form10q-3q2012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549

FORM 10-Q

x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   
SECURITIES EXCHANGE ACT OF 1934
     
   
For the quarterly period ended May 26, 2012
     
   
OR
     
o
 
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
 
(I.R.S. Employer
Incorporation or Organization)
 
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)

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   ü                       No     

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).       

Yes   ü      No     

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

Large accelerated filer   ü       Accelerated filer            Smaller Reporting Company           Non-accelerated filer     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                          No   ü 

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 at June 29, 2012 were 15,051,369 and 4,885,277, respectively.
 
 
 
 

 

UniFirst Corporation
Quarterly Report on Form 10-Q
For the Quarter ended May 26, 2012

Table of Contents
     
   
     
   
     
Consolidated Statements of Income for the Thirteen and Thirty-nine Weeks ended May 26, 2012 and May 28, 2011
   
     
Consolidated Balance Sheets as of May 26, 2012 and August 27, 2011
   
     
Consolidated Statements of Cash Flows for the Thirty-nine Weeks ended May 26, 2012 and May 28, 2011
   
     
   
     
   
     
   
     
   
     
   
     
Item 1 – Legal Proceedings
   
     
Item 1A – Risk Factors
   
     
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
   
     
Item 3 – Defaults Upon Senior Securities
   
     
Item 4 – Mine Safety Disclosures
   
     
Item 5 – Other Information
   
     
   
     
   
     
Exhibit Index
   
     
Certifications
   
   
   
   
   

 
 

 

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

UniFirst Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

   
Thirteen weeks ended
   
Thirty-nine weeks ended
   
May 26,
 
May 28,
 
May 26,
May 28,
(In thousands, except per share data)
   
2012
     
2011
     
2012
   
2011
 
                               
Revenues
 
$
320,931
   
$
291,567
   
$
943,915
 
$
843,252
 
                               
Operating expenses:
                             
Cost of revenues (1)
   
202,433
     
185,217
     
599,009
   
524,685
 
Selling and administrative expenses (1)
   
59,108
     
60,852
     
179,429
   
174,649
 
Depreciation and amortization
   
16,718
     
16,365
     
49,615
   
47,942
 
 Total operating expenses
   
278,259
     
262,434
     
828,053
   
747,276
 
                               
Income from operations
   
42,672
     
29,133
     
115,862
   
95,976
 
                               
Other (income) expense:
                             
Interest expense
   
511
     
1,586
     
1,639
   
5,991
 
Interest income
   
(656
)
   
(616
)
   
(2,036
)
 
(1,852
)
Exchange rate loss (gain)
   
457
     
(291
)
   
1,028
   
(682
)
 Total other expense
   
312
     
679
     
631
   
3,457
 
                               
Income before income taxes
   
42,360
     
28,454
     
115,231
   
92,519
 
Provision for income taxes
   
14,901
     
10,023
     
42,774
   
34,047
 
                               
Net income
 
$
27,459
   
$
18,431
   
$
72,457
 
$
58,472
 
                               
Income per share – Basic:
                             
Common Stock
 
$
1.45
   
0.98
   
$
3.83
 
$
3.10
 
Class B Common Stock
 
$
1.16
   
0.78
   
$
3.06
 
$
2.48
 
                               
Income per share – Diluted:
                             
Common Stock
 
$
1.37
   
$
0.93
   
$
3.63
 
$
2.94
 
                               
Income allocated to – Basic:
                             
Common Stock
 
$
21,587
   
$
14,453
   
$
56,926
 
$
45,810
 
Class B Common Stock
 
$
5,381
   
$
3,635
   
$
14,214
 
$
11,555
 
                               
Income allocated to – Diluted:
                             
Common Stock
 
$
26,993
   
$
18,105
   
$
71,205
 
$
57,420
 
                               
Weighted average number of shares outstanding – Basic:
                             
Common Stock
   
14,905
     
14,810
     
14,872
   
14,780
 
Class B Common Stock
   
4,644
     
4,656
     
4,642
   
4,660
 
                               
Weighted average number of shares outstanding – Diluted:
                             
Common Stock
   
19,646
     
19,549
     
19,600
   
19,522
 
                               
Dividends per share:
                             
Common Stock
 
$
0.0375
   
$
0.0375
   
$
0.1125
 
$
0.1125
 
Class B Common Stock
 
$
0.0300
   
$
0.0300
   
$
0.0900
 
$
0.0900
 

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


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

 
 
 

 

UniFirst Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

(In thousands, except share data)
 
May 26,
2012
   
August 27,
2011(a)
 
Assets
           
Current Assets:
           
Cash and cash equivalents
  $ 78,821     $ 48,812  
Receivables, less reserves of $8,186 and $4,201, respectively
    140,140       128,377  
Inventories
    76,291       76,460  
Rental merchandise in service
    140,327       126,536  
Prepaid and deferred income taxes
    7,232       11,358  
Prepaid expenses
    8,506       3,647  
                 
Total current assets
    451,317       395,190  
                 
Property, plant and equipment:
               
Land, buildings and leasehold improvements
    350,698       346,738  
Machinery and equipment
    419,581       393,530  
Motor vehicles
    140,975       129,762  
                 
 Total property, plant and equipment
    911,254       870,030  
Less -- accumulated depreciation
    501,206       474,963  
                 
 Total property, plant and equipment, net
    410,048       395,067  
                 
Goodwill
    287,982       288,249  
Customer contracts, net
    50,706       57,890  
Other intangible assets, net
    2,182       3,015  
Other assets
    2,178       2,109  
 Total assets
  $ 1,204,413     $ 1,141,520  
                 
Liabilities and shareholders' equity
               
Current liabilities:
               
Current maturities of long-term debt
  $ 4,492     $ 20,133  
Accounts payable
    58,492       56,064  
Accrued liabilities
    76,328       76,630  
Accrued income taxes
    2,569        
                 
Total current liabilities
    141,881       152,827  
                 
Long-term liabilities:
               
Long-term debt, net of current maturities
    100,157       100,163  
Accrued liabilities
    43,124       39,698  
Accrued and deferred income taxes
    50,198       50,890  
                 
Total long-term liabilities
    193,479       190,751  
                 
Commitments and contingencies (Note 9)
               
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; 15,050,869 and 14,987,371 issued and outstanding, respectively
    1,505       1,499  
Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 4,885,277 and 4,887,777 issued and outstanding, respectively
    488       488  
Capital surplus
    40,648       33,588  
Retained earnings
    822,856       752,530  
Accumulated other comprehensive income
    3,556       9,837  
                 
Total shareholders' equity
    869,053       797,942  
                 
 Total liabilities and shareholders’ equity
  $ 1,204,413     $ 1,141,520  

(a) Derived from audited financial statements
 
The accompanying notes are an integral part of these
Consolidated Financial Statements.
 
 
 
 

 

UniFirst Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

Thirty-nine weeks ended
(In thousands)
 
May 26,
2012
   
May 28,
2011
 
Cash flows from operating activities:
           
Net income
  $ 72,457     $ 58,472  
Adjustments to reconcile net income to cash provided by operating activities:
               
  Depreciation
    41,644       40,171  
  Amortization of intangible assets
    7,971       7,771  
  Amortization of deferred financing costs
    178       202  
  Share-based compensation
    5,202       5,180  
  Accretion on environmental contingencies
    474       511  
  Accretion on asset retirement obligations
    473       442  
  Deferred income taxes
    362       5,598  
  Changes in assets and liabilities, net of acquisitions:
               
     Receivables
    (12,985 )     (20,434 )
     Inventories
    (320 )     (18,835 )
     Rental merchandise in service
    (14,475 )     (25,653 )
     Prepaid expenses
    (4,870 )     (2,416 )
     Accounts payable
    2,629       4,264  
     Accrued liabilities
    2,411       4,398  
     Prepaid and accrued income taxes
    5,666       (3,718 )
Net cash provided by operating activities
    106,817       55,953  
                 
Cash flows from investing activities:
               
  Acquisition of businesses, net of cash acquired
          (17,317 )
  Capital expenditures
    (59,325 )     (49,416 )
  Other
    (436 )     (544 )
Net cash used in investing activities
    (59,761 )     (67,277 )
                 
Cash flows from financing activities:
               
  Proceeds from long-term debt
    40,410        
  Payments on long-term debt
    (55,845 )     (1,404 )
  Payment of deferred financing costs
          (975 )
  Proceeds from exercise of Common Stock options
    2,000       1,164  
  Payment of cash dividends
    (2,129 )     (2,122 )
Net cash used in financing activities
    (15,564 )     (3,337 )
                 
Effect of exchange rate changes
    (1,483 )     2,411  
                 
Net increase (decrease) in cash and cash equivalents
    30,009       (12,250 )
Cash and cash equivalents at beginning of period
    48,812       121,258  
                 
Cash and cash equivalents at end of period
  $ 78,821     $ 109,008  


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

 
 

 

UniFirst Corporation and Subsidiaries
Notes to Consolidated Financial Statements

1. Basis of Presentation

These Consolidated Financial Statements of UniFirst Corporation (the “Company”) have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the information furnished reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.

It is suggested that these Consolidated Financial Statements be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 27, 2011. There have been no material changes in the accounting policies followed by the Company during the current fiscal year. Results for an interim period are not indicative of any future interim periods or for an entire fiscal year.

2. Recent Accounting Pronouncements
 
In May 2011, the FASB issued updated accounting guidance to amend existing requirements for fair value measurements and disclosures.  The guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value but whose fair value must be disclosed.  It also clarifies and expands upon existing requirements for fair value measurements of financial assets and liabilities as well as instruments classified in shareholders’ equity.  The guidance is effective for interim and annual financial periods beginning after December 15, 2011.  The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
 
In June 2011, the FASB issued updated accounting guidance that improves the comparability, consistency, and transparency of financial reporting and increases the prominence of items reported in other comprehensive income by eliminating the option to present components of other comprehensive income as part of the statement of changes in shareholders’ equity.  The amendments to the existing standard require that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The amendments to the existing standard do not change the current option for presenting components of other comprehensive income (“OCI”) gross or net of the effect of income taxes, provided that such tax effects are presented in the statement in which OCI is presented or disclosed in the notes to the financial statements.  Additionally, the standard does not affect the calculation or reporting of earnings per share.  This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2011 and is to be applied retrospectively, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
 
In September 2011, the FASB issued updated guidance intended to simplify how entities, both public and nonpublic, test for goodwill and impairment.  This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test.  Also, the guidance improves the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test.  This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted.  The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
 
In September 2011, the FASB issued updated guidance applicable to nongovernmental employers that participate in multiemployer pension and other postretirement benefit plans. The revised accounting rules will require enhanced disclosures relating to an employer’s participation in a multiemployer pension plan, but more limited disclosures for multiemployer plans that provide postretirement benefits other than pensions. This guidance is effective for fiscal years ending after December 15, 2011, with early adoption permitted.  The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
 
In December 2011, the FASB issued updated guidance that requires companies with financial instruments and derivative instruments that are offset on the balance sheet or subject to a master netting arrangement to provide additional disclosures regarding the instrument’s impact on a company’s financial position.  This guidance is effective for interim and annual fiscal periods beginning on or after January 1, 2013.  The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
 
3. Acquisitions
 
During the thirty-nine weeks ended May 26, 2012, the Company acquired no businesses. Whenever the Company acquires a business, consistent with current accounting guidance, the results of operations of the acquisition are included in the Company’s consolidated financial results from the date of the acquisition.

4. Fair Value Measurements

US GAAP establishes a framework for measuring fair value and establishes disclosure requirements about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The fair value hierarchy prescribed under US GAAP contains three levels as follows:

  Level 1 –  
Quoted prices in active markets for identical assets or liabilities.

  Level 2 –  
Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

  Level 3 –  
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

All financial assets or liabilities that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date.  The assets or liabilities measured at fair value on a recurring basis are summarized in the table below (in thousands):

   
As of May 26, 2012
 
   
Level 1
   
Level 2
   
Level 3
   
Fair Value
 
Assets:
                       
Cash equivalents
  $ 33,660     $     $     $ 33,660  
     Total
  $ 33,660     $     $     $ 33,660  
                                 
The Company’s cash equivalents listed above represent money market securities and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company does not adjust the quoted market price for such financial instruments.

5. Derivative Instruments and Hedging Activities

In January 2008, the Company entered into an interest rate swap agreement to manage its exposure to interest rate movements and the related effect on its variable rate debt. The Company concluded that the interest rate swap met the criteria to qualify as a cash flow hedge under US GAAP. Accordingly, the Company reflected all changes in the fair value of the swap agreement in accumulated other comprehensive income, a component of shareholders’ equity. The swap agreement, with a notional amount of $100.0 million, matured on March 14, 2011. The Company paid a fixed rate of 3.51% and received a variable rate tied to the three month LIBOR rate.

The Company recorded any realized gains or losses from its interest rate swap as an adjustment to interest expense in its Consolidated Statements of Income.  For the thirteen weeks ended May 28, 2011, the Company reclassified a loss from accumulated other comprehensive income into interest expense totaling $0.1 million.  For the thirty-nine weeks ended May 28, 2011, the Company reclassified a loss from accumulated other comprehensive income into interest expense totaling $1.8 million.

As of May 26, 2012 and August 27, 2011, there were no fair value amounts recorded by the Company related to this agreement as it matured on March 14, 2011.  As of May 26, 2012, we had no outstanding derivative instruments.

6. Employee Benefit Plans

Defined Contribution Retirement Savings Plan

The Company has a defined contribution retirement savings plan with a 401(k) feature for all eligible employees not under collective bargaining agreements. The Company matches a portion of the employee’s contribution and can make an additional contribution at its discretion. Contributions charged to expense under the plan for the thirteen weeks ended May 26, 2012 and May 28, 2011 were $2.9 million and $2.7 million, respectively. Contributions charged to expense under the plan for the thirty-nine weeks ended May 26, 2012 and May 28, 2011 were $8.7 million and $7.9 million, respectively.

Pension Plans and Supplemental Executive Retirement Plans

The Company maintains an unfunded Supplemental Executive Retirement Plan for certain eligible employees of the Company, a non-contributory defined benefit pension plan covering union employees at one of its locations, and a frozen pension plan the Company assumed in connection with its acquisition of Textilease Corporation in fiscal 2004. The amount charged to expense related to these plans for both the thirteen weeks ended May 26, 2012 and May 28, 2011 was $0.5 million. The amounts charged to expense related to these plans for the thirty-nine weeks ended May 26, 2012 and May 28, 2011 were $1.6 million and $1.5 million, respectively.
 
7. Net Income Per Share
 
The Company calculates net income per share in accordance with US GAAP, which requires the Company to allocate income to its unvested participating securities as part of its earnings per share (“EPS”) calculations.  The following table sets forth the computation of basic earnings per share using the two-class method for amounts attributable to the Company’s shares of Common Stock and Class B Common Stock (in thousands, except per share data):

   
Thirteen weeks ended
   
Thirty-nine weeks ended
 
   
May 26,
   
May 28,
   
May 26,
   
May 28,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net income
  $ 27,459     $ 18,431     $ 72,457     $ 58,472  
                                 
Allocation of net income for Basic:
                               
Common Stock
  $ 21,587     $ 14,453     $ 56,926     $ 45,810  
Class B Common Stock
    5,381       3,635       14,214       11,555  
Unvested participating shares
    491       343       1,317       1,107  
    $ 27,459     $ 18,431     $ 72,457     $ 58,472  
                                 
Weighted average number of shares for Basic:
                               
Common Stock
    14,905       14,810       14,872       14,780  
Class B Common Stock
    4,644       4,656       4,642       4,660  
Unvested participating shares
    387       401       393       407  
      19,936       19,867       19,907       19,847  
                                 
Earnings per share for Basic:
                               
Common Stock
  $ 1.45     $ 0.98     $ 3.83     $ 3.10  
Class B Common Stock
  $ 1.16     $ 0.78     $ 3.06     $ 2.48  
                                 

For diluted EPS, the Company is required to calculate diluted EPS for Common Stock using the more dilutive of the following two methods:

 
 
The treasury stock method; or
 
 
 
The two-class method assuming a participating security is not exercised or converted.
 
For the thirteen and thirty-nine weeks ended May 26, 2012, the Company’s diluted EPS assumes the conversion of all vested Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares as follows (in thousands, except per share data):

   
Thirteen weeks
   
Thirty-nine weeks
 
   
ended May 26, 2012
   
ended May 26, 2012
 
   
Earnings
               
Earnings
             
   
to Common
   
Common
         
to Common
   
Common
       
   
Shareholders
   
Shares
   
EPS
   
Shareholders
   
Shares
   
EPS
 
                                     
As reported - Basic
  $ 21,587       14,905     $ 1.45     $ 56,926       14,872     $ 3.83  
                                                 
Add: effect of dilutive potential common shares
                                               
Share-based awards
          97                     86          
Class B Common Stock
    5,381       4,644               14,214       4,642          
                                                 
Add: Undistributed earnings allocated to
                                               
unvested participating shares
    478                     1,279                
                                                 
Less: Undistributed earnings reallocated to
                                               
unvested participating shares
    (453 )                   (1,214 )              
                                                 
Diluted EPS – Common Stock
  $ 26,993       19,646     $ 1.37     $ 71,205       19,600     $ 3.63  

Share-based awards that would result in the issuance of 18,056 and 19,786 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen and thirty-nine weeks ended May 26, 2012, respectively, because they were anti-dilutive.

For the thirteen and thirty-nine weeks ended May 28, 2011, the Company’s diluted EPS assumes the conversion of all vested Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares as follows (in thousands, except per share data):

   
Thirteen weeks
   
Thirty-nine weeks
 
   
ended May 28, 2011
   
ended May 28, 2011
 
   
Earnings
               
Earnings
             
   
to Common
   
Common
         
to Common
   
Common
       
   
Shareholders
   
Shares
   
EPS
   
Shareholders
   
Shares
   
EPS
 
                                     
As reported - Basic
  $ 14,453       14,810     $ 0.98     $ 45,810       14,780     $ 3.10  
                                                 
Add: effect of dilutive potential common shares
                                               
Share-based awards
          83                     82          
Class B Common Stock
    3,635       4,656               11,555       4,660          
                                                 
Add: Undistributed earnings allocated to
                                               
unvested participating shares
    330                     1,067                
                                                 
Less: Undistributed earnings reallocated to
                                               
unvested participating shares
    (313 )                   (1,012 )              
                                                 
Diluted EPS – Common Stock
  $ 18,105       19,549     $ 0.93     $ 57,420       19,522     $ 2.94  

Share-based awards that would result in the issuance of 23,549 and 116,852 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen and thirty-nine weeks ended May 28, 2011, respectively, because they were anti-dilutive.

8. Asset Retirement Obligations

The Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company continues to depreciate, on a straight-line basis, the amount added to property, plant and equipment and recognizes accretion expense in connection with the discounted liability over the various remaining lives which range from approximately one to thirty-two years.

A reconciliation of the Company’s asset retirement liability is as follows (in thousands):

     
May 26,
2012
 
Beginning balance as of August 27, 2011
 
$
9,488
 
Accretion expense
   
473
 
Ending balance as of May 26, 2012
 
$
9,961
 

Asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheet.

9. Commitments and Contingencies

The Company and its operations are subject to various federal, state and local laws and regulations governing, among other things, the generation, handling, storage, transportation, treatment and disposal of hazardous waste and other substances. In particular, industrial laundries use and must dispose of detergent waste water and other residues, and, in the past used perchloroethylene and other dry cleaning solvents.  The Company is attentive to the environmental concerns surrounding the disposal of these materials and has, through the years, taken measures to avoid their improper disposal. In the past, the Company has settled, or contributed to the settlement of, actions or claims brought against the Company relating to the disposal of hazardous materials and there can be no assurance that the Company will not have to expend material amounts to remediate the consequences of any such disposal in the future.

US 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. The Company regularly consults with attorneys and outside consultants in its consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory orders or decrees, management’s estimates of costs, insurance proceeds, participation by other parties, the timing of payments and the input of outside consultants and attorneys based on changing legal or factual circumstances could have a material impact on the amounts recorded for 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 the Company under such laws or expose the Company to third-party actions such as tort suits. The Company continues to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to sites located in or related to Woburn, Massachusetts, Somerville, Massachusetts, Springfield, Massachusetts, Uvalde, Texas, Stockton, California, three sites related to former operations in Williamstown, Vermont, as well as sites located in Goldsboro, North Carolina, Wilmington, North Carolina and Landover, Maryland.

The Company has accrued certain costs related to the sites described above as it has been determined that the costs are probable and can be reasonably estimated. The Company continues to implement mitigation measures and to monitor environmental conditions at the Somerville, Massachusetts site. The Company also has potential exposure related to an additional parcel of land (the "Central Area") related to the Woburn, Massachusetts site discussed above. Currently, the consent decree for the Woburn site does not define or require any remediation work in the Central Area. The United States Environmental Protection Agency (the "EPA") has provided the Company 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 Company, 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.  The Company has accrued costs to perform certain work responsive to EPA's comments.  In addition, in April 2011, the Company received a request from the EPA under the Clean Air Act for information regarding its handling of and operations with respect to the laundering of soiled towels.  The Company has responded to this request.

The Company routinely reviews and evaluates sites that may require remediation and monitoring and determines its estimated costs based on various estimates and assumptions. These estimates are developed using its internal sources or by third party environmental engineers or other service providers. Internally developed estimates are based on:

 
 
Management’s judgment and experience in remediating and monitoring the Company’s sites;
 
 
 
Information available from regulatory agencies as to costs of remediation and monitoring;
 
 
 
The number, financial resources and relative degree of responsibility of other potentially responsible parties (PRPs) who may be liable for remediation and monitoring of a specific site; and
 
 
 
The typical allocation of costs among PRPs.

There is usually a range of reasonable estimates of the costs associated with each site. The Company’s accruals reflect the amount within the range that constitutes its best estimate. Where it believes that both the amount of a particular liability and the timing of the payments are reliably determinable, the Company adjusts the cost in current dollars using a rate of 3% for inflation until the time of expected payment and discounts the cost to present value using current risk-free interest rates.  As of May 26, 2012, the risk-free interest rates utilized by the Company ranged from 1.8% to 2.9%.

For environmental liabilities that have been discounted, the Company includes interest accretion, based on the effective interest method, in selling and administrative expenses on the Consolidated Statements of Income.  The changes to the Company’s environmental liabilities for the thirty-nine weeks ended May 26, 2012 are as follows (in thousands):

     
May 26,
2012
 
Beginning balance as of August 27, 2011
 
$
18,368
 
Costs incurred for which reserves have been provided
   
(925
)
Insurance proceeds received
   
170
 
Interest accretion
   
474
 
Change in discount rates
   
1,233
 
         
Balance as of May 26, 2012
 
$
19,320
 

Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of May 26, 2012, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below.

(In thousands)
 
2012
   
2013
   
2014
   
2015
   
2016
   
Thereafter
   
Total
 
Estimated costs – current dollars
  $ 3,421     $ 2,366     $ 1,766     $ 919     $ 766     $ 12,386     $ 21,624  
                                                         
Estimated insurance proceeds
          (173 )     (159 )     (173 )     (159 )     (1,893 )     (2,557 )
                                                         
Net anticipated costs
  $ 3,421     $ 2,193     $ 1,607     $ 746     $ 607     $ 10,493     $ 19,067  
                                                         
Effect of inflation
                                                    7,459  
Effect of discounting
                                                    (7,206 )
                                                         
Balance as of May 26, 2012
                                                  $ 19,320  

Estimated insurance proceeds are primarily received from an annuity received as part of a 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 three sites related to former operations in Williamstown, Vermont. 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 26, 2012, the balance in this escrow account, which is held in a trust and is not recorded in the Company’s Consolidated Balance Sheet, was approximately $3.2 million. Also included in estimated insurance proceeds are amounts the Company is entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at the site in Uvalde, Texas.

The Company’s nuclear garment decontamination facilities are licensed by the Nuclear Regulatory Commission (“NRC”), or, in certain cases, by the applicable state agency, and are subject to regulation by federal, state and local authorities. There can be no assurance that such regulation will not lead to material disruptions in the Company’s garment decontamination business.

From time to time, the Company is also subject to legal proceedings and claims arising from the conduct of its business operations, including litigation related to charges for certain ancillary services on invoices, personal injury claims, customer contract matters, employment claims and environmental matters as described above.

While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, the Company believes that the aggregate amount of such liabilities, if any, in excess of amounts accrued or covered by insurance, will not have a material adverse effect on the consolidated financial position and/or results of operations of the Company. It is possible, however, that future financial position or results of operations for any particular period could be materially affected by changes in the Company’s assumptions or strategies related to these contingencies or changes out of the Company’s control.

On March 27, 2012, the Company entered into a settlement related to environmental litigation.  As a result of the settlement, the Company recognized a gain of approximately $6.7 million, which was recorded as a reduction of selling and administrative expenses, in the Company’s fiscal third quarter.  Such gain consists of contingent amounts previously received but not recognized into income as well as amounts that the Company received during the third quarter.

10. Income Taxes

The Company’s effective income tax rate was 35.2% and 37.1% for the thirteen and thirty-nine weeks ended May 26, 2012, respectively, as compared to 35.2% and 36.8% for the thirteen and thirty-nine weeks ended May 28, 2011, respectively.  The increase in the effective income tax rate for the thirty-nine weeks ended May 26, 2012 was due to the fact that the 2011 rate benefited from the reversal of tax contingency reserves related to the resolution of certain state tax audits.  The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods.  During the thirty-nine weeks ended May 26, 2012, there were no material changes in the amount of unrecognized tax benefits or the amount accrued for interest and penalties.

U.S. and Canadian federal income tax statutes have lapsed for filings up to and including fiscal years 2007 and 2004, respectively. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods prior to fiscal 2006.  The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months.

11. Long-Term Debt

On May 5, 2011, the Company entered into a $250.0 million unsecured revolving credit agreement (the “Credit Agreement”) with a syndicate of banks, which matures on May 4, 2016.  Under the Credit Agreement, the Company is able to borrow funds at variable interest rates based on, at the Company’s election, the Eurodollar rate or a base rate, plus in each case a spread based on the Company’s consolidated funded debt ratio.  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.  The Company tests its compliance with these financial covenants on a fiscal quarterly basis. At May 26, 2012, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as LIBOR plus 100 basis points at the time of the respective borrowing.  As of May 26, 2012, the Company had no outstanding borrowings, letters of credit amounting to $43.5 million and $206.5 million available for borrowing under the Credit Agreement.

Prior to May 5, 2011, the Company had a $225.0 million unsecured revolving credit agreement (the “Prior Credit Agreement”) with a syndicate of banks, which was scheduled to mature on September 13, 2011.  In connection with the Company's entry into the Credit Agreement, the Company terminated the Prior Credit Agreement.

On September 14, 2006, the Company issued $100.0 million of floating rates notes (“Floating Rate Notes”) pursuant to a Note Purchase Agreement (“2006 Note Agreement”).  The Floating Rate Notes mature on September 14, 2013, bear interest at LIBOR plus 50 basis points and may be repaid at face value two years from the date of issuance.

As of May 26, 2012, the Company was in compliance with all covenants under the Credit Agreement and the 2006 Note Agreement.

12. Other Comprehensive Income

The components of other comprehensive income are as follows (in thousands):

     
Thirteen weeks ended
     
Thirty-nine weeks ended
 
     
May 26,
     
May 28,
     
May 26,
     
May 28,
 
     
2012
     
2011
     
2012
     
2011
 
                                 
Net income
 
$
27,459
   
$
18,431
   
$
72,457
   
$
58,472
 
Other comprehensive income, net of tax:
                               
Foreign currency translation adjustments
   
(3,971
)
   
647
     
(6,281
)
   
7,445
 
Interest rate swap
   
     
76
     
     
993
 
                                 
Comprehensive income
 
$
23,488
   
$
19,154
   
$
66,176
   
$
66,910
 

13. Segment Reporting

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision maker is the Company’s chief executive officer. The Company has six operating segments based on the information reviewed by its chief executive officer: US Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Corporate, Specialty Garments Rental and Cleaning (“Specialty Garments”) and First Aid. The US Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form the US and Canadian Rental and Cleaning reporting segment, and as a result, the Company has five reporting segments.

The US and Canadian Rental and Cleaning reporting segment purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the United States and Canada.  The laundry locations of the US and Canadian Rental and Cleaning reporting segment are referred to by the Company as “industrial laundries” or “industrial laundry locations.”

The MFG operating segment designs and manufactures uniforms and non-garment items solely for the purpose of providing these goods to the US and Canadian Rental and Cleaning reporting segment. MFG revenues are generated when goods are shipped from the Company’s manufacturing facilities, or its subcontract manufacturers, to other Company locations. These revenues are recorded at a transfer price which is typically in excess of the actual manufacturing cost. Products are carried in inventory and subsequently placed in service and amortized at this transfer price. On a consolidated basis, intercompany revenues and income are eliminated and the carrying value of inventories and rental merchandise in service is reduced to the manufacturing cost.  Income before income taxes from MFG net of the intercompany MFG elimination offsets the merchandise amortization costs incurred by the US and Canadian Rental and Cleaning reporting segment as the merchandise costs of this reporting segment are amortized and recognized based on inventories purchased from MFG at the transfer price which is above the Company’s manufacturing cost.

The Corporate operating segment consists of costs associated with the Company’s distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense. The revenues generated from the Corporate operating segment represent certain direct sales made by the Company directly from its distribution center. The products sold by this operating segment are the same products rented and sold by the US and Canadian Rental and Cleaning reporting segment. In the table below, no assets or capital expenditures are presented for the Corporate operating segment because no assets are allocated to this operating segment in the information reviewed by the chief executive officer. However, depreciation and amortization expense related to certain assets are reflected in income from operations and income before income taxes for the Corporate operating segment. The assets that give rise to this depreciation and amortization are included in the total assets of the US and Canadian Rental and Cleaning reporting segment as this is how they are tracked and reviewed by the Company.  The majority of expenses accounted for within the Corporate segment relate to costs of the US and Canadian Rental and Cleaning segment, with the remainder of the costs relating to the Specialty Garment and First
Aid segments.

The Specialty Garments operating segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear and cleanroom applications. The First Aid operating segment sells first aid cabinet services and other safety supplies.

The Company refers to the US and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as its “core laundry operations,” which is included as a subtotal in the following tables (in thousands):


 
US and
               
 
Canadian
     
Subtotal
       
 
Rental and
 
Net Interco
 
Core Laundry
Specialty
     
Thirteen weeks ended
Cleaning
MFG
MFG Elim
Corporate
Operations
Garments
First Aid
Total
 
 
                                               
May 26, 2012
                                               
Revenues
$
277,871
 
$
39,954
 
$
(39,954
)
$
3,270
 
$
281,141
 
$
29,263
 
$
10,527
 
$
320,931
 
                                                 
Income (loss) from operations
$
42,538
 
$
13,076
 
$
(2,054
)
$
(17,285
)
$
36,275
 
$
5,033
 
$
1,364
 
$
42,672
 
                                                 
Interest (income)  expense, net
$
(770
)
$
 
$
 
$
625
 
$
(145
)
$
 
$
 
$
(145
)
                                                 
Income (loss) before taxes
$
43,311
 
$
13,117
 
$
(2,053
)
$
(17,974
)
$
36,401
 
$
4,595
 
$
1,364
 
$
42,360
 
                                                 
 
                                               
May 28, 2011
                                               
Revenues
$
248,826
 
$
43,124
 
$
(43,124
)
$
3,226
 
$
252,052
 
$
30,575
 
$
8,940
 
$
291,567
 
                                                 
Income (loss) from operations
$
32,511
 
$
11,939
 
$
(1,733
)
$
(20,212
)
$
22,505
 
$
5,685
 
$
943
 
$
29,133
 
                                                 
Interest (income)  expense, net
$
(567
)
$
 
$
 
$
1,537
 
$
970
 
$
 
$
 
$
970
 
                                                 
Income (loss) before taxes
$
33,094
 
$
11,894
 
$
(1,733
)
$
(21,679
)
$
21,576
 
$
5,935
 
$
943
 
$
28,454
 

 
 
US and
               
 
Canadian
     
Subtotal
       
 
Rental and
 
Net Interco
 
Core Laundry
Specialty
     
Thirty-nine weeks ended
Cleaning
MFG
MFG Elim
Corporate
Operations
Garments
First Aid
Total
 
                                                 
May 26, 2012
                                               
Revenues
$
820,823
 
$
116,332
 
$
(116,332
)
$
9,838
 
$
830,661
 
$
83,032
 
$
30,222
 
$
943,915
 
                                                 
Income (loss) from operations
$
121,307
 
$
35,576
 
$
(2,153
)
$
(56,024
)
$
98,706
 
$
14,175
 
$
2,981
 
$
115,862
 
                                                 
Interest (income)  expense, net
$
(1,877
)
$
 
$
 
$
1,480
 
$
(397
)
$
 
$
 
$
(397
)
                                                 
Income (loss) before taxes
$
123,176
 
$
35,635
 
$
(2,152
)
$
(57,577
)
$
99,082
 
$
13,168
 
$
2,981
 
$
115,231
 
                                                 
 
                                               
May 28, 2011
                                               
Revenues
$
729,324
 
$
115,709
 
$
(115,709
)
$
8,287
 
$
737,611
 
$
79,902
 
$
25,739
 
$
843,252
 
                                                 
Income (loss) from operations
$
107,497
 
$
37,387
 
$
(8,531
)
$
(56,356
)
$
79,997
 
$
13,442
 
$
2,537
 
$
95,976
 
                                                 
Interest (income)  expense, net
$
(1,680
)
$
 
$
 
$
5,819
 
$
4,139
 
$
 
$
 
$
4,139
 
                                                 
Income (loss) before taxes
$
109,177
 
$
37,239
 
$
(8,531
)
$
(62,101
)
$
75,784
 
$
14,198
 
$
2,537
 
$
92,519
 

 
 

 

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 expenses
 
278,259
86.7
   
262,434
90.0
 
6.0
     
828,053
 
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.

Income from Operations

For the thirteen weeks ended May 26, 2012 and May 28, 2011, changes in our revenues and costs as discussed above resulted in the following changes in our income from operations:

   
May 26,
   
May 28,
   
Dollar
   
Percent
 
(In thousands, except percentages)
 
2012
   
2011
   
Change
   
Change
 
                         
   Core Laundry Operations
  $ 36,275     $ 22,505     $ 13,770       61.2 %
   Specialty Garments
    5,033       5,685       (652 )     -11.5  
   First Aid
    1,364       943       421       44.7  
Consolidated total
  $ 42,672     $ 29,133     $ 13,539       46.5 %

Other (Income) Expense

Other (income) expense, which includes interest expense, interest income and foreign currency exchange (gain) loss, reflected expense of $0.3 million for the thirteen weeks ended May 26, 2012, as compared to expense of $0.7 million for the thirteen weeks ended May 28, 2011.  The decrease was due to net interest expense in the thirteen weeks ended May 28, 2011 of $1.0 million compared to net interest income of $0.1 million in the thirteen weeks ended May 26, 2012. This decrease was primarily due to our repayment of $75.0 million in fixed-rate notes in June 2011 as well as the effect of an interest rate swap that matured in March 2011. The benefit related to lower net interest expense was partially offset by foreign exchange losses of $0.5 million in the thirteen-weeks ended May 26, 2012 compared to foreign exchange gains of $0.3 million in the comparable period of fiscal 2011.

Provision for Income Taxes

Our effective income tax rate was 35.2% for the thirteen weeks ended May 26, 2012, which was consistent with the comparable period in 2011 when our effective tax rate was also 35.2%.

Thirty-nine weeks ended May 26, 2012 compared with thirty-nine weeks ended May 28, 2011

Revenues

   
May 26,
   
May 28,
   
Dollar
   
Percent
 
(In thousands, except percentages)
 
2012
   
2011
   
Change
   
Change
 
                         
   Core Laundry Operations
  $ 830,661     $ 737,611     $ 93,050       12.6 %
   Specialty Garments
    83,032       79,902       3,130       3.9  
   First Aid
    30,222       25,739       4,483       17.4  
Consolidated total
  $ 943,915