Cintas (CTAS) 10-K risk factor changes: FY2021 vs FY2020
The 2021-05-31 10-K against the 2020-05-31 one, compared heading by heading and sentence by sentence.
Item 1A19 rewritten15 added11 removed110 unchanged
All filing items792 rewritten463 added450 removed1,179 unchanged
Summary
counted, not written
- Item 1A lists 17 risk factor headings: 1 new, 0 reworded and 16 unchanged since FY2020. 2 headings from FY2020 no longer appear.
- Sentence by sentence, 463 added, 450 removed, 792 rewritten and 1,179 unchanged across 21 items that differ.
- New this year: Item 9C. Disclosure Regarding.
New Item 1A headings (1)
- We may experience difficulties in attracting and retaining competent personnel in key positions. Failure to preserve positive labor relationships with our employees could adversely affect our consolidated results of operations.
Removed Item 1A headings (2)
- Failure to preserve positive labor relationships with our employees could adversely affect our consolidated results of operations.
- We may experience difficulties in attracting and retaining competent personnel in key positions.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. Risk Factors | 15 | 11 | 19 | 110 |
| Item 7. Management's Discussion and | 76 | 125 | 183 | 168 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 1 | 1 | 1 | 8 |
| Item 1. Business | 92 | 3 | 22 | 34 |
| Item 3. Legal Proceedings | 0 | 3 | 1 | 4 |
| Cover and table of contents | 8 | 10 | 32 | 84 |
| Item 1B. Unresolved Staff Comments | 1 | 1 | 0 | 1 |
| Item 2. Properties | 6 | 4 | 11 | 14 |
| Item 4. Mine Safety Disclosures | 1 | 1 | 0 | 2 |
| Item 5. Market for Registrant's Common Equity, | 25 | 14 | 13 | 16 |
| Item 6. Selected Financial Data | 2 | 39 | 0 | 0 |
| Item 8. Financial Statements and Supplementary Data | 200 | 220 | 479 | 621 |
| Item 9. Changes in and Disagreements with | 0 | 0 | 0 | 2 |
| Item 9A. Controls and Procedures | 0 | 0 | 4 | 2 |
| Item 9B. Other Information | 0 | 2 | 0 | 1 |
| Item 9C. Disclosure Regardingnew | 4 | 0 | 0 | 0 |
| Item 10. Directors, Executive Officers and Corporate Governance | 0 | 0 | 1 | 0 |
| Item 11. Executive Compensation | 0 | 0 | 0 | 1 |
| Item 12. Security Ownership of Certain Beneficial | 2 | 2 | 2 | 7 |
| Item 13. Certain Relationships and | 0 | 0 | 1 | 1 |
| Item 14. Principal Accountant Fees and Services | 1 | 1 | 0 | 2 |
| Item 15. Exhibits and Financial Statement Schedules | 2 | 1 | 11 | 90 |
| Item 16. Form 10-K Summary | 27 | 12 | 12 | 11 |
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
19 rewritten, 15 added, 11 removed, 110 unchanged
Factors that might cause such a difference include, but are not limited to, 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; 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 [removed: reporting required by the Sarbanes-Oxley Act of 2002;] [added: reporting;] the effect of new accounting pronouncements; 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 viral pandemics such as the COVID-19 coronavirus; 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.
Additional risks and uncertainties presently not known to us or that we currently believe to be immaterial may also harm our [removed: business.*][added: business.]
The COVID-19 pandemic has created widespread disruption in the global economy and [removed: is having] [added: has had, and could continue to have,] an adverse impact on our consolidated results of operations and financial performance, as well as on the results of operations and financial performance of many of the customers and suppliers in industries that we serve and operate.
The duration of the pandemic itself and the market and workplace disruptions it has caused, including disruptions imposed by federal, state and local actions, as well as the potential for new government [removed: regulations, and the long-term effects on the economy and our customers are uncertain and as yet unknowable.]
[added: Furthermore, the ultimate impact of the COVID-19 pandemic on our consolidated results of operations and financial performance depends on] many factors that are not within our control, including, but not limited to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic and actions taken in response on global and regional economies; the availability of federal, state or local funding programs; general economic uncertainty in key financial markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.
[removed: *Failure] [added: Failure] to preserve positive labor relationships with our employees could adversely affect our consolidated results of operations.*
[removed: In addition, U.S. and foreign] trade [removed: policies, tariffs and other impositions on imported goods, trade] sanctions imposed on certain countries, the limitation on the importation of certain types of goods or of goods containing certain materials from other countries and other factors relating to foreign trade are beyond our control.
In fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] revenue denominated in currencies other than the U.S. dollar represented less than 10% of our consolidated revenue.
Because our consolidated financial statements are presented in U.S. dollars, we must translate [removed: revenue, income] [added: revenue] and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period.
In particular, we are subject to the regulations promulgated by the U.S. Department of Transportation (USDOT) and under the Occupational Safety and Health Act of 1970, as amended [removed: (OSHA).][added: (OSHA Act).]
We have incurred, and will continue to incur, capital and operating expenditures and other costs in the ordinary course of our business in complying with the [removed: USDOT,] [added: USDOT regulations, the] OSHA [added: Act] and other laws and [added: regulations to which we are subject.]
We could incur significant costs, including clean-up costs, fines and sanctions and claims by third parties for property damage and personal [removed: injury, as a result of violations of or liabilities under these laws and regulations.]
However, our computer systems are subject to damage or interruption due to [removed: system conversions, such as our current conversion to SAP enterprise system,] power outages, computer or telecommunication failures, catastrophic events such as fires, tornadoes and hurricanes and usage errors by our employees.
[removed: security] [added: In addition, cyber-security] attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data.
If the network of security controls, policy enforcement mechanisms and monitoring systems to address these threats to our technology fails, [added: or we are unable to successfully address security incidents, production downtimes, operational delays and interruptions in our ability to provide products and services to our customers,] the compromising of confidential or otherwise protected Company, customer, or employee information, destruction or corruption of data, security breaches, or other manipulation or improper use of our systems and networks could result in financial losses from remedial actions, loss of business or potential liability and damage to our reputation.
*We may experience difficulties in attracting and retaining competent personnel in key [removed: positions.*][added: positions.]
[removed: This factor,] [added: Our corporate culture,] along with our entire operation, depends on our ability to [removed: attract] [added: attract, develop] and retain key employees.
If our assessment of goodwill, other intangible assets or long-lived assets indicates an impairment of the carrying value [added: for which we recognize an impairment charge, this may adversely affect our consolidated financial condition and consolidated results of operations.]
Any increase in the amount of taxation incurred as a result of challenges to our tax filing positions could result in a material adverse effect on our business, [added: consolidated] results of operations and [added: consolidated] financial condition.
Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.
Investors should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.*
Risks Relating to Business Strategy & Operations
regulations, and the long-term effects on the economy and our customers are uncertain and as yet unknowable.
In addition, U.S. and foreign trade policies, tariffs and other impositions on imported goods,
We have experienced cybersecurity incidents in the past, but none of these incidents, individually or in the aggregate, have had a material adverse effect on our business or results of operations.
10
We believe we have positive labor relationships with our employees.
However, factors such as difficulty to attract key employees, reduced employee engagement, third-party organizational efforts and increased employee turnover could adversely affect our labor relationships with our employees.
A failure to preserve positive labor relationships with our employees and could adversely affect our consolidated financial condition and consolidated results of operations.
Financial Risks
11
Legal and Regulatory Risks
12
injury, as a result of violations of or liabilities under these laws and regulations.
Furthermore, the ultimate impact of the COVID-19 pandemic on our consolidated results of operations and financial performance depends on
5
6
While we believe that our employee relations are good, we have been and could continue to be the target of a unionization campaign by several unions.
These unions have attempted to pressure Cintas into surrendering its employees' rights to a government-supervised election by unilaterally accepting union representation.
We will continue to vigorously oppose any unionization campaign and defend our employees' rights to a government-supervised election.
Unionization campaigns could be materially disruptive to our business and could adversely affect our consolidated results of operations.
7
regulations to which we are subject.
In addition, cyber-
for which we recognize an impairment charge, this may adversely affect our consolidated financial condition and consolidated results of operations.
Item 7. Management's Discussion and
183 rewritten, 76 added, 125 removed, 168 unchanged
Cintas helps more than one million businesses of all types and sizes, primarily in the U.S., as well as [removed: Canada,] [added: Canada and] Latin America, [removed: Europe and Asia,] get READY™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.
With products and services including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and [removed: training and compliance courses,] [added: safety 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, [removed: carpet and tile cleaning services,] first aid and safety services and fire protection products and services.
This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include [removed: business] [added: market] segments to which we have not historically served.
Cintas has a national sales organization introducing all [removed: our] [added: its] products and services to prospects in all [removed: business] [added: market] segments.
We also broaden our customer base through geographic [removed: expansion, especially in our first aid and safety and fire protection businesses.][added: expansion.]
This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on discussion of fiscal [removed: 2020] [added: 2021] results compared to [removed: 2019] [added: fiscal 2020] results.
For discussion of fiscal [removed: 2019] [added: 2020] results compared to fiscal [removed: 2018] [added: 2019] results, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2019,] [added: 2020,] filed with the SEC on July [removed: 26, 2019.][added: 29, 2020.]
Cintas’ two reportable operating segments are [removed: the] Uniform Rental and Facility Services [removed: operating segment] and [removed: the] First Aid and Safety [removed: Services operating segment.][added: Services.]
The Uniform Rental and Facility Services reportable operating [removed: segment,] [added: 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 [removed: supplies, carpet and tile cleaning services] [added: supplies] and the sale of items from our catalogs to our customers on route are included within this reportable operating segment.
The remainder of Cintas’ business, which consists of [added: the] Fire Protection Services operating segment and the Uniform Direct Sale operating segment, is included in All Other.
Revenue and income before income taxes for each of these reportable operating segments for the years ended May 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are presented in [Note [removed: 14](#i6100586ca64547a4aecebc474819301a_145)] [added: 14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_118)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements](#i6100586ca64547a4aecebc474819301a_85)."] [added: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)."] The Company regularly reviews its operating segments for reporting purposes based on the information its chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance and makes changes when appropriate.
In March 2020, the World Health Organization characterized [removed: a novel strain of coronavirus (COVID-19)] [added: COVID-19] as a pandemic.
[removed: However, efforts] [added: Efforts] to contain the spread of COVID-19 intensified during our fiscal 2020 fourth [removed: quarter.][added: quarter and have remained in effect throughout our fiscal 2021.]
Most states and municipalities within the [removed: U.S.] [added: U.S., as well as Canada,] enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic.
We have operations throughout the U.S. and [added: Canada and] participate in a global supply chain.
During [removed: the fourth quarter] [added: most] of fiscal [removed: 2020,] [added: 2021,] the existence of the COVID-19 pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.
Many of Cintas' customers were also impacted by [added: the] COVID-19 [added: pandemic,] and we [removed: did see] [added: saw] an impact on some customer's ability to [removed: pay.][added: pay timely.]
While there was minimal disruption to our supply chain, Cintas did [removed: experience an] increase [added: inventory, primarily personal protective equipment and facility services inventory,] in [removed: inventory caused by] [added: response to] the [removed: impact] [added: customer needs and demand associated with the safety and cleanliness requirements] of COVID-19.
See [Note [removed: 1](#i6100586ca64547a4aecebc474819301a_88)] [added: 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79)] entitled Significant Accounting Policies of "[Notes to Consolidated Financial [removed: Statements](#i6100586ca64547a4aecebc474819301a_85)"] [added: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)"] for additional detail on [removed: steps taken to assess] the [removed: higher collection risk related to our customers and the] additional reserve placed on inventory.
[removed: Cintas also] [added: Also, in the fourth quarter of fiscal 2020, the Uniform Rental and Facility Services reportable operating segment] initiated certain [added: one-time] activities to reduce operating costs and better align its workforce with the needs of its ongoing business.
[removed: During] [added: In addition, during] the fourth quarter of fiscal 2020, Cintas [added: initiated certain one-time activities to reduce operating costs and better align its workforce with the needs of its ongoing business and] recorded $24.5 million in employee termination costs and $9.2 million in long-lived asset impairment costs.
[removed: See [N](#i6100586ca64547a4aecebc474819301a_88)[ote 1](#i6100586ca64547a4aecebc474819301a_88) entitled Significant Accounting Policies of "[Notes to Consolidated Financial Statements](#i6100586ca64547a4aecebc474819301a_85)."] The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, consolidated results of operations, consolidated financial condition or liquidity will ultimately be impacted.
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Uniform Rental and Facility Services | | | [removed: 79.7%] [added: 80.0%] | | | | | | [removed: 80.6%] [added: 79.7%] | | | | | | [removed: 81.0%] [added: 80.6%] | | |
| First Aid and Safety Services | | | [removed: 10.0%] [added: 11.0%] | | | | | | [removed: 9.0%] [added: 10.0%] | | | | | | [removed: 8.7%] [added: 9.0%] | | |
| All Other | | | [removed: 10.3%] [added: 9.0%] | | | | | | [removed: 10.4%] [added: 10.3%] | | | | | | [removed: 10.3%] [added: 10.4%] | | |
| Uniform Rental and Facility Services | | | [removed: 54.1%] [added: 52.4%] | | | | | | [removed: 54.5%] [added: 54.1%] | | | | | | [removed: 55.0%] [added: 54.5%] | | |
| First Aid and Safety Services | | | [removed: 52.2%] [added: 57.6%] | | | | | | [removed: 52.0%] [added: 52.2%] | | | | | | [removed: 52.9%] [added: 52.0%] | | |
| All Other | | | [removed: 58.2%] [added: 57.0%] | | | | | | [removed: 57.4%] [added: 58.2%] | | | | | | [removed: 57.5%] [added: 57.4%] | | |
| Total cost of sales | | | [removed: 54.4%] [added: 53.4%] | | | | | | [removed: 54.6%] [added: 54.4%] | | | | | | [removed: 55.1%] [added: 54.6%] | | |
| Uniform Rental and Facility Services | | | [removed: 45.9%] [added: 47.6%] | | | | | | [removed: 45.5%] [added: 45.9%] | | | | | | [removed: 45.0%] [added: 45.5%] | | |
| First Aid and Safety Services | | | [removed: 47.8%] [added: 42.4%] | | | | | | [removed: 48.0%] [added: 47.8%] | | | | | | [removed: 47.1%] [added: 48.0%] | | |
| All Other | | | [removed: 41.8%] [added: 43.0%] | | | | | | [removed: 42.6%] [added: 41.8%] | | | | | | [removed: 42.5%] [added: 42.6%] | | |
| Total gross margin | | | [removed: 45.6%] [added: 46.6%] | | | | | | [removed: 45.4%] [added: 45.6%] | | | | | | [removed: 44.9%] [added: 45.4%] | | |
| Uniform Rental and Facility Services | | | [removed: 28.1%] [added: 26.0%] | | | | | | [removed: 27.6%] [added: 28.1%] | | | | | | [removed: 28.6%] [added: 27.6%] | | |
| First Aid and Safety Services | | | [removed: 32.7%] [added: 32.0%] | | | | | | [removed: 33.4%] [added: 32.7%] | | | | | | [removed: 33.7%] [added: 33.4%] | | |
| All Other | | | [removed: 34.9%] [added: 30.8%] | | | | | | [removed: 33.3%] [added: 34.9%] | | | | | | [removed: 33.9%] [added: 33.3%] | | |
| Total selling and administrative expenses | | | [removed: 29.2%] [added: 27.1%] | | | | | | [removed: 28.7%] [added: 29.2%] | | | | | | [removed: 29.6%] [added: 28.7%] | | |
Cintas is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.
In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, and has since spread globally.
Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.
During our fiscal 2021 fourth quarter, the roll out of vaccines, lower COVID-19 case counts and lifting of restrictions on businesses had a positive impact on our business.
The increase in inventory resulted in additional inventory reserves during fiscal 2021 and could result in future inventory reserve increases if demand for personal protective equipment declines.
Total revenue was negatively impacted by a net 0.3% due to acquisitions and divestitures, positively impacted by 0.2% due to foreign currency exchange rate fluctuations and positively impacted by 0.3% due to one more workday in fiscal 2021 compared to fiscal 2020.
| | | | Organic Revenue | | |
Revenue declined organically by 1.9%.
Revenue growth was positively impacted by 0.5% due to revenue growth derived through acquisitions in our First Aid and Safety Services reportable operating segment and our Fire Protection operating segment, which is included in All Other, and by 0.4% due to one more workday in fiscal 2021 compared to fiscal 2020.
The cost of uniform rental and facility services decreased compared to fiscal 2020 primarily due to certain cost control measures such as reduced labor and supplies that were partially offset by increases in material cost, primarily related to personal protective equipment.
The improvement as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses as well as lower discretionary spending and a one-time benefit from the gain on the sale of certain operating assets.
The decrease in net interest expense was primarily due to the decrease in total debt outstanding during fiscal 2021 compared to fiscal 2020.
The increase in income before income taxes was primarily due to both cost of sales and selling and administrative expenses decreasing in total and as a percent of revenue in fiscal 2021.
Income before income taxes also benefited from a one-time net gain on the sale of certain operating assets.
In addition, the effective tax rate for fiscal 2021 included a one-time tax benefit on the sale of certain operating assets.
The increase in gross margin was primarily due to certain cost control measures such as reduced labor and supplies that were partially offset by increases in material cost, including increases related to increased sales of personal protective equipment.
The improvement in selling and administrative expenses as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses as well as lower discretionary spending and a one-time benefit from the gain on the sale of certain operating assets, which was partially offset by a one-time asset impairment on certain long-lived assets.
Personal protective equipment typically has lower gross margins than other First Aid and Safety Services reportable operating segment products.
The disruption from the COVID-19 pandemic continued to have an impact on Cintas' fiscal 2021 financial results.
Although the impact of the COVID-19 pandemic is fluid and continues to evolve, we believe our long-term liquidity position remains strong.
The decrease in capital expenditures from fiscal 2020 to fiscal 2021 was due to reduced growth capacity needs within the slower growth landscape of the COVID-19 pandemic.
cash disposed.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 29, 2019 | | | 1,196 | | | | | | 350.31 | | | | | | 418,779 | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 1,386 | | | | | | $ | 346.13 | | | | | $ | 479,656 | | | | | 1,607 | | | | | | $ | 246.19 | | | | | $ | 395,681 | |
In the period subsequent to May 31, 2021 through July 28, 2021, we completed the October 29, 2019 program by purchasing 1.6 million shares of Cintas common stock at an average price of $365.41 for a total purchase price of $581.2 million.
Also on October 27, 2020, the Cintas Board of Directors approved a change in the dividend policy from an annual dividend to a quarterly dividend and subsequently declared a quarterly dividend on outstanding common stock.
Any future dividend declarations, including the amount of any dividends, are at the discretion of the Board of Directors and dependent upon then-existing conditions, including the Company's consolidated operating results and consolidated financial condition, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors may deem relevant.
Our Board of Directors declared the following dividends during the fiscal years ended May 31:
| Declaration Date (In millions except per share data) | | | Record Date | | | | | | Payment Date | | | Dividend Per Share | | | | | | Amount | | |
| Fiscal Year 2021 | | | | | | | | | | | | | | | | | | | | |
| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | $ | 2.81 | | | | | $ | 297.7 | |
| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | 0.70 | | | | | | 74.1 | | |
| January 19, 2021 | | | February 15, 2021 | | | | | | March 15, 2021 | | | 0.75 | | | | | | 79.5 | | |
| April 13, 2021 (1) | | | May 15, 2021 | | | | | | June 15, 2021 | | | 0.75 | | | | | | 79.2 | | |
| Total | | | | | | | | | | | | $ | 5.01 | | | | | $ | 530.5 | |
| | | | | | | | | | | | | | | | | | | | | |
16
Through the first three quarters of fiscal 2020, the COVID-19 pandemic did not have a significant impact on our business.
In response to the impact of COVID-19, Cintas put in place health and safety measures to keep Cintas employees, contractors and customers safe.
These health and safety measures have not materially impacted our ability to service our customers.
As a result, revenue in the fourth quarter was negatively impacted by COVID-19.
| | | | Organic Growth | | |
Revenue growth was positively impacted by 0.5% due to acquisitions and negatively impacted by 0.4% due to one less workday in fiscal 2020 compared to fiscal 2019.
The cost of uniform rental and facility services increase compared to fiscal 2019 was due to increased Uniform Rental and Facility Services reportable operating segment sales volume from organic growth, partially offset by fewer inventory purchases and a reduced amount of inventory put in service during the fourth quarter of fiscal 2020.
Selling and administrative expenses increased $90.4 million, or 4.6%, compared to fiscal 2019, primarily due to increases in labor and other employee-partner related expenses.
In addition, as previously discussed, Cintas
initiated certain activities to reduce operating costs and better align its workforce with the needs of its ongoing business.
Operating income in fiscal 2019 was negatively impacted by $14.4 million of integration expenses incurred in connection with the G&K Services, Inc. (G&K) acquisition.
The after-tax effect of these integration expenses represents a negative impact on diluted earnings per share of $0.10 per share in fiscal 2019.
No material integration expenses were recorded in fiscal 2020.
During fiscal 2019, Cintas sold a cost method investment for $73.3 million, resulting in a pre-tax gain of $69.4 million.
The after-tax effect of the one-time gain represents a positive impact on diluted earnings per share of $0.47 per share.
The increase in interest expense in fiscal 2020 was due to the timing of interest being incurred on our term loan in the current year (twelve months as opposed to one month in fiscal 2019), partially offset by lower commercial paper borrowings in fiscal 2020 compared to fiscal 2019.
The decrease in income before income taxes was primarily due to the negative impact of COVID-19, as previously discussed, as well as the fiscal 2019 one-time gain on sale of a cost method investment.
The increase in gross margin was driven by new business sold by sales representatives, penetration of additional products and services into existing customers and continuous improvements in process efficiency.
The increase in selling and administrative expenses as a percent of revenue was due to increases in labor and other employee-partner related expenses as well as impacts caused by COVID-19.
In the fourth quarter of fiscal 2020, the Uniform Rental and Facility Services reportable operating segment initiated certain activities to reduce operating costs and better align its workforce with the needs of its ongoing business.
Due to the constantly changing impact of COVID-19, it is uncertain if similar additional activities will be initiated in the future.
The Uniform Rental and Facility Services reportable operating segment incurred $14.4 million of integration expenses directly related to the G&K acquisition in fiscal 2019, which consisted primarily of facility closure expenses.
There were no such expenses incurred in fiscal 2020.
Revenue growth was negatively impacted by 0.4% due to one less workday in fiscal 2020 compared to fiscal 2019.
However, our long-term liquidity position remains unclear due to the constantly changing scope and nature of the impacts of COVID-19.
Accordingly, we have taken proactive measures to maintain financial flexibility within the landscape of the COVID-19 pandemic.
In order to preserve cash during this time of uncertainty, we plan to limit/reduce capital expenditures to essential business needs.
Also, we will limit share buybacks until we obtain more certainty regarding the impacts of COVID-19.
On August 2, 2016, we announced that the Board of Directors authorized a $500.0 million share buyback program.
This program was completed in November 2018.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 2, 2016 | | | — | | | | | | $ | — | | | | | $ | — | | | | | 2,130 | | | | | | $ | 192.55 | | | | | $ | 410,003 | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 29, 2019 | | | — | | | | | | $ | — | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 1,607 | | | | | | $ | 246.19 | | | | | $ | 395,681 | | | | | 4,803 | | | | | | $ | 198.53 | | | | | $ | 953,445 | | | | | | | | | | | | | | | | | | | | | | | | | |
There were no share buybacks in the period subsequent to May 31, 2020 through July 29, 2020, under any share buyback program.
The dividend was paid on December 6, 2019, to shareholders of record as of November 8, 2019.
During the fiscal year ended May 31, 2019, Cintas issued $112.5 million, net of commercial paper borrowings and received proceeds of $200.0 million as a result of a new term loan.
An excerpt. Shown here: 40 of 183 rewritten, 40 of 76 added and 40 of 125 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and in the FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
1 rewritten, 1 added, 1 removed, 8 unchanged
If short-term rates changed by one-half percent (or 50 basis points), Cintas' income before income taxes would change by approximately [removed: $0.4] [added: $0.5] million.
29
30
Item 1. Business
22 rewritten, 92 added, 3 removed, 34 unchanged
Cintas Corporation (Cintas, Company, we, us or our), a Washington corporation, helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as [removed: Canada,] [added: Canada and] Latin America, [removed: Europe and Asia,] get READY™ to open their doors with confidence every day by providing a wide range of products and services that enhance our customers’ image and help keep their facilities and employees clean, safe and looking their best.
With products and services including uniforms, mats, mops, restroom supplies, first aid and safety products, fire extinguishers and testing, and [removed: training and compliance courses,] [added: safety training,] Cintas helps customers get Ready for the Workday®.
In addition to these rental items, restroom cleaning services and [removed: supplies, carpet and tile cleaning services] [added: supplies] and the sale of items from our catalogs to our customers on route are included within this reportable operating segment.
[removed: However, efforts] [added: Efforts] to contain the spread of COVID-19 intensified during our fiscal 2020 fourth [removed: quarter.][added: quarter and have remained in effect throughout our fiscal 2021.]
Most states and municipalities within the [removed: U.S.] [added: U.S., as well as Canada,] enacted temporary closures of businesses, issued quarantine orders and took other restrictive measures in response to the COVID-19 pandemic.
Within the U.S., our business [removed: has been] [added: was] designated an essential business, which [removed: allows] [added: allowed] us to continue to serve customers that [removed: remain] [added: remained] open.
We have operations throughout the U.S. and [added: Canada and] participate in a global supply chain.
During [removed: the fourth quarter] [added: most] of fiscal [removed: 2020,] [added: 2021,] the existence of the COVID-19 pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products [removed: and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.]
The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, [added: consolidated] results of operations, [added: consolidated] financial condition or liquidity will ultimately be impacted.
For more information, see the sections entitled “[Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6100586ca64547a4aecebc474819301a_40),”] [added: Operations](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40),”] and “[Risk [removed: Factors](#i6100586ca64547a4aecebc474819301a_16)”] [added: Factors](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)”] within this Annual Report on Form 10-K.
| (In thousands) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Uniform Rental and Facility Services | | | $ | [removed: 5,643,494] [added: 5,689,632] | | | | | $ | [removed: 5,552,430] [added: 5,643,494] | | | | | $ | [removed: 5,247,124] [added: 5,552,430] | |
| First Aid and Safety Services | | | [removed: 708,569] [added: 784,291] | | | | | | [removed: 619,470] [added: 708,569] | | | | | | [removed: 564,706] [added: 619,470] | | |
| All Other | | | [removed: 733,057] [added: 642,417] | | | | | | [removed: 720,403] [added: 733,057] | | | | | | [removed: 664,802] [added: 720,403] | | |
| Total Revenue | | | $ | [removed: 7,085,120] [added: 7,116,340] | | | | | $ | [removed: 6,892,303] [added: 7,085,120] | | | | | $ | [removed: 6,476,632] [added: 6,892,303] | |
Additional information regarding each reportable operating segment and All Other is also included in [Note [removed: 1](#i6100586ca64547a4aecebc474819301a_145)[4](#i6100586ca64547a4aecebc474819301a_145)] [added: 14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_118)] entitled Operating Segment Information of "[Notes to Consolidated Financial [removed: Statements.](#i6100586ca64547a4aecebc474819301a_85)"][added: Statements.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)"]
Cintas competes with national, regional and local providers, [added: large national retailers] and [added: small local retailers as well as companies with a significant online presence and] the level of competition varies at each of Cintas' local operations.
At May 31, [removed: 2020,] [added: 2021,] Cintas, in total, had approximately [removed: 11,100] [added: 11,000] local delivery routes, [removed: 472] [added: 460] operational facilities and [removed: 12] [added: 13] distribution [removed: centers, and Cintas employed approximately 40,000 employee-partners, of which approximately 1,200 were represented by labor unions.][added: centers.]
In [removed: addition,] [added: addition to sourcing from third-party suppliers,] Cintas operates five manufacturing facilities that provide for standard uniform needs.
While environmental compliance is not a material component of [removed: its] [added: our] costs, Cintas [removed: must incur] [added: makes] capital expenditures and associated operating costs, primarily for water treatment and waste removal, on a regular [removed: basis.][added: basis in order to comply with environmental laws and regulations, to promote employee safety and to carry out its environmental sustainability principles.]
Environmental spending related to water treatment and waste removal was approximately [removed: $20] [added: $19.0] million in fiscal [removed: 2020,] [added: 2021,] approximately [removed: $21] [added: $20.0] million in fiscal [removed: 2019] [added: 2020] and approximately [removed: $20] [added: $21.0] million in fiscal [removed: 2018.][added: 2019.]
Capital expenditures to limit or monitor hazardous substances totaled approximately [removed: $3] [added: $1.0] million in fiscal [removed: 2020,] [added: 2021,] approximately [removed: $10] [added: $3.0] million in fiscal [removed: 2019] [added: 2020] and approximately [removed: $2] [added: $10.0] million in fiscal [removed: 2018.][added: 2019.]
Overview
The company is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.
Business Segments
COVID-19 Pandemic
Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.
During our fiscal 2021 fourth quarter, the roll out of vaccines, lower COVID-19 case counts and lifting of restrictions on businesses had a positive impact on our business.
and impede the business of our customers, impacted our ability to conduct normal business operations, which had an adverse effect on our business.
Many of Cintas' customers were also impacted by the COVID-19 pandemic, and we saw an impact on some customer's ability to pay timely.
While there was minimal disruption to our supply chain, Cintas did increase inventory, primarily personal protective equipment and facility services inventory, in response to the customer needs and demand associated with the safety and cleanliness requirements of COVID-19.
The increase in inventory resulted in additional inventory reserves during fiscal 2021 and could result in future inventory reserve increases if demand for personal protective equipment declines.
See [Note 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79) entitled Significant Accounting Policies of "[Notes to Consolidated Financial Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)" for additional detail on the additional reserve placed on inventory.
Customers
Competition
Operations and Distribution
Sourcing
Cintas is committed to sourcing responsibly.
As mentioned on our website, www.cintas.com, each and every supplier must comply with a vendor code of conduct as a condition of doing business with Cintas.
Cintas also conducts internal training to ensure that employees who have direct responsibility for supply chain management are knowledgeable and aware of issues and concerns surrounding our supply chain.
Government Laws and Regulations
Cintas is subject to a wide array of laws, government regulations, including environmental regulations, and standards in each domestic and foreign jurisdiction in which it operates.
In addition to Cintas’s U.S. operations, which in fiscal 2021 generated over 90% of its consolidated net sales, Cintas also operates its business through wholly-owned subsidiaries in foreign jurisdictions, primarily in Canada.
Compliance with these laws, government regulations, including environmental regulations, and standards requires the dedication of time and effort of employees as well as financial resources.
Compliance with environmental regulations and prioritizing our environmental sustainability efforts are important to us as a good corporate citizen.
Our journey started in 1929 during the Great Depression when Doc and Amelia Farmer collected shop towels that had been disposed of by manufacturing facilities along the Ohio River.
They washed, recycled and sold the clean towels back to companies.
Today, the majority of our total Company revenue comes from our Uniform Rental and Facility Services reportable operating segment.
Most of these items are cleaned and processed in ways that extend their lifespan and, when not in use, are re-stocked for future customers to maximize their lifespan.
Our laundering processes generate far less wastewater than home laundering.
Water
discharged into the environment is treated at our operating facilities and in accordance with local discharge standards and permits.
Our lasting commitment to the environment and our communities is evident from our processes and innovation, which are designed to ensure that our operational facilities are operating efficiently.
The primary federal statutes that apply to our activities in the U.S. are the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act.
We are also subject to the Superfund Amendments and Reauthorization Act of 1986, which imposes certain reporting requirements as to emissions of hazardous substances into the air, land and water.
In addition, health and safety regulations (including laws or regulations promulgated in response to the ongoing COVID-19 pandemic) have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.
Cintas is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the U.S. and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.
With respect to the laws and regulations noted above, as well as other applicable laws and regulations, Cintas’s compliance programs may under certain circumstances involve material investments in the form of additional processes, training, personnel, information technology and capital.
In fiscal 2021, compliance with the applicable laws, government regulations, including environmental regulations, and standards did not have a material effect on Cintas’s capital expenditures or consolidated results of operations.
For a discussion of the risks associated with government regulations that may materially impact Cintas, please see “[Item 1A: Risk Factors—Legal and Regulatory Risks](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16).”
Communication
This year, Cintas produced an expanded Environmental, Social and Governance (ESG) Report to share our focus on making a positive impact through our key ESG priorities.
Through the first three quarters of fiscal 2020, the COVID-19 pandemic did not have a significant impact on our business.
If we need to close any of our facilities or a critical number of our employees become too ill to work, our business operations could be materially adversely affected in a rapid manner.
Similarly, if our customers experience adverse business consequences due to the COVID-19 pandemic, including being required to shut down their operations, demand for our services and products could also be materially adversely affected in a rapid manner.
An excerpt. Shown here: all 22 rewritten, 40 of 92 added and all 3 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2021 filing and the FY2020 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 3 removed, 4 unchanged
The [removed: Company] [added: Company, the Board of Directors, Scott Farmer (Executive Chairman)] and [removed: three executive officers were] [added: the Investment Policy Committee are] defendants in a purported class action, filed on December [removed: 12,] [added: 13,] 2019, pending in the U.S. District Court for the Southern District of Ohio alleging violations of [removed: federal securities laws.][added: The Employee Retirement Income Security Act of 1974 (ERISA).]
The lawsuit asserted that the defendants made material misstatements regarding the Company’s margins, earnings guidance and regulatory compliance that caused the Company's stock to trade at artificially inflated prices between March 2017 and November 2019.
The lawsuit was dismissed without prejudice on April 22, 2020.
The Company, the Board of Directors, CEO and the Investment Policy Committee are defendants in a purported class action, filed on December 13, 2019, pending in the U.S. District Court for the Southern District of Ohio alleging violations of The Employee Retirement Income Security Act of 1974 (ERISA).
Cover and table of contents
32 rewritten, 8 added, 10 removed, 84 unchanged
| ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | [removed: | | |]
| | | | For the fiscal year ended | | | May 31, [removed: 2020 | | |] [added: 2021] | | |
| ☐ | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | [removed: | | |]
[removed: ][added: ]
| *(State or Other Jurisdiction of [removed: Incorporation)*] [added: Incorporation or Organization)*] | | | | | | *(IRS Employer Identification Number)* | | |
| 6800 Cintas Boulevard | | | | | | | | | | | | [removed: | | |]
| P.O. Box 625737 | | | | | | | | | | | | [removed: | | |]
| Cincinnati, | | | Ohio | | | | | | 45262-5737 | | | [removed: | | |]
| *(Address of Principal Executive Offices)* | | | | | | | | | [removed: | | |] *(Zip Code)* | | |
The aggregate market value of the Registrant's Common Stock held by non-affiliates as of November [removed: 29, 2019,] [added: 30, 2020,] was [removed: $26,657,809,636] [added: $37,301,430,580] based on a closing sale price of [removed: $257.06] [added: $355.30] per share.
As of June 30, [removed: 2020, 186,894,602] [added: 2021, 189,135,107] shares of the Registrant's Common Stock were issued and [removed: 103,499,012] [added: 102,967,245] shares were outstanding.
Portions of the Registrant's Proxy Statement to be filed with the Commission for its [removed: 2020] [added: 2021] Annual Meeting of Shareholders are incorporated by reference in [Part [removed: III](#i6100586ca64547a4aecebc474819301a_169)] [added: III](#i6f1d7d5722ba459188dfc6bf74cfb8b6_139)] of this Form 10-K.
| [Item [removed: 1.](#i6100586ca64547a4aecebc474819301a_13)] [added: 1.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] | | | [removed: [Business](#i6100586ca64547a4aecebc474819301a_13)] [added: [Business](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] | | | [removed: [3](#i6100586ca64547a4aecebc474819301a_13)] [added: [3](#i6f1d7d5722ba459188dfc6bf74cfb8b6_13)] | | |
| [Item [removed: 1A.](#i6100586ca64547a4aecebc474819301a_16)] [added: 1A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] | | | [Risk [removed: Factors](#i6100586ca64547a4aecebc474819301a_16)] [added: Factors](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] | | | [removed: [5](#i6100586ca64547a4aecebc474819301a_16)] [added: [8](#i6f1d7d5722ba459188dfc6bf74cfb8b6_16)] | | |
| [Item [removed: 1B.](#i6100586ca64547a4aecebc474819301a_19)] [added: 1B.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] | | | [Unresolved Staff [removed: Comments](#i6100586ca64547a4aecebc474819301a_19)] [added: Comments](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] | | | [removed: [10](#i6100586ca64547a4aecebc474819301a_19)] [added: [13](#i6f1d7d5722ba459188dfc6bf74cfb8b6_19)] | | |
| [Item [removed: 2.](#i6100586ca64547a4aecebc474819301a_22)] [added: 2.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] | | | [removed: [Properties](#i6100586ca64547a4aecebc474819301a_22)] [added: [Properties](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] | | | [removed: [11](#i6100586ca64547a4aecebc474819301a_22)] [added: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_22)] | | |
| [Item [removed: 3.](#i6100586ca64547a4aecebc474819301a_25)] [added: 3.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] | | | [Legal [removed: Proceedings](#i6100586ca64547a4aecebc474819301a_25)] [added: Proceedings](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] | | | [removed: [12](#i6100586ca64547a4aecebc474819301a_25)] [added: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_25)] | | |
| [Item [removed: 4.](#i6100586ca64547a4aecebc474819301a_28)] [added: 4.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] | | | [Mine Safety [removed: Disclosures](#i6100586ca64547a4aecebc474819301a_28)] [added: Disclosures](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] | | | [removed: [12](#i6100586ca64547a4aecebc474819301a_28)] [added: [14](#i6f1d7d5722ba459188dfc6bf74cfb8b6_28)] | | |
| [Item [removed: 5.](#i6100586ca64547a4aecebc474819301a_34)] [added: 5.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6100586ca64547a4aecebc474819301a_34)] [added: Securities](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] | | | [removed: [13](#i6100586ca64547a4aecebc474819301a_34)] [added: [15](#i6f1d7d5722ba459188dfc6bf74cfb8b6_34)] | | |
| [Item [removed: 6.](#i6100586ca64547a4aecebc474819301a_37)] [added: 6.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37)] | | | [Selected Financial [removed: Data](#i6100586ca64547a4aecebc474819301a_37)] [added: Data](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37)] | | | [removed: [15](#i6100586ca64547a4aecebc474819301a_37)] [added: [16](#i6f1d7d5722ba459188dfc6bf74cfb8b6_37)] | | |
| [Item [removed: 7.](#i6100586ca64547a4aecebc474819301a_40)] [added: 7.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6100586ca64547a4aecebc474819301a_40)] [added: Operations](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] | | | [removed: [16](#i6100586ca64547a4aecebc474819301a_40)] [added: [17](#i6f1d7d5722ba459188dfc6bf74cfb8b6_40)] | | |
| [Item [removed: 7A.](#i6100586ca64547a4aecebc474819301a_49)] [added: 7A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6100586ca64547a4aecebc474819301a_49)] [added: Risk](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] | | | [removed: [30](#i6100586ca64547a4aecebc474819301a_49)] [added: [29](#i6f1d7d5722ba459188dfc6bf74cfb8b6_49)] | | |
| [Item [removed: 8.](#i6100586ca64547a4aecebc474819301a_52)] [added: 8.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] | | | [Financial Statements and Supplementary [removed: Data](#i6100586ca64547a4aecebc474819301a_52)] [added: Data](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] | | | [removed: [31](#i6100586ca64547a4aecebc474819301a_52)] [added: [30](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] | | |
| [Item [removed: 9.](#i6100586ca64547a4aecebc474819301a_160)] [added: 9.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6100586ca64547a4aecebc474819301a_160)] [added: Disclosure](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] | | | [removed: [70](#i6100586ca64547a4aecebc474819301a_160)] [added: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_130)] | | |
| [Item [removed: 9A.](#i6100586ca64547a4aecebc474819301a_163)] [added: 9A.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] | | | [Controls and [removed: Procedures](#i6100586ca64547a4aecebc474819301a_163)] [added: Procedures](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] | | | [removed: [70](#i6100586ca64547a4aecebc474819301a_163)] [added: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_133)] | | |
| [Item [removed: 9B.](#i6100586ca64547a4aecebc474819301a_166)] [added: 9B.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] | | | [Other [removed: Information](#i6100586ca64547a4aecebc474819301a_166)] [added: Information](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] | | | [removed: [70](#i6100586ca64547a4aecebc474819301a_166)] [added: [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_136)] | | |
| [Item [removed: 10.](#i6100586ca64547a4aecebc474819301a_172)] [added: 10.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6100586ca64547a4aecebc474819301a_172)] [added: Governance](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] | | | [removed: [71](#i6100586ca64547a4aecebc474819301a_172)] [added: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_142)] | | |
| [Item [removed: 11.](#i6100586ca64547a4aecebc474819301a_175)] [added: 11.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] | | | [Executive [removed: Compensation](#i6100586ca64547a4aecebc474819301a_175)] [added: Compensation](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] | | | [removed: [71](#i6100586ca64547a4aecebc474819301a_175)] [added: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_145)] | | |
| [Item [removed: 12.](#i6100586ca64547a4aecebc474819301a_178)] [added: 12.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6100586ca64547a4aecebc474819301a_178)] [added: Matters](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] | | | [removed: [71](#i6100586ca64547a4aecebc474819301a_178)] [added: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_148)] | | |
| [Item [removed: 13.](#i6100586ca64547a4aecebc474819301a_181)] [added: 13.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] | | | [Certain Relationships and Related [removed: Transactions](#i6100586ca64547a4aecebc474819301a_181)] [added: Transactions](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)[,](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] [and Director [removed: Independence](#i6100586ca64547a4aecebc474819301a_181)] [added: Independence](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] | | | [removed: [71](#i6100586ca64547a4aecebc474819301a_181)] [added: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_151)] | | |
| [Item [removed: 14.](#i6100586ca64547a4aecebc474819301a_184)] [added: 14.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] | | | [Principal Accountant Fees and [removed: Services](#i6100586ca64547a4aecebc474819301a_184)] [added: Services](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] | | | [removed: [71](#i6100586ca64547a4aecebc474819301a_184)] [added: [67](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154)] | | |
| [Item [removed: 15.](#i6100586ca64547a4aecebc474819301a_190)] [added: 15.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6100586ca64547a4aecebc474819301a_190)] [added: Schedules](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] | | | [removed: [72](#i6100586ca64547a4aecebc474819301a_190)] [added: [68](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160)] | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| [Part I](#i6f1d7d5722ba459188dfc6bf74cfb8b6_10) | | | | | | | | |
| [Part II](#i6f1d7d5722ba459188dfc6bf74cfb8b6_31) | | | | | | | | |
| [Item 9](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)[C](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665)[.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665) | | | [66](#i6f1d7d5722ba459188dfc6bf74cfb8b6_1665) | | |
| [Part III](#i6f1d7d5722ba459188dfc6bf74cfb8b6_139) | | | | | | | | |
| [Part IV](#i6f1d7d5722ba459188dfc6bf74cfb8b6_157) | | | | | | | | |
| | | | | | | | | |
| [Item 16.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_154) | | | [Form 10-K Summary](#i6f1d7d5722ba459188dfc6bf74cfb8b6_160) | | | [68](#i6f1d7d5722ba459188dfc6bf74cfb8b6_163) | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Yes | | | ☒ | | | | | | No | | | | | | ☐ | | | | | |
| [Part I](#i6100586ca64547a4aecebc474819301a_10) | | | | | | | | |
| [Part II](#i6100586ca64547a4aecebc474819301a_31) | | | | | | | | |
| [Part III](#i6100586ca64547a4aecebc474819301a_169) | | | | | | | | |
| [Part IV](#i6100586ca64547a4aecebc474819301a_187) | | | | | | | | |
| [Item 16.](#i6100586ca64547a4aecebc474819301a_184) | | | [Form 10-K Summary](#i6100586ca64547a4aecebc474819301a_190) | | | [75](#i6100586ca64547a4aecebc474819301a_193) | | |
Item 1B. Unresolved Staff Comments
0 rewritten, 1 added, 1 removed, 1 unchanged
13
10
Item 2. Properties
11 rewritten, 6 added, 4 removed, 14 unchanged
Cintas occupies [removed: 484] [added: 473] facilities located in [removed: 333] [added: 329] cities.
Cintas leases [removed: 249] [added: 242] of these facilities for various terms ranging from monthly to the year 2032.
Cintas operates [removed: 12] [added: 13] distribution centers and five manufacturing facilities.
Cintas owns or leases approximately [removed: 20,500] [added: 20,300] vehicles which are used for the route-based services and by the sales and management employee-partners.
| Type of Facility | | | # of Facilities | | | [removed: | | |]
| Rental Processing Plants | | | [removed: 212 | | |] [added: 205] | | |
| Rental Branches | | | [removed: 141 | | |] [added: 134] | | |
| First Aid and Safety Facilities | | | [removed: 61 | | |] [added: 62] | | |
| All Other Facilities | | | [removed: 53 | | |] [added: 54] | | |
| Distribution Centers [removed: | | | 12] [added: (1)] | | | [removed: (1)] [added: 13] | | |
| Manufacturing Facilities | | | 5 | | | [removed: | | |]
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| | | | | | |
| | | | | | |
| Total | | | 473 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | 484 | | | | | |
11
Item 4. Mine Safety Disclosures
0 rewritten, 1 added, 1 removed, 2 unchanged
14
12
Item 5. Market for Registrant's Common Equity,
13 rewritten, 25 added, 14 removed, 16 unchanged
Market [added: and Shareholder] Information
Cintas' common stock is traded on the NASDAQ Global Select Market under the symbol "CTAS." [added: At May 31, 2021, there were approximately 1,400 shareholders of record of Cintas' common stock.]
Cintas believes that this represents approximately [removed: 192,000] [added: 240,000] beneficial owners.
The companies included in the [removed: New] Peer Group are [removed: UniFirst Corporation,] ABM Industries, [added: Aramark,] Rollins, Inc. and [removed: Aramark.][added: UniFirst Corporation.]
[removed: ][added: ]
(1) On October [removed: 30, 2018,] [added: 29, 2019,] Cintas announced that the Board of Directors authorized a $1.0 billion share buyback program, which does not have an expiration date.
From the inception of the October [removed: 30, 2018] [added: 29, 2019] share buyback program through May 31, [removed: 2020,] [added: 2021,] Cintas has purchased a total of [removed: 4.3] [added: 1.2] million shares of Cintas common stock at an average price of [removed: $219.42] [added: $350.31] per share for a total purchase price of [removed: $939.1] [added: $418.8] million.
(2) During March [removed: 2020,] [added: 2021,] Cintas acquired [removed: 930] [added: 133] shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock awards that vested during the fiscal year.
These shares were purchased at an average price of [removed: $173.22] [added: $348.32] per share for a total purchase price of [removed: $0.2] [added: $1.7] million.
(3) During April [removed: 2020,] [added: 2021,] Cintas acquired [removed: 1,027] [added: 4,907] shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock awards that vested during the fiscal year.
These shares were purchased at an average price of [removed: $197.77] [added: $355.17] per share for a total purchase price of [removed: $0.2] [added: $0.1] million.
(4) During May [removed: 2020,] [added: 2021,] Cintas acquired [removed: 903] [added: 335] shares of Cintas common stock in satisfaction of employee payroll taxes due on restricted stock awards that vested during the fiscal year.
These shares were purchased at an average price of [removed: $252.73] [added: $341.20] per share for a total purchase price of [removed: $0.2] [added: less than $0.1] million.
Dividends on Cintas' outstanding common stock have historically been paid annually.
In fiscal 2021, however, Cintas' Board of Directors approved a change in dividend policy from an annual dividend to quarterly dividends.
Our Board of Directors declared the following dividends during the fiscal years ended May 31:
| Declaration Date (In millions except per share data) | | | Record Date | | | | | | Payment Date | | | | | | Dividend Per Share | | | | | | Amount | | |
| Fiscal Year 2021 | | | | | | | | | | | | | | | | | | | | | | | |
| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | | | | $ | 2.81 | | | | | $ | 297.7 | |
| October 27, 2020 | | | November 6, 2020 | | | | | | December 4, 2020 | | | | | | 0.70 | | | | | | 74.1 | | |
| January 19, 2021 | | | February 15, 2021 | | | | | | March 15, 2021 | | | | | | 0.75 | | | | | | 79.5 | | |
| April 13, 2021 (1) | | | May 15, 2021 | | | | | | June 15, 2021 | | | | | | 0.75 | | | | | | 79.2 | | |
| Total | | | | | | | | | | | | | | | $ | 5.01 | | | | | $ | 530.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year 2020 | | | | | | | | | | | | | | | | | | | | | | | |
| October 29, 2019 | | | November 8, 2019 | | | | | | December 6, 2019 | | | | | | $ | 2.55 | | | | | $ | 268.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Fiscal Year 2019 | | | | | | | | | | | | | | | | | | | | | | | |
| October 30, 2018 | | | November 9, 2018 | | | | | | December 7, 2018 | | | | | | $ | 2.05 | | | | | $ | 220.8 | |
(1) The dividend declared on April 13, 2021 was included in current accrued liabilities on the consolidated balance sheet at May 31, 2021.
15
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| March 1 - 31, 2021 (2) | | | 23,733 | | | | | | $ | 337.41 | | | | | 23,600 | | | | | | $ | 970.9 | |
| April 1 - 30, 2021 (3) | | | 4,907 | | | | | | $ | 348.32 | | | | | — | | | | | | $ | 970.9 | |
| May 1 - 31, 2021 (4) | | | 1,106,628 | | | | | | $ | 352.29 | | | | | 1,106,293 | | | | | | $ | 581.2 | |
| Total | | | 1,135,268 | | | | | | $ | 351.96 | | | | | 1,129,893 | | | | | | $ | 581.2 | |
Holders
At May 31, 2020, there were approximately 2,000 shareholders of record of Cintas' common stock.
Dividends on Cintas' outstanding common stock have been paid annually and amounted to $2.55 per share, $2.05 per share and $1.62 per share in fiscal 2020, 2019 and 2018, respectively.
In fiscal 2019, Cintas compared its common stock returns to the following publicly traded companies: UniFirst Corporation, ABM Industries, Inc. and Rollins, Inc. (Old Peer Group).
In fiscal 2020, Cintas added a company to the peer group for more useful comparisons, and as a result made the change to a new peer group (New Peer Group).
Aramark was added to the New Peer Group because it is a route based provider of products and services with similar characteristics as Cintas.
13
| March 1 - 31, 2020 (2) | | | 770,974 | | | | | | $ | 262.96 | | | | | 770,044 | | | | | | $ | 1,060.9 | |
| April 1 - 30, 2020 (3) | | | 1,027 | | | | | | $ | 197.77 | | | | | — | | | | | | $ | 1,060.9 | |
| May 1 - 31, 2020 (4) | | | 903 | | | | | | $ | 252.73 | | | | | — | | | | | | $ | 1,060.9 | |
| Total | | | 772,904 | | | | | | $ | 262.86 | | | | | 770,044 | | | | | | $ | 1,060.9 | |
Additionally, on October 29, 2019, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date.
Cintas has not made any purchases under the October 29, 2019 share buyback program through May 31, 2020.
14
Item 6. Selected Financial Data
0 rewritten, 2 added, 39 removed, 0 unchanged
\[Reserved.\]
16
Five-Year Financial Summary
(In thousands except per share and percentage data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal Years Ended May 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2016(1) | | | | | | 2017(1)(3) | | | | | | 2018(1) | | | | | | 2019(1)(2) | | | | | | 2020(1)(2) | | | | | | Compound Annual Growth (2016-2020) | | |
| Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,795,772 | | | | | $ | 5,323,381 | | | | | $ | 6,476,632 | | | | | $ | 6,892,303 | | | | | $ | 7,085,120 | | | | | 10.2% | | |
| Net Income, Continuing Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 448,605 | | | | | | 457,286 | | | | | | 783,932 | | | | | | 882,635 | | | | | | 876,360 | | | | | | 18.2% | | |
| Net Income (Loss), Discontinued Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 244,915 | | | | | | 23,422 | | | | | | 58,654 | | | | | | 2,346 | | | | | | (323) | | | | | | (80.9)% | | |
| Net Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 693,520 | | | | | $ | 480,708 | | | | | $ | 842,586 | | | | | $ | 884,981 | | | | | $ | 876,037 | | | | | 6.0% | | |
| Basic Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4.08 | | | | | $ | 4.27 | | | | | $ | 7.24 | | | | | $ | 8.23 | | | | | $ | 8.36 | | | | | 19.6% | | |
| Discontinued Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2.22 | | | | | | 0.22 | | | | | | 0.54 | | | | | | 0.02 | | | | | | 0.00 | | | | | | (100.0)% | | |
| Basic Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6.30 | | | | | $ | 4.49 | | | | | $ | 7.78 | | | | | $ | 8.25 | | | | | $ | 8.36 | | | | | 7.3% | | |
| Diluted Earnings Per Share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4.02 | | | | | $ | 4.17 | | | | | $ | 7.03 | | | | | $ | 7.97 | | | | | $ | 8.11 | | | | | 19.2% | | |
| Discontinued Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2.19 | | | | | | 0.21 | | | | | | 0.53 | | | | | | 0.02 | | | | | | 0.00 | | | | | | (100.0)% | | |
| Diluted Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6.21 | | | | | $ | 4.38 | | | | | $ | 7.56 | | | | | $ | 7.99 | | | | | $ | 8.11 | | | | | 6.9% | | |
| Dividends Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1.05 | | | | | $ | 1.33 | | | | | $ | 1.62 | | | | | $ | 2.05 | | | | | $ | 2.55 | | | | | 24.8% | | |
| Total Assets (4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,098,815 | | | | | $ | 6,844,057 | | | | | $ | 6,958,214 | | | | | $ | 7,436,662 | | | | | $ | 7,669,885 | | | | | 17.0% | | |
| Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,842,659 | | | | | $ | 2,302,793 | | | | | $ | 3,016,526 | | | | | $ | 3,002,721 | | | | | $ | 3,235,202 | | | | | 15.1% | | |
| Return on Average Equity (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23.8 | | % | | | | 22.1 | | % | | | | 29.5 | | % | | | | 29.3 | | % | | | | 28.1 | | % | | | | | | |
| Long-Term Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1,294,422 | | | | | $ 3,133,524(6) | | | | | | $ | 2,535,309 | | | | | $ | 2,849,771 | | | | | $ | 2,539,705 | | | | | | | |
(1)In accordance with the applicable accounting guidance for the disposal of long-lived assets and discontinued operations, the results of discontinued operations have been excluded from continuing operations for all periods presented.
Please see [Note 16](#i6100586ca64547a4aecebc474819301a_151) entitled Discontinued Operations of "[Notes to Consolidated Financial Statements](#i6100586ca64547a4aecebc474819301a_85)" for additional information.
(2)In accordance with the applicable accounting guidance for revenue from contracts with customers, Cintas capitalizes commission expenses and amortizes them on a straight-line basis over the expected period of benefit.
The current and noncurrent assets related to capitalized contract costs included in the consolidated balance sheet at May 31, 2020, totaled $76.2 million and $227.1 million, respectively, and at May 31, 2019, totaled $69.6 million and $206.0 million, respectively.
Historical periods presented prior to fiscal 2019 do not include capitalized contract costs, and as a result, the information may not be comparable.
Please see [Note 2](#i6100586ca64547a4aecebc474819301a_94) entitled Revenue Recognition of "[Notes to Consolidated Financial Statements](#i6100586ca64547a4aecebc474819301a_85)" for additional information.
(3)Includes G&K Services, Inc. (G&K) results of operations from March 21, 2017 through May 31, 2017, as a result of Cintas' acquisition of G&K in fiscal 2017.
Historical periods presented prior to fiscal 2017 do not include G&K, and as a result, the information may not be comparable.
(4)In accordance with the applicable accounting guidance for leases, Cintas records operating leases on the consolidated balance sheet.
At May 31, 2020, total assets include $160.0 million of operating lease right-of-use assets, net.
Historical periods presented prior to fiscal 2020 do not include operating leases on the consolidated balance sheet, and as a result, the information may not be comparable.
See [Note](#i6100586ca64547a4aecebc474819301a_88) [1](#i6100586ca64547a4aecebc474819301a_88) entitled Significant Accounting Policies and [Note](#i6100586ca64547a4aecebc474819301a_121) [8](#i6100586ca64547a4aecebc474819301a_121) entitled Leases of "[Notes to Consolidated Fin](#i6100586ca64547a4aecebc474819301a_85)[ancial Statements](#i6100586ca64547a4aecebc474819301a_85)" for additional information on the adoption of this new guidance.
(5)Return on average equity is computed as net income from continuing operations divided by the average of shareholders' equity.
We believe that disclosure of this non-GAAP financial measure gives management and shareholders a good indication of Cintas' historical performance.
(6)Includes issuance of approximately $2.1 billion in debt to fund the G&K acquisition.
Please see [Note 7](#i6100586ca64547a4aecebc474819301a_115) entitled Debt and Derivatives of "[Notes to Consolidated Financial Statements](#i6100586ca64547a4aecebc474819301a_85)" for additional information.
15
Item 8. Financial Statements and Supplementary Data
479 rewritten, 200 added, 220 removed, 621 unchanged
Audited Consolidated Financial Statements for the Fiscal Years Ended May 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
| [Management's Report on Internal Control over Financial [removed: Reporting](#i6100586ca64547a4aecebc474819301a_55)] [added: Reporting](#i6f1d7d5722ba459188dfc6bf74cfb8b6_55)] | | | [removed: [32](#i6100586ca64547a4aecebc474819301a_55)] [added: [31](#i6f1d7d5722ba459188dfc6bf74cfb8b6_55)] | | |
| [Reports of Independent Registered Public Accounting [removed: Firm](#i6100586ca64547a4aecebc474819301a_58)] [added: Firm](#i6f1d7d5722ba459188dfc6bf74cfb8b6_58)] | | | [removed: [33](#i6100586ca64547a4aecebc474819301a_58)] [added: [32](#i6f1d7d5722ba459188dfc6bf74cfb8b6_58)] | | |
| [Consolidated Statements of [removed: Income](#i6100586ca64547a4aecebc474819301a_61)] [added: Income](#i6f1d7d5722ba459188dfc6bf74cfb8b6_61)] | | | [removed: [36](#i6100586ca64547a4aecebc474819301a_61)] [added: [35](#i6f1d7d5722ba459188dfc6bf74cfb8b6_61)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i6100586ca64547a4aecebc474819301a_67)] [added: Income](#i6f1d7d5722ba459188dfc6bf74cfb8b6_64)] | | | [removed: [37](#i6100586ca64547a4aecebc474819301a_67)] [added: [36](#i6f1d7d5722ba459188dfc6bf74cfb8b6_64)] | | |
| [Consolidated Balance [removed: Sheets](#i6100586ca64547a4aecebc474819301a_73)] [added: Sheets](#i6f1d7d5722ba459188dfc6bf74cfb8b6_67)] | | | [removed: [38](#i6100586ca64547a4aecebc474819301a_73)] [added: [37](#i6f1d7d5722ba459188dfc6bf74cfb8b6_67)] | | |
| [Consolidated Statements of Shareholders' [removed: Equity](#i6100586ca64547a4aecebc474819301a_79)] [added: Equity](#i6f1d7d5722ba459188dfc6bf74cfb8b6_70)] | | | [removed: [39](#i6100586ca64547a4aecebc474819301a_79)] [added: [38](#i6f1d7d5722ba459188dfc6bf74cfb8b6_70)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i6100586ca64547a4aecebc474819301a_82)] [added: Flows](#i6f1d7d5722ba459188dfc6bf74cfb8b6_73)] | | | [removed: [40](#i6100586ca64547a4aecebc474819301a_82)] [added: [39](#i6f1d7d5722ba459188dfc6bf74cfb8b6_73)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i6100586ca64547a4aecebc474819301a_85)] [added: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] | | | [removed: [41](#i6100586ca64547a4aecebc474819301a_85)] [added: [40](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] | | |
With the supervision of our [removed: Chairman] [added: President] and Chief Executive Officer and our Chief Financial Officer, management assessed our internal control over financial reporting as of May 31, [removed: 2020.][added: 2021.]
Based on our assessment, management has concluded that our internal control over financial reporting was effective as of May 31, [removed: 2020,] [added: 2021,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States.
| [removed: Scott D. Farmer Chairman] [added: Todd M. Schneider President] and Chief Executive Officer | | |
[removed: Report of Independent Registered] [added: Registered] Public Accounting Firm
We have audited the accompanying consolidated balance sheets of Cintas Corporation (the Company) as of May 31, [removed: 2020 and 2019,] [added: 2021] and [added: 2020,] the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended May 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at May 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July [removed: 29, 2020,] [added: 28, 2021,] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | At May 31, [removed: 2020,] [added: 2021,] the Company's insurance reserve was [removed: $165.4] [added: $156.4] million. As described in [Note [removed: 1](#i6100586ca64547a4aecebc474819301a_88)] [added: 1](#i6f1d7d5722ba459188dfc6bf74cfb8b6_79)] to the Company’s consolidated financial statements, the Company’s insurance reserve represents the estimated ultimate cost of all asserted and unasserted [added: (incurred but not reported)] claims primarily related to workers' compensation, auto liability and other general liability exposure. The [added: incurred but not reported] insurance reserve is estimated through actuarial procedures and by using industry assumptions, adjusted for Company specific expectations based on claims history. Auditing the Company's estimate of the [added: incurred but not reported] insurance reserve is judgmental and complex due to the significant estimation uncertainty [removed: in the value] of [removed: asserted claims including their loss development as well as] the potential value of unasserted claims, which are developed with the assistance of a third-party actuarial specialist. | | |
| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s [added: incurred but not reported] insurance reserve. This includes internal controls over the claims activity and actuarial methods used to establish the [added: incurred but not reported] insurance reserve. Specifically, we tested internal controls related to management’s review of data provided to the actuary, validation of claim activity and review of actuarial methods. To test the [added: incurred but not reported] insurance reserve, our audit procedures included, among others, assessing the methodologies used to estimate the [added: incurred but not reported] insurance [removed: reserve and] [added: reserve,] testing the completeness and accuracy of the underlying claims data, vouching payments made to third [removed: parties] [added: parties,] and testing the mathematical accuracy of the actuarially determined [added: incurred but not reported] insurance reserve. Furthermore, we involved our actuarial specialists to assist in evaluating the methodologies used by management to determine the [added: incurred but not reported] insurance reserve and comparing the Company’s recorded [added: incurred but not reported] insurance reserve to a range developed based on independently selected actuarial methodologies. | | |
We have audited Cintas Corporation’s internal control over financial reporting as of May 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Cintas Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May 31, [removed: 2020 and 2019,] [added: 2021] and [added: 2020,] the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended May 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated July [removed: 29, 2020,] [added: 28, 2021,] expressed an unqualified opinion thereon.
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying [removed: “Report of Management”.][added: “Management's Report on Internal Control over Financial Reporting”.]
| Consolidated Statements of Income | | | Fiscal Years Ended May 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| (In thousands except per share data) | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | [added: 2020] | | | | | | [added: 2019] | | |
| Revenue: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| Uniform rental and facility services | | | $ | [removed: 5,643,494] [added: 5,689,632] | | | | | $ | [removed: 5,552,430] [added: 5,643,494] | | | | | $ | [removed: 5,247,124 | | | | | | | | | | | |] [added: 5,552,430] | |
| Other | | | [removed: 1,441,626 | | | | | | 1,339,873 | | | | | | 1,229,508] [added: 1,426,708] | | | | | | [added: 1,441,626] | | | | | | [added: 1,339,873] | | |
| Total revenue | | | [removed: 7,085,120 | | | | | | 6,892,303 | | | | | | 6,476,632] [added: 7,116,340] | | | | | | [added: 7,085,120] | | | | | | [added: 6,892,303] | | |
| Costs and expenses: | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]
| Cost of uniform rental and facility services | | | [removed: 3,055,145 | | | | | | 3,027,599 | | | | | | 2,886,959] [added: 2,983,514] | | | | | | [added: 3,055,145] | | | | | | [added: 3,027,599] | | |
| Cost of other | | | [removed: 796,227 | | | | | | 736,116 | | | | | | 681,150] [added: 818,175] | | | | | | [added: 796,227] | | | | | | [added: 736,116] | | |
| Selling and administrative expenses | | | [removed: 2,071,052 | | | | | | 1,980,644 | | | | | | 1,916,792] [added: 1,929,159] | | | | | | [added: 2,071,052] | | | | | | [added: 1,980,644] | | |
| G&K Services, Inc. integration expenses | | | — | | | | | | [removed: 14,410 | | | | | | 41,897 | | | | | |] [added: —] | | | | | | [added: 14,410] | | |
| Operating income | | | [removed: 1,162,696 | | | | | | 1,133,534 | | | | | | 949,834] [added: 1,385,492] | | | | | | [added: 1,162,696] | | | | | | [added: 1,133,534] | | |
| Gain on sale of a cost method investment | | | — | | | | | | [removed: 69,373 | | | | | |] — | | | | | | [removed: | | | | | |] [added: 69,373] | | |
| Interest income | | | [removed: (988) | | | | | | (1,228) | | | | | | (1,342)] [added: (467)] | | | | | | [added: (988)] | | | | | | [added: (1,228)] | | |
| Interest expense | | | [removed: 105,393 | | | | | | 101,736 | | | | | | 110,175] [added: 98,210] | | | | | | [added: 105,393] | | | | | | [added: 101,736] | | |
| Income before income taxes | | | [removed: 1,058,291 | | | | | | 1,102,399 | | | | | | 841,001] [added: 1,287,749] | | | | | | [added: 1,058,291] | | | | | | [added: 1,102,399] | | |
| Income taxes | | | [removed: 181,931 | | | | | | 219,764 | | | | | | 57,069] [added: 176,781] | | | | | | [added: 181,931] | | | | | | [added: 219,764] | | |
| Income from continuing operations | | | [removed: 876,360 | | | | | | 882,635 | | | | | | 783,932] [added: 1,110,968] | | | | | | [added: 876,360] | | | | | | [added: 882,635] | | |
30
Report of Independent
July 28, 2021
Report of Independent
Registered Public Accounting Firm
July 28, 2021
| Net income | | | $ | 1,110,968 | | | | | $ | 876,037 | | | | | $ | 884,981 | |
| | | | $ | 8,236,823 | | | | | $ | 7,669,885 | |
| Common stock, no par value: 425,000,000 shares authorized 2021: 189,071,185 shares issued and 104,061,391 shares outstanding 2020: 186,793,207 shares issued and 103,415,368 shares outstanding | | | 1,417,343 | | | | | | 1,102,689 | | |
| Treasury stock: 2021: 85,009,794 shares 2020: 83,377,839 shares | | | (5,736,258) | | | | | | (5,182,137) | | |
| | | | $ | 8,236,823 | | | | | $ | 7,669,885 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,110,968 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,110,968 | | |
| Dividends | | | — | | | | | | — | | | | | | — | | | | | | (530,462) | | | | | | — | | | | | | — | | | | | | — | | | | | | (530,462) | | |
| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,632) | | | | | | (554,121) | | | | | | (554,121) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at May 31, 2021 | | | 189,071 | | | | | | $ | 1,417,343 | | | | | $ | 98,859 | | | | | $ | 7,877,015 | | | | | $ | 30,888 | | | | | (85,010) | | | | | | $ | (5,736,258) | | | | | $ | 3,687,847 | |
| Net income | | | $ | 1,110,968 | | | | | $ | 876,037 | | | | | $ | 884,981 | |
| Net gain on sale of operating assets | | | (22,030) | | | | | | — | | | | | | (3,200) | | |
Cintas is also the creator of the Total Clean Program™ — a first-of-its-kind service that includes scheduled delivery of essential cleaning supplies, hygienically clean laundering, and sanitizing and disinfecting projects and services.
Many of the business closures, quarantine orders and other restrictive measures remained in place through fiscal 2021.
The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, consolidated results of operations, consolidated financial condition or liquidity will ultimately be impacted.
The May 31, 2020 liability balance was recorded in accrued compensation and related liabilities on the consolidated balance sheets.
Cintas did not record employee termination costs during fiscal 2021.
Certain of the corresponding trade receivables were collected during fiscal 2021, and $14.2 million of incremental allowance for doubtful accounts recorded as of May 31, 2020 was reversed through selling and administrative expenses as the Company's estimates and assumptions related to the impact of COVID-19 changed
during fiscal 2021.
As of May 31, 2021, no incremental allowance for doubtful accounts was deemed necessary.
| | | | $ | 481,797 | | | | | $ | 408,898 | |
As of May 31, 2021, our Uniform Rental and Facility Services and First Aid and Safety reportable operating segments held an excess amount of personal protective equipment inventory on hand.
The excess inventory, determined through specific identification, resulted in an increase to the obsolescence reserve of $43.6 million as of May 31, 2021, in comparison to May 31, 2020.
As of May 31, 2020, an incremental obsolescence reserve was recorded within our Uniform Direct Sales operating segment due to larger quantities of inventory remaining on hand, at the consolidated balance sheet date, as a result of disruption created by the onset of the COVID-19 pandemic.
Obsolete inventory reserves are recorded in selling and administrative expenses on the consolidated statements of income.
| | | | Years | | |
Cintas recognized a long-lived asset impairment loss of $5.1 million in the Uniform Direct Sale operating segment during the year ended May 31, 2021.
The long-lived asset impairments in both fiscal years were based on the excess of the carrying amount of
asset over their respective fair values.
| (In thousands) | | | 2021 | | | | | | 2020 | | |
| Dividends | | | 79,135 | | | | | | — | | |
Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue from contracts with customers and recognizing costs related to obtaining customer contracts in the period ended May 31, 2019.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
July 29, 2020
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | $ | 7,669,885 | | | | | $ | 7,436,662 | | | | | | | |
| 100,000 shares authorized, none outstanding | | | | | | | | | | | | | | | | | |
| Common stock, no par value: | | | 1,102,689 | | | | | | 840,328 | | | | | | | | |
| 425,000,000 shares authorized | | | | | | | | | | | | | | | | | |
| 2020: 186,793,207 shares issued and 103,415,368 shares outstanding | | | | | | | | | | | | | | | | | |
| 2019: 184,790,626 shares issued and 103,284,401 shares outstanding | | | | | | | | | | | | | | | | | |
| Treasury stock: | | | (5,182,137) | | | | | | (4,717,619) | | | | | | | | |
| 2020: 83,377,839 shares | | | | | | | | | | | | | | | | | |
| 2019: 81,506,225 shares | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at June 1, 2017 | | | 180,993 | | | | | | $ | 485,068 | | | | | $ | 223,924 | | | | | $ | 5,170,830 | | | | | $ | (3,029) | | | | | (75,592) | | | | | | $ | (3,574,000) | | | | | $ | 2,302,793 | | | | | | | | | | | | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 842,586 | | | | | | — | | | | | | — | | | | | | — | | | | | | 842,586 | | | | | | | | | | | | | | |
| Dividends | | | — | | | | | | — | | | | | | — | | | | | | (175,589) | | | | | | — | | | | | | — | | | | | | — | | | | | | (175,589) | | | | | | | | | | | | | | |
| Repurchase of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (805) | | | | | | (127,319) | | | | | | (127,319) | | | | | | | | | | | | | | |
| Gain on sale of business | | | — | | | | | | (3,200) | | | | | | (96,400) | | | | | | | | | | | | | | |
| Proceeds from redemption of marketable securities and investments | | | — | | | | | | — | | | | | | 179,857 | | | | | | | | | | | | | | |
| Proceeds from sale of business | | | — | | | | | | 3,200 | | | | | | 127,835 | | | | | | | | | | | | | | |
Through the first three quarters of fiscal 2020, the COVID-19 pandemic did not have a significant impact on our business.
Given the unprecedented nature of this situation, we cannot reasonably estimate the full extent of the impact COVID-19 will have on our consolidated financial condition, results of operations, or cash flows in the foreseeable future.
The ultimate impact of COVID-19 on us is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the COVID-19 pandemic subsides.
We anticipate the remaining accrued employee termination benefits to be paid by the end of the next fiscal year.
See [Note 17](#i6100586ca64547a4aecebc474819301a_154) entitled G&K Services, Inc. Integration Expenses.
| | | | $ | 408,898 | | | | | $ | 334,589 | |
Consequently, an additional reserve, determined through specific identification, was established for inventory within this operating segment.
In fiscal 2020, we identified the impact from COVID-19 as a qualitative factor that necessitated a quantitative analysis.
To test for goodwill impairment, using a quantitative analysis, we estimate the fair value of each of our reporting units using both a discounted cash flow valuation technique and a market-based approach.
The impairment test is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, margin expansion and our business plans.
We believe these estimates and assumptions are reasonable.
However, future changes in the judgments, assumptions and estimates that are used in our impairment testing for goodwill and identifiable intangible assets, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values.
The most significant assumptions used in the determination of the estimated fair value of the reporting units are the revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) growth rates (including terminal growth rates) and the discount rate.
The terminal growth rate represents the rate at which the reporting unit is expected to grow beyond the shorter-term business planning period.
The terminal growth rate utilized in our fair value estimate is consistent with the reporting unit operating plans and approximates expected long-term category market growth rates and inflation.
An excerpt. Shown here: 40 of 479 rewritten, 40 of 200 added and 40 of 220 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2021 filing and the FY2020 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 2 unchanged
With the participation of Cintas' management, including Cintas' [removed: Chairman] [added: President] and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, Cintas has evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of May 31, [removed: 2020.][added: 2021.]
Based on such evaluation, Cintas' management, including Cintas' [removed: Chairman] [added: President] and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, have concluded that Cintas' disclosure controls and procedures were effective as of May 31, [removed: 2020,] [added: 2021,] 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.
Management's Report on Internal Control over Financial Reporting and the Report of Ernst & Young LLP, Independent Registered Public Accounting Firm thereon are set forth in [Part II, Item [removed: 8](#i6100586ca64547a4aecebc474819301a_52)] [added: 8](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] of this Annual Report on Form 10-K and are incorporated by reference herein.
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 May 31, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Item 9B. Other Information
0 rewritten, 0 added, 2 removed, 1 unchanged
70
Part III
Item 9C. Disclosure Regarding
0 rewritten, 4 added, 0 removed, 0 unchanged
New section this year
Foreign Jurisdictions that Prevent Inspections
Not applicable.
66
Part III
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required under this item is incorporated herein by reference to the material contained in Cintas' definitive proxy statement for the [removed: 2020] [added: 2021] annual meeting of shareholders to be filed with the SEC pursuant to Regulation 14A not later than 120 days after the close of the fiscal year (the Proxy Statement).
Item 12. Security Ownership of Certain Beneficial
2 rewritten, 2 added, 2 removed, 7 unchanged
The following table provides information about Cintas' common stock that may be issued under Cintas' equity compensation plans as of May 31, [removed: 2020.][added: 2021.]
(1) Excludes [removed: 1,625,215] [added: 1,241,223] unvested restricted stock units.
| Equity compensation plans approved by shareholders | | | 6,055,524 | | | | | | $ | 191.11 | | | | | 6,358,437 | | |
| Total | | | 6,055,524 | | | | | | $ | 191.11 | | | | | 6,358,437 | | |
| Equity compensation plans approved by shareholders | | | 7,105,399 | | | | | | $ | 145.54 | | | | | 7,239,070 | | |
| Total | | | 7,105,399 | | | | | | $ | 145.54 | | | | | 7,239,070 | | |
Item 13. Certain Relationships and
1 rewritten, 0 added, 0 removed, 1 unchanged
Related [removed: Transactions] [added: Transactions,] and Director Independence
Item 14. Principal Accountant Fees and Services
0 rewritten, 1 added, 1 removed, 2 unchanged
67
71
Item 15. Exhibits and Financial Statement Schedules
11 rewritten, 2 added, 1 removed, 90 unchanged
| | | | | | | For each of the three years in the period ended May 31, [removed: 2020.] [added: 2021.] | | |
| | | | | | | [Schedule II: Valuation and Qualifying Accounts and [removed: Reserves.](#i6100586ca64547a4aecebc474819301a_199)] [added: Reserves.](#i6f1d7d5722ba459188dfc6bf74cfb8b6_169)] | | |
| | | | | | | All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the [Consolidated Financial [removed: Statements](#i6100586ca64547a4aecebc474819301a_52)] [added: Statements](#i6f1d7d5722ba459188dfc6bf74cfb8b6_52)] or [removed: [Notes](#i6100586ca64547a4aecebc474819301a_85)] [added: [Notes](#i6f1d7d5722ba459188dfc6bf74cfb8b6_76)] thereto. | | |
| [removed: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/a21-subsidiaries2020.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a21-subsidiaries2021.htm)] | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/a21-subsidiaries2020.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a21-subsidiaries2021.htm)] | | |
| [removed: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/a23-consentofey2020.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a23-consentofey2021.htm)] | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/a23-consentofey2020.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a23-consentofey2021.htm)] | | |
| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex311.htm)] | | | | | | [Certification of Principal Executive Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex311.htm)] | | |
| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex312.htm)] | | | | | | [Certification of Principal Financial Officer, Pursuant to Rule 13a-14(a) of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex312.htm)] | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex321.htm)] | | | | | | [Certification of Chief Executive Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex321.htm)] | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex322.htm)] | | | | | | [Certification of Chief Financial Officer, Pursuant to 18 U.S.C. § [removed: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325420000025/ctas10k2020ex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/ctas10k2021ex322.htm)] | | |
| 101 | | | | | | The following financial statements from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2020,] [added: 2021,] formatted in Inline XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |
| 104 | | | | | | The cover page from Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2020,] [added: 2021,] formatted in Inline XBRL (included as Exhibit 101). | | |
| [22](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a22-subsidiaryguarantorsfy.htm) | | | | | | [Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant.](https://www.sec.gov/Archives/edgar/data/723254/000072325421000021/a22-subsidiaryguarantorsfy.htm) | | |
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Item 16. Form 10-K Summary
12 rewritten, 27 added, 12 removed, 11 unchanged
| CINTAS CORPORATION | | | | | | | | | [removed: | | | | | |]
| | | | | | | [removed: Chairman] [added: President] and Chief Executive Officer | | | [removed: | | | | | |]
DATE SIGNED: July [removed: 29, 2020][added: 28, 2021]
| Signature | | | | | | | | | [removed: | | |] Capacity | | | | | | Date | | |
| /s/ | | | Scott D. Farmer Scott D. Farmer | | | | | | [added: Executive] Chairman of the Board of Directors [removed: and Chief Executive Officer (Principal Executive Officer)] | | | | | | July [removed: 29, 2020 | | |] [added: 28, 2021] | | |
| /s/ | | | Ronald W. Tysoe Ronald W. Tysoe | | | | | | Director | | | | | | July [removed: 29, 2020 | | |] [added: 28, 2021] | | |
| /s/ | | | John F. Barrett John F. Barrett | | | | | | Director | | | | | | July [removed: 29, 2020 | | |] [added: 28, 2021] | | |
| /s/ | | | Karen L. Carnahan Karen L. Carnahan | | | | | | Director | | | | | | July [removed: 29, 2020 | | |] [added: 28, 2021] | | |
| /s/ | | | J. Michael Hansen J. Michael Hansen | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | | | | | July [removed: 29, 2020 | | |] [added: 28, 2021] | | |
| (In thousands) | | | Balance at Beginning of Year | | | | | | Additions (1) | | | | | | Deductions [removed: (2)] [added: (2)(4)] | | | | | | Balance at End of Year | | |
(2)Represents reductions in the [added: consolidated] balance sheet reserve due to the actual write-off of non-collectible accounts receivable.
These amounts do not impact Cintas' consolidated [removed: income statement.][added: statements of income.]
68
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| By: | | | /s/ | | | Todd M. Schneider | | |
| | | | | | | Todd M. Schneider | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| /s/ | | | Todd M. Schneider Todd M. Schneider | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | July 28, 2021 | | |
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69
| May 31, 2019 (3) | | | $ | 10,053 | | | | | $ | 7,752 | | | | | $ | 6,462 | | | | | $ | 11,343 | |
| May 31, 2020 (3) | | | $ | 11,343 | | | | | $ | 40,521 | | | | | $ | 16,431 | | | | | $ | 35,433 | |
| May 31, 2021 | | | $ | 35,433 | | | | | $ | 27,517 | | | | | $ | 50,853 | | | | | $ | 12,097 | |
(3) Fiscal 2020 and fiscal 2019 have been recast to align with the allowance for doubtful account methodology and presentation upon adoption of Topic 326 on June 1, 2020.
(4) The deductions in fiscal 2021 include $14.2 million of incremental allowance for doubtful accounts recorded as of May 31, 2020 in response to uncertainties related to customer collections impacted by the COVID-19 pandemic.
Certain of the corresponding trade receivables were collected during fiscal 2021, and the incremental reserve was reversed as the Company's estimates and assumptions related to the impact of COVID-19 changed during fiscal 2021.
70
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| By: | | | /s/ | | | Scott D. Farmer | | | | | | | | |
| | | | | | | Scott D. Farmer | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| /s/ | | | James J. Johnson James J. Johnson | | | | | | Director | | | | | | July 29, 2020 | | | | | |
73
| May 31, 2018 | | | $ | 20,525 | | | | | $ | 13,358 | | | | | $ | 373 | | | | | $ | 33,510 | |
| May 31, 2019 | | | $ | 33,510 | | | | | $ | 10,761 | | | | | $ | 6,462 | | | | | $ | 37,809 | |
| May 31, 2020 | | | $ | 37,809 | | | | | $ | 40,789 | | | | | $ | 16,431 | | | | | $ | 62,167 | |
74