Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(In thousands except per share data)

Three Months EndedNine Months Ended
February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Revenue:
Uniform rental and facility services$1,553,320$1,417,865$4,596,767$4,222,764
Other407,222359,1911,183,0061,057,914
Total revenue1,960,5421,777,0565,779,7735,280,678
Costs and expenses:
Cost of uniform rental and facility services834,082761,8502,430,6442,217,073
Cost of other228,306205,690663,078608,004
Selling and administrative expenses490,549483,0481,503,1171,426,555
Operating income407,605326,4681,182,9341,029,046
Interest income(56)(87)(168)(369)
Interest expense22,03024,55265,78673,659
Income before income taxes385,631302,0031,117,316955,756
Income taxes70,18343,619176,020112,510
Net income$315,448$258,384$941,296$843,246
Basic earnings per share$3.04$2.44$9.05$7.99
Diluted earnings per share$2.97$2.37$8.84$7.78
Dividends declared per share$0.95$0.75$2.85$4.26

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

Three Months EndedNine Months Ended
February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Net income$315,448$258,384$941,296$843,246
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments5,2978,947(26,191)38,853
Change in fair value of interest rate lock agreements, net of tax expense of $11,832, $25,689, $3,022 and $34,761, respectively34,56775,8508,828102,634
Amortization of interest rate lock agreements, net of tax benefit of $149, $116, $445 and $347, respectively(459)(358)(1,378)(1,075)
Other comprehensive income (loss), net of tax expense of $11,981, $25,805, $3,467 and $35,108, respectively39,40584,439(18,741)140,412
Comprehensive income$354,853$342,823$922,555$983,658

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands except share data)

February 28, 2022May 31, 2021
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$84,136$493,640
Accounts receivable, net1,004,632901,710
Inventories, net486,750481,797
Uniforms and other rental items in service881,734810,104
Income taxes, current66,04722,282
Prepaid expenses and other current assets163,442133,776
Total current assets2,686,7412,843,309
Property and equipment, net1,312,1761,318,438
Investments259,930274,616
Goodwill3,032,7382,913,069
Service contracts, net402,366408,445
Operating lease right-of-use assets, net167,995168,532
Other assets, net306,654310,414
$8,168,600$8,236,823
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$235,051$230,786
Accrued compensation and related liabilities212,481241,469
Accrued liabilities622,797518,910
Operating lease liabilities, current44,10543,850
Debt due within one year1,509,056899,070
Total current liabilities2,623,4901,934,085
Long-term liabilities:
Debt due after one year1,343,5131,642,833
Deferred income taxes430,695386,647
Operating lease liabilities131,224130,774
Accrued liabilities345,778454,637
Total long-term liabilities2,251,2102,614,891
Shareholders’ equity:
Preferred stock, no par value:——
100,000 shares authorized, none outstanding
Common stock, no par value, and paid-in capital:1,729,5251,516,202
425,000,000 shares authorized
FY 2022: 190,693,424 shares issued and 102,415,971 shares outstanding
FY 2021: 189,071,185 shares issued and 104,061,391 shares outstanding
Retained earnings8,522,3277,877,015
Treasury stock:(6,970,099)(5,736,258)
FY 2022: 88,277,453 shares
FY 2021: 85,009,794 shares
Accumulated other comprehensive income12,14730,888
Total shareholders’ equity3,293,9003,687,847
$8,168,600$8,236,823

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(In thousands)

Common Stock and Paid-In CapitalRetained EarningsOther Accumulated Comprehensive Income (Loss)Treasury StockTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at June 1, 2021189,071$1,516,202$7,877,015$30,888(85,010)$(5,736,258)$3,687,847
Net income——331,179———331,179
Comprehensive loss, net of tax———(61,154)——(61,154)
Dividends——(98,826)———(98,826)
Stock-based compensation—36,496————36,496
Vesting of stock-based compensation awards493——————
Stock options exercised56472,896————72,896
Repurchase of common stock————(1,788)(659,235)(659,235)
Balance at August 31, 2021190,128$1,625,594$8,109,368$(30,266)(86,798)$(6,395,493)$3,309,203
Net income——294,669———294,669
Comprehensive income, net of tax———3,008——3,008
Dividends——(98,961)———(98,961)
Stock-based compensation—24,397————24,397
Vesting of stock-based compensation awards31——————
Stock options exercised31736,302————36,302
Repurchase of common stock————(13)(5,491)(5,491)
Balance at November 30, 2021190,476$1,686,293$8,305,076$(27,258)(86,811)$(6,400,984)$3,563,127
Net income——315,448———315,448
Comprehensive income, net of tax———39,405——39,405
Dividends——(98,197)———(98,197)
Stock-based compensation—22,794————22,794
Vesting of stock-based compensation awards2——————
Stock options exercised21520,438————20,438
Repurchase of common stock————(1,466)(569,115)(569,115)
Balance at February 28, 2022190,693$1,729,525$8,522,327$12,147(88,277)$(6,970,099)$3,293,900

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(In thousands)

Common Stock and Paid-In CapitalRetained EarningsOther Accumulated Comprehensive LossTreasury StockTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at June 1, 2020186,793$1,274,210$7,296,509$(153,380)(83,378)$(5,182,137)$3,235,202
Net income——300,005———300,005
Comprehensive income, net of tax———37,430——37,430
Stock-based compensation—29,055————29,055
Vesting of stock-based compensation awards568——————
Stock options exercised79572,123————72,123
Repurchase of common stock————(230)(69,011)(69,011)
Balance at August 31, 2020188,156$1,375,388$7,596,514$(115,950)(83,608)$(5,251,148)$3,604,804
Net income——284,857———284,857
Comprehensive income, net of tax———18,543——18,543
Dividends——(371,827)———(371,827)
Stock-based compensation—28,547————28,547
Vesting of stock-based compensation awards21——————
Stock options exercised42435,407————35,407
Repurchase of common stock————(7)(2,371)(2,371)
Balance at November 30, 2020188,601$1,439,342$7,509,544$(97,407)(83,615)$(5,253,519)$3,597,960
Net income——258,384———258,384
Comprehensive income, net of tax———84,439——84,439
Dividends——(79,503)———(79,503)
Stock-based compensation—25,819————25,819
Vesting of stock-based compensation awards9——————
Stock options exercised30412,519————12,519
Repurchase of common stock————(260)(83,108)(83,108)
Balance at February 22, 2021188,914$1,477,680$7,688,425$(12,968)(83,875)$(5,336,627)$3,816,510

See accompanying notes.

CINTAS CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Nine Months Ended
February 28, 2022February 28, 2021
Cash flows from operating activities:
Net income$941,296$843,246
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation184,464182,132
Amortization of intangible assets and capitalized contract costs112,859107,689
Stock-based compensation83,68783,421
Gain on equity method investment transaction(30,151)—
Gain on sale of operating assets(12,129)(21,861)
Deferred income taxes42,652(36,259)
Change in current assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net(99,223)(63,178)
Inventories, net2,311(123,678)
Uniforms and other rental items in service(77,584)(6,269)
Prepaid expenses and other current assets and capitalized contract costs(77,450)(76,971)
Accounts payable6,1685,113
Accrued compensation and related liabilities(28,400)97,474
Accrued liabilities and other(17,717)(1,357)
Income taxes, current(43,728)(84,687)
Net cash provided by operating activities987,055904,815
Cash flows from investing activities:
Capital expenditures(165,851)(100,410)
Purchases of investments(6,024)(7,873)
Proceeds from sale of operating assets, net of cash disposed15,34732,490
Acquisitions of businesses, net of cash acquired(150,844)(7,570)
Other, net(8,939)(5,301)
Net cash used in investing activities(316,311)(88,664)
Cash flows from financing activities:
Issuance of commercial paper, net559,210—
Repayment of debt(250,000)—
Proceeds from exercise of stock-based compensation awards117,636120,049
Dividends paid(276,922)(371,818)
Repurchase of common stock(1,221,841)(154,490)
Other, net(6,657)(3,836)
Net cash used in financing activities(1,078,574)(410,095)
Effect of exchange rate changes on cash and cash equivalents(1,674)2,153
Net (decrease) increase in cash and cash equivalents(409,504)408,209
Cash and cash equivalents at beginning of period493,640145,402
Cash and cash equivalents at end of period$84,136$553,611

See accompanying notes.

CINTAS CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

The consolidated condensed financial statements of Cintas Corporation (Cintas, the Company, we, us or our) included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, we suggest that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021. A summary of our significant accounting policies is presented beginning on page 40 of that report. There have been no material changes in the accounting policies followed by Cintas during the current fiscal year.

Interim results are subject to variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, adjustments (which include only normal recurring adjustments) necessary for a fair statement of the consolidated results of the interim periods shown have been made.

Inventories, net are valued at the lower of cost (first-in, first-out) or net realizable value. Inventory is comprised of the following:

(In thousands)February 28, 2022May 31, 2021
Raw materials$23,218$15,109
Work in process33,85837,664
Finished goods429,674429,024
$486,750$481,797

Inventories are recorded net of reserves for obsolete inventory (excess and slow-moving) of $103.0 million and $111.0 million at February 28, 2022 and May 31, 2021, respectively. The inventory obsolescence reserve is determined by specific identification, as well as an estimate based on Cintas' historical rates of obsolescence. Once a specific inventory item is written down to the lower of cost or net realizable value, a new cost basis has been established, and that inventory item cannot subsequently be marked up.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. The reclassification has been reflected in the consolidated condensed balance sheet and consolidated condensed statement of shareholders' equity for the fiscal year ended May 31, 2021 and the three and nine months ended February 28, 2021, to combine common stock and paid-in capital for presentation purposes. These reclassifications had no effect on the Company's reported results of operations.

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is part of the FASB’s overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 removes certain exceptions to the general principles of Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740), in order to reduce the cost and complexity of its application in the areas of intraperiod tax allocation, deferred tax liabilities related to outside basis differences, year-to-date losses in interim periods and other areas within ASC 740. The Company adopted ASU 2019-12 on June 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated condensed financial statements currently but may in future periods.

No other new accounting pronouncement recently issued or newly effective had, or is expected to have, a material impact on Cintas' consolidated condensed financial statements.

Note 2 - Revenue Recognition

The following table presents Cintas' total revenue disaggregated by operating segment:

Three Months EndedNine Months Ended
(In thousands)February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Uniform Rental and Facility Services$1,553,32079.2%$1,417,86579.8%$4,596,76779.5%$4,222,76480.0%
First Aid and Safety Services212,95810.9%198,47411.2%614,23410.6%597,37311.3%
Fire Protection Services128,7276.6%110,2126.2%380,1996.6%322,9136.1%
Uniform Direct Sales65,5373.3%50,5052.8%188,5733.3%137,6282.6%
Total revenue$1,960,542100.0%$1,777,056100.0%$5,779,773100.0%$5,280,678100.0%

Fire Protection Services and Uniform Direct Sales operating segments are included within All Other as disclosed in Note 12 entitled Segment Information.

Revenue Recognition Policy

Approximately 95% of the Company's revenue is derived from fees for route servicing of Uniform Rental and Facility Services, First Aid and Safety Services and Fire Protection Services customers, performed by a Cintas employee-partner, at the customer's location of business. Revenues from our route servicing customer contracts represent a single-performance obligation. The Company recognizes revenues over time as services are performed based on the nature of services provided and contractual rates (output method) or at a point in time when the performance obligation under the terms of the contract with a customer are satisfied, at the customer's location of business. The Company's remaining revenue, primarily within the Uniform Direct Sales operating segment, and representing approximately 5% of the Company's total revenue, is recognized when the obligations under the terms of a contract with a customer are satisfied. This generally occurs when the goods are transferred to the customer.

Revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities. Shipping and handling costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer. Certain of our customer contracts include pricing terms and conditions that include components of variable consideration. The variable consideration is typically in the form of consideration paid to a customer based on performance metrics specified within the contract. Specifically, some contracts contain discounts or rebates that the customer can earn through the achievement of specified volume levels. Each component of variable consideration is earned based on the Company's actual performance during the measurement period specified within the contract. To determine the transaction price, the Company estimates the variable consideration using the most likely amount method, based on the specific contract provisions and known performance results during the relevant measurement period. When determining if variable consideration should be constrained, the Company considers whether factors outside its control could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal. The Company's performance period generally corresponds with the monthly invoice period. No constraints on our revenue recognition were applied during the three or nine months ended February 28, 2022 or 2021. The Company reassesses these estimates during each reporting period. Cintas maintains a liability for these discounts and rebates within accrued liabilities on the consolidated condensed balance sheets. Variable consideration also includes consideration paid to a customer at the beginning of a contract. Cintas capitalizes this consideration and amortizes it over the life of the contract as a reduction to revenue. These assets are included in prepaid expenses and other current assets and in other assets, net on the consolidated condensed balance sheets.

Additionally, certain Uniform Direct Sales operating segment customer contracts contain a provision with an enforceable right of payment, and the underlying product has no alternative use to Cintas. Consequently, when both aforementioned provisions are prevalent in a customer contract, the revenue is recorded for finished goods that the customer is obligated to purchase under the termination terms of the contract.

We are exposed to credit losses primarily through our trade receivables. We determine the allowance for credit losses using both an estimate, based on historical rates of collections, and reserves for specific accounts identified as uncollectible. The portion of the allowance that is an estimate based on Cintas' historical rates of collections is recorded for overdue amounts, beginning with a nominal percentage when the account is current and increasing substantially as the account ages. The amount provided as the account ages will differ slightly between the Uniform Rental and Facility Services reportable operating segment, the First Aid and Safety Services reportable operating segment and All Other because of differences in customers served and the nature of each business. We update our estimate of credit loss reserves quarterly, considering recent write-offs and collections information and underlying economic expectations.

Costs to Obtain a Contract

The Company capitalizes commission expenses paid to our employee-partners when the commissions are deemed to be incremental for obtaining the route servicing customer contract. As permitted by ASC 606, "Revenue from Contracts with Customers (Topic 606)", the Company has elected to apply the guidance to a portfolio of contracts (or performance obligations) with similar characteristics because the Company reasonably expects that the effects on the consolidated condensed financial statements of applying this guidance to the portfolio would not differ materially from applying this guidance to the individual contracts within the portfolio. The Company also continues to expense certain costs to obtain a contract if those costs do not meet the criteria of the standard or the amortization period of the asset would have been one year or less. The deferred commissions are amortized on a straight-line basis over the expected period of benefit. We review the deferred commission balances for impairment on an ongoing basis. Deferred commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense. The current portion is included in prepaid expenses and other current assets and the noncurrent portion is included in other assets, net on the Company's consolidated condensed balance sheets. As of February 28, 2022, the current and noncurrent assets related to deferred commissions totaled $82.8 million and $232.7 million, respectively. As of May 31, 2021, the current and noncurrent assets related to deferred commissions totaled $79.4 million and $227.1 million, respectively. We recorded amortization expense related to deferred commissions of $22.0 million and $20.9 million during the three months ended February 28, 2022 and 2021, respectively. During the nine months ended February 28, 2022 and 2021, we recorded amortization expense related to deferred commissions of $65.1 million and $62.0 million, respectively. These expenses are classified in selling and administrative expenses on the consolidated condensed statements of income.

Note 3 - Leases

Cintas has operating leases for certain operating facilities, vehicles and equipment, which provide the right to use the underlying asset and require lease payments over the term of the lease. Each new contract is evaluated to determine if an arrangement contains a lease and whether that lease meets the classification criteria of a finance or operating lease. All identified leases are recorded on the consolidated condensed balance sheet with a corresponding operating lease right-of-use asset, net, representing the right to use the underlying asset for the lease term and the operating lease liabilities representing the obligation to make lease payments arising from the lease. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidated condensed balance sheet.

Operating lease right-of-use assets, net and operating lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term and include options to extend or terminate the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at lease commencement date. Lease expense for operating leases is recorded on a straight-line basis over the lease term and variable lease costs are recorded as incurred. Both lease expense and variable lease costs are primarily recorded in cost of uniform rental and facility services and other on the Company's consolidated condensed statements of income. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $19.0 million and $17.7 million for the three months ended February 28, 2022 and 2021, respectively. For the nine months ended February 28, 2022 and 2021, operating lease costs, including short-term lease expense and variable lease costs which were immaterial in both periods, were $55.2 million and $52.9 million, respectively.

The following table provides supplemental information related to the Company's consolidated condensed statements of cash flows for the nine months ended February 28:

(In thousands)20222021
Cash paid for amounts included in the measurement of operating lease liabilities$36,923$36,654
Operating lease right-of-use assets obtained in exchange for new and renewed operating lease liabilities$17,452$27,771
Operating lease right-of-use assets acquired in business combinations$17,734$—

Other information related to the operating lease right-of-use assets, net and operating lease liabilities was as follows:

February 28, 2022May 31, 2021
Weighted-average remaining lease term - operating leases5.54 years5.33 years
Weighted-average discount rate - operating leases2.17%2.32%

The contractual future minimum lease payments of Cintas' operating lease liabilities by fiscal year are as follows as of February 28, 2022:

(In thousands)
2022 (remaining three months)$12,455
202345,345
202434,896
202526,924
202621,255
Thereafter45,506
Total payments186,381
Less interest(11,052)
Total present value of lease payments$175,329

Note 4 - Fair Value Measurements

All financial instruments that are measured at fair value on a recurring basis (at least annually) have been classified within the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the consolidated condensed balance sheet date. These financial instruments measured at fair value on a recurring basis are summarized below:

As of February 28, 2022
(In thousands)Level 1Level 2Level 3Fair Value
Cash and cash equivalents$84,136$—$—$84,136
Prepaid expenses and other current assets:
Interest rate lock agreements—22,645—22,645
Other assets, net:
Interest rate lock agreements—21,370—21,370
Total assets at fair value$84,136$44,015$—$128,151
Current accrued liabilities:
Interest rate lock agreements$—$52,540$—$52,540
Long-term accrued liabilities:
Interest rate lock agreements—793—793
Total liabilities at fair value$—$53,333$—$53,333
As of May 31, 2021
(In thousands)Level 1Level 2Level 3Fair Value
Cash and cash equivalents$493,640$—$—$493,640
Other assets, net:
Interest rate lock agreements—40,400—40,400
Total assets at fair value$493,640$40,400$—$534,040
Long-term accrued liabilities:
Interest rate lock agreements$—$61,567$—$61,567
Total liabilities at fair value$—$61,567$—$61,567

Cintas’ cash and cash equivalents are generally classified within Level 1 or Level 2 of the fair value hierarchy. Financial instruments classified as Level 1 are based on quoted market prices in active markets, and financial instruments classified as Level 2 are based on quoted market prices, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. The types of financial instruments Cintas classifies within Level 1 include most bank deposits and money market securities. Cintas does not adjust the quoted market price for such financial instruments.

The fair values of Cintas' interest rate lock agreements are based on similar exchange traded derivatives (market approach) and are, therefore, included within Level 2 of the fair value hierarchy. The fair value was determined by comparing the locked rates against the benchmarked treasury rate. No other amounts included in prepaid expenses and other current assets, other assets, net, current accrued liabilities or long-term accrued liabilities are recorded at fair value on a recurring basis.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Cintas believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the consolidated condensed balance sheet dates.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, Cintas records assets and liabilities at fair value on a nonrecurring basis as required under U.S. GAAP. The assets and liabilities measured at fair value on a nonrecurring basis primarily relate to assets and liabilities acquired in a business acquisition. The Company's acquisition of the remaining interest of an equity method investment during the three months ended February 28, 2022 was recorded at fair value. See Note 10 entitled Acquisitions for additional information.

Note 5 - Investments

Cintas' investments are summarized as follows:

(In thousands)February 28, 2022May 31, 2021
Cash surrender value of insurance policies$254,245$252,061
Equity method investments3,52219,388
Cost method investments2,1633,167
Total investments$259,930$274,616

Investments are generally evaluated for impairment on an annual basis or when indicators of impairment exist. For the three and nine months ended February 28, 2022 and 2021, no impairment losses were recorded.

During the three months ended February 28, 2022, Cintas acquired the remaining interest of an equity method investment, and as a result, such investment is no longer accounted for as an equity method investment and is no longer included in the table above. See Note 10 entitled Acquisitions for more information.

Note 6 - Earnings Per Share

Cintas uses the two-class method to calculate basic and diluted earnings per share as a result of outstanding participating securities in the form of restricted stock awards. The following tables set forth the computation of basic and diluted earnings per share using the two-class method for amounts attributable to Cintas’ common shares.

Three Months EndedNine Months Ended
Basic Earnings per Share (In thousands except per share data)February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Net income$315,448$258,384$941,296$843,246
Less: income allocated to participating securities1,5811,8944,7065,908
Income available to common shareholders$313,867$256,490$936,590$837,338
Basic weighted average common shares outstanding103,388105,264103,438104,782
Basic earnings per share$3.04$2.44$9.05$7.99
Three Months EndedNine Months Ended
Diluted Earnings per Share (In thousands except per share data)February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Net income$315,448$258,384$941,296$843,246
Less: income allocated to participating securities1,5811,8944,7065,908
Income available to common shareholders$313,867$256,490$936,590$837,338
Basic weighted average common shares outstanding103,388105,264103,438104,782
Effect of dilutive securities – employee stock options2,2532,7322,4582,914
Diluted weighted average common shares outstanding105,641107,996105,896107,696
Diluted earnings per share$2.97$2.37$8.84$7.78

For the three months ended February 28, 2022 and 2021, options granted to purchase 0.6 million and 0.1 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. For the nine months ended February 28, 2022 and 2021, options granted to purchase 0.5 million and 0.2 million shares of Cintas common stock, respectively, were excluded from the computation of diluted earnings per share. The exercise prices of these options were greater than the average market price of the common stock (anti-dilutive).

On October 30, 2018, Cintas announced that the Board of Directors authorized a $1.0 billion share buyback program, which was completed during the third quarter of fiscal 2021. On October 29, 2019, we announced that the Board of Directors authorized a $1.0 billion share buyback program, which was completed during the first quarter of fiscal 2022. From the inception of the October 29, 2019 share buyback program through July 2021, Cintas purchased a total of 2.8 million shares of Cintas common stock at an average price of $358.93 per share for a total purchase price of $1.0 billion. On July 27, 2021, Cintas announced that the Board of Directors authorized a new $1.5 billion share buyback program, which does not have an expiration date.

The following tables summarize the share buyback activity by program and period:

Three Months EndedNine Months Ended
February 28, 2022February 28, 2022
Buyback Activity (In thousands except per share data)SharesAvg. Price per SharePurchase PriceSharesAvg. Price per SharePurchase Price
October 29, 2019—$—$—1,590$365.41$581,220
July 27, 20211,386388.03537,6551,386388.03537,655
1,386$388.03$537,6552,976$375.94$1,118,875
Shares acquired for taxes due (1)50$390.60$19,460261$394.84$102,966
Total repurchase of Cintas common stock$557,115$1,221,841
Three Months EndedNine Months Ended
February 28, 2021February 28, 2021
Buyback Activity (In thousands except per share data)SharesAvg. Price per SharePurchase PriceSharesAvg. Price per SharePurchase Price
October 30, 2018190$319.88$60,877190$319.88$60,877
October 29, 201966$321.51$21,08066$321.51$21,080
256$320.30$81,957256$320.30$81,957
Shares acquired for taxes due (1)4$332.73$1,151241$301.49$72,533
Total repurchase of Cintas common stock$83,108$154,490

(1) Shares of Cintas stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.

In addition to the share buyback activity presented above, Cintas acquired shares of Cintas common stock, via non-cash transactions, in connection with net-share settlements of option exercises. During the three and nine months ended February 28, 2022, Cintas acquired less than 0.1 million shares of Cintas common stock via such non-cash transactions at an average price of $391.03 for a total non-cash value of $12.0 million.

In the period subsequent to February 28, 2022, through April 7, 2022, we purchased 0.1 million shares of Cintas common stock at an average price of $368.75 for a total purchase price of $46.5 million. From the inception of the July 27, 2021 program through April 7, 2022, Cintas has purchased 1.5 million shares of Cintas common stock in the aggregate, at an average price of $386.42 per share, for a total purchase price of $584.2 million.

Note 7 - Goodwill, Service Contracts and Other Assets

Changes in the carrying amount of goodwill and service contracts for the nine months ended February 28, 2022, by reportable operating segment and All Other, are as follows:

Goodwill (in thousands)Uniform Rental and Facility ServicesFirst Aid and Safety ServicesAll OtherTotal
Balance as of June 1, 2021$2,547,510$248,571$116,988$2,913,069
Goodwill acquired99,82628,6555,073133,554
Foreign currency translation(12,715)(1,126)(44)(13,885)
Balance as of February 28, 2022$2,634,621$276,100$122,017$3,032,738
Service Contracts (in thousands)Uniform Rental and Facility ServicesFirst Aid and Safety ServicesAll OtherTotal
Balance as of June 1, 2021$369,141$18,294$21,010$408,445
Service contracts acquired32,6957,3311,53441,560
Service contracts amortization(37,679)(3,157)(3,598)(44,434)
Foreign currency translation(3,062)(143)—(3,205)
Balance as of February 28, 2022$361,095$22,325$18,946$402,366

Information regarding Cintas’ service contracts and other assets is as follows:

As of February 28, 2022As of May 31, 2021
(In thousands)Carrying AmountAccumulated AmortizationNetCarrying AmountAccumulated AmortizationNet
Service contracts$997,923$595,557$402,366$961,942$553,497$408,445
Capitalized contract costs (1)$529,698$297,027$232,671$459,079$231,940$227,139
Noncompete and consulting agreements50,02843,3196,70944,68342,4082,275
Other92,02324,74967,274105,37124,37181,000
Total other assets$671,749$365,095$306,654$609,133$298,719$310,414

(1) The current portion of capitalized contract costs, included in prepaid expenses and other current assets on the consolidated condensed balance sheets as of February 28, 2022 and May 31, 2021, is $82.8 million and $79.4 million, respectively.

Amortization expense for service contracts and other assets was $38.0 million and $35.6 million for the three months ended February 28, 2022 and 2021, respectively. For the nine months ended February 28, 2022 and 2021, amortization expense for service contracts and other assets was $111.4 million and $106.0 million, respectively. These expenses are recorded in selling and administrative expenses on the consolidated condensed statements of income. As of February 28, 2022, the estimated future amortization expense for service contracts and other assets, excluding any future acquisitions and commissions to be earned, is as follows:

Fiscal Year (In thousands)
2022 (remaining three months)$36,700
2023134,129
2024121,678
2025107,037
202689,415
Thereafter237,557
Total future amortization expense$726,516

Note 8 - Debt, Derivatives and Hedging Activities

Cintas' outstanding debt is summarized as follows:

(In thousands)Interest RateFiscal Year IssuedFiscal Year MaturityFebruary 28, 2022May 31, 2021
Debt due within one year
Senior notes4.30%20122022$—$250,000
Senior notes2.90%20172022650,000650,000
Senior notes3.25%20132023300,000—
Commercial paper0.43%(1)20222022559,210—
Debt issuance costs(154)(930)
Total debt due within one year$1,509,056$899,070
Debt due after one year
Senior notes3.25%20132023$—$300,000
Senior notes (2)2.78%2013202350,48950,815
Senior notes (3)3.11%2015202551,04951,301
Senior notes3.70%201720271,000,0001,000,000
Senior notes6.15%20072037250,000250,000
Debt issuance costs(8,025)(9,283)
Total debt due after one year$1,343,513$1,642,833

(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at February 28, 2022.

(2) Cintas assumed these senior notes with the acquisition of G&K Services, Inc. (G&K) in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.73%.

(3) Cintas assumed these senior notes with the acquisition of G&K in the fourth quarter of fiscal 2017, and they were recorded at fair value. The interest rate shown above is the effective interest rate. The principal amount of these notes is $50.0 million with a stated interest rate of 3.88%.

Cintas' senior notes, excluding the G&K senior notes assumed with the acquisition of G&K in fiscal 2017, are recorded at cost, net of debt issuance costs. The fair value of the long-term debt is estimated using Level 2 inputs based on general market prices. The carrying value and fair value of Cintas' debt as of February 28, 2022 were $2,859.0 million and $2,994.0 million, respectively, and as of May 31, 2021 were $2,550.0 million and $2,788.8 million, respectively. On June 1, 2021, in accordance with the terms of the notes, Cintas paid the $250.0 million aggregate principal amount of its 4.30%, 10-year senior notes that matured on that date with cash on hand. During the nine months ended February 28, 2022, Cintas issued $559.2 million, net of commercial paper.

The credit agreement that supports our commercial paper program was amended and restated on March 23, 2022. The amendment increased the capacity of the revolving credit facility from $1.0 billion to $2.0 billion. The credit agreement has an accordion feature that provides Cintas the ability to request increases to the borrowing commitments under the revolving credit facility of up to $500.0 million in the aggregate, subject to customary conditions. The maturity date of the revolving credit facility is March 23, 2027. As of February 28, 2022, there was $559.2 million of commercial paper outstanding with a weighted average interest rate of 0.43% and maturity dates less than 120 days and no borrowings on our revolving credit facility. The fair value of the commercial paper, which approximates carrying value, is estimated using level 2 inputs based on general market prices and interest rates.

Cintas uses interest rate locks to manage its overall interest expense as interest rate locks effectively change the interest rate of specific debt issuances. The interest rate locks are entered into to protect against unfavorable movements in the benchmark treasury rate related to forecasted debt issuances. Cintas used interest rate locks, which represent cash flow hedges, to hedge against movements in the treasury rates at the time Cintas issued its senior notes in fiscal 2007, fiscal 2012, fiscal 2013 and fiscal 2017. The amortization of the interest rate locks resulted in a decrease to other comprehensive income of $0.5 million and $0.4 million for the three months ended February 28, 2022 and 2021, respectively. For the nine months ended February 28, 2022 and 2021, the

amortization of the interest rate locks resulted in a decrease to other comprehensive income of $1.4 million and $1.1 million, respectively.

The notional and fair values of the outstanding interest rate locks, for forecasted debt issuances, are summarized as follows:

February 28, 2022May 31, 2021
Fiscal Year of Issuance (in thousands)Notional ValuePrepaid expenses and other current assetsOther assets, netCurrent accrued liabilitiesLong-term accrued liabilitiesOther assets, netLong-term accrued liabilities
2022$250,000$—$—$—$793$—$—
2020$950,000$22,645$21,370$—$—$40,400$—
2019$500,000$—$—$52,540$—$—$61,657

The interest rate locks are also recorded in other comprehensive income (loss), net of tax. These interest rate locks had no impact on net income or cash flows for the three and nine months ended February 28, 2022 or 2021.

Cintas has certain covenants related to debt agreements. These covenants limit Cintas' ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets. These covenants also require Cintas to maintain certain debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all of the debt covenants for all periods presented.

Note 9 - Income Taxes

In the normal course of business, Cintas provides for uncertain tax positions and the related interest and adjusts its unrecognized tax benefits and accrued interest accordingly. As of February 28, 2022 and May 31, 2021, recorded unrecognized tax benefits were $32.6 million and $34.2 million, respectively, and are included in long-term accrued liabilities on the consolidated condensed balance sheets.

The majority of Cintas' operations are in North America. Cintas is required to file federal income tax returns, as well as state income tax returns in a majority of the domestic states and also in certain Canadian provinces. At times, Cintas is subject to audits in these jurisdictions. The audits, by nature, are sometimes complex and can require several years to resolve. The final resolution of any such tax audit could result in either a reduction in Cintas' accruals or an increase in its income tax provision, either of which could have an impact on the consolidated results of operations in any given period.

All United States federal income tax returns are closed to audit through fiscal 2017. Cintas is currently in various audits in certain foreign jurisdictions and certain domestic states. The years under foreign and domestic state audits cover fiscal years back to 2014. Based on the resolution of the various audits and other potential regulatory developments, it is reasonably possible that the balance of unrecognized tax benefits would not change for the fiscal year ending May 31, 2022.

Cintas’ effective tax rate was 18.2% and 14.4% for the three months ended February 28, 2022 and 2021, respectively. For the nine months ended February 28, 2022 and 2021, Cintas' effective tax rate was 15.8% and 11.8%, respectively. The effective tax rate for all periods was impacted by certain discrete items (primarily the tax accounting for stock-based compensation). In addition, the effective tax rate for the three and nine months ended February 28, 2022, included a one-time tax benefit from a gain on an equity method investment transaction. The effective tax rate for the nine months ended February 28, 2021, included a one-time tax benefit on the sale of certain operating assets.

Note 10 - Acquisitions

On December 10, 2021, Cintas acquired the remaining interest of an equity method investment. The acquisition will operate as a component of Cintas' supply chain within the Uniform Rental and Facility Services reportable operating segment. The cash consideration transferred to acquire the remaining interest of the equity method investment was $48.0 million, net of cash acquired of $1.7 million. Under applicable accounting guidance, the Company was required to record its historical equity method investment at fair value ($43.5 million), resulting in a gain of $30.2 million, which is recorded as a reduction in selling and administrative expenses in the three and nine months ended February 28, 2022. The fair value of the historical equity method investment was determined using a combination of a market and income approach (discounted cash flow analysis). The key assumptions and estimates utilized in these approaches included market data and market multiples, discount rates, as well as future levels of revenue growth and operating margins. The Company believes these assumptions and estimate are reasonable and based on the best information available at the valuation date.

Cintas accounted for the acquisition using the acquisition method of accounting. The preliminary purchase price allocation was determined by management with the assistance of third-party valuation specialists and is based on estimates of the fair value of assets acquired and liabilities assumed as of December 10, 2021. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of the amount of goodwill are based on several strategic supply chain and synergistic benefits that will allow for Cintas to further vertically integrate the operations for certain product lines, and are expected to be realized from the acquisition. None of the goodwill is expected to be deductible for income tax purposes.

The allocation of the preliminary purchase price, including the value of the previously held equity method investment, at fair value is as follows:

(In thousands)December 10, 2021
ASSETS
Working capital assets$17,352
Property and equipment16,230
Operating lease right-of-use assets16,882
Goodwill55,986
Separately identifiable intangible assets9,201
LIABILITIES
Total current liabilities(6,425)
Operating lease liabilities(17,734)
Total allocation (consideration)$91,492

As additional information is obtained, adjustments may be made to the preliminary purchase price allocation. The Company is still finalizing the estimated fair value of certain of the tangible and identifiable intangible assets acquired and liabilities assumed. The separately identifiable intangible assets are primarily made up of a customer relationship intangible asset that will be amortized over a period of 9 years, which represents the estimated useful life of the economic benefit.

Cintas is required to provide additional disclosures about fair value measurements as part of the consolidated condensed financial statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including business combinations). The working capital assets and liabilities, as well as the property and equipment acquired, were valued using Level 2 inputs which included data points that are observable, such as definitive sales agreements, appraisals or established market values of comparable assets (market approach). Goodwill and separately identifiable intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach).

The results of operations of the acquisition are included in Cintas' consolidated condensed statements of income subsequent to the date of acquisition, and are not material to the consolidated condensed financial statements.

Other Acquisitions During Fiscal 2022

The purchase price paid for each acquisition in fiscal 2022 has been allocated to the fair value of the assets acquired and liabilities assumed. Excluding the acquisition of the remaining interest in an equity method investment discussed above, during the nine months ended February 28, 2022, Cintas acquired three businesses included in the Uniform Rental and Facility Services reportable operating segment, seven businesses included in the First Aid and Safety Services reportable operating segment and six businesses included in All Other. During the nine months ended February 28, 2021, Cintas acquired two business included in the Uniform Rental and Facility Services reportable operating segment, three businesses included in the First Aid and Safety Services reportable operating segment and three businesses included in All Other.

The following summarizes the aggregate purchase price and fair value allocations for all businesses acquired during the nine months ended February 28:

(In thousands)20222021
Fair value of tangible assets acquired$36,736$476
Fair value of service contracts acquired41,5604,203
Fair value of other intangibles acquired5,439432
Fair value of operating lease right-of-use assets, net16,882—
Net goodwill recognized132,2065,850
Total fair value of assets acquired232,82310,961
Fair value of liabilities assumed(20,746)(3,391)
Fair value of operating lease liabilities(17,734)—
Total fair value of liabilities assumed(38,480)(3,391)
Total consideration for acquisitions, net of cash acquired$194,343$7,570

Note 11 - Accumulated Other Comprehensive Income (Loss)

The following tables summarize the changes in the accumulated balances for each component of accumulated other comprehensive income (loss), net of tax:

(In thousands)Foreign CurrencyUnrealized (Loss) Income on Interest Rate LocksOtherTotal
Balance at June 1, 2021$41,839$(7,308)$(3,643)$30,888
Other comprehensive loss before reclassifications(24,016)(36,679)—(60,695)
Amounts reclassified from accumulated other comprehensive income (loss)—(459)—(459)
Net current period other comprehensive loss(24,016)(37,138)—(61,154)
Balance at August 31, 202117,823(44,446)(3,643)(30,266)
Other comprehensive (loss) income before reclassifications(7,472)10,940—3,468
Amounts reclassified from accumulated other comprehensive income (loss)—(460)—(460)
Net current period other comprehensive (loss) income(7,472)10,480—3,008
Balance at November 30, 202110,351(33,966)(3,643)(27,258)
Other comprehensive income before reclassifications5,29734,567—39,864
Amounts reclassified from accumulated other comprehensive income (loss)—(459)—(459)
Net current period other comprehensive income5,29734,108—39,405
Balance at February 28, 2022$15,648$142$(3,643)$12,147
(In thousands)Foreign CurrencyUnrealized Loss on Interest Rate LocksOtherTotal
Balance at June 1, 2020$(26,343)$(112,718)$(14,319)$(153,380)
Other comprehensive income before reclassifications26,94610,842—37,788
Amounts reclassified from accumulated other comprehensive income (loss)—(358)—(358)
Net current period other comprehensive income26,94610,484—37,430
Balance at August 31, 2020603(102,234)(14,319)(115,950)
Other comprehensive income before reclassifications2,96015,942—18,902
Amounts reclassified from accumulated other comprehensive income (loss)—(359)—(359)
Net current period other comprehensive income2,96015,583—18,543
Balance at November 30, 20203,563(86,651)(14,319)(97,407)
Other comprehensive income before reclassifications8,94775,850—84,797
Amounts reclassified from accumulated other comprehensive income (loss)—(358)—(358)
Net current period other comprehensive income8,94775,492—84,439
Balance at February 28, 2021$12,510$(11,159)$(14,319)$(12,968)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss):

Details about Accumulated Other Comprehensive Income (Loss) ComponentsAmount Reclassified from Accumulated Other Comprehensive Income (Loss)Affected Line in the Consolidated Condensed Statements of Income
Three Months EndedNine Months Ended
(In thousands)February 28, 2022February 28, 2021February 28, 2022February 28, 2021
Amortization of interest rate locks$608$474$1,823$1,422Interest expense
Tax expense(149)(116)(445)(347)Income taxes
Amortization of interest rate locks, net of tax$459$358$1,378$1,075

Note 12 - Segment Information

Cintas’ reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services reportable operating segment consists of the rental and servicing of uniforms and other garments including flame resistant clothing, mats, mops and shop towels and other ancillary items. In addition to these rental items, restroom cleaning services and supplies, and the sale of items from our catalogs to our customers on route are included within this reportable operating segment. The First Aid and Safety Services reportable operating segment consists of first aid and safety products and services. The remainder of Cintas’ operating segments, which consists of the Fire Protection Services operating segment and the Uniform Direct Sale operating segment, is included in All Other.

Cintas evaluates the performance of each operating segment based on several factors of which the primary financial measures are operating segment revenue and income before income taxes. The accounting policies of the operating segments are the same as those described in Note 1 entitled Basis of Presentation. Information related to the operations of Cintas’ reportable operating segments and All Other is set forth below:

(In thousands)Uniform Rental and Facility ServicesFirst Aid and Safety ServicesAll OtherCorporate (1)Total
For the three months ended February 28, 2022
Revenue$1,553,320$212,958$194,264$—$1,960,542
Income (loss) before income taxes$355,990$26,304$25,311$(21,974)$385,631
For the three months ended February 28, 2021
Revenue$1,417,865$198,474$160,717$—$1,777,056
Income (loss) before income taxes$283,403$25,820$17,245$(24,465)$302,003
As of and for the nine months ended February 28, 2022
Revenue$4,596,767$614,234$568,772$—$5,779,773
Income (loss) before income taxes$1,022,987$74,109$85,838$(65,618)$1,117,316
Total assets$7,022,646$668,475$393,343$84,136$8,168,600
As of and for the nine months ended February 28, 2021
Revenue$4,222,764$597,373$460,541$—$5,280,678
Income (loss) before income taxes$914,040$65,853$49,153$(73,290)$955,756
Total assets$6,783,655$653,662$356,569$553,611$8,347,497

(1) Corporate assets include cash and cash equivalents and marketable securities, if applicable, in all periods.

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