10-Q 1 ctas-2012x1130x10xq.htm 10-Q CTAS-2012-11.30-10-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, 2012
 
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 a 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, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large Accelerated Filer    ü               Accelerated Filer                          Smaller Reporting Company     
Non-Accelerated Filer          (Do not check if a smaller reporting company)
 
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, 2012
Common Stock, no par value
 
123,286,223




CINTAS CORPORATION
TABLE OF CONTENTS

Part I.
Financial Information
Page No.
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibits
 
 
 
 
 
 
 
 

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,
2012
 
November 30,
2011
 
November 30,
2012
 
November 30,
2011
Revenue:
 

 
 

 
 
 
 
Rental uniforms and ancillary products
$
755,839

 
$
722,789

 
$
1,510,682

 
$
1,442,212

Other services
304,547

 
296,337

 
601,029

 
594,094

 
1,060,386

 
1,019,126

 
2,111,711

 
2,036,306

Costs and expenses:
 

 
 

 
 
 
 
Cost of rental uniforms and ancillary products
438,902

 
410,247

 
867,050

 
813,653

Cost of other services
189,448

 
179,082

 
366,750

 
353,816

Selling and administrative expenses
293,013

 
297,112

 
599,594

 
607,578

 
 
 
 
 
 
 
 
Operating income
139,023

 
132,685

 
278,317

 
261,259

 
 
 
 
 
 
 
 
Interest income
(149
)
 
(403
)
 
(226
)
 
(768
)
Interest expense
16,294

 
17,728

 
32,892

 
35,062

 
 
 
 
 
 
 
 
Income before income taxes
122,878

 
115,360

 
245,651

 
226,965

Income taxes
44,851

 
41,010

 
90,891

 
83,977

Net income
$
78,027

 
$
74,350

 
$
154,760

 
$
142,988

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.63

 
$
0.57

 
$
1.24

 
$
1.09

 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.63

 
$
0.57

 
$
1.23

 
$
1.09

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.64

 
$
0.54

 
$
0.64

 
$
0.54

 
 
See accompanying notes.

3



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

 
Three Months Ended
 
Six Months Ended
 
November 30, 2012
 
November 30, 2011
 
November 30, 2012
 
November 30, 2011
 
 
 
 
 
 
 
 
Net income
$
78,027

 
$
74,350

 
$
154,760

 
$
142,988

 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
        Foreign currency translation adjustments
1,675

 
(20,764
)
 
8,692

 
(20,546
)
      Change in fair value of derivatives(1)

 
27

 
(151
)
 
181

      Amortization of interest rate lock agreements
488

 
377

 
976

 
754

      Change in fair value of available-for-sale securities(2)
(10
)
 
7

 
(12
)
 
25

 
 
 
 
 
 
 
 
Other comprehensive income
2,153

 
(20,353
)
 
9,505

 
(19,586
)
 
 
 
 
 
 
 
 
Comprehensive income
$
80,180

 
$
53,997

 
$
164,265

 
$
123,402



(1)      Net of less than $0.1 million of tax benefit for the three months ended November 30, 2011. Net of less than $0.1 million of tax expense and $0.1 million of tax benefit for the six months ended November 30, 2012 and 2011, respectively.

(2)      Net of less than $0.1 million of tax benefit for the three months ended November 30, 2012 and 2011, respectively. Net of less than $0.1 million of tax benefit for both the six months ended November 30, 2012 and 2011, respectively.

See accompanying notes.







4



CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except share data)
 
November 30,
2012
 
May 31,
2012
 
(Unaudited)
 
 

ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
242,487

 
$
339,825

Marketable securities
33,862

 

Accounts receivable, net
479,106

 
450,861

Inventories, net
236,195

 
251,205

Uniforms and other rental items in service
482,001

 
452,785

Income taxes, current
20,976

 
22,188

Prepaid expenses and other
25,035

 
24,704

Total current assets
1,519,662

 
1,541,568

 
 
 
 
Property and equipment, at cost, net
967,260

 
944,305

 
 
 
 
Goodwill
1,522,411

 
1,485,375

Service contracts, net
90,480

 
76,822

Other assets, net
118,069

 
112,836

 
$
4,217,882

 
$
4,160,906

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
118,534

 
$
94,840

Accrued compensation and related liabilities
54,480

 
91,214

Accrued liabilities
325,077

 
256,642

Deferred tax liability
56,427

 
2,559

Long-term debt due within one year
661

 
225,636

Total current liabilities
555,179

 
670,891

 
 
 
 
Long-term liabilities:
 

 
 

Long-term debt due after one year
1,308,829

 
1,059,166

Deferred income taxes
206,782

 
204,581

Accrued liabilities
66,448

 
87,133

Total long-term liabilities
1,582,059

 
1,350,880

 
 
 
 
Shareholders’ equity:
 

 
 

Preferred stock, no par value:
 

 
 

100,000 shares authorized, none outstanding

 

Common stock, no par value:
 

 
 

425,000,000 shares authorized,
 

 
 

FY 2013:  174,419,454 issued and 123,228,777 outstanding
 

 
 

FY 2012:  173,745,913 issued and 126,519,758 outstanding
173,127

 
148,255

Paid-in capital
98,311

 
107,019

Retained earnings
3,557,088

 
3,482,073

Treasury stock:
 

 
 

FY 2013:  51,190,677 shares
 

 
 

FY 2012:  47,226,155 shares
(1,794,050
)
 
(1,634,875
)
Other accumulated comprehensive income
46,168

 
36,663

Total shareholders’ equity
2,080,644

 
2,139,135

 
$
4,217,882

 
$
4,160,906

See accompanying notes.

5



CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) 
 
Six Months Ended
 
November 30,
2012
 
November 30,
2011
Cash flows from operating activities:
 

 
 

Net income
$
154,760

 
$
142,988

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

 
 

Depreciation
81,321

 
76,922

Amortization of intangible assets
11,973

 
20,104

Stock-based compensation
11,084

 
9,756

Deferred income taxes
55,245

 
(11,767
)
Change in current assets and liabilities, net of acquisitions of businesses:
 

 
 

Accounts receivable, net
(24,528
)
 
(20,850
)
Inventories, net
15,460

 
(39,268
)
Uniforms and other rental items in service
(28,105
)
 
(29,630
)
Prepaid expenses and other
(202
)
 
(5,128
)
Accounts payable
23,019

 
1,843

Accrued compensation and related liabilities
(36,899
)
 
(15,314
)
Accrued liabilities
(36,464
)
 
26,306

Income taxes payable
599

 
19,996

Net cash provided by operating activities
227,263

 
175,958

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(99,062
)
 
(79,832
)
Proceeds from redemption of marketable securities
41,453

 
140,162

Purchase of marketable securities and investments
(80,054
)
 
(193,527
)
Acquisitions of businesses, net of cash acquired
(53,243
)
 
(14,551
)
Other, net
(673
)
 
5,772

Net cash used in investing activities
(191,579
)
 
(141,976
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from issuance of debt
250,000

 

Repayment of debt
(225,312
)
 
(903
)
Proceeds from exercise of stock-based compensation awards
2,357

 
78

Repurchase of common stock
(159,175
)
 
(262,682
)
Other, net
(2,476
)
 
1,454

Net cash used in financing activities
(134,606
)
 
(262,053
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
1,584

 
(2,263
)
 
 
 
 
Net decrease in cash and cash equivalents
(97,338
)
 
(230,334
)
 
 
 
 
Cash and cash equivalents at beginning of period
339,825

 
438,106

 
 
 
 
Cash and cash equivalents at end of period
$
242,487

 
$
207,772

 
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, it is suggested 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, 2012.  A summary of our significant accounting policies is presented beginning on page 35 of that report.  There have been no material changes in the accounting policies followed by Cintas during the current fiscal year.
 
As disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2012, inventories are valued at the lower of cost (first-in, first-out) or market.  Inventory is comprised of the following amounts: 
(In thousands)
November 30,
2012
 
May 31,
2012
 
 
 
 
Raw materials
$
20,489

 
$
19,138

Work in process
13,209

 
13,052

Finished goods
202,497

 
219,015

 
$
236,195

 
$
251,205

 
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.
 
2.             Fair Value Measurements
 
FASB Accounting Standard Codification (ASC) Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  It also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
 
Level 1 –    Quoted prices in active markets for identical assets or liabilities.
 
Level 2 –   Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
 
Level 3 –   Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
 
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Cintas’ assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
 
In order to meet the requirements of ASC 820, Cintas utilizes two basic valuation approaches to determine the fair value of its assets and liabilities required to be recorded on a recurring basis at fair value. The first approach is the cost approach. The cost approach is generally the value a market participant would expect to replace the respective

7



asset or liability. The second approach is the market approach. The market approach looks at what a market participant would consider valuing an exact or similar asset or liability to that of Cintas, including those traded on exchanges.
 
All financial instruments that are measured at fair value on a recurring basis (at least annually) have been segregated into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated balance sheet date.  These financial instruments measured at fair value on a recurring basis are summarized below: 
(In thousands)
As of November 30, 2012
 
Level 1
 
Level 2
 
Level 3
 
Fair Value
Cash and cash equivalents
$
242,487

 
$

 
$

 
$
242,487

Marketable securities:
 

 
 

 
 

 
 

U.S. municipal bonds

 
9,781

 

 
9,781

Canadian treasury securities

 
24,081

 

 
24,081

Total assets at fair value
$
242,487

 
$
33,862

 
$

 
$
276,349

(In thousands)
As of May 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Fair Value
Cash and cash equivalents
$
339,825

 
$

 
$

 
$
339,825

Total assets at fair value
$
339,825

 
$

 
$

 
$
339,825

 
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 include Canadian treasury securities (both federal and provincial) and highly rated U.S. state or municipal bonds. 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 is the respective instruments 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.
 
The funds invested in Canadian marketable securities are not presently expected to be repatriated, but instead are expected to be invested indefinitely in foreign subsidiaries. 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 the marketable securities as of November 30, 2012 was $33.9 million. There were no outstanding marketable securities as of May 31, 2012. All outstanding marketable securities as of November 30, 2012, 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 balance sheet date.

Cintas’ non-financial assets and liabilities not permitted or required to be measured at fair value on a recurring basis primarily relate to assets and liabilities acquired in a business acquisition. 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 non-recurring basis (including business acquisitions).  Based on the nature of Cintas’ business acquisitions, which occur regularly throughout the fiscal year, the majority of the assets acquired and liabilities assumed consist of working capital, primarily valued using Level 2 inputs, property and equipment, also primarily valued using Level 2 inputs and goodwill and other identified intangible assets valued using Level 3 inputs. In general, non-recurring fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities, which generally are not applicable to non-financial assets and liabilities.

8



Fair values determined by Level 2 inputs utilize data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability and include situations where there is little, if any, market activity for the asset or liability, such as internal estimates of future cash flows.
 
3.             Earnings per Share
 
The following table sets forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares: 
 
Three Months Ended
 
Six Months Ended
(In thousands except per share data)
November 30,
2012
 
November 30,
2011
 
November 30,
2012
 
November 30,
2011
Basic Earnings per Share
 

 
 

 
 
 
 
Net income
$
78,027

 
$
74,350

 
$
154,760

 
$
142,988

 
 
 
 
 
 
 
 
Less dividends to:
 
 
 
 
 
 
 
     Common shares
$
78,866

 
$
70,055

 
$
78,866

 
$
70,055

     Unvested shares
878

 
765

 
878

 
765

Total dividends
$
79,744

 
$
70,820

 
$
79,744

 
$
70,820

 
 
 
 
 
 
 
 
Undistributed net (loss) income
$
(1,717
)
 
$
3,530

 
$
75,016

 
$
72,168

 
 
 
 
 
 
 
 
Less: net (loss) income allocated to participating unvested securities
(8
)
 
21

 
409

 
448

 
 
 
 
 
 
 
 
Net (loss) income available to common shareholders
$
(1,709
)
 
$
3,509

 
$
74,607

 
$
71,720

 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
124,185

 
129,727

 
125,153

 
130,522

 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
Common shares - distributed earnings
$
0.64

 
$
0.54

 
$
0.64

 
$
0.54

Common shares - undistributed earnings
(0.01
)
 
0.03

 
0.60

 
0.55

    Total common shares
$
0.63

 
$
0.57

 
$
1.24

 
$
1.09

 
 
 
 
 
 
 
 
Unvested shares - distributed earnings
$
0.64

 
$
0.54

 
$
0.64

 
$
0.54

Unvested shares - undistributed earnings
(0.01
)
 
0.03

 
0.60

 
0.55

    Total unvested shares
$
0.63

 
$
0.57

 
$
1.24

 
$
1.09

 
 
 
 
 
 
 
 

9



 
Three Months Ended
 
Six Months Ended
(In thousands except per share data)
November 30,
2012
 
November 30,
2011
 
November 30,
2012
 
November 30,
2011
Diluted Earnings per Share
 

 
 

 
 
 
 
Net income
$
78,027

 
$
74,350

 
$
154,760

 
$
142,988

 
 
 
 
 
 
 
 
Less dividends to:
 
 
 
 
 
 
 
    Common shares
$
78,866

 
$
70,055

 
$
78,866

 
$
70,055

    Unvested shares
878

 
765

 
878

 
765

Total dividends
$
79,744

 
$
70,820

 
$
79,744

 
$
70,820

 
 
 
 
 
 
 
 
Undistributed net (loss) income
$
(1,717
)
 
$
3,530

 
$
75,016

 
$
72,168

 
 
 
 
 
 
 
 
Less: net (loss) income allocated to participating unvested securities
(8
)
 
21

 
409

 
448

 
 
 
 
 
 
 
 
Net (loss) income available to common shareholders
$
(1,709
)
 
$
3,509

 
$
74,607

 
$
71,720

 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
124,185

 
129,727

 
125,153

 
130,522

 
 
 
 
 
 
 
 
Effect of dilutive securities – employee stock options
424

 
13

 
388

 
21

 
 
 
 
 
 
 
 
Diluted weighted average common shares outstanding
124,609

 
129,740

 
125,541

 
130,543

 
 
 
 
 
 
 
 
Diluted earnings per share:


 


 
 
 
 
Common shares - distributed earnings
$
0.64

 
$
0.54

 
$
0.64

 
$
0.54

Common shares - undistributed earnings
(0.01
)
 
0.03

 
0.59

 
0.55

    Total common shares
$
0.63

 
$
0.57

 
$
1.23

 
$
1.09

 
 
 
 
 
 
 
 
Unvested shares - distributed earnings
$
0.64

 
$
0.54

 
$
0.64

 
$
0.54

Unvested shares - undistributed earnings
(0.01
)
 
0.03

 
0.59

 
0.55

    Total unvested shares
$
0.63

 
$
0.57

 
$
1.23

 
$
1.09

 
For the three months ended November 30, 2012 and 2011, 0.4 million and 3.3 million options granted to purchase shares of Cintas common stock were excluded from the computation of diluted earnings per share, respectively. For the six months ended November 30, 2012 and 2011, 0.7 million and 2.6 million options granted to purchase shares of Cintas common stock were excluded from the computation of diluted earnings per share, respectively. The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).
 
On October 18, 2011, we announced that the Board of Directors authorized a $500.0 million share buyback program at market prices.  During the first six months of fiscal 2013, we purchased 3.8 million shares of Cintas common stock for a total purchase price of $151.7 million. From the inception of the October 18, 2011 share buyback program through January 9, 2013, Cintas has purchased a total of 7.1 million shares of Cintas common stock at an average price of $39.72 for a total purchase price of $281.3 million. In addition, for the six months ended November 30, 2012, Cintas acquired 0.2 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the six months ended November 30, 2012. These shares were acquired at an average price of $37.88 per share for a total purchase price of $7.5 million.

10



4.             Goodwill, Service Contracts and Other Assets
 
Changes in the carrying amount of goodwill and service contracts for the six months ended November 30, 2012, by operating segment, are as follows:
Goodwill (in thousands)
Rental
Uniforms &
Ancillary
Products
 
Uniform
Direct
Sales
 
First Aid,
Safety &
Fire
Protection
 
Document
Management
 
Total
 
 

 
 

 
 

 
 

 
 

Balance as of June 1, 2012
$
944,449

 
$
23,968

 
$
192,465

 
$
324,493

 
$
1,485,375

Goodwill acquired

 

 
24,110

 
10,610

 
34,720

Foreign currency translation
608

 
28

 

 
1,680

 
2,316

Balance as of November 30, 2012
$
945,057

 
$
23,996

 
$
216,575

 
$
336,783

 
$
1,522,411

Service Contracts (in thousands)
Rental
Uniforms &
Ancillary
Products
 
Uniform
Direct
Sales
 
First Aid,
Safety &
Fire
Protection
 
Document
Management
 
Total
 
 

 
 

 
 

 
 

 
 

Balance as of June 1, 2012
$
29,156

 
$

 
$
29,334

 
$
18,332

 
$
76,822

Service contracts acquired

 

 
9,951

 
13,491

 
23,442

Service contracts amortization
(3,874
)
 

 
(3,821
)
 
(3,533
)
 
(11,228
)
Foreign currency translation
852

 

 

 
592

 
1,444

Balance as of November 30, 2012
$
26,134

 
$

 
$
35,464

 
$
28,882

 
$
90,480


Information regarding Cintas’ service contracts and other assets is as follows:
 
As of November 30, 2012
(In thousands)
Carrying Amount
 
Accumulated Amortization
 
Net
Service contracts
$
409,522

 
$
319,042

 
$
90,480

 
 
 
 
 
 
Noncompete and consulting agreements
$
77,469

 
$
72,068

 
$
5,401

Investments (1)
95,109

 

 
95,109

Other
21,538

 
3,979

 
17,559

Total
$
194,116

 
$
76,047

 
$
118,069

 
As of May 31, 2012
(In thousands)
Carrying Amount
 
Accumulated Amortization
 
Net
Service contracts
$
384,622

 
$
307,800

 
$
76,822

 
 
 
 
 
 
Noncompete and consulting agreements
$
76,036

 
$
69,954

 
$
6,082

Investments (1)
90,198

 

 
90,198

Other
19,828

 
3,272

 
16,556

Total
$
186,062

 
$
73,226

 
$
112,836


(1)      Investments at November 30, 2012, include the cash surrender value of insurance policies of $67.0 million, equity method investments of $27.2 million and cost method investments of $0.9 million.  During the second quarter of fiscal 2013, Cintas sold stock of an equity method investment for a gain of $8.5 million. Investments at May 31, 2012, include the cash surrender value of insurance policies of $57.4 million, equity method investments of $31.9 million and cost method investments of $0.9 million.
 
Amortization expense was $12.0 million and $20.1 million for the six months ended November 30, 2012 and 2011, respectively.  Estimated amortization expense, excluding any future acquisitions, for each of the next five fiscal years is $23.1 million, $20.7 million, $17.8 million, $12.6 million and $7.6 million, respectively.
 
Investments recorded using the cost method are evaluated for impairment on an annual basis or when indicators of impairment are identified.  For the six months ended November 30, 2012 and 2011, no losses due to impairment were recorded.  

11



5.             Debt, Derivatives and Hedging Activities
 
Cintas’ commercial paper program has a capacity of $300.0 million that is fully supported by a backup revolving credit facility through a credit agreement with its banking group.  This revolving credit facility has an accordion feature that allows for a maximum borrowing capacity of $450.0 million and has a maturity date of October 6, 2016.  No commercial paper or borrowings on our revolving credit facility were outstanding as of November 30, 2012 or May 31, 2012.

On June 1, 2012, Cintas repaid at maturity $225.0 million aggregate principal amount of its 6.00% senior notes due 2012. On June 5, 2012, Cintas issued $250.0 million aggregate principal amount of senior notes due June 1, 2022. These senior notes bear interest at a rate of 3.25% paid semi-annually beginning December 1, 2012.
 
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 2011 and fiscal 2013.  The amortization of the cash flow hedges resulted in an increase to other comprehensive income of $0.5 million and $0.4 million for the three months ended November 30, 2012 and 2011, respectively, and $1.0 million and $0.8 million for the six months ended November 30, 2012 and 2011, 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 EBITDA and interest coverage ratios. Cross-default provisions exist between certain debt instruments.  Cintas is in compliance with all of the significant debt covenants for all periods presented. 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. 


6.             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.  During the three months ended November 30, 2012, unrecognized tax benefits decreased by approximately $32.5 million and accrued interest decreased by approximately $1.2 million.  During the six months ended November 30, 2012, unrecognized tax benefits decreased by approximately $32.1 million and accrued interest decreased by approximately $1.1 million. The decrease in unrecognized tax benefits for the three months and six months ended November 30, 2012, was due to a change in the IRS capitalization regulations adopted by Cintas in the second quarter of fiscal 2013 and resulted in a reclass between long-term accrued liabilities and deferred tax liability.
 
All U.S. federal income tax returns are closed to audit through fiscal 2010.  Cintas is currently in advanced stages of various audits in certain foreign jurisdictions and certain domestic states. The years under audit cover fiscal years back to 2005.  Based on the resolution of the various audits and changes in tax law, it is reasonably possible that the balance of unrecognized tax benefits could decrease by $1.3 million for the fiscal year ending May 31, 2013.
 
On December 23, 2011, the U.S. Department of the Treasury and the Internal Revenue Service issued temporary regulations (Regulations Section 2011-14) that provide guidance on amounts paid to improve tangible property, and acquire or produce tangible property, as well as guidance regarding the disposition of property and the expensing of supplies and materials. The finalized regulations are effective for Cintas' fiscal year ending May 31, 2014. Due to the recently announced extension of effective date of the regulations and indications of changes to the de minimis and disposition rules, Cintas continues to review these regulations, but does not believe there will be a material impact on Cintas’ consolidated financial statements.




12



7. 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, consolidated results of operation or consolidated cash flows of Cintas. Cintas is party to additional litigation not considered in the ordinary course of business, including the litigation discussed below.

Cintas is a defendant in a purported class action lawsuit, Mirna E. Serrano, et al. v. Cintas Corporation (Serrano), filed on May 10, 2004, and pending in the United States District Court, Eastern District of Michigan, Southern Division.  The Serrano plaintiffs alleged that Cintas discriminated against women in hiring into various service sales representative positions across all divisions of Cintas.  On November 15, 2005, the Equal Employment Opportunity Commission (EEOC) intervened in the Serrano lawsuit.  The Serrano plaintiffs seek injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  On October 27, 2008, the United States District Court in the Eastern District of Michigan granted summary judgment in favor of Cintas limiting the scope of the putative class in the Serrano lawsuit to female applicants for service sales representative positions at Cintas locations within the state of Michigan.  Consequently, all claims brought by female applicants for service sales representative positions outside of the state of Michigan were dismissed.  Similarly, any claims brought by the EEOC on behalf of similarly situated female applicants outside of the state of Michigan have also been dismissed from the Serrano lawsuit. In September 2010, the Court in Serrano dismissed all private individual claims and all claims of the EEOC and the 13 individuals it claimed to represent. The EEOC appealed the District Court's summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit. On November 9, 2012, a three-judge panel of the Sixth Circuit reversed the District Court's opinion and remanded the claims back to the District Court. On November 21, 2012, Cintas filed a Petition for Rehearing and Rehearing en banc requesting that a full panel of the Sixth Circuit review the decision issued by the three-judge panel and reverse the three-judge panel's decision. The Sixth Circuit ordered the EEOC to respond to the Petition for Rehearing and Rehearing en banc, and the EEOC filed its response on December 14, 2012. As of January 9, 2013, the Sixth Circuit has not yet ruled on Cintas' Petition for Rehearing and Rehearing en banc.
 
Cintas is a defendant in another purported class action lawsuit, Blanca Nelly Avalos, et al. v. Cintas Corporation (Avalos), which was filed in the United States District Court, Eastern District of Michigan, Southern Division.  The Avalos plaintiffs alleged that Cintas discriminated against women, African-Americans and Hispanics in hiring into various service sales representative positions in Cintas’ Rental division only throughout the United States.  The Avalos plaintiffs sought injunctive relief, compensatory damages, punitive damages, attorneys’ fees and other remedies.  The claims in Avalos originally were brought in the lawsuit captioned Robert Ramirez, et al. v. Cintas Corporation (Ramirez), filed on January 20, 2004, in the United States District Court, Northern District of California, San Francisco Division.  On May 11, 2006, the Ramirez and Avalos African-American, Hispanic and female failure to hire into service sales representative positions claims and the EEOC’s intervention were consolidated for pretrial purposes with the Serrano case and transferred to the United States District Court for the Eastern District of Michigan, Southern Division.  The consolidated case was known as Mirna E. Serrano/Blanca Nelly Avalos, et al. v. Cintas Corporation (Serrano/Avalos).  On March 31, 2009, the United States District Court, Eastern District of Michigan, Southern Division entered an order denying class certification to all plaintiffs in the Serrano/Avalos lawsuits.   Following denial of class certification, the Court permitted the individual Avalos and Serrano plaintiffs to proceed separately.  In the Avalos case, the Court dismissed the remaining claims of the individual plaintiffs who remained in that case after the denial of class certification.  On May 11, 2010, Plaintiff Tanesha Davis, on behalf of all similarly situated plaintiffs in the Avalos case, filed a notice of appeal of the District Court’s summary judgment order in the United States Court of Appeals for the Sixth Circuit.  The Appellate Court has made no determination regarding the merits of Davis’ appeal. 
 
The litigation discussed above, if decided or settled adversely to Cintas, may, individually or in the aggregate, result in liability material to Cintas’ consolidated financial condition, consolidated results of operation or consolidated cash flows and could increase costs of operations on an ongoing basis.  Any estimated liability relating to these proceedings is not determinable at this time.  Cintas may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements if it believes such settlement is in the best interest of Cintas’ shareholders.


13



8.      Segment Information
 
Cintas classifies its businesses into four operating segments based on the types of products and services provided.  The Rental Uniforms and Ancillary Products 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 Uniform Direct Sales operating segment consists of the direct sale of uniforms and related items and branded promotional products.  The First Aid, Safety and Fire Protection Services operating segment consists of first aid, safety and fire protection products and services.  The Document Management Services operating segment consists of document destruction, document imaging and document retention services.

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)
Rental
Uniforms &
Ancillary Products
 
Uniform
Direct Sales
 
First Aid,
Safety &
Fire Protection
 
Document Management
 
Corporate
 
Total
For the three months ended November 30, 2012
 

 
 

 
 

 
 

 
 

 
 

Revenue
$
755,839

 
$
110,203

 
$
111,513

 
$
82,831

 
$

 
$
1,060,386

Income (loss) before income taxes
$
116,051

 
$
10,404

 
$
9,654

 
$
2,914

 
$
(16,145
)
 
$
122,878

 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended November 30, 2011
 

 
 

 
 

 
 

 
 

 
 

Revenue
$
722,789

 
$
111,946

 
$
101,687

 
$
82,704

 
$

 
$
1,019,126

Income (loss) before income taxes
$
104,477

 
$
13,242

 
$
8,962

 
$
6,004

 
$
(17,325
)
 
$
115,360

 
 
 
 
 
 
 
 
 
 
 
 
As of and for the six months ended November 30, 2012
 

 
 

 
 

 
 

 
 

 
 

Revenue
$
1,510,682

 
$
210,482

 
$
222,354

 
$
168,193

 
$

 
$
2,111,711

Income (loss) before income taxes
$
232,958

 
$
19,145

 
$
18,675

 
$
7,539

 
$
(32,666
)
 
$
245,651

Total assets
$
2,813,707

 
$
143,880

 
$
393,429

 
$
590,517

 
$
276,349

 
$
4,217,882

 
 
 
 
 
 
 
 
 
 
 
 
As of and for the six months ended November 30, 2011
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
1,442,212

 
$
213,648

 
$
205,430

 
$
175,016

 
$

 
$
2,036,306

Income (loss) before income taxes
$
203,895

 
$
21,649

 
$
17,345

 
$
18,370

 
$
(34,294
)
 
$
226,965

Total assets
$
2,803,231

 
$
157,339

 
$
364,461

 
$
552,676

 
$
337,605

 
$
4,215,312




14




9.      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 $1,300.0 million aggregate principal amount of long-term senior notes, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly-owned, direct and indirect domestic subsidiaries.
 
As allowed by SEC rules, the following condensed consolidating financial statements are provided as an alternative to filing separate financial statements of the guarantors.  Each of the subsidiaries presented in the following condensed consolidating financial statements has been fully consolidated in Cintas’ consolidated financial statements.  The following condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Cintas and notes thereto of which this note is an integral part.
 
Condensed consolidating financial statements for Cintas, Corp. 2, the subsidiary guarantors and non-guarantors are presented on the following pages: 




15



Condensed Consolidating Income Statement
Three Months Ended November 30, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
575,274

 
$
152,771

 
$
55,370

 
$
(27,576
)
 
$
755,839

Other services

 
387,265

 
10,630

 
28,964

 
(122,312
)
 
304,547

Equity in net income of affiliates
78,027

 

 

 

 
(78,027
)
 

 
78,027

 
962,539

 
163,401

 
84,334

 
(227,915
)
 
1,060,386

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
367,645

 
95,014

 
38,923

 
(62,680
)
 
438,902

Cost of other services

 
256,524

 
(6,949
)
 
18,564

 
(78,691
)
 
189,448

Selling and administrative expenses

 
280,259

 
(7,023
)
 
23,705

 
(3,928
)
 
293,013

Operating income
78,027

 
58,111

 
82,359

 
3,142

 
(82,616
)
 
139,023

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(13
)
 
(126
)
 
(10
)
 

 
(149
)
Interest expense (income)

 
16,277

 
18

 
(1
)
 

 
16,294

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
78,027

 
41,847

 
82,467

 
3,153

 
(82,616
)
 
122,878

Income taxes

 
14,876

 
29,241

 
746

 
(12
)
 
44,851

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
78,027

 
$
26,971

 
$
53,226

 
$
2,407

 
$
(82,604
)
 
$
78,027



16



Condensed Consolidating Income Statement
Three Months Ended November 30, 2011
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
558,143

 
$
141,673

 
$
51,276

 
$
(28,303
)
 
$
722,789

Other services

 
367,926

 
14,511

 
28,838

 
(114,938
)
 
296,337

Equity in net income of affiliates
74,350

 

 

 

 
(74,350
)
 

 
74,350

 
926,069

 
156,184

 
80,114

 
(217,591
)
 
1,019,126

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
356,105

 
83,939

 
35,270

 
(65,067
)
 
410,247

Cost of other services

 
236,673

 
3,794

 
18,305

 
(79,690
)
 
179,082

Selling and administrative expenses

 
266,206

 
7,402

 
26,181

 
(2,677
)
 
297,112

Operating income
74,350

 
67,085

 
61,049

 
358

 
(70,157
)
 
132,685

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(77
)
 
(111
)
 
(215
)
 

 
(403
)
Interest expense (income)

 
17,813

 
(433
)
 
348

 

 
17,728

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
74,350

 
49,349

 
61,593

 
225

 
(70,157
)
 
115,360

Income taxes

 
18,231

 
22,753

 
36

 
(10
)
 
41,010

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
74,350

 
$
31,118

 
$
38,840

 
$
189

 
$
(70,147
)
 
$
74,350


17



Condensed Consolidating Income Statement
Six Months Ended November 30, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
1,151,559

 
$
305,588

 
$
109,154

 
$
(55,619
)
 
$
1,510,682

Other services

 
756,671

 
21,509

 
58,342

 
(235,493
)
 
601,029

Equity in net income of affiliates
154,760

 

 

 

 
(154,760
)
 

 
154,760

 
1,908,230

 
327,097

 
167,496

 
(445,872
)
 
2,111,711

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
731,842

 
184,356

 
75,543

 
(124,691
)
 
867,050

Cost of other services

 
492,855

 
(9,366
)
 
36,272

 
(153,011
)
 
366,750

Selling and administrative expenses

 
570,903

 
(11,162
)
 
48,006

 
(8,153
)
 
599,594

Operating income
154,760

 
112,630

 
163,269

 
7,675

 
(160,017
)
 
278,317

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(31
)
 
(161
)
 
(34
)
 

 
(226
)
Interest expense

 
32,843

 
49

 

 

 
32,892

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
154,760

 
79,818

 
163,381

 
7,709

 
(160,017
)
 
245,651

Income taxes

 
29,255

 
59,883

 
1,770

 
(17
)
 
90,891

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
154,760

 
$
50,563

 
$
103,498

 
$
5,939

 
$
(160,000
)
 
$
154,760


18



Condensed Consolidating Income Statement
Six Months Ended November 30, 2011
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
1,111,891

 
$
283,588

 
$
103,859

 
$
(57,126
)
 
$
1,442,212

Other services

 
725,658

 
31,672

 
58,640

 
(221,876
)
 
594,094

Equity in net income of affiliates
142,988

 

 

 

 
(142,988
)
 

 
142,988

 
1,837,549

 
315,260

 
162,499

 
(421,990
)
 
2,036,306

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
702,881

 
168,291

 
71,179

 
(128,698
)
 
813,653

Cost of other services

 
457,505

 
1,734

 
36,130

 
(141,553
)
 
353,816

Selling and administrative expenses

 
541,823

 
23,397

 
48,465

 
(6,107
)
 
607,578

Operating income
142,988

 
135,340

 
121,838

 
6,725

 
(145,632
)
 
261,259

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(157
)
 
(238
)
 
(373
)
 

 
(768
)
Interest expense (income)

 
35,589

 
(881
)
 
354

 

 
35,062

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
142,988

 
99,908

 
122,957

 
6,744

 
(145,632
)
 
226,965

Income taxes

 
36,897

 
45,409

 
1,683

 
(12
)
 
83,977

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
142,988

 
$
63,011

 
$
77,548

 
$
5,061

 
$
(145,620
)
 
$
142,988



19



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended November 30, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
78,027

 
$
26,971