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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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GEORGIA
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58-2508794
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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322 South Main Street
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Greenville, SC
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29601
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Exhibits
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EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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PART 1.
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FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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June 28,
2014 |
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September 28,
2013 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
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Cash and cash equivalents
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$
|
500
|
|
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$
|
829
|
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Accounts receivable, less allowances of $3,139 and $2,958 respectively
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70,129
|
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68,707
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|
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Income tax receivable
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169
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|
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1,232
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|
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Inventories, net
|
165,759
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165,190
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|
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Prepaid expenses and other current assets
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5,251
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3,786
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|
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Deferred income taxes
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10,481
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5,981
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|
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Total current assets
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252,289
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245,725
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||||
Property, plant and equipment, net of accumulated depreciation of $75,453 and $71,453 respectively
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42,160
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40,600
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|
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Goodwill
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36,729
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36,729
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|
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Intangibles, net
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23,832
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24,837
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|
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Other assets
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3,620
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|
|
3,871
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Total assets
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$
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358,630
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$
|
351,762
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||||
Liabilities and Shareholders’ Equity
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||||
Current liabilities:
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Accounts payable
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$
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55,087
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$
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52,877
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Accrued expenses
|
15,961
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17,463
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|
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Current portion of long-term debt
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15,054
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3,704
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|
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Total current liabilities
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86,102
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74,044
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Long-term debt, less current maturities
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124,166
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131,030
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|
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Deferred income taxes
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4,510
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3,610
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|
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Other liabilities
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1,346
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806
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|
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Contingent consideration
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3,600
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3,400
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Total liabilities
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$
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219,724
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$
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212,890
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Shareholders’ equity:
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Preferred stock—$0.01 par value, 2,000,000 shares authorized, none issued and outstanding
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—
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—
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Common stock —$0.01 par value, 15,000,000 shares authorized, 9,646,972 shares issued, and 7,877,674 and 7,873,848 shares outstanding as of June 28, 2014 and September 28, 2013, respectively
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96
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|
|
96
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|
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Additional paid-in capital
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59,788
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59,428
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|
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Retained earnings
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100,384
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|
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100,579
|
|
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Accumulated other comprehensive loss
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(470
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)
|
|
(557
|
)
|
||
Treasury stock —1,769,298 and 1,773,124 shares as of June 28, 2014 and September 28, 2013, respectively
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(20,892
|
)
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(20,674
|
)
|
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Total shareholders’ equity
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138,906
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|
|
138,872
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|
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Total liabilities and shareholders' equity
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$
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358,630
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|
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$
|
351,762
|
|
|
|
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Three Months Ended
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Nine Months Ended
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||||||||||||
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June 28,
2014 |
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June 29,
2013 |
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June 28,
2014 |
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June 29,
2013 |
||||||||
Net sales
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$
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123,534
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|
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$
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133,567
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$
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338,004
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|
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$
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360,409
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Cost of goods sold
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100,796
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105,081
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273,945
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282,754
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||||
Gross profit
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22,738
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28,486
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64,059
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77,655
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Selling, general and administrative expenses
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21,063
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23,502
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62,199
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69,083
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Change in fair value of contingent consideration
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75
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—
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200
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—
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||||
Other expense (income), net
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8
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327
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(91
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)
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506
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||||
Operating income
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1,592
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4,657
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1,751
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8,066
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Interest expense, net
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1,471
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1,019
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4,384
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2,921
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|
||||
Income (loss) before benefit from income taxes
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121
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|
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3,638
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(2,633
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)
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5,145
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|
||||
Benefit from income taxes
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(2,045
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)
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(330
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)
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(2,438
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)
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(475
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)
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||||
Net earnings (loss)
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$
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2,166
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|
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$
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3,968
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$
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(195
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)
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$
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5,620
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||||||||
Basic earnings (loss) per share
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$
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0.27
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$
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0.49
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$
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(0.02
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)
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$
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0.69
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Diluted earnings (loss) per share
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$
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0.27
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$
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0.48
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$
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(0.02
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)
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$
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0.67
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||||||||
Weighted average number of shares outstanding
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7,903
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|
8,070
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7,909
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|
8,179
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|
||||
Dilutive effect of stock options and awards
|
202
|
|
|
252
|
|
|
—
|
|
|
255
|
|
||||
Weighted average number of shares assuming dilution
|
8,105
|
|
|
8,322
|
|
|
7,909
|
|
|
8,434
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Net earnings (loss)
|
$
|
2,166
|
|
|
$
|
3,968
|
|
|
$
|
(195
|
)
|
|
$
|
5,620
|
|
Net unrealized (loss) gain on cash flow hedges
|
(76
|
)
|
|
26
|
|
|
87
|
|
|
77
|
|
||||
Comprehensive income (loss)
|
$
|
2,090
|
|
|
$
|
3,994
|
|
|
$
|
(108
|
)
|
|
$
|
5,697
|
|
|
Nine Months Ended
|
||||||
|
June 28, 2014
|
|
June 29, 2013
|
||||
Operating activities:
|
|
|
|
||||
Net (loss) earnings
|
$
|
(195
|
)
|
|
$
|
5,620
|
|
Adjustments to reconcile (loss) earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
7,043
|
|
|
6,069
|
|
||
Amortization of deferred financing fees
|
263
|
|
|
273
|
|
||
Excess tax benefits from exercise of stock options
|
(27
|
)
|
|
(34
|
)
|
||
Benefits from deferred income taxes
|
(3,600
|
)
|
|
(626
|
)
|
||
Non-cash stock compensation
|
365
|
|
|
409
|
|
||
Change in the fair value of contingent consideration
|
200
|
|
|
—
|
|
||
Loss on disposal or impairment of property and equipment
|
25
|
|
|
372
|
|
||
Release of cash held in escrow
|
3,000
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(1,422
|
)
|
|
(5,530
|
)
|
||
Inventories
|
(569
|
)
|
|
2,300
|
|
||
Prepaid expenses and other assets
|
(1,465
|
)
|
|
(284
|
)
|
||
Other non-current assets
|
(11
|
)
|
|
—
|
|
||
Accounts payable
|
2,210
|
|
|
5,575
|
|
||
Accrued expenses
|
(4,702
|
)
|
|
(2,968
|
)
|
||
Income tax receivable
|
1,090
|
|
|
5,066
|
|
||
Other liabilities
|
827
|
|
|
(65
|
)
|
||
Net cash provided by operating activities
|
3,032
|
|
|
16,177
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment, net
|
(7,696
|
)
|
|
(6,235
|
)
|
||
Proceeds from sale of equipment
|
71
|
|
|
72
|
|
||
Net cash used in investing activities
|
(7,625
|
)
|
|
(6,163
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from long-term debt
|
375,738
|
|
|
361,995
|
|
||
Repayment of long-term debt
|
(371,252
|
)
|
|
(366,280
|
)
|
||
Repurchase of common stock
|
(1,180
|
)
|
|
(6,792
|
)
|
||
Proceeds from exercise of stock options
|
931
|
|
|
23
|
|
||
Payment of withholding taxes on exercise of stock options
|
—
|
|
|
(236
|
)
|
||
Excess tax benefits from exercise of stock options
|
27
|
|
|
34
|
|
||
Net cash provided by (used in) financing activities
|
4,264
|
|
|
(11,256
|
)
|
||
Net decrease in cash and cash equivalents
|
(329
|
)
|
|
(1,242
|
)
|
||
Cash and cash equivalents at beginning of period
|
829
|
|
|
1,840
|
|
||
Cash and cash equivalents at end of period
|
$
|
500
|
|
|
$
|
598
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
3,435
|
|
|
$
|
2,449
|
|
Cash paid during the period for income taxes, net of refunds received
|
$
|
225
|
|
|
$
|
(4,863
|
)
|
|
|
|
Economic Life
|
||
Goodwill
|
|
$
|
19,917
|
|
N/A
|
|
|
|
|
||
Intangibles:
|
|
|
|
||
Tradename/trademarks
|
|
16,000
|
|
30 yrs
|
|
License agreements
|
|
2,100
|
|
15 – 30 yrs
|
|
Non-compete agreements
|
|
770
|
|
6.6 yrs
|
|
Total intangibles
|
|
18,870
|
|
|
|
|
|
|
|
||
Total goodwill and intangibles
|
|
$
|
38,787
|
|
|
|
June 28,
2014 |
|
September 28,
2013 |
||||
Raw materials
|
$
|
11,740
|
|
|
$
|
11,917
|
|
Work in process
|
17,040
|
|
|
15,121
|
|
||
Finished goods
|
136,979
|
|
|
138,152
|
|
||
|
$
|
165,759
|
|
|
$
|
165,190
|
|
Yarn
|
$
|
23,342
|
|
Natural gas
|
55
|
|
|
Finished fabric
|
1,965
|
|
|
Finished products
|
20,925
|
|
|
|
$
|
46,287
|
|
|
Basics
|
|
Branded
|
|
Consolidated
|
||||||
Three months ended June 28, 2014
|
|
|
|
|
|
||||||
Net sales
|
$
|
73,532
|
|
|
$
|
50,002
|
|
|
$
|
123,534
|
|
Segment operating earnings (loss)
|
2,159
|
|
|
(567
|
)
|
|
1,592
|
|
|||
Segment assets *
|
176,524
|
|
|
182,106
|
|
|
358,630
|
|
|||
|
|
|
|
|
|
||||||
Three months ended June 29, 2013
|
|
|
|
|
|
||||||
Net sales
|
$
|
78,047
|
|
|
$
|
55,520
|
|
|
$
|
133,567
|
|
Segment operating earnings (loss)
|
5,308
|
|
|
(651
|
)
|
|
4,657
|
|
|||
Segment assets *
|
161,716
|
|
|
150,194
|
|
|
311,910
|
|
*
|
|
All goodwill and intangibles on our balance sheet are included in the branded segment.
|
|
Basics
|
|
Branded
|
|
Consolidated
|
||||||
Nine months ended June 28, 2014
|
|
|
|
|
|
||||||
Net sales
|
$
|
196,244
|
|
|
$
|
141,760
|
|
|
$
|
338,004
|
|
Segment operating earnings (loss)
|
5,705
|
|
|
(3,954
|
)
|
|
1,751
|
|
|||
|
|
|
|
|
|
||||||
Nine months ended June 28. 2013
|
|
|
|
|
|
||||||
Net sales
|
$
|
204,294
|
|
|
$
|
156,115
|
|
|
$
|
360,409
|
|
Segment operating earnings (loss)
|
12,604
|
|
|
(4,538
|
)
|
|
8,066
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 28,
2014 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 29,
2013 |
||||||||
Segment operating earnings
|
$
|
1,592
|
|
|
$
|
4,657
|
|
|
$
|
1,751
|
|
|
$
|
8,066
|
|
Unallocated interest expense
|
1,471
|
|
|
1,019
|
|
|
4,384
|
|
|
2,921
|
|
||||
Consolidated income (loss) before benefit from income taxes
|
$
|
121
|
|
|
$
|
3,638
|
|
|
$
|
(2,633
|
)
|
|
$
|
5,145
|
|
|
Effective Date
|
|
Notational
Amount
|
|
Fixed LIBOR Rate
|
|
Maturity Date
|
|
Interest Rate Swap
|
September 9, 2013
|
|
$15 million
|
|
1.1700
|
%
|
|
September 9, 2016
|
Interest Rate Swap
|
September 9, 2013
|
|
$15 million
|
|
1.6480
|
%
|
|
September 11, 2017
|
Interest Rate Swap
|
September 19, 2013
|
|
$15 million
|
|
1.0030
|
%
|
|
September 19, 2016
|
Interest Rate Swap
|
September 19, 2013
|
|
$15 million
|
|
1.4490
|
%
|
|
September 19, 2017
|
Interest Rate Swap
|
September 1, 2011
|
|
$10 million
|
|
1.0700
|
%
|
|
September 1, 2014
|
◦
|
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.
|
|
Fair Value Measurements Using
|
|||||||||||||
Period Ended
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||
Interest Rate Swaps
|
|
|
|
|
|
|
|
|||||||
June 28, 2014
|
$
|
(765
|
)
|
|
—
|
|
|
$
|
(765
|
)
|
|
—
|
|
|
September 28, 2013
|
$
|
(906
|
)
|
|
—
|
|
|
$
|
(906
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent Consideration
|
|
|
|
|
|
|
|
|||||||
June 28, 2014
|
$
|
(3,600
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(3,600
|
)
|
|
September 28, 2013
|
$
|
(3,400
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(3,400
|
)
|
|
June 28,
2014 |
|
September 28,
2013 |
||||
Accrued expenses
|
$
|
(16
|
)
|
|
$
|
(100
|
)
|
Deferred tax liabilities
|
295
|
|
|
349
|
|
||
Other liabilities
|
(749
|
)
|
|
(806
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(470
|
)
|
|
$
|
(557
|
)
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans
|
||||||
March 30, 2014 to May 3, 2014
|
|
13,119
|
|
|
$
|
15.23
|
|
|
13,119
|
|
|
|
$5.5
|
million
|
May 4, 2014 to May 31, 2014
|
|
53,437
|
|
|
$14.99
|
|
53,437
|
|
|
|
$4.7
|
million
|
||
June 1, 2014 to June 28, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$4.7
|
million
|
|
Total
|
|
66,556
|
|
|
$15.04
|
|
66,556
|
|
|
|
$4.7
|
million
|
Fiscal Year
|
Amount
|
||
2014
|
$
|
293
|
|
2015
|
2,619
|
|
|
2016
|
2,527
|
|
|
2017
|
100
|
|
|
|
$
|
5,539
|
|
|
June 28, 2014
|
|
September 28, 2013
|
|
|
||||||||||||||||
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Cost
|
Accumulated Amortization
|
Net Value
|
|
Economic Life
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
36,729
|
|
$
|
—
|
|
$
|
36,729
|
|
|
$
|
36,729
|
|
$
|
—
|
|
$
|
36,729
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangibles:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradename/trademarks
|
$
|
17,530
|
|
$
|
(1,129
|
)
|
$
|
16,401
|
|
|
$
|
17,530
|
|
$
|
(672
|
)
|
$
|
16,858
|
|
|
20 – 30 yrs
|
Customer relationships
|
7,220
|
|
(3,208
|
)
|
4,012
|
|
|
7,220
|
|
(2,937
|
)
|
4,283
|
|
|
20 yrs
|
||||||
Technology
|
1,220
|
|
(551
|
)
|
669
|
|
|
1,220
|
|
(459
|
)
|
761
|
|
|
10 yrs
|
||||||
License agreements
|
2,100
|
|
(87
|
)
|
2,013
|
|
|
2,100
|
|
(10
|
)
|
2,090
|
|
|
15 – 30 yrs
|
||||||
Non-compete agreements
|
1,287
|
|
(550
|
)
|
737
|
|
|
1,287
|
|
(442
|
)
|
845
|
|
|
4 – 8.5 yrs
|
||||||
Total intangibles
|
$
|
29,357
|
|
$
|
(5,525
|
)
|
$
|
23,832
|
|
|
$
|
29,357
|
|
$
|
(4,520
|
)
|
$
|
24,837
|
|
|
|
•
|
the volatility and uncertainty of cotton and other raw material prices;
|
•
|
the general U.S. and international economic conditions;
|
•
|
deterioration in the financial condition of our customers and suppliers and changes in the operations and strategies of our customers and suppliers;
|
•
|
the competitive conditions in the apparel and textile industries;
|
•
|
our ability to predict or react to changing consumer preferences or trends;
|
•
|
pricing pressures and the implementation of cost reduction strategies;
|
•
|
changes in the economic, political and social stability of our offshore locations;
|
•
|
our ability to retain key management;
|
•
|
the effect of unseasonable weather conditions on purchases of our products;
|
•
|
significant changes in our effective tax rate;
|
•
|
any 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 ability to grow, achieve synergies and realize the expected profitability of recent acquisitions;
|
•
|
the volatility and uncertainty of energy and fuel prices;
|
•
|
any material disruptions in our information systems related to our business operations;
|
•
|
any data security or privacy breaches;
|
•
|
any significant interruptions within our distribution network;
|
•
|
changes in or our ability to comply with safety, health and environmental regulations;
|
•
|
any significant litigation in either domestic or international jurisdictions;
|
•
|
the ability to protect our trademarks and other intellectual property;
|
•
|
the ability to obtain and renew our significant license agreements;
|
•
|
the impairment of acquired intangible assets;
|
•
|
changes in e-commerce laws and regulations;
|
•
|
changes to international trade regulations;
|
•
|
changes in employment laws or regulations or our relationship with our employees;
|
•
|
cost increases and reduction in future profitability due to recent healthcare legislation;
|
•
|
foreign currency exchange rate fluctuations;
|
•
|
violations of manufacturing or employee safety standards, labor laws, or unethical business practices by our suppliers and independent contractors;
|
•
|
the illiquidity of our shares;
|
•
|
price volatility in our shares and the general volatility of the stock market; and
|
•
|
the costs required to comply with the regulatory landscape regarding public company governance and disclosure.
|
Item 4.
|
Controls and Procedures
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
Legal Proceedings
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 6.
|
Exhibits
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
DELTA APPAREL, INC.
(Registrant)
|
Date
|
August 6, 2014
|
By:
|
/s/ Deborah H. Merrill
|
|
|
|
Deborah H. Merrill
Vice President, Chief Financial Officer and Treasurer |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Target Corporation | TGT |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|