ufi-10q_20181230.htm

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of February 4, 2019, there were 18,385,553 shares of the registrant’s common stock, par value $0.10 per share, outstanding.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to our plans, objectives, estimates and goals. Statements expressing expectations regarding our future, or projections or estimates relating to products, sales, revenues, expenditures, costs, strategies, initiatives or earnings, are typical of such statements and are made under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs, assumptions and expectations about our future performance, considering the information currently available to management. The words “believe,” “may,” “could,” “will,” “should,” “would,” “anticipate,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek,” “strive” and words of similar import, or the negative of such words, identify or signal the presence of forward-looking statements. These statements are not statements of historical fact; they involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition that we express or imply in any forward-looking statement. Factors that could contribute to such differences include, but are not limited to:

All such factors are difficult to predict, contain uncertainties that may materially affect actual results and may be beyond our control. New factors emerge from time to time, and it is not possible for management to predict all such factors or to assess the impact of each such factor on the Company. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, except as may be required by federal securities law.

In light of all the above considerations, we reiterate that forward-looking statements are not guarantees of future performance, and we caution you not to rely on them as such.

	December 30, 2018			June 24, 2018
ASSETS
Cash and cash equivalents	$	26,653		$	44,890
Receivables, net		79,294			86,273
Inventories		134,642			126,311
Income taxes receivable		9,291			10,291
Other current assets		18,120			6,529
Total current assets		268,000			274,294
Property, plant and equipment, net		205,053			205,516
Deferred income taxes		3,166			3,288
Investments in unconsolidated affiliates		113,618			112,639
Other non-current assets		4,546			6,070
Total assets	$	594,383		$	601,807

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable	$	43,527		$	48,970
Accrued expenses		12,463			17,720
Income taxes payable		1,818			1,317
Current portion of long-term debt		13,982			16,996
Total current liabilities		71,790			85,003
Long-term debt		116,078			113,553
Other long-term liabilities		5,457			5,337
Income tax payable		—			470
Deferred income taxes		7,131			7,663
Total liabilities		200,456			212,026

Commitments and contingencies

Common stock, $0.10 par value (500,000,000 shares authorized; 18,382,797 and 18,352,824 shares issued and outstanding as of December 30, 2018 and June 24, 2018, respectively)		1,838			1,835
Capital in excess of par value		59,619			56,726
Retained earnings		375,195			371,753
Accumulated other comprehensive loss		(42,725	)		(40,533	)
Total shareholders’ equity		393,927			389,781
Total liabilities and shareholders’ equity	$	594,383		$	601,807

	For the Three Months Ended						For the Six Months Ended
	December 30, 2018			December 24, 2017			December 30, 2018			December 24, 2017
Net sales	$	167,711		$	167,478		$	349,322		$	331,720
Cost of sales		153,555			144,802			315,147			285,752
Gross profit		14,156			22,676			34,175			45,968
Selling, general and administrative expenses		14,822			14,626			29,233			27,489
Provision (benefit) for bad debts		32			(72	)		163			(131	)
Other operating expense (income), net		99			348			(141	)		663
Operating (loss) income		(797	)		7,774			4,920			17,947
Interest income		(152	)		(181	)		(299	)		(262	)
Interest expense		1,355			1,190			2,822			2,375
Loss on extinguishment of debt		131			—			131			—
Equity in earnings of unconsolidated affiliates		(1,014	)		(211	)		(1,253	)		(3,298	)
(Loss) income before income taxes		(1,117	)		6,976			3,519			19,132
(Benefit) provision for income taxes		(2,288	)		(4,826	)		536			(1,630	)
Net income	$	1,171		$	11,802		$	2,983		$	20,762

Net income per common share:
Basic	$	0.06		$	0.65		$	0.16		$	1.14
Diluted	$	0.06		$	0.63		$	0.16		$	1.12

	For the Three Months Ended						For the Six Months Ended
	December 30, 2018			December 24, 2017			December 30, 2018			December 24, 2017
Net income	$	1,171		$	11,802		$	2,983		$	20,762
Other comprehensive income (loss):
Foreign currency translation adjustments		1,986			(2,341	)		(1,509	)		524
Foreign currency translation adjustments for an unconsolidated affiliate		(303	)		(487	)		42			(593	)
Changes in interest rate swaps, net of tax of $219, $0, $219 and $0, respectively		(953	)		1,077			(725	)		1,492
Other comprehensive income (loss), net		730			(1,751	)		(2,192	)		1,423
Comprehensive income	$	1,901		$	10,051		$	791		$	22,185

	For the Six Months Ended
	December 30, 2018			December 24, 2017
Cash and cash equivalents at beginning of year	$	44,890		$	35,425
Operating activities:
Net income		2,983			20,762
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in earnings of unconsolidated affiliates		(1,253	)		(3,298	)
Distributions received from unconsolidated affiliates		630			8,678
Depreciation and amortization expense		11,652			11,135
Non-cash compensation expense		3,039			3,569
Deferred income taxes		(332	)		(6,282	)
Other, net		(269	)		(206	)
Changes in assets and liabilities:
Receivables, net		6,504			267
Inventories		(17,139	)		(4,556	)
Other current assets		(3,163	)		(210	)
Accounts payable and accrued expenses		(8,263	)		(8,796	)
Income taxes		1,088			(945	)
Other, net		548			271
Net cash (used in) provided by operating activities		(3,975	)		20,389

Investing activities:
Capital expenditures		(12,342	)		(11,360	)
Other, net		(20	)		15
Net cash used in investing activities		(12,362	)		(11,345	)

Financing activities:
Proceeds from ABL Revolver		53,500			59,200
Payments on ABL Revolver		(65,100	)		(46,600	)
Proceeds from ABL Term Loan		20,000			—
Payments on ABL Term Loan		(5,000	)		(5,000	)
Payments on capital lease obligations		(3,583	)		(3,528	)
Proceeds from stock option exercises		244			219
Payments of debt financing fees		(665	)		—
Other		(690	)		(328	)
Net cash (used in) provided by financing activities		(1,294	)		3,963

Effect of exchange rate changes on cash and cash equivalents		(606	)		183
Net (decrease) increase in cash and cash equivalents		(18,237	)		13,190
Cash and cash equivalents at end of period	$	26,653		$	48,615

Unifi, Inc., a New York corporation formed in 1969 (together with its subsidiaries, “UNIFI,” the “Company,” “we,” “us” or “our”), is a multi-national company that manufactures and sells innovative recycled and synthetic products made from polyester and nylon primarily to other yarn manufacturers and knitters and weavers (UNIFI’s direct customers) that produce yarn and/or fabric for the apparel, hosiery, home furnishings, automotive, industrial and other end-use markets (UNIFI’s indirect customers). We refer to these indirect customers as “brand partners.” Polyester yarns include partially oriented yarn (“POY”), textured, solution and package dyed, twisted, beamed and draw wound yarns, and each is available in virgin or recycled varieties. Recycled solutions, made from both pre-consumer and post-consumer waste, include plastic bottle flake (“Flake”) and polyester polymer beads (“Chip”). Nylon yarns include virgin or recycled textured, solution dyed and spandex covered yarns.

UNIFI maintains one of the textile industry’s most comprehensive product offerings that include a range of specialized, premium value-added (“PVA”) and commodity solutions, with principal geographic markets in the Americas and Asia.

UNIFI has direct manufacturing operations in four countries and participates in joint ventures in Israel and the United States, the most significant of which is a 34% non-controlling partnership interest in Parkdale America, LLC (“PAL”), a significant unconsolidated affiliate that produces cotton and synthetic yarns for sale to the global textile industry and apparel market.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. As contemplated by the instructions of the Securities and Exchange Commission (the “SEC”) to Form 10-Q, the following notes have been condensed and, therefore, do not contain all disclosures required in connection with annual financial statements. Reference should be made to UNIFI’s year-end audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the fiscal year ended June 24, 2018 (the “2018 Form 10-K”).

The financial information included in this report has been prepared by UNIFI, without audit. In the opinion of management, all adjustments, which consist of normal, recurring adjustments, considered necessary for a fair statement of the results for interim periods have been included. Nevertheless, the results shown for interim periods are not necessarily indicative of results to be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the amounts reported and certain financial statement disclosures. Actual results may vary from these estimates.

All amounts, except per share amounts, are presented in thousands (000s), except as otherwise noted.

The fiscal quarter for Unifi, Inc. and its subsidiary in El Salvador ended on December 30, 2018, the last Sunday in December. The fiscal quarter for Unifi, Inc.’s Brazilian, Chinese, Colombian and Sri Lankan subsidiaries ended on December 31, 2018. There were no significant transactions or events that occurred between Unifi, Inc.’s fiscal quarter end and such wholly owned subsidiaries’ subsequent fiscal quarter end. The three-month periods ended December 30, 2018 and December 24, 2017 consisted of 13 fiscal weeks. The six-month periods ended December 30, 2018 and December 24, 2017 consisted of 27 and 26 fiscal weeks, respectively.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The new guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. While UNIFI has not yet determined the full effect of the new guidance on its ongoing financial reporting, as of June 24, 2018, UNIFI had approximately $5,800 of future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year). The new lease guidance is effective for UNIFI’s fiscal 2020, and early adoption is permitted.

Under the guidance in the SEC Staff Announcement on July 20, 2017 relating to the transition to ASU No. 2016-02, due to its status as a significant subsidiary of Unifi, Inc., PAL expects to adopt the new lease guidance in its fiscal 2020. PAL is currently evaluating the impact of the new lease guidance.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Subsequent ASUs were issued to provide clarity and defer the effective date of the new guidance. The new revenue recognition guidance (the “New Revenue Recognition Guidance”) eliminated the transaction- and industry-specific revenue recognition guidance under previous GAAP and replaced it with a principles-based approach.

Upon adoption in fiscal 2019, UNIFI determined that the impact of the New Revenue Recognition Guidance is immaterial. Accordingly, UNIFI utilized the modified retrospective method of adoption and recorded the impact of open contracts as of June 24, 2018 as an adjustment to the opening balance of fiscal 2019 retained earnings, and prior period balances are not adjusted. Details of the fiscal 2019 adjustment follow. See Note 4, “Revenue Recognition,” for further detail regarding adoption and additional disclosures.

Under the guidance in the SEC Staff Announcement on July 20, 2017 relating to the transition to ASU No. 2014-09, due to its status as a significant subsidiary of Unifi, Inc., PAL expects to adopt the New Revenue Recognition Guidance in its fiscal 2019. PAL is currently evaluating the impact of the New Revenue Recognition Guidance.

Based on UNIFI’s review of ASUs issued since the filing of the 2018 Form 10-K, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on UNIFI’s consolidated financial statements.

In fiscal 2019, UNIFI adopted the New Revenue Recognition Guidance. Details surrounding the impact of adoption and the additional disclosures follow.

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which primarily occurs at a point in time, upon either shipment or delivery to the customer. Revenue is also recognized over time for certain contracts in which the associated inventory produced has no alternative use and for which enforceable right to payment exists, or the associated services are rendered. Revenue is measured as the amount of consideration UNIFI expects to receive in exchange for completing its performance obligations (i.e., transferring goods or providing services), which includes estimates for variable consideration. Variable consideration includes volume-based incentives and product claims, which are offered within certain contracts between UNIFI and its customers. Sales taxes and value added taxes assessed by governmental entities are excluded from the measurement of consideration expected to be received. Shipping and handling costs incurred after a customer has taken possession of our goods are treated as a fulfillment cost and are not considered a separate performance obligation.

Third-party textile manufacturer revenue is primarily generated through sales to direct customers. Such sales represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts. Each of UNIFI’s reportable segments derives revenue from sales to third-party textile manufacturers.

Service revenue is primarily generated, as services are rendered, through fulfillment of toll manufacturing of textile products or transportation services governed by written agreements. Such toll manufacturing and transportation services represent satisfaction of UNIFI’s performance obligations required by the associated revenue contracts. The Polyester Segment derives service revenue for toll manufacturing, and the All Other category derives service revenue for transportation services.

Volume-based incentives involve rebates or refunds of cash that are redeemable if the customer satisfies certain order volume thresholds during a defined time period. Under these incentive programs, UNIFI estimates the anticipated rebate to be paid and allocates a portion of the estimated cost of the rebate to each underlying sales transaction with the customer.

UNIFI generally offers customers claims support or remuneration for defective products. UNIFI estimates the amount of its product sales that may be claimed as defective by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized.

For all variable consideration, where appropriate, UNIFI estimates the amount using the expected value, which takes into consideration historical experience, current contractual requirements, specific known market events and forecasted customer buying and payment patterns. Overall, these reserves reflect UNIFI’s best estimates of the amount of consideration to which the customer is entitled based on the terms of the contracts.

The following table summarizes the impact of the adoption of the New Revenue Recognition Guidance on UNIFI's applicable financial statement line items for the six months ended December 30, 2018. Any impact to other financial statement line items is insignificant and excluded from the below.

Financial Statement Line Item	Treatment under previous Revenue Recognition Guidance		Adjustments in connection with New Revenue Recognition Guidance			As reported under New Revenue Recognition Guidance
Revenue	$	347,311	$	2,011		$	349,322
Cost of sales	$	313,115	$	2,032		$	315,147
Gross profit (loss)	$	34,196	$	(21	)	$	34,175
Inventory	$	144,619	$	(9,977	)	$	134,642
Contract assets	$	—	$	10,537		$	10,537

Contract assets represents the estimated revenue attributable to UNIFI in connection with completed performance obligations under contracts with customers for which revenue is recognized over time. The contract assets are classified to receivables when the right to payment becomes unconditional. The $10,537 change in the contract assets balance from June 24, 2018 to December 30, 2018 represents the routine recognition of satisfied performance obligations, in connection with adoption of and treatment under the New Revenue Recognition Guidance.

There have been no material changes in UNIFI’s allowance for uncollectible accounts or reserves for yarn quality claims since June 24, 2018.

In connection with UNIFI’s utilization of the modified retrospective method of adopting the New Revenue Recognition Guidance, prior period balances are not adjusted to reflect the impact that the New Revenue Recognition Guidance would have had on prior periods. See Note 4, “Revenue Recognition,” for further detail regarding the impact of the New Revenue Recognition Guidance to fiscal 2019.

Vendor deposits primarily relates to down payments made toward the purchase of inventory. Prepaid expenses consists of advance payments for insurance, professional fees, membership dues, subscriptions, marketing and information technology services. Value-added taxes receivable relates to recoverable taxes associated with the sales and purchase activities of UNIFI’s foreign operations.

	December 30, 2018			June 24, 2018
Land	$	2,852		$	2,860
Land improvements		15,173			15,118
Buildings and improvements		159,089			157,354
Assets under capital leases		34,302			34,568
Machinery and equipment		596,012			589,237
Computers, software and office equipment		20,418			19,723
Transportation equipment		4,984			5,029
Construction in progress		8,656			8,651
Gross PP&E		841,486			832,540
Less: accumulated depreciation		(628,009	)		(619,654	)
Less: accumulated amortization – capital leases		(8,424	)		(7,370	)
Total PP&E, net	$	205,053		$	205,516

Other consists primarily of accruals for utilities, property taxes, employee-related claims and payments, interest, marketing expenses, freight expenses, rent, other non-income related taxes and deferred revenue.

The following table presents the total balances outstanding for UNIFI’s debt obligations, their scheduled maturity dates and the weighted average interest rates for borrowings as well as the applicable current portion of long-term debt:

		Weighted Average
	Scheduled	Interest Rate as of	Principal Amounts as of
	Maturity Date	December 30, 2018	December 30, 2018			June 24, 2018
ABL Revolver	December 2023	4.3%	$	16,500		$	28,100
ABL Term Loan ⁽¹⁾	December 2023	3.8%		100,000			85,000
Capital lease obligations	(2)	3.8%		14,604			18,107
Total debt				131,104			131,207
Current portion of capital lease obligations				(6,482	)		(6,996	)
Current portion of other long-term debt				(7,500	)		(10,000	)
Unamortized debt issuance costs				(1,044	)		(658	)
Total long-term debt			$	116,078		$	113,553

On December 18, 2018, Unifi, Inc. and certain of its subsidiaries entered into a Third Amendment to Amended and Restated Credit Agreement and Second Amendment to Amended and Restated Guaranty and Security Agreement (the “2018 Amendment”). The 2018 Amendment amended the Amended and Restated Credit Agreement, dated as of March 26, 2015, among Unifi, Inc. and a syndicate of lenders, as previously amended (as further amended by the 2018 Amendment, the “Credit Agreement”). The Credit Agreement provides for a $200,000 senior secured credit facility (the “ABL Facility”), including a $100,000 revolving credit facility (the “ABL Revolver”) and a term loan that can be reset up to a maximum amount of $100,000, once per fiscal year, if certain conditions are met (the “ABL Term Loan”). The ABL Facility has a maturity date of December 18, 2023.

The 2018 Amendment made the following changes to the Credit Agreement, among others: (i) extended the Maturity Date from March 26, 2020 to December 18, 2023, and (ii) decreased the Applicable Margin pricing structure for Base Rate Loans and LIBOR Rate Loans by 25 basis points. In addition, in connection with the 2018 Amendment, the principal amount of the Term Loan was reset from $80,000 to $100,000. Net proceeds from this Term Loan reset were used to pay down the amount outstanding on the ABL Revolver.

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the remainder of fiscal 2019, the following four fiscal years and thereafter:

	Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022		Fiscal 2023		Thereafter
ABL Revolver	$	—	$	—	$	—	$	—	$	—	$	16,500
ABL Term Loan		2,500		10,000		10,000		10,000		10,000		57,500
Capital lease obligations		3,442		5,559		2,634		2,417		91		461
Total	$	5,942	$	15,559	$	12,634	$	12,417	$	10,091	$	74,461

Other primarily includes certain retiree and post-employment medical and disability liabilities, deferred revenue and deferred energy incentive credits.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation H.R. 1, formerly known as the Tax Cuts and Jobs Act. H.R. 1 includes significant changes to existing tax law, including a permanent reduction to the U.S. federal corporate income tax rate from 35% to 21%, full expensing for investments in new and used qualified property, additional limitations on the deduction of compensation paid to specified executive officers, and the transition of the U.S. international tax system from a worldwide tax to a territorial tax system. As a fiscal-year taxpayer, certain provisions of H.R. 1 impacted UNIFI in fiscal 2018, including the change in the U.S. federal corporate income tax rate and the one-time transition tax (“toll charge”), while other provisions became effective for UNIFI at the beginning of fiscal 2019.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of GAAP in situations where a registrant does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of H.R. 1. SAB 118 provides that when reasonable estimates can be made, the provisional accounting should be based on such estimates, and when reasonable estimates cannot be made, the provisional accounting may be based on the law in effect before H.R. 1. UNIFI has applied the guidance in SAB 118 when accounting for the enactment-date effects of H.R. 1. Accordingly, in fiscal 2018 UNIFI re-measured U.S. deferred tax assets and liabilities based on the income tax rates at which the deferred tax assets and liabilities are expected to reverse in the future, resulting in $4,297 of tax benefit for the year ended June 24, 2018. UNIFI also recorded $3,901 of tax expense related to the toll charge, net of foreign tax credits. For a description of the impact of H.R. 1 for the year ended June 24, 2018, reference is made to Note 14, “Income Taxes,” in UNIFI’s 2018 Annual Report on Form 10-K.

The SAB 118 measurement period for UNIFI ended on December 22, 2018. UNIFI did not make any final measurement period adjustments to the tax benefit recorded in the year ended June 24, 2018 to re-measure U.S. deferred tax assets and liabilities. During the three months ended December 30, 2018, UNIFI recorded a final measurement period adjustment of $(1,734) to decrease the amount of the toll charge, net of foreign tax credits, from

$3,901 to $2,167, a rate impact of 155.2%. Although UNIFI no longer considers these amounts to be provisional, the income tax effects of H.R. 1 may change following future legislation or further interpretation of H.R. 1 based on the publication of guidance from the U.S. Internal Revenue Service (the “IRS”) and state tax authorities.

The Global Intangible Low-Taxed Income (“GILTI”) provisions included in H.R. 1 require that certain income earned by foreign subsidiaries must be currently included in the gross income of the U.S. shareholder. These provisions are effective for UNIFI in fiscal 2019. The GILTI provisions are complex and subject to continuing regulatory interpretation by the IRS. UNIFI is required to make an accounting policy election to either treat taxes resulting from GILTI as a current-period expense when they are incurred or factor such amounts into the measurement of deferred taxes. UNIFI has elected to recognize GILTI as a current-period expense. Under this policy, UNIFI has not provided deferred taxes related to temporary differences that, upon their reversal, will affect the amount of income subject to GILTI in the period.

UNIFI’s provision for income taxes for the six months ended December 30, 2018 and December 24, 2017 has been calculated by applying an estimate of the annual effective tax rate for the full fiscal year to year-to-date income or loss. Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

The effective tax rate for the three months ended December 30, 2018 was higher than the U.S. federal statutory rate primarily due to the benefits of tax credits related to prior years which exceed the loss before income taxes. These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions enacted in H.R. 1, and non-deductible executive compensation.

The effective tax rate for the six months ended December 30, 2018 was lower than the U.S. federal statutory rate primarily due to the benefits of tax credits related to prior years. These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions enacted in H.R. 1, and non-deductible executive compensation.

The effective tax rate for the three and six months ended December 24, 2017 was lower than the U.S. federal statutory rate primarily due to the one-time tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate, the release of a valuation allowance on certain historical net operating losses (“NOLs”), and foreign income being taxed at lower rates. These benefits were partially offset by a provisional amount for the toll charge, net of foreign tax credits, and losses in tax jurisdictions for which no tax benefit could be recognized.

UNIFI regularly assesses the outcomes of both completed and ongoing examinations to ensure that its provision for income taxes is sufficient. Certain returns that remain open to examination have utilized carryforward tax attributes generated in prior tax years, including NOLs, which could potentially be revised upon examination.

UNIFI regularly assesses whether it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. UNIFI considers the scheduled reversal of taxable temporary differences, taxable income in carryback years, projected future taxable income and tax planning strategies in making this assessment. Since UNIFI operates in multiple jurisdictions, the assessment is made on a jurisdiction-by-jurisdiction basis, taking into account the effects of local tax law.

	December 30, 2018			June 24, 2018
Investment in a former domestic unconsolidated affiliate	$	(3,942	)	$	(3,942	)
Equity-method investment in PAL		(1,470	)		(1,580	)
Certain losses carried forward ⁽¹⁾		(1,562	)		(1,562	)
State NOLs		(166	)		(169	)
Other foreign NOLs		(1,903	)		(2,460	)
Foreign tax credits		(13,713	)		(5,430	)
Total deferred tax valuation allowance	$	(22,756	)	$	(15,143	)

	Shares		Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at September 30, 2018		18,380	$	1,838	$	57,706	$	374,024	$	(43,455	)	$	390,113
Conversion of restricted stock units		3		—		—		—		—			—
Stock-based compensation		—		—		1,913		—		—			1,913
Other comprehensive income, net of tax		—		—		—		—		730			730
Net income		—		—		—		1,171		—			1,171
Balance at December 30, 2018		18,383	$	1,838	$	59,619	$	375,195	$	(42,725	)	$	393,927

	Shares			Common Stock		Capital in Excess of Par Value			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at June 24, 2018		18,353		$	1,835	$	56,726		$	371,753	$	(40,533	)	$	389,781
Options exercised		16			2		242			—		—			244
Conversion of restricted stock units		17			1		(1	)		—		—			—
Stock-based compensation		1			—		2,785			—		—			2,785
Common stock withheld in satisfaction of tax withholding obligations under net share settle transactions		(4	)		—		(133	)		—		—			(133	)
Other comprehensive loss, net of tax		—			—		—			—		(2,192	)		(2,192	)
Adoption of the New Revenue Recognition Guidance		—			—		—			459		—			459
Net income		—			—		—			2,983		—			2,983
Balance at December 30, 2018		18,383		$	1,838	$	59,619		$	375,195	$	(42,725	)	$	393,927

	Shares		Common Stock		Capital in Excess of Par Value			Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at September 24, 2017		18,261	$	1,826	$	53,104		$	348,900	$	(29,706	)	$	374,124
Options exercised		23		3		(3	)		—		—			—
Conversion of restricted stock units		3		—		—			—		—			—
Stock-based compensation		4		—		2,114			—		—			2,114
Other comprehensive loss, net of tax		—		—		—			—		(1,751	)		(1,751	)
Net income		—		—		—			11,802		—			11,802
Balance at December 24, 2017		18,291	$	1,829	$	55,215		$	360,702	$	(31,457	)	$	386,289

	Shares		Common Stock		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at June 25, 2017		18,230	$	1,823	$	51,923	$	339,940	$	(32,880	)	$	360,806
Options exercised		54		6		213		—		—			219
Conversion of restricted stock units		3		—		—		—		—			—
Stock-based compensation		4		—		3,079		—		—			3,079
Other comprehensive income, net of tax		—		—		—		—		1,423			1,423
Net income		—		—		—		20,762		—			20,762
Balance at December 24, 2017		18,291	$	1,829	$	55,215	$	360,702	$	(31,457	)	$	386,289

No dividends were paid during the six months ended December 30, 2018 or in the two most recently completed fiscal years.

On April 23, 2014, UNIFI announced that its Board of Directors (the “Board”) had approved a stock repurchase program (the “2014 SRP”) under which UNIFI was authorized to acquire up to $50,000 of its common stock. UNIFI made no repurchases of its shares of common stock during the six months

ended December 30, 2018. Through October 31, 2018 (the date the 2014 SRP was terminated, as discussed below), UNIFI had repurchased a total of 806 shares, at an average price of $27.79 (for a total of $22,409, inclusive of commission costs) pursuant to the 2014 SRP.

On October 31, 2018, UNIFI announced that the Board had terminated the 2014 SRP and approved a new stock repurchase program (the “2018 SRP”) under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases will be made from time to time in the open market at prevailing market prices, through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date.

As of December 30, 2018, $50,000 remained available for repurchase under the 2018 SRP.

On October 23, 2013, UNIFI’s shareholders approved the Unifi, Inc. 2013 Incentive Compensation Plan (the “2013 Plan”). The 2013 Plan replaced the 2008 Unifi, Inc. Long-Term Incentive Plan (the “2008 LTIP”). No additional awards can be granted under the 2008 LTIP; however, prior awards outstanding under the 2008 LTIP remain subject to that plan’s provisions. The 2013 Plan authorized the issuance of 1,000 shares of common stock, subject to certain increases in the event outstanding awards under the 2008 LTIP expire, are forfeited or otherwise terminate unexercised.

The 2013 Plan expired in accordance with its terms on October 24, 2018, and the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Amended 2013 Plan”) became effective on that same day, upon approval by shareholders at UNIFI’s annual meeting of shareholders held on October 31, 2018. The Amended 2013 Plan increased the number of shares available for future issuance pursuant to awards granted under the Amended 2013 Plan to 1,250 and removed provisions no longer applicable due to the recent changes to Section 162(m) of the Internal Revenue Code of 1986, as amended. The material terms and provisions of the Amended 2013 Plan are otherwise similar to those of the 2013 Plan.

The following table provides information as of December 30, 2018 with respect to the number of securities remaining available for future issuance under the Amended 2013 Plan:

During the six months ended December 30, 2018 and December 24, 2017, UNIFI granted stock options to purchase 188 and 54 shares of common stock, respectively.

During the six months ended December 30, 2018 and December 24, 2017, UNIFI granted 69 and 90 restricted stock units, respectively.

During the six months ended December 30, 2018 and December 24, 2017, UNIFI granted 47 and 0 vested share units, respectively.

15. Fair Value of Financial Instruments and Non-Financial Assets and Liabilities

UNIFI may use derivative financial instruments such as foreign currency forward contracts or interest rate swaps to reduce its ongoing business exposures to fluctuations in foreign currency exchange rates or interest rates. UNIFI does not enter into derivative contracts for speculative purposes. The following table presents details regarding UNIFI’s hedging activities:

	For the Three Months Ended						For the Six Months Ended
	December 30, 2018			December 24, 2017			December 30, 2018			December 24, 2017
Interest expense	$	1,355		$	1,190		$	2,822		$	2,375
Decrease (increase) in fair value of interest rate swaps		1,173			(1,077	)		944			(1,492	)
Impact of interest rate swaps on interest expense		(71	)		123			(106	)		254

For the six months ended December 30, 2018 and December 24, 2017, there were no significant changes to UNIFI’s assets and liabilities measured at fair value, and there were no transfers into or out of the levels of the fair value hierarchy.

UNIFI believes that there have been no significant changes to its credit risk profile or the interest rates available to UNIFI for debt issuances with similar terms and average maturities, and UNIFI estimates that the fair values of its debt obligations approximate the carrying amounts. Other financial instruments include cash and cash equivalents, receivables, accounts payable and accrued expenses. The financial statement carrying amounts of these items approximate the fair value due to their short-term nature.

The components of and the changes in accumulated other comprehensive loss, net of tax, as applicable, consist of the following:

A summary of the after-tax effects of the components of other comprehensive (loss) income, net for the three-month and six-month periods ended December 30, 2018 and December 24, 2017 is included in the accompanying condensed consolidated statements of comprehensive (loss) income.

The components of the calculation of earnings per share (“EPS”) are as follows:

	For the Three Months Ended				For the Six Months Ended
	December 30, 2018		December 24, 2017		December 30, 2018		December 24, 2017
Net income	$	1,171	$	11,802	$	2,983	$	20,762
Basic weighted average shares		18,382		18,273		18,374		18,260
Net potential common share equivalents – stock options and restricted stock units		323		378		327		338
Diluted weighted average shares		18,705		18,651		18,701		18,598
Excluded from diluted weighted average shares:
Anti-dilutive common share equivalents		498		60		500		290

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

UNIFI currently maintains investments in three entities classified as unconsolidated affiliates: PAL; U.N.F. Industries, Ltd. (“UNF”); and UNF America LLC (“UNFA”). As of December 30, 2018, UNIFI’s investment in PAL was $110,922 and UNIFI’s combined investments in UNF and UNFA were $2,696, each of which is reflected within investments in unconsolidated affiliates in the accompanying condensed consolidated balance sheets.

PAL is a limited liability company treated as a partnership for income tax reporting purposes. UNIFI accounts for its investment in PAL using the equity method of accounting. 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. The derivative instruments used are listed and traded on an exchange and are valued using quoted prices classified within Level 1 of the fair value hierarchy. As of December 30, 2018, PAL had no futures contracts designated as cash flow hedges.

The reconciliation between UNIFI’s share of the underlying equity of PAL and its investment is as follows:

Raw material and production services for UNF are provided by Nilit Ltd. under separate supply and services agreements. UNF’s fiscal year end is December 31, and it is a registered Israeli private company located in Migdal Ha-Emek, Israel.

Raw material and production services for UNFA are provided by Nilit America Inc. under separate supply and services agreements. UNFA’s fiscal year end is December 31, and it is a limited liability company treated as a partnership for income tax reporting purposes located in Ridgeway, Virginia.

In conjunction with the formation of UNFA, UNIFI entered into a supply agreement with UNF and UNFA whereby UNIFI agreed to purchase all of its first quality nylon POY requirements for texturing (subject to certain exceptions) from either UNF or UNFA. The agreement has no stated minimum purchase quantities and pricing is negotiated every six months, based on market rates. As of December 30, 2018, UNIFI’s open purchase orders related to this agreement were $9,660.

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

As of December 30, 2018 and June 24, 2018, UNIFI had combined accounts payable due to UNF and UNFA of $3,264 and $2,301, respectively.

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

Condensed balance sheet and income statement information for UNIFI’s unconsolidated affiliates (including reciprocal balances) is presented in the tables below. PAL is defined as significant and its information is separately disclosed. PAL does not meet the criteria for segment reporting.

	As of December 30, 2018						As of June 24, 2018
	PAL		Other		Total		PAL		Other		Total
Current assets	$	298,674	$	9,000	$	307,674	$	289,683	$	7,598	$	297,281
Noncurrent assets		156,468		780		157,248		162,242		875		163,117
Current liabilities		72,544		4,388		76,932		71,026		3,722		74,748
Noncurrent liabilities		3,153		—		3,153		3,389		—		3,389
Shareholders’ equity and capital accounts		379,445		5,392		384,837		377,510		4,751		382,261

UNIFI’s portion of undistributed earnings		42,044		1,357		43,401		41,429		887		42,316

	For the Three Months Ended December 30, 2018						For the Three Months Ended December 24, 2017
	PAL		Other		Total		PAL			Other		Total
Net sales	$	191,150	$	7,274	$	198,424	$	176,577		$	6,756	$	183,333
Gross profit		5,695		1,484		7,179		2,379			1,628		4,007
Income (loss) from operations		1,163		1,039		2,202		(1,922	)		1,185		(737	)
Net income (loss)		2,241		1,115		3,356		(1,398	)		1,198		(200	)
Depreciation and amortization		10,817		47		10,864		10,885			47		10,932

Cash received by PAL under cotton rebate program		3,402		—		3,402		4,701			—		4,701
Earnings recognized by PAL for cotton rebate program		3,035		—		3,035		3,191			—		3,191

Distributions received		126		—		126		—			1,500		1,500

	For the Six Months Ended December 30, 2018						For the Six Months Ended December 24, 2017
	PAL		Other		Total		PAL		Other		Total
Net sales	$	401,652	$	13,039	$	414,691	$	379,368	$	12,449	$	391,817
Gross profit		10,203		2,438		12,641		16,089		2,582		18,671
Income from operations		1,795		1,551		3,346		8,034		1,694		9,728
Net income		2,192		1,641		3,833		6,948		1,716		8,664
Depreciation and amortization		21,291		95		21,386		20,485		94		20,579

Cash received by PAL under cotton rebate program		5,720		—		5,720		6,942		—		6,942
Earnings recognized by PAL for cotton rebate program		6,249		—		6,249		6,446		—		6,446

Distributions received		130		500		630		7,178		1,500		8,678

While employees of UNIFI’s Brazilian operations are unionized, none of the labor force employed by UNIFI’s domestic or other foreign subsidiaries is currently covered by a collective bargaining agreement.

On September 30, 2004, UNIFI completed its acquisition of polyester filament manufacturing assets located in Kinston, North Carolina from Invista S.a.r.l. (“INVISTA”). The land for the Kinston site was leased pursuant to a 99-year ground lease (the “Ground Lease”) with E.I. DuPont de Nemours (“DuPont”). Since 1993, DuPont has been investigating and cleaning up the Kinston site under the supervision of the U.S. Environmental Protection Agency and the North Carolina Department of Environmental Quality (“DEQ”) pursuant to the Resource Conservation and Recovery Act Corrective Action program. The program requires DuPont to identify all potential areas of environmental concern (“AOCs”), assess the extent of containment at the identified AOCs and remediate the AOCs to comply with applicable regulatory standards. Effective March 20, 2008, UNIFI entered into a lease termination agreement associated with conveyance of certain assets at the Kinston site to DuPont. This agreement terminated the Ground Lease and relieved UNIFI of any future responsibility for environmental remediation, other than participation with DuPont, if so called upon, with regard to UNIFI’s period of operation of the Kinston site, which was from 2004 to 2008. At this time, UNIFI has no basis to determine if or when it will have any responsibility or obligation with respect to the AOCs or the extent of any potential liability for the same.

UNIFI continues to own property acquired in the 2004 transaction with INVISTA that has contamination from DuPont’s operations and is monitored by DEQ. This site has been remediated by DuPont, and DuPont has received authority from DEQ to discontinue further remediation, other than natural attenuation. Prior to transfer of responsibility to UNIFI, DuPont has a duty to monitor and report the environmental status of the site to DEQ. UNIFI expects to assume that responsibility by the end of its third quarter of fiscal 2019 and will be entitled to receive from DuPont seven years of monitoring and reporting costs, less certain adjustments. At that time, UNIFI expects to assume responsibility for any future remediation of the site. At this time, UNIFI has no basis to determine if or when it will have any obligation to perform further remediation or the potential cost thereof.

UNIFI routinely leases sales and administrative office space, warehousing and distribution centers, manufacturing space, transportation equipment, manufacturing equipment, and other information technology and office equipment from third parties.

UNIFI has assumed various financial obligations and commitments in the normal course of its operating and financing activities. Financial obligations are considered to represent known future cash payments that UNIFI is required to make under existing contractual arrangements, such as debt and lease agreements.

For details regarding the nature of certain related party relationships, see Note 24, “Related Party Transactions,” to the consolidated financial statements in the 2018 Form 10-K.

There were no related party receivables as of December 30, 2018 or June 24, 2018.

Related party transactions in excess of $120 for the current or prior two fiscal years consist of the following amounts for the periods presented:

UNIFI defines operating segments as components of the organization for which discrete financial information is available and operating results are evaluated on a regular basis by UNIFI’s Chief Executive Officer, who is the chief operating decision maker (the “CODM”), in order to assess performance and allocate resources. Characteristics of the organization which were relied upon in making the determination of reportable segments include the nature of the products sold, the organization’s internal structure, the trade policies in the geographic regions in which UNIFI operates, and the information that is regularly reviewed by the CODM for the purpose of assessing performance and allocating resources.

UNIFI’s operating segments are aggregated into three reportable segments (the Polyester Segment, the Nylon Segment and the International Segment) based on similarities between the operating segments’ economic characteristics, nature of products sold, type of customer, methods of distribution and regulatory environment.

In addition to UNIFI’s reportable segments, the selected financial information presented below includes an All Other category. All Other consists primarily of for-hire transportation services. For-hire transportation services revenue is derived from performing common carrier services utilizing UNIFI’s fleet of transportation equipment.

The operations within All Other (i) are not subject to review by the CODM at a level consistent with UNIFI’s other operations, (ii) are not regularly evaluated using the same metrics applied to UNIFI’s other operations and (iii) do not qualify for aggregation with an existing reportable segment. Therefore, such operations are excluded from reportable segments.

UNIFI evaluates the operating performance of its segments based upon Segment Profit, which represents segment gross profit plus segment depreciation expense. This measurement of segment profit best aligns segment reporting with the current assessments and evaluations performed by, and information provided to, the CODM.

The accounting policies for the segments are consistent with UNIFI’s accounting policies. Intersegment sales are omitted from the below financial information, as they are (i) insignificant to UNIFI’s segments and eliminated from consolidated reporting and (ii) excluded from segment evaluations performed by the CODM.

	For the Three Months Ended December 30, 2018
	Polyester		Nylon		International		All Other		Total
Net sales	$	85,789	$	22,647	$	58,237	$	1,038	$	167,711
Cost of sales		83,820		20,615		48,161		959		153,555
Gross profit		1,969		2,032		10,076		79		14,156
Segment depreciation expense		3,937		499		367		68		4,871
Segment Profit	$	5,906	$	2,531	$	10,443	$	147	$	19,027

	For the Three Months Ended December 24, 2017
	Polyester		Nylon		International		All Other		Total
Net sales	$	90,316	$	25,103	$	51,046	$	1,013	$	167,478
Cost of sales		81,740		22,027		40,072		963		144,802
Gross profit		8,576		3,076		10,974		50		22,676
Segment depreciation expense		3,973		552		397		64		4,986
Segment Profit	$	12,549	$	3,628	$	11,371	$	114	$	27,662

	For the Six Months Ended December 30, 2018
	Polyester		Nylon		International		All Other		Total
Net sales	$	185,920	$	50,596	$	110,590	$	2,216	$	349,322
Cost of sales		177,223		46,420		89,491		2,013		315,147
Gross profit		8,697		4,176		21,099		203		34,175
Segment depreciation expense		8,189		1,060		726		143		10,118
Segment Profit	$	16,886	$	5,236	$	21,825	$	346	$	44,293

	For the Six Months Ended December 24, 2017
	Polyester		Nylon		International		All Other		Total
Net sales	$	178,054	$	51,930	$	99,705	$	2,031	$	331,720
Cost of sales		160,565		45,540		77,733		1,914		285,752
Gross profit		17,489		6,390		21,972		117		45,968
Segment depreciation expense		7,840		1,089		813		129		9,871
Segment Profit	$	25,329	$	7,479	$	22,785	$	246	$	55,839

The reconciliations of segment gross profit to consolidated (loss) income before income taxes are as follows:

	For the Three Months Ended						For the Six Months Ended
	December 30, 2018			December 24, 2017			December 30, 2018			December 24, 2017
Polyester	$	1,969		$	8,576		$	8,697		$	17,489
Nylon		2,032			3,076			4,176			6,390
International		10,076			10,974			21,099			21,972
All Other		79			50			203			117
Segment gross profit		14,156			22,676			34,175			45,968
Selling, general and administrative expenses		14,822			14,626			29,233			27,489
Provision (benefit) for bad debts		32			(72	)		163			(131	)
Other operating expense (income), net		99			348			(141	)		663
Operating (loss) income		(797	)		7,774			4,920			17,947
Interest income		(152	)		(181	)		(299	)		(262	)
Interest expense		1,355			1,190			2,822			2,375
Loss on extinguishment of debt		131			—			131			—
Equity in earnings of unconsolidated affiliates		(1,014	)		(211	)		(1,253	)		(3,298	)
(Loss) income before income taxes	$	(1,117	)	$	6,976		$	3,519		$	19,132

The reconciliations of segment total assets to consolidated total assets are as follows:

	December 30, 2018		June 24, 2018
Polyester	$	283,249	$	284,261
Nylon		61,517		57,378
International		96,648		95,006
Segment total assets		441,414		436,645
Other current assets		17,222		30,945
Other PP&E		18,740		17,373
Other non-current assets		3,389		4,205
Investments in unconsolidated affiliates		113,618		112,639
Total assets	$	594,383	$	601,807

Cash payments for taxes shown above consist primarily of income and withholding tax payments made by UNIFI in both U.S. and foreign jurisdictions, net of refunds.

As of December 30, 2018 and June 24, 2018, $1,702 and $3,187, respectively, were included in accounts payable for unpaid capital expenditures. As of December 24, 2017 and June 25, 2017, $2,610 and $3,234, respectively, were included in accounts payable for unpaid capital expenditures.

The following is management’s discussion and analysis of certain significant factors that have affected UNIFI’s operations, along with material changes in financial condition, during the periods included in the accompanying condensed consolidated financial statements. A reference to a “note” in this section refers to the accompanying notes to condensed consolidated financial statements. A reference to the “current period” refers to the three-month period ended December 30, 2018, while a reference to the “prior period” refers to the three-month period ended December 24, 2017. A reference to the “current six-month period” refers to the six-month period ended December 30, 2018, while a reference to the “prior six-month period” refers to the six-month period ended December 24, 2017. Such references may be accompanied by certain phrases for added clarity. The current period and prior period each consisted of 13 fiscal weeks. The current six-month period consisted of 27 fiscal weeks, while the prior six-month period consisted of 26 fiscal weeks. UNIFI’s seasonal shutdown period (which typically occurs around December 25 each year) (the “seasonal shutdown period”) occurred during the current period but fell immediately after the prior period. Accordingly, the current period included approximately one less shipping week than the prior period, while the number of shipping weeks were approximately equal for the current six-month period and the prior six-month period.

Our discussions in this Item 2 focus on our results during, or as of, the three months and six months ended December 30, 2018 and December 24, 2017, and, to the extent applicable, any material changes from the information discussed in the 2018 Form 10-K or other important intervening developments or information. These discussions should be read in conjunction with the 2018 Form 10-K for more detailed and background information about our business, operations and financial condition.

All amounts, except per share amounts, are presented in thousands (000s), except as otherwise noted.

UNIFI’s business focuses on delivering products and solutions to customers and brand partners throughout the world, leveraging our internal manufacturing capabilities and an enhanced global supply chain that delivers a diverse range of synthetic and recycled fibers and polymers. This strategic and synergistic focus includes three supporting pillars: (1) engaging in strategic relationships with like-minded entities, (2) growing our existing portfolio of technologies and capabilities and (3) expanding our supply chain to best serve indirect and direct customers. UNIFI remains committed to these strategic initiatives, which it believes will increase profitability and generate improved cash flows from operations.

UNIFI has three reportable segments for its operations – the Polyester Segment, the Nylon Segment and the International Segment – as well as certain ancillary operations that include for-hire transportation services, which comprise an All Other category. The ancillary operations classified within All Other are insignificant for all periods presented; therefore, UNIFI’s discussion and analysis of those activities is generally limited to their impact on consolidated results, where appropriate.

Significant highlights for the current period and the current six-month period include the following, each of which is addressed in more detail below:

Consistent with the market and financial trends that have affected its business in the last several quarters, UNIFI continued to experience a number of challenges. External pressures in the regional business included elevated raw material costs and suppressed demand for certain textured and covered yarns. The volatile nature of these external pressures made navigating the regional environment even more difficult. Internal pressures included the implementation of selling price increases that left us less competitive, elevated inventory levels, and the result of weaker leverage of our cost structure. The combination of these external and internal pressures caused weaker fixed cost absorption and lower operating margins.

UNIFI experienced rising raw material costs throughout most of calendar 2018, which peaked in October 2018. By November 2018, UNIFI experienced a pullback in those costs. As a result, UNIFI expects the third quarter of fiscal 2019 to show a moderate gross margin recapture from this recent decline in raw material costs and improved sales volumes from both the impact of (i) historical second-half seasonality and (ii) an additional shipping week in the third quarter due to the timing of the seasonal shutdown period.

UNIFI continuously reviews performance indicators to measure its success. These performance indicators form the basis of management’s discussion and analysis included below:

EBITDA, Adjusted EBITDA and Adjusted Working Capital (collectively, the “non-GAAP financial measures”) are not determined in accordance with GAAP and should not be considered a substitute for performance measures determined in accordance with GAAP. The calculations of the non-GAAP financial measures are subjective, based on management’s belief as to which items should be included or excluded in order to provide the most reasonable and comparable view of the underlying operating performance of the business. We may, from time to time, modify the amounts used to determine our non-GAAP financial measures. When applicable, management’s discussion and analysis includes specific consideration for items that comprise the reconciliations of its non-GAAP financial measures.

We believe that these non-GAAP financial measures better reflect UNIFI’s underlying operations and performance and that their use, as operating performance measures, provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets, among otherwise comparable companies.

Management uses Adjusted EBITDA (i) as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, as it removes the impact of (a) items directly related to our asset base (primarily depreciation and amortization) and (b) items that we would not expect to occur as a part of our normal business on a regular basis; (ii) for planning purposes, including the preparation of our annual operating budget; (iii) as a valuation measure for evaluating our operating performance and our capacity to incur and service debt, fund capital expenditures and expand our business; and (iv) as one measure in determining the value of other acquisitions and dispositions. Adjusted EBITDA is a key performance metric utilized in the determination of variable compensation. We also believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because it serves as a high-level proxy for cash generated from operations and is relevant to our fixed charge coverage ratio. Equity in (earnings) loss of PAL is excluded from Adjusted EBITDA because such results do not reflect our operating performance.

Management uses Adjusted Working Capital as an indicator of UNIFI’s production efficiency and ability to manage inventory and receivables. In the first quarter of fiscal 2019, in connection with changes to balance sheet presentation required by the adoption of the New Revenue Recognition Guidance, UNIFI updated the definition of Adjusted Working Capital to include other current assets for current and historical calculations of the non-GAAP financial measure. Other current assets includes amounts capitalized for future conversion into inventory or receivables (e.g., vendor deposits and contract assets), and management believes that its inclusion in the definition of Adjusted Working Capital improves the understanding of UNIFI capital that is supporting production and sales activity.

The reconciliations of the amounts reported under GAAP for Net income to EBITDA and Adjusted EBITDA are as follows:

	For the Three Months Ended						For the Six Months Ended
	December 30, 2018			December 24, 2017			December 30, 2018			December 24, 2017
Net income	$	1,171		$	11,802		$	2,983		$	20,762
Interest expense, net		1,203			1,009			2,523			2,113
(Benefit) provision for income taxes		(2,288	)		(4,826	)		536			(1,630	)
Depreciation and amortization expense		5,532			5,532			11,480			10,949
EBITDA		5,618			13,517			17,522			32,194

Equity in (earnings) loss of PAL		(762	)		376			(745	)		(2,478	)
EBITDA excluding PAL		4,856			13,893			16,777			29,716

Other adjustments ⁽¹⁾		—			—			—			—
Adjusted EBITDA	$	4,856		$	13,893		$	16,777		$	29,716

Amounts presented in the reconciliations above may not be consistent with amounts included in the accompanying condensed consolidated financial statements. Any such inconsistencies are insignificant and are integral to the reconciliations.

See the discussion under the heading “Working Capital” within “Liquidity and Capital Resources” below.

Three Months Ended December 30, 2018 Compared to Three Months Ended December 24, 2017

The components of Net income, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts, are as follows:

	For the Three Months Ended
	December 30, 2018						December 24, 2017
				% of Net Sales						% of Net Sales			% Change
Net sales	$	167,711			100.0		$	167,478			100.0			0.1
Cost of sales		153,555			91.6			144,802			86.5			6.0
Gross profit		14,156			8.4			22,676			13.5			(37.6	)
Selling, general and administrative expenses		14,822			8.8			14,626			8.7			1.3
Provision (benefit) for bad debts		32			—			(72	)		—			(144.4	)
Other operating expense, net		99			0.1			348			0.2			(71.6	)
Operating (loss) income		(797	)		(0.5	)		7,774			4.6			(110.3	)
Interest expense, net		1,203			0.7			1,009			0.6			19.2
Loss on extinguishment of debt		131			0.1			—			—			—
Equity in earnings of unconsolidated affiliates		(1,014	)		(0.6	)		(211	)		(0.1	)	nm
(Loss) income before income taxes		(1,117	)		(0.7	)		6,976			4.1			(116.0	)
Benefit for income taxes		(2,288	)		(1.4	)		(4,826	)		(2.9	)		(52.6	)
Net income	$	1,171			0.7		$	11,802			7.0			(90.1	)

Consolidated net sales for the current period increased by $233, or 0.1%, as compared to the prior period. Net sales were impacted by unfavorable foreign currency translation of approximately $5,300 and the timing of UNIFI’s seasonal shutdown period, which occurred in the current period but began immediately after the end of the prior period.

Consolidated sales volumes were flat compared to the prior period. Continued growth in sales of Flake in the Polyester Segment and growth in sales of staple fiber, recycled Chip and other PVA products in the International Segment were offset by (i) unfavorable foreign currency translation, (ii) soft market conditions in the U.S. and Brazil and (iii) one less shipping week domestically in the current period. Sales continue to expand in the International Segment as our PVA portfolio resonates with our brand partners that are focused on sustainable solutions. We believe the softness in the domestic environment and competition from imports continue to be challenges for the domestic textile supply chain. Our Nylon Segment results also reflect the current global trend of declines in demand for nylon socks, ladies’ hosiery and intimate apparel.

Consolidated average sales prices were flat, as price increases made in calendar 2018 in response to rising costs were offset by disproportionate growth of lower-priced Flake, recycled Chip and staple fiber.

PVA products at the end of the current period comprised approximately 47% of consolidated net sales, up from 45% at the end of fiscal 2018, and higher than the 46% ratio for the prior period. Within the PVA product category, our customers can choose between various solutions, some of which carry higher margins than others. Accordingly, growth in PVA sales does not necessarily translate into higher margins or increased profitability on a consolidated basis.

Unfavorable foreign currency translation is primarily associated with the weakening of the Brazilian Real (“BRL”) and the Chinese Renminbi (“RMB”).

Gross profit for the current period decreased by $8,520, or 37.6%, as compared to the prior period. The gross profit decline is primarily attributable to (i) lower fixed cost absorption in the Polyester and Nylon Segments due to lower regional yarn volumes, (ii) lower conversion margin in each segment, in which the current period was unfavorably impacted by higher raw material costs, (iii) unfavorable foreign currency translation of approximately $1,200 and (vi) disproportionate growth of lower margin products.

UNIFI expects the third quarter of fiscal 2019 to contain (i) moderate gross margin recapture from recent declines in raw material costs and (ii) improved sales and production volumes consistent with historical second-half seasonality.

There was no material change in selling, general and administrative (“SG&A”) expenses from the prior period to the current period.

There is no significant activity reflected in the current period or the prior period.

The change in other operating expense, net was primarily attributable to fluctuations in foreign currency transaction gains and losses, along with severance expense recorded in the current period.

Interest on debt obligations increased from the prior period to the current period primarily due to a general increase in market interest rates and principal on the variable rate portion of our debt.

	For the Three Months Ended
	December 30, 2018			December 24, 2017
Interest and fees on the ABL Facility	$	1,148		$	932
Other interest		187			211
Subtotal of interest on debt obligations		1,335			1,143
Other components of interest expense		20			47
Total interest expense		1,355			1,190
Interest income		(152	)		(181	)
Interest expense, net	$	1,203		$	1,009

UNIFI’s 34% share of PAL’s earnings increased from a loss of $376 in the prior period to earnings of $762 in the current period. The increase was primarily attributable to lower raw material costs and improved fixed cost absorption.

The effective tax rate for the current period was primarily impacted by benefits of approximately $2,045 for tax credits related to prior years. In conjunction with a loss before income taxes of $1,117, these benefits impacted the effective tax rate by 183.1%.

The effective tax rate for the prior period was lower than the U.S. statutory tax rate primarily due to the $4,500 tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate in connection with implementation of December 2017 tax reform, the release of a $3,807 valuation allowance and foreign income being taxed at lower rates. These benefits were partially offset by a provisional charge for the deemed mandatory repatriation of foreign earnings and profits, net of foreign tax credits, and by losses in tax jurisdictions for which no tax benefit can currently be recognized.

Net income for the current period was $1,171, or $0.06 per diluted share, compared to $11,802, or $0.63 per diluted share, for the prior period. The decrease was primarily attributable to lower gross profit due to higher operating expenses and weaker sales volumes of higher value yarns, including one less shipping week due to the seasonal shutdown period, along with lower tax benefits recorded in the current period, partially offset by (i) higher earnings from PAL and (ii) comparatively favorable foreign currency transaction impacts.

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current period.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Polyester Segment, are as follows:

	For the Three Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	85,789			100.0	$	90,316			100.0		(5.0	)
Cost of sales		83,820			97.7		81,740			90.5		2.5
Gross profit		1,969			2.3		8,576			9.5		(77.0	)
Depreciation expense		3,937			4.6		3,973			4.4		(0.9	)
Segment Profit	$	5,906			6.9	$	12,549			13.9		(52.9	)

Segment net sales as a percentage of consolidated amounts		51.2	%				53.9	%
Segment Profit as a percentage of consolidated amounts		31.0	%				45.4	%

The decrease in net sales for the Polyester Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period and (ii) a weaker sales mix. These declines were partially offset by higher sales of (i) dyed yarn in connection with the dyed yarn portfolio acquisition that closed in the fourth quarter of fiscal 2018 and (ii) Flake, along with higher selling prices in response to several months of raw material related price increases during calendar 2018.

The decrease in Segment Profit for the Polyester Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period, (ii) lower conversion margin, in which the current period was unfavorably impacted by higher raw material costs, (iii) an unfavorable sales mix characterized by higher volumes of lower-margin products like Flake and lower volumes of higher-margin products like textured yarn and (iv) weaker fixed cost absorption.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the Nylon Segment are as follows:

	For the Three Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	22,647			100.0	$	25,103			100.0		(9.8	)
Cost of sales		20,615			91.0		22,027			87.7		(6.4	)
Gross profit		2,032			9.0		3,076			12.3		(33.9	)
Depreciation expense		499			2.2		552			2.2		(9.6	)
Segment Profit	$	2,531			11.2	$	3,628			14.5		(30.2	)

Segment net sales as a percentage of consolidated amounts		13.5	%				15.0	%
Segment Profit as a percentage of consolidated amounts		13.3	%				13.1	%

The decrease in net sales for the Nylon Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period and (ii) a lower-priced sales mix.

The decrease in Segment Profit for the Nylon Segment from the prior period to the current period was primarily attributable to (i) one less shipping week in the current period due to the timing of the seasonal shutdown period and (ii) a less profitable sales mix.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior period amounts for the International Segment are as follows:

	For the Three Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	58,237			100.0	$	51,046			100.0		14.1
Cost of sales		48,161			82.7		40,072			78.5		20.2
Gross profit		10,076			17.3		10,974			21.5		(8.2	)
Depreciation expense		367			0.6		397			0.8		(7.6	)
Segment Profit	$	10,443			17.9	$	11,371			22.3		(8.2	)

Segment net sales as a percentage of consolidated amounts		34.7	%				30.5	%
Segment Profit as a percentage of consolidated amounts		54.9	%				41.1	%

The increase in net sales for the International Segment from the prior period to the current period was primarily attributable to (i) higher sales volumes at our Asian subsidiaries due to growth in our REPREVE^® portfolios and (ii) higher pricing due to increased raw material costs, partially offset by (a) lower sales volumes in Brazil due to a softer economic environment and (b) unfavorable foreign currency translation primarily due to the weakening of the BRL and the RMB against the U.S. Dollar (“USD”) during the current period.

The RMB weighted average exchange rate was 6.92 RMB/USD and 6.61 RMB/USD for the current period and the prior period, respectively. The BRL weighted average exchange rate was 3.81 BRL/USD and 3.24 BRL/USD for the current period and the prior period, respectively.

The decrease in Segment Profit for the International Segment was primarily attributable to unfavorable foreign currency translation effects as the BRL and the RMB weakened against the USD during the current period, along with conversion margin pressure due to higher raw material costs, partially offset by overall higher sales volumes.

Six Months Ended December 30, 2018 Compared to Six Months Ended December 24, 2017

The components of Net income, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts, are as follows:

	For the Six Months Ended
	December 30, 2018						December 24, 2017
				% of Net Sales						% of Net Sales			% Change
Net sales	$	349,322			100.0		$	331,720			100.0			5.3
Cost of sales		315,147			90.2			285,752			86.1			10.3
Gross profit		34,175			9.8			45,968			13.9			(25.7	)
Selling, general and administrative expenses		29,233			8.4			27,489			8.3			6.3
Provision (benefit) for bad debts		163			—			(131	)		—		nm
Other operating (income) expense, net		(141	)		—			663			0.2			(121.3	)
Operating income		4,920			1.4			17,947			5.4			(72.6	)
Interest expense, net		2,523			0.7			2,113			0.6			19.4
Loss on extinguishment of debt		131			—			—			—			—
Equity in earnings of unconsolidated affiliates		(1,253	)		(0.4	)		(3,298	)		(1.0	)		(62.0	)
Income before income taxes		3,519			1.1			19,132			5.8			(81.6	)
Provision (benefit) for income taxes		536			0.2			(1,630	)		(0.5	)		(132.9	)
Net income	$	2,983			0.9		$	20,762			6.3			(85.6	)

Consolidated net sales for the current six-month period increased by $17,602, or 5.3%, as compared to the prior six-month period. Net sales were impacted by unfavorable currency translation of approximately $11,900. The current six-month period consisted of 27 fiscal weeks, while the prior six-month period consisted of 26 fiscal weeks. While the current six-month period contained an additional fiscal week, the current six-month period also included the seasonal shutdown period (which occurred immediately after the prior six-month period). As a result, the number of shipping weeks in the current six-month period and the prior six-month period were approximately equal.

Consolidated sales volumes increased 6.1%, attributable to continued growth in sales of Flake and recycled Chip in the Polyester Segment and growth in sales of REPREVE^® staple fiber and other PVA products in the International Segment. Sales continue to expand in the International Segment as our PVA portfolio resonates with our brand partners that are focused on sustainable solutions. We believe the softness in the domestic environment and competition from imports continue to be challenges for the domestic textile supply chain. Our Nylon Segment results also reflect the current global trend of declines in demand for nylon socks, ladies’ hosiery and intimate apparel.

Consolidated average sales prices were flat, as price increases made in response to rising raw material costs during calendar 2018 were offset by foreign currency translation and the disproportionate growth of lower-priced Flake and recycled Chip in the current six-month period.

PVA products at the end of the current six-month period comprised approximately 45% of consolidated net sales, equal to the 45% ratio at the end of fiscal 2018, and slightly higher than the 44% ratio for the prior six-month period. Within the PVA product category, our customers can choose between various solutions, some of which carry higher margins than others. Accordingly, growth in PVA sales does not necessarily translate into higher margins or increased profitability on a consolidated basis.

Unfavorable foreign currency translation is primarily associated with the weakening of the BRL and RMB.

Gross profit for the current six-month period decreased by $11,793, or 25.7%, as compared to the prior six-month period. The gross profit decline is primarily attributable to (i) lower conversion margin in the Polyester and International Segments, in which the current six-month period was unfavorably impacted by increasing raw material costs, (ii) unfavorable foreign currency translation of approximately $2,700, (iii) disproportionate growth of lower margin products and (iv) weaker fixed cost absorption.

Total SG&A expenses were higher for the current six-month period compared to the prior six-month period, primarily as a result of an additional week in fiscal 2019 for our domestic operations and an increase in professional fees relating to external services for legal, marketing and finance.

There was no significant activity reflected in the current six-month period or the prior six-month period.

The change in other operating (income) expense, net was primarily attributable to fluctuations in the RMB, in which relative weakening in the current six-month period generated foreign currency transaction gains, while relative strengthening in the prior six-month period generated foreign currency transaction losses.

Interest on debt obligations increased from the prior six-month period to the current six-month period primarily due to a general increase in market interest rates and principal on the variable rate portion of our debt.

	For the Six Months Ended
	December 30, 2018			December 24, 2017
Interest and fees on the ABL Facility	$	2,394		$	1,837
Other interest		380			437
Subtotal of interest on debt obligations		2,774			2,274
Other components of interest expense		48			101
Total interest expense		2,822			2,375
Interest income		(299	)		(262	)
Interest expense, net	$	2,523		$	2,113

UNIFI’s 34% share of PAL’s earnings decreased from $2,478 in the prior six-month period to $745 in the current six-month period. The decrease was primarily attributable to higher raw material costs and reduced operating leverage, most notably in the comparable first fiscal quarters of the current six-month period and the prior six-month period.

The effective tax rate for the current six-month period was lower than the U.S. federal statutory rate primarily due to the benefits of approximately $2,045 for tax credits related to prior years. These benefits were partially offset by earnings taxed at higher rates in foreign jurisdictions, losses in tax

jurisdictions for which no tax benefit could be recognized, the effects of the GILTI provisions enacted in H.R. 1, and non-deductible executive compensation.

The effective tax rate for the prior six-month period was lower than the U.S. statutory tax rate primarily due to the $4,500 tax benefit resulting from the revaluation of UNIFI’s domestic deferred tax balances for the lower U.S. statutory tax rate, the release of a $3,807 valuation allowance and foreign income being taxed at lower rates. These benefits were partially offset by a provisional charge for the deemed mandatory repatriation of foreign earnings and profits, net of foreign tax credits, and by losses in tax jurisdictions for which no tax benefit can currently be recognized.

Net income for the current six-month period was $2,983, or $0.16 per diluted share, compared to $20,762, or $1.12 per diluted share, for the prior six-month period. The decrease was primarily attributable to (i) lower gross profit relating to higher polyester raw material costs, weaker fixed costs absorption and weaker sales mix, (ii) lower earnings from PAL, (iii) an increase in SG&A expenses and (iv) a higher effective tax rate, partially offset by comparatively favorable foreign currency transaction impacts.

Following is a discussion and analysis of the revenue and profitability performance of UNIFI’s reportable segments for the current six-month period.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the Polyester Segment, are as follows:

	For the Six Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	185,920			100.0	$	178,054			100.0		4.4
Cost of sales		177,223			95.3		160,565			90.2		10.4
Gross profit		8,697			4.7		17,489			9.8		(50.3	)
Depreciation expense		8,189			4.4		7,840			4.4		4.5
Segment Profit	$	16,886			9.1	$	25,329			14.2		(33.3	)

Segment net sales as a percentage of consolidated amounts		53.2	%				53.7	%
Segment Profit as a percentage of consolidated amounts		38.1	%				45.4	%

The increase in net sales for the Polyester Segment from the prior six-month period to the current six-month period was primarily attributable to higher sales volumes of (i) Flake, (ii) recycled Chip and (iii) dyed yarn in connection with the dyed yarn portfolio acquisition that closed in the fourth quarter of fiscal 2018, along with higher selling prices in response to several months of raw material related price increases during calendar 2018. However, this favorability was partially offset by a weaker sales mix, characterized by lower textured yarn volumes.

The decrease in Segment Profit for the Polyester Segment from the prior six-month period to the current six-month period was primarily attributable to (i) lower conversion margin, in which the current six-month period was unfavorably impacted by increasing raw material costs, (ii) the unfavorable sales mix shift towards lower-margin products discussed above in the net sales analysis and (iii) weaker fixed cost absorption.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the Nylon Segment are as follows:

	For the Six Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	50,596			100.0	$	51,930			100.0		(2.6	)
Cost of sales		46,420			91.7		45,540			87.7		1.9
Gross profit		4,176			8.3		6,390			12.3		(34.6	)
Depreciation expense		1,060			2.1		1,089			2.1		(2.7	)
Segment Profit	$	5,236			10.4	$	7,479			14.4		(30.0	)

Segment net sales as a percentage of consolidated amounts		14.5	%				15.7	%
Segment Profit as a percentage of consolidated amounts		11.8	%				13.4	%

The decrease in net sales for the Nylon Segment from the prior six-month period to the current six-month period was primarily attributable to a lower-priced sales mix, partially offset by higher sales volumes.

The decrease in Segment Profit for the Nylon Segment from the prior six-month period to the current six-month period was primarily attributable to a less profitable sales mix and weaker fixed cost absorption.

The components of Segment Profit, each component as a percentage of net sales and the percentage increase or decrease over the prior six-month period amounts for the International Segment are as follows:

	For the Six Months Ended
	December 30, 2018					December 24, 2017
				% of Net Sales					% of Net Sales		% Change
Net sales	$	110,590			100.0	$	99,705			100.0		10.9
Cost of sales		89,491			80.9		77,733			78.0		15.1
Gross profit		21,099			19.1		21,972			22.0		(4.0	)
Depreciation expense		726			0.6		813			0.9		(10.7	)
Segment Profit	$	21,825			19.7	$	22,785			22.9		(4.2	)

Segment net sales as a percentage of consolidated amounts		31.7	%				30.1	%
Segment Profit as a percentage of consolidated amounts		49.3	%				40.8	%

The increase in net sales for the International Segment from the prior six-month period to the current six-month period was primarily attributable to (i) higher sales volumes at our Asian subsidiaries due to growth in our REPREVE^® portfolios and (ii) higher pricing due to increased raw material costs, partially offset by (a) lower sales volumes in Brazil due to a softer economic environment and (b) unfavorable foreign currency translation primarily attributable to the weakening of the BRL and the RMB against the USD during the current six-month period.

The RMB weighted average exchange rate was 6.86 RMB/USD and 6.64 RMB/USD for the current six-month period and the prior six-month period, respectively. The BRL weighted average exchange rate was 3.88 BRL/USD and 3.20 BRL/USD for the current six-month period and the prior six-month period, respectively.

The decrease in Segment Profit for the International Segment was primarily attributable to unfavorable foreign currency translation effects as the BRL and the RMB weakened against the USD during the current six-month period and conversion margin pressure from higher raw material costs, partially offset by the increase in sales volumes described in the net sales analysis above.

UNIFI’s primary capital requirements are for working capital, capital expenditures, debt service and stock repurchases. UNIFI’s primary sources of capital are cash generated from operations and borrowings available under the ABL Revolver. For the current six-month period, cash used in operations was $3,975, and, at December 30, 2018, excess availability under the ABL Revolver was $64,147. As further described under “Cash (Used in) Provided by Operating Activities” below, the cash used in operating activities for the current six-month period is attributable to several factors, including an increase in inventories due to domestic production rates that outpaced domestic sales during the period.

As of December 30, 2018, all of UNIFI’s $131,104 of debt obligations were guaranteed by certain of its domestic operating subsidiaries, while nearly all of UNIFI’s cash and cash equivalents were held by its foreign subsidiaries. Cash and cash equivalents held by such foreign subsidiaries may not be presently available to fund UNIFI’s domestic capital requirements, including its domestic debt obligations. UNIFI employs a variety of tax planning and financing strategies to ensure that its worldwide cash is available in the locations where it is needed. The following table presents a summary of cash and cash equivalents, borrowings available under financing arrangements, liquidity, working capital and total debt obligations as of December 30, 2018 for domestic and foreign operations:

	Domestic		Foreign		Total
Cash and cash equivalents	$	16	$	26,637	$	26,653
Borrowings available under financing arrangements		64,147		—		64,147
Liquidity	$	64,163	$	26,637	$	90,800

Working capital	$	101,965	$	94,245	$	196,210
Total debt obligations	$	131,104	$	—	$	131,104

On December 18, 2018, Unifi, Inc. and certain of its subsidiaries entered into the 2018 Amendment, which amended the Credit Agreement. The Credit Agreement provides for the ABL Facility, which is a $200,000 senior secured credit facility that includes the $100,000 ABL Revolver and the ABL Term Loan, which can be reset up to a maximum amount of $100,000, once per fiscal year, if certain conditions are met. The ABL Facility has a maturity date of December 18, 2023.

The ABL Facility is secured by a first-priority perfected security interest in substantially all owned property and assets (together with all proceeds and products) of Unifi, Inc., Unifi Manufacturing, Inc. and certain subsidiary guarantors (collectively, the “Loan Parties”). It is also secured by a first-priority security interest in all (or 65% in the case of UNIFI’s first-tier controlled foreign subsidiary, as required by the lenders) of the stock of (or other ownership interests in) each of the Loan Parties (other than Unifi, Inc.) and certain subsidiaries of the Loan Parties, together with all proceeds and products thereof.

If excess availability under the ABL Revolver falls below the defined Trigger Level, a financial covenant requiring the Loan Parties to maintain a fixed charge coverage ratio on a quarterly basis of at least 1.05 to 1.00 becomes effective. The Trigger Level as of December 30, 2018 was $25,000. In addition, the ABL Facility contains restrictions on particular payments and investments, including certain restrictions on the payment of dividends and share repurchases. Subject to specific provisions, the ABL Term Loan may be prepaid at par, in whole or in part, at any time before the maturity date, at UNIFI’s discretion.

ABL Facility borrowings bear interest at the London Interbank Offer Rate (“LIBOR”) plus an applicable margin of 1.25% to 1.75%, or the Base Rate (as defined below) plus an applicable margin of 0.25% to 0.75%, with interest currently being paid on a monthly basis. The applicable margin is based on (i) the excess availability under the ABL Revolver and (ii) the consolidated leverage ratio, calculated as of the end of each fiscal quarter. The Base Rate means the greater of (a) the prime lending rate as publicly announced from time to time by Wells Fargo Bank, National Association, (b) the Federal Funds Rate plus 0.5% and (c) LIBOR plus 1.0%. UNIFI’s ability to borrow under the ABL Revolver is limited to a borrowing base equal to specified percentages of eligible accounts receivable and inventory and is subject to certain conditions and limitations. There is also a monthly unused line fee under the ABL Revolver of 0.25%.

As of December 30, 2018, UNIFI was in compliance with all financial covenants in the Credit Agreement and the excess availability under the ABL Revolver was $64,147. At December 30, 2018, the fixed charge coverage ratio was 1.16 to 1.00 and UNIFI had $400 of standby letters of credit, none of which have been drawn upon.

UNIFI currently maintains three interest rate swaps that fix LIBOR at approximately 1.9% on $75,000 of variable-rate debt. Such swaps are scheduled to terminate in May 2022.

		Weighted Average
	Scheduled	Interest Rate as of	Principal Amounts as of
	Maturity Date	December 30, 2018	December 30, 2018			June 24, 2018
ABL Revolver	December 2023	4.3%	$	16,500		$	28,100
ABL Term Loan ⁽¹⁾	December 2023	3.8%		100,000			85,000
Capital lease obligations	(2)	3.8%		14,604			18,107
Total debt				131,104			131,207
Current portion of capital lease obligations				(6,482	)		(6,996	)
Current portion of other long-term debt				(7,500	)		(10,000	)
Unamortized debt issuance costs				(1,044	)		(658	)
Total long-term debt			$	116,078		$	113,553

(2) Scheduled maturity dates for capital lease obligations range from January 2019 to November 2027.

In addition to making payments in accordance with the scheduled maturities of debt required under its existing debt obligations, UNIFI may, from time to time, elect to repay additional amounts borrowed under the ABL Facility. Funds to make such repayments may come from the operating cash flows of the business or other sources and will depend upon UNIFI’s strategy, prevailing market conditions, liquidity requirements, contractual restrictions and other factors.

The following table presents the scheduled maturities of UNIFI’s outstanding debt obligations for the remainder of fiscal 2019, the following four fiscal years and thereafter:

	Fiscal 2019		Fiscal 2020		Fiscal 2021		Fiscal 2022		Fiscal 2023		Thereafter
ABL Revolver	$	—	$	—	$	—	$	—	$	—	$	16,500
ABL Term Loan		2,500		10,000		10,000		10,000		10,000		57,500
Capital lease obligations		3,442		5,559		2,634		2,417		91		461
Total	$	5,942	$	15,559	$	12,634	$	12,417	$	10,091	$	74,461

The following table presents the components of working capital and the reconciliation of working capital to Adjusted Working Capital:

	December 30, 2018			June 24, 2018
Cash and cash equivalents	$	26,653		$	44,890
Receivables, net		79,294			86,273
Inventories		134,642			126,311
Income tax receivable		9,291			10,291
Other current assets		18,120			6,529
Accounts payable		(43,527	)		(48,970	)
Accrued expenses		(12,463	)		(17,720	)
Other current liabilities		(15,800	)		(18,313	)
Working capital	$	196,210		$	189,291

Less: Cash and cash equivalents		(26,653	)		(44,890	)
Less: Income tax receivable		(9,291	)		(10,291	)
Less: Other current liabilities		15,800			18,313
Adjusted Working Capital	$	176,066		$	152,423

Working capital increased from $189,291 as of June 24, 2018 to $196,210 as of December 30, 2018, while Adjusted Working Capital increased from $152,423 to $176,066.

The decrease in cash and cash equivalents was driven by the utilization of cash to retire ABL Revolver debt in advance of UNIFI’s entering into the 2018 Amendment as described above. The decrease in receivables, net was primarily attributable to lower sales associated with the timing of the seasonal shutdown period. The increase in inventories was attributable to domestic finished goods production outpacing domestic sales and higher raw material costs. The decrease in income tax receivable reflects the timing of tax payments and refunds. The increase in other current assets reflects the addition of contract assets that relate to products on hand that have been reflected in revenue but not yet shipped to the associated customer (in connection with the adoption of the New Revenue Recognition Guidance). The decrease in accounts payable was primarily attributable to the timing of purchase activity associated with the seasonal shutdown period. The decrease in accrued expenses was primarily attributable to the payment of variable compensation earned in fiscal 2018 and the impact of the December shutdown period. The change in other current liabilities reflects one less current ABL Term Loan principal payment in connection with the 2018 Amendment.

During the current six-month period, UNIFI invested approximately $12,300 in capital projects primarily relating to (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) annual maintenance capital expenditures. UNIFI will seek to ensure that maintenance capital expenditures are sufficient to allow continued production at high efficiencies.

Through the remainder of fiscal 2019, UNIFI expects to invest an additional $12,700 in capital projects (for an aggregate fiscal 2019 estimate of $25,000), which include (i) making further improvements in production capabilities and technology enhancements in the Americas and (ii) routine annual maintenance capital expenditures to allow continued efficient production.

The total amount ultimately invested in fiscal 2019 could be more or less than the anticipated amount, depending on the timing and scale of contemplated initiatives and other factors, and is expected to be funded by a combination of cash from operations and borrowings under the ABL Revolver. UNIFI expects the recent capital projects to provide benefits to future profitability. The additional assets from these capital projects consist primarily of machinery and equipment.

As a result of our continued focus on REPREVE^® and other PVA products as part of our mix enrichment strategy, we may incur additional expenditures for capital projects beyond the currently estimated amount, as we pursue new, currently unanticipated opportunities in order to expand our manufacturing capabilities for these products, for other strategic growth initiatives or to further streamline our manufacturing process, in which case we may be required to increase the amount of our working capital and long-term borrowings. If our strategy is successful, we would expect higher gross profit as a result of the combination of higher sales volumes and an improved mix from higher-margin products.

On April 23, 2014, UNIFI announced that the Board had approved the 2014 SRP under which UNIFI was authorized to acquire up to $50,000 of its common stock. UNIFI made no repurchases of its shares of common stock during the current six-month period. Through October 31, 2018 (the date the 2014 SRP was terminated, as discussed below), UNIFI repurchased a total of 806 shares, at an average price of $27.79 (for a total of $22,409, inclusive of commission costs) pursuant to the 2014 SRP.

On October 31, 2018, UNIFI announced that the Board had terminated the 2014 SRP and approved the 2018 SRP under which UNIFI is authorized to acquire up to $50,000 of its common stock. Under the 2018 SRP, purchases will be made from time to time in the open market at prevailing market prices, through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date.

As of December 30, 2018, $50,000 remains available for repurchase under the 2018 SRP.

UNIFI has met its historical liquidity requirements for working capital, capital expenditures, debt service requirements and other operating needs from its cash flows from operations and available borrowings. UNIFI believes that its existing cash balances, cash flows from operations and borrowings available under the ABL Revolver will enable UNIFI to comply with the terms of its indebtedness and meet its foreseeable liquidity requirements. Domestically, UNIFI’s cash balances, cash provided by operating activities and borrowings available under the ABL Revolver continue to be sufficient to fund UNIFI’s domestic operating activities as well as cash commitments for its investing and financing activities. For its existing foreign operations, UNIFI expects its existing cash balances and cash provided by operating activities will provide the needed liquidity to fund its foreign operating activities and any foreign investing activities, such as future capital expenditures. However, any expansion of our foreign operations may require cash sourced from our domestic subsidiaries.

The significant components of net cash (used in) provided by operating activities are summarized below. UNIFI analyzes net cash (used in) provided by operating activities utilizing the major components of the statements of cash flows prepared under the indirect method.

	For the Six Months Ended
	December 30, 2018			December 24, 2017
Net income	$	2,983		$	20,762
Equity in earnings of unconsolidated affiliates		(1,253	)		(3,298	)
Depreciation and amortization expense		11,652			11,135
Non-cash compensation expense		3,039			3,569
Deferred income taxes		(332	)		(6,282	)
Subtotal		16,089			25,886

Distributions received from unconsolidated affiliates		630			8,678
Inventories		(17,139	)		(4,556	)
Other changes in assets and liabilities		(3,555	)		(9,619	)
Net cash (used in) provided by operating activities	$	(3,975	)	$	20,389

The decrease in net cash (used in) provided by operating activities from the prior six-month period to the current six-month period was primarily due to (i) the significant increase in inventories and other current assets as shown and discussed above under “Working Capital,” (ii) approximately $8,000 less in dividends from unconsolidated affiliates and (iii) lower Adjusted EBITDA. The decrease was partially offset by approximately $8,500 of tax refunds received in the current six-month period.

Cash Used in Investing Activities and (Used in) Provided by Financing Activities

UNIFI utilized $12,362 for investing activities and utilized $1,294 (net) from financing activities during the current six-month period.

Investing activities include $12,342 for capital expenditures, primarily relating to ongoing maintenance capital expenditures and production capabilities and technology enhancements in the Americas.

Significant financing activities include payments relating to long-term obligations, partially offset by receipts of $244 relating to stock option exercises.

UNIFI has incurred various financial obligations and commitments in its normal course of business. Financial obligations are considered to represent known future cash payments that UNIFI is required to make under existing contractual arrangements, such as debt and lease agreements.

There have been no material changes in the scheduled maturities of UNIFI’s contractual obligations as disclosed in the table under the heading “Contractual Obligations” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2018 Form 10-K.

UNIFI is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on UNIFI’s financial condition, results of operations, liquidity or capital expenditures.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The SEC has defined a company’s most critical accounting policies as those involving accounting estimates that require management to make assumptions about matters that are highly uncertain at the time and where different reasonable estimates or changes in the accounting estimates from quarter to quarter could materially impact the presentation of the financial statements. UNIFI’s critical accounting policies are discussed in the 2018 Form 10-K. There were no material changes to these policies during the current six-month period.

UNIFI is exposed to market risks associated with changes in interest rates, fluctuations in foreign currency exchange rates, and raw material and commodity costs, which may adversely affect its financial position, results of operations or cash flows. UNIFI does not enter into derivative financial instruments for trading purposes, nor is it a party to any leveraged financial instruments.

UNIFI is exposed to interest rate risk through its borrowing activities. As of December 30, 2018, UNIFI had borrowings under its ABL Revolver and ABL Term Loan that totaled $116,500 and contain variable rates of interest; however, UNIFI hedges a significant portion of such interest rate variability using interest rate swaps. After considering the variable rate debt obligations that have been hedged and UNIFI’s outstanding debt obligations with fixed rates of interest, UNIFI’s sensitivity analysis indicates that a 50-basis point increase in LIBOR as of December 30, 2018 would result in an increase in annual interest expense of less than $300.

UNIFI conducts its business in various foreign countries and in various foreign currencies. Each of UNIFI’s subsidiaries may enter into transactions (sales, purchases, fixed purchase commitments, etc.) that are denominated in currencies other than the subsidiary’s functional currency and thereby expose UNIFI to foreign currency exchange rate risk. UNIFI may enter into foreign currency forward contracts to hedge this exposure. UNIFI may also enter into foreign currency forward contracts to hedge its exposure for certain equipment or inventory purchase commitments. As of December 30, 2018, UNIFI had no outstanding foreign currency forward contracts.

A significant portion of raw materials purchased by UNIFI’s Brazilian subsidiary are denominated in USDs, requiring UNIFI to regularly exchange BRL. A significant portion of sales and asset balances for our Asian subsidiaries are denominated in USDs. During recent fiscal years, UNIFI was negatively impacted by a devaluation of the BRL. Also, fluctuations in the value of the RMB have generated foreign currency transaction impacts in certain fiscal quarters. Discussion and analysis surrounding the impact of fluctuations of the BRL and the RMB on UNIFI’s results of operations are included above in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of December 30, 2018, UNIFI’s subsidiaries outside the United States, whose functional currency is other than the USD, held approximately 16.6% of UNIFI’s consolidated total assets. UNIFI does not enter into foreign currency derivatives to hedge its net investment in its foreign operations.

As of December 30, 2018, $24,861, or 93.3%, of UNIFI’s cash and cash equivalents was held outside the United States, of which $18,071 was held in USDs, $1,511 was held in RMBs and $5,047 was held in BRLs.

A significant portion of UNIFI’s raw material and energy costs are derived from petroleum-based chemicals. The prices for petroleum and petroleum-related products and energy costs are volatile and dependent on global supply and demand dynamics, including certain geo-political risks. A sudden rise in the price of petroleum and petroleum-based products could have a material impact on UNIFI’s profitability. UNIFI does not use financial instruments to hedge its exposure to changes in these costs. The costs of the primary raw materials that UNIFI uses throughout all of its operations are generally based on USD pricing, and such materials are purchased at market or at fixed prices that are established with individual vendors as part of the purchasing process for quantities expected to be consumed in the ordinary course of business. UNIFI manages fluctuations in the cost of raw materials primarily by making corresponding adjustments to the prices charged to its customers. Certain customers are subject to an index-based pricing model in which UNIFI’s prices are adjusted based on the change in the cost of raw materials in the prior quarter. Pricing adjustments for other customers must be negotiated independently. At times, UNIFI is unable to pass on to its customers rises in raw material costs and, when it can, there typically is a time lag that adversely affects UNIFI and its margins during one or more periods. In ordinary market conditions in which raw material price increases have stabilized and sales volumes are consistent with traditional levels, UNIFI has historically been successful in implementing price adjustments within one to two fiscal quarters of the raw material price increase for index priced customers and within two fiscal quarters of the raw material price increase for non-index priced customers.

During fiscal 2018, UNIFI experienced elevated polyester raw material costs in connection with heightened petroleum prices, and these costs continued to increase during the first four months of fiscal 2019 due to a tighter global supply of polyester and increased demand for polyester feedstock. In combination with a difficult operating environment characterized by lower textured yarn volumes in the domestic market, where sufficient corresponding price increases were difficult to achieve, these costs drove a decline in gross profit for the first six months of fiscal 2019. However, UNIFI’s outlook for the second half of fiscal 2019 includes a more favorable raw material cost and selling price relationship due to a meaningful decline in raw material costs during November and December 2018.

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

As of December 30, 2018, an evaluation of the effectiveness of UNIFI’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of UNIFI’s management, including the principal executive officer and the principal financial officer. Based on that evaluation, UNIFI’s principal executive officer and principal financial officer concluded that UNIFI’s disclosure controls and procedures are effective to ensure that information required to be disclosed by UNIFI in its reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that information required to be disclosed by UNIFI in the reports UNIFI files or submits under the Exchange Act is accumulated and communicated to UNIFI’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in UNIFI’s internal control over financial reporting during the three months ended December 30, 2018 that have materially affected, or are reasonably likely to materially affect, UNIFI’s internal control over financial reporting.

We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. We maintain liability insurance for certain risks that is subject to certain self-insurance limits.

There have been no material changes in UNIFI’s risk factors from those disclosed in “Item 1A. Risk Factors” in the 2018 Form 10-K and in “Item 1A. Risk Factors” in UNIFI’s Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2018.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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)

PART I—FINANCIAL INFORMATION
		Page

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of December 30, 2018 and June 24, 2018	1

	Condensed Consolidated Statements of Income for the Three Months and Six Months Ended December 30, 2018 and December 24, 2017	2

	Condensed Consolidated Statements of Comprehensive Income for the Three Months and Six Months Ended December 30, 2018 and December 24, 2017	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 30, 2018 and December 24, 2017	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	33

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 6.	Exhibits	35

	Signatures	36

Revenue earned in fourth quarter fiscal 2018 related to contracts open at June 24, 2018	$	8,593
Less associated cost of sales		7,992
Less associated income tax		142
Adjustment to retained earnings for contracts open at June 24, 2018	$	459

	December 30, 2018			June 24, 2018
Customer receivables	$	80,905		$	87,633
Allowance for uncollectible accounts		(2,186	)		(2,059	)
Reserves for yarn quality claims		(842	)		(564	)
Net customer receivables		77,877			85,010
Other receivables		1,417			1,263
Total receivables, net	$	79,294		$	86,273

	December 30, 2018			June 24, 2018
Raw materials	$	55,353		$	45,448
Supplies		8,036			7,314
Work in process		6,852			8,834
Finished goods		66,742			66,314
Gross inventories		136,983			127,910
Inventory reserves		(2,341	)		(1,599	)
Total inventories	$	134,642		$	126,311


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

	December 30, 2018		June 24, 2018
Payroll and fringe benefits	$	8,017	$	10,833
Other		4,446		6,887
Total accrued expenses	$	12,463	$	17,720

	December 30, 2018		June 24, 2018
Supplemental post-employment plan	$	2,940	$	3,045
Uncertain tax positions		541		131
Other		1,976		2,161
Total other long-term liabilities	$	5,457	$	5,337

Authorized under the Amended 2013 Plan	1,250
Plus: Awards expired, forfeited or otherwise terminated unexercised	17
Less: Awards granted to employees	(257	)
Less: Awards granted to non-employee directors	(47	)
Available for issuance under the Amended 2013 Plan	963

	Foreign Currency Translation Adjustments			Changes in Interest Rate Swaps			Accumulated Other Comprehensive Loss
Balance at June 24, 2018	$	(42,268	)	$	1,735		$	(40,533	)
Other comprehensive loss, net of tax		(1,467	)		(725	)		(2,192	)
Balance at December 30, 2018	$	(43,735	)	$	1,010		$	(42,725	)

Underlying equity as of December 30, 2018	$	129,013
Initial excess capital contributions		53,363
Impairment charge recorded by UNIFI in fiscal 2007		(74,106	)
Anti-trust lawsuit against PAL in which UNIFI did not participate		2,652
Investment as of December 30, 2018	$	110,922

	December 30, 2018		June 24, 2018
Salem Leasing Corporation (included within accounts payable)	$	283	$	306
Salem Leasing Corporation (capital lease obligation)		844		875
Total related party payables	$	1,127	$	1,181

		For the Three Months Ended				For the Six Months Ended
Affiliated Entity	Transaction Type	December 30, 2018		December 24, 2017		December 30, 2018		December 24, 2017
Salem Leasing Corporation	Transportation equipment costs and capital lease debt service	$	1,019	$	969	$	2,040	$	1,950
Salem Global Logistics, Inc.	Freight service income		—		50		—		92

Net sales for the prior period	$	90,316
Decrease in sales volumes		(9,819	)
Net change in average selling price and sales mix		5,292
Net sales for the current period	$	85,789

Segment Profit for the prior period	$	12,549
Net decrease in underlying margins		(5,279	)
Decrease in sales volumes		(1,364	)
Segment Profit for the current period	$	5,906

Net sales for the prior period	$	51,046
Increase in sales volumes		7,199
Net change in average selling price and sales mix		5,198
Unfavorable foreign currency translation effects (primarily RMB and BRL)		(5,206	)
Net sales for the current period	$	58,237

SG&A expenses for the prior six-month period	$	27,489
Increase due to an additional week in fiscal 2019		841
Increase in professional fees		697
Other net increases		776
Decrease due to foreign currency translation		(570	)
SG&A expenses for the current six-month period	$	29,233

Net sales for the prior six-month period	$	178,054
Net change in average selling price and sales mix		7,366
Increase in sales volumes		500
Net sales for the current six-month period	$	185,920

Segment Profit for the prior six-month period	$	25,329
Net decrease in underlying margins		(8,514	)
Increase in sales volumes		71
Segment Profit for the current six-month period	$	16,886

Net sales for the prior six-month period	$	99,705
Net increase in sales volumes		12,822
Net change in average selling price and sales mix		9,921
Unfavorable foreign currency translation effects (primarily RMB and BRL)		(11,858	)
Net sales for the current six-month period	$	110,590

Exhibit No.		Description

3.1		Restated Certificate of Incorporation of Unifi, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).

3.2		Amended and Restated By-laws of Unifi, Inc., as of October 26, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed October 31, 2016 (File No. 001-10542)).

4.1		Third Amendment to Amended and Restated Credit Agreement and Second Amendment to Amended and Restated Guaranty and Security Agreement, dated as of December 18, 2018, by and among Unifi, Inc. and Unifi Manufacturing, Inc., as borrowers, Unifi Sales & Distribution, Inc. and See 4 Process Improvement Solutions, LLC, as guarantors, Wells Fargo Bank, National Association, as agent for the lenders party thereto, and the lenders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 20, 2018 (File No. 001-10542)).

10.1*		Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 1, 2018 (File No. 001-10542)).

10.2*		Form of Vested Share Unit Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.3*		Form of Restricted Stock Unit Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.4*		Form of Incentive Stock Option Agreement for Employees for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed November 8, 2018 (File No. 001-10542)).

10.5⁺*		Form of Stock Option Agreement for Non-Employee Directors for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan.

10.6⁺*		Form of Cash-Settled Restricted Stock Unit Agreement for use in connection with the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan.

31.1⁺		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2⁺		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1⁺⁺		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2⁺⁺		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101⁺		The following financial information (unaudited) from Unifi, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 30, 2018, filed February 6, 2019, formatted in eXtensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

	UNIFI, INC.
	(Registrant)

Date: February 6, 2019	By:	/s/ CHRISTOPHER A. SMOSNA
		Christopher A. Smosna
		Vice President, Treasurer & Interim Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)