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): November 16, 2011
ARAMARK CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 001-04762 | 95-2051630 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
1101 Market Street Philadelphia, Pennsylvania |
19107 | |||
(Address of Principal Executive Offices) | Zip Code |
Registrants telephone, including area code: 215-238-3000
N/A
(Former name and former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ | 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 |
The following information, including the financial reports and schedules attached as an exhibit to this Form 8-K, is furnished pursuant to Item 2.02. Results of Operations and Financial Condition.
The information contained in this Current Report, including exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On November 16, 2011, ARAMARK Corporation (the Company) will hold a conference call announcing its financial results for the quarter and fiscal year ended September 30, 2011. A copy of the financial reports and schedules that are the subject of the conference call are attached hereto as exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number |
Description |
Method of Filing |
||||
99.1 | ARAMARK Corporation financial reports and schedules. | Furnished herewith |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARAMARK CORPORATION | ||||
Date: November 16, 2011 | By: | /s/ L. Frederick Sutherland | ||
Name: | L. Frederick Sutherland | |||
Title: | Executive Vice President and Chief Financial Officer |
Index to Exhibits
Number |
Description |
Method of Filing |
||||
99.1 | ARAMARK Corporation financial reports and schedules. | Furnished herewith |
Exhibit 99.1
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands)
Three Months Ended September 30, 2011 |
Three Months Ended October 1, 2010 |
|||||||
Sales |
$ | 3,291,898 | $ | 3,117,214 | ||||
|
|
|
|
|||||
Costs and Expenses: |
||||||||
Cost of services provided |
2,963,905 | 2,812,110 | ||||||
Depreciation and amortization |
127,958 | 125,271 | ||||||
Selling and general corporate expenses |
47,724 | 43,686 | ||||||
|
|
|
|
|||||
3,139,587 | 2,981,067 | |||||||
|
|
|
|
|||||
Operating income |
152,311 | 136,147 | ||||||
Interest and other financing costs, net |
111,089 | 108,744 | ||||||
|
|
|
|
|||||
Income from continuing operations before income taxes |
41,222 | 27,403 | ||||||
Provision (benefit) for income taxes |
(13,103 | ) | 6,305 | |||||
|
|
|
|
|||||
Income from continuing operations |
54,325 | 21,098 | ||||||
Income (loss) from discontinued operations, net of tax (1) |
(11,772 | ) | 5 | |||||
|
|
|
|
|||||
Net income |
42,553 | 21,103 | ||||||
Less: Net income attributable to noncontrolling interest |
760 | | ||||||
|
|
|
|
|||||
Net income attributable to ARAMARK shareholder |
$ | 41,793 | $ | 21,103 | ||||
|
|
|
|
Note:
(1) | In the fourth quarter of fiscal 2011, ARAMARK Corporation (the Company) completed the sale of its wholly-owned subsidiary, Galls, LLC (Galls), for $75 million in cash. Galls is accounted for as a discontinued operation in the accompanying financial schedule. Galls results have been removed from the Companys results of continuing operations for all periods presented. Included in income (loss) from discontinued operations is a net loss of approximately $12.0 million related to the sale of Galls. |
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands)
Fiscal Year Ended September 30, 2011 |
Fiscal Year Ended October 1, 2010 |
|||||||
Sales |
$ | 13,082,377 | $ | 12,419,064 | ||||
|
|
|
|
|||||
Costs and Expenses: |
||||||||
Cost of services provided |
11,836,780 | 11,247,115 | ||||||
Depreciation and amortization |
510,516 | 502,892 | ||||||
Selling and general corporate expenses |
186,870 | 191,561 | ||||||
|
|
|
|
|||||
12,534,166 | 11,941,568 | |||||||
|
|
|
|
|||||
Operating income |
548,211 | 477,496 | ||||||
Interest and other financing costs, net |
426,262 | 444,510 | ||||||
|
|
|
|
|||||
Income from continuing operations before income taxes |
121,949 | 32,986 | ||||||
Provision for income taxes |
9,020 | 663 | ||||||
|
|
|
|
|||||
Income from continuing operations |
112,929 | 32,323 | ||||||
Loss from discontinued operations, net of tax (1) |
(11,732 | ) | (1,635 | ) | ||||
|
|
|
|
|||||
Net income |
101,197 | 30,688 | ||||||
Less: Net income attributable to noncontrolling interest |
1,125 | | ||||||
|
|
|
|
|||||
Net income attributable to ARAMARK shareholder |
$ | 100,072 | $ | 30,688 | ||||
|
|
|
|
Note:
(1) | In the fourth quarter of fiscal 2011, ARAMARK Corporation (the Company) completed the sale of its wholly-owned subsidiary, Galls, LLC (Galls), for $75 million in cash. Galls is accounted for as a discontinued operation in the accompanying financial schedule. Galls results have been removed from the Companys results of continuing operations for all periods presented. Included in loss from discontinued operations is a net loss of approximately $12.0 million related to the sale of Galls. |
ARAMARK CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED BALANCE SHEET DATA
(Unaudited)
(In Thousands)
September 30, 2011 | October 1, 2010 | |||||||
Assets | ||||||||
Current Assets |
$ | 2,128,024 | $ | 1,718,968 | ||||
Current Assets Held for Sale (1) |
2,798 | 92,079 | ||||||
Property and Equipment, net |
1,004,690 | 1,047,691 | ||||||
Goodwill |
4,640,606 | 4,522,667 | ||||||
Other Intangible Assets |
1,748,417 | 1,913,634 | ||||||
Other Assets |
985,017 | 926,876 | ||||||
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|
|
|
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$ | 10,509,552 | $ | 10,221,915 | |||||
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|
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Liabilities and Equity | ||||||||
Current Liabilities (2) |
$ | 2,051,029 | $ | 1,931,077 | ||||
Current Liabilities Held for Sale (1) |
| 17,525 | ||||||
Long-Term Borrowings |
5,588,614 | 5,350,178 | ||||||
Other Liabilities |
1,231,922 | 1,341,442 | ||||||
Common Stock Subject to Repurchase |
158,061 | 184,736 | ||||||
Total Equity |
1,479,926 | 1,396,957 | ||||||
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|
|
|
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$ | 10,509,552 | $ | 10,221,915 | |||||
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|
Note:
(1) | In the fourth quarter of fiscal 2011, ARAMARK Corporation completed the sale of its wholly-owned subsidiary, Galls, LLC (Galls), for $75 million in cash. Galls is accounted for as a discontinued operation in the accompanying financial schedule. |
(2) | Includes $49.1 million and $51.6 million of current maturities of long-term borrowings as of September 30, 2011 and October 1, 2010, respectively. |
ARAMARK CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(Unaudited)
(In Thousands)
Fiscal Year Ended September 30, 2011 |
Fiscal Year Ended October 1, 2010 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 101,197 | $ | 30,688 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
516,290 | 508,875 | ||||||
Income taxes deferred |
(39,890 | ) | (45,553 | ) | ||||
Stock-based compensation expense |
17,317 | 21,300 | ||||||
Loss on sale of Galls |
11,998 | | ||||||
Changes in noncash working capital |
(93,065 | ) | 101,339 | |||||
Net change in proceeds from sale of receivables |
(220,855 | ) | (14,585 | ) | ||||
Other operating activities |
11,694 | 31,946 | ||||||
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|
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Net cash provided by operating activities |
304,686 | 634,010 | ||||||
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|
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Cash flows from investing activities: |
||||||||
Net purchases of property and equipment and client contract investments |
(272,277 | ) | (264,078 | ) | ||||
Acquisitions, divestitures, and other investing activities |
(90,870 | ) | (89,426 | ) | ||||
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|
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Net cash used in investing activities |
(363,147 | ) | (353,504 | ) | ||||
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|
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Cash flows from financing activities: |
||||||||
Net payments of long-term borrowings |
(8,984 | ) | (323,304 | ) | ||||
Net change in funding under the Receivables Facility |
225,905 | | ||||||
Proceeds from issuance of common stock |
4,593 | 3,273 | ||||||
Repurchase of stock |
(16,149 | ) | (10,809 | ) | ||||
Dividends paid to Parent |
(132,900 | ) | | |||||
Proceeds from sale of noncontrolling interest |
48,369 | | ||||||
Other financing activities |
(9,979 | ) | (13,381 | ) | ||||
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|
|||||
Net cash provided by (used in) financing activities |
110,855 | (344,221 | ) | |||||
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|
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Increase (decrease) in cash and cash equivalents |
$ | 52,394 | $ | (63,715 | ) | |||
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|
ARAMARK CORPORATION AND SUBSIDIARIES
SALES AND OPERATING INCOME BY SEGMENT
SUPPLEMENTAL DATA
(Unaudited)
(In Thousands)
Three Months Ended September 30, 2011 |
Three Months Ended October 1, 2010 |
|||||||
Sales | ||||||||
Food and Support Services - North America |
$ | 2,284,728 | $ | 2,198,836 | ||||
Food and Support Services - International |
675,648 | 588,643 | ||||||
Uniform and Career Apparel (1) |
331,522 | 329,735 | ||||||
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|
|
|
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$ | 3,291,898 | $ | 3,117,214 | |||||
|
|
|
|
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Operating Income | ||||||||
Food and Support Services - North America |
$ | 114,538 | $ | 99,815 | ||||
Food and Support Services - International |
24,561 | 16,797 | ||||||
Uniform and Career Apparel (1) |
27,228 | 30,512 | ||||||
|
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|
|
|||||
166,327 | 147,124 | |||||||
Corporate |
(14,016 | ) | (10,977 | ) | ||||
|
|
|
|
|||||
$ | 152,311 | $ | 136,147 | |||||
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|
Note:
(1) | In the fourth quarter of fiscal 2011, ARAMARK Corporation (the Company) completed the sale of its wholly-owned subsidiary, Galls, LLC (Galls), for $75 million in cash. Galls is accounted for as a discontinued operation and therefore not reflected in the data above. Galls results have been removed from the Companys results of continuing operations for all periods presented. |
ARAMARK CORPORATION AND SUBSIDIARIES
SALES AND OPERATING INCOME BY SEGMENT
SUPPLEMENTAL DATA
(Unaudited)
(In Thousands)
Fiscal Year Ended September 30, 2011 |
Fiscal Year Ended October 1, 2010 |
|||||||
Sales | ||||||||
Food and Support Services - North America |
$ | 9,018,979 | $ | 8,654,700 | ||||
Food and Support Services - International |
2,723,330 | 2,437,697 | ||||||
Uniform and Career Apparel (1) |
1,340,068 | 1,326,667 | ||||||
|
|
|
|
|||||
$ | 13,082,377 | $ | 12,419,064 | |||||
|
|
|
|
|||||
Operating Income | ||||||||
Food and Support Services - North America |
$ | 400,527 | $ | 350,593 | ||||
Food and Support Services - International |
79,857 | 75,341 | ||||||
Uniform and Career Apparel (1) |
117,347 | 102,665 | ||||||
|
|
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|
|||||
597,731 | 528,599 | |||||||
Corporate |
(49,520 | ) | (51,103 | ) | ||||
|
|
|
|
|||||
$ | 548,211 | $ | 477,496 | |||||
|
|
|
|
Note:
(1) | In the fourth quarter of fiscal 2011, ARAMARK Corporation (the Company) completed the sale of its wholly-owned subsidiary, Galls, LLC (Galls), for $75 million in cash. Galls is accounted for as a discontinued operation and therefore not reflected in the data above. Galls results have been removed from the Companys results of continuing operations for all periods presented. |