UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
December 31, 2022April 1, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
For the transition period from
 
________
 
to ________
Commission File Number
1-15583
DELTA APPAREL, INC.

(Exact name of registrant as specified in its charter)
Georgia
58-2508794
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
2750 Premier Parkway
,
Suite 100
Duluth
,
Georgia
30097
(Address of principal executive offices)
(Zip Code)
 
(
678
)
775-6900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01
DLA
NYSE American
 
Indicate by
 
check mark
 
whether the
 
registrant (1) has
 
filed all
 
reports required
 
to be
 
filed by
 
Section 13 or
 
15(d) of
 
the Securities
 
Exchange Act
 
of 1934
 
during the
preceding 12 months (or
 
for such shorter
 
period that the
 
registrant was required
 
to file such
 
reports), and (2) has
 
been subject to
 
such filing requirements
 
for the past
90 days. Yes
 
No
 
Indicate by check mark whether the
 
registrant has submitted electronically every Interactive Data File required to
 
be submitted pursuant to Rule 405 of
 
Regulation S-T
during the preceding 12 months (or for such shorter period that
 
the registrant was required to submit such files).
Yes
 
No
 
Indicate by check mark whether
 
the registrant is a large accelerated
 
accelerated filer, an accelerated filer, a non-accelerated
 
filer, a smaller reporting company, or an emerging
 
growth
company. See the definitions
 
of “large accelerated filer,”
 
“accelerated filer”,
 
“smaller reporting company”
 
and "emerging growth
 
company" in Rule
 
Rule 12b-2 of the
 
Exchange
Act.
 
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
 
If an emerging
 
growth company,
 
indicate by check
 
mark if the
 
registrant has elected
 
not to use
 
the extended transition
 
period for complying
 
with any new
 
or revised
financial accounting standards provided pursuant to Section 13(a)
 
of the Exchange Act
 
Indicate by check mark whether the registrant is a shell company
 
(as defined in Rule 12b-2 of the Exchange Act). Yes
 
No
 
As of January 27,
April 28, 2023,
 
there were outstanding
7,001,020
 
shares of the registrant’s
 
registrant’s common
stock, par value
of $0.01
 
per share,
which is the
 
only class of
outstanding
common or voting stock of the registrant.
 
TABLE OF CONTENTS
 
 
 
Page
PART
 
I.
 
 
 
 
Item 1.
 
 
 
 
 
3
 
 
 
4
 
 
 
5
 
 
 
6
 
 
 
7
 
 
 
8
8
 
8
 
8
 
9
 
9
 
910
 
1011
 
1011
 
1011
 
11
 
12
 
1213
 
13
 
13
 
1314
 
1314
 
 
Item 2.
15
 
 
Item 4.
18
 
 
PART
 
II.
18
 
 
Item 1.
18
 
 
Item 1A.
18
 
 
Item 2.
18
 
 
Item 5.
18
 
 
Item 6.
18
 
 
 
2120
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
PART 1.
 
FINANCIAL INFORMATION
 
Item 1.
 
Financial Statements
 
Delta Apparel, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
 
(Amounts in thousands, except share amounts and per share data)
(Unaudited)
 
December 2022March 2023
September 2022
Assets
Cash and cash equivalents
$
327625
$
300
Accounts receivable, less allowances of $
63124
 
and $
109
, respectively
57,75562,020
68,215
Other receivables
2,3961,125
1,402
Income tax receivable
1,3631,680
1,969
Inventories, net
258,891243,167
248,538
Prepaid expenses and other current assets
4,1144,096
2,755
Total current assets
324,846312,713
323,179
Property, plant and equipment, net of accumulated depreciation of $
111,194114,569
 
and $
108,565
, respectively
72,77170,739
74,109
Goodwill
37,897
37,897
Intangibles, net
23,42722,834
24,026
Deferred income taxes
1,342
1,342
Operating lease assets
49,31356,174
50,275
Equity method investment
9,0459,036
9,886
Other assets
2,8002,239
2,967
Total assets
$
521,441512,974
$
523,681
Liabilities and Equity
Liabilities:
Accounts payable
$
79,84466,071
$
83,553
Accrued expenses
20,80818,581
27,414
Income taxes payable
321671
379
Current portion of finance leases
8,6038,843
8,163
Current portion of operating leases
8,5858,861
8,876
Current portion of long-term debt
9,5148,962
9,176
Total current liabilities
127,675111,989
137,561
Long-term income taxes payable
2,8412,131
2,841
Long-term finance leases
18,46517,483
16,776
Long-term operating leases
42,01548,804
42,721
Long-term debt
148,899159,591
136,750
Deferred income taxes
2,232337
4,310
Total liabilities
$
342,127340,335
$
340,959
Shareholder's equity:
Preferred stock - $
0.01
 
par value,
2,000,000
 
shares authorized, none issued and outstanding
-
-
Common stock $
0.01
 
par value,
15,000,000
 
authorized,
9,646,972
 
shares issued, and
7,001,020
 
and
6,915,663
shares outstanding as of December 2022March 2023 and September 2022,
 
2022, respectively
96
96
Additional paid-in capital
60,55960,912
61,961
Retained earnings
163,035156,043
166,600
Accumulated other comprehensive income
210180
141
Treasury stock -
2,645,952
 
and
2,731,309
 
shares as of December 2022March 2023 and September 2022,
 
 
respectively
(43,896)
(45,420)
Equity attributable to Delta Apparel, Inc.
180,004173,335
183,378
Equity attributable to non-controlling interest
(690)(696)
(656)
Total equity
179,314172,639
182,722
Total liabilities and equity
$
521,441512,974
$
523,681
 
See accompanying Notes to Condensed Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Delta Apparel, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
 
(Amounts in thousands, except per share data)
(Unaudited)
 
Three Months Ended
DecemberSix Months Ended
March 2023
March 2022
December 2021March 2023
March 2022
Net sales
$
107,295110,335
$
110,746131,698
$
217,630
$
242,444
Cost of goods sold
93,67294,126
87,74398,176
187,798
185,919
Gross profit
13,62316,209
23,00333,522
29,832
56,525
Selling, general and administrative expenses
18,87019,298
17,48219,714
38,168
37,197
Other expense (income), net
(2,621)2,265
(395)(533)
(356)
(929)
Operating (loss) income
(2,626)(5,354)
5,91614,341
(7,980)
20,257
Interest expense, net
2,8903,723
1,5981,801
6,613
3,399
(Loss) earningsincome before (benefit from) provision for income taxes
(5,516)(9,077)
4,31812,540
(14,593)
16,858
(Benefit from) provision for income taxes
(1,917)(2,079)
6482,414
(3,996)
3,062
Consolidated net (loss) earningsincome
(3,599)(6,998)
3,67010,126
(10,597)
13,796
Net (loss) income attributable to non-controlling interest
(34)(6)
25(11)
(40)
14
Net (loss) earnings attributable to shareholders
$
(3,565)(6,992)
$
3,64510,137
$
(10,557)
$
13,782
 
 
Basic (loss) income per share
$
(0.51)(1.00)
$
0.521.46
$
(1.51)
$
1.98
Diluted (loss) income per share
$
(0.51)(1.00)
$
0.511.44
$
(1.51)
$
1.95
 
Weighted average number of shares outstanding
6,9547,001
6,9996,953
6,978
6,976
Dilutive effect of stock awards
-
8687
-
87
Weighted average number of shares assuming dilution
6,9547,001
7,0857,040
6,978
7,063
 
See accompanying Notes to Condensed Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5
Delta Apparel, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Amounts in thousands)
(Unaudited)
 
Three Months Ended
DecemberSix Months Ended
March 2023
March 2022
December 2021March 2023
March 2022
Net (loss) income attributable to shareholders
$
(3,565)(6,992)
$
3,64510,137
$
(10,557)
$
13,782
Other comprehensive income(loss) gain related to unrealized gain(loss)
 
gain on
on derivatives, net of income tax
69(30)
212381
39
593
Consolidated comprehensive (loss) income
$
(3,496)(7,022)
$
3,85710,518
$
(10,518)
$
14,375
 
See accompanying Notes to Condensed Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6
Delta Apparel, Inc. and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
(Amounts in thousands, except share amounts)
(Unaudited)
 
Accumulated
Additional
Other
Non-
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Controlling
Shares
Amount
Capital
Earnings
Income
Shares
Amount
Interest
Total
Balance as of September
September 2022
9,646,972
$
96
$
61,961
$
166,600
$
141
2,731,309
$
(45,420)
$
(656)
$
182,722
Net loss
-
-
-
(3,565)
-
-
-
-
(3,565)
Other comprehensive
income
-
-
-
-
69
-
-
-
69
Net loss attributable to non-
non-controlling
controlling interest
-
-
-
-
-
-
-
(34)
(34)
Purchase of common
stock
-
-
-
-
-
-
-
-
-
Vested stock awards
-
-
(2,067)
-
-
(85,357)
1,524
-
(543)
Stock based
compensation
-
-
665
-
-
-
-
-
665
Balance as of December
December 2022
9,646,972
$
96
$
60,559
$
163,035
$
210
2,645,952
$
(43,896)
$
(690)
$
179,314
Net loss
-
-
-
(6,992)
-
-
-
-
(6,992)
Other comprehensive loss
-
-
-
-
(30)
-
-
-
(30)
Net loss attributable to non-
controlling interest
-
-
-
-
-
-
-
(6)
(6)
Stock based compensation
-
-
353
-
-
-
-
-
353
Balance as of March 2023
9,646,972
$
96
$
60,912
$
156,043
$
180
2,645,952
$
(43,896)
$
(696)
$
172,639
Accumulated
Additional
Other
Non-
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Controlling
Shares
Amount
Capital
Earnings
(Loss)
Shares
Amount
Interest
Total
Balance as of
September 2021
9,646,972
$
96
$
60,831
$
146,860
$
(786)
2,672,312
$
(42,149)
$
(658)
$
164,194
Net income
-
-
-
3,645
-
-
-
-
3,645
Other comprehensive
income
-
-
-
-
212
-
-
-
212
Net income attributable to
to non-controlling
interest
-
-
-
-
-
-
-
25
25
Purchase of common
stock
-
-
-
-
-
74,232
(2,143)
-
(2,143)
Vested stock awards
-
-
(1,766)
-
-
(76,460)
674
-
(1,092)
Stock based
compensation
-
-
140
-
-
-
-
-
140
Balance as of December
2021
9,646,972
$
96
$
59,205
$
150,505
$
(574)
2,670,084
$
(43,618)
$
(633)
$
164,981
Net income
-
-
-
10,137
-
-
-
-
10,137
Other comprehensive income
-
-
-
-
381
-
-
-
381
Net loss attributable to non-
controlling interest
-
-
-
-
-
-
-
(11)
(11)
Purchase of common stock
-
-
-
-
-
28,015
(846)
-
(846)
Stock based compensation
-
-
714
-
-
-
-
-
714
Balance as of March 2022
9,646,972
$
96
$
59,919
$
160,642
$
(193)
2,698,099
$
(44,464)
$
(644)
$
175,356
 
See accompanying Notes to Condensed Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
Delta Apparel, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
 
ThreeSix Months Ended
DecemberMarch 2023
March 2022
December 2021
Operating activities:
Consolidated net (loss) earnings
$
(3,599)(10,597)
$
3,67013,796
Adjustments to reconcile net (loss) earnings to net cash
 
used in operating activities:
Depreciation and amortization
3,8447,642
3,6297,434
Amortization of deferred financing fees
84268
81162
Change in inventory market reserves
(3,540)
1,290
(Benefit from) provision for deferred income taxes
(2,101)(3,986)
754
Change in inventory market reserves
163
851583
Non-cash stock compensation
6651,018
140854
GainLoss on disposal of equipment
5869
2383
Loss on impairment of equipment
860
-
Other, net
(89)(390)
(390)(1,180)
Changes in operating assets and liabilities:
-
-
Accounts receivable
9,4666,472
1,993(10,524)
Inventories net
(10,516)8,911
(22,206)(37,278)
Prepaid expenses and other current assets
(1,443)(1,609)
(1,449)(66)
Other non-current assets
1,1882,019
6991,014
Accounts payable
(3,723)(17,657)
7,58411,742
Accrued expenses
(5,030)(8,659)
(7,572)(3,215)
NetChange in net operating lease liabilities
(35)169
206243
Income taxes
(854)(129)
(140)1,352
Other liabilities
-
(1,050)(1,049)
Net cash used in operating activities
(11,922)(19,139)
(13,198)(14,459)
Investing activities:
Purchases of property and equipment, net
(2,081)(2,495)
(1,822)(7,670)
Proceeds from sale of property and equipment
-
33
Proceeds from equipment under financefinanced leases
4,417
-
Cash paid for intangible asset
-
(51)(109)
Cash paid for business
-
(583)
Net cash provided by (used in) investing activities
2,3361,922
(2,456)(8,329)
Financing activities:
Proceeds from long-term debt
133,918254,103
138,543265,034
Repayment of long-term debt
(121,431)(231,476)
(121,293)(243,483)
Repayment of capital financing
(2,332)(4,543)
(1,783)(3,630)
Repurchase of common stock
-
(1,718)(2,989)
Payment of withholding taxes on stock awards
(542)
(1,092)
Net cash provided by financing activities
9,61317,542
12,65713,840
Net increase (decrease) in cash and cash equivalents
27325
(2,997)(8,948)
Cash and cash equivalents at beginning of period
300
9,376
Cash and cash equivalents at end of period
$
327625
$
6,379428
Supplemental cash flow information
Finance lease assets exchanged for finance lease liabilities
$
4,4615,930
$
205,379
Operating lease assets exchanged for operating lease liabilities
$
1,80710,991
$
1,4014,397
 
See accompanying Notes to Condensed Consolidated Financial
 
Statements.
 
 
 
 
 
 
 
 
8
Delta Apparel, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note A— Description of Business and Basis of Presentation
 
Delta Apparel, Inc. (collectively with DTG2Go, LLC, Salt Life, LLC, M.J. Soffe, LLC, and other subsidiaries, "Delta Apparel," "we," "us," "our," or the "Company") is
a vertically-integrated, international apparel company with approximately
8,5007,000
 
employees worldwide. We design, manufacture,
 
source, and market a diverse portfolio
of core activewear and lifestyle apparel products under our primary brands of Salt Life®, Soffe®, and Delta. We are a
 
market leader in the on-demand, digital print and
fulfillment industry,
 
bringing DTG2Go's proprietary
 
technology and innovation
 
to our customers'
 
supply chains.
We
 
specialize in selling
 
casual and
 
athletic products
through a variety of distribution
 
channels and tiers, including outdoor
 
and sporting goods retailers,
 
independent and specialty stores,
 
better department stores and mid-tier
retailers, mass merchants, eRetailers, the U.S.
 
military, and through our
 
business-to-business digital platform. Our products are also
 
made available direct-to-consumer
on our ecommerce sites
 
and in our
 
branded retail stores.
 
Our diversified go-to-market
 
strategy allows us
 
to capitalize on
 
our strengths in providing
 
providing activewear and
lifestyle
apparel products to a broad and evolving customer base whose
 
shopping preferences may span multiple
retail channels.
 
We design and internally manufacture the majority
 
of our products, with more
 
than 90%
90
% of the apparel
 
units that we sell sewn
 
in our own facilities.
 
This allows us to
 
offer
a high degree of
 
consistency and quality, leverage
 
scale efficiencies, and react quickly
 
to changes in trends within the
 
marketplace. We have
 
manufacturing operations
located in
 
the United
 
States, El
 
Salvador, Honduras,
 
and Mexico,
 
and we
 
use domestic
 
and foreign
 
contractors as
 
additional sources
 
of production.
 
Our distribution
facilities are strategically located throughout the United States to better serve our customers with same-day shipping on our catalog products and weekly
 
replenishments
to retailers. We
 
were incorporated in Georgia in 1999, and
 
our headquarters is located in Duluth, Georgia.
 
Our common stock trades on the NYSE
 
American under the
symbol “DLA."
 
We operate on a
 
52-53 week
 
fiscal year
 
ending on
 
the Saturday
 
closest to
 
September 30.
 
Our 2023 fiscal
 
year is
 
a 52-week
 
year and
 
will end
 
on September
 
30, 2023 ("fiscal
2023"). Accordingly, this Quarterly Report on Form 10-Q presents our results for our firstsecond quarter of fiscal 2023. Our 2022 fiscal year was a 52-week year and ended on
on October 1, 2022 ("fiscal 2022").
 
For presentation purposes herein, all references to period
 
ended relate to the following fiscal years and dates:
 
Period Ended
Fiscal Year
Date Ended
December 2021
Fiscal 2022
January 1, 2022
March 2022
Fiscal 2022
April 2, 2022
June 2022
Fiscal 2022
July 2, 2022
September 2022
Fiscal 2022
October 1, 2022
December 2022
Fiscal 2023
December 31, 2022
March 2023
Fiscal 2023
April 1, 2023
 
We prepared the accompanying interim Condensed Consolidated
 
Financial Statements in accordance
 
with the instructions for Form
 
10-Q and Article 10 of Regulation S-
X. Accordingly, they do not include all of
 
the information and footnotes required
 
by U.S. generally accepted accounting
 
principles ("U.S. GAAP") for complete
 
financial
statements.
 
We
 
believe
 
these
 
Condensed
 
Consolidated
 
Financial
 
Statements include
 
all
 
normal
 
recurring
 
adjustments considered
 
necessary
 
for
 
a
 
fair
 
presentation.
Operating results
for the
three and six months ended December 2022March 2023 are
not necessarily
indicative of
the results
that may
be expected
for our
fiscal 2023.
Although our various
various product lines are
 
sold on a year-round
 
year-round basis,
the demand for
 
specific products or styles
 
styles reflects some seasonality.
 
seasonality. By
diversifying our product
 
lines and go-to-marketgo-to-
market strategies over
the years,
we have
reduced the
overall seasonality
of our
business. Consumer
demand for
apparel is
cyclical and
dependent upon
the overall
level of
of demand for soft
goods, which may or
may not coincide with
the overall level of
discretionary consumer spending.
These levels of demand
change as regional,
domestic
and international economic conditions
 
change. Therefore, the distribution
 
of sales by quarter in fiscal
 
2023 may not be indicative
 
of the distribution in future
 
years. These
Condensed Consolidated Financial Statements should be
 
read in conjunction with the
 
audited Consolidated Financial Statements and
 
footnotes included in our Annual
Report on Form 10-K for our fiscal 2022, filed with the United
 
States Securities and Exchange Commission (“SEC”).
 
Our Condensed Consolidated Financial Statements include the accounts of Delta
 
Apparel and its wholly-owned and majority-owned domestic and foreign subsidiaries.
We
apply the
equity method of
accounting for
our investment
in
31
% of
the outstanding
capital stock
 
of a
Honduran company.
During the three
six months
ended DecemberMarch
20222023 and December 2021, March 2022,
we received dividends
 
from this investment
of $
1.2
million and $
1.1
million, respectively.
Our Ceiba Textiles
manufacturing facility is
leased
under an operating lease
arrangement with this Honduran
company. During the six months
ended March 2023
and March 2022, we
paid approximately $
0.9
 
million and $under
0.6
million, respectively. Our Ceiba Textiles manufacturing facility is leased
under
an
operating
lease
arrangement with
this
Honduran
company.
During
the
three
months
ended
December
2022
and
December
2021, we
paid
approximately
$
0.4
million under this arrangement.
 
 
We make
 
available copies of materials we file
 
with, or furnish to, the SEC free
 
of charge at https://ir.deltaapparelinc.com.
 
The information found on our website is
not
part of this, or any
 
other, report that we
 
file with, or furnish to,
 
the SEC. In addition, we
 
will provide upon request, at no
 
cost, 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, Suite
 
100, Duluth,
Georgia 30097. Requests can also be made by telephone to 864-232-5200,
 
or via email at investor.relations@deltaapparel.com.
 
Note B—Accounting Policies
 
Our accounting policies are consistent with those described
 
in our Significant Accounting Policies in our Annual
 
Report on Form 10-K for our fiscal 2022, filed with
 
the
SEC. See Note C for consideration of recently issued
 
accounting standards.
Note C—New Accounting Standards
 
Standards Not Yet Adopted
 
In June 2016, the FASB
 
issued ASU No. 2016-13,
Financial Instruments - Credit Losses
 
(Topic 326):
 
Measurement of Credit
 
Losses on Financial Instruments
(“ASU
2016-13”), which requires an entity to assess impairment of its financial instruments
 
financial instruments based on the entity's estimate of expected credit losses. Since the
 
issuance of ASU
2016-13, the FASB released several amendments
 
to improve and clarify
 
the implementation guidance. These
 
standards have been collectively
 
codified within ASC Topic
326,
Credit Losses
(“ASC 326”). As a smaller reporting company as defined by
 
the SEC, the provisions of ASC 326 are effective
 
as of the beginning of our fiscal year
2024. We are currently evaluating the impacts of the provisions of ASC 326 on our financial condition,
 
results of operations, cash flows, and disclosures.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9
Note D—Revenue Recognition
 
Our Condensed Consolidated Statements of Operations
 
include revenue streams from retail sales
 
at our branded retail stores; direct-to-consumer
 
ecommerce sales on our
consumer-facing websites; and sales from wholesale channels,
which includes our business-to-business ecommerce sales and sales in
our DTG2Go business.
 
The table
below identifies the amount and percentage of net sales
 
by distribution channel (in thousands):
 
Three Months Ended
DecemberMarch 2023
March 2022
December 2021
Retail
$
3,4553,157
3
%
$
2,9032,370
31
%
Direct-to-consumer ecommerce
1,509
21
%
1,345710
1
%
Wholesale
102,331105,669
9596
%
106,498128,618
9698
%
Net sales
$
107,295110,335
100
%
$
110,746131,698
100
%
Six Months Ended
March 2023
March 2022
Retail
$
6,611
3
%
$
5,273
2
%
Direct-to-consumer ecommerce
2,672
1
%
2,054
1
%
Wholesale
208,347
96
%
235,117
97
%
Net sales
$
217,630
100
%
$
242,444
100
%
 
The table below provides net sales by reportable segment and
 
the percentage of net sales by distribution channel for
 
each reportable segment (in thousands):
 
Three Months Ended DecemberMarch 2023
Net Sales
Retail
Direct-to-consumer
ecommerce
Wholesale
Delta Group
$
91,344
0.0
%
0.3
%
99.7
%
Salt Life Group
18,991
16.5
%
6.9
%
76.6
%
Total
$
110,335
Three Months Ended March 2022
Net Sales
Retail
Direct-to-consumer
ecommerce
Wholesale
Delta Group
$
97,010115,335
0.1
%
0.1
%
99.8
%
Salt Life Group
16,363
14.1
%
3.3
%
82.6
%
Total
$
131,698
Six Months Ended March 2023
Net Sales
Retail
Direct-to-consumer
ecommerce
Wholesale
Delta Group
$
188,354
0.1
%
0.2
%
99.7
%
Salt Life Group
10,28529,276
33.022.3
%
12.77.8
%
54.369.9
%
Total
$
107,295217,630
 
ThreeSix Months Ended December 2021March 2022
Net Sales
Retail
Direct-to-consumer
ecommerce
Wholesale
Delta Group
$
101,921217,256
0.1
%
0.2
%
0.3
%
99.599.7
%
Salt Life Group
8,82525,188
30.419.8
%
12.06.3
%
57.673.9
%
Total
$
110,746242,444
 
Note E—Inventories
 
Inventories, net of reserves of $
17.814.1
 
million and $
17.7
 
million as of December 2022March 2023 and September 2022, respectively, consisted of the
 
following (in thousands):
 
December 2022March 2023
September 2022
Raw materials
$
22,16618,796
$
22,603
Work in process
20,35218,574
23,501
Finished goods
216,373205,797
202,434
$
258,891243,167
$
248,538
 
Raw materials include finished
 
yarn and direct materials for
 
the Delta Group, undecorated
 
garments for the DTG2Go business,
 
business, and direct embellishment materials
 
materials for the
Salt Life Group.
10
Note F—Debt
 
Credit Facility
 
On May 10, 2016,
 
we entered into
 
a Fifth Amended
 
and Restated Credit Agreement
 
(as further amended,
 
the “Amended Credit
 
Agreement”) with Wells
 
Fargo Bank,
National Association
 
(“Wells Fargo”), as Administrative
 
Agent, the Sole
 
Lead Arranger and
 
the Sole
 
Book Runner, and
 
the financial institutions
 
institutions named therein
 
therein as Lenders,
which are Wells Fargo,
 
PNC Bank,
 
and Regions
 
Bank. Our
 
subsidiaries M.J.
 
Soffe, LLC, Culver
 
City Clothing
 
Company, Salt Life,
 
LLC, and
 
DTG2Go, LLC
 
(collectively,
the "Borrowers"), are co-borrowers under
 
the Amended Credit Agreement.
 
The Borrowers entered into amendments
 
to the Amended Credit Agreement
 
with Wells Fargo
and the
other lenders
on November 27, 2017,
March 9, 2018, October
 
October 8, 2018, November 19,
2019, April 27, 2020,
August 28, 2020,
June 2,
2022, January 3,
2023,
February 3, 2023, and August
28, 2020.March 23, 2023.
 
On June 2, 2022, the Borrowers entered into a the
Seventh Amendment to the Fifth Amended and Restated
Credit Agreement with Wells
Fargo Bank (the “Agent”) and the
other lenders
 
set
forth
therein (the
“Seventh “Seventh Amendment”).
The Seventh
 
Amendment, (i)
removes LIBOR
based borrowing
 
and utilizes SOFR (Secured Overnight Financing Rate)
 
SOFR (Secured
Overnight
Financing Rate) as the
primary pricing structure, (ii) amends the
 
the pricing structure based on SOFR
plus a CSA (Credit Spread Adjustment)
 
defined as
10
 
bps for 1 month
and
15
 
bps for 3-month
3-month tenors, (iii)
sets the
SOFR floor to
0
 
bps, (iv)
reloads the fair market value
 
market value of
real estate and
intellectual property within the
 
the borrowing base
calculation and resets their
respective amortization
schedules, (v) sets
 
the maturity
date to
5
 
years from
the closing
date, and
 
(vi) updates the
requirement for
our Fixed
Charge Coverage
Ratio
(“FCCR”) for the preceding 12-month period
must to not be less than
1.0
 
(previously
1.1
).
On January 3, 2023, the Borrowers entered into the Eighth Amendment to
the Fifth Amended and Restated Credit Agreement with Wells Fargo and the other lenders set
forth therein (the “Eighth Amendment”). The Eighth
Amendment essentially clarifies the Amended
Credit Agreement’s provisions regarding the inclusion of eligible in-
transit inventory in the borrowing base and
amends the definition of Increased Reporting Event to include
12.5
% of the lesser of
the borrowing base and the maximum
revolver amount as opposed to
12.5
% of the line cap.
On February 3, 2023, the Borrowers entered into
the Ninth Amendment to the Fifth Amended and
Restated Credit Agreement with Wells Fargo and the other lenders set
forth therein (“Ninth Amendment”).
The Ninth Amendment adds
an Accommodation Period beginning
on the amendment date
and continuing through the
date following
September 30, 2023, upon which Borrowers satisfy minimum availability thresholds and during which: (i)
the minimum borrowing availability thresholds applicable to
the Amended Credit
Agreement are (a)
through (and including)
April 1, 2023,
$
7,500,000
, (b) on
and after April
2, 2023 through
(and including) June
4, 2023, $
9,000,000
,
(c) on and after June 5, 2023, through
the date following September 30, 2023,
upon which Borrowers satisfy minimum availability
thresholds, $
10,000,000
; and (d) at all
times thereafter,
$
0
; (ii)
the FCCR covenant
is suspended; (iii)
Borrowers must maintain
specified minimum EBITDA
levels for trailing
three-month periods starting
March 4, 2023; (iv) the Applicable Margin with respect to loans under
the Amended Credit Agreement is increased by
50
basis points; and (v) a Cash Dominion Trigger
Event occurs if availability is less than $
2,000,000
.
On March 23, 2023, the Borrowers entered into the Tenth Amendment to the Fifth Amended and Restated Credit Agreement with Wells
Fargo and the other lenders set
forth therein to account for specified costs and expenses
in calculating EBITDA for purposes of the Amended Credit
Agreement.
 
The Amended Credit Agreement allows us to borrow
 
up to $
170
 
million (subject to borrowing base limitations), including
 
a maximum of $
25
 
million in letters of credit.
Provided that no event of default exists,
 
we have the option to increase the
 
maximum credit to $
200
 
million (subject to borrowing base limitations),
 
conditioned upon the
Administrative Agent's ability to secure
 
additional commitments and customary closing conditions. The
 
Amended Credit Agreement contains a
 
subjective acceleration
clause and a “springing”
lockbox arrangement (as defined in
 
in ASC 470, Debt ("ASC 470"))Debt) whereby
 
remittances from customers will be
forwarded to our general bank
 
bank
account and
will not reduce
 
will not
reduce the outstanding
debt until
 
and unless a
 
a specified event
or an
 
event of default occurs.
 
default occurs. We classify
 
classify borrowings under
the Amended
 
Credit
Agreement as
long-term debt with consideration of current
maturities.
 
As of December 2022,March 2023, we had
 
$
142.3153.1
 
million outstanding under our U.S. revolving credit facility
 
at an average interest rate of
6.77.6
%. Our cash on hand combined
with the
the availability under the U.S. revolving
 
U.S. credit facility totaled $
27.212.8
 
million. At December 2022March 2023 and September
2022, there was $
23.119.6
 
million and $
24.9
 
million, respectively, of
retained earnings free of restrictions to make cash dividendsdividend
 
payments or stock repurchases.
See Note P—Subsequent Events for a discussion of the Eighth and Ninth Amendmentsrepurchases to the Fifth Amended and Restated Credit Agreement entered into on January 3,extent
2023, and February 3, 2023, respectively.permitted under our U.S. revolving credit facility.
 
10
Honduran Debt
 
Since March 2011, we have
 
entered into term loans and a
 
revolving credit facility with Banco Ficohsa, a
 
Honduran bank, to finance investments in both
 
the operations
and capital expansion of our
 
Honduran facilities. In December 2020, we
 
entered into a new term
 
loan and revolving credit facility with
 
Banco Ficohsa, both with
five
-
year terms, and
 
simultaneously settled
 
the prior term
 
loans and revolving
 
credit facility with
 
outstanding balances
 
at the time
 
of settlement of
 
$
1.1
 
million and
 
$
9.5
 
million,
respectively. Additionally, in May 2022, we entered
 
into a new term
 
loan with a
five
-year term with a
 
principal amount of $
3.7
 
million. These loans are
 
secured by a first-
priority lien on the assets of our Honduran operations and are not guaranteed by our U.S. entities.
 
These loans are denominated in U.S. dollars, and the carrying value of
the debt approximates its fair value. As the revolving
 
credit facility permits us to re-borrow funds up
 
to the amount repaid, subject to certain
 
objective covenants, and we
intend to re-borrow funds, subject to those covenants, the amounts
 
the amounts borrowed are classified as long-term debt.
 
El Salvador Debt
In September 2022, we entered into
 
a new term loan with
 
a
five
-year term with a principal amount of
 
$
3.0
 
million with Banco Ficohsa, a Panamanian bank,
 
bank, to finance
investments in our
 
El Salvador operations.
 
This loan is secured
 
by a first-priority lien
 
on the assets
 
of our El Salvador
 
operations and is
 
not guaranteed by
 
our U.S. entities.
The loan is
 
denominated in U.S.
 
dollars, and the
 
carrying value of
 
the debt approximates
 
its fair value.
 
Information about this
 
loan and
 
the outstanding balance
 
as of
December 2022March 2023 is listed as part of the long-term debt schedule
above. below.
Additional information about these loans and the outstanding balances
 
as of December 2022March 2023 is as follows (in thousands):
 
December 2022March 2023
Revolving credit facility with Banco Ficohsa, a Honduran bank,
 
with interest at
7.257.9
%, due August 2025
$
3,0833,300
Term loan with Banco Ficohsa, a Honduran bank, interest at
7.57.75
%, quarterly installments which began September 2021 and
 
and are due through
December 2025
6,0865,579
Term loan with Banco Ficohsa, a Honduran bank, interest at
7.57.75
%, quarterly installments beginningwhich began March 2023 and are
due through May
2027
3,6563,483
Term loan with Banco Ficohsa, a Panamanian bank, interest at the prevailing market rate
 
within the Panamanian Banking Market, monthly
installments which began October 2022 and are due through
 
August 2027
2,8782,754
 
11
Note G—Selling, General and Administrative Expense
 
We include in selling, general and administrative ("SG&A") expenses the costs incurred subsequent to the receipt of finished goods at our distribution facilities, such as
the cost of stocking,
 
warehousing, picking, packing,
 
and shipping goods for
 
delivery to our customers.
 
Distribution costs included in
 
in SG&A expenses totaled
 
$
5.45.7
 
million
and $
5.55.6
 
million for the DecemberMarch 2023 and March 2022 and December 2021
quarters, respectively. Distribution costs included in SG&A expenses
totaled $
11.2
million for both the six-months
ended March 2023 and 2022. In addition, SG&A expenses include costs related to
sales associates, administrative
personnel, advertising and marketing expenses, retail
store
build-outs, and other general and administrative expenses.
Note H—Stock-Based Compensation
 
On February 6, 2020, our shareholders approved the Delta Apparel, Inc. 2020 Stock Plan ("2020
 
Stock Plan") to replace the 2010 Stock Plan,
 
which was previously re-
approved by our shareholders on February 4, 2015,
 
and was scheduled to expire by its terms
 
on September 14, 2020. The 2020 Stock Plan is substantially
 
similar in both
form and substance to the 2010 Stock
 
Plan. The purpose of the 2020 Stock
 
Plan is to continue to give our Board
 
of Directors and its Compensation Committee
 
the ability
to offer a variety of compensatory awards designed to enhance the Company’s long-term success by encouraging stock ownership among its executives, key employees
and directors. Under the 2020 Stock Plan,
 
the Compensation Committee of our Board of
 
Directors has the authority to determine the
 
employees and directors to whom
awards may be granted, and
 
the size and type of
 
each award and manner in
 
which such awards will vest. The
 
awards available under the plan
 
consist of stock options,
stock appreciation rights, restricted stock, restricted
 
stock, restricted stock units, performance
stock, stock performance units, and
 
units, and other stock and cash
 
cash awards. Unvested awards, while
While employed by
the
Company or serving as a director, unvested awards become fully vested under certain circumstances as defined in the 2020 Stock
Plan. Such circumstances include, but
are not limited to, the
 
participant’s death or disability. The Compensation Committee
 
is authorized to establish the
 
terms and conditions of awards
 
granted under the 2020
Stock Plan, to
 
establish, amend and
 
rescind any rules
 
and regulations relating
 
to the 2020
 
Stock Plan, and
 
to make any
 
other determinations
 
that it deems
 
necessary. Similar
to the 2010
 
Stock Plan, the 2020
 
Stock Plan limits the
 
number of shares that
 
may be covered by
 
awards to any participant
 
in a given
 
calendar year and also
 
limits the
aggregate awards of restricted stock, restricted stock units and performance stock granted in a given calendar year. Shares are generally issued from treasury stock upon
the vesting of the restricted stock units, performance units or other
 
or other awards under the 2020 Stock Plan.
 
Compensation expense is
recorded within SG&A
in our
Condensed Consolidated Statements
of Operations
over the
vesting periods.
During the March 2023 and March
December 2022 and
December 2021 quarters,
we recognized $
0.50.4
 
million and $
0.40.9
 
million in stock-based
compensation expense, respectively.
 
Associated with this
compensation cost are
income tax
benefits recognized of $
0.2
 
million and $
0.10.2
 
million, respectively, for each of the three-month periods ended December 2022March 2023 and March
 
December 2021.2022. During the six-months ended
March 2023 and March
2022, we recognized $
1.0
 
million and $
1.3
respectively, in stock-based compensation
expense. Associated with
the compensation cost
are income
tax benefits recognized of $
0.3
million and $
0.2
million, respectively, for each of the six-months periods ended March 2023 and March
2022.
During the December 2022 quarter, restricted stock
 
stock units representing
105,000
 
shares of our common stock
 
vested with the filing of
 
our Annual Report on Form
 
10-K for
fiscal 2022 and were issued in accordance with their respective
 
agreements. Of these vested awards, all were payable in
 
common stock.
 
During the
 
December 2022 quarter,
 
performance stock units
 
and restricted stock
 
units representing
5,000
 
and
18,000
 
shares of our
 
common stock, respectively,
 
were
forfeited.
As of December
2022,March 2023, there was $
3.32.7
 
million of total
unrecognized compensation cost
related to unvested
awards granted under the 2020
 
the 2020 Stock
Plan. This cost
is expected
to be recognized over a period of
1.92.7
 
years.
Note I—Purchase Contracts
 
We
 
have entered
into agreements,
 
and have fixed
 
fixed prices,
to purchase
yarn, finished
fabric, and
 
finished fabric, and finishedapparel
 
apparel and headwear products.
 
products. At December 2022,
March 2023,
minimum
payments under these contracts were as follows (in thousands):
 
Yarn
$
22,29414,985
Finished fabric
4,4354,102
Finished products
9,5174,797
$
36,24623,884
 
11
Note J—Business Segments
 
Our operations are managed and reported in
two
segments, Delta Group and Salt Life
Group, which reflect the manner in which
the business is managed, and results are
reviewed by the Chief Executive Officer, who is our chief operating decision maker.
 
The Delta Group is comprised of the following business
 
units, which are primarily focused on core activewear styles:
 
DTG2Go and Delta Activewear.
 
DTG2Go is a
 
market leader in the
 
on-demand, direct-to-garment digital print
 
and fulfillment industry,
 
bringing technology and innovation
 
to the supply
 
chains of our
many customers. Our ‘On-Demand DC’ digital solution provides retailers
 
and brands with immediate access to utilize DTG2Go’s broad network of print and fulfillment
facilities, while offering
 
the scalability to integrate
 
digital fulfillment within the
 
customer's own distribution facilities.
 
We use
 
highly-automated factory processes and
our proprietary
software to
deliver on-demand,
 
digitally printed
apparel direct
to consumers
on behalf
of
our customers.
Via
our
seven digital
fulfillment facilities
throughout the United States,
DTG2Go offers a robust
digital supply chain, shipping custom
graphic products within 24
to 48 hours to
 
consumers on behalf of our customers.
Via our multi-facility fulfillment footprint across
in the United States DTG2Go offers
and to
 
a robust digital supply chainover 100
 
shipping custom graphic products
within 24 to 48 hours
to consumers in the United
States and to over
100
countries worldwide. DTG2Go
has made
significant investments in
its “digital first”“digital-first” retail
model providing digital
graphic prints that
meet the high-qualityhigh-
quality standards ofrequired
for brands, retailers
and intellectual property holders.
 
holders. Through integration
with Delta Activewear,
DTG2Go also services
 
the eRetailer, ad-specialty,
ad-
specialty, promotional and screen
print marketplaces, among others.
 
Delta Activewear is a preferred supplier of activewear
 
activewear apparel to regional and global brands as
 
brands as well as direct to retail and wholesale
 
wholesale markets. The Activewear business
is
organized around three key customer
 
channels – Delta Direct, Global
 
Brands, and Retail Direct –
 
that are distinct in their
 
go-to-market strategies and how
 
their respective
customer bases
 
source their
 
various apparel
 
needs. Our
 
Delta Direct
 
channel services
 
the screen
 
print, promotional,
 
and eRetailer
 
markets as
 
well as
 
retail licensing
customers that sell through to many mid-tier and mass market retailers. Delta Direct products include a broad portfolio of apparel and accessories under the Delta, Delta
Platinum, and Soffe
 
brands as well
 
as sourced
 
items from
 
select third
 
party brands.
 
Our fashion
 
basics line
 
includes our Platinum
 
Collection, which
 
offers fresh, fashionable
silhouettes with a luxurious look and feel,
 
as well as versatile fleece offerings.
 
We offer innovative
 
apparel products, including the Delta Dri line of
 
performance shirts
built with moisture-wicking material
 
to keep athletes dry
 
and comfortable; ringspun
 
garments with superior
 
comfort, style and durability;
 
and Delta Soft, a
 
collection with
an incredible feel and price. We also offer our heritage, mid-
 
and heavier-weight Delta Pro Weight® and Magnum Weight® tee shirts.
 
The iconic Soffe brand offers activewear for spirit
 
makers and record breakers and
 
is widely known for the original "cheer
 
short" with the signature roll-down waistband.
Soffe carries a wide range of activewear for the entire family. Soffe's heritage is anchored in the military, and we continue to be a proud supplier to both active duty and
veteran United States
 
military personnel worldwide.
 
The Soffe men's assortment
 
features the tagline
 
"anchored in the military, grounded
 
grounded in training" and
offers everything
from physical training
gear certified by
the respective branches of
the military,
classic base layers
that include the
favored 3-pack tees,
 
and the iconic
"ranger panty."
Complementing the Delta and Soffe
brand apparel, we offer
customers a broad range of
nationally recognized branded products including polos,
outerwear, headwear,
bags and other accessories. Our Soffe products are also available
direct to consumers at
www.soffe.com
.
Our Global
Brands channel
serves as a
key supply chain
partner to
large multi-national
brands, major branded
sportswear companies, trendy
regional brands, and
all
branches of the United States armed forces,
providing services ranging from custom product development
to the shipment of branded products with “retail-ready”
value-
added services including embellishment, hangtags, and
ticketing.
Our Retail Direct
channel serves brick
and mortar and
online retailers by
providing our portfolio
of Delta, Delta
Platinum, and
Soffe products directly
to the retail
locations
and
ecommerce fulfillment
centers of
a
diversified customer
base including
sporting goods
and
outdoor retailers,
specialty and
resort shops,
farm and
fleet
stores,
department stores, and
mid-tier and mass
retailers. As a
key element of
the integrated Delta
Group segment, each
of Activewear’s
primary channels offer
a seamless
solution for replenishment strategies, small-run decoration
needs, and quick reaction programs with on-demand digital
print services, powered by DTG2Go.
The Salt Life Group is
comprised of our Salt Life business, which
is built on the authentic, aspirational Salt Life
lifestyle brand that represents a passion for
the ocean,
the salt air, and, more importantly, a way of life and all it offers from surfing, fishing, and diving to beach fun and sun-soaked relaxation. The Salt Life brand combines
function and fashion with a tailored fit for the active lifestyles of those that “live the Salt Life.” With increased worldwide appeal, Salt Life has continued to provide the
cotton graphic tees and logo decals that originally
drove awareness for the brand, and expanded
into performance apparel, swimwear, board shorts, sunglasses, bags,
and
accessories. Consumers can also seamlessly experience the Salt Life
brand through retail partners including surf shops, specialty stores,
department stores, and outdoor
merchants or by accessing our Salt Life ecommerce site
at
www.saltlife.com
.
Our Chief Operating Decision Maker and management evaluate performance
and allocate resources based on profit or loss from operations before
interest, income taxes
and special charges ("segment operating earnings").
Our segment operating earnings 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 in
our Annual
Report on
Form 10-K
for fiscal
2022, filed
with the
SEC.
Intercompany transfers
between operating
segments are
transacted
at
cost and
have been
eliminated within
the
segment amounts
shown in
the
following table
(in
thousands).
Three Months Ended
December 2022
December 2021
Segment net sales:
Delta Group
$
97,010
$
101,921
Salt Life Group
10,285
8,825
Total net sales
$
107,295
$
110,746
Segment operating earnings:
Delta Group
$
123
$
8,438
Salt Life Group
218
156
Total segment operating earnings
$
341
$
8,594
12
The following table reconciles the segment operating earnings
to the consolidated (loss) income before provision for income
taxes (in thousands):
Three Months Ended
December 2022
December 2021
Segment operating earnings
$
341
$
8,594
Unallocated corporate expenses
2,967
2,678
Unallocated interest expense
2,890
1,598
Consolidated (loss) income before provision for income taxes
$
(5,516)
$
4,318
Note K—Income Taxes
The Tax
Cuts and Jobs
Act of 2017
(the “2017 Tax
Legislation”) enacted on December 22,
2017, significantly revised the
U.S. corporate income tax
code by,
among
other things, lowering
federal corporate income
tax rates,
implementing a modified
territorial tax
system and imposing
a repatriation tax ("transition
tax") on deemed
repatriated cumulative earnings of foreign subsidiaries
which will be paid over
eight years. In addition, new
taxes were imposed related to
foreign income, including a
tax on global intangible low-taxed income (“GILTI”) as well as a limitation on the deduction for business interest expense (“Section 163(j)"). GILTI is the excess of the
shareholder’s net controlled foreign corporations
("CFC") net tested income over
the net deemed tangible income.
GILTI income is eligible for a deduction of
up to 50%
of the income inclusion,
but the deduction is
limited to the amount
of U.S. adjusted
taxable income.
The Section 163(j) limitation
does not allow
the amount of deductible
interest to
exceed the
sum of the
taxpayer's business interest
income and 30%
of the
taxpayer’s adjusted
taxable income. We
have included in
our calculation of
our
effective tax rate the estimated impact of
GILTI and Section
163(j). In addition, we have elected to account
for the tax on GILTI
as a period cost and, therefore, do
not
record deferred taxes related to GILTI on our foreign subsidiaries.
Our effective income tax rate on operations for the three-months
ended December 2022 was
35.0
% compared to a rate of
15.1
% in the same period of the prior year, and
an effective rate of
17.9
% for fiscal 2022. We
generally benefit from having income in
foreign jurisdictions that are either exempt
from income taxes or have tax
rates
that are lower than those
in the United States.
As such, changes in the
mix of U.S. taxable income compared
to profits in tax-free or
lower-tax jurisdictions can have a
significant impact on our overall effective tax rate.
Note L—Derivatives and Fair Value Measurements
From time to time, we may use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes. These
financial instruments are
not used
for trading
or speculative purposes.
We
have designated
our interest
rate swap
contracts as
cash flow
hedges of
our future
interest
payments. As a result, the gains
and losses on the swap contracts
are reported as a component
of other comprehensive income and are
reclassified into interest expense as
the related interest payments
are made. As of December
2022, all of our other
comprehensive income was attributable
to shareholders; none related to
the non-controlling
interest.
Outstanding instruments as of December 2022 are as follows:
Effective Date
Notional Amount
Fixed LIBOR
Rate
Maturity Date
Interest Rate Swap
July 25, 2018
$
20.0
million
3.18%
July 25, 2023
The following table summarizes the fair value and presentation in the Condensed Consolidated
Balance Sheets for derivatives related to our interest swap agreements as
of December 2022 and September 2022 (in thousands):
December 2022
September 2022
Deferred tax assets
$
(70)
$
(48)
Other non-current liabilities
280
189
Accumulated other comprehensive loss
$
210
$
141
From time to time, we may purchase
cotton option contracts to economically
hedge the risk related to market fluctuations
in the cost of cotton used in
our operations. We
do not receive hedge accounting
treatment for these derivatives. As such,
the realized and unrealized gains and
losses associated with them are
recorded within cost of
goods sold on the Condensed Consolidated Statement of Operations.
No such cotton contracts were outstanding at December
2022 and September 2022.
ASC 820, Fair Value
Measurements and Disclosures (“ASC
820”), defines fair value,
establishes a framework for measuring
fair value and expands
disclosures about
fair value measurements.
Assets and liabilities measured
at fair value
are grouped in
three levels. The
levels prioritize the
inputs used to
measure the fair value
of the
assets or liabilities. These levels are:
Level 1 – Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 – Inputs other
than quoted prices that are
observable for assets and
liabilities, either directly or indirectly. These
inputs include quoted prices for
similar
assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are less active.
Level 3 – Unobservable
inputs that are supported
by little or no market
activity for assets or
liabilities and includes certain
pricing models, discounted
cash flow
methodologies and similar techniques.
everything
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12
from physical training
gear certified by
the respective branches of
the military,
classic base layers
that include the
favored
3-pack tees, and
the iconic "ranger
panty."
Complementing the
Delta and
Soffe brand
apparel, we
offer
our customers
a
broad range
of
product categories
with nationally
recognized brands
including polos,
outerwear, headwear, bags and other accessories. Our Soffe products are also available direct to consumers
at www.soffe.com.
Our Global
Brands channel
serves as a
key supply chain
partner to
large multi-national
brands, major branded
sportswear companies, trendy
regional brands, and
all
branches of the
United States armed
forces, providing services
ranging from custom
product development to
shipment of branded
products with “retail-ready”
value-
added services including embellishment, hangtags, and ticketing.
Our Retail Direct
channel serves brick
and mortar and
online retailers by
providing our portfolio
of Delta, Delta
Platinum, and
Soffe products directly
to the retail
locations
and
ecommerce fulfillment
centers of
a
diversified customer
base including
sporting goods
and
outdoor retailers,
specialty and
resort shops,
farm and
fleet stores,
department stores, and mid-tier retailers. As a
key element of the integrated Delta Group
segment, each of Activewear’s primary channels offer
a seamless solution for
small-run decoration needs with on-demand digital print services,
powered by DTG2Go.
The Salt Life Group is
comprised of our Salt Life business, which
is built on the authentic, aspirational Salt
Life lifestyle brand that represents a passion
for the ocean,
the salt air, and, more importantly, a way of life and all it offers, from surfing, fishing, and diving to beach fun and sun-soaked relaxation. The Salt Life brand combines
function and fashion with a tailored fit for the active lifestyles of those that “live the Salt Life.” With increased worldwide appeal, Salt Life has continued to provide the
cotton graphic tees and logo decals that originally
drove awareness for the brand, and expanded into
performance apparel, swimwear, board shorts, sunglasses, bags, and
accessories. Consumers can also seamlessly experience the Salt Life
brand through retail partners including surf shops, specialty stores,
department stores, and outdoor
merchants or by accessing our Salt Life ecommerce site
at www.saltlife.com.
Our Chief Operating Decision Maker and management evaluate performance
and allocate resources based on profit or loss from operations before
interest, income taxes
and special
charges ("segment
operating (loss)
earnings"). Our
segment operating
(loss) earnings
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 in our Annual Report on Form 10-K for fiscal 2022, filed with
the SEC. Intercompany transfers between operating segments are transacted at
cost and have been eliminated within the segment amounts
shown in the following table
(in thousands).
Three Months Ended
Six Months Ended
March 2023
March 2022
March 2023
March 2022
Segment net sales:
Delta Group
$
91,344
$
115,335
$
188,354
$
217,256
Salt Life Group
18,991
16,363
29,276
25,188
Total net sales
$
110,335
$
131,698
$
217,630
$
242,444
Segment operating (loss) earnings:
Delta Group
$
(7,487)
$
14,417
$
(7,363)
$
22,854
Salt Life Group
4,649
3,306
4,866
3,463
Total segment operating (loss) earnings
$
(2,838)
$
17,723
$
(2,497)
$
26,317
The following table reconciles the segment operating (loss)
earnings to the consolidated (loss) earnings before (benefit
from) provision for income taxes (in thousands):
Three Months Ended
Six Months Ended
March 2023
March 2022
March 2023
March 2022
Segment operating (loss) earnings
$
(2,838)
$
17,723
$
(2,497)
$
26,317
Unallocated corporate expenses
2,516
3,382
5,483
6,060
Unallocated interest expense
3,723
1,801
6,613
3,399
Consolidated (loss) earnings before (benefit from) provision
for income
taxes
$
(9,077)
$
12,540
$
(14,593)
$
16,858
Note K—Income Taxes
The Tax
Cuts and Jobs Act
of 2017 enacted on
December 22, 2017, significantly revised the
U.S. corporate income tax code
by, among
other things, lowering federal
corporate income tax rates, implementing a
modified territorial tax system and imposing a
repatriation tax ("transition tax") on deemed repatriated cumulative earnings
of foreign subsidiaries which will be paid
over eight years. In addition, new taxes
were imposed related to foreign income, including
a tax on global intangible low-taxed
income (“GILTI”) as well as a limitation on the
deduction for business interest expense
(“Section 163(j)"). GILTI is the excess of the shareholder’s
net controlled foreign
corporations net tested income over the
net deemed tangible income.
GILTI income is eligible for a deduction of up to 50%
of the income inclusion, but the deduction is
limited to the amount of U.S. adjusted
taxable income.
The Section 163(j) limitation does not
allow the amount of deductible interest to
exceed the sum of the taxpayer's
business interest income and 30% of the taxpayer’s adjusted taxable
income. We have included in our calculation of our effective tax rate the estimated impact of GILTI
and Section 163(j).
In addition, we
have elected to
account for the
tax on GILTI
as a
period cost and,
therefore, do not
record deferred taxes
related to GILTI
on our
foreign subsidiaries.
Our effective income tax
rate on operations for the
six-months ended March 2023 was
27.5
% compared to a rate
of
18.2
% in the same
period of the prior year,
and an
effective rate of
17.9
% for fiscal 2022. We generally benefit from having income in
foreign jurisdictions that are either exempt from income taxes or have tax rates that
are lower
than those
in the
United States.
As such,
changes in
the mix
of U.S.
taxable income
compared to
profits in
tax-free or
lower-tax jurisdictions
can have
a
significant impact on our overall effective tax rate. The current year tax
rate decreased relative to prior periods due US losses expected
to generate a US tax benefit.
13
Note L—Derivatives and Fair Value Measurements
From time to time, we may use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes. These
financial instruments are
not used
for trading
or speculative purposes.
We
have designated
our interest
rate swap
contracts as
cash flow
hedges of
our future
interest
payments. As a result, the gains
and losses on the swap contracts
are reported as a component
of other comprehensive income and
are reclassified into interest expense
as
the related interest payments
are made. As of March
2023, all of our
other comprehensive income was
attributable to shareholders; none related to
the non-controlling
interest.
Outstanding instruments as of March 2023 are as follows:
Effective Date
Notional Amount
Fixed LIBOR
Rate
Maturity Date
Interest Rate Swap
July 25, 2018
$
20.0
million
3.18%
July 25, 2023
The following table summarizes the fair value and presentation in the Condensed Consolidated
Balance Sheets for derivatives related to our interest swap agreements as
of March 2023 and September 2022 (in thousands):
March 2023
September 2022
Deferred tax assets
$
(60)
$
(48)
Other non-current liabilities
240
189
Accumulated other comprehensive income
$
180
$
141
From time to time, we may purchase
cotton option contracts to economically
hedge the risk related to market fluctuations
in the cost of cotton used in
our operations. We
do not receive hedge accounting
treatment for these derivatives. As such,
the realized and unrealized gains and
losses associated with them are
recorded within cost of
goods sold on the Condensed Consolidated Statement of Operations.
No such cotton contracts were outstanding at March 2023
and September 2022.
ASC 820, Fair
Value
Measurements and
Disclosures defines
fair value,
establishes a
framework for
measuring fair
value and
expands disclosures
about
fair value
measurements. Assets and
liabilities measured at
fair value are
grouped in three
levels. The levels
prioritize the inputs
used to
measure the
fair value of
the assets
or
liabilities. These levels are:
Level 1 – Quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2 – Inputs other
than quoted prices that are
observable for assets and
liabilities, either directly or indirectly. These inputs
include quoted prices for similar
assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are less active.
Level 3 – Unobservable
inputs that are supported
by little or no market
activity for assets or
liabilities and includes certain
pricing models, discounted
cash flow
methodologies and similar techniques.
The following financial liabilities are measured at fair
 
value on a recurring basis (in thousands):
 
Fair Value Measurements Using
Quoted Prices
in
Significant
 
Active Markets
 
Other
Significant
for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Period Ended
Total
(Level 1)
(Level 2)
(Level 3)
Interest Rate Swaps
December 2022March 2023
$
280240
-
$
280240
-
September 2022
$
189
-
$
189
-
 
The fair value
 
of the interest rate
 
swap agreements was
 
derived from a discounted
 
cash flow analysis
 
based on the
 
terms of the contract
 
and the forward
 
interest rate curves
adjusted for our credit
risk, which fall in
Level 2 of the
fair value hierarchy.
At December 2022March 2023 and September 2022,
book value for fixed rate
debt approximated
 
fair value
value based on quoted
 
quoted market
prices for
the
 
same or
similar issues
 
or
on the
current
 
rates offered to
 
to us
for debt
of
 
the same remaining
 
same
remaining maturities (a
(a Level
2
 
fair value
measurement).
 
Note M—Legal Proceedings
 
At times,
 
we are
 
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, such actions
 
should not have a material adverse effect on our operations, financial
 
condition, or liquidity.
Note N—Repurchase of Common Stock
 
As of September 28, 2019,
 
our Board of
 
Directors authorized management to
 
use up to
 
$
60.0
 
million to repurchase stock
 
in open market
 
transactions under our Stock
Repurchase
Program. We
did
no
t
purchase
any
shares
of
our
common
stock
during
the
December
2022 March 2023
 
quarter.
Through
December
2022, March 2023, we
have
purchased
3,735,114
 
shares
of our common stock
 
our common
stock for
an aggregate
 
of $
56.4
 
million under our
 
our Stock
Repurchase Program
 
since its inception.
 
inception. All
purchases were
 
made at the
discretion of management
and pursuant to
 
the discretion
of management and pursuantsafe harbor
 
to the safe harbor provisions of SEC
Rule 10b-18. As
 
of SEC Rule 10b-18.March 2023,
 
As of December 2022, $
3.6
 
million remained available
for future purchases
 
purchases under our Stock
Repurchase
Stock Repurchase Program, which does not have an expiration date.
 
date.
14
Note O—Goodwill and Intangible Assets
 
Components of intangible assets consist of the following
 
(in thousands):
 
December 2022March 2023
September 2022
Accumulated
Net
Accumulated
Net
 
Economic
Cost
Amortization
Value
Cost
Amortization
 
Value
Life
Goodwill
$
37,897
$
-
$
37,897
$
37,897
$
-
$
37,897
N/A
Intangibles:
Tradename/trademarks
$
16,000
$
(4,984)(5,117)
$
11,01610,883
$
16,000
$
(4,851)
$
11,149
20
 
30
 
yrs
Customer relationships
7,400
(3,398)(3,583)
4,0023,817
7,400
(3,213)
4,187
20
 
yrs
Technology
10,083
(2,834)(3,059)
7,2497,024
10,083
(2,610)
7,473
10
 
yrs
License agreements
2,100
(966)(992)
1,1341,108
2,100
(940)
1,160
15
 
30
 
yrs
Non-compete
 
 
agreements
1,657
(1,631)(1,655)
262
1,657
(1,600)
57
4
 
8.5
 
yrs
Total intangibles
$
37,240
$
(13,813)(14,406)
$
23,42722,834
$
37,240
$
(13,214)
$
24,026
 
Goodwill represents the
acquired goodwill net of
 
of the $
0.6
 
million impairment losses recorded
in fiscal year
 
2011. As
of December 2022, March 2023,
the Delta Group
segment assets
include $
18.0
 
million of goodwill, and the Salt Life Group segment assets
 
include $
19.9
 
million.
 
Depending on the type
 
of intangible asset, amortization is
 
recorded under cost of goods
 
sold or selling, general and
 
administrative expenses. Amortization expense for
intangible
assets
for
 
the March 2023
 
December
and March 2022
 
and
December
2021
quarters
was
$
0.6
 
million
and
$
0.6
 
million,
respectively.
Amortization
 
expense for the
 
is
estimated
to
besix-months ended March
approximately2023 and March 2022 was $
1.41.2
 
million for the year ended September 2023,and $
1.2
million, respectively. Amortization expense is estimated to be
 
approximately $
1.4
 
million for the year ended September 2024,
and2023, approximately $
1.4
 
million for the year ended September 2024, and approximately
$
1.4
million for the years ended September 2025, 2026, and
2027.
Note P—Subsequent Events
 
On January 3, 2023, Delta Apparel, Inc. and its
subsidiaries, M.J. Soffe, LLC, Culver City Clothing Company (f/k/a Junkfood Clothing Company), Salt Life,
LLC, and
DTG2Go, LLC (f/k/a Art
Gun, LLC) (collectively, the “Borrowers”)
entered into an Eighth
Amendment to the Fifth
Amended and Restated Credit
Agreement with Wells
Fargo Bank (the
“Agent”) and
the other lenders
set forth therein
(the “Eighth
Amendment”). The Eighth
Amendment essentially
clarifies the Amended
Credit Agreement’s
provisions regarding the inclusion of eligible in-transit inventory in the borrowing base and amends the definition of Increased Reporting Event to include 12.5% of the
lesser of the borrowing base and the maximum revolver
amount as opposed to 12.5% of the line cap.
On February 3, 2023, the
Borrowers entered into a Ninth
Amendment to the Fifth
Amended and Restated Credit
Agreement with the Agent and
the other lenders set forth
therein (the “Ninth Amendment”). The Ninth Amendment adds an Accommodation Period beginning on the amendment date and continuing through the date following
September 30, 2023, upon which Borrowers satisfy minimum availability thresholds and during which: (i)
the minimum borrowing availability thresholds applicable to
the Amended Credit
Agreement are (a)
through (and including)
April 1, 2023,
$
7,500,000
, (b) on
and after April
2, 2023 through
(and including) June
4, 2023, $
9,000,000
,
(c) on and after June 5, 2023, through
the date following September 30, 2023,
upon which Borrowers satisfy minimum availability
thresholds, $
10,000,000
; and (d) at all
14
times thereafter, $
0
; (ii) the Fixed
Charge Coverage Ratio (“FCCR”)
covenant is suspended;
(iii) Borrowers must
maintain specified minimum
EBITDA levels for
trailing
three-month periods starting March 4, 2023; (iv) the Applicable Margin with respect to loans under the Amended Credit Agreement is increased by
50
basis points; and
(v) a Cash Dominion
Trigger Event occurs if
availability is less
than $
2,000,000
.
The Ninth Amendment
also, among other
things, (i) amends
the FILO maximum
amount
calculation by reloading
5
% of eligible accounts receivable (capped at $
3,000,000
) and deferring the applicable amortization schedules to August 1, 2023; (ii) defers
the
monthly amortization payments for
real estate, machinery
and equipment, and intellectual
property assets to August
1, 2023; (iii) requires weekly
reporting of availability
through the date following
September
30, 2023, upon which
Borrowers satisfy minimum availability thresholds;
and (iv) prohibits certain
restricted payments through
the date following September 30, 2023, upon which Borrowers
satisfy minimum availability thresholds.
The foregoing summary of the Eighth and Ninth Amendments and the
transactions contemplated thereby does not purport to be complete and is qualified
in its entirety
by reference to the text of the
Eighth and Ninth Amendments, which are filed herewith as
Exhibits 10.1 and 10.2 to this
Quarterly Report on Form 10-Q and which are
incorporated herein by reference.
We
expect the Eighth
and Ninth Amendments will
enhance our borrowing base
and allow us to
access more of our
availability under the Amended
Credit Agreement
while easing the financial covenant restrictions for the remainder
of fiscal 2023.
See Part II, Item 5. Other Information for additional
detail regarding the Ninth Amendment.None.
 
15
Item 2. Management's Discussion and Analysis of Financial
 
Condition and Results of Operations
 
Cautionary Note Regarding 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 SEC, in our press releases,
 
and in
other reports to our shareholders.
 
All statements, other than
 
statements of historical fact,
 
which address activities, events
 
events or developments
that we expect or
 
expect or anticipate will
or may
 
occur in the
 
future are forward-looking
 
statements. The words
 
“plan”, “estimate”, “project”,
 
“forecast”, “outlook”, “anticipate”, “expect”,
 
“intend”, “remain”,
“seek", “believe”, “may”, “should” and similar expressions, and discussions
 
of strategy or intentions, are intended to identify forward-looking
 
statements.
 
Forward-looking statements
 
are neither
 
historical facts
 
nor assurances
 
of future
 
performance. Instead,
 
they are
 
based on
 
our current
 
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 subject to a number of business risks and inherent uncertainties, any of which could cause actual results to differ materially from those set
 
forth in or implied by the
forward-looking statements. Therefore,
 
you should not rely on
 
any of these forward-looking
 
statements. Important factors that
 
could cause our actual results
 
and financial
condition to differ materially from those indicated in forward-looking
 
statements include, among others, the following:
 
the general U.S. and international economic conditions;
the
 
impact of
 
the
 
COVID-19 pandemic
 
on
 
our
 
operations,
 
financial condition,
 
liquidity,
 
and
 
capital investments,
 
including recent
 
labor
 
shortages,
inventory constraints, and supply chain disruptions;
significant interruptions or disruptions within our manufacturing,
 
distribution or other operations;
deterioration in the financial condition of our customers and suppliers
 
and changes in the operations and strategies of our customers
 
and suppliers;
the volatility and uncertainty of cotton and other raw material
 
prices and availability;
the competitive conditions in the apparel industry;
our ability to predict or react to changing consumer preferences
 
or trends;
our ability to successfully open and operate new retail stores in
 
a timely and cost-effective manner;
the ability to grow, achieve synergies and realize the expected profitability of acquisitions;
changes in economic, political or social stability at
 
our offshore locations or in areas in which we, or our suppliers
 
or vendors, operate;
our ability to attract and retain key management;
the volatility and uncertainty of energy, fuel and related costs;
material disruptions in our information systems related to our
 
business operations;
compromises of our data security;
significant changes in our effective tax rate;
significant litigation in either domestic or international jurisdictions;
recalls, claims and negative publicity associated with product
 
liability issues;
the ability to protect our trademarks and other intellectual
 
property;
changes in international trade regulations;
our ability to comply with trade regulations;
changes in employment laws or regulations or our relationship
 
with employees; or our ability to attract and retain
 
employees;
negative publicity
 
resulting from violations
 
of manufacturing standards
 
or labor
 
laws or
 
unethical business practices
 
by our
 
suppliers or independent
contractors;
the inability of suppliers or other third-parties, including those providing key equipment, transportation, and other services, to perform their obligations
or fulfill the terms of their contracts with us;
restrictions on our ability to borrow capital or service our
 
indebtedness;
interest rate fluctuations increasing our obligations under our
 
variable rate indebtedness;
the ability to raise additional capital;
the impairment of acquired intangible assets;
foreign currency exchange rate fluctuations;
the illiquidity of our shares; and
price volatility in our shares and the general volatility of the stock
 
market.
A detailed discussion
 
of significant risk
 
factors that have
 
the potential to
 
cause actual results
 
to differ materially
 
from our expectations is
 
is set forth in
 
in Part 1 under
 
under the
subheading "Risk Factors" in our
 
Annual Report on Form 10-K
 
for fiscal 2022, filed with
 
the SEC. Any forward-looking statements
 
in this Quarterly Report on
 
Form 10-
Q do not purport to be predictions
 
of future events or circumstances and
 
may not be realized. Further, any forward-looking
 
statements are made only as
 
of the date of this
Quarterly Report on Form 10-Q, and we do not undertake to
 
publicly update or revise the forward-looking statements,
 
except as required by the federal securities law.
 
 
16
Business Outlook
 
Our second quarter
performance showcases the
resiliency in our
operating model and
the versatility provided
by our multiple market
strategies.
We were pleased to startreport
double-digit revenue growth across three of our 2023 fiscal yearfive channels, including record
 
second quarter performance at Salt Life and DTG2Go with year-over-year
sales growth
of 16% and 19%, respectively, as well as double-digit sales growth acrossin our Retail Direct
 
fourchannel.
Salt Life’s success during the quarter spanned across all channels of distribution and consumer recognition of the brand continues to proliferate across the United States
and internationally. Salt Life just recently opened its 23rd branded
retail store and first in the state
of New Jersey and plans to further expand
its footprint in the northeast
market later this year with
its first locations in New
York. Salt Life’s wholesale channel continues to expand
geographically, with approximately 1,800 retail
doors spread
across 48 states and other territories, and the www.saltlife.com eCommerce site receives
orders from all 50 states.
Salt Life also entered the multi-billion dollar home furnishings market during the quarter through a license agreement for
the Salt Life Home collection to be offered to
consumers across the
country. We
expect the future
royalty income generated
by Salt
Life’s expanding
license portfolio to
serve as
another primary revenue
channel
going forward.
DTG2Go’s exceptional top
line results during
the quarter were accompanied
by a strategic consolidation
of more digital
capacity into its locations
integrated with our
Delta Direct
channel’s
vertical blank
garment supply
and the
related closing
of a
single-purpose location
acquired in
connection with
a prior
acquisition. DTG2Go
continues to enhance selling price strategies, make productivity gains, and grow sales outside
of the December holiday quarter. DTG2Go’s digital first strategy has been
particularly instrumental in increasing
sales throughout the year
and we are seeing
greater adoption of Delta
Direct blank tees in that
channel. In addition,
the print quality
and consistency
on the
first generation
technology used
in DTG2Go’s
digital first
program is
improving and
DTG2Go continues
to tailor
its strategies
and product
offerings to meet the requirements of its key digital first customer
base.
DTG2Go expects to
launch an exciting new
on-demand portal in
the third fiscal
quarter designed to
allow customers to
seamlessly submit orders for
small run, quick
reaction, and overflow
replenishment orders.
The portal will
provide DTG2Go with
another avenue
to capitalize on
the cost and
speed limitations
of traditional screenprint
operations as well as the growing market for personalized
on-demand apparel documenting consumer experiences and events.
In our Delta Direct channel, the well-publicized
high inventory levels and lower demand
across the blank tee industry continued
to impact our business and drove
overall
sales below our
expectations for the
quarter. The retail license
customer base selling
into mid-tier and
mass retail supply
chains continues to
be the primary
area of softness
in this channel.
We are also seeing indications of an over-inventoried supply
chain in parts of our five go-to-marketGlobal
 
channels, including record salesBrands channel where we provide
custom decorated product to large brands
 
and almost 20% growth
in our DTG2Go
digital print channelsportswear companies
 
as well as
 
record sales
and 17% growth
in our Salt
Life lifestyle
brand channel.
Our topline performance
this quarter
further illustrates
the resiliency of our multi-pronged business
model, which allowed us to overcome
the soft demand for basic
tees impacting the mass retail supply
chain and our Delta
Direct channel for the last several quarters.
The
milestone
sales
in
our
Delta
Group
segment’s
DTG2Go
channel
highlight the
market’s
growing
interest in
our
digital
print
and
fulfillment
strategies and
its
appreciation for the reduced working capital
investment; lower inventory risk; faster order-to-porch
cycle; replenishment and quick activation
capability; unlimited color
and design choice; and other
benefits they provide. DTG2Go continues
to effectively leverage two very
unique advantages that differentiate
it in the market
– a multi-
facility footprint facilitating one-to-two day shipping speed to 99% of United States consumers and priority access to our Delta Direct channel’s
low-cost vertical blank
tee and
fleece supply.
DTG2Go’s “Digital
First” strategy continues
to generate substantial
new customer demand
and we are
encouraged with the
productivity gains
achieved on the new technology. Further improvements in
machine efficiency, quality and production rates are
necessary for us to realize our long-term
objectives in this
business.
Our Delta Group segment’s Global Brands channel delivered double-digit sales growth for the quarter and continues to add value to the supply chains of multi-national,
regional and major sportswear brands and the United States armed forces as a preferred supplier of custom decorated products. We also achieved double-digit growth in
our Delta
Group segment’s
Retail Direct
channel where
we provide
decorated and
“retail ready”
products directly
to the
brick and
mortar locations
and eCommerce
fulfillment centers of sporting goods and outdoor retailers,
farm and fleet stores, department stores, and mid-tier
and mass retailers.
The growth in our
Global Brands and
Retail Direct channels was
accelerated by new
business resulting from
the Activewear industry’s burgeoning emphasis
on nearshore
sourcing strategies like those offered
by our vertical platform in
Central America coupled with our
ability to meet the service
and compliance requirements of the
world’s
leading brands and
retailers.
We expect
the focus on
U.S. proximity sourcing strategies
to continue and believe
that both of
these channels are positioned
to generate
growth opportunities across our Delta Group segment over
time.
As expected, our Delta Group segment’s
results for the quarter were impacted by
the reduced demand in the mass retail
supply chain and the associated manufacturing
shutdowns that we, like many
across the industry,
initiated to recalibrate output as
well as elevated raw material, energy
and labor costs.
Although the price of cotton,
one of our key raw materials, has moderated from last year’s notable highs, that high-cost cotton continues to flow through our cost of sales due to production cadences
and pressures margins accordingly.
We expect to cycle through most of that higher-priced cotton in our
second quarter and begin to see the benefit of lower input costs
in our results as
we progress through the
second half of our
fiscal year. We
will continue to leverage
the flexibility of our
vertical manufacturing strategy until we
see
better equilibrium between inventories and demand and also focus on opportunities in higher
margin areas of our Delta Direct channel outsideall branches
 
of the mass retail supply
ecosystem.
The momentum in our Salt Life Group segment continues with this quarter’s record sales
and excellent bottom line performance as it moves into its traditionally strong
Spring selling season. The
escalating growth across
Salt Life’s direct-to-consumer retail
and eCommerce channels
should continue as
it expands its brick
and mortar retail
and digital footprints to
keep pace with the
brand’s consumer base
stretching across the country.
Salt Life is targeting
six to eight new
store openings this fiscal
year,
including debut locations
in New
Jersey and Virginia,
bringing its total
store count to
approximately 30 locations
across nine states
spanning the U.S.
coastline from
California to Florida to New Jersey.
Salt Life’s consumer
eCommerce site,
www.saltlife.com, now ships
to all
50 states,
including significant
order flows
to states outside
of the brand’s
traditional southeastern
base, and its wholesale business also continues to expand.
There are now approximately 1,800 customer retail doors across 48 states and foreign countries offering Salt
Life products.
We continue to see a tremendous runway for growth for the Salt Life brand across the United
 
States military, among
others. While
the high inventory
levels among
brands and internationally.retailers
is currently
pressuring
our demand, we continue to see positive macrotrends
from brand and retailer nearshore sourcing strategies
targeting manufacturing and fulfillment platforms like ours
in
Central America.
The double-digit sales growth during the quarter in our Retail Direct channel,
where we provide decorated, “retail ready” products to brick and mortar and e-commerce
merchants, is indicative of
the momentum we see
in nearshoring strategies.
This channel is one
of several areas of
our business, including Salt
Life, DTG2Go, and Global
Brands, where
we sell
decorated products
directly to
consumers or
to customers
adjacent to
the consumer
point-of-sale. Sales
in these
channels typically
carry more
consistent margins due to
the decoration and other value-adding services
they require, along with the
potential to pass through raw
material cost risks in selling prices.
These channels are also more working capital friendly given they turn our inventory quicker. We plan to prioritize these sales opportunities as we look for more ways to
optimize the return on our capital investments in the current
high interest rate environment.
 
Looking ahead, we believe our decisive action throughout the last three quarters in calibrating our production levels to the lower demand for blank tees, moderating our
inventory build, and streamlining our offshore manufacturing
 
will further rely oncost structure have us well-positioned to capitalize
 
the versatility ofon upticks in demand and improve our
 
our multiple go-to-marketoperating results
as we move
 
strategies andthrough the second half
of our fiscal
year.
We will
continue to focus on
 
organic growth through
both new customer
acquisition and
expansion of existing relationships. We see outstanding opportunities deriving fromincrementally reducing our investments in DTG2Go’s
digital technology platform and Salt Life’s authentic
lifestyle brand
positioning. Moreover,
we are
now seeing
some welcome
cost stabilization
in our
Delta Group
segmentinventory and
 
expect thesedebt levels in the
 
trends tocoming quarters and
believe we should see sequential improvement in our margins as we
 
positively impact
profitability as we progresscycle through our higher-cost inventory through the back half of our fiscal
 
throughout the year.
 
Along the way,
we will continue to
prudently manage our working capital
and expenses while pursuing
opportunities
generated by our diversified business model.
Results of Operations
 
Financial results included herein have been presented on a generally accepted accounting principles ("GAAP") basis.
 
Net sales were $107.3$110.3 million in the firstsecond quarter of fiscal 2023, a
 
2023, a decrease of 3.1%16% compared to the prior year first second
quarter net sales
of $110.7$131.7 million.
Net sales
in the
Delta Group segment declined 4.8%
decreased 21%
to $97.0 $91.3
million in the first
second quarter of
fiscal 2023
compared to $101.9 $115.3
million in
the prior
year second
quarter. Sales in our Delta Direct and Global Brands
channels declined from the prior
year period. This was offset by record second
quarter DTG2Go sales, up 18%
from prior year, and
increased sales in our Retail Direct
channel during the quarter.
Net sales for the first six
months of 2023 were $188.4 million, a 13%
decline
from the prior year first quarter.
We saw record first quarter sales in our DTG2Go business and
growth in our Global Brands and Retail Direct
channels, offset by diminished demand in the mass
retail supply chain driving reduced sales in our Delta Direct
channel.
period.
The Salt Life Group segment first
segment’s net sales for
the second quarter
of fiscal 2023
grew 16% and
reached a second
 
quarter fiscal 2023 revenue grewrecord $19.0
 
16.5% to $10.3 million compared to
 
$8.816.4 million
in the prior year
first second quarter. The segment’s
record first quarter sales weregrowth was driven by growthincreases in both direct-to-consumerour wholesale and direct to consumer channels. For
 
and wholesale channels.the first six months of
fiscal 2023, net sales in the Salt Life segment were $29.3 million,
 
up 16% from prior year period net sales of $25.2 million.
Gross margins were 12.7%14.7% for the firstsecond quarter of fiscal 2023, declining
 
810 basis pointsdeclining from the prior year firstsecond quarter gross margin of 20.8%25.5%.
The Delta Group segment gross
margins were 8.0%5.5%
 
for the first quarter of fiscal
2023, a decline of 100 basis points
from the prior year firstsecond quarter
 
of fiscal 2023, a
decline from prior year
second quarter margins
of
18.0% 21.6%. Gross
margins
were primarily impacted by higher
 
by higher inventory costs from inflationary
 
raw material and other input pricing
 
pricing in fiscal 2022
flowing through
sales during the quarter, in addition to $3.4
quarter.
Plant curtailment costs of $0.9 million in the second quarter of fiscal 2023 also impacted gross margins,
and second quarter gross margins adjusted for these costs
were 6.5%. Gross margins for the
first six months of fiscal 2023 declined from 19.9% in
the prior year period to 6.8% of
sales. Adjusted for $4.3 million of plant
curtailment costs.costs, gross margins for the six-months ended March
2023 were 9.1%.
 
The Salt Life Group segment gross margins improved to 57.0%59.0% in
the firstsecond quarter of fiscal 2023, an improvement
of 370660 basis points compared to 53.3%52.4% in the
prior year firstsecond quarter resulting
from a favorable mix of sales,
 
including increased direct-to-consumer sales
through both our ecommerce and
retail channels. For
the first six months of fiscal year 2023, gross margins grew to
58.3% of sales including increased Salt Life branded retail store
and ecommerce sales.
from 52.7% in the prior year period.
Selling, general, and administrative expenses ("SG&A") were $18.9
$19.3 million in the first
second quarter of fiscal 2023, or 17.6%17.5% of sales,
compared to $17.5$19.7 million,
or 15.8% of15.0%
of sales, in the prior year firstsecond quarter.
The increase in SG&A expensesas a percentage of $1.3 million comparedsales was driven by the further expansion of Salt Life’s branded retail store footprint
and the deleveraging effect of overall lower sales
relative to the prior year period. SG&A
expenses for the first six months of fiscal
2023 were $38.2 million, or 17.5% of
sales, compared to $37.2 million, or 15.3% of sales, and driven
by fixed costs period-over-period compared to lower sales in the
current year.
17
Other loss for the 2023
second fiscal quarter includes $1.6 million of expenses
incurred in our Central American and Mexican
manufacturing operations to better align
our cost structure with market demand.
We also incurred $0.9 million in expense in our DTG2Go business
as we shifted the digital production capacity
from our legacy,
single-purpose Clearwater, Florida facility into our national footprint of dual-purpose facilities housing digital printing and blank garment distribution under one roof to
advance our integrated on-demand model and
further leverage the distinct competitive advantages it
provides DTG2Go.
In addition, the second fiscal quarter
 
was primarily driven by higher selling costsincludes
driven by our expanded Salt Life retail footprint, in additionprofits of $0.3
million related
 
to increased distribution and administrative costs.our Honduran
 
equity method
investment. Other
income for the
second
quarter of fiscal
2022 included a
valuation change
in our contingent
consideration liabilities of $0.5 million, a loss on disposal
of assets of $0.4 million, as well as profits related to our Honduran
equity method investment of $0.3 million.
 
Other income for the 2023 and 2022 first six
months of fiscal quarters includes a discrete
gain of $2.5 million from the
settlement of a commercial litigation matter
recorded in the first quarter of
fiscal
2023
as
well
as
profits
in
our
Honduran
equity
method
investment,
which
were
offset
by
the
above-referenced
costs
incurred
to
better
align
our
offshore
manufacturing cost structure with market
demand. Other income for the first
six months of fiscal 2022
was $0.9 million, including
 
profits related to our Green Valley Industrial Park equity method investment. Additionally, in the first
quarter of fiscal 2023, we recognized a discrete gain ofHonduran
 
$2.5 million from the settlementequity
method investment and a valuation adjustment of a commercial litigation matter.
our contingent consideration.
 
Operating loss in the first second
quarter of fiscal 2023 was
 
was $2.6$5.3 million, a decrease from the
prior year second fiscal quarter
operating profit of $14.4 million.
 
This compares toFor the first six
months of fiscal year 2023, operating loss was $7.9 million,
declining from the prior year operating income of $5.9 million
in the prior year first fiscal quarter.
17
$20.2 million.
The Delta Group segment hadexperienced an operating incomeloss of $0.1
$7.5 million in the first fiscalsecond quarter of fiscal 2023, or 0.1% 8.2%
of net sales, compared to $8.4operating income of
$14.4 million, or 12.5% of net
sales, in the prior year second
quarter. The decline
in operating profit was driven by lower
gross margins. Operating loss was
$7.4
million, or 3.9% of sales, for the first half of fiscal
2023, compared to operating income of $22.9 million,
 
or 8.3%10.5% of netsales in the prior year period.
The Salt Life Group
segment earned operating
income of $4.6 million
in the second quarter
of fiscal 2023, or
24.5% of net sales,
compared to $3.3 million,
or 20.2%
of net
sales, in the
 
prior year firstsecond
 
quarter. The decrease in
 
increase in operating profit was
 
income as a
percentage of sales
was driven by declining
 
improved gross margins duemargins.
For the first
six
months of fiscal 2023, operating income improved by $1.4 million
 
to increased inflationary
costs and plant
curtailment
costs.
The Salt Life Group segment had operating income of $0.3 million in the first fiscal
quarter of 2023, or 2.5% of net sales, compared to $0.1 million,
or 1.5% of
sales, in the prior year first quarter.
The increase in operating profit was driven by higher sales volume and increased gross
margins offset by higher selling and
distribution costs.
$4.8 million.
Net interest expense for the first quarters of eachsecond quarter of fiscal yearsyear 2023 was $3.7 million,
 
2023 and for the second quarter of fiscal year 2022 was $2.9$1.8 million. Net interest expense
for
the first six months of fiscal 2023 was $6.6 million and $1.6 million,compared
 
respectively.
to $3.4 million in the prior year first six months.
Our effective tax rate on
operations for the three-monthsix-month period ended December 2022 March 2023
was 35.0%27.5%. This compares to an
 
to an effective tax rate of 15.1% 18.2%
for the same period in the
the prior year
and 17.9%17.9 % for
the full fiscal
year 2022. ChangesSee Note
 
in the mix
of U.S. taxable
income compared to
profits in tax-free
or lower-tax jurisdictions
drove this
change in our effective tax rate.
K—Income taxes for more information.
Net loss attributable to shareholders for the firstsecond fiscal
quarter of 2023
was $3.6$7.0 million,
or a loss of $0.51$1.00 per diluted share,
compared to net income of
$3.6 $10.1 million, or $1.44
$0.51 per diluted share, in the prior year. Net loss attributable to shareholders for the first six months of fiscal 2023 was $10.6 million, or $1.51 per diluted share, compared to
net income of $13.8 million, or $1.95 per diluted share, in the
 
prior year.
Accounts receivable were $57.8$62.0
million at March 2023,
compared to $68.2 million
 
at December 2022, compared
to $68.2 million as of September 2022.
 
2022. Days sales outstanding ("DSO")
 
as of December 2022March
 
2023 were 45
47 days compared to 52 days at September 2022.
Net inventory as of December 2022March 2023 was
$258.9 $243.2 million,
an increase a decrease of $10.4$5.4 million from September 2022 and
$75.8 an increase of $45.5 million from March 2022. The inventory
value is higher
than the prior year
second quarter as a
result of increased input
costs; however, it
represents a sequential decline
from the December 2021. The increase from
September 2022 stemmed primarily from timely Salt Life first
 
quarter inventory deliveries comparedas a
result of production adjustments to last year’s supplyalign with demand during the
 
chain delays pushing scheduled deliveries into
the second quarter.
quarter of fiscal 2023.
Total net debt, including capital lease financing and cash on hand, was $194.3 million at March 2023, an
 
was $185.2 million as of December 31, 2022, an increase of $14.6$23.7 million from September 2022 and
$39 million from
December 2021.2022. Cash on hand
hand and availability under
the Company’s our
 
U.S. revolving credit facility
 
facility totaled $27.2 million as$12.8
 
of December 31,million at March 2023,
a $21.9 million decrease
from September 2022
 
a
decrease of $7.5 million fromprincipally driven
 
September 2022 and $5.8 million fromby working
capital needs due to reduced consumer demand impacting our
 
December 2021, with the increase from
September 2022 principally driven by investments in the
business to support working capital needs.customers as well as inflationary input costs.
 
 
Liquidity and Capital Resources
 
Operating Cash Flows
 
Operating activities resulted in a cash usage
 
usage of $11.9$19.1 million for the threesix months
 
months ended December 2022March 2023 compared to $13.2$14.5
 
million of cash used in the
 
prior year. The increase
improvement in cash
used in operating cash
flows in the
current year are is
due to
the timing
of payments from
customers and to
vendors, in
addition to reduced inventorythe
decreased earnings in
the
business in the first quarterhalf of fiscal 2023 compared to the prior
year as a result of reduced customer demand.
2023.
Investing Cash Flows
 
Cash outflows for capital expenditures were $2.1$2.5 million during the first threesix months of 2023 compared to $1.8$7.7 million in the same period in the
prior year. During the
three-months ended June 2022, there were $0.1 million of capital expenditures
financed under a capital lease arrangement. We
 
currently
expect to spend less on
capital
expenditures in 2023 ascompared to
 
compared to 2022, with
our expenditures expected
to focus on direct-to-consumer investments including
 
on digital print equipment,new Salt
Life retail store openings,
 
information technology, and manufacturing
efficiency, and
direct-to-consumer investments,
including new Salt Life retail store openings. efficiencies.
 
Financing Activities
 
During the threesix months
ended December 2022, March 2023,
cash provided by financing
 
financing activities was $9.6
$17.5 million andcompared to
$13.8 million in
the prior year, primarily
related to funding
our operating activities, working
capital needs, and certain
capital investments offset by scheduled loan
principal payments.
 
Future Liquidity and Capital Resources
 
See Note F – Debt to the Condensed
 
Consolidated Financial Statements for a discussion
 
of our various financing arrangements,
 
including the terms of our revolving U.S.
credit facility.
 
Our credit facility, as well as cash flows
 
from operations, are intended
 
to fund our day-to-day working
 
capital needs, and along with
 
capital lease financing arrangements,
to fund our planned capital expenditures. However,
 
any material deterioration in our results of
 
operations may result in the loss
 
of our ability to borrow under
 
our U.S.
revolving credit facility and to issue letters of credit to suppliers, or may cause the borrowing availability under that facility to be insufficient for our needs. Availability
under our credit facility is primarily a function of the levels of our accounts receivable and inventory. A significant deterioration in our accounts receivable or inventory
levels could restrict our
 
our ability to borrow additional
 
borrow additional funds
or service our
 
indebtedness. Additionally,Our availability at
 
a significant deterioration in our
business results could
cause our
availability to
fall below
minimum thresholds, thereby
requiring us
to maintainMarch 2023 was above
 
the minimum
FCCR thresholds specified in
our credit
agreement, which
we may
not be
able to
maintain. Refer to Item 5. Other Information for
further information regarding our current financial covenants. While
our availability at December 2022 was
above the
minimum thresholds
specified in
our credit
agreement, a
significant deterioration
 
in our
credit agreement, and we were compliant with the
 
business couldapplicable EBITDA covenant minimum thresholds. We
 
cause ournote that the execution of the Ninth
 
availabilityAmendment to the Fifth
Amended and Restated
 
fall belowCredit Agreement suspended
 
such thresholds,application of the
 
thereby
requiring us to maintain the minimum FCCR specified incovenant until
 
our credit agreement.the expiration of
its Accommodation Period.
Refer to Note
F for further
information.
 
18
Share Repurchase Program
 
The Company did not purchase any
 
purchase any shares under
our previously announced share repurchase program
 
repurchase program in the March 2023 quarter.
 
first quarter of fiscal
2023. The total amount
repurchased during
during the life of the program
 
the program is $56.4 million.
 
At the end of the second
 
quarter of fiscal 2023, the first quarter
Company had $3.6 million of
 
fiscal 2023, the Company had
$3.6 million of remaining repurchase capacity under
 
under its existing
existing authorization.
 
Critical Accounting Policies
 
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which were prepared
in accordance with
 
U.S. GAAP. The preparation of
 
our Condensed 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
18
may
 
differ
 
from these
 
estimates under
 
different
 
assumptions or
 
conditions. The
 
most significant
 
estimates and
 
assumptions relate
 
to
 
revenue recognition,
 
accounts
receivable and related reserves, inventory and related reserves,
 
the carrying value of goodwill, and the accounting for
 
income taxes.
 
A
 
detailed discussion
 
of
 
critical
 
accounting policies
 
is
 
contained in
 
the
 
Significant
 
Accounting Policies
 
included
 
in
 
Note 2
 
to
 
the
 
Audited Consolidated
 
Financial
Statements included in our Annual Report
 
on Form 10-K for fiscal 2022, and
 
there have been no changes in those
 
policies since the filing of that Annual
 
Report on Form
10-K with the SEC.
 
Environmental and Other 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. The
 
labeling, distribution, importation,
 
marketing, and
 
sale of
 
our products
 
are subject
 
to extensive
 
regulation by various
 
federal
agencies, including the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the United States. Our international operations
are also subject to compliance
with the U.S. Foreign
Corrupt Practices Act (the
“FCPA” “FCPA”) and other anti-bribery laws applicable to our operations.
 
The environmental and other regulations applicable to our business are becoming increasingly
 
stringent, and we incur capital and other expenditures annually to achieve
compliance with these environmental
 
standards and regulations. We currently do not
 
expect that the amount of
 
expenditures required to comply with
 
these environmental
standards or other regulatory
 
matters 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, while we believe that we are currently in
 
compliance with all applicable environmental and other regulatory requirements,
the extent of
 
our liability, if any, for past
 
failures to comply
 
with laws, regulations
 
and permits applicable
 
to our operations
 
cannot be determined
 
and could have
 
a material
adverse effect on our operations, financial condition and liquidity.
Item 4.
 
Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures are controls and other procedures
 
that are designed to reasonably assure that information required
 
required to be disclosed 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 SEC’s
 
requirements. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information 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 principal
 
principal accounting
officer,
 
as
appropriate to allow timely decisions regarding required disclosure.
 
Our management, with the
 
participation of our Chief
 
Executive Officer and principal
 
accounting officer, has
 
evaluated the effectiveness of our
 
disclosure controls and
procedures as
of the
end of
the period covered by
this quarterly
report ("the
Evaluation Date") and, based on their evaluation, our
 
based on
their evaluation,
our Chief
Executive Officer
and principal
accounting officer have concluded that these controls and procedures
 
were effective as of the Evaluation Date.
 
Changes in Internal Control Over Financial Reporting
 
There were
no changes during the December
 
2022the March 2023 quarter
that have materially
affected, or
 
are reasonably likely
to materially affect,
 
affect, our
internal control over
 
over financial
reporting.
PART II.
 
OTHER INFORMATION
 
Item 1.
 
Legal Proceedings
 
See Note M—Legal Proceedings, in Part I, Item 1, which
 
is incorporated herein by reference.
Item 1A.
 
Risk Factors
 
None
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
(c) Repurchases of Common Stock
 
See Note N—Repurchase of Common Stock, Part I, in Item
 
1, which is incorporated herein by reference.
Item 5.
 
Other Information
 
Ninth Amendment to the Fifth Amended and Restated
Credit Agreement
On February 3, 2023, Delta Apparel, Inc. and its subsidiaries, M.J. Soffe, LLC,
Culver City Clothing Company (f/k/a Junkfood Clothing Company), Salt Life,
LLC, and
DTG2Go, LLC (f/k/a Art Gun, LLC) (collectively, the “Borrowers”) entered into a Ninth Amendment to the Fifth Amended and Restated Credit Agreement with Wells
Fargo Bank (the “Agent”) and the other lenders set forth therein
(“Ninth Amendment”). The Fifth Amended and Restated Credit Agreement, dated as of May 10, 2016,
was filed as
Exhibit 10.1 to
Delta Apparel’s Quarterly
Report on Form
10-Q filed with
the SEC on
May 12, 2016.
The First Amendment
to the Amended
Credit Agreement
was filed as
Exhibit 10.2.5 to
Delta Apparel’s
Annual Report on
Form 10-K filed
with the SEC
on November 28,
2017. The Consent
and Second Amendment
to the
Amended Credit Agreement was filed
as Exhibit 10.1 to
Delta Apparel’s Form 8-K
filed with the SEC
on March 13, 2018.
The Consent and Third Amendment
to the
Amended Credit Agreement was filed as Exhibit 10.1 to Delta
Apparel’s Form 8-K filed with the SEC on
October 9, 2018. The Consent and Fourth Amendment to the
Amended Credit Agreement
was filed as
Exhibit 10.2.8 to
Delta Apparel's Annual
Report on Form
10-K filed with
the SEC on November
21, 2019. The
Fifth Amendment
to the
Amended Credit
Agreement was
filed
as Exhibit
10.1 to
Delta Apparel’s
Quarterly Report
on
Form 10-Q
filed
with the
SEC on
April 30,
2020.
The Sixth
Amendment to the Amended Credit Agreement was
filed as Exhibit 10.1 to Delta Apparel’s Form 8-K filed with the
SEC on August 31, 2020. The Seventh Amendment
to the Amended Credit Agreement was filed as Exhibit
10.1 to Delta Apparel’s Form 8-K filed with the SEC on June 3, 2022.
The Ninth Amendment adds an
Accommodation Period beginning on the amendment date and
continuing through the date following September 30,
2023, upon which
Borrowers satisfy minimum availability thresholds
and during which: (i)
the minimum borrowing availability thresholds
applicable to the Amended
Credit Agreement
are (a) through (and including) April 1, 2023, $7,500,000,
(b) on and after April 2, 2023 through (and including)
June 4, 2023, $9,000,000, (c) on and after June 5, 2023,
through the date following September 30, 2023, upon which Borrowers satisfy minimum availability thresholds, $10,000,000; and (d) at all
times thereafter, $0; (ii) the
Fixed Charge Coverage
Ratio (“FCCR”)
covenant is
suspended; (iii)
Borrowers must
maintain specified
minimum EBITDA
levels for trailing
three-month periods
starting
March 4, 2023; (iv) the Applicable Margin with respect to loans
under the Amended Credit Agreement is increased by
50 basis points; and (v) a Cash Dominion TriggerNone
19
Event occurs if availability
is less than $2,000,000.
The Ninth Amendment also,
among other things, (i)
amends the FILO maximum
amount calculation by reloading
5%
of eligible
accounts receivable
(capped at
$3,000,000) and
deferring the
applicable amortization
schedules to
August 1,
2023; (ii)
defers the
monthly amortization
payments
for real
estate, machinery and
equipment, and
intellectual property assets
to August 1,
2023; (iii)
requires weekly reporting
of availability through
the date
following
September 30, 2023, upon which Borrowers
satisfy minimum availability thresholds;
and (iv) prohibits certain restricted payments
through the date following September
30, 2023, upon which Borrowers satisfy minimum availability
thresholds.
We expect the Ninth Amendment will enhance
our borrowing base and allow
us to access more of
our availability under the Amended
Credit Agreement while easing
the
financial covenant restrictions for the remainder of fiscal 2023.
The foregoing summary of the Ninth Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference
to the text of the Ninth Amendment, which is filed herewith
as Exhibit 10.2 to this Quarterly Report on Form 10-Q
and which is incorporated herein by reference.
Separate from
the relationship
related to
the
Amended Credit
Agreement, as
amended, certain
lenders thereunder
have engaged
in, or
may in
the future
engage in,
transactions with, and perform services for, Delta Apparel, Inc. and/or its
subsidiaries in the ordinary course of business
20
Item 6.
 
Exhibits
 
Exhibits
 
10.1
10.2
10.3
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101.INS
 
Inline XBRL Instance
 
Document - the
 
instance document does not
 
appear in the
 
Interactive Data File because
 
its XBRL tags
 
are embedded within
 
the
Inline XBRL document.
 
 
 
101.SCH
 
Inline XBRL Taxonomy Extension Schema
 
 
 
101.CAL
 
Inline XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF
 
Inline XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB
 
Inline XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE
 
Inline XBRL Taxonomy Extension Presentation Linkbase
 
 
 
104
 
Cover Page Interactive Data File - (formatted as Inline XBRL
 
and contained in Exhibit 101)
 
 
2120
SIGNATURES
 
Pursuant to the requirements
 
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)
 
 
 
 
Date
February 7,May 4, 2023
By:
/s/Nancy P. Bubanich
 
 
 
Nancy P. Bubanich
Chief Accounting Officer