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CINTAS CORP - Quarter Report: 2017 November (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
( X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2017
 OR 
(    )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                         to                                        
 
Commission file number 0-11399
 
CINTAS CORPORATION
(Exact name of Registrant as specified in its charter)
 
WASHINGTON
 
31-1188630
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
6800 CINTAS BOULEVARD
P.O. BOX 625737
CINCINNATI, OHIO 45262-5737
(Address of principal executive offices)(Zip Code)
 
(513) 459-1200
(Registrant’s telephone number, including area code)
 
Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   ü   No  _   
 
Indicate by checkmark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes   ü   No   _  
 
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer   ü          Accelerated Filer   _             Non-Accelerated Filer    _ 
Smaller Reporting Company   _         Emerging Growth Company    _     (Do not check if a smaller reporting company)
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  _   

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes      No     ü  
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding December 31, 2017
Common Stock, no par value
 
106,488,799




CINTAS CORPORATION
TABLE OF CONTENTS

Part I.
Financial Information
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three and Six Months Ended November 30, 2017 and 2016
 
 
 
 
 
 
 
 
Three and Six Months Ended November 30, 2017 and 2016
 
 
 
 
 
 
 
 
November 30, 2017 and May 31, 2017
 
 
 
 
 
 
 
 
    Six Months Ended November 30, 2017 and 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2



CINTAS CORPORATION
ITEM 1. FINANCIAL STATEMENTS.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)

 
Three Months Ended
 
Six Months Ended
 
November 30,
2017
 
November 30,
2016
 
November 30,
2017
 
November 30,
2016
Revenue:
 

 
 

 
 
 
 
Uniform rental and facility services
$
1,308,038

 
$
1,000,015

 
$
2,619,822

 
$
1,994,297

Other
298,403

 
271,062

 
598,122

 
543,430

 
1,606,441

 
1,271,077

 
3,217,944

 
2,537,727

Costs and expenses:
 

 
 

 
 
 
 
Cost of uniform rental and facility services
723,960

 
551,498

 
1,430,823

 
1,088,595

Cost of other
166,112

 
154,361

 
331,399

 
307,487

Selling and administrative expenses
468,084

 
361,415

 
954,367

 
731,118

G&K Services, Inc. transaction and
    integration expenses
13,074

 
3,347

 
17,045

 
6,134

 
 
 
 
 
 
 
 
Operating income
235,211

 
200,456

 
484,310

 
404,393

 
 
 
 
 
 
 
 
Interest income
(291
)
 
(31
)
 
(588
)
 
(96
)
Interest expense
29,129

 
13,267

 
59,446

 
27,439

 
 
 
 
 
 
 
 
Income before income taxes
206,373


187,220


425,452


377,050

Income taxes
68,636

 
65,270

 
126,607

 
118,892

Income from continuing operations
137,737

 
121,950

 
298,845

 
258,158

(Loss) income from discontinued operations,
     net of tax benefit of $624 and tax expense of
     $9,851, $41,103 and $10,992, respectively
(628
)
 
18,427

 
55,475

 
20,310

Net income
$
137,109

 
$
140,377


$
354,320


$
278,468

 
 
 
 
 
 
 
 
Basic earnings (loss) per share:
 
 
 
 
 
 
 
Continuing operations
$
1.27

 
$
1.15

 
$
2.77

 
$
2.42

Discontinued operations
(0.01
)
 
0.17

 
0.51

 
0.19

Basic earnings per share
$
1.26

 
$
1.32


$
3.28


$
2.61

 
 
 
 
 
 
 
 
Diluted earnings (loss) per share:
 
 
 
 
 
 
 
Continuing operations
$
1.24

 
$
1.12

 
$
2.69

 
$
2.36

Discontinued operations
(0.01
)
 
0.17

 
0.50

 
0.19

Diluted earnings per share
$
1.23


$
1.29


$
3.19


$
2.55

 
 
 
 
 
 
 
 
Dividends declared per share
$
1.62

 
$
1.33

 
$
1.62

 
$
1.33

 

See accompanying notes.

3



CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)

 
Three Months Ended
 
Six Months Ended
 
November 30, 2017
 
November 30, 2016
 
November 30, 2017
 
November 30, 2016
 
 
 
 
 
 
 
 
Net income
$
137,109

 
$
140,377

 
$
354,320

 
$
278,468

 
 
 
 
 
 
 
 
Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(11,374
)
 
(7,650
)
 
23,810

 
(7,535
)
Change in fair value of cash flow hedges

 
26,390

 

 
14,353

Amortization of interest rate lock agreements
(172
)
 
385

 
(344
)
 
770

Change in fair value of available-for-sale securities
(20
)
 
1

 

 

 
 
 
 
 
 
 
 
Other comprehensive (loss) income
(11,566
)
 
19,126

 
23,466

 
7,588

 
 
 
 
 
 
 
 
Comprehensive income
$
125,543

 
$
159,503

 
$
377,786

 
$
286,056


See accompanying notes.







4



CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except share data)
 
November 30,
2017
 
May 31,
2017
 
(Unaudited)
 
 

ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
236,002

 
$
169,266

Marketable securities
22,732

 
22,219

Accounts receivable, net
763,555

 
736,008

Inventories, net
272,830

 
278,218

Uniforms and other rental items in service
674,572

 
635,702

Income taxes, current
35,700

 
44,320

Prepaid expenses and other current assets
38,058

 
30,132

Assets held for sale

 
38,613

Total current assets
2,043,449

 
1,954,478

 
 
 
 
Property and equipment, net
1,353,159

 
1,323,501

 
 
 
 
Investments
175,663

 
164,788

Goodwill
2,811,796

 
2,782,335

Service contracts, net
565,574

 
586,988

Other assets, net
29,160

 
31,967

 
$
6,978,801

 
$
6,844,057

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
162,981

 
$
177,051

Accrued compensation and related liabilities
113,430

 
149,635

Accrued liabilities
577,960

 
429,809

Debt due within one year
300,000

 
362,900

Liabilities held for sale

 
11,457

Total current liabilities
1,154,371

 
1,130,852

 
 
 
 
Long-term liabilities:
 

 
 

Debt due after one year
2,534,222

 
2,770,624

Deferred income taxes
539,043

 
469,328

Accrued liabilities
198,132

 
170,460

Total long-term liabilities
3,271,397

 
3,410,412

 
 
 
 
Shareholders’ equity:
 

 
 

Preferred stock, no par value:

 

100,000 shares authorized, none outstanding


 


Common stock, no par value:
600,563

 
485,068

425,000,000 shares authorized
 

 
 

FY 2018:  182,338,749 issued and 106,470,073 outstanding
 

 
 

FY 2017:  180,992,605 issued and 105,400,629 outstanding
 
 
 
Paid-in capital
192,191

 
223,924

Retained earnings
5,349,539

 
5,170,830

Treasury stock:
(3,609,697
)
 
(3,574,000
)
FY 2018:  75,868,676 shares
 

 
 

FY 2017:  75,591,976 shares
 
 
 
Accumulated other comprehensive income (loss)
20,437

 
(3,029
)
Total shareholders’ equity
2,553,033

 
2,302,793

 
$
6,978,801

 
$
6,844,057


See accompanying notes.

5



CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) 
 
Six Months Ended
 
November 30,
2017
 
November 30,
2016
Cash flows from operating activities:
 

 
 

Net income
$
354,320

 
$
278,468

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation
107,578

 
79,590

Amortization of intangible assets
31,261

 
7,460

Stock-based compensation
55,204

 
39,582

Gain on sale of business
(99,060
)
 

Gain on Shred-it

 
(25,876
)
Deferred income taxes
42,162

 
(3,833
)
Change in current assets and liabilities, net of acquisitions of businesses:
 

 
 

Accounts receivable, net
(24,800
)
 
(44,920
)
Inventories, net
2,595

 
(14,616
)
Uniforms and other rental items in service
(33,294
)
 
(4,315
)
Prepaid expenses and other current assets
(18,573
)
 
(1,952
)
Accounts payable
(8,706
)
 
15,451

Accrued compensation and related liabilities
(36,480
)
 
(18,936
)
Accrued liabilities and other
(1,940
)
 
(4,866
)
Income taxes, current
8,742

 
484

Net cash provided by operating activities
379,009

 
301,721

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(132,466
)
 
(155,173
)
Proceeds from redemption of marketable securities
100,259

 
172,968

Purchase of marketable securities and investments
(99,877
)
 
(118,270
)
Proceeds from sale of business
127,835

 

Proceeds from sale of investment in Shred-it

 
25,876

Acquisitions of businesses, net of cash acquired
(1,099
)
 
(17,778
)
Other, net
(870
)
 
332

Net cash used in investing activities
(6,218
)
 
(92,045
)
 
 
 
 
Cash flows from financing activities:
 

 
 

(Payments) issuance of commercial paper, net
(50,500
)
 
66,000

Repayment of debt
(250,000
)
 
(250,000
)
Prepaid short-term debt financing fees

 
(13,495
)
Proceeds from exercise of stock-based compensation awards
28,558

 
19,225

Repurchase of common stock
(35,697
)
 
(19,230
)
Other, net
(1,882
)
 
(5,572
)
Net cash used in financing activities
(309,521
)
 
(203,072
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
3,466

 
(2,388
)
 
 
 
 
Net increase in cash and cash equivalents
66,736

 
4,216

 
 
 
 
Cash and cash equivalents at beginning of period
169,266

 
139,357

 
 
 
 
Cash and cash equivalents at end of period
$
236,002

 
$
143,573


 
See accompanying notes.

6



CINTAS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited) 

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. A summary of our significant accounting policies is presented beginning on page 38 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. 
 
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: 
(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 million and $38.3 million at November 30, 2017 and May 31, 2017, respectively.
 

2.             New Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard 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.

7



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 a contract (i.e., lessees and lessors). The new standard 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 line basis over the term of the lease, respectively. 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. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. Topic 842 supersedes the previous leases standard, Accounting Standards Codification (ASC) 840, "Leases." This guidance is effective for reporting periods beginning after December 15, 2018, however, early adoption is permitted. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Cintas is currently evaluating the impact that ASU 2016-02 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 standard is effective for annual or any interim goodwill impairment tests beginning after December 15, 2019. The adoption of this standard is not expected to have a material 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.             Fair Value Measurements
 
All financial instruments that are measured at fair value on a recurring basis 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
(In thousands)
Level 1
 
Level 2
 
Level 3
 
Fair Value
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
236,002

 
$

 
$

 
$
236,002

Marketable securities:
 
 
 
 
 
 
 
Canadian treasury securities

 
22,732

 

 
22,732

Total assets at fair value
$
236,002

 
$
22,732

 
$

 
$
258,734


8



 
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. 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. All outstanding marketable securities as of November 30, 2017 and May 31, 2017 had contractual maturities due within one year.
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 Company 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.


4.             Investments
 
Investments at November 30, 2017 of $175.7 million include the cash surrender value of insurance policies of $151.3 million, equity method investments of $19.4 million and cost method investments of $5.0 million. Investments at May 31, 2017 of $164.8 million include the cash surrender value of insurance policies of $144.0 million, equity method investments of $15.8 million and cost method investments of $5.0 million.

Investments are generally evaluated for impairment on an annual basis or when indicators of impairment exist. For the six months ended November 30, 2017 and 2016, no impairment losses were recorded.


9



5.             Earnings Per Share
 
The following table sets 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,
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,
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 months ended November 30, 2017, 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.

For the three months ended November 30, 2017 and 2016, options granted to purchase 0.5 million and 0.7 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, 2017 and 2016, options granted to purchase 0.6 million shares of Cintas common stock 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, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have an expiration date. As of 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.

For the six months ended November 30, 2017, 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. These shares were acquired at an average price of $129.01 per share for a total purchase price of $35.7 million.

10



6.             Goodwill, Service Contracts and Other Assets
 
Changes in the carrying amount of goodwill and service contracts for the six months ended November 30, 2017, 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, 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
(In thousands)
Carrying Amount
 
Accumulated Amortization
 
Net
 
 
 
 
 
 
Service contracts
$
917,072

 
$
351,498

 
$
565,574

 
 
 
 
 
 
Noncompete and consulting agreements
$
40,913

 
$
39,588

 
$
1,325

Other
35,711

 
7,876

 
27,835

Total other assets
$
76,624

 
$
47,464

 
$
29,160

 
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 million and $3.2 million for the three months ended November 30, 2017 and 2016, respectively. Amortization expense for service contracts and other assets for continuing operations was $29.8 million and $6.4 million for the six months ended November 30, 2017 and 2016, respectively. Estimated amortization expense for service contracts and other assets excluding any future acquisitions, for each of the next five full fiscal years and thereafter 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.

11



7.             Debt, Derivatives and Hedging Activities
 
Cintas' debt is summarized as follows:
(In thousands)
Interest
 Rate
 
Fiscal Year
Issued
 
Fiscal Year
Maturity
 
November 30,
2017
 
May 31,
2017
 
 
 
 
 
 
 
 
 
 
Debt due within one year
 
 
 
 
 
 
 
 
 
Senior notes
6.13
%
 
2008
 
2018
 
$
300,000

 
$
300,000

Commercial paper
1.24
%
(1) 
Various
 
Various
 

 
50,500

Current portion of term loan
2.00
%
(1) 
2017
 
2018
 

 
12,500

Debt issuance costs
 
 
 
 
 
 

 
(100
)
Total debt due within one year
 
 
 
 
 
 
$
300,000

 
$
362,900

 
 
 
 
 
 
 
 
 
 
Debt due after one year
 
 
 
 
 
 
 
 
 
Senior notes
4.30
%
 
2012
 
2022
 
$
250,000

 
$
250,000

Senior notes
2.90
%
 
2017
 
2022
 
650,000

 
650,000

Senior notes
3.25
%
 
2013
 
2023
 
300,000

 
300,000

Senior notes (2)
2.78
%
 
2013
 
2023
 
52,337

 
52,554

Senior notes (3)
3.11
%
 
2015
 
2025
 
52,476

 
52,645

Senior notes
3.70
%
 
2017
 
2027
 
1,000,000

 
1,000,000

Senior notes
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
)
   Total debt due after one year
 
 
 
 
 
 
$
2,534,222

 
$
2,770,624


(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, 2017 were $2,854.8 million and $2,985.2 million, respectively, and as of May 31, 2017 were $3,156.0 million and $3,296.8 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, Cintas paid the $300.0 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 on September 16, 2016. The amendment increased the capacity of the revolving credit facility from $450.0 million to $600.0 million and added a $250.0 million term loan facility. The existing term loan facility was paid in full as of the first quarter of fiscal 2018. 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 new term loan of up to $250.0 million in the aggregate, subject to customary conditions. The maturity date of the credit agreement is September 15, 2021. As of November 30, 2017, there was no commercial paper outstanding and no borrowings on our revolving credit facility. As of May 31, 2017, there was $50.5 million of commercial paper outstanding with a weighted average interest rate of 1.24% and maturity dates less than 30 days and no 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.


12



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 million for the three months ended November 30, 2017 and an increase to other comprehensive income of $0.4 million for the three months ended November 30, 2016. For the six months ended November 30, 2017 and 2016, the amortization of the cash flow hedges resulted in a decrease to other comprehensive income of $0.3 million and an increase to other comprehensive income of $0.8 million, respectively.

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. Cintas was in compliance with all debt covenants for all periods presented.


8.             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, 2017 and May 31, 2017, recorded unrecognized tax benefits were $18.7 million and $12.6 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.

Cintas’ effective tax rate for continuing operations was 33.3% and 34.9% for the three months ended November 30, 2017 and 2016, respectively. For the six months ended November 30, 2017 and 2016, Cintas' effective tax rate for continuing operations was 29.8% and 31.5%, respectively. The effective tax rate for all periods was largely 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. 



13



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:

14



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


15



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.


16



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.


10. Pension Plans

In conjunction with the acquisition of G&K, 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. Unrecognized differences between actual amounts and estimates based on actuarial assumptions are included in accumulated other comprehensive income in our consolidated condensed balance sheet. 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 pension cost recognized in other comprehensive income for the Pension Plan are as follows:
 
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
)


17



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
 
 
 
 
 
 
 
 
Balance at June 1, 2017
$
(12,726
)
 
$
11,382

 
$
(1,685
)
 
$
(3,029
)
Other comprehensive income before reclassifications
35,184

 

 
20

 
35,204

Amounts reclassified from accumulated other comprehensive income (loss)

 
(172
)
 

 
(172
)
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

(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):
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


18



12.      Segment Information
 
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.

19



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 million and $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.

 

20



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: 




21



Consolidating Condensed Income Statement
Three 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
$

 
$
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



22



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


























23



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
























24



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




25



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



26



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




































27



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




































28



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



























29



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.


30



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.



31



Consolidating Condensed Statement of Cash Flows
Six Months Ended November 30, 2017
(In thousands)

 
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


32



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


33



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 six months ended November 30, 2017 and 2016 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, 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. 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.

34



Consolidated Results
 
Three Months Ended November 30, 2017 Compared to Three Months Ended November 30, 2016
 
Total revenue increased 26.4% for the three months ended November 30, 2017 over the same period in the prior fiscal year, from $1,271.1 million to $1,606.4 million. Revenue increased organically by 7.7% 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% due to foreign currency exchange rate fluctuations and by 18.4% due to acquisitions, primarily the acquisition of G&K.

Uniform Rental and Facility Services reportable operating segment revenue increased 30.8% for the three months ended November 30, 2017 over the same period in the prior fiscal year, from $1,000.0 million to $1,308.0 million. Revenue increased organically by 7.3%. 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 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 three months ended November 30, 2017 compared to the same period in the prior fiscal year, from $271.1 million to $298.4 million. Revenue increased organically by 9.2%. Revenue growth was positively impacted by 0.2% due to foreign currency exchange rate fluctuations and by 0.7% 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 $172.5 million, or 31.3%, for the three months ended November 30, 2017, compared to the three 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 $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.

35



Uniform Rental and Facility Services Reportable Operating Segment
 
Three Months Ended November 30, 2017 Compared to Three Months Ended November 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.


36



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 million, or 7.8%, for the six months ended November 30, 2017, compared to the six 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 $223.2 million, or 30.5%, for the six 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 six months ended November 30, 2017 was negatively impacted by $17.0 million of transaction and integration expenses incurred in connection with the G&K acquisition. For the six months ended November 30, 2017, the after-tax effect of these transaction and integration expenses represents a negative impact of $0.10 per share on diluted earnings per share.

Net interest expense (interest expense less interest income) was $58.9 million for the six months ended November 30, 2017, compared to $27.3 million for the six 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 29.8% and 31.5% for the six 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 six months ended November 30, 2017 increased $40.7 million, or 15.8%, compared to the six months ended November 30, 2016. Diluted earnings per share from continuing operations was $2.69 for the six months ended November 30, 2017, which was an increase of 14.0% 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.

37



Uniform Rental and Facility Services Reportable Operating Segment
 
Six Months Ended November 30, 2017 Compared to Six Months Ended November 30, 2016
 
Uniform Rental and Facility Services reportable operating segment revenue increased from $1,994.3 million to $2,619.8 million, or 31.4%, for the six months ended November 30, 2017, over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased $342.2 million, or 31.4%. Revenue increased organically by 7.7%. The reportable operating segment’s gross margin was $1,189.0 million, or 45.4% of revenue, which was the same gross margin as the prior year's first half gross margin. The increase in gross margin was a result of new business sold by sales representatives, penetration of additional products and services into existing customers and continuous improvement in process efficiency that was offset by lower margin business attributed to the recent G&K acquisition.

Selling and administrative expenses increased $211.4 million to 28.6% of revenue, compared to 27.0% in the first six months 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 $61.0 million, or 16.9%, for the Uniform Rental and Facility Services reportable operating segment for the six months ended November 30, 2017 compared to the same period in the prior fiscal year. Income before income taxes was 16.1% of the reportable operating segment’s revenue, which was a 200 basis point decrease compared to the first half of the prior fiscal year of 18.1%. 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 40 basis point impact.

First Aid and Safety Services Reportable Operating Segment
 
Six Months Ended November 30, 2017 Compared to Six Months Ended November 30, 2016

First Aid and Safety Services reportable operating segment revenue increased from $249.6 million to $279.7 million, or 12.0%, for the six months ended November 30, 2017 over the same period in the prior fiscal year. Revenue 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. 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 million, or 9.4%, for the six months ended November 30, 2017, over the six months ended November 30, 2016, due to higher sales volume. The gross margin as a percent of revenue was 47.2% for the six months ended November 30, 2017, which is an increase of 130 basis points compared to the gross margin as a percent of revenue of 45.9% 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.

Selling and administrative expenses increased $6.3 million compared to the first half of the prior fiscal year. The increase was due primarily to increased labor. Selling and administrative expenses as a percent of revenue improved to 33.8% compared to 35.4% in the first half 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 as a result of the ZEE acquisition.
 
Income before income taxes for the First Aid and Safety Services reportable operating segment increased $11.1 million to $37.4 million for the six months ended November 30, 2017, compared to the same period in the prior fiscal year, due to the growth in revenue, the improvement in the gross margin percentage and the decrease in selling and administrative expenses as a percent to revenue. Income before income taxes, at 13.4% of the reportable operating segment’s revenue, was a 290 basis point increase compared to the same period last fiscal year due to the reasons previously mentioned.


38



LIQUIDITY AND CAPITAL RESOURCES
 
The following is a summary of our cash flows and cash, cash equivalents and marketable securities as of and for the six months ended November 30, 2017 and 2016:
(In thousands)
2017
 
2016
 
 
 
 
Net cash provided by operating activities
$
379,009

 
$
301,721

Net cash used in investing activities
$
(6,218
)
 
$
(92,045
)
Net cash used in financing activities
$
(309,521
)
 
$
(203,072
)
 
 
 
 
Cash and cash equivalents at the end of the period
$
236,002

 
$
143,573

Marketable securities at the end of the period
$
22,732

 
$


Cash, cash equivalents and marketable securities as of November 30, 2017 and 2016 include $133.1 million and $94.6 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 million for the six months ended November 30, 2017, an increase of $77.3 million compared to the six months ended November 30, 2016. The increase was the result of higher net income offset by changes in working capital.
 
Net cash used in investing activities includes capital expenditures, proceeds from the sale of businesses and cash paid for acquisitions of businesses. Capital expenditures were $132.5 million and $155.2 million for the six months ended November 30, 2017 and 2016, respectively. Capital expenditures in fiscal 2018 primarily relate to expansion efforts in the Uniform Rental and Facility Services reportable operating segment, representing $111.4 million of the current year amount. Cash paid for acquisitions of businesses was $1.1 million and $17.8 million for the six months ended November 30, 2017 and 2016, respectively. The acquisitions during the six months ended November 30, 2017 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. For the six months ended November 30, 2017, investing activities included proceeds of $127.8 million related to the sale of Discontinued Services. Net cash used in investing activities also includes net proceeds from purchases and redemptions of marketable securities and investments of $0.4 million and $54.7 million for the six months ended November 30, 2017 and 2016, respectively.
 
Net cash used in financing activities was $309.5 million and $203.1 million for the six months ended November 30, 2017 and 2016, respectively. On August 4, 2015, we announced that the Board of Directors authorized a $500.0 million share buyback program. During the six months ended November 30, 2016, under the August 4, 2015 share buyback 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 5.7 million shares of Cintas common stock at an average price of $87.89 for a total purchase price of $500.0 million. On August 2, 2016, we announced that the Board of Directors authorized a new $500.0 million share buyback program, which does not have an expiration date. As of 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. In addition, for the six months ended November 30, 2017, 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. These shares were acquired at an average price of $129.01 per share for a total purchase price of $35.7 million.

During the six months ended November 30, 2016, Cintas paid $13.5 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&K 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.

39



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 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.

The following table summarizes Cintas' outstanding debt:
(In thousands)
Interest
 Rate
 
Fiscal Year
Issued
 
Fiscal Year
 Maturity
 
November 30,
2017
 
May 31,
 2017
 
 
 
 
 
 
 
 
 
 
Debt due within one year
 
 
 
 
 
 
 
 
 
Senior notes
6.13
%
 
2008
 
2018
 
$
300,000

 
$
300,000

Commercial paper
1.24
%
(1) 
Various
 
Various
 

 
50,500

Current portion of term loan
2.00
%
(1) 
2017
 
2018
 

 
12,500

Debt issuance costs
 
 
 
 
 
 

 
(100
)
Total debt due within one year
 
 
 
 
 
 
$
300,000

 
$
362,900

 
 
 
 
 
 
 
 
 
 
Debt due after one year
 
 
 
 
 
 
 
 
 
Senior notes
4.30
%
 
2012
 
2022
 
$
250,000

 
$
250,000

Senior notes
2.90
%
 
2017
 
2022
 
650,000

 
650,000

Senior notes
3.25
%
 
2013
 
2023
 
300,000

 
300,000

Senior notes (2)
2.78
%
 
2013
 
2023
 
52,337

 
52,554

Senior notes (3)
3.11
%
 
2015
 
2025
 
52,476

 
52,645

Senior notes
3.70
%
 
2017
 
2027
 
1,000,000

 
1,000,000

Senior notes
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
)
   Total debt due after one year
 
 
 
 
 
 
$
2,534,222

 
$
2,770,624

(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%.

The credit agreement that supports our commercial paper program was amended on September 16, 2016. The amendment increased the capacity of the revolving credit facility from $450.0 million to $600.0 million and added a $250.0 million term loan facility. The existing term loan facility was paid in full during the first quarter of fiscal 2018. 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 new term loan of up to $250.0 million in the aggregate, subject to customary conditions. The maturity date of the credit agreement is September 15, 2021. As of November 30, 2017, there was no commercial paper outstanding and no borrowings on our revolving credit facility. As of May 31, 2017, there was $50.5 million of commercial paper outstanding with a weighted average interest rate of 1.24% and maturity dates less than 30 days and no 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 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, Cintas was in compliance with all debt covenants.

40



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, our ratings were as follows:
Rating Agency
 
Outlook
 
Commercial Paper
 
Long-term Debt
 
 
 
 
 
 
 
Standard & Poor’s
 
Stable
 
A-2
 
BBB+
Moody’s Investors Service
 
Stable
 
P-2
 
A3
 
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. 

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. 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 evaluating our reinvestment assertion on all future earnings and profits of our foreign entities. We expect the Act to have a positive impact on our cash flows through a reduction of cash taxes paid.



41



LITIGATION AND OTHER CONTINGENCIES
 
Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position or results of operation of Cintas. 


Forward-Looking Statements
 
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; 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; 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, 2017 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.


42



ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
In our normal operations, Cintas has market risk exposure to interest rates. There has been no material change to this market risk exposure to interest rates from that which was previously disclosed on page 28 of our Annual Report on Form 10-K for the year ended May 31, 2017.
 
Through its foreign operations, Cintas is exposed to foreign currency risk. Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign currency denominated revenue and profit translated into U.S. dollars. The primary foreign currency to which Cintas is exposed is the Canadian dollar. 
 
ITEM 4.
CONTROLS AND PROCEDURES.
 
Disclosure Controls and Procedures
 
With the participation of Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of November 30, 2017.  Based on such evaluation, Cintas’ management, including Cintas’ Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, has concluded that Cintas’ disclosure controls and procedures were effective as of November 30, 2017, in ensuring (i) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas’ management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 

Internal Control over Financial Reporting
 
There were no changes in Cintas’ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended November 30, 2017, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.



43



Part II.  Other Information
 
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
Period (In millions, except share and per share data)
Total number
of shares
purchased
 
Average
price paid
per share
 
Total number of
shares purchased
as part of the
publicly announced
plan (1)
 
Maximum
approximate dollar
value of shares that
may yet be
purchased under
the plan (1)
 
 
 
 
 
 
 
 
September 1 - 30, 2017 (2)
957

 
$
136.10

 

 
$
500.0

October 1 - 31, 2017 (3)
1,261

 
$
149.04

 

 
$
500.0

November 1 - 30, 2017 (4)
2,232

 
$
152.03

 

 
$
500.0

Total
4,450

 
$
147.76

 

 
$
500.0


(1) On August 2, 2016, Cintas announced that the Board of Directors authorized a $500.0 million share buyback program, which does not have an expiration date.
(2) During September 2017, Cintas acquired 957 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $136.10 per share for a total purchase price of $0.1 million.
(3) During October 2017, Cintas acquired 1,261 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $149.04 per share for a total purchase price of $0.2 million.
(4) During November 2017, Cintas acquired 2,232 shares of Cintas common stock in trade for employee payroll taxes due on restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $152.03 per share for a total purchase price of $0.3 million.


Item 5.    Other Information.

On October 17, 2017, Cintas declared an annual cash dividend of $1.62 per share on outstanding common stock, a 21.8% increase over the annual dividend paid in the prior year. The dividend was paid on December 8, 2017, to shareholders of record as of November 10, 2017.



Item 6.     Exhibits.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document


44



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

 
 
 
 
 
CINTAS CORPORATION
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
Date:
January 5, 2018
 
/s/
J. Michael Hansen
 
 
 
 
 
 
 
 
 
 
J. Michael Hansen
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
(Principal Financial and Accounting Officer)

45