unf-8k_20210106.htm
false 0000717954 0000717954 2021-01-06 2021-01-06

 

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): January 6, 2021

 

UNIFIRST CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Massachusetts

001-08504

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.10 par value per share

UNF

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

 

Item 2.02 Results of Operations and Financial Condition.

On January 6, 2021, UniFirst Corporation (the “Company”) issued a press release (“Press Release”) announcing financial results for the first quarter of fiscal 2021, which ended on November 28, 2020. 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

Number

 

Description

99

 

Press release of the Company dated January 6, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

UNIFIRST CORPORATION

 

 

 

 

Date: January 6, 2021

 

By:

/s/ Steven S. Sintros

 

 

 

Steven S. Sintros

 

 

 

President and Chief Executive Officer

 

 

 

 

 

 

By:

/s/ Shane O’Connor

 

 

 

Shane O’Connor

 

 

 

Senior Vice President and Chief Financial Officer

 

 

unf-ex99_6.htm

 

 

Exhibit 99

Investor Relations Contact

Shane O’Connor, Executive Vice President & CFO

UniFirst Corporation

978-658-8888

shane_oconnor@unifirst.com

 

FOR IMMEDIATE RELEASE

 

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER OF FISCAL 2021

Wilmington, MA – January 6, 2021 – UniFirst Corporation (NYSE: UNF) (the “Company”) today reported results for its first quarter ended November 28, 2020 as compared to the corresponding period in the prior fiscal year:

Q1 2021 Financial Highlights

 

Consolidated revenues for the first quarter decreased 4.0% to $446.9 million.

 

Operating income was $56.0 million, a decrease of 6.7%.

 

The quarterly tax rate increased to 25.0% compared to 22.1% in prior year.

 

Net income decreased to $41.9 million, or 13.2%.

 

Diluted earnings per share decreased to $2.20 from $2.52, or 12.7%.

 

 

 

Steven Sintros, UniFirst President and Chief Executive Officer, said, “Overall, we are pleased with our first quarter results which were achieved despite the impact that the COVID-19 pandemic continues to have on our business and the economy as a whole.   As a Company, our top priorities continue to be the safety of our employee Team Partners as well as servicing our customers, many of whom are critical to keeping our communities up and running.  I want to again sincerely thank our Team Partners for the tremendous effort they continue to put forth ensuring that they are taking care of each other and our customers during these challenging times.  They truly continue to deliver in every way.” 

Segment Reporting Highlights

Core Laundry Operations

 

Revenues for the quarter decreased 5.6% to $393.2 million. This decrease was primarily due to the continued impact of the COVID-19 pandemic on our customers’ operations and wearer levels.

 

Operating margin decreased to 12.4% from 12.9%. This segment’s profitability was negatively impacted by the decline in rental revenues on our cost structure, which was partially offset by lower travel-related, energy and healthcare costs during the quarter.

Specialty Garments

 

Revenues for the quarter were $38.1 million, an increase of 14.2%. This increase was primarily due to higher direct sales and project-related work in the U.S. and Canadian nuclear operations as well as growth in our cleanroom operations.

 

Operating margin increased to 18.8% from 14.6% a year ago. This increase was primarily due to lower production and delivery costs as a percentage of revenues as well as lower travel-related, energy and healthcare costs. These decreases were partially offset by higher merchandise expense as a percentage of revenues.

 

Specialty Garments consists of nuclear decontamination and cleanroom operations, and its results can vary significantly due to seasonality and the timing of reactor outages and projects.

Balance Sheet and Capital Allocation

 

Cash, cash equivalents and short-term investments totaled $473.0 million as of November 28, 2020.

 

The Company had no long-term debt outstanding as of November 28, 2020.

 

Under its previously announced stock repurchase program, the Company repurchased 41,000 shares of common stock for a total of $7.2 million during its first fiscal quarter of 2021. As of November 28, 2020, the Company had repurchased a total of 355,917 shares of common stock for a total of $59.5 million under the program.

 

Weighted average shares outstanding – Diluted for the first quarter of fiscal 2021 and fiscal 2020 was 19.0 million and 19.1 million shares, respectively.

 



 

 

Financial Outlook

 

Mr. Sintros continued, “At this time, our overall outlook in the quarters ahead remains uncertain.  Recent increases in positive COVID-19 cases have caused certain states, provinces and municipalities to reimplement temporary restrictions on businesses.  The impact of these or further restrictions as well as the potential positive impact of a broader vaccine distribution are currently difficult to project. As a result, we will not be providing further guidance at this time. Our solid balance sheet positions us well to meet the ongoing challenges presented by COVID-19 while continuing to invest in growth and strengthen our business.”

 

Conference Call Information

UniFirst will hold a conference call today at 9:00 a.m. (ET) 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

Headquartered in Wilmington, Mass., UniFirst Corporation (NYSE: UNF) is a North American leader in the supply and servicing of uniform and workwear programs, as well as the delivery of facility service programs. Together with its subsidiaries, the Company also provides first aid and safety products, and manages specialized garment programs for the cleanroom and nuclear industries. UniFirst manufactures its own branded workwear, protective clothing, and floorcare products; and with 260 service locations, over 300,000 customer locations, and 14,000-plus employee Team Partners, the Company outfits nearly 2 million workers each business day. For more information, contact UniFirst at 800.455.7654 or visit UniFirst.com.

Forward-Looking Statements Disclosure

This public announcement contains forward-looking statements within the meaning of the federal securities laws that reflect the Company’s current views with respect to future events and financial performance, including projected revenues and earnings per share. 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 may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “positions,” “assume,” “strive,” “maintain,” or the negative versions thereof, and similar expressions and by the context in which they are used. Such forward-looking statements are based upon our current expectations and speak only as of the date made. Such statements are highly dependent upon a variety of risks, uncertainties and other 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 caused by adverse economic conditions, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, including limitations on, or closures of, our facilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances such as the COVID-19 pandemic, uncertainties regarding our ability to consummate and successfully integrate acquired businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, any adverse outcome of pending or future contingencies or claims, our ability to compete successfully without any significant degradation in our margin rates, seasonal and quarterly fluctuations in business levels, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the effect of currency fluctuations on our results of operations and financial condition, our dependence on third parties to supply us with raw materials, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the COVID-19 pandemic, any loss of key management or other personnel, increased costs as a result of any changes in federal or state laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding the price levels of natural gas, electricity, fuel and labor, the negative effect on our business from sharply depressed oil and natural gas prices, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, the continuing increase in domestic healthcare costs, increased workers’ compensation claim costs, increased healthcare claim costs, including as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our Specialty Garments business, political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, including, without limitation, as a result of extraordinary events or circumstances such as the COVID-19 pandemic, our ability to properly and efficiently design, construct, implement and operate a new customer relationship management (“CRM”) computer system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, additional professional and internal costs necessary for compliance with any changes in Securities and Exchange Commission, New York Stock Exchange and accounting rules, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, economic and other developments associated with the war on terrorism and its impact on the economy, the impact of foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and financial condition, general economic conditions, our ability to successfully implement our business strategies and processes, including our capital allocation strategies and the other factors described under “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 29, 2020, “Item 1.A. Risk Factors” and elsewhere in our Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.


 

 

 

Consolidated Statements of Income

(Unaudited)

 

(In thousands, except per share data)

 

Thirteen weeks ended November 28, 2020

 

 

Thirteen weeks ended November 30, 2019

 

 

Revenues

 

$

446,853

 

 

$

465,398

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of revenues (1)

 

 

275,800

 

 

 

289,316

 

 

Selling and administrative expenses (1)

 

 

88,703

 

 

 

90,528

 

 

Depreciation and amortization

 

 

26,308

 

 

 

25,459

 

 

Total operating expenses

 

 

390,811

 

 

 

405,303

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

56,042

 

 

 

60,095

 

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense:

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

(568

)

 

 

(2,361

)

 

Other expense, net

 

 

749

 

 

 

528

 

 

Total other (income) expense, net

 

 

181

 

 

 

(1,833

)

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

55,861

 

 

 

61,928

 

 

Provision for income taxes

 

 

13,965

 

 

 

13,686

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

41,896

 

 

$

48,242

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Basic:

 

 

 

 

 

 

 

 

 

Common Stock

 

$

2.31

 

 

$

2.65

 

 

Class B Common Stock

 

$

1.85

 

 

$

2.12

 

 

 

 

 

 

 

 

 

 

 

 

Income per share – Diluted:

 

 

 

 

 

 

 

 

 

Common Stock

 

$

2.20

 

 

$

2.52

 

 

 

 

 

 

 

 

 

 

 

 

Income allocated to – Basic:

 

 

 

 

 

 

 

 

 

Common Stock

 

$

35,171

 

 

$

40,526

 

 

Class B Common Stock

 

$

6,725

 

 

$

7,716

 

 

 

 

 

 

 

 

 

 

 

 

Income allocated to – Diluted:

 

 

 

 

 

 

 

 

 

Common Stock

 

$

41,896

 

 

$

48,242

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – Basic:

 

 

 

 

 

 

 

 

 

Common Stock

 

 

15,247

 

 

 

15,308

 

 

Class B Common Stock

 

 

3,643

 

 

 

3,643

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – Diluted:

 

 

 

 

 

 

 

 

 

Common Stock

 

 

19,019

 

 

 

19,123

 

 

 

 

(1)

Exclusive of depreciation on the Company’s property, plant and equipment and amortization on its intangible assets.


 

 

 

Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands)

 

November 28, 2020

 

 

August 29, 2020

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

473,010

 

 

$

474,838

 

Receivables, net

 

 

209,916

 

 

 

190,916

 

Inventories

 

 

104,525

 

 

 

106,269

 

Rental merchandise in service

 

 

155,100

 

 

 

154,278

 

Prepaid taxes

 

 

3,612

 

 

 

7,115

 

Prepaid expenses and other current assets

 

 

40,661

 

 

 

35,918

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

986,824

 

 

 

969,334

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

598,719

 

 

 

582,470

 

Goodwill

 

 

424,881

 

 

 

424,844

 

Customer contracts and other intangible assets, net

 

 

85,150

 

 

 

85,536

 

Deferred income taxes

 

 

522

 

 

 

522

 

Operating lease right-of-use assets, net

 

 

42,033

 

 

 

42,710

 

Other assets

 

 

96,031

 

 

 

93,611

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,234,160

 

 

$

2,199,027

 

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

60,268

 

 

$

64,035

 

Accrued liabilities

 

 

138,693

 

 

 

132,965

 

Accrued taxes

 

 

 

 

 

527

 

Operating lease liabilities, current

 

 

12,731

 

 

 

12,569

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

211,692

 

 

 

210,096

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

133,600

 

 

 

132,820

 

Accrued and deferred income taxes

 

 

86,642

 

 

 

85,721

 

Operating lease liabilities

 

 

28,874

 

 

 

29,261

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

460,808

 

 

 

457,898

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Common Stock

 

 

1,522

 

 

 

1,525

 

Class B Common Stock

 

 

364

 

 

 

364

 

Capital surplus

 

 

87,210

 

 

 

86,645

 

Retained earnings

 

 

1,714,937

 

 

 

1,684,565

 

Accumulated other comprehensive loss

 

 

(30,681

)

 

 

(31,970

)

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

1,773,352

 

 

 

1,741,129

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,234,160

 

 

$

2,199,027

 

 


 

 

Detail of Operating Results

(Unaudited)

 

Revenues

(In thousands, except percentages)

 

Thirteen weeks ended November 28, 2020

 

 

Thirteen weeks ended November 30, 2019

 

 

Dollar

Change

 

 

Percent

Change

 

Core Laundry Operations

 

 

393,190

 

 

 

416,298

 

 

 

(23,108

)

 

 

(5.6

)%

Specialty Garments

 

 

38,134

 

 

 

33,402

 

 

 

4,732

 

 

 

14.2

%

First Aid

 

 

15,529

 

 

 

15,698

 

 

 

(169

)

 

 

(1.1

)%

Consolidated total

 

$

446,853

 

 

$

465,398

 

 

$

(18,545

)

 

 

(4.0

)%

 

 

 

Operating Income

(In thousands, except percentages)

 

Thirteen weeks ended November 28, 2020

 

 

Thirteen weeks ended November 30, 2019

 

 

Dollar

Change

 

 

Percent

Change

 

Core Laundry Operations

 

$

48,870

 

 

$

53,808

 

 

$

(4,938

)

 

 

(9.2

)%

Specialty Garments

 

 

7,159

 

 

 

4,879

 

 

 

2,280

 

 

 

46.7

%

First Aid

 

 

13

 

 

 

1,408

 

 

 

(1,395

)

 

 

(99.1

)%

Consolidated total

 

$

56,042

 

 

$

60,095

 

 

$

(4,053

)

 

 

(6.7

)%

 

 

 

Operating Margin

 

 

 

Thirteen weeks ended November 28, 2020

 

 

Thirteen weeks ended November 30, 2019

 

Core Laundry Operations

 

 

12.4

%

 

 

12.9

%

Specialty Garments

 

 

18.8

%

 

 

14.6

%

First Aid

 

 

0.1

%

 

 

9.0

%

Consolidated total

 

 

12.5

%

 

 

12.9

%

 


 

 

Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)

 

Thirteen weeks ended November 28, 2020

 

 

Thirteen weeks ended November 30, 2019

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

41,896

 

 

$

48,242

 

Adjustments to reconcile net income to cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

26,308

 

 

 

25,459

 

Amortization of deferred financing costs

 

 

28

 

 

 

28

 

Loss on sale of property, plant & equipment

 

 

5

 

 

 

 

Share-based compensation

 

 

1,622

 

 

 

1,575

 

Accretion on environmental contingencies

 

 

112

 

 

 

134

 

Accretion on asset retirement obligations

 

 

245

 

 

 

232

 

Deferred income taxes

 

 

242

 

 

 

245

 

Other

 

 

28

 

 

 

5

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Receivables, less reserves

 

 

(18,875

)

 

 

(12,771

)

Inventories

 

 

1,783

 

 

 

1,195

 

Rental merchandise in service

 

 

(684

)

 

 

1,370

 

Prepaid expenses and other current assets and Other assets

 

 

(2,812

)

 

 

(2,074

)

Accounts payable

 

 

(3,127

)

 

 

(5,031

)

Accrued liabilities

 

 

2,876

 

 

 

(2,678

)

Prepaid and accrued income taxes

 

 

3,094

 

 

 

(3,497

)

Net cash provided by operating activities

 

 

52,741

 

 

 

52,434

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of businesses, net of cash acquired

 

 

(603

)

 

 

(39,286

)

Capital expenditures, including capitalization of software costs

 

 

(41,836

)

 

 

(28,975

)

Proceeds from sale of assets

 

 

15

 

 

 

61

 

Net cash used in investing activities

 

 

(42,424

)

 

 

(68,200

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from exercise of share-based awards

 

 

1

 

 

 

74

 

Taxes withheld and paid related to net share settlement of equity awards

 

 

(834

)

 

 

(1,570

)

Repurchase of Common Stock

 

 

(7,216

)

 

 

(9,973

)

Payment of cash dividends

 

 

(4,541

)

 

 

(2,056

)

Net cash used in financing activities

 

 

(12,590

)

 

 

(13,525

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes

 

 

445

 

 

 

538

 

 

 

 

 

 

 

 

 

 

Net decrease in cash, cash equivalents and short-term investments

 

 

(1,828

)

 

 

(28,753

)

Cash, cash equivalents and short-term investments at beginning of period

 

 

474,838

 

 

 

385,341

 

Cash, cash equivalents and short-term investments at end of period

 

$

473,010

 

 

$

356,588