UniFirst (NYSE: UNF) grows sales to $621M as margins and cash flow tighten
Rhea-AI Filing Summary
UniFirst Corporation reported results for the thirteen weeks ended November 29, 2025. Revenues were $621.3 million, up 2.7% from $604.9 million a year earlier, driven mainly by 2.4% organic growth in Uniform & Facility Service Solutions and 15.3% growth in First Aid & Safety Solutions.
Profitability declined. Operating income fell to $45.3 million from $55.5 million as higher service staffing, healthcare claims, legal costs and planned growth and digital transformation spending outpaced revenue gains. Net income was $34.4 million versus $43.1 million, with diluted EPS on Common Stock of $1.89 compared with $2.31.
Cash from operations dropped to $14.9 million, while the company invested $38.9 million in capital expenditures, paid $13.4 million for acquisitions and returned capital via $32.7 million of share repurchases and $6.1 million of dividends. UniFirst ended the quarter with $129.5 million of cash and short-term investments, no borrowings under its $300 million credit facility, and $195.1 million of remaining borrowing capacity. Environmental remediation liabilities totaled $31.1 million, and a large Mexican tax assessment remains under appeal.
Positive
- None.
Negative
- None.
Insights
Revenue grew modestly but margins and cash generation weakened as UniFirst invested heavily and faced higher costs.
UniFirst posted quarterly revenues of
Cash from operations dropped sharply to
Environmental remediation liabilities stood at
9 u
United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated filer |
☐ |
|
|
|
|
|
Non-accelerated filer |
☐ |
Smaller Reporting Company |
|
|
|
|
|
Emerging Growth Company |
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 as of January 2, 2026 were
UniFirst Corporation
Quarterly Report on Form 10-Q
For the Thirteen Weeks Ended November 29, 2025
Table of Contents
Part I – FINANCIAL INFORMATION |
3 |
|
|
Item 1 – Financial Statements (unaudited) |
3 |
|
|
Consolidated Statements of Income for the Thirteen Weeks ended November 29, 2025 and November 30, 2024 |
3 |
|
|
Consolidated Statements of Comprehensive Income for the Thirteen Weeks ended November 29, 2025 and November 30, 2024 |
4 |
|
|
Consolidated Balance Sheets as of November 29, 2025 and August 30, 2025 |
5 |
|
|
Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks ended November 29, 2025 and November 30, 2024 |
6 |
|
|
Consolidated Statements of Cash Flows for the Thirteen Weeks ended November 29, 2025 and November 30, 2024 |
7 |
|
|
Notes to Consolidated Financial Statements |
8 |
|
|
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
|
|
Item 3 – Quantitative and Qualitative Disclosures About Market Risk |
26 |
|
|
Item 4 – Controls and Procedures |
27 |
|
|
Part II – OTHER INFORMATION |
29 |
|
|
Item 1 – Legal Proceedings |
29 |
|
|
Item 1A – Risk Factors |
29 |
|
|
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds |
29 |
|
|
Item 3 – Defaults Upon Senior Securities |
29 |
|
|
Item 4 – Mine Safety Disclosures |
29 |
|
|
Item 5 – Other Information |
30 |
|
|
Item 6 – Exhibits |
31 |
|
|
Signatures |
32 |
|
|
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 |
|
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income
UniFirst Corporation and Subsidiaries
(Unaudited)
|
|
Thirteen Weeks Ended |
|
|||||
(In thousands, except per share data) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Revenues |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Operating expenses: |
|
|
|
|
|
|
||
Cost of revenues (1) |
|
|
|
|
|
|
||
Selling and administrative expenses (1) |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other (income) expense: |
|
|
|
|
|
|
||
Interest income, net |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
|
|
|
|
||
Total other income, net |
|
|
( |
) |
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Income per share – Basic: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
Class B Common Stock |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Income per share – Diluted: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Income allocated to – Basic: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
Class B Common Stock |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Income allocated to – Diluted: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted average shares outstanding – Basic: |
|
|
|
|
|
|
||
Common Stock |
|
|
|
|
|
|
||
Class B Common Stock |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Weighted average shares outstanding – Diluted: |
|
|
|
|
|
|
||
Common Stock |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
Consolidated Statements of Comprehensive Income
UniFirst Corporation and Subsidiaries
(Unaudited)
|
|
Thirteen Weeks Ended |
|
|||||
(In thousands) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Net income |
|
$ |
|
|
$ |
|
||
Other comprehensive loss: |
|
|
|
|
|
|
||
Foreign currency translation adjustments |
|
|
( |
) |
|
|
( |
) |
Change in fair value of derivatives, net of income taxes |
|
|
( |
) |
|
|
|
|
Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Comprehensive income |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
Consolidated Balance Sheets
UniFirst Corporation and Subsidiaries
(Unaudited)
(In thousands, except share and par value data) |
|
November 29, 2025 |
|
|
August 30, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Short-term investments |
|
|
|
|
|
|
||
Receivables, less reserves of $ |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Rental merchandise in service |
|
|
|
|
|
|
||
Prepaid taxes |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Customer contracts, net |
|
|
|
|
|
|
||
Other intangible assets, net |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Operating lease right-of-use assets, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and shareholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Accrued taxes |
|
|
|
|
|
|
||
Operating lease liabilities, current |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Accrued and deferred income taxes |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Shareholders’ equity: |
|
|
|
|
|
|
||
Preferred Stock, $ |
|
|
|
|
|
|
||
Common Stock, $ |
|
|
|
|
|
|
||
Class B Common Stock, $ |
|
|
|
|
|
|
||
Capital surplus |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
UniFirst Corporation and Subsidiaries
(Unaudited)
(In thousands) |
|
Common |
|
|
Class B |
|
|
Common |
|
|
Class B |
|
|
Capital |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
||||||||
Balance, as of August 31, 2024 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Change in fair value of derivatives (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Dividends declared Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared Class B Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase of Common Stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation, net (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Share-based awards exercised, net (1) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Shares converted |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Balance, as of November 30, 2024 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
(In thousands) |
|
Common |
|
|
Class B |
|
|
Common |
|
|
Class B |
|
|
Capital |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
||||||||
Balance, as of August 30, 2025 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Change in fair value of derivatives (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Dividends declared Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Dividends declared Class B Common Stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase of Common Stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Share-based compensation, net (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Share-based awards exercised, net (1) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Balance, as of November 29, 2025 |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
Consolidated Statements of Cash Flows
UniFirst Corporation and Subsidiaries
(Unaudited)
Thirteen Weeks Ended |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization (1) |
|
|
|
|
|
|
||
Share-based compensation |
|
|
|
|
|
|
||
Accretion on environmental contingencies |
|
|
|
|
|
|
||
Accretion on asset retirement obligations |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Loss (gain) on sale of property and equipment |
|
|
|
|
|
( |
) |
|
Other |
|
|
|
|
|
|
||
Changes in assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
||
Receivables, less reserves |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
|
||
Rental merchandise in service |
|
|
( |
) |
|
|
|
|
Prepaid expenses and other current assets and Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued liabilities |
|
|
( |
) |
|
|
( |
) |
Prepaid and accrued income taxes |
|
|
( |
) |
|
|
|
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisition of businesses, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Capital expenditures, including capitalization of software costs |
|
|
( |
) |
|
|
( |
) |
Purchases of investments |
|
|
|
|
|
( |
) |
|
Maturities of investments |
|
|
|
|
|
|
||
Proceeds from sale of assets |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from exercise of share-based awards |
|
|
|
|
|
|
||
Taxes withheld and paid related to net share settlement of equity awards |
|
|
( |
) |
|
|
( |
) |
Repurchase of Common Stock |
|
|
( |
) |
|
|
( |
) |
Payment of cash dividends |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of exchange rate changes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Net (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Non-cash capital expenditures |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
UniFirst Corporation and Subsidiaries
Notes to Consolidated Financial Statements
1. Basis of Presentation
These Consolidated Financial Statements of UniFirst Corporation (the “Company”) included herein have been prepared, without audit, in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. 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 consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 30, 2025. There have been no material changes in the accounting policies followed by the Company during the current fiscal year other than with respect to the recent accounting pronouncements discussed in Note 2, “Recent Accounting Pronouncements”. Results for an interim period are not indicative of any future interim periods or for an entire fiscal year.
2. Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances effective tax rate reconciliation disclosure requirements and provides clarity to the disclosures of income taxes paid, income before taxes and provision for income taxes. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis. Retrospective application is permitted. The Company is evaluating the impact of this ASU on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the guidance in ASC 350-40 to modernize the recognition and disclosure framework for internal-use software costs by eliminating the previous “development stage” model and introducing a more principles- and judgment-based approach. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC have not had, or are not believed by management to have, a material impact on the Company’s present or future financial statements.
8
3. Revenue Recognition
The following table presents the Company’s revenues for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively, disaggregated by segment:
|
|
Thirteen Weeks Ended |
|
|||||||||||||
|
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||||||||||
(In thousands, except percentages) |
|
Revenues |
|
|
% of |
|
|
Revenues |
|
|
% of |
|
||||
Uniform & Facility Service Solutions |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
First Aid & Safety Solutions |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Other |
|
|
|
|
|
% |
|
|
|
|
|
% |
||||
Total revenues |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
See Note 14, “Segment Reporting” for additional details of segment definitions.
The following table presents the change in the allowance for credit losses, which is included in Receivables, net of reserves on the Consolidated Balance Sheets for the thirteen weeks ended November 29, 2025 (in thousands):
Balance as of August 30, 2025 |
|
$ |
|
|
Current period provision |
|
|
|
|
Write-offs and other |
|
|
( |
) |
Balance as of November 29, 2025 |
|
$ |
|
Costs to Obtain a Contract
The following table presents deferred commissions on the Company's Consolidated Balance Sheets as of November 29, 2025 and August 30, 2025:
(in thousands) |
|
November 29, 2025 |
|
|
August 30, 2025 |
|
||
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Other assets |
|
|
|
|
|
|
||
The following table presents the Company's amortization expense related to deferred commissions on the Consolidated Statements of Income for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively:
|
|
Thirteen Weeks Ended |
|
|||||
(in thousands) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Selling and administrative expenses |
|
$ |
|
|
$ |
|
||
4. Acquisitions
During the thirteen weeks ended November 29, 2025, the Company completed
9
The following table presents aggregate information relating to the acquisition of businesses during the thirteen weeks ended November 29, 2025 (in thousands):
Thirteen Weeks Ended |
|
November 29, 2025 |
|
|
Tangible assets acquired |
|
$ |
|
|
Goodwill |
|
|
|
|
Customer contracts |
|
|
|
|
Other intangibles assets |
|
|
|
|
Total consideration paid for acquisition of businesses |
|
|
|
|
Contingent holdbacks |
|
|
( |
) |
Acquisition of businesses, net of contingent holdbacks |
|
$ |
|
|
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 U.S. and Canadian 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 November 29, 2025 and November 30, 2024 were $
Pension Plan and Supplemental Executive Retirement Plan
The Company accounts for its pension plan and Supplemental Executive Retirement Plan on an accrual basis over certain employees’ estimated service periods.
The Company maintains an unfunded Supplemental Executive Retirement Plan for certain eligible employees of the Company and
Non-qualified Deferred Compensation Plan
The Company adopted the UniFirst Corporation Deferred Compensation Plan (the “NQDC Plan”) effective on February 1, 2022. The NQDC Plan is an unfunded, non-qualified deferred compensation plan that allows eligible participants to voluntarily defer receipt of their salary and annual cash bonuses up to approved limits. In its discretion, the Company may credit one or more additional contributions to participant accounts. NQDC Plan participants who are not accruing benefits under the Supplemental Executive Retirement Plan are eligible to have discretionary annual employer contributions credited to their NQDC Plan accounts. All participants are also eligible to have employer supplemental contributions and employer discretionary contributions credited to their NQDC Plan accounts. The amounts of such contributions, if any, may differ from year to year and from participant to participant.
The amounts for employee or employer contributions charged to expense related to the NQDC Plan for the thirteen weeks ended November 29, 2025 and the thirteen weeks ended November 30, 2024 were $
The Company, at its discretion, may also elect to transfer funds to a trust account with the intention to fund the future liability. Total NQDC Plan assets were $
Earnings and losses on contributions, based on investment elections, are recorded as a component of compensation expense in the period earned and are included within other (income) expense, net. For the thirteen weeks ended November 29, 2025 and thirteen weeks ended November 30, 2024, other income was $
10
6. Income Per Share
The Company calculates income per share by allocating income to its unvested participating securities as part of its income per share calculations.
|
|
Thirteen Weeks Ended |
|
|||||
|
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Net income available to shareholders |
|
$ |
|
|
$ |
|
||
Allocation of net income for Basic: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
Class B Common Stock |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Weighted average number of shares for Basic: |
|
|
|
|
|
|
||
Common Stock |
|
|
|
|
|
|
||
Class B Common Stock |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Income per share for Basic: |
|
|
|
|
|
|
||
Common Stock |
|
$ |
|
|
$ |
|
||
Class B Common Stock |
|
$ |
|
|
$ |
|
||
The Company is required to calculate diluted income per share for Common Stock using the more dilutive of the following two methods:
For the thirteen weeks ended November 29, 2025 and November 30, 2024, the Company’s diluted income per share assumes the conversion of all vested Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares.
|
|
Thirteen Weeks Ended November 29, 2025 |
|
|||||||||
|
|
Earnings |
|
|
Common |
|
|
Income |
|
|||
As reported - Basic |
|
$ |
|
|
|
|
|
$ |
|
|||
Add: effect of dilutive potential common shares |
|
|
|
|
|
|
|
|
|
|||
Share-Based Awards |
|
|
|
|
|
|
|
|
|
|||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|||
As reported – Diluted |
|
$ |
|
|
|
|
|
$ |
|
|||
|
|
Thirteen Weeks Ended November 30, 2024 |
|
|||||||||
|
|
Earnings |
|
|
Common |
|
|
Income |
|
|||
As reported - Basic |
|
$ |
|
|
|
|
|
$ |
|
|||
Add: effect of dilutive potential common shares |
|
|
|
|
|
|
|
|
|
|||
Share-Based Awards |
|
|
|
|
|
|
|
|
|
|||
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|||
As reported – Diluted |
|
$ |
|
|
|
|
|
$ |
|
|||
Anti-dilutive stock-based awards excluded from the calculations of diluted income per share were immaterial during the periods presented.
11
7. Inventories
The components of inventory as of November 29, 2025 and August 30, 2025 were as follows (in thousands):
|
|
November 29, 2025 |
|
|
August 30, 2025 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventories |
|
$ |
|
|
$ |
|
||
8
The changes in the carrying amount of goodwill for the thirteen weeks ended November 29, 2025 were as follows (in thousands):
Balance as of August 30, 2025 |
|
$ |
|
|
Goodwill recorded during the period |
|
|
|
|
Other |
|
|
( |
) |
Balance as of November 29, 2025 |
|
$ |
|
Intangible assets, net in the Company’s Consolidated Balance Sheets were as follows (in thousands):
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
November 29, 2025 |
|
|
|
|
|
|
|
|
|
|||
Customer contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Software |
|
|
|
|
|
|
|
|
|
|||
Other intangible assets |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
August 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Customer contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Software |
|
|
|
|
|
|
|
|
|
|||
Other intangible assets |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
9. Asset Retirement Obligations
A reconciliation of the Company’s asset retirement liability for the thirteen weeks ended November 29, 2025 is as follows (in thousands):
Balance as of August 30, 2025 |
|
$ |
|
|
Accretion expense |
|
|
|
|
Effect of exchange rate changes |
|
|
( |
) |
Balance as of November 29, 2025 |
|
$ |
|
The Company's asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheets.
10. 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 wastes and other substances. In particular, industrial laundries currently use and must properly dispose of detergent wastewater and other residues, and, in the past, used perchloroethylene and other dry-cleaning solvents. The Company is attentive to the environmental
12
concerns surrounding the disposal of these materials and has, through the years, taken measures to avoid their improper disposal. The Company has settled, or contributed to the settlement of, past actions or claims brought against the Company relating to the disposal of hazardous materials at several sites 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.
U.S. 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, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of the Company’s attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for environmental and other contingent liabilities.
There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. 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
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 accompanying Consolidated Statements of Income.
The changes to the Company’s environmental liabilities for the thirteen weeks ended November 29, 2025 were as follows (in thousands):
Balance as of August 30, 2025 |
|
$ |
|
|
Costs incurred for which reserves have been provided |
|
|
( |
) |
Insurance proceeds |
|
|
( |
) |
Interest accretion |
|
|
|
|
Changes in discount rates |
|
|
|
|
Revisions in estimates |
|
|
( |
) |
|
$ |
|
Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of November 29, 2025, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands):
|
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
|
Total |
|
|||||||
Estimated costs – current dollars |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Estimated insurance proceeds |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net anticipated costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Effect of inflation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Effect of discounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Balance as of November 29, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||||
Estimated insurance proceeds are primarily obtained from an annuity received as part of a legal settlement with an insurance company. Annual proceeds of approximately $
The Company’s nuclear garment decontamination facilities are licensed by respective state agencies, as delegated authority by the Nuclear Regulatory Commission (the “NRC”) pursuant to the NRC’s Agreement State program and are subject to applicable federal and state radioactive material regulations. In addition, the Company’s international locations (Canada, the United Kingdom and the
13
European Union) are regulated by equivalent respective jurisdictional 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 and regulatory proceedings and claims arising from the conduct of its business operations, including but not limited to, personal injury claims, customer contract matters, employment claims and environmental matters as described above.
In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on the Company’s subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $
While it is impossible for the Company 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 U.S. GAAP. It is possible, however, that the future financial position and/or results of operations for any particular future 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.
11. Income Taxes
In accordance with ASC 740, Income Taxes (“ASC 740”), each interim period is considered integral to the annual period and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.
Effective tax rate
The Company’s effective tax rate for the thirteen weeks ended November 29, 2025 was
Uncertain tax positions
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense, consistent with prior periods. During the thirteen weeks ended November 29, 2025, unrecognized tax positions increased by $
The Company files federal income tax returns in the United States and Canada, as well as state and provincial income tax returns in most U.S. jurisdictions and several Canadian provinces. The Company is periodically subject to income tax audits in these jurisdictions, which can be complex and may take several years to resolve. The final resolution of such audits may result in adjustments to the Company’s tax accruals or income tax provision, which could materially affect results of operations in the period of resolution.
U.S. and Canadian federal income tax statutes are closed for filings through fiscal years 2021 and 2017, respectively. With limited exceptions, state and local income tax examinations are closed for periods prior to fiscal 2022. The Company does not expect its unrecognized tax benefits to materially change during the next 12 months.
14
12. Long-Term Debt
On August 12, 2025, the Company entered into an amended and restated $
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 evaluates its compliance with these financial covenants on a fiscal quarterly basis. As of November 29, 2025, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as plus
As of November 29, 2025, the Company had
As of November 29, 2025, the Company was in compliance with all covenants under the Credit Agreement.
13. Accumulated Other Comprehensive Loss
The changes in each component of accumulated other comprehensive loss, net of tax, for the thirteen weeks ended November 29, 2025 and November 30, 2024 were as follows (in thousands):
|
|
Thirteen Weeks Ended November 29, 2025 |
|
|||||||||||||
|
|
Foreign |
|
|
Pension- |
|
|
Derivative |
|
|
Total |
|
||||
Balance as of August 30, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive (loss) income before reclassification |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from accumulated other |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance as of November 29, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
Thirteen Weeks Ended November 30, 2024 |
|
|||||||||||||
|
|
Foreign |
|
|
Pension- |
|
|
Derivative |
|
|
Total |
|
||||
Balance as of August 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive (loss) income before reclassification |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from accumulated other |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net current period other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance as of November 30, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
15
Amounts reclassified from accumulated other comprehensive loss, net of tax, for the thirteen weeks ended November 29, 2025 and November 30, 2024 were as follows (in thousands):
|
|
Thirteen Weeks Ended |
|
|||||
|
|
November 29, 2025 |
|
|
November 30, 2024 |
|
||
Derivative financial instruments, net: |
|
|
|
|
|
|
||
Forward contracts (a) |
|
$ |
( |
) |
|
$ |
( |
) |
Total, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Total amounts reclassified, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
14. 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.
Prior to May 31, 2025, the Company organized its business into
Beginning with the fourth quarter of 2025, the Company reorganized its business into
Uniform & Facility Service Solutions: This reporting segment consolidates the former U.S. and Canadian Rental and Cleaning, MFG and Corporate segments and includes our cleanroom solutions, which was previously part of the Specialty Garments reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. The segment, through our cleanroom solutions, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations. Additionally, Uniform & Facility Service Solutions consists of our distribution center, sales and marketing, information systems, engineering, materials management, manufacturing planning, finance, budgeting, human resources, other general and administrative costs and interest expense.
First Aid & Safety Solutions: We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services, non-prescription medicines and safety supplies, and provides certain safety training.
Other: This reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom business. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.
The Company’s chief operating decision maker (the “CODM”) is the .
16
The following table includes the Company's financial results by reportable segment for the thirteen weeks ended November 29, 2025 and November 30, 2024 (in thousands):
As of and for |
|
Uniform & Facility Service Solutions |
|
|
First Aid & Safety Solutions |
|
|
Other |
|
|
Total |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of and for |
|
Uniform & Facility Service Solutions |
|
|
First Aid & Safety Solutions |
|
|
Other |
|
|
Total |
|
||||
Revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating Income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
15. Shares Repurchased and Dividends
The Company has two classes of common stock: Common Stock and Class B Common Stock. Each share of Common Stock is entitled to
On October 28, 2025, the Company’s Board of Directors declared increased quarterly cash dividends of $
On October 24, 2023, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $
16. Related Party
During both the thirteen weeks ended November 29, 2025 and November 30, 2024, the Company recognized $
17
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 may 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,” “strategy,” “objective,” “assume,” “strive,” “design,” “assumption,” “vision” 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 an economic recession or other adverse economic conditions, including, without limitation, as a result of elevated inflation or interest rates or extraordinary events or circumstances such as geopolitical conflicts like the conflict between Russia and Ukraine and disruption in the Middle East, and their impact on our customers’ businesses and workforce levels, disruptions of our business and operations, including limitations on, or closures of, our facilities, or the business and operations of our customers or suppliers in connection with extraordinary events or circumstances, uncertainties regarding our ability to consummate acquisitions and successfully integrate acquired businesses, and the performance of such 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 and quarterly 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, which such supply could be severely disrupted as a result of extraordinary events or circumstances such as the conflict between Russia and Ukraine, any loss of key management or other personnel, increased costs as a result of any changes in federal, state, international or other laws, rules and regulations or governmental interpretation of such laws, rules and regulations, uncertainties regarding, or adverse impacts from continued high price levels of natural gas, electricity, fuel and labor or increases in such costs, the negative effect on our business from sharply depressed oil and natural gas prices, the continuing increase in domestic healthcare costs, increased workers’ compensation claim costs, increased healthcare claim costs, our ability to retain and grow our customer base, demand and prices for our products and services, fluctuations in our nuclear business, political or other instability, supply chain disruption or infection among our employees in Mexico and Nicaragua where our principal garment manufacturing plants are located, our ability to properly and efficiently design, construct, implement and operate a new enterprise resource planning (“ERP”) 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 any changes in or additional Securities and Exchange Commission (“SEC”), New York Stock Exchange and accounting or other rules, strikes and unemployment levels, our efforts to evaluate and potentially reduce internal costs, the impact of U.S. and foreign trade policies and tariffs or other impositions on imported goods on our business, results of operations and financial condition, our ability to successfully implement our business strategies and processes, including our capital allocation strategies, our ability to successfully remediate the material weakness in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025 and the other factors described under “Part I, Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended August 30, 2025 and in our other filings with the SEC, including, without limitation, under Part II, Item 1A. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We undertake no obligation to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.
Business Overview
UniFirst Corporation, a corporation organized under the laws of the Commonwealth of Massachusetts in 1950, together with its subsidiaries, hereunder referred to as “we”, “our”, the “Company”, or “UniFirst”, is one of the leading providers of workplace uniforms and protective work wear clothing in North America. 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 and sell 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 as well as provide certain safety training, to a variety of manufacturers, retailers and service companies. We serve businesses of all sizes across multiple industries and sectors. We provide our products and services to over 300,000 customer locations in the U.S., Canada and Europe.
As mentioned and described in Note 14, “Segment Reporting,” beginning with the fourth quarter of fiscal 2025, we reorganized our business into three reportable operating segments based on the information reviewed by our Chief Executive Officer: Uniform &
18
Facility Service Solutions, First Aid & Safety Solutions and Other. Refer to Note 14, “Segment Reporting” to our Consolidated Financial Statements for our disclosure of segment information. We have recast certain prior period segment results to conform with the current presentation.
The Uniform & Facility Service Solutions segment consolidates the former Corporate, Manufacturing (“MFG”) and U.S. and Canadian Rental and Cleaning operating segments and includes our cleanroom operations, which was previously part of the Specialty Garments Rental and Cleaning (“Specialty Garments”) reporting segment. The Uniform & Facility Service Solutions reporting segment designs, manufactures, purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. Certain operations of the Uniform & Facility Service Solutions reporting segment are referred to by the Company as “industrial laundry operations” and we refer to the locations related to this reporting segment as our “industrial laundries”. Additionally, the Uniform & Facility Service Solutions consists of our 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 segment, through the Company’s cleanroom operations, also purchases, rents, cleans, delivers and sells specialty garments and non-garment items primarily for cleanroom applications and provides cleanroom cleaning at limited customer locations.
We renamed our First Aid reporting segment as the First Aid & Safety Solutions reporting segment to better reflect the scope of services and products offered. The First Aid & Safety Solutions reporting segment sells first aid cabinet services and other safety supplies, provides certain safety training and maintains wholesale distribution and pill packaging operations for non-prescription medicines.
The Other reporting segment currently consists of our nuclear business, which was previously part of the Specialty Garments reporting segment with our cleanroom operations. The segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear applications.
Factors Affecting our Business
In general, we believe that our results of operations are not dependent on moderate changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, customer agreements that generally provide for price increases and continued focus on improvements in operational productivity. However, the inflationary environment in recent years had a negative impact on our margins, including increased energy costs for our vehicles and our plants, and increased wages in the labor markets in which we compete. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods or other causes are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition.
We are also monitoring and evaluating the potential impact of recently announced new or increased tariffs on imported goods. If any such tariffs were to increase our cost or difficulty of obtaining raw materials or products from suppliers and we were unable to mitigate the impacts of any such increased costs or difficulties, it could have a material adverse impact on our business and our results of operations. In addition, any such tariffs or other impositions on imported goods could have a negative adverse impact on economic conditions generally and on the businesses of our customers, including decreases in wearer levels at our customers, which could have a material adverse impact on our business and our results of operations.
Please see Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 and Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q for an additional discussion of risks and potential risks of adverse economic
19
conditions on our business, financial condition and results of operations, including, without limitation, as a result of inflation, elevated interest rates and/or increases in interest rates, geopolitical issues, U.S. and foreign tariffs or other impositions on imported goods.
Results of Operations
The following table presents certain selected financial data, including the percentage of revenues represented by each item, for the thirteen weeks ended November 29, 2025 and November 30, 2024.
|
|
Thirteen Weeks Ended |
|
|||||||||||||||||
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
% of |
|
|
November 30, 2024 |
|
|
% of |
|
|
% |
|
|||||
Revenues |
|
$ |
621,318 |
|
|
|
100.0 |
% |
|
$ |
604,908 |
|
|
|
100.0 |
% |
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenues (1) |
|
|
393,029 |
|
|
|
63.3 |
|
|
|
381,054 |
|
|
|
63.0 |
|
|
|
3.1 |
|
Selling and administrative expenses (1) |
|
|
147,806 |
|
|
|
23.8 |
|
|
|
133,515 |
|
|
|
22.1 |
|
|
|
10.7 |
|
Depreciation and amortization |
|
|
35,175 |
|
|
|
5.7 |
|
|
|
34,808 |
|
|
|
5.8 |
|
|
|
1.1 |
|
Total operating expenses |
|
|
576,010 |
|
|
|
92.8 |
|
|
|
549,377 |
|
|
|
90.9 |
|
|
|
4.8 |
|
Operating income |
|
|
45,308 |
|
|
|
7.3 |
|
|
|
55,531 |
|
|
|
9.2 |
|
|
|
(18.4 |
) |
Other income, net |
|
|
(1,670 |
) |
|
|
(0.3 |
) |
|
|
(2,405 |
) |
|
|
(0.4 |
) |
|
|
(30.6 |
) |
Income before income taxes |
|
|
46,978 |
|
|
|
7.6 |
|
|
|
57,936 |
|
|
|
9.6 |
|
|
|
(18.9 |
) |
Provision for income taxes |
|
|
12,615 |
|
|
|
2.0 |
|
|
|
14,831 |
|
|
|
2.5 |
|
|
|
(14.9 |
) |
Net income |
|
$ |
34,363 |
|
|
|
5.5 |
% |
|
$ |
43,105 |
|
|
|
7.1 |
% |
|
|
(20.3 |
)% |
20
General
We derive our revenues from the services described under “Business Overview” above.
Cost of revenues 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, and distribution costs associated with operating our Uniform & Facility Service Solutions operations, Other segment facilities, and First Aid & Safety Solutions locations. Selling and administrative costs include costs related to our sales and marketing functions as well as general and administrative costs associated with our corporate offices, non-operating environmental sites and operating locations including information systems, engineering, materials management, manufacturing planning, finance, budgeting, and human resources.
In fiscal 2022, we initiated a multiyear ERP project that we plan to continue through 2027, with early phases focused on master data management and finance capabilities followed by subsequent phases with a strong focus on supply chain and procurement automation and technology. We believe that this initiative will become the foundation of our systems technology footprint and will integrate and complement the capabilities of our other core systems. We expect the ERP system, and the new supply chain and procurement capabilities that it will provide to enable lower operating costs and contribute to the reduction of customer churn. Such benefits are expected to be delivered through enhanced inventory utilization and vendor management, improved response times to customer orders and more efficient back-end processes. As of November 29, 2025, we capitalized $51.5 million related to our ERP project. We refer to our ERP project as our “Key Initiative”.
Thirteen weeks ended November 29, 2025 compared with thirteen weeks ended November 30, 2024
Revenues
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Uniform & Facility Service Solutions |
|
$ |
565,892 |
|
|
$ |
552,752 |
|
|
$ |
13,140 |
|
|
|
2.4 |
% |
First Aid & Safety Solutions |
|
|
30,244 |
|
|
|
26,222 |
|
|
|
4,022 |
|
|
|
15.3 |
% |
Other |
|
|
25,182 |
|
|
|
25,934 |
|
|
|
(752 |
) |
|
|
(2.9 |
)% |
Total consolidated revenues |
|
$ |
621,318 |
|
|
$ |
604,908 |
|
|
$ |
16,410 |
|
|
|
2.7 |
% |
The increase in consolidated revenues of 2.7% during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was due primarily to growth in our Uniform & Facility Service Solutions of 2.4%. The increase in our Uniform & Facility Service Solutions was due to organic growth of 2.4%. The Uniform & Facility Service Solutions organic growth rate was primarily the result of solid new account sales and benefited from improve customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of (0.1)%.
First Aid & Safety Service Solutions revenues in the thirteen weeks ended November 29, 2025 increased 15.3% compared to the prior year comparable period due primarily to double-digit growth in our van business.
In the thirteen weeks ended November 29, 2025, Other segment revenues were impacted by the beginning of a wind-down of a large refurbishment project, as well as a lower number of reactor outages due to the cyclical nature of the nuclear business. Other segment results are often affected by seasonality and the timing and length of its customers’ power reactor outages as well as its project-based activities.
Cost of revenues
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Cost of revenues |
|
$ |
393,029 |
|
|
$ |
381,054 |
|
|
$ |
11,975 |
|
|
|
3.1 |
% |
% of Revenues |
|
|
63.3 |
% |
|
|
63.0 |
% |
|
|
|
|
|
|
||
The increase in consolidated cost of revenues during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was primarily attributable to investments in service staffing to drive continued improvement in our customer retention and higher healthcare claims expenses. These increases were partially offset by lower merchandise costs as a percentage of revenues compared to the prior year comparable period.
21
Selling and administrative expenses
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Selling and administrative expenses |
|
$ |
147,806 |
|
|
$ |
133,515 |
|
|
$ |
14,291 |
|
|
|
10.7 |
% |
% of Revenues |
|
|
23.8 |
% |
|
|
22.1 |
% |
|
|
|
|
|
|
||
The increase in selling and administrative costs during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period was due primarily to anticipated investments in accelerating growth and our digital transformation. In addition, selling and administrative costs were affected by higher legal costs of $1.6 million and healthcare claims of $1.4 million. These increases were partially offset by lower costs related to the Company’s Key Initiative, which totaled $2.3 million during the thirteen weeks ended November 29, 2025 compared to $2.5 million during the prior year comparable period.
Depreciation and amortization
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Depreciation and amortization |
|
$ |
35,175 |
|
|
$ |
34,808 |
|
|
$ |
367 |
|
|
|
1.1 |
% |
% of Revenues |
|
|
5.7 |
% |
|
|
5.8 |
% |
|
|
|
|
|
|
||
Depreciation and amortization expense remained relatively consistent during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period.
Operating income
For the thirteen weeks ended November 29, 2025 and November 30, 2024, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Uniform & Facility Service Solutions |
|
$ |
41,837 |
|
|
$ |
48,520 |
|
|
$ |
(6,683 |
) |
|
|
(13.8 |
)% |
First Aid & Safety Solutions |
|
|
(402 |
) |
|
|
341 |
|
|
|
(743 |
) |
|
|
(217.9 |
)% |
Other |
|
|
3,873 |
|
|
|
6,670 |
|
|
|
(2,797 |
) |
|
|
(41.9 |
)% |
Operating income |
|
$ |
45,308 |
|
|
$ |
55,531 |
|
|
$ |
(10,223 |
) |
|
|
(18.4 |
)% |
Operating income margin |
|
|
7.3 |
% |
|
|
9.2 |
% |
|
|
|
|
|
|
||
Other income, net
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Interest income, net |
|
$ |
(1,929 |
) |
|
$ |
(2,695 |
) |
|
$ |
766 |
|
|
|
(28.4 |
)% |
Other expense, net |
|
|
259 |
|
|
|
290 |
|
|
|
(31 |
) |
|
|
(10.7 |
)% |
Total other income, net |
|
$ |
(1,670 |
) |
|
$ |
(2,405 |
) |
|
$ |
735 |
|
|
|
(30.6 |
)% |
Other income, net, for the thirteen weeks ended November 29, 2025 decreased compared to the prior year comparable period, primarily reflecting lower cash reserves and lower interest rates, which reduced interest income, along with higher bank fees.
Provision for income taxes
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Provision for income taxes |
|
$ |
12,615 |
|
|
$ |
14,831 |
|
|
$ |
(2,216 |
) |
|
|
(14.9 |
)% |
Effective income tax rate |
|
|
26.9 |
% |
|
|
25.6 |
% |
|
|
|
|
|
|
||
The increase in the effective tax rate for the thirteen weeks ended November 29, 2025 as compared to the corresponding period in the prior year was due primarily to the timing and amount of excess tax benefits and deficiencies associated with employee share-based payments.
22
Liquidity and Capital Resources
General
Cash and cash equivalents, and short-term investments totaled $129.5 million as of November 29, 2025, a decrease of $79.6 million from $209.2 million as of August 30, 2025. The decrease in cash and cash equivalents and short-term investments was largely driven by our continued investment in our business with capital expenditures totaling $38.9 million, $32.7 million of share repurchases, $13.3 million of First Aid & Safety Solutions acquisitions and $6.1 million of dividend payments. These decreases were partially offset by $14.9 million of cash provided from operating activities during the thirteen weeks ended November 29, 2025.
On April 8, 2025, our Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in 2023.
Pursuant to the share repurchase program, we repurchased 194,100 shares of our Common Stock for an aggregate of approximately $31.7 million during the thirteen weeks ended November 29, 2025. As of November 29, 2025, we had $8.9 million remaining to repurchase shares under the share repurchase program.
We believe, although there can be no assurance, that our current cash and cash equivalents, our cash generated from future operations and amounts available under our Credit Agreement (as defined below) will be sufficient to meet our current anticipated working capital and capital expenditure requirements for at least the next 12 months and will enable us to manage the impacts of inflation and address related liquidity needs.
Cash flows provided by operating activities have historically been the primary source of our liquidity. We generally use these cash flows to fund most, if not all, of our operations, capital expenditure and acquisition activities as well as dividends on our Common Stock and stock repurchases. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt, to fund growth and acquisition opportunities, as well as other cash requirements.
Sources and uses of cash flows for the thirteen weeks ended November 29, 2025 and November 30, 2024, respectively, are summarized as follows:
(In thousands, except percentages) |
|
November 29, 2025 |
|
|
November 30, 2024 |
|
|
Dollar |
|
|
Percent |
|
||||
Net cash provided by operating activities |
|
$ |
14,851 |
|
|
$ |
58,124 |
|
|
$ |
(43,273 |
) |
|
|
(74.4 |
)% |
Net cash used in investing activities |
|
|
(52,100 |
) |
|
|
(37,460 |
) |
|
|
(14,640 |
) |
|
|
39.1 |
% |
Net cash used in financing activities |
|
|
(42,059 |
) |
|
|
(15,551 |
) |
|
|
(26,508 |
) |
|
|
170.5 |
% |
Effect of exchange rate changes |
|
|
(216 |
) |
|
|
(438 |
) |
|
|
222 |
|
|
|
(50.7 |
)% |
Net (decrease) increase in cash and cash equivalents |
|
$ |
(79,524 |
) |
|
$ |
4,675 |
|
|
$ |
(84,199 |
) |
|
|
(1801.0 |
)% |
Net Cash Provided by Operating Activities
The net cash provided by operating activities during the thirteen weeks ended November 29, 2025 decreased as compared to the prior year comparable period due primarily to unfavorable changes in rental merchandise in service of $12.9 million, prepaid and accrued income taxes of $10.2 million, accrued liabilities of $8.5 million and lower profitability.
The unfavorable impact from merchandise in service was due primarily to the installment of garments for several large customers during the thirteen weeks ended November 29, 2025. The increase in prepaid and accrued income taxes reflects the impact of federal and state tax payments made during the first quarter of fiscal 2026. The decrease in accrued liabilities was driven primarily by the payout of fiscal 2025 management bonuses during the period.
In addition, net cash provided by operating activities was negatively impacted by a $5.4 million increase in prepaid expenses and other current assets and a $4.9 million increase in accounts receivable during the thirteen weeks ended November 29, 2025 compared to the prior year comparable period. The increase in prepaid expenses and other current assets was driven primarily by higher prepayments for annual renewals of information technology contracts and insurance policies, while the increase in accounts receivable was due primarily to higher volume of revenue during the thirteen weeks ended November 29, 2025.
23
These increases were partially offset by a $5.1 million increase in accounts payable due primarily to the timing of cash payments and a $1.2 million decrease in inventories, driven by the timing of shipments.
Net Cash Used in Investing Activities
The net cash used in investing activities during the thirteen weeks ended November 29, 2025 increased as compared to the prior year comparable period due primarily to an increase in cash paid for acquisitions of $11.0 million and increase in capital expenditures of $5.3 million. Offsetting these increases was a decrease in net investment in certificates of deposit of $1.7 million
Net Cash Used in Financing Activities
The net cash used in financing activities during the thirteen weeks ended November 29, 2025 increased as compared to the prior year comparable period due primarily to a $26.4 million increase in the repurchase of Common Stock during the period.
Long-term Debt and Borrowing Capacity
See Note 12, “Long-Term Debt” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on long-term debt and borrowing capacity.
Derivative Instruments and Hedging Activities
See Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report on Form 10-Q for information regarding our derivative instruments and hedging activities.
Environmental and Legal Contingencies
We are involved with environmental investigation, monitoring and remediation activities at certain sites. In addition, from time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect, although there can be no assurance, that we will sustain any material loss as a result thereof. Refer to Note 10, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below and in our Annual Report on Form 10-K for the year ended August 30, 2025, for further discussion.
In addition, in the fourth quarter of fiscal 2022, the Mexican federal tax authority issued a tax assessment on our subsidiary in Mexico for fiscal 2016 import taxes, value added taxes and custom processing fees of over $17.0 million, plus surcharges, fines and penalties of over $67.7 million for a total assessment of over $84.7 million. We challenged the validity of the tax assessment through an appeal process. In the first quarter of fiscal 2025, the Federal Tax Court in Mexico made a determination partially in our favor. Following the Federal Tax Court’s determination, we filed a constitutional action before the Federal Administrative Court. In addition, the federal tax authority appealed the determination of the Federal Tax Court. While we are unable to ascertain the ultimate outcome of this matter, based on the information currently available, we believe that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, we are unable to reasonably assess an estimate or range of estimates of any potential losses.
While it is impossible for us to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits and environmental contingencies, we believe that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance have been properly accrued in accordance with accounting principles under U.S. GAAP. It is possible, however, that the future financial position and/or results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of our control.
Contractual Obligations and Other Commercial Commitments
As of November 29, 2025, there were no material changes to our contractual obligations that were disclosed in our Annual Report on Form 10-K for the year ended August 30, 2025. As of November 29, 2025, we did not have any off-balance sheet arrangements.
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 U.S. GAAP. As such, management is required to make certain estimates, judgments and
24
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 estimates are defined as those that are reflective of significant judgments and uncertainties, the most important and pervasive accounting estimates used and areas most sensitive to material changes from external factors. The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements presented in this report are described in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Notes to the Consolidated Financial Statements that are each included in our Annual Report on Form 10-K for the year ended August 30, 2025. There have been no significant changes in our critical accounting estimates since the year ended August 30, 2025.
Recent Accounting Pronouncements
See Note 2, “Recent Accounting Pronouncements” to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.
25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
We have determined that all of our foreign subsidiaries operate primarily in local currencies that represent the functional currencies of such subsidiaries. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars using the exchange rate prevailing at the balance sheet date. The effects of exchange rate fluctuations on the translation of assets and liabilities are recorded as a component of shareholders’ equity. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year. As such, our financial condition and operating results are affected by fluctuations in the value of the U.S. dollar as compared to currencies in foreign countries. Revenues denominated in currencies other than the U.S. dollar represented approximately 7.3% of total consolidated revenues for the thirteen weeks ended November 29, 2025. Total assets denominated in currencies other than the U.S. dollar represented approximately 7.0% of our total consolidated assets for both November 29, 2025 and August 30, 2025. If exchange rates had increased or decreased by 10% from the actual rates in effect during the thirteen weeks ended November 29, 2025, our revenues would have increased or decreased by $4.5 million, and total assets as of November 29, 2025 would have increased or decreased by approximately $19.4 million.
In August 2021, we entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage our exposure related to certain forecasted CAD denominated sales of one of our subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of our domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, we will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. We concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP.
As of November 29, 2025, we had forward contracts with a notional value of approximately 1.4 million CAD outstanding and recorded the fair value of the contracts of $0.1 million in prepaid expenses and other current assets with a corresponding gain of $0.1 million in accumulated other comprehensive loss, which was recorded net of tax. During the thirteen weeks ended November 29, 2025, we reclassified a nominal amount from accumulated other comprehensive loss to revenue related to the derivative financial instruments. The gain on these forward contracts that resulted in a decrease to accumulated other comprehensive loss as of November 29, 2025 is expected to be reclassified to revenues prior to their maturity on August 29, 2026.
Other than the forward contracts, discussed above, we do not operate a hedging program to mitigate the effect of a significant change in the value of the functional currencies of our foreign subsidiaries, which include the Canadian dollar, euro, British pound, Mexican peso and Nicaraguan cordoba, as compared to the U.S. dollar. Any losses or gains resulting from unhedged foreign currency transactions, including exchange rate fluctuations on intercompany accounts are reported as transaction losses (gains) in our other income, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During the thirteen weeks ended November 29, 2025, transaction gains included in other income, net were approximately $0.1 million. If exchange rates had increased or decreased by 10% during the thirteen weeks ended November 29, 2025, we would have recognized exchange gains or losses of approximately $0.1 million.
Interest Rate Sensitivity
We are exposed to market risk from changes in interest rates, which may adversely affect our financial position, results of operations and cash flows. In seeking to minimize the risks from interest rate fluctuations, we manage exposures through our operating and financing activities. We are exposed to interest rate risk primarily through borrowings under our Credit Agreement. During the thirteen weeks ended November 29, 2025, we had no outstanding borrowings under the Credit Agreement. Under the Credit Agreement, we borrow funds at variable interest rates based on, at our election, the SOFR rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. To the extent we have borrowings outstanding under the Credit Agreement, changes in interest rates result in changes in our interest expense.
Please see Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025 for an additional discussion of risks and potential risks on our business, financial performance and the market price of our Common Stock.
26
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, solely as a result of the material weakness previously identified by management and described in our Annual Report on Form 10-K for the year ended August 30, 2025, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and management necessarily was required to apply our judgment in designing and evaluating the controls and procedures. We continue to review our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Changes in Internal Control over Financial Reporting
Other than the remediation measures with respect to the material weakness described below, there were no changes in our internal control over financial reporting during the first quarter of fiscal 2026 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Previously Identified Material Weakness
As described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we previously identified a material weakness related to our CRM system which affected revenue and receivables as well as a group of legacy applications which affected revenue and receivables, supply inventory and merchandise in service. Consequently, our automated and manual business process controls that rely upon information from our IT systems were also deemed ineffective because they could have been adversely impacted.
Remediation
Our management is committed to maintaining a strong internal control environment. In response to the material weakness described in Part II, Item 9A of our Annual Report on Form 10-K for the year ended August 30, 2025, we implemented a number of remedial actions, including (i) redesigning our manage change and manage access processes and controls, (ii) investing additional resources to enhance oversight and involvement from our recently created Process, Risk and Controls group, (iii) strengthening our internal policies related to IT general controls (“ITGCs”), (iv) enhancing training and awareness programs addressing ITGCs and policies, including further education of control owners regarding the principles and requirements of each control, and (v) progressing our implementation of an Identity and Access Management (IAM) system, which will provide enhanced control over the provisioning of user access.
As a result of these efforts, we have made significant progress in remediating the design and operating effectiveness of our control environment and successfully addressed ITGCs for several key financial systems, including our legacy ERP platform and supporting tools and utilities.
We also advanced remediation efforts related to deficiencies in change management and access management for our CRM system and certain legacy applications, though some action items remained incomplete at the end of fiscal 2025.
Our focus remains on resolving the design and operational issues tied to change and access management in both the CRM and other legacy applications. At the same time, we are investing in broader IT system improvements, including the implementation of Oracle Cloud ERP. While unanticipated delays and complexities may extend the timeline, our plan at this time is to fully remediate the identified material weakness by the end of fiscal 2026.
Our Chief Executive Officer and Chief Financial Officer have certified in certifications furnished with this Quarterly Report on Form 10-Q that, to the best of their knowledge, the information contained in this Quarterly Report on Form 10-Q fairly presents, in all
27
material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in this Quarterly Report on Form 10-Q.
28
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved with environmental investigation, monitoring and remediation activities at certain sites. In addition, from time to time, we are subject to legal proceedings and claims arising from the current conduct of our business operations, including but not limited to, personal injury, customer contract, employment claims and environmental and tax matters as described described in our Consolidated Financial Statements. We maintain insurance coverage providing indemnification against many of such claims, and we do not expect, although there can be no assurance, that we will sustain any material loss as a result thereof. Refer to Note 10, “Commitments and Contingencies,” to the Consolidated Financial Statements, as well as Part II, Item 1A. “Risk Factors” below and in our Annual Report on Form 10-K for the year ended August 30, 2025, for further discussion.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended August 30, 2025, which could materially affect our business, financial condition, and future results. The risks described in our Annual Report on Form 10-K for the year ended August 30, 2025 are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results. Except to the extent previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended August 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about repurchases of our equity securities during the thirteen weeks ended November 29, 2025:
Period |
|
(a) Total |
|
|
(b) Average |
|
|
(c) Total Number |
|
|
(d) Maximum |
|
||||
August 31, 2025 - September 27, 2025 |
|
|
51,000 |
|
|
$ |
172.47 |
|
|
|
51,000 |
|
|
$ |
31,773,252 |
|
September 28, 2025 - October 25, 2025 |
|
|
66,100 |
|
|
$ |
164.75 |
|
|
|
66,100 |
|
|
$ |
20,882,045 |
|
October 26, 2025 - November 29, 2025 |
|
|
77,000 |
|
|
$ |
155.64 |
|
|
|
77,000 |
|
|
$ |
8,896,493 |
|
Total |
|
|
194,100 |
|
|
|
|
|
|
194,100 |
|
|
|
|
||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
29
ITEM 5. OTHER INFORMATION
30
ITEM 6. EXHIBITS
|
|
|
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of Steven S. Sintros (filed herewith). |
|
|
|
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of Shane O’Connor (filed herewith). |
|
|
|
32.1 |
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
|
|
|
32.2 |
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
|
|
|
101 |
|
The following financial information from UniFirst Corporation Quarterly Report on Form 10-Q for the quarter ended November 29, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) (filed herewith). |
31
SIGNATURES
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 thereunto duly authorized.
|
|
UniFirst Corporation |
|
|
|
January 7, 2026 |
By: |
/s/ Steven S. Sintros |
|
|
Steven S. Sintros |
|
|
President and Chief Executive Officer |
|
|
|
January 7, 2026 |
By: |
/s/ Shane O’Connor |
|
|
Shane O’Connor |
|
|
Executive Vice President and Chief Financial Officer |
32
FAQ
How did UniFirst (UNF) perform financially in the quarter ended November 29, 2025?
For the thirteen weeks ended November 29, 2025, UniFirst reported revenues of $621.3 million, up 2.7% from $604.9 million a year earlier. Net income was $34.4 million versus $43.1 million in the prior-year period, and diluted income per share on Common Stock was $1.89 compared with $2.31.
What were UniFirst’s segment revenues in this 10-Q period?
In the quarter, Uniform & Facility Service Solutions generated $565.9 million of revenue, up 2.4%. First Aid & Safety Solutions delivered $30.2 million, up 15.3%, and the Other segment recorded $25.2 million, down 2.9%, reflecting the wind-down of a large refurbishment project and fewer nuclear reactor outages.
How did margins and operating income change for UniFirst (UNF)?
UniFirst’s operating income decreased to $45.3 million from $55.5 million, and the operating margin declined to 7.3% from 9.2%. Cost of revenues rose 3.1% to $393.0 million, and selling and administrative expenses increased 10.7% to $147.8 million, driven by service staffing, healthcare and legal costs, and growth and digital transformation investments.
What is UniFirst’s cash flow and liquidity position as of November 29, 2025?
Net cash provided by operating activities was $14.9 million, down from $58.1 million in the prior-year quarter. UniFirst used cash for $38.9 million of capital expenditures, $32.7 million of share repurchases, $13.4 million of acquisitions and $6.1 million of dividends. It ended the quarter with $129.5 million in cash and short-term investments, no borrowings, and $195.1 million of remaining availability under its $300.0 million revolving credit facility.
How much stock did UniFirst repurchase and what dividends were paid in the quarter?
During the thirteen weeks ended November 29, 2025, UniFirst repurchased 194,100 shares of Common Stock for approximately $31.7 million, at an average price of $163.18 per share. The company also paid cash dividends totaling $6.1 million, reflecting quarterly dividends of $0.365 per share on Common Stock and $0.292 per share on Class B Common Stock declared on October 28, 2025.
What environmental and legal contingencies does UniFirst disclose in this filing?
UniFirst reports environmental remediation liabilities of $31.1 million as of November 29, 2025, with scheduled payments and expected insurance proceeds over several years. The company also discusses a Mexican federal tax assessment totaling over $84.7 million for fiscal 2016 that is under appeal. Based on current information, management states that a loss related to this tax matter is considered neither probable nor remote, and a reasonable estimate of potential loss cannot be determined from the disclosed data.
How is UniFirst investing in its ERP and digital initiatives?
UniFirst is executing a multiyear ERP "Key Initiative" expected to run through
