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
(Registrants 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 issuers 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 |
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. | Managements 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 |
2
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.
3
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.
4
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.
5
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 Companys 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 Companys 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 Companys 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. |
6
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. |
7
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 Companys 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 | ||||||
8
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 Companys 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 customers transactions account for 1.0% or more of the Companys 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 | ||||||||||
9
ITEM 2. MANAGEMENTS 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
10
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 | % | ||||||||
11
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 years 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.
12
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 Companys 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 Companys 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) |
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By: | /s/ Jeffrey L. Wright
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Jeffrey L. Wright Chief Financial Officer and Secretary (Principal Financial Officer) |
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By: | /s/ Michael F. Woodard
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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 registrants 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 registrants 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 registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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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 registrants 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 registrants 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 registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants 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 registrants ability to record, process, summarize and report financial data and have identified for the registrants 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 registrants internal controls; and |
6. | The registrants 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
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Jeffrey L. Wright Chief Financial Officer and Secretary (Principal Financial Officer) |
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