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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 28, 2002 Commission file number 0-4063

G&K SERVICES, INC.
(Exact name of registrant as specified in its charter)

     
MINNESOTA   41-0449530
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

5995 OPUS PARKWAY, SUITE 500
MINNETONKA, MINNESOTA 55343
(Address of principal executive offices and zip code)

(952) 912-5500
(Registrant’s telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X                      NO

         Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

     
CLASS A   Outstanding November 7, 2002
Common Stock, par value $0.50 per share   19,253,686
     
CLASS B   Outstanding November 7, 2002
Common Stock, par value $0.50 per share   1,474,996

 


TABLE OF CONTENTS

PART I
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATION
CERTIFICATION
EX-10.1 Promissory Note of Richard L. Marcantonio
EX-10.2 Stock Pledge Agreement
EX-99.1 Certification Pursuant to 18 USC Sec. 1350


Table of Contents

G&K Services, Inc.
Form 10-Q

Table of Contents

         
PART I       PAGE
Item 1.   Financial Statements    
         
    Consolidated Condensed Balance Sheets as of September 28, 2002 and June 29, 2002   3
         
    Consolidated Statements of Operations for the three months ended September 28, 2002 and September 29, 2001   4
         
    Consolidated Condensed Statements of Cash Flows for the three months ended September 28, 2002 and September 29, 2001   5
         
    Notes to Consolidated Condensed Financial Statements   6
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   10
         
Item 3.   Quantitative and Qualitative Disclosure About Market Risk   15
         
Item 4.   Controls and Procedures   15
         
PART II        
         
Item 6.   Exhibits and Reports on Form 8-K   16
         
Signatures       17
         
Certifications       18

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED BALANCE SHEETS
G&K Services, Inc. and Subsidiaries

                     
        September 28,        
        2002   June 29,
(In thousands, except share data)   (Unaudited)   2002

ASSETS
               
Current Assets
               
 
Cash and cash equivalents
  $ 10,004     $ 9,986  
 
Accounts receivable, less allowance for doubtful accounts of $3,905 and $3,326
    72,073       66,555  
 
Inventories
    92,717       91,733  
 
Prepaid expenses
    11,904       17,536  

   
Total current assets
    186,698       185,810  

Property, Plant and Equipment, net
    231,422       230,530  
Goodwill, net
    207,011       200,140  
Other Assets
    64,535       65,219  

 
  $ 689,666     $ 681,699  

LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities
               
 
Accounts payable
  $ 18,589     $ 17,361  
 
Accrued expenses
    53,975       52,026  
 
Deferred income taxes
    11,093       11,157  
 
Current maturities of long-term debt
    11,450       9,443  

   
Total current liabilities
    95,107       89,987  

Long-Term Debt, net of Current Maturities
    211,885       214,977  
Deferred Income Taxes
    21,186       21,570  
Other Noncurrent Liabilities
    14,152       15,007  
Stockholders’ Equity
    347,336       340,158  

 
  $ 689,666     $ 681,699  

         The accompanying notes are an integral part of these consolidated condensed financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS
G&K Services, Inc. and Subsidiaries
(Unaudited)

                     
        For the Three Months Ended
       
        September 28,   September 29,
(In thousands, except per share data)   2002   2001

Revenues
               
 
Rental operations
  $ 151,906     $ 151,763  
 
Direct sales
    4,347       5,335  

   
Total revenues
    156,253       157,098  

Operating Expenses
               
 
Cost of rental operations
    87,925       88,870  
 
Cost of direct sales
    3,501       3,853  
 
Selling and administrative
    36,655       36,544  
 
Depreciation and amortization
    9,019       8,769  

   
Total operating expenses
    137,100       138,036  

Income from Operations
    19,153       19,062  
 
Interest expense
    3,261       3,830  

Income before Income Taxes
    15,892       15,232  
 
Provision for income taxes
    6,198       6,017  

Net Income
  $ 9,694     $ 9,215  

 
Basic weighted average number of shares outstanding
    20,545       20,481  
Basic Earnings per Common Share
  $ 0.47     $ 0.45  

 
Diluted weighted average number of shares outstanding
    20,686       20,504  
Diluted Earnings per Common Share
  $ 0.47     $ 0.45  

         The accompanying notes are an integral part of these consolidated condensed financial statements.

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
G&K Services, Inc. and Subsidiaries
(Unaudited)

                         
            For the Three Months Ended
           
            September 28,   September 29,
(In thousands)   2002   2001

Operating Activities:
               
 
Net income
  $ 9,694     $ 9,215  
 
Adjustments to reconcile net income to net cash provided by operating activities -
               
   
Depreciation and amortization
  9,019       8,769  
   
Deferred income taxes
  (410 )     (1,148 )
   
Amortization of deferred compensation – restricted stock
  272       226  
   
Changes in current operating items, exclusive of acquisitions
  2,635       5,784  
 
Other, net
    (146 )     802  

Net cash provided by operating activities
    21,064       23,648  

Investing Activities:
               
 
Property, plant and equipment additions, net
    (8,976 )     (5,564 )
 
Acquisition of business assets and other
    (10,772 )     (21,015 )

Net cash used for investing activities
    (19,748 )     (26,579 )

Financing Activities:
               
 
Proceeds from debt financing
    22,105       28,700  
 
Repayments of debt financing
    (23,293 )     (21,755 )
 
Cash dividends paid
    (363 )     (362 )
 
Sale of common stock
    192       42  

Net cash provided by (used for) financing activities
    (1,359 )     6,625  

Increase (Decrease) in Cash and Cash Equivalents
    (43 )     3,694  
Effect of Exchange Rates on Cash
    61       (379 )
Cash and Cash Equivalents:
               
   
Beginning of period
    9,986       15,317  

   
End of period
  $ 10,004     $ 18,632  

         The accompanying notes are an integral part of these consolidated condensed financial statements.

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G&K SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data)
Three-month periods ended September 28, 2002 and September 29, 2001
(Unaudited)

    The consolidated condensed financial statements included herein, except for the June 29, 2002 balance sheet which was extracted from the audited consolidated financial statements for the fiscal year ended June 29, 2002, have been prepared by G&K Services, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 28, 2002, and the results of its operations and its cash flows for the three months ended September 28, 2002 and September 29, 2001. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest annual report on Form 10-K.
 
    The results of operations for the three-month periods ended September 28, 2002 and September 29, 2001 are not necessarily indicative of the results to be expected for the full year.
 
1.   Summary of Significant Accounting Policies
 
    Accounting policies followed by the Company are set forth in Note 1 in the Company’s Annual Report on Form 10-K for the fiscal year ended June 29, 2002.
 
    Nature of Business
 
    G&K Services, Inc. is a market leader in providing corporate identity apparel and facility services programs to a wide variety of industrial, service and high-technology companies. The Company’s programs provide rental-lease or purchase options as well as non-apparel items such as floor mats, dustmops and cloths, wiping towels, selected linen items and several restroom products. The Company also manufactures certain uniform garments that it uses to support its garment rental programs.
 
    Principles of Consolidation
 
    The accompanying consolidated condensed financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. Intercompany balances and transactions have been eliminated in consolidation.
 
    Derivative Financial Instruments
 
    The Company uses derivative financial instruments principally to manage the risk that changes in interest rates will affect the amount of its future interest payments. Interest rate swap contracts are used to adjust the proportion of total debt that is subject to variable and fixed interest rates. The interest rate swap contracts are reflected at fair value in the consolidated condensed balance sheet and the related gains or losses on these contracts are deferred in stockholders’ equity (as a component of other comprehensive income). Amounts to be paid or received under the contracts are accrued as interest rates change and are recognized over the life of the contracts as an adjustment to interest expense. The net effect of this accounting is that interest expense on the portion of variable rate debt being hedged is generally recorded based on fixed interest rates.

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    The Company may periodically hedge firm cash flow commitments with its foreign subsidiary, generally with foreign currency contracts. These agreements are recorded at current market values and the gains and losses are included in earnings. Gains and losses on such transactions were not significant in the first quarter of fiscal 2003. Notional amounts outstanding under foreign currency contracts at September 28, 2002 were $2,402, all of which will mature during fiscal 2003. No amounts were outstanding under such contracts at September 29, 2001. The fair values of the foreign currency contracts were not materially different as of September 28, 2002.
 
    Per Share Data
 
    Basic earnings per common share was computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share was computed similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and other dilutive securities, including nonvested restricted stock, using the treasury stock method.

                 
    Three Months Ended
   
    September 28,   September 29,
    2002   2001
   
 
Weighted average number of common shares outstanding
    20,545,000       20,481,000  
 
   
     
 
Shares used in computation of basic earnings per share
    20,545,000       20,481,000  
Weighted average effect of nonvested restricted stock grants and assumed exercise of options
    141,000       23,000  
 
   
     
 
Shares used in computation of diluted earnings per share
    20,686,000       20,504,000  
 
   
     
 

    Recent Accounting Pronouncements
 
    In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company adopted SFAS 143 effective June 30, 2002. The impact of adopting SFAS 143 was not material.
 
    In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). SFAS 144 establishes a single accounting model, based on the framework established in SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” (SFAS 121), for long-lived assets to be disposed of by sale. SFAS 144 also resolves several significant implementation issues related to SFAS 121, such as eliminating the requirement to allocate goodwill to long-lived assets to be tested for impairment and establishing criteria to define whether a long-lived asset is held for sale. The Company adopted SFAS 144 effective June 30, 2002. The impact of adopting SFAS 144 was not material.

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    In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. It nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” SFAS 146 requires that a liability be recognized for costs associated with an exit or disposal activity only when the liability is incurred. SFAS 146 also establishes fair value as the objective for initial measurement of liabilities related to exit or disposal activities. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company does not believe that SFAS 146 will have a material impact on its consolidated financial statements.
 
2.   Comprehensive Income
 
    For the three-month periods ended September 28, 2002 and September 29, 2001, the components of comprehensive income were as follows:

                   
      Three Months Ended
     
      September 28,   September 29,
      2002   2001
     
 
Net income
  $ 9,694     $ 9,215  
Other comprehensive income
               
 
Foreign currency translation adjustments, net of tax
  (2,552 )     (2,841 )
 
Net unrealized holding loss, net of tax
    (64 )     (774 )
 
   
     
 
Comprehensive income
  $ 7,078     $ 5,600  
 
   
     
 

3.   Goodwill and Intangible Assets
 
    In July 2001, the Company adopted the provisions of SFAS No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The changes in the carrying amount of goodwill for the period ended September 28, 2002, by operating segment, are as follows:

                         
    United States   Canada   Total
   
 
 
Balance as of June 29, 2002
  $ 173,707     $ 26,433     $ 200,140  
Goodwill acquired during the period
    7,704             7,704  
Other, primarily foreign currency translation
          (833 )     (833 )
 
   
     
     
 
Balance as of September 28, 2002
  $ 181,411     $ 25,600     $ 207,011  
 
   
     
     
 

    Information regarding the Company’s other intangible assets are as follows:

                         
    As of September 28, 2002
   
    Carrying   Accumulated        
    Amount   Amortization   Net
   
 
 
Customer Lists
  $ 67,571     $ 26,237     $ 41,334  
Restrictive Covenants
    8,303       4,337       3,966  
 
   
     
     
 
Total
  $ 75,874     $ 30,574     $ 45,300  
 
   
     
     
 
                         
    As of June 29, 2002
   
    Carrying   Accumulated        
    Amount   Amortization   Net
   
 
 
Customer Lists
  $ 66,470     $ 24,914     $ 41,556  
Restrictive Covenants
    7,979       4,184       3,795  
 
   
     
     
 
Total
  $ 74,449     $ 29,098     $ 45,351  
 
   
     
     
 

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           Amortization expense for the three months ended September 28, 2002 was $1,637. Estimated amortization expense for each of the five succeeding fiscal years based on the intangible assets as of September 28, 2002 is as follows:

         
2003 remaining
  $ 4,955  
2004
    6,610  
2005
    6,542  
2006
    6,238  
2007
    6,116  
2008
    6,004  

4.   Segment Information
 
    The Company has two operating segments under the guidelines of SFAS No. 131: United States and Canada, which have been identified as components of the Company that are reviewed by the Company’s Chief Executive Officer to determine resource allocation and evaluate performance. Each operating segment derives revenues from the corporate identity apparel and facility services industry, which includes garment rental and non-apparel items such as floor mats, dust mops and cloths, wiping towels, selected linen items and several restroom products. No one customer’s transactions account for 1.0% or more of the Company’s revenues.
 
    The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 1). Corporate expenses are allocated to the segments based on segment revenue. The Company evaluates performance based on income from operations. Financial information by geographic location for the three-month periods ended September 28, 2002 and September 29, 2001 is as follows:

                           
      United                
      States   Canada   Total

Fiscal Year 2003:
                       
 
Revenues
  $ 137,276     $ 18,977     $ 156,253  
 
Income from operations
    14,839       4,314       19,153  
 
Capital expenditures
    6,683       2,293       8,976  
 
Depreciation and amortization expense
    8,116       903       9,019  
Fiscal Year 2002:
                       
 
Revenues
  $ 138,014     $ 19,084     $ 157,098  
 
Income from operations
    14,185       4,877       19,062  
 
Capital expenditures
    5,408       156       5,564  
 
Depreciation and amortization expense
    7,880       889       8,769  

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)

Overview

G&K Services, Inc., founded in 1902 and headquartered in Minnetonka, Minnesota, is a market leader in providing corporate identity apparel and facility services programs to a wide variety of North American industrial, service and high-technology companies. We rent uniforms and other related products such as floor mats, dust mops, wiping towels, restroom supplies and selected linen items. We also sell uniforms and other apparel items to customers in our direct sale programs. The North American rental market is approximately $6.0 billion, while the direct sales market, targeted by us, is approximately $4.5-$5.0 billion in size.

Critical Accounting Policies

The discussion of the financial condition and results of operations are based upon the consolidated condensed financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. As such, management is required to make certain estimates, judgments and assumptions that are believed to be reasonable based on the information available. These estimates and assumptions affect the reported amount of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. See Note 1 to the consolidated condensed financial statements for additional discussion of the application of these and other accounting policies.

Revenue Recognition and Allowance for Doubtful Accounts

We recognize revenue from rental operations in the period in which the services are provided. Direct sale revenue is recognized in the period in which the product is shipped. Estimates are used in determining the collectability of billed accounts receivable. Management analyzes specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances when evaluating the adequacy of the allowance for doubtful accounts. Significant management judgments and estimates are used in connection with establishing the allowance in any accounting period. Material differences may result in the amount and timing of bad debt expense recognition for any given period if management makes different judgments or utilizes different estimates.

Inventories

Our inventories consist of new goods and rental merchandise in service. Estimates are used in determining the likelihood that new goods on hand can be sold to customers or used in rental operations. Historical inventory usage and current revenue trends are considered in estimating both obsolete and excess inventories. New goods are stated at lower of cost or market, net of any reserve for obsolete or excess inventory. Merchandise placed in service to support rental operations is amortized into cost of rental operations over the estimated useful lives of the underlying inventory items, primarily on a straight-line basis. Estimated lives of rental merchandise in service range from nine months to three years. In establishing estimated lives for merchandise in service, management considers manufacturer expectations, historical experience and the intended use of the merchandise. Material differences may result in the amount and timing of operating profit for any period if management makes different judgments or utilizes different estimates.

Goodwill, Intangibles and Other Long-Lived Assets

We adopted SFAS 142 at the beginning of fiscal 2002 and as a result no longer amortize goodwill. SFAS 142 also requires that companies test goodwill for impairment on an annual basis and when events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit to which goodwill is assigned below its carrying amount. There have been no impairments of

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goodwill in fiscal 2003 or 2002. Our evaluation considers changes in the operating environment, competitive information, market trends, operating performance and cash flow modeling. Future events could cause management to conclude that impairment indicators exist and that goodwill and other intangibles associated with acquired businesses are impaired. Any resulting impairment loss could have a material impact on our financial condition and results of operations.

Property, plant and equipment and definite-lived intangible assets are depreciated or amortized over their useful lives. Useful lives are based on management estimates of the period that the assets will generate revenue. Long-lived assets are evaluated for impairment whenever events and circumstances indicate an asset may be impaired. There have been no write-downs of any long-lived assets in fiscal 2003 or 2002.

Insurance

We self-insure for certain obligations related to health and workers’ compensation programs. We purchase stop-loss insurance policies to protect us from catastrophic losses. Estimates are used in determining the potential value associated with reported claims and for losses that have occurred, but have not been reported. Management estimates consider historical claims experience, escalating medical cost trends, expected timing of claim payments and actuarial analysis provided by a third party. Changes in the cost of medical care, our ability to settle claims or the estimates and judgment used by management could have a material impact on the amount and timing of expense for any period.

Results of Operations

The percentage relationships to net sales of certain income and expense items for the three-month periods ended September 28, 2002 and September 29, 2001, and the percentage changes in these income and expense items between periods are presented in the following table:

                             
                        Percentage
        Three Months Ended   Change
       
 
                        FY Q1 2003 vs. FY
        September 28, 2002   September 29, 2001   Q1 2002
       
 
 
Revenues:
                       
 
Rental
    97.2 %     96.6 %     0.1 %
 
Direct
    2.8       3.4       (18.5 )
 
   
     
         
   
Total revenues
    100.0       100.0       (0.5 )
Expenses:
                       
 
Cost of rental sales
    57.9       58.6       (1.1 )
 
Cost of direct sales
    80.5       72.2       (9.1 )
 
   
     
         
   
Total cost of sales
    58.5       59.0       (1.4 )
   
Selling and administrative
    23.4       23.3       0.3  
   
Depreciation and amortization
    5.8       5.6       2.9  
 
   
     
         
Income from operations
    12.3       12.1       0.5  
Interest expense
    2.1       2.4       (14.9 )
 
   
     
         
Income before income taxes
    10.2       9.7       4.3  
Provision for income taxes
    4.0       3.8       3.0  
 
   
     
         
Net income
    6.2 %     5.9 %     5.2 %
 
   
     
         

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Three months ended September 28, 2002 compared to three months ended September 29, 2001

Revenues. Total revenues in the first quarter of fiscal 2003 decreased 0.5% to $156.3 million from $157.1 million in the first quarter of fiscal 2002. Rental revenue increased $0.1 million in the first quarter, or 0.1%. The net impact of acquisitions and changes in foreign currency exchange rates increased rental revenue 4.6%.

Direct sale revenue decreased 18.5% to $4.3 million in the first quarter of fiscal 2003 compared to $5.3 million in the same period of fiscal 2002. Direct sale revenue is down due to large initial stocking orders in the first quarter of fiscal 2002 and the continued postponement of customer orders in the current year quarter.

Cost of Rental and Direct Sale. Cost of rental operations decreased 1.1% to $87.9 million in the first quarter of fiscal 2003 from $88.9 million in the same period of fiscal 2002. Gross margin from rental sales increased to 42.1% in the first quarter of fiscal 2003 from 41.4% in the first quarter of fiscal 2002. Improved operational productivity and lower merchandise expense contributed to the improved rental gross margin.

Cost of direct sales decreased 9.1% to $3.5 million in the first quarter of fiscal 2003 from $3.9 million in the same period of fiscal 2002. Gross margin from direct sales decreased to 19.5% in the first quarter of fiscal 2003 from 27.8% in the first quarter of fiscal 2002. The decrease in gross margin is due primarily to lower revenue.

Selling and Administrative. Selling and administrative expenses increased 0.3% to $36.7 million in the first quarter of fiscal 2003 from $36.5 million in the same period of fiscal 2002. As a percentage of total revenues, selling and administrative expenses increased to 23.4% in the first quarter of fiscal 2003 from 23.3% in the same period of fiscal 2002. Sales and marketing expenses focused on organic revenue growth and increasing property and casualty insurance costs drove the majority of the increase.

Depreciation and Amortization. Depreciation and amortization expense increased 2.9% to $9.0 million in the first quarter of fiscal 2003 from $8.8 million in the same period of fiscal 2002. As a percentage of total revenues, depreciation and amortization expense increased to 5.8% in the first quarter of fiscal 2003 from 5.6% in the same period of fiscal 2002. Capital expenditures, excluding acquisition of businesses, was $9.0 million in the first quarter of fiscal 2003 compared to $5.6 million in the prior year’s quarter.

Interest Expense. Interest expense was $3.3 million in the first quarter of fiscal 2003, down from $3.8 million in the same period of fiscal 2002. The decrease in interest expense is due primarily to lower effective interest rates.

Provision for Income Taxes. Our effective tax rate decreased to 39.0% in the first quarter of fiscal 2003 from 39.5% in the same period of fiscal 2002 due largely to decreases in Canadian statutory income tax rates.

Liquidity, Capital Resources and Financial Condition

Our primary sources of cash are net cash flows from operations and borrowings under the term loan and revolving credit facilities. Primary uses of this cash are interest payments on indebtedness, capital expenditures, acquisitions and general corporate purposes.

Operating Activities. Net cash provided by operating activities was $21.1 million in the first quarter of fiscal 2003 and $23.6 million in the same period of fiscal 2002.

Working capital at September 28, 2002 was $91.6 million, down 4.4% from $95.8 million at June 29, 2002. The decrease was largely driven by an increase in current maturities of long-term debt associated with debt amortization and acquisitions in the first quarter of fiscal 2003.

Investing Activities. Net cash used in investing activities was $19.7 million in the first quarter of fiscal 2003 and $26.6 million in the first quarter of fiscal 2002. In both fiscal years 2003 and 2002, cash was largely used for acquisitions and property, plant and equipment additions.

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Financing Activities. Cash used for financing activities was $1.4 million in the first quarter of fiscal 2003 and cash provided by financing activities was $6.6 million in the same period of fiscal 2002. Cash used in fiscal 2003 was primarily related to repayment of long-term debt. Cash provided in fiscal 2002 was used primarily in acquisitions of businesses. We paid dividends of $0.4 million during the quarter.

Cash Obligations. Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under the variable rate term loan and revolving credit facility, the fixed rate term loan, capital lease obligations and rent payments required under non-cancelable operating leases with initial or remaining terms in excess of one year.

The following table summarizes our fixed cash obligations as of September 28, 2002 for the fiscal years ending June (in millions):

                                                         
    2003 Remaining   2004   2005   2006   2007   2008 and Thereafter   Total

Variable rate term loan and revolving credit facility
  $ 5,625     $ 13,125     $ 15,000     $ 18,750     $ 22,500     $ 92,100     $ 167,100  
Fixed rate term loan
                7,143       7,143       7,143       28,571       50,000  
Other debt arrangements, including capital leases
    1,519       1,183       1,286       66       29             4,083  
Operating leases
    7,069       6,477       4,905       3,485       2,432       1,894       26,262  

Total contractual cash obligations
  $ 14,213     $ 20,785     $ 28,334     $ 29,444     $ 32,104     $ 122,565     $ 247,445  

Also, at September 28, 2002, we had stand-by letters of credit totaling $11.1 million that have been issued and are outstanding, primarily in connection with our property and casualty insurance programs. No amounts have been drawn upon these letters of credit.

At September 28, 2002, we had available cash on hand of $10.0 million and approximately $146.8 million of available capacity under our revolving credit facility. We anticipate that we will generate sufficient cash flows from operations to satisfy our cash commitments and capital requirements for fiscal 2003; however, we may utilize borrowings under the revolving credit facility to supplement our cash requirements from time to time. We estimate that capital expenditures in fiscal 2003 will be approximately $30.0 million to $35.0 million.

The amount of cash flow generated from operations is subject to a number of risks and uncertainties. In fiscal 2003, we may actively seek and consider acquisitions of business assets, the consummation of any acquisition could affect our liquidity profile and level of outstanding debt. We believe that available capacity under our revolving credit facility will be adequate to finance any such acquisitions and planned capital expenditures in fiscal 2003.

Impact of Inflation

In general, management believes that our results of operations are not dependent on moderate changes in the inflation rate. Historically, we have been able to manage the impacts of more significant changes in inflation rates through our customer relationships, and continued focus on improvements of operational productivity. Customer agreements generally provide for price increases consistent with the rate of inflation or 5.0%, whichever is greater.

Litigation

We are involved in a variety of legal actions relating to personal injury, customer contracts, employment, trade practices, environmental and other legal matters that arise in the normal course of business. These legal actions include lawsuits that challenge the practice of charging for certain environmental services on invoices, and being named, along with other defendants, as a potentially responsible party at certain waste disposal sites where ground water contamination has been detected or is suspected. While we are unable to predict the ultimate outcome of these legal actions, it is the opinion of management that the disposition of these matters will not have a material adverse effect on our consolidated financial statements taken as a whole.

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Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations” (SFAS 143). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. We adopted SFAS 143 effective June 30, 2002. The impact of adopting SFAS 143 was not material.

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). SFAS 144 establishes a single accounting model, based on the framework established in SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” (SFAS 121), for long-lived assets to be disposed of by sale. SFAS 144 also resolves several significant implementation issues related to SFAS 121, such as eliminating the requirement to allocate goodwill to long-lived assets to be tested for impairment and establishing criteria to define whether a long-lived asset is held for sale. We adopted SFAS 144 effective June 30, 2002. The impact of adopting SFAS 144 was not material.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS 146). SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities. It nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” SFAS 146 requires that a liability be recognized for costs associated with an exit or disposal activity only when the liability is incurred. SFAS 146 also establishes fair value as the objective for initial measurement of liabilities related to exit or disposal activities. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. We do not believe that SFAS 146 will have a material impact on our consolidated financial statements.

Cautionary Statements Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides companies with a “safe harbor” when making forward-looking statements as a way of encouraging them to furnish their shareholders with information regarding expected trends in their operating results, anticipated business developments and other prospective information. Statements made in this report concerning our intentions, expectations or predictions about future results or events are “forward-looking statements” within the meaning of the Act. These statements reflect our current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which could be material and adverse. Given that circumstances may change, and new risks to the business may emerge from time to time, having the potential to negatively impact our business in ways we could not anticipate at the time of making a forward-looking statement, you are cautioned not to place undue reliance on these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Some of the factors that could cause actual results or events to vary from stated expectations include, but are not limited to, the following: unforeseen operating risks; the effects of overall economic conditions; fluctuations in costs of insurance and energy; acquisition integration costs; the performance of acquired businesses; preservation of positive labor relationships; competition, including pricing, within the corporate identity apparel and facility services industry; and the availability of capital to finance planned growth. Additional information concerning potential factors that could effect future financial results is included in the Company’s Annual Report on Form 10-K for the Fiscal Year Ended June 29, 2002.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates. We use financial instruments, including fixed and variable rate debt, as well as interest rate swaps to manage interest rate risk. Interest rate swap agreements are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. Assuming the current level of borrowings, a 100 basis point increase in interest rates under these borrowings would have increased our interest expense for the first quarter of fiscal 2003 by approximately $1.3 million. This estimated exposure considers the mitigating effects of interest rate swap agreements outstanding at September 28, 2002 on the change in the cost of variable rate debt.

Foreign Currency Exchange Risk

We have a significant foreign subsidiary located in Canada. The assets and liabilities of this subsidiary are denominated in the Canadian dollar and as such are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Results of operations are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities are recorded as a component of stockholders’ equity. Gains and losses from foreign currency transactions are included in results of operations.

We may periodically hedge firm cash flow commitments with our foreign subsidiary, generally with foreign currency contracts. These agreements are recorded at current market values and the gains and losses are included in earnings. Gains and losses on such transactions were not significant in the first quarter of fiscal 2003. Notional amounts outstanding under foreign currency contracts at September 28, 2002 were $2.4 million, all of which will mature during fiscal 2003. No amounts were outstanding under such contracts at September 29, 2001. The fair values of the foreign currency contracts were not materially different as of September 28, 2002.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of disclosure controls and procedures within 90 days of filing this quarterly report (the “Evaluation Date”). After evaluating the effectiveness of disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer, along with other key management, have determined that disclosure controls and procedures were effective and designed to ensure that material information relating to G&K Services and its consolidated subsidiaries would be made known to them on a timely basis. There were no significant changes in internal controls or other factors that could significantly affect these controls subsequent to the Evaluation Date.

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PART II

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         a.     Exhibits

     
  10.1 Promissory Note of Richard L. Marcantonio dated July 26, 2002 and payable to the Registrant
     
  10.2 Stock Pledge Agreement dated as of July 26, 2002, by and between the Registrant and Richard L. Marcantonio
     
  99.1 Certification of the Company’s Chief Executive Officer, Thomas R. Moberly, and Chief Financial Officer, Jeffrey L. Wright, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         b.     Reports on Form 8-K

               A Form 8-K, Item 5. Other Events was filed on October 4, 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
Date: November 12, 2002   G&K SERVICES, INC.
(Registrant)
         
    By:   /s/ Jeffrey L. Wright
        Jeffrey L. Wright
Chief Financial Officer and Secretary
(Principal Financial Officer)
         
    By:   /s/ Michael F. Woodard
        Michael F. Woodard
Controller
(Principal Accounting Officer)

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CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas R. Moberly, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of G&K Services, Inc.;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

         
Date: November 12, 2002  
         
    By:   /s/ Thomas R. Moberly
        Thomas R. Moberly
Chief Executive Officer
(Principal Executive Officer)

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CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeffrey L. Wright, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of G&K Services, Inc.;
 
2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have;

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.   The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation including any corrective actions with regard to significant deficiencies and material weaknesses.

         
Date: November 12, 2002  
         
    By:   /s/ Jeffrey L. Wright
        Jeffrey L. Wright
Chief Financial Officer and Secretary
(Principal Financial Officer)

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