FILED PURSUANT TO RULE 424 (B)(3)
File Number 333-144884
ARAMARK CORPORATION
SUPPLEMENT NO. 8 TO
MARKET MAKING PROSPECTUS DATED
JANUARY 4, 2010
THE DATE OF THIS SUPPLEMENT IS NOVEMBER 17, 2010
ON NOVEMBER 17, 2010, ARAMARK CORPORATION FILED THE ATTACHED FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 17, 2010
ARAMARK CORPORATION
(Exact name of registrant as specified in charter)
| Delaware | 001-04762 | 95-2051630 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1101 Market Street Philadelphia, Pennsylvania | 19107 | |
| (Address of Principal Executive Offices) | Zip Code |
Registrant’s telephone, including area code: 215-238-3000
N/A
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 Results of Operations and Financial Condition
The following information, including the financial reports attached as an exhibit to this Form 8-K, is furnished pursuant to Item 2.02. Results of Operations and Financial Condition.
The information contained in this Current Report, including exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On November 17, 2010, ARAMARK Corporation will hold a conference call announcing its financial results for the quarter and fiscal year ended October 1, 2010. A copy of the financial reports that are the subject of the conference call are attached hereto as exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number | Description | Method of Filing | ||||
| 99.1 | ARAMARK Corporation financial reports. | Furnished herewith | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARAMARK CORPORATION | ||||
| Date: November 17, 2010 | By: | /s/ L. Frederick Sutherland | ||
| Name: | L. Frederick Sutherland | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
Index to Exhibits
Number | Description | Method of Filing | ||
| 99.1 | ARAMARK Corporation financial reports. | Furnished herewith | ||
Exhibit 99.1
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands)
| Three Months Ended October 1, 2010 | Three Months Ended October 2, 2009 | |||||||
Sales | $ | 3,158,014 | $ | 3,072,544 | ||||
Costs and Expenses: | ||||||||
Cost of services provided | 2,851,456 | 2,773,853 | ||||||
Depreciation and amortization | 126,716 | 127,575 | ||||||
Selling and general corporate expenses | 43,686 | 40,116 | ||||||
| 3,021,858 | 2,941,544 | |||||||
Operating income | 136,156 | 131,000 | ||||||
Interest and other financing costs, net | 108,744 | 108,462 | ||||||
Income before income taxes | 27,412 | 22,538 | ||||||
Provision for income taxes | 6,309 | 6,107 | ||||||
Net income | $ | 21,103 | $ | 16,431 | ||||
ARAMARK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands)
| Fiscal Year Ended October 1, 2010 | Fiscal Year Ended October 2, 2009 | |||||||
Sales | $ | 12,571,676 | $ | 12,297,869 | ||||
Costs and Expenses: | ||||||||
Cost of services provided | 11,396,446 | 11,173,725 | ||||||
Depreciation and amortization | 508,875 | 503,123 | ||||||
Selling and general corporate expenses | 191,561 | 183,492 | ||||||
| 12,096,882 | 11,860,340 | |||||||
Operating income | 474,794 | 437,529 | ||||||
Interest and other financing costs, net | 444,510 | 472,305 | ||||||
Income (loss) before income taxes | 30,284 | (34,776 | ) | |||||
Provision (benefit) for income taxes | (404 | ) | (27,865 | ) | ||||
Net income (loss) | $ | 30,688 | $ | (6,911 | ) | |||
ARAMARK CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED BALANCE SHEET DATA
(Unaudited)
(In Thousands)
| October 1, 2010 | October 2, 2009 (1) | |||||||
Assets | ||||||||
Current Assets | $ | 1,758,072 | $ | 1,715,662 | ||||
Property and Equipment, net | 1,072,584 | 1,160,511 | ||||||
Goodwill | 4,550,702 | 4,526,376 | ||||||
Other Intangible Assets | 1,913,634 | 2,056,337 | ||||||
Other Assets | 926,923 | 867,767 | ||||||
| $ | 10,221,915 | $ | 10,326,653 | |||||
Liabilities and Shareholder’s Equity | ||||||||
Current Liabilities (2) | $ | 1,948,553 | $ | 1,751,956 | ||||
Long-Term Borrowings | 5,350,178 | 5,677,740 | ||||||
Other Liabilities | 1,341,491 | 1,360,197 | ||||||
Common Stock Subject to Repurchase | 184,736 | 176,395 | ||||||
Total Shareholder’s Equity | 1,396,957 | 1,360,365 | ||||||
| $ | 10,221,915 | $ | 10,326,653 | |||||
Note:
| (1) | Certain fiscal 2009 balances have been reclassified to conform to the current year presentation. The effect was not material. |
| (2) | Includes $51.6 million and $43.9 million of current maturities of long-term borrowings as of October 1, 2010 and October 2, 2009, respectively. |
ARAMARK CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED CASH FLOW DATA
(Unaudited)
(In Thousands)
| Fiscal Year Ended October 1, 2010 | Fiscal Year Ended October 2, 2009 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 30,688 | $ | (6,911 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 508,875 | 503,123 | ||||||
Income taxes deferred | (45,553 | ) | (68,064 | ) | ||||
Stock-based compensation expense | 21,300 | 25,396 | ||||||
Changes in noncash working capital | 101,339 | 202,127 | ||||||
Net change in proceeds from sale of receivables | (14,585 | ) | (14,560 | ) | ||||
Other operating activities | 31,946 | 66,124 | ||||||
Net cash provided by operating activities | 634,010 | 707,235 | ||||||
Cash flows from investing activities: | ||||||||
Net purchases of property and equipment and client contract investments | (264,078 | ) | (330,332 | ) | ||||
Acquisitions and other investing activities | (89,426 | ) | (134,465 | ) | ||||
Net cash used in investing activities | (353,504 | ) | (464,797 | ) | ||||
Cash flows from financing activities: | ||||||||
Net payment of long-term borrowings | (323,304 | ) | (146,842 | ) | ||||
Proceeds from issuance of common stock | 3,273 | 3,380 | ||||||
Repurchase of stock | (10,809 | ) | (22,989 | ) | ||||
Other financing activities | (13,381 | ) | (262 | ) | ||||
Net cash used in financing activities | (344,221 | ) | (166,713 | ) | ||||
Increase (decrease) in cash and cash equivalents | $ | (63,715 | ) | $ | 75,725 | |||
ARAMARK CORPORATION AND SUBSIDIARIES
SALES AND OPERATING INCOME BY SEGMENT
SUPPLEMENTAL DATA
(Unaudited)
(In Thousands)
| Three Months Ended October 1, 2010 | Three Months Ended October 2, 2009 | |||||||
Sales | ||||||||
Food and Support Services - North America | $ | 2,185,529 | $ | 2,123,090 | ||||
Food and Support Services - International | 601,950 | 580,370 | ||||||
Uniform and Career Apparel | 370,535 | 369,084 | ||||||
| $ | 3,158,014 | $ | 3,072,544 | |||||
Operating Income | ||||||||
Food and Support Services - North America | $ | 99,164 | $ | 98,340 | ||||
Food and Support Services - International | 17,448 | 20,481 | ||||||
Uniform and Career Apparel | 30,521 | 21,780 | ||||||
| 147,133 | 140,601 | |||||||
Corporate | (10,977 | ) | (9,601 | ) | ||||
| $ | 136,156 | $ | 131,000 | |||||
ARAMARK CORPORATION AND SUBSIDIARIES
SALES AND OPERATING INCOME BY SEGMENT
SUPPLEMENTAL DATA
(Unaudited)
(In Thousands)
| Fiscal Year Ended October 1, 2010 | Fiscal Year Ended October 2, 2009 | |||||||
Sales | ||||||||
Food and Support Services - North America | $ | 8,605,170 | $ | 8,393,476 | ||||
Food and Support Services - International | 2,487,227 | 2,326,746 | ||||||
Uniform and Career Apparel | 1,479,279 | 1,577,647 | ||||||
| $ | 12,571,676 | $ | 12,297,869 | |||||
Operating Income | ||||||||
Food and Support Services - North America | $ | 350,583 | $ | 349,348 | ||||
Food and Support Services - International | 75,351 | 83,414 | ||||||
Uniform and Career Apparel | 99,963 | 61,837 | ||||||
| 525,897 | 494,599 | |||||||
Corporate | (51,103 | ) | (57,070 | ) | ||||
| $ | 474,794 | $ | 437,529 | |||||