UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Check One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to __________________
Commission file number 1-8504
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
UniFirst Corporation Profit Sharing Plan
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
UniFirst Corporation
68 Jonspin Road
Wilmington, MA 01887
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
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1. |
Report of Independent Registered Public Accounting Firm |
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2. |
Statement of Net Assets Available for Benefits as of December 31, 2005 and 2004 |
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3. |
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2005 |
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4. |
Notes to Financial Statements, December 31, 2005 and 2004 |
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5. |
Schedule of Assets Held for Investment as of December 31, 2005 |
Exhibits:
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1. |
Exhibit 23, Consent of Independent Registered Public Accounting Firm |
In accordance with the instructions to this Form 11-K, "plans subject to the Employee Retirement Income Security Act of 1974 ("ERISA") may file plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA." As the Plan is subject to the filing requirements of ERISA, the aforementioned financial statements and schedules of the Plan have been prepared in accordance with such requirements. Certain schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the UniFirst Corporation Profit Sharing Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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UNIFIRST CORPORATION PROFIT SHARING PLAN |
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Date: June 28, 2006 |
By: |
/s/ RONALD D. CROATTI |
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Ronald D. Croatti, Trustee |
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By: |
/s/ JOHN B. BARTLETT |
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John B. Bartlett, Trustee |
UNIFIRST CORPORATION PROFIT SHARING PLAN
TABLE OF CONTENTS
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Page |
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Report of Independent Registered Public Accounting Firm |
1 |
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Statement of Net Assets Available for Benefits as of December 31, 2005 and 2004 |
2 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2005 |
3 |
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Notes to Financial Statements, December 31, 2005 and 2004 |
4 – 9 |
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Schedule of Assets Held for Investment as of December 31, 2005 |
10 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
UniFirst Corporation Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits of UniFirst Corporation Profit Sharing Plan (the Plan) as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment is presented for the purpose of additional analysis and is not a required part of the basic financials statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
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/s/ Sullivan Bille, P.C. |
June 8, 2006
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UNIFIRST CORPORATION PROFIT SHARING PLAN | |||||
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STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS | |||||
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DECEMBER 31, 2005 AND 2004 | |||||
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2005 |
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2004 |
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ASSETS: |
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Investments: |
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Common stock, common/collective trusts and mutual funds |
$ |
132,556,861 |
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$ |
121,290,439 |
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Participant loans |
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6,482,240 |
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6,206,097 |
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Cash fund |
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46,462 |
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153,452 |
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Total investments |
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139,085,563 |
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127,649,988 |
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Receivables: |
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Employer contribution |
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3,767,216 |
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3,700,027 |
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Other |
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35,380 |
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22,619 |
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Total receivables |
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3,802,596 |
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3,722,646 |
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Total assets |
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142,888,159 |
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131,372,634 |
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LIABILITIES: |
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Accounts payable |
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61,670 |
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155,997 |
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Accrued expenses |
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2,120 |
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2,280 |
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Total liabilities |
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63,790 |
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158,277 |
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NET ASSETS AVAILABLE FOR BENEFITS |
$ |
142,824,369 |
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$ |
131,214,357 |
See notes to financial statements.
- 2 -
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UNIFIRST CORPORATION PROFIT SHARING PLAN | |||
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS | |||
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FOR THE YEAR ENDED DECEMBER 31, 2005 | |||
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ADDITIONS TO NET ASSETS ATTRIBUTED TO: |
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Investment activities: |
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Net appreciation in fair value of investments |
$ |
532,820 |
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Dividends |
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7,677,830 |
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Interest |
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377,977 |
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Other |
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11,580 |
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Net investment activities |
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8,600,207 |
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Contributions: |
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Participants |
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7,166,002 |
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Employer match |
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3,853,671 |
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Employer discretionary |
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3,767,216 |
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Total contributions |
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14,786,889 |
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Total additions |
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23,387,096 |
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: |
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Benefits paid to participants |
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11,729,684 |
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Administrative expenses |
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47,400 |
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Total deductions |
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11,777,084 |
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NET INCREASE |
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11,610,012 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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131,214,357 |
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End of year |
$ |
142,824,369 |
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See notes to financial statements.
- 3 -
UNIFIRST CORPORATION PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
____________________________
1. DESCRIPTION OF PLAN
The following description of the UniFirst Corporation Profit Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan established by UniFirst Corporation (the “Company”) for the benefit of its eligible employees employed by UniFirst Corporation, UniFirst Holdings, L.P., UniTech Services Group, Inc. and UniFirst First-Aid Corporation. Under a trust agreement, Merrill Lynch serves as the Institutional Directed Trustee of the Plan and two employees appointed by the Board of Directors of the Company serve as Administrative Trustees. The Company is the plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan reflects certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and GUST.
Under the terms of the Plan, the participants select how the funds in their account are invested from the following offerings:
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Common stock: |
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UniFirst Corporation |
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Common/collective trusts: |
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Merrill Lynch Retirement Preservation Trust |
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Merrill Lynch Equity Index Trust I |
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Mutual funds: |
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Merrill Lynch Basic Value Fund |
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Merrill Lynch Global Allocation Fund |
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Merrill Lynch U.S. Government Fund |
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Merrill Lynch Value Opportunities Fund |
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Hotchkis & Wiley Small Cap Value Fund |
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MFS Massachusetts Investors Growth Fund |
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PIMCO Total Return Fund |
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Templeton Foreign Fund |
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American EuroPacific Growth Fund |
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BlackRock Small/Mid-cap Growth Fund |
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Davis New York Venture Fund |
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1. DESCRIPTION OF PLAN (Continued)
The Plan also offers three GoalManager Model Portfolios. GoalManager Model Portfolios combine select investment options from the available investment options in the Plan. Each Portfolio has its own objective and investment mix that takes into account individual retirement goals and risks. The following is the breakdown of the funds that make up the respective GoalManager Model Portfolios:
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Conservative Model |
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Merrill Lynch Retirement Preservation Trust |
30 |
% |
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Merrill Lynch U.S. Government Fund |
25 |
% |
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PIMCO Total Return Fund |
25 |
% |
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Merrill Lynch Basic Value Fund |
6 |
% |
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MFS Massachusetts Investors Growth Fund |
4 |
% |
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Hotchkis & Wiley Small Cap Value Fund |
5 |
% |
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Templeton Foreign Fund |
3 |
% |
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American EuroPacific Growth Fund |
2 |
% |
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100 |
% |
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Moderate Model |
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Merrill Lynch Retirement Preservation Trust |
10 |
% |
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Merrill Lynch U.S. Government Fund |
14 |
% |
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PIMCO Total Return Fund |
16 |
% |
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Merrill Lynch Basic Value Fund |
16 |
% |
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MFS Massachusetts Investors Growth Fund |
14 |
% |
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BlackRock Small/Mid-cap Growth Fund |
6 |
% |
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Hotchkis & Wiley Small Cap Value Fund |
9 |
% |
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Templeton Foreign Fund |
8 |
% |
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American EuroPacific Growth Fund |
7 |
% |
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100 |
% |
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Aggressive Model |
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PIMCO Total Return Fund |
5 |
% |
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Merrill Lynch Basic Value Fund |
20 |
% |
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MFS Massachusetts Investors Growth Fund |
25 |
% |
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BlackRock Small/Mid-cap Growth Fund |
12 |
% |
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Hotchkis & Wiley Small Cap Value Fund |
13 |
% |
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Templeton Foreign Fund |
14 |
% |
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American EuroPacific Growth Fund |
11 |
% |
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100 |
% |
A participant may elect to invest in all of the active accounts, and may change such investment election on a daily basis.
Contributions
The Company provides for a matching contribution on the first 5% of compensation an employee elects to contribute. The Company matches 100% of the employee's first 3% of eligible compensation deferred and then 50% of the next 2% of eligible compensation deferred.
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1. DESCRIPTION OF PLAN (Continued)
The Company may elect to contribute to the Plan, on behalf of each eligible participant, a discretionary profit sharing contribution determined annually by the Board of Directors of the Company. For the year ended December 31, 2005, the Company made a discretionary profit sharing contribution equal to 2% of its eligible participants' compensation. The contribution for the year ended December 31, 2005 was $3,767,216.
Participation
The Plan includes all non-bargaining unit employees of the Company, and eligible subsidiaries who have completed 90 consecutive days of employment. Eligible employees may elect to contribute through a compensation reduction feature subject to limitations established by the IRC.
The Plan permits catch-up contributions for eligible participants who are 50 years or older by the end of the calendar year and who are currently making deferral contributions.
Participant Accounts
Each participant's account is credited with (a) the participant's elective deferral contribution (b) an allocation of the individual employer matching and/or profit sharing contribution (c) forfeitures and (d) plan earnings based on the participant's account balances.
Vesting
Participants are immediately vested in their elective deferral contributions, rollover contributions and employer matching contributions, plus investment earnings thereon. A participant is 100% vested in discretionary profit sharing contributions made by the Company after five years of service. In the event of death, retirement or permanent disability, participants become 100% vested in all account balances.
Forfeitures
Upon termination, participant accounts which are less than 100% vested are forfeited. Forfeitures are allocated to eligible participants as if they were employer profit sharing contributions and are restored to participants in the event a terminated employee is rehired within a five year period.
At December 31, 2005, forfeited non-vested accounts totaled $589,420. These accounts will be allocated to participants in the future. Forfeitures allocated to participants during the year ended December 31, 2005 were $697,519.
Payment of Benefits
Benefits are payable to eligible participants upon disability, death, retirement or termination of employment.
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1. DESCRIPTION OF PLAN (Continued)
Benefit payments may be made in a lump sum distribution equal to their vested account balance, a life annuity subject to joint survivor annuity rules, or an installment payout subject to certain Plan provisions. Payments must commence no later than the attainment of age 70-1/2.
Loans
Participants may borrow up to the lesser of (a) 50% of their vested account balance (b) $50,000 reduced by the greatest outstanding loan balance within the previous 12 months or (c) the amount of loan which the Trustees determine can be reasonably paid from the participants' wages. The Plan permits a maximum of 2 loans at one time. Loans are due over a minimum of 1 year and maximum of 4 1/2 years.
Plan Amendment and Termination
The Plan may be amended at any time by the Company without the signature of the Trustees, and by the Plan Administrator to comply with the Internal Revenue Code or ERISA, provided that no such amendment may deprive participants of their vested benefits.
In the event of termination of the Plan, the participant accounts would become fully vested and the assets would be distributed to participants in accordance with the terms set forth in the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
Investments
The Plan's investments in mutual funds are stated at fair value. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Unrealized appreciation or depreciation resulting from market changes is added to, or subtracted from, net assets.
The Plan's investments in UniFirst Corporation are stated at market. Market being the last sale price on December 31 as reported on the New York Stock Exchange. Unrealized appreciation or depreciation resulting from market changes is added to, or subtracted from, net assets.
The Common/Collective Trust is stated at independently determined market value. Unrealized appreciation or depreciation resulting from market value changes is added to, or subtracted from, net assets.
Loans receivable carrying value approximates fair value because of the short-term nature of these financial instruments.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest is recorded on the accrual basis as earned. Dividend income is recorded on the ex-dividend date.
The Plan invests in various securities including mutual funds, common/collective trusts and UniFirst Corporation common stock. Investment securities are exposed to various risks, such as interest rate and credit risks and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes would materially affect the amounts reported in the financial statements.
Income Taxes
The Internal Revenue Service has determined and informed the Company, by a letter dated May 20, 2003, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and plan's tax counsel believe that the plan is currently designed and operating in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provisions for income taxes have been included in the Plan's financial statements.
Administrative Expenses
It is the current policy of the Company to assume certain administrative costs of the Plan.
3. INVESTMENTS
The following table presents investments at December 31, 2005 and 2004. Investments that represent 5% or more of the Plan's net assets are separately identified.
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2005 |
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2004 |
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Merrill Lynch Basic Value Fund, Inc.* |
$ |
23,539,568 |
$ |
22,232,772 |
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Merrill Lynch Retirement Preservation Trust* |
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22,129,145 |
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21,151,363 |
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Merrill Lynch Global Allocation Fund* |
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14,810,018 |
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13,181,130 |
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Merrill Lynch U.S. Government Fund* |
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13,494,849 |
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12,855,473 |
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Merrill Lynch Value Opportunities Fund* |
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10,932,418 |
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10,084,865 |
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MFS Massachusetts Investors Growth Fund |
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8,692,110 |
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8,249,177 |
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PIMCO Total Return Fund |
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8,560,197 |
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7,836,179 |
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Hotchkis & Wiley Small Cap Value Fund |
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8,887,277 |
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7,201,829 |
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Other |
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21,511,279 |
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18,497,651 |
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Total investments |
$ |
132,556,861 |
$ |
121,290,439 |
* Represents a party-in-interest
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3. INVESTMENTS (Continued)
During 2005, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in fair value, as follows:
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UniFirst Corporation common stock |
$ |
457,085 |
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Common/collective trusts |
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58,223 |
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Mutual funds |
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17,512 |
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Net appreciation in fair value of investments |
$ |
532,820 |
4. RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Merrill Lynch. Merrill Lynch is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan during the year ended December 31, 2005 amounted to $47,400.
__________________
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UNIFIRST CORPORATION PROFIT SHARING PLAN |
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SCHEDULE OF ASSETS HELD FOR INVESTMENT |
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DECEMBER 31, 2005 |
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DESCRIPTION OF INVESTMENT |
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CURRENT |
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IDENTITY OF ISSUER/BORROWER |
INCLUDING INTEREST RATES |
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VALUE |
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Merrill Lynch Retirement Preservation Trust* |
Common/Collective Trust |
$ |
22,129,145 |
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Merrill Lynch Equity Index Trust I* |
Common/Collective Trust |
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1,279,483 |
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UniFirst Corporation* |
Common Stock |
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4,938,150 |
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Merrill Lynch Basic Value Fund* |
Mutual Fund |
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23,539,568 |
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Merrill Lynch Global Allocation Fund* |
Mutual Fund |
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14,810,018 |
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Merrill Lynch U.S. Government Fund* |
Mutual Fund |
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13,494,849 |
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Merrill Lynch Value Opportunities Fund* |
Mutual Fund |
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10,932,418 |
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Hotchkis & Wiley Small Cap Value Fund |
Mutual Fund |
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8,887,277 |
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MFS Massachusetts Investors Growth Fund |
Mutual Fund |
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8,692,110 |
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PIMCO Total Return Fund |
Mutual Fund |
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8,560,197 |
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Templeton Foreign Fund |
Mutual Fund |
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4,921,878 |
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American EuroPacific Growth Fund |
Mutual Fund |
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4,063,060 |
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BlackRock Small/Mid-cap Growth Fund |
Mutual Fund |
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3,294,924 |
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Davis New York Venture Fund |
Mutual Fund |
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3,013,785 |
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Subtotal |
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132,556,861 |
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Participant Loans |
5.25% - 11.0% |
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6,482,240 |
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Cash Fund |
Cash Account |
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46,462 |
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Total |
$ |
139,085,563 |
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*Represents a party-in-interest |
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- 10 -
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to incorporation by reference in the Registration Statement (No. 33-60781) on Form S-8 of UniFirst Corporation Profit Sharing Plan of our report dated June 8, 2006, with respect to the statements of net assets available for benefits of UniFirst Corporation Profit Sharing Plan as of December 31, 2005 and 2004, and the related statements of changes in net assets available for benefits for the year then ended, and the related supplemental schedule, which report appears in the December 31, 2005 annual report on Form 11-K of UniFirst Corporation Profit Sharing Plan.
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/s/ Sullivan Bille, P.C. |
Tewksbury, Massachusetts
June 8, 2006