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Acquisitions (Tables) | 3 Months Ended
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Aug. 31, 2017
Business Combinations [Abstract] |
Schedule of Assets Acquired and Liabilities Assumed | The total purchase price was $2,078.4 million, which was funded using a combination of new senior notes, a term loan, other borrowings under our existing credit facility and cash on hand. The net consideration transferred for G&K consisted of the following items:
(In thousands) |  |
Cash consideration for common stock | $ | 1,901,845 |  | (1)
Cash consideration for share-based awards | 62,257 |  | (2)
Cash consideration for G&K revolving debt | 124,180 |  | (3)
Cash consideration for transaction expenses | 24,529 |  | (4)
Total consideration | 2,112,811 |  |
Cash acquired | (34,393 | ) | (5)
Net consideration transferred | $ | 2,078,418 |  |
(1) The cash consideration for outstanding shares of G&K common stock is the product of the agreed-upon cash per share price of $97.50 and total G&K outstanding shares of approximately 19.5 million. (2) The cash consideration for share-based awards is the product of the agreed-upon cash per share price of $97.50 and the total number of restricted stock outstanding and the “in the money” stock options net of the weighted average exercise price. (3) The cash consideration for G&K revolving debt reflects the repayment of the outstanding obligation. (4) Represents G&K legal and professional fees that were incurred prior to acquisition and were due upon the closing of the transaction. (5) Represents the G&K cash balance acquired at acquisition. The components of the preliminary purchase price allocation, at fair value, are as follows:
Assets: |
Accounts receivable | $ | 95,846 |
Inventories | 30,254 |
Uniforms and other rental items in service | 93,659 |
Income taxes, current | 14,626 |
Prepaid expenses and other current assets | 43,235 |
Property and equipment | 254,035 |
Goodwill | 1,517,340 |
Service contracts | 519,000 |
Trade names | 17,000 |
Other assets | 15,585 |
Liabilities: |
Accounts payable | (53,220 | )
Accrued compensation and related liabilities | (9,594 | )
Accrued liabilities | (115,109 | )
Long-term accrued liabilities | (28,380 | )
G&K senior notes | (105,359 | )
Deferred income taxes | (210,500 | )
Total consideration | $ | 2,078,418 |
Schedule of Preliminary Valuation and Amortization Period of Identifiable Intangible Assets | The table below sets forth the preliminary valuation and amortization period of identifiable intangible assets:
Identifiable intangible assets: | Preliminary Valuation | Amortization Period
Service contracts | $ | 519,000 |  | 15 years
Trade names | 17,000 |  | 3 years
Total | $ | 536,000 |  |
Schedule of Pro Forma Financial Information | The pro forma financial information set forth below for the three months ended August 31, 2016 includes G&K's quarterly results for the period of July 2, 2016 through October 1, 2016 adjusted for number of working days in Cintas' first quarter of fiscal 2017.
In thousands except per share data | August 31, 2016
Net sales | $ | 1,511,378 |
Net income | $ | 146,413 |
Earnings per common share - diluted | $ | 1.34 |

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- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
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