Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 2, 2014

UNIFIRST CORPORATION

(Exact Name of Registrant as Specified in Charter)

Massachusetts		001-08504		04-2103460
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

68 Jonspin Road, Wilmington, Massachusetts 01887

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (978) 658-8888

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On July 2, 2014, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the third quarter and first nine months of fiscal 2014, which ended on May 31, 2014. A copy of the Press Release is attached as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

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

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NO.	DESCRIPTION

99	Press release of the Company dated July 2, 2014

SIGNATURES

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

UNIFIRST CORPORATION

Date: July 2, 2014	By:	/s/ Ronald D. Croatti
	Name:	Ronald D. Croatti
	Title:	Chairman of the Board, Chief Executive Officer and President

	By:	/s/ Steven S. Sintros
	Name:	Steven S. Sintros
	Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION

99	Press release of the Company dated July 2, 2014

Exhibit 99

	For Immediate Release
	UniFirst Corporation
	68 Jonspin Road
	Wilmington, MA 01887
	Phone: 978- 658-8888
July 2, 2014	Fax: 978-988-0659
CONTACT: Steven S. Sintros, Senior Vice President & CFO	Email: ssintros@UniFirst.com

UNIFIRST ANNOUNCES FINANCIAL RESULTS FOR THE THIRD QUARTER AND FIRST NINE MONTHS OF FISCAL 2014

Wilmington, MA (July 2, 2014) -- UniFirst Corporation (NYSE: UNF) today announced results for its fiscal 2014 third quarter, which ended May 31, 2014. Revenues were $352.2 million, up 4.9% from $335.8 million in the year ago period. Net income of $30.9 million ($1.53 per diluted share), was up 7.7% from $28.7 million ($1.43 per diluted share) reported in the year ago period.

Ronald D. Croatti, UniFirst President and Chief Executive Officer said, “Overall we were pleased with our results for the quarter. We continue to get solid performances from our sales and service organizations in two areas that are integral to our success; selling new business and retaining existing customer relationships.”

Revenues in the Core Laundry Operations were $313.3 million, up 5.2% from those reported in the prior year’s third quarter. Excluding the negative impact of the weaker Canadian dollar as well as the positive effect of acquisitions, the Core Laundry Operations’ revenues grew 4.8%. This segment’s income from operations grew 10.3% compared to the third quarter of fiscal 2013 and its operating margin increased to 14.2% from 13.6% a year ago. Operating margins expanded primarily due to lower merchandise costs and other expenses related to our plant operations as a percentage of revenues. Those items were partially offset by higher healthcare claims and energy expense during the quarter as a percentage of revenues.

Revenues for the Specialty Garments segment, which consists of nuclear decontamination and cleanroom operations, were $27.6 million, up 4.9% from $26.3 million in the third quarter of fiscal 2013. This increase was primarily the result of a higher number of power reactor outage projects in the United States and Canada compared to a year ago. This segment’s income from operations for the quarter increased to $4.0 million from $3.6 million in the comparable period in fiscal 2013. The stronger performance of the Specialty Garments segment was offset by a decrease in operating income from the Company’s First Aid segment.

UniFirst continues to maintain a solid balance sheet and financial position. We ended the quarter with essentially no long-term debt and cash and cash equivalents of $151.0 million, down from $197.5 million at the end of fiscal 2013. This decrease was due to the Company’s repayment of $100.0 million in private placement notes that came due in September 2013.

Outlook

Mr. Croatti concluded, “Based on our results to date as well as our outlook for our fourth fiscal quarter, we now expect our full year revenues will be between $1.382 billion and $1.387 billion. We also expect full year EPS to be between $5.70 and $5.85 per share.”

As a reminder, fiscal 2014 will be a 52 week year for the Company compared to fiscal 2013, which was a 53 week year. The fourth quarter of fiscal 2013 contained 14 weeks. The negative comparison of one less week of operations will have the impact of reducing our year over year revenues by approximately 2.0% and our fourth quarter revenues by approximately 7.1%.

Conference Call Information

UniFirst will hold a conference call today at 10:00 a.m. (ET) to discuss its quarterly financial results, business highlights and outlook. A simultaneous live webcast of the call will be available over the Internet and can be accessed at www.unifirst.com.

About UniFirst Corporation

UniFirst Corporation is one of the largest providers of workplace uniforms, protective clothing, and facility services products in North America. The Company employs approximately 11,500 Team Partners who serve more than 260,000 customer locations in 45 U.S. states, Canada, and Europe from over 200 customer service, distribution, and manufacturing facilities. UniFirst is a publicly held company traded on the New York Stock Exchange under the symbol UNF and is a component of the Standard & Poor's 600 Small Cap Index.

Forward Looking Statements

This public announcement contains forward looking statements that reflect the Company’s current views with respect to future events and financial performance, including projected revenues and earnings per share. Forward looking statements contained in this public announcement are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995 and are highly dependent upon a variety of 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 regarding the Company’s 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, including suits relating to the New England Compounding Center matter, the Company’s ability to compete successfully without any significant degradation in its 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 turbulent economic conditions and the current tight credit markets on our customers and such customers’ workforce, 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, the Company’s 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 the Company’s Annual Report on Form 10-K for the year ended August 31, 2013 and in other filings with the Securities and Exchange Commission. When used in this public announcement, the words “anticipate,” “optimistic,” “believe,” “estimate,” “expect,” “intend,” and similar expressions as they relate to the Company are included to identify such forward looking statements. The Company undertakes no obligation to update any forward looking statements to reflect events or circumstances arising after the date on which such statements are made.

UniFirst Corporation and Subsidiaries

Consolidated Statements of Income

	Thirteen weeks ended						Thirty-nine weeks ended
(In thousands, except per share data)	May 31, 2014 (2)			May 25, 2013 (2)			May 31, 2014 (2)			May 25, 2013 (2)

Revenues	$	352,238		$	335,764		$	1,042,909		$	1,002,639

Operating expenses:
Cost of revenues (1)		216,644			208,066			640,341			618,038
Selling and administrative expenses (1)		67,996			64,786			203,478			194,891
Depreciation and amortization		18,109			17,115			53,237			51,065
Total operating expenses		302,749			289,967			897,056			863,994

Income from operations		49,489			45,797			145,853			138,645

Other (income) expense:
Interest expense		109			464			533			1,324
Interest income		(773	)		(781	)		(2,415	)		(2,472	)
Exchange rate loss		39			283			41			321
Total other (income) expense		(625	)		(34	)		(1,841	)		(827	)

Income before income taxes		50,114			45,831			147,694			139,472
Provision for income taxes		19,170			17,109			56,641			53,348

Net income	$	30,944		$	28,722		$	91,053		$	86,124

Income per share – Basic
Common Stock	$	1.62		$	1.51		$	4.78		$	4.53
Class B Common Stock	$	1.30		$	1.21		$	3.82		$	3.63

Income per share – Diluted
Common Stock	$	1.53		$	1.43		$	4.52		$	4.29

Income allocated to – Basic
Common Stock	$	24,493		$	22,638		$	71,971		$	67,793
Class B Common Stock	$	6,127		$	5,647		$	17,962		$	16,880

Income allocated to – Diluted
Common Stock	$	30,637		$	28,307		$	89,992		$	84,747

Weighted average number of shares outstanding – Basic
Common Stock		15,102			14,993			15,069			14,960
Class B Common Stock		4,722			4,675			4,701			4,656

Weighted average number of shares outstanding – Diluted
Common Stock		19,977			19,820			19,921			19,751

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

(2) Unaudited

UniFirst Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)	May 31, 2014 (1)			August 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	151,021		$	197,479
Receivables, net		153,723			142,217
Inventories		69,974			74,351
Rental merchandise in service		141,225			132,630
Prepaid and deferred income taxes		474			7,099
Prepaid expenses		9,727			7,618

Total current assets		526,144			561,394

Property, plant and equipment:
Land, buildings and leasehold improvements		391,067			376,222
Machinery and equipment		504,953			474,402
Motor vehicles		166,669			153,219

		1,062,689			1,003,843
Less - accumulated depreciation		577,034			546,157
		485,655			457,686

Goodwill		302,627			302,363
Customer contracts and other intangible assets, net		42,859			49,344
Deferred income taxes		1,387			1,417
Other assets		2,271			2,658

	$	1,360,943		$	1,374,862

Liabilities and shareholders' equity
Current liabilities:
Loans payable and current maturities of long-term debt	$	9,334		$	111,253
Accounts payable		42,724			54,221
Accrued liabilities		89,713			86,994
Accrued and deferred income taxes		12,722			12,506

Total current liabilities		154,493			264,974

Long-term liabilities:
Long-term debt, net of current maturities		155			155
Accrued liabilities		48,414			45,037
Accrued and deferred income taxes		51,005			51,298

Total long-term liabilities		99,574			96,490

Shareholders' equity:
Common Stock		1,518			1,513
Class B Common Stock		486			487
Capital surplus		58,089			51,445
Retained earnings		1,047,415			958,508
Accumulated other comprehensive (loss) income		(632	)		1,445

Total shareholders' equity		1,106,876			1,013,398

	$	1,360,943		$	1,374,862

(1) Unaudited

UniFirst Corporation and Subsidiaries

Detail of Operating Results

Revenues

	Thirteen weeks ended
(In thousands, except percentages)	May 31, 2014 (1)		May 25, 2013 (1)		Dollar Change			Percent Change

Core Laundry Operations	$	313,305	$	297,729	$	15,576			5.2	%
Specialty Garments		27,619		26,327		1,292			4.9
First Aid		11,314		11,708		(394	)		-3.4
Consolidated total	$	352,238	$	335,764	$	16,474			4.9	%

	Thirty-nine weeks ended
(In thousands, except percentages)	May 31, 2014 (1)		May 25, 2013 (1)		Dollar Change			Percent Change

Core Laundry Operations	$	938,492	$	893,918	$	44,574			5.0	%
Specialty Garments		72,468		76,804		(4,336	)		-5.6
First Aid		31,949		31,917		32			0.1
Consolidated total	$	1,042,909	$	1,002,639	$	40,270			4.0	%

Income from Operations

	Thirteen weeks ended
(In thousands, except percentages)	May 31, 2014 (1)		May 25, 2013 (1)		Dollar Change			Percent Change

Core Laundry Operations	$	44,498	$	40,356	$	4,142			10.3	%
Specialty Garments		3,992		3,576		416			11.6
First Aid		999		1,865		(866	)		-46.4
Consolidated total	$	49,489	$	45,797	$	3,692			8.1	%

	Thirty-nine weeks ended
(In thousands, except percentages)	May 31, 2014 (1)		May 25, 2013 (1)		Dollar Change			Percent Change

Core Laundry Operations	$	136,313	$	125,211	$	11,102			8.9	%
Specialty Garments		7,063		9,555		(2,492	)		-26.1
First Aid		2,477		3,879		(1,402	)		-36.1
Consolidated total	$	145,853	$	138,645	$	7,208			5.2	%

(1) Unaudited

UniFirst Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Thirty-nine weeks ended (In thousands)	May 31, 2014 (1)			May 25, 2013 (1)
Cash flows from operating activities:
Net income	$	91,053		$	86,124
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		46,432			43,718
Amortization of intangible assets		6,805			7,347
Amortization of deferred financing costs		156			178
Share-based compensation		4,541			5,051
Accretion on environmental contingencies		537			407
Accretion on asset retirement obligations		756			497
Deferred income taxes		(134	)		79
Changes in assets and liabilities, net of acquisitions:
Receivables		(11,573	)		(12,099	)
Inventories		4,550			3,070
Rental merchandise in service		(8,882	)		4,332
Prepaid expenses		(2,108	)		(3,824	)
Accounts payable		(11,445	)		3,279
Accrued liabilities		4,874			8,255
Prepaid and accrued income taxes		6,713			(6,914	)
Net cash provided by operating activities		132,275			139,500

Cash flows from investing activities:
Acquisition of businesses		(841	)		(1,953	)
Capital expenditures		(74,466	)		(81,087	)
Other		480			(185	)
Net cash used in investing activities		(74,827	)		(83,225	)

Cash flows from financing activities:
Proceeds from loans payable and long-term debt		7,107			10,523
Payments on loans payable and long-term debt		(109,383	)		(6,443	)
Proceeds from exercise of Common Stock options, including excess tax benefits		5,630			2,750
Taxes withheld and paid related to net share settlement of equity awards		(3,527	)		(3,332	)
Payment of cash dividends		(2,145	)		(2,138	)
Net cash (used in) provided by financing activities		(102,318	)		1,360

Effect of exchange rate changes		(1,588	)		(2,167	)

Net (decrease) increase in cash and cash equivalents		(46,458	)		55,468
Cash and cash equivalents at beginning of period		197,479			120,123

Cash and cash equivalents at end of period	$	151,021		$	175,591