8-K
CINTAS CORP (CTAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 21, 2023
Cintas Corporation
(Exact name of registrant as specified in its charter)
| Washington | 0-11399 | 31-1188630 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of<br>each class | Trading<br>symbol(s) | Name of each exchange<br>on which registered | |
|---|---|---|---|
| Common stock, no par value | CTAS | The NASDAQ Stock Market LLC | |
| (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 193 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On December 21, 2023, Cintas Corporation issued a press release announcing its financial results for the quarter ended November 30, 2023. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99 | Press release dated December 21, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| CINTAS CORPORATION | |||
|---|---|---|---|
| Date: | December 21, 2023 | By: | /s/ J. Michael Hansen |
| J. Michael Hansen | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99
FOR IMMEDIATE RELEASE
December 21, 2023
Cintas Corporation Announces
Fiscal 2024 Second Quarter Results
CINCINNATI, December 21, 2023 -- Cintas Corporation (Nasdaq: CTAS) today reported results for its fiscal 2024 second quarter ended November 30, 2023. Revenue for the second quarter of fiscal 2024 was $2.38 billion compared to $2.17 billion in last year’s second quarter, an increase of 9.3%. The organic revenue growth rate for the second quarter of fiscal 2024, which adjusts for the impacts of acquisitions and foreign currency exchange rate fluctuations, was 9.0%.
Gross margin for the second quarter of fiscal 2024 was $1.14 billion compared to $1.02 billion in last year’s second quarter, an increase of 11.6%. Gross margin as a percentage of revenue was 48.0% for the second quarter of fiscal 2024 compared to 47.0% in last year's second quarter, an increase of 100 basis points. Energy expenses comprised of gasoline, natural gas and electricity were 40 basis points lower for the second quarter of fiscal 2024 compared to last year's second quarter.
Selling and administrative expenses increased $64.4 million, or 11.1%, in the second quarter of fiscal 2024 compared to the same period of the prior fiscal year. The increase reflects investments in selling resources, technology and our management trainee program.
Operating income for the second quarter of fiscal 2024 increased 12.3% to $499.7 million compared to $444.9 million in last year's second quarter. Operating income as a percentage of revenue was 21.0% in the second quarter of fiscal 2024 compared to 20.5% in last year's second quarter.
Net income was $374.6 million for the second quarter of fiscal 2024 compared to $324.3 million in last year's second quarter. The second quarter of fiscal 2024 effective tax rate was 20.9% compared to 22.1% in last year's second quarter. The tax rates in both quarters were impacted by certain discrete items, primarily the tax accounting impact for stock-based compensation. Second quarter of fiscal 2024 diluted earnings per share (EPS) was $3.61 compared to $3.12 in last year's second quarter, an increase of 15.7%.
On December 15, 2023, Cintas paid an aggregate quarterly cash dividend of $137.5 million to shareholders, an increase of 17.1% from the amount paid last December. In addition, we continue to be opportunistic with our share buyback program. During the second quarter, Cintas purchased 658,202 shares of Cintas common stock at an average price of $486.58 per share, for a total purchase price of $320.3 million.
Todd M. Schneider, Cintas' President and Chief Executive Officer, stated, "We are pleased with our second quarter fiscal 2024 financial results. Each of our operating segments continue to execute at a high level, leading to robust revenue growth of 9.3%, high operating margin of 21.0% and diluted EPS growth of 15.7%. This strong execution is the result of the exceptional dedication of our employee-partners. Whether it's image, safety, cleanliness or compliance, we have innovative products and services to help businesses across North America stay focused on the work that matters most."
Mr. Schneider concluded, "We are increasing our full fiscal year financial guidance. We are raising our annual revenue expectations from a range of $9.40 billion to $9.52 billion to a range of $9.48 billion to $9.56 billion and our diluted EPS from a range of $14.00 to $14.45 to a range of $14.35 to $14.65." Please note the following regarding guidance:
•Fiscal year 2024 interest expense is expected to be approximately $100.0 million compared to $109.5 million in fiscal year 2023, predominately as a result of less variable rate debt. This may change as a result of future share buybacks or acquisition activity.
•Fiscal year 2024 effective tax rate is expected to be 21.3% compared to a rate of 20.4% in fiscal year 2023. The higher effective tax rate negatively impacts fiscal 2024 diluted EPS guidance by approximately $0.16 and diluted EPS growth by approximately 120 basis points.
•Our diluted EPS guidance includes no future share buybacks.
•Guidance includes the impact of having one more workday in fiscal year 2024 compared to fiscal year 2023.
Cintas
Cintas Corporation helps more than one million businesses of all types and sizes get Ready™ to open their doors with confidence every day by providing products and services that help keep their customers’ facilities and employees clean, safe and looking their best. With offerings 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®. Headquartered in Cincinnati, Cintas is a publicly held Fortune 500 company traded over the Nasdaq Global Select Market under the symbol CTAS and is a component of both the Standard & Poor’s 500 Index and Nasdaq-100 Index.
Cintas will host a live webcast to review the fiscal 2024 second quarter results today at 10:00 a.m., Eastern Time. The webcast will be available to the public on Cintas' website at www.Cintas.com. A replay of the webcast will be available approximately two hours after the completion of the live call and will remain available for two weeks.
CAUTION CONCERNING 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 Press Release. 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, except otherwise as required by law. 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, 2023 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.
For additional information, contact:
J. Michael Hansen, Executive Vice President & Chief Financial Officer - 513-972-2079
Jared S. Mattingley, Vice President, Treasurer & Investor Relations - 513-972-4195
Cintas Corporation
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands except per share data)
| Three Months Ended | |||||
|---|---|---|---|---|---|
| November 30, <br>2023 | November 30, <br>2022 | % <br>Change | |||
| Revenue: | |||||
| Uniform rental and facility services | $ | 1,850,542 | $ | 1,709,987 | 8.2% |
| Other | 526,635 | 464,871 | 13.3% | ||
| Total revenue | 2,377,177 | 2,174,858 | 9.3% | ||
| Costs and expenses: | |||||
| Cost of uniform rental and facility services | 974,231 | 906,727 | 7.4% | ||
| Cost of other | 261,398 | 245,684 | 6.4% | ||
| Selling and administrative expenses | 641,865 | 577,513 | 11.1% | ||
| Operating income | 499,683 | 444,934 | 12.3% | ||
| Interest income | (769) | (344) | 123.5% | ||
| Interest expense | 26,590 | 28,920 | (8.1)% | ||
| Income before income taxes | 473,862 | 416,358 | 13.8% | ||
| Income taxes | 99,249 | 92,065 | 7.8% | ||
| Net income | $ | 374,613 | $ | 324,293 | 15.5% |
| Basic earnings per share | $ | 3.67 | $ | 3.18 | 15.4% |
| Diluted earnings per share | $ | 3.61 | $ | 3.12 | 15.7% |
| Basic weighted average common shares outstanding | 101,667 | 101,637 | |||
| Diluted weighted average common shares outstanding | 103,266 | 103,356 |
Cintas Corporation
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands except per share data)
| Six Months Ended | |||||
|---|---|---|---|---|---|
| November 30, <br>2023 | November 30, <br>2022 | % <br>Change | |||
| Revenue: | |||||
| Uniform rental and facility services | $ | 3,677,367 | $ | 3,407,759 | 7.9% |
| Other | 1,042,140 | 933,553 | 11.6% | ||
| Total revenue | 4,719,507 | 4,341,312 | 8.7% | ||
| Costs and expenses: | |||||
| Cost of uniform rental and facility services | 1,921,814 | 1,797,493 | 6.9% | ||
| Cost of other | 514,574 | 493,260 | 4.3% | ||
| Selling and administrative expenses | 1,282,880 | 1,165,505 | 10.1% | ||
| Operating income | 1,000,239 | 885,054 | 13.0% | ||
| Interest income | (1,191) | (499) | 138.7% | ||
| Interest expense | 51,134 | 56,640 | (9.7)% | ||
| Income before income taxes | 950,296 | 828,913 | 14.6% | ||
| Income taxes | 190,598 | 152,931 | 24.6% | ||
| Net income | $ | 759,698 | $ | 675,982 | 12.4% |
| Basic earnings per share | $ | 7.43 | $ | 6.63 | 12.1% |
| Diluted earnings per share | $ | 7.32 | $ | 6.51 | 12.4% |
| Basic weighted average common shares outstanding | 101,781 | 101,530 | |||
| Diluted weighted average common shares outstanding | 103,418 | 103,343 |
CINTAS CORPORATION SUPPLEMENTAL DATA
Gross Margin and Net Income Margin Results
| Three Months Ended | Six Months Ended | |||
|---|---|---|---|---|
| November 30, <br>2023 | November 30, <br>2022 | November 30, <br>2023 | November 30, <br>2022 | |
| Uniform rental and facility services<br> gross margin | 47.4% | 47.0% | 47.7% | 47.3% |
| Other gross margin | 50.4% | 47.2% | 50.6% | 47.2% |
| Total gross margin | 48.0% | 47.0% | 48.4% | 47.2% |
| Net income margin | 15.8% | 14.9% | 16.1% | 15.6% |
Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure
The press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. To supplement its consolidated condensed financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP), the Company provides the additional non-GAAP financial measure of cash flow. The Company believes that this non-GAAP financial measure is appropriate to enhance understanding of its past performance as well as prospects for future performance. A reconciliation of the difference between this non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP is shown in the table below.
Computation of Free Cash Flow
| Six Months Ended | ||||
|---|---|---|---|---|
| (In thousands) | November 30, <br>2023 | November 30, <br>2022 | ||
| Net cash provided by operations | $ | 729,631 | $ | 619,149 |
| Capital expenditures | (200,527) | (146,404) | ||
| Free cash flow | $ | 529,104 | $ | 472,745 |
Management uses free cash flow to assess the financial performance of the Company. Management believes that free cash flow is useful to investors because it relates the operating cash flow of the Company to the capital that is spent to continue, improve and grow business operations.
SUPPLEMENTAL SEGMENT DATA
| (In thousands) | Uniform Rental<br>and Facility Services | First Aid<br> and Safety Services | All<br>Other | Corporate | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| For the three months ended November 30, 2023 | ||||||||||
| Revenue | $ | 1,850,542 | $ | 266,401 | $ | 260,234 | $ | — | $ | 2,377,177 |
| Gross margin | $ | 876,311 | $ | 145,316 | $ | 119,921 | $ | — | $ | 1,141,548 |
| Selling and administrative expenses | $ | 476,700 | $ | 86,785 | $ | 78,380 | $ | — | $ | 641,865 |
| Interest income | $ | — | $ | — | $ | — | $ | (769) | $ | (769) |
| Interest expense | $ | — | $ | — | $ | — | $ | 26,590 | $ | 26,590 |
| Income (loss) before income taxes | $ | 399,611 | $ | 58,531 | $ | 41,541 | $ | (25,821) | $ | 473,862 |
| For the three months ended November 30, 2022 | ||||||||||
| Revenue | $ | 1,709,987 | $ | 235,974 | $ | 228,897 | $ | — | $ | 2,174,858 |
| Gross margin | $ | 803,260 | $ | 119,153 | $ | 100,034 | $ | — | $ | 1,022,447 |
| Selling and administrative expenses | $ | 434,165 | $ | 73,658 | $ | 69,690 | $ | — | $ | 577,513 |
| Interest income | $ | — | $ | — | $ | — | $ | (344) | $ | (344) |
| Interest expense | $ | — | $ | — | $ | — | $ | 28,920 | $ | 28,920 |
| Income (loss) before income taxes | $ | 369,095 | $ | 45,495 | $ | 30,344 | $ | (28,576) | $ | 416,358 |
| For the six months ended November 30, 2023 | ||||||||||
| Revenue | $ | 3,677,367 | $ | 527,094 | $ | 515,046 | $ | — | $ | 4,719,507 |
| Gross margin | $ | 1,755,553 | $ | 291,092 | $ | 236,474 | $ | — | $ | 2,283,119 |
| Selling and administrative expenses | $ | 949,414 | $ | 172,980 | $ | 160,486 | $ | — | $ | 1,282,880 |
| Interest income | $ | — | $ | — | $ | — | $ | (1,191) | $ | (1,191) |
| Interest expense | $ | — | $ | — | $ | — | $ | 51,134 | $ | 51,134 |
| Income (loss) before income taxes | $ | 806,139 | $ | 118,112 | $ | 75,988 | $ | (49,943) | $ | 950,296 |
| For the six months ended November 30, 2022 | ||||||||||
| Revenue | $ | 3,407,759 | $ | 470,135 | $ | 463,418 | $ | — | $ | 4,341,312 |
| Gross margin | $ | 1,610,266 | $ | 235,290 | $ | 205,003 | $ | — | $ | 2,050,559 |
| Selling and administrative expenses | $ | 876,400 | $ | 148,949 | $ | 140,156 | $ | — | $ | 1,165,505 |
| Interest income | $ | — | $ | — | $ | — | $ | (499) | $ | (499) |
| Interest expense | $ | — | $ | — | $ | — | $ | 56,640 | $ | 56,640 |
| Income (loss) before income taxes | $ | 733,866 | $ | 86,341 | $ | 64,847 | $ | (56,141) | $ | 828,913 |
Cintas Corporation
Consolidated Condensed Balance Sheets
(In thousands except per share data)
| November 30, <br>2023 | May 31,<br>2023 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 85,556 | $ | 124,149 |
| Accounts receivable, net | 1,273,974 | 1,152,993 | ||
| Inventories, net | 474,840 | 506,604 | ||
| Uniforms and other rental items in service | 1,035,717 | 1,011,918 | ||
| Prepaid expenses and other current assets | 166,652 | 142,795 | ||
| Total current assets | 3,036,739 | 2,938,459 | ||
| Property and equipment, net | 1,463,826 | 1,396,476 | ||
| Investments | 270,006 | 247,191 | ||
| Goodwill | 3,120,506 | 3,056,201 | ||
| Service contracts, net | 329,511 | 346,574 | ||
| Operating lease right-of-use assets, net | 179,154 | 178,464 | ||
| Other assets, net | 414,127 | 382,991 | ||
| $ | 8,813,869 | $ | 8,546,356 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 316,697 | $ | 302,292 |
| Accrued compensation and related liabilities | 154,452 | 239,086 | ||
| Accrued liabilities | 619,288 | 632,504 | ||
| Income taxes, current | 13,102 | 12,470 | ||
| Operating lease liabilities, current | 44,063 | 43,710 | ||
| Debt due within one year | 210,000 | — | ||
| Total current liabilities | 1,357,602 | 1,230,062 | ||
| Long-term liabilities: | ||||
| Debt due after one year | 2,474,287 | 2,486,405 | ||
| Deferred income taxes | 497,198 | 498,356 | ||
| Operating lease liabilities | 138,936 | 138,278 | ||
| Accrued liabilities | 351,365 | 329,269 | ||
| Total long-term liabilities | 3,461,786 | 3,452,308 | ||
| Shareholders’ equity: | ||||
| Preferred stock, no par value:<br> 100,000 shares authorized, none outstanding | — | — | ||
| Common stock, no par value, and paid-in capital:<br><br>425,000,000 shares authorized<br><br>FY 2024: 192,861,307 issued and 101,347,603 outstanding<br><br>FY 2023: 192,198,938 issued and 101,732,148 outstanding | 2,179,951 | 2,031,542 | ||
| Retained earnings | 10,081,267 | 9,597,315 | ||
| Treasury stock:<br><br>FY 2024: 91,513,704 shares<br><br>FY 2023: 90,466,790 shares | (8,360,076) | (7,842,649) | ||
| Accumulated other comprehensive income | 93,339 | 77,778 | ||
| Total shareholders’ equity | 3,994,481 | 3,863,986 | ||
| $ | 8,813,869 | $ | 8,546,356 |
Cintas Corporation
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(In thousands)
| Six Months Ended | ||||
|---|---|---|---|---|
| November 30, <br>2023 | November 30, <br>2022 | |||
| Cash flows from operating activities: | ||||
| Net income | $ | 759,698 | $ | 675,982 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation | 136,803 | 126,561 | ||
| Amortization of intangible assets and capitalized contract costs | 79,235 | 74,693 | ||
| Stock-based compensation | 53,182 | 51,537 | ||
| Deferred income taxes | (7,105) | 18,565 | ||
| Change in current assets and liabilities, net of acquisitions of businesses: | ||||
| Accounts receivable, net | (120,881) | (133,897) | ||
| Inventories, net | 32,093 | (43,266) | ||
| Uniforms and other rental items in service | (21,649) | (73,475) | ||
| Prepaid expenses and other current assets and capitalized contract costs | (80,056) | (85,532) | ||
| Accounts payable | 14,981 | 61,421 | ||
| Accrued compensation and related liabilities | (86,725) | (28,212) | ||
| Accrued liabilities and other | (30,453) | (33,352) | ||
| Income taxes, current | 508 | 8,124 | ||
| Net cash provided by operating activities | 729,631 | 619,149 | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (200,527) | (146,404) | ||
| Purchases of investments | (7,475) | (5,182) | ||
| Acquisitions of businesses, net of cash acquired | (73,997) | (15,457) | ||
| Other, net | (196) | (4,381) | ||
| Net cash used in investing activities | (282,195) | (171,424) | ||
| Cash flows from financing activities: | ||||
| Issuance of commercial paper, net | 210,000 | 124,046 | ||
| Repayment of debt | (13,450) | — | ||
| Proceeds from exercise of stock-based compensation awards | 929 | 2,125 | ||
| Dividends paid | (255,839) | (215,017) | ||
| Repurchase of common stock | (423,128) | (348,682) | ||
| Other, net | (4,322) | (8,840) | ||
| Net cash used in financing activities | (485,810) | (446,368) | ||
| Effect of exchange rate changes on cash and cash equivalents | (219) | (2,029) | ||
| Net decrease in cash and cash equivalents | (38,593) | (672) | ||
| Cash and cash equivalents at beginning of period | 124,149 | 90,471 | ||
| Cash and cash equivalents at end of period | $ | 85,556 | $ | 89,799 |