10-Q
0000100726falseQ2--07-030000100726us-gaap:AdditionalPaidInCapitalMember2021-09-272021-12-260000100726ufi:AsiaSegmentMember2022-10-032023-01-010000100726us-gaap:LandMember2023-01-010000100726ufi:AmericaSegmentMember2021-09-272021-12-260000100726ufi:ABLTermLoanMember2022-07-042023-01-010000100726ufi:SalemLeasingCorporationMember2022-07-042023-01-010000100726us-gaap:ServiceMember2021-06-282021-12-260000100726ufi:AmericaSegmentMember2021-06-282021-12-260000100726ufi:ABLFacilityMemberus-gaap:RevolvingCreditFacilityMemberufi:CreditAgreementMember2022-10-280000100726us-gaap:RetainedEarningsMember2021-09-260000100726us-gaap:AdditionalPaidInCapitalMember2022-07-030000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2021-06-282021-12-260000100726us-gaap:AdditionalPaidInCapitalMember2021-09-260000100726ufi:SalemLeasingCorporationMember2022-07-030000100726srt:MaximumMemberufi:ABLRevolverMemberus-gaap:BaseRateMember2022-10-282022-10-280000100726ufi:ThirdPartyManufacturerMember2022-10-032023-01-0100001007262022-07-030000100726ufi:BrazilSegmentMember2021-06-282021-12-260000100726us-gaap:ServiceMember2021-09-272021-12-260000100726ufi:AllOtherProductsAndServicesMember2022-07-042023-01-010000100726ufi:IncomeStatementInformationMember2022-07-042023-01-010000100726ufi:ABLFacilityMemberufi:CreditAgreementMember2022-10-270000100726ufi:ABLFacilityMemberufi:CreditAgreementMember2022-10-282022-10-280000100726ufi:UNFAndUNFAmericaMember2021-06-282021-12-260000100726ufi:AllOtherProductsAndServicesMember2022-10-032023-01-010000100726us-gaap:TransportationEquipmentMember2022-07-030000100726ufi:EmployeeStockPurchasePlanMember2021-10-272021-10-270000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-260000100726us-gaap:MachineryAndEquipmentMember2023-01-010000100726ufi:SalemLeasingCorporationMember2023-01-010000100726ufi:FiscalYearThousandAndNineteenMember2022-07-042023-01-010000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-020000100726us-gaap:CommonStockMember2022-10-020000100726ufi:ABLTermLoanMember2022-07-030000100726us-gaap:AssetUnderConstructionMember2023-01-010000100726ufi:UNFMember2021-09-272021-12-260000100726ufi:ComputersSoftwareAndOfficeEquipmentMember2023-01-010000100726ufi:UNFAndUNFAmericaMember2021-09-272021-12-260000100726us-gaap:RetainedEarningsMember2022-07-0300001007262023-01-010000100726ufi:REPREVEFiberMember2022-10-032023-01-010000100726ufi:AllOtherProductsAndServicesMember2021-09-272021-12-260000100726us-gaap:ServiceMember2022-07-042023-01-0100001007262004-09-292004-09-300000100726us-gaap:AccumulatedTranslationAdjustmentMember2023-01-010000100726us-gaap:MachineryAndEquipmentMember2022-07-030000100726us-gaap:RetainedEarningsMember2023-01-010000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-260000100726ufi:ABLTermLoanMember2023-01-010000100726ufi:FinanceLeaseObligationsMember2023-01-010000100726us-gaap:RevolvingCreditFacilityMemberufi:CreditAgreementMember2022-07-042023-01-010000100726ufi:ConstructionFinancingMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2021-05-012021-05-310000100726srt:MinimumMemberus-gaap:BaseRateMemberufi:ABLRevolverMember2022-07-042023-01-010000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-10-032023-01-010000100726ufi:ConstructionFinancingMember2021-05-310000100726us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MinimumMemberufi:ABLRevolverMember2022-07-042023-01-010000100726ufi:TwoThousandTwentyPlanMember2023-01-010000100726ufi:SalemLeasingCorporationMember2022-10-032023-01-010000100726ufi:UNFMember2021-06-282021-12-260000100726ufi:AmericaSegmentMember2022-10-032023-01-010000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-042023-01-010000100726ufi:FiscalYearTwoThousandAndTwentyOneMember2022-07-042023-01-010000100726us-gaap:RetainedEarningsMember2021-06-282021-12-260000100726ufi:SalemLeasingCorporationMember2021-09-272021-12-2600001007262022-10-020000100726ufi:UNFAndUNFAmericaMember2022-10-032023-01-010000100726us-gaap:CommonStockMember2022-10-032023-01-010000100726us-gaap:AdditionalPaidInCapitalMember2021-06-270000100726ufi:AssetsHeldUnderFinanceLeasesMember2022-07-030000100726ufi:UNFAmericaMember2022-10-032023-01-010000100726us-gaap:LandMember2022-07-030000100726ufi:FiscalYearTwoThousandAndTwentyTwoMember2022-07-042023-01-010000100726us-gaap:RetainedEarningsMember2021-06-270000100726us-gaap:RetainedEarningsMember2022-10-020000100726us-gaap:AssetUnderConstructionMember2022-07-030000100726us-gaap:AccumulatedTranslationAdjustmentMember2022-07-030000100726us-gaap:LandImprovementsMember2023-01-010000100726ufi:ThirdPartyManufacturerMember2021-09-272021-12-260000100726ufi:ABLRevolverMember2022-07-030000100726us-gaap:CommonStockMember2021-06-282021-12-2600001007262022-10-032023-01-010000100726ufi:TwoThousandEighteenShareRepurchaseProgramMember2018-10-310000100726us-gaap:BuildingAndBuildingImprovementsMember2023-01-010000100726ufi:ThirdPartyManufacturerMember2021-06-282021-12-260000100726ufi:ABLFacilityMemberufi:AmendedAndRestatedCreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2022-09-022022-09-020000100726ufi:ABLFacilityMemberufi:CreditAgreementMember2022-10-042023-01-030000100726ufi:AwardsGrantedToNonEmployeeDirectorsMemberufi:TwoThousandTwentyPlanMember2022-07-042023-01-010000100726us-gaap:BuildingAndBuildingImprovementsMember2022-07-030000100726us-gaap:CommonStockMember2022-07-042023-01-0100001007262021-09-272021-12-260000100726us-gaap:CommonStockMember2021-09-272021-12-260000100726ufi:REPREVEFiberMember2021-06-282021-12-260000100726us-gaap:CommonStockMember2021-09-260000100726us-gaap:AdditionalPaidInCapitalMember2021-06-282021-12-260000100726us-gaap:AdditionalPaidInCapitalMember2021-12-260000100726us-gaap:LondonInterbankOfferedRateLIBORMembersrt:MaximumMemberufi:ABLRevolverMember2022-07-042023-01-010000100726us-gaap:CommonStockMember2023-01-010000100726ufi:AssetsHeldUnderFinanceLeasesMember2023-01-010000100726ufi:UNFAmericaMember2022-07-042023-01-010000100726us-gaap:RetainedEarningsMember2022-07-042023-01-010000100726ufi:AsiaSegmentMember2021-06-282021-12-2600001007262022-07-042023-01-010000100726us-gaap:AdditionalPaidInCapitalMember2023-01-010000100726ufi:ComputersSoftwareAndOfficeEquipmentMember2022-07-030000100726ufi:AllOtherProductsAndServicesMember2021-06-282021-12-260000100726srt:MinimumMemberufi:ABLRevolverMemberus-gaap:BaseRateMember2022-10-282022-10-2800001007262023-02-060000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-030000100726ufi:ABLFacilityMemberufi:CreditAgreementMember2022-10-280000100726ufi:SecuredOvernightFinancingRateMembersrt:MinimumMemberufi:ABLRevolverMember2022-10-282022-10-280000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-272021-12-260000100726ufi:UNFAmericaMember2021-06-282021-12-260000100726us-gaap:LandImprovementsMember2022-07-0300001007262020-06-292021-06-270000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2021-09-272021-12-260000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-07-042023-01-010000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-01-010000100726us-gaap:CommonStockMember2022-07-030000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-270000100726ufi:REPREVEFiberMember2021-09-272021-12-260000100726ufi:ABLFacilityMemberus-gaap:RevolvingCreditFacilityMemberufi:CreditAgreementMember2022-10-2700001007262021-09-260000100726us-gaap:CommonStockMember2021-12-260000100726ufi:AmericaSegmentMember2022-07-042023-01-010000100726ufi:ThirdPartyManufacturerMember2022-07-042023-01-010000100726us-gaap:RetainedEarningsMember2021-12-260000100726srt:MaximumMemberus-gaap:BaseRateMemberufi:ABLRevolverMember2022-07-042023-01-010000100726ufi:TwoThousandTwentyPlanMemberufi:EmployeeStockOptionAndRestrictedStockUnitsIssuedToKeyEmployeesMember2022-07-042023-01-010000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-010000100726ufi:UNFAmericaMember2021-09-272021-12-260000100726ufi:TwoThousandTwentyPlanMemberufi:AwardsExpiredForfeitedOrOtherwiseTerminatedUnexercisedMember2022-07-042023-01-010000100726ufi:REPREVEFiberMember2022-07-042023-01-010000100726ufi:UNFAndUNFAmericaMember2022-07-030000100726ufi:UNFAndUNFAmericaMember2022-07-042023-01-010000100726us-gaap:ServiceMember2022-10-032023-01-010000100726ufi:FiscalYearTwoThousandAndTwentyThreeMember2022-07-042023-01-010000100726ufi:TwoThousandTwentyPlanMember2020-10-2900001007262021-07-042022-07-0300001007262021-06-270000100726ufi:ConstructionFinancingMember2023-01-010000100726ufi:TwoThousandTwentyPlanMember2022-07-042023-01-010000100726ufi:BrazilSegmentMember2022-10-032023-01-010000100726us-gaap:CommonStockMember2021-06-270000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-282021-12-260000100726ufi:AsiaSegmentMember2022-07-042023-01-010000100726ufi:BrazilSegmentMember2021-09-272021-12-260000100726ufi:AsiaSegmentMember2021-09-272021-12-260000100726ufi:TermLoanMember2022-07-042023-01-010000100726us-gaap:AdditionalPaidInCapitalMember2022-07-042023-01-010000100726ufi:ABLFacilityMemberufi:AmendedAndRestatedCreditAgreementMember2022-09-020000100726ufi:UNFAndUNFAmericaMember2023-01-010000100726us-gaap:AccumulatedTranslationAdjustmentMember2022-07-042023-01-010000100726us-gaap:TransportationEquipmentMember2023-01-010000100726ufi:ABLRevolverMember2023-01-010000100726ufi:BrazilSegmentMember2022-07-042023-01-010000100726ufi:SecuredOvernightFinancingRateMembersrt:MaximumMemberufi:ABLRevolverMember2022-10-282022-10-280000100726ufi:FiscalYearTwoThousandAndTwentyMember2022-07-042023-01-0100001007262021-06-282021-12-260000100726us-gaap:AdditionalPaidInCapitalMember2022-10-020000100726ufi:ABLRevolverMember2022-07-042023-01-010000100726ufi:ABLFacilityMemberufi:CreditAgreementMember2022-10-272022-10-2700001007262019-04-012019-04-1000001007262021-12-260000100726us-gaap:RetainedEarningsMember2022-10-032023-01-010000100726us-gaap:RetainedEarningsMember2021-09-272021-12-260000100726ufi:SalemLeasingCorporationMember2021-06-282021-12-260000100726ufi:UNFMember2022-07-042023-01-0100001007262022-07-042023-01-030000100726us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-032023-01-010000100726ufi:EmployeeStockPurchasePlanMember2021-10-270000100726ufi:ABLFacilityMemberufi:AmendedAndRestatedCreditAgreementMember2022-09-022022-09-020000100726us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-07-030000100726us-gaap:AdditionalPaidInCapitalMember2022-10-032023-01-010000100726ufi:CreditAgreementMember2022-07-042023-01-01ufi:Paymentufi:Segmentxbrli:purexbrli:sharesiso4217:USDxbrli:sharesiso4217:USDufi:Entity

 

 

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, 2023

OR

 

 

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

For the transition period from to

Commission File Number: 1-10542

 

UNIFI, INC.

(Exact name of registrant as specified in its charter)

 

 

New York

 

11-2165495

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

7201 West Friendly Avenue

 

 

Greensboro, North Carolina

 

27410

(Address of principal executive offices)

 

(Zip 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, there were 18,051,505 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 for the Company’s products;
the financial condition of the Company’s customers;
the loss of a significant customer or brand partner;
natural disasters, industrial accidents, power, or water shortages, extreme weather conditions and other disruptions at one of the Company’s facilities;
the disruption of operations, global demand, or financial performance as a result of catastrophic or extraordinary events, including epidemics or pandemics such as strains of coronavirus (“COVID-19”);
the success of the Company’s strategic business initiatives;
the volatility of financial and credit markets;
the ability to service indebtedness and fund capital expenditures and strategic business initiatives;
the availability of and access to credit on reasonable terms;
changes in foreign currency exchange, interest, and inflation rates;
fluctuations in production costs;
the ability to protect intellectual property;
the strength and reputation of the Company’s brands;
employee relations;
the ability to attract, retain, and motivate key employees;
the impact of climate change or environmental, health, and safety regulations;
the impact of tax laws, the judicial or administrative interpretations of tax laws, and/or changes in such laws or interpretations; and
other factors discussed in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 2022 or in the Company’s other periodic reports and information filed with the Securities and Exchange Commission (“SEC”).

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

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

 


UNIFI, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 1, 2023

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Page

 

 

 

 

 

Item 1.

 

Financial Statements

 

1

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of January 1, 2023 and July 3, 2022

 

1

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended 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 January 1, 2023 and December 26, 2021

 

4

 

 

 

 

 

 

 

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

 

5

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

6

 

 

 

 

 

Item 2.

 

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

 

15

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

28

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

29

 

PART II—OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

30

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

 

 

 

 

 

Item 6.

 

Exhibits

 

30

 

 

 

 

 

 

 

Signatures

 

31

 

 

 

 

 

 

 


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

 

ASSETS

 

 

 

 

 

 

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

 

Total current assets

 

 

278,155

 

 

 

352,266

 

Property, plant and equipment, net

 

 

226,279

 

 

 

216,338

 

Operating lease assets

 

 

7,736

 

 

 

8,829

 

Deferred income taxes

 

 

2,841

 

 

 

2,497

 

Other non-current assets

 

 

13,222

 

 

 

8,788

 

Total assets

 

$

528,233

 

 

$

588,718

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Accounts payable

 

$

33,784

 

 

$

73,544

 

Income taxes payable

 

 

587

 

 

 

1,526

 

Current operating lease liabilities

 

 

2,002

 

 

 

2,190

 

Current portion of long-term debt

 

 

11,092

 

 

 

11,726

 

Other current liabilities

 

 

11,345

 

 

 

19,806

 

Total current liabilities

 

 

58,810

 

 

 

108,792

 

Long-term debt

 

 

118,980

 

 

 

102,309

 

Non-current operating lease liabilities

 

 

5,818

 

 

 

6,736

 

Deferred income taxes

 

 

4,986

 

 

 

4,983

 

Other long-term liabilities

 

 

4,760

 

 

 

4,449

 

Total liabilities

 

 

193,354

 

 

 

227,269

 

 

 

 

 

 

 

 

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

 

Capital in excess of par value

 

 

67,875

 

 

 

66,120

 

Retained earnings

 

 

327,265

 

 

 

353,136

 

Accumulated other comprehensive loss

 

 

(62,066

)

 

 

(59,605

)

Total shareholders’ equity

 

 

334,879

 

 

 

361,449

 

Total liabilities and shareholders’ equity

 

$

528,233

 

 

$

588,718

 

 

See accompanying notes to condensed consolidated financial statements.

1


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(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

 

 

See accompanying notes to condensed consolidated financial statements.

2


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.

 

3


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 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.

4


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

Cash and cash equivalents at beginning of period

 

$

53,290

 

 

$

78,253

 

Operating activities:

 

 

 

 

 

 

Net (loss) income

 

 

(25,871

)

 

 

9,609

 

Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:

 

 

 

 

 

 

Equity in earnings of unconsolidated affiliates

 

 

(381

)

 

 

(344

)

Depreciation and amortization expense

 

 

13,478

 

 

 

12,687

 

Non-cash compensation expense

 

 

1,976

 

 

 

2,261

 

Recovery of income taxes

 

 

(3,799

)

 

 

 

Deferred income taxes

 

 

(304

)

 

 

(3,197

)

Other, net

 

 

289

 

 

 

(149

)

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables, net

 

 

40,552

 

 

 

1,358

 

Inventories

 

 

25,422

 

 

 

(10,953

)

Other current assets

 

 

5,525

 

 

 

(3,690

)

Income taxes

 

 

(2,655

)

 

 

614

 

Accounts payable and other current liabilities

 

 

(47,599

)

 

 

(11,598

)

Other, net

 

 

639

 

 

 

(548

)

Net cash provided (used) by operating activities

 

 

7,272

 

 

 

(3,950

)

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(23,950

)

 

 

(19,172

)

Other, net

 

 

(576

)

 

 

87

 

Net cash used by investing activities

 

 

(24,526

)

 

 

(19,085

)

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Proceeds from ABL Revolver

 

 

96,800

 

 

 

18,500

 

Payments on ABL Revolver

 

 

(82,200

)

 

 

(18,500

)

Payments on ABL Term Loan

 

 

(2,500

)

 

 

(5,000

)

Proceeds from construction financing

 

 

4,900

 

 

 

1,611

 

Payments on finance lease obligations

 

 

(899

)

 

 

(1,877

)

Common stock repurchased and retired under publicly announced program

 

 

 

 

 

(1,204

)

Payments of debt financing fees

 

 

(658

)

 

 

 

Other, net

 

 

(47

)

 

 

(324

)

Net cash provided (used) by financing activities

 

 

15,396

 

 

 

(6,794

)

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(651

)

 

 

(804

)

Net decrease in cash and cash equivalents

 

 

(2,509

)

 

 

(30,633

)

Cash and cash equivalents at end of period

 

$

50,781

 

 

$

47,620

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

 

Unifi, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

1. Background

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

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

 

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 (the “2022 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, 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. The three-month periods ended January 1, 2023 and December 26, 2021 both consisted of 13 weeks. The six-month periods ended January 1, 2023 and December 26, 2021 both consisted of 26 weeks.

 

3. Recent Accounting Pronouncements

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

 

6


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:

 

 

 

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

 

Third-Party Manufacturer

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

Service Revenue

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

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

 

 

 

 

 

Scheduled

 

Interest Rate as of

 

Principal Amounts as of

 

 

 

Maturity Date

 

January 1, 2023

 

January 1, 2023

 

 

July 3, 2022

 

ABL Revolver

 

October 2027

 

 

8.0

%

 

 

$

3,400

 

 

$

41,300

 

ABL Term Loan

 

October 2027

 

 

5.9

%

 

 

 

115,000

 

 

 

65,000

 

Finance lease obligations

 

(1)

 

 

3.6

%

 

 

 

7,091

 

 

 

7,261

 

Construction financing

 

(2)

 

 

5.0

%

 

 

 

4,900

 

 

 

729

 

Total debt

 

 

 

 

 

 

 

 

130,391

 

 

 

114,290

 

Current ABL Term Loan

 

 

 

 

 

 

 

 

(9,200

)

 

 

(10,000

)

Current portion of finance lease obligations

 

 

 

 

 

 

 

 

(1,892

)

 

 

(1,726

)

Unamortized debt issuance costs

 

 

 

 

 

 

 

 

(319

)

 

 

(255

)

Total long-term debt

 

 

 

 

 

 

 

$

118,980

 

 

$

102,309

 

 

(1)
Scheduled maturity dates for finance lease obligations range from March 2025 to November 2027.
(2)
Refer to the discussion below under the subheading “Construction Financing” for further information.

ABL Facility

Unifi, Inc. entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”) on September 2, 2022. The Sixth Amendment modified the Trigger Level 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.

7


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 the 2022 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 (benefit) provision for income taxes and effective tax rate were as follows:

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

(Benefit) provision for income taxes

 

$

(3,070

)

 

$

3,185

 

 

$

(336

)

 

$

7,598

 

Effective tax rate

 

 

14.5

%

 

 

77.4

%

 

 

1.3

%

 

 

44.2

%

Income Tax Expense

 

UNIFI’s (benefit) provision for income taxes for the six months ended 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 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 that remain open to examination have utilized carryforward tax attributes generated in prior tax years, including net operating losses, which could potentially be revised upon examination.

 

7. Shareholders’ Equity

On October 31, 2018, UNIFI announced that its 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 and borrowings under the ABL Revolver and are subject to applicable limitations and restrictions as set forth in the ABL Facility. UNIFI may discontinue repurchases at any time that management determines additional purchases are not beneficial or advisable.

 

8


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 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.

 

8. Stock-Based Compensation

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

The following table provides the number of awards remaining available for future issuance under the 2020 Plan as of January 1, 2023:

Authorized under the 2020 Plan

 

 

850

 

Plus: Awards expired, forfeited or otherwise terminated unexercised

 

 

4

 

Less: Awards granted to employees

 

 

(544

)

Less: Awards granted to non-employee directors

 

 

(114

)

Available for issuance under the 2020 Plan

 

 

196

 

 

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 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 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.

 

9


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

 

10. Accumulated Other Comprehensive Loss

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

 

 

Foreign
Currency
Translation
Adjustments

 

 

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

)

 

A summary of the after-tax effects of the components of other comprehensive loss, net for the three-month and six-month periods ended January 1, 2023 and December 26, 2021 is included in the accompanying condensed consolidated statements of comprehensive (loss) income.

 

11. 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

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

Net (loss) income

 

$

(18,037

)

 

$

929

 

 

$

(25,871

)

 

$

9,609

 

Basic weighted average shares

 

 

18,034

 

 

 

18,511

 

 

 

18,017

 

 

 

18,513

 

Net potential common share equivalents

 

 

 

 

 

493

 

 

 

 

 

 

486

 

Diluted weighted average shares

 

 

18,034

 

 

 

19,004

 

 

 

18,017

 

 

 

18,999

 

Excluded from the calculation of common share equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive common share equivalents

 

 

739

 

 

 

324

 

 

 

703

 

 

 

324

 

Excluded from the calculation of diluted shares:

 

 

 

 

 

 

 

 

 

 

 

 

Unvested stock options that vest upon achievement of certain market conditions

 

 

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. Commitments and Contingencies

Collective Bargaining Agreements

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

Environmental

On September 30, 2004, Unifi Kinston, LLC (“UK”), a subsidiary of Unifi, Inc., completed its acquisition of polyester filament manufacturing assets located in Kinston, North Carolina (“Kinston”) from Invista S.a.r.l. (“INVISTA”). The land for the Kinston site was leased pursuant to a 99-year ground lease (the “Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency and the North Carolina Department of Environmental Quality (“DEQ”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and remediate the AOCs to comply with applicable regulatory standards. Effective March 20, 2008, UK entered into a lease termination agreement associated with conveyance of certain assets at the Kinston site to DuPont. This agreement terminated the Ground Lease and relieved UK of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UK’s period of operation of the Kinston site, which was from 2004 to 2008. At this time, UNIFI has no basis to determine if or when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same. UK continues to own property (the “Kentec site”) acquired in the 2004 transaction with INVISTA that has contamination from DuPont’s prior operations and is monitored by DEQ. The Kentec site has been remediated by DuPont, and DuPont has received authority from DEQ to discontinue further remediation, other than natural attenuation. Prior to transfer of responsibility to UK, DuPont and UK had a duty to monitor and report the environmental status of the Kentec site to DEQ. Effective April 10, 2019, UK assumed sole remediator responsibility of the Kentec site pursuant to its contractual obligations with INVISTA and received $180 of net monitoring and reporting costs due from DuPont. In connection with monitoring, UK expects to sample and report to DEQ annually. At this time, UNIFI does not expect any active site remediation will be required but expects that any costs associated with active site remediation, if ever required, would likely be immaterial.

10


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 three reportable segments.

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 (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.

11


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 (loss) profit to consolidated (loss) income before income taxes are as follows:

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

Americas

 

$

(13,084

)

 

$

853

 

 

$

(17,953

)

 

$

10,039

 

Brazil

 

 

1,330

 

 

 

7,526

 

 

 

8,117

 

 

 

17,466

 

Asia

 

 

3,754

 

 

 

8,511

 

 

 

8,399

 

 

 

15,482

 

Segment 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

 

 

 

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

 

15. 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 and production services for UNF are provided by Nilit Ltd. under separate supply and services agreements. UNF’s fiscal year end is December 31, and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.

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.

12


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, 2023, UNIFI’s open purchase orders related to this supply agreement were $1,722.

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

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

UNFA

 

$

5,390

 

 

$

6,752

 

 

$

12,791

 

 

$

12,582

 

UNF

 

 

 

 

 

75

 

 

 

37

 

 

 

146

 

Total

 

$

5,390

 

 

$

6,827

 

 

$

12,828

 

 

$

12,728

 

 

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

UNIFI has determined that UNF and UNFA are variable interest entities and that UNIFI is the primary beneficiary of these entities, based on the terms of the supply agreement discussed above. As a result, these entities should be consolidated with UNIFI’s financial results. As (i) UNIFI purchases substantially all of the output from the two entities, (ii) the two entities’ balance sheets constitute 3% 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.

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

 

Current assets

 

$

9,378

 

 

$

10,705

 

Non-current assets

 

 

549

 

 

 

605

 

Current liabilities

 

 

6,644

 

 

 

8,056

 

Non-current liabilities

 

 

 

 

 

 

Shareholders’ equity and capital accounts

 

 

3,283

 

 

 

3,254

 

 

 

 

 

 

 

 

UNIFI’s portion of undistributed earnings

 

 

2,370

 

 

 

2,013

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

Net sales

$

7,224

 

 

$

7,336

 

 

$

16,035

 

 

$

13,486

 

Gross profit

 

444

 

 

 

28

 

 

 

933

 

 

 

572

 

Income (loss) from operations

 

26

 

 

 

(381

)

 

 

51

 

 

 

(254

)

Net income (loss)

 

14

 

 

 

(380

)

 

 

29

 

 

 

(253

)

Depreciation and amortization

 

28

 

 

 

31

 

 

 

56

 

 

 

64

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions received

 

 

 

 

 

 

 

 

 

 

 

 

16. Supplemental Cash Flow Information

Cash payments for interest and taxes consist of the following:

 

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

Interest, net of capitalized interest of $239 and $221, respectively

 

$

2,739

 

 

$

1,280

 

Income tax payments, net

 

 

4,064

 

 

 

9,520

 

 

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 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 January 1, 2023 and December 26, 2021, UNIFI recorded non-cash activity relating to finance leases of $729 and $882, 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.

13


Unifi, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

 

17. 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

 

 

 

14


 

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, 2023, while a reference to the “prior period” refers to the three-month period ended December 26, 2021. A reference to the “current six-month period” refers to the six-month period ended January 1, 2023, while a reference to the “prior six-month period” refers to the six-month period ended December 26, 2021. 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 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 Form 10-K or other important intervening developments or information. These discussions should be read in conjunction with the 2022 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

 

 

January 1, 2023

 

 

December 26, 2021

 

 

January 1, 2023

 

 

December 26, 2021

 

BRL to USD

 

5.26

 

 

 

5.57

 

 

 

5.25

 

 

 

5.39

 

RMB to USD

 

7.09

 

 

 

6.39

 

 

 

6.95

 

 

 

6.43

 

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 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. 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: (i) the impact of inflation on consumer spending, (ii) rising interest rates, (iii) the Russia-Ukraine conflict, (iv) global input cost volatility, and (v) supply chain disruption. 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.

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 input and freight costs and a more stable labor pool during the current period, the global demand volatility and uncertainty that began in late fiscal 2022 has continued through the second quarter of fiscal 2023, as the threat of recession continues to create uncertainty for calendar 2023. The existing challenges and future uncertainty, particularly for rising input costs, labor productivity, and global demand, could worsen and/or continue for prolonged periods, materially impacting our 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.

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 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 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

15


 

compare the underlying results of UNIFI;
Adjusted Net (Loss) Income, which represents net (loss) income 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 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, 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 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.

 

16


 

Review of Results of Operations

 

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

Consolidated Overview

The below tables provide:

the components of net (loss) income and the percentage increase or decrease over the prior period amounts,
a reconciliation from net (loss) income to EBITDA and Adjusted EBITDA, and
a reconciliation from net (loss) income to Adjusted Net (Loss) Income and Adjusted EPS.

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

 

Net (loss) income

 

 

For the Three Months Ended

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

136,212

 

 

 

100.0

 

 

$

201,410

 

 

 

100.0

 

 

 

(32.4

)

Cost of sales

 

 

144,212

 

 

 

105.9

 

 

 

184,520

 

 

 

91.6

 

 

 

(21.8

)

Gross (loss) profit

 

 

(8,000

)

 

 

(5.9

)

 

 

16,890

 

 

 

8.4

 

 

 

(147.4

)

SG&A

 

 

11,748

 

 

 

8.6

 

 

 

11,966

 

 

 

5.9

 

 

 

(1.8

)

Benefit for bad debts

 

 

(156

)

 

 

(0.1

)

 

 

(240

)

 

 

(0.1

)

 

 

(35.0

)

Other operating expense, net

 

 

226

 

 

 

0.2

 

 

 

573

 

 

 

0.3

 

 

 

(60.6

)

Operating (loss) income

 

 

(19,818

)

 

 

(14.6

)

 

 

4,591

 

 

 

2.3

 

 

nm

 

Interest expense, net

 

 

1,375

 

 

 

1.0

 

 

 

541

 

 

 

0.3

 

 

 

154.2

 

Equity in earnings of unconsolidated affiliates

 

 

(86

)

 

 

(0.1

)

 

 

(64

)

 

 

 

 

 

34.4

 

(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

 

 

nm = not meaningful

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

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

 

 

 

 

For the Three Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

Net (loss) income

 

$

(18,037

)

 

$

929

 

Interest expense, net

 

 

1,375

 

 

 

541

 

(Benefit) provision for income taxes

 

 

(3,070

)

 

 

3,185

 

Depreciation and amortization expense (1)

 

 

6,693

 

 

 

6,266

 

EBITDA

 

 

(13,039

)

 

 

10,921

 

 

 

 

 

 

 

 

Other adjustments (2)

 

 

 

 

 

 

Adjusted EBITDA

 

$

(13,039

)

 

$

10,921

 

 

(1)
Within this reconciliation, depreciation and amortization expense excludes the amortization of debt issuance costs, which are reflected in interest expense, net. Within the accompanying condensed consolidated statements of cash flows, amortization of debt issuance costs is reflected in depreciation and amortization expense. In the second quarter of fiscal 2023, interest expense, net reflects $273 of loss on debt extinguishment.
(2)
For the periods presented, there were no other adjustments necessary to reconcile Net (loss) income to Adjusted EBITDA.

Adjusted Net (Loss) Income 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 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 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.

 

17


 

Net Sales

Consolidated net sales for the current period decreased by $65,198, or 32.4%, and consolidated sales volumes decreased 35.6%, compared to the prior period. The decreases occurred primarily due to lower volumes in the Americas and Asia Segments as a result of lower 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.

Consolidated weighted average sales prices increased 3.2%, primarily attributable to higher selling prices in response to higher raw material costs.

REPREVE® Fiber products for the current period comprised 31%, or $42,866, of consolidated net sales, down from 40%, or $81,524, 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 (Loss) Profit

Gross profit for the current period decreased by $24,890, or 147.4%, compared to the prior period. Gross profit decreased as a result of the decline in net sales, combined with weak fixed cost absorption for the Americas Segment, where utilization and productivity are materially impactful 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.

For the Americas Segment, gross profit decreased due to weaker 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.
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 import competition.
For the Asia Segment, gross profit decreased primarily due to lower sales volumes in connection with weaker global demand and pandemic-related lockdowns in Asia.

SG&A

SG&A was generally flat as the prior period included a reduction in incentive compensation expense while the current period included lower discretionary spending.

Benefit for Bad Debts

The current period and prior period bad debt changes reflect no material activity.

Other Operating Expense, Net

The current period and prior period include foreign currency transaction (gains) losses of $(78) and $297, respectively in addition to $298 of severance costs recorded in the prior period.

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

 

 

 

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 period.

18


 

Net (Loss) Income

The decrease in net (loss) income was primarily attributable to the decrease in gross profit and the associated adverse impact of lower U.S. earnings on the effective tax rate.

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 and Adjusted EPS decreased from the prior period to the current period, commensurate with the decrease in net (loss) income.

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, 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

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

85,242

 

 

 

100.0

 

 

$

114,697

 

 

 

100.0

 

 

 

(25.7

)

Cost of sales

 

 

98,326

 

 

 

115.3

 

 

 

113,844

 

 

 

99.3

 

 

 

(13.6

)

Gross (loss) profit

 

 

(13,084

)

 

 

(15.3

)

 

 

853

 

 

 

0.7

 

 

nm

 

Depreciation expense

 

 

5,542

 

 

6.5

 

 

 

5,145

 

 

 

4.5

 

 

 

7.7

 

Segment (Loss) Profit

 

$

(7,542

)

 

 

(8.8

)

 

$

5,998

 

 

 

5.2

 

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of
   consolidated amounts

 

 

62.6

%

 

 

 

 

 

56.9

%

 

 

 

 

 

 

Segment (Loss) Profit as a percentage of
   consolidated amounts

 

nm

 

 

 

 

 

 

26.9

%

 

 

 

 

 

 

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

Net sales for the prior period

 

$

114,697

 

Decrease in sales volumes

 

 

(31,532

)

Net change in average selling price and sales mix

 

 

2,077

 

Net sales for the current period

 

$

85,242

 

The change in net sales for the Americas Segment from the prior period to the current period was primarily attributable to lower sales volumes following weaker global textile demand, partially offset by higher average selling prices in response to higher input costs.

The change in Segment (Loss) Profit 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

)

The decrease in Segment (Loss) Profit for the Americas Segment from the prior period to the current period was primarily attributable to lower production volumes driving weaker fixed cost absorption in connection with lower sales volumes.

19


 

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

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

25,687

 

 

 

100.0

 

 

$

27,601

 

 

 

100.0

 

 

 

(6.9

)

Cost of sales

 

 

24,357

 

 

 

94.8

 

 

 

20,075

 

 

 

72.7

 

 

 

21.3

 

Gross profit

 

 

1,330

 

 

 

5.2

 

 

 

7,526

 

 

 

27.3

 

 

 

(82.3

)

Depreciation expense

 

 

391

 

 

 

1.5

 

 

 

277

 

 

 

1.0

 

 

 

41.2

 

Segment Profit

 

$

1,721

 

 

 

6.7

 

 

$

7,803

 

 

 

28.3

 

 

 

(77.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of
   consolidated amounts

 

 

18.9

%

 

 

 

 

 

13.7

%

 

 

 

 

 

 

Segment Profit as a percentage of
   consolidated amounts

 

 

-83.3

%

 

 

 

 

 

35.0

%

 

 

 

 

 

 

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

 

 

The decrease 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, partially offset by higher sales volumes.

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

Segment Profit for the prior period

 

$

7,803

 

Decrease in underlying unit margins

 

 

(7,165

)

Increase in sales volumes

 

 

632

 

Favorable foreign currency translation effects

 

 

451

 

Segment Profit for the current period

 

$

1,721

 

The decrease in Segment Profit for the Brazil Segment from the prior period to the current period was primarily attributable to an overall decrease in gross margin mainly due to pressure on selling prices from low-priced import competition and higher raw material costs.

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

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

25,283

 

 

 

100.0

 

 

$

59,112

 

 

 

100.0

 

 

 

(57.2

)

Cost of sales

 

 

21,529

 

 

 

85.2

 

 

 

50,601

 

 

 

85.6

 

 

 

(57.5

)

Gross profit

 

 

3,754

 

 

 

14.8

 

 

 

8,511

 

 

 

14.4

 

 

 

(55.9

)

Depreciation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit

 

$

3,754

 

 

 

14.8

 

 

$

8,511

 

 

 

14.4

 

 

 

(55.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of
   consolidated amounts

 

 

18.6

%

 

 

 

 

 

29.3

%

 

 

 

 

 

 

Segment Profit as a percentage of
   consolidated amounts

 

 

-181.6

%

 

 

 

 

 

38.1

%

 

 

 

 

 

 

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

Net sales for the prior period

 

$

59,112

 

Net decrease in sales volumes

 

 

(31,562

)

Unfavorable foreign currency translation effects

 

 

(5,370

)

Change in average selling price and sales mix

 

 

3,103

 

Net sales for the current period

 

$

25,283

 

The decrease in net sales for the Asia Segment from the prior period to the current period was primarily attributable to weaker global demand and pandemic-related lockdowns driving lower sales volumes, partially offset by a strong sales mix.

20


 

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

Segment Profit for the prior period

 

$

8,511

 

Decrease in sales volumes

 

 

(4,524

)

Unfavorable foreign currency translation effects

 

 

(808

)

Change in underlying margins and sales mix

 

 

575

 

Segment Profit for the current period

 

$

3,754

 

The decrease 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 gross margin rate for the Asia Segment improved with a strong sales mix.

 

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

Consolidated Overview

The below tables provide:

the components of net (loss) income and the percentage increase or decrease over the prior six-month period amounts,
a reconciliation from net (loss) income to EBITDA and Adjusted EBITDA, and
a reconciliation from net (loss) income to Adjusted Net (Loss) Income and Adjusted EPS.

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

Net (loss) income

 

 

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

 

nm = not meaningful

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

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

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

Net (loss) income

 

$

(25,871

)

 

$

9,609

 

Interest expense, net

 

 

2,075

 

 

 

979

 

(Benefit) provision for income taxes

 

 

(336

)

 

 

7,598

 

Depreciation and amortization expense (1)

 

 

13,390

 

 

 

12,574

 

EBITDA

 

 

(10,742

)

 

 

30,760

 

 

 

 

 

 

 

 

Other adjustments (2)

 

 

 

 

 

 

Adjusted EBITDA

 

$

(10,742

)

 

$

30,760

 

 

(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. In the second quarter of fiscal 2023, interest expense, net reflects $273 of loss on debt extinguishment.
(2)
For the periods presented, there were no other adjustments necessary to reconcile Net (loss) income to Adjusted EBITDA.

21


 

Adjusted Net (Loss) Income 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 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

 

 

(1)
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, or 20.6%, and consolidated sales volumes decreased 28.6%, compared to the prior six-month period. The decreases occurred primarily due to lower volumes in the Americas and Asia Segments as a result of lower 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.

Consolidated weighted average sales prices increased 8.0%, primarily attributable to higher selling prices in response to higher raw material costs.

REPREVE® Fiber products for the current six-month period comprised 29%, or $92,045, of consolidated net sales, down from 39%, or $153,430, 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 (Loss) Profit

Gross (loss) profit for the current six-month period decreased by $44,424, or 103.3%, compared to the prior six-month period. Gross profit decreased as a result of the decline in net sales, combined with weak fixed cost absorption for the Americas Segment, where utilization and productivity are materially impactful to gross profit. Although raw material costs for the Americas Segment decreased meaningfully in the current six-month period, 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.

For the Americas Segment, gross profit decreased due to weaker global demand and weak fixed cost absorption in connection with lower production.
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 import competition.
For the Asia Segment, gross profit decreased primarily due to lower sales volumes in connection with weaker global demand and pandemic-related lockdowns in Asia.

SG&A

SG&A for the current six-month period decreased compared to 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.

Provision (Benefit) for Bad Debts

The current six-month period and prior six-month period bad debt changes reflect no material activity.

Other Operating (Income) Expense, Net

The current six-month period and prior six-month period include foreign currency transaction (gains) losses of $(803) and $530, respectively, in addition to $314 of severance costs in the prior six-month period.

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.

22


 

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

 

 

 

For the Six Months Ended

 

 

 

January 1, 2023

 

 

December 26, 2021

 

(Benefit) provision for income taxes

 

$

(336

)

 

$

7,598

 

Effective tax rate

 

 

1.3

%

 

 

44.2

%

 

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 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 six-month period.

Net (Loss) Income

The decrease in net (loss) income was primarily attributable to the decrease in Americas gross profit and the associated adverse impact of lower U.S. earnings on the effective tax rate.

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 and Adjusted EPS decreased from the prior six-month period to the current period, commensurate with the decrease in net (loss) income.

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, 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

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

192,886

 

 

 

100.0

 

 

$

225,523

 

 

 

100.0

 

 

 

(14.5

)

Cost of sales

 

 

210,839

 

 

 

109.3

 

 

 

215,484

 

 

 

95.5

 

 

 

(2.2

)

Gross (loss) profit

 

 

(17,953

)

 

 

(9.3

)

 

 

10,039

 

 

 

4.5

 

 

nm

 

Depreciation expense

 

 

11,022

 

 

5.7

 

 

 

10,220

 

 

 

4.5

 

 

 

7.8

 

Segment (Loss) Profit

 

$

(6,931

)

 

 

(3.6

)

 

$

20,259

 

 

 

9.0

 

 

 

(134.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of
  consolidated amounts

 

 

61.1

%

 

 

 

 

 

56.7

%

 

 

 

 

 

 

Segment (Loss) Profit as a percentage of
  consolidated amounts

 

 

-66.4

%

 

 

 

 

 

37.6

%

 

 

 

 

 

 

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

 

Net sales for the prior six-month period

 

$

225,523

 

Decrease in sales volumes

 

 

(54,418

)

Net change in average selling price and sales mix

 

 

21,781

 

Net sales for the current six-month period

 

$

192,886

 

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 lower sales volumes following weaker global textile demand, partially offset by higher average selling prices in response to higher input costs.

23


 

The change in Segment (Loss) Profit 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

)

The decrease in Segment (Loss) Profit for the Americas Segment from the prior six-month period to the current six-month period was primarily attributable to lower production volumes driving weaker fixed cost absorption along with lower sales volumes.

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

 

 

 

 

 

 

January 1, 2023

 

 

December 26, 2021

 

 

 

 

 

 

 

 

 

% of
Net Sales

 

 

 

 

 

% of
Net Sales

 

 

%
Change

 

Net sales

 

$

64,566

 

 

 

100.0

 

 

$

61,339

 

 

 

100.0

 

 

 

5.3

 

Cost of sales

 

 

56,449

 

 

 

87.4

 

 

 

43,873

 

 

 

71.5

 

 

 

28.7

 

Gross profit

 

 

8,117

 

 

 

12.6

 

 

 

17,466

 

 

 

28.5

 

 

 

(53.5

)

Depreciation expense

 

 

861

 

 

 

1.3

 

 

 

660

 

 

 

1.1

 

 

 

30.5

 

Segment Profit

 

$

8,978

 

 

 

13.9

 

 

$

18,126

 

 

 

29.6

 

 

 

(50.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net sales as a percentage of
  consolidated amounts

 

 

20.4

%

 

 

 

 

 

15.4

%

 

 

 

 

 

 

Segment Profit as a percentage of
  consolidated amounts

 

 

85.9

%

 

 

 

 

 

33.6

%

 

 

 

 

 

 

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

 

 

The increase in net sales for the Brazil Segment from the prior six-month period to the current six-month period was primarily attributable to higher sales volumes during strong market conditions in Brazil.

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

Segment Profit for the prior six-month period

 

$

18,126

 

Decrease in underlying margins

 

 

(11,929

)

Increase in sales volumes

 

 

2,345

 

Favorable foreign currency translation effects

 

 

436

 

Segment Profit for the current six-month period

 

$

8,978

 

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 and higher raw material costs.

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

%

 

 

 

 

 

 

 

24


 

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

 

Net sales for the prior six-month period

 

$

110,540

 

Net decrease in sales volumes

 

 

(52,068

)

Unfavorable foreign currency translation effects

 

 

(7,947

)

Change in average selling price and sales mix

 

 

7,754

 

Net sales for the current six-month period

 

$

58,279

 

The decrease in net sales for the Asia Segment from the prior six-month period to the current six-month period was primarily attributable to weaker global demand and pandemic-related lockdowns driving lower sales volumes, partially offset by a strong sales mix.

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

 

Segment Profit for the prior six-month period

 

$

15,482

 

Decrease in sales volumes

 

 

(7,260

)

Unfavorable foreign currency translation effects

 

 

(1,177

)

Change in underlying margins and sales mix

 

 

1,354

 

Segment Profit for the current six-month period

 

$

8,399

 

The decrease in Segment Profit for the Asia Segment from the prior six-month period to the current six-month period follows the decline in net sales and sales volumes discussed above, as the comparable gross margin rate for the Asia Segment improved with a stronger sales mix.

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. For the current six-month period, cash provided by operations was $7,272, and, at January 1, 2023, excess availability under the ABL Revolver was $64,694.

As of January 1, 2023, all of UNIFI’s $130,391 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while approximately 99% of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of strategies to ensure that its worldwide cash is available in the locations where it is needed.

The following table presents a summary of cash and cash equivalents, borrowings available under financing arrangements, liquidity, working capital, and total debt obligations as of January 1, 2023 for domestic operations compared to foreign operations:

 

 

 

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 cash and liquidity positions are sufficient to sustain its operations and meet its growth needs. 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.

25


 

Although global demand for the remainder of calendar 2023 is uncertain, 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 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.

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, we expect the majority of our capital will be deployed to (i) upgrade the machinery in our U.S., El Salvador, and Brazil manufacturing facilities via capital expenditures and (ii) support 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.

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

UNIFI was in compliance with all applicable financial covenants in the 2022 Credit Agreement;
excess availability under the ABL Revolver was $64,694;
the Trigger Level (as defined in the 2022 Credit Agreement) was $23,000; 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

 

Long-term debt

 

$

118,980

 

 

$

102,309

 

Current portion of long-term debt

 

 

11,092

 

 

 

11,726

 

Unamortized debt issuance costs

 

 

319

 

 

 

255

 

Debt principal

 

 

130,391

 

 

 

114,290

 

Less: cash and cash equivalents

 

 

50,781

 

 

 

53,290

 

Net Debt

 

$

79,610

 

 

$

61,000

 

There was no significant change in Net Debt in connection with the establishment of the 2022 Credit Agreement in the second quarter of fiscal 2023. Further, Net Debt remained relatively unchanged from October 2, 2022 to January 1, 2023.

26


 

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

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

 

 

 

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.

 

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 decrease in inventories was primarily attributable to a decline in raw material purchases and 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 and lower vendor deposits. The decrease in accounts payable followed the decrease in inventories and production activity in the current six-month period. The decrease in other current liabilities primarily reflects the routine timing differences for payroll and other operating expenses. The changes in current operating lease liabilities, 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

 

 

 

January 1, 2023

 

 

December 26, 2021

 

Net (loss) income

 

$

(25,871

)

 

$

9,609

 

Equity in earnings of unconsolidated affiliates

 

 

(381

)

 

 

(344

)

Depreciation and amortization expense

 

 

13,478

 

 

 

12,687

 

Recovery of income taxes

 

 

(3,799

)

 

 

 

Non-cash compensation expense

 

 

1,976

 

 

 

2,261

 

Deferred income taxes

 

 

(304

)

 

 

(3,197

)

Subtotal

 

 

(14,901

)

 

 

21,016

 

 

 

 

 

 

 

 

Receivables, net

 

 

40,552

 

 

 

1,358

 

Inventories

 

 

25,422

 

 

 

(10,953

)

Accounts payable and other current liabilities

 

 

(47,599

)

 

 

(11,598

)

Other changes

 

 

3,798

 

 

 

(3,773

)

Net cash provided (used) by operating activities

 

$

7,272

 

 

$

(3,950

)

 

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

Investing Cash Flows

Investing activities primarily includes $23,950 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.

27


 

Financing Cash Flows

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

Share Repurchase Program

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

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 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 Form 10-K.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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, 2023, UNIFI had borrowings under its ABL Facility that totaled $118,400. UNIFI’s sensitivity analysis indicates that a 50-basis point interest rate increase as of January 1, 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 Form 10-K and is supplemented by the following disclosures.

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

As of January 1, 2023, foreign currency exchange rate risk concepts 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

 

Raw Material and Commodity Cost Risks

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

28


 

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.

Other Risks

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

 

Item 4. Controls and Procedures

As of January 1, 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, 2023 that have materially affected, or are reasonably likely to materially affect, UNIFI’s internal control over financial reporting.

29


 

PART II—OTHER INFORMATION

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)).

 

 

 

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 Document

 

 

 

104

 

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

 

 

 

 

+ Filed herewith.

++ Furnished herewith.

30


 

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

 

By:

/s/ CRAIG A. CREATURO

 

 

 

Craig A. Creaturo

 

 

 

Executive Vice President & Chief Financial Officer

 

 

 

(Principal Financial Officer and Principal

Accounting Officer)

 

31


EX-31.1

Exhibit 31.1

CERTIFICATION

I, Edmund M. Ingle, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Unifi, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 February 8, 2023

 

 

/s/ EDMUND M. INGLE

 

 

 

 

Edmund M. Ingle

 

 

 

 

Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 


EX-31.2

Exhibit 31.2

CERTIFICATION

I, Craig A. Creaturo, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Unifi, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 February 8, 2023

 

/s/ CRAIG A. CREATURO

 

 

 

Craig A. Creaturo

 

 

 

Executive Vice President & Chief Financial Officer

 

 

 

(Principal Financial Officer)

 


EX-32

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Chief Executive Officer and Executive Vice President & Chief Financial Officer of Unifi, Inc. (the “Company”), do hereby certify that:

(1)
the Quarterly Report on Form 10-Q of the Company for the fiscal period ended January 1, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

 February 8, 2023

 

 

/s/ EDMUND M. INGLE

 

 

 

 

Edmund M. Ingle

 

 

 

 

Chief Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

/s/ CRAIG A. CREATURO

 

 

 

 

Craig A. Creaturo

 

 

 

 

Executive Vice President & Chief Financial Officer

 

 

 

 

(Principal Financial Officer)