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, 2014
or
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☐ |
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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 Retirement Savings 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
UNIFIRST RETIREMENT SAVINGS PLAN
AUDITED Financial Statements and Supplemental Schedule
Years Ended December 31, 2014 and 2013
TABLE OF CONTENTS
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Page | |
| 1 | |
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Financial Statements: |
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| 2 | |
| 3 | |
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4–14 | |
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Supplemental Schedule: |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
15 |
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16 | |
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Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
Note: Other supplemental schedules required by the Employee Retirement Income Security Act that have not been included herein are not applicable to the UniFirst Retirement Savings Plan.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator
UniFirst Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of the UniFirst Retirement Savings Plan (the Plan) as of December 31, 2014 and 2013 and the related statements of changes in net assets available for benefits for the years then ended. 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 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, 2014 and 2013, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.
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/s/ Baker Newman & Noyes |
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Manchester, New Hampshire |
Limited Liability Company |
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June 29, 2015 |
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UNIFIRST RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2014 and 2013
|
2014 |
2013 |
|||||||
|
ASSETS |
||||||||
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Investments, at fair value: |
||||||||
|
Mutual funds |
$ | 203,741,104 | $ | 191,176,353 | ||||
|
Common and collective trust – stable value fund |
49,612,993 | 48,448,378 | ||||||
|
Common and collective trusts – other |
31,507,627 | 27,366,207 | ||||||
|
UniFirst Corporation common stock |
11,883,550 | 11,766,739 | ||||||
|
Interest-bearing cash |
63,044 | 46,497 | ||||||
|
Total investments |
296,808,318 | 278,804,174 | ||||||
| Receivables: | ||||||||
|
Employer contribution |
7,900,000 | 9,000,000 | ||||||
|
Notes receivable from participants |
12,351,742 | 11,605,813 | ||||||
|
Other |
4,487 | 5,287 | ||||||
|
Total receivables |
20,256,229 | 20,611,100 | ||||||
|
Total assets |
317,064,547 | 299,415,274 | ||||||
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LIABILITIES |
||||||||
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Accrued expenses |
4,100 | 3,500 | ||||||
|
Net assets reflecting all investments at fair value |
317,060,447 | 299,411,774 | ||||||
|
Adjustment from fair value to contract value for fully benefit-responsive investment contract |
(692,571 | ) | (388,513 | ) | ||||
|
Net assets available for benefits |
$ | 316,367,876 | $ | 299,023,261 | ||||
See accompanying notes.
UNIFIRST RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2014 and 2013
|
2014 |
2013 |
|||||||
|
Additions to net assets attributed to: |
||||||||
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Investment income: |
||||||||
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Net realized and unrealized (depreciation) appreciation in fair value of investments |
$ | (8,398,431 | ) | $ | 37,209,591 | |||
|
Interest and dividends |
22,634,167 | 10,738,665 | ||||||
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Total investment income |
14,235,736 | 47,948,256 | ||||||
|
Interest income on notes receivable from participants |
554,356 | 508,475 | ||||||
|
Contributions: |
||||||||
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Participants |
11,911,946 | 10,652,955 | ||||||
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Employer match |
6,976,115 | 6,252,934 | ||||||
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Employer discretionary |
7,900,000 | 9,000,000 | ||||||
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Total contributions |
26,788,061 | 25,905,889 | ||||||
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Total additions |
41,578,153 | 74,362,620 | ||||||
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Deductions from net assets attributed to: |
||||||||
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Benefit payments |
24,113,923 | 18,079,354 | ||||||
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Administrative expenses |
119,615 | 81,795 | ||||||
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Total deductions |
24,233,538 | 18,161,149 | ||||||
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Increase in net assets available for benefits |
17,344,615 | 56,201,471 | ||||||
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Net assets available for benefits, beginning of year |
299,023,261 | 242,821,790 | ||||||
|
Net assets available for benefit, end of year |
$ | 316,367,876 | $ | 299,023,261 | ||||
See accompanying notes.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
1. Description of Plan
The following description of the UniFirst Retirement Savings 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 eligible employees employed by UniFirst Corporation, UniFirst Holdings, Inc., UniTech Services Group, Inc., UniFirst First-Aid Corporation, UniFirst Manufacturing Corporation and RC Air, LLC. Bank of America, N.A. (BOA) serves as the Directed Custodial Trustee of the Plan and two employees appointed by the Board of Directors of the Company serve as Administrative Trustees, with full authority to amend the Plan provided that the amendment does not create a fixed contribution obligation, or create significant new responsibilities or obligations of the Company, and to otherwise act in all respects on behalf of the Company, which is the Plan Administrator, as well as the Plan sponsor under the Employee Retirement Income Security Act of 1974 (ERISA). Bank of America Merrill Lynch (BOAML) acts as the Plan’s recordkeeper. The Plan is subject to the provisions of ERISA.
Under the terms of the Plan, the participants select how the funds in their account are invested from the following offerings:
Mutual funds:
BlackRock Basic Value Fund
BlackRock Global Allocation Fund
Goldman Sachs Short Duration Government Fund
PIMCO Total Return Portfolio Fund
T. Rowe Price Growth Stock Fund
Prudential Jennison Small Company Fund
Templeton Foreign Fund
American EuroPacific Fund
Perkins Small Cap Value Fund
Common and collective trusts:
Wells Fargo Stable Return Fund C
State Street Global Advisors (SSgA) Russell Small Cap Fund
Northern Trust S&P 500 Fund
Common stock:
UniFirst Corporation
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
1. Description of Plan (Continued)
Effective June 28, 2012, participants were no longer eligible to purchase UniFirst Corporation common stock as one of their investment options. In addition, any participant holding UniFirst Corporation common stock in excess of 25% of the participant’s account balance had until June 28, 2013 to sell shares in order to be in compliance with the policy. Any noncompliant participant accounts were rebalanced by the Plan’s recordkeeper by selling shares of UniFirst Corporation common stock and investing the proceeds into the Wells Fargo Stable Return Fund C during July 2013.
The Plan is considered to be a safe harbor plan for purposes of certain nondiscrimination testing.
Contributions
Participants may elect to make tax deferred contributions up to the maximum allowable of their eligible compensation subject to the limitations established by the Internal Revenue Service (IRS). Participants may elect to rollover distributions from other qualified retirement plans.
The Company made matching contributions to the Plan equal to 100% of each participant’s first 3% of eligible compensation deferred, and then 50% of the next 2% of eligible compensation deferred.
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 years ended December 31, 2014 and 2013, the Company made a discretionary profit sharing contribution of $7,900,000 and $9,000,000, respectively. The allocation method for profit sharing contributions is on a salary ratio basis, with permitted disparity.
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.
Participation
The Plan includes all employees of the Company and eligible subsidiaries, who have completed 90 consecutive days of employment. Beginning unit members who have bargained for other coverage are excluded. Effective January 1, 2014, unless otherwise notified by the Company, employees of an acquired business of the Company may commence participating in the Plan upon the one year anniversary of the acquisition.
The Plan requires 1,000 hours of service and last day of the year employment for discretionary contributions, but not for safe harbor matching contributions. There are exceptions to these two requirements for those who have retired on or after age 60, or who died or were permanently disabled during the year.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
1. Description of Plan (Continued)
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 employer discretionary contribution (c) allocation of forfeitures and (d) allocation of earnings or losses of each fund based on the participants’ relative account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately vested in their elective deferral contributions, rollover contributions and employer matching contributions, plus investment earnings or losses thereon.
For employer discretionary contributions, a participant is 100% vested after three years of service. In the event of death, retirement on or after age 60, 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 similar to the allocation methodology for 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, 2014 and 2013, forfeited non-vested accounts were $449,575 and $313,365, respectively. Forfeitures allocated to participants during the years ended December 31, 2014 and 2013, were $313,365 and $323,835, respectively.
Payment of Benefits
Benefits are payable to eligible participants upon disability, death, retirement or termination of employment.
Benefit payments may be made to participants 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.
Participants who are age 65 or older may make in-service withdrawals from their vested accounts limited to one withdrawal per year.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
1. Description of Plan (Continued)
Notes Receivable From Participants
Participants may borrow against their accounts 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. Loans bear interest at the prime rate, plus 1.50%, as reported by the Federal Reserve Bank at the inception of the loan. As of December 31, 2014, the interest rates on outstanding notes receivable was 4.75% with various maturities through July 2019.
Administrative Expenses
Individual participant accounts are directly charged by BOAML for the processing of participant loans, expediting fees and redemption fees for certain short-term trading infractions. Investment fund management fees are also charged and reduce participant investment return. The Company has currently elected to pay all other Plan expenses. Under the Plan’s arrangement with BOAML, revenue sharing amounts which BOAML receives from underlying investments, to the extent not applied to negotiated administrative fees of BOAML, may be used for Plan administrative expenses and are allocated to participant accounts to the extent not so used.
Plan Amendment and Termination
The Plan may be amended at any time to comply with the Internal Revenue Code (IRC) or ERISA.
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, any unvested 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 Policies
Basis of Accounting
The accompanying financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
2. Summary of Significant Policies (Continued)
Investment Valuation and Income Recognition
The Plan’s investments in mutual funds are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at year end.
The Plan holds an investment in the Wells Fargo Stable Return Fund C (the Stable Return Fund), which invests in a collective trust fund that carries investments at contract value. The Stable Return Fund is reported at fair value with a reported adjustment to contract value as shown in the statements of net assets available for benefits. The value of the Stable Return Fund is based on NAV which is determined by the fair value of the underlying investments. The collective trust fund invests in investment contracts and security-backed contracts. An investment contract is a contract issued by a financial institution to provide a stated rate of return to the buyer of the contract for a specified period of time. A security-backed contract has similar characteristics as a traditional investment contract and is comprised of two parts: the first part is a fixed-income security or portfolio of fixed-income securities; the second part is a contract value guarantee (wrapper) provided by a third party. Wrappers provide contract value payments for certain participant-initiated withdrawals and transfers, a floor crediting rate, and return of fully accrued contract value at maturity.
While investment contracts held by a defined contribution plan are required to be reported at fair value, contact value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts. The contract value is the relevant measurement since it represents the amount that the participant would receive if they were to initiate permitted transactions under the terms of the Plan. The statements of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
Average yields for the Stable Return Fund:
|
2014 |
2013 |
|||||||
|
Based on actual earnings |
1.40 | % | 1.36 | % | ||||
|
Based on interest credited to participants |
1.64 | 1.52 | ||||||
The adjustment from fair value to contract value for the fully benefit-responsive contract of ($692,571) and ($388,513) at December 31, 2014 and 2013, respectively, related entirely to the above common collective trust.
Investments in common and collective trusts – other are valued based upon the NAV of units owned by the Plan at year end. The NAV is based on the value of the underlying assets owned by the trust, minus liabilities, then divided by the shares outstanding.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
2. Summary of Significant Policies (Continued)
The Plan’s investments in UniFirst Corporation common stock are stated at fair value. Fair value represents the last reported sales price on the last business day of the Plan year as reported on the New York Stock Exchange.
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.
Notes Receivable From Participants
Notes receivable are measured at their unpaid principal balance plus accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned on an accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2014 or 2013. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded upon final settlement of the assets.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility, liquidity and credit risk, among others. 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.
Contributions
Contributions from participants are recorded in the period in which payroll deductions are made. Employer matching contributions are recorded in the same period as the corresponding participant contributions. Other employer contributions are recorded when the Company commits to making the contribution.
Benefit Payments
Benefit payments are recorded when paid.
Recent Accounting Pronouncement
In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2015-07). ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under ASC 820. ASU 2015-07 is effective for the Plan retrospectively for the year ending December 31, 2016 with early adoption permitted. The Plan is currently evaluating the impact of the pending adoption of ASU 2015-07 on the Plan’s financial statements.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
2. Summary of Significant Policies (Continued)
Subsequent Events
Events occurring after the date of the statements of net assets available for benefits are evaluated by management to determine whether such events should be recognized or disclosed in the financial statements. Management has evaluated subsequent events through June 29, 2015, which is the date the financial statements were issued.
3. Investments
The fair value of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2014 and 2013 are as follows:
|
2014 |
2013 |
|||||||
|
Wells Fargo Stable Return Fund C |
$ | 49,612,993 | $ | 48,448,378 | ||||
|
Northern Trust S&P 500 Fund |
22,960,687 | 18,850,439 | ||||||
|
BlackRock Basic Value Fund |
47,898,406 | 43,041,448 | ||||||
|
BlackRock Global Allocation Fund |
22,555,471 | 24,174,502 | ||||||
|
T. Rowe Price Growth Stock Fund |
30,177,541 | 27,067,871 | ||||||
|
PIMCO Total Return Portfolio Fund |
18,704,485 | 18,679,747 | ||||||
|
Goldman Sachs Short Duration Government Fund |
16,047,739 | 15,941,809 | ||||||
|
Prudential Jennison Small Company Fund |
26,112,923 | 21,993,985 | ||||||
|
American EuroPacific Fund |
16,573,030 | 15,489,216 | ||||||
During the years ended December 31, 2014 and 2013, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value as follows:
|
2014 |
2013 |
|||||||
|
Mutual funds |
$ | (13,437,659 | ) | $ | 24,778,557 | |||
|
Common and collective trust – stable value fund |
610,404 | 642,878 | ||||||
|
Common and collective trusts – other |
3,047,642 | 7,259,405 | ||||||
|
UniFirst Corporation common stock |
1,381,182 | 4,528,751 | ||||||
|
Net (depreciation) appreciation in value of investments |
$ | (8,398,431 | ) | $ | 37,209,591 | |||
4. Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
4. Fair Value Measurements (Continued)
The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety. The three levels of input that may be used to measure fair values are listed below:
Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical assets or liabilities as of the reporting date;
Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies; and
Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.
Mutual funds: Valued at the quoted market prices, which represent the NAV of shares held by the Plan at year end, which are traded in an active market.
Common and collective trust – stable value fund: Valued at NAV, NAV is determined based on the value of the underlying investments. The underlying investments include investment contracts, security-backed contracts and wrapper contracts. The fair value of an investment contract is based on the present value of future cash flows using the current discount rate. The fair value of a security-backed contract includes the value of the underlying securities and the value of the wrapper contract. The fair value of a wrapper contract provided by a security-backed contract issuer is based on the replacement cost methodology which is the present value of the difference between the replacement wrapper fee and the contracted wrapper fee.
Common and collective trusts – other: Valued at NAV based on the market prices of the underlying investments, market interest rates, and discounted cash flow calculations of various investment contracts. NAV is deemed appropriate as the collective trust funds do not have finite lives, unfunded commitments relating to these types of investments or significant restrictions on redemptions.
UniFirst Corporation common stock: Valued at the last reported sales price for shares actively traded on the New York Stock Exchange on the last day of the Plan year.
Interest-bearing cash: Valued at cost which approximates fair value.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
4. Fair Value Measurements (Continued)
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level within the fair value hierarchy, the Plan’s assets at fair value as of December 31, as follows:
|
Total |
||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Fair Value |
|||||||||||||
|
2014 |
||||||||||||||||
|
Mutual funds: |
||||||||||||||||
|
Intermediate Term Bond |
$ | 18,704,485 | $ |
– |
$ | – | $ | 18,704,485 | ||||||||
|
Small Value |
13,013,728 |
– |
– |
13,013,728 | ||||||||||||
|
Large Growth |
30,177,541 |
– |
– |
30,177,541 | ||||||||||||
|
Small Growth |
26,112,923 |
– |
– |
26,112,923 | ||||||||||||
|
Foreign Large Blend |
16,573,030 |
– |
– |
16,573,030 | ||||||||||||
|
Short Duration Government |
16,047,739 |
– |
– |
16,047,739 | ||||||||||||
|
Foreign Large Value |
12,657,781 |
– |
– |
12,657,781 | ||||||||||||
|
World Allocation |
22,555,471 |
– |
– |
22,555,471 | ||||||||||||
|
Large Value |
47,898,406 |
– |
– |
47,898,406 | ||||||||||||
|
Common and collective trusts: |
|
|||||||||||||||
|
Stable Value Fund |
– |
49,612,993 |
– |
49,612,993 | ||||||||||||
|
Small Cap Index |
– |
8,546,940 |
– |
8,546,940 | ||||||||||||
|
Large Cap Index |
– |
22,960,687 |
– |
22,960,687 | ||||||||||||
|
UniFirst Corporation common stock |
11,883,550 |
– |
– |
11,883,550 | ||||||||||||
|
Interest-bearing cash |
63,044 |
– |
– |
63,044 | ||||||||||||
|
Total investments |
$ | 215,687,698 | $ | 81,120,620 | $ |
– |
$ | 296,808,318 | ||||||||
|
2013 |
|
|
||||||||||||||
|
Mutual funds: |
|
|
||||||||||||||
|
Intermediate Term Bond |
$ | 18,679,747 | $ |
– |
$ |
– |
$ |
18,679,747 | ||||||||
|
Small Value |
12,107,370 |
– |
– |
12,107,370 |
||||||||||||
|
Large Growth |
27,067,871 |
– |
– |
27,067,871 |
| |||||||||||
|
Small Growth |
21,993,985 |
– |
– |
21,993,985 |
| |||||||||||
|
Foreign Large Blend |
15,489,216 |
– |
– |
15,489,216 |
| |||||||||||
|
Short Duration Government |
15,941,809 |
– |
– |
15,941,809 | ||||||||||||
|
Foreign Large Value |
12,680,405 |
– |
– |
12,680,405 | ||||||||||||
|
World Allocation |
24,174,502 |
– |
– |
24,174,502 | ||||||||||||
|
Large Value |
43,041,448 |
– |
– |
43,041,448 | ||||||||||||
|
Common and collective trusts: |
|
|||||||||||||||
|
Stable Value Fund |
– |
48,448,378 |
– |
48,448,378 | ||||||||||||
|
Small Cap Index |
– |
8,515,768 |
– |
8,515,768 | ||||||||||||
|
Large Cap Index |
– |
18,850,439 |
– |
18,850,439 | ||||||||||||
|
UniFirst Corporation common stock |
11,766,739 |
– |
– |
11,766,739 | ||||||||||||
|
Interest-bearing cash |
46,497 |
– |
– |
46,497 | ||||||||||||
|
Total investments |
$ | 202,989,589 | $ | 75,814,585 | $ |
– |
$ | 278,804,174 | ||||||||
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
4. Fair Value Measurements (Continued)
The following tables disclose the unfunded commitment and redemption terms of assets held in common and collective trusts - other as of December 31:
|
Fair |
Unfunded |
Redemption |
Redemption | ||||||||
|
Investment |
Value |
Commitment |
Frequency |
Notice Period | |||||||
|
2014 |
|||||||||||
|
Common collective trust funds – other: |
|||||||||||
|
Northern Trust S&P 500 Fund |
$ | 22,960,687 | $ | – |
Daily |
– | |||||
|
SSgA Russell Small Cap Fund |
8,546,940 |
– |
Daily |
– | |||||||
|
2013 |
|||||||||||
|
Common collective trust funds – other: |
|||||||||||
|
Northern Trust S&P 500 Fund |
$ | 18,850,439 | $ | – |
Daily |
– | |||||
|
SSgA Russell Small Cap Fund |
8,515,768 |
– |
Daily |
– | |||||||
The investment in the Stable Return Fund contains several redemption restrictions: the right to require a 12-month notice for withdrawal of assets from the Stable Return Fund initiated by the Company; withdrawals initiated by participants of the Plan will be honored when received unless payments are being delayed to all Stable Return Fund unit holders as provided in the Declaration of Trust; and redemptions by Plan participants to reinvest in options that compete with the Stable Return Fund. There are no unfunded commitments related to the Stable Return Fund.
5. Income Tax Status
The Plan has received a determination letter from the IRS dated December 30, 2011, stating that the Plan is qualified in accordance with applicable sections of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualifications. While the Plan has been amended since the receipt of the determination letter, the Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified. Management advises that the Plan is being restated and will be resubmitted for a new determination letter prior to February 1, 2016, in accordance with applicable IRS procedure.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014 and 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; currently, plan years 2014 and 2013 are being audited by the Internal Revenue Service. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2011.
UNIFIRST RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2014 and 2013
6. Related-Party Transactions
Transactions in shares of UniFirst Corporation common stock qualify as party-in-interest transactions under the provisions of ERISA for which a statutory exemption exists. No shares of UniFirst Corporation common stock have been purchased by participants subsequent to June 28, 2012. During the years ended December 31, 2014 and 2013, sales approximated $1.3 million and $3.9 million, respectively, of UniFirst Corporation common stock. At December 31, 2014 and 2013, the Plan held 97,847 and 109,970 shares of UniFirst Corporation common stock representing 3.8% and 3.9%, respectively, of the total net assets of the Plan, respectively. These investments and transactions are all participant-directed.
Fees paid to BOAML qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Direct administrative expenses charged to the Plan and paid to BOAML during 2014 and 2013 totaled $119,615 and $81,795, respectively. Loans to participants qualify as party-in-interest transactions.
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the accompanying financial statements at December 31, 2014 and 2013 to the Form 5500:
|
2014 |
2013 |
|||||||
|
Net assets available for benefits per the financial statements |
$ | 316,367,876 | $ | 299,023,261 | ||||
|
Add adjustment from contract value to fair value for fully benefit-responsive investment contracts |
692,571 | 388,513 | ||||||
|
Net assets available for benefits per the Form 5500 |
$ | 317,060,447 | $ | 299,411,774 | ||||
The following is a reconciliation of total additions per the accompanying financial statements for the years ended December 31, 2014 and 2013, to the form 5500:
|
2014 |
2013 |
|||||||
|
Total additions per the financial statements |
$ | 41,578,153 | $ | 74,362,620 | ||||
|
Subtract prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts |
(388,513 | ) | (1,226,832 | ) | ||||
|
Add current year adjustment from contract value to fair value for fully-benefit-responsive investment contracts |
692,571 | 388,513 | ||||||
|
Total additions per the Form 5500 |
$ | 41,882,211 | $ | 73,524,301 | ||||
Notes receivable from participants are reflected as a receivable on the financial statements which is different from the Form 5500 presentation. On the Form 5500, notes receivable are classified as investments under the caption “participant loans.”
UNIFIRST RETIREMENT SAVINGS PLAN
PLAN NO. 001
EIN 04-2103460
SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2014
|
(b) |
(c) |
(e) |
|||||
|
Identity of Issue |
Description |
Current |
|||||
|
(a) |
Lessor or Similar Party |
of Investments |
Value |
||||
|
Mutual funds: |
|||||||
|
BlackRock |
BlackRock Basic Value Fund |
$ | 47,898,406 | ||||
|
BlackRock |
BlackRock Global Allocation Fund |
22,555,471 | |||||
|
Goldman Sachs |
Goldman Sachs Short Duration Government Fund |
16,047,739 | |||||
|
PIMCO |
PIMCO Total Return Portfolio Fund |
18,704,485 | |||||
|
T. Rowe Price |
T. Rowe Price Growth Stock Fund |
30,177,541 | |||||
|
Jennison |
Prudential Jennison Small Company Fund |
26,112,923 | |||||
|
Franklin Templeton |
Templeton Foreign Fund |
12,657,781 | |||||
|
American Funds |
American EuroPacific Fund |
16,573,030 | |||||
|
Janus Funds |
Perkins Small Cap Value Fund |
13,013,728 | |||||
|
Common and collective trusts: |
|||||||
|
Wells Fargo |
Wells Fargo Stable Return Fund C |
49,612,993 | |||||
|
State Street Global Advisors |
SSgA Russell Small Cap Fund |
8,546,940 | |||||
|
Northern Trust |
Northern Trust S&P 500 Fund |
22,960,687 | |||||
| * |
UniFirst Corporation |
UniFirst Corporation common stock, 97,847 shares |
11,883,550 | ||||
| * |
Bank of America |
Interest-bearing cash |
63,044 | ||||
| 296,808,318 | |||||||
| * |
Participant loans |
Interest rates of 4.75%, secured by participant account balances |
12,351,742 | ||||
| $ | 309,160,060 | ||||||
|
|
* |
Represents a party-in-interest. |
|
|
(d) |
Cost is not applicable as all investments are directed by Plan participants. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the UniFirst Retirement Savings Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
UniFirst Retirement Savings Plan |
|
|
By: |
/s/ Ronald D. Croatti |
|
|
|
Ronald D. Croatti, Trustee |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Steven S. Sintros |
|
|
|
Steven S. Sintros, Trustee |
|
|
|
|
|
Date: June 29, 2015 |
|
|
16
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement (No. 33-60781) on Form S-8 of UniFirst Corporation of our report dated June 29, 2015, relating to our audit of the financial statements and supplemental schedule of the UniFirst Retirement Savings Plan, which appears in this Annual Report on Form 11-K of the UniFirst Retirement Savings Plan for the year ended December 31, 2014.
|
|
|
/s/ Baker Newman & Noyes |
|
Manchester, New Hampshire |
|
Limited Liability Company |
|
June 29, 2015 |
|
|