XML 87 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
Acquisitions and Deconsolidation
12 Months Ended
May 31, 2014
Business Combinations [Abstract]  
Acquisitions and Deconsolidation
Acquisitions and Deconsolidation
Acquisitions
The purchase price paid for each acquisition has been allocated to the fair value of the assets acquired and liabilities assumed. During fiscal 2014, Cintas acquired three First Aid, Safety and Fire Protection Services operating segment businesses and three Document Management Services operating segment businesses. During fiscal 2013, Cintas acquired three First Aid, Safety and Fire Protection Services operating segment businesses and twelve Document Management Services operating segment businesses.
The following summarizes the aggregate purchase price for all businesses acquired:
(In thousands)
2014
 
2013
 
 
 
 
Fair value of tangible assets acquired
$
11,415

 
$
7,212

Fair value of service contracts acquired
6,343

 
34,858

Fair value of other intangibles acquired
924

 
2,049

Net goodwill recognized
13,865

 
32,133

Total fair value of assets acquired
32,547

 
76,252

Fair value of liabilities (settled) assumed and incurred
(894
)
 
6,882

Total cash paid for acquisitions
$
33,441

 
$
69,370



The results of operation for the acquired businesses are included in the consolidated statements of income from the dates of acquisition. The proforma revenue, net income and earnings per share information relating to acquired businesses are not presented because they are not significant to Cintas.
Deconsolidation
On April 30, 2014, Cintas completed its previously announced partnership transaction with the shareholders of Shred-it to combine Cintas’ document destruction business with Shred-it’s document destruction business. Under the agreement, Cintas and Shred-it each contributed its document destruction business to a newly formed partnership. The Company realized a $106.4 million gain on deconsolidation of the shredding business, which is primarily related to the remeasurement of retained interest in the shredding business as part of our investment in Shred-it. The gain was computed as follows: the fair value of consideration received of $180.0 million plus the fair value of Cintas' retained non-controlling interest in the partnership of $339.4 million less the carrying amount of the document destruction business of $413.0 million.
As a result of the shredding transaction, the Company recorded an asset impairment charge of $16.1 million and other transaction costs of $28.5 million. The impairment charge was related to the abandonment of information systems assets that were not contributed to the partnership and cannot be used by the Company for other purposes. The other transaction costs consisted of the following: $4.7 million of professional and legal fees; $0.7 million of employee termination benefit costs; $12.4 million of stock compensation expense resulting from the immediate vesting of Cintas stock options and awards of employees contributed to the partnership; a $4.2 million charge for information systems contracts for which no future economic benefit exists; and $6.5 million of incremental profit sharing and employee compensation resulting from the gain net of the impairment charge and other transaction costs.
In conjunction with the partnership agreement, Cintas agreed to provide certain transition services such as information technology and accounting in support of Shred-it for a period not to exceed fifteen months from the April 30, 2014 closing date.