UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 2, 2015 Commission File Number: 001-36223
Aramark | |
(Exact name of registrant as specified in its charter) | |
Delaware | 20-8236097 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Aramark Tower 1101 Market Street Philadelphia, Pennsylvania | 19107 |
(Address of principal executive offices) | (Zip Code) |
(215) 238-3000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on which Registered |
Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | o | Non-accelerated filer | o | Smaller reporting company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 3, 2015, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $6,100.3 million.
As of November 27, 2015, the number of shares of the registrant's common stock outstanding is 240,522,189.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s 2016 Annual Meeting of Stockholders, to be held on February 2, 2016, will be incorporated by reference in this Form 10-K in response to portions of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended October 2, 2015.
TABLE OF CONTENTS | |||
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Special Note About Forward-Looking Statements
This report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views as to future events and financial performance with respect to, without limitation, conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “outlook,” “aim,” “anticipate,” “are confident,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe,” “see,” “look to” and other words and terms of similar meaning or the negative versions of such words.
Forward-looking statements speak only as of the date made. All statements we make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include without limitation: unfavorable economic conditions; natural disasters, global calamities, sports strikes and other adverse incidents; the failure to retain current clients, renew existing client contracts and obtain new client contracts; a determination by clients to reduce their outsourcing or use of preferred vendors; competition in our industries; increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services contracts; the inability to achieve cost savings through our cost reduction efforts; our expansion strategy; the failure to maintain food safety throughout our supply chain, food-borne illness concerns and claims of illness or injury; governmental regulations including those relating to food and beverages, the environment, wage and hour and government contracting; liability associated with noncompliance with applicable law or other governmental regulations; new interpretations of or changes in the enforcement of the government regulatory framework; currency risks and other risks associated with international operations, including Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance; continued or further unionization of our workforce; liability resulting from our participation in multiemployer defined benefit pension plans; risks associated with suppliers from whom our products are sourced; disruptions to our relationship with, or to the business of, our primary distributor; the inability to hire and retain sufficient qualified personnel or increases in labor costs; healthcare reform legislation; the contract intensive nature of our business, which may lead to client disputes; seasonality; disruptions in the availability of our computer systems or privacy breaches; failure to achieve and maintain effective internal controls; our leverage; the inability to generate sufficient cash to service all of our indebtedness; debt agreements that limit our flexibility in operating our business; and other factors set forth herein under the headings Item 1A “Risk Factors,” Item 3 “Legal Proceedings” and Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations" and other sections of this Annual Report on Form 10-K, as such factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and which may be obtained by contacting Aramark’s investor relations department via its website www.aramark.com. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other filings with the SEC. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, changes in our expectations, or otherwise, except as required by law.
PART I
Item 1. Business
Overview
Aramark (the “Company,” “we” or “us”) is a leading global provider of food, facilities and uniform services to education, healthcare, business & industry, and sports, leisure & corrections clients. Our core market is North America (composed of the United States and Canada), which is supplemented by an additional 19-country footprint. We hold the #2 position in North America in food and facilities services as well as uniform services based on total sales in fiscal 2015. Internationally, we hold a top 3 position in food and facilities services based on total sales in fiscal 2015 in most countries in which we have significant operations, and are one of only 3 food and facilities competitors with our combination of scale, scope, and global reach. Through our established brand, broad geographic presence and approximately 265,500 employees, we anchor our business in our partnerships with thousands of education, healthcare, business, sports, leisure and corrections clients. Through these partnerships we serve millions of consumers including students, patients, employees, sports fans and guests worldwide.
We operate our business in three reportable segments that share many of the same operating characteristics: Food and Support Services North America ("FSS North America"), Food and Support Services International ("FSS International") and Uniform and Career Apparel ("Uniform"). Both FSS North America and Uniform have significant scale and hold the #2 position in North America, while in our FSS International segment we hold a top 3 position in most countries in which we have significant operations based on fiscal 2015 total sales. The following chart shows a breakdown of our sales and operating income by our reportable segments:
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Reportable Segments: | FSS North America | FSS International | Uniform | |||||||||||
FY 2015 Sales(a): | $ | 9,950.3 | $ | 2,858.2 | $ | 1,520.6 | ||||||||
FY 2015 Operating Income(a): | $ | 494.5 | $ | 95.3 | $ | 191.8 | ||||||||
Services: | Food, hospitality and facilities | Food, hospitality and facilities | Rental, sale and maintenance of uniform apparel and other items | |||||||||||
Sectors: | Business & industry, sports, leisure & corrections, education and healthcare | Business & industry, sports, leisure & corrections, healthcare and education | Business, public institutions, manufacturing, transportation and service industries | |||||||||||
(a) Dollars in millions. Operating income excludes $153.7 million related to corporate expenses. For certain other financial information relating to our segments, see Note 15 to the audited consolidated financial statements.
In fiscal 2015, we generated $14.3 billion of sales, $237.0 million of net income and $627.9 million of operating income.
Our History
Since our founding in 1959, we have broadened our service offerings and expanded our client base through a combination of organic growth and successful acquisitions, with the goal of further developing our food, facilities and uniform capabilities, as well as growing our international presence. In 1984, we completed a management buyout, after which our management and employees increased their Company ownership to approximately 90% of our equity capital leading up to our December 2001 public offering. On January 26, 2007, we delisted from the NYSE in conjunction with a going-private transaction executed with investment funds affiliated with Goldman Sachs Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners, L.P. and Warburg Pincus LLC as well as approximately 250 senior management personnel.
On December 17, 2013, we completed an initial public offering of 41,687,500 shares of our common stock, including 13,687,500 shares of common stock sold by our selling stockholders. We did not receive any of the proceeds from the sale of the shares sold by the selling stockholders and we used our proceeds from the initial public offering, net of costs, to pay down debt. Our common stock began trading on the NYSE under the ticker symbol “ARMK” on December 12, 2013.
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Food and Support Services
Our Food and Support Services segments manage a number of interrelated services-including food, hospitality and facility services-for school districts, colleges & universities, healthcare facilities, businesses, sports, entertainment & recreational venues, conference & convention centers, national & state parks and correctional institutions.
We are the exclusive provider of food and beverage services at most of the locations we serve and are responsible for hiring, training and supervising the majority of the food service personnel in addition to ordering, receiving, preparing and serving food and beverage items sold at those facilities. Our facilities services capabilities are broad, and include plant operations and maintenance, custodial/housekeeping, energy management, clinical equipment maintenance, grounds keeping, and capital project management. In governmental, business, educational and healthcare facilities (for example, offices and industrial plants, schools and universities and hospitals), our clients provide us with a captive client base through their on-site employees, students and patients. At sports, entertainment and recreational facilities, our clients attract patrons to their site, usually for specific events such as sporting events and conventions.
We manage our FSS business in two geographic reportable segments split between our North America and International operations. In fiscal 2015, our FSS North America segment generated $9,950.3 million in sales, or 69% of our total sales, and our FSS International segment generated $2,858.2 million in sales, or 20% of our total sales. No individual client represents more than 2% of our total sales, other than, collectively, a number of U.S. government agencies. See Note 15 to the audited consolidated financial statements for information on sales, operating income and total assets for the FSS North America segment and the FSS International segment.
Clients and Services
Our Food and Support Services segments serve a number of client sectors across 21 countries around the world. Our Food and Support Services operations focus on serving clients in four principal sectors:
Sector | Types of Clients | Food Services | Facilities Services | |||
Education | Colleges and universities Public school districts and systems Private schools | Dining services Catering Food service management Retail operations | Facilities management Custodial services Grounds Energy management Construction management Capital project management | |||
Healthcare | Hospitals Nursing homes | Food and nutrition services Retail operations | Clinical equipment maintenance Environmental services Laundry and linen distribution Plant operations Energy management Strategic and technical services Supply chain management Purchasing Central transportation | |||
Business & Industry | Office parks and buildings Manufacturing plants Corporate cafeterias Mining operations Oil & Gas drilling operations | Dining services On-site restaurants Catering Convenience stores Executive dining rooms Coffee and vending Drinking water filtration | Housekeeping management Plant operations/maintenance Energy management Groundskeeping Landscaping Transportation Capital program management Commissioning services Building operations consulting | |||
Sports, Leisure & Corrections | Professional and collegiate stadiums and arenas Concert venues National and state parks Convention and civic centers Correctional facilities | Concessions Banquet and catering Retail and merchandise sales Food and nutrition services Premium and restaurant | Recreational and lodging services Commissary services Laundry and linen management Property room management Housekeeping management Facility management | |||
Education. Within the Education sector we serve Higher Education and K-12 clients. We deliver a wide range of food and facility services at more than 1,500 colleges, universities, school systems & districts and private schools. We offer our education clients a single source provider for managed service solutions, including dining, catering, food service management, convenience-oriented retail operations, grounds & facilities maintenance, custodial, energy management, construction management, and capital project management.
Healthcare. We provide a wide range of non-clinical support services to approximately 1,200 healthcare clients and more than 2,000 facilities across our global footprint. We offer healthcare organizations a single source provider for managed service solutions, which include food services such as patient food and nutrition services and retail food services, and facilities services such as clinical equipment maintenance, environmental services, laundry & linen distribution, plant operations, energy management, strategic/technical services, supply chain management, purchasing and central transportation.
Business & Industry. We provide a comprehensive range of business dining services, including on-site restaurants, catering, convenience stores and executive dining.
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We also provide beverage and vending services to business & industry clients at thousands of locations. Our service and product offerings include a full range of coffee offerings, “grab and go” food operations, convenience stores, micromarkets and a proprietary drinking water filtration system.
We also offer a variety of facility management services to business & industry clients. These services include the management of housekeeping, plant operations and maintenance, energy management, laundry and linen, groundskeeping, landscaping, transportation, capital program management and commissioning services and other facility consulting services relating to building operations.
We also offer remote services which include facility and business support services primarily for mining and oil operations.
Sports, Leisure and Corrections. We administer concessions, banquet and catering services, retail services and merchandise sales, recreational and lodging services and facility management services at sports, entertainment and recreational facilities. We serve 147 professional (including minor league affiliates) and college sports teams, including 38 teams in Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League. We also serve 22 convention and civic centers, 17 national and state parks and other resort operations, plus other popular tourist attractions in the United States and Canada. Additionally, we provide correctional food services, operate commissaries, laundry facilities and property rooms and provide food and facilities management services for parks.
Our FSS International segment provides a similar range of services as those provided to our FSS North America segment clients and operates in all of our sectors. We have operations in 19 countries outside the United States and Canada. Our largest international operations are in the United Kingdom, Germany, Chile, China and Ireland, and in each of these countries we are one of the leading food and/or facilities service providers. We also have a strong presence in Japan through our 50% ownership of AIM Services Co., Ltd., which is a leader in providing outsourced food services in Japan. In addition to the core Business & Industry sector, our FSS International segment serves many soccer stadiums across Europe, and numerous educational institutions, correctional institutions and convention centers globally. There are particular risks attendant with our international operations. Please see Item 1A. “Risk Factors.”
Purchasing
We negotiate the pricing and other terms for the majority of our purchases of food and related products in the United States and Canada directly with national manufacturers. We purchase these products and other items through Sysco Corporation and other distributors. We have a master distribution agreement with Sysco that covers a significant amount of our purchases of these products and items in the United States and another distribution agreement with Sysco that covers our purchases of these products in Canada. Our distributors are responsible for tracking our orders and delivering products to our specific locations. Due to our ability to negotiate favorable terms with our suppliers, we earn vendor consideration, including discounts, rebates and other applicable credits. See “Types of Contracts” below. Our location managers also purchase a number of items, including bread, dairy products and alcoholic beverages from local suppliers, and we purchase certain items directly from manufacturers.
Our relationship with Sysco is important to our operations—we have had distribution agreements in place for more than 20 years. In fiscal 2015, Sysco distributed approximately 57% of our food and non-food products in the United States and Canada, and we believe that we are one of their largest clients. However, we believe that the products acquired through Sysco can, in significant cases, be purchased through other sources and that termination of our relationship with them or any disruption of their business would cause only short-term disruptions to our operations.
Our agreements with our distributors are generally for an indefinite term, subject to termination by either party after a notice period, which is generally 60 to 120 days. The pricing and other financial terms of these agreements are renegotiated periodically. Our current agreement with Sysco is terminable by either party with 180 days notice.
In our international segment, our approach to purchasing is substantially similar. On a country-by-country basis, we negotiate pricing and other terms for a majority of our purchases of food and related products with manufacturers operating in the applicable country, and we purchase these products and other items through distributors in that country. Due to our ability to negotiate favorable terms with our suppliers, we receive vendor consideration, including rebates, allowances and volume discounts. See “Types of Contracts” below. As in North America, our location managers also purchase a number of items, including bread, dairy products and alcoholic beverages from local suppliers, and we purchase certain items directly from manufacturers. Our agreements with our distributors are subject to termination by either party after a notice period, which is generally 60 days. The pricing and other financial terms of these agreements are renegotiated periodically.
Our relationship with distributors in the countries outside the United States and Canada is important to our operations, but from an overall volume standpoint, no distributor outside the United States and Canada distributes a significant volume of products. We believe that products we acquire from our distributors in countries outside the United States and Canada can, in significant
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cases, be purchased from other sources, and that the termination of our relationships with our distributors outside the United States and Canada, or the disruption of their business operations, would cause only short-term disruption to our operations.
Sales and Marketing
We maintain selling and marketing excellence by focusing on the execution of a common selling process as well as optimal resource allocation and deployment. Our common selling process ensures that we sell our services to our clients in the same way, regardless of the sector in which such client is located. We have developed consistent tools and training that are used across all of our businesses to train our employees on this selling process. Our business development functions are aligned directly with the sectors and services in which we have leadership positions, and we combine our targeted business development strategies with our strong client relationships to deliver differentiated and innovative solutions. We target our business development by aligning our sales efforts directly with the sectors and services in which we operate. We identify individuals at various levels in our organization to match up with individuals in a variety of roles at both existing and potential clients. We believe that these connections throughout various levels within the client organization allow us to develop strong relationships with the client and gain a better understanding of the clients’ requirements. Based on the knowledge of the clients’ requirements and the sector, our goal is to develop solutions for the client that are unique and that help to differentiate us from our competitors.
Types of Contracts
We use contracts that allow us to manage our potential upside and downside risk in connection with our various business interactions with clients. Our contracts may require that the client’s consent be obtained in order to raise prices on the food, beverages and merchandise we sell within a particular facility. The contracts that we enter into with clients vary in length. Contracts generally are for fixed terms, many of which are in excess of one year. Client contracts for education and sports and leisure services typically require larger capital investments, but have correspondingly longer and fixed terms, usually from five to fifteen years.
When we enter into new contracts, or extend or renew existing contracts, particularly those for stadiums, arenas, convention centers, colleges and universities and business dining accounts, we are sometimes contractually required to make some form of up-front or future capital investment to help finance improvement or renovation, typically to the food and beverage facilities of the venue from which we operate. Contractually required capital expenditures typically take the form of investment in leasehold improvements, food service equipment and/or grants to clients. At the end of the contract term or upon its earlier termination, assets such as equipment and leasehold improvements typically become the property of the client, but generally the client must reimburse us for any undepreciated or unamortized capital investments.
Food and Support Services contracts are generally obtained and renewed either through a competitive process or on a negotiated basis, although contracts in the public sector are frequently awarded on a competitive bid basis, as required by applicable law. Contracts for Food and Support Services with school districts and correctional clients are typically awarded through a formal bid process. Contracts in the private sector may be entered into without a formal bid process, but we and other companies will often compete in the process leading up to the award or the completion of contract negotiations. Typically, after the award, final contract terms are negotiated and agreed upon.
We use two general contract types in our Food and Support Services segments: profit and loss contracts and client interest contracts. These contracts differ in their provision for the amount of financial risk that we bear and, accordingly, the potential compensation, profits or fees we may receive. Commission rates and management fees, if any, may vary significantly among contracts based upon various factors, including the type of facility involved, the term of the contract, the services we provide and the amount of capital we invest.
Profit and Loss Contracts. Under profit and loss contracts, we receive all of the revenue from, and bear all of the expenses of, the provision of our services at a client location. Expenses under profit and loss contracts sometimes include commissions paid to the client, typically calculated as a fixed or variable percentage of various categories of sales, and, in some cases, require minimum guaranteed commissions. We benefit from greater upside potential with a profit and loss contract, although we do consequently bear greater downside risk than with a client interest contract. For fiscal 2015, approximately 73% of our Food and Support Services sales were derived from profit and loss contracts.
Client Interest Contracts. Client interest contracts include management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or operating costs. Some management fee contracts entitle us to receive incentive fees based upon our performance under the contract, as measured by factors such as sales, operating costs and client satisfaction surveys. Client interest contracts also include limited profit and loss contracts, under which we receive a percentage of any profits earned from the provision of our services at the facility and we generally receive no payments if there are losses. As discussed above under “Purchasing,” we earn vendor consideration, including discounts, rebates and other applicable credits that we typically retain except in those
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cases where the contract and/or applicable law requires us to credit these to our clients. For our client interest contracts, both our upside potential and downside risk are reduced compared to our profit and loss contracts. For fiscal 2015, approximately 27% of our Food and Support Services sales were derived from client interest contracts.
Competition
There is significant competition in the Food and Support Services business from local, regional, national and international companies, as well as from the businesses, healthcare institutions, colleges and universities, correctional facilities, school districts and public assembly facilities that decide to provide these services themselves. Institutions may decide to operate their own services or outsource to one of our competitors following the expiration or termination of contracts with us. Clients do not necessarily choose the lowest cost provider, and tend to place a premium on the total value proposition offered. In our FSS North America segment, our external competitors include other multi-regional food and support service providers, such as Centerplate, Inc., Compass Group plc, Delaware North Companies Inc. and Sodexo SA. Internationally, our external food service and support service competitors include Compass Group plc, Elior SA, International Service System A/S and Sodexo SA. We also face competition from many regional and local service providers.
We believe that the following competitive factors are the principal drivers of our success:
• | quality and breadth of services and management talent; |
• | service innovation; |
• | reputation within the industry; |
• | pricing; and |
• | financial strength and stability. |
Seasonality
Our sales and operating results have varied, and we expect them to continue to vary, from quarter to quarter as a result of different factors. Within our FSS North America segment, historically there has been a lower level of activity during our first and second fiscal quarters in operations that provide services to sports and leisure clients. This lower level of activity historically has been partially offset during our first and second fiscal quarters by the increased activity in our educational operations. Conversely, historically there has been a significant increase in the provision of services to sports and leisure clients during our third and fourth fiscal quarters, which is partially offset by the effect of summer recess at colleges, universities and schools.
Uniform
Our Uniform segment provides uniforms and other garments and work clothes and ancillary items such as mats and shop towels in the United States, Puerto Rico, Canada and through a joint venture in Japan. We hold the #2 position in the North America uniform services market. We operate over 2,600 routes, giving us a broad reach to service our clients’ needs.
Clients use our uniforms to meet a variety of needs, including:
• | establishing corporate identity and brand awareness; |
• | projecting a professional image: |
• | protecting workers—work clothes can help protect workers from difficult environments such as heavy soils, heat, flame or chemicals; and |
• | protecting products—uniforms can help protect products against contamination in the food, pharmaceutical, electronics, health care and automotive industries. |
We provide a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance. We rent uniforms, work clothing, outerwear, particulate-free garments and non-garment items and related services, including industrial towels, floor mats, mops, linen products, and paper products to businesses in a wide range of industries, including manufacturing, food services, automotive, healthcare, construction, utilities, repair and maintenance services, restaurant and hospitality. In fiscal 2015, our Uniform segment generated $1,520.6 million in sales, or 11% of our total sales. See Note 15 to the audited consolidated financial statements for information on sales, operating income and total assets for the Uniform segment.
Clients and Services
We serve businesses of all sizes in many different industries. We have a diverse client base from over 200 service location and distribution centers across the United States and one service center in Ontario, Canada. None of our clients individually represents a material portion of our sales. We typically visit our clients’ sites weekly, delivering clean, finished uniforms and, at
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the same time, removing the soiled uniforms or other items for cleaning, repair or replacement. We also offer products for direct sale.
Our cleanroom service offers advanced static dissipative garments, barrier apparel, sterile garments and cleanroom application accessories for clients with contamination-free operations in the technology, food, healthcare and pharmaceutical industries.
We conduct our direct marketing business through three primary brands - WearGuard, Crest and Aramark. We design, source or manufacture and distribute distinctive image apparel to workers in a wide variety of industries through the internet at www.shoparamark.com, dedicated sales representatives and telemarketing sales channels. We customize and embroider personalized uniforms and logos for clients through an extensive computer assisted design center and distribute work clothing, outerwear, business casual apparel and footwear throughout the United States, Puerto Rico and Canada.
Operations
We operate our uniform rental business as a network of 82 laundry plants and 170 satellite plants and depots supporting over 2,600 pick-up and delivery routes. We operate a fleet of service vehicles that pick up and deliver uniforms for cleaning and maintenance. We conduct our direct marketing activities principally from our facilities in Salem, Virginia; Norwell, Massachusetts; and Reno, Nevada. We market our own brands of apparel and offer a variety of customized personalization options such as embroidery and logos. We also source uniforms and other products to our specifications from a number of domestic and international suppliers and also manufacture a significant portion of our uniform requirements. We purchase uniform and textile products as well as equipment and supplies from domestic and international suppliers. The loss of any one supplier would not have a significant impact on us. We also operate two cutting and sewing plant in Mexico, which satisfies a substantial amount of our standard uniform inventory needs.
Sales and Marketing
Our sales representatives and route sales drivers are responsible for selling our services to current and potential clients and developing new accounts through the use of an extensive, proprietary database of pre-screened and qualified business prospects. We build our brand identity through local advertising, promotional initiatives and through our distinctive service vehicles. Our clients frequently come to us through client referrals, either from our uniform rental business or from our other service sectors. Our customer service representatives generally interact on a weekly basis with their clients, while our support personnel are charged with expeditiously handling client requirements regarding the outfitting of new client employees and other customer service needs.
Types of Contracts
We typically serve our rental clients under written service contracts for an initial term of three to five years. While clients are not required to make an up-front investment for their uniforms, in the case of nonstandard uniforms and certain specialty programs, clients typically agree to reimburse us for our costs if they terminate their agreement early. With the exception of certain governmental bid business, most of our direct marketing business is conducted under invoice arrangement with repeat clients.
Competition
Although the United States rental industry has experienced some consolidation, there is significant competition in all the areas that we serve, and such competition varies across geographies. Although many competitors are smaller local and regional firms, we also face competition from other large national firms such as Cintas Corporation, G&K Services, Inc. and UniFirst Corporation. We believe that the primary competitive factors that affect our operations are quality, service, design, consistency of product, and distribution capability, particularly for large multi-location clients, and price. We believe that our ability to compete effectively is enhanced by the quality and breadth of our product line as well as our nationwide reach.
Employees of Aramark
As of October 2, 2015, we had a total of approximately 265,500 employees, including seasonal employees, consisting of approximately 167,500 full-time and approximately 98,000 part-time employees in our three business segments. The number of part-time employees varies significantly from time to time during the year due to seasonal and other operating requirements. We generally experience our highest level of employment during the fourth fiscal quarter. The approximate number of employees by segment is as follows: FSS North America: 162,000; FSS International: 89,000; Uniform: 14,000. In addition, the Aramark corporate staff is approximately 500 employees. Approximately 39,600 employees in the United States are covered by collective bargaining agreements. We have not experienced any material interruptions of operations due to disputes with our employees and consider our relations with our employees to be satisfactory.
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Governmental Regulation
Our business is subject to various federal, state, local and international laws and regulations, in areas such as environmental, labor, employment, immigration, health and safety laws and liquor licensing and dram shop matters. In addition, our facilities and products are subject to periodic inspection by federal, state, local and international authorities. We have established, and periodically update, various internal controls and procedures designed to maintain compliance with these laws and regulations. Our compliance programs are subject to legislative changes, or changes in regulatory interpretation, implementation or enforcement. From time to time both federal and state government agencies have conducted audits of certain of our practices as part of routine investigations of providers of services under government contracts, or otherwise. Like others in our business, we receive requests for information from governmental agencies in connection with these audits. If we fail to comply with applicable laws, we may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, disgorgements, debarments from government contracts or loss of liquor licenses.
Our operations are subject to various laws and regulations, including, but not limited to, those governing:
• | alcohol licensing and service; |
• | collection of sales and other taxes; |
• | minimum wage, overtime, classification, wage payment and employment discrimination; |
• | immigration; |
• | governmentally funded entitlement programs and cost and accounting principles; |
• | false claims, whistleblowers and consumer protection; |
• | environmental protection; |
• | food safety, sanitation, labeling and human health and safety; |
• | customs and import and export controls; |
• | the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws; |
• | antitrust, competition, procurement and lobbying; |
• | Minority, women and disadvantaged business enterprise statutes; |
• | motor carrier safety; and |
• | privacy and data security. |
The laws and regulations relating to each of our food and support services segments are numerous and complex. There are a variety of laws and regulations at various governmental levels relating to the handling, preparation and serving of food, including in some cases requirements relating to the temperature of food, the cleanliness of food production facilities, and the hygiene of food-handling personnel, which are enforced primarily at the local public health department level. While we attempt to comply with applicable laws and regulations, there can be no assurance that we are in full compliance at all times with all of the applicable laws and regulations or that we will be able to comply with any future laws and regulations. Furthermore, legislation and regulatory attention to food safety is very high. Additional or amended regulations in this area may significantly increase the cost of compliance or expose us to liability.
In addition, various government agencies impose nutritional guidelines and other requirements on us at certain of the healthcare, education and corrections facilities we serve. We may also be subject to laws and regulations that limit or restrict the use of trans fats in the food we serve or other requirements relating to ingredient or nutrient labeling. There can be no assurance that legislation, or changes in regulatory implementation or interpretation of government regulations, would not limit our activities in the future or significantly increase the cost of regulatory compliance.
Because we serve alcoholic beverages at many sports, entertainment and recreational facilities, including convention centers and national and state parks, we also hold liquor licenses incidental to our food service operations and are subject to the liquor license requirements of the jurisdictions in which we hold a liquor license. As of October 2, 2015, our subsidiaries held liquor licenses in 45 states and the District of Columbia, four Canadian provinces and certain other countries. Typically, liquor licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of our operations, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage, dispensing and service of alcoholic beverages. We have not encountered any material problems relating to liquor licenses to date. The failure to receive or retain a liquor license in a particular location could adversely affect our ability to obtain such a license elsewhere. Some of our contracts require us to pay liquidated damages during any period in which the liquor license for the facility is suspended as a result of our
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actions, and most contracts are subject to termination if the liquor license for the facility is lost as a result of our actions. Our service of alcoholic beverages is also subject to alcoholic beverage service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to certain persons such as minors or visibly intoxicated persons. If we violate dram shop laws, we may be liable to the patron and/or to third parties for the acts of the visibly intoxicated patron. We sponsor regular training programs designed to minimize the likelihood of such a situation and to take advantage of certain safe harbors and affirmative defenses enacted for the benefit of alcoholic beverage service providers. However, we cannot guarantee that intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us.
Our uniform rental business and our food and support service business are subject to various environmental protection laws and regulations, including the U.S. Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar local, state, federal and international laws and regulations governing the use, management, shipping and disposal of chemicals and hazardous materials. In particular, industrial laundries use certain detergents and cleaning chemicals to launder garments and other merchandise. The residues from such detergents and chemicals and residues from soiled garments and other merchandise laundered at our facilities may result in potential discharges to air and to water (through sanitary sewer systems and publicly owned treatment works) and may be contained in waste generated by our wastewater treatment systems. Our industrial laundries are subject to certain volume and chemical air and water pollution discharge limits, monitoring, permitting and recordkeeping requirements. We own or operate aboveground and underground storage tank systems at some locations to store petroleum products for use in our or our clients’ operations. Certain of these storage tank systems also are subject to performance standards, periodic monitoring and recordkeeping requirements. We also may use and manage chemicals and hazardous materials in our operations from time to time. We are mindful of the environmental concerns surrounding the use, management, shipping and disposal of these chemicals and hazardous materials, and have taken and continue to take measures to comply with environmental protection laws and regulations. Given the regulated nature of some of our operations, we could face penalties and fines for non-compliance. In the past, we have settled, or contributed to the settlement of, actions or claims relating to the management of underground storage tanks and the handling and disposal of chemicals or hazardous materials, either on or off-site. We may, in the future, be required to expend material amounts to rectify the consequences of any such events. Under environmental laws, we may be liable for the costs of removal or remediation of certain hazardous materials located on or in or migrating from our owned or leased property or our clients’ properties, as well as related costs of investigation and property damage. Such laws may impose liability without regard to our fault, knowledge or responsibility for the presence of such hazardous substances. We may not know whether our clients’ properties or our acquired or leased properties have been operated in compliance with environmental laws and regulations or that our future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third-party actions such as tort suits.
We do not anticipate any capital expenditures for environmental remediation that would have a material effect on our financial condition.
Intellectual Property
We have the patents, trademarks, trade names and licenses that are necessary for the operation of our business. Other than the Aramark brand, which includes our corporate starperson logo design (both old and new) and the Aramark word mark (our name), we do not consider our patents, trademarks, trade names and licenses to be material to the operation of our business in any material respect.
Available Information
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the “SEC”). These filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Our principal Internet address is www.aramark.com. We make available free of charge on www.aramark.com our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Our Business Conduct Policy includes a code of ethics for our principal executive officer, our principal financial officer and our principal accounting officer and applies to all of our employees and non-employee directors. Our Business Conduct Policy is available on the Investor Relations section of our website at www.aramark.com and is available in print to any person who requests it by writing or telephoning us at the address or telephone number set forth below.
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You may request a copy of our SEC filings (excluding exhibits) and our Business Conduct Policy at no cost by writing or telephoning us at the following address or telephone number:
Aramark
1101 Market Street
Philadelphia, PA 19107
Attention: Corporate Secretary
Telephone: (215) 238-3000
The references to our web site and the SEC’s web site are intended to be inactive textual references only and the contents of those websites are not incorporated by reference herein.
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Item 1A. Risk Factors
Risks related to our business
Unfavorable economic conditions have, and in the future could, adversely affect our results of operations and financial condition.
A national or international economic downturn has, and in the future could, reduce demand for our services in each of our reportable segments, which may result in the loss of business or increased pressure to contract for business on less favorable terms than our generally preferred terms. Economic hardship among our client base can also impact our business. For example, during the recent period of economic distress, certain of our businesses have been negatively affected by reduced employment levels at our clients’ locations and declining levels of business and consumer spending. In addition, insolvency experienced by clients, especially larger clients, has, and in the future could, make it difficult for us to collect amounts we are owed and could result in the voiding of existing contracts. Similarly, financial distress or insolvency, if experienced by our key vendors and service providers such as insurance carriers, could significantly increase our costs.
The portion of our food and support services business that provides services in public facilities such as convention centers and tourist and recreational attractions is particularly sensitive to an economic downturn, as expenditures to take vacations or hold or attend conventions are funded to a partial or total extent by discretionary income. A decrease in such discretionary income on the part of potential attendees at our clients’ facilities has, and in the future could, result in a reduction in our sales. Further, because our exposure to the ultimate consumer of what we provide is limited by our dependence on our clients to attract those consumers to their facilities and events, our ability to respond to such a reduction in attendance, and therefore our sales, is limited. There are many factors that could reduce the numbers of events in a facility or attendance at an event, including labor disruptions involving sports leagues, poor performance by the teams playing in a facility, number of playoff games, inclement weather and adverse economic conditions which would adversely affect sales and profits.
Natural disasters, global calamities, sports strikes and other adverse incidents could adversely affect our sales and operating results.
Natural disasters, including hurricanes and earthquakes, or global calamities, such as an Ebola outbreak or a flu pandemic, have, and in the future could, affect our sales and operating results. In the past, we experienced lost and closed client locations, business disruptions and delays, the loss of inventory and other assets, and the effect of the temporary conversion of a number of our client locations to provide food and shelter to those left homeless by storms. In addition, any terrorist attacks, particularly against venues that we serve, and the national and global military, diplomatic and financial response to such attacks or other threats, also may adversely affect our sales and operating results. Sports strikes, particularly those that are for an extended time period, can reduce our sales and have an adverse impact on our results of operations. For example, in 2012, the collective bargaining agreement for the players in the National Hockey League expired. As a result, the 2012/2013 season was significantly shortened and our sales and profits were negatively impacted. Any decrease in the number of games played would mean a loss of sales and reduced profits at the venues we service.
Our failure to retain our current clients, renew our existing client contracts and obtain new client contracts could adversely affect our business.
Our success depends on our ability to retain our current clients, renew our existing client contracts and obtain new business. Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors. There can be no assurance that we will be able to obtain new business, renew existing client contracts at the same or higher levels of pricing or that our current clients will not turn to competitors, cease operations, elect to self-operate or terminate contracts with us. The failure to renew a significant number of our existing contracts would have a material adverse effect on our business and results of operations and the failure to obtain new business could have an adverse impact on our growth.
We may be adversely affected if clients reduce their outsourcing or use of preferred vendors.
Our business and growth strategies depend in large part on the continuation of a current trend toward outsourcing services. Clients will outsource if they perceive that outsourcing may provide quality services at a lower overall cost and permit them to focus on their core business activities. We cannot be certain that this trend will continue or not be reversed or that clients that have outsourced functions will not decide to perform these functions themselves.
In addition, labor unions representing employees of some of our current and prospective clients have occasionally opposed the outsourcing trend to the extent that they believed that current union jobs for their memberships might be lost. In these cases, unions typically seek to prevent public sector entities from outsourcing and if that fails, ensure that jobs that are outsourced continue to be unionized, which can reduce our pricing and operational flexibility with respect to such businesses.
We have also identified a trend among some of our clients toward the retention of a limited number of preferred vendors to provide all or a large part of their required services. We cannot be certain that this trend will continue or not be reversed or, if it does continue, that we will be selected and retained as a preferred vendor to provide these services. Unfavorable developments
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with respect to either outsourcing or the use of preferred vendors could have a material adverse effect on our business and results of operations.
Competition in our industries could adversely affect our results of operations.
There is significant competition in the food and support services business from local, regional, national and international companies, of varying sizes, many of which have substantial financial resources. Our ability to successfully compete depends on our ability to provide quality services at a reasonable price and to provide value to our clients and consumers. Certain of our competitors have been and may in the future be willing to underbid us or accept a lower profit margin or expend more capital in order to obtain or retain business. Also, certain regional and local service providers may be better established than we are within a specific geographic region. In addition, existing or potential clients may elect to self-operate their food and support services, eliminating the opportunity for us to serve them or compete for the account. While we have a significant international presence, certain of our competitors have more extensive portfolios of services and a broader geographic footprint than we do. Therefore, we may be placed at a competitive disadvantage for clients who require multiservice or multinational bids.
We have a number of major national competitors in the uniform rental industry with significant financial resources. In addition, there are regional and local uniform suppliers whom we believe have strong client loyalty. While most clients focus primarily on quality of service, uniform rental also is a price-sensitive service and if existing or future competitors seek to gain clients or accounts by reducing prices, we may be required to lower prices, which would reduce our sales and profits. The uniform rental business requires investment capital for growth. Failure to maintain capital investment in this business would put us at a competitive disadvantage. In addition, due to competition in our uniform rental business, it has become increasingly important for us to source garments and other products overseas, particularly from Asia. To the extent we are not able to effectively source such products from Asia and gain the related cost savings, we may be at a further disadvantage in relation to some of our competitors.
Increased operating costs and obstacles to cost recovery due to the pricing and cancellation terms of our food and support services contracts may constrain our ability to make a profit.
Our profitability can be adversely affected to the extent we are faced with cost increases for food, wages, other labor related expenses (including workers’ compensation, state unemployment insurance and federal or state mandated health benefits and other healthcare costs), insurance, fuel, utilities, piece goods, clothing and equipment, especially to the extent we are unable to recover such increased costs through increases in the prices for our products and services, due to one or more of general economic conditions, competitive conditions or contractual provisions in our client contracts. For example, when federal, state, foreign or local minimum wage rates increase, we may have to increase the wages of both minimum wage employees and employees whose wages are above the minimum wage. We may also face increased operating costs if federal, state or local laws and regulations regarding the classification of employees and/or their eligibility for overtime changes. Oil and natural gas prices have fluctuated significantly in the last several years. Substantial increases in the cost of fuel and utilities have historically resulted in substantial cost increases in our uniform rental business, and to a lesser extent in our food and support services segments. From time to time we have experienced increases in our food costs. While we believe a portion of these increases were attributable to fuel prices, we believe the increases also resulted from rising global food demand and the increased production of biofuels such as ethanol. In addition, food prices can fluctuate as a result of temporary changes in supply, including as a result of incidences of severe weather such as droughts, heavy rains and late freezes. We have two main types of contract in our food and facilities business: profit and loss contracts in which we bear all of the expenses of the contract but gain the benefit of the sales, and client interest contracts in which our clients share some or all of the expenses and gain some or all of the sales. Approximately 73% of our food and support services sales in fiscal 2015 are from profit and loss contracts under which we have limited ability to pass on cost increases to our clients. Therefore, in many cases, we will have to absorb any cost increases, which may adversely impact our operating results.
The amount of risk that we bear and our profit potential vary depending on the type of contract under which we provide food and support services. We may be unable to fully recover costs on contracts that limit our ability to increase prices. In addition, we provide many of our services under contracts of indefinite term, which are subject to termination on short notice by either party without cause. Some of our profit and loss and client interest contracts contain minimum guaranteed remittances to our client regardless of our sales or profit at the facility. If sales do not exceed costs under a contract that contains minimum guaranteed commissions, we will bear any losses which are incurred, as well as the guaranteed commission. Generally, our contracts also limit our ability to raise prices on the food, beverages and merchandise we sell within a particular facility without the client’s consent. In addition, some of our contracts exclude certain events or products from the scope of the contract, or give the client the right to modify the terms under which we may operate at certain events. The payment of guaranteed commissions or other guaranteed amounts to a client under a profit and loss contract that is not profitable, the refusal by individual clients to permit the sale of some products at their venues, the imposition by clients of limits on prices which are not economically feasible for us, or decisions by clients to curtail their use of the services we provide could adversely affect our sales and results of operations. For example, during the recent economic downturn, certain of our business & industry clients curtailed their employees’ use of catering, which had a negative effect on our sales and profits.
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Our inability to achieve cost savings through our cost reduction efforts could impact our results of operations.
The achievement of the goals we set in our plans and our future financial performance is dependent, in part, on our efforts to reduce our cost structure through various cost reduction initiatives. Successful execution of our cost reduction initiatives is not assured and there are several obstacles to success, including our ability to enable the information technology and business process required for these efforts, as well as the timing of the transition to our business services center. In addition, there can be no assurance that our efforts, if properly executed, will result in our desired outcome of improved financial performance.
Our expansion strategy involves risks.
We may seek to acquire companies or interests in companies or enter into joint ventures that complement our business, and our inability to complete acquisitions, integrate acquired companies successfully or enter into joint ventures may render us less competitive. At any given time, we may be evaluating one or more acquisitions or engaging in acquisition negotiations. We cannot be sure that we will be able to continue to identify acquisition candidates or joint venture partners on commercially reasonable terms or at all. If we make acquisitions, we also cannot be sure that any benefits anticipated from the acquisitions will actually be realized. Likewise, we cannot be sure that we will be able to obtain necessary financing for acquisitions. Such financing could be restricted by the terms of our debt agreements or it could be more expensive than our current debt. The amount of such debt financing for acquisitions could be significant and the terms of such debt instruments could be more restrictive than our current covenants. In addition, our ability to control the planning and operations of our joint ventures and other less than majority-owned affiliates may be subject to numerous restrictions imposed by the joint venture agreements and majority stockholders. Our joint venture partners may also have interests which differ from ours.
The process of integrating acquired operations into our existing operations may result in operating, contract and supply chain difficulties, such as the failure to retain clients or management personnel and problems coordinating technology and supply chain arrangements. Also, in connection with any acquisition, we could fail to discover liabilities of the acquired company for which we may be responsible as a successor owner or operator in spite of any investigation we make prior to the acquisition. In addition, labor laws in certain countries may require us to retain more employees than would otherwise be optimal from entities we acquire. Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives. The diversion of management attention, particularly in a difficult operating environment, may affect our sales. Similarly, our business depends on effective information technology systems and implementation delays or poor execution of the integration of different information technology systems could disrupt our operations and increase costs. Possible future acquisitions could result in the incurrence of additional debt and related interest expense or contingent liabilities and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results and/or cash flow. In addition, goodwill resulting from business combinations represents a significant portion of our assets. If the goodwill were deemed to be impaired, we would need to take a charge to earnings to write down the goodwill to its fair value.
A failure to maintain food safety throughout our supply chain and food-borne illness concerns may result in reputational harm and claims of illness or injury that could adversely affect us.
Food safety is a top priority for us and we dedicate substantial resources to ensuring that our consumers enjoy safe, quality food products. Claims of illness or injury relating to food quality or food handling are common in the food service industry, and a number of these claims may exist at any given time. Because food safety issues could be experienced at the source or by food suppliers or distributors, food safety could, in part, be out of our control. Regardless of the source or cause, any report of food-borne illness or other food safety issues such as food tampering or contamination at one of our locations could adversely impact our reputation, hindering our ability to renew contracts on favorable terms or to obtain new business, and have a negative impact on our sales. Even instances of food-borne illness, food tampering or contamination at a location served by one of our competitors could result in negative publicity regarding the food service industry generally and could negatively impact our sales. Future food safety issues may also from time to time disrupt our business. In addition, product recalls or health concerns associated with food contamination may also increase our raw materials costs.
Laws and governmental regulations relating to food and beverages may subject us to significant liability.
The laws and regulations relating to each of our food and support services segments are numerous and complex. A variety of laws and regulations at various governmental levels relating to the handling, preparation and serving of food (including, in some cases, requirements relating to the temperature of food), and the cleanliness of food production facilities and the hygiene of food-handling personnel are enforced primarily at the local public health department level. There can be no assurance that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations. Furthermore, legislation and regulatory attention to food safety is very high. Additional or amended laws or regulations in this area may significantly increase the cost of compliance or expose us to liabilities.
We serve alcoholic beverages at many facilities, and must comply with applicable licensing laws, as well as state and local service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to certain persons, such as an individual who is visibly intoxicated or a minor. If we violate dram shop laws, we may be liable to the
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patron and/or third parties for the acts of the patron. Although we sponsor regular training programs designed to minimize the likelihood of such a situation and to take advantage of certain safe harbors and affirmative defenses established for the benefit of alcoholic beverages service providers, we cannot guarantee that visibly intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us. There can be no assurance that additional laws or regulations in this area would not limit our activities in the future or significantly increase the cost of regulatory compliance. We must also obtain and comply with the terms of licenses in order to sell alcoholic beverages in the states in which we serve alcoholic beverages. Some of our contracts require us to pay liquidated damages during any period in which the liquor license for the facility is suspended as a result of our actions, and most contracts are subject to termination if the liquor license for the facility is lost as a result of our actions.
If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business.
We are subject to governmental regulation at the federal, state, international, national, provincial and local levels in many areas of our business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, food safety, labeling and sanitation laws, governmentally funded entitlement programs and cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service laws.
From time to time, governmental agencies have conducted reviews and audits of certain of our practices as part of routine investigations of providers of services under government contracts, or otherwise. Like others in our business, we also receive requests for information from government agencies in connection with these reviews and audits. While we attempt to comply with all applicable laws and regulations, there can be no assurance that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations.
If we fail to comply with applicable laws and regulations, including those referred to above, we may be subject to investigations, criminal sanctions or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, disgorgements or debarments from government contracts or the loss of liquor licenses. The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on our business and results of operations. In addition, government agencies may make changes in the regulatory frameworks within which we operate that may require either the corporation as a whole or individual businesses to incur substantial increases in costs in order to comply with such laws and regulations.
Changes in, new interpretations of or changes in the enforcement of the governmental regulatory framework may affect our contracts and contract terms and may reduce our sales or profits.
A portion of our sales, estimated to be approximately 13.0% in fiscal 2015, is derived from business with U.S. federal, state and local governments and agencies. Changes or new interpretations in, or changes in the enforcement of, the statutory or regulatory framework applicable to services provided under government contracts or bidding procedures, including an adverse change in government spending policies or appropriations, budget priorities or revenue levels, particularly by our food and support services businesses, could result in fewer new contracts or contract renewals, modifications to the methods we apply to price government contracts, or in contract terms of shorter duration than we have historically experienced. Any of these changes could result in lower sales or profits than we have historically achieved, which could have an adverse effect on our results of operations.
Environmental regulations may subject us to significant liability and limit our ability to grow.
We are subject to various environmental protection laws and regulations, including the U.S. Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar federal, state and local statutes and regulations governing the use, management, and disposal of chemicals and hazardous materials. In particular, industrial laundries in our uniform rental business use certain detergents and cleaning chemicals to launder garments and other merchandise. The residues from such detergents and chemicals and residues from soiled garments and other merchandise laundered at our facilities may result in potential discharges to air and to water (through sanitary sewer systems and publicly owned treatment works) and may be contained in waste generated by our wastewater treatment systems.
Our industrial laundries are subject to certain volume and chemical air and water pollution discharge limits, monitoring, permitting and recordkeeping requirements.
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We own or operate aboveground and underground storage tank systems at some locations to store petroleum products for use in our or our clients’ operations. Certain of these storage tank systems also are subject to performance standards, periodic monitoring, and recordkeeping requirements. We also may use and manage chemicals and hazardous materials in our operations from time to time. In the course of our business, we may be subject to penalties and fines for non-compliance with environmental protection laws and regulations and we may settle, or contribute to the settlement of, actions or claims relating to the management of underground storage tanks and the handling and disposal of chemicals or hazardous materials. We may, in the future, be required to expend material amounts to rectify the consequences of any such events.
In addition, changes to environmental laws may subject us to additional costs or cause us to change aspects of our business. Under U.S. federal and state environmental protection laws, as an owner or operator of real estate we may be liable for the costs of removal or remediation of certain hazardous materials located on or in or migrating from our owned or leased property or our client’s properties, as well as related costs of investigation and property damage, without regard to our fault, knowledge, or responsibility for the presence of such hazardous materials. There can be no assurance that locations that we own, lease or otherwise operate, either for ourselves or for our clients, or that we may acquire in the future, 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 us under such laws or expose us to third-party actions such as tort suits. In addition, such regulations may limit our ability to identify suitable sites for new or expanded facilities. In connection with our present or past operations and the present or past operations of our predecessors or companies that we have acquired, hazardous substances may migrate from properties on which we operate or which were operated by our predecessors or companies we acquired to other properties. We may be subject to significant liabilities to the extent that human health is adversely affected or the value of such properties is diminished by such migration.
Our international business faces risks different from those we face in the United States that could have an effect on our results of operations and financial condition.
A significant portion of our sales is derived from international business. During fiscal 2015, approximately 20% of our sales were generated outside of North America. We currently have a presence in 19 countries outside of the United States and Canada with approximately 89,000 personnel. Our international operations are subject to risks that are different from those we face in the United States, including the requirement to comply with changing, conflicting and unclear national and local regulatory requirements; Foreign Corrupt Practices Act, U.K. Bribery Act and other anti-corruption law compliance matters; potential difficulties in staffing and labor disputes; differing local labor laws; managing and obtaining support and distribution for local operations; credit risk or financial condition of local clients; potential imposition of restrictions on investments; potentially adverse tax consequences, including imposition or increase of withholding, VAT and other taxes on remittances and other payments by subsidiaries; foreign exchange controls; and local political and social conditions. In addition, the operating results of our non-U.S. subsidiaries are translated into U.S. dollars and those results are affected by movements in foreign currencies relative to the U.S. dollar.
We intend to continue to develop our business in emerging countries over the long term. Emerging international operations present several additional risks, including greater fluctuation in currencies relative to the U.S. dollar; economic and governmental instability; civil disturbances; volatility in gross domestic production; and nationalization and expropriation of private assets.
There can be no assurance that the foregoing factors will not have a material adverse effect on our international operations or on our consolidated financial condition and results of operations.
Continued or further unionization of our workforce may increase our costs and work stoppages could damage our business.
Approximately 39,600 employees in our North America operations are represented by unions and covered by collective bargaining agreements. The continued or further unionization of a significantly greater portion of our workforce could increase our overall costs at the affected locations and adversely affect our flexibility to run our business in the most efficient manner to remain competitive or acquire new business. In addition, any significant increase in the number of work stoppages at our various operations could adversely affect our business, financial condition or results of operations.
We may incur significant liability as a result of our participation in multiemployer defined benefit pension plans.
We operate at several locations under collective bargaining agreements. Under some of these agreements, we are obligated to contribute to multiemployer defined benefit pension plans. As a contributing employer to such plans, should we trigger either a “complete” or a “partial withdrawal,” we would be subject to withdrawal liability (or partial withdrawal liability) for our proportionate share of any unfunded vested benefits. In addition, if a multiemployer defined benefit pension plan fails to satisfy the minimum funding standards, we could be liable to increase our contributions to meet minimum funding standards. Also, if a participating employer withdraws from the plan or experiences financial difficulty, including bankruptcy, our obligation could increase. The financial status of certain of the plans to which we contribute has deteriorated in the recent past and continues to deteriorate. In addition, any increased funding obligations for underfunded multiemployer defined benefit pension plans could have an adverse financial impact on us.
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Risks associated with the suppliers from whom our products are sourced could adversely affect our results of operations.
The raw materials we use in our business and the finished products we sell are sourced from a wide variety of domestic and international suppliers. We seek to require our suppliers to comply with applicable laws and otherwise be certified as meeting our supplier standards of conduct. Our ability to find qualified suppliers who meet our standards, and to access raw materials and finished products in a timely and efficient manner is a challenge, especially with respect to suppliers located and goods sourced outside the United States. In addition, insolvency experienced by suppliers could make it difficult for us to source the items we need to run our business. Political and economic stability in the countries in which foreign suppliers are located, the financial stability of suppliers, suppliers’ failure to meet our supplier standards, labor problems experienced by our suppliers, the availability of raw materials to suppliers, currency exchange rates, transport availability and cost, inflation and other factors relating to the suppliers and the countries in which they are located are beyond our control. In addition, United States foreign trade policies, tariffs and other impositions on imported goods, trade sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control. In addition, if one of our suppliers were to violate the law, our reputation may be harmed simply due to our association with that supplier. These and other factors affecting our suppliers and our access to raw materials and finished products could adversely affect our results of operations.
In fiscal 2015, one distributor distributed approximately 57% of our food and non-food products in the United States and Canada, and if our relationship or their business were to be disrupted, we could experience disruptions to our operations and cost structure.
Although we negotiate the pricing and other terms for the majority of our purchases of food and related products in the U.S. and Canada directly with national manufacturers, we purchase these products and other items through Sysco Corporation and other distributors. Sysco, the main U.S. and Canadian distributor of our food and non-food products, and other distributors are responsible for tracking our orders and delivering products to our specific locations. If our relationship with, or the business of, Sysco were to be disrupted, we would have to arrange alternative distributors and our operations and cost structure could be adversely affected in the short term. Similarly, a sudden termination of the relationship with a significant provider in other geographic areas could in the short term adversely affect our ability to provide services and disrupt our client relationships in such areas.
Our business may suffer if we are unable to hire and retain sufficient qualified personnel or if labor costs increase.
From time to time, we have had difficulty in hiring and retaining qualified management personnel, particularly at the entry management level. We will continue to have significant requirements to hire such personnel. In the past, at times when the United States or other geographic regions have periodically experienced reduced levels of unemployment, there has been a shortage of qualified workers at all levels. Given that our workforce requires large numbers of entry level and skilled workers and managers, low levels of unemployment when such conditions exist or mismatches between the labor markets and our skill requirements can compromise our ability in certain areas of our businesses to continue to provide quality service or compete for new business. We also regularly hire a large number of part-time and seasonal workers, particularly in our food and support services segments. Any difficulty we may encounter in hiring such workers could result in significant increases in labor costs, which could have a material adverse effect on our business, financial condition and results of operations. Competition for labor has at times resulted in wage increases in the past and future competition could substantially increase our labor costs. Due to the labor intensive nature of our businesses and the fact that 73% of our food and support services segments’ sales are from profit and loss contracts under which we have limited ability to pass along cost increases, a shortage of labor or increases in wage levels in excess of normal levels could have a material adverse effect on our results of operations.
Healthcare reform legislation could have an impact on our business.
During 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 were signed into law in the United States. Certain of the provisions that have increased our healthcare costs include the removal of annual plan limits, the mandate that health plans provide 100% coverage on expanded preventative care and new eligibility rules, which cover more variable hour employees than we have done in the past. While much of the cost of the recent healthcare legislation enacted will occur after 2015 due to provisions of the legislation being delayed and phased in over time, such as the excise tax on high cost coverage, changes to our healthcare cost structure could have an adverse impact on our business and operating costs.
Our business is contract intensive and may lead to client disputes.
Our business is contract intensive and we are parties to many contracts with clients all over the world. Our client interest contracts provide that client billings, and for some contracts the sharing of profits and losses, are based on our determinations of costs of service. Contract terms under which we base these determinations and, for certain government contracts, regulations governing our cost determinations, may be subject to differing interpretations which could result in disputes with our clients from time to time. Clients generally have the right to audit our contracts, and we periodically review our compliance with contract terms and provisions. If clients were to dispute our contract determinations, the resolution of such disputes in a manner
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adverse to our interests could negatively affect sales and operating results. While we do not believe any reviews, audits or other such matters should result in material adjustments, if a large number of our client arrangements were modified in response to any such matter, the effect could be materially adverse to our business or results of operations.
Our operations are seasonal and quarter to quarter comparisons may not be a good indicator of our performance.
In our first and second fiscal quarters, within the FSS North America segment, there historically has been a lower level of sales to sports and leisure clients, which is partly offset by increased activity in educational operations. In our third and fourth fiscal quarters, there historically has been a significant increase in sales to sports and leisure clients, which is partially offset by the effect of summer recess in educational operations. For these reasons, a quarter to quarter comparison is not a good indication of our performance or how we will perform in the future.
Our operations and reputation may be adversely affected by disruptions to or breaches of our information security systems or if our data is otherwise compromised.
We are increasingly utilizing information technology systems to enhance the efficiency of our business. We maintain confidential, proprietary and personal information about, or on behalf of, our potential, current and former clients, customers, employees and other third parties in these systems or engage third parties in connection with storage and processing of this information. Our systems and the systems of our vendors are subject to damage or interruption from power outages, computer or telecommunication failures, computer viruses and catastrophic events. These systems are also vulnerable to an increasing threat of rapidly evolving cyber-based attacks, including malicious software, attempts to gain unauthorized access to data and other electronic security breaches. The development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite our efforts and the efforts of our vendors, the possibility of risks described above, particularly cyber-based attacks, cannot be eliminated entirely, and each of these risks remain. In addition, we provide confidential, proprietary and personal information to third parties when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this information, there is a risk the confidentiality of data held by third parties may be compromised. In addition, data and security breaches can also occur as the result of non-technical issues, including intentional or inadvertent breach by our employees or others with whom we have a relationship. Any damage to, or compromise or breach of our systems or the systems of our vendors could impair our ability to conduct our business, and result in a violation of applicable privacy and other laws, significant legal and financial exposure, including litigation and other potential liability, and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation as a brand, business partner or an employer.
Failure to achieve and maintain effective internal controls could adversely affect our business and stock price.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. While we continue to evaluate our internal controls, we cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our common stock.
Risks Related to Our Indebtedness
Our leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industries, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations.
We are highly leveraged. As of October 2, 2015, our outstanding indebtedness was $5,293.7 million. We also had additional availability of $643.5 million under our revolving credit facility at that date.
This degree of leverage could have important consequences, including:
• | exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities and our receivables facility, are at variable rates of interest; |
• | making it more difficult for us to make payments on our indebtedness; |
• | increasing our vulnerability to general economic and industry conditions; |
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• | requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities; |
• | restricting us from making strategic acquisitions or causing us to make non-strategic divestitures; |
• | limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and |
• | limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged. |
We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indenture governing our senior notes. If new indebtedness is added to our current debt levels, the related risks that we now face could increase.
If our financial performance were to deteriorate, we may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. While we believe that we currently have adequate cash flows to service our indebtedness, if our financial performance were to deteriorate significantly, we might be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If, due to such a deterioration in our financial performance, our cash flows and capital resources were to be insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, if we were required to raise additional capital in the current financial markets, the terms of such financing, if available, could result in higher costs and greater restrictions on our business. In addition, although a significant amount of our long-term borrowings do not mature until 2019 and later, if we were to need to refinance our existing indebtedness, the conditions in the financial markets at that time could make it difficult to refinance our existing indebtedness on acceptable terms or at all. If such alternative measures proved unsuccessful, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit agreement and the indenture governing our senior notes restrict our ability to dispose of assets and use the proceeds from any disposition of assets and to refinance our indebtedness. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
Our debt agreements contain restrictions that limit our flexibility in operating our business.
Our senior secured credit agreement and the indenture governing our senior notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:
• | incur additional indebtedness, refinance or restructure indebtedness or issue certain preferred shares; |
• | pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on our notes, repurchase or redeem our notes or make other restricted payments; |
• | make certain investments; |
• | sell certain assets; |
• | create liens; |
• | consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and |
• | enter into certain transactions with our affiliates. |
In addition, our senior secured revolving credit facility requires us to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and in the event of a significant deterioration of our financial performance, there can be no assurance that we will satisfy those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon our failure to maintain compliance with these covenants that is not waived by the lenders under the revolving credit facility, the lenders under the senior secured credit facilities could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit under such facilities. If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral
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granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit agreement. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, there can be no assurance that we will have sufficient assets to repay those borrowings, as well as our unsecured indebtedness. If our senior secured indebtedness was accelerated by the lenders as a result of a default, our senior notes may become due and payable as well. Any such acceleration may also constitute an amortization event under our receivables facility, which could result in the amount outstanding under that facility becoming due and payable.
Risks Related to Ownership of Our Common Stock
Our share price may change significantly, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
We completed our initial public offering on December 17, 2013. Since our initial public offering, the trading price of our common stock, as reported by the NYSE, has been and is likely to continue to be volatile and could fluctuate due to a number of factors such as those listed in “—Risks Related to Our Business” and the following, some of which are beyond our control:
• | quarterly variations in our results of operations; |
• | results of operations that vary from the expectations of securities analysts and investors; |
• | results of operations that vary from those of our competitors; |
• | changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors; |
• | announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments; |
• | announcements by third parties of significant claims or proceedings against us; |
• | future sales of our common stock; |
• | general domestic and international economic conditions; and |
• | unexpected and sudden changes in senior management. |
Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.
There can be no assurance that we will continue to pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.
Payment of cash dividends on our common stock is subject to our compliance with applicable law and depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, business prospects and other factors that our board of directors may deem relevant. Our senior secured credit facilities and the indenture governing our senior notes contain, and the terms of any future indebtedness we or our subsidiaries incur may contain, limitations on our ability to pay dividends. For more information, see Item 5. "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividends.” Although we have paid cash dividends in the past, there can be no assurance that we will continue to pay any dividend in the future.
Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.
These provisions provide for, among other things:
• | the ability of our board of directors to issue one or more series of preferred stock; |
• | advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; |
• | certain limitations on convening special stockholder meetings; |
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• | the removal of directors only upon the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class; and |
• | that certain provisions may be amended only by the affirmative vote of the holders of at least 75% in voting power of all the then-outstanding common stock of the company entitled to vote thereon, voting together as a single class. |
These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our amended and restated certificate of incorporation provides that, with certain limited exceptions, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Company owed to us or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any director or officer of the Company arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
If securities or industry research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, our share price and trading volume could decline.
The trading market for our common stock relies in part on the research and reports that securities and industry research analysts
publish about us, our industry, our competitors and our business. We do not have any control over these analysts. Our share
price and trading volumes could decline if one or more securities or industry analysts downgrade our common stock, issue
unfavorable commentary about us, our industry or our business, cease to cover our company or fail to regularly publish reports
about us, our industry or our business.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 2. Properties
Our principal executive offices are leased at Aramark Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. Our principal real estate is primarily comprised of Uniform facilities. As of October 2, 2015, we operated 252 service facilities in our Uniform segment, consisting of industrial laundries, cleanroom laundries, warehouses, distribution centers, satellites, depots, and stand alone garages that are located in 41 states, Mexico, Canada and Puerto Rico. Of these, approximately 50% are leased and approximately 50% are owned. In addition, we operate two cutting and sewing plants in Mexico. We own 10 buildings that we use in our FSS North America segment, including two office buildings, two hotels and several office/warehouse spaces, and we lease 95 premises, consisting of offices, office/warehouses and distribution centers. In addition, we own a distribution center, two offices and five other properties and lease 119 facilities throughout the world that we use in our FSS International segment. We also maintain other real estate and leasehold improvements, which we use in the Uniform and FSS segments. No individual parcel of real estate owned or leased is of material significance to our total assets.
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Item 3. Legal Proceedings
Our business is subject to various federal, state and local laws and regulations governing, among other things, the generation, handling, storage, transportation, treatment and disposal of water wastes and other substances. We engage in informal settlement discussions with federal, state, local and foreign authorities regarding allegations of violations of environmental laws in connection with our operations or businesses conducted by our predecessors or companies that we have acquired, the aggregate amount of which and related remediation costs we do not believe should have a material adverse effect on our financial condition or results of operations.
From time to time, the Company and its subsidiaries are party to various legal actions, proceedings and investigations involving claims incidental to the conduct of their business, including those brought by clients, consumers, employees, government entities and third parties under, among others, federal, state, international, national, provincial and local employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service laws, or alleging negligence and/or breaches of contractual and other obligations. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions, proceedings or investigations are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or cash flows.
Item 4. Mine Safety Disclosures
Not Applicable.
______________________________________
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Executive Officers of the Registrant
Our executive officers as of November 30, 2015 are as follows:
Name | Age | Position | With Aramark Since | |||
Eric J. Foss | 57 | Chairman, President and Chief Executive Officer | 2012 | |||
Stephen P. Bramlage, Jr. | 45 | Executive Vice President and Chief Financial Officer | 2015 | |||
Christian Dirx | 44 | Vice President and Treasurer | 2015 | |||
Lynn B. McKee | 60 | Executive Vice President, Human Resources | 1980 | |||
Christina T. Morrison | 48 | Senior Vice President, Finance | 2013 | |||
Joseph Munnelly | 51 | Senior Vice President, Controller and Chief Accounting Officer | 2007 | |||
Stephen R. Reynolds | 57 | Executive Vice President, General Counsel and Secretary | 2012 | |||
Eric J. Foss has been our Chairman of the Board since February 2015 and our President and Chief Executive Officer since May 2012. Before joining us, Mr. Foss served as Chief Executive Officer of Pepsi Beverages Company from February 2010 until December 2011. Prior to that Mr. Foss served as Chairman and Chief Executive Officer of The Pepsi Bottling Group from 2008 until 2010; President and Chief Executive Officer from 2006 until 2007; and Chief Operating Officer from 2005 until 2006. Mr. Foss serves on the board of CIGNA Corporation and previously served on the board of UDR, Inc.
Stephen P. Bramlage, Jr. was appointed Executive Vice President and Chief Financial Officer in April 2015. Prior to joining us Mr. Bramlage served as Senior Vice President and Chief Financial Officer of Owens-Illinois, Inc. from June 2012 to March 2015. Prior to that, he served as President of Owens-Illinois Asia Pacific from August 2011 to June 2012; General Manager of Owens-Illinois New Zealand from August 2010 to July 2011; Vice President of Finance of Owens-Illinois, Inc. from March 2008 to July 2010; Vice President and Chief Financial Officer of Owens-Illinois Europe in 2008; and Vice President and Treasurer of Owens-Illinois, Inc. from 2006 to 2008. In addition to his current duties, Mr. Bramlage has temporarily assumed the duties of principal accounting officer as a result of an extended medical leave by the Company’s Controller and Chief Accounting Officer.
Christian Dirx was appointed Vice President and Treasurer in June 2015. Before joining us Mr. Dirx served as Vice President, Treasury for Wyndham Worldwide Corporation from February 2012 until June 2015. From October 2010 to February 2012, Mr. Dirx served as Senior Vice President, Treasurer, at Ports America, Inc., a High Star Capital portfolio company. Prior to October 2010, Mr. Dirx served in a number of financial leadership roles at Marriott International, Inc.
Lynn B. McKee was appointed Executive Vice President, Human Resources in May 2004. From August 2012 to August 2013, Ms. McKee served as Executive Vice President, Human Resources and Communications. From January 2004 to May 2004, Ms. McKee served as our Senior Vice President of Human Resources and from September 2001 to December 2003, she served as Senior Vice President of Human Resources for our Food and Support Services Group. From August 1998 to August 2001, she served as our Staff Vice President, Executive Development and Compensation. Ms. McKee serves on the board of directors of Bryn Mawr Bank Co.
Christina Morrison was appointed Senior Vice President, Finance in June 2013. Before joining us, Ms. Morrison served as Senior Vice President, Business and Financial Planning of Merck & Co., Inc. from November 2009 to June 2013. Prior to that, Ms. Morrison served as Senior Vice President, Chief Financial Officer of Wyeth Pharmaceuticals from July 2007 to October 2009 and as Vice President, U.S. Chief Financial Officer from 2005 to 2007; she served as Wyeth’s Vice President, New Business, Women’s Health Care from 2004 to 2005. From 2003 to 2004 Ms. Morrison was Executive Director, Strategic Planning of The Rouse Company. From 1989 to 2002 Ms. Morrison served in various capacities at Deutsche Bank’s Mergers and Acquisitions and Health Care Groups.
Joseph Munnelly was appointed Controller and Chief Accounting Officer effective March 2008 after serving as our Senior Vice President and Deputy Controller beginning in September 2007. Prior to joining us, Mr. Munnelly served as Vice President and Corporate Controller at Unisys Corporation, a worldwide information technology services and solutions company, since 2005. Prior to that, he served as a partner at KPMG LLP in the Audit and Risk Advisory Services Practice. Prior to his tenure at KPMG, he spent 16 years with Arthur Andersen LLP, most recently as a partner in the Audit and Business Advisory practice.
Stephen R. Reynolds was appointed Executive Vice President, General Counsel and Secretary in September 2012. Before joining us, Mr. Reynolds was an executive with Alcatel-Lucent for seven years, having most recently served as Senior Vice President and General Counsel from January 2006 to August 2012.
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PART II
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market Information
Shares of our common stock began trading on December 12, 2013 and are quoted on the New York Stock Exchange (“NYSE”) under the ticker symbol “ARMK.” Prior to that date, there was no public market for our common stock. As of November 27, 2015, there were approximately 371 holders of record of our outstanding common stock. This does not include persons who hold our common stock in nominee or “street name” accounts through brokers or banks. The following table sets forth the high and low closing sales prices per share of our common stock during the periods indicated and the amount of cash dividends declared per share:
Calendar Period | High | Low | Cash Dividend Declared Per Share | |||||||||
Quarter ended January 2,2015 | $ | 31.43 | $ | 25.03 | $ | 0.08625 | ||||||
Quarter ended April 3, 2015 | $ | 32.70 | $ | 29.63 | $ | 0.08625 | ||||||
Quarter ended July 3, 2015 | $ | 32.35 | $ | 30.26 | $ | 0.08625 | ||||||
Quarter ended October 2, 2015 | $ | 33.78 | $ | 28.09 | $ | 0.08625 | ||||||
Dividends
The Company declared quarterly cash dividends of $0.08625 per share to all common stockholders of record at the close of business on November 25, 2014, February 17, 2015, May 20, 2015 and August 18, 2015, which were paid on December 16, 2014, March 9, 2015, June 9, 2015 and September 8, 2015, respectively. The Company declared quarterly cash dividends of $0.075 to all common stockholders of record at the close of business on February 18, 2014, May 19, 2014 and August 19, 2014, which were paid on March 11, 2014, June 9, 2014 and September 9, 2014, respectively. On November 17, 2015, the Company declared a cash dividend of $0.095 per share of common stock, payable on December 9, 2015, to shareholders of record on the close of business on November 30, 2015.
We intend to continue to pay cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements, business prospects and other factors that our Board of Directors may deem relevant. However, the payment of any future dividends will be at the discretion of our Board of Directors and our Board of Directors may, at any time, determine not to continue to declare quarterly dividends.
Our ability to pay dividends depends on our receipt of cash dividends from our main operating subsidiary, Aramark Services, Inc., formerly known as ARAMARK Corporation, which may further restrict our ability to pay dividends as a result of covenants under any existing and future outstanding indebtedness of Aramark Services, Inc. In particular, the ability of Aramark Services, Inc. to distribute cash to the Company to pay dividends is limited by covenants in Aramark Services, Inc.’s Amended and Restated Credit Agreement dated as of February 24, 2014, as amended from time to time, and the indenture governing Aramark Services, Inc.'s 5.75% Senior Notes due 2020. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of the restrictions on our ability to pay dividends and Note 5 to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Stock Price Performance
This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Aramark under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison from December 12, 2013 (the date our common stock commenced trading on the New York Stock Exchange) through October 2, 2015 of the cumulative total return for our common stock, The Standard & Poor’s (“S&P”) 500 Stock Index and The Dow Jones Consumer Non-Cyclical Index. The graph assumes that $100 was invested in the Company’s common stock and in each index at the market close on December 12, 2013 and assumes that all dividends were reinvested. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
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December 12, 2013 | October 3, 2014 | October 2, 2015 | |||||||||
Aramark | $100.0 | $133.3 | $152.2 | ||||||||
S&P 500 | $100.0 | $112.7 | $114.0 | ||||||||
Dow Jones Consumer Non-Cyclical Index | $100.0 | $107.8 | $122.9 | ||||||||
Unregistered Sales of Equity Securities
There were no unregistered sales of equity securities during the fiscal year ended October 2, 2015 which have not been previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K.
Purchases of Equity Securities by the Issuer
The table below summarizes our stock repurchases for the fourth quarter of fiscal year 2015:
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||
July 4, 2015 - July 31, 2015 | — | — | — | — | ||||||||
August 1, 2015 - August 28, 2015 | 1,500,000(1) | $ 32.30(1) | — | — | ||||||||
August 29, 2015 - October 2, 2015 | — | — | — | — | ||||||||
(1) On August 17, 2015, in connection with a secondary offering conducted by certain stockholders of the Company (the "Selling Stockholders"), the Company entered into a share repurchase agreement with the Selling Stockholders. Concurrent with the closing of the Secondary Offering on August 21, 2015, the Company purchased 1,500,000 shares from the Selling Stockholders pursuant to the share repurchase agreement at a price of $32.30 per share, which was equal to the price at which the underwriter engaged by the Selling Stockholders purchased the shares in the secondary offering.
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Item 6. Selected Consolidated Financial Data
The following table presents selected consolidated financial data. This information should be read in conjunction with the audited consolidated financial statements and the related notes thereto, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Risk Factors, each included elsewhere herein.
(dollars in millions, except per share amounts) | Fiscal Year Ended on or near September 30(1) | |||||||||||||||||||
2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
Income Statement Data: | ||||||||||||||||||||
Sales | $ | 14,329.1 | $ | 14,832.9 | $ | 13,945.7 | $ | 13,505.4 | $ | 13,082.4 | ||||||||||
Depreciation and amortization | 504.0 | 521.6 | 542.1 | 529.2 | 510.5 | |||||||||||||||
Operating income | 627.9 | 564.6 | 514.4 | 581.8 | 547.1 | |||||||||||||||
Interest and other financing costs, net | 285.9 | 334.9 | 423.8 | 456.8 | 451.1 | |||||||||||||||
Income from continuing operations(2) | 237.0 | 149.5 | 71.4 | 106.9 | 96.7 | |||||||||||||||
Net income(2) | 237.0 | 149.5 | 70.4 | 107.2 | 85.0 | |||||||||||||||
Net income attributable to Aramark stockholders | 235.9 | 149.0 | 69.4 | 103.6 | 83.8 | |||||||||||||||
Basic earnings per share attributable to Aramark stockholders | $0.99 | $0.66 | $0.34 | $0.51 | $0.41 | |||||||||||||||
Diluted earnings per share attributable to Aramark stockholders | $0.96 | $0.63 | $0.33 | $0.49 | $0.40 | |||||||||||||||
Cash dividends per common share(3) | $0.35 | $0.23 | $— | $— | $3.50 | |||||||||||||||
Ratio of earnings to fixed charges(4) | 1.9x | 1.5x | 1.2x | 1.2x | 1.1x | |||||||||||||||
Balance Sheet Data (at period end): | ||||||||||||||||||||
Total assets(5) | $ | 10,224.1 | $ | 10,455.7 | $ | 10,267.1 | $ | 10,487.4 | $ | 10,523.1 | ||||||||||
Long-term borrowings(5)(6)(7) | 5,212.3 | 5,355.8 | 5,758.2 | 5,971.3 | 6,183.1 | |||||||||||||||
Stockholders' Equity(3)(7) | 1,883.4 | 1,718.0 | 903.7 | 966.9 | 882.5 | |||||||||||||||
(1) | Our fiscal year ends on Friday nearest to September 30th. Fiscal years 2015, 2014, 2013, 2012 and 2011 refer to the fiscal years ended October 2, 2015, October 3, 2014, September 27, 2013, September 28, 2012 and September 30, 2011, respectively. Fiscal 2014 is a 53-week year. All other periods presented are 52-week years. |
(2) | On September 30, 2011, the Company completed the sale of its wholly-owned subsidiary, Galls, for approximately $75.0 million in cash. The transaction resulted in a pretax loss of approximately $1.5 million (after-tax loss of approximately $12.0 million). Galls’ results of operations have been removed from the Company’s results of continuing operations for all periods presented, where applicable. |
(3) | During fiscal 2015, the Company paid cash dividends totaling $81.9 million ($0.08625 per share during the first, second, third and fourth quarters of fiscal 2015). During fiscal 2014, the Company paid cash dividends totaling $52.2 million ($0.075 per share during the second, third and fourth quarters of fiscal 2014). During fiscal 2011, the Company paid a dividend of approximately $711 million to its stockholders. |
(4) | For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals). |
(5) | In the first quarter of fiscal 2011, the Company adopted the new authoritative accounting guidance regarding transfers of financial assets. The impact upon adoption resulted in the recognition of both the receivables securitized under the program and the borrowings they collateralize on the Consolidated Balance Sheet, which led to a $220.9 million increase in “Receivables” and “Long-Term Borrowings.” |
(6) | During fiscal 2011, the Company completed a private placement of $600 million, net of a 1% discount, in aggregate principal amount of 8.625% / 9.375% Senior Notes due 2016. During fiscal 2013, the Company completed a refinancing, repurchasing Aramark Services, Inc.’s outstanding 8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015 and the Company's 8.625% / 9.375% Senior Notes due 2016. The Company refinanced that debt with new term loan borrowings under its senior secured credit facilities and the issuance of its 5.75% Senior Notes due 2020. |
(7) | On December 17, 2013, the Company completed its initial public offering ("IPO") of 28,000,000 shares of its common stock at a price of $20.00 per share, raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the net proceeds to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility and $370.0 million on the senior secured term loan facility. |
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Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013 should be read in conjunction with Selected Consolidated Financial Data and our audited consolidated financial statements and the notes to those statements.
On December 17, 2013, Aramark (the "Company", "we", "our" and "us") completed its initial public offering ("IPO") of 28,000,000 shares of its common stock at a price of $20.00 per share. The Company's common stock trades on the New York Stock Exchange under the symbol "ARMK".
Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those set forth under "Risk Factors," "Special Note About Forward-looking Information" and "Business" sections and elsewhere in this Annual Report on Form 10-K ("Annual Report"). In the following discussion and analysis of financial condition and results of operations, certain financial measures may be considered “non-GAAP financial measures” under Securities and Exchange Commission (“SEC”) rules. These rules require supplemental explanation and reconciliation, which is provided elsewhere in this Annual Report on Form 10-K.
Overview
Aramark is a leading global provider of food, facilities and uniform services to education, healthcare, business & industry and sports, leisure and corrections clients. Our core market is North America, which is supplemented by an additional 19-country footprint. Through our established brand, broad geographic presence and approximately 265,500 employees, we anchor our business in our partnerships with thousands of education, healthcare, business, sports, leisure and corrections clients. Through these partnerships we serve millions of consumers including students, patients, employees, sports fans and guests worldwide.
We operate our business in three reportable segments:
• | Food and Support Services North America ("FSS North America") - Food, refreshment, specialized dietary and supports services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities serving the general public in the United States and Canada. |
• | Food and Support Services International ("FSS International") - Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, leisure and other facilities serving the general public. We have operations in 19 countries outside FSS North America. Our largest international operations are in the United Kingdom, Germany, Chile, China and Ireland, and in each of these countries we are one of the leading food and/or facility service providers. We also have operations in Japan through our 50% ownership of AIM Services Co., Ltd., which is a leader in providing outsourced food services in Japan. |
• | Uniform and Career Apparel ("Uniform") - Rental, sale, cleaning, maintenance and delivery of personalized uniforms and other textile items on a contract basis and direct marketing of personalized uniforms and accessories to clients in a wide range of industries in the United States, Puerto Rico, Japan and Canada, including manufacturing, transportation, construction, restaurants and hotels, healthcare and pharmaceutical industries. We supply garments, other textile and paper products and other accessories through rental and direct purchase programs to businesses, public institutions and individuals. |
Our Food and Support Services operations focus on serving clients in four principal sectors: Education, Healthcare, Business & Industry and Sports, Leisure and Corrections. Our FSS International reportable segment provides a similar range of services as those provided to our FSS North America clients and operates in the same sectors although it is more heavily weighted towards Business & Industry. In fiscal 2015, our FSS North America segment generated $9.9 billion in sales, or 69% of our total sales, our FSS International segment generated $2.9 billion in sales, or 20% of our total sales and our Uniform segment generated $1.5 billion in sales, or 11% of total sales. Administrative expenses not allocated to our three reportable segments are presented separately as corporate expenses and are not included in our segment results.
Our operating results are affected by the economic conditions being experienced in the countries in which we operate. Across all of our businesses, we continue to plan and execute both growth and productivity initiatives and continue to focus on streamlining and improving the efficiency and effectiveness of our general and administrative functions through increased standards, process improvements, and consolidation. As a result, we recorded certain costs related to these initiatives during
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fiscal 2015 and estimate that we will incur approximately an additional $40 to $50 million in fiscal 2016 in accordance with our plans (see Note 3 to our audited consolidated financial statements for more information).
Seasonality
Our sales and operating results have varied from quarter to quarter, as a result of different factors. Historically, within our FSS North America segment, there has been a lower level of activity during our first and second fiscal quarters in operations that provide services to sports and leisure clients. This lower level of activity, historically, has been partially offset during our first and second fiscal quarters by the increased activity levels in our educational operations. Conversely, historically there has been a significant increase in the provision of services to sports and leisure clients during our third and fourth fiscal quarters, which is partially offset by the effect of summer recess at colleges, universities and schools in our educational operations.
Sources of Sales
Our clients engage us, generally through written contracts, to provide our services at their locations. Depending on the type of client and service, we are paid either by our client or directly by the consumer to whom we have been provided access by our client. We typically use either profit and loss contracts or client interest contracts in our FSS North America and FSS International segments. These contracts differ in their provision for the amount of financial risk we bear and, accordingly, the potential compensation, profits or fees we may receive. Under profit and loss contracts, we receive all of the revenue from, and bear all of the expenses of, the provision of our services at a client location. For fiscal 2015, approximately 73% of our FSS North America and FSS International sales were derived from profit and loss contracts. Client interest contracts include management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or operating costs. Some management fee contracts entitle us to receive incentive fees based upon our performance under the contract, as measured by factors such as sales, operating costs and customer satisfaction surveys. For fiscal 2015, approximately 27% of our FSS North America and FSS International sales were derived from client interest contracts.
For our Uniform segment, we typically serve our rental clients under written service contracts for an initial term of three to five years. As the majority of our clients purchase on a recurring basis, our backlog of orders at any given time consists principally of orders in the process of being filled. With the exception of certain governmental bid business, most of our direct marketing business is conducted under invoice arrangement with repeat clients. To a large degree, our direct marketing business is relationship-driven. While we have long-term relationships with our larger clients, we generally do not have contracts with these clients.
Costs and Expenses
Our costs and expenses are comprised of cost of services provided, depreciation and amortization and selling and general corporate expenses. Cost of services provided consists of direct expenses associated with our operations, which includes food costs, wages, other labor-related expenses (including workers' compensation, state unemployment insurance and federal or state mandated health benefits and other healthcare costs), insurance, fuel, utilities, piece goods and clothing and equipment. Depreciation and amortization expenses mainly relate to assets used in generating sales. Selling and general corporate expenses include sales commissions, marketing, share-based compensation and other costs related to administrative functions including finance, legal, human resources and information technology.
Interest and Other Financing Costs, net
Interest and other financing costs, net relates primarily to interest expense on long-term borrowings. Interest and other financing costs, net also includes third-party costs associated with long-term borrowings that were capitalized as deferred financing costs and are being amortized over the term of the borrowing.
Provision for Income Taxes
The provision for income taxes represents federal, foreign, state and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax rates in foreign jurisdictions, tax credits and certain nondeductible expenses. Our effective tax rate will change from quarter to quarter based on recurring and nonrecurring factors including, but not limited to, the geographical mix of earnings, state and local income taxes, tax audit settlements, the effect of various global tax strategies and enacted tax legislation, including certain business tax credits. Changes in judgment due to the evaluation of new information resulting in the recognition, derecognition or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change.
Foreign Currency Fluctuations
The impact from foreign currency translation assumes constant foreign currency exchange rates based on the rates in effect for the current year period being used in translation for the comparable prior year period. We believe that providing the impact of
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fluctuations in foreign currency rates on certain financial results can facilitate analysis of period-to-period comparisons of business performance.
Fiscal Year
Our fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest to September 30th. The fiscal years ended October 2, 2015 and September 27, 2013 were each fifty-two week periods and the fiscal year ended October 3, 2014 was a fifty-three week period.
Results of Operations
Fiscal 2015 Compared to Fiscal 2014
The following tables present an overview of our results on a consolidated and segment basis with the amount of and percentage change between periods for the fiscal years 2015 and 2014 (dollars in millions).
Fiscal Year Ended | |||||||||||||||
October 2, 2015 | October 3, 2014 | $ | % | ||||||||||||
Sales | $ | 14,329.1 | $ | 14,832.9 | $ | (503.8 | ) | (3 | )% | ||||||
Cost and Expenses: | |||||||||||||||
Cost of service provided | 12,880.4 | 13,363.9 | (483.5 | ) | (4 | )% | |||||||||
Other operating expenses | 820.8 | 904.4 | (83.6 | ) | (9 | )% | |||||||||
13,701.2 | 14,268.3 | (567.1 | ) | (4 | )% | ||||||||||
Operating income | 627.9 | 564.6 | 63.3 | 11 | % | ||||||||||
Interest and Other Financing Costs, net | 285.9 | 334.9 | (49.0 | ) | (15 | )% | |||||||||
Income Before Income Taxes | 342.0 | 229.7 | 112.3 | 49 | % | ||||||||||
Provision for Income Taxes | 105.0 | 80.2 | 24.8 | 31 | % | ||||||||||
Net income | $ | 237.0 | $ | 149.5 | $ | 87.5 | 59 | % | |||||||
Fiscal Year Ended | |||||||||||||||
Sales by Segment | October 2, 2015 | October 3, 2014 | $ | % | |||||||||||
FSS North America | $ | 9,950.3 | $ | 10,232.8 | $ | (282.5 | ) | (3 | %) | ||||||
FSS International | 2,858.2 | 3,111.2 | (253.0 | ) | (8 | %) | |||||||||
Uniform | 1,520.6 | 1,488.9 | 31.7 | 2 | % | ||||||||||
$ | 14,329.1 | $ | 14,832.9 | $ | (503.8 | ) | (3 | %) | |||||||
Fiscal Year Ended | |||||||||||||||
Operating Income by Segment | October 2, 2015 | October 3, 2014 | $ | % | |||||||||||
FSS North America | $ | 494.5 | $ | 501.3 | $ | (6.8 | ) | (1 | %) | ||||||
FSS International | 95.3 | 106.2 | (10.9 | ) | (10 | %) | |||||||||
Uniform | 191.8 | 172.1 | 19.7 | 11 | % | ||||||||||
Corporate | (153.7 | ) | (215.0 | ) | 61.3 | (29 | %) | ||||||||
$ | 627.9 | $ | 564.6 | $ | 63.3 | 11 | % | ||||||||
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Consolidated Overview
Sales of $14.3 billion for fiscal 2015 represented a decrease of approximately 3% over the prior year period. The decrease in sales for fiscal 2015 is attributable to:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); |
• | the negative impact of foreign currency translation of approximately $474 million (approximately -3%); and |
• | a sales decline in the Business & Industry and Sports, Leisure and Corrections sectors; partially offset by |
• | growth in the Education sector; |
• | growth in Germany, South America and China; and |
• | growth in our Uniform segment. |
Cost of services provided was $12.9 billion for fiscal 2015 compared to $13.4 billion for the prior year. Cost of services provided as a percentage of sales was 90% in both periods. Cost of services provided was impacted by the items discussed below for operating income. The following table presents the percentages attributable to the components in cost of services provided for fiscal 2015 and fiscal 2014.
Fiscal Year Ended | ||||||
Cost of services provided components | October 2, 2015 | October 3, 2014 | ||||
Food and support service costs | 27 | % | 28 | % | ||
Personnel costs | 47 | % | 46 | % | ||
Other direct costs | 26 | % | 26 | % | ||
100 | % | 100 | % | |||
Operating income of $627.9 million for fiscal 2015 represented an increase of approximately 11% from the prior year. The increase in operating income was impacted by:
• | increased sales and cost control efficiencies within our Uniform segment; |
• | profit growth in our Education and Sports, Leisure and Corrections sectors; |
• | a decrease in acquisition-related amortization expense (approximately $19.4 million); |
• | a decrease in share-based compensation expense due to the prior year modification of performance-based options, which more than offset the increase in expense from the share-based awards granted in the current year (approximately $29.9 million); |
• | a decrease in charges related to branding (approximately $26.9 million); and |
• | the prior year loss on the sale of the McKinley Chalet hotel (the "Chalet") within our Sports, Leisure and Corrections sector (approximately $6.7 million); which more than offset |
• | the profit decline in our Business & Industry sector; |
• | the impairment charge related to one of our buildings in the FSS North America segment (approximately $8.7 million); |
• | the charges associated with asset write-downs within the FSS North America and FSS International segments (approximately $16.2 million); |
• | the increase in severance and related costs (approximately $4.2 million); |
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -3%); |
• | the negative impact of foreign currency translation of approximately $25 million (approximately -5%); and |
• | the loss associated with the divestiture of Aramark India Private Limited ("India") (approximately $4.3 million). |
Interest and Other Financing Costs, net, for fiscal 2015 decreased approximately $48.9 million compared to the prior year. The decrease during fiscal 2015 was primarily due to the impact of the 53rd week in fiscal 2014 (approximately $5.0 million), favorable interest rates (approximately $9.3 million) and debt refinancing costs related to the debt refinancing in fiscal 2014 (approximately $25.7 million).
The effective income tax rate for fiscal 2015 was 30.7% compared to 34.9% in the prior year. The effective tax rate for fiscal 2015 includes a $6.0 million benefit in connection with the sale of the India subsidiary due to the tax basis exceeding the book basis of the subsidiary, a $2.2 million incremental benefit related to the retroactive extension of wage tax credits under the Tax Increase Prevention Act of 2014 and a $2.6 million benefit from cash distributions received from the company’s 50% ownership
28
interest in AIM Services Co., Ltd. from the recovery of Japanese taxes paid in excess of the U.S. tax rate. Our fiscal 2015 tax rate also includes a benefit from additional tax credits received from prior year distributions received from AIM Services, Co., Ltd. The fiscal 2014 effective tax rate includes the reduction of goodwill in connection with the sale of the Chalet that was not tax deductible.
Net income for fiscal 2015 was $237.0 million compared to $149.5 million in the prior year. Net income attributable to noncontrolling interest for fiscal 2015 was $1.0 million compared to $0.5 million in the prior year.
Segment Results
FSS North America Segment
The FSS North America reportable segment consists of four operating segments which have similar economic characteristics and are aggregated into a single operating segment. The four operating segments or sectors of the FSS North America reportable segment are Business & Industry, Education, Healthcare and Sports, Leisure and Corrections.
Sales for each of these sectors are summarized as follows (in millions):
Fiscal Year Ended | |||||||||
October 2, 2015 | October 3, 2014 | ||||||||
Business & Industry | $ | 2,054.8 | $ | 2,264.4 | |||||
Education | 3,816.0 | 3,744.6 | |||||||
Healthcare | 1,997.0 | 2,011.1 | |||||||
Sports, Leisure and Corrections | 2,082.5 | 2,212.7 | |||||||
$ | 9,950.3 | $ | 10,232.8 | ||||||
The Healthcare and Education sectors generally have high-single digit operating margins and the Business & Industry and Sports, Leisure and Corrections sectors generally have mid-single digit operating margins.
FSS North America segment sales for fiscal 2015 decreased 3% over the prior period. The decrease in sales was impacted by:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); |
• | the negative impact of foreign currency translation of approximately $108 million (approximately -1%); and |
• | a sales decline in our Business & Industry and Sports, Leisure and Corrections sectors; partially offset by |
• | growth in our Education sector. |
The Business & Industry sector had a high-single digit sales decrease for fiscal 2015 which was impacted by:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); |
• | the impact of lost business, including a one-time facility project during fiscal 2014 (approximately $70 million); and |
• | a decline in our remote services business in Canada due to camp shut downs and reduced employee headcount at our clients resulting from the economic downturn in the oil and gas industry. |
The Education sector had a low-single digit sales increase for fiscal 2015 which was impacted by:
• | growth in our base business within our Higher Education business; and |
• | net new business within our Higher Education and K-12 businesses; partially offset by |
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -3%). |
The Healthcare sector had a low-single digit sales decrease for fiscal 2015 which was impacted by:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); |
• | the impact of lost business within our healthcare technologies business from client consolidations; partially offset by |
• | growth in our base and new business within our hospitality business. |
The Sports, Leisure and Corrections sector had a mid-single digit sales decrease for fiscal 2015 which was impacted by:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); and |
• | lost business within our entertainment venues and arenas business; which more than offset |
• | base business growth in our stadiums; and |
• | new business within our Corrections business. |
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Cost of services provided was $9.0 billion for fiscal 2015 compared to $9.3 billion for the prior year. Cost of services provided as a percentage of sales was 90% in fiscal 2015 compared to 91% in fiscal 2014. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2015 was $494.5 million compared to $501.3 million in the prior year. The decrease in operating income was impacted by:
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%); |
• | the negative impact of foreign currency translation of approximately $10 million (approximately -2%); |
• | an impairment charge related to one of our buildings (approximately $8.7 million); |
• | an increase in severance expense as part of the next phase related to streamlining and improving the efficiency and effectiveness of our selling, general and administrative functions (approximately $7.9 million); |
• | profit decline in our Business & Industry sector, primarily driven by a decline in our Canadian remote services business, including a charge to write-off idle service equipment (approximately $6.0 million); and |
• | the impact of start-up costs at new client locations and amortization of client investments; partially offset by |
• | profit growth in our Education and Sports, Leisure and Corrections sectors; |
• | a decrease in acquisition-related amortization expense (approximately $6.6 million); |
• | the gain on a sale of a property (approximately $3.1 million); and |
• | the prior year loss on the sale of the Chalet (approximately $6.7 million). |
Operating income in both periods also includes favorable risk insurance adjustments related to favorable claims experience.
FSS International Segment
Sales in the FSS International segment for fiscal 2015 decreased 8% compared to the prior year, as the negative impact of foreign currency translation (approximately $367 million or -12%) more than offset growth in Germany, Ireland, Spain, China, and South America.
Cost of services provided was $2.7 billion for fiscal 2015 compared to $2.9 billion in the prior year. Cost of services provided as a percentage of sales was 94% in both fiscal 2015 and fiscal 2014. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2015 was $95.3 million compared to $106.2 million in the prior year. This decrease in operating income was impacted by:
• | the negative impact of foreign currency translation of approximately $15 million (approximately -15%); |
• | the charges associated with severance, asset write-downs and certain other exit costs related to exiting certain operations (approximately $14.6 million); and |
• | the loss associated with the divestiture of India (approximately $4.3 million); which more than offset |
• | profit growth in Ireland, Germany and China; |
• | the decrease in acquisition-related amortization expense (approximately $4.8 million); and |
• | the decrease in severance and related costs (exclusive of the severance charges incurred related to exiting certain operations) (approximately $6.7 million). |
Uniform Segment
Uniform segment sales increased 2% for fiscal 2015 compared to the prior year, resulting primarily from growth in our uniform rental base business offset by the estimated impact of the 53rd week in fiscal 2014 (approximately -2%).
Cost of services provided was $1.2 billion in both fiscal 2015 and 2014. Cost of services provided as a percentage of sales was 78% for both fiscal 2015 and the prior year. Cost of services provided was impacted by the items discussed below for operating income.
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Operating income for fiscal 2015 was $191.8 million, an increase of approximately 11% when compared to the prior year. The increase in profit growth was impacted by:
• | growth in the uniform rental business; |
• | merchandise and plant productivity initiatives; and |
• | the decrease in acquisition-related amortization expense compared to the prior period (approximately $8.0 million); which was partially offset by |
• | the estimated impact of the 53rd week in fiscal 2014 (approximately -2%). |
Operating income in fiscal 2015 and fiscal 2014 includes $2.3 million and $2.2 million of severance and related costs, respectively. Both periods also include favorable risk insurance adjustments related to favorable claims experience.
Corporate
Corporate expenses, those administrative expenses not allocated to the business segments, were $153.7 million in fiscal 2015, compared to $215.0 million for the prior year. The decrease is primarily due to the impact of:
• | the decrease in share-based compensation expense related to a modification of the vesting provisions for outstanding performance-based options that did not meet the applicable performance thresholds in prior years (approximately $50.9 million); |
• | a decrease in charges related to branding (approximately $24.0 million); and |
• | cash bonuses and other expenses from the completion of the IPO in fiscal 2014 (approximately $5.0 million); which more than offset |
• | the increase in share-based compensation expense mainly from performance-based options, restricted stock unit and performance stock unit awards (approximately $21.0 million). |
Fiscal 2014 Compared to Fiscal 2013
The following tables present an overview of our results on a consolidated and segment basis with the amount of and percentage change between periods for the fiscal years 2014 and 2013 (dollars in millions).
Fiscal Year Ended | |||||||||||||||
October 3, 2014 | September 27, 2013 | $ | % | ||||||||||||
Sales | $ | 14,832.9 | $ | 13,945.7 | $ | 887.2 | 6 | % | |||||||
Cost and Expenses: | |||||||||||||||
Cost of service provided | 13,363.9 | 12,661.2 | 702.7 | 6 | % | ||||||||||
Other operating expenses | 904.4 | 770.1 | 134.3 | 17 | % | ||||||||||
14,268.3 | 13,431.3 | 837.0 | 6 | % | |||||||||||
Operating income | 564.6 | 514.4 | 50.2 | 10 | % | ||||||||||
Interest and Other Financing Costs, net | 334.9 | 423.8 | (88.9 | ) | (21 | )% | |||||||||
Income Before Income Taxes | 229.7 | 90.6 | 139.1 | 154 | % | ||||||||||
Provision for Income Taxes | 80.2 | 19.2 | 61.0 | ** | |||||||||||
Net income | $ | 149.5 | $ | 71.4 | $ | 78.1 | 109 | % | |||||||
** Not meaningful
Fiscal Year Ended | ||||||||||||||||
Sales by Segment | October 3, 2014 | September 27, 2013 | $ | % | ||||||||||||
FSS North America | $ | 10,232.8 | $ | 9,594.2 | $ | 638.6 | 7 | % | ||||||||
FSS International | 3,111.2 | 2,940.2 | 171.0 | 6 | % | |||||||||||
Uniform | 1,488.9 | 1,411.3 | 77.6 | 5 | % | |||||||||||
$ | 14,832.9 | $ | 13,945.7 | $ | 887.2 | 6 | % | |||||||||
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Fiscal Year Ended | ||||||||||||||||
Operating Income by Segment | October 3, 2014 | September 27, 2013 | $ | % | ||||||||||||
FSS North America | $ | 501.3 | $ | 403.2 | $ | 98.1 | 24 | % | ||||||||
FSS International | 106.2 | 68.1 | 38.1 | 56 | % | |||||||||||
Uniform | 172.1 | 117.3 | 54.8 | 47 | % | |||||||||||
Corporate | (215.0 | ) | (74.2 | ) | (140.8 | ) | 190 | % | ||||||||
$ | 564.6 | $ | 514.4 | $ | 50.2 | 10 | % | |||||||||
Consolidated Overview
Sales of $14.8 billion for fiscal 2014 represented an increase of 6% over the prior year. This increase is primarily attributable to growth across all sectors of the FSS North America segment, growth in the U.K., Germany, China, Chile and Argentina in our FSS International segment, growth in the uniform rental business in our Uniform segment and the estimated impact of the 53rd week (approximately 2%). This increase was partially offset by the negative impact of foreign currency translation (approximately -1%). Sales for fiscal 2013 were negatively impacted as a result of the National Hockey League ("NHL") lockout and the impact of Hurricane Sandy in our FSS North America segment.
Cost of services provided was $13.4 billion for fiscal 2014 compared to $12.7 billion for the prior year period. Cost of services provided as a percentage of sales was 90% for fiscal 2014 compared to 91% in the prior year period. Food and support service costs comprised approximately 28% of Cost of services provided for fiscal 2014 compared to 27% for fiscal 2013, personnel costs comprised approximately 46% of Cost of services provided for fiscal 2014 compared to 47% for fiscal 2013, and other direct costs comprised the remaining approximately 26% of Cost of services provided in both periods. Cost of services provided was impacted by the items discussed below for operating income.
Operating income was $564.6 million for fiscal 2014 compared to $514.4 million for the prior year, an increase of approximately 10%. This increase is primarily attributable to profit growth in all reportable segments, a decrease in acquisition-related amortization expense and the estimated impact of the 53rd week (approximately 3%), which more than offset the increase in share-based compensation expense and the negative impact of foreign currency translation (approximately -1%). Fiscal 2014 includes an increase in share-based compensation expense of approximately $76.9 million, of which $50.9 million relates to the modification of performance-based options (see Note 10 to the audited consolidated financial statements), the loss on the sale of the McKinley Chalet Hotel (the "Chalet") of approximately $6.7 million (see Note 2 to the audited consolidated financial statements), cash bonuses and certain other expenses of approximately $5.0 million related to the completion of the IPO, net severance and related costs of $21.3 million during fiscal 2014, expenses of approximately $32.3 million related to transformation initiatives and $26.9 million in rebranding costs. Operating income in fiscal 2013 includes $63.9 million of severance and related costs as a result of the series of actions we initiated in the second quarter of fiscal 2013 to drive efficiency through the consolidation and centralization of our operations. In addition, we also recorded approximately $11.7 million of goodwill impairment charges, other asset write-downs of approximately $12.0 million primarily related to the write-offs of certain client contractual investments and approximately $20.7 million of costs related to transformation initiatives. Fiscal 2013 also includes other income recognized of approximately $14.0 million relating to the recovery of our investment (possessory interest) at one of the National Park Service ("NPS") sites in the Sports, Leisure and Corrections sector, which was terminated in the prior year. Operating income for fiscal 2014 was negatively impacted by the severe winter weather in our FSS North America segment. Operating income for fiscal 2013 was negatively affected by the NHL lockout and Hurricane Sandy.
Interest and Other Financing Costs, net, for fiscal 2014 decreased approximately $89.0 million from the prior year primarily due to the favorable interest rate impact of the debt refinancings during fiscal 2014 and fiscal 2013, lower average debt levels and lower refinancing fees. Interest and Other Financing Costs, net, for fiscal 2014 includes charges of $25.7 million in connection with the February 24, 2014, Aramark Services, Inc. Amendment Agreement ("2014 Amendment Agreement") to the Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Interest and Other Financing Costs, net, for fiscal 2013 includes charges of $39.8 million in connection with the tender offer and repayment of the 8.625% / 9.375% Senior Notes due 2016 ("Holdings Notes"), 8.50% senior notes due 2015 ("Fixed Rate Notes") and senior floating rate notes due 2015 ("Floating Rate Notes"), consisting of $12.9 million of third-party costs for the tender offer premium and $26.9 million of non-cash charges for the write-off of deferred financing costs. Interest and Other Financing Costs, net, for fiscal 2013 also includes approximately $11.6 million of third-party costs incurred related to Amendment Agreement No. 3 to the senior secured credit agreement and approximately $3.2 million of hedge ineffectiveness related to the repayment of the Canadian subsidiary's term loan with a maturity date of January 26, 2014.
The effective income tax rate for fiscal 2014 was 34.9% compared to 21.2% in the prior year. The effective tax rate for fiscal 2014 includes the reduction of goodwill in connection with the sale of the Chalet that was not tax deductible. The effective tax rate for fiscal 2013 includes the extension of tax credits under the 2012 American Taxpayer Relief Act, non-tax deductible goodwill impairment charges and the reversal of tax reserves related to audit settlements in the first quarter of fiscal 2013.
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Income from continuing operations for fiscal 2014 was $149.5 million compared to $71.4 million in the prior year. Income (loss) from discontinued operations during fiscal 2014 was $0 compared to ($1.0) million in fiscal 2013. Net income attributable to noncontrolling interests for fiscal 2014 was $0.5 million compared to $1.0 million in the prior year.
Segment Results
FSS North America Segment
The FSS North America reportable segment consists of four operating segments which have similar economic characteristics and are aggregated into a single operating segment. The four operating segments or sectors of the FSS North America reportable segment are Business & Industry; Education; Healthcare; and Sports, Leisure and Corrections.
Sales for each of these sectors are summarized as follows (in millions):
Fiscal Year Ended | |||||||||
October 3, 2014 | September 27, 2013 | ||||||||
Business & Industry | $ | 2,264.4 | $ | 2,216.1 | |||||
Education | 3,744.6 | 3,385.5 | |||||||
Healthcare | 2,011.1 | 1,982.5 | |||||||
Sports, Leisure and Corrections | 2,212.7 | 2,010.1 | |||||||
$ | 10,232.8 | $ | 9,594.2 | ||||||
The Healthcare and Education sectors generally have high-single digit operating margins and the Business & Industry and Sports, Leisure and Corrections sectors generally have mid-single digit operating margins.
FSS North America segment sales for fiscal 2014 increased 7% over the prior period, primarily due to growth in our Education and Sports, Leisure and Corrections sectors and the estimated impact of the 53rd week (approximately 2%).
The Business & Industry sector had a low-single digit sales increase for fiscal 2014 primarily due to growth in our base business primarily related to a non-recurring facility project (approximately $70 million) and the estimated impact of the 53rd week (approximately 2%).
The Education sector had a double-digit sales increase for fiscal 2014 due to growth in our base business within our Higher Education food business, net new business in our K-12 food and facilities business and the estimated impact of the 53rd week (approximately 3%).
The Healthcare sector had a low-single digit sales increase for fiscal 2014. This was driven by net new business in our hospitality business and the estimated impact of the 53rd week (approximately 2%), which more than offset the impact of prior year lost business within our healthcare technologies business.
The Sports, Leisure and Corrections sector had a double-digit sales increase for fiscal 2014 primarily due to base business growth in our stadiums and arenas, new business within our Corrections business and the estimated impact of the 53rd week (approximately 2%). This more than offset the impact of prior year lost business within the Major League Baseball stadiums we serve.
Cost of services provided was $9.3 billion for fiscal 2014 compared to $8.7 billion for the prior year period. Cost of services provided as a percentage of sales was 91% in both periods. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2014 was $501.3 million compared to $403.2 million in the prior year. This increase is primarily attributable to profit growth in our Sports, Leisure and Corrections and Business & Industry sectors and Higher Education business, the impact of our productivity initiatives, a net reduction in severance reserves as a result of refinements to our plan for consolidation and centralization initiatives and higher levels of actual attrition for the impacted workforce for fiscal 2014 and the estimated impact of the 53rd week (approximately 3%). FSS North America operating income for fiscal 2014 also includes a favorable risk insurance adjustment of $4.3 million related to favorable claims experience offset by the loss of approximately $6.7 million on the Chalet divestiture and the negative impact of severe winter weather. Operating income for fiscal 2013 includes $43.5 million of severance and related costs, $6.8 million of asset write-offs, approximately $15.2 million of costs related to transformation initiatives and the other income recognized of approximately $14.0 million relating to the recovery of our investment (possessory interest) at one of the NPS sites in the Sports, Leisure and Corrections sector, which was terminated in the prior year. Fiscal 2013 was also negatively affected by the NHL lockout and Hurricane Sandy.
FSS International Segment
Sales in the FSS International segment for fiscal 2014 increased 6% compared to the prior year period, as growth in the U.K., Germany, China, Chile and Argentina more than offset the negative impact of foreign currency translation (approximately -2%).
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Cost of services provided was $2.9 billion for fiscal 2014 compared to $2.8 billion in the prior year period. Cost of services provided as a percentage of sales was 94% in fiscal 2014 compared to 95% in fiscal 2013. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2014 was $106.2 million compared to $68.1 million in the prior year. This increase is primarily attributable to profit growth in the U.K., Germany, Chile and China and productivity initiatives in the current year. In fiscal 2013, there was $16.9 million of goodwill impairment charges and other asset write-offs and $2.3 million of costs related to transformation initiatives recorded. Operating income in fiscal 2014 and fiscal 2013 includes $23.6 million and $14.6 million of severance and related costs, respectively. Operating income for fiscal 2014 was negatively impacted by foreign currency translation (approximately -4%).
Uniform Segment
Uniform segment sales increased 5% for fiscal 2014 compared to the prior year, resulting primarily from growth in our uniform rental base business and the estimated impact of the 53rd week (approximately 2%).
Cost of services provided was $1.2 billion for fiscal 2014 compared to $1.1 billion in the prior year period. Cost of services provided as a percentage of sales was 78% for fiscal 2014 compared to 80% for the prior year period due to merchandise and plant productivity initiatives. Cost of services provided was impacted by the items discussed below for operating income.
Operating income for fiscal 2014 was $172.1 million compared to $117.3 million in the prior year due to profit growth in the uniform rental business, merchandise and plant productivity initiatives and the decrease in acquisition-related amortization expense compared to the prior period. Operating income in fiscal 2014 and fiscal 2013 includes $2.2 million and $8.5 million of severance and related costs, respectively. Both periods also include favorable risk insurance adjustments related to favorable claims experience. Fiscal 2013 includes approximately $8.0 million of charges related to multiemployer pension plan withdrawals and a final settlement of wage and hour claims.
Corporate
Corporate expenses, those administrative expenses not allocated to the business segments, were $215.0 million in fiscal 2014, compared to $74.2 million for the prior year. The increase is primarily due to additional share-based compensation expense of approximately $76.9 million, of which $50.9 million related to a modification of the vesting provisions relating to outstanding performance-based options, cash bonuses and certain other expenses of approximately $5.0 million related to the completion of the IPO, approximately $24.0 million of rebranding initiatives and approximately $30.8 million of other transformation related expenses, primarily related to the establishment of our shared service center in Nashville, Tennessee.
Liquidity and Capital Resources
Overview
Our principal sources of liquidity are cash generated from operating activities, funds from borrowings and existing cash on hand. As of October 2, 2015, we had $122.4 million of cash and cash equivalents and approximately $643.5 million of availability under our senior secured revolving credit facility. As of October 2, 2015, there was approximately $437.4 million of outstanding foreign currency borrowings.
We believe that our cash and cash equivalents and the unused portion of our committed credit availability under the senior secured revolving credit facility will be adequate to meet anticipated cash requirements to fund working capital, capital spending, debt service obligations, refinancings, dividends and other cash needs. We will continue to seek to invest strategically but prudently in certain sectors and geographies. We routinely monitor our cash flow and the condition of the capital markets in order to be prepared to respond to changing conditions.
The table below summarizes our cash activity (in millions):
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Net cash provided by operating activities | $ | 683.0 | $ | 398.2 | $ | 695.9 | |||||
Net cash used in investing activities | (504.3 | ) | (505.2 | ) | (385.4 | ) | |||||
Net cash provided by (used in) financing activities | (168.0 | ) | 107.8 | (336.3 | ) | ||||||
Reference to the audited Consolidated Statements of Cash Flows will facilitate understanding of the discussion that follows.
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Cash Flows Provided by Operating Activities
During fiscal 2015, the total of net income and non cash charges was consistent compared to fiscal 2014. The increase in cash provided by operating activities compared to fiscal 2014 relates primarily to the following:
• | Accounts Receivable were a source of cash due to timing of collections (approximately $308.0 million), mainly from a one-time facility project in the Business & Industry sector; |
• | Accrued Expenses were a source of cash due to the impact of prior year medical insurance payments by switching from being self-insured to fully-insured (approximately $42.8 million), the timing of interest payments primarily from the 53rd week in fiscal 2014 (approximately $45.9 million); partially offset by lower accruals for commissions, mainly from a lost client in the Sports, Leisure and Corrections sector ($25.9 million); |
• | Prepayments were a source of cash primarily due to changes in the timing of income taxes (approximately $64.4 million); partially offset by |
• | Accounts Payable were a use of cash due to the timing of disbursements (approximately $108.9 million). |
During fiscal 2015, we received proceeds of approximately $9.2 million from a retrospective refund under our casualty insurance program related to prior year favorable loss experience and cash distributions of approximately $22.2 million from AIM Services Co., Ltd. In addition, during fiscal 2015, we made voluntary contributions to our defined benefit pension plans of approximately $45.0 million.
During fiscal 2014, the increase in the total of net income and noncash charges compared to fiscal 2013 results mainly from the overall growth of the business, improved operating results of our segments and the estimated impact of the 53rd week, as discussed above. The change in working capital requirements relates to changes in Accrued Expenses (approximately $274.6 million), related to payments for severance and related costs from the series of actions undertaken during fiscal 2013, the timing of payments for interest, commissions and payroll due to the 53rd week and medical insurance payments due to switching from being self-insured to a private exchange, Accounts Receivable (approximately $118.2 million), primarily due to business growth, mainly from the one-time facility project in the Business & Industry sector, and an increase in days sales outstanding, Accounts Payable (approximately $64.8 million) due to timing of disbursements and the increase in employee payroll tax withholding payments from exercises of share-based awards and Prepayments and other current assets (approximately $28.4 million) due to a change in tax method that impacts the timing of deductions. The "Other operating activities" caption reflects adjustments to net income in the current year and prior year periods related to nonoperating gains and losses, including goodwill write-offs and impairments and other financing related charges.
During fiscal 2013, the decrease in the total of net income and non-cash charges compared to fiscal 2012 results mainly from the results of operations. The change in working capital requirements relates principally to changes in Inventory (approximately $15.4 million) due to less inventory purchases in our Uniform segment offset by inventory purchases for new business in our Sports, Leisure and Corrections sector and Accrued Expenses (approximately $144.9 million) due to the severance and related costs from the series of actions undertaken to drive efficiency through the consolidation and centralization of its operations, timing of interest payments and timing of higher commission payments from increased business offset by Accounts Receivable (approximately $63.4 million) primarily due to business growth and the timing of collections, Prepayments (approximately $87.5 million) due to the timing of estimated tax payments and a change in tax regulations that impacts the timing of deductions allowable for certain in service inventory and Accounts Payable (approximately $9.5 million) primarily due to business growth and the timing of disbursements. The “Other operating activities” caption reflects adjustments to net income in the current year period related to non-operating gains and losses, which are primarily non-cash and include goodwill impairments and other financing related charges and write-offs.
Cash Flows Used in Investing Activities
Fiscal 2015 use of cash in investing activities was relatively stable compared with fiscal 2014 as the decline in the current year of purchases of property and equipment, client contract investments and other and business acquisitions was offset by lower proceeds in the current year from the disposal of property and equipment and divestitures.
During fiscal 2014, the increase compared to fiscal 2013 in purchases of property and equipment, client contract investments and other mainly relates to an increase in client contract investments resulting from new business wins and contract extensions, mainly within the Education sector. We also received proceeds of $24.0 million as a result of the sale of the Chalet in our Sports, Leisure and Corrections sector.
During fiscal 2013, we received proceeds of approximately $15.3 million related to the recovery of our investment (possessory interest) in certain assets at one of our NPS sites in our Sports, Leisure and Corrections sector.
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Cash Flows Provided by (Used In) Financing Activities
During fiscal 2015, cash used in financing activities was impacted by the following;
• | repayment of approximately $209.6 million on the senior secured term loan facility; |
• | payment of approximately $81.9 million of dividends; |
• | payment of approximately $48.5 million for a repurchase of 1.5 million shares of our common stock; partially offset by |
• | proceeds received of approximately $39.9 million related to stock option exercises; and |
• | Other financing activities which mainly reflects the excess tax benefit recorded on exercises of stock options of approximately $66.3 million. |
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary in the amount of $74.1 million. As a result of this repayment, the Company terminated its $74.1 million of outstanding amortizing cross currency swaps agreements previously designated as cash flow hedges. The termination of these agreements resulted in the Company receiving $5.7 million of proceeds.
During fiscal 2014, on December 17, 2013, the Company completed an IPO of 28.0 million shares of its common stock at a price of $20.00 per share raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the net proceeds from the IPO to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility that were borrowed during the first quarter of fiscal 2014 and $370.0 million on the senior secured term loan facility. During fiscal 2014, we paid dividends of approximately $52.2 million to our stockholders. The "Other financing activities" caption reflects financing related fees, distributions to noncontrolling interests and the excess tax benefit recorded on exercises of share-based awards.
On February 24, 2014, Aramark Services, Inc. entered into an Amendment Agreement (the “2014 Amendment Agreement”) to the Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The 2014 Amendment Agreement amended and restated the Credit Agreement effective as of February 24, 2014. Among other things, the 2014 Amendment Agreement provides for approximately $3,982.0 million in the aggregate of new term loans, $2,582.0 million of which have a maturity date of February 24, 2021, with an acceleration to December 13, 2019 if the 5.75% Senior Notes due March 15, 2020 (the “Senior Notes”) remain outstanding on December 13, 2019, and $1,400.0 million of which have a maturity date of September 7, 2019. The term loans due on February 24, 2021 include €140.0 million of term loans denominated in euros, £115.0 million of term loans denominated in sterling and ¥5,042.0 million of term loans denominated in yen. The new term loans were borrowed on February 24, 2014 and the proceeds were used to refinance Aramark Services, Inc.'s existing term loans due 2016 and 2019 (with the exception of term loans due 2016 borrowed by Aramark Services, Inc.’s Canadian subsidiary in the amount of approximately $75.0 million). During fiscal 2014, approximately $22.9 million of lender fees and third-party costs directly attributable to the term loans of the 2014 Amendment Agreement were capitalized. The Company also recorded charges to "Interest and Other Financing Costs, net” during fiscal 2014 consisting of $13.1 million of third party costs and $12.6 million of non-cash charges for the write-off of deferred financing costs and original issue discount.
The 2014 Amendment Agreement also provides for the extension, from January 26, 2017 to February 24, 2019, of the maturity of $565.0 million in revolving lender commitments of the existing $605.0 million revolving credit facility under the Credit Agreement. The 2014 Amendment Agreement also increased the revolving lender commitments by $165.0 million, for a total revolving credit facility of $770.0 million. During fiscal 2014, approximately $4.8 million of third-party costs directly attributable to the revolving credit facility of the 2014 Amendment Agreement were capitalized.
During fiscal 2013, on December 20, 2012, Aramark Services, Inc. amended the senior secured credit agreement ("Amendment Agreement No. 3") to, among other things, borrow $670 million of new term loans to repay approximately $650 million of existing term loans and to fund certain discounts, fees and costs associated with the amendment. The existing term loans that were repaid in connection with Amendment Agreement No. 3 included U.S. dollar denominated term loans as well as non-U.S. dollar term loans. The new term loans were borrowed by Aramark Services, Inc. with an original issue discount of 0.25%. During fiscal 2013, approximately $11.6 million of third-party costs directly attributable to the amendment were expensed in “Interest and Other Financing Costs, net.”
On February 22, 2013, Aramark Services, Inc. amended the senior secured credit agreement (“Amendment Agreement No. 4”) to provide for, among other things, additional term loans and the extension of a portion of the revolving credit facility. On March 7, 2013, Aramark Services, Inc. borrowed $1,400 million of term loans pursuant to Amendment Agreement No. 4. The new term loans were borrowed by Aramark Services, Inc. with an original issue discount of 0.50% and mature on September 7, 2019. During fiscal 2013, approximately $14.0 million of third-party costs directly attributable to the term loans borrowed pursuant to Amendment Agreement No. 4 were capitalized, of which approximately $6.2 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners. Amendment Agreement No. 4 also provided for the extension, from January
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26, 2015 to January 26, 2017, of the maturity of $500 million in revolving lender commitments of the existing $550 million revolving credit facility. Third-party costs directly attributable to the revolving credit facility of approximately $2.8 million were capitalized, of which approximately $0.6 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
On March 7, 2013, Aramark Services, Inc. issued $1,000 million of 5.75% Senior Notes due 2020 (the “Senior Notes”) pursuant to a new indenture, dated as of March 7, 2013 (the “Indenture”), entered into by Aramark Services, Inc. During fiscal 2013, approximately $13.8 million of third-party costs directly attributable to the Senior Notes were capitalized. Approximately $7.3 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.
In February 2013, the Company and Aramark Services, Inc. commenced a tender offer to purchase for cash any and all of the Holding Notes, Fixed Rate Notes and the Floating Rate Notes. On March 7, 2013, Aramark Services, Inc. used a portion of the aggregate proceeds of the Senior Notes offering and the borrowings under the new term loans pursuant to Amendment Agreement No. 4 to purchase all Notes tendered by March 6, 2013, the early tender date. On March 7, 2013, Aramark Services, Inc. issued redemption notices for the portions of Aramark Services, Inc.’s Fixed Rate Notes and the Floating Rate Notes that remained outstanding, including accrued and unpaid interest, as of March 7, 2013, which provided for the redemption of such notes on April 6, 2013 at prices of 100% of the principal amount thereof. On March 7, 2013, we issued a redemption notice for the portion of the Holding Notes that remained outstanding as of March 7, 2013, including accrued and unpaid interest, which notices provided for the redemption of these borrowings on May 1, 2013, at a price of 101% of the principal amount thereof. In connection with the tender offer and satisfaction and discharge of the Notes, we recorded $39.8 million of charges to “Interest and Other Financing Costs, net” in the Consolidated Statements of Income for fiscal 2013, consisting of $12.9 million cash charges for the tender offer premium and $26.9 million of non-cash charges for the write-off of deferred financing costs.
During fiscal 2013, Aramark Services, Inc. made a payment of $265.0 million on the outstanding U.S. dollar term loan. During fiscal 2013, the Company completed the spin-off of its majority interest in Seamless to its stockholders. We distributed cash of approximately $47.4 million to Seamless prior to the spin-off.
Covenant Compliance
The Credit Agreement contains a number of covenants that, among other things, restrict our ability to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase our capital stock; make investments, loans or advances; repay or repurchase any notes, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the notes (or any indebtedness that refinances the notes); and fundamentally change our business. The Indenture governing our Senior Notes contains similar provisions. As of October 2, 2015, we were in compliance with these covenants.
Under the Credit Agreement and the Indenture governing our Senior Notes, we are required to satisfy and maintain specified financial ratios and other financial condition tests and covenants. Our continued ability to meet those financial ratios, tests and covenants can be affected by events beyond our control, and there can be no assurance that we will meet those ratios, tests and covenants.
These financial ratios, tests and covenants involve the calculation of certain measures that we refer to in this discussion as “Covenant EBITDA” and “Covenant Adjusted EBITDA.” Covenant EBITDA and Covenant Adjusted EBITDA are not measurements of financial performance under U.S. GAAP. Covenant EBITDA is defined as net income (loss) of Aramark Services, Inc. and its restricted subsidiaries plus interest and other financing costs, net, provision (benefit) for income taxes, and depreciation and amortization. Covenant Adjusted EBITDA is defined as Covenant EBITDA, further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under our Credit Agreement and the Indenture.
Our presentation of these measures has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. You should not consider these measures as alternatives to net income or operating income determined in accordance with U.S. GAAP. Covenant EBITDA and Covenant Adjusted EBITDA, as presented by us, may not be comparable to other similarly titled measures of other companies because not all companies use identical calculations.
The following is a reconciliation of net income attributable to Aramark Services, Inc. stockholder, which is a U.S. GAAP measure of Aramark Services, Inc.’s operating results, to Covenant Adjusted EBITDA as defined in our debt agreements. The terms and related calculations are defined in the Credit Agreement and the Indenture governing our Senior Notes. Covenant EBITDA and Covenant Adjusted EBTIDA are measures of Aramark Services, Inc. and its restricted subsidiaries only and do not include the results of Aramark.
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Fiscal Year Ended | ||||||||||||
(in millions) | October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Net income attributable to Aramark Services, Inc. stockholder | $ | 236.0 | $ | 149.0 | $ | 102.1 | ||||||
Interest and other financing costs, net | 285.9 | 334.9 | 372.8 | |||||||||
Provision for income taxes | 105.0 | 80.2 | 38.4 | |||||||||
Depreciation and amortization | 504.0 | 521.6 | 542.1 | |||||||||
Covenant EBITDA | 1,130.9 | 1,085.7 | 1,055.4 | |||||||||
Share-based compensation expense(1) | 66.4 | 96.3 | 19.4 | |||||||||
Unusual or non-recurring (gains)/losses(2) | (3.9 | ) | 2.9 | 8.7 | ||||||||
Pro forma EBITDA for equity method investees(3) | 14.8 | 18.8 | 21.0 | |||||||||
Seamless North America, LLC EBITDA(4) | — | — | (1.6 | ) | ||||||||
Other(5) | 58.9 | 28.3 | 76.1 | |||||||||
Covenant Adjusted EBITDA | $ | 1,267.1 | $ | 1,232.0 | $ | 1,179.0 | ||||||
(1) | Represents share-based compensation expense resulting from the application of accounting for stock options, restricted stock units, performance stock units and deferred stock unit awards (see Note 10 to the audited consolidated financial statements). |
(2) | Fiscal 2015 includes other income of approximately $2.0 million related to our investment (possessory interest) at one of our NPS client sites and a net of tax gain of approximately $1.9 million related to the sale of a building in our Healthcare sector. Fiscal 2014 includes a loss of approximately $6.7 million related to the sale of the Chalet, a gain from proceeds from the impact of Hurricane Sandy and other income related to our investment (possessory interest) at one of our NPS client sites. Fiscal 2013 includes goodwill impairment charges in Spain and Korea, asset write-downs mainly related to client contract investments and other income related to the Company's investments (possessory interests) at one of our terminated NPS client sites. |
(3) | Represents our estimated share of EBITDA from our AIM Services Co., Ltd. equity method investment not already reflected in our Covenant EBITDA. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant EBITDA but does not represent cash distributions received from this investee. |
(4) | During fiscal 2011, we sold a noncontrolling ownership interest in Seamless North America, LLC. The terms of the sale agreement stipulated that Seamless North America, LLC qualify as an unrestricted Subsidiary under the Credit Agreement, and as a result, its EBITDA for all periods presented must be excluded from our consolidated Covenant Adjusted EBITDA. |
(5) | Other includes certain other miscellaneous items (primarily severance related expenses and asset write-downs). |
Our covenant requirements and actual ratios for the twelve months ended October 2, 2015 are as follows:
Covenant Requirements | Actual Ratios | |||
Consolidated Secured Debt Ratio(1) | 5.25 | 3.29 | ||
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2) | 2.00 | 4.43 | ||
(1) | Our Credit Agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875x, being reduced over time to 5.125x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness outstanding under the Credit Agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash equivalents on our balance sheet that is free and clear of any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if our revolving credit facility lenders failed to waive any such default, would also constitute a default under our indenture. |
(2) | Our Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. |
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The minimum Interest Coverage Ratio is 2.00x for the term of the Credit Agreement. Consolidated interest expense is defined in the Credit Agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from one equity method investee. The Indenture includes a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
The Company and its subsidiaries and affiliates may from time to time, in their sole discretion, purchase, repay, redeem or retire any of our outstanding debt securities (including any publicly issued debt securities), in privately negotiated or open market transactions, by tender offer or otherwise, or extend or refinance any of our outstanding indebtedness. The Company used the net proceeds from its IPO to repay borrowings of approximately $154.1 million on the senior secured revolving credit facility and $370.0 million on the senior secured term loan facility.
The following table summarizes our future obligations for debt repayments, capital leases, estimated interest payments, future minimum rental and similar commitments under noncancelable operating leases as well as contingent obligations related to outstanding letters of credit and guarantees as of October 2, 2015 (dollars in thousands):
Payments Due by Period | ||||||||||||||||||||
Contractual Obligations as of October 2, 2015 | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
Long-term borrowings(1) | $ | 5,251,653 | $ | 68,415 | $ | 401,566 | $ | 2,396,696 | $ | 2,384,976 | ||||||||||
Capital lease obligations | 57,660 | 13,012 | 24,915 | 14,388 | 5,345 | |||||||||||||||
Estimated interest payments(2) | 930,800 | 217,700 | 400,200 | 281,200 | 31,700 | |||||||||||||||
Operating leases | 532,988 | 221,521 | 158,179 | 77,929 | 75,359 | |||||||||||||||
Purchase obligations(3) | 458,393 | 226,531 | 118,205 | 47,638 | 66,019 | |||||||||||||||
Other long-term liabilities reflected on the balance sheet(4) | 320,441 | 83,800 | 17,900 | 10,700 | 208,041 | |||||||||||||||
$ | 7,551,935 | $ | 830,979 | $ | 1,120,965 | $ | 2,828,551 | $ | 2,771,440 | |||||||||||
Amount of Commitment Expiration Per Period | ||||||||||||||||||||
Other Commercial Commitments as of October 2, 2015 | Total Amounts Committed | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
Letters of credit | $ | 63,679 | $ | 63,679 | $ | — | $ | — | $ | — | ||||||||||
Guarantees | — | — | — | — | — | |||||||||||||||
$ | 63,679 | $ | 63,679 | $ | — | $ | — | $ | — | |||||||||||
(1) | Excludes the $15.6 million discount on the senior secured term loan facilities. |
(2) | These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at October 2, 2015 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2016 through 2021 is $4,781,900, $4,693,500, $4,667,800, $4,582,100, $2,873,000 and $952,200, respectively. The average interest rate (after giving effect to interest rate swaps) for each fiscal year from 2016 through 2021 is 4.55%, 4.38%, 4.17%, 4.01%, 3.39% and 3.33%, respectively (See Note 5 to the audited consolidated financial statements for the terms and maturities of existing debt obligations). |
(3) | Represents commitments for capital projects and client contract investments to help finance improvements or renovations at the facilities from which we operate. |
(4) | Includes certain unfunded employee retirement and severance related obligations. |
We have excluded from the table above uncertain tax liabilities due to the uncertainty of the amount and period of payment. As of October 2, 2015, we have gross uncertain tax liabilities of $21.4 million (see Note 8 to the audited consolidated financial statements). During fiscal 2015, we made contributions totaling $59.2 million into our defined benefit pension plans and benefit payments and settlements of $14.5 million out of these plans. Estimated contributions to our defined benefit pension plans in fiscal 2016 are $10.8 million and estimated benefit payments out of these plans in fiscal 2016 are $11.5 million (see Note 7 to the audited consolidated financial statements).
We have an agreement (the "Receivables Facility") with several financial institutions where we sell on a continuous basis an undivided interest in all eligible accounts receivable, as defined in the Receivables Facility. Pursuant to the Receivables Facility, we formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of transferring receivables generated by certain of our subsidiaries. Under
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the Receivables Facility, we and certain of our subsidiaries transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. As collections reduce previously transferred interests, interests in new, eligible receivables are transferred to ARAMARK Receivables, LLC, subject to meeting certain conditions. The maximum amount available under the Receivables Facility is $350.0 million, which expires on May 2017. In addition, the Receivables Facility includes a seasonal tranche which will increase the capacity by $25 million at certain times of the year. As of October 2, 2015, approximately $350.0 million was outstanding under the Receivables Facility and is included in “Long-Term Borrowings” in the Consolidated Balance Sheets. Amounts borrowed under the Receivables Facility fluctuate monthly based on our funding requirements and the level of qualified receivables available to collateralize the Receivables Facility.
Our business activities do not include the use of unconsolidated special purpose entities, and there are no significant business transactions that have not been reflected in the accompanying financial statements. We are self-insured for a limited portion of the risk retained under our general liability and workers’ compensation arrangements. Self-insurance reserves are recorded based on actuarial analyses.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in the notes to the audited consolidated financial statements included in this Annual Report. As described in such notes, we recognize sales in the period in which services are provided pursuant to the terms of our contractual relationships with our clients. Sales from direct marketing activities are recognized upon shipment.
In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are most significant where they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our financial condition and operating performance. If actual results were to differ materially from the estimates made, the reported results could be materially affected.
Asset Impairment Determinations
Goodwill and the Aramark trade name are indefinite lived intangible assets that are not amortizable and are subject to an impairment test that we conduct annually or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. The impairment test may first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Examples of qualitative factors include, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, entity-specific events, events affecting reporting units and sustained changes in our stock price. If results of the qualitative assessment indicate a more likely than not determination or if a qualitative assessment is not performed, a quantitative test is performed by comparing the estimated fair value using a discounted cash flow approach of each reporting unit with its estimated net book value.
We perform the assessment of goodwill at the reporting unit level. Within our FSS International segment, each country is evaluated separately since these operating units are relatively autonomous and separate goodwill balances have been recorded for each entity. Based on our evaluation performed in the fourth quarter of our fiscal year, we determined that it was more likely than not that the fair value of each of the reporting units exceeded its respective carrying amount, and therefore, we determined that goodwill was not impaired.
With respect to our other long-lived assets, we are required to test for asset impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. If indicators of impairment are present, we compare the sum of the future expected cash flows from the asset, undiscounted and without interest charges, to the asset’s carrying value. If the sum of the future expected cash flows from the asset is less than the carrying value, an impairment would be recognized for the difference between the estimated fair value and the carrying value of the asset.
In making future cash flow analyses of various assets, we make assumptions relating to the following:
• | The intended use of assets and the expected future cash flows resulting directly from such use; |
• | Comparable market valuations of businesses similar to Aramark's business segments; |
• | Industry specific economic conditions; |
• | Competitor activities and regulatory initiatives; and |
• | Client and customer preferences and behavior patterns. |
We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because the assumptions underlying future cash flow estimates are subject to change from time to time and the recognition of an impairment could have a significant impact on our consolidated statement of income.
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Environmental Loss Contingencies
Accruals for environmental loss contingencies (i.e., environmental reserves) are recorded when it is probable that a liability has been incurred and the amount can reasonably be estimated. We view the measurement of environmental reserves as a critical accounting estimate because of the considerable uncertainty surrounding estimation, including the need to forecast well into the future. We are involved in legal proceedings under federal, state, local and foreign environmental laws in connection with our operations or businesses conducted by our predecessors or companies that we have acquired. The calculation of environmental reserves is based on the evaluation of currently available information, prior experience in the remediation of contaminated sites and assumptions with respect to government regulations and enforcement activity, changes in remediation technology and practices, and financial obligations and creditworthiness of other responsible parties and insurers.
Litigation and Claims
From time to time, the Company and its subsidiaries are party to various legal actions, proceedings and investigations involving claims incidental to the conduct of our businesses, including those brought by clients, consumers, employees, government entities and third parties under, among others, federal, state, international, national, provincial and local employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, procurement regulations, intellectual property laws, food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service laws, or alleging negligence and/or breach of contractual and other obligations. We consider the measurement of litigation reserves as a critical accounting estimate because of the significant uncertainty in some cases relating to the outcome of potential claims or litigation and the difficulty of predicting the likelihood and range of potential liability involved, coupled with the material impact on our results of operations that could result from litigation or other claims. In determining legal reserves, we consider, among other issues:
• | interpretation of contractual rights and obligations; |
• | the status of government regulatory initiatives, interpretations and investigations; |
• | the status of settlement negotiations; |
• | prior experience with similar types of claims; |
• | whether there is available insurance; and |
• | advice of counsel. |
Allowance for Doubtful Accounts
We encounter risks associated with sales and the collection of the associated accounts receivable. We record a provision for accounts receivable that are considered to be uncollectible. In order to calculate the appropriate provision, we analyze the creditworthiness of specific customers, aging of customer balances, general and specific industry economic conditions, industry concentrations, such as exposure to small and medium-sized businesses, the non-profit healthcare sector and the automotive, airline and financial services industries, and contractual rights and obligations. The accounting estimate related to the allowance for doubtful accounts is a critical accounting estimate because the underlying assumptions used for the allowance can change from time to time and uncollectible accounts could potentially have a material impact on our results of operations.
Inventory Obsolescence
We record an inventory obsolescence reserve for obsolete, excess and slow-moving inventory, principally in the Uniform segment. In calculating our inventory obsolescence reserve, we analyze historical and projected data regarding customer demand within specific product categories and make assumptions regarding economic conditions within customer specific industries, as well as style and product changes. Our accounting estimate related to inventory obsolescence is a critical accounting estimate because customer demand in certain of our businesses can be variable and changes in our reserve for inventory obsolescence could materially affect our results of operations.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates relative to the current provision for income taxes take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our
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interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future taxable income, and actual operating results in future years could render our current assumptions, judgments and estimates inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates.
*****
Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require.
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New Accounting Standard Updates
See Note 1 to the audited consolidated financial statements for a full description of recent accounting standard updates, including the expected dates of adoption.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps. We do not enter into contracts for trading purposes and do not use leveraged instruments. The information below summarizes our market risks associated with debt obligations and other significant financial instruments as of October 2, 2015 (see Notes 5 and 6 to the audited consolidated financial statements). Fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods. For debt obligations, the table presents principal cash flows and related interest rates by contractual fiscal year of maturity. Variable interest rates disclosed represent the weighted-average rates of the portfolio at October 2, 2015. For interest rate swaps, the table presents the notional amounts and related weighted-average interest rates by fiscal year of maturity. The variable rates presented are the average forward rates for the term of each contract.
(US$ equivalent in millions) | ||||||||||||||||||||||||||||||||
Expected Fiscal Year of Maturity | ||||||||||||||||||||||||||||||||
As of October 2, 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||
Debt: | ||||||||||||||||||||||||||||||||
Fixed rate | $ | 13 | $ | 15 | $ | 10 | $ | 9 | $ | 1,006 | $ | 5 | $ | 1,058 | $ | 1,098 | ||||||||||||||||
Average interest rate | 5.0 | % | 5.0 | % | 5.0 | % | 5.0 | % | 5.8 | % | 5.0 | % | 5.7 | % | ||||||||||||||||||
Variable rate | $ | 68 | $ | 376 | (a) | $ | 26 | $ | 1,365 | $ | 32 | $ | 2,385 | $ | 4,252 | $ | 4,243 | |||||||||||||||
Average interest rate | 8.4 | % | 1.5 | % | 3.3 | % | 3.4 | % | 3.3 | % | 3.3 | % | 3.3 | % | ||||||||||||||||||
Interest Rate Swaps: | ||||||||||||||||||||||||||||||||
Receive variable/pay fixed | $ | 575 | $ | 1,000 | $ | 600 | $ | 575 | $ | 225 | $ | — | $ | 2,975 | $ | (50 | ) | |||||||||||||||
Average pay rate | 3.2 | % | 1.6 | % | 1.7 | % | 2.0 | % | 2.9 | % | ||||||||||||||||||||||
Average receive rate | 0.7 | % | 0.8 | % | 0.8 | % | 0.8 | % | 0.8 | % | ||||||||||||||||||||||
(a) | Balance includes $350 million of borrowings under the Receivables Facility. |
As of October 2, 2015, the Company had foreign currency forward exchange contracts outstanding with notional amounts of €43.3 million, £23.9 million, CAD 82.8 million and DKK18.4 million to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. As of October 2, 2015, the fair value of these foreign exchange contracts is $0.9 million, which is included in "Accounts Payable" in our Consolidated Balance Sheets.
The Company entered into a series of pay fixed/receive floating gasoline and diesel fuel agreements based on the Department of Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. As of October 2, 2015, the Company has contracts for approximately 12.8 million gallons outstanding for fiscal 2015. As of October 2, 2015, the fair value of the Company’s gasoline and diesel fuel hedge agreements is $4.4 million, which is included in "Accounts Payable" in our Consolidated Balance Sheets.
Item 8. Financial Statements and Supplementary Data
See Financial Statements and Schedule beginning on page S-1.
Item 9. Changes and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
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Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based upon criteria established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Company's management concluded that the Company's internal control over financial reporting was effective as of October 2, 2015. The effectiveness of the Company's internal control over financial reporting as of October 2, 2015 has been audited by KPMG LLP, the Company's independent registered public accounting firm, as stated in their report that is included herein on the following page.
(c) Change in Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the Company’s fourth quarter of fiscal 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Aramark:
We have audited Aramark and subsidiaries’ (the Company) internal control over financial reporting as of October 2, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Annual Report on Internal Control Over Financial Reporting,” appearing in item 9A, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 2, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Aramark and subsidiaries as of October 2, 2015 and October 3, 2014, and the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013, and our report dated December 1, 2015 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Philadelphia, Pennsylvania
December 1, 2015
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Item 9B. Other Information
Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its “affiliates” knowingly engaged in certain specified activities during the period covered by the report. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Because the SEC defines the term “affiliate” broadly, it includes any entity controlled by us as well as any person or entity that controls us or is under common control with us (“control” is also construed broadly by the SEC). We are not presently aware that we and our consolidated subsidiaries have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the fiscal year ended October 2, 2015. In addition, we sought confirmation from certain entities which were significant stockholders during the period covered by this report with respect to companies that may have been considered our affiliates as to whether they have knowingly engaged in any such reportable transactions or dealings during such period and, except as described below, are not presently aware of any such reportable transactions or dealings by such companies.
The descriptions of the activities below has been provided to us by Warburg Pincus LLC (“WP”), affiliates of which: (i) were significant stockholders of ours during the first half of fiscal year 2015 and (ii) beneficially own more than 10% of the equity interests of, and have the right to designate members of the board of directors of Endurance International Group (“EIG”) and Santander Asset Management Investment Holdings Limited (“SAMIH”). EIG and SAMIH may therefore be deemed to have been under common “control” with us during such period; however, this statement is not meant to be an admission that common control existed.
The disclosures below relates solely to activities conducted by EIG and SAMIH and its non-U.S. affiliates that may be deemed to have been under common “control” with us. The disclosure does not relate to any activities conducted by Aramark or by WP and does not involve our or WP’s management. Neither Aramark nor WP has had any involvement in or control over the disclosed activities of EIG or SAMIH, and neither Aramark nor WP has independently verified or participated in the preparation of the disclosure. Neither Aramark nor WP is representing as to the accuracy or completeness of the disclosure nor do we or WP undertake any obligation to correct or update it.
As to EIG:
EIG disclosed in its annual report on Form 10-K for the year ended December 31, 2014 the following disclosure related to EIG:
“On July 2, 2013, the billing information for a subscriber account, or the Subscriber Account, was updated to include Seyed Mahmoud Mohaddes, or Mohaddes. On September 16, 2013, the Office of Foreign Assets Control, or OFAC, designated Mohaddes as a Specially Designated National, or SDN, pursuant to 31 C.F.R. Part 560.304. On or around September 26, 2014, during a routine compliance scan of new and existing subscriber accounts, we discovered that Mohaddes, a SDN, was named as an account contact for the Subscriber Account. We promptly suspended the Subscriber Account, locked the domain name IOCUKLTD.COM, which was registered to the Subscriber Account, and reported the domain name to OFAC as potentially the property of a SDN subject to blocking pursuant to Executive Order 13599. Since September 16, 2013, when Mohaddes was added to the SDN list, charges in the total amount of $120.35 were made to the Subscriber Account for web hosting and domain privacy services. We have ceased billing for the Subscriber Account. To date, we have not received any correspondence from OFAC regarding this matter.
On July 10, 2014, OFAC designated each of Stars Group Holding, or Stars, and Teleserve Plus SAL, or Teleserve, as SDNs under Executive Order 13224, and their property became subject to blocking pursuant to the Global Terrorism Sanctions Regulations, 31 C.F.R. Part 594. On July 15, 2014, as part of our compliance review processes, we discovered that the domain names associated with each of Stars, STARSCOM.NET, and Teleserve, TELESERVEPLUS.COM, or collectively, the Stars/Teleserve Domain Names, were registered through our platform. We immediately took steps to suspend and lock the Stars/Teleserve Domain Names to prevent them from being transferred or resolving to a website, and we promptly reported the Domain Names as potentially blocked property to OFAC. We did not generate any revenue from the Stars/Teleserve Domain Names between when they were added to the SDN list on July 10, 2014 and when we discovered that they were registered through our platform on July 15, 2014. To date, we have not received any correspondence from OFAC regarding the matter.
On July 15, 2014 during a compliance scan of all domain names on one of our platforms, we identified the domain name KAHANETZADAK.COM, or the Domain Name, which was listed as an ‘also known as,’ or AKA, of the entity Kahane Chai which operates as the American Friends of the United Yeshiva. Kahane Chai was designated as a SDN on November 2, 2001
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pursuant to Executive Order 13224. Because the Domain Name was transferred into a customer account of one of our resellers, there was no direct financial transaction between us and the registered owner of the Domain Name. The Domain Name was suspended upon our discovering it on our platform, and we reported the Domain Name to OFAC as potentially the property of a SDN. To date, we have not received any correspondence from OFAC regarding the matter.”
As to SAMIH:
An affiliate of SAMIH, Santander Consumer USA Holdings Inc., disclosed in its annual report on Form 10-K for the year ended December 31, 2014 the following disclosure related to SAMIH:
“During the period covered by this report:
• | A Santander UK entity holds frozen savings and current accounts for three customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer's designation and have remained blocked and dormant throughout 2014. No revenue has been generated by Santander UK on these accounts. The bank account held for one of these customers was closed in the fourth quarter of 2014. |
• | An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the Non-Proliferation of Weapons of Mass Destruction ("NPWMD") designation, holds a mortgage with Santander UK that was issued prior to any such designation. No further draw-down has been made (or would be allowed) under this mortgage, although we continue to receive repayment installments. In 2014, total revenue in connection with this mortgage was approximately £2,580, while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will only be made in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during 2014. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. In 2014, total revenue for Santander in connection with the investment accounts was approximately £250 while net profits were negligible relative to the overall profits of Santander. |
• | In addition, during the third quarter 2014, Santander UK has identified two additional customers. A UK national designated by the U.S. under the NPWMD sanctions program held a business account. No transactions were made and the account was closed in the fourth quarter of 2014. No revenue or profit was generated by Santander UK on this account. A second UK national designated by the U.S. for terrorism held a personal current account and a personal credit card account, both of which were closed in the third quarter. Although transactions took place on the current account, revenue and profits generated during 2014 were negligible. No transactions took place on the credit card. |
In addition, Santander has certain legacy export credits and performance guarantees with Bank Mellat, which are included in the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List. The Bank entered into two bilateral credit facilities in February 2000 in an aggregate principal amount of €25.9 million. Both credit facilities matured in 2012. In addition, in 2005 Santander participated in a syndicated credit facility for Bank Mellat of €15.5 million, which matures on July 6, 2015. As of December 31, 2014, Santander was owed €2.3 million under this credit facility.
Santander has not been receiving payments from Bank Mellat under any of these credit facilities in recent years. Santander has been and expects to continue to be repaid any amounts due by official export credit agencies, which insure between 95% and 99% of the outstanding amounts under these credit facilities. No funds have been extended by Santander under these facilities since they were granted.
Santander also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations - either under tender documents or under contracting agreements - of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007. However, should any of the contractors default in their obligations under the public bids, Santander would not be able to pay any amounts due to Bank Sepah or Bank Mellat because any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010.
In the aggregate, all of the transactions described above resulted in approximately €41,000 gross revenues and approximately €80,500 net loss to Santander for the year ended December 31, 2014, all of which resulted from the performance of export credit agencies rather than any Iranian entity. Santander has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. Santander is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount - which
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payment would be frozen as explained above (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, Santander intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.”
An affiliate of SAMIH, Santander Consumer USA Holdings Inc., disclosed in its quarterly report on Form 10-Q for the quarter ended March 31, 2015 the following disclosure related to SAMIH:
“During the period covered by this quarterly report:
• | A Santander UK entity holds frozen savings accounts and one current account for two customers resident in the U.K. who are currently designated by the U.S. for terrorism. The accounts held by each customer were blocked after the customer's designation and have remained blocked and dormant throughout the first quarter of 2015. No revenue has been generated by Santander UK on these accounts. |
• | An Iranian national, resident in the U.K., who is currently designated by the U.S. under the Iranian Financial Sanctions Regulations and the NPWMD designation, holds a mortgage with Santander UK that was issued prior to any such designation. No further draw-down has been made (or would be allowed) under this mortgage, although Santander UK continues to receive repayment installments. In the first quarter of 2015, total revenue in connection with this mortgage was approximately £800, while net profits were negligible relative to the overall profits of Santander UK. Santander UK does not intend to enter into any new relationships with this customer, and any disbursements will be made only in accordance with applicable sanctions. The same Iranian national also holds two investment accounts with Santander Asset Management UK Limited. The accounts have remained frozen during the first quarter of 2015. The investment returns are being automatically reinvested, and no disbursements have been made to the customer. For the three months ended March 31, 2015, total revenue for Santander in connection with the investment accounts was approximately £70 while net profits were negligible relative to the overall profits of Santander. |
In addition, Santander has certain legacy export credits and performance guarantees with Bank Mellat, which is included in the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List. Bank Mellat entered into two bilateral credit facilities in February 2000 in an aggregate principal amount of €25.9 million. Both credit facilities matured in 2012. In addition, in 2005 Santander participated in a syndicated credit facility for Bank Mellat of €15.5 million, which matures on July 6, 2015. As of March 31, 2015, Santander was owed €1.8 million under this credit facility.
Santander has not been receiving payments from Bank Mellat under any of these credit facilities in recent years. Santander has been and expects to continue to be repaid any amounts due by official export credit agencies, which insure between 95% and 99% of the outstanding amounts under these credit facilities. No funds have been extended by Santander under these facilities since they were granted.
Santander also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (standby letters of credit to guarantee the obligations - either under tender documents or under contracting agreements - of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007. However, should any of the contractors default in their obligations under the public bids, Santander would not be able to pay any amounts due to Bank Sepah or Bank Mellat because any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010.
In the aggregate, all of the transactions described above resulted in approximately €8,300 gross revenues and approximately €45,000 net loss to Santander for the first quarter of 2015, all of which resulted from the performance of export credit agencies rather than any Iranian entity. Santander has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. Santander is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount - which payment would be frozen as explained above (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, Santander intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.”
48
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our directors and persons nominated to become directors required by Item 10 will be included under the caption "Proposal No. 1 - Election of Directors" in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference. Information about our executive officers is included under the caption “Executive Officers of the Registrant” in Part I of this report.
Information on beneficial ownership reporting compliance required by Item 10 will be included under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
We have a Business Conduct Policy that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available on the Investor Relations section of our website at www.aramark.com. A copy of our Business Conduct Policy may be obtained free of charge by writing to Investor Relations, Aramark, 1101 Market Street, Philadelphia, PA 19107. Our Business Conduct Policy contains a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Please note that our Internet website address is provided as an inactive textual reference only. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our Internet website.
The remaining information required by Item 10 will be included under the caption "Board Committees and Meetings" in the Company’s Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by Item 11 will be included under the caption "Compensation Matters" in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 will be included under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 will be included under the captions "Certain Relationships and Related Transactions" and "Director Independence and Independence Determinations" in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by Item 14 will be included under the caption “Fees to Independent Registered Public Accounting Firm” in the Company's Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
49
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
See Index to Financial Statements and Schedule at page S-1 and the Exhibit Index.
(b) Exhibits Required by Item 601 of Regulation S-K
See the Exhibit Index which is incorporated herein by reference.
(c) Financial Statement Schedules
See Index to Financial Statements and Schedule at page S-1.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized on December 1, 2015.
Aramark | ||||||
By: | /s/ STEPHEN P. BRAMLAGE, JR. | |||||
Name: | Stephen P. Bramlage, Jr. | |||||
Title: | Executive Vice President and Chief Financial Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 1, 2015.
Name | Capacity | |
/s/ ERIC J. FOSS | Chairman, President and Chief Executive Officer | |
Eric J. Foss | ||
/s/ STEPHEN P. BRAMLAGE, JR. | Executive Vice President and Chief Financial Officer | |
Stephen P. Bramlage, Jr. | (Principal Financial Officer and Principal Accounting Officer) | |
/s/ TODD M. ABBRECHT | Director | |
Todd M. Abbrecht | ||
/s/ LAWRENCE T. BABBIO, JR. | Director | |
Lawrence T. Babbio, Jr. | ||
/s/ DAVID A. BARR | Director | |
David A. Barr | ||
/s/ PIERRE-OLIVIER BECKERS-VIEUJANT | Director | |
Pierre-Olivier Beckers-Vieujant | ||
/s/ LEONARD S. COLEMAN, JR. | Director | |
Leonard S. Coleman, Jr. | ||
/s/ IRENE M. ESTEVES | Director | |
Irene M. Esteves | ||
/s/ DANIEL J. HEINRICH | Director | |
Daniel J. Heinrich | ||
/s/ SANJEEV MEHRA | Director | |
Sanjeev Mehra | ||
/s/ STEPHEN SADOVE | Director | |
Stephen Sadove | ||
51
ARAMARK AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Page | |||
All other schedules are omitted because they are not applicable, not required, or the information required to be set forth therein is included in the consolidated financial statements or in the notes thereto.
S-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Aramark:
We have audited the accompanying consolidated balance sheets of Aramark and subsidiaries (the Company) as of October 2, 2015 and October 3, 2014, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aramark and subsidiaries as of October 2, 2015 and October 3, 2014, and the results of their operations and their cash flows for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of October 2, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated December 1, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Philadelphia, Pennsylvania
December 1, 2015
S-2
ARAMARK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
OCTOBER 2, 2015 AND OCTOBER 3, 2014
(in thousands, except share amounts)
October 2, 2015 | October 3, 2014 | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 122,416 | $ | 111,690 | |||
Receivables (less allowances: 2015 - $39,023 ; 2014 - $37,381) | 1,444,574 | 1,582,431 | |||||
Inventories | 575,263 | 553,815 | |||||
Prepayments and other current assets | 236,870 | 217,040 | |||||
Total current assets | 2,379,123 | 2,464,976 | |||||
Property and Equipment, at cost: | |||||||
Land, buildings and improvements | 639,148 | 610,569 | |||||
Service equipment and fixtures | 1,745,545 | 1,745,146 | |||||
2,384,693 | 2,355,715 | ||||||
Less - Accumulated depreciation | (1,425,348 | ) | (1,358,384 | ) | |||
959,345 | 997,331 | ||||||
Goodwill | 4,558,968 | 4,589,680 | |||||
Other Intangible Assets | 1,111,980 | 1,252,741 | |||||
Other Assets | 1,214,634 | 1,150,965 | |||||
$ | 10,224,050 | $ | 10,455,693 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities: | |||||||
Current maturities of long-term borrowings | $ | 81,427 | $ | 89,805 | |||
Accounts payable | 850,040 | 986,240 | |||||
Accrued payroll and related expenses | 522,687 | 532,160 | |||||
Accrued expenses and other current liabilities | 726,834 | 770,668 | |||||
Total current liabilities | 2,180,988 | 2,378,873 | |||||
Long-Term Borrowings | 5,212,290 | 5,355,789 | |||||
Deferred Income Taxes and Other Noncurrent Liabilities | 937,311 | 993,118 | |||||
Redeemable Noncontrolling Interest | 10,102 | 9,877 | |||||
Stockholders' Equity: | |||||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2015— 266,564,567 shares and 2014—256,086,839; and outstanding: 2015— 239,917,320 shares and 2014—233,910,487) | 2,666 | 2,561 | |||||
Capital surplus | 2,784,730 | 2,575,011 | |||||
Accumulated deficit | (228,641 | ) | (382,463 | ) | |||
Accumulated other comprehensive loss | (166,568 | ) | (106,298 | ) | |||
Treasury stock (shares held in treasury: 2015— 26,647,247 shares and 2014—22,176,352) | (508,828 | ) | (370,775 | ) | |||
Total stockholders' equity | 1,883,359 | 1,718,036 | |||||
$ | 10,224,050 | $ | 10,455,693 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
S-3
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands, except per share data)
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Sales | $ | 14,329,135 | $ | 14,832,913 | $ | 13,945,657 | |||||
Costs and Expenses: | |||||||||||
Cost of services provided | 12,880,424 | 13,363,918 | 12,661,145 | ||||||||
Depreciation and amortization | 504,033 | 521,581 | 542,136 | ||||||||
Selling and general corporate expenses | 316,740 | 382,851 | 227,902 | ||||||||
13,701,197 | 14,268,350 | 13,431,183 | |||||||||
Operating income | 627,938 | 564,563 | 514,474 | ||||||||
Interest and Other Financing Costs, net | 285,942 | 334,886 | 423,845 | ||||||||
Income from Continuing Operations Before Income Taxes | 341,996 | 229,677 | 90,629 | ||||||||
Provision for Income Taxes | 105,020 | 80,218 | 19,233 | ||||||||
Income from Continuing Operations | 236,976 | 149,459 | 71,396 | ||||||||
Loss from Discontinued Operations, net of tax | — | — | (1,030 | ) | |||||||
Net income | 236,976 | 149,459 | 70,366 | ||||||||
Less: Net income attributable to noncontrolling interests | 1,030 | 503 | 1,010 | ||||||||
Net income attributable to Aramark stockholders | $ | 235,946 | $ | 148,956 | $ | 69,356 | |||||
Earnings per share attributable to Aramark stockholders: | |||||||||||
Basic: | |||||||||||
Income from Continuing Operations | $ | 0.99 | $ | 0.66 | $ | 0.35 | |||||
Loss from Discontinued Operations | — | — | (0.01 | ) | |||||||
$ | 0.99 | $ | 0.66 | $ | 0.34 | ||||||
Diluted: | |||||||||||
Income from Continuing Operations | $ | 0.96 | $ | 0.63 | $ | 0.34 | |||||
Loss from Discontinued Operations | — | — | (0.01 | ) | |||||||
$ | 0.96 | $ | 0.63 | $ | 0.33 | ||||||
Weighted Average Shares Outstanding: | |||||||||||
Basic | 237,616 | 225,866 | 201,916 | ||||||||
Diluted | 246,616 | 237,451 | 209,370 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
S-4
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Net income | $ | 236,976 | $ | 149,459 | $ | 70,366 | |||||
Other comprehensive (loss) income, net of tax: | |||||||||||
Pension plan adjustments | 3,522 | (13,596 | ) | 19,745 | |||||||
Foreign currency translation adjustments | (43,547 | ) | (31,281 | ) | (17,142 | ) | |||||
Cash flow hedges: | |||||||||||
Losses on cash flow hedges | (34,622 | ) | (17,626 | ) | (5,281 | ) | |||||
Reclassification adjustments | 11,681 | 15,430 | 14,393 | ||||||||
Share of equity investee's comprehensive income | 2,696 | — | 2,805 | ||||||||
Other comprehensive (loss) income, net of tax | (60,270 | ) | (47,073 | ) | 14,520 | ||||||
Comprehensive income | 176,706 | 102,386 | 84,886 | ||||||||
Less: Net income attributable to noncontrolling interests | 1,030 | 503 | 1,010 | ||||||||
Comprehensive income attributable to Aramark stockholders | $ | 175,676 | $ | 101,883 | $ | 83,876 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
S-5
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 236,976 | $ | 149,459 | $ | 70,366 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 504,033 | 521,581 | 542,136 | ||||||||
Income taxes deferred | (4,108 | ) | 37,372 | (17,791 | ) | ||||||
Share-based compensation expense | 66,416 | 96,332 | 19,417 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables | 81,284 | (226,756 | ) | (108,583 | ) | ||||||
Inventories | (29,587 | ) | (19,810 | ) | (34,950 | ) | |||||
Prepayments | 9,763 | (77,609 | ) | (49,224 | ) | ||||||
Accounts payable | (99,265 | ) | 9,657 | 74,462 | |||||||
Accrued expenses | (61,839 | ) | (113,193 | ) | 161,441 | ||||||
Changes in other noncurrent liabilities | (52,136 | ) | (9,034 | ) | (26,506 | ) | |||||
Changes in other assets | 13,595 | 10,123 | 30,581 | ||||||||
Other operating activities | 17,904 | 20,037 | 34,558 | ||||||||
Net cash provided by operating activities | 683,036 | 398,159 | 695,907 | ||||||||
Cash flows from investing activities: | |||||||||||
Purchases of property and equipment, client contract investments and other | (524,384 | ) | (545,194 | ) | (392,932 | ) | |||||
Disposals of property and equipment | 19,128 | 28,494 | 11,298 | ||||||||
Proceeds from divestitures | — | 24,000 | 919 | ||||||||
Acquisition of certain businesses: | |||||||||||
Working capital other than cash acquired | (143 | ) | (540 | ) | (547 | ) | |||||
Property and equipment | — | (6,681 | ) | (183 | ) | ||||||
Additions to goodwill, other intangible assets and other assets, net | (3,234 | ) | (14,235 | ) | (21,836 | ) | |||||
Other investing activities | 4,299 | 8,934 | 17,893 | ||||||||
Net cash used in investing activities | (504,334 | ) | (505,222 | ) | (385,388 | ) | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from long-term borrowings | 71,926 | 1,570,818 | 3,080,464 | ||||||||
Payments of long-term borrowings | (209,621 | ) | (1,978,606 | ) | (3,314,853 | ) | |||||
Net change in funding under the Receivables Facility | — | 50,000 | 36,200 | ||||||||
Payments of dividends | (81,898 | ) | (52,186 | ) | — | ||||||
Proceeds from initial public offering, net | — | 524,081 | — | ||||||||
Proceeds from issuance of common stock | 39,946 | 4,408 | 5,597 | ||||||||
Distribution in connection with spin-off of Seamless | — | — | (47,352 | ) | |||||||
Repurchase of common stock | (50,176 | ) | (4,730 | ) | (42,399 | ) | |||||
Other financing activities | 61,847 | (6,030 | ) | (53,926 | ) | ||||||
Net cash provided by (used in) financing activities | (167,976 | ) | 107,755 | (336,269 | ) | ||||||
Increase (decrease) in cash and cash equivalents | 10,726 | 692 | (25,750 | ) | |||||||
Cash and cash equivalents, beginning of period | 111,690 | 110,998 | 136,748 | ||||||||
Cash and cash equivalents, end of period | $ | 122,416 | $ | 111,690 | $ | 110,998 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
S-6
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Total | Total Aramark Stockholders' Equity | Common Stock | Capital Surplus | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest | ||||||||||||||||||||||||
Balance, September 28, 2012 | $ | 966,864 | $ | 933,017 | $ | 2,159 | $ | 1,636,128 | $ | (444,479 | ) | $ | (73,745 | ) | $ | (187,046 | ) | $ | 33,847 | ||||||||||||
Net income | 69,572 | 69,356 | 69,356 | 216 | |||||||||||||||||||||||||||
Other comprehensive income | 14,520 | 14,520 | 14,520 | ||||||||||||||||||||||||||||
Capital contributions from issuance of common stock | 24,559 | 24,559 | 35 | 24,524 | |||||||||||||||||||||||||||
Compensation expense related to stock incentive plans | 19,417 | 19,417 | 19,417 | ||||||||||||||||||||||||||||
Tax benefits related to stock incentive plans | 4,841 | 4,841 | 4,841 | ||||||||||||||||||||||||||||
Decrease in common stock subject to repurchase obligation, net | 8,753 | 8,753 | 8,753 | ||||||||||||||||||||||||||||
Repurchases of common stock | (66,646 | ) | (66,646 | ) | (66,646 | ) | |||||||||||||||||||||||||
Distributions of Seamless | (138,173 | ) | (104,110 | ) | (104,110 | ) | (34,063 | ) | |||||||||||||||||||||||
Balance, September 27, 2013 | $ | 903,707 | $ | 903,707 | $ | 2,194 | $ | 1,693,663 | $ | (479,233 | ) | $ | (59,225 | ) | $ | (253,692 | ) | $ | — | ||||||||||||
Net income attributable to Aramark Stockholders | 148,956 | 148,956 | 148,956 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | (47,073 | ) | (47,073 | ) | (47,073 | ) | |||||||||||||||||||||||||
Capital contributions from issuance of common stock | 62,087 | 62,087 | 87 | 62,000 | |||||||||||||||||||||||||||
Capital contributions from initial public offering | 524,081 | 524,081 | 280 | 523,801 | |||||||||||||||||||||||||||
Compensation expense related to stock incentive plans | 96,332 | 96,332 | 96,332 | ||||||||||||||||||||||||||||
Tax benefits related to stock incentive plans | 40,507 | 40,507 | 40,507 | ||||||||||||||||||||||||||||
Change due to termination of provision in Stockholders' Agreement | 158,708 | 158,708 | 158,708 | ||||||||||||||||||||||||||||
Repurchases of common stock | (117,083 | ) | (117,083 | ) | (117,083 | ) | |||||||||||||||||||||||||
Payment of dividends | (52,186 | ) | (52,186 | ) | (52,186 | ) | |||||||||||||||||||||||||
Balance, October 3, 2014 | $ | 1,718,036 | $ | 1,718,036 | $ | 2,561 | $ | 2,575,011 | $ | (382,463 | ) | $ | (106,298 | ) | $ | (370,775 | ) | $ | — | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
S-7
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
(in thousands)
Total Stockholders' Equity | Common Stock | Capital Surplus | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||
Balance, October 3, 2014 | $ | 1,718,036 | $ | 2,561 | $ | 2,575,011 | $ | (382,463 | ) | $ | (106,298 | ) | $ | (370,775 | ) | ||||||||
Net income attributable to Aramark stockholders | 235,946 | 235,946 | |||||||||||||||||||||
Other comprehensive loss | (60,270 | ) | (60,270 | ) | |||||||||||||||||||
Capital contributions from issuance of common stock | 77,095 | 105 | 76,990 | ||||||||||||||||||||
Compensation expense related to stock incentive plans | 66,416 | 66,416 | |||||||||||||||||||||
Tax benefits related to stock incentive plans | 66,313 | 66,313 | |||||||||||||||||||||
Repurchases of common stock | (138,053 | ) | (138,053 | ) | |||||||||||||||||||
Payments of dividends | (82,124 | ) | (82,124 | ) | |||||||||||||||||||
Balance, October 2, 2015 | $ | 1,883,359 | $ | 2,666 | $ | 2,784,730 | $ | (228,641 | ) | $ | (166,568 | ) | $ | (508,828 | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
S-8
NOTE 1. NATURE OF BUSINESS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Aramark (the “Company”) is a leading global provider of food, facilities and uniform services to education, healthcare, business & industry, and sports, leisure and corrections clients. The Company's core market is North America (composed of the United States and Canada), which is supplemented by an additional 19-country footprint serving many of the fastest growing global geographies. The Company operates its business in three reportable segments that share many of the same operating characteristics: Food and Support Services North America ("FSS North America"), Food and Support Services International ("FSS International") and Uniform and Career Apparel ("Uniform").
On December 12, 2013, Aramark's common stock began trading on the New York Stock Exchange under the symbol "ARMK" after its initial public offering ("IPO") of 28,000,000 shares of its common stock at a price of $20.00 per share (see Note 9).
The consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling financial interest is maintained in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). All significant intercompany transactions and accounts have been eliminated.
Fiscal Year
The Company’s fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest September 30th. The fiscal years ended October 2, 2015 and September 27, 2013 were each fifty-two week periods and the fiscal year ended October 3, 2014 was a fifty-three week period.
New Accounting Standard Updates
In July 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standard update ("ASU") which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. The guidance is effective for the Company in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.
In April 2015, the FASB issued an ASU on debt issuance costs which requires presentation on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts, and will no longer be recorded as a separate asset. The guidance is effective for the Company in the first quarter of fiscal 2017 and early adoption is permitted. The Company is currently evaluating the impact of the pronouncement.
In June 2014, the FASB issued an ASU on stock compensation which requires that a performance target affecting vesting and that could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the Company beginning in the first quarter of fiscal 2017. The Company is currently evaluating the impact of the pronouncement relative to its stock incentive awards.
In May 2014, the FASB issued an ASU on revenue from contracts with customers which outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The guidance is effective for the Company beginning in the first quarter of fiscal 2019. The Company is currently evaluating the impact of the pronouncement.
In January 2014, the FASB issued an ASU which states that companies should not account for certain service concession arrangements with public-sector entities as leases and should not recognize the related infrastructure as property, plant and equipment. The guidance is effective for the Company beginning in the first quarter of fiscal 2016. The Company does not believe the pronouncement will have a material impact on the consolidated financial statements.
Revenue Recognition
The Company recognizes sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed and determinable and collectability is reasonably assured. In each of the Company’s operating segments, sales are recognized in the period in which services are provided pursuant to the terms of the Company’s contractual relationships with its clients. The Company generally records sales on food and support services contracts (both profit and loss contracts and client interest contracts) on a gross basis as the Company is the primary obligor and service provider.
Certain profit and loss contracts include commissions paid to the client, typically calculated as a fixed or variable percentage of various categories of sales. In some cases these contracts require minimum guaranteed commissions. Commissions paid to clients are recorded in “Cost of services provided.”
Sales from client interest contracts are generally comprised of amounts billed to clients for food, labor and other costs that the Company incurs, controls and pays for. Sales from client interest contracts also include any associated management fees, client
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subsidies or incentive fees based upon the Company’s performance under the contract. Sales from direct marketing activities are recognized upon shipment. All sales related taxes are presented on a net basis.
Vendor Consideration
Consideration received from vendors include rebates, allowances and volume discounts and are accounted for as an adjustment to the cost of the vendors’ products or services and are reported as a reduction of “Cost of services provided,” “Inventory,” or “Property and Equipment.” Income from rebates, allowances and volume discounts is recognized based on actual purchases in the fiscal period relative to total actual or forecasted purchases to be made over the contractual rebate period agreed to with the vendor. Rebates, allowances and volume discounts related to Inventory held at the balance sheet date are deducted from the carrying value of these inventories. Rebates, allowances and volume discounts related to Property and Equipment are deducted from the costs capitalized.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could materially differ from those estimates.
Comprehensive Income
Comprehensive income includes all changes to stockholders' equity during a period, except those resulting from investments by and distributions to stockholders. Components of comprehensive income include net income (loss), changes in foreign currency translation adjustments (net of tax), pension plan adjustments (net of tax), changes in the fair value of cash flow hedges (net of tax) and changes to the share of any equity investees' comprehensive income (net of tax).
The summary of the components of comprehensive income (loss) is as follows (in thousands):
Fiscal Year Ended | |||||||||||||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||||||||||||||
Pre-Tax Amount | Tax Effect | After-Tax Amount | Pre-Tax Amount | Tax Effect | After-Tax Amount | Pre-Tax Amount | Tax Effect | After-Tax Amount | |||||||||||||||
Net income | $ | 236,976 | $ | 149,459 | $ | 70,366 | |||||||||||||||||
Pension plan adjustments | 2,832 | 690 | 3,522 | (17,640 | ) | 4,044 | (13,596 | ) | 29,943 | (10,198 | ) | 19,745 | |||||||||||
Foreign currency translation adjustments | (50,458 | ) | 6,911 | (43,547 | ) | (37,246 | ) | 5,965 | (31,281 | ) | (30,832 | ) | 13,690 | (17,142 | ) | ||||||||
Cash flow hedges: | |||||||||||||||||||||||
Losses on cash flow hedges | (58,143 | ) | 23,521 | (34,622 | ) | (29,201 | ) | 11,575 | (17,626 | ) | (8,881 | ) | 3,600 | (5,281 | ) | ||||||||
Reclassification adjustments | 20,143 | (8,462 | ) | 11,681 | 25,921 | (10,491 | ) | 15,430 | 23,768 | (9,375 | ) | 14,393 | |||||||||||
Share of equity investee's comprehensive income | 4,148 | (1,452 | ) | 2,696 | — | — | — | 4,315 | (1,510 | ) | 2,805 | ||||||||||||
Other comprehensive income (loss) | (81,478 | ) | 21,208 | (60,270 | ) | (58,166 | ) | 11,093 | (47,073 | ) | 18,313 | (3,793 | ) | 14,520 | |||||||||
Comprehensive income | 176,706 | 102,386 | 84,886 | ||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | 1,030 | 503 | 1,010 | ||||||||||||||||||||
Comprehensive income attributable to Aramark stockholders | $ | 175,676 | $ | 101,883 | $ | 83,876 | |||||||||||||||||
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Accumulated other comprehensive loss consists of the following (in thousands):
October 2, 2015 | October 3, 2014 | ||||||
Pension plan adjustments | $ | (40,597 | ) | $ | (44,119 | ) | |
Foreign currency translation adjustments | (71,541 | ) | (27,994 | ) | |||
Cash flow hedges | (49,131 | ) | (26,190 | ) | |||
Share of equity investee's Accumulated Other Comprehensive loss | (5,299 | ) | (7,995 | ) | |||
$ | (166,568 | ) | $ | (106,298 | ) | ||
Currency Translation
Gains and losses resulting from the translation of financial statements of non-U.S. subsidiaries are reflected as a component of accumulated other comprehensive income (loss) in stockholders' equity. Transaction gains and losses included in operating results for fiscal 2015, fiscal 2014 and fiscal 2013 were not material.
Current Assets
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Inventories are valued at the lower of cost (principally the first-in, first-out method) or market. Personalized work apparel, linens and other rental items in service are recorded at cost and are amortized over their estimated useful lives, which primarily range from one to four years. The amortization rates used are based on the Company’s specific experience.
The components of inventories are as follows:
October 2, 2015 | October 3, 2014 | |||||
Food | 37.2 | % | 39.3 | % | ||
Career apparel and linens | 60.3 | % | 57.9 | % | ||
Parts, supplies and novelties | 2.5 | % | 2.8 | % | ||
100.0 | % | 100.0 | % | |||
During the third quarter of fiscal 2015, the Company recorded an impairment charge of approximately $8.7 million, which is included in "Cost of services provided" in the Consolidated Statement of Income, to write down the book value of one of its buildings within the FSS North America segment to its fair value (its appraised value). The building assets are classified as held for sale and included in "Prepayments and other current assets" in the Consolidated Balance Sheets as of October 2, 2015.
Property and Equipment
Property and equipment are stated at cost and are depreciated over their estimated useful lives on a straight-line basis. Gains and losses on dispositions are included in operating results. Maintenance and repairs are charged to current operations, and replacements and significant improvements that extend the useful life of the asset are capitalized. The estimated useful lives for the major categories of property and equipment are 10 to 40 years for buildings and improvements and 3 to 10 years for service equipment and fixtures. Depreciation expense during fiscal 2015, fiscal 2014 and fiscal 2013 was $226.6 million, $239.9 million, and $239.1 million, respectively. During fiscal 2015, the Company received proceeds of approximately $9.8 million related to the sale of a building within the FSS North America segment, resulting in a gain of approximately $3.1 million.
Other Assets
Other assets consist primarily of investments in 50% or less owned entities, client contract investments, deferred financing costs, computer software costs, pension assets and long-term receivables. Investments in which the Company owns more than 20% but less than a majority are accounted for using the equity method. Investments in which the Company owns less than 20% are accounted for under the cost method. Client contract investments generally represent a cash payment provided by the Company to help finance improvement or renovation at the facility from which the Company operates. These amounts are amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is generally reimbursed for the unamortized client contract investment amount. Client contract investments, net, principally in the FSS North America segment, were $782.7 million and $670.6 million as of October 2, 2015 and October 3, 2014, respectively. Amortization expense for client contract investments was $128.8 million, $106.2 million and $100.9 million during fiscal 2015, fiscal 2014 and fiscal 2013, respectively.
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The Company’s principal equity method investment is its 50% ownership interest in AIM Services Co., Ltd., a Japanese food and support services company (approximately $152.5 million and $180.3 million at October 2, 2015 and October 3, 2014, respectively, which is included in “Other Assets” in the Consolidated Balance Sheets). Summarized financial information for AIM Services Co., Ltd. follows (in thousands):
October 2, 2015 | October 3, 2014 | ||||||||||
Current assets | $ | 279,244 | $ | 376,914 | |||||||
Noncurrent assets | 127,158 | 154,510 | |||||||||
Current liabilities | 234,305 | 302,230 | |||||||||
Noncurrent liabilities | 32,625 | 52,489 | |||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Sales | $ | 1,377,043 | $ | 1,552,250 | $ | 1,693,598 | |||||
Gross profit | 152,539 | 174,194 | 192,857 | ||||||||
Net income | 25,747 | 26,869 | 29,236 | ||||||||
The period to period comparisons of the summarized financial information for AIM Services Co., Ltd., presented in U.S. dollars above, is significantly impacted by currency translation. The Company’s equity in undistributed earnings of AIM Services Co., Ltd., was $10.7 million, $10.5 million and $11.5 million for fiscal 2015, fiscal 2014 and fiscal 2013, respectively, and is recorded as a reduction of "Cost of services provided" in the Consolidated Statements of Income. During fiscal 2015, fiscal 2014 and fiscal 2013, the Company received $22.2 million, $6.5 million and $7.9 million of cash distributions from AIM Services Co., Ltd, respectively.
Other Accrued Expenses and Liabilities
Accrued expenses and other current liabilities consist principally of insurance accruals, advanced payments from clients, taxes, interest, fair value of interest rate swaps and accrued commissions. Advanced payments from clients as of October 2, 2015 and October 3, 2014 were $248.1 million and $267.7 million, respectively. The Company is self-insured for the risk retained under its general liability and workers’ compensation arrangements. Self-insurance reserves are recorded based on historical claims experience and actuarial analyses. As of October 2, 2015 and October 3, 2014, $51.8 million and $51.1 million of insurance accruals were included in accrued expenses and other current liabilities, respectively.
Noncurrent liabilities consist primarily of deferred compensation, insurance accruals, pension liabilities, environmental obligations, fair value of interest rate swaps and other hedging agreements and asset retirement obligations.
Share-Based Compensation
The Company recognizes compensation cost related to share-based payment transactions in the consolidated financial statements. The cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award). See Note 10 for additional information on share-based compensation.
Supplemental Cash Flow Information
Fiscal Year Ended | ||||||||||||
(dollars in millions) | October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Interest paid | $ | 267.9 | $ | 348.5 | $ | 350.6 | ||||||
Income taxes paid | $ | 31.5 | $ | 55.8 | $ | 74.8 | ||||||
Significant noncash activities follow:
• | During fiscal 2015, fiscal 2014 and fiscal 2013, the Company executed capital lease transactions. The present value of the future rental obligations was approximately $17.9 million, $16.6 million and $16.1 million for the respective periods, which is included in property and equipment and long-term borrowings. |
• | During fiscal 2015, fiscal 2014 and fiscal 2013, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were approximately $89.6 million, $116.3 million and $26.9 million, respectively. |
• | During fiscal 2014, obligations related to client contract investments of approximately $57.2 million that were unpaid at October 3, 2014 and were included in other assets and accounts payable. |
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NOTE 2. DIVESTITURES:
Fiscal 2015
During the fourth quarter of fiscal 2015, the Company announced it had made the decision to exit certain operations within the FSS International segment. The Company will be winding down these operations during fiscal 2016. As a result of this action, the Company incurred charges of approximately $14.6 million during fiscal 2015, which consists of severance charges (approximately $4.4 million), asset write-downs (approximately $8.0 million) and certain other exit costs (approximately $2.2 million). The Company recorded these charges in “Cost of services provided” in the Consolidated Statements of Income. The Company expects to incur additional costs of approximately $1.5 million in association with this action over fiscal 2016 as the exit from these operations is completed.
Aramark India Private Limited Divestiture
During the second quarter of fiscal 2015, the Company completed the sale of Aramark India Private Limited ("India"), resulting in a pretax loss of approximately $4.3 million (after tax gain of approximately $1.8 million due to the tax basis exceeding the book basis of the subsidiary), which is included in "Cost of services provided" in the Consolidated Statements of Income for fiscal 2015. The Company did not receive any proceeds from the sale of its India subsidiary. The results of operations and cash flows associated with the India subsidiary divestiture were not material to the Company's Consolidated Statements of Income and Cash Flows.
Fiscal 2014
McKinley Chalet Hotel Divestiture
During the first quarter of fiscal 2014, the Company completed the sale of its McKinley Chalet Hotel (the "Chalet") located adjacent to Denali National Park for approximately $24.0 million in cash. The transaction resulted in a pretax loss of approximately $6.7 million (net of tax loss of approximately $9.1 million), which is included in "Cost of services provided" in the Consolidated Statements of Income for fiscal 2014. The pretax loss includes a write-off of an allocation of goodwill of approximately $12.8 million. The results of operations and cash flows associated with the Chalet divestiture were not material to the Company's Consolidated Statements of Income and Cash Flows.
Fiscal 2013
Spin-off of Seamless Holdings Corporation (now a part of GrubHub Inc.)
During the first quarter of fiscal 2013, the Company completed the spin-off of its majority interest in Seamless North America, LLC ("Seamless") to its stockholders.
In the spin-off, Aramark Services, Inc. distributed all of the issued and outstanding shares of the common stock of Seamless Holdings Corporation (“Seamless Holdings”), an entity formed for the purpose of completing the spin-off and whose assets primarily consist of the Company's former interest in Seamless, to its parent company and sole stockholder, ARAMARK Intermediate. Thereafter, ARAMARK Intermediate distributed such shares to the Company, its parent company and sole stockholder, who then distributed all of the shares of Seamless Holdings on a pro rata basis to the holders of the Company's common stock as of October 26, 2012, the record date, through a tax-free stock dividend. Each Company stockholder received one share of Seamless Holdings common stock for each share of the Company's common stock held as of the record date.
Until October 29, 2012, Seamless Holdings and its subsidiaries were part of the Company and its assets, liabilities, results of operations, and cash flows are included in the amounts reported in these consolidated financial statements until that date. Following the spin-off, Seamless Holdings is an independent company and the Company retains no ownership interest in Seamless Holdings or Seamless. The Company's pro forma results of operations for fiscal 2013 would not have been materially different than reported assuming the spin-off and related transactions had occurred at the beginning of the prior year period.
NOTE 3. SEVERANCE AND ASSET WRITE-DOWNS:
During fiscal 2013, the Company initiated a series of actions and developed plans to drive efficiencies through the consolidation and centralization of select functions. As a result, the Company recorded charges during fiscal 2013 of approximately $63.9 million for severance and related costs. In addition, the Company recorded charges during fiscal 2013 of approximately $11.7 million for goodwill impairments and other asset write-downs of approximately $12.0 million primarily related to the write-offs of certain client contractual investments. During fiscal 2014, as a result of additional cost saving and refinements and the continuation of productivity initiatives to the Company's original plans developed in fiscal 2013 for consolidation and centralization initiatives and actual attrition of the workforce, the Company recorded net severance charges of approximately $21.3 million.
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During fiscal 2015, as part of the next phase related to streamlining and improving the efficiency and effectiveness of the Company's selling, general and administrative functions, the Company incurred net severance charges of approximately $23.1 million (exclusive of the severance charges incurred related to the exit of certain operations within the FSS International segment- see Note 2). In addition, during fiscal 2015, the Company recorded charges of approximately $6.0 million to write-off service equipment from the decline in its Canadian remote services business within our FSS North America segment, which is included in “Cost of services provided” in the Consolidated Statements of Income.
The following table summarizes the unpaid obligations for severance and related costs as of October 2, 2015, which are included in "Accrued payroll and related expenses" in the Consolidated Balance Sheets. The majority of the unpaid obligations are expected to be paid during fiscal 2016.
(in millions) | October 3, 2014 | Net Charges | Payments and Other | October 2, 2015 | |||||||||
Severance and Related Costs Accrual | $40.7 | 23.1 | (37.8 | ) | $26.0 | ||||||||
NOTE 4. GOODWILL AND OTHER INTANGIBLE ASSETS:
Goodwill represents the excess of the fair value of consideration paid for an acquired entity over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized and is subject to an impairment test that the Company conducts annually, or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists, using discounted cash flows. The Company performs its assessment of goodwill at the reporting unit level. Within the FSS International segment, each country is evaluated separately since such operating units are relatively autonomous and separate goodwill balances have been recorded for each entity. The Company has completed its annual goodwill impairment test for fiscal 2015, which determined goodwill was not impaired. The Company performs its annual impairment test as of the end of the fiscal month August.
Goodwill, allocated by segment, is as follows (in thousands):
Segment | October 3, 2014 | Acquisitions and Divestitures | Translation | October 2, 2015 | |||||||||||
FSS North America | $ | 3,583,656 | $ | — | $ | (291 | ) | $ | 3,583,365 | ||||||
FSS International | 431,245 | — | (30,421 | ) | 400,824 | ||||||||||
Uniform | 574,779 | — | — | 574,779 | |||||||||||
$ | 4,589,680 | $ | — | $ | (30,712 | ) | $ | 4,558,968 | |||||||
Other intangible assets consist of (in thousands):
October 2, 2015 | October 3, 2014 | ||||||||||||||||||||||
Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
Customer relationship assets | $ | 1,859,689 | $ | (1,494,885 | ) | 364,804 | $ | 1,885,222 | $ | (1,386,248 | ) | $ | 498,974 | ||||||||||
Trade names | 748,809 | (1,633 | ) | 747,176 | 755,400 | (1,633 | ) | 753,767 | |||||||||||||||
$ | 2,608,498 | $ | (1,496,518 | ) | $ | 1,111,980 | $ | 2,640,622 | $ | (1,387,881 | ) | $ | 1,252,741 | ||||||||||
Acquisition-related intangible assets consist of customer relationship assets, the Aramark trade name and other trade names. Customer relationship assets are being amortized principally on a straight-line basis over the expected period of benefit, 3 to 24 years, with a weighted average life of approximately 12 years. The Aramark trade name is an indefinite lived intangible asset and is not amortizable but is evaluated for impairment at least annually. The Company completed its annual trade name impairment test for fiscal 2015, which did not result in an impairment charge.
Intangible assets of approximately $3.3 million were acquired through certain immaterial business combinations during fiscal 2015. Amortization of intangible assets for fiscal 2015, fiscal 2014 and fiscal 2013 was approximately $133 million, $158 million and $192 million, respectively.
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Based on the recorded balances at October 2, 2015, total estimated amortization of all acquisition-related intangible assets for fiscal years 2016 through 2020 follows (in thousands):
2016 | $ | 96,961 | |
2017 | $ | 74,043 | |
2018 | $ | 50,866 | |
2019 | $ | 41,302 | |
2020 | $ | 40,679 | |
NOTE 5. BORROWINGS:
Long-term borrowings are summarized in the following table (in thousands):
October 2, 2015 | October 3, 2014 | |||||||
Senior secured revolving credit facility | $ | 70,000 | $ | — | ||||
Senior secured term loan facility, due July 2016 | 74,130 | 74,884 | ||||||
Senior secured term loan facility, due September 2019 | 1,195,697 | 1,351,189 | ||||||
Senior secured term loan facility, due February 2021 | 2,501,141 | 2,559,925 | ||||||
5.75% senior notes, due March 2020 | 1,000,000 | 1,000,000 | ||||||
Receivables Facility, due May 2017 | 350,000 | 350,000 | ||||||
Capital leases | 57,660 | 54,420 | ||||||
Other | 45,089 | 55,176 | ||||||
5,293,717 | 5,445,594 | |||||||
Less—current portion | (81,427 | ) | (89,805 | ) | ||||
$ | 5,212,290 | $ | 5,355,789 | |||||
As of October 2, 2015, there was approximately $437.4 million of outstanding foreign currency borrowings.
Senior Secured Credit Agreement
Senior Secured Term Loan Facilities
The senior secured term loan facility consists of the following subfacilities as of October 2, 2015:
• | A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of $1,195.7 million (due 2019) and $2,108.8 million (due 2021); |
• | A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $74.1 million (due 2016); |
• | A yen denominated term loan to Aramark Services, Inc. in the amount of ¥4,966.8 million (approximately $41.4 million due 2021); |
• | A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD33.5 million (approximately $25.4 million due 2021); |
• | A euro denominated term loan to an Irish subsidiary in an amount of €137.4 million (approximately $154.0 million due 2021); and |
• | A sterling denominated term loan to a U.K. subsidiary in an amount of £112.8 million (approximately $171.5 million due 2021); |
The primary borrower under the senior secured credit facilities is Aramark Services, Inc. In addition, certain subsidiaries of Aramark Services, Inc. are borrowers under certain subfacilities of the term loan facility and/or the revolving credit facility. The Company is not a guarantor under the senior secured credit facilities and is not subject to the covenants or obligations under the senior secured credit agreement.
Debt of $74.1 million related to the U.S. dollar denominated term loan to a Canadian subsidiary, contractually due 2016, has been classified as noncurrent in the Consolidated Balance Sheets as the Company has the ability and intent to finance the repayment of this term loan through additional borrowings under the Senior Secured Credit Agreement (see Note 18).
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Senior Secured Revolving Credit Facility
The senior secured revolving credit facility consists of the following subfacilities:
• | A revolving credit facility available for loans in U.S. dollars to Aramark Services, Inc. with aggregate commitments of $680 million (due February 24, 2019); and |
• | A revolving credit facility available for loans in Canadian dollars or U.S. dollars to Aramark Services, Inc. or a Canadian subsidiary with aggregate commitments of $50 million (due February 24, 2019). |
2014 Amendment Agreement
On February 24, 2014, Aramark Services, Inc. entered into an Amendment Agreement (“2014 Amendment Agreement”) to the Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The 2014 Amendment Agreement amended and restated the Credit Agreement effective as of February 24, 2014. Among other things, the 2014 Amendment Agreement provided for approximately $3,982.0 million in the aggregate of new term loans, all of which were borrowed on February 24, 2014. $2,582.0 million of these new term loans have a maturity date of February 24, 2021, with an acceleration to December 13, 2019 if the 5.75% Senior Notes due March 15, 2020 remain outstanding on December 13, 2019. The remaining $1,400.0 million of new term loans have a maturity date of September 7, 2019. The term loans due on February 24, 2021 include €140.0 million of term loans denominated in euros, £115.0 million of term loans denominated in sterling and ¥5,042.0 million of term loans denominated in yen. The proceeds of the new term loans were used to refinance all existing term loans under the Credit Agreement with the exception of approximately $75.0 million in term loans due 2016 borrowed by Aramark Services, Inc.’s Canadian subsidiary. All U.S. dollar denominated new term loans have an applicable margin of 2.50% for eurocurrency (LIBOR) borrowings, subject to a LIBOR floor of 0.75%, and an applicable margin of 1.50% for base-rate borrowings, subject to a minimum base rate of 1.75%. The new yen denominated and euro denominated term loans have an applicable margin of 2.75%, subject to a LIBOR floor of 0.75%, and the new sterling denominated terms loans have an applicable margin of 3.25%., subject to a LIBOR floor of 0.75%. The term loans due on February 24, 2021 were borrowed with an original issue discount of 0.50%. The term loans due on September 7, 2019 were borrowed with an original issue discount of 0.25%.
During fiscal 2014, approximately $22.9 million of lender fees and third-party costs directly attributable to the term loans of the 2014 Amendment Agreement were capitalized and are included in the Consolidated Balance Sheets. Approximately $3.4 million and $5.1 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners, respectively. The Company also recorded charges to "Interest and Other Financing Costs, net” in the Consolidated Statements of Income during fiscal 2014 consisting of $13.1 million of third-party costs and $12.6 million of non-cash charges for the write-off of deferred financing costs and original issue discount.
Amendment Agreement No. 1
On March 28, 2014, Aramark Services, Inc. entered into Amendment Agreement No. 1 to the 2014 Amendment Agreement, which allowed Aramark Services, Inc. to borrow in a Canadian dollar denominated term loan in an amount of CAD34.0 million, due February 2021.
The 2014 Amendment Agreement also extended, from January 26, 2017, to February 24, 2019, the maturity of $565.0 million in revolving lender commitments and increased the revolving lender commitments by $165 million. During fiscal 2014, approximately $4.8 million of third-party costs directly attributable to the revolving credit facility of the 2014 Amendment Agreement were capitalized and are included in "Other Assets" in the Consolidated Balance Sheets.
The applicable margin spread for U.S. dollar borrowings under the $680.0 million of extended revolving credit commitments is 2.50% with respect to eurocurrency (LIBOR) borrowings and 1.50% with respect to base-rate borrowings. The applicable margin spread for Canadian dollar borrowings under the revolving credit facility are 2.50% for BA (bankers’ acceptance) rate borrowings and 1.50% for base rate borrowings. U.S. and Canadian swingline loans must be base rate borrowings.
In addition to paying interest on outstanding principal, the Company is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate is 0.50% per annum.
The Company's revolving credit facility includes a $250.0 million sublimit for letters of credit and includes borrowing capacity available for short-term borrowings referred to as swingline loans subject to a sublimit.
The senior secured credit facilities provide that the Company has the right at any time to request up to $555.0 million of incremental commitments in the aggregate under one or more incremental term loan facilities and/or synthetic letter of credit facilities and/or revolving credit facilities and/or by increasing commitments under the revolving credit facility. The lenders under these facilities are not under any obligation to provide any such incremental facilities or commitments, and any such addition of or increase in facilities or commitments will be subject to pro forma compliance with an incurrence-based financial
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covenant and customary conditions precedent. Our ability to obtain extensions of credit under these incremental facilities or commitments is subject to the same conditions as extensions of credit under the existing credit facilities.
As of October 2, 2015, there was approximately $643.5 million available for borrowing on the revolving credit facility.
Prepayments and Amortization
The senior secured credit agreement requires us to prepay outstanding term loans, subject to certain exceptions, with:
• | 50% of Aramark Services, Inc.’s annual excess cash flow (as defined in the senior secured credit agreement) with stepdowns to 25% and 0% upon Aramark Services, Inc.’s reaching a certain consolidated leverage ratio threshold; |
• | 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; and |
• | 100% of the net cash proceeds of any incurrence of debt, including debt incurred by any business securitization subsidiary in respect of any business securitization facility, but excluding proceeds from the receivables facilities and other debt permitted under the senior secured credit agreement. |
The foregoing mandatory prepayments will be applied to the term loan facilities as directed by us. The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than as set forth below and customary “breakage” costs with respect to LIBOR loans. Prepaid term loans may not be reborrowed.
During fiscal 2015, the Company made an optional prepayment of approximately $157.0 million of outstanding U.S. dollar term loans. During fiscal 2014, the Company prepaid approximately $35.0 million to cover required principal payments on the 2019 term loan.
If a change of control as defined in the senior secured credit agreement occurs, this will cause an event of default under the credit agreement. Upon an event of default, the senior secured credit facilities may be accelerated, in which case the Company would be required to repay all outstanding loans plus accrued and unpaid interest and all other amounts outstanding under the senior credit facilities.
The Company is required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 1% per annum of their funded total principal amount. This requirement does not apply to the senior secured term loan facility, due September 2019, due to the principal prepayments made by the Company.
Guarantees and Certain Covenants
All obligations under the senior secured credit agreement are unconditionally guaranteed by ARAMARK Intermediate Holdco Corporation and, subject to certain exceptions, substantially all of Aramark Services, Inc.’s existing and future domestic subsidiaries (excluding certain immaterial and dormant subsidiaries, receivables facility subsidiaries, business securitization subsidiaries and certain subsidiaries designated by us under our senior secured credit agreement as “unrestricted subsidiaries”), referred to, collectively, as U.S. Guarantors. All obligations of each foreign borrower under the senior secured credit facilities are unconditionally guaranteed by Aramark Services, Inc., the U.S. guarantors and, subject to certain exceptions and qualifications, the respective other foreign borrowers. All obligations under the senior secured credit facilities, and the guarantees of those obligations, are also secured by pledges of 100% of the capital stock of Aramark Services, Inc. and 100% of the capital stock held by Aramark Services, Inc. or any of the U.S. Guarantors.
The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, Aramark Services, Inc.’s ability to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase its capital stock; make investments, loans or advances; repay or repurchase any notes; create restrictions on the payment of dividends or other amounts to Aramark Services, Inc. from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing Aramark Services, Inc.’s outstanding notes (or any indebtedness that refinances the notes); and fundamentally change Aramark Services, Inc.’s business. In addition, the senior secured revolving credit facility requires Aramark Services, Inc. to maintain a maximum senior secured leverage ratio and imposes limitations on capital expenditures. The senior secured credit agreement also contains certain customary affirmative covenants, such as financial and other reporting, and certain events of default. At October 2, 2015, Aramark Services, Inc. was in compliance with all of these covenants.
The senior secured credit agreement requires Aramark Services, Inc. to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875x, being reduced over time to 5.125x (as of October 2, 2015—5.25x). Consolidated total indebtedness secured by a lien is defined in the senior secured credit agreement as total indebtedness outstanding under the senior secured credit agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash
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equivalents on the consolidated balance sheet that is free and clear of any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if Aramark Services, Inc.’s revolving credit facility lenders failed to waive any such default, would also constitute a default under the indenture. The actual ratio at October 2, 2015 was 3.29x.
The senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, as a condition for Aramark Services, Inc. to incur additional indebtedness and to make certain restricted payments. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit agreement. If Aramark Services, Inc. does not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, it could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the senior secured credit agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and Aramark Services, Inc.’s estimated share of interest expense from one equity method investee. The actual ratio was 4.43x for the twelve months ended October 2, 2015.
5.75% Senior Notes due 2020
On March 7, 2013, Aramark Services, Inc. issued $1,000 million of 5.75% Senior Notes due March 15, 2020 (the “Senior Notes”) pursuant to an indenture, dated as of March 7, 2013 (the “Indenture”), entered into by Aramark Services, Inc. The Senior Notes were issued at par. The Senior Notes are unsecured obligations of Aramark Services, Inc. The Senior Notes rank equal in right of payment to all of Aramark Services, Inc.’s existing and future senior debt and senior in right of payment to all of Aramark Services, Inc.’s existing and future debt that is expressly subordinated in right of payment to the Senior Notes. The Senior Notes are guaranteed on a senior, unsecured basis by substantially all of the domestic subsidiaries of Aramark Services, Inc. Interest on the Senior Notes is payable on March 15 and September 15 of each year. The Senior Notes and guarantees are structurally subordinated to all of the liabilities of any of Aramark Services, Inc.’s subsidiaries that do not guarantee the Senior Notes. The Company is a guarantor of Aramark Services, Inc.'s obligations with respect to the Senior Notes.
In the event of certain types of changes of control, the holders of the Senior Notes may require Aramark Services, Inc. to purchase for cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to the date of repurchase. Beginning March 15, 2015, Aramark Services, Inc. has the option to redeem all or a portion of the Senior Notes at any time at the redemption prices set forth in the Indenture.
The Indenture contains covenants limiting Aramark Services, Inc.’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; limit the ability of restricted subsidiaries to make payments to Aramark Services, Inc.; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of Aramark Services, Inc.’s assets; and designate Aramark Services, Inc.’s subsidiaries as unrestricted subsidiaries. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable.
Future Maturities and Interest and Other Financing Costs, net
At October 2, 2015, annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter (excluding the $15.6 million discount on the senior secured term loan facilities) are as follows (in thousands):
2016 | $ | 81,427 | |
2017 | 390,279 | ||
2018 | 36,202 | ||
2019 | 1,373,437 | ||
2020 | 1,037,647 | ||
Thereafter | 2,390,321 | ||
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The components of interest and other financing costs, net, are summarized as follows (in thousands):
Fiscal Year Ended | ||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||||||||
Interest expense | $ | 286,261 | $ | 334,442 | $ | 425,625 | ||||||
Interest income | (4,932 | ) | (4,338 | ) | (6,430 | ) | ||||||
Other financing costs | 4,613 | 4,782 | 4,650 | |||||||||
Total | $ | 285,942 | $ | 334,886 | $ | 423,845 | ||||||
NOTE 6. DERIVATIVE INSTRUMENTS:
The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations, foreign currency exposures and exposure to fluctuating gasoline and diesel fuel prices. Derivative instruments utilized during the period include interest rate swap agreements, foreign currency forward exchange contracts, and gasoline and diesel fuel agreements. All derivative instruments are recognized as either assets or liabilities on the balance sheet at fair value at the end of each quarter. The counterparties to the Company’s contractual derivative agreements are all major international financial institutions. The Company is exposed to credit loss in the event of nonperformance by these counterparties. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties. For designated hedging relationships, the Company formally documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting cash flows of hedged items.
Cash Flow Hedges
The Company has $2.9 billion notional amount of outstanding interest rate swap agreements, fixing the rate on a like amount of variable rate borrowings. As a result of the amendment to the Company's senior secured credit agreement during fiscal 2014 ("2014 Amendment Agreement"), the Company de-designated the interest rate swap agreements as the terms of the interest rate swaps did not match the terms of the new term loans. Prior to the 2014 Amendment Agreement, these agreements met the required criteria to be designated as cash flow hedging instruments. As a result of the de-designation, the mark-to-market values of the Company's cash flow hedges included in Accumulated Other Comprehensive Loss, which was approximately $22.8 million of unrealized net of tax losses, were frozen as of the de-designation date and will be reclassified into earnings as the underlying hedged transactions affect earnings. In February 2014, the Company amended the interest rate swap agreements to match the terms of the new term loans under the 2014 Amendment Agreement to meet the criteria to be designated as cash flow hedging instruments.
Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. As of October 2, 2015 and October 3, 2014, approximately ($43.3) million and ($19.7) million of unrealized net of tax losses related to the interest rate swaps were included in “Accumulated other comprehensive loss,” respectively. The hedge ineffectiveness for these cash flow hedging instruments during fiscal 2015, fiscal 2014 and fiscal 2013 was not material.
The Company has $74.1 million of outstanding amortizing cross currency swaps to mitigate the risk of variability in principal and interest payments on the Canadian subsidiary's variable rate debt denominated in U.S. dollars. As of October 2, 2015 and October 3, 2014, unrealized net of tax losses of approximately ($5.8) million and ($6.5) million related to the cross currency swap were included in “Accumulated other comprehensive loss,” respectively. The hedge ineffectiveness for this cash flow hedging instrument during fiscal 2015, fiscal 2014 and fiscal 2013 was not material.
The following table summarizes the net of tax effect of our derivatives designated as cash flow hedging instruments on Comprehensive Income (in thousands):
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
Interest rate swap agreements | $ | (18,654 | ) | $ | 854 | $ | 7,598 | ||||
Cross currency swap agreements | 13,917 | (3,050 | ) | 1,514 | |||||||
$ | (4,737 | ) | $ | (2,196 | ) | $ | 9,112 | ||||
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Derivatives not Designated in Hedging Relationships
In fiscal 2013, as a result of an amendment to the senior secured credit agreement, the Company elected to de-designate the cross currency swaps that hedged the Canadian subsidiary's term loan with a maturity date of January 26, 2014. As a result, changes in the fair value of these swaps are recorded in earnings. During the second quarter of fiscal 2014, the cross currency swap matured. For fiscal 2014 and fiscal 2013, the Company recorded a pretax gain of approximately $5.8 million and $3.0 million for the change in the fair value of these swaps in “Interest and Other Financing Costs, net” in the Consolidated Statements of Income, respectively.
The Company entered into a series of pay fixed/receive floating gasoline and diesel fuel agreements based on the Department of Energy weekly retail on-highway index in order to limit its exposure to price fluctuations for gasoline and diesel fuel. During fiscal 2015, the Company entered into contracts for approximately 13.5 million gallons. As of October 2, 2015, the Company has contracts for approximately 12.8 million gallons outstanding for fiscal 2016. The Company does not record its gasoline and diesel fuel agreements as hedges for accounting purposes. During fiscal 2015 and fiscal 2014, the Company recorded pretax losses of $4.4 million and $1.8 million in the Consolidated Statements of Income for the change in the fair value of these agreements. The impact on earnings related to the change in fair value of these contracts for fiscal year 2013 was not material.
As of October 2, 2015, the Company had foreign currency forward exchange contracts outstanding with notional amounts of €43.3 million, £23.9 million, CAD82.8 million and DKK18.4 million to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans.
The following table summarizes the location and fair value, using Level 2 inputs, of the Company’s derivatives designated and not designated as hedging instruments in the Consolidated Balance Sheets (in thousands):
Balance Sheet Location | October 2, 2015 | October 3, 2014 | ||||||||
ASSETS | ||||||||||
Designated as hedging instruments: | ||||||||||
Cross currency swap agreements | Prepayments | $ | 7,523 | $ | — | |||||
Not designated as hedging instruments: | ||||||||||
Foreign currency forward exchange contracts | Prepayments | — | 379 | |||||||
$ | 7,523 | $ | 379 | |||||||
LIABILITIES | ||||||||||
Designated as hedging instruments: | ||||||||||
Interest rate swap agreements | Accrued Expenses | $ | 6,086 | $ | — | |||||
Interest rate swap agreements | Other Noncurrent Liabilities | 51,762 | 27,015 | |||||||
Cross currency swap agreements | Other Noncurrent Liabilities | — | 7,467 | |||||||
57,848 | 34,482 | |||||||||
Not designated as hedging instruments: | ||||||||||
Foreign currency forward exchange contracts | Accounts Payable | 922 | — | |||||||
Gasoline and diesel fuel agreements | Accounts Payable | 4,419 | 1,783 | |||||||
$ | 63,189 | $ | 36,265 | |||||||
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The following table summarizes the location of (gain) loss reclassified from “Accumulated other comprehensive loss” into earnings for derivatives designated as hedging instruments and the location of (gain) loss for our derivatives not designated as hedging instruments in the Consolidated Statements of Income (in thousands):
Fiscal Year Ended | ||||||||||||||
Account | October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||||
Designated as hedging instruments: | ||||||||||||||
Interest rate swap agreements | Interest Expense | $ | 31,367 | $ | 31,511 | $ | 23,479 | |||||||
Cross currency swap agreements | Interest Expense | (11,224 | ) | (5,590 | ) | 289 | ||||||||
$ | 20,143 | $ | 25,921 | $ | 23,768 | |||||||||
Not designated as hedging instruments: | ||||||||||||||
Cross currency swap agreements | Interest Expense | $ | — | $ | (5,111 | ) | $ | 181 | ||||||
Gasoline and diesel fuel agreements | Cost of services provided | 8,512 | 1,696 | 7 | ||||||||||
Foreign currency forward exchange contracts | Interest Expense | (4,821 | ) | 3,644 | 2,697 | |||||||||
3,691 | 229 | 2,885 | ||||||||||||
$ | 23,834 | $ | 26,150 | $ | 26,653 | |||||||||
The Company previously entered into a Japanese yen denominated term loan in the amount of ¥4,966.8 million. The term loan was designated as a hedge of the Company's net Japanese currency exposure represented by the equity investment in our Japanese affiliate, AIM Services Co., Ltd.
At October 2, 2015, the net of tax loss expected to be reclassified from “Accumulated other comprehensive loss” into earnings over the next twelve months based on current market rates is approximately $19.5 million.
NOTE 7. EMPLOYEE PENSION AND PROFIT SHARING PLANS:
In the United States, the Company maintains qualified contributory and non-contributory defined contribution retirement plans for eligible employees, with Company contributions to the plans based on earnings performance or salary level. The Company also has a non-qualified retirement savings plan for certain employees. The total expense of the above plans for fiscal 2015, fiscal 2014 and fiscal 2013 was $29.0 million, $27.7 million and $32.4 million, respectively. The Company also maintains similar contributory and non-contributory defined contribution retirement plans at several of its international operations. The total expense of these international plans for fiscal 2015, fiscal 2014 and fiscal 2013 was $8.5 million, $9.6 million and $8.5 million, respectively. Additionally, the Company maintains several contributory and non-contributory defined benefit pension plans, primarily in Canada and the United Kingdom.
The following table sets forth the components of net periodic pension cost for the Company’s single-employer defined benefit pension plans for fiscal 2015, fiscal 2014 and fiscal 2013 (in thousands):
Fiscal Year Ended | ||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||||||||
Service cost | $ | 9,478 | $ | 9,550 | $ | 11,045 | ||||||
Interest cost | 12,367 | 13,571 | 12,693 | |||||||||
Expected return on plan assets | (16,970 | ) | (16,544 | ) | (14,256 | ) | ||||||
Settlements | 52 | 527 | 308 | |||||||||
Amortization of prior service cost | 165 | 52 | 119 | |||||||||
Recognized net loss | 1,658 | 1,131 | 3,436 | |||||||||
Net periodic pension cost | $ | 6,750 | $ | 8,287 | $ | 13,345 | ||||||
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The following table set forth changes in the projected benefit obligation and the fair value of plan assets for these plans (in thousands):
Change in benefit obligation: | October 2, 2015 | October 3, 2014 | ||||||
Benefit obligation, beginning | $ | 326,729 | $ | 296,389 | ||||
Foreign currency translation | (34,384 | ) | (17,401 | ) | ||||
Service cost | 9,478 | 9,550 | ||||||
Interest cost | 12,367 | 13,571 | ||||||
Employee contributions | 2,597 | 2,978 | ||||||
Actuarial loss (gain) | (252 | ) | 38,274 | |||||
Benefits paid | (14,256 | ) | (13,529 | ) | ||||
Settlements and curtailments | (192 | ) | (3,103 | ) | ||||
Benefit obligation, ending | $ | 302,087 | $ | 326,729 | ||||
Change in plan assets: | ||||||||
Fair value of plan assets, beginning | $ | 276,934 | $ | 248,679 | ||||
Foreign currency translation | (31,144 | ) | (14,451 | ) | ||||
Employer contributions | 59,155 | 23,769 | ||||||
Employee contributions | 2,597 | 2,978 | ||||||
Actual return on plan assets | 11,321 | 32,596 | ||||||
Benefits paid | (14,256 | ) | (13,529 | ) | ||||
Settlements | (231 | ) | (3,108 | ) | ||||
Fair value of plan assets, end | $ | 304,376 | $ | 276,934 | ||||
Funded Status at end of year | $ | 2,289 | $ | (49,795 | ) | |||
Amounts recognized in the Consolidated Balance Sheets consist of the following (in thousands):
October 2, 2015 | October 3, 2014 | |||||||
Noncurrent benefit asset (included in Other Assets) | $ | 5,548 | $ | — | ||||
Current benefit liability (included in Accrued expenses and other current liabilities) | — | (955 | ) | |||||
Noncurrent benefit liability (included in Other Noncurrent Liabilities) | (3,259 | ) | (48,840 | ) | ||||
Net actuarial loss (included in Accumulated other comprehensive (income) loss before taxes) | 62,308 | 65,104 | ||||||
Prior service cost (included in Accumulated other comprehensive (income) loss before taxes) | 26 | 36 | ||||||
The following weighted average assumptions were used to determine pension expense of the respective fiscal years:
October 2, 2015 | October 3, 2014 | |||||
Discount rate | 4.0 | % | 4.6 | % | ||
Rate of compensation increase | 3.3 | % | 3.3 | % | ||
Long-term rate of return on assets | 6.6 | % | 6.6 | % | ||
The following weighted average assumptions were used to determine the funded status of the respective fiscal years:
October 2, 2015 | October 3, 2014 | |||||
Discount rate | 3.9 | % | 4.0 | % | ||
Rate of compensation increase | 3.2 | % | 3.3 | % | ||
Assumptions are adjusted annually, as necessary, based on prevailing market conditions and actual experience.
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The accumulated benefit obligation as of October 2, 2015 was $279.6 million. During fiscal 2015, actuarial losses of approximately $5.0 million were recognized in other comprehensive loss (before taxes) and $1.6 million of amortization of actuarial losses was recognized as net periodic pension cost during such period. The estimated portion of net actuarial loss included in accumulated other comprehensive income (loss) as of October 2, 2015 expected to be recognized in net periodic pension cost during fiscal 2016 is approximately $1.7 million (before taxes).
The accumulated benefit obligation as of October 3, 2014 was $302.8 million. During fiscal 2014, actuarial losses of approximately $21.3 million were recognized in other comprehensive (loss) (before taxes) and $1.1 million of amortization of actuarial losses was recognized as net periodic pension cost during such period.
The following table sets forth information for the Company’s single-employer pension plans with an accumulated benefit obligation in excess of plan assets as of October 2, 2015 and October 3, 2014 (in thousands):
October 2, 2015 | October 3, 2014 | |||||||
Projected benefit obligation | $ | 23,475 | $ | 148,459 | ||||
Accumulated benefit obligation | 21,871 | 144,165 | ||||||
Fair value of plan assets | 8,717 | 109,789 | ||||||
Assets of the plans are invested with the goal of principal preservation and enhancement over the long-term. The primary goal is total return, consistent with prudent investment management. The Company’s investment policies also require an appropriate level of diversification across the asset categories. The current overall capital structure and targeted ranges for asset classes are 50-70% invested in equity securities, 25-50% invested in debt securities and 0-5% in real estate investments. Performance of the plans is monitored on a regular basis and adjustments of the asset allocations are made when deemed necessary.
The weighted-average long-term rate of return on assets has been determined based on an estimated weighted-average of long-term returns of major asset classes, taking into account historical performance of plan assets, the current interest rate environment, plan demographics, acceptable risk levels and the estimated value of active asset management.
The fair value of plan assets for the Company’s defined benefit pension plans as of October 2, 2015 and October 3, 2014 is as follows (see Note 16 for a description of the fair value levels) (in thousands):
October 2, 2015 | Quoted prices in active markets Level 1 | Significant other observable inputs Level 2 | Significant unobservable inputs Level 3 | |||||||||||||
Cash and cash equivalents and other | $ | 44,318 | $ | 44,318 | ||||||||||||
Investment funds: | ||||||||||||||||
Pooled funds—equity | 154,112 | $ | 154,112 | |||||||||||||
Pooled funds—fixed income | 96,998 | 96,998 | ||||||||||||||
Real estate | 8,948 | $ | 8,948 | |||||||||||||
Total | $ | 304,376 | $ | 44,318 | $ | 251,110 | $ | 8,948 | ||||||||
October 3, 2014 | Quoted prices in active markets Level 1 | Significant other observable inputs Level 2 | Significant unobservable inputs Level 3 | |||||||||||||
Cash and cash equivalents and other | $ | 697 | $ | 697 | ||||||||||||
Investment funds: | ||||||||||||||||
Pooled funds—equity | 168,605 | $ | 168,605 | |||||||||||||
Pooled funds—fixed income | 98,951 | 98,951 | ||||||||||||||
Real estate | 8,681 | $ | 8,681 | |||||||||||||
Total | $ | 276,934 | $ | 697 | $ | 267,556 | $ | 8,681 | ||||||||
The fair value of the pooled separate accounts is based on the value of the underlying assets, as reported to the Plan by the trustees. The pooled separate account is comprised of a portfolio of underlying securities that can be valued on active markets. Fair value is calculated by applying the Plan’s percentage ownership in the pooled separate account to the total market value of the account’s underlying securities, and is therefore categorized as Level 2 as the Plan does not directly own shares in these underlying investments. Investments in equity securities include publicly-traded domestic companies (approximately 25%) and international companies (approximately 75%) that are diversified across industry, country and stock market capitalization. Investments in fixed income securities include domestic (approximately 16%) and international (approximately 84%) corporate bonds and government securities. Substantially all of the real estate investments are in international markets. Cash and cash equivalents include direct cash holdings, which are valued based on cost, and short-term deposits and investments in money
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market funds for which fair value measurements are all based on quoted prices for similar assets or liabilities in markets that are active.
It is the Company’s policy to fund at least the minimum required contributions as outlined in the required statutory actuarial valuation for each plan. During fiscal 2015, the Company made voluntary pension contributions above the minimum required of approximately $45 million. The following table sets forth the benefits expected to be paid in the next five fiscal years and in aggregate for the five fiscal years thereafter by the Company’s defined benefit pension plans (in thousands):
Fiscal 2016 | $ | 11,505 | |
Fiscal 2017 | 11,703 | ||
Fiscal 2018 | 11,583 | ||
Fiscal 2019 | 12,114 | ||
Fiscal 2020 | 12,281 | ||
Fiscal 2021 – 2025 | 68,432 | ||
The estimated benefit payments above are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.
The expected contributions to be paid to the Company’s defined benefit pension plans during fiscal 2016 are approximately $10.8 million.
Multiemployer Defined Benefit Pension Plans
The Company contributes to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements ("CBA") that cover its union-represented employees. The risks of participating in these multiemployer plans are different from single-employer plans in the following respects:
a. | Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. |
b. | If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. |
c. | If the Company chooses to stop participating in some of its multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. |
The Company's participation in these plans for fiscal 2015 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2015 and 2014 is for the plans' two most recent fiscal year-ends. The zone status is based on information that the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the critical and declining zone are generally less than 65% funded and projected to become insolvent in the next 15 or 20 years depending on the ratio of active to inactive participants, plans in the critical zone are generally less than 65% funded, plans in the endangered zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date(s) of the CBA(s) to which the plans are subject. There have been no significant changes that affect the comparability of fiscal 2015, fiscal 2014 and fiscal 2013 contributions.
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Pension Fund | EIN/Pension Plan Number | Pension Protection Act Zone Status | FIP/RP Status Pending/ Implemented | Contributions by the Company (in thousands) | Range of Expiration Dates of CBAs | ||||||||||
2015 | 2014 | 2015 | 2014 | 2013 | Surcharge Imposed | ||||||||||
National Retirement Fund | 13-6130178/ 001 | Critical | Critical | Implemented | $ | 6,580 | $ | 6,304 | $ | 6,011 | No | 2/28/2014 - 9/1/2018 | |||
Service Employees Pension Fund of Upstate New York (1) | 16-0908576/ 001 | Critical | Critical | Implemented | 527 | 440 | 360 | No | 9/30/2014 - 6/30/2015 | ||||||
Local 1102 Retirement Trust (2) | 13-1847329/ 001 | Critical | Critical | Implemented | 300 | 334 | 275 | No | 10/31/2017 - 6/30/2019 | ||||||
Central States SE and SW Areas Pension Plan | 36-6044243/ 001 | Critical and Declining | Critical | Implemented | 3,659 | 3,549 | 3,415 | No | 1/31/2007 - 3/30/2018 | ||||||
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity | 23-2627428/ 001 | Endangered | Endangered | Implemented | 198 | 156 | 161 | No | 1/31/2018 | ||||||
Retail, Wholesale and Department Store International Union and Industry Pension Fund | 63-0708442/ 001 | Critical | Green | Pending | 321 | 307 | 306 | Yes | 5/13/2014 - 1/29/2018 | ||||||
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund | 51-6056180/ 001 | Critical | Critical | Implemented | 768 | 668 | 453 | No | 4/29/2016 | ||||||
SEIU National Industry Pension Fund | 52-6148540/ 001 | Critical | Critical | Implemented | 298 | 47 | 173 | No | 4/14/2016 - 12/31/2016 | ||||||
Automotive Industries Pension Plan (3) | 94-1133245/ 001 | N/A | Critical | N/A | 10 | 29 | 28 | No | N/A | ||||||
Local 171 Pension Plan | 37-6155648/ 001 | Critical | Critical | Implemented | 79 | 62 | 60 | No | 7/7/2017 | ||||||
Other funds | 13,663 | 13,227 | 13,021 | ||||||||||||
Total contributions | $ | 26,403 | $ | 25,123 | $ | 24,263 | |||||||||
(1) | Over 60% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2015. |
(2) | Over 90% of the Company's participants in this fund are covered by a single CBA that expires on 6/30/2019. |
(3) | During fiscal 2014, the Company negotiated with a union to discontinue its participation in this fund. |
The Company provided more than 5 percent of the total contributions for the following plans and plan years:
Pension Fund | Contributions to the plan exceeded more than 5% of total contributions (as of the plan's year-end) | |
Local 1102 Retirement Trust | 12/31/ 2014 and 12/31/2013 | |
Service Employees Pension Fund of Upstate New York | 12/31/ 2014 and 12/31/2013 | |
Local 731 IBT Textile Maintenance and Laundry Craft Pension Fund | 12/31/ 2014 and 12/31/2013 | |
Local 171 Pension Plan | 12/31/ 2014 and 12/31/2013 | |
At the date the Company's financial statements were issued, Forms 5500 were not available for the plan years ending in 2015.
NOTE 8. INCOME TAXES:
The Company accounts for income taxes using the asset and liability method. Under this method, the provision for income taxes represents income taxes payable or refundable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Interest and penalties related to income tax matters are included in the provision for income taxes.
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The components of income from continuing operations before income taxes by source of income are as follows (in thousands):
Fiscal Year Ended | ||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||||||||
United States | $ | 250,069 | $ | 110,936 | $ | 18,557 | ||||||
Non-U.S. | 91,927 | 118,741 | 72,072 | |||||||||
$ | 341,996 | $ | 229,677 | $ | 90,629 | |||||||
The provision for income taxes consists of (in thousands):
Fiscal Year Ended | ||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||||||||
Current: | ||||||||||||
Federal | $ | 64,221 | $ | 6,692 | $ | 2,740 | ||||||
State and local | 15,223 | 5,308 | 126 | |||||||||
Non-U.S. | 29,684 | 30,846 | 34,158 | |||||||||
109,128 | 42,846 | 37,024 | ||||||||||
Deferred: | ||||||||||||
Federal | (585 | ) | 32,843 | (1,007 | ) | |||||||
State and local | (208 | ) | 2,515 | (656 | ) | |||||||
Non-U.S. | (3,315 | ) | 2,014 | (16,128 | ) | |||||||
(4,108 | ) | 37,372 | (17,791 | ) | ||||||||
$ | 105,020 | $ | 80,218 | $ | 19,233 | |||||||
Current taxes receivable of $72.3 million and $85.8 million at October 2, 2015 and October 3, 2014, respectively, are included in “Prepayments and other current assets.”
The provision for income taxes varies from the amount determined by applying the United States Federal statutory rate to pretax income as a result of the following (all percentages are as a percentage of income from continuing operations before income taxes):
Fiscal Year Ended | |||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||
United States statutory income tax rate | 35.0 | % | 35.0 | % | 35.0 | % | |||
Increase (decrease) in taxes, resulting from: | |||||||||
State income taxes, net of Federal tax benefit | 2.9 | 2.2 | 1.0 | ||||||
Foreign taxes | (3.7 | ) | (2.3 | ) | (2.2 | ) | |||
Permanent book/tax differences | 0.3 | 2.7 | 1.8 | ||||||
Uncertain tax positions | (0.5 | ) | (0.4 | ) | (1.6 | ) | |||
Tax credits & other | (3.3 | ) | (2.3 | ) | (12.8 | ) | |||
Effective income tax rate | 30.7 | % | 34.9 | % | 21.2 | % | |||
The effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which it operates. Judgment is required in determining the effective tax rate and in evaluating the Company’s tax positions. The Company establishes reserves when, despite the belief that the Company’s tax return positions are supportable, the Company believes that certain positions are likely to be challenged and that the Company may not succeed. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit. The effective tax rate includes the impact of reserve provisions and changes to the reserve that the Company considers appropriate, as well as related interest and penalties.
As of October 2, 2015, certain subsidiaries have recorded deferred tax assets of $19.2 million associated with accumulated federal, state and foreign net operating loss carryforwards. The Company has approximately $8.6 million valuation allowance as of October 2, 2015 against these carryforwards due to the uncertainty of its realization. The table of deferred tax assets shown below does not include certain deferred tax assets at October 2, 2015 and October 3, 2014 that arose directly from tax deductions related to equity compensation in excess of compensation recognized for book purposes. The unrecognized tax
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benefits, as of October 2, 2015 and October 3, 2014, attributable to these net operating losses was approximately $4.2 million and $5.2 million, respectively. The Company has elected to follow the tax law ordering approach to determine the sequence in which NOL carryforwards are utilized. Additionally, capital surplus will be increased by approximately $4.2 million if and when such deferred tax assets are ultimately realized. The federal, state and foreign net operating loss carryforwards will expire from 2015 through 2025.
As of October 2, 2015, the Company has approximately $4.5 million of foreign tax credit carryforwards, which expire in 2025. The Company believes it is more likely than not that it will be able to generate taxable income in the future sufficient to utilize these carryforwards, and no valuation allowance is necessary. The Company does not currently hold significant or excessive cash balances at any of its foreign operations and does not consider any of its unremitted earnings to be permanently reinvested. Therefore, the Company has provided a deferred tax liability for incremental United States taxes on all unremitted earnings.
As of October 2, 2015 and October 3, 2014, the components of deferred taxes are as follows (in thousands):
October 2, 2015 | October 3, 2014 | |||||||
Deferred tax liabilities: | ||||||||
Derivatives | $ | — | $ | 2,322 | ||||
Property and equipment | 54,218 | 52,484 | ||||||
Investments | 29,526 | 36,233 | ||||||
Other intangible assets, including goodwill | 654,568 | 674,097 | ||||||
Inventory and Other | 110,869 | 94,597 | ||||||
Gross deferred tax liability | 849,181 | 859,733 | ||||||
Deferred tax assets: | ||||||||
Derivatives | 5,282 | — | ||||||
Insurance | 21,737 | 27,574 | ||||||
Employee compensation and benefits | 219,645 | 210,906 | ||||||
Accruals and allowances | 20,836 | 22,216 | ||||||
Net operating loss/credit carryforwards and other | 32,884 | 43,320 | ||||||
Gross deferred tax asset, before valuation allowances | 300,384 | 304,016 | ||||||
Valuation allowances | (8,630 | ) | (12,032 | ) | ||||
Net deferred tax liability | $ | 557,427 | $ | 567,749 | ||||
Current deferred tax liabilities of $22.0 million and $14.7 million are included in "Accrued expenses and other current liabilities" as of October 2, 2015 and October 3, 2014, respectively. Deferred tax liabilities of $535.4 million and $553.0 million as of October 2, 2015 and October 3, 2014, respectively, are included in “Deferred Income Taxes and Other Noncurrent Liabilities."
The Company had approximately $21.4 million of total gross unrecognized tax benefits as of October 2, 2015, all of which, if recognized, would impact the effective tax rate. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits follows (in thousands):
October 2, 2015 | October 3, 2014 | ||||||
Balance, beginning of year | $ | 26,217 | $ | 27,337 | |||
Additions based on tax positions taken in the current year | 270 | 804 | |||||
Additions/Reductions for tax positions taken in prior years | 1,715 | 3,306 | |||||
Reductions for remeasurements, settlements and payments | (6,004 | ) | (597 | ) | |||
Reductions due to statute expiration | (786 | ) | (4,633 | ) | |||
Balance, end of year | $ | 21,412 | $ | 26,217 | |||
The effective tax rate for fiscal 2015 includes a benefit of approximately $4.8 million resulting from the gross reversal of reserves for uncertain tax positions related to audit settlements and the expiration of statutes of limitations, offset by an increase in tax expense for uncertain tax positions taken in the current and prior years. The benefit is offset by a write-off of current income taxes receivable of approximately $3.5 million related to Work Opportunity Tax Credits.
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The Company had approximately $5.6 million and $5.9 million accrued for interest and penalties as of October 2, 2015 and October 3, 2014, respectively, and recorded approximately ($0.2) million and ($1.0) million in interest and penalties during fiscal 2015 and fiscal 2014, respectively.
The Company does not expect the amount of unrecognized tax benefits to significantly change within the next 12 months.
The Company has substantially concluded all United States federal income tax matters for years through 2013. The Company's federal income tax returns for fiscal years ended September 28, 2012 and September 27, 2013 were under examination by the Internal Revenue Service in the first quarter of 2015 and were settled in the fourth quarter of 2015 with no significant adjustments. The Company believes that adequate amounts have been reserved for any adjustments which may ultimately result from examinations after years 2013.
Generally, a number of years may elapse before a particular tax reporting year is audited and finally resolved. The Company has open tax years in its jurisdictions ranging from 1 to 10 years. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company does not anticipate any adjustments resulting from state or foreign tax audits would result in a material change to the results of operations or financial condition. However, unfavorable settlement of any particular issue would require use of the Company's cash.
NOTE 9. STOCKHOLDERS' EQUITY:
During the first quarter of fiscal 2014, the Company completed an IPO of 28.0 million shares of its common stock at a price of $20.00 per share, raising approximately $524.1 million, net of costs directly related to the IPO. The Company used the net proceeds to repay borrowings on the senior secured revolving credit facility and a portion of the principal on the senior secured term loan facility. In addition, the Company paid cash bonuses and certain other expenses of approximately $5.0 million related to the IPO which were included in the Consolidated Statements of Income for fiscal 2014.
During the fourth quarter of fiscal 2015, the Company completed a repurchase of 1.5 million shares of its common stock for approximately $48.5 million.
During the fiscal years ended October 2, 2015 and October 3, 2014, the Company paid dividends of approximately $81.9 million and $52.2 million, respectively, to its stockholders. On November 17, 2015, the Company's Board declared a $0.095 dividend per share of common stock, payable on December 9, 2015, to shareholders of record on the close of business on November 30, 2015.
NOTE 10. SHARE-BASED COMPENSATION:
On November 12, 2013, the Board of Directors (the "Board") approved, and the stockholders of Aramark adopted by written consent, the Aramark 2013 Stock Incentive Plan (the “2013 Stock Plan”), which became effective on December 1, 2013. The 2013 Stock Plan provides that the total number of shares of common stock that may be issued under the 2013 Stock Plan is 25,500,000.
Share-based compensation expense charged to expense for fiscal 2015, fiscal 2014 and fiscal 2013 was approximately $66.4 million, before taxes of approximately $26.0 million, approximately $96.3 million, before taxes of approximately $37.6 million, and approximately $19.4 million, before taxes of approximately $7.6 million, respectively. The compensation expense recognized is classified as "Selling and general corporate expenses" in the Consolidated Statements of Income. No compensation expense was capitalized.
Cash received from option exercises during fiscal 2015, fiscal 2014 and fiscal 2013 was $39.9 million, $4.4 million and $5.6 million, respectively. For fiscal 2015, fiscal 2014 and fiscal 2013, the amount of tax benefit on option exercises and restricted stock unit deliveries included in “Other financing activities” in the Consolidated Statements of Cash Flows was $66.3 million, $40.5 million and $4.8 million, respectively.
Stock Options
Time-Based Options
The fair value of the Time-Based Options granted was estimated using the Black-Scholes option pricing model and the weighted-average assumptions noted in the table below. The expected volatility is based on an average of the historical volatility of the Company’s competitors’ stocks over the expected term of the stock options. The expected life represents the period of time that options granted are expected to be outstanding and is calculated using the simplified method as permitted under Securities and Exchange Commission (“SEC”) rules and regulations due to the lack of history of our equity incentive plan. The simplified method uses the midpoint between an option's vesting date and contractual term. The risk-free rate is based on the United States Treasury security with terms equal to the expected life of the option as of the grant date.
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Fiscal Year Ended | ||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||
Expected volatility | 30% | 30% | 30% | |||
Expected dividend yield | 1.05% - 1.20% | 1.5% | 0% | |||
Expected life (in years) | 6.25 | 6.25 | 6.25 | |||
Risk-free interest rate | 1.60% - 2.07% | 2.06% - 2.33% | 1.02% - 2.36% | |||
The weighted-average grant-date fair value of Time-Based Options granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $8.34, $6.72 and $5.41 per option, respectively.
Compensation expense for Time-Based Options is recognized on a straight-line basis over the vesting period during which employees perform related services. Approximately $16.4 million, $12.9 million and $9.3 million was charged to expense during fiscal 2015, fiscal 2014 and fiscal 2013 for Time-Based Options, respectively. The Company has applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.
As of October 2, 2015, there was approximately $30.8 million of unrecognized compensation expense related to nonvested Time-Based Options, which is expected to be recognized over a weighted-average period of approximately 2.53 years.
A summary of Time-Based Options activity is presented below:
Options | Shares (000s) | Weighted- Average Exercise Price | Aggregate Intrinsic Value ($000s) | Weighted-Average Remaining Term (Years) | |||||||||
Outstanding at October 3, 2014 | 15,749 | $ | 13.37 | ||||||||||
Granted | 2,857 | $ | 28.85 | ||||||||||
Exercised | (4,840 | ) | $ | 8.65 | |||||||||
Forfeited and expired | (500 | ) | $ | 18.29 | |||||||||
Outstanding at October 2, 2015 | 13,266 | $ | 18.24 | $ | 167,226 | 7.1 | |||||||
Exercisable at October 2, 2015 | 6,176 | $ | 13.37 | $ | 107,838 | 5.9 | |||||||
Expected to vest at October 2, 2015 | 5,874 | $ | 22.85 | $ | 47,035 | 8.3 | |||||||
The total intrinsic value of Time-Based Options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $107.8 million, $79.9 million and $17.2 million, respectively. The total fair value of Time-Based Options that vested during fiscal 2015, fiscal 2014 and fiscal 2013 was $13.7 million, $13.2 million and $3.9 million, respectively.
Performance-Based Options
The fair value of the Performance-Based Options was estimated using the Black-Scholes option pricing model and the weighted-average assumptions noted in the table below. The expected volatility is based on an average of the historical volatility of the Company’s competitors’ stocks over the expected term of the stock options. The expected life represents the period of time that options granted are expected to be outstanding and is calculated using the simplified method as permitted under SEC rules and regulations due to the lack of history of our equity incentive plan. The simplified method uses the midpoint between an option's vesting date and contractual term. The risk-free rate is based on the United States Treasury security with terms equal to the expected life of the option as of the grant date.
Fiscal Year Ended | ||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||
Expected volatility | 25% | 30% | 30% | |||
Expected dividend yield | 1.09% - 1.20% | 1.5% | 0% | |||
Expected life (in years) | 4.0 - 4.5 | 4.0 - 5.0 | 4.5 - 5.5 | |||
Risk-free interest rate | 1.53% - 1.63% | 0.65% - 1.47% | 0.61% - 0.85% | |||
The weighted-average grant-date fair value of the Performance-Based Options granted during fiscal 2015, fiscal 2014 and fiscal 2013 was $15.01, $9.20 and $4.54 per option, respectively.
During the first quarter of fiscal 2014, the Compensation Committee approved an amendment to all outstanding 2007 Management Stock Incentive Plan (the "2007 MSIP") Option Agreements (the “Performance Option Amendment”) modifying the vesting provisions relating to outstanding performance-based options granted under the 2007 MSIP. The Performance
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Option Amendment provided that in the event of an initial public offering of Aramark, subject to continued employment on such date, 50% of any then-unvested performance-based options that did not meet applicable performance thresholds in prior years (the “Missed Year Options”) would become vested if the initial public offering price for the common stock of Aramark equals or exceeds $20.00 per share. In addition, during the 18 month period following the initial public offering, if the closing trading price for common stock of Aramark equals or exceeds $25.00 per share over any consecutive twenty day trading period, 100% of the Missed Year Options will become vested. There were a total of approximately 5.0 million Missed Year Options which fully vested by the second quarter of fiscal 2014 as all performance targets were met.
Compensation expense for Performance-Based Options is recognized principally on a straight-line basis over the requisite performance and service periods. During fiscal 2015, fiscal 2014 and fiscal 2013, $10.8 million, $58.5 million, which includes approximately $50.9 million related to the missed year options that were modified, and $6.4 million was charged to expense for Performance-Based Options, respectively. The Company has applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.
During the third quarter of fiscal 2015, all unvested performance-based options granted under the 2007 MSIP vested due to the sponsors of the Company's 2007 going-private transaction achieving the required rate of return on their sales of the Company's stock to constitute a return-based event under the original terms of such options related to approximately 0.7 million shares.
A summary of Performance-Based Options activity is presented below:
Options | Shares (000s) | Weighted- Average Exercise Price | Aggregate Intrinsic Value ($000s) | Weighted-Average Remaining Term (Years) | ||||||||||
Outstanding at October 3, 2014 | 9,330 | $ | 9.36 | |||||||||||
Granted | — | $ | — | |||||||||||
Exercised | (4,460 | ) | $ | 7.82 | ||||||||||
Forfeited and expired | (85 | ) | $ | 12.19 | ||||||||||
Outstanding at October 2, 2015 | 4,785 | $ | 10.74 | $ | 96,123 | 4.8 | ||||||||
Exercisable at October 2, 2015 | 4,785 | $ | 10.74 | $ | 96,123 | 4.8 | ||||||||
Expected to vest at October 2, 2015 | — | $ | — | $ | — | — | ||||||||
The total intrinsic value of Performance-Based Options exercised during fiscal 2015, fiscal 2014 and fiscal 2013 was $102.9 million, $74.6 million and $8.5 million, respectively. The total fair value of Performance-Based Options that vested during fiscal 2015, fiscal 2014 and fiscal 2013 was $16.4 million, $58.8 million and $0.2 million, respectively.
Deferred Stock Units
Deferred stock units are issued only to non-employee members of the Board of Directors of the Company and represent the right to receive shares of the Company’s common stock in the future. Each deferred stock unit will be converted to one share of the Company’s common stock six months and one day after the date on which such director ceases to serve as a member of the Board of Directors. The grant-date fair value of deferred stock units is based on the fair value of the Company’s common stock. The deferred stock units vest at the time of the next annual meeting of stockholders (which is generally one year after grant). The Company granted 35,163 deferred stock units during fiscal 2015. The compensation cost charged to expense during fiscal 2015, fiscal 2014 and fiscal 2013 for deferred stock units was approximately $0.6 million, $1.5 million and $0.6 million, respectively.
Time-Based Restricted Stock Units
The Restricted Stock Unit Agreement provides for grants of restricted stock units ("RSUs"), 25% of which will vest and be settled in shares on each of the first four anniversaries of the date of grant, subject to the participant's continued employment with the Company through each such anniversary. The RSU grant in connection with the IPO and certain other grants vest and settle in shares generally on each of the first three anniversaries of the date of grant, subject to the participant's continued employment with the Company through each such anniversary. The grant-date fair value of RSUs is based on the fair value of the Company’s common stock. Participants holding RSUs will receive the benefit of any dividends paid on shares in the form of additional RSUs. The unvested units are subject to forfeiture if employment is terminated other than due to death, disability or retirement, and the units are nontransferable while subject to forfeiture.
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Restricted Stock Units | Units (000s) | Weighted Average Grant Date Fair Value | |||
Outstanding at October 3, 2014 | 2,770 | $19.22 | |||
Granted | 520 | $29.48 | |||
Vested | (867) | $19.16 | |||
Forfeited | (141) | $19.02 | |||
Outstanding at October 2, 2015 | 2,282 | $21.61 | |||
The compensation cost charged to expense during fiscal 2015, fiscal 2014 and fiscal 2013 for RSUs was approximately $19.5 million, $14.2 million and $1.3 million, respectively. As of October 2, 2015, there was approximately $30.2 million of unrecognized compensation expense related to nonvested RSUs, which is expected to be recognized over a weighted-average period of approximately 2.12 years.
Performance Stock Units
Under the 2013 Stock Plan, the Company is authorized to grant Performance Stock Units ("PSUs") to its employees. A participant is eligible to become vested in a number of PSUs equal to a percentage, higher or lower, of the target number of PSUs granted based on the level of the Company’s achievement of the performance condition. The first 33% of the award will vest on the first anniversary of the grant date if and to the extent the Company achieves these performance conditions while the remaining 67% will generally vest ratably over the next two anniversaries of the date of grant, subject to the achievement of the performance condition in the first year of grant and the participant's continued employment with the Company through each such anniversary. The grant-date fair value of the PSUs is based on the fair value of the Company's common stock.
Performance Stock Units | Units (000s) | Weighted Average Grant Date Fair Value | |||||
Outstanding at October 3, 2014 | 711 | $24.21 | |||||
Granted | 826 | $28.85 | |||||
Vested | (222) | $24.10 | |||||
Forfeited | (45) | $25.77 | |||||
Outstanding at October 2, 2015 | 1,270 | $27.20 | |||||
The compensation cost charged to expense during fiscal 2015 and fiscal 2014 for PSUs was approximately $17.4 million and $7.2 million, respectively. As of October 2, 2015, there was approximately $11.5 million of unrecognized compensation expense related to nonvested PSUs, which is expected to be recognized over a weighted-average period of approximately 1.43 years.
NOTE 11. EARNINGS PER SHARE:
Basic earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards.
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The following table sets forth the computation of basic and diluted earnings per share attributable to the Company's stockholders (in thousands, except per share data):
Fiscal Year Ended | ||||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | ||||||||||
Earnings: | ||||||||||||
Income from Continuing Operations attributable to Aramark stockholders | $235,946 | $148,956 | $70,386 | |||||||||
Loss from Discontinued Operations, net of tax | — | — | (1,030 | ) | ||||||||
Net income attributable to Aramark stockholders | $235,946 | $148,956 | $69,356 | |||||||||
Shares: | ||||||||||||
Basic weighted-average shares outstanding | 237,616 | 225,866 | 201,916 | |||||||||
Effect of dilutive securities | 9,000 | 11,585 | 7,454 | |||||||||
Diluted weighted-average shares outstanding | 246,616 | 237,451 | 209,370 | |||||||||
Basic Earnings Per Share: | ||||||||||||
Income from Continuing Operations | $0.99 | $0.66 | $0.35 | |||||||||
Loss from Discontinued Operations | — | — | (0.01 | ) | ||||||||
$0.99 | $0.66 | $0.34 | ||||||||||
Diluted Earnings Per Share: | ||||||||||||
Income from Continuing Operations | $0.96 | $0.63 | $0.34 | |||||||||
Loss from Discontinued Operations | — | — | (0.01 | ) | ||||||||
$0.96 | $0.63 | $0.33 | ||||||||||
Share-based awards to purchase 2.5 million, 1.5 million and 6.0 million shares were outstanding at October 2, 2015, October 3, 2014 and September 27, 2013, respectively, but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive. In addition, performance-based options and performance stock units of approximately 0.8 million and 7.8 million shares were outstanding at October 3, 2014 and September 27, 2013, respectively, but were not included in the computation of diluted earnings per common share, as the performance targets were not yet met.
NOTE 12. ACCOUNTS RECEIVABLE SECURITIZATION:
The Company has an agreement (the "Receivables Facility") with two financial institutions where we sell on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. The maximum amount available under the Receivables Facility is $350.0 million and the Receivables Facility expires in May 2017. In addition, the Receivables Facility includes a seasonal tranche which increases the capacity of the Receivables Facility by $25.0 million from November to March. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, the Company and certain of its subsidiaries transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. As collections reduce previously transferred interests, interests in new, eligible receivables are transferred to ARAMARK Receivables, LLC, subject to meeting certain conditions. At both October 2, 2015 and October 3, 2014, the amount of outstanding borrowings under the Receivables Facility was $350.0 million and is included in “Long-Term Borrowings."
NOTE 13. COMMITMENTS AND CONTINGENCIES:
The Company has capital and other purchase commitments of approximately $458.4 million at October 2, 2015, primarily in connection with commitments for capital projects and client contract investments. At October 2, 2015, the Company also has letters of credit outstanding in the amount of $63.7 million.
Certain of the Company’s lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions related to residual value guarantees. The maximum potential liability to the Company under such arrangements was
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approximately $124.3 million at October 2, 2015 if the terminal fair value of vehicles coming off lease was zero. Consistent with past experience, management does not expect any significant payments will be required pursuant to these arrangements. No amounts have been accrued for guarantee arrangements at October 2, 2015.
Rental expense for all operating leases was $181.8 million, $188.0 million and $179.3 million for fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Following is a schedule of the future minimum rental and similar commitments under all noncancelable operating leases as of October 2, 2015 (in thousands):
2016 | $ | 221,521 | |
2017 | 85,947 | ||
2018 | 72,232 | ||
2019 | 44,721 | ||
2020 | 33,208 | ||
2021-Thereafter | 75,359 | ||
Total minimum rental obligations | $ | 532,988 | |
From time to time, the Company and its subsidiaries are a party to various legal actions, proceedings and investigations involving claims incidental to the conduct of their business, including actions by clients, consumers, employees, government entities and third parties, including under federal, state, international, national, provincial and local employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, import and export controls and customs laws, environmental laws, false claims or whistleblower statutes, minority, women and disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, consumer protection statutes, procurement regulations, intellectual property laws, food safety and sanitation laws, cost and accounting principles, the Foreign Corrupt Practices Act, the U.K. Bribery Act, other anti-corruption laws, lobbying laws, motor carrier safety laws, data privacy and security laws and alcohol licensing and service laws, or alleging negligence and/or breaches of contractual and other obligations. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or cash flows.
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NOTE 14. QUARTERLY RESULTS (Unaudited):
The following tables summarize the Company's unaudited quarterly results for fiscal 2015 and fiscal 2014 (in thousands):
Quarter Ended | ||||||||||||||||
January 2, 2015 | April 3, 2015 | July 3, 2015 | October 2, 2015 | |||||||||||||
Sales | $ | 3,702,353 | $ | 3,594,627 | $ | 3,486,203 | $ | 3,545,952 | ||||||||
Cost of services provided | 3,287,281 | 3,239,214 | 3,164,700 | 3,189,230 | ||||||||||||
Income from Continuing Operations | 85,620 | 60,105 | 34,038 | 57,213 | ||||||||||||
Net income attributable to Aramark stockholders | 85,497 | 59,823 | 33,761 | 56,865 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.36 | $ | 0.25 | $ | 0.14 | $ | 0.24 | ||||||||
Diluted | 0.35 | 0.24 | 0.14 | 0.23 | ||||||||||||
Dividends declared per common share | 0.08625 | 0.08625 | 0.08625 | 0.08625 | ||||||||||||
Quarter Ended | ||||||||||||||||
December 27, 2013 | March 28, 2014 | June 27, 2014 | October 3, 2014 | |||||||||||||
Sales | $ | 3,763,081 | $ | 3,502,007 | $ | 3,620,057 | $ | 3,947,768 | ||||||||
Cost of services provided | 3,354,819 | 3,159,808 | 3,275,409 | 3,573,882 | ||||||||||||
Income from Continuing Operations | 44,916 | 13,117 | 46,916 | 44,510 | ||||||||||||
Net income attributable to Aramark stockholders | 44,762 | 12,916 | 46,873 | 44,405 | ||||||||||||
Earnings per share: | ||||||||||||||||
Basic | $ | 0.22 | $ | 0.06 | $ | 0.20 | $ | 0.19 | ||||||||
Diluted | 0.21 | 0.05 | 0.19 | 0.18 | ||||||||||||
Dividends declared per common share | — | 0.075 | 0.075 | 0.075 | ||||||||||||
NOTE 15. BUSINESS SEGMENTS:
The Company reports its operating results in three reportable segments: FSS North America, FSS International and Uniform. Corporate includes general expenses and assets not specifically allocated to an individual segment and share-based compensation expense (see Note 10). Financial information by segment follows (in millions):
Sales | |||||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
FSS North America | $ | 9,950.3 | $ | 10,232.8 | $ | 9,594.2 | |||||
FSS International | 2,858.2 | 3,111.2 | 2,940.2 | ||||||||
Uniform | 1,520.6 | 1,488.9 | 1,411.3 | ||||||||
$ | 14,329.1 | $ | 14,832.9 | $ | 13,945.7 | ||||||
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Operating Income | |||||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
FSS North America | $ | 494.5 | $ | 501.3 | $ | 403.2 | |||||
FSS International | 95.3 | 106.2 | 68.1 | ||||||||
Uniform | 191.8 | 172.1 | 117.3 | ||||||||
781.6 | 779.6 | 588.6 | |||||||||
Corporate | (153.7 | ) | (215.0 | ) | (74.2 | ) | |||||
Operating Income | 627.9 | 564.6 | 514.4 | ||||||||
Interest and Other Financing Costs, net | (285.9 | ) | (334.9 | ) | (423.8 | ) | |||||
Income from Continuing Operations Before Income Taxes | $ | 342.0 | $ | 229.7 | $ | 90.6 | |||||
Depreciation and Amortization | |||||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
FSS North America | $ | 385.2 | $ | 381.0 | $ | 374.2 | |||||
FSS International | 47.1 | 59.2 | 64.0 | ||||||||
Uniform | 70.2 | 79.6 | 102.0 | ||||||||
Corporate | 1.5 | 1.8 | 1.9 | ||||||||
$ | 504.0 | $ | 521.6 | $ | 542.1 | ||||||
Capital Expenditures and Client Contract Investments and Other* | |||||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
FSS North America | $ | 395.3 | $ | 431.3 | $ | 283.3 | |||||
FSS International | 49.1 | 48.4 | 63.0 | ||||||||
Uniform | 72.6 | 53.8 | 46.7 | ||||||||
Corporate | 7.4 | 18.4 | 0.1 | ||||||||
$ | 524.4 | $ | 551.9 | $ | 393.1 | ||||||
* Includes amounts acquired in business combinations | |||||||||||
Identifiable Assets | |||||||
October 2, 2015 | October 3, 2014 | ||||||
FSS North America | $ | 6,955.9 | $ | 7,072.9 | |||
FSS International | 1,369.9 | 1,485.3 | |||||
Uniform | 1,751.7 | 1,695.7 | |||||
Corporate | 146.6 | 201.8 | |||||
$ | 10,224.1 | $ | 10,455.7 | ||||
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The following geographic data include sales generated by subsidiaries within that geographic area and net property & equipment based on physical location (in millions):
Sales | |||||||||||
Fiscal Year Ended | |||||||||||
October 2, 2015 | October 3, 2014 | September 27, 2013 | |||||||||
United States | $ | 10,727.8 | $ | 10,798.5 | $ | 10,025.0 | |||||
Foreign | 3,601.3 | 4,034.4 | 3,920.7 | ||||||||
$ | 14,329.1 | $ | 14,832.9 | $ | 13,945.7 | ||||||
Property and Equipment, net | |||||||
October 2, 2015 | October 3, 2014 | ||||||
United States | $ | 817.0 | $ | 834.4 | |||
Foreign | 142.3 | 162.9 | |||||
$ | 959.3 | $ | 997.3 | ||||
NOTE 16. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are classified based upon the level of judgment associated with the inputs used to measure their fair value. The hierarchical levels related to the subjectivity of the valuation inputs are defined as follows:
• | Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets |
• | Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument |
• | Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement |
Recurring Fair Value Measurements
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, borrowings and derivatives. Management believes that the carrying value of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values. In conjunction with the fair value measurement of the derivative instruments, the Company made an accounting policy election to measure the credit risk of its derivative instruments that are subject to master netting agreements on a net basis by counterparty portfolio, the gross values would not be materially different. The fair value of the Company’s debt at October 2, 2015 and October 3, 2014 was $5,341.3 million and $5,441.5 million, respectively. The carrying value of the Company’s debt at October 2, 2015 and October 3, 2014 was $5,293.7 million and $5,445.6 million, respectively. The fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods. The inputs utilized in estimating the fair value of the Company's debt has been classified as level 2 in the fair value hierarchy levels.
NOTE 17. RELATED PARTY TRANSACTIONS:
Net payments in fiscal 2015, fiscal 2014 and fiscal 2013 to entities affiliated with GS Capital Partners pursuant to interest rate swap transactions were approximately $6.1 million, $7.9 million and $3.1 million, respectively. The net payments in fiscal 2015, fiscal 2014 and fiscal 2013 to entities affiliated with J.P. Morgan Partners pursuant to interest rate swap transactions were approximately $4.0 million, $6.9 million and $5.5 million, respectively. In August 2015, these companies sold their remaining shares of Aramark common stock and are no longer viewed as related parties.
S-36
NOTE 18. SUBSEQUENT EVENTS
During the first quarter of fiscal 2016, the Company repaid a U.S. dollar denominated term loan of a Canadian subsidiary in the amount of $74.1 million using borrowings available under its senior secured revolving credit facility. As a result of this repayment, the Company terminated its $74.1 million of outstanding amortizing cross currency swaps agreements previously designated as cash flow hedges. The termination of these agreements resulted in the Company receiving $5.7 million of proceeds.
NOTE 19. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF ARAMARK AND SUBSIDIARIES:
The following condensed consolidating financial statements of the Company have been prepared pursuant to Rule 3-10 of Regulation S-X.
These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the consolidated financial statements. Interest expense and certain other costs are partially allocated to all of the subsidiaries of the Company. Goodwill and other intangible assets have been allocated to the subsidiaries based on management’s estimates. The 5.75% Senior Notes are an obligation of the Company's wholly-owned subsidiary, Aramark Services, Inc., and are jointly and severally guaranteed on a senior unsecured basis by the Company and substantially all of the Company’s existing and future domestic subsidiaries (excluding the Receivables Facility subsidiary) (“Guarantors”). Each of the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the Senior Notes (“Non-Guarantors”). The Guarantors also guarantee certain other debt.
S-37
CONDENSED CONSOLIDATING BALANCE SHEETS
October 2, 2015
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 31.8 | $ | 42.8 | $ | 47.8 | $ | — | $ | 122.4 | |||||||||||
Receivables | — | 3.7 | 295.6 | 1,145.3 | — | 1,444.6 | |||||||||||||||||
Inventories, at lower of cost or market | — | 16.0 | 487.6 | 71.7 | — | 575.3 | |||||||||||||||||
Prepayments and other current assets | — | 59.7 | 74.4 | 102.8 | — | 236.9 | |||||||||||||||||
Total current assets | — | 111.2 | 900.4 | 1,367.6 | — | 2,379.2 | |||||||||||||||||
Property and Equipment, net | — | 20.7 | 785.2 | 153.4 | — | 959.3 | |||||||||||||||||
Goodwill | — | 173.1 | 3,982.8 | 403.1 | — | 4,559.0 | |||||||||||||||||
Investment in and Advances to Subsidiaries | 1,883.5 | 5,586.0 | 479.5 | 16.1 | (7,965.1 | ) | — | ||||||||||||||||
Other Intangible Assets | — | 29.7 | 985.5 | 96.8 | — | 1,112.0 | |||||||||||||||||
Other Assets | — | 67.8 | 919.8 | 229.0 | (2.0 | ) | 1,214.6 | ||||||||||||||||
$ | 1,883.5 | $ | 5,988.5 | $ | 8,053.2 | $ | 2,266.0 | $ | (7,967.1 | ) | $ | 10,224.1 | |||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||||
Current Liabilities: | |||||||||||||||||||||||
Current maturities of long-term borrowings | $ | — | $ | 21.9 | $ | 13.0 | $ | 46.5 | $ | — | $ | 81.4 | |||||||||||
Accounts payable | — | 152.8 | 419.3 | 278.0 | — | 850.1 | |||||||||||||||||
Accrued expenses and other liabilities | 0.1 | 135.5 | 818.6 | 295.2 | 0.1 | 1,249.5 | |||||||||||||||||
Total current liabilities | 0.1 | 310.2 | 1,250.9 | 619.7 | 0.1 | 2,181.0 | |||||||||||||||||
Long-term Borrowings | — | 4,394.0 | 44.5 | 773.8 | — | 5,212.3 | |||||||||||||||||
Deferred Income Taxes and Other Noncurrent Liabilities | — | 415.3 | 500.6 | 21.4 | — | 937.3 | |||||||||||||||||
Intercompany Payable | — | — | 5,096.8 | 1,075.8 | (6,172.6 | ) | — | ||||||||||||||||
Common Stock Subject to Repurchase and Other | — | — | 10.1 | — | — | 10.1 | |||||||||||||||||
Total Stockholders' Equity | 1,883.4 | 869.0 | 1,150.3 | (224.7 | ) | (1,794.6 | ) | 1,883.4 | |||||||||||||||
$ | 1,883.5 | $ | 5,988.5 | $ | 8,053.2 | $ | 2,266.0 | $ | (7,967.1 | ) | $ | 10,224.1 | |||||||||||
S-38
CONDENSED CONSOLIDATING BALANCE SHEETS
October 3, 2014
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
ASSETS | |||||||||||||||||||||||
Current Assets: | |||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 26.3 | $ | 41.6 | $ | 43.8 | $ | — | $ | 111.7 | |||||||||||
Receivables | — | 0.2 | 265.4 | 1,316.9 | — | 1,582.5 | |||||||||||||||||
Inventories, at lower of cost or market | — | 15.4 | 458.7 | 79.7 | — | 553.8 | |||||||||||||||||
Prepayments and other current assets | — | 73.5 | 67.4 | 76.1 | — | 217.0 | |||||||||||||||||
Total current assets | — | 115.4 | 833.1 | 1,516.5 | — | 2,465.0 | |||||||||||||||||
Property and Equipment, net | — | 24.9 | 796.5 | 175.9 | — | 997.3 | |||||||||||||||||
Goodwill | — | 173.1 | 3,982.8 | 433.8 | — | 4,589.7 | |||||||||||||||||
Investment in and Advances to Subsidiaries | 1,718.8 | 5,677.4 | 433.0 | 65.7 | (7,894.9 | ) | — | ||||||||||||||||
Other Intangible Assets | — | 29.7 | 1,101.3 | 121.7 | — | 1,252.7 | |||||||||||||||||
Other Assets | — | 70.1 | 821.4 | 261.5 | (2.0 | ) | 1,151.0 | ||||||||||||||||
$ | 1,718.8 | $ | 6,090.6 | $ | 7,968.1 | $ | 2,575.1 | $ | (7,896.9 | ) | $ | 10,455.7 | |||||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||||||||||||
Current Liabilities: | |||||||||||||||||||||||
Current maturities of long-term borrowings | $ | — | $ | 22.0 | $ | 13.0 | $ | 54.8 | $ | — | $ | 89.8 | |||||||||||
Accounts payable | — | 189.8 | 577.4 | 219.0 | — | 986.2 | |||||||||||||||||
Accrued expenses and other liabilities | 0.8 | 140.8 | 861.1 | 300.1 | 0.1 | 1,302.9 | |||||||||||||||||
Total current liabilities | 0.8 | 352.6 | 1,451.5 | 573.9 | 0.1 | 2,378.9 | |||||||||||||||||
Long-term Borrowings | — | 4,503.7 | 41.3 | 810.8 | — | 5,355.8 | |||||||||||||||||
Deferred Income Taxes and Other Noncurrent Liabilities | — | 372.3 | 535.5 | 85.3 | — | 993.1 | |||||||||||||||||
Intercompany Payable | — | — | 4,968.2 | 1,291.5 | (6,259.7 | ) | — | ||||||||||||||||
Common Stock Subject to Repurchase and Other | — | — | 9.9 | — | — | 9.9 | |||||||||||||||||
Total Stockholders' Equity | 1,718.0 | 862.0 | 961.7 | (186.4 | ) | (1,637.3 | ) | 1,718.0 | |||||||||||||||
$ | 1,718.8 | $ | 6,090.6 | $ | 7,968.1 | $ | 2,575.1 | $ | (7,896.9 | ) | $ | 10,455.7 | |||||||||||
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CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended October 2, 2015
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
Sales | $ | — | $ | 1,014.8 | $ | 9,517.3 | $ | 3,797.0 | $ | — | $ | 14,329.1 | |||||||||||
Costs and Expenses: | |||||||||||||||||||||||
Cost of services provided | — | 900.1 | 8,438.8 | 3,541.5 | — | 12,880.4 | |||||||||||||||||
Depreciation and amortization | — | 11.4 | 415.9 | 76.7 | — | 504.0 | |||||||||||||||||
Selling and general corporate expenses | 2.2 | 162.4 | 135.4 | 16.8 | — | 316.8 | |||||||||||||||||
Interest and other financing costs, net | — | 255.8 | (2.4 | ) | 32.5 | — | 285.9 | ||||||||||||||||
Expense allocations | (2.2 | ) | (334.8 | ) | 306.9 | 30.1 | — | — | |||||||||||||||
— | 994.9 | 9,294.6 | 3,697.6 | — | 13,987.1 | ||||||||||||||||||
Income before Income Taxes | — | 19.9 | 222.7 | 99.4 | — | 342.0 | |||||||||||||||||
Provision for Income Taxes | — | 6.0 | 70.0 | 29.0 | — | 105.0 | |||||||||||||||||
Equity in Net Income of Subsidiaries | 236.0 | — | — | — | (236.0 | ) | — | ||||||||||||||||
Net income | 236.0 | 13.9 | 152.7 | 70.4 | (236.0 | ) | 237.0 | ||||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | 1.0 | — | — | 1.0 | |||||||||||||||||
Net income attributable to Aramark stockholders | 236.0 | 13.9 | 151.7 | 70.4 | (236.0 | ) | 236.0 | ||||||||||||||||
Other comprehensive loss, net of tax | (60.3 | ) | (12.9 | ) | (3.0 | ) | (78.9 | ) | 94.8 | (60.3 | ) | ||||||||||||
Comprehensive income (loss) attributable to Aramark stockholders | $ | 175.7 | $ | 1.0 | $ | 148.7 | $ | (8.5 | ) | $ | (141.2 | ) | $ | 175.7 | |||||||||
S-40
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended October 3, 2014
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
Sales | $ | — | $ | 1,047.4 | $ | 9,544.7 | $ | 4,240.8 | $ | — | $ | 14,832.9 | |||||||||||
Costs and Expenses: | |||||||||||||||||||||||
Cost of services provided | — | 929.1 | 8,506.4 | 3,928.4 | — | 13,363.9 | |||||||||||||||||
Depreciation and amortization | — | 13.7 | 412.1 | 95.8 | — | 521.6 | |||||||||||||||||
Selling and general corporate expenses | 7.8 | 216.6 | 139.2 | 19.2 | — | 382.8 | |||||||||||||||||
Interest and other financing costs | — | 302.9 | (1.2 | ) | 33.2 | — | 334.9 | ||||||||||||||||
Expense allocations | (7.8 | ) | (376.9 | ) | 342.3 | 42.4 | — | — | |||||||||||||||
— | 1,085.4 | 9,398.8 | 4,119.0 | — | 14,603.2 | ||||||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes | — | (38.0 | ) | 145.9 | 121.8 | — | 229.7 | ||||||||||||||||
Provision (Benefit) for Income Taxes | — | (15.6 | ) | 62.9 | 32.9 | — | 80.2 | ||||||||||||||||
Equity in Net Income of Subsidiaries | 149.0 | — | — | — | (149.0 | ) | — | ||||||||||||||||
Net income (loss) | 149.0 | (22.4 | ) | 83.0 | 88.9 | (149.0 | ) | 149.5 | |||||||||||||||
Less: Net income attributable to noncontrolling interest | — | — | 0.5 | — | — | 0.5 | |||||||||||||||||
Net income (loss) attributable to Aramark stockholders | 149.0 | (22.4 | ) | 82.5 | 88.9 | (149.0 | ) | 149.0 | |||||||||||||||
Other comprehensive income (loss), net of tax | (47.1 | ) | 12.1 | (0.6 | ) | (82.6 | ) | 71.1 | (47.1 | ) | |||||||||||||
Comprehensive income (loss) attributable to Aramark stockholders | $ | 101.9 | $ | (10.3 | ) | $ | 81.9 | $ | 6.3 | $ | (77.9 | ) | $ | 101.9 | |||||||||
S-41
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the year ended September 27, 2013
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
Sales | $ | — | $ | 1,034.0 | $ | 8,792.8 | $ | 4,118.8 | $ | — | $ | 13,945.6 | |||||||||||
Costs and Expenses: | |||||||||||||||||||||||
Cost of services provided | — | 996.6 | 7,811.8 | 3,852.8 | — | 12,661.2 | |||||||||||||||||
Depreciation and amortization | — | 21.0 | 418.9 | 102.2 | — | 542.1 | |||||||||||||||||
Selling and general corporate expenses | 0.9 | 82.5 | 125.7 | 18.8 | — | 227.9 | |||||||||||||||||
Interest and other financing costs, net | 51.0 | 342.4 | (2.7 | ) | 33.1 | — | 423.8 | ||||||||||||||||
Expense allocations | — | (362.8 | ) | 326.1 | 36.7 | — | — | ||||||||||||||||
51.9 | 1,079.7 | 8,679.8 | 4,043.6 | — | 13,855.0 | ||||||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes | (51.9 | ) | (45.7 | ) | 113.0 | 75.2 | — | 90.6 | |||||||||||||||
Provision (Benefit) for Income Taxes | (19.2 | ) | (31.9 | ) | 52.3 | 18.0 | — | 19.2 | |||||||||||||||
Equity in Net Income of Subsidiaries | 102.1 | — | — | — | (102.1 | ) | — | ||||||||||||||||
Income (Loss) from Continuing Operations | 69.4 | (13.8 | ) | 60.7 | 57.2 | (102.1 | ) | 71.4 | |||||||||||||||
Loss from Discontinued Operations, net of tax | — | — | (1.0 | ) | — | — | (1.0 | ) | |||||||||||||||
Net income (loss) | 69.4 | (13.8 | ) | 59.7 | 57.2 | (102.1 | ) | 70.4 | |||||||||||||||
Less: Net income attributable to noncontrolling interests | — | — | 0.8 | 0.2 | — | 1.0 | |||||||||||||||||
Net income (loss) attributable to Aramark stockholders | 69.4 | (13.8 | ) | 58.9 | 57.0 | (102.1 | ) | 69.4 | |||||||||||||||
Other comprehensive income (loss), net of tax | 14.5 | 34.8 | 0.6 | (19.2 | ) | (16.2 | ) | 14.5 | |||||||||||||||
Comprehensive income attributable to Aramark stockholders | $ | 83.9 | $ | 21.0 | $ | 59.5 | $ | 37.8 | $ | (118.3 | ) | $ | 83.9 | ||||||||||
S-42
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended October 2, 2015
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (0.7 | ) | $ | 51.0 | $ | 319.0 | $ | 318.6 | $ | (4.9 | ) | $ | 683.0 | |||||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Purchases of property and equipment, client contract investments and other | — | (13.9 | ) | (445.0 | ) | (65.5 | ) | — | (524.4 | ) | |||||||||||||
Disposals of property and equipment | — | 0.5 | 8.9 | 9.7 | — | 19.1 | |||||||||||||||||
Acquisitions of businesses, net of cash acquired | — | — | (3.4 | ) | — | — | (3.4 | ) | |||||||||||||||
Other investing activities | — | (1.0 | ) | (0.7 | ) | 6.1 | — | 4.4 | |||||||||||||||
Net cash used in investing activities | — | (14.4 | ) | (440.2 | ) | (49.7 | ) | — | (504.3 | ) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||
Proceeds from long-term borrowings | — | 70.0 | — | 1.9 | — | 71.9 | |||||||||||||||||
Payments of long-term borrowings | — | (178.9 | ) | (14.7 | ) | (16.0 | ) | — | (209.6 | ) | |||||||||||||
Payments of dividends | — | (81.9 | ) | — | — | — | (81.9 | ) | |||||||||||||||
Proceeds from issuance of common stock | — | 39.9 | — | — | — | 39.9 | |||||||||||||||||
Repurchase of common stock | — | (50.2 | ) | — | — | — | (50.2 | ) | |||||||||||||||
Other financing activities | — | 66.4 | (3.9 | ) | (0.6 | ) | — | 61.9 | |||||||||||||||
Change in intercompany, net | 0.7 | 103.6 | 141.0 | (250.2 | ) | 4.9 | — | ||||||||||||||||
Net cash provided by (used in) financing activities | 0.7 | (31.1 | ) | 122.4 | (264.9 | ) | 4.9 | (168.0 | ) | ||||||||||||||
Increase in cash and cash equivalents | — | 5.5 | 1.2 | 4.0 | — | 10.7 | |||||||||||||||||
Cash and cash equivalents, beginning of period | — | 26.3 | 41.6 | 43.8 | — | 111.7 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 31.8 | $ | 42.8 | $ | 47.8 | $ | — | $ | 122.4 | |||||||||||
S-43
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended October 3, 2014
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 0.5 | $ | 65.6 | $ | 470.5 | $ | (105.4 | ) | $ | (33.1 | ) | $ | 398.1 | |||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Purchases of property and equipment, client contract investments and other | — | (20.2 | ) | (456.7 | ) | (68.3 | ) | — | (545.2 | ) | |||||||||||||||
Disposals of property and equipment | — | 8.4 | 6.2 | 13.9 | — | 28.5 | |||||||||||||||||||
Proceeds from divestitures | — | — | 24.0 | — | — | 24.0 | |||||||||||||||||||
Acquisitions of businesses, net of cash acquired | — | — | (13.2 | ) | (8.2 | ) | — | (21.4 | ) | ||||||||||||||||
Other investing activities | — | 0.3 | 14.0 | (5.4 | ) | — | 8.9 | ||||||||||||||||||
Net cash used in investing activities | — | (11.5 | ) | (425.7 | ) | (68.0 | ) | — | (505.2 | ) | |||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Proceeds from long-term borrowings | — | 1,293.7 | — | 277.1 | — | 1,570.8 | |||||||||||||||||||
Payments of long-term borrowings | (1,877.4 | ) | (14.5 | ) | (86.7 | ) | — | (1,978.6 | ) | ||||||||||||||||
Net change in funding under the Receivables Facility | — | — | — | 50.0 | — | 50.0 | |||||||||||||||||||
Payments of dividends | — | (52.2 | ) | — | — | — | (52.2 | ) | |||||||||||||||||
Proceeds from initial public offering, net | 524.1 | — | — | — | — | 524.1 | |||||||||||||||||||
Proceeds from issuance of common stock | — | 4.4 | — | — | — | 4.4 | |||||||||||||||||||
Repurchase of common stock | — | (4.7 | ) | — | — | — | — | — | (4.7 | ) | |||||||||||||||
Other financing activities | — | 4.4 | (6.4 | ) | (4.0 | ) | — | (6.0 | ) | ||||||||||||||||
Change in intercompany, net | (524.6 | ) | 581.0 | (22.8 | ) | (66.7 | ) | 33.1 | — | ||||||||||||||||
Net cash provided by (used in) financing activities | (0.5 | ) | (50.8 | ) | (43.7 | ) | 169.7 | 33.1 | 107.8 | ||||||||||||||||
Increase (decrease) in cash and cash equivalents | — | 3.3 | 1.1 | (3.7 | ) | — | 0.7 | ||||||||||||||||||
Cash and cash equivalents, beginning of period | — | 23.0 | 40.5 | 47.5 | — | 111.0 | |||||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 26.3 | $ | 41.6 | $ | 43.8 | $ | — | $ | 111.7 | |||||||||||||
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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the year ended September 27, 2013
(in millions)
Aramark (Parent) | Aramark Services, Inc. (Issuer) | Guarantors | Non Guarantors | Eliminations | Consolidated | ||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 599.9 | $ | 97.7 | $ | 585.5 | $ | 64.0 | $ | (651.2 | ) | $ | 695.9 | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||
Purchases of property and equipment, client contract investments and other | — | (14.3 | ) | (292.4 | ) | (86.2 | ) | — | (392.9 | ) | |||||||||||||
Disposals of property and equipment | — | — | 5.4 | 5.9 | — | 11.3 | |||||||||||||||||
Proceeds from divestitures | — | — | 0.9 | — | — | 0.9 | |||||||||||||||||
Acquisitions of businesses, net of cash acquired | — | — | (22.6 | ) | — | — | (22.6 | ) | |||||||||||||||
Other investing activities | — | (1.4 | ) | 27.4 | (8.1 | ) | — | 17.9 | |||||||||||||||
Net cash used in investing activities | — | (15.7 | ) | (281.3 | ) | (88.4 | ) | — | (385.4 | ) | |||||||||||||
Cash flows from financing activities: | — | ||||||||||||||||||||||
Proceeds from long-term borrowings | — | 3,071.4 | — | 9.1 | — | 3,080.5 | |||||||||||||||||
Payments of long-term borrowings | (600.0 | ) | (2,521.2 | ) | (13.7 | ) | (180.0 | ) | — | (3,314.9 | ) | ||||||||||||
Net change in funding under the Receivables Facility | — | — | — | 36.2 | — | 36.2 | |||||||||||||||||
Proceeds from issuance of common stock | — | 5.6 | — | — | — | 5.6 | |||||||||||||||||
Repurchase of common stock | — | (42.4 | ) | — | — | — | (42.4 | ) | |||||||||||||||
Distribution in connection with spin-off of Seamless | — | (47.4 | ) | — | — | — | (47.4 | ) | |||||||||||||||
Other financing activities | — | (50.3 | ) | (2.7 | ) | (0.9 | ) | — | (53.9 | ) | |||||||||||||
Change in intercompany, net | — | (502.1 | ) | (289.0 | ) | 139.9 | 651.2 | — | |||||||||||||||
Net cash provided by (used in) financing activities | (600.0 | ) | (86.4 | ) | (305.4 | ) | 4.3 | 651.2 | (336.3 | ) | |||||||||||||
Decrease in cash and cash equivalents | (0.1 | ) | (4.4 | ) | (1.2 | ) | (20.1 | ) | — | (25.8 | ) | ||||||||||||
Cash and cash equivalents, beginning of period | 0.1 | 27.4 | 41.7 | 67.6 | — | 136.8 | |||||||||||||||||
Cash and cash equivalents, end of period | $ | — | $ | 23.0 | $ | 40.5 | $ | 47.5 | $ | — | $ | 111.0 | |||||||||||
S-45
ARAMARK AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED OCTOBER 2, 2015, OCTOBER 3, 2014 AND SEPTEMBER 27, 2013
Additions | Reductions | |||||||||||||||
Balance, Beginning of Period | Charged to Income | Deductions from Reserves(1) | Balance, End of Period | |||||||||||||
Description | ||||||||||||||||
Fiscal Year 2015 | ||||||||||||||||
Reserve for doubtful accounts, advances & current notes receivable | $ | 37,381 | $ | 16,220 | $ | 14,578 | $ | 39,023 | ||||||||
Fiscal Year 2014 | ||||||||||||||||
Reserve for doubtful accounts, advances & current notes receivable | $ | 34,676 | $ | 15,037 | $ | 12,332 | $ | 37,381 | ||||||||
Fiscal Year 2013 | ||||||||||||||||
Reserve for doubtful accounts, advances & current notes receivable | $ | 41,212 | $ | 11,297 | $ | 17,833 | $ | 34,676 | ||||||||
(1) | Amounts determined not to be collectible and charged against the reserve and translation. |
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EXHIBIT INDEX
Copies of any of the following exhibits are available to Stockholders for the cost of reproduction upon written request from the Secretary, Aramark, 1101 Market Street, Philadelphia, PA 19107.
Exhibit No. | Description | ||
3.1 | Amended and Restated Certificate of Incorporation of Aramark (incorporated by reference to Exhibit 3.1 to Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act (file number 001-36223)). | ||
3.2 | Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.1 to Aramark’s Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
3.3 | Amended and Restated By-laws of Aramark (incorporated by reference to Exhibit 3.2 to Aramark’s Current Report on Form 8-K filed with the SEC on May 15, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
4.1 | Indenture, dated as of March 7, 2013, among Aramark Services, Inc., the guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 7, 2013 pursuant to the Exchange Act (file number 001-04762)). | ||
4.3 | First Supplemental Indenture, dated as of December 17, 2013, among ARAMARK Holdings Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907)). | ||
4.4 | Second Supplemental Indenture, dated as of December 17, 2013, among the entities listed in Schedule I thereto and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907)). | ||
10.1 | Amendment Agreement, dated as of February 24, 2014 (the “2014 Amendment Agreement”), to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and supplemented prior to the date of the Amendment Agreement by and among Aramark Services, Inc., ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and as LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.67 to Aramark’s Form S-1/A filed with the SEC on February 26, 2014 (file number 333-194077)) . | ||
10.2 | Amendment Agreement No. 1, dated as of March 28, 2014, to the Amendment Agreement, dated as of February 24, 2014, to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and supplemented prior to the date of the Amendment Agreement by and among Aramark Services, Inc., ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GMBH & Co. KG, ARAMARK GMBH, ARAMARK Intermediate Holdco Corporation, the Guarantors (as defined therein) party thereto, the Lenders (as defined therein) and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, issuing bank and as LC facility issuing bank and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014, pursuant to the Exchange Act (file number 001-36223)) | ||
10.3 | Assumption Agreement, dated as of March 30, 2007, relating to the Credit Agreement dated as of January 26, 2007 among Aramark Services, Inc., the other Borrowers and Loan Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as administrative agent and collateral agent for the Lenders, and the other parties thereto from time to time (incorporated by reference to Exhibit 99.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.4 | Joinder Agreement, dated as of December 17, 2013, between each New Subsidiary listed on Schedule I thereto and JPMorgan Chase Bank, N.A., as agent (incorporated by reference to Exhibit 10.64 to Aramark’s Form S-4 filed with the SEC on December 17, 2013 (file number 333-192907)). | ||
10.5 | U.S. Pledge and Security Agreement, dated as of January 26, 2007, among ARAMARK Intermediate Holdco Corporation, RMK Acquisition Corporation, Aramark Services, Inc., the Subsidiary Parties from time to time party thereto and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.6 | Amended and Restated Registration Rights and Coordination Committee Agreement, dated as of December 10, 2013, among Aramark and the other parties thereto (incorporated by reference to Exhibit 10.2 to Aramark’s Current Report on Form 8-K filed with the SEC on December 16, 2013, pursuant to the Exchange Act (file number 001-36223)). | ||
10.7† | Letter Agreement dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
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10.8† | Agreement Relating to Employment and Post-Employment Competition dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.9† | Amendment, effective as of June 25, 2013, to the Letter Agreement dated May 7, 2012 between Aramark Services, Inc. and Eric Foss (incorporated by reference to Exhibit 10.6 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)). | ||
10.10† | Form of Agreement Relating to Employment and Post-Employment Competition and Schedule 1 listing each Executive Officer who is a party to such Agreement (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on July 19, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.11† | Form of Amendment to Agreement Relating to Employment and Post-Employment Competition (incorporated by reference to Exhibit 10.8 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2008, pursuant to the Exchange Act (file number 001-04762)). | ||
10.12† | Agreement Relating to Employment and Post-Employment Competition dated November 14, 2007 between Aramark Services, Inc. and Joseph Munnelly (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on February 6, 2008, pursuant to the Exchange Act (file number 001-04762)). | ||
10.13† | Offer Letter dated July 20, 2012 between Aramark Services, Inc. and Stephen R. Reynolds (incorporated by reference to Exhibit 10.12 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.14† | Agreement Relating to Employment and Post-Employment Competition dated December 6, 2012 between Aramark Services, Inc. and Stephen R. Reynolds (incorporated by reference to Exhibit 10.13 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.15† | Agreement Relating to Employment and Post-Employment Competition dated July 1, 2013 between Aramark Services, Inc. and Christina Takoudes Morrison (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2013, pursuant to the Exchange Act (file number 001-04762)). | ||
10.16† | Offer Letter dated March 12, 2015, between Aramark and Stephen P. Bramlage, Jr. (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)). | ||
10.17† | Agreement Relating to Employment and Post-Employment Competition dated March 12, 2015 between Aramark and Stephen P. Bramlage, Jr. (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)). | ||
10.18† | Form of Indemnification Agreement and attached schedule (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange Act (file number 001-04762)). | ||
10.19† | Indemnification Agreement dated May 7, 2012 between Eric Foss and Aramark Services, Inc. (incorporated by reference to Exhibit 10.6 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.20† | Indemnification Agreement dated December 15, 2011 between Joseph Munnelly and Aramark Services, Inc. (incorporated by reference to Exhibit 10.13 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2011, pursuant to the Exchange Act (file number 001-04762)). | ||
10.21† | Indemnification Agreement dated December 12, 2012 between Stephen R. Reynolds and Aramark Services, Inc. (incorporated by reference to Exhibit 10.22 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 20, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.22† | Indemnification Agreement dated February 4, 2014 between Daniel J. Heinrich and Aramark (incorporated by reference to Exhibit 10.1 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.23† | Indemnification Agreement dated February 4, 2014 between Stephen Sadove and Aramark (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.24† | Indemnification Agreement dated February 4, 2014 between Christina Morrison and Aramark (incorporated by reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.25† | Indemnification Agreement dated April 6, 2015, between Stephen P. Bramlage, Jr. and Aramark (incorporated by reference to Exhibit 10.3 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)). | ||
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10.26† | Aramark 2001 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Registration Statement on Form S-8 filed with the SEC on May 24, 2002 (file number 333-89120)). | ||
10.27† | Amended and Restated Aramark 2001 Stock Unit Retirement Plan (incorporated by reference to Exhibit 10.22 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 19, 2003, pursuant to the Exchange Act (file number 001-04762)). | ||
10.28† | Second Amended and Restated Aramark Savings Incentive Retirement Plan (incorporated by reference to Exhibit 10.45 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013, (file number 333-191057)). | ||
10.29† | Amended Survivor Income Protection Plan (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.30† | Second Amended and Restated Aramark 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.48 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.31† | Amended and Restated Aramark Senior Executive Performance Bonus Plan (incorporated by reference to Exhibit 10.49 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.32† | Amended and Restated Executive Leadership Council Management Incentive Bonus Plan (2014) (incorporated by reference to Exhibit 10.50 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.33† | Aramark 2005 Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.67 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.34† | Fifth Amended and Restated Aramark 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.35† | Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.70 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.36† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.37† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.38† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 16, 2007, pursuant to the Exchange Act (file number 001-04762)). | ||
10.39† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)). | ||
10.40† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)). | ||
10.41† | Amendment to Outstanding Non-Qualified Stock Option Agreements dated March 1, 2010 (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)). | ||
10.42† | Form of Amendment to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 22, 2011, pursuant to the Exchange Act (file number 001-04762)). | ||
10.43† | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.44† | Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)). | ||
10.45† | Form of Time-Based Restricted Stock Unit Award Agreement with Aramark (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 00104762)). | ||
10.46† | Form of Restricted Stock Award Agreement with Aramark (incorporated by reference to Exhibit 10.4 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)). | ||
10.47† | Form of Replacement Stock Option Award Agreement with Aramark (incorporated by reference to Exhibit 10.5 to Aramark Services, Inc.’s Current Report on Form 8K filed with the SEC on June 26, 2013, pursuant to the Exchange Act (file number 001-04762)). | ||
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10.48† | Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.18 to Aramark Services, Inc.’s Annual Report on Form 10-K filed with the SEC on December 15, 2009, pursuant to the Exchange Act (file number 001-04762)). | ||
10.49† | Schedules 1 to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on March 1, 2010, pursuant to the Exchange Act (file number 001-04762)). | ||
10.50† | New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)). | ||
10.51† | Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.3 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 18, 2011, pursuant to the Exchange Act (file number 001-04762)). | ||
10.52† | New Schedule 1 to Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.53† | Revised Schedule 1s to outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.2 to Aramark Services, Inc.’s Current Report on Form 8-K filed with the SEC on November 19, 2012, pursuant to the Exchange Act (file number 001-04762)). | ||
10.54† | Revised Schedule 1s to Outstanding Non-Qualified Stock Option Agreements (incorporated by reference to Exhibit 10.68 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.55† | Form of Amendment to Outstanding Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.69 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.56† | Form of Non-Qualified Stock Option Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.71 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.57† | Form of Restricted Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.72 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.58† | Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on February 5, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.59† | Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.26 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 3, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.60† | Form of Performance Stock Unit Award Agreement (Revised) (incorporated by reference to Exhibit 10.2 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2015, pursuant to the Exchange Act (file number 001-36223)). | ||
10.61*† | Form of Performance Restricted Stock Award | ||
10.62*† | Form of Non-Qualified Stock Option Award Agreement (Relative TSR Vesting) | ||
10.63*† | Form of Restricted Stock Unit Award Agreement (Relative TSR Vesting) | ||
10.64*† | Form of Performance Restricted Stock Award Agreement (Relative TSR Vesting) | ||
10.65† | Form of Deferred Stock Unit Award Agreement under the Fifth Amended and Restated Aramark 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.46 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.66† | Form of Deferred Stock Unit Award under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.73 to Aramark’s Form S-1/A filed with the SEC on November 19, 2013 (file number 333-191057)). | ||
10.67† | Form of Deferred Stock Unit Award Agreement under the Aramark 2013 Stock Incentive Plan (Revised) (incorporated by reference to Exhibit 10.77 to Aramark’s Annual Report on Form 10-K filed with the SEC on December 3, 2014, pursuant to the Exchange Act (file number 001-36223)). | ||
10.68† | Form of Deferred Stock Unit Agreement under the Aramark 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Aramark’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2015, pursuant to the Exchange Act (file number 001-36223)). | ||
10.69*† | Form of Aircraft Timesharing Agreement | ||
10.70 | Amended and Restated Master Distribution Agreement effective as of March 5, 2011 between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. (incorporated by reference to Exhibit 10.1 to Aramark Services, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2011, pursuant to the Exchange Act (file number 001-04762)) (portions omitted pursuant to a grant of confidential treatment). | ||
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10.71 | Amendment Agreement, dated February 26, 2014, to the Master Distribution Agreement dated as of November 25, 2006, between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc., as amended and restated effective as of March 5, 2011 (incorporated by reference to Exhibit 10.71 to Aramark’s Form S-1/A filed with the SEC on February 26, 2014 (file number 333-194077)) (portions omitted pursuant to a grant of confidential treatment). | ||
12.1* | Ratio of Earnings to Fixed Charges. | ||
21.1* | List of subsidiaries of Aramark. | ||
23.1* | Consent of Independent Registered Public Accounting Firm-KPMG LLP. | ||
23.2* | Consent of Independent Auditors-Deloitte Touche Tohmatsu LLC. | ||
31.1* | Certification of Eric Foss, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2* | Certification of Stephen P. Bramlage, Jr., Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1* | Certification of Eric Foss, Chief Executive Officer, and Stephen P. Bramlage, Jr., Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
99.1* | Audited Financial Statements of AIM Services Co., Ltd. | ||
101.INS* | XBRL Instance Document | ||
101.SCH* | XBRL Taxonomy Extension Schema Document | ||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | ||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | ||
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | ||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | ||
* Filed herewith.
† Identifies exhibits that consist of management contract or compensatory arrangement.
S-51
Exhibit 10.61
CERTIFICATE OF GRANT
Aramark
Performance Restricted Stock Award
This certifies that the Participant:
[Name]
has been granted under this Certificate of Grant a number of shares of Common Stock (equal to the “Maximum Number of Shares of Performance Restricted Stock” set forth on this certificate) which are eligible to vest in accordance with the Vesting Schedule indicated below (subject to achievement of the performance conditions set forth in the attached Award):
VESTING SCHEDULE
Performance Restricted Stock | Vesting Date |
100% | []1 |
Target Number of Shares of Performance Restricted Stock: [] | Participant Account Number: [] |
Maximum Number of Shares of Performance Restricted Stock: [] | |
Date of Grant: [] | Grant Number: [] |
This grant of Performance Restricted Stock is subject to the terms and conditions of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), this Certificate of Grant and the attached Performance Restricted Stock Award (the “Award”). Capitalized terms used in this Certificate of Grant that are not defined shall have the same meanings as in the Award and the Plan.
Aramark
FORM OF
PERFORMANCE RESTRICTED STOCK AWARD
1. | Grant of Performance Restricted Stock. The Company hereby grants a number of shares of Performance Restricted Stock equal to the “Maximum Number of Shares of Performance Restricted Stock” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “Certificate of Grant”) to the Participant, on the terms and conditions hereinafter set forth including on Schedule I which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each share of Performance Restricted Stock (a “Share of Performance Restricted Stock”) represents a share of Common Stock of the Company (each a “Share”), which are initially unvested and subject to forfeiture under the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant. |
2. | Performance and Service Vesting Conditions. |
Subject to the remainder of the terms and conditions of this Award, so long as the Participant continues Employment through the Vesting Date the Participant shall earn, and become vested in a number of Shares of Performance Restricted Stock (if any) equal to a percentage of the Target Number of Shares of Performance Restricted Stock based on the level of the Company’s achievement of the performance conditions, with respect to the applicable performance period (the “Performance Period”), each as set forth on Schedule I, on the date such achievement is certified by the Committee following the end of the Performance Period (the “Determination Date”) (such number of Shares of Performance Restricted Stock, once established, the “Earned Shares of Performance Restricted Stock”). For the avoidance of doubt, the maximum number of Earned Shares of Performance Restricted Stock shall be the “Maximum Number of Shares of Performance Restricted Stock” set forth on the Certificate of Grant.
3. | Vesting and Forfeiture of Shares. |
(a) | The Company shall, subject to the remainder of this Award, vest the Participant in (and cause the forfeiture restrictions to lapse on) the Earned Shares of Performance Restricted Stock under this Award on the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the vesting date). |
(b) | Notwithstanding Section 3(a) of this Award, |
(i) | upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (each, a “Special Termination”), which occurs prior to the Determination Date, the Shares of Performance Restricted Stock shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the Earned Shares of Performance Restricted Stock (if any) scheduled to vest on the Determination Date shall become vested Shares as of |
the Determination Date; and the remaining Shares of Performance Restricted Stock which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “Specified Portion” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the Performance Period, (y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and prior to the beginning of the third fiscal year of the Performance Period and (z) the entire amount if the Special Termination occurs on or after the beginning of the third fiscal year of the Performance Period; and
(ii) | upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding Shares of Performance Restricted Stock shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the corresponding portion of the Earned Shares of Performance Restricted Stock (if any) shall remain outstanding and shall become vested Shares as of the Determination Date. |
(c) | Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding Shares of Performance Restricted Stock: |
(A) if such termination occurs prior to the Vesting Date, then such Performance Period shall end as of such date, and the Target Number of Shares of Performance Restricted Stock shall become vested on the date of such Termination of Relationship and the remaining Shares of Performance Restricted Stock will be forfeited; or
(B) if such termination occurs on or following the Vesting Date but prior to the Determination Date, then the Earned Shares of Performance Restricted Stock (if any) shall become vested on the Determination Date and the remaining Shares of Performance Restricted Stock will be forfeited;
provided that the Committee may determine that, in lieu of Shares and/or fractional Shares that become vested under clauses (A) or (B) above, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control.
(d) | Upon the vesting event of any Shares of Performance Restricted Stock or Earned Shares of Performance Restricted Stock, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the forfeiture restrictions on such Shares shall be extinguished on the relevant vesting dates. |
4. | Dividends. If on any date while Shares of Performance Restricted Stock are outstanding hereunder, the Company shall pay any dividend on the Shares (whether payable in cash or in-kind), then such dividends in respect of such unvested Shares of Performance Restricted Stock will be withheld by the Company and distributed to the Participant (without interest) if and when the underlying Shares of Performance Restricted Stock become vested in accordance with the terms of this Award. If the underlying unvested Shares of Performance Restricted Stock are forfeited for any reason, then the Participant shall have no right to any dividends withheld by the Company in respect of such forfeited Shares of Performance Restricted Stock. |
5. | Adjustments Upon Certain Events. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividends paid pursuant to Section 4 hereof). |
6. | Restriction on Transfer. The Shares of Performance Restricted Stock may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant (prior to the vesting thereof), except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The Shares of Performance Restricted Stock shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Shares of Performance Restricted Stock contrary to the provisions of this Award or the Plan shall be null and void and without effect. |
7. | Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation. |
8. | Participant’s Employment. Nothing in this Award or in the Performance Restricted Stock shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time. |
9. | No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment. |
10. | Rights of a Stockholder. The Participant shall have the rights as a stockholder of the Company with respect to the Shares of Performance Restricted Stock, subject to the terms and conditions of this Agreement and the Plan (including, without limitation, the provisions related to the dividends under Section 4 hereof and the legend requirements described under Section 9(e) of the Plan). The Shares of Performance Restricted Stock shall be registered in the Company’s register of stockholders on the Date of Grant. |
11. | Withholding. |
(a) | The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance, vesting or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant. |
(b) | If the Participant’s employment with the Company terminates prior to the issuance, vesting or transfer of any remaining Shares due to be issued, vested or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance, vesting or transfer shall be made through the withholding of Shares from such issuance, vesting or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above. |
12. | Section 409A of the Code. The provisions of Section 15(v) of the Plan are hereby incorporated by reference and made a part hereof. |
13. | Performance Restricted Stock Subject to Plan. All Shares of Performance Restricted Stock are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. |
14. | Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: |
If to the Company, to it at:
Aramark
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: Head of Human Resources
If to the Participant, to him or her at the address set forth on the signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.
15. | Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. |
16. | Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF |
LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
17. | Modification of Rights; Entire Agreement. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. |
18. | Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. |
Name: [see Certificate of Grant - Participant]
Date: [Acceptance Date]
[Note: Grant will be accepted electronically.]
Exhibit A
DATA PROTECTION PROVISION
(a) | By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer. |
These data will include data:
(i)already held in the Participant's records such as the Participant's name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;
(ii)collected upon the Participant accepting the rights granted under the Plan (if applicable); and
(iii)subsequently collected
by the Company or any of its Affiliates and/or agents in relation to the Participant's continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).
(b) | This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. |
(c) | In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area The European Economic Area is composed of 27 member states of the European Union plus Iceland, Liechtenstein and Norway. (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above: |
(i)Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;
(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;
(iii)actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;
(iv)other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and
(v)the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.
Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or EEA. Countries to which data are transferred include the USA and Bermuda.
All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.
The Participant may access, modify, correct or withdraw consent to process most Personal Information about the Participant by contacting the local data protection officer in the country in which the Participant is based. Please note, however, that certain Personal Information about the Participant may be exempt from such access, correction, objection, suppression or deletion rights pursuant to applicable data protection laws, if the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.
(d) | The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent. |
Exhibit 10.62
CERTIFICATE OF GRANT
Aramark
Stock Option Award
(Relative TSR Vesting)
This certifies that the Participant:
[Name]
has been granted the non-qualified stock options described in this Certificate of Grant to purchase shares of Common Stock in accordance with the Vesting Schedule indicated below (subject to satisfaction of the Relative TSR Condition, as set forth on Schedule I):
VESTING SCHEDULE
TSR Based Options | Vesting Date |
100% | September 28, 20181 |
Exercise Price: [] | Number of Shares: [] |
Date of Grant: [] | Participant’s Account Number: [] |
Grant Number: [] | Expiration Date: [] |
This grant of Non-Qualified Stock Options is subject to the terms and conditions of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), this Certificate of Grant and the attached Non-Qualified Stock Option Award (the “Award”). Capitalized terms used in this Certificate of Grant that are not defined shall have the same meanings as in the Award and the Plan.
1 [NTD: Insert date that is the end of the third fiscal year of the performance period]
FORM OF NON-QUALIFIED STOCK OPTION AWARD (this “Award”) dated as of the Date of Grant set forth on the Certificate of Grant to which this Award is attached (the “Grant Date”) between Aramark (formerly known as ARAMARK HOLDINGS CORPORATION), a Delaware corporation (the “Company”), and the Participant set forth on the Certificate of Grant of the Options attached to this Award and made a part hereof (the “Certificate of Grant”).
WHEREAS, the Company, acting through the Committee (as such term is defined in the Plan) or a subcommittee thereof, has agreed to grant to the Participant, as of the Grant Date, an option under the Aramark 2013 Stock Incentive Plan (as may be amended, the “Plan”) to purchase a number of shares of Common Stock on the terms and subject to the conditions set forth in this Award, the Certificate of Grant and the Plan.
NOW, THEREFORE, in consideration of the promises and agreements contained in this Award:
Section 1.The Plan. The terms and provisions of the Plan are hereby incorporated into this Award as if set forth herein in their entirety. In the event of a conflict between any provision of this Award and the Plan, the provisions of the Plan shall control. A copy of the Plan has been provided to the Participant. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Plan and the Certificate of Grant.
Section 2.Option Award; Exercise Price; Exercise of Vested Option. Effective on the Grant Date, on the terms and subject to the conditions of the Plan and this Award, the Company hereby grants to the Participant the option to purchase the number of Shares set forth on the Certificate of Grant (the “Option”), at the Exercise Price equal to the Exercise Price as set forth on the Certificate of Grant. Upon any exercise of any portion of any Vested Options, the payment of the Exercise Price may be made, at the election of the Participant, in any manner specified under Section 7(d) of the Plan, as such section is in effect on the Grant Date. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Code.
Section 3.Term. The term of the Option (the “Option Term”) shall commence on the Grant Date and expire on the Expiration Date set forth on the Certificate of Grant, unless the Option shall have sooner been terminated in accordance with the terms of the Plan (including, without limitation, Section 13 of the Plan) or this Award.
Section 4.Vesting. Subject to the Participant’s not having a Termination of Relationship prior to the Vesting Date and except as otherwise set forth in Section 7 hereof, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows:
(a)subject to the satisfaction of the Relative TSR Condition, as set forth on Schedule I, in such percentage set forth on the Certificate of Grant on the later of (x) date such achievement is certified by the Committee (the “Determination Date”) and (y) the Vesting Date; or
(b)in the event of a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (each, a “Special Termination”), which occurs prior to the Determination Date, the Options shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the Options scheduled to vest on the Determination Date shall become Vested Options as of the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on Schedule I, and the remaining Options which do not become vested pursuant to this paragraph shall be automatically forfeited; for purposes of this Section 4(b), the term “Specified Portion” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the “Performance Period” (as defined in Schedule I), (y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and prior to the beginning of the
third fiscal year of the Performance Period and (z) the entire amount if the Special Termination occurs on or after the beginning of the third fiscal year of the Performance Period; or
(c)in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the Change of Control and prior to the Vesting Date, then, subject to the satisfaction of the Relative TSR Condition set forth on Schedule I, each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) shall become a Vested Option on the date of such Termination of Relationship.
(d)Except as otherwise provided above with respect to a Special Termination, upon a Termination of Relationship for any reason, the unvested portion of the Option (i.e. , that portion which does not constitute Vested Options) shall terminate and cease to be outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the unvested portion of the Option shall remain outstanding and eligible to vest (if at all) on the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on Schedule I.
(e)All decisions by the Committee with respect to any calculations pursuant to this Section 4 shall be made in good faith after consultation with senior management and shall be final and binding on the Participant absent manifest error by the Committee.
Section 5.Restriction on Transfer. The Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case, in compliance with applicable laws. The Option shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions of this Award or the Plan shall be null and void and without effect.
Section 6.Participant’s Employment. Nothing in this Award shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time.
Section 7.Termination. The Option shall automatically terminate and shall become null and void, be unexercisable and be of no further force and effect upon the earliest of:
(a)If Relative TSR Condition set forth on Schedule I has not been satisfied, the Determination Date;
(b)so long as the Participant remains employed by the Company or one of its Affiliates and provided that the Relative TSR Condition set forth on Schedule I has been satisfied, the Expiration Date;
(c)in the case of a Termination of Relationship due to a Special Termination, with respect to any Vested Options as of the Termination of Relationship or Options that become vested following the date of the Termination of Relationship subject to the satisfaction of the Relative TSR Condition set forth on Schedule I, the first anniversary of the later of (x) the Termination of Relationship and (y) the date such Options become vested;
(d)in the case of a Termination of Relationship other than (x) for Cause or (y) due to a Special Termination, the 90th day following the Termination of Relationship; and
(e)the day of the Termination of Relationship in the case of a Termination of Relationship for Cause.
Section 8.Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto
for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation.
Section 9.No Rights as Stockholder. The Participant shall not have any rights of a stockholder of the Company until shares of Common Stock have been issued pursuant to the exercise of the Options hereunder and until such shares have been registered in the Company’s register of stockholders (including, without limitation, the right to any payment of any dividends paid on Shares (which prohibition does not prevent the Company, in its discretion, from providing dividend equivalent payments to the Participant or reducing the exercise price in respect of the Option pursuant to the Plan)).
Section 10.No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment.
Section 11.Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
If to the Company, to it at:
If to the Company, to:
Aramark
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: Head of Human Resources
If to the Participant, to him or her at the address set forth on the signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.
Section 12.Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.
Section 13.Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
Section 14.Withholding. As a condition to exercising this Option in whole or in part, the Participant will pay, or make provisions satisfactory to the Company for payment of, any Federal, state, local and other applicable taxes required to be withheld in connection with such exercise in a manner that is set forth in Section 7(d) of the Plan.
Section 15.Adjustment to Option. In the event of any event described in Section 12 of the Plan occurring after the Grant Date, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply.
Section 16.Section 409A of the Code. This Option is intended to constitute a “stock right” within the meaning of Section 409A of the Code, and shall otherwise be subject to the provisions of Section 14(v) of the Plan.
Section 17.Modification of Rights; Entire Agreement. The Participant’s rights under this Award, the Certificate of Grant and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award, the Certificate of Grant and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.
Section 18.Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction.
Name: [(Per Certificate of Grant)]
Date: [Acceptance Date]
[Note: Grant will be accepted electronically.]
.
Exhibit A
DATA PROTECTION PROVISION
(a) | By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer. |
These data will include data:
(i)already held in the Participant's records such as the Participant's name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;
(ii)collected upon the Participant accepting the rights granted under the Plan (if applicable); and
(iii)subsequently collected
by the Company or any of its Affiliates and/or agents in relation to the Participant's continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).
(b) | This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. |
(c) | In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above: |
(i)Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;
(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;
(iii)actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;
(iv)other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and
(v)the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.
Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the EEA. Countries to which data are transferred include the USA and Bermuda.
The Participant may access, modify, correct or withdraw consent to process most Personal Information about the Participant by contacting the local data protection officer in the country in which the Participant is based. Please note, however, that certain Personal Information about the Participant may be exempt from such access, correction, objection, suppression or deletion rights pursuant to applicable data protection laws, if the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.
(d) | The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent. |
Exhibit 10.63
CERTIFICATE OF GRANT
Aramark
Restricted Stock Unit Award
(Relative TSR Vesting)
This certifies that the Participant:
[Name]
has been granted the restricted stock units described in this Certificate of Grant to receive a number of shares of Common Stock in accordance with the Vesting Schedule indicated below (subject to satisfaction of the Relative TSR Condition, as set forth on Schedule I):
VESTING SCHEDULE
TSR Based Restricted Stock Units | Vesting Date |
100% | September 28, 20181 |
Number of RSUs: [] | Participant Account Number: [] |
Date of Grant: [] | Grant Number: [] |
This grant of Restricted Stock Units is subject to the terms and conditions of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), this Certificate of Grant and the attached Restricted Stock Unit Award (the “Award”). Capitalized terms used in this Certificate of Grant that are not defined shall have the same meanings as in the Award and the Plan.
1 [NTD: Insert date that is the end of the third fiscal year of the performance period]
Aramark
RESTRICTED STOCK UNIT AWARD
(RELATIVE TSR Vesting)
1. | Grant of RSUs. The Company hereby grants the number of Restricted Stock Units (“RSUs”) set forth on the Certificate of Grant of the Restricted Stock Units attached to this Award and made a part hereof (the “Certificate of Grant”) to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each RSU represents the unfunded, unsecured right of the Participant to receive a share of Common Stock, (as specified below) of the Company (each a “Share”), on the dates specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant. |
2. | Performance Condition and Service Vesting Conditions. |
(a) | Subject to the remainder of the terms and conditions of this Award, so long as the Participant continues Employment through the Vesting Date the Participant shall earn, and become vested (if at all) in the number of RSUs granted to the Participant under the Certificate of Grant subject to the satisfaction of the Relative TSR Condition, as set forth on Schedule I, on the later of (x) date such achievement is certified by the Committee (the “Determination Date”) and (y) the Vesting Date. |
3. | Payment of Shares. |
(a) | The Company shall, subject to the remainder of this Award, transfer to the Participant a number of Shares of the Company equal to the number of vested RSUs (if any) under this Award on or as soon as practicable following the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the transfer date). |
(b) | Notwithstanding Section 3(a) of this Award, |
(i) | upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (each, a “Special Termination”), which occurs prior to the Determination Date, the RSUs shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the RSUs scheduled to vest on the Determination Date shall become vested RSUs as of the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on Schedule I, and Shares equal to such number of vested RSUs shall be transferred on or as soon as practicable following the Determination Date, and the remaining RSUs which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “Specified Portion” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the “Performance Period” (as defined in Schedule I), (y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and prior to the beginning of the third fiscal year of the Performance Period and (z) the entire amount if the Special Termination occurs on or after the beginning of the third fiscal year of the Performance Period; and |
(ii) | upon a Termination of Relationship for any reason other than as set forth in clause |
(i) above, all outstanding RSUs shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the RSUs shall remain outstanding and eligible to vest (if at all) on the Determination Date subject to the satisfaction of the Relative TSR Condition set forth on Schedule I.
(c) | Also notwithstanding Section 3(a) or (b) of this Award, in the event of (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason that occurs prior to the second anniversary of the date of such Change of Control and prior to the Vesting Date, then, subject to the satisfaction of the Relative TSR Condition set forth on Schedule I, all then outstanding RSUs shall become vested and the number of Shares equal to all such outstanding RSUs hereunder shall be distributed to the Participant, in each case, as soon as practicable following the date of such Termination of Relationship; provided that the Committee may determine that, in lieu of Shares and/or fractional Shares, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control. Any remaining RSUs that do not become vested in accordance with the preceding sentence shall be forfeited and immediately cancelled. |
(d) | Upon the vesting of the RSUs and the corresponding transfer of Shares as a result thereof, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the RSUs with respect to which Shares have been transferred hereunder shall be extinguished on the relevant transfer dates. In compliance with Section 409A of the Code, in no event shall any transfer occur later than March 15 of the calendar year following the calendar year in which the applicable vesting event occurs under this Award. |
4. | Dividends. If on any date while RSUs are outstanding hereunder, the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) a dollar amount equal to the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash or Shares, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (I) the aggregate number of RSUs that have been held by the Participant through the related dividend record date, multiplied by (II) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Shares shall be transferred with respect to all additional RSUs granted pursuant to this Section 4 at the same time as Shares are transferred with respect to the RSUs to which such additional RSUs were attributable. |
5. | Adjustments Upon Certain Events. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply. |
6. | Restriction on Transfer. The RSUs may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The RSUs shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the RSUs contrary to the provisions of this Award or the Plan shall be null and void and without effect. |
7. | Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation. |
8. | Participant’s Employment. Nothing in this Award or in the RSU shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time. |
9. | No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment. |
10. | No Rights of a Stockholder. The Participant shall not have any rights as a stockholder of the Company until the Shares in question have been registered in the Company’s register of stockholders. |
11. | Withholding. |
(a) | The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant. |
(b) | If the Participant’s employment with the Company terminates prior to the issuance or transfer of any remaining Shares due to be issued or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance or transfer shall be made through the withholding of Shares from such issuance or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above. |
12. | Section 409A of the Code. The provisions of Section 14(v) of the Plan are hereby incorporated by reference and made a part hereof. |
13. | RSUs Subject to Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. |
14. | Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: |
If to the Company, to it at:
If to the Company, to:
Aramark
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: Head of Human Resources
If to the Participant, to him or her at the address set forth on the signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.
15. | Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. |
16. | Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. |
17. | Modification of Rights; Entire Agreement. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. |
18. | Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. |
Name: [(Per Certificate of Grant)]
Date: [Acceptance Date]
[Note: Grant will be accepted electronically.]
Exhibit A
DATA PROTECTION PROVISION
(a) | By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer. |
These data will include data:
(i)already held in the Participant's records such as the Participant's name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;
(ii)collected upon the Participant accepting the rights granted under the Plan (if applicable); and
(iii)subsequently collected
by the Company or any of its Affiliates and/or agents in relation to the Participant's continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).
(b) | This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. |
(c) | In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area The European Economic Area is composed of 27 member states of the European Union plus Iceland, Liechtenstein and Norway. (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above: |
(i)Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;
(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;
(iii)actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;
(iv)other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and
(v)the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.
Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or EEA. Countries to which data are transferred include the USA and Bermuda.
All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.
The Participant may access, modify, correct or withdraw consent to process most Personal Information about the Participant by contacting the local data protection officer in the country in which the Participant is based. Please note, however, that certain Personal Information about the Participant may be exempt from such access, correction, objection, suppression or deletion rights pursuant to applicable data protection laws, if the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.
(d) | The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent. |
Exhibit 10.64
CERTIFICATE OF GRANT
Aramark
Performance Restricted Stock Award
(Relative TSR Vesting)
This certifies that the Participant:
[Name]
has been granted under this Certificate of Grant a number of shares of Common Stock (equal to the “Maximum Number of Shares of Performance Restricted Stock” set forth on this certificate) which are eligible to vest in accordance with the Vesting Schedule indicated below (subject to achievement of the performance conditions set forth in the attached Award):
VESTING SCHEDULE
Performance Restricted Stock | Vesting Date |
100% | September 28, 20181 |
Target Number of Shares of Performance Restricted Stock: [] | Participant Account Number: [] |
Maximum Number of Shares of Performance Restricted Stock: [] | |
Date of Grant: [] | Grant Number: [] |
This grant of Performance Restricted Stock is subject to the terms and conditions of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), this Certificate of Grant and the attached Performance Restricted Stock Award (the “Award”). Capitalized terms used in this Certificate of Grant that are not defined shall have the same meanings as in the Award and the Plan.
1 [NTD: Insert date that is the end of the third fiscal year of the performance period]
[Form of Performance Restricted Stock Award - TSR Vesting]
Aramark
FORM OF
PERFORMANCE RESTRICTED STOCK AWARD
1. | Grant of Performance Restricted Stock. The Company hereby grants a number of shares of Performance Restricted Stock equal to the “Maximum Number of Shares of Performance Restricted Stock” set forth on the Certificate of Grant attached to this Award and made a part hereof (the “Certificate of Grant”) to the Participant, on the terms and conditions hereinafter set forth including on Schedule I which is made a part hereof. This grant is made pursuant to the terms of the Aramark (formerly known as ARAMARK Holdings Corporation) 2013 Stock Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Award. Each share of Performance Restricted Stock (a “Share of Performance Restricted Stock”) represents a share of Common Stock of the Company (each a “Share”), which are initially unvested and subject to forfeiture under the terms and conditions hereof, on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan and the Certificate of Grant. |
2. | Performance and Service Vesting Conditions. |
Subject to the remainder of the terms and conditions of this Award, so long as the Participant continues Employment through the Vesting Date the Participant shall earn, and become vested in a number of Shares of Performance Restricted Stock (if any) equal to a percentage of the Target Number of Shares of Performance Restricted Stock based on the level of the Company’s achievement of the performance conditions, with respect to the applicable performance period (the “Performance Period”), each as set forth on Schedule I, on the date such achievement is certified by the Committee (the “Determination Date”) (such number of Shares of Performance Restricted Stock, once established, the “Earned Shares of Performance Restricted Stock”). For the avoidance of doubt, the maximum number of Earned Shares of Performance Restricted Stock shall be the “Maximum Number of Shares of Performance Restricted Stock” set forth on the Certificate of Grant.
3. | Vesting and Forfeiture of Shares. |
(a) | The Company shall, subject to the remainder of this Award, vest the Participant in (and cause the forfeiture restrictions to lapse on) the Earned Shares of Performance Restricted Stock under this Award on the Determination Date (x) so long as the Participant remains employed with the Company or any of its Affiliates through the Vesting Date, or (y) as otherwise provided in Section 3(b) or (c) below (in whole Shares only with the Participant receiving a cash payment equal to the Fair Market Value of any fractional Share on or about the vesting date). |
(b) | Notwithstanding Section 3(a) of this Award, |
(i) | upon a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (each, a “Special Termination”), which occurs prior to the Determination Date, the Shares of Performance Restricted Stock shall remain outstanding and unvested through the Determination Date, and the Specified Portion (as defined below) of the Earned Shares of Performance Restricted Stock (if any) scheduled to vest on the Determination Date shall become vested Shares as of the Determination Date; and the remaining Shares of Performance Restricted Stock |
which do not become vested pursuant to this clause (i) shall be automatically forfeited; for purposes of this Section 3(b)(i), the term “Specified Portion” shall mean (x) one-third (1/3) if the Special Termination occurs prior to the beginning of the second fiscal year of the Performance Period, (y) two-thirds (2/3) if the Special Termination occurs on or after the beginning of the second fiscal year of the Performance Period and prior to the beginning of the third fiscal year of the Performance Period and (z) the entire amount if the Special Termination occurs on or after the beginning of the third fiscal year of the Performance Period; and
(ii) | upon a Termination of Relationship for any reason other than as set forth in clause (i) above, all outstanding Shares of Performance Restricted Stock shall be forfeited and immediately cancelled; provided, however, that in the case of a Termination of Relationship after the Vesting Date but prior to the Determination Date, the corresponding portion of the Earned Shares of Performance Restricted Stock (if any) shall remain outstanding and shall become vested Shares as of the Determination Date. |
(c) | Also notwithstanding Section 3(a) or (b) of this Award, in accordance with the terms of Section 13 of the Plan, in the event of a Termination of Relationship of the Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant for Good Reason, in each case, that occurs within two years following a Change of Control, the following treatment (under clauses (A) or (B), as applicable) will apply with respect to any then outstanding Shares of Performance Restricted Stock: |
(A) if such termination occurs prior to the Vesting Date, then such Performance Period shall end as of such date, and, subject to the satisfaction of the Relative TSR Condition, as set forth on Schedule I, the Target Number of Shares of Performance Restricted Stock shall become vested on the date of such Termination of Relationship and the remaining Shares of Performance Restricted Stock will be forfeited; or
(B) if such termination occurs on or following the Vesting Date but prior to the Determination Date, then the Earned Shares of Performance Restricted Stock (if any) shall become vested on the Determination Date and the remaining Shares of Performance Restricted Stock will be forfeited;
provided that the Committee may determine that, in lieu of Shares and/or fractional Shares that become vested under clauses (A) or (B) above, the Participant shall receive a cash payment equal to the Fair Market Value of such Shares (or fractional Shares, as the case may be) on the Change of Control.
(d) | Upon the vesting event of any Shares of Performance Restricted Stock or Earned Shares of Performance Restricted Stock, in each case in accordance with Sections 3(a), 3(b) or 3(c) of this Award, as applicable, the forfeiture restrictions on such Shares shall be extinguished on the relevant vesting dates. |
4. | Dividends. If on any date while Shares of Performance Restricted Stock are outstanding hereunder, the Company shall pay any dividend on the Shares (whether payable in cash or in-kind), then such dividends in respect of such unvested Shares of Performance Restricted Stock will be withheld by the Company and distributed to the Participant (without interest) if and when the underlying Shares of Performance Restricted Stock become vested in accordance with the terms of this Award. If the underlying unvested Shares of Performance Restricted Stock are forfeited for any reason, then the Participant shall have no right to any dividends withheld by the Company in respect of such forfeited Shares of Performance Restricted Stock. |
5. | Adjustments Upon Certain Events. In the event of any event described in Section 12 of the Plan occurring after the Date of Grant, the adjustment provisions (including cash payments) as provided for under Section 12 of the Plan shall apply (without duplication of any dividends paid pursuant to Section 4 hereof). |
6. | Restriction on Transfer. The Shares of Performance Restricted Stock may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant (prior to the vesting thereof), except (i) if permitted by the Board or the Committee, (ii) by will or the laws of descent and distribution or (iii) pursuant to beneficiary designation procedures approved by the Company, in each case in compliance with applicable laws. The Shares of Performance Restricted Stock shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Shares of Performance Restricted Stock contrary to the provisions of this Award or the Plan shall be null and void and without effect. |
7. | Data Protection. By accepting this Award, the Participant consents to the processing (including international transfer) of personal data as set out in Exhibit A attached hereto for the purposes specified therein and to any additional or different processes required by applicable law, rule or regulation. |
8. | Participant’s Employment. Nothing in this Award or in the Performance Restricted Stock shall confer upon the Participant any right to continue in the employ of the Company or any of its Affiliates or interfere in any way with the right of the Company and its Affiliates, in their sole discretion, to terminate the Participant’s employment or to increase or decrease the Participant’s compensation at any time. |
9. | No Acquired Rights. The Committee or the Board has the power to amend or terminate the Plan at any time and the opportunity given to the Participant to participate in the Plan and the grant of this Award is entirely at the discretion of the Committee or the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant’s participation in the Plan and the receipt of this Award is outside the terms of the Participant’s regular contract of employment and is therefore not to be considered part of any normal or expected compensation and that the termination of the Participant’s employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Award or the Plan that may arise as a result of such termination of employment. |
10. | Rights of a Stockholder. The Participant shall have the rights as a stockholder of the Company with respect to the Shares of Performance Restricted Stock, subject to the terms and conditions of this Agreement and the Plan (including, without limitation, the provisions related to the dividends under Section 4 hereof and the legend requirements described under Section 9(e) of the Plan). The Shares of Performance Restricted Stock shall be registered in the Company’s register of stockholders on the Date of Grant. |
11. | Withholding. |
(a) | The Participant will pay, or make provisions satisfactory to the Company for payment of any federal, state, local and other applicable taxes required to be withheld in connection with any issuance or transfer of Shares under this Award and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. If Participant has not made payment for applicable taxes, such taxes shall be paid by withholding Shares from the issuance, vesting or transfer of Shares due under this Award, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, and the Company and any such Affiliate is hereby authorized to withhold such amounts from any such issuance, transfer, compensation or other amount owing to the Participant. |
(b) | If the Participant’s employment with the Company terminates prior to the issuance, vesting or transfer of any remaining Shares due to be issued, vested or transferred to the Participant under this Award, the payment of any applicable withholding taxes with respect to any such issuance, vesting or transfer shall be made through the withholding of Shares from such issuance, vesting or transfer, rounded down to the nearest whole Share, with the balance to be paid in cash or withheld from compensation or other amount owing to the Participant from the Company or any Affiliate, as provided in Section 11(a) above. |
12. | Section 409A of the Code. The provisions of Section 15(v) of the Plan are hereby incorporated by reference and made a part hereof. |
13. | Performance Restricted Stock Subject to Plan. All Shares of Performance Restricted Stock are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. |
14. | Notices. All notices, claims, certifications, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given and delivered if personally delivered or if sent by nationally-recognized overnight courier, by telecopy, email or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: |
If to the Company, to it at:
Aramark
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107-2988
Attention: Head of Human Resources
If to the Participant, to him or her at the address set forth on the signature page hereto; or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such notice or other communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery (or if such date is not a business day, on the next business day after the date of delivery), (b) in the case of nationally-recognized overnight courier, on the next business day after the date sent, (c) in the case of telecopy transmission, when received (or if not sent on a business day, on the next business day after the date sent), and (d) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.
15. | Waiver of Breach. The waiver by either party of a breach of any provision of this Award must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. |
16. | Governing Law. THIS AWARD WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AWARD, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF |
LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
17. | Modification of Rights; Entire Agreement. The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. |
18. | Severability. It is the desire and intent of the parties hereto that the provisions of this Award be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Award shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Award or affecting the validity or enforceability of such provision in any other jurisdiction. |
Name: [see Certificate of Grant - Participant]
Date: [Acceptance Date]
[Note: Grant will be accepted electronically.]
Exhibit A
DATA PROTECTION PROVISION
(a) | By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates and/or agents so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer. |
These data will include data:
(i)already held in the Participant's records such as the Participant's name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;
(ii)collected upon the Participant accepting the rights granted under the Plan (if applicable); and
(iii)subsequently collected
by the Company or any of its Affiliates and/or agents in relation to the Participant's continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant).
(b) | This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. |
(c) | In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates and/or agents. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area The European Economic Area is composed of 27 member states of the European Union plus Iceland, Liechtenstein and Norway. (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and/or agents and to the following third parties for the purposes described in paragraph (a) above: |
(i)Plan administrators, transfer agents, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;
(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law;
(iii)actual or proposed merger or acquisition partners or proposed assignees of, or those taking or proposing to take security over, the business or assets or stock of the Company or its Affiliates and their agents and contractors;
(iv)other third parties to whom the Company or its Affiliates and/or agents may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and
(v)the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.
Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or EEA. Countries to which data are transferred include the USA and Bermuda.
All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.
The Participant may access, modify, correct or withdraw consent to process most Personal Information about the Participant by contacting the local data protection officer in the country in which the Participant is based. Please note, however, that certain Personal Information about the Participant may be exempt from such access, correction, objection, suppression or deletion rights pursuant to applicable data protection laws, if the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.
(d) | The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent. |
Exhibit 10.69
FORM OF AIRCRAFT TIME SHARING AGREEMENT
THIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is made effective as of [ ] (the “Effective Date”), by and between ARAMARK SERVICES, INC., a Delaware corporation (“Operator”) and [ ], an individual (“Lessee”), who together are sometimes also referred to herein individually as a “Party” or collectively as “Parties.”
RECITALS
WHEREAS, Operator leases the aircraft identified in Schedule A hereto (collectively the “Aircraft”); and
WHEREAS, Operator employs or contracts for a fully qualified flight crew to operate the Aircraft; and
WHEREAS, Lessee desires from time to time to lease an Aircraft with flight crew from Operator on a time-sharing basis, as defined in 91.501(c)(1) of the Federal Aviation Regulations (“FAR”).
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, Operator and Lessee agree as follows:
1. TERM. This Agreement shall commence on the Effective Date and be and continue in effect for a period of one (1) year from the Effective Date of this Agreement, and thereafter shall be automatically renewed for successive periods of one (1) year, subject to any termination pursuant to Section 15.
2. LEASE OF AIRCRAFT. Operator agrees to lease the Aircraft to Lessee on a non-exclusive basis from time-to-time and subject to availability pursuant to the provisions of FAR 91.501(b)(6), 91.501(c)(1) and 91.501(d), and to provide a fully qualified flight crew for all operations under this Agreement. For the avoidance of doubt, only those flights as to which Lessee notifies Operator of Lessee’s intention to provide Operator with reimbursement therefor shall be considered conducted under this Agreement.
3. FLIGHT REQUESTS. Lessee will provide Operator with requests for flight time and proposed flight schedules as far in advance of any given flight as is reasonably possible. Requests for flight time shall be in a form, whether written or oral, mutually agreed upon by the parties. In addition to the proposed schedules and flight times, Lessee shall provide Operator the following information for each proposed flight prior to scheduled departure:
(a) the specific aircraft requested;
(b) proposed departure point;
(c) destination;
(d) date and time of flight;
(e) the number of anticipated passengers and their names;
(f) the nature and extent of luggage and/or cargo to be carried;
(g) the date and time of return flight, if any;
(h) for international trips, passport information and Customs-required information for all passengers; and
(i) any other information concerning the proposed flight that may be pertinent or required by Operator or Operator’s flight crew for security or other purposes.
4. SCHEDULING FLIGHTS. Lessee’s rights to schedule the use of the Aircraft hereunder shall at all times be subordinate to business use requirements of Operator, and Operator shall have final authority over the scheduling of the Aircraft, provided, however, that Operator will use its best efforts to provide the aircraft requested and otherwise accommodate Lessee’s needs and to avoid conflicts in scheduling. For purposes of the Agreement, the Aircraft’s base of operations is [ ] (PHL) (“Home Base”). Positioning flights to other locations and/or repositioning
flights back to the Home Base, in each case, in connection with flights requested and conducted for Lessee under this Agreement, shall also be considered flights conducted for Lessee under this Agreement and subject to reimbursement.
5. REIMBURSEMENT OF EXPENSES. For each flight conducted under this Agreement, Lessee shall reimburse Operator an amount determined from time to time by Operator as the incremental cost and expense of operating the Aircraft, provided, however the amount for each flight shall be limited to no more than the charges prescribed by Federal Aviation FAR 91.501(d).
6. INVOICING FOR FLIGHTS. The reimbursement of costs and expenses contemplated by Section 5 for any flight conducted under this Agreement shall be billed to Lessee by the 30th day of the month following the month in which any such flight or flights occur. The invoice shall set forth amount determined by Operator as the incremental cost and expense in accordance with Section 5 of each flight taken by Lessee. Lessee shall pay Operator for the total expenses set forth on each such invoice within fifteen (15) days of receipt of such invoice.
7. TAXES. None of the payments to be made by Lessee under Section 5 of this Agreement includes, and Lessee shall be responsible for and shall indemnify and hold harmless Operator against, any taxes that may be assessed or levied by any taxing authority as a result of the lease of the Aircraft to Lessee, the use of the Aircraft by Lessee or the provision of taxable transportation to Lessee using the Aircraft. Without limiting the generality of the foregoing, the parties acknowledge that reimbursement of expenses pursuant to Section 5 are subject to the federal excise tax, and Lessee shall pay to Operator (for payment to the appropriate governmental agency) any such taxes applicable to flights of the Aircraft conducted hereunder. The amount due for taxes shall be included on the invoices submitted to Lessee.
8. MAINTENANCE OF AIRCRAFT. As between Operator and Lessee, Operator shall be solely responsible for securing maintenance, preventive maintenance and all required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft.
9. OPERATIONAL CONTROL. “Operational Control,” as defined in 14 C.F.R. Paragraph 1.1 and for the purposes of this Agreement with respect to a flight, means the exclusive exercise of authority over initiating, conducting, or terminating a flight. Operator shall have operational control of the Aircraft, which shall include, without limitation, providing the flight crew, selecting the pilot in command and all other physical and technical operations of the Aircraft.
10. FLIGHT CREW. Operator shall employ or contract with others to employ, pay for and provide to Lessee a qualified flight crew for each flight undertaken under this Agreement.
11. SAFETY OF FLIGHTS. In accordance with applicable FAR, the qualified flight crew provided by Operator will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action that in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Lessee or any other person. The parties further agree that Operator shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, or acts of God.
12. INSURANCE.
12.1 Insurance Coverage. Operator hereby agrees to arrange for and maintain at all time during the term of this Agreement at no expense to Lessee (i) aircraft liability insurance for the Aircraft in form and substance and with such insurers as is customary for corporate aircraft of the type similar to the Aircraft, and (ii) aircraft hull insurance for the Aircraft with limits of not less than the then current fair market value of the Aircraft.
12.2 Additional Terms of Insurance. Any policies of insurance carried in accordance with this Agreement and any policies taken out in substitution or replacement of any such policies shall: (i) name Lessee as an additional insured; (ii) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering each insured (provided that the parties acknowledge and agree that such a severability of interest clause shall not increase the policy limits otherwise provided therein); (iii) shall be primary,
without right of contribution from any other insurance maintained by Lessee; and (iv) with respect to hull physical damage, waive any right of set off or subrogation against Lessee.
12.3 Deductible. Any Insurance Policy carried by Operator in accordance with this Article may be subject to a deductible amount. In the event of an insurable claim, Operator will bear the costs of the deductible amount.
12.4 Certificate of Insurance. Upon request, the Operator shall deliver to Lessee a certificate of insurance evidencing the insurance required to be maintained by Operator under this Article.
12.5. Additional Insurance. Operator will provide such additional insurance coverage as Lessee shall reasonably request or require, provided, however , that the cost of such additional insurance, if any, shall be borne by Lessee in accordance with Section 5 hereof.
13. REPRESENTATIONS AND COVENANTS OF LESSEE. Lessee represents, warrants and agrees that: (a) Lessee will use the Aircraft for his own account, including the carriage of his guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire; (b) Lessee shall not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of Lessee’s action or inaction nor shall Lessee convey, mortgage, assign, lease or any way alienate, or otherwise dispose of, the Aircraft or create any kind of lien or security interest involving the Aircraft, or do anything or take any action that might mature into such a lien; (c) during the term of this Agreement, Lessee will abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a time-sharing Lessee and (d) the rights of Lessee and of any party claiming through Lessee with respect to the Aircraft shall be subject and subordinate in all respects to the rights, title and interests in the Aircraft of the Aircraft Lessor (as defined below), including all of the Aircraft Lessor’s rights and remedies under the Aircraft Lease (as defined below) and the other Lease Documents (as such term is defined in the Aircraft Lease).
14. LIMITATION OF LIABILITY.
EACH PARTY AGREES THAT (A) THE PROCEEDS OF INSURANCE TO WHICH IT IS ENTITLED, AND (B) ITS RIGHT TO DIRECT DAMAGES ARISING IN CONTRACT FROM A BREACH OF THE OTHER PARTY’S OBLIGATIONS UNDER THIS AGREEMENT ARE THE SOLE REMEDIES FOR ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY WAIVES ANY RIGHT TO RECOVER ANY DAMAGE, LOSS, OR EXPENSE ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER OR CONTEMPLATED HEREBY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO THE OTHER PARTY FOR ANY CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CONSISTING OF DAMAGES FOR LOSS OF USE OR DEPRECIATION OF VALUE OF THE AIRCRAFT, LOSS OF PROFIT OR INSURANCE DEDUCTIBLE.
OPERATOR SHALL NOT BE LIABLE TO LESSEE FOR DELAY OR FAILURE TO PROVIDE THE AIRCRAFT AND FLIGHT CREW FOR ANY FLIGHTS.
This Section 14 shall survive termination of this Agreement.
15. TERMINATION. This Agreement may be terminated by either party (a) upon thirty (30) days prior written notice, and (b) immediately in order to comply with any change in law, regulation or exemption relating to the subject matter hereof. In addition, this Agreement shall automatically terminate (i) on the date that Lessee ceases to be employed by Operator or any of its affiliates and (ii) upon the occurrence of an Event of Default under, and as such term is defined in, the Aircraft Lease dated as of September 24, 2013, as amended pursuant to the terms thereof from time to time, between Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee under Trust Agreement dated as of April 3, 2006 (the “Aircraft Lessor”), and Aramark Services, Inc. (the “Aircraft Lease”); provided, however, that if either of the events set forth in clause (i) or (ii) occurs during the operation of flight conducted hereunder, the termination of this Agreement shall be deemed to occur immediately following the conclusion of such flight.
16. | MISCELLANEOUS |
16.1 Confidentiality. The Parties agree (on behalf of themselves and each of their respective affiliates, directors, officers, employees, agents and representatives) to keep confidential, the terms of this Agreement and any non-public information supplied to it by the other Party pursuant to this Agreement; provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process; (ii) to counsel for any Party; (iii) to examiners, auditors or accountants of any Party; (iv) in connection with any litigation to which any Party is a party relating to this Agreement; (v) which has become generally available to the public other than through action of the receiving Party; or (vi) to any assignee (or prospective assignee) so long as such assignee (or prospective assignee) has agreed in writing to be bound by the provisions of this Section. For the avoidance of doubt, the Parties understand and agree that Operator and any affiliate thereof may file a copy of this Agreement with the Securities and Exchange Commission and make any disclosure required relating to this Agreement or its terms in any documents filed with the Securities and Exchange Commission.
16.2 Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings of the Parties.
16.3 Severability. If any provision of this Agreement is found to be prohibited or unenforceable in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
16.4 Amendments and Modifications. The terms of this Agreement shall not be waived, varied, contradicted, explained, amended or changed in any other manner except by an instrument in writing, executed by both Parties.
16.5 Choice of Law/Jurisdiction. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania (disregarding any Conflict of Laws rule which might result in the application of the laws of any other jurisdiction), including all matters of construction, validity, and performance. The exclusive jurisdiction for any disputes arising out of this Agreement shall be a State or Federal Court in the Commonwealth of Pennsylvania.
16.6 Execution. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument. Signatures conveyed via facsimile or by electronic mail shall have the same force and effect as original signatures.
17. TRUTH IN LEASING STATEMENT.
17.1 Representation Regarding Maintenance. THE AIRCRAFT HAS BEEN MAINTAINED AND INSPECTED SINCE NEW UNDER FEDERAL AVIATION REGULATION PARTS 43 AND 91. OPERATOR HEREBY CERTIFIES THAT THE AIRCRAFT COMPLIES WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS CONTAINED IN THE ABOVE LISTED FEDERAL AVIATION REGULATION FOR LESSEE’S USE OF THE AIRCRAFT UNDER THIS AGREEMENT.
17.2 Representation Regarding Operational Control. OPERATOR, WHOSE NAME AND ADDRESS APPEAR HEREIN, IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS AGREEMENT. OPERATOR HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH THE FEDERAL AVIATION REGULATIONS APPLICABLE TO THE AIRCRAFT.
17.3 Information from FAA. OPERATOR AND LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONS CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.
17.4 FAA Notification: in accordance with FAR 91.23. The Parties shall take the following actions upon execution of this Agreement: (a) a copy of this Agreement shall be placed aboard the Aircraft; (b) a copy of this Agreement will be mailed to the FAA Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, OK 73125 within 24 hours of execution; and (c) the FAA will be notified at least 48 hours prior to the first flight of any Aircraft under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Time Sharing Agreement as of the date first written above.
OPERATOR: ARAMARK SERVICES, INC.
By:
Name:
Title:
LESSEE: [ ]
_______________________________________
Schedule A
Aircraft
[ ]
Exhibit 12.1
ARAMARK AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(A)
(Unaudited)
(In thousands)
Fiscal Year Ended October 2, 2015 | Fiscal Year Ended October 3, 2014 (B) | Fiscal Year Ended September 27, 2013 | Fiscal Year Ended September 28, 2012 | Fiscal Year Ended September 30, 2011 | |||||||||||||||||
Income from continuing operations before income taxes | $ | 341,996 | $ | 229,677 | $ | 90,629 | $ | 124,968 | $ | 95,969 | |||||||||||
Fixed charges, excluding capitalized interest | 351,474 | 402,396 | 491,025 | 522,431 | 526,033 | ||||||||||||||||
Undistributed earnings of less than 50% owned affiliates | (14,716 | ) | (14,968 | ) | (17,056 | ) | (21,423 | ) | (24,523 | ) | |||||||||||
Earnings, as adjusted | $ | 678,754 | $ | 617,105 | $ | 564,598 | $ | 625,976 | $ | 597,479 | |||||||||||
Interest expense | $ | 290,151 | $ | 339,224 | $ | 430,275 | $ | 462,284 | $ | 469,773 | |||||||||||
Portion of operating lease rentals representative of interest factor | 60,600 | 62,667 | 59,767 | 59,133 | 56,033 | ||||||||||||||||
Fixed charges | $ | 350,751 | $ | 401,891 | $ | 490,042 | $ | 521,417 | $ | 525,806 | |||||||||||
Ratio of earnings to fixed charges | 1.9 | x | 1.5 | x | 1.2 | x | 1.2 | x | 1.1 | x | |||||||||||
(A) | For the purpose of determining the ratio of earnings to fixed charges, earnings include pretax income (loss) from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals). |
(B) | Fiscal 2014 was a 53 week year. |
Exhibit 21
Subsidiary | Jurisdiction of Formation | |
United States: | ||
1ST & Fresh, LLC | Delaware | |
American Snack & Beverage, LLC | Florida | |
Aramark American Food Services, LLC | Ohio | |
Aramark Asia Management, LLC | Delaware | |
Aramark Aviation Services Limited Partnership | Delaware | |
Aramark Business & Industry, LLC | Delaware | |
Aramark Business Center, LLC | Delaware | |
Aramark Business Dining Services of Texas, LLC | Texas | |
Aramark Business Facilities, LLC | Delaware | |
Aramark Campus, LLC | Delaware | |
Aramark Capital Asset Services, LLC | Wisconsin | |
Aramark Cleanroom Services, LLC | Delaware | |
Aramark Cleanroom Services (Puerto Rico), Inc. | Delaware | |
Aramark Concessions Services Joint Venture | Texas | |
Aramark Confection, LLC | Delaware | |
Aramark Construction Services, Inc. | Delaware | |
Aramark Construction and Energy Services, LLC | Delaware | |
Alt. Name: Aramark Asset Solutions | ||
Aramark Consumer Discount Company | Pennsylvania | |
Aramark Correctional Services, LLC | Delaware | |
Aramark CTS, LLC | Delaware | |
Aramark Distribution Services, Inc. | Illinois | |
Aramark Educational Group, LLC | Delaware | |
Aramark Educational Services of Texas, LLC | Texas | |
Aramark Educational Services of Vermont, Inc. | Vermont | |
Aramark Educational Services, LLC | Delaware | |
Aramark Entertainment, LLC | Delaware | |
Aramark Executive Management Services USA, Inc. | Delaware | |
Aramark Facility Services, LLC | Delaware | |
Aramark FHC Business Services, LLC | Delaware | |
Aramark FHC Campus Services, LLC | Delaware | |
Aramark FHC Correctional Services, LLC | Delaware | |
Aramark FHC Healthcare Support Services, LLC | Delaware | |
Aramark FHC Kansas, Inc. | Kansas | |
Aramark FHC Refreshment Services, LLC | Delaware | |
Aramark FHC School Support Services, LLC | Delaware | |
Aramark FHC Services, LLC | Delaware | |
Aramark FHC Sports and Entertainment Services, LLC | Delaware | |
Aramark FHC, LLC | Delaware | |
Aramark Food and Support Services Group, Inc. | Delaware | |
Aramark Food Service of Texas, LLC | Texas | |
Aramark Food Service, LLC | Delaware | |
Aramark FSM, LLC | Delaware | |
Aramark Healthcare Support Services of the Virgin Islands, Inc. | Delaware | |
Aramark Healthcare Support Services, LLC | Delaware | |
Aramark Healthcare Technologies, LLC | Delaware | |
Aramark Industrial Services, LLC | Delaware | |
Aramark Intermediate HoldCo Corporation | Delaware | |
Aramark Japan, Inc. | Delaware | |
Aramark Lakewood Associates | Georgia | |
Aramark Management Services Limited Partnership | Delaware | |
Aramark Management, LLC | Delaware | |
Aramark Organizational Services, Inc. | Delaware | |
Aramark Processing, LLC | Delaware | |
Aramark Rail Services, LLC | Delaware | |
Aramark RAV, LLC | Delaware | |
Exhibit 21
Aramark RBI, Inc. | Delaware | |
Aramark Receivables LLC | Delaware | |
Aramark Refreshment Group, Inc. | Delaware | |
Aramark Refreshment Services of Tampa, LLC | Delaware | |
Aramark Refreshment Services, LLC | Delaware | |
Aramark S&E/QCF Joint Venture | Texas | |
Aramark Schools Facilities, LLC | Delaware | |
Aramark Schools, LLC | Delaware | |
Aramark SCM, Inc. | Delaware | |
Aramark Senior Living Services, LLC | Delaware | |
Aramark Senior Notes Company | Delaware | |
Aramark Services, Inc. | Delaware | |
Aramark Services Management of OH, Inc. | Ohio | |
Aramark Services of Kansas, Inc. | Kansas | |
Aramark Services of Puerto Rico, Inc. | Delaware | |
Aramark SM Management Services, Inc. | Delaware | |
Aramark SMMS LLC | Delaware | |
Aramark SMMS Real Estate LLC | Delaware | |
Aramark Sports and Entertainment Group, LLC | Delaware | |
Aramark Sports and Entertainment Services of Texas, LLC | Texas | |
Aramark Sports and Entertainment Services, LLC | Delaware | |
Aramark Sports Facilities, LLC | Delaware | |
Aramark Sports, LLC | Delaware | |
Aramark Technical Services North Carolina, Inc. | North Carolina | |
Aramark Togwotee, LLC | Delaware | |
Aramark U.S. Offshore Services, LLC | Delaware | |
Aramark Uniform & Career Apparel Group, Inc. | Delaware | |
Aramark Uniform & Career Apparel, LLC | Delaware | |
Alt. Name: Aramark Uniform Services; Wearguard-Crest | ||
Aramark Uniform Manufacturing Company | Delaware | |
Aramark Uniform Services (Baltimore) LLC | Delaware | |
Aramark Uniform Services (Carmelo) LLC | Delaware | |
Aramark Uniform Services (Matchpoint) LLC | Delaware | |
Aramark Uniform Services (Midwest) LLC | Delaware | |
Aramark Uniform Services (Rochester) LLC | Delaware | |
Aramark Uniform Services (Santa Ana) LLC | Delaware | |
Aramark Uniform Services (Syracuse) LLC | Delaware | |
Aramark Uniform Services (Texas) LLC | Delaware | |
Aramark Uniform Services (West Adams) LLC | Delaware | |
Aramark Venue Services, Inc. | Delaware | |
Aramark WTC, LLC | Delaware | |
Aramark-FINCO of Texas, LLC | Texas | |
Aramark-Gourmet DPS, LLC | Michigan | |
Aramark-KWAME of St. Louis, LLC | Delaware | |
Aramark-SFS Healthcare J.V., L.L.C. | Delaware | |
Aramark/Giacometti Joint Venture | Oregon | |
Aramark/Globetrotters, LLC | Delaware | |
Aramark/GM Concessions Joint Venture | Pennsylvania | |
Aramark/Gourmet HE-1, LLC | North Carolina | |
Aramark/Gourmet HE-2, LLC | North Carolina | |
Aramark/Hart Lyman Entertainment, LLC | Delaware | |
Aramark/HF Company | Pennsylvania | |
Aramark/HMS, LLC | Delaware | |
Aramark/Martin's Stadium Concession Services OPACY Joint Venture | Maryland | |
Aramark/QHC, LLC | Delaware | |
Aramark/SFS Joint Venture | Delaware | |
Brand Coffee Service, Inc. | Texas | |
COHR Holdings, Inc. | Delaware | |
Exhibit 21
COHR, Inc. | Delaware | |
Corporate Coffee Systems, LLC | Delaware | |
D.G. Maren II, Inc. | Delaware | |
Delicious on West Street LLC | New York | |
Delsac VIII, Inc. | Delaware | |
Doyon/Aramark Denali National Park Concessions Joint Venture | Alaska | |
Filterfresh Coffee Service, LLC | Delaware | |
Filterfresh Franchise Group, LLC | Delaware | |
Fine Host Holdings, LLC | Delaware | |
Glacier Bay National Park and Preserve Concessions, LLC | Alaska | |
Gourmet Aramark Services, LLC | Delaware | |
Harrison Conference Associates, LLC | Delaware | |
Harrison Conference Services of North Carolina, LLC | North Carolina | |
Harry M. Stevens, LLC | Delaware | |
Harry M. Stevens, Inc. of New Jersey | New Jersey | |
Harry M. Stevens, Inc. of Penn. | Pennsylvania | |
L&N Uniform Supply, LLC | California | |
Lake Tahoe Cruises, LLC | California | |
Landy Textile Rental Services, LLC | Delaware | |
Lifeworks Restaurant Group, LLC | Delaware | |
MPBP Holdings, Inc. | Delaware | |
MyAssistant, Inc. | Pennsylvania | |
New Aramark, LLC | Delaware | |
Old Time Coffee Co. | California | |
Olympic Peninsula Hospitality, LLC | Delaware | |
Overall Laundry Services, Inc. | Washington | |
Paradise Hornblower, LLC | California | |
Philadelphia Ballpark Concessions Joint Venture | Pennsylvania | |
ReMedPar, Inc. | Delaware | |
Restaura, Inc. | Michigan | |
Rushmore Hospitality, LLC | Delaware | |
South Rim Hospitality, LLC | Delaware | |
Sun Office Service, Inc. | Texas | |
Tarrant County Concessions, LLC | Texas | |
The Aramark Foundation | Pennsylvania | |
Travel Systems, LLC | Nevada | |
Yosemite Hospitality, LLC | Delaware | |
International: | ||
AIL Servicos Alimenticios e Participacoes Ltda. | Brazil | |
AIM Services Co. Ltd. | Japan | |
ARA Catering and Vending Services Limited | United Kingdom | |
ARA Coffee Club Limited | United Kingdom | |
ARA Coffee System Limited | United Kingdom | |
ARA Food Services Limited | United Kingdom | |
ARA Marketing Services Limited | United Kingdom | |
ARA Offshore Services Limited | United Kingdom | |
Aramark (BVI) Limited | British Virgin Islands | |
Aramark Airport Services Limited | United Kingdom | |
Aramark B.V. | Netherlands | |
Aramark Beverages Limited | United Kingdom | |
Aramark Canada Ltd. | Canada | |
Aramark Canadian Investments Inc. | Canada | |
Aramark Catering Limited | United Kingdom | |
Aramark CCT Trustees Limited | United Kingdom | |
Aramark China Holdings Limited | Hong Kong | |
Aramark Cleaning S.A. | Belgium | |
Aramark Co. Ltd. | Korea | |
Exhibit 21
Aramark Colombia SAS | Colombia | |
Aramark Denmark ApS | Denmark | |
Aramark Entertainment Services (Canada) Inc. | Canada | |
Aramark GmbH | Germany | |
Aramark Gulf Limited | United Kingdom | |
Aramark Gulf Limited Catering Services LLC | Qatar | |
Aramark Holdings GmbH & Co. KG | Germany | |
Aramark Holdings Ltd. | United Kingdom | |
Aramark Inversiones Latinoamericanas Limitada | Chile | |
Aramark Investments Limited | United Kingdom | |
Aramark Ireland Holdings Limited | Ireland | |
Aramark Kazakhstan Ltd. | Kazakhstan | |
Aramark Limited | United Kingdom | |
Aramark Management GmbH | Germany | |
Aramark Manning Services UK Limited | United Kingdom | |
Aramark Mexico, S.A. de C.V. | Mexico | |
Aramark Monclova Distribution Company S. de R.L. de C.V. | Mexico | |
Aramark Monclova Manufacturing de Mexico, S.A. de C.V. | Mexico | |
Aramark Monclova Services Company S. de R.L. de C.V. | Mexico | |
Aramark Norway SA | Norway | |
Aramark Partnership Limited | United Kingdom | |
Aramark Peru Servicios de Intermediacion SRL | Peru | |
Aramark Peru, S.A.C. | Peru | |
Aramark Property Services Limited | Ireland | |
Aramark Quebec Inc. | Canada | |
Aramark Remote Workplace Services Ltd. | Canada | |
Aramark Restaurations GmbH | Germany | |
Aramark S.A. | Belgium | |
Aramark S.A. de C.V. | Mexico | |
Aramark SARL | Luxembourg | |
Aramark School Catering Facility Ltd. | Czech Republic | |
Aramark Service Industries (China) Co., Ltd. | China | |
Aramark Services SA | Belgium | |
Aramark Servicios de Catering, S.L. | Spain | |
Aramark Servicios Industriales, S. de R.L. de C.V. | Mexico | |
Aramark Servicios Integrales, S.A. | Spain | |
Aramark Servicios Mineros y Remotos Limitada | Chile | |
Aramark Servicos Alimenticos e Participacoes Ltda. | Brazil | |
Aramark Sub Investments Limited | United Kingdom | |
Aramark Trustees Limited | United Kingdom | |
Aramark Uniform Holding de Mexico, S.A. de C.V. | Mexico | |
Aramark Uniform Services (Canada) Ltd. | Canada | |
Aramark Uniform Services Japan Corporation | Japan | |
Aramark Workplace Solutions (UK) Ltd. | United Kingdom | |
Aramark Workplace Solutions Yonetim Hizmetleri Limited Sirketi | Turkey | |
Aramark Worldwide Investments Limited | United Kingdom | |
Aramark, S.R.O. | Czech Republic | |
Aramark/Dasko Restaurant and Catering Services S.A. | Greece | |
ARAMONT Company Ltd. | Bermuda | |
Beijing Golden Collar Dining Ltd. | China | |
Campbell Catering (Belfast) Ltd. | Northern Ireland | |
Campbell Catering (N.I.) Ltd. | Northern Ireland | |
Campbell Catering Holdings Limited | Ireland | |
Campbell Catering Limited | United Kingdom | |
Campbell Catering Ltd. | Ireland | |
Campbell Catering Services | Ireland | |
Catering Alliance Limited | United Kingdom | |
Caterwise Food Services Limited | United Kingdom | |
Exhibit 21
CDR Mantenimiento Integral S.A. | Chile | |
Central de Abastecimiento Limitada | Chile | |
Central de Restaurantes Aramark Limitada | Chile | |
Central de Restaurantes Aramark Multiservicios Limitada | Chile | |
Central de Restaurantes S.R.L. | Argentina | |
Central Multiservicios S.R.L. | Argentina | |
Centrapal S.R.L. | Argentina | |
Centro de Innovacion y Servicio S.A. | Chile | |
Complete Purchasing Services Inc. | Canada | |
Distributor JV Limited | British Virgin Islands | |
Effective Partnerships Limited | United Kingdom | |
Food JV Limited | British Virgin Islands | |
Glenrye Properties Services Limited | Ireland | |
Hunters Catering Partnership Limited | United Kingdom | |
Instituto ICS S.A. | Chile | |
Inversiones Aramark Chile Limitada | Chile | |
Inversiones Centralcorp Limitada | Chile | |
Inversiones en Aseo y Mantenimiento S.A | Chile | |
Inversiones Palm Limitada | Chile | |
Irish Estates (Facilities Management) Limited | Ireland | |
MESA | Cayman Islands | |
Nissho Linen | Japan | |
Orange Support Services Limited | United Kingdom | |
Premier Management Company (Dublin) Limited | Ireland | |
Premier Partnership (Catering) Limited | United Kingdom | |
Seguricorp Servicios S.A. | Chile | |
Spokesoft Technologies Limited | Ireland | |
Stuart Cabeldu Catering Limited | United Kingdom | |
The Original Food Company Limited | United Kingdom | |
Vector Environmental Services Limited | Northern Ireland | |
Vector Workplace and Facility Management Limited | Ireland | |
Veris Property Management Limited | United Kingdom | |
Veris UK Limited | United Kingdom | |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Aramark:
We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-192775 and 333-192776) and on Form S-3 (Nos. 333-194077 and 333-202133) of Aramark of our reports dated December 1, 2015, with respect to the consolidated balance sheets of Aramark and subsidiaries as of October 2, 2015 and October 3, 2014, and the related consolidated statements of income, comprehensive income, cash flows and stockholders’ equity for each of the fiscal years ended October 2, 2015, October 3, 2014 and September 27, 2013, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of October 2, 2015, which reports appear in the October 2, 2015 annual report on Form 10-K of Aramark and subsidiaries.
/s/ KPMG LLP
Philadelphia, Pennsylvania
December 1, 2015
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements (Nos. 333-192775 and 333-192776) of Aramark on Form S-8 and in Registration Statements (Nos. 333-194077 and 333-202133) of Aramark on Form S-3 of our report dated June 30, 2015, relating to the consolidated financial statements of AIM SERVICES Co., Ltd. and subsidiaries as of March 31, 2015 and 2014 and for each of the three years in the period ended March 31, 2015 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) that accounting principles generally accepted in Japan vary in certain significant respects from accounting principles generally accepted in the United States of America as discussed in Note 15 and (2) that the audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and such translation has been made in conformity with the basis stated in Note 1), appearing in the Annual Report on Form 10-K of Aramark for the year ended October 2, 2015.
/s/ DELOITTE TOUCHE TOHMATSU LLC |
Tokyo, Japan |
November 30, 2015 |
EXHIBIT 31.1
CERTIFICATIONS
I, Eric J. Foss, Chairman, President and Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Aramark for the fiscal year ended October 2, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: December 1, 2015
/s/ ERIC J. FOSS |
Eric J. Foss |
Chairman, President and Chief |
Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Stephen P. Bramlage, Jr., Executive Vice President and Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Aramark for the fiscal year ended October 2, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: December 1, 2015
/s/ STEPHEN P. BRAMLAGE, JR. |
Stephen P. Bramlage, Jr. |
Executive Vice President and |
Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Aramark (the “Company”) on Form 10-K for the fiscal year ended October 2, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Eric J. Foss, Chairman, President and Chief Executive Officer of the Company, and Stephen P. Bramlage, Jr., Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, based on each of our knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: December 1, 2015
/s/ ERIC J. FOSS |
Eric J. Foss |
Chairman, President and Chief |
Executive Officer |
/s/ STEPHEN P. BRAMLAGE, JR. |
Stephen P. Bramlage, Jr. |
Executive Vice President and |
Chief Financial Officer |
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
AIM SERVICES Co., Ltd.
Tokyo, Japan:
We have audited the accompanying consolidated financial statements of AIM SERVICES Co., Ltd. and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of March 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended March 31, 2015, and the related notes to the consolidated financial statements (all expressed in Japanese yen).
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Japan ("Japanese GAAP"); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AIM SERVICES Co., Ltd. and its subsidiaries as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2015 in accordance with Japanese GAAP.
Emphasis of Matter
Japanese GAAP varies in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 15 to the consolidated financial statements. Our opinion is not modified with respect to this matter.
Convenience Translations
Our audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside Japan.
/s/DELOITTE TOUCHE TOHMATSU LLC
Tokyo, Japan
June 30, 2015
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
March 31, 2015 and 2014
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||
2015 | 2014 | 2015 | |||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents (Note 2.b) | ¥ | 6,698,926 | ¥ | 7,090,200 | $ | 55,824 | |||||
Time Deposit | 100,000 | 100,000 | 833 | ||||||||
Receivables: | |||||||||||
Trade notes | 2,300 | 3,490 | 19 | ||||||||
Trade accounts | 15,647,190 | 14,432,939 | 130,393 | ||||||||
Other | 317,368 | 364,654 | 2,645 | ||||||||
Inventories (Notes 2.c and 4) | 1,926,467 | 1,907,259 | 16,054 | ||||||||
Short-term loans | 1,825 | 2,275 | 15 | ||||||||
Deposit (Notes 2.b and 12) | 4,500,000 | 5,250,000 | 37,500 | ||||||||
Deferred tax assets (Notes 2.p and 7) | 1,542,068 | 1,867,208 | 12,851 | ||||||||
Prepaid expenses and other | 569,158 | 518,700 | 4,743 | ||||||||
Allowance for doubtful accounts | (4,910 | ) | (4,668 | ) | (41 | ) | |||||
Total current assets | 31,300,392 | 31,532,057 | 260,836 | ||||||||
PROPERTY, PLANT AND EQUIPMENT (Notes 2.f, 2.h, 2.m, 2.n, 8 and 9): | |||||||||||
Land | 213,239 | 213,238 | 1,777 | ||||||||
Buildings and structures | 1,332,410 | 1,258,555 | 11,103 | ||||||||
Machinery and equipment | 349,679 | 326,741 | 2,914 | ||||||||
Furniture and fixtures | 1,657,239 | 1,706,971 | 13,810 | ||||||||
Lease assets | 1,991,275 | 1,791,451 | 16,594 | ||||||||
Total | 5,543,842 | 5,296,956 | 46,198 | ||||||||
Accumulated depreciation | (3,466,259 | ) | (3,110,669 | ) | (28,885 | ) | |||||
Net property, plant and equipment | 2,077,583 | 2,186,287 | 17,313 | ||||||||
INTANGIBLE ASSETS (Note 2.h): | |||||||||||
Software (Note 2.g) | 692,220 | 589,720 | 5,769 | ||||||||
Goodwill (Note 2.a) | 616,357 | 934,295 | 5,136 | ||||||||
Other assets | 41,044 | 47,128 | 342 | ||||||||
Total intangible fixed assets | 1,349,621 | 1,571,143 | 11,247 | ||||||||
INVESTMENTS AND OTHER ASSETS: | |||||||||||
Investment securities (Notes 2.d and 3) | 1,081,669 | 841,751 | 9,014 | ||||||||
Investment in an associated company (Note 2.e) | 1,092,845 | 1,001,298 | 9,107 | ||||||||
Golf membership (Note 2.i) | 143,087 | 190,155 | 1,192 | ||||||||
Lease deposits (Note 2.j) | 941,652 | 921,493 | 7,847 | ||||||||
Insurance deposits (Note 2.k) | 327,873 | 311,986 | 2,732 | ||||||||
Deferred tax assets (Notes 2.p and 7) | 365,909 | 691,854 | 3,049 | ||||||||
Other assets (Note 5) | 165,927 | 247,520 | 1,383 | ||||||||
Allowance for doubtful accounts | (10,075 | ) | (58,837 | ) | (84 | ) | |||||
Total investments and other assets | 4,108,887 | 4,147,220 | 34,240 | ||||||||
TOTAL | ¥ | 38,836,483 | ¥ | 39,436,707 | $ | 323,636 | |||||
Continued on following page.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
March 31, 2015 and 2014
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||
2015 | 2014 | 2015 | |||||||||
LIABILITIES AND EQUITY | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Payables: | |||||||||||
Trade notes | ¥ | 133,014 | ¥ | 162,880 | $ | 1,108 | |||||
Trade accounts (Note 12) | 8,636,391 | 8,426,198 | 71,970 | ||||||||
Other | 168,464 | 167,014 | 1,404 | ||||||||
Income tax payable | 624,577 | 1,603,427 | 5,205 | ||||||||
Consumption tax payable | 3,135,610 | 783,006 | 26,130 | ||||||||
Accrued bonuses to employees | 3,502,444 | 3,926,631 | 29,187 | ||||||||
Accrued bonuses to directors and corporate auditors | 23,250 | 29,250 | 194 | ||||||||
Other accrued expenses | 7,423,833 | 6,777,089 | 61,865 | ||||||||
Other current liabilities (Notes 2.m and 8) | 1,682,736 | 1,144,098 | 14,023 | ||||||||
Total current liabilities | 25,330,319 | 23,019,593 | 211,086 | ||||||||
LONG‑TERM LIABILITIES: | |||||||||||
Liability for retirement benefits (Notes 2.l and 5) | 1,238,771 | 1,784,428 | 10,323 | ||||||||
Retirement benefits for directors and corporate auditors (Note 2.l) | 64,788 | 61,358 | 540 | ||||||||
Long-term lease obligations (Notes 2.m and 8) | 605,297 | 699,597 | 5,044 | ||||||||
Other long-term liabilities (Notes 2.n and 9) | 268,603 | 272,450 | 2,238 | ||||||||
Total long-term liabilities | 2,177,459 | 2,817,833 | 18,145 | ||||||||
CONTINGENT LIABILITIES (Note 13) | |||||||||||
EQUITY (Notes 6 and 14) | |||||||||||
Common stock—authorized, 7,000,000 shares; issued, 556 shares in 2015 and 2014; and class shares subject to call option-authorized, 14,000,000 shares; issued, 11,507,826 shares in 2015 and 2014 | 1,909,797 | 1,909,797 | 15,915 | ||||||||
Class A shares—authorized, 7,000,000 shares; issued, no shares in 2015 and 2014 | — | — | — | ||||||||
Additional paid-in capital | 2,591,398 | 2,591,398 | 21,595 | ||||||||
Retained earnings (Note 2.q) | 7,237,421 | 10,169,355 | 60,312 | ||||||||
Treasury stock—at cost: | |||||||||||
Common stock—2 shares in 2015 and 2014; and class shares subject to call option—11,507,826 shares in 2015 and 2014 | (680,820 | ) | (680,820 | ) | (5,674 | ) | |||||
Accumulated other comprehensive income | |||||||||||
Unrealized gain on available-for-sale securities | 285,667 | 118,295 | 2,381 | ||||||||
Remeasurements of defined benefit plans (Note 2.l) | (14,758 | ) | (508,744 | ) | (124 | ) | |||||
Total equity | 11,328,705 | 13,599,281 | 94,405 | ||||||||
TOTAL | ¥ | 38,836,483 | ¥ | 39,436,707 | $ | 323,636 | |||||
See notes to consolidated financial statements.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Income
Years Ended March 31, 2015, 2014 and 2013
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
NET SALES (Note 2.s) | ¥ | 159,889,685 | ¥ | 156,001,090 | ¥ | 151,125,577 | $ | 1,332,414 | |||||||
COST OF SALES (Notes 8 and 12) | 142,363,720 | 138,273,766 | 133,416,552 | 1,186,364 | |||||||||||
Gross profit | 17,525,965 | 17,727,324 | 17,709,025 | 146,050 | |||||||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 2.j, 8 and 12) | 12,643,991 | 12,389,362 | 12,252,188 | 105,367 | |||||||||||
Operating income | 4,881,974 | 5,337,962 | 5,456,837 | 40,683 | |||||||||||
OTHER INCOME (EXPENSES): | |||||||||||||||
Interest and dividend income | 30,531 | 19,862 | 21,252 | 254 | |||||||||||
Interest expense | (22,076 | ) | (23,523 | ) | (24,168 | ) | (184 | ) | |||||||
Loss on impairment of long-lived assets (Note 2.h) | (6,138 | ) | (79,184 | ) | (2,749 | ) | (51 | ) | |||||||
Gain on insurance claim (Note 2.k) | — | 124,029 | — | ||||||||||||
Compensation for loss due to disaster (Note 2.t) | — | 41,542 | — | ||||||||||||
Equity in earnings of associated company (Note 2.e) | 126,144 | 109,690 | 97,328 | 1,051 | |||||||||||
Other-net | 61,711 | 36,626 | 22,990 | 515 | |||||||||||
Other income-net | 190,172 | 229,042 | 114,653 | 1,585 | |||||||||||
INCOME BEFORE INCOME TAXES | 5,072,146 | 5,567,004 | 5,571,490 | 42,268 | |||||||||||
INCOME TAXES (Notes 2.p and 7): | |||||||||||||||
Current | 1,933,713 | 2,793,881 | 2,714,671 | 16,114 | |||||||||||
Deferred | 495,067 | (13,975 | ) | (36,737 | ) | 4,126 | |||||||||
Total income taxes | 2,428,780 | 2,779,906 | 2,677,934 | 20,240 | |||||||||||
NET INCOME | ¥ | 2,643,366 | ¥ | 2,787,098 | ¥ | 2,893,556 | $ | 22,028 | |||||||
Yen | U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
PER SHARE OF COMMON STOCK (Note 2.r): | |||||||||||||||
Net income | ¥ | 4,771,418.23 | ¥ | 5,030,864.47 | ¥ | 5,223,024.82 | $ | 39,761.82 | |||||||
Cash dividends applicable to the year | 9,605,000 | 2,515,000 | 9,831,000 | 80,042 | |||||||||||
See notes to consolidated financial statements.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
Years Ended March 31, 2015, 2014 and 2013
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
NET INCOME | ¥ | 2,643,366 | ¥ | 2,787,098 | ¥ | 2,893,556 | $ | 22,028 | |||||||
OTHER COMPREHENSIVE INCOME: | |||||||||||||||
Unrealized holding gain on available-for-sale securities (net of tax) | 167,372 | 52,234 | 68,864 | 1,395 | |||||||||||
Remeasurements of defined benefit plans (net of tax) (Note 2.l) | 493,986 | (508,744 | ) | — | 4,116 | ||||||||||
Total other comprehensive income (loss) | 661,358 | (456,510 | ) | 68,864 | 5,511 | ||||||||||
COMPREHENSIVE INCOME | ¥ | 3,304,724 | ¥ | 2,330,588 | ¥ | 2,962,420 | $ | 27,539 | |||||||
See notes to consolidated financial statements.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
Years Ended March 31, 2015, 2014 and 2013
Thousands of Yen | |||||||||||||||||||||||||||||||
Outstanding Number of Shares of Common Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Unrealized Gain (Loss) on Available- for-Sale Securities | Remeasurements of defined benefit plans | Total Equity | ||||||||||||||||||||||||
BALANCE, APRIL 1, 2012 | ¥ | 554 | ¥ | 1,909,797 | ¥ | 2,591,398 | ¥ | 11,339,464 | ¥ | (680,820 | ) | ¥ | (2,803 | ) | ¥ | — | ¥ | 15,157,036 | |||||||||||||
Net income | — | — | — | 2,893,556 | — | — | — | 2,893,556 | |||||||||||||||||||||||
Cash dividends, ¥9,868,000 per share | — | — | — | (5,466,872 | ) | — | — | — | (5,466,872 | ) | |||||||||||||||||||||
Net change in the year | — | — | — | — | — | 68,864 | — | 68,864 | |||||||||||||||||||||||
BALANCE, MARCH 31, 2013 | 554 | 1,909,797 | 2,591,398 | 8,766,148 | (680,820 | ) | 66,061 | — | 12,652,584 | ||||||||||||||||||||||
Net income | — | — | — | 2,787,098 | — | — | — | 2,787,098 | |||||||||||||||||||||||
Cash dividends, ¥2,498,000 per share | — | — | — | (1,383,891 | ) | — | — | — | (1,383,891 | ) | |||||||||||||||||||||
Net change in the year | — | — | — | — | — | 52,234 | (508,744 | ) | (456,510 | ) | |||||||||||||||||||||
BALANCE, MARCH 31, 2014 | 554 | 1,909,797 | 2,591,398 | 10,169,355 | (680,820 | ) | 118,295 | (508,744 | ) | 13,599,281 | |||||||||||||||||||||
Cumulative effects of accounting | (264,656 | ) | (264,656 | ) | |||||||||||||||||||||||||||
change (Note 2.1) | |||||||||||||||||||||||||||||||
Net income | — | — | — | 2,643,366 | — | — | — | 2,643,366 | |||||||||||||||||||||||
Cash dividends, ¥9,586,000 per share | — | — | — | (5,310,644 | ) | — | — | — | (5,310,644 | ) | |||||||||||||||||||||
Net change in the year | — | — | — | — | — | 167,372 | 493,986 | 661,358 | |||||||||||||||||||||||
BALANCE, MARCH 31, 2015 | ¥ | 554 | ¥ | 1,909,797 | ¥ | 2,591,398 | ¥ | 7,237,421 | ¥ | (680,820 | ) | ¥ | 285,667 | ¥ | (14,758 | ) | ¥ | 11,328,705 | |||||||||||||
Thousands of U.S. Dollars (Note 1) | |||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Unrealized Gain (Loss) on Available- for-Sale Securities | Remeasurements of defined benefit plans | Total Equity | |||||||||||||||||||||||
BALANCE, MARCH 31, 2014 | $ | 15,915 | $ | 21,595 | $ | 84,745 | $ | (5,674 | ) | $ | 986 | $ | (4,240 | ) | $ | 113,327 | |||||||||||||
Cumulative effects of accounting | (2,206 | ) | (2,206 | ) | |||||||||||||||||||||||||
change (Note 2.1) | |||||||||||||||||||||||||||||
Net income | — | — | 22,028 | — | — | — | 22,028 | ||||||||||||||||||||||
Cash dividends, $79,883 per share | — | — | (44,255 | ) | — | — | — | (44,255 | ) | ||||||||||||||||||||
Net change in the year | — | — | — | — | 1,395 | 4,116 | 5,511 | ||||||||||||||||||||||
BALANCE, MARCH 31, 2015 | $ | 15,915 | $ | 21,595 | $ | 60,312 | $ | (5,674 | ) | $ | 2,381 | $ | (124 | ) | $ | 94,405 | |||||||||||||
See notes to consolidated financial statements.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
OPERATING ACTIVITIES: | |||||||||||||||
Income before income taxes | ¥ | 5,072,146 | ¥ | 5,567,004 | ¥ | 5,571,490 | $ | 42,268 | |||||||
Adjustments for: | |||||||||||||||
Income taxes-paid | (2,916,312 | ) | (2,460,167 | ) | (3,362,203 | ) | (24,303 | ) | |||||||
Depreciation and amortization | 931,257 | 913,587 | 816,840 | 7,760 | |||||||||||
Amortization of goodwill | 317,938 | 317,938 | 317,938 | 2,649 | |||||||||||
Reversal of allowance for doubtful receivables | (48,520 | ) | (16,873 | ) | (1,472 | ) | (404 | ) | |||||||
Equity in earnings of an associated company | (126,144 | ) | (109,690 | ) | (97,328 | ) | (1,051 | ) | |||||||
Loss (gain) on sales of property, plant and equipment | 77 | (200 | ) | 5,280 | 1 | ||||||||||
Loss on disposal of property, plant and equipment | 5,832 | 20,204 | 5,763 | 49 | |||||||||||
Loss on impairment of long‑lived assets | 6,138 | 79,184 | 2,749 | 51 | |||||||||||
Write-off of investment securities | 104 | ||||||||||||||
(Increase) decrease in receivables-trade accounts | (1,212,727 | ) | (134,642 | ) | 326,483 | (10,106 | ) | ||||||||
Increase in inventories | (19,208 | ) | (144,458 | ) | (71,333 | ) | (106 | ) | |||||||
Increase (decrease) in trade payables | 180,328 | 318,116 | (394,907 | ) | 1,503 | ||||||||||
Increase (decrease) in consumption tax payable | 2,376,129 | (208,131 | ) | 24,585 | 19,801 | ||||||||||
Decrease (increase) in current assets | 1,560 | (355,671 | ) | (33,864 | ) | 13 | |||||||||
Increase (decrease) in other current liabilities | 1,120,330 | (695,581 | ) | 433,510 | 9,336 | ||||||||||
(Decrease) increase in accrued bonus to employees | (424,187 | ) | 339,082 | 128,757 | (3,535 | ) | |||||||||
Decrease in accrued employees’ retirement benefits | (214,917 | ) | (113,910 | ) | (108,814 | ) | (1,791 | ) | |||||||
Decrease (increase) in accrued retirement benefits for director and corporate auditors | 3,430 | (2,238 | ) | 7,530 | 29 | ||||||||||
Decrease in prepaid pension costs | 90,504 | 49,545 | 133,121 | 754 | |||||||||||
Other-net | 26,390 | 21,485 | 32,361 | 220 | |||||||||||
Total adjustments | 97,898 | (2,182,316 | ) | (1,835,004 | ) | 816 | |||||||||
Net cash provided by operating activities—(Forward) | ¥ | 5,170,044 | ¥ | 3,384,688 | ¥ | 3,736,486 | $ | 43,084 | |||||||
Continued on following page.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Net cash provided by operating activities—(Forward) | ¥ | 5,170,044 | ¥ | 3,384,688 | ¥ | 3,736,486 | $ | 43,084 | |||||||
INVESTING ACTIVITIES: | |||||||||||||||
Payments into time deposit | (100,000 | ) | (100,000 | ) | — | (833 | ) | ||||||||
Redemption of time deposits | 100,000 | — | — | 833 | |||||||||||
Redemption of marketable securities | — | — | 100,000 | — | |||||||||||
Purchases of property, plant and equipment | (199,149 | ) | (269,458 | ) | (355,616 | ) | (1,660 | ) | |||||||
Proceeds from sales of property, plant and equipment | 1,416 | 5,580 | 1,431 | 12 | |||||||||||
Purchases of software | (301,515 | ) | (139,043 | ) | (327,493 | ) | (2,513 | ) | |||||||
Purchases of other intangible assets | — | (1,936 | ) | (3,022 | ) | — | |||||||||
Proceeds from sales of intangible assets | — | 496 | — | — | |||||||||||
Purchases of investment securities | (9,442 | ) | (9,536 | ) | (10,804 | ) | (79 | ) | |||||||
Proceeds from sales of investment securities | 1,884 | 4,594 | 57,861 | 16 | |||||||||||
Change in deposit to a subsidiary of a shareholder | 746,175 | (1,752,376 | ) | 2,497,890 | 6,218 | ||||||||||
Proceeds from collections of loans | 4,369 | 2,808 | 3,486 | 36 | |||||||||||
Other | (91,202 | ) | (4,315 | ) | (48,320 | ) | (760 | ) | |||||||
Net cash provided by (used in) investing activities | 152,536 | (2,263,186 | ) | 1,915,413 | 1,270 | ||||||||||
FINANCING ACTIVITIES: | |||||||||||||||
Increase in short‑term bank loans | 15,000,000 | 11,950,000 | 13,500,000 | 112,500 | |||||||||||
Decrease in short‑term bank loans | (15,000,000 | ) | (11,950,000 | ) | (13,500,000 | ) | (112,500 | ) | |||||||
Repayments of capital lease obligation | (403,210 | ) | (356,620 | ) | (301,269 | ) | (3,360 | ) | |||||||
Dividends paid | (5,310,644 | ) | (1,383,891 | ) | (5,466,872 | ) | (44,255 | ) | |||||||
Net cash used in financing activities | (5,713,854 | ) | (1,740,511 | ) | (5,768,141 | ) | (47,615 | ) | |||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (391,274 | ) | (619,009 | ) | (116,242 | ) | (3,261 | ) | |||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 7,090,200 | 7,709,209 | 7,825,451 | 59,085 | |||||||||||
CASH AND CASH EQUIVALENTS, END OF YEAR | ¥ | 6,698,926 | ¥ | 7,090,200 | ¥ | 7,709,209 | $ | 55,824 | |||||||
Continued on following page.
AIM SERVICES Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013
ADDITIONAL INFORMATION
Interest and dividend receipts and interest payments for the years ended March 31, 2015, 2014 and 2013 were as follows:
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Interest and dividend receipts | ¥ | 54,217 | ¥ | 39,136 | ¥ | 43,608 | $ | 452 | |||||||
Interest payments | ¥ | 22,076 | ¥ | 23,523 | ¥ | 24,168 | $ | 184 | |||||||
Non-cash investing and financing activities were as follows:
Thousands of Yen | Thousands of U.S. Dollars (Note 1) | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Acquisition of lease assets and obligations under finance leases | ¥ | 291,563 | ¥ | 346,531 | ¥ | 541,644 | $ | 2,430 | |||||||
See notes to consolidated financial statements.
AIM SERVICES Co., Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS
AIM SERVICES Co., Ltd. (the “Company”) mainly provides business dining services in Japan and is owned 50 percent by Mitsui & Co., Ltd. and 50 percent by Aramark Services Inc. and Aramark Japan Inc., which are subsidiaries of Aramark. ARAMARK Holding Corporation and ARAMARK Corporation were renamed Aramark and Aramark Service Inc., respectively, on May 9, 2014.
The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Companies Act of Japan (the “Companies Act”) and in conformity with accounting principles generally accepted in Japan (“Japanese GAAP”). Japanese GAAP varies in certain significant respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). Information relating to the nature and effect of such differences is presented in Note 15 to the consolidated financial statements.
In preparing these consolidated financial statements, certain reclassifications and rearrangements, including additions of the consolidated statements of cash flows and footnote disclosures, have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made in the 2014 and 2013 consolidated financial statements to conform to the classifications used in 2015.
The consolidated financial statements are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translation of Japanese yen amounts into U.S. dollar amounts is included solely for the convenience of readers outside Japan and has been made at the rate of ¥120 to $1, the approximate rate of exchange at March 31, 2015. Such translation should not be construed as a representation that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. | Consolidation—The consolidated financial statements as of March 31, 2015 include the accounts of the Company and all 11 subsidiaries (together, the “Group”). Under the control concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated. |
An investment in an associated company (a company over which the Company has the ability to exercise significant influence) is accounted for by the equity method. Refer to Note 2.e.
The excess of the cost of an acquisition over the fair value of the net assets of the acquired subsidiaries at the date of acquisition is represented as “Goodwill” on the consolidated balance sheets and is being amortized on a straight-line basis over a period from 10 to 13 years.
Intercompany balances and transactions have been eliminated in consolidation. Unrealized profit included in assets resulting from transactions within the Group is eliminated.
b. | Cash and Cash Equivalents—Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits which mature or become due within three months of the date of acquisition. |
A deposit is a contract in which cash is trusted to the subsidiary of the Company’s shareholder. The cash can be readily withdrawn within a few days, however the Company does not have the intention to do so as the Company has sufficient working capital and does not need this deposit within a short period of time (i.e., three months). Based on this, the Company did not treat deposits as cash and cash equivalents.
c. | Inventories—Inventories are mainly stated at the latest purchase price which approximates the first-in, first-out cost method. In accordance with Accounting Standard Board of Japan (the “ASBJ”) Statement No. 9, “Accounting Standard for Measurement of Inventories,” inventories held for sale in the ordinary course of business are measured at the lower of cost or net selling value, which is defined as the selling price less additional estimated manufacturing costs and estimated direct selling expenses. The replacement cost may be used in place of the net selling value, if appropriate. |
d. | Investment Securities—Investment securities are classified and accounted for, depending on management’s intent, as follows: (1) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost and (2) available-for-sale securities, which are not classified as the aforementioned securities, are reported at fair value with unrealized gains and losses, net of applicable taxes, |
reported in a separate component of equity.
Declines in fair value of held-to-maturity and available-for-sale securities are analyzed to determine if the decline is temporary or “other than temporary.” When other than temporary declines occur, the investment is reduced to its fair value and the amount of the reduction is reported as a loss. Any subsequent increases in other than temporary declines in fair value will not be realized until the securities are sold.
Non-marketable available-for-sale securities are stated at cost determined by the moving-average cost method. For other than temporary declines in fair value, non-marketable available-for-sale securities are reduced to net realizable value by a charge to income.
e. | Investment in Associated Company—The Company uses the equity method of accounting for its investment in and earnings or losses of an associated company that the Company does not control but over which the Company does exert significant influence. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20% and 50%. The Company determines whether a decline in fair value is other than temporary by considering various factors, such as historical financial data, product development activities and the overall health of the affiliate’s industry. If the Company considers any such decline to be other than temporary, then a write-down to the estimated fair value is recorded. |
f. | Property, Plant and Equipment—Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment of the Group is computed substantially by the declining-balance method at rates based on the estimated useful lives of the assets, while the straight-line method is applied to the buildings which were acquired after April 1, 1998. The range of useful lives is principally from 3 to 47 years for buildings and structures, from 2 to 10 years for machinery and equipment, from 5 to 20 years for furniture and fixtures, and 5 years for lease assets. |
Amendments to the Corporate Tax Law in Japan have resulted in changes to the depreciation methods used for property, plant and equipment acquired since April 1, 2007. Prior to these amendments, the Group’s depreciation methods were based on a depreciation limit of 95% and a residual value of 5% of the acquisition price of an asset. This depreciation limit and residual value were removed and the full acquisition price can now be depreciated to the nominal value of ¥1 at the end of the asset’s useful life, either on a straight-line basis or on a declining-balance basis. The depreciation rates for both methods, set forth by the Corporate Tax Law, were also amended. Assets acquired on or after April 1, 2007 are depreciated according to the new depreciation methods while existing assets acquired on or before March 31, 2007 are depreciated based on the traditional methods with the depreciation limit written off equally over 5 years.
Effective April 1, 2012, as a result of the revision of the Corporate Tax Law in Japan, the Company and its consolidated subsidiaries changed their depreciation method for property, plant and equipment acquired on or after April 1, 2012 to the method stipulated under the revised corporate tax law. The effect of this change was immaterial.
g. | Software—Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs directly associated with identifiable and unique software products, which are likely to generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Software is carried at cost less accumulated amortization, which is calculated using the straight-line method over the estimated useful lives of 5 years. |
h. | Impairment of Long-Lived Assets—The Group reviews its long-lived assets including goodwill for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition. |
For the fiscal years ended March 31, 2015, 2014 and 2013, the Company wrote down the book value of its idle assets amounting to ¥6,138 thousand ($51 thousand), ¥79,184 thousand and ¥2,749 thousand, respectively, as an impairment loss.
i. | Golf Membership—Golf membership is stated at cost. For other than temporary declines in fair value, golf membership is reduced to net realizable value by a charge to income. |
j. | Lease Deposits—Lease deposits are mainly related to the Group’s office spaces and are refundable at the termination of each lease contract. |
k. | Insurance Deposits—Insurance deposits consist of life insurance policies for ex-directors for which the Company is the named beneficiary. Most of the insurance deposits are refundable. Gain on insurance claim of ¥124,029 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 includes that related to the life |
insurance claim against the death of ex-director by ¥82,679 thousand.
l. | Retirement and Pension Plans—The Company and certain subsidiaries have defined benefit corporate pension plans covering substantially all of their regular employees. The Group measures and accounts for the liability for retirement benefits using actuarial computations based on projected benefit obligations and plan assets at the balance sheet date. |
Retirement benefits to directors and corporate auditors are provided at the amount which would be required if all directors and corporate auditors retired at the balance sheet date.
In May 2012, the ASBJ issued ASBJ Statement No. 26, “Accounting Standard for Retirement Benefits” and ASBJ Guidance No. 25, “Guidance on Accounting Standard for Retirement Benefits”.
In accordance with the revised standard and the other related practical guidance, actuarial gains and losses and past service costs that are yet to be recognized in profit or loss are recognized within shareholders’ equity (accumulated other comprehensive income, hereinafter, “AOCI”), after adjusting for tax effects, and the difference between projected retirement benefit obligations and plan assets shall be recognized as a liability (liability for retirement benefits) or asset (asset for retirement benefits). Moreover, actuarial gains and losses and past service costs that arose in the current period and yet to be recognized in profit or loss shall be included in AOCI and actuarial gains and losses and past service costs that were recognized in other comprehensive income, hereinafter ‘‘OCI’’, in prior periods and then recognized in profit or loss in the current period shall be treated as reclassification adjustments. No retrospective application of this accounting standard to consolidated financial statements in prior periods is required.
The Company adopted those new requirements in the revised standard during the year ended March 31, 2014. As a result of the change, the liability for retirement benefits increased by ¥788,823 thousand with a corresponding decrease in AOCI by ¥508,744 thousand, net of tax effect, at March 31, 2014.
In addition, effective from the year ended March 31, 2015, the Company adopted other requirements in the revised accounting standard, which allows a choice of the method of attributing expected benefits to years of service between the “Straight-line basis” and the “Benefit formula basis” based on the nature of pension plans. Previously, only the Straight-line basis was permitted. The revised standard also changed the calculation method of the discount rate to require that the discount rate reflect the expected timing of each benefit payment. The change in the method of attributing expected benefits to years of service and the calculation method of the discount rate in estimating the amount of projected benefit obligations were accounted for as an adjustment to retained earnings at the beginning of the year ended March 31, 2015 in accordance with the standard, resulted in the decrease of retained earnings by ¥264,656 thousand ($2,206 thousand) with net of tax effect.
m. | Leases—In March 2007, the ASBJ issued an Accounting Standard-ASBJ Statement No. 13, “Accounting Standard for Lease Transaction and its Implementation Guidance” and ASBJ Guidance No. 16, “Guidance on Accounting Standard for Lease Transactions.” The new standard and related implementation guidance eliminated a transitional rule where companies were allowed to account for finance leases that did not transfer ownership at the end of the lease term as operating leases and required the companies to recognize them as finance leases on their balance sheet. |
In accordance with new accounting standard for lease, the Company capitalized all finance leases on its consolidated balance sheets and is depreciating the lease assets by the straight-line method over their respective lease terms. However, finance leases that do not transfer ownership and whose commencement day falls prior to April 1, 2008 continue to be accounted for as operating leases with required disclosure in the notes in accordance with an exceptional rule in the new accounting standard.
n. | Asset Retirement Obligations—ASBJ Statement No. 18, “Accounting Standard for Asset Retirement Obligations” and ASBJ Guidance No. 21, “Guidance on Accounting Standard for Asset Retirement Obligations” require companies to recognize asset retirement obligations as liabilities and the corresponding asset retirement costs as tangible fixed assets. |
The Group leases several corporate and regional offices and has installed leasehold improvements, such as partitions, counters and phone systems, in these leased properties. Most lease agreements in Japan require the lessee to restore the leased property to its original condition, including removal of the leasehold improvements the lessee has installed when the lessee moves out of the leased property. As a result, the Group will incur certain future costs for the restorations that are required under the lease agreements.
o. | Financial Instruments—In accordance with ASBJ Statement No. 10, “Accounting Standard for Financial Instruments” and ASBJ Guidance No. 19, “Guidance on Disclosures about Fair Value of Financial Instruments”, the Group discloses fair value information for items that meet the definition of financial instruments. |
p. | Income Taxes—The Group adopted the accounting standard for interperiod allocation of income taxes based on the asset and liability method. Deferred income taxes are recorded to reflect the impact of operating loss carryforwards and temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws to the operating |
loss carryforwards and temporary differences. The Group determined the recoverability of deferred tax assets based on all future information currently available.
Amendments to the Japanese tax regulations were enacted into law on March 20, 2014 and March 31, 2015. As a result of these amendments, (1) the statutory income tax rate was reduced from approximately 40% to 38% effective from the fiscal year beginning April 1, 2012, (2) was reduced to approximately 35% effective from the fiscal year beginning April 1, 2014 and (3) was further reduced to 32.5% effective from the fiscal year beginning April 1, 2015, with a further reduction to 31.7% effective from the year beginning April 1, 2016. Consequently, the statutory income tax rate utilized for deferred tax assets and liabilities expected to be settled or realized in the fiscal year ended March 31, 2016 is 32.5% and for subsequent periods is approximately 31.7%.
q. | Appropriations of Retained Earnings—Appropriations of retained earnings at each year-end are reflected in the consolidated financial statements in the year following shareholders’ approval. |
r. | Per Share Information—Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Cash dividends per share presented in the accompanying consolidated statement of income are dividends applicable to the respective years including dividends to be paid after the end of the year. |
s. | Revenue Recognition—Most of the operating businesses of the Group have contractual relationships with customers. In these businesses, revenue is recognized in the period in which the services are provided pursuant to the terms of the contracts. Revenue from dining, delivery food and beverage services is recognized upon delivery of food and beverage products. |
t. | Other Income—Compensation for loss due to disaster of ¥41,542 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 is compensation received from Tokyo Electronic Power Company, Incorporated (“TEPCO”) for lost earnings during the period of business suspension due to the nuclear accident at TEPCO's facility. |
u. | Dividend Distribution—Dividend distribution to the Company's shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders. |
3. INVESTMENT SECURITIES
Investment securities at March 31, 2015 and 2014, consisted of the following:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Non‑current-Investment securities: | |||||||||||
Marketable equity securities | ¥ | 760,983 | ¥ | 518,106 | $ | 6,342 | |||||
Non‑marketable equity securities | 320,686 | 323,645 | 2,672 | ||||||||
Total | ¥ | 1,081,669 | ¥ | 841,751 | $ | 9,014 | |||||
Information regarding marketable equity securities classified as available-for-sale and held-to-maturity debt securities at March 31, 2015 and 2014, was as follows:
Thousands of Yen | |||||||||||||||
March 31, 2015 | Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||
Available‑for‑sale marketable equity securities | ¥ | 263,375 | ¥ | 498,384 | ¥ | 776 | ¥ | 760,983 | |||||||
March 31, 2014 | |||||||||||||||
Available‑for‑sale marketable equity securities | ¥ | 253,959 | ¥ | 268,578 | ¥ | 4,429 | ¥ | 518,106 | |||||||
Thousands of U.S. Dollars | |||||||||||||||
March 31, 2015 | Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||
Available‑for‑sale marketable equity securities | $ | 2,195 | $ | 4,153 | $ | 6 | $ | 6,342 | |||||||
Carrying amounts of available-for-sale securities whose fair value is not readily determinable as of March 31, 2015 and 2014 were as follows:
Available-for-sale---Non-marketable equity securities
Thousands of Yen | Thousands of U.S. Dollars | |||||||||
2015 | 2014 | 2015 | ||||||||
¥ | 320,686 | ¥ | 323,645 | $ | 2,672 | |||||
4. INVENTORIES
Inventories at March 31, 2015 and 2014, consisted of the following:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Merchandise | ¥ | 519,793 | ¥ | 511,842 | $ | 4,332 | |||||
Raw materials | 1,143,814 | 1,140,494 | 9,532 | ||||||||
Supplies | 262,860 | 254,923 | 2,190 | ||||||||
Total | ¥ | 1,926,467 | ¥ | 1,907,259 | $ | 16,054 | |||||
5. LIABILITY FOR EMPLOYEES’ RETIREMENT BENEFITS
The Company and certain subsidiaries have defined benefit corporate pension plans for employees.
Under most circumstances, employees terminating their employment are entitled to retirement benefits determined based on the rate of pay at the time of termination, years of service and certain other factors. Such retirement benefits are made in the form of a lump-sum severance payment from the Company or from certain subsidiaries and annuity payments from a trustee. Employees are entitled to larger payments if the termination is involuntary, by retirement at the mandatory retirement age, or by death.
The liability for employees’ retirement benefits at March 31, 2015 and 2014, consisted of the following:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Projected benefit obligation | ¥ | 10,505,162 | ¥ | 9,722,444 | $ | 87,543 | |||||
Fair value of plan assets | (9,266,391 | ) | (8,028,910 | ) | (77,220 | ) | |||||
Net amount on the consolidated balance sheets | 1,238,771 | 1,693,534 | 10,323 | ||||||||
Prepaid pension costs (included in other assets) | — | (90,894 | ) | — | |||||||
Employees’ retirement benefits | ¥ | 1,238,771 | ¥ | 1,784,428 | $ | 10,323 | |||||
The components of net periodic benefit costs are as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Service cost | ¥ | 631,832 | ¥ | 604,045 | ¥ | 590,253 | $ | 5,265 | |||||||
Interest cost | 103,721 | 92,957 | 90,884 | 864 | |||||||||||
Expected return on plan assets | (160,578 | ) | (143,967 | ) | (124,615 | ) | (1,338 | ) | |||||||
Recognized actuarial loss | 34,823 | 167,463 | 264,415 | 291 | |||||||||||
Net periodic benefit costs | ¥ | 609,798 | ¥ | 720,498 | ¥ | 820,937 | $ | 5,082 | |||||||
Assumptions used for the years ended March 31, 2015, 2014 and 2013, are set forth as follows:
2015 | 2014 | 2013 | |||
Discount rate | From 0.7% to 1.1% | From 0.7% to 1.1% | From 0.7% to 1.1% | ||
Expected rate of return on plan assets | 2.0% | 2.0% | 2.0% | ||
Recognition period of actuarial gain/loss | From 5 to 12 years | From 5 to 12 years | From 5 to 12 years | ||
6. EQUITY
The significant provisions in the Companies Act that affect financial and accounting matters are summarized below:
a. | Dividends |
Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders’ meeting. If companies meet certain criteria such as (1) having a Board of Directors, (2) having independent auditors, and (3) the term of service of the directors is prescribed as one year rather than two years of normal term by its articles of incorporation, the Board of Directors may declare dividends (except for dividends in-kind) at any time during the fiscal year if the company has prescribed so in its articles of incorporation. The Company meets the above criteria.
The Companies Act permits companies to distribute dividends-in-kind (non-cash assets) to shareholders subject to a certain limitation and additional requirements.
Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the company so stipulate. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3,000 thousand.
b. | Increases/Decreases and Transfer of Common Stock, Reserve and Surplus |
The Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the total of the aggregate amount of legal reserve and additional paid-in capital equals 25% of the common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus and retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders.
c. | Treasury Stock and Treasury Stock Acquisition Rights |
The Companies Act also allows for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The amount of treasury stock purchased cannot exceed the amount available for distribution to the shareholders which is determined by a specific formula. Under the Companies Act, stock acquisition rights, which were previously presented as a liability, are now presented as a separate component of equity. The Companies Act also provides that companies can purchase both treasury stock acquisition rights and treasury stock. Such treasury stock acquisition rights are presented as a separate component of equity or deducted directly from stock acquisition rights.
Class shares subject to call option included a call option which allowed the Company, at its option, to exchange all of the class shares subject to call option for new common shares at an exchange ratio of 20,000 class shares to 1 new common share. On November 1, 2007, the Company exercised its call options and exchanged all of its issued class shares for new shares of common stock. Class A shares are the shares without the right for the distribution of residual property.
7. INCOME TAXES
The tax effects of temporary differences which resulted in deferred tax assets at March 31, 2015 and 2014, are as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Current: | |||||||||||
Deferred tax assets: | |||||||||||
Accrued bonuses to employees | ¥ | 1,181,173 | ¥ | 1,404,943 | $ | 9,843 | |||||
Accrued enterprise taxes | 57,225 | 111,312 | 477 | ||||||||
Accrued social insurance contributions by employer | 211,699 | 248,779 | 1,764 | ||||||||
Accrued business office taxes | 17,944 | 15,881 | 150 | ||||||||
Accrued rent | 19,918 | 26,336 | 166 | ||||||||
Tax loss carry forward | 8,614 | 17,345 | 72 | ||||||||
Other | 45,495 | 42,612 | 379 | ||||||||
Total | 1,542,068 | 1,867,208 | 12,851 | ||||||||
Net deferred tax assets | ¥ | 1,542,068 | ¥ | 1,867,208 | $ | 12,851 | |||||
Non‑current: | |||||||||||
Deferred tax assets: | |||||||||||
Employees’ retirement benefits | ¥ | 420,498 | ¥ | 628,643 | $ | 3,504 | |||||
Retirement benefits for directors and corporate auditors | 20,551 | 21,682 | 171 | ||||||||
Impairment loss on investment securities | 27,150 | 39,462 | 226 | ||||||||
Impairment loss on golf membership | 6,537 | 11,110 | 54 | ||||||||
Impairment loss on long‑lived assets | 78,191 | 87,940 | 652 | ||||||||
Allowance for doubtful accounts | 2,586 | 20,061 | 22 | ||||||||
Asset retirement obligations | 30,540 | 29,096 | 255 | ||||||||
Tax loss carry forward | 12,007 | 10,706 | 100 | ||||||||
Other | 6,448 | 31,781 | 54 | ||||||||
Less valuation allowance | (79,534 | ) | (95,902 | ) | (663 | ) | |||||
Total | 524,974 | 784,579 | 4,375 | ||||||||
Deferred tax liabilities-net unrealized gain on available‑for‑sale securities | 159,065 | 92,725 | 1,326 | ||||||||
Total | 159,065 | 92,725 | 1,326 | ||||||||
Net deferred tax assets | ¥ | 365,909 | ¥ | 691,854 | $ | 3,049 | |||||
A reconciliation between the normal statutory tax rate and the actual effective tax rate reflected in the accompanying consolidated statements of income for the years ended March 31, 2015, 2014 and 2013, is as follows:
2015 | 2014 | 2013 | ||||||
Normal statutory tax rate | 35 | % | 38 | % | 38 | % | ||
Expenses not deductible for income tax purposes | 1 | 1 | 1 | |||||
Non-deductible per capita levy of local taxes | 6 | 6 | 6 | |||||
Non-deductible amortization of goodwill | 2 | 1 | 2 | |||||
Effect of amendments to the Japanese tax regulations | 4 | 2 | — | |||||
Other-net | — | 2 | 1 | |||||
Actual effective tax rate | 48 | % | 50 | % | 48 | % | ||
As discussed in Note 2.p, as a result of amendment of the Japanese tax regulations on March 20, 2014 and March 31, 2015, the tax rate applied to the Company was reduced approximately from 38% to 35% effective from the year beginning April 1, 2014, and it was further reduced to 32.5% effective from the fiscal year beginning April 1, 2015 with a further reduction to 31.7% effective from the year beginning April 1, 2016. The effect of adjustments to deferred assets and liabilities resulting from the reduction in the tax rate was an increase in income taxes of ¥184,960 thousand ($1,541 thousand) and ¥122,349 thousand for
the year ended March 31, 2015 and 2014, respectively and have been reflected in income taxes in the consolidated statement of income.
8. LEASES
The Group leases certain machinery, dining support service related equipment, office space and other assets.
Rent expenses for operating leases for the years ended March 31, 2015, 2014 and 2013 amounted to ¥1,319,772 thousand ($10,998 thousand), ¥1,321,303 thousand and ¥1,295,970 thousand, respectively.
Obligations under finance leases and future minimum payments under noncancelable operating leases were as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2015 | ||||||||||||||
Finance Leases | Operating Leases | Finance Leases | Operating Leases | ||||||||||||
Due within one year | ¥ | 374,928 | ¥ | 127,610 | $ | 3,125 | $ | 1,063 | |||||||
Due after one year | 605,297 | 232,135 | 5,044 | 1,935 | |||||||||||
Total | ¥ | 980,225 | ¥ | 359,745 | $ | 8,169 | $ | 2,998 | |||||||
Thousands of Yen | |||||||
2014 | |||||||
Finance Leases | Operating Leases | ||||||
Due within one year | ¥ | 368,746 | ¥ | 97,643 | |||
Due after one year | 699,597 | 186,259 | |||||
Total | ¥ | 1,068,343 | ¥ | 283,902 | |||
As discussed in Note 2.m, the Company accounts for leases which existed at the transition date of the new accounting standards on April 1, 2008 and do not transfer ownership of the leased property to the lessee as operating lease transactions.
As of March 31, 2013, such leases no longer existed due to expiration or cancellation. Lease payments under such leases for the year ended March 31, 2013 were ¥30,952 thousand and there was no lease payment for the year ended March 31, 2014.
Depreciation expense and interest expense as if capitalized:
Thousands of Yen | |||
2013 | |||
Depreciation expense | ¥ | 28,981 | |
Interest expense | 360 | ||
Total | ¥ | 29,341 | |
Depreciation expense and interest expense, which are not reflected in the accompanying consolidated statements of income, are computed by the straight-line method and the interest method, respectively.
9. ASSET RETIREMENT OBLIGATIONS
The Company recognizes asset retirement obligations for its headquarters and some regional offices on the basis of lease agreements. To estimate asset retirement obligations, the Company uses the estimated useful lives for periods ranging from 5 to 27 years and discount rates ranging from 0.232% to 2.130%.
The following represent the changes in asset retirement obligations for the years ended March 31, 2015 and 2014:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Asset retirement obligations at beginning of year | ¥ | 157,549 | ¥ | 145,823 | $ | 1,313 | |||||
Additions to asset retirement obligations | 6,314 | 9,366 | 53 | ||||||||
Accretion of discount | 2,438 | 2,360 | 20 | ||||||||
Asset retirement obligations at end of year | ¥ | 166,301 | ¥ | 157,549 | $ | 1,386 | |||||
10. FINANCIAL INSTRUMENTS
(1) Financial Instruments
The Company obtains operating funds through loans from financial institutions such as banks, and excess funds are invested only in short-term deposits with banks and deposited with subsidiaries of shareholders. Interest rates for the loans are determined based on discussion with the financial institutions considering the current short-term money market.
Credit risks for notes receivable and accounts receivable are managed based on internal risk management policy.
The Company’s investment securities mainly consist of equity securities. For listed shares, the Company reviews their fair value on a quarterly basis.
(2) Fair Value of Financial Instruments
The carrying amounts of financial instruments recorded in the Company’s consolidated balance sheets and their estimated fair values as of March 31, 2015 and 2014, are as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||||||||||
2015 | 2014 | 2015 | |||||||||||||||||||||
Carrying Amount (*) | Fair Value (*) | Carrying Amount (*) | Fair Value (*) | Carrying Amount (*) | Fair Value (*) | ||||||||||||||||||
Cash and cash equivalents | ¥ | 6,698,926 | ¥ | 6,698,926 | ¥ | 7,090,200 | ¥ | 7,090,200 | $ | 55,824 | $ | 55,824 | |||||||||||
Notes receivable and accounts receivable | 15,649,490 | 15,649,490 | 14,436,429 | 14,436,429 | 130,412 | 130,412 | |||||||||||||||||
Deposit | 4,500,000 | 4,500,000 | 5,250,000 | 5,250,000 | 37,500 | 37,500 | |||||||||||||||||
Bank deposit with maturity term over three months | 100,000 | 100,000 | 100,000 | 100,000 | 833 | 833 | |||||||||||||||||
Investment securities- Available-for-sale marketable equity securities | 760,983 | 760,983 | 518,106 | 518,106 | 6,342 | 6,342 | |||||||||||||||||
Notes payable and accounts payable | (8,769,405 | ) | (8,769,405 | ) | (8,589,078 | ) | (8,589,078 | ) | 73,078 | 73,078 | |||||||||||||
(*) ( ) indicates liability account.
In accordance with the requirement of ASBJ Statement No. 10, “Accounting Standard for Financial Instruments,” the Company has provided the above fair value estimates and the following information about valuation methodologies.
Cash and cash equivalents
Due to the nature of cash and cash equivalents, the fair value approximates the carrying value.
Notes receivable and accounts receivable
As these are settled in a short-term period, the fair value approximates the carrying value.
Deposit
As these are settled in a short-term period, the fair value approximates the carrying value.
Bank deposit with maturity term over three months
As these are settled in a short-term period, the fair value approximates the carrying value.
Investment securities
Equity securities are valued using quoted market prices.
Notes payable and accounts payable
As these are settled in a short-term period, the fair value approximates the carrying value.
Because unlisted shares do not have a market price and future cash flows are not estimable, it was determined that obtaining fair value information for non-marketable equity securities was not practicable. Thus, unlisted shares, whose carrying amount as of March 31, 2015 and 2014 were ¥1,413,532 thousand ($11,779 thousand) and ¥1,324,942 thousand, respectively, are not included in “Investment securities-Available-for-sale marketable equity securities” in the list above.
11. SEGMENT INFORMATION
Information about industry segments of the Group for the years ended March 31, 2015, 2014 and 2013, is set forth below.
Industry Segments
a. | Sales and Operating Income |
Thousands of Yen | |||||||||||||||||||||||
2015 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Sales to customers | ¥ | 152,828,499 | ¥ | 6,778,709 | ¥ | 282,477 | ¥ | 159,889,685 | ¥ | — | ¥ | 159,889,685 | |||||||||||
Intersegment sales | 2,171,743 | 1,511,230 | 291,860 | 3,974,833 | (3,974,833 | ) | — | ||||||||||||||||
Total sales | 155,000,242 | 8,289,939 | 574,337 | 163,864,518 | (3,974,833 | ) | 159,889,685 | ||||||||||||||||
Operating expenses | 145,574,067 | 8,164,242 | 549,895 | 154,288,204 | 719,507 | 155,007,711 | |||||||||||||||||
Operating income | ¥ | 9,426,175 | ¥ | 125,697 | ¥ | 24,442 | ¥ | 9,576,314 | ¥ | (4,694,340 | ) | ¥ | 4,881,974 | ||||||||||
b. | Total Assets, Depreciation, Capital Expenditures and Information about Goodwill |
Thousands of Yen | |||||||||||||||||||||||
2015 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Total assets | ¥ | 30,620,712 | ¥ | 2,699,450 | ¥ | 55,237 | ¥ | 33,375,399 | ¥ | 5,461,084 | ¥ | 38,836,483 | |||||||||||
Depreciation and other | 380,702 | 301,104 | 182 | 681,988 | 249,269 | 931,257 | |||||||||||||||||
Capital expenditures (*) | 290,675 | 331,150 | — | 621,825 | 328,075 | 949,900 | |||||||||||||||||
Goodwill: | |||||||||||||||||||||||
Unamortized balance | 417,787 | 198,570 | — | 616,357 | — | 616,357 | |||||||||||||||||
Amortization | 119,368 | 198,570 | — | 317,938 | — | 317,938 | |||||||||||||||||
a. | Sales and Operating Income |
Thousands of U.S. Dollars | |||||||||||||||||||||||
2015 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Sales to customers | $ | 1,273,571 | $ | 56,489 | $ | 2,354 | $ | 1,332,414 | $ | — | $ | 1,332,414 | |||||||||||
Intersegment sales | 18,098 | 12,594 | 2,432 | 33,124 | (33,124 | ) | — | ||||||||||||||||
Total sales | 1,291,669 | 69,083 | 4,786 | 1,365,538 | (33,124 | ) | 1,332,414 | ||||||||||||||||
Operating expenses | 1,213,117 | 68,036 | 4,582 | 1,285,735 | 5,996 | 1,291,731 | |||||||||||||||||
Operating income | $ | 78,552 | $ | 1,047 | $ | 204 | $ | 79,803 | $ | (39,120 | ) | $ | 40,683 | ||||||||||
b. | Total Assets, Depreciation, Capital Expenditures and Information about Goodwill |
Thousands of U.S. Dollars | |||||||||||||||||||||||
2015 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Total assets | $ | 255,173 | $ | 22,495 | $ | 460 | $ | 278,128 | $ | 45,508 | $ | 323,636 | |||||||||||
Depreciation and other | 3,173 | 2,509 | 1 | 5,683 | 2,077 | 7,760 | |||||||||||||||||
Capital expenditures (*) | 2,422 | 2,760 | — | 5,182 | 2,734 | 7,916 | |||||||||||||||||
Goodwill: | |||||||||||||||||||||||
Unamortized balance | 3,481 | 1,655 | — | 5,136 | — | 5,136 | |||||||||||||||||
Amortization | 994 | 1,655 | — | 2,649 | — | 2,649 | |||||||||||||||||
a. | Sales and Operating Income |
Thousands of Yen | |||||||||||||||||||||||
2014 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Sales to customers | ¥ | 148,902,884 | ¥ | 6,760,543 | ¥ | 337,663 | ¥ | 156,001,090 | ¥ | — | ¥ | 156,001,090 | |||||||||||
Intersegment sales | 2,110,695 | 1,411,913 | 284,252 | 3,806,860 | (3,806,860 | ) | — | ||||||||||||||||
Total sales | 151,013,579 | 8,172,456 | 621,915 | 159,807,950 | (3,806,860 | ) | 156,001,090 | ||||||||||||||||
Operating expenses | 143,222,817 | 7,988,166 | 656,373 | 151,867,356 | (1,204,228 | ) | 150,663,128 | ||||||||||||||||
Operating income (loss) | ¥ | 7,790,762 | ¥ | 184,290 | ¥ | (34,458 | ) | ¥ | 7,940,594 | ¥ | (2,602,632 | ) | ¥ | 5,337,962 | |||||||||
b. | Total Assets, Depreciation, Capital Expenditures and Information about Goodwill |
Thousands of Yen | |||||||||||||||||||||||
2014 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Total assets | ¥ | 28,488,355 | ¥ | 2,874,588 | ¥ | 38,543 | ¥ | 31,401,486 | ¥ | 8,035,221 | ¥ | 39,436,707 | |||||||||||
Depreciation and other | 424,333 | 245,826 | 448 | 670,607 | 242,980 | 913,587 | |||||||||||||||||
Capital expenditures (*) | 352,851 | 336,558 | — | 689,409 | 191,387 | 880,796 | |||||||||||||||||
Goodwill: | |||||||||||||||||||||||
Unamortized balance | 537,154 | 397,141 | — | 934,295 | — | 934,295 | |||||||||||||||||
Amortization | 119,368 | 198,570 | — | 317,938 | — | 317,938 | |||||||||||||||||
a. | Sales and Operating Income |
Thousands of Yen | |||||||||||||||||||||||
2013 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Sales to customers | ¥ | 144,335,546 | ¥ | 6,503,205 | ¥ | 286,826 | ¥ | 151,125,577 | ¥ | — | ¥ | 151,125,577 | |||||||||||
Intersegment sales | 2,032,169 | 1,356,948 | 272,106 | 3,661,223 | (3,661,223 | ) | — | ||||||||||||||||
Total sales | 146,367,715 | 7,860,153 | 558,932 | 154,786,800 | (3,661,223 | ) | 151,125,577 | ||||||||||||||||
Operating expenses | 138,497,390 | 7,736,571 | 621,821 | 146,855,782 | (1,187,042 | ) | 145,668,740 | ||||||||||||||||
Operating income (loss) | ¥ | 7,870,325 | ¥ | 123,582 | ¥ | (62,889 | ) | ¥ | 7,931,018 | ¥ | (2,474,181 | ) | ¥ | 5,456,837 | |||||||||
b. | Total Assets, Depreciation, Capital Expenditures and Information about Goodwill |
Thousands of Yen | |||||||||||||||||||||||
2013 | |||||||||||||||||||||||
Food Business | Office Coffee and Tea Services | Other Services | Total | Eliminations/ Corporate | Consolidated | ||||||||||||||||||
Total assets | ¥ | 28,308,623 | ¥ | 2,930,439 | ¥ | 38,242 | ¥ | 31,277,304 | ¥ | 6,445,212 | ¥ | 37,722,516 | |||||||||||
Depreciation and other | 412,729 | 207,923 | 448 | 621,100 | 195,740 | 816,840 | |||||||||||||||||
Capital expenditures (*) | 657,684 | 285,038 | — | 942,722 | 345,938 | 1,288,660 | |||||||||||||||||
Goodwill: | |||||||||||||||||||||||
Unamortized balance | 656,522 | 595,711 | — | 1,252,233 | — | 1,252,233 | |||||||||||||||||
Amortization | 119,368 | 198,570 | — | 317,938 | — | 317,938 | |||||||||||||||||
(*) Capital expenditures include the amounts of lease assets acquired during the period.
The Company has no branch offices or subsidiaries in foreign countries, therefore geographic segment information has not been disclosed. Also, sales to foreign customers have not been presented because neither the Company nor its subsidiaries recorded foreign sales for the years ended March 31, 2015, 2014 and 2013.
12. RELATED PARTY TRANSACTIONS
Transactions between the Company and subsidiaries of shareholders and other related parties for the years ended March 31, 2015, 2014 and 2013, were as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Tax accountant fee to corporate auditors | ¥ | 2,514 | ¥ | 2,588 | ¥ | 2,357 | $ | 21 | |||||||
Purchase transactions with subsidiaries of shareholders during the year | 7,291,459 | 12,038,768 | 11,366,274 | 60,762 | |||||||||||
Deposit made to a subsidiary of a shareholder during the year (*) | 6,214,657 | 4,617,808 | 5,679,641 | 51,789 | |||||||||||
(*) Deposit made to subsidiaries of shareholders generally has terms of less than one month. The amounts in the table represent the average balances of the deposits during the year.
The balances due to or from these subsidiaries of shareholders at March 31, 2015 and 2014, were as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Deposits to subsidiaries of shareholders | ¥ | 4,500,000 | ¥ | 5,250,000 | $ | 37,500 | |||||
Accounts payable to subsidiaries of shareholders | 1,113,160 | 2,008,091 | 9,276 | ||||||||
13. CONTINGENT LIABILITIES
The Company, through its subsidiary, entered into a three-year distribution contract with a logistics company in April 2014 to enhance efficiency of the Group's delivery of raw materials and merchandise to its customers' sites. Following the inception of the contract, various disputes arose relating to unexpected fees charged and inefficient delivery of goods by the logistics company. The subsidiary attempted to resolve these issues through negotiations with the logistics company, however, no agreement was reached and the subsidiary notified the logistics company of the early termination of the contract in March 2015. The logistics company subsequently made a claim for compensation for the early termination of the contract.
The subsidiary has been negotiating with the logistics company but is currently unable to estimate the amount or the range of possible losses arising from the compensation claim, if any, because the negotation is at an early stage and still ongoing. Consequently, the Company has not provided any accruals for the compensation claim in the consolidated financial statements.
14. SUBSEQUENT EVENT
On June 27 , 2015, the shareholders of the Company approved payments of cash dividends to the shareholders of record on March 31, 2015 of ¥1,080 thousand ($9 thousand) per share or a total of ¥598,320 thousand ($4,986 thousand) at the Company’s ordinary general meeting of shareholders.
15. RECONCILIATION TO U.S. GAAP
The consolidated financial statements of the Group are prepared in accordance with Japanese GAAP, which varies in certain respects from U.S. GAAP. The following are reconciliations of equity and net income of the Group in accordance with Japanese GAAP to equity and net income in accordance with U.S. GAAP.
The Group's equity as of March 31, 2015 and 2014, is reconciled as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Equity in accordance with Japanese GAAP | ¥ | 11,328,705 | ¥ | 13,599,281 | $ | 94,405 | |||||
Differences arising from different account for: | |||||||||||
a. Goodwill, intangible assets and other business combination related adjustments | 6,806,324 | 6,902,307 | 56,719 | ||||||||
b. Accrued vacation | (2,625,360 | ) | (2,482,973 | ) | (21,876 | ) | |||||
c. Employee's retirement benefits | — | (720,006 | ) | — | |||||||
d. Capital leases | (3,425 | ) | (12,207 | ) | (29 | ) | |||||
e. Tax effect of adjustments | (338,049 | ) | (175,267 | ) | (2,817 | ) | |||||
Total | 3,839,490 | 3,511,854 | 31,997 | ||||||||
Equity in accordance with U.S. GAAP | ¥ | 15,168,195 | ¥ | 17,111,135 | $ | 126,402 | |||||
The Group’s net income for the years ended March 31, 2015, 2014 and 2013, is reconciled as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Net income in accordance with Japanese GAAP | ¥ | 2,643,366 | ¥ | 2,787,098 | ¥ | 2,893,556 | $ | 22,028 | |||||||
Differences arising from different accounting for: | |||||||||||||||
a. Goodwill, intangible assets and other business combination related adjustments | (95,983 | ) | (95,983 | ) | (289,983 | ) | (800 | ) | |||||||
b. Accrued vacation | (142,380 | ) | (83,147 | ) | (88,027 | ) | (1,186 | ) | |||||||
c. Employees’ retirement benefits | 25,340 | 144,681 | 99,262 | 211 | |||||||||||
d. Capital leases | 8,634 | 538 | 3,707 | 72 | |||||||||||
e. Tax effect of adjustments | 230,739 | 67,703 | 143,326 | 1,923 | |||||||||||
Total | 26,350 | 33,792 | (131,715 | ) | 220 | ||||||||||
Net income in accordance with U.S. GAAP | ¥ | 2,669,716 | ¥ | 2,820,890 | ¥ | 2,761,841 | $ | 22,248 | |||||||
ASC 220, “Comprehensive Income,” establishes rules for the reporting of comprehensive income and its components. The following table summarizes the components of comprehensive income under U.S. GAAP for the years ended March 31, 2015, 2014 and 2013:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||||||||||
2015 | 2015 | ||||||||||||||||||||||
Gain (loss) before income tax expense | Income tax (expense) benefit | Gain (loss) after income tax expense | Gain (loss) before income tax expense | Income tax (expense) benefit | Gain (loss) after income tax expense | ||||||||||||||||||
Net income | ¥ | — | ¥ | — | ¥ | 2,669,716 | $ | — | $ | — | $ | 22,248 | |||||||||||
Other comprehensive income: | |||||||||||||||||||||||
Unrealized gain on available-for-sale securities | 233,459 | (66,087 | ) | 167,372 | 1,945 | (551 | ) | 1,394 | |||||||||||||||
Total | 233,459 | (66,087 | ) | 167,372 | 1,945 | (551 | ) | 1,394 | |||||||||||||||
Gain associated with employees’ retirement benefits | 1,005,753 | (487,372 | ) | 518,381 | 8,382 | (4,062 | ) | 4,320 | |||||||||||||||
Reclassification adjustments for gain included in net income | 18,942 | (6,707 | ) | 12,235 | 158 | (56 | ) | 102 | |||||||||||||||
Total | 1,024,695 | (494,079 | ) | 530,616 | 8,540 | (4,118 | ) | 4,422 | |||||||||||||||
Other comprehensive income | 1,258,154 | (560,166 | ) | 697,988 | 10,485 | (4,669 | ) | 5,816 | |||||||||||||||
Comprehensive income | ¥ | 3,367,704 | $ | 28,064 | |||||||||||||||||||
Thousands of Yen | |||||||||||
2014 | |||||||||||
Gain (loss) before income tax expense | Income tax (expense) benefit | Gain (loss) after income tax expense | |||||||||
Net income | ¥ | — | ¥ | — | ¥ | 2,820,890 | |||||
Other comprehensive income: | |||||||||||
Unrealized gain on available-for-sale securities | 80,586 | (28,351 | ) | 52,235 | |||||||
Total | 80,586 | (28,351 | ) | 52,235 | |||||||
Loss associated with employees’ retirement benefits | (251,644 | ) | 89,863 | (161,781 | ) | ||||||
Reclassification adjustments for gain included in net income | 6,420 | (2,274 | ) | 4,146 | |||||||
Total | (245,224 | ) | 87,589 | (157,635 | ) | ||||||
Other comprehensive loss | (164,638 | ) | 59,238 | (105,400 | ) | ||||||
Comprehensive income | ¥ | 2,715,490 | |||||||||
Thousands of Yen | |||||||||||
2013 | |||||||||||
Gain (loss) before income tax expense | Income tax (expense) benefit | Gain (loss) after income tax expense | |||||||||
Net income | ¥ | — | ¥ | — | ¥ | 2,761,841 | |||||
Other comprehensive income: | |||||||||||
Unrealized gain on available-for-sale securities | 102,240 | (33,376 | ) | 68,864 | |||||||
Total | 102,240 | (33,376 | ) | 68,864 | |||||||
Gain associated with employees’ retirement benefits | 644,294 | (228,389 | ) | 415,905 | |||||||
Reclassification adjustments for gain included in net income | 71,957 | (25,458 | ) | 46,499 | |||||||
Total | 716,251 | (253,847 | ) | 462,404 | |||||||
Other comprehensive income | 818,491 | (287,223 | ) | 531,268 | |||||||
Comprehensive income | ¥ | 3,293,109 | |||||||||
The analysis of changes in equity under U.S. GAAP is as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Equity at beginning of year | ¥ | 17,111,135 | ¥ | 15,779,536 | ¥ | 17,953,299 | $ | 142,593 | |||||||
Total comprehensive income (net of tax) | 3,367,704 | 2,715,490 | 3,293,109 | 28,064 | |||||||||||
Cash dividends | (5,310,644 | ) | (1,383,891 | ) | (5,466,872 | ) | (44,255 | ) | |||||||
Equity at end of year | ¥ | 15,168,195 | ¥ | 17,111,135 | ¥ | 15,779,536 | $ | 126,402 | |||||||
The following is a summary of the significant adjustments made to equity and net income to reconcile the Japanese GAAP results with U.S. GAAP. The paragraphs below refer to the corresponding items set forth above.
a. Business Combinations
Under Japanese GAAP, the Business Accounting Council issued a Statement of Opinion, “Accounting for Business Combinations” in October 2003 which was effective for fiscal years beginning on or after April 1, 2006. Before this statement, there was no specific accounting standard addressing accounting for business combinations; therefore, companies followed common business practices dictated by the Commercial Code of Japan (the “Code”), currently the Code of the Companies Act.
Under the purchase method, which is generally applied by Japanese companies, goodwill is measured as the excess of purchase price over the carrying values of the individual assets acquired and liabilities assumed at the acquisition date. Subsequently, the goodwill is amortized on a straight-line basis over a number of years that may vary, depending on the nature of the acquired business.
Under U.S. GAAP, all business combinations (excluding combinations of entities under common control) are accounted for using the acquisition method as defined in ASC 805, “Business Combinations.” ASC 805 requires that the net assets, tangible and identifiable intangible assets less liabilities of the acquired company be recorded at fair value, with the excess of the cost of an acquired company over the fair value of the acquired net assets recorded as goodwill. Also, after the adoption of ASC 350, “Intangibles-Goodwill and Other,” goodwill and recognized indefinite-lived intangible assets in a business combination are not amortized, but are tested for impairment at least annually, as well as on an interim basis if events or changes in circumstances indicate that the goodwill or indefinite-lived intangible assets might be impaired. Separate intangible assets that are not deemed to have an indefinite life are amortized over their expected economic life and also tested for impairment.
In 2000, the Company purchased 100% of the outstanding common stock of KK Kizembo (“Kizembo”). In December 2005, the Company purchased 100% of the common stock of Yamato Corporation (“Yamato”). In July 2002, the Company purchased 100% of the common stock of Atlas Co. (“Atlas”) which owned 52.8% of the common stock of Mefos Co. (“Mefos”); subsequently, Atlas acquired the remaining 47.2% of common stock of Mefos in a series of step acquisitions that concluded in December 2005.
In March 2006, the Company and Atlas merged, with the Company as the surviving entity. As a result of the merger, the Company directly held 100% of the common stock of Mefos. Under Japanese GAAP, and in line with the Code, the Company consolidated the net carrying amount of the assets and liabilities of Mefos and wrote off the unamortized amount of goodwill related to the previous acquisition of Atlas and its subsidiary, Mefos.
Under U.S. GAAP, the March 2006 merger between the Company and Atlas was accounted for as a transfer of net assets or equity interests between entities under common control. Such transfer is accounted for by the receiving entity (the Company) at the carrying amounts, including goodwill in the accounts of the transferring entity (Atlas) at the date of the transfer. Consequently, the one-time accelerated goodwill amortization charge is reversed for U.S. GAAP reporting purposes.
On November 1, 2007, the Company completed its merger with Yamato, a wholly owned subsidiary. On April 1, 2008, the Company also completed its merger with its wholly owned subsidiaries, Kizembo and AIM Dining Support Co., Ltd. All assets and liabilities of these entities were transferred to the Company at the appropriate carrying amount and there is no impact on the Company’s consolidated financial statements or the reconciliation to U.S. GAAP.
Goodwill:
The following table presents the carrying amount of goodwill under Japanese GAAP and U.S. GAAP as of March 31, 2015 and 2014:
Thousands of Yen | Thousands of U.S. Dollars | |||||||||||||||||||||||||||||||||||||||
2015 | 2015 | |||||||||||||||||||||||||||||||||||||||
Japanese GAAP | U.S. GAAP | Japanese GAAP | U.S. GAAP | |||||||||||||||||||||||||||||||||||||
Acquired Company | Carrying Amount | Accumulated Amortization | Net Carrying Amount | Carrying Amount, Net of Impairment | Goodwill Related Reconciliation Item | Carrying Amount | Accumulated Amortization | Net Carrying Amount | Carrying Amount, Net of Impairment | Goodwill Related Reconciliation Item | ||||||||||||||||||||||||||||||
Kizembo | ¥ | 482,935 | ¥ | (482,935 | ) | ¥ | — | ¥ | 332,018 | ¥ | 332,018 | $ | 4,024 | $ | (4,024 | ) | $ | — | $ | 2,767 | $ | 2,767 | ||||||||||||||||||
Mefos | 6,175,740 | (5,757,955 | ) | 417,785 | 1,875,532 | 1,457,747 | 51,465 | (47,983 | ) | 3,482 | 15,629 | 12,147 | ||||||||||||||||||||||||||||
Yamato | 2,982,465 | (2,783,893 | ) | 198,572 | 1,918,419 | 1,719,847 | 24,854 | (23,200 | ) | 1,654 | 15,987 | 14,333 | ||||||||||||||||||||||||||||
Total | ¥ | 9,641,140 | ¥ | (9,024,783 | ) | ¥ | 616,357 | ¥ | 4,125,969 | ¥ | 3,509,612 | $ | 80,343 | $ | (75,207 | ) | $ | 5,136 | $ | 34,383 | $ | 29,247 | ||||||||||||||||||
Thousands of Yen | ||||||||||||||||||||
2014 | ||||||||||||||||||||
Japanese GAAP | U.S. GAAP | |||||||||||||||||||
Acquired Company | Carrying Amount | Accumulated Amortization | Net Carrying Amount | Carrying Amount, Net of Impairment | Goodwill Related Reconciliation Item | |||||||||||||||
Kizembo | ¥ | 482,935 | ¥ | (482,935 | ) | ¥ | — | ¥ | 332,018 | ¥ | 332,018 | |||||||||
Mefos | 6,175,740 | (5,638,587 | ) | 537,153 | 1,875,532 | 1,338,379 | ||||||||||||||
Yamato | 2,982,465 | (2,585,323 | ) | 397,142 | 1,918,419 | 1,521,277 | ||||||||||||||
Total | ¥ | 9,641,140 | ¥ | (8,706,845 | ) | ¥ | 934,295 | ¥ | 4,125,969 | ¥ | 3,191,674 | |||||||||
Under Japanese GAAP, goodwill is amortized on a straight-line basis over a period from 10 to 13 years as described in note 2.a., including an accelerated amortization for Atlas in the year ended March 31, 2006, which was reversed under U.S. GAAP.
For U.S. GAAP reporting purposes, the Company recognized goodwill impairment loss of ¥194,000 thousand for the year ended March 31, 2013 in connection with goodwill of Yamato, which represents the office coffee and tea services (the “OCS”) business reporting unit. Goodwill was impaired primarily due to reduced profitability of the OCS business reporting unit resulting from macro and micro economic factors surrounding the OCS business reporting unit.
The amount of the impairment was determined based on the estimated fair value of the OCS business reporting unit using a discounted cash flow model as compared to the carrying amount of the OCS business reporting unit, including goodwill.
For the years ended March 31, 2015, 2014 and 2013, the net income reconciliation item related to goodwill represents the reversal of the goodwill amortization charge amounting to ¥317,938 thousand ($2,649 thousand), ¥317,938 thousand and ¥317,938 thousand, respectively, recorded under Japanese GAAP and the recognition of goodwill impairment loss under U.S.GAAP as referred to above.
Under Japanese GAAP, the estimated aggregate amortization expense for goodwill for the next five years is as follows:
Year Ending March 31 | Thousands of Yen | Thousands of U.S. Dollars | ||||||
2016 | ¥ | 317,938 | $ | 2,649 | ||||
2017 | 119,368 | 995 | ||||||
2018 | 119,368 | 995 | ||||||
2019 | 59,683 | 497 | ||||||
Adjustment to intangible assets:
Under Japanese GAAP, the Company did not recognize identifiable intangible assets, other than goodwill, as part of purchase price allocation in a business combination.
In connection with the above-mentioned acquisitions, under U.S. GAAP, the Company recognized identifiable intangible assets and is amortizing those over the expected economic life of each intangible asset. The table below presents the gross carrying amount, accumulated amortization and net carrying amount, in total and by major class of intangible assets acquired in the above-mentioned business combinations as of March 31, 2015 and 2014:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||||||||||||||||||||||
2015 | 2014 | 2015 | |||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||
Customer contracts | ¥ | 7,366,836 | ¥ | (4,407,424 | ) | ¥ | 2,959,412 | ¥ | 7,366,836 | ¥ | (3,993,503 | ) | ¥ | 3,373,333 | $ | 61,390 | $ | (36,729 | ) | $ | 24,661 | ||||||||||||||
Trademarks | 361,723 | — | 361,723 | 361,723 | — | 361,723 | 3,015 | — | 3,015 | ||||||||||||||||||||||||||
Total | ¥ | 7,728,559 | ¥ | (4,407,424 | ) | ¥ | 3,321,135 | ¥ | 7,728,559 | ¥ | (3,993,503 | ) | ¥ | 3,735,056 | $ | 64,405 | $ | (36,729 | ) | $ | 27,676 | ||||||||||||||
For the years ended March 31, 2015, 2014, and 2013, the net income reconciliation item related to intangible assets represents the intangible assets amortization charge recognized under U.S. GAAP amounting to ¥413,921 thousand ($3,449 thousand), ¥413,921 thousand and ¥413,921 thousand, respectively.
Customer contracts are being amortized on a straight-line basis over periods of 14 to 20 years. Trademarks are not amortized but are tested for impairment at least annually, as well as on an interim basis if events or changes in the circumstances indicate that the trademarks might be impaired.
Under U.S. GAAP, the estimated aggregate amortization expense for intangible assets acquired for the next five years is as follows:
Year Ending March 31 | Thousands of Yen | Thousands of U.S. Dollars | ||||||
2016 | ¥ | 413,921 | $ | 3,449 | ||||
2017 | 413,921 | 3,449 | ||||||
2018 | 413,921 | 3,449 | ||||||
2019 | 413,921 | 3,449 | ||||||
2020 | 413,921 | 3,449 | ||||||
Other adjustment in connection with business combinations:
The following table represents an other adjustment in connection with the Yamato business combination as described above as of March 31, 2015 and 2014:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
As of March 31, 2015 | As of March 31, 2014 | As of March 31, 2015 | |||||||||
Land | ¥ | (24,423 | ) | ¥ | (24,423 | ) | $ | (204 | ) | ||
Business combinations adjustments summary:
The following table summarizes the U.S. GAAP adjustments related to the above-mentioned business combinations:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||||||||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||||||||||||||||||||
As of March 31, 2015 | Year Ended March 31, 2015 | As of March 31, 2014 | Year Ended March 31, 2014 | As of March 31, 2013 | Year Ended March 31, 2013 | As of March 31, 2015 | Year Ended March 31, 2015 | ||||||||||||||||||||||||||
Goodwill | ¥ | 3,509,612 | ¥ | 317,938 | ¥ | 3,191,674 | ¥ | 317,938 | ¥ | 2,873,736 | ¥ | 123,938 | $ | 29,247 | $ | 2,649 | |||||||||||||||||
Intangible assets | 3,321,135 | (413,921 | ) | 3,735,056 | (413,921 | ) | 4,148,977 | (413,921 | ) | 27,676 | (3,449 | ) | |||||||||||||||||||||
Land | (24,423 | ) | — | (24,423 | ) | — | (24,423 | ) | — | (204 | ) | — | |||||||||||||||||||||
Total | ¥ | 6,806,324 | ¥ | (95,983 | ) | ¥ | 6,902,307 | ¥ | (95,983 | ) | ¥ | 6,998,290 | ¥ | (289,983 | ) | $ | 56,719 | $ | (800 | ) | |||||||||||||
b. Accrued Vacation
Japanese GAAP does not specifically require a company to accrue liabilities for future compensated absences (short-term employee benefits). Under U.S. GAAP, in accordance with ASC 710, “Compensation-General,” absences such as vacations are accrued when earned by employees.
c. Employees’ Retirement Benefits
As described in note 2.1, certain revisions were made in the accounting standard for retirement benefits under Japanese GAAP and the Company changed the method of attributing expected benefits to years of service and the calculation method of discount rate accordingly from the beginning of year ended March 31, 2015 in order to align with those methods under U.S. GAAP, resulting in no GAAP difference in the liability for employees' retirement benefits as of March 31, 2015.
However, there are still several differences in the detailed application of these principles. The following represent the most material differences between Japanese GAAP and U.S. GAAP in connection with assumptions used to calculate the pension liability:
(1)Unlike U.S. GAAP, there is no corridor approach and actuarial gain or loss is always amortized under Japanese GAAP.
(2)Under Japanese GAAP, the prior service costs or credits which were recognized as a result of amendments of the pension plans were charged to profit and loss at the date of the amendment. Under U.S. GAAP, the prior service costs or credit were recognized as a charge to other comprehensive income at the date of amendment and amortized as a component of net periodic pension cost over the average remaining service period.
(3)Under Japanese GAAP, it is acceptable to use the same discount rate used in prior year unless there would be a material difference between the projected benefit obligations estimated using the discount rate as of the balance sheet date and the one estimated using the prior year’s discount rate. However, there is no such exception under U.S. GAAP.
The liability for employees’ retirement benefits at March 31, 2015 and 2014, under U.S. GAAP consisted of the following:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||
2015 | 2014 | 2015 | |||||||||
Projected benefit obligation | ¥ | (10,505,162 | ) | ¥ | (10,442,450 | ) | $ | (87,543 | ) | ||
Fair value of plan assets | 9,266,391 | 8,028,910 | 77,220 | ||||||||
Net liability under U.S. GAAP | (1,238,771 | ) | (2,413,540 | ) | (10,323 | ) | |||||
Net liability under Japanese GAAP: | |||||||||||
Employees’ retirement benefits | (1,238,771 | ) | (1,784,428 | ) | (10,323 | ) | |||||
Prepaid pension costs | — | 90,894 | — | ||||||||
Total | (1,238,771 | ) | (1,693,534 | ) | (10,323 | ) | |||||
Equity reconciliation item | ¥ | — | ¥ | (720,006 | ) | $ | — | ||||
Under U.S. GAAP, the components of net periodic benefit costs for the years ended March 31, 2015, 2014 and 2013, are as follows:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Service cost | ¥ | 620,352 | ¥ | 609,354 | ¥ | 676,744 | $ | 5,170 | |||||||
Interest cost | 105,742 | 104,010 | 101,071 | 881 | |||||||||||
Amortization of prior service credit | (25,984 | ) | (27,356 | ) | (26,442 | ) | (217 | ) | |||||||
Expected return on plan assets | (160,578 | ) | (143,967 | ) | (128,097 | ) | (1,338 | ) | |||||||
Recognized actuarial loss | 44,926 | 33,776 | 98,399 | 375 | |||||||||||
Net periodic benefit costs under U.S. GAAP | 584,458 | 575,817 | 721,675 | 4,871 | |||||||||||
Net periodic benefit costs under Japanese GAAP | 609,798 | 720,498 | 820,937 | 5,082 | |||||||||||
Net income reconciliation item | ¥ | (25,340 | ) | ¥ | (144,681 | ) | ¥ | (99,262 | ) | $ | (211 | ) | |||
The U.S. GAAP assumptions used for the years ended March 31, 2015, 2014 and 2013, are set forth below:
2015 | 2014 | 2013 | |||
Discount rate | From 0.7% to 1.1% | From 0.8% to 1.10% | 1.10% | ||
Expected rate of return on plan assets | 2.0% | 2.0% | 2.0% | ||
Amortization period of prior service credit relating to the plan amendment | From 8 to 12 years | From 8 to 12 years | From 8 to 12 years | ||
Recognition period of actuarial gain/loss | From 11 to 12 years | From 11 to 12 years | From 8 to 12 years | ||
d. Capital Leases
Previously, Japanese GAAP permitted finance leases that did not transfer ownership of the leased property to a lessee to be accounted for as operating lease transactions if certain “as if capitalized” information was disclosed in the notes to the lessee’s financial statements. However, as explained in Note 2.m, the new accounting standard for lease required the Company to capitalize finance leases on its consolidated balance sheet.
Finance leases that do not transfer ownership and whose commencement date falls prior to the first year of implementation of this accounting standard may continue to be accounted for as an operating lease with required pro forma disclosure in the notes in accordance with an exception rule in the new accounting standard. Refer to Notes 2.m and 8.
U.S. GAAP requires the application of ASC 840, “Leases,” in order to determine whether a lease should be classified as an operating or capital lease. The Group analyzed its leases in accordance with the criteria specified in ASC 840 and determined that certain of its leases should be capitalized.
The following table presents a summary of the differences between Japanese GAAP and U.S. GAAP for lease-related assets and liabilities as of March 31, 2015, 2014 and 2013, and income statement related information for the years ended March 31, 2015, 2014 and 2013:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Machinery and equipment | ¥ | 6,735 | ¥ | 98,066 | ¥ | 69,451 | $ | 56 | |||||||
Furniture and fixtures | 520,301 | 530,366 | 533,333 | 4,336 | |||||||||||
Other assets | 8,492 | 10,751 | 18,713 | 70 | |||||||||||
Accumulated depreciation | (336,654 | ) | (315,712 | ) | (285,510 | ) | (2,805 | ) | |||||||
Lease obligation | (202,299 | ) | (335,678 | ) | (348,732 | ) | (1,686 | ) | |||||||
Net impact on equity | ¥ | (3,425 | ) | ¥ | (12,207 | ) | ¥ | (12,745 | ) | $ | (29 | ) | |||
Reversal of operating lease expense | ¥ | 112,435 | ¥ | 138,049 | ¥ | 170,842 | $ | 937 | |||||||
Lease asset depreciation under U.S. GAAP | (100,398 | ) | (129,782 | ) | (158,839 | ) | (837 | ) | |||||||
Lease related interest expense under U.S. GAAP | (3,403 | ) | (7,729 | ) | (8,296 | ) | (28 | ) | |||||||
Lease related impact on net income before income tax | ¥ | 8,634 | ¥ | 538 | ¥ | 3,707 | $ | 72 | |||||||
e. Tax Effect of Adjustments
Accounting for income taxes in accordance with Japanese GAAP is substantially similar to accounting for income taxes in accordance with ASC 740, “Income Taxes.” Other than the deferred tax impact related to the U.S. GAAP reconciliation items, there is no material difference in connection with accounting for income taxes resulting from the application of U.S. GAAP.
The following table illustrates the impact on the Japanese GAAP deferred tax assets and liabilities in the Group’s consolidated balance sheets as a result of the U.S. GAAP adjustments as of March 31, 2015 and 2014:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||||||||||
2015 | 2015 | ||||||||||||||||||||||
Japanese GAAP Balances | ASC 740 Applied to U.S. GAAP Adjustments | U.S. GAAP Balances | Japanese GAAP Balances | ASC 740 Applied to U.S. GAAP Adjustments | U.S. GAAP Balances | ||||||||||||||||||
Balance sheet: | |||||||||||||||||||||||
Current deferred tax assets | ¥ | 1,542,068 | ¥ | 853,133 | ¥ | 2,395,201 | $ | 12,851 | $ | 7,109 | $ | 19,960 | |||||||||||
Non-current deferred tax assets | 365,909 | 84,764 | 450,673 | 3,049 | 707 | 3,756 | |||||||||||||||||
Non-current deferred tax liabilities | — | (1,275,946 | ) | (1,275,946 | ) | — | (10,633 | ) | (10,633 | ) | |||||||||||||
Net deferred tax assets | ¥ | 1,907,977 | ¥ | (338,049 | ) | ¥ | 1,569,928 | $ | 15,900 | $ | (2,817 | ) | $ | 13,083 | |||||||||
Thousands of Yen | |||||||||||
2014 | |||||||||||
Japanese GAAP Balances | ASC 740 Applied to U.S. GAAP Adjustments | U.S. GAAP Balances | |||||||||
Balance sheet: | |||||||||||
Current deferred tax assets | ¥ | 1,867,208 | ¥ | 879,391 | ¥ | 2,746,599 | |||||
Non-current deferred tax assets | 691,854 | 22,708 | 714,562 | ||||||||
Non-current deferred tax liabilities | — | (1,077,366 | ) | (1,077,366 | ) | ||||||
Net deferred tax assets | ¥ | 2,559,062 | ¥ | (175,267 | ) | ¥ | 2,383,795 | ||||
Tax effects arising from U.S. GAAP adjustments for the years ended March 31, 2015, 2014 and 2013, were charged or credited to the following items:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Income taxes | ¥ | 230,739 | ¥ | 67,703 | ¥ | 143,326 | $ | 1,923 | |||||||
Other comprehensive income: Employees’ retirement benefits | (246,916 | ) | (192,488 | ) | (253,847 | ) | (2,058 | ) | |||||||
Reversal of adjustment in retained earnings at the beginning of the year under Japanese GAAP | (146,605 | ) | (1,222 | ) | |||||||||||
Total tax effects | ¥ | (162,782 | ) | ¥ | (124,785 | ) | ¥ | (110,521 | ) | $ | (1,357 | ) | |||
Reversal of adjustment in retained earnings is related to the new requirements in the revised accounting standard for retirement benefits under Japanese GAAP, where cumulative effects of the requirements were accounted for as an adjustment to retained earnings at the beginning of the year ended March 31, 2015 as described in note 2.1
U.S. GAAP adjustments related to the reversal of goodwill amortization charges recorded under Japanese GAAP have no tax effect since they are not deductible for tax purposes under Japanese Tax Laws and Regulations.
f. Cash and Cash Equivalents
The adjustment in the statements of cash flows to U.S. GAAP from Japanese GAAP mainly consisted of certain lease transactions which are only accounted for as capital leases under U.S. GAAP. Lease payments related to such are presented in financing activities under U.S. GAAP rather than operating activities under Japanese GAAP.
The following table represents the Group’s condensed consolidated information related to the statements of cash flows under U.S. GAAP for the years ended March 31, 2015, 2014 and 2013:
Thousands of Yen | Thousands of U.S. Dollars | ||||||||||||||
2015 | 2014 | 2013 | 2015 | ||||||||||||
Net cash provided by operating activities | ¥ | 5,279,076 | ¥ | 3,588,766 | ¥ | 3,896,823 | $ | 43,993 | |||||||
Net cash provided by (used in) investing activities | 152,536 | (2,263,186 | ) | 1,916,363 | 1,270 | ||||||||||
Net cash used in financing activities | (5,822,886 | ) | (1,944,589 | ) | (5,929,428 | ) | (48,524 | ) | |||||||
Net decrease in cash and cash equivalents | (391,274 | ) | (619,009 | ) | (116,242 | ) | (3,261 | ) | |||||||
Cash and cash equivalents at beginning of year | 7,090,200 | 7,709,209 | 7,825,451 | 59,085 | |||||||||||
Cash and cash equivalents at end of year | ¥ | 6,698,926 | ¥ | 7,090,200 | ¥ | 7,709,209 | $ | 55,824 | |||||||
g. Recent Accounting Pronouncements to Be Adopted in Future Periods
U.S. GAAP
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 380): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Under the new guidance, only disposals representing a strategic shift in operations that has, or will have, a major effect on the entity’s operations and financial results should be presented as discontinued operations. Additionally, the revised guidance requires additional disclosures for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The effect of this guidance will depend on the nature and significance of transactions after the adoption date.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This new accounting guidance addresses revenue recognition which will supersede the current revenue recognition requirements, including most industry-specific guidance. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The effect of this guidance, as well as the transition method, is being evaluated and will depend upon the method of transition as well as the nature and significance of transactions upon adoption.
Japanese GAAP
In September 2013, the ASBJ issued Accounting Standard--ASBJ Statement No. 21, "Revised Accounting Standard for Business Combinations" and ASBJ Guidance No. 10, "Revised Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures." The new accounting standard revised the treatment of change of non-controlling interest in a subsidiary, the treatment of transaction costs and the recognition of measurement-period adjustments to the provisional amounts. These amendments will be applied from fiscal years beginning after April 1, 2015 and early adoption is permitted. The Company is currently evaluating the potential impact from adopting the standard and guidance on its financial position and results of operations.