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)

October 17, 2012

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 October 17, 2012, UniFirst Corporation (the “Company”) issued a press release ("Press Release") announcing financial results for the fourth quarter and full year for fiscal 2012, which ended on August 25, 2012.  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 August 25, 2012

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: October 17, 2012	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 August 25, 2012

EX-99

Exhibit 99

 

UNIFIRST ANNOUNCES FINANCIAL RESULTS

FOR THE FOURTH QUARTER AND FULL YEAR

FISCAL 2012

Wilmington, MA (October 17, 2012) -- UniFirst Corporation (NYSE: UNF) today announced results for its fiscal 2012 fourth quarter and full year ended August 25, 2012. Fourth quarter revenues were $312.4 million, up 7.4% from $290.9 million in the year ago period.  Net income for the quarter was $22.5 million ($1.13 per diluted share), up 25.1% compared to $18.0 million ($0.90 per diluted share) reported in the year ago period.

Full year revenues were $1.256 billion, up 10.8% from $1.134 billion in fiscal 2011.  Net income per diluted share for the full year was $4.76 compared to $3.85 in the same period a year ago. Full year results include the positive effect of a settlement related to environmental litigation which resulted in a $6.7 million pre-tax gain in the third quarter.  The gain was recorded as a reduction of selling and administrative expenses.  Net income per diluted share for the full year, adjusted to eliminate the gain, was $4.55, up 18.2% from the $3.85 in the same period a year ago.

Ronald D. Croatti, UniFirst President and Chief Executive Officer said, “Despite the continued worldwide economic volatility, we are very pleased with the efforts of our thousands of employees which helped us achieve double digit percentage growth in both revenues and profits in fiscal 2012. This impressive feat was accomplished while continuing to provide industry leading products and services to our diverse customer base.”

Fourth quarter revenues in the Core Laundry Operations were $281.7 million, up 8.6% from those reported in the prior year’s fourth quarter.  Excluding the effects of acquisitions and a slightly weaker Canadian dollar, revenues grew 8.9%.  This segment’s income from operations increased 34.4% quarter to quarter.  The operating margin expanded to 12.3% from 9.9% a year earlier.  Increased profitability resulted from improved operating leverage that came with the strong revenue growth.  Expenses related to plant operations, depreciation and overall selling and administrative outlays were all lower as a percentage of revenue compared to the prior year.  Energy costs also were lower in the fourth quarter compared to a year ago due to lower average costs of fuel and natural gas. This segment’s quarterly results also benefited from a reduction in reserves for worker’s compensation and other insurance related liabilities of approximately $1.9 million due to changes in third-party actuarial estimates. These positive comparisons were partially offset by higher merchandise amortization expense.

Revenues for the Specialty Garments segment, which consists of nuclear decontamination and cleanroom operations, were $19.7 million for the fourth quarter of fiscal 2012, down from $23.4 in the fourth quarter of fiscal 2011.  This segment had a loss from operations for the quarter of $0.7 million compared to income from operations of $1.8 million in the same quarter a year ago.  The decrease in revenues and profits were primarily the result of the completion of two large power reactor rebuild projects and fewer power reactor outages during the quarter. First Aid segment revenues of $11.0 million in the quarter increased 35.5% compared to the fourth quarter of fiscal 2011. Income from operations in this segment also improved to $1.4 million from $0.4 million a year ago.

The effective income tax rate for the fourth quarter was 36.5% compared to 35.8% in the same quarter in fiscal 2011.

UniFirst continues to maintain a solid balance sheet and overall financial position.  Cash and cash equivalents at the end of the quarter totaled $120.1 million, up from $48.8 million at the end of fiscal 2011. Cash provided by operating activities for the full fiscal year was $161.7 million, up 87.6% compared to $86.2 million in fiscal 2011.  The improved cash flows were primarily the result of higher earnings as well as lower cash outflows related to working capital.  At the end of the year, long-term debt was $104.7 million or 10.5% of total capital.

Outlook

Mr. Croatti continued, “We move into fiscal 2013 with a high level of uncertainty regarding the trajectory of employment levels and the economy as a whole. We are currently projecting our fiscal 2013 revenues to be between $1.325 billion and $1.338 billion and diluted earnings per share to be between $4.65 and $4.85. Our guidance for fiscal 2013 includes one extra week of operations compared to fiscal 2012 due to the timing of our fiscal calendar.  Also embedded in this guidance is a projected decline in the revenues and operating income of our Specialty Garments segment of approximately 10% and 20%, respectively, compared to fiscal 2012.  Despite these projected declines, we are optimistic regarding the longer term outlook for this segment.”

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 11,000 Team Partners who serve more than 240,000 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 may contain forward looking statements that reflect the Company’s current views with respect to future events and financial performance. 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, 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 adverse 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, demand and prices for our products and services, rampant criminal activity and instability in Mexico where our principal garment manufacturing plants are located, additional professional and internal costs necessary for compliance with recent and proposed future changes in Securities and Exchange Commission, New York Stock Exchange and accounting rules, strikes and unemployment levels, 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 27, 2011 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						Fifty-two weeks ended
	August 25,			August 27,			August 25,			August 27,
(In thousands, except per share data)	2012 (2)			2011 (2)			2012 (2)			2011
Revenues	$	312,374		$	290,874		$	1,256,289		$	1,134,126
Operating expenses:
Cost of revenues (1)		198,935			187,624			797,944			712,309
Selling and administrative expenses (1)		61,369			58,462			240,798			233,111
Depreciation and amortization		16,824			16,791			66,439			64,733
Total operating expenses		277,128			262,877			1,105,181			1,010,153
Income from operations		35,246			27,997			151,108			123,973
Other (income) expense:
Interest expense		493			747			2,132			6,738
Interest income		(702	)		(700	)		(2,738	)		(2,552	)
Exchange rate (gain) loss		(48	)		(103	)		980			(785	)
		(257	)		(56	)		374			3,401
Income before income taxes		35,503			28,053			150,734			120,572
Provision for income taxes		12,971			10,039			55,745			44,086
Net income	$	22,532		$	18,014		$	94,989		$	76,486
Income per share – Basic
Common Stock	$	1.19		$	0.95		$	5.02		$	4.05
Class B Common Stock	$	0.95		$	0.76		$	4.01		$	3.24
Income per share – Diluted
Common Stock	$	1.13		$	0.90		$	4.76		$	3.85
Income allocated to – Basic
Common Stock	$	17,717		$	14,132		$	74,643		$	59,944
Class B Common Stock	$	4,416		$	3,549		$	18,630		$	15,104
Income allocated to – Diluted
Common Stock	$	22,153		$	17,698		$	93,358		$	75,118
Weighted average number of shares outstanding – Basic
Common Stock		14,912			14,822			14,882			14,791
Class B Common Stock		4,647			4,653			4,643			4,658
Weighted average number of shares outstanding – Diluted
Common Stock		19,664			19,559			19,616			19,532

(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)	August 25, 2012 (1)		August 27, 2011
Assets
Current assets:
Cash and cash equivalents	$	120,123	$	48,812
Receivables, net		135,327		128,377
Inventories		75,420		76,460
Rental merchandise in service		138,284		126,536
Prepaid and deferred income taxes		12,785		11,358
Prepaid expenses		5,741		3,647
Total current assets		487,680		395,190
Property, plant and equipment:
Land, buildings and leasehold improvements		355,568		346,738
Machinery and equipment		425,274		393,530
Motor vehicles		141,370		129,762
		922,212		870,030
Less - accumulated depreciation		510,008		474,963
		412,204		395,067
Goodwill		288,137		288,249
Customer contracts and other intangible assets, net		50,531		60,905
Other assets		1,982		2,109
	$	1,240,534	$	1,141,520
Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt	$	4,530	$	20,133
Accounts payable		52,340		56,064
Accrued liabilities		80,475		76,630
Accrued income taxes		8,180		-
Total current liabilities		145,525		152,827
Long-term liabilities:
Long-term debt, net of current maturities		100,155		100,163
Accrued liabilities		43,420		39,698
Accrued and deferred income taxes		54,509		50,890
Total long-term liabilities		198,084		190,751
Shareholders' equity:
Common Stock		1,506		1,499
Class B Common Stock		488		488
Capital surplus		42,984		33,588
Retained earnings		844,676		752,530
Accumulated other comprehensive income		7,271		9,837
Total shareholders' equity		896,925		797,942
	$	1,240,534	$	1,141,520

 (1) Unaudited

UniFirst Corporation and Subsidiaries

Detail of Operating Results

Revenues

	Thirteen weeks ended
	August 25,		August 27,		Dollar			Percent
(In thousands, except percentages)	2012 (1)		2011 (1)		Change			Change
Core Laundry Operations	$	281,662	$	259,346	$	22,316			8.6	%
Specialty Garments		19,726		23,420		(3,694	)		-15.8
First Aid		10,986		8,108		2,878			35.5
Consolidated total	$	312,374	$	290,874	$	21,500			7.4	%

	Fifty-two weeks ended
	August 25,		August 27,		Dollar			Percent
(In thousands, except percentages)	2012 (1)		2011		Change			Change
Core Laundry Operations	$	1,112,323	$	996,957	$	115,366			11.6	%
Specialty Garments		102,758		103,322		(564	)		-0.5
First Aid		41,208		33,847		7,361			21.7
Consolidated total	$	1,256,289	$	1,134,126	$	122,163			10.8	%

Income from Operations

	Thirteen weeks ended
	August 25,			August 27,		Dollar			Percent
(In thousands, except percentages)	2012 (1)			2011 (1)		Change			Change
Core Laundry Operations	$	34,579		$	25,728	$	8,851			34.4	%
Specialty Garments		(715	)		1,850		(2,565	)		-138.6
First Aid		1,382			419		963			229.6
Consolidated total	$	35,246		$	27,997	$	7,249			25.9	%

	Fifty-two weeks ended
	August 25,		August 27,		Dollar			Percent
(In thousands, except percentages)	2012 (1)		2011		Change			Change
Core Laundry Operations	$	133,285	$	105,725	$	27,560			26.1	%
Specialty Garments		13,460		15,292		(1,832	)		-12.0
First Aid		4,363		2,956		1,407			47.6
Consolidated total	$	151,108	$	123,973	$	27,135			21.9	%

(1) Unaudited

UniFirst Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Fifty-two  weeks ended (In thousands)	August 25, 2012 (1)			August 27, 2011
Cash flows from operating activities:
Net income	$	94,989		$	76,486
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation		55,877			54,188
Amortization of intangible assets		10,562			10,545
Amortization of deferred financing costs		238			261
Share-based compensation		6,714			6,732
Accretion on environmental contingencies		631			681
Accretion on asset retirement obligations		632			589
Deferred income taxes		(330	)		13,318
Changes in assets and liabilities, net of acquisitions:
Receivables		(7,595	)		(20,881	)
Inventories		590			(28,413	)
Rental merchandise in service		(12,017	)		(36,369	)
Prepaid expenses		(1,763	)		(247	)
Accounts payable		(3,688	)		9,796
Accrued liabilities		5,518			2,654
Prepaid and accrued income taxes		11,360			(3,147	)
Net cash provided by operating activities		161,718			86,193
Cash flows from investing activities:
Acquisition of businesses		-			(32,556	)
Capital expenditures		(74,549	)		(63,847	)
Other		(508	)		(397	)
Net cash used in investing activities		(75,057	)		(96,800	)
Cash flows from financing activities:
Proceeds from long-term obligations		40,410			30,000
Payments on long-term obligations		(55,851	)		(91,464	)
Payments of deferred financing costs		-			(975	)
Proceeds from exercise of Common Stock options		2,410			1,360
Payment of cash dividends		(2,840	)		(2,830	)
Net cash used in financing activities		(15,871	)		(63,909	)
Effect of exchange rate changes		521			2,070
Net increase (decrease)  in cash and cash equivalents		71,311			(72,446	)
Cash and cash equivalents at beginning of period		48,812			121,258
Cash and cash equivalents at end of period	$	120,123		$	48,812

(1) Unaudited