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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): October 19, 2022

 

UNIFIRST CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Massachusetts	001-08504		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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.10 par value per share	UNF	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On October 19, 2022, UniFirst Corporation (the “Company”) issued a press release (“Press Release”) announcing financial results for the fourth quarter and full year of fiscal 2022, which ended on August 27, 2022. 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 Number		Description
99		Press release of the Company dated October 19, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

 

		UNIFIRST CORPORATION
Date: October 19, 2022		By:	/s/ Steven S. Sintros
			Steven S. Sintros
			President and Chief Executive Officer
		By:	/s/ Shane O’Connor
			Shane O’Connor
			Executive Vice President and Chief Financial Officer

 

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Exhibit 99

Investor Relations Contact

Shane O’Connor, Executive Vice President & CFO

UniFirst Corporation

978-658-8888

shane_oconnor@unifirst.com

 

 

 

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL FISCAL YEAR OF FISCAL 2022

Wilmington, MA – October 19, 2022 – UniFirst Corporation (NYSE: UNF) (the “Company,” “UniFirst” or “we”) today reported results for its fourth quarter and full year ended August 27, 2022, as compared to the corresponding periods in the prior fiscal year:

Q4 2022 Financial Highlights

The Company’s financial results for the fourth quarter of fiscal 2022 included $9.1 million of costs directly attributable to its CRM, ERP and branding initiatives (the “Key Initiatives”). Excluding these costs:

 

Fiscal 2022 Financial Highlights

The Company’s financial results for the full year of fiscal 2022 included $33.1 million of costs directly attributable to its Key Initiatives. Excluding these costs:

 

Steven Sintros, UniFirst President and Chief Executive Officer, said, “We are very excited to be announcing today that we have officially reached another major milestone as a company as we report just over $2 billion in annual revenues for fiscal 2022. UniFirst has come a long way from our humble beginnings back in 1936 operating out of a single location in Boston, Massachusetts, and we continue to be very excited about our future. I want to thank our thousands of Team Partners who in the face of a challenging operating environment continue to Always Deliver for each other and our customers. They are the engine that makes UniFirst go, and they deserve all the credit for our ability to be celebrating this milestone today.”

Segment Reporting Highlights

Core Laundry Operations

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The costs incurred during the quarter related to the Key Initiatives, discussed above, were recorded to the Core Laundry Operations’ segment. Excluding these Key Initiative costs:

 

Specialty Garments

Balance Sheet and Capital Allocation

 

Financial Outlook

 

Mr. Sintros continued, “For fiscal 2023 we expect our revenues to be between $2.145 billion and $2.160 billion and fully diluted earnings per share to be between $5.50 and $5.90. This guidance includes $40.0 million of transitionary investment costs directly attributable to our Key Initiatives that we anticipate will be expensed in fiscal 2023. Please note the following regarding our guidance:

 

 

See “Reconciliation of GAAP to Non-GAAP Financial Measures” below.

 

Conference Call Information

UniFirst Corporation will hold a conference call today at 9:00 a.m. (ET) to discuss its quarterly and full year 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

Headquartered in Wilmington, Mass., UniFirst Corporation (NYSE: UNF) is a North American leader in the supply and servicing of uniform and workwear programs, as well as the delivery of facility service programs. Together with its subsidiaries, the Company also

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provides first aid and safety products, and manages specialized garment programs for the cleanroom and nuclear industries. UniFirst manufactures its own branded workwear, protective clothing, and floorcare products; and with 260 service locations, over 300,000 customer locations, and 14,000-plus employee Team Partners, the Company outfits nearly 2 million workers each business day. For more information, contact UniFirst at 800.455.7654 or visit UniFirst.com.

Forward-Looking Statements Disclosure

This public announcement contains forward-looking statements within the meaning of the federal securities laws that reflect the Company’s current views with respect to future events and financial performance, including projected revenues, operating margin and earnings per share. 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 may be identified by words such as “guidance,” “outlook,” “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “assume,” “strive,” or the negative versions thereof, and similar expressions and by the context in which they are used. Such forward-looking statements are based upon our current expectations and speak only as of the date made. Such statements are highly dependent upon a variety of risks, uncertainties and other 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 caused by an economic recession or other adverse economic conditions, including, without limitation, as a result of continued high inflation rates or further increases in inflation or interest rates or extraordinary events or circumstances such as geopolitical conflicts like the conflict between Russia and Ukraine or the COVID-19 pandemic, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, including limitations on, or closures of, our facilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances such as the COVID-19 pandemic, uncertainties regarding our ability to consummate and successfully integrate acquired businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, any adverse outcome of pending or future contingencies or claims, our ability to compete successfully without any significant degradation in our margin rates, seasonal and quarterly fluctuations in business levels, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the effect of currency fluctuations on our results of operations and financial condition, our dependence on third parties to supply us with raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the COVID-19 pandemic or the conflict between Russia and Ukraine, any loss of key management or other personnel, increased costs as a result of any changes in federal, state, international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding, or adverse impacts from, continued high price levels of natural gas, electricity, fuel and labor or increases in such costs, the negative effect on our business from sharply depressed oil and natural gas prices, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, the continuing increase in domestic healthcare costs, increased workers’ compensation claim costs, increased healthcare claim costs, including as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our Specialty Garments business, political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to properly and efficiently design, construct, implement and operate a new customer relationship management computer system and an enterprise resource planning system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional professional and internal costs necessary for compliance with any changes in or additional Securities and Exchange Commission, New York Stock Exchange, accounting or other rules, including, without limitation, recent rules proposed by the Securities and Exchange Commission (the “SEC”), regarding climate-related and cybersecurity-related disclosures, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, economic and other developments associated with the war on terrorism and its impact on the economy, the impact of foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and financial condition, general economic conditions, including an economic recession, our ability to successfully implement our business strategies and processes, including our capital allocation strategies and the other factors described under Part I, Item 1A. “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 28, 2021, Part II, Item 1A. “Risk Factors” and elsewhere in our subsequent Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

 

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Consolidated Statements of Income

(Unaudited)

(In thousands, except per share data)		Thirteen weeks ended August 27, 2022				Thirteen weeks ended August 28, 2021				Fifty-two weeks ended August 27, 2022				Fifty-two weeks ended August 28, 2021
Revenues		$	516,414			$	465,276			$	2,000,822			$	1,826,216
Operating expenses:
Cost of revenues (1)			336,872				289,415				1,306,451				1,141,275
Selling and administrative expenses (1)			118,258				104,153				451,243				383,161
Depreciation and amortization			28,033				26,777				108,777				105,955
Total operating expenses			483,163				420,345				1,866,471				1,630,391
Operating income			33,251				44,931				134,351				195,825
Other (income) expense:
Interest income, net			(1,112	)			(466	)			(2,851	)			(2,568	)
Other (income) expense, net			1,116				1,009				2,877				1,522
Total other (income) expense, net			4				543				26				(1,046	)
Income before income taxes			33,247				44,388				134,325				196,871
Provision for income taxes			7,066				9,774				30,921				45,760
Net income		$	26,181			$	34,614			$	103,404			$	151,111
Income per share – Basic:
Common Stock		$	1.45			$	1.91			$	5.71			$	8.32
Class B Common Stock		$	1.16			$	1.53			$	4.57			$	6.66
Income per share – Diluted:
Common Stock		$	1.39			$	1.82			$	5.46			$	7.94
Income allocated to – Basic:
Common Stock		$	21,978			$	29,058			$	86,844			$	126,848
Class B Common Stock		$	4,203			$	5,556			$	16,560			$	24,263
Income allocated to – Diluted:
Common Stock		$	26,181			$	34,614			$	103,404			$	151,111
Weighted average shares outstanding – Basic:
Common Stock			15,135				15,241				15,203				15,237
Class B Common Stock			3,621				3,643				3,621				3,643
Weighted average shares outstanding – Diluted:
Common Stock			18,846				19,049				18,933				19,038

 

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Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands)		August 27, 2022				August 28, 2021
Assets
Current assets:
Cash, cash equivalents and short-term investments		$	376,399			$	512,868
Receivables, net			249,198				208,331
Inventories			151,459				143,591
Rental merchandise in service			219,392				181,531
Prepaid taxes			25,523				16,580
Prepaid expenses and other current assets			41,921				40,891
Total current assets			1,063,892				1,103,792
Property, plant and equipment, net			665,119				617,719
Goodwill			457,259				429,538
Customer contracts and other intangible assets, net			84,973				84,638
Deferred income taxes			498				580
Operating lease right-of-use assets, net			50,050				42,115
Other assets			106,181				102,683
Total assets		$	2,427,972			$	2,381,065
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	82,131			$	81,356
Accrued liabilities			146,808				159,578
Accrued taxes			1,204				743
Operating lease liabilities, current			13,602				12,993
Total current liabilities			243,745				254,670
Long-term liabilities:
Accrued liabilities			123,979				134,085
Accrued and deferred income taxes			106,307				89,177
Operating lease liabilities			38,070				30,181
Total long-term liabilities			268,356				253,443
Shareholders’ equity:
Common Stock			1,508				1,524
Class B Common Stock			359				364
Capital surplus			93,131				89,257
Retained earnings			1,845,163				1,806,643
Accumulated other comprehensive loss			(24,290	)			(24,836	)
Total shareholders’ equity			1,915,871				1,872,952
Total liabilities and shareholders’ equity		$	2,427,972			$	2,381,065

 

 

 

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Detail of Operating Results

(Unaudited)

 

Revenues

(In thousands, except percentages)		Thirteen weeks ended August 27, 2022				Thirteen weeks ended August 28, 2021				Dollar Change				Percent Change
Core Laundry Operations		$	458,561			$	415,104			$	43,457				10.5	%
Specialty Garments			36,665				33,862				2,803				8.3	%
First Aid			21,188				16,310				4,878				29.9	%
Consolidated total		$	516,414			$	465,276			$	51,138				11.0	%

 

(In thousands, except percentages)		Fifty-two weeks ended August 27, 2022		Fifty-two weeks ended August 28, 2021		Dollar Change		Percent Change
Core Laundry Operations		$1,770,502		$1,615,560		$154,942		9.6%
Specialty Garments		152,885		145,454		7,431		5.1%
First Aid		77,435		65,202		12,233		18.8%
Consolidated total		$2,000,822		$1,826,216		$174,606		9.6%

 

Operating Income (Loss)

(In thousands, except percentages)		Thirteen weeks ended August 27, 2022				Thirteen weeks ended August 28, 2021				Dollar Change				Percent Change
Core Laundry Operations		$	29,027			$	41,847			$	(12,820	)			(30.6	)%
Specialty Garments			4,018				4,108				(90	)			(2.2	)%
First Aid			206				(1,024	)			1,230				(120.1	)%
Consolidated total		$	33,251			$	44,931			$	(11,680	)			(26.0	)%

 

(In thousands, except percentages)		Fifty-two weeks ended August 27, 2022				Fifty-two weeks ended August 28, 2021				Dollar Change				Percent Change
Core Laundry Operations		$	110,710			$	171,717			$	(61,007	)			(35.5	)%
Specialty Garments			23,658				24,801				(1,143	)			(4.6	)%
First Aid			(17	)			(693	)			676				(97.5	)%
Consolidated total		$	134,351			$	195,825			$	(61,474	)			(31.4	)%

 

Operating Margin

		Thirteen weeks ended August 27, 2022				Thirteen weeks ended August 28, 2021
Core Laundry Operations			6.3	%			10.1	%
Specialty Garments			11.0	%			12.1	%
First Aid			1.0	%			-6.3	%
Consolidated			6.4	%			9.7	%

 

		Fifty-two weeks ended August 27, 2022				Fifty-two weeks ended August 28, 2021
Core Laundry Operations			6.3	%			10.6	%
Specialty Garments			15.5	%			17.1	%
First Aid			0.0	%			-1.1	%
Consolidated			6.7	%			10.7	%

 

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Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)		Fifty-two weeks ended August 27, 2022				Fifty-two weeks ended August 28, 2021
Cash flows from operating activities:
Net income		$	103,404			$	151,111
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			108,777				105,955
Amortization of deferred financing costs			164				147
Loss (gain) on sale of property, plant and equipment			(1,568	)			—
Share-based compensation			9,103				7,011
Accretion on environmental contingencies			596				448
Accretion on asset retirement obligations			970				985
Deferred income taxes			20,008				300
Other			411				391
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves			(40,626	)			(16,685	)
Inventories			(8,148	)			(37,213	)
Rental merchandise in service			(36,597	)			(26,323	)
Prepaid expenses and other current assets and Other assets			9,250				5,015
Accounts payable			(927	)			15,136
Accrued liabilities			(31,517	)			16,446
Prepaid and accrued income taxes			(10,651	)			(10,422	)
Net cash provided by operating activities			122,649				212,302
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			(44,203	)			(8,443	)
Capital expenditures, including capitalization of software costs			(144,319	)			(133,639	)
Proceeds from sale of assets			2,015				617
Net cash used in investing activities			(186,507	)			(141,465	)
Cash flows from financing activities:
Payment of deferred financing costs			-				(822	)
Proceeds from exercise of share-based awards			(167	)			4
Taxes withheld and paid related to net share settlement of equity awards			(4,068	)			(4,068	)
Repurchase of Common Stock			(44,412	)			(11,222	)
Payment of cash dividends			(20,791	)			(18,147	)
Net cash used in financing activities			(69,438	)			(34,255	)
Effect of exchange rate changes			(3,173	)			1,448
Net (decrease) increase in cash, cash equivalents and short-term investments			(136,469	)			38,030
Cash, cash equivalents and short-term investments at beginning of period			512,868				474,838
Cash, cash equivalents and short-term investments at end of period		$	376,399			$	512,868

 

 

 

 

 

 

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Reconciliation of GAAP to Non-GAAP Financial Measures

The Company reports its consolidated financial results in accordance with generally accepted accounting principles (“GAAP”). To supplement these consolidated financial results, management believes that certain non-GAAP operating results provide a useful measure on which to evaluate and compare the Company’s results of operations for the periods presented. The Company believes these non-GAAP results provide useful supplemental information regarding the Company’s performance to both management and investors by excluding certain non-recurring amounts that impact the comparability of the results. A supplemental reconciliation of the Company’s consolidated operating income, consolidated net income and diluted earnings per share (“EPS”) on a GAAP basis to adjusted operating income, adjusted net income and adjusted diluted EPS on a non-GAAP basis is presented in the following table. In addition, Core Laundry Operations’ operating income and operating margin on a GAAP basis to adjusted operating income and adjusted operating margin on a non-GAAP basis is also presented in the following table. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which are provided below.

 

		Thirteen weeks ended August 27, 2022
		Consolidated																Core Laundry Operations
(In thousands, except percentages)		Revenue				Operating Income				Net Income				Diluted EPS				Revenue				Operating Income				Operating Margin
As reported		$	516,414			$	33,251			$	26,181			$	1.39			$	458,561			$	29,027				6.3	%
Key Initiatives			—				9,096				7,555				0.40				—				9,096				2.0	%
As adjusted		$	516,414			$	42,347			$	33,736			$	1.79			$	458,561			$	38,123				8.3	%

 

		Fifty-two weeks ended August 27, 2022
		Consolidated																Core Laundry Operations
(In thousands, except percentages)		Revenue				Operating Income				Net Income				Diluted EPS				Revenue				Operating Income				Operating Margin
As reported		$	2,000,822			$	134,351			$	103,404			$	5.46			$	1,770,502			$	110,710				6.3	%
Key Initiatives			—				33,147				25,503				1.35				—				33,147				1.9	%
As adjusted		$	2,000,822			$	167,498			$	128,907			$	6.81			$	1,770,502			$	143,857				8.1	%

 

Supplemental reconciliations of the Company’s fiscal 2023 financial outlook for consolidated operating income, consolidated net income, diluted earnings per share and operating margin on a GAAP basis to adjusted operating income, adjusted net income, adjusted diluted EPS and adjusted operating margin on a non-GAAP basis are presented in the following tables. In addition, a supplemental reconciliation of the fiscal 2023 financial outlook for Core Laundry Operations’ operating income and operating margin on a GAAP basis to adjusted operating income and adjusted operating margin on a non-GAAP basis is also presented in the following table. Investors are encouraged to review the reconciliation of the outlook for these non-GAAP measures to the outlook for their most directly comparable GAAP financial measures, which are provided below. The Company’s outlook contains forward-looking statements and information. Actual results may differ materially. See “Forward-Looking Statements Disclosure.”

		Fifty-two weeks ended August 26, 2023
		Consolidated												Core Laundry Operations
(In thousands, except percentages and per share amounts)		Guidance - at the midpoint				Key Initiative Costs				Adjusted				Guidance - at the midpoint				Key Initiative Costs				Adjusted
Revenues		$	2,152,500			$	—			$	2,152,500			$	1,906,615			$	—			$	1,906,615
Operating income			138,500				40,000				178,500			$	115,000			$	40,000			$	155,000
Operating margin			6.4	%			1.9	%			8.3	%			6.0	%			2.1	%			8.1	%
Income before income taxes			142,800				40,000				182,800
Provision for income taxes			35,700				10,000				45,700
Net income		$	107,100			$	30,000			$	137,100
Effective tax rate			25.0	%			25.0	%			25.0	%
Diluted earnings per share:		Projected				Key Initiative Costs				Adjusted
Low		$	5.50			$	1.60			$	7.10
High		$	5.90			$	1.60			$	7.50

 

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