UNITED STATES

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 June 27, 2021July 3, 2022

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

incorporation or organization)

 

 

(I.R.S. Employer

Identification No.)

7201 West Friendly Avenue

Greensboro, North Carolina 27410

(Address of principal executive offices)(Zip Code)

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

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

 

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

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes     No  

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

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

As of December 25, 2020,26, 2021, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was approximately $233,348,635.$313,304,229.  The registrant has no non-voting stock.

As of August 20, 2021,29, 2022, the number of shares of the registrant’s common stock outstanding was 18,517,713.18,000,052.

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 20212022 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

 


 

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains “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”“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; 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 the Company’s 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 the Company’s facilities;

 

the disruption of operations, global demand, or financial performance as a result of catastrophic or extraordinary events, including epidemics or pandemics such as the recent strainstrains of coronavirus (“COVID-19”);

 

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 the Company’s brands;

 

employee relations;

 

the ability to attract, retain and motivate key employees;

 

the impact of climate change or 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; and

 

other factors discussed below in “Item 1A. Risk Factors” or in the Company’s other periodic reports and information filed with the Securities and Exchange Commission (“SEC”).

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 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.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 27, 2021JULY 3, 2022

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

 

 

 

PART I

 

 

 

 

 

Item 1.

 

Business

 

2

Item 1A.

 

Risk Factors

 

12

Item 1B.

 

Unresolved Staff Comments

 

1617

Item 2.

 

Properties

 

17

Item 3.

 

Legal Proceedings

 

17

Item 4.

 

Mine Safety Disclosures

 

17

 

 

Information about our Executive Officers

 

18

 

PART II

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

19

Item 6.

 

Selected Financial DataReserved

 

20

Item 7.

 

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

 

21

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

4038

Item 8.

 

Financial Statements and Supplementary Data

 

4240

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

4240

Item 9A.

 

Controls and Procedures

 

4240

Item 9B.

 

Other Information

 

4240

 

 

 

 

 

PART III

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

4341

Item 11.

 

Executive Compensation

 

4341

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

 

4341

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

4341

Item 14.

 

Principal Accountant Fees and Services

 

4341

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15.

 

Exhibits and Financial Statement Schedules

 

4442

Item 16.

 

Form 10-K Summary

 

4846

 

 

Signatures

 

4947

 

 

Consolidated Financial Statements

 

F-i

 

 

 

 


 

 

Fiscal Year

The fiscal year for Unifi, Inc., its domestic subsidiaries and its subsidiary in El Salvador ends on the Sunday in June or July nearest June 30 of each year. Unifi, Inc.’s fiscal 2022, 2021, 2020 and 20192020 ended on July 3, 2022, June 27, 2021 and June 28, 2020, and June 30, 2019, respectively.

Unifi, Inc.’s remaining material operating subsidiaries’ fiscal years end on June 30. There were no significant transactions or events that occurred between Unifi, Inc.’s fiscal year end and such wholly owned subsidiaries’ fiscal year ends. Unifi, Inc.’s fiscal 2022 consisted of 53 weeks, while fiscal 2021 and 2020 each consisted of 52 weeks, while fiscal 2019 consisted of 53 weeks.

Presentation

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

 


 

PART I

 

 

Item 1.Business

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” “us”“us,” or “our”), is a multinational 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 sometimes refer to these indirect customers as “brand partners.” Polyester products 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.  Nylon products include virgin or recycled textured, solution dyed and spandex covered yarns. Recycled solutions, made from both pre-consumer and post-consumer waste, include plastic bottle flake (“Flake”) made from polyester, and polymer beads (“Chip”) and staple fiber made from polyester or nylon.

UNIFI maintains one of the textile industry’s most comprehensive product offerings that includes a range of specialized, value-added and commodity solutions, with principal geographic markets in the Americas, Asia, and Europe. UNIFI has direct manufacturing operations in four countries and participates in joint ventures with operations in Israel and the United States (“U.S.”).

UNIFI has fourthree reportable segments:segments based on the primary geographies in which UNIFI distributes its products:

 

The PolyesterAmericas Segment primarily sells polyester-basedrecycled and synthetic products to other yarn manufacturers, and knitters and weavers that produce yarn and/or fabric for the apparel, hosiery, home furnishings, automotive, industrial, medical, and other end‑use markets.markets principally in North and Central America.  The PolyesterAmericas Segment consists of sales and manufacturing operations in the U.S., El Salvador and El Salvador.Colombia that utilize the Dominican Republic—Central America Free Trade Agreement (“CAFTA-DR”) and the United States-Mexico-Canada Agreement (“USMCA”). Prior to the establishment of the USMCA, we benefited from a similar, historical agreement known as the North American Free Trade Agreement (“NAFTA”).

 

The AsiaBrazil Segment primarily sells polyester-basedrecycled and synthetic products to knitters and weavers that produce fabric for the apparel, home furnishings, automotive, industrial, and other end-use markets principally in Asia and Europe. The Asia Segment includes sales offices in China, Turkey and Hong Kong.

The Brazil Segment primarily sells polyester-based products to knitters and weavers that produce fabric for the apparel, home furnishings, automotive, industrial and other end-use markets principally in South America.Brazil. The Brazil Segment includes a manufacturing location and sales offices in Brazil.

 

The NylonAsia Segment primarily sells nylon-basedrecycled and synthetic products to other yarn manufacturers, knitters and weavers that produce fabric primarily for the apparel, hosieryhome furnishings, automotive, industrial, and medical markets.other end-use markets principally in Asia and Europe. The NylonAsia Segment consists ofhas no manufacturing assets and includes sales offices in China, Turkey, and manufacturing operations in the U.S. and Colombia.Hong Kong.

Other information for UNIFI’s reportable segments is provided in Note 24, “Business Segment Information,” to the accompanying consolidated financial statements.  In addition to UNIFI’s reportable segments, UNIFI conducts certain ancillary operations that primarily include for-hire transportation services, which comprise an All Other category. The ancillary operations classified within All Other are immaterial to UNIFI’s consolidated financial statements.

In discussion of our operating results in this Annual Report on Form 10-K (this “Annual Report”) and the combined impacts of certain concepts to both our Polyester and Nylon Segments, we refer to our operations in the “NACA” region, which is the region comprised of the trade zones covered by theDominican Republic—Central America Free Trade Agreement (“CAFTA-DR”) and the United States-Mexico-Canada Agreement (“USMCA”). Prior to the establishment of the USMCA, we benefited from a similar, historical agreement known as the North American Free Trade Agreement (“NAFTA”).

Strategic Overview and Operating Results

We believe UNIFI’s underlying performance during recent fiscal years reflects the strength of our global initiative to deliver differentiated solutions to customers and brand partners throughout the world. Our supply chain has been developed and enhanced in multiple regions around the globe, allowing us to deliver a diverse range of fibers and polymers to key customers in the markets we serve, especially apparel. These polyester and nylontextile products are supported by quality assurance, product development, product and otherfabric certifications, hangtags, co-marketing along with technical and customer service teams across UNIFI’s operating subsidiaries. We have developed this successful operating platform by improving operational and business processes and deriving value from sustainability-based initiatives, including polyester and nylon recycling.

This platform has provided growth in our core operations during recent fiscal years and has been augmented by significant capital investments that support the production and delivery of sustainable and innovative solutions. In order to achieve further growth, UNIFI is committed to investing strategically and synergistically in:

 

technology,accelerating innovation and sustainability;high-quality manufacturing processes;

 

high-quality brand and supplier relationships;expanding the REPREVE® brand;

growing market share in our major textile regions; and

 

supply chain expansionpenetrating new markets and optimization.end-uses.

We believe that further commercial expansion will require a continued stream of new technology and innovation that generates products with meaningful consumer benefits. Along with our recycled platform, UNIFI has significant yarn technologies that provide optimal performance characteristics for today’s marketplace, including moisture management, temperature moderation, stretch, ultra-violet protection, and fire retardation, among others. To achieve further growth, UNIFI remains focused on innovation, bringing to market the next wave of fibers and polymers for tomorrow’s applications. As we invest and grow, sustainability remains at our


core. We believe that increasing the awareness for recycled solutions in applications across fibers and polymers and furthering sustainability-based initiatives with like-minded brand partners will be key to our future success. GrowthWe also believe that our manufacturing processes and our technical knowledge and capabilities will also requireallow us to grow market share and develop new textile programs with new and existing customers. Ultimately, combining leading edge innovation with our prominent, high-quality partnerships. With a changing retail landscapebrand and a dynamic consumer, brands are demanding responsive, localized supply chains. In order to capitalize on these shifts, we expect to identifyagile regional business model will allow for underlying sales and enter into partnerships and commercial relationships that expand our global footprint in strategic regions. As the Americas and Asia remain significant components of the global supply chain, UNIFI will be diligent in exploring partnerships that advance our existing growth platform in these regions.profitability growth.



Our recent efforts to alleviate competitive pressures from imported polyester yarn into the U.S. are intended to complement our strategic initiatives and to stabilize the market share decline we have experienced in the U.S., while improving facility utilization and cost absorption. These efforts are further discussed below under the heading “Trade Regulation and Rules of Origin.” Execution on both our strategic and trade initiatives is expected to increase revenue and profitability.

Consistent with our renewed focus on delivering recycled and synthetic fibers around the globe, we executed a strategic divestiture of our 34% minority ownership interest in Parkdale America, LLC (“PAL”) (the “PAL Investment”), a domestic cotton yarn supplier, in fiscal 2020. The PAL Investment was sold for $60,000 in cash to Parkdale, Incorporated (“Parkdale”), the existing majority partner. Cash proceeds from the divestiture provided additional flexibility and liquidity for both long-term opportunities and uncertainty associated with current economic volatility.

Fiscal 20212022 Financial Performance

In fiscal 2021,2022, global economic recovery, domestic weather events, supply chain challenges, and general inflationary pressures led to higher input costs. In the U.S., rising input costs and a tighter labor pool placed meaningful pressure on our Polyesterdomestic gross profit performance during fiscal 2022.

In the past, selling price adjustments were primarily associated with changes in the price of polyester and Nylon Segmentsnylon raw materials, but the current environment requires that selling price adjustments accommodate significant increases in all categories of input costs, including packaging, supplies, additives, and labor. For the majority of our portfolio, we were able to implement selling price adjustments to protect gross margins. However, some selling price adjustments in the U.S. and Central America were not realized rapidly enough to avoid temporary gross margin declines in certain portions of our portfolio. While we have navigated the dynamic cost environment better than in recent prior years, elevated levels of input costs and lower levels of labor productivity in our manufacturing operations adversely impacted byour gross margin and remain headwinds to UNIFI’s profitability.

In order to address these input cost and labor headwinds during fiscal 2022, we (i) instituted responsive selling price adjustments at all locations and (ii) prioritized more focused training and retention initiatives within our domestic manufacturing workforce. We expect both actions to improve our profitability in future periods.

In addition to the COVID-19 pandemic, as manufacturing activityrecent escalation of input costs, UNIFI experienced inefficiencies in the NACA region has recovered less rapidly thanglobal supply chain in Asiaconnection with (i) freight costs and Brazil. Althoughlogistics slowdowns in foreign markets; (ii) a tighter labor pool in the U.S.; and (iii) suppressed productivity remains pressured by lowerfrom our business partners resulting from pandemic-related lockdowns in certain regions, particularly Asia. Despite some stabilization of these events, we experienced global demand our Asia Segmentvolatility and uncertainty in the fourth quarter of fiscal 2022 and at the start of fiscal 2023, as the threat of recession continues to perform well with bothcreate uncertainty for calendar 2022 and 2023. The existing challenges and future uncertainty, particularly for rising input costs, labor productivity, and global demand, could worsen and/or continue for prolonged periods, materially impacting our Americas and Asia Segments. The need for future selling price adjustments could impact our ability to retain current customer programs and compete successfully for new and existing customer programs. Theprograms in certain regions.

In fiscal 2022, the Brazil Segment was able to navigate its domestic recovery more favorably than competitive importers, resulting in sales volume, profitability and market share gainsSegment’s results normalized as compared to recent fiscal years. We believe2021.  The performance in fiscal 2021 was largely the result of outperformance by the Brazil Segment includesthat included the temporary capture of market share from competitive imports and higher conversion margin due to the unfavorable dynamics facing competitors related to higher input and freight costs combined with longer delivery times.

Although sales volumesThe Asia Segment continued to perform well with both new and existing customer programs in fiscal 2022, despite recent disruptions due to COVID-19 lockdowns in China. The Asia Segment is better able to navigate volatility in product demand due to its asset light model and the lack of cost absorption that can be unfavorable in times of weaker demand for more asset intensive operations like our Americas and Brazil Segments.

Russia-Ukraine Conflict

We recognize the disruption to global markets and supply chains caused by Russia’s invasion of Ukraine. While volatility and uncertainty continue, we have no significant customers or supply chain partners in the NACAconflicted region, were pressured in fiscal 2021, our operations benefited from selling price stability and responsiveness and sales mix improvements. Accordingly, we were able to achieve better-than-expected operating results in fiscal 2021.

While sales and gross profit pressures from the COVID-19 pandemic have weighed on certain aspects of our financial results, we have remained diligent in effectively managing our operations while delivering on customer demand. Accordingly,not been directly impacted by the conflict. Indirectly, we generated operating cash flows and reduced our debt principal during fiscal 2021. Our performance in fiscal 2021 has further strengthened our balance sheet and solidified a foundation for further growth subsequentrecognize that additional or prolonged impacts to the negative impacts of the COVID-19 pandemic.

We believe that several aspects ofpetroleum or other global markets could cause further inflationary pressures to our business will remain drivers for growth once the COVID-19 pandemic subsides, including: (i) continued sales and portfolio growth for our Asia Segment; (ii) U.S. market share recapture from our recent trade initiatives; (iii) continued commitments in sustainability by corporations, governments and other entities leading to further demand for our REPREVE® platform; (iv) leading-edge innovation and commercialization efforts that deliver meaningful consumer products; and (v) continued expansion of our portfolio with additional markets, applications, and brand partners.raw material costs or unforeseen adverse impacts.

COVID-19 Pandemic

InBeginning in March 2020 with the World Health Organization declaredOrganization’s declaration of the current COVID-19 outbreak as a global pandemic. Efforts to containpandemic, the spreadglobal economy has seen the negative effects of COVID-19 intensified during Marchlocal, state and April 2020. Several states, including North Carolina, where UNIFI’s primary manufacturing and administrative operations are located, declared states of emergency. A number of foreign and local governments also enacted temporary business closures, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic. The local and globalfederal containment efforts.  These measures significantly reduced economic activity and demand, thereby reducing overall demand for UNIFI’s products from March 2020 to December 2020.

In an effort to protect the health and safety of our employees, customers and communities, UNIFI took proactive, aggressive actions from the earliest signs of the outbreak that included social distancing and travel restriction policies for all locations along with reducing costs in both manufacturing and selling, general, and administrative expenses (“SG&A”) without impacting our ability to service customers. These measures remainwere relaxed in effectfiscal 2022 and are evaluated regularly against local, state, and federal recommendations.

Global measures taken to combat the COVID-19 pandemic generated a significant decline in global business activity that may have a lasting impact on the global economy and consumer demand. The duration of the COVID-19 pandemic and its related impact on our business is currently unknown.


Throughout calendar 2020, the Asia Segment’s overall performance and profitability was moderately impacted by the COVID-19 pandemic, while our U.S.,Americas and Brazil and El SalvadorSegments’ operations were more adversely impacted, most notably in the June 2020 and September 2020 quarters during the most intense declines in global demand. The global disruption caused by the COVID-19 pandemic has negatively impacted, and will continue to negatively impact, overall global demand and business activity, including textiles in both the Americas and Asia for a currently unknown duration.


Our operating results forDuring fiscal 2021, indicate a robust recovery of the textile supply chain and increased activity from the considerably low levels of demand experienced in the June 2020 quarter. However, the anticipated economic recovery could be jeopardized by a significant hampering of local and global healthcare systems’ ability to treat infections, mutations of the virus (such as the Delta variant) that cause further difficulty in containment efforts or shelter-in-place orders in UNIFI’s primary geographic markets.

Specifically, the local government in Sao Paolo, Brazil issued lockdown orders during late March 2021 that continued into April 2021 in an effort to slow the spread of COVID-19 among its citizens. Additionally,resulting in store closings and manufacturing shutdowns occurred around that same time.shutdowns. The restrictions caused an immediate disruption of our Brazil Segment’s revenue during the quarantine period, although demand levels appear to have been restoredrecovered at the end of fiscal 2021.

Despite economic pressures amidBeginning in March 2022, China implemented a strict COVID-19 zero-tolerance policy that included geographic markets near Suzhou, China, where our sales and administrative office is located.  Due to these severe lockdowns in China, the Asia Segment’s results were adversely impacted, primarily during the fourth quarter of fiscal 2022.  We also believe that if these lockdowns remain in place, this could adversely impact the results of our Asia Segment in the first half of fiscal 2023, along with the current global demand uncertainty.

UNIFI has been able to navigate the negative effects of the COVID-19 pandemic textileto minimize the overall impact to UNIFI for fiscal 2021 and 2022 as global demand and business activity levels inconsumer spending were predominantly restored over fiscal 2021 exceeded our expectations when we began theand such economic levels did not decline within fiscal year.2022. However, there is no certainty that such levels will continue or increase during the remainder of calendar 2021.2022. Additionally, there is no clear indication that the recent demand and activity levels were the result of sustained economic restoration, as those levels could have been favorably impacted by pent up demand. UNIFI will continue to monitor the Russia-Ukraine conflict, the COVID-19 pandemic, prioritizingand the health and safety of our employees, while delivering on customer demand.potential recessionary pressures that have become pervasive in calendar 2022.

REPREVE®

In the early 2000s, by recycling our own production waste into useful polyester fibers, we took the first steps toward building an important supply chain with a focus on sustainability and environmental responsibility. After more than a decade,nearly two decades, our REPREVE® brand has become the quintessential recycled fiber of choice for brand, retail, and textile partners around the globe. REPREVE® is most commonly offered in the following fiber forms: polyester staple fiber, polyester filament, nylon staple fiber, and nylon filament, comprising our REPREVE® Fiber platform; as well as inplatform. We also sell REPREVE Chip, which is a polyester resin form as REPREVE® Chip.product. Beyond the high quality, versatility, and breadth of application that REPREVE® offers, UNIFI combines transparency, traceability, and certification for REPREVE® products to support our customers’ own sustainability narratives.

REPREVE® is our flagship brand and our fastest growing brand. As part of our efforts to expand consumer brand recognition of REPREVE,®, UNIFI has developed recycling-focused sponsorships with various brand partners and other entities that span across sporting, music, and outdoor events. The increasing success and awareness of the REPREVE® brand continues to provide new opportunities for growth, allowing for expansion into new end uses and markets for REPREVE,®, as well as continued growth of the brand with current customers.  This has driven traction with global brands and retailers who obtain value and lasting consumer interest from the innovation and sustainability aspects that REPREVE® provides.

We remain committed to sustainability. During fiscal 2021,2022, we achieved twoa significant milestones by: (i)milestone by surpassing more than 2530 billion recycled plastic bottles transformed since the inception of REPREVE® and (ii) receivingREPREVE.  In addition, in fiscal 2021, we received comparably favorable Higg Materials Sustainability Index scores for REPREVE® produced in the U.S., demonstrating that the brand’s global warming potential is meaningfully better than conventional alternatives such as generic recycled yarn and virgin yarn. Our dedication continues withas we pursue our next goal of reaching the 3050 billion recycled plastic bottles mark in calendar 2022.by December 2025. We will continue growing the business for our REPREVE® products and believe our engagement and research and development work with brands and retailers continues to create new, worldwide sales opportunities.

The primary metric for tracking growth of the REPREVE® brand is REPREVE® Fiber sales. REPREVE Fiber represents Unifi's collection of fiber products on its recycled platform, with or without added technologies. Of our consolidated sales in fiscal 2019, 2020, 2021, and 2021,2022, REPREVE® Fiber comprised 25%31%, 31% and 37%, and 36%, or $186,141, $245,832, and $293,080, respectively.

Capital Investments

In fiscal 2015, we began a significant, three-year capital investment plan to increase our manufacturing capabilities and capacity, expand our technological foundation and customize our asset base to improve our ability to deliver small-lot and high-value solutions. These investments were made primarily for the PolyesterAmericas Segment.

Most notably, we made significant investments in the production and supply chain for REPREVE,®, including backward integration by building a bottle processing plant and additional production lines in the REPREVE® Recycling Center. Furthermore, UNIFI (i) installed bi-component spinning machinery to produce specialized, high-value yarns and (ii) made machinery modifications to meet the ever-changing demands of the market, all while (iii) investing in routine capital maintenance to ensure high-quality manufacturing.

Subsequent to the multi-year capital investment plan, our capital investments have ranged from approximately $15,000 to $25,000 each fiscal year, and most recently include (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) beginningannual maintenance capital expenditures.


Fiscal 2022 capital investments increased to approximately $40,000 in connection with our plans to invest approximately $100,000 into the purchaseAmericas and installation ofBrazil Segments for new eAFK Evo texturing machines,machinery that has significant efficiency, productivity, and (iii) annual maintenance capital expenditures.flexibility benefits over our legacy equipment.

In fiscal 2022,2023, we expect to invest between $40,000$35,000 and $45,000$40,000 in capital projects, includingincluding: (i) the purchase and installation of additional eAFK Evo texturing machines, (ii) making further improvements in production capabilities and technology enhancements in the Americas, and (iii) approximately $10,000 to $12,000 of annual maintenance capital expenditures.  We are encouraged by the initial metrics surrounding the eAFK Evo texturing machines currently operating in our facilities, and we expect these upgrades to generate meaningful investment returns in the future.


Nonetheless, the severity and duration of the COVID-19 pandemic, along with any other economic disruptions and other factors could adversely impact the speed at which we invest in capital projects, as we continue to prioritize liquidity, safety, and maintenance.

Share Repurchases

 

In addition to capital investments and debt retirement, UNIFI may utilize excess cash for strategic share repurchases. On October 31, 2018, UNIFI announced that the Board of Directors (“Board”) approved a share 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 may be made from time to time in the open market at prevailing market prices, 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 June 27, 2021,July 3, 2022, UNIFI had repurchased a total of 84701 shares at an average price of $23.72,$15.90, leaving $48,008$38,859 available for repurchase under the 2018 SRP. UNIFI will continue to evaluate opportunities to use excess cash flows from operations or existing borrowings to repurchase additional stock, while maintaining sufficient liquidity to support its operational needs and to fund future strategic growth opportunities.

Developments in Principal Markets

Americas

Since 2017, apparel production experienced multi-year growth in the NACA region,North and Central America regions, which comprisescomprise the principal markets for UNIFI’s Polyester and Nylon Segments.Americas Segment. The share of synthetic apparel production for these regions as a percentage of U.S. retail stabilized at approximately 18%, while retail consumption grew. The CAFTA-DR region, which continues to be a competitive alternative to Asian supply chains for textile products, maintained its share of synthetic apparel supply to U.S. retailers. The relative share of synthetic apparel versus cotton apparel as a proportion of the overall apparel market increased and provided growth for the consumption of synthetic yarns within the CAFTA-DR region.

During the last fourfive fiscal years, several key drivers affected our financial results. During fiscal 2018 and 2019, our operations in the U.S. were unfavorably impacted by (i) rising raw material costs and (ii) a surge of imported polyester textured yarn that depressed our pricing, market share, and fixed cost absorption. During fiscal 2020, our financial results began to improve following more stable import and raw material cost environments. However, the COVID-19 pandemic had a significant unfavorable impact to product demand and our annual profitability suffered accordingly. Near the end of fiscal 2020, we divested a minority interest investment and significantly improved our liquidity position, supporting business preservation and the ability to better capture long-term growth opportunities. Throughout fiscal 2021, our businesses experienced sequential improvement alongside global demand and economic recovery, and we capitalized on profitable opportunities that fueled strong consolidated results. Throughout fiscal 2022, we experienced adverse pressure from rising input costs and weakening labor productivity primarily in our domestic operations. Looking ahead, our operations remain well positioned to capture long-term growth opportunities, and we are working to mitigate any potential recession impacts.

Brazil

UNIFI’s AsianBrazilian operations play a key role in our strategy. This segment is primarily impacted by (i) price pressures from imported fiber, fabric, and finished goods (similar to our U.S. operations), (ii) the inflation rate in Brazil, and (iii) changes in the value of the Brazilian Real (“BRL”).  Competition and economic and political volatility remain challenging conditions in South America, despite our strong performance in fiscal 2021 and 2022, thus UNIFI continues to (i) aggressively pursue mix enrichment by working with customers to develop programs using our differentiated products, including REPREVE and (ii) implement process improvements and manufacturing efficiency plans to help lower per-unit costs.

Asia

UNIFI’s Asia operations remain an important part of our strategy due to the significant capacity and production that exists in Asia, which enhances our ability to service customers with global supply chains.  Competition in the Asia region remains high; however, interest and demand for UNIFI’s products in Asia have helped support strong sales volumes in recent years. We are encouraged by programs undertaken with key brands and retailers that benefit from the diversification and innovation of our global portfolio.

UNIFI’s Brazilian operations also play a key role in our strategy. This segment is primarily impacted by (i) price pressures from imported fiber, fabric and finished goods (similar to our U.S. operations), (ii) the inflation rate in Brazil, and (iii) changes in the value of the Brazilian Real (“BRL”).  Competition and economic and political volatility remain challenging conditions in South America, despite our strong performance in fiscal 2021, thus UNIFI continues to (i) aggressively pursue mix enrichment by working with customers to develop programs using our differentiated products and (ii) implement process improvements and manufacturing efficiency plans to help lower per-unit costs.

UNIFI’s operations in Asia and Brazil have been critical to global growth and expansion. Looking ahead, we expect expansionto expand into additional markets in Europe, Africa, and the Middle East utilizing the asset-light supply chain and service model that has been successful for us in Asia.


As we expand our operations outside of the Americas, we will continue to evaluate the level of capital investment required to support the needs of our customers and we intend to allocate our resources accordingly.

Industry Overview

UNIFI operates in the textile industry and, within that broad category, the respective markets for yarns, fabrics, fibers, and end-use products, such as apparel and hosiery, automotive, industrial products, and home furnishings.furnishings, among others.  Even though the textile industry is global, there are several distinctive regional or other geographic markets that often shape the business strategies and operations of participants in the industry.  Because of free trade agreements and other trade regulations entered into by the U.S. government, the U.S. textile industry, which is otherwise a distinctive geographic market on its own, is often considered in conjunction with other geographic markets or regions in North, South, and Central America, such as the NACA region.  The Company’s principal markets for its domestic operations are in the NACA region.America.


According to data compiled by PCI WoodMackenzie, a global leader in research and analysis for the polyester and raw material markets, global demand for polyester yarns has grown steadily since 1980. In calendar 2003, polyester replaced cotton as the fiber with the largest percentage of worldwide fiber sales.  In calendar 2018, global polyester consumption accounted for an estimated 56% of global fiber consumption, and global demand was projected to increase by approximately 3.0% to 3.5% annually through calendar 2025.  In calendar 2018, global nylon consumption accounted for an estimated 5% of global fiber consumption.  However, the continued decline in the U.S. nylon market during fiscal 2021 had an unfavorable impact on UNIFI’s Nylon Segment.  Additionally, due to the higher cost of nylon, the industry may transition certain products from nylon to polyester. The polyester and nylon fiber sectors together accounted for approximately 61% of North American textile consumption during calendar 2018. We estimate that these calendar 2018 trends remained similar or identical throughout calendar 2019. COVID-19 adversely impacted the textile industry during calendar 2020, but we believe the share of polyester and nylon consumption has generally remained unchanged.

According to the National Council of Textile Organizations, the U.S. textile and apparel industry’s total shipments were approximately $64.4$65.2 billion for calendar 20202021 as the U.S. textile and apparel industry exported nearly $25.4$28.4 billion of textile and apparel products.  The U.S. textile industry remains a large manufacturing employer.

Trade Regulation and Rules of Origin

The duty rate on imports into the U.S. of finished apparel categories that utilize polyester and nylon yarns generally range from 16% to 32%. For many years, imports of fabric and finished goods into the U.S. have increased significantly from countries that do not participate in free trade agreements or trade preference programs, despite duties charged on those imports. The primary drivers for that growth were lower overseas operating costs, foreign government subsidization of textile industries, increased overseas sourcing by U.S. retailers, the entry of China into the World Trade Organization, and the staged elimination of all textile and apparel quotas. Although global apparel imports represent a significant percentage of the U.S. market, Regional FTAs (as defined below), which follow general “yarn forward” rules of origin, provide duty free advantages for apparel made from regional fibers, yarns and fabrics, allowing UNIFI opportunities to participate in this growing market.

A significant number of UNIFI’s customers in the apparel market produce finished goods that meet the eligibility requirements for duty-free treatment in the regions covered by NACAthe Americas Segment and the Colombia and Peru free trade agreements (collectively, the “Regional FTAs”). These Regional FTAs contain rules of origin requirements in order for covered products to be eligible for duty-free treatment. In the case of textiles such as fabric, yarn (such as POY), fibers (filament and staple), and certain garments made from them, the products are generally required to be fully formed within the respective regions. UNIFI is the largest filament yarn manufacturer, and one of the few producers of qualifying synthetic yarns, in the regions covered by these Regional FTAs.

The U.S. has maintained a positive trade balance in the textile and apparel sector under the NAFTA, and UNIFI anticipates the modifications made inadoption of the USMCA in this sector willcalendar 2020, did not significantly impact textile and apparel trade in the region. The USMCA includes strong rules of origin and closesclosed several loopholes in the NAFTA that allowed non-originating inputs, such as sewing thread, pocketing, and narrow elastic fabrics.  

U.S. legislation commonly referred to as the “Berry Amendment” stipulates that certain textile and apparel articles purchased by the U.S. Department of Defense must be manufactured in the U.S. and must consist of yarns and fibers produced in the U.S. UNIFI believes it is the largest producer of polyester and nylon filament yarns for Berry Amendment compliant purchasing programs.

UNIFI refers to fibers sold with specific rules of origin requirements under the Regional FTAs and the Berry Amendment, as “Compliant Yarns.”  Approximately two-thirds of UNIFI’s sales within the Polyester and Nylon SegmentsAmericas Segment are sold as Compliant Yarns under the terms of the Regional FTAs or the Berry Amendment.

UNIFI believes the requirements of the rules of origin and the associated duty-free cost advantages in the Regional FTAs, together with the Berry Amendment and the growing demand for supplier responsiveness and improved inventory turns, will ensure that a portion of the existing textile industry will remain based in the Americas. UNIFI expects that the NACA region covered by the Americas Segment will continue to maintain its share of apparel production as a percentage of U.S. retail. UNIFI believes the remaining synthetic apparel production within these NACA region markets is more specialized and defensible, and, in some cases, apparel producers are bringing programs back to the NACA region as part of a balanced sourcing strategy for somecertain brands and retailers.  Because UNIFI is the largest of only a few significant producers of Compliant Yarns under these Regional FTAs, one of UNIFI’s business strategies is to continue to leverage its eligibility status for duty-free processing to increase its share of business with regional and domestic fabric producers who ship their products into this region.


Over the longer term, the textile industry in the NACA region is expected to continue to be impacted by Asian supply chains where costs are much lower and regulation is limited.

Imports of polyester textured yarn from China and India, which increased approximately 79% from calendar 2013 to 2017 and which continued to grow during calendar 2018, remained elevated during fiscal 2019 and created considerable pressure on our margins and competitiveness in the U.S.  Accordingly, in October 2018, UNIFI filed antidumping and countervailing duty cases with the U.S. Department of Commerce (the “Commerce Department”) and the U.S. International Trade Commission (the “ITC”) alleging that dumped and subsidized imports of polyester textured yarn from China and India arewere causing material injury to the domestic polyester textured yarn industry.


In response to antidumping and countervailing duty cases filed with the Commerce Department and the ITC in October 2018, the Commerce Department announced on April 29, 2019 affirmative preliminary countervailing duty determinations on unfairly subsidized imports of polyester textured yarn from (i) China at rates of 32% or more and (ii) India at rates of 7% or more. Subsequently, the Commerce Department and the ITC completed their investigations and began imposing associated final duties on imports. Pursuant to the conclusion of these investigations, subject imports from China and India are being assessed combined antidumping and countervailing duty rates of 97% and higher and 18% and higher, respectively, in addition to normal course duties in effect. The positive developments in our pursuit of relief from low-cost and subsidized imports are critical steps in our efforts to compete against imported yarns that have flooded the U.S. market in recent years.

Subsequent to the completion of the trade initiatives against China and India, imports from Indonesia, Malaysia, Thailand, and Vietnam (the “Subject Countries”) seemingly replaced the imports from China and India and surged into the U.S. market. Subject import volume from the Subject Countries increased from calendar 2017 to calendar 2019 by over 80%. Similar to the adverse impacts of imports from China and India in previous years, the subject imports from the Subject Countries undersold the domestic industry, taking sales from, and exerting considerable downward pricing pressure on, yarns produced by UNIFI. Accordingly, UNIFI iswas again a petitioner to the Commerce Department and the ITC alleging dumping of polyester textured yarn in the U.S. market from the Subject Countries.

In December 2020, the ITC made affirmative determinations in its preliminary phase of antidumping duty investigations concerning polyester textured yarn from the Subject Countries. In May 2021, the Commerce Department announced preliminary antidumping duty rates on imports from the Subject Countries. In November 2021, the ITC determined that the U.S. textile industry was materially injured by reason of imports of polyester textured yarn from the Subject Countries, and in December 2021, the Commerce Department issued unanimous final antidumping duty orders on such imports. The entire investigative process will take approximately one year, with final determinations of dumpingapplicable rates for the applicable countries range as follows: Indonesia, 7% to 26%; Malaysia, 8%; Thailand, 14% to 56%; and injury likely occurring by the end of calendar 2021.Vietnam, 2% to 22%.

While the ultimate short-term and long-term impacts of these duties are not yet known, UNIFI expects these countervailing and antidumping duty rates to play a significant role in helping to normalize the competitive position of UNIFI’s yarns in the U.S. market against the respective imported yarns.

Competition

The industry in which UNIFI operates is global and highly competitive.  UNIFI competes not only as a global yarn producer, but also as part of a regional supply chain for certain textile products.  For sales of Compliant Yarns, UNIFI competes with a limited number of foreign and domestic producers of polyester and nylon yarns.  For sales of non-Compliant Yarns, UNIFI competes with a larger number of foreign and domestic producers of polyester and nylon yarns that can meet the required customer specifications of quality, reliability, and timeliness. UNIFI is affected by imported textile, apparel, and hosiery products, which adversely impact demand for UNIFI’s polyester and nylon products in certain of its markets.  Several foreign competitors have significant advantages, including lower wages, raw material costs and capital costs and favorable foreign currency exchange rates against the U.S. Dollar (“USD”), any of which could make UNIFI’s products, or the related supply chains, less competitive. While competitors have traditionally focused on high-volume commodity products, they are now increasingly focused on specialty products that UNIFI historically has been able to leverage to generate higher margins.

UNIFI’s major competitors in the NACAAmericas region for polyester yarns are Aquafil O'Mara; United Textiles of America S.de R.L. de C.V.; NanYa Plastics Corp. of America (“NanYa”); AKRA, S.A. de C.V.; and C S Central America S.A. de C.V.

UNIFI’s major competitor in Brazil is Avanti Industria Comercio Importacao e Exportacao Ltda.Petroquimica Suape (Companhia Petroquimica de Pernambuco or PQS), among other traders of imported yarns and fibers.

UNIFI’s operations in Asia face competition from multiple yarn manufacturers in that region and identification of them is not feasible. However, much of our portfolio in the Asia region is advantaged by specialty and recycled products and a global sourcing and support model that assists in differentiation.

UNIFI’s major competitors for nylon yarn sales in the U.S. are Sapona Manufacturing Company, Inc. and McMichael Mills, Inc.

Globally, competitors for our REPREVE products include recycled brands from Far Eastern New Century, Tiejin, Radici, and Polygenta.



Raw Materials, Suppliers and Sourcing

The primary raw material supplier for the PolyesterAmericas Segment of virgin Chip and POY is NanYa.  For the Brazil Segment, Reliance Industries, Ltd. is the primary supplier of POY.  The primary suppliers of nylon raw materials for the NylonAmericas Segment are U.N.F. Industries Ltd. (“UNF”); UNF America, LLC (“UNFA”); The LYCRA CompanyCompany; and Nilit America, Inc. (“Nilit”).Nilit.  Each of UNF and UNFA is a 50/50 joint venture between UNIFI and Nilit.owned 50% by UNIFI.  Currently, there are multiple domestic and foreign suppliers available to fulfill UNIFI’s sourcing requirements for its recycled products. The majority of plastic bottles we utilize in the U.S. are obtained in open-market transactions from various entities throughout the U.S., while our Asian subsidiaries source recycled materials from various countries and entities throughout Asia.

For its operations in the U.S., UNIFI produces and buys certain of its raw material fibers for Compliant Yarns from a variety of sources in both the U.S. and Israel, and UNIFI produces a portion of its Chip requirements in its REPREVE® Recycling Center and purchases the remainder of such requirements from external suppliers for use in its domestic spinning facility to produce POY.  In addition, UNIFI purchases nylon and polyester products for resale from various suppliers.  Although UNIFI does not generally have difficulty obtaining its raw material requirements, UNIFI has, in the past, experienced interruptions or limitations in the supply of certain raw materials.


UNIFI’s bottle processing facility in Reidsville, North Carolina provides a high-quality source of Flake for the REPREVE® Recycling Center as well as for sale to external parties. Combined with recent technology advancements in recycling, we believe the Flake produced at the bottle processing facility will enhanceenhances our ability to grow REPREVE® into other markets, such as nonwovens, carpet fiber, and packaging.  

The prices of the principal raw materials used by UNIFI continuously fluctuate, and it is difficult or impossible to predict trends or upcoming developments.  During fiscal 2017 and 2018, UNIFI operated in a predominantly increasing virgin polyester raw material cost environment, which continued into fiscal 2019 and included a temporary but significant spike in polyester raw material costs in September and October of 2018.  During fiscal 2020 and 2021, UNIFI operated in a predominantly decreasing virginpolyester raw material cost environment.  During fiscal 2022, UNIFI operated in a predominantly increasing polyester raw material cost environment.

UNIFI believes that polyester raw material cost fluctuations during most of 2018 were a result of volatility in the crude oil markets, while the cost spike experienced in fiscal 2019 was primarily driven by supply and demand dynamics for certain polyester feedstock. Further, weWe consider the raw material price decreases during most of fiscal 2020 and fiscal 2021 to be the result of a decline in global demand, while increasing raw material prices during the second half of fiscal 2021 and most of fiscal 2022 appeared to reflect global demand rebounds.rebounds and inflationary pressures. The continuing volatility in global crude oil prices is likely to impact UNIFI’s polyester and nylon raw material costs, but it is not possible to predict the timing or amount of the impact or whether the movement in crude oil prices will stabilize, increase, or decrease. In any event, UNIFI monitors these dynamic factors closely and does not currently engage in hedges of polyester or nylon raw materials.  

Products, Technologies and Related Markets

UNIFI manufactures and sells polyester products in the U.S., El Salvador and Brazil, and nylon products in the U.S. and Colombia, for a wide range of end uses.  In Asia, UNIFI manages a network of vendors and suppliers to contract manufacture products to direct and indirect customers around the globe.

Our virgin and recycled products sold across all geographies range from specialty, value-added to commodity. We provide products to a variety of end-use markets, principally apparel, industrial, furnishings, and automotive. We report our recycled portion of consolidated sales via our REPREVE® Fiber metric, which comprised 25%31%, 31%37%, and 37%36%, or $186,141, $245,832 and $293,080 of consolidated sales for fiscal 2019, 2020, 2021, and 2021,2022, respectively.

We estimate consolidated net sales for fiscal 20212022 were distributed across our primary end markets as follows:listed below.

 

apparelApparel (including hosiery and footwear) represented approximately 70% of net sales.  Apparel retail sales, supply chain inventory levels, and the strength of the regional supply base are vital to this market;market.

 

industrialIndustrial represented approximately 8%9% of net sales. This market includes medical, belting, tapes, filtration, ropes, protective fabrics, and awnings;awnings.

 

furnishingsFurnishings (including both contract and home furnishings) represented approximately 8% of net sales.  Furnishings sales are largely dependent upon the housing market, which, in turn, is influenced by consumer confidence and credit availability;availability.

 

automotiveAutomotive represented approximately 5% of net sales and has traditionally been less susceptible to import penetration because of the exacting specifications and quality requirements often imposed on manufacturers of automotive fabrics, along with just-in-time delivery requirements; andrequirements.

 

allAll other markets represented approximately 9%8% of our consolidated net sales.

UNIFI also adds value to the overall supply chain for textile products and increases consumer demand for UNIFI’s own products through the development and introduction of branded yarns and technologies that provide unique sustainability, performance, comfort and aesthetic advantages.  UNIFI’s branded portion of its yarn portfolio continues to provide product differentiation to brand partners, mills, and consumers, and is based on two core platforms, REPREVE® (recycled) and PROFIBER™ (virgin):

REPREVE® is a family of sustainable products made from recycled materials, including plastic bottles.  REPREVE® recycled fibers may also be customized to provide leading performance and/or aesthetic properties, enabling a differentiated consumer experience.  Additionally, we support the REPREVE® brand via industry leading transparency, traceability and certification programs.

PROFIBER™ is a family of virgin material-based performance yarn products that are customizable with a broad selection of industry-leading technologies designed to deliver an array of consumer benefits.

consumers. UNIFI’s branded yarns can be found in a variety of products of well-known international brands, retailers, and department stores, including, Abercrombie & Fitch, Aeropostale, Belk, Bermuda Sands, Bestseller, BUFF, Costco Wholesale, Dillard’s, Express, Georgio Armani, Guess, H&M, Haggar, Hard Rock International, Hollister, Hugo Boss, Kate Spade New York, Kohl’s, L2 Brands, Lane Bryant, Levi Strauss & Co., Loft, Lovesac, Macy’s, MJ Soffe, New Era, Nike, Odlo, PVH, PACSUN, Patagonia, Penti, Pottery Barn, Primark, Quiksilver, REI, Roxy, Sainsbury’s, Sealy, Serta, S. Oliver, Sunbrella, TARGET, The North Face, Tommy Hilfiger, Toms, Volcom, Walmart, Williams Sonoma and Zara.stores.

In addition to the above brands and products, UNIFI combines its research and development efforts with the demands of customers and markets to develop innovative technologies that enhance yarn characteristics. Application of these technologies allows for various, separate benefits, including, among other things,including: water repellency, flame retardation, soil release, enhanced color-fastness achieved with less water use, and protection from ultra-violet rays.rays, among other attributes.


Customers

UNIFI’s Polyester Segment, AsiaAmericas Segment, Brazil Segment and NylonAsia Segment haveserve approximately 400, 800,550, 400, and 150800 customers, respectively, all in a variety of geographic markets. UNIFI’s products are manufactured according to customer specifications and are shipped based upon customer order requirements.  Customer payment terms are generally consistent with prevailing industry practices for the geographies in which we participate.

UNIFI’s consolidated net sales are not materially dependent on a single direct customer and no single direct customer accounts for 10% or more of UNIFI’s consolidated net sales. UNIFI’s top 10 direct customers accounted for approximately 24% of consolidated net sales for fiscal 20212022 and approximately 26%34% of receivables as of June 27, 2021.July 3, 2022.  However, UNIFI’s consolidated net sales are dependent on demand from a relatively small number of brand partners.  UNIFI’s net sales within its Nylon Segment are materially dependent upon a domestic customer that accounted for approximately 20% of the Nylon Segment’s net sales for fiscal 2021.

Sales and Marketing

UNIFI employs an internal sales force of approximately 50 persons operating out of sales offices primarily in the U.S., Brazil, China, El Salvador, Colombia, Turkey, and Turkey.Europe.  UNIFI also relies on independent sales agents for sales in several other countries.  UNIFI seeks to create strong customer relationships and to build and strengthen those relationships throughout the supply chain.  Through frequent communications with customers, partnering in product development, and engaging key downstream brands and retailers, UNIFI has created significant pull-through sales and brand recognition for its products.  For example, UNIFI works with brands and retailers to educate and create demand for its products, such asincluding recent engagements involving REPREVE® at multiple events and venues in the U.S.  UNIFI then works with key fabric mill partners to develop specific fabrics for those brands and retailers utilizing UNIFI products.  In many of these regards, UNIFI draws upon and integrates the resources of its research and development personnel.  In addition, UNIFI is enhancing co-branding activations with integrated point-of-sale and online marketing with popular brands and retailers to further enable consumers to find REPREVE® and PROFIBER™other performance technology products in multiple retail channels.  Based on the establishment of many commercial and branded programs, this strategy has been successful for UNIFI.

Product Customization and Manufacturing Processes

UNIFI uses advanced production processes to manufacture its high-quality products cost-effectively in North America, Central America, and South America.Brazil and transfers relevant technical knowledge to its asset light operations in Asia for manufacture with trusted supply chain partners.  UNIFI believes that its flexibility and know-how in producing specialty polyesterrecycled and nylonsynthetic products provide important development and commercialization advantages, in addition to the recent ability to vertically integrate with post-industrial and post-consumer materials.

UNIFI produces Flake, Chip, and POY using recycled materials. In addition to its yarns manufactured from virgin polyester and nylon, UNIFI sells its recycled products externally or further processes them internally to add value for customers seeking recycled components. The REPREVE® Bottle Processing Center in Reidsville, North Carolina produces Flake that can be sold externally or further processed internally at our REPREVE® Recycling Center in Yadkinville, North Carolina. Recycled polyester Chip output from the REPREVE® Recycling Center can be sold externally or further processed internally into polyester POY.

Additional processing of UNIFI’s polyester POY includes texturing, dyeing, twisting, beaming, draw winding, and draw winding.covering.  The texturing process, which is common to both polyester and nylon, involves the use of high-speed machines to draw, heat, and false-twist POY to produce yarn with different physical characteristics, depending on its ultimate end use.  Texturing gives the yarn greater bulk, strength, stretch, consistent dye-ability, and a softer feel, thereby making it suitable for use in the knitting and weaving of fabric.  Solution dyeing and package dyeing allow for matching of customer-specific color requirements for yarns sold into various markets.  Twisting incorporates real twist into filament yarns, which can be sold for a variety of uses, such as sewing thread, home furnishings, and apparel.  Beaming places both textured and covered yarns onto beams to be used by customers in warp knitting and weaving applications.  The draw winding process utilizes heat and draws POY to produce mid-tenacity, flat yarns.

Additional processing of UNIFI’s nylon yarn products primarily includes Lastly, covering and texturing. Covering involves the wrappingoperations utilize a spandex core to produce yarns with more stretch, compression, or air entangling of filament or spun yarn around a core yarn, primarily spandex.  This process enhances a fabric’s ability to stretch, recover its original shape and resist wrinkles, while maintaining a softer feel.comfort.

UNIFI’s subsidiaries in Asia offer the same high-quality and innovative products and technologies through contract manufacturing arrangements with local manufacturers. This asset-light model allows for seamless integration of our products into the global supply chain of our customers. As we expand our Asian operations to meet the needs of our global customers, we will continue to leverage the asset-light model where the existing infrastructure can accommodate our highly technical processes, while continually evaluating the need for additional UNIFI assets in response to ever-changing market dynamics.

Research and Development

UNIFI employs approximately 140 persons, primarily in the U.S., who work closely with UNIFI’s customers, brand partners, and others to develop a variety of new yarns as well as improvements to the performance properties of existing yarns and fabrics. Among other things, UNIFI evaluates trends and uses the latest technology to create innovative yarns that meet the needs of evolving consumer preferences.  Most of UNIFI’s branded yarns, including its flagship REPREVE® brand, were derived from its research and development initiatives.


UNIFI also includes, as part of its research and development initiatives, the use of continuous improvement methodologies to increase its manufacturing and other operational efficiencies, both to enhance product quality and to derive cost savings.  

For fiscal 2022, 2021, 2020 and 2019,2020, UNIFI incurred $12,103, $11,483, $11,257 and $12,359,$11,257, respectively, in costs for research and development (including salaries and benefits of the personnel involved in those efforts).

Intellectual Property

UNIFI has numerous trademarks registered in the U.S. and in other countries and jurisdictions around the world.  Due to its current brand recognition and potential growth opportunities, UNIFI believes that its portfolio of registered REPREVE® trademarks is its most significant trademark asset.  Ownership rights in registered trademarks typically do not expire if the trademarks are continued in use and properly protected under applicable law.

UNIFI licenses certain trademarks, including Dacron® and Softec™, from Invista S.a.r.l. (“INVISTA”).

UNIFI also employs its innovative manufacturing know-how, methods and processes to produce and deliver proprietary solutions to customers and brand partners.  UNIFI relies on the copyright and trade secret laws of the U.S. and other countries, as well as nondisclosure and confidentiality agreements, to protect these rights.

Human Capital (not presented in thousands)

As of June 27, 2021,July 3, 2022, UNIFI had approximately 2,8803,100 employees, along withwhich includes approximately 230300 individuals working under temporary labor contracts.  The number of employees in each of the Polyester Segment, theAmericas, Brazil, and Asia Segment, the Brazil Segment, the Nylon SegmentSegments and the corporate office were approximately 1,610, 80, 570, 510,2,270, 630, 90, and 110, respectively, at June 27, 2021.July 3, 2022.  While employees of our Brazil Segment are unionized, none of the labor forces employed by UNIFI’s domestic or other foreign subsidiaries are currently covered by a collective bargaining agreement.  UNIFI believes the Company has a good relationship with its employees.

 

We believe in the importance of the retention, growth, and development of our employees. UNIFI endeavors to offer competitive compensation and benefits packages to our employees, as well as professional development opportunities to cultivate talent throughout the organization. We are focused on employee health and safety initiatives and have implemented protocols during the COVID-19 pandemic to enhance workplace safety. We also value people and ideas from varying backgrounds and are constantly striving to create a more diverse workforce and inclusive organization.

Geographic Data

Geographic information reported in conformance with U.S. generally accepted accounting principles (“GAAP”) is included in Note 24, “Business Segment Information,” to the accompanying consolidated financial statements.  Information regarding risks attendant to UNIFI’s foreign operations is included in “Item 1A. Risk Factors” in this Annual Report.

Seasonality

UNIFI is not significantly impacted by seasonality; however, UNIFI typically experiences its highest sales volumes in the fourth quarter of its fiscal years.  Excluding the effects of fiscal years with 53 weeks rather than 52 weeks, the most significant effects on UNIFI’s results of operations for particular periods during a year are due to planned manufacturing shutdowns by either UNIFI or its customers for certain holiday or traditional shutdown periods.

Backlog

UNIFI’s level of unfilled orders is affected by many factors, including the timing of specific orders and the delivery time for specific products, as well as a customer’s ability or inability to cancel the related order.  As such, UNIFI does not consider the amount of unfilled orders, or backlog, to be a meaningful indicator of expected levels of future sales or to be material to an understanding of UNIFI’s business as a whole.

Working Capital

UNIFI funds its working capital requirements through cash flows generated from operations, along with short-term borrowings, as needed.  For more detailed information, see “Liquidity and Capital Resources” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report.


Inflation

Prior to fiscal 2021, UNIFI’s input costs had experienced steady and predictable increases. However, in calendar 2021 and 2022, UNIFI, along with many other textile manufacturers and a range of other industries, began to experience above-average inflationary pressures on a range of input costs, including but not limited to labor, freight, energy, and raw materials. Accordingly, we began implementing responsive selling price adjustments during both fiscal 2021 and 2022 to protect gross margins. While our selling price adjustments have thus far been successful at mitigating much of the inflationary pressure that has occurred, further significant fluctuations in input costs may not be immediately recoverable via selling price adjustments and our gross margins could suffer. However, we monitor our input costs closely, and we expect to maintain our ability to respond quickly to cost fluctuations to minimize any potential adverse impacts to earnings.

Beyond the current inflationary environment experienced in fiscal 2022, UNIFI expects that costs tocould continue to rise long term for certain consumables used to produce and ship its products, as well as for its utilities and labor. UNIFI expects to mitigate the impacts of such rising costs through increased operational efficiencies and increased selling prices, but rising inflation could becomebe a factor that negatively impacts UNIFI’s profitability.

Environmental Matters

UNIFI is subject to various federal, state, and local environmental laws and regulations limiting the use, storage, handling, release, discharge, and disposal of a variety of hazardous substances and wastes used in or resulting from its operations (and to potential remediation obligations thereunder).  These laws include the Federal Water Pollution Control Act, the Clean Air Act, the Resource Conservation and Recovery Act (including provisions relating to underground storage tanks), the Comprehensive Environmental Response, Compensation, and Liability Act, commonly referred to as “Superfund” or “CERCLA” and various state counterparts to such laws.  UNIFI’s operations are also governed by laws and regulations relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations issued thereunder, which, among other things, establish exposure standards regarding hazardous materials and noise standards and regulate the use of hazardous chemicals in the workplace.

UNIFI believes that it has obtained, and is in compliance in all material respects with, all significant permits required to be issued by federal, state, or local law in connection with the operation of its business.  UNIFI also believes that the operation of its production facilities and its disposal of waste materials are substantially in compliance with applicable federal, state, and local laws and regulations, and that there are no material ongoing or anticipated capital expenditures associated with environmental control facilities necessary to remain in compliance with such provisions.  UNIFI incurs normal operating costs associated with the discharge of materials into the environment but does not believe that these costs are material or inconsistent with those of its domestic competitors.

On September 30, 2004, Unifi Kinston, LLC (“UK”), a subsidiary of Unifi, Inc., completed its acquisition of polyester filament manufacturing assets located in Kinston, North Carolina (“Kinston”) from 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, UK 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 UK of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UK’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. UK 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.  The 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 UK, DuPont and UK had a duty to monitor and report the environmental status of the Kentec site to DEQ. Effective April 10, 2019, UK assumed sole remediator responsibility of the Kentec site pursuant to its contractual obligations with INVISTA and received $180 of net monitoring and reporting costs due from DuPont.  In connection with monitoring, UK expects to sample and report to DEQ annually. At this time, UNIFI does not expect any active site remediation will be required but expects that any costs associated with active site remediation, if ever required, would likely be immaterial.

Joint Ventures and Unconsolidated Affiliates

UNIFI participates in two joint ventures that supply raw materials to the NylonAmericas Segment, one located in the U.S. and one in Israel.  As of June 27, 2021,July 3, 2022, UNIFI had $2,159$2,072 recorded for these investments in unconsolidated affiliates. Other information regarding UNIFI’s unconsolidated affiliates is provided in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 10, “Other Non-Current Assets” under the subheading “Investments in Unconsolidated Affiliates and Variable Interest Entities,” to the accompanying consolidated financial statements.

During fiscal 2020, UNIFI and Parkdale finalized negotiations to sell UNIFI’s PAL Investment to Parkdale for $60,000. The transaction closed on April 29, 2020, and UNIFI received $60,000 in cash.


Available Information

UNIFI’s website is www.unifi.com.  Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as proxy statements and other information we file with, or furnish to, the SEC are available free of charge on our website. We make these documents available as soon as reasonably practicable after we electronically transmit them to the SEC. Except as otherwise stated in these documents, the information on our website is not a part of this Annual Report and is not incorporated by reference in this Annual Report or any of our other filings with the SEC. In addition, many of our corporate governance documents are available on our website, including ourour: Audit Committee Charter, Compensation Committee Charter, Corporate Governance and Nominating Committee Charter, Corporate Governance Guidelines, Code of Business Conduct and Ethics, Ethical Business Conduct Policy Statement, and Code of Ethics for Senior Financial and Executive Officers.  Copies of such materials, as well as any of our SEC reports and all amendments thereto, may also be obtained without charge by writing to Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410, Attention: Corporate Secretary.

 

 

Item 1A. Risk Factors

 

Many of the factors that affect UNIFI’s business and operations involve risk and uncertainty. The factors described below are some of the risks that could materially negatively affect UNIFI’s business, financial condition, results of operations, and cash flows. You should consider all such risks in evaluating UNIFI or making any investment decision involving UNIFI.

 

Strategic Risks

 

UNIFI faces intense competition from a number of domestic and foreign yarn producers and importers of foreign-sourced fabric, apparel, and other textile products. Because UNIFI and the supply chains in which UNIFI conducts its business do not typically operate on the basis of long-term contracts with textile customers or brand partners, these competitive factors could cause UNIFI’s customers or brand partners to shift rapidly to other producers.

 

UNIFI competes not only against domestic and foreign yarn producers, but also against importers of foreign-sourced fabric, apparel, and other textile products into the U.S. and other countries in which UNIFI does business, particularly in Brazil with respect to commodity yarn products. The primary competitive factors in the textile industry include price, quality, product styling, performance attributes and differentiation, brand reputation, flexibility and location of production and finishing, delivery time, and customer service. The needs of certain customers and brand partners and the characteristics of particular products determine the relative importance of these various factors. A large number of UNIFI’s foreign competitors have significant competitive advantages that may include lower labor and raw material costs, production facilities in locations outside UNIFI’s existing supply chain, government subsidies, and favorable foreign currency exchange rates against the USD. If any of these advantages increase, if new and/or larger competitors emerge in the future, or if UNIFI’s brand reputation is detrimentally impacted, UNIFI’s products could become less competitive, and its sales and profits may decrease as a result. In particular, devaluation of the Chinese currency against the USD could result in UNIFI’s products becoming less competitive from a pricing standpoint and/or could result in the NACA region losing market share to Chinese imports, thereby adversely impacting UNIFI’s sales and profits.  While these foreign competitors have traditionally focused on commodity production, they are now increasingly focused on value-added products. UNIFI may not be able to continue to compete effectively with foreign-made textile and apparel products, which would materially adversely affect its business, financial condition, results of operations or cash flows.  Similarly, to maximize their own supply chain efficiency, customers and brand partners sometimes request that UNIFI’s products be produced and sourced from specific geographic locations that are in close proximity to the customer’s fabric mills or that have other desirable attributes from the customer’s perspective.  These locations are sometimes situated outside the footprint of UNIFI’s existing global supply chain. If UNIFI is unable to move production based on customer requests or other shifts in regional demand, we may lose sales and experience an adverse effect on our business, financial condition, results of operations, or cash flows.

 

A significant portion of our sales is dependent upon demand from a few large brand partners.

 

UNIFI’s strategy involves the sale of products and solutions to other yarn manufacturers and knitters and weavers (UNIFI’s direct customers) that produce yarn and/or fabric for brands and retailers in 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.”  Although we generally do not derive revenue directly from our brand partners, sales volumes to our direct customers are linked with demand from our brand partners because our direct sales generally form a part of our brand partners’ supply chains.  A significant portion of our overall sales is tied to ongoing programs for a smalllimited number of brand partners.  Our future operating results depend on both the success of our largest brand partners and on our success in diversifying our products and our indirect customer base.  Because we typically do not operate on the basis of long-term contracts, our customers and brand partners can cease incorporating our products into their own with little notice to us and with little or no penalty.  The loss of a large brand partner, and the failure to add new customers to replace the corresponding lost sales, would have a material adverse effect on our business, financial condition, results of operations, and cash flows.  

 



 

Significant price volatility of UNIFI’s raw materials and rising energy costs may result in increased production costs.  UNIFI attempts to pass such increases in production costs on to its customers through responsive price increases.  However, any such price increases are effective only after a time lag that may span one or more quarters, during which UNIFI and its margins are negatively affected.

 

Petroleum-based chemicals and recycled plastic bottles comprise a significant portion of UNIFI’s raw materials. The prices for these products and related energy costs are volatile and dependent on global supply and demand dynamics, including geo-political risks.  While UNIFI enters into raw material supply agreements from time to time, these agreements typically provide index pricing based on quoted market prices. Therefore, supply agreements provide only limited protection against price volatility. UNIFI attempts to pass on to its customers increases in raw material costs, but at times it cannot. When it can, there is typically a time lag that adversely affects UNIFI and its margins during one or more quarters.  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 certain raw materials in the prior quarter.  Pricing adjustments for other customers must be negotiated independently.  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.  UNIFI has lost in the past (and expects that it may lose in the future) customers to its competitors as a result of price increases. In addition, competitors may be able to obtain raw materials at a lower cost due to market regulations that favor local producers in certain foreign locations where UNIFI operates, and certain other market regulations that favor UNIFI over other producers may be amended or repealed. Additionally, inflation can have a long-term impact by increasing the costs of materials, labor and/or energy, any of which costs may adversely impact UNIFI’s ability to maintain satisfactory margins. If UNIFI is not able to pass on such cost increases to customers in a timely manner (or if it loses a large number of customers to competitors as a result of price increases), the result could be material and adverse to its business, financial condition, results of operations, or cash flows.

 

Depending on the price volatility of petroleum-based inputs, recycled bottles, and other raw materials, the price gap between virgin chip and recycled chip could make virgin raw materials more cost-effective than recycled raw materials, which could result in an adverse effect on UNIFI’s ability to sell its REPREVE® brand recycled products profitably.

 

The success of UNIFI’s business is tied to the strength and reputation of its brands. If the reputation of one or more of our brands erodes significantly, it could have a material impact on our financial results.

UNIFI has invested heavily in branding and marketing initiatives, and certain of our brands, particularly our REPREVE® brand, have widespread recognition.  Our financial success is directly dependent on the success of our brands.  The success of a brand can suffer if our marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers.  Our financial results could also be negatively impacted if one of our brands suffers substantial harm to its reputation due to a product recall, product-related litigation, the sale of counterfeit products, or other circumstances that tarnish the qualities and values represented by our brands.  Part of our strategy also includes the license of our trademarks to brand partners, customers, independent contractors, and other third parties.  For example, we license our REPREVE® trademarks to brand partners that feature this trademark on their marketing materials as part of a co-branded environmental sustainability product narrative.  Although we make concerted efforts to protect our brands through quality control mechanisms and contractual obligations imposed on our licensees, there is a risk that some licensees might not be in full compliance with those mechanisms and obligations.  If the reputation of one or more of our brands is significantly eroded, it could adversely affect our sales, results of operations, cash flows, and/or financial condition.

 

UNIFI’s future success will depend in part on its ability to protect and preserve its intellectual property rights, and UNIFI’s inability to enforce these rights could cause it to lose sales, reduce any competitive advantage it has developed or otherwise harm its business.

 

UNIFI’s future success depends in part on its ability to protect and preserve its rights in the trademarks and other intellectual property it owns or licenses, including its proprietary know-how, methods and processes. UNIFI relies on the trademark, copyright, and trade secret laws of the U.S. and other countries, as well as nondisclosure and confidentiality agreements, to protect its intellectual property rights. However, UNIFI may be unable to prevent third parties, employees, or contractors from using its intellectual property without authorization, breaching nondisclosure or confidentiality agreements, or independently developing technology that is similar to UNIFI’s. The use of UNIFI’s intellectual property by others without authorization may cause it to lose sales, reduce any competitive advantage UNIFI has developed, or otherwise harm its business.

 


 

Financial Risks

 

UNIFI has significant foreign operations, and its consolidated results of operations and business may be adversely affected by the risks associated with doing business in foreign locations, including the risk of fluctuations in foreign currency exchange rates.

 

UNIFI has foreign operations in Brazil, China, Colombia, El Salvador, and Turkey and participates in joint ventures located in Israel.  In addition, to help service its customers, UNIFI from time to time engages with third-party independent contractors to provide sales and distribution, manufacturing, and other operational and administrative support services in locations around the world. UNIFI serves customers throughout the Americas and Asia, as well as various countries in Europe. UNIFI’s foreign operations are subject to certain political, tax, economic, and other uncertainties not encountered by its domestic operations that can materially impact UNIFI’s supply chains or other aspects of its foreign operations. The risks of international operations include trade barriers, duties, exchange controls, national and regional labor strikes, social and political unrest, general economic risks, compliance with a variety of foreign laws (including tax laws), the difficulty of enforcing agreements and collecting receivables through foreign legal systems, taxes on distributions or deemed distributions to UNIFI or any of its U.S. subsidiaries, maintenance of minimum capital requirements, and import and export controls. UNIFI’s consolidated results of operations and business could be adversely affected as a result of a significant adverse development with respect to any of these risks.

 

Through its foreign operations, UNIFI is also exposed to foreign currency exchange rate fluctuations. Fluctuations in foreign currency exchange rates will impact period-to-period comparisons of UNIFI’s reported results. Additionally, UNIFI operates in countries with foreign exchange controls. These controls may limit UNIFI’s ability to transfer funds from its international operations and joint ventures or otherwise to convert local currencies into USDs. These limitations could adversely affect UNIFI’s ability to access cash from its foreign operations.

 

In addition, due to its foreign operations, a risk exists that UNIFI’s employees, contractors, or agents could engage in business practices prohibited by U.S. laws and regulations applicable to the Company, such as the Foreign Corrupt Practices Act or the anti-bribery and corruption laws and regulations of other countries in which we do business.  UNIFI maintains policies prohibiting these practices but it remains subject to the risk that one or more of its employees, contractors, or agents, specifically ones based in or from countries where such practices are customary, will engage in business practices in violation of these laws and regulations.  Any such violations, even if in breach of UNIFI’s policies, could adversely affect its business or financial performance.

 

UNIFI may be subject to greater tax liabilities.

UNIFI is subject to income tax and other taxes in the U.S. and in numerous foreign jurisdictions. UNIFI’s domestic and foreign income tax liabilities are dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to UNIFI’s interpretation of applicable tax laws in the jurisdictions in which we operate. Changes in tax laws including further regulatory developments arising from U.S. tax reform legislation, as well as judicial interpretations in the jurisdictions in which we operate, andmulti-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development could have an adverse effect on UNIFI’s business, financial condition, operating results, and cash flows. Significant judgment, knowledge, and experience are required in determining our worldwide provision for income taxes.

 

UNIFI requires cash to service its indebtedness and to fund capital expenditures and strategic initiatives, and its ability to generate sufficient cash for those purposes depends on many factors beyond its control.

UNIFI’s principal sources of liquidity are cash flows generated from operations and borrowings under its credit facility. UNIFI’s ability to make payments on its indebtedness and to fund planned capital expenditures and strategic initiatives will depend on its ability to generate future cash flows from operations. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond UNIFI’s control. The business may not generate sufficient cash flows from operations, and future borrowings may not be available to UNIFI in amounts sufficient to enable UNIFI to pay its indebtedness and to fund its other liquidity needs. Any such development would have a material adverse effect on UNIFI.

 

Operational Risks

 

UNIFI depends on limited sources for certain of its raw materials, and interruptions in supply could increase its costs of production, cause production inefficiencies, or lead to a halt in production.

 

UNIFI depends on a limited number of third parties for certain raw material supplies, such as POY, Chip, dyes, and Chip.chemicals. Although alternative sources of raw materials exist, UNIFI may not be able to obtain adequate supplies of such materials on acceptable terms, or at all, from other sources. UNIFI is dependent on USMCA/NAFTA, CAFTA-DR, and Berry Amendment qualified suppliers of raw materials for the production of Compliant Yarns. These suppliers are also at risk with their raw material supply chains. Any significant disruption or curtailment in the supply of any of its raw materials could cause UNIFI to reduce or cease its production for an extended period, or require UNIFI to increase its pricing, any of which could have a material adverse effect on its business, financial condition, results of operations, or cash flows.

 


 

A disruption at one of our facilities could harm our business and result in significant losses, lead to a decline in sales, and increase our costs and expenses.

 

Our operations and business could be disrupted by natural disasters, industrial accidents, power or water shortages, extreme weather conditions, pandemics, and other man-made disasters or catastrophic events.  We carry commercial property damage and business interruption insurance against various risks, with limits we deem adequate, for reimbursement for damage to our fixed assets and resulting disruption of our operations.  However, the occurrence of any of these business disruptions could harm our business and result in significant losses, lead to a decline in sales and increase our costs and expenses.  Any disruptions from these events could require substantial expenditures and recovery time in order to resume operations and could also have a material adverse effect on our operations and financial results to the extent losses are uninsured or exceed insurance recoveries and to the extent that such disruptions adversely impact our relationships with our customers.

 

Our business and operations could suffer in the event of cybersecurity breaches.

 

Attempts to gain unauthorized access to our information technology systems have become increasingly more sophisticated over time. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases we might be unaware of an incident or its magnitude and effects. We carry data protection liability insurance against cyber attacks, with limits we deem adequate for the reimbursement for damage to our computers, equipment, and networks and resulting disruption of our operations. Any disruption from a cyber attack could require substantial expenditures and recovery time in order to fully resume operations and could also have a material adverse effect on our operations and financial results to the extent losses are uninsured or exceed insurance recoveries and to the extent that such disruptions adversely impact our relationships with our customers. We have been a target of cybersecurity attacks in the past and, while such attacks have not resulted in a material impact on our operations, business, or customer relationships, such attacks could in the future.

 

The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, or otherwise adversely affect our business. To the extent that any cybersecurity breach results in inappropriate disclosure of our customers’ or brand partners’ confidential information, we may incur a liability as a result. In addition, the devotion ofdevoting additional resources to the security of our information technology systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.

 

A decline or change in general economic conditions, political conditions, and/or levels of consumer spending could cause a decline in demand for textile products, including UNIFI’s products.

 

UNIFI’s products are used in the production of fabric primarily for the apparel, hosiery, home furnishings, automotive, industrial, and other end-use markets. Demand for furniture and other durable goods is often affected significantly by economic conditions that have global or regional industry-wide consequences. Demand for a number of categories of apparel also tends to be tied to economic cycles and customer preferences that affect the textile industry in general. Demand for textile products, therefore, tends to vary with the business cycles of the U.S. and other economies, as well as changes in global trade flows, and economic and political conditions.  Additionally, prolonged economic downturns that negatively impact UNIFI’s results of operations and cash flows could result in future material impairment charges to write-down the carrying value of certain assets, including facilities and equipment, amortizable intangible assets, and equity affiliates.

 

Changes in consumer spending, customer preferences, fashion trends, and end uses for UNIFI’s products could weaken UNIFI’s competitive position and cause UNIFI’s products to become less competitive, and its sales and profits may decrease as a result.  Additionally, the end-consumer retail and apparel markets may continue to experience difficult conditions characterized by reduced retail traffic and growth in online sales channels, which may cause bankruptcies, store closures, and other transformations for traditional retail enterprises, which could have an adverse effect on UNIFI’s business and financial condition.

 

Historic trends indicate weakening performance in the nylon sector on a global basis. If further declines are significant in any one year or the cumulative decline over a number of years is significant, the impact could have a material adverse effect on UNIFI’s business, financial condition, results of operations, or cash flows.

 


 

General Risks

 

Unfavorable changes in trade policies and/or violations of existing trade policies could weaken UNIFI’s competitive position significantly and have a material adverse effect on its business.

 

A number of markets within the textile industry in which UNIFI sells its products, particularly the apparel, hosiery, and home furnishings markets, are subject to intense foreign competition. Other markets within the textile industry in which UNIFI sells its products may in the future become subject to more intense foreign competition. There are currently a number of trade regulations and duties in place to protect the U.S. textile industry against competition from low-priced foreign producers, such as those in China, India, and Vietnam.  Political and policy-driven influences are subjecting international trade regulations to significant volatility. Future changes in such trade regulations or duties may make the price of UNIFI’s products less attractive than the goods of its competitors or the finished products of a competitor in the supply chain, which could have a material adverse effect on UNIFI’s business, financial condition, results of operations, or cash flows.  Such changes in U.S. import duties might also result in increased indirect costs on items imported to support UNIFI’s domestic operations and/or countervailing or responsive changes applicable to exports of our products outside the U.S.

 

According to industry experts and trade associations, there has been a significant amount of illegal transshipments of POY and apparel products into the U.S. and into certain other countries in the NACA region in which UNIFI competes. Illegal transshipment involves circumventing duties by falsely claiming that textiles and apparel are products of a particular country of origin (or include yarn of a particular country of origin) to avoid paying higher duties or to receive benefits from regional free trade agreements, such as USMCA/NAFTA and CAFTA-DR. If illegal transshipments are not monitored, and if enforcement is not effective to limit them, these shipments could have a material adverse effect on UNIFI’s business, financial condition, results of operations, or cash flows.

 

In order to compete effectively, we must attract, retain, and motivate key employees, and our failure to do so could harm our business and our results of operations.

 

In order to compete effectively, we must attract and retain qualified employees.  Our future operating results and success depend on keepingretaining key personnel and management and alsoas well as expanding our technical, sales and marketing, innovation, and administrative support.  The competition for qualified personnel is intense, particularly as it relates to hourly personnel in the domestic communities in which our manufacturing facilities are located.  We cannot be sure that we will be able to attract and retain qualified personnel in the future, which could harm our business and results of operations.

 

Catastrophic or extraordinary events, including epidemics or pandemics such as the COVID-19 pandemic, could disrupt global economic activity and/or demand and negatively impact our financial performance and results of operations.

 

In March 2020, the World Health Organization declared the currentThe COVID-19 outbreak a global pandemic.

Global measures taken to reduce the spread of COVID-19 resulted in a significant decline in global business activity that may have a lasting impact onpandemic has negatively impacted the global economy, disrupted consumer spending, and consumer demand. While our operating results for fiscal 2021 show a recovery of the textileaffecting global supply chain, thechains. The duration of the COVID-19 pandemic and its long-term impact on our businesses is currently unknown.  

Significant restoration of consumer spending and retail activity will be critical to both our end-markets and an overall economic rebound. UNIFI anticipates a sustainable recovery in global economic activity when COVID-19 and its variants are sufficiently contained.  The economic rebound will depend on the pace and effectiveness of theOngoing containment efforts deployed by various national, state,such as travel bans and local governments, along withrestrictions, quarantines, and business shutdowns continue to negatively impact the speedglobal economy. Specifically, containment efforts in China have impacted our supply chain, negatively impacting the results of our Asia Segment. The duration of these containment efforts and effectiveness with which testing, treatment and vaccine methods are deployed.future impact on our business is difficult to predict.

UNIFI will continue to monitor the COVID-19 pandemic by prioritizing health and safety while delivering on customer demand.

During fiscal 2021, our businesses navigated the COVID-19 pandemic well and we generated operating cash flows, reduced our debt principal, gained temporary market share in Brazil, and created momentum for fiscal 2022. However, the COVID-19 pandemic could resurge or another epidemic or pandemic could arise, and, accordingly, we will accordingly remain diligent and responsive to ensure the vitality of the organization.

 

The risks associated with climate change, localized energy management initiatives, and other environmental impacts could negatively affect UNIFI’s business and operations.

UNIFI’s business is susceptible to risks associated with climate change, including, but not limited to, disruptions to our supply chain, which could potentially impact the production and distribution of our products and availability and pricing of raw materials. Increased frequency and intensity of weather events due to climate change could lead to supply chain disruption, energy and resource rationing, or an adverse event at one of our manufacturing facilities or the facilities of our manufacturing partners. Further, the recent energy management initiatives in China temporarily constrained global supply chains and reduced supplier and customer activity. UNIFI remains focused on diversifying our product portfolio and manufacturing footprint while utilizing fewer resources to help address the risks associated with climate change. Nonetheless, the associated risks could adversely impact our results of operations and cash flows.


 

Item 1B.

Unresolved Staff Comments

None.


 

Item 2.

Properties

The following table contains information about the principal properties owned or leased by UNIFI as of June 27, 2021:July 3, 2022:

Location

 

Principal Use

 

Approx.

Total Area

(Sq. Ft.)

 

 

Owned

or Leased

Administrative

 

 

 

 

 

 

 

 

Greensboro, North Carolina

 

Corporate headquarters

 

 

121,000

 

 

Owned

 

 

 

 

 

 

 

 

 

PolyesterAmericas Segment

 

 

 

 

 

 

 

 

Domestic

 

 

 

 

 

 

 

 

Yadkinville, North Carolina

 

Manufacturing facility

 

 

261,000

 

 

Owned

Yadkinville, North Carolina

 

Manufacturing facility

 

 

212,000

 

 

Owned

Yadkinville, North Carolina

 

Manufacturing facility

 

 

812,000

 

 

Owned

Yadkinville, North Carolina

 

Manufacturing facility

 

 

413,000

 

 

Owned

Yadkinville, North Carolina

 

Manufacturing facility

 

 

147,000

 

 

Owned

Yadkinville, North Carolina

 

Warehouse

 

 

400,000

 

 

Owned

Yadkinville, North Carolina

 

Warehouse

 

 

120,000

 

 

Owned

Yadkinville, North Carolina

 

Warehouse

 

 

217,000

 

 

Owned

Yadkinville, North Carolina

 

Warehouse

 

 

61,000

 

 

Leased

Yadkinville, North Carolina

 

Warehouse

 

 

82,000

 

 

Leased

 

 

 

 

 

 

 

 

 

Reidsville, North Carolina

 

Manufacturing facility

 

 

384,000

 

 

Owned

Reidsville, North Carolina

 

Manufacturing facility

 

 

160,000

 

 

Owned

Reidsville, North Carolina

 

Warehouse

 

 

80,000

 

 

Leased

 

 

 

 

 

 

 

 

 

Foreign

Ciudad Arce, El Salvador

Manufacturing facility

132,000

Leased

Ciudad Arce, El Salvador

Warehouse

25,000

Leased

Asia Segment

Foreign

Suzhou, China

Sales office

14,000

Leased

Suzhou, China

Warehouse

75,000

Leased

Suzhou, China

Warehouse

59,000

Leased

Brazil Segment

Foreign

Alfenas, Brazil

Manufacturing facility

346,000

Owned

Alfenas, Brazil

Warehouse

265,000

Owned

Sao Paulo, Brazil

Corporate office

8,200

Leased

Nylon Segment

Domestic

Madison, North Carolina

 

Manufacturing facility

 

 

947,000

 

 

Owned

Madison, North Carolina

 

Warehouse

 

 

31,000

 

 

Owned

Ridgeway, Virginia

 

Warehouse

 

 

12,000

 

 

Leased

 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

 

 

Ciudad Arce, El Salvador

Manufacturing facility

132,000

Leased

Ciudad Arce, El Salvador

Warehouse

49,000

Leased

Bogota, Colombia

 

Manufacturing facility

 

 

31,000

 

 

Owned

Bogota, Colombia

 

Sales office

 

 

1,000

 

 

Leased

Brazil Segment

Foreign

Alfenas, Brazil

Manufacturing facility

355,000

Owned

Alfenas, Brazil

Warehouse

307,000

Owned

Sao Paulo, Brazil

Corporate office

12,000

Leased

Asia Segment

Foreign

Suzhou, China

Sales office

16,000

Leased

Suzhou, China

Warehouse

75,000

Leased

Suzhou, China

Warehouse

59,000

Leased

Management believes all of UNIFI’s operating properties are well-maintainedwell maintained and in good condition.  In fiscal 2021,2022, UNIFI’s manufacturing facilities in the Polyester Segment, Brazil Segment and NylonAmericas Segment operated below capacity for certain portionsmost of the year, in part due to the COVID-19 pandemic impact on product demand.availability and productivity of labor.  Management does not perceive any capacity constraints in the foreseeable future.

 

Item 3.

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 4.

Mine Safety Disclosures

Not applicable.


INFORMATION ABOUT OUR EXECUTIVE OFFICERS

 

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years.  Each executive officer of UNIFI is elected by the Board and holds office from the date of election until thereafter removed by the Board.

Edmund M. Ingle – Age: 5657 – Mr. Ingle has served as Chief Executive Officer of UNIFI and a member of UNIFI’s Board since June 2020.  From May 2019 to June 2020, he served as Chief Executive Officer of the Recycling group of Indorama Ventures, a world-class chemicals company and a global integrated leader in PET and fibers serving major customers in diversified end-use markets.  From May 2018 to May 2019, he was Chairperson and Chief Executive Officer of Indorama’s Wellman International division.  Prior to that, Mr. Ingle was with UNIFI for approximately 30 years, during which time he held various key leadership positions, including Vice President of Global Corporate Sustainability, Vice President of Supply Chain, General Manager of the Company’s Flake and Chip business, Vice President and General Manager of REPREVE® Polymers, General Manager of the Company’s Nylon business, and Director of Global Procurement.  

Thomas H. Caudle, Jr. – Age: 69 – Mr. Caudle served as President & Chief Operating Officer of UNIFI from August 2017 until his retirement on June 27, 2021.  Previously, he was President of the Company from April 2016 to August 2017, Vice President of Manufacturing of the Company from October 2006 to April 2016, and Vice President of Global Operations of the Company from April 2003 to October 2006.

Albert P. Carey – Age: 6970 – Mr. Carey has served as Executive Chairman of the Board of UNIFI since April 2019.  Mr. Carey previously served as Non-Executive Chairman of the Board of the Company from January 2019 to March 2019.  In March 2019, Mr. Carey retired from PepsiCo, Inc., a consumer products company, after a 38-year career with the company in which he held a number of senior leadership roles, including Chief Executive Officer of PepsiCo North America from March 2016 to January 2019, Chief Executive Officer of PepsiCo North America Beverages from July 2015 to March 2016, Chief Executive Officer of PepsiCo Americas Beverages from September 2011 to July 2015, and President and Chief Executive Officer of Frito-Lay North America from June 2006 to September 2011.

Craig A. Creaturo – Age: 5152 – Mr. Creaturo has served as Executive Vice President & Chief Financial Officer of UNIFI since September 2019.  Mr. Creaturo served as Chief Financial Officer & Vice President-Administration of Chromalox, Inc., an advanced thermal technologies manufacturing company, from February 2015 to March 2019.  Prior to that, he served as Chief Financial Officer of II-VI Incorporated (“II-VI”), a publicly traded global leader in engineered materials and optoelectronic components, from 2004 to 2014, Treasurer of II-VI from 2000 to 2014, and Corporate Controller of II-VI from 1998 to 2000.  From 1992 to 1998, he held a variety of audit roles at Arthur Andersen LLP.  Mr. Creaturo is a Certified Public Accountant in the Commonwealth of Pennsylvania.

Hongjun Ning – Age: 5455 – Mr. Ning has served as an Executive Vice President of UNIFI since July 2020, President of Unifi Textiles (Suzhou) Co. Ltd. (“UTSC”) (UNIFI’s subsidiary in China) since March 2020 and President of Unifi Asia Pacific since June 2017.  Previously, he served as Vice President of UTSC from September 2013 to June 2017, Director of Sales & Marketing of UTSC from August 2008 to September 2013, and General Manager, Sales & Marketing of a former UNIFI joint venture in China from January 2006 to August 2008.

Lucas de Carvalho RochaGregory K. Sigmon – Age: 6432 – Mr. RochaSigmon, has served as an Executive Officer of UNIFI since July 2022 and as General Counsel and Corporate Secretary of the Company since June 2020. Previously, Mr. Sigmon served as a Vice President of UNIFI sincefrom July 2020 to July 2022 and as Assistant General Counsel of the Company from September 2019 to June 2020. Before joining UNIFI, Mr. Sigmon served as an officer in the legal department of BB&T Corporation in Winston-Salem, North Carolina (“BB&T”), where he was a Vice President of Unifi Latin America and President of Unifi do Brasil, Ltda. (”UdB”) (UNIFI’s subsidiary in Brazil) since January 2018. Previously, he served as Director of Operations of UdB from April 19992018 to January 2018. PriorAugust 2019, an Assistant Vice President from September 2015 to his career with UNIFI,March 2018, and a graduate of BB&T’s Leadership Development Program. Mr. Rocha also spent time atSigmon is a member of the following textile entities in Brazil: Fairway Filamentos SA (Rhodia & Hoechst J.V.), Textuval Indústria Têxtil Ltda., Rhodia SA (Rhone Poulenc Group), and Polyenka SA (ex-AKZOGroup).North Carolina State Bar.


PART II

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

UNIFI’s common stock is listed for trading on the New York Stock Exchange (the “NYSE”) under the symbol “UFI.”  

As of August 20, 2021,26, 2022, there were 121125 record holders of UNIFI’s common stock.  A significant number of the outstanding shares of common stock that are beneficially owned by individuals and entities are registered in the name of Cede & Co.  Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms.  UNIFI estimates that there are approximately 4,8005,900 beneficial owners of its common stock.

No dividends were paid in the past two fiscal years, and UNIFI does not intend to pay cash dividends in the foreseeable future.  UNIFI’s current debt obligations contain certain restricted payment and restricted investment provisions, including a restriction on the payment of dividends and share repurchases under certain circumstances.  Information regarding UNIFI’s debt obligations is provided in Note 12, “Long-Term Debt,” to the accompanying consolidated financial statements.

Purchases of Equity Securities

On October 31, 2018, UNIFI announced that the Board approved the 2018 SRP under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases may be made from time to time in the open market at prevailing market prices, through private transactions, or via 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 June 27, 2021,July 3, 2022, UNIFI has repurchased a total of 84701 shares at an average price of $23.72,$15.90, leaving $48,008$38,859 available for repurchase under the 2018 SRP. UNIFI will continue to evaluate opportunities to use excess cash flows from operations or existing borrowings to repurchase additional stock, while maintaining sufficient liquidity to support its operational needs and to fund future strategic growth opportunities.


PERFORMANCE GRAPH - SHAREHOLDER RETURN ON COMMON STOCK

The below graphic comparison assumes the investment of $100 in each of UNIFI common stock, the S&P SmallCap 600 Index (a benchmark index containing inclusion characteristics closely associated with UNIFI) and the NYSE Composite Index (a broad equity market index), all at June 24, 2016.23, 2017.  The resulting cumulative total return assumes that dividends, if any, were reinvested. Past performance is not indicative of future performance.

 

 

 

June 24, 2016

 

 

June 23, 2017

 

 

June 22, 2018

 

 

June 28, 2019

 

 

June 26, 2020

 

 

June 25, 2021

 

 

June 23, 2017

 

 

June 22, 2018

 

 

June 28, 2019

 

 

June 26, 2020

 

 

June 25, 2021

 

 

July 1, 2022

 

Unifi, Inc.

 

$

100.00

 

 

$

110.00

 

 

$

119.89

 

 

$

69.11

 

 

$

44.39

 

 

$

94.14

 

 

$

100.00

 

 

$

108.99

 

 

$

62.83

 

 

$

40.35

 

 

$

85.58

 

 

$

48.48

 

S&P SmallCap 600

 

 

100.00

 

 

 

124.85

 

 

 

152.57

 

 

 

139.86

 

 

 

116.45

 

 

 

204.66

 

 

 

100.00

 

 

 

122.18

 

 

 

111.94

 

 

 

92.57

 

 

 

162.40

 

 

 

133.82

 

NYSE Composite

 

 

100.00

 

 

 

118.20

 

 

 

130.46

 

 

 

138.29

 

 

 

126.12

 

 

 

185.04

 

 

 

100.00

 

 

 

110.37

 

 

 

117.00

 

 

 

106.70

 

 

 

156.55

 

 

 

140.74

 

 

Item 6.

Selected Financial DataReserved

UNIFI has elected to early adopt the amendment to Item 301 of Regulation S-K and is no longer required to provide the information required by Item 6 of Form 10-K.

 

 



 

Item 7.

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 consolidated financial statements. Management’s discussion and analysis should be read in conjunction with the remainder of this Annual Report, with the understanding that forward-looking statements may be present. A reference to a “note” refers to the accompanying notes to consolidated financial statements.

Strategic Priorities

In orderWe believe UNIFI’s underlying performance during recent fiscal years reflects the strength of our global initiative to deliver differentiated solutions to customers and brand partners throughout the world. Our supply chain has been developed and enhanced in multiple regions around the globe, allowing us to deliver a diverse range of fibers and polymers to key customers in the markets we serve, especially apparel. These textile products are supported by quality assurance, product development, product and fabric certifications, hangtags, co-marketing, and technical and customer service teams across UNIFI’s operating subsidiaries. We have developed this successful operating platform by improving operational and business processes and deriving value from sustainability-based initiatives, including polyester and nylon recycling.

We believe that further commercial expansion will require a continued stream of new technology and innovation that generates products with meaningful consumer benefits. Along with our recycled platform, UNIFI has significant yarn technologies that provide optimal performance characteristics for today’s marketplace, including moisture management, temperature moderation, stretch, ultra-violet protection and fire retardation, among others. To achieve further growth, UNIFI remains focused on innovation, bringing to market the next wave of fibers and continue as an industry leader whenpolymers for tomorrow’s applications. As we invest and grow, sustainability remains at our core. We believe that increasing the COVID-19 pandemic pressures subside, UNIFI is committedawareness for recycled solutions in applications across fibers and polymers and furthering sustainability-based initiatives with like-minded brand partners will be key to investing strategicallyour future success. We also believe that our manufacturing processes and synergistically in technology,our technical knowledge and capabilities will allow us to grow market share and develop new textile programs with new and existing customers. Ultimately, combining leading edge innovation and sustainability;with our prominent, high-quality brand and supplier relationships;agile regional business model will allow for underlying sales and supply chain expansion and optimization. These initiatives complement UNIFI’s core competencies and are expected to strengthen our relationships with like-minded customers who value a premier supply chain and state-of-the-art equipment that offers technology-driven solutions backed by innovation and sustainability. As a result, these initiatives are expected to increase net sales, gross profit and operating income.profitability growth.

Significant Developments and Trends

During the last fourfive fiscal years, several key drivers affected our financial results. During fiscal 2018 and 2019, our operations in the U.S. were unfavorably impacted by (i) rising raw material costs and (ii) a surge of imported polyester textured yarn that depressed our pricing, market share, and fixed cost absorption. During fiscal 2020, our financial results began to improve following more stable import and raw material cost environments. However, the COVID-19 pandemic had a significant unfavorable impact to product demand and our annual profitability suffered accordingly. Near the end of fiscal 2020, we divested a minority interest investment and significantly improved our liquidity position, supporting business preservation and the ability to better capture long-term growth opportunities. Throughout fiscal 2021, our businesses experienced sequential improvement alongside global demand and economic recovery, and we capitalized on profitable opportunities that fueled strong consolidated results. Throughout fiscal 2022, we experienced adverse pressure from rising input costs and a weakening of labor productivity primarily in our domestic operations. Looking ahead, our operations remain well positioned to capture long-term growth opportunities and we are working to mitigate any potential recession impacts.

Once the COVID-19 pandemic subsides,global economic pressures subside, we believe incremental revenue for the PolyesterAmericas Segment will be generated from both the polyester textured yarn trade petition completed in early calendar 2020 and the actions currently pending with the ITC and Commerce Department,petitions, along with continued demand for innovative and sustainable products in the NACA region.products. The Asia Segment continues to capture demand for recycled products and serves as a significant component of future growth. The Brazil Segment performed extraordinarily well in fiscal 2021 and 2022, and while we expect pricing and margins to normalizenormalized from near historical levels, the momentum captured in fiscal 2021 mayand 2022 could provide a new, elevated level of long-term performance for the segment. The Nylon Segment performance continues to reflect the adverse impacts of (i) customers shifting certain programs to overseas garment production and (ii) the current global trend of declining demand for nylon socks, ladies’ hosiery and intimate apparel.

The following positive developments and trends had occurred or were occurring in fiscal 2021:2022.

 

Demand levels for the majority of our business lines experienced significant recovery since the onset of the COVID-19 pandemic.

 

Our REPREVE® family of products continued to gain momentum with brands, retailers, and mill partners who value sustainability and UNIFI’s ability to produce leading edge products with in-demand technologies.

 

Our strategy of creating a more competitive pricing environment for the polyester textured yarn market in the U.S. was successful against imports from China and India, with further similar trade initiatives in progress to address imports from Indonesia, Malaysia, Thailand, and Vietnam.

Although polyester raw material costs began to rise in the fourth quarter, the polyester raw material cost environment remained favorable for most ofrose throughout fiscal 2021, and2022, we have been able to implement cost-responsive selling price adjustments intended to protect our gross profit performance.

Our Asia Segment returned to sales growth, driven by demand for REPREVE®, generating continued portfolio expansion.profit.

 

Our Brazil Segment was able to opportunistically capture market share from competitors and secure favorable pricing levels during the economic recovery in Brazil.

Our Asia Segment returned to sales growth, driven by demand for REPREVE, generating continued portfolio expansion.

Raw Material and Foreign Currency

Raw material costs represent a significant portion of UNIFI’s manufactured product costs. The prices for the principal raw materials used by UNIFI continually fluctuate, and it is difficult or impossible to predict trends or upcoming developments.  During fiscal 2019 and 2018, UNIFI operated in a predominantly increasing raw material cost environment. UNIFI believes those higher costs were primarily a result of volatility in the crude oil markets, along with periods of supply and demand constraints for certain polyester feedstock.  

During much of fiscal 2020, the raw material cost environment shifted to be more favorable and reached significantly lower levels during the early weeks of the COVID-19 pandemic.


The first half of fiscal 2021 showedincluded stable, low levels of raw material costs, while economic recovery, weather events, and supply constraintschain challenges generated raw material cost increases during the second half of fiscal 2021.2021 and the first half of fiscal 2022. For the majority of our portfolio, we were able to implement selling price adjustments to protect gross margins throughout fiscal 2021.2021 and 2022. However, recycled inputs in the U.S. experienced continued cost increases during fiscal 2022. Despite the June 2021 quarter and associated selling price adjustments will be implemented during the September 2021 quarter. Accordingly,increases, we did not experiencestill experienced meaningful gross profit pressure during fiscal 2021.2022, primarily from the U.S. labor shortage and speed at which input costs increased.


The continuing volatility in global crude oil prices is likely to impact UNIFI’s polyester and nylon raw material costs.  While it is not possible to predict the timing or amount of the impact or whether the recent fluctuations in crude oil prices will stabilize, increase or decrease, UNIFI monitors these dynamic factors closely. In addition, UNIFI attempts to pass on to its customers increases in raw material costs but due to market pressures, this is not always possible.  When price increases can be implemented, there is typically a time lag that adversely affects UNIFI and its margins during one or more quarters. 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 certain raw materials in the prior quarter.  Pricing adjustments for other customers must be negotiated independently.  In ordinary market conditions in which raw material pricecost increases have stabilized and sales volumes are consistent with traditional levels, UNIFI has historically been successful in implementing price adjustments within one or two fiscal quarters of the raw material price increase for all of its index priced customers and within two fiscal quarters of the raw material price increase for its non-index priced customers.

UNIFI is also impacted by significant fluctuations in the value of the BRLBrazilian Real (“BRL”) and the Chinese Renminbi (“RMB”), the local currencies for our operations in Brazil and China, respectively. Appreciation of the BRL and the RMB improves our net sales and gross profit metrics when the results of our subsidiaries are translated into USDs at comparatively favorable rates. However, such strengthening may cause adverse impacts to the value of USDs held in these foreign jurisdictions. UNIFI expects continued volatility in the value of the BRL and the RMB to impact our key performance metrics and actual financial results, although the magnitude of the impact is dependent upon the significance of the volatility, and it is not possible to predict the timing or amount of the impact.

InThe BRL to USD weighted average exchange rate was 5.21, 5.38, and 4.29 for fiscal 2022, 2021 and 2020, respectively. The RMB to USD weighted average exchange rate was 6.45, 6.60, and 2019, the BRL generally weakened versus the USD. In7.03 for fiscal 2022, 2021 and 2020, and 2019, the value of the RMB fluctuated in certain fiscal quarters, but the fluctuations were not significant to any fiscal year as a whole.respectively.

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;

 

net income (loss) and earnings per share;

 

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

 

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 (loss) before net interest expense, income tax expense and depreciation and amortization expense;

 

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

 

Adjusted Net Income (Loss), which represents net income (loss) calculated under GAAP, adjusted to exclude certain amounts which management believes do not reflect the ongoing operations and performance of UNIFI and/or for which exclusion may be necessary to understand and compare the underlying results of UNIFI;

 

Adjusted EPS, which represents Adjusted Net Income (Loss) divided by UNIFI’s weighted average common shares outstanding;

 

Adjusted Working Capital, which equals receivables plus inventories and other current assets, less accounts payable and other current liabilities; and

 

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

EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, 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 items (a) items directly related to our asset base (primarily depreciation and amortization) andand/or (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. Equity in loss (earnings) of PAL is excluded from Adjusted EBITDA because such results do not reflect our operating performance.

Management uses Adjusted Net Income (Loss) and Adjusted EPS (i) as measurements of net operating performance because they assist us in comparing such performance on a consistent basis, as they remove the impact of (a) items that we would not expect to occur as a part of our normal business on a regular basis and (b) components of the provision for income taxes that we would not expect to occur as a part of our underlying taxable operations; (ii) for planning purposes, including the preparation of our annual operating budget; and (iii) as measures in determining the value of other acquisitions and dispositions.

Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventories and receivables.

Management uses Net Debt as a liquidity and leverage metric to determine how much debt would remain if all cash and cash equivalents were used to pay down debt principal.

See “Non-GAAP Reconciliations” below for reconciliations of non-GAAP metrics to the most directly comparable GAAP metric.

Review of Results of Operations for Fiscal 2022, 2021 2020 and 20192020

Fiscal 2022 contained 53 weeks and fiscal 2021 and 2020 were each comprised of 52 weeks, whileweeks. The additional week in fiscal 2019 was comprised2022 included approximately $8,700 of 53 weeks.net sales, an insignificant impact to gross profit, and approximately $400 of selling, general and administrative expenses.

Consolidated Overview

The below tables provide:

 

the components of net income (loss) and the percentage increase or decrease over the prior fiscal year amounts,

 

a reconciliation from net income (loss) to EBITDA and Adjusted EBITDA, and

 

a reconciliation from net income (loss) to Adjusted Net Income (Loss) and Adjusted EPS.

Following the tables is a discussion and analysis of the significant components of net income (loss).  

Net income (loss)

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

 

% Change

 

 

Fiscal 2019

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

667,592

 

 

 

10.1

 

 

$

606,509

 

 

 

(14.4

)

 

$

708,804

 

 

$

815,758

 

 

 

22.2

 

 

$

667,592

 

 

 

10.1

 

 

$

606,509

 

Cost of sales

 

 

574,098

 

 

 

1.2

 

 

 

567,469

 

 

 

(11.7

)

 

 

642,496

 

 

 

735,273

 

 

 

28.1

 

 

 

574,098

 

 

 

1.2

 

 

 

567,469

 

Gross profit

 

 

93,494

 

 

 

139.5

 

 

 

39,040

 

 

 

(41.1

)

 

 

66,308

 

 

 

80,485

 

 

 

(13.9

)

 

 

93,494

 

 

 

139.5

 

 

 

39,040

 

SG&A expenses

 

 

51,334

 

 

 

17.2

 

 

 

43,814

 

 

 

(16.8

)

 

 

52,690

 

 

 

52,489

 

 

 

2.2

 

 

 

51,334

 

 

 

17.2

 

 

 

43,814

 

(Benefit) provision for bad debts

 

 

(1,316

)

 

 

(175.7

)

 

 

1,739

 

 

nm

 

 

 

308

 

 

 

(445

)

 

 

(66.2

)

 

 

(1,316

)

 

 

(175.7

)

 

 

1,739

 

Other operating expense, net

 

 

4,865

 

 

 

110.8

 

 

 

2,308

 

 

 

(1.8

)

 

 

2,350

 

Other operating (income) expense, net

 

 

(158

)

 

 

(103.2

)

 

 

4,865

 

 

 

110.8

 

 

 

2,308

 

Operating income (loss)

 

 

38,611

 

 

nm

 

 

 

(8,821

)

 

 

(180.5

)

 

 

10,960

 

 

 

28,599

 

 

 

(25.9

)

 

 

38,611

 

 

nm

 

 

 

(8,821

)

Interest expense, net

 

 

2,720

 

 

 

(33.0

)

 

 

4,057

 

 

 

(15.2

)

 

 

4,786

 

 

 

1,561

 

 

 

(42.6

)

 

 

2,720

 

 

 

(33.0

)

 

 

4,057

 

(Earnings) loss from unconsolidated affiliates

 

 

(739

)

 

nm

 

 

 

477

 

 

 

(112.0

)

 

 

(3,968

)

 

 

(605

)

 

 

(18.1

)

 

 

(739

)

 

nm

 

 

 

477

 

Recovery of non-income taxes

 

 

(9,717

)

 

nm

 

 

 

 

 

 

 

 

 

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(108.4

)

 

 

(9,717

)

 

nm

 

 

 

 

Gain on sale of investment in unconsolidated

affiliate

 

 

 

 

nm

 

 

 

(2,284

)

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

(2,284

)

Impairment of investment in unconsolidated

affiliate

 

 

 

 

nm

 

 

 

45,194

 

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

45,194

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

131

 

Income (loss) before income taxes

 

 

46,347

 

 

 

(182.4

)

 

 

(56,265

)

 

nm

 

 

 

10,011

 

 

 

26,828

 

 

 

(42.1

)

 

 

46,347

 

 

 

(182.4

)

 

 

(56,265

)

Provision for income taxes

 

 

17,274

 

 

nm

 

 

 

972

 

 

 

(87.1

)

 

 

7,555

 

 

 

11,657

 

 

 

(32.5

)

 

 

17,274

 

 

nm

 

 

 

972

 

Net income (loss)

 

$

29,073

 

 

 

(150.8

)

 

$

(57,237

)

 

nm

 

 

$

2,456

 

 

$

15,171

 

 

 

(47.8

)

 

$

29,073

 

 

 

(150.8

)

 

$

(57,237

)

 

nm – not meaningful


EBITDA and Adjusted EBITDA (Non-GAAP Measures)

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Interest expense, net

 

 

2,720

 

 

 

4,057

 

 

 

4,786

 

 

 

1,561

 

 

 

2,720

 

 

 

4,057

 

Provision for income taxes

 

 

17,274

 

 

 

972

 

 

 

7,555

 

 

 

11,657

 

 

 

17,274

 

 

 

972

 

Depreciation and amortization expense (1)

 

 

25,293

 

 

 

23,406

 

 

 

22,713

 

 

 

25,986

 

 

 

25,293

 

 

 

23,406

 

EBITDA

 

 

74,360

 

 

 

(28,802

)

 

 

37,510

 

 

 

54,375

 

 

 

74,360

 

 

 

(28,802

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in loss (earnings) of PAL

 

 

 

 

 

960

 

 

 

(2,561

)

Equity in loss of PAL

 

 

 

 

 

 

 

 

960

 

EBITDA excluding PAL

 

 

74,360

 

 

 

(27,842

)

 

 

34,949

 

 

 

54,375

 

 

 

74,360

 

 

 

(27,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recovery of non-income taxes (2)

 

 

(9,717

)

 

 

 

 

 

 

Recovery of non-income taxes, net (2)

 

 

815

 

 

 

(9,717

)

 

 

 

Gain on sale of investment in unconsolidated affiliate (3)

 

 

 

 

 

(2,284

)

 

 

 

 

 

 

 

 

 

 

 

(2,284

)

Impairment of investment in unconsolidated affiliate (3)

 

 

 

 

 

45,194

 

 

 

 

 

 

 

 

 

 

 

 

45,194

 

Severance (4)

 

 

 

 

 

1,485

 

 

 

1,351

 

 

 

 

 

 

 

 

 

1,485

 

Adjusted EBITDA

 

$

64,643

 

 

$

16,553

 

 

$

36,300

 

 

$

55,190

 

 

$

64,643

 

 

$

16,553

 

 

The reconciliations of the amounts reported under GAAP for Net Income (Loss) to EBITDA and Adjusted EBITDA are as follows:follows. 

(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)

ForIn fiscal 2021, UNIFI recorded a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of the recovery process during the months following the decision.

(3)

ForIn fiscal 2020, UNIFI recorded an impairment charge of $45,194 relating to the April 29, 2020 sale of its 34% interest in PAL. UNIFI’s 34% share of PAL’s loss subsequent to the date of the impairment charge (March 29, 2020) and through the date of transaction closing (April 29, 2020) was $2,284 and generated a gain on sale.

(4)

ForIn fiscal 2020, UNIFI incurred certain severance costs in connection with (i) overall cost reduction efforts in the U.S. and (ii) a wind-down plan for its operations in Sri Lanka.  For fiscal 2019, UNIFI incurred certain severance costs in connection with overall cost reduction efforts in the U.S.

Adjusted Net Income (Loss) and Adjusted EPS (Non-GAAP Measures)

The tables below set forth reconciliations of (i) Income (Loss) before income taxes (“Pre-tax Income (Loss)”), Provision for income taxes (“Tax Impact”) and Net Income (Loss) to Adjusted Net Income (Loss) and (ii) Diluted EPS to Adjusted EPS.

 

For the Fiscal Year Ended June 27, 2021

 

 

For the Fiscal Year Ended July 3, 2022

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

46,347

 

 

$

(17,274

)

 

$

29,073

 

 

$

1.54

 

 

$

26,828

 

 

$

(11,657

)

 

$

15,171

 

 

$

0.80

 

Recovery of non-income taxes (1)

 

 

(9,717

)

 

 

3,304

 

 

 

(6,413

)

 

 

(0.34

)

Recovery of non-income taxes, net (1)

 

 

815

 

 

 

(257

)

 

 

558

 

 

 

0.03

 

Recovery of income taxes, net (2)

 

 

 

 

 

(1,446

)

 

 

(1,446

)

 

 

(0.07

)

Adjusted results

 

$

36,630

 

 

$

(13,970

)

 

$

22,660

 

 

$

1.20

 

 

$

27,643

 

 

$

(13,360

)

 

$

14,283

 

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

Weighted average common shares outstanding

 

 

 

18,856

 

Weighted average common shares outstanding

 

 

 

18,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 28, 2020

 

 

For the Fiscal Year Ended June 27, 2021

 

 

Pre-tax Loss

 

 

Tax Impact

 

 

Net Loss

 

 

Diluted EPS

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

(56,265

)

 

$

(972

)

 

$

(57,237

)

 

$

(3.10

)

 

$

46,347

 

 

$

(17,274

)

 

$

29,073

 

 

$

1.54

 

Impairment of investment in unconsolidated affiliate (2)

 

 

45,194

 

 

 

 

 

 

45,194

 

 

 

2.45

 

Severance (3)

 

 

1,485

 

 

 

(312

)

 

 

1,173

 

 

 

0.06

 

Recovery of non-income taxes, net (1)

 

 

(9,717

)

 

 

3,304

 

 

 

(6,413

)

 

 

(0.34

)

Adjusted results

 

$

(9,586

)

 

$

(1,284

)

 

$

(10,870

)

 

$

(0.59

)

 

$

36,630

 

 

$

(13,970

)

 

$

22,660

 

 

$

1.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

Weighted average common shares outstanding

 

 

 

18,475

 

Weighted average common shares outstanding

 

 

 

18,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 30, 2019

 

 

For the Fiscal Year Ended June 28, 2020

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

 

Pre-tax Loss

 

 

Tax Impact

 

 

Net Loss

 

 

Diluted EPS

 

GAAP results

 

$

10,011

 

 

$

(7,555

)

 

$

2,456

 

 

$

0.13

 

 

$

(56,265

)

 

$

(972

)

 

$

(57,237

)

 

$

(3.10

)

Severance (3)

 

 

1,351

 

 

 

(284

)

 

 

1,067

 

 

 

0.06

 

Impairment of investment in unconsolidated affiliate (3)

 

 

45,194

 

 

 

 

 

 

45,194

 

 

 

2.45

 

Severance (4)

 

 

1,485

 

 

 

(312

)

 

 

1,173

 

 

 

0.06

 

Adjusted results

 

$

11,362

 

 

$

(7,839

)

 

$

3,523

 

 

$

0.19

 

 

$

(9,586

)

 

$

(1,284

)

 

$

(10,870

)

 

$

(0.59

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

Weighted average common shares outstanding

 

 

 

18,695

 

Weighted average common shares outstanding

 

 

 

18,475

 


(1)

ForIn fiscal 2021, UNIFI recorded a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of the recovery process during the months following the decision.


(2)

ForIn fiscal 2022, UNIFI recorded a recovery of income taxes following a Brazil Supreme Court decision regarding certain income taxes paid in prior fiscal years.

(3)

In fiscal 2020, UNIFI recorded an impairment charge of $45,194 before tax, related to the April 2020 sale of its 34% interest in PAL.

(3)(4)

ForIn fiscal 2020, UNIFI incurred certain severance costs in connection with (i) overall cost reduction efforts in the U.S. and (ii) a wind-down plan for its operations in Sri Lanka.  For fiscal 2019, UNIFI incurred certain severance costs in connection with overall cost reduction efforts in the U.S.

Net Sales

Fiscal 2022 vs. Fiscal 2021

Consolidated net sales for fiscal 2022 increased by $148,166, or 22.2%, and consolidated sales volumes increased 2.7%, compared to fiscal 2021. The increases occurred primarily due to (i) higher selling prices in response to increasing raw material costs and (ii) underlying sales growth led by the Asia Segment and REPREVE products.

Consolidated weighted average sales prices increased 19.5%, primarily attributable to higher selling prices in response to increasing raw material costs.

REPREVE Fiber products for fiscal 2022 comprised 36%, or $293,080, of consolidated net sales, down from 37%, or $245,832, for fiscal 2021. The decrease was primarily due to the pandemic lockdowns in China during the fourth quarter of fiscal 2022, reducing recycled product sales for the Asia Segment.

Fiscal 2021 vs. Fiscal 2020

Consolidated net sales for fiscal 2021 increased by $61,083, or 10.1%, and consolidated sales volumes increased 13.5%, compared to fiscal 2020. The increases occurred primarily due to (i) a fiscal 2021 rebound in product demand following the adverse impact of the COVID-19 pandemic on sales volumes in late fiscal 2020, (ii) incremental sales growth for the Asia Segment led by REPREVE® branded products, and (iii) opportunistically improved market share and pricing levels in Brazil during demand restoration in that region.

Consolidated average sales prices decreased 3.4%, primarily attributable to (i) a decline in higher-priced nylon product sales and (ii) unfavorable foreign currency translation.

REPREVE® Fiber products for fiscal 2021 comprised 37% of consolidated net sales, up from 31% for fiscal 2020.

Fiscal 2020 vs. Fiscal 2019

Consolidated net sales for fiscal 2020 decreased by $102,295, or 14.4%, compared to fiscal 2019. The decrease occurred primarily as the adverse impacts of (i) the global pandemic caused by COVID-19, (ii) one fewer week of sales in fiscal 2020 for our NACA operations, (iii) lower nylon sales volumes, (iv) lower average selling prices, and (v) unfavorable foreign currency translation were partially offset by the sales growth of REPREVE®products, especially for the Asia Segment.

Consolidated sales volumes for fiscal 2020 decreased 2.0%, primarily attributable to (i) the adverse impact of COVID-19, (ii) one fewer week of sales in fiscal 2020 for our NACA operations, and (iii) lower sales in the Nylon Segment, partially offset by continued sales growth of REPREVE®-branded products, primarily Chip and staple fiber in the Asia Segment. Annual sales growth over fiscal 2019 was achieved by the Asia Segment, despite the adverse impacts from the COVID-19 pandemic, as our REPREVE® portfolio continues to resonate with our brand partners that are focused on sustainable solutions.

Consolidated average sales prices decreased 12.4%, primarily attributable to (i) 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.

Gross ProfitAdjusted EBITDA

Fiscal 2021 vs. Fiscal 2020

Gross profit for fiscal 2021 increased by $54,454, or 139.5%, compared to fiscal 2020. Despite$

55,190

$

64,643

$

16,553

The reconciliations of the amounts reported under GAAP for Net Income (Loss) to EBITDA and Adjusted EBITDA are as follows. 

(1)

Within this reconciliation, depreciation and amortization expense excludes the global demand disruption caused byamortization of debt issuance costs, which are reflected in interest expense, net. Within the COVID-19 pandemic during fiscal 2021, eachaccompanying condensed consolidated statements of our segments performed better than anticipated.

For the Polyester Segment, gross profit benefited from the restoration of U.S. demand following the worst months of the COVID-19 pandemic and a better sales mix.

For the Asia Segment, gross profit increased from fiscal 2020 primarily due to (i) higher sales, (ii) supply chain efficiencies driving lower costs for certain products and (iii) sales mix improvements.

For the Brazil Segment, gross profit increased from fiscal 2020 primarily due to higher sales volumes and conversion margin due to temporary market share capture, partially offset by unfavorable foreign currency translation impacts.

For the Nylon Segment, gross profit increased primarily due to better fixed cost absorption on a stable sales mix following demand restoration.

Fiscal 2020 vs. Fiscal 2019

Gross profit for fiscal 2020 decreased by $27,268, or 41.1%, compared to fiscal 2019. The global pandemic adversely impacted gross profit for allcash flows, amortization of UNIFI’s segments during fiscal 2020 due to the lower salesdebt issuance costs is reflected in depreciation and production volumes in the fourth quarter.

For the Polyester Segment, prior to the pandemic, gross profit benefited from an improved conversion margin in connection with a predominantly declining raw material cost environment during fiscal 2020.

For the Asia Segment, gross profit increased as net sales increased but was partially offset by a greater mix of lower-priced product sales.

For the Brazil Segment, gross profit decreased due to (i) market price declines (in connection with declining raw material costs) outpacing inventory turnover and (ii) unfavorable foreign currency translation effects as the BRL weakened against the USD.

For the Nylon Segment, gross profit decreased due to weaker fixed cost absorption in connection with two customers shifting certain programs to overseas garment production during calendar 2019.amortization expense.


SG&A(2)

The changes in SG&A were as follows:

SG&A expenses for fiscal 2019

 

$

52,690

 

Net decrease in professional fees

 

 

(2,523

)

Net decrease in marketing expenses

 

 

(1,470

)

Net decrease in compensation expenses

 

 

(1,258

)

Decrease in travel and entertainment expenses

 

 

(1,118

)

Impact of an additional week in fiscal 2019

 

 

(841

)

Decrease due to foreign currency translation

 

 

(807

)

Other net decreases

 

 

(859

)

SG&A expenses for fiscal 2020

 

$

43,814

 

 

 

 

 

 

SG&A expenses for fiscal 2020

 

$

43,814

 

Increase in incentive compensation expenses

 

 

7,628

 

Net increase in other compensation expenses

 

 

846

 

Net increase in marketing expenses

 

 

793

 

Net increase in professional fees

 

 

230

 

Decrease in travel and entertainment expenses

 

 

(706

)

Decrease due to foreign currency translation

 

 

(369

)

Other net decreases

 

 

(902

)

SG&A expenses for fiscal 2021

 

$

51,334

 

Fiscal 2021 vs. Fiscal 2020

SG&A increased from fiscal 2020, primarily due to higher incentive compensation in fiscal 2021 in connection with consolidated out-performance. The increase was partially offset by lower discretionary expenses in fiscal 2021 due to COVID-19 pandemic related restrictions and cost control.

Fiscal 2020 vs. Fiscal 2019

SG&A decreased from fiscal 2019 to fiscal 2020 primarily as a result of (i) lower professional fees and marketing expenses primarily due to cost reduction efforts undertaken during the fourth quarter of fiscal 2019 and (ii) lower compensation expenses in connection with (a) fewer executive officers throughout fiscal 2020 compared to fiscal 2019 and (b) a reduction in annual incentive compensation earned due to the adverse profitability impacts of the COVID-19 pandemic.

(Benefit) Provision for Bad Debts

Fiscal 2021 vs. Fiscal 2020

Bad debt decreased from a provision of $1,739 in fiscal 2020 to a benefit of $1,316 in fiscal 2021.  The decrease primarily reflects general improvement in customer payment frequency following the adverse effects of the COVID-19 pandemic on customer health.

Fiscal 2020 vs. Fiscal 2019

Provision for bad debt increased from $308 in fiscal 2019 to $1,739 in fiscal 2020.  The increase primarily reflects weaker economic conditions and customer payment delays during the COVID-19 pandemic.

Other Operating Expense, Net

Fiscal 2021 vs. Fiscal 2020

Other operating expense, net was $2,308 in fiscal 2020 and $4,865 in fiscal 2021, which primarily reflects severance expenses and foreign currency transaction losses in both fiscal years, plus, in fiscal 2021, a predominantly non-cash loss on disposal of assets of $2,809 was recorded, primarily relating to the removal of existing texturing machinery to allow for the future installation of new eAFK Evo texturing machinery.

Fiscal 2020 vs. Fiscal 2019

Other operating expense, net was $2,350 in fiscal 2019 and $2,308 in fiscal 2020, which primarily reflects severance expenses recorded in both fiscal years, along with foreign currency transaction gains in fiscal 2019 and foreign currency transaction losses in fiscal 2020.


Interest Expense, Net

Fiscal 2021 vs. Fiscal 2020

Interest expense, net decreased from fiscal 2020 to fiscal 2021 primarily as a result of a lower average debt principal during fiscal 2021.

Fiscal 2020 vs. Fiscal 2019

Interest expense, net decreased from fiscal 2019 to fiscal 2020 primarily as a result of (i) lower market interest rates on our variable-rate debt, (ii) a more favorable pricing structure on the ABL Facility in connection with a December 2018 amendment, and (iii) an overall reduction in debt principal during fiscal 2020.

(Earnings) Loss from Unconsolidated Affiliates

The components of (earnings) loss from unconsolidated affiliates are as follows:

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Loss (earnings) from PAL

 

$

 

 

$

960

 

 

$

(2,561

)

Earnings from nylon joint ventures

 

 

(739

)

 

 

(483

)

 

 

(1,407

)

Total equity in (earnings) loss of unconsolidated affiliates

 

$

(739

)

 

$

477

 

 

$

(3,968

)

 

 

 

 

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income (loss) before income taxes

 

 

1.6

%

 

 

0.8

%

 

 

39.6

%

Fiscal 2021 vs. Fiscal 2020

On April 29, 2020, UNIFI sold its 34% non-controlling interest in PAL and, accordingly, no earnings from PAL were recorded in fiscal 2021. The earnings from the nylon joint ventures increased from fiscal 2020 to fiscal 2021, primarily due to higher sales and capacity utilization.

Fiscal 2020 vs. Fiscal 2019

UNIFI’s 34% share of PAL’s earnings decreased from earnings of $2,561 in fiscal 2019 to a loss of $960 in fiscal 2020. The decrease in earnings from PAL was primarily attributable to lower operating leverage and comparably higher costs, in addition to the adverse impacts of the COVID-19 pandemic on PAL’s results in UNIFI’s final month of ownership, April 2020.  The earnings from the nylon joint ventures experienced a decrease from fiscal 2019 to fiscal 2020, primarily due to lower sales volumes.

Recovery of Non-Income Taxes

Brazilian companies are subject to various taxes on business operations, including turnover taxes used to fund social security and unemployment programs, commonly referred to as PIS/COFINS taxes.  UNIFI, along with numerous other companies in Brazil, challenged the constitutionality of certain state taxes historically included in the PIS/COFINS tax base, resulting in over-taxation.

On May 13, 2021, Brazil’s supreme court ruled in favor of taxpayers and on July 7, 2021, the Brazilian Internal Revenue Service withdrew its appeal. Following the supreme court decision, the federal government will not issue refunds for these taxes and instead will allow for the overpayments and associated interest to be applied as credits against future PIS/COFINS tax obligations.

There are no limitations or restrictions on UNIFI’s ability to recover the associated overpayment claims as future income is generated. Thus, duringIn fiscal 2021, UNIFI recorded a $9,717 recovery of non-income taxes comprised of an estimate of$9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal year PIS/COFINS overpaymentsyears. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of $6,167 and associated interest of $3,550. We expect to recover the taxes and interest overrecovery process during the 40-month periodmonths following June 2021 and have recorded current and non-current assets accordingly.

Impairment of Investment in Unconsolidated Affiliate and Gain on Divestiture

As of March 29, 2020, UNIFI owned a 34% interest in the PAL Investment and Parkdale owned the majority 66% interest. decision.

(3)

In Aprilfiscal 2020, UNIFI and Parkdale finalized negotiations to sell the PAL Investment to Parkdale for $60,000 and UNIFI recorded an impairment charge of $45,194 relating to adjust the PAL Investment to fair value. The transaction closed on April 29, 2020 and UNIFI received $60,000sale of its 34% interest in cash.

PAL. UNIFI’s 34% share of PAL’s loss subsequent to the date of the impairment charge (March 29, 2020) and through the date of transaction closing (April 29, 2020) was $2,284 and generated a gain on divestiture.sale.

(4)

In fiscal 2020, UNIFI incurred certain severance costs in connection with (i) overall cost reduction efforts in the U.S. and (ii) a wind-down plan for its operations in Sri Lanka.

Adjusted Net Income (Loss) and Adjusted EPS (Non-GAAP Measures)

The tables below set forth reconciliations of (i) Income (Loss) before income taxes (“Pre-tax Income (Loss)”), Provision for income taxes (“Tax Impact”) and Net Income (Loss) to Adjusted Net Income (Loss) and (ii) Diluted EPS to Adjusted EPS.

 

 

For the Fiscal Year Ended July 3, 2022

 

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

26,828

 

 

$

(11,657

)

 

$

15,171

 

 

$

0.80

 

Recovery of non-income taxes, net (1)

 

 

815

 

 

 

(257

)

 

 

558

 

 

 

0.03

 

Recovery of income taxes, net (2)

 

 

 

 

 

(1,446

)

 

 

(1,446

)

 

 

(0.07

)

Adjusted results

 

$

27,643

 

 

$

(13,360

)

 

$

14,283

 

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 27, 2021

 

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

46,347

 

 

$

(17,274

)

 

$

29,073

 

 

$

1.54

 

Recovery of non-income taxes, net (1)

 

 

(9,717

)

 

 

3,304

 

 

 

(6,413

)

 

 

(0.34

)

Adjusted results

 

$

36,630

 

 

$

(13,970

)

 

$

22,660

 

 

$

1.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 28, 2020

 

 

 

Pre-tax Loss

 

 

Tax Impact

 

 

Net Loss

 

 

Diluted EPS

 

GAAP results

 

$

(56,265

)

 

$

(972

)

 

$

(57,237

)

 

$

(3.10

)

Impairment of investment in unconsolidated affiliate (3)

 

 

45,194

 

 

 

 

 

 

45,194

 

 

 

2.45

 

Severance (4)

 

 

1,485

 

 

 

(312

)

 

 

1,173

 

 

 

0.06

 

Adjusted results

 

$

(9,586

)

 

$

(1,284

)

 

$

(10,870

)

 

$

(0.59

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,475

 


Provision for Income Taxes

The change in consolidated income taxes is as follows:

 

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Income (loss) before income taxes

 

$

46,347

 

 

$

(56,265

)

 

$

10,011

 

Provision for income taxes

 

 

17,274

 

 

 

972

 

 

 

7,555

 

Effective tax rate

 

 

37.3

%

 

 

(1.7

)%

 

 

75.5

%

The effective tax rate is subject to variation due to several factors, including variability in 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 are greater when income before income taxes is lower.(1)

Fiscal 2021 vs. Fiscal 2020

The increase in the effective tax rate from fiscal 2020 toIn fiscal 2021, is primarily attributable to (i) an impairment charge in fiscal 2020 for which UNIFI does not expect to realize a future benefit, (ii) an increase in foreign earnings taxed at higher rates in fiscal 2021, (iii) a higher rate impact of U.S. tax on GILTI in fiscal 2021, and (iv) the reversal of UNIFI’s permanent reinvestment assertion in fiscal 2021 with regards to certain unrepatriated foreign earnings. This increase is partially offset by a benefit in fiscal 2021 for the retroactive GILTI high-tax exclusion for prior periods.

Fiscal 2020 vs. Fiscal 2019

The decrease in the fiscal 2020 effective tax rate was primarily attributable to (i) lower U.S. tax on GILTI in fiscal 2020, (ii) lower foreign withholding taxes in fiscal 2020, and (iii) lower impact of foreign earnings taxed at higher rates. These benefits were partially offset by an increase in the valuation allowance on a capital loss generated upon the PAL Investment sale.

Net Income (Loss)

Fiscal 2021 vs. Fiscal 2020

Net income for fiscal 2021 was $29,073, or $1.54 per diluted share, compared to a net loss of $(57,237), or $(3.10) per diluted share, for fiscal 2020. The increase was primarily attributable to the impairment charge for the PAL Investment sale recorded in fiscal 2020.  Excluding the impairment charge, the increase was attributable to higher gross profit and a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of the recovery process during the months following the decision.

(2)

In fiscal 2022, UNIFI recorded a recovery of income taxes following a Brazil Supreme Court decision regarding certain income taxes paid in prior fiscal 2021, partially offset byyears.

(3)

In fiscal 2020, UNIFI recorded an impairment charge of $45,194 before tax, related to the April 2020 sale of its 34% interest in PAL.

(4)

In fiscal 2021 impacts of2020, UNIFI incurred certain severance costs in connection with (i) higher SG&A,overall cost reduction efforts in the U.S. and (ii) a higher effective tax rate, and (iii) the loss on the disposal of assets.

Fiscal 2020 vs. Fiscal 2019

Net losswind-down plan for fiscal 2020 was $(57,237), or $(3.10) per share, compared to $2,456, or $0.13 per share, for fiscal 2019.  The decrease was primarily attributable to the impairment charge for the PAL Investment sale.  Excluding the impairment charge, the decrease was attributable to (i) lower gross profit primarily stemming from the impact of the COVID-19 pandemic and (ii) lower earnings from unconsolidated affiliates, partially offset by lower SG&A expenses and a lower effective tax rate.its operations in Sri Lanka.  

Net Sales

Fiscal 2022 vs. Fiscal 2021

Consolidated net sales for fiscal 2022 increased by $148,166, or 22.2%, and consolidated sales volumes increased 2.7%, compared to fiscal 2021. The increases occurred primarily due to (i) higher selling prices in response to increasing raw material costs and (ii) underlying sales growth led by the Asia Segment and REPREVE products.

Consolidated weighted average sales prices increased 19.5%, primarily attributable to higher selling prices in response to increasing raw material costs.

REPREVE Fiber products for fiscal 2022 comprised 36%, or $293,080, of consolidated net sales, down from 37%, or $245,832, for fiscal 2021. The decrease was primarily due to the pandemic lockdowns in China during the fourth quarter of fiscal 2022, reducing recycled product sales for the Asia Segment.

Fiscal 2021 vs. Fiscal 2020

Consolidated net sales for fiscal 2021 increased by $61,083, or 10.1%, and consolidated sales volumes increased 13.5%, compared to fiscal 2020. The increases occurred primarily due to (i) a fiscal 2021 rebound in product demand following the adverse impact of the COVID-19 pandemic on sales volumes in late fiscal 2020, (ii) incremental sales growth for the Asia Segment led by REPREVE branded products, and (iii) opportunistically improved market share and pricing levels in Brazil during demand restoration in that region.

Consolidated average sales prices decreased 3.4%, primarily attributable to (i) a decline in higher-priced nylon product sales and (ii) unfavorable foreign currency translation.

Adjusted EBITDAAsia Segment

Adjusted EBITDA increased from $16,553

Foreign

Suzhou, China

Sales office

16,000

Leased

Suzhou, China

Warehouse

75,000

Leased

Suzhou, China

Warehouse

59,000

Leased

Management believes all of UNIFI’s operating properties are well maintained and in good condition.  In fiscal 2022, UNIFI’s manufacturing facilities in the Americas Segment operated below capacity for most of the year, in part due to the availability and productivity of labor.  Management does not perceive any capacity constraints in the foreseeable future.

Item 3.

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 4.

Mine Safety Disclosures

Not applicable.


INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years.  Each executive officer of UNIFI is elected by the Board and holds office from the date of election until thereafter removed by the Board.

Edmund M. Ingle – Age: 57 – Mr. Ingle has served as Chief Executive Officer of UNIFI and a member of UNIFI’s Board since June 2020.  From May 2019 to June 2020, he served as Chief Executive Officer of the Recycling group of Indorama Ventures, a world-class chemicals company and a global integrated leader in PET and fibers serving major customers in diversified end-use markets.  From May 2018 to May 2019, he was Chairperson and Chief Executive Officer of Indorama’s Wellman International division.  Prior to that, Mr. Ingle was with UNIFI for approximately 30 years, during which time he held various key leadership positions, including Vice President of Global Corporate Sustainability, Vice President of Supply Chain, General Manager of the Company’s Flake and Chip business, Vice President and General Manager of REPREVE® Polymers, General Manager of the Company’s Nylon business, and Director of Global Procurement.  

Albert P. Carey – Age: 70 – Mr. Carey has served as Executive Chairman of the Board of UNIFI since April 2019.  Mr. Carey previously served as Non-Executive Chairman of the Board of the Company from January 2019 to March 2019.  In March 2019, Mr. Carey retired from PepsiCo, Inc., a consumer products company, after a 38-year career with the company in which he held a number of senior leadership roles, including Chief Executive Officer of PepsiCo North America from March 2016 to January 2019, Chief Executive Officer of PepsiCo North America Beverages from July 2015 to March 2016, Chief Executive Officer of PepsiCo Americas Beverages from September 2011 to July 2015, and President and Chief Executive Officer of Frito-Lay North America from June 2006 to September 2011.

Craig A. Creaturo – Age: 52 – Mr. Creaturo has served as Executive Vice President & Chief Financial Officer of UNIFI since September 2019.  Mr. Creaturo served as Chief Financial Officer & Vice President-Administration of Chromalox, Inc., an advanced thermal technologies manufacturing company, from February 2015 to March 2019.  Prior to that, he served as Chief Financial Officer of II-VI Incorporated (“II-VI”), a publicly traded global leader in engineered materials and optoelectronic components, from 2004 to 2014, Treasurer of II-VI from 2000 to 2014, and Corporate Controller of II-VI from 1998 to 2000.  From 1992 to 1998, he held a variety of audit roles at Arthur Andersen LLP.  Mr. Creaturo is a Certified Public Accountant in the Commonwealth of Pennsylvania.

Hongjun Ning – Age: 55 – Mr. Ning has served as an Executive Vice President of UNIFI since July 2020, President of Unifi Textiles (Suzhou) Co. Ltd. (“UTSC”) (UNIFI’s subsidiary in China) since March 2020 and President of Unifi Asia Pacific since June 2017.  Previously, he served as Vice President of UTSC from September 2013 to June 2017, Director of Sales & Marketing of UTSC from August 2008 to September 2013, and General Manager, Sales & Marketing of a former UNIFI joint venture in China from January 2006 to August 2008.

Gregory K. Sigmon – Age: 32 – Mr. Sigmon, has served as an Executive Officer of UNIFI since July 2022 and as General Counsel and Corporate Secretary of the Company since June 2020. Previously, Mr. Sigmon served as a Vice President of UNIFI from July 2020 to July 2022 and as Assistant General Counsel of the Company from September 2019 to June 2020. Before joining UNIFI, Mr. Sigmon served as an officer in the legal department of BB&T Corporation in Winston-Salem, North Carolina (“BB&T”), where he was a Vice President from April 2018 to August 2019, an Assistant Vice President from September 2015 to March 2018, and a graduate of BB&T’s Leadership Development Program. Mr. Sigmon is a member of the North Carolina State Bar.


PART II

Item 5.

Market for fiscal 2020 to $64,643Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

UNIFI’s common stock is listed for trading on the New York Stock Exchange (the “NYSE”) under the symbol “UFI.”  

As of August 26, 2022, there were 125 record holders of UNIFI’s common stock.  A significant number of the outstanding shares of common stock that are beneficially owned by individuals and entities are registered in the name of Cede & Co.  Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms.  UNIFI estimates that there are approximately 5,900 beneficial owners of its common stock.

No dividends were paid in the past two fiscal years, and UNIFI does not intend to pay cash dividends in the foreseeable future.  UNIFI’s current debt obligations contain certain restricted payment and restricted investment provisions, including a restriction on the payment of dividends and share repurchases under certain circumstances.  Information regarding UNIFI’s debt obligations is provided in Note 12, “Long-Term Debt,” to the accompanying consolidated financial statements.

Purchases of Equity Securities

On October 31, 2018, UNIFI announced that the Board approved the 2018 SRP under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases may be made from time to time in the open market at prevailing market prices, through private transactions, or via 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 July 3, 2022, UNIFI has repurchased 701 shares at an average price of $15.90, leaving $38,859 available for repurchase under the 2018 SRP. UNIFI will continue to evaluate opportunities to use excess cash flows from operations or existing borrowings to repurchase additional stock, while maintaining sufficient liquidity to support its operational needs and to fund future strategic growth opportunities.


PERFORMANCE GRAPH - SHAREHOLDER RETURN ON COMMON STOCK

The below graphic comparison assumes the investment of $100 in each of UNIFI common stock, the S&P SmallCap 600 Index (a benchmark index containing inclusion characteristics closely associated with UNIFI) and the NYSE Composite Index (a broad equity market index), all at June 23, 2017.  The resulting cumulative total return assumes that dividends, if any, were reinvested. Past performance is not indicative of future performance.

 

 

June 23, 2017

 

 

June 22, 2018

 

 

June 28, 2019

 

 

June 26, 2020

 

 

June 25, 2021

 

 

July 1, 2022

 

Unifi, Inc.

 

$

100.00

 

 

$

108.99

 

 

$

62.83

 

 

$

40.35

 

 

$

85.58

 

 

$

48.48

 

S&P SmallCap 600

 

 

100.00

 

 

 

122.18

 

 

 

111.94

 

 

 

92.57

 

 

 

162.40

 

 

 

133.82

 

NYSE Composite

 

 

100.00

 

 

 

110.37

 

 

 

117.00

 

 

 

106.70

 

 

 

156.55

 

 

 

140.74

 

Item 6.

Reserved



Item 7.

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 consolidated financial statements. Management’s discussion and analysis should be read in conjunction with the remainder of this Annual Report, with the understanding that forward-looking statements may be present. A reference to a “note” refers to the accompanying notes to consolidated financial statements.

Strategic Priorities

We believe UNIFI’s underlying performance during recent fiscal years reflects the strength of our global initiative to deliver differentiated solutions to customers and brand partners throughout the world. Our supply chain has been developed and enhanced in multiple regions around the globe, allowing us to deliver a diverse range of fibers and polymers to key customers in the markets we serve, especially apparel. These textile products are supported by quality assurance, product development, product and fabric certifications, hangtags, co-marketing, and technical and customer service teams across UNIFI’s operating subsidiaries. We have developed this successful operating platform by improving operational and business processes and deriving value from sustainability-based initiatives, including polyester and nylon recycling.

We believe that further commercial expansion will require a continued stream of new technology and innovation that generates products with meaningful consumer benefits. Along with our recycled platform, UNIFI has significant yarn technologies that provide optimal performance characteristics for today’s marketplace, including moisture management, temperature moderation, stretch, ultra-violet protection and fire retardation, among others. To achieve further growth, UNIFI remains focused on innovation, bringing to market the next wave of fibers and polymers for tomorrow’s applications. As we invest and grow, sustainability remains at our core. We believe that increasing the awareness for recycled solutions in applications across fibers and polymers and furthering sustainability-based initiatives with like-minded brand partners will be key to our future success. We also believe that our manufacturing processes and our technical knowledge and capabilities will allow us to grow market share and develop new textile programs with new and existing customers. Ultimately, combining leading edge innovation with our prominent, high-quality brand and agile regional business model will allow for underlying sales and profitability growth.

Significant Developments and Trends

During the last five fiscal years, several key drivers affected our financial results. During fiscal 2018 and 2019, our operations in the U.S. were unfavorably impacted by (i) rising raw material costs and (ii) a surge of imported polyester textured yarn that depressed our pricing, market share, and fixed cost absorption. During fiscal 2020, our financial results began to improve following more stable import and raw material cost environments. However, the COVID-19 pandemic had a significant unfavorable impact to product demand and our annual profitability suffered accordingly. Near the end of fiscal 2020, we divested a minority interest investment and significantly improved our liquidity position, supporting business preservation and the ability to better capture long-term growth opportunities. Throughout fiscal 2021, our businesses experienced sequential improvement alongside global demand and economic recovery, and we capitalized on profitable opportunities that fueled strong consolidated results. Throughout fiscal 2022, we experienced adverse pressure from rising input costs and a weakening of labor productivity primarily in our domestic operations. Looking ahead, our operations remain well positioned to capture long-term growth opportunities and we are working to mitigate any potential recession impacts.

Once global economic pressures subside, we believe incremental revenue for the Americas Segment will be generated from both the polyester textured yarn trade petitions, along with continued demand for innovative and sustainable products. The Asia Segment continues to capture demand for recycled products and serves as a significant component of future growth. The Brazil Segment performed extraordinarily well in fiscal 2021 and 2022, and while pricing and margins normalized from near historical levels, the momentum captured in fiscal 2021 and 2022 could provide a new, elevated level of long-term performance for the segment.

The following positive developments and trends occurred or were occurring in fiscal 2022.

Demand levels for fiscal 2021. The increase was primarily attributable to higher gross profit due to the majority of our business lines experienced significant recovery fromsince the economic impactsonset of the COVID-19 pandemic, partially offsetpandemic.

Our REPREVE family of products continued to gain momentum with brands, retailers, and mill partners who value sustainability and UNIFI’s ability to produce leading edge products with in-demand technologies.

Although raw material costs rose throughout fiscal 2022, we have been able to implement cost-responsive selling price adjustments intended to protect our gross profit.

Our Brazil Segment was able to opportunistically capture market share from competitors and secure favorable pricing levels during the economic recovery in Brazil.

Our Asia Segment returned to sales growth, driven by the fiscal 2021 impacts of higher SG&Ademand for REPREVE, generating continued portfolio expansion.

Raw Material and Foreign Currency

Raw material costs represent a significant portion of UNIFI’s manufactured product costs. The prices for the principal raw materials used by UNIFI continually fluctuate, and it is difficult or impossible to predict trends or upcoming developments.

During much of fiscal 2020, the raw material cost environment shifted to be more favorable and reached significantly lower levels during the early weeks of the COVID-19 pandemic.


The first half of fiscal 2021 included stable, low levels of raw material costs, while economic recovery, weather events, and supply chain challenges generated raw material cost increases during the second half of fiscal 2021 and the first half of fiscal 2022. For the majority of our portfolio, we were able to implement selling price adjustments throughout fiscal 2021 and 2022. However, recycled inputs in the U.S. experienced continued cost increases during fiscal 2022. Despite the selling price increases, we still experienced meaningful gross profit pressure during fiscal 2022, primarily from the U.S. labor shortage and speed at which input costs increased.

The continuing volatility in global crude oil prices is likely to impact UNIFI’s polyester and nylon raw material costs.  While it is not possible to predict the timing or amount of the impact or whether the recent fluctuations in crude oil prices will stabilize, increase or decrease, UNIFI monitors these dynamic factors closely. In addition, UNIFI attempts to pass on to its customers increases in raw material costs but due to market pressures, this is not always possible.  When price increases can be implemented, there is typically a time lag that adversely affects UNIFI and its margins during one or more quarters. 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 certain raw materials in the prior quarter.  Pricing adjustments for other customers must be negotiated independently.  In ordinary market conditions in which raw material cost increases have stabilized and sales volumes are consistent with traditional levels, UNIFI has historically been successful in implementing price adjustments within one or two fiscal quarters of the raw material price increase for all of its customers.

UNIFI is also impacted by significant fluctuations in the value of the Brazilian Real (“BRL”) and the Chinese Renminbi (“RMB”), the local currencies for our operations in Brazil and China, respectively. Appreciation of the BRL and the RMB improves our net sales and gross profit metrics when the results of our subsidiaries are translated into USDs at comparatively favorable rates. However, such strengthening may cause adverse impacts to the value of USDs held in these foreign jurisdictions. UNIFI expects continued volatility in the value of the BRL and the RMB to impact our key performance metrics and actual financial results, although the magnitude of the impact is dependent upon the significance of the volatility, and it is not possible to predict the timing or amount of the impact.

The BRL to USD weighted average exchange rate was 5.21, 5.38, and 4.29 for fiscal 2022, 2021 and 2020, respectively. The RMB to USD weighted average exchange rate was 6.45, 6.60, and 7.03 for fiscal 2022, 2021 and 2020, respectively.

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 the loss on the disposal ofrevenue for UNIFI and for each reportable segment;

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

net income (loss) and earnings per share;

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

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 of $2,809.less current liabilities;

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

Adjusted EBITDA, decreasedwhich represents EBITDA adjusted to exclude equity in loss of PAL and, from $36,300 for fiscal 2019time to $16,553 for fiscal 2020. The decrease was primarily attributabletime, certain other adjustments necessary to understand and compare the economic impactsunderlying results of the COVID-19 pandemic, partially offset by lower SG&A.UNIFI;

Adjusted Net Income (Loss), which represents net income (loss) calculated under GAAP, adjusted to exclude certain amounts which management believes do not reflect the ongoing operations and performance of UNIFI and/or for which exclusion may be necessary to understand and compare the underlying results of UNIFI;

Adjusted EPS, which represents Adjusted Net Income (Loss) increased from $(10,870) for fiscal 2020 to $22,660 for fiscal 2021, following the improvement in divided by UNIFI’s weighted average common shares outstanding;

Adjusted EBITDA.Working Capital, which equals receivables plus inventories and other current assets, less accounts payable and other current liabilities; and

Adjusted

Net (Loss) Income decreased from $3,523 for fiscal 2019 to $(10,870) for fiscal 2020, following the decrease in Adjusted EBITDA.


Segment OverviewDebt, which represents debt principal less cash and cash equivalents.

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for fiscal 2021, 2020 and 2019.

Polyester Segment

EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, 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 items (a) directly related to our asset base (primarily depreciation and amortization) and/or (b) 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. Equity in loss of PAL is excluded from Adjusted EBITDA because such results do not reflect our operating performance.

Management uses Adjusted Net Income (Loss) and Adjusted EPS (i) as measurements of net operating performance because they assist us in comparing such performance on a consistent basis, as they remove the impact of (a) items that we would not expect to occur as a part of our normal business on a regular basis and (b) components of the provision for income taxes that we would not expect to occur as a part of our underlying taxable operations; (ii) for planning purposes, including the preparation of our annual operating budget; and (iii) as measures in determining the value of other acquisitions and dispositions.

Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventories and receivables.

Management uses Net Debt as a liquidity and leverage metric to determine how much debt would remain if all cash and cash equivalents were used to pay down debt principal.

See “Non-GAAP Reconciliations” below for reconciliations of non-GAAP metrics to the most directly comparable GAAP metric.

Review of Results of Operations for Fiscal 2022, 2021 and 2020

Fiscal 2022 contained 53 weeks and fiscal 2021 and 2020 were each comprised of 52 weeks. The additional week in fiscal 2022 included approximately $8,700 of net sales, an insignificant impact to gross profit, and approximately $400 of selling, general and administrative expenses.

Consolidated Overview

The below tables provide:

the components of Segment Profit, each component as a percentage of net salesincome (loss) and the percentage increase or decrease over the prior periodfiscal year amounts, for the Polyester Segment are as follows:

 

a reconciliation from net income (loss) to EBITDA and Adjusted EBITDA, and

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

 

% Change

 

 

Fiscal 2019

 

Net sales

 

$

316,235

 

 

 

2.3

 

 

$

309,184

 

 

 

(16.6

)

 

$

370,770

 

Cost of sales

 

 

282,791

 

 

 

(4.8

)

 

 

297,096

 

 

 

(14.4

)

 

 

346,951

 

Gross profit

 

 

33,444

 

 

 

176.7

 

 

 

12,088

 

 

 

(49.3

)

 

 

23,819

 

Depreciation expense

 

 

18,637

 

 

 

10.3

 

 

 

16,904

 

 

 

5.2

 

 

 

16,068

 

Segment Profit

 

$

52,081

 

 

 

79.6

 

 

$

28,992

 

 

 

(27.3

)

 

$

39,887

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

10.6

%

 

 

 

 

 

 

3.9

%

 

 

 

 

 

 

6.4

%

Segment margin

 

 

16.5

%

 

 

 

 

 

 

9.4

%

 

 

 

 

 

 

10.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

47.4

%

 

 

 

 

 

 

51.0

%

 

 

 

 

 

 

52.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

45.0

%

 

 

 

 

 

 

48.6

%

 

 

 

 

 

 

46.3

%

 

The changes in

a reconciliation from net sales for the Polyester Segment are as follows:

Net sales for fiscal 2019

 

$

370,770

 

Decrease in underlying sales volumes

 

 

(31,533

)

Net change in average selling price and sales mix

 

 

(23,431

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(6,622

)

Net sales for fiscal 2020

 

$

309,184

 

 

 

 

 

 

Net sales for fiscal 2020

 

$

309,184

 

Net change in average selling price and sales mix

 

 

5,733

 

Increase in sales volumes

 

 

1,318

 

Net sales for fiscal 2021

 

$

316,235

 

The increase in net sales for the Polyester Segment from fiscal 2020income (loss) to fiscal 2021 was primarily attributable to a better sales mix in fiscal 2021. Because both fiscal years included significant demand pressures from the COVID-19 pandemic during calendar 2020, there was no meaningful change in sales volumes.Adjusted Net Income (Loss) and Adjusted EPS.

The decrease in net sales for the Polyester Segment from fiscal 2019 to fiscal 2020 was primarily attributable to (i) the adverse impact of COVID-19 on market demand, (ii) lower average selling prices associated with lower polyester raw material costs, and (iii) one fewer week of sales in fiscal 2020.

The changes in Segment Profit for the Polyester Segment are as follows:

Segment Profit for fiscal 2019

 

$

39,887

 

Net decrease in underlying margins

 

 

(7,202

)

Decrease in underlying sales volumes

 

 

(3,525

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(168

)

Segment Profit for fiscal 2020

 

$

28,992

 

 

 

 

 

 

Segment Profit for fiscal 2020

 

$

28,992

 

Change in underlying margins and sales mix

 

 

22,964

 

Increase in sales volumes

 

 

124

 

Segment Profit for fiscal 2021

 

$

52,080

 

The increase in Segment Profit for the Polyester Segment from fiscal 2020 to fiscal 2021 was primarily attributable to (i) the impact of the COVID-19 pandemic on cost absorption and facility utilization following significantly lower sales volumes during the fourth quarter of 2020, (ii) a better sales and production mix in fiscal 2021 and (iii) improved unit conversion margin.


The decrease in Segment Profit for the Polyester Segment from fiscal 2019 to fiscal 2020 was attributable to the impact of the COVID-19 pandemic on cost absorption and facility utilization following significantly lower sales volumes. However, prior to the pandemic, the Polyester Segment benefited from an improved conversion margin in connection with the comparative impact of (i) a declining raw material cost environment during fiscal 2020 and (ii) an unfavorable raw material cost environment in fiscal 2019.

Following the tables is a discussion and analysis of the significant components of net income (loss).  

Net income (loss)

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

815,758

 

 

 

22.2

 

 

$

667,592

 

 

 

10.1

 

 

$

606,509

 

Cost of sales

 

 

735,273

 

 

 

28.1

 

 

 

574,098

 

 

 

1.2

 

 

 

567,469

 

Gross profit

 

 

80,485

 

 

 

(13.9

)

 

 

93,494

 

 

 

139.5

 

 

 

39,040

 

SG&A expenses

 

 

52,489

 

 

 

2.2

 

 

 

51,334

 

 

 

17.2

 

 

 

43,814

 

(Benefit) provision for bad debts

 

 

(445

)

 

 

(66.2

)

 

 

(1,316

)

 

 

(175.7

)

 

 

1,739

 

Other operating (income) expense, net

 

 

(158

)

 

 

(103.2

)

 

 

4,865

 

 

 

110.8

 

 

 

2,308

 

Operating income (loss)

 

 

28,599

 

 

 

(25.9

)

 

 

38,611

 

 

nm

 

 

 

(8,821

)

Interest expense, net

 

 

1,561

 

 

 

(42.6

)

 

 

2,720

 

 

 

(33.0

)

 

 

4,057

 

(Earnings) loss from unconsolidated affiliates

 

 

(605

)

 

 

(18.1

)

 

 

(739

)

 

nm

 

 

 

477

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(108.4

)

 

 

(9,717

)

 

nm

 

 

 

 

Gain on sale of investment in unconsolidated

  affiliate

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

(2,284

)

Impairment of investment in unconsolidated

  affiliate

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

45,194

 

Income (loss) before income taxes

 

 

26,828

 

 

 

(42.1

)

 

 

46,347

 

 

 

(182.4

)

 

 

(56,265

)

Provision for income taxes

 

 

11,657

 

 

 

(32.5

)

 

 

17,274

 

 

nm

 

 

 

972

 

Net income (loss)

 

$

15,171

 

 

 

(47.8

)

 

$

29,073

 

 

 

(150.8

)

 

$

(57,237

)

nm – not meaningful


EBITDA and Adjusted EBITDA (Non-GAAP Measures)

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Net income (loss)

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Interest expense, net

 

 

1,561

 

 

 

2,720

 

 

 

4,057

 

Provision for income taxes

 

 

11,657

 

 

 

17,274

 

 

 

972

 

Depreciation and amortization expense (1)

 

 

25,986

 

 

 

25,293

 

 

 

23,406

 

EBITDA

 

 

54,375

 

 

 

74,360

 

 

 

(28,802

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in loss of PAL

 

 

 

 

 

 

 

 

960

 

EBITDA excluding PAL

 

 

54,375

 

 

 

74,360

 

 

 

(27,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Recovery of non-income taxes, net (2)

 

 

815

 

 

 

(9,717

)

 

 

 

Gain on sale of investment in unconsolidated affiliate (3)

 

 

 

 

 

 

 

 

(2,284

)

Impairment of investment in unconsolidated affiliate (3)

 

 

 

 

 

 

 

 

45,194

 

Severance (4)

 

 

 

 

 

 

 

 

1,485

 

AsiaBrazil 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 Asia Segment are as follows:

 

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

 

% Change

 

 

Fiscal 2019

 

Net sales

 

$

184,837

 

 

 

20.8

 

 

$

153,032

 

 

 

15.2

 

 

$

132,866

 

Cost of sales

 

 

159,444

 

 

 

16.9

 

 

 

136,349

 

 

 

16.4

 

 

 

117,166

 

Gross profit

 

 

25,393

 

 

 

52.2

 

 

 

16,683

 

 

 

6.3

 

 

 

15,700

 

Depreciation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

$

25,393

 

 

 

52.2

 

 

$

16,683

 

 

 

6.3

 

 

$

15,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

13.7

%

 

 

 

 

 

 

10.9

%

 

 

 

 

 

 

11.8

%

Segment margin

 

 

13.7

%

 

 

 

 

 

 

10.9

%

 

 

 

 

 

 

11.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

27.7

%

 

 

 

 

 

 

25.2

%

 

 

 

 

 

 

18.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

21.9

%

 

 

 

 

 

 

27.9

%

 

 

 

 

 

 

18.2

%

 

The changes in net sales for the Asia Segment are as follows:

 

Net sales for fiscal 2019

 

$

132,866

 

Net increase in sales volumes

 

 

24,648

 

Unfavorable foreign currency translation effects

 

 

(4,015

)

Change in average selling price and sales mix

 

 

(467

)

Net sales for fiscal 2020

 

$

153,032

 

 

 

 

 

 

Net sales for fiscal 2020

 

$

153,032

 

Change in average selling price and sales mix

 

 

(16,074

)

Net increase in sales volumes

 

 

39,320

 

Favorable foreign currency translation effects

 

 

8,559

 

Net sales for fiscal 2021

 

$

184,837

 

The increase in net sales for the Asia Segment from fiscal 2020 to fiscal 2021 was primarily attributable to the continued momentum of REPREVE®-branded products contributing to underlying sales growth, partially offset by (i) overall lower sales volumes during the first half of fiscal 2021, driven by the adverse impacts of the COVID-19 pandemic on global demand and (ii) a lower-priced sales mix.

The increase in net sales for the Asia Segment from fiscal 2019 to fiscal 2020 was primarily attributable to higher sales volumes of REPREVE®-branded products, primarily Chip and staple fiber, partially offset by (i) the impact of lower-priced Chip and staple fiber sales on average selling price and sales mix and (ii) unfavorable foreign currency translation effects due to the comparable weakening of the RMB, along with a reduction in the overall sales growth rate caused by the impact of the COVID-19 pandemic on global demand.

The RMB weighted average exchange rate was 6.60 RMB/USD, 7.03 RMB/USD and 6.82 RMB/USD for fiscal 2021, 2020 and 2019, respectively.


The changes in Segment Profit for the Asia Segment are as follows:

 

Segment Profit for fiscal 2019

 

$

15,700

 

Increase in sales volumes

 

 

831

 

Change in underlying margins and sales mix

 

 

780

 

Unfavorable foreign currency translation effects

 

 

(628

)

Segment Profit for fiscal 2020

 

$

16,683

 

 

 

 

 

 

Segment Profit for fiscal 2020

 

$

16,683

 

Change in underlying margins and sales mix

 

 

4,584

 

Increase in sales volumes

 

 

3,156

 

Favorable foreign currency translation effects

 

 

970

 

Segment Profit for fiscal 2021

 

$

25,393

 

The increase in Segment Profit for the Asia Segment from fiscal 2020 to fiscal 2021 was primarily attributable to raw material cost benefits achieved on certain product lines, an improved sales mix, and higher sales volumes.

The increase in Segment Profit for the Asia Segment from fiscal 2019 to fiscal 2020 was primarily attributable to the increase in sales volumes and related sales mix change described in the net sales analysis above. The sales growth rate and, accordingly, the growth rate of Segment Profit for the Asia Segment, was partially offset by (i) the impact of the COVID-19 pandemic on global demand and (ii) unfavorable foreign currency translation effects as the RMB weakened against the USD during fiscal 2020.

Foreign

Alfenas, Brazil

Manufacturing facility

355,000

Owned

Alfenas, Brazil

Warehouse

307,000

Owned

Sao Paulo, Brazil

Corporate office

12,000

Leased

Brazil Segment

Foreign

Alfenas, Brazil

Manufacturing facility

355,000

Owned

Alfenas, Brazil

Warehouse

307,000

Owned

Sao Paulo, Brazil

Corporate office

12,000

Leased

Asia Segment

Foreign

Suzhou, China

Sales office

16,000

Leased

Suzhou, China

Warehouse

75,000

Leased

Suzhou, China

Warehouse

59,000

Leased

Management believes all of UNIFI’s operating properties are well maintained and in good condition.  In fiscal 2022, UNIFI’s manufacturing facilities in the Americas Segment operated below capacity for most of the year, in part due to the availability and productivity of labor.  Management does not perceive any capacity constraints in the foreseeable future.

Item 3.

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 4.

Mine Safety Disclosures

Not applicable.


INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years.  Each executive officer of UNIFI is elected by the Board and holds office from the date of election until thereafter removed by the Board.

Edmund M. Ingle – Age: 57 – Mr. Ingle has served as Chief Executive Officer of UNIFI and a member of UNIFI’s Board since June 2020.  From May 2019 to June 2020, he served as Chief Executive Officer of the Recycling group of Indorama Ventures, a world-class chemicals company and a global integrated leader in PET and fibers serving major customers in diversified end-use markets.  From May 2018 to May 2019, he was Chairperson and Chief Executive Officer of Indorama’s Wellman International division.  Prior to that, Mr. Ingle was with UNIFI for approximately 30 years, during which time he held various key leadership positions, including Vice President of Global Corporate Sustainability, Vice President of Supply Chain, General Manager of the Company’s Flake and Chip business, Vice President and General Manager of REPREVE® Polymers, General Manager of the Company’s Nylon business, and Director of Global Procurement.  

Albert P. Carey – Age: 70 – Mr. Carey has served as Executive Chairman of the Board of UNIFI since April 2019.  Mr. Carey previously served as Non-Executive Chairman of the Board of the Company from January 2019 to March 2019.  In March 2019, Mr. Carey retired from PepsiCo, Inc., a consumer products company, after a 38-year career with the company in which he held a number of senior leadership roles, including Chief Executive Officer of PepsiCo North America from March 2016 to January 2019, Chief Executive Officer of PepsiCo North America Beverages from July 2015 to March 2016, Chief Executive Officer of PepsiCo Americas Beverages from September 2011 to July 2015, and President and Chief Executive Officer of Frito-Lay North America from June 2006 to September 2011.

Craig A. Creaturo – Age: 52 – Mr. Creaturo has served as Executive Vice President & Chief Financial Officer of UNIFI since September 2019.  Mr. Creaturo served as Chief Financial Officer & Vice President-Administration of Chromalox, Inc., an advanced thermal technologies manufacturing company, from February 2015 to March 2019.  Prior to that, he served as Chief Financial Officer of II-VI Incorporated (“II-VI”), a publicly traded global leader in engineered materials and optoelectronic components, from 2004 to 2014, Treasurer of II-VI from 2000 to 2014, and Corporate Controller of II-VI from 1998 to 2000.  From 1992 to 1998, he held a variety of audit roles at Arthur Andersen LLP.  Mr. Creaturo is a Certified Public Accountant in the Commonwealth of Pennsylvania.

Hongjun Ning – Age: 55 – Mr. Ning has served as an Executive Vice President of UNIFI since July 2020, President of Unifi Textiles (Suzhou) Co. Ltd. (“UTSC”) (UNIFI’s subsidiary in China) since March 2020 and President of Unifi Asia Pacific since June 2017.  Previously, he served as Vice President of UTSC from September 2013 to June 2017, Director of Sales & Marketing of UTSC from August 2008 to September 2013, and General Manager, Sales & Marketing of a former UNIFI joint venture in China from January 2006 to August 2008.

Gregory K. Sigmon – Age: 32 – Mr. Sigmon, has served as an Executive Officer of UNIFI since July 2022 and as General Counsel and Corporate Secretary of the Company since June 2020. Previously, Mr. Sigmon served as a Vice President of UNIFI from July 2020 to July 2022 and as Assistant General Counsel of the Company from September 2019 to June 2020. Before joining UNIFI, Mr. Sigmon served as an officer in the legal department of BB&T Corporation in Winston-Salem, North Carolina (“BB&T”), where he was a Vice President from April 2018 to August 2019, an Assistant Vice President from September 2015 to March 2018, and a graduate of BB&T’s Leadership Development Program. Mr. Sigmon is a member of the North Carolina State Bar.


PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

UNIFI’s common stock is listed for trading on the New York Stock Exchange (the “NYSE”) under the symbol “UFI.”  

As of August 26, 2022, there were 125 record holders of UNIFI’s common stock.  A significant number of the outstanding shares of common stock that are beneficially owned by individuals and entities are registered in the name of Cede & Co.  Cede & Co. is a nominee of The Depository Trust Company, a securities depository for banks and brokerage firms.  UNIFI estimates that there are approximately 5,900 beneficial owners of its common stock.

No dividends were paid in the past two fiscal years, and UNIFI does not intend to pay cash dividends in the foreseeable future.  UNIFI’s current debt obligations contain certain restricted payment and restricted investment provisions, including a restriction on the payment of dividends and share repurchases under certain circumstances.  Information regarding UNIFI’s debt obligations is provided in Note 12, “Long-Term Debt,” to the accompanying consolidated financial statements.

Purchases of Equity Securities

On October 31, 2018, UNIFI announced that the Board approved the 2018 SRP under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases may be made from time to time in the open market at prevailing market prices, through private transactions, or via 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 July 3, 2022, UNIFI has repurchased 701 shares at an average price of $15.90, leaving $38,859 available for repurchase under the 2018 SRP. UNIFI will continue to evaluate opportunities to use excess cash flows from operations or existing borrowings to repurchase additional stock, while maintaining sufficient liquidity to support its operational needs and to fund future strategic growth opportunities.


PERFORMANCE GRAPH - SHAREHOLDER RETURN ON COMMON STOCK

The below graphic comparison assumes the investment of $100 in each of UNIFI common stock, the S&P SmallCap 600 Index (a benchmark index containing inclusion characteristics closely associated with UNIFI) and the NYSE Composite Index (a broad equity market index), all at June 23, 2017.  The resulting cumulative total return assumes that dividends, if any, were reinvested. Past performance is not indicative of future performance.

 

 

June 23, 2017

 

 

June 22, 2018

 

 

June 28, 2019

 

 

June 26, 2020

 

 

June 25, 2021

 

 

July 1, 2022

 

Unifi, Inc.

 

$

100.00

 

 

$

108.99

 

 

$

62.83

 

 

$

40.35

 

 

$

85.58

 

 

$

48.48

 

S&P SmallCap 600

 

 

100.00

 

 

 

122.18

 

 

 

111.94

 

 

 

92.57

 

 

 

162.40

 

 

 

133.82

 

NYSE Composite

 

 

100.00

 

 

 

110.37

 

 

 

117.00

 

 

 

106.70

 

 

 

156.55

 

 

 

140.74

 

Item 6.

Reserved



Item 7.

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 consolidated financial statements. Management’s discussion and analysis should be read in conjunction with the remainder of this Annual Report, with the understanding that forward-looking statements may be present. A reference to a “note” refers to the accompanying notes to consolidated financial statements.

Strategic Priorities

We believe UNIFI’s underlying performance during recent fiscal years reflects the strength of our global initiative to deliver differentiated solutions to customers and brand partners throughout the world. Our supply chain has been developed and enhanced in multiple regions around the globe, allowing us to deliver a diverse range of fibers and polymers to key customers in the markets we serve, especially apparel. These textile products are supported by quality assurance, product development, product and fabric certifications, hangtags, co-marketing, and technical and customer service teams across UNIFI’s operating subsidiaries. We have developed this successful operating platform by improving operational and business processes and deriving value from sustainability-based initiatives, including polyester and nylon recycling.

We believe that further commercial expansion will require a continued stream of new technology and innovation that generates products with meaningful consumer benefits. Along with our recycled platform, UNIFI has significant yarn technologies that provide optimal performance characteristics for today’s marketplace, including moisture management, temperature moderation, stretch, ultra-violet protection and fire retardation, among others. To achieve further growth, UNIFI remains focused on innovation, bringing to market the next wave of fibers and polymers for tomorrow’s applications. As we invest and grow, sustainability remains at our core. We believe that increasing the awareness for recycled solutions in applications across fibers and polymers and furthering sustainability-based initiatives with like-minded brand partners will be key to our future success. We also believe that our manufacturing processes and our technical knowledge and capabilities will allow us to grow market share and develop new textile programs with new and existing customers. Ultimately, combining leading edge innovation with our prominent, high-quality brand and agile regional business model will allow for underlying sales and profitability growth.

Significant Developments and Trends

During the last five fiscal years, several key drivers affected our financial results. During fiscal 2018 and 2019, our operations in the U.S. were unfavorably impacted by (i) rising raw material costs and (ii) a surge of imported polyester textured yarn that depressed our pricing, market share, and fixed cost absorption. During fiscal 2020, our financial results began to improve following more stable import and raw material cost environments. However, the COVID-19 pandemic had a significant unfavorable impact to product demand and our annual profitability suffered accordingly. Near the end of fiscal 2020, we divested a minority interest investment and significantly improved our liquidity position, supporting business preservation and the ability to better capture long-term growth opportunities. Throughout fiscal 2021, our businesses experienced sequential improvement alongside global demand and economic recovery, and we capitalized on profitable opportunities that fueled strong consolidated results. Throughout fiscal 2022, we experienced adverse pressure from rising input costs and a weakening of labor productivity primarily in our domestic operations. Looking ahead, our operations remain well positioned to capture long-term growth opportunities and we are working to mitigate any potential recession impacts.

Once global economic pressures subside, we believe incremental revenue for the Americas Segment will be generated from both the polyester textured yarn trade petitions, along with continued demand for innovative and sustainable products. The Asia Segment continues to capture demand for recycled products and serves as a significant component of future growth. The Brazil Segment performed extraordinarily well in fiscal 2021 and 2022, and while pricing and margins normalized from near historical levels, the momentum captured in fiscal 2021 and 2022 could provide a new, elevated level of long-term performance for the segment.

The following positive developments and trends occurred or were occurring in fiscal 2022.

Demand levels for the majority of our business lines experienced significant recovery since the onset of the COVID-19 pandemic.

Our REPREVE family of products continued to gain momentum with brands, retailers, and mill partners who value sustainability and UNIFI’s ability to produce leading edge products with in-demand technologies.

Although raw material costs rose throughout fiscal 2022, we have been able to implement cost-responsive selling price adjustments intended to protect our gross profit.

Our Brazil Segment was able to opportunistically capture market share from competitors and secure favorable pricing levels during the economic recovery in Brazil.

Our Asia Segment returned to sales growth, driven by demand for REPREVE, generating continued portfolio expansion.

Raw Material and Foreign Currency

Raw material costs represent a significant portion of UNIFI’s manufactured product costs. The prices for the principal raw materials used by UNIFI continually fluctuate, and it is difficult or impossible to predict trends or upcoming developments.

During much of fiscal 2020, the raw material cost environment shifted to be more favorable and reached significantly lower levels during the early weeks of the COVID-19 pandemic.


The first half of fiscal 2021 included stable, low levels of raw material costs, while economic recovery, weather events, and supply chain challenges generated raw material cost increases during the second half of fiscal 2021 and the first half of fiscal 2022. For the majority of our portfolio, we were able to implement selling price adjustments throughout fiscal 2021 and 2022. However, recycled inputs in the U.S. experienced continued cost increases during fiscal 2022. Despite the selling price increases, we still experienced meaningful gross profit pressure during fiscal 2022, primarily from the U.S. labor shortage and speed at which input costs increased.

The continuing volatility in global crude oil prices is likely to impact UNIFI’s polyester and nylon raw material costs.  While it is not possible to predict the timing or amount of the impact or whether the recent fluctuations in crude oil prices will stabilize, increase or decrease, UNIFI monitors these dynamic factors closely. In addition, UNIFI attempts to pass on to its customers increases in raw material costs but due to market pressures, this is not always possible.  When price increases can be implemented, there is typically a time lag that adversely affects UNIFI and its margins during one or more quarters. 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 certain raw materials in the prior quarter.  Pricing adjustments for other customers must be negotiated independently.  In ordinary market conditions in which raw material cost increases have stabilized and sales volumes are consistent with traditional levels, UNIFI has historically been successful in implementing price adjustments within one or two fiscal quarters of the raw material price increase for all of its customers.

UNIFI is also impacted by significant fluctuations in the value of the Brazilian Real (“BRL”) and the Chinese Renminbi (“RMB”), the local currencies for our operations in Brazil and China, respectively. Appreciation of the BRL and the RMB improves our net sales and gross profit metrics when the results of our subsidiaries are translated into USDs at comparatively favorable rates. However, such strengthening may cause adverse impacts to the value of USDs held in these foreign jurisdictions. UNIFI expects continued volatility in the value of the BRL and the RMB to impact our key performance metrics and actual financial results, although the magnitude of the impact is dependent upon the significance of the volatility, and it is not possible to predict the timing or amount of the impact.

The BRL to USD weighted average exchange rate was 5.21, 5.38, and 4.29 for fiscal 2022, 2021 and 2020, respectively. The RMB to USD weighted average exchange rate was 6.45, 6.60, and 7.03 for fiscal 2022, 2021 and 2020, respectively.

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;

net income (loss) and earnings per share;

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

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 (loss) before net interest expense, income tax expense and depreciation and amortization expense;

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

Adjusted Net Income (Loss), which represents net income (loss) calculated under GAAP, adjusted to exclude certain amounts which management believes do not reflect the ongoing operations and performance of UNIFI and/or for which exclusion may be necessary to understand and compare the underlying results of UNIFI;

Adjusted EPS, which represents Adjusted Net Income (Loss) divided by UNIFI’s weighted average common shares outstanding;

Adjusted Working Capital, which equals receivables plus inventories and other current assets, less accounts payable and other current liabilities; and

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

EBITDA, Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS, 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 items (a) directly related to our asset base (primarily depreciation and amortization) and/or (b) 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. Equity in loss of PAL is excluded from Adjusted EBITDA because such results do not reflect our operating performance.

Management uses Adjusted Net Income (Loss) and Adjusted EPS (i) as measurements of net operating performance because they assist us in comparing such performance on a consistent basis, as they remove the impact of (a) items that we would not expect to occur as a part of our normal business on a regular basis and (b) components of the provision for income taxes that we would not expect to occur as a part of our underlying taxable operations; (ii) for planning purposes, including the preparation of our annual operating budget; and (iii) as measures in determining the value of other acquisitions and dispositions.

Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventories and receivables.

Management uses Net Debt as a liquidity and leverage metric to determine how much debt would remain if all cash and cash equivalents were used to pay down debt principal.

See “Non-GAAP Reconciliations” below for reconciliations of non-GAAP metrics to the most directly comparable GAAP metric.

Review of Results of Operations for Fiscal 2022, 2021 and 2020

Fiscal 2022 contained 53 weeks and fiscal 2021 and 2020 were each comprised of 52 weeks. The additional week in fiscal 2022 included approximately $8,700 of net sales, an insignificant impact to gross profit, and approximately $400 of selling, general and administrative expenses.

Consolidated Overview

The below tables provide:

the components of Segment Profit, each component as a percentage of net salesincome (loss) and the percentage increase or decrease over the prior periodfiscal year amounts,

a reconciliation from net income (loss) to EBITDA and Adjusted EBITDA, and

a reconciliation from net income (loss) to Adjusted Net Income (Loss) and Adjusted EPS.

Following the tables is a discussion and analysis of the significant components of net income (loss).  

Net income (loss)

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

815,758

 

 

 

22.2

 

 

$

667,592

 

 

 

10.1

 

 

$

606,509

 

Cost of sales

 

 

735,273

 

 

 

28.1

 

 

 

574,098

 

 

 

1.2

 

 

 

567,469

 

Gross profit

 

 

80,485

 

 

 

(13.9

)

 

 

93,494

 

 

 

139.5

 

 

 

39,040

 

SG&A expenses

 

 

52,489

 

 

 

2.2

 

 

 

51,334

 

 

 

17.2

 

 

 

43,814

 

(Benefit) provision for bad debts

 

 

(445

)

 

 

(66.2

)

 

 

(1,316

)

 

 

(175.7

)

 

 

1,739

 

Other operating (income) expense, net

 

 

(158

)

 

 

(103.2

)

 

 

4,865

 

 

 

110.8

 

 

 

2,308

 

Operating income (loss)

 

 

28,599

 

 

 

(25.9

)

 

 

38,611

 

 

nm

 

 

 

(8,821

)

Interest expense, net

 

 

1,561

 

 

 

(42.6

)

 

 

2,720

 

 

 

(33.0

)

 

 

4,057

 

(Earnings) loss from unconsolidated affiliates

 

 

(605

)

 

 

(18.1

)

 

 

(739

)

 

nm

 

 

 

477

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(108.4

)

 

 

(9,717

)

 

nm

 

 

 

 

Gain on sale of investment in unconsolidated

  affiliate

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

(2,284

)

Impairment of investment in unconsolidated

  affiliate

 

 

 

 

 

 

 

 

 

 

nm

 

 

 

45,194

 

Income (loss) before income taxes

 

 

26,828

 

 

 

(42.1

)

 

 

46,347

 

 

 

(182.4

)

 

 

(56,265

)

Provision for income taxes

 

 

11,657

 

 

 

(32.5

)

 

 

17,274

 

 

nm

 

 

 

972

 

Net income (loss)

 

$

15,171

 

 

 

(47.8

)

 

$

29,073

 

 

 

(150.8

)

 

$

(57,237

)

nm – not meaningful


EBITDA and Adjusted EBITDA (Non-GAAP Measures)

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Net income (loss)

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Interest expense, net

 

 

1,561

 

 

 

2,720

 

 

 

4,057

 

Provision for income taxes

 

 

11,657

 

 

 

17,274

 

 

 

972

 

Depreciation and amortization expense (1)

 

 

25,986

 

 

 

25,293

 

 

 

23,406

 

EBITDA

 

 

54,375

 

 

 

74,360

 

 

 

(28,802

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in loss of PAL

 

 

 

 

 

 

 

 

960

 

EBITDA excluding PAL

 

 

54,375

 

 

 

74,360

 

 

 

(27,842

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Recovery of non-income taxes, net (2)

 

 

815

 

 

 

(9,717

)

 

 

 

Gain on sale of investment in unconsolidated affiliate (3)

 

 

 

 

 

 

 

 

(2,284

)

Impairment of investment in unconsolidated affiliate (3)

 

 

 

 

 

 

 

 

45,194

 

Severance (4)

 

 

 

 

 

 

 

 

1,485

 

Adjusted EBITDA

 

$

55,190

 

 

$

64,643

 

 

$

16,553

 

The reconciliations of the amounts reported under GAAP for Net Income (Loss) to EBITDA and Adjusted EBITDA are as follows. 

(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)

In fiscal 2021, UNIFI recorded a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of the recovery process during the months following the decision.

(3)

In fiscal 2020, UNIFI recorded an impairment charge of $45,194 relating to the April 29, 2020 sale of its 34% interest in PAL. UNIFI’s 34% share of PAL’s loss subsequent to the date of the impairment charge (March 29, 2020) and through the date of transaction closing (April 29, 2020) was $2,284 and generated a gain on sale.

(4)

In fiscal 2020, UNIFI incurred certain severance costs in connection with (i) overall cost reduction efforts in the U.S. and (ii) a wind-down plan for its operations in Sri Lanka.

Adjusted Net Income (Loss) and Adjusted EPS (Non-GAAP Measures)

The tables below set forth reconciliations of (i) Income (Loss) before income taxes (“Pre-tax Income (Loss)”), Provision for income taxes (“Tax Impact”) and Net Income (Loss) to Adjusted Net Income (Loss) and (ii) Diluted EPS to Adjusted EPS.

 

 

For the Fiscal Year Ended July 3, 2022

 

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

26,828

 

 

$

(11,657

)

 

$

15,171

 

 

$

0.80

 

Recovery of non-income taxes, net (1)

 

 

815

 

 

 

(257

)

 

 

558

 

 

 

0.03

 

Recovery of income taxes, net (2)

 

 

 

 

 

(1,446

)

 

 

(1,446

)

 

 

(0.07

)

Adjusted results

 

$

27,643

 

 

$

(13,360

)

 

$

14,283

 

 

$

0.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 27, 2021

 

 

 

Pre-tax Income

 

 

Tax Impact

 

 

Net Income

 

 

Diluted EPS

 

GAAP results

 

$

46,347

 

 

$

(17,274

)

 

$

29,073

 

 

$

1.54

 

Recovery of non-income taxes, net (1)

 

 

(9,717

)

 

 

3,304

 

 

 

(6,413

)

 

 

(0.34

)

Adjusted results

 

$

36,630

 

 

$

(13,970

)

 

$

22,660

 

 

$

1.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Year Ended June 28, 2020

 

 

 

Pre-tax Loss

 

 

Tax Impact

 

 

Net Loss

 

 

Diluted EPS

 

GAAP results

 

$

(56,265

)

 

$

(972

)

 

$

(57,237

)

 

$

(3.10

)

Impairment of investment in unconsolidated affiliate (3)

 

 

45,194

 

 

 

 

 

 

45,194

 

 

 

2.45

 

Severance (4)

 

 

1,485

 

 

 

(312

)

 

 

1,173

 

 

 

0.06

 

Adjusted results

 

$

(9,586

)

 

$

(1,284

)

 

$

(10,870

)

 

$

(0.59

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

18,475

 


(1)

In fiscal 2021, UNIFI recorded a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. For fiscal 2022, UNIFI reduced the estimated benefit based on additional clarity and review of the recovery process during the months following the decision.

(2)

In fiscal 2022, UNIFI recorded a recovery of income taxes following a Brazil Supreme Court decision regarding certain income taxes paid in prior fiscal years.

(3)

In fiscal 2020, UNIFI recorded an impairment charge of $45,194 before tax, related to the April 2020 sale of its 34% interest in PAL.

(4)

In fiscal 2020, UNIFI incurred certain severance costs in connection with (i) overall cost reduction efforts in the U.S. and (ii) a wind-down plan for its operations in Sri Lanka.  

Net Sales

Fiscal 2022 vs. Fiscal 2021

Consolidated net sales for fiscal 2022 increased by $148,166, or 22.2%, and consolidated sales volumes increased 2.7%, compared to fiscal 2021. The increases occurred primarily due to (i) higher selling prices in response to increasing raw material costs and (ii) underlying sales growth led by the Asia Segment and REPREVE products.

Consolidated weighted average sales prices increased 19.5%, primarily attributable to higher selling prices in response to increasing raw material costs.

REPREVE Fiber products for fiscal 2022 comprised 36%, or $293,080, of consolidated net sales, down from 37%, or $245,832, for fiscal 2021. The decrease was primarily due to the pandemic lockdowns in China during the fourth quarter of fiscal 2022, reducing recycled product sales for the Asia Segment.

Fiscal 2021 vs. Fiscal 2020

Consolidated net sales for fiscal 2021 increased by $61,083, or 10.1%, and consolidated sales volumes increased 13.5%, compared to fiscal 2020. The increases occurred primarily due to (i) a fiscal 2021 rebound in product demand following the adverse impact of the COVID-19 pandemic on sales volumes in late fiscal 2020, (ii) incremental sales growth for the Asia Segment led by REPREVE branded products, and (iii) opportunistically improved market share and pricing levels in Brazil during demand restoration in that region.

Consolidated average sales prices decreased 3.4%, primarily attributable to (i) a decline in higher-priced nylon product sales and (ii) unfavorable foreign currency translation.

Gross Profit

Fiscal 2022 vs. Fiscal 2021

Gross profit for fiscal 2022 decreased by $13,009, or 13.9%, compared to fiscal 2021. Although we experienced a significant increase in net sales, input cost and labor challenges muted our Americas gross profit, primarily in the last nine months of fiscal 2022.

For the Americas Segment, gross profit decreased due to higher-than-expected input costs primarily for raw material, labor, packaging, and supplies, along with weaker labor productivity, offsetting the benefit from the restoration of U.S. demand following the negative impact the COVID-19 pandemic had on fiscal 2021.

For the Brazil Segment, are as follows:

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

 

% Change

 

 

Fiscal 2019

 

Net sales

 

$

95,976

 

 

 

30.9

 

 

$

73,339

 

 

 

(28.7

)

 

$

102,877

 

Cost of sales

 

 

64,281

 

 

 

3.4

 

 

 

62,144

 

 

 

(26.3

)

 

 

84,298

 

Gross profit

 

 

31,695

 

 

 

183.1

 

 

 

11,195

 

 

 

(39.7

)

 

 

18,579

 

Depreciation expense

 

 

1,315

 

 

 

(5.1

)

 

 

1,385

 

 

 

(9.9

)

 

 

1,537

 

Segment Profit

 

$

33,010

 

 

 

162.4

 

 

$

12,580

 

 

 

(37.5

)

 

$

20,116

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

33.0

%

 

 

 

 

 

 

15.3

%

 

 

 

 

 

 

18.1

%

Segment margin

 

 

34.4

%

 

 

 

 

 

 

17.2

%

 

 

 

 

 

 

19.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

14.4

%

 

 

 

 

 

 

12.1

%

 

 

 

 

 

 

14.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

28.5

%

 

 

 

 

 

 

21.1

%

 

 

 

 

 

 

23.3

%

The changesgross profit decreased primarily due to lower volumes and a more normalized market environment in net sales forfiscal 2022 following the exceptional performance of the Brazil Segment are as follows:in fiscal 2021.

 

For the Asia Segment, gross profit increased primarily due to higher sales volumes.

Fiscal 2021 vs. Fiscal 2020

Gross profit for fiscal 2021 increased by $54,454, or 139.5%, compared to fiscal 2020.

Net sales for fiscal 2019

 

$

102,877

 

Decrease in sales volumes

 

 

(13,501

)

Unfavorable foreign currency translation effects

 

 

(13,128

)

Decrease in average selling price

 

 

(2,909

)

Net sales for fiscal 2020

 

$

73,339

 

 

 

 

 

 

Net sales for fiscal 2020

 

$

73,339

 

Increase in average selling price and change in sales mix

 

 

20,459

 

Increase in sales volumes

 

 

17,297

 

Unfavorable foreign currency translation effects

 

 

(15,119

)

Net sales for fiscal 2021

 

$

95,976

 

 

The increase in net sales for

For the BrazilAmericas Segment, gross profit benefited from fiscal 2020 to fiscal 2021 was primarily attributable to the Brazil Segment’s ability to (i) capture market share from competitors during Brazil’s economic recoveryrestoration of U.S. demand following the most severe impactsworst months of the COVID-19 pandemic and a better sales mix.

For the Asia Segment, gross profit increased from fiscal 2020 primarily due to (i) higher sales, (ii) increase selling prices,supply chain efficiencies driving lower costs for certain products, and (iii) sales mix improvements.

For the Brazil Segment, gross profit increased from fiscal 2020 primarily due to higher sales volumes and conversion margin due to temporary market share capture, partially offset by unfavorable foreign currency translation effects.

The decrease in net sales for the Brazil Segment from fiscal 2019 to fiscal 2020 was primarily attributable to (i) the COVID-19 pandemic impact on sales volumes, (ii) unfavorable foreign currency translation effects as the BRL weakened against the USD during fiscal 2020, and (iii) lower selling prices associated with declining raw material costs and competitive pricing pressures.


The BRL weighted average exchange rate was 5.38 BRL/USD, 4.29 BRL/USD and 3.87 BRL/USD for fiscal 2021, 2020 and 2019, respectively.

The changes in Segment Profit for the Brazil Segment are as follows:

Segment Profit for fiscal 2019

 

$

20,116

 

Decrease in sales volumes

 

 

(2,641

)

Decrease in underlying margins

 

 

(2,535

)

Unfavorable foreign currency translation effects

 

 

(2,360

)

Segment Profit for fiscal 2020

 

$

12,580

 

 

 

 

 

 

Segment Profit for fiscal 2020

 

$

12,580

 

Increase in underlying margins

 

 

20,318

 

Increase in sales volumes

 

 

2,908

 

Unfavorable foreign currency translation effects

 

 

(2,796

)

Segment Profit for fiscal 2021

 

$

33,010

 

The increase in Segment Profit for the Brazil Segment from fiscal 2020 to fiscal 2021 was primarily attributable to an improved sales mix and conversion margin combined with higher sales volumes stemming from a temporarily improved competitive position in Brazil, partially offset by unfavorable foreign currency translation effects.

The decrease in Segment Profit for the Brazil Segment from fiscal 2019 to fiscal 2020 was primarily attributable to (i) the COVID-19 pandemic, (ii) unfavorable foreign currency translation, and (iii) prior to the pandemic, competitive pricing pressures during a declining raw material cost environment. For the Brazil Segment, declining raw material costs place immediate downward market pressure on selling prices and, 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.

Nylon Segment

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

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

 

% Change

 

 

Fiscal 2019

 

Net sales

 

$

65,869

 

 

 

(2.2

)

 

$

67,381

 

 

 

(31.3

)

 

$

98,127

 

Cost of sales

 

 

63,502

 

 

 

(7.1

)

 

 

68,359

 

 

 

(24.2

)

 

 

90,231

 

Gross profit (loss)

 

 

2,367

 

 

 

(342.0

)

 

 

(978

)

 

 

(112.4

)

 

 

7,896

 

Depreciation expense

 

 

1,769

 

 

 

(7.7

)

 

 

1,917

 

 

 

(8.0

)

 

 

2,083

 

Segment Profit

 

$

4,136

 

 

 

340.5

 

 

$

939

 

 

 

(90.6

)

 

$

9,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

3.6

%

 

 

 

 

 

 

-1.5

%

 

 

 

 

 

 

8.0

%

Segment margin

 

 

6.3

%

 

 

 

 

 

 

1.4

%

 

 

 

 

 

 

10.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

9.9

%

 

 

 

 

 

 

11.1

%

 

 

 

 

 

 

13.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

3.6

%

 

 

 

 

 

 

1.6

%

 

 

 

 

 

 

11.6

%

The changes in net sales for the Nylon Segment are as follows:

Net sales for fiscal 2019

 

$

98,127

 

Decrease in underlying sales volumes

 

 

(27,205

)

Net change in average selling price and sales mix

 

 

(1,895

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(1,646

)

Net sales for fiscal 2020

 

$

67,381

 

 

 

 

 

 

Net sales for fiscal 2020

 

$

67,381

 

Net change in average selling price and sales mix

 

 

(6,435

)

Increase in sales volumes

 

 

4,923

 

Net sales for fiscal 2021

 

$

65,869

 

The decrease in net sales for the Nylon Segment from fiscal 2020 to fiscal 2021 was primarily attributable to an increase in sales volumes for lower-priced product, adversely impacting average selling price.


The decrease in net sales for the Nylon Segment from fiscal 2019 to fiscal 2020 was primarily attributable to (i) the adverse impact of COVID-19, (ii) continued demand declines in certain nylon product categories, (iii) two customers shifting certain programs to overseas garment production during calendar 2019, and (iv) one fewer week of sales in fiscal 2020.

The changes in Segment Profit for the Nylon Segment are as follows:

Segment Profit for fiscal 2019

 

$

9,979

 

Net decrease in underlying margins

 

 

(6,119

)

Decrease in underlying sales volumes

 

 

(2,772

)

Decrease due to an additional week of sales in fiscal 2019

 

 

(149

)

Segment Profit for fiscal 2020

 

$

939

 

 

 

 

 

 

Segment Profit for fiscal 2020

 

$

939

 

Net increase in underlying margins

 

 

3,129

 

Increase in sales volumes

 

 

68

 

Segment Profit for fiscal 2021

 

$

4,136

 

The increase in Segment Profit for the Nylon Segment from fiscal 2020 to fiscal 2021 was primarily attributable to (i) higher unit conversion margin and (ii) improved cost absorption on a stable sales mix.

The decrease in Segment Profit for the Nylon Segment from fiscal 2019 to fiscal 2020 was primarily attributable to lower sales and weaker fixed cost absorption, with fiscal 2020 significantly impacted by demand disruption from COVID-19.

Liquidity and Capital Resources

UNIFI’s primary capital requirements are for working capital, capital expenditures, debt service and share repurchases.  UNIFI’s primary sources of capital are cash generated from operations and borrowings available under the ABL Revolver (as defined below) of its credit facility.  

As of June 27, 2021, all of UNIFI’s $86,857 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, and 52% of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of 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 June 27, 2021 for domestic operations compared to foreign operations:

 

 

Domestic

 

 

Foreign

 

 

Total

 

Cash and cash equivalents

 

$

37,782

 

 

$

40,471

 

 

$

78,253

 

Borrowings available under financing arrangements

 

 

65,891

 

 

 

 

 

 

65,891

 

Liquidity

 

$

103,673

 

 

$

40,471

 

 

$

144,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

88,836

 

 

$

134,808

 

 

$

223,644

 

Total debt obligations

 

$

86,857

 

 

$

 

 

$

86,857

 

For fiscal 2021, cash generated from operations was $36,681 and at June 27, 2021, excess availability under the ABL Revolver was $65,891.  Despite the adverse impacts of the COVID-19 pandemic, UNIFI was able to generate strong operating cash flows for both fiscal 2021 and fiscal 2020, while ensuring borrowing availability and liquidity remained at sufficient levels. Cash generation was achieved by capitalizing on profitable sales opportunities in each of our business regions and focusing diligently on the management of working capital, while minimizing travel and discretionary costs.

Due to UNIFI’s financial performance in fiscal 2021, other current liabilities at June 27, 2021 includes approximately $12,350 of annual incentive compensation that was paid in August 2021. Such payment offsets the underlying cash generation that management expects in the first quarter of fiscal 2022. Beyond this use of cash and considering the expected business activity for fiscal 2022, further demand recovery over the next twelve months is likely to generate an increase in our working capital, and when combined with capital expenditures, debt service and routine tax payments, we expect to use cash in fiscal 2022. However, our liquidity position (calculated in the table above) is higher than recent historical levels and is expected to be more than adequate to allow UNIFI to manage through the current COVID-19 operating environment and to quickly respond to further economic recovery.

UNIFI considers $21,776 of its unremitted foreign earnings to be permanently reinvested to fund working capital requirements and operations abroad, and has therefore not recognized a deferred tax liability for the estimated future taxes that would be incurred upon repatriation. If these earnings were distributed in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, UNIFI could be subject to additional tax liabilities of approximately $4,524.


COVID-19 Pandemic Liquidity Considerations

Because global economic activity slowed within a short period of time, the COVID-19 pandemic introduced liquidity risk that was not present prior to calendar 2020. UNIFI implemented aggressive and prudent actions that were necessary to preserve liquidity in the COVID-19 pandemic environment, which was characterized by global demand declines and/or uncertainty that began in March 2020. Accordingly, to minimize the disruption to operations that could result from outbreaks among UNIFI employees, UNIFI prioritized health and safety measures that included restricting travel and group meetings, enforcing social distancing and healthy habits, increased sanitization, and increased wellness monitoring.

Throughout the COVID-19 pandemic, UNIFI has not experienced any (i) substantial, prolonged headwinds relating to liquidity, (ii) significant outbreaks of COVID-19 among employees, nor (iii) other extensive disruptions to ongoing operations. The following reflect on UNIFI’s strong liquidity position and access to capital resources during the COVID-19 pandemic:

We have not accessed public or private capital markets for recent liquidity needs.impacts.

We do not currently expect our cost of or access to existing capital and funding sources to materially change as a result of the COVID-19 pandemic; however, new capital and funding sources (if any) may carry higher costs than our current structure.

SG&A

The changes in SG&A were as follows:

SG&A expenses for fiscal 2020

 

$

43,814

 

Net increase in incentive and other compensation expenses

 

 

8,474

 

Other net decreases

 

 

(954

)

SG&A expenses for fiscal 2021

 

$

51,334

 

 

 

 

 

 

SG&A expenses for fiscal 2021

 

$

51,334

 

Net increase in marketing expenses

 

 

2,007

 

Other net increases

 

 

3,319

 

Net decrease in incentive and other compensation expenses

 

 

(4,171

)

SG&A expenses for fiscal 2022

 

$

52,489

 

Fiscal 2022 vs. Fiscal 2021

SG&A increased from fiscal 2021, primarily due to higher discretionary expenses, including marketing, advertising, and travel, partially offset by lower incentive compensation for fiscal 2022.

Fiscal 2021 vs. Fiscal 2020

SG&A increased from fiscal 2020, primarily due to higher incentive compensation in fiscal 2021 in connection with consolidated out-performance. The increase was partially offset by lower discretionary expenses in fiscal 2021 due to COVID-19 pandemic related restrictions and cost control.

(Benefit) Provision for Bad Debts

Fiscal 2022 vs. Fiscal 2021

The provision for bad debts decreased from a benefit of $1,316 in fiscal 2021 to a benefit of $445 in fiscal 2022.  The provision reflected no material activity in fiscal 2022.  Fiscal 2021 reflected lower-than-expected credit losses on outstanding receivables following the adverse effects of the COVID-19 pandemic on customer financial health.

Fiscal 2021 vs. Fiscal 2020

The provision for bad debts decreased from a provision of $1,739 in fiscal 2020 to a benefit of $1,316 in fiscal 2021.  The decrease primarily reflected lower-than-expected credit losses on outstanding receivables following the adverse effects of the COVID-19 pandemic on customer financial health.

Other Operating (Income) Expense, Net

Fiscal 2022 vs. Fiscal 2021

Other operating (income) expense, net was expense of $4,865 in fiscal 2021 and income of $158 in fiscal 2022, which primarily reflects (i) foreign currency transaction gains in fiscal 2022 and such transaction losses in fiscal 2021 and (ii) a predominantly non-cash loss on disposal of assets of $2,809 was recorded in fiscal 2021, primarily relating to the removal of existing texturing machinery to allow for the future installation of new eAFK Evo texturing machinery.

Fiscal 2021 vs. Fiscal 2020

Other operating expense, net was $2,308 in fiscal 2020 and $4,865 in fiscal 2021, which primarily reflects severance expenses and foreign currency transaction losses in both fiscal years, plus, in fiscal 2021, a predominantly non-cash loss on disposal of assets of $2,809 was recorded, primarily relating to the removal of existing texturing machinery to allow for the future installation of new eAFK Evo texturing machinery.



Interest Expense, Net

Fiscal 2022 vs. Fiscal 2021

Interest expense, net decreased from fiscal 2021 to fiscal 2022. The decrease was attributable to greater interest income in fiscal 2022, primarily generated from foreign cash on deposit.

Fiscal 2021 vs. Fiscal 2020

Interest expense, net decreased from fiscal 2020 to fiscal 2021 primarily as a result of a lower average debt principal during fiscal 2021.

(Earnings) Loss from Unconsolidated Affiliates

The components of (earnings) loss from unconsolidated affiliates are as follows:

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Loss from PAL

 

$

 

 

$

 

 

$

960

 

Earnings from nylon joint ventures

 

 

(605

)

 

 

(739

)

 

 

(483

)

Total equity in (earnings) loss of unconsolidated affiliates

 

$

(605

)

 

$

(739

)

 

$

477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As a percentage of consolidated income (loss) before income taxes

 

 

2.3

%

 

 

1.6

%

 

 

0.8

%

Fiscal 2022 vs. Fiscal 2021

There was no material activity for fiscal 2021 or fiscal 2022.

Fiscal 2021 vs. Fiscal 2020

On April 29, 2020, UNIFI sold its 34% non-controlling interest in PAL and, accordingly, no earnings from PAL were recorded in fiscal 2021. The earnings from the nylon joint ventures increased from fiscal 2020 to fiscal 2021, primarily due to higher sales and capacity utilization.

Recovery of Non-Income Taxes, Net

Brazilian companies are subject to various taxes on business operations, including turnover taxes used to fund social security and unemployment programs, commonly referred to as PIS/COFINS taxes.  UNIFI, along with numerous other companies in Brazil, challenged the constitutionality of certain state taxes historically included in the PIS/COFINS tax base.

On May 13, 2021, Brazil’s Supreme Federal Court (“SFC”) ruled in favor of taxpayers, and on July 7, 2021, the Brazilian Internal Revenue Service withdrew its existing appeal. Following the SFC decision, the federal government will not issue refunds for these taxes but will instead allow for the overpayments and associated interest to be applied as credits against future PIS/COFINS tax obligations.

There are no limitations or restrictions on UNIFI’s ability to recover the associated overpayment claims as future income is generated. Thus, during fiscal 2021, UNIFI recorded a $9,717 recovery of non-income taxes comprised of an estimate of prior fiscal year PIS/COFINS overpayments of $6,167 and associated interest of $3,550.

During fiscal 2022, UNIFI reduced the estimated recovery by $815 based on additional clarity and the review of the recovery process during the months following the associated SFC decision.

Impairment of Investment in Unconsolidated Affiliate and Gain on Divestiture

As of March 29, 2020, UNIFI owned a 34% interest in the PAL Investment and Parkdale owned the majority 66% interest. In April 2020, UNIFI and Parkdale finalized negotiations to sell the PAL Investment to Parkdale for $60,000 and UNIFI recorded an impairment charge of $45,194 to adjust the PAL Investment to fair value. The transaction closed on April 29, 2020 and UNIFI received $60,000 in cash.

UNIFI’s 34% share of PAL’s loss subsequent to the date of the impairment charge (March 29, 2020) and through the date of transaction closing (April 29, 2020) was $2,284 and generated a gain on divestiture.


Provision for Income Taxes

The change in consolidated income taxes is as follows:

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Income (loss) before income taxes

 

$

26,828

 

 

$

46,347

 

 

$

(56,265

)

Provision for income taxes

 

 

11,657

 

 

 

17,274

 

 

 

972

 

Effective tax rate

 

 

43.5

%

 

 

37.3

%

 

 

(1.7

)%

The effective tax rate is subject to variation due to several factors, including: variability in 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 are greater when income before income taxes is lower.

Fiscal 2022 vs. Fiscal 2021

The increase in the effective tax rate from fiscal 2021 to fiscal 2022 is primarily attributable to (i) an increase in the valuation allowance in fiscal 2022 and (ii) a discrete benefit in fiscal 2021 for the retroactive GILTI high-tax exclusion.  These increases are partially offset by (i) lower U.S. tax on GILTI in in fiscal 2022 and (ii) a discrete benefit in fiscal 2022 related to a favorable Supreme Court ruling in Brazil.

Fiscal 2021 vs. Fiscal 2020

The increase in the effective tax rate from fiscal 2020 to fiscal 2021 is primarily attributable to (i) an impairment charge in fiscal 2020 for which UNIFI does not expect to realize a future benefit, (ii) an increase in foreign earnings taxed at higher rates in fiscal 2021, (iii) a higher rate impact of U.S. tax on GILTI in fiscal 2021, and (iv) the reversal of UNIFI’s permanent reinvestment assertion in fiscal 2021 with regards to certain unrepatriated foreign earnings. This increase is partially offset by a benefit in fiscal 2021 for the retroactive GILTI high-tax exclusion for prior periods.

Net Income (Loss)

Fiscal 2022 vs. Fiscal 2021

Net income for fiscal 2022 was $15,171, or $0.80 per diluted share, compared to net income of $29,073, or $1.54 per diluted share, for fiscal 2021. The decrease in net income was primarily attributable to (i) lower gross profit, (ii) a higher effective tax rate in fiscal 2022, and (iii) the favorable impact of the recovery of non-income taxes in fiscal 2021.

Fiscal 2021 vs. Fiscal 2020

Net income for fiscal 2021 was $29,073, or $1.54 per diluted share, compared to a net loss of $57,237, or $3.10 per diluted share, for fiscal 2020. The increase was primarily attributable to the impairment charge for the PAL Investment sale recorded in fiscal 2020.  Excluding the impairment charge, the increase was attributable to higher gross profit and a recovery of non-income taxes in Brazil in fiscal 2021, partially offset by the fiscal 2021 impacts of (i) higher SG&A, (ii) a higher effective tax rate, and (iii) the loss on the disposal of assets.

Adjusted EBITDA

Adjusted EBITDA decreased from $64,643 for fiscal 2021 to $55,190 for fiscal 2022, consistent with the decrease in gross profit.

Adjusted EBITDA increased from $16,553 for fiscal 2020 to $64,643 for fiscal 2021. The increase was primarily attributable to higher gross profit due to the recovery from the economic impacts of the COVID-19 pandemic, partially offset by the fiscal 2021 impacts of higher SG&A and the loss on the disposal of assets of $2,809.

Adjusted Net Income (Loss)

Adjusted Net Income decreased from $22,660 for fiscal 2021 to $14,283 for fiscal 2022, commensurate with lower gross profit and a higher effective tax rate.

Adjusted Net Income (Loss) increased from $(10,870) for fiscal 2020 to $22,660 for fiscal 2021, following the improvement in Adjusted EBITDA.


Segment Overview

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for fiscal 2022, 2021 and 2020.

Americas 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 Americas Segment are as follows:

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

483,085

 

 

 

24.9

 

 

$

386,779

 

 

 

1.7

 

 

$

380,138

 

Cost of sales

 

 

458,617

 

 

 

30.9

 

 

 

350,373

 

 

 

(5.0

)

 

 

368,976

 

Gross profit

 

 

24,468

 

 

 

(32.8

)

 

 

36,406

 

 

 

226.2

 

 

 

11,162

 

Depreciation expense

 

 

21,153

 

 

 

0.5

 

 

 

21,054

 

 

 

9.2

 

 

 

19,274

 

Segment Profit

 

$

45,621

 

 

 

(20.6

)

 

$

57,460

 

 

 

88.8

 

 

$

30,436

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

5.1

%

 

 

 

 

 

 

9.4

%

 

 

 

 

 

 

2.9

%

Segment margin

 

 

9.4

%

 

 

 

 

 

 

14.9

%

 

 

 

 

 

 

8.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

59.2

%

 

 

 

 

 

 

57.9

%

 

 

 

 

 

 

62.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

44.2

%

 

 

 

 

 

 

49.6

%

 

 

 

 

 

 

51.0

%

The changes in net sales for the Americas Segment are as follows:

Net sales for fiscal 2020

 

$

380,138

 

Increase in sales volumes

 

 

3,333

 

Net change in average selling price and sales mix

 

 

3,308

 

Net sales for fiscal 2021

 

$

386,779

 

 

 

 

 

 

Net sales for fiscal 2021

 

$

386,779

 

Net change in average selling price and sales mix

 

 

80,337

 

Increase due to an additional week of sales in fiscal 2022

 

 

8,703

 

Increase in sales volumes

 

 

7,266

 

Net sales for fiscal 2022

 

$

483,085

 

The increase in net sales for the Americas Segment from fiscal 2021 to fiscal 2022 was primarily attributable to (i) higher average selling prices in response to increasing input costs and (ii) an additional week of sales in fiscal 2022.

The increase in net sales for the Americas Segment from fiscal 2020 to fiscal 2021 was primarily attributable to the pandemic recovery that led to a better sales mix and higher sales volumes in fiscal 2021.

The changes in Segment Profit for the Americas Segment are as follows:

Segment Profit for fiscal 2020

 

$

30,436

 

Change in underlying margins and sales mix

 

 

26,757

 

Increase in sales volumes

 

 

267

 

Segment Profit for fiscal 2021

 

$

57,460

 

 

 

 

 

 

Segment Profit for fiscal 2021

 

$

57,460

 

Change in underlying margins and sales mix

 

 

(12,918

)

Increase in sales volumes

 

 

1,079

 

Segment Profit for fiscal 2022

 

$

45,621

 

The decrease in Segment Profit for the Americas Segment from fiscal 2021 to fiscal 2022 was primarily attributable to the adverse impacts of higher input costs outpacing selling price adjustments and weaker labor productivity.

The increase in Segment Profit for the Americas Segment from fiscal 2020 to fiscal 2021 was primarily attributable to the pandemic recovery that led to improved manufacturing productivity and conversion margin.


Brazil 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 Brazil Segment are as follows:

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

126,066

 

 

 

31.4

 

 

$

95,976

 

 

 

30.9

 

 

$

73,339

 

Cost of sales

 

 

98,925

 

 

 

53.9

 

 

 

64,281

 

 

 

3.4

 

 

 

62,144

 

Gross profit

 

 

27,141

 

 

 

(14.4

)

 

 

31,695

 

 

 

183.1

 

 

 

11,195

 

Depreciation expense

 

 

1,500

 

 

 

14.1

 

 

 

1,315

 

 

 

(5.1

)

 

 

1,385

 

Segment Profit

 

$

28,641

 

 

 

(13.2

)

 

$

33,010

 

 

 

162.4

 

 

$

12,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

21.5

%

 

 

 

 

 

 

33.0

%

 

 

 

 

 

 

15.3

%

Segment margin

 

 

22.7

%

 

 

 

 

 

 

34.4

%

 

 

 

 

 

 

17.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

15.5

%

 

 

 

 

 

 

14.4

%

 

 

 

 

 

 

12.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

27.8

%

 

 

 

 

 

 

28.5

%

 

 

 

 

 

 

21.1

%

The changes in net sales for the Brazil Segment are as follows:

Net sales for fiscal 2020

 

$

73,339

 

Increase in average selling price and change in sales mix

 

 

20,459

 

Increase in sales volumes

 

 

17,297

 

Unfavorable foreign currency translation effects

 

 

(15,119

)

Net sales for fiscal 2021

 

$

95,976

 

 

 

 

 

 

Net sales for fiscal 2021

 

$

95,976

 

Increase in average selling price and change in sales mix

 

 

26,343

 

Favorable foreign currency translation effects

 

 

2,757

 

Increase in sales volumes

 

 

990

 

Net sales for fiscal 2022

 

$

126,066

 

The increase in net sales for the Brazil Segment from fiscal 2021 to fiscal 2022 was primarily attributable to higher selling prices associated with higher input costs and favorable foreign currency translation effects.

The increase in net sales for the Brazil Segment from fiscal 2020 to fiscal 2021 was primarily attributable to the Brazil Segment’s ability to (i) capture market share from competitors during Brazil’s economic recovery following the most severe impacts of the COVID-19 pandemic and (ii) an increase in selling prices, partially offset by unfavorable foreign currency translation effects.

The changes in Segment Profit for the Brazil Segment are as follows:

Segment Profit for fiscal 2020

 

$

12,580

 

Increase in underlying margins

 

 

20,318

 

Increase in sales volumes

 

 

2,908

 

Unfavorable foreign currency translation effects

 

 

(2,796

)

Segment Profit for fiscal 2021

 

$

33,010

 

 

 

 

 

 

Segment Profit for fiscal 2021

 

$

33,010

 

Decrease in underlying margins

 

 

(5,773

)

Favorable foreign currency translation effects

 

 

1,063

 

Increase in sales volumes

 

 

341

 

Segment Profit for fiscal 2022

 

$

28,641

 

The decrease in Segment Profit for the Brazil Segment from fiscal 2021 to fiscal 2022 was primarily attributable to an overall decrease in gross margin following the normalization of the competitive environment in Brazil, which was exceptionally favorable for the Brazil Segment during the fiscal 2021 economic recovery.

The increase in Segment Profit for the Brazil Segment from fiscal 2020 to fiscal 2021 was primarily attributable to an improved sales mix and conversion margin combined with higher sales volumes stemming from a temporarily improved competitive position in Brazil, partially offset by unfavorable foreign currency translation effects.


Asia 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 Asia Segment are as follows:

 

 

Fiscal 2022

 

 

% Change

 

 

Fiscal 2021

 

 

% Change

 

 

Fiscal 2020

 

Net sales

 

$

206,607

 

 

 

11.8

 

 

$

184,837

 

 

 

20.8

 

 

$

153,032

 

Cost of sales

 

 

177,731

 

 

 

11.5

 

 

 

159,444

 

 

 

16.9

 

 

 

136,349

 

Gross profit

 

 

28,876

 

 

 

13.7

 

 

 

25,393

 

 

 

52.2

 

 

 

16,683

 

Depreciation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

$

28,876

 

 

 

13.7

 

 

$

25,393

 

 

 

52.2

 

 

$

16,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

14.0

%

 

 

 

 

 

 

13.7

%

 

 

 

 

 

 

10.9

%

Segment margin

 

 

14.0

%

 

 

 

 

 

 

13.7

%

 

 

 

 

 

 

10.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage

  of consolidated amount

 

 

25.3

%

 

 

 

 

 

 

27.7

%

 

 

 

 

 

 

25.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit as a percentage

  of consolidated amount

 

 

28.0

%

 

 

 

 

 

 

21.9

%

 

 

 

 

 

 

27.9

%

The changes in net sales for the Asia Segment are as follows:

Net sales for fiscal 2020

 

$

153,032

 

Change in average selling price and sales mix

 

 

(16,074

)

Net increase in sales volumes

 

 

39,320

 

Favorable foreign currency translation effects

 

 

8,559

 

Net sales for fiscal 2021

 

$

184,837

 

 

 

 

 

 

Net sales for fiscal 2021

 

$

184,837

 

Change in average selling price and sales mix

 

 

9,686

 

Net increase in sales volumes

 

 

8,298

 

Favorable foreign currency translation effects

 

 

3,786

 

Net sales for fiscal 2022

 

$

206,607

 

The increase in net sales for the Asia Segment from fiscal 2021 to fiscal 2022 was primarily attributable to the continued momentum of REPREVE-branded products contributing to underlying sales growth, partially offset by supply chain and shipping challenges in Asia in connection with pandemic-related lockdowns during the fourth quarter of fiscal 2022.

The increase in net sales for the Asia Segment from fiscal 2020 to fiscal 2021 was primarily attributable to the continued momentum of REPREVE-branded products contributing to underlying sales growth, partially offset by (i) overall lower sales volumes during the first half of fiscal 2021, driven by the adverse impacts of the COVID-19 pandemic on global demand and (ii) a lower-priced sales mix.

The changes in Segment Profit for the Asia Segment are as follows:

Segment Profit for fiscal 2020

 

$

16,683

 

Change in underlying margins and sales mix

 

 

4,584

 

Increase in sales volumes

 

 

3,156

 

Favorable foreign currency translation effects

 

 

970

 

Segment Profit for fiscal 2021

 

$

25,393

 

 

 

 

 

 

Segment Profit for fiscal 2021

 

$

25,393

 

Change in underlying margins and sales mix

 

 

1,824

 

Increase in sales volumes

 

 

1,140

 

Favorable foreign currency translation effects

 

 

519

 

Segment Profit for fiscal 2022

 

$

28,876

 

The increase in Segment Profit for the Asia Segment from fiscal 2021 to fiscal 2022 was primarily attributable to higher sales volumes with a stronger sales mix in fiscal 2022.

The increase in Segment Profit for the Asia Segment from fiscal 2020 to fiscal 2021 was primarily attributable to raw material cost benefits achieved on certain product lines, an improved sales mix, and higher sales volumes.


Liquidity and Capital Resources

UNIFI’s primary capital requirements are for working capital, capital expenditures, debt service and share repurchases.  UNIFI’s primary sources of capital are cash generated from operations and borrowings available under the ABL Revolver (as defined below) of its credit facility.  

As of July 3, 2022, all of UNIFI’s $114,290 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, and 99% of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of 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 July 3, 2022 for domestic operations compared to foreign operations:

 

 

Domestic

 

 

Foreign

 

 

Total

 

Cash and cash equivalents

 

$

527

 

 

$

52,763

 

 

$

53,290

 

Borrowings available under financing arrangements

 

 

51,409

 

 

 

 

 

 

51,409

 

Liquidity

 

$

51,936

 

 

$

52,763

 

 

$

104,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

 

$

90,963

 

 

$

152,511

 

 

$

243,474

 

Total debt obligations

 

$

114,290

 

 

$

 

 

$

114,290

 

For fiscal 2022, cash generated from operations was $380 and at July 3, 2022, excess availability under the ABL Revolver was $51,409. In fiscal 2022, demand recovery and inflation generated an increase in our working capital, and when combined with capital expenditures, debt service and routine tax payments, we had a net use of cash in fiscal 2022. However, our liquidity position (calculated in the table above) remains elevated and is expected to be adequate to allow UNIFI to manage through the current macro-economic environment and to quickly respond to demand recovery.

UNIFI considers $26,253 of its unremitted foreign earnings to be permanently reinvested to fund working capital requirements and operations abroad, and has therefore not recognized a deferred tax liability for the estimated future taxes that would be incurred upon repatriation. If these earnings were distributed in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, UNIFI could be subject to additional tax liabilities of approximately $6,046.

Liquidity Considerations

Operationally, UNIFI navigated the impact on liquidity of the COVID-19 pandemic by diligently managing the balance sheet and operational spending, in addition to utilizing cash received from a minority interest divestiture in April 2020. Following the COVID-19 pandemic, global demand recovery allowed for strong results and cash generation in fiscal 2021. However, inflationary pressures and demand uncertainty throughout fiscal 2022 and entering into fiscal 2023 have created new risks to liquidity.

Currently, UNIFI’s cash and liquidity positions are sufficient to sustain its operations and meet its long-term financial targets. However, further degradation in the macro-economic environment could introduce additional liquidity risk and require UNIFI to limit cash outflows for capital expenditures and discretionary activities, while also utilizing available and additional forms of credit. Thus far we:

have not accessed public or private capital markets for recent liquidity needs;

 

We have not taken advantage of rent, lease or debt deferrals, forbearance periods or other concessions, nor have we modified any material agreements to provide concessions.

We have not relied on supply chain financing, structured trade payables or vendor financing.

We are not at material risk of not meeting our financial covenants.

We continue to maintain significant borrowing availability on our existing credit facility.

Lastly, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) allowed UNIFI to defer certain employer payroll tax payments to future periods, extend utilization of a net operating loss carryback, and attain certain employee retention credits, all of which are not material to our short- and long-term liquidity position. We have not applied for or obtained any other material federal or state assistance.

Now that global demand pressures are less severe and the textile supply chain appears to be recovering, we expect our significant cash balances and available borrowings to continue to provide adequate liquidity during the lingering pressures of the COVID-19 pandemic. Accordingly, and because of global demand recovery that has occurred thus far, we do not currently anticipateexpect our cost of or access to existing capital and funding sources to change materially; however, new capital and funding sources (if any) may carry higher costs than our current structure;

have not taken advantage of rent, lease or debt deferrals, forbearance periods, or other concessions, nor have we modified any adverse eventsmaterial agreements to provide concessions; and

have not relied on supply chain financing, structured trade payables, or circumstances will place critical pressure on our liquidity position and ability to fund our operations, capital expenditures, and expected business growth during fiscal 2022. Should global demand and economic activity decline again beyond thevendor financing.

Although short-term global demand appears somewhat uncertain, we do not currently anticipate that any adverse events or circumstances will place critical pressure on (i) our liquidity position; (ii) our ability to fund our operations, capital expenditures, and expected business growth; or (iii) the financial targets we have set for fiscal 2025. Should global demand, economic activity, or input availability decline considerably for a prolonged period of time (for example, in connection with the Russia-Ukraine conflict or the macro-economic factors leading to inflation and a potential recession), UNIFI maintains the ability to (i) seek additional credit or financing arrangements or extensions of existing arrangements and/or (ii) re-implement cost reduction initiatives to preserve cash and secure the longevity of the business and operations.

As we anticipate further business recovery to occur throughout fiscal 2022, we expect the majority of our capital will be deployed to upgrading the machinery in our Americas manufacturing facilities via capital expenditures.

Additionally, UNIFI considers opportunities to deploy existing cash to preserve or enhance liquidity. In August 2022, we repatriated approximately $14,000 from our operations in Asia to the U.S. via an existing intercompany note and, after remitting the appropriate withholding taxes, utilized the cash to reduce our outstanding revolver borrowings, thereby increasing the availability.

During fiscal 2023, we expect the majority of our capital will be deployed to (i) upgrade the machinery in our U.S., El Salvador and Brazil manufacturing facilities via capital expenditures and (ii) support further working capital needs associated with increased sales. Nonetheless, we understand the current global economic risks and we are prepared to act swiftly and diligently to ensure the vitality of the business.


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

 

 

 

 

 

 

 

 

 

 

Scheduled

 

Interest Rate as of

 

Principal Amounts as of

 

 

 

Maturity Date

 

July 3, 2022

 

July 3, 2022

 

 

June 27, 2021

 

ABL Revolver

 

December 2023

 

3.2%

 

 

$

41,300

 

 

$

 

ABL Term Loan

 

December 2023

 

3.2%

 

 

 

65,000

 

 

 

77,500

 

Finance lease obligations

 

(1)

 

3.6%

 

 

 

7,261

 

 

 

8,475

 

Construction financing

 

(2)

 

1.9%

 

 

 

729

 

 

 

882

 

Total debt

 

 

 

 

 

 

 

114,290

 

 

 

86,857

 

Current ABL Term Loan

 

 

 

 

 

 

 

(10,000

)

 

 

(12,500

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

(1,726

)

 

 

(3,545

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

(255

)

 

 

(476

)

Total long-term debt

 

 

 

 

 

 

$

102,309

 

 

$

70,336

 

(1)

Scheduled maturity dates and the weighted average interest rates for borrowingsfinance lease obligations range from March 2025 to November 2027, as well as the applicable current portion of long-term debt:

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

Scheduled

 

Interest Rate as of

 

Principal Amounts as of

 

 

 

Maturity Date

 

June 27, 2021

 

June 27, 2021

 

 

June 28, 2020

 

ABL Revolver

 

December 2023

 

0.0%

 

 

$

 

 

$

 

ABL Term Loan

 

December 2023

 

3.1%

(1)

 

 

77,500

 

 

 

87,500

 

Finance lease obligations

 

(2)

 

3.6%

 

 

 

8,475

 

 

 

11,381

 

Construction financing

 

(3)

 

2.3%

 

 

 

882

 

 

 

 

Total debt

 

 

 

 

 

 

 

86,857

 

 

 

98,881

 

Current ABL Term Loan (4)

 

 

 

 

 

 

 

(12,500

)

 

 

(10,000

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

(3,545

)

 

 

(3,563

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

(476

)

 

 

(711

)

Total long-term debt

 

 

 

 

 

 

$

70,336

 

 

$

84,607

 

(1)

Includes the effects of interest rate swaps.further outlined in Note 4, “Leases.”

(2)

Scheduled maturity dates for finance lease obligations range from May 2022 to November 2027, as further outlined in Note 4, “Leases.”

(3)

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

(4)

Because fiscal 2022 is a 53-week fiscal year, five regularly scheduled ABL Term Loan principal payments are disclosed in the current portion of long-term debt to reflect the amount due within the operating cycle and fiscal year ending July 3, 2022.


ABL Facility and Amendments

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 (together with all previous and subsequent amendments, 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 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 the ABL Term Loan reset were used to pay down the amount outstanding on the ABL Revolver.  Additionally, the 2018 Amendment resulted in a loss on extinguishment of debt of $131 in connection with the write-off of certain unamortized debt issuance costs.

In connection and concurrent with the sale of UNIFI’s 34% interest in PAL on April 29, 2020, UNIFI entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”).  The Fourth Amendment among other things: (i) revised the definition of permitted dispositions within the Credit Agreement to include the sale by Unifi Manufacturing, Inc. of its equity interest in PAL so long as the aggregate net cash proceeds received equaled or exceeded $60,000 and such sale occurred on or before May 15, 2020; (ii) revised the terms of the Credit Agreement to allow the net cash proceeds from the sale of PAL to be applied to the outstanding principal amount of the ABL Revolver until paid in full with the remaining net cash proceeds retained by UNIFI, so long as certain conditions were met; and (iii) revised the terms of the Credit Agreement to allow the lenders to make changes to the benchmark interest rate without further amendment should LIBOR temporarily or permanently cease to exist and a transition to a new benchmark interest rate such as the Secured Overnight Financing Rate (“SOFR”) be required for future ABL Facility borrowings.

On February 5, 2021, Unifi, Inc. and certain of its subsidiaries entered into the Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth Amendment”). The Fifth Amendment generally allowed for share repurchases up to $5,000 to be conducted from cash on-hand through June 30, 2021.  

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 a certain subsidiary guarantor (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 availabilitydiscussion below under the ABL Revolver falls below the Trigger Level (as defined in the Credit Agreement), a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a quarterly basis of at least 1.05 to 1.00 becomes effective. The Trigger Level as of June 27, 2021 was $22,188. In addition, the ABL Facility contains restrictions on particular payments and investments, including certain restrictions on the payment of dividends and share repurchases. 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.subheading “Construction Financing” for further information.

ABL Facility and Amendments

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 (together with all previous and subsequent amendments, 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 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 connection and concurrent with the sale of UNIFI’s 34% interest in PAL on April 29, 2020, UNIFI entered into the Fourth Amendment to Amended and Restated Credit Agreement (the “Fourth Amendment”).  The Fourth Amendment, among other things, revised the: (i) definition of permitted dispositions within the Credit Agreement to include the sale by Unifi Manufacturing, Inc. of its equity interest in PAL so long as the aggregate net cash proceeds received equaled or exceeded $60,000 and such sale occurred on or before May 15, 2020; (ii) terms of the Credit Agreement to allow the net cash proceeds from the sale of PAL to be applied to the outstanding principal amount of the ABL Revolver until paid in full with the remaining net cash proceeds retained by UNIFI, so long as certain conditions were met; and (iii) terms of the Credit Agreement to allow the lenders to make changes to the benchmark interest rate without further amendment should LIBOR temporarily or permanently cease to exist and a transition to a new benchmark interest rate such as the Secured Overnight Financing Rate (“SOFR”) be required for future ABL Facility borrowings.

On February 5, 2021, UNIFI entered into the Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth Amendment”). The Fifth Amendment generally allowed for share repurchases up to $5,000 to be conducted from cash on-hand through June 30, 2021.  

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 a certain subsidiary guarantor (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 Trigger Level (as defined in the Credit Agreement), a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a quarterly basis of at least 1.05 to 1.00 becomes effective. The Trigger Level as of July 3, 2022 was $20,625. In addition, the ABL Facility contains restrictions on particular payments and investments, including certain restrictions on the payment of dividends and share repurchases. 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 LIBOR plus an applicable margin of 1.25% to 1.75%, or the Base Rate (as defined below) plus an applicable margin of 0.25% to 0.75%, with interest currently being paid on a monthly basis. The applicable 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 (i) the prime lending rate as publicly announced from time to time by Wells Fargo Bank, National Association, (ii) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, and (iii) 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 inventories 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 July 3, 2022: UNIFI was in compliance with all financial covenants in the Credit Agreement; excess availability under the ABL Revolver was $51,409; UNIFI had $0 of standby letters of credit; and the fixed charge coverage ratio was (0.24) to 1.00. Management maintains the capability to improve the fixed charge coverage ratio utilizing existing foreign cash and cash equivalents.

UNIFI had maintained three interest rate swaps that fix LIBOR at approximately 1.9% on $75,000 of variable-rate debt. Such swaps terminated in May 2022.

UNIFI currently utilizes variable-rate borrowings under the ABL Facility that are made with reference to USD LIBOR Rate Loans. Management will continue to monitor the potential termination of LIBOR and the potential impact on UNIFI’s operations. However, as a result of the Fourth Amendment, 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.

Finance Lease Obligations

During fiscal 2022, UNIFI entered into finance lease obligations totaling $2,493 for eAFK Evo texturing machines.  The maturity dates of these obligations occur during fiscal 2027 with interest rates between 3.0% and 4.4%. UNIFI’s ability to borrow under the ABL Revolver is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventories 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 June 27, 2021: UNIFI was in compliance with all financial covenants in the Credit Agreement; excess availability under the ABL Revolver was $65,891; UNIFI had $0 of standby letters of credit; and the fixed charge coverage ratio was 0.60 to 1.00. Management maintains the capability to improve the fixed charge coverage ratio utilizing existing foreign 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.

UNIFI currently utilizes variable-rate borrowings under the ABL Facility that are made with reference to USD LIBOR Rate Loans and is party to LIBOR-based interest rate swaps. Management will continue to monitor the potential termination of LIBOR and the potential impact on UNIFI’s operations. However, as a result of the Fourth Amendment, 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.


Finance Lease Obligations

During fiscal 2021, UNIFI entered into finance lease obligations totaling $740 for certain transportation equipment.  The maturity date of these obligations is June 2025 with an interest rate of 3.8%.

During fiscal 2020, UNIFI entered into finance lease obligations totaling $6,301 for certain transportation equipment.  The maturity date of these obligations range from March 2025 to November 2026 with interest rates ranging from 3.1% to 3.5%.

Construction Financing

In May 2021, UNIFI entered into an agreement with a third party lender that provides for construction-period financing for certain build-to-suit assets.eAFK Evo texturing machines included in our capital allocation plans. UNIFI will recordrecords project costs to construction in progress and the corresponding liability to construction financing (within long-term debt). The agreement provides for monthly, interest-only payments during the construction period, at a rate of LIBORSOFR plus 2.2%1.25%, and contains terms customary for a financing of this type.

TheEach borrowing under the agreement provides for 60 monthly payments, which will commence upon the completion of the construction period with an interest rate at fiscal year-end of approximately 2.8%4.4%. In connection with this construction financing arrangement, UNIFI recorded long-term debthas borrowed a total of $882.$3,222 and transitioned $2,493 of completed asset costs to finance lease obligations as of July 3, 2022.

Scheduled Debt Maturities

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the following five fiscal years and thereafter. Because fiscal 2022 is a 53-week fiscal year, five regularly scheduled ABL Term Loan principal payments are disclosed in the table below and the current portion of long-term debt to reflect the amount due within the operating cycle and fiscal year ending July 3, 2022:

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Thereafter

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Fiscal 2027

 

 

Thereafter

 

ABL Revolver

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

41,300

 

 

$

 

 

$

 

 

$

 

 

$

 

ABL Term Loan

 

 

12,500

 

 

 

10,000

 

 

 

55,000

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

55,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease obligations

 

 

3,545

 

 

 

1,257

 

 

 

1,301

 

 

 

1,195

 

 

 

733

 

 

 

444

 

 

 

1,726

 

 

 

1,787

 

 

 

1,699

 

 

 

1,255

 

 

 

732

 

 

 

62

 

Total (1)

 

$

16,045

 

 

$

11,257

 

 

$

56,301

 

 

$

1,195

 

 

$

733

 

 

$

444

 

 

$

11,726

 

 

$

98,087

 

 

$

1,699

 

 

$

1,255

 

 

$

732

 

 

$

62

 

 

 

(1)

Total reported excludes $882$729 for construction financing, described above.

 

Further discussion of the terms and conditions of the Credit Agreement and the Company’s existing indebtedness is outlined in Note 12, “Long-Term Debt,” to the accompanying consolidated financial statements.


Net Debt (Non-GAAP Financial Measure)

The reconciliations for Net Debt are as follows:

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Long-term debt

 

$

70,336

 

 

$

84,607

 

 

$

102,309

 

 

$

70,336

 

Current portion of long-term debt

 

 

16,045

 

 

 

13,563

 

 

 

11,726

 

 

 

16,045

 

Unamortized debt issuance costs

 

 

476

 

 

 

711

 

 

 

255

 

 

 

476

 

Debt principal

 

 

86,857

 

 

 

98,881

 

 

 

114,290

 

 

 

86,857

 

Less: cash and cash equivalents

 

 

78,253

 

 

 

75,267

 

 

 

53,290

 

 

 

78,253

 

Net Debt

 

$

8,604

 

 

$

23,614

 

 

$

61,000

 

 

$

8,604

 


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

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

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2022

 

 

Fiscal 2021

 

Cash and cash equivalents

 

$

78,253

 

 

$

75,267

 

 

$

53,290

 

 

$

78,253

 

Receivables, net

 

 

94,837

 

 

 

53,726

 

 

 

106,565

 

 

 

94,837

 

Inventories

 

 

141,221

 

 

 

109,704

 

 

 

173,295

 

 

 

141,221

 

Income taxes receivable

 

 

2,392

 

 

 

4,033

 

 

 

160

 

 

 

2,392

 

Other current assets

 

 

12,364

 

 

 

11,763

 

 

 

18,956

 

 

 

12,364

 

Accounts payable

 

 

(54,259

)

 

 

(25,610

)

 

 

(73,544

)

 

 

(54,259

)

Other current liabilities

 

 

(31,638

)

 

 

(13,689

)

 

 

(19,806

)

 

 

(31,638

)

Income taxes payable

 

 

(1,625

)

 

 

(349

)

 

 

(1,526

)

 

 

(1,625

)

Current operating lease liabilities

 

 

(1,856

)

 

 

(1,783

)

 

 

(2,190

)

 

 

(1,856

)

Current portion of long-term debt

 

 

(16,045

)

 

 

(13,563

)

 

 

(11,726

)

 

 

(16,045

)

Working capital

 

$

223,644

 

 

$

199,499

 

 

$

243,474

 

 

$

223,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Cash and cash equivalents

 

 

(78,253

)

 

 

(75,267

)

 

 

(53,290

)

 

 

(78,253

)

Less: Income taxes receivable

 

 

(2,392

)

 

 

(4,033

)

 

 

(160

)

 

 

(2,392

)

Less: Certain current liabilities

 

 

19,526

 

 

 

15,695

 

Less: Income taxes payable

 

 

1,526

 

 

 

1,625

 

Less: Current operating lease liabilities

 

 

2,190

 

 

 

1,856

 

Less: Current portion of long-term debt

 

 

11,726

 

 

 

16,045

 

Adjusted Working Capital

 

$

162,525

 

 

$

135,894

 

 

$

205,466

 

 

$

162,525

 

 

Working capital increased from $199,499 as of June 28, 2020 to $223,644 as of June 27, 2021 to $243,474 as of July 3, 2022, while Adjusted Working Capital increased from $135,894$162,525 to $162,525,$205,466, both primarily in connection with the contrast of (i) lower working capital at June 28, 2020 due to the significant demand pressures caused by the COVID-19 pandemic and (ii) higher working capital at June 27, 2021 due to substantial business recovery and higher raw materialinput costs. Working capital and Adjusted Working Capital are within the range of management’s expectations based on the composition of the underlying business and global structure.

 

The increasedecrease in cash and cash equivalents was primarily driven by the operating cash flows generated by our global operations, partially offset bycapital expenditures and scheduled debt service payments.service. The increase in receivables, net andwas due primarily to an increase in selling prices as a result of higher raw material costs in fiscal 2022, partially offset by a decrease in banker’s acceptance notes held by our Asia Segment.  The increase in inventories was primarily attributable to increased saleshigher raw material costs in fiscal 2021 following low sales activity in the June 2020 quarter due to significantly suppressed demand levels caused by the COVID-19 pandemic. The change in income taxes receivable was insignificant.2022. The increase in other current assets was primarily due to the current portionreclassification of Brazil’s recovery of non-income taxtaxes from long-term to current based on an accelerated recovery in Brazil, partially offset by a decline in contract assets.timeline. The increase in accounts payable was consistent with the increasehigher raw material costs in sales and production activity following business recovery during fiscal 2021.2022. The increasedecrease in other current liabilities was primarily attributable to higherless incentive compensation accrualsearned in fiscal 20212022. Income taxes receivable and an increase in deferred revenue associated with increased sales activity in the Asia Segment. Included within certain current liabilities, the changes in income taxes payable are immaterial to working capital and Adjusted Working Capital. The change in current portion of operating lease liabilities were insignificant and thewas insignificant. The change in current portion of long-term debt primarily reflects an additional term loanthe five quarterly principal payment scheduled inpayments occurring within the 53-week fiscal 2022 year reflected as discussed above within Scheduled Debt Maturities.current at the end of fiscal 2021.

Capital Projects

In fiscal 2021,2022, UNIFI invested $21,178$39,631 in capital projects, primarily relating to (i) eAFK Evo texturing machinery, (ii) further improvements in production capabilities and technology enhancements in the Americas, (ii) eAFK EVO texturing machinery, and (iii) 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.

In fiscal 2021, UNIFI invested $21,178 in capital projects, primarily relating to (i) further improvements in production capabilities and technology enhancements in the Americas, (ii) eAFK Evo texturing machines, and (iii) 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.


In fiscal 2020 and in response to the adverse liquidity impacts of COVID-19, we invested approximately $18,500 in capital projects that included (i) a priority on safety and maintenance capital expenditures to allow continued efficient production and (ii) making further improvements in production capabilities and technology enhancements in the Americas. 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. We also added approximately $6,000 of transportation equipment under new finance leases.

In fiscal 2019, we invested approximately $25,000 in capital projects, which included (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) annual maintenance capital expenditures.

In fiscal 2022,2023, UNIFI expects to invest between $40,000$35,000 and $45,000$40,000 in capital projects, to include (i) making further improvements in production capabilities and technology enhancements in the Americas, including the continued purchase and installation of new eAFK EVOEvo texturing machines, and (ii) annual maintenance capital expenditures.  UNIFI will seek to ensure maintenance capital expenditures are sufficient to allow continued production at high efficiencies.

The total amount ultimately invested for fiscal 20222023 could be more or less than the currently estimated amount depending on the timing and scale of contemplated initiatives and is expected to be funded primarily by existing cash provided by operating activities and cash equivalents.other borrowings.  UNIFI expects recent and future capital projects to provide benefits to future profitability. The additional assets from these capital projects consist primarily of machinery and equipment.


Share Repurchase Program

On October 31, 2018, UNIFI announced that the Board 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, through private transactions, or via 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 June 27, 2021,July 3, 2022, UNIFI repurchased a total of 84701 shares at an average price of $23.72,$15.90, leaving $48,008$38,859 available for repurchase under the 2018 SRP. UNIFI will continue to evaluate opportunities to use excess cash flows from operations or existing borrowings to repurchase additional stock, while maintaining sufficient liquidity to support its operational needs and to fund future strategic growth opportunities.

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 provided by operating activities, and borrowings available under the ABL Revolvercredit facility will enable UNIFI to comply with the terms of its indebtedness and meet its foreseeable liquidity requirements.  Domestically, UNIFI’s 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 foreign operations, UNIFI expects its existing cash balances, and cash provided by operating activities and available foreign financing arrangements will provide the needed liquidity to fund its foreignthe associated operating activities and any foreign investing activities, such as future capital expenditures.  However, expansion of ourUNIFI’s foreign operations may require cash sourced from our domestic subsidiaries.in Asia and Brazil are in a position to obtain local country financing arrangements due to the strong operating results of each subsidiary.

Cash Provided by Operating Activities

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

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Depreciation and amortization expense

 

 

25,528

 

 

 

23,653

 

 

 

23,003

 

 

 

26,207

 

 

 

25,528

 

 

 

23,653

 

Equity in (earnings) loss of unconsolidated affiliates

 

 

(739

)

 

 

477

 

 

 

(3,968

)

 

 

(605

)

 

 

(739

)

 

 

477

 

Recovery of non-income taxes

 

 

(9,717

)

 

 

 

 

 

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(9,717

)

 

 

 

Impairment of investment in unconsolidated affiliate

 

 

 

 

 

45,194

 

 

 

 

 

 

 

 

 

 

 

 

45,194

 

Gain on sale of investment in unconsolidated affiliate

 

 

 

 

 

(2,284

)

 

 

 

 

 

 

 

 

 

 

 

(2,284

)

Non-cash compensation expense

 

 

3,462

 

 

 

3,999

 

 

 

3,258

 

 

 

3,555

 

 

 

3,462

 

 

 

3,999

 

Deferred income taxes

 

 

5,087

 

 

 

(4,011

)

 

 

423

 

 

 

(3,119

)

 

 

5,087

 

 

 

(4,011

)

Subtotal

 

 

52,694

 

 

 

9,791

 

 

 

25,172

 

 

 

42,024

 

 

 

52,694

 

 

 

9,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received from unconsolidated affiliates

 

 

750

 

 

 

10,437

 

 

 

2,647

 

 

 

750

 

 

 

750

 

 

 

10,437

 

Change in inventories

 

 

(28,069

)

 

 

15,792

 

 

 

(15,838

)

 

 

(34,749

)

 

 

(28,069

)

 

 

15,792

 

Other changes in assets and liabilities

 

 

11,306

 

 

 

16,704

 

 

 

(4,697

)

 

 

(7,645

)

 

 

11,306

 

 

 

16,704

 

Net cash provided by operating activities

 

$

36,681

 

 

$

52,724

 

 

$

7,284

 

 

$

380

 

 

$

36,681

 

 

$

52,724

 

Fiscal 2022 Compared to Fiscal 2021

The decrease in net cash provided by operating activities from fiscal 2021 to fiscal 2022 was primarily due to an increase in working capital associated with (i) higher raw material costs and consolidated sales activity driving higher inventory and accounts receivable balances and (ii) lower other current liabilities resulting from the payment of incentive compensation earned in fiscal 2021.


Fiscal 2021 Compared to Fiscal 2020

The decrease in net cash provided by operating activities from fiscal 2020 to fiscal 2021 was primarily due to (i) the impact on working capital created by the contrast in business activity at the end of each fiscal year as further described within the working capital discussion above, and (ii) the $10,437 of distributions received from PAL in fiscal 2020. The decrease was partially offset by a significant increase in Adjusted EBITDA from fiscal 2020 to fiscal 2021.

Fiscal 2020 Compared to Fiscal 2019

The increase in net cash provided by operating activities from fiscal 2019 to fiscal 2020 was primarily due to (i) $10,437 of distributions received from PAL in fiscal 2020 and (ii) the favorable impact on working capital of both (a) a more favorable raw material cost environment in fiscal 2020 and (b) lower receivables and inventory levels driven by the demand pressures of the COVID-19 pandemic.


Cash (Used) Provided by Investing Activities and Financing Activities

Fiscal 2022

UNIFI used $41,734 for investing activities and provided $17,965 for financing activities during fiscal 2022. Significant investing activities included $39,631 for capital expenditures, which primarily relate to ongoing maintenance capital expenditures along with production capabilities and technology enhancements in the Americas. Significant financing activities included $28,800 of net borrowings against the ABL Facility, along with $3,707 of payments on finance lease obligations and $9,151 for share repurchases during fiscal 2022.

Fiscal 2021

UNIFI used $24,621 for investing activities and used $12,875 for financing activities during fiscal 2021. Significant investing activities included (i) approximately $21,000 for capital expenditures whichthat primarily relate to ongoing maintenance capital expenditures along with production capabilities and technology enhancements in the Americas and (ii) approximately $3,600 for intangible asset purchases in connection with two bolt-on asset acquisitions in an effort to expand our customer portfolios in the U.S.  Significant financing activities included $10,000 of net payments against the ABL Facility, along with $3,646 of payments on finance lease obligations.

Fiscal 2020

UNIFI generated $41,574 from net investing activities and utilized $37,922 for net financing activities during fiscal 2020. Significant investing activities included the $60,000 sale of the PAL Investment, partially offset by $18,509 for capital expenditures, which primarily relate to ongoing maintenance capital expenditures, along with production capabilities and technology enhancements in the Americas. Significant financing activities included $29,400 of net payments against the ABL Facility using approximately half of the PAL Investment sale proceeds, along with $6,035 of payments on finance lease obligations.

Fiscal 2019

UNIFI utilized $24,936 for net investing activities and utilized $4,626 for net financing activities during fiscal 2019. Significant investing activities included $24,871 for capital expenditures, which primarily relate to ongoing maintenance capital expenditures, along with production capabilities and technology enhancements in the Americas. Significant financing activities included $3,800 of net borrowings against the ABL Facility to fund capital expenditure activities and $7,019 for payments on finance lease obligations.

Contractual Obligations

In addition to management’s discussion and analysis surrounding our liquidity and capital resources, long-term debt, finance leases, operating leases, and the associated principal and interest components thereof, as of June 27, 2021,July 3, 2022, UNIFI’s contractual obligations consisted of the following additional concepts and considerations.

 

 

1.

Capital purchase obligations relate to contracts with vendors for the construction or purchase of assets, primarily for the normal course operations in our manufacturing facilities. Such obligations are approximately $24,000, $25,000$32,000 and $12,000 for fiscal years 2022, 2023 and 2024, respectively.

 

 

2.

Purchase obligations are agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Such obligations, predominantly related to ongoing operations and service contracts in support of normal course business, range from approximately $5,000 to $10,000 per annum and vary based on the renewal timing of specific commitments and the range of services received.

 

 

3.

Non-capital purchase orders totaled approximately $55,000$75,000 at the end of fiscal 20212022 and are expected to be settled in fiscal 2022.2023.  Such open purchase orders are in the ordinary course of business for the procurement of (i) raw materials used in the production of inventory, (ii) certain consumables and outsourced services used in UNIFI’s manufacturing processes, and (iii) selected finished goods for resale sourced from third-party suppliers.

 

 

4.

Other balance sheet items are detailed within the notes to the consolidated financial statements, including but not limited to annual incentive compensation, severance agreements, post-employment plan liabilities, unpaid invoice and contract amounts, interest rate swaps, and other balances and charges that primarily relate to normal course operations.

 

UNIFI does not engage in off-balance sheet arrangements and only enters into material contracts relating to normalin the ordinary course of business and/or to hedge the associated risks (e.g. interest rate swaps).

Recent Accounting Pronouncements

Issued and Pending Adoption

Upon review of each Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (the “FASB”) through the date of this report, UNIFI identified no newly applicable accounting pronouncements that are expected to have a significant impact on UNIFI’s consolidated financial statements.


Recently Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses, with an effective date consistent with UNIFI’s fiscal 2021. 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 have begun to use forward-looking information to inform their credit loss estimates.  UNIFI adopted the ASU in fiscal 2021 using the modified retrospective approach and the adoption did not have a material impact to UNIFI’s financial position or results of operations.


In February2016, 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. The new lease guidance was adopted in the first quarter of fiscal 2020, and adoption is described in more detail in Note 4, “Leases.”

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Subsequent ASUs were issued to provide clarity and to defer the effective date of the new guidance. The new revenue recognition guidance eliminates the transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach.

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.

Off-Balance Sheet Arrangements

UNIFI is not a party to any off-balance sheet arrangements that have had, 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 estimate from quarter to quarter could materially impact the presentation of the financial statements.  The following discussion provides further information about accounting policies critical to UNIFI and should be read in conjunction with Note 2, “Summary of Significant Accounting Policies,” to the accompanying consolidated financial statements.

Inventory Net Realizable Value Adjustment

The inventory net realizable value adjustment is established based on many factors, includingincluding: historical recovery rates, inventory age, inventory turns, expected net realizable value of specific products, and current economic conditions.  Specific reserves are established based on a determination of the obsolescence of the inventory and whether the inventory cost exceeds net realizable value.  Anticipating selling prices and evaluating the condition of the inventories require judgment and estimation, which may impact the resulting inventory valuation and gross margins.  UNIFI uses current and historical knowledge to record reasonable estimates of its markdown percentages and expected sales prices.  UNIFI believes it is unlikely that differences in actual demand or selling prices from those forecasted by management would have a material impact on UNIFI’s financial condition or results of operations.  UNIFI has not made any material changes to the methodology used in establishing its inventory net realizable value adjustment during the past three fiscal years.  A plus or minus 10% change in the inventory net realizable value adjustment would not have been material to UNIFI’s consolidated financial statements for the past three fiscal years.

 

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

Net realizable value adjustment

 

$

(2,407

)

 

$

(4,224

)

 

$

(2,391

)

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Net realizable value adjustment

 

$

(3,487

)

 

$

(2,407

)

 

$

(4,224

)

 

 

Item 7A.

Quantitative 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 June 27, 2021,July 3, 2022, UNIFI had borrowings under its ABL Term Loan that totaled $77,500, with $2,500 subject to variable rates of interest because UNIFI currently hedges $75,000 of interest rate variability using interest rate swaps.Facility totaling $106,300. 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 June 27, 2021July 3, 2022 would result in an increase in annual interest expense of less than $200.$600.

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 June 27, 2021,July 3, 2022, UNIFI had no outstanding foreign currency forward contracts.


A significant portion of raw materials purchased by the Brazil Segment are denominated in USDs, requiring UNIFI to regularly exchange BRL. A significant portion of sales and asset balances for the Asia Segment are denominated in USDs. During recent fiscal years, UNIFI has been negatively impacted by fluctuations of the BRL and the RMB. Discussion and analysis surrounding the impact of fluctuations of the BRL and the RMB on UNIFI’s results of operations are included above in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” UNIFI does not enter into foreign currency derivatives to hedge its net investment in its foreign operations.

As of June 27, 2021,July 3, 2022, foreign currency exchange rate risk concepts included the following:

 

Approximate Amount or Percentage

 

 

Approximate Amount or Percentage

 

Percentage of total consolidated assets held by UNIFI's subsidiaries outside the U.S. whose functional

currency is not the USD

 

 

27.6

%

 

 

30.2

%

 

 

 

 

 

 

 

 

Cash and cash equivalents held outside the U.S.:

 

 

 

 

 

 

 

 

Denominated in USD

 

$

11,168

 

 

$

10,372

 

Denominated in RMB

 

 

14,565

 

 

 

28,836

 

Denominated in BRL

 

 

8,629

 

 

 

12,115

 

Denominated in other foreign currencies

 

 

175

 

 

 

125

 

Total cash and cash equivalents held outside the U.S.

 

$

34,537

 

 

$

51,448

 

Percentage of total cash and cash equivalents held outside the U.S.

 

 

44.1

%

 

 

96.5

%

 

 

 

 

 

 

 

 

Cash and cash equivalents held inside the U.S. in USD by foreign subsidiaries

 

$

5,934

 

 

$

1,315

 

More information regarding UNIFI’s derivative financial instruments as of June 27, 2021July 3, 2022 is provided in Note 18, “Fair Value of Financial Instruments and Non-Financial Assets and Liabilities,” to the accompanying consolidated financial statements.

Raw Material and Commodity Cost 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 related 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 as management has concluded that the overall cost of hedging petroleum exceeds the potential risk mitigation.  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 quarter.  Pricing adjustments for other customers must be negotiated independently.  UNIFI attempts to quickly pass on to its customers increases in raw material costs, but due to market pressures,conditions, this is not always possible. When price increases can be implemented, there is typically a time lag that adversely affects UNIFI’s margins during one or more 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 fiscal 2019 and 2018, UNIFI operated in a predominantly increasing raw material cost environment. UNIFI believes those higher costs were primarily a result of volatility in the crude oil markets, along with periods of supply and demand constraints for certain polyester feedstock.

During fiscal 2020 and the first six months of fiscal 2021, UNIFI experienced a predominantly favorable, declining raw material cost environment, especially during calendar 2020 as the COVID-19 pandemic suppressed petroleum prices for several months.

During the second half of fiscal 2021, UNIFI experienced cost increases for raw materials, primarily related to (i) increases in petroleum prices and (ii) supply chain disruptions that occurred in Texas during February 2021 due to abnormally cold weather. Our raw material costs remain subject to the volatility described above and, should raw material costs increase unexpectedly, UNIFI’s results of operations and cash flows are likely to be adversely impacted.

As fiscal 2021 concluded, UNIFI experienced cost increases for raw materials, primarily related to (i) increases in petroleum prices and (ii) supply chain disruptions that occurred in Texas during February 2021 due to abnormally cold weather. Our raw material costs remained elevated in fiscal 2022.  We have been able to implement responsive selling price adjustments for the majority of our portfolio, however our underlying gross margin has been pressured somewhat during fiscal 2022. We expect the impact of recent selling price adjustments to improve margins in future periods. Nonetheless, such costs remain subject to the volatility described above and, should raw material costs increase unexpectedly, UNIFI’s results of operations and 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 8.

Financial Statements and Supplementary Data

Our consolidated financial statements and the related notes begin on page F-i herein.

 

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

 

 

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 27, 2021,July 3, 2022, 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 Exchange Act) was performed under the supervision and with the participation of UNIFI’s management, including the principal executive officer and 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Management of UNIFI is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act). UNIFI’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. UNIFI’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of UNIFI; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of UNIFI are being made only in accordance with authorizations of management and directors of UNIFI; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of UNIFI’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision and with the participation of the principal executive officer and principal financial officer, assessed the effectiveness of UNIFI’s internal control over financial reporting as of June 27, 2021,July 3, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management concluded that, as of June 27, 2021,July 3, 2022, UNIFI’s internal control over financial reporting was effective based on the criteria established in Internal Control – Integrated Framework (2013).

Attestation Report of the Independent Registered Public Accounting Firm

The effectiveness of UNIFI’s internal control over financial reporting as of June 27, 2021July 3, 2022 has been audited by KPMG LLP (“KPMG”), an independent registered public accounting firm. KPMG’s report, which appears in “Item 8. Financial Statements and Supplementary Data,” expresses an unqualified opinion on the effectiveness of UNIFI’s internal control over financial reporting as of June 27, 2021.July 3, 2022.

Changes in Internal Control Over Financial Reporting

During UNIFI’s fourth quarter of fiscal 2021,2022, there has been no change in UNIFI’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, UNIFI’s internal control over financial reporting.

 

Item 9B.

Other Information

None.


PART III

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

UNIFI will file with the SEC a definitive proxy statement for the Company’s 20212022 Annual Meeting of Shareholders (the “Proxy Statement”) no later than 120 days after the close of fiscal 2021.2022. The information required with respect to our executive officers appears both in the Proxy Statement and in Part I of this Annual Report under the heading “Information about our Executive Officers.” The other information required by this item is furnished by incorporation by reference to the information under the headings “Election of Directors” and “Corporate Governance” in the Proxy Statement.

We have adopted a written Code of Ethics for Senior Financial and Executive Officers (the “Code of Ethics”), which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act.  The Code of Ethics applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.  The Code of Ethics is available on our website at www.unifi.com.  A copy of the Code of Ethics may also be obtained without charge by any person, upon request, by writing to Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410, Attention: Corporate Secretary.

We will disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC rules and regulations by posting this information on our website at www.unifi.com.  The information on our website is not a part of this Annual Report and is not incorporated by reference in this Annual Report or any of our other filings with the SEC. Our non-employee directors and their respective principal occupation or employment are as follows: Emma S. Battle (President and CEO, MarketVigor, LLC, a consulting and strategy firm), Robert J. Bishop (Managing Principal, Impala Asset Management LLC, a private investment management firm); Archibald Cox, Jr. (Chairman, Sextant Group, Inc., a financial advisory and private equity firm); James M. Kilts (Founding Partner, Centerview Capital, a private equity firm); Kenneth G. Langone (President and Chief Executive Officer, Invemed Associates LLC, a private investment portfolio firm); Suzanne M. Present (Principal, Gladwyne Partners, LLC, a private partnership fund manager); Rhonda L. Ramlo (Vice President & General Manager of Strategy, Acquisitions, and New Business Development, The Clorox Company, a manufacturer and marketer of consumer and professional products); and Eva T. Zlotnicka (Managing Partner, Inclusive Capital Partners, a fund manager focusing on responsible capitalism).

 

 

Item 11.

Executive Compensation

The information required by this item is furnished by incorporation by reference to the information under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the Proxy Statement.

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is furnished by incorporation by reference to the information under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement.

 

 

Item 13.

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance—Director Independence,” “Corporate Governance—Policy for Review of Related Person Transactions” and “Corporate Governance—Related Person Transactions” in the Proxy Statement.

 

 

Item 14.

Principal Accountant Fees and Services

The information required by this item is furnished by incorporation by reference to the information under the heading “Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

 


 

PART IV

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

(a)

1. Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-i are filed as part of this Annual Report.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 185).

2. Financial Statement Schedules

Not applicable.

 

 


 

3. Exhibits

 

Exhibit

Number

 

Description

  2

Membership Interest Purchase Agreement, dated as of April 29, 2020, by and between Unifi Manufacturing, Inc. and Parkdale, Incorporated (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed April 30, 2020 (File No. 001-10542)).

 

 

 

  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)).

 

 

 

  3.3

 

Declaration of Amendment to the Amended and Restated By-laws of Unifi, Inc., effective April 30, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed May 1, 2019 (File No. 001-10542)).

 

 

 

  4.1

 

Description of Unifi, Inc. Common Stock (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10‑K for the fiscal year ended June 30, 2019 (File No. 001-10542)).

 

 

 

  4.2

 

Registration Rights Agreement, dated as of January 1, 2007, by and between Unifi, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 7.1 to the Schedule 13D filed January 16, 2007 by Dillon Yarn Corporation (File No. 005-30881)).

 

 

 

  4.3

 

Amended and Restated Credit Agreement, dated as of March 26, 2015, by and among Unifi, Inc. and certain of its domestic subsidiaries, as borrowers, Wells Fargo Bank, National Association, as administrative agent, sole lead arranger and sole book runner, and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-10542)).

 

 

 

  4.4

 

First Amendment to Amended and Restated Credit Agreement, dated as of June 26, 2015, by and among Unifi, Inc. and Unifi Manufacturing, Inc., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed June 30, 2015 (File No. 001-10542)).

 

 

 

  4.5

 

Second Amendment to Amended and Restated Credit Agreement, dated as of November 19, 2015, by and among Unifi, Inc. and Unifi Manufacturing, Inc., as borrowers, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed November 23, 2015 (File No. 001-10542)).

 

 

 

  4.6

 

Third Amendment to Amended and Restated Credit Agreement and Second Amendment to Amended and Restated Guaranty and Security Agreement, dated as 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 thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 20, 2018 (File No. 001-10542)).

 

 

 

  4.7

 

Fourth Amendment to Amended and Restated Credit Agreement, dated as of April 29, 2020, 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 thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 30, 2020 (File No. 001-10542)).

 

 

 

  4.8

 

Fifth Amendment to Amended and Restated Credit Agreement, dated as of February 5, 2021, by and among Unifi, Inc. and Unifi Manufacturing, Inc., as borrowers, Unifi Sales & Distribution, Inc., as guarantor, Wells Fargo Bank, National Association, as agent for the lenders party thereto, and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed February 11, 2021 (File No. 001-10542)).

 

 

 

  4.9

 

Amended and Restated Guaranty and Security Agreement, dated as of March 26, 2015, by and among the grantors from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 31, 2015 (File No. 001-10542)).

 

 

 

  4.10

 

First Amendment to Amended and Restated Guaranty and Security Agreement, dated as of June 26, 2015, by and among the grantors from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed June 30, 2015 (File No. 001-10542)).

 

 

 

  4.11

 

Trademark Security Agreement, dated as of May 24, 2012, by and among the grantors party thereto and Wells Fargo Bank, N.A., as agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 25, 2012 (File No. 001-10542)).

 

 

 



Exhibit

Number

Description

10.1*

 

2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed December 12, 2008 (File No. 333-156090)).

 

 

 

10.2*

 

Form of Incentive Stock Option Agreement for Employees for use in connection with the 2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 (File No. 001-10542)).

 

 

 

10.3*

 

Form of Restricted Stock Unit Agreement for Employees for use in connection with the 2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 25, 2011 (File No. 001-10542)).

 

 

 

10.4*

 

Form of Restricted Stock Unit Agreement for Non-Employee Directors for use in connection with the 2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 26, 2010 (File No. 001-10542)).

 

 

 

10.5*

 

Unifi, Inc. 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 23, 2013 (File No. 001-10542)).

 

 

 

10.6*

 

Form of Restricted Stock Unit Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into prior to October 25, 2017) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 23, 2013 (File No. 001-10542)).

 

 

 

10.7*

 

Form of Restricted Stock Unit Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into on or after October 25, 2017) (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K for the fiscal year ended June 24, 2018 (File No. 001-10542)).

 

 

 

10.8*

 

Form of Restricted Stock Unit Agreement for Employees for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into prior to February 21, 2017) (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended December 29, 2013 (File No. 001-10542)).

 

 

 

10.9*

 

Form of Restricted Stock Unit Agreement for Employees for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into on or after February 21, 2017) (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K for the fiscal year ended June 24, 2018 (File No. 001-10542)).

 

 

 

10.10*

 

Form of Incentive Stock Option Agreement for Employees for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into prior to March 26, 2017) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended December 29, 2013 (File No. 001-10542)).

 

 

 

10.11*

 

Form of Incentive Stock Option Agreement for Employees for use in connection with the Unifi, Inc. 2013 Incentive Compensation Plan (used for agreements entered into on or after March 26, 2017) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 (File No. 001-10542)).

 

 

 

10.12*

 

Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2018 (File No. 001-10542)).

 

 

 

10.13*

 

Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 2, 2020 (File No. 001-10542)).

 

 

 

10.14*

 

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 and the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-10542)).

 

 

 

10.15*

 

Form of Stock Option Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan and the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended December 30, 2018 (File No. 001-10542)).

 

 

 

10.16*

 

Form of Restricted Stock Unit Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan and the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-10542)).

 

 

 



Exhibit

Number

Description

 

 

 

10.18*

 

Form of Incentive Stock Option Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan and the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No. 001-10542)).

 

 

 

10.19*

 

Form of Unifi, Inc. Supplemental Key Employee RetirementPerformance Share Unit Agreement for Employees for use in connection with the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.410.2 to the CurrentQuarterly Report on Form 8-K filed July 31, 200610-Q for the quarter ended September 26, 2021 (File No. 001-10542)).

 

 

 

10.20*10.20+ *

 

Amendment toUnifi, Inc. Deferred Compensation Plan (formerly known as the Unifi, Inc. Supplemental Key Employee Retirement Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 6, 2009 (File No. 001-10542))Plan).

 

 

 

10.21*

Amendment to the Unifi, Inc. Supplemental Key Employee Retirement Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 25, 2018 (File No. 001-10542)).

10.22*

 

Unifi, Inc. Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended December 26, 2010 (File No. 001-10542)).

 

 

 

10.23*10.22*

 

Unifi, Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 29, 2019 (File No. 001-10542)).

 

 

 

10.24*

Employment Agreement by and between Unifi, Inc. and Thomas H. Caudle, Jr., effective as of September 5, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 7, 2018 (File No. 001-10542)).

10.25*10.23*

 

Letter Agreement by and between Unifi, Inc. and Albert P. Carey, effective as of June 29, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed November 2, 2020 (File No. 001-10542)).

 

 

 

10.26*10.24*

Letter Agreement by and between Unifi, Inc. and Albert P. Carey, effective as of October 27, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 28, 2021 (File No. 001-10542)).

10.25*

 

Employment Agreement by and between Unifi, Inc. and Craig A. Creaturo, effective as of August 28, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 3, 2019 (File No. 001-10542)).

 

 

 

10.27*10.26*

 

Employment Agreement by and between Unifi, Inc. and Edmund M. Ingle, effective as of April 16, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 21, 2020 (File No. 001-10542)).

 

 

 

10.28*10.27*

 

First Amendment to Employment Agreement by and between Unifi, Inc. and Edmund M. Ingle, effective as of June 9, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 15, 2020 (File No. 001-10542)).

 

 

 

10.29*10.28*

 

Employment Agreement by and between Unifi, Inc. and Hongjun Ning, effective as of July 1, 2020 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed November 2, 2020 (File No. 001-10542)).

 

 

 

10.30*10.29*

 

Employment Agreement by and between Unifi, Inc. and Lucas de Carvalho Rocha, effective as of July 1, 2020 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed November 2, 2020 (File No. 001-10542)).

10.30+ *

Employment Agreement by and between Unifi, Inc. and Gregory K. Sigmon, effective as of July 4, 2022.

 

 

 

10.31

 

Sales and Services Agreement, dated as of January 1, 2007, by and between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-3 filed February 9, 2007 (File No. 333-140580)).

 

 

 

10.32

 

First Amendment to Sales and Services Agreement, effective as of January 1, 2009, by and between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 3, 2008 (File No. 001-10542)).

 

 

 

10.33

 

Second Amendment to Sales and Services Agreement, effective as of January 1, 2010, by and between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 11, 2009 (File No. 001-10542)).

 

 

 

10.34

 

Third Amendment to Sales and Services Agreement, effective as of January 1, 2011, by and between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 22, 2010 (File No. 001-10542)).

 

 

 


Exhibit

Number

Description

10.35

 

Fourth Amendment to Sales and Services Agreement, effective as of January 1, 2012, by and between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 20, 2011 (File No. 001-10542)).

 

 

 

10.36**

Yarn Purchase Agreement, effective as of September 1, 2014, by and between Unifi Manufacturing, Inc. and Hanesbrands Inc. (incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K for the fiscal year ended June 29, 2014 (File No. 001-10542)).

10.37**

Addendum and Extension to Yarn Purchase Agreement, effective as of June 30, 2018, by and between Unifi Manufacturing, Inc. and Hanesbrands Inc. (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the fiscal year ended June 24, 2018 (File No. 001-10542)).

10.3810.36

 

Deposit Account Control Agreement, dated as of May 24, 2012, by and among Unifi Manufacturing, Inc., Wells Fargo Bank, N.A. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 25, 2012 (File No. 001-10542)).


Exhibit

Number

Description

 

 

 

21+

 

List of Subsidiaries of Unifi, Inc.

 

 

 

23+

 

Consent of KPMG LLP.

 

 

 

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+101+

 

The following financial information from Unifi, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 27, 2021,July 3, 2022, filed August 25, 2021,31, 2022, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

 

 

 

104+

 

The cover page from Unifi, Inc.’s Annual Report on Form 10-K for the fiscal year ended June 27, 2021,July 3, 2022, filed August 25, 2021,31, 2022, formatted in Inline XBRL (included in Exhibit 101).

 

+

Filed herewith.

++

Furnished herewith.

*

Indicates a management contract or compensatory plan or arrangement.

**

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the SEC.

 

 

Item 16.

Form 10-K Summary

None.

 

 


 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

 

Date: August 25, 202131, 2022

 

By:

 

/s/ EDMUND M. INGLE

 

 

 

 

Edmund M. Ingle

 

 

 

 

Chief Executive Officer

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Edmund M. Ingle and Craig A. Creaturo, or either of them, his or her attorney-in-fact, with full power of substitution and resubstitution for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities 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 date indicated:

 

Signature

 

Title

 

 

 

 

 

/s/ EDMUND M. INGLE

 

Chief Executive Officer and Director

 

Edmund M. Ingle

 

(Principal Executive Officer)

 

 

 

 

 

/s/ CRAIG A. CREATURO

 

Executive Vice President & Chief Financial Officer

 

Craig A. Creaturo

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

/s/ EMMA S. BATTLE

 

Director

 

Emma S. Battle

 

 

 

 

 

 

 

/s/ ROBERT J. BISHOP

Director

Robert J. Bishop

/s/ ALBERT P. CAREY

 

Executive Chairman

 

Albert P. Carey

 

 

 

 

 

 

 

/s/ ARCHIBALD COX, JR.

 

Lead Independent Director

 

Archibald Cox, Jr.

/s/ JAMES M. KILTS

Director

James M. Kilts

 

 

 

 

 

 

 

/s/ KENNETH G. LANGONE

 

Director

 

Kenneth G. Langone

 

 

 

 

 

 

 

/s/ SUZANNE M. PRESENT

 

Director

 

Suzanne M. Present

 

 

 

 

 

 

 

/s/ RHONDA L. RAMLO

Director

Rhonda L. Ramlo

/s/ EVA T. ZLOTNICKA

 

Director

 

Eva T. Zlotnicka

 

 

 

 

 

Date: August 25, 2021

31, 2022

 

 

 

 

 

 

 

 

 

 

 


 

UNIFI, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

F-i

 


 

 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Unifi, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Unifi, Inc. and subsidiaries (the Company) as of July 3, 2022 and June 27, 2021, and June 28, 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended June 27, 2021,July 3, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of July 3, 2022 and June 27, 2021, and June 28, 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended June 27, 2021,July 3, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 27, 2021,July 3, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 25, 202131, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 4 to the consolidated financial statements, the Company has changed its method of accounting for leases as of July 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below are mattersis a matter arising from the current period audit of the consolidated financial statements that werewas communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.

Evaluation of the net realizable value of raw material and finished goods inventories

As discussed in Notes 2 andNote 7 to the consolidated financial statements, the Company’s consolidated raw material and finished goods inventories balance as of June 27, 2021July 3, 2022 was $70,525$154,471 thousand. The Company records adjustments to the cost basis of raw material and finished goods inventories when the expected net realizable value of the inventories is below its cost basis. The Company’s model estimates the net realizable value of its raw material and finished goods inventories based upon factors including historical recovery rates, inventory age, and current economic conditions.

We identified the evaluation of the net realizable value of raw material and finished goods inventories held in the United States as a critical audit matter. Complex auditor judgment was required to evaluate the recovery rates used in the determination of the net realizable value of raw material and finished goods inventories, including the relevance of historical experience.


The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the evaluation of the net realizable value of raw material and finished goods inventories. This included controls related to the determination of expected recovery rates used in the assessment and whether historical rates are indicative of expected losses on current raw material and finished goods inventories. We assessed whether historical recovery rates are indicative of expected losses by (1) comparing the prior period loss estimate to actual loss experience, and (2) evaluating industry and analyst reports for trends and conditions that may impact the estimate of net realizable value. We also performed sensitivity analyses over management’s historical recovery rates to assess the impact of changes in recovery rates on management’s determination of net realizable value of raw material and finished goods inventories.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

Greensboro, North Carolina

August 25, 202131, 2022

 


 

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Unifi, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Unifi, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of June 27, 2021,July 3, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 27, 2021,July 3, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of July 3, 2022 and June 27, 2021, and June 28, 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended June 27, 2021,July 3, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated August 25, 202131, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Greensboro, North Carolina

August 25, 202131, 2022

 

 


 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

78,253

 

 

$

75,267

 

 

$

53,290

 

 

$

78,253

 

Receivables, net

 

 

94,837

 

 

 

53,726

 

 

 

106,565

 

 

 

94,837

 

Inventories

 

 

141,221

 

 

 

109,704

 

 

 

173,295

 

 

 

141,221

 

Income taxes receivable

 

 

2,392

 

 

 

4,033

 

 

 

160

 

 

 

2,392

 

Other current assets

 

 

12,364

 

 

 

11,763

 

 

 

18,956

 

 

 

12,364

 

Total current assets

 

 

329,067

 

 

 

254,493

 

 

 

352,266

 

 

 

329,067

 

Property, plant and equipment, net

 

 

201,696

 

 

 

204,246

 

 

 

216,338

 

 

 

201,696

 

Operating lease assets

 

 

8,772

 

 

 

8,940

 

 

 

8,829

 

 

 

8,772

 

Deferred income taxes

 

 

1,208

 

 

 

2,352

 

 

 

2,497

 

 

 

1,208

 

Other non-current assets

 

 

14,625

 

 

 

4,131

 

 

 

8,788

 

 

 

14,625

 

Total assets

 

$

555,368

 

 

$

474,162

 

 

$

588,718

 

 

$

555,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

54,259

 

 

$

25,610

 

 

$

73,544

 

 

$

54,259

 

Income taxes payable

 

 

1,625

 

 

 

349

 

 

 

1,526

 

 

 

1,625

 

Current operating lease liabilities

 

 

1,856

 

 

 

1,783

 

 

 

2,190

 

 

 

1,856

 

Current portion of long-term debt

 

 

16,045

 

 

 

13,563

 

 

 

11,726

 

 

 

16,045

 

Other current liabilities

 

 

31,638

 

 

 

13,689

 

 

 

19,806

 

 

 

31,638

 

Total current liabilities

 

 

105,423

 

 

 

54,994

 

 

 

108,792

 

 

 

105,423

 

Long-term debt

 

 

70,336

 

 

 

84,607

 

 

 

102,309

 

 

 

70,336

 

Non-current operating lease liabilities

 

 

7,032

 

 

 

7,251

 

 

 

6,736

 

 

 

7,032

 

Deferred income taxes

 

 

6,686

 

 

 

2,549

 

 

 

4,983

 

 

 

6,686

 

Other long-term liabilities

 

 

7,472

 

 

 

8,606

 

 

 

4,449

 

 

 

7,472

 

Total liabilities

 

 

196,949

 

 

 

158,007

 

 

 

227,269

 

 

 

196,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.10 par value (500,000,000 shares authorized; 18,490,338 and

18,446,436 shares issued and outstanding as of June 27, 2021 and June 28, 2020,

respectively)

 

 

1,849

 

 

 

1,845

 

Common stock, $0.10 par value (500,000,000 shares authorized; 17,979,362 and

18,490,338 shares issued and outstanding as of July 3, 2022 and June 27, 2021,

respectively)

 

 

1,798

 

 

 

1,849

 

Capital in excess of par value

 

 

65,205

 

 

 

62,392

 

 

 

66,120

 

 

 

65,205

 

Retained earnings

 

 

344,797

 

 

 

315,724

 

 

 

353,136

 

 

 

344,797

 

Accumulated other comprehensive loss

 

 

(53,432

)

 

 

(63,806

)

 

 

(59,605

)

 

 

(53,432

)

Total shareholders’ equity

 

 

358,419

 

 

 

316,155

 

 

 

361,449

 

 

 

358,419

 

Total liabilities and shareholders’ equity

 

$

555,368

 

 

$

474,162

 

 

$

588,718

 

 

$

555,368

 

 

See accompanying notes to consolidated financial statements.

 

 


 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Net sales

 

$

667,592

 

 

$

606,509

 

 

$

708,804

 

 

$

815,758

 

 

$

667,592

 

 

$

606,509

 

Cost of sales

 

 

574,098

 

 

 

567,469

 

 

 

642,496

 

 

 

735,273

 

 

 

574,098

 

 

 

567,469

 

Gross profit

 

 

93,494

 

 

 

39,040

 

 

 

66,308

 

 

 

80,485

 

 

 

93,494

 

 

 

39,040

 

Selling, general and administrative expenses

 

 

51,334

 

 

 

43,814

 

 

 

52,690

 

 

 

52,489

 

 

 

51,334

 

 

 

43,814

 

(Benefit) provision for bad debts

 

 

(1,316

)

 

 

1,739

 

 

 

308

 

 

 

(445

)

 

 

(1,316

)

 

 

1,739

 

Other operating expense, net

 

 

4,865

 

 

 

2,308

 

 

 

2,350

 

Other operating (income) expense, net

 

 

(158

)

 

 

4,865

 

 

 

2,308

 

Operating income (loss)

 

 

38,611

 

 

 

(8,821

)

 

 

10,960

 

 

 

28,599

 

 

 

38,611

 

 

 

(8,821

)

Interest income

 

 

(603

)

 

 

(722

)

 

 

(628

)

 

 

(1,524

)

 

 

(603

)

 

 

(722

)

Interest expense

 

 

3,323

 

 

 

4,779

 

 

 

5,414

 

 

 

3,085

 

 

 

3,323

 

 

 

4,779

 

Equity in (earnings) loss of unconsolidated affiliates

 

 

(739

)

 

 

477

 

 

 

(3,968

)

 

 

(605

)

 

 

(739

)

 

 

477

 

Recovery of non-income taxes

 

 

(9,717

)

 

 

 

 

 

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(9,717

)

 

 

 

Gain on sale of investment in unconsolidated affiliate

 

 

 

 

 

(2,284

)

 

 

 

 

 

 

 

 

 

 

 

(2,284

)

Impairment of investment in unconsolidated affiliate

 

 

 

 

 

45,194

 

 

 

 

 

 

 

 

 

 

 

 

45,194

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

131

 

Income (loss) before income taxes

 

 

46,347

 

 

 

(56,265

)

 

 

10,011

 

 

 

26,828

 

 

 

46,347

 

 

 

(56,265

)

Provision for income taxes

 

 

17,274

 

 

 

972

 

 

 

7,555

 

 

 

11,657

 

 

 

17,274

 

 

 

972

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.57

 

 

$

(3.10

)

 

$

0.13

 

 

$

0.82

 

 

$

1.57

 

 

$

(3.10

)

Diluted

 

$

1.54

 

 

$

(3.10

)

 

$

0.13

 

 

$

0.80

 

 

$

1.54

 

 

$

(3.10

)

 

See accompanying notes to consolidated financial statements.

 

 


 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

9,368

 

 

 

(21,027

)

 

 

(681

)

 

 

(7,125

)

 

 

9,368

 

 

 

(21,027

)

Foreign currency translation adjustments for an unconsolidated

affiliate

 

 

 

 

 

1,908

 

 

 

220

 

 

 

 

 

 

 

 

 

1,908

 

Changes in interest rate swaps, net of tax of $310, $446 and $671,

respectively

 

 

1,006

 

 

 

(1,458

)

 

 

(2,235

)

Other comprehensive income (loss), net

 

 

10,374

 

 

 

(20,577

)

 

 

(2,696

)

Changes in interest rate swaps, net of tax of $282, $310 and $446,

respectively

 

 

952

 

 

 

1,006

 

 

 

(1,458

)

Other comprehensive (loss) income, net

 

 

(6,173

)

 

 

10,374

 

 

 

(20,577

)

Comprehensive income (loss)

 

$

39,447

 

 

$

(77,814

)

 

$

(240

)

 

$

8,998

 

 

$

39,447

 

 

$

(77,814

)

 

See accompanying notes to consolidated financial statements.

 

 


 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

 

 

Shares

 

 

Common

Stock

 

 

Capital in

Excess of

Par Value

 

 

Retained

Earnings

 

 

Accumulated Other

Comprehensive

Loss

 

 

Total

Shareholders’

Equity

 

 

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

 

 

61

 

 

 

6

 

 

 

477

 

 

 

 

 

 

 

 

 

483

 

Stock-based compensation

 

 

10

 

 

 

1

 

 

 

2,891

 

 

 

 

 

 

 

 

 

2,892

 

Conversion of restricted stock units

 

 

61

 

 

 

6

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

Common stock withheld in satisfaction of tax

withholding obligations under net share settle

transactions

 

 

(23

)

 

 

(2

)

 

 

(528

)

 

 

 

 

 

 

 

 

(530

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,696

)

 

 

(2,696

)

Adoption of the new revenue recognition

guidance

 

 

 

 

 

 

 

 

��

 

 

459

 

 

 

 

 

 

459

 

Net income

 

 

 

 

 

 

 

 

 

 

 

2,456

 

 

 

 

 

 

2,456

 

Balance at June 30, 2019

 

 

18,462

 

 

$

1,846

 

 

$

59,560

 

 

$

374,668

 

 

$

(43,229

)

 

$

392,845

 

 

 

18,462

 

 

$

1,846

 

 

$

59,560

 

 

$

374,668

 

 

$

(43,229

)

 

$

392,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

10

 

 

 

1

 

 

 

28

 

 

 

 

 

 

 

 

 

29

 

 

 

10

 

 

 

1

 

 

 

28

 

 

 

 

 

 

 

 

 

29

 

Stock-based compensation

 

 

4

 

 

 

1

 

 

 

3,610

 

 

 

 

 

 

 

 

 

3,611

 

 

 

4

 

 

 

1

 

 

 

3,610

 

 

 

 

 

 

 

 

 

3,611

 

Conversion of restricted stock units

 

 

76

 

 

 

8

 

 

 

(8

)

 

 

 

 

 

 

 

 

 

Conversion of equity units

 

 

76

 

 

 

8

 

 

 

(8

)

 

 

 

 

 

 

 

 

 

Common stock repurchased and retired under

publicly announced programs

 

 

(84

)

 

 

(8

)

 

 

(279

)

 

 

(1,707

)

 

 

 

 

 

(1,994

)

 

 

(84

)

 

 

(8

)

 

 

(279

)

 

 

(1,707

)

 

 

 

 

 

(1,994

)

Common stock withheld in satisfaction of tax

withholding obligations under net share settle

transactions

 

 

(22

)

 

 

(3

)

 

 

(519

)

 

 

 

 

 

 

 

 

(522

)

 

 

(22

)

 

 

(3

)

 

 

(519

)

 

 

 

 

 

 

 

 

(522

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,577

)

 

 

(20,577

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,577

)

 

 

(20,577

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

(57,237

)

 

 

 

 

 

(57,237

)

 

 

 

 

 

 

 

 

 

 

 

(57,237

)

 

 

 

 

 

(57,237

)

Balance at June 28, 2020

 

 

18,446

 

 

$

1,845

 

 

$

62,392

 

 

$

315,724

 

 

$

(63,806

)

 

$

316,155

 

 

 

18,446

 

 

$

1,845

 

 

$

62,392

 

 

$

315,724

 

 

$

(63,806

)

 

$

316,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

4

 

 

 

1

 

 

 

3,137

 

 

 

 

 

 

 

 

 

3,138

 

 

 

4

 

 

 

1

 

 

 

3,137

 

 

 

 

 

 

 

 

 

3,138

 

Conversion of restricted stock units

 

 

45

 

 

 

4

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

Conversion of equity units

 

 

45

 

 

 

4

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

Common stock withheld in satisfaction of tax

withholding obligations under net share settle

transactions

 

 

(6

)

 

 

(1

)

 

 

(320

)

 

 

 

 

 

 

 

 

(321

)

 

 

(6

)

 

 

(1

)

 

 

(320

)

 

 

 

 

 

 

 

 

(321

)

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,374

 

 

 

10,374

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,374

 

 

 

10,374

 

Net income

 

 

 

 

 

 

 

 

 

 

 

29,073

 

 

 

 

 

 

29,073

 

 

 

 

 

 

 

 

 

 

 

 

29,073

 

 

 

 

 

 

29,073

 

Balance at June 27, 2021

 

 

18,490

 

 

$

1,849

 

 

$

65,205

 

 

$

344,797

 

 

$

(53,432

)

 

$

358,419

 

 

 

18,490

 

 

$

1,849

 

 

$

65,205

 

 

$

344,797

 

 

$

(53,432

)

 

$

358,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

16

 

 

 

1

 

 

 

27

 

 

 

 

 

 

 

 

 

28

 

Stock-based compensation

 

 

5

 

 

 

1

 

 

 

3,290

 

 

 

 

 

 

 

 

 

3,291

 

Conversion of equity units

 

 

107

 

 

 

11

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

Common stock repurchased and retired under

publicly announced programs

 

 

(617

)

 

 

(62

)

 

 

(2,257

)

 

 

(6,832

)

 

 

 

 

 

(9,151

)

Common stock withheld in satisfaction of tax

withholding obligations under net share settle

transactions

 

 

(22

)

 

 

(2

)

 

 

(134

)

 

 

 

 

 

 

 

 

(136

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,173

)

 

 

(6,173

)

Net income

 

 

 

 

 

 

 

 

 

 

 

15,171

 

 

 

 

 

 

15,171

 

Balance at July 3, 2022

 

 

17,979

 

 

$

1,798

 

 

$

66,120

 

 

$

353,136

 

 

$

(59,605

)

 

$

361,449

 

 

See accompanying notes to consolidated financial statements.

 

 


 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Cash and cash equivalents at beginning of year

 

$

75,267

 

 

$

22,228

 

 

$

44,890

 

 

$

78,253

 

 

$

75,267

 

 

$

22,228

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

29,073

 

 

 

(57,237

)

 

 

2,456

 

 

 

15,171

 

 

 

29,073

 

 

 

(57,237

)

Adjustments to reconcile net income (loss) to

net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income to

net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity in (earnings) loss of unconsolidated affiliates

 

 

(739

)

 

 

477

 

 

 

(3,968

)

 

 

(605

)

 

 

(739

)

 

 

477

 

Distributions received from unconsolidated affiliates

 

 

750

 

 

 

10,437

 

 

 

2,647

 

 

 

750

 

 

 

750

 

 

 

10,437

 

Depreciation and amortization expense

 

 

25,528

 

 

 

23,653

 

 

 

23,003

 

 

 

26,207

 

 

 

25,528

 

 

 

23,653

 

Non-cash compensation expense

 

 

3,462

 

 

 

3,999

 

 

 

3,258

 

 

 

3,555

 

 

 

3,462

 

 

 

3,999

 

Deferred income taxes

 

 

5,087

 

 

 

(4,011

)

 

 

423

 

 

 

(3,119

)

 

 

5,087

 

 

 

(4,011

)

Loss on disposal of assets

 

 

2,809

 

 

 

160

 

 

 

(105

)

 

 

48

 

 

 

2,809

 

 

 

160

 

Recovery of non-income taxes

 

 

(9,717

)

 

 

 

 

 

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(9,717

)

 

 

 

Impairment of investment in unconsolidated affiliate

 

 

 

 

 

45,194

 

 

 

 

 

 

 

 

 

 

 

 

45,194

 

Gain on sale of investment in unconsolidated affiliate

 

 

 

 

 

(2,284

)

 

 

 

 

 

 

 

 

 

 

 

(2,284

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

131

 

Other, net

 

 

(495

)

 

 

(444

)

 

 

(586

)

 

 

(99

)

 

 

(495

)

 

 

(444

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

(40,059

)

 

 

29,964

 

 

 

(2,923

)

 

 

(13,533

)

 

 

(40,059

)

 

 

29,964

 

Inventories

 

 

(28,069

)

 

 

15,792

 

 

 

(15,838

)

 

 

(34,749

)

 

 

(28,069

)

 

 

15,792

 

Other current assets

 

 

2,409

 

 

 

3,625

 

 

 

(1,331

)

 

 

(2,860

)

 

 

2,409

 

 

 

3,625

 

Income taxes

 

 

2,978

 

 

 

(113

)

 

 

4,754

 

 

 

2,193

 

 

 

2,978

 

 

 

(113

)

Accounts payable and other current liabilities

 

 

40,909

 

 

 

(17,328

)

 

 

(5,813

)

 

 

8,937

 

 

 

40,909

 

 

 

(17,328

)

Other non-current assets

 

 

139

 

 

 

46

 

 

 

151

 

 

 

360

 

 

 

139

 

 

 

46

 

Other non-current liabilities

 

 

2,616

 

 

 

794

 

 

 

1,025

 

 

 

(2,691

)

 

 

2,616

 

 

 

794

 

Net cash provided by operating activities

 

 

36,681

 

 

 

52,724

 

 

 

7,284

 

 

 

380

 

 

 

36,681

 

 

 

52,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(21,178

)

 

 

(18,509

)

 

 

(24,871

)

 

 

(39,631

)

 

 

(21,178

)

 

 

(18,509

)

Purchases of intangible assets

 

 

(3,605

)

 

 

 

 

 

 

 

 

 

 

 

(3,605

)

 

 

 

Proceeds from sale of investment in unconsolidated affiliate

 

 

 

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

60,000

 

Other, net

 

 

162

 

 

 

83

 

 

 

(65

)

 

 

(2,103

)

 

 

162

 

 

 

83

 

Net cash (used by) provided by investing activities

 

 

(24,621

)

 

 

41,574

 

 

 

(24,936

)

Net cash (used) provided by investing activities

 

 

(41,734

)

 

 

(24,621

)

 

 

41,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from ABL Revolver

 

 

 

 

 

122,200

 

 

 

108,100

 

 

 

158,000

 

 

 

 

 

 

122,200

 

Payments on ABL Revolver

 

 

 

 

 

(141,600

)

 

 

(116,800

)

 

 

(116,700

)

 

 

 

 

 

(141,600

)

Proceeds from ABL Term Loan

 

 

 

 

 

 

 

 

20,000

 

Payments on ABL Term Loan

 

 

(10,000

)

 

 

(10,000

)

 

 

(7,500

)

 

 

(12,500

)

 

 

(10,000

)

 

 

(10,000

)

Proceeds from construction financing

 

 

882

 

 

 

 

 

 

 

 

 

2,340

 

 

 

882

 

 

 

 

Payments on finance lease obligations

 

 

(3,646

)

 

 

(6,035

)

 

 

(7,019

)

 

 

(3,707

)

 

 

(3,646

)

 

 

(6,035

)

Common stock repurchased and retired under publicly announced program

 

 

 

 

 

(1,994

)

 

 

 

 

 

(9,151

)

 

 

 

 

 

(1,994

)

Common stock withheld in satisfaction of tax withholding obligations under

net share settle transactions

 

 

(111

)

 

 

(522

)

 

 

(802

)

 

 

(345

)

 

 

(111

)

 

 

(522

)

Payments of debt financing fees

 

 

 

 

 

 

 

 

(720

)

Other

 

 

 

 

 

29

 

 

 

115

 

 

 

28

 

 

 

 

 

 

29

 

Net cash used by financing activities

 

 

(12,875

)

 

 

(37,922

)

 

 

(4,626

)

Net cash provided (used) by financing activities

 

 

17,965

 

 

 

(12,875

)

 

 

(37,922

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

3,801

 

 

 

(3,337

)

 

 

(384

)

 

 

(1,574

)

 

 

3,801

 

 

 

(3,337

)

Net increase (decrease) in cash and cash equivalents

 

 

2,986

 

 

 

53,039

 

 

 

(22,662

)

Net (decrease) increase in cash and cash equivalents

 

 

(24,963

)

 

 

2,986

 

 

 

53,039

 

Cash and cash equivalents at end of year

 

$

78,253

 

 

$

75,267

 

 

$

22,228

 

 

$

53,290

 

 

$

78,253

 

 

$

75,267

 

 

See accompanying notes to consolidated financial statements.

 

 

F-8


Unifi, Inc.

Notes to Consolidated Financial Statements

 

 

 

1. Background

Overview

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” “us” or “our”), is a multinational 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)“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)“indirect customers”).  We sometimes refer to these indirect customers as “brand partners.” Polyester products 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”), polyester polymer beads (“Chip”), and staple fiber.  Nylon products 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, value-added and commodity solutions, with principal geographic markets in the Americas,North America, Central America, South America, Asia, and Europe. UNIFI has direct manufacturing operations in 4 countries and participates in joint ventures with operations in Israel and the United States (“U.S.”).

Fiscal Year

The fiscal year for Unifi, Inc., its domestic subsidiaries and its subsidiary in El Salvador ends on the Sunday in June or July nearest to June 30 of each year. Unifi, Inc.’s fiscal 2022, 2021, 2020 and 20192020 ended on July 3, 2022, June 27, 2021, and June 28, 2020, and June 30, 2019, respectively.

Unifi, Inc.’s remaining material operating subsidiaries’ fiscal years end on June 30. There have been no significant transactions or events that occurred between Unifi, Inc.’s fiscal year end and such wholly owned subsidiaries’ fiscal year ends.

Unifi, Inc.’s fiscal 2022 consisted of 53 weeks, while fiscal 2021 and 2020 each consisted of 52 weeks, while fiscal 2019 consisted of 53 weeks. Fiscal 2022 will be a 53-week fiscal year ending on July 3, 2022.

COVID-19 Pandemic in Calendar 2020 and 2021

In March 2020, the World Health Organization declared the current COVID-19 outbreak a global pandemic. Measures taken to reduce the spread of COVID-19 during calendar 2020 generated a significant decline in global business activity that may have a lasting impact on the global economy and consumer demand. While we have experienced meaningful recovery in fiscal 2021, the duration of the COVID-19 pandemic and its related impact on our business is currently unknown. We continue to expect our short-term consolidated results to remain healthy in multiple ways, in addition to anticipating medium- and long-term growth.Current Economic Environment

UNIFI evaluated GAAP requirements for the consideration of forecasted financial information, including, but not limited to, the carrying value of long-lived assets in context with the information reasonably available to UNIFI and the unknown future impacts of the COVID-19 pandemiceconomic environment as of June 27, 2021July 3, 2022 and through the date of this filing. As a result of these evaluations, there were no impairments or material changes to asset balances that impacted UNIFI's consolidated financial statements as of and for the period ended June 27, 2021.July 3, 2022.

 

 

2. Summary of Significant Accounting Policies

UNIFI follows U.S. generally accepted accounting principles (“GAAP”).  The significant accounting policies described below, together with the other notes to the accompanying consolidated financial statements that follow, are an integral part of the consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Unifi, Inc. and its subsidiaries in which it maintains a controlling financial interest.  All account balances and transactions between Unifi, Inc. and the subsidiaries which it controls have been eliminated.  For transactions with entities accounted for under the equity method, any intercompany profits on amounts still remaining are eliminated.  Amounts originating from any deferral of intercompany profits are recorded within the account balance to which the transaction specifically relates (e.g., inventory).  Only upon settlement of the intercompany transaction with a third party is the deferral of the intercompany profit recognized by UNIFI.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, certain financial statement disclosures at the date of the financial statements, and the reported amounts of revenues and expenses during the period.  UNIFI’s consolidated financial statements include amounts that are based on management’s best estimates and judgments.  Actual results may vary from these estimates.

F-9


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Cash and Cash Equivalents

Cash equivalents are defined as highly liquid, short-term investments having an original maturity of three months or less. Book overdrafts, for which the bank has not advanced cash, if any, are reclassified to accounts payable and reflected as an offset thereto within the accompanying consolidated statements of cash flows.

F-9


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Receivables

Receivables are stated net of expected lifetime credit losses.  Allowances are provided for known and potential losses arising from quality claims and for amounts owed by customers.  Reserves for quality claims have not been material and are based on historical claim experience and known pending claims and are recorded as a reduction of net sales.  The allowance for uncollectible accounts is recorded against operating income and reflects UNIFI’s best estimate of probable losses inherent in its accounts receivable portfolio determined on the basis of historical write off experience, aging of trade receivables, specific allowances for known troubled accounts, and other currently available information.  Customer accounts are written off against the allowance for uncollectible accounts when they are no longer deemed to be collectible.

Inventories

UNIFI’s inventories are valued at the lower of cost or net realizable value, with the cost for the majority of its inventory determined using the first-in, first-out method.  Certain foreign inventories and limited categories of supplies are valued using the average cost method.  UNIFI’s estimates for inventory reserves fornet realizable value related to obsolete, slow-moving, or excess inventories are based upon many factors, including historical recovery rates, inventory age, inventory turnover, the expected net realizable value of specific products, and current economic conditions.

Debt Issuance Costs

Debt issuance costs for revolving credit arrangements are immaterial.  All other debt issuance costs are recorded against long-term debt and amortized as additional interest expense using the effective interest method.  In the event of any prepayment of its debt obligations, UNIFI accelerates the recognition of a pro-rata amount of issuance costs.  

Property, Plant and Equipment

Property, plant, and equipment (“PP&E”) are stated at historical cost less accumulated depreciation.  Plant and equipment under finance leases are stated at the present value of minimum lease payments less accumulated amortization. Additions or improvements that substantially extend the useful life of a particular asset are capitalized.  Depreciation is calculated primarily utilizing the straight-line method over the following useful lives:

 

Asset categories

 

Useful lives in years

Land improvements

 

5 to 20

Buildings and improvements

 

10 to 40

Machinery and equipment

 

2 to 25

Computer, software and office equipment

 

3 to 7

Internal software development costs

 

3

Transportation equipment

 

3 to 15

 

Leasehold improvements are depreciated over the lesser of their estimated useful lives or the remaining term of the lease.

Assets under finance leases are amortized in a manner consistent with UNIFI’s normal depreciation policy if ownership is transferred by the end of the lease or if there is a bargain purchase option. If such ownership criteria are not met, amortization occurs over the shorter of the lease term or the asset’s useful life.

UNIFI capitalizes its costs of developing internal software when the software is used as an integral part of its manufacturing or business processes and the technological feasibility has been established.  Internal software costs are amortized over a period of three years and, in accordance with the nature of the project, charged to cost of sales or selling, general, and administrative expenses (“SG&A”).

Fully depreciated assets are retained in cost and accumulated depreciation accounts until they are disposed.  In the case of disposals, asset costs and related accumulated depreciation amounts are removed from the accounts, and the net amounts, less proceeds from disposal, are included in the determination of net income (loss) income and presented within other operating (income) expense, net.

Repair and maintenance costs related to PP&E, which do not significantly increase the useful life of an existing asset or do not significantly alter, modify or change the capabilities or production capacity of an existing asset, are expensed as incurred.

Interest is capitalized for capital projects requiring a construction period.

F-10


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

PP&E and other long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.  Long-lived assets to be disposed of by sale within one year are classified as held for sale and are reported at the lower of their carrying amount or fair value less cost to sell.  Depreciation ceases for all assets classified as held for sale.  Long-lived assets to be disposed of other than by sale are classified as held for use until they are disposed of and these assets are reported at the lower of their carrying amount or estimated fair value.

F-10


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Intangible Assets

Finite-lived intangible assets, such as customer lists, non-compete agreements, and trademarks are amortized over their estimated useful lives.  UNIFI periodically evaluates the reasonableness of the useful lives of these assets.  Once these assets are fully amortized, they are removed from the accounts.  These assets (asset groups) are reviewed for impairment or obsolescence whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques.  UNIFI has 0 intangiblesintangible assets with indefinite lives.

Investments in Unconsolidated Affiliates

UNIFI evaluates its investments in unconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  

During fiscal 2020, UNIFI owned a 34% interest in PAL (the “PAL Investment”) and Parkdale, Incorporated (“Parkdale”) owned the majority 66% interest. During March 2020, UNIFI commenced negotiations to sell the PAL Investment to Parkdale. Such negotiations indicated that the fair value of the PAL Investment was less than UNIFI’s carrying value and UNIFI no longer intended to hold the PAL Investment to allow recovery of the carrying value. UNIFI recorded an other-than-temporary impairment of $45,194 to adjust the PAL Investment to fair value. In April 2020, UNIFI and Parkdale finalized negotiations to sell UNIFI’s PAL Investment to Parkdale for $60,000. The transaction closed on April 29, 2020, and UNIFI received $60,000 in cash.

Derivative Instruments

All derivatives are carried on the balance sheet at fair value and are classified according to their asset or liability position and the expected timing of settlement.  For cash flow hedges, the effective portion of gains and losses are recorded in accumulated other comprehensive loss until the underlying transactions are recognized in income.  When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive loss to current period earnings on the same line item as the underlying transaction.

Derivatives that are not designated for hedge accounting are marked to market at the end of each period with the changes in fair value recognized in current period earnings.  Settlements of any cash flow derivative contracts are classified as cash flows from operating activities. There were 0 outstanding derivative instruments as of July 3, 2022.

Fair Value Measurements

The accounting guidance for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market, or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (the exit price).  Fair value is based on assumptions that market participants would use when pricing the asset or liability.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs.  UNIFI uses the following to measure fair value for its assets and liabilities:liabilities.

 

Level 1 – Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

 

Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either indirectly or directly.

 

Level 3 – Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.

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 values due to their short-term nature.

There were 0 transfers into or out of the levels of the fair value hierarchy for fiscal 2021, 2020 and 2019.any years presented.

F-11


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded to recognize the expected future tax benefits or costs of events that have been, or will be, reported in different tax years for financial statement purposes than for tax purposes.  Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse.  UNIFI reviews deferred tax assets to determine if it is more-likely-than-not they will be realized.  If UNIFI determines it is not more-likely-than-not that a deferred tax asset will be realized, it records a valuation allowance to reverse the previously recognized benefit.  Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested.

UNIFI recognizes tax benefits related to uncertain tax positions if it believes it is more-likely-than-not of being sustained.  Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized.  UNIFI accrues for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.  Penalties and interest related to income tax expense, if incurred, are included in provision for income taxes.

Stock-Based Compensation

Compensation expense for stock awards is based on the grant date fair value and expensed over the applicable vesting period.  UNIFI has a policy of issuing new shares to satisfy award exercises and conversions.  For awards with a service condition and a graded vesting schedule, UNIFI has elected an accounting policy of recognizing compensation cost on a straight-line basis over the requisite service period for each separate vesting portion of the award as if the award was, in-substance, multiple awards.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries whose functional currency is other than the U.S. Dollar (“USD”) are translated at exchange rates existing at the respective balance sheet dates.  Translation gains and losses are not included in determining net income (loss) income but are presented in a separate component of accumulated other comprehensive loss.  UNIFI translates the results of its foreign operations at the average exchange rates during the respective periods. Transaction gains and losses are included within other operating (income) expense, net.

Revenue Recognition

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 recognized over time for contracts in which the associated inventory produced has no alternative use and for which an enforceable right to payment exists or the associated services have been 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 and is not material.  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 control of our goods are treated as a fulfillment cost and are not considered a separate performance obligation.

Cost of Sales

The major components of cost of sales are: (i) materials and supplies, (ii) labor and fringe benefits, (iii) utility and overhead costs associated with manufactured products, (iv) cost of products purchased for resale, (v) shipping, handling and warehousing costs, (vi) research and development costs, (vii)(v) depreciation expense, and (viii)(vi) all other costs related to production or service activities.

Shipping, Handling, and Warehousing Costs

Shipping, handling, and warehousing costs include costs to store goods prior to shipment, prepare goods for shipment and physically move goods to customers.

Research and Development Costs

Research and development costs include employee costs, production costs related to customer samples, operating supplies, consulting fees and other miscellaneous costs.  The cost of research and development is charged to expense as incurred.  Research and development costs were as follows:

 

 

 

For the Fiscal Year Ended

 

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

Research and development costs

 

$

11,483

 

 

$

11,257

 

 

$

12,359

 

 

 

For the Fiscal Year Ended

 

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Research and development costs

 

$

12,103

 

 

$

11,483

 

 

$

11,257

 

 

F-12


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

Selling, General, and Administrative Expenses

The major components of SG&A expenses are: (i) costs of UNIFI’s sales organization, marketing and advertising efforts, and external commissions,commissions; (ii) costs of maintaining UNIFI’s general and administrative support functions including executive management, information technology, human resources, legal, and finance,finance; (iii) amortization of intangible assets, and (iv) all other costs required to be classified as SG&A expenses.

Advertising Costs

Advertising costs are expensed as incurred and included in SG&A expenses.  UNIFI’s advertising costs include spending for items such as consumer marketing and branding initiatives, promotional items, trade shows, sponsorships, and other programs.  Advertising costs were as follows:

 

 

 

For the Fiscal Year Ended

 

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

Advertising costs

 

$

2,919

 

 

$

2,044

 

 

$

3,639

 

 

 

For the Fiscal Year Ended

 

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Advertising costs

 

$

4,673

 

 

$

2,919

 

 

$

2,044

 

Self-Insurance

UNIFI self-insures certain risks such as employee healthcare claims and maintains stop-loss coverage.  Reserves for incurred but not reported healthcare claims are estimated using historical data, the timeliness of claims processing, medical trends, inflation, and any changes, if applicable, in the nature or type of the plan.

Contingencies

At any point in time, UNIFI may be a party to various pending legal proceedings, claims or environmental actions.  Accruals for estimated losses are recorded at the time information becomes available indicating that losses are probable and estimable.  Any amounts accrued are not discounted.  Legal costs such as outside counsel fees and expenses are charged to expense as incurred.

 

 

3. Recent Accounting Pronouncements

Issued and Pending Adoption

There have been no newly issued accounting pronouncements that are expected to have a significant impact on UNIFI’s consolidated financial statements.

Recently Adopted

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses, with an effective date consistent with UNIFI’s fiscal 2021. 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 have begun to use forward-looking information to inform their credit loss estimates. UNIFI adopted the ASU in fiscal 2021 using the modified retrospective approach and the adoption did not have a material impact to UNIFI’s financial position or results of operations.

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. The new lease guidance was adopted in fiscal 2020. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Subsequent ASUs were issued to provide clarity and to defer the effective date of the new guidance. The new revenue recognition guidance eliminates the transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a principles-based approach.

Upon adoption in fiscal 2019, UNIFI determined that the impact of the new revenue recognition guidance was 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 were not adjusted. Details of the fiscal 2019 adjustment follow. See Note 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

 

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.

F-13


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

4. Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842).  UNIFI adopted the new 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 not to separate lease and non-lease components for the transportation equipment asset class.

F-13


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

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, restrictions, covenants, or sub-leases related to these leases.  Variable lease payments are determined as the amounts included in the lease payment that are based on the change in index or usage. UNIFI’s accounting for finance leases remained substantially unchanged. 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 June 27, 2021 and June 28, 2020:liabilities:

Classification

 

Balance Sheet Location

 

June 27, 2021

 

 

June 28, 2020

 

 

Balance Sheet Location

 

July 3, 2022

 

 

June 27, 2021

 

Lease Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease assets

 

Operating lease assets

 

$

8,772

 

 

$

8,940

 

 

Operating lease assets

 

$

8,829

 

 

$

8,772

 

Finance lease assets

 

Property, plant & equipment, net

 

 

16,037

 

 

 

22,012

 

 

Property, plant & equipment, net

 

 

7,017

 

 

 

16,037

 

Total lease assets

 

 

 

$

24,809

 

 

$

30,952

 

 

 

 

$

15,846

 

 

$

24,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current operating lease liabilities

 

Current operating lease liabilities

 

$

1,856

 

 

$

1,783

 

 

Current operating lease liabilities

 

$

2,190

 

 

$

1,856

 

Current finance lease liabilities

 

Current portion of long-term debt

 

 

3,545

 

 

 

3,563

 

 

Current portion of long-term debt

 

 

1,726

 

 

 

3,545

 

Total current lease liabilities

 

 

 

$

5,401

 

 

$

5,346

 

 

 

 

$

3,916

 

 

$

5,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current operating lease liabilities

 

Non-current operating lease liabilities

 

$

7,032

 

 

$

7,251

 

 

Non-current operating lease liabilities

 

$

6,736

 

 

$

7,032

 

Non-current finance lease liabilities

 

Long-term debt

 

 

4,930

 

 

 

7,818

 

 

Long-term debt

 

 

5,535

 

 

 

4,930

 

Total non-current lease liabilities

 

 

 

$

11,962

 

 

$

15,069

 

 

 

 

$

12,271

 

 

$

11,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total lease liabilities

 

 

 

$

17,363

 

 

$

20,415

 

 

 

 

$

16,187

 

 

$

17,363

 

The following table sets forth the components of UNIFI’s total lease cost for fiscal 20212022 and 2020:2021:

 

For The Fiscal Year

 

 

For The Fiscal Year

 

 

For The Fiscal Year

 

 

For The Fiscal Year

 

Lease Cost

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Operating lease cost

 

$

2,465

 

 

$

2,503

 

 

$

2,766

 

 

$

2,465

 

Variable lease cost

 

 

503

 

 

 

483

 

 

 

502

 

 

 

503

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of lease assets

 

 

1,998

 

 

 

2,527

 

 

 

1,981

 

 

 

1,998

 

Interest on lease liabilities

 

 

365

 

 

 

439

 

 

 

258

 

 

 

365

 

Short-term lease cost

 

 

1,007

 

 

 

1,124

 

 

 

967

 

 

 

1,007

 

Total lease cost

 

$

6,338

 

 

$

7,076

 

 

$

6,474

 

 

$

6,338

 

As of July 3, 2022 and June 27, 2021, and June 28, 2020, Unifi had not received any COVID-19 rent concessions.

F-14


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

The following table presents supplemental information related to leases at June 27, 2021 and June 28, 2020:leases:

 

For The Fiscal Year

 

 

For The Fiscal Year

 

 

For The Fiscal Year

 

 

For The Fiscal Year

 

Other Information

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows used by operating leases

 

$

2,465

 

 

$

2,503

 

 

$

2,766

 

 

$

2,465

 

Financing cash flows used by finance leases

 

$

3,646

 

 

$

6,035

 

 

$

3,707

 

 

$

3,646

 

Non-cash activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leased assets obtained in exchange for new operating lease liabilities

 

$

2,606

 

 

$

5,525

 

 

$

1,662

 

 

$

2,606

 

Leased assets obtained in exchange for new finance lease liabilities

 

$

740

 

 

$

6,301

 

 

$

2,493

 

 

$

740

 

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 makeUNIFI makes adjustments to this rate for securitization, the length of the lease term (tenure), and leases denominated in foreign currencies. Generally, the IBR for each jurisdiction isapproximates the specific risk-free rate for the respective jurisdiction incremented for UNIFI’s corporate credit risk.risk and adjusted for tenure.

F-14


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

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 June 27, 2021 and June 28, 2020:liabilities:

Weighted Average Remaining Lease Term and Discount Rate

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Weighted average remaining lease term (years):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

5.9

 

 

 

6.6

 

 

 

4.1

 

 

 

5.9

 

Finance leases

 

 

3.8

 

 

 

4.2

 

 

 

4.2

 

 

 

3.8

 

Weighted average discount rate (percentage):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

5.1

%

 

 

5.0

%

 

 

5.0

%

 

 

5.1

%

Finance leases

 

 

3.6

%

 

 

3.6

%

 

 

3.6

%

 

 

3.6

%

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 June 27, 2021July 3, 2022 by fiscal year were:

Maturity of Lease Liabilities

 

Finance Leases

 

 

Operating Leases

 

 

Finance Leases

 

 

Operating Leases

 

Fiscal 2022

 

$

3,862

 

 

$

2,266

 

Fiscal 2023

 

 

1,487

 

 

 

2,003

 

 

$

2,032

 

 

$

2,595

 

Fiscal 2024

 

 

1,487

 

 

 

1,411

 

 

 

2,032

 

 

 

2,004

 

Fiscal 2025

 

 

1,334

 

 

 

1,225

 

 

 

1,880

 

 

 

1,498

 

Fiscal 2026

 

 

846

 

 

 

1,159

 

 

 

1,385

 

 

 

1,201

 

Fiscal 2027

 

 

821

 

 

 

971

 

Fiscal years thereafter

 

 

559

 

 

 

2,305

 

 

 

100

 

 

 

1,788

 

Total minimum lease payments

 

$

9,575

 

 

$

10,369

 

 

$

8,250

 

 

$

10,057

 

Less estimated executory costs

 

 

(488

)

 

 

 

 

 

(413

)

 

 

 

Less imputed interest

 

 

(612

)

 

 

(1,481

)

 

 

(576

)

 

 

(1,131

)

Present value of net minimum lease payments

 

 

8,475

 

 

 

8,888

 

 

 

7,261

 

 

 

8,926

 

Less current portion of lease obligations

 

 

(3,545

)

 

 

(1,856

)

 

 

(1,726

)

 

 

(2,190

)

Long-term portion of lease obligations

 

$

4,930

 

 

$

7,032

 

 

$

5,535

 

 

$

6,736

 

Prior Year Disclosure

As reported in the 2019 Form 10-K under the previous accounting guidance, rental expenses incurred under operating leases and included in operating income consist of the following:

 

 

For the Fiscal Year Ended

 

 

 

June 30, 2019

 

Rental expenses

 

$

4,915

 

 

5.  Revenue Recognition

The following tables present net sales groupeddisaggregated by (i) classification of salescustomer type and (ii) REPREVE® Fiber sales:

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Third-party manufacturer

 

$

656,763

 

 

$

598,510

 

 

$

700,077

 

 

$

808,655

 

 

$

656,763

 

 

$

598,510

 

Service

 

 

10,829

 

 

 

7,999

 

 

 

8,727

 

 

 

7,103

 

 

 

10,829

 

 

 

7,999

 

Net sales

 

$

667,592

 

 

$

606,509

 

 

$

708,804

 

 

$

815,758

 

 

$

667,592

 

 

$

606,509

 

F-15


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

REPREVE® Fiber

 

$

245,832

 

 

$

186,141

 

 

$

180,254

 

 

$

293,080

 

 

$

245,832

 

 

$

186,141

 

All other products and services

 

 

421,760

 

 

 

420,368

 

 

 

528,550

 

 

 

522,678

 

 

 

421,760

 

 

 

420,368

 

Net sales

 

$

667,592

 

 

$

606,509

 

 

$

708,804

 

 

$

815,758

 

 

$

667,592

 

 

$

606,509

 

Third-Party Manufacturer

Third-party 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 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.

REPREVE® Fiber

REPREVE® Fiber represents our collection of fiber products on our recycled platform, with or without added technologies.


F-15


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Variable Consideration

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. For fiscal 2021, 2020 and 2019, variableVariable consideration has been immaterial to UNIFI’s financial statements.statements for all years presented.

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.

 

 

6. Receivables, Net

Receivables, net consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Customer receivables

 

$

81,921

 

 

$

53,307

 

 

$

99,963

 

 

$

81,921

 

Allowance for uncollectible accounts

 

 

(2,525

)

 

 

(3,796

)

 

 

(1,498

)

 

 

(2,525

)

Reserves for quality claims

 

 

(703

)

 

 

(928

)

 

 

(860

)

 

 

(703

)

Net customer receivables

 

 

78,693

 

 

 

48,583

 

 

 

97,605

 

 

 

78,693

 

Other receivables

 

 

16,144

 

 

 

5,143

 

 

 

8,960

 

 

 

16,144

 

Total receivables, net

 

$

94,837

 

 

$

53,726

 

 

$

106,565

 

 

$

94,837

 

 

Other receivables includes $13,391$7,849 and $1,596$13,391 of banker’s acceptance notes (“BANs”) as of July 3, 2022 and June 27, 2021, and June 28, 2020respectively, in connection with the settlement of certain customer receivables generated from trade activity in the Asia Segment. The BANs are redeemable upon maturity from the drawing financial institutions, or earlier at a discount.

F-16


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

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

 

 

Allowance for

Uncollectible

Accounts

 

 

Reserves for

Quality Claims

 

 

Allowance for

Uncollectible

Accounts

 

 

Reserves for

Quality Claims

 

Balance at June 24, 2018

 

$

(2,059

)

 

$

(564

)

Charged to costs and expenses

 

 

(308

)

 

 

(2,019

)

Translation activity

 

 

(9

)

 

 

5

 

Deductions

 

 

38

 

 

 

1,617

 

Balance at June 30, 2019

 

$

(2,338

)

 

$

(961

)

 

$

(2,338

)

 

$

(961

)

Charged to costs and expenses

 

 

(1,739

)

 

 

(1,251

)

 

 

(1,739

)

 

 

(1,251

)

Translation activity

 

 

186

 

 

 

10

 

 

 

186

 

 

 

10

 

Deductions

 

 

95

 

 

 

1,274

 

 

 

95

 

 

 

1,274

 

Balance at June 28, 2020

 

$

(3,796

)

 

$

(928

)

 

$

(3,796

)

 

$

(928

)

Credited (charged) to costs and expenses

 

 

1,316

 

 

 

(1,085

)

 

 

1,316

 

 

 

(1,085

)

Translation activity

 

 

(89

)

 

 

(36

)

 

 

(89

)

 

 

(36

)

Deductions

 

 

44

 

 

 

1,346

 

 

 

44

 

 

 

1,346

 

Balance at June 27, 2021

 

$

(2,525

)

 

$

(703

)

 

$

(2,525

)

 

$

(703

)

Credited (charged) to costs and expenses

 

 

445

 

 

 

(1,065

)

Translation activity

 

 

40

 

 

 

12

 

Deductions

 

 

542

 

 

 

896

 

Balance at July 3, 2022

 

$

(1,498

)

 

$

(860

)

 

Amounts credited (charged) to costs and expenses for the allowance for uncollectible accounts are reflected in the (benefit) provision for bad debts and deductions represent amounts written off which were deemed to not be collectible, net of any recoveries.  Amounts charged to costs and expenses for the reserves for quality claims are primarily reflected as a reduction of net sales and deductions represent adjustments to either increase or decrease claims based on negotiated amounts or actual versus estimated claim differences.  

 

 

F-16


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

7.  Inventories

Inventories consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Raw materials

 

$

54,895

 

 

$

42,758

 

 

$

69,994

 

 

$

54,895

 

Supplies

 

 

10,692

 

 

 

9,294

 

 

 

11,953

 

 

 

10,692

 

Work in process

 

 

7,516

 

 

 

6,267

 

 

 

10,358

 

 

 

7,516

 

Finished goods

 

 

70,525

 

 

 

55,609

 

 

 

84,477

 

 

 

70,525

 

Gross inventories

 

 

143,628

 

 

 

113,928

 

 

 

176,782

 

 

 

143,628

 

Net realizable value adjustment

 

 

(2,407

)

 

 

(4,224

)

 

 

(3,487

)

 

 

(2,407

)

Total inventories

 

$

141,221

 

 

$

109,704

 

 

$

173,295

 

 

$

141,221

 

 

The cost for the majority of UNIFI’s inventories is determined using the first-in, first-out method.  Certain foreign inventories and limited categories of supplies of $58,468$53,793 and $42,451$58,468 as of July 3, 2022 and June 27, 2021, and June 28, 2020, respectively, were valued under the average cost method.

 

 

8. Other Current Assets

Other current assets consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Recovery of non-income taxes

 

$

3,456

 

 

$

 

Vendor deposits

 

 

3,341

 

 

 

2,349

 

 

$

6,910

 

 

$

3,341

 

Recovery of non-income taxes, net

 

 

6,770

 

 

 

3,456

 

Prepaid expenses and other

 

 

2,753

 

 

 

1,857

 

 

 

3,004

 

 

 

2,753

 

Value-added taxes receivable

 

 

2,484

 

 

 

2,604

 

 

 

1,987

 

 

 

2,484

 

Contract assets

 

 

330

 

 

 

4,953

 

 

 

285

 

 

 

330

 

Total other current assets

 

$

12,364

 

 

$

11,763

 

 

$

18,956

 

 

$

12,364

 

 

Vendor deposits primarily relates to down payments made toward the purchase of inventory. Recovery of non-income taxes, net relates to favorable litigation results for UNIFI’s Brazilian operations in fiscal 2021, generating overpayments that resulted from excess social program taxes paid in prior fiscal years, as further described below. Vendor deposits primarily relates to downPrepaid expenses consists of advance payments made toward the purchase of inventory.for routine operating expenses. 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. 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.

F-17


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Recovery of Non-Income Taxes, Net

Brazilian companies are subject to various taxes on business operations, including turnover taxes used to fund social security and unemployment programs, commonly referred to as PIS/COFINS taxes.  UNIFI, along with numerous other companies in Brazil, challenged the constitutionality of certain state taxes historically included in the PIS/COFINS tax base, resulting in over-taxation.base.

On May 13, 2021, Brazil’s supreme courtSupreme Federal Court (“SFC”) ruled in favor of taxpayers, and on July 7, 2021, the Brazilian Internal Revenue Service withdrew its existing appeal. Following the supreme courtSFC decision, the federal government will not issue refunds for these taxes andbut will instead will allow for the overpayments and associated interest to be applied as credits against future PIS/COFINS tax obligations.

There are no limitations or restrictions on UNIFI’s ability to recover the associated overpayment claims as future income is generated. Thus,In fiscal 2021, UNIFI recorded $11,519 to reflect the current and non-current recovery of PIS/COFINS taxes and associated interest, with $942 of recoveries relating to fiscal 2021 included within net sales and $10,577 of recoveries relating to fiscal years prior to 2021, which is reduced by fees related to the recovery efforts to comprise $9,717 for recovery of non-income taxes. We expectDuring fiscal 2022, UNIFI (i) reduced the estimated recovery by $815, based on additional clarity and review of the recovery process during the months following the associated SFC decision and (ii) updated the expected duration of claim recovery to recover the entirety of our claims over the 40-month12-month period following June 2021.March 27, 2022. The remaining recovery amount was reclassed to current assets accordingly, with no amounts reflected in other non-current assets at July 3, 2022.

F-17


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

9.  Property, Plant and Equipment, Net

PP&E, net consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Land

 

$

3,184

 

 

$

3,154

 

 

$

3,160

 

 

$

3,184

 

Land improvements

 

 

16,372

 

 

 

16,344

 

 

 

16,443

 

 

 

16,372

 

Buildings and improvements

 

 

160,122

 

 

 

158,025

 

 

 

164,252

 

 

 

160,122

 

Assets under finance leases

 

 

22,000

 

 

 

29,857

 

 

 

10,921

 

 

 

22,000

 

Machinery and equipment

 

 

609,414

 

 

 

602,867

 

 

 

635,699

 

 

 

609,414

 

Computers, software and office equipment

 

 

24,848

 

 

 

22,677

 

 

 

25,348

 

 

 

24,848

 

Transportation equipment

 

 

10,461

 

 

 

7,806

 

 

 

10,591

 

 

 

10,461

 

Construction in progress

 

 

17,834

 

 

 

7,582

 

 

 

20,397

 

 

 

17,834

 

Gross PP&E

 

 

864,235

 

 

 

848,312

 

 

 

886,811

 

 

 

864,235

 

Less: accumulated depreciation

 

 

(656,576

)

 

 

(636,221

)

 

 

(666,569

)

 

 

(656,576

)

Less: accumulated amortization – finance leases

 

 

(5,963

)

 

 

(7,845

)

 

 

(3,904

)

 

 

(5,963

)

Total PP&E, net

 

$

201,696

 

 

$

204,246

 

 

$

216,338

 

 

$

201,696

 

 

Assets under finance leases consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Transportation equipment

 

$

8,276

 

 

$

8,276

 

Machinery and equipment

 

$

9,897

 

 

$

15,542

 

 

 

2,645

 

 

 

9,897

 

Transportation equipment

 

 

8,276

 

 

 

10,487

 

Building improvements

 

 

3,827

 

 

 

3,828

 

 

 

 

 

 

3,827

 

Gross assets under finance leases

 

$

22,000

 

 

$

29,857

 

 

$

10,921

 

 

$

22,000

 

Depreciation and amortization expense and repair and maintenance expenses were as follows:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Depreciation and amortization expense

 

$

24,215

 

 

$

22,551

 

 

$

21,602

 

 

$

24,509

 

 

$

24,215

 

 

$

22,551

 

Repair and maintenance expenses

 

 

18,118

 

 

 

18,093

 

 

 

21,226

 

 

 

20,076

 

 

 

18,118

 

 

 

18,093

 

 

 

10. Other Non-Current Assets

Other non-current assets consists of the following:

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Recovery of non-income taxes

 

$

8,063

 

 

$

 

Intangible assets, net

 

 

3,978

 

 

 

1,412

 

 

$

2,500

 

 

$

3,978

 

Grantor trust

 

 

2,196

 

 

 

 

Investments in unconsolidated affiliates

 

 

2,159

 

 

 

2,171

 

 

 

2,072

 

 

 

2,159

 

Vendor deposits and other

 

 

425

 

 

 

548

 

Recovery of non-income taxes, net

 

 

 

 

 

8,063

 

Other

 

 

2,020

 

 

 

425

 

Total other non-current assets

 

$

14,625

 

 

$

4,131

 

 

$

8,788

 

 

$

14,625

 

Grantor Trust

During fiscal 2022, UNIFI established a grantor (or “rabbi”) trust to facilitate the payment of obligations under the Unifi, Inc. Deferred Compensation Plan (the “DCP”), which was also established in fiscal 2022. In addition to providing certain key employees with the ability to defer earned cash incentive compensation into the DCP, participants can generally choose the form and timing of deferred amounts. The DCP assumed the participants, obligations, and major terms of the Unifi, Inc. Supplemental Key Employee Retirement Plan (together with amendments, the “SERP”), an unfunded plan established in 2006 for purposes of generating supplemental retirement income for key employees of UNIFI. The amounts credited to participant accounts are reflected in selling, general, and administrative expenses. The assets of the trust are subject to the claims of UNIFI’s creditors in the event of insolvency.  Investments held for the DCP consist of mutual funds and are recorded based on market values.  A change in the value of the trust assets would substantially be offset by a change in the liability to the participants, resulting in an immaterial net impact on our consolidated financial statements.

The fair value of the investment assets held by the trust were approximately $2,196 and $0 as of July 3, 2022 and June 27, 2021, respectively, and are classified as trading securities within Other non-current assets.  Trading gains and losses associated with these investments are recorded to Other operating expense, net.  The associated DCP liability is recorded within Other current liabilities and Other long-term liabilities based on expected payment timing, and any increase or decrease in the liability is reflected as compensation in Selling, general and administrative expenses.  During fiscal 2022, we recorded losses on investments held by the trust of $48.

F-18


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Recovery of Non-Income Taxes, Net

As previously described in Note 8, “Other Current Assets,” UNIFI recorded a recovery of non-income taxes and reflected current and non-current assets accordingly.

F-18


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Intangible Assets

Intangible assets, net consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Customer lists

 

$

5,220

 

 

$

1,615

 

 

$

5,220

 

 

$

5,220

 

Non-compete agreement

 

 

1,875

 

 

 

1,875

 

 

 

1,875

 

 

 

1,875

 

Trademarks

 

 

411

 

 

 

455

 

 

 

104

 

 

 

411

 

Total intangible assets, gross

 

 

7,506

 

 

 

3,945

 

 

 

7,199

 

 

 

7,506

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated amortization – customer lists

 

 

(2,049

)

 

 

(1,493

)

 

 

(3,056

)

 

 

(2,049

)

Accumulated amortization – non-compete agreement

 

 

(1,188

)

 

 

(813

)

 

 

(1,563

)

 

 

(1,188

)

Accumulated amortization – trademarks

 

 

(291

)

 

 

(227

)

 

 

(80

)

 

 

(291

)

Total accumulated amortization

 

 

(3,528

)

 

 

(2,533

)

 

 

(4,699

)

 

 

(3,528

)

Total intangible assets, net

 

$

3,978

 

 

$

1,412

 

 

$

2,500

 

 

$

3,978

 

 

The customer list and non-compete agreement established prior to fiscal 2021 are immaterial. In fiscal 2021, UNIFI purchased certain air-jet texturing assets from a competitor that are included in the Polyester Segment. The customer list is being amortized over a 10-year estimated useful life based on the expected economic benefit. Also in fiscal 2021, UNIFI purchased certain assets from a competitor that are included in the Nylon Segment. A customer list was acquired and is being amortized over a three-year estimated useful life based on the expected economic benefit.

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

Amortization expense for intangible assets consists of the following:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Customer lists

 

$

556

 

 

$

326

 

 

$

639

 

 

$

1,007

 

 

$

556

 

 

$

326

 

Non-compete agreement

 

 

375

 

 

 

375

 

 

 

379

 

 

 

375

 

 

 

375

 

 

 

375

 

Trademarks

 

 

147

 

 

 

154

 

 

 

94

 

 

 

96

 

 

 

147

 

 

 

154

 

Total amortization expense

 

$

1,078

 

 

$

855

 

 

$

1,112

 

 

$

1,478

 

 

$

1,078

 

 

$

855

 

 

The following table presents the expected intangible asset amortization for the next five fiscal years:

 

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Thereafter

 

Expected amortization

 

$

1,477

 

 

$

1,292

 

 

$

528

 

 

$

108

 

 

$

573

 

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Fiscal 2027

 

 

Thereafter

 

Expected amortization

 

$

1,291

 

 

$

528

 

 

$

108

 

 

$

108

 

 

$

108

 

 

$

357

 

 

Investments in Unconsolidated Affiliates

U.N.F. Industries, Ltd.

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

UNF America, LLC

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

In conjunction with the formation of UNFA, UNIFI entered into a supply agreement with UNF and UNFA (collectively, “UNFs”) 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 agreement has no stated minimum purchase quantities, and pricing is negotiated every six months based on market rates.  As of June 27, 2021,July 3, 2022, UNIFI’s open purchase orders related to this agreement were $1,741.$896.

F-19


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

UNFA

 

$

18,932

 

 

$

14,583

 

 

$

23,089

 

 

$

29,637

 

 

$

18,932

 

 

$

14,583

 

UNF

 

 

548

 

 

 

1,450

 

 

 

1,735

 

 

 

1,175

 

 

 

548

 

 

 

1,450

 

Total

 

$

19,480

 

 

$

16,033

 

 

$

24,824

 

 

$

30,812

 

 

$

19,480

 

 

$

16,033

 

 

As of July 3, 2022 and June 27, 2021, and June 28, 2020, UNIFI had combined accounts payable due to UNF and UNFA of $2,955$5,565 and $1,166,$2,955, respectively.

UNIFI has determined that UNF and UNFA are variable interest entities and has also determined that UNIFI is the primary beneficiary of these entities, based on the terms of the supply agreement.  As a result, these entities should be consolidated with UNIFI’s financial results.  As (i) UNIFI purchases substantially all of the output from the two entities so all intercompany sales would be eliminated in consolidation, (ii) the two entities’ balance sheets constitute 3% or less of UNIFI’s current assets total assets and total liabilities,assets, and (iii) 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.statements and instead is accounting for these entities as equity investments.  As of June 27 2021,July 3, 2022, UNIFI’s combined investments in UNF and UNFA were $2,159.$2,072.  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.

Parkdale America, LLC

In June 1997, UNIFI and Parkdale Mills, Inc. (“Mills”) entered into a Contribution Agreement that set forth the terms and conditions by which the two companies contributed all of the assets of their spun cotton yarn operations utilizing open-end and air-jet spinning technologies to create PAL, a producer of cotton and synthetic yarns for sale to the global textile industry and apparel market.  In exchange for its contribution, UNIFI received a 34% equity ownership interest in the PAL Investment, accounted for using the equity method of accounting.  Effective January 1, 2012, Mills’ interest in PAL was assigned to Parkdale.

During March 2020, UNIFI commenced negotiations to sell the PAL Investment to Parkdale. Such negotiations indicated that the fair value of the PAL Investment was less than UNIFI’s carrying value, and UNIFI no longer intended to hold the PAL Investment to allow recovery of the carrying value. UNIFI recorded an other-than-temporary impairment of $45,194 to adjust the PAL Investment to fair value. In April 2020, UNIFI and Parkdale finalized negotiations to sell UNIFI’s PAL Investment to Parkdale for $60,000. The transaction closed on April 29, 2020, and UNIFI received $60,000 in cash.

During UNIFI’s period of ownership, PAL was a limited liability company treated as a partnership for income tax reporting purposes.  Per PAL’s fiscal 2020 unaudited financial statements, PAL had 10 manufacturing facilities located primarily in the southeast region of the U.S. and in Mexico, and PAL’s 5 largest customers accounted for approximately 69% of total revenues and 68% of total gross accounts receivable outstanding.

The U.S. federal government maintains a program providing economic adjustment assistance to domestic users of upland cotton (the “cotton rebate program”). The cotton rebate program offers a subsidy for cotton consumed in domestic production, and the subsidy is paid the month after the eligible cotton is consumed. To be completely earned, the subsidy must be used within 18 months after the marketing year in which it is earned to purchase qualifying capital expenditures in the U.S. for production of goods from upland cotton. The marketing year is from August 1 to July 31. The program provides a subsidy of up to three cents per pound. In December 2018, the U.S. federal government extended the program at the same rate through July 31, 2021, and for subsequent years, subject to funding available through annual appropriations.  PAL recognizes its share of income for the cotton subsidy when the cotton has been consumed and the qualifying assets have been acquired, with an appropriate allocation methodology considering the dual criteria of the subsidy.

PAL has been subject to price risk related to anticipated fixed-price yarn sales.  To protect the gross margin of these sales, PAL may have entered into cotton futures to manage changes in raw material prices in order to protect the gross margin of fixed-priced yarn sales.  The derivative instruments used were listed and traded on an exchange and were thus valued using quoted prices classified within Level 1 of the fair value hierarchy.

F-20


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

Condensed balance sheet and income statement information for UNIFI’s unconsolidated affiliatesUNFs (including reciprocal balances) is presented in the following tables. PAL is separately disclosed due to its status as a significant subsidiary for fiscal 2019.  PAL has not met the criteria for segment reporting. Below, (i) no PAL Investment amounts are reported for June 27, 2021 and June 28, 2020 due to the associated divestiture on April 29, 2020, and (ii) fiscalFiscal 2020 PAL Investment income statement activity is reported for the ten months of fiscal 2020 ownership ending April 29, 2020.

 

 

As of June 27, 2021

 

 

PAL

 

 

Other

 

 

Total

 

 

July 3, 2022

 

 

June 27, 2021

 

Current assets

 

$

 

 

$

7,931

 

 

$

7,931

 

 

$

10,705

 

 

$

7,931

 

Non-current assets

 

 

 

 

 

659

 

 

 

659

 

 

 

605

 

 

 

659

 

Current liabilities

 

 

 

 

 

3,967

 

 

 

3,967

 

 

 

8,056

 

 

 

3,967

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity and capital accounts

 

 

 

 

 

4,623

 

 

 

4,623

 

 

 

3,254

 

 

 

4,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UNIFI’s portion of undistributed earnings

 

 

 

 

 

2,100

 

 

 

2,100

 

 

 

2,013

 

 

 

2,100

 

 

 

 

As of June 28, 2020

 

 

 

PAL

 

 

Other

 

 

Total

 

Current assets

 

$

 

 

$

5,190

 

 

$

5,190

 

Non-current assets

 

 

 

 

 

561

 

 

 

561

 

Current liabilities

 

 

 

 

 

1,415

 

 

 

1,415

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

Shareholders’ equity and capital accounts

 

 

 

 

 

4,336

 

 

 

4,336

 

 

 

July 3, 2022

 

 

June 27, 2021

 

Net sales

 

$

31,745

 

 

$

19,649

 

Gross profit

 

 

1,928

 

 

 

3,423

 

Income from operations

 

 

148

 

 

 

1,777

 

Net income

 

 

127

 

 

 

1,782

 

Depreciation and amortization

 

 

121

 

 

 

151

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

750

 

 

 

750

 

 

 

For the Fiscal Year Ended June 27, 2021

 

 

 

PAL

 

 

Other

 

 

Total

 

Net sales

 

$

 

 

$

19,649

 

 

$

19,649

 

Gross profit

 

 

 

 

 

3,423

 

 

 

3,423

 

Income from operations

 

 

 

 

 

1,777

 

 

 

1,777

 

Net income

 

 

 

 

 

1,782

 

 

 

1,782

 

Depreciation and amortization

 

 

 

 

 

151

 

 

 

151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

 

 

 

750

 

 

 

750

 

 

 

For the Fiscal Year Ended June 28, 2020

 

 

 

PAL

 

 

Other

 

 

Total

 

Net sales

 

$

544,006

 

 

$

17,068

 

 

$

561,074

 

Gross profit

 

 

7,592

 

 

 

2,056

 

 

 

9,648

 

(Loss) income from operations

 

 

(7,484

)

 

 

410

 

 

 

(7,074

)

Net (loss) income

 

 

(2,823

)

 

 

497

 

 

 

(2,326

)

Depreciation and amortization

 

 

33,455

 

 

 

135

 

 

 

33,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received by PAL under cotton rebate program

 

 

11,186

 

 

 

 

 

 

11,186

 

Earnings recognized by PAL for cotton rebate program

 

 

9,697

 

 

 

 

 

 

9,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

10,437

 

 

 

 

 

 

10,437

 

 

 

For the Fiscal Year Ended June 30, 2019

 

 

 

PAL

 

 

Other

 

 

Total

 

Net sales

 

$

836,675

 

 

$

25,621

 

 

$

862,296

 

Gross profit

 

 

24,455

 

 

 

4,713

 

 

 

29,168

 

Income from operations

 

 

6,575

 

 

 

2,988

 

 

 

9,563

 

Net income

 

 

7,534

 

 

 

3,093

 

 

 

10,627

 

Depreciation and amortization

 

 

40,679

 

 

 

190

 

 

 

40,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received by PAL under cotton rebate program

 

 

13,367

 

 

 

 

 

 

13,367

 

Earnings recognized by PAL for cotton rebate program

 

 

12,896

 

 

 

 

 

 

12,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

647

 

 

 

2,000

 

 

 

2,647

 

F-21F-20


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

For the Fiscal Year Ended June 28, 2020

 

 

 

PAL

 

 

UNFs

 

 

Total

 

Net sales

 

$

544,006

 

 

$

17,068

 

 

$

561,074

 

Gross profit

 

 

7,592

 

 

 

2,056

 

 

 

9,648

 

(Loss) income from operations

 

 

(7,484

)

 

 

410

 

 

 

(7,074

)

Net (loss) income

 

 

(2,823

)

 

 

497

 

 

 

(2,326

)

Depreciation and amortization

 

 

33,455

 

 

 

135

 

 

 

33,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash received by PAL under cotton rebate program

 

 

11,186

 

 

 

 

 

 

11,186

 

Earnings recognized by PAL for cotton rebate program

 

 

9,697

 

 

 

 

 

 

9,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

10,437

 

 

 

 

 

 

10,437

 

 

 

11. Other Current Liabilities

Other current liabilities consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Payroll and fringe benefits

 

$

9,414

 

 

$

10,204

 

Incentive compensation

 

$

12,356

 

 

$

777

 

 

 

3,916

 

 

 

12,356

 

Payroll and fringe benefits

 

 

10,204

 

 

 

7,259

 

Utilities

 

 

2,287

 

 

 

2,347

 

Deferred revenue

 

 

2,691

 

 

 

1,279

 

 

 

1,694

 

 

 

2,691

 

Utilities

 

 

2,347

 

 

 

1,565

 

Interest rate swaps

 

 

1,234

 

 

 

 

 

 

 

 

 

1,234

 

Current portion of supplemental post-employment plan

 

 

1,087

 

 

 

5

 

Property taxes

 

 

598

 

 

 

976

 

Severance

 

 

171

 

 

 

1,083

 

Other

 

 

950

 

 

 

745

 

Property taxes and other

 

 

2,495

 

 

 

2,806

 

Total other current liabilities

 

$

31,638

 

 

$

13,689

 

 

$

19,806

 

 

$

31,638

 

 

 

12. 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

 

June 27, 2021

 

June 27, 2021

 

 

June 28, 2020

 

 

Maturity Date

 

July 3, 2022

 

July 3, 2022

 

 

June 27, 2021

 

ABL Revolver

 

December 2023

 

0.0%

 

 

$

 

 

$

 

 

December 2023

 

3.2%

 

 

$

41,300

 

 

$

 

ABL Term Loan

 

December 2023

 

3.1%

(1)

 

 

77,500

 

 

 

87,500

 

 

December 2023

 

3.2%

 

 

 

65,000

 

 

 

77,500

 

Finance lease obligations

 

(2)

 

3.6%

 

 

 

8,475

 

 

 

11,381

 

 

(1)

 

3.6%

 

 

 

7,261

 

 

 

8,475

 

Construction financing

 

(3)

 

2.3%

 

 

 

882

 

 

 

 

 

(2)

 

1.9%

 

 

 

729

 

 

 

882

 

Total debt

 

 

 

 

 

 

 

86,857

 

 

 

98,881

 

 

 

 

 

 

 

 

114,290

 

 

 

86,857

 

Current ABL Term Loan (4)

 

 

 

 

 

 

 

(12,500

)

 

 

(10,000

)

 

 

 

 

 

 

 

(10,000

)

 

 

(12,500

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

(3,545

)

 

 

(3,563

)

 

 

 

 

 

 

 

(1,726

)

 

 

(3,545

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

(476

)

 

 

(711

)

 

 

 

 

 

 

 

(255

)

 

 

(476

)

Total long-term debt

 

 

 

 

 

 

$

70,336

 

 

$

84,607

 

 

 

 

 

 

 

$

102,309

 

 

$

70,336

 

 

(1)

Includes the effects of interest rate swaps.

(2)

Scheduled maturity dates for finance lease obligations range from May 2022March 2025 to November 2027.

(3)(2)

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

(4)

Because fiscal 2022 is a 53-week fiscal year, five regularly scheduled ABL Term Loan principal payments are disclosed in the current portion of long-term debt to reflect the amount due within the operating cycle and fiscal year ending July 3, 2022.

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 (together with all previous and subsequent amendments, 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.

F-21


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

The 2018 Amendment made the following changes to the Credit Agreement, among others: (i) extended the maturity 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 the ABL Term Loan reset were used to pay down the amount outstanding on the ABL Revolver.  Additionally, the 2018 Amendment resulted in a loss on extinguishment of debt of $131 in connection with the write-off of certain unamortized debt issuance costs.

F-22


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

In connection and concurrent with the sale of UNIFI’s 34% interest in PAL on April 29, 2020, UNIFI entered into the Fourth Amendment to Amended and Restated Credit Agreement (“Fourth Amendment”).  The Fourth Amendment, among other things:things, revised the:  (i) revised the definition of permitted dispositions within the Credit Agreement to include the sale by Unifi Manufacturing, Inc. of its equity interest in PAL so long as the aggregate net cash proceeds received equaled or exceeded $60,000 and such sale occurred on or before May 15, 2020;  (ii) revised the terms of the Credit Agreement to allow the net cash proceeds from the sale of PAL to be applied to the outstanding principal amount of the ABL Revolver until paid in full with the remaining net cash proceeds retained by UNIFI, so long as certain conditions were met; and (iii) revised the terms of the Credit Agreement to allow the lenders to make changes to the benchmark interest rate without further amendment should LIBOR temporarily or permanently cease to exist and a transition to a new benchmark interest rate such as the Secured Overnight Financing Rate (“SOFR”) be required for future ABL Facility borrowings. The Fourth Amendment generated no change in cash flows for the Credit Agreement and, accordingly, followed debt modification accounting.

On February 5, 2021, UNIFI entered into the Fifth Amendment to Amended and Restated Agreement (“Fifth Amendment”).  The Fifth Amendment primarily allowed for share repurchases of up to $5,000 to be completed from available domestic cash, through June 30, 2021. No such share repurchases were made.

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 a certain subsidiary guarantor (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 Trigger Level (as defined in the Credit Agreement), a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a quarterly basis of at least 1.05 to 1.00 becomes effective. The Trigger Level as of June 27, 2021July 3, 2022 was $22,188.$20,625. In addition, the ABL Facility contains restrictions on particular payments and investments, including certain restrictions on the payment of dividends and share repurchases. 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 LIBOR plus an applicable margin of 1.25% to 1.75%, or the Base Rate (as defined below) plus an applicable margin of 0.25% to 0.75%, with interest currently being paid on a monthly basis. The applicable 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 (i) the prime lending rate as publicly announced from time to time by Wells Fargo Bank, National Association, (ii) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, and (iii) 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 inventories and is subject to certain conditions and limitations. There is also a monthly unused line fee under the ABL Revolver of 0.25%.

In 2017, UNIFI entered into three interest rate swaps with Wells Fargo Bank, N.A., with notional amounts of $20,000 (“Swap A”), $30,000 (“Swap B”) and $25,000 (“Swap C”), respectively. The combined designated hedges fixfixed LIBOR at approximately 1.9% for $75,000 of variable rate borrowings through May 24, 2022.  Such swaps terminated in May 2022 and there were no material fair value or hedging impacts.

As of June 27, 2021:July 3, 2022: UNIFI had $0 of standby letters of credit; excess availability under the ABL Revolver was $65,891;$51,409; and the fixed charge coverage ratio was 0.60(0.24) to 1.00.  Management maintains the capability to improve the fixed charge coverage ratio utilizing existing foreign cash and cash equivalents.

Finance Lease Obligations

During fiscal 2022, UNIFI entered into finance lease obligations totaling $2,493 for eAFK Evo texturing machines.  The maturity dates of these obligations occur during fiscal 2027 with interest rates between 3.0% and 4.4%.

During fiscal 2021, UNIFI entered into finance lease obligations totaling $740 for certain transportation equipment.  The maturity date of these obligations is June 2025 with an interest rate of 3.8%.

During fiscal 2020, UNIFI entered into finance lease obligations totaling $6,301 for certain transportation equipment.  The maturity date of these obligations range from March 2025 to November 2026 with interest rates ranging from 3.1% to 3.5%.  There were no significant finance leases established in fiscal 2019.  

F-23

F-22


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

Construction Financing

In May 2021, UNIFI entered into an agreement with a third party lender that provides for construction-period financing for certain build-to-suit assets.texturing machinery included in our capital allocation plans. UNIFI will recordrecords project costs to construction in progress and the corresponding liability to construction financing (within long-term debt). The agreement provides for monthly, interest-only payments during the construction period, at a rate of LIBORSOFR plus 2.2%1.25%, and contains terms customary for a financing of this type.

TheEach borrowing under the agreement provides for 60 monthly payments, which will commence upon the completion of the construction period with an interest rate of approximately 2.8%4.4%. In connection with this construction financing arrangement, UNIFI recorded long-term debthas borrowed a total of $882.$3,222 and transitioned $2,493 of completed asset costs to finance lease obligations as of July 3, 2022.

Scheduled Debt Maturities

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the following five fiscal years and thereafter. Because fiscal 2022 is a 53-week fiscal year, five regularly scheduled ABL Term Loan principal payments are disclosed in the table below and the current portion of long-term debt to reflect the amount due within the operating cycle and fiscal year ending July 3, 2022:

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Thereafter

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Fiscal 2027

 

 

Thereafter

 

ABL Revolver

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

41,300

 

 

$

 

 

$

 

 

$

 

 

$

 

ABL Term Loan

 

 

12,500

 

 

 

10,000

 

 

 

55,000

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

55,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease obligations

 

 

3,545

 

 

 

1,257

 

 

 

1,301

 

 

 

1,195

 

 

 

733

 

 

 

444

 

 

 

1,726

 

 

 

1,787

 

 

 

1,699

 

 

 

1,255

 

 

 

732

 

 

 

62

 

Total (1)

 

$

16,045

 

 

$

11,257

 

 

$

56,301

 

 

$

1,195

 

 

$

733

 

 

$

444

 

 

$

11,726

 

 

$

98,087

 

 

$

1,699

 

 

$

1,255

 

 

$

732

 

 

$

62

 

 

 

(1)

Total reported excludes $882$729 for construction financing, described above.

 

 

13. Other Long-Term Liabilities

Other long-term liabilities consists of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Nonqualified deferred compensation plan obligation

 

$

1,982

 

 

$

2,090

 

Uncertain tax positions

 

$

3,045

 

 

$

1,112

 

 

 

1,575

 

 

 

3,045

 

Supplemental post-employment plan

 

 

2,090

 

 

 

3,019

 

Interest rate swaps

 

 

 

 

 

2,551

 

Other

 

 

2,337

 

 

 

1,924

 

 

 

892

 

 

 

2,337

 

Total other long-term liabilities

 

$

7,472

 

 

$

8,606

 

 

$

4,449

 

 

$

7,472

 

 

As further described in Note 10, “Other Non-Current Assets,” UNIFI maintains an unfunded supplemental post-employmenta nonqualified deferred compensation plan for certain management employees.  Each employee’s account is credited annually based uponkey employees and reflects a percentage of the participant’s base salary, with each participant’s balance adjusted quarterly to reflect the returns of a money market fund.  Amounts are paid to participants six months after termination of employment.long-term obligation for amounts due beyond twelve months.

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

 

 

14. Income Taxes

Components of Income (Loss) Before Income Taxes

The components of income (loss) before income taxes consist of the following:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

U.S.

 

$

(12,463

)

 

$

(74,905

)

 

$

(13,326

)

 

$

(18,364

)

 

$

(12,463

)

 

$

(74,905

)

Foreign

 

 

58,810

 

 

 

18,640

 

 

 

23,337

 

 

 

45,192

 

 

 

58,810

 

 

 

18,640

 

Income (loss) before income taxes

 

$

46,347

 

 

$

(56,265

)

 

$

10,011

 

 

$

26,828

 

 

$

46,347

 

 

$

(56,265

)

 

F-24F-23


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

Components of Provision for Income Taxes

Provision for income taxes consists of the following:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(577

)

 

$

282

 

 

$

(178

)

 

$

(1,163

)

 

$

(577

)

 

$

282

 

State

 

 

25

 

 

 

(118

)

 

 

28

 

 

 

2

 

 

 

25

 

 

 

(118

)

Foreign

 

 

12,739

 

 

 

4,819

 

 

 

7,282

 

 

 

15,935

 

 

 

12,739

 

 

 

4,819

 

Total current tax expense

 

 

12,187

 

 

 

4,983

 

 

 

7,132

 

 

 

14,774

 

 

 

12,187

 

 

 

4,983

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(1,564

)

 

 

(3,783

)

 

 

(813

)

 

 

(630

)

 

 

(1,564

)

 

 

(3,783

)

State

 

 

131

 

 

 

116

 

 

 

1,097

 

 

 

33

 

 

 

131

 

 

 

116

 

Foreign

 

 

6,520

 

 

 

(344

)

 

 

139

 

 

 

(2,520

)

 

 

6,520

 

 

 

(344

)

Total deferred tax expense

 

 

5,087

 

 

 

(4,011

)

 

 

423

 

 

 

(3,117

)

 

 

5,087

 

 

 

(4,011

)

Provision for income taxes

 

$

17,274

 

 

$

972

 

 

$

7,555

 

 

$

11,657

 

 

$

17,274

 

 

$

972

 

U.S. Tax Law Change

On December 22, 2017, the U.S. government enacted comprehensive tax legislation H.R. 1, formerly known as the Tax Cuts and Jobs Act.  Fiscal 2019 includes additional benefits related to the enactment of H.R. 1 of $843.  The Global Intangible Low-Taxed Income (“GILTI”) provisions included in H.R. 1 require that certain income earned by foreign subsidiaries must be currently included in the gross income of the U.S. shareholder.  These provisions were effective for UNIFI in fiscal 2019.  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.

On July 20, 2020, the U.S. Treasury issued and enacted final regulations related to GILTI that allow certain U.S. taxpayers to elect to exclude foreign income that is subject to a high effective tax rate from their GILTI inclusions. The GILTI high-tax exclusion is an annual election and is retroactively available for tax years beginning after December 31, 2017. Fiscal 2021 includes a tax benefit of $4,816 related to the retroactive election.

Utilization of Net Operating Loss Carryforwards

Domestic deferred tax expense includes the utilization of federal net operating loss (“NOL”) carryforwards of $110, $5,312 $89 and $3,122$89 for fiscal 2022, 2021, 2020 and 2019,2020, respectively. Foreign deferred tax expense includes the utilization of NOL carryforwards of $32, $441, $702 and $655$702 for fiscal 2022, 2021, 2020 and 2019,2020, respectively. State deferred tax expense includes the utilization of NOL carryforwards of $25, $167, $20 and $106$20 for fiscal 2022, 2021, 2020 and 2019,2020, respectively.

Effective Tax Rate

Reconciliation from the federal statutory tax rate to the effective tax rate is as follows:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Federal statutory tax rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

Change in valuation allowance

 

 

12.6

 

 

 

5.0

 

 

 

0.6

 

Foreign income taxed at different rates

 

 

9.0

 

 

 

(1.2

)

 

 

16.1

 

 

 

10.7

 

 

 

9.0

 

 

 

(1.2

)

Tax expense on unremitted foreign earnings

 

 

5.5

 

 

 

7.0

 

 

 

(0.9

)

Repatriation of foreign earnings and withholding taxes

 

 

1.8

 

 

 

(2.0

)

 

 

20.3

 

 

 

3.9

 

 

 

1.8

 

 

 

(2.0

)

Change in uncertain tax positions

 

 

2.4

 

 

 

0.5

 

 

 

(0.3

)

Nondeductible compensation

 

 

2.1

 

 

 

1.4

 

 

 

(0.8

)

U.S. tax on GILTI

 

 

3.9

 

 

 

(5.0

)

 

 

32.5

 

 

 

0.2

 

 

 

3.9

 

 

 

(5.0

)

Change in valuation allowance

 

 

5.0

 

 

 

0.6

 

 

 

(1.5

)

Foreign tax credits

 

 

(5.4

)

 

 

0.9

 

 

 

(11.9

)

Domestic production activities deduction

 

 

0.6

 

 

 

 

 

 

(5.6

)

Nontaxable income

 

 

(10.2

)

 

 

(2.4

)

 

 

1.1

 

Research and other business credits

 

 

(3.7

)

 

 

2.0

 

 

 

(7.7

)

 

 

(4.0

)

 

 

(3.7

)

 

 

2.0

 

State income taxes, net of federal tax benefit

 

 

(0.2

)

 

 

2.6

 

 

 

(0.6

)

 

 

(1.3

)

 

 

(0.2

)

 

 

2.6

 

Change in uncertain tax positions

 

 

0.5

 

 

 

(0.3

)

 

 

8.2

 

Nondeductible compensation

 

 

1.4

 

 

 

(0.8

)

 

 

5.1

 

Nontaxable income

 

 

(2.4

)

 

 

1.1

 

 

 

(4.2

)

Foreign tax credits

 

 

(0.5

)

 

 

(5.4

)

 

 

0.9

 

Deemed repatriation of foreign earnings under Subpart F

 

 

 

 

 

1.5

 

 

 

 

Domestic production activities deduction

 

 

 

 

 

0.6

 

 

 

 

Rate benefit of U.S. federal NOL carryback

 

 

 

 

 

(2.8

)

 

 

 

Valuation allowance related to loss on sale of investment in PAL

 

 

 

 

 

(19.3

)

 

 

 

 

 

 

 

 

 

 

 

(19.3

)

Tax expense on unremitted foreign earnings

 

 

7.0

 

 

 

(0.9

)

 

 

 

Toll charge

 

 

 

 

 

 

 

 

0.7

 

Revaluation of U.S. deferred balances due to U.S. tax reform

 

 

 

 

 

 

 

 

3.1

 

Rate benefit of U.S. federal NOL carryback

 

 

(2.8

)

 

 

 

 

 

 

Deemed repatriation of foreign earnings under Subpart F

 

 

1.5

 

 

 

 

 

 

 

Nondeductible expenses and other

 

 

0.1

 

 

 

(0.4

)

 

 

 

 

 

1.1

 

 

 

0.1

 

 

 

(0.4

)

Effective tax rate

 

 

37.3

%

 

 

(1.7

)%

 

 

75.5

%

 

 

43.5

%

 

 

37.3

%

 

 

(1.7

)%

F-25

F-24


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

Deferred Income Taxes

The significant components of UNIFI’s deferred tax assets and liabilities consist of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments, including unconsolidated affiliates

 

$

 

 

$

3,995

 

Capital loss carryforwards

 

$

16,318

 

 

$

17,429

 

Tax credits

 

 

18,711

 

 

 

19,457

 

 

 

12,079

 

 

 

18,711

 

Capital loss carryforwards

 

 

17,429

 

 

 

13,791

 

Research and development costs

 

 

7,409

 

 

 

6,934

 

NOL carryforwards

 

 

6,603

 

 

 

3,043

 

Accrued compensation

 

 

4,056

 

 

 

1,777

 

 

 

2,106

 

 

 

4,056

 

NOL carryforwards

 

 

3,043

 

 

 

3,907

 

Research and development costs

 

 

6,934

 

 

 

6,073

 

Other items

 

 

4,815

 

 

 

6,652

 

 

 

4,877

 

 

 

4,815

 

Total gross deferred tax assets

 

 

54,988

 

 

 

55,652

 

 

 

49,392

 

 

 

54,988

 

Valuation allowance

 

 

(36,980

)

 

 

(37,439

)

 

 

(31,667

)

 

 

(36,980

)

Net deferred tax assets

 

 

18,008

 

 

 

18,213

 

 

 

17,725

 

 

 

18,008

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PP&E

 

 

(16,045

)

 

 

(17,733

)

 

 

(14,952

)

 

 

(16,045

)

Unremitted earnings

 

 

(3,769

)

 

 

(510

)

 

 

(5,253

)

 

 

(3,769

)

Recovery of non-income taxes

 

 

(3,664

)

 

 

 

 

 

132

 

 

 

(3,664

)

Other

 

 

(8

)

 

 

(167

)

 

 

(138

)

 

 

(8

)

Total deferred tax liabilities

 

 

(23,486

)

 

 

(18,410

)

 

 

(20,211

)

 

 

(23,486

)

Net deferred tax liabilities

 

$

(5,478

)

 

$

(197

)

 

$

(2,486

)

 

$

(5,478

)

Deferred Income Taxes – Valuation Allowance

In assessing its ability to realize deferred tax assets, UNIFI considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  UNIFI considers the scheduled reversal of taxable temporary differences, taxable income in carryback years, cumulative losses in recent 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. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of its deferred income tax asset balances to warrant the application of a full valuation allowance against the deferred tax assets of its U.S. consolidated group and certain foreign subsidiaries as of June 27, 2021.

The balances and activity for UNIFI’s deferred tax valuation allowance are as follows:

 

 

For the Fiscal Year Ended

 

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

Balance at beginning of year

 

$

(37,439

)

 

$

(26,020

)

 

$

(15,143

)

Decrease (increase) in valuation allowance

 

 

459

 

 

 

(11,419

)

 

 

(10,877

)

Balance at end of year

 

$

(36,980

)

 

$

(37,439

)

 

$

(26,020

)

July 3, 2022.

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Investments, including unconsolidated affiliates

 

$

 

 

$

(3,995

)

 

$

(5,696

)

NOL carryforwards

 

 

(2,336

)

 

 

(2,542

)

 

 

(2,943

)

Capital loss carryforwards

 

 

(17,429

)

 

 

(13,791

)

 

 

(1,105

)

 

$

(16,318

)

 

$

(17,429

)

 

$

(13,791

)

Tax credits

 

 

(17,215

)

 

 

(17,111

)

 

 

(16,276

)

 

 

(10,779

)

 

 

(17,215

)

 

 

(17,111

)

NOL carryforwards

 

 

(4,570

)

 

 

(2,336

)

 

 

(2,542

)

Investments, including unconsolidated affiliates

 

 

 

 

 

 

 

 

(3,995

)

Total deferred tax valuation allowance

 

$

(36,980

)

 

$

(37,439

)

 

$

(26,020

)

 

$

(31,667

)

 

$

(36,980

)

 

$

(37,439

)

 

During fiscal 2022, UNIFI’s valuation allowance decreased by $5,313. The decrease was primarily driven by a decrease in the valuation allowance on foreign tax credits and capital loss carryforwards, offset by an increase in the valuation allowance on federal net operating loss and research credits carryforwards.

During fiscal 2021, UNIFI’s valuation allowance decreased by $459. The decrease was primarily driven by a decrease in the valuation allowance on investments in unconsolidated affiliates and foreign tax credits, offset by an increase in the valuation allowance on research credits and capital loss carryforwards.

During fiscal 2020, UNIFI’s valuation allowance increased by $11,419. The increase was primarily driven by an increase in the valuation allowance on a capital loss generated by the sale of UNIFI’s interest in PAL.

During fiscal 2019, UNIFI’s valuation allowance increased by $10,877. The increase was primarily driven by an increase in the valuation allowance on foreign tax credits and certain state NOLs and credit carryforwards.  

F-26F-25


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

Unrecognized Tax Benefits

A reconciliation of beginning and ending gross amounts of unrecognized tax benefits is as follows:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Balance at beginning of year

 

$

1,218

 

 

$

1,083

 

 

$

166

 

 

$

2,590

 

 

$

1,218

 

 

$

1,083

 

Gross (decreases) increases related to current period tax positions

 

 

(24

)

 

 

98

 

 

 

26

 

Gross increases related to tax positions in prior periods

 

 

1,396

 

 

 

37

 

 

 

980

 

Gross increases (decreases) related to current period tax positions

 

 

408

 

 

 

(24

)

 

 

98

 

Gross (decreases) increases related to tax positions in prior periods

 

 

(89

)

 

 

1,396

 

 

 

37

 

Gross decreases related to settlements with tax authorities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross decreases related to lapse of applicable statute of limitations

 

 

 

 

 

 

 

 

(89

)

 

 

 

 

 

 

 

 

 

Balance at end of year

 

$

2,590

 

 

$

1,218

 

 

$

1,083

 

 

$

2,909

 

 

$

2,590

 

 

$

1,218

 

 

Unrecognized tax benefits would generate a favorable impact of $2,549$4,746 on UNIFI’s effective tax rate when recognized. UNIFI does not expect material changes in uncertain tax positions within the next 12 months.  Expense for interest and penalties recognized by UNIFI within the provision for income taxes was $287, $141, $69 and $22$69 for fiscal 2022, 2021, 2020 and 2019,2020, respectively.  UNIFI had $273, $132$559, and $63$273 accrued for interest and/or penalties related to uncertain tax positions as of July 3, 2022 and June 27, 2021, June 28, 2020 and June 30, 2019, respectively.

Expiration of Net Operating Loss Carryforwards and Tax Credit Carryforwards

As of June 27, 2021,July 3, 2022, UNIFI had U.S. federal capital loss carryforwards of $71,105, U.S. federal NOL carryforwards of $16,731, U.S. state NOL carryforwards of $54,361$70,601 and foreign NOL carryforwards of $5,077.$395. The NOL carryforwards begin expiring in varying amounts in fiscal 2022.2023.  As of June 27, 2021,July 3, 2022, UNIFI had the following carryforward attributes held outside of the U.S. consolidated tax filing group: U.S. federal NOL carryforwards of $2,863, U.S. federal capital loss carryforwards of $4,489,$2,340 and U.S. state NOL carryforwards of $15,051.$14,421. The NOL carryforwards held outside of the U.S. consolidated tax filing group beganbegin expiring in fiscal 2021.2023. As of June 27, 2021,July 3, 2022, UNIFI had U.S. federal foreign tax credit carryforwards of $11,213$3,075 and foreign tax credit carryforwards in foreign jurisdictions of $2,962.$3,170. The foreign tax credit carryforwards beganbegin expiring in varying amounts in fiscal 2021.2023. As of June 27, 2021,July 3, 2022, UNIFI had U.S. federal research tax credit carryforwards of $3,964,$5,284, which begin expiring in fiscal 2039.

Tax Years Subject to Examination

Unifi, Inc. and its domestic subsidiaries file a consolidated federal income tax return, as well as income tax returns in multiple state and foreign jurisdictions.  The tax years subject to examination vary by jurisdiction.  UNIFI regularly assesses the outcomes of both completed and ongoing examinations to ensure that UNIFI’s provision for income taxes is sufficient.

In fiscal 2019, the Internal Revenue Service (“IRS”) initiated an audit of UNIFI’s domestic operations for fiscal years 2016 and 2017.  In fiscal 2020, the IRS expanded the audit to include fiscal 2018.  In fiscal 2021, the IRS expanded the audit to include fiscal 2019.  Fiscal years 2009 through 2014 remain open for certain foreign tax credit amendments and net operating loss and general business credit carrybacks.

Statutes related to material foreign jurisdictions are open from January 1, 20162017 and material state jurisdictions from June 24, 2018.30, 2019.  Certain carryforward tax attributes generated in years prior remain subject to examination and could change in subsequent tax years.

Indefinite Reinvestment Assertion

UNIFI considers $21,776$26,253 of its unremitted foreign earnings to be permanently reinvested to fund working capital requirements and operations abroad and has therefore not recognized a deferred tax liability for the estimated future taxes that would be incurred upon repatriation. If these earnings were distributed in the form of dividends or otherwise, or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, UNIFI could be subject to additional tax liabilities of approximately $4,524.$6,046.

 

 

F-27F-26


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

15. Shareholders’ Equity

On October 31, 2018, UNIFI announced that the Board approved a new share 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 may be made from time to time in the open market at prevailing market prices, through private transactions, or via 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. Repurchases, if any, are expected to be financed through cash generated from operations and borrowings under the ABL Revolver, and are subject to applicable limitations and restrictions as set forth in the ABL Facility. UNIFI may discontinue repurchases at any time that management determines additional purchases are not beneficial or advisable.

 

The following table summarizes UNIFI’s repurchases and retirements of its common stock under the 2018 SRP for the fiscal periods noted:

 

Total Number

of Shares

Repurchased

as Part of Publicly

Announced Plans

or Programs

 

 

Average Price

Paid per Share

 

 

Approximate

Dollar Value that

May Yet Be

Repurchased

Under Publicly Announced Plans or Programs

 

 

Total Number

of Shares

Repurchased

as Part of Publicly

Announced Plans

or Programs

 

 

Average Price

Paid per Share

 

 

Approximate

Dollar Value that

May Yet Be

Repurchased

Under Publicly Announced Plans or Programs

 

Fiscal 2019

 

 

 

 

$

 

 

$

50,000

 

 

 

 

 

$

 

 

$

50,000

 

Fiscal 2020

 

 

84

 

 

$

23.72

 

 

$

48,008

 

 

 

84

 

 

$

23.72

 

 

$

48,008

 

Fiscal 2021

 

 

 

 

$

 

 

$

48,008

 

 

 

 

 

$

 

 

$

48,008

 

Fiscal 2022

 

 

617

 

 

$

14.84

 

 

$

38,859

 

Total

 

 

84

 

 

$

23.72

 

 

$

48,008

 

 

 

701

 

 

$

15.90

 

 

$

38,859

 

 

 

As of June 27, 2021, $48,008July 3, 2022, $38,859 remained available for repurchase under the 2018 SRP.

Repurchased shares are retired and have the status of authorized and unissued shares.  The cost of the repurchased shares is recorded as a reduction to common stock to the extent of the par value of the shares acquired and the remainder is allocated between capital in excess of par value and retained earnings, on a pro rata basis.

NaN dividends were paid in the three most recent fiscal years.

 

 

16. 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 expired, were forfeited or otherwise terminated 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 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.

On October 29, 2020, UNIFI’s shareholders approved the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan set the number of shares available for future issuance pursuant to awards granted under the 2020 Plan to 850.  No additional awards can be granted under the 2018 Plan or other prior plans; however, awards outstanding under a respective prior plan remain subject to that plan’s provisions.

The following table provides information as of June 27, 2021July 3, 2022 with respect to the number of securities remaining available for future issuance under the 2020 Plan:

 

Authorized under the 2020 Plan

 

 

850

 

Plus: Awards expired, forfeited or otherwise terminated unexercised

 

 

1

 

Less: Awards granted to employees

 

 

(75209

)

Less: Awards granted to non-employee directors

 

 

(441

)

Available for issuance under the 2020 Plan

 

 

771601

 

F-28F-27


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

Stock Options

A summary of UNIFI’s stock options granted to key employees and valued under the Black-Scholes model is as follows:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Quantity

 

 

155

 

 

 

143

 

 

 

190

 

 

 

 

 

 

155

 

 

 

143

 

Service Period (years)

 

 

3.0

 

 

 

3.0

 

 

 

3.0

 

 

 

 

 

 

3.0

 

 

 

3.0

 

Weighted Average Exercise Price

 

$

15.64

 

 

$

19.95

 

 

$

23.73

 

 

$

 

 

$

15.64

 

 

$

19.95

 

Weighted Average Grant Date Fair Value

 

$

6.75

 

 

$

7.33

 

 

$

8.42

 

 

$

 

 

$

6.75

 

 

$

7.33

 

 

On May 1, 2020, excluded from the fiscal 2020 table above, UNIFI granted stock options to purchase 533 shares of its common stock to a key employee with an exercise price of $11.74 and 10-year contractual terms, as follows:

 

100 vested immediately and had a grant date fair value of $4.83 using the Black-Scholes model;

 

100 cliff-vest after three years of service and had a grant date fair value of $4.83 using the Black-Scholes model;

 

100 vest following a common stock price attainment of $40 for 10 consecutive trading days and four years of service or a common stock price attainment of $50 for ten consecutive trading days after four years of service and before five years of service and had a grant date fair value of $2.70 under a Monte Carlo simulation; and

 

233 vest following a common stock price attainment of $50 for ten consecutive trading days and five years of service and had a grant date fair value of $2.33 under a Monte Carlo simulation.

The Black-Scholes model used the following weighted average assumptions for the above awards:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Expected term (years)

 

 

5.5

 

 

 

5.5

 

 

 

5.5

 

 

 

 

 

 

5.5

 

 

 

5.5

 

Risk-free interest rate

 

 

0.4

%

 

 

0.7

%

 

 

2.9

%

 

 

 

 

 

0.4

%

 

 

0.7

%

Volatility

 

 

49.0

%

 

 

43.2

%

 

 

32.6

%

 

 

 

 

 

49.0

%

 

 

43.2

%

Dividend yield

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

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

A summary of stock option activity for fiscal 20212022 is as follows:

 

 

Stock Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

(Years)

 

 

Aggregate

Intrinsic

Value

 

 

Stock Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

(Years)

 

 

Aggregate

Intrinsic

Value

 

Outstanding at June 28, 2020

 

 

1,003

 

 

$

17.29

 

 

 

 

 

 

 

 

 

Outstanding at June 27, 2021

 

 

1,114

 

 

$

16.82

 

 

 

 

 

 

 

 

 

Granted

 

 

155

 

 

$

15.64

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Exercised

 

 

(11

)

 

$

11.84

 

 

 

 

 

 

 

 

 

 

 

(10

)

 

$

11.09

 

 

 

 

 

 

 

 

 

Cancelled or forfeited

 

 

(31

)

 

$

27.00

 

 

 

 

 

 

 

 

 

 

 

(122

)

 

$

25.45

 

 

 

 

 

 

 

 

 

Expired

 

 

(2

)

 

$

27.38

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding at June 27, 2021

 

 

1,114

 

 

$

16.82

 

 

 

7.9

 

 

$

9,644

 

Vested and expected to vest as of June 27, 2021

 

 

1,114

 

 

$

16.82

 

 

 

7.9

 

 

$

9,644

 

Exercisable at June 27, 2021

 

 

433

 

 

$

21.88

 

 

 

6.4

 

 

$

2,025

 

Outstanding at July 3, 2022

 

 

982

 

 

$

15.81

 

 

 

7.2

 

 

$

1,296

 

Vested and expected to vest as of July 3, 2022

 

 

982

 

 

$

15.81

 

 

 

7.2

 

 

$

1,296

 

Exercisable at July 3, 2022

 

 

380

 

 

$

20.15

 

 

 

6.1

 

 

$

285

 

 

At June 27, 2021,July 3, 2022, the remaining unrecognized compensation cost related to the unvested stock options was $1,842,$904, which is expected to be recognized over a weighted average period of 2.31.7 years.

For fiscal 2022, 2021, 2020 and 2019,2020, the total intrinsic value of stock options exercised was $60, $85, $147 and $971,$147, respectively.  The amount of cash received from the exercise of stock options was $28, $0 $29 and $483$29 for fiscal 2022, 2021, 2020 and 2019,2020, respectively.  The tax benefit realized from stock options exercised was $8, $11, $20 and $61$20 for fiscal 2022, 2021, 2020 and 2019,2020, respectively.

F-29F-28


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

Restricted Stock Units and Vested Share Units

During fiscal 2022, 2021, 2020 and 2019,2020, UNIFI granted 80, 73, 127 and 75127 restricted stock units (“RSUs”), respectively, to certain key employees.  The employee RSUs are subject to a vesting restriction and convey no rights of ownership in shares of Company common stock until such employee RSUs have vested and been distributed to the grantee in the form of Company common stock.  The employee RSUs vest over a three-year period and will be converted into an equivalent number of shares of Company common stock (for distribution to the grantee) on each vesting date, unless the grantee has elected to defer the receipt of the shares of stock until separation from service.  UNIFI estimated the weighted average fair value of each employee RSU granted during fiscal 2022, 2021, 2020 and 20192020 to be $23.45, $15.65, $19.74 and $23.58$19.74 respectively.

During fiscal 2022, 2021, 2020 and 2019,2020, UNIFI granted 37 RSUs, 2432 vested share units (“VSUs”), 37 RSUs, and 4724 VSUs (collectively, the “units”), respectively, to UNIFI’s non-employee directors.  The units became fully vested on the grant date but convey no rights of ownership in shares of Company common stock until such units have been distributed to the grantee in the form of Company common stock.  If a grantee defers his or her distribution, the units are converted into an equivalent number of shares of Company common stock and distributed to the grantee following the grantee’s termination of service as a member of the Board.  UNIFI estimated the fair value of each unit granted during fiscal 2022, 2021, 2020 and 20192020 to be $22.03 $15.91, $27.15 and $23.27,$27.15, respectively. 

During fiscal 2022, UNIFI granted 53 performance share units (“PSUs”) to certain key employees. The employee PSUs are subject to a performance-based vesting restrictionand convey no rights of ownership in shares of Company common stock until such employee PSUs have vested and been distributed to the grantee in the form of Company common stock. Consistent with the vesting provisions of each PSU, between 50% and 200% of the PSUs become vested, if at all, on the date that the associated performance metric is achieved, and will be converted into shares of stock (for distribution to the grantee) on each vesting date, unless the grantee has elected to defer the receipt of the shares of stock until separation from service. The percentage of PSUs that vest is based on the metric achieved on the vesting date compared to the targeted metric defined in the award agreement. UNIFI estimated the weighted average fair value of each unit granted during fiscal 2022 to be $23.27. As of July 3, 2022, the 53 PSUs granted in fiscal 2022 are not expected to vest.

UNIFI estimates the fair value of RSUs, VSUs and VSUsPSUs based on the market price of UNIFI’s common stock at the award grant date.

A summary of RSU, VSU and VSUPSU activity for fiscal 20212022 is as follows:

 

 

Non-vested

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Vested

 

 

Total

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Non-vested

 

 

Weighted

Average

Grant Date

Fair Value

 

 

Vested

 

 

Total

 

 

Weighted

Average

Grant Date

Fair Value

 

Outstanding at June 28, 2020

 

 

142

 

 

$

20.31

 

 

 

219

 

 

 

361

 

 

$

23.08

 

Outstanding at June 27, 2021

 

 

162

 

 

$

16.75

 

 

 

241

 

 

 

403

 

 

$

20.82

 

Granted

 

 

110

 

 

$

15.74

 

 

 

 

 

 

110

 

 

$

15.74

 

 

 

166

 

 

$

23.12

 

 

 

 

 

 

166

 

 

$

23.12

 

Vested

 

 

(86

)

 

$

22.14

 

 

 

86

 

 

 

 

 

$

22.14

 

 

 

(92

)

 

$

18.78

 

 

 

92

 

 

 

 

 

$

18.78

 

Converted

 

 

 

 

$

 

 

 

(64

)

 

 

(64

)

 

$

24.46

 

 

 

 

 

$

 

 

 

(88

)

 

 

(88

)

 

$

19.80

 

Cancelled or forfeited

 

 

(4

)

 

$

26.82

 

 

 

 

 

 

(4

)

 

$

26.82

 

 

 

(2

)

 

$

20.39

 

 

 

 

 

 

(2

)

 

$

20.39

 

Outstanding at June 27, 2021

 

 

162

 

 

$

16.75

 

 

 

241

 

 

 

403

 

 

$

20.82

 

Outstanding at July 3, 2022

 

 

234

 

 

$

20.38

 

 

 

245

 

 

 

479

 

 

$

21.80

 

 

At June 27, 2021,July 3, 2022, the number of RSUs, VSUs and VSUsPSUs vested and expected to vest was 403,426, with an aggregate intrinsic value of $9,972.$5,972.  The aggregate intrinsic value of the 241245 vested RSUs, VSUs, and VSUsPSUs at June 27, 2021July 3, 2022 was $5,794.$3,434.

The unrecognized compensation cost related to the unvested RSUs and PSUs at June 27, 2021July 3, 2022 was $1,319,$1,634, which is expected to be recognized over a weighted average period of 1.6 years.

For fiscal 2022, 2021, 2020 and 2019,2020, the total intrinsic value of RSUs, VSUs, and VSUsPSUs converted was $1,216,$1,715, $1,7081,216, and $1,427,$1,708, respectively.  The tax benefit realized from the conversion of RSUs was $260, $159, $206 and $164$206 for fiscal 2022, 2021, 2020 and 2019,2020, respectively.

Summary

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Stock options

 

$

1,047

 

 

$

1,265

 

 

$

671

 

 

$

928

 

 

$

1,047

 

 

$

1,265

 

RSUs and VSUs

 

 

2,015

 

 

 

2,245

 

 

 

1,977

 

 

 

2,253

 

 

 

2,015

 

 

 

2,245

 

Total compensation cost

 

$

3,062

 

 

$

3,510

 

 

$

2,648

 

 

$

3,181

 

 

$

3,062

 

 

$

3,510

 

 

In each of fiscal 2022, 2021, and fiscal 2020, UNIFI issued 5, 4, and 4 shares of common stock for $110, $75, and $100 of expense, respectively, in connection with Board compensation.

F-29


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

The total income tax benefit recognized for stock-based compensation was $386, $297, $178 and $325$178 for fiscal 2022, 2021, and 2020, and 2019, respectively.

As of June 27, 2021,July 3, 2022, total unrecognized compensation costs related to all unvested stock-based compensation arrangements were $3,161.$2,538.  The weighted average period over which these costs are expected to be recognized is 2.01.6 years.

F-30


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

17. Defined Contribution Plans

401(k) Plan

UNIFI matches employee contributions made to the Unifi, Inc. Retirement Savings Plan (the “401(k) Plan”), a 401(k) defined contribution plan, which covers eligible domesticU.S. salary and hourly employees. Under the terms of the 401(k) Plan, UNIFI matches 100% of the first 3% of eligible employee contributions and 50% of the next 2% of eligible contributions.

The following table presents the employer matching contribution expense related to the 401(k) Plan:

 

 

 

For the Fiscal Year Ended

 

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

Matching contribution expense

 

$

2,578

 

 

$

2,491

 

 

$

2,836

 

 

 

For the Fiscal Year Ended

 

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Matching contribution expense

 

$

3,215

 

 

$

2,578

 

 

$

2,491

 

Non-qualified Deferred Compensation Plan

The UNIFI, Inc. Deferred Compensation Plan (the “DCP”), established in fiscal 2022, is an unfunded non-qualified deferred compensation plan in which certain key employees are eligible to participate.  Under the DCP, participants may elect to defer all or a portion of their annual cash incentive compensation to their account. The deferred amounts are paid in accordance with each participant’s elections.  In addition to elective deferrals, the DCP assumed the obligations of the Unifi, Inc. Supplemental Key Employee Retirement Plan (the “SERP”), which includes amounts credited to eligible employees’ accounts based on a percentage of their annual base compensation.  Amounts due within the next operating cycle are reflected in Other current liabilities and the remaining DCP obligation is reflected in Other long-term liabilities.

The total DCP obligation as of July 3, 2022 and the predecessor SERP, as of June 27, 2021, was $2,359, and $3,177, respectively.

 

 

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

Financial Instruments

Grantor Trust

The fair value of the investment assets held by the grantor trust established in connection with the DCP (as previously described in the preceding Notes) were approximately $2,196 and $0 as of July 3, 2022 and June 27, 2021, respectively, and are classified as trading securities within Other non-current assets.  The grantor trust assets have readily-available market values and are classified as Level 1 trading securities in the fair value hierarchy. Trading gains and losses associated with these investments are recorded to Other operating expense, net. The associated DCP liability is recorded within Other long-term liabilities, and any increase or decrease in the liability is also recorded in Other operating expense, net.  During fiscal 2022, we recorded losses on investments held by the trust of $48.

Derivative Instruments

UNIFI uses derivative financial instruments such as interest rate swaps to reduce its ongoing business exposures to fluctuations in interest rates.  UNIFI does not enter into derivative contracts for speculative purposes.

Interest Rate Swaps

UNIFI’s primary debt obligations utilize variable-rate LIBOR, exposing the Company to variability in interest payments due to changes in interest rates. Management enters into LIBOR-based interest rate swap agreements to manage fluctuations in cash flows resulting from changes in the benchmark LIBOR. Under the terms of the interest rate swaps, UNIFI effectively receivesreceived LIBOR-based variable interest rate payments and makesmade fixed interest rate payments, thereby fixing the variable rate cash flows on the notional amount of debt obligations.

In 2017, UNIFI entered into Swaps A, B, and C. The combined designated hedges fixfixed LIBOR at approximately 1.9% for $75,000 of variable rate borrowings through May 24, 2022. In accordance with hedge accounting, each swap is reflected on the accompanying consolidated balance sheets at fair value with a corresponding balance in accumulated other comprehensive loss, and impacts earnings commensurate with the forecasted transaction.

UNIFI’s financial assets and liabilities accounted for at fair value on a recurring basis  The swaps terminated in May 2022 and the level withinrelated impacts were insignificant.

F-30


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

The below table presents the fair value hierarchy used to measure these items areattributes for the historical swaps as follows:

of June 27, 2021.

As of June 27, 2021

 

Notional Amount

 

 

Balance Sheet Location

 

Fair Value Hierarchy

 

Fair Value

 

Swap A

 

USD

 

$

20,000

 

 

Other current liabilities

 

Level 2

 

$

334

 

Swap B

 

USD

 

$

30,000

 

 

Other current liabilities

 

Level 2

 

$

500

 

Swap C

 

USD

 

$

25,000

 

 

Other current liabilities

 

Level 2

 

$

400

 

As of June 28, 2020

 

Notional Amount

 

 

Balance Sheet Location

 

Fair Value Hierarchy

 

Fair Value

 

Swap A

 

USD

 

$

20,000

 

 

Other long-term liabilities

 

Level 2

 

$

690

 

Swap B

 

USD

 

$

30,000

 

 

Other long-term liabilities

 

Level 2

 

$

1,034

 

Swap C

 

USD

 

$

25,000

 

 

Other long-term liabilities

 

Level 2

 

$

827

 

 

Estimates for the fair value of UNIFI’s derivative contracts are obtained from month-end market quotes for contracts with similar terms.

Swaps A, B, and C, designated hedges, increased interest expense for fiscal 2022, 2021 by $1,347, increased interest expense for fiscaland 2020 by $270$1,190, $1,347 and decreased interest expense for fiscal 2019 by $320.$270.

By entering into derivative contracts, UNIFI exposes itself to counterparty credit risk.  UNIFI attempts to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring those ratings.  UNIFI’s derivative instruments do not contain any credit-risk-related contingent features.

Non-Financial Assets and Liabilities

UNIFI did 0t have any non-financial assets or liabilities that were required to be measured at fair value on a recurring or non-recurring basis.

 

 

F-31


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

19. 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

 

 

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

 

 

(461

)

 

 

(2,235

)

 

 

(2,696

)

Balance at June 30, 2019

 

$

(42,729

)

 

$

(500

)

 

$

(43,229

)

 

$

(42,729

)

 

$

(500

)

 

$

(43,229

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss, net of tax

 

 

(19,119

)

 

 

(1,458

)

 

 

(20,577

)

 

 

(19,119

)

 

 

(1,458

)

 

 

(20,577

)

Balance at June 28, 2020

 

$

(61,848

)

 

$

(1,958

)

 

$

(63,806

)

 

$

(61,848

)

 

$

(1,958

)

 

$

(63,806

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax

 

 

9,368

 

 

 

1,006

 

 

 

10,374

 

 

 

9,368

 

 

 

1,006

 

 

 

10,374

 

Balance at June 27, 2021

 

$

(52,480

)

 

$

(952

)

 

$

(53,432

)

 

$

(52,480

)

 

$

(952

)

 

$

(53,432

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

(7,125

)

 

 

952

 

 

 

(6,173

)

Balance at July 3, 2022

 

$

(59,605

)

 

$

 

 

$

(59,605

)

 

A summary of other comprehensive (loss) income (loss) for fiscal 2022, 2021, 2020 and 20192020 is provided as follows:

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Fiscal 2019

 

 

Fiscal 2022

 

 

Fiscal 2021

 

 

Fiscal 2020

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

 

Pre-tax

 

 

Tax

 

 

After-tax

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

adjustments

 

$

9,368

 

 

$

 

 

$

9,368

 

 

$

(21,027

)

 

$

 

 

$

(21,027

)

 

$

(681

)

 

$

 

 

$

(681

)

 

$

(7,125

)

 

$

 

 

$

(7,125

)

 

$

9,368

 

 

$

 

 

$

9,368

 

 

$

(21,027

)

 

$

 

 

$

(21,027

)

Foreign currency translation

adjustments for an unconsolidated

affiliate

 

 

 

 

 

 

 

 

 

 

 

1,908

 

 

 

 

 

 

1,908

 

 

 

220

 

 

 

 

 

 

220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,908

 

 

 

 

 

 

1,908

 

Changes in interest rate swaps, net of

reclassification adjustments

 

 

1,316

 

 

 

(310

)

 

 

1,006

 

 

 

(1,904

)

 

 

446

 

 

 

(1,458

)

 

 

(2,906

)

 

 

671

 

 

 

(2,235

)

 

 

1,234

 

 

 

(282

)

 

 

952

 

 

 

1,316

 

 

 

(310

)

 

 

1,006

 

 

 

(1,904

)

 

 

446

 

 

 

(1,458

)

Other comprehensive income (loss), net

 

$

10,684

 

 

$

(310

)

 

$

10,374

 

 

$

(21,023

)

 

$

446

 

 

$

(20,577

)

 

$

(3,367

)

 

$

671

 

 

$

(2,696

)

Other comprehensive (loss) income, net

 

$

(5,891

)

 

$

(282

)

 

$

(6,173

)

 

$

10,684

 

 

$

(310

)

 

$

10,374

 

 

$

(21,023

)

 

$

446

 

 

$

(20,577

)

F-31


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

20. Computation of Earnings Per Share

The computation of basic and diluted earnings per share (“EPS”) is as follows:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Basic EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Weighted average common shares outstanding

 

 

18,472

 

 

 

18,475

 

 

 

18,395

 

 

 

18,429

 

 

 

18,472

 

 

 

18,475

 

Basic EPS

 

$

1.57

 

 

$

(3.10

)

 

$

0.13

 

 

$

0.82

 

 

$

1.57

 

 

$

(3.10

)

Diluted EPS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

29,073

 

 

$

(57,237

)

 

$

2,456

 

 

$

15,171

 

 

$

29,073

 

 

$

(57,237

)

Weighted average common shares outstanding

 

 

18,472

 

 

 

18,475

 

 

 

18,395

 

 

 

18,429

 

 

 

18,472

 

 

 

18,475

 

Net potential common share equivalents

 

 

384

 

 

 

 

 

 

300

 

 

 

439

 

 

 

384

 

 

 

 

Adjusted weighted average common shares outstanding

 

 

18,856

 

 

 

18,475

 

 

 

18,695

 

 

 

18,868

 

 

 

18,856

 

 

 

18,475

 

Diluted EPS

 

$

1.54

 

 

$

(3.10

)

 

$

0.13

 

 

$

0.80

 

 

$

1.54

 

 

$

(3.10

)

Excluded from the calculation of common share equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive common share equivalents

 

 

497

 

 

 

401

 

 

 

314

 

 

 

225

 

 

 

497

 

 

 

401

 

Excluded from the calculation of diluted shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested stock options that vest upon achievement of certain

market conditions

 

 

333

 

 

 

333

 

 

 

 

 

 

333

 

 

 

333

 

 

 

333

 

 

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

 

 

21. Other Operating (Income) Expense, Net

Other operating (income) expense, net primarily consists of (i) gains on foreign currency transactions for fiscal 2022 and losses on foreign currency transactions for fiscal 2021, (ii) severance expenses related to former employees in fiscal 2020 and 2021, and (iii) losses from thesale or disposal of assets along with severance expenses related to former employees.

F-32


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

in fiscal 2021.

 

 

22. 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.

Environmental

On September 30, 2004, Unifi Kinston, LLC (“UK”), a subsidiary of Unifi, Inc., completed its acquisition of polyester filament manufacturing assets located in Kinston, North Carolina (“Kinston”) 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, UK 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 UK of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UK’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. UK 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.  The 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 UK, DuPont and UK had a duty to monitor and report the environmental status of the Kentec site to DEQ. Effective April 10, 2019, UK assumed sole remediator responsibility of the Kentec site pursuant to its contractual obligations with INVISTA and received $180 of net monitoring and reporting costs due from DuPont.  In connection with monitoring, UK expects to sample and report to DEQ annually. At this time, UNIFI does not expect any active site remediation will be required but expects that any costs associated with active site remediation, if ever required, would likely be immaterial.

Unconditional Obligations

UNIFI is a party to unconditional obligations for certain utility and other purchase or service commitments.  These commitments are non-cancelable, have remaining terms in excess of one year and qualify as normal purchases. 

F-32


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

On a fiscal year basis, the minimum payments expected to be made as part of such commitments are as follows:

 

 

Fiscal 2022

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Thereafter

 

 

Fiscal 2023

 

 

Fiscal 2024

 

 

Fiscal 2025

 

 

Fiscal 2026

 

 

Fiscal 2027

 

 

Thereafter

 

Unconditional purchase obligations

 

$

7,670

 

 

$

4,846

 

 

$

3,670

 

 

$

1,837

 

 

$

 

 

$

 

 

$

6,359

 

 

$

5,238

 

 

$

5,067

 

 

$

2,445

 

 

$

2,445

 

 

$

 

Unconditional service obligations

 

 

883

 

 

 

570

 

 

 

278

 

 

 

273

 

 

 

273

 

 

 

311

 

 

 

1,911

 

 

 

278

 

 

 

269

 

 

 

269

 

 

 

307

 

 

 

194

 

Total unconditional obligations

 

$

8,553

 

 

$

5,416

 

 

$

3,948

 

 

$

2,110

 

 

$

273

 

 

$

311

 

 

$

8,270

 

 

$

5,516

 

 

$

5,336

 

 

$

2,714

 

 

$

2,752

 

 

$

194

 

 

For fiscal 2022, 2021 2020 and 2019,2020, total costs incurred under these commitments consisted of the following:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Costs for unconditional purchase obligations

 

$

22,689

 

 

$

21,483

 

 

$

23,542

 

 

$

24,236

 

 

$

22,689

 

 

$

21,483

 

Costs for unconditional service obligations

 

 

967

 

 

 

2,082

 

 

 

5,169

 

 

 

912

 

 

 

967

 

 

 

2,082

 

Total

 

$

23,656

 

 

$

23,565

 

 

$

28,711

 

 

$

25,148

 

 

$

23,656

 

 

$

23,565

 

F-33


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

23. Related Party Transactions

There were 0 related party receivables as of July 3, 2022 and June 27, 2021 and June 28, 2020.2021.

 

Mr. Kenneth G. Langone, a member of the Board, is a director, shareholder and non-executive Chairman of the Board of Salem Holding Company.  UNIFI leases tractors and trailers from Salem Leasing Corporation, a wholly owned subsidiary of Salem Holding Company.  In addition to the monthly lease payments, UNIFI also incurs expenses for routine repair and maintenance, fuel, and other expenses.  These leases do not contain renewal options, purchase options or escalation clauses with respect to the minimum lease charges.

 

Related party payables for Salem Leasing Corporation consist of the following:

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Accounts payable

 

$

469

 

 

$

616

 

 

$

432

 

 

$

469

 

Operating lease obligations

 

 

1,133

 

 

 

1,481

 

 

 

811

 

 

 

1,133

 

Finance lease obligations

 

 

6,149

 

 

 

6,509

 

 

 

4,933

 

 

 

6,149

 

Total related party payables

 

$

7,751

 

 

$

8,606

 

 

$

6,176

 

 

$

7,751

 

 

The following are the Company’s significant related party transactions for the current orand prior two fiscal years and consist of the matters in the table below and the following paragraphs:below:

 

 

 

 

For the Fiscal Year Ended

 

 

 

 

For the Fiscal Year Ended

 

Affiliated Entity

 

Transaction Type

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

Transaction Type

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Salem Leasing Corporation

 

Payments for transportation

   equipment costs and finance

   lease debt service

 

$

4,122

 

 

$

3,798

 

 

$

4,102

 

 

Payments for transportation

   equipment costs and finance

   lease debt service

 

$

4,343

 

 

$

4,122

 

 

$

3,798

 

 

 

24. 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 principal executive officer, who is the chief operating decision maker (the “CODM”), in order to assess performance and allocate resources. Characteristics of UNIFI which were relied upon in making the determination of reportable segments include the nature of the products sold, the internal organizational 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.

In the fourth quarter of fiscal 2022, UNIFI realigned its operating and reportable segments to correspond with changes to its operating model, management structure, and organizational responsibilities, reflecting the manner in which business performance is evaluated, resources are allocated, and financial statement users can best understand the results of operations. Accordingly, UNIFI is now reporting the Americas Segment, Brazil Segment, and Asia Segment. The Americas Segment represents the combination of the previously reported Polyester Segment, Nylon Segment, and All Other category. There are no changes to the composition of the historical Brazil Segment and Asia Segment. Comparative prior period disclosures have been updated to conform to the new presentation.

F-33


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

UNIFI has 43 reportable segments.

 

The operations within the PolyesterAmericas Segment exhibit similar long-term economic characteristics and primarily sell into an economic trading zone covered by the USMCA NAFTA and CAFTA (collectively, the regions comprising these economic trading zones are referred to as “NACA”)CAFTA-DR to similar customers utilizing similar methods of distribution. These operations derive revenues primarily from manufacturing polyester-basedsynthetic and recycled textile 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, medical, and other end-use markets.markets principally in North and Central America. The PolyesterAmericas Segment consists of sales and manufacturing operations in the U.S., El Salvador, and El Salvador.

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 sources polyester-based products from third-party suppliers and sells 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.Colombia.

 

The Brazil Segment primarily manufactures and sells polyester-based products to knitters and weavers that produce fabric for the apparel, automotive, home furnishings, industrial, and other end-use markets principally in South America.Brazil.  The Brazil Segment includes a manufacturing location and sales offices in Brazil.

 

The operations within the NylonAsia 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 revenuesdistribution primarily in Asia and Europe. The Asia Segment primarily sources synthetic and recycled textile products from manufacturing nylon-based products with salesthird-party suppliers and sells to other yarn manufacturers, knitters, and weavers that produce fabric primarily for the apparel, hosieryautomotive, home furnishings, industrial, and medical markets.other end-use markets principally in Asia.  The NylonAsia Segment includes an immaterial operating segmentsales offices in Colombia that sells similar nylon-based textile products to similar customers in ColombiaChina, Turkey, and Mexico utilizing similar methods of distribution.  The Nylon Segment consists of sales and manufacturing operations in the U.S. and Colombia.Hong Kong.

In addition to UNIFI’s reportable segments, an All Other category is included in the tables below. 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.

F-34


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

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 (loss) plus segment depreciation expense. This measurement of segment profit or loss best aligns segment reporting with the current assessments and evaluations performed by, and information provided to, the CODM.

The accounting policies for the segments are consistent with UNIFI’s accounting policies.  Intersegment sales are omitted from 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. However, an intersegment technologies expense charged from the PolyesterAmericas Segment to the Asia Segment is not eliminated from segment results. The technologies expense (i) reflects the sharing of certain manufacturing know-how, processes, and product technical information and design and (ii) is included in the segment evaluations performed by the CODM.

Selected financial information is presented below:

 

 

For the Fiscal Year Ended June 27, 2021

 

 

For the Fiscal Year Ended July 3, 2022

 

 

Polyester

 

 

Asia

 

 

Brazil

 

 

Nylon

 

 

All Other

 

 

Total

 

 

Americas

 

 

Brazil

 

 

Asia

 

 

Total

 

Net sales

 

$

316,235

 

 

$

184,837

 

 

$

95,976

 

 

$

65,869

 

 

$

4,675

 

 

$

667,592

 

 

$

483,085

 

 

$

126,066

 

 

$

206,607

 

 

$

815,758

 

Cost of sales

 

 

282,791

 

 

 

159,444

 

 

 

64,281

 

 

 

63,502

 

 

 

4,080

 

 

 

574,098

 

 

 

458,617

 

 

 

98,925

 

 

 

177,731

 

 

 

735,273

 

Gross profit

 

 

33,444

 

 

 

25,393

 

 

 

31,695

 

 

 

2,367

 

 

 

595

 

 

 

93,494

 

 

 

24,468

 

 

 

27,141

 

 

 

28,876

 

 

 

80,485

 

Segment depreciation expense

 

 

18,637

 

 

 

 

 

 

1,315

 

 

 

1,769

 

 

 

648

 

 

 

22,369

 

 

 

21,153

 

 

 

1,500

 

 

 

 

 

 

22,653

 

Segment Profit

 

$

52,081

 

 

$

25,393

 

 

$

33,010

 

 

$

4,136

 

 

$

1,243

 

 

$

115,863

 

 

$

45,621

 

 

$

28,641

 

 

$

28,876

 

 

$

103,138

 

 

 

For the Fiscal Year Ended June 28, 2020

 

 

For the Fiscal Year Ended June 27, 2021

 

 

Polyester

 

 

Asia

 

 

Brazil

 

 

Nylon

 

 

All Other

 

 

Total

 

 

Americas

 

 

Brazil

 

 

Asia

 

 

Total

 

Net sales

 

$

309,184

 

 

$

153,032

 

 

$

73,339

 

 

$

67,381

 

 

$

3,573

 

 

$

606,509

 

 

$

386,779

 

 

$

95,976

 

 

$

184,837

 

 

$

667,592

 

Cost of sales

 

 

297,096

 

 

 

136,349

 

 

 

62,144

 

 

 

68,359

 

 

 

3,521

 

 

 

567,469

 

 

 

350,373

 

 

 

64,281

 

 

 

159,444

 

 

 

574,098

 

Gross profit (loss)

 

 

12,088

 

 

 

16,683

 

 

 

11,195

 

 

 

(978

)

 

 

52

 

 

 

39,040

 

Gross profit

 

 

36,406

 

 

 

31,695

 

 

 

25,393

 

 

 

93,494

 

Segment depreciation expense

 

 

16,904

 

 

 

 

 

 

1,385

 

 

 

1,917

 

 

 

453

 

 

 

20,659

 

 

 

21,054

 

 

 

1,315

 

 

 

 

 

 

22,369

 

Segment Profit

 

$

28,992

 

 

$

16,683

 

 

$

12,580

 

 

$

939

 

 

$

505

 

 

$

59,699

 

 

$

57,460

 

 

$

33,010

 

 

$

25,393

 

 

$

115,863

 

 

 

For the Fiscal Year Ended June 30, 2019

 

 

For the Fiscal Year Ended June 28, 2020

 

 

Polyester

 

 

Asia

 

 

Brazil

 

 

Nylon

 

 

All Other

 

 

Total

 

 

Americas

 

 

Brazil

 

 

Asia

 

 

Total

 

Net sales

 

$

370,770

 

 

$

132,866

 

 

$

102,877

 

 

$

98,127

 

 

$

4,164

 

 

$

708,804

 

 

$

380,138

 

 

$

73,339

 

 

$

153,032

 

 

$

606,509

 

Cost of sales

 

 

346,951

 

 

 

117,166

 

 

 

84,298

 

 

 

90,231

 

 

 

3,850

 

 

 

642,496

 

 

 

368,976

 

 

 

62,144

 

 

 

136,349

 

 

 

567,469

 

Gross profit

 

 

23,819

 

 

 

15,700

 

 

 

18,579

 

 

 

7,896

 

 

 

314

 

 

 

66,308

 

 

 

11,162

 

 

 

11,195

 

 

 

16,683

 

 

 

39,040

 

Segment depreciation expense

 

 

16,068

 

 

 

 

 

 

1,537

 

 

 

2,083

 

 

 

229

 

 

 

19,917

 

 

 

19,274

 

 

 

1,385

 

 

 

 

 

 

20,659

 

Segment Profit

 

$

39,887

 

 

$

15,700

 

 

$

20,116

 

 

$

9,979

 

 

$

543

 

 

$

86,225

 

 

$

30,436

 

 

$

12,580

 

 

$

16,683

 

 

$

59,699

 

F-34


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Polyester

 

$

33,444

 

 

$

12,088

 

 

$

23,819

 

Americas

 

$

24,468

 

 

$

36,406

 

 

$

11,162

 

Brazil

 

 

27,141

 

 

 

31,695

 

 

 

11,195

 

Asia

 

 

25,393

 

 

 

16,683

 

 

 

15,700

 

 

 

28,876

 

 

 

25,393

 

 

 

16,683

 

Brazil

 

 

31,695

 

 

 

11,195

 

 

 

18,579

 

Nylon

 

 

2,367

 

 

 

(978

)

 

 

7,896

 

All Other

 

 

595

 

 

 

52

 

 

 

314

 

Segment gross profit

 

 

93,494

 

 

 

39,040

 

 

 

66,308

 

 

 

80,485

 

 

 

93,494

 

 

 

39,040

 

SG&A expenses

 

 

51,334

 

 

 

43,814

 

 

 

52,690

 

 

 

52,489

 

 

 

51,334

 

 

 

43,814

 

(Benefit) provision for bad debts

 

 

(1,316

)

 

 

1,739

 

 

 

308

 

 

 

(445

)

 

 

(1,316

)

 

 

1,739

 

Other operating expense, net

 

 

4,865

 

 

 

2,308

 

 

 

2,350

 

Other operating (income) expense, net

 

 

(158

)

 

 

4,865

 

 

 

2,308

 

Operating income (loss)

 

 

38,611

 

 

 

(8,821

)

 

 

10,960

 

 

 

28,599

 

 

 

38,611

 

 

 

(8,821

)

Interest income

 

 

(603

)

 

 

(722

)

 

 

(628

)

 

 

(1,524

)

 

 

(603

)

 

 

(722

)

Interest expense

 

 

3,323

 

 

 

4,779

 

 

 

5,414

 

 

 

3,085

 

 

 

3,323

 

 

 

4,779

 

Equity in (earnings) loss of unconsolidated affiliates

 

 

(739

)

 

 

477

 

 

 

(3,968

)

 

 

(605

)

 

 

(739

)

 

 

477

 

Recovery of non-income taxes

 

 

(9,717

)

 

 

 

 

 

 

Recovery of non-income taxes, net

 

 

815

 

 

 

(9,717

)

 

 

 

Gain on sale of investment in unconsolidated affiliate

 

 

 

 

 

(2,284

)

 

 

 

 

 

 

 

 

 

 

 

(2,284

)

Impairment of investment in unconsolidated affiliate

 

 

 

 

 

45,194

 

 

 

 

 

 

 

 

 

 

 

 

45,194

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

131

 

Income (loss) before income taxes

 

$

46,347

 

 

$

(56,265

)

 

$

10,011

 

 

$

26,828

 

 

$

46,347

 

 

$

(56,265

)

F-35


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Polyester

 

$

18,637

 

 

$

16,904

 

 

$

16,068

 

Americas

 

$

21,153

 

 

$

21,054

 

 

$

19,274

 

Brazil

 

 

1,500

 

 

 

1,315

 

 

 

1,385

 

Asia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brazil

 

 

1,315

 

 

 

1,385

 

 

 

1,537

 

Nylon

 

 

1,769

 

 

 

1,917

 

 

 

2,083

 

All Other

 

 

648

 

 

 

453

 

 

 

229

 

Segment depreciation expense

 

 

22,369

 

 

 

20,659

 

 

 

19,917

 

 

 

22,653

 

 

 

22,369

 

 

 

20,659

 

Other depreciation and amortization expense

 

 

3,159

 

 

 

2,994

 

 

 

3,086

 

 

 

3,554

 

 

 

3,159

 

 

 

2,994

 

Depreciation and amortization expense

 

$

25,528

 

 

$

23,653

 

 

$

23,003

 

 

$

26,207

 

 

$

25,528

 

 

$

23,653

 

 

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

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Polyester

 

$

15,325

 

 

$

13,714

 

 

$

17,291

 

Americas

 

$

29,841

 

 

$

16,053

 

 

$

15,087

 

Brazil

 

 

9,253

 

 

 

3,461

 

 

 

2,332

 

Asia

 

 

666

 

 

 

60

 

 

 

32

 

 

 

236

 

 

 

666

 

 

 

60

 

Brazil

 

 

3,461

 

 

 

2,332

 

 

 

2,574

 

Nylon

 

 

728

 

 

 

249

 

 

 

624

 

Segment capital expenditures

 

 

20,180

 

 

 

16,355

 

 

 

20,521

 

 

 

39,330

 

 

 

20,180

 

 

 

17,479

 

Other capital expenditures

 

 

998

 

 

 

2,154

 

 

 

4,350

 

 

 

301

 

 

 

998

 

 

 

1,030

 

Capital expenditures

 

$

21,178

 

 

$

18,509

 

 

$

24,871

 

 

$

39,631

 

 

$

21,178

 

 

$

18,509

 

 

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

 

 

June 27, 2021

 

 

June 28, 2020

 

 

July 3, 2022

 

 

June 27, 2021

 

Polyester

 

$

285,939

 

 

$

263,496

 

Americas

 

$

379,898

 

 

$

327,445

 

Brazil

 

 

98,731

 

 

 

85,950

 

Asia

 

 

41,121

 

 

 

41,452

 

 

 

81,322

 

 

 

68,034

 

Brazil

 

 

85,950

 

 

 

49,967

 

Nylon

 

 

68,034

 

 

 

42,020

 

Segment total assets

 

 

481,044

 

 

 

396,935

 

 

 

559,951

 

 

 

481,429

 

Other current assets

 

 

48,972

 

 

 

48,600

 

 

 

5,145

 

 

 

48,587

 

Other PP&E

 

 

21,175

 

 

 

23,676

 

 

 

17,809

 

 

 

21,175

 

Other operating lease assets

 

 

1,116

 

 

 

1,503

 

 

 

756

 

 

 

1,116

 

Other non-current assets

 

 

902

 

 

 

1,277

 

 

 

2,985

 

 

 

902

 

Investments in unconsolidated affiliates

 

 

2,159

 

 

 

2,171

 

 

 

2,072

 

 

 

2,159

 

Total assets

 

$

555,368

 

 

$

474,162

 

 

$

588,718

 

 

$

555,368

 

 

F-36F-35


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

 

Geographic Data

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

Net Sales

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

U.S.

 

$

341,897

 

 

$

342,350

 

 

$

426,725

 

 

$

430,381

 

 

$

341,897

 

 

$

342,350

 

China

 

 

171,261

 

 

 

148,923

 

 

 

125,667

 

 

 

185,558

 

 

 

171,261

 

 

 

148,923

 

Brazil

 

 

95,976

 

 

 

73,339

 

 

 

102,877

 

 

 

126,066

 

 

 

95,976

 

 

 

73,339

 

Remaining Foreign Countries

 

 

58,458

 

 

 

41,897

 

 

 

53,535

 

 

 

73,753

 

 

 

58,458

 

 

 

41,897

 

Total

 

$

667,592

 

 

$

606,509

 

 

$

708,804

 

 

$

815,758

 

 

$

667,592

 

 

$

606,509

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

59,055

 

 

$

64,305

 

 

$

84,707

 

 

$

74,589

 

 

$

59,055

 

 

$

64,305

 

 

The net sales amounts are based on the operating locations from where the items were produced or distributed.

 

Long-Lived Assets

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

U.S.

 

$

191,733

 

 

$

195,874

 

 

$

305,483

 

 

$

196,885

 

 

$

191,733

 

 

$

195,874

 

Brazil

 

 

21,733

 

 

 

10,805

 

 

 

13,218

 

 

 

21,927

 

 

 

21,733

 

 

 

10,805

 

China

 

 

1,919

 

 

 

779

 

 

 

78

 

 

 

2,211

 

 

 

1,919

 

 

 

779

 

Remaining Foreign Countries

 

 

9,708

 

 

 

9,859

 

 

 

5,169

 

 

 

12,932

 

 

 

9,708

 

 

 

9,859

 

Total

 

$

225,093

 

 

$

217,317

 

 

$

323,948

 

 

$

233,955

 

 

$

225,093

 

 

$

217,317

 

 

Long-lived assets are comprised of PP&E, net; operating lease assets; intangible assets, net; investments in unconsolidated affiliates; and other non-current assets.

 

Total Assets

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

U.S.

 

$

362,502

 

 

$

352,869

 

 

$

457,571

 

Brazil

 

 

85,950

 

 

 

49,967

 

 

 

67,490

 

China

 

 

63,239

 

 

 

39,238

 

 

 

30,982

 

Remaining Foreign Countries

 

 

43,677

 

 

 

32,088

 

 

 

36,108

 

Total

 

$

555,368

 

 

$

474,162

 

 

$

592,151

 

We have revised amounts reported in previously issued financial statements as of June 27, 2021 presented in this Annual Report on Form 10-K to correct an immaterial error. The error relates to the transposition of the disclosure of reportable segment assets for the Asia segment and the previously-reported Nylon segment. We evaluated the effect of the error to our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108 and, based upon quantitative and qualitative factors, determined that the error was not material to the previously issued financial statements and disclosure included in our Annual Reports on Form 10-K for the year ended June 27, 2021, or for comparative period amount (i.e. the amounts as of June 27, 2021) reflected in our quarterly report for the quarterly period ended September 30, 2021.

 

 

25. Quarterly Results (Unaudited)

Quarterly financial data and selected highlights are as follows:

 

 

For the Fiscal Quarter Ended

 

 

For the Fiscal Quarter Ended

 

 

September 27,

2020

 

 

December 27,

2020

 

 

March 28, 2021

 

 

June 27,  2021

 

 

September 26,

2021

 

 

December 26,

2021

 

 

March 27, 2022

 

 

July 3,  2022

 

Net sales (1)

 

$

141,505

 

 

$

162,776

 

 

$

178,866

 

 

$

184,445

 

 

$

195,992

 

 

$

201,410

 

 

$

200,780

 

 

$

217,576

 

Gross profit (2)

 

 

14,561

 

 

 

25,934

 

 

 

25,595

 

 

 

27,404

 

 

 

26,097

 

 

 

16,890

 

 

 

19,144

 

 

 

18,354

 

Net income (3)

 

 

3,432

 

 

 

7,464

 

 

 

4,758

 

 

 

13,419

 

 

 

8,680

 

 

 

929

 

 

 

2,066

 

 

 

3,496

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (4)

 

$

0.19

 

 

$

0.40

 

 

$

0.26

 

 

$

0.73

 

 

$

0.47

 

 

$

0.05

 

 

$

0.11

 

 

$

0.19

 

Diluted (4)

 

$

0.18

 

 

$

0.40

 

 

$

0.25

 

 

$

0.70

 

 

$

0.46

 

 

$

0.05

 

 

$

0.11

 

 

$

0.19

 

 

 

For the Fiscal Quarter Ended

 

 

For the Fiscal Quarter Ended

 

 

September 29,

2019

 

 

December 29,

2019

 

 

March 29, 2020

 

 

June 28,  2020

 

 

September 27,

2020

 

 

December 27,

2020

 

 

March 28, 2021

 

 

June 27,  2021

 

Net sales (5)

 

$

179,949

 

 

$

169,511

 

 

$

170,994

 

 

$

86,055

 

 

$

141,505

 

 

$

162,776

 

 

$

178,866

 

 

$

184,445

 

Gross profit (loss) (6)

 

 

17,443

 

 

 

15,665

 

 

 

15,383

 

 

 

(9,451

)

Net income (loss) (7)

 

 

3,712

 

 

 

409

 

 

 

(41,111

)

 

 

(20,247

)

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit (6)

 

 

14,561

 

 

 

25,934

 

 

 

25,595

 

 

 

27,404

 

Net income (7)

 

 

3,432

 

 

 

7,464

 

 

 

4,758

 

 

 

13,419

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (4)

 

$

0.20

 

 

$

0.02

 

 

$

(2.23

)

 

$

(1.10

)

 

$

0.19

 

 

$

0.40

 

 

$

0.26

 

 

$

0.73

 

Diluted (4)

 

$

0.20

 

 

$

0.02

 

 

$

(2.23

)

 

$

(1.10

)

 

$

0.18

 

 

$

0.40

 

 

$

0.25

 

 

$

0.70

 

 

(1)

The fiscal quarter ending July 3, 2022 included an additional week of sales of approximately $8,700.

(2)

Gross profit for our domestic operations for all fiscal quarters of fiscal 2022 includes adverse pressures from (i) higher raw material costs, (ii) rising input costs, and (iii) the weakening of labor productivity.

(3)

Net income for our domestic operations for all fiscal quarters of fiscal 2022 includes the adverse pressures on gross profit.

F-36


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

(4)

Income per share is computed independently for each of the periods presented.  The sum of the income per share amounts for the fiscal quarters may not equal the total for the fiscal year.

(5)

Net sales for the fiscal quarters ended September 27, 2020 and December 27, 2020 includes adverse demand pressures from the COVID-19 pandemicpandemic..

 

(2)(6)

Gross profit for the fiscal quarter ended September 27, 2020 includes adverse demand pressures from the COVID-19 pandemic.  Gross profit for the fiscal quarters ended December 27, 2020, March 28, 2021, and June 27, 2021 includes the benefit of exceptional performance by the Brazil Segment primarily due to higher conversion margin and market share capture due to agility and responsiveness during demand recovery in Brazil.

F-37


Unifi, Inc.

Notes to Consolidated Financial Statements – (Continued)

 

(3)(7)

Net income for the fiscal quarter ended September 27, 2020 includes adverse demand pressures from the COVID-19 pandemic. Net income for the fiscal quarter ended June 27, 2021 includes a recovery of non-income taxes in Brazil due to the favorable conclusion of litigation related to excess social program taxes for multiple prior years.

 

(4)

Income (loss) per share is computed independently for each of the periods presented.  The sum of the income (loss) per share amounts for the fiscal quarters may not equal the total for the fiscal year.

(5)

Net sales for the fiscal quarter ended June 28, 2020, includes the impact of global demand declines and decreased economic activity caused by the COVID-19 pandemic.

(6)

Gross loss for the fiscal quarter ended June 28, 2020 includes the adverse impact of lower fixed cost absorption in connection with the COVID-19 pandemic.

(7)

Net loss for the fiscal quarter ended March 29, 2020 includes the impairment charge for PAL of $45,194.  Net loss for the fiscal quarter ended June 28, 2020 includes the adverse impact of the COVID-19 pandemic and severance charges for involuntary terminations.

 

26. Supplemental Cash Flow Information

Cash payments for interest and taxes consist of the following:

 

 

For the Fiscal Year Ended

 

 

For the Fiscal Year Ended

 

 

June 27, 2021

 

 

June 28, 2020

 

 

June 30, 2019

 

 

July 3, 2022

 

 

June 27, 2021

 

 

June 28, 2020

 

Interest, net of capitalized interest of $229, $126 and $219, respectively

 

$

3,158

 

 

$

4,682

 

 

$

5,342

 

Interest, net of capitalized interest of $396, $229 and $126, respectively

 

$

2,921

 

 

$

3,158

 

 

$

4,682

 

Income taxes, net of refunds

 

 

8,239

 

 

 

6,131

 

 

 

2,623

 

 

 

13,045

 

 

 

8,239

 

 

 

6,131

 

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. Fiscal 2022 includes an income tax payment of $3,749 related to the recovery of non-income taxes described in Note 8, “Other Current Assets.”

Non-Cash Investing and Financing Activities

As of July 3, 2022, June 27, 2021, and June 28, 2020, $2,456, $2,080, and June 30, 2019, $2,080, $630, and $1,329, respectively, were included in accounts payable for unpaid capital expenditures.

During fiscal years ended July 3, 2022, June 27, 2021, and June 28, 2020, UNIFI recorded non-cash activity relating to finance leases of $2,493, $740, and $6,301, respectively.

F-38F-37