EX-99.1 2 ufi-ex991_6.htm EX-99.1 ufi-ex991_6.htm

Exhibit 99.1

 

Unaudited Pro Forma Condensed Consolidated Financial Statements

On April 29, 2020, Unifi, Inc. (the “Company”) sold its 34% interest in Parkdale America, LLC (the “PAL Investment”) to the existing majority partner, Parkdale, Incorporated, and received $60.0 million in cash (collectively, the transaction is referred to as the “PAL Disposition”).  The accompanying pro forma condensed consolidated financial statements illustrate the effect of the PAL Disposition on the Company’s financial position as of March 29, 2020 and its results of operations for the nine months ended March 29, 2020 and for the fiscal year ended June 30, 2019.

 

The unaudited pro forma condensed consolidated balance sheet as of March 29, 2020 gives effect to the PAL Disposition as if it had occurred at that date. The unaudited pro forma condensed consolidated statement of operations for the nine months ended March 29, 2020 give effect to the PAL Disposition as if it had occurred on July 1, 2019 (the first day of the interim period ended March 29, 2020). The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2019 give effect to the PAL Disposition as if it had occurred on June 25, 2018 (the first day of the fiscal year ended June 30, 2019).

 

In accordance with SEC regulations, these unaudited pro forma condensed consolidated financial statements reflect adjustments to the extent they are directly attributable to the sale, are factually supportable and, for statement of operations purposes, are expected to have a continuing impact on the Company’s results of operations. The “As Reported” column in the unaudited pro forma condensed consolidated financial statements reflects the Company’s historical condensed consolidated financial statements for the periods presented and does not reflect any adjustments related to the PAL Disposition and related events.

 

These unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and are for informational purposes only. The unaudited pro forma condensed consolidated financial statements do not purport to indicate the results that would have been obtained had the PAL Disposition been completed on the assumed date, for the periods presented, or which may be realized in the future. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended June 30, 2019 and quarterly report on Form 10-Q for the quarter ended March 29, 2020.

 



UNIFI, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS

AT MARCH 29, 2020

(In thousands)

 

  

 

As Reported

 

 

Pro Forma

 

 

Pro Forma

 

 

 

March 29, 2020

 

 

Adjustments

 

 

March 29, 2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,393

 

 

$

26,100

 

(1)

$

59,493

 

Receivables, net

 

 

86,376

 

 

 

 

 

 

86,376

 

Inventories

 

 

124,146

 

 

 

 

 

 

124,146

 

Income taxes receivable

 

 

589

 

 

 

 

 

 

589

 

Other current assets

 

 

18,477

 

 

 

 

 

 

18,477

 

Total current assets

 

 

262,981

 

 

 

26,100

 

 

 

289,081

 

Property, plant and equipment, net

 

 

206,993

 

 

 

 

 

 

206,993

 

Operating lease assets

 

 

6,084

 

 

 

 

 

 

6,084

 

Deferred income taxes

 

 

5,943

 

 

 

 

 

 

5,943

 

Investments in unconsolidated affiliates

 

 

58,854

 

 

 

(56,641

)

(2)

 

2,213

 

Other non-current assets

 

 

2,187

 

 

 

 

 

 

2,187

 

Total assets

 

$

543,042

 

 

$

(30,541

)

 

$

512,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

40,862

 

 

$

 

 

$

40,862

 

Accrued expenses

 

 

15,347

 

 

 

 

 

 

15,347

 

Income taxes payable

 

 

5,841

 

 

 

 

 

 

5,841

 

Current operating lease liabilities

 

 

1,709

 

 

 

 

 

 

1,709

 

Current portion of long-term debt

 

 

14,112

 

 

 

 

 

 

14,112

 

Total current liabilities

 

 

77,871

 

 

 

 

 

 

77,871

 

Long-term debt

 

 

118,827

 

 

 

(33,900

)

(3)

 

84,927

 

Non-current operating lease liabilities

 

 

4,481

 

 

 

 

 

 

4,481

 

Other long-term liabilities

 

 

8,029

 

 

 

 

 

 

8,029

 

Deferred income taxes

 

 

5

 

 

 

 

 

 

5

 

Total liabilities

 

 

209,213

 

 

 

(33,900

)

 

 

175,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.10 par value

 

 

1,845

 

 

 

 

 

 

1,845

 

Capital in excess of par value

 

 

61,080

 

 

 

 

 

 

61,080

 

Retained earnings

 

 

335,971

 

 

 

 

 

 

335,971

 

Accumulated other comprehensive loss

 

 

(65,067

)

 

 

3,359

 

(4)

 

(61,708

)

Total shareholders’ equity

 

 

333,829

 

 

 

3,359

 

 

 

337,188

 

Total liabilities and shareholders’ equity

 

$

543,042

 

 

 

(30,541

)

 

$

512,501

 

 

(1)

The adjustment of $26,100 to the pro forma condensed consolidated balance sheet gives effect to the amount of cash from the $60,000 cash proceeds received from the PAL Disposition after the application of the $33,900 of cash proceeds against the Company’s credit facility.

 

(2)

The adjustment of $56,641 to the pro forma condensed consolidated balance sheet gives effect to the elimination of the PAL Investment.

 

(3)

The adjustment of $33,900 to the pro forma condensed consolidated balance sheet gives effect to the application of cash proceeds received from the PAL Disposition against the Company’s credit facility.

 

(4)

The adjustment of $3,359 to the pro forma condensed consolidated balance sheet gives effect to the elimination of the cumulative translation adjustments within accumulated other comprehensive loss that are directly attributable to the PAL Investment.



UNIFI, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED MARCH 29, 2020

(In thousands)

 

  

 

As Reported

 

 

 

 

 

 

Pro Forma

 

 

 

For the Nine Months Ended

 

 

Pro Forma

 

 

For the Nine Months Ended

 

 

 

March 29, 2020

 

 

Adjustments

 

 

March 29, 2020

 

Net sales

 

$

520,454

 

 

$

 

 

$

520,454

 

Cost of sales

 

 

471,963

 

 

 

 

 

 

471,963

 

Gross profit

 

 

48,491

 

 

 

 

 

 

48,491

 

Selling, general and administrative

  expenses

 

 

35,208

 

 

 

 

 

 

35,208

 

Provision for bad debts

 

 

331

 

 

 

 

 

 

331

 

Other operating expense, net

 

 

900

 

 

 

 

 

 

900

 

Operating income

 

 

12,052

 

 

 

 

 

 

12,052

 

Interest income

 

 

(595

)

 

 

 

 

 

(595

)

Interest expense

 

 

3,589

 

 

 

(1,125

)

(1)

 

2,464

 

Equity in earnings of

  unconsolidated affiliates

 

 

(1,904

)

 

 

1,324

 

(2)

 

(580

)

Impairment of investment in

  unconsolidated affiliate

 

 

45,194

 

 

 

(45,194

)

(3)

 

 

(Loss) income before income taxes

 

 

(34,232

)

 

 

44,995

 

 

 

10,763

 

Provision for income taxes

 

 

2,758

 

 

 

530

 

(4)

 

3,288

 

Net (loss) income

 

$

(36,990

)

 

$

44,465

 

 

$

7,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.00

)

 

 

 

 

 

$

0.40

 

Diluted

 

$

(2.00

)

 

 

 

 

 

$

0.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

18,485

 

 

 

 

 

 

 

18,485

 

Diluted

 

 

18,485

 

 

 

 

 

 

 

18,738

 

 

 

(1)

The adjustment of $1,125 to the pro forma condensed consolidated statement of operations gives effect to the associated decline in interest expense resulting from the net reduction in long-term debt of $33,900. In calculating the adjustment to interest expense, the Company utilized the weighted average interest rate of its credit facility for the nine-month period ended March 29, 2020.

 

(2)

The adjustment of $1,324 to the pro forma condensed consolidated statement of operations gives effect to the elimination of the Company’s equity in earnings of Parkdale America, LLC during the nine-month period ended March 29, 2020.

 

(3)

The adjustment of $45,194 to the pro forma condensed consolidated statement of operations gives effect to the elimination of the impairment charge that was recorded during the nine-month period ended March 29, 2020 because such impairment charge relates to the facts and circumstances that were involved in selling the PAL Investment for $60,000.

 

(4)

The adjustment of $530 to the pro forma condensed consolidated statement of operations gives effect to the elimination of the tax impact associated with the Company’s equity in earnings of Parkdale America, LLC during the nine month period ended March 29, 2020. The Company has reflected no tax adjustment associated with lower interest expense due to the applicable deductibility limits on interest expense.


UNIFI, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED JUNE 30, 2019

(In thousands)

 

  

 

As Reported

 

 

Pro Forma

 

 

Pro Forma

 

 

 

Fiscal 2019

 

 

Adjustments

 

 

Fiscal 2019

 

Net sales

 

$

708,804

 

 

$

 

 

$

708,804

 

Cost of sales

 

 

642,496

 

 

 

 

 

 

642,496

 

Gross profit

 

 

66,308

 

 

 

 

 

 

66,308

 

Selling, general and administrative expenses

 

 

52,690

 

 

 

 

 

 

52,690

 

Provision for bad debts

 

 

308

 

 

 

 

 

 

308

 

Other operating expense, net

 

 

2,350

 

 

 

 

 

 

2,350

 

Operating income

 

 

10,960

 

 

 

 

 

 

10,960

 

Interest income

 

 

(628

)

 

 

 

 

 

(628

)

Interest expense

 

 

5,414

 

 

 

(1,237

)

(1)

 

4,177

 

Loss on extinguishment of debt

 

 

131

 

 

 

 

 

 

131

 

Equity in earnings of unconsolidated affiliates

 

 

(3,968

)

 

 

2,561

 

(2)

 

(1,407

)

Income before income taxes

 

 

10,011

 

 

 

(1,324

)

 

 

8,687

 

Provision for income taxes

 

 

7,555

 

 

 

(721

)

(3)

 

6,834

 

Net income

 

$

2,456

 

 

$

(603

)

 

$

1,853

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

 

 

 

 

$

0.10

 

Diluted

 

 

0.13

 

 

 

 

 

 

 

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

18,395

 

 

 

 

 

 

 

18,395

 

Diluted

 

 

18,695

 

 

 

 

 

 

 

18,695

 

 

(1)

The adjustment of $1,237 to the pro forma condensed consolidated statement of operations gives effect to the associated decline in interest expense resulting from the net reduction in long-term debt of $33,900. In calculating the adjustment to interest expense, the Company utilized the weighted average interest rate of its credit facility for the fiscal year ended June 30, 2019.

 

(2)

The adjustment of $2,561 to the pro forma condensed consolidated statement of operations gives effect to the elimination of the Company’s equity in earnings of Parkdale America, LLC for the fiscal year ended June 30, 2019.

 

(3)

The adjustment of $721 to the pro forma condensed consolidated statement of operations gives effect to the elimination of the tax impact associated with the Company’s equity in earnings of Parkdale America, LLC during the fiscal year ended June 30, 2019. The Company has reflected no tax adjustment associated with lower interest expense due to the applicable deductibility limits on interest expense.