Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Aramark:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of loss, comprehensive loss, cash flows, and stockholders’ equity of Aramark and subsidiaries (the Company) for the fiscal year ended October 2, 2020 and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended October 2, 2020, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ KPMG LLP
We served as the Company's auditor from 2002 to 2020.
Philadelphia, Pennsylvania
November 24, 2020
ARAMARK AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2022 AND OCTOBER 1, 2021
(in thousands, except share amounts)
| | | | | | | | | | | |
| September 30, 2022 | | October 1, 2021 |
ASSETS | | | |
Current Assets: | | | |
Cash and cash equivalents | $ | 329,452 | | | $ | 532,591 | |
Receivables (less allowances: $56,388 and $79,644) | 2,147,957 | | | 1,748,601 | |
Inventories | 552,386 | | | 412,676 | |
Prepayments and other current assets | 262,195 | | | 204,987 | |
Total current assets | 3,291,990 | | | 2,898,855 | |
Property and Equipment, at cost: | | | |
Land, buildings and improvements | 1,035,359 | | | 983,540 | |
Service equipment and fixtures | 4,481,711 | | | 4,355,699 | |
| 5,517,070 | | | 5,339,239 | |
Less - Accumulated depreciation | (3,485,025) | | | (3,300,845) | |
| 2,032,045 | | | 2,038,394 | |
Goodwill | 5,515,124 | | | 5,487,297 | |
Other Intangible Assets | 2,113,726 | | | 2,028,622 | |
Operating Lease Right-of-use Assets | 592,145 | | | 587,854 | |
Other Assets | 1,537,406 | | | 1,335,142 | |
| $ | 15,082,436 | | | $ | 14,376,164 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
Current Liabilities: | | | |
Current maturities of long-term borrowings | $ | 65,047 | | | $ | 58,850 | |
Current operating lease liabilities | 68,858 | | | 67,280 | |
Accounts payable | 1,322,936 | | | 919,090 | |
Accrued payroll and related expenses | 656,974 | | | 677,185 | |
Accrued expenses and other current liabilities | 1,172,071 | | | 1,135,028 | |
Total current liabilities | 3,285,886 | | | 2,857,433 | |
Long-Term Borrowings | 7,345,860 | | | 7,393,417 | |
Noncurrent Operating Lease Liabilities | 305,623 | | | 314,378 | |
Deferred Income Taxes and Other Noncurrent Liabilities | 1,106,587 | | | 1,079,014 | |
Commitments and Contingencies (see Note 14) | | | |
Redeemable Noncontrolling Interests | 8,840 | | | 9,050 | |
Stockholders' Equity: | | | |
Common stock, par value $0.01 (authorized: 600,000,000 shares; issued: 297,555,924 shares and 294,329,180 shares; and outstanding: 258,728,942 shares and 255,998,119 shares) | 2,976 | | | 2,943 | |
Capital surplus | 3,681,966 | | | 3,533,054 | |
Retained earnings | 406,784 | | | 327,557 | |
Accumulated other comprehensive loss | (111,571) | | | (208,011) | |
Treasury stock (shares held in treasury: 38,826,982 shares and 38,331,061 shares) | (950,515) | | | (932,671) | |
Total stockholders' equity | 3,029,640 | | | 2,722,872 | |
| $ | 15,082,436 | | | $ | 14,376,164 | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022, OCTOBER 1, 2021 AND OCTOBER 2, 2020
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Revenue | $ | 16,326,624 | | | $ | 12,095,965 | | | $ | 12,829,559 | |
Costs and Expenses: | | | | | |
Cost of services provided (exclusive of depreciation and amortization) | 14,767,570 | | | 11,007,080 | | | 11,993,667 | |
Depreciation and amortization | 532,327 | | | 550,692 | | | 595,195 | |
Selling and general corporate expenses | 398,362 | | | 346,749 | | | 307,016 | |
Goodwill impairment | — | | | — | | | 198,600 | |
| | | | | |
| 15,698,259 | | | 11,904,521 | | | 13,094,478 | |
Operating income (loss) | 628,365 | | | 191,444 | | | (264,919) | |
Gain on Equity Investment | — | | | (137,934) | | | — | |
Loss on Defined Benefit Pension Plan Termination | — | | | 60,864 | | | — | |
Interest and Other Financing Costs, net | 372,727 | | | 401,366 | | | 382,800 | |
Income (Loss) Before Income Taxes | 255,638 | | | (132,852) | | | (647,719) | |
Provision (Benefit) for Income Taxes | 61,461 | | | (40,633) | | | (186,284) | |
Net income (loss) | 194,177 | | | (92,219) | | | (461,435) | |
Less: Net (loss) income attributable to noncontrolling interests | (307) | | | (1,386) | | | 94 | |
Net income (loss) attributable to Aramark stockholders | $ | 194,484 | | | $ | (90,833) | | | $ | (461,529) | |
| | | | | |
Earnings (Loss) per share attributable to Aramark stockholders: | | | | | |
Basic | $ | 0.76 | | | $ | (0.36) | | | $ | (1.83) | |
Diluted | $ | 0.75 | | | $ | (0.36) | | | $ | (1.83) | |
Weighted Average Shares Outstanding: | | | | | |
Basic | 257,314 | | | 254,748 | | | 251,828 | |
Diluted | 259,074 | | | 254,748 | | | 251,828 | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022, OCTOBER 1, 2021 AND OCTOBER 2, 2020
(in thousands)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Net income (loss) | $ | 194,177 | | | $ | (92,219) | | | $ | (461,435) | |
Other comprehensive income (loss), net of tax: | | | | | |
Pension plan adjustments | 17,113 | | | 48,568 | | | (25,669) | |
Foreign currency translation adjustments | (86,376) | | | 8,925 | | | (7,818) | |
Cash flow hedges: | | | | | |
Unrealized gains (losses) arising during the period | 143,276 | | | 909 | | | (82,005) | |
Reclassification adjustments | 20,698 | | | 37,440 | | | 25,463 | |
Share of equity investee's comprehensive income (loss) | 1,729 | | | 3,405 | | | (264) | |
Other comprehensive income (loss), net of tax | 96,440 | | | 99,247 | | | (90,293) | |
Comprehensive income (loss) | 290,617 | | | 7,028 | | | (551,728) | |
Less: Net (loss) income attributable to noncontrolling interests | (307) | | | (1,386) | | | 94 | |
Comprehensive income (loss) attributable to Aramark stockholders | $ | 290,924 | | | $ | 8,414 | | | $ | (551,822) | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022, OCTOBER 1, 2021 AND OCTOBER 2, 2020
(in thousands)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Cash flows from operating activities: | | | | | |
Net income (loss) | $ | 194,177 | | | $ | (92,219) | | | $ | (461,435) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
Depreciation and amortization | 532,327 | | | 550,692 | | | 595,195 | |
Goodwill impairment and asset write-downs | — | | | — | | | 283,743 | |
Gain on equity investment | — | | | (137,934) | | | — | |
Loss on defined benefit pension plan termination | — | | | 60,864 | | | — | |
Reduction of contingent consideration liability (see Note 16) | (20,749) | | | — | | | — | |
Deferred income taxes | 35,422 | | | (43,234) | | | (134,048) | |
Share-based compensation expense | 95,487 | | | 71,053 | | | 30,339 | |
| | | | | |
Changes in operating assets and liabilities: | | | | | |
Accounts Receivable | (462,685) | | | (290,214) | | | 362,708 | |
Inventories | (71,500) | | | (7,536) | | | (25,675) | |
Prepayments and Other Current Assets | (3,783) | | | 101,939 | | | (86,444) | |
Accounts Payable | 421,763 | | | 252,158 | | | (342,069) | |
Accrued Expenses | 7,536 | | | 261,154 | | | (143,640) | |
Payments made to clients on contracts | (56,865) | | | (100,918) | | | (69,575) | |
Changes in other noncurrent liabilities | 14,914 | | | (17,427) | | | 92,782 | |
Changes in other assets | (6,878) | | | 4,177 | | | 66,650 | |
Other operating activities | 15,333 | | | 44,524 | | | 8,151 | |
Net cash provided by operating activities | 694,499 | | | 657,079 | | | 176,682 | |
Cash flows from investing activities: | | | | | |
Purchases of property and equipment and other | (388,397) | | | (407,818) | | | (418,508) | |
Disposals of property and equipment | 23,642 | | | 32,474 | | | 54,074 | |
Purchases of marketable securities | (78,220) | | | — | | | — | |
Acquisition of certain businesses, net of cash acquired | (340,022) | | | (265,766) | | | (22,201) | |
Acquisition of certain equity method investments | (64,000) | | | — | | | — | |
Other investing activities | 15,710 | | | 6,724 | | | 25,515 | |
Net cash used in investing activities | (831,287) | | | (634,386) | | | (361,120) | |
Cash flows from financing activities: | | | | | |
Proceeds from long-term borrowings | 100,051 | | | 893,993 | | | 3,239,772 | |
Payments of long-term borrowings | (152,338) | | | (2,453,571) | | | (1,000,463) | |
Net change in funding under the Receivables Facility | 104,935 | | | (315,600) | | | 315,600 | |
Payments of dividends | (113,120) | | | (112,010) | | | (110,893) | |
Proceeds from issuance of common stock | 49,322 | | | 41,587 | | | 90,022 | |
Repurchase of common stock | — | | | — | | | (6,540) | |
Other financing activities | (26,544) | | | (59,738) | | | (89,976) | |
Net cash (used in) provided by financing activities | (37,694) | | | (2,005,339) | | | 2,437,522 | |
Effect of foreign exchange rates on cash and cash equivalents | (28,657) | | | 6,049 | | | 9,461 | |
(Decrease) increase in cash and cash equivalents | (203,139) | | | (1,976,597) | | | 2,262,545 | |
Cash and cash equivalents, beginning of period | 532,591 | | | 2,509,188 | | | 246,643 | |
Cash and cash equivalents, end of period | $ | 329,452 | | | $ | 532,591 | | | $ | 2,509,188 | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022, OCTOBER 1, 2021 AND OCTOBER 2, 2020
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 loss attributable to Aramark stockholders | (461,529) | | | | | | | (461,529) | | | | | |
Other comprehensive loss | (90,293) | | | | | | | | | (90,293) | | | |
Capital contributions from issuance of common stock | 134,607 | | | 78 | | | 134,529 | | | | | | | |
Capital contributions from stockholder | 14,814 | | | | | 14,814 | | | | | | | |
Share-based compensation expense | 30,339 | | | | | 30,339 | | | | | | | |
Repurchases of common stock | (98,876) | | | | | | | | | | | (98,876) | |
Payments of dividends ($0.44 per share) | (113,121) | | | | | | | (113,121) | | | | | |
Balance, October 2, 2020 | $ | 2,735,988 | | | $ | 2,907 | | | $ | 3,416,132 | | | $ | 532,379 | | | $ | (307,258) | | | $ | (908,172) | |
Net loss attributable to Aramark stockholders | (90,833) | | | | | | | (90,833) | | | | | |
Other comprehensive income | 99,247 | | | | | | | | | 99,247 | | | |
Capital contributions from issuance of common stock | 45,905 | | | 36 | | | 45,869 | | | | | | | |
| | | | | | | | | | | |
Share-based compensation expense | 71,053 | | | | | 71,053 | | | | | | | |
Repurchases of common stock | (24,499) | | | | | | | | | | | (24,499) | |
Payments of dividends ($0.44 per share) | (113,989) | | | | | | | (113,989) | | | | | |
Balance, October 1, 2021 | $ | 2,722,872 | | | $ | 2,943 | | | $ | 3,533,054 | | | $ | 327,557 | | | $ | (208,011) | | | $ | (932,671) | |
Net income attributable to Aramark stockholders | 194,484 | | | | | | | 194,484 | | | | | |
Other comprehensive income | 96,440 | | | | | | | | | 96,440 | | | |
Capital contributions from issuance of common stock | 53,458 | | | 33 | | | 53,425 | | | | | | | |
Share-based compensation expense | 95,487 | | | | | 95,487 | | | | | | | |
Repurchases of common stock | (17,844) | | | | | | | | | | | (17,844) | |
Payments of dividends ($0.44 per share) | (115,257) | | | | | | | (115,257) | | | | | |
Balance, September 30, 2022 | $ | 3,029,640 | | | $ | 2,976 | | | $ | 3,681,966 | | | $ | 406,784 | | | $ | (111,571) | | | $ | (950,515) | |
The accompanying notes are an integral part of these consolidated financial statements.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 & corrections clients. The Company's core market is the United States, which is supplemented by an additional 18-country footprint. The Company operates its business in three reportable segments that share many of the same operating characteristics:
•Food and Support Services United States ("FSS United States") - 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.
•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.
•Uniform and Career Apparel ("Uniform") - Provides a full-service employee uniform solution, resulting in a contracted and recurring revenue model. The customer base is serviced by a leading geographic footprint in the United States and Canada with programs focused on uniforms, floor mats, towels, linens, managed restroom and first aid services. Customers operate in a wide range of industries in the United States and Canada.
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 September 30, 2022 and October 1, 2021 were each fifty-two week periods and the fiscal year ended October 2, 2020 was a fifty-three week period.
New Accounting Standards Updates
Adopted Standards (from most to least recent date of issuance)
In March 2022, the Financial Accounting Standards Board ("FASB") issued an accounting standards update ("ASU") which eliminated the accounting guidance for troubled debt restructuring for creditors in Accounting Standards Codification 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, the ASU requires an entity to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. The Company early adopted the ASU during the third quarter of fiscal 2022, which did not have a material impact on the consolidated financial statements.
In March 2022, the FASB issued an ASU which expanded the scope of existing guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both pre-payable and non-pre-payable financial assets. The Company early adopted the ASU during the third quarter of fiscal 2022, which did not have a material impact on the consolidated financial statements.
In January 2020, the FASB issued an ASU which provided clarification and improvements to existing guidance related to accounting for certain equity securities upon the application or discontinuation of equity method accounting and the measurement of forward contracts and purchased options on certain securities. The guidance was effective for the Company in the first quarter of fiscal 2022. The adoption of this guidance did not have a material impact on the consolidated financial statements.
Standards Not Yet Adopted (from most to least recent date of issuance)
In September 2022, the FASB issued an ASU to enhance the transparency of supplier finance programs, which may be referred to as reverse factoring, payables finance or structured payables arrangements. The guidance will require that a buyer in a supplier finance program disclose the program's nature, activity and potential magnitude. The guidance is effective for the Company in the first quarter of fiscal 2024 and early adoption is permitted. The Company is currently evaluating the impact of this standard.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In November 2021, the FASB issued an ASU which required that an entity provide certain annual disclosures when they have received government assistance. The guidance is effective for the Company in the first quarter of fiscal 2023 and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.
In October 2021, the FASB issued an ASU which required that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606") as if it had originated the contracts. The guidance is effective for the Company in the first quarter of fiscal 2024 and early adoption is permitted. The Company is currently evaluating the impact of this standard.
In January 2021, the FASB issued an ASU which clarified certain optional expedients and exceptions for contract modifications and hedge accounting that may apply to derivatives that are affected by the discontinuance of LIBOR and the reference rate reform standard. The Company may adopt this guidance through December 31, 2022, which generally can be applied to applicable contract modifications through December 31, 2022. The Company does not anticipate adopting additional optional expedients related to this standard.
In March 2020, the FASB issued an ASU which provided optional expedients that may be adopted and applied through December 31, 2022 to assist with the discontinuance of LIBOR. The expedients allow companies to ease the potential accounting burden when modifying contracts and hedging relationships that use LIBOR as a reference rate, if certain criteria are met. During fiscal 2020, the Company adopted the optional expedient to assert probability of forecasted hedged transactions occurring on its interest rate swap derivative contracts regardless of any expected contract modifications related to reference rate reform. The Company may adopt the remaining amendments of this standard through December 31, 2022, which generally can be applied to applicable contract modifications through December 31, 2022. The Company does not anticipate adopting additional optional expedients related to this standard.
Other new accounting pronouncements recently issued or newly effective were not applicable to the Company, did not have a material impact on the consolidated financial statements or are not expected to have a material impact on the consolidated financial statements.
Revenue Recognition
The Company recognizes revenue when its performance obligation is satisfied upon the transfer of control of the promised product or service to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. In each of the Company's operating segments, revenue is recognized over time 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 revenue 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. See Note 7 for additional information on revenue recognition.
Certain profit and loss contracts include payments to the client, typically calculated as a fixed or variable percentage of various categories of revenue and income. In some cases these contracts require minimum guaranteed payments that are contingent on certain future events. These expenses are currently recorded in "Cost of services provided (exclusive of depreciation and amortization)."
Revenue from client interest contracts is generally comprised of amounts billed to clients for food, labor and other costs that the Company incurs, controls and pays for. Revenue from these contracts also includes any associated management fees, client subsidies or incentive fees based upon the Company's performance under the contract. Revenue from direct marketing activities is recognized at a point in time upon shipment. All revenue related taxes are presented on a net basis.
The timing of revenue recognition may differ from the timing of invoicing to customers. The Company records an accounts receivable balance when revenue is recognized prior to or at the time of invoicing the customer. The majority of the Company’s receivables balances are based on contracts with customers.
The Company estimates and reserves for its credit loss exposure based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount in estimating credit losses. Credit loss expense is classified within "Cost of services provided (exclusive of depreciation and amortization)."
Vendor Consideration
Consideration received from vendors includes 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 (exclusive of depreciation and amortization)," "Inventory," or "Property and equipment, net." Income from rebates, allowances and volume discounts is recognized based on actual purchases in the fiscal period relative to total actual purchases to be made for the contractual rebate period agreed to with the vendor. Rebates, allowances and volume discounts related to “Inventory” held at
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the balance sheet date are deducted from the carrying value of these inventories. Rebates, allowances and volume discounts related to "Property and equipment, net" 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 revenue and expenses during the reporting period. Actual results could materially differ from those estimates.
Comprehensive Income (Loss)
Comprehensive income (loss) includes all changes to stockholders' equity during a period, except those resulting from investments by and distributions to stockholders. Components of comprehensive income (loss) 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 (loss) (net of tax).
The summary of the components of comprehensive income (loss) is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
| 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 (loss) | | | $ | 194,177 | | | | | $ | (92,219) | | | | | $ | (461,435) | |
Pension plan adjustments | 26,184 | | (9,071) | | 17,113 | | | 63,959 | | (15,391) | | 48,568 | | | (33,831) | | 8,162 | | (25,669) | |
Foreign currency translation adjustments | (96,783) | | 10,407 | | (86,376) | | | 7,383 | | 1,542 | | 8,925 | | | (6,348) | | (1,470) | | (7,818) | |
Cash flow hedges: | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | 193,616 | | (50,340) | | 143,276 | | | 1,228 | | (319) | | 909 | | | (110,817) | | 28,812 | | (82,005) | |
Reclassification adjustments | 27,970 | | (7,272) | | 20,698 | | | 50,595 | | (13,155) | | 37,440 | | | 34,409 | | (8,946) | | 25,463 | |
Share of equity investee's comprehensive income (loss) | 1,729 | | — | | 1,729 | | | 3,405 | | — | | 3,405 | | | (264) | | — | | (264) | |
Other comprehensive income (loss) | 152,716 | | (56,276) | | 96,440 | | | 126,570 | | (27,323) | | 99,247 | | | (116,851) | | 26,558 | | (90,293) | |
Comprehensive income (loss) | | | 290,617 | | | | | 7,028 | | | | | (551,728) | |
Less: Net (loss) income attributable to noncontrolling interests | | | (307) | | | | | (1,386) | | | | | 94 | |
Comprehensive income (loss) attributable to Aramark stockholders | | | $ | 290,924 | | | | | $ | 8,414 | | | | | $ | (551,822) | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated other comprehensive loss consists of the following (in thousands):
| | | | | | | | | | | |
| September 30, 2022 | | October 1, 2021 |
Pension plan adjustments | $ | (7,210) | | | $ | (24,323) | |
Foreign currency translation adjustments(1) | (213,388) | | | (127,012) | |
Cash flow hedges(2) | 114,725 | | | (49,249) | |
Share of equity investee's accumulated other comprehensive loss | (5,698) | | | (7,427) | |
| $ | (111,571) | | | $ | (208,011) | |
| | | | | |
(1) | Significant change in foreign currency translation adjustment in fiscal 2022 due to the strengthening of the United States dollar against the local currencies of the countries that Aramark operates in. |
(2) | Significant change in cash flow hedges impacted by changes in forward interest rates. |
Currency Translation
Gains and losses resulting from the translation of financial statements of non-United States subsidiaries are reflected as a component of accumulated other comprehensive loss in stockholders' equity. Beginning in fiscal 2018, Argentina was determined to have a highly inflationary economy. As a result, the Company remeasures the financial statements of Argentina's operations in accordance with the accounting guidance for highly inflationary economies. The impact of the remeasurements was a foreign currency transaction loss of $3.5 million, $1.8 million and $2.5 million during fiscal 2022, fiscal 2021 and fiscal 2020, respectively, to the Consolidated Statements of Income (Loss). The impact of foreign currency transaction gains and losses exclusive of Argentina's operations included in the Company's operating results for fiscal 2022, fiscal 2021 and fiscal 2020 were immaterial to the consolidated financial statements.
Current Assets
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
The Company insures portions of its risk in general liability, automobile liability, workers’ compensation liability and property liability through a wholly owned captive insurance subsidiary (the "Captive"), to enhance its risk financing strategies. The Captive is subject to regulations within its domicile of Bermuda, including regulations established by the Bermuda Monetary Authority (the "BMA") relating to levels of liquidity and solvency as such concepts are defined by the BMA. The Captive was in compliance with these regulations as of September 30, 2022. These regulations may have the effect of limiting the Company's ability to access certain cash and cash equivalents held by the Captive for uses other than for the payment of its general liability, automobile liability, workers’ compensation liability, property liability and related Captive costs. As of September 30, 2022 and October 1, 2021, cash and cash equivalents at the Captive were $23.1 million and $194.3 million, respectively. During fiscal 2022, the Captive began investing a portion of its cash and cash equivalents in United States Treasury securities to improve returns on the Captive's assets. The amount of this investment as of September 30, 2022 was $78.2 million and recorded in "Prepayments and other current assets" on the Consolidated Balance Sheets.
Inventories are valued at the lower of cost (principally the first-in, first-out method) or net realizable value. As of September 30, 2022 and October 1, 2021, the Company's reserve for inventory was $51.3 million and $45.7 million, respectively. The inventory reserve is determined based on history and projected customer consumption and specific identification. During the fourth quarter of fiscal 2022, the Company decided to no longer sell personal protective equipment ("PPE"), which required inventory write-downs to zero net realizable value. The Company recorded $19.6 million and $25.4 million in inventory write-down charges to the Consolidated Statements of Income (Loss) during fiscal 2022 and fiscal 2021, respectively, to reflect the net realizable value of PPE inventory within the Uniform segment.
The components of inventories are as follows:
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Food(1) | | 64.0 | % | | 48.7 | % |
Career apparel and linens(2) | | 31.7 | % | | 46.0 | % |
Parts, supplies and novelties | | 4.3 | % | | 5.3 | % |
| | 100.0 | % | | 100.0 | % |
| | | | | |
(1) | Food inventory increased during fiscal 2022 from the recovery of the COVID-19 pandemic ("COVID-19") and the addition of inventory associated with the Union Supply acquisition. |
(2) | Career apparel and linens inventory decreased during fiscal 2022 as the Company ceased production and distribution of PPE and due to greater increase of food inventory as part of total inventory. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Prepayments and other current assets
The following table presents details of "Prepayments and other current assets" as presented in the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Prepaid Insurance | | $ | 15,192 | | | $ | 12,566 | |
Prepaid Taxes and Licenses | | 11,087 | | | 11,159 | |
Current Income Tax Asset | | 10,842 | | | 23,523 | |
Marketable Securities(1) | | 78,204 | | | — | |
Other Prepaid Expenses | | 146,870 | | | 157,739 | |
| | $ | 262,195 | | | $ | 204,987 | |
| | | | | |
(1) | Marketable securities represent held-to-maturity debt securities with original maturities greater than three months, which are maturing within one year. |
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 three to 20 years for service equipment and fixtures. Depreciation expense during fiscal 2022, fiscal 2021 and fiscal 2020 was $367.1 million, $378.3 million and $418.3 million, respectively.
During fiscal 2020, the Company recognized impairment charges of $30.6 million within its FSS United States and FSS International segments, consisting of right-of-use assets ($11.6 million), property and equipment ($17.8 million) and other assets ($1.2 million), which are included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss) for the fiscal year ended October 2, 2020. These impairment charges primarily relate to client contracts that were reassessed due to the impact of COVID-19. In order to determine the impairment charges, the Company compared the estimated fair value of each asset group, calculated using discounted cash flows, to its book value.
Also during fiscal 2020, the Company permanently vacated certain rental properties and assets at various locations throughout the United States related to non-core operations and no longer intended to operate or sublease at these locations. Accordingly, the Company recorded a loss on disposal by abandonment of $28.5 million within its FSS United States segment, consisting of right-of-use assets ($10.3 million), leasehold improvements ($17.4 million) and other assets ($0.8 million), which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss) for the fiscal year ended October 2, 2020. The Company had no remaining lease liability related to the abandoned leases as of October 1, 2021.
During fiscal 2020, the Company received $25.0 million of insurance proceeds from one of its insurance carriers related to property damage and business interruption from a tornado at one of its Uniform market centers in Nashville, Tennessee. These proceeds served to cover the cost of rebuilding the property and for any incremental expenses the Company incurred to continue servicing its customers at nearby market centers. The Company’s insurance policy provided coverage for the property damage and reimbursement for other expenses and incremental costs that have been incurred related to the damages and losses. The Company recorded a gain during fiscal 2020 of $16.3 million from these proceeds, which represents the excess of previously incurred losses, including the write-down of the damaged property and equipment and business interruption expenses. The gain is included in “Cost of services provided (exclusive of depreciation and amortization)” on the Consolidated Statements of Income (Loss). The Company allocated $21.5 million of the insurance proceeds to the recovery of the damaged building and equipment and is included within “Net cash used in investing activities” on the Consolidated Statement of Cash Flows for the fiscal year ended October 2, 2020. The remaining $3.5 million of insurance proceeds is included within “Net cash provided by operating activities” to offset the business interruption expenses incurred during the fiscal year ended October 2, 2020.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Assets
The following table presents details of "Other Assets" as presented in the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Cost to fulfill - Client(1) | | $ | 97,830 | | | $ | 109,541 | |
Cost to fulfill - Rental merchandise in-service(2) | | 359,657 | | | 324,433 | |
Long-term receivables | | 26,412 | | | 31,832 | |
Miscellaneous investments(3) | | 405,463 | | | 405,498 | |
Computer software costs, net(4) | | 199,521 | | | 182,650 | |
Interest rate swap agreements(5) | | 149,755 | | | — | |
Employee sales commissions(6) | | 131,443 | | | 124,610 | |
Other(7) | | 167,325 | | | 156,578 | |
| | $ | 1,537,406 | | | $ | 1,335,142 | |
| | | | | |
(1) | Cost to fulfill - Client represent payments made by the Company to enhance the service resources used by the Company to satisfy its performance obligation (see Note 7). |
(2) | Costs to fulfill - Rental merchandise in-service represent personalized work apparel, linens and other rental items in service at customer locations (see Note 7). |
(3) | Miscellaneous investments represent investments in 50% or less owned entities. |
(4) | Computer software costs represent capitalized costs incurred to purchase or develop software for internal use, and are amortized over the estimated useful life of the software, generally a period of three to 10 years. |
(5) | Interest rate swaps moved from liability positions as of October 1, 2021 to asset positions as of September 30, 2022 due to changes in forward interest rates. |
(6) | Employee sales commissions represent commission payments made to employees related to new or retained business contracts (see Note 7). |
(7) | Other consists primarily of noncurrent deferred tax assets, pension assets, deferred financing costs on certain revolving credit facilities and other noncurrent assets. |
The Company's principal equity method investment is its 50% ownership interest in AIM Services Co., Ltd., a Japanese food and support services company ($128.4 million and $187.5 million at September 30, 2022 and October 1, 2021, respectively).
For investments in 50% or less owned entities, other than those accounted for under the equity method of accounting, the Company measures these investments at cost, less any impairment and adjusted for changes in fair value resulting from observable price changes for an identical or a similar investment of the same issuer due to the lack of readily available fair values related to those investments. During fiscal 2021, the Company identified an observable price change related to an equity investment without a readily determinable fair value and recognized a non-cash gain of $137.9 million on the Consolidated Statements of Income (Loss). The carrying amount of equity investments without readily determinable fair values as of both September 30, 2022 and October 1, 2021 was $180.5 million.
Other Accrued Expenses and Liabilities
The following table presents details of "Accrued expenses and other current liabilities" in the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Deferred income(1) | | $ | 346,954 | | | $ | 340,587 | |
Accrued client expenses | | 172,894 | | | 127,086 | |
Accrued taxes | | 58,988 | | | 58,410 | |
Accrued insurance(2) and interest | | 184,676 | | | 167,323 | |
Other | | 408,559 | | | 441,622 | |
| | $ | 1,172,071 | | | $ | 1,135,028 | |
| | | | | |
(1) | Includes consideration received in advance from customers prior to the service being performed ($324.5 million and $312.6 million) or from vendors prior to the goods being consumed ($22.4 million and $21.3 million) in fiscal 2022 and fiscal 2021, respectively. |
(2) | The Company is self-insured for certain obligations related to its employee health care benefit programs as well as for certain risks retained under its general liability, automobile liability, workers’ compensation liability and property liability programs. Reserves are estimated through actuarial methods, with the assistance of third-party actuaries using loss development assumptions based on the Company's claim history. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Income Taxes and Other Noncurrent Liabilities
The following table presents details of "Deferred Income Taxes and Other Noncurrent Liabilities" as presented in the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Deferred income taxes (see Note 10) | | $ | 501,404 | | | $ | 383,224 | |
Deferred compensation | | 211,703 | | | 212,222 | |
Pension-related liabilities | | 11,775 | | | 16,113 | |
Interest rate swap agreements(1) | | — | | | 65,012 | |
Insurance reserves(2) | | 141,104 | | | 126,314 | |
Other noncurrent liabilities(3) | | 240,601 | | | 276,129 | |
| | $ | 1,106,587 | | | $ | 1,079,014 | |
| | | | | |
(1) | Interest rate swaps moved from liability positions as of October 1, 2021 to asset positions as of September 30, 2022 due to changes in forward interest rates. |
(2) | The Company is self-insured for certain obligations for certain risks retained under its general liability, automobile liability, workers’ compensation liability and property liability programs. Reserves are estimated through actuarial methods, with the assistance of third-party actuaries using loss development assumptions based on the Company's claims history. |
(3) | Fiscal 2022 includes the Union Supply Group, Inc. contingent consideration liability, which was recorded as part of the acquisition and incremental compensation, of $45.8 million (see Note 2). Fiscal 2022 and Fiscal 2021 includes the Next Level Hospitality contingent consideration of $48.4 million and $65.4 million, respectively. Fiscal 2021 includes the $64.3 million payment deferral related to the employer portion of social security taxes as permitted under the Coronavirus Aid, Relief and Economic Security Act. |
Aramark's Intention to Spin-off Uniform Segment
On May 10, 2022, the Company announced its intention to spin-off its Uniform segment into an independent publicly traded company to Aramark’s stockholders. The proposed spin-off is intended to be a tax-free transaction to Aramark and its stockholders for United States federal income tax purposes. The proposed spin-off is expected to be completed in the second half of fiscal 2023, subject to certain customary conditions, including final approval of the Aramark Board of Directors, receipt of a favorable opinion and Internal Revenue Service ruling with respect to the tax-free nature of the transaction, the effectiveness of a registration statement on Form 10 to be filed with the SEC and the receipt of other regulatory approvals. Refer to Note 15 for the Uniform segment financial disclosures.
Impact of COVID-19
COVID-19 adversely affected global economies, disrupted global supply chains and labor force participation and created significant volatility and disruption of financial markets. COVID-19 related disruptions negatively impacted the Company's financial and operating results beginning in the second quarter of fiscal 2020 through the first half of fiscal 2021. The Company's financial results started to improve during the second half of fiscal 2021 and continued to improve throughout fiscal 2022 as COVID-19 restrictions were lifted and operations re-opened.
The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") provided for deferred payment of the employer portion of social security taxes through the end of calendar 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. Deferred social security taxes of $64.2 million were paid in fiscal 2022. Social security taxes of $64.2 million remain deferred, which are recorded as liabilities within "Accrued payroll and related expenses" on the Company’s Consolidated Balance Sheet as of September 30, 2022.
The CARES Act provided an employee retention credit, which is a refundable tax credit against certain employment taxes. During the fiscal years ended October 1, 2021 and October 2, 2020, the Company recorded $15.1 million and $18.7 million, respectively, related to the employee retention credit in “Cost of services provided (exclusive of depreciation and amortization)” on the Company’s Consolidated Statements of Income (Loss). As of September 30, 2022, the Company has a $23.8 million receivable balance from the United States government related to the CARES Act, which is recorded in "Receivables" on the Company's Consolidated Balance Sheet.
Within the FSS International and Uniform segments, many foreign jurisdictions in which the Company operates provided companies various forms of relief from COVID-19, including labor related tax credits. These labor related tax credits generally allowed companies to receive credits if they retained employees on their payroll, rather than furloughing or terminating employees as a result of the business disruption caused by COVID-19. The Company qualified for these tax credits. The Company recorded $37.0 million, $155.3 million and $128.1 million of labor related tax credits within "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss) during the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020, respectively, of which $0.4 million, $17.9 million and $23.0
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
million, respectively, were recorded in the Uniform segment with the remaining balances recorded in the FSS International segment. The Company does not expect to receive additional tax credits related to COVID-19 relief at this time.
The Company accounted for these labor related tax credits as a reduction to the expense that they were intended to compensate in the period in which the corresponding expense was incurred and there was reasonable assurance the Company would both receive the tax credits and comply with all conditions attached to the tax credits.
Supplemental Cash Flow Information
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
(dollars in millions) | | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Interest paid | | $ | 333.3 | | | $ | 369.7 | | | $ | 353.6 | |
Income taxes paid (refunded) | | 16.2 | | | (104.9) | | | 40.2 | |
Significant non-cash activities are as follows:
•During fiscal 2022, fiscal 2021 and fiscal 2020, the Company executed finance lease transactions. The present value of the future rental obligations was $35.8 million, $36.0 million and $29.3 million for the respective periods, which is included in "Property and Equipment, at cost" and "Long-Term Borrowings" on the Consolidated Balance Sheets.
•During fiscal 2022, fiscal 2021 and fiscal 2020, cashless settlements of the exercise price and related employee minimum tax withholding liabilities of share-based payment awards were $17.8 million, $24.5 million and $92.3 million, respectively.
NOTE 2. ACQUISITIONS:
Union Supply Group, Inc.
On June 2, 2022, the Company completed the acquisition of Union Supply Group Inc. ("Union Supply"), a commissary goods and services supplier, pursuant to the Stock Purchase Agreement ("Union Supply Purchase Agreement") dated as of April 8, 2022, by and among Aramark Correctional Services, LLC, a wholly owned subsidiary of the Company, and Tom Thomas, in his capacity as the sellers' representative. Upon completion of the acquisition, Union Supply became a wholly owned subsidiary of the Company and its results are included in the Company's FSS United States segment. The cash consideration paid for Union Supply was $199.6 million. The Union Supply Purchase Agreement provided for contingent consideration, which the Company may be required to pay if Union Supply achieves certain adjusted EBITDA levels during calendar year 2023. A contingent consideration liability of $40.2 million was recorded as part of the acquisition with a separate amount that will be accounted for as compensation expense to be recognized in earnings over the earnout period. The acquisition was financed utilizing funds from the Company's Receivables Facility.
Consideration
The Company has accounted for the Union Supply acquisition as a business combination under the acquisition method of accounting. The Company finalized its allocation of the purchase price for the transaction based upon the fair value of net assets acquired and liabilities assumed at the date of acquisition.
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value
The following table summarize the assets and liabilities assigned as of the acquisition date (in thousands):
| | | | | |
Current assets | $ | 102,925 | |
Noncurrent assets | 208,181 | |
Total assets | $ | 311,106 | |
| |
Current liabilities | $ | 24,308 | |
Noncurrent liabilities | 87,171 | |
Total liabilities | $ | 111,479 | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Intangible Assets
The following table identifies the Company’s allocation of purchase price to the intangible assets acquired by category:
| | | | | | | | | | | |
| | Estimated Fair Value (in millions) | Weighted-Average Estimated Useful Life (in years) |
Customer relationship assets | | $ | 82.3 | | 15 |
Trade name | | 43.0 | | 15 |
Total intangible assets | | $ | 125.3 | | |
The fair value of the customer relationship assets was determined using the “multi-period excess earnings method” which considers the present value of net cash flows expected to be generated by the customer relationships, excluding any cash flows related to contributory assets. The fair value of the trade name acquired was determined using the “relief-from-royalty method” which considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned.
Goodwill
The Company recorded $56.9 million of goodwill in connection with its purchase price allocation relating to the Union Supply acquisition, all of which was recognized in the FSS United States segment. Goodwill is calculated as the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as assembled workforce. Factors that contributed to the Company's recognition of goodwill include the Company's intent to complement its existing corrections business and expand its customer base. None of the goodwill recognized is expected to be deductible for income tax purposes.
Revenue and Earnings for Union Supply
Included in the Company’s Consolidated Statements of Income (Loss) for the fiscal year ended September 30, 2022 was revenues and net loss from Union Supply of $82.5 million and $11.3 million, respectively. The net loss from Union Supply was driven by incremental costs established during the allocation of the purchase price related to inventory, intangible assets and compensation expense associated with the contingent consideration. The effects of the acquisition on proforma revenue and net income of the combined entity were not material.
Next Level Hospitality
On June 4, 2021, the Company completed the acquisition of Next Level Hospitality ("Next Level"), a premier provider of culinary and environmental services in the senior living industry, specializing in skilled nursing and rehabilitation facilities, pursuant to the Unit Purchase Agreement ("Next Level Purchase Agreement") dated as of April 28, 2021, by and among Aramark Healthcare Support Services, LLC, a wholly owned subsidiary of the Company, Aramark Services, Inc. ("ASI"), a wholly owned subsidiary of the Company, Next Level Hospitality Services, LLC, Next Level Stockholders and Seth Gribetz, in his capacity as Stockholder Representative. Next Level is a wholly owned subsidiary of the Company and its results are included in the Company's FSS United States segment. The cash consideration paid for Next Level was $226.1 million. In addition, contingent consideration of $78.4 million was recorded as part of the acquisition. The acquisition was financed utilizing cash and cash equivalents on hand.
Consideration
The Company accounted for the Next Level acquisition as a business combination under the acquisition method of accounting. The Company finalized its allocation of the purchase price for the transaction based upon the fair value of net assets acquired and liabilities assumed at the date of acquisition.
Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value
The following tables summarize the assets and liabilities assigned as of the acquisition date (in thousands):
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | |
Current assets | $ | 18,088 | |
Noncurrent assets | 307,291 | |
Total assets | $ | 325,379 | |
| |
Current liabilities | $ | 50,956 | |
Noncurrent liabilities | 48,323 | |
Total liabilities | $ | 99,279 | |
Intangible Assets
The following table identifies the Company’s allocation of purchase price to the intangible assets acquired by category:
| | | | | | | | | | | |
| | Estimated Fair Value (in millions) | Weighted-Average Estimated Useful Life (in years) |
Customer relationship assets | | $ | 133.0 | | 15 |
Trade name | | 49.5 | | 15 |
Total intangible assets | | $ | 182.5 | | |
The fair value of the customer relationship assets was determined using the “multi-period excess earnings method” which considers the present value of net cash flows expected to be generated by the customer relationships, excluding any cash flows related to contributory assets. The fair value of the trade name acquired was determined using the “relief-from-royalty method” which considers the discounted estimated royalty payments that are expected to be avoided as a result of the trademarks being owned.
Goodwill
The Company recorded $123.6 million of goodwill in connection with its purchase price allocation relating to the Next Level acquisition, all of which was recognized in the FSS United States reporting segment. Goodwill is calculated as the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as assembled workforce. Factors that contributed to the Company's recognition of goodwill include the Company's intent to complement its existing healthcare business and expand its customer base. Goodwill related to the Next Level acquisition is deductible for income tax purposes.
Other Acquisitions
During fiscal 2022, fiscal 2021 and fiscal 2020, the Company paid net cash consideration of $140.4 million, $39.7 million and $22.2 million, respectively, for various acquisitions, excluding the purchase of Union Supply and Next Level. The revenue, net income, assets and liabilities of the acquisitions did not have a material impact on the Company's consolidated financial statements.
Merger and Integration Costs
During fiscal 2021 and fiscal 2020, the Company incurred merger and integration costs of $22.2 million and $28.9 million, respectively, as a result of the Avendra and AmeriPride acquisitions that occurred during fiscal year 2018. The expenses mainly related to costs for transitional employees and integration related consulting costs and charges related to plant consolidations, mainly asset write-downs, the implementation of a new route accounting system and other expenses.
NOTE 3. SEVERANCE:
During fiscal 2022, the Company made changes to its organization to streamline and improve the efficiency and effectiveness of its operations and overhead functions within the FSS United States and FSS International segments. These actions included headcount reductions, which resulted in severance charges of $19.6 million during the fiscal year ended September 30, 2022, which were recorded in “Cost of services provided (exclusive of depreciation and amortization)” on the Consolidated Statements of Income (Loss).
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the severance charges by segment recognized in the Consolidated Statements of Income (Loss) for the fiscal year ended September 30, 2022 (in millions):
| | | | | |
FSS United States | $ | 7.7 | |
FSS International | 11.9 | |
| |
| |
| $ | 19.6 | |
During fiscal 2021, the Uniform segment approved action plans to streamline and improve the efficiency and effectiveness of the segment's general and administrative functions. Part of this action plan also included a series of facility consolidations and closures. As a result of these actions, severance charges of $9.0 million were recorded within “Cost of services provided (exclusive of depreciation and amortization)” on the Consolidated Statements of Income (Loss) for the fiscal year ended October 1, 2021.
During fiscal 2020, the Company made changes to its organization as a result of COVID-19. These actions included headcount reductions, which resulted in severance charges of $145.8 million during the fiscal year ended October 2, 2020, which were recorded in both “Cost of services provided (exclusive of depreciation and amortization)” and “Selling and general corporate expenses” on the Consolidated Statements of Income (Loss). The Company reversed $16.3 million of unpaid obligations related to this severance obligation during fiscal 2021, which were recorded in both "Cost of services provided (exclusive of depreciation and amortization)" and "Selling and general corporate expenses" on the Consolidated Statements of Income (Loss).
The following table summarizes the severance charges by segment recognized in the Consolidated Statements of Income (Loss) for the fiscal year ended October 2, 2020 (in millions):
| | | | | |
FSS United States | $ | 51.8 | |
FSS International | 87.3 | |
Uniform | 4.9 | |
Corporate | 1.8 | |
| $ | 145.8 | |
The following table summarizes the unpaid obligations for severance and related costs as of September 30, 2022, which are included in "Accrued payroll and related expenses" on the Consolidated Balance Sheets. | | | | | | | | | | | | | | | | | | | | | | | |
(in millions) | October 1, 2021 | | Charges | | Payments and Other | | September 30, 2022 |
Fiscal 2020 Severance | $ | 24.6 | | | $ | — | | | $ | (19.6) | | | $ | 5.0 | |
Fiscal 2021 Severance | 9.0 | | | — | | | (5.6) | | | 3.4 | |
Fiscal 2022 Severance | — | | | 19.6 | | | (2.8) | | | 16.8 | |
Total Reorganization | $ | 33.6 | | | $ | 19.6 | | | $ | (28.0) | | | $ | 25.2 | |
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 or region is evaluated separately since such operating units are relatively autonomous and separate goodwill balances have been recorded for each entity. The Company performs its annual impairment test as of the end of the fiscal month of August. 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, calculated using a discounted cash flow method or market based method, of each reporting unit with its estimated net book value.
During the fourth quarter of fiscal 2022, the Company performed the annual impairment test for goodwill for each of the reporting units using a quantitative testing approach. The Company compared the estimated fair value using a discounted cash flow or market based method of each reporting unit with its book value. Based on the evaluation performed, the Company determined that the fair value of each of the reporting units significantly exceeded its respective carrying amount, and therefore, the Company determined that goodwill was not impaired.
During fiscal 2020, the Company identified a triggering event from the decline in its stock price resulting from COVID-19. As a result, the Company performed a quantitative impairment test and recognized a non-cash impairment charge of $198.6 million
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
related to one reporting unit within the FSS International segment on the Consolidated Statements of Income (Loss) for the fiscal year ended October 2, 2020. For tax purposes, the impairment charge was not tax deductible. The impaired reporting unit has a remaining goodwill balance of $91.3 million as of September 30, 2022.
The determination of fair value for each reporting unit includes assumptions, which are considered Level 3 inputs, that are subject to risk and uncertainty. The discounted cash flow calculations are dependent on several subjective factors including the timing of future cash flows and the underlying margin projection assumptions, future growth rates and the discount rate. If assumptions or estimates in the fair value calculations change or if future cash flows or future growth rates vary from what was expected, this may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in a decline in fair value that may trigger future impairment charges.
Changes in total goodwill during fiscal 2022 are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
Segment | October 1, 2021 | | Acquisitions | | | | Translation & Other | | September 30, 2022 |
FSS United States | $ | 4,087,936 | | | $ | 61,761 | | | | | $ | 569 | | | $ | 4,150,266 | |
FSS International | 434,465 | | | 25,401 | | | | | (58,383) | | | 401,483 | |
Uniform | 964,896 | | | — | | | | | (1,521) | | | 963,375 | |
| $ | 5,487,297 | | | $ | 87,162 | | | | | $ | (59,335) | | | $ | 5,515,124 | |
Other intangible assets consist of (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2022 | | October 1, 2021 |
| Gross Amount | | Accumulated Amortization | | Net Amount | | Gross Amount | | Accumulated Amortization | | Net Amount |
Customer relationship assets | $ | 1,474,588 | | | $ | (487,877) | | | $ | 986,711 | | | $ | 2,106,423 | | | $ | (1,173,092) | | | $ | 933,331 | |
Trade names | 1,133,736 | | | (6,721) | | | 1,127,015 | | | 1,100,579 | | | (5,288) | | | 1,095,291 | |
| $ | 2,608,324 | | | $ | (494,598) | | | $ | 2,113,726 | | | $ | 3,207,002 | | | $ | (1,178,380) | | | $ | 2,028,622 | |
During fiscal 2022, the Company acquired customer relationship assets and trade names with values of $165.5 million and $56.3 million, respectively. During fiscal 2021, the Company acquired customer relationship assets and trade names with values of $157.8 million and $52.5 million, respectively. Customer relationship assets are being amortized principally on a straight-line basis over the expected period of benefit with a weighted average life of approximately 14 years. The Aramark, Avendra and a majority of the other trade names are indefinite lived intangible assets and are not amortized, but are evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The Company utilized the "relief-from-royalty" method, which considers the discounted estimated royalty payments that are expected to be avoided as a result of the trade names being owned. The Company completed its annual trade name impairment test for fiscal 2022, which did not result in an impairment charge. Amortization of other intangible assets for fiscal 2022, fiscal 2021 and fiscal 2020 was $108.7 million, $116.5 million and $117.6 million, respectively.
Based on the recorded balances at September 30, 2022, total estimated amortization of all acquisition-related intangible assets for fiscal years 2023 through 2027 are as follows (in thousands):
| | | | | |
2023 | $ | 102,776 | |
2024 | 102,361 | |
2025 | 102,387 | |
2026 | 99,108 | |
2027 | 91,025 | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. BORROWINGS:
Long-term borrowings, net, are summarized in the following table (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Senior secured revolving credit facility, due April 2026 | | $ | 90,897 | | | $ | 71,896 | |
Senior secured term loan facility, due March 2025 | | 1,661,611 | | | 1,660,382 | |
Senior secured term loan facility, due April 2026 | | 334,135 | | | 406,543 | |
Senior secured term loan facility, due January 2027 | | 834,619 | | | 833,643 | |
Senior secured term loan facility, due April 2028 | | 723,170 | | | 721,986 | |
5.000% senior notes, due April 2025 | | 547,981 | | | 594,719 | |
3.125% senior notes, due April 2025(1) | | 317,204 | | | 374,668 | |
6.375% senior notes, due May 2025 | | 1,487,593 | | | 1,483,328 | |
| | | | |
5.000% senior notes, due February 2028 | | 1,141,491 | | | 1,140,144 | |
Receivables Facility, due June 2024 | | 104,935 | | | — | |
Finance leases | | 147,373 | | | 146,368 | |
Other | | 19,898 | | | 18,590 | |
| | 7,410,907 | | | 7,452,267 | |
Less—current portion | | (65,047) | | | (58,850) | |
| | $ | 7,345,860 | | | $ | 7,393,417 | |
| | | | | |
(1) | This is a Euro denominated borrowing. See the disclosure below in the Senior Notes section for further information. |
As of September 30, 2022, there were $748.5 million of outstanding foreign currency borrowings.
Senior Secured Credit Agreement
ASI, an indirect wholly owned subsidiary of the Company, and certain of its subsidiaries entered into a credit agreement on March 28, 2017 (as supplemented or otherwise modified from time to time, the "Credit Agreement"), which replaced the existing Amended and Restated Credit Agreement, originally dated January 26, 2007, and last amended on March 28, 2014 (the "Previous Credit Agreement").
The Credit Agreement includes senior secured term loan facilities consisting of the following as of September 30, 2022:
•A United States dollar denominated term loan to ASI in the amount of $1,661.6 million, due 2025 ("United States Term B-3 Loans due 2025"), $834.6 million, due 2027 ("United States Term B-4 Loans due 2027") and $723.2 million due 2028 ("United States Term B-5 Loans due 2028");
•A yen denominated term loan to ASI in the amount of ¥8,626.1 million (approximately $59.6 million), due 2026 (the "Yen Term C-2 Loans due 2026");
•A Canadian dollar denominated term loan to Aramark Canada Ltd. in the amount of C$243.3 million (approximately $175.9 million), due 2026 (the "Canadian Term A-3 Loans due 2026"); and
•A euro denominated term loan to Aramark Investments Limited, a U.K. borrower, in an amount of €100.8 million (approximately $98.7 million), of which €28.4 million (approximately $27.8 million) is due in 2023 (the "Euro Term A-1 Loans due 2023") and the remainder of which is due 2026 (the "Euro Term A-2 Loans due 2026").
The Credit Agreement also includes a revolving credit facility available for loans in United States dollars, Canadian dollars, euros and pounds sterling to ASI and certain foreign borrowers with aggregate commitments of $1.2 billion. A portion of the revolving credit facility with commitments of $53.7 million has a final maturity date of October 1, 2023 and the remainder of the revolving credit facility has a final maturity date of April 6, 2026. As of September 30, 2022, there was $1,105.6 million available for borrowing under the revolving credit facility. The Company's revolving credit facility includes a $250.0 million sublimit for letters of credit. The revolving credit facility may be drawn by ASI as well as by certain foreign subsidiaries of ASI. Each foreign borrower is subject to a sublimit of $150.0 million with respect to borrowings under the revolving credit facility. In addition to paying interest on outstanding principal under the senior secured credit facilities, 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 revolving credit facility is subject to a commitment fee ranging from a rate of 0.15% to 0.30% per annum. The actual rate within the range is based on a Consolidated Leverage Ratio, as defined in the Credit Agreement.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The primary borrower under the senior secured credit facilities is ASI. In addition, certain subsidiaries of ASI are borrowers of the term loan facilities 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 Credit Agreement.
The applicable margin on the United States Term B-3 Loans due 2025 and the United States Term B-4 Loans due 2027 is 1.75% with respect to eurocurrency (LIBOR) borrowings, subject to a LIBOR floor of 0.00%, and 0.75% with respect to base-rate borrowings, subject to a minimum base rate of 0.00%. The applicable margin on the United States Term B-5 Loans due 2028 is 2.50% with respect to eurocurrency (LIBOR) borrowings, subject to a LIBOR floor of 0.00% and 1.50% with respect to base-rate borrowings, subject to a minimum base rate of 0.00%. The applicable margin spread for the Yen Term C-2 Loans due 2026, the Canadian Term A-3 Loans due 2026, the Euro Term A-1 Loans due 2023, the Euro Term A-2 Loans due 2026 and the senior secured revolving credit facility is 1.125% to 1.625% (as of September 30, 2022 - 1.625%) with respect to eurocurrency (LIBOR) borrowings, bankers’ acceptance ("BA") rate borrowings, Tokyo Interbank offer ("TIBOR") rate borrowings and letters of credit fees, subject to a floor of 0.00%, and 0.125% to 0.625% (as of September 30, 2022 - 0.625%) with respect to United States and Canadian base rate borrowings, subject to a floor of 0.00%, and 1.1576% to 1.6576% (as of September 30, 2022 - 1.6576%) with respect to Sterling Overnight Index Average ("SONIA") rate borrowings, subject to a floor of 0.00%. The actual spreads within all ranges referred to above are based on a Consolidated Leverage Ratio, as defined in the Credit Agreement.
Fiscal 2021 Refinancing Transactions
On April 6, 2021, the Company entered into Amendment No. 11 to the Credit Agreement. Amendment No. 11 provided for, among other things, the extension of the maturity date, in each case, applicable to a portion of the revolving credit facility (the "2018 Tranche Revolving Facility"), a portion of the Canadian dollar denominated term loan due October 2023 (the "Canadian Term A-2 Loans due 2023"), a portion of the Euro Term A-1 Loans due 2023, all of the Yen Term C-1 Loans due 2023 and all of the United States dollar denominated term loan due 2024 (the "United States Term B-2 Loans due 2024") and an increase of $200.0 million in commitments available under the 2018 Tranche Revolving Facility, in each case, under the Credit Agreement through the establishment of Replacement Revolving Commitments (as defined in the Credit Agreement), New Revolving Commitments (as defined in the Credit Agreement), borrowings of Extended Term Loans (as defined in the Credit Agreement) and borrowings of Refinancing Term Loans (as defined in the Credit Agreement), as applicable, under the Credit Agreement comprised of (i) in the case of the portion of the 2018 Tranche Revolving Facility which was extended, new 2021 Tranche Revolving Commitments (the "New 2021 Tranche Revolving Commitments") in an amount equal to $1,153.1 million, terminating in April 2026, (ii) in the case of the portion of the Canadian Term A-2 Loans due 2023 which was extended, the new Canadian Term A-3 Loans due 2026 in an amount equal to C$276.9 million, due in April 2026, (iii) in the case of the portion of the Euro Term A-1 Loans due 2023 which was extended, the new Euro Term A-2 Loans due 2026 in an amount equal to €78.8 million, due in April 2026, (iv) in the case of the Yen Term C-1 Loans due 2023, the new Yen Term C-2 Loans due 2026 in an amount equal to ¥9,343.3 million, due in April 2026 and (v) in the case of the United States Term B-2 Loans due 2024, the new United States Term B-5 Loans due 2028 in an amount equal to $833.0 million, due in April 2028. The new Canadian Term A-3 Loans due 2026, Euro Term A-2 Loans due 2026, Yen Term C-2 Loans due 2026 and United States Term B-5 Loans due 2028 were funded in full on April 6, 2021 and were applied by the Company to refinance in part the Canadian Term A-2 Loans due 2023 and Euro Term A-1 Loans due 2023 and to refinance in full the Yen Term C-1 Loans due 2023 and United States Term B-2 Loans due 2024, in each case, previously outstanding under the Credit Agreement. As of April 6, 2021 and after giving effect to Amendment No. 11, $53.7 million of 2018 Tranche Revolving Commitments, €33.6 million of Euro Term A-1 Loans due 2023 and C$27.1 million of Canadian Term A-2 Loans due 2023 were outstanding under the Credit Agreement, as amended by Amendment No. 11, in each case due in October 2023 (which date is unchanged from the previous maturity date). The Canadian Term A-2 Loans due 2023 were repaid in full as of October 1, 2021.
The New 2021 Tranche Revolving Commitments are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing 2018 Tranche Revolving Facility outstanding under the Credit Agreement. For the avoidance of doubt, the remaining 2018 Revolving Tranche Commitments shall be available only in United States dollars and shall bear interest and accrue unused fees at rates consistent with the 2021 Tranche Revolving Facility.
The Canadian Term A-3 Loans due 2026 are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s Canadian Term A-2 Loans due 2023 under the Credit Agreement. Amortization payments in respect of the remaining Canadian Term A-2 Loans due 2023 have been reduced on a pro rata basis to reflect the partial refinancing thereof.
The Euro Term A-2 Loans due 2026 are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing Euro Term A-1 Loans due 2023 outstanding under the Credit Agreement. Amortization payments in respect of the remaining Euro Term A-1 Loans have been
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
reduced on a pro rata basis to reflect the partial refinancing thereof.
The Yen Term C-2 Loans due 2026 are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing Yen Term C-1 Loans due 2023 outstanding under the Credit Agreement, except for the option to use TIBOR rate borrowings on or after January 31, 2022.
The United States Term B-5 Loans due 2028 are subject to substantially similar terms currently relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s existing United States Term B Loans outstanding under the Credit Agreement.
The Company capitalized third-party costs of $16.8 million related to banker fees, rating agency fees and legal fees directly attributable to the refinancings in Amendment No. 11, which are included in "Long-Term Borrowings" and "Other Assets" on the Consolidated Balance Sheets. Amounts paid for the capitalized third-party costs are included within "Other Financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended October 1, 2021. Additionally the Company recorded a $2.7 million non-cash loss for the write-off of unamortized deferred financing costs on the revolving credit facility and United States Term B-2 Loans due 2024 to "Interest and Other Financing Costs, net" in the Consolidated Statements of Income (Loss) for the fiscal year ended October 1, 2021.
Fiscal 2020 Refinancing Transactions
On January 15, 2020, ASI entered into Amendment No. 8 to the Credit Agreement. Amendment No. 8 provided for an incremental, senior secured credit facility under the Credit Agreement, the United States Term B-4 Loans due 2027, comprised of a United States dollar denominated term loan made to ASI in an amount equal to $900.0 million, due January 15, 2027. The United States Term B-4 Loans due 2027 were borrowed with an original issue discount of 0.125%.
The net proceeds from the United States Term B-4 Loans due 2027 were used to redeem the aggregate $900.0 million principal amount outstanding on ASI’s 5.125% Senior Notes due 2024 (the “2024 Notes”) at a redemption price of 102.563% of the aggregate principal amount and to pay accrued interest, certain fees and related expenses. The Company recorded $20.9 million of charges to "Interest and Other Financing Costs, net" in the Consolidated Statements of Income (Loss) for the fiscal year ended October 2, 2020, consisting of the payment of a $23.1 million call premium and a $2.2 million non-cash gain for the write-off of unamortized debt premium and unamortized deferred financing costs on the 2024 Notes. The Company capitalized third-party costs of $6.6 million related to banker fees, rating agency fees and legal fees directly attributable to the United States Term B-4 Loans due 2027, which are included in "Long-Term Borrowings" on the Consolidated Balance Sheets. Amounts paid for the call premium and capitalized third-party costs are included within "Other financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended October 2, 2020.
The United States Term B-4 Loans due 2027 are subject to substantially similar terms relating to guarantees, collateral, mandatory prepayments and covenants that are applicable to the Company’s then existing United States Term B-2 Loans due 2024 and United States Term B-3 Loans due 2025, in each case, outstanding under the Credit Agreement as of October 2, 2020.
Incremental Facilities
The Credit Agreement provides that the Company has the right at any time to request one or more incremental term loan facilities or increases under existing term loan facilities and/or additional revolving credit facilities or increases under the existing revolving credit facility in an amount up to $1,400.0 million of incremental commitments in the aggregate plus an unlimited amount so long as the pro forma Consolidated Secured Debt to Covenant Adjusted EBITDA ratio (each as calculated in accordance with the Credit Agreement (the "Consolidated Secured Debt Ratio")) would not exceed 3.00 to 1.00, plus any amount of loans and commitments optionally prepaid and terminated under the senior secured credit facilities. 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 customary conditions precedent.
Prepayments and Amortization
The Credit Agreement requires the Company to prepay outstanding term loans, subject to certain exceptions, with:
•50% of ASI's annual excess cash flow (as defined in the Credit Agreement) with step-downs to 25% and 0% upon ASI's reaching certain Consolidated Secured Debt Ratio thresholds; provided, further, that such prepayment shall only be required to the extent excess cash flow for the applicable year exceeds $10.0 million;
•100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; provided, further, that such prepayment shall only be required to the extent net cash proceeds exceeds $100.0 million; and
•100% of the net cash proceeds of any incurrence of debt, but excluding proceeds from certain debt permitted under the Credit Agreement.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The foregoing mandatory prepayments will be applied to the term loan facilities on a pro rata basis and will reduce the obligations to make scheduled amortization payments on a dollar for dollar basis as directed by the Company. The Company may voluntarily repay outstanding loans under the Credit Agreement any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. Prepaid term loans may not be reborrowed.
The Company made optional prepayments of $194.1 million of outstanding United States dollar and Canadian dollar term loans during fiscal 2021.
If a change of control as defined in the Credit Agreement occurs, this will cause an event of default under the Credit Agreement. Upon an event of default, the new 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 new senior secured credit facilities under the Credit Agreement.
The new Canadian Term A-3 Loans due 2026 require the payment of installments in quarterly principal amounts of C$5.2 million from September 30, 2023 through March 31, 2024, C$6.9 million from June 30, 2024 through March 31, 2025, C$10.4 million from June 30, 2025 through March 31, 2026 and C$159.2 million at maturity.
The new Euro Term A-2 Loans due 2026 require the payment of installments in quarterly principal amounts of €1.0 million from June 30, 2021 through March 31, 2023, €1.5 million from June 30, 2023 through March 31, 2024, €2.0 million from June 30, 2024 through March 31, 2025, €3.0 million from June 30, 2025 through March 31, 2026 and €45.3 million at maturity.
The remaining Euro Term A-1 Loans due 2023 require the payment of installments in quarterly principal amounts of €1.5 million from December 31, 2022 through September 29, 2023 and €22.5 million at maturity.
The new Yen Term C-2 Loans due 2026 require the payment of installments in quarterly principal amounts of ¥116.8 million from June 30, 2021 through March 31, 2023, ¥175.2 million from June 30, 2023 through March 31, 2024, ¥233.6 million from June 30, 2024 through March 31, 2025, ¥350.4 million from June 30, 2025 through March 31, 2026 and ¥5,372.4 million at maturity.
The United States Term B-5 Loans due 2028 require the payment of $730.5 million at maturity. All quarterly amortization installments with respect to the United States Term B-5 Loans due 2028 were repaid in full as of October 1, 2021.
Guarantees
All obligations under the Credit Agreement are unconditionally guaranteed by Aramark Intermediate HoldCo Corporation and, subject to certain exceptions, substantially all of ASI's existing and future wholly-owned domestic subsidiaries excluding certain immaterial subsidiaries, Receivables Facility subsidiaries, certain other customarily excluded subsidiaries and certain subsidiaries designated under the Credit Agreement as "unrestricted subsidiaries," referred to, collectively, as the United States Guarantors. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by (i) a pledge of 100% of the capital stock of ASI, (ii) pledges of 100% of the capital stock (or 65% of voting stock and 100% of non-voting stock, in the case of the stock of foreign subsidiaries) held by ASI, Aramark Intermediate HoldCo Corporation or any of the United States Guarantors and (iii) a security interest in, and mortgages on, substantially all tangible assets of Aramark Intermediate HoldCo Corporation, ASI or any of the United States Guarantors.
Certain Covenants
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, ASI's ability and the ability of its restricted subsidiaries 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 subordinated debt, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to ASI from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing ASI's subordinated debt (or any indebtedness that refinances its subordinated debt); and fundamentally change ASI's business. The Credit Agreement also contains certain customary affirmative covenants, such as financial and other reporting, and certain events of default. At September 30, 2022, ASI was in compliance with all of these covenants.
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, not to exceed 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 in the 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 the Credit Agreement, which, if ASI's lenders under the Credit Agreement (other than the lenders in respect of ASI’s United States Term B-3 Loans due 2025, United States Term B-4 Loans due 2027 and United States Term B-5
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Loans due 2028 which lenders shall not benefit from the maximum Consolidated Secured Debt Ratio) failed to waive any such default, would also constitute a default under the indentures governing the senior notes. The actual ratio at September 30, 2022 was 2.73x.
The Credit Agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, as a condition for ASI and its restricted subsidiaries to incur additional indebtedness and to make certain restricted payments. The minimum Interest Coverage Ratio is at least 2.00x for the term of the Credit Agreement. If ASI 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 Credit Agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. The actual ratio was 3.55x for the fiscal year ended September 30, 2022.
A failure to pay any obligations under the Credit Agreement as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the senior notes.
Senior Notes
6.375% Senior Notes due 2025
On April 27, 2020, ASI issued $1,500.0 million aggregate principal amount of 6.375% Senior Notes due May 1, 2025 (the "6.375% 2025 Notes"). ASI used the net proceeds from the 6.375% 2025 Notes for general corporate purposes. The Company capitalized third-party costs of $22.3 million directly attributable to the 6.375% 2025 Notes, which are included in "Long-Term Borrowings" on the Consolidated Balance Sheets and within "Other financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended October 2, 2020.
The 6.375% 2025 Notes were issued pursuant to an indenture, dated as of April 27, 2020 (the "6.375% 2025 Notes Indenture"), entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and the U.S. Bank National Association, as trustee. The 6.375% 2025 Notes were issued at par.
The 6.375% 2025 Notes are senior unsecured obligations of ASI. The 6.375% 2025 Notes rank equal in right of payment to all of the Issuer's existing and future senior indebtedness and will rank senior in right of payment to the Issuer's future subordinated indebtedness. The 6.375% 2025 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of ASI. The guarantees of the 6.375% 2025 Notes rank equal in right of payment to all of the senior obligations of such guarantor. The 6.375% 2025 Notes are effectively subordinated to all of ASI's existing and future secured indebtedness, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all of the liabilities of any of ASI's subsidiaries that do not guarantee the 6.375% 2025 Notes. Interest on the 6.375% 2025 Notes is payable on May 1 and November 1 of each year.
In the event of certain types of changes of control, the holders of the 6.375% 2025 Notes may require ASI to purchase for cash all or a portion of their 6.375% 2025 Notes at a purchase price equal to 101% of the principal amount of such 6.375% 2025 Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date.
The 6.375% 2025 Notes Indenture contains covenants limiting ASI'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 ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI's and its restricted subsidiaries assets; and designate ASI's subsidiaries as unrestricted subsidiaries. The 6.375% 2025 Notes 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 applicable series of 6.375% 2025 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the 6.375% 2025 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the other senior notes and obligations under the Credit Agreement.
5.000% Senior Notes due 2028
On January 18, 2018, ASI issued $1,150.0 million aggregate principal amount of 5.000% Senior Notes due February 1, 2028 (the "2028 Notes"). The net proceeds from the 2028 Notes were used to finance the AmeriPride acquisition that occurred in fiscal 2018, to pay down certain borrowings under the revolving credit facility and to pay fees related to the transaction. The Company capitalized third-party costs of $14.2 million directly attributable to the 2028 Notes, which are included in "Long-Term Borrowings" on the Consolidated Balance Sheets and are being amortized over the debt period.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The 2028 Notes were issued pursuant to an indenture, dated as of January 18, 2018 (the "2028 Notes Indenture"), entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and the U.S. Bank National Association, as trustee. The 2028 Notes were issued at par.
The 2028 Notes are senior unsecured obligations of ASI. The 2028 Notes rank equal in right of payment to all of the Issuer's existing and future senior indebtedness and will rank senior in right of payment to the Issuer's future subordinated indebtedness. The 2028 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of ASI. The guarantees of the 2028 Notes rank equal in right of payment to all of the senior obligations of such guarantor. The 2028 Notes are effectively subordinated to all of ASI's existing and future secured indebtedness, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all of the liabilities of any of ASI's subsidiaries that do not guarantee the 2028 Notes. Interest on the 2028 Notes is payable on February 1 and August 1 of each year.
At any time prior to February 1, 2023, ASI has the option to redeem all or a part of the 2028 Notes at a purchase price equal to 100% of the principal amount of such 2028 Notes plus an applicable premium and accrued and unpaid interest, if any, to, but not including the date of redemption.
The 2028 Notes Indenture contains covenants limiting ASI'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 ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI's and its restricted subsidiaries assets; and designate ASI's subsidiaries as unrestricted subsidiaries. The 2028 Notes 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 applicable series of 2028 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the 2028 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the other senior notes and obligations under the Credit Agreement.
5.000% Senior Notes due 2025 and 3.125% Senior Notes due 2025
On March 22, 2017, ASI issued $600.0 million of 5.000% Senior Notes due April 1, 2025 (the "5.000% 2025 Notes"). The 5.000% 2025 Notes were issued pursuant to an indenture (the "5.000% 2025 Notes Indenture"), entered into by and among ASI, the Company and certain other Aramark entities, as guarantors, and The Bank of New York Mellon, as trustee. The 5.000% 2025 Notes were issued at par. On March 27, 2017, Aramark International Finance S.à.r.l. ("AIFS"), an indirect wholly owned subsidiary of the Company, issued €325.0 million of 3.125% Senior Notes due April 1, 2025 (the "3.125% 2025 Notes" and, together with the 5.000% 2025 Notes, the "2025 Notes"). The 3.125% 2025 Notes were issued pursuant to an indenture (the "3.125% 2025 Notes Indenture"), entered into by and among AIFS, the Company and certain other Aramark entities, as guarantors, The Bank of New York Mellon, as trustee and registrar, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent. The 3.125% 2025 Notes were issued at par.
The 2025 Notes are senior unsecured obligations of the respective Issuers. Each series of the 2025 Notes ranks equal in right of payment to all of the respective Issuer's existing and future senior indebtedness, including the senior secured credit facilities under the Credit Agreement, and, in the case of the 5.000% 2025 Notes with respect to ASI and will rank senior in right of payment to the respective Issuer's future subordinated indebtedness. The 2025 Notes are guaranteed on a senior, unsecured basis by the Company and substantially all of the domestic subsidiaries of ASI and the 3.125% 2025 Notes are guaranteed on a senior, unsecured basis by ASI. The guarantees of the 2025 Notes rank equal in right of payment to all of the senior obligations of such guarantor, including guarantees of the senior secured credit facilities and the 2028 Notes, as applicable, and in the case of the 3.125% 2025 Notes with respect to ASI, ASI’s obligations under the senior secured credit facilities, the 5.000% 2025 Notes and the 2028 Notes. Each series of the 2025 Notes and the related guarantees thereof are effectively subordinated to all of the respective Issuers' existing and future secured indebtedness, including obligations and/or guarantees of the senior secured credit facilities under the Credit Agreement, to the extent of the value of the assets securing that indebtedness, and structurally subordinated to all of the liabilities of any of ASI's subsidiaries that do not guarantee the 2025 Notes. Interest on the 2025 Notes is payable on April 1 and October 1 of each year.
In the event of certain types of changes of control, the holders of the 2025 Notes may require the applicable Issuer to purchase for cash all or a portion of their 2025 Notes at a purchase price equal to 101% of the principal amount of such 2025 Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. ASI has the option to redeem all or a portion of the 5.000% 2025 Notes at any time at the redemption prices set forth in the 5.000% 2025 Notes Indenture, plus accrued and unpaid interest. Beginning April 1, 2020, AIFS has the option to redeem all or a portion of the 3.125% 2025 Notes at any time at the redemption prices set forth in the 3.125% 2025 Notes Indenture, plus accrued and unpaid interest.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The 5.000% 2025 Notes Indenture and the 3.125% 2025 Notes Indenture contain covenants limiting ASI'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 ASI; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of ASI's and its restricted subsidiaries assets; and designate ASI's subsidiaries as unrestricted subsidiaries. The 5.000% 2025 Notes Indenture and the 3.125% 2025 Notes Indenture also provide for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the applicable series of 2025 Notes to become or to be declared due and payable. Further, a failure to pay any obligations under the 5.000% 2025 Notes Indenture or the 3.125% 2025 Notes Indenture as they become due or any event causing amounts to become due prior to their stated maturity could result in a cross-default and potential acceleration of the Company’s other outstanding debt obligations, including the other senior notes and obligations under the Credit Agreement.
During fiscal 2022, the Company made optional prepayments of $48.5 million on the 5.000% 2025 Notes.
4.750% Senior Notes due 2026
On June 2, 2021, the Company redeemed the aggregate $500.0 million principal amount outstanding on the 4.750% 2026 Notes at a redemption price of 102.375% of the aggregate principal amount together with accrued and unpaid interest. The Company recorded $16.0 million of charges to "Interest and Other Financing Costs, net" on the Consolidated Statements of Income (Loss) for the fiscal year ended October 1, 2021, consisting of the payment of a $11.9 million call premium and a $4.1 million non-cash loss for the write-off of unamortized deferred financing costs on the 4.750% 2026 Notes. The amount paid for the call premium is included within "Other financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended October 1, 2021.
Receivables Facility
The Company has a Receivables Facility agreement with three financial institutions where it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. Amounts borrowed under the Receivables Facility fluctuate monthly based on the Company's funding requirements and the level of qualified receivables available to collateralize the Receivables Facility. On June 17, 2022, the Company increased the purchase limit available under the Receivables Facility from $400.0 million to $500.0 million and the additional seasonal tranche of $100.0 million has been eliminated. All other terms and conditions of the agreement remained largely unchanged. The Receivables Facility expires in June 2024.
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.
As of September 30, 2022, there are $104.9 million outstanding borrowings under the Receivables Facility. As of October 1, 2021, there were no outstanding borrowings under the Receivables Facility.
Future Maturities and Interest and Other Financing Costs, net
At September 30, 2022, annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter (excluding the $41.6 million reduction to long-term borrowings from debt issuance costs and $0.7 million reduction from the discount on the United States Term B-4 Loans due 2027) are as follows (in thousands):
| | | | | |
2023 | $ | 66,191 | |
2024 | 175,151 | |
2025 | 4,108,997 | |
2026 | 332,301 | |
2027 | 854,050 | |
Thereafter | 1,927,169 | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of interest and other financing costs, net, are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Interest expense | | $ | 381,533 | | | $ | 413,713 | | | $ | 389,434 | |
Interest income | | (17,617) | | | (15,250) | | | (14,990) | |
Other financing costs | | 8,811 | | | 2,903 | | | 8,356 | |
Total | | $ | 372,727 | | | $ | 401,366 | | | $ | 382,800 | |
NOTE 6. DERIVATIVE INSTRUMENTS:
The Company enters into contractual derivative arrangements to manage changes in market conditions related to interest on debt obligations and exposure to fluctuating gasoline and diesel fuel prices. Derivative instruments utilized during the period include interest rate swap agreements 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 and how the hedging instrument's effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively for designated hedges. 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 approximately $3.6 billion notional amount of outstanding interest rate swap agreements as of September 30, 2022, of which $1.2 billion are forward starting with initial effective dates subsequent to September 30, 2022. The outstanding interest rate swap agreements fix the rate on a like amount of variable rate borrowings with varying maturities through December of fiscal 2028. During fiscal 2022, the Company entered into $700.0 million notional amount of forward starting interest rate swap agreements to hedge the cash flow risk of variability in interest payments on variable rate borrowings. In addition, interest rate swaps with notional amounts of $250.0 million matured during fiscal 2022.
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 loss and reclassified into earnings as the underlying hedged item affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. As of September 30, 2022 and October 1, 2021, $114.7 million and ($49.2) million, respectively, of unrealized net of tax gains (losses) related to the interest rate swaps were included in "Accumulated other comprehensive loss."
The following table summarizes the effect of the Company's derivatives designated as cash flow hedging instruments on Other comprehensive income (loss) (in thousands):
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Interest rate swap agreements(1) | $ | 193,616 | | | $ | 1,228 | | | $ | (110,817) | |
| | | | | |
(1) | Fiscal 2022 impacted by changes in forward interest rates. |
Derivatives not Designated in Hedging Relationships
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 September 30, 2022, the Company has contracts for approximately 9.4 million gallons outstanding through September of fiscal 2023. The Company does not record its gasoline and diesel fuel agreements as hedges for accounting purposes. The impact on earnings related to the change in fair value of these unsettled contracts was a loss of $5.2 million for fiscal 2022, a gain of $4.4 million for fiscal 2021 and a loss of $1.3 million for fiscal 2020. The change in fair value for unsettled contracts is included in "Selling and general corporate expenses" on the Consolidated Statements of Income (Loss). When the contracts settle, the gain or loss is recorded to "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss).
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the location and fair value, using Level 2 inputs (see Note 16 for a description of the fair value levels), of the Company's derivatives designated and not designated as hedging instruments in the Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Balance Sheet Location | | September 30, 2022 | | October 1, 2021 |
ASSETS | | | | | | |
Designated as hedging instruments: | | | | | | |
Interest rate swap agreements(1) | | Prepayments and other current assets | | $ | 5,278 | | | $ | — | |
Interest rate swap agreements(1) | | Other Assets | | 149,755 | | | — | |
| | | | $ | 155,033 | | | $ | — | |
| | | | | | |
Not designated as hedging instruments: | | | | | | |
Gasoline and diesel fuel agreements | | Prepayments and other current assets | | — | | | 2,551 | |
| | | | $ | 155,033 | | | $ | 2,551 | |
| | | | | | |
LIABILITIES | | | | | | |
Designated as hedging instruments: | | | | | | |
Interest rate swap agreements(1) | | Accounts payable | | $ | — | | | $ | 1,541 | |
Interest rate swap agreements(1) | | Other Noncurrent Liabilities | | — | | | 65,011 | |
| | | | — | | | 66,552 | |
| | | | | | |
Not designated as hedging instruments: | | | | | | |
Gasoline and diesel fuel agreements | | Accounts Payable | | 2,631 | | | — | |
| | | | $ | 2,631 | | | $ | 66,552 | |
| | | | | |
(1) | Interest rate swaps moved from liability positions as of October 1, 2021 to asset positions as of September 30, 2022 due to changes in forward interest rates. |
The following table summarizes the location of loss (gain) reclassified from "Accumulated other comprehensive loss" into earnings for derivatives designated as hedging instruments and the location of loss (gain) for the Company's derivatives not designated as hedging instruments in the Consolidated Statements of Income (Loss) (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fiscal Year Ended |
| | Income Statement Location | | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Designated as hedging instruments: | | | | | | | | |
Interest rate swap agreements | | Interest and Other Financing Costs, net | | $ | 27,970 | | | $ | 50,595 | | | $ | 34,409 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Not designated as hedging instruments: | | | | | | | | |
| | | | | | | | |
Gasoline and diesel fuel agreements | | Cost of services provided (exclusive of depreciation and amortization)/ Selling and general corporate expenses | | (3,203) | | | (8,044) | | | 5,768 | |
| | | | $ | 24,767 | | | $ | 42,551 | | | $ | 40,177 | |
At September 30, 2022, the net of tax gain expected to be reclassified from "Accumulated other comprehensive loss" into earnings over the next twelve months based on current market rates is approximately $38.0 million.
NOTE 7. REVENUE RECOGNITION:
The Company generates revenue through sales of food, facility and uniform services to customers based on written contracts at the locations it serves. Within the FSS United States and FSS International segments, the Company provides food and beverage services, including catering and retail services, or facilities services, including plant operations and maintenance, custodial, housekeeping, landscaping and other services. Within the Uniform segment, the Company provides a full service uniform solution, including delivery, cleaning and maintenance. In accordance with ASC 606, the Company accounts for a customer contract when both parties have approved the arrangement and are committed to perform their respective obligations, each
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
party's rights can be identified, payment terms can be identified, the contract has commercial substance and it is probable the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized upon the transfer of control of the promised product or service to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods and services.
Performance Obligations
The Company recognizes revenue when its performance obligation is satisfied. Each contract generally has one performance obligation, which is satisfied over time. The Company primarily accounts for its performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. The Company applies the right to invoice practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, the Company recognizes revenue in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date and for which the Company has the right to invoice the customer. Certain arrangements include performance obligations which include variable consideration (primarily per transaction fees). For these arrangements, the Company does not need to estimate the variable consideration for the contract and allocate to the entire performance obligation; therefore, the variable fees are recognized in the period they are earned.
Disaggregation of Revenue
The following table presents revenue disaggregated by revenue source (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021(1) | | October 2, 2020(1) |
FSS United States: | | | | | | |
Business & Industry | | $ | 1,081.2 | | | $ | 695.7 | | | $ | 1,097.3 | |
Education | | 3,161.5 | | | 2,124.4 | | | 2,416.4 | |
Healthcare | | 1,235.8 | | | 891.2 | | | 824.6 | |
Sports, Leisure & Corrections | | 2,722.0 | | | 1,511.3 | | | 1,535.8 | |
Facilities & Other | | 1,830.3 | | | 1,586.7 | | | 1,492.6 | |
Total FSS United States | | 10,030.8 | | | 6,809.3 | | | 7,366.7 | |
| | | | | | |
FSS International: | | | | | | |
Europe | | 1,853.3 | | | 1,347.5 | | | 1,473.5 | |
Rest of World | | 1,803.1 | | | 1,518.7 | | | 1,472.3 | |
Total FSS International | | 3,656.4 | | | 2,866.2 | | | 2,945.8 | |
| | | | | | |
Uniform | | 2,639.4 | | | 2,420.5 | | | 2,517.1 | |
| | | | | | |
Total Revenue | | $ | 16,326.6 | | | $ | 12,096.0 | | | $ | 12,829.6 | |
| | | | | |
(1) | COVID-19 had a negative impact on revenue for fiscal years ended October 1, 2021 and October 2, 2020 (see Note 1). |
Contract Balances
The Company defers sales commissions earned by its sales force that are considered to be incremental and recoverable costs of obtaining a contract tied to its food, facilities and uniform services. The deferred costs are amortized using the portfolio approach on a straight line basis over the average period of benefit, approximately 8.1 years, and are assessed for impairment on a periodic basis. Determination of the amortization period and the subsequent assessment for impairment of the contract cost asset requires judgment. Employee sales commissions are recorded within "Other Assets" on the Consolidated Balance Sheets (see Note 1).
Leasehold improvements and costs to fulfill contracts include payments made by the Company to enhance the service resources used by the Company to satisfy its performance obligation. These amounts are amortized on a straight-line basis over the contract period. If a contract is terminated prior to its maturity date, the Company is typically reimbursed for the unamortized amount. As of September 30, 2022 and October 1, 2021, the Company had $751.8 million and $771.5 million of leasehold
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
improvements capitalized in "Property and equipment, net" on the Consolidated Balance Sheets. Cost to fulfill - Client is recorded within "Other Assets" on the Consolidated Balance Sheets (see Note 1).
Long-term prepaid rent is amortized over the contract period. If a contract is terminated prior to its maturity date, the Company is typically reimbursed for the unamortized amount. Long-term prepaid rent is recorded within "Operating Lease Right-of use Assets" on the Consolidated Balance Sheets (see Note 8).
Other costs to fulfill contracts represent personalized work apparel, linens and other rental items in service in the Uniform segment. The amounts 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. Cost to fulfill - Rental merchandise in-service are recorded within "Other Assets" on the Consolidated Balance Sheets (see Note 1).
The following table summarizes the location of the expense recorded in the Consolidated Statements of Income (Loss) related to the Company's contract balances (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fiscal Year Ended |
| | Income Statement Location | | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Employee sales commissions | | Cost of services provided (exclusive of depreciation and amortization) | | $ | 26.3 | | | $ | 23.9 | | | $ | 21.8 | |
Leasehold improvements | | Depreciation and amortization | | 123.9 | | | 131.6 | | | 160.8 | |
Cost to fulfill - Client | | Depreciation and amortization | | 19.5 | | | 20.0 | | | 20.8 | |
Long-term prepaid rent | | Cost of services provided (exclusive of depreciation and amortization) | | 34.8 | | | 25.3 | | | 23.1 | |
Cost to fulfill - Rental merchandise in-service | | Cost of services provided (exclusive of depreciation and amortization) | | 288.5 | | | 274.5 | | | 325.7 | |
Deferred income is recognized in "Accrued expenses and other current liabilities" on the Consolidated Balance Sheets when the Company has received consideration, or has the right to receive consideration, in advance of the transfer of the performance obligation of the contract to the customer, primarily prepaid meal plans. The consideration received remains a liability until the goods or services have been provided to the customer. The Company classifies deferred income as current as the arrangement is short term in nature.
During the fiscal year ended September 30, 2022, deferred income increased related to customer prepayments and decreased related to income recognized during the period as a result of satisfying the performance obligation or return of funds related to non-performance. For the fiscal year ended September 30, 2022, the Company recognized $282.1 million of revenue that was included in deferred income at the beginning of the period. Deferred income balances are summarized in the following table (in millions):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Deferred income | | $ | 324.5 | | | $ | 319.3 | |
NOTE 8. LEASES:
The Company has lease arrangements primarily related to real estate, vehicles and equipment, which generally have terms of one to 30 years. Finance leases primarily relate to vehicles and certain real estate. In addition, there can be leases identified in the Company's revenue contracts with customers, which generally include fixed or variable lease payments. The Company assesses whether an arrangement is a lease, or contains a lease, upon inception of the related contract. A right-of-use asset and corresponding lease liability are not recorded for leases with an initial term of 12 months or less ("short-term leases"). Certain of the Company's lease arrangements, primarily vehicle leases, with terms of one to 12 years, contain provisions related to residual value guarantees. The maximum potential liability to the Company under such arrangements was approximately $25.6 million at September 30, 2022 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 September 30, 2022.
As a result of adopting Accounting Standards Codification 842 ("ASC 842" or the "new lease standard") on September 28, 2019 (first day of fiscal 2020), the Company recognized operating lease liabilities and operating lease right-of-use assets on its Consolidated Balance Sheets. Operating lease right-of-use assets represent the Company’s right to use the underlying assets for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities and operating lease right-of-use assets are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. Deferred rent, tenant improvement allowances and prepaid
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
rent are included in the operating lease right-of-use asset balances. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has lease agreements with lease and non-lease components. Non-lease components are combined with the related lease components and accounted for as lease components for all classes of underlying assets.
As permitted under the transition guidance upon adoption of ASC 842, the Company elected the following practical expedients:
•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 non-lease 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.
The Company did not elect the use of the hindsight expedient for determining the lease term.
Variable lease payments, which primarily consist of leases associated with the Company's revenue contracts with customers, real estate taxes, common area maintenance charges, insurance costs and other operating expenses, are not included in the operating lease right-of-use asset or operating lease liability balances and are recognized in the period in which the expenses are incurred. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain they will be exercised or not, respectively. Options to extend lease terms that are reasonably certain of exercise are recognized as part of the operating lease right-of-use asset and operating lease liability balances.
The Company is required to discount its future minimum lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. The Company uses its incremental borrowing rate as the discount rate. The Company uses a portfolio approach to determine the incremental borrowing rate based on the geographic location of the lease and the remaining lease term. The incremental borrowing rate is calculated using a base line rate plus an applicable margin.
The following table summarizes the location of the operating and finance leases in the Company’s Consolidated Balance Sheets (in thousands), as well as the weighted average remaining lease term and weighted average discount rate:
| | | | | | | | | | | | | | | | | | | | | | |
Leases | | Balance Sheet Location | | September 30, 2022 | | October 1, 2021 | | |
Assets: | | | | | | | | |
Operating(1) | | Operating Lease Right-of-use Assets | | $ | 592,145 | | | $ | 587,854 | | | |
Finance | | Property and Equipment, net | | 137,550 | | | 138,368 | | | |
Total lease assets | | | | $ | 729,695 | | | $ | 726,222 | | | |
Liabilities: | | | | | | | | |
Current | | | | | | | | |
Operating | | Current operating lease liabilities | | $ | 68,858 | | | $ | 67,280 | | | |
Finance | | Current maturities of long-term borrowings | | 27,430 | | | 27,829 | | | |
Noncurrent | | | | | | | | |
Operating | | Noncurrent Operating Lease Liabilities | | 305,623 | | | 314,378 | | | |
Finance | | Long-term borrowings | | 119,943 | | | 118,539 | | | |
Total lease liabilities | | | | $ | 521,854 | | | $ | 528,026 | | | |
| | | | | | | | |
Weighted average remaining lease term (in years) | | | | | | | | |
Operating leases | | | | 7.7 | | 8.3 | | |
Finance leases | | | | 7.7 | | 8.3 | | |
Weighted average discount rate | | | | | | | | |
Operating leases | | | | 3.7 | % | | 3.7 | % | | |
Finance leases | | | | 4.0 | % | | 4.1 | % | | |
| | | | | |
(1) | Includes $260.2 million and $251.3 million of long-term prepaid rent as of September 30, 2022 and October 1, 2021, respectively. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the location of lease related costs in the Consolidated Statements of Income (Loss) (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Fiscal Year Ended |
Lease Cost | | Income Statement Location | | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Operating lease cost(1): | | | | | | | | |
Fixed lease costs | | Cost of services provided (exclusive of depreciation and amortization) | | $ | 122,607 | | | $ | 116,934 | | | $ | 121,434 | |
Variable lease costs(2) | | Cost of services provided (exclusive of depreciation and amortization) | | 774,437 | | | 344,130 | | | 392,700 | |
Short-term lease costs | | Cost of services provided (exclusive of depreciation and amortization) | | 71,726 | | | 48,288 | | | 59,865 | |
Finance lease cost(3): | | | | | | | | |
Amortization of right-of-use-assets | | Depreciation and amortization | | 32,702 | | | 31,243 | | | 30,542 | |
Interest on lease liabilities | | Interest and Other Financing Costs, net | | 4,499 | | | 4,794 | | | 5,319 | |
Net lease cost | | | | $ | 1,005,971 | | | $ | 545,389 | | | $ | 609,860 | |
| | | | | |
(1) | Excludes sublease income, which is immaterial. |
(2) | Includes $745.6 million, $325.3 million and $375.0 million of costs related to leases associated with revenue contracts with customers for fiscal 2022, 2021 and 2020, respectively. These costs represent the rent the Company pays its clients to operate at their locations, typically based on a percentage of sales. Variable lease costs during fiscal 2021 and 2020 were impacted by COVID-19. |
(3) | Excludes variable lease costs, which are immaterial. |
Supplemental cash flow information related to leases for the periods reported is as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | |
Operating cash flows from operating leases(1) | | $ | 135,936 | | | $ | 189,061 | | | $ | 144,792 | |
Operating cash flows from finance leases | | 4,499 | | | 4,794 | | | 5,341 | |
Financing cash flows from finance leases | | 31,289 | | | 32,496 | | | 34,674 | |
Lease assets obtained in exchange for lease obligations: | | | | | | |
Operating leases | | $ | 82,635 | | | $ | 61,345 | | | $ | 90,533 | |
Finance leases | | 35,839 | | | 36,046 | | | 29,317 | |
| | | | | |
(1) | For fiscal 2022, excludes cash paid for variable and short-term lease costs of $734.2 million and $71.7 million, respectively, that are not included within the measurement of lease liabilities. For fiscal 2021, excludes cash paid for variable and short-term lease costs of $304.5 million and $48.3 million, respectively, that are not included within the measurement of lease liabilities. For fiscal 2020, excludes cash paid for variable and short-term lease costs of $414.0 million and $59.9 million, respectively, that are not included within the measurement of lease liabilities. |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Future minimum lease payments under non-cancelable leases as of September 30, 2022 are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Operating leases | | Finance leases | | Total |
2023 | $ | 81,729 | | | $ | 28,589 | | | $ | 110,318 | |
2024 | 69,122 | | | 26,143 | | | 95,265 | |
2025 | 57,210 | | | 22,758 | | | 79,968 | |
2026 | 45,825 | | | 19,025 | | | 64,850 | |
2027 | 36,396 | | | 14,800 | | | 51,196 | |
Thereafter | 146,225 | | | 46,712 | | | 192,937 | |
Total future minimum lease payments | $ | 436,507 | | | $ | 158,027 | | | $ | 594,534 | |
Less: Interest | (62,026) | | | (10,654) | | | (72,680) | |
Present value of lease liabilities | $ | 374,481 | | | $ | 147,373 | | | $ | 521,854 | |
NOTE 9. 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 2022, fiscal 2021 and fiscal 2020 was $28.6 million, $28.1 million and $17.4 million, respectively. The Company also maintains similar contributory and non-contributory defined contribution retirement plans at several of its international operations, primarily in Canada and the United Kingdom. The total expense of these international plans for fiscal 2022, fiscal 2021 and fiscal 2020 was $15.1 million, $15.2 million and $13.7 million, respectively.
The following table sets forth the components of net periodic pension cost for the Company's single-employer defined benefit pension plans for fiscal 2022, fiscal 2021 and fiscal 2020 (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Service cost | | $ | 1,045 | | | $ | 1,327 | | | $ | 2,996 | |
Interest cost | | 3,887 | | | 4,736 | | | 9,180 | |
Expected return on plan assets | | (9,915) | | | (14,003) | | | (18,883) | |
Settlements and curtailments(1) | | — | | | 61,706 | | | — | |
Amortization of prior service cost | | 27 | | | 32 | | | 26 | |
Recognized net loss | | 4,574 | | | 3,829 | | | 2,324 | |
Net periodic pension (income) expense | | $ | (382) | | | $ | 57,627 | | | $ | (4,357) | |
| | | | | |
(1) | During fiscal 2021, the Company terminated certain Canadian single-employer defined benefit pension plans and recognized a non-cash loss of $60.9 million on the Consolidated Statements of Income (Loss). |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth changes in the projected benefit obligation and the fair value of plan assets for these plans (in thousands):
| | | | | | | | | | | | | | |
Change in benefit obligation: | | September 30, 2022 | | October 1, 2021 |
Benefit obligation, beginning | | $ | 220,950 | | | $ | 436,333 | |
Foreign currency translation | | (22,871) | | | 20,853 | |
Service cost | | 1,045 | | | 1,327 | |
Interest cost | | 3,887 | | | 4,736 | |
Employee contributions | | 88 | | | 110 | |
Actuarial gain | | (57,195) | | | (3,663) | |
Benefits paid | | (23,276) | | | (15,335) | |
Settlements and curtailments | | — | | | (223,411) | |
| | | | |
Benefit obligation, ending | | $ | 122,628 | | | $ | 220,950 | |
Change in plan assets: | | | | |
Fair value of plan assets, beginning | | $ | 239,013 | | | $ | 439,053 | |
Foreign currency translation | | (29,381) | | | 20,698 | |
Employer contributions | | 5,710 | | | 3,572 | |
Employee contributions | | 88 | | | 110 | |
Actual return on plan assets | | (30,650) | | | 16,957 | |
Benefits paid | | (23,276) | | | (15,335) | |
Settlements and curtailments | | — | | | (226,042) | |
| | | | |
Fair value of plan assets, end | | 161,504 | | | 239,013 | |
Funded Status at end of year | | $ | 38,876 | | | $ | 18,063 | |
Amounts recognized in the Consolidated Balance Sheets consist of the following (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Noncurrent benefit asset (included in Other Assets) | | $ | 47,436 | | | $ | 32,522 | |
Current benefit liability (included in Accrued expenses and other current liabilities) | | — | | | (2,605) | |
Noncurrent benefit liability (included in Other Noncurrent Liabilities) | | (8,560) | | | (11,854) | |
Net actuarial loss (included in Accumulated other comprehensive loss before taxes) | | 20,411 | | | 46,464 | |
The following weighted average assumptions were used to determine pension expense of the respective fiscal years:
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Discount rate | | 2.1 | % | | 2.5 | % |
Rate of compensation increase | | 2.2 | % | | 0.8 | % |
Long-term rate of return on assets | | 4.8 | % | | 3.3 | % |
The following weighted average assumptions were used to determine the funded status of the respective fiscal years:
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Discount rate | | 4.9 | % | | 2.1 | % |
Rate of compensation increase | | 2.0 | % | | 1.6 | % |
Assumptions, including discount rate, expected return on assets, compensation increases and health care trends, are adjusted annually, as necessary, based on prevailing market conditions and actual experience. The Company applies a spot-rate approach for the discount rate used in the calculation of pension interest and service cost. The spot-rate approach applies separate discount rates for each projected benefit payment in the calculation.
The accumulated benefit obligation as of September 30, 2022 was $122.5 million. During fiscal 2022, actuarial gains of $14.6 million were recognized in other comprehensive income (before taxes) and $4.6 million of actuarial losses were recognized as net periodic pension cost during such period.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accumulated benefit obligation as of October 1, 2021 was $220.2 million. During fiscal 2021, actuarial gains of $6.5 million were recognized in other comprehensive income (before taxes) and $59.1 million of settlement losses and $3.7 million of actuarial losses were 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 September 30, 2022 and October 1, 2021 (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Projected benefit obligation | | $ | 8,560 | | | $ | 28,656 | |
Accumulated benefit obligation | | 8,560 | | | 28,656 | |
| | | | |
Assets of the plans are generally 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. As the Company contemplates or moves toward the wind down of plans, it may shift toward a more conservative investment approach with a higher proportion of fixed income and cash investments to ensure adequate liquidity at the time of wind down. The current overall capital structure and targeted ranges for asset classes are 30-45% invested in equity securities, 40-65% invested in debt securities and 5-15% in real estate investments and cash and cash equivalents. 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 September 30, 2022 and October 1, 2021 is as follows (see Note 16 for a description of the fair value levels) (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 | | Quoted prices in active markets Level 1 | | Significant other observable inputs Level 2 | | Significant unobservable inputs Level 3 |
Cash and cash equivalents | | $ | 6,746 | | | $ | 6,746 | | | $ | — | | | $ | — | |
Equity securities: | | | | | | | | |
Investment trusts | | 1,641 | | | 1,641 | | | — | | | — | |
Investment funds: | | | | | | | | |
Equity funds | | 67,035 | | | — | | | 67,035 | | | — | |
Fixed income funds | | 76,275 | | | — | | | 76,275 | | | — | |
Real estate | | 9,807 | | | — | | | — | | | 9,807 | |
Total | | $ | 161,504 | | | $ | 8,387 | | | $ | 143,310 | | | $ | 9,807 | |
| | | | | | | | |
| | October 1, 2021 | | Quoted prices in active markets Level 1 | | Significant other observable inputs Level 2 | | Significant unobservable inputs Level 3 |
Cash and cash equivalents | | $ | 20,869 | | | $ | 20,869 | | | $ | — | | | $ | — | |
Equity securities: | | | | | | | | |
Investment trusts | | 2,343 | | | 2,343 | | | — | | | — | |
Investment funds: | | | | | | | | |
Equity funds | | 87,832 | | | — | | | 87,832 | | | — | |
Fixed income funds | | 115,157 | | | — | | | 115,157 | | | — | |
Real estate | | 12,812 | | | — | | | — | | | 12,812 | |
Total | | $ | 239,013 | | | $ | 23,212 | | | $ | 202,989 | | | $ | 12,812 | |
The fair value of the investment funds is based on the value of the underlying assets, as reported to the Plan by the trustees. They are comprised of a portfolio of underlying securities that can be valued based on trading information on active markets.
Cash and cash equivalents include direct cash holdings, which are valued based on cost, and short-term deposits and investments in money market funds, for which fair value measurements are all based on quoted prices for similar assets or liabilities in markets that are active. Investments in equity securities and equity funds include publicly-traded domestic companies (approximately 35%) and international companies (approximately 65%) that are diversified across industry, country and stock market capitalization. Investments in fixed income funds primarily consist of international corporate bonds and
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
government securities. For equity securities, the investments are predominantly valued using a market approach based on the closing fair market prices of identical instruments in the principal market on which they are traded. For investment funds, fair value is calculated by applying the Plan's percentage ownership in the fund 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. Substantially all of the real estate investments are in international markets.
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. 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 2023 | $ | 6,248 | |
Fiscal 2024 | 6,433 | |
Fiscal 2025 | 6,726 | |
Fiscal 2026 | 6,627 | |
Fiscal 2027 | 6,725 | |
Fiscal 2028 – 2032 | 38,846 | |
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 2023 are approximately $2.8 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.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's participation in these plans for fiscal 2022 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 2022 and 2021 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; and plans in the seriously endangered zone are less than 80% funded and are projected to have an accumulated deficiency in the current plan year or the next six plan years. 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 2022, fiscal 2021 and fiscal 2020 contributions.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 |
2022 | 2021 | 2022 | 2021 | 2020 | Surcharge Imposed |
National Retirement Fund | 13-6130178/ 001 | Critical | Critical | Implemented | $ | 3,434 | | $ | 2,579 | | $ | 3,574 | | No | 5/7/2021 - 8/1/2025 |
UNITE HERE Retirement Fund | 82-0994119/ 001 | Critical and Declining | Critical | Implemented | 5,483 | | 2,699 | | 3,392 | | No | 3/31/2021 - 12/31/2025 |
Local 1102 Retirement Trust | 13-1847329/ 001 | Critical and Declining | Seriously Endangered | Implemented | 33 | | 22 | | 66 | | No | 9/30/2021 |
Central States SE and SW Areas Pension Plan | 36-6044243/ 001 | Critical and Declining | Critical and Declining | Implemented | 4,167 | | 3,994 | | 4,422 | | No | 9/25/2020 - 6/5/2026 |
Pension Plan for Hospital & Health Care Employees Philadelphia & Vicinity | 23-2627428/ 001 | Critical | Critical | Implemented | 353 | | 354 | | 325 | | No | 1/31/2023 |
SEIU National Industry Pension Fund (1) | 52-6148540/ 001 | Critical | Critical | Implemented | 795 | | 750 | | 685 | | No | 4/14/2022 - 12/31/2023 |
Retail Wholesale & Department Store International Union and Industry Pension Fund | 63-0708442/ 001 | Critical and Declining | Critical | Implemented | 462 | | 510 | | 441 | | No | 6/30/2021 - 1/31/2025 |
Other funds | | | | | 16,113 | | 15,995 | | 17,306 | | | |
Total contributions | | | | | $ | 30,840 | | $ | 26,903 | | $ | 30,211 | | | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Over 75% of the Company's participants in this fund are covered by a single CBA that expires on 12/31/2023. |
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 | | 12/31/2020 and 12/31/2019 |
National Retirement Fund | | 12/31/2020 and 12/31/2019 |
Retail Wholesale & Department Store International Union and Industry Pension Fund | | 12/31/2020 and 12/31/2019 |
At the date the Company's financial statements were issued, Forms 5500 were not available for the plan years ending in fiscal 2022.
NOTE 10. INCOME TAXES:
The Company accounts for income taxes using the asset and liability method. Under this method, the Provision (Benefit) 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 in assets and liabilities and are adjusted for changes in tax rates and enacted tax legislation. Valuation allowances are recorded to reduce deferred tax assets ("DTAs") when it is more likely than not that a tax benefit will not be realized.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of Income (Loss) Before Income Taxes by source of income (loss) are as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
United States | | $ | 142,507 | | | $ | (147,735) | | | $ | (291,436) | |
Non-United States | | 113,131 | | | 14,883 | | | (356,283) | |
| | $ | 255,638 | | | $ | (132,852) | | | $ | (647,719) | |
The Provision (Benefit) for Income Taxes consists of (in thousands):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Current: | | | | | | |
Federal | | $ | 1,125 | | | $ | (18,245) | | | $ | (69,399) | |
State and local | | 7,467 | | | (1,309) | | | (4,616) | |
Non-United States | | 17,447 | | | 22,155 | | | 21,779 | |
| | 26,039 | | | 2,601 | | | (52,236) | |
Deferred: | | | | | | |
Federal | | 29,912 | | | (15,364) | | | (79,054) | |
State and local | | 1,525 | | | (11,652) | | | (19,627) | |
Non-United States | | 3,985 | | | (16,218) | | | (35,367) | |
| | 35,422 | | | (43,234) | | | (134,048) | |
| | $ | 61,461 | | | $ | (40,633) | | | $ | (186,284) | |
During fiscal 2021, the Current Provision (Benefit) for Income Taxes includes $16.7 million of tax expense related to an increase in unrecognized tax benefits, offset by a tax benefit of $13.8 million to the Deferred Provision (Benefit) for Income Taxes related to a corresponding decrease in deferred tax liabilities, resulting in a net tax expense to the "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss) of $2.9 million related to unrecognized tax benefits.
Current taxes receivable of $10.8 million and $23.5 million at September 30, 2022 and October 1, 2021, respectively, are included in "Prepayments and other current assets" on the Consolidated Balance Sheets. Current income taxes payable of $2.6 million and $0.3 million at September 30, 2022 and October 1, 2021, respectively, are included in "Accrued expenses and other current liabilities" on the Consolidated Balance Sheets. During fiscal 2021, the Company received $93.6 million of proceeds related to the fiscal 2020 income tax return from the net operating losses ("NOLs") generated in fiscal 2020 as a result of the CARES Act.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Provision (Benefit) for Income Taxes varies from the amount determined by applying the United States Federal statutory rate to Income (Loss) Before Income Taxes as a result of the following (all percentages are as a percentage of Income (Loss) Before Income Taxes):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
United States statutory income tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % |
Increase (decrease) in taxes, resulting from: | | | | | | |
State income taxes, net of Federal tax benefit | | 4.7 | | | 7.7 | | | 3.0 | |
Foreign taxes | | 4.0 | | | 6.1 | | | (0.5) | |
Foreign valuation allowances | | (2.1) | | | (16.5) | | | (3.4) | |
Foreign goodwill impairment | | — | | | — | | | (5.0) | |
Permanent book/tax differences | | 2.4 | | | (0.4) | | | (0.7) | |
Uncertain tax positions | | 1.0 | | | (2.2) | | | 0.1 | |
| | | | | | |
Foreign tax credit valuation allowance | | (0.3) | | | (27.5) | | | — | |
Stock compensation | | — | | | — | | | 3.6 | |
CARES Act - Carryback rate differential | | — | | | 37.9 | | | 9.8 | |
Canada Defined Benefit Pension Plan Termination | | — | | | 3.0 | | | — | |
Pennsylvania Rate Change Impact | | (1.7) | | | — | | | — | |
Tax credits & other | | (5.0) | | | 1.5 | | | 0.9 | |
Effective income tax rate | | 24.0 | % | | 30.6 | % | | 28.8 | % |
| | | | | | |
|
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 tax return positions. Reserves are established when positions are "more likely than not" to be challenged and not sustained. Reserves are adjusted at each financial statement date to reflect the impact of audit settlements, expiration of statutes of limitation, developments in tax law and ongoing discussions with tax authorities. Accrued interest and penalties associated with uncertain tax positions are recognized as part of the income tax provision.
As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact the need for valuation allowances against DTAs. During fiscal 2022, the Company recorded a benefit to the "Provision (Benefit) for Income Taxes" within the Consolidated Statements of Income (Loss) of $8.5 million for the reversal of a valuation allowance at a subsidiary in the FSS International segment. The valuation allowance reversal was driven by the Company's ability to utilize the DTAs based on future taxable income expected due to the acquisition of a business. During fiscal 2021, the Company recorded a valuation allowance against DTAs based on cumulative losses in certain subsidiaries in the FSS International segment of $22.0 million to the "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss). The Company continues to monitor operating performance and believes that based on future reversals of deferred tax liabilities ("DTLs") and future taxable income, it is more likely than not that the remaining NOL carryforwards and DTAs will be realized.
On July 8, 2022, Pennsylvania enacted a corporate net income tax rate reduction over a nine year period. The income tax rate for the 2022 and 2023 tax years are 9.99% and 8.99%, respectively. Starting with the 2024 tax year, the income tax rate is reduced by 0.50% annually until it reaches 4.99% for the 2031 tax year. The Company calculated the impact of the income tax rate reduction on the DTA and DTL balances at September 30, 2022 and recorded a net benefit of $4.2 million to the "Provision (Benefit) for Income Taxes" within the Consolidated Statements of Income (Loss) during fiscal 2022.
On March 27, 2020, the CARES Act was enacted in response to COVID-19. The CARES Act, among other things, permitted NOLs incurred in fiscal 2019, 2020 and 2021 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. NOLs arising in fiscal 2019, 2020, or 2021 are created in years that have a 21.0% federal income tax rate. If these NOLs are carried back to years prior to fiscal 2018, the resulting refund would be in years with a 35.0% federal income tax rate.
During fiscal 2021, the Company recorded, as a result of the CARES Act, a net benefit to the "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss) of $12.0 million, of which $50.3 million reflects the NOLs expected to be carried back to Pre-Tax Cuts and Jobs Act ("TCJA") years at 35.0% as opposed to the current year rate of 21.0%, which more than offsets the $36.5 million valuation allowance on DTAs related to foreign tax credit ("FTC") carryforwards and $1.8 million of tax benefits eliminated by the NOLs carried back. For the fiscal year ended October 1, 2021, the NOL carryback
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
generated a $3.7 million current taxes receivable, along with $71.3 million of FTCs and $11.0 million of general business credits that will be used to offset future federal income tax liabilities.
The Company recorded a net benefit to the "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss) of $4.0 million during fiscal 2021 related to the release of certain stranded tax effects when the Company terminated certain Canadian pension plans (see Note 9).
During fiscal 2020, the Company recorded, as a result of the CARES Act, a net benefit to the "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss) of $58.4 million, of which $63.4 million reflects the NOLs expected to be carried back to Pre-TCJA years at 35.0% as opposed to the current year rate of 21.0%. The Company also re-established certain reserves of $5.0 million, which expired due to statutes but were re-opened due to the carryback period. During fiscal 2020, the NOL carryback generated a $62.1 million income tax receivable, along with $65.1 million of FTCs and $35.9 million of general business credits that will be used to offset future federal income tax liabilities.
During fiscal 2020, based on cumulative losses and the goodwill impairment recorded in the FSS International segment of $198.6 million (see Note 4) as negative evidence, the Company recorded a valuation allowance against DTAs of certain foreign subsidiaries of $21.4 million. The goodwill impairment charge was nondeductible for income tax purposes.
The effective tax rate for the fiscal year ended October 2, 2020 also included an income tax benefit of $46.2 million, as a result of an excess tax benefit recognized in relation to equity awards exercised during fiscal 2020, including by the former Chairman, President and Chief Executive Officer. This benefit reflects a federal tax rate of 35.0% due to the NOL being carried back to pre-TCJA tax years.
As of September 30, 2022 and October 1, 2021, the components of Deferred Income Taxes are as follows (in thousands):
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Deferred tax liabilities: | | | | |
Derivatives | | $ | 40,325 | | | $ | — | |
Property and equipment | | 98,331 | | | 114,435 | |
Investments | | 44,233 | | | 41,631 | |
Other intangible assets, including goodwill | | 606,211 | | | 544,649 | |
Cost to fulfill - Rental merchandise in-service | | 56,976 | | | 59,188 | |
Operating Lease Right-of-use Assets | | 83,270 | | | 88,824 | |
Other | | 25,401 | | | 26,186 | |
Gross deferred tax liability | | 954,747 | | | 874,913 | |
Deferred tax assets: | | | | |
Derivatives | | — | | | 17,288 | |
Insurance | | 16,087 | | | 18,758 | |
Employee compensation and benefits | | 83,467 | | | 104,980 | |
Accruals and allowances | | 31,803 | | | 32,457 | |
Operating lease liabilities | | 91,492 | | | 97,505 | |
NOL/credit carryforwards and other | | 345,119 | | | 364,751 | |
Gross deferred tax asset, before valuation allowances | | 567,968 | | | 635,739 | |
Valuation allowances | | (83,827) | | | (97,472) | |
Net deferred tax liability | | $ | 470,606 | | | $ | 336,646 | |
Rollforward of the valuation allowance is as follows:
| | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 |
Balance, beginning of year | | $ | (97,472) | | | $ | (38,977) | |
Additions(1) | | — | | | (58,495) | |
Subtractions(2) | | 13,645 | | | — | |
Balance, end of year | | $ | (83,827) | | | $ | (97,472) | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | | | |
(1) | The additions in fiscal 2021 mainly driven by cumulative losses in certain foreign subsidiaries and valuation allowances against FTCs, which are not expected to be utilized before their expiration dates. |
(2) | The subtractions in fiscal 2022 mainly driven by the reversal of a valuation allowance based on future taxable income expected due to the acquisition of a business in the FSS International segment and the reversal of valuation allowances related to pensions. |
DTLs of $501.4 million and $383.2 million as of September 30, 2022 and October 1, 2021, respectively, are included in "Deferred Income Taxes and Other Noncurrent Liabilities" on the Consolidated Balance Sheets. DTAs of $30.8 million and $46.6 million as of September 30, 2022 and October 1, 2021, respectively, are included in "Other Assets" on the Consolidated Balance Sheets.
As of September 30, 2022, certain subsidiaries have recorded DTAs of $111.0 million associated with accumulated federal, state and foreign NOL carryforwards. The Company believes it is more likely than not that the benefit from certain state and foreign NOL carryforwards will not be realized. As a result, the Company has a valuation allowance of $48.0 million on the DTAs related to these state and foreign NOL carryforwards as of September 30, 2022. State NOL carryforwards generally begin to expire in 2024 and foreign NOL carryforwards generally have no expiration date.
As of September 30, 2022, the Company has $200.9 million of FTC carryforwards, which begin to expire in 2026, along with $28.8 million of general business credits, which begin to expire in 2035, and $1.7 million of state interest restriction carryforwards, which do not expire. The Company has a valuation allowance of $35.8 million on the DTAs related to FTC carryforwards as of September 30, 2022.
Undistributed earnings of certain foreign subsidiaries for which no DTL was recorded amounted to approximately $347.2 million and $329.0 million as of September 30, 2022 and October 1, 2021, respectively. The foreign withholding tax cost associated with remitting these earnings is $20.4 million and $19.8 million as of September 30, 2022 and October 1, 2021, respectively. Such amounts have not been accrued by the Company as it believes those foreign earnings are permanently reinvested.
The Company has $80.2 million of total gross unrecognized tax benefits as of September 30, 2022, of which $54.7 million, if recognized, would impact the effective tax rate and $25.5 million would result in an adjustment to the DTL.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits follows (in thousands):
| | | | | | | | | | | |
| September 30, 2022 | | October 1, 2021 |
Balance, beginning of year | $ | 65,414 | | | $ | 34,578 | |
Additions based on tax positions taken in the current year | 863 | | | 355 | |
Additions for tax positions taken in prior years(1) | 19,610 | | | 32,589 | |
Reductions for remeasurements, settlements and payments | (4,212) | | | (1,573) | |
Reductions due to statute expiration | (1,455) | | | (535) | |
Balance, end of year | $ | 80,220 | | | $ | 65,414 | |
| | | | | |
(1) | Includes a $16.2 million reclass from deferred income tax liabilities for a position taken in prior years primarily related to tangible property. |
The Company has $9.7 million and $6.6 million accrued for interest and penalties as of September 30, 2022 and October 1, 2021, respectively, in the Consolidated Balance Sheets and recorded $3.1 million and $2.0 million in interest and penalties during fiscal 2022 and fiscal 2021, respectively in the Consolidated Statements of Income (Loss). Interest and penalties related to unrecognized tax benefits are recorded in "Provision (Benefit) for Income Taxes" on the Consolidated Statements of Income (Loss). The Company has $20.2 million of general business credits and $7.6 million of FTCs that will reduce the gross unrecognized tax benefit.
Unrecognized tax benefits are not expected to significantly change within the next 12 months.
Generally, a number of years may elapse before a tax reporting year is audited and finally resolved. With few exceptions, the Company is no longer subject to United States federal, state or local examinations by tax authorities before 2015. While it is often difficult to predict the final outcome or the timing of or resolution of a particular tax matter, the Company does not anticipate any adjustments resulting from United States federal, state or foreign tax audits that would result in a material change to the financial condition or results of operations. Adequate amounts are established for any adjustments that may result from examinations for tax years after 2015. However, an unfavorable settlement of a particular issue would require use of the Company's cash and cash equivalents.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11. STOCKHOLDERS' EQUITY:
On August 6, 2019, the Company's Board of Directors authorized a new share repurchase program providing for purchases up to $200.0 million of Aramark common stock through July 2022. During fiscal 2020, the Company completed a repurchase of 0.3 million shares of its common stock for $6.5 million under this program.
The following table presents the Company's cash dividend payments to its stockholders (in millions):
| | | | | | | | | | | | | | | | | | | | |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Dividend payments | | $ | 113.1 | | | $ | 112.0 | | | $ | 110.9 | |
On November 8, 2022, a $0.11 dividend per share of common stock was declared, payable on December 5, 2022, to shareholders of record on the close of business on November 22, 2022.
The Company has 100.0 million shares of preferred stock authorized, with a par value of $0.01 per share. At September 30, 2022 and October 1, 2021, zero shares of preferred stock were issued or outstanding.
During fiscal 2020, MR BridgeStone Advisor LLC (“Mantle Ridge”), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), transferred cash proceeds of $14.8 million to the Company to fulfill obligations deriving from the short-swing profit provisions of Section 16(b) of the Securities Exchange Act of 1934. These obligations related to the Mantle Ridge Group's trading activity in the Company's common stock. The cash proceeds are reflected in "Other financing activities" on the Consolidated Statements of Cash Flows for the fiscal year ended October 2, 2020. The cash proceeds resulted in the Company recording an income tax provision of $4.1 million in the Consolidated Statements of Income (Loss) for the fiscal year ended of October 2, 2020.
NOTE 12. SHARE-BASED COMPENSATION:
On November 12, 2013, the Board of Directors approved, and the stockholders of Aramark adopted by written consent, the Aramark 2013 Stock Incentive Plan (the "Old 2013 Stock Plan"), which became effective on December 1, 2013 and the amended and restated Old 2013 Stock Plan was approved by the Board of Directors on November 9, 2016 and approved by the stockholders of Aramark on February 1, 2017 (as amended, the "2013 Stock Plan"). The 2013 Stock Plan provides that the total number of shares of common stock that may be issued under the 2013 Stock Plan is 25.5 million. On January 29, 2020, the Company's stockholders approved the Second Amended and Restated 2013 Stock Incentive Plan, which amended and restated the 2013 Stock Plan. The Second Amended and Restated 2013 Stock Incentive Plan provides for up to 7.5 million of new shares authorized for issuance to participants, in addition to the shares that remained available for issuance under the 2013 Stock Plan as of January 29, 2020 that are not subject to outstanding awards under the 2013 Stock Plan. On February 2, 2021, the Company's stockholders approved the Third Amended and Restated 2013 Stock Incentive Plan, which amended and restated the Company's 2013 Incentive Plan last amended on January 29, 2020. The Third Amended and Restated 2013 Stock Incentive Plan provides for up to 3.5 million of new shares authorized for issuance to participants, in addition to the shares that remained available for issuance under the 2013 Incentive Plan as of February 2, 2021.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the share-based compensation expense (reversal) and related information for Time-Based Options ("TBOs"), Retention Time-Based Options ("TBO-Rs"), Time-Based Restricted Stock Units ("RSUs"), Performance Stock Units ("PSUs"), Deferred Stock Units and Employee Stock Purchase Plan ("ESPP") recorded within "Selling and general corporate expenses" on the Consolidated Statements of Income (Loss) (in millions).
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
TBOs(1) | | $ | 16.2 | | | $ | 15.1 | | | $ | 10.8 | |
TBO-Rs | | 4.8 | | | 4.6 | | | 0.3 | |
RSUs(1) | | 57.8 | | | 46.0 | | | 35.1 | |
PSUs(2) | | 5.6 | | | — | | | (17.8) | |
Deferred Stock Units | | 2.0 | | | 1.9 | | | 1.9 | |
ESPP(3) | | 9.1 | | | 3.5 | | | — | |
| | $ | 95.5 | | | $ | 71.1 | | | $ | 30.3 | |
| | | | | | |
Taxes related to share-based compensation | | $ | 16.9 | | | $ | 22.6 | | | $ | 7.2 | |
Cash Received from Option Exercises/ESPP Purchases | | 49.3 | | | 41.6 | | | 90.0 | |
Tax Benefit on Share Deliveries (4) | | 1.0 | | | 3.8 | | | 46.2 | |
| | | | | |
(1) | Share-based compensation expense for TBOs and RSUs increased during fiscal 2022 compared to fiscal 2021 due to an increase in annual RSUs issued in fiscal 2022 compared to fiscal 2021 and due to the shortening of the vesting period on the annual grants issued in November 2021 from four years to three years. Share-based compensation expense for TBOs and RSUs increased during fiscal 2021 compared to fiscal 2020 due to the shortening of the vesting period on the annual grants issued in September 2020 from four years to three years and the accelerated timing of the issuance of the fiscal 2021 annual grant. |
(2) | Share-based compensation expense related to PSUs during fiscal 2022 was due to the issuance of new 2022 PSU grants. No PSUs were issued in fiscal 2021. Share-based compensation expense related to PSUs during fiscal 2020 was based on lower than estimated target attainment on plan metrics on each of the fiscal 2018, fiscal 2019 and fiscal 2020 PSU grants, resulting in the reversal of previously recognized share-based compensation expense of $29.8 million. |
(3) | Share-based compensation expense related to the ESPP increased during fiscal 2022 compared to fiscal 2021 as the program was available for the entirety of fiscal 2022 as compared to only a portion of fiscal 2021, and the program expanded to additional countries in fiscal 2022. Share-based compensation expense related to the ESPP increased during fiscal 2021 compared to fiscal 2020 as the program began mid-year on April 1, 2021. |
(4) | The tax benefit on option exercises, restricted stock unit and ESPP unit deliveries is included in "Accrued Expenses" on the Consolidated Statements of Cash Flows. |
On September 3, 2020, the Board of Directors determined a payout level for the fiscal 2018 PSU grants covering a performance period of September 30, 2017 to October 2, 2020 by adjusting the calculation of the performance to moderate the impact of COVID-19 by measuring performance for the first two and a half years of the three year performance period, removing both the results and the portion of the targets attributable to the period when the Company's business was hardest hit by COVID-19. As a result, the Company recognized $3.9 million of additional expense in fiscal 2020 associated with approximately 0.1 million shares due to this modification.
No compensation expense was capitalized. Prior to the fourth quarter of fiscal 2020, the Company applied a forfeiture assumption of approximately 6.4% per annum in the calculation of such expenses. During the fourth quarter of fiscal 2020, the Company increased its estimated forfeiture assumption to 9.0% per annum based on actual forfeiture activity, which remained in effect throughout fiscal 2021 and 2022.
The below table summarizes the unrecognized compensation expense as of September 30, 2022 related to non-vested awards and the weighted-average period they are expected to be recognized:
| | | | | | | | | | | | | | |
| | Unrecognized Compensation Expense (in millions) | | Weighted-Average Period (Years) |
TBOs | | $ | 19.2 | | | 1.62 |
TBO-Rs | | 12.4 | | | 2.56 |
RSUs | | 74.2 | | | 1.69 |
PSU | | 12.9 | | | 1.89 |
Total | | $ | 118.7 | | | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Options
Time-Based Options
The Company's annual TBO grants for fiscal 2022 were awarded in November 2021, while the Company's annual TBO grants for fiscal 2021 were awarded early in September 2020. The fiscal 2022 and 2021 TBO grants vest solely based upon continued employment over a three year time period. Fiscal 2020 and prior TBO grants vest solely based upon continued employment over a four year time period. All TBOs remain exercisable for 10 years from the date of grant.
The fair value of the TBOs granted was estimated using the Black-Scholes option pricing model. Prior to June of fiscal 2020, the expected volatility was based on a blended average of the historic volatility of the Company's and competitors' stock price over the expected term of the stock options. Beginning in June of fiscal 2020, the expected volatility is based on the historic volatility of the Company's stock 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 method providing a reasonable estimate in comparison to actual experience. 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. Compensation expense for TBOs is recognized on a straight-line basis over the vesting period during which employees perform related services.
The table below presents the weighted average assumptions and related valuations for TBOs.
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Expected volatility | | 41% | | 40% | | 30% |
Expected dividend yield | | 1.18% - 1.30% | | 1.08% - 1.25% | | 1.01% - 2.09% |
Expected life (in years) | | 6.00 | | 6.08 | | 6.22 |
Risk-free interest rate | | 1.26% - 2.96% | | 0.52% - 1.15% | | 0.40% - 1.74% |
Weighted-average grant-date fair value | | $13.27 | | $13.08 | | $9.07 |
A summary of TBO activity is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | Shares (000s) | | Weighted-Average Exercise Price | | Aggregate Intrinsic Value ($000s) | | Weighted-Average Remaining Term (Years) |
Outstanding at October 1, 2021 | | 7,218 | | | $ | 33.25 | | | | | |
Granted | | 1,186 | | | $ | 36.80 | | | | | |
Exercised | | (595) | | | $ | 26.35 | | | | | |
Forfeited and expired | | (466) | | | $ | 36.29 | | | | | |
Outstanding at September 30, 2022 | | 7,343 | | | $ | 34.19 | | | $ | 9,618 | | | 6.5 |
Exercisable at September 30, 2022 | | 4,606 | | | $ | 33.47 | | | $ | 7,039 | | | 5.4 |
Expected to vest at September 30, 2022 | | 2,539 | | | $ | 35.43 | | | $ | 2,385 | | | 8.2 |
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Total intrinsic value exercised (in millions) | | $ | 6.4 | | | $ | 14.5 | | | $ | 114.6 | |
Total fair value that vested (in millions) | | 13.8 | | | 16.0 | | | 9.9 | |
Retention Time-Based Options
In September 2020, the Board of Directors granted special stock option awards for fiscal 2021 to its key business leaders. The option awards have exercise prices that are in all cases materially above the trading price of the Company's common stock as of the date of grant. The options are awarded in six tranches, with exercise prices that start at $35 and increase in $10 increments to an $85 exercise price. These awards will vest ratably on the third, fourth and fifth anniversaries of the grant date. The fair value of the TBO-Rs granted was estimated using the Black-Scholes option pricing model, following the same assumptions and methodology used to value the TBOs.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the weighted average assumptions and related valuations for TBO-Rs.
| | | | | |
| Fiscal Year Ended |
| October 2, 2020 |
Expected volatility | 38% |
Expected dividend yield | 1.55% |
Expected life (in years) | 7.00 |
Risk-free interest rate | 0.50% |
Weighted-average grant-date fair value | $3.93 |
A summary of TBO-R activity is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | Shares (000s) | | Weighted-Average Exercise Price | | Aggregate Intrinsic Value ($000s) | | Weighted-Average Remaining Term (Years) |
Outstanding at October 1, 2021 | | 5,732 | | | $ | 66.15 | | | | | |
Granted | | — | | | $ | — | | | | | |
Exercised | | — | | | $ | — | | | | | |
Forfeited and expired | | (170) | | | $ | 66.15 | | | | | |
Outstanding at September 30, 2022 | | 5,562 | | | $ | 66.15 | | | $ | — | | | 7.8 |
Exercisable at September 30, 2022 | | 85 | | | $ | 66.15 | | | $ | — | | | 0.3 |
Expected to vest at September 30, 2022 | | 4,847 | | | $ | 66.15 | | | $ | — | | | 7.9 |
Time-Based Restricted Stock Units
The Company's annual RSU grants for fiscal 2022 were awarded in November 2021, while the Company's annual RSU grants for fiscal 2021 were awarded early in September 2020. For RSU grants awarded during or subsequent to September 2020, the RSU agreement provides that 33% of each grant will vest and be settled in shares 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. For RSU grants awarded prior to September 2020, the RSU agreement provides that 25% of each grant will vest and be settled in shares on each of the first four anniversaries of the grant date, 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.
| | | | | | | | | | | | | | |
Restricted Stock Units | | Units (000s) | | Weighted Average Grant-Date Fair Value |
Outstanding at October 1, 2021 | | 3,014 | | $ | 34.04 | |
Granted | | 2,100 | | $ | 36.58 | |
Vested | | (1,236) | | $ | 33.69 | |
Forfeited | | (414) | | $ | 34.74 | |
Outstanding at September 30, 2022 | | 3,464 | | | $ | 35.59 | |
Performance Stock Units
Under the 2013 Stock Plan, the Company is authorized to grant 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. During 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 performance period of three years and the participant's continued employment with the Company. During fiscal 2022, the Company granted PSUs subject to the level of achievement of adjusted revenue growth, adjusted operating income growth and a total shareholder return multiplier for the cumulative performance period of three years and the participant's continued employment with the Company. The Company also granted PSUs during fiscal 2022 subject to the level of achievement of actual return on invested capital for the cumulative performance period of three years and the participant's continued employment with the Company. The Company is accounting for the fiscal 2022 grants as
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
performance-based awards, with a market condition, 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. The grant-date fair value of the PSUs is based on the fair value of the Company's common stock. No share-based compensation expense was recorded during fiscal 2022 or 2021 related to PSUs granted during fiscal 2019 and fiscal 2020 as the performance targets for the awards were not met.
| | | | | | | | | | | | | | |
Performance Stock Units | | Units (000s) | | Weighted Average Grant-Date Fair Value |
Outstanding at October 1, 2021 | | 1,052 | | $ | 39.62 | |
Granted | | 496 | | $ | 39.70 | |
Vested | | — | | $ | — | |
Forfeited | | (548) | | $ | 43.10 | |
Outstanding at September 30, 2022 | | 1,000 | | | $ | 41.13 | |
Deferred Stock Units
Deferred Stock Units are issued only to non-employee members of the Board of Directors 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 either on the first day of the seventh month after which such director ceases to serve as a member of the Board of Directors or at the director's election upon vesting. 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 on the day prior to the next annual meeting of stockholders (which is generally one year after grant). The Company granted 61,287 Deferred Stock Units during fiscal 2022. In addition, directors may elect to defer their cash retainer into Deferred Stock Units which are fully vested upon issuance.
Employee Stock Purchase Plan
On February 2, 2021, the Company’s stockholders approved the Aramark 2021 ESPP. The ESPP allows eligible employees to contribute up to 10% of their eligible pay toward the quarterly purchase of the Company’s common stock, subject to an annual maximum dollar amount. The purchase price is 85% of the lesser of the i) fair market value per share of the Company’s common stock as determined on the purchase date or ii) fair market value per share of the Company’s common stock as determined on the first trading day of the quarterly offering period. Purchases under the ESPP are made in March, June, September, and December. The aggregate number of shares of common stock that may be issued under the ESPP may not exceed 12.5 million shares. There were 1.3 million and 0.5 million shares purchased under the ESPP during the fiscal year ended September 30, 2022 and October 1, 2021, respectively.
NOTE 13. EARNINGS (LOSS) PER SHARE:
Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings (loss) per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards.
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets forth the computation of basic and diluted earnings (loss) per share attributable to the Company's stockholders (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | |
| | Fiscal Year Ended |
| | September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
Earnings (Loss): | | | | | | |
Net income (loss) attributable to Aramark stockholders | | $ | 194,484 | | | $ | (90,833) | | | $ | (461,529) | |
Shares: | | | | | | |
Basic weighted-average shares outstanding | | 257,314 | | | 254,748 | | | 251,828 | |
Effect of dilutive securities(1) | | 1,760 | | | — | | | — | |
Diluted weighted-average shares outstanding | | 259,074 | | | 254,748 | | | 251,828 | |
| | | | | | |
Basic Earnings (Loss) Per Share: | | | | | | |
Net income (loss) attributable to Aramark stockholders | | $ | 0.76 | | | $ | (0.36) | | | $ | (1.83) | |
Diluted Earnings (Loss) Per Share: | | | | | | |
Net income (loss) attributable to Aramark stockholders | | $ | 0.75 | | | $ | (0.36) | | | $ | (1.83) | |
| | | | | |
(1) | Incremental shares of 2.0 million and 2.3 million have been excluded from the computation of diluted weighted-average shares outstanding for the fiscal years ended October 1, 2021 and October 2, 2020, respectively, because the effect would have been antidilutive due to the net loss attributable to Aramark stockholders during both periods. |
Share-based awards to purchase 9.3 million, 8.8 million and 7.7 million shares were outstanding at September 30, 2022, October 1, 2021 and October 2, 2020, respectively, but were not included in the computation of diluted earnings (loss) per common share, as their effect would have been antidilutive. In addition, PSUs related to 0.5 million, 0.6 million and 1.1 million shares were outstanding at September 30, 2022, October 1, 2021 and October 2, 2020, respectively, but were not included in the computation of diluted earnings (loss) per common share, as the performance targets were not yet met. PSUs related to 0.5 million shares did not vest due to performance targets that were not met.
NOTE 14. COMMITMENTS AND CONTINGENCIES:
The Company has capital and other purchase commitments of approximately $665.2 million at September 30, 2022, primarily in connection with commitments for capital projects to help finance improvements or renovations at the facilities in which the Company operates.
At September 30, 2022, the Company also has letters of credit outstanding in the amount of $87.5 million.
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, customers, 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, customer 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.
The Company was involved in a dispute with a client regarding Aramark’s provision of services pursuant to a contract. During fiscal 2022, the Company resolved the matter by entering into a settlement agreement with the client whereby the Company's obligations totaled $13.6 million, resulting in a reversal of previously reserved amounts of $5.7 million, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss).
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 15. BUSINESS SEGMENTS:
The Company reports its operating results in three reportable segments: FSS United States, FSS International and Uniform. Corporate includes general expenses not specifically allocated to an individual segment and share-based compensation expense (see Note 12). In the Company's Food and Support Services segments, approximately 73% of the global revenue is related to food services and 27% is related to facilities services. COVID-19 had a negative impact on revenue, operating income (loss), capital expenditures and other identifiable assets for all segments in fiscal 2021 and fiscal 2020. The Company's financial results began to improve during the second half of fiscal 2021 and throughout fiscal 2022 as lockdowns were lifted and operations re-opened as well as from actions to reduce variable and fixed costs, including headcount reductions primarily taken during the second half of fiscal 2020. During fiscal 2022, 2021 and 2020, the Company received proceeds of $19.0 million, $10.0 million and $15.3 million, respectively, relating to the recovery of the Company’s investment (possessory interest) at one of the National Park Service sites within the FSS United States segment. The Company recorded a gain related to the recovery of its investment, which is included in “Cost of services provided (exclusive of depreciation and amortization)” on the Consolidated Statements of Income (Loss). During fiscal 2021, the Company identified an observable price change related to an equity investment without a readily determinable fair value and recognized a $137.9 million non-cash gain on the Consolidated Statements of Income (Loss). The Company terminated certain Canadian defined benefit pension plans and recognized a $60.9 million non-cash loss on the Consolidated Statements of Income (Loss) during fiscal 2021. During fiscal 2020, the Company recognized a $198.6 million impairment charge related to one reporting unit in its FSS International segment (see Note 4). During fiscal 2020, each reportable segment recorded severance charges related to COVID-19 totaling $145.8 million (see Note 3). During fiscal 2020, the Company reversed $29.8 million of previously recognized share-based compensation expense based on lower than estimated target attainment on plan metrics on each of the fiscal 2018, fiscal 2019 and fiscal 2020 PSU grants (see Note 12). Financial information by segment is as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Revenue |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
FSS United States | $ | 10,030.8 | | | $ | 6,809.3 | | | $ | 7,366.7 | |
FSS International | 3,656.4 | | | 2,866.2 | | | 2,945.8 | |
Uniform | 2,639.4 | | | 2,420.5 | | | 2,517.1 | |
| $ | 16,326.6 | | | $ | 12,096.0 | | | $ | 12,829.6 | |
| | | | | | | | | | | | | | | | | |
| Operating Income (Loss) |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
FSS United States | $ | 449.0 | | | $ | 131.8 | | | $ | 5.3 | |
FSS International | 112.5 | | | 58.2 | | | (344.2) | |
Uniform | 218.1 | | | 120.8 | | | 171.5 | |
| 779.6 | | | 310.8 | | | (167.4) | |
Corporate | (151.2) | | | (119.4) | | | (97.5) | |
Operating Income (Loss) | 628.4 | | | 191.4 | | | (264.9) | |
Gain on Equity Investment | — | | | (137.9) | | | — | |
Loss on Defined Benefit Pension Plan Termination | — | | | 60.9 | | | — | |
Interest and Other Financing Costs, net | 372.8 | | | 401.3 | | | 382.8 | |
Income (Loss) Before Income Taxes | $ | 255.6 | | | $ | (132.9) | | | $ | (647.7) | |
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| Depreciation and Amortization |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
FSS United States | $ | 330.9 | | | $ | 347.4 | | | $ | 379.2 | |
FSS International | 66.8 | | | 69.4 | | | 76.2 | |
Uniform | 134.3 | | | 133.3 | | | 137.2 | |
Corporate | 0.3 | | | 0.6 | | | 2.6 | |
| $ | 532.3 | | | $ | 550.7 | | | $ | 595.2 | |
ARAMARK AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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| Capital Expenditures and Other* |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
FSS United States | $ | 283.3 | | | $ | 261.8 | | | $ | 310.0 | |
FSS International | 76.0 | | | 59.3 | | | 48.9 | |
Uniform | 76.7 | | | 90.3 | | | 58.8 | |
Corporate | — | | | 0.2 | | | 2.1 | |
| $ | 436.0 | | | $ | 411.6 | | | $ | 419.8 | |
* Includes amounts acquired in business combinations
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| Identifiable Assets |
| September 30, 2022 | | October 1, 2021 |
FSS United States | $ | 9,639.7 | | | $ | 8,905.5 | |
FSS International | 1,989.1 | | | 2,028.2 | |
Uniform | 3,227.4 | | | 3,200.8 | |
Corporate | 226.2 | | | 241.7 | |
| $ | 15,082.4 | | | $ | 14,376.2 | |
The following geographic data include revenue generated by subsidiaries within that geographic area and net property & equipment based on physical location (in millions):
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| Revenue |
| Fiscal Year Ended |
| September 30, 2022 | | October 1, 2021 | | October 2, 2020 |
United States | $ | 12,277.0 | | | $ | 8,947.8 | | | $ | 9,560.9 | |
Foreign | 4,049.6 | | | 3,148.2 | | | 3,268.7 | |
| $ | 16,326.6 | | | $ | 12,096.0 | | | $ | 12,829.6 | |
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| Property and Equipment, net |
| September 30, 2022 | | October 1, 2021 |
United States | $ | 1,777.7 | | | $ | 1,755.2 | |
Foreign | 254.3 | | | 283.2 | |
| $ | 2,032.0 | | | $ | 2,038.4 | |
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, marketable securities, 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, as the gross values
would not be materially different. The fair value of the Company's debt at September 30, 2022 and October 1, 2021 was $7,153.4 million and $7,580.7 million, respectively. The carrying value of the Company's debt at September 30, 2022 and October 1, 2021 was $7,410.9 million and $7,452.3 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.
As part of the Union Supply acquisition (see Note 2), the Company recorded a contingent consideration obligation based on the fair value of the expected payments. The Company performed a fair value assessment of the contingent consideration obligation based on the terms and conditions of the purchase agreement. The inputs utilized in estimating the fair value of the contingent consideration have been classified as Level 3 in the fair value hierarchy levels and are subject to risk and uncertainty. The calculation of fair value is dependent on several subjective factors including future earnings and profitability. If assumptions or estimates vary from what was expected, the fair value of the contingent consideration liability may materially change. The fair value of the contingent consideration liability at September 30, 2022, which was recorded as part of the acquisition, was $40.2 million.
As part of the Next Level acquisition completed in fiscal 2021, the Company recorded a contingent consideration obligation based on the fair value of the expected payments. During the second quarter of fiscal 2022, the unit purchase agreement with the former owners of Next Level was amended to modify the terms and conditions associated with the contingent consideration. The amended agreement includes calendar year 2023, in addition to calendar years 2022 and 2021, as a performance period to earn consideration should Next Level achieve certain adjusted EBITDA levels. The Company accounted for the agreement prospectively and did not modify its allocation of the purchase price for the transaction, which was finalized in fiscal 2021. The Company performed a fair value assessment of the contingent consideration obligation based on the terms and conditions of the amended agreement, using internal models. The inputs utilized in estimating the fair value of the contingent consideration have been classified as Level 3 in the fair value hierarchy levels and are subject to risk and uncertainty. The calculation of fair value is dependent on several subjective factors including future earnings and profitability. If assumptions or estimates vary from what was expected, the fair value of the contingent consideration liability may materially change. The fair value of the contingent consideration liability at September 30, 2022 and October 1, 2021 was $48.4 million and $78.4 million, respectively. During fiscal 2022, the Company paid $9.3 million related to the contingent consideration liability, which was for the calendar 2021 performance period. Furthermore, due to lower performance than expected from inflationary cost pressures, the Company adjusted the contingent consideration liability to the fair value of future expected payments during fiscal 2022, resulting in a $20.7 million gain, which is included in "Cost of services provided (exclusive of depreciation and amortization)" on the Consolidated Statements of Income (Loss).
ARAMARK AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2022, OCTOBER 1, 2021 AND OCTOBER 2, 2020
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| | | | Additions | | Reductions | | |
| | Balance, Beginning of Period | | Charged to Income | | Deductions from Reserves(1) | | Balance, End of Period |
Description | | | | | | | | |
Fiscal Year 2022 | | | | | | | | |
Allowance for credit losses | | $ | 79,644 | | | $ | 1,923 | | | $ | 25,179 | | | $ | 56,388 | |
Fiscal Year 2021 | | | | | | | | |
Allowance for credit losses | | $ | 74,925 | | | $ | 13,544 | | | $ | 8,825 | | | $ | 79,644 | |
Fiscal Year 2020 | | | | | | | | |
Allowance for credit losses | | $ | 49,566 | | | $ | 64,655 | | | $ | 39,296 | | | $ | 74,925 | |
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(1) | Amounts determined not to be collectible and charged against the reserve and translation. |
EXHIBIT INDEX
Copies of any of the following exhibits are available to Stockholders for the cost of reproduction upon written request to the Secretary, Aramark, 2400 Market Street, Philadelphia, PA 19103.
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Exhibit No. | | Description |
| | Agreement and Plan of Merger, dated October 13, 2017, by and among Avendra LLC, Aramark, Capital Merger Sub, LLC, and Marriott International, Inc., as Holder Representative (incorporated by reference to Exhibit 2.1 to Aramark's Current Report on Form 8-K filed with the SEC on October 16, 2017, pursuant to the Exchange Act (file number 001-36223)). |
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| | Indenture dated as of March 22, 2017, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of Aramark's Current Report on Form 8-K filed with the SEC on March 28, 2017, pursuant to the Exchange Act (file number 001-36223)). |
| | Indenture dated as of March 27, 2017, among Aramark International Finance S.à.r.l., as issuer, Aramark, as parent guarantor, Aramark Services, Inc., the other guarantors named therein and The Bank of New York Mellon, as trustee and registrar, and The Bank of New York Mellon, London Branch, as paying agent and transfer agent (incorporated by reference to Exhibit 4.2 of Aramark's Current Report on Form 8-K filed with the SEC on March 28, 2017, pursuant to the Exchange Act (file number 001-36223)). |
| | Indenture, dated as of January 18, 2018, among Aramark Services, Inc., as issuer, Aramark, as parent guarantor, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Aramark’s Current Report on Form 8-K filed with the SEC on January 24, 2018 pursuant to the Exchange Act (file number 001-36223)). |
| | Indenture, dated as of April 27, 2020, among Aramark Services, Inc., as issuer, Aramark Intermediate Holdco Corporation, as parent guarantor, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of Aramark’s Current Report on Form 8-K filed with the SEC on April 28, 2020, pursuant to the Exchange Act (file number 001-36223)). |
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| | Credit Agreement, dated as of March 28, 2017, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l., each subsidiary of the United States Borrower that from time to time becomes a party thereto, the financial institutions from time to time party thereto, the issuing banks named therein, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 of Aramark’s Current Report on Form 8-K/A filed with the SEC on March 29, 2017, pursuant to the Exchange Act (file number 001-36223)). |
| | Incremental Amendment No. 1, dated as of September 20, 2017, among Aramark Services, Inc. (the “Company”) Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd. (“Aramark Canada”), ARAMARK Investments Limited (“Aramark UK”), and certain wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Aramark Intermediate HoldCo Corporation, Aramark Canada, Aramark UK, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Incremental Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Current Report on Form 8-K filed with the SEC on September 26, 2017, pursuant to the Exchange Act (file number 001-36223)). |
| | Incremental Amendment No. 2, dated as of December 11, 2017, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation (“Holdings”) and certain wholly-owned subsidiaries of Aramark Services, Inc., the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among Aramark Services, Inc., Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of Aramark Services, Inc., the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on December 12, 2017 pursuant to the Exchange Act (file number 001-36223)). |
| | Incremental Amendment No. 3, dated as of February 28, 2018, among Aramark Services, Inc., ARAMARK Canada Ltd., and Aramark Intermediate HoldCo Corporation (“Holdings”), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among Aramark Services, Inc., Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of Aramark Services, Inc., the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2018, pursuant to the Exchange Act (file number 001-36223)). |
| | Amendment No. 4, dated as of May 11, 2018, among Aramark Services, Inc. (the “Company”), Sumitomo Mitsui Banking Corp. (the “Yen Term C Lender”) and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Aramark Intermediate Holdco Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2018, pursuant to the Exchange Act (file number 001-36223)). |
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| | Amendment No. 5, dated as of May 24, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, each Converting United States Term B-2 Lender (as defined therein), the Additional United States Term B-2 Lender (as defined therein), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on May 31, 2018 pursuant to the Exchange Act (file number 001-36223)). |
| | Amendment No. 6, dated as of June 12, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, each Converting United States Term B-3 Lender (as defined therein), the Additional United States Term B-3 Lender (as defined therein), the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings GmbH & Co. KG, Aramark International Finance S.à.r.l. and certain wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on June 18, 2018 pursuant to the Exchange Act (file number 001-36223)). |
| | Amendment No. 7 (the “Amendment”), dated as of October 1, 2018, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), Aramark Intermediate HoldCo Corporation (“Holdings”), ARAMARK Canada Ltd. (the “Canadian Borrower”), ARAMARK Investments Limited, ARAMARK Limited (together with ARAMARK Investments Limited, the “UK Borrowers”), ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company (together with ARAMARK Ireland Holdings Limited, the “Irish Borrowers”), ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG, the “German Borrower”), Aramark International Finance S.à.r.l. (the “Luxembourg Borrower”), certain other wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, the Canadian Borrower, the UK Borrower, the Irish Borrowers, the German Borrower, the Luxembourg Borrower and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on October 4, 2018 pursuant to the Exchange Act (file number 001-36223)). |
| | Incremental Amendment No. 8 (the “Incremental Amendment”), dated as of January 15, 2020, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), certain wholly-owned subsidiaries of the Company, the United States Term B-4 Lenders (as defined therein) and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined therein) and collateral agent for the secured parties thereunder amending that certain credit agreement, dated March 28, 2017, among the Company, Holdings, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l. and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Incremental Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark’s Current Report on Form 8-K filed with the SEC on January 16, 2020 pursuant to the Exchange Act (file number 001-36223)). |
| | Amendment No. 9, dated as of April 22, 2020, among Aramark Services, Inc., as borrower, Aramark Intermediate Holdco Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l., each lender party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of Aramark’s Current Report on Form 8-K filed with the SEC on April 28, 2020, pursuant to the Exchange Act (file number 001-36223)). |
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| | Amendment No. 10, dated as of November 12, 2020, among Aramark Services, Inc., Aramark Intermediate HoldCo Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Limited, ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company, ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG), Aramark International Finance S.à.r.l., each lender party thereto and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.11 to Aramark’s Annual Report on Form 10-K filed with the SEC on November 24, 2020 pursuant to the Exchange Act (file number 001-36223)). |
| | Amendment No. 11 (the “Amendment”), dated as of April 6, 2021, among Aramark Services, Inc. (the “Company”), Aramark Intermediate HoldCo Corporation (“Holdings”), Aramark Intermediate HoldCo Corporation (“Holdings”), ARAMARK Canada Ltd. (the “Canadian Borrower”), ARAMARK Investments Limited, ARAMARK Limited (together with ARAMARK Investments Limited, the “UK Borrowers”), ARAMARK Ireland Holdings Limited, ARAMARK Regional Treasury Europe, Designated Activity Company (together with ARAMARK Ireland Holdings Limited, the “Irish Borrowers”), ARAMARK Holdings Deutschland GMBH (as successor by merger to ARAMARK Holdings GmbH & Co. KG, the “German Borrower”), Aramark International Finance S.à.r.l. (the “Luxembourg Borrower”), certain other wholly-owned subsidiaries of the Company, the financial institutions party thereto and JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (as defined below) and collateral agent for the secured parties thereunder to the credit agreement, dated March 28, 2017, among the Company, Holdings, the Canadian Borrower, the UK Borrower, the Irish Borrowers, the German Borrower, the Luxembourg Borrower and certain other wholly-owned domestic subsidiaries of the Company, the financial institutions from time to time party thereto (including the financial institutions party to the Amendment, the “Lenders”), the issuing banks named therein and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and collateral agent for the secured parties thereunder (incorporated by reference to Exhibit 10.1 to Aramark's Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021, pursuant to the Exchange Act (file number 001-36223)). |
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| | The following financial information from Aramark's Annual Report on Form 10-K for the period ended September 30, 2022 formatted in inline XBRL: (i) Consolidated Balance Sheets as of September 30, 2022 and October 1, 2021; (ii) Consolidated Statements of Income (Loss) for the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020; (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020; (iv) Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020; (v) Consolidated Statements of Stockholders' Equity for the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule II-Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 30, 2022, October 1, 2021 and October 2, 2020 |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104* | | Inline XBRL for the cover page of this Annual Report on Form 10-K; included in Exhibit 101 Inline XBRL document set. |
* Filed herewith.
† Identifies exhibits that consist of management contract or compensatory arrangement.
# These merger agreements are filed as exhibits to this Annual Report on Form 10-K to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual or financial information about the Company, Avendra, AmeriPride or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in each of the merger agreements were made only for purposes of that agreement and as of the date of such merger agreement or such other date as is specified in such merger agreement; were solely for the benefit of the parties to such merger agreement; have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to such merger agreement instead of establishing these matters as facts; and are subject to materiality qualifications contained in such merger agreement that may differ from what may be viewed as material by investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Avendra, AmeriPride or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreements, which subsequent information may or may not be fully reflected in public disclosures by the Company. The merger agreements should not be read alone but should instead be read
in conjunction with the other information that is or will be included in reports and other filings that the Company files with the Securities and Exchange Commission.
The XBRL instance document does not appear in the interactive data file because the XBRL tags are embedded within the inline XBRL document.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.