Company Reports First Quarter Earnings of $0.50
Per Diluted Share
Adjusted Non-GAAP Earnings Grow 11 Percent to
$0.89 Per Diluted Share
Cash Flow from Operations Increases 61 Percent
to $31 Million
G&K Services, Inc. (NASDAQ: GK) today reported
operating results for the first quarter of its fiscal year 2017,
which ended on October 1, 2016. First quarter revenue grew 1.6
percent to $241.0 million, compared to $237.2 million in last
year’s first quarter. Earnings per diluted share were $0.50,
compared to $0.80 in the prior year period. First quarter earnings
included $0.24 per share of merger-related costs, a previously
disclosed $0.19 per share pension settlement charge, and a $0.04
per share benefit due to the adoption of a new accounting standard
for employee share-based payments. Excluding these items, adjusted
non-GAAP earnings grew 11 percent to $0.89 per diluted share (see
reconciliation table).
“Our first quarter results demonstrate the underlying strength
of our business, as our team continued to deliver solid
profitability improvements and adjusted earnings growth,” said
Douglas A. Milroy, Chairman and Chief Executive Officer. “We remain
confident that our pending merger with Cintas will be completed and
look forward to closing the transaction later this fiscal
year.”
Income Statement ReviewThe
first quarter organic growth rate, which adjusts for the impact of
currency exchange, acquisitions and divestitures, was 1.6
percent.
First quarter operating margin, including the impact of
merger-related costs and the pension settlement charge, was 7.7
percent. Excluding these items, adjusted operating margin improved
to 12.7 percent, compared to 11.8 percent in last year’s first
quarter (see reconciliation table). The improvement in adjusted
operating margin was primarily driven by lower rental merchandise
expense, decreased selling costs, and operating leverage from
revenue growth.
Interest expense in the quarter increased to $2.0 million,
compared to $1.6 million in the prior year quarter, primarily due
to a higher effective interest rate from an interest rate swap
contract that became effective during the quarter. This swap
contract limits the company’s interest rate risk by effectively
converting variable rate debt to a fixed rate.
As previously disclosed, in an effort to reduce the risk in its
pension plan the company offered former employees who were vested
in the plan the opportunity to receive a lump-sum payment of their
entire pension benefit. For those plan participants who elected the
lump-sum distribution, payments were made during the first quarter,
which resulted in an after-tax settlement loss of $3.8 million, or
$0.19 per share, that was recognized in the quarter. All payments
were made from pension plan trust assets.
Also during the quarter, the company adopted Accounting
Standards Update 2016-09 (ASU 2016-09), Improvements to Employee
Share-Based Payment Accounting. The adoption of this guidance is
expected to increase the volatility of the company’s effective tax
rate, as the excess tax benefit related to stock options exercised
and vested restricted stock are recorded as income tax expense and
no longer in equity. During the first quarter, the adoption had a
favorable impact on the company’s effective tax rate, which
increased earnings by $0.04 per share. This favorable impact on the
tax rate was offset by the tax impact of non-deductible
merger-related costs. The result of these two adjustments increased
the first quarter effective tax rate to 39.6 percent, compared to
38.0 percent in the prior year.
Balance Sheet and Cash
FlowThe company ended the quarter with total debt, net
of cash, of $193.4 million and a ratio of debt to total capital of
35.7 percent. Net debt was reduced by $13.5 million during the
quarter.
Cash provided by operating activities increased 61 percent to
$31.2 million, compared to $19.4 million in the prior year quarter.
The increase was primarily driven by improved utilization of
merchandise in service, improved collections of accounts receivable
and an increase in accounts payable. Capital expenditures were $8.9
million, compared to $13.8 million in the first quarter last year.
During the quarter the company paid dividends of $7.7 million, or
$0.39 per share. In connection with the proposed merger with Cintas
Corporation, the company has suspended activity under its share
repurchase program.
Proposed Merger with Cintas
CorporationOn August 16, 2016, G&K Services
announced an agreement under which Cintas Corporation will acquire
G&K for $97.50 per share in an all-cash transaction valued at
approximately $2.2 billion, including G&K’s outstanding
indebtedness. The transaction is expected to close not later than
the second quarter of calendar year 2017, subject to approval by
the holders of G&K Services’ common stock, required regulatory
approvals, and other customary closing conditions.
OutlookDue to the planned
merger with Cintas, G&K has withdrawn all financial
guidance.
Due to the planned merger with Cintas, the company will not
host a conference call this quarter.
About G&K Services,
Inc.G&K Services, Inc. is a service-focused market
leader of branded uniform and facility services programs in the
United States and Canada. Headquartered in Minneapolis, Minnesota,
G&K Services has 8,000 employees serving customers from 160
facilities in North America. G&K Services is a publicly held
company traded over the NASDAQ Global Select Market under the
symbol GK and is a component of the Standard & Poor’s SmallCap
600 Index. For more information visit www.gkservices.com.
Important Information About the
Transaction and Where to Find ItThis communication may
be deemed to be solicitation material in respect of the Merger. On
September 29, 2016, the Company filed a definitive proxy statement
on Schedule 14A (the “Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies for the annual meeting of the Company’s shareholders to
be held on November 15, 2016 (the “meeting”), where, among other
business, shareholders will consider the Merger. The Proxy
Statement and a proxy card have been mailed to each shareholder
entitled to vote at the meeting. Shareholders are urged to read
the Proxy Statement (including any amendments or supplements
thereto) and any other relevant documents that the Company will
file with the SEC when they become available because they will
contain important information about the proposed transaction and
related matters. Shareholders may obtain, free of charge,
copies of the Proxy Statement and any other documents filed by the
Company with the SEC in connection with the transaction at the
SEC’s website (http://www.sec.gov) or by contacting the investor
relations department of the Company at:
jeff.huebschen@gkservices.com+1.952.912.5773Investor Relations5995
Opus ParkwayMinnetonka, MN, 55343
Participants in the
SolicitationThe Company, its directors and certain
executive officers are or may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in
connection with the proposed transaction. Information regarding
such participants, including their direct or indirect interests, by
security holdings or otherwise, can be found in the Proxy Statement
and in Company’s Annual Report on Form 10-K for the fiscal year
ended July 2, 2016 and in any subsequent Statements of Change in
Ownership on Form 4 filed by such individuals with the SEC, and may
be included other documents to be filed with the SEC in connection
with the proposed transaction.
Cautionary Statements Regarding Forward
Looking StatementsThis communication contains
“forward-looking statements” within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. The Private Securities Litigation Reform Act of
1995 provides a safe harbor from civil litigation for
forward-looking statements. Forward-looking statements by their
nature address matters that are, to different degrees, uncertain,
such as statements about the potential timing or consummation of
the proposed transaction with Cintas or the anticipated benefits
thereof, including, without limitation, future financial and
operating results. Forward-looking statements may be identified by
words such as "estimates," "anticipates," "projects," "plans,"
"expects," "intends," "believes," "seeks," "could," "should," "may"
and "will" or the negative versions thereof and similar expressions
and by the context in which they are used. Such statements are
based upon our current expectations and speak only as of the date
made. These statements are subject to various risks, uncertainties
and other factors that could cause actual results to differ from
those set forth in or implied by this press release. Factors that
may cause such a difference include, but are not limited to, risks
and uncertainties related to (i) the ability to obtain shareholder
and regulatory approvals, or the possibility that they may delay
the transaction or that such regulatory approval may result in the
imposition of conditions that could cause the parties to abandon
the transaction, (ii) the risk that a condition to closing of the
merger may not be satisfied, (iii) the ability of the Company and
Cintas to integrate their businesses successfully and to achieve
anticipated cost savings and other synergies, (iv) the possibility
that other anticipated benefits of the proposed transaction will
not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and
growth and expansion of the new combined company’s operations, and
the anticipated tax treatment, (v) litigation relating to the
proposed transaction that has been or could be instituted against
the Company or Cintas or their respective directors, (vi) possible
disruptions from the proposed transaction that could harm the
Company’s or Cintas’ business, including current plans and
operations, (vii) the ability of the Company or Cintas to retain,
attract and hire key personnel, (viii) potential adverse reactions
or changes to relationships with clients, employees, suppliers or
other parties resulting from the announcement or completion of the
merger, (ix) potential business uncertainty, including changes to
existing business relationships, during the pendency of the merger
that could affect the Company’s and/or Cintas’ financial
performance, (x) certain restrictions during the pendency of the
merger that may impact the Company’s and/or Cintas’ ability to
pursue certain business opportunities or strategic transactions,
(xi) continued availability of capital and financing and rating
agency actions, (xii) legislative, regulatory and economic
developments and (xiii) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as
management’s response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the Proxy Statement. While
the list of factors presented here is, and the list of factors
presented in the Proxy Statement are, considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on the Company’s or Cintas’ consolidated financial
condition, results of operations, credit rating or liquidity.
Neither the Company nor Cintas undertake any obligation to update
any forward-looking statements to reflect events or circumstances
arising after the date on which they are made, except as required
by law.
Reconciliation of GAAP to Non-GAAP
Financial MeasuresThe 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 pension settlement costs, merger related
costs, and equity compensation adjustments, provide a 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 amounts that impact comparability of the results.
A reconciliation of operating income, net income and earnings per
diluted share on a GAAP basis to adjusted earnings per diluted
share on a non-GAAP basis is presented in the table below:
(Unaudited)
Three Months Ended Three Months Ended
October 1, 2016 September 26, 2015 Operating Earnings
Per Operating Earnings Per (U.S. Dollars, in thousands, except per
share data) Revenue Income Net Income Share
Revenue Income Net Income Share
As
Reported $ 241,020 $ 18,601 $ 10,050 $ 0.50 $ 237,171 $ 27,878
$ 16,263 $ 0.80 Add: Pension Settlement Charge - 6,010 3,766 0.19 -
- - -
Add: Merger related Costs
- 6,056 4,737 0.24 - - - - Less: Equity Compensation Charge
- - (823 ) (0.04 )
- - - -
As
Adjusted $ 241,020 $ 30,667 $ 17,730
$ 0.89 $ 237,171 $ 27,878 $ 16,263
$ 0.80
These non-GAAP measures are not in accordance with, or an
alternative for measures prepared in accordance with, GAAP 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, measures prepared in
accordance with GAAP.
Organic GrowthA
reconciliation of the organic revenue growth rate to the total
revenue growth rate is presented in the table below:
Three Months Ended October 1, 2016
September 26, 2015 Organic growth rate
1.6% 5.5% Impact of foreign currency exchange rate changes 0.0%
-2.2% Acquisitions and other changes 0.0% -0.3% Total
revenue growth 1.6% 3.0%
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS G&K Services, Inc. and
Subsidiaries (Unaudited)
For the Three Months
Ended (U.S. Dollars, in thousands, except per share
data)
October 1, 2016 September 26,
2015 Rental and direct sale revenue 241,020 237,171 Cost
of rental and direct sale revenue 157,363
156,088
Gross Margin 83,657 81,083
Pension settlement charge 6,010 - Merger-related expenses 6,056 -
Selling and administrative 52,990
53,205
Income from Operations 18,601 27,878
Interest expense 1,961 1,627
Income before Income Taxes 16,640 26,251 Provision
for income taxes 6,590 9,988
Net Income $ 10,050 $ 16,263
Basic Earnings per Common Share
$ 0.51 $ 0.81
Diluted Earnings per Common
Share $ 0.50 $ 0.80
Earnings available to common stockholders: Net income $
10,050 $ 16,263 Less: Income allocable to participating securities
(138 ) (227 )
Net income available
to common stockholders $ 9,912 $ 16,036
Weighted average shares outstanding, basic 19,453
19,727 Weighted average shares outstanding, diluted 19,795 20,001
Dividends Declared per Share $ 0.39 $ 0.37
CONDENSED CONSOLIDATED BALANCE SHEETS G&K Services, Inc.
and Subsidiaries
October 1, 2016 July 2,
2016 (U.S. Dollars, in thousands) (Unaudited)
ASSETS Current Assets Cash and cash
equivalents $ 27,132 $ 24,279 Accounts receivable, net 103,030
102,657 Inventory 34,554 34,077 Merchandise in service, net 130,529
131,801 Other current assets 17,333
20,539 Total current assets 312,578
313,353 Property, plant and equipment, net 228,015 228,642
Goodwill 323,607 324,520 Other noncurrent assets
55,343 55,022 Total assets
$
919,543 $ 921,537 LIABILITIES
AND STOCKHOLDERS' EQUITY Current Liabilities Accounts
payable $ 50,681 $ 44,792 Accrued expenses and other current
liabilities 65,253 72,736 Current maturities of long-term debt
22,000 - Total current liabilities
137,934 117,528 Long-term debt,
net of current maturities 198,548 231,148 Deferred income taxes
74,134 68,895 Other noncurrent liabilities 110,950 114,426
Stockholders' Equity 397,977
389,540 Total liabilities and stockholders' equity
$
919,543 $ 921,537 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS G&K Services, Inc.
and Subsidiaries (Unaudited)
For the Three Months
Ended October 1, September 26, (U.S.
Dollars, in thousands)
2016 2015
Operating Activities: Net income $ 10,050 $ 16,263
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation and amortization 9,056 8,455 Non-cash pension
settlement charge 6,010 - Deferred income taxes 710 4,155
Share-based compensation 1,855 1,941 Changes in operating items,
exclusive of acquisitions and divestitures- Accounts receivable
(527 ) (3,969 ) Inventory and merchandise in service 869 (5,269 )
Accounts payable 6,310 1,734 Other current assets and liabilities
(3,605 ) (4,072 ) Other 500 206
Net cash provided by operating activities
31,228 19,444
Investing
Activities: Capital expenditures (8,873 ) (13,785 ) Acquisition
of business - (1,944 ) Net cash
used for investing activities (8,873 )
(15,729 )
Financing Activities: Repayments of long-term debt
- (108 )
(Repayments of) proceeds from revolving
credit facilities, net
(10,600 ) 13,400 Cash dividends paid (7,690 ) (7,427 ) Proceeds
from issuance of common stock under stock option plans 797 456
Repurchase of common stock - (5,882 ) Shares withheld for taxes
under equity compensation plans (1,848 ) (2,983 ) Excess tax
benefit from shared-based compensation -
1,802 Net cash used for financing activities
(19,341 ) (742 )
Effect of Exchange
Rates on Cash (161 ) (707 )
Increase in Cash and Cash
Equivalents 2,853 2,266
Cash and Cash
Equivalents: Beginning of period 24,279
16,235 End of period $ 27,132
$ 18,501
Supplemental Cash Flow
Information: Cash (paid) received for- Interest $ (926 ) $ (750
) Income taxes $ (1,464 ) $ 434
Supplemental Non-cash Investing
Information: Capital expenditures not yet paid and included in
accounts payable $ 1,404 $ 2,730
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161101005281/en/
G&K Services, Inc.Jeff Huebschen, 952-912-5773Director,
Investor Relationsjeff.huebschen@gkservices.com
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