SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File
June 28, 1998 Number 1-10542
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UNIFI, INC.
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(Exact name of Registrant as specified in its charter)
New York 11-2165495
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina 27410
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (336) 294-4410
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class On Which Registered
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Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliated of the
Registrant as of August 14, 1998, based on a closing price of $23.875 per
share: $1,427,674,599.87
Number of shares outstanding as of August 14, 1998: 61,355,386
Documents Incorporated By Reference
Portions of the Annual Report to Shareholders of Unifi, Inc. for the fiscal
year ended June 28, 1998, are incorporated by reference into Parts I and II
hereof.
Portions of the definitive proxy statement for the Annual Meeting of the
Shareholders of Unifi, Inc., to be held on October 22, 1998, are incorporated
by reference into Part III.
Exhibits, Financial Statement Schedules and Reports on Form 8-K index is
located on pages IV-1 through IV-6.
PART I
Item 1. Business:
Unifi, Inc., a New York corporation formed in 1969, together with its
subsidiaries, hereinafter set forth, (the "Company" or "Unifi"), is one of the
largest and most diversified processors of polyester and nylon yarns in the
world. The Company is engaged in the business of texturing polyester and
nylon filament fiber to produce polyester and nylon yarns, dyed yarns and
spandex yarns covered with nylon and polyester. The Company sells its
products to knitters and weavers that produce fabrics for the apparel,
automotive upholstery, hosiery, home furnishings, industrial and other end use
markets.
Texturing polyester and nylon filament fiber involves the processing of
partially oriented yarn ("POY"), which is either raw polyester or nylon
filament fiber purchased from chemical manufacturers, to give it greater bulk,
strength, stretch, consistent dyeability and a softer feel, thereby making it
suitable for use in knitting and weaving of fabrics. The texturing process
involves the use of high speed machines to draw, heat and twist the POY to
produce yarn having various physical characteristics, depending on its
ultimate end use.
On June 30, 1997, the Company and Parkdale Mills, Inc. ("Parkdale")
contributed cash, assets and certain liabilities associated with their
respective open-end and air jet spun cotton yarn operations to a newly formed
joint venture, Parkdale America, LLC ("Parkdale America"). As a result, the
Company and Parkdale own a 34.0% and 66.0% equity interest in Parkdale
America, respectively. Parkdale America is one of the largest and most
diversified processors of spun cotton yarns in the world. The Company
believes that its equity ownership in Parkdale America provides it with an
opportunity to partner with the leading manufacturer in the cotton yarn
industry and to increase the profitability of these operations through
economies of scale and elimination of redundant overhead costs.
On November 14, 1997, the Company completed its $55.8 million acquisition
of SI Holding Company ("SI Holding"), a manufacturer of covered nylon yarns
operating under the "Spanco" name, generating approximately $85.0 million in
annual sales.
On May 29, 1998, the Company and Burlington Industries, Inc. ("BI")
contributed certain assets associated with their respective textured polyester
yarn businesses to a newly formed limited liability company, Unifi Textured
Polyester, LLC ("UTP"). Unifi contributed its textured polyester yarn
facilities in Yarkinville, North Carolina and BI contributed its textured
yarn operation in Mayodan, North Carolina. Unifi is the majority owner of the
new entity (approximately 85%) and manages the business, while BI holds a
minority interest. All yarn products are sold under the Unifi label. The
Company's polyester texturing facility in Reidsville, North Carolina, which
processes textured products for yarn dyeing, was not contributed to UTP.
I-1
The information included under "Year 2000 Compliance Status" on pages 35
and 36 of the Annual Report of the company for fiscal year ended June 28,
1998, is incorporated herein by reference.
SOURCES AND AVAILABILITY OF RAW MATERIALS:
The primary suppliers of POY to the Company are E. I. DuPont de Nemours
and Company, Hoechst Celanese Corporation, Wellman Industries, Cookson Fibers,
Inc., and Nan Ya Plastics Corp. of America with the majority of the Company's
POY being supplied by DuPont. In addition, the Company has POY manufacturing
facilities in Ireland, and recently began full-scale operation in its newly
constructed, state-of-the-art manufacturing facility in Yadkinville, North
Carolina, designed to further vertically integrate the Company's domestic
polyester operations. Management expects this facility to provide
approximately 25% of its total domestic POY supply needs. Management expects
that all polyester fiber manufactured by this facility will be used by the
Company. Although the Company is heavily dependent upon a limited number of
suppliers, the Company has not had and does not anticipate any material
difficulty in obtaining its raw POY.
PATENTS AND LICENSES: The Company currently has several patents and
registered trademarks, none of which it considers material to its business as a
whole.
CUSTOMERS: The Company in fiscal year ended June 28, 1998, sold its
polyester and nylon yarns to approximately 1,260 customers, no one
customer's purchases exceeded 10% of net sales during said period, the ten
largest customers accounted for approximately 32% of total net sales. The
Company does not believe that it is dependent on any one customer.
BACKLOG: The Company, other than in connection with certain foreign
sales and for textured yarns that are package dyed according to customers'
specifications, does not manufacture to order. The Company's products can be
used in many ways and can be thought of in terms of a commodity subject to
the laws of supply and demand and, therefore, does not have what is considered
a backlog of orders. In addition, the Company does not consider its products
to be seasonal ones.
COMPETITIVE CONDITIONS: The textile industry in which the Company
currently operates is keenly competitive. The Company processes and sells
high-volume commodity products, pricing is highly competitive with product
quality and customer service being essential for differentiating the
competitors within the industry. Product quality insures manufacturing
efficiencies for the customer. The Company's polyester and nylon yarns, dyed
yarns, and covered yarns compete with a number of other domestic producers of
such yarns. In the sale of polyester filament yarns, major competitors are
Dillon Yarn Company, Inc., and Milliken & Company and in the sale of nylon
yarns, dyed yarns, and covered yarns, major competitors are Jefferson Mills,
Inc., Worldtex, Inc., and Spectrum Dyed Yarns, Inc..
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RESEARCH AND DEVELOPMENT: The estimated amount spent during each of the
last three fiscal years on Company-sponsored and Customer-sponsored research
and development activities is considered immaterial.
COMPLIANCE WITH CERTAIN GOVERNMENT REGULATIONS: Management of the
Company believes that the operation of the Company's production facilities and
the disposal of waste materials are substantially in compliance with
applicable laws and regulations.
EMPLOYEES: The number of full-time employees of the Company is
Approximately 6,400.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC INTERNATIONAL
OPERATIONS AND EXPORT SALES: The information included under the heading
"Business Segments, Foreign Operations and Concentrations of Credit Risk"
on Page 28 of the Annual Report of the Company to the Shareholders for the
fiscal year ended June 28, 1998, is incorporated herein by reference.
Item 2. Description of Property:
The Company currently maintains a total of 24 manufacturing and
warehousing facilities and one central distribution center in North Carolina,
one manufacturing and related warehousing facility in Staunton, Virginia, one
central distribution center in Fort Payne, Alabama, two manufacturing
operations in Letterkenny, County of Donegal,
Republic of Ireland and two warehousing locations in Carrickfergus, Northern
Ireland. All of these facilities, which contain approximately 7,992,513
square feet of floor space, with the exception of one (1) plant facility
leased from NationsBank Leasing and R.E. Corp. pursuant to a Sales-leaseback
Agreement entered on May 20, 1997, as amended, and two warehouses in
Carrickfergus, Northern Ireland, are owned in fee; and management believes they
are in good condition, well maintained, and are suitable and adequate for
present production.
The Company leases sales offices and/or apartments in New York,
Coleshill, England, Oberkotzau, Germany, and Lyon, France, and has a
representative office in Tokyo, Japan.
The Company also leases its corporate headquarters building at 7201 West
Friendly Avenue, Greensboro, North Carolina, which consists of a building
containing approximately 121,125 square feet located on a tract of land
containing approximately 8.99 acres. This property is leased from
Merrill Lynch Trust Company of North Carolina, Trustee under the Unifi, Inc.
Profit Sharing Plan and Trust, and Wachovia Bank & Trust Company, N.A.,
Independent Trustee. On May 20, 1996, the Company exercised its option to
extend the term of the lease on this property for five (5) years, through
March 13, 2002. Reference is made to a copy of the lease agreement attached
to the Registrant's Annual Report on Form 10-K as Exhibit (10d) for the fiscal
year ended June 28, 1987, which is by reference incorporated herein.
I-3
The information included under "Leases and Commitments"
on Page 27 of the Annual Report of the Company to Shareholders for fiscal
year ended June 28, 1998, is incorporated herein by reference.
Item 3. Legal Proceedings:
The Company is not currently involved in any litigation which is
considered material, as that term is used in Item 103 of Regulation S-K.
Item 4. Submission of Matters to a Vote of Security Holders:
No matters were submitted to a vote of security holders during the fourth
quarter for the fiscal year ended June 28, 1998.
I-4
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
(a)(c) PRICE RANGE OF COMMON STOCK AND DIVIDENDS PAID.
The information included under the heading "Market and Dividend
Information (Unaudited)" on Page 31 of the Annual Report of the Company to
Shareholders for the fiscal year ended June 28, 1998, is incorporated herein
by reference.
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Record Holders
(as of August 14, 1998)
Common Stock, $.10 par value 929
(c) CASH DIVIDEND POLICY. Effective July 16, 1998, the Board of
Directors of the Company terminated its previously-established policy of
April, 1990 of paying cash dividends equal to approximately 30% of the
Company's after tax earnings for the previous year and authorized management
of the Company to utilize cash equal to said 30% of previous year's earnings
to purchase shares of the Company's stock, as, management deems advisable up
to ten (10) million shares. Under said April 1990 cash dividend policy, the
Company paid a quarterly dividend of $.14 per share on its common stock for
each quarter of the 1998 fiscal year.
Item 6. Selected Financial Data:
The financial data for the five fiscal years included under the heading
"Summary of Selected Financial Data" on Page 30 of the Annual Report of the
Company to Shareholders for the fiscal year ended June 28, 1998, is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations:
The information included under the heading "Management's Review and
Analysis of Operations and Financial Position" beginning on Page 32 and ending
on Page 36 of the Annual Report of the Company to Shareholders for the fiscal
year ended June 28, 1998, is incorporated herein by reference.
II-1
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The information included under the heading "Derivative Financial
Instruments and Fair Value of Financial Instruments" on Page 28 of
the Annual Report of the Company to Shareholders for the fiscal year ended
June 28, 1998, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data:
The report of independent auditors, consolidated financial statements and
notes beginning on Page 17 and ending on Page 29 and the information included
under the heading "Quarterly Results (Unaudited)" on Page 31 of the Annual
Report of the Company to Shareholders for the fiscal year ended June 28, 1998,
are incorporated herein by reference.
Item 9. Change in and Disagreements With Accountants on Accounting and
Financial Disclosure:
The Company has not changed accountants nor are there any disagreements
with its accountants, Ernst & Young LLP, on accounting and financial
disclosure that should be reported pursuant to Item 304 of Regulation S-K.
II-2
PART III
Item 10. Directors and Executive Officers of Registrant and Compliance with
Section 16(a) of the Exchange Act:
(a) Directors of Registrant: The information included under the headings
"Election of Directors", "Nominees for Election as Directors", "Security
Holding of Directors, Nominees, and Executive Officers", "Directors'
Compensation", "Committees of the Board of Directors", and compliance with
Section 16(a) of The Securities and Exchange Act, beginning on Page 2 and
ending on Page 6 and on page 12 of the definitive proxy statement filed with
the Commission since the close of the Registrant's fiscal year ended June 28,
1998, and within 120 days after the close of said fiscal year, are
incorporated herein by reference.
(b) Identification of Executive Officers:
Chairman of The Board of Directors
G. Allen Mebane, IV Mr. Mebane is 68 and has been an Executive Officer
and member of the Board of Directors of the Company since 1971, and served as
President and Chief Executive Officer of the Company, relinquishing these
positions in 1980 and 1985, respectively. He was the Chairman of the Board of
Directors for many years, Chairman of the Executive Committee from 1974 to
1995, and was elected as one of the three members of the Office of Chairman on
August 8, 1991. On October 22, 1992, Mr. Mebane was again elected as Chairman
of the Board of Directors.
President and Chief Executive Officer
William T. Kretzer Mr. Kretzer is 52 and served as a Vice President or
Executive Vice President from 1971 until 1985. He has been the President and
Chief Executive Officer since 1985. He has been a member of the Board of
Directors since 1985 and has been Chairman of the Executive Committee since
1995.
Executive Vice Presidents
Jerry W. Eller Mr. Eller is 57 and has been a Vice President or
Executive Vice President since 1975. He has been a member of the Board of
Directors since 1985 and is a member of the Executive Committee.
G. Alfred Webster Mr. Webster is 50 and has been a Vice President or
Executive Vice President since 1979. He has been a member of the Board of
Directors since 1986 and is a member of the Executive Committee.
III-1
Senior Vice Presidents
Kenneth L. Huggins Mr. Huggins is 55, had been an employee of Macfield,
Inc. since 1970 and, at the time of the Macfield merger with Unifi, was
serving as a Vice President of Macfield and President of Macfield's Dyed Yarn
Division. He was a Director of Macfield from 1989 until August 8, 1991, when
Macfield, Inc. merged into and with Unifi. He is Senior Vice President and
also Assistant to the President.
Raymond W. Maynard Mr. Maynard is 55 and has been a Vice President of
the Company since June 27, 1971, and a Senior Vice President since October 22,
1992.
Willis C. Moore, III Mr. Moore is 45 and had been a Partner with Ernst
& Young LLP, or its predecessors from 1985 until December, 1994, when he
became employed by the Company as its Chief Financial Officer. Mr. Moore was
elected as a Vice President of the Company on October 19, 1995, and is
currently serving as a Senior Vice President and Chief Financial Officer.
Vice Presidents
James W. Brown, Jr. Mr. Brown is 46 and was an employee of Macfield
from 1973 until the Macfield merger on August 8, 1991, when he became an
employee of the Company. He became a Vice President of the Company on October
22, 1992, and he is currently serving as President of the Nylon/Covered Yarn
Division of the Company.
Stewart O. Little Mr. Little is 45 and has been a Vice President of
the Company since October 24, 1985. He is currently serving as President of
the Polyester Division of the Company.
Ralph D. Mayes Mr. Mayes is 49 and had been a Vice President and Chief
Information Officer of the Leggett Group from 1992 until September, 1994 when
he became employed by the Company as its Chief Information Officer. Mr. Mayes
was elected as a Vice President on October 20, 1994, and is currently serving
as Vice President and Chief Information Officer.
These officers were elected by the Board of Directors of the Registrant
at the Annual Meeting of the Board of Directors held on October 23, 1997.
Each officer was elected to serve until the next Annual Meeting of the Board
of Directors or until his successor was elected and qualified.
(c) Family Relationship: Mr. Mebane, Chairman of the Board, and Mr. C.
Clifford Frazier, Jr., the Secretary of the Registrant, are first cousins.
Except for this relationship, there is no family relation between any of the
Officers.
III-2
Item 11. Executive Compensation:
The information set forth under the headings "Compensation and Option
Committees Interlocks and Insider Participation in Compensation Decisions",
"Executive Officers and Their Compensation", "Employment and Termination
Agreements", "Options Granted", "Option Exercises and Option/SAR Values", the
"Report of the Compensation and Incentive Stock Option Committees on Executive
Compensation", and the "Performance Graph-Shareholder Return on Common Stock"
beginning on Page 6 and ending on Page 11 of the Company's definitive proxy
statement filed with the Commission since the close of the Registrant's fiscal
year ended June 28, 1998, and within 120 days after the close of said fiscal
year, are incorporated herein by reference.
For additional information regarding executive compensation reference is
made to Exhibits (101), (10m), (10n), (10q) and (10r) of this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management:
Security ownership of certain beneficial owners and management is the
same as reported under the heading "Information Relating to Principal Security
Holders" on Page 2 of the definitive proxy statement and under the heading
"Security Holding of Directors, Nominees and Executive Officers" on Page 4
and Page 5 of the definitive proxy statement filed with the Commission
pursuant to Regulation 14(a) within 120 days after the close of the fiscal
year ended June 28, 1998, which are hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions:
The information included under the heading "Compensation and Option
Committees Interlocks and Insider Participation In Compensation Decisions",
on Page 6 of the definitive proxy statement filed with the Commission since
the close of the Registrant's fiscal year ended June 28, 1998, and within 120
days after the close of said fiscal year, is incorporated herein by
reference.
III-3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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.
September 28, 1998 BY: WILLIAM T. KRETZER
______________________________
William T. Kretzer, President
(Chief Executive Officer)
September 28, 1998 BY: WILLIS C. MOORE, III
______________________________
Willis C. Moore,III, Sr Vice President
(Chief Financial Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
G. ALLEN MEBANE, IV
September 28, 1998 Chairman __________________________
and Director G. Allen Mebane, IV
WILLIAM T. KRETZER
September 28, 1998 President, Chief __________________________
Executive Officer William T. Kretzer
and Director
ROBERT A. WARD
September 28, 1998 Senior Advisor ___________________________
to President and Robert A. Ward
Director
JERRY W. ELLER
September 28, 1998 Executive Vice ___________________________
President and Jerry W. Eller
Director
G. ALFRED WEBSTER
September 28, 1998 Executive Vice ___________________________
President and G. Alfred Webster
Director
CHARLES R. CARTER
September 28, 1998 Director ___________________________
Charles R. Carter
KENNETH G. LANGONE
September 28, 1998 Director ___________________________
Kenneth G. Langone
DONALD F. ORR
September 28, 1998 Director ___________________________
Donald F. Orr
J.B. DAVIS
September 28, 1998 Director ___________________________
J. B. Davis
R. WILEY BOURNE, JR.
September 28, 1998 Director ___________________________
R. Wiley Bourne, Jr.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements
The following financial statements and report of independent auditors included
in the Annual Report of Unifi, Inc. to its Shareholders for the fiscal year
ended June 28, 1998, are incorporated herein by reference. With the exception
of the aforementioned information and the information incorporated by
reference in Items 1, 2, 5, 6, 7 7A and 8 herein, the 1998 Annual Report to
shareholders is not deemed to be filed as part of this report.
Annual
Report
Pages
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Consolidated Balance Sheets at June 28, 1998
and June 29, 1997 18
Consolidated Statements of Income for the
Years Ended June 28, 1998, June 29, 1997,
and June 30, 1996 19
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
June 28, 1998, June 29, 1997 and June 30,
1996 20
Consolidated Statements of Cash Flows for
the Years Ended June 28, 1998, June 29,
1997 and June 30, 1996 21
Notes to Consolidated Financial Statements 22 - 29
Management's Review and Analysis of Operations and
Financial Position 32 - 36
Report of Independent Auditors 17
(a) 2. Financial Statement Schedules
Form 10-K
Pages
Schedules for the three years ended June 28, 1998:
II - Valuation and Qualifying Accounts IV-6
IV-1
Schedules other than those above are omitted because they are not
required, are not applicable, or the required information is given in the
consolidated financial statements or notes thereto.
Individual financial statements of the Registrant have been omitted
because it is primarily an operating company and all subsidiaries included in
the consolidated financial statements being filed, in the aggregate, do not
have minority equity interest and/or indebtedness to any person other than
the Registrant or its consolidated subsidiaries in amounts which together
exceed 5% of the total assets as shown by the most recent year end
consolidated balance sheet.
(a) 3. Exhibits
(2a-1) Contribution Agreement, dated June 30, 1997, by and between
Parkdale Mills, Inc., Unifi, Inc., UNIFI Manufacturing, Inc., and Parkdale
America, LLC, filed as Exhibit (2) to Unifi's Form 8-K filed with the
Commission on July 15, 1997, which is incorporated herein by reference.
(3a) Restated Certificate of Incorporation of Unifi, Inc., dated July 21,
1994, (filed as Exhibit (3a) with the Company's Form 10-K for the fiscal year
ended June 26, 1994), which is incorporated herein by reference.
(3b) Restated By-Laws of Unifi, Inc., (filed as Exhibit (3b) with the
Company's Form 10-K for the fiscal year ended June 29, 1997), which is
incorporated herein by reference.
(4a) Specimen Certificate of Unifi, Inc.'s common stock, filed as Exhibit
4(a) to the Registration Statement on Form S-1, (Registration No. 2-45405),
which is incorporated herein by reference.
(4b) Unifi, Inc.'s Registration Statement for the 6 1/2% Notes due 2008,
Series B, filed on Form S-4 (Registration No. 333-49243), which is
incorporated herein by reference.
(10a) *Unifi, Inc. 1982 Incentive Stock Option Plan, as amended, filed as
Exhibit 28.2 to the Registration Statement on Form S-8, (Registration No.
33-23201), which is incorporated herein by reference.
(10b) *Unifi, Inc. 1987 Non-Qualified Stock Option Plan, as amended, filed
as Exhibit 28.3 to the Registration Statement on Form S-8, (Registration No.
33-23201), which is incorporated herein by reference.
(10c) *Unifi, Inc. 1992 Incentive Stock Option Plan, effective July 16,
1992, (filed as Exhibit (10c) with the Company's Form 10-K for the fiscal year
ended June 27, 1993), and included as Exhibit 99.2 to the Registration
Statement on Form S-8 (Registration No. 33-53799), which are incorporated
herein by reference.
IV-2
(10d) *Unifi, Inc.'s Registration Statement for selling Shareholders, who
are Directors and Officers of the Company, who acquired the shares as stock
bonuses from the Company, filed on Form S-3 (Registration No. 33-23201),
which is incorporated herein by reference.
(10e) Unifi Spun Yarns, Inc.'s 1992 Employee Stock Option Plan filed as
Exhibit 99.3 to the Registration Statement on Form S-8 (Registration No.
33-53799), which is incorporated herein by reference.
(10f) *Unifi, Inc.'s 1996 Incentive Stock Option Plan (filed as Exhibit
10(f) with the Company's Form 10-K for the fiscal year ended June 30, 1996),
which is incorporated herein by reference.
(10g) *Unifi, Inc.'s 1996 Non-Qualified Stock Option Plan (filed as
Exhibit 10(g) with the Company's Form 10-K for the fiscal year ended June 30,
1996), which is incorporated herein by reference.
(10h) Lease Agreement, dated March 2, 1987, between NationsBank, Trustee
under the Unifi, Inc. Profit Sharing Plan and Trust, Wachovia Bank and Trust
Co., N.A., Independent Fiduciary, and Unifi, Inc., (filed as Exhibit (10d)
with the Company's Form 10-K for the fiscal year ended June 28, 1987), which
is incorporated herein by reference.
(10i) Factoring Contract and Security Agreement and a Letter Amendment
thereto, all dated as of May 25, 1994, by and between Unifi, Inc. and the CIT
Group/DCC, Inc., (filed as Exhibit (10g) with the Company's Form 10-K for the
fiscal year ended June 26, 1994), which are incorporated herein by
reference.
(10j) Factoring Contract and Security Agreement, dated as of May 2, 1988,
between Macfield, Inc., and First Factors Corp., and First Amendment thereto,
dated September 28, 1990, (both filed as Exhibit (10g) with the Company's Form
10-K for the fiscal year ended June 30, 1991), and Second Amendment to the
Factoring Contract and Security Agreement, dated March 1, 1992, (filed as
Exhibit (10g) with the Company's Form 10-K for the fiscal year ended June 28,
1992), and Letter Agreement dated August 31, 1993 and Amendment to Factoring
Contract and Security Agreement dated January 5, 1994, (filed as Exhibit (10h)
with the Company's Form 10-K for the fiscal year ended June 26, 1994), which
are incorporated herein by reference.
(10k) Factoring Agreement dated August 23, 1995, and a Letter Amendment
thereto dated October 16, 1995, by and between Unifi, Inc. and Republic
Factors Corp., (filed as Exhibit 10(k) with the Company's Form 10-K for the
fiscal year ended June 30, 1996), which is incorporated herein by reference.
IV-3
(10l) *Employment Agreement between Unifi, Inc. and G. Allen Mebane, dated
July 19, 1990, (filed as Exhibit (10h) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), which is incorporated herein by reference.
(10m) *Employment Agreement between Unifi, Inc. and William T. Kretzer,
dated July 19, 1990, (filed as Exhibit (10i) with the Company's Form 10-K for
the fiscal year ended June 30, 1991), and Amendment to Employment Agreement
between Unifi, Inc. and William T. Kretzer, dated October 22, 1992 (filed as
Exhibit (10j) with the Company's Form 10-K for fiscal year ended June 27,
1993), which are incorporated herein by reference.
(10n) *Severance Compensation Agreement between Unifi, Inc. and William T.
Kretzer, dated July 20, 1996, expiring on July 19, 1999 (similar agreements
were signed with G. Allen Mebane, Robert A. Ward, Jerry W. Eller and G. Alfred
Webster)(filed as Exhibit (10n) with the Company's Form 10-K for fiscal year
ended June 30, 1996), which is incorporated herein by reference.
(10o) Credit Agreement, dated April 15, 1996, by and between Unifi, Inc.
and The Several Lenders from Time to Time Party thereto and NationsBank, N.A.
as agent, (filed as Exhibit (10o) with the Company's Form 10-K for the fiscal
year ended June 30, 1996), which is incorporated herein by reference.
(10p) *Deferral Agreement, dated November 21, 1997, by and between Unifi,
Inc. and William T. Kretzer, filed herewith.
.
(10q) *Severance Compensation Agreement between Unifi, Inc. and Willis C.
Moore, III, dated July 16, 1998, expiring on July 20, 2001 (similar agreements
were signed with James W. Brown, Jr., Kenneth L. Huggins, Stewart Q. Little,
Ralph D. Mayes, and Raymond W. Maynard), filed herewith.
(13a) Portions of Unifi, Inc.'s 1998 Annual Report to Shareholders which
are incorporated herein by reference, as a part of this Form 10-K for fiscal
year ended June 28, 1998, filed herewith.
(13b-1)Report of Independent Auditors/Ernst & Young LLP - on the Consolidated
Financial Statements of Unifi, Inc. as of June 28, 1998, and each of the three
years in the period ended June 28, 1998.
(21) Subsidiaries of Unifi, Inc.
(23) Consent of Ernst & Young LLP
(27) Financial Data Schedule
IV-4
(b) Reports on Form 8-K
None.
* NOTE: These Exhibits are management contracts or compensatory plans or
arrangements required to be filed as an exhibit to this Form 10-K pursuant to
Item 14(c) of this report.
IV-5
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
UNIFI, INC. AND SUBSIDIARIES
JUNE 28, 1998
(in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ---------- --------- ----------- ---------- ---------
Additions
-------------------
Balance Charged Charged to Balance
at to Other at
Beginning of Costs and Accounts- Deductions- End of
Description Period Expenses Describe Describe Period
- ----------- ----------- -------- --------- ----------- ---------
Allowance for doubtful accounts:
Year ended
June 28, 1998 $5,462 $3,917 $3,665(a) $(4,819) (b) $ 8,225
Year ended
June 29, 1997 6,595 4,390 - (5,523) (b) 5,462
Year ended
June 30, 1996 6,452 3,660 - (3,517) (b) 6,595
(a) Primarily represents acquisition related adjustment to write-down acquired
accounts receivable to fair market value.
(b) Includes uncollectible accounts written off and customer claims paid, net
of certain recoveries.
Unrealized (gains)/losses on certain investments:
Year ended
June 28, 1998 $ - $ - $ - $ - $ -
Year ended
June 29, 1997 - - - - -
Year ended
June 30, 1996 (1,835) - 1,835 (c) - -
(c) Represents the change in fair market value of the related investment
securities and the entry to reflect the disposition of the underlying
investments.