SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended Commission File
June 25, 1995 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)
Registrant's telephone no., including a/c: (910) 294-4410
___________________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class On Which Registered
___________________ _______________________
Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of August 4, 1995: $1,520,298,446
Number of shares outstanding as of August 4, 1995: 66,807,005<PAGE>
<PAGE>
Documents Incorporated By Reference
Portions of the Annual Report to shareholders of Unifi, Inc. for
the fiscal year ended June 25, 1995, are incorporated by reference
into Parts I and II hereof.
Portions of the definitive Proxy Statement for the Annual Meeting
of the shareholders of Unifi, Inc., to be held on October 19, 1995
are incorporated by reference into Part III.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
index is located on pages IV-1 through IV-5.<PAGE>
<PAGE>
PART I
Item 1. Business:
Unifi, Inc., a New York corporation formed in 1969, together
with its subsidiaries, hereinafter set forth, (the "Company" or
"Unifi"), is engaged predominantly in the business of processing
yarns by: texturing of synthetic filament polyester and nylon
fiber; and spinning of cotton and cotton blend fibers.
The Company's texturing operation mainly involves purchasing
partially oriented yarn (POY), which is either raw polyester or
nylon filament fiber, from chemical manufacturers and using high
speed machines to draw, heat and twist the POY to produce yarns
having various physical characteristics, depending upon its
ultimate end-use. The Company's spinning operation mainly involves
the spinning on either open-end or ring spindles of cotton, cotton
and undyed synthetic blends, and cotton and pre-dyed polyester
blends into yarns of different strengths and thickness.
The Company currently sells textured polyester yarns, nylon
yarns, dyed yarns, covered yarns, spun yarns made of cotton, cotton
and un-dyed synthetic blends, and cotton and pre-dyed polyester
blends domestically and internationally to weavers and knitters who
produce fabrics for the apparel, industrial, hosiery, home
furnishing, auto upholstery, activewear, and underwear markets.
The Company, internationally, has manufacturing facilities in
Letterkenny, County Donegal, Republic of Ireland, which texturizes
polyester, as well as producing its own polymer (POY).
SOURCES AND AVAILABILITY OF RAW MATERIALS:
A. POY. The primary suppliers of POY to the Company are E.
I. DuPont de Nemours and Company, Hoechst Celanese Corporation, and
Wellman Industries, with the majority of the Company's POY being
supplied by DuPont. Although the Company is heavily dependent upon
a limited number of suppliers, the Company has not had and does not
anticipate any material difficulty in obtaining its raw POY.
B. Cotton. The Company buys its cotton, which is a commodity
and is traded on established markets, from brokers such as Dunavant
Enterprises, HoHenBerg Brothers Co., Staple Cotton, and Stahel
(America). The Company has not had and does not anticipate any
material difficulty in obtaining cotton.
PATENTS AND LICENSES: The Company currently has several
patents and registered trademarks, including the following:
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<PAGE>
DATE ISSUED OR
PATENT TITLE/DESCRIPTION PAT/APP. NO. APPLIED FOR
Dye Tube Spacer For Package 8/284,305 08/02/94
Dyeing
Method For Treatment of Yarn 5,387,263 12/16/93
in Package Form
Yarn Package Cover 080,654 06/18/93
Wallpaper Backing 1,317,705 (Canada) 05/18/93
Nylon/Lycra Composit Yarn 5,237,808 08/24/93
Polyester Substrate (Vinyl) 5,063,108 11/05/91
Polyester Substrate (Vinyl) 5,043,208 08/27/91
Continuous Multi-Filament 4,935,293 06/19/90
Polyester Substrate
Wallpaper Backing 4,925,726 05/15/90
Wallpaper Backing 4,874,019 10/17/89
Wallpaper Backing 325,028 07/26/89
(United Kingdom)
Friction Discs For False- 4,129,980 12/19/78
Twist Head
Apparatus for Restarting 4,125,229 11/14/78
a Broken Thread or Yarn
Strand During a Winding
Process
Safety Guard for the Blade 4,086,698 05/02/78
of Carton Openers
REGISTRATION/ DATE REGISTRATION
TRADEMARK NAME SERIAL NO. FILED
Sheertech 74/637666 02/22/95
Unifi 299,227 07/28/92
Quality Through Pride
(Stylized)
Unifi 261,913 04/02/92
Unifi (Stylized) 261,912 04/02/92
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<PAGE>
Trifi 1,703,349 07/28/92
Mactex 1,511,013 11/01/88
Bi-Dye 1,105,160 06/19/84
The Company does not have any patents, trademarks, licenses,
or franchises which are material to its business as a whole.
CUSTOMERS: The Company in fiscal year ended June 25, 1995,
sold textured and spun yarns to approximately 1,000 customers, one
customer's purchases were approximately 11% of the net sales during
said period, the ten largest customers accounted for approximately
32% of the total sales and the Company does not believe that it is
dependent on any one customer.
BACKLOG: The Company, other than in connection with certain
foreign sales and for textured yarns that are package dyed
according to customers' specifications, does not manufacture to
order. The Company's products can be used in many ways and can be
thought of in terms of a commodity subject to the laws of supply
and demand and, therefore, does not have what is considered a
backlog of orders. In addition, the Company does not consider its
products to be seasonal ones.
COMPETITIVE CONDITIONS: The textile industry in which the
Company currently operates is keenly competitive. The Company
processes and sells high-volume commodity products, pricing is
highly competitive with product quality and customer service being
essential for differentiating the competitors within the industry.
Product quality insures manufacturing efficiencies for the
customer. The Company's polyester and nylon yarns, dyed yarns,
covered yarns and cotton and cotton blend yarns compete with a
number of other domestic producers of such yarns. In the sale of
polyester filament yarns major competitors are Atlas Yarn Company,
Inc., Burlington Industries, Inc. and Milliken & Company, in the
sale of nylon yarns, dyed yarns, and covered yarns major
competitors are Glen Raven Mills, Inc., Jefferson Mills, Inc.,
Spanco Yarns, Inc., Regal Manufacturing Company and Spectrum Dyed
Yarns, Inc., and in the sale of cotton and cotton blend yarns major
competitors are Parkdale Mills, Inc., Avondale Mills, Inc.,
Harriett & Henderson, Mayo Yarns, Inc. and TNS Mills, Inc.
RESEARCH AND DEVELOPMENT: The estimated amount spent during
each of the last three fiscal years on Company-sponsored and
Customer-sponsored research and development activities is
considered immaterial.
COMPLIANCE WITH CERTAIN GOVERNMENT REGULATIONS: Management of
the Company believes that the operation of the Company's production
facilities and the disposal of waste materials are substantially in
compliance with applicable laws and regulations.
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<PAGE>
EMPLOYEES: The number of employees of the Company is
approximately 6,000 full-time employees.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC INTERNATIONAL
OPERATIONS AND EXPORT SALES: The information included under the
heading "Business Segments and Foreign Operations" on page 23 of
the Annual Report of the Company to the Shareholders for the fiscal
year ended June 25, 1995, is incorporated herein by reference.
ITEM 2. DESCRIPTION OF PROPERTY:
The following table sets forth the location and general
character of the principal plants and other physical properties
(properties) of the Company, which contain approximately 6,805,627
sq. ft. of floor space. All properties are well maintained and in
good operating condition.
<PAGE>
Approximate
Location Of Area
Facility (Square Feet) How Held Type of Operation
Yadkinville, NC 1,831,000 Owned Texturizing of POY, ware-
housing and office space
Greensboro, NC 65,000 Leased (1) Executive offices
Staunton, VA 424,000 Owned Texturizing of POY, ware-
housing and office space
Letterkenny, 488,000 Owned Production of filament
County Donegal, polyester fiber, texturiz-
Ireland ing facility, warehousing
and office space
Archdale, NC 122,000 Owned (2) Production of covered
Plant No. 7 yarns and associated
warehousing
301 N. Hwy St. 126,673 Owned (2) Production of covered
Madison, NC yarns and associated
Plant No. 14 warehousing
Piedmont Street 504,000 Owned (2) Texturizing of nylon
Madison, NC and polyester, and associ-
Plant No. 6 ated warehousing
200 S Ayersville Rd. 79,000 Owned (2) Transportational
Madison, NC Terminal
Madison, NC 31,000 Owned Nylon Warehouse
Decatur Warehouse
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Ayersville Road 314,000 Owned (2) Plant 1 - Texturizing
Mayodan, NC of nylon, associated ware-
Plant 1 housing and office space
Ayersville Road 213,000 Owned (2) Plant 5 - Production
Mayodan, NC of covered yarns and asso-
Plant 5 ciated warehousing
Cardwell Road 130,000 Owned (2) Dyeing facility
Mayodan, NC
Plant No. 15
Mayodan, NC 150,000 Owned Central Distribution
CDC Center
Vance Street Ext. 485,000 Owned (2) Plants 2 & 4 - Textur-
Reidsville, NC izing of polyester, dyeing
Plants 2 & 4 and associated warehousing
SR 770 East 230,000 Owned (2) Texturizing of nylon,
Stoneville, NC production of covered
Plant No. 8 yarn and associated
warehousing
Fort Payne, AL 20,000 Owned (2) Distribution Center
Distribution Center and Office Space
State Road 1366 151,000 Owned (3) Spun Cotton Yarn Pro-
Booneville, NC duction and office space
Plant No. 1
Oakland Avenue 211,000 Owned (3) Spun Cotton Yarn Pro-
Eden, NC duction and office space
Plant No. 2
Oakland Avenue 195,000 Owned (3) Spun Cotton Yarn Pro-
Eden, NC duction and office space
Plant No. 3
U.S. Route 311 214,000 Owned (3) Spun Cotton Yarn Pro-
Walnut Cove, NC duction and office space
Plant No. 4
400 West Franklin St. 172,000 Owned (3) Spun Cotton Yarn Pro-
Mt. Pleasant, NC duction and office space
Plant No. 6
420 Elliot 114,600 Owned (4) Spun Cotton Yarn Pro-
Edenton, NC duction and office space
Edenton Plant
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2000 Boone Trail Road 137,850 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Spinning Plant
2000 Boone Trail Road 77,520 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Yarn Plant
1901 Boone Trail Road 245,200 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Cotton Plant
9480 Neuville Avenue 11,200 Owned Nylon Covered Yarn and
Hickory, NC Cotton Warehouse
600 River Road 63,584 Owned Spun Cotton Yarn Pro-
Rockingham, NC duction and office space
The Company leases sales offices and apartments in New York
City and Coleshill, England, and has a representative office in
Tokyo, Japan.
(1) This property consists of a building containing approximately
65,000 square feet which is being used by the Company as its
executive offices and is located on a tract of land containing
approximately 8.99 acres and is known as 7201 West Friendly Avenue,
Greensboro, North Carolina. This property is leased by Unifi, Inc.
from NationsBank, Trustee under the Unifi, Inc. Profit Sharing Plan
and Trust, and Wachovia Bank & Trust Company, N.A., Independent
Trustee. In September, 1991, the Company exercised its option to
extend the term of the lease on this property for five (5) years,
through March 13, 1997. Reference is made to a copy of the lease
agreement attached to the Registrant's Annual Report on Form 10-K
as Exhibit (10d) for the year ended June 28, 1987 and which is by
reference incorporated herein.
(2) Acquired pursuant to the merger of Macfield into Unifi on
August 8, 1991.
(3) Acquired pursuant to the Reverse Triangular Merger with Unifi
Spun Yarns, Inc. (formerly Vintage Yarns, Inc.) ("USY") on April
23, 1993.
(4) Acquired pursuant to the Triangular Merger of the Pioneer
Corporations into USY on August 18, 1993.
The information included under "Leases, Commitments and
Concentrations of Credit Risks" on page 23 of the Annual Report to
Shareholders for fiscal year ended June 25, 1995, is incorporated
herein by reference.
I-6<PAGE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS:
The Company is not currently involved in any litigation which
is considered material, as that term is used in Item 103 of the
Regulations S-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
No matters were submitted to a vote of security holders during
the fourth quarter for the fiscal year ended June 25, 1995.
I-7<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a)(c) PRICE RANGE OF COMMON STOCK AND DIVIDENDS PAID.
The information included under the heading "Market and
Dividend Information (Unaudited)" on page 27 of the Annual Report
of Unifi, Inc. to its shareholders for the year ended June 25,
1995, is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
TITLE OF CLASS NUMBER OF RECORD HOLDERS
(AS OF AUGUST 4, 1995)
Common Stock, $.10 par value 1,364
(c) CASH DIVIDEND POLICY. In April 1990, the Board of
Directors of the Company adopted a resolution that it intended to
pay a cash dividend in quarterly installments equal to
approximately thirty percent (30%) of the earnings after taxes of
the Company for the previous year, payable as hereafter declared by
the Board of Directors. Prior to this action by the Board of
Directors, the Company had since 1978 followed a policy of
retaining earnings for working capital, acquisitions, capital
expansion and modernization of existing facilities. The Company
paid a quarterly dividend of $.10 per share on its common stock for
each quarter of the 1995 fiscal year. The Board of Directors in
July 1995, declared a cash dividend in the amount of $.13 per share
on each issued and outstanding share of the common stock of the
Company, payable on August 11, 1995, to shareholders of record at
the close of business on August 4, 1995.
(d) 6% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2002.
The information contained under the heading "Long-Term Debt",
regarding the Convertible Subordinated Notes, on page 21 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, is incorporated herein by reference. For additional
information regarding the 6% Convertible Subordinated Notes Due
2002 reference is made to Exhibit (4b) of this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA:
The financial data for the five fiscal years included under
the heading "Summary of Selected Financial Data" on page 26 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, is incorporated herein by reference.
II-1<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
The information included under the heading "Management's
Review and Analysis of Operations and Financial Position" on pages
24 and 25 of the Annual Report of Unifi, Inc. to its shareholders
for the year ended June 25, 1995, is incorporated herein by
reference.
SUBSEQUENT EVENTS:
On September 18, 1995, the Company announced restructuring
plans to further reduce the Company's cost structure and improve
productivity through the consolidation of certain manufacturing
operations and the disposition of underutilized assets. The
restructuring plan is focused on the consolidation of production
facilities acquired via mergers during the preceding four years and
reflects the Company's continued efforts to streamline operations.
As part of the restructuring action, the Company will close its
spun cotton manufacturing facilities in Edenton and Mount Pleasant,
North Carolina with the majority of the manufacturing production
being transferred to other facilities. Approximately 275 jobs,
primarily wage-level positions, will be affected.
The estimated cost of restructuring will result in a first
quarter fiscal 1996 non-recurring charge to earnings of $23.8
million or an after-tax charge to earnings of $14.9 million ($.22
per share). The significant components of the non-recurring charge
include $2.4 million of severance and other employee-related costs
from the termination of employees and a $21.4 million write-down to
estimated fair value less the cost of disposal of underutilized
assets and consolidated facilities to be disposed. Costs associated
with the relocation of equipment or personnel will be expensed as
incurred.
The Company anticipates that all signficant aspects of the
consolidation of spun yarn facilities would be accomplished within
a one year period. However, the ultimate disposal of the equipment
and facilities may take longer due to current market conditions and
the physical locations of the properties.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The consolidated financial statements and notes beginning on
page 15 and ending on page 23 and the information included under
the heading "Quarterly Results (Unaudited)" on page 26 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, are incorporated herein by reference.
II-2
<PAGE>
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
The Company has not changed accountants nor are there any
disagreements with its accountants, Ernst & Young LLP, on
accounting and financial disclosure that should be reported
pursuant to Item 304 of the Regulation S-K.
II-3<PAGE>
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT AND
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT:
(a) DIRECTORS OF REGISTRANT: The information included under
the headings "Election of Directors", "Vote Required", "Security
Holding of Directors, Nominees, And Executive Officers", "Directors
Compensation", and "Committees of The Board of Directors",
beginning on page 2 and ending on page 6 of the definitive Proxy
Statement filed with the Commission since the close of the
Registrant's fiscal year ended June 25, 1995, and within 120 days
after the close of said fiscal year, are incorporated herein by
reference.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS:
CHAIRMAN OF THE BOARD OF DIRECTORS
G. ALLEN MEBANE Mr. Mebane is 66 and has been an Executive
Officer and member of the Board of Directors of the Company since
1971, and served as President and Chief Executive Officer of the
Company, relinquishing these positions in 1980 and 1985,
respectively. He was the Chairman of the Board of Directors for
many years, Chairman of the Executive Committee since 1974, and was
elected as one of the three members of the Office of Chairman on
August 8, 1991. On October 22, 1992, Mr. Mebane was again elected
as Chairman of the Board of Directors.
VICE CHAIRMAN OF THE BOARD OF DIRECTORS
WILLIAM J. ARMFIELD, IV Mr. Armfield is 60 and was President
of Macfield, Inc. from 1970 until August 8, 1991, when Macfield
merged with and into Unifi. He has been a Director of Unifi and
was elected as one of the three members of the Office of Chairman
on August 8, 1991. On October 22, 1992, Mr. Armfield was elected
as Vice Chairman of the Board of Directors. He is a member of the
Executive Committee.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WILLIAM T. KRETZER Mr. Kretzer is 49 and served as a Vice
President or Executive Vice President from 1971 until 1985. He has
been the President and Chief Executive Officer since 1985. He has
been a member of the Board of Directors since 1985 and is a member
of the Executive Committee.
EXECUTIVE VICE PRESIDENTS
JERRY W. ELLER Mr. Eller is 55 and has been a Vice President
or Executive Vice President since 1975. He has been a member of
the Board of Directors since 1985 and is a member of the Executive
Committee.
III-1
<PAGE>
ROBERT A. WARD Mr. Ward is 55 and has been a Vice President
or Executive Vice President since 1974. He has been a member of
the Board of Directors since its inception in 1971 and is a member
of the Executive Committee.
G. ALFRED WEBSTER Mr. Webster is 47 and has been a Vice
President or Executive Vice President since 1979. He has been a
member of the Board of Directors since 1986 and is a member of the
Executive Committee.
SENIOR VICE PRESIDENTS
GEORGE R. PERKINS, JR. Mr. Perkins is 55 and was the President
and a Director of Pioneer Yarn Mills, Inc., Pioneer Spinning, Inc.
and Pioneer Cotton Mill, Inc. since each was founded in 1988, 1991,
and 1993, respectively, and of Edenton Cotton Mills, Inc., since
its acquisition in 1989 (Pioneer Corporations) until August 18,
1993, when the Pioneer Corporations merged with and into USY. He
has been a Director of Unifi since August 18, 1993, was President
and Chief Executive Officer of USY from August 19, 1993, until
December 26, 1994 when USY merged into Unifi, and a Senior Vice
President of Unifi since October 21, 1993.
KENNETH L. HUGGINS Mr. Huggins is 51, had been an employee of
Macfield since 1970 and, at the time of the merger, was serving as
a Vice President of Macfield, Inc. and President of Macfield's Dyed
Yarn Division. He was a Director of Macfield from 1989 until Aug-
ust 8, 1991, when Macfield, Inc. merged into and with Unifi, Inc.
He is Senior Vice President and also Assistant to the President.
RAYMOND W. MAYNARD Mr. Maynard is 52 and had been a Vice
President of the Company since June 27, 1971, and a Senior Vice
President since October 22, 1992.
These officers were elected by the Board of Directors of the
Registrant at the Annual Meeting of the Board of Directors held on
October 20, 1994. Each officer was elected to serve until the next
Annual Meeting of the Board of Directors or until his successor was
elected and qualified.
(c) FAMILY RELATIONSHIP: Mr. Mebane, Chairman of the Board,
and Mr. C. Clifford Frazier, Jr., the Secretary of the Registrant,
are first cousins. Except for this relationship, there is no
family relation between any of the Officers.
(d) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT: Based
solely upon the review of the Form 3's and 4's and amendments
thereto, furnished to the Company during the most recent fiscal
year, no Form 3's or Form 4's were filed late by a director,
officer, or beneficial owner of more than ten percent of any class
of equity securities of the Company. The Company received written
representation from reporting persons that Form 5's were not
required.
III-2<PAGE>
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION:
The information set forth under the headings "Compensation And
Option Committees Interlocks And Insider Participation In
Compensation Decisions", "Executive Officers and Their
Compensation", "Employment And Termination Agreements", "Options
Granted", "Option Exercises and Option/SAR Values", and
"Performance Graph-Shareholder Return on Common Stock" and the
Report of The Compensation And Stock Option Committees on Executive
Compensation beginning on page 6 and ending on page 11 of the
Company's definitive Proxy Statement filed with the Commission
since the close of the Registrant's fiscal year ended June 25,
1995, and within 120 days after the close of said fiscal year, are
incorporated herein by reference.
For additional information regarding executive compensation
reference is made to Exhibits (10i), (10j), and (10k) of this Form
10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT:
Security ownership of certain beneficial owners and management
is the same as reported under the heading "Information Relating to
Principal Security Holders" on page 2 of the definitive Proxy
Statement and under the heading "Security Holding of Directors,
Nominees and Executive Officers" beginning on page 4 and ending on
page 5 of the definitive Proxy Statement filed with the Commission
pursuant to Regulation 14(a) within 120 days after the close of the
fiscal year ended June 25, 1995, which are hereby incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The information included under the heading "Compensation And
Option Committees Interlocks And Insider Participation In
Compensation Decisions", on page 6 of the definitive Proxy
Statement filed with the Commission since the close of the
Registrant's fiscal year ended June 25, 1995, and within 120 days
after the close of said fiscal year, is incorporated herein by
reference.
III-3<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and 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.
September 20, 1995 BY: ROBERT A. WARD
-----------------------------------
Robert A. Ward, Executive Vice
President - Finance and
Administration
September 20, 1995 BY: WILLIAM T. KRETZER
-----------------------------------
William T. Kretzer, President
(Chief Executive Officer)
September 20, 1995 BY: WILLIS C. MOORE
-----------------------------------
Willis C. Moore, Vice President
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:
September 20, 1995 Chairman G. ALLEN MEBANE
-------------------------
and Director G. Allen Mebane
September 20, 1995 Vice Chairman WILLIAM J. ARMFIELD, IV
-------------------------
and Director William J. Armfield, IV
September 20, 1995 President, Chief WILLIAM T. KRETZER
-------------------------
Executive Officer William T. Kretzer
and Director
September 20, 1995 Executive Vice ROBERT A. WARD
-------------------------
President and Robert A. Ward
Director
September 20, 1995 Executive Vice JERRY W. ELLER
-------------------------
President and Jerry W. Eller
Director
September 20, 1995 Executive Vice G. ALFRED WEBSTER
-------------------------
President and G. Alfred Webster
Director
<PAGE>
September 20, 1995 Director CHARLES R. CARTER
-------------------------
Charles R. Carter
September __, 1995 Director _________________________
Kenneth G. Langone
September 20, 1995 Director GEORGE R. PERKINS
-------------------------
George R. Perkins
September 20, 1995 Director DONALD F. ORR
-------------------------
Donald F. Orr
September __, 1995 Director _________________________
Timotheus R. Pohl
<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Financial Statements
The following financial statements and report of
independent auditors included in the Annual Report of
Unifi, Inc. to its shareholders for the year ended June
25, 1995, are incorporated herein by reference. With the
exception of the aforementioned information and the
information incorporated by reference in Items 1, 2, 5,
6, 7 and 8 herein, the 1995 Annual Report to shareholders
is not deemed to be filed as part of this report.
Annual
Report
Pages
Consolidated Balance Sheets at June 25, 1995
and June 26, 1994 15
Consolidated Statements of Income for the
Years Ended June 25, 1995, June 26, 1994,
and June 27, 1993 16
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
June 25, 1995, June 26, 1994 and June 27,
1993 17
Consolidated Statements of Cash Flows for
the Years Ended June 25, 1995, June 26,
1994 and June 27, 1993 18
Notes to Consolidated Financial Statements 19-23
Report of Independent Auditors 14
(a) 2. Financial Statement Schedules
Form 10-K
Pages
Schedules for the three years ended June 25,
1995:
II - Valuation and Qualifying Accounts IV - 6
IV-1<PAGE>
<PAGE>
Schedules other than those above are omitted because they are
not required, are not applicable, or the required information is
given in the consolidated financial statements or notes thereto.
Individual financial statements of the Registrant have been
omitted because it is primarily an operating company and all
subsidiaries included in the consolidated financial statements
being filed, in the aggregate, do not have minority equity interest
and/or indebtedness to any person other than the Registrant or its
consolidated subsidiaries in amounts which together exceed 5% of
the total assets as shown by the most recent year end consolidated
balance sheet.
(a) 3. Exhibits
(2a-1) Form of Agreement and Plan of Merger, dated as of
May 24, 1991, by and between Unifi, Inc. and
Macfield, Inc., including exhibits, filed as Exhibit
2.1 to Unifi, Inc.'s Registration Statement on Form
S-4 (Registration No. 33-40828), which is
incorporated herein by reference.
(2a-2) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the merger of Macfield, Inc. with
and into Unifi, Inc. and related exhibits, filed
with the Securities and Exchange Commission on
August 8, 1991, which is incorporated herein by
reference.
(2a-3) Form of Agreement and Reverse Triangular Merger,
dated February 10, 1993, by and between Unifi, Inc.
and Vintage Yarns, Inc., filed as Exhibit 2.1 to
Unifi, Inc.'s Registration Statement on Form S-4
(Registration No. 33-58282), which is incorporated
herein by reference.
(2a-4) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the Reverse Triangular Merger,
where Vintage Yarns, Inc. became a wholly-owned
subsidiary of Unifi, and related exhibits, filed
with the Securities and Exchange Commission on May
10, 1993, which is incorporated herein by
reference.
(2a-5) Form of Agreement and Plan of Triangular Merger,
dated July 15, 1993, by and between Unifi, Inc. and
Pioneer Yarn Mills, Inc., Pioneer Spinning, Inc.,
Edenton Cotton Mills, Inc., and Pioneer Cotton
Mill, Inc., (the "Pioneer Corporations"), filed as
Exhibit 2.1 to Unifi, Inc's Registrations Statement
on Form S-4 (Registration No. 33-65454), which is
incorporated herein by reference.
IV-2<PAGE>
<PAGE>
(2a-6) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' Interim
Combined Financial Statements (Unaudited) and
Unifi, Inc.'s, and the Pioneer Corporations'
Proforma Combined Interim Financial Information
(Unaudited), and related exhibits, filed with the
Securities and Exchange Commission on September 2,
1993, which is incorporated herein by reference.
(2a-7) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' merger with and
into USY, and related exhibits filed with the
Securities and Exchange Commission on November 5,
1993, which is incorporated herein by reference.
(3a) Restated Certificate of Incorporation of Unifi,
Inc., dated July 21, 1994, (filed as Exhibit (3a)
with the Company's Form 10-K for the Fiscal Year
ended June 26, 1994), which is incorporated herein
by reference.
(3b) Restated By-Laws of Unifi, Inc., effective July 21,
1994, (filed as Exhibit (3b) with the Company's
Form 10-K for the Fiscal Year ended June 26, 1994),
which is incorporated herein by reference.
(4a) Specimen Certificate of Unifi, Inc.'s common stock,
filed as Exhibit 4(a) to the Registration Statement
on Form S-1, (Registration No. 2-45405), which is
incorporated herein by reference.
(4b) Unifi, Inc.'s Registration Statement for the 6%
Convertible Subordinated Notes Due 2002, filed on
Form S-3, (Registration No. 33-45946), which is
incorporated herein by reference.
(10a) *Unifi, Inc. 1982 Incentive Stock Option Plan, as
amended, filed as Exhibit 28.2 to the Registration
Statement on Form S-8, (Registration No. 33-23201),
which is incorporated herein by reference.
(10b) *Unifi, Inc. 1987 Non-Qualified Stock Option Plan,
as amended, filed as Exhibit 28.3 to the
Registration Statement on Form S-8, (Registration
No. 33-23201), which is incorporated herein by
reference.
IV-3<PAGE>
<PAGE>
(10c) *Unifi, Inc. 1992 Incentive Stock Option Plan,
effective July 16, 1992, (filed as Exhibit (10c)
with the Company's Form 10-K for the Fiscal year
ended June 27, 1993), and included as Exhibit 99.2
to the Registration Statement on Form S-8
(Registration No. 33-53799), which are incorporated
herein by reference.
(10d) *Unifi, Inc.'s Registration Statement for selling
Shareholders, who are Directors and Officers of the
Company, who acquired the shares as stock bonuses
from the Company, filed on Form S-3 (Registration
No. 33-23201), which is incorporated herein by
reference.
(10e) Unifi Spun Yarns, Inc.'s 1992 Employee Stock Option
Plan filed as Exhibit 99.3 to the Registration
Statement on Form S-8 (Registration No. 33-53799),
which is incorporated herein by reference.
(10f) Lease Agreement, dated March 2, 1987, between
NationsBank, Trustee under the Unifi, Inc. Profit
Sharing Plan and Trust, Wachovia Bank and Trust
Co., N.A., Independent Fiduciary, and Unifi, Inc.,
(filed as Exhibit (10d) with the Company's Form
10-K for the fiscal year ended June 28, 1987),
which is incorporated herein by reference.
(10g) Factoring Contract and Security Agreement and a
Letter Amendment thereto, all dated as of May 25,
1994, by and between Unifi, Inc. and the CIT
Group/DCC, Inc., (filed as Exhibit (10g) with the
Company's Form 10-K for the Fiscal Year ended June
26, 1994), which are incorporated herein by
reference.
(10h) Factoring Contract and Security Agreement, dated as
of May 2, 1988, between Macfield, Inc. and First
Factors Corp., and first amendment thereto, dated
September 28, 1990, (both filed as Exhibit (10g)
with the Company's Form 10-K for the fiscal year
ended June 30, 1991), and Second Amendment to the
Factoring Contract and Security Agreement, dated
March 1, 1992, (filed as Exhibit (10g) with the
Company's Form 10-K for the Fiscal Year Ended June
28, 1992), and Letter Agreement dated August 31,
1993 and Amendment To Factoring Contract and
Security Agreement, dated January 5, 1994, (filed
as Exhibit (10h) with the Company's Form 10-K for
the Fiscal Year ended June 26, 1994), which are
incorporated herein by reference.
IV-4<PAGE>
<PAGE>
(10i) *Employment Agreement between Unifi, Inc. and G.
Allen Mebane, dated July 19, 1990, (filed as
Exhibit (10h) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), which is
incorporated herein by reference.
(10j) *Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated July 19, 1990, (filed as
Exhibit (10i) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), and Amendment to
Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated October 22, 1992 (filed
as Exhibit (10j) with the Company's Form 10-K for
fiscal year ended June 27, 1993), which are
incorporated herein by reference.
(10k) *Severance Compensation Agreement between Unifi,
Inc. and William T. Kretzer, dated July 20, 1993,
expiring on July 19, 1996 (similar agreements were
signed with G. Allen Mebane, William J. Armfield,
IV, Robert A. Ward, Jerry W. Eller and G. Alfred
Webster), (filed as Exhibit (10k) for the fiscal
year ended July 27, 1993), which is incorporated
herein by reference.
(11) Computation of Earnings per share.
(13a) Portions of Unifi, Inc.'s 1995 Annual Report to
Shareholders which are incorporated herein by
reference, as a part of this Form 10-K for fiscal
year ended June 25, 1995, filed herewith.
(13b-1) Report of Independent Auditors/Ernst & Young LLP -
on the Consolidated Financial Statements of Unifi,
Inc. as of June 25, 1995 and each of the two years
in the period ended June 25, 1995.
(21) Subsidiaries of Unifi, Inc.
(23) Consent of Ernst & Young LLP
(27) Financial Data Schedules
(b) Reports on Form 8-K
(i) No Form 8-K's were filed.
* NOTE: These Exhibits are management contracts or compensatory
plans or arrangements required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report.
IV-5
<PAGE>
<TABLE>
UNIFI, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
_________________ ______________ ________________________ ____________ ____________
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Description Period Expenses Accounts Deductions Period
_________________ ______________ ________________________ ____________ ____________
Allowance for doubtful accounts:
<C> <S> <S> <S> <S> <S>
Year ended June 25, 1995 $4,302 $5,524 $ - $ (3,374) $ 6,452
Year ended June 26, 1994 3,675 4,626 25 (4,024) 4,302
Year ended June 27, 1993 5,196 745 - (2,266) 3,675
Unrealized (gains)/losses on certain investments:
Year ended June 25, 1995 $1,445 $ - $(3,280) $ - $ (1,835)
Year ended June 26, 1994 1,488 - (43) - 1,445
Year ended June 27, 1993 - - 1,488 - 1,488
</TABLE>
IV-6
<TABLE>
Exhibit (11)
UNIFI, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Amounts in thousands, except per share data)
<CAPTION>
Years Ended
_________________________________________________
June 25, 1995 June 26, 1994 June 27, 1993
______________ _____________ _____________
<C> <S> <S> <S>
Computation of share totals used
in computing earnings per share:
Weighted average number of
shares outstanding 69,005 70,415 69,854
Incremental shares arising from
outstanding stock options
using the treasury stock method 537 605 1,007
_____________ ______________ _____________
Primary average shares outstanding (a) 69,542 71,020 70,861
_____________ ______________ _____________
_____________ ______________ _____________
Incremental shares arising from
outstanding stock options, using
end of year prices for the treasury
stock method and convertible debt
using the if converted method 7,760 7 7,779
_____________ ______________ _____________
Fully-diluted average shares out-
standing (b) 77,302 71,027 78,640
_____________ ______________ _____________
_____________ ______________ _____________
Net earnings applicable to common
stock:
Net income - primary (c) $ 116,171 $ 76,492 $ 136,644
Add: convertible subordinated debt
interest net of tax 8,703 - 8,614
_____________ ______________ _____________
Net income assuming full dilution (d) $ 124,874 $ 76,492 $ 145,258
_____________ ______________ _____________
_____________ ______________ _____________
Net income per share, primary (c)/(a) $ 1.67 $ 1.08 $ 1.93
_____________ ______________ _____________
_____________ ______________ _____________
Net income per share assuming full
dilution (d)/(b) $ 1.62 $ 1.08 $ 1.85
<FN>
The effect of the convertible subordinated notes was antidilutive for the fiscal year ended
June 26, 1994.
</TABLE>
EXHIBIT (13a)
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands) June 25, 1995 June 26, 1994
------------- -------------
ASSETS:
Current assets:
Cash and cash equivalents $ 60,350 $ 80,653
Short-term investments 85,844 71,483
Receivables 209,432 200,537
Inventories 139,378 100,279
Prepaid expenses 8,017 3,605
___________________________________________________________________
Total current assets $ 503,021 $ 456,557
___________________________________________________________________
Property, plant and equipment:
Land $ 5,865 $ 5,797
Buildings and air conditioning 203,114 174,549
Machinery and equipment 631,470 606,423
Other 69,934 61,868
__________________________________________________________________
$ 910,383 $ 848,637
Less: accumulated depreciation 394,168 336,375
__________________________________________________________________
$ 516,215 $ 512,262
__________________________________________________________________
Investment in affiliates $ 173 $ 10,626
__________________________________________________________________
Other assets $ 21,493 $ 23,807
__________________________________________________________________
$ 1,040,902 $ 1,003,252
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 100,165 $ 83,831
Accrued expenses 54,338 56,320
Income taxes 15,161 12,132
__________________________________________________________________
Total current liabilities $ 169,664 $ 152,283
__________________________________________________________________
Long-term debt $ 230,000 $ 230,000
__________________________________________________________________
Deferred income taxes $ 37,736 $ 32,447
__________________________________________________________________
Shareholders' equity:
Common stock $ 6,714 $ 7,043
Capital in excess of par value 117,277 199,959
Retained earnings 473,962 385,472
Cumulative translation adjustment 4,415 (3,060)
Unrealized gains (losses)
on certain investments 1,134 (892)
__________________________________________________________________
$ 603,502 $ 588,522
__________________________________________________________________
$ 1,040,902 $ 1,003,252
The accompanying notes are an integral part of the financial
statements.
15<PAGE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
<CAPTION>
June 25, 1995 June 26, 1994 June 27, 1993
------------- ------------- -------------
<C> <S> <S> <S>
Net sales $ 1,554,557 $ 1,384,797 $ 1,405,651
_______________________________________________________________________________________
Costs and expenses:
Cost of sales $ 1,330,410 $ 1,185,386 $ 1,141,126
Selling, general and
administrative expense 43,116 40,429 38,484
Interest expense 15,452 18,241 25,785
Interest income (10,372) (8,290) (13,537)
Other income (9,659) (1,238) (5,775)
Non-recurring charge --- 13,433 ---
_____________________________________________________________________________________
$ 1,368,947 $ 1,247,961 $ 1,186,083
_____________________________________________________________________________________
Income before taxes $ 185,610 $ 136,836 $ 219,568
Provision for income taxes 69,439 60,344 82,924
_____________________________________________________________________________________
Net income $ 116,171 $ 76,492 $ 136,644
Per share data:
Net income:
Primary $ 1.67 $ 1.08 $ 1.93
Fully diluted $ 1.62 $ 1.08 $ 1.85
Cash dividends $ .40 $ .56 $ .42
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
16
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Amounts in thousands, except per share data)
<CAPTION>
Captl. Cumul. Unrlzd Gains
Shares Comm. in Excess of Retained Transltn (Loss) on Cert.
Outstdng Stock Par Val. Earnings Adjstmnt Investments
---------------------------------------------------------------
<C> <S> <S> <S> <S> <S> <S>
Balance June 28, 1992 46,332 $ 4,633 $177,222 $ 273,624 $ 7,564 $ ---
---------------------------------------------------------------
Purchase of stock (27) (2) (1,126) --- --- ---
Options exercised 143 14 972 --- --- ---
Stock issued 639 64 904 --- --- ---
Stock dividend-50% 23,253 2,325 (2,426) (20) --- ---
Stock option tax benefit --- --- 959 --- --- ---
Cash dividends-$.42 per share --- --- --- (25,910) --- ---
Net distributions to S
Corporation shareholders --- --- --- (4,471) --- ---
Foreign currency --- --- --- --- (13,079) ---
Unrealized gains (losses) on
certain investments --- --- --- --- --- (920)
Net income --- --- --- 136,644 --- ---
Reclass of S Corporation net
earnings to capital in excess
of par value --- --- 21,484 (21,484) --- ---
Pooling adjustment-conform
fiscal year and accounting
policies --- --- (1,856) (9,562) --- ---
Balance June 27, 1993 $70,340 $ 7,034 $ 196,133 $ 348,821 $ (5,515) $ (920)
---------------------------------------------------------------
Purchase of stock (98) (10) (2,051) --- --- ---
Options exercised 191 19 899 --- --- ---
Cash dividends-$.56 per share --- --- --- (39,053) --- ---
Net contributions and tax
benefits from (to) S
Corporation shareholders --- --- 4,562 (372) --- ---
Foreign currency --- --- --- --- 2,455 ---
Change in unrealized gains
(losses) on certain investments --- --- --- --- --- 28
Net income --- --- --- 76,492 --- ---
Reclass of S Corporation net
earnings to capital in excess
of par value --- --- 416 (416) --- ---
____________________________________________________________________________________________
Balance June 26, 1994 $70,433 $ 7,043 $ 199,959 $ 385,472 $ (3,060) $ (892)
---------------------------------------------------------------
Purchase of stock (3,362) (336) (83,414) --- --- ---
Options exercised 69 7 732 --- --- ---
Cash dividends-$.40 per share --- --- --- (27,681) --- ---
Foreign currency --- --- --- --- 7,475 ---
Change in unrealized gains
(losses) on certain investments --- --- --- --- --- 2,026
Net income --- --- --- 116,171 --- ---
_____________________________________________________________________________________
Balance June 25, 1995 $67,140 $ 6,714 $ 117,277 $ 473,962 $ 4,415 $ 1,134
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
17
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<CAPTION>
June 25, 1995 June 26, 1994 June 27, 1993
------------- ------------- -------------
<C> <S> <S> <S>
Cash and cash equivalents
at beginning of year $ 80,653 $ 76,093 $ 139,046
_____________________________________________________________________________________________
Operating activities:
Net income $ 116,171 $ 76,492 $ 136,644
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 75,805 70,116 58,949
Non-cash portion of
non-recurring charge --- 13,433 ---
Gain on sale of assets (1,119) (1,021) (5,861)
Gain on sale of investments (6,697) --- ---
Equity in (earnings) losses
of nonconsolidated affiliates (649) 62 1,481
Noncash compensation --- --- 507
Provision for deferred income taxes 7,505 6,939 6,506
Changes in assets and liabilities,
excluding effects of acquisition
and foreign currency adjustments:
Receivables (11,665) 374 (5,099)
Inventories (42,751) 4,921 (20,144)
Prepaid expenses 27 (272) (82)
Payables and accruals 19,804 (31,118) 21,007
Income taxes (542) (8,605) 10,664
Other (548) (533) (59)
____________________________________________________________________________________________
Net-operating activities $ 155,341 $ 130,788 $ 204,513
____________________________________________________________________________________________
Investing activities:
Capital expenditures $ (88,941) $ (104,672) $ (141,223)
Purchase of investments (93,671) (151,565) (115,620)
Sale of capital assets 3,479 3,611 773
Sale of investments 94,379 198,855 127,119
Sale of subsidiary 13,798 --- ---
Proceeds from notes receivable 5,311 --- ---
Other 3 (423) (5,909)
____________________________________________________________________________________________
Net-investing activities $ (65,642) $ (54,194) $ (134,860)
____________________________________________________________________________________________
Financing activities:
Net payments on revolving
credit and bank lines $ --- $ --- $ (117)
Borrowing of long-term debt --- --- 30,585
Repayments of long-term debt --- (32,221) (125,920)
Issuance of stock 739 898 566
Purchase and retirement of stock (83,750) (2,061) (85)
Net distributions to
S Corporation shareholders --- --- (8,266)
Cash dividends paid (27,681) (39,053) (25,910)
____________________________________________________________________________________________
Net-financing activities $ (110,692) $ (72,437) $ (129,147)
____________________________________________________________________________________________
Currency translation adjustment $ 690 $ 403 $ (3,459)
____________________________________________________________________________________________
Net increase (decrease) in cash
and cash equivalents $ (20,303) $ 4,560 $ (62,953)
____________________________________________________________________________________________
Cash and cash equivalents at
end of year $ 60,350 $ 80,653 $ 76,093
----------------------------------------------------
Cash paid during the year:
Interest $ 14,777 $ 17,487 $ 22,696
Income taxes 61,495 61,653 65,601
Non-cash investing and financing activities:
Tendering of stock to
exercise options $ --- $ --- $ 1,129
Assets acquired by
issuance of debt --- 7,453 8,617
Note receivable obtained
from sale of an affiliate 10,436 --- ---
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
18<PAGE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.ACCOUNTING POLICIES AND FINANCIAL STATEMENT INFORMATION
PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include the accounts of the Company and all
subsidiaries. The accounts of all foreign subsidiaries have been
included on the basis of fiscal periods ended three months or less
prior to the dates of the consolidated balance sheets. All
significant intercompany accounts and transactions have been
eliminated.
FISCAL YEAR: The Company's fiscal year is the fifty-two or
fifty-three weeks ending the last Sunday in June. All three fiscal
years presented were comprised of fifty-two weeks.
RECLASSIFICATION: The Company has reclassified the
presentation of certain prior year information to conform with the
current presentation format.
REVENUE RECOGNITION: Substantially all revenue from sales is
recognized at the time shipments are made.
FOREIGN CURRENCY TRANSLATION: Assets and liabilities of
foreign subsidiaries are translated at year-end rates of exchange
and revenues and expenses are translated at the average rates of
exchange for the year. Gains and losses resulting from translation
are accumulated in a separate component of shareholders equity.
Gains and losses resulting from foreign currency transactions
(transactions denominated in a currency other than the subsidiary's
functional currency) are included in net income.
CASH AND CASH EQUIVALENTS: Cash equivalents are defined as
short-term investments having an original maturity of three months
or less.
SHORT-TERM INVESTMENTS: Short-term investments are comprised
primarily of high-quality, highly liquid marketable securities with
original maturities greater than three months. The Company adopted
Statement of Financial Accounting Standard No. 115 Accounting for
Certain Investments in Debt and Equity Securities as of the end of
the fiscal year ended June 26, 1994. The adoption had no
significant impact on the fiscal 1994 financial statements.
Short-term investments at June 25, 1995, and June 26, 1994, are
classified as available-for-sale securities and are carried at fair
market value, with the unrealized gains and losses, net of tax,
reported as a separate component of shareholders equity.
ACCOUNTS RECEIVABLE: Certain customer accounts receivable are
factored without recourse with respect to credit risk. An allowance
for losses is provided for accounts not factored based on a
periodic review of the accounts. Reserve for such losses was $6.5
million at June 25, 1995, and $4.3 million at June 26, 1994.
INVENTORIES: The Company utilizes the last-in, first-out
(LIFO) method for valuing certain inventories representing 59% of
all inventories at June 25, 1995, and the first-in first-out
(FIFO) method for all other inventories. Inventory values computed
by the LIFO method are lower than current market values.
Inventories valued at current or replacement cost would have
been approximately $10.3 million and $5.6 million in excess of the
LIFO valuation at June 25, 1995, and June 26, 1994, respectively.
Finished goods, work in process, and raw materials and supplies at
June 25, 1995, and June 26, 1994, amounted to $66.1 million and
$57.6 million; $14.3 million and $12.9 million; and $59.0 million
and $29.8 million, respectively.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment
are stated at cost. Depreciation is computed for asset groups
primarily utilizing the straight-line method for financial
reporting and accelerated methods for tax reporting.
OTHER ASSETS: Other assets consist primarily of the cash
surrender value of key executive life insurance policies,
investments in marketable equity securities, long-term notes
receivable, deferred debt expense, identifiable intangibles
associated with acquisitions and, also in the prior year,
noncompete covenants. The investments in marketable equity
securities are classified as available-for-sale and are carried at
a fair market value of $0.3 million and $9.5 million at June 25,
1995, and June 26, 1994, respectively. The deferred debt expense
and remaining intangible assets are being amortized on a
straight-line method over periods from three to fifteen years. The
noncompete covenants and certain intangibles associated with
acquisitions were fully amortized in fiscal 1994. Accumulated
amortization at June 25, 1995, and June 26, 1994, was $1.6 million
and $16.0 million, respectively.
INCOME TAXES: The Company and its domestic subsidiaries file
a consolidated federal tax return. Income tax expense is computed
on the basis of transactions entering into pretax operating
results. Deferred income taxes have been provided for the tax
effect of temporary differences between financial statement
carrying amounts and the tax basis of existing assets and
liabilities. Income taxes have not been provided on the
undistributed earnings of certain foreign subsidiaries as such
earnings are deemed to be permanently invested.
EARNINGS PER SHARE: Earnings per common and common equivalent
share are computed on the basis of the weighted average number of
common shares outstanding plus, to the extent applicable, common
stock equivalents. Average common and common equivalent shares for
primary earnings per share were 69,542,155, 71,020,075 and
70,861,463 for 1995, 1994 and 1993, respectively. Fully diluted
earnings per share amounts are based on 77,302,035, 71,026,610 and
78,640,459 shares for 1995, 1994 and 1993, respectively. The
effect of the convertible subordinated notes was antidilutive for
the fiscal year ended June 26, 1994.
19
<PAGE>
2.BUSINESS COMBINATIONS
On August 18, 1993, Pioneer Yarn Mills, Inc., Edenton Cotton
Mills, Inc., Pioneer Spinning, Inc., Pioneer Cotton Mills, Inc.,
and certain real estate (collectively the Pioneer Corporations)
were merged into Unifi Spun Yarns, Inc., a wholly-owned subsidiary
of the Company. In order to effect the Merger, 2,745,284 shares of
the Company's common stock were issued for all of the outstanding
shares of the Pioneer Corporations. On April 23, 1993, Vintage
Yarns, Inc. (Vintage) was merged with and became a wholly-owned
subsidiary of the Company, and 7,891,800 shares of the Company's
common stock were issued in exchange for all of the outstanding
common stock of Vintage. Additionally, 496,832 shares of the
Company's common stock were reserved for issuance pursuant to
outstanding options on Vintage common stock. Both mergers were
accounted for as a pooling of interests, and accordingly, the
accompanying financial statements for the year ended June 27, 1993
have been restated to include the accounts and operations of the
Pioneer Corporations and Vintage.
Prior to the mergers, the Pioneer Corporations used a fiscal
year ending on the last Saturday in September and Vintage used a
fiscal year ending September 30. The restated 1993 financial
statements combine the June 27, 1993, financial statements of the
Company with the financial statements of the Pioneer Corporations
and Vintage for their respective twelve month periods ended
June 26, 1993, and June 30, 1993, respectively. Accordingly, to
conform the fiscal years of the Pioneer Corporations and Vintage
with the Company's, the results of operations of the Pioneer
Corporations and Vintage for the three months ended September 26,
1992, and September 30, 1992, respectively, have been included in
both fiscal 1993 and 1992. Combined net sales and net income for
the three month periods of the Pioneer Corporations and Vintage
were $60.8 million and $9.6 million, respectively. An adjustment
for the net income of the three month period has been reflected
as an adjustment to the June 29, 1992, consolidated retained
earnings and an additional adjustment of $1.9 million has been
reflected to conform the accounting policies of the previously
separate companies. Separate results of the combining entities for
the year ended June 27, 1993, are as follows:
(Amounts in thousands) June 27, 1993
______________________________________________
Net sales:
Unifi $ 1,133,863
Pioneer Corporations 73,457
Vintage 198,331
______________________________________________
$ 1,405,651
______________________________________________
Net income:
Unifi $ 94,839
Pioneer Corporations 8,591
Vintage 33,214
______________________________________________
$ 136,644
______________________________________________
For all periods prior to the merger to the date of acquisition,
the Pioneer Corporations and Vintage were taxed as S Corporations
and, therefore, federal and state taxes were assessed to the
shareholders. For purposes of the consolidated financial
statements, income taxes have been provided on the Pioneer
Corporations and Vintage's earnings at the rates which would have
been applicable had such earnings been taxed to it. Distributions
to S Corporation shareholders have been adjusted for the effects of
corporate, federal and state taxes payable on an annualized basis.
3.NON-RECURRING CHARGE
In the fiscal 1994 fourth quarter, the Company recorded a
non-recurring charge of $13.4 million ($14.1 million after-tax or
$.20 per share) related to the sale of the Company's investment in
its wholly-owned French subsidiary, Unifi Texturing, S.A. (UTSA)
and the Company's decision to exit the European nylon market. Of
the non-recurring charge, $3.1 million relates to the loss from
the sale of UTSA, $8.8 million relates to the write-off of
goodwill and other intangibles associated with the Company's
European nylon operations and $1.5 million relates to the
write-down of nylon production equipment and inventories. The sale
was consummated during the first fiscal quarter of 1995. Net cash
proceeds from the sale totaled $13.8 million, excluding $4.1
million of cash remitted to the Company from UTSA coincident with
the sale. The results of operations of UTSA were not significant to
the consolidated Company for any of the periods presented.
20
<PAGE>
4.LONG-TERM DEBT
A summary of long-term debt follows:
(Amounts in thousands) June 25, 1995 June 26, 1994
_________________________________________________________________
Convertible subordinated
notes due March 15, 2002 $ 230,000 $ 230,000
There are no scheduled maturities of long-term debt in the five
years following June 25, 1995.
The 6% convertible subordinated notes due March 15, 2002, are
convertible at any time on or before the due date, unless
previously redeemed, into common stock of the Company at a
conversion price of $29.67 per share, subject to adjustment in
certain events. The notes are redeemable, in whole or in part, at
the option of the Company on or after March 27, 1995, at
redemption prices beginning at 104% of their principal amount,
declining to par on or after March 15, 2001. The Company has 7.8
million shares reserved at year end for potential conversion.
Interest is payable semi-annually on March 15 and September 15 of
each year.
The fair value of the Company's long-term debt at June 25,
1995, is estimated at $227.7 million using quoted market prices.
5.INCOME TAXES
Deferred income taxes of $37.7 million and $32.4 million at
June 25, 1995, and June 26, 1994, respectively, have been provided
as a result of temporary differences between financial statement
carrying amounts and the tax basis of existing assets and
liabilities. The net deferred tax liability consists of deferred
tax liabilities resulting primarily from the temporary differences
related to property, plant and equipment of $57.7 million and $52.7
million, other assets of $1.7 million and $.7 million and deferred
tax assets attributable to basis differences resulting from
mergers and valuation reserves of $21.7 million and $21.0 million,
respectively. U.S. deferred income taxes have not been recognized
on $43.0 million at June 25, 1995 ($35.2 million at June 26, 1994),
of undistributed earnings of foreign subsidiaries, because assets
representing those earnings are considered to be permanently
invested. The amount of foreign withholding taxes and U.S. taxes
that would be payable upon the repatriation of assets that
represent those earnings would be approximately $16.4 million at
June 25, 1995 ($13.6 million at June 26, 1994).
Components of deferred tax expense were as follows:
(Amounts in thousands) 1995 1994 1993
___________________________________________________________________
Depreciation and
asset disposals $ 5,801 $ 6,996 $ 6,424
Other 1,704 (57) 82
___________________________________________________________________
$ 7,505 $ 6,939 $ 6,506
___________________________________________________________________
State income taxes
included in provision
for income taxes $ 9,501 $ 7,639 $ 12,608
___________________________________________________________________
Significant items affecting a reconciliation of the statutory
federal income tax rate and the effective rate are attributable to
the following:
1995 1994 1993
__________________________________________________________________
Federal statutory rate 35.0% 35.0% 34.0%
State income taxes-net 3.1 3.6 3.8
Foreign subsidiaries taxed
at different rates (.7) (.2) (.3)
Nondeductible expenses
and other -- 5.7 .3
___________________________________________________________________
Effective rate 37.4% 44.1% 37.8%
___________________________________________________________________
21
<PAGE>
6.COMMON STOCK
Shares authorized were 500 million in 1995 and 1994. Common
shares outstanding at June 25, 1995 and June 26, 1994, were
67,140,005 and 70,432,862, respectively.
The Company has Incentive Stock Option Plans with 1,972,651 shares
reserved at June 25, 1995. There remain 287,683 options available for grant
at year end. The transactions for 1995, 1994 and 1993 are as follows:
<PAGE>
<TABLE>
<CAPTION>
1995 1994 1993
___________________________________________________________________________________________
<C> <S> <S> <S>
Shares under option beginning of year 1,122,694 1,305,095 1,296,773
Granted 773,317 176,500 262,500
Exercised (68,110) (189,890) (187,449)
Canceled (from $10.19 to $24.67) (142,933) (169,011) (66,729)
___________________________________________________________________________________________
Shares under option-end of year 1,684,968 1,122,694 1,305,095
___________________________________________________________________________________________
Options exercisable-end of year 1,273,900 1,067,055 874,992
___________________________________________________________________________________________
Option price range $ 3.80-$25.25 $1.62-$24.67 $1.62-$24.67
___________________________________________________________________________________________
Option price range for options exercised $10.19-$23.88 $1.62-$24.67 $2.53-$24.67
___________________________________________________________________________________________
</TABLE>
The Company also has a Non-Qualified Stock Option Plan with 747,935
shares reserved at June 25, 1995. There remain 9,416 options available for
grant at year end. Transactions for 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
___________________________________________________________________________________________
<C> <S> <S> <S>
Shares under option - beginning of year 331,033 330,000 23,907
Granted 408,519 2,065 330,000
Exercised (1,033) (1,032) (23,907)
___________________________________________________________________________________________
Shares under option-end of year 738,519 331,033 330,000
___________________________________________________________________________________________
Options exercisable-end of year 338,519 331,033 330,000
___________________________________________________________________________________________
Option price range $10.57-$25.83 $10.57-$25.83 $10.57-$25.83
___________________________________________________________________________________________
Option price for options exercised $10.57 $10.57 $4.80
___________________________________________________________________________________________<PAGE>
7.RETIREMENT PLANS
</TABLE>
The Company has a qualified profit-sharing plan, which provides
benefits for eligible salaried and hourly employees. The annual
contribution to the plan, which is at the discretion of the Board
of Directors, amounted to $17.0 million, $15.8 million and $13.3
million in 1995, 1994 and 1993, respectively. The Company leases
its corporate office building from its profit-sharing plan through
an independent trustee.
22
<PAGE>
8.LEASES, COMMITMENTS AND CONCENTRATIONS OF CREDIT RISK
The Company is obligated under operating leases consisting
primarily of real estate and equipment. Future obligations for
minimum rentals under the leases during fiscal years after June
25, 1995, are $3.0 million in 1996, $2.8 million in 1997, $2.6
million in 1998, $2.5 million in 1999, and $2.5 million in 2000.
Rental expense was $3.7 million, $3.2 million and $2.7 million
for the fiscal years 1995, 1994 and 1993, respectively.
The Company had committed approximately $99.5 million for the
purchase of equipment and facilities at June 25,1995.
The concentration of credit risk for the Company with respect
to trade receivables is mitigated due to the large number of
customers, dispersion across different industries and its
factoring arrangements.
The Company had sales to one customer of approximately 11% in
1995, 12% in 1994 and 12% in 1993.
9.BUSINESS SEGMENTS AND FOREIGN OPERATIONS
The Company and its subsidiaries are engaged predominantly in
the processing of yarns by: texturing of synthetic filament
polyester and nylon fiber, and spinning of cotton and cotton blend
fibers with sales domestically and internationally, mostly to
knitters and weavers for the apparel, industrial, hosiery, home
furnishing, automotive upholstery and other end-use markets.
The Company's foreign operations are comprised primarily of its
manufacturing facility in Ireland along with its foreign sales
corporation and had net sales of $231.1 million, $178.5 million
and $199.3 million; pretax income, before non-recurring charges in
1994, of $10.4 million, $4.4 million and $7.6 million; and
identifiable assets of $129.9 million, $132.0 million and $123.4
million in 1995, 1994 and 1993, respectively.
23
<PAGE>
MANAGEMENT'S REVIEW AND ANALYSIS OF OPERATIONS
AND FINANCIAL POSITION
FISCAL 1995
Net sales increased 12.3% from $1.385 billion in 1994 to $1.555
billion in 1995. The growth was accomplished by an increase in unit
volume for the consolidated domestic and international operations.
The increase in unit sales volume was predominantly in our lower
average priced, natural textured and spun yarn products. The volume
increase was supplemented by a slight increase in per unit sales
price.
Our domestic operations experienced increased sales volume of
approximately 12.4% during 1995 with significant gains noted in
natural polyester and spun yarn products. Domestic volume growth
was achieved primarily through capacity expansions, acquisitions
and ongoing modernization projects. Domestic polyester texturing
productive capacity will be increased throughout the 1996 fiscal
year as the Company continues with a modernization project in
process in its Reidsville, NC facility and completes construction
of a new texturing plant in Yadkinville, NC.
The growth in sales in our international polyester operations
was accomplished through increased capacity gained from fiscal 1995
expansions at our Irish facility, higher average unit sales prices
which were raised to partially offset escalating raw material costs
and to the further weakening of the U.S. dollar compared to the
prior year. Texturing capacity will be increased approximately 30%
during the upcoming fiscal year due to the installation of new
texturing equipment. Sales from foreign operations are denominated
in local currencies and are hedged in part by the purchase of raw
materials and services in those same currencies. The net asset
exposure is hedged by borrowings in local currencies which minimize
the risk of currency fluctuations.
Cost of sales as a percentage of sales remained stable at 85.6%
for both the 1995 and 1994 fiscal years. On a consolidated basis
for fiscal 1995, slight increases in per unit raw material and
packaging costs were offset by lower manufacturing costs per unit.
Increased sales volume and a shift in product mix to higher-volume,
lower-cost items resulted in improved manufacturing costs on a per
unit basis. These improvements reflect management's continued
efforts to improve operating efficiency and reduce manufacturing
cost.
Selling, general and administrative expenses as a percentage of
net sales decreased to 2.8% in 1995 from 2.9% in 1994 primarily as
a result of further consolidations of operations relating to the
previous mergers and an increase in the net sales base.
Interest expense declined $2.8 million from $18.3 million in
1994 to $15.5 million in 1995. The decline was attributable to the
retirement of debt acquired in prior year mergers throughout
fiscal 1994. The only long-term debt remaining at June 25, 1995, is
the $230 million in convertible subordinate notes issued in March
1992. Interest income increased $2.1 million from 1994 to 1995 as
a result of increased short-term investment levels. Other income
increased $8.4 million from 1994 to 1995 mainly as a result of the
recognition of gains from the sale of equity affiliates and capital
assets.
The effective income tax rate decreased from 44.1% in 1994 to
37.4% in 1995. This decrease was mainly due to the non-deductible,
non-recurring charge in the prior year while no such charge was
incurred in 1995. Also contributing to the current year's lower
effective tax rate was the increase in the earnings of foreign
operations, which are taxed at rates lower than the domestic
federal tax rate.
Net income increased 51.9% from $76.5 million in 1994 to $116.2
million in 1995. Earnings per share increased from $1.08 per share
from fiscal 1994 to $1.67 for fiscal 1995, an increase of 54.6%.
Net income and net income per share in 1994 before the
non-recurring charge were $90.6 million or $1.28 per share.
FISCAL 1994
Net sales decreased 1.5% from $1.406 billion in 1993 to $1.385
billion in 1994. This reduction resulted from an overall decline in
sales prices of 6.6% based on product mix offset by volume gains of
5.5% experienced for the year in our combined domestic and foreign
markets. Domestic growth was achieved through phased in production
from a new texturizing plant in Yadkinville, NC that commenced
operations in 1993, and the completion of other modernization
projects in 1994 and latter stages of the prior fiscal year. Also,
significant volume growth was noted in our spun yarn business for
the year although pressure on pricing and raw material increases
adversely impacted the margins. In the first quarter of 1994, the
Company increased its presence in the cotton and cotton blend spun
yarn business through the merger with the Pioneer Corporations.
During 1993, the Company entered this market through its merger
with Vintage Yarns.
Our European facilities also experienced overall capacity
increases. However, sales prices in local currencies were adversely
affected due to weak economic conditions and overcapacity
throughout most of the year. Sales from foreign operations are
denominated in local currencies and are hedged in part by the
purchase of raw materials and services in those same currencies.
The net asset exposure is hedged by borrowings in local currencies
which minimize the risk of currency fluctuations.
24
<PAGE>
Cost of sales as a percentage of sales increased from 81.2% in
1993 to 85.6% in 1994. Impacting cost of sales in the current year
was increased fixed charges, such as depreciation, resulting from
added capacity being absorbed on a lower net sales base. Also, our
spun operations experienced significant raw material price
increases during 1994 adversely impacting cost of sales. On a
Company-wide basis, however, raw material prices per pound were
lower in the current fiscal year than in the prior year.
Selling, general and administrative expenses as a percentage of
net sales increased from 2.7% in 1993 to 2.9% in 1994 primarily as
a result of increased fixed charges over a reduced net sales
base.
Interest expense declined $7.6 million from $25.8 million in
1993 to $18.2 million in 1994. This decline was attributable to the
payoff of long-term debt acquired through merger activity. The
only long-term debt remaining at June 26, 1994 is the $230 million
in convertible subordinate notes issued in March 1992. Interest
income declined $5.2 million from 1993 to 1994 as a result of
decreased short-term investment levels. These investments were used
to pay off acquired debt, modernize capital equipment and for other
financing activities. Other income declined $4.5 million from 1993
to 1994 mainly as a result of the prior year gains recognized from
the sale of investment in affiliates and short-term investments
while no such activity was present in the current year.
In connection with the planned sale of the nylon operations in
France, the Company recognized the anticipated loss on the sale of
its French subsidiary and wrote off certain intangible costs,
primarily goodwill, and other costs associated with the European
nylon business. These costs aggregated $14.1 million, or $.20 per
share on an after tax basis.
The effective income tax rate increased from 37.8% in 1993 to
44.1% in 1994. This increase was mainly due to the non-deductible,
non-recurring charge in the current year while no such charge was
incurred in 1993. Also adversely impacting the current
year'seffective tax rate was the decreased foreign earnings which
are taxed at rates lower than the federal tax rate and the increase
in the statutory federal rate from 34% to 35% for all of 1994.
Net income declined from $136.6 million or $1.93 per share in
1993 to $76.5 million or $1.08 per share in 1994. Net income and
net income per share in 1994 before the non-recurring charge
previously discussed were $90.6 million or $1.28 per share.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from operations is a major source of liquidity
for the Company. During 1995, $155.3 million was generated as a
result of net income, adjusted for the effects of depreciation
and amortization and noncash expenses and increases in accounts
payable offset by increases in both receivables and inventories.
Receivables have increased in connection with increased volume for
both our domestic and export markets. Payment terms for our export
sales are typically longer than our domestic sales. The growth in
inventory was due to anticipated capacity increases and overall
higher per unit raw material prices. The growth in inventory
resulted in a corresponding increase to accounts payable.
During 1995, the Company expended $83.8 million for the
repurchase of 3.4 million shares of the Company's common stock,
$88.9 million for additions to property and equipment and $27.7
million for cash dividend payments. Cash generated from the sale of
our French subsidiary amounted to $13.8 million.
At June 25, 1995, the Company has working capital of $333.4
million which represents a $29.1 million increase in working
capital from June 26, 1994. Included in working capital at June
25, 1995, is cash and short-term investments of $146.2 million. In
addition, the Company has access to debt and equity markets.
At June 25, 1995, the Company has committed approximately $99.5
million for the purchase of equipment and facilities.
On October 21, 1993, the Board of Directors authorized
Management to repurchase up to 15 million shares of Unifi's common
stock from time to time at such prices as Management feels
advisable and in the best interest of the Company. Approximately
3.5 million shares have been repurchased as of June 25, 1995,
pursuant to this Board authorization.
Management believes the current financial position is
sufficient to meet anticipated capital expenditures, working
capital needs, and other financial requirements.
25<PAGE>
<PAGE>
<TABLE>
SUMMARY OF SELECTED FINANCIAL DATA
<CAPTION>
(Amounts in thousands, except
per share data) 6/25/95 6/25/94 6/25/93 6/25/92 6/25/91
____________________________________________________________________________________________
<C> <S> <S> <S> <S> <S>
Summary of Earnings:
Net sales $ 1,554,557 $ 1,384,797 $ 1,405,651 $ 1,322,910 $ 1,121,592
Cost of sales 1,330,410 1,185,386 1,141,126 1,090,611 965,115
Gross profit 224,147 199,411 264,525 232,299 156,477
Selling, general
and administrative 43,116 40,429 38,484 38,530 41,193
Interest expense 15,452 18,241 25,785 16,756 18,707
Interest income (10,372) (8,290) (13,537) (5,306) (3,705)
Other income (9,659) (1,238) (5,775) (1,598) (3,100)
Non-recurring charge --- 13,433 --- --- ---
Merger expenses --- --- --- 24,805 ---
Income before taxes 185,610 136,836 219,568 159,112 103,382
Provision for income taxes 69,439 60,344 82,924 62,263 35,707
Net income 116,171 76,492 136,644 96,849 67,675
Per Share of Common Stock:
Net income $ 1.67 $ 1.08 $ 1.93 $ 1.38 $ 1.01
Cash dividends .40 .56 .42 .36 .20
Financial Data:
Working capital $ 333,357 $ 304,274 $ 320,215 $ 389,826 $ 104,275
Gross property, plant
and equipment 910,383 848,637 750,552 640,963 529,701
Total assets 1,040,902 1,003,252 1,017,449 989,404 621,963
Long-term debt 230,000 230,000 250,241 328,685 160,113
Shareholders equity 603,502 588,522 545,553 463,043 269,031
</TABLE>
<TABLE>
QUARTERLY RESULTS (UNAUDITED)
Quarterly financial data for the years ended June 25, 1995, and June 26, 1994 is
presented below:
<CAPTION>
(Amounts in thousands, except per share data) 1st Qrtr 2nd Qrtr 3rd Qrtr 4th Qrtr
_____________________________________________________________________________________________
<C> <S> <S> <S> <S>
1994:
Net sales $ 325,355 $ 351,516 $ 346,059 $ 361,867
Gross profit 45,725 52,564 50,589 50,533
Net income 19,812 24,361 22,754 9,565
Earnings per share .28 .34 .32 .14
1995:
NET SALES $ 359,194 $ 387,297 $ 403,001 $ 405,065
GROSS PROFIT 48,334 55,115 58,302 62,396
NET INCOME 22,689 28,120 31,050 34,312
EARNINGS PER SHARE .32 .40 .45 .50
</TABLE>
26
<PAGE>
<TABLE>
MARKET AND DIVIDEND INFORMATION (UNAUDITED)
The Company's common stock is listed for trading on the New York Stock Exchange. The
following table sets forth the range of high and low sales prices of the Unifi Common Stock
as reported on the NYSE Composite Tape and the regular cash dividends per share declared by
Unifi during the periods indicated. This information has been adjusted
to reflect the stock split described below.
<CAPTION>
High Low Dividends
____________________________________________________________________________________________
<C> <S> <S> <S>
Fiscal year 1993:
First quarter ended September 27, 1992 $ 26.75 $ 23.59 $ .10
Second quarter ended December 27, 1992 $ 30.67 $ 23.67 $ .10
Third quarter ended March 28, 1993 $ 34.88 $ 27.92 $ .11
Fourth quarter ended June 27, 1993 $ 38.38 $ 31.50 $ .11
Fiscal year 1994:
First quarter ended September 26, 1993 $ 34.13 $ 20.00 $ .14
Second quarter ended December 26, 1993 $ 27.63 $ 20.88 $ .14
Third quarter ended March 27, 1994 $ 27.00 $ 21.75 $ .14
Fourth quarter ended June 26, 1994 $ 26.63 $ 20.50 $ .14
FISCAL YEAR 1995:
FIRST QUARTER ENDED SEPTEMBER 25, 1994 $ 25.50 $ 23.38 $ .10
SECOND QUARTER ENDED DECEMBER 25, 1994 $ 26.63 $ 23.88 $ .10
THIRD QUARTER ENDED MARCH 26, 1995 $ 29.13 $ 25.00 $ .10
FOURTH QUARTER ENDED JUNE 25, 1995 $ 27.75 $ 22.63 $ .10
<FN>
On January 21, 1993, the Company's Board of Directors declared a three-for-two stock dividend
in the form of a stock split.
</TABLE>
27
<PAGE>
<PAGE>
EXHIBIT (13 b-1)
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of Unifi, Inc.
We have audited the accompanying consolidated balance sheets of
Unifi, Inc. as of June 25, 1995, and June 26, 1994, and the related
consolidated statements of income, changes in shareholders equity,
and cash flows for each of the three years in the period ended June
25, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Unifi, Inc. at June 25, 1995, and June 26,
1994, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended June 25,
1995, in conformity with generally accepted accounting principles.
Ernst & Young LLP
Greensboro, North Carolina
July 17, 1995
14
Exhibit (21)
UNIFI, INC.
SUBSIDIARIES
Percentage
of Voting
Securities
Name Address Incorporation Owned
-----------------------------------------------------------------
Unifi, FSC Limited Agana, Guam Guam 100%
Unifi Textured Yarns Letterkenny,
Europe, Ltd. Ireland United Kingdom 100%
Unifi International
Service, Inc. Greensboro, NC North Carolina 100%
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Unifi, Inc. of our report dated July
17, 1995, included in the 1995 Annual Report to Shareholders
of Unifi, Inc.
We also consent to the addition of the financial statement
schedule of Unifi, Inc. listed in Item 14(a), to the
financial statements covered by our report dated July 17,
1995, incorporated herein by reference.
In addition, we consent to the incorporation by reference in
the Registration Statement (Form S-8 No. 33-23201) pertaining
to the Unifi, Inc. 1982 Incentive Stock Option Plan and the
1987 Non-Qualified Stock Option Plan, Registration Statement
(Form S-3 No. 33-45946) pertaining to the Unifi, Inc. 6%
Convertible Subordinated Notes, and Registration Statement
(Form S-8 No. 33-53799) pertaining to the Unifi, Inc. 1992
Incentive Stock Option Plan and Unifi Spun Yarns, Inc. 1992
Employee Stock Option Plan of our report dated July 17, 1995,
with respect to the consolidated financial statements and
schedule of Unifi, Inc. incorporated herein by reference in
this Annual Report (Form 10-K) for the year ended June 25,
1995.
Ernst & Young LLP
Greensboro, North Carolina
September 15, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the Company's
Annual Report to Shareholders for the fiscal year ended June 25, 1995, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-25-1995
<PERIOD-END> JUN-25-1995
<CASH> 60,350
<SECURITIES> 85,844
<RECEIVABLES> 215,852
<ALLOWANCES> 6,420
<INVENTORY> 139,378
<CURRENT-ASSETS> 503,021
<PP&E> 910,383
<DEPRECIATION> 394,168
<TOTAL-ASSETS> 1,040,902
<CURRENT-LIABILITIES> 169,664
<BONDS> 0
<COMMON> 6,714
0
0
<OTHER-SE> 596,788<F1>
<TOTAL-LIABILITY-AND-EQUITY> 1,040,902
<SALES> 1,554,557
<TOTAL-REVENUES> 1,554,557
<CGS> 1,330,410
<TOTAL-COSTS> 1,330,410
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,452
<INCOME-PRETAX> 185,610
<INCOME-TAX> 69,439
<INCOME-CONTINUING> 116,171
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,171
<EPS-PRIMARY> 1.67
<EPS-DILUTED> 1.62
<FN>
<F1>Note: Other Equity of $596,788 is comprised of Capital in Excess of Par
Value of $117,277, Retained Earnings of $473,962, Cumulative Translation
Adjustment of $4,415 and Unrealized Gains/Losses on Certain Investments of
$1,134.
</FN>
</TABLE>
