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)

October 19, 2016

 

 

UNIFIRST CORPORATION

(Exact Name of Registrant as Specified in 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

 

 

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:

 

 

[ ]	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))

  

  

Item 2.02.

Results of Operations and Financial Condition.

 

On October 19, 2016, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the fourth quarter and full year of fiscal 2016, which ended on August 27, 2016. A copy of the Press Release is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NO.	DESCRIPTION
99	Press release of the Company dated October 19, 2016

 

 

SIGNATURES

 

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

 

 

UNIFIRST CORPORATION

 

 

Date: October 19, 2016	By:	/s/ Ronald D. Croatti
	Name:	Ronald D. Croatti
	Title:	Chairman of the Board, Chief Executive Officer and President
	By:	/s/ Steven S. Sintros
	Name:	Steven S. Sintros
	Title:	Senior Vice President and Chief Financial Officer

 

 

EXHIBIT INDEX

 

 

EXHIBIT NO.	DESCRIPTION
99	Press release of the Company dated October 19, 2016

 

Exhibit 99

 

 

  

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE FOURTH QUARTER AND FULL YEAR OF FISCAL 2016

 

Wilmington, MA (October 19, 2016) -- UniFirst Corporation (NYSE: UNF) today announced results for its fourth quarter and full year ended August 27, 2016. Revenues for the quarter were $363.8 million, up 1.3% from $359.2 million in the same year ago period. Net income was $35.5 million ($1.74 per diluted share), compared to $28.9 million ($1.43 per diluted share) in the fourth quarter of fiscal 2015. Full year revenues were $1.468 billion, up 0.8% from fiscal 2015. Net income for the full year was $125.0 million ($6.17 per diluted share) compared to $124.3 million ($6.15 per diluted share) in the prior year.

 

These results include the positive effect of a settlement the Company entered into during the fourth quarter. The settlement related to environmental litigation and resulted in a $15.9 million gain that was recorded as a reduction of fourth quarter and full year selling and administrative expenses. Excluding the effect of this settlement, adjusted net income for the quarter was $25.8 million ($1.27 per diluted share), down 10.8% from a year ago. Full year adjusted net income was $115.3 million ($5.69 per diluted share) down 7.2% from net income in the prior fiscal year. (See reconciliation table for details)

 

The current quarter results also reflect a $3.5 million increase to the Company’s reserves for environmental contingencies. This charge, which is unrelated to the settlement discussed above, was also recorded in selling and administrative expense and decreased fourth quarter net income by $2.1 million ($0.11 per diluted share). By comparison, in the fourth quarter of fiscal 2015, the Company increased its reserves for environmental contingencies by $1.3 million, which reduced net income by $0.8 million ($0.04 per diluted share).

 

Ronald D. Croatti, UniFirst President and Chief Executive Officer said, “Our growth during the fourth quarter continued to be negatively affected by the loss of uniform wearers and customers in energy dependent markets in the United States and Canada. However, we are encouraged that the recent trend of wearer levels at our existing customers, although still negative, appears to be improving as we move into fiscal 2017. We continue to focus on matters within our control, such as providing high quality service to our broad customer base as well as selling prospective customers on the value of our products and services.”

 

Core Laundry revenues in the quarter were $331.7 million, up 1.6% from those reported in the prior year’s fourth quarter. Adjusting for the effect of acquisitions and a weaker Canadian dollar, revenues grew 1.1%. This segment’s operating income, adjusted to exclude the positive affect of the settlement discussed above (see reconciliation for details), was $38.3 million in the quarter, a 10.6% decrease from the prior year. Its adjusted operating margin was 11.6%, down from 13.1% for the same period in fiscal 2015. This decline was partially the result of the increase made to reserves for environmental contingencies discussed earlier. In addition, many of this segment’s expenses, including those related to its production facilities as well as selling and administrative efforts, were higher as a percentage of revenues than in the prior year. These items were partially offset by lower energy expenses during the quarter compared to a year ago.

 

 

Revenues and operating income in the quarter for the Specialty Garments segment, which consists of nuclear decontamination and cleanroom operations, declined 2.8% and 18.5%, respectively, compared to a year ago. This segment’s results can vary significantly from period to period due to seasonality and the timing of reactor outages and projects. For the full year, this segment produced solid results, with revenues and operating income growing 4.3% and 38.7%, respectively, over the same period a year ago.

 

UniFirst continues to maintain a strong balance sheet with no long-term debt and increasing cash balances. Net cash provided by operating activities for full year fiscal 2016 was $207.6 million and cash and equivalents at the end of fiscal 2016 totaled $363.8 million, up from $276.6 million at the end of fiscal 2015.

 

Outlook

Mr. Croatti continued, “At this time, we expect that our fiscal 2017 revenues will be between $1.550 billion and $1.565 billion and full year diluted EPS will be between $5.00 and $5.15. The projected decline in our earnings next year is primarily the result of the slower top line growth we have recently been experiencing coupled with increases in labor and labor related costs as well as the impact of other investments we continue to make in our Company. Our guidance assumes no significant further deterioration in our wearer base as a result of additional layoffs in energy dependent markets that we service.” This guidance includes the results of Arrow Uniform, the acquisition which was completed in September 2016. The Company expects this acquisition to add between $62 million and $65 million to its annual revenues and that it will be dilutive to fiscal 2017 earnings, partially due to non-cash purchase accounting charges.

 

Conference Call Information

UniFirst will hold a conference call today at 10:00 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 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 240 service locations, 300,000 customer locations, and 13,000 employee Team Partners, the company outfits nearly 2 million workers each business day. UniFirst is a publicly held company traded on the New York Stock Exchange under the symbol UNF and is a component of the Standard & Poor's 600 Small Cap Index. For more information, contact UniFirst at 800.455.7654 or visit www.unifirst.com.

 

 

Forward Looking Statements

This public announcement contains forward looking statements 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,” 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, our ability to maintain and grow Arrow’s customer base and enhance its operating margins, our ability to compete successfully without any significant degradation in our margin rates, uncertainties caused by the continuing adverse worldwide economic conditions and their impact on our customers’ businesses and workforce levels, 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, uncertainties regarding our ability to consummate and successfully integrate acquired businesses, our ability to preserve positive labor relationships and avoid becoming the target of corporate labor unionization campaigns that could disrupt our business, the continuing increase in domestic healthcare costs, including the ultimate impact of the Affordable Care Act, our retention of customers and renewal of customer contracts, uncertainties regarding the price levels of natural gas, electricity, fuel and labor, the negative effect on our business from sharply depressed oil prices, fluctuation on our revenue and net income from our specialty garments segment, the effect of currency fluctuations on our results of operations and financial condition, rampant criminal activity and instability in Mexico where our principal garment manufacturing plants are located, the impact on our goodwill and intangibles that might result from adverse financial and economic changes, our ability to properly and efficiently design, construct, implement and operate our new customer relationship management (“CRM”) computer system, interruptions or failures of our information technology systems, including as a result of cyber-attacks, failure to comply with other state and federal regulations that might result in penalties or costs, seasonal and quarterly fluctuations in business levels, any loss of key management or other personnel, our dependence on third parties to supply us with raw materials, increased costs as a result of any future changes in federal or state laws, rules and regulations or governmental interpretation of such laws, rules and regulations, demand and prices for our products and services, economic and other developments associated with the war on terrorism and its impact on the economy, general economic conditions and other factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended August 29, 2015 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 such statements are made.

 

 

UniFirst Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

		Thirteen weeks ended August 27,				Thirteen weeks ended August 29,				Fifty-two weeks ended August 27,				Fifty-two weeks ended August 29,
(In thousands, except per share data)		2016				2015				2016				2015
Revenues		$	363,766			$	359,208			$	1,468,046			$	1,456,605
Operating expenses:
Cost of revenues (1)			223,220				219,442				900,427				884,664
Selling and administrative expenses (1)			62,134				72,612				284,847				294,444
Depreciation and amortization			21,656				21,262				81,612				77,113
Total operating expenses			307,010				313,316				1,266,886				1,256,221
Income from operations			56,756				45,892				201,160				200,384
Other (income) expense:
Interest expense			277				225				927				873
Interest income			(912	)			(778	)			(3,470	)			(3,310	)
Foreign exchange loss			76				230				332				1,553
Total other income			(559	)			(323	)			(2,211	)			(884	)
Income before income taxes			57,315				46,215				203,371				201,268
Provision for income taxes			21,821				17,274				78,345				76,969
Net income		$	35,494			$	28,941			$	125,026			$	124,299
Income per share – Basic
Common Stock		$	1.84			$	1.51			$	6.51			$	6.50
Class B Common Stock		$	1.47			$	1.21			$	5.21			$	5.20
Income per share – Diluted
Common Stock		$	1.74			$	1.43			$	6.17			$	6.15
Income allocated to – Basic
Common Stock		$	28,097			$	23,011			$	99,282			$	98,665
Class B Common Stock		$	7,139			$	5,803			$	25,093			$	24,761
Income allocated to – Diluted
Common Stock		$	35,250			$	28,821			$	124,409			$	123,472
Weighted average number of shares outstanding – Basic
Common Stock			15,268				15,210				15,245				15,182
Class B Common Stock			4,850				4,795				4,816				4,763
Weighted average number of shares outstanding – Diluted
Common Stock			20,223				20,142				20,154				20,079

(1)

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

  

 

UniFirst Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

(In thousands)		August 27, 2016 (1)				August 29, 2015
Assets
Current assets:
Cash and cash equivalents		$	363,795			$	276,553
Receivables, net			156,578				151,851
Inventories			78,887				80,449
Rental merchandise in service			138,105				140,384
Prepaid and deferred income taxes			10,418				204
Prepaid expenses and other current assets			29,831				12,382
Total current assets			777,614				661,823
Property, plant and equipment, net			539,818				513,853
Goodwill			320,641				313,133
Customer contracts and other intangible assets, net			38,664				40,049
Deferred income taxes			97				1,475
Other assets			25,173				2,904
		$	1,702,007			$	1,533,237
Liabilities and shareholders' equity
Current liabilities:
Loans payable		$	—			$	1,385
Accounts payable			50,884				50,826
Accrued liabilities			100,782				113,022
Accrued and deferred income taxes			969				18,878
Total current liabilities			152,635				184,111
Long-term liabilities:
Accrued liabilities			104,921				54,566
Accrued and deferred income taxes			79,670				52,352
Total long-term liabilities			184,591				106,918
Shareholders' equity:
Common Stock			1,542				1,525
Class B Common Stock			485				485
Capital surplus			72,561				67,611
Retained earnings			1,319,142				1,197,000
Accumulated other comprehensive (loss) income			(28,949	)			(24,413	)
Total shareholders' equity			1,364,781				1,242,208
		$	1,702,007			$	1,533,237

 

 

(1)

In the second fiscal quarter of 2016, the Company adopted updated accounting guidance on the presentation of deferred income taxes. This adoption required that deferred tax liabilities and assets be classified as noncurrent in the Consolidated Balance Sheet. The Company elected to account for this change in presentation prospectively and prior periods were not retroactively adjusted.

  

 

UniFirst Corporation and Subsidiaries

Detail of Operating Results

(Unaudited)

 

Revenues

 

		Thirteen weeks ended August 27,				Thirteen weeks ended August 29,				Dollar				Percent
(In thousands, except percentages)		2016				2015				Change				Change
Core Laundry Operations		$	331,749			$	326,643			$	5,106				1.6	%
Specialty Garments			19,955				20,522				(567	)			-2.8
First Aid			12,062				12,043				19				0.2
Consolidated total		$	363,766			$	359,208			$	4,558				1.3	%

 

		Fifty-two weeks ended August 27,				Fifty-two weeks ended August 29,				Dollar				Percent
(In thousands, except percentages)		2016				2015				Change				Change
Core Laundry Operations		$	1,329,375			$	1,322,328			$	7,047				0.5	%
Specialty Garments			91,257				87,513				3,744				4.3
First Aid			47,414				46,764				650				1.4
Consolidated total		$	1,468,046			$	1,456,605			$	11,441				0.8	%

 

 

Income from Operations

 

		Thirteen weeks ended August 27,				Thirteen weeks ended August 29,				Dollar				Percent
(In thousands, except percentages)		2016				2015				Change				Change
Core Laundry Operations		$	54,189			$	42,855			$	11,334				26.5	%
Specialty Garments			1,213				1,490				(277	)			-18.5
First Aid			1,354				1,547				(193	)			-12.5
Consolidated total		$	56,756			$	45,892			$	10,864				23.7	%

 

		Fifty-two weeks ended August 27,				Fifty-two weeks ended August 29,				Dollar				Percent
(In thousands, except percentages)		2016				2015				Change				Change
Core Laundry Operations		$	186,074			$	187,586			$	(1,512	)			-0.8	%
Specialty Garments			10,204				7,355				2,849				38.7
First Aid			4,882				5,443				(561	)			-10.3
Consolidated total		$	201,160			$	200,384			$	776				0.4	%

  

 

UniFirst Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

 

(In thousands)		Fifty-two weeks ended August 27, 2016				Fifty-two weeks ended August 29, 2015
Cash flows from operating activities:
Net income		$	125,026			$	124,299
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation			72,983				68,164
Amortization of intangible assets			8,629				8,949
Amortization of deferred financing costs			184				209
Share-based compensation			5,628				5,366
Accretion on environmental contingencies			669				603
Accretion on asset retirement obligations			826				690
Deferred income taxes			9,899				(3,473	)
Changes in assets and liabilities, net of acquisitions:
Receivables			(3,949	)			(3,494	)
Inventories			1,467				(2,236	)
Rental merchandise in service			3,945				4,900
Prepaid expenses and other current assets and Other assets			(38,443	)			(4,005	)
Accounts payable			49				(7,648	)
Accrued liabilities			31,954				17,832
Prepaid and accrued income taxes			(11,231	)			16,761
Net cash provided by operating activities			207,636				226,917
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			(16,583	)			(22,359	)
Capital expenditures			(98,235	)			(101,163	)
Other			149				(747	)
Net cash used in investing activities			(114,669	)			(124,269	)
Cash flows from financing activities:
Proceeds from loans payable and long-term debt			—				6,866
Payments on loans payable and long-term debt			(1,301	)			(13,055	)
Payment of deferred financing costs			(813	)			—
Proceeds from exercise of Common Stock options, including excess tax benefits			5,313				7,799
Taxes withheld and paid related to net share settlement of equity awards			(5,965	)			(5,002	)
Payment of cash dividends			(2,878	)			(2,869	)
Net cash used in financing activities			(5,644	)			(6,261	)
Effect of exchange rate changes on cash			(81	)			(11,603	)
Net increase in cash and cash equivalents			87,242				84,784
Cash and cash equivalents at beginning of period			276,553				191,769
Cash and cash equivalents at end of period		$	363,795			$	276,553

 

 

UniFirst Corporation and Subsidiaries

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 these consolidated financial results, management believes that certain non-GAAP operating results provide a more meaningful measure on which to compare the Company’s results of operations for the periods presented. The Company believes these non-GAAP results provide useful information regarding the Company’s performance to both management and investors by excluding certain non-recurring amounts that impact the comparability of the results. A reconciliation of consolidated operating income, net income and earnings per diluted share on a GAAP basis to adjusted earnings per diluted share on a non-GAAP basis is presented in the following tables. In addition, Core Laundry Operations operating income and operating margin on a GAAP basis to adjusted operating income and adjusted operating margin on a non-GAAP basis are presented in the following tables.

 

		Thirteen weeks ended August 27, 2016
		Consolidated																Core Laundry Operations
(In thousands, except percentages)		Revenue				Operating Income				Net Income				Diluted EPS				Revenue				Operating Income				Operating Margin
As reported		$	363,766			$	56,756			$	35,494			$	1.74			$	331,749			$	54,189				16.3	%
Settlement of environmental litigation			—				(15,861	)			(9,691	)			(0.48	)			—				(15,861	)			-4.8
As adjusted		$	363,766			$	40,895			$	25,803			$	1.27			$	331,749			$	38,328				11.6	%

 

 

		Fifty-two weeks ended August 27, 2016
		Consolidated																Core Laundry Operations
(In thousands, except percentages)		Revenue				Operating Income				Net Income				Diluted EPS				Revenue				Operating Income				Operating Margin
As reported		$	1,468,046			$	201,160			$	125,026			$	6.17			$	1,329,375			$	186,074				14.0	%
Settlement of environmental litigation			—				(15,861	)			(9,691	)			(0.48	)			—				(15,861	)			-1.2
As adjusted		$	1,468,046			$	185,299			$	115,335			$	5.69			$	1,329,375			$	170,213				12.8	%

 

 

These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, GAAP and may be different from non-GAAP measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.