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Item 2. Management’s Discussion and Analysis

2025-04-03 compared with 2025-01-08 · 167 added, 70 removed, 92 unchanged (72% of the section changed)

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

The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information of Acuity Brands, Inc.

(referred to herein as “we,” “our,” “us,” the “Company,” or similar references) and its subsidiaries as of November 30, 2024 and for the three months ended November 30, 2024 and November 30, 2023.

(referred to herein as “we,” “our,” “us,” the “Company,” or similar references) and its subsidiaries as of February 28, 2025 and for the three and six months ended February 28, 2025 and February 29, 2024.

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included within this report.

Also, please refer to Acuity Brands, Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2024 (“Form 10-K”).

Also, please refer to Acuity Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2024 (“Form 10-K”).

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

to Acuity Inc.

We are 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.

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.

Our business exhibits some seasonality, with net sales being affected by weather and seasonal demand on construction and installation programs, particularly during the winter months, as well as the annual budget cycles of major customers.

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Sufficient cash flow generation is also critical to fund our operations in the short and long term and to maintain compliance with covenants contained in our financing agreements.

Our significant contractual cash requirements primarily include principal and interest on our unsecured notes, accounts payable, accrued employee compensation, operating lease liabilities, and certain purchase obligations incurred in the ordinary course of business that are enforceable and legally binding.

Our significant contractual cash requirements primarily include principal and interest on outstanding debt, accounts payable, accrued employee compensation, operating lease liabilities, and certain purchase obligations incurred in the ordinary course of business that are enforceable and legally binding.

Our obligations related to these items are described further within Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report filed on Form 10-K.

Refer to Recent Developments for a discussion of changes to our contractual obligations after November 30, 2024.

Refer to Financing Arrangements below for a discussion of significant changes to our contractual obligations for the first six months of fiscal 2025.

We believe that we will be able to meet our liquidity needs over the next 12 months based on our cash on hand, current projections of cash flows from operations, borrowing availability under financing arrangements, and current access to capital markets.

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In the event of a sustained market deterioration, we may need additional capital, which would require us to evaluate available alternatives and take appropriate actions.

Our cash position at November 30, 2024 was $935.6 million, an increase of $89.8 million from August 31, 2024.

Cash generated from operating activities and cash on hand were used during the current year to fund our capital allocation priorities as discussed below.

We generated $132.2 million of cash flows from operating activities during the three months ended November 30, 2024, compared to $190.0 million in the prior-year period, a decrease of $57.8 million.

This decrease was due primarily to timing of payments to suppliers as well as lower cash collections from customers.

Our cash position at February 28, 2025 was $397.9 million, a decrease of $447.9 million from August 31, 2024.

Cash generated from operating activities and cash on hand were used during the current year to partially fund the QSC, LLC (“QSC”) acquisition and our other capital allocation priorities as discussed below.

We generated $191.6 million of cash flows from operating activities during the six months ended February 28, 2025, compared to $292.6 million in the prior-year period, a decrease of $101.0 million.

This decrease reflects higher payments for purchases of inventory, the timing of sales and cash collections from our customers, payments for

acquisition-related costs, and higher tax payments.

Financing Arrangements

See the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for discussion of the terms of our various financing arrangements, including the $500.0 million aggregate principal amount of 2.150% senior unsecured notes due December 15, 2030 (the “Unsecured Notes”), the terms of our $600.0 million five-year unsecured revolving credit facility (“Revolving Credit Facility”), and the terms of our $600.0 million two-year unsecured term loan facility (“Term Loan Facility”).

At November 30, 2024, our outstanding debt balance was $496.3 million, which consisted solely of our Unsecured Notes, compared to our cash position of $935.6 million.

We were in compliance with all covenants under our financing arrangements as of November 30, 2024.

The Unsecured Notes were issued by Acuity Brands Lighting, Inc., a wholly-owned subsidiary of Acuity Brands, Inc.

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 following tables present summarized financial information for Acuity Brands, Inc., Acuity Brands Lighting, Inc., and ABL IP Holding LLC on a combined basis after the elimination of all intercompany balances and transactions between the combined group as well as any investments in non-guarantors as of the dates and during the period presented (in millions):

Summarized Balance Sheet Information November 30, 2024 August 31, 2024

At February 28, 2025, our outstanding debt balance was $1.1 billion, which consisted of our Unsecured Notes and borrowings on our Term Loan Facility, compared to our cash position of $397.9 million.

We were in compliance with all covenants under our financing arrangements as of February 28, 2025.

The Unsecured Notes were issued by Acuity Brands Lighting, Inc., a wholly-owned subsidiary of Acuity 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.

The following tables present summarized financial information for Acuity Inc., Acuity Brands Lighting, Inc., and ABL IP Holding LLC on a combined basis after the elimination of all intercompany balances and transactions between the combined group as well as any investments in non-guarantors as of the dates and during the period presented (in millions):

Summarized Balance Sheet Information February 28, 2025 August 31, 2024

Current assets $ 1,025.6 $ 1,517.6

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Non-current liabilities 1,225.0 746.5

Summarized Income Statement Information Three Months Ended November 30, 2024

Summarized Income Statement Information Six Months Ended February 28, 2025

Net sales $ 1,552.3

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Net income 195.4

On November 25, 2024, we entered into an amendment to our credit agreement (the “Credit Agreement”) that, among other things, provides for a delayed draw term under the Term Loan Facility of up to $600.0 million, 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.

On November 25, 2024, we entered into an amendment to our credit agreement (the “Credit Agreement”) that, among other things, provided for a delayed draw term under the Term Loan Facility of up to $600.0 million.

In January 2025, we drew the full $600.0 million on the Term Loan Facility to fund the QSC acquisition.

In March 2025, we repaid $100.0 million of the outstanding obligation.

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.

As of November 30, 2024, our cash on hand combined with the additional borrowing capacity under the Revolving Credit Facility and the Term Loan Facility totaled $2.1 billion.

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.

As of February 28, 2025, our cash on hand combined with the additional borrowing capacity under the Revolving Credit Facility totaled $1.0 billion.

Capital Allocation Priorities

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Investments in Current Business for Growth

We invested $18.9 million and $14.6 million in property, plant, and equipment during the three months ended November 30, 2024 and November 30, 2023, respectively.

We invested $28.6 million and $29.0 million in property, plant, and equipment during the six months ended February 28, 2025 and February 29, 2024, respectively.

We invested primarily in new and enhanced information technology, equipment, tooling, and facility improvements in fiscal 2025 to date.

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We seek opportunities to strategically expand and enhance our portfolio of solutions.

There were no acquisitions during the three months ended November 30, 2024 and November 30, 2023, respectively.

We paid dividends on our common stock of $4.5 million ($0.15 per share) and $4.1 million ($0.13 per share) during the three months ended November 30, 2024 and November 30, 2023, respectively.

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

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 Term Loan Facility.

The operating results, assets, liabilities, and cash flows of QSC have been included in our consolidated financial statements since the date of 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.

Please refer to the Acquisitions footnote of the Notes to Consolidated Financial Statements for more information.

We paid dividends on our common stock of $10.0 million ($0.32 per share) and $8.8 million ($0.28 per share) during the six months ended February 28, 2025 and February 29, 2024, respectively.

All decisions regarding the declaration and payment of dividends are at the discretion of the Board of Directors (the “Board”) and are evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors the Board deems relevant.

Share Repurchases

During the first three months of fiscal 2025 and 2024, we repurchased approximately 17,000 shares and 290,000 shares of our outstanding common stock for $5.4 million and $50.0 million, respectively.

Total cash outflows for share repurchases during the three months ended November 30, 2024 and November 30, 2023 were $6.7 million and $48.2 million, respectively.

During the first six months of fiscal 2025 and 2024, we repurchased approximately 0.1 million shares and 0.4 million shares of our outstanding common stock for $21.5 million and $67.6 million, respectively.

Total cash outflows for share repurchases during the six months ended February 28, 2025 and February 29, 2024 were $22.6 million and $67.8 million, respectively.

We expect to repurchase shares on an opportunistic basis subject to various factors including stock price, Company performance, market conditions, and other possible uses of cash.

On January 25, 2024, the Board approved an increase of three million shares to the maximum number of shares that may yet be repurchased under the share repurchase program.

As of November 30, 2024, 3.8 million shares remained available within the program to repurchase.

As of February 28, 2025, 3.7 million shares remained available within the program to repurchase.

Recent Developments

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.

In recent months, the U.S.

government has imposed, and is considering imposing, additional tariffs and trade restrictions on certain goods produced outside of the United States, including steel and aluminum.

In response to these actions, certain jurisdictions, including China, Mexico, Canada and the European Union, have imposed, or are considering imposing, tariffs and restrictions on certain goods produced in the United States.

The situation concerning the imposition of additional tariffs and trade restrictions by the U.S.

and other jurisdictions and the status of certain trade agreements, including the United States, Mexico, Canada Free Trade Agreement, continues to evolve and we cannot be certain of the outcome which could adversely impact demand for our products, costs, inflation, customers, suppliers, and the U.S.

Although we have taken actions to mitigate the impacts of tariffs and trade restrictions, including pricing actions, competitive pricing or market pressures may not allow us to pass on the additional cost of these tariffs and may adversely affect our profit margins, results of operations, and/or cash flows.

Results of Operations

First Quarter of Fiscal 2025 Compared with First Quarter of Fiscal 2024

The following table sets forth information comparing the components of net income for the three months ended November 30, 2024 and November 30, 2023 (in millions except per-share data):

Second Quarter of Fiscal 2025 Compared with Second Quarter of Fiscal 2024

The following table sets forth information comparing the components of net income for the three months ended February 28, 2025 and February 29, 2024 (in millions except per-share data):

Three Months Ended

November 30, 2024 November 30, 2023 Increase (Decrease) Percent Change

February 28, 2025 February 29, 2024 Increase (Decrease) Percent Change

Net sales $ 1,006.3 $ 905.9 $ 100.4 11.1 %

Cost of products sold (1)

538.3 493.5 44.8 9.1 %

Gross profit 468.0 412.4 55.6 13.5 %

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Selling, distribution, and administrative expenses (2)

357.8 294.3 63.5 21.6 %

Operating profit 110.2 118.1 (7.9) (6.7) %

Percent of net sales 11.0 % 13.0 % (200) bps

Other (income) expense:

Interest (income) expense, net (4.0) 0.9 (4.9) (544.4) %

Other expense:

Interest expense (income), net 6.9 (0.1) 7.0 NM

Miscellaneous expense, net 1.0 0.6 0.4 NM

Total other (income) expense (1.5) 2.0 (3.5) (175.0) %

Total other expense 7.9 0.5 7.4 NM

Income before income taxes 102.3 117.6 (15.3) (13.0) %

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Net sales for the first quarter of fiscal 2025 increased $16.9 million, or 1.8%, to $951.6 million, compared with $934.7 million in the prior-year period due to increases in sales in both our Acuity Brands Lighting and Acuity Intelligent Spaces segments.

Gross profit for the first quarter of fiscal 2025 increased $20.9 million, or 4.9%, to $449.3 million, compared with $428.4 million in the prior-year period, and gross profit margin increased 140 basis points to 47.2% from 45.8% compared with the prior-year period.

Our gross profit increased compared with the prior period due primarily to the fall through of higher net sales and lower materials cost.

This increase was partially offset by increased labor and overhead costs.

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(1) Fiscal 2025 includes $10.4 million in preliminary acquisition date fair value adjustments to inventory for the QSC acquisition.

(2) Fiscal 2025 includes $14.1 million in acquisition-related costs and $7.8 million in preliminary amortization of intangible assets for the QSC acquisition.

Net sales for the second quarter of fiscal 2025 increased $100.4 million, or 11.1%, to $1.0 billion, compared with $905.9 million in the prior-year period due to an increase in sales in our Acuity Intelligent Spaces segment driven by the acquisition of QSC, which contributed $95.1 million in sales, as well higher net sales in our Distech and Atrius products.

These increases were partially offset by a decrease in sales in our Acuity Brands Lighting segment.

Gross profit for the second quarter of fiscal 2025 increased $55.6 million, or 13.5%, to $468.0 million, compared with $412.4 million in the prior-year period, and gross profit margin increased 100 basis points to 46.5% from 45.5% compared with the prior-year period.

Our gross profit increased compared with the prior period due primarily to the contributions of the QSC acquisition as well as our strategic management of the relationship between price and cost escalations, including higher labor, overhead, and Asian-sourced finished goods costs.

Operating Profit

Selling, distribution, and administrative expenses (“SD&A”) expenses for the first quarter of fiscal 2025 were $316.0 million, compared with $295.5 million in the prior-year period, an increase of $20.5 million, or 6.9%.

The increase in SD&A expenses was due primarily to higher employee-related costs, sales-related costs, such as commissions, and sales and marketing costs.

Additionally, we incurred acquisition-related costs of $4.6 million during the first quarter of 2025.

Operating profit for the first quarter of fiscal 2025 was $133.3 million (14.0% of net sales), compared with $132.9 million (14.2% of net sales) for the prior-year period, an increase of $0.4 million, or 0.3%.

The increase in operating profit was due primarily to the increase in gross profit, partially offset by higher operating expenses.

Interest (Income) Expense, net

We reported net interest income of $4.0 million and net interest expense of $0.9 million for the first quarter of fiscal 2025 and 2024, respectively.

Our fiscal 2025 net interest income reflects higher interest-bearing cash and cash equivalent balances and higher investing rates on those balances.

Selling, distribution, and administrative expenses (“SD&A”) expenses for the second quarter of fiscal 2025 were $357.8 million, compared with $294.3 million in the prior-year period, an increase of $63.5 million, or 21.6%.

The increase in SD&A expenses was due primarily to the addition of QSC operating expenses, acquisition-related costs, and higher amortization of acquired intangible assets in connection with the QSC acquisition.

Acquisition-related costs for the QSC acquisition were recorded within unallocated corporate amounts.

Operating profit for the second quarter of fiscal 2025 was $110.2 million (11.0% of net sales), compared with $118.1 million (13.0% of net sales) for the prior-year period, a decrease of $7.9 million, or 6.7%.

The decrease in operating profit was due to the increase in SD&A expenses, partially offset by an increase in gross profit.

Interest Expense (Income), net

We reported net interest expense of $6.9 million and net interest income of $0.1 million for the second quarter of fiscal 2025 and 2024, respectively.

The increase in net interest expense was due primarily to interest incurred on our $600.0 million Term Loan Facility and lower interest-bearing cash and cash equivalent balances held during the period as a result of our purchase of QSC.

Miscellaneous Expense, net

Miscellaneous expense, net consists of non-service components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.

We reported net miscellaneous expense of $2.5 million and $1.1 million for the first quarter of fiscal 2025 and 2024, respectively.

This year-over-year change is due primarily to a non-cash loss on an investment in a privately-held entity which we do not exercise significant influence or control.

We reported net miscellaneous expense of $1.0 million and $0.6 million for the second quarter of fiscal 2025 and 2024, respectively.

Income Taxes and Net Income

Our effective income tax rate was 20.8% and 23.1% for the first quarter of fiscal 2025 and 2024, respectively.

This decrease was due primarily to higher excess tax benefits on stock compensation in the first quarter of fiscal 2025.

We recognized excess tax benefits of $4.3 million related to share-based payment awards for the first quarter of fiscal 2025 compared to $1.5 million for the first quarter of fiscal 2024.

Net income for the first quarter of fiscal 2025 increased $6.1 million, or 6.1%, to $106.7 million, from $100.6 million reported for the prior-year period.

Diluted earnings per share for the first quarter of fiscal 2025 increased $0.14, or 4.4%, to $3.35 compared with diluted earnings per share of $3.21 for the prior-year period.

This increase reflects higher net income.

Our effective income tax rate was 24.2% and 24.1% for the second quarter of fiscal 2025 and 2024, respectively.

We recognized excess tax benefits of $0.3 million related to share-based payment awards for the second quarter of fiscal 2025.

Excess tax benefits in the second quarter of fiscal 2024 were immaterial.

Net income for the second quarter of fiscal 2025 decreased $11.7 million, or 13.1%, to $77.5 million, from $89.2 million reported for the prior-year period.

This decrease was due primarily to lower operating profit and higher interest expense in connection with funding the QSC acquisition, partially offset by lower income tax expense.

Diluted earnings per share for the second quarter of fiscal 2025 decreased $0.39, or 13.7%, to $2.45 compared with diluted earnings per share of $2.84 for the prior-year period.

This decrease reflects lower net income as well as higher outstanding diluted shares.

Segment Results

The following table sets forth information comparing the operating results of our segments, Acuity Brands Lighting and Acuity Intelligent Spaces, for the three months ended November 30, 2024 and November 30, 2023 (in millions):

The following table sets forth information comparing the operating results of our segments, Acuity Brands Lighting and Acuity Intelligent Spaces, for the three months ended February 28, 2025 and February 29, 2024 (in millions):

Three Months Ended

November 30, 2024 November 30, 2023 Increase (Decrease) Percent Change

February 28, 2025 February 29, 2024 Increase (Decrease) Percent Change

Acuity Brands Lighting:

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Operating profit margin 5.8 % 13.4 % (760) bps

Acuity Brands Lighting net sales for the first quarter of fiscal 2025 increased $9.6 million, or 1.1%, to $886.0 million, compared with $876.4 million in the prior-year period.

Sales within the Acuity Brands Lighting segment increased due to higher net sales within our independent sales network and direct sales network, partially offset by declines in the retail and corporate accounts channels.

Operating profit for Acuity Brands Lighting was $143.3 million (16.2% of Acuity Brands Lighting net sales) for the first quarter of fiscal 2025, compared with $143.8 million (16.4% of Acuity Brands Lighting net sales) in the prior-year period, a decrease of $0.5 million.

The decrease in operating profit was due to higher labor and overhead costs, and employee-related costs, partially offset by the fall through of higher net sales and lower materials cost.

Acuity Intelligent Spaces net sales for the first quarter of fiscal 2025 increased $9.3 million, or 14.5%, to $73.5 million, compared with $64.2 million in the prior-year period.

The increase in sales within the Acuity Intelligent Spaces segment is attributed to higher sales of Distech products.

Acuity Intelligent Spaces operating profit was $10.8 million for the first quarter of fiscal 2025, compared with $5.3 million in the prior-year period, an increase of $5.5 million.

This increase was due primarily to contributions from higher net sales and lower professional and consulting fees, partially offset by higher employee-related costs.

Acuity Brands Lighting net sales for the second quarter of fiscal 2025 decreased $2.9 million, or 0.3%, to $840.6 million, compared with $843.5 million in the prior-year period.

Net sales within the Acuity Brands Lighting segment decreased due to lower net sales within our retail, corporate accounts, and original equipment manufacturer and other channels, partially offset by higher net sales in our independent sales network and direct sales network channels.

Operating profit for Acuity Brands Lighting was $130.3 million (15.5% of Acuity Brands Lighting net sales) for the second quarter of fiscal 2025, compared with $126.0 million (14.9% of Acuity Brands Lighting net sales) in the prior-year period, an increase of $4.3 million.

The increase in operating profit was due primarily to our strategic management of the relationship between price and cost escalations, including higher labor, overhead, and Asian-sourced finished goods costs.

Acuity Intelligent Spaces net sales for the second quarter of fiscal 2025 increased $103.4 million, or 151.8%, to $171.5 million, compared with $68.1 million in the prior-year period.

The increase in sales within the Acuity

Intelligent Spaces segment is attributed primarily to the acquisition of QSC, which contributed $95.1 million in revenues.

Additionally, sales of Distech and Atrius products increased during the current quarter.

Operating profit for Acuity Intelligent Spaces was $9.9 million for the second quarter of fiscal 2025, compared with $9.1 million in the prior-year period, an increase of $0.8 million.

This increase was due primarily to contributions from higher net sales, partially offset by the addition of SD&A costs from the acquisition of QSC, including increased preliminary amortization and preliminary acquisition date fair value adjustments to inventory.

First Six Months of Fiscal 2025 Compared with First Six Months of Fiscal 2024

The following table sets forth information comparing the components of net income for the six months ended February 28, 2025 and February 29, 2024 (in millions except per share data):

Six Months Ended

February 28, 2025 February 29, 2024 Increase (Decrease) Percent Change

Net sales $ 1,957.9 $ 1,840.6 $ 117.3 6.4 %

Cost of products sold (1)

1,040.6 999.8 40.8 4.1 %

Gross profit 917.3 840.8 76.5 9.1 %

Percent of net sales 46.9 % 45.7 % 120 bps

Selling, distribution, and administrative expenses (2)

673.8 589.8 84.0 14.2 %

Operating profit 243.5 251.0 (7.5) (3.0) %

Percent of net sales 12.4 % 13.6 % (120) bps

Other expense:

Interest expense, net 2.9 0.8 2.1 NM

Miscellaneous expense, net 3.5 1.7 1.8 NM

Total other expense 6.4 2.5 3.9 NM

Income before income taxes 237.1 248.5 (11.4) (4.6) %

Percent of net sales 12.1 % 13.5 % (140) bps

Income tax expense 52.9 58.7 (5.8) (9.9) %

Effective tax rate 22.3 % 23.6 %

Net income $ 184.2 $ 189.8 $ (5.6) (3.0) %

Diluted earnings per share $ 5.80 $ 6.05 $ (0.25) (4.1) %

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(1) Fiscal 2025 includes $10.4 million in preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory related to the acquisition of QSC.

(2) Fiscal 2025 includes $18.7 million in acquisition-related costs and $7.8 million in preliminary amortization of intangible assets related to the acquisition of QSC.

Net sales for the six months ended February 28, 2025 increased $117.3 million, or 6.4%, to $1.96 billion compared with $1.84 billion in the prior-year due to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting segments.

The increase was primarily driven by the acquisition of QSC, which contributed $95.1 million in revenue to the Acuity Intelligent Spaces segment, as well higher net sales of our Distech and Atrius products.

Gross profit for the six months ended February 28, 2025 increased $76.5 million, or 9.1%, to $917.3 million compared with $840.8 million in the prior-year period.

Gross profit margin increased 120 basis points to 46.9% for the six months ended February 28, 2025 compared with 45.7% in the prior-year period.

Our gross profit increased compared with the prior period due primarily to the contributions of the QSC acquisition, fall through of higher net sales, and lower materials cost.

This increase was partially offset by increased labor and overhead costs.

Operating Profit

SD&A expenses for the six months ended February 28, 2025 were $673.8 million compared with $589.8 million in the prior-year period, an increase of $84.0 million, or 14.2%.

The increase in SD&A expenses was due primarily to the addition of QSC operating expenses, higher employee-related costs, acquisition-related costs, and higher amortization of acquired intangible assets in connection with the QSC acquisition.

Acquisition-related costs for the QSC acquisition were recorded within unallocated corporate amounts.

Operating profit for the first six months of fiscal 2025 was $243.5 million (12.4% of net sales) compared with $251.0 million (13.6% of net sales) for the prior-year period, a decrease of $7.5 million, or 3.0%.

The decrease in operating profit was due to higher SD&A expenses, partially offset by higher gross profit.

Interest Expense, net

We reported net interest expense of $2.9 million and $0.8 million for the six months ended February 28, 2025 and February 29, 2024, respectively.

The increase in net interest expense was due to interest incurred on our $600.0 million Term Loan Facility and lower interest-bearing cash and cash equivalent balances as a result of our purchase of QSC.

Miscellaneous Expense, net

Miscellaneous expense, net consists of non-service components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.

We reported net miscellaneous expense of $3.5 million for the six months ended February 28, 2025 and $1.7 million for the six months ended February 29, 2024.

This year-over-year change is due primarily to a non-cash loss in the first quarter of fiscal 2025 on an investment in a privately-held entity over which we do not exercise significant influence or control.

Income Taxes and Net Income

Our effective income tax rate was 22.3% and 23.6% for the six months ended February 28, 2025 and February 29, 2024, respectively.

This decrease was due primarily to the recognition of higher favorable discrete items in the current year.

We recognized excess tax benefits of $4.6 million and $1.5 million related to share-based payment awards during the six months ended February 28, 2025 and February 29, 2024, respectively.

Net income for the first six months of fiscal 2025 decreased $5.6 million, or 3.0%, to $184.2 million from $189.8 million reported for the prior-year period.

This decrease was primarily due to lower operating profit and higher interest expense in connection with funding the QSC acquisition, partially offset by lower income tax expense.

Diluted earnings per share for the six months ended February 28, 2025 decreased $0.25 to $5.80 compared with diluted earnings per share of $6.05 for the prior-year period.

This decrease reflects lower net income as well as higher outstanding diluted shares.

Segment Results

The following table sets forth information comparing the operating results of our segments, Acuity Brands Lighting and Acuity Intelligent Spaces, for the six months ended February 28, 2025 and February 29, 2024 (in millions):

Six Months Ended

February 28, 2025 February 29, 2024 Increase (Decrease) Percent Change

Acuity Brands Lighting:

Net sales $ 1,726.6 $ 1,719.9 $ 6.7 0.4 %

Operating profit 273.6 269.8 3.8 1.4 %

Operating profit margin 15.8 % 15.7 % 10 bps

Acuity Intelligent Spaces:

Net sales $ 245.0 $ 132.3 $ 112.7 85.2 %

Operating profit 20.7 14.4 6.3 43.8 %

Operating profit margin 8.4 % 10.9 % (250) bps

Acuity Brands Lighting net sales for the six months ended February 28, 2025 increased 0.4% compared with the prior-year period due to higher net sales in our independent sales network and direct sales network channels,

partially offset by lower net sales within our retail sales, corporate accounts, and original equipment manufacturer and other channels.

Operating profit for ABL was $273.6 million (15.8% of ABL net sales) for the six months ended February 28, 2025 compared to $269.8 million (15.7% of ABL net sales) in the prior-year period, an increase of $3.8 million.

The increase in operating profit was due to the fall through of higher net sales, lower materials cost, and lower freight cost, partially offset by higher employee-related costs, labor, and overhead.

Acuity Intelligent Spaces net sales for the six months ended February 28, 2025 increased 85.2% compared with the prior-year period.

The increase in sales is attributed primarily to the acquisition of QSC, which contributed $95.1 million in revenues, as well as improvements in Distech and Atrius products.

Acuity Intelligent Spaces operating profit was $20.7 million for the six months ended February 28, 2025 compared with $14.4 million in the prior-year period, an increase of $6.3 million.

This increase was due primarily to contributions from higher net sales, partially offset by additional costs related to the acquisition of QSC, including preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory and preliminary amortization of intangible assets.

Critical Accounting Estimates

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You are cautioned not to place undue reliance on any forward-looking statements.

Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise.

Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-

looking statements to reflect any events or circumstances after the date of this quarterly report or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise.

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 2. Management’s Discussion and Analysis