10-Q 1 wdfc-20141130x10q.htm 10-Q 5 Q1 FY15 10Q_Final

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2014

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

Commission File Number: 000-06936

WD-40 COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

 

95-1797918

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

1061 Cudahy Place, San Diego, California

 

92110

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (619) 275-1400

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes      No  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes       No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer          Accelerated filer    Non-accelerated filer         Smaller reporting company  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes      No  

 

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of January 2, 2015 was 14,646,567.

1

 


 

WD-40 COMPANY

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended November 30, 2014

 

TABLE OF CONTENTS

 

 

 

 

 

 

PART I — FINANCIAL INFORMATION 

 

 

 

Page

Item 1.

Financial Statements

 

Condensed Consolidated Balance Sheets

 

Condensed Consolidated Statements of Operations

 

Condensed Consolidated Statements of Comprehensive Income

 

Condensed Consolidated Statement of Shareholders’ Equity

 

Condensed Consolidated Statements of Cash Flows

 

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31 

Item 4.

Controls and Procedures

31 

 

 

PART II —  OTHER INFORMATION 

 

 

 

 

Item 1.

Legal Proceedings

32 

Item 1A.

Risk Factors

33 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33 

Item 6.

Exhibits

34 

 

2

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART 1 - FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1. Financial Statements

 

 

 

 

 

 

WD-40 COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share and per share amounts)

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

46,442 

 

$

57,803 

Short-term investments

 

42,645 

 

 

45,050 

Trade and other accounts receivable, less allowance for doubtful

 

 

 

 

 

accounts of $497 and $406 at November 30, 2014

 

 

 

 

 

and August 31, 2014, respectively

 

62,165 

 

 

63,618 

Inventories

 

33,886 

 

 

34,989 

Current deferred tax assets, net

 

5,734 

 

 

5,855 

Other current assets

 

5,284 

 

 

8,339 

Total current assets

 

196,156 

 

 

215,654 

Property and equipment, net

 

10,123 

 

 

9,702 

Goodwill

 

96,518 

 

 

95,499 

Other intangible assets, net

 

25,353 

 

 

23,671 

Other assets

 

3,161 

 

 

3,154 

Total assets

$

331,311 

 

$

347,680 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

17,400 

 

$

18,031 

Accrued liabilities

 

15,263 

 

 

18,382 

Revolving credit facility

 

98,000 

 

 

98,000 

Accrued payroll and related expenses

 

11,412 

 

 

15,969 

Income taxes payable

 

3,228 

 

 

1,529 

Total current liabilities

 

145,303 

 

 

151,911 

Long-term deferred tax liabilities, net

 

23,828 

 

 

24,253 

Other long-term liabilities

 

2,121 

 

 

2,101 

Total liabilities

 

171,252 

 

 

178,265 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

Common stock ― authorized 36,000,000 shares, $0.001 par value;

 

 

 

 

 

19,503,193 and 19,464,310 shares issued at November 30, 2014 and

 

 

 

 

 

August 31, 2014, respectively; and 14,649,403 and 14,754,362 shares

 

 

 

 

 

outstanding at November 30, 2014 and August 31, 2014, respectively

 

20 

 

 

19 

Additional paid-in capital

 

137,231 

 

 

136,212 

Retained earnings

 

243,379 

 

 

237,596 

Accumulated other comprehensive income (loss)

 

(5,193)

 

 

1,103 

Common stock held in treasury, at cost ― 4,853,790 and 4,709,948

 

 

 

 

 

shares at November 30, 2014 and August 31, 2014, respectively

 

(215,378)

 

 

(205,515)

Total shareholders' equity

 

160,059 

 

 

169,415 

Total liabilities and shareholders' equity

$

331,311 

 

$

347,680 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

3

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and in thousands, except per share amounts)

 

 

 

 

 

 

 

Three Months Ended November 30,

 

 

2014

 

 

2013

 

 

 

 

 

 

Net sales

$

96,353 

 

$

95,541 

Cost of products sold

 

46,652 

 

 

45,868 

Gross profit

 

49,701 

 

 

49,673 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Selling, general and administrative

 

27,424 

 

 

26,699 

Advertising and sales promotion

 

5,915 

 

 

5,615 

Amortization of definite-lived intangible assets

 

769 

 

 

592 

Total operating expenses

 

34,108 

 

 

32,906 

 

 

 

 

 

 

Income from operations

 

15,593 

 

 

16,767 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest income

 

134 

 

 

131 

Interest expense

 

(294)

 

 

(215)

Other income (expense), net

 

102 

 

 

(214)

Income before income taxes

 

15,535 

 

 

16,469 

Provision for income taxes

 

4,749 

 

 

4,987 

Net income

$

10,786 

 

$

11,482 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

Basic

$

0.73 

 

$

0.75 

Diluted

$

0.73 

 

$

0.74 

 

 

 

 

 

 

Shares used in per share calculations:

 

 

 

 

 

Basic

 

14,668 

 

 

15,279 

Diluted

 

14,738 

 

 

15,366 

Dividends declared per common share

$

0.34 

 

$

0.31 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

4

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited and in thousands)

 

 

 

 

 

 

 

Three Months Ended November 30,

 

2014

 

2013

 

 

 

 

 

 

Net income

$

10,786 

 

$

11,482 

Other comprehensive (loss) income:

 

 

 

 

 

Foreign currency translation adjustment

 

(6,296)

 

 

4,599 

Total comprehensive income

$

4,490 

 

$

16,081 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

5

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Unaudited and in thousands, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

Other

 

 

 

 

 

Total

 

Common Stock

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury Stock

 

Shareholders'

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income (Loss)

 

Shares

 

Amount

 

Equity

Balance at August 31, 2014

19,464,310 

 

$

19 

 

$

136,212 

 

$

237,596 

 

$

1,103 

 

4,709,948 

 

$

(205,515)

 

$

169,415 

Issuance of common stock under share-based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

compensation plan, net of shares withheld for taxes

38,883 

 

 

 

 

24 

 

 

 

 

 

 

 

 

 

 

 

 

 

25 

Stock-based compensation

 

 

 

 

 

 

498 

 

 

 

 

 

 

 

 

 

 

 

 

 

498 

Tax benefits from settlements of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

stock-based equity awards

 

 

 

 

 

 

497 

 

 

 

 

 

 

 

 

 

 

 

 

 

497 

Cash dividends ($0.34 per share)

 

 

 

 

 

 

 

 

 

(5,003)

 

 

 

 

 

 

 

 

 

 

(5,003)

Acquisition of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

143,842 

 

 

(9,863)

 

 

(9,863)

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

(6,296)

 

 

 

 

 

 

 

(6,296)

Net income

 

 

 

 

 

 

 

 

 

10,786 

 

 

 

 

 

 

 

 

 

 

10,786 

Balance at November 30, 2014

19,503,193 

 

$

20 

 

$

137,231 

 

$

243,379 

 

$

(5,193)

 

4,853,790 

 

$

(215,378)

 

$

160,059 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WD-40 COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)

 

 

 

 

 

 

 

Three Months Ended November 30,

 

2014

 

2013

Operating activities:

 

 

 

 

 

Net income

$

10,786 

 

$

11,482 

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,633 

 

 

1,378 

Net gains on sales and disposals of property and equipment

 

(24)

 

 

(17)

Deferred income taxes

 

(615)

 

 

(154)

Excess tax benefits from settlements of stock-based equity awards

 

(494)

 

 

(777)

Stock-based compensation

 

498 

 

 

517 

Unrealized foreign currency exchange (gains) losses, net

 

461 

 

 

(1,053)

Provision for bad debts

 

164 

 

 

215 

Changes in assets and liabilities:

 

 

 

 

 

Trade and other accounts receivable

 

(720)

 

 

2,302 

Inventories

 

624 

 

 

(1,088)

Other assets

 

2,841 

 

 

117 

Accounts payable and accrued liabilities

 

(3,563)

 

 

(2,580)

Accrued payroll and related expenses

 

(4,931)

 

 

(6,720)

Income taxes payable

 

2,698 

 

 

3,052 

Other long-term liabilities

 

40 

 

 

35 

Net cash provided by operating activities

 

9,398 

 

 

6,709 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(1,582)

 

 

(1,186)

Proceeds from sales of property and equipment

 

79 

 

 

95 

Acquisition of business

 

(3,705)

 

 

 -

Purchases of short-term investments

 

(82)

 

 

(1,282)

Net cash used in investing activities

 

(5,290)

 

 

(2,373)

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Treasury stock purchases

 

(9,863)

 

 

(5,264)

Dividends paid

 

(5,003)

 

 

(4,758)

Proceeds from issuance of common stock

 

685 

 

 

1,149 

Excess tax benefits from settlements of stock-based equity awards

 

494 

 

 

777 

 Net cash used in financing activities

 

(13,687)

 

 

(8,096)

Effect of exchange rate changes on cash and cash equivalents

 

(1,782)

 

 

1,745 

Net decrease in cash and cash equivalents

 

(11,361)

 

 

(2,015)

Cash and cash equivalents at beginning of period

 

57,803 

 

 

53,434 

Cash and cash equivalents at end of period

$

46,442 

 

$

51,419 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

7

 


 

 

WD-40 COMPANY

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 1.  The Company

 

WD-40 Company (“the Company”), based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products which solve problems in workshops, factories and homes around the world. The Company markets its multi-purpose maintenance products and its homecare and cleaning products under the following well-known brands: WD-40®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®.  Currently included in the WD-40 brand are the WD-40 multi-use product and the WD-40 Specialist® and WD-40 BikeTM    product lines. 

 

The Company’s brands are sold in various locations around the world. Multi-purpose maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia and the Pacific Rim, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia. The Company’s products are sold primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets, sport retailers, independent bike dealers and industrial distributors and suppliers.

 

Note 2.  Basis of Presentation and Summary of Significant Accounting Policies

 

Basis of Consolidation

 

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2014 year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP.

 

In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2014, which was filed with the SEC on October 21, 2014.

 

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

 

Foreign Currency Forward Contracts

 

In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company’s U.K. subsidiary, whose functional currency is Pound Sterling, utilizes foreign currency forward contracts to limit its exposure in converting forecasted cash balances denominated in non-functional currencies. The principal currency affected is the Euro. The Company regularly monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions. While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges.

 

Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized currently in other income (expense) in the Company’s condensed consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the condensed consolidated statements

8

 


 

of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s condensed consolidated balance sheets.  At November 30, 2014, the Company had no outstanding balances in foreign currency forward contracts. Unrealized net gains related to foreign currency forward contracts outstanding at November 30, 2013 were not significant.

 

Fair Value Measurements

 

Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: 

 

Level 1:  Observable inputs such as quoted market prices in active markets for identical assets or liabilities;

Level 2:  Observable market-based inputs or observable inputs that are corroborated by market data; and

Level 3:  Unobservable inputs reflecting the Company’s own assumptions.

 

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of November 30, 2014, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis. The carrying values of cash equivalents, short-term investments and short-term borrowings are recorded at cost, which approximates their fair values primarily due to their short-term maturities and are classified as Level 2 within the fair value hierarchy. During the three months ended November 30, 2014, the Company did not record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition.

 

Recently Adopted Accounting Standards

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”,  which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The new rule requires companies to present in the financial statements an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward except to the extent such items are not available or not intended to be used at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position. In such instances, the unrecognized tax benefit is required to be presented in the financial statements as a liability and not be combined with deferred tax assets. The adoption of this authoritative guidance did not have a material impact on the Company’s consolidated financial statement and related disclosures.

 

Recently Issued Accounting Standards

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company is in the process of evaluating the potential impacts of this updated authoritative guidance on its consolidated financial statements.

 

Note 3.  Inventories

 

Inventories consist primarily of raw materials and components, finished goods, and product held at third-party contract manufacturers. Inventories are stated at the lower of cost or market and cost is determined based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method. Inventories consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9

 


 

 

November 30,

 

August 31,

 

2014

 

2014

Product held at third-party contract manufacturers

$

4,184 

 

$

3,945 

Raw materials and components

 

3,626 

 

 

3,670 

Work-in-process

 

225 

 

 

261 

Finished goods

 

25,851 

 

 

27,113 

Total

$

33,886 

 

$

34,989 

 

 

 

 

 

 

 

 

 

Note 4.  Property and Equipment

 

Property and equipment, net, consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

Machinery, equipment and vehicles

$

14,049 

 

$

13,459 

Buildings and improvements

 

3,956 

 

 

4,044 

Computer and office equipment

 

3,687 

 

 

3,312 

Software

 

6,860 

 

 

6,824 

Furniture and fixtures

 

1,401 

 

 

1,421 

Land

 

285 

 

 

295 

Subtotal

 

30,238 

 

 

29,355 

Less: accumulated depreciation and amortization

 

(20,115)

 

 

(19,653)

Total

$

10,123 

 

$

9,702 

 

 

 

 

 

 

 

 

Note 5.  Goodwill and Other Intangible Assets

 

Acquisitions

During the first quarter of fiscal year 2015, the Company entered into an agreement by and between GT 85 Limited (“GT85”) and WD-40 Company Limited, which is the Company’s U.K. subsidiary, to acquire the GT85 business and certain of its assets for a purchase consideration of $4.1 million. Of this purchase consideration, $3.7 million was paid in cash upon completion of the acquisition (“completion) and the remaining balance will be paid nine months following completion provided that the WD-40 Company Limited has not asserted a claim arising under the terms of the acquisition agreement.  If an unresolved claim is outstanding nine months following completion, the asserted amount of the claim will continue to be retained until the matter is resolved.  Located in the U.K., the GT85 business was engaged in the marketing and sale of the GT85® and SG85 brands of multi-purpose maintenance products. This acquisition complements the Company’s multi-purpose maintenance products and will help to build upon its strategy to develop new product categories for its WD-40 Specialist and WD-40 BIKE.

 

The purchase price was allocated to certain customer-related, trade name-related, and technology-based intangible assets in the amount of $1.7 million, $0.9 million, and $0.2 million, respectively. The Company began to amortize these definite-lived intangible assets on a straight-line basis over their estimated useful lives of eight,  ten, and four years, respectively, in the first quarter of fiscal year 2015. The purchase price exceeded the fair value of the intangible assets acquired and, as a result, the Company recorded goodwill of $1.3 million in connection with this transaction. The amount of goodwill expected to be deductible for tax purposes is also $1.3 million. This acquisition did not have a material impact on the Company’s condensed consolidated financial statements, and as a result no pro forma disclosures have been presented.

 

During the second quarter of fiscal year 2014, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and between Etablissements Decloedt SA/NV (“Etablissements”) and WD-40 Company Limited. From January 1998 through the date of this Purchase Agreement, Etablissements acted as one of the Company’s international marketing distributors located in Belgium where it marketed and distributed certain of the WD-40 products. Pursuant to the Purchase Agreement, the Company acquired the list of customers and related information (the “customer list”) from Establissements for a purchase consideration of $1.8 million in cash. The Company has been using this customer list since its acquisition to solicit and transact direct sales of its products in Belgium. The Company began to amortize this customer list definite-lived intangible asset on a straight-line basis over its estimated useful life of five years in the second quarter of fiscal year 2014.

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Goodwill

 

The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

EMEA

 

Asia-Pacific

 

Total

Balance as of August 31, 2014

$

85,581 

 

$

8,707 

 

$

1,211 

 

$

95,499 

GT85 acquisition

 

 -

 

 

1,309 

 

 

 -

 

 

1,309 

Translation adjustments

 

(33)

 

 

(257)

 

 

 -

 

 

(290)

Balance as of November 30, 2014

$

85,548 

 

$

9,759 

 

$

1,211 

 

$

96,518 

 

 

 

 

 

 

 

 

 

 

 

 

 

There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to February 28, 2014, the date of its most recent annual goodwill impairment test. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill.

 

Definite-lived Intangible Assets

 

The Company’s definite-lived intangible assets, which include the 2000 Flushes, Spot Shot, Carpet Fresh, 1001 and GT85 trade names, the Belgium customer list, the GT85 customer relationships and the GT85 technology are included in other intangible assets, net in the Company’s condensed consolidated balance sheets. The following table summarizes the definite-lived intangible assets and the related accumulated amortization and impairment (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

 

 

 

 

 

 

Gross carrying amount

$

39,036 

 

$

36,670 

Accumulated amortization

 

(12,524)

 

 

(12,021)

Accumulated impairment of intangible assets

 

(1,077)

 

 

(1,077)

Translation adjustments

 

(82)

 

 

99 

Net carrying amount

$

25,353 

 

$

23,671 

 

 

 

 

 

 

 

There were no indicators of potential impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets for the quarter ended November 30, 2014.

 

Changes in the carrying amounts of definite-lived intangible assets by segment for the three months ended November 30, 2014 are summarized below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

EMEA

 

Asia-Pacific

 

Total

Balance as of August 31, 2014

$

19,328 

 

$

4,343 

 

$

 -

 

$

23,671 

Amortization expense

 

(552)

 

 

(217)

 

 

 -

 

 

(769)

GT85 customer relationships

 

 -

 

 

1,601 

 

 

 -

 

 

1,601 

GT85 trade name

 

 -

 

 

913 

 

 

 -

 

 

913 

GT85 technology

 

 -

 

 

161 

 

 

 -

 

 

161 

Translation adjustments

 

 -

 

 

(224)

 

 

 -

 

 

(224)

Balance as of November 30, 2014

$

18,776 

 

$

6,577 

 

$

 -

 

$

25,353 

 

 

 

 

 

 

 

 

 

 

 

 

 

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The estimated amortization expense for the Company’s definite-lived intangible assets in future fiscal years is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade Names

 

Customer-Based

 

Technology

Remainder of fiscal year 2015

$

1,849 

 

 

406 

 

$

30 

Fiscal year 2016

 

2,458 

 

 

541 

 

 

40 

Fiscal year 2017

 

2,458 

 

 

541 

 

 

40 

Fiscal year 2018

 

2,458 

 

 

541 

 

 

40 

Fiscal year 2019

 

2,458 

 

 

314 

 

 

 -

Thereafter

 

10,579 

 

 

600 

 

 

 -

Total

$

22,260 

 

$

2,943 

 

$

150 

 

 

 

 

 

 

 

 

 

 

 

Note 6. Accrued and Other Liabilities

 

Accrued liabilities consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

Accrued advertising and sales promotion expenses

$

9,557 

 

$

10,140 

Accrued professional services fees

 

1,186 

 

 

1,715 

Accrued sales taxes

 

315 

 

 

934 

Accrued other taxes

 

421 

 

 

476 

Other

 

3,784 

 

 

5,117 

Total

$

15,263 

 

$

18,382 

 

 

 

 

 

 

Accrued payroll and related expenses consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

Accrued incentive compensation

$

1,961 

 

$

8,558 

Accrued payroll

 

2,964 

 

 

2,813 

Accrued profit sharing

 

3,039 

 

 

2,424 

Accrued payroll taxes

 

2,394 

 

 

1,602 

Other

 

1,054 

 

 

572 

Total

$

11,412 

 

$

15,969 

 

 

 

 

 

 

 

Other long-term liabilities consisted of the following (in thousands): 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30,

 

August 31,

 

2014

 

2014

Supplemental employee retirement plan benefits liability

$

508 

 

$

516 

Other income taxes payable

 

1,500 

 

 

1,512 

Other

 

113 

 

 

73 

Total

$

2,121 

 

$

2,101 

 

 

 

 

 

 

 

 

Note 7. Debt

 

Revolving Credit Facility

 

On June 17, 2011, the Company entered into an unsecured credit agreement with Bank of America, N.A. (“Bank of America”). The agreement consisted of a $75.0 million three-year revolving credit facility. Under the terms of the credit facility agreement,

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the Company may initiate loans in U.S. dollars or in foreign currencies from time to time during the three-year period, which was set to expire on June 17, 2014. Per the terms of the agreement, all loans denominated in U.S. dollars will accrue interest at the bank’s Prime rate or at LIBOR plus a predetermined margin and all loans denominated in foreign currencies will accrue interest at LIBOR plus the same predetermined  margin  (together with any applicable mandatory liquid asset costs imposed by non-U.S. banking regulatory authorities).  Interest on outstanding loans is due and payable on a quarterly basis through the credit facility maturity date. The Company may also borrow against the credit facility through the issuance of standby letters of credit. Outstanding letters of credit are subject to a fee equal to a predetermined percent per annum applied to amounts available to be drawn on outstanding letters of credit. The Company will also incur commitment fees for the credit facility at a predetermined annual rate which will be applied to the portion of the total credit facility commitment that has not been borrowed until outstanding loans and letters of credit exceed one half the total amount of the credit facility. 

 

On January 7, 2013, the Company entered into a first amendment (the “Amendment”) to this existing unsecured credit agreement with Bank of America. The Amendment extends the maturity date of the revolving credit facility for five years and increases the revolving commitment to an amount not to exceed $125.0 million.  The new maturity date for the revolving credit facility per the Amendment is January 7, 2018.  In addition, per the terms of the Amendment, the LIBOR margin decreased from 0.90 to 0.85 percent,  the letter of credit fee decreased from 0.90 to 0.85 percent per annum and the commitment fee decreased from an annual rate of 0.15 percent to 0.12 percent.  The Company incurs commitment fees applied to the portion of the total credit facility commitment that has not been borrowed until outstanding loans and letters of credit exceed $62.5 million.  To date, the Company has used the proceeds of the revolving credit facility for its stock repurchases and plans to continue using such proceeds for its general working capital needs and stock repurchases under any existing board approved share buy-back plans. 

 

The agreement includes representations, warranties and covenants customary for credit facilities of this type, as well as customary events of default and remedies. The agreement also requires the Company to maintain minimum consolidated EBITDA of $40.0 million, measured on a trailing twelve month basis, at each reporting period.

 

During the three months ended November 30, 2014, there were no additional borrowings against the revolving credit facility. The Company regularly converts existing draws on its line of credit to new draws with new maturity dates and interest rates. The balances on these draws and conversions have remained within a short-term classification due to certain contractual clauses included in its line of credit agreement with Bank of America. As of November 30, 2014, the Company had a  $98.0 million outstanding balance on the revolving credit facility and was in compliance with all debt covenants under this credit facility.

 

Note 8. Share Repurchase Plan 

 

On June 18, 2013, the Company’s Board of Directors approved a share buy-back plan. Under the plan, which is in effect from August 1, 2013 through August 31, 2015, the Company is authorized to acquire up to $60.0 million of its outstanding shares on such terms and conditions as may be acceptable to the Company’s Chief Executive Officer or Chief Financial Officer and subject to present loan covenants and in compliance with all laws and regulations applicable thereto. During the period from August 1, 2013 through November 30, 2014, the Company repurchased 791,980 shares at a total cost of $55.3 million.

 

On October 14, 2014, the Company’s Board of Directors also approved a new share buy-back plan. Under the plan, which will not be effective until the Company’s existing plan is exhausted, the Company is authorized to acquire up to $75.0 million of its outstanding shares through August 31, 2016. The timing and amount of repurchases will be based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer and in compliance with all laws and regulations applicable thereto.

 

Note 9.  Earnings per Common Share

 

The table below reconciles net income to net income available to common shareholders (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30,

 

2014

 

2013

Net income

$

10,786 

 

$

11,482 

Less: Net income allocated to

 

 

 

 

 

participating securities

 

(62)

 

 

(58)

Net income available to common shareholders

$

10,724 

 

$

11,424 

 

 

 

 

 

 

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The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30,

 

2014

 

2013

Weighted-average common

 

 

 

 

 

shares outstanding, basic

 

14,668 

 

 

15,279 

Weighted-average dilutive securities

 

70 

 

 

87 

Weighted-average common

 

 

 

 

 

shares outstanding, diluted

 

14,738 

 

 

15,366 

 

 

 

 

 

 

For the three months ended November 30, 2014 and 2013, weighted-average stock-based equity awards outstanding that are non-participating securities in the amounts of 5,347 and 17,818, respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive.  

 

Note 10.  Related Parties

 

On October 11, 2011, the Company’s Board of Directors elected Mr. Gregory A. Sandfort as a director of WD-40 Company. Mr. Sandfort is President and Chief Executive Officer of Tractor Supply Company (“Tractor Supply”), which is a WD-40 Company customer that acquires products from the Company in the ordinary course of business.

 

The condensed consolidated financial statements include sales to Tractor Supply of $0.2 million for each of the three months ended November 30, 2014 and 2013, respectively. Accounts receivable from Tractor Supply were not significant as of November 30, 2014.

 

Note 11.  Commitments and Contingencies

 

Purchase Commitments 

 

The Company has ongoing relationships with various suppliers (contract manufacturers) who manufacture the Company’s products.  The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to the Company’s customers or third-party distribution centers in accordance with agreed upon shipment terms.  Although the Company typically does not have definitive minimum purchase obligations included in the contract terms with its contract manufacturers, when such obligations have been included, they have been immaterial. In the ordinary course of business, supply needs are communicated by the Company to its contract manufacturers based on orders and short-term projections, ranging from two to five months. The Company is committed to purchase the products produced by the contract manufacturers based on the projections provided.

 

Upon the termination of contracts with contract manufacturers, the Company obtains certain inventory control rights and is obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on behalf of the Company during the termination notification period. If any inventory remains at the contract manufacturer at the termination date, the Company is obligated to purchase such inventory which may include raw materials, components and finished goods.  Prior to the fourth quarter of fiscal year 2012, amounts for inventory purchased under termination commitments have been immaterial. As a result of the unanticipated termination of the IQ Products Company contract manufacturing agreement in the fourth quarter of fiscal year 2012, the Company is currently obligated to purchase $1.7 million of inventory which is included in inventories in the Company’s condensed consolidated balance sheet as of November 30, 2014.  

 

In addition to the commitments to purchase products from contract manufacturers described above, the Company may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation initiatives and/or supply chain initiatives. As of November 30, 2014,  no such commitments were outstanding.

 

Litigation

 

The Company is party to various claims, legal actions and complaints, including product liability litigation, arising in the ordinary course of business.

 

14

 


 

On February 25, 2014, a legal action was filed against the Company in the Superior Court of California for San Diego County (David Wolf v. WD-40 Company).  Mr. Wolf’s complaint seeks class action status and alleges that the Company violated California Penal Code Section 632.7 which prohibits the interception or reception and intentional recording of “a communication transmitted between two cellular radio telephones, a cellular radio telephone and a landline telephone, two cordless telephones, a cordless telephone and a landline telephone, or a cordless telephone and a cellular radio telephone” without the consent of both parties to the communication.  Mr. Wolf alleges that he called a toll free number for the Company from his cellular radio telephone and that his call was recorded by the Company without his consent in violation of the statute. The California Penal Code provides for a private right of action to persons who are injured by a violation of the statute.  If entitled to recover, the injured plaintiff may recover the greater of $5,000 or three times the amount of actual damages sustained by the plaintiff.  The Company asserts that the Company has not violated the California Penal Code and the Company intends to vigorously defend this action.  At the present time, the Company is unable to estimate the extent of possible loss or a range of possible loss that could result from this legal proceeding.

 

On May 31, 2012, a legal action was filed against the Company in the United States District Court, Southern District of Texas, Houston Division (IQ Products Company v. WD-40 Company). IQ Products Company, a Texas corporation ("IQPC"), or an affiliate or a predecessor of IQPC, provided contract manufacturing services to the Company for many years.  The allegations of IQPC’s complaint arose out of a pending termination of this business relationship. In 2011, the Company requested proposals for manufacturing services from all of its domestic contract manufacturers in conjunction with a project to redesign the Company’s supply chain architecture in North America. IQPC submitted a proposal as requested, and the Company tentatively awarded IQPC a new contract based on the information and pricing included in that proposal. IQPC subsequently sought to materially increase the quoted price for such manufacturing services. As a result, the Company chose to terminate its business relationship with IQPC.  IOPC’s complaint alleged that the Company wrongfully terminated the business relationship. IQPC also raised alleged safety concerns regarding a long-standing manufacturing specification related to the Company’s products. The Company believes that IQPC’s safety concerns are unfounded.

 

In its complaint, IQPC asserted that the Company is obligated to indemnify IQPC for prospective claims and losses based on a 1993 indemnity agreement and pursuant to common law.  IQPC asserted that it was harmed by the Company's allegedly retaliatory conduct in seeking to terminate its relationship with IQPC, allegedly in response to the safety concerns identified by IQPC. IQPC seeks declaratory relief to establish that it is entitled to indemnification and also to establish that the Company is responsible for reporting the alleged safety concerns to the United States Consumer Products Safety Commission and to the United States Department of Transportation.

 

On January 22, 2014, proceedings brought by the Company to require that all of IQPC’s claims be resolved by arbitration under the rules of the American Arbitration Association in accordance with an arbitration provision of the parties’ pre-existing 1996 Manufacturing License and Product Purchase Agreement were concluded.  An Arbitration Panel of three Arbitrators selected by the parties tentatively confirmed that all claims arising out of the agreement are subject to arbitration.  Although IQPC continues to contest this determination in the arbitration proceeding, the arbitration proceeding was commenced in August 2014 and is presently scheduled to be concluded in January 2015 in San Diego, California.  In its claim for arbitration, the Company seeks damages from IQPC arising out of the termination of the relationship, specifically including damages arising out of IQPC’s failure to cooperate with the Company with respect to the required sale and shipment of finished goods inventory to the Company in conjunction with the termination of the relationship.  In the arbitration proceedings, IQPC is asserting claims for breach of contract damages relating to IQPC’s production of the finished goods inventory prior to termination of the relationship, damages arising out of alleged negligent misrepresentations by the Company as to its product manufacturing specifications, and storage fees for materials and finished goods held at its facilities after termination of the relationship.

 

Indemnifications

 

As permitted under Delaware law, the Company has agreements whereby it indemnifies senior officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company maintains Director and Officer insurance coverage that mitigates the Company’s exposure with respect to such obligations. As a result of the Company’s insurance coverage, management believes that the estimated fair value of these indemnification agreements is minimal. Thus, no liabilities have been recorded for these agreements as of November 30, 2014.

 

From time to time, the Company enters into indemnification agreements with certain contractual parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors. All such indemnification agreements are entered into in the context of the particular agreements and are provided in an attempt to properly allocate risk of loss in connection with the consummation of the underlying contractual arrangements.

15

 


 

Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is unlimited, management believes that the Company maintains adequate levels of insurance coverage to protect the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business. Thus, no liabilities have been recorded with respect to such indemnification agreements as of November 30, 2014.

 

Note 12.  Income Taxes

 

The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter.

 

The provision for income taxes was 30.6% and 30.3% of income before income taxes for the three months ended November 30, 2014 and 2013, respectively. The slight increase in the effective income tax rate from period to period was primarily driven by the timing of benefits associated with state tax filings.

 

The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. Due to expired statutes, the Company’s federal income tax returns for years prior to fiscal year 2012 are not subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2010 are no longer subject to examination. The Company has estimated that up to $0.4 million of unrecognized tax benefits related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months. Audit outcomes and the timing of settlements are subject to significant uncertainty.

 

Note 13.  Business Segments and Foreign Operations

 

The Company evaluates the performance of its segments and allocates resources to them based on sales and operating income. The Company is organized on the basis of geographical area into the following three segments: the Americas; EMEA; and Asia-Pacific. Segment data does not include inter-segment revenues. Unallocated corporate expenses are general corporate overhead expenses not directly attributable to the operating segments and are reported separate from the Company’s identified segments. The corporate overhead costs include expenses for the Company’s accounting and finance, information technology, human resources, research and development, quality control and executive management functions, as well as all direct costs associated with public company compliance matters including legal, audit and other professional services costs.

 

Summary information about reportable segments is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated

 

 

 

For the Three Months Ended

Americas

 

EMEA

 

Asia-Pacific

 

Corporate (1)

 

Total

November 30, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

44,773 

 

$

34,591 

 

$

16,989 

 

$

 -

 

$

96,353 

Income from operations

$

9,966 

 

$

6,380 

 

$

4,446 

 

$

(5,199)

 

$

15,593 

Depreciation and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amortization expense

$

1,028 

 

$

542 

 

$

55 

 

$

 

$

1,633 

Interest income

$

 

$

100 

 

$

31 

 

$

 -

 

$

134 

Interest expense

$

293 

 

$

 -

 

$

 

$

 -

 

$

294 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

November 30, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$

44,062 

 

$

36,516 

 

$

14,963 

 

$

 -

 

$

95,541 

Income from operations

$

10,024 

 

$

8,935 

 

$

4,027 

 

$

(6,219)

 

$

16,767 

Depreciation and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

amortization expense

$

1,068 

 

$

247 

 

$

52 

 

$

11 

 

$

1,378 

Interest income

$

 

$

101 

 

$

29 

 

$

 -

 

$

131 

Interest expense

$

213 

 

$

 -

 

$

 

$

 -

 

$

215 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the operating segments. These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statements of operations.

 

 

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The Company’s Chief Operating Decision Maker does not review assets by segment as part of the financial information provided and therefore, no asset information is provided in the above table.

 

Net sales by product group are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended November 30,

 

2014

 

2013

Multi-purpose maintenance products

$

84,904 

 

$

83,986 

Homecare and cleaning products

 

11,449 

 

 

11,555 

Total

$

96,353 

 

$

95,541 

 

 

 

 

 

 

 

 

Note 14. Subsequent Events

 

On December 9, 2014, the Company’s Board of Directors declared a 12% increase in the regular quarterly cash dividend, increasing it from $0.34 per share to $0.38 per share. The dividend is payable on January  30, 2015 to shareholders of record on January 5, 2015. 

17

 


 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

As used in this report, the terms “we,” “our,” “us” and “the Company” refer to WD-40 Company and its wholly-owned subsidiaries, unless the context suggests otherwise. Amounts and percents in tables and discussions may not total due to rounding.

 

The following information is provided as a supplement to, and should be read in conjunction with, the unaudited condensed consolidated financial statements and notes thereto included in Part IItem 1 of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2014, which was filed with the Securities and Exchange Commission (“SEC”) on October 21, 2014.

 

In order to show the impact of changes in foreign currency exchange rates on our results of operations, we have included constant currency disclosures, where necessary, in the Overview and Results of Operations sections which follow. Constant currency disclosures represent the translation of our current fiscal year revenues and expenses from the functional currencies of our subsidiaries to U.S. dollars using the exchange rates in effect for the corresponding period of the prior fiscal year. We use results on a constant currency basis as one of the measures to understand our operating results and evaluate our performance in comparison to prior periods. Results on a constant currency basis are not in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”) and should be considered in addition to, not as a substitute for, results prepared in accordance with GAAP.

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. This report contains forward-looking statements, which reflect the Company’s current views with respect to future events and financial performance.

 

These forward-looking statements are subject to certain risks and uncertainties. The words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that indicate future events and trends identify forward-looking statements. These statements include, but are not limited to, references to the near-term growth expectations for multi-purpose maintenance products and homecare and cleaning products, the impact of changes in product distribution, competition for shelf space, the impact of competition on product pricing, the level of promotional and advertising spending, plans for and success of product innovation, the impact of new product introductions on the growth of sales, the impact of customer mix and costs of raw materials, components and finished goods on gross margins, the impact of promotional programs on sales, the rate of sales growth in the Asia-Pacific segment, direct European countries and Eastern and Northern Europe, foreign currency exchange rates and fluctuations in those rates, the impact of changes in inventory management, the effect of future income tax provisions and audit outcomes on tax rates, and the effects of, and changes in, worldwide economic conditions and legal proceedings and other risk factors. The Company undertakes no obligation to revise or update any forward-looking statements.

 

Actual events or results may differ materially from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part IItem 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2014, and in the Company’s Quarterly Reports on Form 10-Q, which may be updated from time to time.

 

 Overview

 

The Company

 

WD-40 Company (“the Company”), based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products which solve problems in workshops, factories and homes around the world. We market its multi-purpose maintenance products and its homecare and cleaning products under the following well-known brands: WD-40®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®.  Currently included in the WD-40 brand are the WD-40 multi-use product and the WD-40 Specialist® and WD-40 BikeTM    product lines. 

 

Our brands are sold in various locations around the world. Multi-purpose maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia and the Pacific Rim, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia. We sell our products primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets, sport retailers, independent bike dealers and industrial distributors and suppliers.

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Highlights

 

The following summarizes the financial and operational highlights for our business during the three months ended November 30, 2014:  

 

·

Consolidated net sales increased $0.9 million for the three months ended November 30, 2014 compared to the corresponding period of the prior fiscal year. Changes in foreign currency exchange rates had a favorable impact of $0.6 million on consolidated net sales for the three months ended November 30, 2014 compared to the corresponding period of the prior fiscal year. Thus, on a constant currency basis, net sales would have increased by $0.3 million from period to period.

 

Ø

Multi-purpose maintenance products sales, which include the WD-40, 3-IN-ONE and GT85 brands, were $84.9 million, up 1% from the same period last fiscal year.

Ø

Homecare and cleaning products sales, which include all other brands, were $11.5 million, down 1% from the same period last fiscal year.

 

·

Americas segment sales were $44.8 million, up 2% compared to the same period last fiscal year. EMEA segment sales were $34.6 million, down 5% compared to the same period last fiscal year. Asia-Pacific segment sales were $17.0 million, up 14% compared to the same period last fiscal year.

 

·

Gross profit as a percentage of net sales decreased to 51.6% for the three months ended November 30, 2014 compared to 52.0% for the corresponding period of the prior fiscal year.

 

·

Consolidated net income decreased $0.7 million, or 6%,