What changed in this filing

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Item 1. Financial Statements

2025-04-03 compared with 2025-01-08 · 202 added, 118 removed, 438 unchanged (42% of the section changed)

Financial Statements

ACUITY BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except per-share data)

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Current assets:

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Accounts payable $ 352.6 $ 352.3

Current debt 100.0 —

Current operating lease liabilities 24.3 19.2

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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

ACUITY BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per-share data)

Three Months Ended

November 30, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net sales $ 1,006.3 $ 905.9 $ 1,957.9 $ 1,840.6

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Operating profit 110.2 118.1 243.5 251.0

Other (income) expense:

Interest (income) expense, net ( 4.0 ) 0.9

Other expense:

Interest expense (income), net 6.9 ( 0.1 ) 2.9 0.8

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Total other (income) expense ( 1.5 ) 2.0

Total other expense 7.9 0.5 6.4 2.5

Income before income taxes 102.3 117.6 237.1 248.5

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Net income $ 77.5 $ 89.2 $ 184.2 $ 189.8

Other comprehensive income (loss) items:

Other comprehensive (loss) income items:

Foreign currency translation adjustments ( 11.7 ) 0.7 ( 29.0 ) ( 1.4 )

Defined benefit plans, net of tax 0.5 0.7 1.0 1.3

Other comprehensive loss items, net of tax ( 16.8 ) ( 1.5 )

Other comprehensive (loss) income items, net of tax ( 11.2 ) 1.4 ( 28.0 ) ( 0.1 )

Comprehensive income $ 66.3 $ 90.6 $ 156.2 $ 189.7

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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

ACUITY BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

Three Months Ended

November 30, 2024 November 30, 2023

Six Months Ended

February 28, 2025 February 29, 2024

Cash flows from operating activities:

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Share-based payment expense 23.5 23.1

Changes in operating assets and liabilities, net of acquisitions and divestitures:

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable 36.0 60.1

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Purchases of property, plant, and equipment ( 28.6 ) ( 29.0 )

Acquisition of business, net of cash acquired ( 1,165.0 ) —

Other investing activities 3.2 ( 3.7 )

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Cash flows from financing activities:

Borrowings on credit facility 600.0 —

Repurchases of common stock ( 22.6 ) ( 67.8 )

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Dividends paid ( 10.0 ) ( 8.8 )

Other financing activities ( 1.1 ) —

Net cash used for financing activities 559.7 ( 79.0 )

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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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 Acuity Intelligent Spaces, we design, manufacture, and bring to market products and services that make a valuable difference in people's lives.

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and location-aware applications.

Acuity Brands Lighting Segment

Our Acuity Brands Lighting strategy is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, and drive productivity.

Acuity Brands Lighting'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.

Effective March 26, 2025, we changed our corporate name from Acuity Brands, Inc.

to Acuity Inc.

We use technology to solve problems in spaces, light, and more things to come.

Through our two business segments, Acuity Brands Lighting (“ABL”) and Acuity Intelligent Spaces (“AIS”), we design, manufacture, and bring to market products and services that make a valuable difference in people’s lives.

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and an audio, video and control platform.

We focus on customer outcomes and drive growth and productivity to increase market share and deliver superior returns.

We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Acuity Brands Lighting Segment (ABL)

Our mission at Acuity Brands Lighting is to provide sustainable, inspiring, and intelligent lighting solutions that enrich communities where people live, learn, work, and play.

We bring this mission to life through our strategy which is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, and to drive productivity.

At Acuity Brands Lighting, our offering combines innovative luminaires with advanced electronics.

Our luminaires deliver exceptional performance and aesthetic appeal, while our electronics portfolio, featuring drivers and a leading controls platform, ensures seamless connectivity and superior functionality.

Together, these elements form the foundation of our comprehensive lighting solutions.

Acuity Brands Lighting's portfolio of products includes, but is not limited to the following brands:

A-Light TM , Aculux TM , American Electric Lighting ® , Cyclone TM , Dark to Light ® , eldoLED ® , Eureka ® , Gotham ® , Healthcare Lighting ® , Holophane ® , Hydrel ® , IOTA ® , Juno ® , Lithonia Lighting ® , Luminaire LED TM , Luminis ® , Mark Architectural Lighting TM , nLight ® , OPTOTRONIC ® , Peerless ® , RELOC ® Wiring Solutions, and SensorSwitch TM .

Principal customers of Acuity Brands Lighting include electrical distributors, retail home improvement centers, electric utilities, corporate accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies.

Customers of Acuity Brands Lighting are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications.

Acuity Brands Lighting'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, directly to large corporate accounts, and directly to OEM customers.

Products are delivered primarily through a network of distribution centers as well as directly from our manufacturing facilities using both common carriers and an internally-managed truck fleet.

Acuity Intelligent Spaces Segment

Our mission in Acuity Intelligent Spaces is to make spaces smarter, safer, and greener through our strategy of connecting the edge with the cloud using disruptive technologies that leverage data interoperability.

Acuity Intelligent Spaces offers building management solutions and building management software.

Our building management solutions include products for controlling heating, ventilation, and air conditioning (“HVAC”), lighting, shades, refrigeration, and building access that deliver end-to-end optimization of those building systems.

Our intelligent building management software 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 software delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capabilities.

Customers of Acuity Intelligent Spaces primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations.

Acuity Intelligent Spaces products and solutions are marketed under multiple brand names, including but not limited to, Atrius ® and Distech Controls ® .

Our lighting solutions are sold primarily through a network of independent sales agencies, by internal sales representatives, through electrical distributors and consumer retailers, directly to large corporate accounts, and directly to OEM customers.

Products are delivered directly from our manufacturing facilities or through a network of distribution centers.

Acuity Intelligent Spaces Segment (AIS)

Our mission at Acuity Intelligent Spaces is to make spaces smarter, safer, and greener through our strategy of connecting the edge with the cloud using disruptive technologies that leverage data interoperability.

Through Atrius TM , Distech Controls TM , and QSC ® , we control how a built space operates and the experiences that happen within that space.

We have a unique collection of disruptive technologies, which are delivering distinct end-user outcomes.

In the future, we can continue to add to those end-user outcomes through data interoperability.

Our Atrius intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions.

Our Distech Controls TM building management platform 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.

Q-SYS, our innovative full stack audio, video and control platform, unifies data, devices and a cloud-first architecture, empowering organizations to deliver transformative AV experiences across built spaces.

QSC Audio delivers audio technology that empowers live entertainers and sound reinforcement professionals to create and deliver memorable experiences.

Acuity Intelligent Spaces goes to market primarily through system integrators and key customer verticals include retail stores, airports, universities, enterprise campuses, and hospitality among many other broad applications throughout North America, Europe and other select international locations.

Basis of Presentation

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generally accepted accounting principles (“U.S.

GAAP”) to present the financial position, results of operations, and cash flows of Acuity Brands, Inc.

GAAP”) to present the financial position, results of operations, and cash flows of Acuity 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, 2024, our consolidated comprehensive income for the three months ended November 30, 2024 and November 30, 2023, and our consolidated cash flows for the three months ended November 30, 2024 and November 30, 2023.

Certain information and footnote disclosures normally included in our annual financial statements prepared in

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

accordance with U.S.

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 February 28, 2025, our consolidated comprehensive income for the three and six months ended February 28, 2025 and February 29, 2024, and our consolidated cash flows for the six months ended February 28, 2025 and February 29, 2024.

Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted.

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No material reclassifications occurred during the current period.

Note 3 — Acquisitions

On January 1, 2025, we acquired all of the equity interests of QSC, LLC (“QSC”), a leader in the design, engineering, and manufacturing of audio, video, and control solutions and services, for $ 1.2 billion in cash.

This acquisition is intended to expand AIS into a cloud-manageable audio, video, and control platform that includes controls, sensors, and software with broad applications across multiple end-markets including education, commercial, hospitality, government, healthcare, and transportation.

We funded the transaction using cash on hand and proceeds from our indebtedness.

See Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for further details on our outstanding borrowings.

We accounted for the acquisition of QSC 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.

Acquisition-related professional fees were expensed as incurred for $ 14.1 million and $ 18.7 million for the three and six months ended February 28, 2025, respectively.

These costs were recorded in Selling, distribution, and administrative expenses on the Consolidated Statements of Comprehensive Income and were reflected in our unallocated corporate amounts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table outlines the preliminary fair values of the assets and liabilities obtained in connection with the QSC acquisition as of January 1, 2025 (in millions):

Purchase Price Allocation

Consideration transferred:

Cash consideration $ 1,203.0

Identifiable assets:

Intangible assets (1)

Inventories 94.7

Property, plant, and equipment 27.0

Operating lease right-of-use assets 23.2

Accounts receivable 55.7

Other assets 81.7

Total identifiable assets 984.9

Liabilities assumed:

Accounts payable 32.6

Operating lease liabilities 24.3

Other liabilities 88.5

Total liabilities assumed 145.4

Total identifiable net assets 839.5

Goodwill $ 363.5

______________________________

(1) Gross intangible assets of $ 702.6 million reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years.

Assets and liabilities for QSC are reflected in the Consolidated Balance Sheets as of February 28, 2025.

Approximately $ 275.0 million of the preliminary goodwill is expected to be deductible for tax purposes.

The preliminary goodwill is recorded in the AIS segment, and it is primarily comprised of benefits related to expanding AIS’ technology and audio, video, and control solution product portfolios.

Amounts recorded for acquired assets and liabilities 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, intangible assets, potential liabilities, tax-related items, and final net working capital adjustments, if any.

These amounts are expected to change as we finalize the allocation.

The operating results of QSC have been included in our consolidated financial statements since the date of acquisition.

The following table provides the amount of QSC net sales and net income included within our consolidated financial statements since the acquisition date (in millions):

February 28, 2025

Three Months Ended Six Months Ended

Revenue $ 95.1 $ 95.1

Net income (1)

( 1.7 ) ( 1.7 )

____________________________________

(1) Net income includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 10.4 million and preliminary amortization of acquired intangible assets of $ 7.8 million for the three and six months ended February 28, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We have included unaudited pro forma financial information to show the impacts of the QSC acquisition to our consolidated results assuming the acquisition closed as of the first day of our prior fiscal year.

The unaudited pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on this date, neither is it necessarily indicative of our future results.

Amounts in the table below combine our previously reported results with QSC’s results for the corresponding periods as well as adjustments for purchase accounting, accounting policy alignments, changes to our capital structure, including additional interest expense associated with borrowings to fund the acquisition, and other nonrecurring items that were incurred in connection with the acquisition, assuming they occurred as of September 1, 2023 (in millions):

Quarter-to-Date Year-to-Date

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Revenue $ 1,059.4 $ 1,030.2 $ 2,158.6 $ 2,096.4

Net income (1)

98.2 79.9 208.8 148.5

______________________________

(1) Pro forma net income for the quarter-to-date period ended February 29, 2024 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 6.8 million.

Pro forma net income for the year-to-date period ending February 29, 2024 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 22.5 million and acquisition-related costs of $ 18.7 million.

We did not have any other significant nonrecurring pro forma adjustments directly attributable to the acquisition.

On January 19, 2024, we acquired certain assets related to Arize® horticulture lighting products from Current Lighting Solutions, LLC.

The assets have been included in ABL's financial results since the date of acquisition and did not have a material impact to our consolidated financial condition, results of operations, or cash flows.

Note 4 — New Accounting Pronouncements

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In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

Annual disclosures are required for fiscal years beginning after December 15, 2023 or our fiscal

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

allocate resources.

Annual disclosures are required for fiscal years beginning after December 15, 2023 or our fiscal 2025.

Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, or our fiscal 2026.

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The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 397.9 $ — $ — $ 397.9 $ 845.8 $ — $ — $ 845.8

Other financial instruments — — — — — — — —

Assets in fair value hierarchy 397.9 — — 397.9 845.8 — — 845.8

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Those techniques are significantly affected by the assumptions used, such as the discount rate and estimates of future cash flows.

Fair value for our outstanding debt obligations is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).

Fair value for our senior unsecured public notes is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).

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.

The estimated fair value of our senior unsecured public notes was $ 432.5 million and $ 429.7 million as of November 30, 2024 and August 31, 2024, respectively.

ACUITY BRANDS, INC.

The estimated fair value of our senior unsecured public notes was $ 432.7 million and $ 429.7 million as of February 28, 2025 and August 31, 2024, respectively.

We had $ 600.0 million and no borrowings outstanding under our credit agreement as of February 28, 2025 and August 31, 2024, respectively.

Such borrowings are variable-rate instruments that reset on a frequent short-term

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We had no short-term borrowings outstanding under our revolving credit facility as of November 30, 2024 and August 31, 2024.

Such borrowings, if any, are variable-rate instruments that reset on a frequent short-term basis;

therefore, we estimate that any outstanding carrying values of these instruments, which are equal to their face amounts, approximate their fair values.

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Inventories are stated on a first-in, first-out basis at the lower of cost and net realizable value and consist of the following as of the dates presented (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Raw materials, supplies, and work in process (1)

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Property, plant, and equipment consist of the following as of the dates presented (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Land $ 21.9 $ 22.3

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Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.

ACUITY BRANDS, INC.

We recorded amortization expense for definite-lived intangible assets of $ 16.8 million and $ 10.0 million during the three months ended February 28, 2025 and February 29, 2024, respectively, and $ 25.5 million and $ 19.9 million during the six months ended February 28, 2025 and February 29, 2024, respectively.

During the six months ended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We recorded amortization expense for definite-lived intangible assets of $ 8.7 million and $ 9.9 million during the three months ended November 30, 2024 and 2023, respectively.

February 28, 2025, we acquired goodwill and intangible assets as part of the QSC acquisition.

Refer to Acquisitions footnote of the Notes to Consolidated Financial Statements for additional information.

The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions):

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Balance at August 31, 2024 $ 1,015.1 $ 83.6 $ 1,098.7

Provisional amounts from acquired business — 363.5 363.5

Foreign currency translation adjustments ( 8.2 ) ( 3.7 ) ( 11.9 )

Balance at November 30, 2024 $ 1,010.2 $ 81.6 $ 1,091.8

Balance at February 28, 2025 $ 1,006.9 $ 443.4 $ 1,450.3

Acuity Brands Lighting Acuity Intelligent Spaces Total

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Foreign currency translation adjustments ( 0.6 ) ( 0.2 ) ( 0.8 )

Balance at November 30, 2023 $ 1,014.2 $ 83.3 $ 1,097.5

Balance at February 29, 2024 $ 1,013.8 $ 83.3 $ 1,097.1

Further discussion of goodwill and intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

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Other current liabilities consist of the following as of the dates presented (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Customer incentive programs (1)

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Refunds to customers (1)

Deferred revenues (1)

Current deferred revenues (1)

Sales commissions 29.9 35.3

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Tax-related items (3)

Interest on long-term debt (4)

Interest on debt (4)

Other 53.0 34.2

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(4) Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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Long-term Debt

On November 10, 2020, Acuity Brands Lighting, Inc., a wholly-owned operating subsidiary of Acuity Brands, Inc., issued $ 500.0 million aggregate principal amount of 2.150 % senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) at a price equal to 99.737 % of their face value.

On November 10, 2020, Acuity Brands Lighting, Inc., a wholly-owned operating subsidiary of Acuity Inc., issued $ 500.0 million aggregate principal amount of 2.150 % senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) 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.

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These issuance costs are amortized over the 10-year term of the Unsecured Notes.

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.

The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Inc.

and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Inc.

Lines of Credit

On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $ 600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $ 400.0 million of borrowing capacity.

We had no short-term borrowings outstanding under the Revolving Credit Facility at November 30, 2024 and August 31, 2024.

On November 25, 2024, we entered into an amendment to the Credit Agreement that, among other things, provides for a delayed draw term loan facility of up to $ 600.0 million (the “Term Loan Facility”), which may be drawn in a single borrowing at any time through May 25, 2025, subject to certain conditions.

The Credit Agreement permits the proceeds of the Term Loan Facility to be used for general corporate purposes, including working capital, permitted acquisitions, and repurchases of capital stock.

We had no short-term borrowings outstanding under the Revolving Credit Facility at February 28, 2025 and August 31, 2024.

On November 25, 2024, we entered into an amendment to the Credit Agreement that, among other things, provided for a delayed draw term loan facility of up to $ 600.0 million (the “Term Loan Facility”), which could be drawn in a single borrowing at any time, subject to certain conditions.

In connection with the acquisition of QSC, we incurred an aggregate $ 600.0 million in indebtedness under the Term Loan Facility.

We had $ 600.0 million in borrowings outstanding under the Term Loan Facility at February 28, 2025, of which $ 100.0 million is expected to be repaid within one year and therefore is reflected within Current maturitie s of debt on our Consolidated Balance Sheets .

The Term Loan Facility will mature on June 30, 2027, which is the maturity date of the revolving loans and commitments under the existing Credit Agreement.

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The covenants and events of default that apply to the revolving loans and commitments under the Credit Agreement also apply to the Term Loan Facility, and borrowings under the Term Loan Facility are guaranteed by the Company and the subsidiaries of the Company that guarantee the revolving loans and commitments.

We had no borrowings outstanding under the Term Loan Facility at November 30, 2024.

We were in compliance with all financial covenants under the Credit Agreement as of the periods presented.

At November 30, 2024, we had additional borrowing capacity under the Credit Agreement of $ 1.2 billion under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility and the Term Loan Facility less outstanding letters of credit of $ 3.5 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums.

At February 28, 2025, we had additional borrowing capacity under the Credit Agreement of $ 595.8 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $ 4.2 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums.

None of our existing debt instruments include provisions that would require an acceleration of repayments based solely on changes in our credit ratings.

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 .

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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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, 2024, 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.

For the period ended February 28, 2025, 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.

Product Warranty Costs

Our products generally have a standard warranty term of five years that assure our products comply with agreed upon specifications.

Our products generally have a standard warranty term of five years or less that assures our products comply with agreed upon specifications.

We record an accrual for the estimated amount of future warranty costs in accordance with ASC Topic 450, Contingencies (“ASC 450”) when the related revenue is recognized and when costs are deemed to be probable and can be reasonably estimated.

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The following table summarizes changes in the estimated liabilities for product warranty costs during the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

Six Months Ended

February 28, 2025 February 29, 2024

Beginning balance $ 37.5 $ 31.6

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( 19.9 ) ( 20.2 )

Acquired warranty and recall liabilities 7.8 —

Ending balance $ 39.5 $ 40.1

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However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the accrued amounts.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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Balance, November 30, 2024 31.0 0.5 1,120.5 4,012.0 ( 131.7 ) ( 2,537.9 ) 2,463.4

Net income — — — 77.5 — — 77.5

Other comprehensive loss — — — — ( 11.2 ) — ( 11.2 )

Share-based payment amortization, issuances, and cancellations

— * — 10.9 — — — 10.9

Employee stock purchase plan issuances — — 0.4 — — — 0.4

Cash dividends of $ 0.17 per share paid on common stock

— — — ( 5.5 ) — — ( 5.5 )

Stock options exercised — * — 1.0 — — — 1.0

Repurchases of common stock — * — — — — ( 16.1 ) ( 16.1 )

Balance, February 28, 2025 31.0 $ 0.5 $ 1,132.8 $ 4,084.0 $ ( 142.9 ) $ ( 2,554.0 ) $ 2,520.4

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

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Balance, November 30, 2023 30.9 0.5 1,070.5 3,601.9 ( 114.1 ) ( 2,494.7 ) 2,064.1

Net income — — — 89.2 — — 89.2

Other comprehensive income — — — — 1.4 — 1.4

Share-based payment amortization, issuances, and cancellations — * — 11.8 — — — 11.8

Employee stock purchase plan issuances — — 0.3 — — — 0.3

Cash dividends of $ 0.15 per share paid on common stock

— — — ( 4.7 ) — — ( 4.7 )

Stock options exercised — * — 5.1 — — — 5.1

Repurchases of common stock ( 0.1 ) — — — — ( 17.6 ) ( 17.6 )

Balance, February 29, 2024 30.8 $ 0.5 $ 1,087.7 $ 3,686.4 $ ( 112.7 ) $ ( 2,512.3 ) $ 2,149.6

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

* Represents shares of less than 0.1 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 13 — Revenue

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Contract liabilities arise when we receive cash or an unconditional right to collect cash prior to the transfer of control of goods or services.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the dates presented (in millions):

November 30, 2024 August 31, 2024

February 28, 2025 August 31, 2024

Current deferred revenues $ 20.6 $ 17.4

3 unchanged sentences

These services are expected to be performed within one year.

Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2024 totaled $ 5.4 million.

Revenue recognized from beginning balances of contract liabilities during the six months ended February 28, 2025 totaled $ 9.8 million.

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.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from November 30, 2024 and consist primarily of orders for physical goods that have not yet been shipped.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from February 28, 2025 and consist primarily of orders for physical goods that have not yet been shipped.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Disaggregated Revenues

2 unchanged sentences

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, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Acuity Brands Lighting:

10 unchanged sentences

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 restricted stock, performance stock units, and stock options (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.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table presents share-based payment expense for the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Share-based payment expense $ 11.4 $ 12.0 $ 23.5 $ 23.1

8 unchanged sentences

Net periodic pension cost included the following components before tax for the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Service cost $ 1.3 $ 1.2 $ 2.7 $ 2.3

4 unchanged sentences

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 15 — Other (Income) Expense

The following table summarizes the components of O ther (income) expense , net for the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

Interest (income) expense, net:

Note 16 — Other Expense

The following table summarizes the components of O ther expense , net for the periods presented (in millions):

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Interest expense (income), net:

Interest expense $ 11.7 $ 6.5 $ 17.8 $ 12.9

Interest income ( 4.8 ) ( 6.6 ) ( 14.9 ) ( 12.1 )

Interest (income) expense, net ( 4.0 ) 0.9

Interest expense (income), net 6.9 ( 0.1 ) 2.9 0.8

Miscellaneous expense, net:

Non-service components of net periodic pension cost 0.9 1.0 1.9 2.1

Foreign currency transaction losses 0.1 0.6

Foreign currency transaction (gain) losses ( 0.2 ) 0.2 ( 0.1 ) 0.8

Other items 0.3 ( 0.6 ) 1.7 ( 1.2 )

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Other (income) expense, net $ ( 1.5 ) $ 2.0

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Other expense, net $ 7.9 $ 0.5 $ 6.4 $ 2.5

Note 17 — Earnings Per Share

4 unchanged sentences

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, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Net income $ 77.5 $ 89.2 $ 184.2 $ 189.8

9 unchanged sentences

Amounts in the table may not recalculate exactly due to rounding.

Stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation as the effect of inclusion would have been antidilutive were immaterial for three months ended November 30, 2024 and 2023.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

2 unchanged sentences

Comprehensive income includes our net income as well as other comprehensive (loss) income items, which are comprised of foreign currency translation and pension adjustments.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table presents the changes in each component of accumulated other comprehensive loss net of tax during the periods presented (in millions):

4 unchanged sentences

Net current period other comprehensive (loss) income ( 29.0 ) 1.0 ( 28.0 )

Balance at November 30, 2024 $ ( 88.2 ) $ ( 43.5 ) $ ( 131.7 )

Balance at February 28, 2025 $ ( 99.9 ) $ ( 43.0 ) $ ( 142.9 )

Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items

3 unchanged sentences

Net current period other comprehensive (loss) income ( 1.4 ) 1.3 ( 0.1 )

Balance at November 30, 2023 $ ( 67.1 ) $ ( 47.0 ) $ ( 114.1 )

Balance at February 29, 2024 $ ( 66.4 ) $ ( 46.3 ) $ ( 112.7 )

_______________________________________

3 unchanged sentences

Three Months Ended

November 30, 2024 November 30, 2023

February 28, 2025 February 29, 2024

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

1 unchanged sentence

Actuarial losses on defined benefit pension plans 0.6 ( 0.1 ) 0.5 0.8 ( 0.1 ) 0.7

Other comprehensive loss $ ( 16.6 ) $ ( 0.2 ) $ ( 16.8 ) $ ( 1.3 ) $ ( 0.2 ) $ ( 1.5 )

Other comprehensive (loss) income $ ( 11.1 ) $ ( 0.1 ) $ ( 11.2 ) $ 1.5 $ ( 0.1 ) $ 1.4

Six Months Ended

February 28, 2025 February 29, 2024

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

Foreign currency translation adjustments $ ( 29.0 ) $ — $ ( 29.0 ) $ ( 1.4 ) $ — $ ( 1.4 )

Actuarial losses on defined benefit pension plans 1.3 ( 0.3 ) 1.0 1.6 ( 0.3 ) 1.3

Other comprehensive (loss) income $ ( 27.7 ) $ ( 0.3 ) $ ( 28.0 ) $ 0.2 $ ( 0.3 ) $ ( 0.1 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 19 — Segment Information

3 unchanged sentences

These include expenses related to governance, policy setting, compliance, and certain other shared services functions.

Additionally, net interest expense, net miscellaneous expense, and income tax expense are not allocated to segments.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Additionally, net interest expense, net miscellaneous expense, income tax expense, and acquisition related costs are not allocated to segments.

The following table presents financial information by operating segment for the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Acuity Brands Lighting $ 840.6 $ 843.5 $ 1,726.6 $ 1,719.9

12 unchanged sentences

The following table reconciles operating profit by segment to income before income taxes for the periods presented (in millions):

Three Months Ended

November 30, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Operating profit - Acuity Brands Lighting $ 130.3 $ 126.0 $ 273.6 $ 269.8

2 unchanged sentences

Operating profit 110.2 118.1 243.5 251.0

Interest (income) expense, net ( 4.0 ) 0.9

Interest expense (income), net 6.9 ( 0.1 ) 2.9 0.8

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Income before income taxes $ 102.3 $ 117.6 $ 237.1 $ 248.5

Note 19 — Subsequent Event

On January 1, 2025, Acuity Brands Technology Services, Inc., a wholly-owned subsidiary of Acuity Brands, Inc.

acquired all of the equity interests of QSC, LLC (“QSC”), a leader in the design, engineering, and manufacturing of audio, video, and control solutions and services, for $ 1.215 billion.

We funded the transaction using cash on hand and proceeds from our Term Loan Facility, under which we incurred an aggregate $ 600.0 million in indebtedness effective as of January 2, 2025 .

Segment assets include accounts receivable and inventory.

Total segment assets for AIS were $ 214.7 million and $ 67.6 million as of February 28, 2025 and August 31, 2024, respectively.

This increase was due to the acquisition of QSC.

Refer to Acquisitions footnote of the Notes to Consolidated Financial Statements for additional information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements