filings.toolsCintas 10-Q 2022-08-31
Filed 2022-10-06. 6 sections, 143K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the quarterly period ended | August 31, 2022 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from to |
Commission file number 0-11399
Cintas Corporation
(Exact name of registrant as specified in its charter)
| Washington | 31-1188630 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| 6800 Cintas Boulevard | |||||||||||
| P.O. Box 625737 | |||||||||||
| Cincinnati, | Ohio | 45262-5737 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (513) 459-1200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, no par value | CTAS | The NASDAQ Stock Market LLC | ||||||||||||
| (NASDAQ Global Select Market) |
Indicate by checkmark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☑ No ☐
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☑ Accelerated Filer ☐ Non-Accelerated Filer ☐
Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding September 30, 2022 | |||||||
| Common Stock, no par value | 101,545,323 |
CINTAS CORPORATION
TABLE OF CONTENTS
Part I. Financial Information
Item 1. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
| Three Months Ended | |||||||||||||||||||||||
| August 31, 2022 | August 31, 2021 | ||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Uniform rental and facility services | $ | 1,697,772 | $ | 1,508,176 | |||||||||||||||||||
| Other | 468,682 | 388,774 | |||||||||||||||||||||
| Total revenue | 2,166,454 | 1,896,950 | |||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of uniform rental and facility services | 890,766 | 779,301 | |||||||||||||||||||||
| Cost of other | 247,576 | 214,893 | |||||||||||||||||||||
| Selling and administrative expenses | 587,992 | 508,655 | |||||||||||||||||||||
| Operating income | 440,120 | 394,101 | |||||||||||||||||||||
| Interest income | (155) | (56) | |||||||||||||||||||||
| Interest expense | 27,720 | 21,854 | |||||||||||||||||||||
| Income before income taxes | 412,555 | 372,303 | |||||||||||||||||||||
| Income taxes | 60,866 | 41,124 | |||||||||||||||||||||
| Net income | $ | 351,689 | $ | 331,179 | |||||||||||||||||||
| Basic earnings per share | $ | 3.45 | $ | 3.19 | |||||||||||||||||||
| Diluted earnings per share | $ | 3.39 | $ | 3.11 | |||||||||||||||||||
| Dividends declared per share | $ | 1.15 | $ | 0.95 |
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
| Three Months Ended | |||||||||||||||||||||||
| August 31, 2022 | August 31, 2021 | ||||||||||||||||||||||
| Net income | $ | 351,689 | $ | 331,179 | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | (19,206) | (24,016) | |||||||||||||||||||||
| Change in fair value of interest rate lock agreements, net of tax expense (benefit) of $320 and $(12,554), respectively | 934 | (36,679) | |||||||||||||||||||||
| Amortization of interest rate lock agreements, net of tax expense of $512 and $148, respectively | (1,521) | (459) | |||||||||||||||||||||
| Other comprehensive loss, net of tax expense (benefit) of $832 and $(12,406), respectively | (19,793) | (61,154) | |||||||||||||||||||||
| Comprehensive income | $ | 331,896 | $ | 270,025 |
See accompanying notes.
CINTAS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except share data)
| August 31, 2022 | May 31, 2022 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 74,558 | $ | 90,471 | |||||||
| Accounts receivable, net | 1,082,783 | 1,006,220 | |||||||||
| Inventories, net | 473,888 | 472,150 | |||||||||
| Uniforms and other rental items in service | 953,717 | 916,706 | |||||||||
| Income taxes, current | — | 21,708 | |||||||||
| Prepaid expenses and other current assets | 162,844 | 124,728 | |||||||||
| Total current assets | 2,747,790 | 2,631,983 | |||||||||
| Property and equipment, net | 1,329,131 | 1,323,673 | |||||||||
| Investments | 239,335 | 242,873 | |||||||||
| Goodwill | 3,037,278 | 3,042,976 | |||||||||
| Service contracts, net | 379,379 | 391,638 | |||||||||
| Operating lease right-of-use assets, net | 174,697 | 170,003 | |||||||||
| Other assets, net | 353,416 | 344,110 | |||||||||
| $ | 8,261,026 | $ | 8,147,256 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 292,321 | $ | 251,504 | |||||||
| Accrued compensation and related liabilities | 176,865 | 236,992 | |||||||||
| Accrued liabilities | 543,566 | 588,948 | |||||||||
| Income taxes, current | 35,783 | — | |||||||||
| Operating lease liabilities, current | 43,539 | 43,872 | |||||||||
| Debt due within one year | 507,467 | 311,574 | |||||||||
| Total current liabilities | 1,599,541 | 1,432,890 | |||||||||
| Long-term liabilities: | |||||||||||
| Debt due after one year | 2,484,602 | 2,483,932 | |||||||||
| Deferred income taxes | 487,755 | 473,777 | |||||||||
| Operating lease liabilities | 134,010 |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Strategy
Cintas helps more than one million businesses of all types and sizes, primarily in the United States (U.S.), as well as Canada and Latin America, 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 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, first aid and safety services and fire protection products and services.
Cintas’ principal objective is “to exceed customers’ expectations in order to maximize the long-term value of Cintas for shareholders and working partners,” and it provides the framework and focus for Cintas’ business strategy. This strategy is to achieve revenue growth for all our products and services by increasing our penetration at existing customers and by broadening our customer base to include market segments to which we have not historically served. We will also continue to identify additional product and service opportunities for our current and future customers.
To pursue the strategy of increasing penetration, we have a highly talented and diverse team of service professionals visiting our customers on a regular basis. This frequent contact with our customers enables us to develop close personal relationships. The combination of our distribution system and these strong customer relationships provides a platform from which we launch additional products and services.
We pursue the strategy of broadening our customer base in several ways. Cintas has a national sales organization introducing all its products and services to prospects in all market segments. Our broad range of products and services allows our sales organization to consider any type of business a prospect. We also broaden our customer base through geographic expansion. Finally, we evaluate strategic acquisitions as opportunities arise.
Results of Operations
Cintas classifies its business into two reportable operating segments and places the remainder of its operating segments in an All Other category. Cintas’ two reportable operating segments are Uniform Rental and Facility Services and First Aid and Safety Services. The Uniform Rental and Facility Services 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’ business, which consists of the Fire Protection Services operating segment and the Uniform Direct Sale operating segment, is included in All Other. These operating segments consist of fire protection products and services and the direct sale of uniforms and related items. Cintas evaluates operating segment performance based on revenue and income before income taxes. Revenue and income before income taxes for the three months ended August 31, 2022 and 2021, for the two reportable operating segments and All Other are presented in Note 12 entitled Segment Information of “Notes to Consolidated Condensed Financial Statements.”
Consolidated Results
Three Months Ended August 31, 2022 Compared to Three Months Ended August 31, 2021
Total revenue increased 14.2% to $2,166.5 million for the three months ended August 31, 2022, compared to $1,897.0 million for the three months ended August 31, 2021. The organic revenue growth rate, which adjusts for the impact of acquisitions, divestitures and foreign currency exchange rate fluctuations, was 13.9%. Revenue growth was positively impacted by 0.5% due primarily to acquisitions and negatively impacted by 0.2% due to foreign currency exchange rate fluctuations.
Uniform Rental and Facility Services reportable operating segment revenue was $1,697.8 million for the three months ended August 31, 2022, compared to $1,508.2 million for the same period in the prior fiscal year, which was an increase of 12.6%. The organic revenue growth rate for this reportable operating segment was 12.3%. Revenue growth in the Uniform Rental and Facility Services reportable operating segment was positively impacted by 0.6% due to acquisitions and negatively impacted by 0.3% due to foreign currency exchange rate fluctuations. Revenue growth was a result of new business, the penetration of additional products and services into existing customers and price increases, partially offset by lost business. New business growth resulted from an increase in the number and productivity of sales representatives.
Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 20.6% for the three months ended August 31, 2022, compared to the same period in the prior fiscal year, from $388.8 million to $468.7 million. The organic revenue growth rate for other revenue was 20.6%. Revenue growth was positively impacted by 0.1% due primarily to acquisitions and negatively impacted by 0.1% due to foreign currency exchange rate fluctuations.
Cost of uniform rental and facility services consists primarily of production expenses, delivery expenses and the amortization of in service inventory, including uniforms, mats, shop towels and other ancillary items. Cost of uniform rental and facility services increased $111.5 million, or 14.3%, for the three months ended August 31, 2022, compared to the three months ended August 31, 2021. This change from the same period in the prior fiscal year was primarily due to higher Uniform Rental and Facility Services reportable operating segment sales volume, as well as increased energy costs and investments in labor and material cost to support increased revenue growth achieved during the three months ended August 31, 2022.
Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, personal protective equipment, uniforms, and fire protection products), delivery expenses and distribution expenses in the First Aid and Safety Services reportable operating segment and All Other. Cost of other increased $32.7 million, or 15.2%, for the three months ended August 31, 2022, compared to the three months ended August 31, 2021, primarily due to increased sales volume in each of the underlying operating segments. Cost of other improved as a percentage of revenue, decreasing from 55.3% for three months ended August 31, 2021 to 52.8% for the three months ended August 31, 2022. The improvement in cost of sales as a percent to revenue was primarily due to favorable changes in the sales mix for each of the underlying operating segments as well as efficiencies gained in labor and delivery routes, partially offset by increases in energy costs.
Selling and administrative expenses increased $79.3 million, or 15.6%, in the three months ended August 31, 2022, compared to the same period of the prior fiscal year. In the three months ended August 31, 2021, there was a gain on the sale of certain operating assets within the Uniform Direct Sales operating segment of $12.2 million, which was recorded as a reduction of selling and administrative expenses. The remaining increase of $67.2 million, or 12.9%, was primarily due to increases in labor and other employee-partner expenses. Selling and administrative expenses as a percent of revenue were 27.1% for the three months ended August 31, 2022, compared to 26.8% for the same period in the prior fiscal year. The previously mentioned gain on the sale of certain operating assets of $12.2 million in the same period of the prior year reduced selling and administrative expenses by 70 basis points for such period. The remaining selling and administrative expenses improved as a percent to revenue due to employee-partner related expenses increasing at a lower rate than revenue growth in the three months ended August 31, 2022.
Operating income was $440.1 million, or 20.3% of revenue, for the three months ended August 31, 2022, compared to $394.1 million, or 20.8% of revenue, for the three months ended August 31, 2021. The decrease in operating income as a percent of revenue was due to a gain on the sale of certain operating assets within the Uniform Direct Sales operating segment of $12.2 million, or 70 basis points, recorded in the three months ended August 31, 2021.
The remaining operating income for the three months ended August 31, 2022 improved as a percent of revenue due to previously mentioned improvements in selling and administrative expenses as a percent of revenue.
Net interest expense (interest expense less interest income) was $27.6 million for the three months ended August 31, 2022, compared to $21.8 million for the three months ended August 31, 2021. The change was primarily due to an increase in interest rates on commercial paper and an increase in outstanding short-term debt during the three months ended August 31, 2022 compared to the three months ended August 31, 2021.
Cintas’ effective tax rate for continuing operations was 14.8% and 11.0% for the three months ended August 31, 2022 and 2021, respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation.
Net income for the three months ended August 31, 2022, increased $20.5 million, or 6.2%, compared to the three months ended August 31, 2021. Diluted earnings per share were $3.39 for the three months ended August 31, 2022, which was an increase of 9.0% compared to the same period in the prior fiscal year. Diluted earnings per share increased primarily due to the increase in net income combined with the decrease in diluted weighted average common shares outstanding. The decrease in diluted weighted average common shares outstanding resulted from purchasing an aggregate of approximately 2.7 million shares of common stock under the board approved share buyback programs since the beginning of the third quarter of fiscal 2022 through the first quarter of fiscal 2023.
Uniform Rental and Facility Services Reportable Operating Segment
Three Months Ended August 31, 2022 Compared to Three Months Ended August 31, 2021
Uniform Rental and Facility Services reportable operating segment revenue was $1,697.8 million for the three months ended August 31, 2022 compared to $1,508.2 million for the same period of the prior fiscal year. The organic revenue growth rate for the reportable operating segment was 12.3%. The cost of uniform rental and facility services increased $111.5 million, or 14.3%. The reportable operating segment’s gross margin was $807.0 million. Gross margin as a percentage of revenue was 47.5% for the three months ended August 31, 2022 and 48.3% for the three months ended August 31, 2021. The change in gross margin was caused by a 40 basis point increase in energy-related expenses and investments in labor and material cost to support increased revenue growth achieved, partially offset by improved leverage of fixed costs.
Selling and administrative expenses for the Uniform Rental and Facility Services reportable operating segment increased $42.7 million in the three months ended August 31, 2022 compared to the same period of the prior fiscal year. Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2022 improved to 26.0% compared to the 26.5% in the first quarter of the prior fiscal year. The improvement as percent of revenue was primarily due to efficiencies in labor realized in the three months ended August 31, 2022.
Income before income taxes increased $35.4 million, or 10.7%, for the Uniform Rental and Facility Services reportable operating segment for the three months ended August 31, 2022, compared to the same period in the prior fiscal year. Income before income taxes was 21.5% of the reportable operating segment’s revenue, which was a 30 basis point decrease from the first quarter of the prior fiscal year of 21.8%. This decrease was primarily due to the previously discussed decrease in gross margin partially offset by the improvements in selling and administrative expenses.
First Aid and Safety Services Reportable Operating Segment
Three Months Ended August 31, 2022 Compared to Three Months Ended August 31, 2021
First Aid and Safety Services reportable operating segment revenue increased from $199.1 million to $234.2 million, or 17.6%, for the three months ended August 31, 2022, over the same period in the prior fiscal year. The organic revenue growth rate for the reportable operating segment was 15.8%. First Aid and Safety Services reportable operating segment revenue was positively impacted by 1.8% due to acquisitions. The increase in revenue was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers, price increases and strong customer retention.
Cost of first aid and safety services increased $8.2 million, or 7.4%, for the three months ended August 31, 2022, over the three months ended August 31, 2021, due to higher sales volume. The gross margin as a percent of
revenue was 49.6% for the quarter ended August 31, 2022, compared to the gross margin as a percent of revenue of 44.8% in the same period of the prior fiscal year. The improvement in gross margin from the first quarter of the prior fiscal year was primarily driven by favorable changes in the sales mix as well as efficiencies gained in labor and delivery routes.
Selling and administrative expenses increased $11.7 million in the three months ended August 31, 2022, compared to the same period of the prior fiscal year. Selling and administrative expenses as a percent of revenue for the three months ended August 31, 2022 were 32.2%, compared to 31.9% in the first quarter of the prior fiscal year. The change as a percent of revenue from the same period in the prior fiscal year was primarily due to an increase in bad debt expense partially offset by lower labor in selling and administrative expenses.
Income before income taxes for the First Aid and Safety Services reportable operating segment increased $15.1 million to $40.8 million for the three months ended August 31, 2022, compared to the same period in the prior fiscal year. Income before income taxes was 17.4% of the reportable operating segment’s revenue compared to the first quarter of the prior fiscal year of 12.9%. The increase in income before income taxes was due to the previously discussed increase in gross margin.
Liquidity and Capital Resources
The following is a summary of our cash flows and cash and cash equivalents as of and for the three months ended August 31:
| (In thousands) | 2022 | 2021 | |||||||||
| Net cash provided by operating activities | $ | 298,156 | $ | 262,141 | |||||||
| Net cash used in investing activities | $ | (86,595) | $ | (84,321) | |||||||
| Net cash used in financing activities | $ | (226,199) | $ | (590,084) | |||||||
| Cash and cash equivalents at the end of the period | $ | 74,558 | $ | 79,749 | |||||||
Cash and cash equivalents as of August 31, 2022 and 2021, include $23.4 million and $38.1 million, respectively, that is located outside of the U.S.
Cash flows provided by operating activities have historically supplied us with a significant source of liquidity. We generally use these cash flows to fund most, if not all, of our operations and expansion activities and dividends on our common stock. We may also use cash flows provided by operating activities, as well as proceeds from long-term debt and short-term borrowings, to fund growth and expansion opportunities, as well as other cash requirements such as the repurchase of our common stock and payment of long-term debt.
We expect our cash flows from operating activities to remain sufficient to provide us with adequate levels of liquidity. In addition, we have access to $2.0 billion of debt capacity from our amended and restated revolving credit facility. We believe the Company has sufficient liquidity to operate in the current business environment. Acquisitions, repurchases of our common stock and dividends remain strategic objectives, but they will be dependent on the economic outlook and liquidity of the Company.
Net cash provided by operating activities was $298.2 million for the three months ended August 31, 2022, compared to $262.1 million for the three months ended August 31, 2021. The change from the prior fiscal year was primarily due to an increase in net income and favorable changes in working capital, specifically accounts payable and current income taxes, which was partially offset by unfavorable changes in working capital, specifically, accounts receivable and uniforms and other rental items in service, which resulted from the growth in revenue.
Net cash used in investing activities includes capital expenditures, purchases of investments, proceeds from sale of operating assets and cash paid for acquisitions of businesses. Capital expenditures were $70.0 million and $48.7 million for the three months ended August 31, 2022 and 2021, respectively. Capital expenditures in the three months ended August 31, 2022 included $54.1 million for the Uniform Rental and Facility Services reportable operating segment and $11.7 million for the First Aid and Safety Services reportable operating segment. The increase in capital expenditures during the three months ended August 31, 2022 over the same period in the prior fiscal year is due to an investment in the operating segments to support continued market penetration and revenue growth. Cash paid for acquisitions of businesses was $7.1 million and $35.7 million for the three months ended
August 31, 2022 and 2021, respectively. The acquisitions during both the three months ended August 31, 2022 and 2021 occurred in our Uniform Rental and Facility Services reportable operating segment, our First Aid and Safety Services reportable operating segment and our Fire Protection operating segment, which is included in All Other. During the three months ended August 31, 2021, the Company received proceeds of $15.1 million from the sale of certain operating assets, net of cash disposed in the Uniform Direct Sales operating segment, which is included in All Other. Net cash used in investing activities also includes $5.9 million and $8.7 million of purchases of investments during the three months ended August 31, 2022 and 2021, respectively.
Net cash used in financing activities was $226.2 million and $590.1 million for the three months ended August 31, 2022 and 2021, respectively. The decrease in cash used in financing activities was primarily due to the decrease in share buyback activity and debt payments, partially offset by the decrease in net issuance of commercial paper in the three months ended August 31, 2022.
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. On July 27, 2021, Cintas announced that the Board of Directors authorized a $1.5 billion share buyback program, which does not have an expiration date. From the inception of the July 27, 2021 share buyback program through August 31, 2022, Cintas purchased a total of 2.7 million shares of Cintas common stock at an average price of $385.66 per share for a total purchase price of $1.0 billion. On July 26, 2022, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date. The following table summarizes the buyback activity by program for the three months ended August 31:
| 2022 | 2021 | |||||||||||||||||||||||||||||||||||||
| Buyback Activity (In thousands except per share data) | Shares | Avg. Price per Share | Purchase Price | Shares | Avg. Price per Share | Purchase Price | ||||||||||||||||||||||||||||||||
| October 29, 2019 | — | $ | — | $ | — | 1,590 | $ | 365.41 | $ | 581,220 | ||||||||||||||||||||||||||||
| July 27, 2021 | 532 | 396.39 | 210,751 | — | — | — | ||||||||||||||||||||||||||||||||
| July 26, 2022 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| 532 | $ | 396.39 | $ | 210,751 | 1,590 | $ | 365.41 | $ | 581,220 | |||||||||||||||||||||||||||||
| Shares acquired for taxes due (1) | 270 | $ | 405.93 | $ | 109,583 | 198 | $ | 394.19 | $ | 78,015 | ||||||||||||||||||||||||||||
| Total repurchase of Cintas common stock | $ | 320,334 | $ | 659,235 |
(1) Shares of Cintas common stock acquired for employee payroll taxes due on options exercised and vested restricted stock awards.
Our Board of Directors declared the following dividends:
| Paid Dividends | ||||||||||||||||||||
| Declaration Date (In millions except per share data) | Record Date | Payment Date | Dividend Per Share | Total Amount | ||||||||||||||||
| Three months ended August 31, 2022 | ||||||||||||||||||||
| April 12, 2022 | May 16, 2022 | June 15, 2022 | $ | 0.95 | $ | 97.7 | ||||||||||||||
| Three months ended August 31, 2021 | ||||||||||||||||||||
| April 13, 2021 | May 15, 2021 | June 15, 2021 | $ | 0.75 | $ | 79.1 | ||||||||||||||
| Accrued Dividends | ||||||||||||||||||||
| As of August 31, 2022 | ||||||||||||||||||||
| July 26, 2022 (1) | August 15, 2022 | September 15, 2022 | $ | 1.15 | $ | 117.5 | ||||||||||||||
| As of August 31, 2021 | ||||||||||||||||||||
| July 27, 2021 (1) | August 13, 2021 | September 15, 2021 | $ | 0.95 | $ | 98.8 | ||||||||||||||
(1) The dividends declared during the three months ended August 31, 2022 and 2021 were included in current accrued liabilities on the consolidated condensed balance sheet at August 31, 2022 and 2021.
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.
During the three months ended August 31, 2022 and 2021, Cintas issued $196.0 million and $326.0 million, net of commercial paper, respectively.
The following table summarizes Cintas' outstanding debt:
| (In thousands) | Interest Rate | Fiscal Year Issued | Fiscal Year Maturity | August 31, 2022 | May 31, 2022 | ||||||||||||||||||||||||
| Debt due within one year | |||||||||||||||||||||||||||||
| Commercial paper | 2.69 | % | (1) | 2023 | 2023 | $ | 457,200 | $ | 261,200 | ||||||||||||||||||||
| Senior notes (2) | 2.78 | % | 2013 | 2023 | 50,272 | 50,380 | |||||||||||||||||||||||
| Debt issuance costs | (5) | (6) | |||||||||||||||||||||||||||
| Total debt due within one year | $ | 507,467 | $ | 311,574 | |||||||||||||||||||||||||
| Debt due after one year | |||||||||||||||||||||||||||||
| Senior notes (3) | 3.11 | % | 2015 | 2025 | $ | 50,881 | $ | 50,965 | |||||||||||||||||||||
| Senior notes | 3.45 | % | 2022 | 2025 | 400,000 | 400,000 | |||||||||||||||||||||||
| Senior notes | 3.70 | % | 2017 | 2027 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
| Senior notes | 4.00 | % | 2022 | 2032 | 800,000 | 800,000 | |||||||||||||||||||||||
| Senior notes | 6.15 | % | 2007 | 2037 | 250,000 | 250,000 | |||||||||||||||||||||||
| Debt issuance costs | (16,279) | (17,033) | |||||||||||||||||||||||||||
| Total debt due after one year | $ | 2,484,602 | $ | 2,483,932 |
(1) Variable rate debt instrument. The rate presented is the variable borrowing rate at August 31, 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%.
The credit agreement that supports our commercial paper program has a revolving credit facility with a capacity of $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 August 31, 2022, there was $457.2 million of commercial paper outstanding with a weighted average interest rate of 2.69% and maturity dates less than 120 days and no borrowings on our revolving credit facility. As of May 31, 2022, there was $261.2 million of commercial paper outstanding with a weighted average interest rate of 1.20% and maturity dates less than 120 days and no borrowings on our revolving credit facility.
Cintas has certain covenants related to debt agreements. These covenants limit our ability to incur certain liens, to engage in sale-leaseback transactions and to merge, consolidate or sell all or substantially all of Cintas' assets. These covenants also require Cintas to maintain certain debt to earnings before interest, taxes, depreciation and amortization (EBITDA) and interest coverage ratios. Cross-default provisions exist between certain debt instruments. If a default of a significant covenant were to occur, the default could result in an acceleration of the maturity of the indebtedness, impair liquidity and limit the ability to raise future capital. Cintas was in compliance with all of the debt covenants for all periods presented.
Our access to the commercial paper and long-term debt markets has historically provided us with sources of liquidity. We do not anticipate having difficulty in obtaining financing from those markets in the future in view of our favorable experiences in the debt markets in the recent past, including, without limitation, to repay our long-term debt that is maturing in the next twelve months. Additionally, our ability to continue to access the commercial paper and long-term debt markets on favorable interest rate and other terms will depend, to a significant degree, on the ratings assigned by the credit rating agencies to our indebtedness. As of August 31, 2022, our ratings were as follows:
| Rating Agency | Outlook | Commercial Paper | Long-term Debt | |||||||||||||||||
| Standard & Poor’s | Stable | A-2 | A- | |||||||||||||||||
| Moody’s Investors Service | Stable | P-2 | A3 |
In the event that the ratings of our commercial paper or our outstanding long-term debt issues were substantially lowered or withdrawn for any reason, or if the ratings assigned to any new issue of long-term debt securities were significantly lower than those noted above, particularly if we no longer had investment grade ratings, our ability to access the debt markets may be adversely affected. In addition, in such a case, our cost of funds for new issues of commercial paper and long-term debt would be higher than our cost of funds would have been had the ratings of those new issues been at or above the level of the ratings noted above. The rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.
To monitor our credit rating and our capacity for long-term financing, we consider various qualitative and quantitative factors. One such factor is the ratio of our total debt to EBITDA. For the purpose of this calculation, debt is defined as the sum of short-term borrowings, long-term debt due within one year, long-term debt and standby letters of credit.
Financial and Nonfinancial Disclosure About Issuers and Guarantors of Cintas’ Senior Notes
Cintas Corporation No. 2 (Corp. 2) is the indirectly, wholly owned principal operating subsidiary of Cintas. Corp. 2 is the issuer of the $2,550.0 million aggregate principal amount of senior notes outstanding as of August 31, 2022, which are unconditionally guaranteed, jointly and severally, by Cintas Corporation and its wholly owned, direct and indirect domestic subsidiaries.
Basis of Preparation of the Summarized Financial Information
The following tables include summarized financial information of Cintas Corporation (Issuer), Corp. 2 and subsidiary guarantors (together, the Obligor Group). Investments in and equity in the earnings of non-guarantors, which are not members of the Obligor Group, have been excluded. Non-guarantor subsidiaries are located outside the U.S., and therefore, excluded from the Obligor Group.
The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with non-guarantors have been presented in separate line items, if they are material. Summarized financial information of the Obligor Group is as follows:
| Three Months Ended | ||||||||||||||
| Summarized Consolidated Condensed Statement of Income (In thousands) | August 31, 2022 | August 31, 2021 | ||||||||||||
| Net sales to unrelated parties | $ | 2,046,494 | $ | 1,788,303 | ||||||||||
| Net sales to non-guarantors | $ | 2,828 | $ | 1,493 | ||||||||||
| Operating income | $ | 427,521 | $ | 380,322 | ||||||||||
| Net income | $ | 342,321 | $ | 320,957 |
| Summarized Consolidated Condensed Balance Sheets (In thousands) | August 31, 2022 | May 31, 2022 | ||||||||||||
| ASSETS | ||||||||||||||
| Receivables due from non-obligor subsidiaries | $ | 9,690 | $ | 11,759 | ||||||||||
| Total other current assets | $ | 2,559,715 | $ | 2,427,494 | ||||||||||
| Total other noncurrent assets | $ | 5,097,949 | $ | 5,081,265 | ||||||||||
| LIABILITIES | ||||||||||||||
| Amounts due to non-obligor subsidiaries | $ | 3,846 | $ | 11,383 | ||||||||||
| Current liabilities | $ | 1,568,885 | $ | 1,388,310 | ||||||||||
| Noncurrent liabilities | $ | 3,373,716 | $ | 3,346,851 |
Litigation and Other Contingencies
Cintas is subject to other legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. Forward-looking statements may be identified by words such as “estimates,” “anticipates,” “predicts,” “projects,” “plans,” “expects,” “intends,” “target,” “forecast,” “believes,” “seeks,” “could,” “should,” “may” and “will” or the negative versions thereof and similar words, terms and expressions and by the context in which they are used. Such statements are based upon current expectations of Cintas and speak only as of the date made. You should not place undue reliance on any forward-looking statement. We cannot guarantee that any forward-looking statement will be realized. These statements are subject to various risks, uncertainties, potentially inaccurate assumptions and other factors that could cause actual results to differ from those set forth in or implied by this Quarterly Report. Factors that might cause such a difference include, but are not limited to, 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; inflationary pressures and fluctuations in costs of materials and labor, including increased medical costs; interest rate volatility; 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; our ability to meet our goals relating to environmental, social and governance (ESG) opportunities, improvements and efficiencies; the cost, results and ongoing assessment of internal controls for financial 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 global health 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. Cintas undertakes no obligation to publicly release any revisions to any forward-looking statements or to otherwise update any forward-looking statements whether as a result of new information or to reflect events, circumstances or any other unanticipated developments arising after the date on which such statements are made. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the year ended May 31, 2022 and in our reports on Forms 10-Q and 8-K. The risks and uncertainties described herein are not the only ones we may face. Additional risks and uncertainties presently not known to us, or that we currently believe to be immaterial, may also harm our business.
Item 3. QUANTITATIVE AND QUALITATIVE
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
In our normal operations, Cintas has market risk exposure to interest rates. There has been no material change to this market risk exposure to interest rates from that which was previously disclosed on page 30 of our Annual Report on Form 10-K for the year ended May 31, 2022.
Through its foreign operations, Cintas is exposed to foreign currency risk. Foreign currency exposures arise from transactions denominated in a currency other than the functional currency and from foreign currency denominated revenue and profit translated into U.S. dollars. The primary foreign currency to which Cintas is exposed is the Canadian dollar.
Item 4. CONTROLS AND PROCEDURES
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
With the participation of Cintas’ management, including Cintas’ 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 Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of August 31, 2022. Based on such evaluation, Cintas’ management, including Cintas’ President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, has concluded that Cintas’ disclosure controls and procedures were effective as of August 31, 2022, 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 Securities and Exchange Commission's rules and forms and (ii) information required to be disclosed by Cintas in the reports that it files or submits under the Exchange Act is accumulated and communicated to Cintas’ management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There were no changes in Cintas’ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended August 31, 2022, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Part II. Other Information
ITEM 1.
LEGAL PROCEEDINGS
Cintas is subject to legal proceedings, insurance receipts, legal settlements and claims arising from the ordinary course of its business, including personal injury, customer contract, environmental and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows of Cintas.
ITEM 2.
UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
| Period (In millions, except share and per share data) | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of the publicly announced plan (1) | Maximum approximate dollar value of shares that may yet be purchased under the plan (1) | |||||||||||||||||||
| June 1 - 30, 2022 (2) | 539,081 | $ | 396.20 | 531,671 | $ | 465.9 | |||||||||||||||||
| July 1 - 31, 2022 (3) | 195,972 | $ | 399.53 | — | $ | 1,465.9 | |||||||||||||||||
| August 1 - 31, 2022 (4) | 66,571 | $ | 427.45 | — | $ | 1,465.9 | |||||||||||||||||
| Total | 801,624 | $ | 399.61 | 531,671 | $ | 1,465.9 |
(1) On July 27, 2021, Cintas announced that the Board of Directors authorized a $1.5 billion share buyback program, which does not have an expiration date. From the inception of the July 27, 2021 share buyback program through August 31, 2022, Cintas has purchased a total of 2.7 million shares of Cintas common stock at an average price of $385.66 per share for a total purchase price of $1.0 billion. On July 26, 2022, Cintas announced that the Board of Directors authorized a new $1.0 billion share buyback program, which does not have an expiration date. There were no share buybacks under the July 26, 2022 share buyback program through August 31, 2022.
(2) During June 2022, Cintas acquired 7,410 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $381.93 per share for a total purchase price of $2.8 million.
(3) During July 2022, Cintas acquired 195,972 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $399.53 per share for a total purchase price of $78.3 million.
(4) During August 2022, Cintas acquired 66,571 shares of Cintas common stock in trade for employee payroll taxes due on options exercised and restricted stock awards that vested during the fiscal year. These shares were acquired at an average price of $427.45 per share for a total purchase price of $28.5 million.
Item 6. EXHIBITS
EXHIBITS
| 10.1 | Amendment No. 2 to Cintas Corporation 2016 Equity and Incentive Compensation Plan. | |||||||
| 10.2 | Amendment No. 3 to Cintas Corporation 2016 Equity and Incentive Compensation Plan. | |||||||
| 22 | Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize Securities of the Registrant (Incorporated by reference to Exhibit 22 to Cintas' Annual Report on Form 10-K for the year ended May 31, 2022). | |||||||
| 31.1 | Certification of Principal Executive Officer required by Rule 13a-14(a) | |||||||
| 31.2 | Certification of Principal Financial Officer required by Rule 13a-14(a) | |||||||
| 32.1 | Section 1350 Certification of Chief Executive Officer | |||||||
| 32.2 | Section 1350 Certification of Chief Financial Officer | |||||||
| 101 | The following financial statements from Cintas' Quarterly Report on Form 10-Q for the period ended August 31, 2022, formatted in Inline XBRL: (i) Consolidated Condensed Statements of Income (unaudited), (ii) Consolidated Condensed Statements of Comprehensive Income (unaudited), (iii) Consolidated Condensed Balance Sheets (unaudited), (iv) Consolidated Condensed Statements of Shareholders' Equity (unaudited), (v) Consolidated Condensed Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Condensed Financial Statements, tagged as blocks of text and including detailed tags. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CINTAS CORPORATION | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| Date: | October 6, 2022 | /s/ | J. Michael Hansen | |||||||||||||||||
| J. Michael Hansen | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
| (Principal Financial and Accounting Officer) |