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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 27, 2024

 

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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On March 27, 2024, UniFirst Corporation (the “Company”) issued a press release (“Press Release”) announcing financial results for the second quarter of fiscal 2024, which ended on February 24, 2024. 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 27, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 27, 2024		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

 

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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 2024

Wilmington, MA – March 27, 2024 – UniFirst Corporation (NYSE: UNF) (the “Company,” “UniFirst” or “we”) today reported results for its second quarter ended February 24, 2024 as compared to the corresponding period in the prior fiscal year:

Q2 2024 Financial Highlights

 

The Company's financial results for the second quarter of fiscal 2024 and 2023 included approximately $3.2 million and $9.1 million, respectively, of costs directly attributable to its customer relationship management (“CRM”) computer system, enterprise resource planning (“ERP”) system 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 2024 and 2023 combined to decrease:

 

Steven Sintros, UniFirst President and Chief Executive Officer, said, “We are pleased with the results from our second quarter which met our expectations and delivered solid growth in revenues, EBITDA and cash flows from operating activities. I want to sincerely thank all our 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. …all while living our Mission of Serving the People Who do the Hard Work.”

Segment Reporting Highlights

Core Laundry Operations

 

 

The costs we incurred related to the Key Initiatives, discussed above, were recorded to the Core Laundry Operations' segment, and decreased both the Core Laundry Operations' operating and EBITDA margin for the second quarters of fiscal 2024 and 2023 by 0.6% and 2.3%, respectively.

 

The segment's operating and EBITDA margin comparisons were also impacted by additional reserves we recorded related to our legacy environmental sites and investments that we have made over the last year in our corporate capabilities, which were partially offset by lower energy costs as a percentage of revenues. Further impacting the segment’s operating margin was elevated non-cash acquisition-related intangibles amortization resulting from the Company's acquisition of Clean Uniform in March 2023.

 

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Specialty Garments

 

Balance Sheet and Capital Allocation

 

Financial Outlook

 

Mr. Sintros continued, “At this time, we continue to expect our revenues for fiscal 2024 to be between $2.415 billion and $2.425 billion and fully diluted earnings per share to be between $6.80 and $7.16.” Our guidance for fiscal 2024 continues to include one extra week of operations compared to fiscal 2023 due to the timing of our fiscal quarter, and 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, facility service products, as well as first aid and safety supplies and services. Together with its subsidiaries, the Company also manages specialized garment programs for the cleanroom and nuclear industries. In addition to partnering with leading brands, UniFirst manufactures its own branded workwear, protective clothing, and floorcare products at its five company-owned ISO-9001-certified manufacturing facilities. With more than 270 service locations, over 300,000 customer locations, and 16,000-plus employee Team Partners, the Company outfits more than 2 million workers every day. For more information, contact UniFirst at 888.296.2740 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

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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, disruption in the Middle East 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 acquisitions 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 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, the continuing increase in domestic healthcare costs, increased workers' compensation claim costs, increased healthcare claim costs, 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, 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 (the “SEC”), New York Stock Exchange and accounting or other rules, including, without limitation, recent rules adopted by the SEC regarding climate-related and cybersecurity-related disclosures, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, the impact of foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and financial condition, 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 26, 2023 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 26, 2023, Part II, Item 1A. “Risk Factors” and elsewhere in our subsequent Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

 

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Consolidated Statements of Income

(Unaudited)

 

		Thirteen Weeks Ended								Twenty-Six Weeks Ended
(In thousands, except per share data)		February 24, 2024				February 25, 2023				February 24, 2024				February 25, 2023
Revenues		$	590,711			$	542,691			$	1,184,236			$	1,084,489
Operating expenses:
Cost of revenues (1)			396,191				369,896				779,987				723,868
Selling and administrative expenses (1)			131,417				122,190				254,276				239,553
Depreciation and amortization			35,160				29,895				68,893				56,940
Total operating expenses			562,768				521,981				1,103,156				1,020,361
Operating income			27,943				20,710				81,080				64,128
Other expense (income):
Interest income, net			(350	)			(3,031	)			(3,184	)			(5,800	)
Other expense, net			575				114				1,291				905
Total other expense (income), net			225				(2,917	)			(1,893	)			(4,895	)
Income before income taxes			27,718				23,627				82,973				69,023
Provision for income taxes			7,261				5,817				20,191				17,256
Net income		$	20,457			$	17,810			$	62,782			$	51,767
Income per share – Basic:
Common Stock		$	1.14			$	0.99			$	3.49			$	2.88
Class B Common Stock		$	0.91			$	0.79			$	2.79			$	2.31
Income per share – Diluted:
Common Stock		$	1.09			$	0.95			$	3.35			$	2.76
Income allocated to – Basic:
Common Stock		$	17,188			$	14,962			$	52,754			$	43,488
Class B Common Stock		$	3,269			$	2,848			$	10,028			$	8,279
Income allocated to – Diluted:
Common Stock		$	20,457			$	17,810			$	62,782			$	51,767
Weighted average shares outstanding – Basic:
Common Stock			15,106				15,087				15,110				15,084
Class B Common Stock			3,590				3,590				3,590				3,590
Weighted average shares outstanding – Diluted:
Common Stock			18,754				18,767				18,758				18,757

 

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Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands)		February 24, 2024				August 26, 2023
Assets
Current assets:
Cash and cash equivalents		$	90,538			$	79,443
Short-term investments			11,392				10,157
Receivables, net			291,784				279,078
Inventories			158,279				148,334
Rental merchandise in service			241,340				248,323
Prepaid taxes			9,563				20,907
Prepaid expenses and other current assets			61,582				53,876
Total current assets			864,478				840,118
Property, plant and equipment, net			772,223				756,540
Goodwill			648,829				647,900
Customer contracts and other intangible assets, net			132,478				145,618
Deferred income taxes			617				567
Operating lease right-of-use assets, net			69,726				62,565
Other assets			132,602				116,667
Total assets		$	2,620,953			$	2,569,975
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	86,318			$	92,730
Accrued liabilities			158,478				156,408
Accrued taxes			—				352
Operating lease liabilities, current			18,068				17,739
Total current liabilities			262,864				267,229
Long-term liabilities:
Accrued liabilities			123,446				121,682
Accrued and deferred income taxes			131,248				130,084
Operating lease liabilities			53,710				47,020
Total liabilities			571,268				566,015
Shareholders’ equity:
Common Stock			1,509				1,510
Class B Common Stock			359				359
Capital surplus			101,197				99,303
Retained earnings			1,969,659				1,926,549
Accumulated other comprehensive loss			(23,039	)			(23,761	)
Total shareholders’ equity			2,049,685				2,003,960
Total liabilities and shareholders’ equity		$	2,620,953			$	2,569,975

 

 

 

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Detail of Operating Results

(Unaudited)

 

		Thirteen Weeks Ended February 24, 2024													Thirteen Weeks Ended February 25, 2023
		Core Laundry			Specialty			First							Core Laundry			Specialty			First
(In thousands, except percentages)		Operations			Garments			Aid			Total				Operations			Garments			Aid			Total
Revenues		$	522,420		$	43,462		$	24,829		$	590,711			$	477,050		$	42,127		$	23,514		$	542,691
Revenue Growth %			9.5	%		3.2	%		5.6	%		8.8	%
Operating Income (Loss) (1), (2)		$	19,046		$	9,901		$	(1,004	)	$	27,943			$	13,642		$	8,045		$	(977	)	$	20,710
Operating Margin			3.6	%		22.8	%		-4.0	%		4.7	%			2.9	%		19.1	%		-4.2	%		3.8	%
EBITDA (1), (2)		$	51,646		$	10,922		$	(40	)	$	62,528			$	41,507		$	9,097		$	(113	)	$	50,491
EBITDA Margin			9.9	%		25.1	%		-0.2	%		10.6	%			8.7	%		21.6	%		-0.5	%		9.3	%

 

 

		Twenty-Six Weeks Ended February 24, 2024													Twenty-Six Weeks Ended February 25, 2023
		Core Laundry			Specialty			First							Core Laundry			Specialty			First
(In thousands, except percentages)		Operations			Garments			Aid			Total				Operations			Garments			Aid			Total
Revenues		$	1,046,409		$	88,131		$	49,696		$	1,184,236			$	954,448		$	86,206		$	43,835		$	1,084,489
Revenue Growth %			9.6	%		2.2	%		13.4	%		9.2	%
Operating Income (Loss) (3), (4)		$	61,137		$	22,018		$	(2,075	)	$	81,080			$	47,473		$	18,228		$	(1,573	)	$	64,128
Operating Margin			5.8	%		25.0	%		-4.2	%		6.8	%			5.0	%		21.1	%		-3.6	%		5.9	%
EBITDA (3), (4)		$	124,966		$	24,070		$	(354	)	$	148,682			$	99,942		$	20,268		$	(47	)	$	120,163
EBITDA Margin			11.9	%		27.3	%		-0.7	%		12.6	%			10.5	%		23.5	%		-0.1	%		11.1	%

 

 

 

 

 

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Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)		February 24, 2024				February 25, 2023
Cash flows from operating activities:
Net income		$	62,782			$	51,767
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization (1)			68,893				56,940
Share-based compensation			4,842				4,533
Accretion on environmental contingencies			632				518
Accretion on asset retirement obligations			467				458
Deferred income taxes			897				1,080
Other			963				119
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves			(12,574	)			(27,636	)
Inventories			(9,935	)			683
Rental merchandise in service			7,127				(13,592	)
Prepaid expenses and other current assets and Other assets			(14,036	)			(4,459	)
Accounts payable			(8,035	)			(900	)
Accrued liabilities			(6,205	)			(17,072	)
Prepaid and accrued income taxes			10,907				11,730
Net cash provided by operating activities			106,725				64,169
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			—				(7,059	)
Capital expenditures, including capitalization of software costs			(72,902	)			(74,847	)
Purchases of investments			(11,394	)			(107,000	)
Maturities of investments			10,217				6,000
Proceeds from sale of assets			632				345
Net cash used in investing activities			(73,447	)			(182,561	)
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			(2,638	)			(2,802	)
Repurchase of Common Stock			(8,119	)			—
Payment of cash dividends			(11,512	)			(10,954	)
Net cash used in financing activities			(22,266	)			(13,753	)
Effect of exchange rate changes			83				(156	)
Net increase (decrease) in cash and cash equivalents			11,095				(132,301	)
Cash and cash equivalents at beginning of period			79,443				376,399
Cash and cash equivalents at end of period		$	90,538			$	244,098

 

 

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Reconciliation of GAAP to Non-GAAP Financial Measures

 

The Company reports its consolidated financial results in accordance with generally accepted accounting principles (“GAAP”). To supplement the Company's consolidated financial results in this press release, the Company also presents EBITDA and EBITDA margin, which are non-GAAP financial measures. The Company defines EBITDA as net income before interest, income taxes, depreciation and amortization. EBITDA margin is defined as EBITDA for a period divided by revenue for the same period.

 

The Company believes these non-GAAP financial measures provide useful supplemental information regarding the performance of the Company and its segments to both management and investors. These non-GAAP financial measures exclude certain items that may impact the comparability of the Company's results. In addition, by excluding certain items, these non-GAAP financial measures enable management and investors to further evaluate the underlying operating performance of the Company.

 

Supplemental reconciliations of the Company's consolidated net income on a GAAP basis to EBITDA and EBITDA margin, which are non-GAAP financial measures, are presented in the following tables. Investors are encouraged to review the reconciliations of the non-GAAP financial measures to their most directly comparable GAAP financial measures, which are provided below. EBITDA and EBITDA margin should be considered in addition to, and not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

 

The Company does not allocate its provision for income taxes to its business segments and as a result, presents it in a separate column in the following tables.

	Thirteen Weeks Ended February 24, 2024
		Core Laundry				Specialty				First
(In thousands, except percentages)		Operations				Garments				Aid				Other				Total
Revenue		$	522,420			$	43,462			$	24,829			$	—			$	590,711
Net income		$	18,821			$	9,901			$	(1,004	)		$	(7,261	)		$	20,457
Provision for income taxes			—				—				—				7,261				7,261
Interest income, net			(350	)			—				—				—				(350	)
Depreciation and amortization			33,175				1,021				964				—				35,160
EBITDA		$	51,646			$	10,922			$	(40	)		$	—			$	62,528
EBITDA Margin			9.9	%			25.1	%			-0.2	%							10.6	%

 

	Thirteen Weeks Ended February 25, 2023
		Core Laundry				Specialty				First
(In thousands, except percentages)		Operations				Garments				Aid				Other				Total
Revenue		$	477,050			$	42,127			$	23,514			$	—			$	542,691
Net income		$	16,559			$	8,045			$	(977	)		$	(5,817	)		$	17,810
Provision for income taxes			—				—				—				5,817				5,817
Interest income, net			(3,031	)			—				—				—				(3,031	)
Depreciation and amortization			27,979				1,052				864				—				29,895
EBITDA		$	41,507			$	9,097			$	(113	)		$	—			$	50,491
EBITDA Margin			8.7	%			21.6	%			-0.5	%							9.3	%

 

	Twenty-Six Weeks Ended February 24, 2024
		Core Laundry				Specialty				First
(In thousands, except percentages)		Operations				Garments				Aid				Other				Total
Revenue		$	1,046,409			$	88,131			$	49,696			$	—			$	1,184,236
Net income		$	63,030			$	22,018			$	(2,075	)		$	(20,191	)		$	62,782
Provision for income taxes			—				—				—				20,191				20,191
Interest income, net			(3,184	)			—				—				—				(3,184	)
Depreciation and amortization			65,120				2,052				1,721				—				68,893
EBITDA		$	124,966			$	24,070			$	(354	)		$	—			$	148,682
EBITDA Margin			11.9	%			27.3	%			-0.7	%							12.6	%

 

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	Twenty-Six Weeks Ended February 25, 2023
		Core Laundry				Specialty				First
(In thousands, except percentages)		Operations				Garments				Aid				Other				Total
Revenue		$	954,448			$	86,206			$	43,835			$	—			$	1,084,489
Net income		$	52,368			$	18,228			$	(1,573	)		$	(17,256	)		$	51,767
Provision for income taxes			—				—				—				17,256				17,256
Interest income, net			(5,800	)			—				—				—				(5,800	)
Depreciation and amortization			53,374				2,040				1,526				—				56,940
EBITDA		$	99,942			$	20,268			$	(47	)		$	—			$	120,163
EBITDA Margin			10.5	%			23.5	%			-0.1	%							11.1	%

 

Supplemental reconciliations of the Company’s fiscal 2024 financial outlook for consolidated net income on a GAAP basis to EBITDA and EBITDA margin, which are non-GAAP financial measures, are presented in the following table. In addition, supplemental reconciliations of the fiscal 2024 financial outlook for segments’ net income on a GAAP basis to segments’ EBITDA and EBITDA margin, which are non-GAAP financial measures, are also presented in the following table.

 

Investors are encouraged to review the reconciliations of the outlook for these non-GAAP measures to the outlook for their most directly comparable GAAP financial measures, which are provided below. The Company’s outlook contains forward-looking statements and information. Actual results may differ materially. See “Forward-Looking Statements Disclosure.”

 

		Fifty-three Weeks Ended August 31, 2024 (1)
										Specialty Garments,
						Core Laundry				First Aid, and
(In thousands, except percentages)		Consolidated				Operations				Other
Revenue		$	2,420,000			$	2,138,000			$	282,000
Net income		$	132,300			$	141,400			$	(9,100	)
Provision for income taxes			44,100				—				44,100
Interest income, net			(4,000	)			(4,000	)			—
Depreciation and amortization			140,700				133,000				7,700
EBITDA		$	313,100			$	270,400			$	42,700
EBITDA Margin			12.9	%			12.6	%			15.1	%

 

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