Page 1 of 48 Exhibit Index on Page 12 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For quarter ended February 28, 1998 Commission file number 1-3208 NATIONAL SERVICE INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 58-0364900 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 1420 Peachtree Street, N. E., Atlanta, Georgia 30309-3002 (Address of Principal Executive Offices) (Zip Code) (404) 853-1000 (Registrant's Telephone Number, Including Area Code) None (Former Name,Former Address and Former Fiscal Year,if Changed Since Last Report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes - X No - Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock - $1.00 Par Value - 42,438,799 shares as of March 31, 1998. Page 2 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES INDEX Page No. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS - FEBRUARY 28, 1998 AND AUGUST 31, 1997 3 CONSOLIDATED STATEMENTS OF INCOME - THREE MONTHS AND SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1997 5 CONSOLIDATED STATEMENTS OF CASH FLOWS - SIX MONTHS ENDED FEBRUARY 28, 1998 AND 1997 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6-7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-9 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10 SIGNATURES 11 EXHIBIT INDEX 12 Page 3 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except per-share data) February 28, August 31, 1998 1997 ASSETS (Unaudited) Current Assets: Cash and cash equivalents $ 69,030 $ 57,123 Short-term investments 58 205,302 Receivables, less reserves for doubtful accounts of $6,054 at February 28, 1998 268,988 258,689 and $4,302 at August 31, 1997 Inventories, at the lower of cost 193,136 179,046 (on a first-in, first-out basis) or market Linens in service, net of amortization 59,553 60,805 Deferred income taxes 21,684 13,077 Prepayments 9,986 6,716 Total Current Assets 622,435 780,758 Property, Plant, and Equipment, at cost: Land 20,442 19,911 Buildings and leasehold improvements 143,744 138,933 Machinery and equipment 463,928 434,194 Total Property, Plant, and Equipment 628,114 593,038 Less-Accumulated depreciation and amortization 374,416 356,308 Property, Plant, and Equipment-net 253,698 236,730 Other Assets: Goodwill and other intangibles 54,024 50,166 Other 38,122 38,698 Total Other Assets 92,146 88,864 Total Assets $ 968,279 $1,106,352 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt $ 93 $ 116 Notes payable 6,534 5,773 Accounts payable 85,197 101,512 Accrued salaries, commissions, and bonuses 24,908 34,776 Current portion of self-insurance reserves 12,616 12,540 Accrued taxes payable -- 38,351 Other accrued liabilities 74,514 88,932 Total Current Liabilities 203,862 282,000 Long-Term Debt, less current maturities 26,157 26,197 Deferred Income Taxes 45,759 34,093 Self-Insurance Reserves, less current portion 49,201 57,056 Other Long-Term Liabilities 41,553 35,193 Stockholders' Equity: Series A participating preferred stock, $.05 stated value, 500,000 shares authorized, none issued Preferred stock, no par value, 500,000 shares authorized, none issued Common stock, $1 par value, 80,000,000 shares authorized, 57,918,978 shares issued 57,919 57,919 Paid-in capital 25,934 25,521 Retained earnings 864,209 841,045 948,062 924,485 Less-Treasury stock, at cost (15,645,861 shares at February 28, 1998 and 13,719,834 shares at August 31, 1997) 346,315 252,672 Total Stockholders' Equity 601,747 671,813 Total Liabilities and Stockholders' Equity $ 968,279 $1,106,352 The accompanying notes to consolidated financial statements are an integral part of these balance sheets. Page 4 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands, except per-share data) THREE MONTHS ENDED FEBRUARY 28 (In thousands, except per-share data) 1998 1997 Sales and Service Revenues: Net sales of products $ 401,867 $ 371,384 Service revenues 77,544 127,852 Total Revenues 479,411 499,236 Costs and Expenses: Cost of products sold 247,415 235,313 Cost of services 45,947 75,197 Selling and administrative expenses 150,851 155,148 Interest (income) expense, net (402) 950 Other (income) expense, net (1,712) 441 Total Costs and Expenses 442,099 467,049 Income before Provision for Income Taxes 37,312 32,187 Provision for Income Taxes 13,824 11,842 Net Income $ 23,488 $ 20,345 Per Share: Basic earnings per share $ .55 $ .45 Weighted Average Number of Shares Outstanding (thousands) 42,765 44,994 Diluted earnings per share $ .54 $ .45 Adjusted Weighted Average Number of Shares Outstanding (thousands) 43,318 45,296 Cash dividends $ .31 $ .30 The accompanying notes to consolidated financial statements are an integral part of these statements. Page 4 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollar amounts in thousands, except per-share data) SIX MONTHS ENDED FEBRUARY 28 (In thousands, except per-share data) 1998 1997 Sales and Service Revenues: Net sales of products $ 811,385 $ 753,147 Service revenues 155,610 257,982 Total Revenues 966,995 1,011,129 Costs and Expenses: Cost of products sold 496,506 471,917 Cost of services 91,095 150,775 Selling and administrative expenses 303,479 313,530 Interest (income) expense, net (2,404) 1,600 Other (income)expense, net (1,348) 1,780 Total Costs and Expenses 887,328 939,602 Income before Provision for Income Taxes 79,667 71,527 Provision for Income Taxes 29,511 26,348 Net Income $ 50,156 $ 45,179 Per Share: Basic earnings per share $ 1.16 $ .99 Weighted Average Number of Shares Outstanding (thousands) 43,260 45,468 Diluted earnings per share $ 1.15 $ .99 Adjusted Weighted Average Number of Shares Outstanding (thousands) 43,752 45,749 Cash dividends $ .61 $ .59 The accompanying notes to consolidated financial statements are an integral part of these statements. Page 5 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollar amounts in thousands) SIX MONTHS ENDED FEBRUARY 28 1998 1997 Cash Provided by (Used for) Operating Activities Net income $ 50,156 $ 45,179 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 23,817 29,507 Provision for losses on accounts receivable 1,904 2,283 Gain on the sale of property, plant, and equipment (2,691) (243) Gain on the sale of businesses (1,961) (924) Change in noncurrent deferred income taxes 11,666 1,383 Change in assets and liabilities net of effect of acquisitions and divestitures- Receivables (11,292) 12,220 Inventories and linens in service, net (13,103) 321 Deferred income taxes (8,525) (7,879) Prepayments and other (3,215) (5,370) Accounts payable and accrued liabilities (79,154) (17,426) Self-insurance reserves and other long-term liabilities (1,495) (2,280) Net Cash Provided by (Used for) Operating Activities (33,893) 56,771 Cash Provided by (Used for) Investing Activities Change in short-term investments 205,244 -- Purchases of property, plant, and equipment (38,418) (20,190) Sale of property, plant, and equipment 1,907 2,833 Sale of businesses 2,464 31,259 Acquisitions (6,077) (3,609) Change in other assets 1,755 729 Net Cash Provided by Investing Activities 166,875 11,022 Cash Provided by (Used for) Financing Activities Change in notes payable (544) (1,039) Change in long-term debt (309) 6,862 Recovery of investment in tax benefits -- 661 Deferred income taxes from investment in tax benefits -- (1,972) Purchase of treasury stock, net (93,230) (71,090) Cash dividends paid (26,684) (27,079) Net Cash Used for Financing Activities (120,767) (93,657) Effect of Exchange Rate Changes on Cash (308) (2,150) Net Change in Cash and Cash Equivalents 11,907 (28,014) Cash and Cash Equivalents at Beginning of Period 57,123 58,662 Cash and Cash Equivalents at End of Period $ 69,030 $ 30,648 Supplemental Cash Flow Information: Income taxes paid during the period $ 62,762 $ 38,296 Interest paid during the period 3,502 2,862 Noncash Investing and Financing Activities: Noncash aspects of sale of businesses-- Receivables incurred $ -- $ 347 Liabilities assumed 178 507 Noncash aspects of acquisitions-- Liabilities assumed or incurred $ 2,061 $ 886 The accompanying notes to consolidated financial statements are an integral part of these statements. Page 6 NATIONAL SERVICE INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION: The interim consolidated financial statements included herein have been prepared by the company without audit and the condensed consolidated balance sheet as of August 31, 1997 has been derived from audited statements. These statements reflect all adjustments, all of which are of a normal, recurring nature, which are, in the opinion of management, necessary to present fairly the consolidated financial position as of February 28, 1998, the consolidated results of operations for the three months and six months ended February 28, 1998 and 1997, and the consolidated cash flows for the six months ended February 28, 1998 and 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the company's Annual Report on Form 10-K for the fiscal year ended August 31, 1997. The results of operations for the three months and six months ended February 28, 1998 are not necessarily indicative of the results to be expected for the full fiscal year because the company's revenues and income are generally higher in the second half of its fiscal year and because of the uncertainty of general business conditions. 2. BUSINESS SEGMENT INFORMATION: Three Months Ended February 28 Sales and Service Revenues Operating Profit 1998 1997 1998 1997 (In thousands) Lighting Equipment $ 260,079 $ 223,721 $ 22,889 $ 20,645 Chemical 107,085 87,695 8,531 6,624 Textile Rental 77,544 127,852 6,687 7,301 Envelope 34,703 33,410 1,935 2,638 Other -- 26,558 -- (632) $ 479,411 $ 499,236 40,042 36,576 Corporate (3,132) (3,439) Interest income (expense), net 402 (950) Total $ 37,312 $ 32,187 Six Months Ended February 28 Sales and Service Revenues Operating Profit 1998 1997 1998 1997 (In thousands) Lighting Equipment $ 528,737 $ 451,168 $ 50,526 $ 42,017 Chemical 212,944 183,177 17,145 17,547 Textile Rental 155,610 257,982 12,818 15,438 Envelope 69,704 64,761 4,469 4,751 Other -- 54,041 -- 947 $ 966,995 $ 1,011,129 84,958 80,700 Corporate (7,695) (7,573) Interest income (expense), net 2,404 (1,600) Total $ 79,667 $ 71,527 Page 7 3. INVENTORIES: Major classes of inventory as of February 28, 1998 and August 31, 1997 were as follows: February 28, August 31, 1998 1997 (In thousands) Raw Materials and Supplies $ 73,875 $ 71,266 Work-in-Process 10,542 10,572 Finished Goods 108,719 97,208 Total $ 193,136 $ 179,046 4. NEW ACCOUNTING STANDARD During the quarter ending February 28, 1998, the company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 supersedes Accounting Principles Board Opinion No. 15, "Earnings per Share," and promulgates new accounting standards for the computation and manner of presentation of the company's earnings per share. The adoption of SFAS No. 128 did not have a material impact on the computation or manner of presentation of the company's earnings per share as previously presented under APB 15. Exhibit 11 represents a reconciliation of basic and diluted weighted average shares and a calculation of earnings per share using the guidelines of SFAS No. 128. Page 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and related notes. Financial Condition National Service Industries maintained a strong financial position at February 28, 1998. Net working capital was $418.6 million, compared with $498.8 million at August 31, 1997, and the current ratio was 3.1 versus 2.8 as of year end. Cash and short-term investments were $69.1 million, compared with $262.4 million at August 31. For the six months ended February 28, the company invested $44.5 million in capital expenditures and acquisitions. The company also spent $93.2 to repurchase 2.0 million shares of its common stock. Operating activities used $33.9 million in cash due largely to investment in inventories to support increased sales, the payment of taxes associated with the gain on the 1997 disposal of linen plants, and funding of restructuring activities. Cash provided by operating activities was $56.8 million for the first half last year. The percent of debt to total capitalization was 5.2 percent, up from 4.6 percent at August 31. Capital expenditures, exclusive of acquisition spending, were $38.4 million for the first half this year and $20.2 million for the same period a year ago. Current-year spending consisted primarily of facility expansions and manufacturing process improvements in the lighting equipment segment, efficiency improvements and replacements of processing equipment and information systems in the textile rental segment, and facility and machinery replacements in the envelope segment. In the prior-year first half, the lighting equipment segment invested in facilities improvements, equipment replacements, process improvements, and tooling for new products while textile rental segment spending consisted primarily of improvement of facilities and replacement of equipment. Current year acquisition spending of $6.1 million was due to the chemical segment's purchase of Pure Corporation, a specialty chemical company with its core businesses in Indiana, Pennsylvania, and New York. Acquisition spending of $3.6 million in the prior year was primarily the result of the chemical segment's purchase of chemical products companies in Ohio and Canada and the lighting equipment segment's acquisition of Lumaid, Inc., a small emergency lighting products manufacturer in Canada. During the first half of fiscal 1998, year-end restructuring reserves were reduced by $4.3 million primarily for exit costs associated with the disposal of facilities and consolidation of operations and severance-related costs. Dividend payments for the six months totaled $26.7 million, or 61 cents per share, compared with $27.1 million, or 59 cents per share, for the prior-year period. Effective January, 1998, the regular quarterly dividend rate was increased 3.3 percent to 31 cents per share, or an annual calendar year rate of $1.24 per share. During the first half of fiscal 1998, the company repurchased 2.0 million of its common shares. For the periods presented, capital expenditures, working capital needs, dividends, acquisitions, and share repurchases were financed primarily with internally generated funds. European operations were supplemented by short-term borrowings in the European market. Contractual commitments for capital and acquisition spending during the coming twelve months total $25 million. The company expects actual capital expenditures in 1998 to be somewhat higher than the 1997 level. Capital expenditures, excluding acquisition spending, were $49 million in 1997, $66 million in 1996, and $59 million in 1995. Late in fiscal 1996, the company negotiated a $250 million multi-currency committed credit facility with eleven domestic and international banks. The company has complimentary lines of credit totaling $62 million, of which $40 million is available domestically and $22 million is available on a multi-currency basis primarily from a European bank. Current liquid assets, internally generated funds, and credit, either through the existing facility or the capital debt markets, are expected to meet anticipated general operating cash requirements for the next twelve months. Over the past year, the company has devoted significant internal resources in addressing the expected impact of the Year 2000 issue on its information technology infrastructure. At this point in time, the company does not believe that its expenditures relating to the Year 2000 issue will have a material impact on its financial position, results of operations, liquidity, or future business strategy. Results of Operations National Service Industries' basic earnings per share for the second quarter ended February 28, 1998 increased 22.2 percent to .55 cents compared with the second quarter a year ago. Diluted earnings per share of .54 cents increased 20 percent over the prior year period. Second quarter sales, excluding divested businesses, increased 10.8 percent while reported sales of $479.4 million decreased 4.0 percent from the second quarter a year ago. Net income of $23.5 million was 15.4 percent higher than last year's reported earnings of $20.3 Page 9 million. Included in net income were pretax gains from the sale of uniform rental contracts of $1.8 million in 1998 and assets of $0.5 million in 1997. Higher net income and a 2.2 million reduction in average shares outstanding increased earnings per share 22.2 percent over the prior year's second quarter. For the first half of fiscal year 1998, sales grew by 11.0 percent excluding divested operations. Reported sales decreased 4.4 percent to $967.0 million. Net income increased $5.0 million, or 11.0 percent, to $50.2 million. The 1998 first half pretax earnings included gains of $1.8 million from the sale of additional uniform rental contracts compared with $1.0 million from asset sales during the first half of 1997. Basic earnings per share for the first six months increased 17.2 percent to $1.16 per share, while diluted earnings per share increased 16.2 percent to $1.15. The lighting equipment segment once again led the company in performance with reported sales of $260.1 million for the second quarter and $528.7 million for the first half, increases of 16.3 percent and 17.2 percent, respectively. Operating income advanced 10.9 percent to $22.9 million for the quarter and 20.3 percent to $50.5 million for the first half. Sales growth continued to reflect strong demand in nonresidential construction and market acceptance of new products. Margins as a percent of sales decreased as a result of increased product development spending, marketing program expenses, and the ramping up of manufacturing resources necessary to meet anticipated summer shipment requirements. It is expected that margin rates will improve in the second half of the year. Chemical segment sales increased 22.1 percent to $107.1 million for the second quarter and 16.3 percent to $212.9 million for the first half due largely to the Enforcer acquisition in last year's third quarter. As a result of increased retail channel volume, operating income increased to $8.5 million from last year's $6.6 million for the second quarter, in spite of lower margin rates in the remaining operations; and operating income decreased to $17.1 million from $17.5 for the first half. This decline in margins resulted from higher manufacturing costs and continued initiatives underway to increase the effectiveness of the direct sales force. During the quarter, Enforcer successfully introduced Zep maintenance products to 600 home center stores throughout the United States. Sales of the textile rental segment declined 39.3 percent from $127.9 million for the second quarter and 39.7 percent from $451.2 million for the six months as a result of the divestiture of the segment's uniform plants late in fiscal 1997. Excluding the divested units, sales were slightly above last year. Operating income declined to $6.7 million from last year's $7.3 million for the second quarter and to $12.8 million from $15.4 million for the first half. Included in operating income were gains on additional sales of uniform rental contracts of $1.8 million in 1998 and asset sales of $0.5 million in 1997. Excluding the divested plants, year-to-year operating margins improved due to a number of cost reduction, sales, and pricing initiatives. Since the 1997 divestiture, the segment is operating more efficiently and is delivering positive economic profit. Envelope segment sales increased 3.9 percent to $34.7 million for the second quarter and 7.6 percent to $69.7 million for the six months. Operating profits decreased 26.6 percent to $1.9 million for the quarter and 5.9 percent to $4.5 million for the first half. The decline in profits was due partially to increased manufacturing costs resulting form the relocation of Atlanta operations into a new facility and costs of increasing production to meet forecasted sales demand. Margin rates are anticipated to recover in the last half of the year. Early in March, the company completed the purchase of Pennsylvania-based Allen Envelope Corporation, an action that increased geographical coverage and accelerated growth of the segment. Proceeds of approximately $300 million derived from the 1997 sale of the textile rental and insulation assets contributed to higher interest income and funded the repurchase of 2.0 million shares of company stock during the first half of the fiscal year. The provision for income taxes was 37.0 percent of pretax income for the quarter and the half, compared with 36.8 percent for each of the prior-year periods. From time to time, the company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the company notes that a variety of factors could cause the company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the compan's business include without limitation the following: (a) the uncertainty of general business and economic conditions, particularly the potential for a slow down in nonresidential construction awards; (b) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of increased pricing, enhanced sales force, new products, and improved customer service; (c) share repurchases; and (d) acquisitions. Page 10 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of stockholders held January 7, 1998, all nominees for director were elected to the board without opposition and Arthur Andersen LLP was appointed as independent auditor for the current fiscal year. In addition, stockholders voted on the following: Votes Cast Affirmative Negative Abstentions Proposal to approve the National Service Industries, Inc. Employee Stock Purchase Plan 35,425,815 1,006,827 467,912 There were 1,500,000 treasury shares reserved for issuance under the plan. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits are listed on the Index to Exhibits (page 13). (b) There were no reports on Form 8-K for the three months ended February 28, 1998. Page 11 SIGNATURES 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. NATIONAL SERVICE INDUSTRIES, INC. REGISTRANT DATE April 14, 1998 /s/David Levy DAVID LEVY EXECUTIVE VICE PRESIDENT, ADMINISTRATION AND COUNSEL DATE April 14, 1998 /s/Brock Hattox BROCK HATTOX EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Page 12 INDEX TO EXHIBITS Page No. EXHIBIT 3 Certification of Amendment and Restated Certificate of Incorporation 13 EXHIBIT 11 Computation of Net Income per Share of Common Stock 37 EXHIBIT 27 Financial Data Schedules (1) Financial Data Schedule for the Quarter Ended February 28, 1998 38 (2) Restated Financial Data Schedule for the Quarter Ended November 30, 1997 39 (3) Restated Financial Data Schedule for the Year Ended August 31, 1997 40 (4) Restated Financial Data Schedule for the Quarter Ended May 31, 1997 41 (5) Restated Financial Data Schedule for the Quarter Ended February 28, 1997 42 (6) Restated Financial Data Schedule for the Quarter Ended November 30, 1996 43 (7) Restated Financial Data Schedule for the Year Ended August 31, 1996 44 (8) Restated Financial Data Schedule for the Quarter Ended May 31, 1996 45 (9) Restated Financial Data Schedule for the Quarter Ended February 29, 1996 46 (10) Restated Financial Data Schedule for the Quarter Ended November 30, 1995 47 (11) Restated Financial Data Schedule for the Year Ended August 31, 1995 48