NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in millions, except per share data)
(Unaudited)
1.
|
Basis of Presentation for Interim Financial Statements
|
The Condensed Consolidated Financial Statements included herein, except for the June 30, 2012 balance sheet, which
was derived from the audited Consolidated Financial Statements for the fiscal year ended June 30, 2012, have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In our opinion,
the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly our financial position as of September 29, 2012, and the results of our
operations and our cash flows for the three months ended September 29, 2012 and October 1, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted
accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures herein are adequate to make the information presented not misleading. It is suggested that these Condensed
Consolidated Financial Statements be read in conjunction with the Consolidated Financial Statements and the notes thereto included in our latest report on Form 10-K.
The results of operations for the three month periods ended September 29, 2012 and October 1, 2011 are not necessarily indicative of the results to be expected for the full year. We have
evaluated subsequent events and have found none that require recognition or disclosure.
Critical accounting policies are
defined as the most important and pervasive accounting policies used, areas most sensitive to material changes from external factors and those that are reflective of significant judgments and estimates. See Note 1, Summary of Significant
Accounting Policies of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012 for additional discussion of the application of these and other accounting policies.
2.
|
Contingent Liabilities
|
Environmental Matters
We are currently involved in several environmental-related proceedings by certain governmental agencies, which relate primarily to allegedly operating certain facilities in noncompliance with required
permits. In addition to these proceedings, in the normal course of our business, we are subject to, among other things, periodic inspections by regulatory agencies. We continue to dedicate substantial operational and financial resources to
environmental compliance, and we remain fully committed to operating in compliance with all environmental laws and regulations. As of September 29, 2012 and June 30, 2012, we had reserves of approximately $1.0 million and $1.2 million,
respectively, related to various pending environmental-related matters. There was no expense for these matters for the three months ended September 29, 2012 and October 1, 2011.
We cannot predict the ultimate outcome of any of these matters with certainty and it is possible that we may incur additional losses in
excess of established reserves. However, we believe the possibility of a material adverse effect on our results of operations or financial position is remote.
3.
|
New Accounting Pronouncements
|
In June 2011, the Financial Accounting Standards Board issued new guidance on the presentation of other
comprehensive income. The new guidance eliminates the option to present components of other comprehensive income as part of the statement of changes in shareholders equity and requires an entity to present either one continuous statement of
net income and other comprehensive income or in two separate, but consecutive, statements. We adopted this guidance in the first quarter of fiscal 2013. Refer to the Condensed Consolidated Statements of Comprehensive Income.
7
4.
|
Fair Value Measurements
|
GAAP defines fair value, establishes a framework for measuring fair value and establishes disclosure requirements about
fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. We considered non-performance risk when determining fair value of our derivative financial instruments. The fair value hierarchy prescribed under GAAP contains the following three levels:
Level 1 unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the
measurement date.
Level 2 other observable inputs available at the measurement date, other than quoted prices included
in Level 1, either directly or indirectly, including:
|
|
|
quoted prices for similar assets or liabilities in active markets;
|
|
|
|
quoted prices for identical or similar assets in non-active markets;
|
|
|
|
inputs other than quoted prices that are observable for the asset or liability; and
|
|
|
|
inputs that are derived principally from or corroborated by other observable market data.
|
Level 3 unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management
judgment. These values are generally determined using pricing models for which the assumptions utilize managements estimates of market participant assumptions.
We do not have any level 3 assets or liabilities and we have not transferred any items between fair value levels during the first quarter of fiscal years 2012 or 2013.
The following tables summarize the assets and liabilities measured at fair value on a recurring basis as of September 29, 2012 and
June 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 29, 2012
|
|
|
|
Fair Value Measurements
Using Inputs Considered as
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market mutual funds
|
|
$
|
3.0
|
|
|
$
|
|
|
|
$
|
3.0
|
|
Equity and fixed income mutual funds
|
|
|
21.0
|
|
|
|
|
|
|
|
21.0
|
|
Cash surrender value of life insurance policies
|
|
|
|
|
|
|
13.3
|
|
|
|
13.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
24.0
|
|
|
$
|
13.3
|
|
|
$
|
37.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2012
|
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|
|
Fair Value Measurements
Using Inputs Considered as
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market mutual funds
|
|
$
|
3.2
|
|
|
$
|
|
|
|
$
|
3.2
|
|
Equity and fixed income mutual funds
|
|
|
18.9
|
|
|
|
|
|
|
|
18.9
|
|
Cash surrender value of life insurance policies
|
|
|
|
|
|
|
13.0
|
|
|
|
13.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
22.1
|
|
|
$
|
13.0
|
|
|
$
|
35.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
$
|
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
|
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
The cash surrender value of life insurance policies are primarily investments established to
fund the obligations of the companys non-qualified, non-contributory retirement plan. The money market, equity and fixed income mutual funds are investments established to fund the obligations of the companys non-qualified deferred
compensation plan.
The following tables summarize the fair values of assets and liabilities that are recorded at historical
cost as of September 29, 2012 and June 30, 2012:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
As of September 29, 2012
|
|
|
|
Fair Value Measurements Using
Inputs Considered as
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
Cash and cash equivalents
|
|
$
|
20.2
|
|
|
$
|
|
|
|
$
|
20.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
20.2
|
|
|
$
|
|
|
|
$
|
20.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
28.7
|
|
|
$
|
28.7
|
|
Long-term debt, net of current maturities
|
|
|
|
|
|
|
177.0
|
|
|
|
177.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
|
|
|
$
|
205.7
|
|
|
$
|
205.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2012
|
|
|
|
Fair Value Measurements Using
Inputs Considered as
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
Cash and cash equivalents
|
|
$
|
19.6
|
|
|
$
|
|
|
|
$
|
19.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
19.6
|
|
|
$
|
|
|
|
$
|
19.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Long-term debt, net of current maturities
|
|
|
|
|
|
|
218.0
|
|
|
|
218.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
|
|
|
$
|
218.2
|
|
|
$
|
218.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of our long-term debt approximates its book value and is based on the amount that would be
paid to transfer the liability to a credit-equivalent market participant at the measurement date.
5.
|
Derivative Financial Instruments
|
In the ordinary course of business, we are exposed to market risks. We utilize derivative financial instruments to
manage interest rate risk and manage the total debt that is subject to variable and fixed interest rates. The interest rate swap contracts we utilize modify our exposure to interest rate risk by converting variable rate debt to a fixed rate without
an exchange of the underlying principal amount. We designate interest rate swap contracts as cash flow hedges of the interest expense related to variable rate debt.
All derivative financial instruments are recognized at fair value and are recorded in the Other current assets or Accrued expenses line items in the Condensed Consolidated Balance
Sheets.
For derivative financial instruments that are designated and qualify as cash flow hedges, the effective portion of the
change in fair value on the derivative financial instrument is reported as a component of Accumulated other comprehensive income and reclassified into the Interest expense line item in the Condensed Consolidated Statements of
Operations in the same period as the expenses from the cash flows of the hedged items are recognized. We perform an assessment at the inception of the hedge and on a quarterly basis thereafter, to determine whether our derivatives are highly
effective in offsetting changes in the value of the hedged items. Any change in the fair value resulting from hedge ineffectiveness is immediately recognized as income or expense.
We do not have any derivative financial instruments that have been designated as either a fair value hedge, a hedge of a net investment in
a foreign operation, or that are held for trading or speculative purposes. Cash flows associated with derivative financial instruments are classified in the same category as the cash flows hedged in the Condensed Consolidated Statements of Cash
Flows.
9
Approximately 7.3% of our outstanding variable rate debt had its interest payments modified
using interest rate swap contracts at September 29, 2012.
As of September 29, 2012 and June 30, 2012, we had
$1.7 million and $1.4 million, respectively, of liabilities on interest rate swap contracts that are classified as Accrued expenses in the Condensed Consolidated Balance Sheets. We do not have any material assets related to derivatives
as of September 29, 2012 and June 30, 2012. Of the $1.1 million net loss deferred in accumulated other comprehensive income as of September 29, 2012, a $0.4 million net loss is expected to be reclassified to interest expense in the
next twelve months.
As of September 29, 2012 and June 30, 2012, all derivative financial instruments were designated
as hedging instruments.
As of September 29, 2012, we had interest rate swap contracts to pay fixed rates of interest and
to receive variable rates of interest based on the three-month London Interbank Offered Rate (LIBOR) on $90.0 million notional amount, $75.0 million of which are forward starting interest rate swap contracts. Of the $90.0 million
notional amount, $15.0 million matures in the next 12 months and $75.0 million matures in 25-36 months. The average rate on the $90.0 million of interest rate swap contracts was 1.61% as of September 29, 2012. These interest rate swap contracts
are highly effective cash flow hedges and accordingly, gains or losses on any ineffectiveness were not material to any period.
The following tables summarize the amount of gain or loss recognized in accumulated other comprehensive income or loss and the
classification and amount of gains or losses reclassified from accumulated other comprehensive income or loss into the Condensed Consolidated Statements of Operations for the three months ended September 29, 2012 and October 1, 2011
related to derivative financial instruments used in cash flow hedging relationships:
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|
|
|
|
|
|
|
|
Amount of Loss Recognized
in Accumulated Other
Comprehensive Income
|
|
Relationship:
|
|
Three Months Ended
|
|
|
September 29,
2012
|
|
|
October 1,
2011
|
|
Interest rate swap contracts
|
|
$
|
(0.3
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as cash flow hedging instruments
|
|
$
|
(0.3
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loss Reclassified
From Accumulated Other
Comprehensive Income to
Consolidated
Statements of
Operations
|
|
Relationship:
|
|
Statement of Operations
Classification:
|
|
Three Months Ended
|
|
|
|
September 29,
2012
|
|
|
October 1,
2011
|
|
Interest rate swap contracts
|
|
Interest expense
|
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives designated as cash flow hedging instruments
|
|
$
|
(0.1
|
)
|
|
$
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Our effective tax rate decreased to 35.7% in the first quarter of fiscal 2013 from 40.0% in the same period of fiscal
2012. The tax rate for the prior period was higher than the current quarter primarily due to the write-off of deferred tax assets associated with equity compensation in the prior quarter and a decrease in reserves for uncertain tax positions due to
resolution of a tax contingency during the current quarter.
Accounting Standards Codification (ASC) 260-10-45, Participating Securities and the Two-Class Method (ASC
260-10-45), addresses whether awards granted in unvested share-based payment transactions that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and therefore are included
in computing earnings per share under the two-class method. Participating securities are securities that may participate in dividends with common stock and the two-class method is an earnings allocation formula that treats a participating security
as having rights to earnings that would otherwise have been available to common shareholders.
10
Under the two-class method, earnings for the period are allocated between common shareholders and other shareholders, based on their respective rights to receive dividends. Certain restricted
stock awards granted under our Equity Plans are considered participating securities as these awards receive non-forfeitable dividends at the same rate as common stock.
The computations of our basic and diluted earnings per share are set forth below:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
September 29,
2012
|
|
|
October 1,
2011
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
11.9
|
|
|
$
|
8.3
|
|
Less: Income allocable to participating securities
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings available to common stockholders
|
|
$
|
11.7
|
|
|
$
|
8.3
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
|
|
|
18.7
|
|
|
|
18.4
|
|
|
|
|
|
|
|
|
|
|
Earnings per share, basic
|
|
$
|
0.63
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
Earnings available to common stockholders
|
|
$
|
11.7
|
|
|
$
|
8.3
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
|
|
|
18.7
|
|
|
|
18.4
|
|
Weighted average effect of non-vested restricted stock grants and assumed exercise of stock options
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, diluted
|
|
|
18.9
|
|
|
|
18.6
|
|
|
|
|
|
|
|
|
|
|
Earnings per share, diluted
|
|
$
|
0.62
|
|
|
$
|
0.45
|
|
|
|
|
|
|
|
|
|
|
We excluded potential common shares related to our outstanding equity compensation grants of
0.5 million and 1.2 million for the three months ended September 29, 2012 and October 1, 2011, respectively, from the computation of diluted earnings per share. Inclusion of these shares would have been anti-dilutive.
The components of inventory as of September 29, 2012 and June 30, 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 29,
2012
|
|
|
June 30,
2012
|
|
Raw Materials
|
|
$
|
12.7
|
|
|
$
|
14.8
|
|
Work in Process
|
|
|
1.5
|
|
|
|
1.6
|
|
Finished Goods
|
|
|
58.2
|
|
|
|
57.9
|
|
|
|
|
|
|
|
|
|
|
New Goods
|
|
|
72.4
|
|
|
|
74.3
|
|
Merchandise In Service
|
|
|
102.7
|
|
|
|
103.9
|
|
|
|
|
|
|
|
|
|
|
Total Inventories
|
|
$
|
175.1
|
|
|
$
|
178.2
|
|
|
|
|
|
|
|
|
|
|
9.
|
Goodwill and Intangible Assets
|
Goodwill by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
|
Canada
|
|
|
Total
|
|
Balance as of June 30, 2012
|
|
$
|
259.3
|
|
|
$
|
66.0
|
|
|
$
|
325.3
|
|
Foreign currency translation and other
|
|
|
|
|
|
|
2.2
|
|
|
|
2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 29, 2012
|
|
$
|
259.3
|
|
|
$
|
68.2
|
|
|
$
|
327.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Other intangible assets, which are included in Other assets on the Condensed
Consolidated Balance Sheet, are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 29, 2012
|
|
|
June 30, 2012
|
|
Customer contracts
|
|
$
|
115.5
|
|
|
$
|
114.9
|
|
Accumulated amortization
|
|
|
(104.2
|
)
|
|
|
(102.5
|
)
|
|
|
|
|
|
|
|
|
|
Net customer contracts
|
|
$
|
11.3
|
|
|
$
|
12.4
|
|
|
|
|
|
|
|
|
|
|
The customer contracts include the combined value of the written service agreements and the related
customer relationship. Customer contracts are amortized over a weighted average life of approximately 11 years.
Amortization
expense was $1.2 million and $1.3 million for the three months ended September 29, 2012 and October 1, 2011, respectively. Estimated amortization expense for each of the next five fiscal years based on the intangible assets as of
September 29, 2012 is as follows:
|
|
|
|
|
2013 remaining
|
|
$
|
2.7
|
|
2014
|
|
|
2.7
|
|
2015
|
|
|
1.9
|
|
2016
|
|
|
1.4
|
|
2017
|
|
|
1.2
|
|
2018
|
|
|
0.4
|
|
Debt as of September 29, 2012 and June 30, 2012 includes the following:
|
|
|
|
|
|
|
|
|
|
|
September 29, 2012
|
|
|
June 30, 2012
|
|
Borrowings under unsecured revolving credit facility
|
|
$
|
102.0
|
|
|
$
|
114.4
|
|
Borrowings under unsecured variable rate notes
|
|
|
75.0
|
|
|
|
75.0
|
|
Borrowings under secured variable rate loans
|
|
|
28.6
|
|
|
|
28.6
|
|
Other debt arrangements including capital leases
|
|
|
0.1
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205.7
|
|
|
|
218.2
|
|
Less current maturities
|
|
|
(28.7
|
)
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
Total long-term debt
|
|
$
|
177.0
|
|
|
$
|
218.0
|
|
|
|
|
|
|
|
|
|
|
We have a $250.0 million, five-year unsecured revolving credit facility with a syndicate of banks, which
expires on March 7, 2017. Borrowings in U.S. dollars under this credit facility, at our election, bear interest at (a) the adjusted London Interbank Offered Rate (LIBOR) for specified interest periods plus a margin, which can
range from 1.00% to 2.00%, determined with reference to our consolidated leverage ratio or (b) a floating rate equal to the greatest of (i) JPMorgans prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted
LIBOR for a one month interest period plus 1.00%, plus, in each case, a margin determined with reference to our consolidated leverage ratio. Base rate loans will, at our election, bear interest at (i) the rate described in clause (b) above
or (ii) a rate to be agreed upon by us and JPMorgan. Borrowings in Canadian dollars under the credit facility will bear interest at (a) the Canadian deposit offered rate plus 0.10% for specified interest periods plus a margin determined
with reference to our consolidated leverage ratio or (b) a floating rate equal to the greater of (i) the Canadian prime rate and (ii) the Canadian deposit offered rate for a one month interest period plus 1.00%, plus, in each case, a
margin determined with reference to our consolidated leverage ratio.
As of September 29, 2012, borrowings outstanding
under the revolving credit facility were $102.0 million. The unused portion of the revolver may be used for general corporate purposes, acquisitions, share repurchases, dividends, working capital needs and to provide up to $50.0 million in letters
of credit. As of September 29, 2012, letters of credit outstanding against the revolver totaled $0.6 million and primarily related to our property and casualty insurance programs. No amounts have been drawn upon these letters of credit.
Availability of credit under this facility requires that we maintain compliance with certain covenants.
12
The covenants under this agreement are the most restrictive when compared to our other
credit facilities. The following table illustrates compliance with regard to the material covenants required by the terms of this facility as of September 29, 2012:
|
|
|
|
|
|
|
|
|
|
|
Required
|
|
|
Actual
|
|
Maximum Leverage Ratio (Debt/EBITDA)
|
|
|
3.50
|
|
|
|
2.08
|
|
Minimum Interest Coverage Ratio (EBITDA/Interest Expense)
|
|
|
3.00
|
|
|
|
20.06
|
|
Minimum Net Worth
|
|
$
|
379.2
|
|
|
$
|
417.6
|
|
Our maximum leverage ratio and minimum interest coverage ratio covenants are calculated by adding back
non-cash charges, as defined in our debt agreement.
Advances outstanding as of September 29, 2012 bear interest at a
weighted average all-in rate of 1.36% (LIBOR plus 1.125%) for the Eurocurrency rate loans and an all-in rate of 3.25% (Lender Prime Rate) for overnight base rate loans. We also pay a fee on the unused daily balance of the revolving credit facility
based on a leverage ratio calculated on a quarterly basis. At September 29, 2012 this fee was 0.175% of the unused daily balance.
We have $75.0 million of variable rate unsecured private placement notes. The notes bear interest at 0.60% over LIBOR and are scheduled to mature on June 30, 2015. The notes do not require principal
payments until maturity. Interest payments are reset and paid on a quarterly basis. As of September 29, 2012, the outstanding balance of the notes was $75.0 million at an all-in rate of 0.96%.
We maintain a $50.0 million accounts receivable securitization facility, which expires on September 27, 2013. Under the terms of the
facility, we pay interest at a rate per annum equal to a margin of 0.76%, plus LIBOR. The facility is subject to customary fees for the issuance of letters of credit and any unused portion of the facility. As is customary with transactions of this
nature, our eligible accounts receivable are sold to a consolidated subsidiary. As of September 29, 2012, there was $28.6 million outstanding under this loan agreement at an all-in interest rate of 0.99% and $21.4 million of letters of credit
were outstanding, primarily related to our property and casualty insurance programs.
See Note 5, Derivative Financial
Instruments of the Notes to the Condensed Consolidated Financial Statements for details of our interest rate swap and hedging activities related to our outstanding debt.
11.
|
Share-Based Compensation
|
We grant share-based awards, including restricted stock and options to purchase our common stock. Stock options are
granted to employees and directors for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of grant. Share-based compensation is recognized in the Condensed Consolidated Statements of Operations on a
straight-line basis over the requisite service period. The amortization of share-based compensation reflects estimated forfeitures adjusted for actual forfeiture experience. Forfeiture rates are reviewed on an annual basis. As share-based
compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from the exercise of stock options or release of restrictions on the restricted stock. At the time share-based awards are
exercised, cancelled, expire or restrictions lapse, we recognize adjustments to income tax expense. Total compensation expense related to share-based awards was $1.6 million and $1.3 million for the three months ended September 29, 2012 and
October 1, 2011, respectively. The number of options exercised and restricted stock vested since June 30, 2012, was 0.2 million shares.
On August 23, 2012, our Chief Executive Officer was granted a performance based restricted stock award (the Performance Award). The Performance Award has both a financial performance
component and a service component. The Performance Award has a target level of 100,000 restricted shares, a maximum award of 150,000 restricted shares and a minimum award of 50,000 restricted shares, subject to attainment of financial performance
goals and service conditions. Since the company has not yet achieved the threshold performance amount, none of these shares are considered outstanding in the diluted earnings per share calculation as of September 29, 2012.
13
12.
|
Employee Benefit Plans
|
Defined Benefit Pension Plan
On December 31, 2006, we froze our pension and supplemental executive retirement plans.
The components of net periodic pension cost for these plans for the three months ended September 29, 2012 and October 1, 2011 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plan
|
|
|
Supplemental
Executive Retirement Plan
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
September 29,
2012
|
|
|
October 1,
2011
|
|
|
September 29,
2012
|
|
|
October 1,
2011
|
|
Interest cost
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Expected return on assets
|
|
|
(1.0
|
)
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
Amortization of net loss
|
|
|
0.8
|
|
|
|
0.4
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
0.7
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We contributed approximately $3.5 million to the pension plan in the first quarter of fiscal year 2013.
Multi-Employer Pension Plans
We participate in a number of union sponsored, collectively bargained multi-employer pension plans (MEPPs). We record the required cash contributions to the MEPPs as an expense in the period
incurred and a liability is recognized for any contributions due and unpaid, consistent with the accounting for defined contribution plans. In addition, we are responsible for our proportional share of any unfunded vested benefits related to the
MEPPs. However, under applicable accounting rules, we are not required to record a liability until we withdraw from the plan or when it becomes probable that a withdrawal will occur.
In the third quarter of fiscal year 2012, we concluded negotiations with a union to discontinue our participation in the Central States
Southeast and Southwest Areas Pension Fund (Central States MEPP) for two of our locations. In addition, we also closed two redundant branch facilities that participated in the Central States MEPP. In the first quarter of fiscal 2013, we
successfully concluded negotiations to discontinue participation at two additional locations. We continue to participate in the Central States MEPP at one remaining location, although, subject to our good faith bargaining obligations, we believe it
is probable that we will also withdraw from the Central States MEPP at this location, thus completely discontinuing our participation in the Central States MEPP.
Employers accounting for MEPPs (ASC 715-80) provides that a withdrawal liability should be recorded if circumstances that give rise to an obligation become probable and estimable. As a result of the
actions noted above, in the third quarter of fiscal year 2012, we recorded a pre-tax charge of $24.0 million. This charge included the estimated discounted actuarial value of the total withdrawal liability, incentives for union participants and
other related costs that had been incurred. We expect to pay the withdrawal liability over a period of 20 years. The amount of the withdrawal liability recorded is based on the best information available and is subject to change and any change could
have a material impact on our results of operations and financial condition.
A partial or full withdrawal from a MEPP may be
triggered by circumstances beyond our control. As evidenced by the negotiations above, we could also trigger the liability by successfully negotiating with a union to discontinue participation in the MEPP. If a future withdrawal from a plan occurs,
we will record our proportional share of any unfunded vested benefits in the period in which the withdrawal occurs.
The
ultimate amount of the withdrawal liability assessed by the MEPPs is impacted by a number of factors, including, among other things, investment returns, benefit levels, interest rates, financial difficulty of other participating employers in the
plan and our continued participation with other employers in the MEPPs, each of which could impact the ultimate withdrawal liability.
14
Based upon the most recent plan data available from the trustees managing the remaining
MEPPs, our estimated share of the undiscounted, unfunded vested benefits for the remaining MEPPs is estimated to be $3.0 million to $4.0 million as of September 29, 2012.
We have two operating segments, United States (includes the Dominican Republic and Ireland operations) and Canada,
which have been identified as components of our organization that are reviewed by our Chief Executive Officer to determine resource allocation and evaluate performance. Each operating segment derives revenues from the branded uniform and facility
services programs. During the three months ended September 29, 2012 and for the same period of the prior fiscal year, no single customers transactions accounted for more than 2.0% of our total revenues. Substantially all of our customers
are in the United States, Canada and Ireland
.
The income from operations for each segment includes the impact of an
intercompany management fee assessed by the United States segment to the Canada segment and is self-eliminated in the total income from operations below. This intercompany management fee was approximately $1.9 million and $2.0 million for the three
months ended September 29, 2012 and October 1, 2011, respectively.
We evaluate performance based on income from
operations. Financial information by segment for the three-month periods ended September 29, 2012 and October 1, 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United
States
|
|
|
Canada
|
|
|
Elimination
|
|
|
Total
|
|
First Quarter Fiscal Year 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
185.4
|
|
|
$
|
37.0
|
|
|
$
|
|
|
|
$
|
222.4
|
|
Income from operations
|
|
|
16.2
|
|
|
|
3.3
|
|
|
|
|
|
|
|
19.5
|
|
Total assets
|
|
|
808.3
|
|
|
|
157.4
|
|
|
|
(85.3
|
)
|
|
|
880.4
|
|
Depreciation and amortization expense
|
|
|
6.8
|
|
|
|
1.3
|
|
|
|
|
|
|
|
8.1
|
|
First Quarter Fiscal Year 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
173.6
|
|
|
$
|
36.1
|
|
|
$
|
|
|
|
$
|
209.7
|
|
Income from operations
|
|
|
12.5
|
|
|
|
3.0
|
|
|
|
|
|
|
|
15.5
|
|
Total assets
|
|
|
778.7
|
|
|
|
137.9
|
|
|
|
(77.3
|
)
|
|
|
839.3
|
|
Depreciation and amortization expense
|
|
|
7.5
|
|
|
|
1.3
|
|
|
|
|
|
|
|
8.8
|
|
As of September 29, 2012, we have a $175.0 million share repurchase program which was originally authorized by our
Board of Directors in May 2007 for $100.0 million and increased to $175.0 million in May 2008. We had no repurchases for the three months ended September 29, 2012 and October 1, 2011, respectively. As of September 29, 2012, we had
approximately $57.9 million remaining under this authorization.
15