SEC Comment Letter for UNIFIRST CORP (UNF) (CIK 0000717954) (UNF) — Feb 24, 2011
UNIFIRST CORP (UNF) (CIK 0000717954)
Date: Feb. 24, 2011 · CIK: 0000717954 · Accession: 0000000000-11-012116
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08504
Letter
February 24, 2011 Mr. Ronald D. Croatti President and Chief Executive Officer UniFirst Corporation 68 Jonspin Road Wilmington, Massachusetts 01887 Re: UniFirst Corporation Form 10-K for the Year Ended August 28, 2010 Filed October 27, 2010 File No. 001-08504
Dear Mr. Croatti: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days and indicate that you will comply with our comments in future filings. Confirm in writing that you will do so and also explain to us how you intend to comply. If you do not believe our comments apply to your facts and circumstances or do not believe complia nce in future disclosure is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10-K for the Year Ended August 28, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations Results of Operations
1. Please enhance your MD&A in future filings to identify and discuss known trends, demands, commitments, events or uncertain ties which are reasonably expected to have material effects on your results of operations. For example, from other public communications by the company, we note your increasing merchandi se costs and the expected impact on margins. We also note competitive pricing conditions in the
Mr. Ronald D. Croatti UniFirst Corporation February 24, 2011 Page 2 marketplace and expected vari ability in revenues and ea rnings from your Specialty Garments segment. In preparing this disclosure , please consider the Commission Guidance Regarding Management’s Discussi on and Analysis of Financial Condition and Results of Operations (Release Nos. 33-8350, dated December 29, 2003). Definitive Proxy Statement
Executive Compensation
Our CEO Compensation Program
2. We note that Mr. Croatti’s first performance period with respect to his restricted stock award concluded at the end of fiscal 2010. However, we also note all 350,000 shares of performance-based restricted stock are still identified as unearned in the Outstanding Equity Awards table and that the CD&A does not include any discussion of Mr. Croatti’s performance against the crite ria in the completed period. Please tell us why none of these shares were consid ered earned at the end of fiscal 2010 and explain to us how and when you intend to disc lose that Mr. Croatti has earned any of these shares. Also confirm that you will discuss Mr. Croatti’s performance against his criteria for completed performance pe riods in your CD&A in future filings.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and its management are in possession of all facts relating to a co mpany’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Mr. Ronald D. Croatti UniFirst Corporation February 24, 2011 Page 3 You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Carlos Pacho, Senior Assistant Chief Accountant, at 202-5513835 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Groff, Staff Attorney, at 202-551-3458, John Harrington, St aff Attorney, at 202-551-3576, or me at 202-551-3810 with any other questions. Sincerely, /s/ Carlos Pacho for Larry Spirgel A s s i s t a n t D i r e c t o r
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February 24, 2011
Mr. Ronald D. Croatti President and Chief Executive Officer
UniFirst Corporation
68 Jonspin Road Wilmington, Massachusetts 01887
Re: UniFirst Corporation
Form 10-K for the Year Ended August 28, 2010 Filed October 27, 2010 File No. 001-08504
Dear Mr. Croatti:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days and indicate that you will
comply with our comments in future filings. Confirm in writing that you will do so and also
explain to us how you intend to comply. If you do not believe our comments apply to your
facts and circumstances or do not believe complia nce in future disclosure is appropriate,
please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments. Form 10-K for the Year Ended August 28, 2010
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Results of Operations
1. Please enhance your MD&A in future filings to identify and discuss known trends,
demands, commitments, events or uncertain ties which are reasonably expected to
have material effects on your results of operations. For example, from other public
communications by the company, we note your increasing merchandi se costs and the
expected impact on margins. We also note competitive pricing conditions in the
Mr. Ronald D. Croatti
UniFirst Corporation February 24, 2011 Page 2
marketplace and expected vari ability in revenues and ea rnings from your Specialty
Garments segment. In preparing this disclosure , please consider the Commission
Guidance Regarding Management’s Discussi on and Analysis of Financial Condition
and Results of Operations (Release Nos. 33-8350, dated December 29, 2003).
Definitive Proxy Statement
Executive Compensation
Our CEO Compensation Program
2. We note that Mr. Croatti’s first performance period with respect to his restricted stock
award concluded at the end of fiscal 2010. However, we also note all 350,000 shares
of performance-based restricted stock are still identified as unearned in the
Outstanding Equity Awards table and that the CD&A does not include any discussion
of Mr. Croatti’s performance against the crite ria in the completed period. Please tell
us why none of these shares were consid ered earned at the end of fiscal 2010 and
explain to us how and when you intend to disc lose that Mr. Croatti has earned any of
these shares. Also confirm that you will discuss Mr. Croatti’s performance against
his criteria for completed performance pe riods in your CD&A in future filings.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Mr. Ronald D. Croatti
UniFirst Corporation February 24, 2011 Page 3
You may contact Joseph Ca scarano, Staff Accountant, at 202-551-3376 or Carlos
Pacho, Senior Assistant Chief Accountant, at 202-5513835 if you have questions regarding
comments on the financial statements and related matters. Please contact Jonathan Groff, Staff Attorney, at 202-551-3458, John Harrington, St aff Attorney, at 202-551-3576, or me at
202-551-3810 with any other questions.
Sincerely,
/s/ Carlos Pacho for
Larry Spirgel
A s s i s t a n t D i r e c t o r