Cintas Corp: Form 10-Q for the period ended Nov 30, 2023
Filed with the SEC on Jan 8, 2024 and accepted by EDGAR at Jan 8, 2024, 14:58 ET.
Management's discussion and analysis
As filed, 4,429 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
UNREGISTERED SALES OF EQUITY SECURITIES,
USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
| 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) |
|---|---|---|---|---|
| September 1 - 30, 2023 (2) | 95,018 | $482.90 | 85,700 | $1,417.1 |
| October 1 - 31, 2023 (3) | 583,746 | $488.18 | 560,502 | $1,144.0 |
| November 1 - 30, 2023 (4) | 36,470 | $521.06 | 12,000 | $1,138.0 |
| Total | 715,234 | $489.15 | 658,202 | $1,138.0 |
(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 November 30, 2023, Cintas has purchased a total of 3.4 million shares of Cintas common stock at an average price of $405.55 per share for a total purchase price of $1,362.0 million. 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 November 30, 2023.
(2) During September 2023, Cintas acquired 9,318 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 $507.55 per share for a total purchase price of $4.7 million.
(3) During October 2023, Cintas acquired 23,244 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 $509.64 per share for a total purchase price of $11.8 million.
(4) During November 2023, Cintas acquired 24,470 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 $531.99 per share for a total purchase price of $13.0 million.
OTHER INFORMATION
During the quarter ended November 30, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of Cintas adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
EXHIBITS
| 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, 2023) |
| 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 November 30, 2023, 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) |
33
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: | January 8, 2024 | /s/ | J. Michael Hansen |
| J. Michael Hansen | |||
| Executive Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) |
34
Controls and procedures
As filed, 2,169 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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 November 30, 2023. 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 November 30, 2023, 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 November 30, 2023, that have materially affected, or are reasonably likely to materially affect, Cintas' internal control over financial reporting.
Part II. Other Information
LEGAL PROCEEDINGS
We discuss material legal proceedings (other than ordinary routine litigation incidental to our business) pending against us in “Part I, Item 1. Financial Statements,” in Note 11 entitled Litigation and Other Contingencies of “Notes to Consolidated Condensed Financial Statements.” We refer you to and incorporate by reference into this Part II, Item 1 that discussion for important information concerning those legal proceedings.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2023-11-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2023-09-01 to 2023-11-30 | $2.38bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months2023-06-01 to 2023-11-30 | $4.72bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Selling, general and administrative | 3 months2023-09-01 to 2023-11-30 | $641.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months2023-06-01 to 2023-11-30 | $1.28bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2023-09-01 to 2023-11-30 | $499.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months2023-06-01 to 2023-11-30 | $1.00bn | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2023-09-01 to 2023-11-30 | $26.6m | us-gaap:InterestExpense |
| Interest expense | 6 months2023-06-01 to 2023-11-30 | $51.1m | us-gaap:InterestExpense |
| Income tax | 3 months2023-09-01 to 2023-11-30 | $99.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months2023-06-01 to 2023-11-30 | $190.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2023-09-01 to 2023-11-30 | $374.6m | us-gaap:NetIncomeLoss |
| Net income | 6 months2023-06-01 to 2023-11-30 | $759.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2023-09-01 to 2023-11-30 | $3.61 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2023-06-01 to 2023-11-30 | $7.32 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2023-09-01 to 2023-11-30 | $3.67 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2023-06-01 to 2023-11-30 | $7.43 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2023-09-01 to 2023-11-30 | 103,266,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2023-06-01 to 2023-11-30 | 103,418,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2023-06-01 to 2023-11-30 | $729.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2023-06-01 to 2023-11-30 | $200.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months2023-06-01 to 2023-11-30 | $255.8m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 6 months2023-06-01 to 2023-11-30 | $423.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2023-11-30 | $85.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2023-11-30 | $3.04bn | us-gaap:AssetsCurrent |
| Total assets | At period end2023-11-30 | $8.81bn | us-gaap:Assets |
| Current liabilities | At period end2023-11-30 | $1.36bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | At period end2023-11-30 | $2.47bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2023-11-30 | $210.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2023-11-30 | $3.99bn | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0000723254-24-000005. Last ingested by Listed: Oct 30, 2026, 09:30 ET. Listed shows no prices and gives no investment advice.