UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2018September 29, 2019

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 York

 

11-2165495

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

7201 West Friendly Avenue

Greensboro, North Carolina  

27410

(Address of principal executive offices) (Zip

(Zip Code)

(336) 294-4410

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

UFI

New York Stock Exchange

 

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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

☐ 

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

As of February 4,October 31, 2019, there were 18,385,55318,495,907 shares of the registrant’s common stock, par value $0.10 per share, outstanding.

 

 

 


FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to our plans, objectives, estimates and goals.  Statements expressing expectations regarding our future, or projections or estimates relating to products, sales, revenues, expenditures, costs, strategies, initiatives or earnings, are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are based on management’s beliefs, assumptions and expectations about our future performance, considering the information currently available to management.  The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “strive” and words of similar import, or the negative of such words, identify or signal the presence of forward-looking statements.  These statements are not statements of historical fact;fact, and they involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition that we express or imply in any forward-looking statement.  Factors that could contribute to such differences include, but are not limited to:

the competitive nature of the textile industry and the impact of global competition;

changes in the trade regulatory environment and governmental policies and legislation;

the availability, sourcing and pricing of raw materials;

general domestic and international economic and industry conditions in markets where the Company competes, including economic and political factors over which the Company has no control;

changes in consumer spending, customer preferences, fashion trends and end uses for products;

the financial condition of the Company’s customers;

the loss of a significant customer or brand partner;

natural disasters, industrial accidents, power or water shortages, extreme weather conditions and other disruptions at one of our facilities;

the success of the Company’s strategic business initiatives;

the volatility of financial and credit markets;

the ability to service indebtedness and fund capital expenditures and strategic business initiatives;

the availability of and access to credit on reasonable terms;

changes in foreign currency exchange, interest and inflation rates;

fluctuations in production costs;

the ability to protect intellectual property;

the strength and reputation of our brands;

employee relations;

the ability to attract, retain and motivate key employees;

the impact of environmental, health and safety regulations;

the impact of tax laws, the judicial or administrative interpretations of tax laws and/or changes in such laws or interpretations;

the operating performance of joint ventures and other equity method investments;

the accurate financial reporting of information from equity method investees; and

other factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 24, 201830, 2019 or in the Company’s other periodic reports and in “Item 1A. Risk Factors” in this report or elsewhere herein.information filed with the Securities and Exchange Commission.

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control.  New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company.  Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as may be required by federal securities law.laws.

In light of all the above considerations, we reiterate that forward-looking statements are not guarantees of future performance, and we caution you not to rely on them as such.

 


UNIFI, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 30, 2018SEPTEMBER 29, 2019

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Page

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of December 30, 2018September 29, 2019 and June 24, 201830, 2019

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three Months Ended September 29, 2019 and Six Months Ended DecemberSeptember 30, 2018 and December 24, 2017

 

2

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive IncomeLoss for the Three Months Ended September 29, 2019 and Six Months Ended DecemberSeptember 30, 2018 and December 24, 2017

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the SixThree Months Ended DecemberSeptember 29, 2019 and September 30, 2018 and December 24, 2017

 

4

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

 

 

Item 2.

 

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

 

1918

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

3329

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3329

 

PART II—OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

34

Item 1A.

Risk Factors

3431

 

 

 

 

 

Item 6.

 

Exhibits

 

3532

 

 

 

 

 

 

 

Signatures

 

3633

 

 

 

 

 

 

 

 

 


PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

26,653

 

 

$

44,890

 

 

$

34,118

 

 

$

22,228

 

Receivables, net

 

 

79,294

 

 

 

86,273

 

 

 

85,598

 

 

 

88,884

 

Inventories

 

 

134,642

 

 

 

126,311

 

 

 

129,447

 

 

 

133,781

 

Income taxes receivable

 

 

9,291

 

 

 

10,291

 

 

 

3,605

 

 

 

4,373

 

Other current assets

 

 

18,120

 

 

 

6,529

 

 

 

16,440

 

 

 

16,356

 

Total current assets

 

 

268,000

 

 

 

274,294

 

 

 

269,208

 

 

 

265,622

 

Property, plant and equipment, net

 

 

205,053

 

 

 

205,516

 

 

 

205,374

 

 

 

206,787

 

Operating lease assets

 

 

8,718

 

 

 

 

Deferred income taxes

 

 

3,166

 

 

 

3,288

 

 

 

2,520

 

 

 

2,581

 

Investments in unconsolidated affiliates

 

 

113,618

 

 

 

112,639

 

 

 

102,601

 

 

 

114,320

 

Other non-current assets

 

 

4,546

 

 

 

6,070

 

 

 

2,619

 

 

 

2,841

 

Total assets

 

$

594,383

 

 

$

601,807

 

 

$

591,040

 

 

$

592,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

43,527

 

 

$

48,970

 

 

$

41,131

 

 

$

41,796

 

Accrued expenses

 

 

12,463

 

 

 

17,720

 

 

 

16,162

 

 

 

16,849

 

Income taxes payable

 

 

1,818

 

 

 

1,317

 

 

 

657

 

 

 

569

 

Current operating lease liabilities

 

 

2,791

 

 

 

 

Current portion of long-term debt

 

 

13,982

 

 

 

16,996

 

 

 

14,738

 

 

 

15,519

 

Total current liabilities

 

 

71,790

 

 

 

85,003

 

 

 

75,479

 

 

 

74,733

 

Long-term debt

 

 

116,078

 

 

 

113,553

 

 

 

106,754

 

 

 

111,541

 

Noncurrent operating lease liabilities

 

 

6,224

 

 

 

 

Other long-term liabilities

 

 

5,457

 

 

 

5,337

 

 

 

6,465

 

 

 

6,185

 

Income tax payable

 

 

 

 

 

470

 

Deferred income taxes

 

 

7,131

 

 

 

7,663

 

 

 

6,111

 

 

 

6,847

 

Total liabilities

 

 

200,456

 

 

 

212,026

 

 

 

201,033

 

 

 

199,306

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.10 par value (500,000,000 shares authorized; 18,382,797 and 18,352,824 shares

issued and outstanding as of December 30, 2018 and June 24, 2018, respectively)

 

 

1,838

 

 

 

1,835

 

Common stock, $0.10 par value (500,000,000 shares authorized; 18,489,842 and 18,462,296 shares

issued and outstanding as of September 29, 2019 and June 30, 2019, respectively)

 

 

1,849

 

 

 

1,846

 

Capital in excess of par value

 

 

59,619

 

 

 

56,726

 

 

 

59,663

 

 

 

59,560

 

Retained earnings

 

 

375,195

 

 

 

371,753

 

 

 

378,380

 

 

 

374,668

 

Accumulated other comprehensive loss

 

 

(42,725

)

 

 

(40,533

)

 

 

(49,885

)

 

 

(43,229

)

Total shareholders’ equity

 

 

393,927

 

 

 

389,781

 

 

 

390,007

 

 

 

392,845

 

Total liabilities and shareholders’ equity

 

$

594,383

 

 

$

601,807

 

 

$

591,040

 

 

$

592,151

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

1


CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Net sales

 

$

167,711

 

 

$

167,478

 

 

$

349,322

 

 

$

331,720

 

 

$

179,949

 

 

$

181,611

 

Cost of sales

 

 

153,555

 

 

 

144,802

 

 

 

315,147

 

 

 

285,752

 

 

 

162,506

 

 

 

161,592

 

Gross profit

 

 

14,156

 

 

 

22,676

 

 

 

34,175

 

 

 

45,968

 

 

 

17,443

 

 

 

20,019

 

Selling, general and administrative expenses

 

 

14,822

 

 

 

14,626

 

 

 

29,233

 

 

 

27,489

 

 

��

10,980

 

 

 

14,411

 

Provision (benefit) for bad debts

 

 

32

 

 

 

(72

)

 

 

163

 

 

 

(131

)

Provision for bad debts

 

 

9

 

 

 

131

 

Other operating expense (income), net

 

 

99

 

 

 

348

 

 

 

(141

)

 

 

663

 

 

 

108

 

 

 

(240

)

Operating (loss) income

 

 

(797

)

 

 

7,774

 

 

 

4,920

 

 

 

17,947

 

Operating income

 

 

6,346

 

 

 

5,717

 

Interest income

 

 

(152

)

 

 

(181

)

 

 

(299

)

 

 

(262

)

 

 

(210

)

 

 

(147

)

Interest expense

 

 

1,355

 

 

 

1,190

 

 

 

2,822

 

 

 

2,375

 

 

 

1,257

 

 

 

1,467

 

Loss on extinguishment of debt

 

 

131

 

 

 

 

 

 

131

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(1,014

)

 

 

(211

)

 

 

(1,253

)

 

 

(3,298

)

(Loss) income before income taxes

 

 

(1,117

)

 

 

6,976

 

 

 

3,519

 

 

 

19,132

 

(Benefit) provision for income taxes

 

 

(2,288

)

 

 

(4,826

)

 

 

536

 

 

 

(1,630

)

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

(239

)

Income before income taxes

 

 

4,433

 

 

 

4,636

 

Provision for income taxes

 

 

721

 

 

 

2,824

 

Net income

 

$

1,171

 

 

$

11,802

 

 

$

2,983

 

 

$

20,762

 

 

$

3,712

 

 

$

1,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

Net income per common share:

 

Net income per common share:

 

Basic

 

$

0.06

 

 

$

0.65

 

 

$

0.16

 

 

$

1.14

 

 

$

0.20

 

 

$

0.10

 

Diluted

 

$

0.06

 

 

$

0.63

 

 

$

0.16

 

 

$

1.12

 

 

$

0.20

 

 

$

0.10

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

2


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMELOSS

(Unaudited)

(In thousands)

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

Net income

 

$

1,171

 

 

$

11,802

 

 

$

2,983

 

 

$

20,762

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,986

 

 

 

(2,341

)

 

 

(1,509

)

 

 

524

 

Foreign currency translation adjustments for an unconsolidated affiliate

 

 

(303

)

 

 

(487

)

 

 

42

 

 

 

(593

)

Changes in interest rate swaps, net of tax of $219, $0, $219 and $0, respectively

 

 

(953

)

 

 

1,077

 

 

 

(725

)

 

 

1,492

 

Other comprehensive income (loss), net

 

 

730

 

 

 

(1,751

)

 

 

(2,192

)

 

 

1,423

 

Comprehensive income

 

$

1,901

 

 

$

10,051

 

 

$

791

 

 

$

22,185

 

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

3,712

 

 

$

1,812

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(6,158

)

 

 

(3,495

)

Foreign currency translation adjustments for an unconsolidated affiliate

 

 

(170

)

 

 

345

 

Changes in interest rate swaps

 

 

(328

)

 

 

228

 

Other comprehensive loss, net

 

 

(6,656

)

 

 

(2,922

)

Comprehensive loss

 

$

(2,944

)

 

$

(1,110

)

 

See accompanying notes to condensed consolidated financial statements.

 

 

3


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Cash and cash equivalents at beginning of year

 

$

44,890

 

 

$

35,425

 

Cash and cash equivalents at beginning of period

 

$

22,228

 

 

$

44,890

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

2,983

 

 

 

20,762

 

 

 

3,712

 

 

 

1,812

 

Adjustments to reconcile net income to net cash

(used in) provided by operating activities:

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(1,253

)

 

 

(3,298

)

Adjustments to reconcile net income to net cash

provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

(239

)

Distributions received from unconsolidated affiliates

 

 

630

 

 

 

8,678

 

 

 

10,437

 

 

 

504

 

Depreciation and amortization expense

 

 

11,652

 

 

 

11,135

 

 

 

5,685

 

 

 

6,036

 

Non-cash compensation expense

 

 

3,039

 

 

 

3,569

 

 

 

187

 

 

 

998

 

Deferred income taxes

 

 

(332

)

 

 

(6,282

)

 

 

(760

)

 

 

909

 

Other, net

 

 

(269

)

 

 

(206

)

 

 

(127

)

 

 

(201

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

6,504

 

 

 

267

 

 

 

1,543

 

 

 

(1,636

)

Inventories

 

 

(17,139

)

 

 

(4,556

)

 

 

1,981

 

 

 

(15,079

)

Other current assets

 

 

(3,163

)

 

 

(210

)

 

 

(486

)

 

 

(857

)

Income taxes

 

 

814

 

 

 

6,591

 

Accounts payable and accrued expenses

 

 

(8,263

)

 

 

(8,796

)

 

 

(119

)

 

 

(3,835

)

Income taxes

 

 

1,088

 

 

 

(945

)

Other, net

 

 

548

 

 

 

271

 

 

 

89

 

 

 

39

 

Net cash (used in) provided by operating activities

 

 

(3,975

)

 

 

20,389

 

Net cash provided by (used in) operating activities

 

 

23,822

 

 

 

(4,958

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(12,342

)

 

 

(11,360

)

 

 

(4,585

)

 

 

(6,384

)

Other, net

 

 

(20

)

 

 

15

 

 

 

(21

)

 

 

15

 

Net cash used in investing activities

 

 

(12,362

)

 

 

(11,345

)

 

 

(4,606

)

 

 

(6,369

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from ABL Revolver

 

 

53,500

 

 

 

59,200

 

 

 

23,000

 

 

 

34,000

 

Payments on ABL Revolver

 

 

(65,100

)

 

 

(46,600

)

 

 

(25,400

)

 

 

(19,900

)

Proceeds from ABL Term Loan

 

 

20,000

 

 

 

 

Payments on ABL Term Loan

 

 

(5,000

)

 

 

(5,000

)

 

 

(2,500

)

 

 

(2,500

)

Payments on capital lease obligations

 

 

(3,583

)

 

 

(3,528

)

Payments on finance lease obligations

 

 

(1,608

)

 

 

(1,790

)

Proceeds from stock option exercises

 

 

244

 

 

 

219

 

 

 

29

 

 

 

244

 

Payments of debt financing fees

 

 

(665

)

 

 

 

Other

 

 

(690

)

 

 

(328

)

 

 

(44

)

 

 

(646

)

Net cash (used in) provided by financing activities

 

 

(1,294

)

 

 

3,963

 

 

 

(6,523

)

 

 

9,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(606

)

 

 

183

 

 

 

(803

)

 

 

(776

)

Net (decrease) increase in cash and cash equivalents

 

 

(18,237

)

 

 

13,190

 

Net increase (decrease) in cash and cash equivalents

 

 

11,890

 

 

 

(2,695

)

Cash and cash equivalents at end of period

 

$

26,653

 

 

$

48,615

 

 

$

34,118

 

 

$

42,195

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

4


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

1.  Background

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” “us” or “our”), is a multi-national company that manufactures and sells innovative recycled and synthetic products made from polyester and nylon primarily to other yarn manufacturers and knitters and weavers (UNIFI’s direct customers) that produce yarn and/or fabric for the apparel, hosiery, home furnishings, automotive, industrial and other end-use markets (UNIFI’s indirect customers).  We refer to these indirect customers as “brand partners.” Polyester filament yarns include partially oriented yarn (“POY”), textured, solution and package dyed, twisted, beamed and draw wound yarns, and each is available in virgin or recycled varieties. Recycled solutions, made from both pre-consumer and post-consumer waste, include plastic bottle flake (“Flake”) and, polyester polymer beads (“Chip”). and staple fiber.  Nylon yarns include virgin or recycled textured, solution dyed and spandex covered yarns.

UNIFI maintains one of the textile industry’s most comprehensive product offerings that include a range of specialized, premium value-added (“PVA”) and commodity solutions, with principal geographic markets in the Americas, Asia and Asia.Europe.

UNIFI has direct manufacturing operations in four countries and participates in joint ventures with operations in Israel, Mexico and the United States (“U.S.”), the most significant of which is a 34% non-controlling partnership interest in Parkdale America, LLC (“PAL”), a significant unconsolidated affiliate that produces cotton and synthetic yarns for sale to the global textile industry and apparel market.      

 

2.  Basis of Presentation; Condensed Notes

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United StatesU.S. (“GAAP”) for interim financial information. As contemplated by the instructions of the Securities and Exchange Commission (the “SEC”) 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 UNIFI’s year-end audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended June 24, 201830, 2019 (the “2018“2019 Form 10-K”).

The financial information included in this report has been prepared by UNIFI, without audit.  In the opinion of management, all adjustments, which consist of normal, recurring 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 amounts, except per share amounts, are presented in thousands (000s), except as otherwise noted.

The fiscal quarter for each of Unifi, Inc., its primary domestic operating subsidiaries and its subsidiary in El Salvador ended on DecemberSeptember 29, 2019, the Sunday nearest to September 30, 2018, the last Sunday in December.  The2019. Unifi, Inc.’s remaining material operating subsidiaries’ fiscal quarter for Unifi, Inc.’s Brazilian, Chinese, Colombian and Sri Lankan subsidiaries ended on December 31, 2018.September 30, 2019. There were no significant transactions or events that occurred between Unifi, Inc.’s fiscal quarter end and such wholly owned subsidiaries’ subsequent fiscal quarter end. The three-month periodsperiod ended December 30, 2018 and December 24, 2017September 29, 2019 consisted of 13 fiscal weeks.weeks for the primary subsidiaries in the U.S. and Central America.  The six-month periodsthree-month period ended DecemberSeptember 30, 2018 and December 24, 2017 consisted of 2714 weeks for the primary subsidiaries in the U.S. and 26 fiscal weeks, respectively.Central America.   

 

 

3.  Recent Accounting Pronouncements

Issued and Pending Adoption

In FebruaryJune 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses. The new guidance requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and for interim periods therein, thus beginning with UNIFI’s fiscal 2021 and associated first fiscal quarter. UNIFI has not and does not expect to early adopt this standard. UNIFI does not expect this standard will have a material impact on its consolidated financial position, results of operations or cash flows.

Recently Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. While UNIFI has not yet determined the full effect of the new guidance on its ongoing financial reporting, as of June 24, 2018, UNIFI had approximately $5,800 of future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year). The new lease guidance is effective for UNIFI’swas adopted in the first quarter of fiscal 2020, and early adoption is permitted.described in more detail in Note 4, “Leases.”

Under the guidance in the SEC Staff Announcement on July 20, 2017 relatingRelating to the transition to ASU No. 2016-02, due to its status as a significant subsidiary of Unifi, Inc., PAL expects to adopt the new lease guidance in its fiscal 2020.year 2021 ending on January 1, 2022. PAL is currently evaluating the impact of the new lease guidance.

Recently Adopted

In May 2014,fiscal 2019, UNIFI adopted the FASB issuednew revenue recognition guidance prescribed by ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Subsequent ASUs were issued to provide clarity and defer the effective date of the new guidance. The new revenue recognition guidance (the “New Revenue Recognition Guidance”) eliminated the transaction- and industry-specific revenue recognition guidance under previous GAAP and replaced it with a principles-based approach.

5


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Upon adoption in fiscal 2019, UNIFI determined that the impact of the New Revenue Recognition Guidance is immaterial. Accordingly, UNIFI utilized the modified retrospective method of adoption and recorded the impact of open contracts as of June 24, 2018 as an adjustment to the opening balance of fiscal 2019 retained earnings, and prior period balances are not adjusted. Details of the fiscal 2019 adjustment follow. See Note 4,5, Revenue Recognition,” for further detail regarding adoption and additional disclosures.

Revenue earned in fourth quarter fiscal 2018 related to contracts open at June 24, 2018

 

$

8,593

 

Less associated cost of sales

 

 

7,992

 

Less associated income tax

 

 

142

 

Adjustment to retained earnings for contracts open at June 24, 2018

 

$

459

 

Under the guidance in the SEC Staff Announcement on July 20, 2017 relating to the transition to ASU No. 2014-09, due to its status as a significant subsidiary of Unifi, Inc., PAL expects to adopt the New Revenue Recognition Guidancenew revenue recognition guidance in its fiscal year 2019 ending on December 28, 2019.  PAL is currently evaluating the impact of the New Revenue Recognition Guidance.new revenue recognition guidance.

5


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Based on UNIFI’s review of ASUs issued since the filing of the 20182019 Form 10-K, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on UNIFI’s consolidated financial statements.

 

4.  Revenue RecognitionLeases

In fiscal 2019,February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  UNIFI adopted the Newnew lease guidance utilizing the modified retrospective transition method, applied at the date of adoption, recording existing leases as of the effective date, July 1, 2019. Under this method, no adjustment to comparative prior periods is required and, accordingly, financial statement information and disclosures required under Topic 842 will not be provided for dates and periods prior to July 1, 2019.  UNIFI made no adjustment to the July 1, 2019 opening retained earnings balance for fiscal 2020.

UNIFI adopted the following practical expedients and elected the following accounting policies related to this standard update:

carry forward of historical lease classifications and accounting treatment for existing land easements;

not to reassess whether any expired or existing contracts are or contain leases;

not to reassess initial direct costs for any existing leases;

the use of hindsight;

short-term lease accounting policy election allowing lessees to not recognize right-of-use assets and liabilities for leases with a term of 12 months or less and to recognize lease payments on a straight-line basis over the lease term and variable payments in the period the obligation is incurred; and

the option to not separate lease and non-lease components for the transportation equipment asset class.

UNIFI 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.  The lease terms range from 1 to 15 years with various options for renewal. There are no residual value guarantees or sub-leases related to these leases.  The adoption of this standard resulted in the recognition of operating lease right-of-use assets of $9,802 and corresponding lease liabilities of $10,105 with the difference adjusting prepayments and accruals on the consolidated balance sheet as of July 1, 2019. UNIFI’s accounting for finance leases remained substantially unchanged. The standard did not materially impact operating results or liquidity. Disclosures related to the amount, timing and uncertainty of cash flows arising from leases are included below.

The following table sets forth the balance sheet location and values of the Company’s lease assets and lease liabilities at September 29, 2019:

Classification

 

Balance Sheet Location

 

September 29, 2019

 

Lease Assets

 

 

 

 

 

 

Operating lease assets

 

Operating lease assets

 

$

8,718

 

Finance lease assets

 

Property, plant & equipment, net

 

 

27,601

 

Total lease assets

 

 

 

$

36,319

 

 

 

 

 

 

 

 

Lease Liabilities

 

 

 

 

 

 

Current operating lease liabilities

 

Current operating lease liabilities

 

$

2,791

 

Current finance lease liabilities

 

Current portion of long-term debt

 

 

4,738

 

Total current lease liabilities

 

 

 

$

7,529

 

 

 

 

 

 

 

 

Noncurrent operating lease liabilities

 

Noncurrent operating lease liabilities

 

$

6,224

 

Noncurrent finance lease liabilities

 

Long-term debt

 

 

5,649

 

Total noncurrent lease liabilities

 

 

 

$

11,873

 

 

 

 

 

 

 

 

Total lease liabilities

 

 

 

$

19,402

 

The following table sets forth the components of UNIFI’s total lease cost for the three months ended September 29, 2019:

 

 

For the Three Months Ended

 

Lease Cost

 

September 29, 2019

 

Operating lease cost

 

$

853

 

Variable lease cost

 

 

90

 

Finance lease cost:

 

 

 

 

   Amortization of lease assets

 

 

527

 

   Interest on lease liabilities

 

 

100

 

Short-term lease cost

 

 

341

 

Total lease cost

 

$

1,911

 

As of September 29, 2019, UNIFI was committed to commence leasing certain transportation equipment during the second quarter of fiscal 2020.  UNIFI anticipates this equipment will qualify as an estimated $5,400 in additional finance leases and will replace approximately $1,600 of existing operating lease assets under a penalty-free early termination agreement.

6


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

The following table presents supplemental information related to leases at September 29, 2019:

 

 

For the Three Months Ended

 

Other Information

 

September 29, 2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

   Operating cash flows used by operating leases

 

$

853

 

   Financing cash flows used by finance leases

 

$

1,608

 

Non-cash activities:

 

 

 

 

Leased assets obtained in exchange for new operating lease liabilities

 

$

85

 

Leased assets obtained in exchange for new finance lease liabilities

 

$

878

 

UNIFI calculates its operating lease liabilities and finance lease liabilities entered into after the adoption of the new lease standard based upon UNIFI’s incremental borrowing rate (the “IBR”). When determining the IBR, we consider our centralized treasury function and our current credit profile. We then make adjustments to this rate for securitization, the length of the lease term, and leases denominated in foreign currencies. Generally, the IBR for each jurisdiction is the specific risk-free rate for the respective jurisdiction incremented for UNIFI’s corporate credit risk.

The following table sets forth UNIFI's weighted average remaining lease term in years and discount rate percentage used in the calculation of its outstanding lease liabilities as of September 29, 2019:

Weighted Average Remaining Lease Term and Discount Rate

September 29, 2019

Weighted average remaining lease term (years):

  Operating leases

4.1

  Finance leases

3.1

Weighted average discount rate:

  Operating leases

3.7

%

  Finance leases

3.8

%

Lease Maturity Analysis

Future minimum finance lease payments and future minimum payments under non-cancelable operating leases (with initial lease terms in excess of one year) under Topic 842 as of September 29, 2019 by fiscal year were:

Maturity of Lease Liabilities

 

Finance Leases

 

 

Operating Leases

 

Fiscal 2020 (excluding the three months ended September 29, 2019)

 

$

4,274

 

 

$

2,330

 

Fiscal 2021

 

 

3,011

 

 

 

2,709

 

Fiscal 2022

 

 

2,706

 

 

 

1,679

 

Fiscal 2023

 

 

331

 

 

 

1,247

 

Fiscal 2024

 

 

331

 

 

 

1,110

 

Fiscal years thereafter

 

 

1,015

 

 

 

680

 

Total minimum lease payments

 

$

11,668

 

 

$

9,755

 

Less estimated executory costs

 

 

(626

)

 

 

 

Less interest

 

 

(655

)

 

 

(740

)

Present value of net minimum lease payments

 

 

10,387

 

 

 

9,015

 

Less current portion of lease obligations

 

 

(4,738

)

 

 

(2,791

)

Long-term portion of lease obligations

 

$

5,649

 

 

$

6,224

 

Prior year disclosure

As reported in the 2019 Form 10-K (under the previous accounting guidance), future minimum capital lease payments and future minimum lease payments under non-cancelable operating leases (with initial lease terms in excess of one year) as of June 30, 2019 by fiscal year were:

 

 

Capital Leases

 

 

Operating Leases

 

Fiscal 2020

 

$

5,917

 

 

$

3,164

 

Fiscal 2021

 

 

2,870

 

 

 

2,731

 

Fiscal 2022

 

 

2,565

 

 

 

1,492

 

Fiscal 2023

 

 

189

 

 

 

878

 

Fiscal 2024

 

 

189

 

 

 

755

 

Fiscal years thereafter

 

 

675

 

 

 

309

 

Total minimum lease payments

 

$

12,405

 

 

$

9,329

 

Less estimated executory costs

 

 

(644

)

 

 

 

 

Less interest

 

 

(643

)

 

 

 

 

Present value of net minimum capital lease payments

 

 

11,118

 

 

 

 

 

Less current portion of capital lease obligations

 

 

(5,519

)

 

 

 

 

Long-term portion of capital lease obligations

 

$

5,599

 

 

 

 

 

7


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Rental expenses incurred under the operating leases and included in operating income consist of the following:

 

 

For the Fiscal Year Ended

 

 

 

June 30, 2019

 

 

June 24, 2018

 

 

June 25, 2017

 

Rental expenses

 

$

4,915

 

 

$

4,835

 

 

$

4,357

 

5.  Revenue Recognition Guidance. Details surrounding the impact of adoption and the additional disclosures follow.

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which primarily occurs at a point in time, upon either shipment or delivery to the customer. Revenue is also recognized over time for certain contracts in which the associated inventory produced has no alternative use and for which enforceable right to payment exists, or the associated services are rendered. Revenue is measured as the amount of consideration UNIFI expects to receive in exchange for completing its performance obligations (i.e., transferring goods or providing services), which includes estimates for variable consideration. Variable consideration includes volume-based incentives and product claims, which are offered within certain contracts between UNIFI and its customers.  Sales taxes and value added taxes assessed by governmental entities are excluded from the measurement of consideration expected to be received. Shipping and handling costs incurred after a customer has taken possession of our goods are treated as a fulfillment cost and are not considered a separate performance obligation.

The following table presents disaggregated revenues for UNIFI:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Third-party textile manufacturer

 

$

165,338

 

 

$

165,366

 

 

$

344,659

 

 

$

327,527

 

Third-party manufacturer

 

$

178,020

 

 

$

179,321

 

Service

 

 

2,373

 

 

 

2,112

 

 

 

4,663

 

 

 

4,193

 

 

 

1,929

 

 

 

2,290

 

Net sales

 

$

167,711

 

 

$

167,478

 

 

$

349,322

 

 

$

331,720

 

 

$

179,949

 

 

$

181,611

 

Third-Party Textile Manufacturer

Third-party textile manufacturer revenue is primarily generated through sales to direct customers. Such sales represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts. Each of UNIFI’s reportable segments derives revenue from sales to third-party textile manufacturers.

Service Revenue

Service revenue is primarily generated, as services are rendered, through fulfillment of toll manufacturing of textile products or transportation services governed by written agreements. Such toll manufacturing and transportation services represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts. The Polyester Segment derives service revenue for toll manufacturing, and the All Other category derives service revenue for transportation services.

Variable Consideration

Volume-based incentives

Volume-based incentives involve rebates or refunds of cash that are redeemable if the customer satisfies certain order volume thresholds during a defined time period. Under these incentive programs, UNIFI estimates the anticipated rebate to be paid and allocates a portion of the estimated cost of the rebate to each underlying sales transaction with the customer.

Product claims

UNIFI generally offers customers claims support or remuneration for defective products. UNIFI estimates the amount of its product sales that may be claimed as defective by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized.

For all variable consideration, where appropriate, UNIFI estimates the amount using the expected value method, which takes into consideration historical experience, current contractual requirements, specific known market events and forecasted customer buying and payment patterns. Overall, these reserves reflect UNIFI’s best estimates of the amount of consideration to which the customer is entitled based on the terms of the contracts.

6


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Impact of adoption of New Revenue Recognition Guidance

The following table summarizes the impact of the adoption of the New Revenue Recognition Guidance on UNIFI's applicable financial statement line items for the six months ended December 30, 2018. Any impact to other financial statement line items is insignificant and excluded from the below.

Financial Statement Line Item

 

Treatment under

previous Revenue

Recognition Guidance

 

 

Adjustments

in connection

with New Revenue

Recognition Guidance

 

 

As reported under

New Revenue

Recognition Guidance

 

Revenue

 

$

347,311

 

 

$

2,011

 

 

$

349,322

 

Cost of sales

 

$

313,115

 

 

$

2,032

 

 

$

315,147

 

Gross profit (loss)

 

$

34,196

 

 

$

(21

)

 

$

34,175

 

Inventory

 

$

144,619

 

 

$

(9,977

)

 

$

134,642

 

Contract assets

 

$

 

 

$

10,537

 

 

$

10,537

 

Contract assets represents the estimated revenue attributable to UNIFI in connection with completed performance obligations under contracts with customers for which revenue is recognized over time. The contract assets are classified to receivables when the right to payment becomes unconditional. The $10,537 change in the contract assets balance from June 24, 2018 to December 30, 2018 represents the routine recognition of satisfied performance obligations, in connection with adoption of and treatment under the New Revenue Recognition Guidance.

5.6.  Receivables, Net

Receivables, net consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Customer receivables

 

$

80,905

 

 

$

87,633

 

 

$

85,693

 

 

$

89,495

 

Allowance for uncollectible accounts

 

 

(2,186

)

 

 

(2,059

)

 

 

(2,205

)

 

 

(2,338

)

Reserves for yarn quality claims

 

 

(842

)

 

 

(564

)

Reserves for quality claims

 

 

(1,011

)

 

 

(961

)

Net customer receivables

 

 

77,877

 

 

 

85,010

 

 

 

82,477

 

 

 

86,196

 

Other receivables

 

 

1,417

 

 

 

1,263

 

 

 

3,121

 

 

 

2,688

 

Total receivables, net

 

$

79,294

 

 

$

86,273

 

 

$

85,598

 

 

$

88,884

 

 

There have been no material changes in UNIFI’s allowance for uncollectible accounts or reserves for yarn quality claims since June 24, 2018.30, 2019. 

 

6.8


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

7.  Inventories

Inventories consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Raw materials

 

$

55,353

 

 

$

45,448

 

 

$

50,228

 

 

$

55,531

 

Supplies

 

 

8,036

 

 

 

7,314

 

 

 

9,107

 

 

 

9,020

 

Work in process

 

 

6,852

 

 

 

8,834

 

 

 

8,412

 

 

 

8,510

 

Finished goods

 

 

66,742

 

 

 

66,314

 

 

 

63,880

 

 

 

63,111

 

Gross inventories

 

 

136,983

 

 

 

127,910

 

 

 

131,627

 

 

 

136,172

 

Inventory reserves

 

 

(2,341

)

 

 

(1,599

)

 

 

(2,180

)

 

 

(2,391

)

Total inventories

 

$

134,642

 

 

$

126,311

 

 

$

129,447

 

 

$

133,781

 

 

In connection with UNIFI’s utilization of the modified retrospective method of adopting the New Revenue Recognition Guidance, prior period balances are not adjusted to reflect the impact that the New Revenue Recognition Guidance would have had on prior periods. See Note 4, “Revenue Recognition,” for further detail regarding the impact of the New Revenue Recognition Guidance to fiscal 2019.

7.8.  Other Current Assets

 

Other current assets consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Contract assets

 

$

10,537

 

 

$

 

 

$

6,975

 

 

$

7,794

 

Vendor deposits

 

 

4,097

 

 

 

3,703

 

 

 

4,832

 

 

 

4,187

 

Value-added taxes receivable

 

 

3,051

 

 

 

2,519

 

Prepaid expenses

 

 

2,247

 

 

 

1,802

 

 

 

1,582

 

 

 

1,856

 

Value-added taxes receivable

 

 

1,239

 

 

 

1,024

 

Total other current assets

 

$

18,120

 

 

$

6,529

 

 

$

16,440

 

 

$

16,356

 

 

7


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Vendor deposits primarily relates to down payments made toward the purchase of inventory. Prepaid expenses consists of advance payments for insurance, professional fees, membership dues, subscriptions, marketing and information technology services. Value-added taxes receivable relates to recoverable taxes associated with the sales and purchase activities of UNIFI’s foreign operations. Prepaid expenses consists of advance payments for routine operating expenses.

 

8.9.  Property, Plant and Equipment, Net

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

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Land

 

$

2,852

 

 

$

2,860

 

 

$

3,100

 

 

$

3,138

 

Land improvements

 

 

15,173

 

 

 

15,118

 

 

 

15,511

 

 

 

15,249

 

Buildings and improvements

 

 

159,089

 

 

 

157,354

 

 

 

160,581

 

 

 

161,566

 

Assets under capital leases

 

 

34,302

 

 

 

34,568

 

Assets under finance leases

 

 

27,601

 

 

 

31,897

 

Machinery and equipment

 

 

596,012

 

 

 

589,237

 

 

 

610,057

 

 

 

603,950

 

Computers, software and office equipment

 

 

20,418

 

 

 

19,723

 

 

 

22,429

 

 

 

23,011

 

Transportation equipment

 

 

4,984

 

 

 

5,029

 

 

 

5,838

 

 

 

5,809

 

Construction in progress

 

 

8,656

 

 

 

8,651

 

 

 

6,550

 

 

 

6,483

 

Gross PP&E

 

 

841,486

 

 

 

832,540

 

 

 

851,667

 

 

 

851,103

 

Less: accumulated depreciation

 

 

(628,009

)

 

 

(619,654

)

 

 

(639,679

)

 

 

(636,135

)

Less: accumulated amortization – capital leases

 

 

(8,424

)

 

 

(7,370

)

Less: accumulated amortization – finance leases

 

 

(6,614

)

 

 

(8,181

)

Total PP&E, net

 

$

205,053

 

 

$

205,516

 

 

$

205,374

 

 

$

206,787

 

 

Depreciation expense and repair and maintenance expenses were as follows:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Depreciation expense

 

$

5,261

 

 

$

5,237

 

 

$

10,924

 

 

$

10,360

 

 

$

5,410

 

 

$

5,663

 

Repair and maintenance expenses

 

 

4,987

 

 

 

4,779

 

 

 

10,847

 

 

 

9,504

 

 

 

4,474

 

 

 

5,860

 

 

9.10.  Accrued Expenses

Accrued expenses consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Payroll and fringe benefits

 

$

8,017

 

 

$

10,833

 

 

$

7,185

 

 

$

9,775

 

Severance

 

 

1,702

 

 

 

2,058

 

Other

 

 

4,446

 

 

 

6,887

 

 

 

7,275

 

 

 

5,016

 

Total accrued expenses

 

$

12,463

 

 

$

17,720

 

 

$

16,162

 

 

$

16,849

 

 

Other consists primarily of accruals for utilities, property taxes, employee-related claims and payments, interest, marketing expenses, freight expenses, rent, other non-income related taxes and deferred revenue.9


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

 

10.11.  Long-Term Debt

Debt Obligations

The following table presents the total balances outstanding for UNIFI’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

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

Scheduled

 

Interest Rate as of

 

 

Principal Amounts as of

 

 

Scheduled

 

Interest Rate as of

 

 

Principal Amounts as of

 

 

Maturity Date

 

December 30, 2018

 

 

December 30, 2018

 

 

June 24, 2018

 

 

Maturity Date

 

September 29, 2019

 

 

September 29, 2019

 

 

June 30, 2019

 

ABL Revolver

 

December 2023

 

4.3%

 

 

$

16,500

 

 

$

28,100

 

 

December 2023

 

3.5%

 

 

$

17,000

 

 

$

19,400

 

ABL Term Loan (1)

 

December 2023

 

3.8%

 

 

 

100,000

 

 

 

85,000

 

 

December 2023

 

3.5%

 

 

 

95,000

 

 

 

97,500

 

Capital lease obligations

 

(2)

 

3.8%

 

 

 

14,604

 

 

 

18,107

 

Finance lease obligations

 

(2)

 

3.6%

 

 

 

10,387

 

 

 

11,118

 

Total debt

 

 

 

 

 

 

 

 

131,104

 

 

 

131,207

 

 

 

 

 

 

 

 

 

122,387

 

 

 

128,018

 

Current portion of capital lease obligations

 

 

 

 

 

 

 

 

(6,482

)

 

 

(6,996

)

Current portion of other long-term debt

 

 

 

 

 

 

 

 

(7,500

)

 

 

(10,000

)

Current ABL Term Loan

 

 

 

 

 

 

 

 

(10,000

)

 

 

(10,000

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

 

(4,738

)

 

 

(5,519

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

 

(1,044

)

 

 

(658

)

 

 

 

 

 

 

 

 

(895

)

 

 

(958

)

Total long-term debt

 

 

 

 

 

 

 

$

116,078

 

 

$

113,553

 

 

 

 

 

 

 

 

$

106,754

 

 

$

111,541

 

 

(1)

Includes the effects of interest rate swaps.

(2)

Scheduled maturity dates for capitalfinance lease obligations range from JanuaryDecember 2019 to November 2027.

8


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

ABL Facility

On December 18, 2018, Unifi, Inc. and certain of its subsidiaries entered into a Third Amendment to Amended and Restated Credit Agreement and Second Amendment to Amended and Restated Guaranty and Security Agreement (the “2018 Amendment”).  The 2018 Amendment amended the Amended and Restated Credit Agreement, dated as of March 26, 2015, by and among Unifi, Inc. and a syndicate of lenders, as previously amended (as further amended by the 2018 Amendment, the “Credit Agreement”).  The Credit Agreement provides for a $200,000 senior secured credit facility (the “ABL Facility”), including 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 conditions are met (the “ABL Term Loan”). The ABL Facility has a maturity date of December 18, 2023.

The 2018 Amendment made the following changes to the Credit Agreement, among others: (i) extended the Maturity Datematurity date from March 26, 2020 to December 18, 2023 and (ii) decreased the Applicable Margin (as defined in the Credit Agreement) pricing structure for Base Rate Loans (as defined in the Credit Agreement) and LIBOR Rate Loans (as defined in the Credit Agreement) by 25 basis points.  In addition, in connection with the 2018 Amendment, the principal amount of the ABL Term Loan was reset from $80,000 to $100,000.  Net proceeds from this ABL Term Loan reset were used to pay down the amount outstanding on the ABL Revolver.  

Scheduled Debt Maturities

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the remainder of fiscal 2019,2020, the following four fiscal years and thereafter:

 

 

Fiscal 2019

 

 

Fiscal 2020

 

 

Fiscal 2021

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Thereafter

 

 

Fiscal 2020

 

 

Fiscal 2021

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Thereafter

 

ABL Revolver

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

16,500

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

17,000

 

 

$

 

ABL Term Loan

 

 

2,500

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

57,500

 

 

 

7,500

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

57,500

 

 

 

 

Capital lease obligations

 

 

3,442

 

 

 

5,559

 

 

 

2,634

 

 

 

2,417

 

 

 

91

 

 

 

461

 

Finance lease obligations

 

 

3,978

 

 

 

2,738

 

 

 

2,536

 

 

 

214

 

 

 

222

 

 

 

699

 

Total

 

$

5,942

 

 

$

15,559

 

 

$

12,634

 

 

$

12,417

 

 

$

10,091

 

 

$

74,461

 

 

$

11,478

 

 

$

12,738

 

 

$

12,536

 

 

$

10,214

 

 

$

74,722

 

 

$

699

 

 

11.12.  Other Long-Term Liabilities

Other long-term liabilities consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Supplemental post-employment plan

 

$

2,940

 

 

$

3,045

 

 

$

2,711

 

 

$

2,695

 

Uncertain tax positions

 

 

541

 

 

 

131

 

 

 

1,084

 

 

 

1,043

 

Interest rate swaps

 

 

975

 

 

 

647

 

Other

 

 

1,976

 

 

 

2,161

 

 

 

1,695

 

 

 

1,800

 

Total other long-term liabilities

 

$

5,457

 

 

$

5,337

 

 

$

6,465

 

 

$

6,185

 

Other primarily includes certain retiree and post-employment medical and disability liabilities, deferred revenue and deferred energy incentive credits.

 

 

12.  Income Taxes

The provision (benefit) for income taxes was as follows:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

(Benefit) provision for income taxes

 

$

(2,288

)

 

$

(4,826

)

 

$

536

 

 

$

(1,630

)

Effective tax rate

 

 

204.8

%

 

 

(69.2

)%

 

 

15.2

%

 

 

(8.5

)%

U.S. Tax Reform

On December 22, 2017, the U.S. government enacted comprehensive tax legislation H.R. 1, formerly known as the Tax Cuts and Jobs Act.  H.R. 1 includes significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, full expensing for investments in new and used qualified property, additional limitations on the deduction of compensation paid to specified executive officers, and the transition of the U.S. international tax system from a worldwide tax to a territorial tax system.  As a fiscal-year taxpayer, certain provisions of H.R. 1 impacted UNIFI in fiscal 2018, including the change in the U.S. federal corporate income tax rate and the one-time transition tax (“toll charge”), while other provisions became effective for UNIFI at the beginning of fiscal 2019.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of H.R. 1. SAB 118 provides that when reasonable estimates can be made, the provisional accounting should be based on such estimates, and when reasonable estimates cannot be made, the provisional accounting may be based on the law in effect before H.R. 1. UNIFI has applied the guidance in SAB 118 when accounting for the enactment-date effects of H.R. 1. Accordingly, in fiscal 2018 UNIFI re-measured U.S. deferred tax assets and liabilities based on the income tax rates at which the deferred tax assets and liabilities are expected to reverse in the future, resulting in $4,297 of tax benefit for the year ended June 24, 2018.  UNIFI also recorded $3,901 of tax expense related to the toll charge, net of foreign tax credits.  For a description of the impact of H.R. 1 for the year ended June 24, 2018, reference is made to Note 14, “Income Taxes,” in UNIFI’s 2018 Annual Report on Form 10-K.

The SAB 118 measurement period for UNIFI ended on December 22, 2018. UNIFI did not make any final measurement period adjustments to the tax benefit recorded in the year ended June 24, 2018 to re-measure U.S. deferred tax assets and liabilities.  During the three months ended December 30, 2018, UNIFI recorded a final measurement period adjustment of $(1,734) to decrease the amount of the toll charge, net of foreign tax credits, from

910


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

$3,901 to $2,167, a rate impact of 155.2%. Although UNIFI no longer considers these amounts to be provisional, the income tax effects of H.R. 1 may change following future legislation or further interpretation of H.R. 1 based on the publication of guidance from the U.S. Internal Revenue Service (the “IRS”) and state tax authorities.(Unaudited)

 

13.  Income Taxes

The Global Intangible Low-Taxed Income (“GILTI”) provisions included in H.R. 1 require that certainprovision for income earned by foreign subsidiaries must be currently included in the gross income of the U.S. shareholder.  These provisions aretaxes and effective for UNIFI in fiscal 2019.  The GILTI provisions are complex and subject to continuing regulatory interpretation by the IRS.  UNIFI is required to make an accounting policy election to either treat taxes resulting from GILTItax rate were as a current-period expense when they are incurred or factor such amounts into the measurement of deferred taxes. UNIFI has elected to recognize GILTI as a current-period expense. Under this policy, UNIFI has not provided deferred taxes related to temporary differences that, upon their reversal, will affect the amount of income subject to GILTI in the period.follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Provision for income taxes

 

$

721

 

 

$

2,824

 

Effective tax rate

 

 

16.3

%

 

 

60.9

%

Income Tax Expense

 

UNIFI’s provision for income taxes for the sixthree months ended DecemberSeptember 29, 2019 and September 30, 2018 and December 24, 2017 has beenwas calculated by applying an estimate of the annual effective tax rate for the full fiscal year to year-to-date income or loss.income.  Tax effects of significant and unusual, or infrequently occurring, items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

 

The effective tax rate for the three months ended DecemberSeptember 29, 2019 was lower than the U.S. federal statutory rate primarily due to the use of foreign tax credits generated in both current and prior tax years.  These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, U.S. tax on Global Intangible Low-Tax Income (“GILTI”), and foreign withholding taxes.  

The effective tax rate for the three months ended September 30, 2018 was higher than the U.S. federal statutory rate primarily due to the benefits of tax credits related to prior years which exceed the loss before income taxes.  These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions, enacted in H.R. 1, and non-deductible executive compensation.  

The effective tax rate for the six months ended December 30, 2018 was lower than the U.S. federal statutory rate primarily due to the benefits of tax credits related to prior years.  These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions enacted in H.R. 1, and non-deductible executive compensation.  

The effective tax rate for the three and six months ended December 24, 2017 was lower than the U.S. federal statutory rate primarily due to the one-time tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate, the release of a valuation allowance on certain historical net operating losses (“NOLs”), and foreign income being taxed at lower rates.  These benefits were partially offset by a provisional amount for the toll charge, net of foreign tax credits, and losses in tax jurisdictions for which no tax benefit could be recognized.

 

UNIFI regularly assesses the outcomes of both completed and ongoing examinations to ensure that its provision for income taxes is sufficient. Certain returns that remain open to examination have utilized carryforward tax attributes generated in prior tax years, including NOLs,net operating losses, which could potentially be revised upon examination.

Valuation Allowance

UNIFI regularly assesses whether it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized.  UNIFI considers14.  Shareholders’ Equity

Shareholders’ equity for the scheduled reversal of taxable temporary differences, taxable income in carryback years, projected future taxable income and tax planning strategies in making this assessment.  Since UNIFI operates in multiple jurisdictions, the assessment is made on a jurisdiction-by-jurisdiction basis, taking into account the effects of local tax law.  

The components of UNIFI’s deferred tax valuation allowance arethree months ended September 29, 2019 was as follows:

 

 

December 30, 2018

 

 

June 24, 2018

 

Investment in a former domestic unconsolidated affiliate

 

$

(3,942

)

 

$

(3,942

)

Equity-method investment in PAL

 

 

(1,470

)

 

 

(1,580

)

Certain losses carried forward (1)

 

 

(1,562

)

 

 

(1,562

)

State NOLs

 

 

(166

)

 

 

(169

)

Other foreign NOLs

 

 

(1,903

)

 

 

(2,460

)

Foreign tax credits

 

 

(13,713

)

 

 

(5,430

)

Total deferred tax valuation allowance

 

$

(22,756

)

 

$

(15,143

)

(1)

Certain U.S. NOLs and capital losses outside the U.S. consolidated tax filing group. 

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at June 30, 2019

 

 

18,462

 

 

$

1,846

 

 

$

59,560

 

 

$

374,668

 

 

$

(43,229

)

 

$

392,845

 

Options exercised

 

 

10

 

 

 

1

 

 

 

28

 

 

 

 

 

 

 

 

 

29

 

Conversion of restricted stock units

 

 

18

 

 

 

2

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

121

 

 

 

 

 

 

 

 

 

121

 

Common stock withheld in satisfaction of tax

  withholding obligations under net share settle

  transactions

 

 

 

 

 

 

 

 

(44

)

 

 

 

 

 

 

 

 

(44

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,656

)

 

 

(6,656

)

Net income

 

 

 

 

 

 

 

 

 

 

 

3,712

 

 

 

 

 

 

3,712

 

Balance at September 29, 2019

 

 

18,490

 

 

$

1,849

 

 

$

59,663

 

 

$

378,380

 

 

$

(49,885

)

 

$

390,007

 

 

Shareholders’ equity for the three months ended September 30, 2018 was as follows:

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at June 24, 2018

 

 

18,353

 

 

$

1,835

 

 

$

56,726

 

 

$

371,753

 

 

$

(40,533

)

 

$

389,781

 

Options exercised

 

 

16

 

 

 

2

 

 

 

242

 

 

 

 

 

 

 

 

 

244

 

Conversion of restricted stock units

 

 

14

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

1

 

 

 

 

 

 

872

 

 

 

 

 

 

 

 

 

872

 

Common stock withheld in satisfaction of tax

  withholding obligations under net share settle

  transactions

 

 

(4

)

 

 

 

 

 

(133

)

 

 

 

 

 

 

 

 

(133

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,922

)

 

 

(2,922

)

Adoption of the new revenue recognition guidance

 

 

 

 

 

 

 

 

 

 

 

459

 

 

 

 

 

 

459

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,812

 

 

 

 

 

 

1,812

 

Balance at September 30, 2018

 

 

18,380

 

 

$

1,838

 

 

$

57,706

 

 

$

374,024

 

 

$

(43,455

)

 

$

390,113

 

 

10No dividends were paid during the three months ended September 29, 2019 or in the two most recently completed fiscal years.

11


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

 

13.  Shareholders’ EquityShare Repurchase Program

For the three-months ended December 30, 2018:

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at September 30, 2018

 

 

18,380

 

 

$

1,838

 

 

$

57,706

 

 

$

374,024

 

 

$

(43,455

)

 

$

390,113

 

Conversion of restricted stock units

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

1,913

 

 

 

 

 

 

 

 

 

1,913

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

730

 

 

 

730

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,171

 

 

 

 

 

 

1,171

 

Balance at December 30, 2018

 

 

18,383

 

 

$

1,838

 

 

$

59,619

 

 

$

375,195

 

 

$

(42,725

)

 

$

393,927

 

For the six-months ended December 30, 2018:

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at June 24, 2018

 

 

18,353

 

 

$

1,835

 

 

$

56,726

 

 

$

371,753

 

 

$

(40,533

)

 

$

389,781

 

Options exercised

 

 

16

 

 

 

2

 

 

 

242

 

 

 

 

 

 

 

 

 

244

 

Conversion of restricted stock units

 

 

17

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

1

 

 

 

 

 

 

2,785

 

 

 

 

 

 

 

 

 

2,785

 

Common stock withheld in satisfaction of

  tax withholding obligations under net share

  settle transactions

 

 

(4

)

 

 

 

 

 

(133

)

 

 

 

 

 

 

 

 

(133

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,192

)

 

 

(2,192

)

Adoption of the New Revenue Recognition Guidance

 

 

 

 

 

 

 

 

 

 

 

459

 

 

 

 

 

 

459

 

Net income

 

 

 

 

 

 

 

 

 

 

 

2,983

 

 

 

 

 

 

2,983

 

Balance at December 30, 2018

 

 

18,383

 

 

$

1,838

 

 

$

59,619

 

 

$

375,195

 

 

$

(42,725

)

 

$

393,927

 

For the three-months ended December 24, 2017:

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at September 24, 2017

 

 

18,261

 

 

$

1,826

 

 

$

53,104

 

 

$

348,900

 

 

$

(29,706

)

 

$

374,124

 

Options exercised

 

 

23

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Conversion of restricted stock units

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

4

 

 

 

 

 

 

2,114

 

 

 

 

 

 

 

 

 

2,114

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,751

)

 

 

(1,751

)

Net income

 

 

 

 

 

 

 

 

 

 

 

11,802

 

 

 

 

 

 

11,802

 

Balance at December 24, 2017

 

 

18,291

 

 

$

1,829

 

 

$

55,215

 

 

$

360,702

 

 

$

(31,457

)

 

$

386,289

 

For the six-months ended December 24, 2017:

 

 

Shares

 

 

Common Stock

 

 

Capital in Excess of Par Value

 

 

Retained Earnings

 

 

Accumulated Other Comprehensive Loss

 

 

Total Shareholders’ Equity

 

Balance at June 25, 2017

 

 

18,230

 

 

$

1,823

 

 

$

51,923

 

 

$

339,940

 

 

$

(32,880

)

 

$

360,806

 

Options exercised

 

 

54

 

 

 

6

 

 

 

213

 

 

 

 

 

 

 

 

 

219

 

Conversion of restricted stock units

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

4

 

 

 

 

 

 

3,079

 

 

 

 

 

 

 

 

 

3,079

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,423

 

 

 

1,423

 

Net income

 

 

 

 

 

 

 

 

 

 

 

20,762

 

 

 

 

 

 

20,762

 

Balance at December 24, 2017

 

 

18,291

 

 

$

1,829

 

 

$

55,215

 

 

$

360,702

 

 

$

(31,457

)

 

$

386,289

 

No dividends were paid during the six months ended December 30, 2018 or in the two most recently completed fiscal years.

Stock Repurchase Program

On April 23, 2014, UNIFI announced that its Board of Directors (the “Board”) had approved a stockshare repurchase program (the “2014 SRP”) under which UNIFI was authorized to acquire up to $50,000 of its common stock.  UNIFI made no repurchases of its shares of common stock during the six months

11


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

ended December 30, 2018. Through October 31, 2018 (the date the 2014 SRP was terminated, as discussednoted below), UNIFI had repurchased a total of 806 shares, at an average price of $27.79 (for a total of $22,409, inclusive of commission costs) pursuant to the 2014 SRP.  

 

On October 31, 2018, UNIFI announced that the Board had terminated the 2014 SRP and approved a new stockshare repurchase program (the “2018 SRP”) under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date.

 

UNIFI made no repurchases of its shares of common stock during the three months ended September 29, 2019. As of December 30, 2018,September 29, 2019, $50,000 remained available for repurchase under the 2018 SRP.

 

14.15.  Stock-Based Compensation

On October 23, 2013, UNIFI’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 (the “2008 LTIP”). No additional awards can 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, areexpired, were forfeited or otherwise terminateterminated unexercised.

The 2013 Plan expired in accordance with its terms on October 24, 2018, and the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Amended 2013 Plan”) became effective on that same day, upon approval by shareholders at UNIFI’s annual meeting of shareholders held on October 31, 2018.  The Amended 2013 Plan increased the number of shares available for future issuance pursuant to awards granted under the Amended 2013 Plan to 1,250 (subject to certain increases in the event outstanding awards issued under the Amended 2013 Plan terminate unexercised) and removed provisions no longer applicable due to the recent changes to Section 162(m) of the Internal Revenue Code of 1986, as amended. The material terms and provisions of the Amended 2013 Plan are otherwise similar to those of the 2013 Plan.  No additional awards can be granted under the 2013 Plan; however, prior awards outstanding under the 2013 Plan remain subject to that plan’s provisions.

The following table provides information as of December 30, 2018September 29, 2019 with respect to the number of securities remaining available for future issuance under the Amended 2013 Plan:

 

Authorized under the Amended 2013 Plan

 

 

1,250

 

Plus: Awards expired, forfeited or otherwise terminated unexercised

 

 

17153

 

Less: Awards granted to employees

 

 

(257308

)

Less: Awards granted to non-employee directors

 

 

(4789

)

Available for issuance under the Amended 2013 Plan

 

 

9631,006

 

 

During the sixthree months ended DecemberSeptember 29, 2019 and September 30, 2018, and December 24, 2017, UNIFI granted stock options to purchase 18815 and 540 shares of common stock, respectively.

During the sixthree months ended DecemberSeptember 29, 2019 and September 30, 2018, and December 24, 2017, UNIFI granted 6928 and 900 restricted stock units, respectively.

During the six months ended December 30, 2018 and December 24, 2017, UNIFI granted 47 and 0 vested share units, respectively.

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

UNIFI 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.  UNIFI does not enter into derivative contracts for speculative purposes.

The following table presents details regarding UNIFI’s hedging activities:

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Interest expense

 

$

1,355

 

 

$

1,190

 

 

$

2,822

 

 

$

2,375

 

 

$

1,257

 

 

$

1,467

 

Decrease (increase) in fair value of interest rate

swaps

 

 

1,173

 

 

 

(1,077

)

 

 

944

 

 

 

(1,492

)

 

 

328

 

 

 

(228

)

Impact of interest rate swaps on interest expense

 

 

(71

)

 

 

123

 

 

 

(106

)

 

 

254

 

 

 

(63

)

 

 

(34

)

 

For the sixthree months ended DecemberSeptember 29, 2019 and September 30, 2018, and December 24, 2017, there were no significant changes to UNIFI’s assets and liabilities measured at fair value, and there were no transfers into or out of the levels of the fair value hierarchy.

 

UNIFI believes that there have been no significant changes to its credit risk profile or the interest rates available to UNIFI for debt issuances with similar terms and average maturities, and UNIFI 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 valuevalues due to their short-term nature.

12


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

16.

17.  Accumulated Other Comprehensive Loss

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

 

 

Foreign

Currency

Translation

Adjustments

 

 

Changes in Interest

Rate Swaps

 

 

Accumulated

Other

Comprehensive

Loss

 

Balance at June 24, 2018

 

$

(42,268

)

 

$

1,735

 

 

$

(40,533

)

Other comprehensive loss, net of tax

 

 

(1,467

)

 

 

(725

)

 

 

(2,192

)

Balance at December 30, 2018

 

$

(43,735

)

 

$

1,010

 

 

$

(42,725

)

 

 

Foreign

Currency

Translation

Adjustments

 

 

Changes in Interest

Rate Swaps

 

 

Accumulated

Other

Comprehensive

Loss

 

Balance at June 30, 2019

 

$

(42,729

)

 

$

(500

)

 

$

(43,229

)

Other comprehensive loss

 

 

(6,328

)

 

 

(328

)

 

 

(6,656

)

Balance at September 29, 2019

 

$

(49,057

)

 

$

(828

)

 

$

(49,885

)

 

A summary of the after-tax effects of the components of other comprehensive (loss) income,loss, net for the three-month and six-month periods ended DecemberSeptember 29, 2019 and September 30, 2018 and December 24, 2017 is included in the accompanying condensed consolidated statements of comprehensive (loss) income.loss.

 

17.18.  Earnings Per Share

The components of the calculation of earnings per share (“EPS”) are as follows:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

1,171

 

 

$

11,802

 

 

$

2,983

 

 

$

20,762

 

 

$

3,712

 

 

$

1,812

 

Basic weighted average shares

 

 

18,382

 

 

 

18,273

 

 

 

18,374

 

 

 

18,260

 

 

 

18,481

 

 

 

18,368

 

Net potential common share equivalents – stock options and restricted stock units

 

 

323

 

 

 

378

 

 

 

327

 

 

 

338

 

Net potential common share equivalents

 

 

245

 

 

 

335

 

Diluted weighted average shares

 

 

18,705

 

 

 

18,651

 

 

 

18,701

 

 

 

18,598

 

 

 

18,726

 

 

 

18,703

 

Excluded from diluted weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive common share equivalents

 

 

498

 

 

 

60

 

 

 

500

 

 

 

290

 

 

 

340

 

 

 

116

 

 

The calculation of EPS is based on the weighted average number of Unifi, Inc.’s common shares outstanding for the applicable period.  The calculation of diluted EPS 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.

 

18.19.  Investments in Unconsolidated Affiliates and Variable Interest Entities

UNIFI currently maintains investments in three entities classified as unconsolidated affiliates: PAL; U.N.F. Industries, Ltd. (“UNF”); and UNF America LLC (“UNFA”). As of December 30, 2018,September 29, 2019, UNIFI’s investment in PAL was $110,922$100,616 and UNIFI’s combined investments in UNF and UNFA were $2,696,$1,985, each of which is reflected within investments in unconsolidated affiliates in the accompanying condensed consolidated balance sheets.

Parkdale America, LLC

PAL is a limited liability company treated as a partnership for income tax reporting purposes.  UNIFI accounts for its investment in PAL using the equity method of accounting.  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. The derivative instruments used are listed and traded on an exchange and are valued using quoted prices classified within Level 1 of the fair value hierarchy.  As of December 30, 2018,September 29, 2019, PAL had no futures contracts designated as cash flow hedges.

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

 

Underlying equity as of December 30, 2018

 

$

129,013

 

Underlying equity as of September 29, 2019

 

$

118,707

 

Initial excess capital contributions

 

 

53,363

 

 

 

53,363

 

Impairment charge recorded by UNIFI in fiscal 2007

 

 

(74,106

)

 

 

(74,106

)

Anti-trust lawsuit against PAL in which UNIFI did not participate

 

 

2,652

 

 

 

2,652

 

Investment as of December 30, 2018

 

$

110,922

 

Investment as of September 29, 2019

 

$

100,616

 

U.N.F. Industries, Ltd.

Raw material and production services for UNF are provided by Nilit Ltd. 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.

13


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

UNF America LLC

Raw material and production services for UNFA are provided by Nilit America Inc. under separate supply and services agreements.  UNFA’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.

13


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

In conjunction with the formation of UNFA, UNIFI entered into a supply agreement with UNF and UNFA whereby UNIFI agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNFA.  The supply agreement has no stated minimum purchase quantities and pricing is negotiated every six months, based on market rates.  As of December 30, 2018,September 29, 2019, UNIFI’s open purchase orders related to this supply agreement were $9,660.$3,143.

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

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

UNF

 

$

1,006

 

 

$

1,141

 

 

$

495

 

 

$

486

 

UNFA

 

 

12,558

 

 

 

10,406

 

 

 

4,448

 

 

 

5,530

 

Total

 

$

13,564

 

 

$

11,547

 

 

$

4,943

 

 

$

6,016

 

 

As of December 30, 2018September 29, 2019 and June 24, 2018,30, 2019, UNIFI had combined accounts payable due to UNF and UNFA of $3,264$1,708 and $2,301,$1,728, respectively.

UNIFI has determined that UNF and UNFA are variable interest entities and that UNIFI is the primary beneficiary of these entities, based on the terms of the supply agreement discussed above.  As a result, these entities should be consolidated with UNIFI’s financial results.  As UNIFI purchases substantially all of the output from the two entities, the two entities’ balance sheets constitute 3% or less of UNIFI’s current assets, total assets and total liabilities, and such balances are not expected to comprise a larger portion in the future, UNIFI has not included the accounts of UNF and UNFA in its consolidated financial statements.  The financial results of UNF and UNFA are included in UNIFI’s consolidated financial statements with a one-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with UNIFI’s accounting policy.  Other than the supply agreement discussed above, UNIFI does not provide any other commitments or guarantees related to either UNF or UNFA.

Condensed balance sheet and income statement information for UNIFI’s unconsolidated affiliates (including reciprocal balances) is presented in the tables below.  PAL is defined as significant and its information is separately disclosed. PAL does not meet the criteria for segment reporting.

 

 

As of December 30, 2018

 

 

As of June 24, 2018

 

 

As of September 29, 2019

 

 

As of June 30, 2019

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

Current assets

 

$

298,674

 

 

$

9,000

 

 

$

307,674

 

 

$

289,683

 

 

$

7,598

 

 

$

297,281

 

 

$

268,804

 

 

$

6,311

 

 

$

275,115

 

 

$

299,610

 

 

$

7,218

 

 

$

306,828

 

Noncurrent assets

 

 

156,468

 

 

 

780

 

 

 

157,248

 

 

 

162,242

 

 

 

875

 

 

 

163,117

 

 

 

159,813

 

 

 

648

 

 

 

160,461

 

 

 

158,304

 

 

 

696

 

 

 

159,000

 

Current liabilities

 

 

72,544

 

 

 

4,388

 

 

 

76,932

 

 

 

71,026

 

 

 

3,722

 

 

 

74,748

 

 

 

76,280

 

 

 

2,991

 

 

 

79,271

 

 

 

70,875

 

 

 

4,069

 

 

 

74,944

 

Noncurrent liabilities

 

 

3,153

 

 

 

 

 

 

3,153

 

 

 

3,389

 

 

 

 

 

 

3,389

 

 

 

3,201

 

 

 

 

 

 

3,201

 

 

 

3,252

 

 

 

 

 

 

3,252

 

Shareholders’ equity and capital

accounts

 

 

379,445

 

 

 

5,392

 

 

 

384,837

 

 

 

377,510

 

 

 

4,751

 

 

 

382,261

 

 

 

349,136

 

 

 

3,968

 

 

 

353,104

 

 

 

383,787

 

 

 

3,845

 

 

 

387,632

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNIFI’s portion of undistributed

earnings

 

 

42,044

 

 

 

1,357

 

 

 

43,401

 

 

 

41,429

 

 

 

887

 

 

 

42,316

 

 

 

31,732

 

 

 

995

 

 

 

32,727

 

 

 

43,343

 

 

 

821

 

 

 

44,164

 

 

 

For the Three Months Ended December 30, 2018

 

 

For the Three Months Ended December 24, 2017

 

 

For the Three Months Ended September 29, 2019

 

 

For the Three Months Ended September 30, 2018

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

Net sales

 

$

191,150

 

 

$

7,274

 

 

$

198,424

 

 

$

176,577

 

 

$

6,756

 

 

$

183,333

 

 

$

199,167

 

 

$

4,661

 

 

$

203,828

 

 

$

210,502

 

 

$

5,765

 

 

$

216,267

 

Gross profit

 

 

5,695

 

 

 

1,484

 

 

 

7,179

 

 

 

2,379

 

 

 

1,628

 

 

 

4,007

 

 

 

1,071

 

 

 

541

 

 

 

1,612

 

 

 

4,508

 

 

 

954

 

 

 

5,462

 

Income (loss) from operations

 

 

1,163

 

 

 

1,039

 

 

 

2,202

 

 

 

(1,922

)

 

 

1,185

 

 

 

(737

)

Net income (loss)

 

 

2,241

 

 

 

1,115

 

 

 

3,356

 

 

 

(1,398

)

 

 

1,198

 

 

 

(200

)

(Loss) income from operations

 

 

(3,275

)

 

 

112

 

 

 

(3,163

)

 

 

632

 

 

 

513

 

 

 

1,145

 

Net (loss) income

 

 

(3,455

)

 

 

124

 

 

 

(3,331

)

 

 

(49

)

 

 

526

 

 

 

477

 

Depreciation and amortization

 

 

10,817

 

 

 

47

 

 

 

10,864

 

 

 

10,885

 

 

 

47

 

 

 

10,932

 

 

 

10,631

 

 

 

47

 

 

 

10,678

 

 

 

10,474

 

 

 

48

 

 

 

10,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received by PAL under

cotton rebate program

 

 

3,402

 

 

 

 

 

 

3,402

 

 

 

4,701

 

 

 

 

 

 

4,701

 

 

 

3,693

 

 

 

 

 

 

3,693

 

 

 

2,318

 

 

 

 

 

 

2,318

 

Earnings recognized by PAL for

cotton rebate program

 

 

3,035

 

 

 

 

 

 

3,035

 

 

 

3,191

 

 

 

 

 

 

3,191

 

 

 

3,588

 

 

 

 

 

 

3,588

 

 

 

3,214

 

 

 

 

 

 

3,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

126

 

 

 

 

 

 

126

 

 

 

 

 

 

1,500

 

 

 

1,500

 

 

 

10,437

 

 

 

 

 

 

10,437

 

 

 

4

 

 

 

500

 

 

 

504

 

 

14


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

 

For the Six Months Ended December 30, 2018

 

 

For the Six Months Ended December 24, 2017

 

 

 

PAL

 

 

Other

 

 

Total

 

 

PAL

 

 

Other

 

 

Total

 

Net sales

 

$

401,652

 

 

$

13,039

 

 

$

414,691

 

 

$

379,368

 

 

$

12,449

 

 

$

391,817

 

Gross profit

 

 

10,203

 

 

 

2,438

 

 

 

12,641

 

 

 

16,089

 

 

 

2,582

 

 

 

18,671

 

Income from operations

 

 

1,795

 

 

 

1,551

 

 

 

3,346

 

 

 

8,034

 

 

 

1,694

 

 

 

9,728

 

Net income

 

 

2,192

 

 

 

1,641

 

 

 

3,833

 

 

 

6,948

 

 

 

1,716

 

 

 

8,664

 

Depreciation and amortization

 

 

21,291

 

 

 

95

 

 

 

21,386

 

 

 

20,485

 

 

 

94

 

 

 

20,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received by PAL under

   cotton rebate program

 

 

5,720

 

 

 

 

 

 

5,720

 

 

 

6,942

 

 

 

 

 

 

6,942

 

Earnings recognized by PAL for

   cotton rebate program

 

 

6,249

 

 

 

 

 

 

6,249

 

 

 

6,446

 

 

 

 

 

 

6,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

130

 

 

 

500

 

 

 

630

 

 

 

7,178

 

 

 

1,500

 

 

 

8,678

 

19.20.  Commitments and Contingencies

Collective Bargaining Agreements

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

14


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Environmental

On September 30, 2004, UNIFIUnifi Kinston, LLC (“UK”), a subsidiary of Unifi, Inc., completed its acquisition of 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 (the “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 and the North Carolina Department of Environmental Quality (“DEQ”) pursuant to the Resource Conservation and Recovery Act Corrective Action program.  The program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and remediate the AOCs to comply with applicable regulatory standards.  Effective March 20, 2008, UNIFIUK entered into a lease termination agreement associated with conveyance of certain assets at the Kinston site to DuPont.  This agreement terminated the Ground Lease and relieved UNIFIUK of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UNIFI’sUK’s period of operation of the Kinston site, which was from 2004 to 2008.  At this time, UNIFI 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.

UNIFIUK continues to own property (the “Kentec site”) acquired in the 2004 transaction with INVISTA that has contamination from DuPont’s prior operations and is monitored by DEQ.  ThisThe Kentec site has been remediated by DuPont, and DuPont has received authority from DEQ to discontinue further remediation, other than natural attenuation.  Prior to transfer of responsibility to UNIFI,UK, DuPont hasand UK had a duty to monitor and report the environmental status of the Kentec site to DEQ. UNIFI expects

Effective April 10, 2019, UK assumed sole remediator responsibility of the Kentec site pursuant to assume that responsibility by the endits contractual obligations with INVISTA and received $180 of its third quarter of fiscal 2019 and will be entitled to receive from DuPont seven years ofnet monitoring and reporting costs less certain adjustments. At that time,due from DuPont.  In connection with monitoring, UK expects to sample and report to DEQ annually. UNIFI expects to assume responsibility for any futureno active site remediation of the site. At this time, UNIFIwill be required and has no basis to determine if or when it will have any obligation to perform further remediation or the potential cost thereof.

Leases

UNIFI 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.  

UNIFI has assumed various financial obligations and commitments in the normal course of its operating and financing activities.  Financial obligations are considered to represent known future cash paymentscosts that UNIFI is required to make under existing contractual arrangements, such as debt and lease agreements.may be associated with active remediation.

 

20.21.  Related Party Transactions

For details regarding the nature of certain related party relationships, see Note 24,25, “Related Party Transactions,” to the consolidated financial statements in the 20182019 Form 10-K.

There were no related party receivables as of December 30, 2018September 29, 2019 or June 24, 2018.30, 2019.

 

Related party payables consists of the following:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Salem Leasing Corporation (included within accounts payable)

 

$

283

 

 

$

306

 

 

$

351

 

 

$

634

 

Salem Leasing Corporation (capital lease obligation)

 

 

844

 

 

 

875

 

Salem Leasing Corporation (operating lease obligations)

 

 

3,625

 

 

 

 

Salem Leasing Corporation (finance lease obligations)

 

 

1,663

 

 

 

806

 

Total related party payables

 

$

1,127

 

 

$

1,181

 

 

$

5,639

 

 

$

1,440

 

 

15


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

Related party transactions in excess of $120 for the current or prior two fiscal years consist of the following amounts for the periods presented:include:

 

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

 

For the Three Months Ended

 

Affiliated Entity

 

Transaction Type

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

 

Transaction Type

 

September 29, 2019

 

 

September 30, 2018

 

Salem Leasing Corporation

 

Transportation equipment costs and capital lease debt service

 

$

1,019

 

 

$

969

 

 

$

2,040

 

 

$

1,950

 

 

Transportation equipment costs and finance lease debt service

 

$

1,008

 

 

$

1,021

 

Salem Global Logistics, Inc.

 

Freight service income

 

 

 

 

 

50

 

 

 

 

 

 

92

 

 

21.22.  Business Segment Information

UNIFI defines operating segments as components of the organization for which discrete financial information is available and operating results are evaluated on a regular basis by UNIFI’s Chief Executive Officer,principal executive officer, who is the chief operating decision maker (the “CODM”), in order to assess performance and allocate resources. Characteristics of the organization which were relied upon in making the determination of reportable segments include the nature of the products sold, the organization’s internal structure, the trade policies in the geographic regions in which UNIFI operates, and the information that is regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

UNIFI’s operating segments are aggregated into threefour reportable segments (the Polyester Segment, the Nylon Segment, the Brazil Segment and the InternationalAsia Segment) based on similarities between the operating segments’ economic characteristics, nature of products sold, type of customer, methods of distribution and regulatory environment.

The operations within the Polyester Segment exhibit similar long-term economic characteristics and primarily sell into an economic trading zone covered by the North American Free Trade Agreement (“NAFTA”) and the Dominican Republic—Central America Free Trade Agreement (“CAFTA-DR”) (collectively, the regions comprising these economic trading zones are referred to as “NACA”) to similar customers utilizing similar methods of distribution. These operations derive revenues primarily from polyester-based products with sales primarily to other yarn manufacturers and knitters and weavers that produce yarn and/or fabric for the apparel, hosiery, automotive, home furnishings, automotive, industrial and other end-use markets. The Polyester Segment consists of sales and manufacturing operations in the United StatesU.S. and El Salvador.

The operations within the Nylon Segment exhibit similar long-term economic characteristics and primarily sell into the NACA region to similar customers utilizing similar methods of distribution. These operations derive revenues primarily from nylon-based products with sales to knitters and weavers that produce fabric primarily for the apparel and hosiery markets.  The Nylon Segment includes an immaterial operating segment

The operations within the Nylon Segment exhibit similar long-term economic characteristics and primarily sell into an economic trading zone covered by NAFTA and CAFTA-DR15


Unifi, Inc.

Notes to similar customers utilizing similar methods of distribution. The Nylon Segment includes an immaterial operating segment in Colombia that sells similar nylon-based textile products to similar customers in Colombia and Mexico utilizing similar methods of distribution. These operations derive revenues primarily from nylon-based products 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 United States and Colombia.Condensed Consolidated Financial Statements (Continued)

(Unaudited)

in Colombia that sells similar nylon-based textile products to similar customers in Colombia and Mexico utilizing similar methods of distribution.  The Nylon Segment consists of sales and manufacturing operations in the U.S. and Colombia.

The operations within the International Segment exhibit similar long-term economic characteristics and sell to similar customers utilizing similar methods of distribution in geographic regions that are outside of the NAFTA and CAFTA-DR economic trading zone. The InternationalBrazil Segment primarily sells polyester-based products to knitters and weavers that produce fabric for the apparel, automotive, home furnishings, industrial and other end-use markets primarilyprincipally in the South American and Asian regions.America.  The InternationalBrazil Segment includes a manufacturing location in Brazil and sales offices in Brazil,Brazil.

The operations within the Asia Segment exhibit similar long-term economic characteristics and sell to similar customers utilizing similar methods of distribution primarily in Asia and Europe, which are outside of the NACA region. The Asia Segment primarily sells polyester-based products to knitters and weavers that produce fabric for the apparel, automotive, home furnishings, automotive, industrial and other end-use markets principally in Asia.  The Asia Segment includes sales offices in China and Sri Lanka.

In addition to UNIFI’s reportable segments, the selected financial information presented below includes an All Other category. All Other consists primarily of for-hire transportation services. For-hire transportation services revenue is derived from performing common carrier services utilizing UNIFI’s fleet of transportation equipment.

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

UNIFI 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 best aligns segment reporting with the current assessments and evaluations performed by, and information provided to, the CODM.

The accounting policies for the segments are consistent with UNIFI’s accounting policies.  Intersegment sales are omitted from the below financial information,segment disclosures, as they are (i) insignificant to UNIFI’s segments and eliminated from consolidated reporting and (ii) excluded from segment evaluations performed by the CODM.

Selected financial information is presented below:

 

 

For the Three Months Ended December 30, 2018

 

 

For the Three Months Ended September 29, 2019

 

 

Polyester

 

 

Nylon

 

 

International

 

 

All Other

 

 

Total

 

 

Polyester

 

 

Nylon

 

 

Brazil

 

 

Asia

 

 

All Other

 

 

Total

 

Net sales

 

$

85,789

 

 

$

22,647

 

 

$

58,237

 

 

$

1,038

 

 

$

167,711

 

 

$

88,695

 

 

$

20,202

 

 

$

24,172

 

 

$

45,957

 

 

$

923

 

 

$

179,949

 

Cost of sales

 

 

83,820

 

 

 

20,615

 

 

 

48,161

 

 

 

959

 

 

 

153,555

 

 

 

80,900

 

 

 

19,024

 

 

 

20,013

 

 

 

41,675

 

 

 

894

 

 

 

162,506

 

Gross profit

 

 

1,969

 

 

 

2,032

 

 

 

10,076

 

 

 

79

 

 

 

14,156

 

 

 

7,795

 

 

 

1,178

 

 

 

4,159

 

 

 

4,282

 

 

 

29

 

 

 

17,443

 

Segment depreciation expense

 

 

3,937

 

 

 

499

 

 

 

367

 

 

 

68

 

 

 

4,871

 

 

 

4,041

 

 

 

491

 

 

 

375

 

 

 

 

 

 

39

 

 

 

4,946

 

Segment Profit

 

$

5,906

 

 

$

2,531

 

 

$

10,443

 

 

$

147

 

 

$

19,027

 

 

$

11,836

 

 

$

1,669

 

 

$

4,534

 

 

$

4,282

 

 

$

68

 

 

$

22,389

 

 

 

For the Three Months Ended September 30, 2018

 

 

 

Polyester

 

 

Nylon

 

 

Brazil

 

 

Asia

 

 

All Other

 

 

Total

 

Net sales

 

$

100,131

 

 

$

27,949

 

 

$

26,913

 

 

$

25,440

 

 

$

1,178

 

 

$

181,611

 

Cost of sales

 

 

92,330

 

 

 

25,805

 

 

 

20,495

 

 

 

21,908

 

 

 

1,054

 

 

 

161,592

 

Gross profit

 

 

7,801

 

 

 

2,144

 

 

 

6,418

 

 

 

3,532

 

 

 

124

 

 

 

20,019

 

Segment depreciation expense

 

 

4,252

 

 

 

561

 

 

 

359

 

 

 

 

 

 

75

 

 

 

5,247

 

Segment Profit

 

$

12,053

 

 

$

2,705

 

 

$

6,777

 

 

$

3,532

 

 

$

199

 

 

$

25,266

 

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

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Polyester

 

$

7,795

 

 

$

7,801

 

Nylon

 

 

1,178

 

 

 

2,144

 

Brazil

 

 

4,159

 

 

 

6,418

 

Asia

 

 

4,282

 

 

 

3,532

 

All Other

 

 

29

 

 

 

124

 

Segment gross profit

 

 

17,443

 

 

 

20,019

 

Selling, general and administrative expenses

 

 

10,980

 

 

 

14,411

 

Provision for bad debts

 

 

9

 

 

 

131

 

Other operating expense (income), net

 

 

108

 

 

 

(240

)

Operating income

 

 

6,346

 

 

 

5,717

 

Interest income

 

 

(210

)

 

 

(147

)

Interest expense

 

 

1,257

 

 

 

1,467

 

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

(239

)

Income before income taxes

 

$

4,433

 

 

$

4,636

 

16


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

 

For the Three Months Ended December 24, 2017

 

 

 

Polyester

 

 

Nylon

 

 

International

 

 

All Other

 

 

Total

 

Net sales

 

$

90,316

 

 

$

25,103

 

 

$

51,046

 

 

$

1,013

 

 

$

167,478

 

Cost of sales

 

 

81,740

 

 

 

22,027

 

 

 

40,072

 

 

 

963

 

 

 

144,802

 

Gross profit

 

 

8,576

 

 

 

3,076

 

 

 

10,974

 

 

 

50

 

 

 

22,676

 

Segment depreciation expense

 

 

3,973

 

 

 

552

 

 

 

397

 

 

 

64

 

 

 

4,986

 

Segment Profit

 

$

12,549

 

 

$

3,628

 

 

$

11,371

 

 

$

114

 

 

$

27,662

 

 

 

For the Six Months Ended December 30, 2018

 

 

 

Polyester

 

 

Nylon

 

 

International

 

 

All Other

 

 

Total

 

Net sales

 

$

185,920

 

 

$

50,596

 

 

$

110,590

 

 

$

2,216

 

 

$

349,322

 

Cost of sales

 

 

177,223

 

 

 

46,420

 

 

 

89,491

 

 

 

2,013

 

 

 

315,147

 

Gross profit

 

 

8,697

 

 

 

4,176

 

 

 

21,099

 

 

 

203

 

 

 

34,175

 

Segment depreciation expense

 

 

8,189

 

 

 

1,060

 

 

 

726

 

 

 

143

 

 

 

10,118

 

Segment Profit

 

$

16,886

 

 

$

5,236

 

 

$

21,825

 

 

$

346

 

 

$

44,293

 

 

 

For the Six Months Ended December 24, 2017

 

 

 

Polyester

 

 

Nylon

 

 

International

 

 

All Other

 

 

Total

 

Net sales

 

$

178,054

 

 

$

51,930

 

 

$

99,705

 

 

$

2,031

 

 

$

331,720

 

Cost of sales

 

 

160,565

 

 

 

45,540

 

 

 

77,733

 

 

 

1,914

 

 

 

285,752

 

Gross profit

 

 

17,489

 

 

 

6,390

 

 

 

21,972

 

 

 

117

 

 

 

45,968

 

Segment depreciation expense

 

 

7,840

 

 

 

1,089

 

 

 

813

 

 

 

129

 

 

 

9,871

 

Segment Profit

 

$

25,329

 

 

$

7,479

 

 

$

22,785

 

 

$

246

 

 

$

55,839

 

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

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

Polyester

 

$

1,969

 

 

$

8,576

 

 

$

8,697

 

 

$

17,489

 

Nylon

 

 

2,032

 

 

 

3,076

 

 

 

4,176

 

 

 

6,390

 

International

 

 

10,076

 

 

 

10,974

 

 

 

21,099

 

 

 

21,972

 

All Other

 

 

79

 

 

 

50

 

 

 

203

 

 

 

117

 

Segment gross profit

 

 

14,156

 

 

 

22,676

 

 

 

34,175

 

 

 

45,968

 

Selling, general and administrative expenses

 

 

14,822

 

 

 

14,626

 

 

 

29,233

 

 

 

27,489

 

Provision (benefit) for bad debts

 

 

32

 

 

 

(72

)

 

 

163

 

 

 

(131

)

Other operating expense (income), net

 

 

99

 

 

 

348

 

 

 

(141

)

 

 

663

 

Operating (loss) income

 

 

(797

)

 

 

7,774

 

 

 

4,920

 

 

 

17,947

 

Interest income

 

 

(152

)

 

 

(181

)

 

 

(299

)

 

 

(262

)

Interest expense

 

 

1,355

 

 

 

1,190

 

 

 

2,822

 

 

 

2,375

 

Loss on extinguishment of debt

 

 

131

 

 

 

 

 

 

131

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(1,014

)

 

 

(211

)

 

 

(1,253

)

 

 

(3,298

)

(Loss) income before income taxes

 

$

(1,117

)

 

$

6,976

 

 

$

3,519

 

 

$

19,132

 

 

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

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Polyester

 

$

283,249

 

 

$

284,261

 

 

$

294,163

 

 

$

287,608

 

Nylon

 

 

61,517

 

 

 

57,378

 

 

 

54,947

 

 

 

57,055

 

International

 

 

96,648

 

 

 

95,006

 

Brazil

 

 

65,598

 

 

 

67,490

 

Asia

 

 

40,599

 

 

 

35,219

 

Segment total assets

 

 

441,414

 

 

 

436,645

 

 

 

455,307

 

 

 

447,372

 

Other current assets

 

 

17,222

 

 

 

30,945

 

 

 

8,857

 

 

 

10,327

 

Other PP&E

 

 

18,740

 

 

 

17,373

 

 

 

19,278

 

 

 

18,664

 

Other non-current operating lease assets

 

 

3,366

 

 

 

 

Other non-current assets

 

 

3,389

 

 

 

4,205

 

 

 

1,631

 

 

 

1,468

 

Investments in unconsolidated affiliates

 

 

113,618

 

 

 

112,639

 

 

 

102,601

 

 

 

114,320

 

Total assets

 

$

594,383

 

 

$

601,807

 

 

$

591,040

 

 

$

592,151

 

17


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

 

22.23.  Supplemental Cash Flow Information

Cash payments (refunds) for interest and taxes consist of the following: 

 

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Interest, net of capitalized interest of $123 and $85, respectively

 

$

2,876

 

 

$

2,130

 

Income tax payments, net

 

 

474

 

 

 

5,340

 

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Interest, net of capitalized interest of $31 and $59, respectively

 

$

1,290

 

 

$

1,627

 

Income tax payments (refunds), net

 

 

1,275

 

 

 

(4,204

)

 

Cash payments for taxes shown above consist primarily of income and withholding tax payments made by UNIFI in both U.S. and foreign jurisdictions, net of refunds.  Cash refunds of taxes shown above consist primarily of refunds received in the U.S.

Non-Cash Investing and Financing Activities

As of DecemberSeptember 29, 2019 and June 30, 2019, $847 and $1,329, respectively, were included in accounts payable for unpaid capital expenditures. As of September 30, 2018 and June 24, 2018, $1,702$1,607 and $3,187, respectively, were included in accounts payable for unpaid capital expenditures. As of December 24, 2017

Non-cash investing and June 25, 2017, $2,610 and $3,234, respectively, were includedfinancing activities related to leases have been disclosed in accounts payable for unpaid capital expenditures.Note 4, “Leases.”

 

 


Item 2.

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 UNIFI’s operations, along with material changes in financial condition, during the periods included in the accompanying condensed consolidated financial statements. A reference to a “note” in this section refers to the accompanying notes to condensed consolidated financial statements. A reference to the “current period” refers to the three-month period ended December 30, 2018,September 29, 2019, while a reference to the “prior period” refers to the three-month period ended December 24, 2017.  A reference to the “current six-month period” refers to the six-month period ended DecemberSeptember 30, 2018, while a reference to the “prior six-month period” refers to the six-month period ended December 24, 2017.2018.  Such references may be accompanied by certain phrases for added clarity. The current period and the prior period each consisted of 13 fiscal weeks.  The current six-month period consisted of 27 fiscal weeks while the prior six-month period consisted of 26 fiscal weeks.  UNIFI’s seasonal shutdown period (which typically occurs around December 25 each year) (the “seasonal shutdown period”) occurred during the current period but fell immediately after the prior period.  Accordingly, the current period included approximately one less shipping week than the prior period, while the number of shippingand 14 weeks, were approximately equal for the current six-month period and the prior six-month period.respectively.  

Our discussions in this Item 2 focus on our results during, or as of, the three months ended September 29, 2019 and six months ended DecemberSeptember 30, 2018, and December 24, 2017, and, to the extent applicable, any material changes from the information discussed in the 20182019 Form 10-K or other important intervening developments or information.  These discussions should be read in conjunction with the 20182019 Form 10-K for more detailed and background information about our business, operations and financial condition.

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

Overview and Significant General Matters

UNIFI’s business focuses on delivering products and solutions to customers and brand partners throughout the world, leveraging our internal manufacturing capabilities and an enhanced global supply chain that delivers a diverse range of synthetic and recycled fibers and polymers. This strategic and synergistic focus includes three supporting pillars: (1) engaging in strategic relationships with like-minded entities, (2) growing our existing portfolio of technologies and capabilities and (3) expanding our supply chain to best serve our direct and indirect customers. We refer to this three-pillared strategy as our “Partner, Innovate and direct customers.Build” strategy. UNIFI remains committed to these strategic initiatives,this strategy, which it believes will increase profitability and generate improved cash flows from operations.

UNIFI has threefour reportable segments for its operations – the Polyester Segment, the Nylon Segment, the Brazil Segment and the InternationalAsia Segment – as well as certain ancillary operations that include for-hire transportation services, which comprise an All Other category. The ancillary operations classified within All Other are insignificant for all periods presented; therefore, UNIFI’s discussion and analysis of those activities is generally limited to their impact on consolidated results, where appropriate. In discussion of its operating results in this report, UNIFI refers to its operations in the “NACA” region, which is the region comprised of the trade zones covered by NAFTA and CAFTA-DR.

Significant highlightsgeneral matters for the current period and the current six-month period include the following, each of which is addressed in more detail below:

Netnet sales for the current period increased $233,decreased $1,662, or 0.1%0.9%, to $167,711,$179,949, compared to $167,478$181,611 for the prior period, and increased $5,500, or 3.3%, when excluding the impact of foreign currency translation;period;

Net sales for the current six-month period increased $17,602, or 5.3%, to $349,322, compared to $331,720 for the prior six-month period, and increased $29,520, or 8.9%, when excluding the impact of foreign currency translation;

Revenuesrevenues from PVA products for the current period grew 2.4%approximately 26% compared to the prior period (or 5.9% when excluding the impact of foreign currency translation), and represented approximately 47%54% of consolidated net sales;

Gross margin was 8.4%sales for the current period compared to 13.5%43% for the prior period, and was 9.8% for the current six-month period, compared to 13.9% for the prior six-month period;

Operating (loss) incomegross margin was ($797)9.7% for the current period, compared to $7,77411.0% for the prior period, and was $4,920 for the current six-month period, compared to $17,947 for the prior six-month period; and

Diluted EPSoperating income was $0.06$6,346 for the current period, compared to $0.63$5,717 for the prior period,period; and

diluted EPS was $0.16$0.20 for the current six-month period, compared to $1.12$0.10 for the prior six-month period.

Consistent withDuring the market and financial trends that have affected its business in the last several quarters, UNIFI continued to experience a number of challenges. External pressures in the regional business included elevated raw material costs andcurrent period, (i) UNIFI’s NACA operations faced suppressed demand for certain texturedyarns and covered yarns. The volatile nature of these external pressures made navigating the regional environment even more difficult. Internal pressures included the implementation of selling(ii) UNIFI’s operations in Brazil experienced a weaker gross margin as market price increases that left us less competitive, elevated inventory levels, and the result of weaker leverage of our cost structure. The combination of these external and internal pressures caused weaker fixed cost absorption and lower operating margins.

UNIFI experienced risingdeclines (in connection with declining raw material costs throughout most of calendar 2018, which peaked in October 2018.  By November 2018,costs) outpaced inventory turnover.

However, UNIFI experienced a pullback in those costs. As a result, UNIFI expectsachieved favorable operating results and overall improvement compared to the third quarter of fiscal 2019 to show a moderate gross margin recapture from this recent decline in raw material costs and improvedprior period, despite one less sales volumes from both the impact of (i) historical second-half seasonality and (ii) an additional shipping week in the third quarter dueNACA region.  The improvement was primarily attributable to (i) a declining raw material cost environment that benefited our NACA operations and (ii) lower selling, general and administrative expenses (“SG&A”) resulting from cost reduction efforts that began in the timingsecond half of fiscal 2019.

Additionally, UNIFI’s operating cash flows and net debt (debt principal less cash and cash equivalents) improved significantly during the seasonal shutdown period.current period as a result of better working capital management and $10,437 of distributions from PAL.

UNIFI remains committed to pursuing relief from the competitive pressures that have resulted from the elevated levels of low-cost and subsidized polyester textured yarn entering the U.S. market from countries such as China and India. In connection with the anti-dumping and countervailing duties petitions we filed in October 2018, the preliminary duties imposed by the U.S. Department of Commerce during calendar 2019 have the potential to significantly improve UNIFI’s market share and competitive position against such imported yarns. Such an improvement could lead to better fixed cost leverage and higher gross margins for our NACA operations. While final determinations are expected at the end of calendar 2019, the positive announcements from the U.S. Department of Commerce earlier in calendar 2019 are critical steps in UNIFI’s efforts to better compete against imported yarns that have flooded the U.S. market in recent years.

Key Performance Indicators and Non-GAAP Financial Measures

UNIFI continuously reviews performance indicators to measure its success.  These performance indicators form the basis of management’s discussion and analysis included below:

sales volume and revenue for UNIFI and for each reportable segment;

gross profit and gross margin for UNIFI and for each reportable segment;

Netnet income and diluted EPS;

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


 

Segment Profit,unit conversion margin, which represents segment gross profit plus segment depreciation expense;unit net sales price less unit raw material costs, for UNIFI and for each reportable segment;

unit conversion margin, which represents unit net sales price less unit raw material costs, for UNIFI and for each reportable segment;

working capital, which represents current assets less current liabilities;

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), which represents Net income before net interest expense, income tax expense and depreciation and amortization expense;

Adjusted EBITDA, which represents EBITDA adjusted to exclude equity in (earnings) loss of PAL, and, from time to time, certain other adjustments necessary to understand and compare the underlying results of UNIFI; and

Adjusted Working Capital, (receivableswhich equals receivables plus inventoryinventories and other current assets, less accounts payable and accrued expenses).expenses; and

Net Debt, which represents debt principal less cash and cash equivalents.

EBITDA, Adjusted EBITDA, and Adjusted Working Capital and Net Debt (collectively, the “non-GAAP financial measures”) are not determined in accordance with GAAP and should not be considered a substitute for performance measures determined in accordance with GAAP. The calculations of the non-GAAP financial measures are subjective, based on management’s belief as to which items should be included or excluded in order to provide the most reasonable and comparable view of the underlying operating performance of the business. We may, from time to time, modify the amounts used to determine our non-GAAP financial measures. When applicable, management’s discussion and analysis includes specific consideration for items that comprise the reconciliations of its non-GAAP financial measures.

We believe that these non-GAAP financial measures better reflect UNIFI’s underlying operations and performance and that their use, as operating performance measures, provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets, among otherwise comparable companies.

Management uses Adjusted EBITDA (i) as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, as it removes the impact of (a) items directly related to our asset base (primarily depreciation and amortization) and (b) items that we would not expect to occur as a part of our normal business on a regular basis; (ii) for planning purposes, including the preparation of our annual operating budget; (iii) as a valuation measure for evaluating our operating performance and our capacity to incur and service debt, fund capital expenditures and expand our business; and (iv) as one measure in determining the value of other acquisitions and dispositions. Adjusted EBITDA is a key performance metric utilized in the determination of variable compensation. We also believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because it serves as a high-level proxy for cash generated from operations and is relevant to our fixed charge coverage ratio.Fixed Charge Coverage Ratio (as defined in the Credit Agreement). Equity in (earnings) loss of PAL is excluded from Adjusted EBITDA because such results do not reflect our operating performance.

Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventoryinventories and receivables.  In the first quarter of fiscal 2019, in connection with changes

Management uses Net Debt as a liquidity and leverage metric to balance sheet presentation required by the adoption of the New Revenue Recognition Guidance, UNIFI updated the definition of Adjusted Working Capitaldetermine how much debt would remain if all cash and cash equivalents were used to include other current assets for current and historical calculations of the non-GAAP financial measure. Other current assets includes amounts capitalized for future conversion into inventory or receivables (e.g., vendor deposits and contract assets), and management believes that its inclusion in the definition of Adjusted Working Capital improves the understanding of UNIFI capital that is supporting production and sales activity.pay down debt principal.

Non-GAAP Reconciliations

EBITDA and Adjusted EBITDA

The reconciliations of the amounts reported under GAAP for Net income to EBITDA and Adjusted EBITDA are as follows:

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

December 30, 2018

 

 

December 24, 2017

 

Net income

 

$

1,171

 

 

$

11,802

 

 

$

2,983

 

 

$

20,762

 

Interest expense, net

 

 

1,203

 

 

 

1,009

 

 

 

2,523

 

 

 

2,113

 

(Benefit) provision for income taxes

 

 

(2,288

)

 

 

(4,826

)

 

 

536

 

 

 

(1,630

)

Depreciation and amortization expense

 

 

5,532

 

 

 

5,532

 

 

 

11,480

 

 

 

10,949

 

EBITDA

 

 

5,618

 

 

 

13,517

 

 

 

17,522

 

 

 

32,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in (earnings) loss of PAL

 

 

(762

)

 

 

376

 

 

 

(745

)

 

 

(2,478

)

EBITDA excluding PAL

 

 

4,856

 

 

 

13,893

 

 

 

16,777

 

 

 

29,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other adjustments (1)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

4,856

 

 

$

13,893

 

 

$

16,777

 

 

$

29,716

 

(1)

For the current periods and the prior periods, no other adjustments were necessary to reconcile Net income to Adjusted EBITDA.

Amounts presented in the reconciliations above may not be consistent with amounts included in the accompanying condensed consolidated financial statements. Any such inconsistencies are insignificant and are integral to the reconciliations.

Working Capital and Adjusted Working Capital

See the discussion under the heading ���Working Capital” within “Liquidity and Capital Resources” below.


Review of Results of Operations

Three Months Ended December 30, 2018September 29, 2019 Compared to Three Months Ended December 24, 2017September 30, 2018

Consolidated Overview

The components of Net income, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts, are as follows:

 

 

For the Three Months Ended

 

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

167,711

 

 

 

100.0

 

 

$

167,478

 

 

 

100.0

 

 

 

0.1

 

Cost of sales

 

 

153,555

 

 

 

91.6

 

 

 

144,802

 

 

 

86.5

 

 

 

6.0

 

Gross profit

 

 

14,156

 

 

 

8.4

 

 

 

22,676

 

 

 

13.5

 

 

 

(37.6

)

Selling, general and administrative expenses

 

 

14,822

 

 

 

8.8

 

 

 

14,626

 

 

 

8.7

 

 

 

1.3

 

Provision (benefit) for bad debts

 

 

32

 

 

 

 

 

 

(72

)

 

 

 

 

 

(144.4

)

Other operating expense, net

 

 

99

 

 

 

0.1

 

 

 

348

 

 

 

0.2

 

 

 

(71.6

)

Operating (loss) income

 

 

(797

)

 

 

(0.5

)

 

 

7,774

 

 

 

4.6

 

 

 

(110.3

)

Interest expense, net

 

 

1,203

 

 

 

0.7

 

 

 

1,009

 

 

 

0.6

 

 

 

19.2

 

Loss on extinguishment of debt

 

 

131

 

 

 

0.1

 

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(1,014

)

 

 

(0.6

)

 

 

(211

)

 

 

(0.1

)

 

nm

 

(Loss) income before income taxes

 

 

(1,117

)

 

 

(0.7

)

 

 

6,976

 

 

 

4.1

 

 

 

(116.0

)

Benefit for income taxes

 

 

(2,288

)

 

 

(1.4

)

 

 

(4,826

)

 

 

(2.9

)

 

 

(52.6

)

Net income

 

$

1,171

 

 

 

0.7

 

 

$

11,802

 

 

 

7.0

 

 

 

(90.1

)

 

 

For the Three Months Ended

 

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

179,949

 

 

 

100.0

 

 

$

181,611

 

 

 

100.0

 

 

 

(0.9

)

Cost of sales

 

 

162,506

 

 

 

90.3

 

 

 

161,592

 

 

 

89.0

 

 

 

0.6

 

Gross profit

 

 

17,443

 

 

 

9.7

 

 

 

20,019

 

 

 

11.0

 

 

 

(12.9

)

SG&A

 

 

10,980

 

 

 

6.1

 

 

 

14,411

 

 

 

7.9

 

 

 

(23.8

)

Provision for bad debts

 

 

9

 

 

 

 

 

 

131

 

 

 

0.1

 

 

 

(93.1

)

Other operating expense (income), net

 

 

108

 

 

 

0.1

 

 

 

(240

)

 

 

(0.1

)

 

 

(145.0

)

Operating income

 

 

6,346

 

 

 

3.5

 

 

 

5,717

 

 

 

3.1

 

 

 

11.0

 

Interest expense, net

 

 

1,047

 

 

 

0.6

 

 

 

1,320

 

 

 

0.7

 

 

 

(20.7

)

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

0.4

 

 

 

(239

)

 

 

(0.2

)

 

nm

 

Income before income taxes

 

 

4,433

 

 

 

2.5

 

 

 

4,636

 

 

 

2.6

 

 

 

(4.4

)

Provision for income taxes

 

 

721

 

 

 

0.4

 

 

 

2,824

 

 

 

1.6

 

 

 

(74.5

)

Net income

 

$

3,712

 

 

 

2.1

 

 

$

1,812

 

 

 

1.0

 

 

 

104.9

 

 

nm – Not meaningful

Consolidated Net Sales

Consolidated net sales for the current period increaseddecreased by $233,$1,662, or 0.1%0.9%, as compared to the prior period.  Netperiod primarily due to one less week of sales were impacted by unfavorable foreign currency translation of approximately $5,300 and the timing of UNIFI’s seasonal shutdown period, which occurred in the current period but began immediately afterfor our NACA operations, partially offset by the endsales growth of the prior period.PVA products.


Consolidated sales volumes were flat comparedincreased 16.1%, primarily attributable to continued sales growth of REPREVE®-branded products, primarily Chip and staple fiber in the prior period.  Continued growthAsia Segment, partially offset by (i) one less week of sales in the current period for our NACA operations and (ii) softer yarn sales of Flake in the Polyester Segment and growth in sales of staple fiber, recycled Chip and other PVA productsNylon Segments. Sales in the InternationalAsia Segment were offset by (i) unfavorable foreign currency translation, (ii) soft market conditions in the U.S. and Brazil and (iii) one less shipping week domestically in the current period. Sales continuecontinued to expand in the International Segment as our PVAREPREVE® portfolio resonates with our brand partners that are focused on sustainable solutions. Soft Polyester Segment sales resulted from lower demand in certain market segments. Comparatively, lower Nylon Segment sales primarily reflect the loss of a customer program to overseas production during the fourth quarter of fiscal 2019.

We believe the softness in the domestic polyester environment and competition from imports continue to be challenges for the domestic textile supply chain.chain and we have recently taken action in the form of trade petitions to help alleviate such competitive pressures. Our Nylon Segment results also reflect the current global trend of declines indeclining demand for nylon socks, ladies’ hosiery and intimate apparel.

Consolidated average sales prices were flat, as price increases made in calendar 2018 in responsedecreased 17.0%, primarily attributable to rising costs were offset by disproportionate(i) significant growth of lower-priced Flake, recycled Chip and staple fiber.fiber in the Asia Segment, which have lower average sales prices, (ii) a decline in higher-priced nylon product sales and (iii) sales price declines associated with polyester raw material cost changes.

PVA products at the end of the current period comprised approximately 47%54% of consolidated net sales, up from 45%47% for fiscal 2019 and from 43% at the end of fiscal 2018, and higher than the 46% ratio for the prior period. WithinEven with the relative growth in the proportion of PVA product category,sales as a percentage of overall sales, our customers canmay choose between various solutions,PVA products, some of which carry higher margins than others.  Accordingly, growth in PVA sales does not necessarily translate into higher margins or increased profitability on a consolidated basis.

Unfavorable foreign currency translation is primarily associated with the weakening of the Brazilian Real (“BRL”) and the Chinese Renminbi (“RMB”) against the U.S. Dollar (“USD”).

Consolidated Gross Profit

Gross profit for the current period decreased by $8,520,$2,576, or 37.6%12.9%, as compared to the prior period. The

For the Asia Segment, gross profit decline isincreased as net sales increased but was partially offset by (i) a greater mix of lower-priced product sales and (ii) unfavorable foreign currency translation effects as the RMB weakened against the USD during the current period. For the Brazil Segment, gross profit decreased primarily attributabledue to (a) market price declines (in connection with declining raw material costs) outpacing inventory turnover, (b) lower sales volumes and (c) unfavorable foreign currency translation effects as the BRL weakened against the USD during the current period.

For the Polyester Segment, gross profit remained flat as the effects of (i) lower fixed cost absorption driven by lower textured yarn sales in connection with soft demand in certain market segments, and (ii) one less shipping week in the Polyester and Nylon Segments due to lower regional yarn volumes, (ii) lowercurrent period were offset by (a) an improved conversion margin in each segment, in whichconnection with declining raw material costs during the current period was unfavorably impacted byand (b) comparatively higher raw material costs, (iii) unfavorable foreign currency translationtechnologies expense charged to the Asia Segment. For the Nylon Segment, gross profit decreased primarily due to a less favorable sales mix and weaker fixed cost absorption, due in part to the loss of approximately $1,200 and (vi) disproportionate growth of lower margin products.

UNIFI expectsa customer program to overseas production during the thirdfourth quarter of fiscal 2019 to contain (i) moderate gross margin recapture from recent declines2019.

SG&A

The changes in raw material costs and (ii) improved sales and production volumes consistent with historical second-half seasonality.SG&A were as follows:

SG&A for the prior period

 

$

14,411

 

Decrease in compensation expenses

 

 

(1,663

)

Other net decreases

 

 

(927

)

Impact of an additional week in fiscal 2019

 

 

(841

)

SG&A for the current period

 

$

10,980

 

Consolidated Selling, General and Administrative Expenses

There was no material change in selling, general and administrative (“SG&A”) expenses&A decreased from the prior period to the current period.period primarily as a result of significantly lower compensation expenses in connection with fewer executive officers in the current period as compared to the prior period and cost reduction efforts taken during the fourth quarter of fiscal 2019.

Consolidated Provision (Benefit) for Bad Debts

There iswas no significant activity reflected in the current period or the prior period for bad debts.

Other Operating Expense (Income), Net

Other operating expense (income), net primarily reflects severance expenses recorded in the current period and foreign currency transaction gains recorded in both the current period and the prior period.


Consolidated Other OperatingInterest Expense, Net

The changecomponents of consolidated interest expense, net were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Interest and fees on the ABL Facility

 

$

1,112

 

 

$

1,246

 

Other interest

 

 

113

 

 

 

193

 

Subtotal of interest on debt obligations

 

 

1,225

 

 

 

1,439

 

Other components of interest expense

 

 

32

 

 

 

28

 

Total interest expense

 

 

1,257

 

 

 

1,467

 

Interest income

 

 

(210

)

 

 

(147

)

Interest expense, net

 

$

1,047

 

 

$

1,320

 

Interest expense, net decreased from the prior period to the current period, primarily as a result of lower debt principal and lower market interest rates on our variable-rate debt.

Equity in other operating expense, netLoss (Earnings) of Unconsolidated Affiliates

The components of equity in loss (earnings) of unconsolidated affiliates were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Loss from PAL

 

$

1,175

 

 

$

17

 

Earnings from nylon joint ventures

 

 

(309

)

 

 

(256

)

Total equity in loss (earnings) of unconsolidated affiliates

 

$

866

 

 

$

(239

)

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income before income taxes

 

 

(19.5

)%

 

 

5.2

%

The performance decline for unconsolidated affiliates was primarily attributable to fluctuations in foreign currency transaction gainslower operating leverage and, losses, along with severance expense recordedparticularly for PAL, comparably higher costs.

Income Taxes

Provision for income taxes and the effective tax rate were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Provision for income taxes

 

$

721

 

 

$

2,824

 

Effective tax rate

 

 

16.3

%

 

 

60.9

%

The effective tax rate is subject to variation due to numerous factors, including variability in the amount of pre-tax and taxable income, the mix of income by jurisdiction, changes in deferred tax valuation allowances, and changes in statutes, regulations and case law.  Additionally, the impacts of discrete and other rate impacting items is greater when pre-tax income is lower.

The decrease in the effective tax rate from the prior period to the current period.period was primarily attributable to (i) the utilization of foreign tax credits, (ii) a decrease in U.S. tax on GILTI and (iii) a smaller impact from losses in tax jurisdictions for which no benefit could be recognized.

Consolidated Interest Expense, Net Income

Interest on debt obligationsNet income for the current period was $3,712, or $0.20 per share, compared to $1,812, or $0.10 per share, for the prior period.  The increase was primarily attributable to lower SG&A and a more favorable effective tax rate, partially offset by lower gross profit and weaker results from PAL.


EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

The reconciliations of the amounts reported under GAAP for Net income to EBITDA and Adjusted EBITDA were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

3,712

 

 

$

1,812

 

Interest expense, net

 

 

1,047

 

 

 

1,320

 

Provision for income taxes

 

 

721

 

 

 

2,824

 

Depreciation and amortization expense (1)

 

 

5,622

 

 

 

5,948

 

EBITDA

 

 

11,102

 

 

 

11,904

 

 

 

 

 

 

 

 

 

 

Equity in loss of PAL

 

 

1,175

 

 

 

17

 

EBITDA excluding PAL

 

 

12,277

 

 

 

11,921

 

 

 

 

 

 

 

 

 

 

Other adjustments (2)

 

 

 

 

 

 

Adjusted EBITDA

 

$

12,277

 

 

$

11,921

 

(1)

Within this reconciliation, depreciation and amortization expense excludes the amortization of debt issuance costs, which are reflected in interest expense, net. Within the accompanying condensed consolidated statements of cash flows, amortization of debt issuance costs is reflected in depreciation and amortization expense.

(2)

For the periods presented, there were no other adjustments necessary to reconcile Net income to Adjusted EBITDA.  However, such adjustments may be presented in future periods when applicable.

Adjusted EBITDA increased from the prior period to the current period, primarily due toas a general increase in market interest rates and principal on the variable rate portionresult of our debt.

 

 

For the Three Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Interest and fees on the ABL Facility

 

$

1,148

 

 

$

932

 

Other interest

 

 

187

 

 

 

211

 

Subtotal of interest on debt obligations

 

 

1,335

 

 

 

1,143

 

Other components of interest expense

 

 

20

 

 

 

47

 

Total interest expense

 

 

1,355

 

 

 

1,190

 

Interest income

 

 

(152

)

 

 

(181

)

Interest expense, net

 

$

1,203

 

 

$

1,009

 

Consolidated Earnings from Unconsolidated Affiliates

The components of earnings from unconsolidated affiliates are as follows:

 

 

For the Three Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

(Earnings) loss from PAL

 

$

(762

)

 

$

376

 

Earnings from nylon joint ventures

 

 

(252

)

 

 

(587

)

Total equity in earnings of unconsolidated affiliates

 

$

(1,014

)

 

$

(211

)

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income before income taxes

 

 

90.8

%

 

 

3.0

%

UNIFI’s 34% share of PAL’s earnings increased from a loss of $376 in the prior period to earnings of $762 in the current period. The increase was primarily attributable to lower raw material costs and improved fixed cost absorption.

Consolidated Income Taxes

Consolidated income taxes is as follows:

 

 

For the Three Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Benefit for income taxes

 

$

(2,288

)

 

$

(4,826

)

Effective tax rate

 

 

204.8

%

 

 

(69.2

)%

The effective tax rate for the current period was primarily impacted by benefits of approximately $2,045 for tax credits related to prior years.  In conjunction with a loss before income taxes of $1,117, these benefits impacted the effective tax rate by 183.1%.

The effective tax rate for the prior period was lower than the U.S. statutory tax rate primarily due to the $4,500 tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate in connection with implementation of December 2017 tax reform, the release of a $3,807 valuation allowance and foreign income being taxed at lower rates. These benefits wereSG&A, partially offset by a provisional charge for the deemed mandatory repatriation of foreign earnings and profits, net of foreign tax credits, and by losses in tax jurisdictions for which no tax benefit can currently be recognized.

Consolidated Net Income

Net income for the current period was $1,171, or $0.06 per diluted share, compared to $11,802, or $0.63 per diluted share, for the prior period.  The decrease was primarily attributable to lower gross profit due to higher operating expenses and weaker sales volumes of higher value yarns, including one less shipping week due to the seasonal shutdown period, along with lower tax benefits recorded in the current period, partially offset by (i) higher earnings from PAL and (ii) comparatively favorable foreign currency transaction impacts.profit.

Segment Overview

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current period.


  As noted in the 2019 Form 10-K, segment gross profit includes the effect of certain technology-related expenses charged by the Polyester Segment to the Asia Segment. Such amounts are recorded as a benefit to cost of sales for the Polyester Segment and a charge to cost of sales for the Asia Segment, thereby impacting gross profit for each segment. Fiscal 2019 segment results have been revised to reflect comparability for this change.

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, arewere as follows:

 

For the Three Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

85,789

 

 

 

100.0

 

 

$

90,316

 

 

 

100.0

 

 

 

(5.0

)

 

$

88,695

 

 

 

100.0

 

 

$

100,131

 

 

 

100.0

 

 

 

(11.4

)

Cost of sales

 

 

83,820

 

 

 

97.7

 

 

 

81,740

 

 

 

90.5

 

 

 

2.5

 

 

 

80,900

 

 

 

91.2

 

 

 

92,330

 

 

 

92.2

 

 

 

(12.4

)

Gross profit

 

 

1,969

 

 

 

2.3

 

 

 

8,576

 

 

 

9.5

 

 

 

(77.0

)

 

 

7,795

 

 

 

8.8

 

 

 

7,801

 

 

 

7.8

 

 

 

(0.1

)

Depreciation expense

 

 

3,937

 

 

 

4.6

 

 

 

3,973

 

 

 

4.4

 

 

 

(0.9

)

 

 

4,041

 

 

 

4.5

 

 

 

4,252

 

 

 

4.2

 

 

 

(5.0

)

Segment Profit

 

$

5,906

 

 

 

6.9

 

 

$

12,549

 

 

 

13.9

 

 

 

(52.9

)

 

$

11,836

 

 

 

13.3

 

 

$

12,053

 

 

 

12.0

 

 

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

consolidated amounts

 

 

51.2

%

 

 

 

 

 

 

53.9

%

 

 

 

 

 

 

 

 

 

 

49.3

%

 

 

 

 

 

 

55.1

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

consolidated amounts

 

 

31.0

%

 

 

 

 

 

 

45.4

%

 

 

 

 

 

 

 

 

 

 

52.9

%

 

 

 

 

 

 

47.7

%

 

 

 

 

 

 

 

 

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

Net sales for the prior period

 

$

90,316

 

 

$

100,131

 

Decrease in sales volumes

 

 

(9,819

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(6,868

)

Net change in average selling price and sales mix

 

 

5,292

 

 

 

(2,350

)

Decrease in underlying sales volumes

 

 

(2,218

)

Net sales for the current period

 

$

85,789

 

 

$

88,695

 

The decrease in net sales for the Polyester Segment from the prior period to the current period was primarily attributable to (i) one less shippingan additional week of sales in the current period due to the timing of the seasonal shutdownprior period and (ii) a weaker sales mix.  These declines were partially offset by higher saleslower volumes of (i) dyedhigher-priced textured yarn in connection with the dyed yarn portfolio acquisition that closed in the fourth quarter of fiscal 2018 and (ii) Flake, along with higher selling prices in response to several months of raw material related price increases during calendar 2018.products.


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

Segment Profit for the prior period

 

$

12,549

 

 

$

12,053

 

Net decrease in underlying margins

 

 

(5,279

)

 

 

(294

)

Decrease in sales volumes

 

 

(1,364

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(288

)

Decrease in underlying sales volumes

 

 

(280

)

Increase in technologies expense charged to Asia Segment

 

 

645

 

Segment Profit for the current period

 

$

5,906

 

 

$

11,836

 

The decrease in Segment Profit for the Polyester Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period, (ii) lower conversion margin, in which the current period was unfavorably impacted by higher raw material costs, (iii) an unfavorable sales mix characterized by higher volumes of lower-margin products like Flake and lower volumes of higher-margin products like textured yarn and (iv) weaker fixed cost absorption.absorption resulting from lower textured yarn volumes, partially offset by (i) a net improvement for the conversion margin in connection with the current period’s declining raw material cost environment and (ii) the incremental technologies expense charged to the Asia Segment in connection with its higher sales volumes.

Review of Results of Operations

Three Months Ended September 29, 2019 Compared to Three Months Ended September 30, 2018

Consolidated Overview

The components of Net income, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts, are as follows:

 

 

For the Three Months Ended

 

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

179,949

 

 

 

100.0

 

 

$

181,611

 

 

 

100.0

 

 

 

(0.9

)

Cost of sales

 

 

162,506

 

 

 

90.3

 

 

 

161,592

 

 

 

89.0

 

 

 

0.6

 

Gross profit

 

 

17,443

 

 

 

9.7

 

 

 

20,019

 

 

 

11.0

 

 

 

(12.9

)

SG&A

 

 

10,980

 

 

 

6.1

 

 

 

14,411

 

 

 

7.9

 

 

 

(23.8

)

Provision for bad debts

 

 

9

 

 

 

 

 

 

131

 

 

 

0.1

 

 

 

(93.1

)

Other operating expense (income), net

 

 

108

 

 

 

0.1

 

 

 

(240

)

 

 

(0.1

)

 

 

(145.0

)

Operating income

 

 

6,346

 

 

 

3.5

 

 

 

5,717

 

 

 

3.1

 

 

 

11.0

 

Interest expense, net

 

 

1,047

 

 

 

0.6

 

 

 

1,320

 

 

 

0.7

 

 

 

(20.7

)

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

0.4

 

 

 

(239

)

 

 

(0.2

)

 

nm

 

Income before income taxes

 

 

4,433

 

 

 

2.5

 

 

 

4,636

 

 

 

2.6

 

 

 

(4.4

)

Provision for income taxes

 

 

721

 

 

 

0.4

 

 

 

2,824

 

 

 

1.6

 

 

 

(74.5

)

Net income

 

$

3,712

 

 

 

2.1

 

 

$

1,812

 

 

 

1.0

 

 

 

104.9

 

nm – Not meaningful

Net Sales

Consolidated net sales for the current period decreased by $1,662, or 0.9%, as compared to the prior period primarily due to one less week of sales in the current period for our NACA operations, partially offset by the sales growth of PVA products.


Consolidated sales volumes increased 16.1%, primarily attributable to continued sales growth of REPREVE®-branded products, primarily Chip and staple fiber in the Asia Segment, partially offset by (i) one less week of sales in the current period for our NACA operations and (ii) softer yarn sales in the Polyester and Nylon Segments. Sales in the Asia Segment continued to expand as our REPREVE® portfolio resonates with our brand partners that are focused on sustainable solutions. Soft Polyester Segment sales resulted from lower demand in certain market segments. Comparatively, lower Nylon Segment sales primarily reflect the loss of a customer program to overseas production during the fourth quarter of fiscal 2019.

We believe the softness in the domestic polyester environment and competition from imports continue to be challenges for the textile supply chain and we have recently taken action in the form of trade petitions to help alleviate such competitive pressures. Our Nylon Segment results also reflect the current global trend of declining demand for nylon socks, ladies’ hosiery and intimate apparel.

Consolidated average sales prices decreased 17.0%, primarily attributable to (i) significant growth of Chip and staple fiber in the Asia Segment, which have lower average sales prices, (ii) a decline in higher-priced nylon product sales and (iii) sales price declines associated with polyester raw material cost changes.

PVA products at the end of the current period comprised 54% of consolidated net sales, up from 47% for fiscal 2019 and from 43% at the end of the prior period. Even with the relative growth in the proportion of PVA sales as a percentage of overall sales, our customers may choose between various PVA products, some of which carry higher margins than others.  Accordingly, growth in PVA sales does not necessarily translate into higher margins or increased profitability on a consolidated basis.

Unfavorable foreign currency translation is primarily associated with the weakening of the Brazilian Real (“BRL”) and the Chinese Renminbi (“RMB”) against the U.S. Dollar (“USD”).

Gross Profit

Gross profit for the current period decreased by $2,576, or 12.9%, as compared to the prior period.

For the Asia Segment, gross profit increased as net sales increased but was partially offset by (i) a greater mix of lower-priced product sales and (ii) unfavorable foreign currency translation effects as the RMB weakened against the USD during the current period. For the Brazil Segment, gross profit decreased primarily due to (a) market price declines (in connection with declining raw material costs) outpacing inventory turnover, (b) lower sales volumes and (c) unfavorable foreign currency translation effects as the BRL weakened against the USD during the current period.

For the Polyester Segment, gross profit remained flat as the effects of (i) lower fixed cost absorption driven by lower textured yarn sales in connection with soft demand in certain market segments, and (ii) one less shipping week in the current period were offset by (a) an improved conversion margin in connection with declining raw material costs during the current period and (b) comparatively higher technologies expense charged to the Asia Segment. For the Nylon Segment, gross profit decreased primarily due to a less favorable sales mix and weaker fixed cost absorption, due in part to the loss of a customer program to overseas production during the fourth quarter of fiscal 2019.

SG&A

The changes in SG&A were as follows:

SG&A for the prior period

 

$

14,411

 

Decrease in compensation expenses

 

 

(1,663

)

Other net decreases

 

 

(927

)

Impact of an additional week in fiscal 2019

 

 

(841

)

SG&A for the current period

 

$

10,980

 

SG&A decreased from the prior period to the current period primarily as a result of significantly lower compensation expenses in connection with fewer executive officers in the current period as compared to the prior period and cost reduction efforts taken during the fourth quarter of fiscal 2019.

Provision for Bad Debts

There was no significant activity reflected in the current period or the prior period for bad debts.

Other Operating Expense (Income), Net

Other operating expense (income), net primarily reflects severance expenses recorded in the current period and foreign currency transaction gains recorded in both the current period and the prior period.


Interest Expense, Net

The components of consolidated interest expense, net were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Interest and fees on the ABL Facility

 

$

1,112

 

 

$

1,246

 

Other interest

 

 

113

 

 

 

193

 

Subtotal of interest on debt obligations

 

 

1,225

 

 

 

1,439

 

Other components of interest expense

 

 

32

 

 

 

28

 

Total interest expense

 

 

1,257

 

 

 

1,467

 

Interest income

 

 

(210

)

 

 

(147

)

Interest expense, net

 

$

1,047

 

 

$

1,320

 

Interest expense, net decreased from the prior period to the current period, primarily as a result of lower debt principal and lower market interest rates on our variable-rate debt.

Equity in Loss (Earnings) of Unconsolidated Affiliates

The components of equity in loss (earnings) of unconsolidated affiliates were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Loss from PAL

 

$

1,175

 

 

$

17

 

Earnings from nylon joint ventures

 

 

(309

)

 

 

(256

)

Total equity in loss (earnings) of unconsolidated affiliates

 

$

866

 

 

$

(239

)

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income before income taxes

 

 

(19.5

)%

 

 

5.2

%

The performance decline for unconsolidated affiliates was primarily attributable to lower operating leverage and, particularly for PAL, comparably higher costs.

Income Taxes

Provision for income taxes and the effective tax rate were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Provision for income taxes

 

$

721

 

 

$

2,824

 

Effective tax rate

 

 

16.3

%

 

 

60.9

%

The effective tax rate is subject to variation due to numerous factors, including variability in the amount of pre-tax and taxable income, the mix of income by jurisdiction, changes in deferred tax valuation allowances, and changes in statutes, regulations and case law.  Additionally, the impacts of discrete and other rate impacting items is greater when pre-tax income is lower.

The decrease in the effective tax rate from the prior period to the current period was primarily attributable to (i) the utilization of foreign tax credits, (ii) a decrease in U.S. tax on GILTI and (iii) a smaller impact from losses in tax jurisdictions for which no benefit could be recognized.

Net Income

Net income for the current period was $3,712, or $0.20 per share, compared to $1,812, or $0.10 per share, for the prior period.  The increase was primarily attributable to lower SG&A and a more favorable effective tax rate, partially offset by lower gross profit and weaker results from PAL.


EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

The reconciliations of the amounts reported under GAAP for Net income to EBITDA and Adjusted EBITDA were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

3,712

 

 

$

1,812

 

Interest expense, net

 

 

1,047

 

 

 

1,320

 

Provision for income taxes

 

 

721

 

 

 

2,824

 

Depreciation and amortization expense (1)

 

 

5,622

 

 

 

5,948

 

EBITDA

 

 

11,102

 

 

 

11,904

 

 

 

 

 

 

 

 

 

 

Equity in loss of PAL

 

 

1,175

 

 

 

17

 

EBITDA excluding PAL

 

 

12,277

 

 

 

11,921

 

 

 

 

 

 

 

 

 

 

Other adjustments (2)

 

 

 

 

 

 

Adjusted EBITDA

 

$

12,277

 

 

$

11,921

 

(1)

Within this reconciliation, depreciation and amortization expense excludes the amortization of debt issuance costs, which are reflected in interest expense, net. Within the accompanying condensed consolidated statements of cash flows, amortization of debt issuance costs is reflected in depreciation and amortization expense.

(2)

For the periods presented, there were no other adjustments necessary to reconcile Net income to Adjusted EBITDA.  However, such adjustments may be presented in future periods when applicable.

Adjusted EBITDA increased from the prior period to the current period, primarily as a result of lower SG&A, partially offset by lower gross profit.

Segment Overview

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current period.  As noted in the 2019 Form 10-K, segment gross profit includes the effect of certain technology-related expenses charged by the Polyester Segment to the Asia Segment. Such amounts are recorded as a benefit to cost of sales for the Polyester Segment and a charge to cost of sales for the Asia Segment, thereby impacting gross profit for each segment. Fiscal 2019 segment results have been revised to reflect comparability for this change.

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 NylonPolyester Segment, arewere as follows:

 

For the Three Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

22,647

 

 

 

100.0

 

 

$

25,103

 

 

 

100.0

 

 

 

(9.8

)

 

$

88,695

 

 

 

100.0

 

 

$

100,131

 

 

 

100.0

 

 

 

(11.4

)

Cost of sales

 

 

20,615

 

 

 

91.0

 

 

 

22,027

 

 

 

87.7

 

 

 

(6.4

)

 

 

80,900

 

 

 

91.2

 

 

 

92,330

 

 

 

92.2

 

 

 

(12.4

)

Gross profit

 

 

2,032

 

 

 

9.0

 

 

 

3,076

 

 

 

12.3

 

 

 

(33.9

)

 

 

7,795

 

 

 

8.8

 

 

 

7,801

 

 

 

7.8

 

 

 

(0.1

)

Depreciation expense

 

 

499

 

 

 

2.2

 

 

 

552

 

 

 

2.2

 

 

 

(9.6

)

 

 

4,041

 

 

 

4.5

 

 

 

4,252

 

 

 

4.2

 

 

 

(5.0

)

Segment Profit

 

$

2,531

 

 

 

11.2

 

 

$

3,628

 

 

 

14.5

 

 

 

(30.2

)

 

$

11,836

 

 

 

13.3

 

 

$

12,053

 

 

 

12.0

 

 

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

consolidated amounts

 

 

13.5

%

 

 

 

 

 

 

15.0

%

 

 

 

 

 

 

 

 

 

 

49.3

%

 

 

 

 

 

 

55.1

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

consolidated amounts

 

 

13.3

%

 

 

 

 

 

 

13.1

%

 

 

 

 

 

 

 

 

 

 

52.9

%

 

 

 

 

 

 

47.7

%

 

 

 

 

 

 

 

 

The change in net sales for the NylonPolyester Segment iswas as follows:

Net sales for the prior period

 

$

25,103

 

 

$

100,131

 

Decrease in sales volumes

 

 

(2,343

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(6,868

)

Net change in average selling price and sales mix

 

 

(113

)

 

 

(2,350

)

Decrease in underlying sales volumes

 

 

(2,218

)

Net sales for the current period

 

$

22,647

 

 

$

88,695

 


The decrease in net sales for the NylonPolyester Segment from the prior period to the current period was primarily attributable to (i) one less shippingan additional week of sales in the current period due to the timing of the seasonal shutdownprior period and (ii) a lower-priced sales mix.lower volumes of higher-priced textured yarn products.


The change in Segment Profit for the NylonPolyester Segment iswas as follows:

Segment Profit for the prior period

 

$

3,628

 

 

$

12,053

 

Net decrease in underlying margins

 

 

(758

)

 

 

(294

)

Decrease in sales volumes

 

 

(339

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(288

)

Decrease in underlying sales volumes

 

 

(280

)

Increase in technologies expense charged to Asia Segment

 

 

645

 

Segment Profit for the current period

 

$

2,531

 

 

$

11,836

 

The decrease in Segment Profit for the NylonPolyester Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period and (ii) a less profitable sales mix.

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 Three Months Ended

 

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

58,237

 

 

 

100.0

 

 

$

51,046

 

 

 

100.0

 

 

 

14.1

 

Cost of sales

 

 

48,161

 

 

 

82.7

 

 

 

40,072

 

 

 

78.5

 

 

 

20.2

 

Gross profit

 

 

10,076

 

 

 

17.3

 

 

 

10,974

 

 

 

21.5

 

 

 

(8.2

)

Depreciation expense

 

 

367

 

 

 

0.6

 

 

 

397

 

 

 

0.8

 

 

 

(7.6

)

Segment Profit

 

$

10,443

 

 

 

17.9

 

 

$

11,371

 

 

 

22.3

 

 

 

(8.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

   consolidated amounts

 

 

34.7

%

 

 

 

 

 

 

30.5

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

   consolidated amounts

 

 

54.9

%

 

 

 

 

 

 

41.1

%

 

 

 

 

 

 

 

 

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

Net sales for the prior period

 

$

51,046

 

Increase in sales volumes

 

 

7,199

 

Net change in average selling price and sales mix

 

 

5,198

 

Unfavorable foreign currency translation effects (primarily RMB and BRL)

 

 

(5,206

)

Net sales for the current period

 

$

58,237

 

The increase in net sales for the International Segmentweaker fixed cost absorption resulting from the prior period to the current period was primarily attributable to (i) higher saleslower textured yarn volumes, at our Asian subsidiaries due to growth in our REPREVE® portfolios and (ii) higher pricing due to increased raw material costs, partially offset by (a) lower sales volumes(i) a net improvement for the conversion margin in Brazil due to a softer economicconnection with the current period’s declining raw material cost environment and (b) unfavorable foreign currency translation primarily due(ii) the incremental technologies expense charged to the weakening of the BRL and the RMB against the U.S. Dollar (“USD”) during the current period.

The RMB weighted average exchange rate was 6.92 RMB/USD and 6.61 RMB/USD for the current period and the prior period, respectively. The BRL weighted average exchange rate was 3.81 BRL/USD and 3.24 BRL/USD for the current period and the prior period, respectively.  

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

Segment Profit for the prior period

 

$

11,371

 

Net decrease in underlying margins

 

 

(1,288

)

Unfavorable foreign currency translation effects (primarily RMB and BRL)

 

 

(1,224

)

Increase in sales volumes

 

 

1,584

 

Segment Profit for the current period

 

$

10,443

 


The decrease in Segment Profit for the International Segment was primarily attributable to unfavorable foreign currency translation effectsas the BRL and the RMB weakened against the USD during the current period, alongconnection with conversion margin pressure due to higher raw material costs, partially offset by overallits higher sales volumes.

Review of Results of Operations

SixThree Months Ended DecemberSeptember 29, 2019 Compared to Three Months Ended September 30, 2018 Compared to Six Months Ended December 24, 2017

Consolidated Overview

The components of Net income, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts, are as follows:

 

For the Six Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

349,322

 

 

 

100.0

 

 

$

331,720

 

 

 

100.0

 

 

 

5.3

 

 

$

179,949

 

 

 

100.0

 

 

$

181,611

 

 

 

100.0

 

 

 

(0.9

)

Cost of sales

 

 

315,147

 

 

 

90.2

 

 

 

285,752

 

 

 

86.1

 

 

 

10.3

 

 

 

162,506

 

 

 

90.3

 

 

 

161,592

 

 

 

89.0

 

 

 

0.6

 

Gross profit

 

 

34,175

 

 

 

9.8

 

 

 

45,968

 

 

 

13.9

 

 

 

(25.7

)

 

 

17,443

 

 

 

9.7

 

 

 

20,019

 

 

 

11.0

 

 

 

(12.9

)

Selling, general and administrative expenses

 

 

29,233

 

 

 

8.4

 

 

 

27,489

 

 

 

8.3

 

 

 

6.3

 

Provision (benefit) for bad debts

 

 

163

 

 

 

 

 

 

(131

)

 

 

 

 

nm

 

Other operating (income) expense, net

 

 

(141

)

 

 

 

 

 

663

 

 

 

0.2

 

 

 

(121.3

)

SG&A

 

 

10,980

 

 

 

6.1

 

 

 

14,411

 

 

 

7.9

 

 

 

(23.8

)

Provision for bad debts

 

 

9

 

 

 

 

 

 

131

 

 

 

0.1

 

 

 

(93.1

)

Other operating expense (income), net

 

 

108

 

 

 

0.1

 

 

 

(240

)

 

 

(0.1

)

 

 

(145.0

)

Operating income

 

 

4,920

 

 

 

1.4

 

 

 

17,947

 

 

 

5.4

 

 

 

(72.6

)

 

 

6,346

 

 

 

3.5

 

 

 

5,717

 

 

 

3.1

 

 

 

11.0

 

Interest expense, net

 

 

2,523

 

 

 

0.7

 

 

 

2,113

 

 

 

0.6

 

 

 

19.4

 

 

 

1,047

 

 

 

0.6

 

 

 

1,320

 

 

 

0.7

 

 

 

(20.7

)

Loss on extinguishment of debt

 

 

131

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(1,253

)

 

 

(0.4

)

 

 

(3,298

)

 

 

(1.0

)

 

 

(62.0

)

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

0.4

 

 

 

(239

)

 

 

(0.2

)

 

nm

 

Income before income taxes

 

 

3,519

 

 

 

1.1

 

 

 

19,132

 

 

 

5.8

 

 

 

(81.6

)

 

 

4,433

 

 

 

2.5

 

 

 

4,636

 

 

 

2.6

 

 

 

(4.4

)

Provision (benefit) for income taxes

 

 

536

 

 

 

0.2

 

 

 

(1,630

)

 

 

(0.5

)

 

 

(132.9

)

Provision for income taxes

 

 

721

 

 

 

0.4

 

 

 

2,824

 

 

 

1.6

 

 

 

(74.5

)

Net income

 

$

2,983

 

 

 

0.9

 

 

$

20,762

 

 

 

6.3

 

 

 

(85.6

)

 

$

3,712

 

 

 

2.1

 

 

$

1,812

 

 

 

1.0

 

 

 

104.9

 

 

nm – Not meaningful

Consolidated Net Sales

Consolidated net sales for the current six-month period increaseddecreased by $17,602,$1,662, or 5.3%0.9%, as compared to the prior six-month period.  Netperiod primarily due to one less week of sales were impacted by unfavorable currency translation of approximately $11,900.  The current six-month period consisted of 27 fiscal weeks, while the prior six-month period consisted of 26 fiscal weeks.  While the current six-month period contained an additional fiscal week, the current six-month period also included the seasonal shutdown period (which occurred immediately after the prior six-month period).  As a result, the number of shipping weeks in the current six-month period andfor our NACA operations, partially offset by the prior six-month period were approximately equal.sales growth of PVA products.


Consolidated sales volumes increased 6.1%16.1%, primarily attributable to continued sales growth of REPREVE®-branded products, primarily Chip and staple fiber in the Asia Segment, partially offset by (i) one less week of sales of Flakein the current period for our NACA operations and recycled Chip(ii) softer yarn sales in the Polyester Segment and growth in sales of REPREVE® staple fiber and other PVA productsNylon Segments. Sales in the International Segment. Sales continueAsia Segment continued to expand in the International Segment as our PVAREPREVE® portfolio resonates with our brand partners that are focused on sustainable solutions. Soft Polyester Segment sales resulted from lower demand in certain market segments. Comparatively, lower Nylon Segment sales primarily reflect the loss of a customer program to overseas production during the fourth quarter of fiscal 2019.

We believe the softness in the domestic polyester environment and competition from imports continue to be challenges for the domestic textile supply chain.chain and we have recently taken action in the form of trade petitions to help alleviate such competitive pressures. Our Nylon Segment results also reflect the current global trend of declines indeclining demand for nylon socks, ladies’ hosiery and intimate apparel.

Consolidated average sales prices were flat, asdecreased 17.0%, primarily attributable to (i) significant growth of Chip and staple fiber in the Asia Segment, which have lower average sales prices, (ii) a decline in higher-priced nylon product sales and (iii) sales price increases made in response to risingdeclines associated with polyester raw material costs during calendar 2018 were offset by foreign currency translation and the disproportionate growth of lower-priced Flake and recycled Chip in the current six-month period.cost changes.

PVA products at the end of the current six-month period comprised approximately 45%54% of consolidated net sales, equal to the 45% ratioup from 47% for fiscal 2019 and from 43% at the end of fiscal 2018, and slightly higher than the 44% ratio for the prior six-month period. WithinEven with the relative growth in the proportion of PVA product category,sales as a percentage of overall sales, our customers canmay choose between various solutions,PVA products, some of which carry higher margins than others.  Accordingly, growth in PVA sales does not necessarily translate into higher margins or increased profitability on a consolidated basis.

Unfavorable foreign currency translation is primarily associated with the weakening of the BRLBrazilian Real (“BRL”) and RMB.the Chinese Renminbi (“RMB”) against the U.S. Dollar (“USD”).

Consolidated Gross Profit

Gross profit for the current six-month period decreased by $11,793,$2,576, or 25.7%12.9%, as compared to the prior six-month period. The

For the Asia Segment, gross profit decline is primarily attributable toincreased as net sales increased but was partially offset by (i) lower conversion margin in the Polyestera greater mix of lower-priced product sales and International Segments, in which the current six-month period was unfavorably impacted by increasing raw material costs, (ii) unfavorable foreign currency translation effects as the RMB weakened against the USD during the current period. For the Brazil Segment, gross profit decreased primarily due to (a) market price declines (in connection with declining raw material costs) outpacing inventory turnover, (b) lower sales volumes and (c) unfavorable foreign currency translation effects as the BRL weakened against the USD during the current period.

For the Polyester Segment, gross profit remained flat as the effects of approximately $2,700, (iii) disproportionate growth of(i) lower fixed cost absorption driven by lower textured yarn sales in connection with soft demand in certain market segments, and (ii) one less shipping week in the current period were offset by (a) an improved conversion margin productsin connection with declining raw material costs during the current period and (iv)(b) comparatively higher technologies expense charged to the Asia Segment. For the Nylon Segment, gross profit decreased primarily due to a less favorable sales mix and weaker fixed cost absorption.absorption, due in part to the loss of a customer program to overseas production during the fourth quarter of fiscal 2019.


Consolidated Selling, General and Administrative ExpensesSG&A

The changechanges in SG&A expenses iswere as follows:

SG&A expenses for the prior six-month period

$

27,489

 

Increase due to an additional week in fiscal 2019

 

841

 

Increase in professional fees

 

697

 

Other net increases

 

776

 

Decrease due to foreign currency translation

 

(570

)

SG&A expenses for the current six-month period

$

29,233

 

SG&A for the prior period

 

$

14,411

 

Decrease in compensation expenses

 

 

(1,663

)

Other net decreases

 

 

(927

)

Impact of an additional week in fiscal 2019

 

 

(841

)

SG&A for the current period

 

$

10,980

 

Total SG&A expenses were higher fordecreased from the current six-monthprior period compared to the prior six-monthcurrent period primarily as a result of an additional weeksignificantly lower compensation expenses in connection with fewer executive officers in the current period as compared to the prior period and cost reduction efforts taken during the fourth quarter of fiscal 2019 for our domestic operations and an increase in professional fees relating to external services for legal, marketing and finance.2019.

Consolidated Provision (Benefit) for Bad Debts

There was no significant activity reflected in the current six-month period or the prior six-month period.period for bad debts.

Consolidated Other Operating Expense (Income) Expense,, Net

The change in otherOther operating (income) expense (income), net was primarily attributable to fluctuations in the RMB, in which relative weakeningreflects severance expenses recorded in the current six-month period generatedand foreign currency transaction gains while relative strengtheningrecorded in both the current period and the prior six-month period generated foreign currency transaction losses.period.


Consolidated Interest Expense, Net

The components of consolidated interest expense, net were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Interest and fees on the ABL Facility

 

$

1,112

 

 

$

1,246

 

Other interest

 

 

113

 

 

 

193

 

Subtotal of interest on debt obligations

 

 

1,225

 

 

 

1,439

 

Other components of interest expense

 

 

32

 

 

 

28

 

Total interest expense

 

 

1,257

 

 

 

1,467

 

Interest income

 

 

(210

)

 

 

(147

)

Interest expense, net

 

$

1,047

 

 

$

1,320

 

Interest on debt obligations increasedexpense, net decreased from the prior six-month period to the current six-month period, primarily due toas a general increase inresult of lower debt principal and lower market interest rates and principal on the variable rate portion of our variable-rate debt.

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Interest and fees on the ABL Facility

 

$

2,394

 

 

$

1,837

 

Other interest

 

 

380

 

 

 

437

 

Subtotal of interest on debt obligations

 

 

2,774

 

 

 

2,274

 

Other components of interest expense

 

 

48

 

 

 

101

 

Total interest expense

 

 

2,822

 

 

 

2,375

 

Interest income

 

 

(299

)

 

 

(262

)

Interest expense, net

 

$

2,523

 

 

$

2,113

 

Consolidated Earnings fromEquity in Loss (Earnings) of Unconsolidated Affiliates

The components of earnings fromequity in loss (earnings) of unconsolidated affiliates arewere as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Loss from PAL

 

$

1,175

 

 

$

17

 

Earnings from nylon joint ventures

 

 

(309

)

 

 

(256

)

Total equity in loss (earnings) of unconsolidated affiliates

 

$

866

 

 

$

(239

)

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income before income taxes

 

 

(19.5

)%

 

 

5.2

%

The performance decline for unconsolidated affiliates was primarily attributable to lower operating leverage and, particularly for PAL, comparably higher costs.

Income Taxes

Provision for income taxes and the effective tax rate were as follows:

 

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Earnings from PAL

 

$

(745

)

 

$

(2,478

)

Earnings from nylon joint ventures

 

 

(508

)

 

 

(820

)

Total equity in earnings of unconsolidated affiliates

 

$

(1,253

)

 

$

(3,298

)

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income before income taxes

 

 

35.6

%

 

 

17.2

%

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Provision for income taxes

 

$

721

 

 

$

2,824

 

Effective tax rate

 

 

16.3

%

 

 

60.9

%

UNIFI’s 34% share of PAL’s earnings decreased from $2,478 in the prior six-month period to $745 in the current six-month period. The decrease was primarily attributable to higher raw material costs and reduced operating leverage, most notably in the comparable first fiscal quarters of the current six-month period and the prior six-month period.

Consolidated Income Taxes

Consolidated income taxes is as follows:

 

 

For the Six Months Ended

 

 

 

December 30, 2018

 

 

December 24, 2017

 

Provision (benefit) for income taxes

 

$

536

 

 

$

(1,630

)

Effective tax rate

 

 

15.2

%

 

 

(8.5

)%

The effective tax rate for the current six-month period was lower than the U.S. federal statutory rate primarily due to the benefits of approximately $2,045 for tax credits related to prior years.  These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax


jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions enacted in H.R. 1, and non-deductible executive compensation. 

The effective tax rate foris subject to variation due to numerous factors, including variability in the amount of pre-tax and taxable income, the mix of income by jurisdiction, changes in deferred tax valuation allowances, and changes in statutes, regulations and case law.  Additionally, the impacts of discrete and other rate impacting items is greater when pre-tax income is lower.

The decrease in the effective tax rate from the prior six-monthperiod to the current period was lower thanprimarily attributable to (i) the U.S. statutory tax rate primarily due to the $4,500 tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate, the release of a $3,807 valuation allowance and foreign income being taxed at lower rates. These benefits were partially offset by a provisional charge for the deemed mandatory repatriation of foreign earnings and profits, netutilization of foreign tax credits, (ii) a decrease in U.S. tax on GILTI and by(iii) a smaller impact from losses in tax jurisdictions for which no tax benefit can currentlycould be recognized.

Consolidated Net Income

Net income for the current six-month period was $2,983,$3,712, or $0.16$0.20 per diluted share, compared to $20,762,$1,812, or $1.12$0.10 per diluted share, for the prior six-month period.  The decreaseincrease was primarily attributable to (i) lower gross profit relating to higher polyester raw material costs, weaker fixed costs absorption and weaker sales mix, (ii) lower earnings from PAL, (iii) an increase in SG&A expenses and (iv) a highermore favorable effective tax rate, partially offset by comparatively favorable foreign currency transaction impacts.lower gross profit and weaker results from PAL.


EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

The reconciliations of the amounts reported under GAAP for Net income to EBITDA and Adjusted EBITDA were as follows:

 

 

For the Three Months Ended

 

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

3,712

 

 

$

1,812

 

Interest expense, net

 

 

1,047

 

 

 

1,320

 

Provision for income taxes

 

 

721

 

 

 

2,824

 

Depreciation and amortization expense (1)

 

 

5,622

 

 

 

5,948

 

EBITDA

 

 

11,102

 

 

 

11,904

 

 

 

 

 

 

 

 

 

 

Equity in loss of PAL

 

 

1,175

 

 

 

17

 

EBITDA excluding PAL

 

 

12,277

 

 

 

11,921

 

 

 

 

 

 

 

 

 

 

Other adjustments (2)

 

 

 

 

 

 

Adjusted EBITDA

 

$

12,277

 

 

$

11,921

 

(1)

Within this reconciliation, depreciation and amortization expense excludes the amortization of debt issuance costs, which are reflected in interest expense, net. Within the accompanying condensed consolidated statements of cash flows, amortization of debt issuance costs is reflected in depreciation and amortization expense.

(2)

For the periods presented, there were no other adjustments necessary to reconcile Net income to Adjusted EBITDA.  However, such adjustments may be presented in future periods when applicable.

Adjusted EBITDA increased from the prior period to the current period, primarily as a result of lower SG&A, partially offset by lower gross profit.

Segment Overview

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current six-month period.  As noted in the 2019 Form 10-K, segment gross profit includes the effect of certain technology-related expenses charged by the Polyester Segment to the Asia Segment. Such amounts are recorded as a benefit to cost of sales for the Polyester Segment and a charge to cost of sales for the Asia Segment, thereby impacting gross profit for each segment. Fiscal 2019 segment results have been revised to reflect comparability for this change.

Polyester Segment

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

 

For the Six Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

185,920

 

 

 

100.0

 

 

$

178,054

 

 

 

100.0

 

 

 

4.4

 

 

$

88,695

 

 

 

100.0

 

 

$

100,131

 

 

 

100.0

 

 

 

(11.4

)

Cost of sales

 

 

177,223

 

 

 

95.3

 

 

 

160,565

 

 

 

90.2

 

 

 

10.4

 

 

 

80,900

 

 

 

91.2

 

 

 

92,330

 

 

 

92.2

 

 

 

(12.4

)

Gross profit

 

 

8,697

 

 

 

4.7

 

 

 

17,489

 

 

 

9.8

 

 

 

(50.3

)

 

 

7,795

 

 

 

8.8

 

 

 

7,801

 

 

 

7.8

 

 

 

(0.1

)

Depreciation expense

 

 

8,189

 

 

 

4.4

 

 

 

7,840

 

 

 

4.4

 

 

 

4.5

 

 

 

4,041

 

 

 

4.5

 

 

 

4,252

 

 

 

4.2

 

 

 

(5.0

)

Segment Profit

 

$

16,886

 

 

 

9.1

 

 

$

25,329

 

 

 

14.2

 

 

 

(33.3

)

 

$

11,836

 

 

 

13.3

 

 

$

12,053

 

 

 

12.0

 

 

 

(1.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

consolidated amounts

 

 

53.2

%

 

 

 

 

 

 

53.7

%

 

 

 

 

 

 

 

 

 

 

49.3

%

 

 

 

 

 

 

55.1

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

consolidated amounts

 

 

38.1

%

 

 

 

 

 

 

45.4

%

 

 

 

 

 

 

 

 

 

 

52.9

%

 

 

 

 

 

 

47.7

%

 

 

 

 

 

 

 

 

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

Net sales for the prior six-month period

 

$

178,054

 

Net change in average selling price and sales mix

 

 

7,366

 

Increase in sales volumes

 

 

500

 

Net sales for the current six-month period

 

$

185,920

 

Net sales for the prior period

 

$

100,131

 

Decrease due to an additional week of sales in fiscal 2019

 

 

(6,868

)

Net change in average selling price and sales mix

 

 

(2,350

)

Decrease in underlying sales volumes

 

 

(2,218

)

Net sales for the current period

 

$

88,695

 

The increasedecrease in net sales for the Polyester Segment from the prior six-month period to the current six-month period was primarily attributable to higheran additional week of sales in the prior period and lower volumes of (i) Flake, (ii) recycled Chip and (iii) dyed yarn in connection with the dyed yarn portfolio acquisition that closed in the fourth quarter of fiscal 2018, along with higher selling prices in response to several months of raw material related price increases during calendar 2018.  However, this favorability was partially offset by a weaker sales mix, characterized by lowerhigher-priced textured yarn volumes.products.


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

Segment Profit for the prior six-month period

 

$

25,329

 

Net decrease in underlying margins

 

 

(8,514

)

Increase in sales volumes

 

 

71

 

Segment Profit for the current six-month period

 

$

16,886

 

Segment Profit for the prior period

 

$

12,053

 

Net decrease in underlying margins

 

 

(294

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(288

)

Decrease in underlying sales volumes

 

 

(280

)

Increase in technologies expense charged to Asia Segment

 

 

645

 

Segment Profit for the current period

 

$

11,836

 

The decrease in Segment Profit for the Polyester Segment from the prior six-month period to the current six-monthperiod was primarily attributable to weaker fixed cost absorption resulting from lower textured yarn volumes, partially offset by (i) a net improvement for the conversion margin in connection with the current period’s declining raw material cost environment and (ii) the incremental technologies expense charged to the Asia Segment in connection with its higher sales volumes.

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 were as follows:

 

 

For the Three Months Ended

 

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

20,202

 

 

 

100.0

 

 

$

27,949

 

 

 

100.0

 

 

 

(27.7

)

Cost of sales

 

 

19,024

 

 

 

94.2

 

 

��

25,805

 

 

 

92.3

 

 

 

(26.3

)

Gross profit

 

 

1,178

 

 

 

5.8

 

 

 

2,144

 

 

 

7.7

 

 

 

(45.1

)

Depreciation expense

 

 

491

 

 

 

2.5

 

 

 

561

 

 

 

2.0

 

 

 

(12.5

)

Segment Profit

 

$

1,669

 

 

 

8.3

 

 

$

2,705

 

 

 

9.7

 

 

 

(38.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

   consolidated amounts

 

 

11.2

%

 

 

 

 

 

 

15.4

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

   consolidated amounts

 

 

7.5

%

 

 

 

 

 

 

10.7

%

 

 

 

 

 

 

 

 

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

Net sales for the prior period

 

$

27,949

 

Decrease in underlying sales volumes

 

 

(6,491

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(2,114

)

Net change in average selling price and sales mix

 

 

858

 

Net sales for the current period

 

$

20,202

 

The decrease in net sales for the Nylon Segment from the prior period to the current period was primarily attributable to (i) lower conversion margin, continued demand declines in whichcertain nylon product categories, (ii) a significant customer shifting a portion of its supply chain to overseas production during the fourth quarter of fiscal 2019 and (iii) an additional week of sales in the prior period for our NACA operations.

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

Segment Profit for the prior period

 

$

2,705

 

Decrease in underlying sales volumes

 

 

(630

)

Net decrease in underlying margins

 

 

(209

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(197

)

Segment Profit for the current period

 

$

1,669

 

The decrease in Segment Profit for the Nylon Segment from the prior period to the current six-month period was unfavorably impacted by increasing raw material costs, (ii) the unfavorableprimarily attributable to a less profitable sales mix shift towards lower-margin products discussed above inand weaker fixed cost absorption due to lower sales volumes, corresponding to the net sales analysis and (iii) weaker fixed cost absorption.

above.


NylonBrazil Segment

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the NylonBrazil Segment arewere as follows:

 

For the Six Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

50,596

 

 

 

100.0

 

 

$

51,930

 

 

 

100.0

 

 

 

(2.6

)

 

$

24,172

 

 

 

100.0

 

 

$

26,913

 

 

 

100.0

 

 

 

(10.2

)

Cost of sales

 

 

46,420

 

 

 

91.7

 

 

 

45,540

 

 

 

87.7

 

 

 

1.9

 

 

 

20,013

 

 

 

82.8

 

 

 

20,495

 

 

 

76.2

 

 

 

(2.4

)

Gross profit

 

 

4,176

 

 

 

8.3

 

 

 

6,390

 

 

 

12.3

 

 

 

(34.6

)

 

 

4,159

 

 

 

17.2

 

 

 

6,418

 

 

 

23.8

 

 

 

(35.2

)

Depreciation expense

 

 

1,060

 

 

 

2.1

 

 

 

1,089

 

 

 

2.1

 

 

 

(2.7

)

 

 

375

 

 

 

1.6

 

 

 

359

 

 

 

1.4

 

 

 

4.5

 

Segment Profit

 

$

5,236

 

 

 

10.4

 

 

$

7,479

 

 

 

14.4

 

 

 

(30.0

)

 

$

4,534

 

 

 

18.8

 

 

$

6,777

 

 

 

25.2

 

 

 

(33.1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

consolidated amounts

 

 

14.5

%

 

 

 

 

 

 

15.7

%

 

 

 

 

 

 

 

 

 

 

13.4

%

 

 

 

 

 

 

14.8

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

consolidated amounts

 

 

11.8

%

 

 

 

 

 

 

13.4

%

 

 

 

 

 

 

 

 

 

 

20.3

%

 

 

 

 

 

 

26.8

%

 

 

 

 

 

 

 

 

The change in net sales for the NylonBrazil Segment iswas as follows:

Net sales for the prior six-month period

 

$

51,930

 

Net change in average selling price and sales mix

 

 

(1,579

)

Increase in sales volumes

 

 

245

 

Net sales for the current six-month period

 

$

50,596

 

Net sales for the prior period

 

$

26,913

 

Decrease in average selling price

 

 

(1,602

)

Decrease in sales volumes

 

 

(973

)

Unfavorable foreign currency translation effects

 

 

(166

)

Net sales for the current period

 

$

24,172

 

 

The decrease in net sales for the NylonBrazil Segment from the prior six-month period to the current six-month period was primarily attributable to a lower-pricedlower selling prices and sales mix, partially offset by higher sales volumes.volumes due to increased competition and declining raw material costs.

The BRL weighted average exchange rate was 3.98 BRL/USD and 3.96 BRL/USD for the current period and the prior period, respectively.  

The change in Segment Profit for the NylonBrazil Segment iswas as follows:

Segment Profit for the prior six-month period

 

$

7,479

 

Net decrease in underlying margins

 

 

(2,278

)

Increase in sales volumes

 

 

35

 

Segment Profit for the current six-month period

 

$

5,236

 

Segment Profit for the prior period

 

$

6,777

 

Decrease in underlying margins

 

 

(1,960

)

Decrease in sales volumes

 

 

(245

)

Unfavorable foreign currency translation effects

 

 

(38

)

Segment Profit for the current period

 

$

4,534

 

The decrease in Segment Profit for the NylonBrazil Segment from the prior six-month period to the current six-month period was primarily attributable to competitive pricing pressures during a less profitable sales mixdeclining raw material cost environment. For the Brazil Segment, declining raw material costs place immediate downward market pressure on selling prices and, weaker fixed cost absorption.since the Brazil Segment’s supply chain is generally longer, average inventory costs decline slower than selling prices. Additionally, the Brazil Segment accelerated certain raw material purchases in the fourth quarter of fiscal 2019, which exacerbated the above impact.

InternationalAsia Segment

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the InternationalAsia Segment arewere as follows:

 

For the Six Months Ended

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

 

 

December 30, 2018

 

 

December 24, 2017

 

 

 

 

 

 

September 29, 2019

 

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

 

 

 

 

 

% of

Net Sales

 

 

 

 

 

 

% of

Net Sales

 

 

%

Change

 

Net sales

 

$

110,590

 

 

 

100.0

 

 

$

99,705

 

 

 

100.0

 

 

 

10.9

 

 

$

45,957

 

 

 

100.0

 

 

$

25,440

 

 

 

100.0

 

 

 

80.6

 

Cost of sales

 

 

89,491

 

 

 

80.9

 

 

 

77,733

 

 

 

78.0

 

 

 

15.1

 

 

 

41,675

 

 

 

90.7

 

 

 

21,908

 

 

 

86.1

 

 

 

90.2

 

Gross profit

 

 

21,099

 

 

 

19.1

 

 

 

21,972

 

 

 

22.0

 

 

 

(4.0

)

 

 

4,282

 

 

 

9.3

 

 

 

3,532

 

 

 

13.9

 

 

 

21.2

 

Depreciation expense

 

 

726

 

 

 

0.6

 

 

 

813

 

 

 

0.9

 

 

 

(10.7

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

$

21,825

 

 

 

19.7

 

 

$

22,785

 

 

 

22.9

 

 

 

(4.2

)

 

$

4,282

 

 

 

9.3

 

 

$

3,532

 

 

 

13.9

 

 

 

21.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of

consolidated amounts

 

 

31.7

%

 

 

 

 

 

 

30.1

%

 

 

 

 

 

 

 

 

 

 

25.5

%

 

 

 

 

 

 

14.0

%

 

 

 

 

 

 

 

 

Segment Profit as a percentage of

consolidated amounts

 

 

49.3

%

 

 

 

 

 

 

40.8

%

 

 

 

 

 

 

 

 

 

 

19.1

%

 

 

 

 

 

 

14.0

%

 

 

 

 

 

 

 

 


The change in net sales for the InternationalAsia Segment iswas as follows:

Net sales for the prior six-month period

 

$

99,705

 

Net increase in sales volumes

 

 

12,822

 

Net change in average selling price and sales mix

 

 

9,921

 

Unfavorable foreign currency translation effects (primarily RMB and BRL)

 

 

(11,858

)

Net sales for the current six-month period

 

$

110,590

 


Net sales for the prior period

$

25,440

Increase in sales volumes of Chip and staple fiber

16,169

Increase in sales volumes of certain other PVA products

6,891

Change in average selling price and sales mix

(1,698

)

Unfavorable foreign currency translation effects

(845

)

Net sales for the current period

$

45,957

The increase in net sales for the InternationalAsia Segment from the prior six-month period to the current six-month period was primarily attributable to (i) higher sales volumes at our Asian subsidiaries due to growth in ourof REPREVE® portfolios-branded products, primarily Chip and (ii) higher pricing due to increased raw material costs, partially offset by (a) lower sales volumes in Brazil due to a softer economic environment and (b) unfavorable foreign currency translation primarily attributable to the weakening of the BRL and the RMB against the USDduring the current six-month period.staple fiber.

The RMB weighted average exchange rate was 6.867.02 RMB/USD and 6.646.81 RMB/USD for the current six-month period and the prior six-month period, respectively. The BRL weighted average exchange rate was 3.88 BRL/USD and 3.20 BRL/USD for the current six-month period and the prior six-month period, respectively.  

The change in Segment Profit for the InternationalAsia Segment iswas as follows:

Segment Profit for the prior six-month period

 

$

22,785

 

Unfavorable foreign currency translation effects (primarily RMB and BRL)

 

 

(2,848

)

Net decrease in underlying margins

 

 

(1,001

)

Increase in sales volumes

 

 

2,889

 

Segment Profit for the current six-month period

 

$

21,825

 

Segment Profit for the prior period

 

$

3,532

 

Increase in sales volumes

 

 

2,344

 

Decrease in underlying margins

 

 

(798

)

Increase in technologies expense charged by Polyester Segment

 

 

(645

)

Unfavorable foreign currency translation effects

 

 

(151

)

Segment Profit for the current period

 

$

4,282

 

The decreaseincrease in Segment Profit for the InternationalAsia Segment from the prior period to the current period was primarily attributable to unfavorable foreign currency translation effects as the BRL and the RMB weakened against the USD during the current six-month period and conversion margin pressure from higher raw material costs, partially offset by the increase in sales volumes described in the net sales analysis above.

Liquidity and Capital Resources

UNIFI’s primary capital requirements are for working capital, capital expenditures, debt service and stockshare repurchases.  UNIFI’s primary sources of capital are cash generated from operations and borrowings available under the ABL Revolver.Revolver of its credit facility.  For the current six-month period, cash used ingenerated from operations was $3,975,$23,822, and, at December 30, 2018,September 29, 2019, excess availability under the ABL Revolver was $64,147.  As further described under “Cash (Used in) Provided by Operating Activities” below, the cash used in operating activities for the current six-month period is attributable to several factors, including an increase in inventories due to domestic production rates that outpaced domestic sales during the period.$62,765.  

As of December 30, 2018,September 29, 2019, all of UNIFI’s $131,104$122,387 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while nearly all of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by such foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of tax planning and financing strategies to ensure that its worldwide cash is available in the locations where it is needed. The following table presents a summary of cash and cash equivalents, borrowings available under financing arrangements, liquidity, working capital and total debt obligations as of December 30, 2018September 29, 2019 for domestic andoperations compared to foreign operations:  

 

 

Domestic

 

 

Foreign

 

 

Total

 

 

Domestic

 

 

Foreign

 

 

Total

 

Cash and cash equivalents

 

$

16

 

 

$

26,637

 

 

$

26,653

 

 

$

9

 

 

$

34,109

 

 

$

34,118

 

Borrowings available under financing arrangements

 

 

64,147

 

 

 

 

 

 

64,147

 

 

 

62,765

 

 

 

 

 

 

62,765

 

Liquidity

 

$

64,163

 

 

$

26,637

 

 

$

90,800

 

 

$

62,774

 

 

$

34,109

 

 

$

96,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

101,965

 

 

$

94,245

 

 

$

196,210

 

 

$

94,249

 

 

$

99,480

 

 

$

193,729

 

Total debt obligations

 

$

131,104

 

 

$

 

 

$

131,104

 

 

$

122,387

 

 

$

 

 

$

122,387

 

 

Debt Obligations

ABL Facility

On December 18, 2018, Unifi, Inc. and certain of its subsidiaries entered into the 2018 Amendment, which amended the Credit Agreement.  The Credit Agreement provides for the ABL Facility, which is a $200,000 senior secured credit facility that includes the $100,000 ABL Revolver and the ABL Term Loan, which can be reset up to a maximum amount of $100,000, once per fiscal year, if certain conditions are met. The ABL Facility has a maturity date of December 18, 2023.

The 2018 Amendment made the following changes to the Credit Agreement, among others: (i) extended the Maturity Datematurity date from March 26, 2020 to December 18, 2023 and (ii) decreased the Applicable Margin pricing structure for Base Rate Loans and LIBOR Rate Loans by 25 basis points.  In addition, in connection with the 2018 Amendment, the principal amount of the ABL Term Loan was reset from $80,000 to $100,000.  Net proceeds from this ABL Term Loan reset were used to pay down the amount outstanding on the ABL Revolver.

UNIFI currently utilizes variable-rate borrowings under the ABL Facility that are made with reference to USD LIBOR Rate Loans for and is party to London Interbank Offer Rate (“LIBOR”)-based interest rate swaps. Management recognizes the potential challenges posed by the previously announced termination of LIBOR. The 2018 Amendment includes fallback language to allow for a conversion of LIBOR Rate Loans to Base Rate Loans or a mutually agreed upon alternative rate of interest, such as the Secured Overnight Financing Rate. Management will continue to monitor the potential termination of LIBOR and the potential impact on UNIFI’s operations. However, management does not expect (i) significant efforts are necessary to accommodate a termination of LIBOR or (ii) a significant impact to UNIFI’s operations upon a termination of LIBOR.


The ABL Facility is secured by a first-priority perfected security interest in substantially all owned property and assets (together with all proceeds and products) of Unifi, Inc., Unifi Manufacturing, Inc. and certain subsidiary guarantors (collectively, the “Loan Parties”). It is also secured by a first-priority security interest in all (or 65% in the case of UNIFI’s first-tier controlled foreign subsidiary, as required by the lenders) of the stock of (or other ownership interests in) each of the Loan Parties (other than Unifi, Inc.) 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 (as defined in the Credit Agreement), a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratioFixed Charge Coverage Ratio on a quarterly basis of at least 1.05 to 1.00 becomes effective. The Trigger Level as of December 30, 2018September 29, 2019 was $25,000.$24,375. In addition, the ABL Facility contains restrictions on particular payments and investments, including certain restrictions on share repurchases and the payment of dividends and share repurchases.dividends. Subject to specific provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at UNIFI’s discretion.

ABL Facility borrowings bear interest at the London Interbank Offer Rate (“LIBOR”)LIBOR plus an applicable marginApplicable Margin of 1.25% to 1.75%, or the Base Rate (as defined below) plus an applicable marginApplicable Margin of 0.25% to 0.75%, with interest currently being paid on a monthly basis. The applicable marginApplicable Margin is based on (i) the excess availability under the ABL Revolver and (ii) the consolidated leverage ratio, calculated as of the end of each fiscal quarter. The Base Rate means the greater of (a) the prime lending rate as publicly announced from time to time by Wells Fargo Bank, National Association, (b) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5% and (c) LIBOR plus 1.0%. UNIFI’s ability to borrow under the ABL Revolver is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventoryinventories and is subject to certain conditions and limitations. There is also a monthly unused line fee under the ABL Revolver of 0.25%.

As of December 30, 2018,September 29, 2019, UNIFI was in compliance with all financial covenants in the Credit Agreement and the excess availability under the ABL Revolver was $64,147.$62,765.  At December 30, 2018,September 29, 2019, the fixed charge coverage ratioFixed Charge Coverage Ratio was 1.161.90 to 1.00 and UNIFI had $400$200 of standby letters of credit, none of which havehad been drawn upon. Management maintains the capability to quickly and easily improve the Fixed Charge Coverage Ratio utilizing existing cash and cash equivalents.

UNIFI currently maintains three interest rate swaps that fix LIBOR at approximately 1.9% on $75,000 of variable-rate debt. Such swaps are scheduled to terminate in May 2022.

Summary of Debt Obligations

The following table presents the total balances outstanding for UNIFI’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

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

Scheduled

 

Interest Rate as of

 

 

Principal Amounts as of

 

 

Scheduled

 

Interest Rate as of

 

 

Principal Amounts as of

 

 

Maturity Date

 

December 30, 2018

 

 

December 30, 2018

 

 

June 24, 2018

 

 

Maturity Date

 

September 29, 2019

 

 

September 29, 2019

 

 

June 30, 2019

 

ABL Revolver

 

December 2023

 

4.3%

 

 

$

16,500

 

 

$

28,100

 

 

December 2023

 

3.5%

 

 

$

17,000

 

 

$

19,400

 

ABL Term Loan (1)

 

December 2023

 

3.8%

 

 

 

100,000

 

 

 

85,000

 

 

December 2023

 

3.5%

 

 

 

95,000

 

 

 

97,500

 

Capital lease obligations

 

(2)

 

3.8%

 

 

 

14,604

 

 

 

18,107

 

Finance lease obligations

 

(2)

 

3.6%

 

 

 

10,387

 

 

 

11,118

 

Total debt

 

 

 

 

 

 

 

 

131,104

 

 

 

131,207

 

 

 

 

 

 

 

 

 

122,387

 

 

 

128,018

 

Current portion of capital lease obligations

 

 

 

 

 

 

 

 

(6,482

)

 

 

(6,996

)

Current portion of other long-term debt

 

 

 

 

 

 

 

 

(7,500

)

 

 

(10,000

)

Current ABL Term Loan

 

 

 

 

 

 

 

 

(10,000

)

 

 

(10,000

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

 

(4,738

)

 

 

(5,519

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

 

(1,044

)

 

 

(658

)

 

 

 

 

 

 

 

 

(895

)

 

 

(958

)

Total long-term debt

 

 

 

 

 

 

 

$

116,078

 

 

$

113,553

 

 

 

 

 

 

 

 

$

106,754

 

 

$

111,541

 

 

(1)     Includes the effects of interest rate swaps.

(2)     Scheduled maturity dates for capitalfinance lease obligations range from JanuaryDecember 2019 to November 2027.

In addition to making payments in accordance with the scheduled maturities of debt required under its existing debt obligations, UNIFI 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 UNIFI’s strategy, prevailing market conditions, liquidity requirements, contractual restrictions and other factors.

Scheduled Debt Maturities

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the remainder of fiscal 2019,2020, the following four fiscal years and thereafter:

 

Fiscal 2019

 

 

Fiscal 2020

 

 

Fiscal 2021

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Thereafter

 

 

Fiscal 2020

 

 

Fiscal 2021

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Thereafter

 

ABL Revolver

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

16,500

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

17,000

 

 

$

 

ABL Term Loan

 

 

2,500

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

57,500

 

 

 

7,500

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

57,500

 

 

 

 

Capital lease obligations

 

 

3,442

 

 

 

5,559

 

 

 

2,634

 

 

 

2,417

 

 

 

91

 

 

 

461

 

Finance lease obligations

 

 

3,978

 

 

 

2,738

 

 

 

2,536

 

 

 

214

 

 

 

222

 

 

 

699

 

Total

 

$

5,942

 

 

$

15,559

 

 

$

12,634

 

 

$

12,417

 

 

$

10,091

 

 

$

74,461

 

 

$

11,478

 

 

$

12,738

 

 

$

12,536

 

 

$

10,214

 

 

$

74,722

 

 

$

699

 


Net Debt (Non-GAAP Financial Measure)

The reconciliations for Net Debt are as follows:

 

 

September 29, 2019

 

 

June 30, 2019

 

Long-term debt

 

$

106,754

 

 

$

111,541

 

Current portion of long-term debt

 

 

14,738

 

 

 

15,519

 

Unamortized debt issuance costs

 

 

895

 

 

 

958

 

Debt principal

 

 

122,387

 

 

 

128,018

 

Cash and cash equivalents

 

 

(34,118

)

 

 

(22,228

)

Net Debt

 

$

88,269

 

 

$

105,790

 

Working Capital and Adjusted Working Capital (Non-GAAP Financial Measures)

The following table presents the components of working capital and the reconciliation of working capital to Adjusted Working Capital:

 

 

December 30, 2018

 

 

June 24, 2018

 

 

September 29, 2019

 

 

June 30, 2019

 

Cash and cash equivalents

 

$

26,653

 

 

$

44,890

 

 

$

34,118

 

 

$

22,228

 

Receivables, net

 

 

79,294

 

 

 

86,273

 

 

 

85,598

 

 

 

88,884

 

Inventories

 

 

134,642

 

 

 

126,311

 

 

 

129,447

 

 

 

133,781

 

Income tax receivable

 

 

9,291

 

 

 

10,291

 

Income taxes receivable

 

 

3,605

 

 

 

4,373

 

Other current assets

 

 

18,120

 

 

 

6,529

 

 

 

16,440

 

 

 

16,356

 

Accounts payable

 

 

(43,527

)

 

 

(48,970

)

 

 

(41,131

)

 

 

(41,796

)

Accrued expenses

 

 

(12,463

)

 

 

(17,720

)

 

 

(16,162

)

 

 

(16,849

)

Other current liabilities

 

 

(15,800

)

 

 

(18,313

)

 

 

(18,186

)

 

 

(16,088

)

Working capital

 

$

196,210

 

 

$

189,291

 

 

$

193,729

 

 

$

190,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Cash and cash equivalents

 

 

(26,653

)

 

 

(44,890

)

 

 

(34,118

)

 

 

(22,228

)

Less: Income tax receivable

 

 

(9,291

)

 

 

(10,291

)

Less: Income taxes receivable

 

 

(3,605

)

 

 

(4,373

)

Less: Other current liabilities

 

 

15,800

 

 

 

18,313

 

 

 

18,186

 

 

 

16,088

 

Adjusted Working Capital

 

$

176,066

 

 

$

152,423

 

 

$

174,192

 

 

$

180,376

 

 

Working capital increased from $189,291$190,889 as of June 24, 201830, 2019 to $196,210$193,729 as of December 30, 2018,September 29, 2019, while Adjusted Working Capital increaseddecreased from $152,423$180,376 to $176,066.$174,192.

 

The decreaseincrease in cash and cash equivalents was driven by the utilization ofoperating cash to retire ABL Revolver debt in advance of UNIFI’s entering into the 2018 Amendment as described above.flows generated by our foreign operations. The decrease in receivables, net was primarily attributable to an improvement in days’ sales outstanding due to a greater mix of sales generated from our Asia Segment, where days’ sales outstanding were lower sales associated withthan the timing of the seasonal shutdown period.Company average. The increasedecrease in inventories was primarily attributable to domestic finished goods production outpacing domestic sales and higherthe decline in raw material costs.costs during the current period. The decreasechanges in income tax receivable, reflects the timing of tax paymentsother current assets, accounts payable and refunds.accrued expenses were insignificant. The increase in other current assetsliabilities primarily reflects adding operating lease liabilities in the addition of contract assets that relate to products on hand that have been reflectedcurrent period in revenue but not yet shipped to the associated customer (in connection with the adoption of the New Revenue Recognition Guidance). The decrease in accounts payable was primarily attributable to the timing of purchase activity associated with the seasonal shutdown period. The decrease in accrued expenses was primarily attributable to the payment of variable compensation earned in fiscal 2018 and the impact of the December shutdown period. The change in other current liabilities reflects one less current ABL Term Loan principal payment in connection with the 2018 Amendment.new lease guidance.

Capital Projects

During the current six-month period, UNIFI invested approximately $12,300$4,585 in capital projects, primarily relating to (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) annual maintenance capital expenditures.  UNIFI will seek to ensure that maintenance capital expenditures are sufficient to allow continued production at high efficiencies.

Through the remainder of fiscal 2019, UNIFI expects to invest an additional $12,700 in capital projects (for an aggregate fiscal 2019 estimate of $25,000), which include (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) routine annual maintenance capital expenditures. Maintenance capital expenditures are necessary to support UNIFI’s current operations, capacities and capabilities and exclude expenses relating to repairs and costs that do not extend an asset’s useful life.

Through the remainder of fiscal 2020, UNIFI expects to invest an additional $20,415 in capital projects (for an aggregate fiscal 2020 estimate of $25,000), which includes (i) making further improvements in production capabilities and technology enhancements in the Americas, including the purchase and installation of new eAFK Evo texturing machines, and (ii) routine annual maintenance capital expenditures to allow continued efficient production.

The total amount ultimately invested infor fiscal 20192020 could be more or less than the anticipatedcurrently estimated amount depending on the timing and scale of contemplated initiatives, and other factors, and is expected to be funded by a combination of cash flows from operations and borrowings under the ABL Revolver.  UNIFI expects the recent capital projects to provide 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 products, as part of our mix enrichment strategy, we may incur additional capital 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,processes, 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 higher sales volumes and an improved mix from higher-margin products.

StockShare Repurchase Program

On April 23, 2014, UNIFI announced that the Board had approved the 2014 SRP under which UNIFI was authorized to acquire up to $50,000 of its common stock.  UNIFI made no repurchases of its shares of common stock during the current six-month period. Through October 31, 2018 (the date the 2014 SRP was terminated, as discussed below), UNIFI repurchased a total of 806 shares, at an average price of $27.79 (for a total of $22,409, inclusive of commission costs) pursuant to the 2014 SRP.

On October 31, 2018, UNIFI announced that the Board had terminated the 2014 SRP and approved the 2018 SRP under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing


and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date.

 

As of December 30, 2018,September 29, 2019, $50,000 remains available for repurchase under the 2018 SRP.


Liquidity Summary

UNIFI 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.  UNIFI believes that its existing cash balances, cash flows from operationsprovided by operating activities, and borrowings available under the ABL Revolver will enable UNIFI to comply with the terms of its indebtedness and to meet its foreseeable liquidity requirements.  Domestically, UNIFI’s existing cash balances, cash provided by operating activities, and borrowings available under the ABL Revolver continue to be sufficient to fund UNIFI’s domestic operating activities as well as cash commitments for its investing and financing activities.  For its existing foreign operations, UNIFI 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. However, any expansion of our foreign operations may require cash sourced from our domestic subsidiaries.

Cash Provided by (Used in) Provided by Operating Activities

The significant components of net cash provided by (used in) provided by operating activities are summarized below. UNIFI analyzes net cash provided by (used in) provided by operating activities utilizing the major components of the statements of cash flows prepared under the indirect method.

 

 

For the Six Months Ended

 

 

For the Three Months Ended

 

 

December 30, 2018

 

 

December 24, 2017

 

 

September 29, 2019

 

 

September 30, 2018

 

Net income

 

$

2,983

 

 

$

20,762

 

 

$

3,712

 

 

$

1,812

 

Equity in earnings of unconsolidated affiliates

 

 

(1,253

)

 

 

(3,298

)

Equity in loss (earnings) of unconsolidated affiliates

 

 

866

 

 

 

(239

)

Depreciation and amortization expense

 

 

11,652

 

 

 

11,135

 

 

 

5,685

 

 

 

6,036

 

Non-cash compensation expense

 

 

3,039

 

 

 

3,569

 

 

 

187

 

 

 

998

 

Deferred income taxes

 

 

(332

)

 

 

(6,282

)

 

 

(760

)

 

 

909

 

Subtotal

 

 

16,089

 

 

 

25,886

 

 

 

9,690

 

 

 

9,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received from unconsolidated affiliates

 

 

630

 

 

 

8,678

 

 

 

10,437

 

 

 

504

 

Inventories

 

 

(17,139

)

 

 

(4,556

)

Change in inventories

 

 

1,981

 

 

 

(15,079

)

Other changes in assets and liabilities

 

 

(3,555

)

 

 

(9,619

)

 

 

1,714

 

 

 

101

 

Net cash (used in) provided by operating activities

 

$

(3,975

)

 

$

20,389

 

Net cash provided by (used in) operating activities

 

$

23,822

 

 

$

(4,958

)

 

The decreaseincrease in net cash provided by (used in) provided by operating activities from the prior six-month period to the current six-month period was primarily due to (i) the significant increase in inventories and other current assets as shown and discussed above under “Working Capital,” (ii) approximately $8,000 less in dividends$10,437 of distributions received from unconsolidated affiliates and (iii) lower Adjusted EBITDA. The decrease was partially offset by approximately $8,500 of tax refunds receivedPAL in the current six-month period.period and (ii) improved management of receivables and inventories.

Cash Used in Investing Activities and (Used in) Provided by Financing Activities

UNIFI utilized $12,362$4,606 for investing activities and utilized $1,294 (net) from$6,523 for financing activities during the current six-month period.

Investing activities include $12,342$4,585 for capital expenditures, which primarily relatingrelate to ongoing maintenance capital expenditures andalong with production capabilities and technology enhancements in the Americas.

Significant financing activities include net payments relatingagainst the ABL Facility primarily to long-term obligations, partially offset by receipts of $244 relating to stock option exercises.retire ABL Revolver debt upon receiving $10,437 in distributions from PAL.

Contractual Obligations

UNIFI has incurred various financial obligations and commitments in its normal course of business.  Financial obligations are considered to represent known future cash payments that UNIFI is required to make under existing contractual arrangements, such as debt and lease agreements.

There have been no material changes in the scheduled maturities of UNIFI’s contractual obligations as disclosed in the table under the heading “Contractual Obligations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 20182019 Form 10-K.

Off-Balance Sheet Arrangements

UNIFI 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 UNIFI’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 estimatesestimate from quarter to quarter could materially impact the presentation of the financial statements.  UNIFI’s critical accounting policies are discussed in the 20182019 Form 10-K.  There were no material changes to these policies during the current six-month period.

 

 


Item 3.

QuantitativeQuantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

UNIFI is exposed to interest rate risk through its borrowing activities.  As of December 30, 2018,September 29, 2019, UNIFI had borrowings under its ABL Revolver and ABL Term Loan that totaled $116,500$112,000 and contain variable rates of interest; however, UNIFI hedges a significant portion of such interest rate variability using interest rate swaps.  After considering the variable rate debt obligations that have been hedged and UNIFI’s outstanding debt obligations with fixed rates of interest, UNIFI’s sensitivity analysis indicates that a 50-basis point increase in LIBOR as of December 30, 2018September 29, 2019 would result in an increase in annual interest expense of less than $300.

Foreign Currency Exchange Rate Risk

UNIFI conducts its business in various foreign countries and in various foreign currencies.  Each of UNIFI’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 UNIFI to foreign currency exchange rate risk.  UNIFI may enter into foreign currency forward contracts to hedge this exposure.  UNIFI may also enter into foreign currency forward contracts to hedge its exposure for certain equipment or inventory purchase commitments.  As of December 30, 2018,September 29, 2019, UNIFI had no outstanding foreign currency forward contracts.

A significant portion of raw materials purchased by UNIFI’s Brazilian subsidiary are denominated in USDs, requiring UNIFI to regularly exchange BRL. A significant portion of sales and asset balances for our Asian subsidiaries are denominated in USDs. During recent fiscal years, UNIFI was negatively impacted by a devaluation of the BRL.  Also, the RMB experienced fluctuations in the value of the RMB haveat times during fiscal 2020 and 2019, which generated foreign currency transaction impactstranslation losses in certain fiscal quarters. Discussion and analysis surrounding the impact of fluctuationsthe devaluation of the BRL and fluctuations in the value of the RMB on UNIFI’s results of operations are included above in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of December 30, 2018,September 29, 2019, UNIFI’s foreign subsidiaries, outside the United States, whose functional currency is other than the USD, held approximately 16.6%18.1% of UNIFI’s consolidated total assets. UNIFI does not enter into foreign currency derivatives to hedge its net investment in its foreign operations.

As of December 30, 2018, $24,861,September 29, 2019, $29,625, or 93.3%86.8%, of UNIFI’s cash and cash equivalents was held outside the United States,U.S., of which $18,071$16,202 was held in USDs, $1,511USD, $988 was held in RMBsRMB and $5,047$12,009 was held in BRLs.BRL. Approximately $4,300 of USD were held inside the U.S. by a foreign subsidiary.

Raw Material and Commodity Risks

A significant portion of UNIFI’s raw material 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.  A sudden rise in the price of petroleum and petroleum-based products could have a material impact on UNIFI’s profitability.  UNIFI does not use financial instruments to hedge its exposure to changes in these costs.  The costs of the primary raw materials that UNIFI uses throughout all of its operations are generally based on USD 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.  UNIFI manages fluctuations in the cost of raw materials primarily by making corresponding adjustments to the prices charged to its customers.  Certain customers are subject to an index-based pricing model in which UNIFI’s prices are adjusted based on the change in the cost of raw materials in the prior fiscal quarter.  Pricing adjustments for other customers must be negotiated independently.  At times, UNIFI is unableattempts to pass on to its customers risesincreases in raw material costs and, when itbut due to market pressures, this is not always possible. When price increases can be implemented, there is typically is a time lag that adversely affects UNIFI and its margins during one or more periods.quarters.  In ordinary market conditions in which raw material price increases have stabilized and sales volumes are consistent with traditional levels, UNIFI has historically been successful in implementing price adjustments within one to two fiscal quarters of the raw material price increase for its index priced customers and within two fiscal quarters of the raw material price increase for its non-index priced customers.

During the first quarter of fiscal 2018,2020, UNIFI experienced a favorable, declining raw material cost environment, in contrast to a generally elevated polyesterraw material cost environment in fiscal 2019 and 2018. However, our raw material costs in connection with heightened petroleum prices,remain subject to the volatility described above and, these costs continued to increase during the first four months of fiscal 2019 due to a tighter global supply of polyester and increased demand for polyester feedstock.  In combination with a difficult operating environment characterized by lower textured yarn volumes in the domestic market, where sufficient corresponding price increases were difficult to achieve, these costs drove a decline in gross profit for the first six months of fiscal 2019. However, UNIFI’s outlook for the second half of fiscal 2019 includes a more favorable raw material cost and selling price relationship due to a meaningful decline inshould raw material costs during Novemberspike unexpectedly, UNIFI’s results of operations and December 2018.cash flows are likely to be adversely impacted.

Other Risks

UNIFI 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

As of December 30, 2018,September 29, 2019, an evaluation of the effectiveness of UNIFI’s disclosure controls and procedures (as defined in Rules 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 UNIFI’s management, including the principal executive officer and the principal financial officer. Based on that evaluation, UNIFI’s principal executive officer and principal financial officer concluded that UNIFI’s disclosure controls and procedures are effective to ensure that information required to be disclosed by UNIFI 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 SEC rules and forms, and that information required to be disclosed by UNIFI in the reports UNIFI files or submits under the Exchange Act is accumulated and communicated to UNIFI’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


There were no changes in UNIFI’s internal control over financial reporting during the three months ended December 30, 2018September 29, 2019 that have materially affected, or are reasonably likely to materially affect, UNIFI’s internal control over financial reporting.


PART II—OTHER INFORMATION

Item 1.

Legal Proceedings

We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.

Item 1A.

Risk Factors

There have been no material changes in UNIFI’s risk factors from those disclosed in “Item 1A. Risk Factors” in the 2018 Form 10-K and in “Item 1A. Risk Factors” in UNIFI’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.


Item 6.

Exhibits

 

Exhibit No.

 

Description

 

 

 

3.1

 

Restated Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).

 

 

 

3.2

 

Amended and Restated By-laws of Unifi, Inc., as of October 26, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).

 

 

 

4.13.3

 

ThirdDeclaration of Amendment to the Amended and Restated Credit Agreement and Second Amendment to Amended and Restated Guaranty and Security Agreement, dated asBy-laws of December 18, 2018, by and among Unifi, Inc. and Unifi Manufacturing, Inc., as borrowers, Unifi Sales & Distribution, Inc. and See 4 Process Improvement Solutions, LLC, as guarantors, Wells Fargo Bank, National Association, as agent for the lenders party thereto, and the lenders party theretoeffective April 30, 2019 (incorporated by reference to Exhibit 4.13.1 to the Current Report on Form 8-K filed December 20, 2018May 1, 2019 (File No. 001-10542)).

 

 

 

10.1*

 

Employment Agreement by and between Unifi, Inc. Amended and Restated 2013 Incentive Compensation PlanCraig A. Creaturo, effective as of August 28, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2018September 3, 2019 (File No. 001-10542)).

10.2*

Form of Vested Share Unit Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.3*

Form of Restricted Stock Unit Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.4*

Form of Incentive Stock Option Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.5+*

Form of Stock Option Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan.

10.6+*

Form of Cash-Settled Restricted Stock Unit Agreement for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan.

 

 

 

31.1+

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2+

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1++

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2++

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101+

 

The following financial information (unaudited) from Unifi, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2018,September 29, 2019, filed February 6,November 7, 2019, formatted in eXtensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income,Loss, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

 

+

Filed herewith.

++

Furnished herewith.

*

Indicates a management contract or compensatory plan or arrangement.

 


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)

 

 

 

 

Date: February 6,November 7, 2019

 

By:

/s/ CHRISTOPHERCRAIG A. SMOSNACREATURO

 

 

 

ChristopherCraig A. SmosnaCreaturo

 

 

 

Executive Vice President Treasurer & Interim Chief Financial Officer

 

 

 

(Principal Financial Officer and Principal

Accounting Officer)

 

 

3633