UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported):   August 6, 2014

DELTA APPAREL, INC.
(Exact name of registrant as specified in its charter)

			
 	Georgia	 	
 	(State or Other Jurisdiction
of Incorporation)	 	
 	 	 	
1-15583	 	58-2508794	
(Commission File Number)	 	(IRS Employer Identification No.)	

			
322 South Main Street,
Greenville, South Carolina	 	29601	
(Address of principal executive offices)	 	(Zip Code)	

			
 	(864) 232-5200	 	
(Registrant's Telephone Number
Including Area Code)	
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2014, Delta Apparel, Inc. (the "Company") issued a press release announcing its financial results for the third fiscal quarter ended June 28, 2014. A copy of the press release is attached as Exhibit 99.1 hereto, incorporated herein by reference and also made available through the Company's website at www.deltaapparelinc.com.

Item 2.05 Costs Associated with Exit or Disposal Activities.
On August 6, 2014, the Company announced a reorganization and cost reduction plan with respect to its administrative workforce that is intended to streamline decision-making and information flow as well as reduce duplicative and excess fixed costs. The Company expects to complete the reorganization by the end of the first quarter of its fiscal year 2015. The Company anticipates incurring approximately $2.5 million in employee severance-related charges, all of which would result in cash expenditures and the majority of which will be recorded in the fourth quarter of the Company's 2014 fiscal year, when the majority of the activities comprising the reorganization are expected to be completed. The Company expects to realize approximately $7 million of annualized savings from the reorganization, with approximately $5 million to be recognized in fiscal year 2015 (excluding severance-related charges).

Item 7.01.       Regulation FD Disclosure.
Robert W. Humphreys, Chairman and Chief Executive Officer, and Deborah H. Merrill, Vice President, Chief Financial Officer and Treasurer, will hold a conference call on Wednesday, August 6, 2014, at 4:30 p.m. Eastern Time to discuss financial results and provide a business update.  The conference call will be broadcast through the Company’s website at www.deltaapparelinc.com.  Investors may listen to the call by selecting the webcast link on the homepage of the website.  A replay of the webcast will be available within one hour of the call and accessible at the above website through September 6, 2014.
The information in this Current Report on Form 8-K, including the exhibit, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01.       Financial Statements and Exhibits.
(d)  Exhibits.

		
Exhibit Number	Description	
 	 	
99.1	Press release issued by Delta Apparel, Inc. on August 6, 2014. The information contained in the attached exhibit is unaudited and should be read in conjunction with Delta Apparel, Inc.'s annual and quarterly reports filed with the U.S. Securities and Exchange Commission.	

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 hereunto duly authorized.

	
			
 	 	DELTA APPAREL, INC.	

Date:	August 6, 2014	/s/ Deborah H. Merrill	
 	 	Deborah H. Merrill	
 	 	Vice President, Chief Financial Officer & Treasurer	

                     
Delta Apparel Reports Fiscal 2014 Third Quarter and Nine Months Results
Announces Strategic Initiatives to Bolster Future Profitability

GREENVILLE, SC – August 6, 2014 – Delta Apparel, Inc. (NYSE MKT: DLA) today reported net sales for its fiscal 2014 third quarter ended June 28, 2014, of $123.5 million and net income of $2.2 million, or $0.27 per diluted share. This compares with 2013 third quarter sales of $133.6 million and net income of $4.0 million, or $0.48 per diluted share. For the first nine months of fiscal 2014, net sales were $338.0 million compared with $360.4 million in the prior year period. The Company had a net loss for the 2014 first nine months of $195 thousand, or $0.02 per diluted share, compared with net income of $5.6 million, or $0.67 per diluted share, in the prior year period.

Responding to its financial performance and near-term view of business conditions, the Company has initiated a reorganization of its administrative structure at all levels to streamline decision-making and information flow as well as reduce duplicative and excess fixed costs. In addition, the Company is currently evaluating other initiatives focused on improving net profitability in the face of continued marketplace weakness. These other initiatives include (i) restructuring the Company’s manufacturing platform to lower product cost and strategically reduce capacity on certain product lines, and (ii) a comprehensive rationalization of all business units, product lines and sales channels.

Robert W. Humphreys, Delta Apparel, Inc.’s Chairman and Chief Executive Officer, commented that weak market conditions resulting from the continued sluggish economy are having a strong negative effect on the apparel industry in general. “Many apparel retailers and small to mid-sized brands have been affected, as weak market conditions persist across most sales channels and tiers of distribution. This pervasive weakness is an unusual condition we have not seen in recent history, and there is no certainty when there will be a reversal of these trends. As such, it is imperative that we adjust the fixed cost structure within Delta Apparel to give us the ability to operate profitably in the current retail environment. Beyond that, when conditions improve, as we expect they will, we anticipate that incremental sales growth will be reflected to a much greater degree in our bottom line,” Mr. Humphreys said.

Strategic Initiatives
Certain strategic initiatives are already being implemented. The Company is in the process of reorganizing key business functions to reduce fixed costs and streamline its administrative workforce. This plan impacts all business units within the organization and is designed to de-layer the Company’s management structure, further leverage back-office functions, and streamline departments through the use of information technology systems that have recently been or are currently being implemented. The reorganization should result in approximately $7 million of annualized savings for the Company, with approximately $5 million recognized in fiscal year 2015. The Company expects to incur about $2.5 million in severance-related expenses, with the majority being expensed in the Company’s 2014 fourth quarter.

In addition, the Company continues to focus on improving its supply chain and manufacturing efficiencies, lowering product costs

and reducing the operating capital required for the business. A number of steps have already been taken on this front, including the previously announced consolidation of some domestic fabric production for basic tees into the Company’s lower-cost platform in Honduras. The Company is currently evaluating further action for fiscal year 2015 that, if taken, should allow for improved service to customers with streamlined product development and shorter lead times to fulfill orders. The actions under evaluation, along with steps already taken, should reduce capacity in certain product lines until market conditions improve, allowing the Company to recoup capital currently employed in the business.

The Company is also undertaking a comprehensive rationalization analysis of its under-performing business units, product lines and sales channels. From this assessment, the Company plans to focus its capital and other resources on areas that demonstrate the most profitable growth opportunities and deemphasize or eliminate others.

Basics Segment Review
Net sales for the basics segment were $73.5 million in the 2014 third quarter, a 5.8% decrease from $78.0 million in the prior year period. Sales of basic, undecorated tees continued to suffer from weak demand and an over-inventoried environment driving ongoing promotional price discounting. Although sales of private-label products declined in the June quarter, additional programs with existing customers are in development and programs with new customers are underway. We expect these new initiatives, now in the pipeline, to help drive growth in future quarters.

Branded Segment Review
Branded segment sales for the fiscal 2014 third quarter were $50.0 million compared with $55.5 million in the prior year period, a 9.9% decline. Salt Life and Art Gun continued their double-digit sales growth during the quarter but not at a pace adequate to offset sales declines in the other branded segment businesses. Sales of Salt Life branded products increased 16% in the June quarter over the prior year quarter, and are up 24% year to date. The sluggish economy and unusual weather appears to have reduced traffic to vacation and resort destinations, reducing Salt Life’s growth with independent retailers compared to previous quarters. Strong growth has continued for Salt Life in its other sales channels, including department stores and active lifestyle retail chains. Art Gun, reflecting the expanding popularity of ecommerce purchasing, enjoyed sales growth of nearly 25% for the quarter, continuing the strong growth trends of the past several quarters.

The Game began shipments to college bookstores in the June quarter and its college sales were on par with the prior year. Based on order backlog, double-digit sales growth is anticipated in The Game’s college line in the September quarter. Private label headwear sales decreased during the quarter compared with the prior year as customers’ licensed product declined at retail. Junkfood experienced very strong growth with its boutique and specialty store customers during the quarter. Although this growth was significant, unsettled conditions within one of Junkfood’s large retail customer groups hampered sales and resulted in an overall sales decline at Junkfood of nearly 20% for the third quarter. Soffe sales during the quarter were not as strong as anticipated despite returned placements at major mid-tier retailers. Overall weakness in other Soffe sales channels offset the incremental mid-tier placements, resulting in a sales decline of about 10% in the third fiscal quarter.

Mr. Humphreys concluded, “The difficult economic and apparel marketplace conditions have greatly impacted our financial performance. However, our brands continue to enjoy strong consumer recognition and our products are on-trend. As the market

strengthens, we anticipate a solid rebound in sales of our branded and basic products. Our current efforts to reduce fixed costs should provide for markedly improved profitability as the economy and consumer spending for apparel improves. With the significant initiatives we are undertaking, along with those currently being evaluated, we are unable to confirm prior financial guidance and believe it is prudent to suspend financial guidance for the remainder of our 2014 fiscal year and for fiscal 2015. In the meantime we will continue to focus on building those products and business units that exhibit the greatest potential and reducing fixed cost to enhance the bottom-line potential of the Company.”

Conference Call
The Company will hold a conference call with senior management to discuss its financial results at 4:30 p.m. ET today. The Company invites you to join the call by dialing 888-576-4398. If calling from outside the United States, please dial 719-325-2452. A live webcast of the conference call will be available at www.deltaapparelinc.com. Please visit the website at least 15 minutes early to register for the teleconference webcast and download any necessary software. A replay of the call will be available through September 6, 2014. To access the telephone replay, participants should dial toll-free 877-870-5176. International callers can dial 858-384-5517. The access code for the replay is 5561860.

About Delta Apparel, Inc.
Delta Apparel, Inc., along with its operating subsidiaries, M.J. Soffe, LLC, Junkfood Clothing Company, To The Game, LLC and Art Gun, LLC, is an international design, marketing, manufacturing, and sourcing company that features a diverse portfolio of lifestyle basic and branded activewear apparel and headwear. The Company specializes in selling casual and athletic products across distribution tiers, including specialty stores, boutiques, department stores, mid-tier and mass chains, college bookstores and the U.S. military. The Company’s products are made available direct-to-consumer on its websites at www.soffe.com, www.junkfoodclothing.com, www.saltlife.com and www.deltaapparel.com. The Company's operations are located throughout the United States, Honduras, El Salvador, and Mexico, and it employs approximately 6,800 people worldwide. Additional information about the Company is available at www.deltaapparelinc.com.

Cautionary Note Regarding Forward Looking Statements
Statements and other information in this press release that are not reported financial results or other historical information are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These are based on our 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 also subject to a number of business risks and uncertainties, any of which could cause actual results or actions to differ materially from those set forth in or implied by the forward-looking statements. The risks and uncertainties include, among others, 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; 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; material disruptions in our information systems related to our business operations; data security or privacy breaches; significant interruptions within our distribution network; changes in or our ability to comply with safety, health and environmental regulations; 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; the costs required to comply with the regulatory landscape regarding public company governance and disclosure; the inability to successfully implement certain strategic initiatives; and other risks described from time to time in our reports filed with the Securities and Exchange Commission. Accordingly, any forward-looking statements 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 press release and we do not undertake publicly to update or revise the forward-looking statements even if it becomes clear that any such statements or any projected results will not be realized or that any contemplated strategic initiatives will not be implemented.

Company Contact:         
Deborah Merrill
Chief Financial Officer
(864) 232-5200 x6620

Investor Relations Contact:     
Sally Wallick, CFA
(404) 806-1398
investor.relations@deltaapparel.com

Tables Follow

	
																
SELECTED FINANCIAL DATA:	 	 	 	 	 	 	 	
(In thousands, except per share amounts)	 	 	 	 	 	 	 	
 	Three Months Ended	 	Nine Months Ended	
 	Jun 28, 2014		 	Jun 29, 2013		 	Jun 28, 2014		 	Jun 29, 2013		
 	 	 	 	 	 	 	 	
Net Sales		$123,534		 		$133,567		 		$338,004		 		$360,409		
Cost of Goods Sold	100,796		 	105,081		 	273,945		 	282,754		
Gross Profit	22,738		 	28,486		 	64,059		 	77,655		
 	 	 	 	 	 	 	 	
Selling, General and Administrative	21,063		 	23,502		 	62,199		 	69,083		
Other Expense, Net	83		 	327		 	109		 	506		
Operating Income	1592		 	4,657		 	1751		 	8,066		
 	 	 	 	 	 	 	 	
Interest Expense, Net	1,471		 	1,019		 	4,384		 	2,921		
 	 	 	 	 	 	 	 	
Income (Loss) Before Benefit for Income Taxes	121		 	3,638		 	(2,633)		 	5,145		
 	 	 	 	 	 	 	 	
Benefit for Income Taxes	(2,045)		 	(330)		 	(2,438)		 	(475)		
 	 	 	 	 	 	 	 	
Net Income (Loss)		$2,166		 		$3,968		 	$(195)	 		$5,620		
 	 	 	 	 	 	 	 	
Weighted Average Shares Outstanding	 	 	 	 	 	 	 	
     Basic	7,903		 	8,070		 	7,909		 	8,179		
     Diluted	8,105		 	8,322		 	7,909		 	8,434		
 	 	 	 	 	 	 	 	
Net Income (Loss) per Common Share	 	 	 	 	 	 	 	
     Basic	$0.27	 		$0.49		 	$(0.02)	 		$0.69		
     Diluted	$0.27	 		$0.48		 	$(0.02)	 		$0.67		

 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
 	 	 	Jun 28, 2014		 	Sep 28, 2013		 	Jun 29, 2013		
Current Assets	 	 	 	 	 	 	 	
     Cash	 	 		$500		 		$829		 		$598		
     Receivables, Net	 	 	70,129		 	68,707		 	74,827		
     Income Tax Receivable	 	 	169		 	1,232		 	2,238		
     Inventories, Net	 	 	165,759		 	165,190		 	159,514		
     Prepaids and Other Assets	 	 	5,251		 	3,786		 	4,129		
     Deferred Income Taxes	 	 	10,481		 	5,981		 	4,556		
Total Current Assets	 	 	252,289		 	245,725		 	245,862		
 	 	 	 	 	 	 	 	
Noncurrent Assets	 	 	 	 	 	 	 	
     Property, Plant & Equipment, Net	 	 	42,160		 	40,600		 	39,446		
     Goodwill and Other Intangibles, Net	 	 	60,561		 	61,566		 	23,002		
     Other Noncurrent Assets	 	 	3,620		 	3,871		 	3,600		
Total Noncurrent Assets	 	 	106,341		 	106,037		 	66,048		
 	 	 	 	 	 	 	 	
Total Assets	 	 		$358,630		 		$351,762		 		$311,910		

Current Liabilities	 	 	 	 	 	 	 	
     Accounts Payable and Accrued Expenses	 	 		$71,048		 		$70,340		 		$68,898		
     Current Portion of Long-Term Debt	 	 	15,054		 	3,704		 	3,529		
Total Current Liabilities	 	 	86,102		 	74,044		 	72,427		
 	 	 	 	 	 	 	 	
Noncurrent Liabilities	 	 	 	 	 	 	 	
     Long-Term Debt	 	 	124,166		 	131,030		 	94,763		
     Deferred Income Taxes	 	 	4,510		 	3,610		 	3,571		
     Other Noncurrent Liabilities	 	 	4,946		 	4,206		 	83		
Total Noncurrent Liabilities	 	 	133,622		 	138,846		 	98,417		
 	 	 	 	 	 	 	 	
Shareholders' Equity	 	 	138,906		 	138,872		 	141,066		
 	 	 	 	 	 	 	 	
Total Liabilities and Shareholders' Equity	 	 		$358,630		 		$351,762		 		$311,910