UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-10542
UNIFI, INC.
(Exact name of registrant as specified in its charter)
New York
11-2165495
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina
27410
(Address of principal executive offices)
(Zip Code)
(336) 294-4410
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
UFI
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 8, 2023, there were 18,056,208 shares of the registrant’s common stock, par value $0.10 per share, outstanding.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to our plans, objectives, estimates, and goals. Statements expressing expectations regarding our future, or projections or estimates relating to products, sales, revenues, expenditures, costs, strategies, initiatives, or earnings, are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations about our future performance, considering the information currently available to management. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “strive,” and words of similar import, or the negative of such words, identify or signal the presence of forward-looking statements. These statements are not statements of historical fact; they involve risks and uncertainties that may cause our actual results, performance, or financial condition to differ materially from the expectations of future results, performance, or financial condition that we express or imply in any forward-looking statement. Factors that could contribute to such differences include, but are not limited to:
All such factors are difficult to predict, contain uncertainties that may materially affect actual results, and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as may be required by federal securities laws.
In light of all the above considerations, we reiterate that forward-looking statements are not guarantees of future performance, and we caution you not to rely on them as such.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS AND NINE MONTHS ENDED APRIL 2, 2023
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Page
Item 1.
Financial Statements
1
Condensed Consolidated Balance Sheets as of April 2, 2023 and July 3, 2022
Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended April 2, 2023 and March 27, 2022
2
Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three Months and Nine Months Ended April 2, 2023 and March 27, 2022
3
Condensed Consolidated Statements of Shareholders’ Equity for the Three Months and Nine Months Ended April 2, 2023 and March 27, 2022
4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 2, 2023 and March 27, 2022
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
29
Item 4.
Controls and Procedures
30
PART II—OTHER INFORMATION
Legal Proceedings
31
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
Signatures
32
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
April 2, 2023
July 3, 2022
ASSETS
Cash and cash equivalents
$
49,706
53,290
Receivables, net
87,968
106,565
Inventories
143,178
173,295
Income taxes receivable
1,777
160
Other current assets
15,093
18,956
Total current assets
297,722
352,266
Property, plant and equipment, net
229,195
216,338
Operating lease assets
8,327
8,829
Deferred income taxes
3,172
2,497
Other non-current assets
12,986
8,788
Total assets
551,402
588,718
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable
47,702
73,544
Income taxes payable
1,875
1,526
Current operating lease liabilities
1,874
2,190
Current portion of long-term debt
11,544
11,726
Other current liabilities
13,494
19,806
Total current liabilities
76,489
108,792
Long-term debt
124,162
102,309
Non-current operating lease liabilities
6,543
6,736
4,389
4,983
Other long-term liabilities
4,911
4,449
Total liabilities
216,494
227,269
Commitments and contingencies
Common stock, $0.10 par value (500,000,000 shares authorized; 18,054,498 and 17,979,362 shares issued and outstanding as of April 2, 2023 and July 3, 2022, respectively)
1,805
1,798
Capital in excess of par value
68,562
66,120
Retained earnings
322,081
353,136
Accumulated other comprehensive loss
(57,540
)
(59,605
Total shareholders’ equity
334,908
361,449
Total liabilities and shareholders’ equity
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
For the Three Months Ended
For the Nine Months Ended
March 27, 2022
Net sales
156,738
200,780
472,469
598,182
Cost of sales
147,085
181,636
464,253
536,051
Gross profit
9,653
19,144
8,216
62,131
Selling, general and administrative expenses
12,063
14,389
35,584
39,025
Benefit for bad debts
(56
(169
(38
(489
Other operating expense (income), net
324
(831
(139
(2
Operating (loss) income
(2,678
5,755
(27,191
23,597
Interest income
(554
(492
(1,615
(944
Interest expense
2,073
709
5,209
2,140
Equity in earnings of unconsolidated affiliates
(158
(41
(539
(385
Recovery of non-income taxes, net
—
815
(Loss) income before income taxes
(4,039
4,764
(30,246
21,971
Provision for income taxes
1,145
2,698
809
10,296
Net (loss) income
(5,184
2,066
(31,055
11,675
Net (loss) income per common share:
Basic
(0.29
0.11
(1.72
0.63
Diluted
0.62
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
Other comprehensive income:
Foreign currency translation adjustments
4,526
13,921
2,065
5,833
Changes in interest rate swaps, net of tax of nil, $105, nil and $248, respectively
340
803
Other comprehensive income, net
14,261
6,636
Comprehensive (loss) income
(658
16,327
(28,990
18,311
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Shares
Common Stock
Capital in Excess of Par Value
Retained Earnings
Accumulated Other Comprehensive Loss
Total Shareholders’ Equity
Balance at January 1, 2023
18,049
67,875
327,265
(62,066
334,879
Options exercised
33
34
Conversion of equity units
(1
Stock-based compensation
656
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions
(3
Other comprehensive income, net of tax
Net loss
Balance at April 2, 2023
18,054
Balance at July 3, 2022
17,979
7
52
53
63
(6
12
2,464
2,465
(7
(68
(69
Balance at December 26, 2021
18,498
1,850
67,006
353,393
(61,057
361,192
721
Common stock repurchased and retired under publicly announced program
(50
(5
(181
(766
(952
(23
Net income
Balance at March 27, 2022
18,451
1,845
67,523
354,693
(46,796
377,265
Balance at June 27, 2021
18,490
1,849
65,205
344,797
(53,432
358,419
9
68
2,827
2,828
(102
(10
(367
(1,779
(2,156
(19
(135
(137
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash and cash equivalents at beginning of period
78,253
Operating activities:
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Distribution received from unconsolidated affiliate
750
Depreciation and amortization expense
20,388
19,176
Non-cash compensation expense
2,791
3,081
Recovery of income taxes
(3,799
(1,199
(3,019
Other, net
252
(22
Changes in assets and liabilities:
18,585
(13,537
31,080
(20,170
4,271
(2,503
Income taxes
(1,241
670
Accounts payable and other current liabilities
(31,644
1,084
459
1,137
Net cash provided (used) by operating activities
8,349
(2,063
Investing activities:
Capital expenditures
(32,461
(30,094
(193
(2,150
Net cash used by investing activities
(32,654
(32,244
Financing activities:
Proceeds from ABL Revolver
142,400
80,300
Payments on ABL Revolver
(121,000
(61,800
Payments on ABL Term Loan
(4,800
(7,500
Proceeds from construction financing
6,533
2,340
Payments on finance lease obligations
(1,413
(2,876
(683
(345
Net cash provided by financing activities
21,037
7,963
Effect of exchange rate changes on cash and cash equivalents
(316
1,063
Net decrease in cash and cash equivalents
(3,584
(25,281
Cash and cash equivalents at end of period
52,972
Unifi, Inc.
1. Background
Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” “us” or “our”), is a multinational company that manufactures and sells innovative recycled and synthetic products, made from polyester and nylon, primarily to other yarn manufacturers and knitters and weavers (UNIFI’s “direct customers”) that produce yarn and/or fabric for the apparel, hosiery, home furnishings, automotive, industrial, and other end-use markets (UNIFI’s “indirect customers”). We sometimes refer to these indirect customers as “brand partners.” Polyester products include partially oriented yarn (“POY”), textured, solution and package dyed, twisted, beamed, and draw wound yarns, and each is available in virgin or recycled varieties. Recycled solutions, made from both pre-consumer and post-consumer waste, include plastic bottle flake (“Flake”), polyester polymer beads (“Chip”), and staple fiber. Nylon products include virgin or recycled textured, solution dyed, and spandex covered yarns.
UNIFI maintains one of the textile industry’s most comprehensive product offerings that includes a range of specialized, value-added and commodity solutions, with principal geographic markets in North America, Central America, South America, Asia, and Europe. UNIFI has direct manufacturing operations in four countries and participates in joint ventures with operations in Israel and the United States (“U.S.”).
2. Basis of Presentation; Condensed Notes
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. As contemplated by the instructions of the SEC to Form 10-Q, the following notes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to UNIFI’s year-end audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended July 3, 2022 (the “2022 Form 10-K”).
The financial information included in this report has been prepared by UNIFI, without audit. In the opinion of management, all adjustments, which consist of normal, recurring adjustments, considered necessary for a fair statement of the results for interim periods have been included. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the amounts reported and certain financial statement disclosures. Actual results may vary from these estimates.
All amounts, except per share amounts, are presented in thousands (000s), except as otherwise noted.
The fiscal quarter for each of Unifi, Inc., its primary domestic operating subsidiaries and its subsidiary in El Salvador ended on April 2, 2023. Unifi, Inc.’s remaining material operating subsidiaries’ fiscal quarter ended on March 31, 2023. There were no significant transactions or events that occurred between Unifi, Inc.’s fiscal quarter end and such wholly owned subsidiaries’ fiscal quarter end. The three-month periods ended April 2, 2023 and March 27, 2022 both consisted of 13 weeks. The nine-month periods ended April 2, 2023 and March 27, 2022 both consisted of 39 weeks.
3. Recent Accounting Pronouncements
Based on UNIFI’s review of Accounting Standards Updates issued since the filing of the 2022 Form 10-K, there have been no newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a material impact on UNIFI’s consolidated financial statements.
Notes to Condensed Consolidated Financial Statements (Continued)
4. Revenue
The following tables present net sales disaggregated by (i) classification of customer type and (ii) REPREVE® Fiber sales:
Third-party manufacturer
155,423
199,623
468,653
592,505
Service
1,315
1,157
3,816
5,677
REPREVE® Fiber
49,619
71,930
141,664
225,360
All other products and services
107,119
128,850
330,805
372,822
Third-Party Manufacturer
Third-party manufacturer revenue is primarily generated through sales to direct customers. Such sales represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts. Each of UNIFI’s reportable segments derives revenue from sales to third-party manufacturers.
Service Revenue
Service revenue is primarily generated, as services are rendered, through fulfillment of toll manufacturing of textile products or transportation services governed by written agreements. Such toll manufacturing and transportation services represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts.
REPREVE® Fiber represents UNIFI's collection of fiber products on our recycled platform, with or without added technologies.
Variable Consideration
For all variable consideration, where appropriate, UNIFI estimates the amount using the expected value method, which takes into consideration historical experience, current contractual requirements, specific known market events, and forecasted customer buying and payment patterns. Overall, these reserves reflect UNIFI’s best estimates of the amount of consideration to which the customer is entitled based on the terms of the contracts. Variable consideration has been immaterial to UNIFI’s financial statements for all periods presented.
5. Long-Term Debt
Debt Obligations
The following table and narrative presents the detail of UNIFI’s debt obligations. Capitalized terms not otherwise defined within this Note shall have the meanings attributed to them in the Amended and Restated Credit Agreement, dated as of March 26, 2015 (together with amendments, the "Prior Credit Agreement"), or the Second Amended and Restated Credit Agreement, dated as of October 28, 2022 (the "2022 Credit Agreement").
Weighted Average
Scheduled
Interest Rate as of
Principal Amounts as of
Maturity Date
ABL Revolver
October 2027
6.4
%
10,200
41,300
ABL Term Loan
6.3
112,700
65,000
Finance lease obligations
(1)
4.3
9,027
7,261
Construction financing
(2)
6.1
4,083
729
Total debt
136,010
114,290
Current ABL Term Loan
(9,200
(10,000
Current portion of finance lease obligations
(2,344
(1,726
Unamortized debt issuance costs
(304
(255
Total long-term debt
ABL Facility
Unifi, Inc. entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”) on September 2, 2022. The Sixth Amendment modified the Trigger Level of the Prior Credit Agreement, which relates to, among other things, the requirement to maintain a certain Fixed Charge Coverage Ratio, with such Trigger Level occurring when Excess Availability falls below (a) for the period beginning on September 2, 2022 through and including the date that is 60 days after such date, $16,500 and (b) at all other times, the greatest of (i) $10,000, (ii) 20% of the Maximum Revolver Amount, and (iii) 12.5% of the sum of the Maximum Revolver Amount plus the outstanding principal amount of the Term Loan.
On October 28, 2022, Unifi, Inc. and certain of its subsidiaries entered into the 2022 Credit Agreement with a syndicate of lenders. The 2022 Credit Agreement provides for a $230,000 senior secured credit facility (the “2022 ABL Facility”), including a $115,000 revolving credit facility and a term loan ("2022 ABL Term Loan") that can be reset up to a maximum amount of $115,000, once per fiscal year, if certain conditions are met. The 2022 ABL Facility has a maturity date of October 28, 2027. The 2022 ABL Term Loan requires quarterly principal payments of $2,300 that began on February 1, 2023. Borrowings under the 2022 ABL Facility bear interest at SOFR plus 0.10% plus an applicable margin of 1.25% to 1.75%, or the Base Rate (as defined in the 2022 Credit Agreement) plus an applicable margin of 0.25% to 0.75%, with interest paid most commonly on a monthly basis.
Prior to entering the 2022 Credit Agreement, Unifi, Inc. and certain of its subsidiaries maintained the Prior Credit Agreement that established a $200,000 senior secured credit facility (the “Prior ABL Facility”), including a $100,000 revolving credit facility and a term loan that could be reset up to a maximum amount of $100,000, once per fiscal year, if certain conditions were met. The Prior ABL Facility had a maturity date of December 18, 2023. Prior ABL Facility borrowings bore interest at LIBOR plus an applicable margin of 1.25% to 1.75%, or the Base Rate plus an applicable margin of 0.25% to 0.75%, with interest paid on a monthly basis.
In connection with the 2022 Credit Agreement, UNIFI recorded a $273 loss on debt extinguishment to interest expense in the second quarter of fiscal 2023.
Construction Financing
In May 2021, UNIFI entered into an agreement with a third party lender that provides for construction-period financing for certain texturing machinery included in our capital allocation plans. UNIFI records project costs to construction in progress and the corresponding liability to construction financing (within long-term debt). The agreement provides for monthly, interest-only payments during the construction period at a rate of SOFR plus 1.25%, and contains terms customary for a financing of this type.
Each borrowing under the agreement provides for 60 monthly payments, which will commence upon the completion of the construction period. In connection with this construction financing arrangement, UNIFI has borrowed a total of $9,755 and transitioned $5,672 of completed asset costs to finance lease obligations as of April 2, 2023.
6. Income Taxes
The provision for income taxes and effective tax rate were as follows:
Effective tax rate
(28.3
)%
56.6
(2.7
46.9
Income Tax Expense
UNIFI’s provision for income taxes for the nine months ended April 2, 2023 and March 27, 2022 was calculated by applying the estimated annual effective tax rate to year-to-date pre-tax book income and adjusting for discrete items that occurred during the period.
The effective tax rates for the three months and nine months ended April 2, 2023 varied from the U.S. federal statutory rate primarily due to losses for which UNIFI does not expect to realize a future tax benefit and a discrete tax benefit related to the recovery of certain Brazilian income taxes paid in prior years.
The effective tax rates for the three months and nine months ended March 27, 2022 were higher than the U.S. federal statutory rate primarily due to an increase in the valuation allowance for deferred tax assets, earnings taxed at higher rates in foreign jurisdictions, and deferred tax on unremitted earnings.
Unrecognized Tax Benefits
UNIFI regularly assesses the outcomes of both completed and ongoing examinations to ensure that its provision for income taxes is sufficient. Certain returns that remain open to examination have utilized carryforward tax attributes generated in prior tax years, including net operating losses, which could potentially be revised upon examination.
7. Shareholders’ Equity
On October 31, 2018, UNIFI announced that its Board of Directors (the “Board”) approved a share repurchase program (the “2018 SRP”) under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases may be made from time to time in the open market at prevailing market prices, through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements, and other factors. The share repurchase authorization is discretionary and has no expiration date. Repurchases, if any, are expected to be financed through cash generated from operations and borrowings under the ABL Revolver and are subject to applicable limitations and restrictions as set forth in the ABL Facility. UNIFI may discontinue repurchases at any time that management determines additional purchases are not beneficial or advisable.
8
The following table summarizes UNIFI’s repurchases and retirements of its common stock under the 2018 SRP for the fiscal periods noted:
Total Numberof SharesRepurchased asPart of PubliclyAnnounced Plansor Programs
Average PricePaid per Share
Approximate DollarValue that MayYet Be RepurchasedUnder PubliclyAnnounced Plansor Programs
Fiscal 2019
50,000
Fiscal 2020
84
23.72
48,008
Fiscal 2021
Fiscal 2022
617
14.84
38,859
Fiscal 2023 (through April 2, 2023)
Total
701
15.90
Repurchased shares are retired and have the status of authorized and unissued shares. The cost of the repurchased shares is recorded as a reduction to common stock to the extent of the par value of the shares acquired and the remainder is allocated between capital in excess of par value and retained earnings, on a pro rata basis.
8. Stock-Based Compensation
On October 29, 2020, UNIFI’s shareholders approved the Unifi, Inc. Second Amended and Restated 2013 Incentive Compensation Plan (the “2020 Plan”). The 2020 Plan set the number of shares available for future issuance pursuant to awards granted under the 2020 Plan to 850. No additional awards can be granted under prior plans; however, awards outstanding under a respective prior plan remain subject to that plan’s provisions.
The following table provides the number of awards remaining available for future issuance under the 2020 Plan as of April 2, 2023:
Authorized under the 2020 Plan
850
Plus: Awards expired, forfeited or otherwise terminated unexercised
Less: Awards granted to employees
(544
Less: Awards granted to non-employee directors
(114
Available for issuance under the 2020 Plan
196
On October 27, 2021, UNIFI’s shareholders approved the Unifi, Inc. Employee Stock Purchase Plan (the “ESPP”) as described in Unifi, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 2, 2021. The ESPP reserved 100 Company shares, is intended to be a qualified plan under applicable tax law, and allows eligible employees to purchase Company shares at a 15% discount from market value. ESPP activity is reflected as options exercised in the condensed consolidated statements of shareholders’ equity.
9. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities
Financial Instruments
For the nine months ended April 2, 2023 and March 27, 2022, there were no significant changes to UNIFI’s assets and liabilities measured at fair value, and there were no transfers into or out of the levels of the fair value hierarchy.
UNIFI believes that there have been no significant changes to its credit risk profile or the interest rates available to UNIFI for debt issuances with similar terms and average maturities, and UNIFI estimates that the fair values of its debt obligations approximate the carrying amounts. Other financial instruments include cash and cash equivalents, receivables, accounts payable, and accrued expenses. The financial statement carrying amounts of these items approximate the fair values due to their short-term nature.
Grantor Trust
The UNIFI, Inc. Deferred Compensation Plan (the “DCP”), established in fiscal 2022, is an unfunded non-qualified deferred compensation plan in which certain key employees are eligible to participate. The fair values of the investment assets held by the grantor trust established in connection with the DCP were approximately $2,586 and $2,196 as of April 2, 2023 and July 3, 2022, respectively, and are classified as trading securities within Other non-current assets. The grantor trust assets have readily-available market values and are classified as Level 1 trading securities in the fair value hierarchy. Trading gains and losses associated with these investments are recorded to Other operating (income) expense, net. The associated DCP liability is recorded within Other long-term liabilities, and any increase or decrease in the liability is also recorded in Other operating (income) expense, net. During the nine months ended April 2, 2023, we recorded net gains on investments held by the trust of $78.
Derivative Instruments
UNIFI uses derivative financial instruments such as interest rate swaps to reduce its ongoing business exposures to fluctuations in interest rates. UNIFI does not enter into derivative contracts for speculative purposes. Since June 2022, UNIFI has had no outstanding derivative instruments.
10. Accumulated Other Comprehensive Loss
The components of and the changes in accumulated other comprehensive loss, net of tax, as applicable, consist of the following:
ForeignCurrencyTranslationAdjustments
Accumulated OtherComprehensive Loss
Other comprehensive income
A summary of the after-tax effects of the components of other comprehensive loss, net for the three-month and nine-month periods ended April 2, 2023 and March 27, 2022 is included in the accompanying condensed consolidated statements of comprehensive (loss) income.
11. Earnings Per Share
The components of the calculation of earnings per share (“EPS”) are as follows:
Basic weighted average shares
18,052
18,473
18,029
18,500
Net potential common share equivalents
469
474
Diluted weighted average shares
18,942
18,974
Excluded from the calculation of common share equivalents:
Anti-dilutive common share equivalents
443
330
Excluded from the calculation of diluted shares:
Unvested stock options that vest upon achievement of certain market conditions
333
The calculation of EPS is based on the weighted average number of Unifi, Inc.’s common shares outstanding for the applicable period. The calculation of diluted EPS presents the effect of all potential dilutive common shares that were outstanding during the respective period, unless the effect of doing so is anti-dilutive.
12. Commitments and Contingencies
Collective Bargaining Agreements
While employees of UNIFI’s Brazilian operations are unionized, none of the labor force employed by UNIFI’s domestic or other foreign subsidiaries is currently covered by a collective bargaining agreement.
Environmental
On September 30, 2004, Unifi Kinston, LLC (“UK”), a subsidiary of Unifi, Inc., completed its acquisition of polyester filament manufacturing assets located in Kinston, North Carolina (“Kinston”) from Invista S.a.r.l. (“INVISTA”). The land for the Kinston site was leased pursuant to a 99-year ground lease (the “Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency and the North Carolina Department of Environmental Quality (“DEQ”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and remediate the AOCs to comply with applicable regulatory standards. Effective March 20, 2008, UK entered into a lease termination agreement associated with conveyance of certain assets at the Kinston site to DuPont. This agreement terminated the Ground Lease and relieved UK of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UK’s period of operation of the Kinston site, which was from 2004 to 2008. At this time, UNIFI has no basis to determine if or when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same. UK continues to own property (the “Kentec site”) acquired in the 2004 transaction with INVISTA that has contamination from DuPont’s prior operations and is monitored by DEQ. The Kentec site has been remediated by DuPont, and DuPont has received authority from DEQ to discontinue further remediation, other than natural attenuation. Prior to transfer of responsibility to UK, DuPont and UK had a duty to monitor and report the environmental status of the Kentec site to DEQ. Effective April 10, 2019, UK assumed sole remediator responsibility of the Kentec site pursuant to its contractual obligations with INVISTA and received $180 of net monitoring and reporting costs due from DuPont. In connection with monitoring, UK expects to sample and report to DEQ annually. At this time, UNIFI does not expect any active site remediation will be required but expects that any costs associated with active site remediation, if ever required, would likely be immaterial.
10
13. Related Party Transactions
There were no related party receivables as of April 2, 2023 or July 3, 2022.
Related party payables for Salem Leasing Corporation consisted of the following:
405
432
Operating lease obligations
575
811
3,995
4,933
Total related party payables
4,975
6,176
The following were the Company’s significant related party transactions:
Affiliated Entity
Transaction Type
Salem Leasing Corporation
Payments for transportation equipment costs and finance lease debt service
1,048
1,030
3,431
3,117
14. Business Segment Information
UNIFI defines operating segments as components of the organization for which discrete financial information is available and operating results are evaluated on a regular basis by UNIFI’s principal executive officer, who is the chief operating decision maker (the “CODM”), in order to assess performance and allocate resources. Characteristics of UNIFI which were relied upon in making the determination of reportable segments include the nature of the products sold, the internal organizational structure, the trade policies in the geographic regions in which UNIFI operates, and the information that is regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.
In the fourth fiscal quarter of fiscal 2022, UNIFI realigned its operating and reportable segments to correspond with changes to its operating model, management structure, and organizational responsibilities, reflecting the manner in which business performance is evaluated, resources are allocated, and financial statement users can best understand the results of operations. Accordingly, UNIFI is now reporting the Americas Segment, Brazil Segment, and Asia Segment. The Americas Segment represents the combination of the previously reported Polyester Segment, Nylon Segment, and All Other category. There are no changes to the composition of the historical Brazil Segment and Asia Segment. Comparative prior period disclosures have been updated to conform to the new presentation.
UNIFI has three reportable segments.
UNIFI evaluates the operating performance of its segments based upon Segment Profit, which represents segment gross profit (loss) plus segment depreciation expense. This measurement of segment profit or loss best aligns segment reporting with the current assessments and evaluations performed by, and information provided to, the CODM.
The accounting policies for the segments are consistent with UNIFI’s accounting policies. Intersegment sales are omitted from segment disclosures, as they are (i) insignificant to UNIFI’s segments and eliminated from consolidated reporting and (ii) excluded from segment evaluations performed by the CODM.
Selected financial information is presented below:
For the Three Months Ended April 2, 2023
Americas
Brazil
Asia
101,946
27,380
27,412
98,788
24,998
23,299
3,158
2,382
4,113
Segment depreciation expense
5,574
549
6,123
Segment Profit
8,732
2,931
15,776
11
For the Three Months Ended March 27, 2022
119,736
29,767
51,277
113,952
23,784
43,900
5,784
5,983
7,377
5,226
382
5,608
11,010
6,365
24,752
For the Nine Months Ended April 2, 2023
294,832
91,946
85,691
309,627
81,447
73,179
Gross (loss) profit
(14,795
10,499
12,512
16,596
1,410
18,006
1,801
11,909
26,222
For the Nine Months Ended March 27, 2022
345,259
91,106
161,817
329,436
67,657
138,958
15,823
23,449
22,859
15,446
1,042
16,488
31,269
24,491
78,619
The reconciliations of segment gross profit to consolidated (loss) income before income taxes are as follows:
Segment gross profit
There have been no material changes in segment assets during fiscal 2023.
15. Investments in Unconsolidated Affiliates
Included within Other non-current assets are UNIFI’s investments in unconsolidated affiliates: U.N.F. Industries, Ltd. (“UNF”) and UNF America LLC (“UNFA”) (collectively “UNFs”).
U.N.F. Industries, Ltd.
Raw material and production services for UNF are provided by Nilit Ltd. under separate supply and services agreements. UNF’s fiscal year end is December 31, and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.
UNF America LLC
Raw material and production services for UNFA are provided by Nilit America Inc. under separate supply and services agreements. UNFA’s fiscal year end is December 31, and it is a limited liability company located in Ridgeway, Virginia. UNFA is treated as a partnership for its income tax reporting.
In conjunction with the formation of UNFA, UNIFI entered into a supply agreement with UNF and UNFA whereby UNIFI agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNFA. The supply agreement has no stated minimum purchase quantities and pricing is typically negotiated every six months, based on market rates. As of April 2, 2023, UNIFI’s open purchase orders related to this supply agreement were $5,044.
UNIFI’s raw material purchases under this supply agreement consisted of the following:
UNFA
6,604
8,267
19,395
20,849
UNF
93
37
239
8,360
19,432
21,088
As of April 2, 2023 and July 3, 2022, UNIFI had combined accounts payable due to UNF and UNFA of $4,621 and $5,565, respectively.
UNIFI has determined that UNF and UNFA are variable interest entities and that UNIFI is the primary beneficiary of these entities, based on the terms of the supply agreement discussed above. As a result, these entities should be consolidated with UNIFI’s financial results. As (i) UNIFI purchases substantially all of the output from the two entities, (ii) the two entities’ balance sheets constitute 3% or less of UNIFI’s current assets and total assets, and (iii) such balances are not expected to comprise a larger portion in the future, UNIFI has not included the accounts of UNF and UNFA in its consolidated financial statements and instead is accounting for these entities as equity investments. As of April 2, 2023, UNIFI’s combined investments in UNF and UNFA were $2,504. The financial results of UNF and UNFA are included in UNIFI’s consolidated financial statements with a one-month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with UNIFI’s accounting policy. Other than the supply agreement discussed above, UNIFI does not provide any other commitments or guarantees related to either UNF or UNFA.
Condensed balance sheet and income statement information for UNIFI’s unconsolidated affiliates (including reciprocal balances) are presented in the tables below.
Current assets
9,150
10,705
Non-current assets
521
605
Current liabilities
6,542
8,056
Non-current liabilities
Shareholders’ equity and capital accounts
3,129
3,254
UNIFI’s portion of undistributed earnings
2,445
2,013
5,041
8,816
21,076
22,301
282
487
1,215
1,059
(Loss) income from operations
(138
60
(87
(194
(154
54
(125
(199
Depreciation and amortization
27
83
Distributions received
16. Supplemental Cash Flow Information
Cash payments for interest and taxes consist of the following:
Interest, net of capitalized interest of $403 and $322, respectively
4,143
1,980
Income tax payments, net
4,760
11,626
Cash payments for taxes shown above consist primarily of income and withholding tax payments made by UNIFI in both U.S. and foreign jurisdictions, net of refunds. The nine months ended March 27, 2022 includes an income tax payment of $3,749 related to the recovery of non-income taxes in Brazil.
Non-Cash Investing and Financing Activities
As of April 2, 2023 and July 3, 2022, $1,332 and $2,456, respectively, were included in accounts payable for unpaid capital expenditures. As of March 27, 2022 and June 27, 2021, $1,981 and $2,080, respectively, were included in accounts payable for unpaid capital expenditures.
During the nine months ended April 2, 2023 and March 27, 2022, UNIFI recorded non-cash activity relating to finance leases of $3,179 and $1,764 respectively.
In connection with the commencement of the 2022 Credit Agreement in October 2022, $52,500 of borrowings outstanding on the revolving credit facility were transferred to the term loan, such that revolver borrowings were reduced by $52,500 and term loan borrowings were increased by $52,500 with no flow of cash.
13
17. Other Financial Data
Select balance sheet information is presented in the following table.
Receivables, net:
Customer receivables
84,599
99,963
Allowance for uncollectible accounts
(1,356
(1,498
Reserves for quality claims
(834
(860
Net customer receivables
82,409
97,605
Banker's acceptance notes
4,579
7,849
Other receivables
980
1,111
Total receivables, net
Inventories:
Raw materials
50,681
69,994
Supplies
11,984
11,953
Work in process
8,860
10,358
Finished goods
75,637
84,477
Gross inventories
147,162
176,782
Net realizable value adjustment
(3,984
(3,487
Total inventories
Other current assets:
Vendor deposits
5,623
6,910
Value-added taxes receivable
3,881
1,987
Prepaid expenses and other
3,004
2,359
6,770
Contract assets
403
285
Total other current assets
Property, plant and equipment, net:
Land
3,166
3,160
Land improvements
16,443
Buildings and improvements
166,675
164,252
Assets under finance leases
13,947
10,921
Machinery and equipment
643,347
635,699
Computers, software and office equipment
26,213
25,348
Transportation equipment
10,643
10,591
Construction in progress
22,316
20,397
Gross property, plant and equipment
902,750
886,811
Less: accumulated depreciation
(668,540
(666,569
Less: accumulated amortization – finance leases
(5,015
(3,904
Total property, plant and equipment, net
Other non-current assets:
Recovery of taxes
5,492
1,463
Grantor trust
2,586
2,196
Investments in unconsolidated affiliates
2,504
2,072
Intangible assets, net
1,479
2,500
Other
925
557
Total other non-current assets
Other current liabilities:
Payroll and fringe benefits
8,415
9,414
Utilities
1,578
2,287
Deferred revenue
1,471
1,694
Incentive compensation
3,916
Property taxes and other
1,587
2,495
Total other current liabilities
Other long-term liabilities:
Nonqualified deferred compensation plan obligation
2,501
1,982
Uncertain tax positions
1,894
1,575
516
892
Total other long-term liabilities
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of certain significant factors that have affected UNIFI’s operations, along with material changes in financial condition, during the periods included in the accompanying condensed consolidated financial statements. A reference to a “note” in this section refers to the accompanying notes to condensed consolidated financial statements. A reference to the “current period” refers to the three-month period ended April 2, 2023, while a reference to the “prior period” refers to the three-month period ended March 27, 2022. A reference to the “current nine-month period” refers to the nine-month period ended April 2, 2023, while a reference to the “prior nine-month period” refers to the nine-month period ended March 27, 2022. Such references may be accompanied by certain phrases for added clarity. The current period and the prior period each consisted of 13 weeks. The current nine-month period and the prior nine-month period each consisted of 39 weeks.
Our discussions in this Item 2 focus on our results during, or as of, the three months and nine months ended April 2, 2023 and March 27, 2022, and, to the extent applicable, any material changes from the information discussed in the 2022 Form 10-K or other important intervening developments or information. These discussions should be read in conjunction with the 2022 Form 10-K for more detailed and background information about our business, operations, and financial condition.
Discussion of foreign currency translation is primarily associated with changes in the Brazilian Real (“BRL”) and changes in the Chinese Renminbi (“RMB”) versus the U.S. Dollar (“USD”). Weighted average exchange rates were as follows:
BRL to USD
5.19
5.20
5.23
5.32
RMB to USD
6.85
6.35
6.92
6.40
Overview and Significant General Matters
UNIFI focuses on delivering products and solutions to direct customers and brand partners throughout the world, leveraging our internal manufacturing capabilities and an enhanced global supply chain that delivers a diverse range of synthetic and recycled fibers and polymers. Our strategic initiatives include (i) leveraging our competitive advantages to grow market share in each of the major geographies we serve, (ii) expanding our presence in non-apparel markets with additional REPREVE® products, (iii) advancing the development and commercialization of innovative and sustainable solutions, and (iv) increasing brand awareness for REPREVE®. We believe our strategic initiatives will increase revenue and profitability and generate improved cash flows from operations.
Current Economic Environment
The current economic environment and significant decrease in textile product demand has adversely impacted our consolidated sales and profitability in fiscal 2023. In addition to the current unfavorable economic environment and the inventory destocking measures taken by brands and retailers, the following pressures have continued from fiscal 2022 into fiscal 2023: (i) the impact of inflation on consumer spending, (ii) rising interest rates, (iii) the Russia-Ukraine conflict, and (iv) supply chain volatility. UNIFI will continue to monitor these and other aspects of the current economic environment and work closely with stakeholders to ensure business continuity and liquidity.
Input Costs and Global Production Volatility
In addition to the escalation of input costs in fiscal 2022, UNIFI experienced inefficiencies in the global supply chain in connection with (i) freight costs and logistics slowdowns in foreign markets; (ii) a tighter labor pool in the U.S.; and (iii) suppressed productivity from our business partners resulting from pandemic-related lockdowns in certain regions, particularly Asia. Despite lowered input and freight costs and a marginally more stable labor pool during fiscal 2023, the global demand volatility and uncertainty that began in late fiscal 2022 has continued throughout fiscal 2023, as the threat of recession and global tensions continue to create uncertainty. The existing challenges and future uncertainty, particularly for rising input costs, labor productivity, and global demand, could worsen and/or continue for prolonged periods, materially impacting our consolidated sales and gross profit. Also, the need for future selling price adjustments in connection with inflationary costs could impact our ability to retain current customer programs and compete successfully for new programs in certain regions.
Cash Deposits and Financial Institution Risk
During the current period, certain regional bank crises and failures generated additional uncertainty and volatility in the financial and credit markets. UNIFI currently holds the vast majority of its cash deposits with large foreign banks in our associated operating regions, and management maintains the ability to repatriate cash to the U.S. relatively quickly. Accordingly, UNIFI has not modified its mix of financial institutions holding cash deposits, but UNIFI will continue to monitor the environment and current events to ensure any increase in concentration or credit risk is appropriately and timely addressed. If any of the financial institutions within our 2022 Credit Agreement or construction financing arrangement (“lending counterparties”) are unable to perform on their commitments, our liquidity could be impacted. We actively monitor all lending counterparties, and none have indicated that they may be unable to perform on their commitments. In addition, we periodically review our lending counterparties, considering the stability of the institutions and other aspects of the relationships. Based on our monitoring activities, we currently believe our lending counterparties will be able to perform their commitments.
Key Performance Indicators and Non-GAAP Financial Measures
UNIFI continuously reviews performance indicators to measure its success. These performance indicators form the basis of management’s discussion and analysis included below:
EBITDA, Adjusted EBITDA, Adjusted Net (Loss) Income, Adjusted EPS, Adjusted Working Capital, and Net Debt (collectively, the “non-GAAP financial measures”) are not determined in accordance with GAAP and should not be considered a substitute for performance measures determined in accordance with GAAP. The calculations of the non-GAAP financial measures are subjective, based on management’s belief as to which items should be included or excluded in order to provide the most reasonable and comparable view of the underlying operating performance of the business. We may, from time to time, modify the amounts used to determine our non-GAAP financial measures. When applicable, management’s discussion and analysis includes specific consideration for items that comprise the reconciliations of its non-GAAP financial measures. We believe that these non-GAAP financial measures better reflect UNIFI’s underlying operations and performance and that their use, as operating performance measures, provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets, among otherwise comparable companies.
Management uses Adjusted EBITDA (i) as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, as it removes the impact of items (a) directly related to our asset base (primarily depreciation and amortization) and/or (b) that we would not expect to occur as a part of our normal business on a regular basis; (ii) for planning purposes, including the preparation of our annual operating budget; (iii) as a valuation measure for evaluating our operating performance and our capacity to incur and service debt, fund capital expenditures, and expand our business; and (iv) as one measure in determining the value of other acquisitions and dispositions. Adjusted EBITDA is a key performance metric utilized in the determination of variable compensation. We also believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity because it serves as a high-level proxy for cash generated from operations and is relevant to our fixed charge coverage ratio.
Management uses Adjusted Net (Loss) Income and Adjusted EPS (i) as measurements of net operating performance because they assist us in comparing such performance on a consistent basis, as they remove the impact of (a) items that we would not expect to occur as a part of our normal business on a regular basis and (b) components of the provision for income taxes that we would not expect to occur as a part of our underlying taxable operations; (ii) for planning purposes, including the preparation of our annual operating budget; and (iii) as measures in determining the value of other acquisitions and dispositions.
Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventories and receivables.
Management uses Net Debt as a liquidity and leverage metric to determine how much debt would remain if all cash and cash equivalents were used to pay down debt principal.
16
Review of Results of Operations
Three Months Ended April 2, 2023 Compared to Three Months Ended March 27, 2022
Consolidated Overview
The below tables provide:
Following the tables is a discussion and analysis of the significant components of net (loss) income.
% ofNet Sales
%Change
100.0
(21.9
93.8
90.5
(19.0
6.2
9.5
(49.6
SG&A
7.7
7.2
(16.2
(0.1
(66.9
0.2
(0.4
nm
(1.7
2.8
Interest expense, net
1,519
1.0
217
0.1
0.4
(100.0
(2.6
2.3
0.7
1.3
(57.6
(3.3
nm = not meaningful
EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)
The reconciliations of the amounts reported under GAAP for Net (loss) income to EBITDA and Adjusted EBITDA were as follows:
Depreciation and amortization expense (1)
6,871
6,433
EBITDA
4,351
11,414
Contract modification costs (2)
623
Recovery of non-income taxes, net (3)
Adjusted EBITDA
4,974
12,229
17
Adjusted Net (Loss) Income and Adjusted EPS (Non-GAAP Financial Measures)
The tables below set forth reconciliations of (i) (Loss) income before income taxes (“Pre-tax (Loss) Income”), Provision for income taxes (“Tax Impact”), and Net (Loss) Income to Adjusted Net (Loss) Income and (ii) Diluted EPS to Adjusted EPS.
Pre-tax Loss
Tax Impact
Net Loss
Diluted EPS
Pre-tax Income
Net Income
GAAP results
(1,145
(2,698
Contract modification costs (1)
0.04
Recovery of non-income taxes, net (2)
(257
558
0.03
Adjusted results
(3,416
(4,561
(0.25
5,579
(2,955
2,624
0.14
Weighted average common shares outstanding
Net Sales
Consolidated net sales for the current period decreased by $44,042, or 21.9%, and consolidated sales volumes decreased 22.3%, compared to the prior period. The decreases occurred primarily due to lower volumes in the Americas and Asia Segments as a result of lower global demand in connection with the inventory destocking efforts of major brands and retailers.
Consolidated weighted average sales prices increased 0.4%, an insignificant change.
REPREVE® Fiber products for the current period comprised 32%, or $49,619, of consolidated net sales, down from 36%, or $71,930, for the prior period. The lower volumes and net sales in the Asia Segment, which has the highest proportion of REPREVE® Fiber sales as a percentage of segment net sales, was the main driver for the lower REPREVE® Fiber sales.
Gross Profit
Gross profit for the current period decreased by $9,491, or 49.6%, compared to the prior period. Gross profit decreased as a result of the decline in net sales, combined with weak fixed cost absorption for the Americas Segment, where utilization and productivity are materially impactful to gross profit. Although raw material costs for the Americas Segment have decreased meaningfully in fiscal 2023, the associated benefit was muted by low production levels and weak demand.
SG&A for the current period decreased compared to the prior period, primarily due to (i) lower incentive compensation for the current period and (ii) lower discretionary expenses, including marketing and advertising.
Benefit for Bad Debts
The current period and prior period bad debt changes reflect no material activity.
Other Operating Expense (Income), Net
The current period and prior period include foreign currency transaction losses (gains) of $174 and $(895), respectively. The current period also includes $623 paid to a vendor to facilitate an 18-month delay for contracted equipment purchases.
Interest Expense, Net
Interest expense, net increased in connection with higher debt principal following continued capital investments and higher interest rates.
18
Equity in Earnings of Unconsolidated Affiliates
There was no material activity for the current period or the prior period.
Recovery of Non-income Taxes, Net
In fiscal 2021, UNIFI recognized an estimated benefit from the expected recovery of non-income taxes in Brazil. During the prior period, UNIFI reduced the estimate by $815 based on additional clarity and precedent surrounding the recovery process.
Income Taxes
Provision for income taxes and the effective tax rate were as follows:
The effective tax rate is subject to variation due to a number of factors, including: variability in pre-tax book income; the mix of income by jurisdiction; changes in deferred tax valuation allowances; and changes in statutes, regulations, and case law. Additionally, the impacts of discrete and other rate impacting items are more pronounced when income (loss) before income taxes is lower.
The decrease in the effective tax rate from the prior period to the current period is primarily attributable to lower income for foreign subsidiaries, in combination with the impact of further losses in the U.S. and the associated valuation allowance for deferred tax assets.
Net (Loss) Income
The decrease in net (loss) income was primarily attributable to the decrease in gross profit and the associated adverse impact of lower U.S. earnings on the effective tax rate, partially offset by lower SG&A in the current period.
Adjusted EBITDA (Non-GAAP Financial Measure)
Adjusted EBITDA decreased primarily in connection with lower gross profit, partially offset by lower SG&A in the current period.
Adjusted Net (Loss) Income and Adjusted EPS decreased from the prior period to the current period, commensurate with the decrease in net (loss) income.
Segment Overview
Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current period.
Americas Segment
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Americas Segment, were as follows:
(14.9
96.9
95.2
(13.3
3.1
4.8
(45.4
Depreciation expense
5.5
4.4
6.7
8.6
9.2
(20.7
Segment net sales as a percentage of consolidated amounts
65.0
59.6
Segment Profit as a percentage of consolidated amounts
55.3
44.5
The change in net sales for the Americas Segment was as follows:
Net sales for the prior period
Decrease in sales volumes
(11,513
Net change in average selling price and sales mix
(6,277
Net sales for the current period
19
The change in net sales for the Americas Segment from the prior period to the current period was primarily attributable to lower sales volumes following weaker global textile demand. Net change in average selling price and sales mix reflects a larger proportion of lower-priced Flake and Chip sales in the current period.
The change in Segment Profit for the Americas Segment was as follows:
Segment Profit for the prior period
Net decrease in underlying margins
(1,220
(1,058
Segment Profit for the current period
The decrease in Segment Profit for the Americas Segment from the prior period to the current period was primarily attributable to lower production volumes driving weaker fixed cost absorption in connection with lower sales volumes.
Brazil Segment
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Brazil Segment, were as follows:
(8.0
91.3
79.9
5.1
8.7
20.1
(60.2
2.0
43.7
10.7
21.4
(54.0
17.5
14.8
18.6
25.7
The change in net sales for the Brazil Segment was as follows:
Decrease in average selling price
(6,900
Increase in sales volumes
4,439
Favorable foreign currency translation effects
74
The decrease in net sales for the Brazil Segment from the prior period to the current period was primarily attributable to pricing pressure from import competition, partially offset by higher sales volumes in connection with market share gains.
The change in Segment Profit for the Brazil Segment was as follows:
Decrease in underlying unit margins
(4,440
954
The decrease in Segment Profit for the Brazil Segment from the prior period to the current period was primarily attributable to an overall decrease in gross margin mainly due to pressure on selling prices from low-priced import competition.
20
Asia Segment
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Asia Segment, were as follows:
(46.5
85.0
85.6
(46.9
15.0
14.4
(44.2
25.5
26.1
29.8
The change in net sales for the Asia Segment was as follows:
Net decrease in sales volumes
(24,720
Unfavorable foreign currency translation effects
(3,161
Change in average selling price and sales mix
4,016
The decrease in net sales for the Asia Segment from the prior period to the current period was primarily attributable to weaker global demand in connection with the inventory destocking efforts of major brands and retailers driving lower sales volumes, partially offset by a strong sales mix.
The change in Segment Profit for the Asia Segment was as follows:
(3,548
(471
Change in underlying margins and sales mix
755
The decrease in Segment Profit for the Asia Segment from the prior period to the current period follows the decline in net sales and sales volumes discussed above, as the comparable gross margin rate for the Asia Segment improved with a strong sales mix.
Nine Months Ended April 2, 2023 Compared to Nine Months Ended March 27, 2022
21
(21.0
98.3
89.6
(13.4
1.7
10.4
(86.8
7.5
6.6
(8.8
(92.2
Other operating income, net
(5.8
3.9
3,594
1,196
40.0
(6.4
3.7
(92.1
(6.6
20,261
19,007
(6,391
42,174
(5,768
42,989
(809
(10,296
Recovery of income taxes (3)
(0.21
0.02
(29,623
(4,608
(34,231
(1.90
22,786
(10,553
12,233
0.64
22
Consolidated net sales for the current nine-month period decreased by $125,713, or 21.0%, and consolidated sales volumes decreased 26.6%, compared to the prior nine-month period. The decreases occurred primarily due to lower volumes in the Americas and Asia Segments as a result of lower global demand in connection with the inventory destocking efforts of major brands and retailers in addition to pandemic-related lockdowns in Asia, partially offset by higher selling prices in response to higher raw material and input costs.
Consolidated weighted average sales prices increased 5.6%, primarily attributable to higher selling prices in response to higher input costs.
REPREVE® Fiber products for the current nine-month period comprised 30%, or $141,664, of consolidated net sales, down from 38%, or $225,360, for the prior nine-month period. The lower volumes and net sales in the Asia Segment, which has the highest proportion of REPREVE® Fiber sales as a percentage of segment net sales, was the main driver for the lower REPREVE® Fiber sales.
Gross profit for the current nine-month period decreased by $53,915, or 86.8%, compared to the prior nine-month period. Gross profit decreased as a result of the decline in net sales combined with weak fixed cost absorption for the Americas Segment, where utilization and productivity are materially impactful to gross profit. Although raw material costs for the Americas Segment decreased meaningfully in the current nine-month period, the associated benefit was muted by low production levels, weak demand, and higher priced raw material inventory purchased in the fourth fiscal quarter of 2022.
SG&A for the current nine-month period decreased compared to the prior nine-month period, primarily due to (i) lower incentive compensation for the current nine-month period and (ii) lower discretionary expenses, including marketing and advertising.
The current nine-month period and prior nine-month period bad debt changes reflect no material activity.
Other Operating Income, Net
The current nine-month period and prior nine-month period include foreign currency transaction gains of $629 and $365, respectively, in addition to $346 of severance costs in the prior nine-month period. The current nine-month period also includes $623 paid to a vendor to facilitate an 18-month delay for equipment purchases.
Interest expense, net increased in connection with higher debt principal following continued capital investments and higher interest rates during the current nine-month period. Interest expense, net for the current nine-month period also includes $273 of loss on debt extinguishment.
There was no material activity for the current nine-month period or the prior nine-month period.
In fiscal 2021, UNIFI recognized an estimated benefit from the expected recovery of non-income taxes in Brazil. During the prior nine-month period, UNIFI reduced the estimate by $815 based on additional clarity and precedent surrounding the recovery process.
23
The decrease in the effective tax rate from the prior nine-month period to the current nine-month period is primarily attributable to lower income for foreign subsidiaries, in combination with the impact of further losses in the U.S. and the associated valuation allowance for deferred tax assets in the current period. Additionally, a discrete tax benefit was recognized in the second quarter of fiscal 2023 related to the recovery of certain Brazilian income taxes paid in prior years.
The decrease in net (loss) income was primarily attributable to the decrease in gross profit and the associated adverse impact of lower U.S. earnings on the effective tax rate.
Adjusted EBITDA decreased primarily in connection with lower gross profit.
Adjusted Net (Loss) Income and Adjusted EPS decreased from the prior nine-month period to the current nine-month period, commensurate with the decrease in net (loss) income.
Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current nine-month period.
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior nine-month period amounts for the Americas Segment, were as follows:
(14.6
105.0
95.4
(6.0
(5.0
4.6
(193.5
5.6
4.5
7.4
0.6
9.1
(94.2
62.4
57.7
6.9
39.8
Net sales for the prior nine-month period
(67,171
16,744
Net sales for the current nine-month period
The change in net sales for the Americas Segment from the prior nine-month period to the current nine-month period was primarily attributable to lower sales volumes following weaker global textile demand, partially offset by higher average selling prices in response to higher input costs.
Segment Profit for the prior nine-month period
Change in underlying margins and sales mix from excess capacity
(23,385
(6,083
Segment Profit for the current nine-month period
The decrease in Segment Profit for the Americas Segment from the prior nine-month period to the current nine-month period was primarily attributable to lower production volumes driving weaker fixed cost absorption in connection with lower sales volumes.
24
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior nine-month period amounts for the Brazil Segment, were as follows:
0.9
88.6
74.3
20.4
11.4
(55.2
1.6
1.2
35.3
13.0
26.9
(51.4
19.5
15.2
45.4
31.2
12,367
1,646
Decrease in average selling price and change in sales mix
(13,173
The increase in net sales for the Brazil Segment from the prior nine-month period to the current nine-month period was primarily attributable to higher sales volumes and favorable foreign currency translation effects, partially offset by the expected decrease in average selling price following the exceptional pricing levels experienced during the pandemic recovery in fiscal 2022. The Brazil Segment has undertaken aggressive pricing (i) against low-priced competitive imports and (ii) in the pursuit of greater market share.
Decrease in underlying margins
(16,400
3,330
488
The decrease in Segment Profit for the Brazil Segment from the prior nine-month period to the current nine-month period was primarily attributable to an overall decrease in gross margin mainly due to the decrease in selling prices discussed above and the impact of higher raw material costs in beginning inventory.
The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior nine-month period amounts for the Asia Segment, were as follows:
(47.0
85.4
85.9
(47.3
14.6
14.1
(45.3
18.1
27.1
47.7
29.1
(76,783
(11,107
11,764
25
The decrease in net sales for the Asia Segment from the prior nine-month period to the current nine-month period was primarily attributable to weaker global demand and pandemic-related lockdowns driving lower sales volumes, partially offset by a strong sales mix.
(10,807
(1,648
2,108
The decrease in Segment Profit for the Asia Segment from the prior nine-month period to the current nine-month period follows the decline in net sales and sales volumes discussed above, as the comparable gross margin rate for the Asia Segment improved due to a stronger sales mix.
Liquidity and Capital Resources
Note 5, “Long-Term Debt” to the condensed consolidated financial statements includes the detail of UNIFI’s debt obligations and terms and conditions thereof. Further discussion and analysis of liquidity and capital resources follow.
UNIFI’s primary capital requirements are for working capital, capital expenditures, debt service, and share repurchases. UNIFI’s primary sources of capital are cash generated from operations, borrowings available under the 2022 Credit Agreement, and asset financing arrangements. For the current nine-month period, cash provided by operations was $8,349, and, at April 2, 2023, availability under the ABL Revolver was $69,114.
As of April 2, 2023, all of UNIFI’s $136,010 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while nearly all of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of strategies to ensure that its worldwide cash is available in the locations where it is needed.
The following table presents a summary of cash and cash equivalents, borrowings available under financing arrangements, liquidity, working capital, and total debt obligations as of April 2, 2023 for domestic operations compared to foreign operations:
Domestic
Foreign
49,689
Borrowings available under financing arrangements
69,114
Liquidity
69,131
118,820
Working capital
88,215
133,018
221,233
Total debt obligations
UNIFI’s primary cash requirements, in addition to normal course operating activities (e.g. working capital and payroll), primarily include (i) capital expenditures that generally have commitments of up to 12 months, (ii) contractual obligations that support normal course ongoing operations and production, (iii) operating leases and finance leases, (iv) debt service, and (v) share repurchases.
Liquidity Considerations
Following the COVID-19 pandemic, global demand recovery allowed for strong results and cash generation in fiscal 2021. However, in fiscal 2022 and through the current nine-month period, inflation and demand uncertainty have introduced new pressures to liquidity.
Following the establishment of the 2022 Credit Agreement, UNIFI’s cash and liquidity positions are sufficient to sustain its operations and meet its growth needs. However, further degradation in the macroeconomic environment could introduce additional liquidity risk and require UNIFI to limit cash outflows for discretionary activities while further utilizing available and additional forms of credit.
Although global demand for the remainder of calendar 2023 is uncertain, we do not currently anticipate that any adverse events or circumstances will place critical pressure on our liquidity position or our ability to fund our operations and expected business growth. Should global demand, economic activity, or input availability decline considerably for a prolonged period of time, UNIFI maintains the ability to (i) seek additional credit or financing arrangements and/or (ii) re-implement cost reduction initiatives to preserve cash and secure the longevity of the business and operations.
Additionally, UNIFI considers opportunities to deploy existing cash to preserve or enhance liquidity. In August 2022, we repatriated approximately $14,000 from our operations in Asia to the U.S. via an existing intercompany note and, after remitting the appropriate withholding taxes, utilized the cash to reduce our outstanding revolver borrowings, thereby increasing the availability. Management regularly evaluates such repatriations and maintains the ability to take additional, similar actions from time to time, as circumstances warrant.
Recognizing the continuing weak demand environment, in the third quarter of fiscal 2023, UNIFI negotiated a contract modification with an equipment vendor from which significant capital expenditures had occurred and were planned to continue. The contract modification was executed at a cost to UNIFI of $623 and allows UNIFI to delay the associated equipment purchases and installation activities for 18 months, such that approximately $25,000 of capital expenditures originally expected over the March 2023 to September 2024 period are now expected to occur over the September 2024 to March 2026 period. This action allows for improved short- and mid-term liquidity in light of the current subdued levels of sales and facility utilization and allows for a better matching of future capital expenditures with expected higher levels of future business activity.
As textile product demand recovers in the next several quarters, we expect to use cash in support of increasing working capital needs.
26
The following outlines the attributes relating to our credit facility as of April 2, 2023:
In addition to making payments in accordance with the scheduled maturities of debt required under its existing debt obligations, UNIFI may, from time to time, elect to repay additional amounts borrowed under the ABL Facility. Funds to make such repayments may come from the operating cash flows of the business or other sources and will depend upon UNIFI’s strategy, prevailing market conditions, liquidity requirements, contractual restrictions, and other factors.
Liquidity Summary
UNIFI has met its historical liquidity requirements for working capital, capital expenditures, debt service requirements, and other operating needs from its cash flows from operations and available borrowings. UNIFI believes that its existing cash balances, cash provided by operating activities, and credit facility will enable UNIFI to meet its foreseeable liquidity requirements. Domestically, UNIFI’s cash balances, cash provided by operating activities, and borrowings available under the ABL Revolver continue to be sufficient to fund UNIFI’s domestic operating activities as well as cash commitments for its investing and financing activities. For its foreign operations, UNIFI expects its existing cash balances, cash provided by operating activities, and available foreign financing arrangements will provide the needed liquidity to fund the associated operating activities and investing activities, such as future capital expenditures. UNIFI’s foreign operations in Asia and Brazil are in a position to obtain local country financing arrangements due to the operating results of each subsidiary.
Net Debt (Non-GAAP Financial Measure)
The reconciliations for Net Debt are as follows:
304
255
Debt principal
Less: cash and cash equivalents
Net Debt
86,304
61,000
The increase in Net Debt reflects the impact of the constrained demand environment and the anticipated capital expenditures deployed in fiscal 2023.
Working Capital and Adjusted Working Capital (Non-GAAP Financial Measures)
The following table presents the components of working capital and the reconciliation of working capital to Adjusted Working Capital:
(47,702
(73,544
(13,494
(19,806
(1,875
(1,526
(1,874
(2,190
(11,544
(11,726
243,474
Less: Cash and cash equivalents
(49,706
(53,290
Less: Income taxes receivable
(1,777
(160
Less: Income taxes payable
Less: Current operating lease liabilities
Less: Current portion of long-term debt
Adjusted Working Capital
185,043
205,466
When comparing from July 3, 2022 to April 2, 2023, working capital and Adjusted Working Capital decreased.
The decrease in receivables, net was primarily due to (i) a decrease in sales following lower global demand and (ii) a decrease in banker’s acceptance notes held by our Asia Segment. The decrease in inventories was primarily attributable to a decline in raw material purchases and costs in the current nine-month period. The decrease in other current assets was primarily due to utilization of the fiscal 2021 recovery of non-income taxes in Brazil and lower vendor deposits. The decrease in accounts payable followed the decrease in inventories and production activity in the current nine-month period. The decrease in other current liabilities primarily reflects lower business activities and the routine timing differences for payroll and other operating expenses. The changes in current operating lease liabilities, current portion of long-term debt, income taxes receivable, and income taxes payable were insignificant.
Operating Cash Flows
The significant components of net cash provided (used) by operating activities are summarized below.
Subtotal
(13,413
30,528
Other changes
3,741
(718
The increase in operating cash flows was primarily due to reducing working capital associated with a decline in overall business activity in the current nine-month period, which was primarily offset by significantly weaker earnings.
Investing Cash Flows
Investing activities primarily includes $32,461 for capital expenditures.
During the current nine-month period, UNIFI invested $32,461 in capital projects, primarily relating to (i) texturing machinery, (ii) further improvements in production capabilities and technology enhancements in the Americas, and (iii) routine annual maintenance capital expenditures. Maintenance capital expenditures are necessary to support UNIFI’s current operations, capacities, and capabilities and exclude expenses relating to repairs and costs that do not extend an asset’s useful life.
UNIFI expects recent and future capital projects to provide benefits to future profitability. The additional assets from these capital projects consist primarily of machinery and equipment.
Financing Cash Flows
Financing activities primarily include (i) scheduled payments against outstanding indebtedness and (ii) proceeds from construction financing during the current nine-month period.
Share Repurchase Program
As described in Note 7, “Shareholders’ Equity,” no share repurchases have been completed in fiscal 2023.
Contractual Obligations
UNIFI incurs various financial obligations and commitments in the ordinary course of business. Financial obligations are considered to represent known future cash payments that UNIFI is required to make under existing contractual arrangements, such as debt and lease agreements.
After considering the changes generated by the 2022 Credit Agreement and the above discussion of delaying certain equipment purchases by 18 months, there have been no further material changes in the scheduled maturities of UNIFI’s contractual obligations as disclosed under the heading “Contractual Obligations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2022 Form 10-K.
Off-Balance Sheet Arrangements
UNIFI is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on UNIFI’s financial condition, results of operations, liquidity, or capital expenditures.
Critical Accounting Policies
UNIFI’s critical accounting policies are discussed in the 2022 Form 10-K. There have been no changes to UNIFI’s critical accounting policies in fiscal 2023.
28
Item 3. Quantitative and Qualitative Disclosures About Market Risk
UNIFI is exposed to market risks associated with changes in interest rates, fluctuations in foreign currency exchange rates, and raw material and commodity costs, which may adversely affect its financial position, results of operations, or cash flows. UNIFI does not enter into derivative financial instruments for trading purposes, nor is it a party to any leveraged financial instruments.
Interest Rate Risk
UNIFI is exposed to interest rate risk through its borrowing activities. As of April 2, 2023, UNIFI had borrowings under its ABL Facility that totaled $122,900. UNIFI’s sensitivity analysis indicates that a 50-basis point interest rate increase as of April 2, 2023 would result in an increase in annual interest expense of approximately $640.
Foreign Currency Exchange Rate Risk
A complete discussion of foreign currency exchange rate risk is included in the 2022 Form 10-K and is supplemented by the following disclosures.
As of April 2, 2023, UNIFI had no outstanding foreign currency forward contracts.
As of April 2, 2023, foreign currency exchange rate risk concepts included the following:
ApproximateAmount orPercentage
Percentage of total consolidated assets held by UNIFI's subsidiaries outside the U.S. whose functional currency is not the USD
30.6
Cash and cash equivalents held outside the U.S.:
Denominated in USD
13,193
Denominated in RMB
28,320
Denominated in BRL
7,104
Denominated in other foreign currencies
363
Total cash and cash equivalents held outside the U.S.
48,980
Percentage of total cash and cash equivalents held outside the U.S.
98.5
Cash and cash equivalents held inside the U.S. in USD by foreign subsidiaries
Raw Material and Commodity Cost Risks
A complete discussion of raw material and commodity cost risks is included in the 2022 Form 10-K and is supplemented by the following disclosures.
As fiscal 2022 concluded, UNIFI experienced cost increases for raw materials related to inflationary pressures and competing alternatives to U.S. polyester production. Following the recent global demand deterioration, raw material costs have declined in fiscal 2023. We have been able to implement responsive selling price adjustments for the majority of our portfolio throughout fiscal 2022 and 2023. While our underlying gross margin is predominantly pressured by lower textile demand, we expect the impact of recent selling price adjustments to aid margin improvement throughout the remainder of fiscal 2023. Nonetheless, input costs remain subject to volatility, and, should input costs increase unexpectedly or should textile demand worsen, UNIFI’s results of operations and cash flows are likely to be adversely impacted.
Other Risks
UNIFI is also exposed to political risk, including changing laws and regulations governing international trade, such as quotas, tariffs, and tax laws. The degree of impact and the frequency of these events cannot be predicted.
Item 4. Controls and Procedures
As of April 2, 2023, an evaluation of the effectiveness of UNIFI’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of UNIFI’s management, including the principal executive officer and principal financial officer. Based on that evaluation, UNIFI’s principal executive officer and principal financial officer concluded that UNIFI’s disclosure controls and procedures are effective to ensure that information required to be disclosed by UNIFI in its reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by UNIFI in the reports UNIFI files or submits under the Exchange Act is accumulated and communicated to UNIFI’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in UNIFI’s internal control over financial reporting during the three months ended April 2, 2023 that have materially affected, or are reasonably likely to materially affect, UNIFI’s internal control over financial reporting.
Item 1. Legal Proceedings
We are from time to time a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims, and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position, or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 6. Exhibits
Exhibit No.
Description
Restated Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).
3.2
Amended and Restated By-laws of Unifi, Inc., as of October 26, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).
3.3
Declaration of Amendment to the Amended and Restated By-laws of Unifi, Inc. effective April 30, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed May 1, 2019 (File No. 001-10542)).
31.1+
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32++
Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Filed herewith.
++ Furnished herewith.
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.
(Registrant)
Date: May 10, 2023
By:
/s/ CRAIG A. CREATURO
Craig A. Creaturo
Executive Vice President & Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)