-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RCPfs8Z30F/AZ37R+eoCSpRKiAZXrbYUeB2Cu/W/Vk4xSVzMM5GIxESTOMyk6mto NcizoLPcHJ//ud+iMy/o7A== 0001157523-09-003031.txt : 20090428 0001157523-09-003031.hdr.sgml : 20090428 20090428074533 ACCESSION NUMBER: 0001157523-09-003031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G&K SERVICES INC CENTRAL INDEX KEY: 0000039648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410449530 STATE OF INCORPORATION: MN FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04063 FILM NUMBER: 09774010 BUSINESS ADDRESS: STREET 1: 5995 OPUS PARKWAY STREET 2: SUITE 500 CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6129125500 MAIL ADDRESS: STREET 1: 5995 OPUS PARKWAY STREET 2: SUITE 500 CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: NORTHWEST LINEN CO DATE OF NAME CHANGE: 19681227 8-K 1 a5949430.htm G&K SERVICES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2009

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

Minnesota

0-4063

41-0449530

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)


5995 Opus Parkway, Minnetonka, Minnesota

55343

(Address of principal executive offices)

(Zip Code)


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

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02

Results of Operations and Financial Condition

On April 28, 2009, G&K Services, Inc. issued a press release announcing its financial results for the fiscal third quarter ended March 28, 2009.  A copy of the press release is furnished as Exhibit 99.1 to this report.  The press release contains non-GAAP financial measures which are the organic industrial rental growth rate, free cash flow and certain non-GAAP operating results which are reconciled to the third quarter and fiscal 2009 year-to-date earnings per diluted share on a GAAP basis to adjusted earnings per diluted share on a non-GAAP basis.  The organic growth rate is calculated using industrial rental revenues, adjusted for foreign currency exchange rate differences and revenues from newly acquired locations. Management believes that by eliminating the impact of the U.S.-Canadian exchange rate and the effects of the company’s recent business acquisitions, the organic growth rates better reflect the growth of the company’s existing industrial rental business.  The free cash flow result is calculated as cash flow from operations less capital expenditures.  Management believes that organic growth and free cash flow are useful in analyzing the company’s overall financial condition and the results of its operations.  Management believes that certain non-GAAP operating results, which exclude non-cash impairment and certain other non-recurring charges, provide a more meaningful measure on which to compare the company’s overall results of operations between periods.  

The information in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

 
(c) Exhibits.
 
99.1 Press Release dated April 28, 2009 (furnished)
- 2 -

SIGNATURE

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


 

G&K SERVICES, INC.

(Registrant)
 
 
Date: April 28, 2009 By:

/s/ Jeffrey L. Wright            

Name:

Jeffrey L. Wright

Title:

Senior Vice President and Chief Financial

Officer

- 3 -

EXHIBIT INDEX

Exhibit No.

 

Description

 
99.1

Press Release dated April 28, 2009

-4-

EX-99.1 2 a5949430ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

G&K Services Reports Fiscal 2009 Third Quarter Results

Revenue of $231.0 Million within Company Guidance; Company Generates Record Cash Flow from Operations; Third Quarter Results Include Non-Cash Impairment Charges

MINNEAPOLIS--(BUSINESS WIRE)--April 28, 2009--G&K Services, Inc. (NASDAQ: GKSR), today reported third quarter fiscal 2009 revenue of $231.0 million, which was within previous company guidance and compares to revenue of $251.1 million in the prior-year period. The continued significant deterioration in customer employment levels and an $8.4 million impact from the reduction in the value of the Canadian dollar affected overall revenue. These economic forces, which lowered total company revenue, were partially offset by strong third quarter direct sale revenue growth, which increased 16.4 percent compared to the prior-year period.

The company reported a net loss of $4.74 per diluted share, which included a $94.4 million after-tax, or $5.18 per diluted share negative impact from goodwill impairment, fixed asset write-downs and other non-cash charges. This compares with net earnings of $0.54 per diluted share for the third quarter of fiscal 2008. When excluding the non-cash charges, third quarter fiscal 2009 adjusted earnings per diluted share were $0.44 and within the company’s earnings guidance. The non-cash charges were a result of the write-down of goodwill and other assets required by Statement of Financial Accounting Standard (SFAS) No. 142, “Goodwill and Other Intangible Assets” and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, and company cost reduction activities. The primary cause for the goodwill impairment was the continued deterioration in prevailing economic conditions and the related decline in the equity markets, resulting in a reduction in the company’s share price and market capitalization as compared to book value.


These non-cash charges are expected to have no adverse impact on the company’s business, available borrowings under its bank credit facilities, or cash flows from operating activities, nor are they expected to impact future operations. During the third quarter the company continued to generate strong cash flow from operations and further reduced its overall level of debt financing.

Third quarter adjusted earnings benefited from the reduction in production and administrative costs as a result of cost reduction activities, improved contribution from solid direct sale performance and lower energy and incentive compensation costs. These earnings improvements were offset by a reduction in fixed cost absorption from lower revenue, the impact of severance costs associated with workforce reductions, higher health care costs and the effect of the weak Canadian dollar.

“Our third quarter revenue and adjusted earnings per diluted share were in line with our guidance despite the accelerated pace of deterioration in customer employment levels,” said Richard Marcantonio, chairman and chief executive officer. “During this difficult employment and economic environment, we continue to focus on improving revenue growth, reducing expenses and maximizing cash flow. As a result, during the quarter, we achieved solid growth in our National Accounts business, strong organic growth in direct sales, lower administrative expenses and record quarterly cash flow from operations. G&K is well-positioned to capture future growth opportunities and drive improved long-term financial performance by leveraging a more streamlined overall cost structure.”

Income Statement Review
Third quarter revenue from rental operations was $209.9 million, compared to $233.0 million in the prior-year period. For the quarter, the company’s organic rental growth rate was approximately negative 7.25 percent. Organic rental growth reflects significant reductions in customer employment levels, lost business as a result of customer financial difficulty and lower new account and route sales due to the difficult economy. Direct sale revenue was $21.1 million, up approximately 17.75 percent on an organic revenue basis. Strong direct sale organic revenue growth was driven by the successful launch of the Delta Air Lines’ uniform program to selected Northwest Airlines employees, and early results from the rollout of the company’s Dockers® San Francisco apparel offering to its U.S. field locations. Organic growth is calculated using revenue, adjusted for foreign currency exchange rate differences and newly acquired revenue.


Gross margin from rental operations for the third quarter was 29.9 percent, compared to 32.0 percent in the prior-year period. The change in rental gross margin was a result of the reduction in fixed cost absorption from lower rental revenue, higher health care expenses and the impact of severance costs, partially offset by the benefit of location consolidation actions, workforce reductions, and lower energy costs. Direct sale gross margin increased to 26.5 percent, up from 24.6 percent in the prior-year period, as a result of the fixed cost leverage achieved from higher direct sale volume.

Selling and administrative expenses in the quarter were 23.4 percent of consolidated revenue, up from 22.9 percent in the prior-year period. On an absolute dollar basis, selling and administrative expenses decreased $3.6 million compared to the prior-year period due to the company’s proactive focus on reducing its non-revenue producing workforce and aggressive cost controls, offset by higher health care costs and regulatory compliance expenses.

Financial Strength
The company’s balance sheet remains strong. As of March 28, 2009, the company had total borrowings of $257.3 million and a debt to capitalization ratio of 37.3 percent. Total shareholders’ equity at the end of the third quarter was $432.1 million.

Cash provided by operating activities for the nine months ended March 28, 2009 was $73.9 million, compared to $73.0 million in the prior-year period. For the third quarter, free cash flow, defined as cash flow from operations less capital expenditures, was a record $31.7 million. During the quarter, the company utilized its free cash flow to reduce debt, net of cash, by $30.3 million.

Outlook
The company expects fiscal 2009 fourth quarter revenue to range from $212.0 million to $222.0 million and earnings per diluted share from $0.25 to $0.35. The revenue guidance includes continued focus on controllable growth factors, offset by the impact from deteriorating customer employment levels and difficult economic conditions. Due to the weaker Canadian dollar, fourth quarter revenue is projected to be reduced by approximately $9.0 million when compared to the prior-year period.


The earnings guidance reflects anticipated severance and facility shutdown costs and the impact of the weaker Canadian dollar exchange rate, which in total are anticipated to impact earnings by $0.09 to $0.11 per diluted share when compared to the prior-year period. The company’s fourth quarter effective tax rate is expected to be a more normalized rate in the range of 38.0 to 39.0 percent.

Conference Call Information
The company will host a conference call today at 10:00 a.m. (CST) to discuss its financial results and outlook. The call will be webcast and is available on the Investor Relations section of the company’s website at www.gkservices.com (click on webcast icon and follow the instructions). A replay of the call will be available on the company’s website through May 27, 2009.

Safe Harbor for Forward-Looking Statements
Statements made in this press release concerning our intentions, expectations or predictions about future results or events are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. 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. 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.

Information concerning potential factors that could affect future financial results is included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2008.

About G&K Services, Inc.
G&K Services, Inc. is a market leader in branded identity apparel programs and facility services in the United States, and is the largest such provider in Canada. Headquartered in Minneapolis, Minnesota, G&K Services has approximately 9,000 employees serving more than 175,000 customers from over 170 facilities in North America and Europe. G&K Services is a publicly held company traded over the NASDAQ Global Select Market under the symbol GKSR and is a component of the Standard & Poor’s SmallCap 600 Index. For more information on G&K Services, visit the company’s website at www.gkservices.com.


Comparison of GAAP to Non-GAAP Financial Measures
The company reports its consolidated financial results in accordance with generally accepted accounting principles (GAAP). To supplement these consolidated financial results, management believes that certain non-GAAP operating results, which exclude non-cash impairment and certain other non-recurring charges, may provide a more meaningful measure on which to compare the company’s results of operations between periods. The company believes these non-GAAP results provide useful information to both management and investors by excluding certain costs that impact comparability of the results. A reconciliation of third quarter and fiscal 2009 year-to-date earnings per diluted share on a GAAP basis to adjusted earnings per diluted share on a non-GAAP basis are presented in the table below:

  Three months ended March 28, 2009   Nine months ended March 28, 2009
(In thousands, except per share data)  

Operating
Income

 

Net
Income

 

Earnings
Per Share

 

Operating
Income

 

Net
Income

 

Earnings
Per Share

As reported $ (112,269 )   $ (86,303 )   $ (4.74 ) $ (83,332 )   $ (75,307 )   $ (4.08 )

Add: Goodwill and other

impairment charges

  126,719       94,358       5.18       126,719       94,358       5.11  
 
As Adjusted $ 14,450     $ 8,055     $ 0.44     $ 43,387     $ 19,051     $ 1.03  
 

These non-GAAP measures are not in accordance with, or an alternative for measures prepared in accordance with, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.


CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
G&K Services, Inc. and Subsidiaries
(Subject to Reclassification)
 
 
  For the Three Months Ended   For the Nine Months Ended
March 28,  

  March 29,  

March 28,  

  March 29,  

(U.S. Dollars, in thousands, except per share data)

  2009   2008   2009   2008
                 
REVENUES
Rental operations $209,872

$233,001

$660,211 $691,277
Direct sales   21,120   18,140   57,770   58,918
Total revenues   230,992   251,141   717,981   750,195
 
OPERATING EXPENSES
Cost of rental operations 147,041 158,368 460,912 466,750
Cost of direct sales 15,521 13,680 42,822 42,745
Selling and administrative 53,980 57,538 170,860 171,577
Goodwill and other impairment charges   126,719   -   126,719   -
Total operating expenses   343,261   229,586   801,313   681,072
(LOSS)/INCOME FROM OPERATIONS (112,269) 21,555 (83,332) 69,123
Interest expense   3,263   3,828   10,681   11,776
(LOSS)/INCOME BEFORE INCOME TAXES (115,532) 17,727 (94,013) 57,347
(Benefit)/Provision for income taxes   (29,229)   7,080   (18,706)   21,899
NET (LOSS)/INCOME   $(86,303)  

$10,647

  $(75,307)   $35,448
Basic weighted average number
of shares outstanding 18,222 19,621 18,450 20,452
BASIC EARNINGS PER COMMON SHARE   $(4.74)  

$0.54

  $(4.08)   $1.73
Diluted weighted average number
of shares outstanding 18,222 19,742 18,450 20,590
DILUTED EARNINGS PER COMMON SHARE   $(4.74)  

$0.54

  $(4.08)   $1.72
 
Dividends per share $0.07

$0.05

$0.21 $0.15

CONSOLIDATED CONDENSED BALANCE SHEETS

G&K Services, Inc. and Subsidiaries
(Subject to Reclassification)
  March 28,   June 28,
2009 2008
(U.S. dollars, in thousands)  

 

   
ASSETS
Current Assets
Cash and cash equivalents $ 15,289 $ 12,651
Accounts receivable, net 90,608 111,307
Inventories, net 145,723 142,318
Other current assets     17,307     26,181
Total current assets     268,927     292,457
 
Property, Plant and Equipment, net 218,437 253,041
Goodwill 315,975 434,874
Other Assets     56,250     72,802
Total assets   $ 859,589   $ 1,053,174
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 31,677 $ 30,873
Accrued expenses 83,687 78,282
Deferred income taxes 3,589 6,154
Current maturities of long-term debt     7,606     7,891
Total current liabilities     126,559     123,200
 
Long-Term Debt, net of Current Maturities 249,742 280,428
Deferred Income Taxes 2,368 35,190
Accrued Income Taxes – Long Term 10,121 12,343
Other Noncurrent Liabilities 38,693 44,537
Stockholders' Equity     432,106     557,476
Total liabilities and stockholders’ equity   $ 859,589   $ 1,053,174

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
G&K Services, Inc. and Subsidiaries
(Subject to Reclassification)
  For the Nine Months Ended
March 28,   March 29,
(U.S. dollars, in thousands)   2009   2008
Operating Activities:
Net (loss)/income $ (75,307 ) $ 35,448
Adjustments to reconcile net (loss)/income to net cash
provided by operating activities -
Depreciation and amortization 33,871 35,702
Goodwill and other impairment charges 126,719 -
Deferred income taxes (34,298 ) (862 )
Other adjustments 5,731 2,691
Changes in current operating items, exclusive of acquisitions 13,192 (5,504 )
Other assets and liabilities     3,942       5,502  
Net cash provided by operating activities     73,850       72,977  
Investing Activities:
Property, plant and equipment additions, net (18,422 ) (16,576 )
Acquisition of business assets, net 20 (63,687 )
Purchase of investments, net     -       (2,521 )
Net cash used for investing activities     (18,402 )     (82,784 )
Financing Activities:
Payments of long-term debt (7,540 ) (7,341 )
(Payments of)/ Proceeds from revolving credit facilities, net (23,425 ) 81,801
Cash dividends paid (3,920 ) (3,082 )
Net issuance of common stock, primarily under stock option plans 209 4,220
Purchase of common stock     (16,775 )     (70,735 )
Net cash (used for)/provided by financing activities     (51,451 )     4,863  
Increase/(Decrease) in Cash and Cash Equivalents 3,997 (4,944 )
Effect of Exchange Rates on Cash (1,359 ) 223
 
Cash and Cash Equivalents:
Beginning of period     12,651       22,759  
End of period   $ 15,289     $ 18,038  

CONTACT:
G&K Services, Inc.
Jeffrey L. Wright, 952-912-5500
Senior Vice President and Chief Financial Officer
or
Shayn R. Carlson, 952-912-5500
Director of Investor Relations

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