UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

March 31, 2010

 

UNIFIRST CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Massachusetts

 

1-8504

 

04-2103460

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

68 Jonspin Road, Wilmington, Massachusetts 01887

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (978) 658-8888

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

 

 

 

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

 

On March 31, 2010, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the second quarter and first six months of fiscal 2010 which ended February 27, 2010. A copy of the Press Release is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d) Exhibits

 

 

 

EXHIBIT NO.

DESCRIPTION

 

 

99

Press release of the Company dated March 31, 2010

 

 

 

 

                

 

                

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

UNIFIRST CORPORATION

 

 

Date: March 31, 2010

By:

 

 

Name:

Ronald D. Croatti

 

Title:

Chairman of the Board, Chief

Executive Officer and President

 

 

 

 

By:

 

 

Name:

Steven S. Sintros

 

Title:

Vice President and Chief Financial Officer

 

 

 


EXHIBIT INDEX

 

 

EXHIBIT NO.

DESCRIPTION

 

 

99

Press release of the Company dated March 31, 2010

 

 

 

 

 

Exhibit 99

 


 


UNIFIRST ANNOUNCES FINANCIAL RESULTS

FOR THE SECOND QUARTER AND FIRST SIX

MONTHS OF FISCAL 2010

 

Wilmington, MA (March 31, 2010) -- UniFirst Corporation (NYSE: UNF) today announced results for the second quarter and first six months of fiscal 2010, which ended on February 27, 2010.

 

Revenues for the second quarter of fiscal 2010 were $253.6 million, a 1.4% decrease from the previous year’s $257.3 million. Second quarter net income was $16.2 million, or $0.83 per diluted common share, an 11.2% decrease from the second quarter of fiscal 2009, when net income was $18.3 million, or $0.94 per diluted common share.

 

Revenues for the first six months of fiscal 2010 decreased 1.9% compared to the first six months of fiscal 2009. Net income for the first half of fiscal 2010 was $39.8 million or $2.05 per diluted common share, a 7.2% increase from the first half of fiscal 2009, when net income was $37.1 million or $1.92 per diluted common share.

 

Ronald D. Croatti, UniFirst President and Chief Executive Officer said, “Although our overall profits for the quarter were lower than the prior year, they met our expectations and we are pleased with the results. We are also encouraged that our core laundry operations achieved sequential improvements in revenues in both the first and second quarters, which indicates continued stabilization of our customer base.”

 

The Company’s core laundry revenues in the second quarter of 2010 declined 2.8% compared to the same period in fiscal 2009. As a result of the revenue decline, income from operations from the core laundry business was $26.8 million in the quarter compared to $32.1 million a year ago. Although operating expenses were down on a gross dollar basis, lower revenues resulted in higher payroll and payroll related costs, energy and depreciation as a percentage of revenues. These items were partially offset by lower merchandise costs as a percentage of revenues.

 

Revenues in the Company’s Specialty Garments segment, which consists of nuclear decontamination and cleanroom operations, increased 14.7% compared to the second quarter of fiscal 2009. This increase was the result of a larger number of power reactor outages occurring in the second quarter of fiscal 2010 compared to the same period a year ago. As a result of this revenue increase, operating income for this segment increased from $1.7 million in the second quarter of fiscal 2009 to $2.1 million in the second quarter of fiscal 2010.

 

The Company’s effective income tax rate for the quarter was 39.1% compared to 42.7% for the same quarter a year ago. The fiscal 2009 rate was impacted by increases to the Company’s reserves for tax contingencies.

 

UniFirst continues to generate strong cash flows and maintain a solid balance sheet. At the end of the second quarter, the Company had $84.2 million of cash and cash equivalents on hand, up from $60.2 million at the end of fiscal 2009. Cash produced by operating activities for the first six months of fiscal 2010 was up 8.0% to $65.1 million compared to $60.3 million a year earlier. In addition, as of the end of the second quarter, total debt as a percentage of capital declined to 21.3% from 22.5% at the end of fiscal 2009.

 

Mr. Croatti continued, “Although we’re seeing some signs of market stabilization, we continue to expect job growth to lag a broader economic rebound. This will make the recovery of top line growth for UniFirst challenging in the near term. As a result, we will continue to vigilantly focus on cost controls and cash flow generation. We will do so, however, without ever sacrificing our ability to provide top notch service quality to our loyal customer base.”

 

The Company also announced today that it is entering into a long-term employment agreement with Mr. Croatti. Under terms of the agreement, Mr. Croatti will serve as the Company’s chief executive officer for the next six years. Additionally, the agreement provides Mr. Croatti with the ability to earn up to 350,000 shares of common stock over the six year period based on the achievement of certain performance criteria. In addition, the Company has also awarded Mr. Croatti a restricted stock grant for his 2009 performance of 50,000 common shares, which will also vest over the next six years.

 

Donald J. Evans, the Company’s lead director, said “During his 19-year tenure as CEO, Ron has been instrumental in building a company that has surpassed $1 billion in annual revenue and delivered consistent financial results. We are pleased that Mr. Croatti will remain as CEO through 2016 and provide the strong continuity in management we see as essential for continued success. On behalf of the Board and everyone at UniFirst, I want to congratulate Ron on a job well done and look forward to his passion, commitment and enthusiasm going forward.”

 

Conference Call Information

UniFirst will hold a conference call today at 10:00 a.m. (EDT) to discuss its quarterly financial results, business highlights and outlook. A simultaneous live webcast of the call will be available over the Internet and can be accessed at www.unifirst.com.

 

About UniFirst Corporation

UniFirst Corporation is one of the largest providers of workplace uniforms, protective clothing, and facility services products in North America. The Company employs nearly 10,000 Team Partners who serve more than 225,000 customer locations in 45 U.S. states, Canada, and Europe from over 200 customer service, distribution, and manufacturing facilities. UniFirst is a publicly held company traded on the New York Stock Exchange under the symbol UNF and is a component of the Standard & Poor's 600 Small Cap Index.

 

Forward Looking Statements

This public announcement may contain forward looking statements that reflect the Company’s current views with respect to future events and financial performance. Forward looking statements contained in this public announcement are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of important factors that could cause actual results to differ materially from those reflected in such forward looking statements. Such factors include, but are not limited to, uncertainties regarding the Company’s ability to consummate and successfully integrate acquired businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, the Company’s ability to compete successfully without any significant degradation in its margin rates, seasonal fluctuations in business levels, uncertainties regarding the price levels of natural gas, electricity, fuel and labor, the impact of negative economic conditions on the Company’s customers and such customers’ workforce, the continuing increase in domestic healthcare costs, demand and prices for the Company’s products and services, additional professional and internal costs necessary for compliance with recent and proposed future changes in Securities and Exchange Commission (including the Sarbanes-Oxley Act of 2002), New York Stock Exchange and accounting rules, strikes and unemployment levels, the Company’s efforts to evaluate and potentially reduce internal costs, economic and other developments associated with the war on terrorism and its impact on the economy, general economic conditions and other factors described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended August 29, 2009 and in other filings with the Securities and Exchange Commission. When used in this public announcement, the words “anticipate,” “optimistic,” “believe,” “estimate,” “expect,” “intend,” and similar expressions as they relate to the Company are included to identify such forward looking statements. The Company undertakes no obligation to update any forward looking statements to reflect events or circumstances arising after the date on which such statements are made.

 


UniFirst Corporation and Subsidiaries

Consolidated Statements of Income

 

 

 

 

Thirteen weeks ended

 

 

 

Twenty-six weeks ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

 

February 28,

 

 

 

February 27,

 

 

 

February 28,

 

(In thousands, except per share data)

 

 

2010 (2)

 

 

 

2009 (2)

 

 

 

2010 (2)

 

 

 

2009 (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

253,562

 

 

$

257,285

 

 

$

509,741

 

 

$

519,839

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues (1)

 

 

157,025

 

 

 

158,972

 

 

 

306,249

 

 

 

316,035

 

Selling and administrative expenses (1)

 

 

52,423

 

 

 

50,113

 

 

 

103,895

 

 

 

107,600

 

Depreciation and amortization

 

 

15,033

 

 

 

14,339

 

 

 

30,089

 

 

 

28,042

 

Total operating expenses

 

 

224,481

 

 

 

223,424

 

 

 

440,233

 

 

 

451,677

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

29,081

 

 

 

33,861

 

 

 

69,508

 

 

 

68,162

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,185

 

 

 

2,324

 

 

 

4,369

 

 

 

4,915

 

Interest income

 

 

(545

)

 

 

(547

)

 

 

(1,069

)

 

 

(1,051

)

Exchange rate loss

 

 

783

 

 

 

195

 

 

 

582

 

 

 

1,129

 

 

 

 

2,423

 

 

 

1,972

 

 

 

3,882

 

 

 

4,993

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

26,658

 

 

 

31,889

 

 

 

65,626

 

 

 

63,169

 

Provision for income taxes

 

 

10,432

 

 

 

13,609

 

 

 

25,824

 

 

 

26,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

16,226

 

 

$

18,280

 

 

$

39,802

 

 

$

37,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.88

 

 

1.00

 

 

$

2.16

 

 

$

2.03

 

Class B Common Stock

 

$

0.71

 

 

0.80

 

 

$

1.73

 

 

$

1.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.83

 

 

$

0.94

 

 

$

2.05

 

 

$

1.92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

14,467

 

 

 

14,389

 

 

 

14,454

 

 

 

14,387

 

Class B Common Stock

 

 

4,931

 

 

 

4,935

 

 

 

4,932

 

 

 

4,935

 

 

 

 

19,398

 

 

 

19,324

 

 

 

19,386

 

 

 

19,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

19,477

 

 

 

19,354

 

 

 

19,455

 

 

 

19,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.0375

 

 

$

0.0375

 

 

$

0.0750

 

 

$

0.0750

 

Class B Common Stock

 

$

0.0300

 

 

$

0.0300

 

 

$

0.0600

 

 

$

0.0600

 

 

(1) Exclusive of depreciation on the Company’s property, plant and equipment and amortization on its intangible assets

 

(2) Unaudited

 


UniFirst Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

(In thousands)

 

 

 

February 27,

2010 (1)

 

 

August 29,

2009

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

84,249

 

$

60,151

 

Receivables, net

 

 

 

105,564

 

 

97,784

 

Inventories

 

 

 

40,379

 

 

43,586

 

Rental merchandise in service

 

 

 

75,318

 

 

73,063

 

Prepaid and deferred income taxes

 

 

 

25,752

 

 

24,901

 

Prepaid expenses

 

 

 

3,352

 

 

2,889

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

334,614

 

 

302,374

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Land, buildings and leasehold improvements

 

 

 

328,950

 

 

325,034

 

Machinery and equipment

 

 

 

363,113

 

 

352,511

 

Motor vehicles

 

 

 

121,268

 

 

113,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

813,331

 

 

790,593

 

Less - accumulated depreciation

 

 

 

427,537

 

 

407,823

 

 

 

 

 

385,794

 

 

382,770

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

267,811

 

 

261,171

 

Customer contracts and other intangible assets, net

 

 

 

60,617

 

 

60,054

 

Other assets

 

 

 

2,420

 

 

2,416

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,051,256

 

$

1,008,785

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current maturities of long-term obligations

 

 

$

6,058

 

$

6,447

 

Accounts payable

 

 

 

39,469

 

 

41,180

 

Accrued liabilities

 

 

 

108,009

 

 

104,003

 

Accrued income taxes

 

 

 

 

 

2,437

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

153,536

 

 

154,067

 

 

 

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

 

 

175,411

 

 

175,568

 

Deferred income taxes

 

 

 

52,290

 

 

52,115

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common Stock

 

 

 

1,450

 

 

1,443

 

Class B Common Stock

 

 

 

492

 

 

493

 

Capital surplus

 

 

 

21,976

 

 

20,137

 

Retained earnings

 

 

 

643,683

 

 

605,262

 

Accumulated other comprehensive income/(loss)

 

 

 

2,418

 

 

(300

)

 

 

 

 

 

 

 

 

 

Total shareholders' equity

 

 

 

670,019

 

 

627,035

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,051,256

 

$

1,008,785

 

 

(1) Unaudited

 


UniFirst Corporation and Subsidiaries

Detail of Operating Results

 

Revenues

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

February 28,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2010 (1)

 

 

2009 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

227,282

 

$

233,713

 

$

(6,431

)

-2.8

%

Specialty Garments

 

19,428

 

 

16,939

 

 

2,489

 

14.7

 

First Aid

 

6,852

 

 

6,633

 

 

219

 

3.3

 

Consolidated total

$

253,562

 

$

257,285

 

$

(3,723

)

-1.4

%

 

 

 

Twenty-six weeks ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

February 28,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2010 (1)

 

 

2009 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

453,068

 

$

471,217

 

$

(18,149

)

-3.9

%

Specialty Garments

 

42,305

 

 

34,680

 

 

7,625

 

22.0

 

First Aid

 

14,368

 

 

13,942

 

 

426

 

3.1

 

Consolidated total

$

509,741

 

$

519,839

 

$

(10,098

)

-1.9

%

 

 

Income from Operations

 

 

 

Thirteen weeks ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

February 28,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2010 (1)

 

 

2009 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

26,790

 

$

32,067

 

$

(5,277

)

-16.5

%

Specialty Garments

 

2,122

 

 

1,650

 

 

472

 

28.6

 

First Aid

 

169

 

 

144

 

 

25

 

17.8

 

Consolidated total

$

29,081

 

$

33,861

 

$

(4,780

)

-14.1

%

 

 

 

Twenty-six weeks ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

February 28,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2010 (1)

 

 

2009 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

62,182

 

$

64,671

 

$

(2,489

)

-3.8

%

Specialty Garments

 

6,735

 

 

3,397

 

 

3,338

 

98.2

 

First Aid

 

591

 

 

94

 

 

497

 

531.9

 

Consolidated total

$

69,508

 

$

68,162

 

$

1,346

 

2.0

%

 

(1) Unaudited

 


UniFirst Corporation and Subsidiaries

Consolidated Statements of Cash Flows

 

Twenty-six weeks ended

(In thousands)

February 27,

2010 (1)

February 28,

2009 (1)

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

 

$

39,802

 

$

37,142

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

 

25,619

 

 

23,546

 

Amortization of intangible assets

 

 

 

4,470

 

 

4,496

 

Amortization of deferred financing costs

 

 

 

133

 

 

133

 

Share-based compensation

 

 

 

848

 

 

496

 

Accretion on environmental contingencies

 

 

 

397

 

 

334

 

Accretion on asset retirement obligations

 

 

 

284

 

 

253

 

Deferred income taxes

 

 

 

(340

)

 

(163

)

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Receivables

 

 

 

(6,890

)

 

(2,882

)

Inventories

 

 

 

3,042

 

 

(5,923

)

Rental merchandise in service

 

 

 

(846

)

 

10,843

 

Prepaid expenses

 

 

 

(448

)

 

(2,231

)

Accounts payable

 

 

 

(1,760

)

 

(13,000

)

Accrued liabilities

 

 

 

3,876

 

 

1,542

 

Accrued income taxes

 

 

 

(3,050

)

 

5,746

 

Net cash provided by operating activities

 

 

 

65,137

 

 

60,332

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

 

(13,156

)

 

(3,248

)

Capital expenditures

 

 

 

(27,840

)

 

(39,235

)

Other

 

 

 

(1,106

)

 

318

 

Net cash used in investing activities

 

 

 

(42,102

)

 

(42,165

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from long-term obligations

 

 

 

8,850

 

 

102,659

 

Payments on long-term obligations

 

 

 

(9,006

)

 

(118,374

)

Proceeds from exercise of Common Stock options

 

 

 

996

 

 

31

 

Payment of cash dividends

 

 

 

(1,381

)

 

(1,376

)

Net cash used in financing activities

 

 

 

(541

)

 

(17,060

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes

 

 

 

1,604

 

 

(2,697

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

 

24,098

 

 

(1,590

)

Cash and cash equivalents at beginning of period

 

 

 

60,151

 

 

25,655

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

 

$

84,249

 

$

24,065

 

 

(1) Unaudited