ACUITY INC. (DE) 10-Q

Item 1. Financial Statements ACUITY BRANDS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except share data) November 30, 2021 August 31, 2021 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 504.0 $ 491.3 Accounts receivable, less reserve for doubtful accounts of $ 1.0 and $ 1.2 , respectively 529.3 571.8 Inventories 439.7 398.7 Prepayments and other current assets 126.9 82.5 Total current assets 1,599.9 1,544.3 Property, plant, and equipment, net 261.0 269.1 Operating lease right-of-use assets 54.7 58.0 Goodwill 1,091.0 1,094.7 Intangible assets, net 561.8 573.2 Deferred income taxes 1.9 1.9 Other long-term assets 35.3 33.9 Total assets $ 3,605.6 $ 3,575.1 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 409.3 $ 391.5 Current operating lease liabilities 15.6 15.9 Accrued compensation 67.7 95.3 Other accrued liabilities 202.6 189.5 Total current liabilities 695.2 692.2 Long-term debt 494.5 494.3 Long-term operating lease liabilities 44.0 46.7 Accrued pension liabilities 52.8 60.2 Deferred income taxes 100.6 101.0 Other long-term liabilities 145.6 136.2 Total liabilities 1,532.7 1,530.6 Commitments and contingencies (see Commitments and Contingencies footnote) Stockholders’ equity: Preferred stock, $ 0.01 par value; 50,000,000 shares authorized; none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized; 54,180,355 and 54,018,978 issued, respectively 0.5 0.5 Paid-in capital 1,004.6 995.6 Retained earnings 2,893.2 2,810.3 Accumulated other comprehensive loss ( 108.9 ) ( 98.2 ) Treasury stock, at cost, of 19,127,037 and 18,826,611 shares, respectively ( 1,716.5 ) ( 1,663.7 ) Total stockholders’ equity 2,072.9 2,044.5 Total liabilities and stockholders’ equity $ 3,605.6 $ 3,575.1 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 1 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In millions, except per-share data) Three Months Ended November 30, 2021 November 30, 2020 Net sales $ 926.1 $ 792.0 Cost of products sold 540.3 459.6 Gross profit 385.8 332.4 Selling, distribution, and administrative expenses 270.7 246.0 Special charges — 0.7 Operating profit 115.1 85.7 Other expense: Interest expense, net 5.9 4.9 Miscellaneous expense, net 0.3 1.6 Total other expense 6.2 6.5 Income before income taxes 108.9 79.2 Income tax expense 21.3 19.6 Net income $ 87.6 $ 59.6 Earnings per share: Basic earnings per share $ 2.50 $ 1.58 Basic weighted average number of shares outstanding 35.1 37.6 Diluted earnings per share $ 2.46 $ 1.57 Diluted weighted average number of shares outstanding 35.5 37.8 Dividends declared per share $ 0.13 $ 0.13 Comprehensive income: Net income $ 87.6 $ 59.6 Other comprehensive income (loss) items: Foreign currency translation adjustments ( 11.9 ) 4.6 Defined benefit plans, net of tax 1.2 1.6 Other comprehensive (loss) income items, net of tax ( 10.7 ) 6.2 Comprehensive income $ 76.9 $ 65.8 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 2 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions) Three Months Ended November 30, 2021 November 30, 2020 Cash flows from operating activities: Net income $ 87.6 $ 59.6 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 24.3 25.0 Share-based payment expense 7.6 7.7 Asset impairment — 4.0 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 40.2 56.3 Inventories ( 41.3 ) 4.1 Prepayments and other current assets ( 47.7 ) ( 20.3 ) Accounts payable 17.7 ( 9.2 ) Other ( 4.7 ) ( 3.3 ) Net cash provided by operating activities 83.7 123.9 Cash flows from investing activities: Purchases of property, plant, and equipment ( 9.3 ) ( 11.4 ) Proceeds from sale of property, plant, and equipment — 0.4 Other investing activities 0.3 ( 3.1 ) Net cash used for investing activities ( 9.0 ) ( 14.1 ) Cash flows from financing activities: Issuance of long-term debt — 493.9 Repayments of long-term debt — ( 395.1 ) Repurchases of common stock ( 56.3 ) ( 255.2 ) Proceeds from stock option exercises and other 8.6 0.3 Payments of taxes withheld on net settlement of equity awards ( 6.7 ) ( 3.0 ) Dividends paid ( 4.7 ) ( 5.0 ) Net cash used for financing activities ( 59.1 ) ( 164.1 ) Effect of exchange rate changes on cash and cash equivalents ( 2.9 ) 0.6 Net change in cash and cash equivalents 12.7 ( 53.7 ) Cash and cash equivalents at beginning of period 491.3 560.7 Cash and cash equivalents at end of period $ 504.0 $ 507.0 Supplemental cash flow information: Income taxes paid during the period $ 28.3 $ 9.3 Interest paid during the period $ 13.3 $ 15.1 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 3 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 — Description of Business and Basis of Presentation Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) is a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make the world more brilliant, productive, and connected. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. ABL Segment ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems. We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's' portfolio of products includes but is not limited to the following brands: Lithonia Lighting ® , Holophane ® , Peerless ® , Gotham ® , Mark Architectural Lighting TM , Winona ® Lighting, Juno ® , Indy TM , Aculux TM , Healthcare Lighting ® , Hydrel ® , American Electric Lighting ® , Sunoptics ® , eldoLED ® , nLight ® , Sensor Switch ® , IOTA ® , A-Light TM , Cyclone TM , Eureka ® , Lumniaire LED TM , Luminis ® , Dark to Light ® , and RELOC ® Wiring Solutions. Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, digital retailers, lighting showrooms, and energy service companies located in North America and select international markets serving new construction, renovation and retrofit, and maintenance and repair applications. ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, and directly to large corporate accounts. Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and a company-managed truck fleet. To serve international customers, the sales forces utilize a variety of distribution methods to meet specific individual customer or country requirements. ABL comprised approximately 95 % of consolidated revenues during the three months ended November 30, 2021 and 2020. ISG Segment ISG delivers products and services that make spaces smarter, safer, and greener. ISG offers building management systems and location-aware applications and sells predominantly to system integrators. Our building management system includes products for controlling heating, ventilation, and air conditioning (“HVAC”), lighting, shades, and building access that deliver end-to-end optimization of those building systems. Atrius TM , our intelligent building platform, enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions. Through a connected and converged building system architecture, our platform delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capability through both software and hardware updates. Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations. ISG products and solutions are marketed under numerous brand names, including but not limited to Distech Controls®, Atrius TM , and Rockpile Ventures. ISG comprised approximately 5 % of consolidated revenues during the three months ended November 30, 2021 and 2020. We have prepared the Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) to present the financial position, results of operations, and cash flows of Acuity Brands, Inc. and its wholly-owned subsidiaries. These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of November 30, 2021, our consolidated comprehensive income for the three months ended November 30, 2021 and 2020, and our consolidated cash flows for the three months ended November 30, 2021 and 2020. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with U.S. GAAP have been 4 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) condensed or omitted. However, we believe that the disclosures included herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the three years ended August 31, 2021 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2021 (File No. 001-16583) (“Form 10-K”). The results of operations for the three months ended November 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal 2022 year due primarily to continued uncertainty of general economic conditions that may impact our key end markets for the remainder of fiscal 2022, seasonality, and the impact of any acquisitions, among other reasons. Additionally, we are uncertain of the future impact of the ongoing COVID-19 pandemic or recovery of prior deterioration in economic conditions to our sales channels, supply chain, manufacturing, and distribution as well as overall construction, renovation, and consumer spending. Note 2 — Significant Accounting Policies Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Reclassifications We have recast prior period segment and disaggregated revenue information to conform to the current year presentation. See Segment Information footnote of the Notes to Consolidated Financial Statements for further details. No other material reclassifications occurred during the current period. Note 3 — Acquisitions The following discussion relates to fiscal 2021 acquisitions. There were no acquisitions during fiscal 2022. Fiscal 2021 Acquisition ams OSRAM's North American Digital Systems Business On July 1, 2021, using cash on hand, we acquired certain assets and liabilities of ams OSRAM’s North American Digital Systems business (“OSRAM DS”). This acquisition is intended to enhance our LED driver and controls technology portfolio and accelerate our innovation, expand our access to market through a more fulsome original equipment manufacturer (“OEM”) product offering, and give us more control over our supply chain. Rockpile Ventures On May 18, 2021, using cash on hand, we acquired all of the equity interests of Rockpile Ventures, an accelerator of edge artificial intelligence (“AI”) startups. Rockpile Ventures helps early-stage artificial intelligence companies drive co-engineering and co-selling partnerships with major cloud ecosystems, enabling faster adoption from proof-of-concept trials to market scale. Accounting for Acquisitions We accounted for the acquisitions of Rockpile Ventures and OSRAM DS in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Acquired assets and liabilities were recorded at their estimated acquisition-date fair values, and acquisition-related costs were expensed as incurred. The aggregate purchase price of these acquisitions reflects preliminary goodwill of $ 10.0 million and definite-lived customer-based intangible assets of $ 6.1 million, which have a preliminary useful life of approximately 11 years. Goodwill recognized from these acquisitions is comprised primarily of expected synergies from obtaining more control over our supply chain and technology, combining the operations of the acquired business with our operations, and acquiring the associated trained workforce. As of November 30, 2021, goodwill from these 5 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) acquisitions totaling $ 6.9 million is expected to be tax deductible. Amounts recognized for these acquisitions are deemed to be provisional until disclosed otherwise, as we continue to gather information related to the identification and valuation of acquired assets and liabilities, including but not limited to, acquired interests in technology startups, tax-related items, final net working capital purchase adjustments, if any, and the residual impacts on the valuation of intangible assets. Note 4 — New Accounting Pronouncements Accounting Standards Adopted in Fiscal 2022 Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”) In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, which simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, Income Taxes , and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, or our fiscal 2022. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted ASU 2019-11 as of September 1, 2021 as required by the standard. This standard did not have a material effect on our financial condition, results of operations, or cash flows. Accounting Standards Yet to Be Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) In October 2021, the FASB issued ASU 2021-08, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination as if the acquiring company originated the related revenue contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, or our fiscal 2024, with early adoption permitted. We are currently assessing the impacts of ASU 2021-08 to determine whether we will adopt early or in fiscal 2024. Amendments within the standard are required to be applied on a prospective basis from the date of adoption. We will apply the provisions of ASU 2021-08 after adoption to future acquisitions, if any. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. Note 5 — Fair Value Measurements We determine fair value measurements based on the assumptions a market participant would use in pricing an asset or liability. ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a three level hierarchy that distinguishes between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3). We utilize valuation methodologies to determine the fair values of our financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC 820. All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during the current period. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence. 6 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Financial Instruments Recorded at Fair Value We used quoted market prices to determine the fair value of Level 1 assets and liabilities. Our cash and cash equivalents (Level 1), which are required to be carried at fair value and measured on a recurring basis, were $ 504.0 million and $ 491.3 million as of November 30, 2021 and August 31, 2021, respectively. We hold a small number of investments in equity and debt financial instruments totaling $ 8.8 million and $ 5.3 million as of November 30, 2021 and August 31, 2021, respectively. We generally account for these investments at fair value on a recurring basis. Changes in the fair values of these financial instruments during the three months ended November 30, 2021 and November 30, 2020 were de minimis. Our strategic equity investments represent less than a 20% ownership interest in each of the privately-held entities, and we do not exercise significant influence or control any of the entities. Certain of these investments do not have readily determinable fair value. We have elected the practical expedient in ASC Topic 321, Investments—Equity Securities , to measure these investments at cost less any impairment adjusted for observable price changes, if any. During the first quarter of fiscal 2021, we recorded an impairment charge of $ 4.0 million for one of these investments as a recapitalization of the underlying company diluted our holding value. This impairment is reflected in Miscellaneous expense, net for the three months ended November 30, 2020 within our Consolidated Statements of Comprehensive Income. Disclosures of Fair Value of Financial Instruments Disclosures of fair value information about financial instruments, for which it is practicable to estimate that value, are required each reporting period in addition to any financial instruments carried at fair value on a recurring basis as prescribed by ASC Topic 825, Financial Instruments (“ASC 825”). In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Our senior unsecured public notes are carried at the outstanding balance, net of unamortized bond discount and deferred costs, as of the end of the reporting period. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2). The estimated fair value of our senior unsecured public notes was $ 488.9 million and $ 496.5 million as of November 30, 2021 and August 31, 2021, respectively. See Debt and Lines of Credit footnote for further details on our long-term borrowings. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value to us. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating our management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above. Note 6 — Inventories Inventories include materials, labor, inbound freight, and related manufacturing overhead; are stated at the lower of cost (on a first-in, first-out or average cost basis) and net realizable value; and consist of the following as of the dates presented (in millions): November 30, 2021 August 31, 2021 Raw materials, supplies, and work in process (1) $ 228.9 $ 209.5 Finished goods 251.5 227.2 Inventories excluding reserves 480.4 436.7 Less: Reserves ( 40.7 ) ( 38.0 ) Total inventories $ 439.7 $ 398.7 _______________________________________ (1) Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, we do not believe the segregation of raw materials and work in process is meaningful information. 7 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) We review inventory quantities on hand and record a provision for excess or obsolete inventory primarily based on estimated future demand and current market conditions. A significant change in customer demand or market conditions could render certain inventory obsolete and could have a material adverse impact on our operating results in the period the change occurs. Note 7 — Property, Plant, and Equipment Property, plant, and equipment consist of the following as of the dates presented (in millions): November 30, 2021 August 31, 2021 Land $ 22.1 $ 22.4 Buildings and leasehold improvements 198.0 198.0 Machinery and equipment 626.1 624.9 Total property, plant, and equipment, at cost 846.2 845.3 Less: Accumulated depreciation and amortization ( 585.2 ) ( 576.2 ) Property, plant, and equipment, net $ 261.0 $ 269.1 As of November 30, 2021 and August 31, 2021, we classified as held for sale one building with a total carrying value of $ 6.6 million within Prepayments and other current assets on the Consolidated Balance Sheets . At each balance sheet date, we concluded the fair value less costs to sell exceeded the carrying value of each of these assets. Note 8 — Goodwill and Intangible Assets Through multiple acquisitions, we acquired definite-lived intangible assets consisting primarily of customer relationships, patented technology, distribution networks, and trademarks and trade names associated with specific products, which are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely. We recorded amortization expense for definite-lived intangible assets of $ 10.3 million and $ 10.1 million during the three months ended November 30, 2021 and 2020, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $ 41.2 million in fiscal 2022, $ 40.5 million in fiscal 2023, $ 40.0 million in fiscal 2024, $ 31.9 million in fiscal 2025, and $ 29.1 million in fiscal 2026. The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions): ABL ISG Total Balance as of August 31, 2021 $ 1,022.2 $ 72.5 $ 1,094.7 Foreign currency translation adjustments ( 3.0 ) ( 0.7 ) ( 3.7 ) Balance as of November 30, 2021 $ 1,019.2 $ 71.8 $ 1,091.0 ABL ISG Total Balance as of August 31, 2020 $ 1,012.6 $ 67.4 $ 1,080.0 Foreign currency translation adjustments 0.4 0.2 0.6 Balance as of November 30, 2020 $ 1,013.0 $ 67.6 $ 1,080.6 Further discussion of goodwill and other intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K. 8 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 9 — Other Current Liabilities Other current liabilities consist of the following as of the dates presented (in millions): November 30, 2021 August 31, 2021 Customer incentive programs (1) $ 40.4 $ 33.9 Refunds to customers (1) 26.3 28.1 Current deferred revenues (1) 8.9 7.7 Sales commissions 25.6 28.9 Freight costs 16.7 17.5 Warranty and recall costs (2) 16.3 16.8 Tax-related items (3) 5.7 11.7 Interest on long-term debt (4) 5.0 2.4 Other (5) 57.7 42.4 Total other current liabilities $ 202.6 $ 189.4 ____________________________________ (1) Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K for additional information. (2) Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information. (3) Includes accruals for income, property, sales and use, and value added taxes. (4) Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information. (5) Includes an accrual of $ 15.8 million as of November 30, 2021, related to the securities class action matter. Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information. Note 10 — Debt and Lines of Credit Long-term Debt On November 10, 2020, Acuity Brands Lighting, Inc. issued $ 500.0 million aggregate principal amount of 2.150 % senior unsecured notes due December 15, 2030 (the "Unsecured Notes"). The Unsecured Notes bear interest at a rate of 2.150 % per annum and were issued at a price equal to 99.737 % of their face value. Interest on the Unsecured Notes is paid semi-annually in arrears on June 15 and December 15 of each year. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands, Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands, Inc. We recorded $ 4.8 million of deferred issuance costs related to the Unsecured Notes as a direct deduction from the face amount of the Unsecured Notes. These issuance costs are amortized over the 10-year term of the Unsecured Notes. As of November 30, 2021, the balance of the Unsecured Notes net of unamortized discount and deferred issuance costs was $ 494.5 million. Lines of Credit On June 29, 2018, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $ 400.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”). We had no borrowings outstanding under the Revolving Credit Facility as of November 30, 2021 or August 31, 2021. The Credit Agreement expires in June 2023, and we plan to enter into a new agreement prior to this expiration. Generally, amounts outstanding under the Revolving Credit Facility allow for borrowings to bear interest at either the Eurocurrency Rate or the base rate at our option, plus an applicable margin. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the London Inter-Bank Offered Rate (“LIBOR”) or screen rate for the applicable currency plus an applicable margin. The Eurocurrency Rate applicable margin is based on our leverage ratio, as defined in the Credit Agreement, with such margin ranging from 1.000 % to 1.375 %. Base rate advances bear interest at an alternate base rate plus an applicable margin. The base rate applicable margin is based on our leverage ratio with such margin ranging from 0.000 % to 0.375 %. 9 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On July 27, 2017, the U.K. Financial Conduct Authority, which regulates LIBOR, announced that it will phase out rates for the calculation of LIBOR. As a result of this change, certain LIBOR tenors and currencies were eliminated on December 31, 2021 with all other tenors and currencies of LIBOR anticipated to be eliminated on June 30, 2023. We are required to pay certain fees in connection with the Credit Agreement, including administrative service fees and an annual facility fee. The annual facility fee is payable quarterly, in arrears, and is determined by our leverage ratio. The annual facility fee ranges from 0.125 % to 0.250 % of the aggregate $ 400.0 million commitment of the lenders under the Credit Agreement. The Credit Agreement contains financial covenants, including a minimum interest expense coverage ratio (“Minimum Interest Expense Coverage Ratio”) and a leverage ratio (“Maximum Leverage Ratio”) of total indebtedness to earnings before interest, tax, depreciation, and amortization (“EBITDA”), as such terms are defined in the Credit Agreement. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Credit Agreement generally allows for a Minimum Interest Expense Coverage Ratio of 2.50 and a Maximum Leverage Ratio of 3.50 , subject to certain conditions. We were in compliance with all financial covenants under the Credit Agreement as of November 30, 2021. As of November 30, 2021, we had outstanding letters of credit totaling $ 4.1 million, primarily for securing collateral requirements under our casualty insurance programs. At November 30, 2021, we had additional borrowing capacity under the Credit Agreement of $ 395.9 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less the outstanding letters of credit of $ 4.1 million issued under the Revolving Credit Facility. Borrowings and repayments on our Revolving Credit Facility with terms of three months or less are reported on a net basis on our Consolidated Statements of Cash Flows . Interest Expense, net Interest expense, net , is comprised primarily of interest expense on long-term debt, line of credit borrowings, and loans that are secured by and presented net of company-owned life insurance policies on our Consolidated Balance Sheets . Interest expense is partially offset by interest income earned on cash and cash equivalents. The following table summarizes the components of interest expense, net for the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 Interest expense $ 6.2 $ 5.1 Interest income ( 0.3 ) ( 0.2 ) Interest expense, net $ 5.9 $ 4.9 Note 11 — Commitments and Contingencies In the normal course of business, we are subject to the effects of certain contractual stipulations, events, transactions, and laws and regulations that may, at times, require the recognition of liabilities, such as those related to self-insurance estimated liabilities and claims, legal and contractual issues, environmental laws and regulations, guarantees, and indemnities. We establish estimated liabilities when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated. For the period ended November 30, 2021, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within our Form 10-K other than the items discussed below. 10 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Product Warranty and Recall Costs Our products generally have a standard warranty term of five years that assure our products comply with agreed upon specifications. We record an accrual for the estimated amount of future warranty costs when the related revenue is recognized. Estimated costs related to product recalls based on a formal campaign soliciting repair or return of that product are accrued when they are deemed to be probable and can be reasonably estimated. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. However, there can be no assurance that future warranty or recall costs will not exceed historical amounts or that new technology products may not generate unexpected costs. If actual future warranty or recall costs exceed historical amounts, additional increases in the accrual may be required, which could have a material adverse impact on our results of operations and cash flows. Estimated liabilities for product warranty and recall costs are included in Other accrued liabilities and Other long-term liabilities on the Consolidated Balance Sheets based upon when we expect to settle the incurred warranty. The following table summarizes changes in the estimated liabilities for product warranty and recall costs during the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 Beginning balance $ 20.3 $ 16.1 Warranty and recall costs 4.4 6.6 Payments and other deductions ( 4.5 ) ( 5.9 ) Ending balance $ 20.2 $ 16.8 Securities Class Action On October 5, 2021, the parties to the shareholder class action litigation previously disclosed (and further described below) executed a term sheet for settlement of the litigation, subject to documentation of the settlement and approval of the District Court after notice to class members. On December 2, 2021, the lead plaintiff in the case filed an unopposed motion seeking preliminary approval of the settlement which attaches the settlement stipulation and exhibits thereto. If the settlement is approved, we expect that the agreed-upon settlement payment of $ 15.8 million will be funded entirely by applicable Directors and Officers liability insurance. As such, we do not anticipate a significant net loss or cash outflow as a result of the settlement of this matter. As of November 30, 2021, we reflected a liability for the settlement amount within Other current liabilities and a corresponding receivable for the offsetting insurance proceeds within Prepayments and other current assets on the Consolidated Balance Sheets . The case was originally filed on January 3, 2018, in the United States District Court for the District of Delaware against the Company and certain of our officers on behalf of all persons who purchased or otherwise acquired our stock between June 29, 2016 and April 3, 2017. On February 20, 2018, a different shareholder filed a second class action complaint in the same venue against the same parties on behalf of all persons who purchased or otherwise acquired our stock between October 15, 2015 and April 3, 2017. The cases were transferred on April 30, 2018, to the United States District Court for the Northern District of Georgia and subsequently were consolidated as In re Acuity Brands, Inc. Securities Litigation, Civil Action No. 1:18-cv-02140-MHC (N.D. Ga.). On October 5, 2018, the court-appointed lead plaintiff filed a consolidated amended class action complaint (the “Consolidated Complaint”), which supersedes the initial complaints. The Consolidated Complaint is brought on behalf of all persons who purchased our common stock between October 7, 2015 and April 3, 2017 and alleges that we and certain of our former officers/executives violated the federal securities laws by making false or misleading statements and/or omitting to disclose material adverse facts that (i) concealed known trends negatively impacting sales of our products and (ii) overstated our ability to achieve profitable sales growth. The plaintiffs seek unspecified monetary damages, costs, and attorneys’ fees. We dispute the allegations in the complaints. We filed a motion to dismiss the Consolidated Complaint. On August 12, 2019, the court entered an order granting our motion to dismiss in part and dismissing all claims based on 42 of the 47 statements challenged in the Consolidated Complaint but also denying the motion in part and allowing claims based on five challenged statements to proceed to discovery. The Eleventh Circuit Court of Appeals granted the Company permission to file an interlocutory appeal of the District Court’s class certification order, and the briefing of that appeal has been completed. On October 7, 2021, the Eleventh Circuit Court of Appeals entered an order holding the appeal from the class certification order in abeyance pending a 11 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) decision from the District Court concerning approval of the proposed settlement. Shareholder Derivative Complaint On October 1, 2021, certain alleged shareholders of the Company filed a putative derivative complaint in the United States District Court for the Northern District of Georgia asserting claims against three of the individuals named as defendants in the above securities action for breach of fiduciary duty and certain other claims arising out of the alleged facts and circumstances upon which the claims in the above securities class action are based (the “Derivative Complaint”). The Company is named as a nominal defendant, and the plaintiffs seek on behalf of the Company unspecified damages from the individual defendants and other relief. Prior to filing the Derivative Complaint, the derivative plaintiffs sent letters to the Company’s Board of Directors (the “Board”) demanding that the Company investigate and pursue substantially the same claims against the individual defendants that are asserted in the Derivative Complaint. The Company’s Board formed a demand evaluation committee consisting of independent directors to investigate these matters and make a recommendation to the Board regarding the best interests of the Company in connection therewith. The committee’s work is ongoing. On December 14, 2021, the Company filed a motion to stay the derivative action pending the conclusion of the related securities class action or, in the alternative, to dismiss the derivative action without prejudice as premature, given the demand evaluation committee’s ongoing work. Also on December 14, 2021, the individual defendants filed a motion to dismiss the Derivative Complaint for failure to adequately plead any claim for relief against them. Estimating an amount or range of possible losses or gains resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key evidential and legal issues have not been resolved. For these reasons, we are currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or gains or a range of possible losses or gains resulting from the matters described above. Litigation We are subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims. Based on information currently available, it is the opinion of management that the ultimate resolution of pending and threatened legal proceedings will not have a material adverse effect on our financial condition, results of operations, or cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on our financial condition, results of operations, or cash flows in future periods. We establish estimated liabilities for legal claims when associated costs become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts accrued for such claims. However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the accrued amounts. 12 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 12 — Changes in Stockholders' Equity The following tables summarize changes in the components of stockholders' equity for the periods presented (in millions): Common Stock Outstanding Shares Amount Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock, at cost Total Balance, August 31, 2021 35.2 $ 0.5 $ 995.6 $ 2,810.3 $ ( 98.2 ) $ ( 1,663.7 ) $ 2,044.5 Net income — — — 87.6 — — 87.6 Other comprehensive loss — — — — ( 10.7 ) — ( 10.7 ) Share-based payment amortization, issuances, and cancellations 0.1 — 0.4 — — — 0.4 Employee stock purchase plan issuances — — 0.6 — — — 0.6 Cash dividends of $ 0.13 per share paid on common stock — — — ( 4.7 ) — — ( 4.7 ) Stock options exercised 0.1 — 8.0 — — — 8.0 Repurchases of common stock ( 0.3 ) — — — — ( 52.8 ) ( 52.8 ) Balance, November 30, 2021 35.1 $ 0.5 $ 1,004.6 $ 2,893.2 $ ( 108.9 ) $ ( 1,716.5 ) $ 2,072.9 Common Stock Outstanding Shares Amount Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock, at cost Total Balance, August 31, 2020 38.9 $ 0.5 $ 963.6 $ 2,523.3 $ ( 132.7 ) $ ( 1,227.2 ) $ 2,127.5 Net income — — — 59.6 — — 59.6 Other comprehensive income — — — — 6.2 — 6.2 Cumulative effect of adoption of ASC 326 — — — ( 0.2 ) — — ( 0.2 ) Share-based payment amortization, issuances, and cancellations 0.1 — 4.7 — — — 4.7 Employee stock purchase plan issuances — — 0.3 — — — 0.3 Cash dividends of $ 0.13 per share paid on common stock — — — ( 5.0 ) — — ( 5.0 ) Repurchases of common stock ( 2.6 ) — — — — ( 256.1 ) ( 256.1 ) Balance, November 30, 2020 36.4 $ 0.5 $ 968.6 $ 2,577.7 $ ( 126.5 ) $ ( 1,483.3 ) $ 1,937.0 Note 13 — Revenue Recognition We recognize revenue when we transfer control of goods and services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for goods and services and is recognized net of allowances for rebates, sales incentives, product returns, and discounts to customers. Further details regarding revenue recognition are included within the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K. Contract Balances Our rights related to collections from customers are unconditional and are reflected within Accounts receivable on the Consolidated Balance Sheets . We do not have any other significant contract assets. Contract liabilities arise when we receive cash or an unconditional right to collect cash prior to the transfer of control of goods or services. The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the periods presented (in millions): November 30, 2021 August 31, 2021 Current deferred revenues $ 8.9 $ 7.7 Non-current deferred revenues 55.9 56.7 Current deferred revenues primarily consist of software licenses as well as professional service and sales-type warranty fees collected prior to performing the related service. Current deferred revenues are included within Other current liabilities on the Consolidated Balance Sheets . These services are expected to be performed within one year 13 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) from the dates presented. Non-current deferred revenues primarily consist of long-term service-type warranties, which are typically recognized ratably as revenue between five and ten years from the date of sale, and are included within Other long-term liabilities on the Consolidated Balance Sheets. Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2021 totaled $ 3.1 million. Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from November 30, 2021 and consist primarily of orders for physical goods that have not yet been shipped. Disaggregated Revenues Our ABL segment's lighting and lighting controls are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, and directly to large corporate accounts. ISG sells predominantly to system integrators. The following table shows revenue from contracts with customers by sales channel and reconciles to our segment information for the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 ABL: Independent sales network $ 636.8 $ 559.5 Direct sales network 90.0 80.1 Retail sales 46.9 56.0 Corporate accounts 37.0 22.9 Other 72.9 35.1 Total ABL 883.6 753.6 ISG 46.4 40.8 Eliminations ( 3.9 ) ( 2.4 ) Total $ 926.1 $ 792.0 Note 14 — Share-based Payments We account for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors over the related requisite service period, including stock options, performance stock units, and restricted stock (all part of our equity incentive plan), as well as stock units representing certain deferrals into our director deferred compensation plan or our supplemental deferred savings plan. The following table presents share-based payment expense for the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 Share-based payment expense $ 7.6 $ 7.7 We recognized excess tax benefits of $ 4.2 million related to share-based payment awards during the three months ended November 30, 2021. Further details regarding our share-based payments are included within the Share-based Payments footnote of the Notes to Consolidated Financial Statements within our Form 10-K. 14 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 15 — Pension Plans We have several pension plans, both qualified and non-qualified, covering certain hourly and salaried employees. Benefits paid under these plans are based generally on employees’ years of service and/or compensation during the final years of employment. We make at least the minimum annual contributions to the plans to the extent indicated by actuarial valuations and statutory requirements. Plan assets are invested primarily in fixed income and equity securities. Service cost of net periodic pension cost is allocated between Cost of products sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the nature of the employee's services. All other components of net periodic pension cost are included within Miscellaneous expense, net in the Consolidated Statements of Comprehensive Income . Net periodic pension cost included the following components before tax for the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 Service cost $ 1.2 $ 1.2 Interest cost 1.5 1.6 Expected return on plan assets ( 3.4 ) ( 3.3 ) Amortization of prior service cost 0.7 0.7 Recognized actuarial loss 0.9 1.4 Net periodic pension cost $ 0.9 $ 1.6 Further details regarding our pension plans are included within the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements within our Form 10-K. Note 16 — Earnings Per Share Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were exercised, all unvested share-based payment awards were vested, and other distributions related to deferred stock agreements were incurred. Common stock equivalents are calculated using the treasury stock method. The dilutive effects of share-based payment awards subject to market and/or performance conditions that were not met during the period are excluded from the computation of diluted earnings per share. The following table calculates basic earnings per common share and diluted earnings per common share for the periods presented (in millions, except per share data): Three Months Ended November 30, 2021 November 30, 2020 Net income $ 87.6 $ 59.6 Basic weighted average shares outstanding 35.1 37.6 Common stock equivalents 0.4 0.2 Diluted weighted average shares outstanding 35.5 37.8 Basic earnings per share $ 2.50 $ 1.58 Diluted earnings per share $ 2.46 $ 1.57 15 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table presents stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation for the periods presented as the effect of inclusion would have been antidilutive (in millions): Three Months Ended November 30, 2021 November 30, 2020 Stock options 0.1 1.1 Performance stock awards — * — Restricted stock awards — * 0.2 _______________________________________ * Represents shares of less than 0.1 million. Further discussion of our share-based payment awards is included within the Common Stock and Related Matters and Share-based Payments footnotes of the Notes to Consolidated Financial Statements within our Form 10-K. Note 17 — Comprehensive Income Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Comprehensive income includes our net income as well as other comprehensive income (loss) items. Other comprehensive income (loss) items include foreign currency translation and pension adjustments. The following table presents the changes in each component of accumulated other comprehensive loss net of tax during the periods presented (in millions): Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items Balance at August 31, 2021 $ ( 40.2 ) $ ( 58.0 ) $ ( 98.2 ) Other comprehensive loss before reclassifications ( 11.9 ) — ( 11.9 ) Amounts reclassified from accumulated other comprehensive loss (1) — 1.2 1.2 Net current period other comprehensive (loss) income ( 11.9 ) 1.2 ( 10.7 ) Balance at November 30, 2021 $ ( 52.1 ) $ ( 56.8 ) $ ( 108.9 ) Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items Balance at August 31, 2020 $ ( 53.5 ) $ ( 79.2 ) $ ( 132.7 ) Other comprehensive income before reclassifications 4.6 — 4.6 Amounts reclassified from accumulated other comprehensive loss (1) — 1.6 1.6 Net current period other comprehensive income 4.6 1.6 6.2 Balance at November 30, 2020 $ ( 48.9 ) $ ( 77.6 ) $ ( 126.5 ) _______________________________________ (1) The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details. 16 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table summarizes the tax expense or benefit allocated to each component of other comprehensive income (loss) for the periods presented (in millions): Three Months Ended November 30, 2021 November 30, 2020 Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Foreign currency translation adjustments $ ( 11.9 ) $ — $ ( 11.9 ) $ 4.6 $ — $ 4.6 Defined benefit pension plans: Amortization of defined benefit pension items: Prior service cost 0.7 ( 0.2 ) 0.5 0.7 ( 0.2 ) 0.5 Actuarial losses 0.9 ( 0.2 ) 0.7 1.4 ( 0.3 ) 1.1 Total defined benefit pension plans, net 1.6 ( 0.4 ) 1.2 2.1 ( 0.5 ) 1.6 Other comprehensive (loss) income $ ( 10.3 ) $ ( 0.4 ) $ ( 10.7 ) $ 6.7 $ ( 0.5 ) $ 6.2 Note 18 — Segment Information During the third quarter of fiscal 2021, we completed a realignment of our operations and structure to better support our business strategy. As a result, beginning in the third quarter of fiscal 2021, we now report our financial results of operations in two reportable segments, ABL and ISG, consistent with how our chief operating decision maker currently evaluates operating results, assesses performance, and allocates resources within the Company. We have recast historical information to conform to the current segment structure. The accounting policies of our reportable segments are the same as those described in the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K. Corporate expenses that are primarily administrative in function and benefit the Company on an entity-wide basis are not allocated to our segments. These include expenses related to governance, policy setting, compliance, and certain other shared services functions. Additionally, we do not allocate net interest expense, net miscellaneous expense, special charges, or assets to our segments. Accordingly, this information is not used by the chief operating decision maker to make operating decisions and assess performance and is therefore excluded from our disclosures. The following table presents financial information by operating segment for the periods presented (in millions): ABL ISG Corporate Eliminations (1) Total Three Months Ended November 30, 2021: Net sales $ 883.6 $ 46.4 $ — $ ( 3.9 ) $ 926.1 Operating profit (loss) 128.1 2.0 ( 15.0 ) — 115.1 Depreciation and amortization 20.4 3.6 0.3 — 24.3 Three Months Ended November 30, 2020: Net sales $ 753.6 $ 40.8 $ — $ ( 2.4 ) $ 792.0 Operating profit (loss) 98.4 ( 0.1 ) ( 12.6 ) — 85.7 Depreciation and amortization 21.1 3.6 0.3 — 25.0 ____________________________ (1) This column represents intersegment sales. Profit on these sales eliminates within gross profit on a consolidated basis. The following table reconciles operating profit by segment to income before income taxes (in millions): Three Months Ended November 30, 2021 November 30, 2020 Operating profit - ABL $ 128.1 $ 98.4 Operating profit (loss) - ISG 2.0 ( 0.1 ) Unallocated corporate amounts ( 15.0 ) ( 12.6 ) Operating profit 115.1 85.7 Interest expense, net 5.9 4.9 Miscellaneous expense, net 0.3 1.6 Income before income taxes $ 108.9 $ 79.2 17 Table of Contents