What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-10-27 compared with 2020-10-28 · 24 added, 46 removed, 33 unchanged (68% of the section changed)

2 unchanged sentences

Our Common Stock trades on the New York Stock Exchange under the symbol “UNF”, while our Class B Common Stock is not publicly traded.

On July 8, 2021, our Board of Directors declared a quarterly cash dividend of $0.25 per share of Common Stock and $0.20 per share of Class B Common Stock.

Both dividends were paid on September 28, 2021 to shareholders of record as of September 7, 2021.

On October 20, 2021, we announced that we would be raising our quarterly dividend to $0.30 per share for Common Stock and to $0.24 per share for Class B Common Stock.

The amount and timing of any future dividend payment is subject to the approval of the Board of Directors each quarter.

The approximate number of shareholders of record of our Common Stock and Class B Common Stock as of October 22, 2021 was 57 and 42, respectively.

24 unchanged sentences

Restricted stock units are not included in the weighted-average exercise price calculation because there is no exercise price associated with restricted stock units.

Shares of Stock

Price Paid per

Part of Publicly

Announced Plans

or Programs(1)

Dollar Value) of

Shares that May

Yet be Purchased

Under the Plans

or Programs(1)

May 30, 2021 - June 26, 2021

June 27, 2021 - July 24, 2021

July 25, 2021 - August 28, 2021

On January 2, 2019, our Board of Directors approved a share repurchase program authorizing the Company to repurchase from time to time up to $100.0 million of our outstanding shares of Common Stock.

On October 18, 2021, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase from time to time up to $100.0 million of our outstanding shares of Common Stock, inclusive of the amount which remained available under the existing share repurchase program approved in January 2019.

Repurchases made under the program, if any, will continue to 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 trading price of our Common Stock, corporate liquidity requirements and priorities, applicable legal

requirements and other factors.

The share repurchase program has been funded to date using our available cash and may be suspended or discontinued at any time.

Stock Performance Graph

2 unchanged sentences

The graph assumes an investment of $100 in each of UniFirst Corporation’s Common Stock, the Russell 2000 Index, and the performance through August 31, 2021, assuming the reinvestment of dividends.

SELECTED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements included in Item 8.

The selected consolidated balance sheet data set forth below as of August 29, 2020 and August 31, 2019 and the selected consolidated income statement data for each of the three years in the period ended August 29, 2020 are derived from our audited Consolidated Financial Statements included in this Annual Report on Form 10-K.

All other selected consolidated financial data set forth below are derived from our audited financial statements not included in this Annual Report on Form 10-K.

Current accounting guidance requires the income per share for each class of common stock to be calculated assuming 100% of our earnings are distributed as dividends to each class of common stock based on their respective dividend rights.

Our Common Stock has a 25% dividend preference to our Class B Common Stock.

The Class B Common Stock, which has ten votes per share as opposed to one vote per share for the Common Stock, is not freely transferable but 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.

Five Year Financial Summary

UniFirst Corporation and Subsidiaries

Fiscal Year Ended August

(In thousands, except per share data)

Selected Balance Sheet Data:

Notes payable and long-term debt

Shareholders’ equity

Selected Income Statement Data:

Depreciation and amortization

Operating income

Other income, net

Provision for income taxes

Income per share:

Basic—Common stock

Basic—Class B Common Stock

Diluted—Common stock

Dividends per share:

Class B Common Stock

During fiscal 2020, we purchased 0.1 million shares pursuant to a share repurchase program authorized by our Board of Directors.

This did not benefit our earnings per share during fiscal 2020.

During fiscal 2019, we purchased 0.2 million shares pursuant to a share repurchase program authorized by our Board of Directors.

This benefitted the Company’s diluted income per share by $0.05 in fiscal 2019.

During fiscal 2017, we recorded a pre-tax non-cash impairment charge of $55.8 million once it was determined that it was not probable that a CRM system that was being developed would be completed and placed into service.

During fiscal 2020, we entered into a settlement agreement with our lead contractor for the version of the CRM system with respect to which we recorded the impairment charge.

As part of the settlement agreement, we recorded a total gain of $21.1 million as a reduction of selling and administrative expenses, which includes our receipt of a one-time cash payment in the amount of $13.0 million as well as the forgiveness of amounts previously due the contractor.

We also received hardware and related maintenance service with a fair value of $0.8 million as part of the settlement.

This gain, net of tax, benefitted our diluted income per share by $0.81 in fiscal 2020.

Our fiscal 2018 results include the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, which resulted in a benefit to our provision for income taxes of $20.1 million ($1.01 per diluted share) from the remeasurement of deferred tax balances and the one-time transition tax.

Our fiscal 2018 results also included a $7.2 million pre-tax one-time cash bonus to our employees to share with them the benefits received from recent U.S.

Such bonus expense, net of tax, reduced our diluted earnings per share by $0.25 in fiscal 2018 .

On March 27, 2018, we repurchased 1.105 million shares of Class B Common Stock and 0.073 million shares of Common Stock for a combined $146.0 million in a private transaction with the Croatti family at a per share price of $124.00, which benefited our diluted income per share by $0.20 in fiscal 2018.

Our fiscal 2017 results included an impairment charge of capitalized costs as part of our ongoing CRM systems project totaling $55.8 million before tax.

This loss, net of tax reduced our diluted earnings per share by $1.68 in fiscal 2017.

Our fiscal 2017 results also include a $5.4 million pre-tax compensation expense as a result of the accelerated vesting of certain shares of restricted stock upon the death of our former Chief Executive Officer, Ronald Croatti, during the third quarter of fiscal 2017.

This expense, net of tax, reduced our diluted earnings per share by $0.16.

In the fourth fiscal quarter of 2016, operating results benefited from a settlement of environmental litigation that resulted in the Company recording a $15.9 million pre-tax gain.

This gain, net of tax, increased our diluted earnings per share by $0.48.

Our fiscal year ends on the last Saturday in August.

For financial reporting purposes, fiscal 2019 consisted of 53 weeks and fiscal 2020, 2018, 2017 and 2016 consisted of 52 weeks each.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity