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UNF > SEC Filings for UNF > Form 10-Q on 5-Jul-2012All Recent SEC Filings

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Form 10-Q for UNIFIRST CORP


5-Jul-2012

Quarterly Report


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 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," 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 the continuing adverse worldwide economic conditions, uncertainties regarding our ability to consummate and successfully integrate acquired businesses, uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation, our ability to compete successfully without any significant degradation in our margin rates, seasonal 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, any loss of key management or other personnel, 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, uncertainties regarding the price levels of natural gas, electricity, fuel and labor, the impact of adverse economic conditions and the current tight credit markets on our customers and such customers' workforces, the level and duration of workforce reductions by our customers, the continuing increase in domestic healthcare costs, demand and prices for our products and services, rampant criminal activity and instability in Mexico where our principal garment manufacturing plants are located, additional professional and internal costs necessary for compliance with recent and proposed future changes in Securities and Exchange Commission, New York Stock Exchange and accounting rules, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, economic and other developments associated with the war on terrorism and its impact on the economy, 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 27, 2011 and in 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.

Business Overview

UniFirst Corporation, together with its subsidiaries, hereunder referred to as "we", "our", the "Company", or "UniFirst", is one of the largest providers of workplace uniforms and protective clothing in the United States. 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 industrial wiping products, floor mats, facility service products and other non-garment items, and provide first aid cabinet services and other safety supplies, to a variety of manufacturers, retailers and service companies.

We serve businesses of all sizes in numerous industry 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, and others who require employee clothing for image, identification, protection or utility purposes. We also provide our customers with restroom supplies, including air fresheners, paper products and hand soaps.

At certain specialized facilities, we also decontaminate and clean work clothes that may have been exposed to radioactive materials and service special cleanroom protective wear. 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 240,000 customer locations in the United States, Canada and Europe from 214 customer service, distribution and manufacturing facilities.

As discussed and described in Note 13 to the Consolidated Financial Statements, we have five reporting segments: US and Canadian Rental and Cleaning, Manufacturing ("MFG"), Corporate, Specialty Garments Rental and Cleaning ("Specialty Garments") and First Aid. We refer to the laundry locations of the US and Canadian Rental and Cleaning reporting segment as "industrial laundries" or "industrial laundry locations", and to the US 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 United States generally accepted accounting principles ("US 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 policies are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting policies used and areas most sensitive to material changes from external factors. See Note 1 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended August 27, 2011 for additional discussion of the application of these and other accounting policies.

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 26, 2012 and the thirteen and thirty-nine weeks ended May 28, 2011. Cost of revenues presented in the table below include merchandise costs related to the amortization of rental merchandise in service and direct sales as well as labor and other production, service and delivery costs associated with operating our industrial laundries, Specialty Garments facilities, First Aid locations and our distribution center. 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 and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.

                                              Thirteen weeks ended                                                Thirty-nine weeks ended
(In thousands, except
percentages)              May 26, 2012 % of Rev.     May 28, 2011 % of  Rev.   % Change       May 26, 2012   % of  Rev.     May 28, 2011 % of Rev.   % Change

Revenues                $      320,931       100 % $      291,567      100.0 %     10.1 %   $      943,915          100 % $      843,252     100.0 %     11.9 %

Operating expenses:
Cost of revenues (1)           202,433      63.1          185,217       63.5        9.3            599,009         63.5          524,685      62.2       14.2
Selling and
administrative expenses
(1)                             59,108      18.4           60,852       20.9       -2.9            179,429         19.0          174,649      20.7        2.7
Depreciation and
amortization                    16,718       5.2           16,365        5.6        2.2             49,615          5.3           47,942       5.7        3.5
  Total operating                                                                                  828,053
expenses                       278,259      86.7          262,434       90.0        6.0                            87.7          747,276      88.6       10.8

Income from operations          42,672      13.3           29,133       10.0       46.5            115,862         12.3           95,976      11.4       20.7

Other expense                      312       0.1              679        0.2      -54.1                631          0.1            3,457       0.4      -81.7

Income before income
taxes                           42,360      13.2           28,454        9.8       48.9            115,231         12.2           92,519      11.0       24.5
Provision for income
taxes                           14,901       4.6           10,023        3.4       48.7             42,774          4.5           34,047       4.0       25.6

Net income              $       27,459       8.6 % $       18,431        6.3 %     49.0 %   $       72,457          7.7 % $       58,472       6.9 %     23.9 %

(1) Exclusive of depreciation on our property, plant and equipment and amortization on our intangible assets.

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 first aid cabinet services and other safety supplies, to a variety of manufacturers, retailers and service companies. We have five reporting segments: US and Canadian Rental and Cleaning, Manufacturing ("MFG"), Corporate, Specialty Garments Rental and Cleaning ("Specialty Garments") and First Aid. We refer to the US and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as our "core laundry operations."

Cost of revenues includes merchandise costs related to the amortization of rental merchandise in service and 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 and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.

As part of our recent revenue growth, we have been experiencing increased merchandise costs. This increase has been primarily due to our increased investment in merchandise to the levels needed to support our growing wearer base. During fiscal 2009 and early fiscal 2010, our results of operations benefited from our utilization of used garments that our customers returned to us as a result of reductions in their workforces. Since fiscal 2010, we have put significantly more new garments into service to meet the day-to-day needs of our existing wearer base. In addition, increased new account sales, including some larger national accounts, have also required us to make a large initial investment in merchandise. The increased merchandise cost is also the result of strong growth in our flame resistant and high visibility product lines. This growth is the result of increased oil and natural gas exploration as well as tighter regulations that have caused uniform wearers in a number of industries to convert to these more protective garments. In addition to a higher number of new garments being placed in service to support our customer base, we have also been impacted by higher fabric prices in our overall merchandise costs. Throughout fiscal 2012, we expect merchandise costs will continue to have a negative effect on our margins compared to the prior year.

The price of fuel and energy needed to run our vehicles and equipment is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries, regional production patterns, limits on refining capacities, natural disasters and environmental concerns. Future increases in fuel costs could have a negative impact on our delivery and production costs going forward.

The current worldwide economic weakness and uncertainty as well as high unemployment rates in the U.S. and Canada may negatively impact our revenues and operating performance in fiscal 2012 and beyond due to the impact on spending plans and employment levels of our customers and sales prospects.

On March 27, 2012, we entered into a settlement related to environmental litigation. As a result of the settlement, we recognized a gain of approximately $6.7 million, which was recorded as a reduction of selling and administrative expenses, in our fiscal third quarter. Such gain consisted of contingent amounts previously received but not recognized into income as well as amounts that we received in the third quarter. This gain positively impacted our third quarter earnings by $0.21 per diluted common share.

Thirteen weeks ended May 26, 2012 compared with thirteen weeks ended May 28,

2011

Revenues

                                         May 26,       May 28,       Dollar       Percent
   (In thousands, except percentages)     2012          2011         Change       Change

     Core Laundry Operations            $ 281,141     $ 252,052     $ 29,089          11.5 %
     Specialty Garments                    29,263        30,575       (1,312 )        -4.3
     First Aid                             10,527         8,940        1,587          17.7
   Consolidated total                   $ 320,931     $ 291,567     $ 29,364          10.1 %

For the thirteen weeks ended May 26, 2012, our consolidated revenues increased by $29.4 million from the comparable period in fiscal 2011, or 10.1%. This increase was primarily driven by a $29.1 million increase in revenues in our core laundry operations. Core laundry revenues increased to $281.1 million for the thirteen weeks ended May 26, 2012 from $252.1 million for the comparable period of 2011, or 11.5%. This increase was primarily attributable to positive organic growth of 10.9%. Organic growth is comprised of new sales, additions to our existing customer base and price increases, offset by lost accounts and reductions to our existing customer base. Our positive organic growth rate in our core laundry operations was accompanied by positive acquisition related growth of 0.9% offset by the effect of unfavorable fluctuations in the Canadian foreign exchange rate, which accounted for a 0.3% decrease in revenue for the thirteen weeks ended May 26, 2012 compared to the same period in fiscal 2011.

Specialty Garments' revenues decreased from $30.6 million for the thirteen weeks ended May 28, 2011 to $29.3 million for the thirteen weeks ended May 26, 2012, or 4.3%. This segment's revenues tend to fluctuate due to the timing and length of our customers' power reactor outages in the U.S. and Canadian markets. First Aid revenues increased by $1.6 million, or 17.7%, for the thirteen weeks ended May 26, 2012 as compared to the same period in fiscal 2011 as a result of improved performance from the segment's wholesale distribution and pill packaging operations.

Cost of Revenues

Cost of revenues decreased as a percentage of revenues from 63.5%, or $185.2 million, for the thirteen weeks ended May 28, 2011 to 63.1%, or $202.4 million, for the thirteen weeks ended May 26, 2011. This decrease was primarily due to lower payroll, energy and other production costs as a percentage of revenues in our core laundry operations, primarily due to the strong revenue growth this segment experienced in the thirteen weeks ended May 26, 2012. These lower costs were partially offset by an increase in overall merchandise costs as a percentage of revenues in our core laundry operations.

Selling and Administrative Expense

Our selling and administrative expense decreased as a percentage of revenues to 18.4%, or $59.1 million, for the thirteen weeks ended May 26, 2012, from 20.9%, or $60.9 million, for the thirteen weeks ended May 28, 2011. This decrease was primarily due to a settlement we entered into during the thirteen weeks ended May 26, 2012 related to environmental litigation. As a result of the settlement, we recognized a gain in our fiscal third quarter of approximately $6.7 million. Excluding the effect of this settlement, selling and administrative costs would have decreased to 20.5% of revenues, primarily due to lower payroll costs as a percentage of revenues due to the strong revenue growth we experienced in the thirteen weeks ended May 26, 2012, offset in part by costs we incurred associated with our company-wide initiative to update our customer service systems.

Depreciation and Amortization

Our depreciation and amortization expense was $16.7 million, or 5.2% of revenues, for the thirteen weeks ended May 26, 2012 compared to $16.4 million, or 5.6% of revenues, for the thirteen weeks ended May 28, 2011. Depreciation and amortization expense increased due to capital expenditure and acquisition activity in earlier periods but decreased as a percentage of revenues due to the strong revenue growth we experienced in the thirteen weeks ended May 26, 2012.

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