”) for our Maiden, North Carolina textile plant. Among other things, the new permit required us to reduce our effluent (waste discharge) color to specified color concentration limits.approximately $0.2 million plus interest against Soffe. We believedcontend that the DWQ exceeded its authority and acted arbitrarily in imposingclaims of the specific color concentration limitations within the new permit and, on July 23, 2002 contested the permit by filing a petition with the North Carolina Office of Administrative Hearings. Wetrustee have reached a settlement with the DWQno merit, and have negotiated a permit modification. The permit modification became effective on February 1, 2005.
The modified permit, as agreed by DWQ and us, provides that we will research and test alternative color removal technologies and thereafter must select and implement a technology by October 2005 if we continue to require our NPDES discharge permit. In addition, we must continue to monitor our color removal and will be subject to a gradual lowering of our effluent color standard. We are currently in compliance with the effluent color standard that the permit requires as of October 2005. Our NPDES permit will be subject to renewalfiled counterclaims, totaling approximately $0.4 million, in the spring of 2006.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 20052006 fiscal year.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S 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 July 28, 2005,August 18, 2006, there were approximately 1,2771,205 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 2005 | | Fiscal Year 2004 | | | Fiscal Year 2006 | | Fiscal Year 2005 | |
| | | High * | | Low * | | High * | | Low * | | | High | | Low | | High | | Low | |
| First Quarter | | $ | 12.95 | | $ | 10.60 | | $ | 8.33 | | $ | 7.45 | | | $ | 16.11 | | $ | 12.49 | | $ | 12.95 | | $ | 10.60 | |
| Second Quarter | | 12.13 | | 10.52 | | 8.90 | | 7.50 | | | 15.99 | | 14.23 | | 12.13 | | 10.52 | |
| Third Quarter | | 15.65 | | 11.83 | | 10.12 | | 8.80 | | | 20.25 | | 15.41 | | 15.65 | | 11.83 | |
| Fourth Quarter | | 15.89 | | 11.93 | | 12.40 | | 9.88 | | | 19.10 | | 15.77 | | 15.89 | | 11.93 | |
|
*Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
Dividends:On April 18, 2002, our Board of Directors adopted a quarterly dividend program. We paid $1.2$1.5 million and $1.0$1.2 million in dividends during fiscal years 2006 and 2005, and 2004, respectively.
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Dividends declared per common share are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | First | | Third | | | | | First | | Second | | Third | | Fourth | |
| | | Quarter | | Second Quarter | | Quarter | | Fourth Quarter | | | 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 | | | $ | 0.035 | | $ | 0.035 | | $ | 0.035 | | $ | 0.040 | |
| Fiscal Year 2004 | | $ | 0.030 | * | | $ | 0.030 | * | | $ | 0.030 | * | | $ | 0.035 | * | |
|
*Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
TheAlthough the Board may terminate or amend the dividend program at any time. Wetime, 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 Stockcommon 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 2, 2005,1, 2006, the total remaining amount permitted for payment of cash dividends under our credit agreement was $8.5$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:DuringOn 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 fourth quartertotal 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 2005,2006, we purchased 19,41072,477 shares of our common stock (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005) pursuant to our Stock Repurchase Program for an aggregate of $0.3$1.3 million. Since the inception of the program in November 2000, we’ve purchased 755,524828,001 shares of our stock (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005) under the program for a total cost of $4.5$5.7 million. We have authorization from our Board of Directors to spend up to $6.0 million for share repurchases under the Stock Repurchase Program. All purchases were made at the discretion of our management.
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In the fourth quarter, we made the following purchases of our common stock:
| | | | | | | | | | | | | | | | | |
| | | Total | | | | | | Total Number of | | Dollar Value of |
| | | Number | | Average | | Shares Purchased | | Shares that May |
| | | of Shares | | Price Paid | | as Part of Publicly | | Yet Be Purchased |
| Period | | Purchased | | per Share | | Announced Plans | | Under the Plans |
April Period
(April 3, 2005 to May 7, 2005) | | | 5,070 | | | $ | 12.61 | | | | 5,070 | | | $1.7 million |
May Period
(May 8, 2005 to June 4, 2005) | | | 14,340 | | | $ | 13.74 | | | | 14,340 | | | $1.5 million |
June Period
(June 5, 2005 to July 2, 2005) | | | 0 | | | | N/A | | | | N/A | | | $1.5 million |
| | | | | | | | | | | | | | | |
| | | 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 October 3, 2003,August 22, 2005, we completed our acquisition of the M. J. Soffe Co.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 the M. J. Soffe Co.Junkfood Clothing Company and Intensity Athletics, Inc. since the acquisition date. In the fiscal year ended July 2, 2005, we sold our
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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.dates. The consolidated statementstatements of income data for the years ended June 30, 200129, 2002 and June 29, 2002,28, 2003, and the consolidated balance sheet data as of June 30, 2001, June 29, 2002, and 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 June 28, 2003, July 3, 2004, and July 2, 2005 and July 1, 2006, and the consolidated balance sheet data as of July 3, 20042, 2005 and July 2, 20051, 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 2002 and 20012002 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fiscal Year Ended | | | Fiscal Year Ended | |
| | | July 2, | | July 3, | | June 28, | | June 29, | | June 30, | | | July 1, | | July 2, | | July 3, | | June 28, | | June 29, | |
| | | 2005 | | 2004 | | 2003 | | 2002 | | 2001 | | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
| | | (In thousands, except share amounts) | | | (In thousands, except share amounts) | |
Statement of Income Data: | | |
| Net sales | | $ | 228,065 | | $ | 208,113 | | $ | 129,521 | | $ | 131,601 | | $ | 120,400 | | | $ | 270,108 | | $ | 228,065 | | $ | 208,113 | | $ | 129,521 | | $ | 131,601 | |
| Cost of goods sold | | | (174,156 | ) | | | (159,852 | ) | | | (105,552 | ) | | | (110,273 | ) | | | (97,101 | ) | | | (190,222 | ) | | | (174,156 | ) | | | (159,852 | ) | | | (105,552 | ) | | | (110,273 | ) |
| Selling, general and administrative expenses | | | (37,881 | ) | | | (31,043 | ) | | | (13,220 | ) | | | (11,807 | ) | | | (11,024 | ) | | | (53,530 | ) | | | (37,881 | ) | | | (31,043 | ) | | | (13,220 | ) | | | (11,807 | ) |
| Other income (loss) | | 4,117 | | | (192 | ) | | | (194 | ) | | 816 | | 28 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Operating income | | 20,145 | | 17,026 | | 10,555 | | 10,337 | | 12,303 | | | 26,356 | | 16,028 | | 17,218 | | 10,749 | | 9,521 | |
| Other income (loss) | | | 657 | | 4,117 | | | (192 | ) | | | (194 | ) | | 816 | |
| Interest expense, net | | | (3,022 | ) | | | (2,622 | ) | | | (732 | ) | | | (677 | ) | | | (1,339 | ) | | | (3,819 | ) | | | (3,022 | ) | | | (2,622 | ) | | | (732 | ) | | | (677 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Income before taxes | | 17,123 | | 14,404 | | 9,823 | | 9,660 | | 10,964 | | | 23,194 | | 17,123 | | 14,404 | | 9,823 | | 9,660 | |
| Income tax expense | | 5,880 | | 4,674 | | 3,760 | | 3,188 | | 987 | | |
| Provision for income taxes | | | 8,350 | | 5,880 | | 4,674 | | 3,760 | | 3,188 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | $ | 11,243 | | $ | 9,730 | | $ | 6,063 | | $ | 6,472 | | $ | 9,977 | | | $ | 14,844 | | $ | 11,243 | | $ | 9,730 | | $ | 6,063 | | $ | 6,472 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net Income Per Common Share *: | | |
| Net Income Per Common Share: | | |
| Basic | | $ | 1.35 | | $ | 1.19 | | $ | 0.75 | | $ | 0.74 | | $ | 1.04 | | | $ | 1.73 | | $ | 1.35 | | $ | 1.19 | | $ | 0.75 | | $ | 0.74 | |
| Diluted | | $ | 1.33 | | $ | 1.16 | | $ | 0.73 | | $ | 0.71 | | $ | 1.01 | | | $ | 1.71 | | $ | 1.33 | | $ | 1.16 | | $ | 0.73 | | $ | 0.71 | |
| Dividends Declared per Common Share* | | $ | 0.145 | | $ | 0.125 | | $ | 0.105 | | $ | 0.025 | | — | | |
| Dividends Declared per Common Share | | | $ | 0.170 | | $ | 0.145 | | $ | 0.125 | | $ | 0.105 | | $ | 0.025 | |
Balance Sheet Data (at year end): | | |
| Working capital | | $ | 86,910 | | $ | 94,408 | | $ | 54,283 | | $ | 43,773 | | $ | 46,372 | | | $ | 103,210 | | $ | 86,910 | | $ | 94,408 | | $ | 54,283 | | $ | 43,773 | |
| Total assets | | 159,514 | | 169,379 | | 94,447 | | 88,346 | | 91,323 | | | 203,123 | | 159,514 | | 169,379 | | 94,447 | | 88,346 | |
| Total long-term debt | | 17,236 | | 29,246 | | 7,865 | | 3,667 | | 5,667 | | | 50,650 | | 17,236 | | 29,246 | | 7,865 | | 3,667 | |
| Shareholders’ equity | | 86,464 | | 75,492 | | 65,969 | | 61,278 | | 63,483 | | | 100,988 | | 86,464 | | 75,492 | | 65,969 | | 61,278 | |
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| | |
* | | Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS OUTLOOK
We took a number of steps during the 2005believe 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 men’s, boy’s and children’s apparel, which we believe will help drivecontinue 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 earnings growthfurther improvement in operating margins in fiscal year 2006.2007.
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 20052007, we spent considerable time and money to improveare also beginning our distribution capabilities by adding a new facilityoff-shore textile initiative in Cranbury, New Jersey, moving our facility from Knoxville, Tennessee to a more modern facility in Clinton, Tennessee and upgrading our other existing facilities. WeHonduras. With the recent passage of CAFTA, we believe that these efforts will allowit is important for us to reach more customerstake advantage of the opportunity to lower our fabric cost on basic products. The building and improve our service. While we do not plan to add any additional facilities during the upcoming year, weutility infrastructure will be movingleased from the Delta and Soffe individual facilities located in California into one larger consolidated facility. With this move we expect to achieve some economies of scale plus have more room for the activewear apparel products on the West Coast.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 complete the moveultimately produce approximately one million pounds of fabric per week and is expected to the new facility inreduce our second fiscal quarter of 2006. We will also continue to invest in planning and marketing systems in the upcoming year to improve our inventory management and better serve our customers.cost by approximately $7 million annually once at full production levels.
We believe we have greatly improved the product development and merchandising process at Soffe, and expect these improvementsare pleased to result in higher sales in the upcoming year. We hired a new manager for our bookstore segment, and are optimistic that we will be able to grow this divisionreinvest in fiscal year 2006. We are adding a second Soffe outlet store which will be located in Selma, North Carolina. We are expecting to open this store in the second half of the upcoming year. This will allow us to better manage our inventory by selling overruns and out of season merchandise.
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At Soffe, we implemented significant changes to our supply chain which should lower our cost of sales in fiscal year 2006. In April 2005, we closed a domestic sewing facility located in Bladenboro, North Carolina, moving this sewing to outside contractors located in the Caribbean basin. This decision should help us remain competitive in today’s marketplace. In addition, we have implemented other cost savings programs that, alongActivewear segment with the move of sewing to offshore, we anticipate will reduce our cost of sales by approximately $6 million on an annual basis. We should start seeing this improvement in our income statement in the second half of fiscal year 2006.
In our activewear apparel segment, we expect to have lower raw material cost in the first half of the upcoming year than we did in the first half of fiscal year 2005. In addition, we have made significant reductions in our cost of off quality and have improved our material utilization. These improvements should also reduce our costs in the first half of the new fiscal year.
In August 2005 we acquired the assets of Liquid Blaino Designs, Inc. d/b/a Junkfood Clothing. The Junkfood business was founded seven years ago by Blaine Halvorson and Natalie Grof. Both of them will stay in their current roles with the company and will continue to direct all aspects of the business from its headquarters in Los Angeles, CA. Junkfood sells fashion-forward vintage licensed and branded tees and other apparel products. Over the past seven years, Junkfood has experienced impressive growth with its innovative designs and great sense of style. It has strong retail relationships, licensing partners and a loyal customer following, all of which we expect will strengthen over the next several years. The acquisition of Fun-Tees and the Junkfood business is consistent with our strategyopening of marketing basic apparel across a wide range of distribution channels.
ForCeiba Textiles, and look forward to realizing the twelve months ended June 30, 2005, Junkfood Clothing had sales of approximately $27 million. We expect the Junkfood acquisition will add approximately $33 to $38 million inadditional sales and $0.30 to $0.35 in earnings per share for the fiscal year ending July 1, 2006.profits that these two initiatives should generate.
EARNINGS GUIDANCE
We will continue to make strategic investmentsissue earnings guidance of our sales and earnings expectations in fiscal year 2007. We have decided to change our textile and sewing plantsearnings guidance to lower cost and increase our output. Through our Honduran subsidiary, we are investing with experienced partners indiluted earnings per share from the Green Valley Industrial Park, which will construct and operate an industrial park in San Pedro Sula, Honduras. This joint venture affords us opportunities inprior practice of issuing guidance based on basic earnings per share. Our earnings guidance includes the Caribbean Basin, should we decide to further grow our operations in Honduras.anticipated acquisition of Fun-Tees on or around October 2, 2006. In total,addition, we expect to spend approximately $8 million on capital expendituresrecord 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 upcoming year, including approximately $2 million on our investment in Green Valley.
Because of our increased number of brands and our larger size and scope, we have decided to commence providing sales and earnings guidance. Each quarter we plan to provide an outlook for sales and earningsguidance for the fullfirst fiscal quarter and fiscal year and for the upcoming fiscal quarter.guidance.
For the first fiscal quarter ending on October 1, 2005, we expect sales to be in the range of $59 to $62 million and basic earnings per share to be in the range of $0.36 to $0.39. For the 2006 fiscal year ending July 1,September 30, 2006, we expect sales to be in the range of $265$64 to $275$68 million and basicdiluted earnings per share to be in the range of $1.67$0.41 to $1.76.$0.45. This compares to our actualfiscal 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.
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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 $1.35, or $1.01 per share if you adjust for the sale of our Edgefield, PlantSouth Carolina yarn spinning facility and for the reversal of the Hondurastax liability associated with our decision to permanently reinvest our foreign earnings tax liability.in Honduras.
| | | | | | | | | |
| Actual FY05 Basic Earnings per Share | | $ | 1.35 | | |
| Actual FY05 Basic Earnings Per Share | | | $ | 1.35 | |
| Sale of Edgefield Plant | | | (0.26 | ) | | | (0.26 | ) |
| Reversal of Foreign Earnings Tax Liability | | | (0.08 | ) | | | (0.08 | ) |
| | | | | |
| Adjusted FY05 Basic Earnings per Share | | $ | 1.01 | | | $ | 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 in Edgefield, South Carolina 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.
RESULTS OF OPERATIONS
Overview
OurWe ended fiscal year 2005 included 52-weeks2006 with $47.5 million in receivables, an increase of operations$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 53-weeks49 days at the end of operations in our 2004 fiscal year. Despite one less week of operations, total sales for fiscal 2005year 2005. Our inventories on July 1, 2006 were $228.1$103.7 million, an all-time record for our Company, and up 9.6%
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from $208.1increase of $4.6 million infrom the prior year. M. J. Soffe Co. was included inyear, primarily due to the Junkfood acquisition. Although we ended the year with inventory levels slightly above our resultsprojections, we believe our year-end inventory levels are appropriate to support our sales growth expectations for the nine months we owned the business in fiscal year 2004.
Sales in the activewear apparel segment were $143.4 million, an all-time record for this segment. We continued to add new customers, shipping to approximately 3,400 accounts during the year, a 10% increase over the prior year. Catalog direct shipments were 79% of sales, private label shipments were 20% of sales,2007 first quarter and distributor shipments were 1% of sales. We do not anticipate having distributor sales in the future.
Sales in the retail-ready apparel segment were $84.6 duringfull fiscal year 2005, up from $70.7 million for the nine months we owned the business in fiscal year 2004. We believe we lost approximately $2.2 million in sales due to a shorter fiscal calendar versus the prior year.
For the full year, gross margins increased 40 basis points to 23.6% compared to 23.2% in the prior year. DuringWe reduced our debt levels by $13.6 million during the fourth quarter, of fiscalending the year 2005, we increased the output in our manufacturing facilities to meet customer demand for our products. We expect to continue increasing our manufacturing output in the first half of fiscal 2006. Our product cost is decreasing in our retail-ready apparel segment as we improved the cost in our textile operations and moved sewing off-shore. These cost improvements are expected to result in lower cost of sales in the second half of fiscal 2006 as this product is shipped to our customers.
In January 2005, we completed the sale of our yarn manufacturing plant in Edgefield, South Carolina to Parkdale America, LLC for $10with $50.7 million in cash. In conjunction with the sale transaction, we entered into a five-year agreement with Parkdale to supplytotal debt. We had $32.4 million of availability under our yarn requirements. The sale of the Edgefield Plant resulted in a pre-tax financial gain of $3.6 million, or after-tax gain of $0.26 per diluted share (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005).
We made considerable progress on lowering our debt during fiscalrevolving credit facility at year 2005. Debt was reduced by $17.8 million during fiscal year 2005, for a total debt reduction of over $32 million since we closed on the Soffe acquisition in October 2003. On August 23, 2005, we borrowed approximately $25 million to pay the cash portion of the purchase price for the Junkfood acquisition and to pay in full the note that we issued to the Soffe sellers in connection with our acquisition of Soffe in 2003. In addition, on August 22, 2005, we issued a $2.5 million note to Liquid Blaino Designs, Inc. in connection with the Junkfood acquisition.end.
Quarterly Financial Data
For information regarding quarterly financial data, refer to Note 1517 “Quarterly Financial Information (Unaudited)” to the consolidated financial statements.
Fiscal Year 20052006 versus Fiscal Year 20042005
Net sales for fiscal year 20052006 were $228.1$270.1 million, an increase of $20.0$42.0 million, or 9.6%18.4%, from net sales of $208.1$228.1 million in fiscal year 2004.2005. Net sales in the activewear apparelActivewear segment were $143.4$136.7 million, an increasea decrease of $6.0$6.8 million, or 4.4%4.7%, from net sales of $137.4$143.4 million in fiscal year 2004. Higher2005. Lower fiscal year 20052006 net sales in the activewear apparelActivewear segment were the result of higherlower average unitselling prices (up(down 6.6%, accounting for $8.8$9.6 million), offset partially offset by lowerincreased unit sales (down(up 2.0%, accounting for $2.8 million). The retail-readyunit 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 $84.6$133.4 million in net sales, compared to $70.7$84.6 million in the nine months of fiscal year 2004. Fiscal year 2005, included 52-weeksan increase of operations compared57.7%, primarily due to 53-weeksthe acquisition of operations in the prior fiscal year.Junkfood.
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Gross margins for the year ended July 2, 20051, 2006 improved 40590 basis points to 23.6%29.6% compared to 23.2%23.6% in the prior year as a result of the higher gross margins associated with the retail-readyRetail-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 segmentimproved manufacturing costs. These increases were partially offset by higher raw material costs, partially offset by lower conversionenergy and transportation costs. Gross margins as a percentage of sales are higher in the retail-ready apparelRetail-Ready segment than the activewear apparelActivewear 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.
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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-readyRetail-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 apparelRetail-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
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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. We have taken legal action against this 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, to Parkdale America, LLC for $10 million in cash. The sale of the Edgefield Plant resultedresulting 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.
Operating income for fiscal year 2005 was $20.1 million, an increase of $3.1 million, or 18.3%, from $17.0 million in fiscal year 2004. The increase is primarily the result of the higher gross profit and other income described above, partially offset by higher selling, general and administrative expenses. The activewear apparel and retail-ready apparel segments contributed $10.0 million and $10.4 million in operating income, respectively.
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.
Fiscal Year 2004 versus Fiscal Year 2003
Net sales for fiscal year 2004 were $208.1 million, an increase of $78.6 million, or 60.7%, from net sales of $129.5 million in fiscal year 2003. Net sales in the activewear segment were $137.4 million, an increase of $7.9 million, or 6.1%, from net sales of $129.5 million in fiscal year 2003. Higher fiscal year 2004 net sales in the activewear apparel segment were the result of increased unit sales (up 10.3%, accounting for $13.3 million), partially offset by lower average unit prices (down 3.8%, accounting for $5.4 million). The retail-ready apparel segment contributed $70.7 million in net sales for the last nine months of fiscal year 2004.
Gross margins for the year ended July 3, 2004 improved to 23.2% compared to 18.5% in the prior year as a result of the higher gross margins associated with the retail-ready apparel segment, which was included in the results for the last nine months of the 2004 fiscal year. The gross margin on basic tee shirts declined during the year compared to the prior year principally due to lower average selling prices and higher raw material costs, offset partially by lower conversion costs. Fiscal year 2004 included 53 weeks of operations compared to the 52 weeks of operations in the prior fiscal year.
Selling, general and administrative expenses for fiscal year 2004 were $31.0 million, or 14.9% of net sales, an increase of $17.8 million from $13.2 million, or 10.2% of net sales, in fiscal year 2003. The increase in selling, general and administrative expenses was primarily the result of the addition of the Soffe business, which was included in our results for the last nine months of the 2004 fiscal year. Selling costs increased as a percentage of sales primarily as a result of the higher selling costs associated with branded apparel products. During fiscal year 2004 we had a recovery of bad debt expense of $0.2 million compared to a provision for bad debt expense of $0.7 million during fiscal year 2003. The recovery of bad debt expense was due to improved accounts receivable agings. In addition, in the fourth quarter of fiscal year 2003, we incurred higher bad debt expenses resulting from the slower payments from customers due to the depressed retail climate and the bankruptcy filing of a customer.
Other expense for fiscal year 2004 was $0.2 million, consistent with fiscal 2003. In both fiscal years, we recorded $0.1 million in net losses related to cotton options. In fiscal years 2004 and 2003, we recorded a net loss of $0.2 million and $0.1 million, respectively, related to the sale or disposal of certain machinery and equipment.
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Operating income for fiscal year 2004 was $17.0 million, an increase of $6.5 million, or 61.3%, from $10.6 million in fiscal year 2003. The increase is the result of the higher gross profit described above, partially offset by higher selling, general and administrative expenses. The activewear apparel and retail-ready apparel segments contributed $7.6 million and $9.6 million in operating income, respectively. The activewear apparel segment operating income was lower in fiscal 2004 than in fiscal 2003 primarily because of the decline in gross margin on basic tee shirts described above.
Net interest expense for fiscal year 2004 was $2.6 million, an increase of $1.9 million from fiscal year 2003. The increase in interest expense resulted primarily from the increase in average debt outstanding, resulting from the M. J. Soffe acquisition.
Our effective tax rate for the year ended July 3, 2004 was 32.4% compared to 38.3% for the year ended June 28, 2003. 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 2004 was $9.7 million, an increase of $3.7 million, or 60.5%, from net income of $6.1 million for fiscal year 2003, due to the factors described above.
LIQUIDITY AND CAPITAL RESOURCES
Credit FacilitiesFacility
In conjunction with the acquisition of M. J. Soffe Co., on October 3, 2003 we entered into an Amended and Restated Loan and Security Agreement with Congress Financial Corporation (Southern), as lender and as agent for the financial institutions named as lenders, pursuant to which our existing line of credit (the “Delta Facility”) was increased to $40 million, which represented a $5 million increase in our predecessor credit facility.
Also on October 3, 2003, MJS Acquisition Company, which changed its name to M. J. Soffe Co., entered into a Loan and Security Agreement with Congress Financial Corporation (Southern) which provided M. J. Soffe Co. with a $38.5 million line of credit (the “Soffe Facility”). Together, the Delta Facility and the Soffe Facility provided for lines of credit in an aggregate amount of $78.5 million. The Delta Facility and the Soffe Facility were secured by a first priority lien on all of the assets of Delta Apparel and M. J. Soffe Co. Delta Apparel was a guarantor of the Soffe Facility, and M. J. Soffe Co. was a guarantor of the Delta Facility. The restricted net assets of M. J. Soffe Co. did not exceed 25% of the consolidated net assets as of July 2, 2005.
On November 8, 2004, we amended the Delta Facility to increase our line of credit by an additional $2.75 million to $42.75 million. The purpose of the amendment was to provide funds for our acquisition of our Clinton, Tennessee distribution center. In conjunction with the sale of the yarn manufacturing plant, on January 6, 2005, we amended our Delta Facility to lower the Fixed Asset Loan Limit Amount from $10.0 million to $5.0 million.
The Soffe Facility contained both a subjective acceleration clause and a lockbox arrangement, whereby remittances from customers reduce the current outstanding borrowings. Pursuant to Emerging Issues Task Force (“EITF”) 95-22 we classify borrowings under the Soffe Facility as current debt. The Delta Facility contained a subjective acceleration clause and a “springing” lockbox arrangement (as defined in EITF 95-22), whereby remittances from customers are forwarded to the Company’s general bank account and do not reduce the outstanding debt until and unless a specified event or an event of default occurs. Pursuant to EITF 95-22, we classify borrowings under the Delta Facility as noncurrent debt.
All loans under the credit agreements bore interest at rates based on an adjusted LIBOR rate plus an applicable margin or a bank’s prime rate plus an applicable margin.
Within each of the credit facilities, there was a Fixed Asset Loan Amortization Amount requiring monthly installment payments, which reduced the amount of availability under each credit facility. The Fixed Asset Loan Amortization Amount for the Delta Facility was $10.0 million initially, and through the Amendments was adjusted to $5.0 million. At July 2, 2005, the Delta Facility Fixed Asset Loan Amortization Amount was $1.5 million. The Fixed Asset Loan Amortization Amount for the Soffe Facility was $8.5 million initially and $6.0 million at July 2, 2005.
Under the combined credit facilities, after subtracting the Fixed Asset Loan Amortization Amounts, we were able to borrow up to $60.0 million subject to borrowing base limitations based on the accounts receivable and inventory levels. Annual facility fees were .25% of the amount by which $60.0 million exceeds the average daily principal balance of the outstanding
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loans and letter of credit accommodations during the immediately preceding month. At July 2, 2005 we had the ability to borrow an additional $37.5 million under the combined credit facilities.
On August 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparel’s $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 Delta Apparel, Junkfood, and M. J. Soffe Co.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 Delta Apparel’sthe 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 M. J. Soffe Co.’s credit facility.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 new 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 athe bank’s prime rate plus an applicable margin. TheUnder the credit facility, requires monthly installment paymentsafter subtracting the
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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 approximately $265,000 per month in connection with fixed asset amortizations, and these amounts reduce the amount by which $70.8 million exceeds the average daily principal balance of availabilitythe 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 newcredit 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 theour credit facility, with Wachovia Bank, National Association, we hadhave a seller note payable to the former SoffeJunkfood shareholders pursuant to the StockAsset Purchase Agreement dated as of October 3, 2003.August 22, 2005. The $8.0$2.5 million seller note was payable in equal quarterly payments through September 30, 2006. At July 2, 2005, we had $5.2 million outstanding under the notebears interest at an interest rate of 8.0%. On August 23, 2005, in connection9% 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 seller note.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 $19.3$20.2 million and $13.3$19.3 million in fiscal years 2006 and 2005, respectively. Our cash flow from operating activities in fiscal year 20052006 is primarily due to net income plus depreciation, amortization and 2004, respectively.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. Our cash flow from operating activities in fiscal year 2004 is primarily due to net income and noncash charges, partially offset by increases in accounts receivable and inventory. 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. Proceeds from the sale of assets providedDuring 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 2004, investing activities used $53.72006, we also borrowed $2.5 million in casha 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 principally representedhas 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. We spent $2.2 millionThe Promissory Note was made in capital expenditures infavor of the year ended July 3, 2004, primarily related to increasing capacitySoffe sellers, James F. Soffe, John D. Soffe, and lowering costs in our Edgefield yarn and Fayette textile facilities
Financing Activities
In fiscal year 2005, we used $18.7 million in cash related to financing activities, compared to financing activities providing $40.5 million in cash during fiscal year 2004.Anthony M. Cimaglia. The cash used in financing activities in fiscal year 2005 primarily related to the
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repayment of debt under our credit facilities. The cash provided in fiscal year 2004 principally came from our credit facilities and related to the acquisition of M. J. Soffe Co. We paid dividends to our shareholders totaling $1.2$1.5 million and $1.0$1.2 million in fiscal years 20052006 and 2004,2005, 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
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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 $0.3 million, $0.1$1.3 million and $1.9$0.3 million in fiscal years 2005, 20042006 and 2003,2005, respectively, for share repurchases.
The terms of the security agreement entered into in favor of the Soffe Sellers to secure the seller note and payment of additional consideration under the Soffe stock purchase agreement prohibit M. J. Soffe Co. from making any cash dividends or distributions, loans or extraordinary payments to us, except for the following: payments relating to taxes, payments for actual and necessary services provided by us, subject to the reasonable approval of certain of the sellers; an annual payment of management fees not to exceed $370,000; payments for goods in the ordinary course of business; and additional dividends or other distributions up to an aggregate of 10% of M. J. Soffe Co.’s cumulative net after-tax income, provided that no payment default with respect to additional consideration due to the Soffe sellers under the Soffe stock purchase agreement, has occurred or would result from the dividend or distribution. The terms of the security agreement also contain limitations on the sale of the M. J. Soffe Co. assets.
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 2, 2005,1, 2006, by future period.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period (in thousands) | | | Payments Due by Period (in thousands) | |
| | | Less than | | 1 - 3 | | 3 - 5 | | After 5 | | | Less than | | 1 - 3 | | 3 – 5 | | After 5 | |
| | | Total | | 1 year | | years | | years | | years | | | Total | | 1 year | | years | | years | | years | |
| Contractual Obligations | | |
| Long-term debt (a) | | $ | 32,301 | | $ | 15,065 | | $ | 16,836 | | $ | 400 | | $ | — | | | $ | 50,650 | | $ | 500 | | $ | 50,150 | | $ | — | | $ | — | |
| Operating leases | | 25,880 | | 4,440 | | 7,548 | | 6,181 | | 7,711 | | | 23,277 | | 4,200 | | 11,064 | | 4,324 | | 3,689 | |
| Letters of credit | | 810 | | 810 | | — | | — | | — | | | 921 | | 921 | | — | | — | | — | |
| Purchase obligations | | 40,149 | | 40,149 | | — | | — | | — | | | 28,285 | | 28,285 | | — | | — | | — | |
| Contingent purchase price (b) | | 4,931 | | 1,533 | | 3,398 | | — | | — | | | 13,596 | | 5,180 | | 8,416 | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 104,071 | | $ | 61,997 | | $ | 27,782 | | $ | 6,581 | | $ | 7,711 | | | $ | 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 SoffeJunkfood 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 2, 2005,1, 2006, the total amount permitted for payment of cash dividends under
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our credit agreement was $8.5$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. As with the facility it replaces, ourOur amended credit facility allows for an aggregate of $23.0 million in share repurchases.
During the fiscal year ended July 2, 2005,1, 2006, we purchased 19,41072,477 shares of our common stock (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005) pursuant to our Stock Repurchase Program for an aggregate of $0.3$1.3 million. Since the inception of the program, we’ve purchased 755,524828,001 shares of our stock (adjusted to reflect the 2-for-1 stock split effective as of May 31, 2005) under the program for a total cost of $4.5$5.7 million. We have authorization from our Board of Directors to spend up to $6.0$11.0 million for share repurchases under the Stock Repurchase Program. All purchases were made at the discretion of our management.
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Dividend Program
On April 18, 2002, our Board of Directors adopted a quarterly dividend program. We paid $1.2$1.5 million and $1.0$1.2 million in dividends during fiscal yearyears 2006 and 2005, and 2004, respectively. TheAlthough our Board may terminate or amend the dividend program at any time. Wetime, 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.
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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.
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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 2, 2005,1, 2006, we had operating loss carryforwards of approximately $8.0$7.5 million for state tax purposes. The valuation allowance against the operating loss carryfowards was $146 thousand at July 2, 2005.1, 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 do not expectadopted Statement 151 effective July 3, 2005. After review of our cost allocation procedures, we determined that the adoption of this statement todid not have a material impact on our financial statements.
In December 2004, the Financial Accounting Standards Board (FASB)(“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 Actof 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)”),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)requiresall 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) must be adoptedis 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) applies.
On November 10, 2005, the FASB issued Staff Position No. FAS 123(R)-3,Transition Election Related to new awards andAccounting for Tax Effects of Share-Based Payment Awards. This provides for a simplified method to awards modified, repurchased, or cancelled afterestablish the required effective date, as well asbeginning balance of the additional paid-in capital pool related to the unvested portiontax effects of awards outstanding as of the required effective date (“modified prospective application”). We adopted Statement 123(R) on July 3, 2005. We are currently evaluating the effect that theshare-based compensation. Since our adoption of Statement 123(R) will have on123, we had not recorded any excess tax benefits associated with our financial positionstock options and resultstherefore we had no initial pool of operations.excess
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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 staff’s 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 staff’s 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 liability’s 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 154’s retrospective application requirement replaces APB Opinion No. 20’s,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 Taxesand 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 effectseffect that the adoption of SAB No. 107Interpretation 48 will have on our financial position and will be incorporating it as partresults of ouroperations but do not expect the adoption of Statement 123(R).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 subsidiary, M. J. Soffe Co.,subsidiaries for use in our manufacturing
21
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 2, 20051, 2006 was valued at $38.0$24.7 million, and is scheduled for delivery between July 20052006 and June 2006.March 2007. At July 2, 2005,1, 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 $2.6$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 (income) in the statements of income. We did not own any cotton options contracts on July 2, 2005.1, 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 2, 20051, 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 $323,000,$0.5 million, or 10.7%12.6%, for the fiscal year. This compares to an increase of $433,000,$0.3 million, or 9.3%10.7%, for the 20042005 fiscal year based on the outstanding indebtedness at July 3, 2004.2, 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 2, 2005,1, 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 2, 20051, 2006 and, based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective.were effective at the evaluation date.
Disclosure controls and procedures are our controls and other procedures that are designed to ensurereasonably 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 Commission’s 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
Management’s 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 management’s 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 20052006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
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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 atwww.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 2, 2005.1, 2006.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Number of securities | | | Number of securities | |
| | | Weighted-average | | remaining available for | | | Weighted-average | | remaining available for | |
| | | Number of securities to | | exercise price of | | future issuance under equity | | | Number of securities to | | exercise price of | | future issuance under equity | |
| | | be issued upon exercise | | outstanding | | compensation plans | | | be issued upon exercise | | outstanding | | compensation plans | |
| | | of outstanding options, | | options, warrants | | (excluding securities | | | of outstanding options, | | options, warrants | | (excluding securities | |
| Plan Category | | warrants and rights * | | and rights * | | reflected in column (a)) * | | | warrants and rights | | and rights | | reflected in column (a)) | |
| | | (a) | | (b) | | (c) | | | (a) | | (b) | | (c) | |
| Equity compensation plans approved by security holders | | — | | — | | — | | | — | | — | | — | |
| | | |
| Equity compensation plans not approved by security holders | | 252,902 | | $ | 7.07 | | 1,504,758 | | | 931,500 | | $ | 11.41 | | 645,758 | |
| | | | | | | | | | | | | | | |
| Total | | 252,902 | | $ | 7.07 | | 1,504,758 | | | 931,500 | | $ | 11.41 | | 645,758 | |
| | | | | | | | | | | | | | | |
| | |
* | | Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
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.
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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
| | • | | Management’s 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 Income for the years ended July 2, 2005, July 3 2004 and June 28, 2003. |
|
| • | | Consolidated Statements of Shareholders’ Equity for the years ended July 1, 2006, July 2, 2005 and July 3, 2004 and June 28, 2003.2004. |
| |
| | • | | Consolidated Statements of Cash Flows for the years ended July 1, 2006, July 2, 2005 and July 3, 2004 and June 28, 2003.2004. |
| |
| | • | | 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*
2.22.1 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 Company’sCompany���s Form 8-K/A filed on October 17, 2003.
2.2.12.1.1 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 Company’s Form 10-Q filed on February 9, 2005.
2.32.2 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 Company’s Form 10-Q filed on February 9, 2005.
2.3.12.2.1 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 Company’s Form 10-Q filed on February 9, 2005.
2.42.3 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 Company’s Form 8-K filed on August 26, 2005.
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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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Form 10.
10.1. See Exhibits 2.1, 2.2, 2.2.1, 2.3, 2.3.1, and 2.4.
10.2 Amended and Restated Loan and Security Agreement dated as of October 3, 2003 among Delta Apparel, Inc., Congress Financial Corporation (Southern), as Agent, and certain financial institutions named therein, as Lenders: Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 17, 2003.
10.2.1 Second Amendment to Amended and Restate Loan and Security Agreement dated as of November 8, 2004 among Delta Apparel, Inc., Congress Financial Corporation (Southern), as Agent, and certain financial institutions named therein, as Lenders: Incorporated by reference to Exhibit 10.2.1 to the Company’s Form 10-Q filed on November 10, 2004.
10.2.2 Third Amendment to Amended and Restated Loan and Security Agreement dated as of January 6, 2005 among Delta Apparel, Inc., Wachovia Bank, N. A., as Agent, and certain financial institutions named therein, as Lenders: Incorporated by reference to Exhibit 10.2.2 to the Company’s Form 10-Q filed as of February 9, 2005.
10.3 Loan and Security Agreement dated as of October 3, 2003 among MJS Acquisition Company, Congress Financial Corporation (Southern), as Agent, and certain financial institutions named therein, as Lenders: Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 17, 2003.
10.4 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 Company’s Form 8-K filed on August 26, 2005.
10.5 General Security Agreement of MJS Acquisition Company and SAIM, LLC in favor of Congress Financial Corporation (Southern), as Agent, dated as of October 3, 2003: Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on October 17, 2003.
10.6 General Security Agreement of Delta Apparel, Inc. and SAIM, LLC in favor of Congress Financial Corporation (Southern), as Agent, dated as of October 3, 2003: Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on October 17, 2003.
10.7 Trademark Security Agreement dated as of October 3, 2003 between MJS Acquisition Company and Congress Financial Corporation (Southern), as Agent: Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on October 17, 2003.
10.8 Form of Deed of Trust of M. J. Soffe Co. in favor of Congress Financial Corporation (Southern), as Agent, dated as of October 3, 2003: Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on October 17, 2003.
10.9 Stock Pledge Agreement dated as of October 3, 2003 by and among Delta Apparel, Inc., MJS Acquisition
25
Company, and Congress Financial Corporation (Southern), as Agent: Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on October 17, 2003.
10.10 Guarantee of MJS Acquisition Company and SAIM, LLC in favor of Congress Financial Corporation (Southern), as Agent, dated as of October 3, 2003: Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on October 17, 2003.
10.11 Guarantee of Delta Apparel, Inc. and SAIM, LLC in favor of Congress Financial Corporation (Southern), as Agent, dated as of October 3, 2003: Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on October 17, 2003.
10.12 Collateral Assignment of Purchase Agreements dated as of October 3, 2003 by and among Delta Apparel, Inc., MJS Acquisition Company, and Congress Financial Corporation (Southern), as Agent: Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on October 17, 2003.
10.13 Subordination Agreement dated as of October 3, 2003 by and among Delta Apparel, Inc., MJS Acquisition Company, James F. Soffe, John D. Soffe, Anthony M. Cimaglia, and Congress Financial Corporation (Southern), as Agent: Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on October 17, 2003.
10.14 Promissory Note of MJS Acquisition Company issued to James F. Soffe, John D. Soffe, and Anthony M. Cimaglia dated as of October 3, 2003: Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on October 17, 2003.
10.15 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 Company’s Form 8-K filed on October 17, 2003.
10.1610.4 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 Company’s Form 8-K filed on October 17, 2003.
10.1710.5 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 Company’s Form 8-K filed on October 17, 2003.
10.1810.6 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 Company’s Form 8-K filed on October 17, 2003.
10.1910.7 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 Company’s Form 8-K filed on October 17, 2003.
10.2010.8 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 Company’s Form 8-K filed on October 17, 2003.
10.2110.9 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 Company’s Form 8-K filed on October 17, 2003.
10.2210.10 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 Company’s Form 8-K filed on October 17, 2003.
26
10.2310.11 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 Company’s Form 8-K filed on October 17, 2003.
10.2410.12 Employment Agreement between Delta Apparel, Inc. and Herbert M. MuellerDeborah H. Merrill dated September 30, 2003: Incorporated by reference to Exhibit 10.22 to the Company’s Form 10-Q filed on November 5, 2003.August 25, 2004.**
10.2510.13 Employment Agreement between Delta Apparel, Inc. and Martha M. Watson dated September 30, 2003:
26
Incorporated by reference to Exhibit 10.23 to the Company’s Form 10-Q filed on November 5, 2003.**
10.2610.14 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 Company’s Form 10.**
10.2710.15 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 Company’s Form 10.**
10.28 Delta Apparel, Inc. Deferred Compensation Plan for Key Managers: Incorporated by reference to Exhibit 10.6 to the Company’s Form 10.**
10.2910.16 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 Company’s Form 10-Q filed on February 9, 2005.
10.3010.17 Delta Apparel, Inc. 2004 Non-Employee Director Stock Plan: Incorporated by reference to Exhibit 10.30 to the Company’s Form 10-Q filed on May 16, 2005.
21 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP, independent auditors.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 9, 20057, 2006 | | By: /s/ Herbert M. MuellerDeborah H. Merrill |
| | | |
| Date | | Herbert M. MuellerDeborah 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 | | 9-14-059-1-06 | | /s/ Philip J. Mazzilli, Jr. | | 9-14-059-1-06 |
| | | |
David S. Fraser
Director | | Date | | Philip J. Mazzilli, Jr.
Director | | Date |
| | | | | | |
/s/ William F. Garrett | | 9-14-05 | | /s/ Buck A. Mickel | | 9-13-05 |
| | |
William F. Garrett | | Date | | Buck A. Mickel | | Date |
| Director | | | | Director | | |
| | | | | | | |
/s/ Robert W. HumphreysWilliam F. Garrett | | 9-9-059-7-06 | | /s/ Herbert M. MuellerDeborah H. Merrill | | 9-9-059-6-06 |
| | | |
Robert W. HumphreysWilliam F. Garrett | | Date | | Herbert M. MuellerDeborah H. Merrill | | Date |
President, ChiefDirector | | | | Vice President, Chief Financial | | |
Executive Officer | | | | Officer &and Treasurer (principal | | |
and Director | | | | 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 | | 9-14-059-1-06 | | /s/ David Peterson | | 9-16-059-5-06 |
| | | |
| Max Lennon | | Date | | David Peterson | | Date |
| Director | | | | Director | | |
| | | | | | | |
| /s/ E. Erwin Maddrey, II | | 9-13-058-31-06 | | | | |
| | | | | |
| E. Erwin Maddrey, II | | Date | | | | |
| Director | | | | | | |
28
Delta Apparel, Inc and Subsidiaries
Index to Consolidated Financial Statements
| | | |
| on Internal Control over Financial Reporting | | F-2 |
| | | |
| Independent Registered Public Accounting Firm | | F-3 |
| | | |
| | F-4 |
| | |
| | F-5 |
| | | |
| | F-6 |
| | | |
| | 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-7F-9 |
F-1F- 1
Management’s 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 Company’s 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 inInternal 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 SEC’s 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.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of July 1, 2006 has been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm, who also audited the Company’s consolidated financial statements. Ernst & Young’s attestation report on management’s assessment of the Company’s 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 2, 20051, 2006 and July 3, 2004,2, 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended July 2, 2005.1, 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 Company’s 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. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 2, 20051, 2006 and July 3, 2004,2, 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended July 2, 2005,1, 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 2, 2005,1, 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 management’s assessment, included in Management’s 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 inInternal Control — Integrated Frameworkissued 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 management’s assessment and an opinion on the effectiveness of the Company’s 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 management’s 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 company’s 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 company’s 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 company’s 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 Management’s Annual Report on Internal Control Over Financial Reporting, management’s 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, management’s 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 | | | | |
Atlanta, Georgia
August 26, 2005
F-2F- 4
Delta Apparel, Inc. and Subsidiaries
Consolidated Balance Sheets
(Amounts in thousands, except share amounts)
| | | | | | | | | |
| | | July 2, 2005 | | | July 3, 2004 | |
Assets | | | | | | | | |
| Current assets: | | | | | | | | |
| Cash | | $ | 298 | | | $ | 333 | |
| Accounts receivable, net | | | 35,295 | | | | 37,302 | |
| Other receivables | | | 1,316 | | | | 1,308 | |
| Inventories | | | 99,026 | | | | 105,888 | |
| Prepaid expenses and other current assets | | | 1,968 | | | | 1,616 | |
| Deferred income taxes | | | 1,252 | | | | 1,075 | |
| | | | | | | |
| Total current assets | | | 139,155 | | | | 147,522 | |
| | | | | | | | | |
| Property, plant and equipment, net | | | 19,950 | | | | 19,529 | |
| Deferred income taxes | | | — | | | | 178 | |
| Other assets | | | 409 | | | | 2,150 | |
| | | | | | | |
| | | $ | 159,514 | | | $ | 169,379 | |
| | | | | | | |
| | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 19,868 | | | $ | 16,036 | |
| Accrued expenses | | | 16,832 | | | | 14,475 | |
| Current portion of long-term debt | | | 15,065 | | | | 20,810 | |
| Income taxes payable | | | 480 | | | | 1,793 | |
| | | | | | | |
| Total current liabilities | | | 52,245 | | | | 53,114 | |
| | | | | | | | | |
| Long-term debt | | | 17,236 | | | | 29,246 | |
| Deferred income taxes | | | 171 | | | | — | |
| Other liabilities | | | 3,398 | | | | 11,527 | |
| | | | | | | |
| Total liabilities | | | 73,050 | | | | 93,887 | |
| | | | | | | | | |
| Commitments and contingencies | | | | | | | | |
| | | | | | | | | |
| Shareholders’ equity: | | | | | | | | |
| Preferred stock—2,000,000 shares authorized, none issued and outstanding | | | — | | | | — | |
| Common stock *—par value $.01 a share, 15,000,000 shares authorized, 9,646,972 shares issued, and 8,522,052 and 8,272,518 shares outstanding as of July 2, 2005 and July 3, 2004, respectively | | | 96 | | | | 96 | |
| Additional paid-in capital | | | 53,867 | | | | 53,867 | |
| Retained earnings | | | 39,106 | | | | 29,425 | |
| Treasury stock *—1,124,920 and 1,374,454 shares as of July 2, 2005 and July 3, 2004, respectively | | | (6,605 | ) | | | (7,896 | ) |
| | | | | | | |
| Total shareholders’ equity | | | 86,464 | | | | 75,492 | |
| | | | | | | |
| | | $ | 159,514 | | | $ | 169,379 | |
| | | | | | | |
| | |
* | | Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
See accompanying notes to consolidated financial statements.
F-3
Delta Apparel, Inc. and Subsidiaries
Consolidated Statements of Income
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | |
| | | Year Ended | |
| | | July 2, 2005 | | | July 3, 2004 | | | June 28, 2003 | |
| Net sales | | $ | 228,065 | | | $ | 208,113 | | | $ | 129,521 | |
| Cost of goods sold | | | 174,156 | | | | 159,852 | | | | 105,552 | |
| | | | | | | | | | |
| Gross profit | | | 53,909 | | | | 48,261 | | | | 23,969 | |
| | | | | | | | | | | | | |
| Selling, general and administrative expenses | | | 37,881 | | | | 31,043 | | | | 13,220 | |
| Other (income) expense | | | (4,117 | ) | | | 192 | | | | 194 | |
| | | | | | | | | | |
| Operating income | | | 20,145 | | | | 17,026 | | | | 10,555 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Interest expense, net | | | 3,022 | | | | 2,622 | | | | 732 | |
| | | | | | | | | | |
| Income before income taxes | | | 17,123 | | | | 14,404 | | | | 9,823 | |
| | | | | | | | | | | | | |
| Income tax expense | | | 5,880 | | | | 4,674 | | | | 3,760 | |
| | | | | | | | | | |
| Net income | | $ | 11,243 | | | $ | 9,730 | | | $ | 6,063 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Earnings per share * | | | | | | | | | | | | |
| Basic | | $ | 1.35 | | | $ | 1.19 | | | $ | 0.75 | |
| Diluted | | $ | 1.33 | | | $ | 1.16 | | | $ | 0.73 | |
| | | | | | | | | | | | | |
| Weighted average number of shares outstanding * | | | 8,355 | | | | 8,156 | | | | 8,090 | |
| Dilutive effect of stock options * | | | 108 | | | | 220 | | | | 263 | |
| | | | | | | | | | |
| Weighted average number of shares assuming dilution * | | | 8,463 | | | | 8,376 | | | | 8,353 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash dividends declared per common share * | | $ | 0.145 | | | $ | 0.125 | | | $ | 0.105 | |
| | |
* | | Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
See accompanying notes to consolidated financial statements.
F-4
Delta Apparel, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
(Amounts in thousands, except share amounts)amounts and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Additional | | | | | | | | | | |
| | | Common Stock | | | Paid-In | | | Retained | | | Treasury Stock | | | | |
| | | Shares | | | Amount | | | Capital | | | Earnings | | | Shares | | | Amount | | | Total | |
| | | |
| Balance at June 29, 2002 | | | 4,823,486 | | | $ | 48 | | | $ | 53,889 | | | $ | 15,912 | | | | 794,184 | | | $ | (8,571 | ) | | $ | 61,278 | |
| Net income | | | — | | | | — | | | | — | | | | 6,063 | | | | — | | | | — | | | | 6,063 | |
| Treasury stock acquired | | | — | | | | — | | | | — | | | | — | | | | 130,204 | | | | (1,919 | ) | | | (1,919 | ) |
| Stock grant | | | — | | | | — | | | | — | | | | 7 | | | | (2,012 | ) | | | 22 | | | | 29 | |
| Stock options exercised under Awards Plan | | | — | | | | — | | | | — | | | | 281 | | | | (71,720 | ) | | | 791 | | | | 1,072 | |
| Stock options exercised under Option Plan | | | — | | | | — | | | | — | | | | (403 | ) | | | (64,250 | ) | | | 702 | | | | 299 | |
| Cash dividend ($.21 per share) | | | — | | | | — | | | | — | | | | (853 | ) | | | — | | | | — | | | | (853 | ) |
| | | |
| Balance at June 28, 2003 | | | 4,823,486 | | | | 48 | | | | 53,889 | | | | 21,007 | | | | 786,406 | | | | (8,975 | ) | | | 65,969 | |
| Net income | | | — | | | | — | | | | — | | | | 9,730 | | | | — | | | | — | | | | 9,730 | |
| Treasury stock acquired | | | — | | | | — | | | | — | | | | — | | | | 7,853 | | | | (148 | ) | | | (148 | ) |
| Stock grant | | | — | | | | — | | | | — | | | | 10 | | | | (2,422 | ) | | | 27 | | | | 37 | |
| Stock options exercised under Awards Plan | | | — | | | | — | | | | — | | | | 294 | | | | (24,360 | ) | | | 280 | | | | 574 | |
| Stock options exercised under Option Plan | | | — | | | | — | | | | — | | | | (547 | ) | | | (80,250 | ) | | | 920 | | | | 373 | |
| Stock exchange share listing fees | | | — | | | | — | | | | (22 | ) | | | — | | | | — | | | | — | | | | (22 | ) |
| Cash dividend ($.25 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 ($.25 per share) | | | — | | | | — | | | | — | | | | (1,214 | ) | | | — | | | | — | | | | (1,214 | ) |
| 2-for-1 stock split (See Note 16) | | | 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 | |
| | | |
| | | | | | | | | |
| | | 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 stock—2,000,000 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 Cash FlowsIncome
(Amounts in thousands)thousands, except share amounts and per share data)
| | | | | | | | | | | | | |
| | | Year Ended | |
| | | July 2, 2005 | | | July 3, 2004 | | | June 28, 2003 | |
| Operating activities: | | | | | | | | | | | | |
| Net income | | $ | 11,243 | | | $ | 9,730 | | | $ | 6,063 | |
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | | | | | | | |
| Depreciation | | | 4,289 | | | | 4,561 | | | | 5,506 | |
| Provision for (benefit from) deferred income taxes | | | 1,685 | | | | (1,224 | ) | | | 961 | |
| Provision for (benefit from) allowances on accounts receivable, net | | | 728 | | | | (1,104 | ) | | | 11 | |
| Noncash compensation | | | 1,864 | | | | 1,835 | | | | 1,251 | |
| (Gain) loss on sale of property and equipment | | | (4,036 | ) | | | 192 | | | | 78 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Accounts receivable | | | 1,271 | | | | (2,258 | ) | | | 605 | |
| Inventories | | | 6,862 | | | | (6,850 | ) | | | (11,691 | ) |
| Prepaid expenses and other current assets | | | (352 | ) | | | 291 | | | | 146 | |
| Other noncurrent assets | | | 1,741 | | | | 1,992 | | | | (51 | ) |
| Accounts payable | | | 3,832 | | | | 2,153 | | | | (456 | ) |
| Accrued expenses | | | 1,175 | | | | 1,724 | | | | (1,380 | ) |
| Income taxes | | | (2,826 | ) | | | 2,722 | | | | (2,294 | ) |
| Other liabilities | | | (8,129 | ) | | | (447 | ) | | | 295 | |
| | | | | | | | | | |
| Net cash provided by (used in) operating activities | | | 19,347 | | | | 13,317 | | | | (956 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Investing activities: | | | | | | | | | | | | |
| Purchases of property, plant and equipment | | | (10,968 | ) | | | (2,209 | ) | | | (4,704 | ) |
| Proceeds from sale of property, plant and equipment | | | 10,294 | | | | 4 | | | | 35 | |
| Cash paid for business, net of cash received | | | — | | | | (51,520 | ) | | | — | |
| | | | | | | | | | |
| Net cash used in investing activities | | | (674 | ) | | | (53,725 | ) | | | (4,669 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Financing activities: | | | | | | | | | | | | |
| (Repayment of) proceeds from Soffe revolving credit facility, net | | | (5,428 | ) | | | 18,374 | | | | — | |
| Proceeds from long-term debt | | | 41,302 | | | | 44,164 | | | | 47,310 | |
| Repayment of long-term debt | | | (53,629 | ) | | | (21,183 | ) | | | (43,111 | ) |
| Dividends paid | | | (1,214 | ) | | | (1,021 | ) | | | (853 | ) |
| Stock exchange listing fees | | | — | | | | (22 | ) | | | — | |
| Treasury stock acquired | | | (261 | ) | | | (148 | ) | | | (1,919 | ) |
| Proceeds from exercise of stock options | | | 522 | | | | 374 | | | | 299 | |
| | | | | | | | | | |
| Net cash (used in) provided by financing activities | | | (18,708 | ) | | | 40,538 | | | | 1,726 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| (Decrease) increase in cash | | | (35 | ) | | | 130 | | | | (3,899 | ) |
| | | | | | | | | | | | | |
| Cash at beginning of year | | | 333 | | | | 203 | | | | 4,102 | |
| | | | | | | | | | |
| Cash at end of year | | $ | 298 | | | $ | 333 | | | $ | 203 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | |
| Cash paid during the year for interest | | $ | 2,811 | | | $ | 2,133 | | | $ | 512 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Cash paid during the year for income taxes | | $ | 8,192 | | | $ | 3,177 | | | $ | 5,102 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Noncash financing activity—issuance of common stock | | $ | 682 | | | $ | 610 | | | $ | 1,101 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 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 activity—issuance 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)thousands, unless otherwise noted and excluding share and per share amounts)
NOTE 1—THE COMPANY
We are a marketer, designer, manufacturer and distributor of high quality branded and private label apparel.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. OurWe focus on our broad distribution of apparel products are sold to departmentspecialty 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 located throughout the United States to serve our customers. 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, Mexico and Costa Rica.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 2—SIGNIFICANT 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 (formerly the Delta segment)Activewear Apparel and retail-ready apparel (formerly the Soffe segment).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 year was ayears were 52-week yearyears and ended on July 1, 2006 and July 2, 2005.2005, respectively. The 2004 fiscal year was a 53-week year and ended on July 3, 2004. The 2003 fiscal year was a 52-week year and ended on June 28, 2003.
(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. Wecustomers 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,
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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. We actively monitor our exposure to credit risk through the use of credit approvals and credit limits.
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(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 inventory’s 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 depreciatedamortized 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 3—Acquisitions. 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 3—Acquisitions.
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.
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(k)(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.
(l)(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 $7,426 and $3,808$7,426 in fiscal yearyears 2006, 2005 2004 and 2003,2004, respectively. The retail-ready apparelRetail-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.
(m)(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 totaltotaled $4,357, $3,860, $2,961, and $977$2,961 in fiscal yearyears 2006, 2005 2004 and 2003,2004, respectively. Included in these costs were $1,437, $1,303 $1,040 and $63$1,040 in fiscal yearyears 2006, 2005 2004 and 2003,2004, respectively, related to our cooperative advertising programs.
(n)(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
F- 8
component of other income and expense in the consolidated statements of income. These gains and losses are immaterial for all periods presented.
(o)(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.
(p)(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 subsidiary, M. J. Soffe Co.,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.
(q)(t) Stock Option and Incentive Award Plans: We
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
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107”) using the modified-prospective transition method; therefore, prior periods have electednot been restated. Statement 123(R) requires all share-based payments to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related Interpretations in accounting for ouremployees, including grants of employee stock options, becauseto be recognized in the alternativeincome 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 accounting provided for under Financial Accounting Standards Board Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), requires use of option valuation models that were not developed for usemethod described in valuing employee stock options.
APB 25 and related Interpretations. Pro forma information regarding net income and earnings per share iswas required by SFASStatement 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 arewere amortized to expense over the options’ vesting period. Our pro forma information follows (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | |
| | | July 2, | | July 3, | | June 28, | | | July 2, | | July 3, | |
| | | 2005 | | 2004 | | 2003 | | | 2005 | | 2004 | |
| Net income, as reported | | $ | 11,243 | | $ | 9,730 | | $ | 6,063 | | | $ | 11,243 | | $ | 9,730 | |
| | | |
| Add: Stock-based employee compensation expense included in reported net income, net of related tax effects | | 705 | | 702 | | 458 | | | 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 | ) | | | (571 | ) | | | (1,146 | ) | | | (825 | ) |
| | | | | | | | | | | | | |
| Pro forma net income | | $ | 10,802 | | $ | 9,607 | | $ | 5,950 | | | $ | 10,802 | | $ | 9,607 | |
| | | | | | | | | | | | | |
| | | |
| Earnings per share *: | | |
| Earnings per share: | | |
| Basic—as reported | | $ | 1.35 | | $ | 1.19 | | $ | 0.75 | | | $ | 1.35 | | $ | 1.19 | |
| Basic—pro forma | | $ | 1.29 | | $ | 1.18 | | $ | 0.74 | | | $ | 1.29 | | $ | 1.18 | |
| | | |
| Diluted—as reported | | $ | 1.33 | | $ | 1.16 | | $ | 0.73 | | | $ | 1.33 | | $ | 1.16 | |
| Diluted—pro forma | | $ | 1.28 | | $ | 1.15 | | $ | 0.71 | | | $ | 1.28 | | $ | 1.15 | |
| | |
* | | Adjusted to reflect 2-for-1 stock split effective as of May 31, 2005 |
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(r)(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 2004 or 2003.2004.
(s)(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.
(t)(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 yearsyear 2004 and 2003 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.
(u)(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.
(v)(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 do not expectadopted Statement 151 effective July 3, 2005. After review of our cost allocation procedures, we determined that the adoption of this statement todid not have a material impact on our financial statements.
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In December 2004, the Financial Accounting Standards Board (FASB)(“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 Actof 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)requiresall 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) must be adoptedis 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) applies. 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 new awards andAccounting for Tax Effects of Share-Based Payment Awards. This provides for a simplified method to awards modified, repurchased, or cancelled afterestablish the required effective date, as well asbeginning balance of the additional paid-in capital pool related to the unvested portiontax effects of awards outstanding as of the required effective date (“modified prospective application”). We expect to adopt Statement 123(R) on July 3, 2005. We are currently evaluating the effect that theshare-based compensation. Since our adoption of Statement 123(R) will123, we have onnot recorded any excess tax benefits associated with our financial positionstock options and resultstherefore we have no initial pool of operations (see Note 2 (q))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 staff’s 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 staff’s 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 liability’s 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 154’s retrospective application requirement replaces APB Opinion No. 20’s,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 Taxesand 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,
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2006. We are currently evaluating the effectseffect that the adoption of SAB No. 107Interpretation 48 will have on our financial position and will be incorporating it asresults of operations but do not expect the adoption of this statement to have a material impact on our financial statements.
NOTE 3—ACQUISITIONS
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 adoptionexpansion strategy. The addition of Statement 123(R).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 Junkfood’s operations have been included in the consolidated financial statements since the acquisition date.
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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 3—4—INVENTORIES
Inventories consist of the following:
| | | | | | | | | | | | | | | | | |
| | | July 2, | | July 3, | | | July 1, | | July 2, | |
| | | 2005 | | 2004 | | | 2006 | | 2005 | |
| Raw materials | | $ | 4,496 | | $ | 5,406 | | | $ | 5,537 | | $ | 4,496 | |
| Work in process | | 21,231 | | 26,540 | | | 27,534 | | 21,231 | |
| Finished goods | | 73,299 | | 73,942 | | | 70,589 | | 73,299 | |
| | | | | | | | | | | |
| | | $ | 99,026 | | $ | 105,888 | | | $ | 103,660 | | $ | 99,026 | |
| | | | | | | | | | | |
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Raw materials at July 3, 2004 included raw cotton for the activewear apparel segment and finished yarn for the retail-ready apparel segment. In addition, it included direct materials for both segments. On December 27, 2004, we sold our entire inventory located at our yarn manufacturing facility in Edgefield, South Carolina to Parkdale (see Note 7). Prior to the sale, raw cotton was the primary raw material in the activewear apparel segment. Subsequent to the sale, finished yarn became our primary raw material in both the activewear apparel and retail-ready apparel segments. Therefore, raw materials at July 2, 2005 included finished yarn and direct materials for both the activewear apparelActivewear Apparel and retail-ready apparelRetail-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.
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NOTE 4—5—PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
| | | | | | | | | | | | | | | | | | | | | | |
| | | Estimated | | July 2, | | July 3, | | | Estimated | | July 1, | | July 2, | |
| | | Useful Life | | 2005 | | 2004 | | | Useful Life | | 2006 | | 2005 | |
| Land and land improvements | | N/A | | $ | 1,354 | | $ | 1,356 | | | N/A | | $ | 1,354 | | | $ | 1,354 | |
| Buildings | | 10-20 years | | 8,701 | | 9,560 | | | 10-20 years | | | 8,840 | | | | 8,701 | |
| Machinery and equipment | | 5-15 years | | 35,912 | | 43,831 | | | 5-15 years | | | 36,905 | | | | 35,912 | |
| Computers and software | | 3 years | | 5,138 | | 4,894 | | | 3 years | | | 6,011 | | | | 5,138 | |
| Furniture and fixtures | | 7 years | | 2,540 | | 1,057 | | | 7 years | | | 3,346 | | | | 2,540 | |
| Leasehold improvements | | 3-10 years | | 987 | | 862 | | | 3-10 years | | | 1,492 | | | | 987 | |
| Automobiles | | 5 years | | 205 | | 234 | | | 5 years | | | 232 | | | | 205 | |
| Construction in progress | | N/A | | 899 | | 814 | | | N/A | | | 1,850 | | | | 899 | |
| | | | | | | | | | | | | | |
| | | 55,736 | | 62,608 | | | | | | 60,030 | | | | 55,736 | |
| Less accumulated depreciation and amortization | | | (35,786 | ) | | | (43,079 | ) | | | | | (38,866 | ) | | | (35,786 | ) |
| | | | | | | | | | | | | | |
| �� | | | | | $ | 21,164 | | | $ | 19,950 | |
| | | $ | 19,950 | | $ | 19,529 | | | | | | | | | |
| | | | | | | |
NOTE 5—6—GOODWILL 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 7—ACCRUED EXPENSES
Accrued expenses consist of the following:
| | | | | | | | | | | | | | | | | |
| | | July 2, | | July 3, | | | July 1, | | July 2, | |
| | | 2005 | | 2004 | | | 2006 | | 2005 | |
| Accrued employee compensation and benefits | | $ | 9,832 | | $ | 8,742 | | | $ | 8,829 | | $ | 9,832 | |
| Taxes accrued and withheld | | 992 | | 263 | | | 269 | | 992 | |
| Accrued insurance | | 1,347 | | 1,442 | | | 973 | | 1,347 | |
| Accrued advertising | | 470 | | 527 | | | 744 | | 470 | |
| Accrued contingent earnout payments | | 1,533 | | 1,228 | | | 6,409 | | 1,533 | |
| Accrued royalties | | | 764 | | — | |
| Other | | 2,658 | | 2,273 | | | 3,516 | | 2,658 | |
| | | | | | | | | | | |
| | | $ | 16,832 | | $ | 14,475 | | | $ | 21,504 | | $ | 16,832 | |
| | | | | | | | | | | |
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NOTE 6—8—LONG-TERM DEBT
Long-term debt consists of the following:
| | | | | | | | | | | | | | | | | |
| | | July 2, | | July 3, | | | July 1, | | July 2, | |
| | | 2005 | | 2004 | | | 2006 | | 2005 | |
| Revolving credit facilities secured by receivables, inventory and property and equipment, interest at prime rate or LIBOR rate plus an applicable margin (5.533% at July 2, 2005) due October 3, 2006 | | $ | 27,101 | | $ | 43,256 | | |
| 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 | |
| | | |
| Seller note, interest at 8% payable monthly, principal amounts due in quarterly installments of $400 with final payment due October 1, 2008 | | 5,200 | | 6,800 | | |
| 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 | | — | |
| | |
| | | | | | | | | | | |
| | | 32,301 | | 50,056 | | | 50,650 | | 32,301 | |
| Less current installments | | 15,065 | | 20,810 | | | 3,683 | | 15,065 | |
| | | | | | | | | | | |
| Long-term debt, excluding current installments | | $ | 17,236 | | $ | 29,246 | | | $ | 46,967 | | $ | 17,236 | |
| | | | | | | | | | | |
On October 3, 2003, we entered into anAugust 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparel’s $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)), pursuantas Agent, and the financial institutions named in the Amended Loan Agreement as Lenders.
Pursuant to which our existingthe 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 (the “Delta Facility”)available to us was increased to $40 million.
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Also$85 million (subject to borrowing base limitations based on October 3, 2003, MJS Acquisition Company,the value and type of collateral provided), which changed its name to M. J. Soffe Co., entered intorepresents 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 with Congress Financial Corporation (Southern) which provideswas $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. with a $38.5 million line of credit (the “Soffe Facility”). Together, the Delta Facility and the Soffe Facility provide for lines of credit in an aggregate amount of $78.5 million. All loans under the credit agreementsagreement bear interest at rates based on an adjusted LIBOR rate plus an applicable margin or athe bank’s prime rate plus an applicable margin. The Delta Facility and the Soffe Facility are secured by a first priority lien on all of the assets of Delta Apparel and M. J. Soffe Co. Delta Apparel is a guarantor of the Soffe Facility, and M. J. Soffe Co. is a guarantor of the Delta Facility. M. J. Soffe Co. has the option to increase the Soffe Facility from $38.5 million to $41.0 million, provided that no event of default exists under the facility. The restricted net assets of M. J. Soffe Co. do not exceed 25% of the consolidated net assets as of July 2, 2005.
On November 8, 2004, we amended the Delta Facility to increase our line of credit by an additional $2.75 million to $42.75 million. The purpose of the amendment was to provide funds for our acquisition of our Clinton, Tennessee distribution center. In conjunction with the sale of the yarn manufacturing plant, on January 6, 2005, we amended our Delta Facility to lower the Fixed Asset Loan Limit Amount from $10.0 million to $5.0 million.
The Delta 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 the Delta Facility to make 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.
The Soffe Facility and the $8.0 million seller note described below contain limitations on, or prohibitions of, cash dividends, stock purchases, related party transactions, mergers, acquisitions, sales of assets, indebtedness and investments.
The terms of the Soffe Facility prohibit M. J. Soffe Co. from making any cash dividends or other distributions or similar payments to us, except for the following: payments for federal and state taxes that are attributable to its income or assets, provided that no event of default exists or would result from the payment; payments for reasonable, ordinary-course expenses relating to legal and accounting, insurance, marketing, payroll, information systems and similar types of services attributable to M. J. Soffe Co.; payments in connection with arm’s-length transactions made in the ordinary course of business; and an annual payment of management fees not to exceed $400,000, provided that no event of default exists or would result from the payment and further provided that, for a period of 90 days prior to the payment and immediately after the payment, at least $4.0 million remains available to borrow under the facility. The Soffe Facility also limits the ability of M.J. Soffe Co. to make loans to us.
Within each ofUnder the credit facilities, there is a Fixed Asset Loan Amortization Amount requiring monthly installment payments, which reduce the amount of availability under each credit facility. The Fixed Asset Loan Amortization Amount for the Delta Facility was $10.0 million initially, and through the Amendments was adjusted to $5.0 million. At July 2, 2005, the Delta Facility Fixed Asset Loan Amortization Amount was $1.5 million. The Fixed Asset Loan Amortization Amount for the Soffe Facility was $8.5 million initially and $6.0 million at July 2, 2005.
Under the combined credit facilities,facility, after subtracting the Fixed Asset Loan Amortization Amounts, we arewere able to borrow up to $60.0$70.8 million subject to borrowing base limitations based on the accounts receivable and inventory levels. Annual facility fees arewere .25% of the amount by which $60.0$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 2, 20051, 2006 we had the ability to borrow an additional $37.5$32.4 million under the combined credit facilities.facility.
The Soffe Facilitycredit facility contains both a subjective acceleration clauselimitations on, or prohibitions of, cash dividends, stock purchases, related party transactions, mergers, acquisitions, sales of assets, indebtedness and a lockbox arrangement, whereby remittancesinvestments. 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 customers reducethat action and after the current outstanding borrowings. Pursuantpurchase at least $3.0 million remains available to Emerging Issues Task Force (“EITF”) 95-22 we are classifying borrowingsborrow under the Soffe Facility as current debt. facility.
The Delta Facilitycredit facility contains a subjective acceleration clause and a “springing” lockbox arrangement (as defined in EITF 95-22), whereby remittances from customers arewill be forwarded to the Company’sour general bank account and dowill not reduce the outstanding debt until and unless a specified event or an event of default occurs. Pursuant to EITF 95-22, we are classifyingwill classify borrowings under the Delta Facilitynew facility as noncurrent debt.
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In addition to the credit facilitiesfacility with Wachovia Bank, National Association, we have a seller note payable to the former SoffeJunkfood shareholders pursuant to the StockAsset Purchase Agreement dated as of October 3, 2003.August 22, 2005. The $8.0$2.5 million seller note bears interest at 9%, is payable in equal quarterly, and requires annual principal payments through September 30, 2006.of $500, $750, and $1,250 for each of the periods ending August 22, 2006, 2007, and 2008, respectively. At July 2, 2005,1, 2006, we had $5.2$2.5 million outstanding under the note at an interest ratenote.
In conjunction with the acquisition of 8.0%.
The terms ofJunkfood and entry into the Seller Note prohibitAmended Loan Agreement, on August 23, 2005, M. J. Soffe Co. from making any cash dividends or distributions, loans or extraordinary paymentspaid approximately $5 million to us, except forsatisfy in full the following: payments relating to taxes permitted under the Soffe Facility, payments for services permitted under the Soffe Facility, subject to the reasonable approval of certain of the sellers; an annual payment of
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management fees not to exceed $370,000; payments for goods in the ordinary course of business; and additional dividends or other distributions up to an aggregate of 10%Promissory Note of M. J. Soffe Co.’s cumulative net after-tax income, provided that no payment default on the Seller dated as of October 3, 2003, which was made in connection with our acquisition of M. J. Soffe Co. The Promissory Note has occurred or would result from the dividend or distribution (however, those additional dividends or distributions are not currently permitted underwas made in favor of the Soffe Facility).sellers, James F. Soffe, John D. Soffe, and Anthony M. Cimaglia.
The aggregate maturities of debt are as follows:
| | | | | |
| Fiscal Year | | | | |
| 2006 | | $ | 15,065 | |
| 2007 | | | 15,236 | |
| 2008 | | | 1,600 | |
| 2009 | | | 400 | |
| 2010 | | | — | |
| Thereafter | | | — | |
| | | | |
| | | $ | 32,301 | |
| | | | |
On August 22, 2003, we refinanced the Delta Facility and consolidated the Soffe Facility with it (see Note 17).| | | | | |
| Fiscal Year | | | | |
| 2007 | | $ | 500 | |
| 2008 | | | 48,900 | |
| 2009 | | | 1,250 | |
| | | | |
| | | $ | 50,650 | |
| | | | |
NOTE 7—9—SALE 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 or estimated after-tax gain of $0.26 per diluted share.in the fiscal year ended July 2, 2005.
NOTE 8—10—INCOME TAXES
The provision for income taxes consisted of:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended | | | Year ended | |
| | | July 2, | | July 3, | | June 28, | | | July 1, | | July 2, | | July 3, | |
| | | 2005 | | 2004 | | 2003 | | | 2006 | | 2005 | | 2004 | |
| Current: | | |
| Federal | | $ | 3,458 | | $ | 5,049 | | $ | 2,405 | | | $ | 7,471 | | $ | 3,458 | | $ | 5,049 | |
| State | | 681 | | 658 | | 304 | | | 1,308 | | 681 | | 658 | |
| Foreign | | 56 | | 191 | | 90 | | | 77 | | 56 | | 191 | |
| | | | | | | | | | | | | | | |
| Total current | | 4,195 | | 5,898 | | 2,799 | | | 8,856 | | 4,195 | | 5,898 | |
| | | | | | | | | | | | | | | |
| | | |
| Deferred: | | |
| Federal | | 1,270 | | | (1,221 | ) | | 811 | | | | (433 | ) | | 1,270 | | | (1,221 | ) |
| State | | 415 | | | (3 | ) | | 150 | | | | (73 | ) | | 415 | | | (3 | ) |
| | | | | | | | | | | | | | | |
| Total deferred | | 1,685 | | | (1,224 | ) | | 961 | | | | (506 | ) | | 1,685 | | | (1,224 | ) |
| | | | | | | | | | | | | | | |
| Income tax expense | | $ | 5,880 | | $ | 4,674 | | $ | 3,760 | | |
| Provision for income taxes | | | $ | 8,350 | | $ | 5,880 | | $ | 4,674 | |
| | | | | | | | | | | | | | | |
F-13F- 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 | | | Year ended | |
| | | July 2, | | July 3, | | June 28, | | | July 1, | | July 2, | | July 3, | |
| | | 2005 | | 2004 | | 2003 | | | 2006 | | 2005 | | 2004 | |
| Income tax expense at the statutory rate | | $ | 5,993 | | $ | 5,041 | | $ | 3,340 | | | $ | 8,118 | | $ | 5,993 | | $ | 5,041 | |
| State income tax expense net of federal income tax effect | | 712 | | 426 | | 200 | | | 803 | | 712 | | 426 | |
| Nondeductible items in foreign jurisdictions | | 6 | | 139 | | — | | | 8 | | 6 | | 139 | |
| Reversal of liability associated with tax sharing agreement | | — | | | (940 | ) | | — | | | — | | — | | | (940 | ) |
| Permanent reinvestment of foreign earnings | | | (909 | ) | | — | | — | | | | (297 | ) | | | (909 | ) | | — | |
| Section 199 deduction under the American Jobs Creation Act of 2004 | | | | (237 | ) | | — | | — | |
| Valuation allowance adjustments | | 88 | | — | | — | | | — | | 88 | | — | |
| Nondeductible amortization and other permanent differences | | 43 | | 79 | | | (71 | ) | | 42 | | 43 | | 79 | |
| Other | | | (53 | ) | | | (71 | ) | | 291 | | | | (87 | ) | | | (53 | ) | | | (71 | ) |
| | | | | | | | | | | | | | | |
| Income tax expense | | $ | 5,880 | | $ | 4,674 | | $ | 3,760 | | | $ | 8,350 | | $ | 5,880 | | $ | 4,674 | |
| | | | | | | | | | | | | | | |
Significant components of our deferred tax assets and liabilities are as follows:
| | | | | | | | | | | | | | | | | |
| | | July 2, | | July 3, | | | July 1, | | July 2, | |
| | | 2005 | | 2004 | | | 2006 | | 2005 | |
| Deferred tax assets: | | |
| State net operating loss carryforward | | $ | 475 | | $ | 487 | | | $ | 445 | | $ | 475 | |
| Deferred compensation | | — | | 2,160 | | |
| Earnout provision | | 1,898 | | — | | | 1,329 | | 1,898 | |
| Currently nondeductible accruals | | 1,030 | | 2,071 | | | 2,036 | | 1,030 | |
| | | | | | | | | | | |
| Gross deferred tax assets | | 3,403 | | 4,718 | | | 3,810 | | 3,403 | |
| | | |
| Less valuation allowance | | | (146 | ) | | | (58 | ) | | | (146 | ) | | | (146 | ) |
| | | | | | | | | | | |
| Net deferred tax assets | | 3,257 | | 4,660 | | | 3,664 | | 3,257 | |
| | | | | | | | | | | |
| | | |
| Deferred tax liabilities: | | |
| Depreciation | | | (1,574 | ) | | | (1,510 | ) | | | (1,274 | ) | | | (1,574 | ) |
| Undistributed earnings in foreign subsidiaries | | — | | | (684 | ) | |
| Goodwill and intangibles | | | | (451 | ) | | — | |
| Other | | | (602 | ) | | | (1,213 | ) | | | (352 | ) | | | (602 | ) |
| | | | | | | | | | | |
| Gross deferred tax liabilities | | | (2,176 | ) | | | (3,407 | ) | | | (2,077 | ) | | | (2,176 | ) |
| | | | | | | | | | | |
| Net deferred tax asset | | $ | 1,081 | | $ | 1,253 | | | $ | 1,587 | | $ | 1,081 | |
| | | | | | | | | | | |
As of July 2, 2005,1, 2006, we had operating loss carryforwards of approximately $8.0$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. The netThere was no change in the total valuation allowance for the year ended July 2, 2005 was an increase of $88.1, 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.
During the fiscal year ending June 30, 2001, we recorded 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 the fiscal year ended July 3, 2004, we determined that it was no longer probable that a tax liability might occur as a result of this tax sharing agreement and we reversed the $0.9 million tax liability that had been created at that time.
NOTE 9—11—LEASES
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-14F- 19
Future minimum lease payments under non-cancelable operating leases as of July 2, 20051, 2006 were as follows:
| | | | | | | | | |
| Fiscal Year | | |
| 2006 | | $ | 4,440 | | |
| 2007 | | 3,972 | | | $ | 4,200 | |
| 2008 | | 3,576 | | | 4,066 | |
| 2009 | | 3,195 | | | 3,661 | |
| 2010 | | 2,986 | | | 3,337 | |
| 2011 | | | 2,429 | |
| Thereafter | | 7,711 | | | 5,584 | |
| | | | | | | |
| | | $ | 25,880 | | | $ | 23,277 | |
| | | | | | | |
Rent expense for all operating leases was approximately $5,035, $3,340 $2,955 and $1,727$2,955 for fiscal years 2006, 2005, 2004, and 2003,2004, respectively.
NOTE 10—12—EMPLOYEE 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 employee’s contributions. We contributed approximately $651, $450 $323 and $257$323 to the 401(k) Plan during fiscal years 2006, 2005 2004 and 2003,2004, 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 participant’s account. We expensed approximately $450, $383 and $122$383 related to the deferred compensation plans during fiscal years 2005, 2004 and 2003,2004, 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%, 7.25%5.15% and 7.25% for fiscal years 2006, 2005 2004 and 20032004 respectively. The following table presents the benefit obligation for these benefits, which is included in Accrued Expenses in the accompanying balance sheet.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | July 2, | | July 3, | | June 28, | | | July 1, | | July 2, | | July 3, | |
| | | 2005 | | 2004 | | 2003 | | | 2006 | | 2005 | | 2004 | |
| Change in benefit obligations: | | |
| Balance at beginning of year | | $ | 939 | | $ | 956 | | $ | 1,125 | | | $ | 962 | | $ | 939 | | $ | 956 | |
| Interest cost | | 80 | | 74 | | 74 | | | 82 | | 80 | | 74 | |
| Benefits paid | | | (77 | ) | | | (97 | ) | | | (118 | ) | | | (91 | ) | | | (77 | ) | | | (97 | ) |
| Actuarial adjustment | | 20 | | 6 | | | (125 | ) | | | (14 | ) | | 20 | | 6 | |
| | | | | | | | | | | | | | | |
| Balance at end of year | | $ | 962 | | $ | 939 | | $ | 956 | | | $ | 939 | | $ | 962 | | $ | 939 | |
| | | | | | | | | | | | | | | |
NOTE 11—13—STOCK 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”). WeEffective 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 electednot 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 follow Accounting Principles Board Opinion No.July 3, 2005, based on the grant date fair value estimated in accordance with the provisions of Statement 123(R).
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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 “Accounting for Stock Issued to Employees” (“APB 25”) and related Interpretations in accountingInterpretations. 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 our employee stock options. Information included in this footnote has been adjusted to reflect the 2-for-1 stock split effectiveyear ended July 1, 2006 includes compensation cost for all share-based payments granted, but not yet vested as of May 31, 2005.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. UnderAs 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 25,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 dohave 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-15F- 21
not recognize compensation expense asThe 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 priceof 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: | | | | |
| Basic—as reported | | $ | 1.35 | |
| Basic—pro forma | | $ | 1.29 | |
| |
| Diluted—as reported | | $ | 1.33 | |
| Diluted—pro forma | | $ | 1.28 | |
A summary of the status of our employeenonvested 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 equalsunder the market priceOption 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 underlying stock onactual benefit of the date of grant.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. As of July 2, 2005, awards covering 485,742 shares have been granted and awards covering 381,120 shares have been exercised under the Award Plan. 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. Accordingly,In fiscal year 2003, a three-year performance award was granted. These awards vested when we recognize compensation expense asfiled our Annual Report on Form 10-K for fiscal year 2005 based on the market valueachievement 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 increases and decreases fromwere granted. These awards will vest upon the grant date.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 $1,835 and $1,251$1,835 in fiscal years 2006, 2005 and 2004, respectively. Compensation expense is allocated between our cost of sales and 2003, respectively.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 stock option activity under the Option Plan and the Award Plan and related information is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | Weighted | | | | | | | Weighted | | | | | | | Weighted | |
| | | | | | | Average | | | | | | | Average | | | | | | | Average | |
| | | Shares | | | Exercise
Price | | | Shares | | | Exercise
Price | | | Shares | | | Exercise
Price | |
| Outstanding at beginning of year | | | 313,142 | | | $ | 1.67 | | | | 483,400 | | | $ | 1.89 | | | | 615,740 | | | $ | 2.00 | |
| Granted | | | 213,240 | | | $ | 8.65 | | | | 51,602 | | | $ | 0.01 | | | | 148,800 | | | $ | 0.01 | |
| Exercised | | | (264,100 | ) | | $ | 1.98 | | | | (209,220 | ) | | $ | 1.79 | | | | (271,940 | ) | | $ | 1.11 | |
| Forfeited | | | (9,380 | ) | | $ | 6.01 | | | | (12,640 | ) | | $ | 1.48 | | | | (9,200 | ) | | $ | 2.03 | |
| | | | | | | | | | | | | | | | | | | |
| Outstanding at end of year | | | 252,902 | | | $ | 7.07 | | | | 313,142 | | | $ | 1.67 | | | | 483,400 | | | $ | 1.89 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Exercisable at end of year | | | — | | | | | | | | 65,000 | | | | | | | | 70,000 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted-average fair value of options granted during the year | | $ | 6.30 | | | | | | | $ | 7.97 | | | | | | | $ | 6.39 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares available for future grants | | | 1,504,758 | | | | | | | | 1,717,998 | | | | | | | | 1,769,600 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
The exercise price for options outstandingnonvested awards as of July 2, 20051, 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 $11.28, except for 94,402 shares covered by$2.2 million of total unrecognized compensation cost related to non-vested awards outstanding under the Award Plan for which the exercise price was $0.01. The weighted average remaining contractual life of the options outstandingPlan. This cost is approximately 6 years.
The pro forma information regarding net income and earnings per share disclosed in Note 2 is required by SFAS 123expected to be determined as if we had accounted for our employee stock options under the fair value methodrecognized over a period of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions: risk-free interest rates of 3.46% in 2005, 1.3% in 2004 and 5.5% in 2003, dividend yield of 1.3%, 1.5% and 1.7% in 2005, 2004 and 2003, respectively, volatility factor of the expected market price of our common stock of .350, .233 and .394 in 2005, 2004 and 2003, respectively, and expected lives of one to ten1.1 years.
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.
NOTE 12—14—BUSINESS SEGMENTS
We operate our business in two distinct segments: activewear apparelActivewear Apparel and retail-ready apparel.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 apparelActivewear Apparel segment (formerly the Delta segment) comprises our business units primarily focused on undecorated garment styles that are characterized by low fashion risk. We market, distribute and manufacture unembellished knit apparel
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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 apparelRetail-Ready Apparel segment (formerly the Soffe 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.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.
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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 | | | | | Corporate | | | |
| | | Activewear | | Retail-Ready | | and | | | | | 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 | |
| | | Apparel | | Apparel | | Unallocated | | Consolidated | | |
Fiscal Year 2005: | | |
| Net sales | | $ | 143,434 | | $ | 84,631 | | $ | — | | $ | 228,065 | | | $ | 143,434 | | $ | 84,631 | | $ | — | | $ | 228,065 | |
| Segment operating income | | 10,013 | | 10,421 | | | (289 | ) | | 20,145 | | | 10,013 | | 10,421 | | | (289 | ) | | 20,145 | |
| Segment assets | | 91,382 | | 68,132 | | — | | 159,514 | | | 91,382 | | 68,132 | | — | | 159,514 | |
| Purchases of property, plant and equipment | | 10,308 | | 660 | | — | | 10,968 | | | 10,308 | | 660 | | — | | 10,968 | |
| | | |
Fiscal Year 2004: | | |
| Net sales | | $ | 137,419 | | $ | 70,694 | | $ | — | | $ | 208,113 | | | $ | 137,419 | | $ | 70,694 | | $ | — | | $ | 208,113 | |
| Segment operating income | | 7,638 | | 9,631 | | | (243 | ) | | 17,026 | | | 7,638 | | 9,631 | | | (243 | ) | | 17,026 | |
| Segment assets | | 95,691 | | 73,688 | | — | | 169,379 | | | 95,691 | | 73,688 | | — | | 169,379 | |
| Purchases of property, plant and equipment | | 1,968 | | 241 | | — | | 2,209 | | | 1,968 | | 241 | | — | | 2,209 | |
| | | |
Fiscal Year 2003: | | |
| Net sales | | $ | 129,521 | | — | | — | | $ | 129,521 | | |
| Segment operating income | | 10,555 | | — | | — | | 10,555 | | |
| Segment assets | | 94,447 | | — | | — | | 94,447 | | |
| Purchases of property, plant and equipment | | 4,704 | | — | | — | | 4,704 | | |
The following reconciles the Segment Operating Income to the consolidated income before income taxes.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended | | | Year Ended | |
| | | July 2, | | July 3, | | June 28, | | | July 1, | | July 2, | | July 3, | |
| | | 2005 | | 2004 | | 2003 | | | 2006 | | 2005 | | 2004 | |
| Segment operating income | | $ | 20,145 | | $ | 17,026 | | $ | 10,555 | | | $ | 27,013 | | $ | 20,145 | | $ | 17,026 | |
| Unallocated interest expense | | 3,022 | | 2,622 | | 732 | | | 3,819 | | 3,022 | | 2,622 | |
| | | | | | | | | | | | | | | |
| Consolidated income before taxes | | $ | 17,123 | | $ | 14,404 | | $ | 9,823 | | | $ | 23,194 | | $ | 17,123 | | $ | 14,404 | |
| | | | | | | | | | | | | | | |
NOTE 13—15—COMMITMENTS AND CONTINGENCIES
(a) Litigation
AtOn 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-17F- 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 2, 2005,1, 2006, minimum payments under these contracts were as follows:
| | | | | | | | | |
| Natural gas | | | 614 | |
| Yarn | | 37,961 | | | 24,800 | |
| Finished fabric | | 178 | | | 298 | |
| Finished apparel products | | 2,010 | | | 2,573 | |
| | | | | | | |
| | | $ | 40,149 | | | $ | 28,285 | |
| | | | | | | |
(c) Letters of Credit
As of July 2, 2005,1, 2006, we had outstanding standby letters of credit totaling $810.$575 and outstanding commercial letters of credit totaling $346.
NOTE 14—16—RELATED 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 the Acquisition.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 15—17—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Presented below is a summary of our unaudited consolidated quarterly financial information for the years ended July 2, 20051, 2006 and July 3, 2004.2, 2005.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2005 Quarter Ended | | 2004 Quarter Ended | | 2006 Quarter Ended | | 2005 Quarter Ended | |
| | | October 2 | | January 1 | | April 2 ** | | July 2 | | September 27 | | December 27 | | March 27 | | July 3 | | | October 1 | | December 31 | | April 1 | | July 1 | | October 2 | | January 1 | | April 2* | | July 2 | |
| Net sales | | $ | 54,300 | | $ | 49,195 | | $ | 58,272 | | $ | 66,297 | | $ | 30,802 | | $ | 45,623 | | $ | 58,805 | | $ | 72,883 | | | $ | 60,573 | | $ | 57,702 | | $ | 69,365 | | $ | 82,468 | | $ | 54,300 | | $ | 49,195 | | $ | 58,272 | | $ | 66,297 | |
| Gross profit | | 11,577 | | 10,816 | | 14,744 | | 16,773 | | 4,082 | | 8,909 | | 14,431 | | 20,839 | | | 18,694 | | 18,269 | | 19,216 | | 23,707 | | 11,577 | | 10,816 | | 14,744 | | 16,773 | |
| Operating income | | 3,141 | | 2,707 | | 7,968 | | 6,329 | | 1,104 | | 730 | | 5,532 | | 9,659 | | | 5,994 | | 4,501 | | 5,263 | | 10,598 | | 3,131 | | 2,722 | | 4,352 | | 5,823 | |
| Net income (loss) | | 1,444 | | 1,154 | | 5,445 | | 3,200 | | 589 | | | (91 | ) | | 3,813 | | 5,419 | | |
| Basic EPS * | | $ | 0.17 | | $ | 0.14 | | $ | 0.65 | | $ | 0.38 | | $ | 0.07 | | | ($0.01 | ) | | $ | 0.47 | | $ | 0.66 | | |
| Diluted EPS * | | $ | 0.17 | | $ | 0.13 | | $ | 0.64 | | $ | 0.37 | | $ | 0.07 | | | ($0.01 | ) | | $ | 0.46 | | $ | 0.64 | | |
| 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 | |
| | |
* | | Adjusted for 2-for-1 stock split effective as of May 31, 2005 |
|
** | | 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 16—18—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.
NOTE 17—19—SUBSEQUENT EVENTEVENTS
On August 22, 2005, Delta Apparel, through its newly-formed, wholly-owned subsidiary, Junkfood Clothing Company (“Junkfood”), purchased17, 2006, we signed an asset purchase agreement to acquire substantially all of the net assets of Liquid Blaino Designs,privately held Fun-Tees, Inc. d/b/a Junkfood Clothing (“Seller”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
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circumstances, including, among others, by us if we are unable to obtain satisfactory financing and itsby 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 licensedprivate 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 brandedcolors. 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, pursuantprimarily 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 an Asset Purchase Agreement (the “Asset Purchase Agreement”) among Delta Apparel, Junkfood, Seller,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 shareholderstotal capital investment in Ceiba Textiles will be approximately $25 million, which includes the cost of Seller, Natalie Grof and Blaine Halvorson (the “Acquisition”).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-18F- 26
The aggregate consideration paid to Seller for substantially all of the assets of Seller consisted of (i) a cash payment of $20 million (subject to a post-closing adjustment based on the actual working capital purchased); 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. 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).
In connection with the Acquisition, Junkfood entered into employment agreements with Natalie Grof and Blaine Halvorson, each of which has a four-year term. Pursuant to the employment agreements, Natalie Grof and Blaine Halvorson will serve as Chief Executive Officer and President, respectively, of Junkfood. Also, the Asset Purchase Agreement provides that each of Natalie Grof and Blaine Halvorson will serve on the board of directors of Junkfood during the term of his or her employment with Junkfood. Pursuant to the Asset Purchase Agreement, Junkfood assumed Seller’s lease of corporate office space in Los Angeles, California, and the business of Junkfood will continue to be headquartered in Los Angeles, California.
Also on August 22, 2005, Delta Apparel, Junkfood, and M. J. Soffe Co. refinanced Delta Apparel’s $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 Delta Apparel, Junkfood, and M. J. Soffe Co. 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 Delta Apparel’s credit facility and M. J. Soffe Co.’s credit facility.
The new 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 a bank’s prime rate plus an applicable margin. The facility requires monthly installment payments of approximately $265,000 per month in connection with fixed asset amortizations, and these amounts reduce the amount of availability under the facility.
The new 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, on August 23, 2005, in connection with the Acquisition and entry into the Amended Loan Agreement, 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 Delta Apparel’s 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.
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SCHEDULE II — CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
DELTA APPAREL, INC. AND SUBSIDIARIES
(In thousands)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Beginning | | Purchase | | Ending | | | Beginning | | Purchase | | Ending | |
| | | Balance | | Accounting * | | Expense | | Write-Offs | | Balance | | | Balance | | Accounting * | | Expense | | Write-Offs | | Balance | |
| 2006 | | | $ | 1,290 | | $ | — | | $ | (123 | ) | | $ | (116 | ) | | $ | 1,051 | |
| 2005 | | $ | 529 | | $ | — | | $ | 793 | | $ | (32 | ) | | $ | 1,290 | | | 529 | | — | | 793 | | | (32 | ) | | 1,290 | |
| 2004 | | 1,307 | | 378 | | | (153 | ) | | | (1,003 | ) | | 529 | | | 1,307 | | 378 | | | (153 | ) | | | (1,003 | ) | | 529 | |
| 2003 | | 969 | | — | | 722 | | | (384 | ) | | 1,307 | | |
RETURNS AND ALLOWANCES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Beginning | | Purchase | | Ending | | | Beginning | | Purchase | | | | Ending |
| | | Balance | | Accounting * | | Expense | | Credits Issued | | Balance | | | Balance | | Accounting * | | Expense | | Credits Issued | | Balance |
| | | | | | | | | | | | | |
| 2006 | | | $ | 604 | | $ | 987 | | $ | 6,961 | | $ | (7,434 | ) | | $ | 1,118 | |
| 2005 | | $ | 637 | | $ | — | | $ | 6,419 | | $ | (6,452 | ) | | $ | 604 | | | 637 | | — | | 6,419 | | | (6,452 | ) | | 604 | |
| 2004 | | 216 | | 369 | | 3,942 | | | (3,890 | ) | | 637 | | | 216 | | 369 | | 3,942 | | | (3,890 | ) | | 637 | |
| 2003 | | 543 | | — | | 3,195 | | | (3,522 | ) | | 216 | | |
TOTAL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Beginning | | Purchase | | Write-Offs/ | | Ending | | | Beginning | | Purchase | | Write-Offs/ | | Ending | |
| | | Balance | | Accounting * | | Expense | | Credits Issued | | Balance | | | 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 | | | 1,166 | | — | | 7,212 | | | (6,484 | ) | | 1,894 | |
| 2004 | | 1,523 | | 747 | | 3,789 | | | (4,893 | ) | | 1,166 | | | 1,523 | | 747 | | 3,789 | | | (4,893 | ) | | 1,166 | |
| 2003 | | 1,512 | | — | | 3,917 | | | (3,906 | ) | | 1,523 | | |
MARKET AND OBSOLESCENCE RESERVE
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Beginning | | Purchase | | Ending | | | Beginning | | Purchase | | Ending | |
| | | Balance | | Accounting * | | Expense ** | | Deductions ** | | Balance | | | Balance | | Accounting * | | Expense ** | | Deductions ** | | Balance | |
| 2006 | | | $ | 2,371 | | $ | 220 | | $ | (977 | ) | | $ | — | | $ | 1,614 | |
| 2005 | | $ | 2,820 | | $ | — | | $ | (449 | ) | | $ | — | | $ | 2,371 | | | 2,820 | | — | | | (449 | ) | | — | | 2,371 | |
| 2004 | | 648 | | 2,762 | | | (590 | ) | | — | | 2,820 | | | 648 | | 2,762 | | | (590 | ) | | — | | 2,820 | |
| 2003 | | 677 | | — | | | (29 | ) | | — | | 648 | | |
| | |
| * | | Represents the allowance provided for as a result of the acquisition of M. J. Soffe Co. on October 3, 2003.2003 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. |
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