Delta Apparel, Inc. announced Monday that it has signed a definitive agreement to purchase all of the outstanding capital stock of M. J. Soffe Company, Inc. Delta Apparel expects the Soffe acquisition will add approximately $100 million in sales to Delta Apparel and increase per share earnings sixty to eighty cents per share in the first full year of operations.
The transaction is valued at up to $72 million, consisting of $52 million of cash including retirement of debt, $8 million in promissory notes, and up to $12 million in contingent payments subject to the achievement of certain performance targets. All outstanding bank debt of Soffe will be satisfied upon consummation of the sale. The acquisition is expected to close in September of 2003, and is subject to regulatory approval, satisfactory completion of due diligence, and financing approval.
Delta Apparel expects to finance the cash portion of the selling price primarily from new asset based secured term loans and secured revolving credit agreements, both of which will be subject to the satisfaction of customary conditions.
M. J. Soffe was founded in 1946 and has a long history of profitability and growth in the branded activewear market. For the twelve months ended December 31, 2002, Soffe had sales of approximately $100 million and served four distinct channels of distribution. The Soffe brand is well recognized at specialty sporting goods stores and department stores. In addition to these retail channels, they also supply college bookstores and have a long history of producing activewear products for the U. S. Military.
Robert W. Humphreys, President and CEO of Delta Apparel, Inc. commented, “The Soffe management team has done an outstanding job of building a profitable, branded activewear business. The addition of the Soffe business to Delta Apparel represents an exceptional opportunity to participate in four additional distinct channels of distribution for activewear products. We believe the manufacturing, distribution and marketing synergies between the companies will allow both operations to expand at a faster pace than would be possible on a stand-alone basis. We are delighted to welcome Jim Soffe, who will continue to serve as CEO of M. J. Soffe, and his current management team to Delta Apparel and we are looking forward to their continued leadership in directing this business.”
Jim Soffe, CEO of M. J. Soffe Company, Inc. said, “Teaming up with Delta Apparel represents a great milestone in the history of our company. This will give us the resources to continue our growth and will offer future opportunities for our employees as the Soffe brand continues to grow in popularity. We look forward to this new association with high expectations.”
Kurt Salmon Associates Capital Advisors served as M. J. Soffes financial advisor in connection with the proposed transaction.
Delta Apparel, Inc. also announces its preliminary results of operation for the fiscal quarter and fiscal year ended June 28, 2003. For the quarter ended June 28, 2003 sales are expected to be approximately $36.8 million. For the twelve months ended June 28, 2003 sales are expected to be approximately $129.5 million. Basic earnings per share for the quarter are expected to be in the range of $0.34 to $0.39. Basic earnings per share for the year ended June 28, 2003 are expected to be in the range of $1.43 to $1.48.
Robert W. Humphreys, President and CEO, commented on Delta Apparel’s results, “Basic commodity T-shirt pricing remained soft in our fourth fiscal quarter resulting in sales and operating income below our expectations. Average selling prices for the quarter were down approximately 10% from last year, and down approximately 7% from the March quarter. Our sales to distributors were down over 50% for the quarter and represented approximately 10% of our sales for the quarter. During the fourth fiscal quarter we also idled our textile operations for a week to help balance inventories.
“New customer growth continued at a strong pace for the quarter and was up 49% for the year. New product sales continued to increase with good margins. We feel that our continued efforts to grow our non-commodity business and increase sales to our direct customers will serve us well in the future.”