New York
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11-2165495 |
(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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P.O. Box 19109 - 7201 West Friendly Avenue Greensboro, NC
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27419-9109 |
(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock
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New York Stock Exchange
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(Do not check if a smaller reporting company)
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Pages | |
Reports of Independent Registered Public Accounting Firm
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+
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Consolidated Balance Sheets at June 27, 2010 and June 28, 2009
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+
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Consolidated Statements of Operations for the Years Ended June 27, 2010, June 28, 2009, and June 29, 2008
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+ |
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 27, 2010,
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June 28, 2009, and June 29, 2008
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+
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Consolidated Statements of Cash Flows for the Years Ended June 27, 2010, June 28, 2009, and June 29, 2008
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+ |
Notes to Consolidated Financial Statements
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+
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2. Financial Statement Schedules
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II — Valuation and Qualifying Accounts
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+
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Parkdale America, LLC Financial Statements as of January 1, 2011 and January 2, 2010 and for the Years Ended
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January 1, 2011, January 2, 2010, and January 3, 2009
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9 |
Exhibit
Number
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Description
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3.1(i)(a)
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Restated Certificate of Incorporation of Unifi, Inc., as amended (incorporated by reference to Exhibit 3a to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542) filed on September 17, 2004). +
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3.1(i)(b)
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Certificate of Change to the Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006). +
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3.1 (ii)
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Restated By-laws of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated December 20, 2007). +
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4.1
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Indenture dated May 26, 2006, among Unifi, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.2
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Form of Exchange Note (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.3
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Registration Rights Agreement, dated May 26, 2006, among Unifi, Inc., the guarantors party thereto and Lehman Brothers Inc. and Banc of America Securities LLC, as the initial purchasers (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.4
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Security Agreement, dated as of May 26, 2006, among Unifi, Inc., the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.5
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Pledge Agreement, dated as of May 26, 2006, among Unifi, Inc., the guarantors’ party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.6
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Grant of Security Interest in Patent Rights, dated as of May 26, 2006, by Unifi, Inc. in favor of U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.7
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Grant of Security Interest in Trademark Rights, dated as of May 26, 2006, by Unifi, Inc. in favor of U.S. Bank National Association (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.8
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Intercreditor Agreement, dated as of May 26, 2006, among Unifi, Inc., the subsidiaries party thereto, Bank of America N.A. and U.S. Bank National Association (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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Exhibit
Number
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Description
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4.9
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Amended and Restated Credit Agreement, dated as of May 26, 2006, among Unifi, Inc., the subsidiaries party thereto and Bank of America N.A. (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.10
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Amended and Restated Security Agreement, dated May 26, 2006, among Unifi, Inc., the subsidiaries party thereto and Bank of America N.A. (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.11
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Pledge Agreement, dated May 26, 2006, among Unifi, Inc., the subsidiaries party thereto and Bank of America N.A. (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.12
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Grant of Security Interest in Patent Rights, dated as of May 26, 2006, by Unifi, Inc. in favor of Bank of America N.A. (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.13
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Grant of Security Interest in Trademark Rights, dated as of May 26, 2006, by Unifi, Inc. in favor of Bank of America N.A. (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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4.14
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Registration Rights Agreement dated January 1, 2007 between Unifi, Inc. and Dillon Yarn Corporation (incorporated by reference from Exhibit 7.1 to the Company’s Schedule 13D dated January 2, 2007). +
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4.15
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First Amendment to Amended and Restated Credit Agreement, Amended and Restated Security Agreement and Pledge Agreement, dated as of September 9, 2010, among Unifi, Inc., the subsidiaries of Unifi, Inc. from time to time party to the agreement, each lender from time to time party to the agreement and Bank of America N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 9, 2010). +
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10.1
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Deposit Account Control Agreement, dated as of May 26, 2006, between Unifi Manufacturing, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2006 (Reg. No. 001-10542) filed on September 8, 2006). +
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10.2
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*1999 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference from Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-43158) filed on August 7, 2000). +
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10.3
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*Form of Option Agreement for Incentive Stock Options granted under the 1999 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006). +
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10.4
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*Unifi, Inc. Supplemental Key Employee Retirement Plan, effective July 26, 2006 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated July 25, 2006). +
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10.5
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*Change of Control Agreement between Unifi, Inc. and Thomas H. Caudle, Jr., effective August 14, 2009 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated August 14, 2009). +
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10.6
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*Change of Control Agreement between Unifi, Inc. and Charles F, McCoy, effective August 14, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated August 14, 2009). +
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Exhibit
Number
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Description
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10.7
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*Change of Control Agreement between Unifi, Inc. and Ronald L. Smith, effective August 14, 2009 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated August 14, 2009). +
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10.8
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*Change of Control Agreement between Unifi, Inc. and R. Roger Berrier, Jr., effective August 14, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated August 14, 2009). +
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10.9
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*Change of Control Agreement between Unifi, Inc. and William L. Jasper, effective August 14, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated August 14, 2009). +
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10.10
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Sales and Services Agreement dated January 1, 2007 between Unifi, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-140580) filed on February 9, 2007). +
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10.11
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*Severance Agreement, executed October 4, 2007, by and between the Company and William M. Lowe, Jr. (incorporated by reference from Exhibit 10.1 to the Company’s current report on Form 8-K (Reg. No. 001-10542) dated October 4, 2007). +
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10.12
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First Amendment to Sales and Service Agreement dated January 1, 2007 between Unifi Manufacturing, Inc. and Dillon Yarn Corporation (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form 8-K (Reg. No. 333-140580) filed on December 3, 2008). +
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10.13
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*2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Reg. No. 333-140590) filed on December 12, 2008). +
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10.14
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*Form of Option Agreement for Incentive Stock Options granted under the 2008 Unifi, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarterly period December 28, 2008 (Reg. No. 001-10542) filed on February 6, 2009). +
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10.15
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*Amendment to the Unifi, Inc. Supplemental Key Employee Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) filed on December 31, 2008). +
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10.16
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Yarn Purchase Agreement between Unifi Manufacturing, Inc. and Hanesbrands, Inc effective November 6, 2009 (incorporated by reference from Exhibit 32.2 to the Company’s current report on Form 8-K (Reg. No. 001-10542) dated November 6, 2009) (portions of the exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request). +
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10.17
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Second Amendment to Sales and Service Agreement between Unifi, Inc. and Dillon Yarn Corporation, effective January 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Reg. No. 001-10542) dated December 11, 2009). +
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12.1
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Statement of Computation of Ratios of Earnings to Fixed Charges. +
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14.1
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Unifi, Inc. Ethical Business Conduct Policy Statement as amended July 22, 2004, filed as Exhibit (14a) with the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542), which is incorporated herein by reference. +
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14.2
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Unifi, Inc. Code of Business Conduct & Ethics adopted on July 22, 2004, filed as Exhibit (14b) with the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 2004 (Reg. No. 001-10542), which is incorporated herein by reference. +
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Exhibit
Number
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Description
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21.1
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List of Subsidiaries. +
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. +
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23.2
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Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accounting Firm.
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23.3
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Consent of Grant Thornton LLP, Independent Certified Public Accounting Firm.
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31.1
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Chief Executive Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Chief Financial Officer’s certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Chief Executive Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Chief Financial Officer’s certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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UNIFI, Inc.
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|||
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By:
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/s/ RONALD L. SMITH | |
Ronald L. Smith
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|||
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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|||
Page(s) | |
Report of Independent Auditors and Report of Independent Certified Public Accountants | 11-12 |
Financial Statements | |
Balance Sheets | 13 |
Statements of Operations | 14 |
Statements of Members’ Equity | 15 |
Statements of Cash Flows | 16 |
Notes to Financial Statements | 17-26 |
2010
|
2009
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 29,366,000 | $ | 17,891,000 | ||||
Accounts receivable, trade (less allowance of
|
||||||||
$7,676,000 and $4,561,000 in 2010 and 2009, respectively)
|
110,198,000 | 68,677,000 | ||||||
Other receivables
|
6,246,000 | 4,514,000 | ||||||
Due from affiliates
|
152,000 | - | ||||||
Inventories
|
115,532,000 | 69,256,000 | ||||||
Prepaid expenses and other assets
|
3,000 | 16,000 | ||||||
Derivative assets
|
6,018,000 | 1,025,000 | ||||||
Total current assets
|
267,515,000 | 161,379,000 | ||||||
Property, plant and equipment, net
|
150,174,000 | 100,186,000 | ||||||
Investment in joint venture
|
8,786,000 | 8,994,000 | ||||||
Deferred financing costs, net
|
498,000 | 647,000 | ||||||
Other noncurrent assets
|
410,000 | 817,000 | ||||||
$ | 427,383,000 | $ | 272,023,000 | |||||
Liabilities and Members' Equity
|
||||||||
Current liabilities
|
||||||||
Trade accounts payable
|
$ | 62,707,000 | $ | 21,399,000 | ||||
Accrued expenses
|
7,650,000 | 6,808,000 | ||||||
Due to affiliates
|
5,087,000 | 3,830,000 | ||||||
Total current liabilities
|
75,444,000 | 32,037,000 | ||||||
Long-term debt
|
45,000,000 | - | ||||||
Deferred income
|
10,719,000 | 15,923,000 | ||||||
Total liabilities
|
131,163,000 | 47,960,000 | ||||||
Commitments and contingencies (Note 11)
|
||||||||
Members' equity
|
296,220,000 | 224,063,000 | ||||||
$ | 427,383,000 | $ | 272,023,000 |
2010
|
2009
|
2008
|
||||||||||
Net sales
|
$ | 814,387,000 | $ | 397,259,000 | $ | 461,576,000 | ||||||
Cost of goods sold
|
(731,796,000 | ) | (375,313,000 | ) | (431,814,000 | ) | ||||||
Gross profit
|
82,591,000 | 21,946,000 | 29,762,000 | |||||||||
General and administrative expenses
|
(15,930,000 | ) | (15,223,000 | ) | (11,239,000 | ) | ||||||
Impairment of property, plant and equipment
|
(461,000 | ) | (130,000 | ) | (100,000 | ) | ||||||
Gain on disposals of property, plant and equipment
|
342,000 | 3,408,000 | 901,000 | |||||||||
Gain (loss) on commodity contracts
|
(4,118,000 | ) | (3,057,000 | ) | 8,166,000 | |||||||
Income from operations
|
62,424,000 | 6,944,000 | 27,490,000 | |||||||||
Interest expense
|
(527,000 | ) | (306,000 | ) | (118,000 | ) | ||||||
Interest income
|
61,000 | 421,000 | 721,000 | |||||||||
Earnings (loss) from investment in joint venture
|
541,000 | 1,334,000 | (374,000 | ) | ||||||||
Gain on legal settlement
|
- | - | 950,000 | |||||||||
Gain (loss) on foreign exchange contracts
|
(394,000 | ) | - | 1,804,000 | ||||||||
Other (expense) income, net
|
(300,000 | ) | 563,000 | 253,000 | ||||||||
Net income
|
$ | 61,805,000 | $ | 8,956,000 | $ | 30,726,000 |
Balance at December 29, 2007
|
$ | 212,017,000 | ||
Comprehensive income
|
||||
Net income
|
30,726,000 | |||
Changes in other comprehensive income
|
||||
related to derivative instruments
|
(9,896,000 | ) | ||
Total comprehensive income
|
20,830,000 | |||
Dividends paid
|
(17,154,000 | ) | ||
Balance at January 3, 2009
|
215,693,000 | |||
Comprehensive income
|
||||
Net income
|
8,956,000 | |||
Changes in other comprehensive income
|
||||
related to derivative instruments
|
8,925,000 | |||
Total comprehensive income
|
17,881,000 | |||
Dividends paid
|
(9,511,000 | ) | ||
Balance at January 2, 2010
|
224,063,000 | |||
Comprehensive income
|
||||
Net income
|
61,805,000 | |||
Changes in other comprehensive income
|
||||
related to derivative instruments
|
22,665,000 | |||
Total comprehensive income
|
84,470,000 | |||
Dividends paid
|
(12,313,000 | ) | ||
Balance at January 1, 2011
|
$ | 296,220,000 |
2010
|
2009
|
2008
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net income
|
$ | 61,805,000 | $ | 8,956,000 | $ | 30,726,000 | ||||||
Adjustments to reconcile net income to net cash provided by
|
||||||||||||
operating activities
|
||||||||||||
Depreciation and amortization
|
25,457,000 | 19,937,000 | 18,062,000 | |||||||||
Gain on disposals of property, plant and equipment
|
(342,000 | ) | (3,408,000 | ) | (901,000 | ) | ||||||
Impairment of property, plant and equipment
|
461,000 | 130,000 | 100,000 | |||||||||
Loss (gain) on derivative instruments
|
3,608,000 | 10,374,000 | (9,498,000 | ) | ||||||||
Dividends received from joint venture
|
750,000 | 1,950,000 | - | |||||||||
(Earnings) loss from investment in joint venture
|
(542,000 | ) | (1,334,000 | ) | 374,000 | |||||||
Changes in operating assets and liabilities, (net of effect of assets
|
||||||||||||
acquired and liabilities assumed in acquisition)
|
||||||||||||
Trade accounts receivable, net
|
(41,521,000 | ) | (7,907,000 | ) | 15,533,000 | |||||||
Other receivables
|
(1,732,000 | ) | 2,352,000 | (6,866,000 | ) | |||||||
Due to affiliates, net
|
600,000 | 1,306,000 | 198,000 | |||||||||
Inventories
|
(46,276,000 | ) | (26,203,000 | ) | (3,263,000 | ) | ||||||
Prepaid expenses and other assets
|
13,000 | 102,000 | 137,000 | |||||||||
Cash received (paid) for derivative instruments
|
14,064,000 | - | - | |||||||||
Other noncurrent assets
|
407,000 | (206,000 | ) | - | ||||||||
Trade accounts payable
|
41,308,000 | 16,165,000 | (4,509,000 | ) | ||||||||
Accrued expenses
|
844,000 | 2,056,000 | (1,167,000 | ) | ||||||||
Deferred income
|
(17,316,000 | ) | 15,846,000 | 77,000 | ||||||||
Net cash provided by operating activities
|
41,588,000 | 40,116,000 | 39,003,000 | |||||||||
Cash flows from investing activities
|
||||||||||||
Purchases of property, plant and equipment
|
(64,019,000 | ) | (3,962,000 | ) | (35,868,000 | ) | ||||||
Purchase of business
|
- | (23,769,000 | ) | - | ||||||||
Payments on foreign currency exchange contracts
|
- | - | (19,574,000 | ) | ||||||||
Proceeds from foreign currency exchange contracts
|
- | - | 20,664,000 | |||||||||
Dividends received from joint venture
|
- | - | 1,039,000 | |||||||||
Proceeds from disposals of property, plant and equipment
|
1,314,000 | 4,363,000 | 2,777,000 | |||||||||
Net cash used in investing activities
|
(62,705,000 | ) | (23,368,000 | ) | (30,962,000 | ) | ||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from revolving line of credit
|
45,000,000 | - | - | |||||||||
Payments of deferred financing costs
|
(95,000 | ) | (705,000 | ) | (388,000 | ) | ||||||
Dividends paid
|
(12,313,000 | ) | (9,511,000 | ) | (17,154,000 | ) | ||||||
Principal and early buyout payments on capital lease obligations
|
- | - | (8,546,000 | ) | ||||||||
Net cash provided by (used in) financing activities
|
32,592,000 | (10,216,000 | ) | (26,088,000 | ) | |||||||
Net increase (decrease) in cash and cash equivalents
|
11,475,000 | 6,532,000 | (18,047,000 | ) | ||||||||
Cash and cash equivalents
|
||||||||||||
Beginning of year
|
17,891,000 | 11,359,000 | 29,406,000 | |||||||||
End of year
|
$ | 29,366,000 | $ | 17,891,000 | $ | 11,359,000 | ||||||
Supplemental disclosures of cash flow information
|
||||||||||||
Cash paid during the year for interest
|
$ | 237,414 | $ | - | $ | - | ||||||
Accrued purchases of property, plant and equipment
|
$ | - | $ | 577,000 | $ | - |
1.
|
Nature of Business and Summary of Significant Accounting Policies
|
Useful
|
|||||||||||
Lives in
|
|||||||||||
Years
|
2010
|
2009
|
|||||||||
Land and land improvements
|
15 | $ | 9,812,000 | $ | 6,594,000 | ||||||
Buildings
|
15-39 | 83,608,000 | 73,572,000 | ||||||||
Machinery and equipment
|
5-9 | 429,465,000 | 405,192,000 | ||||||||
Office furniture and fixtures
|
3-7 | 11,136,000 | 13,791,000 | ||||||||
534,021,000 | 499,149,000 | ||||||||||
Less: Accumulated depreciation
|
(394,397,000 | ) | (401,293,000 | ) | |||||||
Construction in progress
|
10,550,000 | 2,330,000 | |||||||||
Property, plant and equipment, net | $ | 150,174,000 | $ | 100,186,000 |
2.
|
Business Combination
|
Inventories
|
$ | 4,141,000 | ||
Property, plant and equipment
|
19,435,000 | |||
Other assets
|
649,000 | |||
Total assets
|
24,225,000 | |||
Accrued liabilities | (456,000 | ) | ||
Cash consideration paid | $ | 23,769,000 |
3.
|
Inventories
|
2010
|
2009
|
|||||||
Cotton and synthetics
|
$ | 53,741,000 | $ | 22,166,000 | ||||
Yarn in process
|
11,076,000 | 7,170,000 | ||||||
Finished yarn
|
49,763,000 | 38,965,000 | ||||||
Supplies
|
952,000 | 955,000 | ||||||
$ | 115,532,000 | $ | 69,256,000 |
4.
|
Income Taxes
|
5.
|
Deferred Financing Costs
|
6.
|
Long-Term Debt
|
7.
|
Derivative Instruments
|
Balance Sheet
|
Fair Value
|
Fair Value
|
|||||||
Location
|
January 1, 2011
|
January 2, 2010
|
|||||||
Derivative assets, commodity contracts
|
|||||||||
Hedges
|
Derivative instruments, net
|
$ | 9,753,000 | $ | 279,000 | ||||
Nonhedges
|
Derivative instruments, net
|
6,827,000 | 1,187,000 | ||||||
Total derivative assets
|
16,580,000 | 1,466,000 | |||||||
Derivative liabilities, commodity contracts
|
|||||||||
Hedges
|
Derivative instruments, net
|
(970,000 | ) | (37,000 | ) | ||||
Nonhedges
|
Derivative instruments, net
|
(12,252,000 | ) | (1,401,000 | ) | ||||
Total derivative liability
|
(13,222,000 | ) | (1,438,000 | ) | |||||
Cash collateral with broker
|
2,660,000 | 997,000 | |||||||
Net derivative asset
|
$ | 6,018,000 | $ | 1,025,000 |
Amount of Gain (Loss)
|
|||||||||||||||||
Amount of Gain
|
Location of Gain (Loss)
|
Reclassified From
|
|||||||||||||||
Cash Flow Hedging
|
in Members' Equity
|
Reclassified From
|
Members' Equity to Income
|
||||||||||||||
Derivatives
|
2010
|
2009 |
Members' Equity
|
2010 | 2009 | ||||||||||||
Commodity contracts
|
$ | 23,034,000 | $ | 369,000 |
Cost of goods sold
|
$ | 510,000 | $ | (5,481,000 | ) |
Derivatives not Designated
|
Location of Gain (Loss)
|
Amount of Loss in Income
|
||||||||
as Hedging Instruments
|
Recognized in Income
|
2010 | 2009 | |||||||
Commodity contracts
|
Loss on commodity contracts
|
$ | (4,118,000 | ) | $ | (3,057,000 | ) |
8.
|
Investment in Summit Yarn Joint Venture
|
2010
|
2009
|
2008
|
||||||||||
Current assets
|
$ | 12,185,000 | $ | 10,308,000 | ||||||||
Total assets
|
21,588,000 | 19,166,000 | ||||||||||
Current liabilities
|
3,234,000 | 1,388,000 | ||||||||||
Total liabilities
|
4,016,000 | 2,107,000 | ||||||||||
Equity
|
17,572,000 | 17,058,000 | ||||||||||
Total liabilities and equity
|
21,588,000 | 19,166,000 | ||||||||||
Revenue
|
60,136,000 | 42,580,000 | $ | 50,620,000 | ||||||||
Expenses
|
58,122,000 | 40,850,000 | 51,367,000 | |||||||||
Net income (loss)
|
2,014,000 | 1,730,000 | (747,000 | ) |
9.
|
Defined Contribution Plan
|
10.
|
Related-Party Transactions
|
2010
|
2009
|
|||||||
Due from U.S. Cotton LLC
|
$ | 152,000 | $ | - | ||||
Due from affiliates
|
$ | 152,000 | $ | - | ||||
Due to Summit
|
(476,000 | ) $ | $ | (367,000 | ) | |||
Due to Mills
|
(4,586,000 | ) | (3,373,000 | ) | ||||
Due to Alliance Real Estate III
|
(2,000 | ) | (2,000 | ) | ||||
Due to Parkdale Mills de Honduras
|
- | (38,000 | ) | |||||
Due to U.S. Cotton LLC
|
(23,000 | ) | (50,000 | ) | ||||
Due to affiliates
|
$ | (5,087,000 | ) | $ | (3,830,000 | ) |
11.
|
Commitments and Contingencies
|
Fiscal Years
|
||||
2011
|
$ | 726,000 | ||
2012
|
204,000 | |||
2013
|
40,000 | |||
Total minimum lease payments | $ | 970,000 |
12.
|
Legal Settlements
|
13.
|
Subsequent Events
|
Date: April 1, 2011
|
By:
|
/s/ WILLIAM L. JASPER | |
William L. Jasper | |||
Chairman of the Board and Chief Executive Officer | |||
Date: April 1, 2011
|
By:
|
/s/ RONALD L. SMITH | |
Ronald L. Smith | |||
Vice President and Chief Financial Officer | |||
(Principal Financial Officer and Principal Accounting Officer) |
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 1, 2011
|
By:
|
/s/ WILLIAM L. JASPER | |
William L. Jasper | |||
Chairman of the Board and Chief Executive Officer | |||
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 1, 2011
|
By:
|
/s/ RONALD L. SMITH | |
Ronald L. Smith | |||
Vice President and Chief Financial Officer | |||
(Principal Financial Officer and Principal Accounting Officer) |