unf20140308_10q.htm

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 March 1, 2014

 
     
 

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

 

(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       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       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        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  

 

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 April 4, 2014 were 15,208,398 and 4,866,519, respectively.

 

 
 

 

 

UniFirst Corporation

Quarterly Report on Form 10-Q

For the Quarter ended March 1, 2014

 

Table of Contents

 

 

Part I – FINANCIAL INFORMATION

 

 

 

Item 1 – Financial Statements

 

 

 

Consolidated Statements of Income for the Thirteen and Twenty-six Weeks ended March 1, 2014 and February 23, 2013

 
   

Consolidated Statements of Comprehensive Income for the Thirteen and Twenty-six Weeks ended March 1, 2014 and February 23, 2013

 
   

Consolidated Balance Sheets as of March 1, 2014 and August 31, 2013

 

 

 

Consolidated Statements of Cash Flows for the Twenty-six Weeks ended March 1, 2014 and February 23, 2013

 

 

 

Notes to Consolidated Financial Statements

 

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

 

 

 

Item 4 – Controls and Procedures

 

 

 

Part II – OTHER INFORMATION

 

 

 

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

 
   

Item 6 – Exhibits

 

 

 

Signatures

 
   

Exhibit Index

 
   

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

 

  

 
 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

UniFirst Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

 

   

Thirteen weeks ended

   

Twenty-six weeks ended

 

(In thousands, except per share data)

 

March 1,

2014

   

February 23,

2013

   

March 1,

2014

   

February 23,

2013

 
                                 

Revenues

  $ 343,967     $ 334,306     $ 690,671     $ 666,875  
                                 

Operating expenses:

                               

Cost of revenues (1)

    215,560       208,421       423,697       409,972  

Selling and administrative expenses (1)

    69,853       65,817       135,482       130,105  

Depreciation and amortization

    17,830       17,179       35,128       33,950  

Total operating expenses

    303,243       291,417       594,307       574,027  
                                 

Income from operations

    40,724       42,889       96,364       92,848  
                                 

Other (income) expense:

                               

Interest expense

    216       400       424       860  

Interest income

    (877

)

    (924

)

    (1,642

)

    (1,691

)

Exchange rate loss

    161       198       2       38  

Total other (income) expense

    (500

)

    (326

)

    (1,216

)

    (793

)

                                 

Income before income taxes

    41,224       43,215       97,580       93,641  

Provision for income taxes

    15,577       16,573       37,471       36,239  
                                 

Net income

  $ 25,647     $ 26,642     $ 60,109     $ 57,402  
                                 

Income per share – Basic:

                               

Common Stock

  $ 1.34     $ 1.40     $ 3.15     $ 3.02  

Class B Common Stock

  $ 1.08     $ 1.12     $ 2.52     $ 2.42  
                                 

Income per share – Diluted:

                               

Common Stock

  $ 1.27     $ 1.33     $ 2.98     $ 2.86  
                                 

Income allocated to – Basic:

                               

Common Stock

  $ 20,267     $ 20,963     $ 47,479     $ 45,155  

Class B Common Stock

  $ 5,041     $ 5,209     $ 11,836     $ 11,233  
                                 

Income allocated to – Diluted:

                               

Common Stock

  $ 25,326     $ 26,196     $ 59,357     $ 56,440  
                                 

Weighted average number of shares outstanding – Basic:

                               

Common Stock

    15,077       14,962       15,053       14,943  

Class B Common Stock

    4,687       4,647       4,690       4,647  
                                 

Weighted average number of shares outstanding – Diluted:

                               

Common Stock

    19,924       19,747       19,897       19,714  
                                 

Dividends per share:

                               

Common Stock

  $ 0.0375     $ 0.0375     $ 0.0750     $ 0.0750  

Class B Common Stock

  $ 0.0300     $ 0.0300     $ 0.0600     $ 0.0600  

 

(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 Statements of Comprehensive Income

(Unaudited)

 

   

Thirteen weeks ended

   

Twenty-six weeks ended

 

(In thousands)

 

March 1,

2014

   

February 23,

2013

   

March 1,

2014

   

February 23,

2013

 
                                 

Net Income

  $ 25,647     $ 26,642     $ 60,109     $ 57,402  
                                 

Other comprehensive (loss) income, net of tax:

                               

Foreign currency translation adjustments

    (4,207

)

    (2,815

)

    (4,415

)

    (2,490

)

Pension benefit liabilities, net (1)

                      50  
                                 

Other comprehensive (loss) income

    (4,207

)

    (2,815

)

    (4,415

)

    (2,440

)

                                 

Comprehensive income

    21,440       23,827       55,694       54,962  

 

 

(1) Net of less than $0.1 million of tax expense for the twenty-six weeks ended February 23, 2013.

 

 
 

 

 

UniFirst Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

 

(In thousands, except share data)

 

March 1,

2014

   

August 31,

2013(a)

 

Assets

               

Current Assets:

               

Cash and cash equivalents

  $ 157,242     $ 197,479  

Receivables, less reserves of $6,496 and $4,894, respectively

    151,344       142,217  

Inventories

    69,385       74,351  

Rental merchandise in service

    137,031       132,630  

Prepaid and deferred income taxes

          7,099  

Prepaid expenses

    9,119       7,618  
                 

Total current assets

    524,121       561,394  
                 

Property, plant and equipment:

               

Land, buildings and leasehold improvements

    386,513       376,222  

Machinery and equipment

    494,804       474,402  

Motor vehicles

    158,030       153,219  
                 

Total property, plant and equipment

    1,039,347       1,003,843  

Less -- accumulated depreciation

    568,539       546,157  
                 

Total property, plant and equipment, net

    470,808       457,686  
                 

Goodwill

    302,518       302,363  

Customer contracts, net

    43,389       47,397  

Other intangible assets, net

    1,519       1,947  

Deferred income taxes

    1,362       1,417  

Other assets

    2,270       2,658  

Total assets

  $ 1,345,987     $ 1,374,862  
                 

Liabilities and shareholders' equity

               

Current liabilities:

               

Loans payable and current maturities of long-term debt

  $ 8,913     $ 111,253  

Accounts payable

    58,406       54,221  

Accrued liabilities

    91,901       86,994  

Accrued and deferred income taxes

    14,207       12,506  
                 

Total current liabilities

    173,427       264,974  
                 

Long-term liabilities:

               

Long-term debt, net of current maturities

    155       155  

Accrued liabilities

    46,989       45,037  

Accrued and deferred income taxes

    52,361       51,298  
                 

Total long-term liabilities

    99,505       96,490  
                 

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; 15,205,928 and 15,129,524 issued and outstanding as of March 1, 2014 and August 31, 2013, respectively

    1,521       1,513  

Class B Common Stock, $0.10 par value; 20,000,000 shares authorized; 4,866,519 and 4,873,277 issued and outstanding as of March 1, 2014 and August 31, 2013, respectively

    487       487  

Capital surplus

    56,831       51,445  

Retained earnings

    1,017,186       958,508  

Accumulated other comprehensive (loss) income

    (2,970

)

    1,445  
                 

Total shareholders' equity

    1,073,055       1,013,398  
                 

Total liabilities and shareholders’ equity

  $ 1,345,987     $ 1,374,862  

 

(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)

 

Twenty-six weeks ended

(In thousands)

 

March 1,

2014

   

February 23,

2013

 

Cash flows from operating activities:

               

Net income

  $ 60,109     $ 57,402  

Adjustments to reconcile net income to cash provided by operating activities:

               

Depreciation

    30,465       29,000  

Amortization of intangible assets

    4,663       4,950  

Amortization of deferred financing costs

    104       119  

Share-based compensation

    3,388       3,697  

Accretion on environmental contingencies

    358       271  

Accretion on asset retirement obligations

    362       331  

Deferred income taxes

    (190

)

    77  

Changes in assets and liabilities, net of acquisitions:

               

Receivables

    (9,545

)

    (11,194

)

Inventories

    5,173       1,108  

Rental merchandise in service

    (4,960

)

    8,461  

Prepaid expenses

    (1,504

)

    (2,402

)

Accounts payable

    4,340       (3,236

)

Accrued liabilities

    6,248       6,414  

Prepaid and accrued income taxes

    10,094       (2,480

)

Net cash provided by operating activities

    109,105       92,518  
                 

Cash flows from investing activities:

               

Acquisition of businesses, net of cash acquired

    (681

)

    (1,550

)

Capital expenditures

    (44,087

)

    (50,756

)

Other

    401       (72

)

Net cash used in investing activities

    (44,367

)

    (52,378

)

                 

Cash flows from financing activities:

               

Proceeds from loans payable and long-term debt

    4,927       7,046  

Payments on loans payable and long-term debt

    (107,620

)

    (3,006

)

Proceeds from exercise of Common Stock options

    2,005       2,140  

Payment of cash dividends

    (1,428

)

    (1,424

)

Net cash (used in) provided by financing activities

    (102,116

)

    4,756  
                 

Effect of exchange rate changes

    (2,859

)

    (1,740

)

                 

Net (decrease) increase in cash and cash equivalents

    (40,237

)

    43,156  

Cash and cash equivalents at beginning of period

    197,479       120,123  
                 

Cash and cash equivalents at end of period

  $ 157,242     $ 163,279  

 

 

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 31, 2013. 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.

 

The Company has recorded certain immaterial classification adjustments to its August 31, 2013 balance sheet and February 23, 2013 statement of cash flows. These classification adjustments did not impact current or historical net income or shareholders’ equity.

 

2. Recent Accounting Pronouncements

 

In February 2013, the Financial Accounting Standards Board (“FASB”) issued updated accounting guidance that improves the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this updated guidance require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under US GAAP to be reclassified in its entirety to net income. For other amounts that are not required under US GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under US GAAP that provide additional detail about those amounts. This guidance was effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2012 and was to be applied prospectively, with early adoption permitted. The Company adopted this guidance on September 1, 2013 and the adoption did not have a material impact on its financial statements.

 

In July 2013, the FASB issued updated accounting guidance on the presentation of unrecognized tax benefits. This update provides that an entity’s unrecognized tax benefits, or a portion of its unrecognized tax benefits, should be presented in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with one exception. That exception states that, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2013 and is to be applied prospectively, with early adoption permitted. The Company does not expect this guidance to have a material impact on its financial statements. 

 

3. Business Acquisitions

 

During the twenty-six weeks ended March 1, 2014, the Company completed two business acquisitions with an aggregate purchase price of approximately $0.7 million. The results of operations of these acquisitions have been included in the Company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the Company’s consolidated financial results and, therefore, pro forma financial information has not been presented.

 

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 tables below (in thousands):

 

   

As of March 1, 2014

 
   

Level 1

   

Level 2

   

Level 3

   

Fair Value

 

Assets:

                               

Cash equivalents

  $ 31,828     $     $     $ 31,828  

Total

  $ 31,828     $     $     $ 31,828  

 

   

As of August 31, 2013

 
   

Level 1

   

Level 2

   

Level 3

   

Fair Value

 

Assets:

                               

Cash equivalents

  $ 33,325     $     $     $ 33,325  

Total

  $ 33,325     $     $     $ 33,325  

 

The Company’s cash equivalents listed above represents 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. 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 may make an additional contribution at its discretion. Contributions charged to expense under the plan for the thirteen weeks ended March 1, 2014 and February 23, 2013 were $4.1 million and $4.2 million, respectively. Contributions charged to expense under the plan for the twenty-six weeks ended March 1, 2014 and February 23, 2013 were $8.2 million and $8.5 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 the thirteen weeks ended March 1, 2014 and February 23, 2013 was $0.6 million for both periods. The amount charged to expense related to these plans for the twenty-six weeks ended March 1, 2014 and February 23, 2013 was $1.2 million for both periods.

  

 
 

 

 

6. 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

   

Twenty-six weeks ended

 
   

March 1,

2014

   

February 23,

2013

   

March 1,

2014

   

February 23,

2013

 
                                 

Net income

  $ 25,647     $ 26,642     $ 60,109     $ 57,402  
                                 

Allocation of net income for Basic:

                               

Common Stock

  $ 20,267     $ 20,963     $ 47,479     $ 45,155  

Class B Common Stock

    5,041       5,209       11,836       11,233  

Unvested participating shares

    339       470       794       1,014  
    $ 25,647     $ 26,642     $ 60,109     $ 57,402  
                                 

Weighted average number of shares for Basic:

                               

Common Stock

    15,077       14,962       15,053       14,943  

Class B Common Stock

    4,687       4,647       4,690       4,647  

Unvested participating shares

    288       383       288       383  
      20,052       19,992       20,031       19,973  
                                 

Earnings per share for Basic:

                               

Common Stock

  $ 1.34     $ 1.40     $ 3.15     $ 3.02  

Class B Common Stock

  $ 1.08     $ 1.12     $ 2.52     $ 2.42  

 

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 twenty-six weeks ended March 1, 2014, 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. The following table sets forth the computation of diluted earnings per share of Common Stock for the thirteen and twenty-six weeks ended March 1, 2014 as follows (in thousands, except per share data):

 

   

Thirteen weeks

ended March 1, 2014

   

Twenty-six weeks

ended March 1, 2014

 
   

Earnings

to Common

Shareholders

   

Common

Shares

   

EPS

   

Earnings

to Common

Shareholders

   

Common

Shares

   

EPS

 
                                                 

As reported - Basic

  $ 20,267       15,077     $ 1.34     $ 47,479       15,053     $ 3.15  
                                                 

Add: effect of dilutive potential common shares

                                               

Share-based awards

          160                     154          

Class B Common Stock

    5,041       4,687               11,836       4,690          
                                                 

Add: Undistributed earnings allocated to unvested participating shares

    329                     776                
                                                 

Less: Undistributed earnings reallocated to unvested participating shares

    (311

)

                  (734

)

             
                                                 

Diluted EPS – Common Stock

  $ 25,326       19,924     $ 1.27     $ 59,357       19,897     $ 2.98  

 

Share-based awards that would result in the issuance of 3,836 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen weeks ended March 1, 2014 because they were anti-dilutive. Share-based awards that would result in the issuance of 770 shares of Common Stock were excluded from the calculation of diluted earnings per share for the twenty-six weeks ended March 1, 2014 because they were anti-dilutive.

  

 
 

 

 

For the thirteen and twenty-six weeks ended February 23, 2013, 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. The following table sets forth the computation of diluted earnings per share of Common Stock for the thirteen and twenty-six weeks ended February 23, 2013 as follows (in thousands, except per share data):

 

   

Thirteen weeks

ended February 23, 2013

   

Twenty-six weeks

ended February 23, 2013

 
   

Earnings

to Common

Shareholders

   

Common

Shares

   

EPS

   

Earnings

to Common

Shareholders

   

Common

Shares

   

EPS

 
                                                 

As reported - Basic

  $ 20,963       14,962     $ 1.40     $ 45,155       14,943     $ 3.02  
                                                 

Add: effect of dilutive potential common shares

                                               

Share-based awards

          138                     124          

Class B Common Stock

    5,209       4,647               11,233       4,647          
                                                 

Add: Undistributed earnings allocated to unvested participating shares

    457                     989                
                                                 

Less: Undistributed earnings reallocated to unvested participating shares

    (433

)

                  (937

)

             
                                                 

Diluted EPS – Common Stock

  $ 26,196       19,747     $ 1.33     $ 56,440       19,714     $ 2.86  

 

Share-based awards that would result in the issuance of 13,983 shares of Common Stock were excluded from the calculation of diluted earnings per share for the thirteen weeks ended February 23, 2013 because they were anti-dilutive. There were no share-based awards that were excluded from the calculation of diluted earnings per share for the twenty-six weeks ended February 23, 2013 because they were anti-dilutive.  

   

7. Inventories

 

Inventories are stated at the lower of cost or market value, net of any reserve for excess and obsolete inventory. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers or used in rental operations. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required. The Company uses the first-in, first-out (“FIFO”) method to value its inventories.

 

The components of inventory as of March 1, 2014 and August 31, 2013 were as follows (in thousands):

 

   

March 1,

2014

   

August 31,

2013

 

Raw materials

  $ 14,221     $ 16,673  

Work in process

    3,449       2,366  

Finished goods

    51,715       55,312  

Total inventories

  $ 69,385     $ 74,351  

 

 

 

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 seven to thirty years.

 

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

 

   

March 1, 2013

 

Beginning balance as of August 31, 2013

  $ 10,796  

Accretion expense

    362  

Ending balance as of March 1, 2014

  $ 11,158  

 

 

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, air emissions, wastewater discharges, and 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 or otherwise negotiated with the applicable environmental authorities 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 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. The Company has implemented mitigation measures and continues to monitor environmental conditions at the Somerville, Massachusetts site. The Company also expects to incur monitoring and mitigation costs associated with the planned construction of a transit station in the area. In addition, the Company has received notices of violations from Region 1 of the EPA under the Clean Air Act alleging that the Company failed to obtain certain permits necessary with respect to the laundering of soiled towels at seven New England facilities.  The Company has obtained, or is in the process of obtaining, the permits in question. The Company is negotiating with Region 1 of the EPA concerning potential penalties that may be imposed against the Company in connection with these seven New England facilities.  In the event that the EPA expands this enforcement initiative beyond Region 1, this could materially adversely affect the Company’s results of operations and financial condition.

 

 
 

 

 

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. In accordance with US GAAP, the Company’s accruals reflect the amount within the range that it believes is the best estimate or the low end of a range of estimates if no point within the range is a better 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 March 1, 2014, the risk-free interest rates utilized by the Company ranged from 2.7% to 3.6%.

 

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 twenty-six weeks ended March 1, 2014 are as follows (in thousands):

 

   

March 1, 2014

 

Beginning balance as of August 31, 2013

  $ 19,680  

Payments made for which reserves had been provided

    (1,109

)

Insurance proceeds received

    535  

Interest accretion

    358  

Revision in estimates

    (21

)

Change in discount rates

    193  
         

Balance as of March 1, 2014

  $ 19,636  

 

Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of March 1, 2014, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below.

 

(In thousands)

 

2014

   

2015

   

2016

   

2017

   

2018

   

Thereafter

   

Total

 

Estimated costs – current dollars

  $ 4,563     $ 2,620     $ 1,887     $ 865     $ 797     $ 12,421     $ 23,153  
                                                         

Estimated insurance proceeds

          (173

)

    (159

)

    (173

)

    (159

)

    (1,593

)

    (2,257

)

                                                         

Net anticipated costs

  $ 4,563     $ 2,447     $ 1,728     $ 692     $ 638     $ 10,828     $ 20,896  
                                                         

Effect of inflation

                                                    7,413  

Effect of discounting

                                                    (8,673

)

                                                         

Balance as of March 1, 2014

                                                  $ 19,636  

 

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 March 1, 2014, 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 $2.7 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 covered by insurance have been properly accrued in accordance with US GAAP. It is possible, however, that the 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.

 

As previously disclosed, on December 31, 2012 the Company received an indemnity demand from counsel for New England Compounding Center (“NECC”) regarding claims made against NECC, including those related to NECC’s highly-publicized compounding and sale of tainted methylprednisolone acetate which reportedly resulted in a widespread outbreak of fungal meningitis and other infections. It has been reported that over 60 people died and another approximately 700 people were harmed as a result of this outbreak. This demand related to the limited, once-a-month cleaning services the Company provided to portions of NECC’s cleanroom facilities. Based on the Company’s preliminary review of this matter, the Company believes that NECC’s claims are without merit.

 

Over the summer of 2013, the Company received and responded to a subpoena from the Plaintiffs’ Steering Committee (PSC) appointed in conjunction with the NECC multi-district litigation (MDL) proceeding pending in federal court in Boston, Massachusetts. That subpoena sought information relating to the NECC matter. In September 2013, the Company entered into a tolling agreement with the PSC which, among other things, tolled defenses based on statutes of limitations with respect to certain claimants.

 

On November 5, 2013, a Master Complaint was filed in the NECC MDL proceeding naming the Company as one of numerous defendants in the matter. Individual plaintiffs were able to piggy-back on the Master Complaint by filing a Short Form Complaint to initiate legal actions against one or more of the defendants named in the Master Complaint. As of March 28, 2014, the Company has either received demand letters from or been named as a defendant in suits relating to approximately 300 patients who allegedly received the tainted drug from NECC. The Company has notified its insurers of these claims and they have issued reservation of rights letters with respect to coverage of these claims. The Company is in continuing discussions with its insurers concerning coverage matters. While the Company is unable to ascertain the ultimate outcome of this matter, based on the information currently available, the Company believes that a loss with respect to this matter is neither probable nor remote, and the Company is unable to reasonably assess an estimate or range of estimates of any potential losses. If the Company is found to be liable with respect to claims brought against them relating to NECC that are not covered by the Company’s insurance, the Company may incur liabilities that are material to its financial condition and operating results.

 

10. Income Taxes

 

The Company’s effective income tax rate was 37.8% and 38.4% for the thirteen and twenty-six weeks ended March 1, 2014, respectively, as compared to 38.4% and 38.7% for the thirteen and twenty-six weeks ended February 23, 2013. 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 twenty-six weeks ended March 1, 2014, 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 2009 and 2005, respectively, and the Company recently concluded an audit of U.S. federal income taxes for 2010 and 2011. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods prior to fiscal 2008. 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 March 1, 2014, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as LIBOR plus 75 basis points at the time of the respective borrowing. As of March 1, 2014, the Company had no outstanding borrowings, outstanding letters of credit amounting to $49.7 million and $200.3 million available for borrowing under the 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, which bore interest at LIBOR plus 50 basis points. On September 14, 2013, the Floating Rate Notes matured and were repaid in full from the Company’s cash reserves.

  

 
 

 

 

As of March 1, 2014, the Company was in compliance with all covenants under the Credit Agreement.

 

12. Accumulated Other Comprehensive (Loss) Income

 

The changes in each component of accumulated other comprehensive (loss) income, net of tax, are as follows (in thousands):

 

   

Foreign

Currency

Translation

   

Pension-

related

   

Total

Accumulated Other

Comprehensive

(Loss) Income

 

Balance as of August 31, 2013

  $ 5,563     $ (4,118

)

  $ 1,445  
                         

Other comprehensive (loss) income before reclassification

    (4,415

)

          (4,415

)

                         

Net current period other comprehensive (loss) income

    (4,415

)

          (4,415

)

                         

Balance as of March 1, 2014

  $ 1,148     $ (4,118

)

  $ (2,970

)

 

 

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. Manufactured products are carried in inventory until placed in service at which time they are 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 and provides cleanroom cleaning services at limited customer locations. The First Aid operating segment sells first aid cabinet services and other safety supplies as well as maintains wholesale distribution and pill packaging operations.

  

 
 

 

 

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):

 

 

Thirteen weeks ended

 

US and

Canadian

Rental and

Cleaning

   

MFG

   

Net Interco

MFG Elim

   

Corporate

   

Subtotal

Core Laundry

Operations

   

Specialty

Garments

   

First Aid

   

Total

 
                                                                 

March 1, 2014

                                                               

Revenues

  $ 309,342     $ 42,101     $ (42,101

)

  $ 3,839     $ 313,181     $ 20,406     $ 10,380     $ 343,967  
                                                                 

Income (loss) from operations

  $ 46,794     $ 14,299     $ 362     $ (22,012

)

  $ 39,443     $ 312     $ 969     $ 40,724  
                                                                 

Interest (income) expense, net

  $ (865

)

  $     $     $ 204     $ (661

)

  $     $     $ (661

)

                                                                 

Income (loss) before taxes

  $ 47,640     $ 14,270     $ 362     $ (22,266

)

  $ 40,006     $ 249     $ 969     $ 41,224  
                                                                 
                                                                 

February 23, 2013

                                                               

Revenues

  $ 297,800     $ 38,177     $ (38,177

)

  $ 3,829     $ 301,629     $ 22,593     $ 10,084     $ 334,306  
                                                                 

Income (loss) from operations

  $ 48,411     $ 12,783     $ (40

)

  $ (20,827

)

  $ 40,327     $ 1,275     $ 1,287     $ 42,889  
                                                                 

Interest (income) expense, net

  $ (827

)

  $     $     $ 303     $ (524

)

  $     $     $ (524

)

                                                                 

Income (loss) before taxes

  $ 49,241     $ 12,773     $ (40

)

  $ (21,139

)

  $ 40,835     $ 1,093     $ 1,287     $ 43,215  

 

 

 

Twenty-six weeks ended

 

US and

Canadian

Rental and

Cleaning

   

MFG

   

Net Interco

MFG Elim

   

Corporate

   

Subtotal

Core Laundry

Operations

   

Specialty

Garments

   

First Aid

   

Total

 
                                                                 

March 1, 2014

                                                               

Revenues

  $ 617,784     $ 86,334     $ (86,334

)

  $ 7,403     $ 625,187     $ 44,849     $ 20,635     $ 690,671  
                                                                 

Income (loss) from operations

  $ 105,153     $ 29,873     $ (902

)

  $ (42,309

)

  $ 91,815     $ 3,071     $ 1,478     $ 96,364  
                                                                 

Interest (income) expense, net

  $ (1,595

)

  $     $     $ 377     $ (1,218

)

  $     $     $ (1,218

)

                                                                 

Income (loss) before taxes

  $ 106,727     $ 29,763     $ (902

)

  $ (42,735

)

  $ 92,853     $ 3,249     $ 1,478     $ 97,580  
                                                                 
                                                                 

February 23, 2013

                                                               

Revenues

  $ 589,083     $ 80,772     $ (80,772

)

  $ 7,106     $ 596,189     $ 50,477     $ 20,209     $ 666,875  
                                                                 

Income (loss) from operations

  $ 99,682     $ 28,105     $ (3,006

)

  $ (39,926

)

  $ 84,855     $ 5,979     $ 2,014     $ 92,848  
                                                                 

Interest (income) expense, net

  $ (1,521

)

  $     $     $ 690     $ (831

)

  $     $     $ (831

)

                                                                 

Income (loss) before taxes

  $ 101,206     $ 28,020     $ (3,006

)

  $ (40,637

)

  $ 85,583     $ 6,044     $ 2,014     $ 93,641  

 

 
 

 

 

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, any adverse outcome of pending or future contingencies or claims, 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, including the ultimate impact of the Affordable Care Act, demand and prices for our products and services, rampant criminal activity and instability in Mexico where our principal garment manufacturing plants are located, our ability to properly and efficiently design, construct, implement and operate our new CRM 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 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 31, 2013 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 restroom and cleaning supplies and 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 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. 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 250,000 customer locations in the United States, Canada and Europe from 225 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 31, 2013 for additional discussion regarding our 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 twenty-six weeks ended March 1, 2014 and the thirteen and twenty-six weeks ended February 23, 2013. Cost of revenues presented in the table below 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 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

   

Twenty-six weeks ended

 

(In thousands, except percentages)

 

March 1,

2014

   

% of

Rev.

   

February

23, 2013

   

% of

Rev.

   

%

Change

   

March 1,

2014

   

% of

Rev.

   

February

23, 2013

   

% of

Rev.

   

%

Change

 
                                                                                 

Revenues

  $ 343,967       100.0

%

  $ 334,306       100.0

%

    2.9

%

  $ 690,671       100.0

%

  $ 666,875       100.0

%

    3.6

%

                                                                                 

Operating expenses:

                                                                               

Cost of revenues (1)

    215,560       62.7       208,421       62.3       3.4       423,697       61.3       409,972       61.5       3.3  

Selling and administrative expenses (1)

    69,853       20.3       65,817       19.7       6.1       135,482       19.6       130,105       19.5       4.1  

Depreciation and amortization

    17,830       5.2       17,179       5.1       3.8       35,128       5.1       33,950       5.1       3.5  

Total operating expenses

    303,243