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)
|
|
2400 Market Street
|
19103
|
|
Philadelphia,
|
Pennsylvania
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on which Registered
|
|
Common Stock,
|
par value $0.01 per share
|
ARMK
|
New York Stock Exchange
|
Large Accelerated Filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
TABLE OF CONTENTS
|
|||
|
|
|
Page
|
|
|||
|
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|
|
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|
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||
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|
||
|
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|
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|
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|
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|
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|
|||
|
|||
|
|
December 27, 2019
|
|
September 27, 2019
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
264,618
|
|
|
$
|
246,643
|
|
Receivables (less allowances: 2020 - $42,951; 2019 - $49,566)
|
1,971,939
|
|
|
1,806,964
|
|
||
Inventories
|
397,933
|
|
|
411,319
|
|
||
Prepayments and other current assets
|
194,417
|
|
|
193,461
|
|
||
Total current assets
|
2,828,907
|
|
|
2,658,387
|
|
||
Property and Equipment, net
|
2,158,162
|
|
|
2,181,762
|
|
||
Goodwill
|
5,537,025
|
|
|
5,518,800
|
|
||
Other Intangible Assets
|
2,013,773
|
|
|
2,033,566
|
|
||
Operating Lease Right-of-use Assets (see Note 8)
|
561,872
|
|
|
—
|
|
||
Other Assets
|
1,173,326
|
|
|
1,343,806
|
|
||
|
$
|
14,273,065
|
|
|
$
|
13,736,321
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current maturities of long-term borrowings
|
$
|
82,981
|
|
|
$
|
69,928
|
|
Current operating lease liabilities (see Note 8)
|
75,751
|
|
|
—
|
|
||
Accounts payable
|
855,214
|
|
|
999,517
|
|
||
Accrued expenses and other current liabilities
|
1,283,547
|
|
|
1,635,853
|
|
||
Total current liabilities
|
2,297,493
|
|
|
2,705,298
|
|
||
Long-Term Borrowings
|
7,087,720
|
|
|
6,612,239
|
|
||
Noncurrent Operating Lease Liabilities (see Note 8)
|
345,500
|
|
|
—
|
|
||
Deferred Income Taxes and Other Noncurrent Liabilities
|
1,080,768
|
|
|
1,088,822
|
|
||
Redeemable Noncontrolling Interest
|
10,008
|
|
|
9,915
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Common stock, par value $.01 (authorized: 600,000,000 shares; issued: 2020—287,103,477 shares and 2019—282,919,536 shares; and outstanding: 2020—250,064,705 shares and 2019—247,756,091 shares)
|
2,871
|
|
|
2,829
|
|
||
Capital surplus
|
3,311,147
|
|
|
3,236,450
|
|
||
Retained earnings
|
1,223,078
|
|
|
1,107,029
|
|
||
Accumulated other comprehensive loss
|
(195,765
|
)
|
|
(216,965
|
)
|
||
Treasury stock (shares held in treasury: 2020—37,038,772 shares and 2019—35,163,445 shares)
|
(889,755
|
)
|
|
(809,296
|
)
|
||
Total stockholders' equity
|
3,451,576
|
|
|
3,320,047
|
|
||
|
$
|
14,273,065
|
|
|
$
|
13,736,321
|
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Revenue
|
$
|
4,253,597
|
|
|
$
|
4,265,349
|
|
Costs and Expenses:
|
|
|
|
||||
Cost of services provided
|
3,768,113
|
|
|
3,794,445
|
|
||
Depreciation and amortization
|
147,936
|
|
|
150,721
|
|
||
Selling and general corporate expenses
|
83,255
|
|
|
104,130
|
|
||
Gain on sale of Healthcare Technologies
|
—
|
|
|
(157,309
|
)
|
||
|
3,999,304
|
|
|
3,891,987
|
|
||
Operating income
|
254,293
|
|
|
373,362
|
|
||
Interest and Other Financing Costs, net
|
79,585
|
|
|
82,978
|
|
||
Income Before Income Taxes
|
174,708
|
|
|
290,384
|
|
||
Provision for Income Taxes
|
28,825
|
|
|
39,708
|
|
||
Net income
|
145,883
|
|
|
250,676
|
|
||
Less: Net income (loss) attributable to noncontrolling interest
|
122
|
|
|
(6
|
)
|
||
Net income attributable to Aramark stockholders
|
$
|
145,761
|
|
|
$
|
250,682
|
|
|
|
|
|
||||
Earnings per share attributable to Aramark stockholders:
|
|
|
|
||||
Basic
|
$
|
0.59
|
|
|
$
|
1.02
|
|
Diluted
|
$
|
0.57
|
|
|
$
|
0.99
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic
|
248,731
|
|
|
246,887
|
|
||
Diluted
|
254,121
|
|
|
253,656
|
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Net income
|
$
|
145,883
|
|
|
$
|
250,676
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Pension plan adjustments
|
(285
|
)
|
|
753
|
|
||
Foreign currency translation adjustments
|
14,585
|
|
|
(18,007
|
)
|
||
Fair value of cash flow hedges
|
6,753
|
|
|
(24,239
|
)
|
||
Share of equity investee's comprehensive income (loss)
|
147
|
|
|
(280
|
)
|
||
Other comprehensive income (loss), net of tax
|
21,200
|
|
|
(41,773
|
)
|
||
Comprehensive income
|
167,083
|
|
|
208,903
|
|
||
Less: Net income (loss) attributable to noncontrolling interest
|
122
|
|
|
(6
|
)
|
||
Comprehensive income attributable to Aramark stockholders
|
$
|
166,961
|
|
|
$
|
208,909
|
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
145,883
|
|
|
$
|
250,676
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
147,936
|
|
|
150,721
|
|
||
Deferred income taxes
|
29,432
|
|
|
(5,764
|
)
|
||
Share-based compensation expense
|
14,116
|
|
|
18,562
|
|
||
Net gain on sale of Healthcare Technologies
|
—
|
|
|
(140,165
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts Receivable
|
(155,284
|
)
|
|
(145,634
|
)
|
||
Inventories
|
14,199
|
|
|
(7,858
|
)
|
||
Prepayments and Other Current Assets
|
(2,224
|
)
|
|
(47
|
)
|
||
Accounts Payable
|
(141,235
|
)
|
|
(132,285
|
)
|
||
Accrued Expenses
|
(359,801
|
)
|
|
(150,229
|
)
|
||
Payments made to clients on contracts
|
(10,006
|
)
|
|
(22,422
|
)
|
||
Other operating activities
|
7,500
|
|
|
(19,217
|
)
|
||
Net cash used in operating activities
|
(309,484
|
)
|
|
(203,662
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment and other
|
(99,196
|
)
|
|
(114,400
|
)
|
||
Disposals of property and equipment
|
3,646
|
|
|
954
|
|
||
Proceeds from divestiture
|
—
|
|
|
293,711
|
|
||
Acquisition of certain businesses, net of cash acquired
|
(7,102
|
)
|
|
(5,257
|
)
|
||
Proceeds from governmental agencies related to property and equipment
|
15,250
|
|
|
16,200
|
|
||
Other investing activities
|
51
|
|
|
2,943
|
|
||
Net cash (used in) provided by investing activities
|
(87,351
|
)
|
|
194,151
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term borrowings
|
58,671
|
|
|
72,723
|
|
||
Payments of long-term borrowings
|
(38,385
|
)
|
|
(314,031
|
)
|
||
Net change in funding under the Receivables Facility
|
450,000
|
|
|
390,000
|
|
||
Payments of dividends
|
(27,483
|
)
|
|
(27,161
|
)
|
||
Proceeds from issuance of common stock
|
26,089
|
|
|
1,077
|
|
||
Repurchase of common stock
|
—
|
|
|
(50,000
|
)
|
||
Other financing activities
|
(57,329
|
)
|
|
(24,489
|
)
|
||
Net cash provided by financing activities
|
411,563
|
|
|
48,119
|
|
||
Effect of foreign exchange rates on cash and cash equivalents
|
3,247
|
|
|
(3,752
|
)
|
||
Increase in cash and cash equivalents
|
17,975
|
|
|
34,856
|
|
||
Cash and cash equivalents, beginning of period
|
246,643
|
|
|
215,025
|
|
||
Cash and cash equivalents, end of period
|
$
|
264,618
|
|
|
$
|
249,881
|
|
|
Three Months Ended
|
||||||
(dollars in millions)
|
December 27, 2019
|
|
December 28, 2018
|
||||
Interest paid
|
$
|
87.3
|
|
|
$
|
80.2
|
|
Income taxes paid
|
$
|
15.7
|
|
|
$
|
57.7
|
|
|
Total Stockholders' Equity
|
|
Common Stock
|
|
Capital Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
||||||||||||
Balance, September 27, 2019
|
$
|
3,320,047
|
|
|
$
|
2,829
|
|
|
$
|
3,236,450
|
|
|
$
|
1,107,029
|
|
|
$
|
(216,965
|
)
|
|
$
|
(809,296
|
)
|
Net income attributable to Aramark stockholders
|
145,761
|
|
|
|
|
|
|
145,761
|
|
|
|
|
|
||||||||||
Other comprehensive income
|
21,200
|
|
|
|
|
|
|
|
|
21,200
|
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
60,623
|
|
|
42
|
|
|
60,581
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
14,116
|
|
|
|
|
14,116
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(80,459
|
)
|
|
|
|
|
|
|
|
|
|
(80,459
|
)
|
||||||||||
Payments of dividends
|
(29,712
|
)
|
|
|
|
|
|
(29,712
|
)
|
|
|
|
|
||||||||||
Balance, December 27, 2019
|
$
|
3,451,576
|
|
|
$
|
2,871
|
|
|
$
|
3,311,147
|
|
|
$
|
1,223,078
|
|
|
$
|
(195,765
|
)
|
|
$
|
(889,755
|
)
|
|
Total Stockholders' Equity
|
|
Common Stock
|
|
Capital Surplus
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury Stock
|
||||||||||||
Balance, September 28, 2018
|
$
|
3,029,558
|
|
|
$
|
2,793
|
|
|
$
|
3,132,421
|
|
|
$
|
710,519
|
|
|
$
|
(91,223
|
)
|
|
$
|
(724,952
|
)
|
Adoption of new accounting standard
|
58,395
|
|
|
|
|
|
|
58,395
|
|
|
|
|
|
||||||||||
Net income attributable to Aramark stockholders
|
250,682
|
|
|
|
|
|
|
250,682
|
|
|
|
|
|
||||||||||
Other comprehensive loss
|
(41,773
|
)
|
|
|
|
|
|
|
|
(41,773
|
)
|
|
|
||||||||||
Capital contributions from issuance of common stock
|
3,510
|
|
|
14
|
|
|
3,496
|
|
|
|
|
|
|
|
|||||||||
Share-based compensation expense
|
18,562
|
|
|
|
|
18,562
|
|
|
|
|
|
|
|
||||||||||
Repurchases of Common Stock
|
(71,884
|
)
|
|
|
|
|
|
|
|
|
|
(71,884
|
)
|
||||||||||
Payments of dividends
|
(29,157
|
)
|
|
|
|
|
|
(29,157
|
)
|
|
|
|
|
||||||||||
Balance, December 28, 2018
|
$
|
3,217,893
|
|
|
$
|
2,807
|
|
|
$
|
3,154,479
|
|
|
$
|
990,439
|
|
|
$
|
(132,996
|
)
|
|
$
|
(796,836
|
)
|
|
Three Months Ended
|
||||||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||||||||||
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
|
Pre-Tax Amount
|
Tax Effect
|
After-Tax Amount
|
||||||||
Net income
|
|
|
$
|
145,883
|
|
|
|
|
$
|
250,676
|
|
||||
Pension plan adjustments
|
(285
|
)
|
—
|
|
(285
|
)
|
|
753
|
|
—
|
|
753
|
|
||
Foreign currency translation adjustments
|
14,354
|
|
231
|
|
14,585
|
|
|
(17,876
|
)
|
(131
|
)
|
(18,007
|
)
|
||
Fair value of cash flow hedges
|
9,126
|
|
(2,373
|
)
|
6,753
|
|
|
(32,702
|
)
|
8,463
|
|
(24,239
|
)
|
||
Share of equity investee's comprehensive income (loss)
|
147
|
|
—
|
|
147
|
|
|
(280
|
)
|
—
|
|
(280
|
)
|
||
Other comprehensive income (loss)
|
23,342
|
|
(2,142
|
)
|
21,200
|
|
|
(50,105
|
)
|
8,332
|
|
(41,773
|
)
|
||
Comprehensive income
|
|
|
167,083
|
|
|
|
|
208,903
|
|
||||||
Less: Net income (loss) attributable to noncontrolling interest
|
|
|
122
|
|
|
|
|
(6
|
)
|
||||||
Comprehensive income attributable to Aramark stockholders
|
|
|
$
|
166,961
|
|
|
|
|
$
|
208,909
|
|
|
December 27, 2019
|
|
September 27, 2019
|
||||
Pension plan adjustments
|
$
|
(47,507
|
)
|
|
$
|
(47,222
|
)
|
Foreign currency translation adjustments
|
(113,534
|
)
|
|
(128,119
|
)
|
||
Cash flow hedges
|
(24,303
|
)
|
|
(31,056
|
)
|
||
Share of equity investee's accumulated other comprehensive loss
|
(10,421
|
)
|
|
(10,568
|
)
|
||
|
$
|
(195,765
|
)
|
|
$
|
(216,965
|
)
|
Segment
|
September 27, 2019
|
|
Acquisitions
|
|
Translation
|
|
December 27, 2019
|
||||||||
FSS United States
|
$
|
3,949,218
|
|
|
$
|
728
|
|
|
$
|
15
|
|
|
$
|
3,949,961
|
|
FSS International
|
608,468
|
|
|
220
|
|
|
17,101
|
|
|
625,789
|
|
||||
Uniform
|
961,114
|
|
|
40
|
|
|
121
|
|
|
961,275
|
|
||||
|
$
|
5,518,800
|
|
|
$
|
988
|
|
|
$
|
17,237
|
|
|
$
|
5,537,025
|
|
|
December 27, 2019
|
|
September 27, 2019
|
||||||||||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Customer relationship assets
|
$
|
2,189,753
|
|
|
$
|
(1,221,563
|
)
|
|
$
|
968,190
|
|
|
$
|
2,183,492
|
|
|
$
|
(1,193,525
|
)
|
|
$
|
989,967
|
|
Trade names
|
1,050,801
|
|
|
(5,218
|
)
|
|
1,045,583
|
|
|
1,047,959
|
|
|
(4,360
|
)
|
|
1,043,599
|
|
||||||
|
$
|
3,240,554
|
|
|
$
|
(1,226,781
|
)
|
|
$
|
2,013,773
|
|
|
$
|
3,231,451
|
|
|
$
|
(1,197,885
|
)
|
|
$
|
2,033,566
|
|
|
|
December 27, 2019
|
|
September 27, 2019
|
||||
Senior secured revolving credit facility, due October 2023
|
|
$
|
78,711
|
|
|
$
|
51,410
|
|
Senior secured term loan facility, due October 2023
|
|
506,463
|
|
|
507,887
|
|
||
Senior secured term loan facility, due March 2024
|
|
829,535
|
|
|
829,344
|
|
||
Senior secured term loan facility, due March 2025
|
|
1,658,308
|
|
|
1,658,026
|
|
||
5.125% senior notes, due January 2024
|
|
902,213
|
|
|
902,351
|
|
||
5.000% senior notes, due April 2025
|
|
592,398
|
|
|
592,087
|
|
||
3.125% senior notes, due April 2025(1)
|
|
360,128
|
|
|
352,363
|
|
||
4.750% senior notes, due June 2026
|
|
494,898
|
|
|
494,731
|
|
||
5.000% senior notes, due February 2028
|
|
1,137,923
|
|
|
1,137,625
|
|
||
Receivables Facility, due May 2021
|
|
450,000
|
|
|
—
|
|
||
Finance leases
|
|
142,552
|
|
|
148,754
|
|
||
Other
|
|
17,572
|
|
|
7,589
|
|
||
|
|
7,170,701
|
|
|
6,682,167
|
|
||
Less—current portion
|
|
(82,981
|
)
|
|
(69,928
|
)
|
||
|
|
$
|
7,087,720
|
|
|
$
|
6,612,239
|
|
(1)
|
This is a Euro denominated borrowing.
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Interest rate swap agreements
|
$
|
6,926
|
|
|
$
|
(31,000
|
)
|
|
|
Balance Sheet Location
|
|
December 27, 2019
|
|
September 27, 2019
|
||||
ASSETS
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Noncurrent Assets
|
|
$
|
200
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
Prepayments and other current assets
|
|
166
|
|
|
64
|
|
||
Gasoline and diesel fuel agreements
|
|
Prepayments and other current assets
|
|
2,652
|
|
|
—
|
|
||
|
|
|
|
$
|
3,018
|
|
|
$
|
64
|
|
LIABILITIES
|
|
|
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Other Noncurrent Liabilities
|
|
$
|
31,996
|
|
|
$
|
43,112
|
|
|
|
|
|
|
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Accounts payable
|
|
—
|
|
|
462
|
|
||
|
|
|
|
$
|
31,996
|
|
|
$
|
43,574
|
|
|
|
|
|
Three Months Ended
|
||||||
|
|
Income Statement Location
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
Designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swap agreements
|
|
Interest and Other Financing Costs, net
|
|
$
|
2,200
|
|
|
$
|
(1,702
|
)
|
Not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Gasoline and diesel fuel agreements
|
|
Costs of services provided / Selling and general corporate expenses
|
|
(3,798
|
)
|
|
9,144
|
|
||
Foreign currency forward exchange contracts
|
|
Interest and Other Financing Costs, net
|
|
(102
|
)
|
|
178
|
|
||
|
|
|
|
(3,900
|
)
|
|
9,322
|
|
||
|
|
|
|
$
|
(1,700
|
)
|
|
$
|
7,620
|
|
|
|
Three Months Ended
|
||||||
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
FSS United States:
|
|
|
|
|
||||
Business & Industry
|
|
$
|
405.5
|
|
|
$
|
399.9
|
|
Education
|
|
1,001.1
|
|
|
1,016.3
|
|
||
Healthcare
|
|
227.2
|
|
|
263.3
|
|
||
Sports, Leisure & Corrections
|
|
608.9
|
|
|
594.3
|
|
||
Facilities & Other
|
|
396.3
|
|
|
386.5
|
|
||
Total FSS United States
|
|
2,639.0
|
|
|
2,660.3
|
|
||
|
|
|
|
|
||||
FSS International:
|
|
|
|
|
||||
Europe
|
|
502.7
|
|
|
520.1
|
|
||
Rest of World
|
|
443.5
|
|
|
433.0
|
|
||
Total FSS International
|
|
946.2
|
|
|
953.1
|
|
||
|
|
|
|
|
||||
Uniform
|
|
668.4
|
|
|
651.9
|
|
||
|
|
|
|
|
||||
Total Revenue
|
|
$
|
4,253.6
|
|
|
$
|
4,265.3
|
|
|
|
Balance, September 27, 2019
|
|
Add: Net increase in current period deferred income
|
|
Less: Recognition of deferred income
|
|
Balance, December 27, 2019
|
||||||
Deferred income
|
|
$
|
319.0
|
|
|
240.3
|
|
|
(405.6
|
)
|
|
$
|
153.7
|
|
•
|
the simplified approach to not recast comparative periods and to apply the new lease standard on a prospective basis beginning in the year of initial adoption;
|
•
|
the package of practical expedients to not reassess the lease determination, lease classification or initial direct costs for leases commenced prior to adoption;
|
•
|
the component election to not separate lease and nonlease components in all arrangements that contain a lease; and
|
•
|
the short-term lease recognition exemption whereby lease-related assets and liabilities are not recognized for arrangements with initial lease terms of one year or less.
|
Leases
|
|
Balance Sheet Location
|
|
December 27, 2019
|
||
Assets:
|
|
|
|
|
||
Operating
|
|
Operating Lease Right-of-use Assets
|
|
$
|
561,872
|
|
Finance
|
|
Property and Equipment, net
|
|
134,539
|
|
|
Total lease assets
|
|
|
|
$
|
696,411
|
|
Liabilities:
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Current operating lease liabilities
|
|
$
|
75,751
|
|
Finance
|
|
Current maturities of long-term borrowings
|
|
30,928
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Noncurrent Operating Lease Liabilities
|
|
345,500
|
|
|
Finance
|
|
Long-term borrowings
|
|
111,624
|
|
|
Total lease liabilities
|
|
|
|
$
|
563,803
|
|
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
|
|
|
||
Operating leases
|
|
|
|
9.1
|
|
|
Finance leases
|
|
|
|
8.5
|
|
|
Weighted average discount rate
|
|
|
|
|
||
Operating leases
|
|
|
|
3.6
|
%
|
|
Finance leases
|
|
|
|
4.1
|
%
|
|
|
|
|
Three Months Ended
|
||
Lease Cost
|
|
Income Statement Location
|
|
December 27, 2019
|
||
Operating lease cost1:
|
|
|
|
|
||
Fixed lease costs
|
|
Cost of services provided
|
|
$
|
29,529
|
|
Variable lease costs2
|
|
Cost of services provided
|
|
196,625
|
|
|
Short-term lease costs
|
|
Cost of services provided
|
|
21,330
|
|
|
Finance lease cost3:
|
|
|
|
|
||
Amortization of right-of-use-assets
|
|
Depreciation and amortization
|
|
7,087
|
|
|
Interest on lease liabilities
|
|
Interest and Other Financing Costs, net
|
|
1,291
|
|
|
Net lease cost
|
|
|
|
$
|
255,862
|
|
(1)
|
Excludes sublease income, which is immaterial.
|
(2)
|
Includes $193.6 million of costs related to leases associated with revenue contracts with customers. These costs represent the rent the Company pays its clients to operate at their locations, typically based on a percentage of sales.
|
(3)
|
Excludes variable lease costs, which are immaterial.
|
|
|
Three Months Ended
|
||
|
|
December 27, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
245,284
|
|
Operating cash flows from finance leases
|
|
1,270
|
|
|
Financing cash flows from finance leases
|
|
8,613
|
|
|
Right-of-use lease assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
23,768
|
|
Finance leases
|
|
1,722
|
|
|
Operating leases
|
|
Finance leases
|
|
Total
|
||||||
Remainder of 2020
|
$
|
68,984
|
|
|
$
|
18,818
|
|
|
$
|
87,802
|
|
2021
|
76,092
|
|
|
35,769
|
|
|
111,861
|
|
|||
2022
|
58,588
|
|
|
19,827
|
|
|
78,415
|
|
|||
2023
|
46,282
|
|
|
16,558
|
|
|
62,840
|
|
|||
2024
|
38,567
|
|
|
14,042
|
|
|
52,609
|
|
|||
Thereafter
|
213,448
|
|
|
52,396
|
|
|
265,844
|
|
|||
Total future minimum lease payments
|
501,961
|
|
|
157,410
|
|
|
659,371
|
|
|||
Less: Interest
|
(80,710
|
)
|
|
(14,858
|
)
|
|
(95,568
|
)
|
|||
Present value of lease liabilities
|
$
|
421,251
|
|
|
$
|
142,552
|
|
|
$
|
563,803
|
|
2020
|
$
|
101,061
|
|
2021
|
74,908
|
|
|
2022
|
56,765
|
|
|
2023
|
43,795
|
|
|
2024
|
36,215
|
|
|
2025-Thereafter
|
214,818
|
|
|
Total minimum rental obligations
|
$
|
527,562
|
|
|
|
Three Months Ended
|
||||||
|
|
December 27, 2019
|
|
December 28, 2018
|
||||
TBOs
|
|
$
|
2.9
|
|
|
$
|
5.3
|
|
RSUs
|
|
8.1
|
|
|
8.9
|
|
||
PSUs
|
|
2.6
|
|
|
3.8
|
|
||
Deferred Stock Units
|
|
0.5
|
|
|
0.6
|
|
||
|
|
$
|
14.1
|
|
|
$
|
18.6
|
|
|
|
|
|
|
||||
Taxes related to share-based compensation
|
|
$
|
3.5
|
|
|
$
|
4.6
|
|
Cash Received from Option Exercises
|
|
26.1
|
|
|
1.1
|
|
||
Tax Benefit on Share Deliveries
|
|
18.6
|
|
|
1.3
|
|
|
|
Shares Granted (in millions)
|
|
Weighted-Average Grant-Date Fair Value (dollars per share)
|
|||
TBOs
|
|
1.5
|
|
|
$
|
9.49
|
|
RSUs
|
|
1.1
|
|
|
$
|
42.40
|
|
PSUs(1)(2)
|
|
0.9
|
|
|
$
|
45.03
|
|
|
|
3.5
|
|
|
|
(1)
|
Includes approximately 0.3 million shares resulting from the payout of the 2017 PSU grants due to exceeding the adjusted earnings per share target.
|
(2)
|
During the first quarter of fiscal 2020, the Company granted PSUs subject to the level of achievement of adjusted revenue growth, adjusted operating income growth, return on invested capital and a total shareholder return multiplier for the cumulative three year performance period and the participant's continued employment with the Company. The Company is accounting for this award as a market-based award which was valued utilizing the Monte Carlo Simulation pricing model, which calculates multiple potential outcomes for an award and establishes fair value based on the most likely outcome.
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Earnings:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
145,761
|
|
|
$
|
250,682
|
|
Shares:
|
|
|
|
||||
Basic weighted-average shares outstanding
|
248,731
|
|
|
246,887
|
|
||
Effect of dilutive securities
|
5,390
|
|
|
6,769
|
|
||
Diluted weighted-average shares outstanding
|
254,121
|
|
|
253,656
|
|
||
|
|
|
|
||||
Basic Earnings Per Share:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
0.59
|
|
|
$
|
1.02
|
|
Diluted Earnings Per Share:
|
|
|
|
||||
Net income attributable to Aramark stockholders
|
$
|
0.57
|
|
|
$
|
0.99
|
|
|
Revenue
|
||||||
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
FSS United States
|
$
|
2,639.0
|
|
|
$
|
2,660.3
|
|
FSS International
|
946.2
|
|
|
953.1
|
|
||
Uniform
|
668.4
|
|
|
651.9
|
|
||
|
$
|
4,253.6
|
|
|
$
|
4,265.3
|
|
|
Operating Income
|
||||||
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
FSS United States
|
$
|
185.9
|
|
|
$
|
363.7
|
|
FSS International
|
43.7
|
|
|
11.5
|
|
||
Uniform
|
53.3
|
|
|
52.7
|
|
||
|
282.9
|
|
|
427.9
|
|
||
Corporate
|
(28.6
|
)
|
|
(54.5
|
)
|
||
Operating Income
|
254.3
|
|
|
373.4
|
|
||
Interest and Other Financing Costs, net
|
79.6
|
|
|
83.0
|
|
||
Income Before Income Taxes
|
$
|
174.7
|
|
|
$
|
290.4
|
|
•
|
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
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
35,168
|
|
|
$
|
33,544
|
|
|
$
|
195,901
|
|
|
$
|
—
|
|
|
$
|
264,618
|
|
Receivables
|
—
|
|
|
1,388
|
|
|
551,947
|
|
|
1,418,604
|
|
|
—
|
|
|
1,971,939
|
|
||||||
Inventories
|
—
|
|
|
15,567
|
|
|
284,698
|
|
|
97,668
|
|
|
—
|
|
|
397,933
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
46,536
|
|
|
68,272
|
|
|
79,609
|
|
|
—
|
|
|
194,417
|
|
||||||
Total current assets
|
5
|
|
|
98,659
|
|
|
938,461
|
|
|
1,791,782
|
|
|
—
|
|
|
2,828,907
|
|
||||||
Property and Equipment, net
|
—
|
|
|
43,896
|
|
|
1,763,268
|
|
|
350,998
|
|
|
—
|
|
|
2,158,162
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,695,304
|
|
|
668,617
|
|
|
—
|
|
|
5,537,025
|
|
||||||
Investment in and Advances to Subsidiaries
|
3,451,571
|
|
|
6,532,122
|
|
|
—
|
|
|
745,792
|
|
|
(10,729,485
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
21,526
|
|
|
1,804,342
|
|
|
187,905
|
|
|
—
|
|
|
2,013,773
|
|
||||||
Operating Lease Right-of-use Assets
|
—
|
|
|
20,700
|
|
|
457,597
|
|
|
83,575
|
|
|
—
|
|
|
561,872
|
|
||||||
Other Assets
|
—
|
|
|
18,440
|
|
|
798,897
|
|
|
357,991
|
|
|
(2,002
|
)
|
|
1,173,326
|
|
||||||
|
$
|
3,451,576
|
|
|
$
|
6,908,447
|
|
|
$
|
10,457,869
|
|
|
$
|
4,186,660
|
|
|
$
|
(10,731,487
|
)
|
|
$
|
14,273,065
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
6,662
|
|
|
$
|
27,491
|
|
|
$
|
48,828
|
|
|
$
|
—
|
|
|
$
|
82,981
|
|
Current operating lease liabilities
|
—
|
|
|
2,194
|
|
|
54,742
|
|
|
18,815
|
|
|
—
|
|
|
75,751
|
|
||||||
Accounts payable
|
—
|
|
|
128,402
|
|
|
421,271
|
|
|
305,541
|
|
|
—
|
|
|
855,214
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
208,474
|
|
|
710,173
|
|
|
364,812
|
|
|
88
|
|
|
1,283,547
|
|
||||||
Total current liabilities
|
—
|
|
|
345,732
|
|
|
1,213,677
|
|
|
737,996
|
|
|
88
|
|
|
2,297,493
|
|
||||||
Long-term Borrowings
|
—
|
|
|
6,076,564
|
|
|
76,619
|
|
|
934,537
|
|
|
—
|
|
|
7,087,720
|
|
||||||
Noncurrent Operating Lease Liabilities
|
—
|
|
|
17,348
|
|
|
263,244
|
|
|
64,908
|
|
|
—
|
|
|
345,500
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
366,329
|
|
|
549,167
|
|
|
165,272
|
|
|
—
|
|
|
1,080,768
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,411,209
|
|
|
385,850
|
|
|
(4,797,059
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
10,008
|
|
|
—
|
|
|
—
|
|
|
10,008
|
|
||||||
Total Stockholders' Equity
|
3,451,576
|
|
|
102,474
|
|
|
3,933,945
|
|
|
1,898,097
|
|
|
(5,934,516
|
)
|
|
3,451,576
|
|
||||||
|
$
|
3,451,576
|
|
|
$
|
6,908,447
|
|
|
$
|
10,457,869
|
|
|
$
|
4,186,660
|
|
|
$
|
(10,731,487
|
)
|
|
$
|
14,273,065
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
5
|
|
|
$
|
33,510
|
|
|
$
|
40,544
|
|
|
$
|
172,584
|
|
|
$
|
—
|
|
|
$
|
246,643
|
|
Receivables
|
—
|
|
|
1,966
|
|
|
522,627
|
|
|
1,282,371
|
|
|
—
|
|
|
1,806,964
|
|
||||||
Inventories
|
—
|
|
|
15,804
|
|
|
301,091
|
|
|
94,424
|
|
|
—
|
|
|
411,319
|
|
||||||
Prepayments and other current assets
|
—
|
|
|
27,164
|
|
|
82,666
|
|
|
83,631
|
|
|
—
|
|
|
193,461
|
|
||||||
Total current assets
|
5
|
|
|
78,444
|
|
|
946,928
|
|
|
1,633,010
|
|
|
—
|
|
|
2,658,387
|
|
||||||
Property and Equipment, net
|
—
|
|
|
43,329
|
|
|
1,784,410
|
|
|
354,023
|
|
|
—
|
|
|
2,181,762
|
|
||||||
Goodwill
|
—
|
|
|
173,104
|
|
|
4,694,549
|
|
|
651,147
|
|
|
—
|
|
|
5,518,800
|
|
||||||
Investment in and Advances to Subsidiaries
|
3,320,042
|
|
|
6,649,119
|
|
|
—
|
|
|
717,228
|
|
|
(10,686,389
|
)
|
|
—
|
|
||||||
Other Intangible Assets
|
—
|
|
|
29,684
|
|
|
1,819,315
|
|
|
184,567
|
|
|
—
|
|
|
2,033,566
|
|
||||||
Other Assets
|
—
|
|
|
20,382
|
|
|
979,350
|
|
|
346,076
|
|
|
(2,002
|
)
|
|
1,343,806
|
|
||||||
|
$
|
3,320,047
|
|
|
$
|
6,994,062
|
|
|
$
|
10,224,552
|
|
|
$
|
3,886,051
|
|
|
$
|
(10,688,391
|
)
|
|
$
|
13,736,321
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term borrowings
|
$
|
—
|
|
|
$
|
6,256
|
|
|
$
|
27,924
|
|
|
$
|
35,748
|
|
|
$
|
—
|
|
|
$
|
69,928
|
|
Accounts payable
|
—
|
|
|
127,640
|
|
|
507,903
|
|
|
363,974
|
|
|
—
|
|
|
999,517
|
|
||||||
Accrued expenses and other current liabilities
|
—
|
|
|
241,523
|
|
|
1,030,074
|
|
|
364,168
|
|
|
88
|
|
|
1,635,853
|
|
||||||
Total current liabilities
|
—
|
|
|
375,419
|
|
|
1,565,901
|
|
|
763,890
|
|
|
88
|
|
|
2,705,298
|
|
||||||
Long-term Borrowings
|
—
|
|
|
6,090,487
|
|
|
82,394
|
|
|
439,358
|
|
|
—
|
|
|
6,612,239
|
|
||||||
Deferred Income Taxes and Other Noncurrent Liabilities
|
—
|
|
|
380,453
|
|
|
569,409
|
|
|
138,960
|
|
|
—
|
|
|
1,088,822
|
|
||||||
Intercompany Payable
|
—
|
|
|
—
|
|
|
4,187,591
|
|
|
726,464
|
|
|
(4,914,055
|
)
|
|
—
|
|
||||||
Redeemable Noncontrolling Interest
|
—
|
|
|
—
|
|
|
9,915
|
|
|
—
|
|
|
—
|
|
|
9,915
|
|
||||||
Total Stockholders' Equity
|
3,320,047
|
|
|
147,703
|
|
|
3,809,342
|
|
|
1,817,379
|
|
|
(5,774,424
|
)
|
|
3,320,047
|
|
||||||
|
$
|
3,320,047
|
|
|
$
|
6,994,062
|
|
|
$
|
10,224,552
|
|
|
$
|
3,886,051
|
|
|
$
|
(10,688,391
|
)
|
|
$
|
13,736,321
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
268,435
|
|
|
$
|
2,840,056
|
|
|
$
|
1,145,106
|
|
|
$
|
—
|
|
|
$
|
4,253,597
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
246,308
|
|
|
2,473,177
|
|
|
1,048,628
|
|
|
—
|
|
|
3,768,113
|
|
||||||
Depreciation and amortization
|
—
|
|
|
11,944
|
|
|
109,237
|
|
|
26,755
|
|
|
—
|
|
|
147,936
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
30,179
|
|
|
46,240
|
|
|
6,836
|
|
|
—
|
|
|
83,255
|
|
||||||
Interest and other financing costs, net
|
—
|
|
|
74,769
|
|
|
645
|
|
|
4,171
|
|
|
—
|
|
|
79,585
|
|
||||||
Expense allocations
|
—
|
|
|
(69,599
|
)
|
|
65,378
|
|
|
4,221
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
293,601
|
|
|
2,694,677
|
|
|
1,090,611
|
|
|
—
|
|
|
4,078,889
|
|
||||||
Income (Loss) before Income Tax
|
—
|
|
|
(25,166
|
)
|
|
145,379
|
|
|
54,495
|
|
|
—
|
|
|
174,708
|
|
||||||
Provision (Benefit) for Income Taxes
|
—
|
|
|
(7,352
|
)
|
|
22,209
|
|
|
13,968
|
|
|
—
|
|
|
28,825
|
|
||||||
Equity in Net Income of Subsidiaries
|
145,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145,761
|
)
|
|
—
|
|
||||||
Net income (loss)
|
145,761
|
|
|
(17,814
|
)
|
|
123,170
|
|
|
40,527
|
|
|
(145,761
|
)
|
|
145,883
|
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||||
Net income (loss) attributable to Aramark stockholders
|
145,761
|
|
|
(17,814
|
)
|
|
123,048
|
|
|
40,527
|
|
|
(145,761
|
)
|
|
145,761
|
|
||||||
Other comprehensive income, net of tax
|
21,200
|
|
|
8,018
|
|
|
1,486
|
|
|
36,544
|
|
|
(46,048
|
)
|
|
21,200
|
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
166,961
|
|
|
$
|
(9,796
|
)
|
|
$
|
124,534
|
|
|
$
|
77,071
|
|
|
$
|
(191,809
|
)
|
|
$
|
166,961
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
268,522
|
|
|
$
|
2,848,927
|
|
|
$
|
1,147,900
|
|
|
$
|
—
|
|
|
$
|
4,265,349
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of services provided
|
—
|
|
|
246,609
|
|
|
2,464,602
|
|
|
1,083,234
|
|
|
—
|
|
|
3,794,445
|
|
||||||
Depreciation and amortization
|
—
|
|
|
4,472
|
|
|
120,982
|
|
|
25,267
|
|
|
—
|
|
|
150,721
|
|
||||||
Selling and general corporate expenses
|
—
|
|
|
55,742
|
|
|
41,552
|
|
|
6,836
|
|
|
—
|
|
|
104,130
|
|
||||||
Gain on sale of Healthcare Technologies
|
—
|
|
|
—
|
|
|
(157,309
|
)
|
|
—
|
|
|
—
|
|
|
(157,309
|
)
|
||||||
Interest and other financing costs, net
|
—
|
|
|
78,560
|
|
|
971
|
|
|
3,447
|
|
|
—
|
|
|
82,978
|
|
||||||
Expense allocations
|
—
|
|
|
(230,589
|
)
|
|
225,801
|
|
|
4,788
|
|
|
—
|
|
|
—
|
|
||||||
|
—
|
|
|
154,794
|
|
|
2,696,599
|
|
|
1,123,572
|
|
|
—
|
|
|
3,974,965
|
|
||||||
Income before Income Taxes
|
—
|
|
|
113,728
|
|
|
152,328
|
|
|
24,328
|
|
|
—
|
|
|
290,384
|
|
||||||
Provision for Income Taxes
|
—
|
|
|
8,741
|
|
|
25,000
|
|
|
5,967
|
|
|
—
|
|
|
39,708
|
|
||||||
Equity in Net Income of Subsidiaries
|
250,682
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,682
|
)
|
|
—
|
|
||||||
Net income
|
250,682
|
|
|
104,987
|
|
|
127,328
|
|
|
18,361
|
|
|
(250,682
|
)
|
|
250,676
|
|
||||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Net income attributable to Aramark stockholders
|
250,682
|
|
|
104,987
|
|
|
127,334
|
|
|
18,361
|
|
|
(250,682
|
)
|
|
250,682
|
|
||||||
Other comprehensive loss, net of tax
|
(41,773
|
)
|
|
(27,351
|
)
|
|
—
|
|
|
(44,951
|
)
|
|
72,302
|
|
|
(41,773
|
)
|
||||||
Comprehensive income (loss) attributable to Aramark stockholders
|
$
|
208,909
|
|
|
$
|
77,636
|
|
|
$
|
127,334
|
|
|
$
|
(26,590
|
)
|
|
$
|
(178,380
|
)
|
|
$
|
208,909
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash used in operating activities
|
$
|
—
|
|
|
$
|
(38,011
|
)
|
|
$
|
(153,914
|
)
|
|
$
|
(117,559
|
)
|
|
$
|
—
|
|
|
$
|
(309,484
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment and other
|
—
|
|
|
(12,141
|
)
|
|
(72,678
|
)
|
|
(14,377
|
)
|
|
—
|
|
|
(99,196
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
324
|
|
|
438
|
|
|
2,884
|
|
|
—
|
|
|
3,646
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(3,205
|
)
|
|
(3,897
|
)
|
|
—
|
|
|
(7,102
|
)
|
||||||
Proceeds from governmental agencies related to property and equipment
|
—
|
|
|
—
|
|
|
15,250
|
|
|
—
|
|
|
—
|
|
|
15,250
|
|
||||||
Other investing activities
|
—
|
|
|
(14
|
)
|
|
(1,380
|
)
|
|
1,445
|
|
|
—
|
|
|
51
|
|
||||||
Net cash used in investing activities
|
—
|
|
|
(11,831
|
)
|
|
(61,575
|
)
|
|
(13,945
|
)
|
|
—
|
|
|
(87,351
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
58,671
|
|
|
—
|
|
|
58,671
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(21,151
|
)
|
|
(7,765
|
)
|
|
(9,469
|
)
|
|
—
|
|
|
(38,385
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|
450,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(27,483
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,483
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
26,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,089
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other financing activities
|
—
|
|
|
(56,471
|
)
|
|
(858
|
)
|
|
—
|
|
|
—
|
|
|
(57,329
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
130,516
|
|
|
217,112
|
|
|
(347,628
|
)
|
|
—
|
|
|
—
|
|
||||||
Net cash provided by financing activities
|
—
|
|
|
51,500
|
|
|
208,489
|
|
|
151,574
|
|
|
—
|
|
|
411,563
|
|
||||||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
3,247
|
|
|
—
|
|
|
3,247
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
1,658
|
|
|
(7,000
|
)
|
|
23,317
|
|
|
—
|
|
|
17,975
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
33,510
|
|
|
40,544
|
|
|
172,584
|
|
|
—
|
|
|
246,643
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
35,168
|
|
|
$
|
33,544
|
|
|
$
|
195,901
|
|
|
$
|
—
|
|
|
$
|
264,618
|
|
|
Aramark (Parent)
|
|
Issuers
|
|
Guarantors
|
|
Non Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
172,881
|
|
|
$
|
(328,363
|
)
|
|
$
|
(43,680
|
)
|
|
$
|
(4,500
|
)
|
|
$
|
(203,662
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property and equipment and other
|
—
|
|
|
(4,454
|
)
|
|
(89,443
|
)
|
|
(20,503
|
)
|
|
—
|
|
|
(114,400
|
)
|
||||||
Disposals of property and equipment
|
—
|
|
|
50
|
|
|
564
|
|
|
340
|
|
|
—
|
|
|
954
|
|
||||||
Proceeds from divestiture
|
—
|
|
|
—
|
|
|
293,711
|
|
|
—
|
|
|
—
|
|
|
293,711
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
(5,033
|
)
|
|
(224
|
)
|
|
—
|
|
|
(5,257
|
)
|
||||||
Proceeds from governmental agencies related to property and equipment
|
—
|
|
|
—
|
|
|
16,200
|
|
|
—
|
|
|
—
|
|
|
16,200
|
|
||||||
Other investing activities
|
—
|
|
|
862
|
|
|
1,744
|
|
|
337
|
|
|
—
|
|
|
2,943
|
|
||||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(3,542
|
)
|
|
217,743
|
|
|
(20,050
|
)
|
|
—
|
|
|
194,151
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
72,723
|
|
|
—
|
|
|
72,723
|
|
||||||
Payments of long-term borrowings
|
—
|
|
|
(278,339
|
)
|
|
(8,781
|
)
|
|
(26,911
|
)
|
|
—
|
|
|
(314,031
|
)
|
||||||
Net change in funding under the Receivables Facility
|
—
|
|
|
—
|
|
|
—
|
|
|
390,000
|
|
|
—
|
|
|
390,000
|
|
||||||
Payments of dividends
|
—
|
|
|
(27,161
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,161
|
)
|
||||||
Proceeds from issuance of common stock
|
—
|
|
|
1,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
||||||
Other financing activities
|
—
|
|
|
(23,447
|
)
|
|
(929
|
)
|
|
(113
|
)
|
|
—
|
|
|
(24,489
|
)
|
||||||
Change in intercompany, net
|
—
|
|
|
203,883
|
|
|
121,522
|
|
|
(329,905
|
)
|
|
4,500
|
|
|
—
|
|
||||||
Net cash (used in) provided by financing activities
|
—
|
|
|
(173,987
|
)
|
|
111,812
|
|
|
105,794
|
|
|
4,500
|
|
|
48,119
|
|
||||||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,752
|
)
|
|
—
|
|
|
(3,752
|
)
|
||||||
(Decrease) increase in cash and cash equivalents
|
—
|
|
|
(4,648
|
)
|
|
1,192
|
|
|
38,312
|
|
|
—
|
|
|
34,856
|
|
||||||
Cash and cash equivalents, beginning of period
|
5
|
|
|
50,716
|
|
|
29,844
|
|
|
134,460
|
|
|
—
|
|
|
215,025
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
5
|
|
|
$
|
46,068
|
|
|
$
|
31,036
|
|
|
$
|
172,772
|
|
|
$
|
—
|
|
|
$
|
249,881
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
4,253.6
|
|
|
$
|
4,265.3
|
|
|
$
|
(11.7
|
)
|
|
—
|
%
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of services provided
|
3,768.1
|
|
|
3,794.4
|
|
|
(26.3
|
)
|
|
(1
|
)%
|
|||
Other operating expenses
|
231.2
|
|
|
254.8
|
|
|
(23.6
|
)
|
|
(9
|
)%
|
|||
Gain on sale of Healthcare Technologies
|
—
|
|
|
(157.3
|
)
|
|
157.3
|
|
|
(100
|
)%
|
|||
|
3,999.3
|
|
|
3,891.9
|
|
|
107.4
|
|
|
3
|
%
|
|||
Operating income
|
254.3
|
|
|
373.4
|
|
|
(119.1
|
)
|
|
(32
|
)%
|
|||
Interest and Other Financing Costs, net
|
79.6
|
|
|
83.0
|
|
|
(3.4
|
)
|
|
(4
|
)%
|
|||
Income Before Income Taxes
|
174.7
|
|
|
290.4
|
|
|
(115.7
|
)
|
|
(40
|
)%
|
|||
Provision for Income Taxes
|
28.8
|
|
|
39.7
|
|
|
(10.9
|
)
|
|
(27
|
)%
|
|||
Net income
|
$
|
145.9
|
|
|
$
|
250.7
|
|
|
$
|
(104.8
|
)
|
|
(42
|
)%
|
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Revenue by Segment(1)
|
|
December 27, 2019
|
|
December 28, 2018
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
2,639.0
|
|
|
$
|
2,660.3
|
|
|
$
|
(21.3
|
)
|
|
(1
|
)%
|
FSS International
|
|
946.2
|
|
|
953.1
|
|
|
(6.9
|
)
|
|
(1
|
)%
|
|||
Uniform
|
|
668.4
|
|
|
651.9
|
|
|
16.5
|
|
|
3
|
%
|
|||
|
|
$
|
4,253.6
|
|
|
$
|
4,265.3
|
|
|
$
|
(11.7
|
)
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Three Months Ended
|
|
Change
|
|||||||||||
Operating Income by Segment(1)
|
|
December 27, 2019
|
|
December 28, 2018
|
|
$
|
|
%
|
|||||||
FSS United States
|
|
$
|
185.9
|
|
|
$
|
363.7
|
|
|
$
|
(177.8
|
)
|
|
(49
|
)%
|
FSS International
|
|
43.7
|
|
|
11.5
|
|
|
32.2
|
|
|
281
|
%
|
|||
Uniform
|
|
53.3
|
|
|
52.7
|
|
|
0.6
|
|
|
1
|
%
|
|||
Corporate
|
|
(28.6
|
)
|
|
(54.5
|
)
|
|
25.9
|
|
|
(47
|
)%
|
|||
|
|
$
|
254.3
|
|
|
$
|
373.4
|
|
|
$
|
(119.1
|
)
|
|
(32
|
)%
|
•
|
the negative impact of foreign currency translation (approximately -1%); and
|
•
|
the effect of the divestiture of HCT in the prior year (approximately -1%) and a decline in the Education sector in our FSS United States segment; which more than offset
|
•
|
growth in our Sports, Leisure & Corrections and Facilities & Other sectors in our FSS United States segment (approximately 1%); and
|
•
|
growth in South America in our FSS International segment (approximately 1%).
|
|
|
Three Months Ended
|
||||||||||||
|
|
December 27, 2019
|
|
December 28, 2018
|
||||||||||
Cost of services provided
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||
FSS United States
|
|
$
|
2,331.6
|
|
|
88
|
%
|
|
$
|
2,332.2
|
|
|
88
|
%
|
FSS International
|
|
880.5
|
|
|
93
|
%
|
|
920.4
|
|
|
97
|
%
|
||
Uniform
|
|
556.0
|
|
|
83
|
%
|
|
541.8
|
|
|
83
|
%
|
||
|
|
$
|
3,768.1
|
|
|
89
|
%
|
|
$
|
3,794.4
|
|
|
89
|
%
|
|
|
Three Months Ended
|
||||
Cost of services provided components
|
|
December 27, 2019
|
|
December 28, 2018
|
||
Food and support service costs
|
|
29
|
%
|
|
28
|
%
|
Personnel costs
|
|
46
|
%
|
|
46
|
%
|
Other direct costs
|
|
25
|
%
|
|
26
|
%
|
|
|
100
|
%
|
|
100
|
%
|
•
|
the prior year gain from the divestiture of the HCT business (approximately $157.3 million); and
|
•
|
profit decline in our FSS United States segment, reflecting our investment in actions to accelerate growth, the impact of negative net new business within the Education sector, an increase in medical insurance claims and lower income from possessory interest compared to the prior year;
|
•
|
personnel costs and consulting costs related to sales growth initiatives (approximately $8.7 million); which more than offset
|
•
|
profit growth from revenue increases in our Uniform segment;
|
•
|
profit growth in our FSS International segment, mainly from strong unit level cost containment and timing of annual employee incentive compensation;
|
•
|
lower severance and consulting costs related to streamlining initiatives (approximately $26.2 million); and
|
•
|
an increase from the change in fair value of certain gasoline and diesel agreements (approximately $12.2 million).
|
|
Three Months Ended
|
|
Change
|
|||||||
|
December 27, 2019
|
|
December 28, 2018
|
|
%
|
|||||
Business & Industry
|
$
|
405.5
|
|
|
$
|
399.9
|
|
|
1
|
%
|
Education
|
1,001.1
|
|
|
1,016.3
|
|
|
(1
|
)%
|
||
Healthcare
|
227.2
|
|
|
263.3
|
|
|
(14
|
)%
|
||
Sports, Leisure & Corrections
|
608.9
|
|
|
594.3
|
|
|
2
|
%
|
||
Facilities & Other
|
396.3
|
|
|
386.5
|
|
|
2
|
%
|
||
|
$
|
2,639.0
|
|
|
$
|
2,660.3
|
|
|
(1
|
)%
|
•
|
a decrease in Healthcare sector revenue resulting from the divestiture of HCT (approximately -17% of Healthcare sector), partially offset by base business growth; and
|
•
|
a decrease in Education sector revenue resulting from negative net new business; which more than offset
|
•
|
an increase in Facilities & Other, Sports, Leisure & Corrections and Business & Industry sector revenue resulting from base business growth.
|
•
|
the prior year gain from the divestiture of the HCT business (approximately $157.3 million);
|
•
|
the effect of the divestiture of HCT in the prior year (approximately $3.8 million) and profit decline in the Education and Facilities & Other sectors; and
|
•
|
personnel costs and consulting costs related to sales growth initiatives (approximately $5.0 million);
|
•
|
an increase in medical insurance claims and lower income from possessory interest compared to the prior year; which more than offset
|
•
|
the prior year duplicate rent charges to build out and ready our new headquarters while occupying our previous headquarters, impairment costs while exiting our previous headquarters and moving costs associated with the relocation to the new headquarters (approximately $5.0 million); and
|
•
|
lower severance charges related to streamlining initiatives (approximately $3.5 million).
|
•
|
the negative impact of foreign currency translation (approximately -4%); and
|
•
|
a decline in revenue in Northern Europe related to strategic exit of non-core custodial accounts; partially offset by
|
•
|
revenue growth in South America, China and Spain.
|
•
|
profit growth from strong unit level cost containment and timing of annual employee incentive compensation; and
|
•
|
lower severance costs related to streamlining initiatives (approximately $17.9 million); partially offset by
|
•
|
the negative impact of foreign currency translation (approximately $1 million).
|
•
|
an increase from the change in fair value of certain gasoline and diesel agreements (approximately $12.2 million);
|
•
|
prior year banker fees related to the divestiture of HCT (approximately $6.1 million);
|
•
|
lower share-based compensation expense primarily related to forfeitures and the fourth quarter fiscal 2019 decrease in the expected attainment percentage related to the fiscal 2018 PSU grants (approximately $4.4 million); and
|
•
|
prior year consulting costs relating to streamlining initiatives (approximately $4.2 million).
|
|
Three Months Ended
|
||||||
|
December 27, 2019
|
|
December 28, 2018
|
||||
Net cash used in operating activities
|
$
|
(309.5
|
)
|
|
$
|
(203.7
|
)
|
Net cash (used in) provided by investing activities
|
(87.4
|
)
|
|
194.2
|
|
||
Net cash provided by financing activities
|
411.6
|
|
|
48.1
|
|
•
|
Accrued expenses were a greater use of cash primarily due to higher employer retirement matching contributions and the timing of payments related to the annual bonus, deferred income, insurance and interest;
|
•
|
Receivables were a greater use of cash due to timing of collections;
|
•
|
Accounts payable were a greater use of cash due to timing of disbursements; and
|
•
|
Inventories were a source of cash in the three month period of fiscal 2020 compared to a use of cash in the three month period of fiscal 2019 due to less purchases in the Uniform segment.
|
•
|
an increase in funding under the Receivables Facility ($450.0 million); and
|
•
|
an increase in proceeds from issuance of common stock as a result of higher stock option exercises ($26.1 million).
|
•
|
an increase in funding under the Receivables Facility ($390.0 million); and
|
•
|
a repayment of borrowings on term loans and the revolving credit facility ($280.0 million, which includes $200.0 million of optional prepayments).
|
|
|
Twelve Months Ended
|
||
(in millions)
|
|
December 27, 2019
|
||
Net income attributable to ASI stockholder
|
|
$
|
343.6
|
|
Interest and other financing costs, net
|
|
331.6
|
|
|
Provision for income taxes
|
|
96.8
|
|
|
Depreciation and amortization
|
|
589.8
|
|
|
Share-based compensation expense(1)
|
|
50.8
|
|
|
Unusual or non-recurring (gains) and losses
|
|
1.0
|
|
|
Pro forma EBITDA for equity method investees(2)
|
|
7.2
|
|
|
Pro forma EBITDA for certain transactions(3)
|
|
19.1
|
|
|
Other(4)
|
|
208.5
|
|
|
Covenant Adjusted EBITDA
|
|
$
|
1,648.4
|
|
(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 condensed consolidated financial statements).
|
(2)
|
Represents our estimated share of EBITDA, primarily from our AIM Services Co., Ltd. equity method investment, not already reflected in our Net income attributable to ASI stockholder. EBITDA for this equity method investee is calculated in a manner consistent with consolidated Covenant Adjusted EBITDA but does not represent cash distributions received from this investee.
|
(3)
|
Represents the annualizing of net EBITDA from acquisitions made during the period.
|
(4)
|
Other for the twelve months ended December 27, 2019 includes compensation expense for special recognition awards, employee training programs and retirement contributions funded by benefits from U.S. tax reform ($76.3 million), expenses related to merger and integration related charges ($37.5 million), charges related to certain legal settlements ($27.9 million), adjustments to remove the impact attributable to the adoption of certain new accounting standards in accordance with the Credit Agreement and indentures ($24.5 million), non cash impairment charges ($14.8 million), cash compensation charges associated with the retirement of the Company's former chief executive officer ($10.4 million), closing costs mainly related to customer contracts ($8.5 million), advisory fees related to shareholder matters ($7.7 million), the impact of hyperinflation in Argentina ($4.9 million), settlement charges related to exiting a joint venture arrangement ($4.5 million), organizational streamlining initiatives ($3.3 million reversal), the impact of the change in fair value related to certain gasoline and diesel agreements ($7.5 million gain) and other miscellaneous expenses.
|
|
Covenant
Requirements |
|
Actual
Ratios |
Consolidated Secured Debt Ratio(1)
|
5.125x
|
|
2.07
|
Interest Coverage Ratio (Fixed Charge Coverage Ratio)(2)
|
2.000x
|
|
4.94
|
(1)
|
The Credit Agreement requires ASI to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.125x. Consolidated total indebtedness secured by a lien is defined in the Credit Agreement as total indebtedness consisting of debt for borrowed money, finance leases, debt in respect of sale-leaseback transactions, disqualified and preferred stock and advances under the Receivables Facility secured by a lien reduced by the amount of cash and cash equivalents on the condensed consolidated balance sheet that is free and clear of any lien. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under our Credit Agreement, which, if ASI's lenders under our Credit Agreement (other than the lenders in respect of ASI's U.S. Term Loan B, which lenders do not benefit from the maximum Consolidated Secured Debt Ratio covenant) failed to waive any such default, would also constitute a default under the indentures governing our senior notes.
|
(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 incremental capacity provided for under our Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The minimum Interest Coverage Ratio is 2.000x for the term of the Credit Agreement. Consolidated interest expense is defined in our 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 indentures governing our senior notes include a similar requirement which is referred to as a Fixed Charge Coverage Ratio.
|
(1)
|
On August 6, 2019, we announced a share repurchase program allowing us to repurchase up to $200.0 million of our common stock through July 2022.
|
(2)
|
Consists of shares withheld to pay taxes in connection with the vesting of performance restricted stock granted under the Company’s Amended and Restated 2013 Stock Incentive Plan.
|
|
|
|
|
Aramark
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ THOMAS G. ONDROF
|
|
|
|
|
Name:
|
|
Thomas G. Ondrof
|
|
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer and Authorized Signatory)
|
Exhibit No.
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
104
|
|
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q; included in Exhibit 101 Inline XBRL document set.
|
1.
|
Article I is amended by adding the following new definition in alphabetical order:
|
2.
|
Article IV is retitled as “COMPANY CONTRIBUTIONS”
|
3.
|
Sections 4.1 and 4.2 are amended in their entirety to read as follows (new text in italics):
|
4.
|
The reference to “Matching Contributions” in Section 5.1 shall be replaced with “Matching Contributions and/or Special Contributions.”
|
5.
|
In all respects not amended, the Plan is hereby ratified and affirmed.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended December 27, 2019;
|
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.
|
|
/s/ JOHN J. ZILLMER
|
John J. Zillmer
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Aramark for the quarter ended December 27, 2019;
|
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.
|
|
/s/ THOMAS G. ONDROF
|
Thomas G. Ondrof
|
Executive Vice President and
Chief Financial Officer
|
(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.
|
|
/s/ JOHN J. ZILLMER
|
John J. Zillmer
|
Chief Executive Officer
|
|
|
/s/ THOMAS G. ONDROF
|
Thomas G. Ondrof
|
Executive Vice President and
|
Chief Financial Officer
|