10-Q/A Loan Agreement
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 2, 2011
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-15583
DELTA APPAREL, INC.
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(Exact name of registrant as specified in its charter)
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GEORGIA | | 58-2508794 |
(State or Other Jurisdiction of | | (I.R.S. Employer |
Incorporation or Organization) | | Identification No.) |
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322 South Main Street | | |
Greenville, SC | | 29601 |
(Address of principal executive offices) | | (Zip Code) |
(864) 232-5200
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(Registrant’s telephone number, including area code)
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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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of a “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o | | Accelerated filer o | | Non-accelerated filer þ | | Smaller reporting company o |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
As of April 29, 2011, there were outstanding 8,420,983 shares of the 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.
Explanatory Note
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Delta Apparel, Inc. (the “Company”) for the fiscal quarter ended April 2, 2011, as filed with the Securities and Exchange Commission on May 5, 2011 (the “Form 10-Q”), is to amend Part II, Item 6 of that report to amend the exhibit list and to file the Third Amended and Restated Loan and Security Agreement (the “Third Amended Loan Agreement”) dated as of September 21, 2007 among the Company, Junkfood Clothing Company, M.J. Soffe, LLC, Wells Fargo Bank, National Association, as successor by merger to Wachovia Bank, National Association, as Agent, and the financial institutions named therein as Lenders in its entirety as Exhibit 10.1. The Securities and Exchange Commission requested that the Company file the Third Amended Loan Agreement in its entirety in connection with a confidential treatment requested submitted by the Company on May 5, 2011. The Third Amended Loan Agreement was amended by that certain Letter Amendment (the “Letter Amendment”) to the Third Amended and Restated Loan and Security Agreement dated March 30, 2009 among the Company, Junkfood Clothing Company, M.J. Soffe , LLC, Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, as Agent, and the financial institutions named therein as Lenders. The Company filed the Letter Amendment as Exhibit 10.2.1 to the Company's Form 10-K filed on August 28, 2009.
The Third Amended and Restated Loan Agreement has been amended and replaced in its entirety by a Fourth Amended and Restated Loan and Security Agreement, dated May 27, 2011, among the Company, Junkfood Clothing Company, M.J. Soffe, LLC, To The Game, LLC, Art Gun, LLC, and TCX, LLC, the financial institutions named therein as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., as Syndication Agent, Wells Fargo Capital Finance, LLC, as Sole Lead Arranger, and Wells Fargo Capital Finance, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Bookrunners (the “Fourth Amended Loan Agreement”). The Company filed the Fourth Amended Loan Agreement as Exhibit 10.1 to its Form 8-K filed on June 3, 2011.
No other changes have been made to the Form 10-Q, and this Amendment No. 1 does not amend, modify, or update any other disclosure in the Form 10-Q. This Amendment No. 1 speaks as of the date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.
PART II. OTHER INFORMATION
Item 6. Exhibits
Exhibits
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10.1 | Third Amended and Restated Loan and Security Agreement dated as of September 21, 2007 among Delta Apparel, Inc., Junkfood Clothing Company, M. J. Soffe Co., Wells Fargo Bank, National Association, successor by merger to Wachovia Bank, National Association, as Agent, and the financial institutions named therein as Lenders.* |
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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. |
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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. |
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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. |
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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. |
*Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | DELTA APPAREL, INC. |
| | (Registrant) |
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September 6, 2011 | | By: /s/ Deborah H. Merrill |
Date | | Deborah H. Merrill |
| | Vice President, Chief Financial Officer and Treasurer |