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 SeptemberDecember 27, 2015

 

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: 1-10542

 

UNIFI, INC.

(Exact name of registrant as specified in its charter)

 

New YorkYork

 

11-2165495

(State or other jurisdiction of 

(I.R.S. Employer

incorporation or organization)

 (I.R.S. Employer

Identification No.)

7201 West Friendly Avenue

Greensboro, NC 

27419-9109

Greensboro, NC

(Zip Code)

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:(336) 294-4410

  

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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [  ]

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]

Accelerated filer [X]

Non-accelerated filer [  ]

Smaller reporting company   [  ]

 

(Do not check if a smaller reporting company)

 

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

The number of shares outstanding of the issuer’s common stock, par value $.10 per share, as of November 4, 2015January 25, 2016 was 17,806,722.17,839,916.

 



 

 
 

 

 

UNIFI, INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERDECEMBER 27, 2015

 

TABLE OF CONTENTS


Part I. FINANCIAL INFORMATION

 

Part I. FINANCIAL INFORMATION

  

Page

   

Item 1.

Financial Statements:

3
   
 

Condensed Consolidated Balance Sheets as of SeptemberDecember 27, 2015 and June 28, 2015

3
   
 

Condensed Consolidated Statements of Income for the Three Months and Six Months Ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014

4
   
 

Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months and Six Months Ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014

5
   

Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended September 27, 2015

6
  
 

Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014

76
   
 

Notes to Condensed Consolidated Financial Statements

87
   

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2825
   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4144
   

Item 4.

Controls and Procedures

4245
  
 

Part II. OTHER INFORMATION

   

Item 1.

Legal Proceedings

4346
   

Item 1A.

Risk Factors

4346
   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

4346
   

Item 3.

Defaults Upon Senior Securities

4346
   

Item 4.

Mine Safety Disclosures

4346
   

Item 5.

Other Information

4346
   

Item 6.

Exhibits

4447
   
 

Signatures

4548
   
 

Exhibit Index

4649

  

 

 

Part I.      FINANCIAL INFORMATION

 

Item 1.      FINANCIAL STATEMENTS

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(amounts in thousands, except share and per share amounts)

 

  

December 27, 2015

  

June28, 2015

 

ASSETS

        

Cash and cash equivalents

 $19,417  $10,013 

Receivables, net

  78,149   83,863 

Inventories

  108,975   111,615 

Income taxes receivable

  4,190   1,451 

Other current assets

  3,572   6,022 

Total current assets

  214,303   212,964 
         

Property, plant and equipment, net

  159,210   136,222 

Deferred income taxes

  1,467   3,922 

Intangible assets, net

  4,554   5,388 

Investments in unconsolidated affiliates

  113,710   113,901 

Other non-current assets

  4,497   3,975 

Total assets

 $497,741  $476,372 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

        

Accounts payable

 $36,455  $45,023 

Accrued expenses

  11,254   16,640 

Income taxes payable

  655   676 

Current portion of long-term debt

  15,050   12,385 

Total current liabilities

  63,414   74,724 

Long-term debt

  121,837   91,725 

Other long-term liabilities

  10,867   10,740 

Deferred income taxes

  3,241   90 

Total liabilities

  199,359   177,279 

Commitments and contingencies

        
         

Common stock, $0.10 par value (500,000,000 shares authorized,17,822,065 and 18,007,749 shares outstanding)

  1,782   1,801 

Capital in excess of par value

  45,371   44,261 

Retained earnings

  287,139   278,331 

Accumulated other comprehensive loss

  (37,880)  (26,899)

Total Unifi, Inc. shareholders’ equity

  296,412   297,494 

Non-controlling interest

  1,970   1,599 

Total shareholders’ equity

  298,382   299,093 

Total liabilities and shareholders’ equity

 $497,741  $476,372 

 

  

September 27, 2015

  

June28, 2015

 

ASSETS

        

Cash and cash equivalents

 $9,954  $10,013 

Receivables, net

  84,960   83,863 

Inventories

  112,778   111,615 

Income taxes receivable

  201   1,451 

Deferred income taxes

  2,153   2,383 

Other current assets

  3,597   6,022 

Total current assets

  213,643   215,347 
         

Property, plant and equipment, net

  149,275   136,222 

Deferred income taxes

  914   1,539 

Intangible assets, net

  4,963   5,388 

Investments in unconsolidated affiliates

  114,448   113,901 

Other non-current assets

  4,054   3,975 

Total assets

 $487,297  $476,372 
         

LIABILITIES AND SHAREHOLDERS’ EQUITY

        

Accounts payable

 $42,398  $45,023 

Accrued expenses

  13,648   16,640 

Income taxes payable

  1,437   676 

Current portion of long-term debt

  14,515   12,385 

Total current liabilities

  71,998   74,724 

Long-term debt

  113,710   91,725 

Other long-term liabilities

  10,443   10,740 

Deferred income taxes

  89   90 

Total liabilities

  196,240   177,279 

Commitments and contingencies

        
         

Common stock, $0.10 par value (500,000,000 shares authorized,17,833,722 and 18,007,749 shares outstanding)

  1,783   1,801 

Capital in excess of par value

  44,373   44,261 

Retained earnings

  281,378   278,331 

Accumulated other comprehensive loss

  (38,317)  (26,899)

Total Unifi, Inc. shareholders’ equity

  289,217   297,494 

Non-controlling interest

  1,840   1,599 

Total shareholders’ equity

  291,057   299,093 

Total liabilities and shareholders’ equity

 $487,297  $476,372 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

  

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(amounts in thousands, except per share amounts)

 

  

For The Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Net sales

 $162,165  $175,561 

Cost of sales

  141,181   155,111 

Gross profit

  20,984   20,450 

Selling, general and administrative expenses

  10,830   11,649 

Provision for bad debts

  613   584 

Other operating (income) expense, net

  (146)  600 

Operating income

  9,687   7,617 
         

Interest income

  (163)  (317)

Interest expense

  984   819 

Equity in earnings of unconsolidated affiliates

  (2,860)  (3,721)

Income before income taxes

  11,726   10,836 

Provision for income taxes

  3,940   4,161 

Net income including non-controlling interest

  7,786   6,675 

Less: net (loss) attributable to non-controlling interest

  (239)  (402)

Net income attributable to Unifi, Inc.

 $8,025  $7,077 
         

Net income attributable to Unifi, Inc. per common share:

        

Basic

 $0.45  $0.39 

Diluted

 $0.43  $0.37 

See accompanying Notes to Condensed Consolidated Financial Statements.


  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Net sales

 $156,336  $164,422  $318,501  $339,983 

Cost of sales

  134,523   141,493   275,704   296,604 

Gross profit

  21,813   22,929   42,797   43,379 

Selling, general and administrative expenses

  12,419   12,971   23,249   24,620 

Provision for bad debts

  559   62   1,172   646 

Other operating expense (income), net

  206   (38)  60   562 

Operating income

  8,629   9,934   18,316   17,551 

Interest income

  (166)  (309)  (329)  (626)

Interest expense

  816   1,209   1,800   2,028 

Equity in earnings of unconsolidated affiliates

  (303)  (3,281)  (3,163)  (7,002)

Income before income taxes

  8,282   12,315   20,008   23,151 

Provision for income taxes

  2,088   3,193   6,028   7,354 

Net income including non-controlling interest

  6,194   9,122   13,980   15,797 

Less: net (loss) attributable to non-controlling interest

  (270)  (296)  (509)  (698)

Net income attributable to Unifi, Inc.

 $6,464  $9,418  $14,489  $16,495 
                 

Net income attributable to Unifi, Inc. per common share:

                

Basic

 $0.36  $0.52  $0.81  $0.90 

Diluted

 $0.35  $0.50  $0.78  $0.88 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE(LOSS)INCOME (Unaudited)

(amounts in thousands)

  

For The Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Net income including non-controlling interest

 $7,786  $6,675 

Other comprehensive (loss) income:

        

Foreign currency translation adjustments

  (11,038)  (7,041)

Foreign currency translation adjustments for an unconsolidated affiliate

  (399)   

Reclassification adjustments on interest rate swap

  19   104 

Other comprehensive loss, net

  (11,418)  (6,937)
         

Comprehensive loss including non-controlling interest

  (3,632)  (262)

Less: comprehensive (loss) attributable to non-controlling interest

  (239)  (402)

Comprehensive (loss) income attributable to Unifi, Inc.

 $(3,393) $140 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

  

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF SHAREHOLDERS’ EQUITYCOMPREHENSIVEINCOME (Unaudited)

For the Three Months Ended September 27, 2015

(amounts in thousands)

 

  

Shares

  

Common

Stock

  

Capital in

Excess of

Par Value

  

Retained

Earnings

  

Accumulated Other

Comprehensive

Loss

  

Total

Unifi, Inc. Shareholders’ Equity

  

Non-controlling Interest

  

Total

Shareholders’

Equity

 
                                 

Balance at June 28, 2015

  18,007  $1,801  $44,261  $278,331  $(26,899) $297,494  $1,599  $299,093 

Options exercised

  5      60         60      60 

Stock-based compensation

        495         495      495 

Common stock repurchased and retired under publicly announced programs

  (179)  (18)  (443)  (4,978)     (5,439)     (5,439)

Other comprehensive loss, net

              (11,418)  (11,418)     (11,418)

Contributions from non-controlling interest

                    480   480 

Net income (loss)

           8,025      8,025   (239)  7,786 

Balance at September 27, 2015

  17,833  $1,783  $44,373  $281,378  $(38,317) $289,217  $1,840  $291,057 
  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Net income including non-controlling interest

 $6,194  $9,122  $13,980  $15,797 

Other comprehensive income (loss):

                

Foreign currency translation adjustments

  515   (5,483)  (10,523)  (12,524)

Foreign currency translation adjustments for an unconsolidated affiliate

  (97)  (371)  (496)  (371)

Reclassification adjustments on interest rate swap

  19   89   38   193 

Other comprehensive income (loss), net

  437   (5,765)  (10,981)  (12,702)
                 

Comprehensive income including non-controlling interest

  6,631   3,357   2,999   3,095 

Less: comprehensive (loss) attributable to non-controlling interest

  (270)  (296)  (509)  (698)

Comprehensive income attributable to Unifi, Inc.

 $6,901  $3,653  $3,508  $3,793 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

  

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(amounts in thousands)

 

 

For The Three Months Ended

  

For TheSix Months Ended

 
 

September 27, 2015

  

September 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Cash and cash equivalents at beginning of year

 $10,013  $15,907  $10,013  $15,907 

Operating activities:

                

Net income including non-controlling interest

  7,786   6,675   13,980   15,797 

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

                

Equity in earnings of unconsolidated affiliates

  (2,860)  (3,721)  (3,163)  (7,002)

Distributions received from unconsolidated affiliates

  1,947      2,947    

Depreciation and amortization expense

  4,383   4,492   8,676   8,986 

Non-cash compensation expense

  284   625   1,552   1,897 

Excess tax benefit on stock-based compensation plans

  (80)  (100)

Deferred income taxes

  498   (912)  5,266   1,620 

Other, net

  170   134   (285)  48 

Changes in assets and liabilities:

                

Receivables, net

  (4,276)  (667)  2,673   14,239 

Inventories

  (6,298)  (3,209)  (2,302)  (7,005)

Other current assets and income taxes receivable

  1,788   508   (1,646)  (4,330)

Accounts payable and accrued expenses

  (3,474)  (5,346)  (12,420)  (11,741)

Income taxes payable

  839   1,523   (350)  (2,897)

Other non-current assets

  (9)  53 

Other non-current liabilities

  553    

Net cash provided by operating activities

  787   102   15,392   9,565 
                

Investing activities:

                

Capital expenditures

  (15,875)  (7,383)  (27,419)  (13,442)

Proceeds from sale of assets

  2,088   22   2,103   101 

Other, net

  (347)  (16)  (707)  (91)

Net cash used in investing activities

  (14,134)  (7,377)  (26,023)  (13,432)
                

Financing activities:

                

Proceeds from revolving credit facilities

  53,200   45,600 

Payments on revolving credit facilities

  (30,200)  (55,300)

Proceeds from term loan

     22,000 

Payment on term loan

  (2,250)   

Proceeds from ABL Revolver

  87,800   79,400 

Payments on ABL Revolver

  (76,600)  (86,400)

Proceeds from ABL Term Loan

  17,375   22,000 

Payments on ABL Term Loan

  (4,500)  (2,813)

Proceeds from a term loan supplement

  4,000    

Proceeds from construction financing

  790    

Payments on capital lease obligations

  (924)  (208)  (1,971)  (417)

Common stock repurchased and retired under publicly announced programs

  (5,439)  (4,160)  (6,211)  (4,160)

Proceeds from stock option exercises

  60      60   36 

Excess tax benefit on stock-based compensation plans

  80   100 

Contributions from non-controlling interest

  480   720   880   720 

Other

  (471)  (461)  (484)  (542)

Net cash provided by financing activities

  14,456   8,191   21,219   7,924 
                

Effect of exchange rate changes on cash and cash equivalents

  (1,168)  (1,031)  (1,184)  (2,067)

Net decrease in cash and cash equivalents

  (59)  (115)

Net increase in cash and cash equivalents

  9,404   1,990 

Cash and cash equivalents at end of period

 $9,954  $15,792  $19,417  $17,897 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements

 

1. Background

 

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “we”, the “Company” or “Unifi”), is a multi-national manufacturing company that processes and sells high-volume commodity yarns, specialized yarns designed to meet certain customer specifications, and premier value-added (“PVA”) yarns with enhanced performance characteristics. The Company sells yarns made from polyester and nylon to other yarn manufacturers and knitters and weavers that produce fabric for the apparel, hosiery, home furnishings, automotive upholstery, industrial and other end-use markets. The Company’s polyester products include polyester polymer beads (“Chip”), partially oriented yarn (“POY”), textured, solution and package dyed, twisted, beamed and draw wound yarns; each is available in virgin or recycled varieties (the latter made from both pre-consumer yarn waste and post-consumer waste, including plastic bottles). The Company’s nylon products include textured, solution dyed and spandex covered products.

 

The Company maintains one of the textile industry’s most comprehensive yarn product offerings, and has ten manufacturing operations in four countries and participates in joint ventures in Israel and the United States (“U.S.”). The Company’s principal geographic markets for its products are located in the U.S., Canada, Mexico, Central America and South America. In addition, the Company has a wholly-owned subsidiary in the People’s Republic of China (“China”) focused on the sale and promotion of the Company’s PVA and other specialty products in the Asian textile market, primarily in China, as well as in the European market.

 

In addition to the Company’s operations described above, the Company’s investments include, but are not limited to, (i) a 60% controlling membership interest in Repreve Renewables, LLC (“Renewables”), an agricultural company focused on the development, production and commercialization of dedicated biomass feedstock for use in the animal bedding, bio-energy and other bio-based products markets; and (ii) a 34% non-controlling partnership interest in Parkdale America, LLC (“PAL”), a producer of cotton and synthetic yarns for sale to the textile industry and apparel market, both foreign and domestic.

2. Basis of Presentation;Presentation; Condensed Notes

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. As contemplated by the instructions of the Securities and Exchange Commission to Form 10-Q, the following notes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to the Company’s year-end audited consolidated financial statements and notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended June 28, 2015 (the “2015 Form 10-K”).

 

The financial information included in this report has been prepared by the Company, without audit. In the opinion of management, all adjustments considered necessary for a fair statement of the results for interim periods have been included. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the amounts reported and certain financial statement disclosures. Actual results may vary from these estimates.

 

All dollar and other currency amounts and share amounts, except per share amounts, are presented in thousands (000s), except as otherwise noted.

 

Fiscal Year

The Company’s current fiscal quarter ended on SeptemberDecember 27, 2015, the last Sunday in September.December. The Company’s Brazilian, Colombian and ColombianChinese subsidiaries’ fiscal quarter ended on September 30,December 31, 2015. There were no significant transactions or events that occurred between the Company’s fiscal quarter end and its subsidiaries’ fiscal quarter end. The three months ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014 each consisted of thirteen fiscal weeks. The six months ended December 27, 2015 and December 28, 2014 each consisted of twenty-six fiscal weeks.

 

Reclassifications

Certain reclassifications of prior years’ data have been made to conform to the current year presentation. Also see note 3.

 

Net sales, cost of sales, selling, general and administrative (“SG&A”) expenses, and other operating expense (income) expense,, net for the three months and six months ended SeptemberDecember 28, 2014 have been revised herein, where applicable, to correspond to the presentation for the three and six months ended SeptemberDecember 27, 2015, consistent with note 27 in the 2015 Form 10-K.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

3. Recent Accounting Pronouncements

 

During the current fiscal quarter, the Company early adopted Accounting Standards Update (“ASU”) 2015-17,Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The ASU eliminates the existing requirement for entities to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Instead, upon adoption, entities are required to classify all deferred tax assets and liabilities as noncurrent. Adopting this ASU provides simplification in the presentation of deferred tax assets and liabilities and alignment with International Financial Reporting Standards.

The Condensed Consolidated Balance Sheets as of December 27, 2015 and June 28, 2015 presented within this Quarterly Report on Form 10-Q reflect the revised presentation requirements of ASU 2015-17, as outlined in the table below.

  

June 28, 2015

As Previously

Reported

  

AdjustmentsDue

to Adoption of

ASU 2015-17

  

June 28, 2015

As Adjusted

 
             

Deferred income taxes (within total current assets)

 $2,383  $(2,383) $ 

Total current assets

  215,347   (2,383)  212,964 
             

Deferred income taxes (within non-current assets)

  1,539   2,383   3,922 

Total assets

  476,372      476,372 
             

Deferred income taxes (within non-current liabilities)

  90      90 

Total liabilities

  177,279      177,279 

There have been no other newly issued or newly applicable accounting pronouncements that have, or are expected to have, a significant impact on the Company's financial statements.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

4. Receivables, Net

 

Receivables, net consists of the following:

 

 

September 27, 2015

  

June28, 2015

  

December 27, 2015

  

June 28, 2015

 

Customer receivables

 $87,285  $85,731  $80,847  $85,731 

Allowance for uncollectible accounts

  (1,932)  (1,596)  (2,363)  (1,596)

Reserves for yarn quality claims

  (732)  (581)  (719)  (581)

Net customer receivables

  84,621   83,554   77,765   83,554 

Related party receivables

  41   75   79   75 

Other receivables

  298   234   305   234 

Total receivables, net

 $84,960  $83,863  $78,149  $83,863 

 

Other receivables consist primarily of receivables for duty drawback and refunds due from vendors.

 

The changes in the Company’s allowance for uncollectible accounts and reserves for yarn quality claims were as follows:

 

 

Allowance for

Uncollectible

Accounts

  

Reserves for Yarn

Quality Claims

  

Allowance for

Uncollectible

Accounts

 

Balance at June 28, 2015

 $(1,596) $(581) $(1,596)

Charged to costs and expenses

  (613)  (503)  (1,172)

Charged to other accounts

  175   30   159 

Deductions

  102   322   246 

Balance at September 27, 2015

 $(1,932) $(732)

Balance at December 27, 2015

 $(2,363)

 

Amounts charged to costs and expenses for the allowance for uncollectible accounts are reflected in provision for bad debts and deductions represent amounts written off which were deemed to not be collectible, net of any recoveries. Amounts charged to costs and expenses for the reserves for yarn quality claims are primarily reflected as a reduction of net sales and deductions represent adjustments to either increase or decrease claims based on negotiated amounts or actual versus estimated claim differences. Amounts charged to other accounts primarily include the impact of translating the activity of the Company’s foreign affiliates from their respective local currencies to the U.S. Dollar.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements5 (Continued).

5. Inventories

 

Inventories consists of the following:

 

September 27, 2015

  

June28, 2015

  

December 27, 2015

  

June 28, 2015

 

Raw materials

 $42,345  $42,526  $38,819  $42,526 

Supplies

  4,850   5,404   5,120   5,404 

Work in process

  8,118   7,546   5,685   7,546 

Finished goods

  58,126   56,844   60,265   56,844 

Gross inventories

  113,439   112,320   109,889   112,320 

Inventory reserves

  (661)  (705)  (914)  (705)

Total inventories

 $112,778  $111,615  $108,975  $111,615 

 

The cost for the majority of the Company’s inventories is determined using the first-in, first-out method. Certain foreign inventories and limited categories of supplies of $24,037$25,210 and $28,548$28,426 as of SeptemberDecember 27, 2015 and June 28, 2015, respectively, were valued under the average cost method.

 

6. Other Current Assets

Other current assets consists of the following:

  

September 27, 2015

  

June28, 2015

 

Prepaid expenses

 $1,931  $1,647 

Vendor deposits

  1,040   1,743 

Funds held by qualified intermediary

     1,390 

Value added taxes receivable

  613   1,220 

Other

  13   22 

Total other current assets

 $3,597  $6,022 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

Vendor deposits primarily relate to down payments made toward the purchase of raw materials by the Company’s U.S., Brazilian and Chinese operations. Value added taxes receivable are recoverable taxes associated with sales and purchase activities of the Company’s foreign operations. Prepaid expenses consist of advance payments for insurance, professional fees, membership dues, subscriptions, non-income related tax payments, marketing and information technology services.

During June 2015, the Company sold certain land and building assets historically utilized for warehousing in the Polyester Segment to an unrelated third party. Net proceeds from the sale of $1,390 were remitted directly to a qualified intermediary in anticipation of an exchange under section 1031 of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”). Such funds were utilized during August 2015 to complete an exchange and purchase certain land and building assets for use in the Polyester Segment from an unrelated third party.

7. Property, Plant and Equipment, Net

 

Property, plant and equipment, net (“PP&E”) consists of the following:

 

 

September 27, 2015

  

June28, 2015

  

December 27, 2015

  

June 28, 2015

 

Land

 $3,048  $2,413  $3,055  $2,413 

Land improvements

  11,687   11,709   12,017   11,709 

Buildings and improvements

  141,680   141,259   142,443   141,259 

Assets under capital leases

  21,525   17,371   21,525   17,371 

Machinery and equipment

  525,280   531,225   527,439   531,225 

Computers, software and office equipment

  16,578   16,782   16,871   16,782 

Transportation equipment

  4,558   4,736   4,529   4,736 

Construction in progress

  14,947   6,710   25,454   6,710 

Gross property, plant and equipment

  739,303   732,205   753,333   732,205 

Less: accumulated depreciation

  (588,700)  (595,094)  (592,336)  (595,094)

Less: accumulated amortization – capital leases

  (1,328)  (889)  (1,787)  (889)

Total property, plant and equipment, net

 $149,275  $136,222  $159,210  $136,222 

 

Assets under capital leases consists of the following:

 

 

September 27, 2015

  

June 28, 2015

  

December 27, 2015

  

June 28, 2015

 

Machinery and equipment

 $14,745  $12,804  $14,745  $12,804 

Transportation equipment

  5,927   3,714   5,927   3,714 

Building improvements

  853   853   853   853 

Gross assets under capital leases

 $21,525  $17,371  $21,525  $17,371 

 

During the first quarter of fiscal year 2016,six months ended December 27, 2015, the Company entered into three capital leases for machinery and transportation equipment with an aggregate present value of $4,154.

 

Internal software development costs within PP&E consist of the following:

  

September 27, 2015

  

June 28, 2015

 

Internal software development costs

 $2,499  $2,473 

Accumulated amortization

  (2,259)  (2,221)

Net internal software development costs

 $240  $252 

Depreciation expense including the amortization of assets under capital leases, internal software development costs amortization,and repairs and maintenance expenses and capitalized interest were as follows:

 

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Depreciation expense

 $3,804  $3,828 

Internal software development costs amortization

  38   34 

Repair and maintenance expenses

  4,496   4,658 

Capitalized interest

  76   47 
  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Depreciation expense

 $3,756  $3,829  $7,598  $7,691 

Repairs and maintenance expenses

  4,005   4,290   8,501   8,948 

  

 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

87. Intangible Assets, Net

 

Intangible assets, net consists of the following:

 

  

September 27, 2015

  

June28, 2015

 

Customer lists

 $23,615  $23,615 

Non-compete agreements

  4,293   4,293 

Licenses, trademarks and other

  844   837 

Total intangible assets, gross

  28,752   28,745 
         

Accumulated amortization - customer lists

  (19,740)  (19,432)

Accumulated amortization - non-compete agreements

  (3,618)  (3,537)

Accumulated amortization – licenses, trademarks and other

  (431)  (388)

Total accumulated amortization

  (23,789)  (23,357)

Total intangible assets, net

 $4,963  $5,388 

In fiscal year 2007, the Company purchased the texturing operations of Dillon Yarn Corporation (“Dillon”), included in the Company’s Polyester Segment. The valuation of the customer list acquired ($22,000) was determined by estimating the discounted net earnings attributable to the customer relationships that were purchased after considering items such as possible customer attrition. Based on the length and trend of the projected cash flows, an estimated useful life of thirteen years was determined. The customer list is amortized through December 2019, in a manner which reflects the expected economic benefit that will be received over its thirteen-year life. The non-compete agreement (with a gross basis of $4,000) is amortized through December 2017, using the straight-line method over the period currently covered by the agreement.

On December 2, 2013, the Company acquired certain draw winding assets and the associated business from Dillon, included in the Company’s Polyester Segment. A customer list (with a gross basis of $1,615) and a non-compete agreement (with a gross basis of $50) were recorded in connection with the business combination, utilizing similar valuation methods as described above for the fiscal year 2007 transaction. The customer list is amortized over a nine-year estimated useful life based on the expected economic benefit. The non-compete agreement is amortized using the straight line method over the five-year term of the agreement.

In fiscal year 2012, the Company acquired a controlling interest (and continues to hold such 60% membership interest) in Repreve Renewables, LLC (“Renewables”), an agricultural company focused on the development, production and commercialization of dedicated biomass feedstock for use in the animal bedding, bio energy and bio-based products markets. A non-compete agreement (with a gross basis of $243) for Renewables is amortized using the straight-line method over the five-year term of the agreement. The FREEDOM® Giant Miscanthus (“FGM”) license held by Renewables is amortized using the straight-line method over its estimated useful life of eight years. The FGM license is exclusive through April 26, 2020 and non-exclusive thereafter. The term of the license agreement is through March 5, 2030, which is the term of the related patent. Renewables may elect to extend the exclusive license rights through the term of the agreement by making a one-time payment to Mississippi State University (“MSU”) equal to 25% of the royalties paid to MSU attributable to the ninth year of the agreement.

The Company capitalizes costs incurred to register trademarks for REPREVE® and other PVA products in various countries. The Company has determined that these trademarks have varying useful lives of up to three years and are being amortized using the straight-line method.

  

December 27, 2015

  

June28, 2015

 

Customer lists

 $23,615  $23,615 

Non-compete agreements

  4,293   4,293 

Licenses, trademarks and other

  864   837 

Total intangible assets, gross

  28,772   28,745 
         

Accumulated amortization - customer lists

  (20,049)  (19,432)

Accumulated amortization - non-compete agreements

  (3,698)  (3,537)

Accumulated amortization – licenses, trademarks and other

  (471)  (388)

Total accumulated amortization

  (24,218)  (23,357)

Total intangible assets, net

 $4,554  $5,388 

 

Amortization expense for intangible assets consists of the following:

 

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Customer lists

 $308  $399 

Non-compete agreements

  81   80 

Licenses, trademarks and other

  43   39 

Total amortization expense

 $432  $518 


  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Total amortization expense

 $429  $519  $861  $1,037 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

9. Other Non-Current Assets

Other non-current assets consists of the following:

  

September 27, 2015

  

June28, 2015

 

Biomass foundation and feedstock, net

 $2,318  $2,151 

Debt financing fees

  1,525   1,611 

Other

  211   213 

Total other non-current assets

 $4,054  $3,975 

Biomass foundation and feedstock are currently being developed and propagated by Renewables for potential markets in the animal bedding and bioenergy industries and are reflected net of accumulated depreciation of $75 and $55 at September 27, 2015 and June 28, 2015, respectively. Other consists primarily of vendor deposits.

108. Accrued Expenses

 

Accrued expenses consists of the following:

 

 

September 27, 2015

  

June28, 2015

  

December 27, 2015

  

June28, 2015

 

Payroll and fringe benefits

 $8,090  $11,258  $6,038  $11,258 

Utilities

  2,906   2,823   1,986   2,823 

Property taxes

  1,170   790   1,563   790 

Contingent consideration

  563   634   394   634 

Other

  919   1,135   1,273   1,135 

Total accrued expenses

 $13,648  $16,640  $11,254  $16,640 

 

See note 14 for further information regarding the contingent consideration. Other consists primarily of employee-related claims and payments, interest, marketing expenses, freight expenses, rent, deferred incentives and other non-income related taxes.

 

119. Long-Term Debt

 

Debt Obligations

The following table presents the total balances outstanding for the Company’s debt obligations, their scheduled maturity dates and the weighted average interest rates for borrowings as well as the applicable current portion of long-term debt:

 

     Weighted Average  

Principal Amounts as of
 
  

Scheduled

Maturity Date

  

Interest Rate as of

September 27, 2015 (1)

  September 27, 2015  June 28, 2015 

ABL Revolver

  March 2020   1.7%  $28,000  $5,000 

ABL Term Loan

   March 2020   2.2%   79,875   82,125 

Renewables’ promissory note

  September 2020   3.0%   135    

Term loan from unconsolidated affiliate

  August 2016   3.0%   1,250   1,250 

Capital lease obligations

 (2)   (3)   18,965   15,735 

Total debt

         128,225   104,110 

Current portion of capital lease obligations

         (4,240)  (3,385)

Current portion of long-term debt

         (10,275)  (9,000)

Total long-term debt

        $113,710  $91,725 

      

 

  

Principal Amounts as of

 
  

Scheduled

Maturity Date

  

Weighted Average

Interest Rate as of

December 27, 2015 (1)

  

December 27, 2015

  

June 28, 2015

 

ABL Revolver

 

March 2020

  2.3%  $16,200  $5,000 

ABL Term Loan

 

March 2020

  2.2%   95,000   82,125 

Renewables’ promissory note

 

September 2020

  3.0%   135    

Renewables’ term loan

 

August 2022

  3.5%   4,000    

Term loan from unconsolidated affiliate

 

August 2016

  3.0%   1,250   1,250 

Capital lease obligations

 (2)  (3)   17,917   15,735 

Construction financing

 (4)  (4)   2,385    

Total debt

          136,887   104,110 

Current portion of capital lease obligations

          (4,274)  (3,385)

Current portion of long-term debt

          (10,776)  (9,000)

Total long-term debt

         $121,837  $91,725 
 

(1)

The weighted average interest rate as of SeptemberDecember 27, 2015 for the ABL Term Loan includes the effects of the interest rate swap with a notional balance of $50,000.

 

(2)

Scheduled maturity dates for capital lease obligations range from January 2017 to November 2027.

 

(3)

Interest rates for capital lease obligations range from 2.3% to 4.6%.

(4)

Refer to the discussion under the subheading “—Construction Financing” for further information.


 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

On March 26, 2015, the Company and its subsidiary, Unifi Manufacturing, Inc., entered into an Amended and Restated Credit Agreement (the(as subsequently amended, the “Amended Credit Agreement”) for a $200,000 senior secured credit facility (the “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of a $100,000 revolving credit facility (the “ABL Revolver”) and a term loan that can be reset up to a maximum amount of $100,000, once per fiscal year, if certain future conditions are met (the “ABL Term Loan”). Such a principal increase occurred during the quarter ended December 27, 2015, as described below under the subheading “—Second Amendment. The ABL Facility has a maturity date of March 26, 2020. The Company paid $750 to the lenders in connection with the Amended Credit Agreement.

 

The Amended Credit Agreement replaced a previous senior secured credit facility dated May 24, 2012 with a similar syndicate of lenders, which, after multiple amendments, would have matured on March 28, 2019 and consisted of a $100,000 revolving credit facility and a $90,000 term loan. As used herein, the terms “ABL Facility,” “ABL Revolver” and “ABL Term Loan” shall mean the senior secured credit facility, the revolving credit facility or the term loan, respectively, under the Amended Credit Agreement or the previous senior secured credit facility, as applicable.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

ABL Facility

The ABL Facility is secured by a first-priority perfected security interest in substantially all owned property and assets (together with proceeds and products) of Unifi, Inc., Unifi Manufacturing, Inc. and certain subsidiary guarantors (the “Loan Parties”). It is also secured by a first-priority security interest in all (or 65% in the case of certain first tierfirst-tier controlled foreign corporations, as required by the lenders) of the stock of (or other ownership interests in) each of the Loan Parties (other than the Company) and certain subsidiaries of the Loan Parties, together with all proceeds and products thereof.

 

If excess availability under the ABL Revolver falls below the defined Trigger Level, a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a monthly basis of at least 1.05 to 1.0 becomes effective. The Trigger Level as of SeptemberDecember 27, 2015 was $22,484.$24,375. In addition, the ABL Facility contains restrictions on certain payments and investments, including restrictions on the payment of dividends and share repurchases. Subject to certain provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at the Company’s discretion.

 

ABL Facility borrowings bear interest at the London Interbank Offer Rate (“LIBOR”) plus an applicable margin of 1.50% to 2.00%, or the Base Rate plus an applicable margin of 0.50% to 1.00%, with interest currently being paid on a monthly basis. The applicable margin is based on (a) the excess availability under the ABL Revolver and (b) the consolidated leverage ratio, calculated by fiscal quarter. The Base Rate means the greater of (i) the prime lending rate as publicly announced from time to time by Wells Fargo, (ii) the Federal Funds Rate plus 0.5%, and (iii) LIBOR plus 1.0%. The Company’s ability to borrow under the ABL Revolver is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventory and is subject to certain conditions and limitations. There is also a monthly unused line fee under the ABL Revolver of 0.25%.

The ABL Term Loan is currently subject to quarterly amortizing payments of $2,250. Additionally, principal increases are available at the Company’s discretion, resetting the loan balance up to a maximum amount of $100,000, once per fiscal year upon satisfaction of certain conditions, beginning October 1, 2015.

As of SeptemberDecember 27, 2015, the Company was in compliance with all financial covenants;covenants and the excess availability under the ABL Revolver was $57,089; the consolidated leverage ratio was 1.9 to 1.0;$65,125. At December 27, 2015 the fixed charge coverage ratio was 2.72.8 to 1.0;1.0 and the Company had $235$210 of standby letters of credit, none of which have been drawn upon.

 

FirstSecond Amendment

On June 26,November 19, 2015, the Company entered into the FirstSecond Amendment to Amended and Restated Credit Agreement dated March 26, 2015 (“FirstSecond Amendment”). The FirstSecond Amendment modifiedincreased the compositionpercentage applied to real estate valuations, on a one-time basis, from 60% to 75%, for purposes of subsidiary guarantors in connection with an internal reorganization completed duringcalculating the fourth quarter of fiscal year 2015. There was no impactTerm Loan collateral. Simultaneous to entering into the Second Amendment, the Company entered into the Fourth Amended and Restated Term Note, thereby resetting the ABL Term Loan balance to $95,000. Pursuant to the consolidated financial statements as a resultSecond Amendment, the ABL Term Loan is subject to quarterly amortizing payments of the First Amendment.$2,375.

 

Renewables’ Promissory Note

In September 2015, Renewables delivered a promissory note in the amount of $135, and cash, to an unrelated third party for the purchase of certain land, consisting of thirty-seven acres located in Seven Springs, North Carolina, valued at $191. Such promissory note bears fixed interest at 3.0%, with principal and interest payable annually over a five-year period.Recourse does not extend beyond the assets of Renewables.

 

Renewables’ Term Loan

In September 2015, Renewables entered into a secured debt financing arrangement consisting of a master loan agreement and corresponding term loan supplement, with unrelated parties, with a borrowing capacity of up to $4,000. In October 2015, Renewables borrowed $4,000. The agreements include representations and warranties made by Renewables, financial covenants, affirmative and negative covenants and events of default that are usual and customary for financings of this type. Lender recourse does not extend beyond the assets of Renewables. Borrowings will bear interest at LIBOR plus an applicable margin of 3.25%, payable monthly in arrears.

Term Loan from Unconsolidated Affiliate

On August 30, 2012, a foreign subsidiary of the Company entered into an unsecured loan agreement under which it borrowed $1,250 from the Company’s unconsolidated affiliate, U.N.F. Industries Ltd. The loan Lender recourse does not amortize and bears interest at 3%, payable semi-annually. The entire principal balance is due August 30, 2016,extend beyond the revised maturity date.assets of Renewables.

 

Capital Lease Obligations

During the threesix months ended SeptemberDecember 27, 2015, the Company entered into capital leases with an aggregate present value of $4,154. Fixed interest rates for these capital leases range from 3.4% to 3.8%, with maturity dates in August 2020.

 

 

 

Unifi, Inc.

Notes to Condensed ConsolidatedConslidated Financial Statements (Continued)

Construction Financing

In December 2015, the Company entered into an agreement with a third party lender that provides for construction-period financing for certain build-to-suit assets. The Company will record project costs to construction in progress and the corresponding liability to construction financing (within long-term debt). The agreement provides for monthly, interest-only payments during the construction period, at a rate of 3.5%, and contains terms customary for a financing of this type.

The agreement provides for 60 monthly payments, which will commence at the earlier of the completion of the construction period or July 1, 2017, with an interest rate of 3.2%.

In connection with this construction financing arrangement, during the quarter ended December 27, 2015, the Company (i) recorded $210 of deferred financing fees and (ii) recorded long-term debt of $2,385 (to reflect $790 of proceeds for construction financing and $1,595 for construction in progress paid by the third party lender).

 

Scheduled Debt Maturities

The following table presents the scheduled maturities of the Company’s outstanding debt obligations for the remainder of fiscal year 2016 and the fiscal years thereafter:

  

Scheduled Maturities on a Fiscal Year Basis

 
  

2016

  

2017

  

2018

  

2019

  

2020

  

Thereafter

 

ABL Revolver

 $  $  $  $  $16,200  $ 

ABL Term Loan

  4,750   9,500   9,500   9,500   61,750    

Renewables’ promissory note

     25   26   27   28   29 

Renewables’ term loan

              1,111   2,889 

Term loan from unconsolidated affiliate

     1,250             

Capital lease obligations

  2,120   4,261   4,128   4,058   2,542   808 

Total(1)

 $6,870  $15,036  $13,654  $13,585  $81,631  $3,726 

 

  

Scheduled Maturities on a Fiscal Year Basis

 
  

2016

  

2017

  

2018

  

2019

  

2020

  

Thereafter

 

ABL Revolver

 $  $  $  $  $28,000  $ 

ABL Term Loan

  6,750   9,000   9,000   9,000   46,125    

Renewables’ promissory note

     25   26   27   28   29 

Capital lease obligations

  3,167   4,261   4,128   4,058   2,542   809 

Term loan from unconsolidated affiliate

     1,250             

Total

 $9,917  $14,536  $13,154  $13,085  $76,695  $838 

(1)

Total reported here excludes $2,385 for construction financing, described above.

 

Debt Financing Fees

Debt financing fees are classified within other non-current assets and consist of the following:

Balance at June 28, 2015

 $1,611 

Additions

  14 

Amortization charged to interest expense

  (100)

Balance at September 27, 2015

 $1,525 

Interest Expense

Interest expense consists of the following:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Interest on ABL Facility

 $613  $860 

Other

  212   48 

Subtotal of interest on debt obligations

  825   908 

Reclassification adjustment for interest rate swap

  19   104 

Amortization of debt financing fees

  100   112 

Mark-to-market adjustment for interest rate swap

  116   (258)

Interest capitalized to property, plant and equipment, net

  (76)  (47)

Subtotal of other components of interest expense

  159   (89)

Total interest expense

 $984  $819 

120. Other Long-Term Liabilities

 

Other long-term liabilities consists of the following:

 

  

September 27, 2015

  

June28, 2015

 

Uncertain tax positions

 $4,052  $3,980 

Supplemental post-employment plan

  3,479   3,690 

Contingent consideration

  1,219   1,573 

Interest rate swap

  396   280 

Other

  1,297   1,217 

Total other long-term liabilities

 $10,443  $10,740 


  

December 27, 2015

  

June28, 2015

 

Uncertain tax positions

 $3,737  $3,980 

Supplemental post-employment plan

  3,677   3,690 

Contingent consideration

  1,180   1,573 

Deferred rent

  800    

Interest rate swap

  197   280 

Other

  1,276   1,217 

Total other long-term liabilities

 $10,867  $10,740 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

The Company maintains an unfunded supplemental post-employment plan for certain management employees. Each employee’s account is credited annually based upon a percentage of the participant’s base salary, with each participant’s balance adjusted quarterly to reflect returns based upon a stock market index. Amounts are paid to participants only after termination of employment. (Income) expenses recorded for this plan for the quarters ended September 27, 2015 and September 28, 2014 were $(211) and $99, respectively.

Contingent consideration represents the present value of the long-term portion of contingent payments associated with the Company’s December 2013 acquisition of Dillon’s draw winding business. See “Note 16. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities”note 14 for further discussion.

information regarding the contingent consideration. Other primarily includes certain retiree and post-employment medical and disability liabilities, and deferred energy incentive credits.

 

13.11. Income Taxes

 

The effectiveprovision for income tax rates for the three months ended September 27, 2015 and September 28, 2014 were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. The effective income tax rate can be impacted over the course of the fiscal year by the mix and timing of actual earnings from our U.S. and foreign sources versus annual projections and changes in foreign currency exchange rates in relation to the U.S. Dollar. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly basis.taxes was as follows:

 

  

For the Three Months Ended

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Provision for income taxes

 $2,088  $3,193  $6,028  $7,354 

Effective tax rate

  25.2%  25.9%  30.1%  31.8%

The Company’s income tax provision for the three months ended September 27, 2015 and September 28, 2014 resulted in tax expense of $3,940 and $4,161 with an effective tax rate of 33.6% and 38.4%, respectively.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

The effective income tax rate for the current quarterperiods presented above is lower than the U.S. statutory rate due to (i) a decrease in the valuation allowance reflecting the recognition of lower taxable income versus book income for the Company’s investment in Parkdale America, LLC (for which the Company maintains a full valuation allowance), which was partially offset by an increase in the valuation allowance for net operating losses, including Renewables (for which no tax benefit could be recognized); (ii) a lower overall effective tax rate for the Company’s foreign earnings (reflecting free-trade zone sales in El Salvador and lower statutory tax rates in both Brazil and China) and (iii) the domestic production activities deduction. These items were partially offset by (i)(a) state and local taxes net of the assumed federal benefit and (ii)(b) losses in tax jurisdictions for which no tax benefit could be recognized.

 

The effective income tax rate for the prior year quarter is higher than the U.S. statutory rate due to the impact of state and local taxes, the timingaudit of the Company’s recognition of higher taxable versus book income for Parkdale America, LLC and losses in2013 tax jurisdictions for which no tax benefit could be recognized, partially offsetyear by the domestic production activities deduction.

Components of the Company’s deferred tax valuation allowance are as follows:

  

September 27, 2015

  

June 28, 2015

 

Investment in a former domestic unconsolidated affiliate

 $(6,400) $(6,503)

Equity-method investment in Parkdale America, LLC

  (3,009)  (3,261)

Foreign tax credits

  (1,680)  (1,680)

Book versus tax basis difference in Renewables

  (1,300)  (1,359)

NOLs related to Renewables

  (2,963)  (2,803)

Total deferred tax valuation allowance

 $(15,352) $(15,606)

There have been noInternal Revenue Service was closed in December 2015 and did not generate a significant changeschange in the Company’s liability for uncertain tax positions since June 28, 2015. The Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental. Management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for. However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire.

The Company and its domestic subsidiaries file a consolidated federal income tax return, as well as income tax returns in numerous state and foreign jurisdictions. The tax years subject to examination vary by jurisdiction.six months ended December 27, 2015. The Company regularly assesses the outcomes of both completed and ongoing examinations to ensure that the Company’s provision for income taxes is sufficient. Currently, the Company is subjectCertain returns that remain open to income tax examinations for U.S. federal income taxes for tax years 2011 through 2015, for foreign income taxes for tax years 2008 through 2015, and for state and local income taxes for tax years 2009 through 2015. The U.S. federal tax returns and state tax returns filed or to-be-filed for the 2011 through 2015 tax yearsexamination have utilized carryforward tax attributes generated in prior tax years, including net operating losses, which could potentially be revised upon examination.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

14. Shareholders’ Equity

During fiscal year 2014,the three months ended December 27, 2015, the Company completedutilized a foreign tax credit as a deduction by amending its repurchase of shares under its $50,000 stock repurchase program that had been approved by the Board on January 22, 2013 (the “2013 SRP”). On April 23, 2014, the Board approved a new stock repurchase program (“2014 SRP”) to acquire up to an additional $50,0002011 federal return. Components of the Company’s common stock. Under the 2014 SRP (as was the case under the 2013 SRP), the Company has been authorized to repurchase shares at prevailing market prices, through open market purchases or privately negotiated transactions at such times and prices and in such mannerdeferred tax valuation allowance are as determined by management, subject to market conditions, applicable legal requirements, contractual obligations and other factors. Repurchases, if any, are expected to be financed through cash generated from operations and borrowings under the Company’s ABL Revolver, and are subject to applicable limitations and restrictions as set forth in the ABL Facility. The 2014 SRP has no stated expiration or termination date, and there is no time limit or specific time frame otherwise for repurchases. The Company may discontinue repurchases at any time that management determines additional purchases are not beneficial or advisable.follows:

  

December 27, 2015

  

June 28, 2015

 

Investment in a former domestic unconsolidated affiliate

 $(6,399) $(6,503)

Equity-method investment in Parkdale America, LLC

  (2,666)  (3,261)

Foreign tax credits

     (1,680)

Book versus tax basis difference in Renewables

  (1,210)  (1,359)

Net Operating Losses related to Renewables

  (3,313)  (2,803)

Total deferred tax valuation allowance

 $(13,588) $(15,606)

12. Shareholders’ Equity

 

The following table summarizes the Company’s repurchases and retirements of its common stock under Board-approved stock repurchase programs for the 2013 SRP and the 2014 SRP.fiscal periods noted.

 

  

Total Number of Shares

Repurchased as Part of

Publicly Announced Plansor Programs

  

Average Price Paid

per Share

  

Maximum Approximate

Dollar Value that May

Yet Be Repurchased

Under the 2014 SRP

 

Fiscal year 2013

  1,068  $18.08     

Fiscal year 2014

  1,524  $23.96     

Fiscal year 2015

  349  $29.72     

Fiscal year 2016(through September 27, 2015)

  179  $30.36     

Total

  3,120  $22.96  $28,376 

All repurchased shares have been retired and have the status of authorized and unissued shares. The cost of the repurchased shares is recorded as a reduction to common stock to the extent of the par value of the shares acquired and the remainder is allocated between capital in excess of par value and retained earnings. The portion of the remainder that is allocated to capital in excess of par value is limited to a pro rata portion of capital in excess of par value.

  

Total Number of Shares Repurchased as Part of

Publicly Announced Plansor Programs

  

Average Price Paid

per Share

  

Maximum Approximate

Dollar Value that May

Yet Be Repurchased

Under Publicly

Announced Plans or

Programs

 

Fiscal year 2013

  1,068  $18.08     

Fiscal year 2014

  1,524  $23.96     

Fiscal year 2015

  349  $29.72     

Fiscal year 2016(through December 27, 2015)

  206  $30.13     

Total

  3,147  $23.01  $27,603 

 

No dividends were paid during the threesix months ended SeptemberDecember 27, 2015 or in the two most recent fiscal years.

 

15.13. Stock-based Compensation

 

On October 23, 2013, the Company’s shareholders approved the Unifi, Inc. 2013 Incentive Compensation Plan (the “2013 Plan”). The 2013 Plan replaced the 2008 Unifi, Inc. Long-Term Incentive Plan (“2008 LTIP”). No additional awards willcan be granted under the 2008 LTIP; however, prior awards outstanding under the 2008 LTIP remain subject to that plan’s provisions. The 2013 Plan authorized the issuance of 1,000 shares of common stock, subject to certain increases in the event outstanding awards under the 2008 LTIP expire, are forfeited or otherwise terminate unexercised.

 

As of December 27, 2015, a summary of the number of securities remaining available for future issuance under equity compensation plans is as follows:

Authorized under the 2013 Plan

1,000

Plus: Awards expired, forfeited or otherwise terminated unexercised from the 2008 LTIP or 2013 Plan

22

Less: Service-condition options granted

(237)

Less: RSUs granted to non-employee directors

(63)

Available for issuance under the 2013 Plan

722


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Stock options

During the quarterssix months ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014, the Company granted stock options to purchase 82 and 150 shares of common stock, respectively, to certain key employees. The stock options vest ratably over the required three-year service period and have ten-year contractual terms. For the quarterssix months ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014, the weighted average exercise price of the options was $32.36 and $27.38 per share, respectively. The Company used the Black-Scholes model to estimate the weighted average grant date fair value of $20.27 and $17.31 per share, respectively.

 

For options granted, the valuation models used the following assumptions:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Expected term (years)

  7.6   7.3 

Risk-free interest rate

  2.1%  2.2%

Volatility

  60.5%  62.6%

Dividend yield

      


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

The Company uses historical data to estimate the expected term and volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected term of the options.

A summary of stock option activity for the quarter ended September 27, 2015 is as follows:

  

Stock Options

  

Weighted

Average

Exercise Price

  

Weighted

Average

Remaining Contractual Life (Years)

  

Aggregate

Intrinsic Value

 

Outstanding at June 28, 2015

  934  $12.63         

Granted

  82  $32.36         

Exercised

  (5) $12.02         

Forfeited

    $         

Expired

    $         

Outstanding at September 27, 2015

  1,011  $14.24   5.7  $15,547 

Vested and expected to vest as of September 27, 2015

  1,003  $14.13   5.7  $15,534 

Exercisable at September 27, 2015

  796  $10.38   4.8  $15,124 

As of September 27, 2015, all options subject to a market condition were vested. During fiscal year 2015, 10 options subject to a market condition vested when the closing price of the Company’s common stock on the New York Stock Exchange was at least $30 per share for thirty consecutive trading days.

At September 27, 2015, the remaining unrecognized compensation cost related to unvested stock options was $2,397, which is expected to be recognized over a weighted average period of 2.4 years.

For the quarter ended September 27, 2015, the total intrinsic value of options exercised was $107. The amount of cash received from the exercise of options was $60 and the tax benefit realized from stock options exercised was $15 for the quarter ended September 27, 2015.

Restricted stock units

During the six months ended December 27, 2015 and December 28, 2014, the Company granted 21 and 17 restricted stock units (“RSUs”), respectively, to the Company’s non-employee directors. The director RSUs became fully vested on the grant date. The director RSUs convey no rights of ownership in shares of Company stock until such director RSUs have been distributed to the grantee in the form of Company stock. The vested director RSUs will be converted into an equivalent number of shares of Company common stock and distributed to the grantee following the grantee’s termination of service as a member of the Board. The grantee may elect to defer receipt of the shares of stock in accordance with the deferral options provided under the Unifi, Inc. Director Deferred Compensation Plan. The Company estimated the weighted average fair value of such awards granted during the six months ended December 27, 2015 and December 28, 2014 to be $29.12 and $28.58 per director RSU, respectively.

The Company also may issue, from time to time, restricted stock units (“RSUs”)RSUs to the Company’s non-employee directors or certain key employees. See “Note 16. Stock-Based Compensation” included in the 2015 Form 10-K for further information regarding the Company’s RSUs.  No RSUs were granted during the three months ended September 27, 2015 and September 28, 2014.

The Company estimates the fair value of RSUs based on the market price of the Company’s common stock at the award grant date. See note 16 included in the 2015 Form 10-K for further information regarding the Company’s RSUs.

 

A summary of the RSU activity for the quarter ended September 27, 2015 is as follows:

  

Non-vested

  

Weighted

Average

Grant Date

Fair Value

  

Vested

  

Total

  

Weighted

Average

Grant Date

Fair Value

 

Outstanding at June 28, 2015

  20  $18.35   167   187  $15.35 

Granted

    $        $ 

Vested

  (14) $16.52   14     $16.52 

Converted

    $        $ 

Forfeited

    $        $ 

Outstanding at September 27, 2015

  6  $22.08   181   187  $15.35 

At September 27, 2015, the number of RSUs vested and expected to vest was 187 with an aggregate intrinsic value of $5,513. The aggregate intrinsic value of the 181 vested RSUs at September 27, 2015 was $5,312.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

Summary

The total cost charged against income related to all stock-based compensation arrangements is as follows:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Stock options

 $475  $464 

RSUs

  20   62 

Total compensation cost

 $495  $526 

The total income tax benefit recognized for stock-based compensation was $93 and $101 for the quarters ended September 27, 2015 and September 28, 2014, respectively.

As of September 27, 2015, total unrecognized compensation costs related to all unvested stock-based compensation arrangements was $2,438. The weighted average period over which these costs are expected to be recognized is 2.4 years.

As of September 27, 2015, a summary of the number of securities remaining available for future issuance under equity compensation plans is as follows:

Authorized under the 2013 Plan

1,000

Plus: Awards expired, forfeited or otherwise terminated unexercised from the 2008 LTIP

1

Less: Service-condition options granted

(237)

Less: RSUs granted to non-employee directors

(42)

Available for issuance under the 2013 Plan

722

16.14. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities

 

The Company may use derivative financial instruments such as foreign currency forward contracts or interest rate swaps to reduce its ongoing business exposures to fluctuations in foreign currency exchange rates or interest rates. The Company does not enter into derivative contracts for speculative purposes.

 

Foreign currency forward contracts

The Company may enter into foreign currency forward contracts as economic hedges for exposures related to certain sales, inventory purchases and equipment purchases which are denominated in currencies that are not its functional currency. Foreign currency forward contracts are not designated as hedges by the Company and are marked to market each period and offset by the foreign exchange (gains) losses included in other operating expense (income) expense,, net resulting from the underlying exposures of the foreign currency denominated assets and liabilities. As of SeptemberDecember 27, 2015, there were no outstanding foreign currency forward contracts.

 

Interest rate swap

On May 18, 2012, the Company entered into a five year, $50,000 interest rate swap with Wells Fargo to provide a hedge against the variability of cash flows related to LIBOR-based variable rate borrowings under the Company’s ABL Facility. It increased to $85,000 in May 2013 (when certain other interest rate swaps terminated) and has decreased $5,000 per quarter since August 2013 to the current notional balance of $50,000, where it will remain through the life of the instrument. This interest rate swap allows the Company to fix LIBOR at 1.06% and terminates on May 24, 2017.

 

On November 26, 2012, the Company de-designated the interest rate swap as a cash flow hedge. See “Note 17. Accumulated Other Comprehensive Loss”note 15 for detailinformation regarding the reclassifications of amounts from accumulated other comprehensive loss related to the interest rate swap.

 

Contingent consideration

On December 2, 2013, the Company acquired certain draw-winding assets in a business combination with Dillon and recorded a contingent consideration liability. The fair value of the contingent consideration is measured at each reporting period using a discounted cash flow methodology, based on inputs not observable in the market (Level 3 classification in the fair value hierarchy). The inputs to the discounted cash flow model include the estimated payments through the term of the agreement, based on an agreed-upon definition and schedule, adjusted to risk-neutral estimates using a market price of risk factor that considers relevant metrics of comparable entities, discounted using an observable cost of debt over the term of the estimated payments. Any change in the fair value from either the passage of time or events occurring after the acquisition date is recorded in other operating (income) expense (income), net. ThereWhile adjustments have been made to reflect lower-than-expected results for draw-winding operations during fiscal year 2016, there have been no significant changes to the other inputs or assumptions used to develop the fair value measurement since the acquisition date.

 

 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

A reconciliation of the changes in the fair value follows:

 

Contingent consideration as of June 28, 2015

 $2,207 

Changes in fair value

  32 

Payments

  (457)

Contingent consideration as of September 27, 2015

 $1,782 

Based on the present value of the expected future payments, $563 is reflected in accrued expenses and $1,219 is reflected in other long-term liabilities.

Contingent consideration as of June 28, 2015

 $2,207 

Changes in fair value

  (157)

Payments

  (476)

Contingent consideration as of December 27, 2015

 $1,574 

 

The Company’s financial assets and liabilities accounted for at fair value on a recurring basis and the level within the fair valuehierarchy used to measure these items are as follows:

 

As of September 27, 2015

 Notional Amount   

USD

Equivalent

 

BalanceSheet

Location

 Fair Value Hierarchy  

Fair

Value

 

As of December 27, 2015

 

 

 Notional Amount

 

USD

Equivalent

 

 Balance Sheet

Location

 

Fair Value

Hierarchy

 

Fair

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 USD $50,000  $50,000 

Other long-term liabilities

 

Level 2

 $(396)

 

USD

 

 $

 50,000

 

 $

 50,000

 

Other long-term liabilities

 

 Level 2

 

 $

 (197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

        

Accrued expenses and other long-term liabilities

 

Level 3

 $(1,782)

 

 

 

 

 —

 

 

 —

 

Accrued expenses and other long-term liabilities

 

 Level 3

 

 $

 (1,574

 

As of June 28, 2015

 Notional Amount  

 

USD

Equivalent

 

Balance Sheet

Location

 Fair Value Hierarchy  

Fair

Value

    Notional Amount  

USD

Equivalent

 

Balance Sheet

Location

 

Fair Value

Hierarchy

 

Fair

Value

 
                

Interest rate swap

 USD $50,000  $50,000 

Other long-term liabilities

 

Level 2

 $(280) USD $50,000 $50,000 Other long-term liabilities Level 2 $(280)
                

Contingent consideration

        

Accrued expenses and other long-term liabilities

 

Level 3

 $(2,207)       Accrued expenses and other long-term liabilities Level 3 $(2,207)

 

Estimates for the fair value of the interest rate swap are obtained from month-end market quotes for contracts with similar terms.

 

By entering into derivative instrument contracts, the Company exposes itself to counterparty credit risk. The Company attempts to minimize this risk by selecting counterparties with investment grade credit ratings, limiting the amount of exposure to any single counterparty and regularly monitoring its market position with each counterparty. The Company’s derivative instruments do not contain any credit-risk-related contingent features.

 

The Company believes that there have been no significant changes to its credit risk profile or the interest rates available to the Company for debt issuances with similar terms and average maturities, and the Company estimates that the fair values of its debt obligations approximate the carrying amounts. Other financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value due to their short-term nature.

 

There were no transfers into or out of the levels of the fair value hierarchy for the threesix months ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014.

 

Non-Financial Assets and Liabilities

The Company did not have any non-financial assets or liabilities that were required to be measured at fair value on a recurring basis.

17.15. Accumulated Other Comprehensive Loss

 

The components and the changes in accumulated other comprehensive loss, net of tax, as applicable, consist of the following:

 

 

Foreign

Currency

Translation

Adjustments

  

Unrealized (Loss)

Gain On Interest

Rate Swap

  

Accumulated

Other

Comprehensive

Loss

  

Foreign

Currency

Translation

Adjustments

  

Unrealized (Loss)

Gain On Interest

Rate Swap

  

Accumulated

Other

Comprehensive

Loss

 

Balance at June 28, 2015

 $(26,752) $(147) $(26,899) $(26,752) $(147) $(26,899)

Other comprehensive (loss) income, net of tax

  (11,437)  19   (11,418)  (11,019)  38   (10,981)

Balance at September 27, 2015

 $(38,189) $(128) $(38,317)

Balance at December 27, 2015

 $(37,771) $(109) $(37,880)

  

 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

A summary of the pre-tax and after-tax effects of the components of other comprehensive loss for the three months and six months ended SeptemberDecember 27, 2015 and SeptemberDecember 28, 2014 is providedfollows. The summary below excludes pre-tax and tax amounts, as follows:there are no tax components for the activity reflected.

 

 

For the Three Months Ended

September 27, 2015

  

For the Three Months Ended

  

For theSix Months Ended

 
 

Pre-tax

  

After-tax

  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Other comprehensive (loss) income:

        

Other comprehensive income (loss):

                

Foreign currency translation adjustments

 $(11,038) $(11,038) $515  $(5,483) $(10,523) $(12,524)

Foreign currency translation adjustments for an unconsolidated affiliate

  (399)  (399)  (97)  (371)  (496)  (371)

Reclassification adjustment on interest rate swap

  19   19   19   89   38   193 

Other comprehensive loss, net

 $(11,418) $(11,418)

Other comprehensive income (loss), net

 $437  $(5,765) $(10,981) $(12,702)

 

  

For the Three Months Ended

September 28, 2014

 
  

Pre-tax

  

After-tax

 

Other comprehensive (loss) income:

        

Foreign currency translation adjustments

 $(7,041) $(7,041)

Reclassification adjustment on interest rate swap

  104   104 

Other comprehensive loss, net

 $(6,937) $(6,937)

18. Computation of16. Earnings Per Share

 

The computationcomponents of basic and dilutedthe calculation of earnings per share (“EPS”) isare as follows:

 

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Basic EPS

        

Net income attributable to Unifi, Inc.

 $8,025  $7,077 

Weighted average common shares outstanding

  17,921   18,289 

Basic EPS

 $0.45  $0.39 
         

Diluted EPS

        

Net income attributable to Unifi, Inc.

 $8,025  $7,077 
         

Weighted average common shares outstanding

  17,921   18,289 

Net potential common share equivalents – stock options and RSUs

  629   601 

Adjusted weighted average common shares outstanding

  18,550   18,890 

Diluted EPS

 $0.43  $0.37 
         

Excluded from the calculation of common share equivalents:

        

Anti-dilutive common share equivalents

  155   177 
         

Excluded from the calculation of diluted shares:

        

Unvested options that vest upon achievement of certain market conditions

     13 
  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 
                 

Net income attributable to Unifi, Inc.

 $6,464  $9,418  $14,489  $16,495 
                 

Basic weighted average shares

  17,823   18,180   17,872   18,235 

Net potential common share equivalents – stock options and RSUs

  634   602   631   600 

Diluted weighted average shares

  18,457   18,782   18,503   18,835 
                 

Excluded from diluted weighted average shares:

                

Anti-dilutive common share equivalents

  143   177   143   177 

Unvested market condition stock options

     10      10 

 

The calculation of earnings per common share is based on the weighted average number of the Company’s common shares outstanding for the applicable period. The calculation of diluted earnings per common share presents the effect of all potential dilutive common shares that were outstanding during the respective period, unless the effect of doing so is anti-dilutive.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

19. Other Operating (Income) Expense, Net

Other operating (income) expense, net consists of the following:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Foreign currency transaction (gains) losses

 $(90) $313 

Net (gain) loss on sale or disposal of assets

  (64)  141 

Other, net

  8   146 

Other operating (income) expense, net

 $(146) $600 

20.17. Investments in Unconsolidated Affiliates and Variable Interest Entities

 

The Company currently maintains investments in three entities classified as unconsolidated affiliates: Parkdale America, LLC (“PAL”); U.N.F. Industries Ltd. (“UNF”); and UNF America LLC (“UNFA”). As of December 27, 2015, the Company’s investment in PAL was $110,059 and the Company’s combined investments in UNF and UNFA were $3,651, reflected within investments in unconsolidated affiliates in the consolidated balance sheets.

Parkdale America, LLC

In June 1997, thePAL is a limited liability company treated as a partnership for income tax reporting purposes. The Company and Parkdale Mills, Inc. (“Mills”) entered into a Contribution Agreement that set forth the terms and conditions by which the two companies contributed all of the assets of their spun cotton yarn operations utilizing open-end and air-jet spinning technologies to create Parkdale America, LLC (“PAL”). In exchange for its contribution, the Company receivedhas a 34% ownership interest in PAL, which is accounted for using the equity method of accounting. Effective January 1, 2012, Mills’ interest in PAL was assigned to Parkdale Incorporated. PAL is a limited liability company treated as a partnership for income tax reporting purposes. PAL is a producer of cotton and synthetic yarns for sale to the textile industry and apparel market, both foreign and domestic. PAL has 16 manufacturing facilities located primarilyis subject to price risk related to anticipated fixed-price yarn sales. To protect the gross margin of these sales, PAL may enter into cotton futures to manage changes in the southeast regionraw material prices. The derivative instruments used are listed and traded on an exchange and are thus valued using quoted prices classified within Level 1 of the U.S. and in Mexico. Accordingfair value hierarchy. As of December 2015, PAL had no futures contracts designated as cash flow hedges.


Unifi, Inc.

Notes to its most recently issued audited financial statements, PAL’s five largest customers accounted for approximately 76% of total revenues and 78% of total gross accounts receivable outstanding. Condensed Consolidated Financial Statements (Continued)

As PAL’s fiscal year end is the Saturday nearest to December 31 and its results are considered significant (in accordance with Regulation S-X Rule 3-09), the Company files an amendment to each Annual Report on Form 10-K on or before 90 days subsequent to PAL’s fiscal year end to provide PAL’s audited financial statements for PAL’s most recent fiscal year. The Company filed an amendment to its 2014 Annual Report on Form 10-K for the fiscal year ended June 29, 2014 on April 2, 2015 to provide PAL’s audited financial statements for PAL’s fiscal year ended January 3, 2015. The Company expects to file an amendment to the 2015 Form 10-K on or before April 1, 2016 to provide PAL’s audited financial statements for PAL’s fiscal year endingended January 2, 2016.

The federal government maintains a program providing economic adjustment assistance to domestic users of upland cotton (the “EAP program”). The EAP program offers a subsidy for cotton consumed in domestic production, and the subsidy is paid the month after the eligible cotton is consumed. The subsidy must be used within eighteen months after the marketing year in which it is earned to purchase qualifying capital expenditures in the U.S. for production of goods from upland cotton. The marketing year is from August 1 to July 31. The program provides a subsidy of up to three cents per pound. In February 2014, the federal government extended the EAP program for five years. The cotton subsidy will remain at three cents per pound for the life of the program. PAL recognizes its share of income for the cotton subsidy when the cotton has been consumed and the qualifying assets have been acquired, with an appropriate allocation methodology considering the dual criteria of the subsidy.

PAL is subject to price risk related to anticipated fixed-price yarn sales. To protect the gross margin of these sales, PAL may enter into cotton futures to manage changes in raw material prices in order to protect the gross margin of fixed-priced yarn sales. The derivative instruments used are listed and traded on an exchange and are thus valued using quoted prices classified within Level 1 of the fair value hierarchy. As of September 2015, PAL had no futures contracts designated as cash flow hedges.

As of September 27, 2015, the Company’s investment in PAL was $110,538 and reflected within investments in unconsolidated affiliates in the Consolidated Balance Sheets. The reconciliation between the Company’s share of the underlying equity of PAL and its investment is as follows:

Underlying equity as of September 27, 2015

 $128,859 

Initial excess capital contributions

  53,363 

Impairment charge recorded by the Company in 2007

  (74,106)

Anti-trust lawsuit against PAL in which the Company did not participate

  2,652 

EAP adjustments

  (230)

Investment as of September 27, 2015

 $110,538 

On August 28, 2014, PAL acquired the remaining 50% ownership interest in a yarn manufacturer and related entities based in Mexico (referred to as the Summit Entities). The acquisition increases PAL’s regional manufacturing capacity and expands its product offerings and customer base. PAL accounted for the transaction as a business combination under the acquisition method, recognizing the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The Company and PAL concluded that the acquisition did not represent a material business combination. Upon completion of purchase accounting, PAL recognized a bargain purchase gain of $4,430 and recorded acquired net assets of $23,644, as reflected in PAL’s audited financial statements for PAL’s fiscal year ended January 3, 2015.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

 

On February 27, 2015, PAL purchased two manufacturing facilities, plus inventory, for approximately $13,000 cash, and entered into a yarn supply agreement with the seller. PAL has accounted for the transaction as a business combination under the acquisition method, recognizing the assets acquired and liabilities assumed at their respective provisional fair values as of the acquisition date. The Company and PAL concluded that the acquisition did not represent a material business combination. PAL has recognized a provisional bargain purchase gain of approximately $9,381 in its initial accounting for the acquisition for all identified assets and liabilities. The Company and PAL will continue to review the acquisition accounting during the measurement period, and if new information obtained about facts and circumstances that existed at the acquisition date identifies adjustments to the assets or liabilities initially recognized, as well as any additional assets or liabilities that existed at the acquisition date, the acquisition accounting will be revised to reflect the resulting adjustments to the provisional amounts. The acquisition accounting is incomplete, primarily pending final asset valuations.

 

The reconciliation between the Company’s share of the underlying equity of PAL and its investment is as follows:

Underlying equity as of December 27, 2015

 $128,364 

Initial excess capital contributions

  53,363 

Impairment charge recorded by the Company in 2007

  (74,106)

Anti-trust lawsuit against PAL in which the Company did not participate

  2,652 

Cotton rebate program adjustments

  (214)

Investment as of December 27, 2015

 $110,059 

U.N.F. Industries Ltd.

In September 2000, the Company and Nilit Ltd. (“Nilit”) formed a 50/50 joint venture, U.N.F. Industries Ltd. (“UNF”), for the purpose of operating nylon extrusion assets to manufacture nylon POY. Raw material and production services for UNF are provided by Nilitthe Company’s 50% joint venture partner under separate supply and services agreements. UNF’s fiscal year end is December 31 and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.

 

UNF America LLC

In October 2009, the Company and Nilit America Inc. (“Nilit America”) formed a 50/50 joint venture, UNF America LLC (“UNF America”), for the purpose of operating a nylon extrusion facility that manufactures nylon POY. Raw material and production services for UNF AmericaUNFA are provided by Nilit Americathe Company’s 50% joint venture partner under separate supply and services agreements. UNF America’sUNFA’s fiscal year end is December 31 and it is a limited liability company treated as a partnership for income tax reporting purposes located in Ridgeway, Virginia.

 

In conjunction with the formation of UNF America,UNFA, the Company entered into a supply agreement with UNF and UNF AmericaUNFA whereby the Company agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNF America.UNFA. The agreement has no stated minimum purchase quantities and pricing is negotiated every six months, based on market rates. As of SeptemberDecember 27, 2015, the Company’s open purchase orders related to this agreement were $1,868.$3,192.

 

The Company’s raw material purchases under this supply agreement consist of the following:

 

For the Three Months Ended

  

For the Six Months Ended

 
 

September 27, 2015

  

September 28, 2014

  

December 27, 2015

  

December 28, 2014

 

UNF

 $1,021  $788  $1,356  $1,817 

UNF America

  7,142   6,768 

UNFA

  13,441   14,274 

Total

 $8,163  $7,556  $14,797  $16,091 

 

As of SeptemberDecember 27, 2015 and June 28, 2015, the Company had combined accounts payable due to UNF and UNF AmericaUNFA of $3,193$2,565 and $4,038, respectively.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

The Company has determined that UNF and UNF AmericaUNFA are variable interest entities (“VIEs”) and has also determined that the Company is the primary beneficiary of these entities, based on the terms of the supply agreement. As a result, these entities should be consolidated in the Company’s financial results. As the Company purchases substantially all of the output from the two entities, the two entities’ balance sheets constitute 3% or less of the Company’s current assets, total assets and total liabilities (when excluding reciprocal balances), and because such balances are not expected to comprise a larger portion in the future, the Company has not included the accounts of UNF and UNF AmericaUNFA in its consolidated financial statements. As of September 27, 2015, the Company’s combined investments in UNF and UNF America were $3,910 and are shown within investments in unconsolidated affiliates in the consolidated balance sheets. The financial results of UNF and UNF AmericaUNFA are included in the Company’s financial statements with a one-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with the Company’s accounting policy. Other than the supply agreement discussed above, the Company does not provide any other commitments or guarantees related to either UNF or UNF America.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)UNFA.

 

Condensed balance sheet and income statement information for the Company’s unconsolidated affiliates (including reciprocal balances) is presented in the following tables. As PAL is defined as significant, its information is separately disclosed.

 

 

As of September 27, 2015

  

As of December 27, 2015

 
 

PAL

  

Other

  

Total

  

PAL

  

Other

  

Total

 

Current assets

 $234,290  $13,250  $247,540  $218,948  $10,070  $229,018 

Noncurrent assets

  219,738   1,139   220,877   211,053   1,110   212,163 

Current liabilities

  56,291   4,567   60,858   43,751   3,937   47,688 

Noncurrent liabilities

  18,739      18,739   8,708      8,708 

Shareholders’ equity and capital accounts

  378,998   9,822   388,820   377,542   7,243   384,785 
                        

The Company’s portion of undistributed earnings

  41,138   1,574   42,712   40,741   1,335   42,076 

 

  

As of June 28, 2015

 
  

PAL

  

Other

  

Total

 

Current assets

 $250,699  $9,273  $259,972 

Noncurrent assets

  216,708   3,676   220,384 

Current liabilities

  61,243   4,985   66,228 

Noncurrent liabilities

  28,935      28,935 

Shareholders’ equity and capital accounts

  377,229   7,964   385,193 

 

 

For the Three Months Ended September 27, 2015

  

For the Three Months Ended December 27, 2015

 
 

PAL

  

Other

  

Total

  

PAL

  

Other

  

Total

 

Net sales

 $224,065  $9,349  $233,414  $183,426  $7,264  $190,690 

Gross profit

  7,387   2,330   9,717   2,917   1,852   4,769 

Income from operations

  3,561   1,849   5,410 

Net income

  5,729   1,858   7,587 

(Loss) income from operations

  (1,437)  1,389   (48)

Net (loss) income

  (1,170)  1,420   250 

Depreciation and amortization

  9,694   37   9,731   11,169   37   11,206 
                        

Cash received by PAL under EAP program

  3,184      3,184 

Earnings recognized by PAL for EAP program

  4,354      4,354 

Cash received by PAL under cotton rebate program

  5,676      5,676 

Earnings recognized by PAL for cotton rebate program

  3,574      3,574 
                        

Distributions received

  947   1,000   1,947      1,000   1,000 

 

As of the end of PAL’s fiscal SeptemberDecember 2015 period, PAL’s amount of deferred revenues related to the EAPcotton rebate program was $0.

 

 

For the Three Months Ended September 28, 2014

  

For the Three Months Ended December 28, 2014

 
 

PAL

  

Other

  

Total

  

PAL

  

Other

  

Total

 

Net sales

 $206,236  $7,360  $213,596  $192,243  $8,955  $201,198 

Gross profit

  10,969   655   11,624   12,063   1,007   13,070 

Income from operations

  6,814   293   7,107   6,909   655   7,564 

Net income

  9,964   339   10,303   9,039   685   9,724 

Depreciation and amortization

  7,208   25   7,233   8,161   25   8,186 
                        

Cash received by PAL under EAP program

  4,301      4,301 

Earnings recognized by PAL for EAP program

  4,901      4,901 

Cash received by PAL under cotton rebate program

  4,153      4,153 

Earnings recognized by PAL for cotton rebate program

  3,854      3,854 
                        

Distributions received

                  

 

As of the end of PAL’s fiscal SeptemberDecember 2014 period, PAL’s amount of deferred revenues related to the EAPcotton rebate program was $0.

 

 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

  

For the Six Months Ended December 27, 2015

 
  

PAL

  

Other

  

Total

 

Net sales

 $407,491  $16,613  $424,104 

Gross profit

  10,304   4,182   14,486 

Income from operations

  2,124   3,238   5,362 

Net income

  4,559   3,278   7,837 

Depreciation and amortization

  20,863   74   20,937 
             

Cash received by PAL under cotton rebate program

  8,860      8,860 

Earnings recognized by PAL for cotton rebate program

  7,928      7,928 
             

Distributions received

  947   2,000   2,947 

  

For the Six Months Ended December 28, 2014

 
  

PAL

  

Other

  

Total

 

Net sales

 $398,479  $16,315  $414,794 

Gross profit

  23,032   1,662   24,694 

Income from operations

  13,723   948   14,671 

Net income

  19,003   1,024   20,027 

Depreciation and amortization

  15,369   50   15,419 
             

Cash received by PAL under cotton rebate program

  8,454      8,454 

Earnings recognized by PAL for cotton rebate program

  8,755      8,755 
             

Distributions received

         

2118. Commitments and Contingencies

 

Collective Bargaining Agreements

While employees of the Company’s Brazilian operations are unionized, none of the labor force employed by the Company’s domestic or other foreign subsidiaries is currently covered by a collective bargaining agreement.

 

Environmental

On September 30, 2004, the Company completed its acquisition of the polyester filament manufacturing assets located in Kinston, North Carolina from INVISTA S.a.r.l (“Invista”). The land for the Kinston site was leased pursuant to a 99 year ground lease (“Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency (“EPA”) and the North Carolina Department of Environment and Natural Resources (“DENR”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The Corrective Action program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and to clean it up to comply with applicable regulatory standards. Effective March 20, 2008, the Company entered into a Lease Termination Agreement associated with conveyance of certain assets at Kinston to DuPont. This agreement terminated the Ground Lease and relieved the Company of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to the Company’s period of operation of the Kinston site which was from 2004 to 2008. However, the Company continues to own a satellite service facility acquired in the INVISTA transaction that has contamination from DuPont’s operations and is monitored by DENR. This site has been remediated by DuPont, and DuPont has received authority from DENR to discontinue remediation, other than natural attenuation. DuPont’s duty to monitor and report to DENR will be transferred to the Company in the future, at which time DuPont must pay the Company for seven years of monitoring and reporting costs and the Company will assume responsibility for any future remediation and monitoring of the site. At this time, the Company has no basis to determine if or when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued) 

Operating Leases

The Company routinely leases sales and administrative office space, warehousing and distribution centers, manufacturing space, transportation equipment, manufacturing equipment, and other information technology and office equipment from third parties. In addition, Renewables leases farm land for use in growing giant miscanthus. In connection with the expansion of growing crop fields, Renewables has entered into multiple operating leases for land during the six months ended December 27, 2015, many of which have lease terms of ten years with cancellation terms of one year. Currently, the Company does not sub-lease any of its leased property.

  

Other Commitments

The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements. During the current quarter,six months ended December 27, 2015, the Company entered into certain agreements to purchase assets in connection with the construction of a plastic bottle processing plant for the Polyester Segment. Unpaid amounts relating to these agreements total approximately $12,670,$7,150, and relate to equipment not yet received by the Company.

 

In October 2015, the Company entered into a commitment to construct assets for future use in conversion of third party product. While the subject assets are being financed by a construction financing arrangement (described in note 9), in the course of facilitating construction, the Company will incur commitments to equipment vendors and contractors. As of December 27, 2015, such commitments total approximately $6,600.

22.19. Related Party Transactions

 

For details regarding the nature of certain related party relationships, see “Note 25. Related Party Transactions”note 25 included in the 2015 Form 10-K. There were no new related party transactions during the three months ended September 27, 2015.

 

Related party receivables consist of the following:

 

 

September 27, 2015

  

June 28, 2015

  

December 27, 2015

  

June 28, 2015

 

Cupron, Inc.

 $26  $72  $71  $72 

Salem Global Logistics, Inc.

  15   3   8   3 

Total related party receivables (included within receivables, net)

 $41  $75  $79  $75 

 

Related party payables consist of the following:

 

 

September 27, 2015

  

June 28, 2015

  

December 27, 2015

  

June 28, 2015

 

Cupron, Inc.

 $574  $506  $520  $506 

Salem Leasing Corporation

  263   277   367   277 

Total related party payables (included within accounts payable)

 $837  $783  $887  $783 

 

Related party transactions consist of the following:

 

   

For the Three Months Ended

   

For the Three Months Ended

 

Affiliated Entity

 Transaction Type 

September 27, 2015

  

September 28, 2014

 

Transaction Type

 

December 27, 2015

  

December 28, 2014

 

Salem Leasing Corporation

 Transportation equipment costs $945  $950 

Transportation equipment costs

 $931  $947 

Salem Global Logistics, Inc.

 Freight service income  62   69 

Freight service income

  81   63 
                   

Cupron, Inc.

 Sales  105   341 

Sales

  147   208 
          

Invemed Associates LLC

 Brokerage services  4   2 

Cupron, Inc.

Yarn purchases

  8   210 

   

For the Six Months Ended

 

Affiliated Entity

Transaction Type

 

December 27, 2015

  

December 28, 2014

 

Salem Leasing Corporation

Transportation equipment costs

 $1,876  $1,897 

Salem Global Logistics, Inc.

Freight service income

  143   132 
          

Cupron, Inc.

Sales

  252   549 

Cupron, Inc.

Yarn Purchases

  8   210 
          

Invemed Associates LLC

Brokerage services

  4   2 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

From time to time, the Company exchanges equipment or extends the term of operating leases for certain transportation equipment under a master lease agreement with Salem Leasing Corporation. During the six months ended December 27, 2015, the Company exchanged multiple power units pursuant to such master lease agreement, with terms extending over the next four to six years. The increase to the existing obligation approximates $6,500.

 

Through April 24, 2015, Mr. Mitchel Weinberger was a member of the Company’s Board and President and Chief Operating Officer of Dillon.Board. Related party transaction amounts disclosed in prior periodsfor entities affiliated with Mr. Weinberger are omitted from current disclosures as such entities affiliated with Mr. Weinberger no longer constitute related parties of the Company.


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

2320. Business Segment Information

 

The Company has three reportable segments. Operations and revenues for each segment are described below:

 

 

The Polyester Segment manufactures Chip, POY, textured, dyed, twisted, beamed and draw wound yarns, both virgin and recycled, with sales primarily to other yarn manufacturers and knitters and weavers that produce yarn and/or fabric for the apparel, hosiery, automotive upholstery, home furnishings, industrial and other end-use markets. The Polyester Segment consists of sales and manufacturing operations in the U.S. and El Salvador.

 

 

The Nylon Segment manufactures textured yarns (both nylon and polyester) and spandex covered yarns, with sales to knitters and weavers that produce fabric primarily for the apparel and hosiery markets. The Nylon Segment consists of sales and manufacturing operations in the U.S. and Colombia.

 

 

The International Segment’s products primarily include textured polyester and various types of resale yarns and staple fiber. The International Segment sells its yarns to knitters and weavers that produce fabric for the apparel, automotive upholstery, home furnishings, industrial and other end-use markets primarily in the South American and Asian regions. This segment includes a manufacturing location and sales offices in Brazil and a sales office in China.

 

In addition to its reportable segments, the Company’s selected financial information includes an All Other category. All Other consists primarily of Renewables (an operating segment that does not meet quantitative thresholds for reporting), for-hire transportation services and consulting services. Revenue for Renewables is primarily derived from (i) facilitating the use of miscanthus grass as bio-fuel through service agreements and (ii) delivering harvested miscanthus grass to poultry producers for animal bedding. For-hire transportation services revenues are derived from performing common carrier services utilizing the Company’s fleet of transportation equipment. Revenues for consulting services are derived from providing process improvement and change management consulting services to entities across various industries.

 

The operations within All Other (i) are not subject to review by the chief operating decision maker at a level consistent with the Company’s other operations, (ii) are not regularly evaluated using the same metrics applied to the Company’s other operations and (iii) do not qualify for aggregation with an existing reportable segment. Therefore, such operations are excluded from reportable segments.

 

The Company evaluates the operating performance of its segments based upon Segment Profit, which represents segment gross profit plus segment depreciation expense. This measurement of segment profit or loss best aligns segment reporting with the current assessments and evaluations performed by, and information provided to, the chief operating decision maker.

 

In fiscal year 2015, the Company evaluated the operating performance of its segments based upon a different metric, referred to as Segment Adjusted Profit, which was defined as segment gross profit, plus segment depreciation and amortization, less segment SG&A expenses, plus segment other adjustments. SG&A expenses and other adjustments are no longer significant to the segment evaluations performed by the chief operating decision maker. The Company is providing current and comparative selected financial information below under the current method of evaluating segment profitability.

 

The accounting policies for the segments are consistent with the Company’s accounting policies. Intersegment sales are omitted from the below financial information, as they are (i) insignificant to the Company’s segments and consolidated operations and (ii) excluded from segment evaluations performed by the chief operating decision maker.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statement (Continued)

Selected financial information is presented below. As described in note 2, certain amounts previously reported, which comprise operating income for the three and six months ended SeptemberDecember 28, 2014, have been revised to reflect reclassification into the All Other category.

 

 

For the Three Months Ended September 27, 2015

  

For the Three Months EndedDecember 27, 2015

 
 

Polyester

  

Nylon

  

International

  

All Other

  

Total

  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $90,568  $40,676  $29,371  $1,550  $162,165  $89,814  $40,367  $24,812  $1,343  $156,336 

Cost of sales

  81,279   34,494   23,780   1,628   141,181   78,001   34,653   20,431   1,438   134,523 

Gross profit (loss)

  9,289   6,182   5,591   (78)  20,984   11,813   5,714   4,381   (95)  21,813 

Segment depreciation expense

  2,811   518   221   152   3,702   2,736   515   192   162   3,605 

Segment Profit

 $12,100  $6,700  $5,812  $74  $24,686  $14,549  $6,229  $4,573  $67  $25,418 

 

  

For the Three Months EndedDecember 28, 2014

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $90,431  $39,212  $33,506  $1,273  $164,422 

Cost of sales

  78,099   33,584   28,429   1,381   141,493 

Gross profit (loss)

  12,332   5,628   5,077   (108)  22,929 

Segment depreciation expense

  2,442   470   658   109   3,679 

Segment Profit

 $14,774  $6,098  $5,735  $1  $26,608 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

  

For the Three Months Ended September 28, 2014

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $92,978  $44,710  $36,494  $1,379  $175,561 

Cost of sales

  82,702   39,561   31,181   1,667   155,111 

Gross profit (loss)

  10,276   5,149   5,313   (288)  20,450 

Segment depreciation expense

  2,414   462   727   110   3,713 

Segment Profit (Loss)

 $12,690  $5,611  $6,040  $(178) $24,163 

The reconciliations of segment depreciation expense to consolidated depreciation expense are as follows:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Polyester

 $2,811  $2,414 

Nylon

  518   462 

International

  221   727 
All Other category  152   110 

Segment depreciation expense

  3,702   3,713 

Other depreciation expense

  149   149 

Consolidated depreciation expense

 $3,851  $3,862 

 

The reconciliations of segment gross profit (loss) to consolidated income before income taxes are as follows:

 

 

For the Three Months Ended

  

For the Three Months Ended

 
 

September 27, 2015

  

September 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Polyester

 $9,289  $10,276  $11,813  $12,332 

Nylon

  6,182   5,149   5,714   5,628 

International

  5,591   5,313   4,381   5,077 

All Other category

  (78)  (288)  (95)  (108)

Segment gross profit

  20,984   20,450   21,813   22,929 

SG&A expenses

  10,830   11,649   12,419   12,971 

Provision for bad debts

  613   584   559   62 

Other operating (income) expense, net

  (146)  600 

Other operating expense (income), net

  206   (38)

Operating income

  9,687   7,617   8,629   9,934 

Interest income

  (163)  (317)  (166)  (309)

Interest expense

  984   819   816   1,209 

Equity in earnings of unconsolidated affiliates

  (2,860)  (3,721)  (303)  (3,281)

Income before income taxes

 $11,726  $10,836  $8,282  $12,315 

  

For theSix Months EndedDecember 27, 2015

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $180,382  $81,043  $54,183  $2,893  $318,501 

Cost of sales

  159,280   69,147   44,211   3,066   275,704 

Gross profit (loss)

  21,102   11,896   9,972   (173)  42,797 

Segment depreciation expense

  5,547   1,033   413   314   7,307 

Segment Profit

 $26,649  $12,929  $10,385  $141  $50,104 

  

For theSix Months EndedDecember 28, 2014

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $183,409  $83,922  $70,000  $2,652  $339,983 

Cost of sales

  160,801   73,145   59,610   3,048   296,604 

Gross profit (loss)

  22,608   10,777   10,390   (396)  43,379 

Segment depreciation expense

  4,856   932   1,385   219   7,392 

Segment Profit (Loss)

 $27,464  $11,709  $11,775  $(177) $50,771 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

The reconciliations of segment gross profit (loss) to consolidated income before income taxes are as follows:

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Polyester

 $21,102  $22,608 

Nylon

  11,896   10,777 

International

  9,972   10,390 

All Other category

  (173)  (396)

Segment gross profit

  42,797   43,379 

SG&A expenses

  23,249   24,620 

Provision for bad debts

  1,172   646 

Other operating expense (income), net

  60   562 

Operating income

  18,316   17,551 

Interest income

  (329)  (626)

Interest expense

  1,800   2,028 

Equity in earnings of unconsolidated affiliates

  (3,163)  (7,002)

Income before income taxes

 $20,008  $23,151 

 

The reconciliations of segment capital expenditures to consolidated capital expenditures are as follows:

 

 

For the Three Months Ended

  For the Six Months Ended 
 

September 27, 2015

  

September 28, 2014

  December 27, 2015  December 28, 2014 

Polyester

 $13,973  $6,602  $23,437  $12,026 

Nylon

  563   194   996   475 

International

  512   506   891   735 
All Other category  513     1,716   43 

Segment capital expenditures

  15,561   7,302   27,040   13,279 

Other capital expenditures

  314   81   379   163 

Capital expenditures

 $15,875  $7,383  $27,419  $13,442 

 

The reconciliations of segment total assets to consolidated total assets are as follows:

 

 

September 27, 2015

  

June 28, 2015

  

December 27, 2015

  

June 28, 2015

 

Polyester

 $219,680  $203,574  $222,835  $203,574 

Nylon

  75,138   71,332   76,033   71,332 

International

  53,238   63,031   54,648   63,031 

Segment total assets

  348,056   337,937   353,516   337,937 

Other current assets

  3,920   5,844   8,898   4,687 

Other PP&E

  16,164   13,544   17,156   13,544 

Other non-current assets

  4,709   5,146   4,461   6,303 

Investments in unconsolidated affiliates

  114,448   113,901   113,710   113,901 

Total assets

 $487,297  $476,372  $497,741  $476,372 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements – (Continued)

Geographic Data:

Geographic information for net sales based on the operating locations from where the items were produced or distributed, is as follows:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

U.S.

 $120,324  $128,382 

Brazil

  19,904   30,007 

Remaining Foreign

  21,937   17,172 

Total

 $162,165  $175,561 
         

Export sales from the Company’s U.S. operations to external customers

 $28,874  $27,173 

Geographic information for long-lived assets is as follows:

  

September 27, 2015

  

June 28, 2015

 

U.S.

 $257,235  $242,042 

Brazil

  6,420   8,207 

Remaining Foreign

  9,085   9,237 

Total

 $272,740  $259,486 

Long-lived assets are comprised of property, plant and equipment, net, intangible assets, net, investments in unconsolidated affiliates and other non-current assets.

Geographic information for total assets is as follows:

  

September 27, 2015

  

June 28, 2015

 

U.S.

 $409,297  $388,766 

Brazil

  40,444   50,300 

Remaining Foreign

  37,556   37,306 

Total

 $487,297  $476,372 

24.21. Supplemental Cash Flow Information

 

Cash payments for interest and taxes consist of the following:

 

For the Three Months Ended

  

For the Six Months Ended

 
 

September 27, 2015

  

September 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Interest, net of capitalized interest

 $762  $870 

Interest, net of capitalized interest of $226 and $53, respectively

 $1,594  $1,661 

Income taxes, net of refunds

  1,250   3,508   3,574   12,708 

 

Cash payments for taxes shown above consist primarily of income and withholding tax payments made by the Company in both U.S. and foreign jurisdictions.

 

Non-Cash Investing and Financing Activities

As of SeptemberDecember 27, 2015 and June 28, 2015, $895$1,344 and $1,726, respectively, were included in accounts payable for unpaid capital expenditures.

As of SeptemberDecember 28, 2014 and June 29, 2014, $1,395$1,118 and $5,023, respectively, were included in accounts payable for unpaid capital expenditures.

 

During August 2015, the Company utilized $1,390 of funds held by a qualified intermediary to purchase certain land and building assets.

 


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

During the threesix months ended SeptemberDecember 27, 2015, the Company entered into capital leases with an aggregate present value of $4,154.

 

During the threesix months ended SeptemberDecember 27, 2015, Renewables acquired certain land valued at $191 utilizing a promissory note for $135 and cash.

 

During the six months ended December 27, 2015, the Company recorded $1,595 to construction in progress and long-term debt, in connection with the financing arrangement described under the subheading “—Construction Financing” in note 9.

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is management’s discussion and analysis of certain significant factors that have affected the Company’s operations, and material changes in financial condition, during the periods included in the accompanying Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. A reference to a “note” in this section refers to the accompanying Notes to Condensed Consolidated Financial Statements.

 

Our discussions below in this Item 2 are based upon the more detailed discussions about our business, operations and financial condition included in the 2015 Form 10-K. Our discussions here focus on our results during, or as of, the firstsecond quarter of fiscal year 2016, and the comparable period of fiscal year 2015, and, to the extent applicable, any material changes from the information discussed in the 2015 Form 10-K or other important intervening developments or information. These discussions should be read in conjunction with the 2015 Form 10-K for more detailed and background information.

 

Forward-Looking Statements

 

This report contains statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, which we discuss in detail under Item 1 of the 2015 Form 10-K. Important factors currently known to management that could cause actual results to differ materially from those forward-looking statements include risks and uncertainties associated with economic conditions in the textile industry as well as the risks and uncertainties discussed under the heading “Risk Factors” included in Item 1A of the 2015 Form 10-K, which discussion is hereby incorporated by reference. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

 

Overview and Significant General Matters

 

The Company remains committed to making improvements to its core business, growing the market for its value-added products, and generating positive cash flow from operations to fund select capital projects, strategic growth opportunities and potential share repurchases. The Company’s core strategies include: continuously improving all operational and business processes, both to enhance product quality and customer responsiveness and to derive cost efficiencies; enriching our product mix by aggressively growing our higher-margin premier value-added products and increasing our market share of compliant yarns;yarns (as defined in the 2015 Form 10-K); deriving value from sustainability-based initiatives, including polyester and nylon recycling; increasing sales in global growth markets, including Central America, South America, and China;Asia; and maintaining our beneficial joint venture relationships. The Company remains committed to these core business strategies, which it believes will increase our profitability and generate improved cash flows from operations to fund select strategic opportunities that will enhance shareholder value.

 

The Company has three reportable segments for its operations - the Polyester Segment, the Nylon Segment and the International Segment – as well as certain ancillary operations that include Repreve Renewables, LLC (“Renewables”), for-hire transportation services and consulting services, which comprise an All Other category. The ancillary operations classified within All Other are insignificant for all periods presented; therefore, the Company’s discussion and analysis of those activities is generally limited to their impact on consolidated results, where appropriate.

 

Significant GAAP and non-GAAP highlights for the September 2015current December quarter include the following items, each of which is outlined in more detail below:

 

 

Gross profit improved to $20,984, or 12.9%margin, as a percentage of net sales, from $20,450, or 11.6% of net sales, forremained strong at 14.0%, consistent with the prior year first quarter.comparable quarter;

 

 

Net income improvedwas $6,464, or $0.36 per share, compared to $8,025,$9,418, or $0.45$0.52 per basic share, on net sales of $162,165, from net income of $7,077, or $0.39 per basic share, on net sales of $175,561 for the prior year first quarter.comparable quarter;

 

 

Adjusted EBITDA (as defineddescribed below) was $15,381, an improvement, as a percentage of sales, improved to 10.0%, from $14,0479.7% for the prior year first quarter.second quarter;

 

 

Adjusted EPS (as defined below) was $0.45 versus $0.37Net cash provided by operating activities increased to $15,392 for the six months ended December 27, 2015, up $5,827 from the prior year first quarter.comparable period;

 

 

ThePrincipal under the term loan of the Company’s existing credit agreement was increased to $95,000, as part of the first annual reset under that facility, enhancing the Company’s ability to continue its growth-oriented capital projects; and

During fiscal year 2016, the Company repurchased 179206 shares of common stock, at an average per share price of $30.36,$30.13, under the 2014 SRP.its Board-approved stock repurchase program.


 

Key Performance Indicators andNon-GAAP Financial Measures

 

The Company continuously reviews performance indicators to measure its success. The following are the key indicators management uses to assess performance of the Company’s business, including certain GAAP and non-GAAP financial measures:

 

 

sales volume for the Company and for each of its reportable segments;


 

 

unit conversion margin, which represents unit net sales price less unit raw material costs, for the Company and for each of its reportable segments;

 

 

gross profit and gross margin for the Company and for each of its reportable segments;

 

 

working capital, which represents current assets less current liabilities;

 

 

net income and earnings per share for the Company;

 

 

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), which represents net income or loss attributable to Unifi, Inc. before net interest expense, income tax expense and depreciation and amortization expense;

 

 

Adjusted EBITDA Including Equity Affiliates, which represents EBITDA adjusted to exclude non-cash compensation expense, losses on extinguishment of debt and certain other adjustments. Such other adjustments include restructuring charges and start-up costs, gains or losses on sales or disposals of assets, currency and derivative gains or losses, and other operating or non-operating income or expense items necessary to understand and compare the underlying results of the Company;

 

 

Adjusted EBITDA, which represents Adjusted EBITDA Including Equity Affiliates adjusted to exclude equity in loss or earnings of Parkdale America, LLC (the Company may, from time to time, change the items included within Adjusted EBITDA);LLC;

 

 

Segment Profit, which equals segment gross profit, plus segment depreciation expense;

Adjusted Net Income, which represents Net income attributable to Unifi, Inc. calculated under GAAP, adjusted to exclude the approximate after-tax impact of certain income or expense items (as well as specific impacts to the provision for income taxes) necessary to understand and compare the underlying results of the Company. Adjusted Net Income excludes certain amounts that management believes do not reflect the ongoing operations and performance of the Company. Such amounts are excluded from Adjusted Net Income in order to better reflect the Company’s underlying operations and performance;

Adjusted EPS, which represents Adjusted Net Income divided by the Company’s basic weighted average common shares outstanding; and

 

 

Adjusted Working Capital (receivables plus inventory, less accounts payable and certain accrued expenses), which is an indicator of the Company’s production efficiency and ability to manage inventory and receivables.

 

EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Profit Adjusted Net Income, Adjusted EPS and Adjusted Working Capital are not determined in accordance with generally accepted accounting principles (“GAAP”) and should not be considered a substitute for performance measures determined in accordance with GAAP. EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Profit Adjusted Net Income, Adjusted EPS and Adjusted Working Capital are non-GAAP financial measurements that management uses to facilitate its analysis and understanding of the Company’s business operations. Management believes they are useful to investors because they provide a supplemental way to understand the underlying operating performance and debt service capacity of the Company. The calculations of EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Profit Adjusted Net Income, Adjusted EPS and Adjusted Working Capital are subjective measures based on management’s belief as to which items should be included or excluded in order to provide the most reasonable view of the underlying operating performance of the business. The Company may, from time to time, change the items included within these non-GAAP financial measures.

 

Select Segment and Reconciliation Information

The following tables present select financial information on a Segment basis, or set forth the reconciliations of non-GAAP financial measures used by the Company.

  

For the Three Months Ended September 27, 2015

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $90,568  $40,676  $29,371  $1,550  $162,165 

Cost of sales

  81,279   34,494   23,780   1,628   141,181 

Gross profit (loss)

  9,289   6,182   5,591   (78)  20,984 

Segment depreciation expense

  2,811   518   221   152   3,702 

Segment Profit

 $12,100  $6,700  $5,812  $74  $24,686 

 

 

 

Net sales in the All Other category includes $107, $1,396 and $47 for Renewables, for-hire transportation services and consulting services, respectively.

  

For the Three Months Ended September 28, 2014

 
  

Polyester

  

Nylon

  

International

  

All Other

  

Total

 

Net sales

 $92,978  $44,710  $36,494  $1,379  $175,561 

Cost of sales

  82,702   39,561   31,181   1,667   155,111 

Gross profit (loss)

  10,276   5,149   5,313   (288)  20,450 

Segment depreciation expense

  2,414   462   727   110   3,713 

Segment Profit (Loss)

 $12,690  $5,611  $6,040  $(178) $24,163 

Net sales in the All Other category includes $57, $1,322 and $0 for Renewables, for-hire transportation services and consulting services, respectively.

The reconciliations of segment depreciation expense to consolidated depreciation expense are as follows:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Polyester

 $2,811  $2,414 

Nylon

  518   462 

International

  221   727 
All Other category  152   110 

Segment depreciation expense

  3,702   3,713 

Other depreciation expense

  149   149 

Consolidated depreciation expense

 $3,851  $3,862 

All Other depreciation expense for the three months ended September 27, 2015 includes $81 and $71 for Renewables and for-hire transportation services, respectively. All Other depreciation expense for the three months ended September 28, 2014 includes $75 and $35 for Renewables and for-hire transportation services, respectively.

The reconciliations of segment capital expenditures to consolidated capital expenditures are as follows:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Polyester

 $13,973  $6,602 

Nylon

  563   194 

International

  512   506 
All Other category  513    

Segment capital expenditures

  15,561   7,302 

Other capital expenditures

  314   81 

Capital expenditures

 $15,875  $7,383 

Other capital expenditures for the three months ended September 27, 2015 includes $441 and $72 for Renewables and for-hire transportation services, respectively.SelectNon-GAAPReconciliation Information

 

The reconciliations of Net income attributable to Unifi, Inc. to EBITDA, Adjusted EBITDA Including Equity Affiliates and Adjusted EBITDA are presented below. Certain line items below are not reflective of consolidated amounts due to the impact of non-controlling interest.

 

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Net income attributable to Unifi, Inc.

 $8,025  $7,077 

Interest expense, net

  821   502 

Provision for income taxes

  3,940   4,161 

Depreciation and amortization expense

  4,241   4,341 

EBITDA

  17,027   16,081 
         

Non-cash compensation expense

  284   625 

Foreign currency transaction (gains) losses

  (90)  313 

Net (gain) loss on sale or disposal of assets

  (53)  85 

Other, net

  178   347 

Adjusted EBITDA Including Equity Affiliates

  17,346   17,451 
         

Equity in earnings of Parkdale America, LLC

  (1,965)  (3,404)

Adjusted EBITDA

 $15,381  $14,047 


The reconciliations of Income before income taxes, Net income attributable to Unifi, Inc. (“Net Income”) to Adjusted Net Income and Basic Earnings Per Share (“Basic EPS”) to Adjusted EPS are detailed in the tables below. Excluding the GAAP results in the tables below, amounts reported under the Net Income columns are generally calculated by applying the statutory tax rate of the jurisdiction for which the amount relates, or, when no impact to Income before income taxes exists, amounts represent components of the respective period’s provision for income taxes.

  

For the Three Months Ended September 27, 2015

 
  

Income Before

Income Taxes

  

Net Income

  

Basic EPS

 

GAAP results

 $11,726  $8,025  $0.45 

Change in uncertain tax positions

     72    

Net gain on sale or disposal of assets

  (64)  (39)   

Adjusted results

 $11,662  $8,058  $0.45 
             

Weighted average common shares outstanding

          17,921 

  

For the Three Months Ended September 28, 2014

 
  

Income Before

Income Taxes

  

Net Income

  

Basic EPS

 

GAAP results

 $10,836  $7,077  $0.39 

Bargain purchase gain for an equity affiliate

  (1,122)  (690)  (0.03)

Change in specific tax valuation allowances

     294   0.01 

Change in uncertain tax positions

     23    

Net loss on sale or disposal of assets

  141   52    

Adjusted results

 $9,855  $6,756  $0.37 
             

Weighted average common shares outstanding

          18,289 
  

For the Three Months Ended

  

For the Six Months Ended

 
  

December 27, 2015

  

December 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Net income attributable to Unifi, Inc.

 $6,464  $9,418  $14,489  $16,495 

Interest expense, net

  641   900   1,462   1,402 

Provision for income taxes

  2,088   3,193   6,028   7,354 

Depreciation and amortization expense

  4,151   4,308   8,392   8,649 

EBITDA

  13,344   17,819   30,371   33,900 
                 

Non-cash compensation expense

  1,268   1,272   1,552   1,897 

Other, net

  573   6   608   751 

Adjusted EBITDA Including Equity Affiliates

  15,185   19,097   32,531   36,548 
                 

Equity in loss (earnings) of Parkdale America, LLC

  381   (3,090)  (1,584)  (6,494)

Adjusted EBITDA

 $15,566  $16,007  $30,947  $30,054 

 

Results of Operations

 

FirstSecond Quarter of Fiscal Year 2016 Compared to FirstSecond Quarter of Fiscal Year 2015

 

Consolidated Overview

 

The components of net income attributable to Unifi, Inc., each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts are presented in the table below.

 

  

For the Three Months Ended

     
  

September 27, 2015

  

September 28, 2014

     
      

% of Net

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $162,165   100.0  $175,561   100.0   (7.6)

Cost of sales

  141,181   87.1   155,111   88.4   (9.0)

Gross profit

  20,984   12.9   20,450   11.6   2.6 

Selling, general and administrative expenses

  10,830   6.7   11,649   6.6   (7.0)

Provision for bad debts

  613   0.3   584   0.3   5.0 

Other operating (income) expense, net

  (146)  (0.1)  600   0.3   nm 

Operating income

  9,687   6.0   7,617   4.4   27.2 

Interest expense, net

  821   0.5   502   0.3   63.5 

Equity in earnings of unconsolidated affiliates

  (2,860)  (1.7)  (3,721)  (2.1)  (23.1)

Income before income taxes

  11,726   7.2   10,836   6.2   8.2 

Provision for income taxes

  3,940   2.4   4,161   2.4   (5.3)

Net income including non-controlling interest

  7,786   4.8   6,675   3.8   16.6 

Less: net (loss) attributable to non-controlling interest

  (239)  (0.1)  (402)  (0.2)  (40.5)

Net income attributable to Unifi, Inc.

 $8,025   4.9  $7,077   4.0   13.4 

nm – change is not meaningful


  

For the Three Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

% of Net

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $156,336   100.0  $164,422   100.0   (4.9)

Cost of sales

  134,523   86.0   141,493   86.1   (4.9)

Gross profit

  21,813   14.0   22,929   13.9   (4.9)

Selling, general and administrative expenses

  12,419   7.9   12,971   7.9   (4.3)

Provision for bad debts

  559   0.4   62      100.0 

Other operating expense (income), net

  206   0.2   (38)     100.0 

Operating income

  8,629   5.5   9,934   6.0   (13.1)

Interest expense, net

  650   0.4   900   0.6   (27.8)

Equity in earnings of unconsolidated affiliates

  (303)  (0.2)  (3,281)  (2.0)  (90.8)

Income before income taxes

  8,282   5.3   12,315   7.4   (32.7)

Provision for income taxes

  2,088   1.3   3,193   1.9   (34.6)

Net income including non-controlling interest

  6,194   4.0   9,122   5.5   (32.1)

Less: net (loss) attributable to non-controlling interest

  (270)  (0.1)  (296)  (0.2)  (8.8)

Net income attributable to Unifi, Inc.

 $6,464   4.1  $9,418   5.7   (31.4)

  

Consolidated Net Sales

Consolidated net sales for the SeptemberDecember 2015 quarter decreased by $13,396,$8,086, or 7.6%4.9%, as compared to the prior year SeptemberDecember quarter. The decrease was attributable to (i) unfavorable currency translation due to the devaluation of the Brazilian Real versus the U.S. Dollar (ii)of approximately $9,000, lower sales volumes for our Brazilian subsidiary due to soft local markets, (iii)market conditions, and lower average pricing in the Polyester Segment attributable to lower raw material costs. These factors were partially offset by increased sales volume for our U.S. and Nylon Segments,El Salvadoran operations, driven by reductionsstrong demand for synthetic yarns in raw material coststhe North American and Central American regions as well as sales mix changes in the Nylon Segment and (iv) a decline in sales volumes for certain domestic product lines, partially offset by (a) an increase in regional Polyester Texturing sales and PVA sales volumes and (b) higher sales volume and pricesgrowth for our PVA products, and volume growth for our subsidiary in China, subsidiary.attributable to the success of our PVA efforts in Asia. PVA products for the current quarter comprised approximately 33% of the Company’s consolidated net sales as compared to approximately 30% forat the end of fiscal year 2015.


 

Consolidated sales volumes decreased 1.8% from the prior period as volumes decreased 7.0% in the Nylon Segment, due to the timing of seasonal shutdowns and changes in inventory levels for certain customers, along with a volume decrease of 5.8% in the International Segment,2.4%, driven by lower manufactured and resale product volumes in Brazil due to soft local markets, partially offset byour International Segment as a result of the success of PVA programseconomic conditions in China. Polyester SegmentBrazil. Conversely, sales volumes increased 1.2% asimproved over the Company experienced higher salesprior year quarter for all other operations of its PVA products, partially offset by competitive pressure from low-priced imports on certain of its sales volumes for commodity-based products.the Company.

  

Consolidated sales pricing declined approximately 6%2.6%, primarily due to (i) the devaluation of the Brazilian Real versus the U.S. Dollar, (ii)and lower pricing in the Polyester Segment due to lower raw material costs and (iii) lower pricing in the Nylon Segment due to changes in sales mix and lower raw material costs, partially offset by pricing improvements attributable to (a) the continued success of PVA programs and (b) local currency sales price increases for our Brazil subsidiary.costs.

  

Consolidated Gross Profit

 

Gross profit for the SeptemberDecember 2015 quarter increaseddecreased by $534,$1,116, or 2.6%4.9%, as compared to the prior year SeptemberDecember quarter, reflecting increasesdecreases in gross profit for the NylonInternational and InternationalPolyester Segments, partially offset by a decreasean increase in the PolyesterNylon Segment. Gross profit decreased for the International Segment due to unfavorable currency translation and the challenging market conditions in Brazil, partially offset by improvement in China as a result of PVA sales growth. Lower gross profit for the Polyester Segment was primarily driven by (i)attributable to the impact on volumes fromof low-priced imports (ii) manufacturing variances with respectpressuring the commodity portion of our product offering, which constitutes approximately 10% to the timing15% of shut-down periods and (iii) an increase in depreciation expense due to recent capital expenditures,our domestic business, partially offset by mix enrichment achieved through increased demand for our PVA yarns, and increased volumes for textured and beamed yarns. Gross profit increased for the Nylon Segment primarily due to improved marginsincreased demand for textured nylon and aircertain covered products, partially offset by lower sales volumes in certain other product lines. Gross profit increased for the International Segment due to (i) higher sales volumes and higher gross margins in China due to the transition of certain PVA programs from the Nylon Segment and (ii) improved gross margins in Brazil on a local currency basis, partially offset by unfavorable currency translation due to the devaluation of the Brazilian Real against the U.S. Dollar and lower sales volumes for Brazil manufactured and resale products.yarns.

 

Further details regarding the changes in net sales and gross profit from the prior fiscal period by reportable segment follow.

 

Polyester Segment

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts for the Polyester Segment are as follows:

 

  

For the Three Months Ended

     
  

September 27, 2015

  

September 28, 2014

     
      

%of Net

Sales

      

%of Net

Sales

  

% Change

 

Net sales

 $90,568   100.0  $92,978   100.0   (2.6)

Cost of sales

  81,279   89.7   82,702   88.9   (1.7)

Gross profit

  9,289   10.3   10,276   11.1   (9.6)

Depreciation expense

  2,811   3.1   2,414   2.6   16.4 

Segment Profit

 $12,100   13.4  $12,690   13.7   (4.6)


  

For the Three Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

%of Net

Sales

      

%of Net

Sales

  

% Change

 

Net sales

 $89,814   100.0  $90,431   100.0   (0.7)

Cost of sales

  78,001   86.8   78,099   86.4   (0.1)

Gross profit

  11,813   13.2   12,332   13.6   (4.2)

Depreciation expense

  2,736   3.0   2,442   2.7   12.0 

Segment Profit

 $14,549   16.2  $14,774   16.3   (1.5)

 

The change in net sales from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the Polyester Segment is as follows:

 

Net sales for the first quarter of fiscal year 2015

 $92,978 

Net sales for the second quarter of fiscal year 2015

 $90,431 

Decrease in average selling price

  (3,508)  (1,505)

Increase in sales volumes

  1,098   888 

Net sales for the first quarter of fiscal year 2016

 $90,568 

Net sales for the second quarter of fiscal year 2016

 $89,814 

 

The overall decrease in net sales is primarily attributable to (i) lower sales prices as a lower average selling price for several product lines in connection withresult of lower raw material costs (approximately ten cents per pound)10% for virgin polyester raw materials) and (ii) lower sales volumesprices within the non-compliant, commodity portion of our product offering due to pressure from low-priced imports. AnThe increase in sales volumes is driven by (i) textured polyester yarn due to continued growth in the NAFTA and CAFTA region andfor trade-compliant synthetic yarns, (ii) greater demand for the Company’s PVA yarns.yarns and (iii) an increase in beamed yarn sales for the automotive market.

 

The change in Segment Profit from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the Polyester Segment is as follows:

 

Segment Profit for the first quarter of fiscal year 2015

 $12,690 

Decrease in underlying gross margins

  (740)

Increase in sales volumes

  150 

Segment Profit for the first quarter of fiscal year 2016

 $12,100 

Segment Profit for the second quarter of fiscal year 2015

 $14,774 

Decrease in underlying margins

  (370)

Increase in sales volumes

  145 

Segment Profit for the second quarter of fiscal year 2016

 $14,549 


 

Although Polyester Segment Profit was favorably impacted by mix enrichment achieved through increased demand for our PVA yarns and increased sales volumes for regional textured yarns. However, an overall decrease inand beamed yarns, Segment Profit for the Polyester Segment wasdecreased due to (i) the impact on sales volumes and gross margins from low-pricedof non-compliant, commodity-based imports (driving comparative unit conversion margins to essentially flat), and (ii) manufacturing variances with respect to the timing of shut-down periods. imports.

 

Polyester Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 55.8%57.4% and 49.0%57.2% for the firstsecond quarter of fiscal year 2016, compared to 53.0%55.0% and 52.5%55.5% for the firstsecond quarter of fiscal year 2015, respectively.

 

Nylon Segment

 

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts for the Nylon Segment are as follows:

 

 

For the Three Months Ended

      

For the Three Months Ended

     
 

September 27, 2015

  

September 28, 2014

      

December 27, 2015

  

December 28, 2014

     
     

%of

Net Sales

      

%of Net 

Sales

  

% Change

      

%of Net 

Sales

      

%of Net

Sales

  

% Change

 

Net sales

 $40,676   100.0  $44,710   100.0   (9.0) $40,367   100.0  $39,212   100.0   2.9 

Cost of sales

  34,494   84.8   39,561   88.5   (12.8)  34,653   85.8   33,584   85.6   3.2 

Gross profit

 $6,182   15.2  $5,149   11.5   20.1   5,714   14.2   5,628   14.4   1.5 

Depreciation expense

  518   1.3   462   1.0   12.1   515   1.3   470   1.2   9.6 

Segment Profit

 $6,700   16.5  $5,611   12.5   19.4  $6,229   15.5  $6,098   15.6   2.2 

 

The change in net sales from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the Nylon Segment is as follows:

 

Net sales for the first quarter of fiscal year 2015

 $44,710 

Decrease in sales volumes

  (3,124)

Decrease in average selling price and change in sales mix

  (910)

Net sales for the first quarter of fiscal year 2016

 $40,676 

Net sales for the second quarter of fiscal year 2015

 $39,212 

Increase in sales volumes

  1,155 

Change in average selling price and change in sales mix

   

Net sales for the second quarter of fiscal year 2016

 $40,367 

 

The decrease in net sales is attributable to (i) lower salesIncreased demand drove volume primarily due to (a) the timing of shut-down periodsgains for textured nylon and changes in inventory levels for certain customers and (b) changes in sales mix as a result of the transitioning of certain PVA sales programs from the U.S. to China and (ii) a decrease in pricing following the decline in raw material costs, partially offset by increased sales volume for certain covered yarns. There were no significant changes in average selling price or sales mix for the Segment.


 

The change in Segment Profit from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the Nylon Segment is as follows:

 

Segment Profit for the first quarter of fiscal year 2015

 $5,611 

Improvement in underlying gross margins

  1,481 

Decrease in sales volumes

  (392)

Segment Profit for the first quarter of fiscal year 2016

 $6,700 

Segment Profit for the second quarter of fiscal year 2015

 $6,098 

Increase in sales volumes

  173 

Decrease in underlying margins

  (42)

Segment Profit for the second quarter of fiscal year 2016

 $6,229 

 

The increase in Segment Profit was primarily due to (i) an increase in sales volumes and margins for certain textured and covered yarns, and (ii) improved margins and lower converting costs for textured yarns (despite lower volumes). These favorableas described above. There were no significant changes were partially offset by the transitioning of certain PVA sales programs from the U.S. to China (as the transition generates an overall net decrease in sales volumes for the Nylon Segment).underlying margins.

 

Nylon Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 25.1%25.8% and 27.1%24.5% for the firstsecond quarter of fiscal year 2016, compared to 25.4%23.8% and 23.2%22.9% for the firstsecond quarter of fiscal year 2015, respectively.


  

International Segment

 

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease overtheover the prior period amounts for the International Segment are as follows:

 

 

For the Three Months Ended

      

For the Three Months Ended

     
 

September 27, 2015

  

September 28, 2014

      

December 27, 2015

  

December 28, 2014

     
     

%of Net 

Sales

      

%of Net

Sales

  

% Change

      

% of Net 

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $29,371   100.0  $36,494   100.0   (19.5) $24,812   100.0  $33,506   100.0   (26.0)

Cost of sales

  23,780   81.0   31,181   85.4   (23.7)  20,431   82.3   28,429   84.9   (28.1)

Gross profit

 $5,591   19.0  $5,313   14.6   5.2   4,381   17.7   5,077   15.1   (13.7)

Depreciation expense

  221   0.8   727   2.0   (69.6)  192   0.8   658   2.0   (70.8)

Segment Profit

 $5,812   19.8  $6,040   16.6   (3.8) $4,573   18.5  $5,735   17.1   (20.2)

 

The change in net sales from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the International Segment is as follows:

 

Net sales for the first quarter of fiscal year 2015

 $36,494 

Net sales for the second quarter of fiscal year 2015

 $33,506 

Unfavorable currency translation effects

  (10,802)  (9,090)

Decrease in sales volumes

  (2,108)  (2,677)

Improvement in average selling price and change in sales mix

  5,787   3,073 

Net sales for the first quarter of fiscal year 2016

 $29,371 

Net sales for the second quarter of fiscal year 2016

 $24,812 

 

The decrease in net sales was attributable to (i) unfavorable currency translation due to the devaluation of the Brazilian Real versus the U.S. Dollar (using a weighted average exchange rate of 3.533.84 Real/U.S. Dollar versus 2.28)2.53) and (ii) 9%approximately 20% lower sales volumes for our Brazilian subsidiary due to softweak local markets. Conversely, sales volumes for our subsidiary in China increased 10%approximately 15%, benefiting from several new sales programs, including the transitioning of certain PVA sales programs from the Company’s U.S. operations. Improvements in average selling price and sales mix were achieved by (i) increased local-currency pricing for our Brazil subsidiary and (ii) strong margins for PVA products for our China subsidiary.

 

The change in Segment Profit from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 for the International Segment is as follows:

 

Segment Profit for the first quarter of fiscal year 2015

 $6,040 

Improvements in underlying gross margins

  1,965 

Unfavorable currency translation effects

  (1,844)

Decrease in sales volumes

  (349)

Segment Profit for the first quarter of fiscal year 2016

 $5,812 

Segment Profit for the second quarter of fiscal year 2015

 $5,735 

Unfavorable currency translation effects

  (1,625)

Decrease in sales volumes

  (451)

Improvements in underlying margins

  914 

Segment Profit for the second quarter of fiscal year 2016

 $4,573 


 

The decrease in Segment Profit was attributable to (i) unfavorable currency translation effects due to the devaluation of the Brazilian Real against the U.S. Dollar (utilizing the rates noted in the net sales analysis above) and (ii) lower sales volume for our subsidiary in Brazil due to softweak market conditions. The decrease was partially offset by (i) an increase in sales volumes and margins, for our subsidiary in China, driven by the factors describedgrowth of PVA products in the net sales analysis above and (ii) for our subsidiary in Brazil, improved unit conversion margin for both manufactured and resale products, including the benefit of increased pricing (on a local currency basis).China.

  

International Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 18.1%15.9% and 23.5%18.0% for the firstsecond quarter of fiscal year 2016, compared to 20.8%20.4% and 25.0%21.6% for the firstsecond quarter of fiscal year 2015, respectively.

 

Consolidated Selling, Generaland Administrative Expenses

 

The change in selling, general and administrative (“SG&A”) expenses from the first quarter of fiscal year 2015 to the first quarter of fiscal year 2016 is as follows:

 

Selling, general and administrative expenses for the first quarter of fiscal year 2015

 $11,649 

Decrease in non-cash compensation expense

  (341)

Decrease in sales commissions and service fees

  (120)

Selling, general and administrative expenses for the second quarter of fiscal year 2015

 $12,971 

Decrease in variable compensation expenses

  (394)

Decrease in professional fees

  (115)  (176)

Decrease in depreciation and amortization expenses

  (82)  (76)

Increase in consumer marketing and branding expenses

  283   259 

Other, net

  (444)  (165)

Selling, general and administrative expenses for the first quarter of fiscal year 2016

 $10,830 

Selling, general and administrative expenses for the second quarter of fiscal year 2016

 $12,419 


 

Total SG&A expenses were lower versus the prior year quarter, with changes among various components, including (as quantified in the table above):primarily attributable to: (i) a decrease in non-cashvariable compensation expense for an unfunded post-employment plan, driven by changes in a significant equity market index, (ii) a decrease in sales commissions and service fees primarilyexpenses due to changes in sales agency agreements, (iii)the Company’s performance against established targets for the comparable periods, (ii) a decrease in professional fees due to a reduction in out-sourced auxiliary tax, legal and other services, (iv)(iii) a decrease in depreciation and amortization expenses due to lower amortization of customer lists and (v)(iv) a net decrease among other items, including the impact of currency translation, employee costs, insurance and facilities expenses. These decreases were partially offset by an increase in consumer marketing and branding expenses resulting from the timing and magnitude of expenses for advertising and sponsorship agreements, primarily for REPREVE®.

 

Consolidated Provision for Bad Debts

Provision for bad debts increased $29,$497, from $584$62 for the firstsecond quarter of fiscal year 2015 to $613$559 for the firstsecond quarter of fiscal year 2016. Each period is primarily comprised ofThe current quarter’s provision reflects an increase for a provision for specifically identified customer balancesbalance originating in the Company’s Brazilian operations, for which the Company has determined recovery to be unlikely.regional polyester operations.

  

Consolidated Other Operating Expense(Income)Expense,, Net

 

Other operating (income) expense (income), net decreasedchanged by $746 from an expense of $600 for the first quarter of fiscal year 2015 to income of $146 for the first quarter of fiscal year 2016, consisting of the following:

  

For the Three Months Ended

 
  

September 27, 2015

  

September 28, 2014

 

Foreign currency transaction (gains) losses

  (90)  313 

Net (gain) loss on sale or disposal of assets

 $(64) $141 

Other, net

  8   146 

Other operating (income) expense, net

 $(146) $600 

$244. The decreasechange was driven by a year-over-year decrease of $403severance charges recorded in foreign currency transaction (gains) losses, as the prior period primarily included losses for our Brazilian subsidiary, while the current period primarily included gains for our Colombian subsidiary. The change in other, net is primarily attributablequarter relating to certain post-employment expenses and accretion expense (forthe transition of an executive officer, partially offset by fair value adjustments to a contingent consideration liability) included in the prior year quarter.liability.


 

Consolidated Interest Expense, Net

 

Interest expense, net increased from $502 for the first quarter of fiscal year 2015 to $821 for the first quarter of fiscal year 2016,decreased $250, and reflected the following components:

 

 

For theThree Months Ended

  

For theThree Months Ended

 
 

September 27, 2015

  

September 28, 2014

  

December 27, 2015

  

December 28, 2014

 

Interest on ABL Facility

 $613  $860 

Other

  212   48 

Interest and fees on the ABL Facility

 $840  $925 

Other interest

  205   43 

Subtotal of interest on debt obligations

  825   908   1,045   968 

Reclassification adjustment for interest rate swap

  19   104   19   89 

Amortization of debt financing fees

  100   112   101   146 

Mark-to-market adjustment for interest rate swap

  116   (258)  (199)  12 

Interest capitalized to property, plant and equipment, net

  (76)  (47)

Interest capitalized

  (150)  (6)

Subtotal of other components of interest expense

  159   (89)  (229)  241 

Total interest expense

  984   819   816   1,209 

Interest income

  (163)  (317)  (166)  (309)

Interest expense, net

 $821  $502  $650  $900 

Interest and fees on the ABL Facility decreased in connection with a decline in the weighted average interest rate from 3.1% to 2.2%, partially offset by (i) an increase in the average debt balance from $106,397 to $112,368 and (ii) $175 of fees incurred in fiscal year 2016 in connection with the first annual principal reset of the term loan.

The increase in other interest reflects an increase in the average capital lease obligation from $3,926 to $18,442.

 

The change in other components of interest expense net from the prior period is primarily attributable to the $374 net unfavorablefavorable change in the mark-to-market adjustmentsadjustment for the Company’s $50,000 interest rate swap, which is subject to external factors such as changes in third partythird-party estimates or forecasts for interest rates.

Interest on debt obligations was impacted by (i) an increase In addition, the Company capitalized more interest in the average debt balance from $107,864 forcurrent period, driven by increased capital expenditures, the first quartermajority of fiscal year 2015 to $121,821 for the first quarter of fiscal year 2016, while (ii) the weighted average interest rate declined from 3.3% to 2.5%. The $13,942 increase in the average outstanding debt balance was primarily a result of the Company’s investment in capital projects and new capital leases. The annual weighted average interest rate decline is primarily duewhich relate to the favorable amended terms (established March 26, 2015) for the Company’s creditconstruction of our plastic bottle processing facility.

 

Interest income in each period includes earnings recognized on cash equivalents held globally. Interest income decreased from the comparativecomparable prior year period due to a lower average balance of interest-bearing cash equivalents held by our Brazil subsidiary (where interest rates are highest among the Company’s subsidiaries). and changes in currency translation attributable to the devaluation of the Brazilian Real against the U.S. Dollar.


 

Consolidated Earnings from Unconsolidated Affiliates

For the first quarterThe components of fiscal year 2016, the Company generated $11,726 of income before income taxes, of which $2,860 was generatedearnings from its investments in unconsolidated affiliates. For the first quarter of fiscal year 2015, the Company generated $10,836 of income before income taxes, of which $3,721 was generated from its investments in unconsolidated affiliates.affiliates are as follows:

  

For the Three Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Loss (earnings) from PAL

 $381  $(3,090)

Earnings from nylon joint ventures

  (684)  (191)

Total equity in earnings of unconsolidated affiliates

 $(303) $(3,281)

As a percentage of consolidated income before income taxes

  3.7%  26.7%

 

The Company’s 34% share of PAL’s earnings decreased from $3,404

PAL incurred a loss in the firstcurrent quarter, of fiscal year 2015 to $1,965 in the first quarter of fiscal year 2016, primarily attributable to (i) lower volumes related to an inventory correction in the supply chain, (ii) higher start-up and depreciation expenses in connection with recent expansions, (iii) lower operating margins primarily as a result of significant price pressure, (iv) slightly lower cotton rebate earnings in the current period as compared to the prior year period and (v) an adjustment for a bargain purchase gain (the Company’s share of which was $1,122)$384) recognized in the prior year quarter by PAL from the acquisition of the remaining 50% joint venture interest in a yarn manufacturer based in Mexico (referred to as Summit), (ii) lower earnings recognized under the Farm Bill’s economic adjustment assistance program in the current period as compared to the prior year period and (iii) lower operating margins primarily as a result of higher startup and depreciation expenses in connection with recent expansions. .

The remaining change in earnings from unconsolidated affiliates relates to improved combined operating results for the Company’s two nylon extrusion joint ventures that supply POY to the Company’s Nylon Segment, resulting from increased volumes and lower raw material costs.

 

Consolidated Income Taxes

The Company’schange in consolidated income tax provision for the current quarter resulted in tax expense of $3,940, with an effective tax rate of 33.6%. The Company’s income tax provision for the prior year quarter resulted in tax expense of $4,161, with an effective tax rate of 38.4%.taxes is as follows:

  

For the Three Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Provision for income taxes

 $2,088  $3,193 

Effective tax rate

  25.2%  25.9%

 

The effective income tax rate for the current quarterperiods noted is lower than the U.S. statutory rate due to (i) a decrease in the valuation allowance reflecting the recognition of lower taxable income versus book income for the Company’s investment in PAL (for which the Company maintains a full valuation allowance), which was partially offset by an increase in the valuation allowance for net operating losses, including Renewables (for which no tax benefit could be recognized); (ii) a lower overall effective tax rate for the Company’s foreign earnings (reflecting free-trade zone sales in El Salvador and lower statutory tax rates in both Brazil and China) and (iii) the domestic production activities deduction. These items were partially offset by (a) state and local taxes net of the assumed federal benefit and (b) losses in tax jurisdictions for which no tax benefit could be recognized.

 

Consolidated Net Income Attributable to Unifi, Inc.

Net income attributable to Unifi, Inc. for the second quarter of fiscal year 2016 was $6,464, or $0.36 per basic share, compared to $9,418, or $0.52 per basic share, for the prior period. As discussed above, the decrease is primarily attributable to (i) significantly lower earnings from PAL, (ii) significant devaluation of the Brazilian Real versus the U.S. Dollar, (iii) a decrease in gross profit in the Polyester Segment and (iv) an increase in the provision for bad debts, partially offset by improvement in earnings from unconsolidated nylon joint ventures and a decrease in SG&A expenses.


Year-To-Date Fiscal Year 2016 Compared to Year-To-Date Fiscal Year 2015

Consolidated Overview

The components of net income attributable to Unifi, Inc., each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts are presented in the table below.

  

For the Six Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

% of Net 

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $318,501   100.0  $339,983   100.0   (6.3)

Cost of sales

  275,704   86.6   296,604   87.2   (7.0)

Gross profit

  42,797   13.4   43,379   12.8   (1.3)

Selling, general and administrative expenses

  23,249   7.3   24,620   7.2   (5.6)

Provision for bad debts

  1,172   0.3   646   0.2   81.4 

Other operating expense, net

  60      562   0.2   (89.3)

Operating income

  18,316   5.8   17,551   5.2   4.4 

Interest expense, net

  1,471   0.5   1,402   0.4   4.9 

Equity in earnings of unconsolidated affiliates

  (3,163)  (1.0)  (7,002)  (2.0)  (54.8)

Income before income taxes

  20,008   6.3   23,151   6.8   (13.6)

Provision for income taxes

  6,028   1.9   7,354   2.2   (18.0)

Net income including non-controlling interest

  13,980   4.4   15,797   4.6   (11.5)

Less: net (loss) attributable to non-controlling interest

  (509)  (0.1)  (698)  (0.2)  (27.1)

Net income attributable to Unifi, Inc.

 $14,489   4.5  $16,495   4.8   (12.2)

Consolidated Net Sales

Consolidated net sales for the December 2015 year-to-date period decreased by $21,482, or 6.3%, as compared to the prior year comparative period. The decrease was attributable to (i) unfavorable currency translation of approximately $19,000 due to the devaluation of the Brazilian Real versus the U.S. Dollar, (ii) lower sales volumes for our Brazilian subsidiary due to weak local markets, (iii) lower average pricing in the Polyester and Nylon Segments, following reductions in raw material costs and (iv) lower sales volumes for the Nylon Segment due to declines in certain commodity textured yarns, partially offset by (a) increased Polyester Segment sales volumes due to growing demand for textured polyester and PVA yarns as well as increased demand for beamed yarns and (b) higher sales volume and prices for our China subsidiary. PVA products comprised approximately 33% of the Company’s consolidated net sales for the six months ended December 27, 2015 as compared to approximately 30% at the end of fiscal year 2015.

Consolidated sales volumes decreased 2.1% from the prior year-to-date period, attributable to a volume decrease of 8.4% in the International Segment, driven by lower volumes in Brazil due to weak local markets, partially offset by volume gains for our China subsidiary resulting from the success of PVA sales programs, and 2.2% lower volumes for the Nylon Segment, due to a decline in certain textured yarn volumes. Polyester Segment sales volumes increased 1.1% due to increased demand for textured polyester yarn in the NAFTA and CAFTA regions as well as volume growth for our PVA products, partially offset by competitive pressure from low-priced imports impacting certain of our commodity-based products which comprise approximately 10% to 15% of our domestic business.

Consolidated sales pricing declined approximately 4.3%, primarily due to (i) the devaluation of the Brazilian Real versus the U.S. Dollar (ii) lower pricing in the Polyester and Nylon Segments due to lower raw material costs, and (iii) competitive pressure from low-priced imports for certain of our commodity-based products, partially offset by pricing improvements attributable to the continued success of PVA programs.


Consolidated Gross Profit

Gross profit for the December 2015 year-to-date period decreased by $582, or 1.3%, as compared to the prior year comparative period, reflecting decreases in gross profit for the Polyester and International Segments, partially offset by an increase in the Nylon Segment. Lower gross profit for the Polyester Segment was primarily driven by pressure from low-priced imports impacting volumes and pricing for the commodity portion of our products, partially offset by mix enrichment achieved through increased demand for our PVA yarns. Lower gross profit results for the International Segment is attributable to (i) unfavorable currency translation due to the devaluation of the Brazilian Real and (ii) lower sales volumes in Brazil reflecting weak local market conditions, partially offset by an increase in sales volumes and margins for our subsidiary in China from PVA sales growth. Gross profit increased for the Nylon Segment primarily due to improved unit conversion margins for textured yarns and overall manufacturing cost efficiencies.

Further details regarding the changes in net sales and gross profit from the prior fiscal period by reportable segment follow.

Polyester Segment

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts for the Polyester Segment are as follows:

  

For theSix Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

%of Net

Sales

      

%of Net

Sales

  

% Change

 

Net sales

 $180,382   100.0  $183,409   100.0   (1.7)

Cost of sales

  159,280   88.3   160,801   87.7   (0.9)

Gross profit

  21,102   11.7   22,608   12.3   (6.7)

Depreciation expense

  5,547   3.1   4,856   2.7   14.2 

Segment Profit

 $26,649   14.8  $27,464   15.0   (3.0)

The change in net sales for the Polyester Segment is as follows:

Net sales for the year-to-date period of fiscal year 2015

 $183,409 

Decrease in average selling price

  (5,014)

Increase in sales volumes

  1,987 

Net sales for the year-to-date period of fiscal year 2016

 $180,382 

The overall decrease in net sales is primarily attributable to (i) lower sales prices as a result of lower raw material costs (approximately 10% for virgin polyester raw materials) and (ii) lower sales prices within the commodity portion of our product offering due to pressure from low-priced imports. Increased sales volumes are attributable to (i) continued growth in the NAFTA and CAFTA region of synthetic apparel production driving greater demand for textured polyester and PVA yarns and (ii) higher net sales for beamed yarns due to demand increases in the automotive market, partially offset by competitive pressure from low-priced commodity-based imports.

The change in Segment Profit for the Polyester Segment is as follows:

Segment Profit for the year-to-date period of fiscal year 2015

 $27,464 

Decrease in underlying margins

  (1,113)

Increase in sales volumes

  298 

Segment Profit for the year-to-date period of fiscal year 2016

 $26,649 

Polyester Segment Profit was favorably impacted by mix enrichment achieved through increased demand for our PVA yarns and increased sales volumes for textured and beamed yarns. However, the overall decrease in Segment Profit for the Polyester Segment was due to the impact on sales volumes and margins from low-priced commodity-based imports.


Polyester Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 56.6% and 53.2% for the year-to-date period of fiscal year 2016, compared to 53.9% and 54.1% for the year-to-date period of fiscal year 2015, respectively.

Nylon Segment

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts for the Nylon Segment are as follows:

  

For the Six Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

% of Net 

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $81,043   100.0  $83,922   100.0   (3.4)

Cost of sales

  69,147   85.3   73,145   87.2   (5.5)

Gross profit

  11,896   14.7   10,777   12.8   10.4 

Depreciation expense

  1,033   1.3   932   1.1   10.8 

Segment Profit

 $12,929   16.0  $11,709   13.9   10.4 

The change in net sales for the Nylon Segment is as follows:

Net sales for the year-to-date period of fiscal year 2015

 $83,922 

Decrease in sales volumes

  (1,878)

Decrease in average selling price and change in sales mix

  (1,001)

Net sales for the year-to-date period of fiscal year 2016

 $81,043 

The decrease in net sales is attributable to (i) lower sales volumes for certain commodity textured yarns, (ii) the transitioning of certain PVA sales programs from the U.S. to China and (iii) a decrease in pricing following the decline in raw material costs, partially offset by increased sales volumes for certain covered yarns.

The change in Segment Profit for the Nylon Segment is as follows:

Segment Profit for the year-to-date period of fiscal year 2015

 $11,709 

Improvement in underlying margins

  1,482 

Decrease in sales volumes

  (262)

Segment Profit for the year-to-date period of fiscal year 2016

 $12,929 

The increase in Segment Profit was primarily due to (i) improved unit conversion margins for textured yarns and (ii) overall lower unit manufacturing costs (despite lower volumes). These favorable changes were partially offset by (a) lower volumes for certain commodity textured yarns and (b) the transitioning of certain PVA sales programs from the U.S. to China.

Nylon Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 25.5% and 25.8% for the year-to-date period of fiscal year 2016, compared to 24.7% and 23.1% for the year-to-date period of fiscal year 2015, respectively.

International Segment

The components of Segment Profit, each component as a percentage of net sales, and the percentage increase or decrease over the prior period amounts for the International Segment are as follows:

  

For the Six Months Ended

     
  

December 27, 2015

  

December 28, 2014

     
      

% of Net

Sales

      

% of Net

Sales

  

% Change

 

Net sales

 $54,183   100.0  $70,000   100.0   (22.6)

Cost of sales

  44,211   81.6   59,610   85.2   (25.8)

Gross profit

  9,972   18.4   10,390   14.8   (4.0)

Depreciation expense

  413   0.8   1,385   2.0   (70.1)

Segment Profit

 $10,385   19.2  $11,775   16.8   (11.8)

 

 

The change in net sales for the International Segment is as follows:

Net sales for the year-to-date period of fiscal year 2015

 $70,000 

Unfavorable currency translation effects

  (19,892)

Decrease in sales volumes

  (4,188)

Improvement in average selling price and change in sales mix

  8,263 

Net sales for the year-to-date period of fiscal year 2016

 $54,183 

The decrease in net sales was attributable to (i) unfavorable currency translation due to the devaluation of the Brazilian Real versus the U.S. Dollar (using a weighted average exchange rate of 3.67 Real/U.S. Dollar versus 2.39) and (ii) approximately 15% lower sales volumes for our Brazilian subsidiary due to weak local markets. Sales volumes and average selling price for our subsidiary in China increased approximately 15%, benefiting from several new sales programs, including the transitioning of certain PVA sales programs from the Company’s U.S. operations.

The change in Segment Profit for the International Segment is as follows:

Segment Profit for the year-to-date period of fiscal year 2015

 $11,775 

Unfavorable currency translation effects

  (3,453)

Decrease in sales volumes

  (696)

Improvements in underlying margins

  2,759 

Segment Profit for the year-to-date period of fiscal year 2016

 $10,385 

The decrease in Segment Profit for the International Segment was attributable to (i) unfavorable currency translation effects due to the devaluation of the Brazilian Real against the U.S. Dollar (utilizing the rates included in the net sales analysis above) and (ii) lower sales volumes for our subsidiary in Brazil due to weak market conditions. The decrease was partially offset by growth in PVA products in China.

International Segment net sales and Segment Profit, as a percentage of total consolidated amounts, were 17.0% and 20.7% for the year-to-date period of fiscal year 2016, compared to 20.6% and 23.2% for the year-to-date period of fiscal year 2015, respectively.

Consolidated Selling, Generaland Administrative Expenses

The change in SG&A expenses is as follows:

Selling, general and administrative expenses for the year-to-date period of fiscal year 2015

 $24,620 

Decrease in variable compensation expense

  (437)

Decrease in non-cash compensation expenses

  (344)

Decrease in professional fees

  (311)

Decrease in depreciation and amortization expenses

  (157)

Decrease in sales commissions and service fees

  (113)

Increase in consumer marketing and branding expenses

  542 

Other, net

  (551)

Selling, general and administrative expenses for the year-to-date period of fiscal year 2016

 $23,249 


Total SG&A expenses were lower versus the prior year period, primarily attributable to: (i) a decrease in variable compensation expense due to the performance of our domestic and Brazilian operations in relation to established targets, (ii) a decrease in non-cash compensation expense for an unfunded post-employment plan, driven by changes in a significant equity market index, (iii) a decrease in professional fees due to a reduction in out-sourced auxiliary tax, legal and other services, (iv) a decrease in depreciation and amortization expenses due to lower amortization of customer lists, (v) a decrease in sales commissions and service fees primarily due to changes in sales agency agreements and (vi) a net decrease among other items, the largest of which includes the impact of currency translation, in addition to employee costs, insurance and facilities expenses. These decreases were partially offset by an increase in consumer marketing and branding expenses resulting from the timing and magnitude of expenses for advertising and sponsorship agreements, primarily for REPREVE®.

Consolidated Provision for Bad Debts

Provision for bad debts increased $526, from $646 for the year-to-date period of fiscal year 2015 to $1,172 for the year-to-date period of fiscal year 2016. Each period is primarily comprised of a provision for specifically identified customer balances originating in the Company’s Brazilian operations, for which the Company has determined recovery to be unlikely. Additionally, the Company increased the bad debt provision specific to a regional polyester customer in the current period.

Consolidated Other Operating Expense (Income), Net

Other operating expense (income), net changed by $502, consisting of the following:

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Foreign currency transaction (gains) losses

 $(28) $374 

Net (gain) loss on sale or disposal of assets

  (70)  158 

Other, net

  158   30 

Other operating expense (income), net

 $60  $562 

The decrease was driven by a year-over-year decrease of $402 in foreign currency transaction losses, as the prior period primarily included losses for our Brazilian subsidiary, while the current period primarily included gains for our Colombian subsidiary. Other, net consists of severance charges relating to the transition of an executive officer, partially offset by fair value adjustments for a contingent consideration liability.

Consolidated Interest Expense, Net

Interest expense, net increased $69, and reflected the following components:

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Interest and fees on the ABL Facility

 $1,453  $1,785 

Other interest

  417   91 

Subtotal of interest on debt obligations

  1,870   1,876��

Reclassification adjustment for interest rate swap

  38   193 

Amortization of debt financing fees

  201   258 

Mark-to-market adjustment for interest rate swap

  (83)  (246)

Interest capitalized

  (226)  (53)

Subtotal of other components of interest expense

  (70)  152 

Total interest expense

  1,800   2,028 

Interest income

  (329)  (626)

Interest expense, net

 $1,471  $1,402 

Interest and fees on the ABL Facility decreased in connection with a decline in the weighted average interest rate from 3.1% to 2.2%, partially offset by (i) an increase in the average debt balance from $104,438 to $107,253 and (ii) $175 of fees incurred in fiscal year 2016 in connection with the first annual principal reset of the term loan.

The increase in other interest reflects an increase in the average capital lease obligation from $4,030 to $18,353.


Interest income in each period includes earnings recognized on cash equivalents held globally. Interest income decreased from the comparable prior year period due to a lower average balance of interest-bearing cash equivalents held by our Brazil subsidiary (where interest rates are highest among the Company’s subsidiaries) and changes in currency translation attributable to the devaluation of the Brazilian Real against the U.S. Dollar.

Consolidated Earnings from Unconsolidated Affiliates

The components of earnings from unconsolidated affiliates are as follows:

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Earnings from PAL

 $(1,584) $(6,494)

Earnings from nylon joint ventures

  (1,579)  (508)

Total equity in earnings of unconsolidated affiliates

 $(3,163) $(7,002)

As a percentage of consolidated income before income taxes

  15.8%  30.2%

The Company’s 34% share of PAL’s earnings decreased, primarily attributable to (i) lower volumes related to an inventory correction in the supply chain, (ii) higher start-up and depreciation expenses in connection with recent expansions, (iii) lower operating margins primarily as a result of significant price pressure, (iv) slightly lower cotton rebate earnings in the current period as compared to the prior year period and (v) a bargain purchase gain (the Company’s share of which was $1,506) recognized in the prior year period by PAL from the acquisition of the remaining 50% joint venture interest in a yarn manufacturer based in Mexico (referred to as Summit).

The remaining change in earnings from unconsolidated affiliates relates to improved combined operating results for the Company’s two nylon extrusion joint ventures that supply POY to the Company’s Nylon Segment, resulting from increased volumes and lower raw material costs.

Consolidated Income Taxes

The change in consolidated income taxes is as follows:

  

For theSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Provision for income taxes

 $6,028  $7,354 

Effective tax rate

  30.1%  31.8%

The effective income tax rate for the prior year quarterperiods presented above is higherlower than the U.S. statutory rate due to (i) a decrease in the impactvaluation allowance reflecting the recognition of lower taxable income versus book income for the Company’s investment in PAL (for which the Company maintains a full valuation allowance), which was partially offset by an increase in the valuation allowance for net operating losses, including Renewables (for which no tax benefit could be recognized); (ii) a lower overall effective tax rate for the Company’s foreign earnings (reflecting free-trade zone sales in El Salvador and lower statutory tax rates in both Brazil and China) and (iii) the domestic production activities deduction. These items were partially offset by (a) state and local taxes the timingnet of the Company’s recognition of higher taxable versus book income for PALassumed federal benefit and (b) losses in tax jurisdictions for which no tax benefit could be recognized, partially offset by the domestic production activities deduction.recognized.

 

Consolidated Net Income Attributable to Unifi, Inc.

 

Net income attributable to Unifi, Inc. for the first quarteryear-to-date period of fiscal year 2016 was $8,025,$14,489, or $0.45$0.81 per basic share, compared to $7,077,$16,495, or $0.39$0.90 per basic share, for the prior year period. As discussed above, the increasedecrease is primarily attributable to (i) a significant decrease in earnings from PAL, (ii) further unfavorable devaluation of the Brazilian Real versus the U.S. Dollar and (iii) an increase in gross profit, (ii)the provision for bad debts, partially offset by (a) a decrease in SG&A expenses, (b) improved earnings from our nylon joint ventures and (iii)(c) a decrease in the effective tax rate, partially offset by lower earnings from unconsolidated affiliates.rate.

 

Liquidity and Capital Resources 

 

The Company’s primary capital requirements are for working capital, capital expenditures, debt service and stock repurchases. The Company’s primary sources of capital are cash generated from operations and borrowings available under the ABL Revolver, of its credit facility, as described below. For the first quarter of fiscal year 2016,six months ended December 27, 2015, cash generated from operations was $787,$15,392, and at SeptemberDecember 27, 2015, excess availability under the ABL Revolver was $57,089.$65,125.


  

As of SeptemberDecember 27, 2015, $126,840$131,502 of the Company’s $128,225$136,887 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while a substantial portionnearly all of the Company’s cash and cash equivalents were held by other subsidiaries within the consolidated group.group (Renewables and foreign subsidiaries). Cash and cash equivalents held by such other subsidiaries may not be presently available to fund the Company’sCompany��s domestic capital requirements, including its domestic debt obligations. The Company employs a variety of tax planning and financing strategies to ensure that its worldwide cash is available in the locations where it is needed. For the Company’s U.S., Brazilian and other foreign subsidiaries, theThe following table presents a summary of cash and cash equivalents, liquidity, working capital and total debt obligations as of SeptemberDecember 27, 2015:

 

 

U.S.

  

Brazil

  

All Others(1)

  

Total

  

U.S.

  

Brazil

  

Renewables(2)

  

Others

  

Total

 

Cash and cash equivalents

 $13  $2,647  $7,294  $9,954  $14  $5,281  $3,339  $10,783  $19,417 

Borrowings available under ABL Revolver

  57,089         57,089 

Borrowings available under financing arrangements(1)

  65,125            65,125 

Liquidity

 $57,102  $2,647  $7,294  $67,043  $65,139  $5,281  $3,339  $10,783  $84,542 
                                    

Working capital

 $90,781  $30,507  $20,357  $141,645  $94,983  $29,754  $3,485  $22,667  $150,889 

Total debt obligations

 $126,840  $  $1,385  $128,225  $131,502  $  $4,135  $1,250  $136,887 

 

 

(1)

Includes Renewables. Excludes consideration for amounts available under a construction financing arrangement as such borrowings are specific to a capital project. For additional information, see “—Construction Financing” withinDebt Obligations below.

(2)

Although Renewables operates in the U.S., presenting its liquidity measures separate from U.S. operations provides a more accurate depiction of the Company’s domestic liquidity.

 

As of SeptemberDecember 27, 2015, $57,738$62,630 of earnings and profits of the Company’s foreign operations are deemed to be permanently reinvested, including all cash and cash equivalents on-hand at the Company’s wholly-owned foreign subsidiaries. In accordance with ASC 740-30-25-17, the Company has no current or deferred tax liabilities recorded (which considers any applicable U.S. federal income taxes and foreign withholding taxes) based on this indefinite reinvestment assertion. Nevertheless, in future periods, the Company will continue to assess the existing circumstances, including any changes in tax laws, and reevaluate the necessity for any deferred tax liability. Computation of the potential tax liabilities associated with indefinitely reinvested earnings is not practicable.

 

Debt Obligations

On March 26, 2015, the Company and its subsidiary, Unifi Manufacturing, Inc., entered into an Amended and Restated Credit Agreement (as subsequently amended, on June 26, 2015, the “Amended Credit Agreement”) for a $200,000 senior secured credit facility (the “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of a $100,000 revolving credit facility (the “ABL Revolver”) and a term loan that can be reset up to a maximum amount of $100,000, once per fiscal year, if certain future conditions are met (the “ABL Term Loan”). Such a principal increase occurred during the quarter ended December 27, 2015, in connection with a second amendment. The ABL Facility has a maturity date of March 26, 2020.

 

The Amended Credit Agreement replaced a previous senior secured credit facility dated May 24, 2012 with a similar syndicate of lenders, which, after multiple amendments, would have matured on March 28, 2019 and consisted of a $100,000 revolving credit facility and a $90,000 term loan. As used herein, the terms “ABL Facility,” “ABL Revolver” and “ABL Term Loan” shall mean the senior secured credit facility, the revolving credit facility or the term loan, respectively, under the Amended Credit Agreement or the previous senior secured credit facility, as applicable.

 


The Amended Credit Agreement includes representations and warranties made by the Loan Parties,loan parties, affirmative and negative covenants and events of default that are usual and customary for financings of this type. In addition, the ABL Facility contains restrictions on certain payments and investments, including restrictions on the payment of dividends and share repurchases. Subject to certain provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at the Company’s discretion.

 

ABL Facility borrowings bear interest at variable rates determined based on a margin applied to a benchmark rate. There is also a monthly unused line fee under the ABL Revolver of 0.25%.

 

ABL Facility

The ABL Facility is secured by a first-priority perfected security interest in substantially all owned property and assets (together with proceeds and products) of Unifi, Inc., Unifi Manufacturing, Inc. and certain subsidiary guarantors (the “Loan Parties”). It is also secured by a first-priority security interest in all (or 65% in the case of certain first-tier controlled foreign corporations, as required by the lenders) of the stock of (or other ownership interests in) each of the Loan Parties (other than the Company) and certain subsidiaries of the Loan Parties, together with all proceeds and products thereof.


If excess availability under the ABL Revolver falls below the defined Trigger Level, a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a monthly basis of at least 1.05 to 1.0 becomes effective. The Trigger Level as of December 27, 2015 was $24,375. In addition, the ABL Facility contains restrictions on certain payments and investments, including restrictions on the payment of dividends and share repurchases. Subject to certain provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at the Company’s discretion.

The ABL Term Loan is currently subject to quarterly amortizing payments of $2,250. Additionally, principal increases are available at the Company’s discretion, resetting the loan balance up to a maximum amount of $100,000, once per fiscal year upon satisfaction of certain conditions, beginning October 1, 2015.$2,375.

 

As of SeptemberDecember 27, 2015, the Company was in compliance with all financial covenants;covenants and the excess availability under the ABL Revolver was $57,089; the consolidated leverage ratio was 1.9 to 1.0; and$65,125. At December 27, 2015 the fixed charge coverage ratio was 2.72.8 to 1.0.1.0 and the Company had $210 of standby letters of credit, none of which have been drawn upon.

 

Construction Financing

In December 2015, the Company entered into an agreement with a third-party lender that provides for construction-period financing for certain build-to-suit assets. The Company will record project costs to construction in progress and the corresponding liability to construction financing (within long-term debt). The agreement provides for monthly, interest-only payments during the construction period, at a rate of 3.5%, and contains terms customary for a financing of this type.

The agreement provides for 60 monthly payments, which will commence at the earlier of the completion of the construction period or July 1, 2017, with an interest rate of 3.2%.

In connection with this construction financing arrangement, during the quarter ended December 27, 2015, the Company (i) recorded $210 of deferred financing fees and (ii) recorded long-term debt of $2,385 (to reflect $790 of proceeds for construction financing and $1,595 for construction in progress paid by the third-party lender).

Summary of Debt Obligations

The following table presents the total balances outstanding for the Company’s debt obligations, their scheduled maturity dates and the weighted average interest rates for borrowings as well as the applicable current portion of long-term debt:

 

     

Weighted Average

  

Principal Amounts as of

      

Weighted Average

  

Principal Amounts as of

 
 

Scheduled

Maturity Date

  

Interest Rate as of

September 27, 2015 (1)

  

September 27, 2015

  

June 28, 2015

  

Scheduled

Maturity Date

  

Interest Rate as of

December 27, 2015 (1)

  

December 27, 2015

  

June 28, 2015

 

ABL Revolver

 

March 2020

   1.7%  $28,000  $5,000  

March 2020

   2.3%  $16,200  $5,000 

ABL Term Loan

 

March 2020

   2.2%   79,875   82,125  

March 2020

   2.2%   95,000   82,125 

Renewables’ promissory note

 

September 2020

   3.0%   135     

September 2020

   3.0%   135    

Renewables’ term loan

 

August 2022

   3.5%   4,000    

Term loan from unconsolidated affiliate

 

August 2016

   3.0%   1,250   1,250  

August 2016

   3.0%   1,250   1,250 

Capital lease obligations

 (2)   (3)   18,965   15,735  (2)   (3)   17,917   15,735 

Construction financing

 (4)   (4)   2,385    

Total debt

         128,225   104,110           136,887   104,110 

Current portion of capital lease obligations

         (4,240)  (3,385)          (4,274)  (3,385)

Current portion of long-term debt

         (10,275)  (9,000)          (10,776)  (9,000)

Total long-term debt

        $113,710  $91,725          $121,837  $91,725 
 

(1)

The weighted average interest rate as of SeptemberDecember 27, 2015 for the ABL Term Loan includes the effects of the interest rate swap with a notional balance of $50,000.

 

(2)

Scheduled maturity dates for capital lease obligations range from January 2017 to November 2027.

 

(3)

Interest rates for capital lease obligations range from 2.3% to 4.6%.

(4)

Refer to the discussion under the subheading “—Construction Financing” above for further information.

 

In addition to payments in accordance with the scheduled maturities of debt required under its existing debt obligations, the Company may, from time to time, elect to repay additional amounts borrowed under the ABL Facility. Funds to make such repayments may come from the operating cash flows of the business or other sources and will depend upon the Company’s strategy, prevailing market conditions, liquidity requirements, contractual restrictions and other factors.

 


Scheduled Debt Maturities

The following table presents the scheduled maturities of the Company’s outstanding debt obligations for the remainder of fiscal year 2016 and the fiscal years thereafter:

  

Scheduled Maturities on a Fiscal Year Basis

 
  

2016

  

2017

  

2018

  

2019

  

2020

  

Thereafter

 

ABL Revolver

 $  $  $  $  $16,200  $ 

ABL Term Loan

  4,750   9,500   9,500   9,500   61,750    

Renewables’ promissory note

     25   26   27   28   29 

Renewables’ term loan

              1,111   2,889 

Term loan from unconsolidated affiliate

     1,250             

Capital lease obligations

  2,120   4,261   4,128   4,058   2,542   808 

Total(1)

 $6,870  $15,036  $13,654  $13,585  $81,631  $3,726 

 

  

Scheduled Maturities on a Fiscal Year Basis

 
  

2016

  

2017

  

2018

  

2019

  

2020

  

Thereafter

 

ABL Revolver

 $  $  $  $  $28,000  $ 

ABL Term Loan

  6,750   9,000   9,000   9,000   46,125    

Renewables’ promissory note

     25   26   27   28   29 

Capital lease obligations

  3,167   4,261   4,128   4,058   2,542   809 

Term loan from unconsolidated affiliate

     1,250             

Total

 $9,917  $14,536  $13,154  $13,085  $76,695  $838 

(1)

Total reported here excludes $2,385 for a construction financing arrangement, described above.

 

Further discussion of the terms and conditions of the Amended Credit Agreement and Company’s existing indebtedness is outlined in “Note 11. Long-Term Debt” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.note 9.


 

Repreve Renewables, LLC

 

During the first quarter of fiscal year 2016, Renewables incurred $135 of seller-financed debt for the purchase of thirty-seven acres of land located in Seven Springs, North Carolina, valued at $191. The related promissory note bears fixed interest at 3.0%, with principal and interest payable annually over a five-year period. Also, Renewables entered into a secured debt financing arrangement, consisting of a master loan agreement and corresponding term loan supplement with a borrowing capacity of $4,000, with CoBank, ACB and Carolina Farm Credit, ACA. The financing arrangement includes representations and warranties made by Renewables, financial covenants, affirmative and negative covenants and events of default that are usual and customary for financings of this type. Lender recourse does not extend beyond the assets of Renewables.

 

In October 2015, Renewables borrowed $4,000 on the above term loan, under which borrowings will bearbearing interest at LIBOR plus an applicable margin of 3.25%, payable monthly in arrears.  Principal payments of $111 per month begin in September 2019 and are payable through July 2022, followed by a final payment equal to the remaining unpaid principal balance in August 2022.

 

These borrowings will help Renewables (i) accelerate expansion of its operations, including the construction of a new processing center in North Carolina and (ii) secure additional land leases and execute its fiscal 2016 planting targets, which are intended to meet the growing demand for giant miscanthus in applications as poultry bedding and bio-fuel.

Working Capital

 

Working capital increased from $140,623$138,240 as of June 28, 2015 to $141,645$150,889 as of SeptemberDecember 27, 2015, while Adjusted Working Capital increased from $133,973 to $141,836.$139,604.

 

The following table presents a summary of the components of the Company’s Adjusted Working Capital and the reconciliation from Adjusted Working Capital to working capital:

 

 

September 27, 2015

  

June 28, 2015

  

December 27, 2015

  

June 28, 2015

 

Receivables, net

 $84,960  $83,863  $78,149  $83,863 

Inventories

  112,778   111,615   108,975   111,615 

Accounts payable

  (42,398)  (45,023)  (36,455)  (45,023)

Accrued expenses (1)

  (13,504)  (16,482)  (11,065)  (16,482)

Adjusted Working Capital

  141,836   133,973   139,604   133,973 

Cash and cash equivalents

  9,954   10,013   19,417   10,013 

Other current assets

  5,951   9,856   7,762   7,473 

Accrued interest

  (144)  (158)  (189)  (158)

Other current liabilities

  (15,952)  (13,061)  (15,705)  (13,061)

Working capital

 $141,645  $140,623  $150,889  $138,240 
 

(1)

Excludes accrued interest

  


The increasedecrease in receivables, net is primarily attributable to a comparative decrease in customer receipts (a decrease in receivable turns), partially offset bysales due to (i) the devaluation of the Brazilian Real versus the U.S. Dollar. The increase in inventories (and decrease in inventory turns) represents a greater amount of finished goodsDecember holiday shut-down period and raw material units on-hand (primarily for our domestic operations), partially offset by lower raw material costs and(ii) devaluation of the Brazilian Real versus the U.S. Dollar. The decrease in inventories is attributable to lower raw material costs and devaluation of the Brazilian Real. The decrease in accounts payable reflects the timing of vendor payments primarily with respect to capital expenditures (as accounts payable at June 28, 2015 was comprised of a larger portion of unpaid capital expenditures)purchases and lower raw material costs. The decrease in accrued expenses is primarily attributable to the payment of amounts due for variable compensation earned in fiscal year 2015. Working capital was further impacted by a decreasean increase in other current assetscash, primarily due to (i)cash generated by certain foreign subsidiaries and Renewables borrowing against a decrease in the income tax receivable due to the timing of payments and (ii) the utilization of proceeds held by a qualified intermediary to purchase certain fixed assets in August 2015. An increase in otherterm loan. Other current liabilities further impacted working capital, reflectingincreased, primarily due to (i) the classification of $1,250 to current maturities of long-term debt for a term loan from an unconsolidated affiliate and (ii) an increase in short-term payments due for capital lease obligations resulting from the addition of capital leases during the period.


Capital Projects

 

In addition to its normal working capital requirements, the Company requires cash to fund capital projects. The Company expects to invest approximately $85,000$100,000 in capital projects over the course of fiscal years 2016 and 2017, which is inclusive of approximately $10,000 of maintenance capital expenditures per year (expenditures that extend the useful life of existing assets and/or increase the capabilities or production capacity of the assets). This estimateThe current expectation reflects an increase over the previously disclosed amount due to the construction financing arrangement described above. These capital projects include initiatives to expand our existing business and pursue PVA growth opportunities, including backward integration into plastic bottle processing and bottle flake production, primarily for the Polyester Segment, and specifically for REPREVE®. During the first threesix months of fiscal year 2016, the Company invested approximately $18,000$31,572 in capital projects primarily(including amounts for capital leases), consisting of various fixed asset types (buildings, machinery, equipment and transportation equipment.equipment).

 

The total amount ultimately invested for such fiscal years 2016 and 2017 could be more or less depending on the timing and scale of contemplated initiatives, and is expected to be funded by a combination of cash from operations, borrowings under the ABL Revolver and new capital lease obligations. The Company expects the capital projects undertaken over the course of fiscal years 2016 and 2017 to provide significant benefits to future profitability. The additional assets from these capital projects consist primarily of machinery and equipment.

 

As a result of our continued focus on REPREVE® and other PVA yarns as part of our mix enrichment strategy, we may incur additional expenditures for capital projects, beyond the currently estimated amount, as we pursue new, currently unanticipated, opportunities in order to expand our manufacturing capabilities for these products, for other strategic growth initiatives or to further streamline our manufacturing process, in which case we may be required to increase the amount of our working capital and long-term borrowings. If our strategy is successful, we would expect higher gross profit as a result of the combination of potentially higher sales volumes and an improved mix from higher-margin yarns.

 

Stock Repurchase Program

 

The Company repurchased a total of 179206 shares during the current quarter,year-to-date period, at an average price of $30.36.$30.13. As of SeptemberDecember 27, 2015, the Company has repurchased a total of 3,1203,147 shares, at an average price of $22.96$23.01 (for a total of $71,665$72,438 inclusive of commission costs) pursuant to its two Board-approved stock repurchase programs. $28,376$27,603 remains available under the current Board-approved stock repurchase program as of SeptemberDecember 27, 2015.

 

Liquidity Summary

 

The Company has met its historical liquidity requirements for working capital, capital expenditures, debt service requirements and other operating needs from its cash flows from operations and available borrowings. The Company believes that its existing cash balances, cash provided by operating activities, and borrowings available under the ABL Revolver will enable the Company to comply with the terms of its indebtedness and meet its foreseeable liquidity requirements. Domestically, the Company’s cash balances, cash provided by operating activities and borrowings available under the ABL Revolver continue to be sufficient to fund the Company’s domestic operating activities as well as cash commitments for its investing and financing activities. For its foreign operations, the Company expects its existing cash balances and cash provided by operating activities will provide the needed liquidity to fund its foreign operating activities and any foreign investing activities, such as future capital expenditures.

 

Cash Provided by Operating Activities

 

Net cash provided by operating activities increased from $102$9,565 for the prior year quarteryear-to-date period to $787$15,392 for the current quarter. year-to-date period. The significant components of cash provided by operating activities are summarized below.


  

For TheSix Months Ended

 
  

December 27, 2015

  

December 28, 2014

 

Net income including non-controlling interest

 $13,980  $15,797 

Equity in earnings of unconsolidated affiliates

  (3,163)  (7,002)

Subtotal

  10,817   8,795 
         

Distributions received from unconsolidated affiliates

  2,947    
         

Deferred income taxes

  5,266   1,620 
         

Other changes

  (3,638)  (850)

Net cash provided by operating activities

 $15,392  $9,565 

The increase is primarily attributable to (i) $1,947significantly lower taxes paid in the current period (due, in large part, to the favorable depreciation provisions of the Protecting Americans from Tax Hikes Act of 2015, enacted in December 2015) and (ii) $2,947 of distributions from unconsolidated affiliates received in the current quarter,period, when no such receipts occurred in the comparativecomparable prior quarter and (ii) higherperiod. Additionally, net income (includingincluding non-controlling interest) of $1,111 in the current quarter. The increase in distributionsinterest, after taking into account non-cash earnings from unconsolidatedequity affiliates, is driven by timing. The increase in net income is discussed above, and is attributable toapproximately $2,000 higher gross profits, lower SG&A expenses and a lower effective tax rate.than the prior period.

 

These increases wereThe increase is partially offset by unfavorable changes ina higher amount of cash utilized for working capital, (also discussed above under the caption “Working Capital” for the current period) primarily due to (i) a comparative declinechanges in customer receipts, (ii) an increase in inventories primarily attributable to the expansion of domestic recycling operations and (iii) other changesaccounts payable due to the timing of vendor purchases and payments partially offset byand (ii) changes in receivables due to a comparatively lower payout of variable compensationcomparable increase in the current quarter and lower raw material costs. Working capital changes for customer receipts and inventories were less significant in the prior period than the current period. However, the prior period changes were partially offset by a higher payout of variable compensation and higher raw material costs.days sales outstanding.


 

Cash Used in Investing Activities andCash Provided byFinancing Activities

 

The Company utilized $14,134$26,023 for net investing activities and provided $14,456$21,219 from net financing activities during the current quarter.year-to-date period. Significant investing activities include $15,875$27,419 for capital expenditures, which primarily relate to the addition of machinery, equipment and infrastructure for the Company’s new plastic bottle processing plant at our existing location in Reidsville, North Carolina, which is expected to begin production in the middlefall of calendar year 2016, along with other capital expenditures to improve the Company’s manufacturing flexibility and capability to produce PVA products and to increase the capacity of our REPREVE® Recycling Center.

Significant financing activities include $20,750$24,075 for net borrowings onagainst the ABL Facility and $5,439$6,211 for stock repurchases.

 

Contractual Obligations

 

The Company has assumedincurred various financial obligations and commitments in the normal course of its operations and financing activities. Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease agreements.

 

Changes to the Company’s obligations under various debt and financing arrangements during the current quartersix months ended December 27, 2015 have been outlined in “Note 11. Long-Term Debt” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q,note 9, with supplemental discussions above in this Item 2.

 

During the currentfirst quarter of fiscal year 2016, the Company entered into certain agreements to purchase assets in connection with the construction of a plastic bottle processing plant (as previously discussed) for the Polyester Segment. UnpaidAt December 27, 2015, unpaid amounts relating to these agreements total approximately $12,670,$7,150, and relate to equipment not yet received by the Company.

From time to time, the Company exchanges equipment or extends the term of operating leases for certain transportation equipment under a master lease agreement. During the current quarter,six months ended December 27, 2015, the Company also purchased certain landexchanged multiple power units pursuant to such master lease agreement, with terms extending over the next four to six years. The increase to the existing obligation approximates $6,500.

In October 2015, the Company entered into a commitment to construct assets for future use in connection with a contract-manufacturing project for a third-party. While the subject assets are being financed by a construction financing arrangement (described above), in the course of facilitating construction, the Company will incur commitments to equipment vendors and building assets that were previously under an operating lease with monthly paymentscontractors. As of $55.December 27, 2015, such commitments total approximately $6,600.

 

There have been no further material changes in the scheduled maturities of the Company’s contractual obligations as disclosed in the table under the subheading “Contractual Obligations” of Item 7 in the 2015 Form 10-K.

 

Off Balance Sheet Arrangements

 

The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, results of operations, liquidity or capital expenditures.


  

Critical Accounting Policies

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The SEC has defined a company’s most critical accounting policies as those involving accounting estimates that require management to make assumptions about matters that are highly uncertain at the time and where different reasonable estimates or changes in the accounting estimates from quarter to quarter could materially impact the presentation of the financial statements. The Company’s critical accounting policies are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2015 Form 10-K. There have been no material changes to these policies during the current period.

 

Item3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed to market risks associated with changes in interest rates, fluctuation in currency exchange rates, and raw material and commodity costs, which may adversely affect its financial position, results of operations or cash flows. The Company does not enter into derivative financial instruments for trading purposes, nor is it a party to any leveraged financial instruments.

 

Interest Rate Risk

 

The Company is exposed to interest rate risk through its borrowing activities. As of SeptemberDecember 27, 2015, the Company had borrowings under its ABL Revolver and ABL Term Loan that totaled $107,875$111,200 and contained variable rates of interest; however, the Company hedges a significant portion of such interest rate variability using an interest rate swap.  After considering the variable rate debt obligations that have been hedged and the Company’s outstanding debt obligations with fixed rates of interest, the Company’s sensitivity analysis shows that a 50-basis point increase in LIBOR as of SeptemberDecember 27, 2015 would result in an increase of $289$326 in annual interest expense.


 

Currency Exchange Rate Risk

 

The Company conducts its business in various foreign countries and in various foreign currencies. Each of the Company’s subsidiaries may enter into transactions (sales, purchases, fixed purchase commitments, etc.) that are denominated in currencies other than the subsidiary’s functional currency and thereby expose the Company to foreign currency exchange risk. The Company may enter into foreign currency forward contracts to hedge this exposure. The Company may also enter into foreign currency forward contracts to hedge its exposure for certain equipment or inventory purchase commitments. As of SeptemberDecember 27, 2015, the Company had no outstanding foreign forward currency contracts.

 

A significant portion of raw materials purchased by the Company’s Brazilian subsidiary areis denominated in U.S. Dollars, requiring the Company to regularly exchange Brazilian Real. During recent years, and most notably in fiscal year 2015, the Company has been negatively impacted by a devaluation of the Brazilian Real. ForDuring fiscal year 2015, the Brazilian Real declined approximately 40% in relation to the U.S. Dollar, thereby reducing the utility of cash and cash equivalents held by the Company’s Brazilian subsidiary. Further devaluation of the Brazilian Real versus the U.S. Dollar occurred during the first quartersix months of fiscal year 2016. Predicting fluctuations in the Brazilian Real is impracticable. Discussion and analysis surrounding the impact of the devaluation of the Brazilian Real on the Company’s results of operations is included above in “ItemItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

 

As of SeptemberDecember 27, 2015, the Company’s subsidiaries outside the U.S., whose functional currency is other than the U.S. Dollar, held approximately 11.4% of the Company’s consolidated total assets. The Company does not enter into foreign currency derivatives to hedge its net investment in its foreign operations.

 

As of SeptemberDecember 27, 2015, $7,464,$10,886, or 75.0%56.1%, of the Company’s cash and cash equivalents were held outside the U.S., of which approximately $1,132$1,985 were held in U.S. Dollar equivalents.

 

More information regarding the Company’s derivative financial instruments as of SeptemberDecember 27, 2015 is provided in “Note 16. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities” to the Condensed Consolidated Financial Statements included in this Form 10-Q.note 14.

 

Raw Material and Commodity Risks

 

A significant portion of the Company’s raw materials and energy costs are derived from petroleum-based chemicals.  The prices for petroleum and petroleum-related products and energy costs are volatile and dependent on global supply and demand dynamics, including certain geo-political risks.  The Company does not use financial instruments to hedge its exposure to changes in these costs.  The costs of the primary raw materials that the Company uses throughout all of its operations are generally based on U.S. Dollar pricing; and such materials are purchased at market or at fixed prices that are established with individual vendors as part of the purchasing process for quantities expected to be consumed in the ordinary course of business.

 


Other Risks

 

The Company is also exposed to political risk, including changing laws and regulations governing international trade, such as quotas, tariffs and tax laws. The degree of impact and the frequency of these events cannot be predicted.

Item 4. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures. As of SeptemberDecember 27, 2015, an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting. During the Company’s firstsecond quarter of fiscal year 2016, there was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

  

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

 

There are no pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which any of its property is the subject.

Item 1A. RISK FACTORS

RISK FACTORS

 

There are no material changes to the Company's risk factors set forth under “Item 1A. Risk Factors” in the 2015 Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Items 2(a) and (b) are not applicable.

 

(c) The following table summarizes the Company’s purchases of its common stock during the fiscal quarter ended SeptemberDecember 27, 2015, all of which purchases were made under the stock repurchase program approved by the Board on April 23, 2014, under which the Company is authorized to acquire up to $50,000 of common stock. The repurchase program has no stated expiration or termination date, and there is no time limit or specific time frame for repurchases.

 

Period

 

Total Number of

Shares Purchased

  

Average Price Paid

per Share

  

Total Number of Shares

Purchased as Part of

Publicly Announced

Plans or Programs

  

Maximum Approximate

Dollar Value of Shares

that May Yet Be

Purchased Under the

Plans or Programs

 
                 

6/29/15 – 7/27/15

    $     $33,811 

7/28/15 – 8/27/15

  179  $30.36   179   28,376 

8/28/15 – 9/27/15

    $      28,376 

Total

  179  $30.36   179     

Period

 

Total Number of

Shares Purchased

  

Average Price Paid

per Share

  

Total Number of Shares Purchased as Part of Publicly Announced

Plans or Programs

  

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 
                 

9/28/15 – 10/27/15

 20  $28.06  20  $27,815 

10/28/15 – 11/27/15

 7  $30.17  7   27,603 

11/28/15 – 12/27/15

   $     27,603 

Total

 27  $28.60  27     

 

Repurchases are subject to applicable limitations and requirements set forth in the ABL Facility. For additional information, including information regarding limitations on payment of dividends and share repurchases, see “Note 11. Long-Term Debt” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.note 9.

Item 3. DEFAULTS UPON SENIOR SECURITIES

DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

MINE SAFETY DISCLOSURES

 

Not applicable.

Item 5.

OTHER INFORMATION

 

Item 5. OTHER INFORMATION

Not applicable.

 

 

Item 6. EXHIBITS

EXHIBITS

 

Exhibit Number

Description

3.1(i)(a)

Restated Certificate of Incorporation of Unifi, Inc. (the “Company”), as amended (incorporated by reference to Exhibit 3a to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542) filed on September 17, 2004).

3.1(i)(b)

Certificate of Change to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006).

3.1(i)(c)

Certificate of Amendment to Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg No. 001-10542) dated November 3, 2010).

3.1(ii)

Restated By-laws of the Company (last amended July 23, 2014) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) filed on July 23, 2014).

 The
4*

None*

10.1+

Severance Agreement and Waiver of Claims between the Company has long-term debt but has not filed the instruments evidencing such debt as part of Exhibit 4 as none of such instruments authorize the issuance of debt exceedingand James M. Otterberg, effective November 10, percent of the total consolidated assets of the Company. The Company agrees to furnish a copy of each such agreement to the Securities and Exchange Commission upon request.2015.

31.1+

Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+

Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+

Chief Executive Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+

Chief Financial Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101+

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended SeptemberDecember 27, 2015, formatted in eXtensbile Business Reporting Language (“XBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statement of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi)(v) Notes to Condensed Consolidated Financial Statements.

 

+ Filed herewith

* The Company has long-term debt but has not filed the instruments evidencing such debt as part of Exhibit 4, as none of such instruments authorizes the issuance of debt exceeding 10 percent of the total consolidated assets of the Company. The Company agrees to furnish a copy of each such agreement to the Securities and Exchange Commission upon request.

 

 

 

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.

 

 

UNIFI, INC.

(Registrant)

 

 (Registrant) 

    

 

 

 

 

Date:     November 5, 2015February 4, 2016          

By:

/s/ CHRISTOPHER A. SMOSNASEAN D. GOODMAN

 

 

 

Christopher A. Smosna

Sean D. Goodman

 

 

 

Vice President and Treasurer, and
Interim Chief Financial Officer

 

  (Principal Financial Officer and Principal Accounting Officer and Duly Authorized Officer) 

 

 

  

EXHIBIT INDEX

 

Exhibit Number

Description

3.1(i)(a)

Restated Certificate of Incorporation of Unifi, Inc. (the “Company”), as amended (incorporated by reference to Exhibit 3a to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542) filed on September 17, 2004).

3.1(i)(b)

Certificate of Change to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006).

3.1(i)(c)

Certificate of Amendment to Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg No. 001-10542) dated November 3, 2010).

3.1(ii)

Restated By-laws of the Company (last amended July 23, 2014) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) filed on July 23, 2014).

 The
4*

None*

10.1+

Severance Agreement and Waiver of Claims between the Company has long-term debt but has not filed the instruments evidencing such debt as part of Exhibit 4 as none of such instruments authorize the issuance of debt exceedingand James M. Otterberg, effective November 10, percent of the total consolidated assets of the Company. The Company agrees to furnish a copy of each such agreement to the Securities and Exchange Commission upon request.2015.

31.1+

Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+

Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+

Chief Executive Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+

Chief Financial Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101+

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended SeptemberDecember 27, 2015, formatted in eXtensbile Business Reporting Language (“XBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) Condensed Consolidated Statement of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi)(v) Notes to Condensed Consolidated Financial Statements.

 

+ Filed herewith

* The Company has long-term debt but has not filed the instruments evidencing such debt as part of Exhibit 4, as none of such instruments authorizes the issuance of debt exceeding 10 percent of the total consolidated assets of the Company. The Company agrees to furnish a copy of each such agreement to the Securities and Exchange Commission upon request.

46

49