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UNITED STATES
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
For the fiscal year ended Commission File
June 29, 1997 Number 1-10542
UNIFI, INC.
(Exact name of Registrant as specified in its charter)
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)
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, 1997, based on a closing price of $38.4375 per
share: $2,270,298,464.53
Number of shares outstanding as of August 5, 1997: 61,143,838
Documents Incorporated By Reference
Portions of the Annual Report to Shareholders of Unifi, Inc. for the fiscal year
ended June 29, 1997, 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 23, 1997, 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 cotton 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 POY.
On June 30, 1997, Unifi and Parkdale Mills, Inc. ("Parkdale") entered into
a joint venture combining all of Unifi's cotton spinning operations with
certain of Parkdale's spun yarn assets into a new company named "Parkdale
America, LLC" (the "LLC"). Parkdale is the majority owner of the LLC and
manages the day-to-day operations of the LLC. For further information on this
matter, reference is made to Unifi's Form 8-K dated June 30, 1997, and filed
with the Securities and Exchange Commission (the "SEC" or "Commission") on
July 15, 1997, which is incorporated herein by reference. All further
reference to Unifi's cotton spinning operations in this report should be read
in light of the Parkdale transaction.
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.
I-1
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.
CUSTOMERS: The Company in fiscal year ended June 29, 1997, sold
textured and spun yarns to approximately 1,400 customers, no one customer's
purchases exceeded 10% of net sales during said period, the ten largest
customers accounted for approximately 29% 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.
I-2
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 full-time employees of the Company is
approximately 7,000.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC INTERNATIONAL
OPERATIONS AND EXPORT SALES: The information included under the heading
"Business Segments, Foreign Operations and Concentrations of Credit Risk" on
Page 26 of the Annual Report of the Company to the Shareholders for the
fiscal year ended June 29, 1997, is incorporated herein by reference.
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, with the exception of the six (6) plant
facilities leased from NationsBanc Leasing & R.E. Corporation pursuant to a
sales-leaseback agreement entered on May 20, 1997, 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,
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 and Commitments" on Page 25 of
the Annual Report of the Company to Shareholders for fiscal year ended June
29, 1997, is incorporated herein by reference.
I-3
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 29, 1997.
I-4
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 32 of the Annual Report of the Company to
Shareholders for the fiscal year ended June 29, 1997, is incorporated herein
by reference.
(b) Approximate Number of Equity Security Holders:
Title of Class Number of Record Holders
(as of August 5, 1997)
Common Stock, $.10 par value 1,065
(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 $.11 per share on its common stock for each quarter of the 1997 fiscal
year. The Board of Directors in July, 1997, declared a cash dividend in the
amount of $.14 per share on each issued and outstanding share of the common
stock of the Company, payable on August 8, 1997, to shareholders of record at
the close of business on August 1, 1997.
Item 6. Selected Financial Data:
The financial data for the five fiscal years included under the heading
"Summary of Selected Financial Data" on Page 31 of the Annual Report of the
Company to Shareholders for the fiscal year ended June 29, 1997, is
incorporated herein by reference.
II-1
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 28, 29 and 30 of the
Annual Report of the Company to Shareholders for the fiscal year ended June
29, 1997, is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
The information included under the heading "Derivative Financial
Instruments and Fair Value of Financial Instruments" on Pages 26 and 27 of
the Annual Report of the Company to Shareholders for the fiscal year ended
June 29, 1997, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data:
The report of independent auditors, consolidated financial statements
and notes beginning on Page 16 and ending on Page 27 and the information
included under the heading "Quarterly Results (Unaudited)" on Page 31 of the
Annual Report of the Company to Shareholders for the fiscal year ended June
29, 1997, 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
Holdings of Directors, Nominees, and Executive Officers", "Directors'
Compensation", and "Committees of the Board of Directors", beginning on Page
2 and ending on Page 6 of the definitive proxy statement filed with the
Commission since the close of the Registrant's fiscal year ended June 29,
1997, 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 68 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 51 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 56 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.
G. Alfred Webster Mr. Webster is 49 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.
III-1
Senior Vice Presidents
Kenneth L. Huggins Mr. Huggins is 53, 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, Inc. merged into and with Unifi. He is Senior Vice President and
also Assistant to the President.
Raymond W. Maynard Mr. Maynard is 54 and has been a Vice President of the
Company since June 27, 1971, and a Senior Vice President since October 22,
1992.
Vice Presidents
James W. Brown, Jr. Mr. Brown is 45 and was an employee of Macfield from
1973 until the Macfield merger on August 8, 1991, when he became an employee
of the Company. He became a Vice President of the Company on October 22,
1992, and he is currently serving as President of the Nylon/Covered Yarn
Division of the Company.
Stewart Q. Little Mr. Little is 43 and has been a Vice President of the
Company since October 24, 1985. He is currently serving as President of the
Polyester Division of the Company.
Willis C. Moore, III Mr. Moore is 44 and had been a Partner with Ernst &
Young, LLP, or its predecessors from 1985 until December, 1994, when he
became employed by the Company as its Chief Financial Officer. Mr. Moore was
elected as a Vice President of the Company on October 19, 1995, and is
currently serving as Vice President and Chief Financial Officer.
These officers were elected by the Board of Directors of the Registrant at
the Annual Meeting of the Board of Directors held on October 24, 1996. 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.
III-2
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 11 of the Company's
definitive proxy statement filed with the Commission since the close of the
Registrant's fiscal year ended June 29, 1997, 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.
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 Holdings 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 29, 1997, 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 29, 1997, 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 26, 1997 BY: WILLIAM T. KRETZER
------------------------------
William T. Kretzer, President and
Chief Executive Officer
September 26, 1997 BY: WILLIS C. MOORE, III
------------------------------
Willis C. Moore, III, Vice President
and Chief Financial Officer
(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 26, 1997 Chairman G. ALLEN MEBANE
and Director ------------------------------
G. Allen Mebane
September 26, 1997 President, Chief WILLIAM T. KRETZER
Executive Officer ------------------------------
and Director William T. Krezter
September 26, 1997 Executive Vice JERRY W. ELLER
President and ------------------------------
Director Jerry W. Eller
September 26, 1997 Executive Vice G. ALFRED WEBSTER
President and ------------------------------
Director G. Alfred Webster
September 26, 1997 Senior Advisor ROBERT A. WARD
to President and ------------------------------
Director Robert A. Ward
September 26, 1997 Director CHARLES R. CARTER
------------------------------
Charles R. Carter
September ___, 1997 Director -------------------------------
Kenneth G. Langone
September 26, 1997 Director DONALD F. ORR
-------------------------------
Donald F. Orr
September 26, 1997 Director J. B. DAVIS
-------------------------------
J. B. Davis
September 26, 1997 Director R. WILEY BOURNE, JR.
-------------------------------
R. Wiley Bourne, Jr.
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 29, 1997, 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, 7A and 8 herein, the 1997
Annual Report to shareholders is not deemed to be filed as part of this
report.
Annual
Report
Pages
Consolidated Balance Sheets at June 29, 1997
and June 30, 1996 17
Consolidated Statements of Income for the
Years Ended June 29, 1997, June 30, 1996,
and June 25, 1995 18
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
June 29, 1997, June 30, 1996, and June 25,
1995 19
Consolidated Statements of Cash Flows for
the Years Ended June 29, 1997, June 30,
1996, and June 25, 1995 20
Notes to Consolidated Financial Statements 21 - 27
Report of Independent Auditors 16
(a) 2. Financial Statement Schedules
Form 10-K
Pages
Schedules for the three years ended June 29, 1997:
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 Mills,
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
(2a-8) Contribution Agreement, dated June 30, 1997, by and between Parkdale
Mills, Inc., Unifi, Inc., UNIFI Manufacturing, Inc. and Parkdale
America, LLC, filed as Exhibit (2) to Unifi's Form 8-K with the
Commission on July 15, 1997, which is incorporated herein by reference.
(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, (filed as Exhibit
10(f) with the Company's Form 10-K for the fiscal year-ended June 30,
1996), which is incorporated herein by reference.
(10g) *Unifi, Inc.'s 1996 Non-Qualified Stock Option Plan, (filed as Exhibit
10(g) with the Company's Form 10-K for fiscal year-ended June 30,
1996), which is incorporated herein by reference.
IV-3
(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.
(10i) Factoring Contract and Security Agreement and a Letter Amendment
thereto, all dated as of May 25, 1994, by and between Unifi, Inc. and
the 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 as Exhibit (10k) with the Company's
Form 10-K for the fiscal year ended June 30, 1996), which is
incorporated herein by reference.
(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 (10i) 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 as Exhibit (10n) with the
Company's Form 10-K for fiscal year ended June 30, 1996), which is
incorporated herein by reference.
IV-4
(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 as Exhibit (10o) with the Company's Form 10-K
for the fiscal year ended June 30, 1996), which is incorporated herein
by reference.
(10p) Lease Agreement, dated May 20, 1997, by and between NationsBanc
Leasing & R.E. Corporation and UNIFI Manufacturing, Inc., filed
herewith.
(11) Computation of Earnings per share.
(13a) Portions of Unifi, Inc.'s 1997 Annual Report to Shareholders which are
incorporated herein by reference, as a part of this Form 10-K for
fiscal year ended June 29, 1997, filed herewith.
(13b-1)Report of Independent Auditors/Ernst & Young LLP - on the Consolidated
Financial Statements of Unifi, Inc. as of June 29, 1997 and each of
the three years in the period ended June 29, 1997.
(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 June 30, 1997, and filed with the commission on
July 15, 1997, was filed to report the Company's entering into a
Contribution Agreement with Parkdale Mills, Inc. concerning its
cotton spinning operations.
* 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 29, 1997
(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 29, 1997 $ 6,595 $ 4,390 $ -- $ (5,523) (a) $ 5,462
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
(a) Included uncollectible accounts written off and customer claims paid, net of
certain recoveries.
Unrealized (gains)/losses on certain investments:
Year ended June 29, 1997 $ -- $ -- $ -- $ -- $ --
Year ended June 30, 1996 (1,835) -- 1,835 (b) -- --
Year ended June 25, 1995 1,445 -- (3,280)(c) -- (1,835)
(b Represents the change in fair market value of the related investment
securities and the entry to reflect the dispostion of the underlying
investments.
(c) Represents the change in fair market value of the related investment
securities.
IV-6