UNIFIRST CORP 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Business Overview UniFirst Corporation, 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 industry sectors. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, food processors and service operations, light manufacturers, maintenance facilities, restaurants, service companies, soft and durable goods wholesalers, transportation companies, healthcare providers and others who require employee clothing for image, identification, protection or utility purposes. We also provide our customers with restroom and cleaning supplies, including air fresheners, paper products and hand soaps. At certain specialized facilities, like nuclear operations, we also decontaminate and clean work clothes and other items that may have been exposed to radioactive materials and service special cleanroom protective wear and facilities. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utilities operating nuclear reactors. Headquartered in Wilmington, Massachusetts, we are a North American leader in the supply and servicing of uniform and workwear programs, as well as the delivery of facility service programs. Together with our subsidiaries, we also provide first aid and safety products, and manage specialized garment programs for the cleanroom and nuclear industries. We manufacture our own branded workwear, protective clothing, and floorcare products, as well as offer products from industry leading suppliers; and with 270 service locations, over 300,000 customer locations, and approximately 16,000 employee Team Partners, we outfit more than 2 million workers each business day. U.S. GAAP establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued to shareholders. 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. Our chief operating decision-maker is our Chief Executive Officer. We have six operating segments based on the information reviewed by our Chief Executive Officer: 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 have been combined to form the U.S. and Canadian Rental and Cleaning reporting segment. Refer to Note 15, “Segment Reporting”, of our Consolidated Financial Statements for our disclosure of segment information. The U.S. and Canadian Rental and Cleaning reporting segment purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. The operations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by us as our ‘industrial laundry operations’ and we refer to the locations related to this reporting segment as our ‘industrial laundries’. The MFG operating segment designs and manufactures uniforms and non-garment items primarily for the purpose of providing these goods to the U.S. and Canadian Rental and Cleaning reporting segment. The amounts reflected as revenues of MFG are primarily generated when goods are shipped from our manufacturing facilities, or subcontract manufacturers, to our other locations. These intercompany revenues are recorded at a transfer price which is typically in excess of the actual manufacturing cost. Products are carried in inventory and subsequently placed in service and amortized at this transfer price. On a consolidated basis, intercompany MFG revenues and MFG income are eliminated and the carrying value of inventories and rental merchandise in service is reduced to the manufacturing cost. Income before income taxes from MFG, net of the intercompany MFG elimination, offsets the merchandise amortization costs incurred by the U.S. and Canadian Rental and Cleaning reporting segment as the merchandise costs of this reporting segment are amortized and recognized based on inventories purchased from MFG at the transfer price which is above our manufacturing cost. The Corporate operating segment consists of costs associated with 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 revenues generated from the Corporate operating segment represent 21 certain direct sales made directly from our distribution center. The products sold by this operating segment are the same products rented and/or sold by the U.S. and Canadian Rental and Cleaning reporting segment. In the segment disclosures in Note 15, “Segment Reporting”, of our Consolidated Financial Statements, no assets or capital expenditures are presented for the Corporate operating segment as no assets are allocated to this operating segment in the information reviewed by our chief executive officer. However, depreciation and amortization expense related to certain assets are reflected in income from operations and income before income taxes for the Corporate operating segment. The assets that give rise to this depreciation and amortization are included in the total assets of the U.S. and Canadian Rental and Cleaning reporting segment as this is how they are tracked and reviewed by us. We refer to our U.S. and Canadian Rental and Cleaning, MFG, and Corporate segments combined as our “Core Laundry Operations”. The Specialty Garments operating segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear and cleanroom applications and provides cleanroom cleaning services at limited customer locations. The First Aid operating segment sells first aid cabinet products and services and other safety supplies as well as maintains wholesale distribution and pill packaging operations for non-prescription medicines. Approximately 88.1% of our revenues in fiscal 2024 were derived from our U.S. and Canadian Rental and Cleaning and Corporate segments. A key driver of this business is the number of workers employed by our customers. Our revenues are directly impacted by fluctuations in these employment levels. Revenues from Specialty Garments, which accounted for approximately 7.5% of our fiscal 2024 revenues, increase during outages and refueling by nuclear power plants, as garment usage increases at these times. First Aid represented approximately 4.4% of our total revenues in fiscal 2024. Critical Accounting Policies and Estimates We believe the following critical accounting policies reflect our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements. Use of Estimates We prepare our financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. We utilize key estimates in preparing the financial statements, including casualty and environmental estimates, valuation of intangible assets acquired in connection with a business combination, recoverability of goodwill, intangibles, income taxes and long-lived assets. These estimates are based on historical information, current trends, and information available from other sources. Our results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies, and changes in the prices of raw materials, can have a significant effect on operations. These factors and other events could cause actual results to differ from management's estimates. Revenue Recognition and Allowance for Doubtful Accounts We recognize revenue from rental operations and related services in the period in which the services are provided. Direct sale revenue is recognized in the period in which the services are performed or when the product is shipped. Our judgment and estimates are used in determining the collectability of accounts receivable and evaluating the adequacy of the allowance for doubtful accounts as well as our sales credits reserve. We consider specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances as part of our evaluation in assessing the allowance for doubtful accounts. We consider our historical credit experience in assessing the sales credits reserve. Changes in our estimates are reflected in the period they become known. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Material changes in our estimates may result in significant differences in the amount and timing of bad debt expense recognition for any given period. Our revenues do not include taxes we collect from our customers and remit to governmental authorities. Costs to Obtain a Contract We defer commission expenses paid to employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. The deferred commissions are amortized on a straight-line basis over the expected period of benefit, which is generally the estimated life of the customer relationship. We review the deferred commission balances for impairment on an ongoing basis. Deferred commissions are classified as current or non-current based on the timing of when we expect to recognize the expense. 22 Inventories and Rental Merchandise in Service Our inventories are stated at the lower of cost or net realizable value, net of any reserve for excess and obsolete inventory. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to our customers or used in our rental operations. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than the amount we projected, additional inventory write-downs may be required. We use the first-in, first-out method to value our inventories, which primarily consist of finished goods. Rental merchandise in service is being amortized on a straight-line basis over the estimated service lives of the merchandise, which range from six to thirty-six months. In establishing estimated lives for merchandise in service, our management considers historical experience and the intended use of the merchandise. Material differences may result in the amount and timing of operating profit for any period if we make significant changes to our estimates. Goodwill, Intangibles and Other Long-Lived Assets In accordance with U.S. GAAP, we do not amortize goodwill. Instead, we test goodwill at the reporting unit level for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Our evaluation considers changes in the operating environment, competitive information, market trends, operating performance and cash flow modeling. We completed our annual goodwill impairment test as of the first day of the fourth quarter in fiscal 2024, fiscal 2023 and fiscal 2022. There have been no impairments of goodwill or other intangible assets in fiscal 2024, 2023 or 2022. We cannot predict future economic conditions and their impact on us or the future net realizable value of our stock. A decline in our market capitalization and/or deterioration in general economic conditions could negatively and materially impact our assumptions and assessment of the fair value of our business. If general economic conditions or our financial performance deteriorate, we may be required to record a goodwill impairment charge in the future which could have a material impact on our financial condition and results of operations. Property, plant and equipment, and definite-lived intangible assets are depreciated or amortized over their useful lives. Useful lives are based on our estimates of the period that the assets will generate economic benefits. Long-lived assets are evaluated for impairment whenever events or circumstances indicate an asset may be impaired. There were no material impairments of long-lived assets in fiscal 2024, 2023 or 2022. Business Combinations The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. The Company’s management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangibles and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. Insurance We self-insure for certain obligations related to health and dental, workers’ compensation, vehicles and general liability programs. We also purchase stop-loss insurance policies for workers’ compensation, vehicles and general liability programs to protect ourselves from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred but have not been reported. Our estimates consider historical claim experience and other factors. Our liabilities are based on our estimates, and, while we believe that our accruals are adequate, the ultimate liability may be significantly different from the amounts recorded. In certain cases where partial insurance coverage exists, we must estimate the portion of the liability that will be covered by existing insurance policies to arrive at 23 our net expected liability. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. Changes in our claim experience, our ability to settle claims or other estimates and judgments we use could have a material impact on the amount and timing of expense for any given period. Environmental and Other Contingencies We are subject to legal proceedings and claims arising from the conduct of our business operations, including environmental matters, personal injury, customer contract matters and employment claims. U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred, 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. We regularly consult with our attorneys and outside consultants, in our consideration of the relevant facts and circumstances, before recording a contingent liability. We record accruals for environmental and other contingencies based on enacted laws, regulatory orders or decrees, our estimates of costs, insurance proceeds, participation by other parties, the timing of payments, and the input of our attorneys and outside consultants. The estimated liability for environmental contingencies has been discounted as of August 31, 2024 using risk-free interest rates ranging from 4.2% to 4.3% over periods ranging from twenty to thirty years. The estimated current costs, net of legal settlements with insurance carriers, have been adjusted for the estimated impact of inflation at 3.0% per year. Changes in enacted laws, regulatory orders or decrees, our estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of our attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for our environmental and other contingent liabilities. Refer to Note 11, “Commitments and Contingencies”, of our Consolidated Financial Statements for additional discussion and analysis. Asset Retirement Obligations Under U.S. GAAP, asset retirement obligations generally apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Current accounting guidance requires that we recognize asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. We have recognized as a liability the present value of the estimated future costs to decommission our nuclear laundry facilities in accordance with U.S. GAAP. We depreciate, on a straight-line basis, the amount added to property, plant and equipment and recognize accretion expense in connection with the discounted liability over the various remaining lives which range from approximately one to twenty-one years. Our estimated liability has been based on historical experience in decommissioning nuclear laundry facilities, estimated useful lives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and federal and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3% per year. The liability has been discounted using credit-adjusted risk-free rates that range from approximately 7.0% to 7.5%. Revisions to the liability could occur due to changes in the estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revisions in our estimates are recognized by adjusting the carrying amount of the liability and the related long-lived asset if the assets are still in service or charged to expense in the period if the assets are no longer in service. Supplemental Executive Retirement Plan and Pension Plan We recognize pension expense on an accrual basis over our employees’ estimated service periods. Pension expense is generally independent of funding decisions or requirements. The calculation of pension expense and the corresponding liability requires us to use a number of critical assumptions, including the expected long-term rates of return on plan assets, the assumed discount rate, the assumed rate of compensation increases and life expectancy of participants. Changes in our assumptions can result in different expense and liability amounts, and future actual expense can differ from these assumptions. Pension expense increases as the expected rate of return on pension plan assets decreases. Future changes in plan asset returns, assumed discount rates and various other factors related to the participants in our pension plans will impact our future pension expense and liabilities. We cannot predict with certainty what these factors will be in the future. 24 Income Taxes We compute income tax expense by jurisdiction based on our operations in each jurisdiction. Deferred income taxes are provided for temporary differences between the amounts recognized for income tax and financial reporting purposes at currently enacted tax rates. Deferred tax assets and liabilities are determined by the differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. See Note 4, “Income Taxes” of our Consolidated Financial Statements for the types of items that give rise to significant deferred income tax assets and liabilities. Deferred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for financial reporting purposes. We regularly review deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets will be realized. We are periodically reviewed by U.S. domestic and foreign tax authorities regarding the amount of taxes due. These reviews typically include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, we record estimated reserves . Refer to Note 4, “Income Taxes”, of our Consolidated Financial Statements for further discussion regarding our accounting for income taxes and our uncertain tax positions for financial accounting purposes. Fiscal Year Our fiscal year ends on the last Saturday in August. For financial reporting purposes, fiscal 2024 and 2023 consisted of 53 weeks and 52 weeks, respectively. Effects of Inflation and Adverse Economic Conditions 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 of operational productivity. However, the inflationary environment in recent years had a negative impact on our margins, including as a result of increased energy costs for our vehicles and our plants, as well as increasing 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. In addition, the U.S. Federal Reserve rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation and has only modestly reduced that rate thus far 2024. Adverse economic conditions resulting from inflationary pressures, U.S. Federal Reserve actions, including elevated interest rates and/or increases in interest rates, geopolitical issues or otherwise are difficult to predict and may have a material adverse impact on our business, results of operations and financial condition. Please see Part I, Item 1A. “Risk Factors” in this Annual Report on Form 10-K for an additional discussion of risks and potential risks of inflation and adverse economic conditions on our business, financial condition and results of operations. 25 Results of Operations The following table presents certain selected financial data, including the percentage of revenues represented by each item, for fiscal years 2024 and 2023. For discussion of fiscal 2023 results compared to fiscal 2022 results, see the Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the fiscal year ended August 26, 2023, filed with the SEC on October 26, 2023. (In thousands, except for percentages) Fiscal 2024 % of Revenues Fiscal 2023 % of Revenues % Change Revenues $ 2,427,431 100.0 % $ 2,233,047 100.0 % 8.7 % Operating expenses: Cost of revenue (1) 1,579,835 65.1 1,481,296 66.3 6.7 Selling and administrative expenses (1) 522,586 21.5 496,915 22.3 5.2 Depreciation and amortization 141,432 5.8 121,233 5.4 16.7 Total operating expenses 2,243,853 92.4 2,099,444 94.0 6.9 Operating income 183,578 7.6 133,603 6.0 37.4 Other income, net (5,801 ) (0.2 ) (5,234 ) (0.2 ) 10.8 Income before income taxes 189,379 7.8 138,837 6.2 36.4 Provision for income taxes 43,905 1.8 35,163 1.6 24.9 Net income $ 145,474 6.0 % $ 103,674 4.6 % 40.3 % (1) Exclusive of depreciation on our property, plant and equipment and amortization of our intangible assets. Revenues and income (loss) from operations by reporting segment for fiscal 2024 and 2023 are presented in the following table: Fiscal Fiscal (In thousands) 2024 2023 Segment Information Revenues U.S. and Canadian Rental and Cleaning $ 2,083,059 $ 1,907,765 MFG 315,159 297,752 Net intercompany MFG elimination (315,159 ) (297,752 ) Corporate 55,889 53,424 Subtotal: Core Laundry Operations 2,138,948 1,961,189 Specialty Garments 182,212 177,034 First Aid 106,271 94,824 Total consolidated revenues $ 2,427,431 $ 2,233,047 Operating income (loss) U.S. and Canadian Rental and Cleaning $ 331,031 $ 293,171 MFG 95,072 88,292 Net intercompany MFG elimination (9,707 ) (16,717 ) Corporate (272,962 ) (266,080 ) Subtotal: Core Laundry Operations 143,434 98,666 Specialty Garments 41,976 37,488 First Aid (1,832 ) (2,551 ) Total operating income $ 183,578 $ 133,603 26 General We derive our revenues through the design, manufacture, personalization, rental, cleaning, delivering, and selling of a wide range of uniforms and protective clothing, including shirts, pants, jackets, coveralls, lab coats, smocks and aprons and specialized protective wear, such as flame resistant and high visibility garments. We also rent industrial wiping products, floor mats, facility service products, other non-garment items, and provide restroom and cleaning supplies and first aid cabinet services and other safety supplies, to a variety of manufacturers, retailers and service companies. 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 Core Laundry Operations, Specialty Garments facilities, and First Aid 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. Our operating results are also directly impacted by the costs of the gasoline used to fuel our vehicles, the cost of electricity for our electric vehicles and the natural gas used to operate our plants. Our operating margins have been, and may continue to be, adversely impacted by volatility in energy prices. In addition, as described above, the inflationary environment in recent years had a negative impact on our margins. While inflation has moderated recently, a period of sustained inflation could pressure our margins in future periods. Our business is subject to various state and federal regulations, including employment laws and regulations, minimum wage requirements, overtime requirements, working condition requirements, citizenship requirements, healthcare insurance mandates and other laws and regulations that impact our labor costs. Labor costs have increased recently as a result of increases in state and local minimum wage levels as well as the overall impact of wage pressure as the result of a low unemployment environment. A portion of our sales is derived from international markets, including Canada. Revenues denominated in currencies other than the U.S. dollar represented approximately 6.9% and 7.0% of total consolidated revenues for fiscal 2024 and 2023, respectively. The operating results of our international subsidiaries are translated into U.S. dollars and such results are affected by movements in foreign currencies relative to the U.S. dollar. In addition, a weaker Canadian dollar increases the costs to our Canadian operations of merchandise and other operational inputs that are sourced from outside Canada, which has the effect of reducing the operating margins of our Canadian business if we are unable to recover these additional costs through price adjustments with our Canadian customers. In fiscal 2024 and 2023, foreign currency fluctuations impacted our consolidated revenues negatively by a nominal percentage and 0.6%, respectively. These impacts were primarily driven by fluctuations in the Canadian dollar. Our operating results in future years could be negatively impacted by any further devaluation, as compared to the U.S. dollar, of the Canadian dollar or any of the currencies of the other countries in which we operate. In fiscal 2018, we initiated a multiyear CRM project to further develop, implement and deploy a third-party software application we licensed. This new solution is intended to improve functionality, capability and information flow as well as increase automation for our operations in servicing our customers. We began deployment of our new CRM project during the second half of fiscal 2021 and concluded the deployment to our U.S. locations in the first quarter of fiscal 2024. We are depreciating this system over a 10-year life and recognized $3.6 million and $3.3 million of amortization expense in fiscal 2024 and fiscal 2023, respectively. 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 core of the UniFirst systems technology footprint and will integrate and complement the capabilities of the CRM system. We expect the ERP system and the new supply chain and procurement capabilities that it will provide to enable lower operating costs and reduced 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. These capabilities will allow us to more effectively respond to and mitigate the types of supply chain challenges that we experienced during the COVID-19 pandemic and inflationary environment of 2022 and 2023. 27 We refer to our CRM and ERP projects together as our (“Key Initiatives”). For fiscal 2024, we expensed $11.8 million of non-recurring costs related to our Key Initiatives, primarily relating to our ERP project. As of August 31, 2024, we capitalized $47.2 million related to our CRM project and $18.9 million related to our ERP project. On October 24, 2023, our Board of Directors authorized a share repurchase program to repurchase from time to time up to $100.0 million of our outstanding shares of Common Stock. Repurchases made 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, our stock price, corporate liquidity requirements and priorities, applicable legal requirements and other factors. The share repurchase program may be funded using available cash or capacity under our Credit Agreement (as defined below) and may be suspended or discontinued at any time. On October 29, 2024, our Board of Directors declared increased quarterly cash dividends of $0.350 per share of Common Stock and $0.280 per share of Class B Common Stock, up from $0.33 and $0.264 per share, respectively. Both dividends are payable on January 3, 2025 to shareholders of record as of December 6, 2024. The amount and timing of any future dividend payment is subject to the approval of our Board of Directors each quarter. During fiscal 2024, we repurchased 139,556 shares for an average price of $170.40. During fiscal 2023, we did not repurchase any shares. As of August 31, 2024, we had $76.2 million remaining under our existing share repurchase program. On March 13, 2023, we completed our acquisition of the business and certain real estate assets of Clean from Clean Holdco, Inc. and certain of its affiliates for an aggregate purchase price of approximately $299.1 million, net of cash acquired. Clean was a uniform, workwear and facility service program provider with 11 locations covering Missouri, Illinois, Arkansas, Kansas and Oklahoma. The results of operations from Clean were included in our results under the U.S. and Canadian Rental and Cleaning segment subsequent to the acquisition date of March 13, 2023. We paid for the acquisition of Clean with cash on hand and borrowings under the Credit Agreement, which we repaid in full during the third quarter of fiscal 2023. 28 The following section of this Annual Report on Form 10-K generally discusses fiscal 2024 and fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023. Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended August 26, 2023, which was filed with the SEC on October 26, 2023. Fiscal Year Ended August 31, 2024 Compared with Fiscal Year Ended August 26, 2023 Revenues (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Core Laundry Operations $ 2,138,948 $ 1,961,189 $ 177,759 9.1 % Specialty Garments 182,212 177,034 5,178 2.9 % First Aid 106,271 94,824 11,447 12.1 % Total consolidated revenues $ 2,427,431 $ 2,233,047 $ 194,384 8.7 % The increase in consolidated revenues of 8.7% during fiscal 2024 compared to the prior year was due primarily to growth in our Core Laundry Operations of 9.1%. The increase in our Core Laundry Operations was due to organic growth of 4.6%, growth from fiscal 2024's extra week of 2.1% and acquisition related growth of 2.5%. Partially offsetting this growth was the effect of Canadian dollar exchange rate changes on our revenues of (0.1)%. The Core Laundry Operations strong organic growth rate was mostly the result of solid new account sales and improved pricing with our customers. The impact on our revenues from acquisitions was the result of our acquisition of Clean, which was completed on March 13, 2023. Specialty Garments revenues for fiscal 2024 increased slightly compared to the prior year due primarily to growth from fiscal 2024's extra week of 1.9%, and growth in both our cleanroom and U.S. nuclear operations. First Aid revenues for fiscal 2024 increased 12.1% compared to the prior fiscal year. This increase was driven by our continued investment in expanding the first aid van business, which accounted for growth of 10.1%, and growth from fiscal 2024's extra week of 2.2%. Cost of revenues (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Cost of revenues $ 1,579,835 $ 1,481,296 $ 98,539 6.7 % % of Revenues 65.1 % 66.3 % The increase in consolidated cost of revenues of 6.7% during fiscal 2024 compared to the prior fiscal year was due primarily to the impact of the revenue growth mentioned above. While overall cost of revenues increased, cost of revenues decreased as a percentage of revenue due primarily to lower merchandise costs, payroll and other operating input costs. Selling and administrative expenses (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Selling and administrative expenses $ 522,586 $ 496,915 $ 25,671 5.2 % % of Revenues 21.5 % 22.3 % The increase in selling and administrative costs of 5.2% during fiscal 2024 compared to the prior fiscal year was due primarily to continued investments we have made in our corporate capabilities over the last year and incremental costs from the Clean acquisition as compared to the prior year. In addition, there was an extra week of spend in the current year. While overall selling and administrative costs increased, selling and administrative costs as a percentage of revenues decreased due primarily to a decrease in Key Initiatives expenses from $33.6 million in fiscal 2023 to $11.8 million in fiscal 2024. In addition, we incurred $3.0 million of Clean acquisition-related costs in fiscal 2023. We also benefited from lower theft losses and a decrease in healthcare claims expenses compared to the prior year. 29 Depreciation and amortization (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Depreciation and amortization $ 141,432 $ 121,233 $ 20,199 16.7 % % of Revenues 5.8 % 5.4 % Depreciation and amortization expense increased by 16.7% in fiscal 2024 as compared to the prior fiscal year due primarily to continued investment in our systems and technology capabilities and infrastructure to support our future growth. Also contributing to this increase was higher depreciation and amortization of $8.0 million related to the Clean acquisition that occurred early in the third quarter of fiscal 2023. Total depreciation and amortization for Clean was $14.7 million and $6.7 million in fiscal 2024 and 2023, respectively, of which $9.8 million and $4.6 million were intangibles amortization, respectively. In addition, there was an extra week of depreciation and amortization in the current year. Operating Income For fiscal 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) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Core Laundry Operations $ 143,434 $ 98,666 $ 44,768 45.4 % Specialty Garments 41,976 37,488 4,488 12.0 % First Aid (1,832 ) (2,551 ) 719 (28.2 )% Operating income $ 183,578 $ 133,603 $ 49,975 37.4 % Operating income margin 7.6 % 6.0 % Other income, net (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Interest income, net $ (7,242 ) $ (6,738 ) $ (504 ) 7.5 % Other expense, net 1,441 1,504 (63 ) (4.2 )% Total other income, net $ (5,801 ) $ (5,234 ) $ (567 ) 10.8 % Other income, net, in fiscal 2024 increased as compared to the prior year due primarily to $2.1 million of interest income recorded in fiscal 2024 as a result of a tax dispute we favorably resolved. This was partially offset by lower interest income resulting from lower cash reserves subsequent to the acquisition of Clean in our third fiscal quarter of 2023. Provision for income taxes (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Provision for income taxes $ 43,905 $ 35,163 $ 8,742 24.9 % Effective income tax rate 23.2 % 25.3 % The decrease in the effective tax rate for fiscal 2024 as compared to the corresponding period year was due primarily to the release of certain tax reserves and a U.S. state legislative change enacted during the first quarter of fiscal 2024. Liquidity and Capital Resources General Cash and cash equivalents, and short-term investments totaled $175.1 million as of August 31, 2024, an increase of $85.5 million from $89.6 million as of August 26, 2023. The increase in cash and cash equivalents and short-term investments was largely driven by our cash flows from operating activities. We generated $295.3 million and $215.8 million in cash from operating activities in fiscal 2024 and 2023, respectively. The increase was due primarily to increased profitability and lower working capital needs of the business. During fiscal 2024, we continued to invest in our business with capital expenditures totaling $160.4 million. Pursuant to the share repurchase program approved by our Board of Directors on October 24, 2023, we repurchased 139,556 shares of our Common Stock for an aggregate of approximately $23.8 million during fiscal 2024. 30 We believe, although there can be no assurance, that our current cash and cash equivalents balances, 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 help us 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. 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 fiscal 2024 and 2023, respectively, are summarized as follows: (In thousands, except percentages) Fiscal 2024 Fiscal 2023 Dollar Change Percent Change Net cash provided by operating activities $ 295,269 $ 215,762 $ 79,507 36.8 % Net cash used in investing activities (162,236 ) (487,647 ) 325,411 (66.7 )% Net cash used in financing activities (50,360 ) (25,839 ) (24,521 ) 94.9 % Effect of exchange rate changes (545 ) 768 (1,313 ) (171.0 )% Net decrease in cash and cash equivalents $ 82,128 $ (296,956 ) $ 379,084 (127.7 )% Net Cash Provided by Operating Activities The net cash provided by operating activities in fiscal 2024 increased as compared to fiscal 2023 due to our improved profitability and benefit of depreciation and amortization as well as positive impacts from rental merchandise in service of $31.4 million, receivables of $22.2 million and accrued liabilities of $9.7 million. These increases were partially offset by a decrease in accounts payable of $14.2 million, an increase in inventory of $12.5 million and an increase in prepaid expenses and other current and non-current assets of $5.5 million. The positive impact from merchandise in service was due primarily to fewer garments being placed in service to support our rental customers. The positive impact from receivables was due primarily to a focused effort on collections and timing of cash receipts. The negative impact from accounts payable was due primarily to timing of payments. The negative impact from inventories was due primarily to higher production that will be used to meet future demand. The negative impact from prepaid expenses and other current assets was due primarily to increases in information technology prepaid contracts and increased capitalized commission costs. Net Cash Used in Investing Activities The net cash used in investing activities in fiscal 2024 decreased as compared to fiscal 2023 due primarily to the Clean acquisition in the third quarter of fiscal 2023, a decrease in capital expenditures of $11.6 million and a reduced net investment in certificates of deposit of $7.1 million during fiscal 2024. Net Cash Used in Financing Activities The net cash used in financing activities in fiscal 2024 increased as compared to fiscal 2023 due primarily to a $23.8 million increase in the repurchase of Common Stock during the period. 31 Long-term Debt and Borrowing Capacity On March 26, 2021, we entered into an amended and restated $175.0 million unsecured revolving credit agreement (as subsequently amended, the “Credit Agreement”) with a syndicate of banks, which matures on March 26, 2026. The Credit Agreement amended and restated our prior credit agreement, which was scheduled to mature on April 11, 2021. Under the Credit Agreement, we are able to borrow funds at variable interest rates. Prior to the amendment discussed below, interest on borrowings was based on, at our election, the Eurodollar rate or a base rate, plus in each case a spread based on our consolidated funded debt ratio. On March 9, 2023, we exercised the accordion feature of the Credit Agreement pursuant to an amendment to the Credit Agreement. The exercise of the accordion feature increased the aggregate commitments under the Credit Agreement by $100.0 million, for a total aggregate commitment of up to $275.0 million. In addition, the amendment provided for the replacement of LIBOR with SOFR such that borrowings are 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. The amendment also refreshed the accordion feature, so that, provided there is no default or event of default under the Credit Agreement and we are in compliance with our financial covenants on a pro forma basis, we 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 $375.0 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. We test our compliance with these financial covenants on a fiscal quarterly basis. As of August 31, 2024, the interest rates applicable to our borrowings under the Credit Agreement would be calculated as SOFR plus 1.00% at the time of the respective borrowing. As of August 31, 2024, we had no outstanding borrowings and had outstanding letters of credit amounting to $65.1 million, leaving $209.9 million available for borrowing under the Credit Agreement. As of August 31, 2024, we were in compliance with all covenants under the Credit Agreement. Derivative Instruments and Hedging Activities 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 August 31, 2024, we had forward contracts with a notional value of approximately 3.6 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 fiscal 2024, we reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The gain on these forward contracts that results in a decrease to accumulated other comprehensive loss as of August 31, 2024 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. Environmental and Legal Contingencies We 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 dispose of detergent wastewater and other residues, and, in the past, used perchloroethylene and other dry cleaning solvents. We are attentive to the environmental concerns surrounding the disposal of these materials and have, through the years, taken measures to avoid their improper disposal. We have settled, or contributed to the settlement of, past actions or claims brought against us relating to the disposal of hazardous materials at several sites and there can be no assurance that we 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. We regularly consult with attorneys and outside consultants in our consideration of the relevant facts and circumstances before recording a contingent liability. Changes in enacted laws, regulatory orders or decrees, our estimates of costs, risk-free interest rates, insurance proceeds, participation by other parties, the timing of payments, the input of our attorneys and outside consultants or other factual circumstances could have a material impact on the amounts recorded for our environmental and other contingent liabilities. 32 Under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating from, such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of or was responsible for the presence of such hazardous or toxic substances. There can be no assurances that acquired or leased locations have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon our Company under such laws or expose our Company to third party actions such as tort suits. We continue to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites. We have accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probable and can be reasonably estimated. We, together with multiple other companies, are party to a consent decree related to our property and the Central Area in Woburn, Massachusetts. The EPA has provided us and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. We, and other signatories, have implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. We have accrued costs to perform certain work responsive to the EPA’s comments. Additionally, we have implemented mitigation measures and continue to monitor environmental conditions at a site in Somerville, Massachusetts. We have agreed to undertake additional actions responsive to a notice of audit findings from the Massachusetts Department of Environmental Protection concerning a regulatory submittal that we made in 2009 for a portion of the site. We have received demands from the local transit authority for reimbursement of certain costs associated with its construction of a new municipal transit station in the area of the Somerville site. This station was part of an extension of the transit system. We have reserved for costs in connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change. We routinely review and evaluate sites that may require remediation and monitoring and determine our estimated costs based on various estimates and assumptions. These estimates are developed using our internal sources or by third-party environmental engineers or other service providers. Internally developed estimates are based on: • Management’s judgment and experience in remediating and monitoring our sites; • Information available from regulatory agencies as to costs of remediation and monitoring; • The number, financial resources and relative degree of responsibility of other potentially responsible parties (PRPs) who may be liable for remediation and monitoring of a specific site; and • The typical allocation of costs among PRPs. There is usually a range of reasonable estimates of the costs associated with each site. In accordance with U.S. GAAP, our accruals represent the amount within the range that we believe is the best estimate or the low end of a range of estimates if no point within the range is a better estimate. When we believe that both the amount of a particular liability and the timing of the payments are reliably determinable, we adjust the cost in current dollars using a rate of 3% for inflation until the time of expected payment and discount the cost to present value using current risk-free interest rates. As of August 31, 2024, the risk-free interest rates we utilized ranged from 4.2% to 4.3%. For environmental liabilities that have been discounted, we include interest accretion, based on the effective interest method, in selling and administrative expenses on the Consolidated Statements of Income. The changes to the amounts of our environmental liabilities for fiscal 2024 and 2023 are as follows (in thousands): Year ended August 31, 2024 August 26, 2023 Beginning balance $ 30,029 $ 32,191 Costs incurred for which reserves have been provided (3,176 ) (1,936 ) Insurance proceeds 238 147 Interest accretion 1,264 1,036 Changes in discount rates 244 (2,446 ) Revisions in estimates 2,656 1,037 Ending balance $ 31,255 $ 30,029 33 Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of August 31, 2024 for the next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands): Fiscal year ended August 2025 2026 2027 2028 2029 Thereafter Total Estimated costs—current dollars $ 14,425 $ 2,836 $ 1,527 $ 1,280 $ 997 $ 15,047 $ 36,112 Estimated insurance proceeds (180 ) (195 ) (159 ) (173 ) (9 ) (230 ) (946 ) Net anticipated costs $ 14,245 $ 2,641 $ 1,368 $ 1,107 $ 988 $ 14,817 $ 35,166 Effect of inflation 9,501 Effect of discounting (13,412 ) Balance as of August 31, 2024 $ 31,255 Estimated insurance proceeds are primarily obtained from an annuity received as part of our 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 for two sites related to our former operations in Williamstown, Vermont. 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 August 31, 2024, the balance in this escrow account, which is held in a trust and is not recorded in our Consolidated Balance Sheets, was approximately $5.6 million. Also included in estimated insurance proceeds are amounts we are entitled to receive pursuant to legal settlements as reimbursements from three insurance companies for estimated costs at one of our sites. Our 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, our 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 our garment decontamination business. From time to time, we are also subject to legal and regulatory proceedings and claims arising from the conduct of our business operations, including 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 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. 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. Acquisitions As part of our business, we regularly evaluate opportunities to acquire other garment service companies. In recent years, we have typically paid for acquisitions with cash and may continue to do so in the future. To pay for an acquisition, we may use cash on hand, cash generated from operations or borrowings under our Credit Agreement, or we may pursue other forms of debt financing. Our ability to secure short-term and long-term debt financing in the future will depend on several factors, including our future profitability, our levels of debt and equity, and the overall credit and equity market environments. 34 Contractual Obligations and Other Commercial Commitments The following information is presented as of August 31, 2024 (in thousands): Payments Due by Fiscal Period Contractual Obligations Total Less than 1 year 1 – 3 years 3 – 5 years More than 5 years Retirement plan benefit payments $ 29,489 $ 2,550 $ 3,924 $ 3,988 $ 19,027 Asset retirement obligations 17,929 — — — 17,929 Operating leases 75,833 20,557 30,751 16,160 8,365 Forward contracts 2,668 1,334 1,334 — — Purchase Commitments* 91,206 58,441 21,115 10,687 963 Total contractual cash obligations $ 217,125 $ 82,882 $ 57,124 $ 30,835 $ 46,284 *Includes non-cancellable purchase commitments for inventories, software, and services. As discussed above under “Long-Term Debt and Borrowing Capacity”, as of August 31, 2024, we had borrowing capacity of $375.0 million under our Credit Agreement, of which approximately $209.9 million was available for borrowing. Also, as of such date, we had no outstanding borrowings and letters of credit outstanding of $65.1 million. All letters of credit expire in less than one year. As discussed above under “Derivative Instruments and Hedging Activities”, as of August 31, 2024, we had forward contracts with a notional value of approximately 3.6 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 fiscal 2024, we reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The gain on these forward contracts that results in a decrease to accumulated other comprehensive loss as of August 31, 2024 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. Energy Costs Significant variability in energy costs, specifically with respect to natural gas, gasoline and electricity can materially affect our operating costs. During fiscal 2024, our energy costs, which include fuel, natural gas, and electricity, represented approximately 4.0% of our total revenue. Recent Accounting Pronouncements See Note 1, “Summary of Significant Accounting Policies” to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on recently implemented and issued accounting standards. 35 ITEM 7A. QUANTITATIVE AND QUALITAT IVE 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 6.9%, 7.0% and 7.9% of our total consolidated revenues for fiscal 2024, 2023 and 2022, respectively. Total assets denominated in currencies other than the U.S. dollar represented approximately 6.8% and 6.6% of our total consolidated assets at August 31, 2024 and August 26, 2023, respectively. If exchange rates had increased or decreased by 10% from the actual rates in effect during fiscal 2024, our revenues and assets for the year ended and as of August 31, 2024 would have increased or decreased by approximately $16.7 million and $18.3 million, respectively. 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 August 31, 2024, we had forward contracts with a notional value of approximately 3.6 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 fiscal 2024, we reclassified $0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The gain on these forward contracts that results in a decrease to accumulated other comprehensive loss as of August 31, 2024 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 expense, net. The intercompany payables and receivables are denominated in Canadian dollars, euros, British pounds, Mexican pesos and Nicaraguan cordobas. During fiscal 2024 transaction losses included in other expense, net, was $0.5 million. If exchange rates had changed by 10% during fiscal 2024, we would have recognized exchange gains or losses of approximately $0.8 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 fiscal 2023, we borrowed and repaid $80.0 million under the Credit Agreement. During fiscal 2024, 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 this Annual Report on Form 10-K for an additional discussion of risks and potential risks on our business, financial performance and the market price of our Common Stock. 36 ITEM 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA Consolidated Stat ements of Income UniFirst Corporation and Subsidiaries Year ended (In thousands, except per share data) August 31, 2024 August 26, 2023 August 27, 2022 Revenues $ 2,427,431 $ 2,233,047 $ 2,000,822 Operating expenses: Cost of revenues (1) 1,579,835 1,481,296 1,306,451 Selling and administrative expenses (1) 522,586 496,915 451,243 Depreciation and amortization 141,432 121,233 108,777 Total operating expenses 2,243,853 2,099,444 1,866,471 Operating income 183,578 133,603 134,351 Other (income) expense: Interest income, net ( 7,242 ) ( 6,738 ) ( 2,851 ) Other expense, net 1,441 1,504 2,877 Total other (income) expense, net ( 5,801 ) ( 5,234 ) 26 Income before income taxes 189,379 138,837 134,325 Provision for income taxes 43,905 35,163 30,921 Net income $ 145,474 $ 103,674 $ 103,404 Income per share—Basic: Common Stock $ 8.11 $ 5.77 $ 5.71 Class B Common Stock $ 6.49 $ 4.62 $ 4.57 Income per share—Diluted: Common Stock $ 7.77 $ 5.53 $ 5.46 Income allocated to—Basic: Common Stock $ 122,188 $ 87,104 $ 86,844 Class B Common Stock $ 23,286 $ 16,570 $ 16,560 Income allocated to—Diluted: Common Stock $ 145,474 $ 103,674 $ 103,404 Weighted average number of shares outstanding—Basic: Common Stock 15,073 15,098 15,203 Class B Common Stock 3,590 3,590 3,621 Weighted average number of shares outstanding—Diluted: Common Stock 18,724 18,762 18,933 (1) Exclusive of depreciation of the Company’s property, plant and equipment and amortization of its intangible assets. The accompanying notes are an integral part of these Consolidated Financial Statements. 37 Consolidated Statements of Comprehensive Income UniFirst Corporation and Subsidiaries Year ended (In thousands) August 31, 2024 August 26, 2023 August 27, 2022 Net income $ 145,474 $ 103,674 $ 103,404 Other comprehensive income: Foreign currency translation adjustments 538 ( 1,701 ) ( 7,002 ) Pension benefit liabilities, net of income taxes ( 348 ) 2,130 7,518 Change in fair value of derivatives, net of income taxes ( 73 ) 100 30 Other comprehensive income 117 529 546 Comprehensive income $ 145,591 $ 104,203 $ 103,950 The accompanying notes are an integral part of these Consolidated Financial Statements. 38 Consolidated B alance Sheets UniFirst Corporation and Subsidiaries (In thousands, except share and par value data) August 31, 2024 August 26, 2023 Assets Current assets: Cash and cash equivalents $ 161,571 $ 79,443 Short-term investments 13,505 10,157 Receivables, less reserves of $ 7,916 and $ 6,276 278,851 279,078 Inventories 156,908 148,334 Rental merchandise in service 237,969 248,323 Prepaid taxes 14,893 20,907 Prepaid expenses and other current assets 51,979 53,876 Total current assets 915,676 840,118 Property, plant and equipment, net 801,612 756,540 Goodwill 648,850 647,900 Customer contracts, net 85,990 103,452 Other intangible assets, net 34,009 42,166 Deferred income taxes 833 567 Operating lease right-of-use assets, net 66,682 62,565 Other assets 142,761 116,667 Total assets $ 2,696,413 $ 2,569,975 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 92,509 $ 92,730 Accrued liabilities 170,240 156,408 Accrued taxes 447 352 Operating lease liabilities, current 18,241 17,739 Total current liabilities 281,437 267,229 Accrued liabilities 123,401 121,682 Accrued and deferred income taxes 132,496 130,084 Operating lease liabilities 50,568 47,020 Total liabilities 587,902 566,015 Commitments and contingencies (Note 11) Shareholders’ equity: Preferred Stock, $ 1.00 par value; 2,000,000 shares authorized; no shares issued and outstanding — — Common Stock, $ 0.10 par value; 30,000,000 shares authorized; 15,000,552 and 15,104,317 shares issued and outstanding in 2024 and 2023, respectively 1,500 1,510 Class B Common Stock, $ 0.10 par value; 20,000,000 shares authorized; 3,590,295 shares issued and outstanding in 2024 and 2023 359 359 Capital surplus 104,791 99,303 Retained earnings 2,025,505 1,926,549 Accumulated other comprehensive loss ( 23,644 ) ( 23,761 ) Total shareholders’ equity 2,108,511 2,003,960 Total liabilities and shareholders’ equity $ 2,696,413 $ 2,569,975 The accompanying notes are an integral part of these Consolidated Financial Statements. 39 Consolidated Statements of Shareholders’ Equity UniFirst Corporation and Subsidiaries (In thousands) Common Shares Class B Common Shares Common Stock Class B Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Loss Total Equity Balance, as of August 29, 2021 15,236 3,643 $ 1,524 $ 364 $ 89,257 $ 1,806,643 $ ( 24,836 ) $ 1,872,952 Net income — — — — — 103,404 — 103,404 Pension benefit liabilities, net (1) — — — — — — 7,518 7,518 Change in fair value of derivatives (1) — — — — — — 30 30 Foreign currency translation — — — — — — ( 7,002 ) ( 7,002 ) Dividends declared — — — — — ( 21,658 ) — ( 21,658 ) Shares converted 17 ( 17 ) 1 ( 1 ) — — — — Share-based compensation, net (2) — — — — 5,035 — — 5,035 Share-based awards exercised, net (1) 36 — 4 — — — — 4 Repurchase of Common Stock ( 214 ) ( 36 ) ( 21 ) ( 4 ) ( 1,161 ) ( 43,226 ) — ( 44,412 ) Balance, as of August 27, 2022 15,075 3,590 $ 1,508 $ 359 $ 93,131 $ 1,845,163 $ ( 24,290 ) $ 1,915,871 Net income — — — — — 103,674 — 103,674 Pension benefit liabilities, net (1) — — — — — — 2,130 2,130 Change in fair value of derivatives (1) — — — — — — 100 100 Foreign currency translation — — — — — — ( 1,701 ) ( 1,701 ) Dividends declared — — — — — ( 22,288 ) — ( 22,288 ) Share-based compensation, net (2) — — — — 6,172 — — 6,172 Share-based awards exercised, net (1) 29 — 2 — — — — 2 Balance, as of August 26, 2023 15,104 3,590 $ 1,510 $ 359 $ 99,303 $ 1,926,549 $ ( 23,761 ) $ 2,003,960 Net income — — — — — 145,474 — 145,474 Pension benefit liabilities, net (1) — — — — — — ( 348 ) ( 348 ) Change in fair value of derivatives (1) — — — — — — ( 73 ) ( 73 ) Foreign currency translation — — — — — — 538 538 Dividends declared — — — — — ( 23,670 ) — ( 23,670 ) Share-based compensation, net (2) — — — — 6,534 — — 6,534 Share-based awards exercised, net (1) 36 — 4 — — — — 4 Repurchase of Common Stock (3) ( 140 ) — ( 14 ) — ( 1,046 ) ( 22,848 ) — ( 23,908 ) Balance, as of August 31, 2024 15,000 3,590 $ 1,500 $ 359 $ 104,791 $ 2,025,505 $ ( 23,644 ) $ 2,108,511 (1) These amounts are shown net of the effect of income taxes. (2) These amounts are shown net of any shares withheld by the Company to satisfy certain tax withholding obligations in connection with the vesting of certain restricted stock units. (3) These amounts are shown net of the effect of excise taxes. The accompanying notes are an integral part of these Consolidated Financial Statements. 40 Consolidated Stateme nts of Cash Flows UniFirst Corporation and Subsidiaries Year ended (In thousands) August 31, 2024 August 26, 2023 August 27, 2022 Cash flows from operating activities: Net income $ 145,474 $ 103,674 $ 103,404 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization (1) 141,432 121,233 108,777 Share-based compensation 9,773 9,063 9,103 Accretion on environmental contingencies 1,264 1,036 596 Accretion on asset retirement obligations 976 923 970 Other 1,027 1,020 ( 993 ) Deferred income taxes 5,231 22,143 20,008 Changes in assets and liabilities, net of acquisitions: Receivables, less reserves 511 ( 21,714 ) ( 40,626 ) Inventories ( 8,458 ) 4,001 ( 8,148 ) Rental merchandise in service 10,548 ( 20,847 ) ( 36,597 ) Prepaid expenses and other current assets and Other assets ( 12,582 ) ( 7,057 ) 9,250 Accounts payable ( 4,069 ) 10,111 ( 927 ) Accrued liabilities ( 3,021 ) ( 12,762 ) ( 31,517 ) Prepaid and accrued income taxes 7,163 4,938 ( 10,651 ) Net cash provided by operating activities 295,269 215,762 122,649 Cash flows from investing activities: Acquisition of businesses, net of cash acquired ( 203 ) ( 306,193 ) ( 44,203 ) Capital expenditures, including capitalization of software costs ( 160,417 ) ( 171,991 ) ( 144,319 ) Purchases of investments ( 24,581 ) ( 117,012 ) — Maturities of investments 21,679 107,000 — Proceeds from sale of assets 1,286 549 2,015 Net cash used in investing activities ( 162,236 ) ( 487,647 ) ( 186,507 ) Cash flows from financing activities: Payment of deferred financing costs — ( 851 ) — Borrowings under line of credit — 80,000 — Repayments under line of credit — ( 80,000 ) — Proceeds from exercise of share-based awards 4 3 ( 167 ) Taxes withheld and paid related to net share settlement of equity awards ( 3,239 ) ( 2,891 ) ( 4,068 ) Repurchase of Common Stock ( 23,780 ) — ( 44,412 ) Payment of cash dividends ( 23,345 ) ( 22,100 ) ( 20,791 ) Net cash used in financing activities ( 50,360 ) ( 25,839 ) ( 69,438 ) Effect of exchange rate changes ( 545 ) 768 ( 3,173 ) Net increase (decrease) in cash and cash equivalents 82,128 ( 296,956 ) ( 136,469 ) Cash and cash equivalents at beginning of period 79,443 376,399 512,868 Cash and cash equivalents at end of period $ 161,571 $ 79,443 $ 376,399 Supplemental disclosure of cash flow information: Non-cash capital expenditures $ 11,138 $ 7,351 $ 8,737 Interest paid $ 1,169 $ 1,344 $ 838 Income taxes paid, net of refunds received $ 33,716 $ 8,491 $ 24,559 (1) Depreciation and amortization for the full year of fiscal 2024, 2023 and 2022 included approximately $ 18.8 million , $ 14.7 million and $ 10.9 million , respectively, of non-cash amortization expense recognized for acquisition-related intangible assets. The accompanying notes are an integral part of these Consolidated Financial Statements. 41 Notes to Consolidated Financial Statements UniFirst Corporation and Subsidiaries 1. Summary of Significan t Accounting Policies Business Description UniFirst Corporation (the “Company”) is one of the leading providers of workplace uniforms and protective clothing in North America. The Company designs, manufactures, personalizes, rents, cleans, delivers, and sells 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. The Company also rents and sells industrial wiping products, floor mats, facility service products and other non-garment items, and provides 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. The Company serves businesses of all sizes across multiple industry sectors. Typical customers include automobile service centers and dealers, delivery services, food and general merchandise retailers, manufacturers, maintenance facilities, restaurants and food-related businesses, business service companies, soft and durable goods wholesalers, transportation companies, energy producing operations, healthcare providers and others who require employee clothing on the job for image, identification, protection or utility purposes. The Company also provides its customers with restroom and cleaning supplies, including air fresheners, paper products, gloves, masks, hand soaps and sanitizers. At certain specialized facilities, like nuclear operations, the Company decontaminates and cleans work clothes and other items that may have been exposed to radioactive materials and services special cleanroom protective wear. Typical customers for these specialized services include government agencies, research and development laboratories, high technology companies and utility providers operating nuclear reactors. As discussed and described in Note 15, “Segment Reporting”, to these Consolidated Financial Statements, the Company has five reporting segments: United States (“U.S.”) and Canadian Rental and Cleaning, Manufacturing (“MFG”), Specialty Garments Rental and Cleaning (“Specialty Garments”), First Aid and Corporate. The operations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by the Company as its “industrial laundry operations” and the locations related to this reporting segment are referred to as “industrial laundries”. The Company refers to its U.S. and Canadian Rental and Cleaning, MFG, and Corporate segments combined as its “Core Laundry Operations”. Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Intercompany balances and transactions are eliminated in consolidation. Basis of Presentation The Consolidated Financial Statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) . There have been no material changes in the accounting policies followed by the Company during the current fiscal year other than the adoption of recent accounting pronouncements as discussed in greater detail in the Recent Accounting Pronouncements sub-section of this Note. Use of Estimates The preparation of these Consolidated Financial Statements is in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The Company utilizes key estimates in preparing the financial statements including casualty and environmental estimates, valuation of intangible assets acquired in a business combination, recoverability of goodwill, intangibles, income taxes and long-lived assets. These estimates are based on historical information, current trends, and information available from other sources. The Company’s results are affected by economic, political, legislative, regulatory and legal actions. Economic conditions, such as recessionary trends, inflation, interest and monetary exchange rates, government fiscal policies, and changes in the prices of raw materials, can have a significant effect on operations. These factors and other events could cause actual results to differ from management's estimates. 42 Fiscal Year The Company’s fiscal year ends on the last Saturday in August. For financial reporting purposes, fiscal year ended August 31, 2024 (“fiscal 2024”) consisted of 53 weeks, and fiscal years ended August 26, 2023 (“fiscal 2023”) and August 27, 2022 (“fiscal 2022”) both consisted of 52 weeks. The additional week was included in the fourth quarter of fiscal 2024 . Cash, Cash Equivalents and Short-Term Investments Cash, cash equivalents and short-term investments include cash in banks, money market securities and bank short-term investments having original maturities of six months or less. As of August 31, 2024 and August 26, 2023, the Company had $ 13.5 million and $ 10.2 million in short-term investments, respectively. Accounts receivable Accounts receivable represents amounts due from customers and is presented net of reserves for expected credit losses. The Company utilizes its judgment and estimates are used in determining the collectability of accounts receivable and evaluating the adequacy of the reserve for expected credit losses. The Company considers specific accounts receivable and historical credit loss experience, customer credit worthiness, current economic trends and the age of outstanding balances as part of its evaluation. When an account is considered uncollectible, it is written off against the reserve for expected credit losses. 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 as of August 31, 2024 and August 26, 2023 are as follows (in thousands): (In thousands) August 31, 2024 August 26, 2023 Beginning balance $ 6,276 $ 5,930 Current period provision 13,976 10,740 Write-offs and other ( 12,336 ) ( 10,394 ) Ending balance $ 7,916 $ 6,276 Financial Instruments The Company’s financial instruments, which may expose the Company to concentrations of credit risk, include cash and cash equivalents, receivables, accounts payable and foreign exchange forward contracts. Each of these financial instruments is recorded at cost, which approximates its fair value given the short maturity of each financial instrument. Revenue Recognition In fiscal 2024, approximately 84.2 % of the Company’s revenues are derived from fees for route servicing of Core Laundry Operations, Specialty Garments and First Aid services performed by the Company’s employees at the customer’s location of business. Revenues from the Company’s route servicing customer contracts represent a single-performance obligation. The Company recognizes these revenues over time as services are performed based on the nature of services provided and contractual rates (input method). Certain of the Company’s customer contracts, primarily within the Company’s Core Laundry Operations, include pricing terms and conditions that include components of variable consideration. The variable consideration is typically in the form of consideration due to a customer based on performance metrics specified within the contract. Specifically, some contracts contain discounts or rebates that the customer can earn through the achievement of specified volume levels. Each component of variable consideration is earned based on the Company’s actual performance during the measurement period specified within the contract. To determine the transaction price, the Company estimates the variable consideration using the most likely amount method, based on the specific contract provisions and known performance results during the relevant measurement period. When determining if variable consideration should be constrained, the Company considers whether factors outside its control could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal. The Company’s performance period generally corresponds with the monthly invoice period. No significant constraints on the Company’s revenue recognition were applied during fiscal 2024, 2023 and 2022. The Company reassesses these estimates during each reporting period. 43 The Company maintains a liability for these discounts and rebates within accrued liabilities on the Consolidated Balance Sheets. Variable consideration also includes consideration paid to a customer at the beginning of a contract. The Company capitalizes this consideration and amortizes it over the life of the contract as a reduction to revenue in accordance with the accounting guidance for revenue recognition. These assets are included in other assets on the Consolidated Balance Sheets. The following table presents the Company’s revenues for fiscal 2024, 2023 and 2022 disaggregated by service type: Year ended 2024 2023 2022 (In thousands, except percentages) Revenues % of Revenues Revenues % of Revenues Revenues % of Revenues Core Laundry Operations $ 2,138,948 88.1 % $ 1,961,189 87.8 % $ 1,770,502 88.5 % Specialty Garments 182,212 7.5 % 177,034 8.0 % 152,885 7.6 % First Aid 106,271 4.4 % 94,824 4.2 % 77,435 3.9 % Total revenues $ 2,427,431 100.0 % $ 2,233,047 100.0 % $ 2,000,822 100.0 % The following table presents the Company's percentage of revenues for fiscal 2024, 2023 and 2022 disaggregated by the timing of revenue recognition by service type: Year ended 2024 2023 2022 Over Time Point in Time Over Time Point in Time Over Time Point in Time Core Laundry Operations 88.4 % 11.6 % 88.4 % 11.6 % 88.4 % 11.6 % Specialty Garments 84.2 % 15.8 % 83.9 % 16.1 % 83.8 % 16.2 % First Aid 0 % 100 % 0 % 100 % 0 % 100 % See Note 15, “Segment Reporting” for additional details of segment definitions. Costs to Obtain a Contract The Company defers commission expenses paid to its employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. The deferred commissions are amortized on a straight-line basis over the expected period of benefit. The Company reviews the deferred commission balances for impairment on an ongoing basis. Deferred commissions are classified as current or non-current based on the timing of when the Company expects to recognize the expense. The following table presents deferred commissions on the Company's Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023 are as follows (in thousands): Balance Sheet Location August 31, 2024 August 26, 2023 Prepaid expenses and other current assets $ 18,079 $ 16,495 Other assets 78,856 70,393 The following table presents the Company's amortization expense related to deferred commissions on the Consolidated Statements of Income for fiscal 2024, 2023 and 2022 are as follows (in thousands): Income Statement Location 2024 2023 2022 Selling and administrative expenses $ 18,031 $ 16,500 $ 15,400 44 I nventories and Rental Merchandise in Service Inventories are stated at the lower of cost or net realizable value, net of any reserve for excess and obsolete inventory. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers or used in rental operations. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required. The Company uses the first-in, first-out (“FIFO”) method to value its inventories. The components of inventory as of August 31, 2024 and August 26, 2023 are as follows (in thousands): August 31, 2024 August 26, 2023 Raw materials $ 22,164 $ 25,147 Work in process 2,832 4,444 Finished goods 131,912 118,743 Total inventory $ 156,908 $ 148,334 Rental merchandise in service is amortized, primarily on a straight-line basis, over the estimated service lives of the merchandise, which range from six to thirty-six months . The amortization expense is included in the cost of revenues on the Company’s Consolidated Statements of Income. In establishing estimated lives for merchandise in service, management considers historical experience and the intended use of the merchandise. Material differences may result in the amount and timing of operating profit for any period if management makes significant changes to these estimates. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are expensed as incurred, while expenditures for renewals and betterments are capitalized. The components of property, plant and equipment as of August 31, 2024 and August 26, 2023 are as follows (in thousands): August 31, 2024 August 26, 2023 Land, buildings and leasehold equipment $ 787,628 $ 744,085 Machinery and equipment 710,108 676,490 Motor vehicles 372,837 331,537 Total property, plant and equipment, gross 1,870,573 1,752,112 Less: accumulated depreciation 1,068,961 995,572 Total property, plant and equipment, net $ 801,612 $ 756,540 The Company provides for depreciation on the straight-line method based on the date the asset is placed in service using the following estimated useful lives: Buildings (in years) 30 — 40 Building components (in years) 10 — 20 Leasehold improvements Shorter of useful life or term of lease Machinery and equipment (in years) 3 — 10 Motor vehicles (in years) 3 — 5 Long-lived assets, including property, plant and equipment, are evaluated for impairment whenever events or circumstances indicate an asset may be impaired. There were no material impairments of long-lived assets in fiscal 2024, 2023 and 2022 . Goodwill and Other Intangible Assets In accordance with U.S. GAAP, the Company does not amortize goodwill. Instead, the Company tests goodwill for impairment on an annual basis. Management completes its annual goodwill impairment test on the first day of the fourth quarter of each fiscal year. In addition, U.S. GAAP requires that companies test goodwill if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill is assigned below its 45 carrying amount. The Company used both the qualitative and quantitative assessment options for its impairment testing for goodwill in fiscal 2024 and determined that the fair values of the reporting units more likely than not exceeded their carrying values and that there was no evidence of impairment as of May 26, 2024. The Company cannot predict future economic conditions and their impact on the Company or the future net realizable value of the Company’s stock. A decline in the Company’s market capitalization and/or deterioration in general economic conditions could negatively and materially impact the Company’s assumptions and assessment of the fair value of the Company’s business. If general economic conditions or the Company’s financial performance deteriorate, the Company may be required to record a goodwill impairment charge in the future which could have a material impact on the Company’s financial condition and results of operations. Definite-lived intangible assets are amortized over their estimated useful lives, which are based on management’s estimates of the period that the assets will generate economic benefits. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable in accordance with U.S. GAAP. There were no impairments of goodwill or indicators of impairment for definite-lived intangible assets in fiscal 2024, 2023 or 2022. As of August 31, 2024, definite-lived intangible assets have a weighted average useful life of approximately 12.9 years. Customer contracts have a weighted average useful life of approximately 14.6 years and other intangible assets, net, which consist of primarily of restrictive covenants, software and trademarks, have a weighted average useful life of approximately 8.5 years. Cloud Computing Arrangements The Company enters into certain cloud-based software hosting arrangements that are accounted for as service contracts. Costs incurred for these arrangements are capitalized for application development activities, if material, and immediately expensed for preliminary project activities and post-implementation activities. The Company amortizes the capitalized development costs straight-line over the fixed, non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods. The capitalized costs are included in “Prepaid expenses and other current assets” and “Long-term other assets” on the Company's Consolidated Balance Sheets. Capitalized costs were $ 18.9 million and $ 2.2 million as of August 31, 2024, and August 26, 2023, respectively. The Company has not placed any modules of the applicable software in service as of August 31, 2024 . Environmental and Other Contingencies The Company is subject to legal proceedings and claims arising from the conduct of its business operations, including but not limited to, environmental matters, personal injury, customer contract matters and employment claims. U.S. GAAP require that a liability for contingencies be recorded when it is probable that a liability has occurred 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. The Company records accruals for environmental and other contingencies based on enacted laws, regulatory orders or decrees, the Company’s estimates of costs, insurance proceeds, participation by other parties, the timing of payments, and the input of outside consultants and attorneys. The estimated liability for environmental contingencies has been discounted as of August 31, 2024 using risk-free interest rates ranging from 4.2 % to 4.3 % over periods ranging from twenty to thirty years . The estimated current costs, net of legal settlements with insurance carriers, have been adjusted for the estimated impact of inflation at 3 % per year. 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. Refer to Note 11, “Commitments and Contingencies”, of these Consolidated Financial Statements for additional discussion and analysis. Asset Retirement Obligations Under U.S. GAAP, asset retirement obligations generally apply to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. The Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. 46 The Company has recognized as a liability the present value of the estimated future costs to decommission its nuclear laundry facilities. The Company depreciates, on a straight-line basis, the amount added to property, plant and equipment and recognizes accretion expense in connection with the discounted liability over the various remaining lives which range from approximately one to twenty-one years . The estimated liability has been based on historical experience in decommissioning nuclear laundry facilities, estimated useful lives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and federal and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3 % per year. The liability has been discounted using credit-adjusted risk-free rates that range from approximately 7.0 % to 7.5 % . Revisions to the liability could occur due to changes in the Company’s estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revised estimates are recognized by adjusting the carrying amount of the liability and the related long-lived asset if the assets are still in service, or charged to expense in the period if the assets are no longer in service. Insurance The Company is self-insured for certain obligations related to health and dental, workers’ compensation, vehicles and general liability programs. The Company also purchases stop-loss insurance policies for workers’ compensation, vehicles and general liability programs to protect itself from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for events that have occurred, but have not been reported. The Company’s estimates consider historical claims experience and other factors. In certain cases where partial insurance coverage exists, the Company estimates the portion of the liability that will be covered by existing insurance policies to arrive at its net expected liability. Receivables for insurance recoveries are recorded as assets, on an undiscounted basis. The Company’s liabilities are based on estimates, and, while the Company believes that its accruals are adequate, the ultimate liability may be significantly different from the amounts recorded. Changes in claims experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period. Supplemental Executive Retirement Plan and Other Pension Plans Pension expense is recognized on an accrual basis over employees’ estimated service periods. Pension expense is generally independent of funding decisions or requirements. The Company (1) recognizes in its statement of financial position the over-funded or under-funded status of its defined benefit post-retirement plans measured as the difference between the fair value of plan assets and the benefit obligation, (2) recognizes as a component of other comprehensive (loss) income, net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period but are not recognized as components of net periodic benefit cost, (3) measures defined benefit plan assets and defined benefit plan obligations as of the date of its statement of financial position, and (4) discloses additional information in the notes to financial statements about certain effects on net periodic benefit cost in the upcoming fiscal year that arise from delayed recognition of the actuarial gains and losses and the prior service costs and credits. Refer to Note 7, “Employee Benefit Plans”, of these Consolidated Financial Statements for further discussion regarding the Company’s pension plans. The calculation of pension expense and the corresponding liability requires the use of a number of critical assumptions, including the expected long-term rates of return on plan assets, the assumed discount rates, assumed rate of compensation increases and life expectancy of participants. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions. Pension expense increases as the expected rate of return on pension plan assets decreases. Future changes in plan asset returns, assumed discount rates and various other factors related to the participants in the Company’s pension plans will impact the Company’s future pension expense and liabilities. The Company cannot predict with certainty what these factors will be in the future. 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 47 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 may differ from year to year and from participant to participant. Refer to Note 7, “Employee Benefit Plans”, of these Consolidated Financial Statements for further discussion regarding the Company’s NQDC Plan . Income Taxes The Company computes income tax expense by jurisdiction based on its operations in each jurisdiction. Deferred income taxes are provided for temporary differences between the amounts recognized for income tax and financial reporting purposes at currently enacted tax rates. Deferred tax assets and liabilities are determined by the differences between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities. See Note 4, “Income Taxes” in these Consolidated Financial Statements for the types of items that give rise to significant deferred income tax assets and liabilities. Deferred income taxes are classified as assets or liabilities based on the classification of the related asset or liability for financial reporting purposes. The Company regularly reviews deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets will be realized. The Company is periodically reviewed by U.S. domestic and foreign tax authorities regarding the amount of taxes due. These reviews typically include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves . Refer to Note 4, “Income Taxes”, of these Consolidated Financial Statements for further discussion regarding the Company’s accounting for income taxes and its uncertain tax positions for financial accounting purposes. Advertising Costs Advertising costs are expensed as incurred and are classified as selling and administrative expenses. The Company incurred advertising costs of $ 5.3 million , $ 9.9 million and $ 14.7 million , for fiscal 2024, 2023 and 2022 , respectively. Share-Based Compensation Compensation expense for all stock options, stock appreciation rights, unrestricted stock and restricted stock units (collectively, “Share-Based Awards”) is recognized ratably over the related vesting period, net of actual forfeitures. Certain Share-Based Awards in the form of stock appreciation rights and shares of unrestricted stock were granted during fiscal 2024, 2023 and 2022 to non-employee Directors of the Company, which were fully vested upon grant and, with respect to stock appreciation rights, expire eight years after the grant date. Accordingly, compensation expense related to these Share-Based Awards in fiscal 2024, 2023 and 2022 was recognized on the date of grant. For performance-based restricted stock unit awards with revenue and profitability performance criteria, we evaluate the probability of meeting the performance criteria at each balance sheet date and, if probable, related compensation cost is amortized over the performance period on a straight-line basis because such awards vest only at the end of the measurement period. Changes to the probability assessment and the estimate of shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of the change. If the performance targets are not achieved, no compensation cost is recognized and any previously recognized compensation cost is reversed. U.S. GAAP requires that share-based compensation cost be measured at the grant date based on the fair value of the award and be recognized as expense over the requisite service period, which is generally the vesting period. Determining the fair value of Share-Based Awards in the form of stock appreciation rights at the grant date requires judgment, including estimating expected dividends and share price volatility. The fair value of each Share-Based Award in the form of stock appreciation rights is estimated on the date of grant using the Black-Scholes option pricing model. The Company recognizes compensation expense for restricted stock and restricted stock unit grants over the related vesting period. The fair value for each restricted stock, unrestricted stock and restricted stock unit grant is determined by using the closing price of the Company’s stock on the date of the grant. Refer to Note 12, “Share-Based Compensation”, of these Consolidated Financial Statements for further discussion regarding the Company’s share-based compensation plans. 48 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): Year ended 2024 2023 2022 Net income available to shareholders $ 145,474 $ 103,674 $ 103,404 Allocation of net income for Basic: Common Stock $ 122,188 $ 87,104 $ 86,844 Class B Common Stock 23,286 16,570 16,560 $ 145,474 $ 103,674 $ 103,404 Weighted average number of shares for Basic: Common Stock 15,073 15,098 15,203 Class B Common Stock 3,590 3,590 3,621 18,663 18,688 18,824 Income per share for Basic: Common Stock $ 8.11 $ 5.77 $ 5.71 Class B Common Stock $ 6.49 $ 4.62 $ 4.57 The Class B Common Stock may be converted at any time on a one -for-one basis into Common Stock at the option of the holder of the Class B Common Stock. Diluted income per share for the Company’s Common Stock assumes the conversion of all of the Company’s Class B Common Stock into Common Stock, full vesting of outstanding restricted stock, and the exercise of Share-Based Awards under the Company’s stock incentive plans. The Company is required to calculate the 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 fiscal 2024, 2023 and 2022, the Company’s diluted income per share assumes the conversion of all Class B Common Stock into Common Stock and uses the two-class method for its unvested participating shares. The following table sets forth the computation of diluted income per share of Common Stock for the years ended August 31, 2024, August 26, 2023 and August 27, 2022 (in thousands, except per share data): Year Ended August 31, 2024 Year Ended August 26, 2023 Year Ended August 27, 2022 Earnings to Common shareholders Common Shares Income Per Share Earnings to Common shareholders Common Shares Income Per Share Earnings to Common shareholders Common Shares Income Per Share As reported—Basic $ 122,188 15,073 $ 8.11 $ 87,104 15,098 $ 5.77 $ 86,844 15,203 $ 5.71 Add: effect of dilutive potential common shares Share-Based Awards — 61 — 74 — 109 Class B Common Stock 23,286 3,590 16,570 3,590 16,560 3,621 Diluted Income Per Share— Common Stock $ 145,474 18,724 $ 7.77 $ 103,674 18,762 $ 5.53 $ 103,404 18,933 $ 5.46 Share-Based Awards that would result in the issuance of 60,260 , 51,708 and 34,416 shares, respectively, of Common Stock were excluded from the calculation of diluted earnings per share for fiscal 2024, 2023 and 2022 because they were anti-dilutive. Foreign Currency Translation The functional currency of our foreign operations is the local country’s currency. Transaction gains and losses, including gains and losses on our intercompany transactions, are included in other expense, net in the accompanying Consolidated Statements of Income. Assets and liabilities of operations outside the U.S. are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rates in effect during each month of the fiscal year. The effects of foreign currency translation adjustments are included in shareholders’ equity as a component of accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets. 49 Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. In December 2023, the FASB issued 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 currently evaluating this ASU to determine its impact on the Company’s disclosures. 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. 2. Acquisitions Whenever the Company acquires a business, consistent with current accounting guidance, the results of operations of the acquisition are included in the Company’s consolidated financial results from the date of the acquisition. The amount assigned to intangible assets acquired is based on their respective fair values determined as of the acquisition date. The excess of the purchase price over the tangible and intangible assets is recorded as goodwill. Goodwill is allocated to the segment to which the acquisition relates and is deductible for tax purposes. During fiscal 2024, the Company did not complete any material business acquisitions. Clean Uniform During the third quarter of fiscal 2023, the Company completed the acquisition of the business and certain real estate assets of Clean Uniform (“Clean”) from Clean Holdco, Inc. and certain of its affiliates for an aggregate purchase price of $ 299.1 million, net of cash acquired. The difference between the cash paid and the total purchase price of $ 302.4 million represented amounts owed from the seller as a result of final closing adjustments. The acquisition was structured primarily as a stock purchase but was treated as an asset purchase from a tax perspective, which has allowed for a step-up in the tax basis of the assets and provides incremental tax benefits expected to be realized over time with a value of approximately $ 40 million. Clean was a uniform, workwear and facility service program provider with 11 locations covering Missouri, Illinois, Arkansas, Kansas and Oklahoma. Prior to the closing of the acquisition, neither the Company nor any of its affiliates, or any director or officer of the Company or any of its affiliates, or any associate of any such director or officer, had any material relationship with any of the sellers. The results of operations from Clean are included in the Company’s results under the U.S. and Canadian Rental and Cleaning segment subsequent to the acquisition date of March 13, 2023. The Company paid for the acquisition of Clean with cash on hand and borrowings under the Credit Agreement (defined below). The Clean acquisition was accounted for using the purchase method of accounting. The Company has measured the fair value of its tangible and intangible assets acquired and liabilities assumed in the Clean acquisition and has finalized the purchase price allocations. The amounts assigned to intangible assets acquired were based on their respective fair values determined as of the acquisition date, which the Company determined by engaging specialists to assist in their valuation. The table below summarizes the final purchase price allocation to the estimated fair value of assets acquired and liabilities assumed at the acquisition date. Goodwill is calculated as the excess of the purchase price over the net assets recognized and represents the estimated future economic benefits arising from expected synergies and growth opportunities for the Company. All of the goodwill and intangible assets were allocated to the U.S. and Canadian Rental and Cleaning segment and are deductible for tax purposes. Transaction and related costs, consisting primarily of professional fees, directly related to the acquisition, totaled approximately $ 3.0 million during fiscal 2023. All transaction and related costs were expensed as incurred and are included in selling and administrative expenses. 50 The final purchase price allocation is as follows (in thousands): Receivables $ 8,301 Inventories 632 Rental merchandise in service 8,535 Prepaid expenses and other current assets 762 Property, plant and equipment 31,497 Operating lease right-of-use assets, net 3,517 Goodwill and intangible assets 257,833 Accounts payable ( 2,011 ) Accrued liabilities ( 5,767 ) Operating lease liabilities, current ( 1,510 ) Operating lease liabilities, non-current ( 2,657 ) Total purchase price $ 299,132 The following table identifies the Company’s allocation of purchase price to the intangible assets and goodwill acquired by category: Year ended Estimated Fair Value (in thousands) Weighted Average Life (in years) Goodwill $ 187,733 N/A Customer contracts 64,800 15.0 Trade name 5,300 3.0 Total intangible assets and goodwill acquired $ 257,833 The amount of amortization expense recognized of Clean customer contracts and trade name included in the consolidated statements of income from the acquisition date of March 13, 2023 to August 26, 2023 was $ 3.8 million and $ 0.9 million, respectively. Unaudited pro-forma information presents the combined financial resul ts for the Company and Clean as if the acquisition of Clean had occurred on August 28, 2022. The unaudited pro-forma revenue of the combined entity for fiscal 2023 was $ 2.3 billion reflecting the effects of the Clean acquisition. The effects of the Clean acquisition on unaudited pro-forma net income of the combined entity were not material for fiscal 2023. Other Acquisitions During fiscal 2023, the Company completed four other business acquisitions with an aggregate purchase price of approximately $ 7.1 million. Tangible assets acquired primarily relate to accounts receivable, inventory and property, plant and equipment. The results of operations of all acquisitions completed during fiscal 2023 have been included in the Company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the Company’s consolidated financial results and, therefore, pro-forma financial information has not been presented. The following table identifies the Company’s allocation of purchase price to the intangible assets and goodwill acquired by category: Year ended Estimated Fair Value (in thousands) Weighted Average Life (in years) Goodwill $ 3,944 N/A Customer contracts 2,271 14.0 Other intangible assets 25 5.0 Total intangible assets and goodwill acquired $ 6,240 51 3. Fair Value Measurements U.S. GAAP establishes a framework for measuring fair value and establishes disclosure requirements about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company considered non-performance risk when determining fair value of our derivative financial instruments. The fair value hierarchy prescribed under U.S. GAAP contains three levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. All financial assets or liabilities that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date. The assets or liabilities measured at fair value on a recurring basis are summarized in the tables below (in thousands): As of August 31, 2024 As of August 26, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Short-term investments $ — $ 13,505 $ — $ 13,505 $ — $ 10,157 $ — $ 10,157 Pension plan assets — 3,108 — 3,108 — 2,978 — 2,978 Non-qualified deferred compensation plan assets — 3,295 — 3,295 — 2,024 — 2,024 Foreign currency forward contracts — 117 — 117 — 216 — 216 Total assets at fair value $ — $ 20,025 $ — $ 20,025 $ — $ 15,375 $ — $ 15,375 Liabilities: Non-qualified deferred compensation plan liability $ — $ 1,605 $ — $ 1,605 $ — $ 480 $ — $ 480 Total liabilities at fair value $ — $ 1,605 $ — $ 1,605 $ — $ 480 $ — $ 480 The Company's short-term investments listed above represent certificates of deposit, which maturities range up to six months at purchase. Such securities are classified as held-to-maturity and are carried at amortized cost, which approximates market value. As such, the Company's short-term investments are included within Level 2 of the fair value hierarchy. The Company’s pension plan assets listed above represent guaranteed deposit accounts that are maintained and operated by a third-party investment manager. At the beginning of each calendar year, the third-party investment manager notifies the Company of the annual rates of interest which will be applied to the amounts held in the guaranteed deposit account during the next calendar year. In determining the interest rate to be applied, the third-party investment manager considers the investment performance of the underlying assets of the prior year; however, regardless of the investment performance the annual interest rate applied per the contract must be a minimum of 3.25 %. As such, the Company’s pension plan assets are included within Level 2 of the fair value hierarchy. Refer to Note 7, “Employee Benefit Plans”, of these Consolidated Financial Statements for further discussion regarding the Company’s pension plan and Supplemental Executive Retirement Plan. 52 The Company's non-qualified deferred compensation plan liability listed above is carried at fair value and is composed primarily of mutual funds, municipal bonds and other fixed income securities. As such, the Company’s non-qualified deferred compensation plan assets and liabilities are included within Level 2 of the fair value hierarchy. Refer to Note 7, “Employee Benefit Plans”, of these Consolidated Financial Statements for further discussion regarding the Company’s non-qualified deferred compensation plan. The Company’s foreign currency forward contracts represent contracts the Company has entered into to exchange Canadian dollars for U.S. dollars at fixed exchange rates in order to manage its exposure related to certain forecasted Canadian dollar denominated sales of one of its subsidiaries. These contracts are included in prepaid expenses and other current assets and other long-term assets as of August 31, 2024 and August 26, 2023 . The fair value of the forward contracts is based on similar exchange-traded derivatives and is, therefore, included within Level 2 of the fair value hierarchy. 4. Income Taxes The provision for income taxes consists of the following (in thousands): Year ended 2024 2023 2022 Current: Federal $ 30,932 $ 7,269 $ 7,655 Foreign 1,231 2,519 1,839 State 6,007 2,695 3,701 Total current $ 38,170 $ 12,483 $ 13,195 Deferred: Federal $ 4,027 $ 19,227 $ 13,883 Foreign 1,269 568 180 State 439 2,885 3,663 Total deferred $ 5,735 $ 22,680 $ 17,726 Total provision for income taxes $ 43,905 $ 35,163 $ 30,921 The following table reconciles the provision for income taxes using the statutory federal income tax rate to the actual provision for income taxes: Year ended 2024 2023 2022 Income taxes at the statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes 3.6 3.8 4.7 Adjustments to tax reserve ( 0.5 ) 0.8 ( 2.1 ) Other ( 0.9 ) ( 0.3 ) ( 0.6 ) Effective income tax rate 23.2 % 25.3 % 23.0 % The decrease in the effective tax rate for fiscal 2024 as compared to the corresponding period in the prior fiscal year was due primarily to favorable adjustments to our tax reserves during the current period and the remeasurement of U.S. net deferred tax liabilities because of legislative changes enacted during the current period impacting the Company’s state tax rate. 53 The components of deferred income taxes included on the Consolidated Balance Sheets are as follows (in thousands): August 31, 2024 August 26, 2023 Deferred tax assets: Payroll and benefit related $ 16,009 $ 15,284 Insurance related 14,067 14,347 Environmental 7,807 7,542 Accrued expenses 8,169 7,847 Operating lease liabilities 17,083 16,162 Research and development 6,243 3,628 Other 12,884 11,916 Total deferred tax assets $ 82,262 $ 76,726 Deferred tax liabilities: Payroll and benefit related $ 24,655 $ 22,230 Tax in excess of book depreciation 59,113 53,597 Purchased intangible assets 48,908 43,994 Rental merchandise in service 59,692 62,562 Operating lease right-of-use assets 16,575 15,600 Other 320 488 Total deferred tax liabilities 209,263 198,471 Net deferred tax liability $ 127,001 $ 121,745 The Company regularly reviews deferred tax assets for recoverability based upon projected future taxable income and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets will be realized. Foreign tax effect As of August 31, 2024, unremitted foreign earnings have been retained by the Company’s foreign subsidiaries for indefinite reinvestment. If the Company were to repatriate those earnings, in the form of dividends or otherwise, the Company could be subject to immaterial withholding taxes payable to the various foreign countries. In October 2021, the Organization for Economic Co-operation and Development (“OECD”) introduced an inclusive framework to address tax challenges arising from the digitalization of the economy through a two-pillar solution. One of the components of the solution is the implementation of a global minimum corporate tax rate of 15 % for large multinational corporations (“Pillar Two”). The OECD continues to release additional guidance on the two-pillar solution with implementation to begin in 2024 while reporting of the tax applicable will not occur until 2026. Based on currently enacted guidelines, the Company does not expect Pillar Two to have a material impact upon its tax expense, cash taxes, and effective tax rate. Uncertain tax positions As of August 31, 2024 and August 26, 2023 , there was $ 4.6 million and $ 7.8 million, respectively, of unrecognized tax benefits, of which $ 4.5 million and $ 7.1 million, respectively, would favorably impact the Company’s effective tax rate, if recognized. The Company recognized interest and penalties related to uncertain tax positions as a component of income tax expense which is consistent with the recognition of these items in prior reporting periods. As of August 31, 2024 and August 26, 2023, the Company had accrued a nominal amount in interest and penalties, in its long-term accrued liabilities. For fiscal 2024, 2023 and 2022, the Company recognized a nominal expense in its Consolidated Statements of Income related to interest and penalties. 54 A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows (in thousands): Balance at August 27, 2022 $ 6,417 Additions based on tax positions related to the current year 1,042 Additions for tax positions of prior years 840 Reduction for tax positions of prior years ( 219 ) Statute expirations ( 329 ) Balance at August 26, 2023 7,751 Additions based on tax positions related to the current year 1,069 Additions for tax positions of prior years 142 Reduction for tax positions of prior years ( 4,257 ) Statute expirations ( 67 ) Balance at August 31, 2024 $ 4,638 The Company has a significant portion of its operations in the U.S. and Canada. It is required to file federal income tax returns as well as state income tax returns in a majority of the U.S. states and also in a number of Canadian provinces. At times, the Company is subject to audits in these jurisdictions, which typically are complex and can require several years to resolve. The final resolution of any such tax audits could result in either a reduction in the Company’s accruals or an increase in its income tax provision, both of which could have a material impact on the consolidated results of operations in any given period. All U.S. and Canadian federal income tax statutes have lapsed for filings up to and including fiscal years 2019 and 2016, respectively. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods prior to fiscal 2020. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change significantly in the next 12 months. 5. Long-Term Debt On March 26, 2021, the Company entered into an amended and restated $ 175.0 million unsecured revolving credit agreement (as subsequently amended, the “Credit Agreement”) with a syndicate of banks, which matures on March 26, 2026 . Under the Credit Agreement, the Company was able to borrow funds at variable interest rates based on, at the Company’s election, the Eurodollar rate or a base rate, plus in each case a spread based on the Company’s consolidated funded debt ratio. Prior to its amendment as described below, the Credit Agreement had an accordion feature that allowed for increases of the aggregate commitments under the Credit Agreement of up to an additional $ 100.0 million, for a total aggregate commitment of up to $ 275.0 million. On March 9, 2023, the Company exercised the accordion feature of the Credit Agreement pursuant to an amendment to the Credit Agreement. The exercise of the accordion feature increased the aggregate commitments under the Credit Agreement by $ 100.0 million, for a total aggregate commitment of up to $ 275.0 million. In addition, the amendment provided for the replacement of LIBOR with Secured Overnight Financing Rate (“SOFR”) such that borrowings are based on, at the Company’s election, the SOFR rate or a base rate, plus in each case a spread based on the Company’s consolidated funded debt ratio. The amendment also refreshed the accordion feature, so that, 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 $ 375.0 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 August 31, 2024, 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. During the third fiscal quarter of 2023, the Company borrowed $ 80.0 million under its Credit Agreement to finance the acquisition of Clean and fund its day-to-day operations. All amounts were repaid during the third quarter of fiscal 2023. As of both August 31, 2024 and August 26, 2023 , the Company had no outstanding borrowings. As of August 31, 2024, the Company had outstanding letters of credit amounting to $ 65.1 million , leaving $ 209.9 million available for borrowing under the Credit Agreement. 55 As of August 31, 2024 , the Company was in compliance with all covenants under the Credit Agreement. 6. Derivative Instruments and Hedging Activities The Company uses derivative financial instruments to mitigate its exposure to fluctuations in foreign currencies on certain forecasted transactions denominated in foreign currencies. U.S. GAAP requires that all of the Company’s derivative instruments be recorded on the balance sheet at fair value. All subsequent changes in a derivative’s fair value are recognized in income, unless specific hedge accounting criteria are met. Derivative instruments that qualify for hedge accounting are classified as a hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction. Changes in the fair value of a derivative that is highly effective and designated as a cash flow hedge are recognized in accumulated other comprehensive (loss) income until the hedged item or forecasted transaction is recognized in earnings. The Company performs an assessment at the inception of the hedge and on a quarterly basis thereafter, to determine whether its derivatives are highly effective in offsetting changes in the value of the hedged items. Any changes in the fair value resulting from hedge ineffectiveness are immediately recognized as income or expense. In August 2021, the Company entered into twenty forward contracts to exchange CAD for U.S. dollars at fixed exchange rates in order to manage its exposure related to certain forecasted CAD denominated sales of one of its subsidiaries. The hedged transactions are specified as the first amount of CAD denominated revenues invoiced by one of the Company’s domestic subsidiaries each fiscal quarter, beginning in the first fiscal quarter of 2022 and continuing through the fourth fiscal quarter of 2026. In total, the Company will sell approximately 14.1 million CAD at an average Canadian-dollar exchange rate of 0.7861 over these quarterly periods. The Company concluded that the forward contracts met the criteria to qualify as a cash flow hedge under U.S. GAAP. As of August 31, 2024, the Company had forward contracts with a notional value of approximately 3.6 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. For the fiscal 2024, the Company reclassified $ 0.1 million from accumulated other comprehensive loss to revenue, related to the derivative financial instruments. The gain on these forward contracts that results in a decrease to accumulated other comprehensive loss as of August 31, 2024 is expected to be reclassified to revenues prior to their maturity on August 29, 2026. 7. 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 fiscal 2024, 2023 and 2022 were $ 20.3 million , $ 18.7 million and $ 18.2 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 employees’ estimated service periods. The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain eligible employees of the Company. The benefits are based on the employee’s compensation upon retirement. The amount charged to expense related to this plan amounted to approximately $ 1.7 million , $ 1.7 million and $ 1.5 million for fiscal 2024, 2023 and 2022, respectively. The Company maintains a non-contributory defined benefit pension plan (“UniFirst Plan”) covering employees at one of its locations. The benefits are based on years of service. The UniFirst Plan assets are invested in a Guaranteed Deposit Account (“GDA”) that is maintained and operated by a third-party investment manager. The amount charged to expense related to this plan amounted to approximately $ 0.2 million , $ 0.1 million and $ 0.1 million for fiscal 2024, 2023 and 2022, respectively. Net periodic benefit cost other than service costs have been recorded in the accompanying Consolidated Statements of Income in other expense, net. 56 The components of net periodic benefit cost for fiscal 2024, 2023 and 2022 are as follows (in thousands): UniFirst Plan SERP 2024 2023 2022 2024 2023 2022 Service cost $ 74 $ 73 $ 72 $ 405 $ 486 $ 919 Interest cost 159 147 104 1,255 1,191 928 Expected return on assets ( 90 ) ( 101 ) ( 118 ) — — — Amortization of prior service cost 21 21 21 — — — Amortization of actuarial (gain)/loss — — — ( 116 ) — — Amortization of net loss — — 20 — — 516 Other events — ( 12 ) ( 10 ) — — ( 855 ) Net periodic benefit cost $ 164 $ 128 $ 89 $ 1,544 $ 1,677 $ 1,508 The Company’s obligations and funded status as of August 31, 2024 and August 26, 2023 are as follows (in thousands): UniFirst Plan SERP 2024 2023 2024 2023 Change in benefit obligation: Projected benefit obligation, beginning of year $ 3,549 $ 3,837 $ 25,119 $ 27,562 Service cost 74 73 405 486 Interest cost 159 147 1,255 1,191 Actuarial gain ( 28 ) ( 220 ) 465 ( 2,811 ) Benefits paid ( 145 ) ( 17 ) ( 1,364 ) ( 1,309 ) Settlements/Curtailments — ( 271 ) — — Projected benefit obligation, end of year $ 3,609 $ 3,549 $ 25,880 $ 25,119 Change in plan assets: Fair value of plan assets, beginning of year $ 2,986 $ 3,300 $ — $ — Actual return on plan assets 20 ( 26 ) — — Employer Contributions 247 — — — Benefits paid ( 145 ) ( 17 ) — — Settlements/Curtailments — ( 271 ) — — Fair value of plan assets, end of year $ 3,108 $ 2,986 $ — $ — Funded status (net amount recognized) $ ( 501 ) $ ( 563 ) $ ( 25,880 ) $ ( 25,119 ) As of August 31, 2024 and August 26, 2023, the accumulated benefit obligations related to the UniFirst Plan were $ 3.6 million and $ 3.5 million , respectively. As of August 31, 2024 and August 26, 2023, the accumulated benefit obligations related to the SERP were $ 23.4 million and $ 22.5 million , respectively. The amounts recorded on the Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023 are as follows (in thousands): Pension Plans SERP 2024 2023 2024 2023 Deferred tax (liabilities) assets $ ( 10 ) $ ( 16 ) $ ( 750 ) $ ( 904 ) Accrued liabilities 501 563 25,880 25,119 Accumulated other comprehensive income (loss) 30 46 2,200 2,628 As of August 31, 2024 and August 26, 2023, the amounts recognized in accumulated other comprehensive loss are as follows (in thousands): UniFirst Plan SERP 2024 2023 2024 2023 Net actuarial (loss) gain $ 113 $ 156 $ 2,950 $ 3,531 Unrecognized prior service cost ( 73 ) ( 94 ) — — Accumulated other comprehensive (loss) income $ 40 $ 62 $ 2,950 $ 3,531 57 The weighted average assumptions used in calculating the Company’s projected benefit obligation as of August 31, 2024 and August 26, 2023 are as follows: UniFirst Plan SERP 2024 2023 2024 2023 Discount rate 4.8 % 5.1 % 4.9 % 5.2 % Rate of compensation increase N/A N/A 5.0 % 5.0 % The weighted average assumptions used in calculating the Company’s net periodic service cost for fiscal 2024, 2023 and 2022 are as follows: UniFirst Plan SERP 2024 2023 2022 2024 2023 2022 Discount rate 5.1 % 4.3 % 2.3 % 5.2 % 4.4 % 2.6 % Expected return on plan assets 3.5 % 3.5 % 3.5 % N/A N/A N/A Rate of compensation increase N/A N/A N/A 5.0 % 5.0 % 5.0 % The benefit payments, which reflect expected future service, are expected to be paid for the five fiscal years subsequent to August 31, 2024 and five years thereafter are as follows (in thousands): UniFirst Plan SERP 2025 $ 938 $ 1,612 2026 313 1,739 2027 135 1,737 2028 237 1,663 2029 304 1,784 2030-2034 1,682 17,345 Non-qualified Deferred Compensation Plan The Company adopted 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 fiscal 2024, fiscal 2023 and fiscal 2022, were $ 0.8 million , $ 0.3 million and nominal, 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 $ 3.3 million and $ 2.0 million as of August 31, 2024 and August 26, 2023, respectively, and are included within other long-term assets in the accompanying Consolidated Balance Sheets. Total NQDC Plan liabilities were $ 1.6 million and $ 0.5 million as of August 31, 2024 and August 26, 2023, respectively, and are included within current accrued liabilities in the accompanying Consolidated Balance Sheets. Earnings and losses on contributions, based on these investment elections, are recorded as a component of compensation expense in the period earned and are included within other (income) expense, net. 58 8. Goodwill and Other Intangible Assets When the Company acquires a business, the amount assigned to the tangible assets and liabilities and intangible assets acquired is based on their respective fair values determined as of the acquisition date. The excess of the purchase price over the tangible assets and liabilities and intangible assets is recorded as goodwill. The Company does not amortize goodwill, but it is reviewed annually or more frequently if certain indicators arise, for impairment. There were no impairment losses related to goodwill or intangible assets during fiscal 2024, 2023 and 2022. The changes in the carrying amount of goodwill are as follows (in thousands): Balance as of August 27, 2022 $ 457,259 Purchase price adjustments recorded during the period 190,777 Other ( 136 ) Balance as of August 26, 2023 $ 647,900 Purchase price adjustments recorded during the period 900 Other 50 Balance as of August 31, 2024 $ 648,850 As of August 31, 2024, the Company has allocated $ 637.4 million , $ 10.9 million and $ 0.6 million of goodwill to its U.S. and Canadian Rental and Cleaning, Specialty Garments and First Aid segments, respectively. Intangible assets, net in the Company’s Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023 are as follows (in thousands): Gross Carrying Amount Accumulated Amortization Net Carrying Amount August 31, 2024 Customer contracts $ 314,446 $ 228,456 $ 85,990 Software 81,482 51,023 30,459 Other intangible assets 39,826 36,276 3,550 $ 435,754 $ 315,755 $ 119,999 August 26, 2023 Customer contracts $ 315,448 $ 211,996 $ 103,452 Software 80,538 45,117 35,421 Other intangible assets 43,598 36,853 6,745 $ 439,584 $ 293,966 $ 145,618 Estimated amortization expense for the five fiscal years subsequent to August 31, 2024 and thereafter, based on intangible assets, net as of August 31, 2024 are as follows (in thousands): 2025 $ 21,991 2026 19,296 2027 15,388 2028 13,668 2029 12,003 Thereafter 37,653 Total estimated amortization expense $ 119,999 59 9. Accrued Liabilities Accrued liabilities in the Consolidated Balance Sheets as of August 31, 2024 and August 26, 2023 consists of the following (in thousands): August 31, 2024 August 26, 2023 Current liabilities: Payroll and benefit related $ 48,268 $ 41,015 Bonuses 24,045 19,893 Insurance related 32,003 34,343 Environmental related 14,197 13,835 Other 51,727 47,322 Total current liabilities $ 170,240 $ 156,408 Long-term liabilities: Benefit related 24,770 $ 24,174 Environmental related 17,057 16,194 Asset retirement obligations 17,929 16,471 Insurance related 63,645 64,843 Total long-term liabilities $ 123,401 $ 121,682 Total accrued liabilities $ 293,641 $ 278,090 10. Asset Retirement Obligations Asset retirement obligations generally result from legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset. Accordingly, the Company recognizes asset retirement obligations in the period in which they are incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The Company continues to depreciate, on a straight-line basis, the amount added to property, plant and equipment and recognizes accretion expense in connection with the discounted liability over the various remaining lives which range from approximately one to twenty-one years . The Company recognized as a liability the present value of the estimated future costs to decommission its nuclear laundry facilities. The estimated liability is based on historical experience in decommissioning nuclear laundry facilities, estimated useful lives of the underlying assets, external vendor estimates as to the cost to decommission these assets in the future, and federal and state regulatory requirements. The estimated current costs have been adjusted for the estimated impact of inflation at 3 % per year , and the liability has been discounted to present value using a credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in the Company’s estimated useful lives of the underlying assets, estimated dates of decommissioning, changes in decommissioning costs, changes in federal or state regulatory guidance on the decommissioning of such facilities, or other changes in estimates. Changes due to revised estimates are recognized by adjusting the carrying amount of the liability and the related long-lived asset if the assets are still in service, or charged to expense in the period if the assets are no longer in service. A reconciliation of the Company’s asset retirement are as follows for fiscal 2024 and 2023 (in thousands): Year ended August 31, 2024 August 26, 2023 Beginning balance $ 16,471 $ 15,274 Accretion expense 976 923 Effect of exchange rate changes 102 — Costs incurred ( 282 ) — Change in estimate 662 274 Ending balance $ 17,929 $ 16,471 The Company’s asset retirement obligations are included in long-term accrued liabilities in the accompanying Consolidated Balance Sheet. 60 11. Commitments and Contingencies Lease Commitments The Company has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the Consolidated Balance Sheets with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of twelve months or less, are not recorded on the Consolidated Balance Sheets. Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily by using the incremental borrowing rate based on the information available as of the lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of revenues on the Company's Consolidated Statements of Income. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table presents the operating lease cost and information related to the operating lease right-of-use assets, net and operating lease liabilities for fiscal 2024, 2023 and 2022: (In thousands, except lease term and discount rate) 2024 2023 2022 Lease cost: Operating lease costs including short-term lease expense and variable lease costs, which were immaterial in the period $ 25,866 $ 22,303 $ 20,284 Operating cash flow impacts: Cash paid for amounts included in the measurement of operating lease liabilities $ 20,083 $ 16,710 $ 15,123 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities $ 19,511 $ 23,076 $ 21,391 Operating lease right-of-use assets acquired in business combination $ — $ 4,167 $ — Weighted average remaining lease term - operating leases 4.7 4.48 4.66 Weighted average discount rate - operating leases 4.74 % 3.55 % 2.24 % Total rent expense on all leases was $ 21.8 million , $ 18.4 million and $ 16.7 million for fiscal 2024, 2023 and 2022, respectively. The contractual future minimum lease payments of the Company's operating lease liabilities by fiscal year as of August 31, 2024 are as follows (in thousands): 2025 $ 20,557 2026 17,307 2027 13,444 2028 9,787 2029 6,373 Thereafter 8,365 Total payments 75,833 Less interest 7,024 Total present value of lease payments $ 68,809 Environmental and Legal 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 61 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. Under environmental laws, an owner or lessee of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on, or in, or emanating from, such property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether the owner or lessee knew of, or was responsible for the presence of such hazardous or toxic substances. There can be no assurances that acquired or leased locations have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon the Company under such laws or expose the Company to third-party actions such as tort suits. The Company continues to address environmental conditions under terms of consent orders negotiated with the applicable environmental authorities or otherwise with respect to certain sites. The Company has accrued certain costs related to certain sites, including but not limited to, sites in Woburn and Somerville, Massachusetts, as it has been determined that the costs are probable and can be reasonably estimated. The Company, together with multiple other companies, is party to a consent decree related to the Company’s property and parcels of land (the “Central Area”) at a site in Woburn, Massachusetts. The United States Environmental Protection Agency (the “EPA”) has provided the Company and other signatories to the consent decree with comments on the design and implementation of groundwater and soil remedies at the Woburn site and investigation of environmental conditions in the Central Area. The consent decree does not address any remediation work that may be required in the Central Area. The Company, together with other signatories, has implemented and proposed to do additional work at the Woburn site but many of the EPA’s comments remain to be resolved. The Company has accrued costs to perform certain work responsive to the EPA’s comments. Additionally, the Company has implemented mitigation measures and continues to monitor environmental conditions at a site in Somerville, Massachusetts. The Company has agreed to undertake additional actions responsive to a notice of audit findings from the Massachusetts Department of Environmental Protection concerning a regulatory submittal that the Company made in 2009 for a portion of the site. The Company has received demands from the local transit authority for reimbursement of certain costs associated with its construction of a new municipal transit station in the area of the Somerville site. This station was part of an extension of the local transit system. The Company has reserved for costs in connection with this matter; however, in light of the uncertainties associated with this matter, these costs and the related reserve may change. The Company routinely reviews and evaluates sites that may require remediation and monitoring and determines its estimated costs based on various estimates and assumptions. These estimates are developed using its internal sources or by third party environmental engineers or other service providers. Internally developed estimates are based on: • Management’s judgment and experience in remediating and monitoring the Company’s sites; • Information available from regulatory agencies as to costs of remediation and monitoring; • The number, financial resources and relative degree of responsibility of other potentially responsible parties (“PRPs”) who may be liable for remediation and monitoring of a specific site; and • The typical allocation of costs among PRPs. 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 August 31, 2024, the risk-free interest rates utilized by the Company ranged from 4.2 % to 4.3 % . 62 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 fiscal 2024 and 2023 are as follows (in thousands): Year ended August 31, 2024 August 26, 2023 Beginning balance $ 30,029 $ 32,191 Costs incurred for which reserves have been provided ( 3,176 ) ( 1,936 ) Insurance proceeds 238 147 Interest accretion 1,264 1,036 Changes in discount rates 244 ( 2,446 ) Revisions in estimates 2,656 1,037 Ending balance $ 31,255 $ 30,029 Anticipated payments and insurance proceeds of currently identified environmental remediation liabilities as of August 31, 2024, for the next five fiscal years and thereafter, as measured in current dollars, are reflected below (in thousands): Fiscal year ended August 2025 2026 2027 2028 2029 Thereafter Total Estimated costs—current dollars $ 14,425 $ 2,836 $ 1,527 $ 1,280 $ 997 $ 15,047 $ 36,112 Estimated insurance proceeds ( 180 ) ( 195 ) ( 159 ) ( 173 ) ( 9 ) ( 230 ) ( 946 ) Net anticipated costs $ 14,245 $ 2,641 $ 1,368 $ 1,107 $ 988 $ 14,817 $ 35,166 Effect of inflation 9,501 Effect of discounting ( 13,412 ) Balance as of August 31, 2024 $ 31,255 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 for two sites related to former operations in Williamstown, Vermont. 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 August 31, 2024, 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 $ 5.6 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 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 its favor. Following the Federal Tax Court’s determination, the Company filed a constitutional action before the Federal Administrative 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 63 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. Other Contingent Liabilities As security for certain agreements with the NRC and various state agencies related to the nuclear operations (see above) and certain insurance programs, the Company had standby irrevocable bank commercial letters of credit of $ 65.1 million and $ 66.5 million outstanding as of August 31, 2024 and August 26, 2023, respectively. Non-cancellable purchase commitments for inventories, software, and services amounted to $ 91.2 million as of August 31, 2024, of which $ 58.4 million will be paid in less than 1 year, $ 21.1 million will be paid in 1 to 3 years, and the remaining will be paid in 3 to 5 years. 12. Share-based Compensation The Company adopted an equity incentive plan (the “2023 Plan”) in October 2023 and reserved 375,000 shares of Common Stock for issuance under the 2023 Plan. The 2023 Plan, which was approved by the Company's shareholders in January 2024, replaced the Company’s 2010 stock incentive plan (the “2010 Plan”). Upon approval of the 2023 Plan by the Company’s shareholders, no further awards may be granted under the 2010 Plan. The 2023 Plan permits the award of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and unrestricted stock (collectively referred to as “Share-Based Awards”) as well as dividend equivalent rights and cash-based awards. As of August 31, 2024, the number of remaining shares available for future grants under the 2023 Plan was 375,000 . Share-based compensation expense, which includes expense related to Share-Based Awards, has been recorded in the accompanying Consolidated Statements of Income in selling and administrative expenses. All Share-Based Awards issued to management were recommended to the Board of Directors by the Compensation Committee and approved by the Board of Directors. All Share-Based Awards issued to the Company’s non-employee members of the Board of Directors (the “Directors”) were recommended to the Board of Directors by the Compensation Committee and approved by the Board of Directors. In fiscal 2024, a total of 1,475 shares of fully vested unrestricted stock were granted to non-employee Directors of the Company. In fiscal 2023, a total of 1,575 shares of fully vested unrestricted stock were granted to non-employee Directors of the Company. In fiscal 2022, a total of 1,025 shares of fully vested unrestricted stock were granted to certain non-employee Directors of the Company. Accordingly, compensation expense related to the unrestricted stock granted in each of fiscal 2024, 2023 and 2022 were recognized on the date of grant. In fiscal 2024, the Company granted a total of 5,004 stock appreciation rights to the Company’s non-employee Directors. In fiscal 2023, the Company granted a total of 6,864 stock appreciation rights to the Company’s non-employee Directors. In fiscal 2022, the Company granted a total of 9,750 stock appreciation rights to the Company’s non-employee Directors. Such stock appreciation rights were fully vested upon grant, expire on the earlier of the eighth anniversary of the grant date or the second anniversary of the date that the Director ceases to be a member of the Board of Directors and must be settled in stock at the time of exercise. Accordingly, compensation expense related to the stock appreciation rights was recognized on the date of grant. As of August 31, 2024, the total compensation cost not yet recognized related to non-vested Share-Based Awards was approximately $ 16.0 million . The weighted average period over which compensation cost for Share-Based Awards will be recognized is 3.02 years. All stock appreciation rights issued to employees were granted with an exercise price equal to the fair value of the Company’s Common Stock on the date of grant. Stock appreciation rights generally vest 20 % on each anniversary of the grant date over a five-year period and expire ten years after the grant date. Share-Based Awards granted to the Company’s non-employee Directors were fully vested as of the date of grant. Non-employee Director Share-Based Award grants in the form of stock appreciation rights expire on the earlier of the eighth anniversary of the grant date or the second anniversary of the date that the Director ceases to be a member of the Board of Directors. 64 Time-based restricted stock units granted to employees generally vest 20 % on each anniversary of the grant date over a five-year period. Generally, performance-based restricted stock units granted to employees are earned based on whether and the extent to which the Company achieves certai n revenue and operating margin targets. The fair value of each stock appreciation right is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used: Year ended 2024 2023 2022 Risk-free interest rate 4.85 % 3.97 % 1.27 % Expected dividend yield 0.80 % 0.62 % 0.60 % Expected life (in years) 5.54 5.43 5.17 Expected volatility 29.4 % 29.3 % 28.4 % The weighted average fair value of Share-Based Awards granted in the form of stock appreciation rights during fiscal years 2024, 2023 and 2022 were $ 55.97 , $ 60.38 and $ 51.25 , respectively. The following table summarizes the Share-Based Awards activity in the form of stock options and stock appreciation rights for fiscal 2024: Number of Shares Weighted Average Exercise Price Outstanding at August 26, 2023 347,617 $ 158.47 Granted 30,499 164.58 Expired ( 655 ) 191.37 Exercised ( 66,104 ) 132.74 Forfeited ( 1,306 ) 177.96 Outstanding at August 31, 2024 310,051 $ 164.40 Exercisable at August 31, 2024 237,992 $ 159.53 The following table summarizes the Share-Based Awards activity in the form of restricted stock units for fiscal 2024: Number of Shares Weighted Average Grant Price Unvested balance at August 26, 2023 108,755 $ 184.60 Granted 58,653 164.60 Vested ( 38,615 ) 183.98 Forfeited ( 5,886 ) 176.29 Unvested balance at August 31, 2024 122,907 $ 175.65 13. Shareholders’ Equity The Company has two classes of common stock: Common Stock and Class B Common Stock. Each share of Common Stock is entitled to one vote, is freely transferable, and is entitled to a cash dividend equal to 125 % of any cash dividend paid on ea ch share of Class B Common Stock. Each share of Class B Common Stock is entitled to ten 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 fiscal 2022, 17,000 shares of Class B Common Stock were converted to Common Stock. No such conversions occurred during each of fiscal 2024 and 2023. On October 24, 2023, the Company’s Board of Directors authorized a new share repurchase program to repurchase from time to time 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. 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 65 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. On October 29, 2024, the Company’s Board of Directors declared increased quarterly cash dividends of $ 0.350 per share of Common Stock and $ 0.280 per share of Class B Common Stock, up from $ 0.33 and $ 0.264 per share, respectively . Both dividends are payable on January 3, 2025 to shareholders of record as of December 6, 2024 . The amount and timing of any future dividend payment is subject to the approval of the Board of Directors each quarter. During fiscal 2024, the Company repurchased 139,556 shares for an average price per share of $ 170.40 . During fiscal 2023, the Company did not repurchase any shares. During fiscal 2022, the Company repurchased 213,419 shares for an average price per share of $ 179.98 . As of August 31, 2024, there was $ 76.2 million remaining to repurchase outstanding shares of Common Stock under the existing program. 14. Accumulated Other Comprehensive Loss The changes in each component of accumulated other comprehensive loss for fiscal 2024 and 2023 are as follows (in thousands): Foreign Currency Translation Pension- related (1) Derivative Financial Instruments (1) Total Accumulated Other Comprehensive Loss Balance as of August 27, 2022 $ ( 24,803 ) $ 452 $ 61 $ ( 24,290 ) Change during the year ( 1,701 ) 2,130 100 529 Balance as of August 26, 2023 ( 26,504 ) 2,582 161 ( 23,761 ) Change during the year 538 ( 348 ) ( 73 ) 117 Balance as of August 31, 2024 $ ( 25,966 ) $ 2,234 $ 88 $ ( 23,644 ) (1) Amounts are shown net of tax. Amounts reclassified from accumulated other comprehensive loss, net of tax, for fiscal 2024 and 2023 are as follows (in thousands): Year ended 2024 2023 Pension benefit liabilities, net: Actuarial loss (gain) (a) $ ( 16 ) $ ( 16 ) Total, net of tax ( 16 ) ( 16 ) Derivative financial instruments, net: Forward contracts loss (gain) (b) 88 93 Total, net of tax 88 93 Total amounts reclassified, net of tax $ 72 $ 77 (a) Amounts included in selling and administrative expenses in the accompanying Consolidated Statements of Income. (b) Amounts included in revenues in the accompanying Consolidated Statements of Income. 15. 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 alloc ate resources and assess performance. The Company’s chief operating decision-maker is the Company’s Chief Executive Officer. The Company has six operating segments based on the information reviewed by its Chief Executive Officer: U.S. Rental and Cleaning, Canadian Rental and Cleaning, MFG, Specialty Garments, First Aid and Corporate. The U.S. Rental and Cleaning and Canadian Rental and Cleaning operating segments have been combined to form the U.S. and Canadian Rental and Cleaning reporting segment, and as a result, the Company has five reporting segments. 66 The U.S. and Canadian Rental and Cleaning reporting segment purchases, rents, cleans, delivers and sells, uniforms and protective clothing and non-garment items in the U.S. and Canada. The laundry locations of the U.S. and Canadian Rental and Cleaning reporting segment are referred to by the Company as “industrial laundries” or “industrial laundry locations.” The MFG operating segment designs and manufactures uniforms and non-garment items primarily for the purpose of providing these goods to the U.S. and Canadian Rental and Cleaning reporting segment. MFG revenues are primarily generated when goods are shipped from the Company’s manufacturing facilities, or its subcontract manufacturers, to other Company locations. These intercompany revenues are recorded at a transfer price which is typically in excess of the actual manufacturing cost. Manufactured products are carried in inventory until placed in service at which time they are amortized at this transfer price. On a consolidated basis, intercompany revenues and income are eliminated and the carrying value of inventories and rental merchandise in service is reduced to the manufacturing cost. Income before income taxes from MFG net of the intercompany MFG elimination offsets the merchandise amortization costs incurred by the U.S. and Canadian Rental and Cleaning reporting segment as the merchandise costs of this reporting segment are amortized and recognized based on inventories purchased from MFG at the transfer price which is above the Company’s manufacturing cost. The Corporate operating segment consists of costs associated with the Company’s distribution center, sales and marketing, information systems, engineering, procurement, supply chain, accounting and finance, human resources, other general and administrative costs and interest expense. The revenues generated from the Corporate operating segment represent certain direct sales made by the Company directly from its distribution center. The products sold by this operating segment are the same products rented and sold by the U.S. and Canadian Rental and Cleaning reporting segment. In the table below, no assets or capital expenditures are presented for the Corporate operating segment because no assets are allocated to this operating segment in the information reviewed by the chief executive officer. However, depreciation and amortization expense related to certain assets are reflected in income from operations and income before income taxes for the Corporate operating segment. The assets that give rise to this depreciation and amortization are included in the total assets of the U.S. and Canadian Rental and Cleaning reporting segment as this is how they are tracked and reviewed by the Company. The majority of expenses accounted for within the Corporate segment relate to costs of the U.S. and Canadian Rental and Cleaning segment, with the remainder of the costs relating to the Specialty Garment and First Aid segments. The Specialty Garments operating segment purchases, rents, cleans, delivers and sells, specialty garments and non-garment items primarily for nuclear and cleanroom applications and provides cleanroom cleaning services at certain customer locations. The First Aid operating 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. 67 The Company refers to the U.S. and Canadian Rental and Cleaning, MFG, and Corporate reporting segments combined as its “Core Laundry Operations,” which is included as a subtotal in the following tables (in thousands): Year ended 2024 2023 2022 Revenues: U.S. and Canadian Rental and Cleaning $ 2,083,059 $ 1,907,765 $ 1,733,088 MFG 315,159 297,752 281,112 Net intercompany MFG elimination ( 315,159 ) ( 297,752 ) ( 281,112 ) Corporate 55,889 53,424 37,414 Subtotal: Core Laundry Operations 2,138,948 1,961,189 1,770,502 Specialty Garments 182,212 177,034 152,885 First Aid 106,271 94,824 77,435 Total consolidated revenues $ 2,427,431 $ 2,233,047 $ 2,000,822 Operating income (loss): U.S. and Canadian Rental and Cleaning $ 331,031 $ 293,171 $ 289,018 MFG 95,072 88,292 64,884 Net intercompany MFG elimination ( 9,707 ) ( 16,717 ) 236 Corporate ( 272,962 ) ( 266,080 ) ( 243,428 ) Subtotal: Core Laundry Operations 143,434 98,666 110,710 Specialty Garments 41,976 37,488 23,658 First Aid ( 1,832 ) ( 2,551 ) ( 17 ) Total consolidated operating income $ 183,578 $ 133,603 $ 134,351 Other (income) expense: Interest income, net $ ( 7,242 ) $ ( 6,738 ) $ ( 2,851 ) Other expense, net 1,441 1,504 2,877 Total consolidated other (income) expense, net $ ( 5,801 ) $ ( 5,234 ) $ 26 Total consolidated income before income taxes $ 189,379 $ 138,837 $ 134,325 68 Depreciation and amortization: U.S. and Canadian Rental and Cleaning $ 105,525 $ 86,887 $ 75,876 MFG 1,996 2,135 2,251 Net intercompany MFG elimination — — — Corporate 26,070 25,255 24,075 Subtotal: Core Laundry Operations 133,591 114,277 102,202 Specialty Garments 4,398 4,020 4,097 First Aid 3,443 2,936 2,478 Total consolidated depreciation and amortization $ 141,432 $ 121,233 $ 108,777 Capital Expenditures: U.S. and Canadian Rental and Cleaning $ 144,807 $ 159,058 $ 135,725 MFG 547 78 255 Net intercompany MFG elimination — — — Corporate — — — Subtotal: Core Laundry Operations 145,354 159,136 135,980 Specialty Garments 11,894 8,818 7,122 First Aid 3,169 4,037 1,217 Total consolidated capital expenditures $ 160,417 $ 171,991 $ 144,319 Total Assets: U.S. and Canadian Rental and Cleaning $ 2,468,973 $ 2,347,895 $ 2,206,608 MFG 32,075 34,655 35,748 Net intercompany MFG elimination — — — Corporate — — — Subtotal: Core Laundry Operations 2,501,048 2,382,550 2,242,356 Specialty Garments 148,001 127,057 135,406 First Aid 47,364 60,368 50,210 Total consolidated assets $ 2,696,413 $ 2,569,975 $ 2,427,972 The Company’s long-lived assets as of August 31, 2024 and August 26, 2023 and revenues and income before income taxes for fiscal 2024, 2023 and 2022 were attributed to the following countries (in thousands): Long-lived assets as of: August 31, 2024 August 26, 2023 U.S. $ 1,696,273 $ 1,660,753 Europe, Canada, Mexico and Nicaragua (1) 84,463 69,104 Total $ 1,780,736 $ 1,729,857 Revenues for fiscal years: 2024 2023 2022 U.S. $ 2,237,295 $ 2,054,601 $ 1,831,089 Europe and Canada (1) 190,136 178,446 169,733 Total $ 2,427,431 $ 2,233,047 $ 2,000,822 Income before income taxes for fiscal years: 2024 2023 2022 U.S. $ 178,895 $ 129,997 $ 128,567 Europe, Canada, Mexico and Nicaragua (1) 10,484 8,840 5,758 Total $ 189,379 $ 138,837 $ 134,325 (1) No country other than the U.S. accounts for greater than 10% of total long-lived assets, revenues or income before income taxes. 69 16. Related Party During fiscal 2024 and 2023 , the Company recognized $ 1.5 million and $ 1.6 million, respectively, of revenue with a company for which one member of the Company's Board of Directors was an executive officer for such periods. During fiscal 2024 and 2023 , the Company recorded $ 2.1 million and $ 3.2 million, respectively, of expense with a company for which one member of the Company’s Board of Directors was an executive officer for a portion of such periods. 70 Report of Independent Regist ered Public Accounting Firm To the Shareholders and the Board of Directors of UniFirst Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of UniFirst Corporation and subsidiaries (the “Company”) as of August 31, 2024 and August 26, 2023, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended August 31, 2024, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2024 and August 26, 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 14, 2024 expressed an adverse opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Self-Insurance Accruals Description of the Matter As disclosed in Note 9, as of August 31, 2024, the Company had recognized current and long-term insurance related liabilities of $32.0 million and $63.6 million, respectively. As discussed in Note 1 to the Company’s consolidated financial statements, the Company is self-insured for certain obligations related to health, workers’ compensation, vehicles and general liability programs and judgments and estimates are used by the Company in determining the potential value associated with reported claims and for events that have occurred but have not been reported. Auditing management’s estimate of the portion of the insurance related liabilities related to workers’ compensation, vehicles and general liability is highly judgmental due to the significant uncertainty in the potential values of reported claims and incurred but not reported claims and the application of significant management judgment in making those estimates. The reserve estimate is sensitive to assumptions used to estimate the liability for reported claims and to estimate the value of claims that have been incurred but have not been reported. 71 How We Addressed the Matter in Our Audit To audit the self-insurance accrual, our procedures included, among others, testing of the significant inputs used in management’s analysis, performing transactional testing over the completeness and accuracy of claims data and vouching payments made to third parties. We also reviewed the Company’s contractual self-insured retentions, deductibles, and other coverage limits. Furthermore, we involved our actuarial specialists to assist in evaluating the significant assumptions and methodologies used by management to determine the estimate of the reserve. We then compared the Company’s estimate of the reserve amount to a range which our actuarial specialist developed based on independently selected assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Boston, Massachusetts November 14, 2024 72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.