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8-K - FORM 8-K - UNIFI INC | g25715e8vk.htm |
EX-99.4 - EX-99.4 - UNIFI INC | g25715exv99w4.htm |
EX-23.1 - EX-23.1 - UNIFI INC | g25715exv23w1.htm |
EX-99.1 - EX-99.1 - UNIFI INC | g25715exv99w1.htm |
EX-99.5 - EX-99.5 - UNIFI INC | g25715exv99w5.htm |
EX-99.2 - EX-99.2 - UNIFI INC | g25715exv99w2.htm |
Exhibit 99.3
Part II.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion contains certain forward-looking statements about the Companys
financial condition and results of operations.
Forward-looking statements are those that do not relate solely to historical fact. They
include, but are not limited to, any statement that may predict, forecast, indicate or imply future
results, performance, achievements or events. They may contain words such as believe,
anticipate, expect, estimate, intend, project, plan, will, or words or phrases of
similar meaning. They may relate to, among other things, the risks described under the caption
Item 1ARisk Factors above and:
| the competitive nature of the textile industry and the impact of worldwide competition; | ||
| changes in the trade regulatory environment and governmental policies and legislation; | ||
| the availability, sourcing and pricing of raw materials; | ||
| general domestic and international economic and industry conditions in markets where the Company competes, such as recession and other economic and political factors over which the Company has no control; | ||
| changes in consumer spending, customer preferences, fashion trends and end-uses; | ||
| its ability to reduce production costs; | ||
| changes in currency exchange rates, interest and inflation rates; | ||
| the financial condition of its customers; | ||
| its ability to sell excess assets; | ||
| technological advancements and the continued availability of financial resources to fund capital expenditures; | ||
| the operating performance of joint ventures, alliances and other equity investments; | ||
| the impact of environmental, health and safety regulations; | ||
| the loss of a material customer; | ||
| employee relations; | ||
| volatility of financial and credit markets; | ||
| the continuity of the Companys leadership; | ||
| availability of and access to credit on reasonable terms; and | ||
| the success of the Companys strategic business initiatives. |
These forward-looking statements reflect the Companys current views with respect to future
events and are based on assumptions and subject to risks and uncertainties that may cause actual
results to differ materially from trends, plans or expectations set forth in the forward-looking
statements. These risks and uncertainties may include those discussed above or in Item 1ARisk
Factors. New risks can emerge from time to time. It is not possible for the Company to predict
all of these risks, nor can it assess the extent to which any factor, or combination of factors,
may cause actual results to differ from those contained in forward-looking statements. The Company
will not update these forward-looking statements, even if its situation changes in the future,
except as required by federal securities laws.
Business Overview
The Company is a diversified producer and processor of multi-filament polyester and nylon
yarns, including specialty yarns with enhanced performance characteristics. The Company adds value
to the supply chain and enhances consumer demand for its products through the development and
introduction of branded yarns that provide unique performance, comfort and aesthetic
advantages. The Company manufactures partially oriented, textured, dyed, twisted and beamed
polyester yarns as well as textured nylon and nylon covered spandex products. The Company sells
its products to other yarn manufacturers, knitters and weavers that produce fabric for the apparel,
hosiery, furnishings, automotive, industrial and other end-use markets. The Company maintains one
of the industrys most comprehensive product offerings and emphasizes quality, style and
performance in all of its products.
Polyester Segment. The polyester segment manufactures partially oriented, textured, dyed,
twisted and beamed yarns with sales to other yarn manufacturers, knitters and weavers that produce
fabric for the apparel, automotive, hosiery, furnishings, industrial and other end-use markets.
The polyester segment primarily manufactures its products in Brazil, and the U.S., which has the
Companys largest operations and number of locations. The polyester segment also includes a
subsidiary in China focused on the sale and promotion of the Companys specialty and PVA products
in the Asian textile market, primarily within China. The polyester segment also includes a newly
established manufacturing facility in El Salvador. For fiscal years 2010, 2009, and 2008,
polyester segment net sales were $453 million, $403 million, and $531 million, respectively.
Nylon Segment. The nylon segment manufactures textured nylon and covered spandex products
with sales to other yarn manufacturers, knitters and weavers that produce fabric for the apparel,
hosiery, sock and other end-use markets. The nylon segment consists of operations in the U.S. and
Colombia. For fiscal years 2010, 2009, and 2008, nylon segment net sales were $164 million, $151
million, and $183 million, respectively.
The Companys fiscal year is the 52 or 53 weeks ending on the last Sunday in June. Fiscal
year 2008 had 53 weeks while fiscal years 2010 and 2009 had 52 weeks.
Line Items Presented
Net sales. Net sales include amounts billed by the Company to customers for products,
shipping and handling, net of allowances for rebates. Rebates may be offered to specific large
volume customers for purchasing certain quantities of yarn over a prescribed time period. The
Company provides for allowances associated with rebates in the same accounting period the sales are
recognized in income. Allowances for rebates are calculated based on sales to customers with
negotiated rebate agreements with the Company. Non-defective returns are deducted from revenues in
the period during which the return occurs. The Company records allowances for customer claims
based upon its estimate of known claims and its past experience for unknown claims.
Cost of sales. The Companys cost of sales consists of direct material, delivery and other
manufacturing costs, including labor and overhead, depreciation expense with respect to
manufacturing assets, PP&E depreciation and reserves for obsolete and slow-moving inventory.
Selling general and administrative expenses. The Companys selling, general and
administrative (SG&A) expenses consist of selling expense (which includes sales staff
compensation), advertising and promotion expense (which includes direct marketing expenses) and
administrative expense (which includes corporate expenses and compensation). In addition, SG&A
expenses also include depreciation and amortization with respect to certain corporate
administrative and intangible assets.
Recent Developments and Outlook
Despite the Companys sales revenue for fiscal year 2010 being 14% below pre-recession fiscal
year 2008 sales, the Company reported its first profitable year since 2000.
Net sales for the fiscal year 2010 were $617 million, an increase of $63 million or 11% from
the prior fiscal year with year-over-year increases in the domestic and Brazilian businesses of
5.6% and 14.8%, respectively. During fiscal year 2010, as domestic retail sales recovered across
the Companys core markets, most notably in the apparel and leg wear segments, the Companys sales
and capacity utilization improved. In addition, the Company began to see the benefit from
improvements that were made to its market share and product mix along with general economic
improvements.
Net income for fiscal year 2010 was $10.7 million, or 53 cents per basic share, compared to a
net loss of $49 million, or $2.38 per basic share, for the prior fiscal year. The Companys
profitability was primarily due to the recovery from the global recession that began in fiscal year
2009 as well as the success of several key strategic initiatives. These initiatives included
regaining regional market share, continued growth in PVA products, and manufacturing efficiency
improvements. Another important part of the Companys core strategy is the ability to capitalize on
regional growth opportunities throughout the world. The Companys Brazilian subsidiary contributed
$130 million in net sales, $27.5 million of gross profit and $24.2 million of pre-tax income to the
Companys consolidated results. The Company expects the subsidiary will continue to contribute
substantially to the Companys financial results given the success of the subsidiarys cost
saving initiatives, the local government economic assistance and the strengthening of the Brazilian
currency. See Item 1ARisk FactorsThe Company faces intense competition from a number of
domestic and foreign yarn producers and importers of textile and apparel products for a further
discussion.
The Companys China subsidiary, UTSC, reported net income of $0.6 million in fiscal year 2010.
Development activities remain strong, particularly with specialty and value added products such as
Repreve® which were major contributors to its volume, sales, and profitability in fiscal year 2010.
The Companys office in China continues to perform well, and the Company is pleased with the
strength and mix of the sales to UTSCs customers throughout Asia.
Adjusted EBITDA for fiscal year 2010 was $55.3 million which represents a $32 million
improvement over fiscal year 2009 and is approximately the same as fiscal year 2008 despite net
sales being $96.6 million or 13.5% lower than the pre-recession levels of 2008. The year-over-year
increase in adjusted EBITDA is primarily attributable to improved gross profit in both the domestic
and Brazilian operations as a result of increases in net sales and improvements in overall per unit
conversion and per unit manufacturing cost. Please see Review of Fiscal Year 2010 Results of
Operations (52 Weeks) Compared to Fiscal Year 2009 (52 Weeks) for further discussion of results of
operations.
The Company also experienced a recovery of regional sourcing from CAFTA as imports of
synthetic apparel increased by approximately 17% in the June 2010 quarter. CAFTAs share of all
synthetic apparel imports has grown for three consecutive quarters and the Company expects the
region to hold its share for the remainder of the year. Having a local presence in the CAFTA
region, UCA allows the Company to capitalize on growth opportunities in the region and makes the
Company a stronger partner for companies with split sourcing and replenishment strategies.
During the June 2010 quarter, net sales performance from the Companys domestic operations was
particularly strong, increasing 25% compared to the prior June 2009 quarter. This improvement was
driven by increased market share and positive market conditions in substantially all key segments.
Year-over-year retail sales of apparel were up for the third consecutive quarter, increasing 5.4%
compared to the prior year June 2009 quarter. Consumer spending on apparel has steadily recovered
with spending in the June 2010 quarter just 2.9% below the pre-recession June 2008 quarter.
U.S. retail sales of home furnishings remain approximately 15% below pre-recession levels;
however, they improved 2.5% in the June 2010 quarter compared to the same prior year quarter. In
addition, U.S. automotive sales in the current quarter were 20% below levels reported in the June
2008 quarter, but U.S. automotive sales grew for the third consecutive quarter which drove an
increase of approximately 76% in North American light vehicle production in the June 2010 quarter
compared to the prior year June quarter.
Looking forward, the Company is cautiously optimistic about the continuation of these trends
in retail sales based on recent history and market intelligence. The Company expects demand to
remain stable or improve slightly for the next quarter. Nevertheless, the remainder of the
calendar year will be heavily influenced by the performance of apparel retail sales during the
holiday shopping seasons.
Much of the Companys success in fiscal year 2010 and its performance during the recession of
2009 can be attributed to the strength of its balance sheet. Its balance sheet focus will continue
to be on cash generation coupled with an opportunistic approach to debt reduction.
Beginning in 2007, the Company initiated a culture of continuous improvement in both the
creation of customer value and improvement of production efficiencies over all of the Companys
operations. Over the past year, the Company expanded its efforts in manufacturing and statistical
process control to all of its operations, and currently has over fifty active improvement programs,
each aimed at providing measurable improvements to cost of operations and investments in working
capital. The Company expects to continue these efforts through the next fiscal year. These
efforts, coupled with strategic capital expenditures designed to grow its PVA product capabilities,
are expected to result in continued improvement of the Companys financial performance over the
next several years. This includes a capital project related to the backward supply chain
integration of its 100% recycled Repreve® product. By being more vertically integrated, the
Company will improve the availability of recycled raw materials and significantly increase its
product capabilities and ability to compete effectively in this growing segment. This will also
make the Company an even stronger partner in the development and commercialization of value added
products that meet sustainability demands of todays brands and retailers.
Repreve Renewables, the Companys newest joint venture, will focus on direct sales of FREEDOM
giant miscanthus to the biofuel and biopower industries. This investment is aligned with the
Companys goal to derive value from sustainability-based initiatives and will not only provide a
unique revenue stream, but it also helps support the Companys strategy to expand
the Repreve® brand and product portfolio while enhancing its commitment to being a global
leader in sustainability.
On November 25, 2009, the Company agreed to purchase 628,333 shares of its common stock at a
purchase price of $7.95 per share from Invemed Catalyst Fund, L.P. (based on an approximate 10%
discount to the closing price of the common stock on November 24, 2009). The transaction closed on
November 30, 2009 at a total purchase price of $5 million. This transaction has been adjusted to
reflect the November 3, 2010 1-for-3 reverse stock split.
While it continues to explore opportunities to grow and diversify its portfolio, the Companys
top priority remains growing and continuously improving its core business. The Company will
continue to strive to create shareholder value through mix enrichment, share gain, process
improvement throughout the organization, and expanding the number of customers and programs using
its value added yarns.
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 Companys business:
| sales volume, which is an indicator of demand; | ||
| gross margin, which is an indicator of product mix and profitability; | ||
| adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (adjusted EBITDA), which the Company defines as net income or loss before income tax expense (benefit), 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, executive severance charges, gains or losses on sales or disposals of property, plant and equipment (PP&E), currency and derivative gains and losses, gain on extinguishment of debt, goodwill impairment, restructuring charges, asset consolidation and optimization expense, gain from the sale of nitrogen credits, foreign subsidiary startup costs, plant shutdown expenses, and deposit write offs, as revised from time to time, which the Company believes is a supplemental measure of its operating performance and debt service capacity; and | ||
| adjusted working capital (accounts receivable plus inventory less accounts payable and accruals) as a percentage of sales, which is an indicator of the Companys production efficiency and ability to manage its inventory and receivables. |
Results of Operations
Fiscal Years Ended | ||||||||||||
June 27, 2010 | June 28, 2009 | June 29, 2008 | ||||||||||
(52 Weeks) | (52 Weeks) | (53 Weeks) | ||||||||||
(Amounts in thousands) | ||||||||||||
Summary of Consolidated Operations: |
||||||||||||
Net sales |
$ | 616,753 | $ | 553,663 | $ | 713,346 | ||||||
Cost of sales |
545,253 | 525,157 | 662,764 | |||||||||
Other operating expenses, net |
46,112 | 55,066 | 48,166 | |||||||||
Non-operating expense, net |
7,017 | 18,200 | 32,742 | |||||||||
Income (loss) from continuing operations before income taxes |
18,371 | (44,760 | ) | (30,326 | ) | |||||||
Provision (benefit) for income taxes |
7,686 | 4,301 | (10,949 | ) | ||||||||
Income (loss) from continuing operations |
10,685 | (49,061 | ) | (19,377 | ) | |||||||
Income from discontinued operations, net of tax |
| 65 | 3,226 | |||||||||
Net income (loss) |
$ | 10,685 | $ | (48,996 | ) | $ | (16,151 | ) | ||||
Adjusted EBITDA is a financial measurement that management uses to facilitate its analysis and
understanding of the Companys business operations. Management believes it is useful to investors
because it provides a supplemental way to understand the underlying operating performance of the
Company. The calculation of Adjusted EBITDA is a subjective measure based on managements belief
as to which items should be included or excluded, in order to provide the most reasonable view of
the underlying operating performance of the business. Adjusted EBITDA and adjusted working capital
are not considered to be in accordance with generally accepted accounting principles (non-GAAP
measure) and should not be considered a substitute for performance measures calculated in
accordance with GAAP.
Fiscal Years Ended | ||||||||||||
June 27, 2010 | June 28, 2009 | June 29, 2008 | ||||||||||
(52 Weeks) | (52 Weeks) | (53 Weeks) | ||||||||||
(Amounts in thousands) | ||||||||||||
Net income (loss) |
$ | 10,685 | $ | (48,996 | ) | $ | (16,151 | ) | ||||
Interest expense, net |
18,764 | 20,219 | 23,146 | |||||||||
Depreciation and amortization expense |
26,312 | 31,326 | 40,416 | |||||||||
Provision (benefit) for income taxes |
7,686 | 4,301 | (10,949 | ) | ||||||||
Income from discontinued operations, net of tax |
| (65 | ) | (3,226 | ) | |||||||
Equity in earnings of unconsolidated affiliates |
(11,693 | ) | (3,251 | ) | (1,402 | ) | ||||||
Non-cash compensation, net of distributions |
2,555 | 1,500 | 359 | |||||||||
Loss (gain) on sales or disposals of PP&E |
680 | (5,856 | ) | (4,003 | ) | |||||||
Currency and derivative (gains) losses |
(145 | ) | 354 | (265 | ) | |||||||
Write down of long-lived assets and unconsolidated affiliates |
100 | 1,833 | 13,778 | |||||||||
Gain on extinguishment of debt |
(54 | ) | (251 | ) | | |||||||
Goodwill impairment |
| 18,580 | | |||||||||
Restructuring charges |
739 | 53 | 4,027 | |||||||||
Gain from sale of nitrogen credits |
(1,400 | ) | | | ||||||||
Foreign subsidiary startup costs (1) |
1,027 | | | |||||||||
Asset consolidation and optimization expense (2) |
| 3,508 | | |||||||||
Plant shutdown expenses |
| 30 | 3,742 | |||||||||
Executive severance charges |
| | 4,517 | |||||||||
Deposit write offs (3) |
| | 1,248 | |||||||||
Adjusted EBITDA |
$ | 55,256 | $ | 23,285 | $ | 55,237 | ||||||
(1) | Initial UCA operating expenses incurred during fiscal year 2010 related to pre-operating expenses including the hiring and training of new employees and the costs of operating personnel to initiate the new operations. Start-up expenses also include losses incurred in the period subsequent to when UCA assets became available for use but prior to the achievement of a reasonable level of production. | |
(2) | Asset consolidation and optimization expense represent the costs related to the abnormally high loss of production when consolidating the Companys Staunton, Virginia facility to Yadkinville, North Carolina and when installing additional automation systems in the Yadkinville POY facility. | |
(3) | Deposit write offs represent lost retainer fees the Company had with investment bankers for future acquisition services. |
Corporate Restructurings
Severance
On August 2, 2007, the Company announced the closure of its Kinston, North Carolina polyester
facility. The Kinston facility produced POY for internal consumption and third party sales. The
Company continues to produce POY in the Yadkinville, North Carolina facility for its commodity,
specialty and premium value yarns and purchases the remainder of its commodity POY needs from
external suppliers. During fiscal year 2008, the Company recorded $1.3 million for severance
related to its Kinston consolidation. Approximately 231 employees which included 31 salaried
positions and 200 wage positions were affected as a result of this reorganization.
On August 22, 2007, the Company announced its plan to re-organize certain corporate staff and
manufacturing support functions to further reduce costs. The Company recorded $1.1 million for
severance related to this reorganization. Approximately 54 salaried employees were affected by this
reorganization. The severance expense is included in the restructuring charges line item in the
Consolidated Statements of Operations. In addition, the Company recorded severance of $2.4 million
for its former CEO and $1.7 million for severance related to its former Chief Financial Officer
(CFO) during fiscal year 2008.
On May 14, 2008, the Company announced the closure of its polyester facility located in
Staunton, Virginia and the transfer of certain production to its facility in Yadkinville, North
Carolina which was completed in November 2008. During the first
quarter of fiscal year 2009, the Company recorded $0.1 million for severance related to its
Staunton consolidation. Approximately 40 salaried and wage employees were affected by this
reorganization.
In the third quarter of fiscal year 2009, the Company re-organized and reduced its workforce
due to the economic downturn. Approximately 200 salaried and wage employees were affected by this
reorganization related to the Companys efforts to reduce costs. As a result, the Company recorded
$0.3 million in severance charges related to certain salaried corporate and manufacturing support
staff.
Restructuring
On October 25, 2006, the Companys Board approved the purchase of the assets of the yarn
division of Dillon. This approval was based on a business plan which assumed certain significant
synergies that were expected to be realized from the elimination of redundant overhead, the
rationalization of under-utilized assets and certain other product optimization. The preliminary
asset rationalization plan included exiting two of the three production activities that were
operating at the Dillon facility and moving them to other Unifi manufacturing facilities. The plan
was to be finalized once operations personnel from the Company would have full access to the Dillon
facility, in order to determine the optimal asset plan for the Companys anticipated product mix.
This plan was consistent with the Companys domestic market consolidation strategy. On January 1,
2007, the Company completed the Dillon asset acquisition.
Concurrent with the acquisition the Company entered into a Sales and Services Agreement (the
Agreement). The Agreement covered the services of certain Dillon personnel who were responsible
for product sales and certain other personnel that were primarily focused on the planning and
operations at the Dillon facility. The services would be provided over a period of two years at a
fixed cost of $6 million. In the fourth quarter of fiscal year 2007, the Company finalized its
plan and announced its decision to exit its recently acquired Dillon polyester facility.
The closure of the Dillon facility triggered an evaluation of the Companys obligations
arising under the Agreement. The Company determined from this evaluation that the fair value of
the services to be received under the Agreement were significantly lower than the obligation to
Dillon. As a result, the Company determined that a portion of the obligation should be considered
an unfavorable contract. The Company concluded that costs totaling approximately $3 million
relating to services provided under the Agreement were for the ongoing benefit of the combined
business and therefore should be reflected as an expense in the Companys Consolidated Statements
of Operations, as incurred. The remaining Agreement costs totaling $2.9 million were for the
personnel involved in the planning and operations of the Dillon facility and related to the time
period after shutdown in June 2007. Therefore, these costs were reflected as an assumed purchase
liability since these costs no longer related to the generation of revenue and had no future
economic benefit to the combined business.
In fiscal year 2008, the Company recorded $3.4 million for restructuring charges related to
contract termination costs and other noncancellable contracts for continued services after the
closing of the Kinston facility. See the Severance discussion above for further details related to
Kinston.
During the fourth quarter of fiscal year 2009, the Company recorded $0.2 million of
restructuring recoveries related to retiree reserves.
On January 11, 2010, the Company announced that it created UCA. With a base of operations
established in El Salvador, UCA serves customers in the Central American region. The Company began
dismantling and relocating polyester twisting and texturing equipment to the region during the
third quarter of fiscal year 2010 and expects to complete the relocation by the second quarter of
fiscal year 2011. The Company expects to incur approximately $1.6 million in polyester equipment
relocation costs of which $0.8 million was incurred during fiscal year 2010. In addition, the
Company expects to incur $0.7 million related to reinstallation of idle texturing equipment in its
Yadkinville, North Carolina facility.
The table below summarizes changes to the accrued severance and accrued restructuring accounts
for the fiscal years ended June 27, 2010, June 28, 2009, and June 29, 2008 (amounts in thousands):
Balance at | Additional | Balance at | ||||||||||||||||||
June 28, 2009 | Charges | Adjustments | Amounts Used | June 27, 2010 | ||||||||||||||||
Accrued severance |
$ | 1,687 | $ | | $ | 20 | $ | (1,406 | ) | $ | 301 | (1) |
Balance at | Additional | Balance at | ||||||||||||||||||
June 29, 2008 | Charges | Adjustments | Amounts Used | June 28, 2009 | ||||||||||||||||
Accrued severance |
$ | 3,668 | $ | 371 | $ | 5 | $ | (2,357 | ) | $ | 1,687 | (2) | ||||||||
Accrued restructuring |
1,414 | | 224 | (1,638 | ) | |
Balance at | Additional | Balance at | ||||||||||||||||||
June 24, 2007 | Charges | Adjustments | Amounts Used | June 29, 2008 | ||||||||||||||||
Accrued severance |
$ | 877 | $ | 6,533 | $ | 207 | $ | (3,949 | ) | $ | 3,668 | (3) | ||||||||
Accrued restructuring |
5,685 | 3,125 | (176 | ) | (7,220 | ) | 1,414 |
(1) | There was no executive severance classified as long-term as of June 27, 2010. | |
(2) | As of June 28, 2009, the Company classified $0.3 million of the executive severance as long-term. | |
(3) | As of June 29, 2008, the Company classified $1.7 million of the executive severance as long-term. |
Joint Ventures and Other Equity Investments
YUFI. In August 2005, the Company formed YUFI, a 50/50 joint venture with YCFC, to
manufacture, process and market polyester filament yarn in YCFCs facilities in Yizheng, Jiangsu
Province, China. During fiscal year 2008, the Companys 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. Management concluded that although YUFI had successfully grown its
position in high value and PVA products, commodity sales would continue to be a large and
unprofitable portion of the joint ventures business, due to cost constraints. In addition, the
Company believed YUFI had focused too much attention and energy on non-value added issues,
distracting management from its primary PVA objectives. Based on these conclusions, the Company
decided to exit the joint venture and 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 million.
As a result of the agreement with YCFC, the Company initiated a review of the carrying value
of its investment in YUFI and determined that the carrying value of its investment in YUFI exceeded
its fair value. Accordingly, the Company recorded a non-cash impairment charge of $6.4 million in
the fourth quarter of fiscal year 2008.
The Company expected to close the transaction in the second quarter of fiscal year 2009
pending negotiation and execution of definitive agreements and Chinese regulatory approvals. The
agreement provided for YCFC to immediately take over operating control of YUFI, regardless of the
timing of the final approvals and closure of the equity sale transaction. During the first quarter
of fiscal year 2009, the Company gave up one of its senior staff appointees and YCFC appointed its
own designee as General Manager of YUFI, who assumed full responsibility for the operating
activities of YUFI at that time. As a result, the Company lost its ability to influence the
operations of YUFI and therefore the Company switched from the equity method of accounting for its
investment in the joint venture to the cost method and consequently ceased recording its share of
losses commencing in the same quarter. The Company recognized equity losses of $6.1 million for
fiscal year 2008.
In December 2008, the Company renegotiated the proposed agreement to sell its interest in YUFI
to YCFC for $9 million and recorded an additional impairment charge of $1.5 million, which included
$0.5 million related to certain disputed accounts receivable and $1 million related to the fair
value of its investment, as determined by the re-negotiated equity interest sales price which was
lower than carrying value.
On March 30, 2009, the Company closed on the sale and received $9 million in proceeds
related to its investment in YUFI. The Company continues to service customers in Asia through UTSC
which is primarily focused on the development, sales and service of specialty and PVA yarns. UTSC
is located outside of Shanghai in Suzhou New District, which is in Jiangsu Province.
PAL. In June 1997, the Company contributed all of the assets of its spun cotton yarn
operations, utilizing open-end and air jet spinning technologies, into PAL, a joint venture with
Parkdale Mills, Inc. in exchange for 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 15 manufacturing facilities located in North Carolina, South
Carolina, Virginia, and Georgia and participates in a joint venture in Mexico.
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 (the
Program), including economic adjustment assistance provisions for ten years. Beginning August 1,
2008, the Program provided 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. Under the Program, the subsidy payment
is received from the U.S. Department of Agriculture (USDA) the month after the eligible cotton is
consumed. However, the economic assistance benefit is not recognized by PAL into operating income
until the period when both criteria have been met; i.e. eligible upland cotton has been consumed,
and qualifying capital expenditures under the Program have been made.
On October 19, 2009 PAL notified the Company that approximately $8 million of the capital
expenditures recognized for fiscal year 2009 had been preliminarily disqualified by the USDA. PAL
appealed the decision with the USDA. In November 2009, PAL notified the Company that the USDA had
denied the appeal and PAL filed a second appeal for a higher level review and a hearing took place
during the Companys third quarter of fiscal year 2010. As a result of this process, PAL recorded
a $4.1 million unfavorable adjustment to its 2009 earnings related to economic assistance from the
USDA that was disqualified
offset by $0.6 million related to inventory valuation adjustments in the March 2010 quarter.
As a result, the Company recorded a $1.2 million unfavorable adjustment for its share of the prior
year economic assistance and inventory valuation adjustments.
PAL received $22.3 million of economic assistance under the program during the Companys
fiscal year ended June 27, 2010 and, in accordance with the program provisions, recognized $17.6
million in economic assistance in its operating income. As of June 27, 2010, PALs deferred
revenue relating to this Program was $13.4 million which PAL expects to be fully realized through
the completion of qualifying capital expenditures within the timelines prescribed by the Program.
On October 28, 2009, PAL acquired certain real property and machinery and equipment, as well
as entered into lease agreements for real property and machinery and equipment, that constitute
most of the yarn manufacturing operations of HBI. Concurrent with the transaction, PAL entered into
a yarn supply agreement with HBI to supply at least 95% of the yarn used in the manufacturing of
HBIs apparel products at any of HBIs locations in North America, Central America, or the
Caribbean Basin for a six-year period with an option for HBI to extend for two additional
three-year periods. The supply agreement also covers certain yarns used in manufacturing in China
through December 31, 2011.
The Companys investment in PAL at June 27, 2010 was $65.4 million and the underlying equity
in the net assets of PAL at June 27, 2010 was $83.4 million. The difference between the carrying
value of the Companys investment in PAL and the underlying equity in PAL is attributable to
initial excess capital contributions by the Company of $53.4 million, the Companys share of the
settlement cost of an anti-trust lawsuit against PAL in which the Company did not participate of
$2.6 million, and the Companys share of other comprehensive income of $0.1 million offset by an
impairment charge taken by the Company on its investment in PAL of $74.1 million.
UNF. On September 27, 2000, the Company formed UNF a 50/50 joint venture with Nilit, which
produces nylon POY at Nilits manufacturing facility in Migdal Ha-Emek, Israel. The Companys
investment in UNF at June 27, 2010 was $2.7 million.
UNF America. On October 8, 2009, the Company formed a new 50/50 joint venture, UNF America,
with Nilit for the purpose of producing nylon POY in Nilits Ridgeway, Virginia plant. The
Companys initial investment in UNF America was $50 thousand dollars. In addition, the Company
loaned UNF America $0.5 million for working capital. The loan carries interest at LIBOR plus one
and one-half percent and both principal and interest shall be paid from the future profits of UNF
America at such time as deemed appropriate by its members. The loan is being treated as an
additional investment by the Company for accounting purposes.
In conjunction with the formation of UNF America, the Company entered into a supply agreement
with UNF and UNF America whereby the Company is committed to purchase its requirements, subject to
certain exceptions, for first quality nylon POY for texturing (excluding specialty yarns) from UNF
or UNF America. Pricing under the contract is negotiated every six months and is based on market
rates.
Repreve Renewable, LLC. On April 26, 2010, the Company entered into an agreement
to form a new joint venture, Repreve Renewables. This joint venture was established for the
purpose of acquiring the assets and the expertise related to the business of cultivating, growing,
and selling biomass crops, including feedstock for establishing biomass crops that are intended to
be used as a fuel or in the production of fuels or energy in the U.S. and the European Union. The
Company received a 40% ownership interest in the joint venture for its contribution of $4 million.
In addition, the Company contributed $0.3 million for its share of initial working capital.
Condensed combined balance sheet information and income statement information as of June 27,
2010, June 28, 2009, and June 29, 2008 of the combined unconsolidated equity affiliates were as
follows (amounts in thousands):
June 27, 2010 | ||||||||||||
PAL | Other | Total | ||||||||||
Current assets |
$ | 198,958 | $ | 11,497 | $ | 210,455 | ||||||
Noncurrent assets |
120,380 | 12,466 | 132,846 | |||||||||
Current liabilities |
48,220 | 5,238 | 53,458 | |||||||||
Noncurrent liabilities |
25,621 | 2,000 | 27,621 | |||||||||
Shareholders equity and capital accounts |
245,497 | 16,725 | 262,222 |
June 28, 2009 | ||||||||||||
PAL | Other | Total | ||||||||||
Current assets |
$ | 150,542 | $ | 2,329 | $ | 152,871 | ||||||
Noncurrent assets |
98,460 | 3,433 | 101,893 | |||||||||
Current liabilities |
21,755 | 1,080 | 22,835 | |||||||||
Noncurrent liabilities |
8,405 | | 8,405 | |||||||||
Shareholders equity and capital accounts |
218,842 | 4,682 | 223,524 |
Fiscal Year Ended June 27, 2010 | ||||||||||||
PAL | Other | Total | ||||||||||
Net sales |
$ | 599,926 | $ | 22,915 | $ | 622,841 | ||||||
Gross profit |
53,715 | 3,481 | 57,196 | |||||||||
Depreciation and amortization |
21,245 | 1,599 | 22,844 | |||||||||
Income from operations |
37,388 | 1,508 | 38,896 | |||||||||
Net income |
37,660 | 1,296 | 38,956 |
Fiscal Year Ended June 28, 2009 | ||||||||||||
PAL | Other | Total | ||||||||||
Net sales |
$ | 408,841 | $ | 18,159 | $ | 427,000 | ||||||
Gross profit (loss) |
24,011 | (2,349 | ) | 21,662 | ||||||||
Depreciation and amortization |
18,805 | 1,896 | 20,701 | |||||||||
Income (loss) from operations |
14,090 | (3,649 | ) | 10,441 | ||||||||
Net income (loss) |
10,367 | (3,338 | ) | 7,029 |
Fiscal Year Ended June 29, 2008 | ||||||||||||
PAL | Other | Total | ||||||||||
Net sales |
$ | 460,497 | $ | 172,108 | $ | 632,605 | ||||||
Gross profit (loss) |
21,504 | (6,799 | ) | 14,705 | ||||||||
Depreciation and amortization |
17,777 | 8,486 | 26,263 | |||||||||
Income (loss) from operations |
10,437 | (15,652 | ) | (5,215 | ) | |||||||
Net income (loss) |
24,269 | (16,258 | ) | 8,011 |
Review of Fiscal Year 2010 Results of Operations (52 Weeks) Compared to Fiscal Year 2009 (52 Weeks)
The following table sets forth the income (loss) from continuing operations components for
each of the Companys business segments for fiscal year 2010 and fiscal year 2009. 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 prior year:
Fiscal Year 2010 | Fiscal Year 2009 | |||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
% to Total | % to Total | % Inc. (Dec.) | ||||||||||||||||||
Consolidated |
||||||||||||||||||||
Net sales |
||||||||||||||||||||
Polyester |
$ | 452,674 | 73.4 | $ | 403,124 | 72.8 | 12.3 | |||||||||||||
Nylon |
164,079 | 26.6 | 150,539 | 27.2 | 9.0 | |||||||||||||||
Total |
$ | 616,753 | 100.0 | $ | 553,663 | 100.0 | 11.4 | |||||||||||||
% to | % to | |||||||||||||||||||
Net Sales | Net Sales | |||||||||||||||||||
Cost of sales |
||||||||||||||||||||
Polyester |
$ | 401,640 | 65.1 | $ | 386,201 | 69.8 | 4.0 | |||||||||||||
Nylon |
143,613 | 23.3 | 138,956 | 25.1 | 3.4 | |||||||||||||||
Total |
545,253 | 88.4 | 525,157 | 94.9 | 3.8 | |||||||||||||||
Restructuring charges (recoveries) |
||||||||||||||||||||
Polyester |
739 | 0.1 | 199 | | 271.4 | |||||||||||||||
Nylon |
| | 73 | | | |||||||||||||||
Corporate |
| | (181 | ) | | | ||||||||||||||
Total |
739 | 0.1 | 91 | | 712.1 | |||||||||||||||
Write down of long-lived assets |
||||||||||||||||||||
Polyester |
100 | | 350 | | (71.4 | ) | ||||||||||||||
Nylon |
| | | | | |||||||||||||||
Total |
100 | | 350 | | (71.4 | ) | ||||||||||||||
Goodwill impairment |
||||||||||||||||||||
Polyester |
| | 18,580 | 3.4 | | |||||||||||||||
Nylon |
| | | | | |||||||||||||||
Total |
| | 18,580 | 3.4 | | |||||||||||||||
Selling, general and administrative
expenses |
||||||||||||||||||||
Polyester |
36,576 | 5.9 | 30,972 | 5.6 | 18.1 | |||||||||||||||
Nylon |
9,607 | 1.6 | 8,150 | 1.5 | 17.9 | |||||||||||||||
Total |
46,183 | 7.5 | 39,122 | 7.1 | 18.0 | |||||||||||||||
Provision for bad debts |
123 | | 2,414 | 0.4 | (94.9 | ) | ||||||||||||||
Other operating (income) expenses, net |
(1,033 | ) | (0.1 | ) | (5,491 | ) | (1.0 | ) | (81.2 | ) | ||||||||||
Non-operating (income) expenses, net |
7,017 | 1.1 | 18,200 | 3.3 | (61.4 | ) | ||||||||||||||
Income (loss) from continuing
operations before income taxes |
18,371 | 3.0 | (44,760 | ) | (8.1 | ) | (141.0 | ) | ||||||||||||
Provision for income taxes |
7,686 | 1.3 | 4,301 | 0.8 | 78.7 | |||||||||||||||
Income (loss) from continuing operations |
10,685 | 1.7 | (49,061 | ) | (8.9 | ) | (121.8 | ) | ||||||||||||
Income from
discontinued operations,
net of tax |
| | 65 | 0.1 | | |||||||||||||||
Net income (loss) |
$ | 10,685 | 1.7 | $ | (48,996 | ) | (8.8 | ) | (121.8 | ) | ||||||||||
For fiscal year 2010, the Company recognized $18.4 million of income from continuing
operations before income taxes which was an increase of $63.1 million over the prior year. The
increase in income from continuing operations was primarily attributable to improved gross profit
in both the domestic and Brazilian operations as a result of improvements in retail demand in the
Companys core markets year-over-year and a reduction in goodwill impairment charges recorded in
fiscal year 2009.
Consolidated net sales from continuing operations increased by $63.1 million, or 11.4%, for
fiscal year 2010 compared to the prior year. For the fiscal year 2010, unit sales volumes
increased by 15.9% reflecting improvements in both the domestic and Brazilian operations. As
compared to the prior year, polyester volumes increased by 16.5% and nylon volumes increased by
11.3%. The increase in sales volumes was attributable to the recovery from the recent global
economic downturn which had impacted all textile supply chains and markets. The weighted-average
selling price per pound for the Companys products on a consolidated basis decreased 4.5% as
compared to the prior fiscal year. Refer to the segment operations under the captions Polyester
Operations and Nylon Operations for a further discussion of each segments operating results.
Consolidated gross profit from continuing operations increased $43 million to $71.5 million
for fiscal year 2010. This increase in gross profit was primarily attributable to higher sales
volumes, improved conversions (net sales less raw material cost) and improved per unit
manufacturing costs for both the polyester and nylon segments which resulted in a gross margin
increase from 5.1% to 11.6%. Consolidated conversion per unit improved 5.1% as the Company
recovered previously lost margins resulting from significantly higher raw material cost in the
prior year. However, this recovery was mitigated by the impact of rising average raw material
prices which began during the second quarter of fiscal year 2010. Gross profit was also positively
impacted by improvements in manufacturing costs which declined 17.1% on a per unit basis. The
improvements in manufacturing costs were attributable to increased capacity utilization and to the
Companys continued focus on process improvements over the past fiscal year. Refer to the segment
operations under the captions Polyester Operations and Nylon Operations for a further
discussion of each segments operating results.
Selling, General, and Administrative Expenses
Consolidated SG&A expenses increased by $7.1 million or 18.0% for fiscal year 2010. The
increase in SG&A for fiscal year 2010 was primarily a result of increases of $5.2 million in fringe
benefits which is primarily related to the Companys dramatic year-over-year performance
improvement. The remaining SG&A expenses increased by $1 million due to non-cash deferred
compensation costs related to stock option grants, $0.5 million in other SG&A expenses, $0.2
million in employee relation expenses, and $0.2 million in sales and marketing expenses.
Provision for Bad Debts
For fiscal year 2010, the Company recorded a $0.1 million provision for bad debts. This
compares to a provision of $2.4 million recorded in the prior fiscal year. In fiscal year 2009,
the Company experienced unfavorable adjustments as a result of the global decline in economic
conditions, however in fiscal year 2010, the Company recorded favorable adjustments to the reserve
related to the improved health of the economy and the related impact on the Companys accounts
receivable aging.
Other Operating (Income) Expense, Net
Other operating (income) expense decreased from $5.5 million of income in fiscal year 2009 to
$1 million of income in fiscal year 2010. The following table shows the components of other
operating (income) expense:
Fiscal Years Ended | ||||||||
June 27, 2010 | June 28, 2009 | |||||||
(Amounts in thousands) | ||||||||
Net (gain) loss on sale or disposal of PP&E |
$ | 680 | $ | (5,856 | ) | |||
Gain from sale of nitrogen credits |
(1,400 | ) | | |||||
Currency (gains) losses |
(145 | ) | 354 | |||||
Other, net |
(168 | ) | 11 | |||||
$ | (1,033 | ) | $ | (5,491 | ) | |||
On September 29, 2008, the Company entered into an agreement to sell certain real property and
related assets located in Yadkinville, North Carolina for $7 million. On December 19, 2008, the
Company completed the sale which resulted in net proceeds of $6.6 million and a net pre-tax gain of
$5.2 million in the second quarter of fiscal year 2009. During the third quarter of fiscal year
2010, the Company received $1.4 million from the sale of nitrogen credits related to the Kinston
sales
agreement as discussed in Footnote 7-Assets Held for Sale of the Companys consolidated
financial statements included elsewhere in this Annual Report on Form 10-K.
Interest Expense (Interest Income)
Interest expense decreased from $23.2 million in fiscal year 2009 to $21.9 million in fiscal
year 2010 primarily due to lower average outstanding debt related to the Companys 2014 notes. The
Company had no outstanding borrowings under its Amended Credit Agreement as of June 27, 2010 and
June 28, 2009. The weighted average interest rate of Company debt outstanding at June 27, 2010 and
June 28, 2009 was 11.5% and 11.4%, respectively. Interest income was $3.1 million in fiscal year
2010 and $2.9 million in fiscal year 2009.
Equity in (Earnings) Losses of Unconsolidated Affiliates
Equity in net income of the Companys unconsolidated equity affiliates was $11.7 million in
fiscal year 2010 compared to $3.3 million in fiscal year 2009. The Companys 34% share of PALs
earnings increased from $4.7 million of income in fiscal year 2009 to $11.6 million of income in
fiscal year 2010 primarily due to improved economic conditions, the HBI supply agreement and the
timing of the recognition of income related to the economic assistance benefits as discussed above
in the Joint Ventures and Other Equity Investments section.
Income Taxes
Income (loss) from continuing operations before income taxes is as follows:
Fiscal Years Ended | ||||||||
June 27, 2010 | June 28, 2009 | |||||||
(Amounts in thousands) | ||||||||
Income (loss) from continuing operations before income taxes: |
||||||||
United States |
$ | (4,399 | ) | $ | (54,310 | ) | ||
Foreign |
22,770 | 9,550 | ||||||
$ | 18,371 | $ | (44,760 | ) | ||||
The provision for (benefit from) income taxes applicable to continuing operations for fiscal
years 2010 and 2009 consists of the following:
Fiscal Years Ended | ||||||||
June 27, 2010 | June 28, 2009 | |||||||
(Amounts in thousands) | ||||||||
Current: |
||||||||
Federal |
$ | (48 | ) | $ | | |||
Foreign |
8,325 | 3,927 | ||||||
8,277 | 3,927 | |||||||
Deferred: |
||||||||
Foreign |
(591 | ) | 374 | |||||
(591 | ) | 374 | ||||||
Income tax provision |
$ | 7,686 | $ | 4,301 | ||||
The Company recognized income tax expense at an effective tax rate of 41.8% and 9.6% for
fiscal year 2010 and 2009 respectively. A reconciliation of the
provision for (benefit from) income taxes
with the amounts obtained by applying the federal statutory tax rate is as follows:
Fiscal Years Ended | ||||||||
June 27, 2010 | June 28, 2009 | |||||||
Federal statutory tax rate |
35.0 | % | (35.0 | )% | ||||
State income taxes, net of federal tax benefit |
(0.4 | ) | (3.9 | ) | ||||
Foreign income taxed at lower rates |
(5.6 | ) | 2.1 | |||||
Repatriation of foreign earnings |
8.4 | (3.9 | ) | |||||
North Carolina investment tax credits expiration |
5.2 | 2.2 | ||||||
Change in valuation allowance |
(0.4 | ) | 45.2 | |||||
Nondeductible expenses and other |
(0.4 | ) | 2.9 | |||||
Effective tax rate |
41.8 | % | 9.6 | % | ||||
In fiscal year 2008, the Company accrued federal income tax on $5 million of dividends
expected to be distributed from a foreign subsidiary in future fiscal periods and $0.3 million of
dividends distributed from a foreign subsidiary during fiscal year 2008. During the third quarter
of fiscal year 2009, management revised its assertion with respect to the repatriation of $5
million of dividends and at that time intended to permanently reinvest this $5 million amount
outside of the U.S. During fiscal year 2010, the Company repatriated current foreign earnings of
$5.2 million for which the Company recorded an accrual of the related federal income taxes. All
remaining undistributed earnings are deemed to be indefinitely reinvested.
As of June 27, 2010, the Company has $53.7 million in federal net operating loss carryforwards
and $40.5 million in state net operating loss carryforwards that may be used to offset future
taxable income. The Company also has $1.9 million in North Carolina investment tax credits and $0.3
million of charitable contribution carryforwards, the deferred income tax effects of which are
fully offset by valuation allowances. The Company accounts for investment credits using the
flow-through method. These carryforwards, if unused, will expire as follows:
Federal net operating loss carryforwards |
2024 through 2030 | |||
State net operating loss carryforwards |
2011 through 2030 | |||
North Carolina investment tax credit carryforwards |
2011 through 2015 | |||
Charitable contribution carryforwards |
2011 through 2015 |
The Company had a valuation allowance of $40 million and $40.1 million for fiscal years
2010 and 2009 respectively. The $0.1 million net decrease in fiscal year 2010 resulted primarily
from a decrease in temporary differences and the expiration of state income tax credit
carryforwards which were offset by an increase in federal net operating loss carryforwards.
Significant judgment is required in estimating valuation allowances for deferred tax assets. A
valuation allowance is established against a deferred tax asset if, based on the available
evidence, it is more likely than not that such asset will not be realized. The realization of a
deferred tax asset ultimately depends on the existence of sufficient taxable income in either the
carryback or carryforward periods under tax law. The Company periodically assesses the need for
valuation allowances for deferred tax assets. In its assessment, appropriate consideration is given
to all positive and negative evidence related to the realization of the deferred tax assets. This
assessment considers, among other matters, the nature, frequency and magnitude of current and
cumulative income and losses, forecasts of future profitability, the duration of statutory
carryback or carryforward periods, the Companys experience with operating loss and tax credit
carryforwards being used before expiration, and tax planning alternatives.
The Companys assessment of the need for a valuation allowance on its deferred tax assets
includes assessing the likely future tax consequences of events that have been recognized in the
Companys consolidated financial statements or tax returns. The Company bases its estimate of
deferred tax assets and liabilities on current tax laws and rates and, in certain cases, on
business plans and other expectations about future outcomes. Changes in existing tax laws or rates
could affect actual tax results and future business results may affect the amount of deferred tax
liabilities or the valuation of deferred tax assets over time. Accounting for deferred tax assets
represents the Companys best estimate of future events.
Significant components of the Companys deferred tax assets and liabilities as of June 27,
2010 and June 28, 2009 were as follows:
June 27, 2010 | June 28, 2009 | |||||||
(Amounts in thousands) | ||||||||
Deferred tax assets: |
||||||||
Investments in unconsolidated affiliates |
$ | 16,331 | $ | 18,882 | ||||
State tax credits |
1,391 | 2,347 | ||||||
Accrued liabilities and valuation reserves |
8,748 | 11,080 | ||||||
Net operating loss carryforwards |
20,318 | 17,663 | ||||||
Intangible assets |
8,483 | 8,809 | ||||||
Charitable contributions |
222 | 253 | ||||||
Other items |
2,428 | 2,392 | ||||||
Total gross deferred tax assets |
57,921 | 61,426 | ||||||
Valuation allowance |
(39,988 | ) | (40,118 | ) | ||||
Net deferred tax assets |
17,933 | 21,308 | ||||||
Deferred tax liabilities: |
||||||||
PP&E |
15,791 | 20,114 | ||||||
Other |
616 | 387 | ||||||
Total deferred tax liabilities |
16,407 | 20,501 | ||||||
Net deferred tax asset |
$ | 1,526 | $ | 807 | ||||
Polyester Operations
The following table sets forth the segment operating income (loss) components for the
polyester segment for fiscal year 2010 and fiscal year 2009. The table also sets forth the percent
to net sales and the percentage increase or decrease over the prior year:
Fiscal Year 2010 | Fiscal Year 2009 | |||||||||||||||||||
% to | % to | % | ||||||||||||||||||
Net Sales | Net Sales | Inc. (Dec.) | ||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
Net sales |
$ | 452,674 | 100.0 | $ | 403,124 | 100.0 | 12.3 | |||||||||||||
Cost of sales |
401,640 | 88.7 | 386,201 | 95.8 | 4.0 | |||||||||||||||
Restructuring charges |
739 | 0.2 | 199 | 0.0 | 271.4 | |||||||||||||||
Write down of long-lived assets |
100 | 0.0 | 350 | 0.1 | (71.4 | ) | ||||||||||||||
Goodwill impairment |
| | 18,580 | 4.6 | | |||||||||||||||
Selling, general and
administrative expenses |
36,576 | 8.1 | 30,972 | 7.7 | 18.1 | |||||||||||||||
Segment operating income (loss) |
$ | 13,619 | 3.0 | $ | (33,178 | ) | (8.2 | ) | (141.0 | ) | ||||||||||
In fiscal year 2010, consolidated polyester net sales increased by $49.6 million, or
12.3% compared to fiscal year 2009. The Companys polyester segment sales volumes increased
approximately 16.5% and the weighted-average selling price decreased approximately 4.2%. Polyester
segment sales exclusive of intercompany eliminations consist of $314 million from the U.S.
manufacturing operations, $130 million from the Brazilian manufacturing operations, $18.2 million
from the China sales operations, and $3.9 million from the UCA resale operations compared to $291
million, $114 million, $3 million, and nil, respectively in fiscal year 2009.
Domestically, polyester net sales increased by $14.5 million, or 5.1% as compared to fiscal
year 2009. Domestic sales volumes increased 12.8% while the weighted-average selling price
decreased approximately 7.8%. The improvement in domestic polyester sales volume in fiscal year
2010 related to increases in domestic retail sales which favorably impacted the Companys core
markets when compared to fiscal year 2009. The decrease in domestic weighted-average selling price
reflected a shift of the Companys sales product mix to a higher percentage of commodity products
to fully utilize the Companys manufacturing capacity.
The Companys Chinese subsidiary, UTSC, increased its polyester net sales to $18.2 million in
fiscal year 2010 as compared to $3 million in fiscal year 2009 as the Company strategically
improved its development, sourcing, resale and servicing of PVA products in the Asian region. UTSC
began selling products to its customers in February 2009.
Gross profit for the consolidated polyester segment increased by $34.1 million, or 201.6%,
over fiscal year 2009. Gross margin increased from 4.2% in fiscal year 2009 to 11.3% in fiscal
year 2010. Polyester conversion dollars improved on a per unit basis by 7.3% while per unit
manufacturing costs decreased by 18.1%. The decrease in manufacturing costs consisted of decreased
per unit variable manufacturing costs of 16.1% and decreased per unit fixed manufacturing costs of
22.2% as a result of significantly higher sales related to higher capacity utilization levels.
Domestic polyester gross profit increased by $18.8 million over fiscal year 2009 primarily as
a result of improved conversion dollars and lower manufacturing costs. Domestic polyester
conversion increased by $10.5 million but decreased 1.6% on a per unit basis due to a lower margin
sales mix and higher volumes. Variable manufacturing costs decreased by $2.9 million, and on a per
pound basis, decreased 15.1% primarily as a result of operational improvements implemented during
the past fiscal year which resulted in lower wage expenses of $2 million as well as higher capacity
utilization rates. As compared to fiscal year 2009, fixed manufacturing costs declined by $5.4
million primarily as a result of decreases in depreciation expense of $2.9 million, allocated
expenses from the Companys former China joint venture of $1 million, expense projects of $0.8
million, and property tax expenses of $0.6 million.
On a local currency basis, gross profit for the Companys Brazilian operation increased by
R$21.5 million, or 64.4% on a per pound basis for the year ended June 27, 2010 compared to the
prior year. Net sales increased R$5.8 million or 2.5% however sales prices declined 4.6% on a per
unit basis due in part to local competition in the Brazilian market. Brazilian polyester sales
volumes increased by 7.5% over the prior fiscal year. Conversion improved 29.0% on a per unit
basis which was mainly driven by declines in per unit raw material costs of 17.1% related to
improved fiber costs. The strengthening Brazilian exchange rate over the U.S. dollar gave the
subsidiary more purchasing power since it purchases most of its raw materials in U.S. dollars.
Variable manufacturing costs increased R$0.9 million due to a higher sales percentage of
manufactured products versus resale products while decreasing 3.2% on a per pound basis reflecting
a higher capacity utilization rate. Fixed manufacturing costs increased R$1.5 million due to the
higher mix of manufactured products sold while decreasing 7.9% on a per pound basis. On a U.S.
dollar basis net sales increased by $16.7 million or 14.8% in fiscal year 2010 compared to the
prior year primarily as a result of $13.1 million in positive currency exchange impact. Gross
profit increased by $12.9 million, or 75.2% on a per unit basis.
SG&A expenses for the polyester segment increased by $5.6 million or 18.1% for fiscal year
2010 compared to fiscal year 2009. The polyester segments SG&A expenses consist of polyester
foreign subsidiaries costs and allocated domestic costs. The percentage of domestic SG&A costs
allocated to each segment is determined at the beginning of every year based on specific budgeted
cost drivers.
The polyester segment net sales, gross profit and SG&A expenses as a percentage of total
consolidated amounts were 73.4%, 71.4% and 79.2% for fiscal year 2010 compared to 72.8%, 59.4% and
79.2% for fiscal year 2009, respectively.
Nylon Operations
The following table sets forth the segment operating profit components for the nylon segment
for fiscal year 2010 and fiscal year 2009. The table also sets forth the percent to net sales and
the percentage increase or decrease over the prior year:
Fiscal Year 2010 | Fiscal Year 2009 | |||||||||||||||||||
% to | % to | % | ||||||||||||||||||
Net Sales | Net Sales | Inc. (Dec.) | ||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
Net sales |
$ | 164,079 | 100.0 | $ | 150,539 | 100.0 | 9.0 | |||||||||||||
Cost of sales |
143,613 | 87.5 | 138,956 | 92.3 | 3.4 | |||||||||||||||
Restructuring charges |
| | 73 | | | |||||||||||||||
Selling, general and
administrative expenses |
9,607 | 5.9 | 8,150 | 5.4 | 17.9 | |||||||||||||||
Segment operating income (loss) |
$ | 10,859 | 6.6 | $ | 3,360 | 2.3 | 223.2 | |||||||||||||
Fiscal year 2010 nylon net sales increased by $13.5 million, or 9.0% compared to fiscal year
2009. The Companys nylon segment sales volumes increased by 11.3% while the weighted-average
selling price decreased by 2.3%. The improvement in nylon sales volume was primarily due to
greater demand for its nylon products in the legwear and apparel markets as compared to the prior
year. The reduction in the average selling price was primarily due to shift in the mix of products
sold. Nylon segment sales exclusive of intercompany eliminations consist of $160 million from the
U.S. manufacturing operations, $4.9 million from the Colombian manufacturing operations, and $1.8
million from the UCA resale operations compared to $148 million, $3.2 million, and nil,
respectively in fiscal year 2009.
After being negatively impacted by the economic downturn during fiscal year 2009, the nylon
segment sales improved considerably during fiscal year 2010 due to the recovery of apparel retail
sales and strength in regional sourcing. The continued emergence of shape-wear, further potential
expansion of regional sourcing, and projected growth of the Companys leading domestic hosiery
producer are expected to provide growth for the Company in this segment for the remainder of
calendar year 2010.
Gross profit for the nylon segment increased by $8.9 million, or 76.7% in fiscal year 2010.
The nylon segment experienced an increase in conversion of $8.3 million, or 3.0% on a per unit
basis due to the recovery of previously lost margins resulting from significantly higher raw
material cost incurred in the prior fiscal year. Manufacturing costs decreased by $0.6 million, or
11.3% on a per unit basis. Variable manufacturing costs increased by $1.9 million, or 5.5%
primarily from higher wage and fringe expense of $0.5 million, utilities of $1.1 million, and
packaging costs of $0.4 million, however, on a per unit basis decreased 5.1% reflecting a higher
capacity utilization rate. Fixed manufacturing costs decreased by $2.5 million, or 23.9% primarily
due to lower depreciation expense of $3.2 million offset by higher allocated manufacturing costs of
$0.7 million.
SG&A expenses for the nylon segment increased by $1.5 million or 17.9% in fiscal year 2010.
The nylon segments SG&A expenses consist of nylon foreign subsidiary costs and allocated domestic
costs. The percentage of domestic SG&A costs allocated to each segment is determined at the
beginning of every year based on specific budgeted cost drivers.
The nylon segment net sales, gross profit and SG&A expenses as a percentage of total
consolidated amounts were 26.6%, 28.6% and 20.8% for fiscal year 2010 compared to 27.2%, 40.6% and
20.8% for fiscal year 2009, respectively.
Review of Fiscal Year 2009 Results of Operations (52 Weeks) Compared to Fiscal Year 2008 (53
Weeks)
The following table sets forth the loss from continuing operations components for each of the
Companys business segments for fiscal year 2009 and fiscal year 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
prior year:
Fiscal Year 2009 | Fiscal Year 2008 | |||||||||||||||||||
% to Total | % to Total | % Inc. (Dec.) | ||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
Consolidated |
||||||||||||||||||||
Net sales |
||||||||||||||||||||
Polyester |
$ | 403,124 | 72.8 | $ | 530,567 | 74.4 | (24.0 | ) | ||||||||||||
Nylon |
150,539 | 27.2 | 182,779 | 25.6 | (17.6 | ) | ||||||||||||||
Total |
$ | 553,663 | 100.0 | $ | 713,346 | 100.0 | (22.4 | ) | ||||||||||||
% to | % to | |||||||||||||||||||
Net Sales | Net Sales | |||||||||||||||||||
Cost of sales |
||||||||||||||||||||
Polyester |
$ | 386,201 | 69.8 | $ | 494,209 | 69.3 | (21.9 | ) | ||||||||||||
Nylon |
138,956 | 25.1 | 168,555 | 23.6 | (17.6 | ) | ||||||||||||||
Total |
525,157 | 94.9 | 662,764 | 92.9 | (20.8 | ) | ||||||||||||||
Restructuring charges |
||||||||||||||||||||
Polyester |
199 | | 3,818 | 0.6 | (94.8 | ) | ||||||||||||||
Nylon |
73 | | 209 | | (65.1 | ) | ||||||||||||||
Corporate |
(181 | ) | | | | | ||||||||||||||
Total |
91 | | 4,027 | 0.6 | (97.7 | ) | ||||||||||||||
Write down of long-lived assets |
||||||||||||||||||||
Polyester |
350 | | 2,780 | 0.4 | (87.4 | ) | ||||||||||||||
Nylon |
| | | | | |||||||||||||||
Total |
350 | | 2,780 | 0.4 | (87.4 | ) | ||||||||||||||
Goodwill impairment |
||||||||||||||||||||
Polyester |
18,580 | 3.4 | | | | |||||||||||||||
Nylon |
| | | | | |||||||||||||||
Total |
18,580 | 3.4 | | | | |||||||||||||||
Selling, general and administrative
expenses |
||||||||||||||||||||
Polyester |
30,972 | 5.6 | 40,606 | 5.7 | (23.7 | ) | ||||||||||||||
Nylon |
8,150 | 1.5 | 6,966 | 1.0 | 17.0 | |||||||||||||||
Total |
39,122 | 7.1 | 47,572 | 6.7 | (17.8 | ) | ||||||||||||||
Provision for bad debts |
2,414 | 0.4 | 214 | | 1,028.0 | |||||||||||||||
Other operating (income) expenses, net |
(5,491 | ) | (1.0 | ) | (6,427 | ) | (0.9 | ) | (14.6 | ) | ||||||||||
Non-operating (income) expenses, net |
18,200 | 3.3 | 32,742 | 4.6 | (44.4 | ) | ||||||||||||||
Loss from continuing operations
before income taxes |
(44,760 | ) | (8.1 | ) | (30,326 | ) | (4.3 | ) | 47.6 | |||||||||||
Provision (benefit) for income taxes |
4,301 | 0.8 | (10,949 | ) | (1.5 | ) | (139.3 | ) | ||||||||||||
Loss from continuing operations |
(49,061 | ) | (8.9 | ) | (19,377 | ) | (2.8 | ) | 153.2 | |||||||||||
Income from
discontinued operations,
net of tax |
65 | 0.1 | 3,226 | 0.5 | (98.0 | ) | ||||||||||||||
Net loss |
$ | (48,996 | ) | (8.8 | ) | $ | 16,151 | (2.3 | ) | 203.4 | ||||||||||
For fiscal year 2009, the Company recognized a $44.8 million loss from continuing
operations before income taxes which was a $14.4 million increase in losses over the prior year.
The decline in continuing operations was primarily attributable to decreased sales volumes in the
polyester and nylon segments as a result of the economic downturn which began in the second quarter
of fiscal year 2009. In addition, the Company recorded $18.6 million in goodwill impairment
charges in fiscal year 2009.
Consolidated net sales from continuing operations decreased $160 million, or 22.4%, for fiscal
year 2009. For the fiscal year 2009, unit sales volumes decreased 22.9% primarily due to the
global economic downturn which impacted all textile supply chains and markets as discussed earlier.
Compared to prior year, polyester volumes decreased 23.9% and nylon volumes decreased 15.8%. The
weighted-average price per pound for the Companys products on a consolidated basis remained flat
as compared to the prior fiscal year. Refer to the segment operations under the captions
Polyester Operations and Nylon Operations for a further discussion of each segments operating
results.
At the segment level, polyester dollar net sales accounted for 72.8% of consolidated net sales
in fiscal year 2009 compared to 74.4% in fiscal year 2008. Nylon accounted for 27.2% of dollar net
sales for fiscal year 2009 compared to 25.6% for the prior fiscal year.
Consolidated gross profit from continuing operations decreased $22.1 million to $28.5 million
for fiscal year 2009. This decrease was primarily attributable to lower sales volumes and lower
conversion margins for the polyester and nylon segments offset by improved per unit manufacturing
costs for both the polyester and nylon segments. The decrease in sales volumes was attributable to
the global economic downturn which impacted all textile supply chains and markets. Additionally,
sales were impacted by excessive inventories across the supply chain. These excessive inventory
levels declined during the year as the effects of the inventory de-stocking began to subside.
Conversion margins on a per pound basis decreased 12% and 3% in the polyester and nylon segments,
respectively. Manufacturing costs on a per pound basis decreased 2% and 3% for the polyester and
nylon segments, respectively as the Company aligned operational costs with lower sales volumes.
Refer to the segment operations under the captions Polyester Operations and Nylon Operations
for a further discussion of each segments operating results.
Severance and Restructuring Charges
On August 22, 2007, the Company announced its plan to re-organize certain corporate staff and
manufacturing support functions to further reduce costs. The Company recorded $1.1 million for
severance related to this reorganization. Approximately 54 salaried employees were affected by
this reorganization. In addition, the Company recorded severance of $2.4 million for its former
CEO in the first quarter of fiscal year 2008 and $1.7 million for severance in the second quarter
of fiscal year 2008 related to its former CFO during fiscal year 2008.
In fiscal year 2008, the Company recorded $3.4 million for restructuring charges related to
contract termination costs and other noncancellable contracts for continued services and $1.3
million in severance costs all related to the closure of its Kinston, North Carolina polyester
facility offset by $0.3 million in favorable adjustments related to a lease obligation associated
with the closure of its Altamahaw, North Carolina facility.
On May 14, 2008, the Company announced the closure of its polyester facility located in
Staunton, Virginia and the transfer of certain production to its facility in Yadkinville, North
Carolina. During the first quarter of fiscal year 2009, the Company recorded $0.1 million for
severance related to the Staunton consolidation. Approximately 40 salaried and wage employees were
affected by this reorganization.
In the third quarter of fiscal year 2009, the Company re-organized and reduced its workforce
due to the economic downturn. Approximately 200 salaried and wage employees were affected by this
reorganization related to the Companys efforts to reduce costs. As a result, the Company recorded
$0.3 million in severance charges related to certain salaried corporate and manufacturing support
staff. During the fourth quarter of fiscal year 2009, the Company recorded $0.2 million of
restructuring recoveries related to retiree reserves.
Write downs of Long-Lived Assets
During the first quarter of fiscal year 2008, the Companys Brazilian polyester operation
continued its modernization plan for its facilities by abandoning four of its older machines and
replacing these machines with newer machines that it purchased from the Companys domestic
polyester division. As a result, the Company recognized a $0.5 million non-cash impairment charge
on the older machines.
During the second quarter of fiscal year 2008, the Company evaluated the carrying value of the
remaining machinery and equipment at Dillon. The Company sold several machines to a foreign
subsidiary and in addition transferred several other machines to its Yadkinville, North Carolina
facility. Six of the remaining machines were leased under an operating lease to a manufacturer in
Mexico at a fair market value substantially less than their carrying value. The last five
remaining machines were scrapped for spare parts inventory. These eleven machines were written
down to fair market value determined by the lease; and as a result, the Company recorded a non-cash
impairment charge of $1.6 million in the second quarter of fiscal year 2008. The adjusted net book
value was depreciated over a two year period which is consistent with the life of the lease.
In addition, during the second quarter of fiscal year 2008, the Company negotiated with a
third party to sell its Kinston, North Carolina polyester facility. Based on appraisals,
management concluded that the carrying value of the real estate exceeded its fair value.
Accordingly, the Company recorded $0.7 million in non-cash impairment charges. On March 20, 2008,
the Company completed the sale of assets located in Kinston. The Company retained the right to
sell certain idle polyester assets for a period of two years ending in March 2010. At that time,
the assets reverted back to DuPont with no consideration paid to the Company.
During the fourth quarter of fiscal year 2009, the Company determined that a review of the
remaining assets held for sale located in Kinston, North Carolina was necessary as a result of
sales negotiations. The cash flow projections related to these assets were based on the expected
sales proceeds, which were estimated based on the current status of negotiations with a potential
buyer. As a result of this review, the Company determined that the carrying value of the assets
exceeded the fair value and recorded $0.4 million in non-cash impairment charges related to these
assets held for sale.
Goodwill Impairment
The Companys balance sheet at December 28, 2008 reflected $18.6 million of goodwill, all of
which related to the acquisition of Dillon in January 2007. The Company previously determined that
all of this goodwill should be allocated to the domestic polyester reporting unit. Based on a
decline in its market capitalization during the third quarter of fiscal year 2009 and difficult
market conditions, the Company determined that it was appropriate to re-evaluate the carrying value
of its goodwill during the quarter ended March 29, 2009. In connection with this third quarter
interim impairment analysis, the Company updated its cash flow forecasts based upon the latest
market intelligence, its discount rate and its market capitalization values. The projected cash
flows were based on the Companys forecasts of volume, with consideration of relevant industry and
macroeconomic trends. The fair value of the domestic polyester reporting unit was determined based
upon a combination of a discounted cash flow analysis and a market approach utilizing market
multiples of guideline publicly traded companies. As a result of the findings, the Company
determined that the goodwill was impaired and recorded an impairment charge of $18.6 million in the
third quarter of fiscal year 2009.
Selling, General, and Administrative Expenses
Consolidated SG&A expenses decreased by $8.5 million or 17.8% for fiscal year 2009. The
decrease in SG&A for fiscal year 2009 was primarily a result of decreases of $4.1 million in
executive severance costs in fiscal year 2008, $1.2 million in deposit write offs in fiscal year
2008, $1.3 million in salaries and fringe benefit costs, $1.3 million related to the Brazilian
operation, $0.8 million in depreciation expenses, $0.7 million in insurance expenses, and $0.2
million in equipment leases and maintenance expenses offset by increases of $0.6 million in
deferred compensation charges, $0.3 million in amortization of Dillon acquisition costs, and $0.2
million in amortization of Burke Mills Inc. acquisition costs. Included in the above decreases in
SG&A was a decrease of $0.9 million primarily due to currency exchange differences related to the
translation of the Companys Brazilian operation.
Provision for Bad Debts
For fiscal year 2009, the Company recorded a $2.4 million provision for bad debts. This
compares to a provision of $0.2 million recorded in fiscal year 2008. In fiscal year 2008, the
Company recorded favorable adjustments to the reserve related to its domestic and Brazilian
operations, while in fiscal year 2009, the Company experienced unfavorable adjustments as a result
of the recent decline in economic conditions.
Other Operating (Income) Expense, Net
Other operating (income) expense decreased from $6.4 million of income in fiscal year 2008 to
$5.5 million of income in fiscal year 2009. The following table shows the components of other
operating (income) expense:
Fiscal Years Ended | ||||||||
June 28, 2009 | June 29, 2008 | |||||||
(Amounts in thousands) | ||||||||
Net gains on sales of PP&E |
$ | (5,856 | ) | $ | (4,003 | ) | ||
Gain from sale of nitrogen credits |
| (1,614 | ) | |||||
Currency losses |
354 | 522 | ||||||
Technology fees from China joint venture |
| (1,398 | ) | |||||
Other, net |
11 | 66 | ||||||
$ | (5,491 | ) | $ | (6,427 | ) | |||
Interest Expense (Interest Income)
Interest expense decreased from $26.1 million in fiscal year 2008 to $23.2 million in fiscal
year 2009 due primarily to lower borrowings under the Amended Credit Agreement and lower average
outstanding debt related to the Companys 2014 notes. The Company had nil and $3 million of
outstanding borrowings under its Amended Credit Agreement as of June 28, 2009 and June 29, 2008,
respectively. The weighted average interest rate of Company debt outstanding at June 28, 2009 and
June 29, 2008 was 11.4% and 11.3%, respectively. Interest income was $2.9 million in both fiscal
years 2009 and 2008.
Equity in (Earnings) Losses of Unconsolidated Affiliates
Equity in net income of its equity affiliates was $3.3 million in fiscal year 2009 compared to
equity in net income of $1.4 million in fiscal year 2008. The Companys 50% share of YUFIs net
losses decreased from $6.1 million of losses in fiscal year 2008 to nil in fiscal year 2009 due to
the Companys sale of its interest in YUFI. The Companys 34% share of PALs earnings decreased
from $8.3 million of income in fiscal year 2008 to $4.7 million of income in fiscal year 2009.
Earnings of PAL decreased in fiscal year 2009 compared to fiscal year 2008 primarily due to the
effects of the economic crisis on PALs volumes, decreased favorable litigation settlements
recorded in fiscal year 2008 offset by income from cotton rebates in fiscal year 2009 as discussed
above. The Company expects to continue to receive cash distributions from PAL.
Write downs of Investment in Unconsolidated Affiliates
During the first quarter of fiscal year 2008, the Company determined that a review of the
carrying value of its investment in USTF was necessary as a result of sales negotiations. As a
result of this review, the Company determined that the carrying value exceeded its fair value.
Accordingly, the Company recorded a non-cash impairment charge of $4.5 million in the first quarter
of fiscal year 2008.
In July 2008, the Company announced a proposed agreement to sell its 50% ownership interest in
YUFI to its partner, YCFC, for $10 million, pending final negotiation and execution of definitive
agreements and the receipt of Chinese regulatory approvals. In connection with a review of the
YUFI value during negotiations related to the sale, the Company initiated a review of the carrying
value of its investment in YUFI. As a result of this review, the Company determined that the
carrying value of its investment in YUFI exceeded its fair value. Accordingly, the Company
recorded a non-cash impairment charge of $6.5 million in the fourth quarter of fiscal year 2008.
During the second quarter of fiscal year 2009, the Company and YCFC renegotiated the proposed
agreement to sell the Companys interest in YUFI to YCFC from $10 million to $9 million. As a
result, the Company recorded an additional impairment charge of $1.5 million, which included $0.5
million related to certain disputed accounts receivable and $1 million related to the fair value of
its investment, as determined by the re-negotiated equity interest sales price, was lower than
carrying value. During the fourth quarter of fiscal year 2009, the Company completed the sale of
YUFI to YCFC.
Income Taxes
Loss from continuing operations before income taxes is as follows:
Fiscal Years Ended | ||||||||
June 28, 2009 | June 29, 2008 | |||||||
(Amounts in thousands) | ||||||||
Loss from continuing operations before income taxes: |
||||||||
United States |
$ | (54,310 | ) | $ | (25,096 | ) | ||
Foreign |
9,550 | (5,230 | ) | |||||
$ | (44,760 | ) | $ | (30,326 | ) | |||
The provision for (benefit from) income taxes applicable to continuing operations for fiscal
years 2009 and 2008 consists of the following:
Fiscal Years Ended | ||||||||
June 28, 2009 | June 29, 2008 | |||||||
(Amounts in thousands) | ||||||||
Current: |
||||||||
Federal |
$ | | $ | (5 | ) | |||
State |
| (45 | ) | |||||
Foreign |
3,927 | 5,296 | ||||||
3,927 | 5,246 | |||||||
Deferred: |
||||||||
Federal |
| (14,504 | ) | |||||
Repatriation of foreign earnings |
| 1,866 | ||||||
State |
| (1,635 | ) | |||||
Foreign |
374 | (1,922 | ) | |||||
374 | (16,195 | ) | ||||||
Income tax provision (benefit) |
$ | 4,301 | $ | (10,949 | ) | |||
The Company recognized income tax expense (benefit) at an effective tax rate of 9.6% and
(36.1)% for fiscal years 2009 and 2008 respectively. A reconciliation
of the provision for (benefit from) income
taxes with the amounts obtained by applying the federal statutory tax rate is as follows:
Fiscal Years Ended | ||||||||
June 28, 2009 | June 29, 2008 | |||||||
Federal statutory tax rate |
(35.0 | )% | (35.0 | )% | ||||
State income taxes, net of federal tax benefit |
(3.9 | ) | (3.1 | ) | ||||
Foreign income taxed at lower rates |
2.1 | 17.2 | ||||||
Repatriation of foreign earnings |
(3.9 | ) | 6.2 | |||||
North Carolina investment tax credits expiration |
2.2 | 8.0 | ||||||
Change in valuation allowance |
45.2 | (26.0 | ) | |||||
Nondeductible expenses and other |
2.9 | (3.4 | ) | |||||
Effective tax rate |
9.6 | % | (36.1 | )% | ||||
In fiscal year 2008, the Company accrued federal income tax on approximately $5 million of
dividends expected to be distributed from a foreign subsidiary in future periods and approximately
$0.3 million of dividends distributed from a foreign subsidiary in fiscal year 2008. During the
third quarter of fiscal year 2009, management revised its assertion with respect to the
repatriation of $5 million of dividends and now intends to permanently reinvest this amount outside
of the U.S.
As of June 28, 2009, the Company had $46.7 million in federal net operating loss carryforwards
and $41.3 million in state net operating loss carryforwards that may be used to offset future
taxable income. The Company also has $5.2 million in North Carolina investment tax credits and $0.6
million of charitable contribution carryforwards, the deferred income tax effects of which are
fully offset by valuation allowances. The Company accounts for investment credits using the
flow-through method.
These carryforwards, if unused, will expire as follows:
Federal net operating loss carryforwards |
2024 through 2029 | |||
State net operating loss carryforwards |
2011 through 2030 | |||
North Carolina investment tax credit carryforwards |
2010 through 2015 | |||
Charitable contribution carryforwards |
2010 through 2014 |
The Company had a valuation allowance of $40.1 million and $19.8 million for fiscal years 2009
and 2008 respectively. The $20.3 net increase in fiscal year 2009 resulted primarily from an
increase in federal net operating loss carryforwards and the impairment of goodwill. For the year
ended June 29, 2008, the valuation allowance decreased approximately $12 million primarily as a
result of the reduction in federal net operating loss carryforwards and the expiration of state
income tax credit carryforwards.
Significant judgment is required in estimating valuation allowances for deferred tax assets. A
valuation allowance is established against a deferred tax asset if, based on the available
evidence, it is more likely than not that such asset will not be realized. The realization of a
deferred tax asset ultimately depends on the existence of sufficient taxable income in either the
carryback or carryforward periods under tax law. The Company periodically assesses the need for
valuation allowances for deferred tax assets. In its assessment, appropriate consideration is given
to all positive and negative evidence related to the realization of the deferred tax assets. This
assessment considers, among other matters, the nature, frequency and magnitude of current and
cumulative income and losses, forecasts of future profitability, the duration of statutory
carryback or carryforward periods, the Companys experience with operating loss and tax credit
carryforwards being used before expiration, and tax planning alternatives.
The Companys assessment of the need for a valuation allowance on its deferred tax assets
includes assessing the likely future tax consequences of events that have been recognized in the
Companys consolidated financial statements or tax returns. The Company bases its estimate of
deferred tax assets and liabilities on current tax laws and rates and, in certain cases, on
business plans and other expectations about future outcomes. Changes in existing tax laws or rates
could affect actual tax results and future business results may affect the amount of deferred tax
liabilities or the valuation of deferred tax assets over time. Accounting for deferred tax assets
represents the Companys best estimate of future events.
Significant components of the Companys deferred tax assets and liabilities as of June 28,
2009 and June 29, 2008 were as follows:
June 28, 2009 | June 29, 2008 | |||||||
(Amounts in thousands) | ||||||||
Deferred tax assets: |
||||||||
Investments in unconsolidated affiliates |
$ | 18,882 | $ | 20,267 | ||||
State tax credits |
2,347 | 3,310 | ||||||
Accrued liabilities and valuation reserves |
11,080 | 12,767 | ||||||
Net operating loss carryforwards |
17,663 | 5,869 | ||||||
Intangible assets |
8,809 | 2,133 | ||||||
Charitable contributions |
253 | 643 | ||||||
Other items |
2,392 | 2,426 | ||||||
Total gross deferred tax assets |
61,426 | 47,415 | ||||||
Valuation allowance |
(40,118 | ) | (19,825 | ) | ||||
Net deferred tax assets |
21,308 | 27,590 | ||||||
Deferred tax liabilities: |
||||||||
PP&E |
20,114 | 24,296 | ||||||
Unremitted foreign earnings |
| 1,750 | ||||||
Other |
387 | 113 | ||||||
Total deferred tax liabilities |
20,501 | 26,159 | ||||||
Net deferred tax asset |
$ | 807 | $ | 1,431 | ||||
Polyester Operations
The following table sets forth the segment operating loss components for the polyester segment
for fiscal year 2009 and
fiscal year 2008. The table also sets forth the percent to net sales and the percentage
increase or decrease over the prior year:
Fiscal Year 2009 | Fiscal Year 2008 | |||||||||||||||||||
% to | % to | % | ||||||||||||||||||
Net Sales | Net Sales | Inc. (Dec.) | ||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
Net sales |
$ | 403,124 | 100.0 | $ | 530,567 | 100.0 | (24.0 | ) | ||||||||||||
Cost of sales |
386,201 | 95.8 | 494,209 | 93.1 | (21.9 | ) | ||||||||||||||
Restructuring charges |
199 | 0.0 | 3,818 | 0.7 | (94.8 | ) | ||||||||||||||
Write down of long-lived assets |
350 | 0.1 | 2,780 | 0.5 | (87.4 | ) | ||||||||||||||
Goodwill impairment |
18,580 | 4.6 | | | | |||||||||||||||
Selling, general and
administrative expenses |
30,972 | 7.7 | 40,606 | 7.7 | (23.7 | ) | ||||||||||||||
Segment operating loss |
$ | (33,178 | ) | (8.2 | ) | $ | (10,846 | ) | (2.0 | ) | 205.9 | |||||||||
In fiscal year 2009, consolidated polyester net sales decreased $127 million, or 24.0%
compared to fiscal year 2008. The Companys polyester segment sales volumes decreased
approximately 23.9% and the weighted-average selling price decreased approximately 0.2%.
Domestically, polyester net sales decreased $115 million, or 28.7% as compared to fiscal year
2008. Domestic sales volumes decreased 32.1% while average unit prices increased approximately
3.4%. The decline in domestic polyester sales volume related to difficult market conditions in
fiscal year 2009 and managements decision to exit unprofitable commodity POY business in Kinston,
North Carolina. The increase in domestic weighted-average selling price reflects a shift of the
Companys product offerings to PVA products and an incremental sales price increase driven by
higher material costs.
Gross profit for the consolidated polyester segment decreased $19.4 million, or 53.4% over
fiscal year 2008. On a per unit basis gross profit decreased 40.0%. The impact of the surge in
crude oil since the beginning of fiscal year 2008 created a spike in polyester raw material prices.
As raw material prices peaked in the first quarter of fiscal year 2009, the Company was initially
only able to pass along a portion of these raw material increases to its customers which resulted
in lower conversion margins on a per unit basis of 12%. The decline in conversion margin was
partially offset by decreases in per unit manufacturing costs of 2% which consisted of decreased
per unit variable manufacturing costs of 10% and increased per unit fixed manufacturing costs of 8%
caused by lower sales volumes.
Domestic gross profit decreased $21 million, or 91.5% over fiscal year 2008 as a result of
lower sales volumes and increased raw material costs. The Company experienced a decline in its
domestic polyester conversion margin of $47.2 million, a per unit decrease of 2% over the prior
fiscal year. Variable manufacturing costs decreased $22.2 million primarily as a result of lower
volumes, utility costs, wage expenses, and other miscellaneous manufacturing costs; however, on a
per unit basis variable manufacturing costs increased 12% due to the lower sales volumes. Fixed
manufacturing costs also declined $3.9 million as compared to fiscal year 2008 primarily as a
result of lower depreciation expense and reduced costs related to asset consolidations while
increasing 20% on a per unit basis also due to lower sales volumes.
On a local currency basis, per unit net sales from the Companys Brazilian texturing operation
remained flat while raw material costs increased 11%, variable manufacturing costs decreased by 63%
and fixed manufacturing costs increased 5%. The increase in raw material prices was the result of
the global effect of rising crude oil prices on raw material costs discussed above and fluctuations
in foreign currency exchange rates as the Companys Brazilian operation predominately purchases its
raw material in U.S. dollars whereas the functional currency is the Brazilian Real. Variable
manufacturing costs decreased primarily due to lower volumes, an increase in certain tax
incentives, reduced wages and fringe benefits and reduced packaging costs. Fixed manufacturing
costs increased on a per unit basis due to lower manufactured sales pounds. Net sales, conversion,
and gross profit were further reduced on a U.S. dollar basis due to unfavorable changes in the
currency exchange rate. On a per unit basis, net sales, conversion margin and gross profit
decreased an additional 12%, 9% and 10%, respectively related to the unfavorable change in the
currency exchange rate. The effect of the change in currency on net sales, conversion margin and
gross profit on a U.S. dollar basis was $17.5 million, $6 million and $2 million, respectively.
SG&A expenses for the polyester segment decreased $9.6 million for fiscal year 2009 compared
to fiscal year 2008. The polyester segments SG&A expenses consist of polyester foreign
subsidiaries costs and allocated domestic costs. The percentage of domestic SG&A costs allocated
to each segment is determined at the beginning of every year based on specific budgeted cost
drivers which resulted in a lower allocation percentage in fiscal year 2009 as compared to the
prior year.
The polyester segment net sales, gross profit and SG&A expenses as a percentage of total
consolidated amounts were 72.8%, 59.4% and 79.2% for fiscal year 2009 compared to 74.4%, 71.9% and
85.4% for fiscal year 2008, respectively.
Nylon Operations
The following table sets forth the segment operating profit components for the nylon segment
for fiscal year 2009 and fiscal year 2008. The table also sets forth the percent to net sales and
the percentage increase or decrease over the prior year:
Fiscal Year 2009 | Fiscal Year 2008 | |||||||||||||||||||
% to | % to | % | ||||||||||||||||||
Net Sales | Net Sales | Inc. (Dec.) | ||||||||||||||||||
(Amounts in thousands, except percentages) | ||||||||||||||||||||
Net sales |
$ | 150,539 | 100.0 | $ | 182,779 | 100.0 | (17.6 | ) | ||||||||||||
Cost of sales |
138,956 | 92.3 | 168,555 | 92.2 | (17.6 | ) | ||||||||||||||
Restructuring charges |
73 | | 209 | 0.1 | (65.1 | ) | ||||||||||||||
Selling, general and
administrative expenses |
8,150 | 5.4 | 6,966 | 3.8 | 17.0 | |||||||||||||||
Segment operating profit |
$ | 3,360 | 2.3 | $ | 7,049 | 3.9 | (52.3 | ) | ||||||||||||
Fiscal year 2009 nylon net sales decreased $32.2 million, or 17.6% compared to fiscal year
2008. The Companys nylon segment sales volumes decreased approximately 15.8% while the
weighted-average selling price decreased approximately 1.9%. The decline in nylon sales volume was
primarily due to the market decline, and the reduction in sales price was due to shift in product
mix.
Gross profit for the nylon segment decreased $2.6 million, or 18.6% in fiscal year 2009. The
nylon segment experienced a decrease in conversion margins of $12.3 million, or 3% on a per unit
basis, offset by a decrease in manufacturing costs of $9.7 million or 3% on a per unit basis,
primarily as a result of lower wage and fringe expenses and lower depreciation expense. Variable
manufacturing costs increased $4.1 million, or 10.8%, however, on a per unit basis increased 6% due
to reduced sales volumes. Fixed manufacturing costs decreased $5.5 million, or 34.5%, and on a per
unit basis decreased 23.0% due to lower depreciation expense.
SG&A expenses for the nylon segment increased $1.2 million in fiscal year 2009. The nylons
segments SG&A expenses consist of nylon foreign subsidiary costs and allocated domestic costs.
The percentage of domestic SG&A costs allocated to each segment is determined at the beginning of
every year based on specific budgeted cost drivers which resulted in a higher allocation percentage
in fiscal year 2009 as compared to fiscal year 2008.
The nylon segment net sales, gross profit and SG&A expenses as a percentage of total
consolidated amounts were 27.2%, 40.6% and 20.8% for fiscal year 2009 compared to 25.6%, 28.1% and
14.6% for fiscal year 2008, respectively.
Liquidity and Capital Resources
Liquidity Assessment
The Companys primary capital requirements are for working capital, capital expenditures, debt
repayment and service of indebtedness. Historically the Company has met its working capital and
capital maintenance requirements from its operations. Asset acquisitions and joint venture
investments have been financed by asset sales proceeds, cash reserves and borrowing under its
financing agreements discussed below.
In addition to its normal operating cash and working capital requirements and service of its
indebtedness, the Company will also require cash to fund capital expenditures and enable cost
reductions through restructuring projects as follows:
| Capital Expenditures. During fiscal year 2010, the Company spent $13.1 million on capital expenditures compared to $15.3 million in the prior year. The Company estimates its fiscal year 2011 capital expenditures will be approximately $22 million which includes $6 to $8 million of capital expenditures focused on sustaining the current productivity levels of its plants and equipment at world class operating levels out into the future. Additionally, in certain years, the Company strategically invests in capital projects in order to increase asset flexibility and product capabilities. As part of the projected capital expenditures, the Company has started investing in capital projects related to the backward supply chain integration for its 100% recycled Repreve® product. The Company expects these projects to be completed by the third quarter of fiscal year 2011. The total investment in these capital projects is expected to be approximately $8 million of which the Company has incurred $1.2 million as of June 27, 2010. This recycling capital project is part of the Companys overall strategy designed to further develop its PVA product flexibility and capabilities to compete in this growing segment. From time to time, the Company may have restricted cash from the sale of certain nonproductive assets reserved for domestic capital expenditures in accordance with its long-term borrowing agreements. As of June 27, 2010, the Company had no restricted cash funds that are required to be used for domestic capital expenditures. The Company may incur additional capital expenditures as it pursues new opportunities to expand its production capabilities or to further streamline its manufacturing processes. | ||
| Joint Venture Investments. On April 26, 2010, the Company entered into an agreement to form a new joint venture, Repreve Renewables. This joint venture was established for the purpose of acquiring the assets and the expertise related to the business of cultivating, growing, and selling biomass crops, including feedstock for establishing biomass crops that are intended to be used as a fuel or in the production of fuels or energy in the U.S. and the European Union. The Company received a 40% ownership interest in the joint venture for its contribution of $4 million. In addition, the Company contributed $0.3 million for its share of initial working capital. | ||
During fiscal year 2010, the Company received $3.3 million in dividend distributions from its joint ventures. Historically the Company has received distributions from certain of its joint ventures every year. Although the operating results of such joint ventures have improved substantially during the 2010 fiscal year, there is no guarantee that it will continue to receive distributions in the future. | |||
The Company may from time to time increase its interest in its joint ventures, sell its interest in its joint ventures, invest in new joint ventures or transfer idle equipment to its joint ventures. | |||
| Investment. In the third quarter of fiscal year 2010, the Company established a wholly-owned subsidiary to provide a base of operations in El Salvador. The total investment in UCA is expected to be approximately $16 million of which $10 million is projected to be intercompany funded working capital and $3.2 million is projected to fund intercompany sales of PP&E. UCA began selling U.S. manufactured products during the third quarter of fiscal year 2010 and expects to be manufacturing to its capacity by the end of December 2010. |
As discussed below in Long-Term Debt, the Companys Amended Credit Agreement contains
customary covenants for asset based loans which restrict future borrowings and capital spending.
It includes a trailing twelve month fixed charge coverage ratio that restricts the guarantors
ability to use domestic cash to invest in certain assets if the ratio becomes less than 1.0 to 1.0,
after giving effect to such investment on a pro forma basis. As of June 27, 2010 the Company had a
fixed charge coverage ratio of less than 1.0 to 1.0 and was therefore not permitted to use domestic
cash to invest in joint ventures or to acquire the assets or capital stock of another entity.
Cash Provided by Continuing Operations
The following table summarizes the net cash provided by continuing operations for the fiscal
years ended June 27, 2010, June 28, 2009, and June 29, 2008.
Fiscal Years Ended | ||||||||||||
June 27, 2010 | June 28, 2009 | June 29, 2008 | ||||||||||
(Amounts in millions) | ||||||||||||
Cash provided by continuing operations |
||||||||||||
Cash Receipts: |
||||||||||||
Receipts from customers |
$ | 605.1 | $ | 572.6 | $ | 708.7 | ||||||
Dividends from unconsolidated affiliates |
3.3 | 3.7 | 4.5 | |||||||||
Other receipts |
4.2 | 2.7 | 6.5 | |||||||||
Cash Payments: |
||||||||||||
Payments to suppliers and other operating cost |
460.2 | 432.3 | 549.4 | |||||||||
Payments for salaries, wages, and benefits |
99.8 | 99.9 | 117.2 | |||||||||
Payments for restructuring and severance |
2.5 | 4.0 | 11.2 | |||||||||
Payments for interest |
21.0 | 22.6 | 25.3 | |||||||||
Payments for taxes |
8.5 | 3.2 | 2.9 | |||||||||
Cash provided by continuing operations |
$ | 20.6 | $ | 17.0 | $ | 13.7 | ||||||
Cash received from customers increased from $573 million in fiscal year 2009 to $605 million
in fiscal year 2010 primarily due to higher net sales volumes. Payments to suppliers and for other
operating costs increased from $432 million in fiscal year 2009 to $460 million in fiscal year 2010
primarily as a result of higher volumes partially offset by lower raw material costs. Salary, wage
and benefit payments remained flat from $99.9 million in fiscal year 2009 to $99.8 million in
fiscal year 2010 as a result of decreased salaries and wages offset by increased fringe benefits.
Interest payments decreased from $22.6 million in fiscal year 2009 to $21 million in fiscal year
2010 primarily due to the reduction of outstanding 2014 bonds and lower revolver fees.
Restructuring and severance payments were $2.5 million for fiscal year 2010 compared to $4 million
for fiscal year 2009. Taxes paid by the Company increased from $3.2 million to $8.5 million as a
result of an increase in tax liabilities related to the Companys Brazilian subsidiary. The
Company received cash dividends of $3.3 million and $3.7 million from PAL in fiscal years 2010 and
2009, respectively. Other receipts increased from $2.7 million in fiscal year 2009 to $4.2 million
in fiscal year 2010 due to the sale of $1.4 million of nitrogen credits during fiscal year 2010.
Other receipts include miscellaneous income items and interest income.
Cash received from customers decreased from $709 million in fiscal year 2008 to $573 million
in fiscal year 2009 due to lower net sales related to the economic downturn which began in the
second quarter of fiscal year 2009. Payments to suppliers and for other operating costs decreased
from $549 million in 2008 to $432 million in fiscal year 2009 primarily as a result of the
reduction in production as the Company focused on reducing its inventories to conform to lower
consumer demand. Salary, wage and benefit payments decreased from $117 million to $99.9 million,
also as a result of reduced production and asset consolidation efficiencies. Interest payments
decreased from $25.3 million in fiscal year 2008 to $22.6 million in fiscal year 2009 primarily due
to the reduction of outstanding 2014 bonds discussed below. Restructuring and severance payments
were $4 million for fiscal 2009 compared to $11.2 million for fiscal year 2008 as a result of the
completion of many of the Companys reorganization strategies. Taxes paid by the Company increased
from $2.9 million to $3.2 million as a result of an increase in tax liabilities related to the
Companys Brazilian subsidiary. The Company received cash dividends of $3.7 million and $4.5
million from PAL in fiscal years 2009 and 2008, respectively. Other receipts declined from $6.5
million in fiscal year 2008 to $2.7 million in fiscal year 2009 due to the sale of nitrogen credits
in fiscal year 2008. Other receipts include miscellaneous income items and interest income.
Working capital decreased from $176 million at June 28, 2009 to $175 million at June 27, 2010
due to increases in accounts payable of $14.6 million, increases in current maturities of notes
payable, long-term debt and other liabilities of $8.5 million, increases in accrued expenses of
$6.4 million, decreases in restricted cash of $6.5 million, and decreases in assets held for sale
of $1.3 million, offset by increases in inventories of $21.3 million, increases in accounts
receivables of $13.4 million, increases in other current assets of $0.7 million, increases in
deferred income tax of $0.4 million, and decreases in income tax payable of $0.2 million.
Cash Used in (Provided by) Investing Activities and Financing Activities
The Company utilized $8.9 million for net investing activities and utilized $13.3 million in
net financing activities during fiscal year 2010. The primary cash expenditures during fiscal year
2010 included $13.1 million for capital expenditures, $7.9
million net for payments of debt, $4.8 million of investments in unconsolidated affiliates, $5
million for the purchase and retirement of Company stock, $0.4 million for other financing
activities, and $0.2 million of other investing activities, offset by transfers of $7.5 million in
restricted cash and $1.7 million of proceeds from the sale of capital assets.
The Company generated cash flows of $25.3 million from net investing activities and utilized
$16.8 million in net financing activities during fiscal year 2009. The primary cash expenditures
during fiscal year 2009 included $20.3 million net for payments of debt, $15.3 million for capital
expenditures, $0.5 million of acquisitions, $0.3 million for other financing activities, and $0.2
million of split dollar life insurance premiums, offset by transfers of $25.3 million in restricted
cash, $9 million from proceeds from the sale of equity affiliate, $7 million from the proceeds from
the sale of capital assets, and $3.8 million from exercise of stock options. Related to the sales
of capital assets, the Company sold one property totaling 380,000 square feet at an average selling
price of $18.45 per square foot.
The Company utilized $1.6 million for net investing activities and utilized $35 million in net
financing activities during fiscal year 2008. The primary cash expenditures during fiscal year 2008
included $34.3 million net for payments of the credit line revolver, $14.2 million for restricted
cash, $12.8 million for capital expenditures, $1.1 million of acquisitions, $1.1 million for other
financing activities, $0.2 million of split dollar life insurance premiums and $0.1 million of
other investing activities offset by $17.8 million from the proceeds from the sale of capital
assets, $8.7 million from proceeds from the sale of equity affiliate, $0.4 million from exercise of
stock options, and $0.3 million from collection of notes receivable. Related to the sales of
capital assets, the Company sold several properties totaling 2.7 million square feet with an
average selling price of $9.81 per square foot adjusted down for partial sales and nonproductive
assets.
The Companys ability to meet its debt service obligations and reduce its total debt will
depend upon its ability to generate cash in the future which, in turn, will be subject to general
economic, financial, business, competitive, legislative, regulatory and other conditions, many of
which are beyond its control. The Company may not be able to generate sufficient cash flow from
operations and future borrowings may not be available to the Company under its Amended Credit
Agreement in an amount sufficient to enable it to repay its debt or to fund its other liquidity
needs. If its future cash flow from operations and other capital resources are insufficient to pay
its obligations as they mature or to fund its liquidity needs, the Company may be forced to reduce
or delay its business activities and capital expenditures, sell assets, obtain additional debt or
equity capital or restructure or refinance all or a portion of its debt on or before maturity. The
Company may not be able to accomplish any of these alternatives on a timely basis or on
satisfactory terms, if at all. In addition, the terms of its existing and future indebtedness,
including the 2014 notes and its Amended Credit Agreement, may limit its ability to pursue any of
these alternatives. See Item 1ARisk FactorsThe Company will require a significant amount of
cash to service its indebtedness, and its ability to generate cash depends on many factors beyond
its control. Some risks that could adversely affect its ability to meet its debt service
obligations include, but are not limited to, intense domestic and foreign competition in its
industry, general domestic and international economic conditions, changes in currency exchange
rates, interest and inflation rates, the financial condition of its customers and the operating
performance of joint ventures, alliances and other equity investments.
Note Repurchases. The Company may, from time to time, seek to retire or purchase its
outstanding, debt in open market purchases, in privately negotiated transactions or by calling a
portion of the notes under the terms of the Indenture. Such retirement or purchase of debt may
come from the operating cash flows of the business or other sources and will depend upon prevailing
market conditions, liquidity requirements, contractual restrictions and other factors, and the
amounts involved may be material.
Contingencies
Environmental Liabilities. The land for the Kinston site was leased pursuant to a 99 year
Ground Lease with DuPont. Since 1993, DuPont has been investigating and cleaning up the Kinston
site under the supervision of the EPA and DENR pursuant to the Resource Conservation and Recovery
Act Corrective Action program. The Corrective Action program requires DuPont to identify all
potential AOCs, assess the extent of contamination at the identified AOCs and clean them up to
comply with applicable regulatory standards. Effective March 20, 2008, the Company entered into a
Lease Termination Agreement associated with conveyance of certain of the assets at Kinston to
DuPont. This agreement terminated the Ground Lease and relieved the Company of any future
responsibility for environmental remediation, other than participation with DuPont, if so called
upon, with regard to the Companys period of operation of the Kinston site. However, the Company
continues to own a satellite service facility acquired in the INVISTA transaction that has
contamination from DuPonts operations and is monitored by DENR. This site has been remediated by
DuPont and DuPont has received authority from DENR to discontinue remediation, other than natural
attenuation. DuPonts duty to monitor and report to DENR with respect to this site will be
transferred to the Company in the future, at which time DuPont must pay the Company seven years of
monitoring and reporting costs and the Company will assume responsibility for any future
remediation and monitoring of this site. At this time, the
Company has no basis to determine if and when it will have any responsibility or obligation
with respect to the AOCs or the extent of any potential liability for the same.
Berry Amendment Contingencies. The Company is aware of certain claims and potential claims
against it for the alleged use of non-compliant Berry Amendment nylon POY in yarns that the
Company sold which may have ultimately been used to manufacture certain U.S. military garments (the
Military Claims). As of June 27, 2010 the Company recorded an accrual for the Military Claims of
which one was settled on or about July 19, 2010 in the amount of $0.2 million.
Long-Term Debt
On May 26, 2006, the Company issued $190 million of 11.5% 2014 notes due May 15, 2014. In
connection with the issuance, the Company incurred $7.3 million in professional fees and other
expenses which are being amortized to expense over the life of the 2014 notes. Interest is payable
on the 2014 notes on May 15 and November 15 of each year. The 2014 notes are unconditionally
guaranteed on a senior, secured basis by each of the Companys existing and future restricted
domestic subsidiaries. The 2014 notes and guarantees are secured by first-priority liens, subject
to permitted liens, on substantially all of the Companys and the Companys subsidiary guarantors
assets other than the assets securing the Companys obligations under its Amended Credit Agreement
as discussed below. The assets include but are not limited to, property, plant and equipment,
domestic capital stock and some foreign capital stock. Domestic capital stock includes the capital
stock of the Companys domestic subsidiaries and certain of its joint ventures. Foreign capital
stock includes up to 65% of the voting stock of the Companys first-tier foreign subsidiaries,
whether now owned or hereafter acquired, except for certain excluded assets. The 2014 notes and
guarantees are secured by second-priority liens, subject to permitted liens, on the Company and its
subsidiary guarantors assets that will secure the 2014 notes and guarantees on a first-priority
basis. The estimated fair value of the 2014 notes, based on quoted market prices, at June 27, 2010
was approximately $184 million.
In accordance with the 2014 notes collateral documents and the indenture, the proceeds from
the sale of PP&E (First Priority Collateral) will be deposited into the First Priority Collateral
Account whereby the Company may use the restricted funds to purchase additional qualifying assets.
From May 26, 2006 through June 27, 2010, the Company sold PP&E secured by first-priority liens in
an aggregate amount of $26.1 million and purchased qualifying assets in the same amount, leaving no
funds remaining in the First Priority Collateral Account.
After May 15, 2010, the Company can elect to redeem some or all of the 2014 notes at
redemption prices equal to or in excess of par depending on the year the optional redemption
occurs. As of June 27, 2010, no such optional redemptions had occurred. However, on May 25, 2010,
the Company announced that it was calling for the redemption of $15 million of the 2014 notes at a
redemption price of 105.75% of the principal amount of the redeemed notes. This redemption was
subsequently completed on June 30, 2010 and was financed through a combination of internally
generated cash and borrowings under the Companys senior secured asset-based revolving credit
facility discussed below. As a result, the Company will record a $1.1 million charge for the early
extinguishment of debt in the September 2010 quarter.
The Company may also purchase its 2014 notes in open market purchases or in privately
negotiated transactions and then retire them. Such purchases of the 2014 notes will depend on
prevailing market conditions, liquidity requirements, contractual restrictions and other factors.
On September 15, 2009, the Company repurchased and retired notes having a face value of $0.5
million in open market purchases. The gain on this repurchase offset by the write-off of the
respective unamortized issuance cost of the 2014 notes resulted in a net gain of $54 thousand.
On September 9, 2010, the Company and the Subsidiary Guarantors (as co-borrowers) entered into
the First Amended Credit Agreement with Bank of America, N.A. (as both Administrative Agent and
Lender thereunder). The First Amended Credit Agreement provides for a revolving credit facility in
an amount of $100 million (with the ability of the Company to request that the borrowing capacity
be increased up to $150 million) and matures on September 9, 2015, provided that unless the 2014
notes have been prepaid, redeemed, defeased or otherwise repaid in full on or before February 15,
2014, the maturity date will be adjusted to February 15, 2014. The First Amended Credit Agreement
amends the Amended Credit Agreement which had a stated maturity date of May 15, 2011. See Footnote
3. Long-term Debt and Other Liabilities included in the Companys Annual Report on Form 10-K for
fiscal year ended June 27, 2010 for a discussion of terms and covenants of the Amended Credit
Agreement. As of June 27, 2010, under the terms of the Amended Credit Agreement, the Company had no
outstanding borrowings and borrowing availability of $73.9 million.
The First Amended Credit Agreement is secured by first-priority liens on the Companys and its
subsidiary guarantors inventory, accounts receivable, general intangibles (other than
uncertificated capital stock of subsidiaries and other persons), investment property (other than
capital stock of subsidiaries and other persons), chattel paper, documents, instruments, supporting
obligations, letter of credit rights, deposit accounts and other related personal property and all
proceeds relating to
any of the above, and by second-priority liens, subject to permitted liens, on the Companys
and its subsidiary guarantors assets securing the 2014 notes and guarantees on a first-priority
basis, in each case other than certain excluded assets. The Companys ability to borrow under the
First Amended Credit Agreement is limited to a borrowing base equal to specified percentages of
eligible accounts receivable and inventory and is subject to other conditions and limitations.
Borrowings under the First Amended Credit Agreement bear interest at rates of LIBOR plus 2.00%
to 2.75% and/or prime plus 0.75% to 1.50%. The interest rate matrix is based on the Companys
excess availability under the First Amended Credit Agreement. The unused line fee under the First
Amended Credit Agreement is 0.375% to 0.50% of the unused line amount. In connection with the First
Amended Credit Agreement, the Company estimates that there will be fees and expenses totaling
approximately $0.8 million, which will be added to the $0.2 million of remaining debt origination
costs from the Amended Credit Agreement and amortized over the term of the facility.
The First Amended Credit Agreement contains customary affirmative and negative covenants for
asset-based loans that restrict future borrowings and certain transactions. Such covenants include
restrictions and limitations on (i) sales of assets, consolidation, merger, dissolution and the
issuance of the Companys capital stock, any subsidiary guarantor and any domestic subsidiary
thereof, (ii) permitted encumbrances on the Companys property, any subsidiary guarantor and any
domestic subsidiary thereof, (iii) the incurrence of indebtedness by the Company, any subsidiary
guarantor or any domestic subsidiary thereof, (iv) the making of loans or investments by the
Company, any subsidiary guarantor or any domestic subsidiary thereof, (v) the declaration of
dividends and redemptions by the Company or any subsidiary guarantor and (vi) transactions with
affiliates by the Company or any subsidiary guarantor. The covenants under the First Amended Credit
Agreement are, however, generally less restrictive than the Amended and Restated Credit Agreement
as the Company is no longer required to maintain a fixed charge coverage ratio of at least 1.0 to
1.0 to make certain distributions and investments so long as pro forma excess availability is at
least 27.5% of the total credit facility. These distributions and investments include (i) the
payment or making of any dividend, (ii) the redemption or other acquisition of any of the Companys
capital stock, (iii) cash investments in joint ventures, (iv) acquisition of the property and
assets or capital stock or a business unit of another entity and (v) loans or other investments to
a non-borrower subsidiary. The First Amended Credit Agreement does require the Company to
maintain a trailing twelve month fixed charge coverage ratio of at least 1.0 to 1.0 should
borrowing availability decrease below 15% of the total credit facility. There are no capital
expenditure limitations under the First Amended Credit Agreement.
On May 20, 1997, the Company entered into a sale leaseback agreement with a financial
institution whereby land, buildings and associated real and personal property improvements of
certain manufacturing facilities were sold to the financial institution and will be leased by the
Company over a sixteen-year period. This transaction has been recorded as a direct financing
arrangement. During fiscal year 2008, management determined that it was not likely that the Company
would purchase back the property at the end of the lease term even though the Company retains the
right to purchase the property under the agreement on any semi-annual payment date in the amount
pursuant to a prescribed formula as defined in the agreement. As of June 27, 2010 and June 28,
2009, the balance of the capital lease obligation was $0.7 million and $1 million and the net book
value of the related assets was $1.6 million and $2.2 million, respectively. Payments for the
remaining balance of the sale leaseback agreement are due annually and are in varying amounts, in
accordance with the agreement. Average annual principal payments over the next two years are $0.3
million. The interest rate implicit in the agreement is 7.84%.
Unifi do Brazil, received loans from the government of the State of Minas Gerais to finance
70% of the value added taxes due by Unifi do Brazil to the State of Minas Gerais. These twenty-four
month loans were granted as part of a tax incentive program for producers in the State of Minas
Gerais. The loans had a 2.5% origination fee and an effective interest rate equal to 50% of the
Brazilian inflation rate. The loans were collateralized by a performance bond letter issued by a
Brazilian bank, which secured the performance by Unifi do Brazil of its obligations under the
loans. In return for this performance bond letter, Unifi do Brazil made certain restricted cash
deposits with the Brazilian bank in amounts equal to 100% of the loan amounts. The deposits made by
Unifi do Brazil earned interest at a rate equal to approximately 100% of the Brazilian prime
interest rate. The ability to make new borrowings under the tax incentive program ended in May
2008.
The following table summarizes the maturities of the Companys long-term debt and other
noncurrent liabilities on a fiscal year basis:
Aggregate Maturities | ||||||||||||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||||||||||
Balance at | ||||||||||||||||||||||||||||
June 27, 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | Thereafter | ||||||||||||||||||||||
$ | 181,580 | $ | 15,327 | $ | 487 | $ | 125 | $ | 163,815 | $ | 60 | $ | 1,766 |
The Company believes that, based on current levels of operations and anticipated growth, cash
flow from operations, together with other available sources of funds, including borrowings under
its revolving credit facility, will be adequate to fund anticipated capital and other expenditures
and to satisfy its working capital requirements for at least the next twelve months.
Contractual Obligations
The Companys significant long-term obligations as of June 27, 2010 are as follows:
Cash Payments Due by Period | ||||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||||
Less Than | More than | |||||||||||||||||||
Description of Commitment | Total | 1 year | 1-3 years | 3-5 years | 5 years | |||||||||||||||
2014 notes |
$ | 178,722 | $ | 15,000 | $ | | $ | 163,722 | $ | | ||||||||||
Capital lease obligation |
669 | 327 | 342 | | | |||||||||||||||
Other long-term obligations (1) |
2,189 | | 270 | 153 | 1,766 | |||||||||||||||
Subtotal |
181,580 | 15,327 | 612 | 163,875 | 1,766 | |||||||||||||||
Letters of credit |
4,885 | 4,885 | | | | |||||||||||||||
Interest on long-term debt and
other obligations |
73,352 | 19,206 | 37,671 | 16,475 | | |||||||||||||||
Operating leases |
8,822 | 1,817 | 2,821 | 2,363 | 1,821 | |||||||||||||||
Purchase obligations (2) |
3,842 | 3,126 | 633 | 83 | | |||||||||||||||
$ | 272,481 | $ | 44,361 | $ | 41,737 | $ | 182,796 | $ | 3,587 | |||||||||||
(1) | Other long-term obligations include other noncurrent liabilities. | |
(2) | Purchase obligations consist of a Dillon acquisition related sales and service agreement and utility agreements. |
Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 168 The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles, a replacement of SFAS 162, The Hierarchy of
Generally Accepted Accounting Principles. The statement was effective for all financial
statements issued for interim and annual periods ending after September 15, 2009. On June 30,
2009, the FASB issued its first Accounting Standard Update (ASU) No. 2009-01 Topic 105
Generally Accepted Accounting Principles amendments based on No. 168 the FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles. Accounting Standards
Codification (ASC) 105-10 establishes a single source of GAAP which is to be applied by
nongovernmental entities. All guidance contained in the ASC carries an equal level of authority;
however there are standards that will remain authoritative until such time that each is integrated
into the ASC. The Securities and Exchange Commission (SEC) also issues rules and interpretive
releases that are also sources of authoritative GAAP for publicly traded registrants. The ASC
superseded all existing non-SEC accounting and reporting standards.
Effective June 29, 2009, the Company adopted ASC 805-20, Business Combinations
Identifiable Assets, Liabilities and Any Non-Controlling Interest (ASC 805-20). ASC 805-20
amends and clarifies ASC 805 which requires that the acquisition method of accounting, instead of
the purchase method, be applied to all business combinations and that an acquirer is identified
in the process. The guidance requires that fair market value be used to recognize assets and
assumed liabilities instead of the cost allocation method where the costs of an acquisition are
allocated to individual assets based on their estimated fair values. Goodwill would be calculated
as the excess purchase price over the fair value of the assets acquired; however, negative goodwill
will be recognized immediately as a gain instead of being allocated to individual assets acquired.
Costs of the acquisition will be recognized separately from the business combination. The end
result is that the statement improves the comparability, relevance and completeness of assets
acquired and liabilities assumed in a business combination. The adoption of this guidance had no
effect on the Companys consolidated financial statements.
In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements,
(ASU 2009-13) and ASU No. 2009-14, Certain Arrangements That Include Software Elements, (ASU
2009-14). ASU 2009-13 requires entities to allocate revenues in the absence of vendor-specific
objective evidence or third party evidence of selling price for deliverables using a selling price
hierarchy associated with the relative selling price method. ASU 2009-14 removes tangible products
from the scope of software revenue guidance and provides guidance on determining whether software
deliverables in an arrangement that includes a tangible product are covered by the scope of the
software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis
for revenue arrangements entered into or materially modified in fiscal years beginning on or after
June 15, 2010, with early adoption permitted. The Company does not expect that the adoption of ASU
2009-13 or ASU 2009-14 will have a material impact on the Companys consolidated results of
operations or financial condition.
In December 2009, the FASB issued ASU No. 2009-17, Consolidations (Topic 810): Improvements
to Financial Reporting by Enterprises Involved with Variable Interest Entities which amends the
ASC to include SFAS No. 167 Amendments to FASB Interpretation No. 46(R). This amendment requires
that an analysis be performed to determine whether a company has a controlling financial interest
in a variable interest entity. This analysis identifies the primary beneficiary of a variable
interest entity as the enterprise that has the power to direct the activities of a variable
interest entity. The statement requires an ongoing assessment of whether a company is the primary
beneficiary of a variable interest entity when the holders of the entity, as a group, lose power,
through voting or similar rights, to direct the actions that most significantly affect the entitys
economic performance. This statement also enhances disclosures about a companys involvement in
variable interest entities. ASU No. 2009-17 is effective as of the beginning of the first annual
reporting period that begins after November 15, 2009. The Company does not expect that the
adoption of this guidance will have a material impact on its financial position or results of
operations.
In January 2010, the FASB issued ASU No. 2010-01, Equity (Topic 505) Accounting for
Distributions to Shareholders with Components of Stock and Cash which clarifies that the stock
portion of a distribution to shareholders that allow them to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to receive in the aggregate
is considered a share issuance that is reflected in earnings per share prospectively and is not a
stock dividend. This update was effective for the Companys interim period ended December 27,
2009. The adoption of ASU No. 2010-01 did not have a material impact on the Companys consolidated
financial position or results of operations.
In January 2010, the FASB issued ASU No. 2010-02, Consolidation (Topic 810) Accounting and
Reporting for Decreases in Ownership of a Subsidiary a Scope Clarification. ASU 2010-02
clarifies Topic 810 implementation issues relating to a decrease in ownership of a subsidiary that
is a business or non-profit activity. This amendment affects entities that have previously adopted
Topic 810-10 (formally SFAS 160). This update was effective for the Companys interim period ended
December 27, 2009. The adoption of ASU No. 2010-02 did not have a material impact on the Companys
consolidated financial position or results of operations.
In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures
(Topic 820): Improving Disclosures about Fair Value Measurements. This ASU provides amendments to
Topic 820 which requires new disclosures related to assets measured at fair value. In addition,
this ASU includes amendments to the guidance on employers disclosures related to the
classification of postretirement benefit plan assets and the related fair value measurement of
those classifications. This update was effective December 15, 2009. The adoption of ASU No.
2010-06 did not have an impact on the Companys consolidated financial position or results of
operations.
In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855): Amendments
to certain Recognition and Disclosure Requirements. An entity that is an SEC filer is not
required to disclose the date through which subsequent events have been evaluated. This change
alleviates potential conflicts between the ASC and the SECs requirements. In addition the scope of
the reissuance disclosure requirements is refined to include revised financial statements only.
This update was effective February 24, 2010. The adoption of ASU No. 2010-09 did not have an
impact on the Companys consolidated financial position or results of operations.
Off Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements that have, or are reasonably
likely to have, a current or future material effect on the Companys financial condition, revenues,
expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and
accompanying notes. The SEC has defined a companys most critical accounting policies as those
involving accounting estimates that require management to make assumptions about matters that are
highly uncertain at the time and where different reasonable estimates or changes in the accounting
estimate from quarter to quarter could materially impact the presentation of the financial
statements. The following discussion provides further information about accounting policies
critical to the Company and should be read in conjunction with Footnote 1-Significant Accounting
Policies and Financial Statement Information of its audited historical consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Allowance for Doubtful Accounts. An allowance for losses is provided for known and potential
losses arising from yarn quality claims and for amounts owed by customers. Reserves for yarn
quality claims are based on historical claim experience and known pending claims. The
collectability of accounts receivable is based on a combination of factors including the aging of
accounts receivable, historical write off experience, present economic conditions such as customer
bankruptcy filings within the industry and the financial health of specific customers and market
sectors. Since losses depend to a large degree on future economic conditions, and the health of
the textile industry, a significant level of judgment is required to arrive at the allowance for
doubtful accounts. Accounts are written off when they are no longer deemed to be collectible. The
reserve for bad debts is established based on certain percentages applied to accounts receivable
aged for certain periods of time and are supplemented by specific reserves for certain customer
accounts where collection is no longer certain. The Companys exposure to losses as of June 27,
2010 on accounts receivable was $94.8 million against which an allowance for losses and claims of
$3.5 million was provided. The Companys exposure to losses as of June 28, 2009 on accounts
receivable was $81.6 million against which an allowance for losses and claims of $4.8 million was
provided. Establishing reserves for yarn claims and bad debts requires management judgment and
estimates, which may impact the ending accounts receivable valuation, gross margins (for yarn
claims) and the provision for bad debts. The Company does not believe there is a reasonable
likelihood that there will be a material change in the estimates and assumptions it uses to assess
allowance for losses. Certain unforeseen events, which the Company considers to be remote, such as
a customer bankruptcy filing, could have a material impact on the Companys results of operations.
The Company has not made any material changes to the methodology used in establishing its accounts
receivable loss reserves during the past three fiscal years. A plus or minus 10% change in its
aged accounts receivable reserve percentages would not be material to the Companys financial
statements for the past three years.
Inventory Reserves. Inventory reserves are established based on percentage markdowns applied
to inventories aged for certain time periods. Specific reserves are established based on a
determination of the obsolescence of the inventory and whether the inventory value exceeds amounts
to be recovered through expected sales prices, less selling costs. Estimating sales prices,
establishing markdown percentages and evaluating the condition of the inventories require judgments
and estimates, which may impact the ending inventory valuation and gross margins. The Company uses
current and historical knowledge to record reasonable estimates of its markdown percentages and
expected sales prices. The Company believes it is unlikely that differences in actual demand or
selling prices from those projected by management would have a material impact on the Companys
financial condition or results of operations. The Company has not made any material changes to the
methodology used in establishing its inventory loss reserves during the past three fiscal years. A
plus or minus 10% change in its aged inventory markdown percentages would not be material to the
Companys financial statements for the past three years.
Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. For
assets held and used, an impairment may occur if projected undiscounted cash flows are not adequate
to cover the carrying value of the assets. In such cases, additional analysis is conducted to
determine the amount of loss to be recognized. The impairment loss is determined by the difference
between the carrying amount of the asset and the fair value measured by future discounted cash
flows. The analysis requires estimates of the amount and timing of projected cash flows and, where
applicable, judgments associated with, among other factors, the appropriate discount rate. Such
estimates are critical in determining whether any impairment charge should be recorded and the
amount of such charge if an impairment loss is deemed to be necessary. The Companys judgment
regarding the existence of circumstances that indicate the potential impairment of an assets
carrying value is based on several factors including, but not limited to, a decline in operating
cash flows or a decision to close a manufacturing facility. The variability of these factors
depends on a number of conditions, including uncertainty about future events and general economic
conditions; therefore, the
Companys accounting estimates may change from period to period. These factors could cause
the Company to conclude that a potential impairment exists and the related impairment tests could
result in a write down of the long-lived assets. To the extent the forecasted operating results of
the long-lived assets are achieved and the Company maintains its assets in good condition, the
Company believes that it is unlikely that future assessments of recoverability would result in
impairment charges that are material to the Companys financial condition and results of
operations. The Company has not made any material changes to the methodology used to perform
impairment testing during the past three fiscal years. A 10% decline in the Companys forecasted
cash flows would not have resulted in a failure of the undiscounted cash flow test.
For assets held for sale, an impairment charge is recognized if the carrying value of the
assets exceeds the fair value less costs to sell. Estimates are required to determine the fair
value, the disposal costs and the time period to dispose of the assets. Such estimates are
critical in determining whether any impairment charge should be recorded and the amount of such
charge if an impairment loss is deemed to be necessary. Actual cash flows received or paid could
differ from those used in estimating the impairment loss, which would impact the impairment charge
ultimately recognized and the Companys cash flows. The Company engages independent appraisers in
the determination of the fair value of any significant assets held for sale. The Companys
estimates have been materially accurate in the past, and accordingly, at this time, management
expects to continue to utilize the present estimation processes. In fiscal years 2010, 2009, and
2008, the Company performed impairment testing which resulted in the write down of polyester PP&E
of $0.1 million, $0.4 million, and $2.8 million, respectively.
Impairment of Joint Venture Investments. The Company evaluates the ability of its investments
in unconsolidated affiliates to sustain sufficient earnings to justify its carrying value and any
reductions below carrying value that are not temporary are assessed for impairment purposes. The
Company evaluates its equity investments whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. For the fiscal year ended June 27, 2010, the Company
determined there were no other-than-temporary impairments related to the carrying value of its
investments.
Accruals for Costs Related to Severance of Employees and Related Health Care Costs. From time
to time, the Company establishes accruals associated with employee severance or other cost
reduction initiatives. Such accruals require that estimates be made about the future payout of
various costs, including, for example, health care claims. The Company uses historical claims data
and other available information about expected future health care costs to estimate its projected
liability. Such costs are subject to change due to a number of factors, including the incidence
rate for health care claims, prevailing health care costs and the nature of the claims submitted,
among others. Consequently, actual expenses could differ from those expected at the time the
provision was estimated, which may impact the valuation of accrued liabilities and results of
operations. The Companys estimates have been materially accurate in the past; and accordingly, at
this time management expects to continue to utilize the present estimation processes. A plus or
minus 10% change in its estimated claims assumption would not be material to the Companys
financial statements. The Company has not made any material changes to the methodology used in
establishing its severance and related health care cost accruals during the past three fiscal
years.
Management and the Companys audit committee discussed the development, selection and
disclosure of all of the critical accounting estimates described above.