UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):
May 1, 2008

UNIFI, INC.

(Exact name of registrant as specified in its charter)

New York		1-10542		11-2165495
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7201 West Friendly Avenue
Greensboro, North Carolina 27410
(Address of principal executive offices, including zip code)

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

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On May 1, 2008, Unifi, Inc. (the “Registrant”) issued a press release announcing its operating results for its third fiscal quarter ended March 23, 2008, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7.01. REGULATION FD DISCLOSURE.

     On May 1, 2008, the Registrant will host a conference call to discuss financial results for its third fiscal quarter ended March 23, 2008. The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2. All of the information in the presentation is presented as of May 1, 2008, and the Registrant does not assume any obligation to update such information in the future.

     The information included in the preceding paragraph, as well as the exhibit referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 8.01. OTHER EVENTS.

     On May 1, 2008, the Registrant issued a press release announcing its operating results for its third fiscal quarter ended March 23, 2008, which press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
99.1		Press Release dated May 1, 2008 with respect to the Registrant’s financial results for its fiscal quarter ended March 23, 2008.
99.2		Slide Package prepared for use in connection with the Registrant’s conference call to be held on May 1, 2008.

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 hereunto duly authorized.

				UNIFI, INC.
		By:		/S/ CHARLES F. MCCOY
				Charles F. McCoy Vice President, Secretary and General Counsel
Dated: May 1, 2008

INDEX TO EXHIBITS

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
99.1		Press Release dated May 1, 2008 with respect to the Registrant’s financial results for its fiscal quarter ended March 23, 2008.
99.2		Slide Package prepared for use in connection with the Registrant’s conference call to be held on May 1, 2008.

Exhibit 99.1

For more information, contact:
Ronald L. Smith
Vice President
Chief Financial Officer
(336) 316-5545

Unifi Announces Third Quarter Results

     GREENSBORO, N.C. — May 1, 2008 — Unifi, Inc. (NYSE:UFI) today released operating results for its third quarter ended March 23, 2008.

     Net income for the current quarter, including discontinued operations, was $12 thousand compared to a net loss of $13.3 million or $0.22 per share for the prior March quarter. Net loss for the first nine months of the 2008 fiscal year was $16.9 million or $0.28 per share compared to a net loss of $41.6 million or $0.76 per share for the prior year period. Income from continuing operations, before taxes of $1.5 million for the current quarter was positively impacted by a $2.2 million recovery of previously accrued restructuring charges.

     Net sales for the current March quarter were $169.8 million compared to net sales of $178.2 million for the prior year March quarter. Net sales for the first nine months of the 2008 fiscal year were $523.7 million compared to net sales of $505.0 million for the prior year period.

     “The Company’s operating performance for the quarter was positive and on an improving trajectory despite a difficult operating environment in which overall U.S. polyester consumption contracted at twice the expected rate, due primarily to the economic slowdown in the automotive, furnishings, and apparel segments,” said Ron Smith, Chief Financial Officer for Unifi. “Although our domestic polyester business had to contend with weaker than expected demand and raw materials costs at five-year highs, we were positively impacted by the benefits of our focus on sourcing strategies, cost reduction efforts, and continued strength in our nylon and Brazilian businesses. We anticipate further increases in raw material prices throughout the fourth quarter based on oil prices, growing demand for PET bottles, and increased U.S. gasoline consumption in the summer, all of which put demand pressures on key chemical ingredients of

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Unifi Announces Third Quarter Results — page 2

domestic polyester raw materials. Accordingly, the Company will continue to focus on executing our profitability plan, while working with our customers and suppliers to optimize our sourcing mix and minimize the resulting impact on the supply chain.”

     Cash-on-hand at the end of the March quarter was $26.2 million, which is essentially unchanged from the $25.8 million cash-on-hand at the end of the December quarter. Total cash and cash equivalents at the end of March, including restricted cash, were $42.6 million compared to $44.1 million as of June 2007. Total long-term debt at the end of the March quarter was $218.4 million compared to $223.8 million as of December 2007 and $234.6 million as of June 2007.

     Bill Jasper, President and CEO of Unifi, said, “Our focus on the profitability of our core business has resulted in improving financial performance, which we expect to continue. In addition, the new leadership team has been working with our joint venture partner in China to develop appropriate strategies aimed at accelerating our path to profitability. We are exploring strategic options with our partner and will provide further guidance when more information becomes available. We remain committed to our original objective for China, which is to provide locally produced value-added products to our Asian customers.”

     Unifi, Inc. (NYSE: UFI) is a diversified producer and processor of multi-filament polyester and nylon textured yarns and related raw materials. The Company adds value to the supply chain and enhances consumer demand for its products through the development and introduction of branded yarns that provide unique performance, comfort and aesthetic advantages. Key Unifi brands include, but are not limited to: aio^® — all-in-one performance yarns, Sorbtek^®, A.M.Y.^®, Mynx^® UV, Repreve^®, Reflexx^®, MicroVista^® and Satura^®. Unifi’s yarns and brands are readily found in home furnishings, apparel, legwear, and sewing thread, as well as industrial, automotive, military, and medical applications. For more information about Unifi, visit http://www.unifi.com.

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Financial Statements to Follow

Unifi Announces Third Quarter Results — page 3

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Unifi Announces Third Quarter Results — page 4

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Unifi Announces Third Quarter Results — page 5

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Unifi Announces Third Quarter Results — page 6

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal security laws about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal. In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

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Exhibit 99.2

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Unifi, Inc.

Third Quarter Ended
March 23, 2008

Conference Call

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Cautionary Statement

Certain statements included herein contain forward-looking statements, within the meaning of federal security laws, about Unifi, Inc.’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, availability, sourcing and pricing of raw materials, pressures on sales prices and volumes due to competition and economic conditions, reliance on and financial viability of significant customers, operating performance of joint ventures, alliances and other equity investments, technological advancements, employee relations, changes in construction spending, capital expenditures and long-term investments (including those related to unforeseen acquisition opportunities), continued availability of financial resources through financing arrangements and operations, outcomes of pending or threatened legal proceedings, negotiation of new or modifications of existing contracts for asset management and for property and equipment construction and acquisition, regulations governing tax laws, other governmental and authoritative bodies’ policies and legislation, and proceeds received from the sale of assets held for disposal. In addition to these representative factors, forward-looking statements could be impacted by general domestic and international economic and industry conditions in the markets where the Company competes, such as changes in currency exchange rates, interest and inflation rates, recession and other economic and political factors over which the Company has no control. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Income Statement Highlights

(Amounts in thousands)

		For the Quarters Ended
		March 2008				March 2007
Total sales from continuing operations		$	169,836			$	178,202
Income (loss) from continuing operations before income taxes			1,461				(16,022	)
Income (loss) from continuing operations			67				(13,923	)
Selling, general and administrative expense			10,080				11,177
Interest expense			6,308				6,610
Depreciation and amortization expense			9,589				11,374
Net income (loss)			12				(13,257	)

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Volume and Pricing Highlights

(Amounts in thousands, except percentages)

		For the Quarter Ended								For the Quarter Ended
		March 2008 as Compared to								March 2008 as Compared to
		March 2007								December 2007
		Volume				Price				Volume				Price
Polyester			(18.1	)%			9.5	%			(9.0	)%			2.5	%
Nylon			12.3	%			(3.4	)%			(7.6	)%			(2.1	)%
Consolidated			(15.5	)%			10.8	%			(8.9	)%			1.5	%

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Income Statement Highlights

(Amounts in thousands)

		For the Nine-Months Ended
		March 2008				March 2007
Total sales from continuing operations		$	523,741			$	505,041
Loss from continuing operations before income taxes			(28,238	)			(46,301	)
Loss from continuing operations			(16,944	)			(42,063	)
Selling, general and administrative expense			36,542				32,854
Interest expense			19,598				18,786
Depreciation and amortization expense			30,182				32,823
Net loss			(16,922	)			(41,600	)

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Balance Sheet Highlights

(Amounts in thousands, except percentages and days in receivables/payables)

		March				December				September				June
		2008				2007				2007				2007
Cash		$	26,187			$	25,775			$	33,859			$	40,031
Restricted Cash			16,374				18,846				4,951				4,036
Short-Term Debt			9,382				10,247				10,548				9,345
Long-Term Debt			218,384				223,814				228,500				234,609
Total Debt			227,766				234,061				239,048				243,954
Equity			296,560				294,947				299,244				304,954
Net Working Capital (1)		$	183,906			$	174,585			$	180,516			$	166,008
Days in receivable			53.3				49.4				50.0				46.3
Days in payables			23.7				22.8				28.1				29.7

(1)  Includes only Accounts Receivable, Inventories and Accounts Payable; excludes discontinued operations

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Adjusted EBITDA Reconciliation
to Pre-Tax Income

(Amounts in thousands)

		Quarters Ended												Year-to-Date
		September 23, 2007				December 23, 2007				March 23, 2008				March 23, 2008
Pre-tax income (loss) from continuing operations		$	(16,087	)		$	(13,612	)		$	1,461			$	(28,238	)
Interest expense, net			5,886				5,824				5,657				17,367
Depreciation and amortization expense			10,470				10,123				9,589				30,182
Equity in (earnings) losses of unconsolidated equity affiliates			(178	)			21				(757	)			(914	)
Non-cash compensation, net of distributions			109				456				(257	)			308
(Gains) losses on sales of PP&E			(142	)			(1,271	)			(459	)			(1,872	)
Hedging (gains) losses			(115	)			(86	)			28				(173	)
Write down of long-lived assets & equity affiliate			5,038				2,247				—				7,285
Restructuring charges (recoveries)			2,632				4,205				(2,199	)			4,638
Non-recurring SG&A severance charges			2,368				1,696				258				4,322
Kinston shutdown expenses			822				2,498				302				3,622
Deposit write offs			1,248				—				—				1,248
Adjusted EBITDA			12,051				12,101				13,623				37,775
Dividends from unconsolidated equity affiliates			694				—				482				1,176
Adjusted EBITDA and dividends from unconsolidated equity affiliates		$	12,745			$	12,101			$	14,105			$	38,951

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Non-GAAP
Financial Measures

Non-GAAP Financial Measures

     Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors.

     Adjusted EBITDA

     Adjusted EBITDA represents pre-tax income before interest expense, depreciation and amortization expense and loss or income from discontinued operations, adjusted to exclude restructuring charges, equity in earnings and losses of unconsolidated affiliates, impairment write-downs, non-cash compensation expense, gains and losses on sales of property, plant and equipment, hedging gains and losses, deposit write offs and Kinston shutdown costs. We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt. We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry and in measuring the ability of “high-yield” issuers to meet debt service obligations.

     We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. Equity in earnings and losses of unconsolidated affiliates is excluded because such earnings or losses do not have an impact on our ability to service our debt. The other items excluded from Adjusted EBITDA are excluded in order to better reflect our continuing operations.

     In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

     Adjusted EBITDA and dividends from unconsolidated equity affiliates

     Adjusted EBITDA and dividends from unconsolidated equity affiliates represents the same calculation of Adjusted EBITDA included above along with cash distributions from equity affiliates. We include actual cash distributions from equity affiliates along with the Adjusted EBIDTA because such cash is available to service our debt, and provides investors and other interested parties a better measure of our performance and ability to service debt.

Unifi, Inc.
Third Qtr. Conf. Call
May 1, 2008

Non-GAAP
Financial Measures – Continued

Our Adjusted EBITDA measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

	•		it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
	•		it does not reflect changes in, or cash requirements for, our working capital needs;
	•		it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;
	•		although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;
	•		it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
	•		it does not reflect the impact of earnings or charges resulting from matters we consider not be indicative of our ongoing operations;
	•		it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and
	•		other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

     Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations, including those under the notes. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.