What changed in this filing

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Item 1. Financial Statements

2021-04-02 compared with 2021-01-08 · 184 added, 108 removed, 550 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except for share data)

November 30, 2020

February 28, 2021

August 31, 2020

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful accounts of $ 24,479 as of November 30, 2020 and $ 25,827 as of August 31, 2020

Accounts receivable, net of allowance for doubtful accounts of $ 26,916 as of February 28, 2021 and $ 25,827 as of August 31, 2020

Contract assets

2 unchanged sentences

Total current assets

Property, plant and equipment, net of accumulated depreciation of $ 4,676,152 as of November 30, 2020 and $ 4,525,758 as of August 31, 2020

Property, plant and equipment, net of accumulated depreciation of $ 4,762,227 as of February 28, 2021 and $ 4,525,758 as of August 31, 2020

Operating lease right-of-use asset

Intangible assets, net of accumulated amortization of $ 406,694 as of November 30, 2020 and $ 395,074 as of August 31, 2020

Intangible assets, net of accumulated amortization of $ 418,635 as of February 28, 2021 and $ 395,074 as of August 31, 2020

Deferred income taxes

17 unchanged sentences

Common stock, $ 0.001 par value, authorized 500,000,000 shares;

266,047,352 and 263,830,270 shares issued and 150,471,570 and 150,330,358 shares outstanding as of November 30, 2020 and August 31, 2020, respectively

266,842,954 and 263,830,270 shares issued and 149,366,501 and 150,330,358 shares outstanding as of February 28, 2021 and August 31, 2020, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive loss

Treasury stock at cost, 115,575,782 and 113,499,912 shares as of November 30, 2020 and August 31, 2020, respectively

Treasury stock at cost, 117,476,453 and 113,499,912 shares as of February 28, 2021 and August 31, 2020, respectively

( 2,763,214 )

9 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Cost of revenue

5 unchanged sentences

Operating income

Impairment on securities

Other (income) expense

3 unchanged sentences

Income tax expense

Net income (loss)

Net income attributable to noncontrolling interests, net of tax

Net income attributable to Jabil Inc.

Earnings per share attributable to the stockholders of Jabil Inc.:

Net income (loss) attributable to Jabil Inc.

Earnings (loss) per share attributable to the stockholders of Jabil Inc.:

Weighted average shares outstanding:

4 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Net income (loss)

Other comprehensive income (loss):

6 unchanged sentences

Actuarial loss

Total other comprehensive income

Comprehensive income

Total other comprehensive income (loss)

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Jabil Inc.

Comprehensive income (loss) attributable to Jabil Inc.

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Total stockholders' equity, beginning balances

1 unchanged sentence

Beginning balances

Shares issued under employee stock purchase plan

Vesting of restricted stock

2 unchanged sentences

Beginning balances

Shares issued under employee stock purchase plan

Vesting of restricted stock

4 unchanged sentences

Declared dividends

Net income attributable to Jabil Inc.

Net income (loss) attributable to Jabil Inc.

Ending balances

1 unchanged sentence

Beginning balances

Other comprehensive income

Other comprehensive income (loss)

Ending balances

3 unchanged sentences

( 2,487,319 )

( 2,609,250 )

( 2,371,612 )

Purchases of treasury stock under employee stock plans

3 unchanged sentences

( 2,563,282 )

( 2,763,214 )

( 2,563,282 )

Noncontrolling interests:

1 unchanged sentence

Net income attributable to noncontrolling interests

Declared dividends to noncontrolling interests

Ending balances

4 unchanged sentences

(in thousands)

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

Cash flows provided by operating activities:

16 unchanged sentences

Net cash used in investing activities

Cash flows used in financing activities:

Cash flows (used in) provided by financing activities:

Borrowings under debt agreements

3 unchanged sentences

Dividends paid to stockholders

Net proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan

Treasury stock minimum tax withholding related to vesting of restricted stock

Net cash used in financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

14 unchanged sentences

(the “Company”) for the fiscal year ended August 31, 2020.

Results for the three months ended November 30, 2020 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2021.

The full impact on the Company’s business and results of operations related to COVID-19 depends on future developments and cannot be fully predicted.

The Company has considered all information available as of the date of these financial statements and is not aware of any circumstances that would result in an update to its estimates or judgments, or any adjustment to the carrying value of its assets or liabilities.

Estimates are dependent on certain events and may change as future events occur or additional information becomes available and thus actual results could differ materially from these estimates and judgments.

Results for the six months ended February 28, 2021 are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2021.

Trade Accounts Receivable Sale Programs

2 unchanged sentences

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the trade accounts receivable sale programs.

Servicing fees related to each of the trade accounts receivable sale programs recognized during the three months ended November 30, 2020 and 2019 were not material.

Servicing fees related to each of the trade accounts receivable sale programs recognized during the three months and six months ended February 28, 2021 and February 29, 2020 were not material.

The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.

24 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Trade accounts receivable sold

3 unchanged sentences

Inventories consist of the following (in thousands):

November 30, 2020

February 28, 2021

August 31, 2020

5 unchanged sentences

Notes Payable and Long-Term Debt

Notes payable and long-term debt outstanding as of November 30, 2020 and August 31, 2020 are summarized below (in thousands):

Notes payable and long-term debt outstanding as of February 28, 2021 and August 31, 2020 are summarized below (in thousands):

Maturity Date

November 30, 2020

February 28, 2021

August 31, 2020

10 unchanged sentences

Notes payable and long-term debt, less current installments

(1) As of November 30, 2020, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

(1) As of February 28, 2021, the Company has $ 3.8 billion in available unused borrowing capacity under its revolving credit facilities.

The Revolving Credit Facility under the five-year unsecured credit facility entered into on January 22, 2020 (the “Credit Facility”) acts as the back-up facility for commercial paper outstanding, if any.

5 unchanged sentences

The Company is also subject to certain covenants requiring the Company to offer to repurchase the 4.700 %, 4.900 %, 3.950 %, 3.600 % or 3.000 % Senior Notes upon a change of control.

As of November 30, 2020 and August 31, 2020, the Company was in compliance with its debt covenants.

As of February 28, 2021 and August 31, 2020, the Company was in compliance with its debt covenants.

Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.

2 unchanged sentences

The Company continues servicing the receivables sold and in exchange receives a servicing fee under each of the asset-backed securitization programs.

Servicing fees related to each of the asset-backed securitization programs recognized during the three months ended November 30, 2020 and 2019 were not material.

Servicing fees related to each of the asset-backed securitization programs recognized during the three months and six months ended February 28, 2021 and February 29, 2020 were not material.

4 unchanged sentences

Accordingly, the special purpose entity associated with the foreign asset-backed securitization program is included in the Company’s Condensed Consolidated Financial Statements.

As of November 30, 2020, the special purpose entity has liabilities for which creditors do not have recourse to the general credit of the Company (primary beneficiary).

As of February 28, 2021, the special purpose entity has liabilities for which creditors do not have recourse to the general credit of the Company (primary beneficiary).

The liabilities cannot exceed the maximum amount of net cash proceeds under the foreign asset-backed securitization program.

The foreign asset-backed securitization program contains a guarantee of payment by the special purpose entity, in an amount approximately equal to the net cash proceeds under the program.

No liability has been recorded for obligations under the guarantee as of November 30, 2020.

No liability has been recorded for obligations under the guarantee as of February 28, 2021.

The special purpose entity in the North American asset-backed securitization program is a wholly-owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements.

Certain unsold receivables covering the maximum amount of net cash proceeds available under the North American asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of November 30, 2020.

Following is a summary of the asset-backed securitization programs and key terms:

5 unchanged sentences

(1) Maximum amount available at any one time.

(2) As of November 30, 2020, the Company had up to $ 6.3 million in available liquidity under its asset-backed securitization programs.

(2) As of February 28, 2021, the Company had up to $ 53.3 million in available liquidity under its asset-backed securitization programs.

In connection with the asset-backed securitization programs, the Company recognized the following (in millions):

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Trade accounts receivable sold

6 unchanged sentences

The foreign asset-backed securitization program covenants include limitations on certain corporate actions such as mergers and consolidations.

As of November 30, 2020 and August 31, 2020, the Company was in compliance with all covenants under the asset-backed securitization programs.

As of February 28, 2021 and August 31, 2020, the Company was in compliance with all covenants under the asset-backed securitization programs.

Accrued Expenses

Accrued expenses consist of the following (in thousands):

November 30, 2020

February 28, 2021

August 31, 2020

3 unchanged sentences

Accrued expenses

(1) Revenue recognized during the three months ended November 30, 2020 and 2019 that was included in the contract liability balance as of August 31, 2020 and 2019 was $ 170.3 million and $ 101.4 million, respectively.

(1) Revenue recognized during the six months ended February 28, 2021 and February 29, 2020 that was included in the contract liability balance as of August 31, 2020 and 2019 was $ 233.3 million and $ 201.1 million, respectively.

Postretirement and Other Employee Benefits

Net Periodic Benefit Cost

The following table provides information about the net periodic benefit cost for all plans for the three months ended November 30, 2020 and 2019 (in thousands):

The following table provides information about the net periodic benefit cost for all plans for the three months and six months ended February 28, 2021 and February 29, 2020 (in thousands):

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Service cost (1)

14 unchanged sentences

Forward contracts are put in place to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.

A hedging relationship existed with an aggregate notional amount outstanding of $ 1.0 billion and $ 355.2 million as of November 30, 2020 and August 31, 2020, respectively.

A hedging relationship existed with an aggregate notional amount outstanding of $ 658.1 million and $ 355.2 million as of February 28, 2021 and August 31, 2020, respectively.

The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges.

The forward foreign exchange contract transactions will effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between December 1, 2020 and November 30, 2021.

The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between March 1, 2021 and November 30, 2021.

In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity.

The aggregate notional amount of these outstanding contracts as of November 30, 2020 and August 31, 2020, was $ 3.5 billion and $ 2.9 billion, respectively.

The aggregate notional amount of these outstanding contracts as of February 28, 2021 and August 31, 2020, was $ 3.2 billion and $ 2.9 billion, respectively.

Refer to Note 16 – “Fair Value Measurements” for the fair values and classification of the Company’s derivative instruments.

5 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Forward foreign exchange contracts (1)

Cost of revenue

(1) During the three months ended November 30, 2020 and 2019, the Company recognized $ 72.9 million and $ 28.9 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

(1) For the three months and six months ended February 28, 2021, the Company recognized $ 26.2 million and $ 99.1 million, respectively, of foreign currency losses in cost of revenue, which are offset by the gains from the forward foreign exchange contracts.

During the three months and six months ended February 29, 2020, the Company recognized $ 7.6 million and $ 36.4 million, respectively, of foreign currency losses in cost revenue, which are offset by the gains from the forward foreign exchange contracts.

Interest Rate Risk Management

1 unchanged sentence

Cash Flow Hedges

The following table presents the interest rate swaps outstanding as of November 30, 2020, which have been designated as hedging instruments and accounted for as cash flow hedges:

The following table presents the interest rate swaps outstanding as of February 28, 2021, which have been designated as hedging instruments and accounted for as cash flow hedges:

Interest Rate Swap Summary

11 unchanged sentences

In addition, the Company entered into interest rate swaps to offset future exposures of fluctuations in the fair value of the 2020 Extended Interest Rate Swaps (the “Offsetting Interest Rate Swaps”).

Accumulated Other Comprehensive Income

The following table sets forth the changes in accumulated other comprehensive income (loss) (“AOCI”), net of tax, by component for the three months ended November 30, 2020 (in thousands):

Accumulated Other Comprehensive (Loss) Income

The following table sets forth the changes in accumulated other comprehensive (loss) income (“AOCI”), net of tax, by component for the six months ended February 28, 2021 (in thousands):

Balance as of August 31, 2020

2 unchanged sentences

Other comprehensive income (loss) (1)

Balance as of November 30, 2020

Balance as of February 28, 2021

(1) Amounts are net of tax, which are immaterial.

1 unchanged sentence

Three months ended

Six months ended

Comprehensive Income Components

Financial Statement Line Item

November 30, 2020

November 30, 2019

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Realized (gains) losses on derivative instruments:

5 unchanged sentences

(1) The Company expects to reclassify $ 4.7 million into earnings during the next twelve months, which will primarily be classified as a component of cost of revenue.

(2) Amounts are net of tax, which are immaterial for the three months ended November 30, 2020 and 2019.

(2) Amounts are net of tax, which are immaterial for the three months and six months ended February 28, 2021 and February 29, 2020.

Stockholders’ Equity

1 unchanged sentence

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Restricted stock units

Employee stock purchase plan

On October 15, 2020, the Company’s Board of Directors approved the proposed 2021 Equity Incentive Plan (the “2021 Plan”).

The 2021 Plan will replace the Company’s 2011 Stock Award and Incentive Plan, which terminated on October 21, 2020.

The proposed 2021 Plan will be voted on during the annual meeting of shareholders to be held on January 21, 2021.

On January 21, 2021, the 2021 Equity Incentive Plan (the “2021 EIP”) was approved by the shareholders of the Company.

The 2021 EIP replaced the Company’s 2011 Stock Award and Incentive Plan, which terminated on October 21, 2020.

As of February 28, 2021, the shares available to be issued under the 2021 EIP were 10,919,155 .

Restricted Stock Units

1 unchanged sentence

The time-based restricted stock units generally vest on a graded vesting schedule over three years .

The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150 %, depending on the specified performance condition and the level of achievement obtained.

T he performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 150 %, depending on the specified performance condition and the level of achievement obtained.

The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period.

The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200 %, depending on the specified performance condition and the level of achievement obtained.

The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

During both the three months ended November 30, 2020 and 2019, the Company awarded approximately 1.1 million time-based restricted stock units, 0.3 million performance-based restricted stock units and 0.3 million market-based restricted stock units, respectively.

The market-based restricted stock units ha ve a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company.

During the six months ended February 28, 2021 and February 29, 2020, the Company awarded approximately 1.2 million and 1.1 million time-based restricted stock units, respectively, 0.4 million and 0.3 million performance-based restricted stock units, respectively, and 0.3 million and 0.3 million market-based restricted stock units, respectively.

The following represents the stock-based compensation information as of the period indicated (in thousands):

November 30, 2020

February 28, 2021

Unrecognized stock-based compensation expense—restricted stock units

3 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Common stock outstanding:

1 unchanged sentence

Shares issued upon exercise of stock options

Shares issued under employee stock purchase plan

Vesting of restricted stock

3 unchanged sentences

( 1,767,782 )

( 3,366,262 )

( 4,388,059 )

Ending balances

(1) In September 2019, the Company’s Board of Directors authorized the repurchase of up to $ 600.0 million of the Company’s common stock as part of a two-year capital allocation framework (the “2020 Share Repurchase Program”).

As of November 30, 2020, 7.5 million shares had been repurchased for $ 263.9 million and $ 336.1 million remains available under the 2020 Share Repurchase Program.

As of February 28, 2021, 9.4 million shares had been repurchased for $ 345.9 million and $ 254.1 million remains available under the 2020 Share Repurchase Program.

The 2020 Share Repurchase Program authorization expires at the end of fiscal year 2021.

Concentration of Risk and Segment Data

1 unchanged sentence

Sales of the Company’s products are concentrated among specific customers.

During the three months ended November 30, 2020, the Company’s five largest customers accounted for approximately 50 % of its net revenue and 68 customers accounted for approximately 90 % of its net revenue.

During the six months ended February 28, 2021, the Company’s five largest customers accounted for approximately 49 % of its net revenue and 75 customers accounted for approximately 90 % of its net revenue.

Sales to these customers were reported in the Electronics Manufacturing Services (“EMS”) and Diversified Manufacturing Services (“DMS”) operating segments.

12 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

February 28, 2021

February 29, 2020

Timing of transfer

Point in time

Six months ended

February 28, 2021

February 29, 2020

Timing of transfer

Point in time

The following tables set forth operating segment information (in thousands):

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Segment income and reconciliation of income before income tax

5 unchanged sentences

Distressed customer charge

Business interruption and impairment charges, net

Acquisition and integration charges

Impairment on securities

Other expense (net of periodic benefit cost)

2 unchanged sentences

Income before income tax

November 30, 2020

February 28, 2021

August 31, 2020

Other non-allocated assets

As of November 30, 2020, the Company operated in 31 countries worldwide.

As of February 28, 2021, the Company operated in 31 countries worldwide.

Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale.

1 unchanged sentence

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Foreign source revenue

2 unchanged sentences

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Employee severance and benefit costs

1 unchanged sentence

Total restructuring, severance and related charges (1)

(1) Primarily relates to the 2020 Restructuring Plan, and includes $( 3.0 ) million and $ 17.4 million recorded in the EMS segment, $ 1.0 million and $ 25.2 million recorded in the DMS segment and $ 0.3 million and $ 2.7 million of non-allocated charges for the three months ended November 30, 2020 and 2019, respectively.

(1) Primarily relates to the 2020 Restructuring Plan, and includes $ 2.5 million and $ 14.7 million recorded in the EMS segment, $ 4.0 million and $ 14.5 million recorded in the DMS segment and $ 0.1 million and $ 0.4 million of non-allocated charges for the three months ended February 28, 2021 and February 29, 2020, respectively.

Includes $( 0.5 ) million and $ 32.1 million recorded in the EMS segment, $ 5.0 million and $ 39.7 million recorded in the DMS segment and $ 0.4 million and $ 3.1 million of non-allocated charges for the six months ended February 28, 2021 and February 29, 2020, respectively.

Except for asset write-off costs, all restructuring, severance and related charges are cash costs.

2 unchanged sentences

This action includes headcount reductions and capacity realignment (the “2020 Restructuring Plan”).

The 2020 Restructuring Plan reflects the Company’s intention only and restructuring decisions, and the timing of such decisions, at certain locations are still subject to consultation with the Company’s employees and their representatives.

Upon completion of the 2020 Restructuring Plan, the Company expects to recognize approximately $ 85.0 million in restructuring and other related costs.

The Company incurred $ 76.9 million of costs during fiscal year 2020 and anticipates incurring the remaining costs during fiscal year 2021 for employee severance and benefit costs, asset write-off costs, and other related costs.

The 2020 Restructuring Plan, totaling $ 85.0 million in restructuring and other related costs, is substantially complete as of February 28, 2021.

The table below summarizes the Company’s liability activity, primarily associated with the 2020 Restructuring Plan

8 unchanged sentences

Cash payments

Balance as of November 30, 2020

The Company’s liability associated with the worldwide workforce reduction is $ 27.5 million as of November 30, 2020.

Balance as of February 28, 2021

The Company’s liability associated with the worldwide workforce reduction initiated in the third quarter of fiscal year 2020 is $ 18.3 million as of February 28, 2021.

Effective Income Tax Rate

1 unchanged sentence

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

federal statutory income tax rate

Effective income tax rate

The effective income tax rate decreased for the three months ended November 30, 2020, compared to the three months ended November 30, 2019, primarily due to increased income for the three months ended November 30, 2020, driven in part by decreased restructuring charges in tax jurisdictions with minimal related income tax benefit.

The effective income tax rate decreased for the three months and six months ended February 28, 2021, compared to the three months and six months ended February 29, 2020, primarily due to increased income for the three months and six months ended February 28, 2021, driven in part by decreased restructuring charges in tax jurisdictions with minimal related income tax benefit.

The effective income tax rate differed from the U.S.

federal statutory income tax rate of 21.0% during the three months ended November 30, 2020 and 2019, primarily due to:

federal statutory income tax rate of 21.0% during the three months and six months ended February 28, 2021 and February 29, 2020, primarily due to:

(i) losses in tax jurisdictions with existing valuation allowances and (ii) tax incentives granted to sites in Brazil, China, Malaysia, Singapore and Vietnam.

5 unchanged sentences

Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive.

Performance-based restricted stock units are considered dilutive when the related performance criteria

have been met assuming the end of the reporting period represents the end of the performance period.

Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period.

All potential shares of common stock are antidilutive in periods of net loss.

1 unchanged sentence

Three months ended

November 30, 2020

November 30, 2019

Six months ended

February 28, 2021

February 29, 2020

February 28, 2021

February 29, 2020

Restricted stock units

The following table sets forth cash dividends declared by the Company to common stockholders during the three months ended November 30, 2020 and 2019 (in thousands, except for per share data):

Employee stock purchase plan

Stock appreciation rights

The following table sets forth cash dividends declared by the Company to common stockholders during the six months ended February 28, 2021 and February 29, 2020 (in thousands, except for per share data):

Declaration Date

7 unchanged sentences

December 2, 2020

January 21, 2021

February 15, 2021

March 2, 2021

Fiscal Year 2020:

2 unchanged sentences

December 2, 2019

January 23, 2020

February 14, 2020

March 4, 2020

Business Acquisitions

2 unchanged sentences

On October 26, 2020, under the terms of the Framework Agreement, the Company completed the fourth closing of its acquisition of certain assets of JJMD.

The preliminary aggregate purchase price paid for the fourth closing was approximately $ 18.4 million in cash, which remains subject to certain post-closing adjustments based on conditions within the Framework Agreement.

The preliminary aggregate purchase price paid for the fourth closing was approximately

$ 18.4 million in cash, which remains subject to certain post-closing adjustments based on conditions within the Framework Agreement.

Total assets acquired of $ 30.6 million and total liabilities assumed of $ 12.2 million were recorded at their estimated fair values as of the acquisition date.

9 unchanged sentences

Fair Value Hierarchy

November 30, 2020

February 28, 2021

August 31, 2020

6 unchanged sentences

Derivatives not designated as hedging instruments (Note 8)

Other assets:

Forward interest rate swap:

Derivatives designated as hedging instruments (Note 8)

Accrued expenses:

9 unchanged sentences

Extended interest rate swap not designated as a hedging instrument (Note 8)

Forward interest rate swaps:

Derivatives designated as hedging instruments (Note 8)

(1) Consist of investments that are readily convertible to cash with original maturities of 90 days or less.

6 unchanged sentences

Assets Held for Sale

The following table presents the assets held for sale (in thousands):

November 30, 2020

The following table presents the assets held for sale:

February 28, 2021

August 31, 2020

11 unchanged sentences

The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated:

November 30, 2020

February 28, 2021

August 31, 2020

12 unchanged sentences

Commitments and Contingencies

During the six months ended February 28, 2021, the Company entered into certain new finance leases with minimum lease payments of $ 95.3 million, due primarily in 2023.

Legal Proceedings

The Company is party to certain lawsuits in the ordinary course of business.

6 unchanged sentences

During fiscal year 2018, the FASB issued a new accounting standard which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

This guidance is effective for the Company beginning in the first quarter of fiscal year 2021.

This guidance is effective for the Company beginning

in the first quarter of fiscal year 2021.

The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

42 unchanged sentences

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