SEC Form 10-Q filed by Unifirst Corporation

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United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 25, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-08504

 

 

 

UNIFIRST CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2103460
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
68 Jonspin Road, Wilmington, MA	01887
(Address of Principal Executive Offices)	(Zip Code)

(978) 658-8888

(Registrant’s Telephone Number, Including Area Code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

The number of outstanding shares of UniFirst Corporation Common Stock and Class B Common Stock as of June 28, 2024 were 15,022,850 and 3,590,295, respectively.

 

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UniFirst Corporation

Quarterly Report on Form 10-Q

For the Thirteen and Thirty-Nine Weeks Ended May 25, 2024

Table of Contents

Part I – FINANCIAL INFORMATION	3
Item 1 – Financial Statements (unaudited)	3
Consolidated Statements of Income for the Thirteen and Thirty-Nine Weeks ended May 25, 2024 and May 27, 2023	3
Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks ended May 25, 2024 and May 27, 2023	4
Consolidated Balance Sheets as of May 25, 2024 and August 26, 2023	5
Consolidated Statements of Shareholders’ Equity for the Thirteen and Thirty-Nine Weeks ended May 25, 2024 and May 27, 2023	6
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks ended May 25, 2024 and May 27, 2023	7
Notes to Consolidated Financial Statements	8
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	37
Item 4 – Controls and Procedures	38
Part II – OTHER INFORMATION	39
Item 1 – Legal Proceedings	39
Item 1A – Risk Factors	39
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3 – Defaults Upon Senior Securities	39
Item 4 – Mine Safety Disclosures	39
Item 5 – Other Information	40
Item 6 – Exhibits	41
Signatures	42
Certifications
Ex-31.1 Section 302 Certification of CEO
Ex-31.2 Section 302 Certification of CFO
Ex-32.1 Section 906 Certification of CEO
Ex-32.2 Section 906 Certification of CFO

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Consolidated Statements of Income

UniFirst Corporation and Subsidiaries

(Unaudited)

 

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
(In thousands, except per share data)		May 25, 2024				May 27, 2023				May 25, 2024				May 27, 2023
Revenues		$	603,328			$	576,668			$	1,787,564			$	1,661,157
Operating expenses:
Cost of revenues (1)			391,244				379,419				1,171,231				1,103,287
Selling and administrative expenses (1)			129,074				132,677				383,350				372,230
Depreciation and amortization			34,560				31,175				103,453				88,115
Total operating expenses			554,878				543,271				1,658,034				1,563,632
Operating income			48,450				33,397				129,530				97,525
Other (income) expense:
Interest income, net			(1,406	)			(553	)			(4,590	)			(6,353	)
Other expense, net			522				621				1,813				1,526
Total other (income) expense, net			(884	)			68				(2,777	)			(4,827	)
Income before income taxes			49,334				33,329				132,307				102,352
Provision for income taxes			11,277				9,053				31,468				26,309
Net income		$	38,057			$	24,276			$	100,839			$	76,043
Income per share – Basic:
Common Stock		$	2.12			$	1.35			$	5.61			$	4.23
Class B Common Stock		$	1.70			$	1.08			$	4.49			$	3.39
Income per share – Diluted:
Common Stock		$	2.03			$	1.29			$	5.38			$	4.06
Income allocated to – Basic:
Common Stock		$	31,962			$	20,394			$	84,716			$	63,882
Class B Common Stock		$	6,095			$	3,882			$	16,123			$	12,161
Income allocated to – Diluted:
Common Stock		$	38,057			$	24,276			$	100,839			$	76,043
Weighted average shares outstanding – Basic:
Common Stock			15,062				15,087				15,094				15,084
Class B Common Stock			3,590				3,590				3,590				3,590
Weighted average shares outstanding – Diluted:
Common Stock			18,705				18,748				18,738				18,751

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Comprehensive Income

UniFirst Corporation and Subsidiaries

(Unaudited)

 

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
(In thousands)		May 25, 2024				May 27, 2023				May 25, 2024				May 27, 2023
Net income		$	38,057			$	24,276			$	100,839			$	76,043
Other comprehensive (loss) income:
Foreign currency translation adjustments			(598	)			762				170				(2,489	)
Change in fair value of derivatives, net of income taxes			6				6				(40	)			117
Other comprehensive (loss) income			(592	)			768				130				(2,372	)
Comprehensive income		$	37,465			$	25,044			$	100,969			$	73,671

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Consolidated Balance Sheets

UniFirst Corporation and Subsidiaries

(Unaudited)

(In thousands, except share and par value data)		May 25, 2024				August 26, 2023
Assets
Current assets:
Cash and cash equivalents		$	112,246			$	79,443
Short-term investments			13,186				10,157
Receivables, less reserves of $23,370 and $17,185			284,363				279,078
Inventories			161,487				148,334
Rental merchandise in service			242,971				248,323
Prepaid taxes			13,679				20,907
Prepaid expenses and other current assets			56,457				53,876
Total current assets			884,389				840,118
Property, plant and equipment, net			790,031				756,540
Goodwill			648,795				647,900
Customer contracts, net			90,386				103,452
Other intangible assets, net			35,491				42,166
Deferred income taxes			729				567
Operating lease right-of-use assets, net			66,702				62,565
Other assets			134,895				116,667
Total assets		$	2,651,418			$	2,569,975
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	86,273			$	92,730
Accrued liabilities			165,386				156,408
Accrued taxes			—				352
Operating lease liabilities, current			18,160				17,739
Total current liabilities			269,819				267,229
Accrued liabilities			124,361				121,682
Accrued and deferred income taxes			130,954				130,084
Operating lease liabilities			50,676				47,020
Total liabilities			575,810				566,015
Commitments and contingencies (Note 12)
Shareholders’ equity:
Preferred Stock, $1.00 par value; 2,000,000 shares authorized; no shares issued and   outstanding			—				—
Common Stock, $0.10 par value; 30,000,000 shares authorized; 15,040,462 and   15,104,317 shares issued and outstanding as of May 25, 2024 and   August 26, 2023, respectively			1,504				1,510
Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 3,590,295 and   3,590,295 shares issued and outstanding as of May 25, 2024 and August 26, 2023,   respectively			359				359
Capital surplus			103,097				99,303
Retained earnings			1,994,279				1,926,549
Accumulated other comprehensive loss			(23,631	)			(23,761	)
Total shareholders’ equity			2,075,608				2,003,960
Total liabilities and shareholders’ equity		$	2,651,418			$	2,569,975

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements

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Consolidated Statements of Shareholders’ Equity

UniFirst Corporation and Subsidiaries

(Unaudited)

 

(In thousands)		Common Shares				Class B Common Shares				Common Stock				Class B Common Stock				Capital Surplus				Retained Earnings				Accumulated Other Comprehensive Loss				Total Equity
Balance as of August 27, 2022			15,075				3,590			$	1,508			$	359			$	93,131			$	1,845,163			$	(24,290	)		$	1,915,871
Net income			—				—				—				—				—				33,957				—				33,957
Change in fair value of derivatives (1)			—				—				—				—				—				—				52				52
Foreign currency translation			—				—				—				—				—				—				(1,778	)			(1,778	)
Dividends declared Common Stock    ($0.31 per share)			—				—				—				—				—				(4,680	)			—				(4,680	)
Dividends declared Class B Common Stock    ($0.248 per share)			—				—				—				—				—				(890	)			—				(890	)
Share-based compensation, net (2)			—				—				—				—				(567	)			—				—				(567	)
Share-based awards exercised, net (1)			20				—				1				—				—				—				—				1
Balance as of November 26, 2022			15,095				3,590			$	1,509			$	359			$	92,564			$	1,873,550			$	(26,016	)		$	1,941,966
Net income			—				—				—				—				—				17,810				—				17,810
Change in fair value of derivatives (1)			—				—				—				—				—				—				59				59
Foreign currency translation			—				—				—				—				—				—				(1,473	)			(1,473	)
Dividends declared Common Stock    ($0.31 per share)			—				—				—				—				—				(4,682	)			—				(4,682	)
Dividends declared Class B Common Stock    ($0.248 per share)			—				—				—				—				—				(890	)			—				(890	)
Share-based compensation, net (2)			—				—				—				—				2,297				—				—				2,297
Share-based awards exercised, net (1)			8				—				1				—				—				—				—				1
Balance as of February 25, 2023			15,103				3,590			$	1,510			$	359			$	94,861			$	1,885,788			$	(27,430	)		$	1,955,088
Net income			—				—				—				—				—				24,276				—				24,276
Change in fair value of derivatives (1)			—				—				—				—				—				—				6				6
Foreign currency translation			—				—				—				—				—				—				762				762
Dividends declared Common Stock    ($0.31 per share)			—				—				—				—				—				(4,684	)			—				(4,684	)
Dividends declared Class B Common Stock    ($0.248 per share)			—				—				—				—				—				(890	)			—				(890	)
Share-based compensation, net (2)			—				—				—				—				2,293				—				—				2,293
Balance as of May 27, 2023			15,103				3,590			$	1,510			$	359			$	97,154			$	1,904,490			$	(26,662	)		$	1,976,851

 

(In thousands)		Common Shares				Class B Common Shares				Common Stock				Class B Common Stock				Capital Surplus				Retained Earnings				Accumulated Other Comprehensive Loss				Total Equity
Balance as of August 26, 2023			15,104				3,590			$	1,510			$	359			$	99,303			$	1,926,549			$	(23,761	)		$	2,003,960
Net income			—				—				—				—				—				42,325				—				42,325
Change in fair value of derivatives (1)			—				—				—				—				—				—				(12	)			(12	)
Foreign currency translation			—				—				—				—				—				—				(151	)			(151	)
Dividends declared Common Stock    ($0.33 per share)			—				—				—				—				—				(4,993	)			—				(4,993	)
Dividends declared Class B Common Stock    ($0.264 per share)			—				—				—				—				—				(948	)			—				(948	)
Repurchase of Common Stock			(2	)			—				—				—				(10	)			(245	)			—				(255	)
Share-based compensation, net (2)			—				—				—				—				244				—				—				244
Share-based awards exercised, net (1)			26				—				3				—				—				—				—				3
Balance as of November 25, 2023			15,128				3,590			$	1,513			$	359			$	99,537			$	1,962,688			$	(23,924	)		$	2,040,173
Net income			—				—				—				—				—				20,457				—				20,457
Change in fair value of derivatives (1)			—				—				—				—				—				—				(34	)			(34	)
Foreign currency translation			—				—				—				—				—				—				919				919
Dividends declared Common Stock    ($0.33 per share)			—				—				—				—				—				(4,976	)			—				(4,976	)
Dividends declared Class B Common Stock    ($0.264 per share)			—				—				—				—				—				(948	)			—				(948	)
Repurchase of Common Stock			(45	)			—				(4	)			—				(298	)			(7,562	)			—				(7,864	)
Share-based compensation, net (2)			—				—				—				—				1,958				—				—				1,958
Share-based awards exercised, net (1)			4				—				—				—				—				—				—				—
Balance as of February 24, 2024			15,087				3,590			$	1,509			$	359			$	101,197			$	1,969,659			$	(23,039	)		$	2,049,685
Net income			—				—				—				—				—				38,057				—				38,057
Change in fair value of derivatives			—				—				—				—				—				—				6				6
Foreign currency translation			—				—				—				—				—				—				(598	)			(598	)
Dividends declared Common Stock    ($0.33 per share)			—				—				—				—				—				(4,961	)			—				(4,961	)
Dividends declared Class B Common Stock    ($0.264 per share)			—				—				—				—				—				(948	)			—				(948	)
Repurchase of Common Stock			(47	)			—				(5	)			—				(311	)			(7,528	)			—				(7,844	)
Share-based compensation, net (2)			—				—				—				—				2,211				—				—				2,211
Balance as of May 25, 2024			15,040				3,590			$	1,504			$	359			$	103,097			$	1,994,279			$	(23,631	)		$	2,075,608

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

UniFirst Corporation and Subsidiaries

(Unaudited)

Thirty-Nine Weeks Ended  (in thousands)		May 25, 2024				May 27, 2023
Cash flows from operating activities:
Net income		$	100,839			$	76,043
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization (1)			103,453				88,115
Share-based compensation			7,145				6,874
Accretion on environmental contingencies			948				777
Accretion on asset retirement obligations			721				690
Deferred income taxes			4,048				11,709
Other			1,061				16
Changes in assets and liabilities, net of acquisitions:
Receivables, less reserves			(5,288	)			(22,148	)
Inventories			(13,101	)			2,110
Rental merchandise in service			5,308				(19,544	)
Prepaid expenses and other current assets and Other assets			(11,518	)			67
Accounts payable			(5,118	)			3,492
Accrued liabilities			(3,212	)			(13,152	)
Prepaid and accrued income taxes			7,726				7,758
Net cash provided by operating activities			193,012				142,807
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired			(203	)			(306,192	)
Capital expenditures, including capitalization of software costs			(121,937	)			(124,067	)
Purchases of investments			(24,581	)			(117,012	)
Maturities of investments			21,679				107,000
Proceeds from sale of assets			749				517
Net cash used in investing activities			(124,293	)			(439,754	)
Cash flows from financing activities:
Payment of deferred financing costs			—				(851	)
Borrowings under line of credit			—				80,000
Repayments under line of credit			—				(80,000	)
Proceeds from exercise of share-based awards			3				3
Taxes withheld and paid related to net share settlement of equity awards			(2,731	)			(2,850	)
Repurchase of Common Stock			(15,962	)			—
Payment of cash dividends			(17,436	)			(16,527	)
Net cash used in financing activities			(36,126	)			(20,225	)
Effect of exchange rate changes			210				76
Net increase (decrease) in cash and cash equivalents			32,803				(317,096	)
Cash and cash equivalents at beginning of period			79,443				376,399
Cash and cash equivalents at end of period		$	112,246			$	59,303
Supplemental disclosure of cash flow information:
Non-cash capital expenditures		$	6,010			$	10,761

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

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UniFirst Corporation and Subsidiaries

Notes to Consolidated Financial Statements

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and any documents incorporated by reference may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contained in this Quarterly Report on Form 10-Q and any documents incorporated by reference are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “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 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, uncertainties regarding our ability to consummate acquisitions and successfully integrate acquired businesses, including Clean Uniform (“Clean”), 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 (“CRM”) computer system and an enterprise resource planning (“ERP”) 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 (“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 and in our other filings with the SEC, including, without limitation, under Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.

Business Overview

UniFirst Corporation, together with its subsidiaries, hereunder referred to as “we”, “our”, the “Company”, or “UniFirst”, is one of the leading providers of workplace uniforms and protective work wear clothing in the U.S. We design, manufacture, personalize, rent, clean, deliver, and sell a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks, aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent and sell industrial wiping products, floor mats, facility service products and other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies as well as provide certain safety training to a variety of manufacturers, retailers and service companies.

We serve businesses of all sizes in numerous industry and service categories. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, food processors and service operations, light manufacturers, maintenance facilities, restaurants, service companies, soft and durable goods wholesalers, transportation companies, healthcare

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providers and others who require employee clothing for image, identification, protection or utility purposes. We also provide our customers with restroom and cleaning supplies, including air fresheners, paper products and hand soaps.

At certain specialized facilities, we also decontaminate and clean work clothes and other items that may have been exposed to radioactive materials and service special cleanroom protective wear and facilities. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utilities operating nuclear reactors.

We continue to expand into additional geographic markets through acquisitions and organic growth. We currently service over 300,000 customer locations in the U.S., Canada and Europe from over 270 customer service, distribution and manufacturing facilities.

As mentioned and described in Note 16, “Segment Reporting,” to our Consolidated Financial Statements, we have five reporting segments: U.S. and Canadian Rental and Cleaning, Manufacturing (“MFG”), Corporate, Specialty Garments and First Aid. We refer to the laundry locations of the U.S. and Canadian Rental and Cleaning reporting segment as “industrial laundries” or “industrial laundry locations”, and to the U.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as our “Core Laundry Operations.”

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon the Consolidated Financial Statements, which have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting estimates used and areas most sensitive to material changes from external factors. The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements presented in this report are described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 26, 2023. There have been no significant changes in our critical accounting estimates since the year ended August 26, 2023.

Effects of Inflation and Adverse Economic Conditions

In general, we believe that our results of operations are not dependent on moderate changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, customer agreements that generally provide for price increases and continued focus on improvements of operational productivity. However, the inflationary environment in recent years had a negative impact on our margins, including as a result of increased energy costs for our vehicles and our plants, as well as increasing wages in the labor markets in which we compete. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. In addition, the U.S. Federal Reserve has delayed decreasing its benchmark interest rate during 2024 in response to sustained elevated inflation. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including elevated interest rates and/or increases in interest rates, geopolitical issues or otherwise are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition.

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Please see Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 26, 2023 for an additional discussion of risks and potential risks of inflation and adverse economic conditions on our business, financial condition and results of operations.

Results of Operations

The following table presents certain selected financial data, including the percentage of revenues represented by each item, for the thirteen and thirty-nine weeks ended May 25, 2024 and May 27, 2023.

 

		Thirteen Weeks Ended																				Thirty-Nine Weeks Ended
(In thousands, except percentages)		May 25, 2024				% of Revenues				May 27, 2023				% of Revenues				% Change				May 25, 2024				% of Revenues				May 27, 2023				% of Revenues				% Change
Revenues		$	603,328				100.0	%		$	576,668				100.0	%			4.6	%		$	1,787,564				100.0	%		$	1,661,157				100.0	%			7.6	%
Operating expenses:
Cost of revenues (1)			391,244				64.8				379,419				65.8				3.1				1,171,231				65.5				1,103,287				66.4				6.2
Selling and administrative expenses (1)			129,074				21.4				132,677				23.0				(2.7	)			383,350				21.4				372,230				22.4				3.0
Depreciation and amortization			34,560				5.7				31,175				5.4				10.9				103,453				5.8				88,115				5.3				17.4
Total operating expenses			554,878				92.0				543,271				94.2				2.1				1,658,034				92.8				1,563,632				94.1				6.0
Operating income			48,450				8.0				33,397				5.8				45.1				129,530				7.2				97,525				5.9				32.8
Other (income) expense, net			(884	)			(0.1	)			68				0.0				(1,400.0	)			(2,777	)			(0.2	)			(4,827	)			(0.3	)			(42.5	)
Income before income taxes			49,334				8.2				33,329				5.8				48.0				132,307				7.4				102,352				6.2				29.3
Provision for income taxes			11,277				1.9				9,053				1.6				24.6				31,468				1.8				26,309				1.6				19.6
Net income		$	38,057				6.3	%		$	24,276				4.2	%			56.8	%		$	100,839				5.6	%		$	76,043				4.6	%			32.6	%

General

We derive our revenues through the design, manufacture, personalization, rental, cleaning, delivering, and selling of a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks and aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent industrial wiping products, floor mats, facility service products, other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies, to a variety of manufacturers, retailers and service companies. We have five reporting segments, U.S. and Canadian Rental and Cleaning, MFG, Specialty Garments, First Aid and Corporate. We refer to the U.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as our “Core Laundry Operations.”

Cost of revenues include the amortization of rental merchandise in service and merchandise costs related to direct sales as well as labor and other production, service and delivery costs and distribution costs associated with operating our Core Laundry Operations, Specialty Garments facilities and First Aid locations. Selling and administrative costs include costs related to our sales and marketing functions as well as general and administrative costs associated with our corporate offices, non-operating environmental sites and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting and human resources.

Our operating results are also directly impacted by the costs of the gasoline used to fuel our vehicles and the natural gas or other sources of energy used to operate our plants. Our operating margins have been, and may continue to be, adversely impacted by volatility in energy prices. In addition, as described above, the current inflationary environment has had a negative impact on our margins, and could continue to pressure our margins in future periods.

Our business is subject to various state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, healthcare insurance mandates and other laws and regulations that impact our labor costs. Labor costs have increased recently as a result of increases in state and local minimum wage levels as well as the overall impact of wage pressure as the result of a low unemployment environment.

In fiscal 2018, we initiated a multiyear CRM project to further develop, implement and deploy a third-party software application we licensed. This new solution is intended to improve functionality, capability and information flow as well as increase automation for our operations in servicing our customers. We began deployment of our new CRM project during the second half of fiscal 2021 and concluded the deployment to our U.S. locations in the first quarter of fiscal 2024. We are depreciating this system over a 10-year life and recognized $0.9 million and $2.7 million of amortization expense during the thirteen and thirty-nine weeks ended May 25, 2024, respectively.

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In fiscal 2022, we initiated a multiyear ERP project that we currently anticipate will continue through 2027, with early phases focused on master data management and finance capabilities followed by subsequent phases with a strong focus on supply chain and procurement automation and technology. We believe that this initiative will become the core of the UniFirst systems technology footprint and will integrate and complement the capabilities of the CRM system. We expect the ERP system and the new supply chain and procurement capabilities that it will provide to enable lower operating costs and reduced customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. These capabilities will allow us to more effectively respond to and mitigate the types of supply chain challenges that we experienced during the COVID-19 pandemic and inflationary environment of 2022 and 2023.

We refer to our CRM and ERP projects together as our (“Key Initiatives”). For the thirteen weeks ended May 25, 2024, we expensed $3.9 million of non-recurring costs related to our Key Initiatives, primarily relating to our ERP project. For the thirty-nine weeks ended May 25, 2024, we expensed $10.0 million of non-recurring costs related to our Key Initiatives, primarily relating to our ERP project.

On October 24, 2023, our Board of Directors authorized a share repurchase program to repurchase up to $100.0 million of our outstanding shares of Common Stock. Repurchases from time to time under the new program, if any, will be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases depend on a variety of factors, including economic and market conditions, our stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program may be funded using available cash or capacity under our Credit Agreement (as defined below) and may be suspended or discontinued at any time.

During the thirteen and thirty-nine weeks ended May 25, 2024, we repurchased 47,250 and 94,000 shares, respectively, for an average price per share of $165.99 and $169.81, respectively, under the share repurchase program. During the thirteen and thirty-nine weeks ended May 27, 2023, we did not repurchase any shares. As of May 25, 2024, we had $84.0 million remaining under our share repurchase program.

On March 13, 2023, we completed our acquisition of the business and certain real estate assets of Clean from Clean Holdco, Inc. and certain of its affiliates for an aggregate purchase price of approximately $299.1 million, net of cash acquired. Clean was a uniform, workwear and facility service program provider with 11 locations covering Missouri, Illinois, Arkansas, Kansas and Oklahoma. The results of operations from Clean were included in our results under the Core Laundry Operations segments subsequent to the acquisition date of March 13, 2023. We paid for the acquisition of Clean with cash on hand and borrowings under the Credit Agreement, which we repaid in full during the third quarter of fiscal 2023.

Thirteen weeks ended May 25, 2024 compared with thirteen weeks ended May 27, 2023

Revenues

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Core Laundry Operations		$	528,454			$	501,719			$	26,735				5.3	%
Specialty Garments			47,582				49,407				(1,825	)			(3.7	)%
First Aid			27,292				25,542				1,750				6.9	%
Total consolidated revenues		$	603,328			$	576,668			$	26,660				4.6	%

The increase in consolidated revenues of 4.6% during the thirteen weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to growth in our Core Laundry Operations of 5.3%. The increase in our Core Laundry Operations was due to organic growth of 4.7% and acquisition related growth of 0.6%. The effect of Canadian dollar exchange rate changes on our revenues was nominal. The Core Laundry Operations strong organic growth rate was primarily the result of solid new account sales and improved pricing with our customers.

In the thirteen weeks ended May 25, 2024, Specialty Garments revenues decreased compared to the prior year comparable period due to the decline in our North American nuclear business, which was partially offset by growth in our cleanroom operations. Specialty Garments’ results are often affected by seasonality and the timing and length of its customers’ power reactor outages as well as its project-based activities.

First Aid revenues in the same period increased 6.9% compared to the prior year comparable period due primarily to growth in our van business.

 

 

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Cost of revenues

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Cost of revenues		$	391,244			$	379,419			$	11,825				3.1	%
% of Revenues			64.8	%			65.8	%

 

The increase in consolidated cost of revenues of 3.1% during the thirteen weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to the impact of revenue growth mentioned above. While overall cost of revenues increased, cost of revenues as a percentage of revenues decreased due primarily to lower merchandise costs and production costs.

 

Selling and administrative expenses

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Selling and administrative expenses		$	129,074			$	132,677			$	(3,603	)			(2.7	)%
% of Revenues			21.4	%			23.0	%

 

The decrease in selling and administrative costs of 2.7% during the thirteen weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to a decrease in spending on our Key Initiatives from $8.4 million in the third quarter of fiscal 2023 to $3.9 million in the third quarter of fiscal 2024. Also, we benefited from a decrease in healthcare claims expense of $3.4 million compared to the prior year comparable period and costs incurred in the third quarter of fiscal 2023 related to a legal matter of approximately $1.3 million. In addition, we incurred $0.7 million of Clean acquisition-related costs during the third quarter of fiscal 2023. These decreases in costs were partially offset by continued investments we have made in our corporate capabilities over the last year.

 

Depreciation and amortization

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Depreciation and amortization		$	34,560			$	31,175			$	3,385				10.9	%
% of Revenues			5.7	%			5.4	%

 

Depreciation and amortization expense increased by 10.9% during the thirteen weeks ended May 25, 2024 compared to the prior year comparable period, due primarily to continued investment in our systems and technology capabilities and infrastructure to support our future growth.

Operating income

 

For the thirteen weeks ended May 25, 2024 and May 27, 2023, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Core Laundry Operations		$	36,929			$	20,995			$	15,934				75.9	%
Specialty Garments			11,373				12,455				(1,082	)			(8.7	)%
First Aid			148				(53	)			201				(379.2	)%
Operating income		$	48,450			$	33,397			$	15,053				45.1	%
Operating income margin			8.0	%			5.8	%

Other (income) expense, net

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Interest income, net		$	(1,406	)		$	(553	)		$	(853	)			154.2	%
Other expense, net			522				621				(99	)			(15.9	)%
Total other (income) expense, net		$	(884	)		$	68			$	(952	)			(1400.0	)%

 

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The increase in other (income) expense, net during the thirteen weeks ended May 25, 2024 as compared to the prior year comparable period was due primarily to approximately $0.5 million of interest expense incurred on borrowings related to the Clean acquisition during the thirteen weeks ended May 27, 2023 of which there were none in the current period.

 

Provision for income taxes

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Provision for income taxes		$	11,277			$	9,053			$	2,224				24.6	%
Effective income tax rate			22.9	%			27.2	%

The decrease in the effective tax rate for the thirteen weeks ended May 25, 2024 as compared to the corresponding period in the prior year was due primarily to favorable adjustments to our tax reserves during the current period.

Thirty-nine weeks ended May 25, 2024 compared with thirty-nine weeks ended May 27, 2023

Revenues

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Core Laundry Operations		$	1,574,863			$	1,456,167			$	118,696				8.2	%
Specialty Garments			135,713				135,613				100				0.1	%
First Aid			76,988				69,377				7,611				11.0	%
Total consolidated revenues		$	1,787,564			$	1,661,157			$	126,407				7.6	%

The increase in consolidated revenues of 7.6% during the thirty-nine weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to growth in our Core Laundry Operations of 8.2%. The increase in our Core Laundry Operations was due to organic growth of 4.9% and acquisition related growth of 3.3%. The effect of Canadian dollar exchange rate changes on our revenues was nominal. The Core Laundry Operations strong organic growth rate was primarily the result of solid new account sales and improved pricing with our customers. The impact on our revenues from acquisitions was primarily the result of our acquisition of Clean, which was completed on March 13, 2023.

In the thirty-nine weeks ended May 25, 2024, Specialty Garments revenues remained consistent compared to the prior year comparable period due primarily to growth in our cleanroom operations offset by a decline in our North American and European nuclear businesses. First Aid revenues in the same period increased 11.0% compared to the prior year comparable period due primarily to growth in our van business.

 

Cost of revenues

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Cost of revenues		$	1,171,231			$	1,103,287			$	67,944				6.2	%
% of Revenues			65.5	%			66.4	%

 

The increase in consolidated cost of revenues of 6.2% during the thirty-nine weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to the impact of revenue growth mentioned above. While overall cost of revenues increased, cost of revenues decreased as a percentage of revenue due primarily to lower merchandise costs and production costs.

 

Selling and administrative expenses

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Selling and administrative expenses		$	383,350			$	372,230			$	11,120				3.0	%
% of Revenues			21.4	%			22.4	%

 

The increase in selling and administrative costs of 3.0% during the thirty-nine weeks ended May 25, 2024 compared to the prior year comparable period was due primarily to incremental costs from the Clean acquisition as compared to the prior year comparable period.

 

While overall selling and administrative costs increased, selling and administrative costs as a percentage of revenues decreased due primarily to a decrease in spending on our Key Initiatives from $27.5 million in the thirty-nine weeks ended May 27, 2023 to $10.0

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million in the thirty-nine weeks ended May 25, 2024. Also, we benefited from a decrease in healthcare claims expense of $2.9 million compared to the prior year comparable period and costs incurred in the third quarter of fiscal 2023 related to a legal matter of approximately $1.3 million. In addition, we incurred $2.7 million of Clean acquisition-related costs during the thirty-nine weeks ended May 27, 2023.

 

Depreciation and amortization

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Depreciation and amortization		$	103,453			$	88,115			$	15,338				17.4	%
% of Revenues			5.8	%			5.3	%

 

Depreciation and amortization expense increased by 17.4% during the thirty-nine weeks ended May 25, 2024 compared to the prior year comparable period due primarily to continued investment in our systems and technology capabilities and infrastructure to support our future growth. Also contributing to this increase was higher depreciation and amortization of $7.6 million related to the Clean acquisition that occurred early in the third quarter of fiscal 2023. Total depreciation and amortization for Clean was $10.7 million and $3.1 million in the thirty-nine weeks ended May 25, 2024 and the prior year comparable period, respectively, of which $7.2 million and $2.2 million were intangibles amortization, respectively.

Operating income

 

For the thirty-nine weeks ended May 25, 2024 and May 27, 2023, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Core Laundry Operations		$	98,066			$	68,468			$	29,598				43.2	%
Specialty Garments			33,391				30,683				2,708				8.8	%
First Aid			(1,927	)			(1,626	)			(301	)			18.5	%
Operating income		$	129,530			$	97,525			$	32,005				32.8	%
Operating income margin			7.2	%			5.9	%

Other income, net

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Interest income, net		$	(4,590	)		$	(6,353	)		$	1,763				(27.8	)%
Other expense, net			1,813				1,526				287				18.8	%
Total other income, net		$	(2,777	)		$	(4,827	)		$	2,050				(42.5	)%

 

Other income, net during the thirty-nine weeks ended May 25, 2024 decreased as compared to the prior year comparable period due primarily to lower interest income resulting from lower cash reserves subsequent to the acquisition of Clean in our third fiscal quarter of 2023. This was partially offset by $2.1 million of interest income recorded in the thirty-nine weeks ended May 25, 2024 as a result of a tax dispute we were able to favorably resolve.

 

 

Provision for income taxes

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Provision for income taxes		$	31,468			$	26,309			$	5,159				19.6	%
Effective income tax rate			23.8	%			25.7	%

The decrease in the effective tax rate for the thirty-nine weeks ended May 25, 2024 as compared to the corresponding period in the prior year was due primarily to favorable adjustments to our tax reserves during the current period.

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Liquidity and Capital Resources

General

Cash and cash equivalents, and short-term investments totaled $125.4 million as of May 25, 2024, an increase of $35.8 million from $89.6 million as of August 26, 2023. The increase in cash and cash equivalents and short-term investments was largely driven by our cash flows from operating activities. We generated $193.0 million and $142.8 million in cash from operating activities in the thirty-nine weeks ended May 25, 2024 and May 27, 2023, respectively. The increase was due primarily to increased profitability and lower working capital needs of the business. During the thirty-nine weeks ended May 25, 2024, we continued to invest in our business with capital expenditures totaling $121.9 million.

 

Pursuant to the share repurchase program approved by our Board of Directors on October 24, 2023, we repurchased 94,000 shares of our Common Stock for an aggregate of approximately $16.0 million during the thirty-nine weeks ended May 25, 2024.

We believe, although there can be no assurance, that our current cash, cash equivalents and short-term investments balances, our cash generated from future operations and amounts available under our Credit Agreement (as defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months and will enable us to manage the impacts of inflation and address related liquidity needs.

Cash flows provided by operating activities have historically been the primary source of our liquidity. We generally use these cash flows to fund most, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our Common Stock and stock repurchases. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt, to fund growth and acquisition opportunities, as well as other cash requirements.

Sources and uses of cash flows for the thirty-nine weeks ended May 25, 2024 and May 27, 2023, respectively, are summarized as follows:

 

(In thousands, except percentages)		May 25, 2024				May 27, 2023				Dollar Change				Percent Change
Net cash provided by operating activities		$	193,012			$	142,807			$	50,205				35.2	%
Net cash used in investing activities			(124,293	)			(439,754	)			315,461				(71.7	)%
Net cash used in financing activities			(36,126	)			(20,225	)			(15,901	)			78.6	%
Effect of exchange rate changes			210				76				134				176.3	%
Net increase (decrease) in cash and cash equivalents		$	32,803			$	(317,096	)		$	349,899				(110.3	)%

Net Cash Provided by Operating Activities

The net cash provided by operating activities during the thirty-nine weeks ended May 25, 2024 increased as compared to the prior year comparable period due to our improved profitability and benefit of depreciation and amortization as well as positive impacts from rental merchandise in service of $24.9 million, receivables of $16.9 million and accrued liabilities of $9.9 million. These increases were partially offset by a decrease in inventory of $15.2 million, a decrease of in prepaid expenses and other current and noncurrent assets of $11.6 million and a decrease in accounts payable of $8.6 million.

 

The positive impact from merchandise in service was due primarily to fewer garments being placed in service to support our rental customers. The positive impact from receivables was due primarily to a focused effort on collections and timing. The negative impact from inventories was due primarily to higher production that will be used to meet future demand. The negative impact from prepaid expenses and other current assets was due primarily to increases in information technology prepaid contracts and deferred commission costs. The negative impact from accounts payable was due primarily to timing.

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Net Cash Used in Investing Activities

The net cash used in investing activities during the thirty-nine weeks ended May 25, 2024 decreased as compared to the prior year comparable period due primarily to the Clean acquisition in the third quarter of fiscal 2023 and a reduced net investment in certificates of deposit of $7.1 million during the thirty-nine weeks ended May 25, 2024.

Net Cash Used in Financing Activities

The net cash used in financing activities during the thirty-nine weeks ended May 25, 2024 increased as compared to the prior year comparable period due primarily to a $16.0 million increase in the repurchase of Common Stock during the period.

Long-term Debt and Borrowing Capacity

On March 26, 2021, we entered into an amended and restated $175.0 million unsecured revolving credit agreement (as subsequently amended, the “Credit Agreement”) with a syndicate of banks, which matures on March 26, 2026. The Credit Agreement amended and restated our prior credit agreement, which was scheduled to mature on April 11, 2021. Under the Credit Agreement, we are able to borrow funds at variable interest rates based on, at our election, the Eurodollar rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio.

On March 9, 2023, we exercised the accordion feature of the Credit Agreement pursuant to an amendment to the Credit Agreement. The exercise of the accordion feature increased the aggregate commitments under the Credit Agreement by $100.0 million, for a total aggregate commitment of up to $275.0 million. In addition, the amendment provided for the replacement of LIBOR with SOFR such that borrowings are based on, at our election, the SOFR rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. The amendment also refreshed the accordion feature, so that, provided there is no default or event of default under the Credit Agreement and we are in compliance with our financial covenants on a pro forma basis, we may request an increase in the aggregate commitments under the Credit Agreement (in the form of revolving or term tranches) of up to an additional $100.0 million, for a total aggregate commitment of up to $375.0 million. Availability of credit requires compliance with certain financial and other covenants, including a maximum consolidated funded debt ratio and minimum consolidated interest coverage ratio as defined in the Credit Agreement. We test our compliance with these financial covenants on a fiscal quarterly basis. As of May 25, 2024, the interest rates applicable to our borrowings under the Credit Agreement would be calculated as SOFR plus 1.00% at the time of the respective borrowing.

As of May 25, 2024, we had no outstanding borrowings and had outstanding letters of credit amounting to $62.7 million, leaving $212.3 million available for borrowing under the Credit Agreement.

As of May 25, 2024, we were in compliance with all covenants under the Credit Agreement.

Derivative Instruments and Hedging Activities

In August 2021, we entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP.

As of May 25, 2024, we had forward contracts with a notional value of approximately 4.1 million CAD outstanding and recorded the fair value of the contracts of $0.2 million in prepaid expenses and other current assets with a corresponding gain of $0.1 million in accumulated other comprehensive loss, which was recorded net of tax. During the thirteen and thirty-nine weeks ended May 25, 2024, we reclassified a nominal amount and $0.1 million, respectively, from accumulated other comprehensive loss to revenue related to the derivative financial instruments. The gain on these forward contracts that results in a decrease to accumulated other comprehensive loss as of May 25, 2024 is expected to be reclassified to revenues prior to their maturity on August 29, 2026.

Environmental and Legal Contingencies

We are subject to various federal, state and local laws and regulations governing, among other things, air emissions, waste water discharges, and the generation, handling, storage, transportation, treatment and disposal of hazardous wastes and other substances. In particular, industrial laundries currently use and must dispose of detergent wastewater and other residues, and, in the past, used

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perchloroethylene and other dry-cleaning solvents. We are attentive to the environmental concerns surrounding the disposal of these materials and have, through the years, taken measures to avoid their improper disposal. We have settled, or contributed to the settlement of, past actions or claims brought against us relating to the disposal of hazardous materials at several sites and there can be no assurance that we will not have to expend material amounts to remediate the consequences of any such disposal in the future.

U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Significant judgment is required to determine the existence of a liability, as well as the amount to be recorded. We regularly consult with attorneys and outside consultants in our consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory orders or decrees, our estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of our attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for our environmental and other contingent liabilities.

Under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating from, such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of, or was responsible for the presence of such hazardous or toxic substances. There can be no assurances that acquired or leased locations have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon our Company under such laws or expose our Company to third-party actions such as tort suits. We continue to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites.

We have accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probable and can be reasonably estimated. We, together with multiple other companies, are party to a consent decree related to our property and other parcels of land (the “Central Area”) at a site in Woburn, Massachusetts. The United States Environmental Protection Agency (the “EPA”) has provided us and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. We, and other signatories, have implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. We have accrued costs to perform certain work responsive to the EPA’s comments. Additionally, we have implemented mitigation measures and continue to monitor environmental conditions at a site in Somerville, Massachusetts. We have agreed to undertake additional actions responsive to a notice of audit findings from the Massachusetts Department of Environmental Protection concerning a regulatory submittal that we made in 2009 for a portion of the site. We have received demands from the local transit authority for reimbursement of certain costs associated with its construction of a new municipal transit station in the area of the Somerville site. This station was part of an extension of the transit system. We have reserved for costs in connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change.

We routinely review and evaluate sites that may require remediation and monitoring and determine our estimated costs based on various estimates and assumptions. These estimates are developed using our internal sources or by third party environmental engineers or other service providers. Internally developed estimates are based on:

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There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. GAAP, our accruals represent the amount within the range that we believe is the best estimate or the low end of a range of estimates if no point within the range is a better estimate. When we believe that both the amount of a particular liability and the timing of the payments are reliably determinable, we adjust the cost in current dollars using a rate of 3% for inflation until the time of expected payment and discount the cost to present value using current risk-free interest rates. As of May 25, 2024, the risk-free interest rates we utilized ranged from 4.57% to 4.65%.

For environmental liabilities that have been discounted, we include interest accretion, based on the effective interest method, in selling and administrative expenses on the Consolidated Statements of Income. The changes to the amounts of our environmental liabilities for the thirty-nine weeks ended May 25, 2024 were as follows (in thousands):

 

		May 25, 2024
Balance as of August 26, 2023		$	30,029
Costs incurred for which reserves have been provided			(2,404	)
Insurance proceeds			172
Interest accretion			948
Changes in discount rates			(493	)
Revisions in estimates			1,068
Balance as of May 25, 2024		$	29,320

 

Anticipated payments and insurance proceeds relating to currently identified environmental remediation liabilities as of May 25, 2024, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below.

 

(In thousands)		2024				2025				2026				2027				2028				Thereafter				Total
Estimated costs – current dollars		$	12,917			$	2,651			$	1,442			$	1,270			$	972			$	14,617			$	33,869
Estimated insurance proceeds			(180	)			(195	)			(159	)			(173	)			(9	)			(230	)			(946	)
Net anticipated costs		$	12,737			$	2,456			$	1,283			$	1,097			$	963			$	14,387			$	32,923
Effect of inflation																											10,173
Effect of discounting																											(13,776	)
Balance as of May 25, 2024																										$	29,320

Estimated insurance proceeds are primarily received from an annuity received as part of our legal settlement with an insurance company. Annual proceeds of approximately $0.3 million are deposited into an escrow account which funds remediation and monitoring costs for two sites related to our former operations. Annual proceeds received but not expended in the current year accumulate in this account and may be used in future years for costs related to this site through the year 2027. As of May 25, 2024, the balance in this escrow account, which is held in a trust and is not recorded in our Consolidated Balance Sheet, was approximately $5.5 million. Also included in estimated insurance proceeds are amounts we are entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at one of our sites.

Our nuclear garment decontamination facilities are licensed by respective state agencies, as delegated authority by the Nuclear Regulatory Commission (the “NRC”) pursuant to the NRC’s Agreement State program and are subject to applicable federal and state radioactive material regulations. In addition, our international locations (Canada, the United Kingdom and the European Union) are regulated by equivalent respective jurisdictional authorities. There can be no assurance that such regulation will not lead to material disruptions in our garment decontamination business.

From time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including but not limited to, personal injury claims, customer contract matters, employment claims and environmental matters as described above.

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In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $17.0 million, plus surcharges, fines and penalties of over $67.7 million for a total assessment of over $84.7 million, which accrues interest and other charges. We disagree with such tax assessment and are challenging the validity of the tax assessment through an appeal process. While we are unable to ascertain the ultimate outcome of this matter, based on the information currently available, we believe that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, we are unable to reasonably assess an estimate or range of estimates of any potential losses.

While it is impossible for us to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, we believe that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with accounting principles under U.S. GAAP. It is possible, however, that the future financial position and/or results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.

Contractual Obligations and Other Commercial Commitments

As of May 25, 2024, there were no material changes to our contractual obligations that were disclosed in our Annual Report on Form 10-K for the year ended August 26, 2023. As of May 25, 2024, we did not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 2, “Recent Accounting Pronouncements” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

We have determined that all of our foreign subsidiaries operate primarily in local currencies that represent the functional currencies of such subsidiaries. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date. The effects of exchange rate fluctuations on the translation of assets and liabilities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year. As such, our financial condition and operating results are affected by fluctuations in the value of the U.S. dollar as compared to currencies in foreign countries. Revenues denominated in currencies other than the U.S. dollar represented approximately 6.8% of total consolidated revenues for both the thirteen and thirty-nine weeks ended May 25, 2024. Total assets denominated in currencies other than the U.S. dollar represented approximately 6.7% and 6.6% of total consolidated assets as of May 25, 2024 and August 26, 2023, respectively. If exchange rates had increased or decreased by 10% from the actual rates in effect during the thirteen and thirty-nine weeks ended May 25, 2024, our revenues would have increased or decreased by $12.2 million and $4.0 million, respectively, and total assets as of May 25, 2024 would have increased or decreased by approximately $17.8 million.

In August 2021, we entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP.

As of May 25, 2024, we had forward contracts with a notional value of approximately 4.1 million CAD outstanding and recorded the fair value of the contracts of $0.2 million in prepaid expenses and other current assets with a corresponding gain of $0.1 million in accumulated other comprehensive loss, which was recorded net of tax. During the thirteen and thirty-nine weeks ended May 25, 2024, we reclassified a nominal amount and $0.1 million, respectively, from accumulated other comprehensive loss to revenue related to the derivative financial instruments. The gain on these forward contracts that resulted in a decrease to accumulated other comprehensive loss as of May 25, 2024 is expected to be reclassified to revenues prior to their maturity on August 29, 2026.

Other than the forward contracts, discussed above, we do not operate a hedging program to mitigate the effect of a significant change in the value of the functional currencies of our foreign subsidiaries, which include the Canadian dollar, euro, British pound, Mexican peso and Nicaraguan cordoba, as compared to the U.S. dollar. Any losses or gains resulting from unhedged foreign currency transactions, including exchange rate fluctuations on intercompany accounts are reported as transaction losses (gains) in our other income, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the thirteen and thirty-nine weeks ended May 25, 2024, transaction gains of a nominal amount and $0.4 million, respectively, were included in other income. If exchange rates had increased or decreased by 10% during the thirteen and thirty-nine weeks ended May 25, 2024, we would have recognized exchange gains or losses of approximately $0.3 million and $0.8 million, respectively.

Interest Rate Sensitivity

We are exposed to market risk from changes in interest rates, which may adversely affect our financial position, results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, we manage exposures through our operating and financing activities. We are exposed to interest rate risk primarily through borrowings under our Credit Agreement. Under the Credit Agreement, we borrow funds at variable interest rates based on, at our election, the SOFR rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. To the extent we have borrowings outstanding under the Credit Agreement, changes in interest rates result in changes in our interest expense.

Please see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 26, 2023 for an additional discussion of risks and potential risks on our business, financial performance and the market price of our Common Stock.

 

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, solely as a result of the material weakness previously identified by management and described in our Annual Report on Form 10-K for the year ended August 26, 2023, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply our judgment in designing and evaluating the controls and procedures. We continue to review our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

Changes in Internal Control over Financial Reporting

Other than the remediation measures with respect to the material weakness described below, there were no changes in our internal control over financial reporting during the third quarter of fiscal 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Previously Identified Material Weakness

As described in Part II, Item 9A of our Annual Report on Form 10-K for fiscal 2023, we previously identified a material weakness related to certain ineffective information technology general controls (“ITGCs”) supporting the manage change and manage access processes that were not designed and operating effectively as of the date of management’s assessment. These deficiencies relate to our CRM system that we are in the process of deploying and affect revenue and receivables as well as a group of legacy applications which affect revenue and receivables, supply inventory and merchandise in service. Our business process controls within the revenue and accounts receivable process and inventory and merchandise in service process, both automated and manual, that are dependent on the completeness and accuracy of the information derived from the affected IT system were also deemed ineffective because they could have been adversely impacted.

Remediation

Our management is committed to maintaining a strong internal control environment. In response to the material weakness described above, management is continuing to take actions to remediate the material weakness.

The intended remediation actions include: (i) creating and filling an IT Compliance Oversight function, (ii) remediating the known issues that were identified in the areas of manage change and manage access, (iii) performing a more comprehensive review of current user access and our ITGCs, including the applicable monitoring controls, (iv) developing enhanced procedures and controls related to changes in IT systems, (v) developing and implementing additional training and awareness programs addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus on user access, and (vi) increasing the extent of oversight and verification included in the operation of user access controls and processes.

We believe that these actions, when fully implemented, will remediate the material weakness, however, as we continue to evaluate and improve the applicable controls, management may determine that additional remediation measures are required. The material weakness will not be considered remediated until applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management is committed to successfully remediating the material weakness as promptly as possible.

Our Chief Executive Officer and Chief Financial Officer have certified in certifications furnished with this Quarterly Report on Form 10-Q that, to the best of their knowledge, the information contained in this Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-Q.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are subject to legal proceedings and claims arising from the current conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described in our Consolidated Financial Statements. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect that we will sustain any material loss as a result thereof. Refer to Note 12, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below, for further discussion.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 26, 2023, which could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended August 26, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information about repurchases of our equity securities during the thirteen weeks ended May 25, 2024:

 

Period		(a) Total Number of Shares Purchased (1)				(b) Average Price Paid per Share (1)				(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)				(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)
February 25, 2024 - March 23, 2024			15,000			$	169.70				15,000			$	89,335,110
March 24, 2024 - April 20, 2024			14,250			$	165.04				14,250			$	86,982,999
April 21, 2024 - May 25, 2024			18,000			$	163.60				18,000			$	84,037,764
Total			47,250								47,250

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

 

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ITEM 5. OTHER INFORMATION

 

On April 17, 2024, William Ross, Executive Vice President, Operations of the Company, adopted a trading arrangement for the sale of the Company’s Common Stock (the “Ross Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). The Ross Rule 10b5-1 Trading Plan, which has a term expiring on December 31, 2024, provides for the exercise of stock appreciation rights to acquire up to 53,649 shares of Common Stock and the concurrent sale of all shares of Common Stock acquired upon such exercise at a specified limit price between July 17, 2024 and December 31, 2024.

 

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ITEM 6. EXHIBITS

31.1		Rule 13a-14(a)/15d-14(a) Certification of Steven S. Sintros (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Shane O’Connor (filed herewith).
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101		The following financial information from UniFirst Corporation Quarterly Report on Form 10-Q for the quarter ended May 25, 2024 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) (filed herewith).

 

 

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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
July 3, 2024	By:	/s/ Steven S. Sintros
		Steven S. Sintros
		President and Chief Executive Officer
July 3, 2024	By:	/s/ Shane O’Connor
		Shane O’Connor
		Executive Vice President and Chief Financial Officer

 

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