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UNIFI INC - Quarter Report: 2011 December (Form 10-Q)

unifi_10q-122511.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 25, 2011

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.)
 
P.O. Box 19109 -7201 West Friendly Avenue Greensboro, NC
27419
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (336) 294-4410
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).  Yes [ X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer   [ ]       Accelerated filer   [X]       Non-accelerated filer  [ ]           Smaller Reporting Company   [ ]
     (Do not check if a smaller reporting company)

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

The number of shares outstanding of the issuer’s common stock, par value $.10 per share, as of January 30, 2012 was 20,090,094.
RDGPreambleEnd


 
 
 

 
 
UNIFI, INC.
Form 10-Q for the Quarterly Period Ended December 25, 2011

Table of Contents

 
    Page
     
Part I.  Financial Information
     
Item 1.
Financial Statements:
 
 
Condensed Consolidated Balance Sheets as of
 
 
December 25, 2011 and June 26, 2011
3
     
 
Condensed Consolidated Statements of Operations for the Three Months Ended
 
 
and Six Months Ended December 25, 2011 and December 26, 2010
4
     
 
Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three
 
 
Months and Six Months Ended December 25, 2011 and December 26, 2010
5
     
 
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six
 
 
Months Ended December 25, 2011
6
     
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 
 
December 25, 2011 and December 26, 2010
7
     
 
Notes to Condensed Consolidated Financial Statements
8
     
Item 2.
Management’s Discussion and Analysis of Financial Condition
35
 
and Results of Operations
 
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
49
     
Item 4.
Controls and Procedures
49
     
     
     
Part II. Other Information
     
Item 1.
Legal Proceedings
50
     
Item 1A.
Risk Factors
50
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
50
     
Item 3.
Defaults Upon Senior Securities
50
     
Item 4.
Mine Safety Disclosures
50
     
Item 5.
Other Information
50
     
Item 6.
Exhibits
51
 
 
2

 
 
Part I.     Financial Information

Item 1.     Financial Statements
RDGXBRLParseBegin
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(amounts in thousands, except share and per share amounts)

   
December 25, 2011
   
June 26, 2011
 
ASSETS
           
Cash and cash equivalents
  $ 24,677     $ 27,490  
Receivables, net
    84,201       100,175  
Inventories
    114,180       134,883  
Income taxes receivable
    321       578  
Deferred income taxes
    3,941       5,712  
Other current assets
    6,445       5,231  
Total current assets
    233,765       274,069  
                 
Property, plant and equipment, net
    137,924       151,027  
Deferred income taxes
    724        
Intangible assets, net
    10,958       11,612  
Investments in unconsolidated affiliates
    89,220       91,258  
Other non-current assets
    10,017       9,410  
Total assets
  $ 482,608     $ 537,376  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Accounts payable
  $ 28,950     $ 42,842  
Accrued expenses
    10,502       17,495  
Income taxes payable
    955       421  
Current portion of long-term debt
    356       342  
Total current liabilities
    40,763       61,100  
Long-term debt
    158,722       168,322  
Other long-term liabilities
    4,009       4,007  
Deferred income taxes
    2,882       4,292  
Total liabilities
    206,376       237,721  
Commitments and contingencies
               
                 
Common stock, $0.10 par (500,000,000 shares authorized, 20,088,094 and 20,080,253 shares outstanding)
    2,009       2,008  
Capital in excess of par value
    33,921       32,599  
Retained earnings
    233,950       241,272  
Accumulated other comprehensive income
    5,441       23,776  
Total Unifi, Inc. shareholders’ equity
    275,321       299,655  
Non-controlling interest
    911        
Total shareholders’ equity
    276,232       299,655  
Total liabilities and shareholders’ equity
  $ 482,608     $ 537,376  

See accompanying notes to Condensed Consolidated Financial Statements.
 
 
3

 
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(amounts in thousands, except per share amounts)

 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Net sales
  $ 167,110     $ 162,139     $ 338,123     $ 337,231  
Cost of sales
    156,228       142,649       315,411       296,195  
Gross profit
    10,882       19,490       22,712       41,036  
Selling, general and administrative expenses
    10,986       11,161       21,357       22,671  
Provision for bad debts
    357       86       562       45  
Restructuring charges
          1,183             1,546  
Other operating expenses, net
    490       16       449       259  
Operating (loss) income
    (951 )     7,044       344       16,515  
Interest income
    (495 )     (668 )     (1,142 )     (1,411 )
Interest expense
    4,222       5,062       8,602       10,331  
Loss on extinguishment of debt
                462       1,144  
Other non-operating (income) expenses
    (1,479 )     450       (1,479 )     450  
Equity in earnings of unconsolidated affiliates
    (844 )     (5,039 )     (4,303 )     (13,990 )
Loss on previously held equity interest in Repreve Renewables, LLC
    3,656             3,656        
(Loss) income before income taxes
    (6,011 )     7,239       (5,452 )     19,991  
Provision for income taxes
    1,806       1,854       2,079       4,371  
Net (loss) income including non-controlling interest
  $ (7,817 )   $ 5,385     $ (7,531 )   $ 15,620  
Less: net (loss) attributable to non-controlling interest
    (209 )           (209 )      
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )   $ 5,385     $ (7,322 )   $ 15,620  
                                 
Net (loss) income per common share:
                               
Basic
  $ (0.38 )   $ 0.27     $ (0.36 )   $ 0.78  
                                 
Diluted
  $ (0.38 )   $ 0.26     $ (0.36 )   $ 0.76  

See accompanying notes to Condensed Consolidated Financial Statements.
 
 
4

 
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
(amounts in thousands)


   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Net (loss) income including non-controlling interest
  $ (7,817 )   $ 5,385     $ (7,531 )   $ 15,620  
Other comprehensive (loss) income (net of tax):
                               
Foreign currency translation adjustments
    (1,107 )     1,446       (18,332 )     8,153  
Gain (loss) on cash flow hedges
    966       6,727       (3 )     6,727  
Other comprehensive (loss) income
    (141 )     8,173       (18,335 )     14,880  
                                 
Comprehensive (loss) income including non-controlling interest
    (7,958 )     13,558       (25,866 )     30,500  
Less: comprehensive (loss) attributable to non-controlling interest
    (209 )           (209 )      
Comprehensive (loss) income attributable to Unifi, Inc.
  $ (7,749 )   $ 13,558     $ (25,657 )   $ 30,500  

See accompanying notes to Condensed Consolidated Financial Statements.
 
 
5

 
 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
For the Six Months Ended December 25, 2011
(amounts in thousands)


   
Common Stock
   
Capital in Excess of Par Value
   
Retained Earnings
   
Accumulated Other Comprehensive
Income
   
Total
Unifi, Inc. Shareholders’ Equity
   
Non-controlling Interest
   
Total Shareholders’ Equity
 
Balance June 26, 2011
  $ 2,008     $ 32,599     $ 241,272     $ 23,776     $ 299,655     $     $ 299,655  
Options exercised
    1       48                   49             49  
Stock-based compensation
          368                   368             368  
Other comprehensive loss
                      (18,194 )     (18,194 )           (18,194 )
Net income
                286             286             286  
Balance September 25, 2011
    2,009       33,015       241,558       5,582       282,164             282,164  
Options exercised
          11                   11             11  
Stock-based compensation
          895                   895             895  
Other comprehensive loss
                      (141 )     (141 )           (141 )
Acquisition of controlling interest in Repreve Renewables, LLC
                                  1,000       1,000  
Contributions from non-controlling interest
                                  120       120  
Net (loss)
                (7,608 )           (7,608 )     (209 )     (7,817 )
Balance December 25, 2011
  $ 2,009     $ 33,921     $ 233,950     $ 5,441     $ 275,321     $ 911     $ 276,232  

See accompanying notes to Condensed Consolidated Financial Statements.
 
 
6

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(amounts in thousands)

 
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
Cash and cash equivalents at beginning of year
  $ 27,490     $ 42,691  
Operating activities:
               
Net (loss) income including non-controlling interest
    (7,531 )     15,620  
Adjustments to reconcile net (loss) income including non-controlling interest to net cash provided by operating activities:
               
Equity in earnings of unconsolidated affiliates
    (4,303 )     (13,990 )
Dividends received from unconsolidated affiliates
    2,005       2,532  
Depreciation and amortization expense
    13,468       13,466  
Net loss on sale of assets
    63       53  
Loss on extinguishment of debt
    462       1,144  
Non-cash compensation expense
    1,395       737  
Loss on previously held equity interest in Repreve Renewables, LLC
    3,656        
Deferred income taxes
    (575 )     234  
Other
    (8 )     (20 )
Changes in assets and liabilities, excluding effects of foreign currency adjustments:
               
Receivables, net
    12,130       10,729  
Inventories
    14,381       (9,953 )
Other current assets and income taxes receivable
    (1,561 )     540  
Accounts payable and accrued expenses
    (19,830 )     (7,618 )
Income taxes payable
    550       1,047  
Net cash provided by operating activities
    14,302       14,521  
Investing activities:
               
Capital expenditures
    (3,259 )     (13,324 )
Investments in unconsolidated affiliates
    (360 )     143  
Acquisition of controlling interest in Repreve Renewables, LLC, net of cash acquired
    (356 )      
Proceeds from sale of assets
    181       185  
Proceeds from return of split dollar life insurance premiums
    14       3,241  
Net cash used in investing activities
    (3,780 )     (9,755 )
Financing activities:
               
Payments of notes payable
    (10,288 )     (15,862 )
Payments on revolving credit facility
    (92,400 )     (77,225 )
Proceeds from borrowings on revolving credit facility
    92,800       77,225  
Proceeds from stock option exercises
    60       68  
Purchase and retirement of Company stock
          (2 )
Debt financing fees
          (825 )
Contributions from non-controlling interest
    120        
Net cash used in financing activities
    (9,708 )     (16,621 )
                 
Effect of exchange rate changes on cash and cash equivalents
    (3,627 )     2,349  
Net decrease in cash and cash equivalents
    (2,813 )     (9,506 )
Cash and cash equivalents at end of period
  $ 24,677     $ 33,185  
 
See accompanying notes to Condensed Consolidated Financial Statements.
 
 
7

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
1. Background
Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, the “Company” or “Unifi”) is a publicly-traded, multi-national manufacturing company.  The Company processes and sells high-volume commodity yarns, specialized yarns designed to meet certain customer specifications and premier value-added (“PVA”) yarns with enhanced performance characteristics and higher expected gross margin percentages.  The Company sells its polyester and nylon products to other yarn manufacturers, knitters and weavers that produce fabric for the apparel, hosiery, sock, home furnishings, automotive upholstery, industrial and other end-use markets.  The Company’s polyester products include recycled polyester polymer beads (“Chip”), partially oriented yarn (“POY”), textured, solution and package dyed, twisted and beamed yarns.  The Company’s nylon products include textured, solution dyed and covered spandex yarns.  The Company maintains one of the industry’s most comprehensive product offerings and has ten manufacturing operations in four countries and participates in joint ventures in Israel and the United States (“U.S.”).  In addition, the Company has a wholly-owned subsidiary in the People’s Republic of China (“China”) focused on the sale and promotion of the Company’s specialty and PVA products in the Asian textile market, primarily in China.

2. Basis of Presentation
The Company’s current fiscal quarter ended on Sunday, December 25, 2011.  However, the Company’s Brazilian, Colombian, and Chinese subsidiaries’ fiscal quarter ended on December 31, 2011.  No significant transactions or events have occurred between these dates and the date of the Company’s financial statements.  The three months ended December 25, 2011 and the three months ended December 26, 2010 each consist of thirteen week periods.  The six months ended December 25, 2011 and the six months ended December 26, 2010 each consist of twenty-six week periods.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included.  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.

These condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K.  There were no changes in the nature of the Company’s significant accounting policies or the application of its accounting policies from those reported in its most recent Annual Report on Form 10-K.  Certain prior period information has been reclassified to conform to the current period presentation.

The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year.

All amounts and share amounts, except per share amounts, are presented in thousands, except as otherwise noted.

3. Accounting Pronouncements
Recently Adopted Accounting Pronouncements
There were no new accounting pronouncements adopted during the period.

Recently Issued Accounting Pronouncements
There have been no newly issued or newly applicable accounting pronouncements that have or are expected to have a significant impact on the Company's financial statements.

4. Acquisition of Controlling Interest in Repreve Renewables, LLC
In April 2010, the Company entered into an agreement with two other unaffiliated entities to form Repreve Renewables, LLC (“Renewables”) and received a 40% ownership interest for its four million dollar contribution.  Renewables is a development stage enterprise formed to cultivate, grow and sell biomass crops, including crop feedstock intended for use as a fuel in the production of energy as well as to provide value added processes for cultivating, harvesting or using biomass crops.  Renewables has the exclusive license to commercialize FREEDOM Giant Miscanthus (“FGM”).  FGM is a miscanthus grass strain used to convert sunlight to biomass energy.  Renewables’ success will depend in part on its ability to license individual growers to produce FGM and to sell feedstock to those growers.  The Company’s investment in Renewables is anticipated to provide a unique revenue stream and support its strategy to grow the REPREVE® brand and product portfolio.

On October 6, 2011, the Company and one other existing Renewables shareholder each acquired an additional 20% ownership interest for $500 from the third Renewables shareholder.  The additional ownership interest purchased by the Company was financed with available cash.  Using the amounts paid per membership unit in the October 6th transaction as a basis, the Company determined that the acquisition date fair value of Renewables was $2,500.  This resulted in the Company’s previously held 40% equity interest being valued at $1,000.  As a result of remeasuring its existing 40% interest to this estimated fair value, the Company recorded a loss of $3,656 during the three months ended December 25, 2011.

Fair value of consideration transferred
  $ 500  
Fair value of the previously held equity interest
    1,000  
      1,500  
Fair value of the non-controlling interest
    1,000  
Total fair value of Renewables
  $ 2,500  
 
 
8

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
 
Fair value of previously held equity interest
  $ 1,000  
Less: investment in Renewables
    4,656  
Loss on previously held equity interest in Renewables
  $ (3,656 )

The total fair value of  Renewables has been allocated to the tangible assets, liabilities and intangible assets acquired as follows:
Cash
  $ 144  
Inventory
    45  
Other current assets
    197  
Biomass foundation and feedstock
    1,611  
PP&E
    114  
Intangible assets
    536  
Total assets
    2,647  
Current liabilities
    (147 )
Total net assets acquired
  $ 2,500  

The intangible assets acquired, and their respective estimated average remaining useful lives, over which each asset will be amortized on a straight line basis, are as follows:
 
Amortization
 Period
 
Estimated Value
 
Non-compete agreements
5 years
  $ 243  
License to grow FGM
8 years
    261  
Sub-licenses
4 years
    32  
Total
    $ 536  

Renewables' revenues were nil for the three months ended December 25, 2011 and the six months ended December 25, 2011.  For the three months ended December 25, 2011 and the six months ended December 25, 2011, Renewables' operating expenses were $512 and $1,020, respectively.  Renewables’ operating losses are funded through contributions from its members.

The acquisition of the additional 20% ownership interest has given the Company a 60% ownership interest in Renewables.  The Company’s consolidated financial statements include the financial position and results of operations of Renewables.  As Renewables is a development stage enterprise, has no revenues and limited operating activities, the results of Renewables’ operations are shown within Other Operating Expenses, net in the Condensed Consolidated Statement of Operations.

5. Receivables, net
Receivables, net consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Customer receivables
  $ 85,207     $ 100,893  
Allowance for uncollectible accounts
    (1,550 )     (1,147 )
Reserves for yarn quality claims
    (812 )     (1,101 )
Net customer receivables
    82,845       98,645  
Related party receivables
    309       512  
Other receivables
    1,047       1,018  
Total receivables, net
  $ 84,201     $ 100,175  

Other receivables consist primarily of receivables for duty drawback, interest and refunds due to the Company for value added taxes.

 
9

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
The changes in the Company’s allowance for uncollectible accounts and reserves for yarn quality claims were as follows:
   
Allowance for Uncollectible Accounts
   
Reserves for Yarn Quality Claims
 
Balance at June 26, 2011
  $ (1,147 )   $ (1,101 )
Charged to costs and expenses
    (562 )     (377 )
Charged to other accounts
    86       19  
Deductions
    73       647  
Balance at December 25, 2011
  $ (1,550 )   $ (812 )

Amounts charged to costs and expenses for the allowance for uncollectible accounts are reflected in the Provision for bad debts and amounts charged to costs and expenses for the reserves for yarn quality claims are primarily reflected as a reduction in the Net sales line of the Condensed Consolidated Statements of Operations.  Amounts charged to other accounts primarily include the impact of translating the activity of the Company’s foreign affiliates from their respective local currencies to the U.S. dollar.  For the allowance for uncollectible accounts, deductions represent amounts written off which were deemed to not be collectible, net of any recoveries.  For the reserve for yarn quality claims, deductions represent adjustments to either increase or decrease claims based on negotiated amounts or actual versus estimated claim differences.

6. Inventories
Inventories consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Raw materials
  $ 44,665     $ 52,387  
Supplies
    5,267       6,016  
Work in process
    4,960       7,000  
Finished goods
    62,588       74,399  
Gross inventories
    117,480       139,802  
Inventory reserves
    (3,300 )     (4,919 )
Total inventories
  $ 114,180     $ 134,883  

Certain foreign inventories of $31,322 and $43,734 as of December 25, 2011 and June 26, 2011, respectively, were valued under the average cost method.  The change in these foreign inventories from the beginning of the year was due to declining prices, lower quantities on-hand at the Company’s Brazilian operations as well as the weakening of the Brazilian Real versus the U.S. dollar that occurred beginning in September 2011.  Included in the Company’s finished goods is $117 and $164 of consigned goods located in El Salvador.

7. Other Current Assets
Other current assets consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Value added taxes receivable
  $ 1,769     $ 2,971  
Prepaid expenses
    1,725       1,282  
Vendor deposits
    1,800       921  
Brazilian non-income related tax refund receivable
    999        
Other
    152       57  
Total other current assets
  $ 6,445     $ 5,231  

Prepaid expenses consist of advance payments for insurance, public exchange and rating services, professional fees, membership dues, subscriptions and information technology services.  Other includes non-income related tax payments and employee advances.
 
 
10

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

8. Property, Plant and Equipment, Net
Property, plant and equipment, net consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Land
  $ 3,263     $ 3,454  
Land improvements
    11,687       11,400  
Buildings and improvements
    146,798       151,484  
Assets under capital lease
    9,520       9,520  
Machinery and equipment
    540,004       545,279  
Computers, software and office equipment
    17,838       19,585  
Construction in progress
    3,809       4,583  
Transportation equipment
    4,808       5,162  
Gross property, plant and equipment
    737,727       750,467  
Less: accumulated depreciation
    (590,921 )     (590,878 )
Less: accumulated amortization – capital lease
    (8,882 )     (8,562 )
Property, plant and equipment, net
  $ 137,924     $ 151,027  

Depreciation expense, internal software development costs amortization, repair and maintenance expenses and capitalized interest were as follows:
 
    For the Three Months Ended   For the Six Months Ended
   
December 25, 2011
 
December 26, 2010
 
December 25, 2011
 
December 26, 2010
Depreciation expense
 
$
5,794
 
$
5,745
 
$
11,699
 
$
11,496
 
Internal software development costs amortization
   
63
   
93
   
134
   
192
 
Repair and maintenance expenses
   
3,661
   
4,636
 
 
7,989
   
9,068
 
Capitalized interest
   
   
   
   
 

Internal software development costs classified within property, plant and equipment (“PP&E”) consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Internal software development costs
  $ 1,900     $ 1,900  
Accumulated amortization
    (1,702 )     (1,568 )
Net internal software development costs
  $ 198     $ 332  

9. Intangible Assets, Net
Intangible assets, net consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Customer list
  $ 22,000     $ 22,000  
Non-compete agreements
    4,243       4,000  
Licenses
    293        
Total intangible assets, gross
    26,536       26,000  
                 
Accumulated amortization - customer list
    (13,145 )     (12,134 )
Accumulated amortization - non-compete agreements
    (2,424 )     (2,254 )
Accumulated amortization - licenses
    (9 )      
Total accumulated amortization
    (15,578 )     (14,388 )
Intangible assets, net
  $ 10,958     $ 11,612  

In fiscal year 2007, the Company purchased the texturing operations of Dillon Yarn Corporation (“Dillon”) which are included in the Company's polyester reportable segment.  The valuation of the customer list acquired was determined by estimating the discounted net earnings attributable to the customer relationships that were purchased after considering items such as possible customer attrition.  Based on the length and trend of the projected cash flows, an estimated useful life of thirteen years was determined.  The customer list is being amortized in a manner which reflects the expected economic benefit that will be received over its thirteen year life.  The non-compete agreements are amortized using the straight line method over the periods covered by the covenants not to compete. The amortization expense is included within the polyester segment's depreciation and amortization expense.
 
 
11

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

During the second quarter of fiscal year 2012, the Company acquired a controlling interest in Renewables.  The non-compete agreement acquired is being amortized using the straight line method over a five year period.  The licenses acquired are being amortized using the straight line method over the estimated useful lives of four to eight years.

Amortization expense for intangible assets was as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Customer list amortization expense
  $ 505     $ 544     $ 1,011     $ 1,087  
Non-compete amortization expense
    91       95       170       190  
Licenses amortization expense
    9             9        
Total amortization expense
  $ 605     $ 639     $ 1,190     $ 1,277  

The following table presents the expected intangible asset amortization for the next five fiscal years:
   
2012
   
2013
   
2014
   
2015
   
2016
 
Customer list
  $ 2,022     $ 1,837     $ 1,481     $ 1,215     $ 969  
Non-compete agreements
    328       313       313       313       313  
License agreements
    28       38       38       38       34  
Total intangible amortization
  $ 2,378     $ 2,188     $ 1,832     $ 1,566     $ 1,316  

10. Other Non-Current Assets
Other non-current assets consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Long-term deposits
  $ 5,338     $ 5,709  
Debt financing fees
    2,626       3,245  
Biomass foundation and feedstock
    1,619        
Other
    434       456  
Total other non-current assets
  $ 10,017     $ 9,410  

Long-term deposits consist primarily of deposits with utility companies and value added tax deposits.  Biomass foundation and feedstock represents bioenergy foundation and feedstock currently being propagated by Renewables.  Other non-current assets primarily consists of premiums on a split dollar life insurance policy which represents the value of the Company’s right of return on premiums paid for a retiree owned insurance contract.

11. Accrued Expenses
Accrued expenses consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Payroll and fringe benefit costs
  $ 5,691     $ 11,119  
Utilities
    1,782       2,237  
Interest
    1,693       1,900  
Property taxes
    168       885  
Retiree medical liability
    173       202  
Other
    995       1,152  
Total accrued expenses
  $ 10,502     $ 17,495  

Other accruals consist primarily of sales taxes, marketing expenses, freight expenses, rent and other non-income related taxes.  The decreased accrual for payroll and fringe benefit costs is primarily due to the timing associated with payment of awards previously earned and the amounts expected to be earned under variable compensation programs.

12. Defined Contribution Plan
The Company matches employee contributions made to the Unifi, Inc. Retirement Savings Plan (the “DC Plan”), an existing 401(k) defined contribution plan, which covers eligible domestic salary and hourly employees. Under the terms of the DC Plan, the Company matches 100% of the first three percent of eligible employee contributions and 50% of the next two percent of eligible contributions.

 
12

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

The contribution expenses were as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Matching contribution expenses
  $ 490     $ 490     $ 1,092     $ 1,108  

13. Long-Term Debt
Long-term debt consists of the following:
   
December 25, 2011
   
June 26, 2011
 
Notes payable
  $ 123,722     $ 133,722  
Revolving credit facility
    35,000       34,600  
Capital lease obligation
    356       342  
Total debt
    159,078       168,664  
Current portion of long-term debt
    (356 )     (342 )
Total long-term debt
  $ 158,722     $ 168,322  

Notes Payable
On May 26, 2006, the Company issued $190,000 of 11.5% senior secured notes (“2014 notes”) due May 15, 2014 with interest payable on May 15 and November 15 of each year. The 2014 notes are guaranteed on a senior, secured basis by each of the Company’s existing and future restricted domestic subsidiaries. The 2014 notes and guarantees are secured by first-priority liens, subject to permitted liens, on substantially all of the Company’s PP&E, domestic capital stock and some foreign capital stock.  Domestic capital stock includes the capital stock of the Company’s domestic subsidiaries and certain of its joint ventures. Foreign capital stock includes up to 65% of the voting stock of the Company’s first-tier foreign subsidiaries. The terms of the 2014 notes do not contain financial maintenance covenants.

The Company can currently elect to redeem some or all of the 2014 notes at redemption prices equal to or in excess of par depending on the year the optional redemption occurs.  Beginning in May 2012, the redemption price of the 2014 notes is equal to par.  The Company may also purchase its 2014 notes in open market purchases or in privately negotiated transactions and then retire them or it may refinance all or a portion of the 2014 notes with a new debt offering.

The following table presents the components of the Company’s partial redemptions of its 2014 notes and the charges for the extinguishment of debt:
 
Date    
Principal
Amount
     
Redemption Price
     
Premium
(Discount)
     
Costs and
Other Fees
     
Loss / (Gain)
 
August 5, 2011
  $ 10,000       102.875 %   $ 288     $ 174     $ 462  
Total – FY 2012
  $ 10,000             $ 288     $ 174     $ 462  
                                         
June 30, 2010
  $ 15,000       105.750 %   $ 862     $ 282     $ 1,144  
February 16, 2011
    30,000       105.750 %     1,725       468       2,193  
Total – FY 2011
  $ 45,000             $ 2,587     $ 750     $ 3,337  
                                         
September 15, 2009
  $ 500       86.750 %   $ (66 )   $ 12     $ (54 )
Total – FY 2010
  $ 500             $ (66 )   $ 12     $ (54 )
                                         
April 3, 2009
  $ 8,778       100.000 %   $     $ 226     $ 226  
June 3, 2009
    2,000       73.750 %     (525 )     48       (477 )
Total – FY 2009
  $ 10,778             $ (525 )   $ 274     $ (251 )

Revolving Credit Facility
Concurrent with the issuance of the 2014 notes, the Company amended its senior secured asset-based revolving credit facility (“Amended Credit Agreement”) which, along with revising certain terms and covenants, extended its maturity date to May 15, 2011.  On September 9, 2010, the Company and the Subsidiary Guarantors (as co-borrowers) entered into the First Amendment to the Amended and Restated Credit Agreement ("First Amended Credit Agreement”) with Bank of America, N.A. (as both Administrative Agent and Lender).  The First Amended Credit Agreement provides for a revolving credit facility of $100,000 that matures on September 9, 2015.  However, if the 2014 notes have not been paid in full on or before February 15, 2014, the maturity date of the Company’s revolving credit facility will be automatically adjusted to February 15, 2014.
 
 
13

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
The First Amended Credit Agreement contains customary affirmative and negative covenants for asset-based loans that restrict future borrowings and certain transactions. The covenants include restrictions and limitations on (i) sales of assets, consolidation, merger, dissolution and the issuance of capital stock, (ii) permitted encumbrances on property, (iii) the incurrence of indebtedness, (iv) the making of loans or investments, (v) the declaration of dividends and redemptions and (vi) transactions with affiliates.  As long as pro forma excess availability is at least 27.5% of the total credit facility or, if applicable, other specific conditions are met, the Company can make certain distributions and investments including (i) the payment or making of any dividend, (ii) the redemption or other acquisition of any of the Company’s capital stock, (iii) cash investments in joint ventures, (iv) acquisition of the property and assets or capital stock or a business unit of another entity and (v) loans or other investments to a non-borrower subsidiary.  The First Amended Credit Agreement requires the Company to maintain a trailing twelve month fixed charge coverage ratio of at least 1.0 to 1.0 should borrowing availability decrease below 15% of the total credit facility.  There are no capital expenditure limitations under the First Amended Credit Agreement.  The Company was in compliance with all such covenants at December 25, 2011.

The First Amended Credit Agreement is secured by first-priority liens on the Company’s and its subsidiary guarantors’ inventory, accounts receivable, general intangibles, investment property and certain other property. The Company’s ability to borrow under the First Amended Credit Agreement is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventory and is subject to other conditions and limitations.  Borrowings under the First Amended Credit Agreement bear interest at rates of LIBOR plus 2.00% to 2.75% and/or prime plus 0.75% to 1.50% depending on the Company’s level of excess availability. The unused line fee under the First Amended Credit Agreement is 0.375% to 0.50% of the unused line amount.

The weighted average interest rate for the revolving credit facility borrowings for the six months ended December 25, 2011 including the effects of all interest rate swaps was 3.7%.  The Company has $2,695 of standby letters of credit at December 25, 2011, none of which have been drawn upon. As of December 25, 2011 and June 26, 2011, the Company had $44,318 and $51,734 of borrowing availability under the revolving credit facility, respectively.

The following table presents the scheduled maturities of the Company’s long-term debt on a fiscal year basis:
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
   
Total
 
$ 356     $     $ 123,722     $     $ 35,000     $     $ 159,078  

Amortization charged to interest expense related to debt financing was as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Interest expense
  $ 224     $ 247     $ 445     $ 501  

14. Other Long-Term Liabilities
Other long-term liabilities consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Supplemental post-employment plan
  $ 1,998     $ 1,866  
Retiree medical liability
    696       696  
Derivative instruments
    342       408  
Long-term portion of foreign taxes payable
    820       868  
Other non-income related taxes
    153       169  
Total other long-term liabilities
  $ 4,009     $ 4,007  

The Company maintains an unfunded supplemental post-employment plan for a select group of management employees.  Each participant’s account is credited annually based upon a percentage of their base salary with each participant’s balance adjusted quarterly to reflect returns based upon a stock market index.  The amounts of net expense recorded for this plan within Selling, general and administrative (“SG&A”) expenses for the three months ended December 25, 2011 and December 26, 2010 were $257 and $199, respectively and for the six months ended December 25, 2011 and December 26, 2010 were $132 and $354, respectively.  Amounts are paid to participants only after termination of their employment.  The retiree medical liability relates to a frozen plan that consists of the discounted future claims the Company expects to pay for certain retiree benefits based on claims history and the terms of the benefit agreements.

15. Income Taxes
The Company’s income tax provision for the quarter ended December 25, 2011 resulted in tax expense of $1,806 at an effective rate of (30.0%).  The Company’s income tax provision for the year-to-date period ended December 25, 2011 resulted in tax expense of $2,079 at an effective rate of (38.1%).  The income tax rate for the quarter and year-to-date period ended December 25, 2011 is different from the U.S. statutory rate due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.  The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from U.S. operations and foreign sources versus annual projections and changes in foreign currencies in relation to the U.S. dollar.  As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly basis.

The Company’s income tax provision for the quarter ended December 26, 2010 resulted in tax expense of $1,854 at an effective tax rate of 25.6%.  The Company’s income tax provision for the year-to-date period ended December 26, 2010 resulted in tax expense of $4,371 at an effective rate of 21.9%.  The income tax rate for the quarter and year-to-date period ended December 26, 2010 is different from the U.S. statutory rate due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.
 
 
14

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
Deferred income taxes have been provided for the temporary differences between financial statement carrying amounts and the tax basis of existing assets and liabilities.  In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences reverse.  Management considers the scheduled reversal of taxable temporary differences, taxable income in carryback periods, projected future taxable income, and tax planning strategies in making this assessment.  The Company currently has a full valuation allowance against its net deferred tax assets in the U.S. and certain foreign subsidiaries due to negative evidence concerning the realization of those deferred tax assets in recent years.  The Company continues to evaluate both positive and negative evidence to determine whether and when the valuation allowance, or a portion thereof, should be released.  A release of the valuation allowance could have a material effect on net earnings in the period of release.

During the fiscal year ended June 26, 2011, the Company changed its indefinite reinvestment assertion related to approximately $26,630 of the earnings and profits held by Unifi do Brazil, Ltda. (“UDB”).  During the first quarter of fiscal year 2012, the Company repatriated $7,400 and updated its indefinite reinvestment assertion by an additional $13,415.  During the second quarter of fiscal year 2012, the Company updated its indefinite reinvestment assertion by an additional $205.  The Company plans on repatriating approximately $6,000 prior to the end of the current fiscal year end.  The Company incorporated these changes and adjusted the deferred tax liability, net of estimated foreign tax credits to $4,938 to reflect the additional income tax that would be due as a result of the current plan to repatriate in future periods.  All remaining undistributed earnings are deemed to be indefinitely reinvested and accordingly, no provision for U.S. federal and state income taxes is required to be provided thereon.

The Company is subject to income tax examinations for U.S. federal income taxes for fiscal years 2005 through 2011, for non-U.S. income taxes for tax years 2001 through 2011, and for state and local income taxes for fiscal years 2001 through 2011.

There have been no significant changes in the Company’s liability for uncertain tax positions since June 26, 2011.  The Company’s estimate for the potential outcome for any uncertain tax issue is highly judgmental.  Management believes that any reasonably foreseeable outcomes related to these matters have been adequately provided for.  However, future results may include favorable or unfavorable adjustments to estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire.

16. Shareholders’ Equity
No dividends have been paid during the last two fiscal years. The Indenture governing the 2014 notes and the First Amended Credit Agreement restricts the Company’s ability to pay dividends or make distributions on its common stock.

Effective July 26, 2000, the Company’s Board of Directors (“Board”) authorized the repurchase of up to 3,333 shares of its common stock of which approximately 1,064 shares were subsequently repurchased.  The repurchase program was suspended in November 2003.  There is remaining authority for the Company to repurchase approximately 2,269 shares of its common stock under the repurchase plan.  The repurchase plan has no stated expiration or termination date.

17. Stock Based Compensation
During the second quarter of fiscal year 2012, the Board authorized and the Company issued an aggregate of 49 restricted stock units to the Company’s non-employee directors (“RSUs”) under the 2008 Unifi, Inc. Long-Term Incentive Plan (“2008 LTIP”), a plan approved by the Company’s shareholder’s in 2008.  The RSUs became fully vested on the grant date.  The RSUs convey no rights of ownership in shares of Company stock until such RSUs have been distributed to the grantee in the form of Company stock.  The vested RSUs will be converted into an equivalent number of shares of Company common stock and distributed to the grantee following the grantee’s termination of services as a member of the Board.  The grantee may elect to defer receipt of the shares of stock in accordance with the deferral options provided under the Unifi, Inc. Director Deferred Compensation Plan.  The Company estimated the fair value of the award to be $9.10 per RSU based on the fair value of the Company’s common stock at the award grant date.

During the first quarter of fiscal year 2012, the Compensation Committee of the Board authorized and the Company issued 127 stock options to certain key employees from the 2008 LTIP.  The stock options have a service condition, vest ratably over a three year period and have ten year contractual terms.  The exercise price of the options is $12.47 per share.  The Company used the Black-Scholes model to estimate the weighted average grant date fair value of $7.88 per share.

During the first quarter of fiscal year 2012, the Compensation Committee of the Board authorized and the Company issued 64 RSUs from the 2008 LTIP to certain key employees.  The RSUs are subject to a vesting restriction and convey no rights of ownership in shares of Company stock until such RSUs have vested and been distributed to the grantee in the form of Company stock.  The RSUs vest ratably over a three year period.  The RSUs will be converted into an equivalent number of shares of stock on each vesting date and distributed to the grantee, or the grantee may elect to defer the receipt of the shares of stock until separation from service.  If after July 27, 2012 and prior to the final vesting date the grantee has a separation from service without cause, the remaining unvested RSUs will become fully vested and will be converted to an equivalent number of shares of stock and issued to the grantee.  The Company estimated the grant-date fair value of the award to be $12.47 per RSU based on the fair value of the Company’s stock at the award grant date.

The Company incurred $895 and $191 in stock based compensation expense in the second quarter of fiscal years 2012 and 2011, respectively, and $1,263 and $383 in the respective year to date periods which was recorded in SG&A expenses with the offset to capital in excess of par value.
 
 
15

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
The Company issued 2 shares and 9 shares of common stock during the second quarter of fiscal years 2012 and 2011, respectively, as a result of the exercise of stock options.  The Company issued 8 shares and 9 shares of common stock during the year to date periods of fiscal years 2012 and 2011, respectively, as a result of the exercise of stock options.

18. Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following:
   
December 25, 2011
   
June 26, 2011
 
Foreign currency translation adjustments
  $ 4,943     $ 26,621  
Loss on effective portion of derivative instruments
    (1,057 )     (1,054 )
Foreign currency gain (loss) on intercompany loan         1,555        (1,791 )
Accumulated other comprehensive income
  $ 5,441     $ 23,776  

Loss on effective portion of derivative instruments includes $715 and $646 of other comprehensive loss related to one of the Company’s unconsolidated affiliates at December 25, 2011 and June 26, 2011, respectively.

19. Computation of Earnings Per Share
The computation of basic and diluted earnings per share (“EPS”) was as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Basic EPS:
                       
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )   $ 5,385     $ (7,322 )   $ 15,620  
Weighted average common shares outstanding
    20,088       20,059       20,087       20,058  
                                 
Basic EPS
  $ (0.38 )   $ 0.27     $ (0.36 )   $ 0.78  
                                 
Diluted EPS:
                               
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )   $ 5,385     $ (7,322 )   $ 15,620  
                                 
Weighted average common shares outstanding
    20,088       20,059       20,087       20,058  
Net potential common share equivalents – stock options and RSU’s
          407             368  
Weighted average common shares outstanding
    20,088       20,466       20,087       20,426  
                                 
Diluted EPS
  $ (0.38 )   $ 0.26     $ (0.36 )   $ 0.76  
                                 
Excluded from the calculation of common share equivalents:
                               
Anti-dilutive common share equivalents
    1,251       221       1,251       221  
                                 
Excluded from the calculation of diluted shares:
                               
Unvested options that vest upon achievement of certain market conditions
    567       583       567       583  

The calculation of earnings per common share is based on the weighted average number of the Company’s common shares outstanding for the applicable period.  The calculation of diluted earnings per common share presents the effect of all potential dilutive common shares that were outstanding during the respective period, unless the effect of doing so is anti-dilutive.
 
 
16

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
20. Derivative Instruments and Hedging Activities
The Company may use derivative financial instruments such as foreign currency forward contracts or interest rate swaps for purposes of reducing its ongoing business exposures to fluctuations in foreign currency exchange rates or interest rates.  The Company does not enter into derivative contracts for speculative purposes.

Interest rate swaps:
On February 15, 2011, the Company entered into a twenty-seven month, $25,000 interest rate swap with Bank of America, N.A. to provide a hedge against the variability of cash flows (monthly interest expense payments) on the first $25,000 of LIBOR-based variable rate borrowings under the Company’s revolving credit facility.  The interest rate swap allows the Company to fix the LIBOR rate at 1.39%.  On August 5, 2011, the Company entered into a twenty-one month, $10,000 interest rate swap to provide a hedge against the variability of cash flows related to additional variable rate borrowings under the revolving credit facility.  This interest rate swap allows the Company to fix the LIBOR rate at 0.75%.

The Company has designated these swaps as cash flow hedges and determined that the hedges have been and still are highly effective.  At December 25, 2011, the amount of loss recognized in accumulated other comprehensive income for the Company’s cash flow hedge derivative instruments was $342.  For the year-to-date period ended December 25, 2011, the Company did not reclassify any gains (losses) from accumulated other comprehensive income to net income and does not expect to do so during the next twelve months.

Foreign currency forward contracts:
The Company or its subsidiaries may enter into foreign currency forward contracts as economic hedges for exposures related to certain sales, inventory purchases and equipment purchases which are denominated in currencies that are not its functional currency.  As of December 25, 2011, the latest maturity date for all outstanding foreign currency forward contracts is during February 2012.  These items are not designated as hedges by the Company and are marked to market each period and offset by the foreign exchange gains (losses) resulting from the underlying exposures of the foreign currency denominated assets and liabilities.

The fair values of derivative financial instruments were as follows:
As of December 25, 2011:
   
Notional Amount
   
USD Equivalent
 
Balance Sheet Location
 
Fair value
 
Foreign exchange contracts
MXN
    5,500     $ 406  
Other current assets
  $ 9  
Interest rate swaps
USD
  $ 35,000     $ 35,000  
Other long-term liabilities
  $ (342 )
 
As of June 26, 2011:      
Notional Amount
     
USD Equivalent
  Balance Sheet Location    
Fair value
 
Foreign exchange contracts MXN    
9,200
    $
770
  Accrued expenses   $
(2
)
Interest rate swaps USD   $
25,000
    $
25,000
  Other long-term liabilities   $
(408
)

(MXN represents the Mexican Peso)

The fair values of the Company’s foreign exchange contracts and interest rate swaps are estimated by obtaining month-end market quotes for contracts with similar terms.

The effect of marked to market hedging derivative instruments was as follows:
     
For the Three Months Ended
 
     
December 25, 2011
   
December 26, 2010
 
Derivatives not designated as hedges:
Classification
           
Foreign exchange contracts – MXN/USD
Other operating (income) expense
  $ (11 )   $ 29  
Foreign exchange contracts – USD/$R
Other operating (income) expense
    (2 )     12  
Foreign exchange contracts – EU/USD
Other operating (income) expense
          (14 )
Total (gain) loss recognized in income
    $ (13 )   $ 27  

     
For the Six Months Ended
 
     
December 25, 2011
   
December 26, 2010
 
Derivatives not designated as hedges:
Classification
           
Foreign exchange contracts – MXN/USD
Other operating (income) expense
  $ (40 )   $ 47  
Foreign exchange contracts – USD/$R
Other operating (income) expense
    (2 )     27  
Foreign exchange contracts – EU/USD
Other operating (income) expense
          (252 )
Total (gain) loss recognized in income
    $ (42 )   $ (178 )
 
 
17

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

(EU represents the Euro; $R represents the Brazilian Real)

By entering into derivative instrument contracts, the Company exposes itself to counterparty credit risk.  The Company attempts to minimize this risk by selecting counterparties with investment grade credit ratings, limiting the amount of exposure to any single counterparty and regularly monitoring its market position with each counterparty.  The Company’s derivative instruments do not contain any credit-risk related contingent features.

21. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities
As of December 25, 2011, the Company did not have any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.  The following tables present the level within the fair value hierarchy used to measure certain financial assets and liabilities accounted for at fair value on a recurring basis:
As of December 25, 2011:
 
Level 1
   
Level 2
   
Level 3
 
Assets at fair value:
                 
Derivatives related to foreign exchange contracts
  $     $ 9     $  
Total assets at fair value
  $     $ 9     $  
                         
Liabilities at fair value:
                       
Derivatives related to interest rate swaps
          (342 )      
Total liabilities at fair value
  $     $ (342 )   $  

As of June 26, 2011:
 
Level 1
   
Level 2
   
Level 3
 
Liabilities at fair value:
                 
Derivatives related to foreign exchange contracts
          (2 )      
Derivatives related to interest rate swaps
          (408 )      
Total liabilities at fair value
  $     $ (410 )   $  

There were no financial instruments measured at fair value that were in an asset position at June 26, 2011.

The carrying amounts of cash and cash equivalents, receivables, accounts payable and accrued expenses approximated fair value as of December 25, 2011 and June 26, 2011 because of their short-term nature.  The carrying amount of the revolving credit facility approximated fair value as of December 25, 2011 and June 26, 2011 because the facility has a floating interest rate.  The fair value of the Company’s 2014 notes is based on the last traded price within the period and is considered a Level 2 measurement.  The estimated fair values and carrying amounts outstanding, including any current portions, are presented as follows:
   
December 25, 2011
   
June 26, 2011
 
2014 notes – estimated fair value
  $ 126,815     $ 138,402  
2014 notes – carrying amount
    123,722       133,722  

22. Restructuring Charges
On January 11, 2010, the Company announced the creation of Unifi Central America, Ltda. de C.V. (“UCA”).  With a base of operations established in El Salvador, UCA serves customers primarily in the Central American region.  The Company began dismantling and relocating certain polyester equipment from its Yadkinville, North Carolina facility to the region during the third quarter of fiscal year 2010 and completed the startup of the UCA manufacturing facility in the second quarter of fiscal year 2011. The costs incurred for equipment relocation costs to UCA and reinstalling previously idled texturing equipment to replace the manufacturing capacity at the Company’s Yadkinville, North Carolina facility were charged to restructuring expense as incurred.

The components of restructuring charges were as follows:
    For the Three Months Ended    
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Equipment relocation costs
  $     $ 555     $     $ 918  
Reinstallation costs
          628             628  
    Restructuring charges
  $     $ 1,183     $     $ 1,546  

 
18

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
23. Other Operating Expenses, Net
The components of other operating expenses, net were as follows:
   
For the Three Months Ended
   
For the Six Months Ended
   
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
   
Net (gain) loss on sale of assets
  $ (2 )   $ 118     $ 63     $ 53  
Foreign currency transaction losses (gains)
    78       (54 )     57       310  
Operating expenses for Repreve Renewables, LLC
    512             512        
Other, net
    (98 )     (48 )     (183 )     (104 )
Other operating expenses, net
  $ 490     $ 16     $ 449     $ 259  

24. Other Non-Operating (Income) Expense, Net
The components of other non-operating (income) expense, net were as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Refund of Brazilian non-income related tax
  $ (1,479 )   $     $ (1,479 )   $  
Unsuccessful bond refinancing
          450             450  
Other non-operating (income) expense, net
  $ (1,479 )   $ 450     $ (1,479 )   $ 450  

In the second quarter of fiscal year 2012, the Company’s Brazilian operation recorded a gain of $1,479 from a refund of non-income related taxes plus interest. In Brazil, indirect taxes applicable to the manufacturing industry are levied at the federal and state government levels. These indirect taxes levied include PIS/COFINS which is a federal tax levied on an entity’s gross revenues.  During the 2000-2004 tax years, this tax was incorrectly levied on the interest income of manufacturing companies and was subsequently challenged in the Brazilian courts.  In the December quarter, the Company was informed that the taxes charged would be refunded with interest.  As of the end of the second quarter of fiscal year 2012, the Company has recorded a current asset of $999 for the remaining refunds due under this settlement.

In the second quarter of fiscal year 2011, the Company recorded $450 for costs associated with an unsuccessful bond refinancing.

25. Investments in Unconsolidated Affiliates and Variable Interest Entities
Parkdale America, LLC
In June 1997, the Company and Parkdale Mills, Inc. (“Mills”) entered into a Contribution Agreement that set forth the terms and conditions by which the two companies contributed all of the assets of their spun cotton yarn operations utilizing open-end and air-jet spinning technologies to create Parkdale America, LLC (“PAL”).  In exchange for its contribution, the Company received a 34% ownership interest in PAL which is accounted for using the equity method of accounting.  PAL’s fiscal year end is the Saturday nearest to December 31 and is a limited liability company treated as a partnership for income tax reporting purposes.  PAL is a producer of cotton and synthetic yarns for sale to the textile and apparel markets located throughout North and South America.  PAL has 13 manufacturing facilities located primarily in North Carolina.  According to its most recently issued audited financial statements, PAL’s five largest customers accounted for approximately 80% of total gross sales and 75% of total gross accounts receivable outstanding.

In August 2008, a federal government program commenced providing economic adjustment assistance to domestic users of upland cotton.  The program offers a subsidy for cotton consumed in domestic production and the subsidy is paid the month after the eligible cotton is consumed.  The subsidy must be used within eighteen months after the marketing year earned to purchase qualifying capital expenditures in the U.S. for production of goods from upland cotton.  The marketing year is from August 1 to July 31.  The program provides a subsidy of four cents per pound through July 31, 2012 and three cents per pound thereafter.  The Company recognizes its share of PAL’s income for the cotton subsidy when the cotton has been consumed and the qualifying assets have been acquired with an appropriate allocation methodology considering the dual criteria of the subsidy.

On October 28, 2009, PAL acquired certain real property and machinery and equipment, as well as entered into lease agreements for certain real property, machinery and equipment, which constitute most of the yarn manufacturing operations of Hanesbrands Inc. (“HBI”).  PAL also entered into a yarn supply agreement with HBI to supply at least 95% of the yarn used in the manufacturing of its apparel products at any of its locations in North America, Central America or the Caribbean Basin for a six-year period with an option for HBI to extend the agreement for two additional three-year periods.

On March 30, 2011, PAL amended its revolving credit facility to increase the maximum borrowing capacity from one hundred million to two hundred million dollars and extend the maturity date from October 28, 2012 to July 31, 2014.  PAL’s revolving credit facility charges a variable interest rate based on either the prime rate or LIBOR rate plus an applicable percentage.  PAL’s revolving credit facility also has covenants in place such as an annual limit on capital expenditures, a minimum fixed-charge coverage ratio and a minimum leverage ratio. PAL informed the Company that as of December 2011, PAL’s outstanding borrowings on the revolving credit facility were one hundred million dollars and PAL was in compliance with all debt covenants.
 
 
19

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

PAL is subject to price risk related to fixed-price yarn sales.  To protect the gross margin of these sales, PAL may enter into cotton futures to manage changes in raw material costs.  The derivative instruments used are listed and traded on an exchange and are thus valued using quoted prices classified within Level 1 of the fair value hierarchy.  PAL may also designate certain futures contracts as cash flow hedges with the effective portion of gains and losses recorded in accumulated other comprehensive income until the underlying transactions are recognized in income.  As of December 2011, PAL’s accumulated other comprehensive income was comprised of losses related to futures contracts totaling $2,104.  All of PAL’s other derivatives not designated as hedges or the ineffective portion of any designated hedges are marked to market each period with the changes in fair value recognized in current period earnings.  In addition, PAL may enter into forward contracts for certain cotton purchases, which qualify as derivative instruments.  However, these contracts meet the applicable criteria to qualify for the “normal purchases or normal sales” exemption.

As of December 25, 2011, the Company’s investment in PAL was $85,374 and is shown within Investments in unconsolidated affiliates in the Condensed Consolidated Balance Sheets.  The reconciliation between the Company’s share of the underlying equity of PAL and its investment is as follows:
Underlying equity at December 2011
  $ 104,285  
Initial excess capital contributions
    53,363  
Impairment charge recorded in fiscal year 2007
    (74,106 )
Anti-trust lawsuit against PAL in which the Company did not participate
    2,652  
EAP adjustments
    (820 )
Investment at December 2011
  $ 85,374  

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

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

In conjunction with the formation of UNF America, the Company entered into a supply agreement with UNF and UNF America whereby the Company agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNF America.  The agreement has no stated minimum purchase quantities.  Pricing under this supply agreement is negotiated every six months, based on market rates.  As of December 25, 2011, the Company’s open purchase orders related to this agreement were $2,212.

The Company’s raw material purchases under this supply agreement consist of the following:
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
UNF
  $ 7,862     $ 11,292  
UNF America
    7,069       9,862  
Total
  $ 14,931     $ 21,154  

As of December 25, 2011 and June 26, 2011, the Company had combined outstanding accounts payable due to UNF and UNF America of $1,974 and $4,124, respectively.

As of December 2011, the Company’s combined investments in UNF and UNF America were $3,846 and are shown within Investments in unconsolidated affiliates in the Condensed Consolidated Balance Sheets.  The financial results of UNF and UNF America are included in the Company’s financial statements with a one month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with the Company’s accounting policy.  The Company has determined that UNF and UNF America are variable interest entities (“VIEs”), the Company is the primary beneficiary and, under U.S. GAAP, the Company should consolidate the two entities.  As the Company purchases substantially all of the output from the two entities, and, as the two entities’ balance sheets constitute less than 2.0% of the Company’s current assets, total assets and total liabilities, the Company has not included the accounts of UNF and UNF America in its consolidated financial statements. Other than the supply agreement discussed above, the Company does not provide any other commitments or guarantees related to either UNF or UNF America.

Unaudited, condensed balance sheet and income statement information for the Company’s unconsolidated affiliates is as follows.  As PAL is defined as significant, its information is separately disclosed.  The operating results of Renewables are included through the end of the Company’s first quarter of fiscal year 2012, thereafter Renewables’ results have been consolidated.
 
 
20

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
   
As of December 25, 2011
 
   
PAL
   
Other
   
Total
 
Current assets
  $ 317,644     $ 10,384     $ 328,028  
Noncurrent assets
    140,647       809       141,456  
Current liabilities
    42,529       3,872       46,401  
Noncurrent liabilities
    109,041             109,041  
Shareholders’ equity and capital accounts
    306,721       7,321       314,042  
                         
The Company’s portion of undistributed earnings
    16,146       1,003       17,149  

   
As of June 26, 2011
 
   
PAL
   
Other
   
Total
 
Current assets
  $ 398,338     $ 13,405     $ 411,743  
Noncurrent assets
    155,505       9,588       165,093  
Current liabilities
    100,284       5,588       105,872  
Noncurrent liabilities
    154,054             154,054  
Shareholders’ equity and capital accounts
    299,505       17,405       316,910  

   
For the Three Months Ended December 25, 2011
 
   
PAL
   
Other
   
Total
 
Net sales
  $ 270,810     $ 6,590     $ 277,400  
Gross profit
    10,549       339       10,888  
Income (loss) from operations
    3,093       (86 )     3,007  
Net income (loss)
    1,980       (75 )     1,905  
Depreciation and amortization expense
    8,942       25       8,967  
                         
Cash received by PAL under EAP program
    5,144             5,144  
Earnings recognized by PAL for EAP program
    4,964             4,964  
                         
Dividends and cash distributions received
                 

   
For the Three Months Ended December 26, 2010
 
   
PAL
   
Other
   
Total
 
Net sales
  $ 212,357     $ 10,575     $ 222,932  
Gross profit
    16,871       2,007       18,878  
Income from operations
    13,342       1,223       14,565  
Net income
    13,011       879       13,890  
Depreciation and amortization expense
    8,331       341       8,672  
                         
Cash received by PAL under EAP program
    7,387             7,387  
Earnings recognized by PAL for EAP program
    8,001             8,001  
                         
Dividends and cash distributions received
                 
 
 
21

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
   
For the Six Months Ended December 25, 2011
 
   
PAL
   
Other
   
Total
 
Net sales
  $ 616,885     $ 16,857     $ 633,742  
Gross profit
    23,626       1,002       24,628  
Income (loss) from operations
    14,209       (287 )     13,922  
Net income (loss)
    13,305       (319 )     12,986  
Depreciation and amortization expense
    18,237       81       18,318  
                         
Cash received by PAL under EAP program
    11,316             11,316  
Earnings recognized by PAL for EAP program
    10,920             10,920  
                         
Dividends and cash distributions received
    2,005             2,005  

   
For the Six Months Ended December 26, 2010
 
   
PAL
   
Other
   
Total
 
Net sales
  $ 422,158     $ 22,151     $ 444,309  
Gross profit
    43,963       4,015       47,978  
Income from operations
    37,252       2,485       39,737  
Net income
    38,403       1,866       40,269  
Depreciation and amortization expense
    14,875       683       15,558  
                         
Cash received by PAL under EAP program
    14,511             14,511  
Earnings recognized by PAL for EAP program
    26,377             26,377  
                         
Dividends and cash distributions received
    2,532             2,532  

26. Commitments and Contingencies
Environmental
On September 30, 2004, the Company completed its acquisition of the polyester filament manufacturing assets located in Kinston, North Carolina from INVISTA S.a.r.l. (“INVISTA”).  The land for the Kinston site was leased pursuant to a 99 year ground lease (“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 (“EPA”) and the North Carolina Department of Environment and Natural Resources (“DENR”) pursuant to the Resource Conservation and Recovery Act Corrective Action program.  The Corrective Action program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of contamination at the identified AOCs and clean it up to comply with applicable regulatory standards.  Effective March 20, 2008, the Company entered into a Lease Termination Agreement associated with conveyance of certain assets at Kinston to DuPont.  This agreement terminated the Ground Lease and relieved the Company of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to the Company’s period of operation of the Kinston site.  However, the Company continues to own a satellite service facility acquired in the INVISTA transaction that has contamination from DuPont’s operations and is monitored by DENR.  This site has been remediated by DuPont and DuPont has received authority from DENR to discontinue remediation, other than natural attenuation.  DuPont’s duty to monitor and report to DENR will be transferred to the Company in the future, at which time DuPont must pay the Company for seven years of monitoring and reporting costs and the Company will assume responsibility for any future remediation and monitoring of the site.  At this time, the Company has no basis to determine if and when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.

Litigation
Certain claims were made against the Company for its alleged use of non-compliant “Berry Amendment” nylon POY in yarns that it sold to a customer that purportedly were used to manufacture certain U.S. military garments (the “Military Claims”).  The Company understands that the military garments manufactured from the Company’s yarns have been accepted by the relevant branches of the U.S. Military pursuant to the terms of a domestic non-availability determination (a “DNAD”).  The Company does not believe that it will incur any additional claims or liability in relation to the Military Claims and, accordingly, it has reversed its accrual for this contingency.

27. Related Party Transactions
During fiscal year 2012, the Company has had sales to Cupron Medical, Inc. (“Cupron”).  Mr. William J. Armfield, IV, is a member of the Company’s Board and is a current shareholder of Cupron.  On December 19, 2011, the Company and Dillon entered into an amendment of an existing sales and service agreement.  The amendment provides for a one year term and consideration of $106 paid quarterly.  Mr. Mitchel Weinberger is a member of the Company’s Board and the President and Chief Operating Officer of Dillon.  For a discussion of the nature of all other related party relationships see “Footnote 27. Related Party Transactions” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2011.

 
22

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
Related party receivables and payables consist of the following:
   
December 25, 2011
   
June 26, 2011
 
Related Party Receivables:
           
Dillon Yarn Corporation
  $ 9     $ 6  
Cupron Medical, Inc.
    (2 )      
American Drawtech Company, Inc.
    302       506  
Total related party receivables (included within receivables, net)
  $ 309     $ 512  
Related Party Payables:
               
Dillon Yarn Corporation
  $ 162     $ 276  
American Drawtech Company, Inc.
          11  
Salem Leasing Corporation
    241       280  
Total related party payables (included within accounts payable)
  $ 403     $ 567  

Related party transactions were as follows:
 
      For the Three Months Ended  
Affiliated Entity Transaction Type  
December 25, 2011
   
December 26, 2010
 
Dillon Yarn Corporation
Costs under Sales Service Agreement
  $ 288     $ 398  
Dillon Yarn Corporation
Sales
    82       16  
Dillon Yarn Corporation
Yarn Purchases
    659       488  
American Drawtech Company
Sales
    844       703  
American Drawtech Company
Yarn Purchases
    20       41  
Salem Leasing Corporation
Transportation Equipment Costs
    778       979  
Cupron Medical, Inc.
Sales
          10  

 
     
For the Six Months Ended
 
Affiliated Entity Transaction Type  
December 25, 2011
   
December 26, 2010
 
Dillon Yarn Corporation
Costs under Sales Service Agreement
  $ 569     $ 766  
Dillon Yarn Corporation
Sales
    103       21  
Dillon Yarn Corporation
Yarn Purchases
    1,249       1,081  
American Drawtech Company
Sales
    2,045       1,241  
American Drawtech Company
Yarn Purchases
    42       69  
Salem Leasing Corporation
Transportation Equipment Costs
    1,531       1,763  
Cupron Medical, Inc.
Sales
    96       10  

28. Business Segment Information
The Company has three operating segments which are also its reportable segments.  Each reportable segment derives its revenues as follows:
 
·
The polyester segment manufactures recycled Chip, POY, textured, dyed, twisted and beamed yarns with sales to other yarn manufacturers, knitters and weavers that produce yarn and/or fabric for the apparel, automotive upholstery, hosiery, home furnishings, industrial and other end-use markets.  The polyester segment consists of manufacturing operations in the U.S. and El Salvador.
 
·
The nylon segment manufactures textured nylon and covered spandex yarns with sales to knitters and weavers that produce fabric for the apparel, hosiery, sock and other end-use markets.  The nylon segment consists of manufacturing operations in the U.S. and Colombia.
 
·
The international segment’s products include textured polyester and various types of resale yarns. The international segment sells its yarns to knitters and weavers that produce fabric for the apparel, automotive upholstery, home furnishings, industrial and other end-use markets primarily in the South American and Asian regions.  The segment includes manufacturing and sales offices in Brazil and a sales office in China.

The Company evaluates the operating performance of its segments based upon Segment Adjusted Profit which is defined as segment gross profit plus segment depreciation and amortization less segment related SG&A net of segment employee severance.  Segment operating profit represents segment net sales less cost of sales, restructuring and impairment charges and SG&A expenses.  The accounting policies for the segments are consistent with the Company’s accounting policies.  Intersegment sales are accounted for at current market prices.  Selected financial information for the Polyester, Nylon and International segments is presented below:
 
 
23

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 95,105     $ 85,684     $ 187,633     $ 171,271  
Nylon
    38,817       36,814       79,777       80,987  
International
    33,188       39,641       70,713       84,973  
Segment sales to external customers
  $ 167,110     $ 162,139     $ 338,123     $ 337,231  

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 438     $ 1,745     $ 890     $ 2,579  
Nylon
    219       433       227       922  
International
    560       213       561       612  
Intersegment sales
  $ 1,217     $ 2,391     $ 1,678     $ 4,113  

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ (4,316 )   $ 119     $ (6,690 )   $ 730  
Nylon
    2,312       2,629       4,554       6,543  
International
    1,900       4,398       3,491       9,546  
Segment operating (loss) profit
    (104 )     7,146       1,355       16,819  
Provision for bad debts
    357       86       562       45  
Other operating expenses, net
    490       16       449       259  
Consolidated operating (loss) income
    (951 )     7,044       344       16,515  
Interest income
    (495 )     (668 )     (1,142 )     (1,411 )
Interest expense
    4,222       5,062       8,602       10,331  
Loss on extinguishment of debt
                462       1,144  
Other non-operating (income) expenses
    (1,479 )     450       (1,479 )     450  
Equity in earnings of unconsolidated affiliates
    (844 )     (5,039 )     (4,303 )     (13,990 )
Loss on previously held equity interest in Repreve Renewables, LLC
    3,656             3,656        
(Loss) income before income taxes
  $ (6,011 )   $ 7,239     $ (5,452 )   $ 19,991  

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 4,735     $ 4,745     $ 9,534     $ 9,475  
Nylon
    770       836       1,553       1,689  
International
    926       891       1,899       1,793  
Segment depreciation and amortization expense
    6,431       6,472       12,986       12,957  
Depreciation and amortization included in other operating (income) expense
    31       5       37       8  
Amortization included in interest expense
    224       247       445       501  
Consolidated depreciation and amortization expense
  $ 6,686     $ 6,724     $ 13,468     $ 13,466  

 
24

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $     $ 1,183     $     $ 1,546  
Nylon
                       
International
                       
Segment restructuring charges
  $     $ 1,183     $     $ 1,546  

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 419     $ 6,047     $ 2,844     $ 11,751  
Nylon
    3,082       3,465       6,107       8,232  
International ¹
    2,930       5,289       5,494       11,339  
Segment adjusted profit
  $ 6,431     $ 14,801     $ 14,445     $ 31,322  
¹ excludes $104 of employee severance recorded as SG&A in the December 2011 quarter-to-date and year-to-date periods.

   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 1,488     $ 5,478     $ 1,677     $ 8,521  
Nylon
    119       57       190       428  
International
    202       2,041       1,007       3,964  
Segment capital expenditures
    1,809       7,576       2,874       12,913  
Unallocated corporate capital expenditures
    328       253       385       411  
Consolidated capital expenditures
  $ 2,137     $ 7,829     $ 3,259     $ 13,324  

   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 203,996     $ 209,165  
Nylon
    73,699       82,612  
International
    98,874       116,793  
Segment assets
    376,569       408,570  
All other current assets
    3,898       1,594  
Unallocated corporate PP&E
    9,846       8,750  
All other non-current assets
    3,075       4,011  
Investments in unconsolidated affiliates
    89,220       91,873  
Consolidated assets
  $ 482,608     $ 514,798  

29. Subsequent Events
The Company evaluated all events and material transactions for potential recognition or disclosure through such time as these statements were filed with the Securities and Exchange Commission and determined there were no other items deemed reportable.

30. Supplemental Cash Flow Information
Cash payments for interest and taxes were as follows:
 
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
Interest, net of capitalized interest
  $ 8,343     $ 9,973  
Income taxes, net of refunds
    1,867       3,355  

 
25

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
31. Condensed Consolidating Financial Statements
In accordance with the Indenture governing the Company’s 2014 notes, certain of the Company’s subsidiaries have guaranteed the notes, jointly and severally, on a senior secured basis.

The following presents the condensed consolidating financial statements separately for:
 
·
Parent company, the issuer of the guaranteed obligations;
 
·
Guarantor subsidiaries, on a combined basis, as specified in the Indenture;
 
·
Non-guarantor subsidiaries, on a combined basis;
 
·
Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions, (b) eliminate intercompany profit in inventory, (c) eliminate investments in its subsidiaries and (d) record consolidating entries; and
 
·
Parent company, on a consolidated basis.

Each subsidiary guarantor is 100% owned by Unifi, Inc. or its wholly-owned subsidiary, Unifi Manufacturing, Inc. and all guarantees are full and unconditional.  The non-guarantor subsidiaries predominantly represent the foreign subsidiaries which do not guarantee the 2014 notes.  Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements.  Supplemental financial information for the Company and its guarantor subsidiaries and non-guarantor subsidiaries for the 2014 notes is presented below.

 
26

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
Balance Sheet Information as of December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
ASSETS                                        
Cash and cash equivalents
  $ 3,528     $ (3,320 )   $ 24,469     $     $ 24,677  
Receivables, net
          63,321       20,880             84,201  
Intercompany accounts receivable
    228,091       (221,505 )     1,258       (7,844 )      
Inventories
          76,072       38,108             114,180  
Income taxes receivable
    128             193             321  
Deferred income taxes
    2,755             1,186             3,941  
Other current assets
    79       1,429       4,937             6,445  
Total current assets
    234,581       (84,003 )     91,031       (7,844 )     233,765  
                                         
Property, plant and equipment, net
    8,761       105,553       23,610             137,924  
Deferred income taxes
                724             724  
Intangible assets, net
          10,442       8,568       (8,052 )     10,958  
Investments in unconsolidated affiliates
          85,374       3,743       103       89,220  
Investments in consolidated subsidiaries
    428,703                   (428,703 )      
Intercompany notes receivable
                19,897       (19,897 )      
Other non-current assets
    2,986       3,090       3,941             10,017  
Total assets
  $ 675,031     $ 120,456     $ 151,514     $ (464,393 )   $ 482,608  
                                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                                        
Accounts payable
  $ 32     $ 24,055     $ 4,863     $     $ 28,950  
Intercompany accounts payable
    234,747       (234,338 )     7,300       (7,709 )      
Accrued expenses
    1,800       6,615       2,087             10,502  
Income taxes payable
                955             955  
Current portion of long-term debt
          356                   356  
Total current liabilities
    236,579       (203,312 )     15,205       (7,709 )     40,763  
                                         
Long-term debt
    158,722                         158,722  
Intercompany notes payable
                19,897       (19,897 )      
Other long-term liabilities
    342       2,695       972             4,009  
Deferred income taxes
    2,755             127             2,882  
Total liabilities
    398,398       (200,617 )     36,201       (27,606 )     206,376  
Total Unifi, Inc. shareholders’ equity
    275,722       321,073       115,313       (436,787 )     275,321  
Non-controlling interest
    911                         911  
Total shareholders’ equity
    276,633       321,073       115,313       (436,787 )     276,232  
Total liabilities and shareholders’ equity
  $ 675,031       120,456       151,514       (464,393 )   $ 482,608  

 
27

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
Balance Sheet Information as of June 26, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
ASSETS                              
Cash and cash equivalents
  $ 1,656     $ 323     $ 25,511     $     $ 27,490  
Receivables, net
          69,800       30,375             100,175  
Intercompany accounts receivable
    3       6,755       500       (7,258 )      
Inventories
          84,193       50,690             134,883  
Income taxes receivable
    419             159             578  
Deferred income taxes
    3,482             2,230             5,712  
Other current assets
    122       588       4,521             5,231  
Total current assets
    5,682       161,659       113,986       (7,258 )     274,069  
                                         
Property, plant and equipment, net
    8,889       114,510       27,628             151,027  
Intangible assets, net
          11,612                   11,612  
Investments in unconsolidated affiliates
          82,955       8,303             91,258  
Investments in consolidated subsidiaries
    456,288                   (456,288 )      
Intercompany notes receivable
                16,545       (16,545 )      
Other non-current assets
    3,619       3,048       2,743             9,410  
Total assets
  $ 474,478     $ 373,784     $ 169,205     $ (480,091 )   $ 537,376  
                                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                                        
Accounts payable
  $ 164     $ 35,207     $ 7,471     $     $ 42,842  
Intercompany accounts payable
    409             6,849       (7,258 )      
Accrued expenses
    2,037       11,717       3,741             17,495  
Income taxes payable
                421             421  
Current portion of long-term debt
          342                   342  
Total current liabilities
    2,610       47,266       18,482       (7,258 )     61,100  
                                         
Long-term debt
    168,322                         168,322  
Intercompany notes payable
                16,545       (16,545 )      
Other long-term liabilities
    409       2,562       1,036             4,007  
Deferred income taxes
    3,482             810             4,292  
Total liabilities
    174,823       49,828       36,873       (23,803 )     237,721  
Shareholders’ equity
    299,655       323,956       132,332       (456,288 )     299,655  
Total liabilities and shareholders’ equity
  $ 474,478     $ 373,784     $ 169,205     $ (480,091 )   $ 537,376  

 
28

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

Statement of Operations Information for the Three Months Ended December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $     $ 123,050     $ 44,692     $ (632 )   $ 167,110  
Cost of sales
          116,324       40,733       (829 )     156,228  
Gross profit
          6,726       3,959       197       10,882  
Equity in subsidiaries
    6,607                   (6,607 )      
Selling, general and administrative expenses
          8,406       2,580             10,986  
Provision (benefit) for bad debts
          377       (20 )           357  
Other operating (income) expenses, net
    (4,344 )     4,255       585       (6 )     490  
Operating (loss) income
    (2,263 )     (6,312 )     814       6,810       (951 )
Interest income
          (62 )     (624 )     191       (495 )
Interest expense
    4,211       11       191       (191 )     4,222  
Other non-operating (income) expenses
                (1,479 )           (1,479 )
Equity in (earnings) losses of unconsolidated affiliates
          (667 )     56       (233 )     (844 )
Loss on previously held equity interest in Repreve Renewables, LLC
                3,656             3,656  
(Loss) income before income taxes
    (6,474 )     (5,594 )     (986 )     7,043       (6,011 )
Provision for income taxes
    1,343             463             1,806  
Net (loss) income including non-controlling interest
    (7,817 )     (5,594 )     (1,449 )     7,043       (7,817 )
Less: net (loss) attributable to non-controlling interest
    (209 )           (209 )     209       (209 )
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )   $ (5,594 )   $ (1,240 )   $ 6,834     $ (7,608 )


Statement of Comprehensive (Loss) Income Information for the Three Months Ended December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net (loss) income including non-controlling interest.
  $ (7,817 )   $ (5,594 )   $ (1,449 )   $ 7,043     $ (7,817 )
                                         
Other comprehensive (loss) income (net of tax):
                                       
Foreign currency translation adjustments
    (1,107 )           (1,107 )     1,107       (1,107 )
Gain on cash flow hedges
    966       822             (822 )     966  
Other comprehensive (loss) income
    (141 )     822       (1,107 )     285       (141 )
Comprehensive (loss) income including non-controlling interest
    (7,958 )     (4,772 )     (2,556 )     7,328       (7,958 )
Less: comprehensive (loss) attributable to non-controlling interest
    (209 )           (209 )     209       (209 )
Comprehensive (loss) income attributable to Unifi, Inc.
  $ (7,749 )   $ (4,772 )   $ (2,347 )   $ 7,119     $ (7,749 )

 
29

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

Statement of Operations Information for the Three Months Ended December 26, 2010:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $     $ 114,383     $ 48,148     $ (392 )   $ 162,139  
Cost of sales
          101,814       41,447       (612 )     142,649  
Gross profit
          12,569       6,701       220       19,490  
Equity in subsidiaries
    (5,675 )                 5,675        
Selling, general and administrative expenses
          8,100       3,061             11,161  
Provision (benefit) for bad debts
          90       (4 )           86  
Restructuring charges
          1,183                   1,183  
Other operating (income) expenses, net
    (5,663 )     4,745       10       924       16  
Operating income (loss)
    11,338       (1,549 )     3,634       (6,379 )     7,044  
Interest income
          (64 )     (807 )     203       (668 )
Interest expense
    5,118       17       130       (203 )     5,062  
Other non-operating expenses
    450                         450  
Equity in (earnings) losses of unconsolidated affiliates
          (4,423 )     (601 )     (15 )     (5,039 )
Income (loss) before income taxes
    5,770       2,921       4,912       (6,364 )     7,239  
Provision for income taxes
    385             1,469             1,854  
Net income (loss) including non-controlling interest
    5,385       2,921       3,443       (6,364 )     5,385  
Less: net (loss) attributable to non-controlling interest
                             
Net income (loss) attributable to Unifi, Inc.
  $ 5,385     $ 2,921     $ 3,443     $ (6,364 )   $ 5,385  


Statement of Comprehensive Income (Loss) Information for the Three Months Ended December 26, 2010:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net income (loss) including non-controlling interest.
  $ 5,385     $ 2,921     $ 3,443     $ (6,364 )   $ 5,385  
                                         
Other comprehensive income (loss) (net of tax):
                                       
Foreign currency translation adjustments
    1,446             1,446       (1,446 )     1,446  
Gain on cash flow hedges
    6,727       6,727             (6,727 )     6,727  
Other comprehensive income (loss)
    8,173       6,727       1,446       (8,173 )     8,173  
Comprehensive income (loss) including non-controlling interest
    13,558       9,648       4,889       (14,537 )     13,558  
Less: comprehensive (loss) attributable to non-controlling interest
                             
Comprehensive income (loss) attributable to Unifi, Inc.
  $ 13,558       9,648       4,889       (14,537 )     13,558  

 
30

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
Statement of Operations Information for the Six Months Ended December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $     $ 246,970     $ 91,785     $ (632 )   $ 338,123  
Cost of sales
          232,534       83,878       (1,001 )     315,411  
Gross profit
          14,436       7,907       369       22,712  
Equity in subsidiaries
    6,571                   (6,571 )      
Selling, general and administrative expenses
          16,190       5,167             21,357  
Provision (benefit) for bad debts
          615       (53 )           562  
Other operating (income) expenses, net
    (9,267 )     9,192       522       2       449  
Operating income (loss)
    2,696       (11,561 )     2,271       6,938       344  
Interest income
          (124 )     (1,369 )     351       (1,142 )
Interest expense
    8,574       28       351       (351 )     8,602  
Loss on extinguishment of debt
    462                         462  
Other non-operating income
                (1,479 )           (1,479 )
Equity in (earnings) losses of unconsolidated affiliates
          (4,494 )     123       68       (4,303 )
Loss on previously held equity interest in Repreve Renewables, LLC
                3,656             3,656  
(Loss) income before income taxes
    (6,340 )     (6,971 )     989       6,870       (5,452 )
Provision for income taxes
    1,191             888             2,079  
Net (loss) income including non-controlling interest
    (7,531 )     (6,971 )     101       6,870       (7,531 )
Less: net (loss) attributable to non-controlling interest
    (209 )           (209 )     209       (209 )
Net (loss) income attributable to Unifi, Inc.
  $ (7,322 )   $ (6,971 )   $ 310     $ 6,661     $ (7,322 )


Statement of Comprehensive (Loss) Income Information for the Six Months Ended December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net (loss) income including non-controlling interest.
  $ (7,531 )   $ (6,971 )   $ 101     $ 6,870     $ (7,531 )
                                         
Other comprehensive (loss) income (net of tax):
                                       
Foreign currency translation adjustments
    (18,332 )           (18,332 )     18,332       (18,332 )
Loss on cash flow hedges
    (3 )     (70 )           70       (3 )
Other comprehensive (loss) income
    (18,335 )     (70 )     (18,332 )     18,402       (18,335 )
Comprehensive (loss) income including non-controlling interest
    (25,866 )     (7,041 )     (18,231 )     25,272       (25,866 )
Less: comprehensive (loss) attributable to non-controlling interest
    (209 )           (209 )     209       (209 )
Comprehensive (loss) income attributable to Unifi, Inc.
  $ (25,657 )   $ (7,041 )   $ (18,022 )   $ 25,063     $ (25,657 )

 
31

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
Statement of Operations Information for the Six Months Ended December 26, 2010:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net sales
  $     $ 236,441     $ 101,580     $ (790 )   $ 337,231  
Cost of sales
          209,185       88,095       (1,085 )     296,195  
Gross profit
          27,256       13,485       295       41,036  
Equity in subsidiaries
    (17,003 )                 17,003        
Selling, general and administrative expenses
          16,290       6,381             22,671  
Provision (benefit) for bad debts
          (202 )     247             45  
Restructuring charges
          1,546                   1,546  
Other operating (income) expenses, net
    (12,067 )     9,916       560       1,850       259  
Operating income (loss)
    29,070       (294 )     6,297       (18,558 )     16,515  
Interest income
          (130 )     (1,484 )     203       (1,411 )
Interest expense
    10,274       34       226       (203 )     10,331  
Loss on extinguishment of debt
    1,144                         1,144  
Other non-operating expenses
    450                         450  
Equity in (earnings) losses of unconsolidated affiliates
          (13,057 )     (1,195 )     262       (13,990 )
Income (loss) before income taxes
    17,202       12,859       8,750       (18,820 )     19,991  
Provision for income taxes
    1,582             2,789             4,371  
Net income (loss) including non-controlling interest
  $ 15,620     $ 12,859     $ 5,961     $ (18,820 )   $ 15,620  
Less: net (loss) attributable to non-controlling interest
                             
Net income (loss) attributable to Unifi, Inc.
  $ 15,620     $ 12,859     $ 5,961     $ (18,820 )   $ 15,620  


Statement of Comprehensive Income (Loss) Information for the Six Months Ended December 26, 2010:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Net income (loss) including non-controlling interest.
  $ 15,620     $ 12,859     $ 5,961     $ (18,820 )   $ 15,620  
                                         
Other comprehensive income (loss) (net of tax):
                                       
Foreign currency translation adjustments
    8,153             8,153       (8,153 )     8,153  
Gain on cash flow hedges
    6,727       6,727             (6,727 )     6,727  
Other comprehensive income (loss)
    14,880       6,727       8,153       (14,880 )     14,880  
Comprehensive income (loss) including non-controlling interest
    30,500       19,586       14,114       (33,700 )     30,500  
Less: comprehensive (loss) attributable to non-controlling interest
                             
Comprehensive income (loss) attributable to Unifi, Inc.
  $ 30,500     $ 19,586     $ 14,114     $ (33,700 )   $ 30,500  
 
 
32

 
 
Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)
 
Statements of Cash Flows Information for Six Months Ended December 25, 2011:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Operating activities:
                             
Net cash provided by (used in) operating activities
  $ 3,451     $ (2,950 )   $ 13,771     $ 30     $ 14,302  
                                         
Investing activities:
                                       
Capital expenditures
    (56 )     (790 )     (2,421 )     8       (3,259 )
Investments in unconsolidated affiliates
                (360 )           (360 )
Acquisition of controlling interest in Repreve Renewables, LLC, net of cash acquired
                (356 )           (356 )
Proceeds from sale of assets
          97       92       (8 )     181  
Proceeds from return of split dollar life insurance premiums
    14                         14  
Net cash used in investing activities
    (42 )     (693 )     (3,045 )           (3,780 )
                                         
Financing activities:
                                       
Payments of notes payable
    (10,288 )                       (10,288 )
Payments on revolving credit facility
    (92,400 )                       (92,400 )
Proceeds from borrowings on revolving credit facility
    92,800                         92,800  
Proceeds from stock option exercises
    60                         60  
Contributions from non-controlling interest
                120             120  
Cash dividend paid
    8,291             (8,291 )            
Net cash used in financing activities
    (1,537 )           (8,171 )           (9,708 )
                                         
Effect of exchange rate changes on cash and cash equivalents
                (3,597 )     (30 )     (3,627 )
                                         
Net (decrease) increase in cash and cash equivalents
    1,872       (3,643 )     (1,042 )           (2,813 )
Cash and cash equivalents at beginning of the year
    1,656       323       25,511             27,490  
Cash and cash equivalents at end of the period
  $ 3,528     $ (3,320 )   $ 24,469     $     $ 24,677  

 
33

 

Unifi, Inc.
Notes to Condensed Consolidated Financial Statements – (Continued)
(amounts in thousands, except per share amounts)

Statements of Cash Flows Information for Six Months Ended December 26, 2010:

   
Parent
   
Guarantor Subsidiaries
   
Non-Guarantor Subsidiaries
   
Eliminations
   
Consolidated
 
Operating activities:
                             
Net cash provided by operating activities
  $ 6,464     $ 4,031     $ 3,940     $ 86     $ 14,521  
                                         
Investing activities:
                                       
Capital expenditures
          (8,538 )     (4,786 )           (13,324 )
Investments in unconsolidated affiliates
                143             143  
Proceeds from sale of assets
          6       179             185  
Proceeds from split dollar life insurance premiums
    3,241                         3,241  
Net cash provided by (used in) investing activities
    3,241       (8,532 )     (4,464 )           (9,755 )
                                         
Financing activities:
                                       
Payments of notes payable
    (15,862 )                       (15,862 )
Payments on revolving credit facility
    (77,225 )                       (77,225 )
Proceeds from borrowings on revolving credit facility
    77,225                         77,225  
Proceeds from stock option exercises
    68                         68  
Purchase and retirement of Company stock
    (2 )                       (2 )
Debt financing fees
    (825 )                       (825 )
Net cash used in financing activities
    (16,621 )                       (16,621 )
                                         
Effect of exchange rate changes on cash and cash equivalents
                2,435       (86 )     2,349  
                                         
Net (decrease) increase in cash and cash equivalents
    (6,916 )     (4,501 )     1,911             (9,506 )
Cash and cash equivalents at beginning of the year
    9,938       1,832       30,921             42,691  
Cash and cash equivalents at end of the period
  $ 3,022     $ (2,669 )   $ 32,832     $     $ 33,185  
RDGXBRLParseEnd
 
34

 

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 the Company’s operations and material changes in financial condition during the periods included in the accompanying Condensed Consolidated Financial Statements.

Forward-Looking Statements
The following discussion contains certain forward-looking statements about the Company’s financial condition and results of operations.

Forward-looking statements are those that do not relate solely to historical fact.  They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events.  They may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will,” or words or phrases of similar meaning.  They may relate to, among other things, the risks described below:
 
·
the competitive nature of the textile industry and the impact of worldwide 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, such as recession and other economic and political factors over which the Company has no control;
 
·
changes in consumer spending, customer preferences, fashion trends and end-uses;
 
·
the ability to reduce production costs;
 
·
changes in currency exchange rates, interest and inflation rates;
 
·
the financial condition of the Company’s customers;
 
·
the ability to sell excess assets;
 
·
technological advancements and the continued availability of financial resources to fund capital expenditures;
 
·
the operating performance of joint ventures, alliances and other equity investments;
 
·
the accurate financial reporting of information from equity method investees;
 
·
the impact of environmental, health and safety regulations;
 
·
the loss of a material customer(s);
 
·
the ability to protect intellectual property;
 
·
employee relations;
 
·
volatility of financial and credit markets;
 
·
the continuity of the Company’s leadership;
 
·
availability of and access to credit on reasonable terms; and
 
·
the success of the Company’s strategic business initiatives.

These forward-looking statements reflect the Company’s current views with respect to future events and are based on assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends, plans or expectations set forth in the forward-looking statements.  These risks and uncertainties may include those discussed above.  New risks can emerge from time to time.  It is not possible for the Company to predict all of these risks, nor can it assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in forward-looking statements.  The Company will not update these forward-looking statements, even if its situation changes in the future, except as required by federal securities laws.

Business Overview
The Company processes and sells high-volume commodity yarns, specialized yarns designed to meet certain customer specifications, and premium value-added ("PVA") yarns with enhanced performance characteristics and higher expected gross margin percentages.  The Company sells its polyester and nylon products to other yarn manufacturers and knitters and weavers that produce fabric for the apparel, hosiery, sock, home furnishings, automotive upholstery, industrial and other end-use markets.  The Company maintains one of the industry’s most comprehensive product offerings and has ten manufacturing operations in four countries and participates in joint ventures in Israel and the U.S.  In addition, the Company has a wholly-owned subsidiary in China focused on the sale and promotion of the Company’s specialty and PVA products in the Asian textile market, primarily in China.

The Company’s operations are managed in three operating segments, each of which is a reportable segment for financial reporting purposes:
Polyester Segment.  The polyester segment manufactures recycled Chip, POY, textured, dyed, twisted and beamed yarns with sales to other yarn manufacturers, knitters and weavers that produce yarn and/or fabric for the apparel, automotive upholstery, hosiery, home furnishings, industrial and other end-use markets.  The polyester segment consists of manufacturing operations in the U.S. and El Salvador.

Nylon Segment.  The nylon segment manufactures textured nylon and covered spandex yarns with sales to knitters and weavers that produce fabric for the apparel, hosiery, sock and other end-use markets.  The nylon segment consists of manufacturing operations in the U.S. and Colombia.

International Segment.  The international segment’s products include textured polyester and various types of resale yarns. The international segment sells its yarns to knitters and weavers that produce fabric for the apparel, automotive upholstery, home furnishings, industrial and other end-use markets primarily in the South American and Asian regions.  The international segment includes manufacturing and sales offices in Brazil and a sales office in China.

Recent Developments
Company Outlook:  Despite the Company reporting its first quarterly loss since the third quarter of fiscal year 2011 and only the second quarterly loss for its last ten fiscal quarters, the Company expects that the sales volume improvements since returning from the holiday shutdown period, easing raw material prices from record highs at the beginning of the current quarter, the signs of improvement in the Brazilian textile market, and the lessening effects of the inventory destocking within the apparel supply chain will allow the Company to see profitability improvements for the second half of fiscal year 2012 and execute its key strategic objectives.
 
Deleveraging Strategy: During the current fiscal year, the Company redeemed $10,000 of its 2014 notes and expects to continue to generate positive cash flows from operating activities and other working capital cost savings initiatives to further strengthen its balance sheet. The Company expects to continue to use its excess operating cash flow and availability under its revolving credit facility to redeem additional amounts of its 2014 notes with the next redemption likely occuring in May 2012 (the "Deleveraging Strategy").
 
 
35

 

Raw Materials: Compared to the beginning of the current fiscal year, polyester raw material costs rose to record highs and gradually declined in November and December.  The average polyester raw material costs for the first two quarters of fiscal year 2012 continue to remain at the highest levels in over thirty years.  In addition, Asian imported yarns have become more competitive as the U.S.-Asia gap in polymer pricing has grown to between 9 and 13 cents per pound on average for this fiscal year to date period versus 2 to 5 cents per pound for the prior fiscal year to date period.

Inventory Destocking: The Company believes that inventory in the apparel supply chain reached elevated levels during the first quarter in the 2012 fiscal year and moderated to a slight decline during the second quarter.  Producer and wholesaler inventories, each of which traditionally averaged about 50 days, were 57 and 61 days, respectively.  Throughout the first two quarters of the Company's current fiscal year, producers and wholesalers reacted to the elevated inventory levels by curtailing purchases. The Company reacted by adjusting its production below its sales levels in order to reduce its on-hand inventory units.  As a result of the Company's inventory destocking, the production volume and per unit manufacturing costs of the Company’s polyester and nylon segments have been negatively impacted.

Brazil: The strengthening of the Brazilian Real from January through August 2011 negatively impacted the competitiveness of the local apparel supply chain and resulted in lower sales volume.  The stronger Real has negatively impacted both volume and conversion margin by making imports of competing fibers, garments and apparel more competitively priced.  For the fiscal year to date period versus the prior year period, the Brazil operation, due to the long supply chain for the procurement of its raw materials, was also negatively impacted by the cost of higher priced inventory flowing through the operation.  Lower sales and production volume have also caused unfavorable increases in production costs due to lower utilization percentages as well as higher spending due to inflationary increases for employee costs and power.

PVA: The sales of branded products continue to remain in-line with the Company’s targets.  Domestically, PVA sales volume held stronger than the remainder of the business and increased versus the prior year quarter.  Internationally, PVA sales volume was negatively impacted by the results in Brazil and the temporary delay of orders from a large volume customer for the Chinese sales office.  The Company's PVA products represent approximately 18% of its consolidated sales volume and REPREVE® continues to grow at a faster pace than other PVA products.

Inflation: The Company continues to be impacted by inflationary increases in areas such as employee costs and benefits, consumables and utility costs.  The Company attempts to mitigate the impacts of these rising costs through its operational efficiencies and increased selling prices.  Inflation may become a factor that begins to significantly impact the Company’s profitability.

Investment in Central America:  The CAFTA region which continues to be a competitive alternative to Asian supply chains, has for the last three years maintained its share of synthetic apparel supply to U.S. retail and continues to see ongoing investments being made in the region.  The Company expects to complete the installation of additional texturing capacity at its plant in El Salvador by the end of this fiscal year.
 
Repreve Recycling Center:  The new recycling facility allows the Company to expand the REPREVE® brand by increasing the amount and types of recyclable material that can be processed through its facilities and to develop and commercialize value-added products that meet the sustainability demands for brands and retailers.

Repreve Renewables, LLC: During the quarter, the Company acquired an additional 20% ownership interest in Repreve Renewables, LLC ("Renewables") bringing the Company's current ownership to 60%.  The Company’s investment in Repreve Renewables which focuses on cultivating and selling bio-mass crops for the bio-fuel and bio-power industries is anticipated to provide the Company with a unique revenue stream and support our strategy to grow the REPREVE® brand and product portfolio.

U.S.-South Korean Free Trade Agreement: Even though the agreement was passed and South Korea provides little or no export opportunities for the Company or for U.S. textile manufacturers, the Company anticipates limited impact on its business as South Korea is not a low cost provider of textiles in comparison to other Asian countries.  The Company believes that the largest potential threats are caused by the failure of the agreement to address the potential damage from the lack of customs enforcement language and the exposure of illegal transshipments from China through South Korea.

Key Performance Indicators
The Company continuously reviews performance indicators to measure its success.  The following are the indicators management uses to assess performance of the Company’s business:
 
·
sales volume for the Company and for each of its reportable segments;
 
 
·
gross profits and gross margin for the Company and for each of its reportable segments;
 
 
·
Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) represents net income or loss attributable to Unifi, Inc. before net interest expense, income tax expense and depreciation and amortization expense (excluding interest portion of amortization);
 
 
·
Adjusted EBITDA Including Equity Affiliates represents EBITDA adjusted to exclude restructuring charges, startup costs, non-cash compensation expense net of distributions, gains or losses on extinguishment of debt, loss on previously held equity interest in Repreve Renewables, LLC, and other adjustments.  Other adjustments include gains or losses on sales or disposals of property, plant, or equipment (“PP&E”), currency and derivative gains or losses, employee severance and other non-operating income or expense.  The Company may, from time to time, change the items included within Adjusted EBITDA;
 
 
·
Adjusted EBITDA represents Adjusted EBITDA Including Equity Affiliates excluding the earnings of unconsolidated affiliates.  Segment Adjusted Profit equals segment gross profit plus segment depreciation and amortization less segment selling, general, and administrative ("SG&A") expenses net of any employee severance recorded directly to the segment;
 
 
·
Adjusted Working Capital (receivables, plus inventory less accounts payable and certain accrued expenses) and Adjusted Working Capital as a percentage of net sales are indicators of the Company’s production efficiency and ability to manage its inventory and receivables.
 
 
·
Working Capital represents current assets less current liabilities.
 
 
36

 
 
EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are financial measurements that management uses to facilitate its analysis and understanding of the Company’s business operations.  Management believes they are useful to investors because they provide a supplemental way to understand the underlying operating performance and debt service capacity of the Company.  The calculation of EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are subjective measures based on management’s belief as to which items should be included or excluded, in order to provide the most reasonable view of the underlying operating performance of the business.  EBITDA, Adjusted EBITDA Including Equity Affiliates, Adjusted EBITDA, Segment Adjusted Profit and Adjusted Working Capital are not considered to be in accordance with generally accepted accounting principles (“non-GAAP measurements”) and should not be considered a substitute for performance measures calculated in accordance with GAAP.

The reconciliations of Net (loss) income attributable to Unifi, Inc. to EBITDA, Adjusted EBITDA Including Equity Affiliates and Adjusted EBITDA are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )   $ 5,385     $ (7,322 )   $ 15,620  
Provision for income taxes
    1,806       1,854       2,079       4,371  
Interest expense, net
    3,727       4,394       7,460       8,920  
Depreciation and amortization expense
    6,454       6,476       13,015       12,965  
   EBITDA
    4,379       18,109       15,232       41,876  
                                 
Restructuring charges
          1,183             1,546  
Startup costs (1)
    287       575       287       2,038  
Non-cash compensation expense,  net
    1,152       356       1,395       703  
Loss on extinguishment of debt
                462       1,144  
Loss on previously held equity interest in Repreve Renewables, LLC
    3,656             3,656        
Other
    (1,298 )     514       (1,255 )     813  
  Adjusted EBITDA Including Equity Affiliates
  $ 8,176     $ 20,737     $ 19,777     $ 48,120  
                                 
Equity in earnings of unconsolidated affiliates
    (844 )     (5,039 )     (4,303 )     (13,990 )
  Adjusted EBITDA
  $ 7,332     $ 15,698     $ 15,474     $ 34,130  
 
(1) During fiscal year 2012, startup costs relate to the cash operating expenses associated with Repreve Renewables, LLC, net of the portion attributable to the non-controlling interest.  During fiscal year 2011, startup costs related to certain of the cash operating expenses associated with UCA.
 
The reconciliations of Adjusted EBITDA to Segment Adjusted Profit are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Adjusted EBITDA
  $ 7,332     $ 15,698     $ 15,474     $ 34,130  
Depreciation included in other operating (income) expense, net
    (8 )     (4 )     (13 )     (8 )
Startup costs
          (575 )           (2,038 )
Non-cash compensation, net of distribution
    (1,152 )     (356 )     (1,395 )     (703 )
Provision for bad debts
    357       86       562       45  
Other, net
    (98 )     (48 )     (183 )     (104 )
Segment Adjusted Profit
  $ 6,431     $ 14,801     $ 14,445     $ 31,322  

 
37

 

Segment Adjusted Profit by reportable segment is as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 419     $ 6,047     $ 2,844     $ 11,751  
Nylon
    3,082       3,465       6,107       8,232  
International
    2,930       5,289       5,494       11,339  
Total Segment Adjusted Profit
  $ 6,431     $ 14,801     $ 14,445     $ 31,322  
¹ excludes $104 of employee severance recorded as SG&A in the December 2011 quarter-to-date and year-to-date periods.

The reconciliations of Segment Net Sales to Consolidated Net Sales are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 95,105     $ 85,684     $ 187,633     $ 171,271  
Nylon
    38,817       36,814       79,777       80,987  
International
    33,188       39,641       70,713       84,973  
Subtotal segment net sales
  $ 167,110     $ 162,139     $ 338,123     $ 337,231  
                                 
Consolidated net sales
  $ 167,110     $ 162,139     $ 338,123     $ 337,231  

The reconciliations of Segment Gross Profit to Consolidated Gross Profit are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 2,261     $ 7,821     $ 5,951     $ 15,484  
Nylon
    4,527       4,719       8,879       10,915  
International
    4,094       6,950       7,882       14,637  
Subtotal segment gross profit
  $ 10,882     $ 19,490     $ 22,712     $ 41,036  
                                 
Consolidated gross profit
  $ 10,882     $ 19,490     $ 22,712     $ 41,036  

The reconciliations of Segment SG&A Expenses to Consolidated SG&A Expenses are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 6,577     $ 6,519     $ 12,641     $ 13,207  
Nylon
    2,215       2,090       4,325       4,372  
International
    2,194       2,552       4,391       5,092  
Subtotal segment SG&A expenses
  $ 10,986     $ 11,161     $ 21,357     $ 22,671  
                                 
Consolidated SG&A expenses
  $ 10,986     $ 11,161     $ 21,357     $ 22,671  

The reconciliations of Segment Depreciation and Amortization Expense to Consolidated Depreciation and Amortization Expense are as follows:
   
For the Three Months Ended
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
   
December 25, 2011
   
December 26, 2010
 
Polyester
  $ 4,735     $ 4,745     $ 9,534     $ 9,475  
Nylon
    770       836       1,553       1,689  
International
    926       891       1,899       1,793  
Subtotal segment depreciation and amortization expense
  $ 6,431     $ 6,472     $ 12,986     $ 12,957  
Depreciation and amortization included in other operating (income) expense, net
    31       5       37       8  
Amortization included in interest expense
    224       247       445       501  
Consolidated depreciation and amortization expense
  $ 6,686     $ 6,724     $ 13,468     $ 13,466  
 
 
38

 

Results of Operations
Review of Second Quarter of Fiscal Year 2012 Compared to Second Quarter of Fiscal Year 2011
Consolidated Overview
The components of the net (loss) income attributable to Unifi, Inc., each component as a percentage of total net sales and the percentage increase or decrease over the prior year amounts are as follows:
 
   
For the Three Months Ended
       
   
December 25, 2011
   
December 26, 2010
       
         
% to
Net
Sales
         
% to
Net
Sales
   
%
Change
 
Net sales
  $ 167,110       100.0     $ 162,139       100.0       3.1  
Cost of sales
    156,228       93.5       142,649       88.0       9.5  
Gross profit
    10,882       6.5       19,490       12.0       (44.2 )
                                         
Selling, general and administrative expenses
    10,986       6.6       11,161       6.9       (1.6 )
Provision for bad debts
    357       0.2       86       0.1        
Restructuring charges
                1,183       0.7        
Other operating expenses, net
    490       0.3       16              
Operating (loss) income
    (951 )     (0.6 )     7,044       4.3       (113.5 )
Interest expense, net
    3,727       2.2       4,394       2.7       (15.2 )
Other non-operating (income) expenses, net
    (1,479 )     (0.9 )     450       0.3        
Earnings from unconsolidated affiliates
    (844 )     (0.5 )     (5,039 )     (3.1 )     (83.3 )
Loss on previously held equity interest in Repreve Renewables, LLC
    3,656       2.2                    
(Loss) income before income taxes
    (6,011 )     (3.6 )     7,239       4.4       (183.0 )
Provision for income taxes
    1,806       1.0       1,854       1.1       2.6  
Net (loss) income including non-controlling interest
    (7,817 )     (4.6 )     5,385       3.3       (245.2 )
Less: net (loss) attributable to non-controlling interest
    (209 )     (0.1 )                  
Net (loss) income attributable to Unifi, Inc.
  $ (7,608 )     (4.5 )   $ 5,385       3.3       (241.3 )

Consolidated Net Sales
Net sales for the December 2011 quarter increased by $4,971, or 3.1%, as compared to the prior year December quarter despite a decline in sales volume for each of the Company’s reportable segments.  Overall, sales volume decreased by 9.3% due to softness caused by inventory destocking across the apparel supply chain, while the weighted average selling price increased by 12.4% due to raw material inflation and mix enrichment.

Consolidated Gross Profit
Gross profit for the December 2011 quarter decreased by $8,608, or 44.2%, as compared to the prior year December quarter. Gross profit declines were experienced in each of the Company’s reportable segments due primarily to record-high raw material prices and lower sales volume as demand decreased for most of the Company’s products due to inventory destocking within the apparel supply chain.  The Company also experienced lower capacity utilization in its manufacturing facilities and related increases in unit costs stemming from production volume declines as the Company reduced production volume below sales levels, in order to reduce its inventory levels.  In addition, the Company’s operation in Brazil was negatively impacted by less expensive imports which created a challenging competitive environment for local production, higher manufacturing costs due to lower utilization rates and inflationary cost increases.

Polyester Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the polyester segment are as follows:
   
For the Three Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
95,105
 
100.0
 
$
85,684
 
100.0
 
11.0
 
Cost of sales
   
92,844
 
97.6
   
77,863
 
90.9
 
19.2
 
Gross profit
 
$
2,261
 
2.4
 
$
7,821
 
9.1
 
(71.1
)
 
 
39

 

In the second quarter of fiscal year 2012, net sales for the polyester segment increased $9,421 or 11.0% compared to the prior year second quarter while sales volume decreased 5.8% and the weighted average selling price increased by 16.8%.

The decline of gross profit of $5,560 was primarily due to lower sales volume, higher manufacturing costs and lower conversion margins for certain products.  The sales volume declines were driven by weak demand due to increased inventory in the U.S. apparel supply chain, a widened U.S.-Asia raw material gap and the decision of the Company to exit certain commodity business.  In an effort to reduce working capital and on-hand inventory levels, the segment continued adjusting down its production rate during the quarter to levels lower than the sales rate.  The lower utilization and production levels for the current quarter created an unfavorable impact on the segment’s manufacturing costs per unit sold which negatively impacted gross profit.  The rise in polyester raw material costs, (an increase in the average cost per pound of approximately 24% versus the prior year period), has negatively impacted the segment’s conversion margins during the quarter as not all cost increases could be passed along to customers.

The polyester segment net sales and gross profit, as a percentage of total consolidated amounts, were 56.9% and 20.8% for the second quarter of fiscal year 2012, compared to 52.8% and 40.1% for the second quarter of fiscal year 2011.

Outlook:
Assuming no significant changes in raw material costs, an end to the inventory destocking and the North American region’s ability to maintain its share against Asia, the Company anticipates volume and profitability improvements for the polyester segment in the second half of fiscal year 2012.

Nylon Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the nylon segment are as follows:
 
   
For the Three Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
38,817
 
100.0
 
$
36,814
 
100.0
 
5.4
 
Cost of sales
   
34,290
 
88.3
   
32,095
 
87.2
 
6.8
 
Gross profit
 
$
4,527
 
11.7
 
$
4,719
 
12.8
 
(4.1
)

In the second quarter of fiscal year 2012, net sales for the nylon segment increased $2,003 or 5.4% compared to the prior year second quarter while sales volume decreased 10.2% and the weighted average selling price increased by 15.6%.

The decline of gross profit of $192 was primarily due to lower sales volume and higher manufacturing costs partially offset by improved unit conversion margins.  The sales volume decline was a result of lower shipments into the sock, hosiery and knit apparel applications as well as lower sales volume as inventory destocking continued through the holiday shutdown period.  The lower production and plant utilization for the current period created an unfavorable change in the segment’s manufacturing costs but allowed for a reduction of on-hand inventory units.  Unit conversion margins were aided by the reversal of the Company’s accrual for the contingency surrounding its Military Claims.

The nylon segment net sales and gross profit, as a percentage of total consolidated amounts, were 23.2% and 41.6% for the second quarter of fiscal year 2012, compared to 22.7% and 24.2% for the second quarter of fiscal year 2011.

Outlook:
While the levels of nylon segment sales and production volume are expected to increase during the second half of fiscal year 2012 assuming an end to the inventory destocking and the North American region’s ability to maintain its share against Asia, the segment's profitability is expected to remain flat.

International Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the international segment are as follows:
 
   
For the Three Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
33,188
 
100.0
 
$
39,641
 
100.0
 
(16.3
)
Cost of sales
   
29,094
 
87.7
   
32,691
 
82.5
 
(11.0
)
Gross profit
 
$
4,094
 
12.3
 
$
6,950
 
17.5
 
(41.1
)

In the second quarter of fiscal year 2012, net sales for the international segment decreased $6,453 or 16.3%, compared to the prior year second quarter, while sales volume decreased 17.3% and weighted average selling price increased by 1.0%.
 
 
40

 

The decline in gross profit of $2,856 was primarily due to lower sales volume, lower conversion margins and higher manufacturing costs in Brazil as well as lower sales volume in the Company’s Chinese operation.  The declines for sales volume of approximately 18% and declines in conversion margins in Brazil were due to increased imports of competing yarn, fabric and garments becoming more competitive alternatives as a consequence of the appreciation of the local currency from January to August 2011.  Compared to the prior year quarter, Brazil’s manufacturing costs increased due to inflation, salary increases and higher power costs as well as the negative impacts of lower production and plant utilization caused by lower demand.  Sales volume at the Company’s Chinese subsidiary was down approximately 13% versus the prior year quarter caused by a temporary delay in orders as inventory adjustments were made by the operation’s largest customer.

The international segment net sales and gross profit, as a percentage of total consolidated amounts, were 19.9% and 37.6% for the second quarter of fiscal year 2012, compared to 24.5% and 35.7% for the second quarter of fiscal year 2011.

Outlook:
Assuming the Brazilian Real remains at historical norms and an increase in sales volume for the Company’s Chinese sales office, the Company expects improved segment operating results for the second half of the current fiscal year.

Consolidated Selling General & Administrative Expenses
Consolidated SG&A expenses decreased in total and as a percentage of net sales for the December 2011 quarter as compared to the prior year quarter.  Consolidated SG&A expenses decreased by $175 or 1.6%, which was primarily a result of a decrease in fringe benefit costs.  The reduction in fringe benefit costs was mainly related to reductions in expenses for certain variable compensation programs.  These decreases were offset by higher expenses related to the timing of non-cash deferred compensation costs.

Provision for Bad Debts
The provision for bad debt expense was $357 for the three months ended December 25, 2011, as compared to a provision of $86 recorded for the prior year quarter.  The increased provision is a result of unfavorable changes in the aging of customer receivables and higher provision for certain risk accounts.

Restructuring Charges
During the second quarter of fiscal year 2011, the Company incurred $1,183 related to the costs incurred for the relocation of polyester equipment from Yadkinville, North Carolina to El Salvador and the reinstallation of previously idled texturing equipment to replace the manufacturing capacity at the Company’s Yadkinville facility.  These costs were charged to restructuring expense as incurred.

Other Operating Expenses, Net
The components of other operating expense, net are as follows:
 
   
For the Three Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
Net (gain) loss on sale of assets
  $ (2 )   $ 118  
Foreign currency transaction losses (gains)
    78       (54 )
Operating expenses for Repreve Renewables, LLC
    512        
Other, net
    (98 )     (48 )
Other operating expenses, net
  $ 490     $ 16  

Other, net includes rental income and miscellaneous charges.

Interest Expense, Net
Net interest expense decreased from $4,394 in the December 2010 quarter to $3,727 in the December 2011 quarter.  The favorable decline in interest expense was primarily due to the lower average outstanding debt balance as a result of the Company’s redemptions of its 2014 notes.  These redemptions were financed through a mix of cash generated from operations and borrowings under the Company’s revolving credit facility which carries a lower average interest rate.  The weighted average interest rate of Company debt for the December 2010 quarter and the December 2011 quarter was 12.1% and 10.2%, respectively.

Outlook:
As a result of the continued implementation of the Company’s Deleveraging Strategy, the Company expects to incur approximately $2.2 million less interest expense, net for fiscal year 2012 versus fiscal year 2011.  As the Company continues to execute on its Deleveraging Strategy, the trend for declining interest expense is expected to remain.

Other Non-Operating (Income) Expenses
For the three months ended December 25, 2011, Other non-operating (income) expense consists of a $1,479 gain from the Company’s Brazilian operation related to a refund on non-income related taxes plus interest.  For the three months ended December 26, 2010, Other non-operating (income) expense consists of $450 for costs associated with an unsuccessful debt refinancing.
 
 
41

 

Equity in Earnings of Unconsolidated Affiliates
The Company participates in joint ventures in the U.S. and in Israel.  As of December 25, 2011, the Company had $89,220 invested in these unconsolidated affiliates.  For the three months ended December 25, 2011, the Company’s $6,011 net loss before income taxes included $844 of income generated from its investments in these unconsolidated affiliates.  See “Footnote 25.  Investments in Unconsolidated Affiliates and Variable Interest Entities” to the Condensed Consolidated Financial Statements included in this Form 10-Q for a detailed discussion of the Company’s investments in these joint ventures.

For the three months ended December 25, 2011, earnings from the Company’s unconsolidated affiliates were $844 compared to $5,039 for the three months ended December 26, 2010.  During these periods, the Company’s 34% share of PAL’s earnings decreased from $4,424 to $667 due to the timing of revenue recognition under the terms of the cotton rebate program, increased cotton futures losses and lower sales volume which was primarily due to customer holiday shutdowns and continued inventory destocking efforts by customers that were caused by rising cotton costs and lower demand in the U.S. apparel supply chain.  The remaining decrease in the earnings of unconsolidated affiliates relates to lower operating results for UNF and UNF America which were due to decreased sales volume and lower capacity utilization.

Outlook:
The Company expects its unconsolidated affiliates to continue to be impacted by lower sales volume over the short-term with a return to expected sales volume and profitability by the end of our fiscal year 2012.

Income Taxes
The Company’s income tax provision for the quarter ended December 25, 2011 resulted in tax expense at an effective rate of (30.0%) compared to the quarter ended December 26, 2010, which resulted in tax expense at an effective rate of 25.6%.  The difference between the Company’s income tax expense and the U.S. statutory rate for the quarter ended December 25, 2011 was primarily due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.  The differences between the Company’s income tax expense and the U.S. statutory rate for the quarter ended December 26, 2010 was primarily due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.

The Company currently has a full valuation allowance against its net deferred tax assets in the U.S. and certain foreign subsidiaries due to negative evidence concerning the realization of those deferred tax assets in recent years.  The Company continues to evaluate both positive and negative evidence to determine whether and when the valuation allowance, or a portion thereof, should be released.  A release of the valuation allowance could have a material effect on net earnings in the period of release.

Net (Loss) Income Attributable to Unifi, Inc.
Net loss attributable to Unifi, Inc. for the December 2011 quarter was $7,608, or $0.38 per basic share, compared to net income of $5,385, or $0.27 per basic share, for the prior year December quarter.  The Company’s decreased profitability was due primarily to lower gross profits, lower earnings from unconsolidated affiliates, and the loss on the previously held equity interest in Repreve Renewables, LLC.

Adjusted EBITDA
Adjusted EBITDA for the December 2011 quarter decreased $8,366 versus the prior year quarter.  As discussed above, the $8,608 reduction in consolidated gross profit is the primary driver for the decline in Adjusted EBITDA.

Results of Operations
Review of Year-To-Date Fiscal Year 2012 Compared to Year-To-Date Fiscal Year 2011
Consolidated Overview
The components of the net (loss) income attributable to Unifi, Inc., each component as a percentage of total net sales and the percentage increase or decrease over the prior year amounts are as follows:
 
   
For the Six Months Ended
       
   
December 25, 2011
   
December 26, 2010
       
           
% to
Net
Sales
           
% to
Net
Sales
   
%
Change
 
Net sales
 
$
338,123
   
100.0
   
$
337,231
   
100.0
   
0.3
 
Cost of sales
   
315,411
   
93.3
     
296,195
   
87.8
   
6.5
 
Gross profit
   
22,712
   
6.7
     
41,036
   
12.2
   
44.7
 
Selling, general and administrative expenses
   
21,357
   
6.3
     
22,671
   
6.7
   
5.8
 
Provision for bad debts
   
562
   
0.2
     
45
   
0.0
   
 
Restructuring charges
   
   
     
1,546
   
0.5
   
 
Other operating expenses, net
   
449
   
0.1
     
259
   
0.1
   
(73.4
)
Operating income
   
344
   
0.1
     
16,515
   
4.9
   
(97.9
)
Interest expense, net
   
7,460
   
2.2
     
8,920
   
2.7
   
(16.4
)
Loss on extinguishment of debt
   
462
   
0.1
     
1,144
   
0.3
   
(59.6
)
Other non-operating (income) expenses
   
(1,479
)  
(0.4
)    
450
   
0.1
   
 
Earnings from unconsolidated affiliates
   
(4,303
)  
(1.3
)    
(13,990
)  
(4.1
)  
(69.2
)
Loss on previously held equity interest in Repreve Renewables, LLC
   
3,656
   
1.1
     
   
   
 
(Loss) income before income taxes
   
(5,452
)  
(1.6
)    
19,991
   
5.9
   
(127.3
)
Provision for income taxes
   
2,079
   
0.6
     
4,371
   
1.3
   
(52.4
)
Net (loss) income including non-controlling interest
 
 
(7,531
)  
(2.2
)  
 
15,620
   
4.6
   
(148.2
)
Less: net (loss) attributable to non-controlling interest
   
(209
)  
     
   
   
 
Net (loss) income attributable to Unifi, Inc.
 
$
(7,322
)  
(2.2
)  
$
15,620
   
4.6
   
(146.9
)
 
 
42

 

Consolidated Net Sales
Net sales for the December 2011 year-to-date period increased by $892, or 0.3%, as compared to the prior year-to-date December period despite a decline in sales volume in each of the Company’s reportable segments.  Overall, sales volume decreased by 10.2% due to softness caused by inventory destocking across the apparel supply chain while the weighted average selling price increased by 10.5% due to raw material inflation and mix enrichment.

Consolidated Gross Profit
Gross profit for the December 2011 year-to-date period decreased by $18,324, or 44.7%, as compared to the prior year December year-to-date period. Gross profit declines were experienced in each of the Company’s reportable segments due to record-high raw material prices and lower sales volume as demand decreased for most of the Company’s products due to inventory destocking within the apparel supply chain.  The Company also experienced lower capacity utilization in its manufacturing facilities and related increases in unit costs stemming from production volume declines as the Company reduced production volume below sales levels, in order to reduce its inventory levels.  In addition, the Company’s operation in Brazil was negatively impacted by less expensive imports which created a challenging competitive environment for local production, higher average raw material costs and higher manufacturing costs due to lower utilization rates and inflationary cost increases.

Polyester Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the polyester segment are as follows:
 
   
For the Six Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
187,633
 
100.0
 
$
171,271
 
100.0
 
9.6
 
Cost of sales
   
181,682
 
96.8
   
155,787
 
91.0
 
16.6
 
Gross profit
 
$
5,951
 
3.2
 
$
15,484
 
9.0
 
(61.6
)

In the December year-to-date period of fiscal year 2012, net sales for the polyester segment increased $16,362 or 9.6% compared to the prior year-to-date period while sales volume decreased 4.2% and the weighted average selling price increased by 13.8%.

The decline in gross profit of $9,533 was primarily due lower sales volume, higher manufacturing costs and lower conversion margins for certain products.  The sales volume declines were driven by weak demand due to increased inventory in the U.S. apparel supply chain, a widened U.S.-Asia raw material gap and the decision of the Company to exit certain commodity business.  In an effort to reduce working capital and on-hand inventory levels, the segment adjusted down its production rate during the period to levels lower than the sales rate.  The lower utilization and production levels for the current period created an unfavorable impact on the segment’s manufacturing costs per unit sold which negatively impacted gross profit.  The rise in polyester raw material costs, (an increase in the average cost per pound of approximately 36% versus the prior year period), has negatively impacted the segment’s conversion margins during the quarter as not all cost increases could be passed along to customers.

The polyester segment net sales and gross profit, as a percentage of total consolidated amounts, were 55.5% and 26.2% for the year-to-date period of fiscal year 2012, compared to 50.8% and 37.7% for the prior year-to-date period of fiscal year 2011.

 
43

 

Nylon Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the nylon segment are as follows:
 
   
For the Six Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
79,777
 
100.0
 
$
80,987
 
100.0
 
(1.5
Cost of sales
   
70,898
 
88.9
   
70,072
 
86.5
 
1.2
 
Gross profit
 
$
8,879
 
11.1
 
$
10,915
 
13.5
 
(18.7
)

In the December year-to-date period of fiscal year 2012, net sales for the nylon segment decreased $1,210 or 1.5% compared to the prior year-to-date period while sales volume decreased 13.5% and the weighted average selling price increased by 12.0%.

The decline in gross profit of $2,036 was due to lower sales volume and higher manufacturing costs.  The sales volume decline was a result of lower shipments into the sock, hosiery and knit apparel applications as well as lower sales volume as inventory destocking continued through the holiday shutdown period.  The lower production and plant utilization for the period created an unfavorable change in the segment’s manufacturing costs but allowed for a reduction of on-hand inventory units.

The nylon segment net sales and gross profit, as a percentage of total consolidated amounts, were 23.6% and 39.1% for the year-to-date period of fiscal year 2012, compared to 24.0% and 26.6% for the prior year-to-date period of fiscal year 2011.

International Segment Gross Profit
The components of segment gross profit, each component as percentage of net sales and the percentage increase or decrease over the prior year amounts for the international segment are as follows:
 
   
For the Six Months Ended
     
   
December 25, 2011
 
December 26, 2010
     
         
% to
Net
Sales
       
% to
Net
Sales
 
%
Change
 
Net sales
 
$
70,713
 
100.0
 
$
84,973
 
100.0
 
(16.8
)
Cost of sales
   
62,831
 
88.9
   
70,336
 
82.8
 
(10.7
Gross profit
 
$
7,882
 
11.1
 
$
14,637
 
17.2
 
(46.2
)

In the December year-to-date period of fiscal year 2012, net sales for the international segment decreased $14,260 or 16.8%, compared to the prior year-to-date period, while sales volume decreased 21.5% and weighted average selling price increased by 4.7%.

The decline in gross profit of $6,755 was primarily due to lower sales volume, lower conversion margins and higher unit manufacturing costs in Brazil as well as lower sales volume in the Company’s Chinese operation.  Sales volume declines of approximately 20% and declines in conversion margins decreases in Brazil were due to increased imports of competing yarn, fabric and garments as imports became more competitive alternatives due to the appreciation of the local currency from January to August 2011 as well as by a higher average cost of raw materials.  Higher unit manufacturing costs in Brazil were due to lower capacity utilization as a result of lower production volume, along with higher manufacturing costs due to inflation, salary increases and higher power costs.  Sales volume at the Company’s Chinese subsidiary was down approximately 25% versus the prior year-to-date period caused by a temporary delay in orders as inventory adjustments were made by the operation’s largest customer.

The international segment net sales and gross profit, as a percentage of total consolidated amounts, were 20.9% and 34.7% for the year-to-date period of fiscal year 2012, compared to 25.2% and 35.7% for the prior year-to-date period of fiscal year 2011.

Consolidated Selling General & Administrative Expenses
Consolidated selling, general and administrative expenses decreased in total and as a percentage of net sales for the December 2011 year-to-date period as compared to the prior year-to-date period.  Consolidated SG&A expenses decreased $1,314 or 5.8%, which was primarily a result of decreases in fringe benefit costs and other employee related costs and administrative costs.  The reduction in fringe benefit costs was mainly related to reductions in expenses for certain variable compensation programs.  These declines were partially offset by higher non-cash deferred compensation costs as well as increased salary costs which were due to a combination of headcount increases and a higher average cost per employee.

Provision for Bad Debts
The provision for bad debt expense was $562 for the six months ended December 25, 2011, as compared to a provision of $45 recorded for the prior year-to-date period.  The increased provision is a result of unfavorable changes in the aging of customer receivables and higher provision for certain risk accounts.
 
 
44

 

Restructuring Charges
During the year-to-date period of fiscal year 2011, the Company incurred $1,546 for costs related to the relocation of polyester equipment from Yadkinville, North Carolina to El Salvador and the reinstallation of previously idled texturing equipment to replace the manufacturing capacity at the Company’s Yadkinville facility.  These costs were charged to restructuring expense as incurred.

Other Operating Expenses, Net
The components of other operating expense, net are as follows:
 
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
Net loss on sale of assets
  $ 63     $ 53  
Foreign currency transaction losses
    57       310  
Operating expenses for Repreve Renewables, LLC                                                                                                   
    512        
Other, net
    (183 )     (104 )
Other operating expenses, net
  $ 449     $ 259  

Other, net includes rental income and miscellaneous charges.

Interest Expense, Net
Net interest expense decreased from $8,920 for the December 2010 year-to-date period to $7,460 in the December 2011 year-to-date period.  The favorable decline in interest expense was primarily due to the lower average outstanding debt balance as a result of the Company's redemptions of its 2014 notes.  These redemptions were financed through a mix of cash generated from operations and borrowings under the Company’s revolving credit facility which carries a lower average interest rate.  The weighted average interest rate of Company debt for the December 2010 year-to-date period and the December 2011 year-to-date period was 11.8% and 10.1%, respectively.  The Company’s redemptions of its 2014 notes have resulted in charges of $462 and $1,144 for extinguishments of debt for the six months ended December 25, 2011 and December 26, 2010, respectively.

Other Non-Operating (Income) Expenses
For the six months ended December 25, 2011, Other non-operating (income) expense consists of a $1,479 gain from the Company’s Brazilian operation related to a refund of non-income related taxes plus interest.  For the six months ended December 26, 2010, Other non-operating (income) expense consists of $450 for costs associated with an unsuccessful debt refinancing.

Equity in Earnings of Unconsolidated Affiliates
For the six months ended December 25, 2011, the Company’s $5,452 loss before income taxes included $4,303 of income generated from its investments in its unconsolidated affiliates.

For the six months ended December 25, 2011, earnings from the Company’s unconsolidated equity affiliates was $4,303 compared to $13,990 for the six months ended December 26, 2010.  During these periods, the Company’s 34% share of PAL’s earnings decreased from $13,057 to $4,494 primarily due to the timing of revenue recognition under the terms of the cotton rebate program and lower sales volume which was primarily due to the timing associated with customer holiday shutdowns but also due to the customer inventory destocking efforts that were caused by rising cotton costs and lower demand in the U.S. apparel supply chain.  The remaining decrease in the earnings of unconsolidated affiliates relates primarily to lower operating results of UNF and UNF America which was primarily driven by decreased sales volume and lower capacity utilization.

Income Taxes
The Company’s income tax provision for the year-to-date period ended December 25, 2011 resulted in tax expense at an effective rate of (38.1%) compared to the year-to-date period ended December 26, 2010, which resulted in tax expense at an effective rate of 21.9%.  The difference between the Company’s income tax expense and the U.S. statutory rate for the year-to-date period ended December 25, 2011 was primarily due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.  The differences between the Company’s income tax expense and the U.S. statutory rate for the year-to-date period ended December 26, 2010 was primarily due to losses in tax jurisdictions for which no tax benefit could be recognized, foreign dividends taxed in the U.S. and abroad, and earnings attributable to foreign operations which are taxed at rates lower than the U.S. statutory rate.

Net (Loss) Income Attributable to Unifi, Inc.
Net loss attributable to Unifi, Inc. for the December 2011 year-to-date period was $7,322 or $0.36 per basic share compared to net income attributable to Unifi, Inc. of $15,620, or $0.78 per basic share, for the prior year-to-date period.  The Company’s decreased profitability was primarily due to lower gross profits, lower earnings from unconsolidated affiliates, and the loss on the previously held equity interest in Repreve Renewables, LLC.

Adjusted EBITDA
Adjusted EBITDA for the December 2011 year-to-date period decreased $18,656 versus the prior year-to-date period.  As discussed above, the $18,324 reduction in consolidated gross profit is the primary driver for the decline in Adjusted EBITDA.

 
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Liquidity and Capital Resources
The Company’s primary capital requirements are for working capital, capital expenditures, debt repayment and service of indebtedness. The Company’s primary sources of capital are cash generated from operations and amounts available under its revolving credit facility.  For the six months ended December 25, 2011, cash generated from operations was $14,302 and as of December 25, 2011, availability under the Company’s revolving credit facility was $44,318.
 
As of December 25, 2011, all of the Company’s long-term debt obligations are payable by domestic entities while a substantial portion of the Company’s cash and cash equivalents are attributable to foreign entities.  The following table presents a summary of the Company’s cash, working capital, debt obligations and liquidity for its U.S. and foreign operations as of December 25, 2011:
 
   
U.S.
   
Brazil
   
All Others
   
Total
 
Working capital
  $ 111,092     $ 58,458     $ 23,452     $ 193,002  
Long-term debt, including current portion
  $ 159,078     $     $     $ 159,078  
                                 
Cash and cash equivalents
  $ 209     $ 18,247     $ 6,221     $ 24,677  
Borrowings available revolving credit facility
    44,318                   44,318  
Liquidity
  $ 44,527     $ 18,247     $ 6,221     $ 68,995  
 
During the fiscal year ended June 26, 2011, the Company changed its indefinite reinvestment assertion related to approximately $26,630 of the earnings and profits held by Unifi do Brazil, Ltda. (“UDB”).  During the first quarter of fiscal year 2012, the Company repatriated $7,400 and updated its indefinite reinvestment assertion by an additional $13,415.  The Company plans on repatriating approximately $6,000 more prior to the end of the current fiscal year.  All remaining undistributed earnings are deemed to be indefinitely reinvested.
 
The following table presents a summary of the components of the Company’s Adjusted Working Capital and the reconciliation from Adjusted Working Capital to Working Capital as of December 25, 2011 and June 26, 2011:
 
   
December 25, 2011
 
June 26, 2011
Receivables, net
  $ 84,201     $ 100,175  
Inventory
    114,180       134,883  
Accounts payable
    (28,950 )     (42,842 )
Accrued expenses
    (8,809 )     (15,595 )
Adjusted Working Capital
    160,622       176,621  
Cash
    24,677       27,490  
Other current assets
    10,707       11,521  
Accrued interest
    (1,693 )     (1,900 )
Other current liabilites
    (1,311 )     (763 )
Working Capital
  $ 193,002     $ 212,969  

Working capital decreased by $19,967 from $212,969 as of June 26, 2011 to $193,002 as of December 25, 2011.  This decrease includes a $13,179 currency effect related to the weakening of the Brazilian Real to the U.S. dollar beginning in September 2011 of which $3,075 relates to the effect of currency rate changes on cash and cash equivalents.   Adjusted for the changes due to currency, the changes in the Company’s working capital as compared to June 26, 2011 were comprised of decreases for both the Company’s domestic and international operations.

The decrease in working capital for domestic operations is primarily due to a decrease in cash, receivables and inventory, partially offset by decreases in accounts payable and accrued expenses.  The decrease in cash was as a result of on-going capital expenditures and debt reductions.  The favorable decline in receivables was due to lower sales volume and timing associated with holiday shutdowns.  The inventory decline was primarily a result of lower units on-hand.  Domestic accounts payable decreased due to the timing of payments made to suppliers due to lower purchasing levels.  Declines for accrued expenses were due to lower amounts for employee fringes, property taxes and utilities.

After considering the currency effects, the remaining decline in working capital for international operations is due to a decrease in cash, receivables and inventory, partially offset by decreases in accounts payable and accrued expenses.  The declines for receivables and inventory units at the Company’s Brazilian subsidiary were due to lower sales and production volume and timing associated with holiday shutdowns accounts for the majority of the decline while the decrease in accounts payable was reflective of a lower level of raw material purchases.

Outlook:
Assuming no significant changes in raw material costs or negative effects from currency fluctuations, an end to the inventory destocking and improvements in the Company’s inventory and working capital turns, the Company expects working capital to be a source for cash for the entire 2012 fiscal year and to remain neutral for the second half of fiscal year 2012.
 
 
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Capital Expenditures
In addition to its normal working capital requirements, the Company requires cash to fund capital expenditures.  During the first six months of fiscal year 2012, the Company spent $3,259 on capital expenditures compared to $13,324 in the prior year.  The Company estimates its fiscal year 2012 capital expenditures will be approximately $6,000 to $8,000, which will primarily consist of the expenditures for the installation of additional texturing equipment in El Salvador and routine, on-going capital expenditures to extend the useful life of certain assets.   As of December 25, 2011, the Company had no restricted cash funds that are required to be used for domestic capital expenditures under the Indenture.  The Company may incur additional capital expenditures as it pursues new opportunities to expand its production capabilities or to further streamline its manufacturing processes.

Note Repurchases
The Company may, from time to time, seek to retire or purchase its outstanding debt in open market purchases, in privately negotiated transactions or by calling a portion of the 2014 notes under the terms of the Indenture.  Such retirement or purchase of debt may come from the operating cash flows of the business or other sources and will depend upon the Company’s strategy, prevailing market conditions, liquidity requirements, contractual restrictions and other factors and the amounts involved may be material.  The Company expects to maintain a continuous balance outstanding under its revolving credit facility and hedge a substantial amount of the interest rate risk in order to ensure its interest savings.  As a result of the utilization of cash on hand to reduce outstanding debt and the lower rate under the revolving credit facility, the Company expects a significant reduction of its annual fixed carrying cost between the commencement of this debt reduction strategy during the 2011 fiscal year and the final repayment of the 2014 notes.
 
Cash Provided by Operations
Net cash provided by operations was as follows:
 
   
For the Six Months Ended
 
   
December 25, 2011
   
December 26, 2010
 
Plus cash receipts:
           
Receipts from customers
  $ 349,932     $ 348,008  
Dividends from unconsolidated affiliates
    2,005       2,532  
Other receipts
    1,787       1,475  
Less cash payments:
               
Payments to suppliers and other operating cost
    272,943       261,321  
Payments for salaries, wages, and benefits
    56,269       60,998  
Payments for restructuring and severance
          1,847  
Payments for interest
    8,343       9,973  
Payments for taxes
    1,867       3,355  
Net cash provided by operations
  $ 14,302     $ 14,521  

Cash received from customers increased $1,924 during the December 2011 year-to-date period over the same prior year period as a result of increases in sales volume and timing of receipts.  Selling prices increased on a per unit basis which were offset by a decline in sales volume.  Payments to suppliers increased as raw material prices for polyester reached historic highs and reduced demand for textile products in the U.S.  Polyester raw material prices increased approximately 36% in the December 2011 year-to-date period as compared to the same prior year period.  These per unit increases were partially offset by lower spending as a result of lower production volume.   Salary, wage and benefit payments decreased as a result of reduced variable compensation payments partially offset by an increase in employee costs.  Increased employee costs were due to higher levels of wage employees related to the opening of the Company’s UCA and the Repreve recycling center facilities.  The Company's deleveraging strategy has resulted in decreased interest expense for the current period versus the prior year period.  Cash taxes paid by the Company decreased as a result of a decline in profitability for the Company’s Brazilian subsidiary.  Other receipts include rental income, non-income related tax refund and interest income.

Cash Used in Investing Activities and Financing Activities
Investing and Financing Activities
The Company utilized $3,780 in net investing activities and utilized $9,708 in net financing activities during the six month period ended December 2011.  The primary cash outlays for investing and financing activities during the six month period ended December 2011 included $10,288 to repurchase a portion of the 2014 notes with a face value of $10,000 and $3,259 in capital expenditures partially offset by proceeds from the sale of assets, capital contributions from non-controlling interest, stock option exercises, and returns of split dollar life insurance premiums.

The Company utilized $9,755 in net investing activities and utilized $16,621 in net financing activities during the six month period ended December 2010.  The primary cash outlays for investing and financing activities during the six month period ended December 2010 included $15,863 to repurchase a portion of the 2014 notes with a face value of $15,000, $13,324 in capital expenditures and $825 for debt refinancing fees partially offset by $3,241 from return of split dollar life insurance premiums, loan repayment from an unconsolidated equity affiliate, proceeds from the sale of assets and proceeds from stock options exercises.
 
 
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Long-Term Debt
Long-term debt consists of the following:
 
   
December 25, 2011
   
June 26, 2011
 
Notes payable
  $ 123,722     $ 133,722  
Revolving credit facility
    35,000       34,600  
Capital lease obligation
    356       342  
Total debt
    159,078       168,664  
Current portion of long-term debt
    (356 )     (342 )
Total long-term debt
  $ 158,722     $ 168,322  

Notes Payable
On May 26, 2006, the Company originally issued $190,000 of its 2014 notes with interest payable on May 15 and November 15 of each year. The Company can currently elect to redeem some or all of the 2014 notes at redemption prices equal to or in excess of par depending on the year the optional redemption occurs.  The Company may also purchase its 2014 notes in open market purchases or in privately negotiated transactions and then retire them or it may refinance all or a portion of the 2014 notes with a new debt offering.
 
Revolving Credit Facility
The Company’s First Amended Credit Agreement provides for a revolving credit facility of $100,000 and matures on September 9, 2015.  However, if the 2014 notes have not been paid in full on or before February 15, 2014, the maturity date of the Company’s revolving credit facility will be automatically adjusted to February 15, 2014.  As of December 25, 2011, the Company’s availability under the revolving credit facility was $44,318.

Contingencies
Environmental Liabilities
On September 30, 2004, the Company completed its acquisition of the polyester filament manufacturing assets located in Kinston, North Carolina from INVISTA S.a.r.l. (“INVISTA”).  The land for the Kinston site was leased pursuant to a 99 year Ground Lease with DuPont. Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the EPA and DENR pursuant to the Resource Conservation and Recovery Act Corrective Action program. The Corrective Action program requires DuPont to identify all potential AOC, assess the extent of contamination at the identified AOCs and clean them up to comply with applicable regulatory standards.  Effective March 20, 2008, the Company entered into a Lease Termination Agreement associated with conveyance of certain of the assets at Kinston to DuPont. This agreement terminated the Ground Lease and relieved the Company of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to the Company’s period of operation of the Kinston site. However, the Company continues to own a satellite service facility acquired in the INVISTA transaction that has contamination from DuPont's operations and is monitored by DENR. This site has been remediated by DuPont and DuPont has received authority from DENR to discontinue remediation, other than natural attenuation. DuPont's duty to monitor and report to DENR with respect to this site will be transferred to the Company in the future, at which time DuPont must pay the Company seven years of monitoring and reporting costs and the Company will assume responsibility for any future remediation and monitoring of this site.  At this time, the Company has no basis to determine if and when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.

Litigation
Certain claims were made against the Company for its alleged use of non-compliant “Berry Amendment” nylon POY in yarns that it sold to a customer that purportedly were used to manufacture certain U.S. military garments (the “Military Claims”).  The Company understands that the military garments manufactured from the Company’s yarns have been accepted by the relevant branches of the U.S. Military pursuant to the terms of a domestic non-availability determination (a “DNAD”).  The Company does not believe that it will incur any additional claims or liability in relation to the Military Claims and, accordingly, it has reversed its accrual for this contingency.

Contractual Obligations
The Company has assumed various financial obligations and commitments in the normal course of its operations and financing activities.  Financial obligations are considered to represent known future cash payments that the Company is required to make under existing contractual arrangements, such as debt and lease agreements.  Except for the $10,000 redemption of the Company’s 2014 notes discussed above, there have been no material changes in the scheduled maturities of the Company’s contractual obligations as disclosed in the table under the heading “Contractual Obligations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 26, 2011.

Off Balance Sheet Arrangements
The Company 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 the Company’s financial condition, results of operations, liquidity or capital expenditures.

Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  The SEC has defined a company’s most critical accounting policies as those involving accounting estimates that require management to make assumptions about matters that are highly uncertain at the time and where different reasonable estimates or changes in the accounting estimate from quarter to quarter could materially impact the presentation of the financial statements.  The Company’s critical accounting policies are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K.  There have been no material changes to these policies during the current period.
 
 
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Recent Accounting Pronouncements
There have been no newly issued or newly applicable accounting pronouncements that have or are expected to have a significant impact on the Company's financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risks associated with changes in interest rates, currency fluctuation rates and raw material and commodity risks which may adversely affect its financial position, results of operations and cash flows.  The Company does not enter into derivative financial instruments for trading purposes nor is it a party to any leveraged financial instruments.

Interest Rate Risk: The Company is exposed to interest rate risk through its borrowing activities.  The majority of the Company’s borrowings are its 2014 notes which have a fixed rate of interest.  The Company also has borrowings on its revolving credit facility which have a variable rate of interest. The Company may hedge its interest rate variability on its revolving credit facility using an interest rate swap.  The Company’s principal cash flows and weighted average interest rates expected to be incurred through the debt maturity dates are as follows:
 
   
Expected Maturity Date on a Fiscal Year Basis
 
   
2012
   
2013
   
2014
   
2015
   
2016
   
Fair Value
 
Long-term debt:
                                   
2014 notes payable
  $     $     $ 123,722     $     $     $ 126,815  
Fixed interest rate
    11.5 %     11.5 %     11.5 %                    
                                                 
Revolving credit facility
  $     $     $     $     $ 35,000     $ 35,000  
Variable interest rate (2.0-2.75% +)
 
LIBOR
   
LIBOR
   
LIBOR
   
LIBOR
   
LIBOR
         
                                                 
Interest rate derivatives:
                                               
Variable to fixed
  $     $ 25,000     $     $     $     $ (309 )
Average pay rate (2.0-2.75% +)
    1.39 %     1.39 %                          
                                                 
Variable to fixed
  $     $ 10,000     $     $     $     $ (33 )
Average pay rate (2.0-2.75% +)
    0.75 %     0.75 %                          

Currency Exchange Rate Risk:  The Company conducts its business in various foreign countries and in various foreign currencies.  Each of the Company’s operations may enter into transactions (sales, purchases, or fixed purchase commitments, etc.) that are denominated in currencies other than the operation’s functional currency and which subject the Company to foreign currency exchange risk.  The Company may enter into forward currency contracts to hedge this exposure.  For sales transactions such as these, the Company typically hedges 60% to 75% of the sales value of these orders by using forward currency contracts.  The maturity dates of the forward contracts are intended to match the anticipated collection dates of the receivables.  The Company may also enter into forward currency contracts to hedge its exposure for certain equipment or inventory purchase commitments.  As of December 25, 2011, the Company does not have a significant amount of exposure related to forward currency contracts.

As of December 25, 2011, the Company’s subsidiaries outside the U.S., whose functional currency is other than the U.S. dollar, held approximately 20% of consolidated total assets. The Company does not enter into foreign currency derivatives to hedge its net investment in its foreign operations.

Raw Material and Commodity Risks:  A significant portion of the Company’s raw materials are derived from petroleum-based chemicals.  The costs of the Company’s raw materials can be volatile and availability can depend on global supply and demand dynamics, including certain geo-political risks.  The Company does not use financial instruments to hedge its exposure to changes in raw material costs.  The costs of the primary raw materials that the Company uses throughout all of its operations are generally traded based on U.S. dollar pricing.

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

Market Capitalization versus Book Value:  As of the end of the second quarter of fiscal year 2012, the Company’s book value was $13.77 per share.  During the December 2011 quarter, the Company’s common shares traded at a high of $9.41 and at a low of $7.01 per share.  Due to the disparity between the share values, the Company considered the recoverability of its assets and does not believe any of its assets to be impaired at this time.

Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of December 25, 2011, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act of 1934, as amended, the “Exchange Act”) was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company 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 Securities and Exchange Commission rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
 
 
49

 

Changes in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II.  Other Information

Item 1.     Legal Proceedings

There are no pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which any of its property is the subject.

Item 1A.     Risk Factors
 
There are no material changes to the Company's risk factors set forth under “Item 1A. Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended June 26, 2011.

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

Items 2(a) and (b) are not applicable.

(c)  The following table summarizes the Company’s repurchases of its common stock during the quarter ended December 25, 2011.

Period
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that may Yet Be Purchased Under the Plans or Programs
               
09/26/11 – 10/25/11
 
 
 
2,269,080
10/26/11 – 11/25/11
 
 
 
2,269,080
11/26/11 – 12/25/11
 
 
 
2,269,080
Total
 
 
   

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures
 
Not applicable.

Item 5.  Other Information

Not applicable.

 
50

 

Item 6.     Exhibits

Exhibit Number
Description
   
10.1
Fourth Amendment to Sales and Service Agreement, executed on December 19, 2011, by Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Reg No. 001-10542) dated December 19, 2011).
31.1
Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Chief Executive Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Chief Financial Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following materials from Unifi, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended December 25, 2011, formatted in eXtensbile Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive (Loss) Income, (iv) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements (tagged as blocks of text).

 
51

 
 
UNIFI, INC.
 


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 3, 2012             
 
/s/ RONALD L. SMITH  
   
Ronald L. Smith
 
   
Vice President and Chief Financial Officer
 
    (Principal Financial Officer and Duly Authorized Officer)  


       
Date:       February 3, 2012             
 
/s/ JAMES M. OTTERBERG  
   
James M. Otterberg
 
   
Chief Accounting Officer
 
    (Principal Accounting Officer and Duly Authorized Officer)  


52