Cintas is an American company specialized in the manufacture and sale of workwear and uniforms
FORM 10-Q SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
OR
Indicate by check mark 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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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CINTAS CORPORATION
INDEX
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See accompanying notes.
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CINTAS CORPORATIONCONSOLIDATED CONDENSED BALANCE SHEETS(Unaudited)(In thousands except share data)
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CINTAS CORPORATIONCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(Unaudited)(In thousands)
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CINTAS CORPORATIONNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(Unaudited)(Amounts in thousands except per share data)
1. Basis of Presentation
The consolidated condensed financial statements of Cintas Corporation included herein have been prepared by Cintas, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes included in our most recent annual report for the fiscal year ended May 31, 2003. A summary of our significant accounting policies is presented on page 36 of our most recent annual report. There have been no material changes in the accounting policies followed by Cintas during the 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 results of the interim periods shown have been made.
Certain prior year amounts have been reclassified to conform with current year presentation.
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CINTAS CORPORATIONNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS(Unaudited)(In thousands except per share data)
2. Earnings per Share
The following table represents a reconciliation of the shares used to calculate basic and diluted earnings per share for the respective years:
3. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill for the six months ended November 30, 2003, by operating segment, are as follows:
“Acquired Intangible Assets”
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Information regarding Cintas’ service contracts and other assets follows:
Amortization expense was $12,874 and $14,620 for the six months ended November 30, 2003 and 2002, respectively. Estimated amortization expense, excluding any future acquisitions, for each of the next five years is $25,179, $23,204, $21,442, $19,367 and $17,221, respectively.
4. Derivatives and Hedging Activities
Cintas formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. Cintas’ hedging activities are transacted only with highly-rated institutions, reducing the exposure to credit risk in the event of nonperformance.
Cintas uses derivatives for both cash flow hedging and fair value hedging purposes. For derivative instruments that hedge the exposure of variability in short-term interest rates, designated as cash flow hedges, the effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the ineffective portion of the hedge, gains or losses are charged to earnings in the current period. For derivative instruments that hedge the exposure to changes in the fair value of certain fixed rate debt, designated as fair value hedges, the effective portion of the net gain or loss on the derivative instrument, as well as the offsetting gain or loss on the fixed rate debt attributable to the hedged risk, are recorded in current period earnings.
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Cintas periodically uses interest rate swap and lock agreements as hedges against variability in short-term interest rates. These agreements effectively convert a portion of the floating rate debt to a fixed rate basis, or lock in a fixed interest rate, thus reducing the impact of interest rate changes on future interest expense. Cintas uses the Hypothetical Derivative Method for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every fiscal quarter. Cintas will also periodically use reverse interest rate swap agreements to convert a portion of fixed rate debt to a floating rate basis, thus hedging for changes in the fair value of the fixed rate debt being hedged. Cintas has determined that the current interest rate swap agreement, designated as a fair value hedge, qualifies for treatment under the short-cut method of measuring effectiveness. Under the provisions of SFAS 133, this hedge is determined to be perfectly effective and there is no requirement to periodically evaluate effectiveness.
The change in fair value of the cash flow hedge, pertaining to interest rate swap and lock agreements, during the second quarter of fiscal year 2004 resulted in a credit of $163 to other comprehensive income. The reverse interest rate swap agreement is a fair value hedge that converts $125 million of fixed rate debt to a floating rate. This agreement expires in 2007, and allows Cintas to receive an effective interest rate of 5.13% and pay an interest rate based on LIBOR. Because this fair value hedge is 100% effective, the $1 million favorable change in the fair value of this hedge, which occurred in the second quarter, was directly offset by an increase in the fair value of the debt.
5. Stock-Based Compensation
During the third quarter of fiscal 2003, Cintas adopted the disclosure requirements of FASB Statement No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure, but will continue to apply Accounting Principles Board Opinion No. 25 as the method used to account for stock-based employee compensation arrangements. The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding and unvested awards in each period.
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CINTAS CORPORATIONNOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)(In thousands except per share data)
6. Comprehensive Income
Total comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders and, as such, includes net earnings. For Cintas, the only components of total comprehensive income are the change in cumulative foreign currency translation adjustments and the change in the fair value forecasted cash flows associated with a derivative accounted for as a cash flow hedge. The components of comprehensive income for the three and six month periods ended November 30, 2003 and 2002 are as follows:
7. Segment Information
Cintas classifies its businesses into two operating segments: Rentals and Other Services. The Rentals operating segment designs and manufactures corporate identity uniforms which it rents, along with other items, to its customers. The Other Services operating segment involves the design, manufacture and direct sale of uniforms to its customers, as well as the sale of ancillary services including first aid products and services and cleanroom supplies. Substantially all of these services are provided throughout the United States and Canada to businesses of all types — from small service and manufacturing companies to major corporations that employ thousands of people. Information about our different business segments is set forth based on the distribution of products and services offered. Cintas evaluates performance based on several factors, of which the primary financial measures are business segment revenue and income before income taxes.
The $4,343 write-off of the loan receivable in the first quarter of fiscal 2004 has been included in the Corporate segment.
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8. Supplemental Guarantor Information
On May 13, 2002, Cintas completed the acquisition of Omni Services, Inc. (Omni) for $656,071. The purchase price for Omni was funded with $450,000 in long-term notes, $100,000 of borrowings under a commercial paper program and $106,071 in cash. The $450,000 in long-term notes consists of $225,000 with five-year maturities at an interest rate of 5.125% and $225,000 with ten-year maturities at an interest rate of 6%. An additional working capital payment of $3,055 was made during the second quarter of fiscal year 2003, bringing the total purchase price to $659,126.
Effective June 1, 2000, Cintas reorganized its legal structure and created Cintas Corporation No. 2 (Corp. 2) as its indirectly, wholly-owned principal operating subsidiary. Cintas and its wholly-owned, direct and indirect domestic subsidiaries, other than Corp. 2, unconditionally guaranteed, jointly and severally, debt of Corp. 2. As allowed by SEC rules, the following condensed consolidating financial statements are provided as an alternative to filing separate financial statements of the guarantors. Each of the subsidiaries presented in the condensed consolidating financial statements has been fully consolidated in Cintas’ financial statements. The condensed consolidating financial statements should be read in conjunction with the financial statements of Cintas and notes thereto of which this note is an integral part.
Condensed consolidating financial statements for Cintas, Corp. 2, and subsidiary guarantors and non-guarantors are presented below:
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CONDENSED CONSOLIDATED INCOME STATEMENTTHREE MONTHS ENDED NOVEMBER 30, 2003
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CONDENSED CONSOLIDATED INCOME STATEMENTTHREE MONTHS ENDED NOVEMBER 30, 2002
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CONDENSED CONSOLIDATED INCOME STATEMENTSIX MONTHS ENDED NOVEMBER 30, 2003
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CONDENSED CONSOLIDATED INCOME STATEMENTSIX MONTHS ENDED NOVEMBER 30, 2002
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CONDENSED CONSOLIDATED BALANCE SHEETAS OF NOVEMBER 30, 2003
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CONDENSED CONSOLIDATED BALANCE SHEETAS OF MAY 31, 2003
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSIX MONTHS ENDED NOVEMBER 30, 2003
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSIX MONTHS ENDED NOVEMBER 30, 2002
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CINTAS CORPORATION ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Three Months Ended November 2003 Compared to Three Months Ended November 2002
Total revenue increased 3% for the three months ended November 30, 2003, over the same period in fiscal 2003. While the economy has shown some preliminary signs of recovery, employment numbers continue to be weak. This continued weakness in employment has caused our internal growth rate to be lower than our stated objective. However, we have continued to grow organically in this environment mainly through the continued sale of new rental programs.
Rentals operating segment revenues consist primarily of revenues derived from the rental of corporate identity uniforms, mats, shop towels and other items. Net Rentals revenue increased 4% for three months ended November 30, 2003, over the same period in the prior fiscal year, primarily due to the sale of new rental programs. Rental revenue growth was negatively impacted by increased lost business and reductions in existing business attributable to the current sluggish economy.
Other Services operating segment revenues are derived from the design, manufacture and direct sale of uniforms to our customers, as well as ancillary services including hygiene supplies, first aid products and services and cleanroom supplies. Revenue from the sale of uniforms and other direct sale items decreased 1% for the three months ended November 30, 2003, over the same period in the prior year, due to continued pressure on the hotel, gaming, airline and electronics industries.
Cost of rentals consists primarily of production expenses, delivery expenses and amortization of in service uniforms and other rental items. Cost of rentals increased 4% for the three months ended November 30, 2003, as compared to the three months ended November 30, 2002, as a result of increased Rentals revenues and increased energy and labor-related costs. These increases were partially offset by continued productivity improvement in many of our rental operations, especially those operations that absorbed business from the Omni acquisition.
Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses. Cost of other services increased 1% for the three months ended November 30, 2003, as compared to the three months ended November 30, 2002. Cost of Other Services for the three months ending November 30, 2002, was positively impacted by additional sales of higher margin business. Other Services business sold during the three months ended November 30, 2003, is more in line with our traditional mix.
Selling and administrative expenses increased 1% for the three months ended November 30, 2003, as compared to the three months ended November 30, 2002. Increased efficiencies, including savings achieved from the consolidation of Omni headquarters’ operations, and cost containment initiatives enabled selling and administrative expenses to remain stable despite an increase in total revenues and the continued rise in medical benefit costs.
Net interest expense (interest expense less interest income) was $6 million for the three months ended November 30, 2003, compared to $7 million for the same period in the prior fiscal year. This decrease was primarily a result of lower outstanding debt levels as compared to the prior year. Cintas’ effective tax rate was 37.0% for both the three months ended November 30, 2003 and November 30, 2002.
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Net income increased 10% for the three months ended November 30, 2003, over the same period in fiscal 2003, primarily due to increased efficiencies from revenue growth and cost containment initiatives. Diluted earnings per share increased 8% for the three months ended November 30, 2003, over the same period in the prior fiscal year.
Six Months Ended November 2003 Compared to Six Months Ended November 2002
Total revenue increased 2% for the six months ended November 30, 2003, over the same period in fiscal 2003. The difficult economic environment and the continued weakness in employment numbers have caused our internal growth rate to be lower than our stated objective. However, we have continued to grow organically in this environment mainly through the continued sale of new rental programs.
Rentals operating segment revenues consist primarily of revenues derived from the rental of corporate identity uniforms, mats, shop towels and other items. Net Rentals revenue increased 4% for the six months ended November 30, 2003, over the same period in the prior fiscal year, primarily due to the sale of new rental programs. Rental revenue growth was negatively impacted by increased lost business and reductions in existing business attributable to the current sluggish economy.
Other Services operating segment revenues are derived from the design, manufacture and direct sale of uniforms to our customers, as well as ancillary services including hygiene supplies, first aid products and services and cleanroom supplies. Revenue from the sale of uniforms and other direct sale items decreased 2% for the six months ended November 30, 2003, over the same period in the prior year, due to continued pressure on the hotel, gaming, airline and electronics industries.
Cost of rentals consists primarily of production expenses, delivery expenses and amortization of in service uniforms and other rental items. Cost of rentals increased 4% for the six months ended November 30, 2003, as compared to the six months ended November 30, 2002, as a result of increased Rentals revenues and increased energy and labor-related costs.
Cost of other services consists primarily of cost of goods sold (predominantly uniforms and first aid products), delivery expenses and distribution expenses. Cost of other services decreased 2% for the six months ended November 30, 2003, as compared to the six months ended November 30, 2002. This reduction is primarily due to a combination of lower Other Services revenue, improved efficiencies in distribution and lower sourcing costs.
Selling and administrative expenses were essentially flat for the six months ended November 30, 2003, as compared to the six months ended November 30, 2002. Increased efficiencies and cost containment initiatives enabled selling and administrative expenses to remain constant despite an increase in total revenues and the continued rise in medical benefit costs.
Net interest expense (interest expense less interest income) was $12 million for the six months ended November 30, 2003, compared to $15 million for the same period in the prior fiscal year. This decrease was primarily a result of lower outstanding debt levels as compared to the prior year. Cintas’ effective tax rate was 37.0% for both the six months ended November 30, 2003 and November 30, 2002.
Included in net income is a pre-tax charge of $4.3 million from a write-off of a receivable from a garment manufacturer. Based on recent developments concerning the supplier’s viability to remain as a going concern, the collectibility of the receivable became doubtful. As such, the receivable was completely written off during the first quarter of fiscal 2004.
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Net income after the charge increased 6% for the six months ended November 30, 2003, over the same period in fiscal 2003, primarily due to increased efficiencies from revenue growth and cost containment initiatives. Diluted earnings per share increased 6% for the six months ended November 30, 2003, over the same period in the prior fiscal year.
Financial Condition
At November 30, 2003, there was $196,115 million in cash, cash equivalents and marketable securities, an increase of $138,456 million from May 31, 2003, primarily due to additional cash generation from cost containment initiatives and the absence of any significant acquisitions. The cash, cash equivalents and marketable securities will be used to finance future growth, capital expenditures, repayment of debt and dividends. We believe that our current cash position, funds generated from operations and the strength of our banking relationships are sufficient to meet our anticipated operational and capital requirements.
Net property and equipment decreased by $1 million from May 31, 2003 to November 30, 2003, as certain capital expenditures were curtailed or postponed due to the weak economy. At the end of the second quarter of fiscal 2004, Cintas had eleven uniform rental facilities in various stages of construction.
Following is information regarding Cintas’ long-term contractual obligations and other commitments outstanding as of November 30, 2003:
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Litigation and Other Contingencies
Cintas is party to litigation in the normal course of business, none of which is expected to have a material impact on operating results. In addition, a class action suit was filed in Federal Court in the Northern District of California alleging that Cintas violated certain federal and state wage and hour laws applicable to its service sales representatives, whom Cintas considers exempt employees, and asserting additional related ERISA claims. Cintas believes it has properly classified its service sales representatives as exempt employees and will vigorously defend these allegations. The estimated liability, if any, relating to these lawsuits has not been determined, but is not expected to have a material adverse effect on the financial statements.
Cintas is currently the target of a corporate unionization campaign by the Union of Needletrades, Industrial and Textile Employees and Teamsters. These unions are attempting to pressure Cintas into surrendering our employees’ rights to a government-supervised election and unilaterally accept union representation. This is unacceptable. Cintas’ philosophy in regard to unions is straightforward: We believe that employees have the right to say yes to union representation and the freedom to say no. This campaign could be disruptive to our business and could adversely affect results of operations. We will continue to vigorously oppose this campaign and to defend our employees’ rights. Cintas considers its relationships with its employees to be satisfactory.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In our normal operations, Cintas has market risk exposure to interest rates. There has been no significant change in our exposure to these risks, which has been previously disclosed on page 61 of our most recent annual report.
ITEM 4.CONTROLS AND PROCEDURES.
An evaluation was completed under the supervision and with the participation of Cintas’ management, including Cintas’ President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, of the effectiveness of the design and operation of Cintas’ disclosure controls and procedures as of November 30, 2003. Based on these evaluations, Cintas’ management, including the President and Chief Executive Officer, Chief Financial Officer, General Counsel and Controllers, concluded that Cintas’ disclosure controls and procedures were effective as of November 30, 2003. There has been no change to Cintas’ internal control over financial reporting that occurred during the second quarter of fiscal 2004 that has materially affected, or is reasonably likely to materially affect, Cintas’ internal control over financial reporting.
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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, projects, plans, expects, intends, believes, should and similar 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. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ from those set forth in this report. Factors that might cause such a difference include the possibility of greater than anticipated operating costs, lower sales volumes, the performance and costs of integration of acquisitions, fluctuations in costs of materials and labor, costs and possible effects of union organizing activities, outcome of pending environmental matters, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products and the reactions of competitors in terms of price and service. Cintas undertakes no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date on which they are made.
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Part II. Other Information
Item 4. Submission of matters to a vote of security holders
Issue No. 1 Authority to establish the number of Directors to be elected at the Meeting at eight.
FOR 152,433,108 AGAINST 499,056 ABSTAIN 770,483 BROKER NON-VOTES 0
Issue No. 2 Authority to elect eight Directors.
Issue No. 3 Approval of Directors’ stock option plan.
FOR 130,860,523 AGAINST 3,282,803 ABSTAIN 832,709 BROKER NON-VOTES 18,726,612
Issue No. 4 Proposal to adopt a policy of expensing the cost of stock options in Cintas’ income statement.
FOR 43,793,756 AGAINST 86,007,295 ABSTAIN 5,174,731 BROKER NON-VOTES 18,726,865
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Issue No. 5 Proposal to establish a nominating committee composed of independent members as defined in the proposal.
FOR 48,589,901 AGAINST 80,524,551 ABSTAIN 5,856,166 BROKER NON-VOTES 18,732,029
Issue No. 6 Proposal to adopt a policy of nominating independent directors who, if elected, would constitute two-thirds of the Board.
FOR 44,178,332 AGAINST 84,693,961 ABSTAIN 6,098,318 BROKER NON-VOTES 18,732,037
Issue No. 7 Proposal to issue a report on Cintas’ code of conduct for vendors and other workplace policies.
FOR 10,245,513 AGAINST 112,095,432 ABSTAIN 12,634,842 BROKER NON-VOTES 18,726,860
Item 6. Exhibits and Reports on Form 8-K
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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.
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