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)

July 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 July 1, 2009, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the third quarter and first nine months of fiscal 2009 which ended May 30, 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 July 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: July 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 July 1, 2009

 

Exhibit 99

 

 


 

 

 

 

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE THIRD QUARTER AND FIRST NINE MONTHS OF FISCAL 2009

 

Wilmington, MA (July 1, 2009) -- UniFirst Corporation (NYSE: UNF) today announced results for the third quarter and first nine months of fiscal 2009, which ended on May 30, 2009.

 

Revenues for the third quarter of fiscal 2009 were $252.1 million, a 1.0% decrease from the previous year’s $254.6 million. Third quarter net income was a record $21.7 million or $1.12 per diluted common share, a 28.0% increase from the third quarter of fiscal 2008, when net income was $16.9 million or $0.87 per diluted common share.

 

Revenues were approximately $772 million for both the first nine months of fiscal 2009 and fiscal 2008. However, on a comparable work week basis, revenues increased 2.6% during the first nine months of fiscal 2009 compared to the same period a year ago. Net income for the first nine months of fiscal 2009 was $58.8 million or $3.04 per diluted common share, a 20.8% increase from the first nine months of fiscal 2008, when net income was $48.7 million or $2.52 per diluted common share.

 

“Our top line continues to be impacted by the further decline of wearer levels at our customers as well as increased business closures,” said Ronald D. Croatti, UniFirst President and Chief Executive Officer. “Significantly lower energy prices as well as lower merchandise costs due to a lack of new employees being hired by our customers have helped drive recent profitability higher. In addition, our strong results reflect the proactive steps that we have taken to control our head count and overall cost structure in anticipation of further declines in our revenues.”

 

The Company’s core laundry revenues declined $2.9 million or 1.3% during the third quarter compared to the same quarter in fiscal 2008; however, income from operations was up 19.2%. The core laundry’s operating margin increased to 14.9% in the third quarter from 12.3% a year earlier as total expenses were down $8.3 million. The decline in expenses was primarily the result of lower energy, payroll and merchandise costs. Gasoline and natural gas costs were significantly below the prior year’s levels. Payroll costs are down as total headcount in the core laundry operations has been reduced by approximately 8% since the beginning of the calendar year. In addition, other administrative and production costs including travel expenses, are lower than those in last year’s third quarter. The Company continues to focus on reducing its overall expenses. Partially offsetting these cost benefits were higher healthcare and other payroll related costs, depreciation, bad debt expense as well as an increase to our reserve for environmental contingencies.

 

UniFirst’s Specialty Garments and First Aid segments also contributed to the Company’s overall growth in third quarter profits compared to 2008. Specialty Garments operating profit increased to $3.0 million from $1.8 million a year ago. This growth was driven primarily by improved performances from the segment’s US and Canadian power reactor business as well as its clean room operations.

 

UniFirst continues to generate strong cash flows and maintain a solid balance sheet. Cash flows from operations for the first nine months of fiscal 2009 were $109.4 million compared to $83.6 million in the first nine months of fiscal 2008. This year the Company has generated significant free cash flows which have been used primarily to reduce outstanding debt by $41.6 million. Total debt as a percentage of capital as of the end of the third quarter was 24.1%, down from 29.7% as of the end of fiscal 2008.

 

“As the economic environment remains volatile, cost control will continue to be a top priority,” Croatti said. “We anticipate that even when general economic conditions improve, our customers will be hesitant to increase employee levels too quickly and as a result it will take us longer to recover the uniform wearers that we have lost. However, our strong overall financial position allows us to continue investing significant resources selling the value of our services to prospective and existing customers.”

 

Conference Call Information

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

 

About UniFirst Corporation

UniFirst Corporation is one of the largest providers of workplace uniforms, protective clothing, and facility services products in North America. The Company employs nearly 10,000 Team Partners who serve more than 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

 

 

 

Thirteen

 

 

 

Thirty-nine

 

 

 

Forty

 

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

weeks ended

 

 

 

 

May 30,

 

 

 

May 31,

 

 

 

May 30,

 

 

 

May 31,

 

(In thousands, except share and per share data)

 

 

2009 (2)

 

 

 

2008 (2)

 

 

 

2009 (2)

 

 

 

2008 (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

252,105

 

 

$

254,617

 

 

$

771,944

 

 

$

772,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs (1)

 

 

148,597

 

 

 

157,169

 

 

 

464,632

 

 

 

480,797

 

Selling and administrative expenses (1)

 

 

52,152

 

 

 

54,458

 

 

 

159,752

 

 

 

164,501

 

Depreciation and amortization

 

 

14,641

 

 

 

13,192

 

 

 

42,683

 

 

 

40,094

 

 

 

 

215,390

 

 

 

224,819

 

 

 

667,067

 

 

 

685,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

36,715

 

 

 

29,798

 

 

 

104,877

 

 

 

86,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

2,226

 

 

 

2,567

 

 

 

7,141

 

 

 

9,430

 

Interest income

 

 

(441

)

 

 

(575

)

 

 

(1,492

)

 

 

(1,668

)

Foreign exchange (gain)/loss

 

 

(789

)

 

 

8

 

 

 

340

 

 

 

(421

)

 

 

 

996

 

 

 

2,000

 

 

 

5,989

 

 

 

7,341

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

35,719

 

 

 

27,798

 

 

 

98,888

 

 

 

79,432

 

Provision for income taxes

 

 

14,030

 

 

 

10,858

 

 

 

40,057

 

 

 

30,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

21,689

 

 

$

16,940

 

 

$

58,831

 

 

$

48,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

1.18

 

 

0.92

 

 

$

3.21

 

 

$

2.66

 

Class B Common Stock

 

$

0.95

 

 

0.74

 

 

$

2.57

 

 

$

2.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

1.12

 

 

$

0.87

 

 

$

3.04

 

 

$

2.52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

14,394

 

 

 

14,366

 

 

 

14,389

 

 

 

14,358

 

Class B Common Stock

 

 

4,935

 

 

 

4,937

 

 

 

4,935

 

 

 

4,937

 

 

 

 

19,329

 

 

 

19,303

 

 

 

19,324

 

 

 

19,295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding – Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

19,376

 

 

 

19,363

 

 

 

19,371

 

 

 

19,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

$

0.0375

 

 

$

0.0375

 

 

$

0.1125

 

 

$

0.1125

 

Class B Common Stock

 

$

0.0300

 

 

$

0.0300

 

 

$

0.0900

 

 

$

0.0900

 

 

(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)

 

 

 

May 30,

2009 (1)

 

 

August 30,

2008

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

32,381

 

$

25,655

 

Receivables, net

 

 

 

103,515

 

 

102,830

 

Inventories

 

 

 

47,296

 

 

46,154

 

Rental merchandise in service

 

 

 

76,447

 

 

92,315

 

Prepaid and deferred income taxes

 

 

 

17,053

 

 

15,431

 

Prepaid expenses

 

 

 

3,516

 

 

1,720

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

280,208

 

 

284,105

 

 

 

 

 

 

 

 

 

 

Property and equipment:

 

 

 

 

 

 

 

 

Land, buildings and leasehold improvements

 

 

 

322,662

 

 

314,370

 

Machinery and equipment

 

 

 

349,771

 

 

327,705

 

Motor vehicles

 

 

 

114,598

 

 

102,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

787,031

 

 

744,880

 

Less - accumulated depreciation

 

 

 

401,099

 

 

376,319

 

 

 

 

 

385,932

 

 

368,561

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

260,588

 

 

258,836

 

Customer contracts and other intangible assets, net

 

 

 

61,797

 

 

67,450

 

Other assets

 

 

 

2,548

 

 

2,715

 

 

 

 

 

 

 

 

 

 

 

 

 

$

991,073

 

$

981,667

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders' equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Current maturities of long-term obligations

 

 

$

17,841

 

$

4,222

 

Accounts payable

 

 

 

36,367

 

 

54,822

 

Accrued liabilities

 

 

 

103,121

 

 

91,837

 

Accrued income taxes

 

 

 

6,430

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

163,759

 

 

150,881

 

 

 

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

 

 

175,622

 

 

231,317

 

Deferred income taxes

 

 

 

42,576

 

 

42,699

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

Common Stock

 

 

 

1,440

 

 

1,438

 

Class B Common Stock

 

 

 

493

 

 

494

 

Capital surplus

 

 

 

19,126

 

 

18,240

 

Retained earnings

 

 

 

588,931

 

 

532,164

 

Accumulated other comprehensive (loss)/income

 

 

 

(874

)

 

4,434

 

 

 

 

 

 

 

 

 

 

Total shareholders' equity

 

 

 

609,116

 

 

556,770

 

 

 

 

 

 

 

 

 

 

 

 

 

$

991,073

 

$

981,667

 

 

(1) Unaudited

 


UniFirst Corporation and Subsidiaries

Detail of Operating Results

 

Revenues

 

 

 

Thirteen

 

 

Thirteen

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

May 31,

 

 

May 30,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

223,777

 

$

226,686

 

$

(2,909

)

-1.3

%

Specialty Garments

 

21,040

 

 

20,401

 

 

639

 

3.1

 

First Aid

 

7,288

 

 

7,530

 

 

(242

)

-3.2

 

Consolidated total

$

252,105

 

$

254,617

 

$

(2,512

)

-1.0

%

 

 

 

Thirty-nine

 

 

Forty

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

May 31,

 

 

May 30,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

694,994

 

$

693,343

 

$

1,651

 

0.2

%

Specialty Garments

 

55,720

 

 

54,783

 

 

937

 

1.7

 

First Aid

 

21,230

 

 

24,039

 

 

(2,809

)

-11.7

 

Consolidated total

$

771,944

 

$

772,165

 

$

(221

)

0.0

%

 

 

Income from Operations

 

 

 

Thirteen

 

 

Thirteen

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

May 31,

 

 

May 30,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

33,260

 

$

27,913

 

$

5,347

 

19.2

%

Specialty Garments

 

3,013

 

 

1,840

 

 

1,173

 

63.8

 

First Aid

 

442

 

 

45

 

 

397

 

887.8

 

Consolidated total

$

36,715

 

$

29,798

 

$

6,917

 

23.2

%

 

 

 

Thirty-nine

 

 

Forty

 

 

 

 

 

 

 

 

weeks ended

 

 

weeks ended

 

 

 

 

 

 

 

 

May 31,

 

 

May 30,

 

 

Dollar

 

Percent

 

(In thousands, except percentages)

 

2009 (1)

 

 

2008 (1)

 

 

Change

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Laundry Operations

$

97,931

 

$

82,579

 

$

15,352

 

18.6

%

Specialty Garments

 

6,411

 

 

3,840

 

 

2,571

 

67.0

 

First Aid

 

535

 

 

354

 

 

181

 

51.2

 

Consolidated total

$

104,877

 

$

86,773

 

$

18,104

 

20.9

%

 

(1) Unaudited