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| UFI > SEC Filings for UFI > Form 10-Q on 30-Oct-2009 | All Recent SEC Filings |
30-Oct-2009
Quarterly Report
Retailers have reacted to the global economic downturn by focusing more on
basic, lower value offerings, slowing the adoption cycle of some of the
Company's PVA products. This has resulted in decreases in the Company's PVA
sales volume, though at a slightly lower rate than the Company's overall
volumes. The Company remains committed to its PVA growth strategy and will
continue to invest in the development and marketing of PVA products. The Company
believes in the principles of sustainability and environmental responsibility,
and its portfolio of Repreve® 100% recycled products, will provide it with a
distinct competitive advantage in this important and growing area.
In the first quarter of fiscal year 2010, the Company's Brazilian operation's
volumes were flat as compared to the same quarter in the prior year however it
is reporting improved results due to improved conversion margins and decreased
manufacturing costs. The Brazilian subsidiary's operations have recovered after
two slow quarters, driven by significant gain in market share and a more timely
economic recovery as compared to the U.S. Accordingly, the Company expects
continued growth in revenues from its Brazilian operations over the next several
quarters.
Despite the decline in revenues, the Company is reporting improved results as
compared to the same quarter in the prior year. Consolidated gross profit
increased $6.0 million or 45% as compared to the prior year quarter. The
Company's gross profit was positively impacted by fundamental improvements made
in the Company's operating costs combined with lower raw material costs that
were well below the historic high costs the Company experienced in the same
quarter in the prior year.
The Company's newly formed China subsidiary, UTSC, is operating on plan and is
expected to grow with several new programs nearing adoption. UTSC recently
introduced Repreve® polyester staple fiber in China, adding to the most
extensive array of recycled fibers in the Asian markets.
On September 30, 2009 the Company completed an agreement with the Company's
partner, Nilit to shift one-third of the spinning assets of UNF, to its newly
formed joint venture, UNF America, LLC, for the purpose of producing nylon
partially oriented yarn ("POY") in Nilit's Martinsville, Virginia plant. This
new configuration will allow UNF America, LLC to produce Berry Amendment and
North American Free Trade Agreement ("NAFTA") compliant yarns. The new agreement
will shorten the Company's supply chain resulting in improvements in the working
capital, flexibility and the financial results of its nylon joint ventures.
Parkdale America, LLC ("PAL") entered into an agreement for PAL to buy most of
the spun cotton yarn manufacturing operations from Hanesbrands, Inc ("HBI"). In
addition, PAL will supply a substantial amount of HBI's yarn demand in the
western hemisphere. Under the agreement, PAL will take over the operations of
three HBI manufacturing plants, and will supply HBI from those facilities and
other existing U.S. production plants. While the funding required to finance
this purchase and the required working capital will likely limit the Company's
ability to receive large dividends from PAL, the Company does expect this
agreement will substantially improve the financial performance of the joint
venture and ultimately the fair value of its investment.
The fundamental advantages of the U.S.-Dominican Republic-Central American Free
Trade Agreement ("CAFTA"), which are its competitive costs and shorter, more
flexible supply chain, remain attractive to apparel manufacturers. The Company
believes in the long-term growth of the region in spite of the recent decline in
the region's market share of man-made fiber apparel. This decline was not
unexpected, considering the recession driven trend to lower cost apparel.
Currently, approximately 8% of the Company's U.S. production is shipped directly
to fabric customers in the CAFTA region. After assessing several options, the
Company has decided to establish a wholly-owned base of operations in Central
America. These operations will provide the Company's Central American fabric
customers order flexibility due to a more just-in-time product delivery. During
the first quarter of fiscal 2010, the Company established its presence in the
region by entering into an agreement with a warehouse in El Salvador
to house and ship U.S. product to the Company's regional customers and it
expects its wholly-owned operations to be running within the next six to nine
months.
Key Performance Indicators
The Company continuously reviews performance indicators to measure its success.
The following are the indicators management uses to assess performance of the
Company's business:
• sales volume, which is an indicator of demand;
• margins, which are indicators of product mix and profitability;
• adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization ("adjusted EBITDA"), which the Company defines as pre-tax income before interest expense, depreciation and amortization expense and loss or income from discontinued operations, adjusted to exclude equity in earnings and losses of unconsolidated affiliates, write down of long-lived assets and unconsolidated affiliate, non-cash compensation expense net of distributions, gains and losses on sales of property, plant and equipment, currency and hedging gains and losses, asset consolidation and optimization expense, goodwill impairment, gain and loss on extinguishment of debt, restructuring charges and recoveries, and Kinston shutdown costs, as revised from time to time, which the Company believes is a supplemental measure of its performance and ability to service debt; and
• adjusted working capital (accounts receivable plus inventory less accounts payable and accruals) as a percentage of sales, which is an indicator of the Company's production efficiency and ability to manage its inventory and receivables.
Corporate Restructuring
Severance
The Company recorded severance expense of $2.4 million for its former President
and Chief Executive Officer ("CEO") during the first quarter of fiscal year 2008
and $1.7 million of severance expense related to its former Chief Financial
Officer ("CFO") during the second quarter of fiscal year 2008.
In the third quarter of fiscal year 2009, the Company reorganized, reducing its
workforce due to the economic downturn. Approximately 200 salaried and wage
employees were affected by this reorganization related to the Company's efforts
to reduce costs. As a result, the Company recorded $0.3 million in severance
charges related to certain allocated salaried corporate and manufacturing
support staff.
The table below summarizes changes to the accrued severance and accrued
restructuring accounts for the quarter ended September 27, 2009 (amounts in
thousands):
Balance at Balance at
June 28, 2009 Charges Adjustments Amounts Used September 27, 2009
Accrued severance $ 1,687 (1) 20 - (415 ) $ 1,292
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(1) As of June 28, 2009, the Company classified $0.3 million of executive severance as long-term.
Joint Ventures and Other Equity Investments The following table represents the Company's investments in unconsolidated affiliates:
Date Percent
Affiliate Name Acquired Location Ownership
Yihua Unifi Fibre Company Limited Aug-05 Yizheng, Jiangsu 50 %
("YUFI") (1) Province,
People's Republic of
China
Parkdale America, LLC ("PAL") Jun-97 North and South 34 %
Carolina
U.N.F. Industries, LLC ("UNF") Sep-00 Migdal Ha - Emek, 50 %
Israel
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(1) The Company completed the sale of YUFI during the fourth quarter of fiscal year 2009.
Condensed income statement information for the quarters ended September 27, 2009 and September 28, 2008, of the combined unconsolidated equity affiliates are as follows (amounts in thousands):
For the Quarter Ended September 27, 2009
YUFI (1) PAL UNF Total
Net sales $ 94,870 $ 4,576 $ 99,446
Gross profit 7,683 726 8,409
Depreciation and amortization 4,552 474 5,026
Income from operations 4,771 394 5,165
Net income 6,917 355 7,272
For the Quarter Ended September 28, 2008
YUFI PAL UNF Total
Net sales $ 39,881 $ 122,083 $ 5,892 $ 167,856
Gross profit (loss) (2,048 ) 6,246 (789 ) 3,409
Depreciation and amortization 1,395 4,457 474 6,326
Income (loss) from operations (4,156 ) 3,478 (1,270 ) (1,948 )
Net income (loss) (4,617 ) 10,146 (1,143 ) 4,386
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In June 1997, the Company and Parkdale Mills, Inc. entered into a contribution
agreement whereby both companies contributed all of the assets of their spun
cotton yarn operations utilizing open-end and air jet spinning technologies to
create PAL. In exchange for its contributions, the Company received a 34%
ownership interest in the joint venture. PAL is a producer of cotton and
synthetic yarns for sale to the textile and apparel industries primarily within
North America. PAL has 10 manufacturing facilities primarily located in central
and western North Carolina and in South Carolina. For the quarters ended
September 27, 2009 and September 28, 2008 the Company recognized net equity
earnings of $2.4 million and $3.5 million, respectively. The Company received
distributions from PAL of $1.6 million and $2.1 million for the first quarters
of fiscal years 2010 and 2009, respectively.
PAL receives benefits under the Food, Conservation, and Energy Act of 2008
("2008 U.S. Farm Bill") which extended the existing upland cotton and extra long
staple cotton programs, including economic adjustment assistance provisions for
ten years. Beginning August 1, 2008, the program provides textile mills a
subsidy of four cents per pound on eligible upland cotton consumed during the
first four years and three cents per pound for the last six years. The economic
assistance received under this program must be used to acquire, construct,
install, modernize, develop, convert or expand land, plant, buildings,
equipment, or machinery. Capital expenditures must be directly attributable to
the purpose of manufacturing upland cotton into eligible cotton products in the
U.S. The recipients have the marketing year from August 1 to July 31, plus
eighteen months to make the capital expenditures. In the period when both
criteria have been met; eligible upland cotton has been consumed, and qualifying
capital expenditures under the program have been made, the economic assistance
is recognized as reductions to cost of sales. PAL received economic assistance
under the program of $14.0 million and $4.0 million during the eleven months
ended June 28, 2009 and the quarter ended September 27, 2009, respectively.
Based on the previously discussed accounting treatment, PAL recognized
reductions to cost of sales of $9.7 million and $0.4 million for the same
respective periods. Accordingly as of September 27, 2009, $7.9 million of the
received economic assistance remains as deferred revenue to be recognized as
future qualifying capital expenditures are made.
On October 19, 2009 PAL notified the Company that $8.2 million of the
$9.7 million in capital expenditures recognized for fiscal 2009 had been
disqualified by the U.S. Department of Agriculture. PAL has appealed the
decision with the U.S. Department of Agriculture, but it is unknown to the
Company as to when a final ruling will be made. In the event that PAL's appeal
is unsuccessful, PAL may be required to adjust prior period earnings, but PAL
expects there will be sufficient future qualifying capital expenditures to
recapture any benefit that may remain disqualified after the appeal process has
been completed.
In August 2005, the Company formed YUFI, a 50/50 joint venture with Sinopec
Yizheng Chemical Fiber Co., Ltd, ("YCFC"), to manufacture process and market
polyester filament yarn in YCFC's facilities in Yizheng, Jiangsu Province,
People's Republic of China ("China"). During fiscal year 2008, the Company's
management explored strategic options with its joint venture partner in China
with the ultimate goal of determining if there was a viable path to
profitability for YUFI. On July 30, 2008, the Company announced that it had
reached a proposed agreement to sell its 50% interest in YUFI to its partner for
$10.0 million.
In December 2008, the Company renegotiated the proposed agreement to sell its
interest in YUFI to YCFC for $9.0 million and in March 2009 the sale closed. The
Company continues to service customers in Asia through Unifi Textiles Suzhou
Co., Ltd. ("UTSC"), a wholly-owned subsidiary based in Suzhou, China, that is
focused on the development, sales and service of PVA yarns.
In September 2000, the Company and Nilit Ltd ("Nilit") formed UNF, a 50/50 joint
venture to produce nylon POY at Nilit's manufacturing facility in Migdal
Ha-Emek, Israel which is the Company's primary source of nylon POY for its
texturing operations. For the quarters ended September 27, 2009 and
September 28, 2008, the Company recognized net equity losses of $0.3 million and
net income of $32 thousand, respectively.
On September 30, 2009, the Company completed an agreement with the Company's
partner, Nilit, to shift one-third of the spinning assets of UNF, to its newly
formed joint venture, UNF America, LLC, for the purpose of producing nylon POY
in Nilit's Martinsville, Virginia plant. This new configuration will allow UNF
America, LLC to produce Berry Amendment and North American Free Trade Agreement
("NAFTA") compliant yarns. The new agreement will shorten the Company's supply
chain resulting in improvements in the working capital, flexibility and the
financial results of its nylon joint ventures.
Review of First Quarter Fiscal Year 2010 compared to First Quarter Fiscal Year
2009
The following table sets forth the income (loss) from continuing operations
components for each of the Company's business segments for the fiscal quarters
ended September 27, 2009 and September 28, 2008. The table also sets forth each
of the segments' net sales as a percent to total net sales, the net income
(loss) components as a percent to total net sales and the percentage increase or
decrease of such components over the comparable prior year period (amounts in
thousands, except percentages):
For the Quarters Ended
September 27, 2009 September 28, 2008
% to Total % to Total % Change
Net sales
Polyester $ 104,460 73.1 $ 122,979 72.8 (15.1 )
Nylon 38,391 26.9 46,030 27.2 (16.6 )
Total $ 142,851 100.0 $ 169,009 100.0 (15.5 )
% to Sales % to Sales
Gross profit
Polyester $ 13,803 9.7 $ 8,200 4.8 68.3
Nylon 5,603 3.9 5,225 3.1 7.2
Total 19,406 13.6 13,425 7.9 44.6
Write down of long-lived assets
Polyester 100 - - - -
Nylon - - - - -
Total 100 - - - -
Selling, general and
administrative expenses
Polyester 8,832 6.2 8,361 4.9 5.6
Nylon 2,332 1.6 2,184 1.3 6.8
Total 11,164 7.8 10,545 6.2 5.9
Provision for bad debts 576 0.4 558 - 3.2
Other operating
(income) expense, net (87 ) - (561 ) - (84.5 )
Non-operating (income) expense,
net 2,629 1.9 1,570 0.9 67.5
Income from continuing
operations before income taxes 5,024 3.5 1,313 0.8 282.6
Provision for income taxes 2,535 1.8 1,885 1.1 34.5
Income (loss) from continuing
operations 2,489 1.7 (572 ) (0.3 ) (535.0 )
Loss from discontinued
operations, net of tax - - (104 ) (0.1 ) (100.0 )
Net income (loss) $ 2,489 1.7 $ (676 ) (0.4 ) (468.2 )
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As reflected in the tables above, the Company recognized a $5.0 million profit from continuing operations before income taxes which was a $3.7 million increase over the prior year. The increase in income from continuing operations was primarily attributable to increased conversion margins in the domestic nylon operations, decreased converting costs in the domestic polyester operations and decreased converting costs in the Brazilian operations.
Consolidated net sales from continuing operations decreased $26.2 million, or
15.5% for the first quarter of fiscal year 2010 compared to the prior year first
quarter. Consolidated unit sales volumes decreased by 5.1% for the first quarter
of fiscal year 2010 primarily due to the global downturn that began the second
quarter of the prior fiscal year and impacted all supply chains and markets.
Compared to the prior year quarter, polyester and nylon segment volumes
decreased 2.5% and 22.4%, respectively. The weighted-average selling price on a
consolidated basis decreased by 10.4% for the same period. Refer to the segment
operations under the captions "Polyester Operations" and "Nylon Operations" for
a further discussion of each segment's operating results.
Consolidated gross profit from continuing operations increased by $6.0 million
to $19.4 million for the first quarter of fiscal year 2010 as compared to the
prior year first quarter. This increase in gross profit was primarily
attributable to improved per unit manufacturing costs for the polyester segment.
Manufacturing costs on a per unit basis decreased 17.8% for the polyester
segment as the Company aligned operational costs with lower sales volumes and
benefited from increased Brazilian incentives. The nylon segment also
experienced an improvement in gross profit due to higher conversion margins of
13.4% on a per unit basis attributable to mix enrichment and the resulting
higher average selling prices. Refer to the segment operations under the
captions "Polyester Operations" and "Nylon Operations" for a further discussion
of each segment's operating results.
Selling, General, and Administrative Expenses
Consolidated selling, general and administrative ("SG&A") expenses increased by
$0.6 million, or 5.9%, during the first quarter of fiscal year 2010 as compared
to the same prior year quarter. The increase in SG&A in the first quarter was
primarily a result of increases of $0.5 million in non-cash deferred
compensation costs, $0.2 million in sales and service fees, and $0.2 million in
equipment maintenance expenses offset by decreases of $0.2 million in salary and
fringe expenses and $0.1 million in depreciation expenses.
Other Operating (Income) Expense, Net
Other operating (income) expense, net decreased from $0.6 million of income in
the first quarter of fiscal year 2009 to $0.1 million of income in the first
quarter of fiscal year 2010. The following table shows the components of other
operating (income) expense, net (amounts in thousands):
For the Quarters Ended
September 27, September 28,
2009 2008
Gain on sale of fixed assets $ (94 ) $ (316 )
Currency (gains) losses 13 (304 )
Other, net (6 ) 59
Other operating (income) expense, net $ (87 ) $ (561 )
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Income Taxes
The Company's income tax provision for the quarter ended September 27, 2009
resulted in tax expense at an effective rate of 50.5% compared to the quarter
ended September 28, 2008 which resulted in a tax expense at an effective rate of
143.5%. The difference between the Company's income tax expense and the U.S.
statutory rate for the quarter ended September 27, 2009 is primarily due to
losses in the U.S. and other jurisdictions for which no tax benefit can be
recognized while operating profit is generated in other taxable jurisdictions.
The difference between the Company's income tax benefit and the U.S. statutory
rate for the quarter ended September 28, 2008 was also due to losses in the U.S.
and other jurisdictions for which no tax benefit could be recognized.
Deferred income taxes have been provided for the temporary differences between financial statement carrying amounts and the tax basis of existing assets and liabilities. The valuation allowance on the Company's net domestic deferred tax assets is reviewed quarterly and will be maintained until sufficient positive . . .
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