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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended Commission File
June 30, 1996 Number 1-10542
- -------------------------- ----------------
UNIFI, INC.
----------------------
(Exact name of Registrant as specified in its charter)
New York 11-2165495
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina 27410
- --------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including a/c: (910) 294-4410
-------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class On Which Registered
- ------------------------------ -----------------------
Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
----
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
-----
Aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of August 5, 1996, based on a closing price
of $27.50 per share: $1,683,620,153
Number of shares outstanding as of August 5, 1996: 64,494,523
Documents Incorporated By Reference
Portions of the Annual Report to Shareholders of Unifi, Inc. for
the fiscal year ended June 30, 1996, are incorporated by
reference into Parts I and II hereof.
Portions of the definitive proxy statement for the Annual Meeting
of the Shareholders of Unifi, Inc., to be held on October 24,
1996, are incorporated by reference into Part III.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
index is located on pages IV-1 through IV-6.
PART I
Item 1. Business:
- ------------------
Unifi, Inc., a New York corporation formed in 1969, together
with its subsidiaries, hereinafter set forth, (the "Company" or
"Unifi"), is engaged predominantly in the business of processing
yarns by: texturing of synthetic filament polyester and nylon
fiber; and spinning of cotton and cotton blend fibers.
The Company's texturing operation mainly involves purchasing
partially oriented yarn (POY), which is either raw polyester or
nylon filament fiber, from chemical manufacturers and using high
speed machines to draw, heat and twist the POY to produce yarns
having various physical characteristics, depending upon its
ultimate end use. The Company's spinning operation mainly
involves the spinning on open-end spindles of cotton, cotton and
undyed synthetic blends, and cotton and pre-dyed polyester blends
into yarns of different strengths and thickness.
The Company currently sells textured polyester yarns, nylon
yarns, dyed yarns, covered yarns, spun yarns made of cotton,
cotton and undyed synthetic blends, pre-dyed cotton blends, and
cotton and pre-dyed polyester blends domestically and
internationally to weavers and knitters who produce fabrics for
the apparel, industrial, hosiery, home furnishing, auto
upholstery, activewear, and underwear markets.
The Company, internationally, has manufacturing facilities
in Letterkenny, County Donegal, Republic of Ireland, which
texturizes polyester, as well as producing its own polymer (POY).
SOURCES AND AVAILABILITY OF RAW MATERIALS:
A. POY. The primary suppliers of POY to the Company are E.
I. DuPont de Nemours and Company, Hoechst Celanese Corporation,
Wellman Industries, Cookson Fibers, Inc., and Nan Ya Plastics
Corp. of America with the majority of the Company's POY being
supplied by DuPont. Although the Company is heavily dependent
upon a limited number of suppliers, the Company has not had and
does not anticipate any material difficulty in obtaining its raw
POY.
B. Cotton. The Company buys its cotton, which is a
commodity and is traded on established markets, from brokers such
as Staple Cotton Coop., Dunavant Enterprises, Conti-Cotton,
HoHenBerg Brothers Co., Allenberg Cotton Co., and Carolina Cotton
Growers. The Company has not had and does not anticipate any
material difficulty in obtaining cotton.
PATENTS AND LICENSES: The Company currently has several
patents and registered trademarks, none of which it considers
material to its business as a whole.
I-1
CUSTOMERS: The Company in fiscal year ended June 30, 1996,
sold textured and spun yarns to approximately 1,000 customers,
one customer's purchases were approximately 12% of net sales
during said period, the ten largest customers accounted for
approximately 33% of total net sales and the Company does not
believe that it is dependent on any one customer.
BACKLOG: The Company, other than in connection with certain
foreign sales and for textured yarns that are package dyed
according to customers' specifications, does not manufacture to
order. The Company's products can be used in many ways and can
be thought of in terms of a commodity subject to the laws of
supply and demand and, therefore, does not have what is
considered a backlog of orders. In addition, the Company does
not consider its products to be seasonal ones.
COMPETITIVE CONDITIONS: The textile industry in which the
Company currently operates is keenly competitive. The Company
processes and sells high-volume commodity products, pricing is
highly competitive with product quality and customer service
being essential for differentiating the competitors within the
industry. Product quality insures manufacturing efficiencies for
the customer. The Company's polyester and nylon yarns, dyed
yarns, covered yarns and cotton and cotton blend yarns compete
with a number of other domestic producers of such yarns. In the
sale of polyester filament yarns major competitors are Atlas Yarn
Company, Inc., Burlington Industries, Inc., and Milliken &
Company; in the sale of nylon yarns, dyed yarns, and covered
yarns major competitors are Jefferson Mills, Inc., Spanco Yarns,
Inc., Regal Manufacturing Company, and Spectrum Dyed Yarns, Inc.;
and in the sale of cotton and cotton blend yarns major
competitors are Parkdale Mills, Inc., Avondale Mills, Inc.,
Harriett & Henderson, Mayo Yarns, Inc., and TNS Mills, Inc.
RESEARCH AND DEVELOPMENT: The estimated amount spent during
each of the last three fiscal years on Company-sponsored and
Customer-sponsored research and development activities is
considered immaterial.
COMPLIANCE WITH CERTAIN GOVERNMENT REGULATIONS: Management
of the Company believes that the operation of the Company's
production facilities and the disposal of waste materials are
substantially in compliance with applicable laws and regulations.
EMPLOYEES: The number of employees of the Company is
approximately 6,700 full-time employees.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
INTERNATIONAL OPERATIONS AND EXPORT SALES: The information
included under the heading "Business Segments and Foreign
Operations" on Page 23 of the Annual Report of the Company to
Shareholders for the fiscal year ended June 30, 1996, is
incorporated herein by reference.
I-2
Item 2. Description of Property:
- ---------------------------------
The Company currently maintains a total of 21 manufacturing
and warehousing facilities and one central distribution center in
North Carolina, one manufacturing and related warehousing
facility in Staunton, Virginia, one central distribution center
in Fort Payne, Alabama, and one manufacturing and related
warehousing facility in Letterkenny, County of Donegal, Republic
of Ireland. All of these facilities, which contain approximately
7,922,953 square feet of floor space, are owned in fee and
management believes they are in good condition, well maintained,
and are suitable and adequate for present production.
The Company leases sales offices and/or apartments in New
York City, Coleshill, England, and Lyon, France, and has a
representative office in Tokyo, Japan.
The Company also leases its corporate headquarters building
at 7201 West Friendly Avenue, Greensboro, North Carolina, which
consists of a building containing approximately 121,125 square
feet located on a tract of land containing approximately 8.99
acres. This property is leased from NationsBank, Trustee under
the Unifi, Inc. Profit Sharing Plan and Trust, and Wachovia Bank
& Trust Company, N.A., Independent Trustee. On May 20, 1996, the
Company exercised its option to extend the term of the lease on
this property for five (5) years, through March 13, 2002.
Reference is made to a copy of the lease agreement attached to
the Registrant's Annual Report on Form 10-K as Exhibit (10d) for
the fiscal year ended June 28, 1987, which is by reference
incorporated herein.
The information included under "Leases, Commitments and
Concentrations of Credit Risk" on Pages 22 and 23 of the Annual
Report of the Company to Shareholders for fiscal year ended June
30, 1996, is incorporated herein by reference.
Item 3. Legal Proceedings:
- ---------------------------
The Company is not currently involved in any litigation
which is considered material, as that term is used in Item 103 of
Regulation S-K.
Item 4. Submission of Matters to a Vote of Security Holders:
- -------------------------------------------------------------
No matters were submitted to a vote of security holders
during the fourth quarter for the fiscal year ended June 30,
1996.
I-3
PART II
Item 5. Market for the Registrant's Common Equity and Related
- --------------------------------------------------------------
Stockholder Matters.
--------------------
(a)(c) PRICE RANGE OF COMMON STOCK AND DIVIDENDS PAID.
The information included under the heading "Market and
Dividend Information (Unaudited)" on Page 28 of the Annual Report
of the Company to Shareholders for the fiscal year ended June
30, 1996, is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Record Holders
(as of August 5, 1996)
Common Stock, $.10 par value 1,206
(c) CASH DIVIDEND POLICY. In April 1990, the Board of
Directors of the Company adopted a resolution that it intended to
pay a cash dividend in quarterly installments equal to
approximately thirty percent (30%) of the earnings after taxes of
the Company for the previous year, payable as hereafter declared
by the Board of Directors. Prior to this action by the Board of
Directors, the Company had since 1978 followed a policy of
retaining earnings for working capital, acquisitions, capital
expansion and modernization of existing facilities. The Company
paid a quarterly dividend of $.13 per share on its common stock
for each quarter of the 1996 fiscal year. The Board of Directors
in July 1996, declared a cash dividend in the amount of $.11 per
share on each issued and outstanding share of the common stock of
the Company, payable on August 9, 1996, to shareholders of record
at the close of business on August 2, 1996.
Item 6. Selected Financial Data:
- ---------------------------------
The financial data for the five fiscal years included under
the heading "Summary of Selected Financial Data" on Page 27 of
the Annual Report of the Company to Shareholders for the fiscal
year ended June 30, 1996, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
- ----------------------------------------------------------
Condition and Results of Operations:
------------------------------------
The information included under the heading "Management's
Review and Analysis of Operations and Financial Position" on
Pages 24, 25, and 26 of the Annual Report of the Company to
Shareholders for the fiscal year ended June 30, 1996, is
incorporated herein by reference.
II-1
Item 8. Financial Statements and Supplementary Data:
- -----------------------------------------------------
The report of independent auditors, consolidated financial
statements and notes beginning on Page 13 and ending on Page 23
and the information included under the heading "Quarterly Results
(Unaudited)" on Page 27 of the Annual Report of the Company to
Shareholders for the fiscal year ended June 30, 1996, are
incorporated herein by reference.
Item 9. Change in and Disagreements With Accountants on
- --------------------------------------------------------
Accounting and Financial Disclosure:
------------------------------------
The Company has not changed accountants nor are there any
disagreements with its accountants, Ernst & Young LLP, on
accounting and financial disclosure that should be reported
pursuant to Item 304 of Regulation S-K.
II-2
PART III
Item 10. Directors and Executive Officers of Registrant and
- ------------------------------------------------------------
Compliance with Section 16(a) of the Exchange Act:
--------------------------------------------------
(a) Directors of Registrant: The information included
under the headings "Election of Directors", "Nominees for
Election as Directors", "Security Holding of Directors, Nominees,
and Executive Officers", "Directors' Compensation", and
"Committees of the Board of Directors", beginning on Page 2 and
ending on Page 5 of the definitive proxy statement filed with the
Commission since the close of the Registrant's fiscal year ended
June 30, 1996, and within 120 days after the close of said fiscal
year, are incorporated herein by reference.
(b) Identification of Executive Officers:
Chairman of The Board of Directors
- ----------------------------------
G. Allen Mebane Mr. Mebane is 67 and has been an Executive
Officer and member of the Board of Directors of the Company since
1971, and served as President and Chief Executive Officer of the
Company, relinquishing these positions in 1980 and 1985,
respectively. He was the Chairman of the Board of Directors for
many years, Chairman of the Executive Committee from 1974 to
1995, and was elected as one of the three members of the Office
of Chairman on August 8, 1991. On October 22, 1992, Mr. Mebane
was again elected as Chairman of the Board of Directors.
President and Chief Executive Officer
- -------------------------------------
William T. Kretzer Mr. Kretzer is 50 and served as a Vice
President or Executive Vice President from 1971 until 1985. He
has been the President and Chief Executive Officer since 1985.
He has been a member of the Board of Directors since 1985 and has
been Chairman of the Executive Committee since 1995.
Executive Vice Presidents
- -------------------------
Jerry W. Eller Mr. Eller is 55 and has been a Vice
President or Executive Vice President since 1975. He has been a
member of the Board of Directors since 1985 and is a member of
the Executive Committee.
Robert A. Ward Mr. Ward is 56 and has been a Vice President
or Executive Vice President since 1974. He has been a member of
the Board of Directors since its inception in 1971 and is a
member of the Executive Committee.
III-1
G. Alfred Webster Mr. Webster is 48 and has been a Vice
President or Executive Vice President since 1979. He has been a
member of the Board of Directors since 1986 and is a member of
the Executive Committee.
Senior Vice Presidents
- ----------------------
Kenneth L. Huggins Mr. Huggins is 52, had been an employee
of Macfield, Inc., since 1970 and, at the time of the Macfield
merger with Unifi, was serving as a Vice President of Macfield,
and President of Macfield's Dyed Yarn Division. He was a
Director of Macfield from 1989 until August 8, 1991, when
Macfield, merged into and with Unifi. He is Senior Vice
President and also Assistant to the President.
Raymond W. Maynard Mr. Maynard is 53 and has been a Vice
President of the Company since June 27, 1971, and a Senior Vice
President since October 22, 1992.
These officers were elected by the Board of Directors of the
Registrant at the Annual Meeting of the Board of Directors held
on October 19, 1995. Each officer was elected to serve until the
next Annual Meeting of the Board of Directors or until his
successor was elected and qualified.
(c) Family Relationship: Mr. Mebane, Chairman of the
Board, and Mr. C. Clifford Frazier, Jr., the Secretary of the
Registrant, are first cousins. Except for this relationship,
there is no family relation between any of the Officers.
(d) Compliance with Section 16(a) of the Exchange Act:
Based solely upon the review of the Form 3's and 4's and
amendments thereto, furnished to the Company during the most
recent fiscal year, no Form 3's or Form 4's were filed late by a
director, officer, or beneficial owner of more than ten percent
of any class of equity securities of the Company. The Company
received written representation from reporting persons that Form
5's were not required.
Item 11. Executive Compensation:
- ---------------------------------
The information set forth under the headings "Compensation
and Option Committees Interlocks and Insider Participation in
Compensation Decisions", "Executive Officers and Their
Compensation", "Employment and Termination Agreements", "Options
Granted", "Option Exercises and Option/SAR Values", the "Report
of the Compensation and Incentive Stock Option Committees on
Executive Compensation", and the "Performance Graph-Shareholder
Return on Common Stock", beginning on Page 6 and ending on Page
10 of the Company's definitive proxy statement filed with the
Commission since the close of the Registrant's fiscal year ended
June 30, 1996, and within 120 days after the close of said fiscal
year, are incorporated herein by reference.
For additional information regarding executive compensation
reference is made to Exhibits (10l), (10m), and (10n) of this
Form 10-K.
III-2
Item 12. Security Ownership of Certain Beneficial Owners and Management:
- -------------------------------------------------------------------------
Security ownership of certain beneficial owners and
management is the same as reported under the heading "Information
Relating to Principal Security Holders" on Page 2 of the
definitive proxy statement and under the heading "Security
Holding of Directors, Nominees and Executive Officers" on Page 4
and Page 5 of the definitive proxy statement filed with the
Commission pursuant to Regulation 14(a) within 120 days after the
close of the fiscal year ended June 30, 1996, which are hereby
incorporated by reference.
Item 13. Certain Relationships and Related Transactions:
- ---------------------------------------------------------
The information included under the heading "Compensation and
Option Committees Interlocks and Insider Participation In
Compensation Decisions", on Page 6 of the definitive proxy
statement filed with the Commission since the close of the
Registrant's fiscal year ended June 30, 1996, and within 120 days
after the close of said fiscal year, is incorporated herein by
reference.
III-3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNIFI, INC.
September 27, 1996 BY: ROBERT A. WARD
Robert A. Ward, Executive Vice
President - Finance and
Administration
September 27, 1996 BY: WILLIAM T. KRETZER
William T. Kretzer, President
(Chief Executive Officer)
September 27, 1996 BY: WILLIS C. MOORE
Willis C. Moore, Vice President
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities and Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated:
September 27, 1996 Chairman G. ALLEN MEBANE
and Director G. Allen Mebane
September 27, 1996 President, Chief WILLIAM T. KRETZER
Executive Officer William T. Kretzer
and Director
September 27, 1996 Executive Vice ROBERT A. WARD
President and Robert A. Ward
Director
September 27, 1996 Executive Vice JERRY W. ELLER
President and Jerry W. Eller
Director
September 27, 1996 Executive Vice G. ALFRED WEBSTER
President and G. Alfred Webster
Director
September 27, 1996 Director CHARLES R. CARTER
Charles R. Carter
September 27, 1996 Director KENNETH G. LANGONE
Kenneth G. Langone
September 27, 1996 Director
J.B. Davis
September 27, 1996 Director DONALD F. ORR
Donald F. Orr
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- --------------------------------------------------------------------------
(a) 1. Financial Statements
The following financial statements and report of independent
auditors included in the Annual Report of Unifi, Inc. to its
Shareholders for the fiscal year ended June 30, 1996, are incorporated
herein by reference. With the exception of the aforementioned
information and the information incorporated by reference in
Items 1, 2, 5, 6, 7 and 8 herein, the 1996 Annual Report to
shareholders is not deemed to be filed as part of this report.
Annual
Report
Pages
-------
Consolidated Balance Sheets at June 30, 1996
and June 25, 1995 14
Consolidated Statements of Income for the
Years Ended June 30, 1996, June 25, 1995,
and June 26, 1994 15
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
June 30, 1996, June 25, 1995 and June 26,
1994 16
Consolidated Statements of Cash Flows for
the Years Ended June 30, 1996, June 25,
1995 and June 26, 1994 17
Notes to Consolidated Financial Statements 18 - 23
Report of Independent Auditors 13
(a) 2. Financial Statement Schedules Form 10-K
Pages
Schedules for the three years ended June 30, 1996:
II - Valuation and Qualifying Accounts IV-6
Schedules other than those above are omitted because they
are not required, are not applicable, or the required information
is given in the consolidated financial statements or notes
thereto.
IV-1
Individual financial statements of the Registrant have been
omitted because it is primarily an operating company and all
subsidiaries included in the consolidated financial statements
being filed, in the aggregate, do not have minority equity
interest and/or indebtedness to any person other than the
Registrant or its consolidated subsidiaries in amounts which
together exceed 5% of the total assets as shown by the most
recent year end consolidated balance sheet.
(a) 3. Exhibits
(2a-1) Form of Agreement and Plan of Merger, dated as of
May 24, 1991, by and between Unifi, Inc. and
Macfield, Inc., including exhibits, filed as
Exhibit 2.1 to Unifi, Inc.'s Registration
Statement on Form S-4 (Registration No. 33-40828),
which is incorporated herein by reference.
(2a-2) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the merger of Macfield, Inc. with
and into Unifi, Inc. and related exhibits, filed
with the Securities and Exchange Commission on
August 8, 1991, which is incorporated herein by
reference.
(2a-3) Form of Agreement and Reverse Triangular Merger,
dated February 10, 1993, by and between Unifi,
Inc. and Vintage Yarns, Inc., filed as Exhibit 2.1
to Unifi, Inc.'s Registration Statement on Form
S-4 (Registration No. 33-58282), which is
incorporated herein by reference.
(2a-4) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the Reverse Triangular Merger,
where Vintage Yarns, Inc. became a wholly-owned
subsidiary of Unifi, and related exhibits, filed
with the Securities and Exchange Commission on May
10, 1993, which is incorporated herein by
reference.
(2a-5) Form of Agreement and Plan of Triangular Merger,
dated July 15, 1993, by and between Unifi, Inc.
and Pioneer Yarn Mills, Inc., Pioneer Spinning,
Inc., Edenton Cotton Mills, Inc., and Pioneer
Cotton Mill, Inc., (the "Pioneer Corporations"),
filed as Exhibit 2.1 to Unifi, Inc's Registrations
Statement on Form S-4 (Registration No. 33-65454),
which is incorporated herein by reference.
(2a-6) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' Interim
Combined Financial Statements (Unaudited) and
Unifi, Inc.'s, and the Pioneer Corporations'
Proforma Combined Interim Financial Information
(Unaudited), and related exhibits, filed with the
Securities and Exchange Commission on September 2,
1993, which is incorporated herein by reference.
(2a-7) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' merger with
and into USY, and related exhibits filed with the
Securities and Exchange Commission on November 5,
1993, which is incorporated herein by reference.
IV-2
(3a) Restated Certificate of Incorporation of Unifi,
Inc., dated July 21, 1994, (filed as Exhibit (3a)
with the Company's Form 10-K for the Fiscal Year
ended June 26, 1994), which is incorporated herein
by reference.
(3b) Restated By-Laws of Unifi, Inc., filed herewith.
(4a) Specimen Certificate of Unifi, Inc.'s common
stock, filed as Exhibit 4(a) to the Registration
Statement on Form S-1, (Registration No. 2-45405),
which is incorporated herein by reference.
(10a) *Unifi, Inc. 1982 Incentive Stock Option Plan, as
amended, filed as Exhibit 28.2 to the Registration
Statement on Form S-8, (Registration No.
33-23201), which is incorporated herein by
reference.
(10b) *Unifi, Inc. 1987 Non-Qualified Stock Option Plan,
as amended, filed as Exhibit 28.3 to the
Registration Statement on Form S-8, (Registration
No. 33-23201), which is incorporated herein by
reference.
(10c) *Unifi, Inc. 1992 Incentive Stock Option Plan,
effective July 16, 1992, (filed as Exhibit (10c)
with the Company's Form 10-K for the fiscal year
ended June 27, 1993), and included as Exhibit 99.2
to the Registration Statement on Form S-8
(Registration No. 33-53799), which are
incorporated herein by reference.
(10d) *Unifi, Inc.'s Registration Statement for selling
Shareholders, who are Directors and Officers of
the Company, who acquired the shares as stock
bonuses from the Company, filed on Form S-3
(Registration No. 33-23201), which is incorporated
herein by reference.
(10e) Unifi Spun Yarns, Inc.'s 1992 Employee Stock
Option Plan filed as Exhibit 99.3 to the
Registration Statement on Form S-8 (Registration
No. 33-53799), which is incorporated herein by
reference.
(10f) *Unifi, Inc.'s 1996 Incentive Stock Option Plan
adopted in April, 1996, subject to shareholders'
approval at their annual meeting in October, 1996,
filed herewith.
(10g) *Unifi, Inc.'s 1996 Non-Qualified Stock Option
Plan adopted in April, 1996, subject to
shareholders' approval at their annual meeting in
October, 1996, filed herewith.
(10h) Lease Agreement, dated March 2, 1987, between
NationsBank, Trustee under the Unifi, Inc. Profit
Sharing Plan and Trust, Wachovia Bank and Trust
Co., N.A., Independent Fiduciary, and Unifi, Inc.,
(filed as Exhibit (10d) with the Company's Form
10-K for the fiscal year ended June 28, 1987),
which is incorporated herein by reference.
IV-3
(10i) Factoring Contract and Security Agreement and a
Letter Amendment thereto, all dated as of May 25,
1994, by and between Unifi, Inc. and CIT
Group/DCC, Inc., (filed as Exhibit (10g) with the
Company's Form 10-K for the fiscal year ended
June 26, 1994), which are incorporated herein by
reference.
(10j) Factoring Contract and Security Agreement, dated
as of May 2, 1988, between Macfield, Inc., and
First Factors Corp., and First Amendment thereto,
dated September 28, 1990, (both filed as Exhibit
(10g) with the Company's Form 10-K for the fiscal
year ended June 30, 1991), and Second Amendment to
the Factoring Contract and Security Agreement,
dated March 1, 1992, (filed as Exhibit (10g)
with the Company's Form 10-K for the fiscal year
ended June 28, 1992), and Letter Agreement dated
August 31, 1993 and Amendment to Factoring
Contract and Security Agreement dated January 5,
1994, (filed as Exhibit (10h) with the Company's
Form 10-K for the fiscal year ended June 26,
1994), which are incorporated herein by reference.
(10k) Factoring Agreement dated August 23, 1995, and a
Letter Amendment thereto dated October 16, 1995,
by and between Unifi, Inc. and Republic Factors
Corp., filed herewith.
(10l) *Employment Agreement between Unifi, Inc. and G.
Allen Mebane, dated July 19, 1990, (filed as
Exhibit (10h) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), which is
incorporated herein by reference.
(10m) *Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated July 19, 1990, (filed as
Exhibit 10(i) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), and Amendment to
Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated October 22, 1992 (filed
as Exhibit (10j) with the Company's Form 10-K for
fiscal year ended June 27, 1993), which are
incorporated herein by reference.
(10n) *Severance Compensation Agreement between Unifi,
Inc. and William T. Kretzer, dated July 20, 1996,
expiring on July 19, 1999 (similar agreements were
signed with G. Allen Mebane, Robert A. Ward, Jerry
W. Eller and G. Alfred Webster), filed herewith.
(10o) Credit Agreement, dated April 15, 1996, by and
between Unifi, Inc. and The Several Lenders from
Time to Time Party thereto and NationsBank, N.A.
as agent, filed herewith.
(11) Computation of Earnings per share.
(13a) Portions of Unifi, Inc.'s 1996 Annual Report to
Shareholders which are incorporated herein by
reference, as a part of this Form 10-K for fiscal
year ended June 30, 1996, filed herewith.
IV-4
(13b-1) Report of Independent Auditors/Ernst & Young LLP -
on the Consolidated Financial Statements of Unifi,
Inc. as of June 30, 1996 and each of the three
years in the period ended June 30, 1996.
(21) Subsidiaries of Unifi, Inc.
(23) Consent of Ernst & Young LLP
(27) Financial Data Schedule
(b) Reports on Form 8-K
(i) Form 8-K dated April 15, 1996 and filed with the commission
on April 26, 1996, was filed during the Company's fourth
quarter to report the redemption of its $230 million, six
percent (6%) Convertible Subordinated Notes due in 2002.
* NOTE: These Exhibits are management contracts or compensatory
plans or arrangements required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report.
IV-5
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
UNIFI, INC. AND SUBSIDIARIES
JUNE 30, 1996
(in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- --------- -------- ---------
Additions
-------------------
Balance Charged Charged to Balance
at to Other at
Beginning of Costs and Accounts- Deductions-End of
Description Period Expenses Describe Describe Period
- -----------------------------------------------------------------
Allowance for doubtful accounts:
Year ended June 30, 1996
$ 6,452 $3,660 $ - $(3,517)(a) $ 6,595
Year ended June 25, 1995
4,302 5,524 - (3,374)(a) 6,452
Year ended June 26, 1994
3,675 4,626 25 (4,024)(a) 4,302
(a) Includes uncollectible accounts written off and
customer claims paid, net of certain recoveries.
Unrealized (gains)/losses on certain investments:
Year ended June 30, 1996
$ (1,835) $ - $ 1,835 (b) $ - $ -
Year ended June 25, 1995
1,445 - (3,280) (c) - (1,835)
Year ended June 26, 1994
1,488 - (43) (c) - 1,445
(b) Represents the change in fair market value of the related
investment securities and the entry to reflect the
disposition of the underlying investments.
(c) Represents the change in fair market value of the related
investment securities.
IV-6