unf20140626_11k.htm Table Of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 11-K

 

(Check One)

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

or

 

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number 1-8504

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

UniFirst Retirement Savings Plan

 

 

B.

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

UniFirst Corporation

68 Jonspin Road

Wilmington, MA 01887

 

 
 

Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

  

Years Ended December 31, 2013 and 2012

 

 

TABLE OF CONTENTS

 

Page

   

Report of Independent Registered Public Accounting Firm

1
   

Financial Statements:

 

     Statements of Net Assets Available for Benefits

2

     Statements of Changes in Net Assets Available for Benefits

3

     Notes to Financial Statements

4 - 13

   

Supplemental Schedule:

 

     Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

14
   

Signatures

15

   

Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm

 

 

Note: Other supplemental schedules required by the Employee Retirement Income Security Act that have not been included herein are not applicable to the UniFirst Retirement Savings Plan.

 

 
 

Table Of Contents
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Participants and Administrator

UniFirst Retirement Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of UniFirst Retirement Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

 

 

 

 

/s/ Baker Newman & Noyes 

Manchester, New Hampshire 

Limited Liability Company 

June 30, 2014

 

 
1

Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

December 31, 2013 and 2012

 

 

    2013     2012   
                 

ASSETS

               
                 

Investments, at fair value:

               

Mutual funds

  $ 191,176,353     $ 152,948,717  

Common and collective trust – stable value fund

    48,448,378       43,499,895  

Common and collective trusts – other

    27,366,207       21,344,787  

UniFirst Corporation common stock

    11,766,739       11,178,629  

Interest-bearing cash

    46,497       76,095  
                 

Total investments

    278,804,174       229,048,123  
                 

Receivables:

               

Employer contribution

    9,000,000       4,400,000  

Notes receivable from participants

    11,605,813       10,587,242  

Other

    5,287       15,897  
                 

Total receivables

    20,611,100       15,003,139  
                 

Total assets

    299,415,274       244,051,262  
                 

LIABILITIES

               
                 

Accrued expenses

    3,500       2,640  
                 

Net assets reflecting all investments at fair value

    299,411,774       244,048,622  
                 

Adjustment from fair value to contract value for fully benefit-responsive investment contract

    (388,513 )     (1,226,832 )
                 

Net assets available for benefits

  $ 299,023,261     $ 242,821,790  

 

See accompanying notes.

 

 
2

Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

Years Ended December 31, 2013 and 2012

 

 

   

2013

   

2012

 

Additions to net assets attributed to:

               

Investment income:

               

Net realized and unrealized appreciation in fair value of investments

  $ 37,209,591     $ 17,715,726  

Interest and dividends

    10,738,665       5,315,945  
                 

Total investment income

    47,948,256       23,031,671  
                 

Interest income on notes receivable from participants

    508,475       482,692  
                 

Contributions:

               

Participants

    10,652,955       9,971,833  

Employer match

    6,252,934       5,759,602  

Employer discretionary

    9,000,000       4,400,000  
                 

Total contributions

    25,905,889       20,131,435  
                 

Total additions

    74,362,620       43,645,798  
                 

Deductions from net assets attributed to:

               

Benefit payments

    18,079,354       17,621,448  

Administrative expenses

    81,795       71,230  
                 

Total deductions

    18,161,149       17,692,678  
                 

Increase in net assets available for benefits

    56,201,471       25,953,120  
                 

Net assets available for benefits, beginning of year

    242,821,790       216,868,670  
                 

Net assets available for benefit, end of year

  $ 299,023,261     $ 242,821,790  

 

See accompanying notes.

 

 
3

Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

1.

Description of Plan

 

The following description of the UniFirst Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan established by UniFirst Corporation (the Company) for the benefit of its eligible employees employed by UniFirst Corporation, UniFirst Holdings, Inc., UniTech Services Group, Inc., UniFirst First-Aid Corporation, UniFirst Manufacturing Corporation and RC Air, LLC. Bank of America, N.A. (BOA) serves as the Directed Custodial Trustee of the Plan and two employees appointed by the Board of Directors of the Company serve as Administrative Trustees, with full authority to amend the Plan provided that the amendment does not create a fixed contribution obligation, or create significant new responsibilities or obligations of the Company, and to otherwise act in all respects on behalf of the Company, which is the Plan Administrator, as well as the Plan sponsor under the Employee Retirement Income Security Act of 1974 (ERISA). Bank of America Merrill Lynch (BOAML) acts as the Plan’s recordkeeper. The Plan is subject to the provisions of ERISA.

 

Under the terms of the Plan, the participants select how the funds in their account are invested from the following offerings:

 

Mutual funds:

BlackRock Basic Value Fund

BlackRock Global Allocation Fund

Goldman Sachs Short Duration Government Fund

PIMCO Total Return Portfolio Fund

T. Rowe Price Growth Stock Fund

Prudential Jennison Small Company Fund

Templeton Foreign Fund

American EuroPacific Fund

Perkins Small Cap Value Fund

Common and collective trusts:

Wells Fargo Stable Return Fund C

State Street Global Advisors (SSgA) Russell Small Cap Fund

Northern Trust S&P 500 Fund

Common stock:

UniFirst Corporation

 

Effective February 2012, the pension committee modified the investment offerings of the Plan. The Merrill Lynch Equity Index Trust Fund and the Merrill Lynch Small Cap Index Trust Fund were replaced by the Northern Trust S&P 500 Fund and the SSgA Russell Small Cap Fund, respectively. All remaining participant balances were transferred on March 12, 2012.

 

 
4

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

1.

Description of Plan (Continued)

 

Effective June 28, 2012, participants were no longer eligible to purchase UniFirst Corporation common stock as one of their investment options. In addition, any participant holding UniFirst Corporation common stock in excess of 25% of the participant’s account balance had until June 28, 2013 to sell shares in order to be in compliance with the policy. Any noncompliant participant accounts were rebalanced by the Plan’s recordkeeper by selling shares of UniFirst Corporation common stock and investing the proceeds into the Wells Fargo Stable Return Fund C during July 2013. Effective June 28, 2012, unless otherwise directed by the participant, participant deferrals allocated to UniFirst Corporation common stock are invested in the Wells Fargo Stable Return Fund C.

 

The Plan is considered to be a safe harbor plan for purposes of certain nondiscrimination testing.

 

Contributions

 

Participants may elect to make tax deferred contributions up to the maximum allowable of their eligible compensation subject to the limitations established by the Internal Revenue Service (IRS). Participants may elect to rollover distributions from other qualified retirement plans.

 

The Company made matching contributions to the Plan equal to 100% of each participant’s first 3% of eligible compensation deferred, and then 50% of the next 2% of eligible compensation deferred.

 

The Company may elect to contribute to the Plan, on behalf of each eligible participant, a discretionary profit sharing contribution determined annually by the Board of Directors of the Company. For the years ended December 31, 2013 and 2012, the Company made a discretionary profit sharing contribution of $9,000,000 and $4,400,000, respectively. The allocation method for profit sharing contributions is on a salary ratio basis, with permitted disparity.

 

The Plan permits catch-up contributions for eligible participants who are 50 years or older by the end of the calendar year and who are currently making deferral contributions.

 

Participation

 

The Plan includes all employees of non-bargaining units of the Company and eligible subsidiaries, who have completed 90 consecutive days of employment. Effective January 1, 2014, unless otherwise notified by the Company, employees of an acquired business of the Company may commence participating in the Plan upon the one year anniversary of the acquisition.

 

The Plan requires 1,000 hours of service and last day of the year employment for discretionary contributions, but not for safe harbor matching contributions.

 

Participant Accounts

 

Each participant’s account is credited with (a) the participant’s elective deferral contribution (b) an allocation of the individual employer matching and/or employer discretionary contribution (c) allocation of forfeitures and (d) allocation of earnings or losses of each fund based on the participants’ relative account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

 
5

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

1.

Description of Plan (Continued)

 

Vesting

 

Participants are immediately vested in their elective deferral contributions, rollover contributions and employer matching contributions, plus investment earnings or losses thereon.

 

For employer discretionary contributions, a participant is 100% vested after three years of service. In the event of death, retirement or permanent disability, participants become 100% vested in all account balances.

 

Forfeitures

 

Upon termination, participant accounts which are less than 100% vested are forfeited. Forfeitures are allocated to eligible participants similar to the allocation methodology for employer profit sharing contributions and are restored to participants in the event a terminated employee is rehired within a five year period.

 

At December 31, 2013 and 2012, forfeited non-vested accounts were $313,365 and $323,835, respectively. Forfeitures allocated to participants during the years ended December 31, 2013 and 2012, were $323,835 and $289,985, respectively.

 

Payment of Benefits

 

Benefits are payable to eligible participants upon disability, death, retirement or termination of employment.

 

Benefit payments may be made to participants in a lump sum distribution equal to their vested account balance, a life annuity subject to joint survivor annuity rules, or an installment payout subject to certain plan provisions.

 

Participants who are age 65 or older may make in-service withdrawals from their vested accounts limited to one withdrawal per year.

 

Notes Receivable From Participants

 

Participants may borrow against their accounts up to the lesser of (a) 50% of their vested account balance (b) $50,000 reduced by the greatest outstanding loan balance within the previous 12 months or (c) the amount of loan which the Trustees determine can be reasonably paid from the participants’ wages. The Plan permits a maximum of 2 loans at one time. Loans are due over a minimum of 1 year and maximum of 4-1/2 years. Loans bear interest at the prime rate, plus 1.50%, as reported by the Federal Reserve Bank at the inception of the loan. As of December 31, 2013, the interest rates on outstanding notes receivable was 4.75% with various maturities through May 2018.

 

Administrative Expenses

 

Individual participant accounts are directly charged by BOAML for the processing of participant loans, expediting fees and redemption fees for certain short-term trading infractions. Investment fund management fees are also charged and reduce participant investment return. The Company has currently elected to pay all other Plan expenses.

 

 
6

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

1.

Description of Plan (Continued)

 

Plan Amendment and Termination

 

The Plan may be amended at any time to comply with the Internal Revenue Code (IRC) or ERISA.

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, any unvested accounts would become fully vested and the assets would be distributed to participants in accordance with the terms set forth in the Plan.

 

 

2.

Summary of Significant Policies

 

Basis of Accounting

 

The accompanying financial statements of the Plan are prepared under the accrual method of accounting.

 

Use of Estimates

 

The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

The Plan’s investments in mutual funds are stated at fair value. Shares of mutual funds are valued at quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at year end.

 

The Plan holds an investment in the Wells Fargo Stable Return Fund C (the Stable Return Fund), which invests in a collective trust fund that carries investments at contract value. The Stable Return Fund is reported at fair value with a reported adjustment to contract value as shown in the statements of net assets available for benefits. The value of the Stable Return Fund is based on NAV which is determined by the fair value of the underlying investments. The collective trust fund invests in investment contracts and security-backed contracts. An investment contract is a contract issued by a financial institution to provide a stated rate of return to the buyer of the contract for a specified period of time. A security-backed contract has similar characteristics as a traditional investment contract and is comprised of two parts: the first part is a fixed-income security or portfolio of fixed-income securities; the second part is a contract value guarantee (wrapper) provided by a third party. Wrappers provide contract value payments for certain participant-initiated withdrawals and transfers, a floor crediting rate, and return of fully accrued contract value at maturity.

 

 
7

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

2.

Summary of Significant Policies (Continued)

 

Average yields for the Stable Return Fund:

 

   

2013

   

2012

 
                 

Based on actual earnings

    1.36 %     0.94 %

Based on interest credited to participants

    1.52       1.95  

 

The adjustment from fair value to contract value for the fully benefit-responsive contract of ($388,513) and ($1,226,832) at December 31, 2013 and 2012, respectively, related entirely to the above common collective trust.

 

Investments in common and collective trusts – other are valued based upon the NAV of units owned by the Plan at year end. The NAV is based on the value of the underlying assets owned by the trust, minus liabilities, then divided by the shares outstanding.

 

The Plan’s investments in UniFirst Corporation common stock are stated at fair value. Fair value represents the last reported sales price on the last business day of the Plan year as reported on the New York Stock Exchange.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest is recorded on the accrual basis as earned. Dividend income is recorded on the ex-dividend date.

 

Notes Receivable From Participants

 

Notes receivable are measured at their unpaid principal balance plus accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned on an accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded upon final settlement of the assets.

 

Risks and Uncertainties

 

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market volatility, liquidity and credit risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes would materially affect the amounts reported in the financial statements.

 

 
8

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

2.

Summary of Significant Policies (Continued)

 

Contributions

 

Contributions from participants are recorded in the period in which payroll deductions are made. Employer matching contributions are recorded in the same period as the corresponding participant contributions. Other employer contributions are recorded when the Company commits to making the contribution.

 

Benefit Payments

 

Benefit payments are recorded when paid.

 

 

3.

Investments

 

The fair value of individual investments that represent 5% or more of the Plan’s net assets as of December 31, 2013 and 2012 are as follows:

 

   

2013

   

2012

 
                 

Wells Fargo Stable Return Fund C

  $ 48,448,378     $ 43,499,895  

Northern Trust S&P 500 Fund

    18,850,439       15,031,131  

BlackRock Basic Value Fund

    43,041,448       29,228,596  

BlackRock Global Allocation Fund

    24,174,502       19,622,612  

T. Rowe Price Growth Stock Fund

    27,067,871       19,287,434  

PIMCO Total Return Portfolio Fund

    18,679,747       19,164,989  

Goldman Sachs Short Duration Government Fund

    15,941,809       16,880,329  

Prudential Jennison Small Company Fund

    21,993,985       15,911,552  

American EuroPacific Fund

    15,489,216       12,536,630  

 

During the years ended December 31, 2013 and 2012, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

   

2013

   

2012

 
                 

Mutual funds

  $ 24,778,557     $ 13,167,051  

Common and collective trust – stable value fund

    642,878       671,218  

Common and collective trusts – other

    7,259,405       1,141,629  

UniFirst Corporation common stock

    4,528,751       2,735,828  
                 

Net appreciation in value of investments

  $ 37,209,591     $ 17,715,726  

 

 
9

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

4.

Fair Value Measurements

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measure in its entirety. The three levels of input that may be used to measure fair values are listed below:

 

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical assets or liabilities as of the reporting date;

 

Level 2 – Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies; and

 

Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.

 

Mutual funds: Valued at the quoted market prices, which represent the NAV of shares held by the Plan at year end, which are traded in an active market.

 

Common and collective trust – stable value fund: Valued at NAV, NAV is determined based on the value of the underlying investments. The underlying investments include investment contracts, security-backed contracts and wrapper contracts. The fair value of an investment contract is based on the present value of future cash flows using the current discount rate. The fair value of a security-backed contract includes the value of the underlying securities and the value of the wrapper contract. The fair value of a wrapper contract provided by a security-backed contract issuer is based on the replacement cost methodology which is the present value of the difference between the replacement wrapper fee and the contracted wrapper fee.

 

Common and collective trusts – other: Valued at the NAV based on the market prices of the underlying investments, market interest rates, and discounted cash flow calculations of various investment contracts. NAV is deemed appropriate as the collective trust funds do not have finite lives, unfunded commitments relating to these types of investments or significant restrictions on redemptions.

 

UniFirst Corporation common stock: Valued at the last reported sales price for shares actively traded on the New York Stock Exchange on the last day of the Plan year.

 

Interest-bearing cash: Valued at cost which approximates fair value.

 

 
10

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

4.

Fair Value Measurements (Continued)

 

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following tables set forth by level within the fair value hierarchy, the Plan’s assets at fair value as of December 31, as follows:

 

                           

Total

 
   

Level 1

   

Level 2

   

Level 3

   

Fair Value

 

2013

                               

Mutual funds:

                               

Intermediate Term Bond

  $ 18,679,747     $ -     $ -     $ 18,679,747  

Small Value

    12,107,370       -       -       12,107,370  

Large Growth

    27,067,871       -       -       27,067,871  

Small Growth

    21,993,985       -       -       21,993,985  

Foreign Large Blend

    15,489,216       -       -       15,489,216  

Short Duration Government

    15,941,809       -       -       15,941,809  

Foreign Large Value

    12,680,405       -       -       12,680,405  

World Allocation

    24,174,502       -       -       24,174,502  

Large Value

    43,041,448       -       -       43,041,448  

Common and collective trusts:

                               

Stable Value Fund

    -       48,448,378       -       48,448,378  

Small Cap Index

    -       8,515,768       -       8,515,768  

Large Cap Index

    -       18,850,439       -       18,850,439  

UniFirst Corporation common stock

    11,766,739    

-

      -       11,766,739  

Interest-bearing cash

    46,497       -       -       46,497  
                               
Total investments   $ 202,989,589     $ 75,814,585     $ -     $ 278,804,174  
                                 

2012

                               

Mutual funds:

                               

Intermediate Term Bond

  $ 19,164,989     $ -     $ -     $ 19,164,989  

Small Value

    9,314,794       -       -       9,314,794  

Large Growth

    19,287,434       -       -       19,287,434  

Small Growth

    15,911,552       -       -       15,911,552  

Foreign Large Blend

    12,536,630       -       -       12,536,630  

Short Duration Government

    16,880,329       -       -       16,880,329  

Foreign Large Value

    11,001,781       -       -       11,001,781  

World Allocation

    19,622,612       -       -       19,622,612  

Large Value

    29,228,596       -       -       29,228,596  

Common and collective trusts:

                               

Stable Value Fund

    -       43,499,895       -       43,499,895  

Small Cap Index

    -       6,313,656       -       6,313,656  

Large Cap Index

    -       15,031,131       -       15,031,131  

UniFirst Corporation common stock

    11,178,629       -       -       11,178,629  

Interest-bearing cash

    76,095       -       -       76,095  
                                 

Total investments

  $ 164,203,441     $ 64,844,682     $ -     $ 229,048,123  

                  

 
11

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UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

4.

Fair Value Measurements (Continued)

 

The following tables disclose the unfunded commitment and redemption terms of assets held in common and collective trusts as of December 31:

 

Investment

 

Fair

Value

   

Unfunded

Commitment

 

Redemption

Frequency

 

Redemption

Notice Period

 
                           

2013

                         

Common collective trust funds – other:

                         

Northern Trust S&P 500 Fund

  $ 18,850,439     $ -  

Daily

    -  

SSgA Russell Small Cap Fund

    8,515,768       -  

Daily

    -  
                           

2012

                         

Common collective trust funds – other:

                         

Northern Trust S&P 500 Fund

  $ 15,031,131     $ -  

Daily

    -  

SSgA Russell Small Cap Fund

    6,313,656       -  

Daily

    -  

        

The investment in the Stable Value Fund contains several redemption restrictions: the right to require a 12-month notice for withdrawal of assets from the Stable Value Fund initiated by the Company; withdrawals initiated by participants of the Plan will be honored when received unless payments are being delayed to all Stable Value Fund unit holders as provided in the Declaration of Trust; and redemptions by Plan participants to reinvest in options that compete with the Stable Value Fund. There are no unfunded commitments related to the Stable Value Fund.

 

 

5.

Income Tax Status

 

The Plan has received a determination letter from the IRS dated December 30, 2011, stating that the Plan is qualified in accordance with applicable sections of the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualifications. While the Plan has been amended since the receipt of the determination letter, the Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified.

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013 and 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2010.

 

 

 
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Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

 

December 31, 2013 and 2012

 

 

6.

Related-Party Transactions

 

Transactions in shares of UniFirst Corporation common stock qualify as party-in-interest transactions under the provisions of ERISA for which a statutory exemption exists. While no shares of UniFirst Corporation common stock were purchased subsequent to June 28, 2012, during the year ended December 31, 2012, the Plan made purchases of approximately $760,000. During the years ended December 31, 2013 and 2012, sales approximated $3.9 million and $2.3 million, respectively, of UniFirst Corporation common stock. At December 31, 2013 and 2012, the Plan held 109,970 and 152,464 shares of UniFirst Corporation common stock representing 3.9% and 4.6%, respectively, of the total net assets of the Plan, respectively. These investments and transactions are all participant-directed.

 

Fees paid to BOAML qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Direct administrative expenses charged to the Plan and paid to BOAML during 2013 and 2012 totaled $81,795 and $71,230, respectively. Loans to participants qualify as party-in-interest transactions.

 

 

7.

Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the accompanying financial statements at December 31, 2013 and 2012 to the Form 5500:

 

   

2013

   

2012

 
                 

Net assets available for benefits per the financial statements

  $ 299,023,261     $ 242,821,790  

Add adjustment from contract value to fair value for fully benefit-responsive investment contracts

    388,513       1,226,832  
                 

Net assets available for benefits per the Form 5500

  $ 299,411,774     $ 244,048,622  

 

The following is a reconciliation of total additions per the accompanying financial statements for the years ended December 31, 2013 and 2012, to the form 5500:

 

   

2013

   

2012

 
                 

Total additions per the financial statements

  $ 74,362,620     $ 43,645,798  

Subtract prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts

    (1,226,832 )     (942,977 )

Add current year adjustment from contract value to fair value for fully-benefit-responsive investment contracts

    388,513       1,226,832  
                 

Total additions per the Form 5500

  $ 73,524,301     $ 43,929,653  

 

Notes receivable from participants are reflected as a receivable on the financial statements which is different from the Form 5500 presentation. On the Form 5500, notes receivable are classified as investments under the caption “participant loans.”

 

 
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Table Of Contents
 

 

UNIFIRST RETIREMENT SAVINGS PLAN

 

PLAN NO. 001

EIN 04-2103460

 

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS

(HELD AT END OF YEAR)

 

December 31, 2013

 

 

 

(b)

 

(c)

 

(e)

 
 

Identity of Issue

 

Description

 

Current

 

(a)

Lessor or Similar Party

 

of Investments

 

Value 

 
               
 

Mutual funds:

           
 

BlackRock

 

BlackRock Basic Value Fund

  $ 43,041,448  
 

BlackRock

 

BlackRock Global Allocation Fund

    24,174,502  
 

Goldman Sachs

 

Goldman Sachs Short Duration Government Fund

    15,941,809  
 

PIMCO

 

PIMCO Total Return Portfolio Fund

    18,679,747  
 

T. Rowe Price

 

T. Rowe Price Growth Stock Fund

    27,067,871  
 

Jennison

 

Prudential Jennison Small Company Fund

    21,993,985  
 

Franklin Templeton

 

Templeton Foreign Fund

    12,680,405  
 

American Funds

 

American EuroPacific Fund

    15,489,216  
 

Janus Funds

 

Perkins Small Cap Value

    12,107,370  
 

Common and collective trusts:

           
 

Wells Fargo

 

Wells Fargo Stable Return Fund C

    48,448,378  
 

State Street Global Advisors

 

SSgA Russell Small Cap Fund

    8,515,768  
 

Northern Trust

 

Northern Trust S&P 500 Fund

    18,850,439  

*

UniFirst Corporation

 

UniFirst Corporation common stock, 109,970 shares

    11,766,739  

*

Bank of America

 

Interest-bearing cash

    46,497  
               
            278,804,174  
               

*

Participant loans

 

Interest rates of 4.75%, secured by participant account balances

    11,605,813  
               
          $ 290,409,987  

  

*

Represents a party-in-interest.

 

(d)

Cost is not applicable as all investments are directed by Plan participants.

 

 
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Table Of Contents
 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the UniFirst Retirement Savings Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  UniFirst Retirement Savings Plan
     
     
     

  

By:

/s/ Ronald D. Croatti

  

  

Ronald D. Croatti, Trustee

  

  

  

  

  

  

  

By:

/s/ Steven S. Sintros

  

  

Steven S. Sintros, Trustee

  

  

  

Date: June 30, 2014

  

  

 

 

 

15