See accompanying notes.
CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1.Note 1 - Basis of Presentation
The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, we suggest that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.2019. A summary of our significant accounting policies is presented beginning on page 3841 of that report. There have been no material changes in the accounting policies followed by Cintas during the current fiscal year other than the adoption of new accounting pronouncements discussed in Note 2. below.
Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.
On March 21, 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of approximately $2.1 billion. G&K is now a wholly-owned subsidiary of Cintas that operates within the Uniform Rental and Facility Services operating segment. To finance the G&K acquisition, Cintas used a combination of new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand. G&K's results of operations are included in Cintas' consolidated financial statements as of and from the date of acquisition.
During the three months ended August 31, 2017, Cintas sold a significant business, referred to as "Discontinued Services," and as a result, its operations are classified as discontinued operations for all periods presented. See Note 13 entitled Discontinued Operations for more information.
Inventories, net are measured at the lower of cost (first-in, first-out) or net realizable value. Inventory is comprised of the following amounts at:following:
|
| | | | | | | |
(In thousands) | November 30, 2019 | | May 31, 2019 |
| | | |
Raw materials | $ | 15,550 |
| | $ | 17,812 |
|
Work in process | 27,148 |
| | 28,820 |
|
Finished goods | 305,606 |
| | 287,957 |
|
| $ | 348,304 |
| | $ | 334,589 |
|
|
| | | | | | | |
(In thousands) | November 30, 2017 | | May 31, 2017 |
| | | |
Raw materials | $ | 16,231 |
| | $ | 17,528 |
|
Work in process | 23,199 |
| | 17,951 |
|
Finished goods | 233,400 |
| | 242,739 |
|
| $ | 272,830 |
| | $ | 278,218 |
|
Inventories are recorded net of reserves for obsolete inventory of $37.5$33.8 million and $38.3$32.7 million at November 30, 20172019 and May 31, 2017,2019, respectively.
2.New Accounting Pronouncements
In May 2014,Effective June 1, 2019, the Company adopted Financial Accounting Standards Board (FASB) issued Accounting StandardStandards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)," to clarify revenue recognition principles. This guidance is intended to improve disclosure requirements and enhance the comparability of revenue recognition practices. Improved disclosures under the amended guidance relate to the nature, amount, timing and uncertainty of revenue that is recognized from contracts with customers. This guidance will be effective for reporting periods beginning after December 15, 2017. A cross-functional implementation team has been established consisting of representatives from all of our operating segments. The implementation team is working to analyze the impact of the standard on Cintas' contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to revenue contracts. In addition, we are in the process of identifying and implementing the appropriate changes to business processes and controls to support recognition and disclosure under the new standard.
Based on our preliminary analysis, we currently do not believe the adoption of this guidance will have a material impact on our consolidated condensed financial statements. Based on our evaluation of each revenue stream, we believe that most revenue transactions will be accounted for in a manner substantially consistent with existing guidance. The majority of our business services revenue transactions represent a series of distinct services over the term of the contract where performance obligations are the same each day. We will continue to evaluate the impact of this guidance on our consolidated condensed financial statements, disclosures, and internal controls. Our preliminary assessments are subject to change. Cintas plans to adopt the standard as of the first quarter of fiscal year 2019 using the modified retrospective adoption alternative under this standard, and therefore, it is anticipated we will record a cumulative adjustment to retained earnings as of June 1, 2018.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to using a contract (i.e., lessees and lessors). The new standardmodified retrospective transition approach. Topic 842 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight linestraight-line basis over the term of the lease, respectively.lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. LeasesTopic 842 provided a number of optional practical expedients in transition, and we have determined to use certain of these practical expedients upon our adoption of Topic 842. Specifically, the Company elected the package of practical expedients permitted under Topic 842, which allows a lessee to carryforward their population of existing leases, the classification of each lease, as well as the treatment of initial direct lease costs as of the period of adoption. The Company also elected the practical expedient related to lease and non-lease components, as an accounting policy election for the fleet and vehicle asset class, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component. In addition, the Company elected the short-term lease recognition exemption for all leases with a term of 12 months or less, which means it will not recognize right-of-use assets or lease liabilities for these leases. The adoption of Topic 842, on June 1, 2019, resulted in the Company recognizing right-of-use assets, net of $168.0 million and corresponding lease liabilities of $173.4 million. The adoption of Topic 842 did not have a material impact on the Company's consolidated condensed statements of income or consolidated condensed statements of cash flows.
Effective June 1, 2019, Cintas adopted ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." ASU 2018-02 allows companies to elect to reclassify the disproportionate income tax effects resulting from the Tax Cuts and Jobs Act (Tax Act) on items within accumulated other comprehensive income to retained earnings. The adoption of ASU 2018-02, on a prospective basis, resulted in a $2.0 million reclassification adjustment of the stranded tax effects from retained earnings to accumulated other comprehensive loss that was determined using a specific identification method.
In April 2019, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 will replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In connection with recognizing credit losses on accounts receivable and other financial instruments, Cintas will be accounted for similarrequired to existing guidance for operating leases today. Topic 842 supersedesuse a forward-looking expected loss model rather than the previous leases standard, Accounting Standards Codification (ASC) 840, "Leases." This guidanceincurred loss model. ASU 2016-13 is effective for reportingannual periods beginning after December 15, 2018, however,2019, with early adoption is permitted. Entities are requiredThe adoption of this standard will be through a cumulative-effect adjustment to use a modified retrospective approach for leases that exist or are entered into after the beginningretained earnings as of the earliest comparative period in the financial statements.effective date. Cintas is currently evaluating the impact that ASU 2016-022016-13 will have on its consolidated condensed financial statements.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. Goodwill impairment charges, if any, would be determined by the difference between a reporting unit's carrying value and its fair value (impairment loss is limited to the carrying value). This standardASU 2017-04 is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The adoption of this standardASU 2017-04 is not expected to have a materialan impact on the consolidated condensed financial statements.
In March 2017, the FASB issued ASU 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” ASU 2017-07 requires the service component of pension and other postretirement benefit costs to be presented in the same line item as other employee compensation costs on the consolidated condensed statement of income; however, the other components of net benefit costs are required to be presented outside of operating income within the consolidated condensed statements of income. Cintas retrospectively adopted ASU 2017-07 on June 1, 2017.
No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on Cintas' consolidated condensed financial statements.
3.Note 2 - Revenue Recognition
The following table presents Cintas' total revenue disaggregated by service type:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| November 30, 2019 | | November 30, 2018 | | November 30, 2019 | | November 30, 2018 |
(In thousands) | Revenue | % | | Revenue | % | | Revenue | % | | Revenue | % |
| | | | | | | | | | | |
Uniform Rental and Facility Services | $ | 1,469,976 |
| 79.7 | % | | $ | 1,390,778 |
| 81.0 | % | | $ | 2,924,503 |
| 80.0 | % | | $ | 2,765,716 |
| 81.0 | % |
First Aid and Safety Services | 169,668 |
| 9.2 | % | | 153,348 |
| 8.9 | % | | 341,758 |
| 9.4 | % | | 306,765 |
| 9.0 | % |
Fire Protection Services | 106,735 |
| 5.8 | % | | 96,183 |
| 5.6 | % | | 216,861 |
| 5.9 | % | | 194,292 |
| 5.7 | % |
Uniform Direct Sales | 97,370 |
| 5.3 | % | | 77,959 |
| 4.5 | % | | 171,766 |
| 4.7 | % | | 149,470 |
| 4.3 | % |
Total revenue | $ | 1,843,749 |
| 100.0 | % | | $ | 1,718,268 |
| 100.0 | % | | $ | 3,654,888 |
| 100.0 | % | | $ | 3,416,243 |
| 100.0 | % |
Fire Protection Services and Uniform Direct Sales are recorded within the All Other segment disclosed in Note 12 entitled Segment Information.
Revenue Recognition Policy
More than 95% of the Company's revenues are derived from fees for route servicing of Uniform Rental and Facility Services, First Aid and Safety Services and Fire Protection Services, performed by a Cintas employee-partner, at the customer's location of business. Revenues from our route servicing customer contracts represent a single-performance obligation. The Company recognizes these revenues over time as services are performed based on the nature of services provided and contractual rates (input method). The Company's remaining revenues, primarily within the Uniform Direct Sales operating segment, and representing less than 5% of the Company's total revenues, are recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer.
Revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities. Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Certain of our customer contracts, primarily within our Uniform Direct Sales business, include pricing terms and conditions that include components of variable consideration. The variable consideration is typically in the form of consideration paid to a customer based on performance metrics specified within the contract. Specifically, some contracts contain discounts or rebates that the customer can earn through the achievement of specified volume levels. Each component of variable consideration is earned based on the Company's actual performance during the measurement period specified within the contract. To determine the transaction price, the Company estimates the variable consideration using the most likely amount method, based on the specific contract provisions and known performance results during the relevant measurement period. When determining if variable consideration should be constrained, the Company considers whether factors outside its control could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal. The Company's performance period generally corresponds with the monthly invoice period. No constraints on our revenue recognition were applied during the three or six months ended November 30, 2019 or 2018. The Company reassesses these estimates during each reporting period. Cintas maintains a liability for these discounts and rebates within accrued liabilities on the consolidated condensed balance sheets. Variable consideration also includes consideration paid to a customer at the beginning of a contract. Cintas capitalizes this consideration and amortizes it over the life of the contract as a reduction to revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue (ASC 606). These assets are included in other assets, net on the consolidated condensed balance sheet.
Additionally, in accordance with ASC 606, certain Uniform Direct Sales customer contracts contain a provision with an enforceable right of payment and the underlying product has no alternative use to Cintas. Consequently, when both aforementioned provisions are prevalent in a customer contract, the revenue is recorded for finished goods that the customer is obligated to purchase under the termination terms of the contract.
Costs to Obtain a Contract
The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. The deferred commissions are amortized on a straight-line basis over the expected period of benefit. We review the deferred commission balances for impairment on an ongoing basis. Deferred commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense. The current portion is included in prepaid expenses and other current assets and the noncurrent portion is included in other assets, net on the Company's consolidated condensed balance sheets. As of November 30, 2019, the current and noncurrent assets related to deferred commissions totaled $74.9 million and $216.1 million, respectively. As of May 31, 2019, the current and noncurrent assets related to deferred commissions totaled $69.6 million and $206.0 million, respectively. We recorded amortization expense related to deferred commissions of $19.2 million and $17.6 million during the three months ended November 30, 2019 and 2018, respectively. During the six months ended November 30, 2019 and 2018, we recorded amortization expense related to deferred commissions of $38.0 million and $34.7 million, respectively. These expenses are classified in selling and administrative expense on the consolidated condensed statements of income.
Note 3 - Leases
Cintas has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated condensed balance sheet with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidated condensed balance sheet.
Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in Cost of uniform rental and facility services and other on the Company's consolidated condensed statements of income. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Operating lease costs, including short-term lease expense and variable lease costs, which were immaterial in each period, were $17.7 million and $34.9 million, respectively, for the three and six months ended November 30, 2019.
The following table provides supplemental information related to the Company's consolidated condensed statement of cash flows for the six months ended November 30, 2019:
|
| | | | |
(In thousands) | | November 30, 2019 |
| | |
Cash paid for amounts included in the measurement of operating lease liabilities | | $ | 24,927 |
|
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | | $ | 24,770 |
|
Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows:
|
| | |
| | November 30, 2019 |
| | |
Weighted-average remaining lease term - operating leases | | 5.35 years |
Weighted-average discount rate - operating leases | | 2.71% |
The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of November 30, 2019:
|
| | | | |
(In thousands) | | |
| | |
2020 (remaining six months) | | $ | 24,836 |
|
2021 | | 44,642 |
|
2022 | | 35,528 |
|
2023 | | 27,414 |
|
2024 | | 18,313 |
|
Thereafter | | 37,869 |
|
Total payments | | 188,602 |
|
Less interest | | (13,759 | ) |
Total present value of lease payments | | $ | 174,843 |
|
Note 4 - Fair Value Measurements
All financial instruments that are measured at fair value on a recurring basis (at least annually) have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated condensed balance sheet date. These financial instruments measured at fair value on a recurring basis are summarized below:
| | | As of November 30, 2017 | As of November 30, 2019 |
(In thousands) | Level 1 | | Level 2 | | Level 3 | | Fair Value | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 236,002 |
| | $ | — |
| | $ | — |
| | $ | 236,002 |
| $ | 226,535 |
| | $ | — |
| | $ | — |
| | $ | 226,535 |
|
Marketable securities: | | | | | | | | |
Canadian treasury securities | — |
| | 22,732 |
| | — |
| | 22,732 |
| |
Other assets, net: | | | | | | | | |
Interest rate lock agreements | | — |
| | 12,241 |
| | — |
| | 12,241 |
|
Total assets at fair value | $ | 236,002 |
| | $ | 22,732 |
| | $ | — |
| | $ | 258,734 |
| $ | 226,535 |
| | $ | 12,241 |
| | $ | — |
| | $ | 238,776 |
|
| | | | | | | | |
Long-term accrued liabilities: | | | | | | | | |
Interest rate lock agreements | | $ | — |
| | $ | 58,274 |
| | $ | — |
| | $ | 58,274 |
|
Total liabilities at fair value | | $ | — |
| | $ | 58,274 |
| | $ | — |
| | $ | 58,274 |
|
|
| | | | | | | | | | | | | | | |
| As of May 31, 2019 |
(In thousands) | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| | | | | | | |
Cash and cash equivalents | $ | 96,645 |
| | $ | — |
| | $ | — |
| | $ | 96,645 |
|
Total assets at fair value | $ | 96,645 |
| | $ | — |
| | $ | — |
| | $ | 96,645 |
|
| | | | | | | |
Long-term accrued liabilities: | | | | | | | |
Interest rate lock agreements | $ | — |
| | $ | 36,393 |
| | $ | — |
| | $ | 36,393 |
|
Total liabilities at fair value | $ | — |
| | $ | 36,393 |
| | $ | — |
| | $ | 36,393 |
|
|
| | | | | | | | | | | | | | | |
| As of May 31, 2017 |
(In thousands) | Level 1 | | Level 2 | | Level 3 | | Fair Value |
| | | | | | | |
Cash and cash equivalents | $ | 169,266 |
| | $ | — |
| | $ | — |
| | $ | 169,266 |
|
Marketable securities: | | | | | | | |
Canadian treasury securities | — |
| | 22,219 |
| | — |
| | 22,219 |
|
Total assets at fair value | $ | 169,266 |
| | $ | 22,219 |
| | $ | — |
| | $ | 191,485 |
|
Cintas’ cash and cash equivalents and marketable securities are generally classified within Level 1 or Level 2 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets, and financial instruments classified as Level 2 are based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency.markets. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments.
The types of financial instruments Cintas classifies within Level 2 are primarily high grade domestic commercial paper and Canadian treasury securities (federal). The valuation technique used for Cintas’ marketable securities classified within Level 2 of the fair value hierarchy is primarily the market approach. The primary inputs to value Cintas’ marketable securities are the respective instrument's future cash flows based on its stated yield and the amount a market participant would pay for a similar instrument. Primarily all of Cintas’ marketable securities are actively traded and the recorded fair value reflects current market conditions. However, due to the inherent volatility in the investment market, there is at least a possibility that recorded investment values may change in the near term.
Interest, realized gains and losses and declines in value determined to be other than temporary on available-for-sale securities are included in interest income or expense. The cost of the securities sold is based on the specific identification method. The amortized cost basis of marketable securities as of November 30, 2017 and May 31, 2017 was $22.7 million and $22.2 million, respectively. AllThere were 0 outstanding marketable securities as of November 30, 20172019 or May 31, 2019.
The fair values of outstanding interest rate lock agreements are included in other assets, net, as of November 30, 2019 and long-term accrued liabilities at both November 30, 2019 and May 31, 2017 had contractual maturities due2019. The fair values of Cintas' interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are, therefore, included within one year.Level 2 of the fair value hierarchy. The fair value was determined by comparing the locked rates against the benchmarked treasury rate. No other amounts included in other assets, net or long-term accrued liabilities are recorded at fair value.
The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated condensed balance sheet dates.
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the CompanyCintas records assets and liabilities at fair value on a nonrecurring basis as required under GAAP. The Company's acquisition of G&K in the fourth quarter of fiscal 2017 was recorded at fair value. See Note 9 entitled Acquisitions for additional information on the measurement of the G&K assets acquired and liabilities assumed. There were no material acquisitions during the six months ended November 30, 2017.
Note 5 - Investments
Investments at November 30, 20172019 of $175.7$218.9 million include the cash surrender value of insurance policies of $151.3$196.6 million, equity method investments of $19.4$19.1 million and cost method investments of $5.0$3.2 million. Investments at May 31, 20172019 of $164.8$192.3 million include the cash surrender value of insurance policies of $144.0$170.5 million, equity method investments of $15.8$18.6 million and cost method investments of $5.0$3.2 million.
Investments are generally evaluated for impairment on an annual basis or when indicators of impairment exist. For the three and six months ended November 30, 20172019 and 2016, no2018, 0 impairment losses were recorded.
During the three months ended November 30, 2018, Cintas sold a cost method investment to a third party. Proceeds from the one-time sale were $73.3 million, which resulted in a pre-tax gain of $69.4 million.
5.Note 6 - Earnings Per Share
The following table setstables set forth the computation of basic and diluted earnings per share from continuing operations using the two-class method for amounts attributable to Cintas’ common shares:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
Basic Earnings per Share from Continuing Operations (in thousands except per share data) | November 30, 2019 | | November 30, 2018 | | November 30, 2019 |
| November 30, 2018 |
| | | | | | | |
Income from continuing operations | $ | 246,443 |
| | $ | 242,994 |
| | $ | 497,255 |
| | $ | 455,541 |
|
Less: income from continuing operations allocated to participating securities | 2,425 |
| | 3,376 |
| | 4,904 |
| | 6,308 |
|
Income from continuing operations available to common shareholders | $ | 244,018 |
| | $ | 239,618 |
|
| $ | 492,351 |
|
| $ | 449,233 |
|
Basic weighted average common shares outstanding | 103,959 |
| | 106,475 |
| | 103,638 |
| | 106,652 |
|
| | | | | | | |
Basic earnings per share from continuing operations | $ | 2.35 |
| | $ | 2.25 |
|
| $ | 4.75 |
| | $ | 4.21 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
Basic Earnings per Share from Continuing Operations (in thousands except per share data) | November 30, 2017 | | November 30, 2016 | | November 30, 2017 |
| November 30, 2016 |
| | | | | | | |
Income from continuing operations | $ | 137,737 |
| | $ | 121,950 |
| | $ | 298,845 |
| | $ | 258,158 |
|
Less: income from continuing operations allocated to participating securities | 2,111 |
| | 1,923 |
| | 5,298 |
| | 4,775 |
|
Income from continuing operations available to common shareholders | $ | 135,626 |
| | $ | 120,027 |
|
| $ | 293,547 |
|
| $ | 253,383 |
|
Basic weighted average common shares outstanding | 106,340 |
| | 104,957 |
| | 106,039 |
| | 104,719 |
|
| | | | | | | |
Basic earnings per share from continuing operations | $ | 1.27 |
| | $ | 1.15 |
|
| $ | 2.77 |
| | $ | 2.42 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
Diluted Earnings per Share from Continuing Operations (in thousands except per share data) | November 30, 2019 | | November 30, 2018 | | November 30, 2019 | | November 30, 2018 |
| | | | | | | |
Income from continuing operations | $ | 246,443 |
| | $ | 242,994 |
| | $ | 497,255 |
| | $ | 455,541 |
|
Less: income from continuing operations allocated to participating securities | 2,425 |
| | 3,376 |
| | 4,904 |
| | 6,308 |
|
Income from continuing operations available to common shareholders | $ | 244,018 |
| | $ | 239,618 |
| | $ | 492,351 |
| | $ | 449,233 |
|
Basic weighted average common shares outstanding | 103,959 |
| | 106,475 |
| | 103,638 |
| | 106,652 |
|
Effect of dilutive securities – employee stock options | 3,376 |
| | 3,399 |
| | 3,476 |
| | 3,605 |
|
Diluted weighted average common shares outstanding | 107,335 |
| | 109,874 |
| | 107,114 |
| | 110,257 |
|
| | | | | | | |
Diluted earnings per share from continuing operations | $ | 2.27 |
| | $ | 2.18 |
| | $ | 4.60 |
| | $ | 4.07 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
Diluted Earnings per Share from Continuing Operations (in thousands except per share data) | November 30, 2017 | | November 30, 2016 | | November 30, 2017 | | November 30, 2016 |
| | | | | | | |
Income from continuing operations | $ | 137,737 |
| | $ | 121,950 |
| | $ | 298,845 |
| | $ | 258,158 |
|
Less: income from continuing operations allocated to participating securities | 2,111 |
| | 1,923 |
| | 5,298 |
| | 4,775 |
|
Income from continuing operations available to common shareholders | $ | 135,626 |
| | $ | 120,027 |
| | $ | 293,547 |
| | $ | 253,383 |
|
Basic weighted average common shares outstanding | 106,340 |
| | 104,957 |
| | 106,039 |
| | 104,719 |
|
Effect of dilutive securities – employee stock options | 3,478 |
| | 2,690 |
| | 2,899 |
| | 2,559 |
|
Diluted weighted average common shares outstanding | 109,818 |
| | 107,647 |
| | 108,938 |
| | 107,278 |
|
| | | | | | | |
Diluted earnings per share from continuing operations | $ | 1.24 |
| | $ | 1.12 |
| | $ | 2.69 |
| | $ | 2.36 |
|
For the three and six months ended November 30, 2017,2019 and 2018, both basic and diluted loss per share from discontinued operations were $0.01. Both basic and diluted earnings per share from discontinued operations were $0.17 for the three months ended November 30, 2016. For the six months ended November 30, 2017, basic and diluted earnings per share from discontinued operations were $0.51 and $0.50, respectively. Both basic and diluted earnings per share from discontinued operations were $0.19 for the six months ended November 30, 2016.rounded to 0.
For the three months ended November 30, 20172019 and 2016,2018, options granted to purchase 0.50.2 million and 0.70.4 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. For both the six months ended November 30, 20172019 and 2016,2018, options granted to purchase 0.60.3 million and 0.4 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).
On August 2, 2016,October 30, 2018, Cintas announced that the Board of Directors authorized a $500.0 million$1.0 billion share buyback program, which does not have an expiration date. As ofThere were 0 share buybacks for the three months ended November 30, 2017, no share buybacks have occurred under the August 2, 2016 program and there were no share buybacks under this program subsequent to November 30, 2017 through January 5, 2018.
2019. For the six months ended November 30, 2017,2019, we purchased 0.8 million shares of Cintas common stock at an average price of $230.66 per share for a total purchase price of $193.1 million. Additionally, on October 29, 2019, we announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date. There have been 0 share buybacks under this new share buyback program. There were 0 share buybacks in the period subsequent to November 30, 2019, through January 9, 2020, under either share buyback program. From the inception of the October 30, 2018 share buyback program through January 9, 2020, Cintas has purchased a total of 3.5 million shares of Cintas common stock at an average price of $209.82 for a total purchase price of $736.5 million.
For the three months ended November 30, 2019, Cintas acquired less than 0.1 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the three months ended November 30, 2019. These shares were acquired at an average price of $259.17 per share for a total purchase price of $0.3 million. During the six months ended November 30, 2019, Cintas acquired 0.3 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the six months ended November 30, 2017.2019. These shares were acquired at an average price of $129.01$260.89 per share for a total purchase price of $35.7$65.7 million.
6.Note 7 - Goodwill, Service Contracts and Other Assets
Changes in the carrying amount of goodwill and service contracts for the six months ended November 30, 2017,2019, by reportable operating segment and All Other, are as follows:
|
| | | | | | | | | | | | | | | |
Goodwill (in thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Total |
| | | | | | | |
Balance as of June 1, 2019 | $ | 2,496,402 |
| | $ | 243,459 |
| | $ | 102,580 |
| | $ | 2,842,441 |
|
Goodwill acquired | — |
| | 164 |
| | 5,624 |
| | 5,788 |
|
Foreign currency translation | 4,219 |
| | 339 |
| | 14 |
| | 4,572 |
|
Balance as of November 30, 2019 | $ | 2,500,621 |
| | $ | 243,962 |
| | $ | 108,218 |
| | $ | 2,852,801 |
|
|
| | | | | | | | | | | | | | | |
Service Contracts (in thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Total |
| |
| | |
| | |
| | |
|
Balance as of June 1, 2019 | $ | 445,016 |
| | $ | 23,380 |
| | $ | 26,199 |
| | $ | 494,595 |
|
Service contracts acquired | — |
| | 325 |
| | 2,049 |
| | 2,374 |
|
Service contracts amortization | (23,551 | ) | | (1,940 | ) | | (2,759 | ) | | (28,250 | ) |
Foreign currency translation | 1,185 |
| | 29 |
| | — |
| | 1,214 |
|
Balance as of November 30, 2019 | $ | 422,650 |
| | $ | 21,794 |
| | $ | 25,489 |
| | $ | 469,933 |
|
|
| | | | | | | | | | | | | | | |
Goodwill (in thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Total |
| | | | | | | |
Balance as of June 1, 2017 | $ | 2,448,070 |
| | $ | 243,112 |
| | $ | 91,153 |
| | $ | 2,782,335 |
|
Goodwill acquired (1) | 27,107 |
| | 73 |
| | 426 |
| | 27,606 |
|
Foreign currency translation | 927 |
| | 891 |
| | 37 |
| | 1,855 |
|
Balance as of November 30, 2017 | $ | 2,476,104 |
| | $ | 244,076 |
| | $ | 91,616 |
| | $ | 2,811,796 |
|
(1) Adjustments to the G&K preliminary purchase price allocation represent $27.1 million of the acquired goodwill in the Uniform Rental and Facility Services reportable operating segment. See Note 9 entitled Acquisitions for more information.
|
| | | | | | | | | | | | | | | |
Service Contracts (in thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Total |
| |
| | |
| | |
| | |
|
Balance as of June 1, 2017 | $ | 529,923 |
| | $ | 30,062 |
| | $ | 27,003 |
| | $ | 586,988 |
|
Service contracts acquired | 32 |
| | 411 |
| | 533 |
| | 976 |
|
Service contracts amortization | (21,946 | ) | | (1,927 | ) | | (2,364 | ) | | (26,237 | ) |
Foreign currency translation | 3,748 |
| | 99 |
| | — |
| | 3,847 |
|
Balance as of November 30, 2017 | $ | 511,757 |
| | $ | 28,645 |
| | $ | 25,172 |
| | $ | 565,574 |
|
Information regarding Cintas’ service contracts and other assets is as follows:
| | | As of November 30, 2017 | As of November 30, 2019 |
(In thousands) | Carrying Amount | | Accumulated Amortization | | Net | Carrying Amount | | Accumulated Amortization | | Net |
| | | | | | | | | | |
Service contracts | $ | 917,072 |
| | $ | 351,498 |
| | $ | 565,574 |
| $ | 932,833 |
| | $ | 462,900 |
| | $ | 469,933 |
|
| | | | | | | | | | |
Capitalized contract costs (1) | | $ | 325,160 |
| | $ | 109,055 |
| | $ | 216,105 |
|
Noncompete and consulting agreements | $ | 40,913 |
| | $ | 39,588 |
| | $ | 1,325 |
| 42,687 |
| | 40,937 |
| | 1,750 |
|
Other | 35,711 |
| | 7,876 |
| | 27,835 |
| 63,780 |
| | 21,009 |
| | 42,771 |
|
Total other assets | $ | 76,624 |
| | $ | 47,464 |
| | $ | 29,160 |
| $ | 431,627 |
| | $ | 171,001 |
| | $ | 260,626 |
|
|
| | | | | | | | | | | |
| As of May 31, 2019 |
(In thousands) | Carrying Amount | | Accumulated Amortization | | Net |
| | | | | |
Service contracts | $ | 928,635 |
| | $ | 434,040 |
| | $ | 494,595 |
|
| | | | | |
Capitalized contract costs (2) | $ | 277,016 |
| | $ | 71,062 |
| | $ | 205,954 |
|
Noncompete and consulting agreements | 42,308 |
| | 40,524 |
| | 1,784 |
|
Other | 50,306 |
| | 17,729 |
| | 32,577 |
|
Total other assets | $ | 369,630 |
| | $ | 129,315 |
| | $ | 240,315 |
|
| |
(1) | The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated condensed balance sheet as of November 30, 2019, is $74.9 million. |
| |
(2) | The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated condensed balance sheet as of May 31, 2019, is $69.6 million. |
|
| | | | | | | | | | | |
| As of May 31, 2017 |
(In thousands) | Carrying Amount | | Accumulated Amortization | | Net |
| | | | | |
Service contracts | $ | 911,273 |
| | $ | 324,285 |
| | $ | 586,988 |
|
| | | | | |
Noncompete and consulting agreements | $ | 40,743 |
| | $ | 39,244 |
| | $ | 1,499 |
|
Other | 34,890 |
| | 4,422 |
| | 30,468 |
|
Total other assets | $ | 75,633 |
| | $ | 43,666 |
| | $ | 31,967 |
|
Amortization expense for service contracts and other assets for continuing operations was $15.6$35.3 million and $3.2$33.3 million for the three months ended November 30, 20172019 and 2016,2018, respectively. AmortizationFor the six months ended November 30, 2019 and 2018, amortization expense for service contracts and other assets for continuing operations was $29.8$69.9 million and $6.4$66.2 million, for the six months ended November 30, 2017 and 2016, respectively. EstimatedThe estimated future amortization expense for service contracts and other assets, excluding any future acquisitions for eachand commissions to be earned, as of the next five full fiscal years and thereafterNovember 30, 2019 is $61.3 million, $61.0 million, $59.6 million, $53.8 million, $51.8 million and $248.3 million, respectively. The increase in amortization expense in the current year and for the next five years over past fiscal years is the result of the G&K acquisition.as follows:
|
| | | | |
Fiscal Year (In thousands) | | |
| | |
2020 (remaining six months) | | $ | 68,366 |
|
2021 | | 125,140 |
|
2022 | | 113,263 |
|
2023 | | 94,309 |
|
2024 | | 82,990 |
|
Thereafter | | 284,200 |
|
Total future amortization expense | | $ | 768,268 |
|
7.
Note 8 - Debt, Derivatives and Hedging Activities
Cintas' outstanding debt is summarized as follows:
| | (In thousands) | Interest Rate | | Fiscal Year Issued | | Fiscal Year Maturity | | November 30, 2017 | | May 31, 2017 | Interest Rate | | Fiscal Year Issued | | Fiscal Year Maturity | | November 30, 2019 | | May 31, 2019 |
| | | | | | | | | | |
Debt due within one year | | | | | | | | | | |
Senior notes | 6.13 | % | | 2008 | | 2018 | | $ | 300,000 |
| | $ | 300,000 |
| |
Commercial paper | 1.24 | % | (1) | Various | | Various | | — |
| | 50,500 |
| 2.68 | % | (1) | 2019 | | 2020 | | $ | — |
| | $ | 112,500 |
|
Current portion of term loan | 2.00 | % | (1) | 2017 | | 2018 | | — |
| | 12,500 |
| |
Term loan | | 2.44 | % | (2) | 2019 | | 2020 | | 200,000 |
| | 200,000 |
|
Debt issuance costs | | | — |
| | (100 | ) | | | (212 | ) | | (236 | ) |
Total debt due within one year | | | $ | 300,000 |
| | $ | 362,900 |
| | | $ | 199,788 |
| | $ | 312,264 |
|
| | | | | | | | | | |
Debt due after one year | | | | | | | | | | |
Senior notes | 4.30 | % | | 2012 | | 2022 | | $ | 250,000 |
| | $ | 250,000 |
| 4.30 | % | | 2012 | | 2022 | | $ | 250,000 |
| | $ | 250,000 |
|
Senior notes | 2.90 | % | | 2017 | | 2022 | | 650,000 |
| | 650,000 |
| 2.90 | % | | 2017 | | 2022 | | 650,000 |
| | 650,000 |
|
Senior notes | 3.25 | % | | 2013 | | 2023 | | 300,000 |
| | 300,000 |
| 3.25 | % | | 2013 | | 2023 | | 300,000 |
| | 300,000 |
|
Senior notes (3) | | 2.78 | % | | 2013 | | 2023 | | 51,467 |
| | 51,684 |
|
Senior notes (2)(4) | 2.78 | % | | 2013 | | 2023 | | 52,337 |
| | 52,554 |
| 3.11 | % | | 2015 | | 2025 | | 51,805 |
| | 51,973 |
|
Senior notes (3) | 3.11 | % | | 2015 | | 2025 | | 52,476 |
| | 52,645 |
| |
Senior notes | 3.70 | % | | 2017 | | 2027 | | 1,000,000 |
| | 1,000,000 |
| 3.70 | % | | 2017 | | 2027 | | 1,000,000 |
| | 1,000,000 |
|
Senior notes | 6.15 | % | | 2007 | | 2037 | | 250,000 |
| | 250,000 |
| 6.15 | % | | 2007 | | 2037 | | 250,000 |
| | 250,000 |
|
Long-term portion of term loan | 2.00 | % | (1) | 2017 | | 2022 | | — |
| | 237,500 |
| |
Debt issuance costs | | | (20,591 | ) | | (22,075 | ) | | | (14,666 | ) | | (16,150 | ) |
Total debt due after one year | | | $ | 2,534,222 |
| | $ | 2,770,624 |
| | | $ | 2,538,606 |
| | $ | 2,537,507 |
|
| |
(1) | Variable rate debt instrument. The rate presented is the variable borrowing rate at May 31, 2019 |
| |
(2) | Variable rate debt instrument. The rate presented is the variable borrowing rate at November 30, 2019. |
| |
(3) | Cintas assumed these senior notes with the acquisition of G&K Services, Inc. (G&K) in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%. |
| |
(4) | Cintas assumed these senior notes with the acquisition of G&K in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%. |
(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at May 31, 2017.
(2) Cintas assumed these senior notes with the acquisition of G&K in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.
(3) Cintas assumed these senior notes with the acquisition of G&K in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%.
Cintas' senior notes, excluding the G&K senior notes assumed with the acquisition of G&K in fiscal 2017 and term loan, are recorded at cost, net of debt issuance costs. The fair value of the long-term debt is estimated using Level 2 inputs based on general market prices. The carrying value and fair value of Cintas' debt as of November 30, 20172019 were $2,854.8$2,750.0 million and $2,985.2$2,954.3 million,, respectively, and as of May 31, 20172019 were $3,156.0$2,866.2 million and $3,296.8$2,998.7 million,, respectively. During the six months ended November 30, 2017, Cintas made payments of $50.5 million, net on commercial paper borrowings and paid off the term loan balance of $250.0 million with cash on hand. On December 1, 2017, in accordance with the terms of the notes,2019, Cintas paid the $300.0a net total of $112.5 million aggregate principal amount of its 6.13% 10-year senior notes that matured on that date with cash on hand and $265.0 million in proceeds from the issuance of commercial paper.
The credit agreement that supports our commercial paper program was amended and restated on September 16, 2016.May 24, 2019. The amendment increased the capacity of the revolving credit facility from $450.0$600.0 million to $600.0 million$1.0 billion and addedcreated a $250.0 millionnew term loan facility. The existing term loan facility was paid in full as of the first quarter of fiscal 2018.$200.0 million. The credit agreement has an accordion feature that provides Cintas the ability to request increases to the borrowing commitments under either the revolving credit facility or a newthe term loan of up to $250.0 million in the aggregate, subject to customary conditions. The maturity date of the revolving credit agreementfacility is September 15, 2021.May 23, 2024, and the maturity date of the term loan in May 23, 2020, which can be extended 12 months, annually, for up to four years. As of November 30, 2017,2019, there was no0 commercial paper outstanding and no0 borrowings on our revolving credit facility. As of May 31, 2017,2019, there was $50.5$112.5 million of commercial paper outstanding with maturity dates less than 30 days and with a weighted average interest rate of 1.24%2.68% and maturity dates less than 30 days and no0 borrowings on our revolving credit facility. The fair value of the commercial paper is estimated using Level 2 inputs based on general market prices. Given its short-term nature, the carrying value of the outstanding commercial paper approximates fair value.
Cintas uses interest rate locks to manage our overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. Cintas used interest rate lock agreements to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2008, fiscal 2012, fiscal 2013 and fiscal 2017. The amortization of the cash flow hedges resulted in a decrease to other comprehensive income of $0.1$0.4 million for the three months ended November 30, 2017and an increase to other comprehensive income of $0.4$0.3 million for the three months ended November 30, 2016.2019 and 2018, respectively. For the six months ended November 30, 20172019 and 2016,2018, the amortization of the cash flow hedges resulted in a decrease
to other comprehensive income of $0.3$0.7 million and $0.6 million, respectively. During the three months ended November 30, 2019, Cintas entered into interest rate lock agreements with a notional value of $700.0 million for a forecasted debt issuance. As of November 30, 2019, the fair values of these interest rate locks were an increase toasset of $12.2 million and were recorded in other assets, net and in other comprehensive income, net of $0.8tax. During fiscal 2019, Cintas entered into interest rate lock agreements with a notional value of $500.0 million respectively.for a forecasted debt issuance. As of November 30, 2019 and May 31, 2019, the fair values of these interest rate locks were a liability of $58.3 million and $36.4 million, respectively and were recorded in long-term accrued liabilities and in other comprehensive income, net of tax. These interest rate locks had no impact on net income or cash flows from continuing operations for the three and six months endedNovember 30, 2019 or 2018.
Cintas has certain covenants related to debt agreements. These covenants limit Cintas’ ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas’ assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. As of November 30, 2019, Cintas was in compliance with all debt covenants for all periods presented.covenants.
8.Note 9 - Income Taxes
In the normal course of business, Cintas provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly. As of November 30, 20172019 and May 31, 2017,2019, recorded unrecognized tax benefits were $18.7$34.7 million and $12.6$37.3 million, respectively, and are included in long-term accrued liabilities on the consolidated condensed balance sheet. The increase in the liability for the six months ended November 30, 2017 is primarily related to an adjustment to the preliminary purchase price allocation for the G&K acquisition.
All U.S. federal income tax returns are closed to audit through fiscal 2013. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2013. Based on the resolution of the various audits and other potential regulatory developments, it is reasonably possible that the balance of unrecognized tax benefits would not change for the fiscal year ending May 31, 2018.
The majority of Cintas' operations are in North America. Cintas is required to file federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated condensed results of operations in any given period.
All U.S. federal income tax returns are closed to audit through fiscal 2015. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2013. Based on the resolution of the various audits and other potential regulatory developments, it is reasonably possible that the balance of unrecognized tax benefits would not change for the fiscal year ending May 31, 2020.
Cintas’ effective tax rate for continuing operations was 33.3%20.1% and 34.9%24.2% for the three months ended November 30, 20172019 and 2016,2018, respectively. For the six months ended November 30, 20172019 and 2016,2018, Cintas' effective tax rate for continuing operations was 29.8%15.4% and 31.5%18.9%, respectively. The effective tax rate for all periods was largelywere impacted by certain discrete items (primarily the tax accounting for stock-based compensation).
On December 22, 2017, the President signed into legislation The Tax Cuts and Jobs Act (the Act). The Act changes existing U.S. tax law and includes numerous provisions that will affect our business, including our income tax accounting, disclosure and tax compliance. We believe the most impactful changes within the Act provision are those that will reduce the U.S. corporate tax rates, business-related exclusions and deductions and credits. ASC 740, "Income Taxes" (Topic 740), requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the three months ended February 28, 2018, we will remeasure all deferred tax assets and liabilities at the newly enacted Corporate U.S. income tax rate. We are currently evaluating the impact of the Act, which will include remeasuring the deferred tax assets and liabilities, the one-time transition tax, as well as evaluating our reinvestment assertion on all future earnings and profits of our foreign entities, and we will disclose the estimated impact upon recognition in the third quarter of fiscal 2018.
9.Acquisitions
On March 21, 2017, Cintas acquired G&K for consideration of approximately $2.1 billion. Pursuant to the merger agreement among Cintas, G&K and Bravo Merger Sub, Inc., a wholly-owned subsidiary of Cintas, each share of common stock of G&K issued and outstanding immediately prior to the effective time of the G&K acquisition was canceled and converted into the right to receive $97.50 in cash. The total purchase price was $2,078.4 million, which was funded using a combination of new senior notes, a term loan, other borrowings under our existing credit facility and cash on hand. The net consideration transferred for G&K consisted of the following items:
|
| | | | |
(In thousands) | | |
| | |
Cash consideration for common stock | $ | 1,901,845 |
| (1) |
Cash consideration for share-based awards | 62,257 |
| (2) |
Cash consideration for G&K revolving debt | 124,180 |
| (3) |
Cash consideration for transaction expenses | 24,529 |
| (4) |
Total consideration | 2,112,811 |
| |
Cash acquired | (34,393 | ) | (5) |
Net consideration transferred | $ | 2,078,418 |
| |
(1) The cash consideration for outstanding shares of G&K common stock is the product of the agreed-upon cash per share price of $97.50 and total G&K outstanding shares of approximately 19.5 million.
(2) The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $97.50 and the total number of restricted stock outstanding and the “in the money” stock options net of the weighted average exercise price.
(3) The cash consideration for G&K revolving debt reflects the repayment of the outstanding obligation.
(4) Represents G&K legal and professional fees that were incurred prior to acquisition and were due upon the closing of the transaction.
(5) Represents the G&K cash balance acquired at acquisition.
Cintas accounted for the G&K acquisition using the acquisition method. The preliminary allocation of the purchase price was determined by management with the assistance of third-party valuation specialists and was based on estimates of the fair value of assets acquired and liabilities assumed as of March 21, 2017. During the six months ended November 30, 2017, $28.3 million of adjustments related to deferred taxes and $1.2 million of adjustments related to income taxes, current were made to the preliminary purchase price allocation. Cintas is continuing to evaluate information to determine the fair value of acquired assets and liabilities. As of November 30, 2017, the purchase price allocation for the acquisition was preliminary and subject to completion. The components of the preliminary purchase price allocation, at fair value, are as follows:
|
| | | |
Assets | |
Accounts receivable | $ | 95,846 |
|
Inventories | 30,254 |
|
Uniforms and other rental items in service | 93,659 |
|
Income taxes, current | 15,873 |
|
Prepaid expenses and other current assets | 43,235 |
|
Property and equipment | 254,035 |
|
Goodwill | 1,520,295 |
|
Service contracts | 519,000 |
|
Trade names | 17,000 |
|
Other assets | 15,585 |
|
Liabilities | |
Accounts payable | (53,220 | ) |
Accrued compensation and related liabilities | (9,594 | ) |
Accrued liabilities | (115,109 | ) |
Long-term accrued liabilities | (28,380 | ) |
G&K senior notes | (105,359 | ) |
Deferred income taxes | (214,702 | ) |
Total consideration | $ | 2,078,418 |
|
The preliminary fair value of the intangible assets has been estimated using the income approach through a discounted cash flow analysis (except as noted below with respect to the trade names) with the cash flow projections discounted using a rate of 9.5%. The cash flows are based on estimates used to price the G&K acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from Cintas’ pricing model and the weighted average cost of capital.
The G&K service contract intangible asset will be amortized over a period of 15 years, which represents the estimated useful life of the economic benefit and the asset amortization is based on the annual economic value of the underlying asset which generally decreases over the 15-year term. The trade names represent the G&K corporate trade name and all of the branded variations thereof. Cintas applied the income approach through a relief from royalty method analysis to determine the preliminary fair value of the trade name assets.
The table below sets forth the preliminary valuation and amortization period of identifiable intangible assets:
|
| | | | |
Identifiable intangible assets | Preliminary Valuation | Amortization Period |
| | |
Service contracts | $ | 519,000 |
| 15 years |
Trade names | 17,000 |
| 3 years |
Total | $ | 536,000 |
| |
Cintas estimated the preliminary fair value of the acquired property, plant and equipment using a combination of the cost and market approaches, depending on the type of asset. The preliminary fair value of property, plant and equipment consisted of real property of $141.8 million and personal property of $112.2 million.
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. None of the goodwill is expected to be deductible for income tax purposes. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the G&K acquisition. These benefits include improved service capabilities, an enhanced footprint in the markets that we serve, attractive synergy opportunities and value creation. The goodwill is entirely allocated to the Uniform Rental and Facility Services reportable operating segment.
The following unaudited pro forma information presents the combined financial results for Cintas and G&K as if the G&K acquisition had been completed at the beginning of Cintas’ prior fiscal year, June 1, 2016. Prior to the acquisition, G&K used a 52-week or 53-week fiscal year ending on the Saturday nearest June 30. The pro forma financial information set forth below for the three and six months ended November 30, 2016 includes G&K's quarterly and year to date results, respectively, for the periods of October 2, 2016 through December 31, 2016 and July 2, 2016 through December 31, 2016, adjusted for number of working days in Cintas' first and second quarters of fiscal 2017.
|
| | | | | | | |
| Three Months Ended | | Six Months Ended |
(In thousands except per share data) | November 30, 2016 | | November 30, 2016 |
| | | |
Net sales | $ | 1,515,222 |
| | $ | 3,026,600 |
|
Net income from continuing operations | $ | 131,212 |
| | $ | 277,625 |
|
| | | |
Earnings from continuing operations per common share - diluted | $ | 1.20 |
| | $ | 2.54 |
|
The information above does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, and does not reflect future events that may occur after November 30, 2017 or any operating efficiencies or inefficiencies that may result from the G&K acquisition and related financing. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that Cintas will experience going forward.
Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including business acquisitions). The working capital assets and liabilities, as well as the property and equipment acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill, service contracts and other intangibles were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flow using a discount rate of 9.5% (income approach). Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly lower (higher) fair value measurement. Management utilizes third-party valuation firms to assist in the determination of purchase accounting fair values, and specifically those considered Level 3 measurements. Management ultimately oversees the third-party valuation firms to ensure that the transaction-specific assumptions are appropriate for Cintas.
Note 10 - Pension Plans
In conjunction with the acquisition of G&K in fiscal 2017, Cintas assumed G&K's noncontributory frozen defined benefit pension plan (the Pension Plan) that covers substantially all G&K employees who were employed as of July 1, 2005, except certain employees who were covered by union-administered plans. Benefits are based on the number of years of service and each employee’s compensation near retirement. We will make annual contributions to the Pension Plan consistent with federal funding requirements. The Pension Plan was frozen by G&K effective December 31, 2006. Future growth in benefits will not occur beyond this date. Applicable accounting standards require that the consolidated condensed balance sheet reflect the funded status of the Pension Plan. The funded status of the Pension Plan is measured as the difference between the plan assets at fair value and the projected benefit obligation. The net pension liability at November 30, 2017 is included in long-term accrued liabilities on the consolidated condensed balance sheet.sheets. Unrecognized differences between actual amounts and estimates based on actuarial assumptions are included in accumulated other comprehensive income in our consolidated condensed balance sheet.sheets. The difference between actual amounts and estimates based on actuarial assumptions are recognized in other comprehensive income in the period in which they occur. The Pension Plan assumptions are evaluated annually and are updated as deemed necessary.
The components of net periodic pensionbenefit cost recognized in other comprehensive income for the Pension Plan are summarized as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In thousands) | November 30, 2019 | | November 30, 2018 | | November 30, 2019 | | November 30, 2018 |
| | | | | | | |
Interest cost | $ | 721 |
| | $ | 781 |
| | $ | 1,441 |
| | $ | 1,562 |
|
Expected return on assets | (741 | ) | | (720 | ) | | (1,481 | ) | | (1,441 | ) |
Net periodic benefit cost | $ | (20 | ) | | $ | 61 |
| | $ | (40 | ) | | $ | 121 |
|
|
| | | | | | | |
| Three Months Ended | | Six Months Ended |
(In thousands) | November 30, 2017 | | November 30, 2017 |
| | | |
Interest cost | $ | 711 |
| | $ | 1,421 |
|
Expected return on assets | (716 | ) | | (1,432 | ) |
Amortization of net loss | — |
| | — |
|
Total net periodic benefit cost | $ | (5 | ) | | $ | (11 | ) |
11.Note 11 - Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax:
| | (In thousands) | Foreign Currency | | Unrealized Income on Cash Flow Hedges | | Other | | Total | Foreign Currency | | Unrealized Loss on Interest Rate Hedges | | Other | | Total |
| | | | | | | | | | | | | | |
Balance at June 1, 2017 | $ | (12,726 | ) | | $ | 11,382 |
| | $ | (1,685 | ) | | $ | (3,029 | ) | |
Balance at June 1, 2019 | | $ | (15,022 | ) | | $ | (18,389 | ) | | $ | (5,741 | ) | | $ | (39,152 | ) |
Other comprehensive income (loss) before reclassifications | | 6,724 |
| | (29,903 | ) | | — |
| | (23,179 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) | | — |
| | (295 | ) | | — |
| | (295 | ) |
Net current period other comprehensive income (loss) | | 6,724 |
|
| (30,198 | ) |
| — |
|
| (23,474 | ) |
Cumulative effect of change in accounting principle (1) | | — |
| | 2,058 |
| | (83 | ) | | 1,975 |
|
Balance at August 31, 2019 | | (8,298 | ) |
| (46,529 | ) |
| (5,824 | ) |
| (60,651 | ) |
Other comprehensive income before reclassifications | 35,184 |
| | — |
| | 20 |
| | 35,204 |
| 1,413 |
| | 22,761 |
| | — |
| | 24,174 |
|
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (172 | ) | | — |
| | (172 | ) | — |
| | (358 | ) | | — |
| | (358 | ) |
Net current period other comprehensive income (loss) | 35,184 |
|
| (172 | ) |
| 20 |
|
| 35,032 |
| |
Balance at August 31, 2017 | 22,458 |
|
| 11,210 |
|
| (1,665 | ) |
| 32,003 |
| |
Other comprehensive loss before reclassifications | (11,374 | ) | | — |
| | (20 | ) | | (11,394 | ) | |
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (172 | ) | | — |
| | (172 | ) | |
Net current period other comprehensive loss | (11,374 | ) | | (172 | ) | | (20 | ) | | (11,566 | ) | |
Balance at November 30, 2017 | $ | 11,084 |
|
| $ | 11,038 |
|
| $ | (1,685 | ) |
| $ | 20,437 |
| |
Net current period other comprehensive income | | 1,413 |
| | 22,403 |
| | — |
| | 23,816 |
|
Balance at November 30, 2019 | | $ | (6,885 | ) |
| $ | (24,126 | ) |
| $ | (5,824 | ) |
| $ | (36,835 | ) |
| |
(1) | See new accounting pronouncements in Note 1 entitled Basis of Presentation for more information. |
|
| | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency | | Unrealized Income on Interest Rate Hedges | | Other | | Total |
| | | | | | | |
Balance at June 1, 2018 | $ | 6,550 |
| | $ | 10,449 |
| | $ | (656 | ) | | $ | 16,343 |
|
Other comprehensive loss before reclassifications | (3,019 | ) | | (3,168 | ) | | — |
| | (6,187 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (295 | ) | | — |
| | (295 | ) |
Net current period other comprehensive loss | (3,019 | ) |
| (3,463 | ) |
| — |
|
| (6,482 | ) |
Balance at August 31, 2018 | 3,531 |
| | 6,986 |
| | (656 | ) | | 9,861 |
|
Other comprehensive (loss) income before reclassifications | (10,623 | ) | | 4,921 |
| | — |
| | (5,702 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | (294 | ) | | — |
| | (294 | ) |
Net current period other comprehensive (loss) income | (10,623 | ) | | 4,627 |
| | — |
| | (5,996 | ) |
Balance at November 30, 2018 | $ | (7,092 | ) | | $ | 11,613 |
| | $ | (656 | ) | | $ | 3,865 |
|
|
| | | | | | | | | | | | | | | |
(In thousands) | Foreign Currency | | Unrealized Loss on Cash Flow Hedges | | Other | | Total |
| | | | | | | |
Balance at June 1, 2016 | $ | (2,474 | ) | | $ | (20,830 | ) | | $ | (1,570 | ) | | $ | (24,874 | ) |
Other comprehensive income (loss) before reclassifications | 115 |
| | (12,037 | ) | | (1 | ) | | (11,923 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 385 |
| | — |
| | 385 |
|
Net current period other comprehensive income (loss) | 115 |
|
| (11,652 | ) |
| (1 | ) |
| (11,538 | ) |
Balance at August 31, 2016 | (2,359 | ) | | (32,482 | ) | | (1,571 | ) | | (36,412 | ) |
Other comprehensive (loss) income before reclassifications | (7,650 | ) | | 26,390 |
| | 1 |
| | 18,741 |
|
Amounts reclassified from accumulated other comprehensive income (loss) | — |
| | 385 |
| | — |
| | 385 |
|
Net current period other comprehensive (loss) income | (7,650 | ) | | 26,775 |
| | 1 |
| | 19,126 |
|
Balance at November 30, 2016 | $ | (10,009 | ) | | $ | (5,707 | ) | | $ | (1,570 | ) | | $ | (17,286 | ) |
The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):
|
| | | | | | | | | | | | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line in the Consolidated Condensed Statements of Income |
| Three Months Ended | | Six Months Ended | |
(In thousands) | November 30, 2019 | | November 30, 2018 | | November 30, 2019 | | November 30, 2018 | |
| | | | | | | | |
Amortization of interest rate locks | $ | 474 |
| | $ | 474 |
| | $ | 948 |
| | $ | 948 |
| Interest expense |
Tax expense | (116 | ) | | (180 | ) | | (295 | ) | | (359 | ) | Income taxes |
Amortization of interest rate locks, net of tax | $ | 358 |
| | $ | 294 |
|
| $ | 653 |
|
| $ | 589 |
| Net income |
|
| | | | | | | | | | | | | | | | | | |
Reclassifications out of Accumulated Other Comprehensive Income (Loss) |
| | | | | | | | | | |
Details about Accumulated Other Comprehensive Income (Loss) Components | | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | | Affected Line in the Consolidated Condensed Statements of Income |
| | | | | | |
| | Three Months Ended | | Six Months Ended | | |
(In thousands) | | November 30, 2017 | | November 30, 2016 | | November 30, 2017 | | November 30, 2016 | | |
| | | | | | | | | | |
Amortization of interest rate locks | | $ | 278 |
| | $ | (615 | ) | | $ | 556 |
| | $ | (1,229 | ) | | Interest expense |
Tax (expense) benefit | | (106 | ) | | 230 |
| | (212 | ) | | 459 |
| | Income taxes |
Amortization of interest rate locks, net of tax | | $ | 172 |
| | $ | (385 | ) |
| $ | 344 |
|
| $ | (770 | ) | | Net income |
12.Note 12 - Segment Information
Cintas classifies its business into 2 reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ 2 reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment, consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’ business, which consists of Fire Protection Services and its Uniform Direct Sale business, is included in All Other.
Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes. The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation. Information related to the operations of Cintas’ operating segments is set forth below:
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Corporate (1) | | Total |
| | | | | | | | | |
For the three months ended November 30, 2019 | | |
| | |
| | |
|
Revenue | $ | 1,469,976 |
| | $ | 169,668 |
| | $ | 204,105 |
| | $ | — |
| | $ | 1,843,749 |
|
Income (loss) before income taxes | $ | 286,360 |
| | $ | 24,640 |
| | $ | 23,464 |
| | $ | (25,894 | ) | | $ | 308,570 |
|
| | | | | | | | | |
For the three months ended November 30, 2018 | | |
| | |
| | |
|
Revenue | $ | 1,390,778 |
| | $ | 153,348 |
| | $ | 174,142 |
| | $ | — |
| | $ | 1,718,268 |
|
Income before income taxes | $ | 242,891 |
| | $ | 21,328 |
| | $ | 11,421 |
| | $ | 44,884 |
| | $ | 320,524 |
|
| | | | | | | | | |
As of and for the six months ended November 30, 2019 | | |
| | |
| | |
|
Revenue | $ | 2,924,503 |
| | $ | 341,758 |
| | $ | 388,627 |
| | $ | — |
| | $ | 3,654,888 |
|
Income (loss) before income taxes | $ | 555,371 |
| | $ | 49,409 |
| | $ | 35,830 |
| | $ | (53,053 | ) | | $ | 587,557 |
|
Total assets | $ | 6,699,166 |
| | $ | 537,740 |
| | $ | 423,896 |
| | $ | 226,535 |
| | $ | 7,887,337 |
|
| | | | | | | | | |
As of and for the six months ended November 30, 2018 | | | | | | |
Revenue | $ | 2,765,716 |
| | $ | 306,765 |
| | $ | 343,762 |
| | $ | — |
| | $ | 3,416,243 |
|
Income before income taxes | $ | 474,425 |
| | $ | 43,311 |
| | $ | 23,132 |
| | $ | 21,076 |
| | $ | 561,944 |
|
Total assets | $ | 6,438,400 |
| | $ | 495,054 |
| | $ | 383,150 |
| | $ | 88,479 |
| | $ | 7,405,083 |
|
(1) Corporate assets include cash and marketable securities in all periods.
Note 13 - G&K Services, Inc. Integration Expenses
As a result of the acquisition of G&K in fiscal 2017, the Company incurred $7.8 million and $12.7 million in expenses during the three and six months ended November 31, 2018, respectively, which represented integration expenses directly related to the acquisition, primarily facility closure expenses. NaN such costs were incurred during the three or six months ended November 30, 2019.
As of November 30, 2019 and May 31, 2019, employee termination benefits included in accrued compensation and related liabilities on the consolidated condensed balance sheet was $2.5 million and $2.8 million, respectively. The amount of employee termination benefits paid during the three and six months ended November 30, 2019 was $0.2 million and $0.3 million, respectively. During the three and six months ended November 30, 2018, the amount of employee termination benefits paid was $0.9 million and $3.3 million, respectively. We anticipate the remaining accrued employee termination benefits will be paid by the end of this fiscal year.
Note 14 - Supplemental Guarantor Information
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly-owned principal operating subsidiary of Cintas. Corp. 2 is the obligor for the term loan of $200.0 million and the $2,550.0 million aggregate principal amount of senior notes outstanding as of November 30, 2019, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and certain wholly-owned, direct and indirect domestic subsidiaries.
As allowed by SEC rules, the following consolidating condensed financial statements are provided as an alternative to filing separate financial statements of the guarantors. Each of the subsidiaries presented in the following consolidating condensed financial statements has been fully consolidated in Cintas’ consolidated condensed financial statements. The following consolidating condensed financial statements should be read in conjunction with the consolidated condensed financial statements of Cintas and notes thereto of which this note is an integral part. Consolidating condensed financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented on the following pages:
Consolidating Condensed Income Statement
Three Months Ended November 30, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 1,167,960 |
| | $ | 194,468 |
| | $ | 108,195 |
| | $ | (647 | ) | | $ | 1,469,976 |
|
Other | — |
| | 606,540 |
| | 171 |
| | 24,360 |
| | (257,298 | ) | | 373,773 |
|
Equity in net income of affiliates | 246,443 |
| | — |
| | — |
| | — |
| | (246,443 | ) | | — |
|
Total revenue | 246,443 |
| | 1,774,500 |
| | 194,639 |
| | 132,555 |
| | (504,388 | ) | | 1,843,749 |
|
| | | | | | | | | | | |
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 635,235 |
| | 112,505 |
| | 69,362 |
| | (32,165 | ) | | 784,937 |
|
Cost of other | — |
| | 427,776 |
| | (26,862 | ) | | 18,954 |
| | (213,447 | ) | | 206,421 |
|
Selling and administrative expenses | — |
| | 591,422 |
| | (99,163 | ) | | 32,740 |
| | (7,072 | ) | | 517,927 |
|
Operating income | 246,443 |
| | 120,067 |
| | 208,159 |
| | 11,499 |
| | (251,704 | ) | | 334,464 |
|
| | | | | | | | | | | |
Interest income | — |
| | (157 | ) | | (108 | ) | | (20 | ) | | 2 |
| | (283 | ) |
Interest expense (income) | — |
| | 26,264 |
| | (87 | ) | | — |
| | — |
| | 26,177 |
|
| | | | | | | | | | | |
Income before income taxes | 246,443 |
| | 93,960 |
| | 208,354 |
| | 11,519 |
| | (251,706 | ) | | 308,570 |
|
Income taxes | — |
| | 18,660 |
| | 40,652 |
| | 2,851 |
| | (36 | ) | | 62,127 |
|
Income from continuing operations | 246,443 |
| | 75,300 |
| | 167,702 |
| | 8,668 |
| | (251,670 | ) | | 246,443 |
|
| | | | | | | | | | | |
Loss from discontinued operations, net of tax | (323 | ) | | (323 | ) | | — |
| | — |
| | 323 |
| | (323 | ) |
| | | | | | | | | | | |
Net income | $ | 246,120 |
| | $ | 74,977 |
| | $ | 167,702 |
| | $ | 8,668 |
| | $ | (251,347 | ) | | $ | 246,120 |
|
Consolidating Condensed Income Statement
Three Months Ended November 30, 2018
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 1,134,118 |
| | $ | 182,876 |
| | $ | 101,830 |
| | $ | (28,046 | ) | | $ | 1,390,778 |
|
Other | — |
| | 522,081 |
| | 50 |
| | 25,918 |
| | (220,559 | ) | | 327,490 |
|
Equity in net income of affiliates | 242,994 |
| | — |
| | — |
| | — |
| | (242,994 | ) | | — |
|
Total revenue | 242,994 |
| | 1,656,199 |
| | 182,926 |
| | 127,748 |
| | (491,599 | ) | | 1,718,268 |
|
| | | | | | | | | | | |
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 640,859 |
| | 111,555 |
| | 65,316 |
| | (56,611 | ) | | 761,119 |
|
Cost of other | — |
| | 375,764 |
| | (27,133 | ) | | 19,319 |
| | (185,959 | ) | | 181,991 |
|
Selling and administrative expenses | — |
| | 536,276 |
| | (68,617 | ) | | 32,559 |
| | (8,547 | ) | | 491,671 |
|
G&K Services, Inc. integration expenses | — |
| | 5,973 |
| | 1,270 |
| | 604 |
| | — |
| | 7,847 |
|
Operating income | 242,994 |
| | 97,327 |
| | 165,851 |
| | 9,950 |
| | (240,482 | ) | | 275,640 |
|
| | | | | | | | | | | |
Gain on sale of a cost method investment | — |
| | — |
| | 69,373 |
| | — |
| | — |
| | 69,373 |
|
| | | | | | | | | | | |
Interest income | — |
| | (294 | ) | | (93 | ) | | (5 | ) | | 1 |
| | (391 | ) |
Interest expense (income) | — |
| | 25,046 |
| | (173 | ) | | 7 |
| | — |
| | 24,880 |
|
| | | | | | | | | | | |
Income before income taxes | 242,994 |
| | 72,575 |
| | 235,490 |
| | 9,948 |
| | (240,483 | ) | | 320,524 |
|
Income taxes | — |
| | 19,166 |
| | 55,788 |
| | 2,613 |
| | (37 | ) | | 77,530 |
|
Income from continuing operations | 242,994 |
| | 53,409 |
| | 179,702 |
| | 7,335 |
| | (240,446 | ) | | 242,994 |
|
| | | | | | | | | | | |
Income from discontinued operations, net of tax | 19 |
| | 19 |
| | — |
| | — |
| | (19 | ) | | 19 |
|
| | | | | | | | | | | |
Net income | $ | 243,013 |
| | $ | 53,428 |
| | $ | 179,702 |
| | $ | 7,335 |
| | $ | (240,465 | ) | | $ | 243,013 |
|
Consolidating Condensed Income Statement
Six Months Ended November 30, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 2,326,851 |
| | $ | 385,203 |
| | $ | 213,589 |
| | $ | (1,140 | ) | | $ | 2,924,503 |
|
Other | — |
| | 1,189,516 |
| | 268 |
| | 47,606 |
| | (507,005 | ) | | 730,385 |
|
Equity in net income of affiliates | 497,255 |
| | — |
| | — |
| | — |
| | (497,255 | ) | | — |
|
Total revenue | 497,255 |
| | 3,516,367 |
| | 385,471 |
| | 261,195 |
| | (1,005,400 | ) | | 3,654,888 |
|
| | | | | | | | | | | |
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 1,257,116 |
| | 224,239 |
| | 134,957 |
| | (62,699 | ) | | 1,553,613 |
|
Cost of other | — |
| | 831,260 |
| | (49,539 | ) | | 36,653 |
| | (418,632 | ) | | 399,742 |
|
Selling and administrative expenses | — |
| | 1,190,825 |
| | (183,420 | ) | | 67,194 |
| | (13,676 | ) | | 1,060,923 |
|
Operating income | 497,255 |
| | 237,166 |
| | 394,191 |
| | 22,391 |
| | (510,393 | ) | | 640,610 |
|
| | | | | | | | | | | |
Interest income | — |
| | (307 | ) | | (107 | ) | | (34 | ) | | 3 |
| | (445 | ) |
Interest expense (income) | — |
| | 53,624 |
| | (140 | ) | | 14 |
| | — |
| | 53,498 |
|
| | | | | | | | | | | |
Income before income taxes | 497,255 |
| | 183,849 |
| | 394,438 |
| | 22,411 |
| | (510,396 | ) | | 587,557 |
|
Income taxes | — |
| | 26,861 |
| | 57,630 |
| | 5,872 |
| | (61 | ) | | 90,302 |
|
Income from continuing operations | 497,255 |
| | 156,988 |
| | 336,808 |
| | 16,539 |
| | (510,335 | ) | | 497,255 |
|
| | | | | | | | | | | |
Loss from discontinued operations, net of tax | (323 | ) | | (323 | ) | | — |
| | — |
| | 323 |
| | (323 | ) |
| | | | | | | | | | | |
Net income | $ | 496,932 |
| | $ | 156,665 |
| | $ | 336,808 |
| | $ | 16,539 |
| | $ | (510,012 | ) | | $ | 496,932 |
|
Consolidating Condensed Income Statement
Six Months Ended November 30, 2018
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 2,273,247 |
| | $ | 366,039 |
| | $ | 201,513 |
| | $ | (75,083 | ) | | $ | 2,765,716 |
|
Other | — |
| | 1,013,371 |
| | 93 |
| | 50,250 |
| | (413,187 | ) | | 650,527 |
|
Equity in net income of affiliates | 455,541 |
| | — |
| | — |
| | — |
| | (455,541 | ) | | — |
|
Total revenue | 455,541 |
| | 3,286,618 |
| | 366,132 |
| | 251,763 |
| | (943,811 | ) | | 3,416,243 |
|
| | | | | | | | | | | |
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 1,284,600 |
| | 221,105 |
| | 129,329 |
| | (127,462 | ) | | 1,507,572 |
|
Cost of other | — |
| | 717,097 |
| | (49,162 | ) | | 37,461 |
| | (346,595 | ) | | 358,801 |
|
Selling and administrative expenses | — |
| | 1,081,186 |
| | (133,238 | ) | | 66,922 |
| | (18,565 | ) | | 996,305 |
|
G&K Services, Inc. integration expenses | — |
| | 8,649 |
| | 3,133 |
| | 915 |
| | — |
| | 12,697 |
|
Operating income | 455,541 |
| | 195,086 |
| | 324,294 |
| | 17,136 |
| | (451,189 | ) | | 540,868 |
|
| | | | | | | | | | | |
Gain on sale of a cost method investment | — |
| | — |
| | 69,373 |
| | — |
| | — |
| | 69,373 |
|
| | | | | | | | | | | |
Interest income | — |
| | (503 | ) | | (365 | ) | | (21 | ) | | 2 |
| | (887 | ) |
Interest expense (income) | — |
| | 49,707 |
| | (535 | ) | | 12 |
| | — |
| | 49,184 |
|
| | | | | | | | | | | |
Income before income taxes | 455,541 |
| | 145,882 |
| | 394,567 |
| | 17,145 |
| | (451,191 | ) | | 561,944 |
|
Income taxes | — |
| | 29,829 |
| | 71,832 |
| | 4,800 |
| | (58 | ) | | 106,403 |
|
Income from continuing operations | 455,541 |
| | 116,053 |
| | 322,735 |
| | 12,345 |
| | (451,133 | ) | | 455,541 |
|
| | | | | | | | | | | |
Loss from discontinued operations, net of tax | (13 | ) | | (13 | ) | | — |
| | — |
| | 13 |
| | (13 | ) |
| | | | | | | | | | | |
Net income | $ | 455,528 |
| | $ | 116,040 |
| | $ | 322,735 |
| | $ | 12,345 |
| | $ | (451,120 | ) | | $ | 455,528 |
|
Consolidating Condensed Statement of Comprehensive Income
Three Months Ended November 30, 2019
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 246,120 |
| | $ | 74,977 |
| | $ | 167,702 |
| | $ | 8,668 |
| | $ | (251,347 | ) | | $ | 246,120 |
|
| | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | 1,413 |
| | — |
| | — |
| | 1,413 |
| | (1,413 | ) | | 1,413 |
|
Change in fair value of interest rate lock agreements | 22,761 |
| | 22,761 |
| | — |
| | — |
| | (22,761 | ) | | 22,761 |
|
Amortization of interest rate lock agreements | (358 | ) | | (358 | ) | | — |
| | — |
| | 358 |
| | (358 | ) |
| | | | | | | | | | | |
Other comprehensive income | 23,816 |
| | 22,403 |
| | — |
| | 1,413 |
| | (23,816 | ) | | 23,816 |
|
| | | | | | | | | | | |
Comprehensive income | $ | 269,936 |
| | $ | 97,380 |
| | $ | 167,702 |
| | $ | 10,081 |
| | $ | (275,163 | ) | | $ | 269,936 |
|
Consolidating Condensed Statement of Comprehensive Income
Three Months Ended November 30, 2018
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 243,013 |
| | $ | 53,428 |
| | $ | 179,702 |
| | $ | 7,335 |
| | $ | (240,465 | ) | | $ | 243,013 |
|
| | | | | | | | | | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | (10,623 | ) | | — |
| | — |
| | (10,623 | ) | | 10,623 |
| | (10,623 | ) |
Change in fair value of interest rate lock agreements | 4,921 |
| | 4,921 |
| | — |
| | — |
| | (4,921 | ) | | 4,921 |
|
Amortization of interest rate lock agreements | (294 | ) | | (294 | ) | | — |
| | — |
| | 294 |
| | (294 | ) |
| | | | | | | | | | | |
Other comprehensive (loss) income | (5,996 | ) | | 4,627 |
| | — |
| | (10,623 | ) | | 5,996 |
| | (5,996 | ) |
| | | | | | | | | | | |
Comprehensive income (loss) | $ | 237,017 |
| | $ | 58,055 |
| | $ | 179,702 |
| | $ | (3,288 | ) | | $ | (234,469 | ) | | $ | 237,017 |
|
Consolidating Condensed Statement of Comprehensive Income
Six Months Ended November 30, 2019
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 496,932 |
| | $ | 156,665 |
| | $ | 336,808 |
| | $ | 16,539 |
| | $ | (510,012 | ) | | $ | 496,932 |
|
| | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | 8,137 |
| | — |
| | — |
| | 8,137 |
| | (8,137 | ) | | 8,137 |
|
Change in fair value of interest rate lock agreements | (7,142 | ) | | (7,142 | ) | | — |
| | — |
| | 7,142 |
| | (7,142 | ) |
Amortization of interest rate lock agreements | (653 | ) | | (653 | ) | | — |
| | — |
| | 653 |
| | (653 | ) |
| | | | | | | | | | | |
Other comprehensive income (loss) | 342 |
| | (7,795 | ) | | — |
| | 8,137 |
| | (342 | ) | | 342 |
|
| | | | | | | | | | | |
Comprehensive income | $ | 497,274 |
| | $ | 148,870 |
| | $ | 336,808 |
| | $ | 24,676 |
| | $ | (510,354 | ) | | $ | 497,274 |
|
Consolidating Condensed Statement of Comprehensive Income
Six Months Ended November 30, 2018
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 455,528 |
| | $ | 116,040 |
| | $ | 322,735 |
| | $ | 12,345 |
| | $ | (451,120 | ) | | $ | 455,528 |
|
| | | | | | | | | | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | (13,642 | ) | | — |
| | — |
| | (13,642 | ) | | 13,642 |
| | (13,642 | ) |
Change in fair value of interest rate lock agreements | 1,753 |
| | 1,753 |
| | — |
| | — |
| | (1,753 | ) | | 1,753 |
|
Amortization of interest rate lock agreements | (589 | ) | | (589 | ) | | — |
| | — |
| | 589 |
| | (589 | ) |
| | | | | | | | | | | |
Other comprehensive (loss) income | (12,478 | ) | | 1,164 |
| | — |
| | (13,642 | ) | | 12,478 |
| | (12,478 | ) |
| | | | | | | | | | | |
Comprehensive income (loss) | $ | 443,050 |
| | $ | 117,204 |
| | $ | 322,735 |
| | $ | (1,297 | ) | | $ | (438,642 | ) | | $ | 443,050 |
|
Consolidating Condensed Balance Sheet
As of November 30, 2019
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
ASSETS | |
| | |
| | |
| | |
| | |
| | |
|
Current assets: | |
| | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | — |
| | $ | 50,716 |
| | $ | 127,948 |
| | $ | 47,871 |
| | $ | — |
| | $ | 226,535 |
|
Accounts receivable, net | — |
| | 744,116 |
| | 133,546 |
| | 71,460 |
| | — |
| | 949,122 |
|
Inventories, net | — |
| | 297,396 |
| | 29,796 |
| | 21,112 |
| | — |
| | 348,304 |
|
Uniforms and other rental items in service | — |
| | 677,309 |
| | 92,726 |
| | 63,349 |
| | (15,525 | ) | | 817,859 |
|
Income taxes, current | — |
| | 3,831 |
| | 15,457 |
| | 5,590 |
| | — |
| | 24,878 |
|
Prepaid expenses and other current assets | — |
| | 85,738 |
| | 35,962 |
| | 1,889 |
| | — |
| | 123,589 |
|
Total current assets | — |
| | 1,859,106 |
| | 435,435 |
| | 211,271 |
| | (15,525 | ) | | 2,490,287 |
|
| | | | | | | | | | | |
Property and equipment, net | — |
| | 968,662 |
| | 357,032 |
| | 99,890 |
| | — |
| | 1,425,584 |
|
| | | | | | | | | | | |
Investments (1) | 321,083 |
| | 3,589,691 |
| | 990,871 |
| | 1,697,996 |
| | (6,380,768 | ) | | 218,873 |
|
Goodwill | — |
| | — |
| | 2,592,194 |
| | 260,719 |
| | (112 | ) | | 2,852,801 |
|
Service contracts, net | — |
| | 405,201 |
| | — |
| | 64,732 |
| | — |
| | 469,933 |
|
Operating lease right-of-use assets, net | — |
| | 141,697 |
| | 12,905 |
| | 14,631 |
| | — |
| | 169,233 |
|
Other assets, net | 2,318,640 |
| | 233,167 |
| | 5,847,006 |
| | 1,298 |
| | (8,139,485 | ) | | 260,626 |
|
| $ | 2,639,723 |
| | $ | 7,197,524 |
| | $ | 10,235,443 |
| | $ | 2,350,537 |
| | $ | (14,535,890 | ) | | $ | 7,887,337 |
|
| | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | |
| | |
| | |
| | |
|
Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts payable | $ | (465,247 | ) | | $ | (1,998,351 | ) | | $ | 2,753,017 |
| | $ | (72,014 | ) | | $ | 37,206 |
| | $ | 254,611 |
|
Accrued compensation and related liabilities | — |
| | 77,493 |
| | 36,653 |
| | 10,203 |
| | — |
| | 124,349 |
|
Accrued liabilities | — |
| | 78,371 |
| | 580,340 |
| | 15,529 |
| | — |
| | 674,240 |
|
Operating lease liabilities, current | — |
| | 35,402 |
| | 4,533 |
| | 4,328 |
| | — |
| | 44,263 |
|
Debt due within one year | — |
| | 199,788 |
| | — |
| | — |
| | — |
| | 199,788 |
|
Total current liabilities | (465,247 | ) | | (1,607,297 | ) | | 3,374,543 |
| | (41,954 | ) | | 37,206 |
| | 1,297,251 |
|
| | | | | | | | | | | |
Long-term liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Debt due after one year | — |
| | 2,538,606 |
| | — |
| | — |
| | — |
| | 2,538,606 |
|
Deferred income taxes | — |
| | 311,326 |
| | 101,464 |
| | 31,067 |
| | — |
| | 443,857 |
|
Operating lease liabilities | — |
| | 110,833 |
| | 9,010 |
| | 10,737 |
| | — |
| | 130,580 |
|
Accrued liabilities | — |
| | 132,109 |
| | 223,232 |
| | 16,732 |
| | — |
| | 372,073 |
|
Total long-term liabilities | — |
| | 3,092,874 |
| | 333,706 |
| | 58,536 |
| | — |
| | 3,485,116 |
|
| | | | | | | | | | | |
Total shareholders’ equity | 3,104,970 |
| | 5,711,947 |
| | 6,527,194 |
| | 2,333,955 |
| | (14,573,096 | ) | | 3,104,970 |
|
| $ | 2,639,723 |
| | $ | 7,197,524 |
| | $ | 10,235,443 |
| | $ | 2,350,537 |
| | $ | (14,535,890 | ) | | $ | 7,887,337 |
|
| |
(1) | Investments include inter-company investment activity. Corp 2 and Subsidiary Guarantors hold $20.3 million and $198.6 million, respectively, of the $218.9 millionconsolidated net investments. |
Consolidating Condensed Balance Sheet
As of May 31, 2019
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
ASSETS | |
| | |
| | |
| | |
| | |
| | |
|
Current assets: | |
| | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | — |
| | $ | 54,963 |
| | $ | 13,151 |
| | $ | 28,531 |
| | $ | — |
| | $ | 96,645 |
|
Accounts receivable, net | — |
| | 719,914 |
| | 121,803 |
| | 68,403 |
| | — |
| | 910,120 |
|
Inventories, net | — |
| | 278,666 |
| | 35,081 |
| | 20,842 |
| | — |
| | 334,589 |
|
Uniforms and other rental items in service | — |
| | 645,862 |
| | 90,458 |
| | 60,061 |
| | (12,248 | ) | | 784,133 |
|
Income taxes, current | — |
| | (9,728 | ) | | 11,722 |
| | 5,481 |
| | — |
| | 7,475 |
|
Prepaid expenses and other current assets | — |
| | 81,117 |
| | 20,334 |
| | 1,867 |
| | — |
| | 103,318 |
|
Total current assets | — |
| | 1,770,794 |
| | 292,549 |
| | 185,185 |
| | (12,248 | ) | | 2,236,280 |
|
| | | | | | | | | | | |
Property and equipment, net | — |
| | 948,830 |
| | 369,006 |
| | 112,849 |
| | — |
| | 1,430,685 |
|
| | | | | | | | | | | |
Investments (1) | 321,083 |
| | 3,589,234 |
| | 964,802 |
| | 1,716,870 |
| | (6,399,643 | ) | | 192,346 |
|
Goodwill | — |
| | — |
| | 2,586,406 |
| | 256,147 |
| | (112 | ) | | 2,842,441 |
|
Service contracts, net | — |
| | 427,437 |
| | — |
| | 67,158 |
| | — |
| | 494,595 |
|
Other assets, net | 2,216,391 |
| | 211,102 |
| | 5,424,413 |
| | 1,716 |
| | (7,613,307 | ) | | 240,315 |
|
| $ | 2,537,474 |
| | $ | 6,947,397 |
| | $ | 9,637,176 |
| | $ | 2,339,925 |
| | $ | (14,025,310 | ) | | $ | 7,436,662 |
|
| | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | |
| | |
| | |
| | |
|
Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts payable | $ | (465,247 | ) | | $ | (2,090,954 | ) | | $ | 2,793,558 |
| | $ | (48,769 | ) | | $ | 37,432 |
| | $ | 226,020 |
|
Accrued compensation and related liabilities | — |
| | 117,404 |
| | 26,870 |
| | 11,235 |
| | — |
| | 155,509 |
|
Accrued liabilities | — |
| | 84,296 |
| | 328,267 |
| | 21,377 |
| | — |
| | 433,940 |
|
Debt due within one year | — |
| | 312,264 |
| | — |
| | — |
| | — |
| | 312,264 |
|
Total current liabilities | (465,247 | ) | | (1,576,990 | ) | | 3,148,695 |
| | (16,157 | ) | | 37,432 |
| | 1,127,733 |
|
| | | | | | | | | | | |
Long-term liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Debt due after one year | — |
| | 2,537,507 |
| | — |
| | — |
| | — |
| | 2,537,507 |
|
Deferred income taxes | — |
| | 307,334 |
| | 100,162 |
| | 30,683 |
| | — |
| | 438,179 |
|
Accrued liabilities | — |
| | 116,469 |
| | 197,934 |
| | 16,119 |
| | — |
| | 330,522 |
|
Total long-term liabilities | — |
| | 2,961,310 |
| | 298,096 |
| | 46,802 |
| | — |
| | 3,306,208 |
|
| | | | | | | | | | | |
Total shareholders’ equity | 3,002,721 |
| | 5,563,077 |
| | 6,190,385 |
| | 2,309,280 |
| | (14,062,742 | ) | | 3,002,721 |
|
| $ | 2,537,474 |
| | $ | 6,947,397 |
| | $ | 9,637,176 |
| | $ | 2,339,925 |
| | $ | (14,025,310 | ) | | $ | 7,436,662 |
|
| |
(1) | Investments include inter-company investment activity. Corp 2 and Subsidiary Guarantors hold $19.8 million and $172.5 million, respectively, of the $192.3 million consolidated net investments. |
Consolidating Condensed Statement of Cash Flows
Six Months Ended November 30, 2019
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
Cash flows from operating activities: | |
| | |
| | |
| | |
| | |
| | |
|
Net income | $ | 496,932 |
| | $ | 156,665 |
| | $ | 336,808 |
| | $ | 16,539 |
| | $ | (510,012 | ) | | $ | 496,932 |
|
Adjustments to reconcile net income to net cash provided by operating activities | |
| | |
| | |
| | |
| | |
| | |
|
Depreciation | — |
| | 75,691 |
| | 32,499 |
| | 7,177 |
| | — |
| | 115,367 |
|
Amortization of intangible assets and capitalized contract costs | — |
| | 64,325 |
| | 2,559 |
| | 4,079 |
| | — |
| | 70,963 |
|
Stock-based compensation | 69,398 |
| | — |
| | — |
| | — |
| | — |
| | 69,398 |
|
Deferred income taxes | — |
| | 6,490 |
| | 1,309 |
| | (167 | ) | | — |
| | 7,632 |
|
Changes in current assets and liabilities, net of acquisitions of businesses: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts receivable, net | — |
| | (24,190 | ) | | (11,743 | ) | | (2,007 | ) | | — |
| | (37,940 | ) |
Inventories, net | — |
| | (18,709 | ) | | 6,042 |
| | (735 | ) | | — |
| | (13,402 | ) |
Uniforms and other rental items in service | — |
| | (31,448 | ) | | (2,268 | ) | | (2,305 | ) | | 3,277 |
| | (32,744 | ) |
Prepaid expenses and other current assets and capitalized contract costs | — |
| | (52,765 | ) | | (15,629 | ) | | (15 | ) | | — |
| | (68,409 | ) |
Accounts payable | — |
| | 92,602 |
| | (65,280 | ) | | 959 |
| | (226 | ) | | 28,055 |
|
Accrued compensation and related liabilities | — |
| | (39,911 | ) | | 9,298 |
| | 1,287 |
| | — |
| | (29,326 | ) |
Accrued liabilities and other | — |
| | 3,820 |
| | (18,688 | ) | | (3,015 | ) | | — |
| | (17,883 | ) |
Income taxes, current | — |
| | (13,559 | ) | | (3,732 | ) | | (1 | ) | | — |
| | (17,292 | ) |
Net cash provided by operating activities | 566,330 |
| | 219,011 |
| | 271,175 |
| | 21,796 |
| | (506,961 | ) | | 571,351 |
|
| | | | | | | | | | | |
Cash flows from investing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Capital expenditures | — |
| | (95,361 | ) | | (20,584 | ) | | (10,222 | ) | | — |
| | (126,167 | ) |
Purchases of investments | — |
| | (457 | ) | | (9,664 | ) | | — |
| | — |
| | (10,121 | ) |
Proceeds from sale of assets | — |
| | — |
| | — |
| | 13,300 |
| | — |
| | 13,300 |
|
Acquisitions of businesses, net of cash acquired | — |
| | (6,582 | ) | | — |
| | — |
| | — |
| | (6,582 | ) |
Other, net | (370,790 | ) | | (6,406 | ) | | (126,130 | ) | | (5,738 | ) | | 506,961 |
| | (2,103 | ) |
Net cash used in investing activities | (370,790 | ) | | (108,806 | ) | | (156,378 | ) | | (2,660 | ) | | 506,961 |
| | (131,673 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Payments of commercial paper, net | — |
| | (112,500 | ) | | — |
| | — |
| | — |
| | (112,500 | ) |
Proceeds from exercise of stock-based compensation awards | 63,201 |
| | — |
| | — |
| | — |
| | — |
| | 63,201 |
|
Repurchase of common stock | (258,741 | ) | | — |
| | — |
| | — |
| | — |
| | (258,741 | ) |
Other, net | — |
| | (1,952 | ) | | — |
| | — |
| | — |
| | (1,952 | ) |
Net cash used in financing activities | (195,540 | ) | | (114,452 | ) | | — |
| | — |
| | — |
| | (309,992 | ) |
| | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | 204 |
| | — |
| | 204 |
|
| | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | — |
| | (4,247 | ) | | 114,797 |
| | 19,340 |
| | — |
| | 129,890 |
|
Cash and cash equivalents at beginning of period | — |
| | 54,963 |
| | 13,151 |
| | 28,531 |
| | — |
| | 96,645 |
|
Cash and cash equivalents at end of period | $ | — |
| | $ | 50,716 |
| | $ | 127,948 |
| | $ | 47,871 |
| | $ | — |
| | $ | 226,535 |
|
Consolidating Condensed Statement of Cash Flows
Six Months Ended November 30, 2018
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Cash flows from operating activities: | |
| | |
| | |
| | |
| | |
| | |
|
Net income | $ | 455,528 |
| | $ | 116,040 |
| | $ | 322,735 |
| | $ | 12,345 |
| | $ | (451,120 | ) | | $ | 455,528 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |
| | |
| | |
| | |
| | |
| | |
|
Depreciation | — |
| | 68,929 |
| | 31,274 |
| | 6,909 |
| | — |
| | 107,112 |
|
Amortization of intangible assets and capitalized contract costs | — |
| | 61,044 |
| | 2,339 |
| | 4,176 |
| | — |
| | 67,559 |
|
Stock-based compensation | 74,784 |
| | — |
| | — |
| | — |
| | — |
| | 74,784 |
|
Gain on sale of a cost method investment | — |
| | — |
| | (69,373 | ) | | — |
| | — |
| | (69,373 | ) |
Deferred income taxes | — |
| | 10,865 |
| | 5,519 |
| | 2,843 |
| | — |
| | 19,227 |
|
Changes in current assets and liabilities, net of acquisitions of businesses: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts receivable, net | — |
| | (52,953 | ) | | (20,151 | ) | | (10,183 | ) | | (2,461 | ) | | (85,748 | ) |
Inventories, net | — |
| | (52,989 | ) | | 3,546 |
| | (2,153 | ) | | (1,631 | ) | | (53,227 | ) |
Uniforms and other rental items in service | — |
| | (39,481 | ) | | (11,051 | ) | | (7,152 | ) | | — |
| | (57,684 | ) |
Prepaid expenses and other current assets and capitalized contract costs | — |
| | (52,392 | ) | | (5,570 | ) | | (199 | ) | | — |
| | (58,161 | ) |
Accounts payable | — |
| | (98,465 | ) | | 90,324 |
| | 6,502 |
| | (316 | ) | | (1,955 | ) |
Accrued compensation and related liabilities | — |
| | (16,186 | ) | | (6,468 | ) | | 1,685 |
| | — |
| | (20,969 | ) |
Accrued liabilities and other | — |
| | (1,908 | ) | | (9,983 | ) | | (3,431 | ) | | — |
| | (15,322 | ) |
Income taxes, current | — |
| | (5,329 | ) | | (7,109 | ) | | (4,766 | ) | | — |
| | (17,204 | ) |
Net cash provided by (used in) operating activities | 530,312 |
| | (62,825 | ) | | 326,032 |
| | 6,576 |
| | (455,528 | ) | | 344,567 |
|
| | | | | | | | | | | |
Cash flows from investing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Capital expenditures | — |
| | (92,461 | ) | | (37,357 | ) | | (7,796 | ) | | — |
| | (137,614 | ) |
Purchases of investments | — |
| | (466 | ) | | (13,605 | ) | | — |
| | — |
| | (14,071 | ) |
Proceeds from sale of a cost method investment | — |
| | — |
| | 73,342 |
| | — |
| | — |
| | 73,342 |
|
Acquisitions of businesses, net of cash acquired | — |
| | (6,580 | ) | | — |
| | — |
| | — |
| | (6,580 | ) |
Other, net | (54,795 | ) | | (2,534 | ) | | (398,963 | ) | | (953 | ) | | 455,528 |
| | (1,717 | ) |
Net cash used in investing activities | (54,795 | ) | | (102,041 | ) | | (376,583 | ) | | (8,749 | ) | | 455,528 |
| | (86,640 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Issuance of commercial paper, net | — |
| | 173,500 |
| | — |
| | — |
| | — |
| | 173,500 |
|
Proceeds from exercise of stock-based compensation awards | 32,612 |
| | — |
| | — |
| | — |
| | — |
| | 32,612 |
|
Repurchase of common stock | (508,129 | ) | | — |
| | — |
| | — |
| | — |
| | (508,129 | ) |
Other, net | — |
| | (5,362 | ) | | — |
| | — |
| | — |
| | (5,362 | ) |
Net cash (used in) provided by financing activities | (475,517 | ) | | 168,138 |
| | — |
| | — |
| | — |
| | (307,379 | ) |
| | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | (793 | ) | | — |
| | (793 | ) |
| | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | — |
| | 3,272 |
| | (50,551 | ) | | (2,966 | ) | | — |
| | (50,245 | ) |
Cash and cash equivalents at beginning of period | — |
| | 44,499 |
| | 60,310 |
| | 33,915 |
| | — |
| | 138,724 |
|
Cash and cash equivalents at end of period | $ | — |
| | $ | 47,771 |
| | $ | 9,759 |
| | $ | 30,949 |
| | $ | — |
| | $ | 88,479 |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Business Strategy
Cintas helps more than one million businesses of all types and sizes, primarily in North America, as well as Latin America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best. With products and services including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and training and compliance courses, Cintas helps customers get Ready for the Workday™.
We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, carpet and tile cleaning services, first aid and safety services and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include business segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all its products and services to prospects in all business segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion, especially in our fire protection businesses. Finally, we evaluate strategic acquisitions as opportunities arise.
Results of Operations
Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies, carpet and tile cleaning services and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’ business, which consists of Fire Protection Services and its Uniform Direct Sale business, is included in All Other.
Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes. The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation. Information related to the operations of Cintas’ operating segments is set forth below:
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Uniform Rental and Facility Services | | First Aid and Safety Services | | All Other | | Corporate (1) | | Total |
| | | | | | | | | |
For the three months ended November 30, 2017 | |
| | |
| | |
| | |
| | |
|
Revenue | $ | 1,308,038 |
| | $ | 139,090 |
| | $ | 159,313 |
| | $ | — |
| | $ | 1,606,441 |
|
Income (loss) before income taxes | $ | 203,814 |
| | $ | 17,975 |
| | $ | 13,422 |
| | $ | (28,838 | ) | | $ | 206,373 |
|
| | | | | | | | | |
For the three months ended November 30, 2016 | |
| | |
| | |
| | |
| | |
|
Revenue | $ | 1,000,015 |
| | $ | 124,797 |
| | $ | 146,265 |
| | $ | — |
| | $ | 1,271,077 |
|
Income (loss) before income taxes | $ | 176,947 |
| | $ | 14,779 |
| | $ | 8,730 |
| | $ | (13,236 | ) | | $ | 187,220 |
|
| | | | | | | | | |
As of and for the six months ended November 30, 2017 | |
| | |
| | |
| | |
| | |
|
Revenue | $ | 2,619,822 |
| | $ | 279,672 |
| | $ | 318,450 |
| | $ | — |
| | $ | 3,217,944 |
|
Income (loss) before income taxes | $ | 422,724 |
| | $ | 37,386 |
| | $ | 24,200 |
| | $ | (58,858 | ) | | $ | 425,452 |
|
Total assets | $ | 5,899,010 |
| | $ | 467,902 |
| | $ | 353,155 |
| | $ | 258,734 |
| | $ | 6,978,801 |
|
| | | | | | | | | |
As of and for the six months ended November 30, 2016 | | | | | | | | | |
Revenue | $ | 1,994,297 |
| | $ | 249,636 |
| | $ | 293,794 |
| | $ | — |
| | $ | 2,537,727 |
|
Income (loss) before income taxes | $ | 361,735 |
| | $ | 26,290 |
| | $ | 16,368 |
| | $ | (27,343 | ) | | $ | 377,050 |
|
Total assets | $ | 3,262,448 |
| | $ | 443,151 |
| | $ | 326,039 |
| | $ | 182,941 |
| | $ | 4,214,579 |
|
(1) Corporate assets include cash and marketable securities in all periods. Corporate assets as of November 30, 2016 include the assets of Discontinued Services, which were classified as held for sale at May 31, 2017 and sold during the six months ended November 30, 2017.
13.Discontinued Operations
In fiscal 2018, Cintas sold a significant business referred to as Discontinued Services and received proceeds from the sale of $127.8 million. The results of Discontinued Services are included in discontinued operations for all periods presented. In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of Discontinued Services have been excluded from both continuing operations and operating segment results for all periods presented.
During the three months ended November 30, 2016, we received additional proceeds related to contingent consideration on the sale of Shred-it. Cintas realized a pre-tax gain of $25.9 million as a result of the additional consideration received. As of November 30, 2017, Cintas still has the opportunity to receive additional consideration, subject to certain holdback provisions. Because of the uncertainty surrounding the holdback provision, this opportunity represents a gain contingency that has not been recorded.
Following is selected financial information included in net income from discontinued operations for Discontinued Services and Shred-it:
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
(In thousands) | November 30, 2017 | | November 30, 2016 (1) | | November 30, 2017 | | November 30, 2016 (1) |
| | | | | | | |
Revenue | $ | — |
| | $ | 25,845 |
| | $ | 10,773 |
| | $ | 53,326 |
|
| | | | | | | |
(Loss) income before income taxes | (43 | ) | | 2,402 |
| | (2,482 | ) | | 5,426 |
|
Income tax benefit (expense) | 18 |
| | (898 | ) | | 920 |
| | (2,039 | ) |
(Loss) gain on sale of business | (1,209 | ) | | — |
| | 99,060 |
| | — |
|
Gain on Shred-it | — |
| | 25,876 |
| | — |
| | 25,876 |
|
Income tax benefit (expense) on net gain | 606 |
| | (8,953 | ) | | (42,023 | ) | | (8,953 | ) |
Net (loss) income from discontinued operations | $ | (628 | ) | | $ | 18,427 |
|
| $ | 55,475 |
|
| $ | 20,310 |
|
(1) The results of Discontinued Services for the three and six months ended November 30, 2016 were previously included in continuing operations.
14.G&K Services, Inc. Transaction and Integration Expenses
As a result of the acquisition of G&K in fiscal 2017, the Company incurred $13.1 million and $3.3 million in transaction and integration expenses during the three months ended November 30, 2017 and 2016, respectively, and $17.0 million and $6.1 million during the six months ended November 30, 2017 and 2016, respectively. The $13.1 million of costs incurred in the three months ended November 30, 2017 related to integration expenses directly related to the acquisition. During the six months ended November 30, 2017, the costs incurred related to $16.0 million of integration expenses directly related to the acquisition and $1.0 million of employee termination expenses recognized under ASC Topic 712, "Compensation - Nonretirement Postemployment Benefits." The costs incurred in the three and six months ended November 30, 2016 related to legal and professional fees directly related to the acquisition. As of November 30, 2017 and May 31, 2017, employee termination benefits included in accrued compensation and related liabilities on the consolidated condensed balance sheet was $15.7 millionand$24.3 million, respectively. The amount of employee termination benefits paid during the three and six months ended November 30, 2017 was $3.6 million and $9.6 million, respectively.
15.Supplemental Guarantor Information
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly-owned principal operating subsidiary of Cintas. Corp. 2 is the issuer of the aggregate principal amount of the $2,857.5 million aggregate principal amount of senior notes outstanding as of November 30, 2017, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and certain wholly-owned, direct and indirect domestic subsidiaries.
As allowed by SEC rules, the following consolidating condensed financial statements are provided as an alternative to filing separate financial statements of the guarantors. Each of the subsidiaries presented in the following consolidating condensed financial statements has been fully consolidated in Cintas’ consolidated condensed financial statements. The following consolidating condensed financial statements should be read in conjunction with the consolidated condensed financial statements of Cintas and notes thereto of which this note is an integral part. During fiscal 2018, the Company sold Discontinued Services (see Note 13) previously included in Cintas Corporation and Corp. 2. The sale of Discontinued Services has been reflected as discontinued operations as of the beginning of the earliest period presented herein. Consolidating condensed financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented on the following pages:
Consolidating Condensed Income Statement
Three Months Ended November 30, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 1,086,667 |
| | $ | 170,320 |
| | $ | 100,933 |
| | $ | (49,882 | ) | | $ | 1,308,038 |
|
Other | — |
| | 435,539 |
| | (313 | ) | | 21,982 |
| | (158,805 | ) | | 298,403 |
|
Equity in net income of affiliates | 137,737 |
| | — |
| | — |
| | — |
| | (137,737 | ) | | — |
|
| 137,737 |
| | 1,522,206 |
| | 170,007 |
| | 122,915 |
| | (346,424 | ) | | 1,606,441 |
|
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 628,123 |
| | 105,954 |
| | 65,220 |
| | (75,337 | ) | | 723,960 |
|
Cost of other | — |
| | 302,065 |
| | (25,046 | ) | | 15,438 |
| | (126,345 | ) | | 166,112 |
|
Selling and administrative expenses | — |
| | 528,369 |
| | (85,417 | ) | | 31,211 |
| | (6,079 | ) | | 468,084 |
|
G&K Services, Inc. transaction and integration expenses | — |
| | 4,192 |
| | 8,319 |
| | 563 |
| | — |
| | 13,074 |
|
Operating income | 137,737 |
| | 59,457 |
| | 166,197 |
| | 10,483 |
| | (138,663 | ) | | 235,211 |
|
| | | | | | | | | | | |
Interest income | — |
| | (45 | ) | | (59 | ) | | (187 | ) | | — |
| | (291 | ) |
Interest expense (income) | — |
| | 29,444 |
| | (313 | ) | | (2 | ) | | — |
| | 29,129 |
|
| | | | | | | | | | | |
Income before income taxes | 137,737 |
|
| 30,058 |
|
| 166,569 |
|
| 10,672 |
|
| (138,663 | ) |
| 206,373 |
|
Income taxes | — |
| | 11,449 |
| | 54,414 |
| | 2,798 |
| | (25 | ) | | 68,636 |
|
Income from continuing operations | 137,737 |
|
| 18,609 |
|
| 112,155 |
|
| 7,874 |
|
| (138,638 | ) | | 137,737 |
|
| | | | | | | | | | | |
Loss from discontinued operations, net of tax | (628 | ) | | (628 | ) | | — |
| | — |
| | 628 |
| | (628 | ) |
| | | | | | | | | | | |
Net income | $ | 137,109 |
| | $ | 17,981 |
| | $ | 112,155 |
| | $ | 7,874 |
| | $ | (138,010 | ) | | $ | 137,109 |
|
Consolidating Condensed Income Statement
Three Months Ended November 30, 2016
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 835,892 |
| | $ | 149,886 |
| | $ | 57,610 |
| | $ | (43,373 | ) | | $ | 1,000,015 |
|
Other | — |
| | 390,963 |
| | 633 |
| | 18,162 |
| | (138,696 | ) | | 271,062 |
|
Equity in net income of affiliates | 121,950 |
| | — |
| | — |
| | — |
| | (121,950 | ) | | — |
|
| 121,950 |
| | 1,226,855 |
| | 150,519 |
| | 75,772 |
| | (304,019 | ) | | 1,271,077 |
|
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 483,399 |
| | 94,323 |
| | 37,603 |
| | (63,827 | ) | | 551,498 |
|
Cost of other | — |
| | 271,812 |
| | (19,549 | ) | | 13,636 |
| | (111,538 | ) | | 154,361 |
|
Selling and administrative expenses | — |
| | 398,592 |
| | (48,256 | ) | | 18,703 |
| | (7,624 | ) | | 361,415 |
|
G&K Services, Inc. transaction and integration expenses | — |
| | — |
| | 3,347 |
| | — |
| | — |
| | 3,347 |
|
Operating income | 121,950 |
| | 73,052 |
| | 120,654 |
| | 5,830 |
| | (121,030 | ) | | 200,456 |
|
| | | | | | | | | | | |
Interest income | — |
| | — |
| | (7 | ) | | (25 | ) | | 1 |
| | (31 | ) |
Interest expense (income) | — |
| | 14,528 |
| | (1,176 | ) | | (85 | ) | | — |
| | 13,267 |
|
| | | | | | | | | | | |
Income before income taxes | 121,950 |
| | 58,524 |
| | 121,837 |
| | 5,940 |
| | (121,031 | ) | | 187,220 |
|
Income taxes | — |
| | 20,635 |
| | 42,652 |
| | 2,011 |
| | (28 | ) | | 65,270 |
|
Income from continuing operations | 121,950 |
|
| 37,889 |
|
| 79,185 |
|
| 3,929 |
|
| (121,003 | ) |
| 121,950 |
|
| | | | | | | | | | |
|
|
Income from discontinued operations, net of tax | 18,427 |
| | 17,115 |
| | — |
| | 1,941 |
| | (19,056 | ) | | 18,427 |
|
| | | | | | | | | | | |
Net income | $ | 140,377 |
|
| $ | 55,004 |
|
| $ | 79,185 |
|
| $ | 5,870 |
|
| $ | (140,059 | ) |
| $ | 140,377 |
|
Consolidating Condensed Income Statement
Six Months Ended November 30, 2017
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 2,186,536 |
| | $ | 335,215 |
| | $ | 197,528 |
| | $ | (99,457 | ) | | $ | 2,619,822 |
|
Other | — |
| | 862,841 |
| | (6 | ) | | 42,290 |
| | (307,003 | ) | | 598,122 |
|
Equity in net income of affiliates | 298,845 |
| | — |
| | — |
| | — |
| | (298,845 | ) | | — |
|
| 298,845 |
| | 3,049,377 |
| | 335,209 |
| | 239,818 |
| | (705,305 | ) | | 3,217,944 |
|
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 1,250,271 |
| | 204,973 |
| | 125,737 |
| | (150,158 | ) | | 1,430,823 |
|
Cost of other | — |
| | 590,984 |
| | (44,715 | ) | | 30,173 |
| | (245,043 | ) | | 331,399 |
|
Selling and administrative expenses | — |
| | 1,039,324 |
| | (132,955 | ) | | 61,117 |
| | (13,119 | ) | | 954,367 |
|
G&K Services, Inc. transaction and integration expenses | — |
| | 5,713 |
| | 10,754 |
| | 578 |
| | — |
| | 17,045 |
|
Operating income | 298,845 |
| | 163,085 |
| | 297,152 |
| | 22,213 |
| | (296,985 | ) | | 484,310 |
|
| | | | | | | | | | | |
Interest income | — |
| | (76 | ) | | (158 | ) | | (354 | ) | | — |
| | (588 | ) |
Interest expense (income) | — |
| | 60,005 |
| | (452 | ) | | (107 | ) | | — |
| | 59,446 |
|
| | | | | | | | | | | |
Income before income taxes | 298,845 |
| | 103,156 |
| | 297,762 |
| | 22,674 |
| | (296,985 | ) | | 425,452 |
|
Income taxes | — |
| | 31,019 |
| | 89,537 |
| | 6,095 |
| | (44 | ) | | 126,607 |
|
Income from continuing operations | 298,845 |
|
| 72,137 |
|
| 208,225 |
|
| 16,579 |
|
| (296,941 | ) |
| 298,845 |
|
| | | | | | | | | | |
|
|
Income (loss) from discontinued operations, net of tax | 55,475 |
| | 64,374 |
| | (8,899 | ) | | — |
| | (55,475 | ) | | 55,475 |
|
| | | | | | | | | | | |
Net income | $ | 354,320 |
|
| $ | 136,511 |
|
| $ | 199,326 |
|
| $ | 16,579 |
|
| $ | (352,416 | ) |
| $ | 354,320 |
|
Consolidating Condensed Income Statement
Six Months Ended November 30, 2016
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Revenue: | |
| | |
| | |
| | |
| | |
| | |
|
Uniform rental and facility services | $ | — |
| | $ | 1,667,852 |
| | $ | 299,034 |
| | $ | 115,273 |
| | $ | (87,862 | ) | | $ | 1,994,297 |
|
Other | — |
| | 779,045 |
| | 1,601 |
| | 37,037 |
| | (274,253 | ) | | 543,430 |
|
Equity in net income of affiliates | 258,158 |
| | — |
| | — |
| | — |
| | (258,158 | ) | | — |
|
| 258,158 |
| | 2,446,897 |
| | 300,635 |
| | 152,310 |
| | (620,273 | ) | | 2,537,727 |
|
Costs and expenses (income): | |
| | |
| | |
| | |
| | |
| | |
|
Cost of uniform rental and facility services | — |
| | 958,620 |
| | 184,995 |
| | 74,717 |
| | (129,737 | ) | | 1,088,595 |
|
Cost of other | — |
| | 535,538 |
| | (34,480 | ) | | 27,464 |
| | (221,035 | ) | | 307,487 |
|
Selling and administrative expenses | — |
| | 806,203 |
| | (98,990 | ) | | 38,968 |
|
| (15,063 | ) | | 731,118 |
|
G&K Services, Inc. transaction and integration expenses | — |
| | — |
| | 6,134 |
| | — |
| | — |
| | 6,134 |
|
Operating income | 258,158 |
| | 146,536 |
| | 242,976 |
| | 11,161 |
| | (254,438 | ) | | 404,393 |
|
| | | | | | | | | | | |
Interest income | — |
| | — |
| | (24 | ) | | (73 | ) | | 1 |
| | (96 | ) |
Interest expense (income) | — |
| | 29,355 |
| | (1,878 | ) | | (38 | ) | | — |
| | 27,439 |
|
| | | | | | | | | | | |
Income before income taxes | 258,158 |
| | 117,181 |
| | 244,878 |
| | 11,272 |
| | (254,439 | ) | | 377,050 |
|
Income taxes | — |
| | 37,304 |
| | 78,178 |
| | 3,464 |
| | (54 | ) | | 118,892 |
|
Income from continuing operations | 258,158 |
|
| 79,877 |
|
| 166,700 |
|
| 7,808 |
|
| (254,385 | ) |
| 258,158 |
|
| | | | | | | | | | |
|
|
Income from discontinued operations, net of tax | 20,310 |
| | 18,998 |
| | — |
| | 1,941 |
| | (20,939 | ) | | 20,310 |
|
| | | | | | | | | | | |
Net income | $ | 278,468 |
|
| $ | 98,875 |
|
| $ | 166,700 |
|
| $ | 9,749 |
|
| $ | (275,324 | ) |
| $ | 278,468 |
|
Consolidating Condensed Statement of Comprehensive Income
Three Months Ended November 30, 2017
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 137,109 |
| | $ | 17,981 |
| | $ | 112,155 |
| | $ | 7,874 |
| | $ | (138,010 | ) | | $ | 137,109 |
|
| | | | | | | | | | | |
Other comprehensive loss, net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | (11,374 | ) | | — |
| | — |
| | (11,374 | ) | | 11,374 |
| | (11,374 | ) |
Amortization of interest rate lock agreements | (172 | ) | | (172 | ) | | — |
| | — |
| | 172 |
| | (172 | ) |
Change in fair value of available-for-sale securities | (20 | ) | | — |
| | — |
| | (20 | ) | | 20 |
| | (20 | ) |
| | | | | | | | | | | |
Other comprehensive loss | (11,566 | ) | | (172 | ) | | — |
| | (11,394 | ) | | 11,566 |
| | (11,566 | ) |
| | | | | | | | | | | |
Comprehensive income (loss) | $ | 125,543 |
| | $ | 17,809 |
| | $ | 112,155 |
| | $ | (3,520 | ) | | $ | (126,444 | ) | | $ | 125,543 |
|
Consolidating Condensed Statement of Comprehensive Income
Three Months Ended November 30, 2016
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 140,377 |
| | $ | 55,004 |
| | $ | 79,185 |
| | $ | 5,870 |
| | $ | (140,059 | ) | | $ | 140,377 |
|
| | | | | | | | | | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | (7,650 | ) | | — |
| | — |
| | (7,650 | ) | | 7,650 |
| | (7,650 | ) |
Change in fair value of cash flow hedges | 26,390 |
| | 26,390 |
| | — |
| | — |
| | (26,390 | ) | | 26,390 |
|
Amortization of interest rate lock agreements | 385 |
| | 385 |
| | — |
| | — |
| | (385 | ) | | 385 |
|
Change in fair value of available-for-sale securities | 1 |
| | — |
| | — |
| | 1 |
| | (1 | ) | | 1 |
|
| | | | | | | | | | | |
Other comprehensive income (loss) | 19,126 |
| | 26,775 |
| | — |
| | (7,649 | ) | | (19,126 | ) | | 19,126 |
|
| | | | | | | | | | | |
Comprehensive income (loss) | $ | 159,503 |
| | $ | 81,779 |
| | $ | 79,185 |
| | $ | (1,779 | ) | | $ | (159,185 | ) | | $ | 159,503 |
|
Consolidating Condensed Statement of Comprehensive Income
Six Months Ended November 30, 2017
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 354,320 |
| | $ | 136,511 |
| | $ | 199,326 |
| | $ | 16,579 |
| | $ | (352,416 | ) | | $ | 354,320 |
|
| | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | 23,810 |
| | — |
| | — |
| | 23,810 |
| | (23,810 | ) | | 23,810 |
|
Amortization of interest rate lock agreements | (344 | ) | | (344 | ) | | — |
| | — |
| | 344 |
| | (344 | ) |
| | | | | | | | | | | |
Other comprehensive income (loss) | 23,466 |
| | (344 | ) | | — |
| | 23,810 |
| | (23,466 | ) | | 23,466 |
|
| | | | | | | | | | | |
Comprehensive income | $ | 377,786 |
| | $ | 136,167 |
| | $ | 199,326 |
| | $ | 40,389 |
| | $ | (375,882 | ) | | $ | 377,786 |
|
Consolidating Condensed Statement of Comprehensive Income
Six Months Ended November 30, 2016
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Net income | $ | 278,468 |
| | $ | 98,875 |
| | $ | 166,700 |
| | $ | 9,749 |
| | $ | (275,324 | ) | | $ | 278,468 |
|
| | | | | | | | | | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | |
Foreign currency translation adjustments | (7,535 | ) | | — |
| | — |
| | (7,535 | ) | | 7,535 |
| | (7,535 | ) |
Change in fair value of cash flow hedges | 14,353 |
| | 14,353 |
| | — |
| | — |
| | (14,353 | ) | | 14,353 |
|
Amortization of interest rate lock agreements | 770 |
| | 770 |
| | — |
| | — |
| | (770 | ) | | 770 |
|
| | | | | | | | | | | |
Other comprehensive income (loss) | 7,588 |
| | 15,123 |
| | — |
| | (7,535 | ) | | (7,588 | ) | | 7,588 |
|
| | | | | | | | | | | |
Comprehensive income | $ | 286,056 |
| | $ | 113,998 |
| | $ | 166,700 |
| | $ | 2,214 |
| | $ | (282,912 | ) | | $ | 286,056 |
|
Consolidating Condensed Balance Sheet
As of November 30, 2017
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
Assets | |
| | |
| | |
| | |
| | |
| | |
|
Current assets: | |
| | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | — |
| | $ | 42,126 |
| | $ | 83,515 |
| | $ | 110,361 |
| | $ | — |
| | $ | 236,002 |
|
Marketable securities | — |
| | — |
| | — |
| | 22,732 |
| | — |
| | 22,732 |
|
Accounts receivable, net | — |
| | 586,992 |
| | 117,106 |
| | 59,457 |
| | — |
| | 763,555 |
|
Inventories, net | — |
| | 224,217 |
| | 31,994 |
| | 16,620 |
| | (1 | ) | | 272,830 |
|
Uniforms and other rental items in service | — |
| | 562,724 |
| | 81,459 |
| | 49,025 |
| | (18,636 | ) | | 674,572 |
|
Income taxes, current | — |
| | (16,790 | ) | | 47,940 |
| | 4,550 |
| | — |
| | 35,700 |
|
Prepaid expenses and other current assets | — |
| | 7,837 |
| | 29,222 |
| | 999 |
| | — |
| | 38,058 |
|
Total current assets | — |
| | 1,407,106 |
| | 391,236 |
| | 263,744 |
| | (18,637 | ) | | 2,043,449 |
|
| | | | | | | | | | | |
Property and equipment, net | — |
| | 875,883 |
| | 366,041 |
| | 111,235 |
| | — |
| | 1,353,159 |
|
| | | | | | | | | | | |
Investments (1) | 321,083 |
| | 3,598,267 |
| | 947,722 |
| | 1,713,070 |
| | (6,404,479 | ) | | 175,663 |
|
Goodwill | — |
| | — |
| | 2,770,504 |
| | 41,403 |
| | (111 | ) | | 2,811,796 |
|
Service contracts, net | — |
| | 483,985 |
| | — |
| | 81,589 |
| | — |
| | 565,574 |
|
Other assets, net | 1,766,703 |
| | 557 |
| | 3,489,627 |
| | 13,866 |
| | (5,241,593 | ) | | 29,160 |
|
| $ | 2,087,786 |
| | $ | 6,365,798 |
| | $ | 7,965,130 |
| | $ | 2,224,907 |
| | $ | (11,664,820 | ) | | $ | 6,978,801 |
|
| | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | |
| | |
| | |
| | |
| | |
|
Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts payable | $ | (465,247 | ) | | $ | (1,458,658 | ) | | $ | 2,162,751 |
| | $ | (113,813 | ) | | $ | 37,948 |
| | $ | 162,981 |
|
Accrued compensation and related liabilities | — |
| | 101,379 |
| | 6,141 |
| | 5,910 |
| | — |
| | 113,430 |
|
Accrued liabilities | — |
| | 187,828 |
| | 368,784 |
| | 21,348 |
| | — |
| | 577,960 |
|
Debt due within one year | — |
| | 300,000 |
| | — |
| | — |
| | — |
| | 300,000 |
|
Total current liabilities | (465,247 | ) | | (869,451 | ) | | 2,537,676 |
| | (86,555 | ) | | 37,948 |
| | 1,154,371 |
|
| | | | | | | | | | | |
Long-term liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Debt due after one year | — |
| | 2,533,832 |
| | — |
| | 390 |
| | — |
| | 2,534,222 |
|
Deferred income taxes | — |
| | — |
| | 492,999 |
| | 46,044 |
| | — |
| | 539,043 |
|
Accrued liabilities | — |
| | 32,998 |
| | 163,863 |
| | 1,271 |
| | — |
| | 198,132 |
|
Total long-term liabilities | — |
| | 2,566,830 |
| | 656,862 |
| | 47,705 |
| | — |
| | 3,271,397 |
|
| | | | | | | | | | | |
Total shareholders’ equity | 2,553,033 |
| | 4,668,419 |
| | 4,770,592 |
| | 2,263,757 |
| | (11,702,768 | ) | | 2,553,033 |
|
| $ | 2,087,786 |
| | $ | 6,365,798 |
| | $ | 7,965,130 |
| | $ | 2,224,907 |
| | $ | (11,664,820 | ) | | $ | 6,978,801 |
|
(1) Investments include inter company investment activity. Corp 2 and Subsidiary Guarantors hold $20.3 million and $155.4 million, respectively, of the $175.7 million consolidated net investments.
Consolidating Condensed Balance Sheet
As of May 31, 2017
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
Assets | |
| | |
| | |
| | |
| | |
| | |
|
Current assets: | |
| | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | — |
| | $ | 48,658 |
| | $ | 17,302 |
| | $ | 103,306 |
| | $ | — |
| | $ | 169,266 |
|
Marketable securities | — |
| | — |
| | — |
| | 22,219 |
| | — |
| | 22,219 |
|
Accounts receivable, net | — |
| | 543,769 |
| | 137,881 |
| | 54,358 |
| | — |
| | 736,008 |
|
Inventories, net | — |
| | 243,677 |
| | 21,466 |
| | 14,461 |
| | (1,386 | ) | | 278,218 |
|
Uniforms and other rental items in service | — |
| | 531,295 |
| | 78,012 |
| | 45,388 |
| | (18,993 | ) | | 635,702 |
|
Income taxes, current | — |
| | 16,173 |
| | 25,138 |
| | 3,009 |
| | — |
| | 44,320 |
|
Prepaid expenses and other current assets | — |
| | 13,234 |
| | 16,188 |
| | 710 |
| | — |
| | 30,132 |
|
Assets held for sale | — |
| | 23,095 |
| | 15,518 |
| | — |
| | — |
| | 38,613 |
|
Total current assets | — |
| | 1,419,901 |
| | 311,505 |
| | 243,451 |
| | (20,379 | ) | | 1,954,478 |
|
| | | | | | | | | | | |
Property and equipment, net | — |
| | 851,018 |
| | 364,724 |
| | 107,759 |
| | — |
| | 1,323,501 |
|
| | | | | | | | | | | |
Investments (1) | 321,083 |
| | 3,605,457 |
| | 929,657 |
| | 1,711,070 |
| | (6,402,479 | ) | | 164,788 |
|
Goodwill | — |
| | — |
| | 2,742,898 |
| | 39,549 |
| | (112 | ) | | 2,782,335 |
|
Service contracts, net | — |
| | 505,698 |
| | — |
| | 81,290 |
| | — |
| | 586,988 |
|
Other assets, net | 1,516,463 |
| | 14,705 |
| | 3,489,653 |
| | 11,983 |
| | (5,000,837 | ) | | 31,967 |
|
| $ | 1,837,546 |
| | $ | 6,396,779 |
| | $ | 7,838,437 |
| | $ | 2,195,102 |
| | $ | (11,423,807 | ) | | $ | 6,844,057 |
|
| | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | |
| | |
| | |
| | |
| | |
|
Current liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts payable | $ | (465,247 | ) | | $ | (1,596,731 | ) | | $ | 2,292,388 |
| | $ | (91,467 | ) | | $ | 38,108 |
| | $ | 177,051 |
|
Accrued compensation and related liabilities | — |
| | 94,505 |
| | 42,866 |
| | 12,264 |
| | — |
| | 149,635 |
|
Accrued liabilities | — |
| | 191,819 |
| | 219,303 |
| | 18,687 |
| | — |
| | 429,809 |
|
Debt due within one year | — |
| | 362,900 |
| | — |
| | — |
| | — |
| | 362,900 |
|
Liabilities held for sale | — |
| | 11,457 |
| | — |
| | — |
| | — |
| | 11,457 |
|
Total current liabilities | (465,247 | ) | | (936,050 | ) | | 2,554,557 |
| | (60,516 | ) | | 38,108 |
| | 1,130,852 |
|
| | | | | | | | | | | |
Long-term liabilities: | |
| | |
| | |
| | |
| | |
| | |
|
Debt due after one year | — |
| | 2,770,234 |
| | — |
| | 390 |
| | — |
| | 2,770,624 |
|
Deferred income taxes | — |
| | — |
| | 436,613 |
| | 32,715 |
| | — |
| | 469,328 |
|
Accrued liabilities | — |
| | 28,384 |
| | 140,923 |
| | 1,153 |
| | — |
| | 170,460 |
|
Total long-term liabilities | — |
| | 2,798,618 |
| | 577,536 |
| | 34,258 |
| | — |
| | 3,410,412 |
|
| | | | | | | | | | | |
Total shareholders’ equity | 2,302,793 |
| | 4,534,211 |
| | 4,706,344 |
| | 2,221,360 |
| | (11,461,915 | ) | | 2,302,793 |
|
| $ | 1,837,546 |
| | $ | 6,396,779 |
| | $ | 7,838,437 |
| | $ | 2,195,102 |
| | $ | (11,423,807 | ) | | $ | 6,844,057 |
|
(1) Investments include inter company investment activity. Corp 2 and Subsidiary Guarantors hold $29.0 million and $135.8 million, respectively, of the $164.8 million consolidated net investments.
Consolidating Condensed Statement of Cash Flows
Six Months Ended November 30, 2017
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Cash flows from operating activities: | |
| | |
| | |
| | |
| | |
| | |
|
Net income | $ | 354,320 |
| | $ | 136,511 |
| | $ | 199,326 |
| | $ | 16,579 |
| | $ | (352,416 | ) | | $ | 354,320 |
|
Adjustments to reconcile net income to net cash provided by operating activities | |
| | |
| | |
| | |
| | |
| | |
|
Depreciation | — |
| | 65,942 |
| | 34,789 |
| | 6,847 |
| | — |
| | 107,578 |
|
Amortization of intangible assets | — |
| | 24,522 |
| | 2,547 |
| | 4,192 |
| | — |
| | 31,261 |
|
Stock-based compensation | 55,204 |
| | — |
| | — |
| | — |
| | — |
| | 55,204 |
|
Gain on sale of business | — |
| | (114,581 | ) | | 15,521 |
| | — |
| | — |
| | (99,060 | ) |
Deferred income taxes | — |
| | — |
| | 40,555 |
| | 1,607 |
| | — |
| | 42,162 |
|
Changes in current assets and liabilities, net of acquisitions of businesses: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts receivable, net | — |
| | (42,881 | ) | | 20,790 |
| | (2,709 | ) | | — |
| | (24,800 | ) |
Inventories, net | — |
| | 17,728 |
| | (13,863 | ) | | 115 |
| | (1,385 | ) | | 2,595 |
|
Uniforms and other rental items in service | — |
| | (29,520 | ) | | (112 | ) | | (3,305 | ) | | (357 | ) | | (33,294 | ) |
Prepaid expenses and other current assets | — |
| | (5,428 | ) | | (13,609 | ) | | 464 |
| | — |
| | (18,573 | ) |
Accounts payable | — |
| | 155,461 |
| | (153,831 | ) | | (10,176 | ) | | (160 | ) | | (8,706 | ) |
Accrued compensation and related liabilities | — |
| | 6,341 |
| | (39,311 | ) | | (3,510 | ) | | — |
| | (36,480 | ) |
Accrued liabilities and other | — |
| | (26,847 | ) | | 26,373 |
| | (1,466 | ) | | — |
| | (1,940 | ) |
Income taxes, current | — |
| | 32,963 |
| | (22,794 | ) | | (1,427 | ) | | — |
| | 8,742 |
|
Net cash provided by operating activities | 409,524 |
| | 220,211 |
| | 96,381 |
| | 7,211 |
| | (354,318 | ) | | 379,009 |
|
| | | | | | | | | | | |
Cash flows from investing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Capital expenditures | — |
| | (90,497 | ) | | (36,875 | ) | | (5,094 | ) | | — |
| | (132,466 | ) |
Proceeds from redemption of marketable securities and investments | — |
| | 12,400 |
| | — |
| | 87,859 |
| | — |
| | 100,259 |
|
Purchase of marketable securities and investments | — |
| | 5,510 |
| | (20,064 | ) | | (87,323 | ) | | 2,000 |
| | (99,877 | ) |
Proceeds from sale of business | — |
| | 127,835 |
| | — |
| | — |
| | — |
| | 127,835 |
|
Acquisitions of businesses | — |
| | (1,099 | ) | | — |
| | — |
| | — |
| | (1,099 | ) |
Other, net | (402,385 | ) | | 21,470 |
| | 26,771 |
| | 956 |
| | 352,318 |
| | (870 | ) |
Net cash (used in) provided by investing activities | (402,385 | ) | | 75,619 |
| | (30,168 | ) | | (3,602 | ) | | 354,318 |
| | (6,218 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Payments of commercial paper, net | — |
| | (50,500 | ) | | — |
| | — |
| | — |
| | (50,500 | ) |
Repayment of debt | — |
| | (250,000 | ) | | — |
| | — |
| | — |
| | (250,000 | ) |
Proceeds from exercise of stock-based compensation awards | 28,558 |
| | — |
| | — |
| | — |
| | — |
| | 28,558 |
|
Repurchase of common stock | (35,697 | ) | | — |
| | — |
| | — |
| | — |
| | (35,697 | ) |
Other, net | — |
| | (1,862 | ) | | — |
| | (20 | ) | | — |
| | (1,882 | ) |
Net cash used in financing activities | (7,139 | ) | | (302,362 | ) | | — |
| | (20 | ) | | — |
| | (309,521 | ) |
| | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | 3,466 |
| | — |
| | 3,466 |
|
| | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | — |
| | (6,532 | ) | | 66,213 |
| | 7,055 |
| | — |
| | 66,736 |
|
Cash and cash equivalents at beginning of period | — |
| | 48,658 |
| | 17,302 |
| | 103,306 |
| | — |
| | 169,266 |
|
Cash and cash equivalents at end of period | $ | — |
| | $ | 42,126 |
| | $ | 83,515 |
| | $ | 110,361 |
| | $ | — |
| | $ | 236,002 |
|
Consolidating Condensed Statement of Cash Flows
Six Months Ended November 30, 2016
(In thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Cintas Corporation | | Corp. 2 | | Subsidiary Guarantors | | Non- Guarantors | | Eliminations | | Cintas Corporation Consolidated |
| | | | | | | | | | | |
Cash flows from operating activities: | |
| | |
| | |
| | |
| | |
| | |
|
Net income | $ | 278,468 |
| | $ | 98,875 |
| | $ | 166,700 |
| | $ | 9,749 |
| | $ | (275,324 | ) | | $ | 278,468 |
|
Adjustments to reconcile net income to net cash provided by operating activities | |
| | |
| | |
| | |
| | |
| | |
|
Depreciation | — |
| | 52,259 |
| | 22,412 |
| | 4,919 |
| | — |
| | 79,590 |
|
Amortization of intangible assets | — |
| | 6,847 |
| | 175 |
| | 438 |
| | — |
| | 7,460 |
|
Stock-based compensation | 39,582 |
| | — |
| | — |
| | — |
| | — |
| | 39,582 |
|
Gain on Shred-it | — |
| | (23,935 | ) | | — |
| | (1,941 | ) | | — |
| | (25,876 | ) |
Deferred income taxes | — |
| | (9,578 | ) | | 5,395 |
| | 350 |
| | — |
| | (3,833 | ) |
Changes in current assets and liabilities, net of acquisitions of businesses: | |
| | |
| | |
| | |
| | |
| | |
|
Accounts receivable, net | — |
| | (36,939 | ) | | (6,813 | ) | | (1,168 | ) | | — |
| | (44,920 | ) |
Inventories, net | — |
| | (14,038 | ) | | 2,871 |
| | (1,593 | ) | | (1,856 | ) | | (14,616 | ) |
Uniforms and other rental items in service | — |
| | 754 |
| | (4,182 | ) | | 511 |
| | (1,398 | ) | | (4,315 | ) |
Prepaid expenses and other current assets | — |
| | 412 |
| | (2,411 | ) | | 47 |
| | — |
| | (1,952 | ) |
Accounts payable | — |
| | 23,367 |
| | (10,857 | ) | | 2,831 |
| | 110 |
| | 15,451 |
|
Accrued compensation and related liabilities | 2,819 |
| | (12,734 | ) | | (8,935 | ) | | (86 | ) | | — |
| | (18,936 | ) |
Accrued liabilities and other | 139,766 |
| | 3,711 |
| | (148,384 | ) | | 41 |
| | — |
| | (4,866 | ) |
Income taxes, current | — |
| | (1,635 | ) | | 1,460 |
| | 659 |
| | — |
| | 484 |
|
Net cash provided by operating activities | 460,635 |
| | 87,366 |
| | 17,431 |
| | 14,757 |
| | (278,468 | ) | | 301,721 |
|
| | | | | | | | | | | |
Cash flows from investing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Capital expenditures | — |
| | (85,207 | ) | | (60,837 | ) | | (9,129 | ) | | — |
| | (155,173 | ) |
Proceeds from redemption of marketable securities | — |
| | — |
| | — |
| | 172,968 |
| | — |
| | 172,968 |
|
Purchase of marketable securities and investments | — |
| | (4,560 | ) | | (28,751 | ) | | (102,692 | ) | | 17,733 |
| | (118,270 | ) |
Proceeds from sale of investment in Shred-it | — |
| | 23,935 |
| | — |
| | 1,941 |
| | — |
| | 25,876 |
|
Acquisitions of businesses, net of cash acquired | — |
| | (7,245 | ) | | — |
| | (10,533 | ) | | — |
| | (17,778 | ) |
Other, net | (460,630 | ) | | 177,446 |
| | 21,190 |
| | 1,591 |
| | 260,735 |
| | 332 |
|
Net cash (used in) provided by investing activities | (460,630 | ) | | 104,369 |
| | (68,398 | ) | | 54,146 |
| | 278,468 |
| | (92,045 | ) |
| | | | | | | | | | | |
Cash flows from financing activities: | |
| | |
| | |
| | |
| | |
| | |
|
Issuance of commercial paper, net | — |
| | 66,000 |
| | — |
| | — |
| | — |
| | 66,000 |
|
Proceeds from issuance of debt | — |
| | — |
| | (2,000 | ) | | 2,000 |
| | — |
| | — |
|
Repayment of debt | — |
| | (250,000 | ) | | — |
| | — |
| | — |
| | (250,000 | ) |
Prepaid short-term debt financing fees | — |
| | (13,495 | ) | | — |
| | — |
| | — |
| | (13,495 | ) |
Proceeds from exercise of stock-based compensation awards | 19,225 |
| | — |
| | — |
| | — |
| | — |
| | 19,225 |
|
Repurchase of common stock | (19,230 | ) | | — |
| | — |
| | — |
| | — |
| | (19,230 | ) |
Other, net | — |
| | (5,572 | ) | | — |
| | — |
| | — |
| | (5,572 | ) |
Net cash (used in) provided by financing activities | (5 | ) | | (203,067 | ) | | (2,000 | ) | | 2,000 |
| | — |
| | (203,072 | ) |
| | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | — |
| | — |
| | — |
| | (2,388 | ) | | — |
| | (2,388 | ) |
| | | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | — |
| | (11,332 | ) | | (52,967 | ) | | 68,515 |
| | — |
| | 4,216 |
|
Cash and cash equivalents at beginning of period | — |
| | 57,893 |
| | 55,392 |
| | 26,072 |
| | — |
| | 139,357 |
|
Cash and cash equivalents at end of period | $ | — |
| | $ | 46,561 |
| | $ | 2,425 |
| | $ | 94,587 |
| | $ | — |
| | $ | 143,573 |
|
CINTAS CORPORATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
BUSINESS STRATEGY
Cintas helps more than one million businesses of all types and sizes, primarily in North America, as well as Latin America, Europe and Asia, get Ready™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best. With products and services including uniforms, floor care, restroom supplies, first aid and safety products, fire extinguishers and testing, and safety and compliance training, Cintas helps customers get Ready for the Workday™.
We are North America’s leading provider of corporate identity uniforms through rental and sales programs, as well as a significant provider of related business services, including entrance mats, restroom cleaning services and supplies, carpet and tile cleaning services, first aid and safety services and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all of our products and services by increasing our penetration at existing customers and by broadening our customer base to include business segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all of its products and services to prospects in all business segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion, especially in our first aid and safety service reportable operating segment and fire protection businesses. Finally, we evaluate strategic acquisitions as opportunities arise.
RESULTS OF OPERATIONS
Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops, and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies and carpet and tile cleaning services are also provided within this operating segment. The First Aid and Safety Services operating segment consists of first aid and safety services. The remainder of Cintas’ business, which consists of Fire Protection Services and its Uniform Direct Sale business, is included in All Other. These operating segments consist of fire protection products and services and the direct sale of uniforms and related items. Revenue and income before income taxes for the three and six months endedNovember 30, 20172019 and 20162018 for the two reportable operating segments and All Other is presented in Note 12 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.”
On March 21,In fiscal 2017, Cintas completed the acquisition of G&K Services, Inc. (G&K) for consideration of approximately $2.1 billion. G&K is now a wholly-owned subsidiary of Cintas that operates withinThe operations acquired in the acquisition have been integrated into the Uniform Rental and Facility Services reportable operating segment. To finance the G&K acquisition, Cintas used a combination of new senior notes, a term loan, other borrowings under its existing credit facility and cash on hand. G&K's results of operations are included in Cintas' consolidated financial statements as of and from the date of acquisition. See Note 9 entitled Acquisitions of “Notes to Consolidated Condensed Financial Statements” for additional information.
During the first quarter of the current fiscal year, Cintas sold a significant business, referred to as "Discontinued Services," and as a result, its operations are classified as discontinued operations for all periods presented. See Note 13 entitled Discontinued Operations of “Notes to Consolidated Condensed Financial Statements” for more information.
Consolidated Results
Three Months EndedNovember 30, 20172019 Compared to Three Months EndedNovember 30, 20162018
Total revenue increased 26.4%7.3% for the three months ended November 30, 20172019 over the same period in the prior fiscal year, from $1,271.1$1,718.3 million to $1,606.4$1,843.7 million. Revenue also increased organically by 7.7%7.3% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations.
Total revenue was positively impacted by 0.3%0.1% due to acquisitions and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations and by 18.4% due to acquisitions, primarily the acquisition of G&K.fluctuations.
Uniform Rental and Facility Services reportable operating segment revenue increased 30.8%5.7% for the three months ended November 30, 20172019 over the same period in the prior fiscal year, from $1,000.0$1,390.8 million to $1,308.0$1,470.0 million. Revenue increased organically by 7.3%5.8%. Revenue growth was positively impacted 23.2% due to acquisitions, primarily G&K. Foreign currency exchange rate fluctuations positively impacted growth by 0.3%. Growth was driven by many factors includinga result of new business, sold by sales representatives,the penetration of additional products and services into existing customers and strong customer retention.price increases, partially offset by lost business. New business growth resulted from an increase in the number and productivity of sales representatives. Generally, sales productivity improvements are due to increased tenure and improved training, which produce a higher number of products and services sold. Revenue growth was negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 10.1%14.1% for the three months ended November 30, 20172019, compared to the same period in the prior fiscal year, from $271.1$327.5 million to $298.4 million.$373.8 million. Revenue increased organically by 9.2%13.7%. Revenue growth was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and by 0.7%0.4% due to growth derived through acquisitions primarily in our First Aid and Safety Services reportable operating segment and our Fire Protection business, which is included in All Other.Other and our First Aid and Safety Services reportable operating segment.
Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other ancillary items. Cost of uniform rental and facility services increased $172.5$23.8 million, or 31.3%3.1%, for the three months ended November 30, 2017,2019, compared to the three months ended November 30, 2016.2018. This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume, including the newly acquired G&K sales volume.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, uniforms, and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other increased $11.8 million, or 7.6%, for the three months ended November 30, 2017, compared to the three months ended November 30, 2016. The increase was primarily due to higher sales volume in the First Aid and Safety Services reportable operating segment and All Other.
Selling and administrative expenses increased $106.7 million, or 29.5%, for the three months ended November 30, 2017, compared to the same period in the prior fiscal year. The increase was due to higher sales volume, increased labor and other employee-partner related expenses as a result of the acquisition of G&K, increased amortization expense related to intangible assets acquired as a result of the G&K acquisition and increased costs related to investments in a new enterprise resource planning system. Operating income for the three months ended November 30, 2017 was negatively impacted by $13.1 million of transaction and integration expenses incurred in connection with the G&K acquisition. For the three months ended November 30, 2017, the after-tax effect of these transaction and integration expenses represents a negative impact of $0.07 per share on diluted earnings per share.
Net interest expense (interest expense less interest income) was $28.8 million for the three months ended November 30, 2017, compared to $13.2 million for the three months ended November 30, 2016. The increase was primarily due to the additional debt issued to finance the G&K acquisition.
Cintas’ effective tax rate for continuing operations was 33.3% and 34.9% for the three months ended November 30, 2017 and 2016, respectively. The effective tax rate for both periods was largely impacted by certain discrete items (primarily the tax accounting for stock-based compensation).
Net income from continuing operations for the three months ended November 30, 2017 increased $15.8 million, or 12.9%, compared to the three months ended November 30, 2016. Diluted earnings per share from continuing operations was $1.24 for the three months ended November 30, 2017, which was an increase of 10.7% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations.
Uniform Rental and Facility Services Reportable Operating Segment
Three Months Ended November 30, 2017 Compared to Three Months EndedNovember 30, 2016
Uniform Rental and Facility Services reportable operating segment revenue increased from $1,000.0 million to $1,308.0 million, or 30.8%, for the three months ended November 30, 2017, over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased $172.5 million, or 31.3%. Revenue increased organically by 7.3%. The reportable operating segment’s gross margin was $584.1 million, or 44.7% of revenue. The gross margin was 20 basis points lower than the prior fiscal year’s second quarter gross margin of 44.9%. The decrease was driven by the recent G&K acquisition, which has lower margins than our legacy Cintas margins.
Selling and administrative expenses increased $99.0 million to 28.1% of revenue, compared to 26.8% in the second quarter of the prior fiscal year. This increase in expense was due primarily to increased labor and employee-partner related expenses incurred as a result of the G&K acquisition, increased amortization expense related to intangibles acquired as a result of the G&K acquisition and an investment in an enterprise resource planning system.
Income before income taxes increased $26.9 million, or 15.2%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended November 30, 2017 compared to the same period in the prior fiscal year. Income before income taxes was 15.6% of the reportable operating segment’s revenue, which was a 210 basis point decrease compared to the second quarter of the prior fiscal year of 17.7%. This decrease was due to the increase in selling and administrative expenses, as previously discussed, and the G&K transaction and integration expenses incurred during the quarter, which had a 70 basis point impact.
First Aid and Safety Services Reportable Operating Segment
Three Months Ended November 30, 2017 Compared to Three Months Ended November 30, 2016
First Aid and Safety Services reportable operating segment revenue increased from $124.8 million to $139.1 million, or 11.5%, for the three months ended November 30, 2017 over the same period in the prior fiscal year. Revenue increased organically by 10.8% as a result of increased sales volume. Total revenue was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and by 0.5% due to acquisitions in the three months ended November 30, 2017 compared to the three months ended November 30, 2016. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention.
Cost of first aid and safety services increased $6.6 million, or 9.8%, for the three months ended November 30, 2017, over the three months ended November 30, 2016, due to higher sales volume. The gross margin as a percent of revenue was 46.9% for the quarter ended November 30, 2017, which is an increase of 80 basis points compared to the gross margin as a percent of revenue of 46.1% in the same period of the prior fiscal year. The increase was driven primarily by improved sourcing, leveraging of existing warehouses and optimization of delivery routes.
Selling and administrative expenses increased $4.5 million compared to the same quarter in the prior fiscal year. The increase was due primarily to increased labor. Selling and administrative expenses as a percent of revenue improved to 34.0% compared to 34.3% in the second quarter of the prior fiscal year. The decrease in selling and administrative expenses as a percent to revenue was due to revenue growing at a faster pace than labor and employee-partner related expenses.
Income before income taxes for the First Aid and Safety Services reportable operating segment increased $3.2 million to $18.0 million for the three months ended November 30, 2017, compared to the same period in the prior fiscal year, due to the previously discussed growth in revenue, improvement in the gross margin percentage and improvement in selling and administrative expenses as a percent to revenue. Income before income taxes, at 12.9% of the reportable operating segment’s revenue, was a 110 basis point increase compared to the same quarter last fiscal year due to the reasons previously mentioned.
Consolidated Results
Six Months Ended November 30, 2017 Compared to Six Months Ended November 30, 2016
Total revenue increased 26.8% for the six months ended November 30, 2017 over the same period in the prior fiscal year, from $2,537.7 million to $3,217.9 million. Revenue increased organically by 8.0% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations. Total revenue was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and by 18.6% due to acquisitions, primarily the acquisition of G&K.
Uniform Rental and Facility Services reportable operating segment revenue increased 31.4% for the six months ended November 30, 2017 over the same period in the prior fiscal year, from $1,994.3 million to $2,619.8 million. Revenue increased organically by 7.7%. Revenue growth was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and 23.5% due to acquisitions, primarily the acquisition of G&K. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 10.1% for the six months ended November 30, 2017 compared to the same period in the prior fiscal year, from $543.4 million to $598.1 million. Revenue increased organically by 9.0%. Revenue growth was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and by 0.9% due to growth derived through acquisitions in our First Aid and Safety Services reportable operating segment and our Fire Protection business, which is included in All Other.
Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other ancillary items. Cost of uniform rental and facility services increased $342.2 million, or 31.4%, for the six months ended November 30, 2017, compared to the six months ended November 30, 2016. This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume, including the newly acquired G&K sales volume.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, uniforms, and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other increased $23.9$24.4 million, or 7.8%13.4%, for the sixthree months ended November 30, 2017,2019, compared to the sixthree months ended November 30, 2016.2018. The increase was primarily due to higher sales volume in the First Aid and Safety Services reportable operating segment and All Other.
Selling and administrative expenses increased $223.2$26.3 million, or 30.5%,but decreased as a percent of revenue to 28.1% for the sixthree months ended November 30, 2017,2019, compared to 28.6% for the same period in the prior fiscal year. The increasedecrease as a percent of revenue was due to higher sales volume, increasedefficiencies in labor and other employee-partner related expenses as a result of the acquisition of G&K, increased amortization expense related to intangible assets acquired as a result of the G&K acquisition and increased costs related to investments in a new enterprise resource planning system. expenses.
Operating income was $334.5 million for the sixthree months ended November 30, 20172019, compared to $275.6 million for the three months ended November 30, 2018. Operating income was positively impacted by higher sales and lower cost of sales as a percent to revenue for the three months ended November 30, 2019. Operating income in the three months ended November 30, 2018 was negatively impacted by $17.0$7.8 million of transaction and integration expenses incurred in connection with the G&K acquisition. For the six months ended November 30, 2017, theThe after-tax effect of these transaction and integration expenses representswas a negative impact of $0.10$0.05 per share on diluted earnings per share.
During the three months ended November 30, 2018, Cintas sold a cost method investment for $73.3 million, resulting in a pre-tax gain of $69.4 million. For the three months ended November 30, 2018, the after-tax effect of the gain represents a positive impact of $0.47 per share on diluted earnings per share.
Net interest expense (interest expense less interest income) was $58.9$25.9 million for the sixthree months ended November 30, 2017,2019, compared to $27.3$24.5 million for the sixthree months ended November 30, 2016.2018. The increase was primarily due to interest paid on commercial paper borrowings and a term loan during the additional debt issued to finance the G&K acquisition.three months ended November 30, 2019.
Cintas’ effective tax rate for continuing operations was 29.8%20.1% and 31.5%24.2% for the sixthree months ended November 30, 20172019 and 2016,2018, respectively. The effective tax rate forin both periods was largely impacted by certain discrete items, (primarilyprimarily the tax accounting for stock-based compensation).compensation.
Net income from continuing operations for the sixthree months ended November 30, 20172019 increased $40.7$3.4 million, or 15.8%1.4%, compared to the sixthree months ended November 30, 2016.2018. Diluted earnings per share from continuing operations was $2.69$2.27 for the sixthree months ended November 30, 2017,2019, which was an increase of 14.0%4.1% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations.
Uniform Rental and Facility Services Reportable Operating Segment
SixThree Months Ended November 30, 20172019 Compared to SixThree Months Ended November 30, 20162018
Uniform Rental and Facility Services reportable operating segment revenue increased from $1,994.3$1,390.8 million to $2,619.8$1,470.0 million, or 31.4%5.7%, for the sixthree months ended November 30, 2017,2019, over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased $342.2$23.8 million, or 31.4%3.1%. Revenue increased organically by 7.7%5.8%. The reportable operating segment’s gross margin was $1,189.0$685.0 million, or 45.4%46.6% of revenue, which was the samerevenue. The gross margin aswas 130 basis points higher than the prior year's first halffiscal year’s second quarter gross margin.margin of 45.3%. The increase in gross margin as a percent to revenue was a result of new business solddriven by sales representatives, penetration of additional products and services into existing customersthe increase in revenue and continuous improvementimprovements in process efficiency that was offset by lower margin business attributed to the recent G&K acquisition.efficiency.
Selling and administrative expenses increased $211.4$19.8 million to 28.6%but decreased as a percent of revenue to 27.1%, compared to 27.0%27.2% in the first six monthssecond quarter of the prior fiscal year. This increaseThe decrease as a percent of revenue was primarily due to efficiencies in expense was due primarily to increased labor and employee-partner related expenses incurred as a result of the G&K acquisition, increased amortization expense related to intangibles acquired as a result of the G&K acquisition and an investment in an enterprise resource planning system.expenses.
Income before income taxes increased $61.0$43.5 million, or 16.9%17.9%, for the Uniform Rental and Facility Services reportable operating segment for the sixthree months ended November 30, 20172019 compared to the same period in the prior fiscal year. Income before income taxes was 16.1%19.5% of the reportable operating segment’s revenue, which was a 200 basis point decreaseincrease compared to the first halfsecond quarter of the prior fiscal year of 18.1%17.5%. This decreaseincrease was primarily due to the increase in sellingsales and administrative expenses, as previously discussed,gross margin and the elimination of G&K transaction and integration expenses incurred during the quarter, which had a 40 basis point impact.expenses.
First Aid and Safety Services Reportable Operating Segment
SixThree Months Ended November 30, 20172019 Compared to SixThree Months Ended November 30, 20162018
First Aid and Safety Services reportable operating segment revenue increased from $249.6$153.3 million to $279.7$169.7 million, or 12.0%10.6%, for the sixthree months ended November 30, 20172019, over the same period in the prior fiscal year. Revenue also increased organically by 11.4% as a result of increased sales volume. Total revenue was positively impacted by 0.6% due to acquisitions in the six months ended November 30, 2017 compared to the six months ended November 30, 2016.10.6%. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention.
Cost of first aid and safety services increased $12.7$7.9 million, or 9.4%9.9%, for the sixthree months ended November 30, 2017,2019, over the sixthree months ended November 30, 2016,2018, due to higher sales volume. The gross margin as a percent of revenue was 47.2%48.4% for the six monthsquarter ended November 30, 2017,2019, which iswas an increase of 13040 basis points compared to the gross margin as a percent of revenue of 45.9%48.0% in the same period of the prior fiscal year. The increase was driven primarily by improved sourcing, leveraging of existing warehouses and optimization of delivery routes, as a result of the ZEE Medical Inc. (ZEE) acquisition.routes.
Selling and administrative expenses increased $6.3$5.1 million, compared to the first half of the prior fiscal year. The increase was due primarily to increased labor. Selling and administrative expensesbut decreased as a percent of revenue improved to 33.8%33.9%, compared to 35.4%34.1% in the first halfsecond quarter of the prior fiscal year. The decrease in selling and administrative expenses as a percent toof revenue was primarily due to revenue growing at a faster pace thanefficiencies in labor and employee-partner related expenses as a result of the ZEE acquisition.expenses.
Income before income taxes for the First Aid and Safety Services reportable operating segment increased $11.1$3.3 million to $37.4$24.6 million for the sixthree months ended November 30, 2017,2019, compared to the same period in the prior fiscal year, due to the previously discussed growth in revenue theand improvement in the gross margin percentage and the decrease in selling and administrative expenses as a percent to revenue.percentage. Income before income taxes, at 13.4%14.5% of the reportable operating segment’s revenue, was a 29060 basis point increase compared to the same quarter of the prior fiscal year due to the reasons previously mentioned.
Consolidated Results
Six Months Ended November 30, 2019 Compared to Six Months Ended November 30, 2018
Total revenue increased 7.0% for the six months ended November 30, 2019, over the same period in the prior fiscal year, from $3,416.2 million to $3,654.9 million. Revenue increased organically by 7.8% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions, foreign currency exchange rate fluctuations and workday differences. Total revenue was positively impacted by 0.1% due to acquisitions and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations and negatively impacted by 0.8% due to one less workday in the six months ended November 30, 2019, compared to the six months ended November 30, 2018.
Uniform Rental and Facility Services reportable operating segment revenue increased 5.7% for the six months ended November 30, 2019, over the same period in the prior fiscal year, from $2,765.7 million to $2,924.5 million. Revenue increased organically by 6.6%. Revenue growth was a result of new business, the penetration of additional products
and services into existing customers and price increases, partially offset by lost business. New business growth resulted from an increase in the number and productivity of sales representatives. Generally, sales productivity improvements are due to increased tenure and improved training, which produce a higher number of products and services sold. Revenue growth was negatively impacted by 0.1% due to foreign currency exchange rate fluctuations and negatively impacted by 0.8% due to one less workday in the six months ended November 30, 2019, compared to the six months ended November 30, 2018.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 12.3% for the six months ended November 30, 2019 compared to the same period in the prior fiscal year, from $650.5 million to $730.4 million. Revenue increased organically by 12.7%. Revenue growth was positively impacted by 0.4% due to growth derived through acquisitions primarily in our Fire Protection business, which is included in All Other and our First Aid and Safety Services reportable operating segment. Total revenue was negatively impacted by 0.8% due to one less workday in the six months ended November 30, 2019, compared to the six months ended November 30, 2018.
Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other ancillary items. Cost of uniform rental and facility services increased $46.0 million, or 3.1%, for the six months ended November 30, 2019, compared to the six months ended November 30, 2018. This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, uniforms, and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other increased $40.9 million, or 11.4%, for the six months ended November 30, 2019, compared to the six months ended November 30, 2018. The increase was primarily due to higher sales volume in the First Aid and Safety Services reportable operating segment and All Other.
Selling and administrative expenses increased $64.6 million, or 6.5%, but decreased as a percent of revenue from 29.2% to 29.0% for the six months ended November 30, 2019, compared to the same period in the prior fiscal year. The majority of the increase was due to higher employee-partner related expenses, particularly medical expense.
Operating income was $640.6 million for the six months ended November 30, 2019, compared to $540.9 million for the six months ended November 30, 2018. Operating income was positively impacted by higher sales and lower cost of sales as a percent to revenue for the six months ended November 30, 2019. Operating income in the six months ended November 30, 2018 was negatively impacted by $12.7 million of integration expenses incurred in connection with the G&K acquisition. The after-tax effect of these integration expenses was a negative impact of $0.09 per share on diluted earnings per share.
During the six months ended November 30, 2018, Cintas sold a cost method investment for $73.3 million, resulting in a pre-tax gain of $69.4 million. For the six months ended November 30, 2018, the after-tax effect of the gain represents a positive impact of $0.47 per share on diluted earnings per share.
Net interest expense (interest expense less interest income) was $53.1 million for the six months ended November 30, 2019, compared to $48.3 million for the six months ended November 30, 2018. The increase was primarily due to interest paid on commercial paper borrowings and a term loan during the six months ended November 30, 2019.
Cintas’ effective tax rate for continuing operations was 15.4% and 18.9% for the six months ended November 30, 2019 and 2018, respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting for stock-based compensation.
Net income from continuing operations for the six months ended November 30, 2019 increased $41.7 million, or 9.2%, compared to the six months ended November 30, 2018. Diluted earnings per share from continuing operations was $4.60 for the six months ended November 30, 2019, which was an increase of 13.0% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations.
Uniform Rental and Facility Services Reportable Operating Segment
Six Months Ended November 30, 2019 Compared to Six Months Ended November 30, 2018
Uniform Rental and Facility Services reportable operating segment revenue increased from $2,765.7 million to $2,924.5 million, or 5.7%, for the six months ended November 30, 2019, over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased $46.0 million, or 3.1%. Revenue increased organically by 6.6%. The reportable operating segment’s gross margin was $1,370.9 million, or 46.9% of revenue. The gross margin was 140 basis points higher than the first six months of the prior fiscal year’s gross margin of 45.5%. The increase in gross margin as a percent to revenue was driven by the increase in revenue and continuous improvements in process efficiency.
Selling and administrative expenses increased $44.5 million, but remained the same as a percent of revenue at 27.9%, for both the six months ended November 30, 2019 and 2018. The increase was primarily due to higher labor and employee-partner related expenses, particularly medical expense, as a percent of revenue.
Income before income taxes increased $80.9 million, or 17.1%, for the Uniform Rental and Facility Services reportable operating segment for the six months ended November 30, 2019, compared to the same period in the prior fiscal year. Income before income taxes was 19.0% of the reportable operating segment’s revenue, which was a 180 basis point increase compared to the first six months of the prior fiscal year of 17.2%. This increase was primarily due to the increase in sales and gross margin and the elimination of G&K integration expenses.
First Aid and Safety Services Reportable Operating Segment
Six Months Ended November 30, 2019 Compared to Six Months Ended November 30, 2018
First Aid and Safety Services reportable operating segment revenue increased from $306.8 million to $341.8 million, or 11.4%, for the six months ended November 30, 2019, over the same period in the prior fiscal year. Revenue increased organically by 12.2% as a result of increased sales volume. Revenue growth was positively impacted by 0.1% due primarily to growth derived through acquisitions and was negatively impacted by 0.9% due to one less workday in the six months ended November 30, 2019, compared to the six months ended November 30, 2018. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention.
Cost of first aid and safety services increased $15.8 million, or 9.9%, for the six months ended November 30, 2019, over the six months ended November 30, 2018, due to higher sales volume. The gross margin as a percent of revenue was 48.7% for the six months ended November 30, 2019, which was an increase of 70 basis points compared to the gross margin as a percent of revenue of 48.0% in the same period of the prior fiscal year. The increase was driven primarily by improved sourcing, leveraging of existing warehouses and optimization of delivery routes.
Selling and administrative expenses increased $13.1 million, and increased as a percent of revenue to 34.2%, compared to 33.9% in the first six months of the prior fiscal year. The increase was primarily due to higher labor and employee-partner related expenses, particularly medical expense, as a percent of revenue.
Income before income taxes for the First Aid and Safety Services reportable operating segment increased $6.1 million to $49.4 million for the six months ended November 30, 2019, compared to the same period in the prior fiscal year, due to the previously discussed growth in revenue and improvement in the gross margin percentage. Income before income taxes, at 14.5% of the reportable operating segment’s revenue, was a 40 basis point increase compared to the same period lastof the prior fiscal year due to the reasons previously mentioned.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
The following is a summary of our cash flows and cash and cash equivalents and marketable securities as of and for the six months ended November 30, 20172019 and 2016:2018:
| | (In thousands) | 2017 | | 2016 | 2019 | | 2018 |
| | | | | | |
Net cash provided by operating activities | $ | 379,009 |
| | $ | 301,721 |
| $ | 571,351 |
| | $ | 344,567 |
|
Net cash used in investing activities | $ | (6,218 | ) | | $ | (92,045 | ) | $ | (131,673 | ) | | $ | (86,640 | ) |
Net cash used in financing activities | $ | (309,521 | ) | | $ | (203,072 | ) | $ | (309,992 | ) | | $ | (307,379 | ) |
| | | | | | |
Cash and cash equivalents at the end of the period | $ | 236,002 |
| | $ | 143,573 |
| $ | 226,535 |
| | $ | 88,479 |
|
Marketable securities at the end of the period | $ | 22,732 |
| | $ | — |
| |
Cash and cash equivalents and marketable securities as of November 30, 20172019 and 20162018 include $133.1$47.9 million and $94.6$30.9 million, respectively, that is located outside of the United States. We expect to use these amounts to fund our international operations and international expansion activities.
Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as the repurchase of our common stock and payment of long-term debt.
Net cash provided by operating activities was $379.0$571.4 million for the six months ended November 30, 2017,2019, an increase of $77.3$226.8 million compared to the six months ended November 30, 2016.2018. The increase was primarily the result of higherincreased net income offset byand favorable changes in working capital.capital, specifically accounts receivable, inventories and accounts payable.
Net cash used in investing activities includes capital expenditures, purchases of investments, proceeds from the sale of businessesassets and cost method investments and cash paid for acquisitions of businesses. Capital expenditures were $132.5$126.2 million and $155.2$137.6 million for the six months ended November 30, 20172019 and 2016,2018, respectively. Capital expenditures in fiscal 20182020 primarily relate to expansion efforts in the Uniform Rental and Facility Services reportable operating segment, representing $111.4$101.7 million of the current fiscal year amount. Cash paid for acquisitions of businesses was $1.1$6.6 million and $17.8 million for both the six months ended November 30, 20172019 and 2016, respectively.2018. The acquisitions during the six months ended November 30, 20172019 occurred in our Uniform Rental and Facility Services reportable operating segment, First Aid and Safety Services reportable operating segment and our Fire Protection business, which is included in All Other. ForAlso, during the six months ended November 30, 2017, investing activities included2019, the Company received proceeds of $127.8$13.3 million related tofrom the sale of Discontinued Services.assets and during the six months ended November 30, 2018, received proceeds of $73.3 million from the sale of a cost method investment. Net cash used in investing activities also includes net proceeds$10.1 million and $14.1 million from purchases of investments during the six months ended November 30, 2019 and redemptions of marketable securities and investments of $0.42018, respectively.
Net cash used in financing activities was $310.0 million and $54.7$307.4 million for the six months ended November 30, 20172019 and 2016, respectively.
Net cash used in financing activities was $309.5 million and $203.1 million for the six months endedNovember 30, 2017 and 2016,2018, respectively. On August 4, 2015,2, 2016, we announced that the Board of Directors authorized a $500.0 million share buyback program.program, which did not have an expiration date. During the six months ended November 30, 2016,2018, under the August 4, 2015 share buyback2, 2016 plan, we purchased 0.1 million shares at an average price of $94.11 per share for a total purchase price of $3.7 million. This completed the August 4, 2015 program through which Cintas purchased a total of 5.72.1 million shares of Cintas common stock at an average price of $87.89$192.55 for a total purchase price of $500.0 million. On$410.0 million, which completed the August 2, 2016 buyback program. On October 30, 2018, we announced that the Board of Directors authorized a $1.0 billion share buyback program, which does not have an expiration date. During the six months ended November 30, 2019, under the October 30, 2018 program, we purchased 0.8 million shares of Cintas common stock at an average price of $230.66 for a total purchase price of $193.1 million. Additionally, on October 29, 2019, we announced that the Board of Directors authorized a new $500.0 million$1.0 billion share buyback program, which does not have an expiration date. As of November 30, 2017,There have been no share buybacks have occurred under this new share buyback program. In the August 2, 2016 program andperiod subsequent to November 30, 2019, through January 9, 2020, there were no share buybacks under this program subsequent to Novembereither share buyback program. From the inception of the October 30, 20172018 share buyback plan through January 5, 2018.9, 2020, Cintas has purchased a total of 3.5 million shares of Cintas common stock at an average price of $209.82 for a total purchase price of $736.5 million. In addition, for the six months ended November 30, 2017,2019, Cintas acquired 0.3 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the six months ended November 30, 2017.2019. These shares were acquired at an average price of $129.01$260.89 per share for a total purchase price of $35.7$65.7 million.
During the six months ended November 30, 2016,2019, Cintas paid $13.5made payments of $112.5 million, in prepaid short term debt financing fees related to bridge loan financing in connection with the entry into the merger agreement among Cintas, G&Knet of commercial paper borrowings, and Bravo Merger Sub, Inc., a wholly-owned subsidiary of Cintas, pursuant to which Cintas would acquire all outstanding shares of G&K for $97.50 per share in cash, for a total enterprise value of approximately $2.1 billion, including acquired net debt.
Duringduring the six months ended November 30, 2017, Cintas made payments of $50.52018, issued $173.5 million, net, onof commercial paper borrowings and paid off the term loan balance of $250.0 million with cash on hand. On June 1, 2016, Cintas paid the $250.0 million aggregate principal amount of five-year senior notes that matured on that date with cash on hand and proceeds from the issuance of commercial paper. On December 1, 2017, in accordance with the terms of the notes, Cintas paid the $300.0 million aggregate principal amount of 6.13% 10-year senior notes that matured on that date with cash on hand and $265.0 million in proceeds from the issuance of commercial paper.borrowings.
The following table summarizes Cintas' outstanding debt:
| | (In thousands) | Interest Rate | | Fiscal Year Issued | | Fiscal Year Maturity | | November 30, 2017 | | May 31, 2017 | Interest Rate | | Fiscal Year Issued | | Fiscal Year Maturity | | November 30, 2019 | | May 31, 2019 |
| | | | | | | | | | |
Debt due within one year | | | | | | | | | | |
Senior notes | 6.13 | % | | 2008 | | 2018 | | $ | 300,000 |
| | $ | 300,000 |
| |
Commercial paper | 1.24 | % | (1) | Various | | Various | | — |
| | 50,500 |
| 2.68 | % | (1) | 2019 | | 2020 | | $ | — |
| | $ | 112,500 |
|
Current portion of term loan | 2.00 | % | (1) | 2017 | | 2018 | | — |
| | 12,500 |
| |
Term loan | | 2.44 | % | (2) | 2019 | | 2020 | | 200,000 |
| | 200,000 |
|
Debt issuance costs | | | — |
| | (100 | ) | | | (212 | ) | | (236 | ) |
Total debt due within one year | | | $ | 300,000 |
| | $ | 362,900 |
| | | $ | 199,788 |
| | $ | 312,264 |
|
| | | | | | | | | | |
Debt due after one year | | | | | | | | | | |
Senior notes | 4.30 | % | | 2012 | | 2022 | | $ | 250,000 |
| | $ | 250,000 |
| 4.30 | % | | 2012 | | 2022 | | $ | 250,000 |
| | $ | 250,000 |
|
Senior notes | 2.90 | % | | 2017 | | 2022 | | 650,000 |
| | 650,000 |
| 2.90 | % | | 2017 | | 2022 | | 650,000 |
| | 650,000 |
|
Senior notes | 3.25 | % | | 2013 | | 2023 | | 300,000 |
| | 300,000 |
| 3.25 | % | | 2013 | | 2023 | | 300,000 |
| | 300,000 |
|
Senior notes (3) | | 2.78 | % | | 2013 | | 2023 | | 51,467 |
| | 51,684 |
|
Senior notes (2)(4) | 2.78 | % | | 2013 | | 2023 | | 52,337 |
| | 52,554 |
| 3.11 | % | | 2015 | | 2025 | | 51,805 |
| | 51,973 |
|
Senior notes (3) | 3.11 | % | | 2015 | | 2025 | | 52,476 |
| | 52,645 |
| |
Senior notes | 3.70 | % | | 2017 | | 2027 | | 1,000,000 |
| | 1,000,000 |
| 3.70 | % | | 2017 | | 2027 | | 1,000,000 |
| | 1,000,000 |
|
Senior notes | 6.15 | % | | 2007 | | 2037 | | 250,000 |
| | 250,000 |
| 6.15 | % | | 2007 | | 2037 | | 250,000 |
| | 250,000 |
|
Long-term portion of term loan | 2.00 | % | (1) | 2017 | | 2022 | | — |
| | 237,500 |
| |
Debt issuance costs | | | (20,591 | ) | | (22,075 | ) | | | (14,666 | ) | | (16,150 | ) |
Total debt due after one year | | | $ | 2,534,222 |
| | $ | 2,770,624 |
| | | $ | 2,538,606 |
| | $ | 2,537,507 |
|
Cintas has certain covenants related to debt agreements. These covenants limit our ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets. These covenants also require Cintas to maintain certain debt to earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. As of November 30, 2017,2019, Cintas was in compliance with all debt covenants.
Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future in view of our favorable experiences in the debt markets in the recent past. Our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of November 30, 2017,2019, our ratings were as follows:
In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected. In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above. The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.
To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, obligations under capital leases due in one year, long-term debt and long-term obligations under capital leases.
This Quarterly Report on Form 10-Q contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “target,” “forecast,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used. Such statements are based upon current expectations of Cintas and speak only as of the date made. You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report. Factors that might cause such a difference include, but are not limited to, risks inherent with the G&K transaction in the achievement of cost synergies and the timing thereof, including whether the transaction will be accretive and within the expected timeframe and the actual amounts of future transaction and integration expenses; the possibility of greater than anticipated operating costs including energy and fuel costs; lower sales volumes; loss of customers due to outsourcing trends; the performance and costs of integration of acquisitions, including G&K; fluctuations in costs of materials and labor including increased medical costs; costs and possible effects of union organizing activities; failure to comply with government regulations concerning employment discrimination, employee pay and benefits and employee health and safety; the effect on operations of exchange rate fluctuations, tariffs and other political, economic and regulatory risks; uncertainties regarding any existing or newly-discovered expenses and liabilities related to environmental compliance and remediation; the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002; the effect of new accounting pronouncements; costs of our SAP system implementation; disruptions caused by the inaccessibility of computer systems data, including cybersecurity risks; the initiation or outcome of litigation, investigations or other proceedings; higher assumed sourcing or distribution costs of products; the disruption of operations from catastrophic or extraordinary events, including the negative impacts from hurricanes Harvey and Irma;events; the amount and timing of repurchases of our common stock, if any; changes in federal and state tax and labor laws; and the reactions of competitors in terms of price and service. Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 20172019 and in our reports on Forms 10-Q and 8-K. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us, or that we currently believe to be immaterial, may also harm our business.