1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2002
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 1-10095
DELTA WOODSIDE INDUSTRIES, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57- 0535180
-------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
P.O. Box 6126
100 Augusta Street
Greenville, South Carolina 29606
- ---------------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
864 255-4122
(Registrant's telephone number, including area code)
(Not Applicable)
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(Former name, former address and former fiscal year,
if changed since last report.)
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 [ X ] No [ ] .
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 Par Value--5,862,116 shares as of November 8, 2002
DELTA WOODSIDE INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--September 28, 2002 and June 29, 2002 3
Condensed consolidated statements of operations--
Three months ended September 28, 2002 and September 29, 2001 4
Condensed consolidated statements of cash flows--
Three months ended September 28, 2002 and September 29, 2001 5
Notes to condensed consolidated financial statements--September 28, 2002 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
CERTIFICATIONS 14-15
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
Delta Woodside Industries Inc. (In Thousands, except share amounts)
September 28, 2002 June 29, 2002
---------------------- ----------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 767 $ 314
Accounts receivable:
Factor and other 43,350 49,980
Less allowances for doubtful accounts and returns 32 32
---------------------- ----------------
43,318 49,948
Inventories
Finished goods 7,247 7,085
Work in process 18,570 19,878
Raw materials and supplies 6,789 5,784
---------------------- ----------------
32,606 32,747
Deferred income taxes 2,079 1,895
Other assets 201 19
---------------------- ----------------
TOTAL CURRENT ASSETS 78,971 84,923
Assets held for sale 3,141 3,141
PROPERTY, PLANT AND EQUIPMENT, at cost 147,411 147,906
Less accumulated depreciation 78,203 77,405
---------------------- ----------------
69,208 70,501
DEFERRED LOAN COSTS AND OTHER ASSETS 779 816
DEFERRED INCOME TAXES 5,484 6,499
---------------------- ----------------
$ 157,583 $ 165,880
====================== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 8,869 $ 11,675
Revolver 7,754 11,365
Accrued employee compensation 1,436 1,696
Accrued and sundry liabilities 9,410 10,798
---------------------- ----------------
TOTAL CURRENT LIABILITIES 27,469 35,534
LONG-TERM DEBT 46,266 47,819
DEFERRED COMPENSATION 7,003 7,281
SHAREHOLDERS' EQUITY
Common Stock -- par value $.01 a share -- authorized
50,000,000 shares, issued and outstanding 5,862,000 shares 58 58
at September 28, 2002 and 5,829,000 at June 29, 2002
Additional paid-in capital 86,871 86,694
Retained earnings(deficit) (10,084) (11,506)
---------------------- ----------------
76,845 75,246
COMMITMENTS AND CONTINGENCIES
---------------------- ----------------
$ 157,583 $ 165,880
====================== ================
See notes to consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF OPERATIONS
Delta Woodside Industries Inc.
(In Thousands, except per share data)
3 Months Ended 3 Months Ended
September 28, 2002 September 29, 2001
---------------------- -----------------------
Net sales $ 46,179 $ 36,977
Cost of goods sold 40,634 35,903
---------------------- -----------------------
Gross profit 5,545 1,074
Selling, general and administrative expenses 2,905 2,592
Impairment and restructuring expenses 8,683
Other income 465 22
---------------------- -----------------------
OPERATING PROFIT (LOSS) 3,105 (10,179)
Other (expense) income:
Interest expense (1,531) (2,465)
Interest income 97
Gain on extinguishment of debt 738
---------------------- -----------------------
(793) (2,368)
---------------------- -----------------------
INCOME(LOSS) BEFORE INCOME TAXES 2,312 (12,547)
Income tax expense (benefit) 890 (4,388)
---------------------- -----------------------
NET INCOME (LOSS) $ 1,422 $ (8,159)
====================== =======================
Basic and diluted earnings (loss) per share 0.24 (1.40)
Weighted average shares outstanding 5,861 5,834
====================== =======================
See notes to consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
Delta Woodside Industries Inc. (In Thousands)
3 Months Ended 3 Months Ended
September 28, 2002 September 29, 2001
----------------------- -----------------------
OPERATING ACTIVITIES
Net income (loss) $ 1,422 $ (8,159)
Adjustments to reconcile net income(loss) to net
cash provided (used) by operating activities:
Depreciation 2,289 2,266
Amortization 34 105
Gain on early retirement of debt (738)
Provision for impairment and restructuring 8,683
Losses (gains) on disposition of property
and equipment (433)
Change in deferred income taxes 831 (4,639)
Deferred compensation (278) 182
Changes in operating assets and liabilities 2,315 (266)
----------------------- -----------------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 5,442 (1,828)
INVESTING ACTIVITIES
Property, plant and equipment:
Purchases (1,306) (985)
Proceeds of dispositions 743
----------------------- -----------------------
NET CASH USED BY
INVESTING ACTIVITIES (563) (985)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit 48,900
Repayments on revolving lines of credit (52,511)
Repurchase and retirement of long term debt (815)
Repurchase common stock (39)
----------------------- -----------------------
NET CASH USED BY
FINANCING ACTIVITIES (4,426) (39)
----------------------- -----------------------
INCREASE/(DECREASE) IN CASH AND
CASH AND CASH EQUIVALENTS 453 (2,852)
Cash and cash equivalents at beginning of year 314 14,491
----------------------- -----------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 767 $ 11,639
======================= =======================
See notes to consolidated financial statements.
5
DELTA WOODSIDE INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Delta
Woodside Industries, Inc. ("the Company") have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of only normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended September 28, 2002 are not necessarily
indicative of the results that may be expected for the year ending June 28,
2003. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended June 29, 2002.
NOTE B-LONG-TERM DEBT, CREDIT ARRANGEMENTS, AND NOTES PAYABLE
On August 25, 1997 a subsidiary of the Company, Delta Mills, Inc. ("Delta
Mills"), issued $150 million of unsecured ten-year Senior Notes at an interest
rate of 9.625%. These notes will mature in August 2007. At September 28, 2002,
the outstanding balance of the notes was $46,266,000, a decrease of $1,553,000
from the balance at June 29, 2002.
Delta Mills has a secured $50 million revolving credit facility that expires on
March 31, 2004. Borrowings under this credit facility are based on eligible
accounts receivable and inventory of Delta Mills, subject to a maximum $37.5
million availability limit. The facility is secured by the accounts receivable,
inventory and capital stock of Delta Mills. The interest rate on the credit
facility is based on a spread over either LIBOR or a base rate. Borrowings under
this facility were $7.8 million and $11.4 million as of September 28, 2002 and
June 29, 2002, respectively.
The Delta Mills' credit facility contains restrictive covenants that restrict
additional indebtedness, dividends, and capital expenditures, and includes a
minimum availability requirement. The payment of dividends with respect to Delta
Mills, Inc. stock is permitted if there is no event of default and there is at
least $1 of availability under the facility. During the quarter ended September
28, 2002 and the year ended June 29, 2002, Delta Mills did not pay any dividends
to Delta Woodside Industries, Inc. Under the minimum availability requirement,
Delta Mills' availability for borrowings cannot exceed $37.5 million. The
revolver availability was approximately $25 million at September 28, 2002.
Management believes the availability under Delta Mills' credit facility is
adequate.
Delta Mills assigns a substantial portion of its trade accounts receivable to
GMAC Commercial Credit LLC (the Factor) under a factor agreement. The assignment
of these receivables is primarily without recourse, provided that customer
orders are approved by the Factor prior to shipment of goods, up to a maximum
for each individual account. The assigned trade accounts receivables are
recorded on the Delta Mills' books at full value and represent amounts due Delta
Mills from the Factor. There are no advances from the Factor against the
assigned receivables. All factoring fees are recorded on the Delta Mills' books
as incurred as a part of General and Administrative Expense.
6
NOTE C - STOCKHOLDERS' EQUITY
Activity in stockholders' equity during the three months ended September 28,
2002 is as follows (in thousands):
Total
Common Additional Paid Accumulated Stockholders'
Stock In Capital Deficit Equity
--------------- ----------------- --------------- -----------------
Balance at June 29, 2002 $58 $86,694 ($11,506) $75,246
Incentive stock award plan, shares issued 177 177
Net Income 1,422 1,422
--------------- ---------------------------------- -----------------
Balance at September 28, 2002 $58 $86,871 ($10,084) $76,845
=============== ================================== =================
NOTE D - REVERSE STOCK SPLIT
The Company effected a 4:1 reverse split of its common stock on February 5,
2002. The Company's shareholders adopted an amendment to the Company's articles
of incorporation that provided for the reverse split at a special meeting held
on January 28, 2002. The shareholders authorized the Company's board of
directors to determine whether to consummate the reverse split and to determine
the ratio of the reverse split within a range of whole shares from 3:1 to10:1.
The Company's board of directors set the ratio for the reverse split at 4:1. The
Company paid cash in lieu of any fractional shares. The total number of
authorized shares of common stock and the par value of the common stock remain
the same and were unaffected by the reverse split.
The common stock purchase rights attached to the Company's common stock pursuant
to its Shareholder Rights Agreement, dated December 10, 1999, as amended, were
adjusted in connection with the reverse stock split as required by the
provisions of Section 11(a) of the Rights Agreement to prevent any dilution or
enlargement of the rights. The exercise price of each right was increased from
the pre-split $5.00 per quarter-share of common stock to $20.00 per
quarter-share. Each share of common stock will continue to have only one right
attached to it, and each right will continue to evidence the right to acquire
one quarter share of the Company's common stock.
All shares and per share amounts in the condensed consolidated financial
statements have been retroactively restated in connection with the reverse stock
split.
NOTE E - RESTRUCTURING AND IMPAIRMENT CHARGES
During the year ended June 29, 2002, the Company took an impairment and
restructuring charge of $8.7 million, on a pretax basis, associated with the
closing of the Furman Plant as announced on August 22, 2001. Pursuant to SFAS
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed Of", the
Company recorded an $8.2 million non-cash asset write-down to reflect the
property and equipment at the Furman Plant at its estimated fair value, less
selling costs. The carrying amount of these assets was reduced to approximately
$3,923,000. The balance of the charge was approximately $.5 million of accrued
expenses for involuntary termination costs associated with the 122 employees
terminated as a result of the plant closing. Production at the Furman facility
ceased on October 21, 2001 and the Company is in the process of liquidating the
assets associated with this facility. The Company expects to complete the sale
of these assets in fiscal year 2003.
NOTE F - GAIN ON EXTINGUISHMENT OF DEBT
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
Nos. 4 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
Among other things, Statement No. 145, through the rescission of Statement No.
4, will no longer require extraordinary item treatment for gains and losses from
the extinguishment of debt, unless the debt extinguishment meets the unusual in
nature and infrequency of occurrence criteria established in APB 30. The
Statement was effective for fiscal years beginning after May 15, 2002 and
requires the reclassification of prior period items that do not meet the
extraordinary item classification criteria in APB 30. Upon adoption, the Company
reclassified all extraordinary gains recognized for the early extinguishment of
debt as a component of income before income taxes for all financial statement
periods presented. During the quarter ended September 28, 2002, Delta Mills,
Inc. purchased $1,553,000 face amount of its 9.625% Senior Notes for $815,000.
The Company recognized a gain of $738,000 as a result of this purchase, which is
included in income before income taxes in the accompanying statement of
operations.
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains certain "forward-looking statements". All
statements, other than statements of historical fact, that address activities,
events or developments that the Company expects or anticipates will or may occur
in the future, including such matters as future revenues, future cost savings,
future capital expenditures, business strategy, competitive strengths, goals,
plans, references to future success and other such information are
forward-looking statements. The words "estimate", "project", "anticipate",
"expect", "intend", "believe" and similar expressions are intended to identify
forward-looking statements.
The forward-looking statements in this Quarterly Report are based on the
Company's expectations and are subject to a number of business risks and
uncertainties, any of which could cause actual results to differ materially from
those set forth in or implied by the forward-looking statements. These risks and
uncertainties include, among others, changes in the retail demand for apparel
products, the cost of raw materials, competitive conditions in the apparel and
textile industries, the relative strength of the United States dollar as against
other currencies, changes in United States trade regulations and the discovery
of unknown conditions (such as with respect to environmental matters and similar
items). The Company does not undertake publicly to update or revise the
forward-looking statements even if it becomes clear that any projected results
will not be realized.
The Company, through its Delta Mills operating division, sells a broad range of
woven, finished apparel fabric primarily to branded apparel manufacturers and
resellers. Delta Mills also sells camouflage fabric and other fabrics used in
apparel sold to the United States Department of Defense. Delta Mills represents
the only business segment of the Company.
Net sales for the three months ended September 28, 2002 were $46.2 million as
compared to $37.0 million in the same quarter of the prior fiscal year, an
increase of 24.9%. The increase in sales was due principally to a 23.0% increase
in unit volume resulting from increased market demand. The average sales price
increased 1.6% in the current quarter as compared to the previous year quarter.
Gross profit was $5.5 million and 12.0% of sales in the first quarter of fiscal
year 2003. This compares to gross profit of $1.1 million and 2.9% of sales in
the prior year first quarter. For the current quarter, the increase in gross
profit was due to sales volume increases, improved product mix, increased
production schedules and lower operating costs. The first three factors were
primarily the result of increased market demand in all product categories. Also
contributing to the increase in gross profit was the cost reduction program
implemented during fiscal year 2002.
Selling, general and administrative expense (SG&A) was $2.9 million and 6.3% of
net sales for the first quarter of fiscal year 2003 compared to SG&A of $2.6
million and 7.0% of net sales for the prior year first quarter. As a percentage
of sales, SG&A decreased over the previous year quarter. The increase in the
SG&A dollar amount over the previous year's quarter expense represents increases
in expenses associated with increased sales volume and increased operating
schedules.
The Company reported operating income of $3.1 million in the current year first
quarter compared to an operating loss of $10.2 million in the first quarter of
fiscal 2002. The previous year quarter's operating loss included impairment and
restructuring charges of $8.7 million related to the closing of the Company's
Furman facility. Excluding impairment and restructuring charges of closed
facilities, the Company's operating loss would have been $1.5 million for the
three months ended September 29, 2001. The improvement in operating income is
due to the factors described above.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - CONTINUED
Interest expense was $1.5 million for the quarter ended September 28, 2002,
compared to $2.5 million for the prior year quarter. The reduction in interest
expense was primarily due to the reduction in the balance of the Senior Notes.
There was no interest income in the current quarter compared to interest income
of $0.1 million in the previous year quarter.
Included in other (expense) income for the quarter ended September 28, 2002 was
$0.7 million resulting from the repurchase by the Company's wholly owned
subsidiary, Delta Mills, Inc, of a portion of its 9.625% Senior Notes. There was
no similar income or expense reported in this category in the previous year
quarter.
The income tax expense for the quarter was $0.9 million. This compares to an
income tax benefit of $4.4 million in the previous year quarter. The effective
tax rate for the current period was the statutory rate of 38.5%. The tax rate of
the benefit for the previous year quarter was estimated at 35%.
The Company reported net income of $1.4 million or $0.24 per common share for
the quarter ended September 28, 2002 compared to a net loss of $8.2 million or
$1.40 per common share for the quarter ended September 29, 2001. Net income for
the current year quarter included a gain of $0.5 million on an after tax basis
from the repurchase by Delta Mills of a portion of its 9.625% Senior Notes. The
net loss for the three months ended September 29, 2001 included asset impairment
and restructuring costs associated with closed facilities of $5.6 million or
$0.96 per share on an after tax basis.
For the current quarter, the Company generated $6.1 million and used $5.7
million in cash for a net increase in cash of $0.4 million. Cash generated from
operations was $5.4 million. The Company also generated $0.7 million in cash
from various machinery and equipment sales. Cash uses for the quarter were $1.3
million for capital expenditures, $0.8 million for the repurchase of Senior
Notes, and $3.6 million for revolver debt reduction. The Company believes that
the cash flow generated by its operations combined with the availability on its
revolving credit facility will be sufficient to service its debt, to satisfy its
day to day working capital requirements and to fund its planned capital
expenditures.
On November 6, 2002, the Company announced that it had started a major capital
project to modernize its Delta 3 cotton finishing plant in Wallace SC. The
Company expects that the first phase of this project will be complete by June of
2003. During fiscal year 2004 and 2005, the Company plans additional capital
expenditures for this project to make the finishing facility better prepared for
growth and improved product quality.
On August 25, 1997 Delta Mills issued $150 million of unsecured ten-year Senior
Notes at an interest rate of 9.625%. These notes will mature in August 2007. At
September 28, 2002, the outstanding balance of the notes was $46,266,000, a
decrease of $1,553,000 from the balance at June 29, 2002.
Delta Mills has a secured $50 million revolving credit facility that expires on
March 31, 2004. Borrowings under this credit facility are based on eligible
accounts receivable and inventory of Delta Mills, subject to a maximum $37.5
million availability limit. The facility is secured by the accounts receivable,
inventory and capital stock of Delta Mills. The interest rate on the credit
facility is based on a spread over either LIBOR or a base rate. Borrowings under
this facility were $7.8 million and $11.4 million as of September 28, 2002 and
June 29, 2002, respectively.
The Delta Mills' credit facility contains restrictive covenants that restrict
additional indebtedness, dividends, and capital expenditures, and includes a
minimum availability requirement. The payment of dividends with respect to Delta
Mills, Inc. stock is permitted if there is no event of default and there is at
least $1 of availability under the facility. During the quarter ended September
28, 2002 and the year ended June 29, 2002, Delta Mills did not pay any dividends
to Delta Woodside Industries, Inc. Under the minimum availability requirement,
Delta Mills' availability for borrowings cannot exceed $37.5 million. The
revolver availability was approximately $25 million at September 28, 2002.
Management believes the availability under Delta Mills' credit facility is
adequate.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - CONTINUED
In August of 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations". SFAS 143 requires an enterprise to record the fair value of an
asset retirement obligation as a liability in the period in which it incurs a
legal obligation associated with the retirement of tangible long-lived assets,
which assets result from the acquisition, construction, development and or
normal use of the assets. The enterprise also is to record a corresponding
increase to the carrying amount of the related long-lived asset (i.e. the
associated asset retirement costs) and to depreciate that cost over the life of
the asset. The liability is changed at the end of each period to reflect the
passage of time (i.e. accretion expense) and changes in the estimated future
cash flows underlying the initial fair value measurement. This statement is
effective for fiscal years beginning after June 15, 2002. The Company has
adopted the Statement effective for fiscal 2003. The adoption of this standard
has not materially impacted the Company.
On October 3, 2001 the FASB issued statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The FASB's
new rules on asset impairment supersede FASB statement No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", and provide a single accounting model for long-lived assets to be disposed
of. The Company has adopted the Statement effective for fiscal 2003. The
adoption of this standard has not materially impacted the Company.
In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
Nos. 4 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
Among other things, Statement No. 145, through the rescission of Statement No.
4, will no longer require extraordinary item treatment for gains and losses from
the extinguishment of debt, unless the debt extinguishment meets the unusual in
nature and infrequency of occurrence criteria established in APB 30. The
Statement was effective for fiscal years beginning after May 15, 2002 and
requires the reclassification of prior period items that do not meet the
extraordinary item classification criteria in APB 30. Upon adoption, the Company
reclassified all extraordinary gains recognized for the early extinguishment of
debt as a component of income before income taxes for all financial statement
periods presented.
In July 2002, the FASB issued Statement No. 146, "Accounting for Obligations
Associated with Disposal Activities". Statement No. 146 addresses financial
reporting and accounting for costs associated with exit or disposal activities.
It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". Statement 146 requires that a liability be
recognized for such costs only when the liability is incurred, which is in
contrast to EITF No. 94-3, which requires the recognition of a liability upon
the commitment to an exit plan. The Statement is effective for exit or disposal
activities that are initiated after December 31, 2002. The Company believes the
adoption of Statement No. 146 will not have a material impact on its financial
statements.
During 1998, the Company received notices from the State of North Carolina
asserting deficiencies in state corporate income and franchise taxes for the
Company's 1994 - 1997 tax years. The total additional tax proposed by the State
amounts to $1.3 million, which includes interest. The assessment has been
delayed pending an administrative review by the State of the case. During
October 2002, the State proposed a settlement in which the Company would pay
approximately 90% of the assessed amount plus a portion of certain penalties for
the Company's tax years 1994 - 2000. The Company has not fully evaluated what
its position will be in response to this settlement offer. The Company believes
reserves for any likely settlement are adequate and any payment in settlement of
this matter will not result in a material impact on the Company's results of
operations.
10
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that are reflective of
significant judgements and uncertainties, and potentially result in materially
different results under different assumptions and conditions.
Impairment of Long - Lived Assets: When required by circumstances, the Company
evaluates the recoverability of its long - lived assets by comparing estimated
future undiscounted cash flows with the asset's carrying amount to determine if
a write - down to fair value is required.
Income Taxes: Deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax bases of existing assets and liabilities. The effect on deferred taxes
of a change in tax rates is recognized in income in the period that includes the
enactment date. At September 28, 2002, the Company had regular tax loss carry
forwards of $35 million for federal purposes and $10 million for state purposes.
The Federal loss carry forwards expire at various intervals from 2013 to 2021,
while the state loss carry forwards expire at various intervals beginning in
2003. At September 28, 2002, the Company's gross deferred tax assets are reduced
by a valuation allowance of $156,000 due to expiring tax credits. It is
management's belief that it is more likely than not that the gross deferred tax
assets will be realized in the future. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. The potential
tax effect of establishing a full valuation allowance on gross deferred tax
assets is approximately $13 million.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Risk Sensitivity
As a part of the Company's business of converting fiber to finished fabric, the
Company makes raw cotton purchase commitments and then fixes prices with cotton
merchants who buy from producers and sell to textile manufacturers. Daily price
fluctuations are minimal, yet long-term trends in price movement can result in
unfavorable pricing of cotton. Before fixing prices, the Company looks at supply
and demand fundamentals, recent price trends and other factors that affect
cotton prices. The Company also reviews the backlog of orders from customers as
well as the level of fixed price cotton commitments in the industry in general.
As of September 28, 2002, a 10% decline in market price of the Company's fixed
price contracts would have had a negative impact of approximately $1.1 million
on the value of the contracts. As of June 29, 2002, such a 10% decline would
have had a negative impact of $1.5 million. The decline in the potential
negative impact from June 29, 2002 to September 28, 2002 is due principally to a
decline in the quantity of cotton with fixed prices as compared to the previous
period.
Interest Rate Sensitivity
The $50 million secured four-year revolving credit facility expiring in 2004 is
sensitive to changes in interest rates. Interest is based on a spread over LIBOR
or a base rate. An interest rate increase would have a negative impact to the
extent the Company borrows against the revolving credit facility. The impact
would be dependent on the level of borrowings incurred. As of September 28,
2002, an increase in the interest rate of 1% would have a negative impact of
approximately $77,500. As of June 29, 2002, an increase in the interest rate of
1% would have had a negative impact of approximately $114,000. The decline in
the potential negative impact from June 29, 2002 to September 28, 2002 is due to
the decrease in borrowings from the facility.
An interest rate change would not have an impact on the payments due under the
fixed rate ten year Senior Notes.
11
Item 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
the Chief Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this quarterly report, and,
based on their evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that these controls and procedures are effective. There
were no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings*
Item 2. Changes in Securities and Use of Proceeds*
Item 3. Defaults upon Senior Securities*
Item 4. Submission of Matters to a Vote of Security Holders
The following summarizes the votes at the Annual Meeting of
the Company's shareholders held on November 7, 2002.
Broker
For Against Withheld Abstentions Non-Votes
--- ------- -------- ----------- ---------
Election of
Directors
- ---------
W.F. Garrett 5,652,175 30,433
C.C. Guy 5,609,035 73,573
J.F. Kane 5,604,860 77,748
M. Lennon 5,609,097 73,511
E.E. Maddrey, II 5,647,021 35,587
B.A. Mickel 5,651,391 31,217
Ratification of
Appointment of
KPMG LLP as
Independent
Auditors for
Fiscal 2003 5,653,071 26,557 2,980
- -----------
12
Item 5. Other Information*
Item 6. Exhibits and Reports on Form 8-K
a) Listing of Exhibits
99.1 Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
signed by William F. Garrett, dated November 12, 2002
99.2 Certificate Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
signed by William H. Hardman, dated November 12, 2002
b) No report on Form 8-K was filed during the fiscal quarter
ended September 28, 2002.
* Items 1,2,3, and 5 are not applicable.
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 Woodside Industries, Inc.
-----------------------------------
(Registrant)
Date November 12, 2002 By: /s/ W. H. Hardman, Jr.
------------------------------- ------------------------------------
W.H. Hardman, Jr.
Chief Financial Officer
13
CERTIFICATIONS
I, William F. Garrett, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delta Woodside
Industries, Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("the Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
fulfilling the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date November 12, 2002 By: /s/ William F. Garrett
--------------------------------- -------------------------------
William F. Garrett
President & Chief Executive Officer
14
I, William H. Hardman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Delta Woodside
Industries, Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("the Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
fulfilling the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date November 12, 2002 By: /s/ W. H. Hardman, Jr.
-------------------------------------- -----------------------------
W.H. Hardman, Jr.
Chief Financial Officer
15