Business Strategy Cintas helps more than one million businesses of all types and sizes, primarily inthe United States , as well asCanada ,Latin America ,Europe andAsia , 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 training and compliance courses, Cintas helps customers get Ready for the Workday™. We areNorth 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, carpet and tile cleaning services, 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 business 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 business 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, especially in our fire protection operating segment. 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, carpet and tile cleaning services 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. Revenue and income before income taxes for the three and nine months endedFebruary 29, 2020 andFebruary 28, 2019 for the two reportable operating segments and All Other is presented in Note 12 entitled Segment Information of "Notes to Consolidated Condensed Financial Statements." InDecember 2019 , a novel strain of coronavirus (COVID-19) was reported to have surfaced inWuhan, China , and has since spread to a number of other countries, includingthe United States . InMarch 2020 , theWorld Health Organization characterized COVID-19 as a pandemic. Through the nine months endedFebruary 29, 2020 , the COVID-19 pandemic did not have a significant impact on our business. However, efforts to contain the spread of COVID-19 have intensified. Several states inthe United States , includingOhio , where we are headquartered, have declared states of emergency, and several countries around the world, includingthe United States , have taken steps to restrict travel. A number of countries, as well as certain states and cities withinthe United States , have also enacted temporary closures of businesses, issued quarantine orders and taken other restrictive measures in 35 --------------------------------------------------------------------------------
response to the COVID-19 pandemic. Within
We have operations throughoutthe United States and participate in a global supply chain, and the existence of the COVID-19 pandemic, the fear associated with the COVID-19 pandemic and the reactions of governments around the world in response to the COVID-19 pandemic to regulate the flow of labor and products and impede the business of our customers began inMarch 2020 to impact our ability to conduct normal business operations, which is likely to adversely affect our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our business operations could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business consequences due to the COVID-19 pandemic, including being required to shut down their operations, demand for our services and products could also be materially adversely affected in a rapid manner. The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot predict the extent to which our business, results of operations, financial condition or liquidity will ultimately be impacted. Consolidated Results Three Months EndedFebruary 29, 2020 Compared to Three Months EndedFebruary 28, 2019 Total revenue increased 7.6% for the three months endedFebruary 29, 2020 , over the same period in the prior fiscal year, from$1,682.3 million to$1,810.6 million . Revenue also increased organically by 5.7% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions, foreign currency exchange rate fluctuations and workday differences. Total revenue was positively impacted by 0.2% due to acquisitions, 0.1% due to foreign currency exchange rate fluctuations and 1.6% due to one more workday in the three months endedFebruary 29, 2020 compared to the three months endedFebruary 28, 2019 . Uniform Rental and Facility Services reportable operating segment revenue increased 6.6% for the three months endedFebruary 29, 2020 , over the same period in the prior fiscal year, from$1,358.3 million to$1,448.0 million . Revenue increased organically by 4.8%. 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. Generally, sales productivity improvements are due to increased tenure and improved training, which produce a higher number of products and services sold. Revenue growth was positively impacted by 0.1% due to acquisitions, 0.1% due to foreign currency exchange rate fluctuations and 1.6% due to one more workday in the three months endedFebruary 29, 2020 , compared to the three months endedFebruary 28, 2019 . Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 11.9% for the three months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year, from$324.0 million to$362.6 million . Revenue increased organically by 9.6%. Revenue growth was positively impacted by 0.6% due to growth derived through acquisitions primarily in our Fire Protection operating segment, which is included in All Other and our First Aid and Safety Services reportable operating segment. In addition, revenue growth was positively impacted by 1.7% due to one more workday in the three months endedFebruary 29, 2020 , compared to the three months endedFebruary 28, 2019 . 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$36.0 million , or 4.8%, for the three months endedFebruary 29, 2020 , compared to the three months endedFebruary 28, 2019 . This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume. Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, 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$23.1 million , or 13.0%, for the three months endedFebruary 29, 2020 , compared to the three months endedFebruary 28, 2019 . The increase was primarily due to higher sales volume in the First Aid and Safety Services reportable operating segment and All Other. Selling and administrative expenses increased$33.6 million , but decreased as a percent of revenue to 28.2% for the three months endedFebruary 29, 2020 , compared to 28.3% for the same period in the prior fiscal year. The decrease as a percent of revenue was due to efficiencies in labor and employee-partner related expenses. 36 -------------------------------------------------------------------------------- Operating income was$314.7 million for the three months endedFebruary 29, 2020 , compared to$278.3 million for the three months endedFebruary 28, 2019 . Operating income was positively impacted by higher sales and lower cost of sales as a percent to revenue for the three months endedFebruary 29, 2020 . Operating income in the three months endedFebruary 28, 2019 was negatively impacted by$0.8 million of integration expenses incurred in connection with the G&K acquisition. The after-tax effect of these integration expenses was a negative impact of$0.01 per share on diluted earnings per share. Net interest expense (interest expense less interest income) was$25.6 million for the three months endedFebruary 29, 2020 , compared to$26.7 million for the three months endedFebruary 28, 2019 . The decrease was primarily due to the decrease in outstanding commercial paper and the associated variable interest rate. Cintas' effective tax rate for continuing operations was 18.9% and 20.1% for the three months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting for stock-based compensation. Net income from continuing operations for the three months endedFebruary 29, 2020 increased$33.6 million , or 16.7%, compared to the three months endedFebruary 28, 2019 . Diluted earnings per share from continuing operations was$2.16 for the three months endedFebruary 29, 2020 , which was an increase of 18.0% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations.
Uniform Rental and Facility Services Reportable Operating Segment
Three Months Ended
Uniform Rental and Facility Services reportable operating segment revenue increased from$1,358.3 million to$1,448.0 million , or 6.6%, for the three months endedFebruary 29, 2020 , over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased$36.0 million , or 4.8%. Revenue increased organically by 4.8%. The reportable operating segment's gross margin was$663.1 million , or 45.8% of revenue. The gross margin was 90 basis points higher than the prior fiscal year's third quarter gross margin of 44.9%. The increase in gross margin as a percent to revenue was driven by the increase in revenue and continuous improvements in process efficiency. Selling and administrative expenses increased$22.0 million , but decreased as a percent of revenue to 27.0%, compared to 27.2% in the third quarter of the prior fiscal year. The decrease as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses. Income before income taxes increased$32.5 million , or 13.6%, for the Uniform Rental and Facility Services reportable operating segment for the three months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year. Income before income taxes was 18.8% of the reportable operating segment's revenue, which was a 120 basis point increase compared to the third quarter of the prior fiscal year of 17.6%. This increase was primarily due to the increase in sales and gross margin and the elimination of G&K integration expenses.
First Aid and Safety Services Reportable Operating Segment
Three Months Ended
First Aid and Safety Services reportable operating segment revenue increased from$149.2 million to$170.5 million , or 14.3%, for the three months endedFebruary 29, 2020 , over the same period in the prior fiscal year. Revenue also increased organically by 12.5%. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention. Cost of first aid and safety services increased$11.4 million , or 14.7%, for the three months endedFebruary 29, 2020 , over the three months endedFebruary 28, 2019 , due to higher sales volume. The gross margin as a percent of revenue was 48.0% for the quarter endedFebruary 29, 2020 , which was a decrease of 20 basis points compared to the gross margin as a percent of revenue of 48.2% in the same period of the prior fiscal year. The decrease was driven primarily by a change in revenue mix due to the growth in lower margin products, such as safety and personal protective equipment product sales, outpacing growth in higher margin products. 37 -------------------------------------------------------------------------------- Selling and administrative expenses increased$7.0 million , but decreased as a percent of revenue to 33.6%, compared to 33.7% in the third quarter of the prior fiscal year. The decrease as a percent of revenue was primarily due to efficiencies in labor and employee-partner related expenses. Income before income taxes for the First Aid and Safety Services reportable operating segment increased$3.1 million to$24.7 million for the three months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year, due to the previously discussed growth in revenue and improvement in the selling and administrative expenses as a percentage of revenue. Income before income taxes was 14.5% of the reportable operating segment's revenue for both the three months endedFebruary 29, 2020 andFebruary 28, 2019 . Consolidated Results Nine Months EndedFebruary 29, 2020 Compared to Nine Months EndedFebruary 28, 2019 Total revenue increased 7.2% for the nine months endedFebruary 29, 2020 , over the same period in the prior fiscal year, from$5,098.6 million to$5,465.5 million . Revenue increased organically by 7.1% as a result of increased sales volume. Organic growth adjusts for the impact of acquisitions and foreign currency exchange rate fluctuations. Total revenue was positively impacted by 0.1% due to acquisitions. Uniform Rental and Facility Services reportable operating segment revenue increased 6.0% for the nine months endedFebruary 29, 2020 , over the same period in the prior fiscal year, from$4,124.0 million to$4,372.5 million . Revenue also increased organically by 6.0%. 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. Generally, sales productivity improvements are due to increased tenure and improved training, which produce a higher number of products and services sold. Other revenue, consisting of revenue from the First Aid and Safety Services reportable operating segment and All Other, increased 12.2% for the nine months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year, from$974.5 million to$1,093.0 million . Revenue increased organically by 11.7%. Revenue growth was positively impacted by 0.5% due to growth derived through acquisitions primarily in our Fire Protection operating segment, which is included in All Other and our First Aid and Safety Services reportable operating segment. 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$82.0 million , or 3.6%, for the nine months endedFebruary 29, 2020 , compared to the nine months endedFebruary 28, 2019 . This increase was due to higher Uniform Rental and Facility Services reportable operating segment sales volume. Cost of other consists primarily of cost of goods sold (predominantly first aid and safety products, 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$64.1 million , or 11.9%, for the nine months endedFebruary 29, 2020 , compared to the nine months endedFebruary 28, 2019 . The increase was primarily due to higher sales volume in the First Aid and Safety Services reportable operating segment and All Other. Selling and administrative expenses increased$98.3 million , or 6.7%, but decreased as a percent of revenue from 28.9% to 28.7% for the nine months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year. The decrease as a percent of revenue was due to efficiencies in labor and employee-partner related expenses. Operating income was$955.3 million for the nine months endedFebruary 29, 2020 , compared to$819.1 million for the nine months endedFebruary 28, 2019 . Operating income was positively impacted by higher sales and lower cost of sales as a percent to revenue for the nine months endedFebruary 29, 2020 . Operating income in the nine months endedFebruary 28, 2019 was negatively impacted by$13.5 million of integration expenses incurred in connection with the G&K acquisition. The after-tax effect of these integration expenses was a negative impact of$0.09 per share on diluted earnings per share.
During the nine months ended
38 -------------------------------------------------------------------------------- Net interest expense (interest expense less interest income) was$78.6 million for the nine months endedFebruary 29, 2020 , compared to$75.0 million for the nine months endedFebruary 28, 2019 . The increase was primarily due to interest incurred on commercial paper borrowings and the term loan during the nine months endedFebruary 29, 2020 . Cintas' effective tax rate for continuing operations was 16.5% and 19.3% for the nine months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. The effective tax rate in both periods was impacted by certain discrete items, primarily the tax accounting for stock-based compensation. Net income from continuing operations for the nine months endedFebruary 29, 2020 , increased$75.3 million , or 11.5%, compared to the nine months endedFebruary 28, 2019 . Diluted earnings per share from continuing operations was$6.76 for the nine months endedFebruary 29, 2020 , which was an increase of 14.4% compared to the same period in the prior fiscal year. Diluted earnings per share from continuing operations increased due to the increase in earnings from continuing operations and a decrease in the diluted average shares outstanding.
Uniform Rental and Facility Services Reportable Operating Segment
Nine Months Ended
Uniform Rental and Facility Services reportable operating segment revenue increased from$4,124.0 million to$4,372.5 million , or 6.0%, for the nine months endedFebruary 29, 2020 , over the same period in the prior fiscal year, and the cost of uniform rental and facility services increased$82.0 million , or 3.6%. Revenue increased organically by 6.0%. The reportable operating segment's gross margin was$2,034.0 million , or 46.5% of revenue. The gross margin was 120 basis points higher than the prior fiscal year's gross margin of 45.3% for the nine months endedFebruary 28, 2019 . The increase in gross margin as a percent to revenue was driven by the increase in revenue and continuous improvements in process efficiency. Selling and administrative expenses increased$66.5 million , but decreased as a percent of revenue from 27.7% to 27.6% for the nine months endedFebruary 29, 2020 . The decrease was primarily due to lower labor and employee-partner related expenses, as a percent of revenue. Income before income taxes increased$113.4 million , or 15.9%, for the Uniform Rental and Facility Services reportable operating segment for the nine months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year. Income before income taxes was 18.9% of the reportable operating segment's revenue, which was a 160 basis point increase compared to 17.3% for the nine months endedFebruary 28, 2019 . This increase was primarily due to the increase in sales and gross margin and the elimination of G&K integration expenses.
First Aid and Safety Services Reportable Operating Segment
Nine Months Ended
First Aid and Safety Services reportable operating segment revenue increased from$455.9 million to$512.3 million , or 12.4%, for the nine months endedFebruary 29, 2020 , over the same period in the prior fiscal year. Revenue increased organically by 12.3% as a result of increased sales volume. Revenue growth was positively impacted by 0.1% due to growth derived through acquisitions. Growth was driven by many factors including new business sold by sales representatives, penetration of additional products and services into existing customers and strong customer retention. Cost of first aid and safety services increased$27.1 million , or 11.5%, for the nine months endedFebruary 29, 2020 , over the nine months endedFebruary 28, 2019 , due to higher sales volume. The gross margin as a percent of revenue was 48.5% for the nine months endedFebruary 29, 2020 , which was an increase of 50 basis points compared to the gross margin as a percent of revenue of 48.0% in the same period of the prior fiscal year. The increase was driven primarily by improved sourcing, leveraging of existing warehouses and optimization of delivery routes. Selling and administrative expenses increased$20.1 million , and increased as a percent of revenue to 34.0%, compared to 33.8% for the nine months endedFebruary 28, 2019 . The increase was primarily due to higher labor and employee-partner related expenses, particularly medical expense, as a percent of revenue. 39 -------------------------------------------------------------------------------- Income before income taxes for the First Aid and Safety Services reportable operating segment increased$9.2 million to$74.1 million for the nine months endedFebruary 29, 2020 , compared to the same period in the prior fiscal year, due to the previously discussed growth in revenue and improvement in the gross margin percentage. Income before income taxes, at 14.5% of the reportable operating segment's revenue, was a 30 basis point increase compared to the same period of the prior fiscal year due to the reasons previously mentioned. Liquidity and Capital Resources The following is a summary of our cash flows and cash and cash equivalents as of and for the nine months endedFebruary 29, 2020 andFebruary 28, 2019 : (In thousands) 2020
2019
Net cash provided by operating activities$ 934,549 $
670,717
Net cash used in investing activities$ (236,480) $
(163,014)
Net cash used in financing activities$ (560,292) $
(565,298)
Cash and cash equivalents at the end of the period
Cash and cash equivalents as ofFebruary 29, 2020 andFebruary 28, 2019 include$25.3 million and$22.7 million , respectively, that is located outside ofthe United States . 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. Net cash provided by operating activities was$934.5 million for the nine months endedFebruary 29, 2020 , an increase of$263.8 million compared to the nine months endedFebruary 28, 2019 . The increase was primarily the result of increased net income and favorable changes in working capital, specifically inventories, accounts receivable and accounts payable. Net cash used in investing activities includes capital expenditures, purchases of investments, proceeds from the sale of assets and cost method investments and cash paid for acquisitions of businesses. Capital expenditures were$189.4 million and$207.8 million for the nine months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. Capital expenditures in fiscal 2020 primarily relate to expansion efforts in the Uniform Rental and Facility Services reportable operating segment, representing$151.9 million of the current fiscal year amount. Cash paid for acquisitions of businesses was$47.9 million and$7.4 million for the nine months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. The acquisitions during the nine months endedFebruary 29, 2020 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. Also, during the nine months endedFebruary 29, 2020 , the Company received proceeds of$13.3 million from the sale of assets and during the nine months endedFebruary 28, 2019 , received proceeds of$73.3 million from the sale of a cost method investment and$3.2 million from the sale of a business. Net cash used in investing activities also includes$10.5 million and$17.5 million from purchases of investments during the nine months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. Net cash used in financing activities was$560.3 million and$565.3 million for the nine months endedFebruary 29, 2020 andFebruary 28, 2019 , respectively. OnAugust 2, 2016 , we announced that the Board of Directors authorized a$500.0 million share buyback program, which did not have an expiration date. During the first half of fiscal 2019, under theAugust 2, 2016 plan, we purchased a total of 2.1 million shares of Cintas common stock at an average price of$192.55 for a total purchase price of$410.0 million , which completed theAugust 2, 2016 buyback program. OnOctober 30, 2018 , we announced that the Board of Directors authorized a$1.0 billion share buyback program, which does not have an expiration date. During the nine months endedFebruary 28, 2019 , under this program, we purchased 0.8 million shares of Cintas common stock at an average price of$170.87 for a total purchase price of$136.6 million . During the nine months endedFebruary 29, 2020 , under theOctober 30, 2018 program, we purchased 0.8 million shares of Cintas common stock at an average price of$230.66 for a total purchase price of$193.1 million . Additionally, onOctober 29, 2019 , we announced that the Board of Directors authorized a new$1.0 40 -------------------------------------------------------------------------------- billion share buyback program, which does not have an expiration date. There have been no share buybacks under this new share buyback program. In the period subsequent toFebruary 29, 2020 , throughMarch 31, 2020 , under theOctober 30, 2018 share buyback program, we purchased 0.8 million shares of Cintas common stock at an average price of$263.07 per share for a total purchase price of$202.6 million . From the inception of theOctober 30, 2018 share buyback plan throughMarch 31, 2020 , Cintas has purchased a total of 4.3 million shares of Cintas common stock at an average price of$219.40 for a total purchase price of$939.1 million . In addition, for the nine months endedFebruary 29, 2020 , Cintas acquired 0.3 million shares of Cintas common stock for employee payroll taxes due on restricted stock awards that vested during the nine months endedFebruary 29, 2020 . These shares were acquired at an average price of$261.48 per share for a total purchase price of$68.4 million . During the nine months endedFebruary 29, 2020 , Cintas made payments of$112.5 million , net on commercial paper borrowings, and during the nine months endedFebruary 28, 2019 , issued$217.5 million , net, of commercial paper borrowings.
The following table summarizes Cintas' outstanding debt:
Interest Fiscal Year Fiscal Year February 29, May 31, (In thousands) Rate Issued Maturity 2020 2019 Debt due within one year Commercial paper 2.68 % (1) 2019 2020 $ -$ 112,500 Term loan 2.25 % (2) 2019 2020 200,000 200,000 Debt issuance costs (200) (236) Total debt due within one year$ 199,800 $ 312,264 Debt due after one year Senior notes 4.30 % 2012 2022$ 250,000 $ 250,000 Senior notes 2.90 % 2017 2022 650,000 650,000 Senior notes 3.25 % 2013 2023 300,000 300,000 Senior notes (3) 2.78 % 2013 2023 51,359 51,684 Senior notes (4) 3.11 % 2015 2025 51,721 51,973 Senior notes 3.70 % 2017 2027 1,000,000 1,000,000 Senior notes 6.15 % 2007 2037 250,000 250,000 Debt issuance costs (13,924) (16,150) Total debt due after one year$ 2,539,156 $ 2,537,507 (1) Variable rate debt instrument. The rate presented is the variable borrowing rate atMay 31, 2019 . (2) Variable rate debt instrument. The rate presented is the variable borrowing rate atFebruary 29, 2020 . (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 3.73%. (4) 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 was amended and restated onMay 24, 2019 . The amendment increased the capacity of the revolving credit facility from$600.0 million to$1.0 billion and created a new term loan of$200.0 million . The credit agreement has an accordion feature that provides Cintas the ability to request increases to the borrowing commitments under either the revolving credit facility or the term loan of up to$250.0 million in the aggregate, subject to customary conditions. The maturity date of the revolving credit facility isMay 23, 2024 , and the maturity date of the term loan isMay 23, 2020 , which can be extended 12 months, annually, for up to four years. We intend to extend the term loan for 12 months subject to the agreement of our lenders. As ofFebruary 29, 2020 , there was no commercial paper outstanding and no borrowings on our revolving credit facility. As ofMay 31, 2019 , there was$112.5 million of commercial paper outstanding and no borrowings on our revolving credit facility. 41 -------------------------------------------------------------------------------- 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. As ofFebruary 29, 2020 , Cintas was in compliance with all debt covenants. 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. However, the recent COVID-19 outbreak, which has caused disruption in the capital markets, could make financing more difficult and/or expensive. 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 ofFebruary 29, 2020 , 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, obligations under capital leases due in one year, long-term debt and long-term obligations under capital leases. 42 -------------------------------------------------------------------------------- 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 or results of operation 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, risks inherent with the G&K transaction in the achievement of cost synergies and the timing thereof, including whether the transaction will be accretive and within the expected timeframe and the actual amounts of future integration expenses; 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, including G&K; fluctuations in costs of materials and labor including increased medical costs; 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; the cost, results and ongoing assessment of internal controls for financial reporting required by the Sarbanes-Oxley Act of 2002; the effect of new accounting pronouncements; costs of our SAP system implementation; 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 viral 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 endedMay 31, 2019 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. 43
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