false000071795400007179542023-03-292023-03-29

 

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): March 29, 2023

 

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 March 29, 2023, UniFirst Corporation (the “Company”) issued a press release (“Press Release”) announcing financial results for the second quarter of fiscal 2023, which ended on February 25, 2023. 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 March 29, 2023
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: March 29, 2023		By:	/s/ Steven S. Sintros
			Steven S. Sintros
			President and Chief Executive Officer
		By:	/s/ Shane O’Connor
			Shane O’Connor
			Executive Vice President and Chief Financial Officer

 

---

 

 

Exhibit 99

Investor Relations Contact

Shane O’Connor, Executive Vice President & CFO

UniFirst Corporation

978-658-8888

shane_oconnor@unifirst.com

 

 

 

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE SECOND QUARTER OF FISCAL 2023

Wilmington, MA – March 29, 2023 – UniFirst Corporation (NYSE: UNF) (the “Company,” “UniFirst” or “we”) today reported results for its second quarter ended February 25, 2023 as compared to the corresponding period in the prior fiscal year:

Q2 2023 Financial Highlights

 

The Company's financial results for the second quarter of fiscal 2023 and 2022 included approximately $9.1 million and $6.7 million, respectively, of costs directly attributable to its CRM, ERP and branding initiatives (the "Key Initiatives"). In addition, the Company incurred costs related to the acquisition of Clean Uniform during the second quarter of fiscal 2023 of approximately $2.0 million. The effect of these items on the second quarter of fiscal 2023 and 2022 combined to decrease:

 

Steven Sintros, UniFirst President and Chief Executive Officer, said, “We are pleased with our strong top line performance in the quarter which was partially fueled by our ongoing efforts to mitigate the cost pressures that we have been experiencing in our business. We are also pleased with the progress we are making advancing our technology and infrastructure initiatives. As always, I want to thank our over 14,000 Team Partners who continue to Always Deliver for each other and our customers as we strive towards our vision of being universally recognized as the best service provider in the industry.”

Segment Reporting Highlights

Core Laundry Operations

 

The costs incurred related to the Key Initiatives and Clean Uniform acquisition, discussed above, were recorded to the Core Laundry Operations' segment, and decreased the Core Laundry operating margin for the second quarters of fiscal 2023 and 2022 by 2.3% and 1.6%, respectively.

 

Excluding these costs, the segment's operating margin decreased primarily due to higher merchandise costs as a percentage of revenues as well as continued cost pressure from the inflationary environment, which were partially offset by lower healthcare and casualty claims expense as a percentage of revenues compared to prior year.

Specialty Garments

---

 

 

Balance Sheet and Capital Allocation

 

Acquisition of Clean Uniform

Mr. Sintros continued, “I am happy to announce that on March 13th we successfully closed on our previously announced purchase of Clean Uniform. Our purchase of Clean is consistent with our focus on making long-term investments to strengthen our business. Due to the strong leadership and service reputation that Clean brings, as well as the complexities of where we are in our technology transformation, we will be strategic and patient in the integration of the two businesses to minimize the impact and risk on Clean’s most valuable assets: its employees and its customers. Currently, the Clean Uniform business is operating at an EBITDA margin of approximately 10%, however, we will seek to more than double that performance by the end of the third full year following the acquisition.”

Our current assumptions regarding the impact of the Clean acquisition on our operating results for the year, the actual results of which will be recorded to our Core Laundry Operations, are as follows:

 

Financial Outlook

 

The Company now expects its revenues for fiscal 2023 to be between $2.210 billion and $2.220 billion. We further expect diluted earnings per share to be between $5.02 and $5.37. This outlook includes the estimated impact of the Clean acquisition, noted above, and further assumes:

 

 

Conference Call Information

UniFirst Corporation 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, operating margin 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 “guidance,” “outlook,” “estimates,” “anticipates,” “projects,” “plans,” “expects,” “intends,” “believes,” “seeks,” “could,” “should,” “may,” “will,” “strategy,” “objective,” “assume,” “strive,” “design,” “assumption,” “vision” 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 an economic recession or other adverse economic conditions, including, without limitation, as a result of continued high inflation rates or further increases in inflation or interest rates or extraordinary events or circumstances such as geopolitical conflicts like the conflict between Russia and Ukraine or 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, including Clean Uniform, and the performance of such 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 or the conflict between Russia and Ukraine, any loss of key management or other personnel, increased costs as a result of any changes in federal, state, international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding, or adverse impacts from continued high price levels of natural gas, electricity, fuel and labor or increases in such costs, 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 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 or additional Securities and Exchange Commission, New York Stock Exchange and accounting or other rules, including, without limitation, recent rules proposed by the Securities and Exchange Commission regarding climate-related and cybersecurity-related disclosures, 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, our ability to successfully remediate the material weakness in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the year ended August 27, 2022 and the other factors described under Part I, Item 1A. “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 27, 2022, Part II, Item 1A. “Risk Factors” and elsewhere in our subsequent 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 February 25, 2023				Thirteen weeks ended February 26, 2022				Twenty-six weeks ended February 25, 2023				Twenty-six weeks ended February 26, 2022
Revenues		$	542,691			$	486,696			$	1,084,489			$	972,860
Operating expenses:
Cost of revenues (1)			369,896				324,816				723,868				634,946
Selling and administrative expenses (1)			122,190				112,406				239,553				216,794
Depreciation and amortization			29,895				26,861				56,940				53,717
Total operating expenses			521,981				464,083				1,020,361				905,457
Operating income			20,710				22,613				64,128				67,403
Other (income) expense:
Interest income, net			(3,031	)			(751	)			(5,800	)			(1,399	)
Other expense, net			114				594				905				1,330
Total other income, net			(2,917	)			(157	)			(4,895	)			(69	)
Income before income taxes			23,627				22,770				69,023				67,472
Provision for income taxes			5,817				4,319				17,256				15,316
Net income		$	17,810			$	18,451			$	51,767			$	52,156
Income per share – Basic:
Common Stock		$	0.99			$	1.02			$	2.88			$	2.88
Class B Common Stock		$	0.79			$	0.81			$	2.31			$	2.30
Income per share – Diluted:
Common Stock		$	0.95			$	0.97			$	2.76			$	2.75
Income allocated to – Basic:
Common Stock		$	14,962			$	15,492			$	43,488			$	43,792
Class B Common Stock		$	2,848			$	2,959			$	8,279			$	8,364
Income allocated to – Diluted:
Common Stock		$	17,810			$	18,451			$	51,767			$	52,156
Weighted average shares outstanding – Basic:
Common Stock			15,087				15,210				15,084				15,225
Class B Common Stock			3,590				3,635				3,590				3,635
Weighted average shares outstanding – Diluted:
Common Stock			18,767				18,967				18,757				18,999

 

---

 

 

Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands)		February 25, 2023				August 27, 2022
Assets
Current assets:
Cash and cash equivalents		$	244,098			$	376,399
Short-term investments			101,000				—
Receivables, net			276,560				249,198
Inventories			150,907				151,459
Rental merchandise in service			232,543				219,392
Prepaid taxes			12,601				25,523
Prepaid expenses and other current assets			49,571				41,921
Total current assets			1,067,280				1,063,892
Property, plant and equipment, net			685,182				665,119
Goodwill			461,050				457,259
Customer contracts and other intangible assets, net			82,967				84,973
Deferred income taxes			511				498
Operating lease right-of-use assets, net			48,543				50,050
Other assets			108,787				106,181
Total assets		$	2,454,320			$	2,427,972
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	80,556			$	82,131
Accrued liabilities			137,108				146,808
Accrued taxes			—				1,204
Operating lease liabilities, current			14,472				13,602
Total current liabilities			232,136				243,745
Long-term liabilities:
Accrued liabilities			123,764				123,979
Accrued and deferred income taxes			107,697				106,307
Operating lease liabilities			35,635				38,070
Total liabilities			499,232				512,101
Shareholders’ equity:
Common Stock			1,510				1,508
Class B Common Stock			359				359
Capital surplus			94,861				93,131
Retained earnings			1,885,788				1,845,163
Accumulated other comprehensive loss			(27,430	)			(24,290	)
Total shareholders’ equity			1,955,088				1,915,871
Total liabilities and shareholders’ equity		$	2,454,320			$	2,427,972

 

 

 

---

 

 

Detail of Operating Results

(Unaudited)

 

 

		Thirteen weeks ended February 25, 2023													Thirteen weeks ended February 26, 2022
		Core Laundry			Specialty			First							Core Laundry			Specialty			First
		Operations			Garments			Aid			Total				Operations			Garments			Aid			Total
Revenues		$	477,050		$	42,127		$	23,514		$	542,691			$	433,056		$	35,538		$	18,102		$	486,696
Revenue Growth %			10.2	%		18.5	%		29.9	%		11.5	%
Operating Income (Loss) (1), (2)		$	13,642		$	8,045		$	(977	)	$	20,710			$	18,745		$	3,850		$	18		$	22,613
Operating Margin			2.9	%		19.1	%		-4.2	%		3.8	%			4.3	%		10.8	%		0.1	%		4.6	%

 

 

 

 

		Twenty-six weeks ended February 25, 2023													Twenty-six weeks ended February 26, 2022
		Core Laundry			Specialty			First							Core Laundry			Specialty			First
		Operations			Garments			Aid			Total				Operations			Garments			Aid			Total
Revenues		$	954,448		$	86,206		$	43,835		$	1,084,489			$	861,902		$	75,022		$	35,936		$	972,860
Revenue Growth %			10.7	%		14.9	%		22.0	%		11.5	%
Operating Income (Loss) (3), (4)		$	47,473		$	18,228		$	(1,573	)	$	64,128			$	55,252		$	12,479		$	(328	)	$	67,403
Operating Margin			5.0	%		21.1	%		-3.6	%		5.9	%			6.4	%		16.6	%		-0.9	%		6.9	%

 

 

 

 

 

---

 

 

Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)		Twenty-six weeks ended February 25, 2023				Twenty-six weeks ended February 26, 2022
Cash flows from operating activities:
Net income		$	51,767			$	52,156
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			56,940				53,717
Share-based compensation			4,533				4,961
Accretion on environmental contingencies			518				298
Accretion on asset retirement obligations			458				491
Deferred income taxes			1,080				1,733
Other			119				76
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves			(27,636	)			(27,855	)
Inventories			683				(17,189	)
Rental merchandise in service			(13,592	)			(13,317	)
Prepaid expenses and other current assets and Other assets			(13,516	)			(3,926	)
Accounts payable			(900	)			5,357
Accrued liabilities			(8,015	)			(16,928	)
Prepaid and accrued income taxes			11,730				5,319
Net cash provided by operating activities			64,169				44,893
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			(7,059	)			(42,325	)
Capital expenditures, including capitalization of software costs			(74,847	)			(60,178	)
Purchases of investments			(107,000	)			—
Maturities of investments			6,000				—
Proceeds from sale of assets			345				27
Net cash used in investing activities			(182,561	)			(102,476	)
Cash flows from financing activities:
Proceeds from exercise of share-based awards			3				3
Taxes withheld and paid related to net share settlement of equity awards			(2,802	)			(3,803	)
Repurchase of Common Stock			—				(14,766	)
Payment of cash dividends			(10,954	)			(9,976	)
Net cash used in financing activities			(13,753	)			(28,542	)
Effect of exchange rate changes			(156	)			(856	)
Net decrease in cash and cash equivalents			(132,301	)			(86,981	)
Cash and cash equivalents at beginning of period			376,399				512,868
Cash and cash equivalents at end of period		$	244,098			$	425,887

 

 

 

 

 

 

---