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 25, 1995 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 4, 1995: $1,520,298,446 Number of shares outstanding as of August 4, 1995: 66,807,005
Documents Incorporated By Reference Portions of the Annual Report to shareholders of Unifi, Inc. for the fiscal year ended June 25, 1995, 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 19, 1995 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-5.
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 either open-end or ring 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 un-dyed synthetic 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, and Wellman Industries, 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 Dunavant Enterprises, HoHenBerg Brothers Co., Staple Cotton, and Stahel (America). 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, including the following: I-1
DATE ISSUED OR PATENT TITLE/DESCRIPTION PAT/APP. NO. APPLIED FOR Dye Tube Spacer For Package 8/284,305 08/02/94 Dyeing Method For Treatment of Yarn 5,387,263 12/16/93 in Package Form Yarn Package Cover 080,654 06/18/93 Wallpaper Backing 1,317,705 (Canada) 05/18/93 Nylon/Lycra Composit Yarn 5,237,808 08/24/93 Polyester Substrate (Vinyl) 5,063,108 11/05/91 Polyester Substrate (Vinyl) 5,043,208 08/27/91 Continuous Multi-Filament 4,935,293 06/19/90 Polyester Substrate Wallpaper Backing 4,925,726 05/15/90 Wallpaper Backing 4,874,019 10/17/89 Wallpaper Backing 325,028 07/26/89 (United Kingdom) Friction Discs For False- 4,129,980 12/19/78 Twist Head Apparatus for Restarting 4,125,229 11/14/78 a Broken Thread or Yarn Strand During a Winding Process Safety Guard for the Blade 4,086,698 05/02/78 of Carton Openers REGISTRATION/ DATE REGISTRATION TRADEMARK NAME SERIAL NO. FILED Sheertech 74/637666 02/22/95 Unifi 299,227 07/28/92 Quality Through Pride (Stylized) Unifi 261,913 04/02/92 Unifi (Stylized) 261,912 04/02/92 I-2
Trifi 1,703,349 07/28/92 Mactex 1,511,013 11/01/88 Bi-Dye 1,105,160 06/19/84 The Company does not have any patents, trademarks, licenses, or franchises which are material to its business as a whole. CUSTOMERS: The Company in fiscal year ended June 25, 1995, sold textured and spun yarns to approximately 1,000 customers, one customer's purchases were approximately 11% of the net sales during said period, the ten largest customers accounted for approximately 32% of the total 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 Glen Raven Mills, Inc., 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. I-3
EMPLOYEES: The number of employees of the Company is approximately 6,000 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 the Shareholders for the fiscal year ended June 25, 1995, is incorporated herein by reference. ITEM 2. DESCRIPTION OF PROPERTY: The following table sets forth the location and general character of the principal plants and other physical properties (properties) of the Company, which contain approximately 6,805,627 sq. ft. of floor space. All properties are well maintained and in good operating condition.
Approximate Location Of Area Facility (Square Feet) How Held Type of Operation Yadkinville, NC 1,831,000 Owned Texturizing of POY, ware- housing and office space Greensboro, NC 65,000 Leased (1) Executive offices Staunton, VA 424,000 Owned Texturizing of POY, ware- housing and office space Letterkenny, 488,000 Owned Production of filament County Donegal, polyester fiber, texturiz- Ireland ing facility, warehousing and office space Archdale, NC 122,000 Owned (2) Production of covered Plant No. 7 yarns and associated warehousing 301 N. Hwy St. 126,673 Owned (2) Production of covered Madison, NC yarns and associated Plant No. 14 warehousing Piedmont Street 504,000 Owned (2) Texturizing of nylon Madison, NC and polyester, and associ- Plant No. 6 ated warehousing 200 S Ayersville Rd. 79,000 Owned (2) Transportational Madison, NC Terminal Madison, NC 31,000 Owned Nylon Warehouse Decatur Warehouse I-4
Ayersville Road 314,000 Owned (2) Plant 1 - Texturizing Mayodan, NC of nylon, associated ware- Plant 1 housing and office space Ayersville Road 213,000 Owned (2) Plant 5 - Production Mayodan, NC of covered yarns and asso- Plant 5 ciated warehousing Cardwell Road 130,000 Owned (2) Dyeing facility Mayodan, NC Plant No. 15 Mayodan, NC 150,000 Owned Central Distribution CDC Center Vance Street Ext. 485,000 Owned (2) Plants 2 & 4 - Textur- Reidsville, NC izing of polyester, dyeing Plants 2 & 4 and associated warehousing SR 770 East 230,000 Owned (2) Texturizing of nylon, Stoneville, NC production of covered Plant No. 8 yarn and associated warehousing Fort Payne, AL 20,000 Owned (2) Distribution Center Distribution Center and Office Space State Road 1366 151,000 Owned (3) Spun Cotton Yarn Pro- Booneville, NC duction and office space Plant No. 1 Oakland Avenue 211,000 Owned (3) Spun Cotton Yarn Pro- Eden, NC duction and office space Plant No. 2 Oakland Avenue 195,000 Owned (3) Spun Cotton Yarn Pro- Eden, NC duction and office space Plant No. 3 U.S. Route 311 214,000 Owned (3) Spun Cotton Yarn Pro- Walnut Cove, NC duction and office space Plant No. 4 400 West Franklin St. 172,000 Owned (3) Spun Cotton Yarn Pro- Mt. Pleasant, NC duction and office space Plant No. 6 420 Elliot 114,600 Owned (4) Spun Cotton Yarn Pro- Edenton, NC duction and office space Edenton Plant I-5
2000 Boone Trail Road 137,850 Owned (4) Spun Cotton Yarn Pro- Sanford, NC duction and office space Pioneer Spinning Plant 2000 Boone Trail Road 77,520 Owned (4) Spun Cotton Yarn Pro- Sanford, NC duction and office space Pioneer Yarn Plant 1901 Boone Trail Road 245,200 Owned (4) Spun Cotton Yarn Pro- Sanford, NC duction and office space Pioneer Cotton Plant 9480 Neuville Avenue 11,200 Owned Nylon Covered Yarn and Hickory, NC Cotton Warehouse 600 River Road 63,584 Owned Spun Cotton Yarn Pro- Rockingham, NC duction and office space The Company leases sales offices and apartments in New York City and Coleshill, England, and has a representative office in Tokyo, Japan. (1) This property consists of a building containing approximately 65,000 square feet which is being used by the Company as its executive offices and is located on a tract of land containing approximately 8.99 acres and is known as 7201 West Friendly Avenue, Greensboro, North Carolina. This property is leased by Unifi, Inc. from NationsBank, Trustee under the Unifi, Inc. Profit Sharing Plan and Trust, and Wachovia Bank & Trust Company, N.A., Independent Trustee. In September, 1991, the Company exercised its option to extend the term of the lease on this property for five (5) years, through March 13, 1997. 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 year ended June 28, 1987 and which is by reference incorporated herein. (2) Acquired pursuant to the merger of Macfield into Unifi on August 8, 1991. (3) Acquired pursuant to the Reverse Triangular Merger with Unifi Spun Yarns, Inc. (formerly Vintage Yarns, Inc.) ("USY") on April 23, 1993. (4) Acquired pursuant to the Triangular Merger of the Pioneer Corporations into USY on August 18, 1993. The information included under "Leases, Commitments and Concentrations of Credit Risks" on page 23 of the Annual Report to Shareholders for fiscal year ended June 25, 1995, is incorporated herein by reference. I-6
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 the Regulations 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 25, 1995. I-7
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 27 of the Annual Report of Unifi, Inc. to its shareholders for the year ended June 25, 1995, is incorporated herein by reference. (b) Approximate Number of Equity Security Holders: TITLE OF CLASS NUMBER OF RECORD HOLDERS (AS OF AUGUST 4, 1995) Common Stock, $.10 par value 1,364 (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 $.10 per share on its common stock for each quarter of the 1995 fiscal year. The Board of Directors in July 1995, declared a cash dividend in the amount of $.13 per share on each issued and outstanding share of the common stock of the Company, payable on August 11, 1995, to shareholders of record at the close of business on August 4, 1995. (d) 6% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2002. The information contained under the heading "Long-Term Debt", regarding the Convertible Subordinated Notes, on page 21 of the Annual Report of Unifi, Inc. to its shareholders for the year ended June 25, 1995, is incorporated herein by reference. For additional information regarding the 6% Convertible Subordinated Notes Due 2002 reference is made to Exhibit (4b) of this Form 10-K. ITEM 6. SELECTED FINANCIAL DATA: The financial data for the five fiscal years included under the heading "Summary of Selected Financial Data" on page 26 of the Annual Report of Unifi, Inc. to its shareholders for the year ended June 25, 1995, 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 24 and 25 of the Annual Report of Unifi, Inc. to its shareholders for the year ended June 25, 1995, is incorporated herein by reference. SUBSEQUENT EVENTS: On September 18, 1995, the Company announced restructuring plans to further reduce the Company's cost structure and improve productivity through the consolidation of certain manufacturing operations and the disposition of underutilized assets. The restructuring plan is focused on the consolidation of production facilities acquired via mergers during the preceding four years and reflects the Company's continued efforts to streamline operations. As part of the restructuring action, the Company will close its spun cotton manufacturing facilities in Edenton and Mount Pleasant, North Carolina with the majority of the manufacturing production being transferred to other facilities. Approximately 275 jobs, primarily wage-level positions, will be affected. The estimated cost of restructuring will result in a first quarter fiscal 1996 non-recurring charge to earnings of $23.8 million or an after-tax charge to earnings of $14.9 million ($.22 per share). The significant components of the non-recurring charge include $2.4 million of severance and other employee-related costs from the termination of employees and a $21.4 million write-down to estimated fair value less the cost of disposal of underutilized assets and consolidated facilities to be disposed. Costs associated with the relocation of equipment or personnel will be expensed as incurred. The Company anticipates that all signficant aspects of the consolidation of spun yarn facilities would be accomplished within a one year period. However, the ultimate disposal of the equipment and facilities may take longer due to current market conditions and the physical locations of the properties. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA: The consolidated financial statements and notes beginning on page 15 and ending on page 23 and the information included under the heading "Quarterly Results (Unaudited)" on page 26 of the Annual Report of Unifi, Inc. to its shareholders for the year ended June 25, 1995, are incorporated herein by reference. II-2
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 the Regulation S-K. II-3
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", "Vote Required", "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 6 of the definitive Proxy Statement filed with the Commission since the close of the Registrant's fiscal year ended June 25, 1995, 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 66 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 since 1974, 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. VICE CHAIRMAN OF THE BOARD OF DIRECTORS WILLIAM J. ARMFIELD, IV Mr. Armfield is 60 and was President of Macfield, Inc. from 1970 until August 8, 1991, when Macfield merged with and into Unifi. He has been a Director of Unifi and was elected as one of the three members of the Office of Chairman on August 8, 1991. On October 22, 1992, Mr. Armfield was elected as Vice Chairman of the Board of Directors. He is a member of the Executive Committee. PRESIDENT AND CHIEF EXECUTIVE OFFICER WILLIAM T. KRETZER Mr. Kretzer is 49 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 is a member of the Executive Committee. 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. III-1
ROBERT A. WARD Mr. Ward is 55 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. G. ALFRED WEBSTER Mr. Webster is 47 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 GEORGE R. PERKINS, JR. Mr. Perkins is 55 and was the President and a Director of Pioneer Yarn Mills, Inc., Pioneer Spinning, Inc. and Pioneer Cotton Mill, Inc. since each was founded in 1988, 1991, and 1993, respectively, and of Edenton Cotton Mills, Inc., since its acquisition in 1989 (Pioneer Corporations) until August 18, 1993, when the Pioneer Corporations merged with and into USY. He has been a Director of Unifi since August 18, 1993, was President and Chief Executive Officer of USY from August 19, 1993, until December 26, 1994 when USY merged into Unifi, and a Senior Vice President of Unifi since October 21, 1993. KENNETH L. HUGGINS Mr. Huggins is 51, had been an employee of Macfield since 1970 and, at the time of the merger, was serving as a Vice President of Macfield, Inc. and President of Macfield's Dyed Yarn Division. He was a Director of Macfield from 1989 until Aug- ust 8, 1991, when Macfield, Inc. merged into and with Unifi, Inc. He is Senior Vice President and also Assistant to the President. RAYMOND W. MAYNARD Mr. Maynard is 52 and had 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 20, 1994. 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", and "Performance Graph-Shareholder Return on Common Stock" and the Report of The Compensation And Stock Option Committees on Executive Compensation 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 25, 1995, 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 (10i), (10j), and (10k) 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 Holding of Directors, Nominees and Executive Officers" beginning on page 4 and ending on 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 25, 1995, 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 25, 1995, 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 20, 1995 BY: ROBERT A. WARD ----------------------------------- Robert A. Ward, Executive Vice President - Finance and Administration September 20, 1995 BY: WILLIAM T. KRETZER ----------------------------------- William T. Kretzer, President (Chief Executive Officer) September 20, 1995 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 20, 1995 Chairman G. ALLEN MEBANE ------------------------- and Director G. Allen Mebane September 20, 1995 Vice Chairman WILLIAM J. ARMFIELD, IV ------------------------- and Director William J. Armfield, IV September 20, 1995 President, Chief WILLIAM T. KRETZER ------------------------- Executive Officer William T. Kretzer and Director September 20, 1995 Executive Vice ROBERT A. WARD ------------------------- President and Robert A. Ward Director September 20, 1995 Executive Vice JERRY W. ELLER ------------------------- President and Jerry W. Eller Director September 20, 1995 Executive Vice G. ALFRED WEBSTER ------------------------- President and G. Alfred Webster Director
September 20, 1995 Director CHARLES R. CARTER ------------------------- Charles R. Carter September __, 1995 Director _________________________ Kenneth G. Langone September 20, 1995 Director GEORGE R. PERKINS ------------------------- George R. Perkins September 20, 1995 Director DONALD F. ORR ------------------------- Donald F. Orr September __, 1995 Director _________________________ Timotheus R. Pohl
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 year ended June 25, 1995, 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 1995 Annual Report to shareholders is not deemed to be filed as part of this report. Annual Report Pages Consolidated Balance Sheets at June 25, 1995 and June 26, 1994 15 Consolidated Statements of Income for the Years Ended June 25, 1995, June 26, 1994, and June 27, 1993 16 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended June 25, 1995, June 26, 1994 and June 27, 1993 17 Consolidated Statements of Cash Flows for the Years Ended June 25, 1995, June 26, 1994 and June 27, 1993 18 Notes to Consolidated Financial Statements 19-23 Report of Independent Auditors 14 (a) 2. Financial Statement Schedules Form 10-K Pages Schedules for the three years ended June 25, 1995: II - Valuation and Qualifying Accounts IV - 6 IV-1
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. 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. IV-2
(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. (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., effective July 21, 1994, (filed as Exhibit (3b) with the Company's Form 10-K for the Fiscal Year ended June 26, 1994), which is incorporated herein by reference. (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. (4b) Unifi, Inc.'s Registration Statement for the 6% Convertible Subordinated Notes Due 2002, filed on Form S-3, (Registration No. 33-45946), 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. IV-3
(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) 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. (10g) 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. (10h) 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. IV-4
(10i) *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. (10j) *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. (10k) *Severance Compensation Agreement between Unifi, Inc. and William T. Kretzer, dated July 20, 1993, expiring on July 19, 1996 (similar agreements were signed with G. Allen Mebane, William J. Armfield, IV, Robert A. Ward, Jerry W. Eller and G. Alfred Webster), (filed as Exhibit (10k) for the fiscal year ended July 27, 1993), which is incorporated herein by reference. (11) Computation of Earnings per share. (13a) Portions of Unifi, Inc.'s 1995 Annual Report to Shareholders which are incorporated herein by reference, as a part of this Form 10-K for fiscal year ended June 25, 1995, filed herewith. (13b-1) Report of Independent Auditors/Ernst & Young LLP - on the Consolidated Financial Statements of Unifi, Inc. as of June 25, 1995 and each of the two years in the period ended June 25, 1995. (21) Subsidiaries of Unifi, Inc. (23) Consent of Ernst & Young LLP (27) Financial Data Schedules (b) Reports on Form 8-K (i) No Form 8-K's were filed. * 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
<TABLE> UNIFI, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands) <CAPTION> COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E _________________ ______________ ________________________ ____________ ____________ Balance at Charged to Charged to Balance at Beginning of Costs and Other End of Description Period Expenses Accounts Deductions Period _________________ ______________ ________________________ ____________ ____________ Allowance for doubtful accounts: <C> <S> <S> <S> <S> <S> Year ended June 25, 1995 $4,302 $5,524 $ - $ (3,374) $ 6,452 Year ended June 26, 1994 3,675 4,626 25 (4,024) 4,302 Year ended June 27, 1993 5,196 745 - (2,266) 3,675 Unrealized (gains)/losses on certain investments: Year ended June 25, 1995 $1,445 $ - $(3,280) $ - $ (1,835) Year ended June 26, 1994 1,488 - (43) - 1,445 Year ended June 27, 1993 - - 1,488 - 1,488 </TABLE> IV-6