23. Investments in Unconsolidated Affiliates and Variable Interest Entities

Parkdale America, LLC

In June 1997, the Company and Parkdale Mills, Inc. (“Mills”) entered into a Contribution Agreement that set forth the terms and conditions by which the two companies contributed all of the assets of their spun cotton yarn operations utilizing open-end and air-jet spinning technologies to create Parkdale America, LLC (“PAL”). In exchange for its contribution, the Company received a 34% ownership interest in PAL, which is accounted for using the equity method of accounting. Effective January 1, 2012, Mills’ interest in PAL was assigned to Parkdale Incorporated.

PAL is a limited liability company treated as a partnership for income tax reporting purposes. PAL is a producer of cotton and synthetic yarns for sale to the textile industry and apparel market, both foreign and domestic. PAL has 16 manufacturing facilities located primarily in the southeast region of the U.S. and in Mexico. PAL’s five largest customers accounted for approximately 77% of total revenues and 86% of total gross accounts receivable outstanding. As PAL’s fiscal year end is the Saturday nearest to December 31 and its results are considered significant, the Company files an amendment to each Annual Report on Form 10-K on or before 90 days subsequent to PAL’s fiscal year end to provide PAL’s audited financial statements for PAL’s most recent fiscal year. The Company filed an amendment to its 2015 Annual Report on Form 10-K for the fiscal year ended June 28, 2015 on March 31, 2016 to provide PAL’s audited financial statements for PAL’s fiscal year ended January 2, 2016. The Company expects to file an amendment to this Annual Report on Form 10-K on or before March 31, 2017 to provide PAL’s audited financial statements for PAL’s fiscal year ended December 31, 2016.

The federal government maintains a program providing economic adjustment assistance to domestic users of upland cotton (the “cotton rebate program”). The cotton rebate program offers a subsidy for cotton consumed in domestic production, and the subsidy is paid the month after the eligible cotton is consumed. To be completely earned, the subsidy must be used within eighteen months after the marketing year in which it is earned to purchase qualifying capital expenditures in the U.S. for production of goods from upland cotton. The marketing year is from August 1 to July 31. The program provides a subsidy of up to three cents per pound. In February 2014, the federal government extended the program for five years. The cotton subsidy will remain at three cents per pound for the life of the program. PAL recognizes its share of income for the cotton subsidy when the cotton has been consumed and the qualifying assets have been acquired, with an appropriate allocation methodology considering the dual criteria of the subsidy.

PAL is subject to price risk related to anticipated fixed-price yarn sales. To protect the gross margin of these sales, PAL may enter into cotton futures to manage changes in raw material prices in order to protect the gross margin of fixed-priced yarn sales. The derivative instruments used are listed and traded on an exchange and are thus valued using quoted prices classified within Level 1 of the fair value hierarchy. As of June 2016, PAL had no futures contracts designated as cash flow hedges.

As of June 26, 2016, the Company’s investment in PAL was $113,468 and reflected within investments in unconsolidated affiliates in the consolidated balance sheets. The reconciliation between the Company’s share of the underlying equity of PAL and its investment is as follows:

Underlying equity as of June 26, 2016	$	131,742
Initial excess capital contributions		53,363
Impairment charge recorded by the Company in 2007		(74,106	)
Anti-trust lawsuit against PAL in which the Company did not participate		2,652
Cotton rebate adjustments to PAL’s depreciation expense		(183	)
Investment as of June 26, 2016	$	113,468

On August 28, 2014, PAL acquired the remaining 50% ownership interest in a yarn manufacturer based in Mexico (“Summit”) in which PAL was historically a 50% member. The acquisition increases PAL’s regional manufacturing capacity and expands its product offerings and customer base. PAL accounted for the transaction as a business combination under the acquisition method, recognizing the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The Company and PAL concluded that the acquisition did not represent a material business combination. PAL recognized a bargain purchase gain of $4,430 and recorded acquired net assets of $23,644.

On February 27, 2015, PAL purchased two manufacturing facilities, plus inventory, for approximately $13,000 cash, and entered into a yarn supply agreement with the seller. PAL has accounted for the transaction as a business combination under the acquisition method, recognizing the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The Company and PAL concluded that the acquisition did not represent a material business combination. PAL recognized a bargain purchase gain of $9,381.

U.N.F. Industries, Ltd.

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

UNF America, LLC

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

In conjunction with the formation of UNFA, the Company entered into a supply agreement with UNF and UNFA whereby the Company agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNFA. The agreement has no stated minimum purchase quantities and pricing is negotiated every six months, based on market rates. As of June 26, 2016, the Company’s open purchase orders related to this agreement were $3,086.

The Company’s raw material purchases under this supply agreement consist of the following:

	For the Fiscal Year Ended
	June 26, 2016		June 28, 2015		June 29, 2014
UNF	$	2,828	$	3,676	$	9,582
UNFA		24,319		29,922		24,223
Total	$	27,147	$	33,598	$	33,805

As of June 26, 2016 and June 28, 2015, the Company had combined accounts payable due to UNF and UNFA of $3,231 and $4,038, respectively.

The Company has determined that UNF and UNFA are variable interest entities (“VIEs”) and has also determined that the Company is the primary beneficiary of these entities, based on the terms of the supply agreement. As a result, these entities should be consolidated in the Company’s financial results. As the Company purchases substantially all of the output from the two entities, the two entities’ balance sheets constitute 3% or less of the Company’s total assets and total liabilities, and such balances are not expected to comprise a larger portion in the future, the Company has not included the accounts of UNF and UNFA in its consolidated financial statements. As of June 26, 2016, the Company’s combined investments in UNF and UNFA were $3,944 and are shown within investments in unconsolidated affiliates in the consolidated balance sheets. The financial results of UNF and UNFA are included in the Company’s financial statements with a one month lag, using the equity method of accounting and with intercompany profits eliminated in accordance with the Company’s accounting policy. Other than the supply agreement discussed above, the Company does not provide any other commitments or guarantees related to either UNF or UNFA.

Condensed balance sheet and income statement information for the Company’s unconsolidated affiliates is presented in the following tables. As PAL is defined as significant, its information is separately disclosed. For the Company’s fiscal 2016 and 2015, PAL’s corresponding fiscal periods consisted of 52 weeks and 53 weeks, respectively.

	As of June 26, 2016
	PAL		Other		Total
Current assets	$	244,197	$	12,781	$	256,978
Noncurrent assets		203,251		1,069		204,320
Current liabilities		56,921		4,048		60,969
Noncurrent liabilities		3,057		—		3,057
Shareholders’ equity and capital accounts		387,470		9,802		397,272

The Company’s portion of undistributed earnings		44,414		1,609		46,023

	As of June 28, 2015
	PAL		Other		Total
Current assets	$	250,699	$	9,273	$	259,972
Noncurrent assets		216,708		3,676		220,384
Current liabilities		61,243		4,985		66,228
Noncurrent liabilities		28,935		—		28,935
Shareholders’ equity and capital accounts		377,229		7,964		385,193

	For the Fiscal Year Ended June 26, 2016
	PAL		Other		Total
Net sales	$	824,248	$	29,463	$	853,711
Gross profit		32,626		7,651		40,277
Income from operations		15,143		5,772		20,915
Net income		17,670		5,838		23,508
Depreciation and amortization		41,282		150		41,432

Cash received by PAL under cotton rebate program		17,057		—		17,057
Earnings recognized by PAL for cotton rebate program		16,080		—		16,080

Distributions received		1,732		3,000		4,732

	For the Fiscal Year Ended June 28, 2015
	PAL		Other		Total
Net sales	$	828,502	$	33,496	$	861,998
Gross profit		53,042		5,480		58,522
Income from operations		34,873		3,861		38,734
Net income		50,991		4,140		55,131
Depreciation and amortization		33,065		117		33,182

Cash received by PAL under cotton rebate program		18,087		—		18,087
Earnings recognized by PAL for cotton rebate program		17,398		—		17,398

Distributions received		2,468		1,250		3,718

	For the Fiscal Year Ended June 29, 2014
	PAL		Other		Total
Net sales	$	841,542	$	34,717	$	876,259
Gross profit		63,645		3,921		67,566
Income from operations		48,857		2,259		51,116
Net income		52,283		2,529		54,812
Depreciation and amortization		26,222		101		26,323

Cash received by PAL under cotton rebate program		16,909		—		16,909
Earnings recognized by PAL for cotton rebate program		23,509		—		23,509

Distributions received		11,314		1,900		13,214

As of the end of PAL’s fiscal June 2016, June 2015 and June 2014 periods, PAL’s amounts of deferred revenues related to the cotton rebate program were $0 for all periods.