UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~January 1,~~December 31, 2023



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

For the transition period from to

Commission File Number: 1-10542

UNIFI, INC.

(Exact name of registrant as specified in its charter)


New York		11-2165495
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

7201 West Friendly Avenue
Greensboro, North Carolina		27410
(Address of principal executive offices)		(Zip Code)

(336) 294-4410

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

UFI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

As of February ~~6, 2023,~~1, 2024, there were ~~18,051,505~~18,158,306 shares of the registrant’s common stock, par value $0.10 per share, outstanding.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to our plans, objectives, estimates, and goals. Statements expressing expectations regarding our future, or projections or estimates relating to products, sales, revenues, expenditures, costs, strategies, initiatives, or earnings, are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations about our future performance, considering the information currently available to management. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “strive,” and words of similar import, or the negative of such words, identify or signal the presence of forward-looking statements. These statements are not statements of historical fact; 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~~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, but not limited to, epidemics or pandemics such as strains of coronavirus ~~(“COVID-19”~~(such as “COVID-19”);

•

the success of the Company’s strategic business initiatives;

•

the volatility of financial and credit ~~markets;~~markets, including the impacts of counterparty risk (e.g. deposit concentration and recent depositor sentiment and activity);

•

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 in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended July ~~3, 2022~~2, 2023 or in the Company’s other periodic reports and information filed with the Securities and Exchange Commission ~~(“SEC”~~(the “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.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS AND SIX MONTHS ENDED ~~JANUARY 1,~~DECEMBER 31, 2023

TABLE OF CONTENTS


PART I—FINANCIAL INFORMATION
		Page

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of ~~January 1,~~December 31, 2023 and July ~~3, 2022~~2, 2023	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~	2

	~~Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months and Six Months Ended January 1, 2023 and December 26, 2021~~	3

	Condensed Consolidated Statements of Shareholders’ Equity for the Three Months and Six Months Ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~	43

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~	54

	Notes to Condensed Consolidated Financial Statements	65

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2826

Item 4.	Controls and Procedures	2927

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	3028

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3028

Item 6.	Exhibits	3028

	Signatures	3129

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)


	January 1, 2023			July 3, 2022			December 31, 2023			July 2, 2023
ASSETS
Cash and cash equivalents	$	50,781		$	53,290		$	35,979		$	46,960
Receivables, net		64,980			106,565			69,583			83,725
Inventories		147,253			173,295			135,676			150,810
Income taxes receivable		1,938			160			2,421			238
Other current assets		13,203			18,956			12,290			12,327
Total current assets		278,155			352,266			255,949			294,060
Property, plant and equipment, net		226,279			216,338			209,435			218,521
Operating lease assets		7,736			8,829			7,094			7,791
Deferred income taxes		2,841			2,497			4,812			3,939
Other non-current assets		13,222			8,788			14,839			14,508
Total assets	$	528,233		$	588,718		$	492,129		$	538,819

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	33,784		$	73,544		$	34,709		$	44,455
Income taxes payable		587			1,526			2,263			789
Current operating lease liabilities		2,002			2,190			1,733			1,813
Current portion of long-term debt		11,092			11,726			12,357			12,006
Other current liabilities		11,345			19,806			17,409			12,932
Total current liabilities		58,810			108,792			68,471			71,995
Long-term debt		118,980			102,309			120,144			128,604
Non-current operating lease liabilities		5,818			6,736			5,515			6,146
Deferred income taxes		4,986			4,983			2,526			3,364
Other long-term liabilities		4,760			4,449			4,133			5,100
Total liabilities		193,354			227,269			200,789			215,209

Commitments and contingencies

Common stock, $0.10 par value (500,000,000 shares authorized; 18,049,381 and 17,979,362 shares issued and outstanding as of January 1, 2023 and July 3, 2022, respectively)		1,805			1,798
Common stock, $0.10 par value (500,000,000 shares authorized; 18,150,602 and 18,081,538 shares issued and outstanding as of December 31, 2023 and July 2, 2023, respectively)								1,815			1,808
Capital in excess of par value		67,875			66,120			70,254			68,901
Retained earnings		327,265			353,136			273,676			306,792
Accumulated other comprehensive loss		(62,066	)		(59,605	)		(54,405	)		(53,891	)
Total shareholders’ equity		334,879			361,449			291,340			323,610
Total liabilities and shareholders’ equity	$	528,233		$	588,718		$	492,129		$	538,819

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(In thousands, except per share amounts)

For the Three Months Ended

For the Six Months Ended

January 1, 2023

December 26, 2021

January 1, 2023

December 26, 2021

Net sales

$
136,212

$
201,410

$
315,731

$
397,402

Cost of sales

144,212

184,520

317,168

354,415

Gross (loss) profit

(8,000
)

16,890

(1,437
)

42,987

Selling, general and administrative expenses

11,748

11,966

23,521

24,636

(Benefit) provision for bad debts

(156
)

(240
)

18

(320
)
Other operating expense (income), net

226

573

(463
)

829

Operating (loss) income

(19,818
)

4,591

(24,513
)

17,842

Interest income

(514
)

(194
)

(1,061
)

(452
)
Interest expense

1,889

735

3,136

1,431

Equity in earnings of unconsolidated affiliates

(86
)

(64
)

(381
)

(344
)
(Loss) income before income taxes

(21,107
)

4,114

(26,207
)

17,207

(Benefit) provision for income taxes

(3,070
)

3,185

(336
)

7,598

Net (loss) income

$
(18,037
)

$
929

$
(25,871
)

$
9,609

Net (loss) income per common share:

Basic

$
(1.00
)

$
0.05

$
(1.44
)

$
0.52

Diluted

$
(1.00
)

$
0.05

$
(1.44
)

$
0.51


	For the Three Months Ended						For the Six Months Ended
	December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
Net sales	$	136,917		$	136,212		$	275,761		$	315,731
Cost of sales		135,281			144,212			274,700			317,168
Gross profit (loss)		1,636			(8,000	)		1,061			(1,437	)
Selling, general and administrative expenses		12,408			11,748			24,017			23,521
Provision (benefit) for bad debts		1,289			(156	)		1,080			18
Restructuring costs		5,101			—			5,101			—
Other operating expense (income), net		481			226			535			(463	)
Operating loss		(17,643	)		(19,818	)		(29,672	)		(24,513	)
Interest income		(697	)		(514	)		(1,278	)		(1,061	)
Interest expense		2,613			1,889			5,098			3,136
Equity in earnings of unconsolidated affiliates		(93	)		(86	)		(293	)		(381	)
Loss before income taxes		(19,466	)		(21,107	)		(33,199	)		(26,207	)
Provision (benefit) for income taxes		380			(3,070	)		(83	)		(336	)
Net loss	$	(19,846	)	$	(18,037	)	$	(33,116	)	$	(25,871	)

Net loss per common share:
Basic	$	(1.10	)	$	(1.00	)	$	(1.83	)	$	(1.44	)
Diluted	$	(1.10	)	$	(1.00	)	$	(1.83	)	$	(1.44	)

Comprehensive loss:


	For the Three Months Ended						For the Six Months Ended
	December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
Net loss	$	(19,846	)	$	(18,037	)	$	(33,116	)	$	(25,871	)
Other comprehensive income (loss):
Foreign currency translation adjustments		5,026			3,447			(514	)		(2,461	)
Other comprehensive income (loss), net		5,026			3,447			(514	)		(2,461	)
Comprehensive loss	$	(14,820	)	$	(14,590	)	$	(33,630	)	$	(28,332	)

See accompanying notes to condensed consolidated financial statements.

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

~~(Unaudited)~~

~~(In thousands)~~

For the Three Months Ended

For the Six Months Ended

January 1, 2023

December 26, 2021

January 1, 2023

December 26, 2021

Net (loss) income

$
(18,037
)

$
929

$
(25,871
)

$
9,609

Other comprehensive income (loss):

Foreign currency translation adjustments

3,447

(1,162
)

(2,461
)

(8,088
)
Changes in interest rate swaps, net of tax of
nil, $66, nil and $143, respectively

—

207

—

463

Other comprehensive income (loss), net

3,447

(955
)

(2,461
)

(7,625
)
Comprehensive (loss) income

$
(14,590
)

$
(26
)

$
(28,332
)

$
1,984

~~See accompanying notes to condensed consolidated financial statements.~~

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands)


	Shares			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at October 1, 2023		18,085		$	1,808		$	69,130		$	293,522		$	(59,431	)	$	305,029
Options exercised		2			—			18			—			—			18
Conversion of equity units		65			7			(7	)		—			—			—
Stock-based compensation		7			1			1,172			—			—			1,173
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions		(9	)		(1	)		(59	)		—			—			(60	)
Other comprehensive income, net of tax		—			—			—			—			5,026			5,026
Net loss		—			—			—			(19,846	)		—			(19,846	)
Balance at December 31, 2023		18,150		$	1,815		$	70,254		$	273,676		$	(54,405	)	$	291,340


	Shares			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at July 2, 2023		18,081		$	1,808		$	68,901		$	306,792		$	(53,891	)	$	323,610
Options exercised		5			—			39			—			—			39
Conversion of equity units		66			7			(7	)		—			—			—
Stock-based compensation		7			1			1,381			—			—			1,382
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions		(9	)		(1	)		(60	)		—			—			(61	)
Other comprehensive loss, net of tax		—			—			—			—			(514	)		(514	)
Net loss		—			—			—			(33,116	)		—			(33,116	)
Balance at December 31, 2023		18,150		$	1,815		$	70,254		$	273,676		$	(54,405	)	$	291,340


	Shares			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at October 2, 2022		18,012		$	1,801		$	66,709		$	345,302		$	(65,513	)	$	348,299
Options exercised		—			—			2			—			—			2
Conversion of equity units		31			4			(4	)		—			—			—
Stock-based compensation		12			1			1,217			—			—			1,218
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions		(6	)		(1	)		(49	)		—			—			(50	)
Other comprehensive income, net of tax		—			—			—			—			3,447			3,447
Net loss		—			—			—			(18,037	)		—			(18,037	)
Balance at January 1, 2023		18,049		$	1,805		$	67,875		$	327,265		$	(62,066	)	$	334,879


	Shares			Common Stock			Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at July 3, 2022		17,979		$	1,798		$	66,120		$	353,136		$	(59,605	)	$	361,449
Options exercised		3			—			19			—			—			19
Conversion of equity units		62			7			(7	)		—			—			—
Stock-based compensation		12			1			1,808			—			—			1,809
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions		(7	)		(1	)		(65	)		—			—			(66	)
Other comprehensive loss, net of tax		—			—			—			—			(2,461	)		(2,461	)
Net loss		—			—			—			(25,871	)		—			(25,871	)
Balance at January 1, 2023		18,049		$	1,805		$	67,875		$	327,265		$	(62,066	)	$	334,879

Shares

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated Other Comprehensive Loss

Total Shareholders’ Equity

Balance at September 26, 2021

18,524

$
1,852

$
65,770

$
353,477

$
(60,102
)

$
360,997

Options exercised

—

—

—

—

—

—

Conversion of equity units

26

2

(2
)

—

—

—

Stock-based compensation

5

1

1,524

—

—

1,525

Common stock repurchased and retired under publicly announced program

(52
)

(5
)

(186
)

(1,013
)

—

(1,204
)
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions

(5
)

—

(100
)

—

—

(100
)
Other comprehensive loss, net of tax

—

—

—

—

(955
)

(955
)
Net income

—

—

—

929

—

929

Balance at December 26, 2021

18,498

$
1,850

$
67,006

$
353,393

$
(61,057
)

$
361,192

Shares

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated Other Comprehensive Loss

Total Shareholders’ Equity

Balance at June 27, 2021

18,490

$
1,849

$
65,205

$
344,797

$
(53,432
)

$
358,419

Options exercised

9

1

(1
)

—

—

—

Conversion of equity units

64

6

(6
)

—

—

—

Stock-based compensation

5

1

2,106

—

—

2,107

Common stock repurchased and retired under publicly announced program

(52
)

(5
)

(186
)

(1,013
)

—

(1,204
)
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions

(18
)

(2
)

(112
)

—

—

(114
)
Other comprehensive loss, net of tax

—

—

—

—

(7,625
)

(7,625
)
Net income

—

—

—

9,609

—

9,609

Balance at December 26, 2021

18,498

$
1,850

$
67,006

$
353,393

$
(61,057
)

$
361,192

See accompanying notes to condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	For the Six Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021			December 31, 2023			January 1, 2023
Cash and cash equivalents at beginning of period	$	53,290		$	78,253		$	46,960		$	53,290
Operating activities:
Net (loss) income		(25,871	)		9,609
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Net loss								(33,116	)		(25,871	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in earnings of unconsolidated affiliates		(381	)		(344	)		(293	)		(381	)
Depreciation and amortization expense		13,478			12,687			13,988			13,478
Non-cash compensation expense		1,976			2,261			1,387			1,976
Recovery of income taxes		(3,799	)		—			—			(3,799	)
Deferred income taxes		(304	)		(3,197	)		(1,714	)		(304	)
Other, net		289			(149	)		(120	)		289
Changes in assets and liabilities:
Receivables, net		40,552			1,358			14,367			40,552
Inventories		25,422			(10,953	)		15,081			25,422
Other current assets		5,525			(3,690	)		(402	)		5,525
Income taxes		(2,655	)		614			(727	)		(2,655	)
Accounts payable and other current liabilities		(47,599	)		(11,598	)		(4,763	)		(47,599	)
Other, net		639			(548	)		(1,171	)		639
Net cash provided (used) by operating activities		7,272			(3,950	)
Net cash provided by operating activities								2,517			7,272

Investing activities:
Capital expenditures		(23,950	)		(19,172	)		(5,982	)		(23,950	)
Other, net		(576	)		87			488			(576	)
Net cash used by investing activities		(24,526	)		(19,085	)		(5,494	)		(24,526	)

Financing activities:
Proceeds from ABL Revolver		96,800			18,500			80,600			96,800
Payments on ABL Revolver		(82,200	)		(18,500	)		(82,700	)		(82,200	)
Payments on ABL Term Loan		(2,500	)		(5,000	)		(4,600	)		(2,500	)
Proceeds from construction financing		4,900			1,611			—			4,900
Payments on finance lease obligations		(899	)		(1,877	)		(1,440	)		(899	)
Common stock repurchased and retired under publicly announced program		—			(1,204	)
Payments of debt financing fees		(658	)		—			—			(658	)
Other, net		(47	)		(324	)		(27	)		(47	)
Net cash provided (used) by financing activities		15,396			(6,794	)
Net cash (used) provided by financing activities								(8,167	)		15,396

Effect of exchange rate changes on cash and cash equivalents		(651	)		(804	)		163			(651	)
Net decrease in cash and cash equivalents		(2,509	)		(30,633	)		(10,981	)		(2,509	)
Cash and cash equivalents at end of period	$	50,781		$	47,620		$	35,979		$	50,781

See accompanying notes to condensed consolidated financial statements.

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Background

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” ~~“us”~~“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, medical, 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”), and 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~~includes a range of specialized, value-added, and commodity solutions, with principal geographic markets in North America, Central America, South America, 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.~~(the “U.S.”). During the quarter ended December 31, 2023, UNIFI terminated the joint venture with operations in Israel.

2. Basis of Presentation; Condensed Notes

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. As contemplated by the instructions of the SEC to Form 10-Q, the following notes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to UNIFI’s year-end audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended July ~~3, 2022~~2, 2023 (the ~~“2022~~“2023 Form 10-K”).

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

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

The fiscal quarter for each of Unifi, Inc., its primary domestic operating subsidiaries and its subsidiary in El Salvador ended on ~~January 1,~~December 31, 2023. Unifi, Inc.’s remaining material operating subsidiaries’ fiscal quarter ended on December 31, ~~2022. There were no significant transactions or events that occurred between Unifi, Inc.’s fiscal quarter end and such wholly owned subsidiaries’ fiscal quarter end.~~2023. The three-month periods ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~ both consisted of 13 weeks.The six-month periods ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~ both consisted of 26 weeks.

3. Recent Accounting Pronouncements

Issued and Pending Adoption

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU No. 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for UNIFI’s fiscal year 2025 for annual reporting and in the first quarter of fiscal 2026 for interim reporting, with early adoption permitted. UNIFI has not and does not expect to early adopt this standard. UNIFI does not expect this standard will have a material impact on its consolidated financial position, results of operations or cash flows.

Based on UNIFI’s review of ~~Accounting Standards Updates~~ASUs issued since the filing of the ~~2022~~2023 Form 10-K, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a material impact on UNIFI’s consolidated financial statements.

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

4. Revenue

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

Third-Party Manufacturer

For the Three Months Ended

For the Six Months Ended

January 1, 2023

December 26, 2021

January 1, 2023

December 26, 2021

Third-party manufacturer

$
135,018

$
199,585

$
313,230

$
392,882

Service

1,194

1,825

2,501

4,520

Net sales

$
136,212

$
201,410

$
315,731

$
397,402

For the Three Months Ended

For the Six Months Ended

January 1, 2023

December 26, 2021

January 1, 2023

December 26, 2021

REPREVE® Fiber

$
42,866

$
81,524

$
92,045

$
153,430

All other products and services

93,346

119,886

223,686

243,972

Net sales

$
136,212

$
201,410

$
315,731

$
397,402


	For the Three Months Ended				For the Six Months Ended
	December 31, 2023		January 1, 2023		December 31, 2023		January 1, 2023
Third-party manufacturer	$	135,841	$	135,018	$	273,461	$	313,230
Service		1,076		1,194		2,300		2,501
Net sales	$	136,917	$	136,212	$	275,761	$	315,731

~~Third-Party Manufacturer~~


	For the Three Months Ended				For the Six Months Ended
	December 31, 2023		January 1, 2023		December 31, 2023		January 1, 2023
REPREVE® Fiber	$	45,725	$	42,866	$	88,186	$	92,045
All other products and services		91,192		93,346		187,575		223,686
Net sales	$	136,917	$	136,212	$	275,761	$	315,731

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.

REPREVE® Fiber

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

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. Variable consideration has been immaterial to UNIFI’s financial statements for all periods presented.

5. Long-Term Debt

Debt Obligations

The following table and narrative presents the detail of UNIFI’s debt obligations. Capitalized terms not otherwise defined within this Note shall have the meanings attributed to them in the ~~Amended and Restated Credit Agreement, dated as of March 26, 2015 (together with amendments, the "Prior Credit Agreement"), or the~~ Second Amended and Restated Credit Agreement, dated as of October 28, 2022 (the "2022 Credit Agreement").


		Weighted Average										Weighted Average
	Scheduled	Interest Rate as of			Principal Amounts as of						Scheduled	Interest Rate as of			Principal Amounts as of
	Maturity Date	January 1, 2023			January 1, 2023			July 3, 2022			Maturity Date	December 31, 2023			December 31, 2023			July 2, 2023
ABL Revolver	October 2027		8.0	%	$	3,400		$	41,300		October 2027		7.0	%	$	16,000		$	18,100
ABL Term Loan	October 2027		5.9	%		115,000			65,000		October 2027		7.0	%		105,800			110,400
Finance lease obligations	(1)		3.6	%		7,091			7,261		(1)		5.1	%		10,960			10,767
Construction financing	(2)		5.0	%		4,900			729		(2)		0.0	%		—			1,632
Total debt						130,391			114,290							132,760			140,899
Current ABL Term Loan						(9,200	)		(10,000	)						(9,200	)		(9,200	)
Current portion of finance lease obligations						(1,892	)		(1,726	)						(3,157	)		(2,806	)
Unamortized debt issuance costs						(319	)		(255	)						(259	)		(289	)
Total long-term debt					$	118,980		$	102,309						$	120,144		$	128,604

(1)

Scheduled maturity dates for finance lease obligations range from March 2025 to ~~November 2027~~September 2028.

(2)

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

ABL Facility and Amendments

~~Unifi, Inc. entered into~~There have been no changes to the ~~Sixth Amendment to Amended and Restated~~2022 Credit Agreement ~~(the “Sixth Amendment”) on September 2, 2022. The Sixth Amendment modified~~following the ~~Trigger Level~~filing of the Prior Credit Agreement, which relates to, among other things, the requirement to maintain a Fixed Charge Coverage Ratio such that it occurs when Excess Availability falls below (a) for the period beginning on September 2, 2022 through and including the date that is 60 ~~days after such date, $16,500~~ ~~and (b) at all other times, the greatest of (i) $10,000, (ii)~~ 20~~% of the Maximum Revolver Amount, and (iii)~~ ~~12.5% of the sum of the Maximum Revolver Amount plus the outstanding principal amount of the Term Loan.~~2023 Form 10-K.

7Construction Financing

In connection with the construction financing arrangement, UNIFI has borrowed a total of $9,755 and transitioned $9,755 of completed asset costs to finance lease obligations as of December 31, 2023. There were no borrowings outstanding on this financing arrangement as of December 31, 2023.

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~On October 28, 2022, Unifi, Inc. and certain of its subsidiaries entered into the 2022 Credit Agreement with a syndicate of lenders. The 2022 Credit Agreement provides for a $230,000~~ ~~senior secured credit facility (the “2022 ABL Facility”), including a $115,000~~ ~~revolving credit facility and a term loan ("2022 ABL Term Loan") that can be reset up to a maximum amount of $115,000, once per fiscal year, if certain conditions are met. The 2022 ABL Facility has a maturity date of~~ ~~October 28, 2027. The 2022 ABL Term Loan requires quarterly principal payments of $2,300~~ ~~commencing on February 1, 2023. Borrowings under the2022 ABL Facility bear interest at SOFR plus 0.10% plus an applicable margin of~~ ~~1.25% to~~ ~~1.75%, or the Base Rate (as defined in the 2022 Credit Agreement) plus an applicable margin of~~ ~~0.25% to~~ ~~0.75%, with interest paid on a monthly basis.~~

~~Prior to entering the 2022 Credit Agreement, Unifi, Inc. and certain of its subsidiaries maintained the Prior Credit Agreement that established a $200,000~~ ~~senior secured credit facility (the “Prior ABL Facility”), including a $100,000~~ ~~revolving credit facility and a term loan that could be reset up to a maximum amount of $100,000, once per fiscal year, if certain conditions were met. The Prior ABL Facility had a maturity date of~~ ~~December 18, 2023. Prior ABL Facility borrowings bore interest at LIBOR plus an applicable margin of~~ ~~1.25% to~~ ~~1.75%, or the Base Rate plus an applicable margin of~~ ~~0.25% to~~ ~~0.75%, with interest paid on a monthly basis.~~

~~In connection with the 2022 Credit Agreement, UNIFI recorded a $273~~ ~~loss on debt extinguishment to interest expense in the second quarter of fiscal 2023.~~

~~Construction Financing~~

In May 2021, UNIFI entered into an agreement with a third party lender that provides for construction-period financing for certain texturing machinery included in our capital allocation plans. UNIFI records 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 SOFR plus ~~1.25%, and contains terms customary for a financing of this type.~~

~~Each borrowing under the agreement provides for~~ 60 ~~monthly payments, which will commence upon the completion of the construction period. In connection with this construction financing arrangement, UNIFI has borrowed a total of $8,122~~ ~~and transitioned $3,222~~ ~~of completed asset costs to finance lease obligations as of January 1, 2023.~~

6. Income Taxes

The provision (benefit) ~~provision~~ for income taxes and effective tax rate were as follows:


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021			December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
(Benefit) provision for income taxes	$	(3,070	)	$	3,185		$	(336	)	$	7,598
Provision (benefit) for income taxes													$	380		$	(3,070	)	$	(83	)	$	(336	)
Effective tax rate		14.5	%		77.4	%		1.3	%		44.2	%		(2.0	)%		14.5	%		0.3	%		1.3	%

Income Tax Expense

UNIFI’s provision (benefit) ~~provision~~ for income taxes for the six months ended December 31, 2023 and January 1, 2023 ~~and December 26, 2021~~ was calculated by applying the estimated annual effective tax rate to year-to-date pre-tax book income and adjusting for discrete items that occurred during the period.

The effective tax rate for the three and six months ended December 31, 2023 varied from the U.S. federal statutory rate primarily due to the U.S. generated losses for which UNIFI does not expect to realize a future tax benefit.

During the six months ended December 31, 2023, the Internal Revenue Service (“IRS”) audit of fiscal years 2014 through 2019 was concluded with a refund of $1,275, which has been received along with $457 of interest on the overpayments. The impact from the IRS audit adjustments to the prior periods was insignificant.

The effective tax rates for the three ~~months~~ and six months ended January 1, 2023 varied from the U.S. federal statutory rate primarily due to losses for which UNIFI does not expect to realize a future benefit and a discrete tax benefit related to the recovery of certain Brazilian income taxes paid in prior years.

The effective tax rates for the three months and six months ended December 26, 2021 were higher than the U.S. federal statutory rate primarily due to an increase in the valuation allowance for deferred tax assets, earnings taxed at higher rates in foreign jurisdictions, and deferred tax on unremitted earnings.

Unrecognized Tax Benefits

UNIFI regularly assesses the outcomes of both completed and ongoing examinations to ensure that its provision for income taxes is sufficient. ~~Certain returns~~

Following the conclusion of the IRS audit, UNIFI adjusted the uncertain tax positions for fiscal years 2014 through 2019 that ~~remain open to examination have utilized carryforward~~were effectively settled. The impact from releasing the netted uncertain tax ~~attributes generated in prior tax years, including net operating losses, which could potentially be revised upon examination.~~position liabilities was insignificant.

During the three months ended December 31, 2023, UNIFI released $853 accrued for interest and penalties after receiving the final assessment from the IRS.

7. Shareholders’ Equity

On October 31, 2018, UNIFI announced that ~~its~~the Company's Board of Directors (the “Board”) approved a share repurchase program (the “2018 SRP”) under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases may be made from time to time in the open market at prevailing market prices, through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements, and other factors. The share repurchase authorization is discretionary and has no expiration date. ~~Repurchases, if any, are expected to be financed through cash generated from operations~~No shares have been repurchased in fiscal 2023 and ~~borrowings under the ABL Revolver~~2024 and are subject to applicable limitations and restrictions as set forth in the ABL Facility. UNIFI may discontinue repurchases at any time that management determines additional purchases are not beneficial or advisable.$

38,859

~~Unifi, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~The following table summarizes UNIFI’s repurchases and retirements of its common stock under the 2018 SRP~~remains available 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

Fiscal 2019

—

$
—

$
50,000

Fiscal 2020

84

$
23.72

$
48,008

Fiscal 2021

—

$
—

$
48,008

Fiscal 2022

617

$
14.84

$
38,859

Fiscal 2023 (through January 1, 2023)

—

$
—

$
38,859

Total

701

$
15.90

$
38,859

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.repurchase.

8. Stock-Based Compensation

On October ~~29, 2020~~31, 2023, UNIFI’s shareholders approved a First Amendment (the "First Amendment") to the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan set the initial number of shares available for future issuance ("share reserve") pursuant to awards granted under the 2020 Plan to 850. The First Amendment increased the remaining share reserve by 1,100. No additional awards can be granted under prior plans; however, awards outstanding under a respective prior plan remain subject to that plan’s provisions.

The following table provides information as of December 31, 2023 with respect to the number of ~~awards~~securities remaining available for future issuance under the 2020 ~~Plan as of January 1, 2023:~~Plan:


Authorized under the 2020 Plan	850
Plus: Share reserve increase from First Amendment	1,100
Plus: Awards expired, forfeited or otherwise terminated unexercised	448
Less: Awards granted to employees	(~~544~~1,083	)
Less: Awards granted to non-employee directors	(~~114~~197	)
Available for issuance under the 2020 Plan	~~196~~718

On October 27, 2021, UNIFI’s shareholders approved the Unifi, Inc. Employee Stock Purchase Plan (the “ESPP”) as described in Unifi, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 2, 2021. The ESPP reserved ~~100~~ ~~Company shares, is intended to be a qualified plan under applicable tax law, and allows eligible employees to purchase Company shares at a~~ 15~~% discount from market value. ESPP activity is reflected as options exercised in the condensed consolidated statements of shareholders’ equity.~~

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

Financial Instruments

~~Grantor Trust~~

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. The fair value of the investment assets held by the grantor trust established in connection with the DCP were approximately $~~2,897~~ ~~and $2,196~~ as of January 1, 2023 and July 3, 2022, 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 (income) 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 (income) expense, net. During fiscal 2023, we recorded net gains on investments held by the trust of $11.

~~Derivative Instruments~~

UNIFI uses derivative financial instruments such as foreign currency forward contracts or interest rate swaps to reduce its ongoing business exposures to fluctuations in foreign currency exchange rates or interest rates. UNIFI does not enter into derivative contracts for speculative purposes. Since June 2022, UNIFI has had no ~~outstanding derivative instruments.~~

For the six months ended December 31, 2023 and January 1, 2023, ~~and December 26, 2021,~~ there were no significant changes to UNIFI’s assets and liabilities measured at fair value, and there were no transfers into or out of the levels of the fair value hierarchy.

UNIFI believes that there have been no significant changes to its credit risk profile or the interest rates available to UNIFI for debt issuances with similar terms and average maturities, and UNIFI estimates that the fair values of its debt obligations approximate the carrying amounts. Other financial instruments

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

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.

Grantor Trust

~~Unifi,~~The UNIFI, Inc.

~~Notes~~ 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 ~~Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~10. Accumulated Other Comprehensive Loss~~

participate. The ~~components of and the changes in accumulated other comprehensive loss, net of tax, as applicable, consist~~fair values of the ~~following:~~investment assets held by the grantor trust established in connection with the DCP were approximately $

Foreign
Currency
Translation
Adjustments

Accumulated
Other
Comprehensive
Loss

Balance at July 3, 2022

$
(59,605
)

$
(59,605
)
Other comprehensive loss

(2,461
)

(2,461
)
Balance at January 1, 2023

$
(62,066
)

$
(62,066
)

2,618 and $

~~A summary~~2,496 as of December 31, 2023 and July 2, 2023, 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 ~~after-tax effects of~~fair value hierarchy. Trading gains and losses associated with these investments are recorded to Other operating expense (income), net. The associated DCP liability is recorded within Other long-term liabilities, and any increase or decrease in the ~~components of other comprehensive loss, net for~~liability is also recorded in Other operating expense (income), net. During the ~~three-month~~six months ended December 31, 2023 and ~~six-month periods ended~~ January 1, 2023, we recorded net gains on investments held by the trust of $122and ~~December 26, 2021 is included in the accompanying condensed consolidated statements of comprehensive (loss) income.~~$11, respectively.

~~11.~~10. Earnings Per Share

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


	For the Three Months Ended					For the Six Months Ended					For the Three Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021		January 1, 2023			December 26, 2021		December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
Net (loss) income	$	(18,037	)	$	929	$	(25,871	)	$	9,609
Net loss											$	(19,846	)	$	(18,037	)	$	(33,116	)	$	(25,871	)
Basic weighted average shares		18,034			18,511		18,017			18,513		18,110			18,034			18,097			18,017
Net potential common share equivalents		—			493		—			486		—			—			—			—
Diluted weighted average shares		18,034			19,004		18,017			18,999		18,110			18,034			18,097			18,017
Excluded from the calculation of common share equivalents:
Anti-dilutive common share equivalents		739			324		703			324		577			739			577			703
Excluded from the calculation of diluted shares:
Unvested stock options that vest upon achievement of certain market conditions		333			333		333			333		333			333			333			333

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

~~12.~~11. 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~~

12. Related Party Transactions

~~On September 30, 2004, Unifi Kinston, LLC (“UK”), a subsidiary~~

Related party balances and transactions are not material to the condensed consolidated financial statements and, accordingly, are not presented separately from other financial statement captions.

There were no related party receivables as 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~~December 31, 2023 and July 2, 2023.

Related party payables 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~~Salem Leasing Corporation consisted of the ~~U.S. Environmental Protection Agency and~~following:


	December 31, 2023		July 2, 2023
Accounts payable	$	350	$	457
Operating lease obligations		403		502
Finance lease obligations		3,031		3,677
Total related party payables	$	3,784	$	4,636

The following were 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 $Company’s significant related party transactions:~~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.


		For the Three Months Ended				For the Six Months Ended
Affiliated Entity	Transaction Type	December 31, 2023		January 1, 2023		December 31, 2023		January 1, 2023
Salem Leasing Corporation	Payments for transportation equipment costs and finance lease debt service	$	1,228	$	1,184	$	2,437	$	2,383

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

13. ~~Related Party Transactions~~

~~There were~~ no ~~related party receivables as of January 1, 2023 or July 3, 2022.~~

~~Related party payables for Salem Leasing Corporation consisted of the following:~~

January 1, 2023

July 3, 2022

Accounts payable

$
333

$
432

Operating lease obligations

651

811

Finance lease obligations

4,311

4,933

Total related party payables

$
5,295

$
6,176

~~The following were the Company’s significant related party transactions:~~

For the Three Months Ended

For the Six Months Ended

Affiliated Entity

Transaction Type

January 1, 2023

December 26, 2021

January 1, 2023

December 26, 2021

Salem Leasing Corporation

Payments for transportation equipment costs and finance lease debt service

$
1,184

$
1,059

$
2,383

$
2,087

~~14.~~ 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 fiscal 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.

~~UNIFI has~~UNIFI's three reportable ~~segments.~~segments are organized as follows:

•

The operations within the Americas Segment exhibit similar long-term economic characteristics and primarily sell into an economic trading zone covered by the USMCA and CAFTA-DR to similar customers utilizing similar methods of distribution. These operations derive revenues primarily from manufacturing synthetic and recycled textile products with sales primarily to yarn manufacturers, knitters, and weavers that produce yarn and/or fabric for the apparel, hosiery, automotive, home furnishings, industrial, medical, and other end-use markets principally in North and Central America. The Americas Segment consists of sales and manufacturing operations in the U.S., El Salvador, and 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 Brazil. The Brazil Segment includes a manufacturing location and sales offices in Brazil.

•

The operations within the Asia Segment exhibit similar long-term economic characteristics and sell to similar customers utilizing similar methods of distribution primarily in Asia and Europe. The Asia Segment primarily sources synthetic and recycled textile products from third-party suppliers and sells to ~~other~~ yarn manufacturers, knitters, and weavers that produce fabric for the apparel, automotive, home furnishings, industrial, and other end-use markets principally in Asia. The Asia Segment includes sales offices in China, Turkey, and Hong Kong.

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

Selected financial information is presented below:


	For the Three Months Ended December 31, 2023
	Americas			Brazil		Asia		Total
Net sales	$	80,549		$	26,061	$	30,307	$	136,917
Cost of sales		87,287			22,922		25,072		135,281
Gross (loss) profit		(6,738	)		3,139		5,235		1,636
Segment depreciation expense		5,508			766		—		6,274
Segment (Loss) Profit	$	(1,230	)	$	3,905	$	5,235	$	7,910


	For the Three Months Ended January 1, 2023
	Americas			Brazil		Asia		Total
Net sales	$	85,242		$	25,687	$	25,283	$	136,212
Cost of sales		98,326			24,357		21,529		144,212
Gross (loss) profit		(13,084	)		1,330		3,754		(8,000	)
Segment depreciation expense		5,542			391		—		5,933
Segment (Loss) Profit	$	(7,542	)	$	1,721	$	3,754	$	(2,067	)


	For the Six Months Ended December 31, 2023
	Americas			Brazil		Asia		Total
Net sales	$	162,122		$	55,970	$	57,669	$	275,761
Cost of sales		176,240			50,664		47,796		274,700
Gross (loss) profit		(14,118	)		5,306		9,873		1,061
Segment depreciation expense		11,005			1,606		—		12,611
Segment (Loss) Profit	$	(3,113	)	$	6,912	$	9,873	$	13,672


	For the Six Months Ended January 1, 2023
	Americas			Brazil		Asia		Total
Net sales	$	192,886		$	64,566	$	58,279	$	315,731
Cost of sales		210,839			56,449		49,880		317,168
Gross (loss) profit		(17,953	)		8,117		8,399		(1,437	)
Segment depreciation expense		11,022			861		—		11,883
Segment (Loss) Profit	$	(6,931	)	$	8,978	$	8,399	$	10,446

119

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~Selected financial information is presented below:~~

For the Three Months Ended January 1, 2023

Americas

Brazil

Asia

Total

Net sales

$
85,242

$
25,687

$
25,283

$
136,212

Cost of sales

98,326

24,357

21,529

144,212

Gross (loss) profit

(13,084
)

1,330

3,754

(8,000
)
Segment depreciation expense

5,542

391

—

5,933

Segment (Loss) Profit

$
(7,542
)

$
1,721

$
3,754

$
(2,067
)

For the Three Months Ended December 26, 2021

Americas

Brazil

Asia

Total

Net sales

$
114,697

$
27,601

$
59,112

$
201,410

Cost of sales

113,844

20,075

50,601

184,520

Gross profit

853

7,526

8,511

16,890

Segment depreciation expense

5,145

277

—

5,422

Segment Profit

$
5,998

$
7,803

$
8,511

$
22,312

For the Six Months Ended January 1, 2023

Americas

Brazil

Asia

Total

Net sales

$
192,886

$
64,566

$
58,279

$
315,731

Cost of sales

210,839

56,449

49,880

317,168

Gross (loss) profit

(17,953
)

8,117

8,399

(1,437
)
Segment depreciation expense

11,022

861

—

11,883

Segment (Loss) Profit

$
(6,931
)

$
8,978

$
8,399

$
10,446

For the Six Months Ended December 26, 2021

Americas

Brazil

Asia

Total

Net sales

$
225,523

$
61,339

$
110,540

$
397,402

Cost of sales

215,484

43,873

95,058

354,415

Gross profit

10,039

17,466

15,482

42,987

Segment depreciation expense

10,220

660

—

10,880

Segment Profit

$
20,259

$
18,126

$
15,482

$
53,867

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


	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021			January 1, 2023			December 26, 2021			December 31, 2023			January 1, 2023			December 31, 2023			January 1, 2023
Americas	$	(13,084	)	$	853		$	(17,953	)	$	10,039		$	(6,738	)	$	(13,084	)	$	(14,118	)	$	(17,953	)
Brazil		1,330			7,526			8,117			17,466			3,139			1,330			5,306			8,117
Asia		3,754			8,511			8,399			15,482			5,235			3,754			9,873			8,399
Segment gross (loss) profit		(8,000	)		16,890			(1,437	)		42,987
Segment gross profit (loss)														1,636			(8,000	)		1,061			(1,437	)
Selling, general and administrative expenses		11,748			11,966			23,521			24,636			12,408			11,748			24,017			23,521
(Benefit) provision for bad debts		(156	)		(240	)		18			(320	)
Provision (benefit) for bad debts														1,289			(156	)		1,080			18
Restructuring costs														5,101			—			5,101			—
Other operating expense (income), net		226			573			(463	)		829			481			226			535			(463	)
Operating (loss) income		(19,818	)		4,591			(24,513	)		17,842
Operating loss														(17,643	)		(19,818	)		(29,672	)		(24,513	)
Interest income		(514	)		(194	)		(1,061	)		(452	)		(697	)		(514	)		(1,278	)		(1,061	)
Interest expense		1,889			735			3,136			1,431			2,613			1,889			5,098			3,136
Equity in earnings of unconsolidated affiliates		(86	)		(64	)		(381	)		(344	)		(93	)		(86	)		(293	)		(381	)
(Loss) income before income taxes	$	(21,107	)	$	4,114		$	(26,207	)	$	17,207
Loss before income taxes													$	(19,466	)	$	(21,107	)	$	(33,199	)	$	(26,207	)

There have been no material changes in segment assets during fiscal ~~2023.~~2024.

~~15.~~14. Investments in Unconsolidated Affiliates

Included within Other non-current assets are UNIFI’s investments in unconsolidated affiliates: U.N.F. Industries, Ltd. (“UNF”) and UNF America LLC (“UNFA”) ~~(collectively “UNFs”)~~.

U.N.F. Industries, Ltd.

~~Raw material~~In December 2023, UNIFI dissolved its interest in UNF under an agreement whereby UNIFI agreed to pay the former joint venture partner $2,750 and ~~production services for UNF are provided by Nilit Ltd. under separate supply~~recorded it as an associated contract termination cost within Restructuring costs on the Condensed Consolidated Statements of Operations and ~~services agreements. UNF’s~~Comprehensive Loss. UNIFI made a payment to the former joint venture partner of $1,200 in the second quarter of fiscal ~~year end~~2024 and the remaining $1,550 is included in Other current liabilities, expected to be paid in the third quarter of fiscal 2024. Accordingly, the balance sheet information presented below as of December 31, ~~and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.~~2023 does not include any amounts related to UNF.

UNF America LLC

Raw material and production services for UNFA are provided by Nilit America Inc. under separate supply and services agreements. UNFA’s fiscal year end is December 31, and it is a limited liability company located in Ridgeway, Virginia. UNFA is treated as a partnership for its income tax reporting.

~~Unifi, Inc.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

In conjunction with the formation of UNFA, UNIFI entered into a supply agreement with UNF and UNFA whereby UNIFI agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNFA. The supply agreement has no stated minimum purchase quantities and pricing is typically negotiated every six months, based on market rates. As of ~~January 1,~~December 31, 2023, UNIFI’s open purchase orders related to this supply agreement, all with UNFA, were $~~1,722~~571.

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


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Six Months Ended
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		December 31, 2023		January 1, 2023		December 31, 2023		January 1, 2023
UNFA	$	5,390	$	6,752	$	12,791	$	12,582	$	3,787	$	5,390	$	6,913	$	12,791
UNF		—		75		37		146		—		—		—		37
Total	$	5,390	$	6,827	$	12,828	$	12,728	$	3,787	$	5,390	$	6,913	$	12,828

As of ~~January 1,~~December 31, 2023, UNIFI had accounts payable due to UNFA of $2,020, and as of July ~~3, 2022,~~2, 2023, UNIFI had combined accounts payable due to UNF and UNFA of $~~2,223~~3,440 ~~and $5,565, respectively.~~.

UNIFI ~~has~~previously determined that UNF and UNFA ~~are~~were variable interest entities and also determined that UNIFI is the primary beneficiary of these entities, based on the terms of the supply ~~agreement discussed above.~~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~~these entities and all intercompany sales would be eliminated in consolidation, (ii) the ~~two~~ entities’ balance sheets constitute 35% or less of UNIFI’s current assets and total 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 and instead is accounting for these entities as equity investments. ~~As of January 1, 2023, UNIFI’s combined investments in UNF and UNFA were $2,430~~. 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. As of December 31, 2023, UNIFI’s investment in UNFA was $3,101.

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Condensed balance sheet and income statement information for UNIFI’s unconsolidated affiliates (including reciprocal balances) are presented in the tables below.


	January 1, 2023		July 3, 2022		December 31, 2023		July 2, 2023
Current assets	$	9,378	$	10,705	$	9,363	$	10,608
Non-current assets		549		605		473		494
Current liabilities		6,644		8,056		3,634		7,304
Non-current liabilities		—		—		—		—
Shareholders’ equity and capital accounts		3,283		3,254		6,202		3,798

UNIFI’s portion of undistributed earnings		2,370		2,013		3,042		2,938


	For the Three Months Ended					For the Six Months Ended					For the Three Months Ended					For the Six Months Ended
	January 1, 2023		December 26, 2021			January 1, 2023		December 26, 2021			December 31, 2023			January 1, 2023		December 31, 2023			January 1, 2023
Net sales	$	7,224	$	7,336		$	16,035	$	13,486		$	4,368		$	7,224	$	9,109		$	16,035
Gross profit		444		28			933		572			9			444		647			933
Income (loss) from operations		26		(381	)		51		(254	)
Net income (loss)		14		(380	)		29		(253	)
(Loss) income from operations												(467	)		26		(271	)		51
Net (loss) income												(483	)		14		(318	)		29
Depreciation and amortization		28		31			56		64			7			28		21			56

Distributions received		—		—			—		—			—			—		—			—

~~16.~~15. Supplemental Cash Flow Information

Cash payments for interest and taxes consist of the following:


	For the Six Months Ended				For the Six Months Ended
	January 1, 2023		December 26, 2021		December 31, 2023		January 1, 2023
Interest, net of capitalized interest of $239 and $221, respectively	$	2,739	$	1,280
Interest, net of capitalized interest of $104 and $239, respectively					$	4,740	$	2,739
Income tax payments, net		4,064		9,520		2,606		4,064

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. ~~The six months ended December 26, 2021 includes an income tax payment of $3,749~~ ~~related to the recovery of non-income taxes in Brazil.~~

Non-Cash Investing and Financing Activities

As of December 31, 2023 and July 2, 2023, $621 and $1,137, respectively, were included in accounts payable for unpaid capital expenditures. As of January 1, 2023 and July 3, 2022, $1,594 and $2,456, respectively, were included in accounts payable for unpaid capital expenditures. ~~As of December 26, 2021 and June 27, 2021, $1,992~~ ~~and $2,080, respectively, were included in accounts payable for unpaid capital expenditures.~~

During the six months ended December 31, 2023 and January 1, 2023, ~~and December 26, 2021,~~ UNIFI recorded non-cash activity relating to finance leases of $~~729~~1,633 and $~~882~~729,, respectively.

In connection with the commencement of the 2022 Credit Agreement in October 2022, $52,500 of borrowings outstanding on the revolving credit facility were transferred to the term loan, such that revolver borrowings were reduced by $52,500 and term loan borrowings were increased by $52,500 with no flow of cash.

1311

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~17.~~16. Other Financial Data

Select balance sheet information is presented in the following table.

January 1, 2023

July 3, 2022

Receivables, net:

Customer receivables

$
61,960

$
99,963

Allowance for uncollectible accounts

(1,378
)

(1,498
)
Reserves for quality claims

(1,294
)

(860
)
Net customer receivables

59,288

97,605

Banker's acceptance notes

4,439

7,849

Other receivables

1,253

1,111

Total receivables, net

$
64,980

$
106,565

Inventories:

Raw materials

$
58,788

$
69,994

Supplies

11,805

11,953

Work in process

6,879

10,358

Finished goods

73,916

84,477

Gross inventories

151,388

176,782

Net realizable value adjustment

(4,135
)

(3,487
)
Total inventories

$
147,253

$
173,295

Other current assets:

Prepaid expenses and other

$
3,647

$
3,004

Value-added taxes receivable

3,433

1,987

Vendor deposits

2,874

6,910

Recovery of non-income taxes, net

2,801

6,770

Contract assets

448

285

Total other current assets

$
13,203

$
18,956

Property, plant and equipment, net:

Land

$
3,150

$
3,160

Land improvements

16,443

16,443

Buildings and improvements

165,905

164,252

Assets under finance leases

11,498

10,921

Machinery and equipment

637,855

635,699

Computers, software and office equipment

25,883

25,348

Transportation equipment

10,455

10,591

Construction in progress

23,605

20,397

Gross property, plant and equipment

894,794

886,811

Less: accumulated depreciation

(663,885
)

(666,569
)
Less: accumulated amortization – finance leases

(4,630
)

(3,904
)
Total property, plant and equipment, net

$
226,279

$
216,338

Other non-current assets:

Recovery of taxes

$
5,131

$
1,463

Grantor trust

2,897

2,196

Investments in unconsolidated affiliates

2,430

2,072

Intangible assets, net

1,813

2,500

Other

951

557

Total other non-current assets

$
13,222

$
8,788

Other current liabilities:

Payroll and fringe benefits

$
4,725

$
9,414

Utilities

1,306

2,287

Deferred revenue

1,306

1,694

Incentive compensation

445

3,916

Property taxes and other

3,563

2,495

Total other current liabilities

$
11,345

$
19,806

Other long-term liabilities:

Nonqualified deferred compensation plan obligation

$
2,355

$
1,982

Uncertain tax positions

1,879

1,575

Other

526

892

Total other long-term liabilities

$
4,760

$
4,449


	December 31, 2023			July 2, 2023
Receivables, net:
Customer receivables	$	66,537		$	79,174
Allowance for uncollectible accounts		(2,452	)		(1,362	)
Reserves for quality claims		(709	)		(682	)
Net customer receivables		63,376			77,130
Banker's acceptance notes		5,446			5,870
Other receivables		761			725
Total receivables, net	$	69,583		$	83,725

Inventories:
Raw materials	$	58,448		$	59,983
Supplies		11,871			11,787
Work in process		7,077			6,633
Finished goods		65,646			78,032
Gross inventories		143,042			156,435
Net realizable value adjustment		(7,366	)		(5,625	)
Total inventories	$	135,676		$	150,810

Other current assets:
Vendor deposits	$	4,608		$	3,863
Prepaid expenses and other		3,826			2,584
Value-added taxes receivable		2,893			3,398
Contract assets		769			549
Recovery of non-income taxes, net		194			1,933
Total other current assets	$	12,290		$	12,327

Property, plant and equipment, net:
Land	$	2,512		$	2,512
Land improvements		16,445			16,443
Buildings and improvements		168,231			167,589
Assets under finance leases		18,030			16,397
Machinery and equipment		659,553			656,431
Computers, software and office equipment		25,370			26,654
Transportation equipment		10,731			10,710
Construction in progress		3,635			10,003
Gross property, plant and equipment		904,507			906,739
Less: accumulated depreciation		(688,687	)		(682,768	)
Less: accumulated amortization – finance leases		(6,385	)		(5,450	)
Total property, plant and equipment, net	$	209,435		$	218,521

Other non-current assets:
Recovery of taxes	$	6,156		$	5,957
Investments in unconsolidated affiliates		3,101			2,997
Grantor trust		2,618			2,496
Intangible assets, net		736			1,210
Other		2,228			1,848
Total other non-current assets	$	14,839		$	14,508

Other current liabilities:
Payroll and fringe benefits	$	4,827		$	6,981
Severance (1)		2,351			—
Incentive compensation		1,856			298
Dissolution of joint venture		1,550			—
Utilities		1,476			1,634
Deferred revenue		1,293			1,441
Property taxes, interest and other		4,056			2,578
Total other current liabilities	$	17,409		$	12,932

Other long-term liabilities:
Nonqualified deferred compensation plan obligation	$	2,675		$	2,659
Uncertain tax positions		1,032			1,973
Other		426			468
Total other long-term liabilities	$	4,133		$	5,100

(1)

During the second quarter of fiscal 2024, UNIFI recorded $2,351 of severance expenses related to a cost reduction plan intended to lower operating expenses for both production and administrative activities, included in Restructuring costs on the Condensed Consolidated Statements of Operations and Comprehensive Loss. Most of the restructuring expenses incurred impact the Americas Segment and UNIFI does not anticipate any additional, material restructuring costs at this time.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of certain significant factors that have affected UNIFI’s operations, along with material changes in financial condition, during the periods included in the accompanying condensed consolidated financial statements. A reference to a “note” in this section refers to the accompanying notes to condensed consolidated financial statements. A reference to the “current period” refers to the three-month period ended ~~January 1,~~December 31, 2023, while a reference to the “prior period” refers to the three-month period ended ~~December 26, 2021.~~January 1, 2023. A reference to the “current six-month period” refers to the six-month period ended ~~January 1,~~December 31, 2023, while a reference to the “prior six-month period” refers to the six-month period ended ~~December 26, 2021.~~January 1, 2023. Such references may be accompanied by certain phrases for added clarity. The current period and the prior period each consisted of 13 weeks. The current six-month period and the prior six-month period each consisted of 26 weeks.

Our discussions in this Item 2 focus on our results during, or as of, the three months ended December 31, 2023 and ~~six months ended~~ January 1, 2023, ~~and December 26, 2021,~~ and, to the extent applicable, any material changes from the information discussed in the ~~2022~~2023 Form 10-K or other important intervening developments or information. These discussions should be read in conjunction with the ~~2022~~2023 Form 10-K for more detailed and background information about our business, operations, and financial condition.

Discussion of foreign currency translation is primarily associated with changes in the Brazilian Real (“BRL”) and changes in the Chinese Renminbi (“RMB”) versus the U.S. Dollar (“USD”). Weighted average exchange rates were as follows:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Six Months Ended
	January 1, 2023		December 26, 2021		January 1, 2023		December 26, 2021		December 31, 2023		January 1, 2023		December 31, 2023		January 1, 2023
BRL to USD		5.26		5.57		5.25		5.39		4.96		5.26		4.92		5.25
RMB to USD		7.09		6.39		6.95		6.43		7.22		7.09		7.23		6.95

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

Overview and Significant General Matters

UNIFI focuses on delivering products and solutions to direct customers and brand partners throughout the world, leveraging our internal manufacturing capabilities and an enhanced global supply chain that delivers a diverse range of synthetic and recycled fibers and polymers. Our strategic initiatives include (i) leveraging our competitive advantages to grow market share in each of the major geographies we serve, (ii) expanding our presence in non-apparel markets with additional REPREVE® products, (iii) advancing the development and commercialization of innovative and sustainable solutions, and (iv) increasing brand awareness for REPREVE®. We have increased our focus on sales opportunities beyond traditional apparel customers and continue to drive innovation throughout our portfolio to further diversify the business and enhance gross profit. We believe our strategic initiatives will increase revenue and profitability and generate improved cash flows from operations.

Current Economic Environment

The current economic environment and significant decrease in textile product demand ~~has~~ adversely impacted our consolidated sales and profitability in fiscal ~~2023.~~2023 and the first half of fiscal 2024. In addition to the current unfavorable economic environment and the inventory destocking measures taken by brands and retailers, the following pressures have ~~continued from fiscal 2022 into fiscal 2023:~~been present: (i) the impact of inflation on consumer spending, (ii) rising interest rates for consumers and customers, including the impact on the carrying costs of customer inventories, (iii) the Russia-Ukraine conflict, and (iv) ~~global input cost volatility,~~the conflict in the Middle East and ~~(v) supply chain disruption.~~the potential impacts to petroleum pricing and geopolitics. UNIFI will continue to monitor these and other aspects of the current economic environment and work closely with stakeholders to ensure business continuity and liquidity.

We recognize the disruption to global markets and supply chains caused by (i) Russia’s invasion of Ukraine and (ii) the conflict in the Middle East. While we had a raw material supplier based in Israel for which the recent supply levels have been insignificant, we have not been directly impacted by either conflict. Indirectly, we recognize that additional or prolonged impacts to the petroleum or other global markets could cause further inflationary pressures to our global raw material costs or unforeseen adverse impacts.

Input Costs and Global Production Volatility

In addition to the escalation of input costs in fiscal 2022, UNIFI experienced inefficiencies in the global supply chain in connection with (i) freight costs and logistics slowdowns in foreign markets; (ii) a tighter labor pool in the U.S.; and (iii) suppressed productivity from our business partners resulting from pandemic-related lockdowns in certain regions, particularly Asia. Despite ~~significant improvement in~~lowered input and freight costs and a marginally more stable labor pool during ~~the current period,~~fiscal 2023 and 2024, the global demand volatility and uncertainty that ~~began~~existed in ~~late fiscal 2022 has continued through the second quarter of~~ fiscal 2023 ~~as the~~continued into fiscal 2024. The threat of recession ~~continues~~and global tensions continue to create ~~uncertainty for calendar 2023. The~~uncertainty. Such 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 consolidated sales and gross profit. Also, the need for future selling price adjustments in connection with inflationary costs could impact our ability to retain current customer programs and compete successfully for new programs in certain regions.

Cash Deposits and Financial Institution Risk

During fiscal 2023, certain regional bank crises and failures generated additional uncertainty and volatility in the financial and credit markets. UNIFI currently holds the vast majority of its cash deposits with large foreign banks in our associated operating regions, and management maintains the ability to repatriate cash to the U.S. relatively quickly when presently available. Accordingly, UNIFI has not modified its mix of financial institutions holding cash deposits, but UNIFI will continue to monitor the environment and current events to ensure any increase in concentration or credit risk is appropriately and timely addressed. If any of our lending counterparties are unable to perform on their commitments, our liquidity could be impacted. We actively monitor all lending counterparties, and none have indicated that they may be unable to perform on their commitments. In addition, we periodically review our lending counterparties, considering the stability of the institutions and other aspects of the relationships. Based on our monitoring activities, we currently believe our lending counterparties will be able to perform their commitments.

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 (loss) profit and gross margin for UNIFI and for each reportable segment;

•

net ~~(loss) income~~loss and diluted EPS;

•

Segment (Loss) Profit, which equals segment gross (loss) 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 ~~(loss) income~~loss before net interest expense, income tax expense, and depreciation and amortization expense;

•

Adjusted EBITDA, which represents EBITDA adjusted to exclude, from time to time, certain other adjustments necessary to understand and

compare the underlying results of UNIFI;

•

Adjusted Net ~~(Loss) Income,~~Loss, which represents net ~~(loss) 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 ~~(Loss) Income~~Loss divided by UNIFI’s diluted 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 ~~(Loss) 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.

Management uses Adjusted Net ~~(Loss) 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.

1614

Review of Results of Operations

Three Months Ended ~~January 1,~~December 31, 2023 Compared to Three Months Ended ~~December 26, 2021~~January 1, 2023

Consolidated Overview

The below tables provide:

•

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

•

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

•

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

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

loss.

Net ~~(loss) income~~loss


	For the Three Months Ended															For the Three Months Ended
	January 1, 2023						December 26, 2021									December 31, 2023						January 1, 2023
				% of Net Sales						% of Net Sales			% Change						% of Net Sales						% of Net Sales			% Change
Net sales	$	136,212			100.0		$	201,410			100.0			(32.4	)	$	136,917			100.0		$	136,212			100.0			0.5
Cost of sales		144,212			105.9			184,520			91.6			(21.8	)		135,281			98.8			144,212			105.9			(6.2	)
Gross (loss) profit		(8,000	)		(5.9	)		16,890			8.4			(147.4	)
Gross profit (loss)																	1,636			1.2			(8,000	)		(5.9	)		(120.5	)
SG&A		11,748			8.6			11,966			5.9			(1.8	)		12,408			9.1			11,748			8.6			5.6
Benefit for bad debts		(156	)		(0.1	)		(240	)		(0.1	)		(35.0	)
Provision (benefit) for bad debts																	1,289			0.9			(156	)		(0.1	)	nm
Restructuring costs																	5,101			3.7			—			—		nm
Other operating expense, net		226			0.2			573			0.3			(60.6	)		481			0.4			226			0.2			112.8
Operating (loss) income		(19,818	)		(14.6	)		4,591			2.3		nm
Operating loss																	(17,643	)		(12.9	)		(19,818	)		(14.6	)		(11.0	)
Interest expense, net		1,375			1.0			541			0.3			154.2			1,916			1.4			1,375			1.0			39.3
Equity in earnings of unconsolidated affiliates		(86	)		(0.1	)		(64	)		—			34.4			(93	)		(0.1	)		(86	)		(0.1	)		8.1
(Loss) income before income taxes		(21,107	)		(15.5	)		4,114			2.0		nm
(Benefit) provision for income taxes		(3,070	)		(2.3	)		3,185			1.5			(196.4	)
Net (loss) income	$	(18,037	)		(13.2	)	$	929			0.5		nm
Loss before income taxes																	(19,466	)		(14.2	)		(21,107	)		(15.5	)		(7.8	)
Provision (benefit) for income taxes																	380			0.3			(3,070	)		(2.3	)		(112.4	)
Net loss																$	(19,846	)		(14.5	)	$	(18,037	)		(13.2	)		10.0

nm = not meaningful

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

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


	For the Three Months Ended					For the Three Months Ended
	January 1, 2023			December 26, 2021		December 31, 2023			January 1, 2023
Net (loss) income	$	(18,037	)	$	929
Net loss						$	(19,846	)	$	(18,037	)
Interest expense, net		1,375			541		1,916			1,375
(Benefit) provision for income taxes		(3,070	)		3,185
Provision (benefit) for income taxes							380			(3,070	)
Depreciation and amortization expense (1)		6,693			6,266		6,922			6,693
EBITDA		(13,039	)		10,921		(10,628	)		(13,039	)

Other adjustments (2)		—			—
Loss on joint venture dissolution (2)							2,750			—
Severance (3)							2,351			—
Adjusted EBITDA	$	(13,039	)	$	10,921	$	(5,527	)	$	(13,039	)

(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 the second quarter of fiscal ~~2023, interest expense, net reflects $273~~2024, UNIFI recorded a loss of ~~loss on debt extinguishment.~~$2,750 related to the dissolution of UNF.

~~(2)~~(3)

~~For~~In the ~~periods presented, there were no other adjustments necessary to reconcile Net (loss) income to Adjusted EBITDA.~~second quarter of fiscal 2024, UNIFI incurred severance costs in connection with overall cost reduction efforts in the U.S.

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

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


	For the Three Months Ended December 31, 2023												For the Three Months Ended January 1, 2023
	Pre-tax Loss			Tax Impact			Net Loss			Diluted EPS			Pre-tax Loss			Tax Impact			Net Loss			Diluted EPS
GAAP results	$	(19,466	)	$	(380	)	$	(19,846	)	$	(1.10	)	$	(21,107	)	$	3,070		$	(18,037	)	$	(1.00	)
Loss on joint venture dissolution (1)		2,750			—			2,750			0.15			—			—			—			—
Severance (2)		2,351			—			2,351			0.14			—			—			—			—
Recovery of income taxes (3)		—			—			—			—			—			(3,799	)		(3,799	)		(0.21	)
Adjusted results	$	(14,365	)	$	(380	)	$	(14,745	)	$	(0.81	)	$	(21,107	)	$	(729	)	$	(21,836	)	$	(1.21	)

Weighted average common shares outstanding											18,110												18,034

For the Three Months Ended January 1, 2023

For the Three Months Ended December 26, 2021

Pre-tax Loss

Tax Impact

Net Loss

Diluted EPS

Pre-tax
Income

Tax Impact

Net Income

Diluted EPS

GAAP results

$
(21,107
)

$
3,070

$
(18,037
)

$
(1.00
)

$
4,114

$
(3,185
)

$
929

$
0.05

Recovery of income taxes (1)

—

(3,799
)

(3,799
)

(0.21
)

—

—

—

—

Adjusted results

$
(21,107
)

$
(729
)

$
(21,836
)

$
(1.21
)

$
4,114

$
(3,185
)

$
929

$
0.05

Weighted average common shares outstanding

18,034

19,004

(1)

In the second quarter of fiscal 2024, UNIFI recorded a loss of $2,750 related to the dissolution of UNF.

(2)

In the second quarter of fiscal 2024, UNIFI incurred severance costs in connection with overall cost reduction efforts in the U.S.

(3)

In the second quarter of fiscal 2023, UNIFI recorded a recovery of income taxes in connection with filing amended tax returns in Brazil relating to certain income taxes paid in prior fiscal years.

Net Sales

Consolidated net sales for the current period ~~decreased~~increased by ~~$65,198,~~$705, or ~~32.4%~~0.5%, and consolidated sales volumes ~~decreased 35.6%~~increased 13.0%, compared to the prior period. The ~~decreases occurred~~increase was primarily due to ~~lower~~improvements in volumes in ~~the Americas and Asia Segments as a result of~~all segments, however sales levels remain below historical averages, primarily due to lower global demand in connection with the weakness in apparel sector and inventory ~~de-stocking~~destocking efforts of major brands and retailers, ~~in addition to pandemic-related lockdowns in~~especially those impacting the Americas and Asia ~~partially offset by higher selling prices in response to increasing raw material and input costs.~~Segments.

Consolidated weighted average sales prices ~~increased 3.2%~~decreased 13.5%, primarily attributable to ~~higher~~lower selling prices in response to ~~higher raw material costs.~~lower input costs, along with (a) competitive pricing pressures in Brazil and (b) a greater mix of Chip product sales in the Americas Segment.

REPREVE® Fiber products for the current period comprised ~~31%~~33%, or ~~$42,866,~~$45,725, of consolidated net sales, ~~down from 40%~~compared to 31%, or ~~$81,524,~~$42,866, for the prior period. ~~The lower volumes and net sales in the Asia Segment, which has the highest portion of REPREVE~~® ~~Fiber sales as a percentage of segment net sales, was the main driver for the lower REPREVE~~® ~~Fiber sales.~~

Gross Profit (Loss) ~~Profit~~

Gross profit for the current period ~~decreased~~improved by ~~$24,890,~~$9,636, or ~~147.4%~~120.5%, compared to the prior period. Gross profit ~~decreased~~improved as a result of ~~the decline in net~~(i) increased sales ~~combined with~~volumes, (ii) cost saving initiatives, and (iii) more stable raw material costs. However, gross profit continues to be negatively impacted by weak fixed cost absorption ~~for~~in the Americas Segment, where utilization and productivity ~~are materially impactful~~remain below historical averages due to gross profit. Although raw material costs for the Americas Segment have decreased meaningfully in fiscal 2023, the associated benefit was muted by low production levels, weak demand, and higher priced raw material inventory purchased in the fourth fiscal quarter of 2022.depressed demand.

•

For the Americas Segment, gross ~~profit decreased~~loss improved due to ~~weaker~~(i) higher sales volumes, (ii) variable cost management efforts, and (iii) a more stable raw material cost environment, but remains adversely impacted by overall weak global demand and weak fixed cost absorption in connection with ~~lower production, along with the impact of higher priced raw material inventory purchased in the fourth fiscal quarter of 2022.~~low production.

•

For the Brazil Segment, gross profit ~~decreased~~increased primarily due to ~~the combination of high priced raw material inventory purchased in the fourth fiscal quarter of 2022~~(i) improved underlying unit margins and ~~decreasing market prices in Brazil due to lower cost import competition.~~(ii) higher sales volumes.

•

For the Asia Segment, gross profit ~~decreased~~increased primarily due to ~~lower~~(i) improved underlying margins and sales mix and (ii) higher sales volumes ~~in connection with weaker~~compared to the prior period despite continued weak global ~~demand and pandemic-related lockdowns in Asia.~~demand.

SG&A

SG&A ~~was generally flat as~~for the current period increased compared to the prior period, ~~included a~~primarily due to (i) higher compensation expenses prior to the cost reduction actions executed in ~~incentive compensation expense while~~ the current ~~period included lower discretionary spending.~~period.

~~Benefit~~Provision (Benefit) for Bad Debts

The current ~~period~~period's provision reflects an increase for a specifically identified customer balance originating in the U.S. fiber market.

Restructuring Costs

Restructuring costs consisted of (i) a loss of $2,750 for the dissolution of UNF and ~~prior period bad debt changes reflect no material activity.~~(ii) severance charges of $2,351 in connection with overall cost reduction efforts in the U.S.

Other Operating Expense, Net

The current period and prior period include foreign currency transaction losses (gains) ~~losses~~ of ~~$(78)~~$464 and ~~$297,~~($78), respectively, ~~in addition to $298 of severance costs recorded in the prior period.~~with no other meaningful activity.

Interest Expense, Net

Interest expense, net increased in connection with higher debt principal ~~following continued capital investments~~ and higher interest rates. ~~Interest expense, net for the current period includes $273 of loss on debt extinguishment.~~

Equity in Earnings of Unconsolidated Affiliates

There was no material activity for the current period or the prior period.

Income Taxes

~~(Benefit) provision~~Provision (benefit) for income taxes and the effective tax rate were as follows:


	For the Three Months Ended
	December 31, 2023			January 1, 2023
Provision (benefit) for income taxes	$	380		$	(3,070	)
Effective tax rate		(2.0	)%		14.5	%

For the Three Months Ended

January 1, 2023

December 26, 2021

(Benefit) provision for income taxes

$
(3,070
)

$
3,185

Effective tax rate

14.5
%

77.4
%

The effective tax rate is subject to variation due to a number of factors, including: variability in pre-tax book 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 more pronounced when income (loss) before income taxes is lower.

The decrease in the effective tax rate from the prior period to the current period is primarily attributable to a discrete tax benefit related to the recovery of certain Brazilian income taxes ~~paid in prior years, partially offset by an increase~~ in the ~~valuation allowance for deferred tax assets in the current~~prior period.

Net ~~(Loss) Income~~Loss

The ~~decrease~~increase in net ~~(loss) income~~loss was primarily attributable to ~~the decrease in gross profit~~restructuring costs, higher bad debt expense, higher interest expense, net, and ~~the associated adverse impact of lower U.S. earnings on the effective~~higher income tax ~~rate.~~

~~Adjusted EBITDA (Non-GAAP Financial Measure)~~

~~Adjusted EBITDA decreased primarily in connection with lower~~expense, partially offset by improved gross profit.

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

Adjusted ~~Net (Loss) Income~~EBITDA and Adjusted EPS ~~decreased from the prior period~~increased primarily due to ~~the current period, commensurate with the decrease in net (loss) income.~~improved gross profit, partially offset by higher bad debt and SG&A expenses.

Segment Overview

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

Americas Segment

The components of Segment ~~(Loss) Profit,~~Loss, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Americas Segment, were as follows:


	For the Three Months Ended														For the Three Months Ended
	January 1, 2023						December 26, 2021								December 31, 2023						January 1, 2023
				% of Net Sales						% of Net Sales		% Change						% of Net Sales						% of Net Sales			% Change
Net sales	$	85,242			100.0		$	114,697			100.0		(25.7	)	$	80,549			100.0		$	85,242			100.0			(5.5	)
Cost of sales		98,326			115.3			113,844			99.3		(13.6	)		87,287			108.4			98,326			115.3			(11.2	)
Gross (loss) profit		(13,084	)		(15.3	)		853			0.7	nm
Gross loss																(6,738	)		(8.4	)		(13,084	)		(15.3	)		(48.5	)
Depreciation expense		5,542		6.5				5,145			4.5		7.7			5,508			6.9			5,542			6.5			(0.6	)
Segment (Loss) Profit	$	(7,542	)		(8.8	)	$	5,998			5.2	nm
Segment Loss															$	(1,230	)		(1.5	)	$	(7,542	)		(8.8	)		(83.7	)

Segment net sales as a percentage of consolidated amounts		62.6	%					56.9	%							58.8	%					62.6	%
Segment (Loss) Profit as a percentage of consolidated amounts	nm							26.9	%
Segment Loss as a percentage of consolidated amounts																(15.5	)%				nm

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


Net sales for the prior period	$	114,697		$	85,242
Decrease in sales volumes		(31,532	)
Net change in average selling price and sales mix		2,077			(12,152	)
Increase in sales volumes					7,459
Net sales for the current period	$	85,242		$	80,549

The change in net sales for the Americas Segment from the prior period to the current period was primarily attributable to (i) the net change in average selling price and sales mix that reflects both (a) lower input costs and (b) a larger proportion of lower-priced Chip sales in the current period and (ii) lower proportion of fiber sales volumes following ~~weaker~~continued weak global textile ~~demand, partially offset by higher average selling prices in response to higher input costs.~~demand.

The change in Segment ~~(Loss) Profit~~Loss for the Americas Segment was as follows:

Segment Profit for the prior period

$
5,998

Net decrease in underlying margins from excess capacity

(11,826
)
Decrease in sales volumes

(1,714
)
Segment Loss for the current period

$
(7,542
)


Segment Loss for the prior period	$	(7,542	)
Net increase in underlying margins		6,972
Change in sales volumes		(660	)
Segment Loss for the current period	$	(1,230	)

The ~~decrease~~improvement in Segment ~~(Loss) Profit~~Loss for the Americas Segment from the prior period to the current period was primarily attributable to variable cost management efforts and more stable raw material costs in the current period, along with volume improvements. Segment Loss for the Americas Segment continued to be negatively impacted by weak fixed cost absorption as fiber production remains below historical averages. As fiber products carry a higher selling price and allocation of production costs versus Flake and Chip, lower fiber production ~~volumes driving~~drives weaker fixed cost absorption ~~in connection with lower sales volumes.~~and adversely impacts gross profit and gross margin.

1917

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, were as follows:


	For the Three Months Ended													For the Three Months Ended
	January 1, 2023					December 26, 2021								December 31, 2023					January 1, 2023
				% of Net Sales					% of Net Sales		% Change						% of Net Sales					% of Net Sales		% Change
Net sales	$	25,687			100.0	$	27,601			100.0		(6.9	)	$	26,061			100.0	$	25,687			100.0		1.5
Cost of sales		24,357			94.8		20,075			72.7		21.3			22,922			87.9		24,357			94.8		(5.9	)
Gross profit		1,330			5.2		7,526			27.3		(82.3	)		3,139			12.1		1,330			5.2		136.0
Depreciation expense		391			1.5		277			1.0		41.2			766			2.9		391			1.5		95.9
Segment Profit	$	1,721			6.7	$	7,803			28.3		(77.9	)	$	3,905			15.0	$	1,721			6.7		126.9

Segment net sales as a percentage of consolidated amounts		18.9	%				13.7	%							19.0	%				18.9	%
Segment Profit as a percentage of consolidated amounts		-83.3	%				35.0	%							49.4	%				(83.3	)%

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

Net sales for the prior period

$
27,601

Decrease in average selling price

(5,802
)
Increase in sales volumes

2,240

Favorable foreign currency translation effects

1,648

Net sales for the current period

$
25,687


Net sales for the prior period	$	25,687
Increase in sales volumes		3,782
Favorable foreign currency translation effects		1,522
Decrease in average selling price		(4,930	)
Net sales for the current period	$	26,061

The ~~decrease~~increase in net sales for the Brazil Segment from the prior period to the current period was primarily attributable to ~~pricing pressure due to import competition,~~(i) higher sales volumes and (ii) favorable foreign currency translation effects, partially offset by ~~higher sales volumes.~~selling price pressures from low-priced imports.

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


Segment Profit for the prior period	$	7,803		$	1,721
Decrease in underlying unit margins		(7,165	)
Increase in underlying unit margins					1,848
Increase in sales volumes		632			251
Favorable foreign currency translation effects		451			85
Segment Profit for the current period	$	1,721		$	3,905

The ~~decrease~~increase in Segment Profit for the Brazil Segment from the prior period to the current period was primarily attributable to an overall ~~decrease~~increase in ~~gross margin mainly due to~~underlying unit margins and improved sales volumes, partially offset by pressure on selling prices from low-priced import ~~competition~~competition. We continue to prioritize innovation and ~~higher raw material costs.~~differentiation to improve our portfolio and competitive position in Brazil.

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, were as follows:


	For the Three Months Ended													For the Three Months Ended
	January 1, 2023					December 26, 2021								December 31, 2023					January 1, 2023
				% of Net Sales					% of Net Sales		% Change						% of Net Sales					% of Net Sales		% Change
Net sales	$	25,283			100.0	$	59,112			100.0		(57.2	)	$	30,307			100.0	$	25,283			100.0		19.9
Cost of sales		21,529			85.2		50,601			85.6		(57.5	)		25,072			82.7		21,529			85.2		16.5
Gross profit		3,754			14.8		8,511			14.4		(55.9	)		5,235			17.3		3,754			14.8		39.5
Depreciation expense		—			—		—			—		—			—			—		—			—		—
Segment Profit	$	3,754			14.8	$	8,511			14.4		(55.9	)	$	5,235			17.3	$	3,754			14.8		39.5

Segment net sales as a percentage of consolidated amounts		18.6	%				29.3	%							22.1	%				18.6	%
Segment Profit as a percentage of consolidated amounts		-181.6	%				38.1	%							66.2	%				(181.6	)%

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


Net sales for the prior period	$	59,112		$	25,283
Net decrease in sales volumes		(31,562	)
Net increase in sales volumes					4,811
Change in average selling price and sales mix					592
Unfavorable foreign currency translation effects		(5,370	)		(379	)
Change in average selling price and sales mix		3,103
Net sales for the current period	$	25,283		$	30,307

The ~~decrease~~increase in net sales for the Asia Segment from the prior period to the current period was primarily attributable to ~~weaker~~(i) increase in sales volume compared to the prior period despite continued weak global demand during the current period and ~~pandemic-related lockdowns driving lower~~(ii) improved sales ~~volumes,~~mix compared to the prior period, partially offset by ~~a strong sales mix.~~

unfavorable foreign currency translation effects due to the weakening of the RMB versus the USD.

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


Segment Profit for the prior period	$	8,511		$	3,754
Decrease in sales volumes		(4,524	)
Change in underlying margins and sales mix					836
Increase in sales volumes					712
Unfavorable foreign currency translation effects		(808	)		(67	)
Change in underlying margins and sales mix		575
Segment Profit for the current period	$	3,754		$	5,235

The ~~decrease~~increase in Segment Profit for the Asia Segment from the prior period to the current period ~~follows the decline in net sales and sales volumes discussed above, as the comparable~~is attributable to (i) an improved gross margin rate ~~for the Asia Segment improved~~associated with a strong sales ~~mix.~~

mix of REPREVE products and (ii) the increase in sales volumes discussed above.

Six Months Ended ~~January 1,~~December 31, 2023 Compared to Six Months Ended ~~December 26, 2021~~January 1, 2023

Consolidated Overview

The below tables provide:

•

the components of net ~~(loss) income~~loss and the percentage increase or decrease over the prior ~~six-month~~ period amounts,

•

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

•

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

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

Net ~~(loss) income~~loss

For the Six Months Ended

January 1, 2023

December 26, 2021

% of
Net Sales

% of
Net Sales

%
Change

Net sales

$
315,731

100.0

$
397,402

100.0

(20.6
)
Cost of sales

317,168

100.5

354,415

89.2

(10.5
)
Gross (loss) profit

(1,437
)

(0.5
)

42,987

10.8

(103.3
)
SG&A

23,521

7.4

24,636

6.2

(4.5
)
Provision (benefit) for bad debts

18

—

(320
)

(0.1
)

(105.6
)
Other operating (income) expense, net

(463
)

(0.1
)

829

0.2

(155.9
)
Operating (loss) income

(24,513
)

(7.8
)

17,842

4.5

nm

Interest expense, net

2,075

0.6

979

0.3

112.0

Equity in earnings of unconsolidated affiliates

(381
)

(0.1
)

(344
)

(0.1
)

10.8

(Loss) income before income taxes

(26,207
)

(8.3
)

17,207

4.3

nm

(Benefit) provision for income taxes

(336
)

(0.1
)

7,598

1.9

(104.4
)
Net (loss) income

$
(25,871
)

(8.2
)

$
9,609

2.4

nm


	For the Six Months Ended
	December 31, 2023						January 1, 2023
				% of Net Sales						% of Net Sales			% Change
Net sales	$	275,761			100.0		$	315,731			100.0			(12.7	)
Cost of sales		274,700			99.6			317,168			100.5			(13.4	)
Gross profit (loss)		1,061			0.4			(1,437	)		(0.5	)		(173.8	)
SG&A		24,017			8.7			23,521			7.4			2.1
Provision for bad debts		1,080			0.4			18			—		nm
Restructuring costs		5,101			1.8			—			—		nm
Other operating expense (income), net		535			0.2			(463	)		(0.1	)	nm
Operating loss		(29,672	)		(10.7	)		(24,513	)		(7.8	)		21.0
Interest expense, net		3,820			1.4			2,075			0.6			84.1
Equity in earnings of unconsolidated affiliates		(293	)		(0.1	)		(381	)		(0.1	)		(23.1	)
Loss before income taxes		(33,199	)		(12.0	)		(26,207	)		(8.3	)		26.7
Benefit for income taxes		(83	)		—			(336	)		(0.1	)		(75.3	)
Net loss	$	(33,116	)		(12.0	)	$	(25,871	)		(8.2	)		28.0

nm = not meaningful

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

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


	For the Six Months Ended					For the Six Months Ended
	January 1, 2023			December 26, 2021		December 31, 2023			January 1, 2023
Net (loss) income	$	(25,871	)	$	9,609
Net loss						$	(33,116	)	$	(25,871	)
Interest expense, net		2,075			979		3,820			2,075
(Benefit) provision for income taxes		(336	)		7,598
Benefit for income taxes							(83	)		(336	)
Depreciation and amortization expense (1)		13,390			12,574		13,910			13,390
EBITDA		(10,742	)		30,760		(15,469	)		(10,742	)

Other adjustments (2)		—			—
Loss on joint venture dissolution (2)							2,750			—
Severance (3)							2,351			—
Adjusted EBITDA	$	(10,742	)	$	30,760	$	(10,368	)	$	(10,742	)

(1)

(2)

In the second quarter of fiscal ~~2023, interest expense, net reflects $273~~2024, UNIFI recorded a loss of ~~loss on debt extinguishment.~~$2,750 related to the dissolution of UNF.

~~(2)~~(3)

2119

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

~~The tables below set forth reconciliations~~


	For the Six Months Ended December 31, 2023											For the Six Months Ended January 1, 2023
	Pre-tax Loss			Tax Impact		Net Loss			Diluted EPS			Pre-tax Loss			Tax Impact			Net Loss			Diluted EPS
GAAP results	$	(33,199	)	$	83	$	(33,116	)	$	(1.83	)	$	(26,207	)	$	336		$	(25,871	)	$	(1.44	)
Loss on joint venture dissolution (1)		2,750			—		2,750			0.15			—			—			—			—
Severance (2)		2,351			—		2,351			0.13			—			—			—			—
Recovery of income taxes (3)		—			—		—			—			—			(3,799	)		(3,799	)		(0.21	)
Adjusted results	$	(28,098	)	$	83	$	(28,015	)	$	(1.55	)	$	(26,207	)	$	(3,463	)	$	(29,670	)	$	(1.65	)

Weighted average common shares outstanding										18,097												18,017

(1)

In the second quarter of ~~(i) (Loss) income before income taxes (“Pre-tax (Loss) Income”), (Benefit) provision for income taxes (“Tax Impact”), and Net (Loss) Income~~fiscal 2024, UNIFI recorded a loss of $2,750 related to ~~Adjusted Net (Loss) Income and (ii) Diluted EPS to Adjusted EPS.~~

For the Six Months Ended January 1, 2023

For the Six Months Ended December 26, 2021

Pre-tax Loss

Tax Impact

Net Loss

Diluted EPS

Pre-tax Income

Tax Impact

Net Income

Diluted EPS

GAAP results

$
(26,207
)

$
336

$
(25,871
)

$
(1.44
)

$
17,207

$
(7,598
)

$
9,609

$
0.51

Recovery of income taxes (1)

—

(3,799
)

(3,799
)

(0.21
)

—

—

—

—

Adjusted results

$
(26,207
)

$
(3,463
)

$
(29,670
)

$
(1.65
)

$
17,207

$
(7,598
)

$
9,609

$
0.51

Weighted average common shares outstanding

18,017

18,999

the dissolution of UNF.

~~(1)~~(2)

In the second quarter of fiscal 2024, UNIFI incurred severance costs in connection with overall cost reduction efforts in the U.S.

(3)

In the second quarter of fiscal 2023, UNIFI recorded a recovery of income taxes in connection with filing amended tax returns in Brazil relating to certain income taxes paid in prior fiscal years.

Net Sales

Consolidated net sales for the current six-month period decreased by ~~$81,671,~~$39,970, or ~~20.6%~~12.7%, ~~and~~while consolidated sales volumes ~~decreased 28.6%~~increased 3.1%, compared to the prior six-month period. ~~The decreases occurred primarily due to lower~~Despite modest sales volume improvements in each of the reportable segments, volumes remain depressed, particularly in the Americas and Asia Segments as a result of ~~lower~~low global demand in connection with the inventory de-stocking efforts of major brands and retailers, in addition to pandemic-related lockdowns in Asia, partially offset by higher selling prices in response to increasing raw material and input costs.apparel market.

Consolidated weighted average sales prices ~~increased 8.0%,~~decreased 15.8% which drove the decrease in net sales. The decrease in sales price was primarily attributable to ~~higher~~lower selling prices in response to ~~higher raw material costs.~~lower input costs, along with (a) competitive pricing pressures in Brazil and (b) a greater mix of Chip and Flake product sales in the Americas Segment.

REPREVE® Fiber products for the current six-month period comprised ~~29%~~32%, or ~~$92,045,~~$88,186, of consolidated net sales, ~~down from 39%~~compared to 29%, or ~~$153,430,~~$92,045, for the prior six-month period. ~~The lower volumes and net sales in the Asia Segment, which has the highest portion of REPREVE~~® ~~Fiber sales as a percentage of segment net sales, was the main driver for the lower REPREVE~~® ~~Fiber sales.~~

Gross Profit (Loss) ~~Profit~~

Gross ~~(loss)~~ profit for the current six-month period ~~decreased~~improved by ~~$44,424,~~$2,498, or ~~103.3%~~173.8%, compared to the prior six-month period. Gross profit ~~decreased~~improved as a result of ~~the decline in net~~variable cost management efforts and more stable raw material costs, along with increased sales ~~combined with~~volume. Gross profit was negatively impacted by weak fixed cost absorption ~~for~~in the Americas Segment, where utilization and productivity are materially impactful to gross profit. Although raw material costs for the Americas Segment ~~decreased meaningfully~~were stable in ~~the current six-month period, the associated benefit was muted by~~fiscal 2024, low production levels and weak demand ~~and higher priced raw material inventory purchased in the fourth fiscal quarter of 2022.~~were significantly adverse.

•

For the Americas Segment, gross ~~profit decreased~~loss improved due to ~~weaker~~variable cost management efforts and more stable raw material costs in the current six-month period, partially offset by weak global demand and weak fixed cost absorption in connection with ~~lower production.~~low production levels.

•

For the Brazil Segment, gross profit decreased primarily due to ~~the combination of high priced raw material inventory purchased in the fourth fiscal quarter of 2022 and~~ decreasing market prices in Brazil due to ~~lower cost~~low-cost import competition.

•

For the Asia Segment, gross profit ~~decreased~~increased primarily due to ~~lower~~(i) a strong sales mix and (ii) higher sales volumes ~~in connection with weaker~~compared to the period six-month period despite weak global ~~demand and pandemic-related lockdowns in Asia.~~demand.

SG&A

SG&A ~~for the current six-month period decreased compared to~~did not change meaningfully from the prior six-month period ~~primarily due~~ to ~~(i) lower incentive compensation for~~ the current ~~six-month~~ period, ~~and (ii) lower discretionary expenses, including marketing and advertising.~~nor did the change include any significant offsetting impacts.

Provision ~~(Benefit)~~ for Bad Debts

The current six-month ~~period~~period's provision reflects an increase for a specifically identified customer balance originating in the U.S. fiber market.

Restructuring Costs

Restructuring costs consisted of (i) a loss of $2,750 when UNIFI dissolved its interest in UNF under an agreement with its former joint venture partner and ~~prior six-month period bad debt changes reflect no material activity.~~(ii) severance charges of $2,351 in connection with overall cost reduction efforts in the U.S.

Other Operating Expense (Income) ~~Expense,~~, Net

The current six-month period and prior six-month period include foreign currency transaction losses (gains) ~~losses~~ of ~~$(803)~~$430 and ~~$530,~~($803), respectively, ~~in addition to $314 of severance costs in the prior six-month period.~~with no other meaningful activity.

Interest Expense, Net

Interest expense, net increased in connection with higher debt principal ~~following continued capital investments~~ and higher interest rates. ~~Interest expense, net for the current six-month period includes $273 of loss on debt extinguishment.~~

Equity in Earnings of Unconsolidated Affiliates

There was no material activity for the current six-month period or the prior six-month period.

Income Taxes

~~(Benefit) provision~~Benefit for income taxes and the effective tax rate were as follows:


	For the Six Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021			December 31, 2023			January 1, 2023
(Benefit) provision for income taxes	$	(336	)	$	7,598
Benefit for income taxes							$	(83	)	$	(336	)
Effective tax rate		1.3	%		44.2	%		0.3	%		1.3	%

The effective tax rate is subject to variation due to a number of factors, ~~including:~~including variability in pre-tax book 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 more pronounced when income (loss) before income taxes is lower.

The decrease in the effective tax rate from the prior six-month period to the current six-month period is primarily attributable to a discrete tax benefit related to the recovery of certain Brazilian income taxes ~~paid in prior years, partially offset by an increase~~ in the ~~valuation allowance for deferred tax assets in the current~~prior six-month period.

Net ~~(Loss) Income~~Loss

The ~~decrease~~increase in net ~~(loss) income~~loss was primarily attributable to ~~the decrease in Americas~~restructuring costs, higher bad debt expense, and higher interest expense, net, partially offset by improved gross ~~profit and the associated adverse impact of lower U.S. earnings on the effective tax rate.~~profit.

Adjusted EBITDA ~~(Non-GAAP Financial Measure)~~

~~Adjusted EBITDA decreased primarily in connection with lower gross profit.~~

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

Adjusted ~~Net (Loss) Income~~EBITDA and Adjusted EPS ~~decreased from the prior six-month period~~increased primarily due to ~~the current period, commensurate with the decrease in net (loss) income.~~improved gross profit, partially offset by higher bad debt expense and other operating expenses.

Segment Overview

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

Americas Segment

The components of Segment ~~(Loss) Profit,~~Loss, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the Americas Segment, were as follows:


	For the Six Months Ended														For the Six Months Ended
	January 1, 2023						December 26, 2021								December 31, 2023						January 1, 2023
				% of Net Sales						% of Net Sales		% Change						% of Net Sales						% of Net Sales			% Change
Net sales	$	192,886			100.0		$	225,523			100.0		(14.5	)	$	162,122			100.0		$	192,886			100.0			(15.9	)
Cost of sales		210,839			109.3			215,484			95.5		(2.2	)		176,240			108.7			210,839			109.3			(16.4	)
Gross (loss) profit		(17,953	)		(9.3	)		10,039			4.5	nm
Gross loss																(14,118	)		(8.7	)		(17,953	)		(9.3	)		(21.4	)
Depreciation expense		11,022		5.7				10,220			4.5		7.8			11,005		6.8				11,022			5.7			(0.2	)
Segment (Loss) Profit	$	(6,931	)		(3.6	)	$	20,259			9.0		(134.2	)
Segment Loss															$	(3,113	)		(1.9	)	$	(6,931	)		(3.6	)		(55.1	)

Segment net sales as a percentage of consolidated amounts		61.1	%					56.7	%							58.8	%					61.1	%
Segment (Loss) Profit as a percentage of consolidated amounts		-66.4	%					37.6	%
Segment Loss as a percentage of consolidated amounts																(22.8	)%					(66.4	)%

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


Net sales for the prior six-month period	$	225,523		$	192,886
Decrease in sales volumes		(54,418	)
Net change in average selling price and sales mix		21,781			(35,980	)
Increase in sales volumes					5,216
Net sales for the current six-month period	$	192,886		$	162,122

The change in net sales for the Americas Segment from the prior six-month period to the current six-month period was primarily attributable to (i) the net change in average selling price and sales mix that reflects both (a) lower input costs and (b) a larger proportion of lower-priced Chip and Flake sales in the current six-month period and (ii) lower fiber sales volumes following weaker global textile ~~demand, partially offset by higher average selling prices in response to higher input costs.~~demand.

2321

The change in Segment ~~(Loss) Profit~~Loss for the Americas Segment was as follows:

Segment Profit for the prior six-month period

$
20,259

Change in underlying margins and sales mix from excess capacity

(22,196
)
Decrease in sales volumes

(4,994
)
Segment Loss for the current six-month period

$
(6,931
)


Segment Loss for the prior six-month period	$	(6,931	)
Change in underlying margins and sales mix		4,005
Change in sales volumes		(187	)
Segment Loss for the current six-month period	$	(3,113	)

The ~~decrease~~improvement in Segment ~~(Loss) Profit~~Loss for the Americas Segment from the prior six-month period to the current six-month period was primarily attributable to variable cost management efforts and more stable raw material costs in the current six-month period. Segment Loss for the Americas Segment continued to be negatively impacted by low fiber sales volumes. As fiber products carry a higher selling price and allocation of production costs versus Chip and Flake, lower fiber production ~~volumes driving~~drives weaker fixed cost absorption ~~along with lower sales volumes.~~and adversely impacts gross profit and gross 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 six-month period amounts for the Brazil Segment, were as follows:


	For the Six Months Ended													For the Six Months Ended
	January 1, 2023					December 26, 2021								December 31, 2023					January 1, 2023
				% of Net Sales					% of Net Sales		% Change						% of Net Sales					% of Net Sales		% Change
Net sales	$	64,566			100.0	$	61,339			100.0		5.3		$	55,970			100.0	$	64,566			100.0		(13.3	)
Cost of sales		56,449			87.4		43,873			71.5		28.7			50,664			90.5		56,449			87.4		(10.2	)
Gross profit		8,117			12.6		17,466			28.5		(53.5	)		5,306			9.5		8,117			12.6		(34.6	)
Depreciation expense		861			1.3		660			1.1		30.5			1,606			2.8		861			1.3		86.5
Segment Profit	$	8,978			13.9	$	18,126			29.6		(50.5	)	$	6,912			12.3	$	8,978			13.9		(23.0	)

Segment net sales as a percentage of consolidated amounts		20.4	%				15.4	%							20.3	%				20.4	%
Segment Profit as a percentage of consolidated amounts		85.9	%				33.6	%							50.6	%				85.9	%

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

Net sales for the prior six-month period

$
61,339

Increase in sales volumes

7,948

Favorable foreign currency translation effects

1,573

Decrease in average selling price and change in sales mix

(6,294
)
Net sales for the current six-month period

$
64,566


Net sales for the prior six-month period	$	64,566
Decrease in average selling price and change in sales mix		(15,632	)
Favorable foreign currency translation effects		4,409
Increase in sales volumes		2,627
Net sales for the current six-month period	$	55,970

The ~~increase~~decrease in net sales for the Brazil Segment from the prior six-month period to the current six-month period was primarily attributable to ~~higher~~selling price pressures from low-priced imports, partially offset by favorable foreign currency translation effects and an improvement in sales ~~volumes during strong market conditions in Brazil.~~volumes.

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


Segment Profit for the prior six-month period	$	18,126		$	8,978
Decrease in underlying margins		(11,929	)		(3,044	)
Favorable foreign currency translation effects					613
Increase in sales volumes		2,345			365
Favorable foreign currency translation effects		436
Segment Profit for the current six-month period	$	8,978		$	6,912

The decrease in Segment Profit for the Brazil Segment from the prior six-month period to the current six-month period was primarily attributable to an overall decrease in gross margin mainly due to pressure on selling prices from low-priced import ~~competition~~competition. We continue to prioritize innovation and ~~higher raw material costs.~~differentiation to improve our portfolio and competitive position in Brazil.

Asia Segment

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

For the Six Months Ended

January 1, 2023

December 26, 2021

% of
Net Sales

% of
Net Sales

%
Change

Net sales

$
58,279

100.0

$
110,540

100.0

(47.3
)
Cost of sales

49,880

85.6

95,058

86.0

(47.5
)
Gross profit

8,399

14.4

15,482

14.0

(45.7
)
Depreciation expense

—

—

—

—

—

Segment Profit

$
8,399

14.4

$
15,482

14.0

(45.7
)

Segment net sales as a percentage of
consolidated amounts

18.5
%

27.8
%

Segment Profit as a percentage of
consolidated amounts

80.4
%

28.7
%


	For the Six Months Ended
	December 31, 2023					January 1, 2023
				% of Net Sales					% of Net Sales		% Change
Net sales	$	57,669			100.0	$	58,279			100.0		(1.0	)
Cost of sales		47,796			82.9		49,880			85.6		(4.2	)
Gross profit		9,873			17.1		8,399			14.4		17.5
Depreciation expense		—			—		—			—		—
Segment Profit	$	9,873			17.1	$	8,399			14.4		17.5

Segment net sales as a percentage of consolidated amounts		20.9	%				18.5	%
Segment Profit as a percentage of consolidated amounts		72.2	%				80.4	%

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


Net sales for the prior six-month period	$	110,540		$	58,279
Net decrease in sales volumes		(52,068	)
Unfavorable foreign currency translation effects		(7,947	)		(2,040	)
Change in average selling price and sales mix		7,754			(277	)
Net increase in sales volumes					1,707
Net sales for the current six-month period	$	58,279		$	57,669

The ~~decrease~~nominal change in net sales for the Asia Segment from the prior six-month period to the current six-month period was primarily attributable to ~~weaker~~(i) unfavorable foreign currency translation effects due to the weakening of the RMB versus the USD, offset by an improvement in sales volume compared to the prior six-month period despite continued weak global demand and ~~pandemic-related lockdowns driving lower sales volumes, partially offset~~inventory destocking by ~~a strong sales mix.~~brands and retailers, particularly for apparel.

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


Segment Profit for the prior six-month period	$	15,482		$	8,399
Decrease in sales volumes		(7,260	)
Change in underlying margins and sales mix					1,550
Increase in sales volumes					245
Unfavorable foreign currency translation effects		(1,177	)		(321	)
Change in underlying margins and sales mix		1,354
Segment Profit for the current six-month period	$	8,399		$	9,873

The ~~decrease~~increase in Segment Profit for the Asia Segment from the prior six-month period to the current six-month period ~~follows~~is attributable to (i) an improved gross margin rate associated with a strong sales mix of REPREVE products and (ii) the ~~decline~~increase in ~~net sales and~~ sales volumes discussed above, ~~as the comparable gross margin rate for the Asia Segment improved with a stronger sales mix.~~offset by unfavorable foreign currency translation effects.

Liquidity and Capital Resources

Note 5, “Long-Term Debt” to the condensed consolidated financial statements includes the detail of UNIFI’s debt obligations and terms and conditions thereof. Further discussion and analysis of liquidity and capital resources follow.

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 of its credit facility.~~2022 Credit Agreement, and asset financing arrangements. For the current six-month period, cash provided by operations was ~~$7,272,~~$2,517, and, at ~~January 1,~~December 31, 2023, ~~excess~~ availability under the ABL Revolver was ~~$64,694.~~$43,082.

As of ~~January 1,~~December 31, 2023, all of UNIFI’s ~~$130,391~~$132,760 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while ~~approximately 99%~~nearly all 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 ~~January 1,~~December 31, 2023 for domestic operations compared to foreign operations:


	Domestic		Foreign		Total
Cash and cash equivalents	$	25	$	35,954	$	35,979
Borrowings available under financing arrangements		43,082		—		43,082
Liquidity	$	43,107	$	35,954	$	79,061

Working capital	$	73,768	$	113,710	$	187,478
Total debt obligations	$	132,760	$	—	$	132,760

Domestic

Foreign

Total

Cash and cash equivalents

$
19

$
50,762

$
50,781

Borrowings available under financing arrangements

64,694

—

64,694

Liquidity

$
64,713

$
50,762

$
115,475

Working capital

$
88,370

$
130,975

$
219,345

Total debt obligations

$
130,391

$
—

$
130,391

UNIFI’s primary cash requirements, in addition to normal course operating activities (e.g. working capital and payroll), primarily include (i) capital expenditures that generally have commitments of up to 12 months, (ii) contractual obligations that support normal course ongoing operations and production, (iii) operating leases and finance leases, (iv) debt service, and (v) share repurchases.

Liquidity Considerations

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, inflation and demand uncertainty in fiscal 2022 and during the current six-month period have introduced new pressures to liquidity.

Following the establishment of the 2022 Credit Agreement, UNIFI’s global cash and liquidity positions are sufficient to sustain its operations and meet its growth needs. Additionally, UNIFI considers opportunities to repatriate existing cash to reduce debt and preserve or enhance liquidity. However, further degradation in the macroeconomic environment could introduce additional liquidity risk and require UNIFI to limit cash outflows for ~~capital expenditures and~~ discretionary activities while further utilizing available and additional forms of credit. ~~Since the onset of the COVID-19 pandemic and the date of this report, we have not:~~

•

~~taken advantage of rent, lease or debt deferrals, forbearance periods, or other concessions or~~

•

~~relied on supply chain financing, structured trade payables, or vendor financing.~~

~~Although global demand for the remainder of calendar 2023 is uncertain, we~~We do not currently anticipate that any adverse events or circumstances will place critical pressure on our liquidity position or our ability to fund our operations ~~capital expenditures,~~ and expected business growth. Should global demand, economic activity, or input availability decline considerably for ~~a prolonged~~an even longer period of time, UNIFI maintains the ability to (i) seek additional credit or financing arrangements and/or (ii) re-implement cost reduction initiatives to preserve cash and secure the longevity of the business and operations. Management continues to (i) explore cost savings opportunities and (ii) prioritize repayment of debt in the current operating environment.

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. Management regularly evaluates such repatriations and maintains the ability to take additional, similar actions from time to time, as circumstances warrant.

~~For the remainder of fiscal 2023,~~When business levels increase, we expect ~~the majority~~to use cash in support 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~~ working capital needs associated with recovering demand and product 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.needs.

The following outlines the attributes relating to our credit facility as of ~~January 1,~~December 31, 2023:

•

UNIFI was in compliance with all applicable financial covenants in the 2022 Credit Agreement;

•

excess availability ~~under the ABL Revolver was $64,694;~~

•

before the Trigger Level (as defined in the 2022 Credit Agreement) under the ABL Revolver was ~~$23,000;~~$21,002;

•

the Trigger Level was $22,080; and

•

$0 of standby letters of credit were outstanding.

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

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 credit facility will enable UNIFI to 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, cash provided by operating activities, and available ~~foreign~~ financing arrangements will provide the needed liquidity to fund the associated operating activities and investing activities, such as future capital expenditures. UNIFI’s ~~foreign~~ operations in Asia and Brazil are in a position to obtain local country financing arrangements due to the operating results of each subsidiary.

Net Debt (Non-GAAP Financial Measure)

The reconciliations for Net Debt are as follows:


	January 1, 2023		July 3, 2022		December 31, 2023		July 2, 2023
Long-term debt	$	118,980	$	102,309	$	120,144	$	128,604
Current portion of long-term debt		11,092		11,726		12,357		12,006
Unamortized debt issuance costs		319		255		259		289
Debt principal		130,391		114,290		132,760		140,899
Less: cash and cash equivalents		50,781		53,290		35,979		46,960
Net Debt	$	79,610	$	61,000	$	96,781	$	93,939

~~There was no significant change~~The increase in Net Debt ~~in connection with~~primarily reflects capital expenditures during the ~~establishment~~fiscal year, partially offset by the generation of ~~the 2022 Credit Agreement in the second quarter of~~operating cash flows during fiscal ~~2023. Further, Net Debt remained relatively unchanged from October 2, 2022 to January 1, 2023.~~2024.

2624

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

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


	December 31, 2023			July 2, 2023
Cash and cash equivalents	$	35,979		$	46,960
Receivables, net		69,583			83,725
Inventories		135,676			150,810
Income taxes receivable		2,421			238
Other current assets		12,290			12,327
Accounts payable		(34,709	)		(44,455	)
Other current liabilities		(17,409	)		(12,932	)
Income taxes payable		(2,263	)		(789	)
Current operating lease liabilities		(1,733	)		(1,813	)
Current portion of long-term debt		(12,357	)		(12,006	)
Working capital	$	187,478		$	222,065

Less: Cash and cash equivalents		(35,979	)		(46,960	)
Less: Income taxes receivable		(2,421	)		(238	)
Less: Income taxes payable		2,263			789
Less: Current operating lease liabilities		1,733			1,813
Less: Current portion of long-term debt		12,357			12,006
Adjusted Working Capital	$	165,431		$	189,475

January 1, 2023

July 3, 2022

Cash and cash equivalents

$
50,781

$
53,290

Receivables, net

64,980

106,565

Inventories

147,253

173,295

Income taxes receivable

1,938

160

Other current assets

13,203

18,956

Accounts payable

(33,784
)

(73,544
)
Other current liabilities

(11,345
)

(19,806
)
Income taxes payable

(587
)

(1,526
)
Current operating lease liabilities

(2,002
)

(2,190
)
Current portion of long-term debt

(11,092
)

(11,726
)
Working capital

$
219,345

$
243,474

Less: Cash and cash equivalents

(50,781
)

(53,290
)
Less: Income taxes receivable

(1,938
)

(160
)
Less: Income taxes payable

587

1,526

Less: Current operating lease liabilities

2,002

2,190

Less: Current portion of long-term debt

11,092

11,726

Adjusted Working Capital

$
180,307

$
205,466

~~When comparing from July 3, 2022 to January 1, 2023, working capital and~~ Adjusted Working Capital ~~decreased.~~

decreased $24,044 from July 2, 2023 to December 31, 2023.

The decrease in receivables, net was primarily due to ~~(i)~~ a decrease in sales ~~following lower global demand~~ and ~~(ii) a decrease in banker’s acceptance notes held by our Asia Segment.~~the timing of cash receipts. The decrease in inventories was primarily attributable to ~~a decline in raw material purchases and~~lower weighted average costs in the current six-month ~~period. The decrease in other current assets was primarily due to utilization of the fiscal 2021 recovery of non-income taxes in Brazil~~period and lower ~~vendor deposits.~~units on hand. The decrease in accounts payable followed the decrease in inventories and production activity in the current six-month period. The ~~decrease~~increase in other current liabilities primarily reflects the ~~routine timing differences~~liabilities recorded in the current period for ~~payroll~~severance and ~~other operating expenses.~~the dissolution of UNF. The change in income taxes receivable reflects the foreign tax payments made in the current six-month period. The change in income taxes payable reflects the impact of the interim tax provision. The changes in other current assets, current operating lease liabilities, and current portion of long-term debt ~~income taxes receivable, and income taxes payable~~ were insignificant.

Operating Cash Flows

The significant components of net cash provided ~~(used)~~ by operating activities are summarized below.


	For the Six Months Ended						For the Six Months Ended
	January 1, 2023			December 26, 2021			December 31, 2023			January 1, 2023
Net (loss) income	$	(25,871	)	$	9,609
Net loss							$	(33,116	)	$	(25,871	)
Equity in earnings of unconsolidated affiliates		(381	)		(344	)		(293	)		(381	)
Depreciation and amortization expense		13,478			12,687			13,988			13,478
Recovery of income taxes		(3,799	)		—			—			(3,799	)
Non-cash compensation expense		1,976			2,261			1,387			1,976
Deferred income taxes		(304	)		(3,197	)		(1,714	)		(304	)
Subtotal		(14,901	)		21,016			(19,748	)		(14,901	)

Receivables, net		40,552			1,358			14,367			40,552
Inventories		25,422			(10,953	)		15,081			25,422
Accounts payable and other current liabilities		(47,599	)		(11,598	)		(4,763	)		(47,599	)
Other changes		3,798			(3,773	)		(2,420	)		3,798
Net cash provided (used) by operating activities	$	7,272		$	(3,950	)
Net cash provided by operating activities							$	2,517		$	7,272

The ~~increase~~decrease in operating cash flows was primarily due to ~~reducing working capital associated with a decline in overall business activity~~weaker earnings in the current six-month period ~~which was primarily offset by significantly weaker earnings.~~compared to the prior six-month period.

Investing Cash Flows

Investing activities primarily includes ~~$23,950~~$5,982 for capital expenditures.

During the current six-month period, UNIFI invested $23,950 in capital projects, primarily relating to (i) eAFK Evo texturing machinery, (ii) further improvements in production capabilities and technology enhancements in the Americas, 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.

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.

Financing Cash Flows

Financing activities primarily include ~~(i) scheduled payments against the ABL Term Loan and finance leases, (ii) proceeds and~~net payments on the ABL Revolver and ~~(iii) proceeds from construction financing during~~payments on the ~~current six-month period.~~ABL Term Loan.

Share Repurchase Program

As described in Note 7, “Shareholders’ Equity,” no share repurchases have been completed in fiscal ~~2023.~~2024.

Contractual Obligations

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

~~After considering the changes generated by the 2022 Credit Agreement, there~~There have been no ~~further~~ material changes in the scheduled maturities of UNIFI’s contractual obligations as disclosed under the heading “Contractual Obligations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the ~~2022~~2023 Form ~~10-K.~~10-K, except for the capital purchase obligations are approximately $6,000, $0 and $19,000 for fiscal years 2024, 2025 and 2026, respectively.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

UNIFI’s critical accounting policies are discussed in the ~~2022~~2023 Form 10-K. There have been no changes to UNIFI’s critical accounting policies in fiscal ~~2023.~~2024.

Item 3. 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 ~~January 1,~~December 31, 2023, UNIFI had borrowings under its ABL Facility that totaled ~~$118,400.~~$121,800. UNIFI’s sensitivity analysis indicates that a 50-basis point interest rate increase as of ~~January 1,~~December 31, 2023 would result in an increase in annual interest expense of approximately $600.

Foreign Currency Exchange Rate Risk

A complete discussion of foreign currency exchange rate risk is included in the ~~2022~~2023 Form 10-K and is supplemented by the following disclosures.

As of ~~January 1,~~December 31, 2023, UNIFI had no outstanding foreign currency forward contracts.

As of ~~January 1,~~December 31, 2023, foreign currency exchange rate risk ~~concepts~~positions included the following:

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

30.6
%

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

Denominated in USD

$
10,580

Denominated in RMB

27,648

Denominated in BRL

9,879

Denominated in other foreign currencies

469

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

$
48,576

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

95.7
%

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

$
2,186


	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		29.9	%

Cash and cash equivalents held outside the U.S.:
Denominated in USD	$	13,259
Denominated in RMB		6,707
Denominated in BRL		14,789
Denominated in other foreign currencies		256
Total cash and cash equivalents held outside the U.S.	$	35,011
Percentage of total cash and cash equivalents held outside the U.S.		97.3	%

Cash and cash equivalents held inside the U.S. in USD by foreign subsidiaries	$	943

Raw Material and Commodity Cost Risks

A complete discussion of raw material and commodity cost risks is included in the ~~2022~~2023 Form ~~10-K and is supplemented by the following disclosures.~~

As fiscal 2022 concluded, UNIFI experienced cost increases for raw materials related to inflationary pressures and competing alternatives to U.S. polyester production. Following the recent global demand deterioration, raw material costs have declined in fiscal 2023. We have been able to implement responsive selling price adjustments for the majority of our portfolio throughout fiscal 2022 and 2023. While our underlying gross margin is predominantly pressured by lower textile demand, we expect the impact of recent selling price adjustments to aid margin improvement throughout the remainder of fiscal 2023. Nonetheless, input costs remain subject to volatility, and, should inputs costs increase unexpectedly or should textile demand worsen, UNIFI’s results of operations and cash flows are likely to be adversely impacted.10-K.

Other Risks

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

Item 4. Controls and Procedures

As of ~~January 1,~~December 31, 2023, an evaluation of the effectiveness of UNIFI’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of UNIFI’s management, including the principal executive officer and principal financial officer. Based on that evaluation, UNIFI’s principal executive officer and principal financial officer concluded that UNIFI’s disclosure controls and procedures are effective to ensure that information required to be disclosed by UNIFI in its reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by UNIFI in the reports UNIFI files or submits under the Exchange Act is accumulated and communicated to UNIFI’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in UNIFI’s internal control over financial reporting during the three months ended ~~January 1,~~December 31, 2023 that have materially affected, or are reasonably likely to materially affect, UNIFI’s internal control over financial reporting.

2927

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 6. Exhibits


Exhibit No.		Description

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

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

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)).

10.1		Employment Agreement by and between Unifi, Inc. and Brian D. Moore, effective as of January 22, 2024.

10.2		Employment Agreement by and between Unifi, Inc. and Meredith S. Boyd, effective as of January 22, 2024.

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++		Certifications of Principal Executive Officer and 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.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~

~~101.CAL~~		~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~		~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~

~~101.LAB~~		~~Inline XBRL Taxonomy Extension Label Linkbase Document~~

~~101.PRE~~		~~Inline XBRL Taxonomy Extension Presentation Linkbase~~With Embedded Linkbases Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Filed herewith.

++ Furnished herewith.

3028

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	UNIFI, INC.
	(Registrant)

Date: February ~~8, 2023~~7, 2024	By:	/s/ ~~CRAIG A. CREATURO~~ANDREW J. EAKER
		~~Craig A. Creaturo~~Andrew J. Eaker
		Executive Vice President & Chief Financial Officer Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

3129


	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
Fiscal 2020		84	$	23.72	$	48,008
Fiscal 2021		—	$	—	$	48,008
Fiscal 2022		617	$	14.84	$	38,859
Fiscal 2023 (through January 1, 2023)		—	$	—	$	38,859
Total		701	$	15.90	$	38,859


	Foreign Currency Translation Adjustments			Accumulated Other Comprehensive Loss
Balance at July 3, 2022	$	(59,605	)	$	(59,605	)
Other comprehensive loss		(2,461	)		(2,461	)
Balance at January 1, 2023	$	(62,066	)	$	(62,066	)


Segment Profit for the prior period	$	5,998
Net decrease in underlying margins from excess capacity		(11,826	)
Decrease in sales volumes		(1,714	)
Segment Loss for the current period	$	(7,542	)


	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		30.6	%

Cash and cash equivalents held outside the U.S.:
Denominated in USD	$	10,580
Denominated in RMB		27,648
Denominated in BRL		9,879
Denominated in other foreign currencies		469
Total cash and cash equivalents held outside the U.S.	$	48,576
Percentage of total cash and cash equivalents held outside the U.S.		95.7	%

Cash and cash equivalents held inside the U.S. in USD by foreign subsidiaries	$	2,186