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)

April 1, 2009

 

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 April 1, 2009, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the second quarter and first six months of fiscal 2009 which ended February 28, 2009. 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 April 1, 2009

 

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: April 1, 2009

By:

/s/ Ronald D. Croatti

 

Name:

Ronald D. Croatti

 

Title:

Chairman of the Board, Chief

Executive Officer and President

 

 

 

 

By:

/s/ Steven S. Sintros

 

Name:

Steven S. Sintros

 

Title:

Vice President and Chief Financial Officer

 

EXHIBIT INDEX

 

 

EXHIBIT NO.

DESCRIPTION

 

 

99

Press release of the Company dated April 1, 2009

 

Exhibit 99

 


 


UNIFIRST ANNOUNCES FINANCIAL RESULTS

FOR THE SECOND QUARTER AND FIRST SIX

MONTHS OF FISCAL 2009

 

Wilmington, MA (April 1, 2009) -- UniFirst Corporation (NYSE: UNF) today announced results for the second quarter and first six months of fiscal 2009, which ended on February 28, 2009.

 

Revenues for the second quarter of fiscal 2009 were $257.3 million, a 4.8% decrease from the previous year’s $270.3 million. On a comparable work week basis, consolidated revenues increased 2.5%. Fiscal 2009’s second quarter had one less work week as compared to 2008’s, which accounted for a decline in revenues of 7.3%. Second quarter net income was $18.3 million or $0.94 per diluted common share, a 19.6% increase from the second quarter of fiscal 2008, when net income was $15.3 million or $0.79 per diluted common share.

 

Revenues for the first six months of fiscal 2009 increased 0.4% compared to the first six months of fiscal 2008, but increased 4.2% on a comparable work week basis. Net income for the first half of fiscal 2009 was $37.1 million or $1.92 per diluted common share, a 17.0% increase from the first half of fiscal 2008, when net income was $31.8 million or $1.64 per diluted common share.

 

Ronald D. Croatti, UniFirst President and Chief Executive Officer, stated, “During the first six months of our fiscal year, the U.S. economy shed jobs at historically high levels. These job losses translated into reductions in uniform wearers throughout our broad customer base, which clearly put pressure on our top line growth. On a positive note, we continue to have success selling new business and are very pleased with our second quarter results from a profitability perspective. We’re focused on bringing our labor and other costs in line with the reality of a contracting economy. We want to thank all of our employees who continue to work extremely hard toward achieving these goals while, at the same time, continuing to fulfill our top priority of providing first class service to our customers.”

 

The Company’s core laundry revenues declined 4.4% during the second quarter. However, excluding the impact of the extra work week in fiscal 2008, acquisitions and fluctuations in foreign currency, core laundry revenues increased 3.1%. Income from operations from the Company’s core laundry business was up 18.7% as compared to the same period in fiscal 2008, while the operating margin increased to 13.7% from 11.0% a year earlier. One significant factor contributing to this quarter’s margin improvement over last year was lower fuel costs for our fleet of delivery vehicles. In addition, the core laundry business also benefited from lower rental merchandise amortization, reduced payroll costs as a percentage of revenues and a continued focus on controlling spending.

 

Partially offsetting these cost benefits were significantly higher bad debt expense incurred during the quarter and a considerably higher number of healthcare claims in the quarter as compared to the prior year.

 

A strong performance from the Company’s Specialty Garments segment during the quarter contributed to the overall increase in operating profits. The First Aid segment, however, continued to be impacted by significantly lower demand for its products, which caused this segment to operate at near breakeven levels.

 

Interest expense for the quarter declined as compared to the prior year due to lower interest rates, as well as lower average borrowings outstanding. This benefit was offset by a higher effective tax rate for the quarter, as a result of increases to the Company’s reserves for tax contingencies.

 

UniFirst continues to generate strong cash flows and maintain a solid balance sheet. Total debt as a percentage of capital was down to 27.5% at the end of the quarter as compared to 29.7% as of the end of fiscal 2008. Cash flows from operations for the first six months of fiscal 2009 were $60.3 million compared to $59.7 million in the first half of fiscal 2008.

 

“Based on the current economic conditions, our ability to grow will be challenged during the remainder of fiscal 2009 and into fiscal 2010,” Croatti said. “As a result, cost control will continue to be a top priority. However, even in a difficult economy, we’re confident in our overall financial strength and ability to generate solid cash flows, allowing us to continue pursuing strategic investments we feel will benefit the Company as conditions improve.”

 

Conference Call Information

UniFirst will hold a conference call today at 4:30 PM (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 over 10,000 Team Partners who serve more than 200,000 customer locations in 46 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 and general economic conditions. 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

 

 

 

Fourteen

 

 

 

Twenty-six

 

 

 

Twenty-seven

 

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

 

February 28,

 

 

 

March 1,

 

 

 

February 28,

 

 

 

March 1,

 

(In thousands, except share and per share data)

 

 

2009 (2)

 

 

 

2008 (2)

 

 

 

2009 (2)

 

 

 

2008 (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

257,285

 

 

$

270,288

 

 

$

519,839

 

 

$

517,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs (1)

 

 

158,972

 

 

 

172,481

 

 

 

316,035

 

 

 

323,628

 

Selling and administrative expenses (1)

 

 

50,113

 

 

 

56,024

 

 

 

107,600

 

 

 

110,043

 

Depreciation and amortization

 

 

14,339

 

 

 

14,115

 

 

 

28,042

 

 

 

26,902

 

 

 

 

223,424

 

 

 

242,620

 

 

 

451,677

 

 

 

460,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

33,861

 

 

 

27,668

 

 

 

68,162

 

 

 

56,975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,324

 

 

 

3,359

 

 

 

4,915

 

 

 

6,863

 

Interest income

 

 

(547

)

 

 

(580

)

 

 

(1,051

)

 

 

(1,093

)

Foreign exchange (gain)/loss

 

 

195

 

 

 

42

 

 

 

1,129

 

 

 

(429

)

 

 

 

1,972

 

 

 

2,821

 

 

 

4,993

 

 

 

5,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

31,889

 

 

 

24,847

 

 

 

63,169

 

 

 

51,634

 

Provision for income taxes

 

 

13,609

 

 

 

9,566

 

 

 

26,027

 

 

 

19,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

18,280

 

 

$

15,281

 

 

$

37,142

 

 

$

31,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

1.00

 

 

0.83

 

 

$

2.03

 

 

$

1.73

 

Class B Common Stock

 

$

0.80

 

 

0.67

 

 

$

1.62

 

 

$

1.39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.94

 

 

$

0.79

 

 

$

1.92

 

 

$

1.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

14,389

 

 

 

14,359

 

 

 

14,387

 

 

 

14,356

 

Class B Common Stock

 

 

4,935

 

 

 

4,937

 

 

 

4,935

 

 

 

4,937

 

 

 

 

19,324

 

 

 

19,296

 

 

 

19,322

 

 

 

19,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

19,354

 

 

 

19,366

 

 

 

19,368

 

 

 

19,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 fixed assets and amortization on its intangible assets

 

(2) Unaudited

 

UniFirst Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

(In thousands, except share data)

 

 

 

February 28,

2009 (1)

 

 

August 30,

2008

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

24,065

 

$

25,655

 

Receivables, net

 

 

 

103,063

 

 

102,830

 

Inventories

 

 

 

51,454

 

 

46,154

 

Rental merchandise in service

 

 

 

80,437

 

 

92,315

 

Prepaid and deferred income taxes

 

 

 

16,349

 

 

15,431

 

Prepaid expenses

 

 

 

3,907

 

 

1,720

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

279,275

 

 

284,105

 

 

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

 

 

Land, buildings and leasehold improvements

 

 

 

314,784

 

 

314,370

 

Machinery and equipment

 

 

 

338,225

 

 

327,705

 

Motor vehicles

 

 

 

111,158

 

 

102,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

764,167

 

 

744,880

 

Less - accumulated depreciation

 

 

 

387,103

 

 

376,319

 

 

 

 

 

377,064

 

 

368,561

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

259,880

 

 

258,836

 

Customer contracts and other intangible assets, net

 

 

 

63,679

 

 

67,450

 

Other assets

 

 

 

2,340

 

 

2,715

 

 

 

 

 

 

 

 

 

 

 

 

 

$

982,238

 

$

981,667

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current maturities of long-term obligations

 

 

$

5,059

 

$

4,222

 

Accounts payable

 

 

 

40,955

 

 

54,822

 

Accrued liabilities

 

 

 

97,455

 

 

91,837

 

Accrued income taxes

 

 

 

5,375

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

148,844

 

 

150,881

 

 

 

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

 

 

213,675

 

 

231,317

 

Deferred income taxes

 

 

 

41,954

 

 

42,699

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common Stock

 

 

 

1,440

 

 

1,438

 

Class B Common Stock

 

 

 

494

 

 

494

 

Capital surplus

 

 

 

18,772

 

 

18,240

 

Retained earnings

 

 

 

567,930

 

 

532,164

 

Accumulated other comprehensive (loss)/income

 

 

 

(10,871

)

 

4,434

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity

 

 

 

577,765

 

 

556,770

 

 

 

 

 

 

 

 

 

 

 

 

 

$

982,238

 

$

981,667

 

 

(1) Unaudited

 

UniFirst Corporation and Subsidiaries

Detail of Operating Results

 

Revenues

 

 

 

Thirteen

 

 

Fourteen

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

February 28,

 

 

March 1,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

233,713

 

$

244,545

 

$

(10,832

)

-4.4

%

Specialty Garments

 

16,939

 

 

17,127

 

 

(188

)

-1.1

 

First Aid

 

6,633

 

 

8,616

 

 

(1,983

)

-23.0

 

Consolidated total

$

257,285

 

$

270,288

 

$

(13,003

)

-4.8

%

 

 

 

Twenty-six

 

 

Twenty-seven

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

February 28,

 

 

March 1,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

471,217

 

$

466,657

 

$

4,560

 

1.0

%

Specialty Garments

 

34,680

 

 

34,382

 

 

298

 

0.9

 

First Aid

 

13,942

 

 

16,509

 

 

(2,567

)

-15.5

 

Consolidated total

$

519,839

 

$

517,548

 

$

2,291

 

0.4

%

 

 

Income from Operations

 

 

 

Thirteen

 

 

Fourteen

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

February 28,

 

 

March 1,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

32,067

 

$

27,017

 

$

5,050

 

18.7

%

Specialty Garments

 

1,650

 

 

339

 

 

1,311

 

387.3

 

First Aid

 

144

 

 

312

 

 

(168

)

-54.0

 

Consolidated total

$

33,861

 

$

27,668

 

$

6,193

 

22.4

%

 

 

 

Twenty-six

 

 

Twenty-seven

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

February 28,

 

 

March 1,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

64,671

 

$

54,666

 

$

10,005

 

18.3

%

Specialty Garments

 

3,397

 

 

2,000

 

 

1,397

 

69.9

 

First Aid

 

94

 

 

309

 

 

(215

)

-69.7

 

Consolidated total

$

68,162

 

$

56,975

 

$

11,187

 

19.6

%

 

(1) Unaudited