04/07/2026 | Press release | Distributed by Public on 04/07/2026 05:49
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 that reflect the Company's current views with respect to future events and financial performance, including statements regarding the transaction between UniFirst Corporation ("we", "our", the "Company", or "UniFirst") and Cintas Corporation ("Parent" or "Cintas") (the "Transaction"). 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" "drive," 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.
The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Cintas and UniFirst; the outcome of any legal proceedings that may be instituted against Cintas or UniFirst; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Cintas and UniFirst operate; any failure to promptly and effectively integrate the businesses of Cintas and UniFirst; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Cintas' or UniFirst's customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by Cintas' issuance of additional shares of its capital stock in connection with the Transaction; changes in the trading price of Cintas' or UniFirst's capital stock; and the diversion of management's attention and time to the Transaction from ongoing business operations and opportunities.
Additional 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 conflicts between Russia and Ukraine and the United States and Iran and other 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 conflicts between Russia and Ukraine and the United States and Iran, 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, a corporation organized under the laws of the Commonwealth of Massachusetts in 1950, together with its subsidiaries, 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 13, "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 & Facility Service Solutions, First Aid & Safety Solutions and Other. Refer to Note 13, "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.
Merger Agreement
On March 10, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cintas, Bruin Merger Sub I, Inc., a wholly owned subsidiary of Cintas ("Merger Sub Inc."), and Bruin Merger Sub II, LLC, a wholly owned subsidiary of Cintas ("Merger Sub LLC").
Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the merger of the Company with and into Merger Sub Inc., each share of (i) our common stock, par value $0.10 per share, and (ii) our Class B common stock, par value $0.10 per share, (clauses (i) and (ii) "Common Stock") issued and outstanding immediately prior to the effective time of this merger (other than shares of our Common Stock held in our treasury or held directly by a subsidiary of the Company, Cintas, Merger Sub Inc. or Merger Sub LLC) will convert into the right to receive: $155.00 in cash and 0.7720 shares of fully paid and nonassessable Cintas common stock. No fractional shares of Cintas common stock will be issued in this merger, and holders of our Common Stock will receive cash in lieu of any fractional shares of Cintas common stock.
For more information, refer to our Current Report on Form 8-K filed with the SEC on March 11, 2026 and Note 1, Summary of Significant Accounting Policies.
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 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 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 and twenty-six weeks ended February 28, 2026 and March 1, 2025.
|
Thirteen Weeks Ended |
Twenty-Six Weeks Ended |
|||||||||||||||||||||||||||||||||||||||
|
(In thousands, except percentages) |
February 28, 2026 |
% of |
March 1, 2025 |
% of |
% |
February 28, 2026 |
% of |
March 1, 2025 |
% of |
% |
||||||||||||||||||||||||||||||
|
Revenues |
$ |
622,505 |
100.0 |
% |
$ |
602,219 |
100.0 |
% |
3.4 |
% |
$ |
1,243,823 |
100.0 |
% |
$ |
1,207,127 |
100.0 |
% |
3.0 |
% |
||||||||||||||||||||
|
Operating expenses: |
||||||||||||||||||||||||||||||||||||||||
|
Cost of revenues (1) |
403,686 |
64.8 |
394,145 |
65.4 |
2.4 |
796,715 |
64.1 |
775,199 |
64.2 |
2.8 |
||||||||||||||||||||||||||||||
|
Selling and administrative expenses (1) |
157,413 |
25.3 |
141,914 |
23.6 |
10.9 |
305,219 |
24.5 |
275,429 |
22.8 |
10.8 |
||||||||||||||||||||||||||||||
|
Depreciation and amortization |
35,392 |
5.7 |
34,946 |
5.8 |
1.3 |
70,567 |
5.7 |
69,754 |
5.8 |
1.2 |
||||||||||||||||||||||||||||||
|
Total operating expenses |
596,491 |
95.8 |
571,005 |
94.8 |
4.5 |
1,172,501 |
94.3 |
1,120,382 |
92.8 |
4.7 |
||||||||||||||||||||||||||||||
|
Operating income |
26,014 |
4.2 |
31,214 |
5.2 |
(16.7 |
) |
71,322 |
5.7 |
86,745 |
7.2 |
(17.8 |
) |
||||||||||||||||||||||||||||
|
Other income, net |
(1,326 |
) |
(0.2 |
) |
(1,419 |
) |
(0.2 |
) |
(6.6 |
) |
(2,996 |
) |
(0.2 |
) |
(3,824 |
) |
(0.3 |
) |
(21.7 |
) |
||||||||||||||||||||
|
Income before income taxes |
27,340 |
4.4 |
32,633 |
5.4 |
(16.2 |
) |
74,318 |
6.0 |
90,569 |
7.5 |
(17.9 |
) |
||||||||||||||||||||||||||||
|
Provision for income taxes |
6,856 |
1.1 |
8,174 |
1.4 |
(16.1 |
) |
19,471 |
1.6 |
23,005 |
1.9 |
(15.4 |
) |
||||||||||||||||||||||||||||
|
Net income |
$ |
20,484 |
3.3 |
% |
$ |
24,459 |
4.1 |
% |
(16.3 |
)% |
$ |
54,847 |
4.4 |
% |
$ |
67,564 |
5.6 |
% |
(18.8 |
)% |
||||||||||||||||||||
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 February 28, 2026, we capitalized $57.8 million related to our ERP project. We refer to our ERP project as our "Key Initiative".
Thirteen weeks ended February 28, 2026 compared with thirteen weeks ended March 1, 2025
Revenues
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Uniform & Facility Service Solutions |
$ |
568,808 |
$ |
551,407 |
$ |
17,401 |
3.2 |
% |
||||||||
|
First Aid & Safety Solutions |
30,793 |
27,454 |
3,339 |
12.2 |
% |
|||||||||||
|
Other |
22,904 |
23,358 |
(454 |
) |
(1.9 |
)% |
||||||||||
|
Total consolidated revenues |
$ |
622,505 |
$ |
602,219 |
$ |
20,286 |
3.4 |
% |
||||||||
The increase in consolidated revenues of 3.4% during the thirteen weeks ended February 28, 2026 compared to the prior year comparable period was due primarily to growth in our Uniform & Facility Service Solutions of 3.2%. The increase in our Uniform & Facility Service Solutions was due to organic growth of 2.8%. The Uniform & Facility Service Solutions organic growth rate was primarily the result of solid new account sales and benefited from improved customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of 0.3%.
First Aid & Safety Service Solutions revenues in the thirteen weeks ended February 28, 2026 increased 12.2% compared to the prior year comparable period due primarily to double-digit growth in our van business.
In the thirteen weeks ended February 28, 2026, Other segment revenues were impacted by the continued 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) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Cost of revenues |
$ |
403,686 |
$ |
394,145 |
$ |
9,541 |
2.4 |
% |
||||||||
|
% of Revenues |
64.8 |
% |
65.4 |
% |
||||||||||||
The increase in consolidated cost of revenues during the thirteen weeks ended February 28, 2026 compared to the prior year comparable period was primarily attributable to investments in service staffing to drive continued improvement in our customer retention. These increases were partially offset by lower merchandise costs as a percentage of revenues compared to the prior year comparable period.
Selling and administrative expenses
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Selling and administrative expenses |
$ |
157,413 |
$ |
141,914 |
$ |
15,499 |
10.9 |
% |
||||||||
|
% of Revenues |
25.3 |
% |
23.6 |
% |
||||||||||||
The increase in selling and administrative costs during the thirteen weeks ended February 28, 2026 compared to the prior year comparable period was due primarily to planned investments to accelerate growth and support our digital transformation. Our selling and administrative expenses in the current period were further impacted by (1) approximately $2.0 million in costs related to shareholder engagement and proxy-related matters in connection with our 2026 annual meeting of shareholders and the proposed merger with Cintas, and (2) legal expenses related to an employee matter of $2.5 million (referred to collectively as the "Strategic and Employee Matters"). In addition, our costs incurred related to our Key Initiative totaled $3.0 million during the period compared to $1.9 million during the prior year comparable period.
Depreciation and amortization
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Depreciation and amortization |
$ |
35,392 |
$ |
34,946 |
$ |
446 |
1.3 |
% |
||||||||
|
% of Revenues |
5.7 |
% |
5.8 |
% |
||||||||||||
Depreciation and amortization expense remained relatively consistent during the thirteen weeks ended February 28, 2026 compared to the prior year comparable period.
Operating income
For the thirteen weeks ended February 28, 2026 and March 1, 2025, changes in our revenues and costs as discussed above resulted in the following changes in our operating income and margin:
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Uniform & Facility Service Solutions |
$ |
24,875 |
$ |
30,172 |
$ |
(5,297 |
) |
(17.6 |
)% |
|||||||
|
First Aid & Safety Solutions |
(1,106 |
) |
(486 |
) |
(620 |
) |
127.6 |
% |
||||||||
|
Other |
2,245 |
1,528 |
717 |
46.9 |
% |
|||||||||||
|
Operating income |
$ |
26,014 |
$ |
31,214 |
$ |
(5,200 |
) |
(16.7 |
)% |
|||||||
|
Operating income margin |
4.2 |
% |
5.2 |
% |
||||||||||||
Other income, net
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Interest income, net |
$ |
(1,576 |
) |
$ |
(2,213 |
) |
$ |
637 |
(28.8 |
)% |
||||||
|
Other expense, net |
250 |
794 |
(544 |
) |
(68.5 |
)% |
||||||||||
|
Total other income, net |
$ |
(1,326 |
) |
$ |
(1,419 |
) |
$ |
93 |
(6.6 |
)% |
||||||
Other income, net, for the thirteen weeks ended February 28, 2026 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) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Provision for income taxes |
$ |
6,856 |
$ |
8,174 |
$ |
(1,318 |
) |
(16.1 |
)% |
|||||||
|
Effective income tax rate |
25.1 |
% |
25.0 |
% |
||||||||||||
The increase in the effective tax rate for the thirteen weeks ended February 28, 2026 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.
Twenty-six weeks ended February 28, 2026 compared with twenty-six weeks ended March 1, 2025
Revenues
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Uniform & Facility Service Solutions |
$ |
1,134,700 |
$ |
1,104,159 |
$ |
30,541 |
2.8 |
% |
||||||||
|
First Aid & Safety Solutions |
61,037 |
53,676 |
7,361 |
13.7 |
% |
|||||||||||
|
Other |
48,086 |
49,292 |
(1,206 |
) |
(2.4 |
)% |
||||||||||
|
Total consolidated revenues |
$ |
1,243,823 |
$ |
1,207,127 |
$ |
36,696 |
3.0 |
% |
||||||||
The increase in consolidated revenues of 3.0% during the twenty-six weeks ended February 28, 2026 compared to the prior year comparable period was due primarily to the growth in our Uniform & Facility Service Solutions segment of 2.8%. The increase in our Uniform & Facility Service Solutions segment was due to organic growth of 2.6%. The Uniform & Facility Service Solutions organic growth rate was primarily the result of solid new account sales and benefited from improved customer retention. The effect of the Canadian dollar exchange rate resulted in changes in our revenues of 0.1%.
First Aid & Safety Solutions revenues in the twenty-six weeks ended February 28, 2026 increased 13.7% compared to the prior year comparable due primarily to double-digit growth in our van business.
In the twenty-six weeks ended February 28, 2026, Other segment revenues were impacted by the 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 outages as well as its project-based activities.
Cost of revenues
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Cost of revenues |
$ |
796,715 |
$ |
775,199 |
$ |
21,516 |
2.8 |
% |
||||||||
|
% of Revenues |
64.1 |
% |
64.2 |
% |
||||||||||||
The increase in consolidated cost of revenues of 2.8% during the twenty-six weeks ended February 28, 2026 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.
Selling and administrative expenses
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Selling and administrative expenses |
$ |
305,219 |
$ |
275,429 |
$ |
29,790 |
10.8 |
% |
||||||||
|
% of Revenues |
24.5 |
% |
22.8 |
% |
||||||||||||
The increase in selling and administrative costs of 10.8% during the twenty-six weeks ended February 28, 2026 compared to the prior year comparable period was due primarily to investments we continue to make in building our capabilities and to execute through the initiatives that are advancing. Our selling and administrative expenses in the current period were further impacted by $4.5 million related to the Strategic and Employee Matters.
Depreciation and amortization
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Depreciation and amortization |
$ |
70,567 |
$ |
69,754 |
$ |
813 |
1.2 |
% |
||||||||
|
% of Revenues |
5.7 |
% |
5.8 |
% |
||||||||||||
Depreciation and amortization expense remained relatively consistent during the twenty-six weeks ended February 28, 2026 compared to the prior year comparable period.
Operating income
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Uniform & Facility Service Solutions |
$ |
66,712 |
$ |
78,692 |
$ |
(11,980 |
) |
(15.2 |
)% |
|||||||
|
First Aid & Safety Solutions |
(1,508 |
) |
(145 |
) |
(1,363 |
) |
940.0 |
% |
||||||||
|
Other |
6,118 |
8,198 |
(2,080 |
) |
(25.4 |
)% |
||||||||||
|
Operating income |
$ |
71,322 |
$ |
86,745 |
$ |
(15,423 |
) |
(17.8 |
)% |
|||||||
|
Operating income margin |
5.7 |
% |
7.2 |
% |
||||||||||||
Other income, net
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Interest income, net |
$ |
(3,505 |
) |
$ |
(4,908 |
) |
$ |
1,403 |
(28.6 |
)% |
||||||
|
Other expense, net |
509 |
1,084 |
(575 |
) |
(53.0 |
)% |
||||||||||
|
Total other income, net |
$ |
(2,996 |
) |
$ |
(3,824 |
) |
$ |
828 |
(21.7 |
)% |
||||||
Other income, net during the twenty-six weeks ended February 28, 2026 decreased as 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) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Provision for income taxes |
$ |
19,471 |
$ |
23,005 |
$ |
(3,534 |
) |
(15.4 |
)% |
|||||||
|
Effective income tax rate |
26.2 |
% |
25.4 |
% |
||||||||||||
The increase in the effective tax rate for the twenty-six weeks ended February 28, 2026 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.
Liquidity and Capital Resources
General
Cash and cash equivalents, and short-term investments totaled $157.5 million as of February 28, 2026, a decrease of $51.7 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 $77.3 million, $32.7 million of share repurchases, $14.6 million of acquisitions and $12.5 million of dividend payments. These decreases were partially offset by $88.5 million of cash provided from operating activities during the twenty-six weeks ended February 28, 2026.
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 twenty-six weeks ended February 28, 2026. As of February 28, 2026, 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 twenty-six weeks ended February 28, 2026 and March 1, 2025, respectively, are summarized as follows:
|
(In thousands, except percentages) |
February 28, 2026 |
March 1, 2025 |
Dollar |
Percent |
||||||||||||
|
Net cash provided by operating activities |
$ |
88,475 |
$ |
128,304 |
$ |
(39,829 |
) |
(31.0 |
)% |
|||||||
|
Net cash used in investing activities |
(91,549 |
) |
(67,225 |
) |
(24,324 |
) |
36.2 |
% |
||||||||
|
Net cash used in financing activities |
(49,372 |
) |
(28,895 |
) |
(20,477 |
) |
70.9 |
% |
||||||||
|
Effect of exchange rate changes |
739 |
(1,581 |
) |
2,320 |
(146.7 |
)% |
||||||||||
|
Net (decrease) increase in cash and cash equivalents |
$ |
(51,707 |
) |
$ |
30,603 |
$ |
(82,310 |
) |
(269.0 |
)% |
||||||
Net Cash Provided by Operating Activities
The net cash provided by operating activities during the twenty-six weeks ended February 28, 2026 decreased compared to the prior year comparable period due primarily to unfavorable changes in rental merchandise in service of $18.6 million, accrued liabilities of $3.9 million, prepaid and accrued income taxes of $3.6 million and lower profitability.
The unfavorable impact from rental merchandise in service was driven primarily by the installation of garments for several large customers during the twenty-six weeks ended February 28, 2026. The accrued liabilities were largely attributable to the timing of disbursements. The decrease in prepaid and accrued income taxes reflects federal and state tax payments made during the first half of fiscal 2026.
In addition, operating cash flow was negatively impacted by a $2.9 million increase in prepaid expenses and other current assets and a $1.0 million increase in accounts receivable comparable to the prior year 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 revenue volumes.
These impacts were partially offset by a $2.7 million increase in accounts payable, primarily due to the timing of cash payments and a $0.7 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 twenty-six weeks ended February 28, 2026 increased as compared to the prior year comparable period due primarily to an increase in capital expenditures of $11.2 million, an increasein cash paid for acquisitions, of $9.3 million, which includes the settlement of $0.5 million in acquisition-related holdbacks from prior period transactions and increased net investment in certificates of deposit of $4.0 million.
Net Cash Used in Financing Activities
The net cash used in financing activities during the twenty-six weeks ended February 28, 2026 increased as compared to the prior year comparable period due primarily to a $20.2 million increase in the repurchase of Common Stock during the period.
Long-term Debt and Borrowing Capacity
See Note 11, "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 9, "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 February 28, 2026, 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 February 28, 2026, 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 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 1, "Summary of Significant Accounting Policies" to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information on recently implemented and issued accounting standards.