UNIFIRST CORP
For the period ended May 30, 2026. Filed Jul 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 30, 2026 · Filed Jul 8, 2026
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Notes to Consolidated Financial Statements
- Summary of Significant Accounting Policies
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. Results for an interim period are not indicative of results for any future interim periods or for an entire fiscal year.
Merger Agreement
On March 10, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cintas Corporation (“Parent” or “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”).
Subject to the terms and conditions of the Merger Agreement, Merger Sub Inc. will be merged with and into the Company (the “First Merger”), whereupon the separate existence of Merger Sub Inc. will cease, and the Company will continue as the surviving corporation of the First Merger and a wholly owned subsidiary of Parent and immediately after the First Merger, the Company will be merged with and into Merger Sub LLC (the “Second Merger,” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the Company will cease, and Merger Sub LLC will continue as the surviving entity of the Second Merger and a wholly owned subsidiary of Parent.
At the effective time of the First Merger, each share of (i) common stock, par value $0.10 per share, and (ii) Class B common stock, par value $0.10 per share, of the Company (clauses (i) and (ii), “Common Stock”) issued and outstanding immediately prior to the effective time of the First Merger (other than shares of the Company’s Common Stock held in the Company’s 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 the Mergers, and holders of the Company’s Common Stock will receive cash in lieu of any fractional shares of Cintas common stock.
The Merger Agreement contains customary representations, warranties, covenants and closing conditions, including approval by the Corporation’s shareholders. On June 11, 2026, the Company’s shareholders approved the Merger Agreement at a virtual special meeting of shareholders. In addition, on June 11, 2026, the Company and Cintas each received a request for additional information and documentary material (a “Second Request”) from the U.S. Federal Trade Commission in connection with its review of the proposed Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both Cintas and the Company substantially comply with the Second Request, unless the waiting period is extended voluntarily by Cintas and the Company or terminated earlier by the FTC. The completion of the Mergers remains subject to the satisfaction or waiver of the remaining customary closing conditions, including the receipt of required regulatory approvals, and includes specified termination rights if the consummation of the Mergers does not occur on or before January 10, 2027, subject to an automatic extension for up to two periods of four months under certain circumstances. The Merger Agreement provides for the payment by the Company to Cintas of a termination fee of $213.3 million if the Merger Agreement is terminated in specified circumstances, and for payment by Cintas to the Company of a termination fee of $350.0 million if the Merger Agreement is terminated in specified circumstances.
For additional information, refer to the Company’s Current Reports on Form 8-K filed with the SEC on March 11, 2026 and June 12, 2026.
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 has evaluated the provisions of this ASU and does not expect its adoption to have a material impact on the Company's consolidated financial statements other than requiring additional income tax 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.
- Revenue Recognition
The following table presents the Company’s revenues for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025, respectively, disaggregated by segment:
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 | |||||
| (In thousands, except percentages) | Revenues | % ofRevenues | Revenues | % ofRevenues | Revenues | % ofRevenues | Revenues | % ofRevenues |
| Uniform & Facility Service Solutions | $575,747 | 90.7% | $554,331 | 90.7% | $1,710,447 | 91.1% | $1,658,490 | 91.2% |
| First Aid & Safety Solutions | 30,809 | 4.9% | 29,787 | 4.9% | 91,846 | 4.9% | 83,463 | 4.6% |
| Other | 27,846 | 4.4% | 26,660 | 4.4% | 75,932 | 4.0% | 75,952 | 4.2% |
| Total revenues | $634,402 | 100.0% | $610,778 | 100.0% | $1,878,225 | 100.0% | $1,817,905 | 100.0% |
See Note 13, “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 thirty-nine weeks ended May 30, 2026 (in thousands):
| Balance as of August 30, 2025 | $6,802 |
|---|---|
| Current period provision | 7,525 |
| Write-offs and other | (7,142) |
| Balance as of May 30, 2026 | $7,185 |
Costs to Obtain a Contract
The following table presents deferred commissions on the Company’s Consolidated Balance Sheets as of May 30, 2026 and August 30, 2025:
| (in thousands) | May 30, 2026 | August 30, 2025 |
|---|---|---|
| Prepaid expenses and other current assets | $21,155 | $19,795 |
| Other assets | 89,618 | 84,884 |
The following table presents the Company’s amortization expense related to deferred commissions on the Consolidated Statements of Income for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025, respectively:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| (in thousands) | May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 |
| Selling and administrative expenses | $5,415 | $4,961 | $15,895 | $14,589 |
- Acquisitions
During the thirteen weeks ended May 30, 2026, the Company incurred approximately $20.7 million of Transaction-related Costs (as defined below) associated with the proposed merger with Cintas. These costs consisted primarily of legal, advisory and other professional service fees (“Transaction-related Costs”) and are included within selling and administrative expenses in the Consolidated Statements of Income.
During the thirty-nine weeks ended May 30, 2026, the Company completedone acquisition in the Uniform & Facility Service Solutions segment, six acquisitions in the First Aid & Safety Solutions segment andone acquisition in the Other segment, for total purchase prices of approximately $0.8 million, $16.0 million and $0.9 million, respectively.
The Company has prepared purchase price allocations for the business combinations on a preliminary basis. The purchase price was primarily allocated to goodwill and intangible assets, with tangible assets consisting mainly of inventory and property, plant and equipment. A portion of the total purchase price is subject to holdback arrangements, which are typically payable within a one-year period following the acquisition date and contingent upon the achievement of specified revenue targets. The operating results of these businesses have been included in the Company’s consolidated financial statements from their respective acquisition dates. As these acquisitions were not material to the Company’s consolidated results, pro forma financial information has not been presented.
The following table presents aggregate information relating to the acquisition of businesses during the thirty-nine weeks ended May 30, 2026 (in thousands):
| Thirty-Nine Weeks Ended | May 30, 2026 |
|---|---|
| Cash and cash equivalents | $282 |
| Tangible assets acquired | 1,600 |
| Goodwill | 12,160 |
| Customer contracts | 3,797 |
| Other intangibles assets | 256 |
| Liabilities assumed | (303) |
| Total consideration paid for acquisition of businesses | 17,792 |
| Contingent consideration | (1,854) |
| Contingent holdbacks | (406) |
| Acquisition of businesses, net of contingent consideration and holdbacks | $15,532 |
- 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 May 30, 2026 and May 31, 2025 were $4.1 million and $3.9 million, respectively. Contributions charged to expense under the plan for the thirty-nine weeks ended May 30, 2026 and May 31, 2025 were $12.4 million and $11.7 million, respectively.
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 andone frozen non-contributory defined benefit pension plan. The amounts charged to expense related to these plans for the thirteen weeks ended May 30, 2026 and May 31, 2025 were $0.3 million and $0.4 million, respectively. The amounts charged to expense related to these plans for the thirty-nine weeks ended May 30, 2026 and May 31, 2025 were $1.0 million and $1.3 million, respectively.
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 and thirty-nine weeks ended May 30, 2026 were $0.4 million and $1.0 million, respectively. The amounts for employee or employer contributions charged to expense related to the NQDC plan for the thirteen and thirty-nine weeks ended May 31, 2025 were $0.3 million and $0.7 million, respectively.
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 $5.7 million and $4.7 million as of May 30, 2026 and August 30, 2025, respectively, and are included within other long-term assets in the accompanying Consolidated Balance Sheets. Total NQDC Plan liabilities were $3.5 million and $2.8 million as of May 30, 2026 and August 30, 2025, respectively, and are included within current accrued liabilities in the accompanying Consolidated Balance Sheets.
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 and thirty-nine weeks ended May 30, 2026, other (income) expense, net reflected income of $0.3 million and $0.5 million, respectively. For the thirteen and thirty-nine weeks ended May 31, 2025, other (income) expense, net reflected income of $0.1 million and $0.2 million, respectively.
- 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. The following table sets forth the computation of basic income per share using the two-class method for amounts attributable to the Company’s shares of Common Stock and Class B Common Stock (in thousands, except per share data):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 | |
| Net income available to shareholders | $19,916 | $39,680 | $74,763 | $107,244 |
| Allocation of net income for Basic: | ||||
| Common Stock | $16,659 | $33,346 | $62,545 | $90,126 |
| Class B Common Stock | 3,257 | 6,334 | 12,218 | 17,118 |
| $19,916 | $39,680 | $74,763 | $107,244 | |
| Weighted average number of shares for Basic: | ||||
| Common Stock | 14,532 | 14,990 | 14,549 | 15,007 |
| Class B Common Stock | 3,551 | 3,557 | 3,551 | 3,563 |
| 18,083 | 18,547 | 18,100 | 18,570 | |
| Income per share for Basic: | ||||
| Common Stock | $1.15 | $2.22 | $4.30 | $6.01 |
| Class B Common Stock | $0.92 | $1.78 | $3.44 | $4.80 |
The Company is required to calculate diluted income per share for Common Stock using the more dilutive of the following two methods:
The treasury stock method; or
The two-class method assuming a participating security is not exercised or converted.
For the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025, 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. The following tables set forth the computation of diluted income per share of Common Stock for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025 (in thousands, except per share data):
| Thirteen Weeks Ended May 30, 2026 · Thirty-Nine Weeks Ended May 30, 2026 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Earningsto CommonShareholders · CommonShares · IncomePerShare · Earningsto CommonShareholders · CommonShares · IncomePerShare | ||||||||
| As reported - Basic | $16,659 | 14,532 | $1.15 | $62,545 | 14,549 | $4.30 | ||
| Add: effect of dilutive potential common shares | ||||||||
| Share-Based Awards | — | 133 | — | 75 | ||||
| Class B Common Stock | 3,257 | 3,551 | 12,218 | 3,551 | ||||
| As reported – Diluted | $19,916 | 18,216 | $1.09 | $74,763 | 18,175 | $4.11 | ||
| Thirteen Weeks Ended May 31, 2025 · Thirty-Nine Weeks Ended May 31, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Earningsto CommonShareholders · CommonShares · IncomePerShare · Earningsto CommonShareholders · CommonShares · IncomePerShare | ||||||||
| As reported - Basic | $33,346 | 14,990 | $2.22 | $90,126 | 15,007 | $6.01 | ||
| Add: effect of dilutive potential common shares | ||||||||
| Share-Based Awards | — | 60 | — | 63 | ||||
| Class B Common Stock | 6,334 | 3,557 | 17,118 | 3,563 | ||||
| As reported – Diluted | $39,680 | 18,607 | $2.13 | $107,244 | 18,633 | $5.76 | ||
Anti-dilutive stock-based awards excluded from the calculations of diluted income per share were immaterial during the periods presented.
- Inventories
The components of inventory as of May 30, 2026 and August 30, 2025 were as follows (in thousands):
| May 30, 2026 | August 30, 2025 | |
|---|---|---|
| Raw materials | $19,556 | $22,107 |
| Work in process | 2,950 | 3,030 |
| Finished goods | 125,989 | 120,060 |
| Total inventories | $148,495 | $145,197 |
- Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the thirty-nine weeks ended May 30, 2026 were as follows (in thousands):
| Balance as of August 30, 2025 | $657,748 |
|---|---|
| Goodwill recorded during the period | 12,160 |
| Other | 17 |
| Balance as of May 30, 2026 | $669,925 |
Intangible assets, net in the Company’s Consolidated Balance Sheets were as follows (in thousands):
| Gross CarryingAmount | AccumulatedAmortization | Net CarryingAmount | |
|---|---|---|---|
| Customer contracts | $321,907 | $253,785 | $68,122 |
| Software | 80,078 | 56,252 | 23,826 |
| Other intangible assets | 40,296 | 39,651 | 645 |
| $442,281 | $349,688 | $92,593 | |
| Customer contracts | $318,148 | $243,364 | $74,784 |
| Software | 81,659 | 52,355 | 29,304 |
| Other intangible assets | 40,003 | 38,262 | 1,741 |
| $439,810 | $333,981 | $105,829 |
- Asset Retirement Obligations
A reconciliation of the Company’s asset retirement liability for the thirty-nine weeks ended May 30, 2026 is as follows (in thousands):
| Balance as of August 30, 2025 | $18,524 |
|---|---|
| Accretion expense | 804 |
| Effect of exchange rate changes | (13) |
| Costs incurred | $(6) |
| Balance as of May 30, 2026 | $19,309 |
The Company’s asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheets.
- 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 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 3% for inflation until the time of expected payment and discounts the cost to present value using current risk-free interest rates. As of May 30, 2026, the risk-free interest rate utilized by the Company was approximately 4.99%.
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 thirty-nine weeks ended May 30, 2026 were as follows (in thousands):
| Balance as of August 30, 2025 | $30,652 |
|---|---|
| Costs incurred for which reserves have been provided | (1,315) |
| Insurance proceeds | (201) |
| Interest accretion | 1,053 |
| Changes in discount rates | (144) |
| Revisions in estimates | 502 |
| Balance as of May 30, 2026 | $30,547 |
Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of May 30, 2026, 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 | $14,903 | $2,067 | $1,344 | $1,150 | $915 | $14,654 | $35,033 |
| Estimated insurance proceeds | (181) | (150) | (150) | (150) | (150) | — | (781) |
| Net anticipated costs | $14,722 | $1,917 | $1,194 | $1,000 | $765 | $14,654 | $34,252 |
| Effect of inflation | 10,392 | ||||||
| Effect of discounting | (14,097) | ||||||
| Balance as of May 30, 2026 | $30,547 | ||||||
Estimated insurance proceeds are primarily obtained from an annuity received as part of a legal settlement with an insurance company. Annual proceeds of approximately $0.3 million are deposited into an escrow account which funds remediation and monitoring costs fortwo sites related to former operations. Annual proceeds received but not expended in the current year accumulate in this account and may be used in future years for costs related to this site through the year 2027. As of May 30, 2026, the balance in this escrow account, which is held in a trust and is not recorded in the Company’s accompanying Consolidated Balance Sheets, was approximately $6.1 million. Also included in estimated insurance proceeds are amounts the Company is entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at one of its sites.
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 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 $17.0 million, plus surcharges, fines and penalties of over $67.7 million for a total assessment of over $84.7 million. The Company 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 the Company's favor. Following the Federal Tax Court’s determination, the Company filed a constitutional action before the Federal Administrative Court. In addition, the federal tax authority appealed the determination of the Federal Tax Court. While the Company is unable to ascertain the ultimate outcome of this matter, based on the information currently available, the Company believes that a loss with respect to this matter is neither probable nor remote. Given the uncertainty associated with the ultimate resolution of this matter, the Company is unable to reasonably assess an estimate or range of estimates of any potential losses.
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.
- 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 May 30, 2026 was 18.5% as compared to 25.7% for the corresponding period in the prior year. The Company’s effective tax rate for the thirty-nine weeks ended May 30, 2026 was 24.3% as compared to 25.5% for the corresponding period in the prior year. The decrease in the effective tax rate for both periods was primarily due to provision-to-return adjustments associated with income tax credits recognized upon finalization of the prior-year U.S. federal income tax return. These adjustments reflect refinement of estimates used in the prior year tax provision and resulted in a benefit of approximately $3.1 million.
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 thirty-nine weeks ended May 30, 2026, unrecognized tax positions increased by $3.3 million due to changes in existing reserves.
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.
- Long-Term Debt
On August 12, 2025, the Company entered into an amended and restated $300.0 million unsecured revolving credit agreement, (the “Credit Agreement”) with a syndicate of banks, which matures on August 12, 2030. Under the Credit Agreement, the Company is able to borrow funds at variable interest rates based on, at the Company’s election, the Secured Overnight Financing Rate (“SOFR”) or a base rate, plus in each case a spread based on the Company’s consolidated funded debt ratio. Provided there is no default or event of default under the Credit Agreement and the Company is in compliance with its financial covenants on a pro forma basis, the Company may request an increase in the aggregate commitments under the Credit Agreement (in the form of revolving or term tranches) of up to an additional $100.0 million, for a total aggregate commitment of up to $400.0 million.
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 May 30, 2026, the interest rates applicable to the Company’s borrowings under the Credit Agreement would be calculated as SOFR plus 1.00% at the time of the respective borrowing.
As of May 30, 2026, the Company hadno outstanding borrowings and had outstanding letters of credit amounting to $102.0 million, leaving $198.0 million available for borrowing under the Credit Agreement.
As of May 30, 2026, the Company was in compliance with all covenants under the Credit Agreement.
- Accumulated Other Comprehensive Loss
The changes in each component of accumulated other comprehensive loss, net of tax, for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025 were as follows (in thousands):
| Thirteen Weeks Ended May 30, 2026 | ||||
|---|---|---|---|---|
| ForeignCurrencyTranslation | Pension-related (1) | DerivativeFinancialInstruments (1) | TotalAccumulatedOtherComprehensiveLoss | |
| Balance as of February 28, 2026 | $(24,180) | $4,111 | $29 | $(20,040) |
| Other comprehensive (loss) income before reclassification | (1,685) | — | 14 | (1,671) |
| Amounts reclassified from accumulated other comprehensive loss | — | — | (25) | (25) |
| Net current period other comprehensive (loss) income | (1,685) | — | (11) | (1,696) |
| Balance as of May 30, 2026 | $(25,865) | $4,111 | $18 | $(21,736) |
| Thirty-Nine Weeks Ended May 30, 2026 | ||||
|---|---|---|---|---|
| ForeignCurrencyTranslation | Pension-related (1) | DerivativeFinancialInstruments (1) | TotalAccumulatedOtherComprehensiveLoss | |
| Balance as of August 30, 2025 | $(25,956) | $4,111 | $60 | $(21,785) |
| Other comprehensive income before reclassification | 91 | — | 33 | 124 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | (75) | (75) |
| Net current period other comprehensive income (loss) | 91 | — | (42) | 49 |
| Balance as of May 30, 2026 | $(25,865) | $4,111 | $18 | $(21,736) |
| Thirteen Weeks Ended May 31, 2025 | ||||
|---|---|---|---|---|
| ForeignCurrencyTranslation | Pension-related (1) | DerivativeFinancialInstruments (1) | TotalAccumulatedOtherComprehensiveLoss | |
| Balance as of March 1, 2025 | $(35,340) | $2,234 | $154 | $(32,952) |
| Other comprehensive income (loss) before reclassification | 8,619 | — | (60) | 8,559 |
| Amounts reclassified from accumulated other comprehensive loss | — | — | (24) | (24) |
| Net current period other comprehensive income (loss) | 8,619 | — | (84) | 8,535 |
| Balance as of May 31, 2025 | $(26,721) | $2,234 | $70 | $(24,417) |
| Thirty-Nine Weeks Ended May 31, 2025 | ||||
|---|---|---|---|---|
| ForeignCurrencyTranslation | Pension-related (1) | DerivativeFinancialInstruments (1) | TotalAccumulatedOtherComprehensiveLoss | |
| Balance as of August 31, 2024 | $(25,966) | $2,234 | $88 | $(23,644) |
| Other comprehensive (loss) income before reclassification | (755) | — | 78 | (677) |
| Amounts reclassified from accumulated other comprehensive loss | — | — | (96) | (96) |
| Net current period other comprehensive loss | (755) | — | (18) | (773) |
| Balance as of May 31, 2025 | $(26,721) | $2,234 | $70 | $(24,417) |
(1)Amounts are shown net of tax
Amounts reclassified from accumulated other comprehensive loss, net of tax, for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025 were as follows (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 | |
| Derivative financial instruments, net: | ||||
| Forward contracts (a) | $(25) | $(24) | $(75) | $(96) |
| Total, net of tax | (25) | (24) | (75) | (96) |
| Total amounts reclassified, net of tax | $(25) | $(24) | $(75) | $(96) |
(a)Amounts included in revenues in the accompanying Consolidated Statements of Income.
- 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 intosix operating segments: U.S. Rental and Cleaning, Canadian Rental and Cleaning, Manufacturing (“MFG”), Specialty Garments Rental and Cleaning (“Specialty Garments”), First Aid and Corporate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments were previously combined to form the U.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company hadfive reporting segments. The Company previously referred to its U.S. and Canadian Rental and Cleaning, MFG, and Corporate segments combined as its “Core Laundry Operations.”
Beginning with the fourth quarter of 2025, the Company reorganized its business into three reportable operating segments:
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 Chief Executive Officer. The modifications to the Company’s reporting segments reflect how the CODM assesses performance and allocates resources. The CODM uses segment revenues and segment U.S. GAAP operating income to assess performance and allocate resources. The CODM uses this information, which includes a comparison of segment results to historical periods and budget, to guide decisions on how to allocate resources, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
The Company has recast prior certain period segment results to conform with the current presentation. For this recast, refer to the Company’s Form 8-K filed on October 17, 2025. Asset information is not utilized by the CODM for purposes of assessing performance or allocating resources, and therefore such information has not been presented.
The following table includes the Company’s financial results by reportable segment, including segment revenues, significant segment expenses (which includes cost of revenues, selling and administrative expenses, and depreciation and amortization), and segment operating income for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025 (in thousands):
| Forthe thirteen weeks ended May 30, 2026 | Uniform & Facility Service Solutions | First Aid & Safety Solutions | Other | Total |
|---|---|---|---|---|
| Revenues | $575,747 | $30,809 | $27,846 | $634,402 |
| Cost of revenues | 362,554 | 19,793 | 17,329 | 399,676 |
| Selling and administrative expenses | 159,716 | 11,307 | 4,902 | 175,925 |
| Depreciation and amortization | 33,812 | 1,257 | 702 | 35,771 |
| Operating Income | $19,665 | $(1,548) | $4,913 | $23,030 |
| Forthe thirteen weeks ended May 31, 2025 | Uniform & Facility Service Solutions | First Aid & Safety Solutions | Other | Total |
|---|---|---|---|---|
| Revenues | $554,331 | $29,787 | $26,660 | $610,778 |
| Cost of revenues | 348,544 | 19,336 | 17,309 | 385,189 |
| Selling and administrative expenses | 129,554 | 8,951 | 4,185 | 142,690 |
| Depreciation and amortization | 32,990 | 975 | 757 | 34,722 |
| Operating Income | $43,243 | $525 | $4,409 | $48,177 |
| Forthe thirty-nine weeks ended May 30, 2026 | Uniform & Facility Service Solutions | First Aid & Safety Solutions | Other | Total |
|---|---|---|---|---|
| Revenues | $1,710,447 | $91,846 | $75,932 | $1,878,225 |
| Cost of revenues | 1,088,431 | 58,807 | 49,153 | 1,196,391 |
| Selling and administrative expenses | 435,430 | 32,280 | 13,434 | 481,144 |
| Depreciation and amortization | 100,209 | 3,815 | 2,314 | 106,338 |
| Operating Income | $86,377 | $(3,056) | $11,031 | $94,352 |
| Forthe thirty-nine weeks ended May 31, 2025 | Uniform & Facility Service Solutions | First Aid & Safety Solutions | Other | Total |
|---|---|---|---|---|
| Revenues | $1,658,490 | $83,463 | $75,952 | $1,817,905 |
| Cost of revenues | 1,056,285 | 54,622 | 49,481 | 1,160,388 |
| Selling and administrative expenses | 380,936 | 25,654 | 11,529 | 418,119 |
| Depreciation and amortization | 99,334 | 2,807 | 2,335 | 104,476 |
| Operating Income | $121,935 | $380 | $12,607 | $134,922 |
The following table sets forth a reconciliation of total segment operating income to consolidated net income for the thirteen and thirty-nine weeks ended May 30, 2026 and May 31, 2025 (in thousands):
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| May 30, 2026 | May 31, 2025 | May 30, 2026 | May 31, 2025 | |
| Total segment operating income | $23,030 | $48,177 | $94,352 | $134,922 |
| Interest income, net | (1,779) | (2,514) | (5,284) | (7,422) |
| Other expense (income), net | 365 | (2,704) | 874 | (1,620) |
| Income before income taxes | 24,444 | 53,395 | 98,762 | 143,964 |
| Provision for income taxes | 4,528 | 13,715 | 23,999 | 36,720 |
| Net income | $19,916 | $39,680 | $74,763 | $107,244 |
- 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 toone vote, is freely transferable, and is entitled to a cash dividend equal to 125% of any cash dividend paid on each share of Class B Common Stock. Each share of Class B Common Stock is entitled toten votes and can be converted to Common Stock on a share-for-share basis. However, until converted to Common Stock, shares of Class B Common Stock are not freely transferable. During the thirteen and thirty-nine weeks ended May 31, 2025,5,000 shares and 36,860 shares, respectively, of Class B Common Stock were converted to Common Stock. No such conversions occurred during the thirty-nine weeks ended May 30, 2026.
On October 28, 2025, the Company’s Board of Directors declared increased quarterly cash dividends of $0.365 per share of Common Stock and $0.292 per share of Class B Common Stock, up from $0.350 and $0.280 per share, respectively. The amount and timing of any future dividend payment is subject to the approval of the Board of Directors each quarter.
On October 24, 2023, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of its outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved on October 18, 2021. On April 8, 2025, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $100.0 million of its outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in 2023. Repurchases from time to time under the new program, if any, will be made in either the open market or in privately negotiated transactions. The timing, manner, price and amount of any repurchases will depend on a variety of factors, including economic and market conditions, the Company stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program has been funded to date with the Company’s available cash and will be funded in the future using the Company’s available cash or capacity under its Credit Agreement and may be suspended or discontinued at any time.
No shares were repurchased during the thirteen weeks ended May 30, 2026. During the thirty-nine weeks ended May 30, 2026 the Company repurchased 194,100 shares at an average price of $163.18 under the share repurchase program. During the thirteen and thirty-nine weeks ended May 31, 2025, the Company repurchased 75,973 and 142,578 shares, respectively, for an average price of $179.45 and $183.48, respectively, under the share repurchase program.
- Related Party
During the thirteen and thirty-nine weeks ended May 30, 2026, the Company recognized $0.4 million and $1.2 million of revenue, respectively, with a company for which a member of the Company’s Board of Directors served as senior officer throughout such periods.
During the thirteen and thirty-nine weeks ended May 31, 2025, the Company recognized $0.4 million and $1.2 million of revenue, respectively, with a company for which a member of the Company’s Board of Directors served as a senior officer throughout such periods.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.