XNAS:CTAS Cintas Corporation Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

CTAS Fair Value Estimate
Premium
CTAS Consider Buying
Premium
CTAS Consider Selling
Premium
CTAS Fair Value Uncertainty
Premium
CTAS Economic Moat
Premium
CTAS Stewardship
Premium
 


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 August 31, 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 September 30, 2012
Common Stock, no par value
 
124,902,787




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
 
August 31,
2012
 
August 31,
2011
Revenue:
 

 
 

Rental uniforms and ancillary products
$
754,843

 
$
719,423

Other services
296,482

 
297,757

 
1,051,325

 
1,017,180

Costs and expenses:
 

 
 

Cost of rental uniforms and ancillary products
428,148

 
403,406

Cost of other services
177,302

 
174,734

Selling and administrative expenses
306,581

 
310,466

 
 
 
 
Operating income
139,294

 
128,574

 
 
 
 
Interest income
(77
)
 
(365
)
Interest expense
16,598

 
17,334

 
 
 
 
Income before income taxes
122,773

 
111,605

Income taxes
46,040

 
42,967

Net income
$
76,733

 
$
68,638

 
 
 
 
Basic earnings per share
$
0.61

 
$
0.52

 
 
 
 
Diluted earnings per share
$
0.60

 
$
0.52

 
 
See accompanying notes.

3



CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
Three Months Ended
 
August 31, 2012
 
August 31, 2011
 
 
 
 
Net income
$
76,733

 
$
68,638

 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
        Foreign currency translation adjustments
7,017

 
218

      Change in fair value of derivatives(1)
(151
)
 
153

      Amortization of interest rate lock agreements
488

 
377

      Change in fair value of available-for-sale securities(2)
(2
)
 
18

 
 
 
 
Other comprehensive income
7,352

 
766

 
 
 
 
Comprehensive income
$
84,085

 
$
69,404



(1)      Net of less than $0.1 million of tax expense and less than $0.1 million of tax benefit for the three months ended August 31, 2012 and 2011, respectively.

(2)      Net of less than $0.1 million of tax expense and less than $0.1 million of tax benefit for the three months ended August 31, 2012 and 2011, respectively.

See accompanying notes.







4



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

ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
319,217

 
$
339,825

Marketable securities
10,948

 

Accounts receivable, net
459,302

 
450,861

Inventories, net
241,699

 
251,205

Uniforms and other rental items in service
462,541

 
452,785

Income taxes, current

 
22,188

Prepaid expenses and other
30,170

 
24,704

Total current assets
1,523,877

 
1,541,568

 
 
 
 
Property and equipment, at cost, net
953,761

 
944,305

 
 
 
 
Goodwill
1,489,104

 
1,485,375

Service contracts, net
72,297

 
76,822

Other assets, net
113,196

 
112,836

 
$
4,152,235

 
$
4,160,906

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
110,906

 
$
94,840

Accrued compensation and related liabilities
40,531

 
91,214

Accrued liabilities
213,440

 
256,642

Income taxes, current
7,930

 

Deferred tax liability
10,668

 
2,559

Long-term debt due within one year
636

 
225,636

Total current liabilities
384,111

 
670,891

 
 
 
 
Long-term liabilities:
 

 
 

Long-term debt due after one year
1,309,012

 
1,059,166

Deferred income taxes
206,856

 
204,581

Accrued liabilities
97,841

 
87,133

Total long-term liabilities
1,613,709

 
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:  174,357,822 issued and 125,117,508 outstanding
 

 
 

FY 2012:  173,745,913 issued and 126,519,758 outstanding
171,091

 
148,255

Paid-in capital
93,331

 
107,019

Retained earnings
3,558,806

 
3,482,073

Treasury stock:
 

 
 

FY 2013:  49,240,314 shares
 

 
 

FY 2012:  47,226,155 shares
(1,712,828
)
 
(1,634,875
)
Other accumulated comprehensive income
44,015

 
36,663

Total shareholders’ equity
2,154,415

 
2,139,135

 
$
4,152,235

 
$
4,160,906


See accompanying notes.

5



CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) 
 
Three Months Ended
 
August 31,
2012
 
August 31,
2011
Cash flows from operating activities:
 

 
 

Net income
$
76,733

 
$
68,638

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

 
 

Depreciation
40,342

 
38,277

Amortization of intangible assets
6,100

 
10,233

Stock-based compensation
5,448

 
4,522

Deferred income taxes
9,716

 
(7,808
)
Change in current assets and liabilities, net of acquisitions of businesses:
 

 
 

Accounts receivable, net
(7,128
)
 
(10,142
)
Inventories, net
9,889

 
(30,770
)
Uniforms and other rental items in service
(8,672
)
 
(11,124
)
Prepaid expenses and other
(5,392
)
 
(5,983
)
Accounts payable
16,278

 
(9,329
)
Accrued compensation and related liabilities
(50,793
)
 
(27,611
)
Accrued liabilities
(27,400
)
 
(10,201
)
Income taxes payable
29,744

 
47,860

Net cash provided by operating activities
94,865

 
56,562

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(47,438
)
 
(44,421
)
Proceeds from redemption of marketable securities
24,720

 
63,561

Purchase of marketable securities and investments
(36,970
)
 
(107,145
)
Acquisitions of businesses, net of cash acquired
(2,130
)
 
(870
)
Other, net
577

 
6,539

Net cash used in investing activities
(61,241
)
 
(82,336
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from issuance of debt
250,000

 

Repayment of debt
(225,154
)
 
(444
)
Proceeds from exercise of stock-based compensation awards
1,119

 

Repurchase of common stock
(77,953
)
 
(262,639
)
Other, net
(3,491
)
 
926

Net cash used in financing activities
(55,479
)
 
(262,157
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
1,247

 
137

 
 
 
 
Net decrease in cash and cash equivalents
(20,608
)
 
(287,794
)
 
 
 
 
Cash and cash equivalents at beginning of period
339,825

 
438,106

 
 
 
 
Cash and cash equivalents at end of period
$
319,217

 
$
150,312

 
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)
August 31,
2012
 
May 31,
2012
 
 
 
 
Raw materials
$
18,436

 
$
19,138

Work in process
12,452

 
13,052

Finished goods
210,811

 
219,015

 
$
241,699

 
$
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 August 31, 2012
 
Level 1
 
Level 2
 
Level 3
 
Fair Value
Cash and cash equivalents
$
319,217

 
$

 
$

 
$
319,217

Marketable securities:
 

 
 

 
 

 
 

Canadian treasury securities
3,387

 
7,561

 

 
10,948

Total assets at fair value
$
322,604

 
$
7,561

 
$

 
$
330,165

(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 because they are valued using quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. The types of financial instruments based on quoted market prices in active markets include most bank deposits, money market securities and certain Canadian treasury securities. Such instruments are generally classified within Level 1 of the fair value hierarchy.  Cintas does not adjust the quoted market price for such financial instruments.
 
The types of financial instruments valued based on quoted market prices in markets that are not active, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency include certain Canadian treasury securities (primarily agency debt obligations). 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. The valuation technique used for Cintas’ marketable securities classified within Level 2 of the fair value hierarchy is primarily the market approach. 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 August 31, 2012 was $11.0 million. There were no outstanding marketable securities as of May 31, 2012. All outstanding marketable securities as of August 31, 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
(In thousands except per share data)
August 31,
2012
 
August 31,
2011
Basic Earnings per Share
 

 
 

Net income
$
76,733

 
$
68,638

Less: net income allocated to participating unvested securities
365

 
370

Net income available to common shareholders
$
76,368

 
$
68,268

 
 
 
 
Basic weighted average common shares outstanding
126,110

 
131,309

 
 
 
 
Basic earnings per common share:
$
0.61

 
$
0.52

 
 
 
 
Diluted Earnings per Share
 

 
 

Net income
$
76,733

 
$
68,638

Less: net income allocated to participating unvested securities
365

 
370

Net income available to common shareholders
$
76,368

 
$
68,268

 
 
 
 
Basic weighted average common shares outstanding
126,110

 
131,309

Effect of dilutive securities – employee stock options
348

 
29

Diluted weighted average common shares outstanding
126,458

 
131,338

 
 
 
 
Diluted earnings per share:
$
0.60

 
$
0.52

 
For the three months ended August 31, 2012 and August 31, 2011, options granted to purchase 0.8 million and 2.5 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).
 
On October 18, 2011, we announced that the Board of Directors authorized a $500.0 million share buyback program at market prices.  In July and August 2012, we purchased 1.8 million shares of Cintas common stock for a total purchase price of $70.6 million. In the period subsequent to August 31, 2012 through October 10, 2012, we purchased 0.6 million shares of Cintas common stock for $23.2 million. From the inception of the October 18, 2011 share buyback program through October 10, 2012, Cintas has purchased a total of 5.7 million shares of Cintas common stock at an average price of $39.23 for a total purchase price of $223.4 million. In addition, for the three months ended August 31, 2012, Cintas acquired 0.2 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the three months ended August 31, 2012. These shares were acquired at an average price of $37.82 per share for a total purchase price of $7.4 million.

9



4.             Goodwill, Service Contracts and Other Assets
 
Changes in the carrying amount of goodwill and service contracts for the three months ended August 31, 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

 

 

 
2,225

 
2,225

Foreign currency translation
628

 
32

 

 
844

 
1,504

Balance as of August 31, 2012
$
945,077

 
$
24,000

 
$
192,465

 
$
327,562

 
$
1,489,104

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

 

 

 
336

 
336

Service contracts amortization
(2,402
)
 

 
(1,845
)
 
(1,786
)
 
(6,033
)
Foreign currency translation
880

 

 

 
292

 
1,172

Balance as of August 31, 2012
$
27,634

 
$

 
$
27,489

 
$
17,174

 
$
72,297


Information regarding Cintas’ service contracts and other assets is as follows:
 
As of August 31, 2012
(In thousands)
Carrying Amount
 
Accumulated Amortization
 
Net
Service contracts
$
386,144

 
$
313,847

 
$
72,297

 
 
 
 
 
 
Noncompete and consulting agreements
$
76,279

 
$
71,177

 
$
5,102

Investments (1)
91,723

 

 
91,723

Other
20,023

 
3,652

 
16,371

Total
$
188,025

 
$
74,829

 
$
113,196

 
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 August 31, 2012, include the cash surrender value of insurance policies of $59.3 million, equity method investments of $31.5 million and cost method investments of $0.9 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 $6.1 million and $10.2 million for the three months ended August 31, 2012 and 2011, respectively.  Estimated amortization expense, excluding any future acquisitions, for each of the next five fiscal years is $22.2 million, $18.1 million, $15.3 million, $10.1 million and $5.1 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 three months ended August 31, 2012 and 2011, no losses due to impairment were recorded.  

10



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 August 31, 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 August 31, 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 August 31, 2012, unrecognized tax benefits increased by approximately $0.4 million and accrued interest increased by approximately $0.1 million
 
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 $3.7 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, 2013. Cintas continues to review these regulations, but does not believe there will be a material impact on Cintas’ consolidated financial statements.
 

11



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.  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.  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 has appealed the District Court’s summary judgment decisions and various other rulings to the United States Court of Appeals for the Sixth Circuit.  The Court of Appeals has not yet ruled on the EEOC’s 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.
 

12



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
As of and for the three months ended August 31, 2012
 

 
 

 
 

 
 

 
 

 
 

Revenue
$
754,843

 
$
100,279

 
$
110,841

 
$
85,362

 
$

 
$
1,051,325

Income (loss) before income taxes
$
116,907

 
$
8,741

 
$
9,021

 
$
4,625

 
$
(16,521
)
 
$
122,773

Total assets
$
2,774,417

 
$
125,094

 
$
359,387

 
$
563,172

 
$
330,165

 
$
4,152,235

 
 
 
 
 
 
 
 
 
 
 
 
As of and for the three months ended August 31, 2011
 

 
 

 
 

 
 

 
 

 
 

Revenue
$
719,423

 
$
101,702

 
$
103,743

 
$
92,312

 
$

 
$
1,017,180

Income (loss) before income taxes
$
99,418

 
$
8,407

 
$
8,383

 
$
12,366

 
$
(16,969
)
 
$
111,605

Total assets
$
2,761,317

 
$
150,228

 
$
363,692

 
$
575,615

 
$
277,040

 
$
4,127,892



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 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: 










13



Condensed Consolidating Income Statement
Three Months Ended August 31, 2012
(In thousands)

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

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
576,285

 
$
152,817

 
$
53,784

 
$
(28,043
)
 
$
754,843

Other services

 
369,406

 
10,879

 
29,378

 
(113,181
)
 
296,482

Equity in net income of affiliates
76,733

 

 

 

 
(76,733
)
 

 
76,733

 
945,691

 
163,696

 
83,162

 
(217,957
)
 
1,051,325

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
364,197

 
89,342

 
36,620

 
(62,011
)
 
428,148

Cost of other services

 
236,331

 
(2,417
)
 
17,708

 
(74,320
)
 
177,302

Selling and administrative expenses

 
290,644

 
(4,139
)
 
24,301

 
(4,225
)
 
306,581

Operating income
76,733

 
54,519

 
80,910

 
4,533

 
(77,401
)
 
139,294

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(18
)
 
(35
)
 
(24
)
 

 
(77
)
Interest expense

 
16,566

 
31

 
1

 

 
16,598

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
76,733

 
37,971

 
80,914

 
4,556

 
(77,401
)
 
122,773

Income taxes

 
14,379

 
30,642

 
1,024

 
(5
)
 
46,040

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
76,733

 
$
23,592

 
$
50,272

 
$
3,532

 
$
(77,396
)
 
$
76,733



14



Condensed Consolidating Income Statement
Three Months Ended August 31, 2011
(In thousands)

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

 
 

 
 

 
 

 
 

 
 

Rental uniforms and ancillary products
$

 
$
553,748

 
$
141,915

 
$
52,583

 
$
(28,823
)
 
$
719,423

Other services

 
357,732

 
17,161

 
29,802

 
(106,938
)
 
297,757

Equity in net income of affiliates
68,638

 

 

 

 
(68,638
)
 

 
68,638

 
911,480

 
159,076

 
82,385

 
(204,399
)
 
1,017,180

Costs and expenses (income):
 

 
 

 
 

 
 

 
 

 
 

Cost of rental uniforms and ancillary products

 
346,775

 
84,352

 
35,909

 
(63,630
)
 
403,406

Cost of other services

 
220,833

 
(2,060
)
 
17,825

 
(61,864
)
 
174,734

Selling and administrative expenses

 
275,617

 
15,995

 
22,284

 
(3,430
)
 
310,466

Operating income
68,638

 
68,255

 
60,789

 
6,367

 
(75,475
)
 
128,574

 
 
 
 
 
 
 
 
 
 
 
 
Interest income

 
(80
)
 
(127
)
 
(158
)
 

 
(365
)
Interest expense (income)

 
17,776

 
(448
)
 
6

 

 
17,334

 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
68,638

 
50,559

 
61,364

 
6,519

 
(75,475
)
 
111,605

Income taxes

 
18,666

 
22,656

 
1,647

 
(2
)
 
42,967

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
68,638

 
$
31,893

 
$
38,708

 
$
4,872

 
$
(75,473
)
 
$
68,638






15



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended August 31, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
76,733

 
$
23,592

 
$
50,272

 
$
3,532

 
$
(77,396
)
 
$
76,733

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

 
8

 

 
7,009

 

 
7,017

      Change in fair value of derivatives

 
(151
)
 

 

 

 
(151
)
      Amortization of interest rate lock
          agreements

 
488

 

 

 

 
488

      Change in fair value of available-for-
          sale securities

 

 

 
(2
)
 

 
(2
)
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income

 
345

 

 
7,007

 

 
7,352

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
76,733

 
$
23,937

 
$
50,272

 
$
10,539

 
$
(77,396
)
 
$
84,085

































16



Condensed Consolidating Statement of Comprehensive Income
Three Months Ended August 31, 2011
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
68,638

 
$
31,893

 
$
38,708

 
$
4,872

 
$
(75,473
)
 
$
68,638

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

 

 

 
218

 

 
218

      Change in fair value of derivatives

 
82

 

 
71

 

 
153

      Amortization of interest rate lock
          agreements

 
377

 

 

 

 
377

      Change in fair value of available-for-
          sale securities

 

 

 
18

 

 
18

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income

 
459

 

 
307

 

 
766

 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
$
68,638

 
$
32,352

 
$
38,708

 
$
5,179

 
$
(75,473
)
 
$
69,404







































17



Condensed Consolidating Balance Sheet
As of August 31, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$

 
$
69,882

 
$
211,194

 
$
38,141

 
$

 
$
319,217

Marketable securities

 

 

 
10,948

 

 
10,948

Accounts receivable, net

 
336,900

 
82,233

 
40,169

 

 
459,302

Inventories, net

 
202,689

 
19,997

 
10,893

 
8,120

 
241,699

Uniforms and other rental items in service

 
341,438

 
105,298

 
35,591

 
(19,786
)
 
462,541

Prepaid expenses and other

 
7,704

 
18,248

 
4,218

 

 
30,170

Total current assets

 
958,613

 
436,970

 
139,960

 
(11,666
)
 
1,523,877

 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, at cost, net

 
603,680

 
261,647

 
88,434

 

 
953,761

 
 
 
 
 
 
 
 
 
 
 
 
Goodwill

 

 
1,420,051

 
69,053

 

 
1,489,104

Service contracts, net

 
67,134

 
261

 
4,902

 

 
72,297

Other assets, net
1,645,153

 
1,627,262

 
2,547,273

 
758,233

 
(6,464,725
)
 
113,196

 
$
1,645,153

 
$
3,256,689

 
$
4,666,202

 
$
1,060,582

 
$
(6,476,391
)
 
$
4,152,235

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 

 
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$
(465,247
)
 
$
(510,373
)
 
$
1,032,986

 
$
15,521

 
$
38,019

 
$
110,906

Accrued compensation and related liabilities

 
28,271

 
8,884

 
3,376

 

 
40,531

Accrued liabilities

 
41,394

 
160,562

 
11,484

 

 
213,440

Income taxes, current

 
540

 
20,991

 
(13,601
)
 

 
7,930

Deferred tax (asset) liability

 
(558
)
 
7,957

 
3,269

 

 
10,668

Long-term debt due within one year

 
885

 
(249
)
 

 

 
636

Total current liabilities
(465,247
)
 
(439,841
)
 
1,231,131

 
20,049

 
38,019

 
384,111

 
 
 
 
 
 
 
 
 
 
 
 
Long-term liabilities:
 

 
 

 
 

 
 

 
 

 
 

Long-term debt due after one year

 
1,318,417

 
(10,253
)
 
848

 

 
1,309,012

Deferred income taxes

 
(6
)
 
201,124

 
5,738

 

 
206,856

Accrued liabilities

 

 
97,088

 
753

 

 
97,841

Total long-term liabilities

 
1,318,411

 
287,959

 
7,339

 

 
1,613,709

Total shareholders’ equity
2,110,400

 
2,378,119

 
3,147,112

 
1,033,194

 
(6,514,410
)
 
2,154,415

 
$
1,645,153

 
$
3,256,689

 
$
4,666,202

 
$
1,060,582

 
$
(6,476,391
)
 
$
4,152,235


 


18



Condensed Consolidating Balance Sheet
As of May 31, 2012
(In thousands)

 
Cintas
Corporation
 
Corp. 2
 
Subsidiary
Guarantors
 
Non-
Guarantors
 
Eliminations
 
Cintas
Corporation
Consolidated
Assets
 

 
 

 
 

 
 

 
 

 
 

Current assets:
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$

 
$
58,737

 
$
229,287

 
$
51,801

 
$

 
$
339,825

Accounts receivable, net

 
327,442

 
81,243

 
42,176

 

 
450,861

Inventories, net

 
210,283

 
20,258

 
10,781

 
9,883

 
251,205

Uniforms and other rental items in service

 
337,298

 
101,435

 
35,051

 
(20,999
)
 
452,785

Income taxes, current

 
5,296

 
3,642

 
13,250

 

 
22,188

Prepaid expenses and other

 
7,905

 
12,770

 
4,029

 

 
24,704

Total current assets

 
946,961

 
448,635

 
157,088

 
(11,116
)
 
1,541,568

 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, at cost, net

 
600,565

 
259,744

 
83,996

 

 
944,305

 
 
 
 
 
 
 
 
 
 
 
 
Goodwill

 

 
1,419,535

 
65,840

 

 
1,485,375

Service contracts, net

 
71,337

 
326

 
5,159

 

 
76,822

Other assets, net
1,637,225

 
1,628,516

 
2,467,198

 
759,439

 
(6,379,542
)
 
112,836

 
$
1,637,225

 
$
3,247,379

 
$
4,595,438

 
$
1,071,522

 
$
(6,390,658
)
 
$
4,160,906

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders’ Equity
 

 
 

 
 

 
 

 
 

 
 

Current liabilities:
 

 
 

 
 

 
 

 
 

 
 

Accounts payable
$
(465,247
)
 
$
(475,624
)
 
$
978,932

 
$
18,760

 
$
38,019

 
$
94,840

Accrued compensation and related liabilities

 
63,797

 
21,619

 
5,798

 

 
91,214

Accrued liabilities

 
67,651

 
176,220

 
13,557

 
(786
)
 
256,642

Deferred tax (asset) liability

 
(538
)
 
(87
)
 
3,184

 

 
2,559

Long-term debt due within one year

 
225,866

 
(230
)
 

 

 
225,636

Total current liabilities
(465,247
)
 
(118,848
)
 
1,176,454

 
41,299

 
37,233

 
670,891

 
 
 
 
 
 
 
 
 
 
 
 
Long-term liabilities: