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 years $270.3 million. On a comparable work week basis, consolidated revenues increased 2.5%. Fiscal 2009s second quarter had one less work week as compared to 2008s, 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. Were 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 Companys 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 Companys 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 quarters 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 Companys 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 Companys 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, were 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 Companys 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 Companys 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 Companys 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 Companys customers and such customers workforce, the continuing increase in domestic healthcare costs, demand and prices for the Companys 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 Companys 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 Companys 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