WD 40 CO 10-Q

Item 1. Financial Statements WD-40 C OMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except share and per share amounts) May 31, August 31, 2020 2019 Assets Current assets: Cash and cash equivalents $ 88,555 $ 27,233 Trade accounts receivable, less allowance for doubtful accounts of $ 399 and $ 300 at May 31, 2020 and August 31, 2019, respectively 76,390 72,864 Inventories 42,970 40,682 Other current assets 5,350 7,216 Total current assets 213,265 147,995 Property and equipment, net 56,712 45,076 Goodwill 95,376 95,347 Other intangible assets, net 8,821 10,652 Operating lease right-of-use assets 7,769 - Deferred tax assets, net 422 403 Other assets 3,586 3,189 Total assets $ 385,951 $ 302,662 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 17,386 $ 18,727 Accrued liabilities 18,017 18,513 Accrued payroll and related expenses 9,653 15,301 Short-term borrowings 70,800 21,205 Income taxes payable 1,893 844 Total current liabilities 117,749 74,590 Long-term borrowings 94,566 60,221 Deferred tax liabilities, net 11,457 11,688 Long-term operating lease liabilities 6,346 - Other long-term liabilities 10,850 10,688 Total liabilities 240,968 157,187 Commitments and Contingencies (Note 12) Shareholders' equity: Common stock ― authorized 36,000,000 shares, $ 0.001 par value; 19,812,685 and 19,773,977 shares issued at May 31, 2020 and August 31, 2019, respectively; and 13,664,786 and 13,718,661 shares outstanding at May 31, 2020 and August 31, 2019, respectively 20 20 Additional paid-in capital 157,101 155,132 Retained earnings 388,265 374,060 Accumulated other comprehensive loss ( 32,323 ) ( 32,482 ) Common stock held in treasury, at cost ― 6,147,899 and 6,055,316 shares at May 31, 2020 and August 31, 2019, respectively ( 368,080 ) ( 351,255 ) Total shareholders' equity 144,983 145,475 Total liabilities and shareholders' equity $ 385,951 $ 302,662 See accompanying notes to condensed consolidated financial statements. 3 WD-40 COMPANY CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS (Unaudited and in thousands, except per share amounts) Three Months Ended May 31, Nine Months Ended May 31, 2020 2019 2020 2019 Net sales $ 98,247 $ 113,989 $ 296,852 $ 316,606 Cost of products sold 45,197 51,906 136,657 142,534 Gross profit 53,050 62,083 160,195 174,072 Operating expenses: Selling, general and administrative 27,922 31,956 90,427 95,278 Advertising and sales promotion 4,764 6,270 15,211 17,420 Amortization of definite-lived intangible assets 552 655 1,856 2,056 Total operating expenses 33,238 38,881 107,494 114,754 Income from operations 19,812 23,202 52,701 59,318 Other income (expense): Interest income 20 27 73 123 Interest expense ( 778 ) ( 567 ) ( 1,813 ) ( 1,962 ) Other income (expense), net 27 ( 45 ) ( 197 ) 828 Income before income taxes 19,081 22,617 50,764 58,307 Provision for income taxes 4,557 4,478 9,719 10,983 Net income $ 14,524 $ 18,139 $ 41,045 $ 47,324 Earnings per common share: Basic $ 1.06 $ 1.30 $ 2.98 $ 3.40 Diluted $ 1.06 $ 1.30 $ 2.98 $ 3.39 Shares used in per share calculations: Basic 13,674 13,790 13,700 13,821 Diluted 13,700 13,820 13,727 13,853 See accompanying notes to condensed consolidated financial statements. ‎ 4 WD-40 COMPANY CONDENSED CONSOLIDATED STATEM ENTS OF COMPREHENSIVE INCOME (Unaudited and in thousands) Three Months Ended May 31, Nine Months Ended May 31, 2020 2019 2020 2019 Net income $ 14,524 $ 18,139 $ 41,045 $ 47,324 Other comprehensive (loss) income: Foreign currency translation adjustment ( 1,855 ) ( 2,406 ) 159 ( 3,724 ) Total comprehensive income $ 12,669 $ 15,733 $ 41,204 $ 43,600 See accompanying notes to condensed consolidated financial statements. 5 WD-40 COMPANY CONDENSED CONSOLIDATED STA TEMENT OF SHAREHOLDERS' EQUITY (Unaudited and in thousands, except share and per share amounts) Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Treasury Stock Shareholders' Shares Amount Capital Earnings Income (Loss) Shares Amount Equity Balance at August 31, 2019 19,773,977 $ 20 $ 155,132 $ 374,060 $ ( 32,482 ) 6,055,316 $ ( 351,255 ) $ 145,475 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 22,342 - ( 2,640 ) ( 2,640 ) Stock-based compensation 2,214 2,214 Cash dividends ($ 0.61 per share) ( 8,406 ) ( 8,406 ) Acquisition of treasury stock 26,800 ( 4,957 ) ( 4,957 ) Foreign currency translation adjustment 2,112 2,112 Net income 12,194 12,194 Balance at November 30, 2019 19,796,319 $ 20 $ 154,706 $ 377,848 $ ( 30,370 ) 6,082,116 $ ( 356,212 ) $ 145,992 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 16,366 - - Stock-based compensation 1,675 1,675 Cash dividends ($ 0.67 per share) ( 9,236 ) ( 9,236 ) Acquisition of treasury stock 24,774 ( 4,701 ) ( 4,701 ) Foreign currency translation adjustment ( 98 ) ( 98 ) Net income 14,327 14,327 Balance at February 29, 2020 19,812,685 $ 20 $ 156,381 $ 382,939 $ ( 30,468 ) 6,106,890 $ ( 360,913 ) $ 147,959 Stock-based compensation 720 720 Cash dividends ($ 0.67 per share) ( 9,198 ) ( 9,198 ) Acquisition of treasury stock 41,009 ( 7,167 ) ( 7,167 ) Foreign currency translation adjustment ( 1,855 ) ( 1,855 ) Net income 14,524 14,524 Balance at May 31, 2020 19,812,685 $ 20 $ 157,101 $ 388,265 $ ( 32,323 ) 6,147,899 $ ( 368,080 ) $ 144,983 See accompanying notes to condensed consolidated financial statements. 6 WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited and in thousands, except share and per share amounts) Accumulated Additional Other Total Common Stock Paid-in Retained Comprehensive Treasury Stock Shareholders' Shares Amount Capital Earnings Income (Loss) Shares Amount Equity Balance at August 31, 2018 19,729,774 $ 20 $ 153,469 $ 351,266 $ ( 27,636 ) 5,879,361 $ ( 321,630 ) $ 155,489 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 24,062 - ( 2,425 ) ( 2,425 ) Stock-based compensation 1,965 1,965 Cash dividends ($ 0.54 per share) ( 7,522 ) ( 7,522 ) Acquisition of treasury stock 41,184 ( 6,863 ) ( 6,863 ) Foreign currency translation adjustment ( 1,631 ) ( 1,631 ) Cumulative effect of change in accounting principle ( 324 ) ( 324 ) Net income 13,279 13,279 Balance at November 30, 2018 19,753,836 $ 20 $ 153,009 $ 356,699 $ ( 29,267 ) 5,920,545 $ ( 328,493 ) $ 151,968 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 16,503 - ( 8 ) ( 8 ) Stock-based compensation 1,393 1,393 Cash dividends ($ 0.61 per share) ( 8,489 ) ( 8,489 ) Acquisition of treasury stock 29,500 ( 5,198 ) ( 5,198 ) Foreign currency translation adjustment 313 313 Net income 15,906 15,906 Balance at February 28, 2019 19,770,339 $ 20 $ 154,394 $ 364,116 $ ( 28,954 ) 5,950,045 $ ( 333,691 ) $ 155,885 Stock-based compensation 589 589 Cash dividends ($ 0.61 per share) ( 8,457 ) ( 8,457 ) Acquisition of treasury stock 61,500 ( 10,323 ) ( 10,323 ) Foreign currency translation adjustment ( 2,406 ) ( 2,406 ) Cumulative effect of change in accounting principle 98 ( 98 ) - Net income 18,139 18,139 Balance at May 31, 2019 19,770,339 $ 20 $ 154,983 $ 373,896 $ ( 31,458 ) 6,011,545 $ ( 344,014 ) $ 153,427 See accompanying notes to condensed consolidated financial statements. 7 WD-40 COMPANY CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (Unaudited and in thousands) Nine Months Ended May 31, 2020 2019 Operating activities: Net income $ 41,045 $ 47,324 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,980 5,710 Net gains on sales and disposals of property and equipment ( 115 ) ( 72 ) Deferred income taxes ( 221 ) 310 Stock-based compensation 4,609 3,947 Unrealized foreign currency exchange losses (gains) 30 ( 658 ) Provision for bad debts 98 95 Changes in assets and liabilities: Trade accounts receivable ( 3,006 ) ( 8,286 ) Inventories ( 2,433 ) ( 6,841 ) Other assets 1,443 7,099 Operating lease assets and liabilities, net 224 - Accounts payable and accrued liabilities ( 2,367 ) ( 8,458 ) Accrued payroll and related expenses ( 5,758 ) ( 2,297 ) Other long-term liabilities and income taxes payable 1,227 ( 1,602 ) Net cash provided by operating activities 40,756 36,271 Investing activities: Purchases of property and equipment ( 17,411 ) ( 8,701 ) Proceeds from sales of property and equipment 321 261 Maturities of short-term investments - 220 Net cash used in investing activities ( 17,090 ) ( 8,220 ) Financing activities: Treasury stock purchases ( 16,825 ) ( 22,384 ) Dividends paid ( 26,840 ) ( 24,468 ) Repayments of long-term senior notes ( 800 ) ( 800 ) Net proceeds of revolving credit facility 84,595 11,261 Shares withheld to cover taxes upon conversions of equity awards ( 2,640 ) ( 2,433 ) Net cash provided by (used in) financing activities 37,490 ( 38,824 ) Effect of exchange rate changes on cash and cash equivalents 166 ( 2,352 ) Net increase (decrease) in cash and cash equivalents 61,322 ( 13,125 ) Cash and cash equivalents at beginning of period 27,233 48,866 Cash and cash equivalents at end of period $ 88,555 $ 35,741 Supplemental disclosure of noncash investing activities: Accrued capital expenditures $ 454 $ 1,256 See accompanying notes to condensed consolidated financial statements. 8 WD-40 COMPANY NOTES TO CONDENSED CONSOL IDATED FINANCIAL STATEMENTS (Unaudited) Note 1. The Company WD-40 Company (“the Company”), based in San Diego, California, is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories and homes around the world. The Company markets its maintenance products and its homecare and cleaning products under the following well-known brands: WD-40®, 3-IN-ONE®, GT85®, X-14®, 2000 Flushes®, Carpet Fresh®, no vac®, Spot Shot®, 1001®, Lava® and Solvol®. Currently included in the WD-40 brand are the WD-40 Multi-Use Product and the WD-40 Specialist® and WD-40 BIKE® product lines . The Company’s brands are sold in various locations around the world. Maintenance products are sold worldwide in markets throughout North, Central and South America, Asia, Australia, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the United Kingdom (“U.K.”) and Australia. The Company’s products are sold primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets, sports retailers, independent bike dealers, online retailers and industrial distributors and suppliers. Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Consolidation The condensed consolidated financial statements included herein have been prepared by the Company, without audit, according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The August 31, 2019 year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. In the opinion of management, the unaudited financial information for the interim periods shown reflects all adjustments necessary for a fair statement thereof and such adjustments are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31 , 2019, which was filed with the SEC on October 22, 2019. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. Foreign Currency Forward Contracts In the normal course of business, the Company employs established policies and procedures to manage its exposure to fluctuations in foreign currency exchange rates. The Company’s U.K. subsidiary, whose functional currency is Pound Sterling, utilizes foreign currency forward contracts to limit its exposure to net asset balances held in non-functional currencies. The Company regularly monitors its foreign currency exchange rate exposures to ensure the overall effectiveness of its foreign currency hedge positions. While the Company engages in foreign currency hedging activity to reduce its risk, for accounting purposes, none of its foreign currency forward contracts are designated as hedges . 9 Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized currently in other income (expense) in the Company’s consolidated statements of operations. Cash flows from settlements of foreign currency forward contracts are included in operating activities in the consolidated statements of cash flows. Foreign currency forward contracts in an asset position at the end of the reporting period are included in other current assets, while foreign currency forward contracts in a liability position at the end of the reporting period are included in accrued liabilities in the Company’s consolidated balance sheets . At May 31, 2020, the Company had a notional amount of $ 8.7 million outstanding in foreign currency forward contracts, which matured on June 29, 2020 . Unrealized net gains and losses related to foreign currency forward contracts were no t significant at May 31, 2020 and May 31, 2019 . Realized net gains and losses related to foreign currency forward contracts were no t significant for both the three months ended May 31, 2020 and May 31, 2019. Realized net gains and losses related to foreign currency forward contracts were no t significant for both the nine months ended May 31, 2020 and May 31, 2019. Both unrealized and realized net gains and losses are recorded in other income (expense), net on the Company’s condensed consolidated statements of operations. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820, “ Fair Value Measurements and Disclosures” , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and Level 3: Unobservable inputs reflecting the Company’s own assumptions. Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of May 31, 2020, the Company had no assets or liabilities that are measured at fair value in the financial statements on a recurring basis, with the exception of the foreign currency forward contracts, which are classified as Level 2 within the fair value hierarchy. The carrying values of cash equivalents and short-term borrowings are recorded at cost, which approximates their fair values, primarily due to their short-term nature. In addition, the carrying value of borrowings held under the Company’s revolving credit facility approximates fair value, based on Level 2 inputs, due to the variable nature of underlying interest rates, which generally reflect market conditions. The Company’s fixed rate long-term borrowings consist of senior notes which are recorded at carrying value. The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 20.8 million as of May 31, 2020, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to its carrying value of $ 18.0 million . During the nine months ended May 31, 2020, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases ” under ASC 842, which supersedes lease accounting and disclosure requirements in ASC 840. The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for leases with fixed payment obligations and terms longer than twelve months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company adopted this new guidance on September 1, 2019 following the optional transition method described in ASU No. 2018-11, “ Leases – Targeted Improvements ” which was issued in July 2018, rather than the original modified retrospective approach that requires entities to apply the guidance at the beginning of the earliest period presented in the financial statements. Under the optional transition method, entities shall recognize the cumulative effect of initially applying the guidance as an adjustment to the opening balance of retained earnings on September 1, 2019. Therefore, the requirements of this guidance only apply for periods presented that are after the date of adoption and does not affect comparative periods. ‎ 10 Upon adoption, the Company elected practical expedients to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less from the consolidated balance sheets and will recognize related lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. The Company did not elect the hindsight practical expedient and also did not elect the package of practical expedients that would allow the Company to retain its conclusions under prior guidance for lease classification and initial direct costs for leases that commenced before the September 1, 2019 implementation date. During the implementation of this new standard, management was focused principally on, but not limited to, developing a complete inventory of the Company’s lease contracts and the terms and conditions contained within these contracts to appropriately account for them under the new lease model. Additionally, the Company has implemented updates to its accounting policies, business processes, systems and internal controls in support of adopting this new standard. Upon adoption on September 1, 2019, the Company’s total assets increased by $ 9.0 million and total liabilities increased by $ 9.2 million in the Company’s condensed consolidated balance sheets. The standard did not have a material impact on the condensed consolidated statements of operations or cash flows. Upon adoption, the cumulative effect of initially applying the guidance was insignificant and therefore no adjustment to the opening balance of retained earnings was made on September 1, 2019. See Note 6 – Leases for additional information and incremental disclosures related to the adoption of this standard. In March 2020, the FASB issued ASU No. 2020-04, “ Reference Rate Reform ” under ASC 848, intended to provide temporary optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the Company may apply the amendments prospectively to contract modifications made or relationships entered into or evaluated through December 31, 2022. The adoption of this guidance did not have an impact on the Company’s consolidated financial statements in the current period, but we will continue to evaluate the impacts of this guidance on future contract modifications. Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, “ Simplifying the Accounting for Income Taxes ” under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within that fiscal year. Early adoption is permitted. The Company is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures . Note 3. Inventories Inventories consist primarily of raw materials and components, finished goods, and product held at third-party contract manufacturers. Inventories are stated at the lower of cost or market and cost is determined based on a first-in, first-out method or, for a portion of raw materials inventory, the average cost method. Inventories consisted of the following (in thousands): May 31, August 31, 2020 2019 Product held at third-party contract manufacturers $ 4,117 $ 3,175 Raw materials and components 5,240 4,367 Work-in-process 954 257 Finished goods 32,659 32,883 Total $ 42,970 $ 40,682 ‎ 11 Note 4. Property and Equipment Property and equipment, net, consisted of the following (in thousands): May 31, August 31, 2020 2019 Machinery, equipment and vehicles $ 19,814 $ 19,356 Buildings and improvements 27,282 17,391 Computer and office equipment 5,516 5,328 Software 10,325 10,189 Furniture and fixtures 2,532 2,039 Capital in progress 18,550 16,747 Land 4,288 3,444 Subtotal 88,307 74,494 Less: accumulated depreciation and amortization ( 31,595 ) ( 29,418 ) Total $ 56,712 $ 45,076 At August 31, 2019, capital in progress on the balance sheet included £ 9.0 million Pound Sterling ($ 10.9 million in U.S. Dollars as converted at exchange rates as of August 31, 2019) associated with capital costs related to the purchase of the Company’s new office building and related land in Milton Keynes, England. Upon completion of the buildout and relocation of employees based in the United Kingdom to this new office building in the first quarter of fiscal year 2020, the Company placed these assets into service and reclassified the amounts recorded in capital in progress to the respective fixed asset categories, which includes amounts attributable to the land. Since all assets associated with this new office building are denominated in Pound Sterling, amounts will fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. Note 5. Goodwill and Other Intangible Assets Goodwill The following table summarizes the changes in the carrying amounts of goodwill by segment (in thousands): Americas EMEA Asia-Pacific Total Balance as of August 31, 2019 $ 85,420 $ 8,717 $ 1,210 $ 95,347 Translation adjustments 2 27 - 29 Balance as of May 31, 2020 $ 85,422 $ 8,744 $ 1,210 $ 95,376 There were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its goodwill subsequent to December 1, 2019, the date of its most recent annual goodwill impairment test, which was conducted during the second quarter of fiscal year 2020. Based on the results of the annual goodwill impairment test, the estimated fair value of each of the Company’s reporting units exceeded their respective carrying values so significantly that an impairment charge to the Company’s goodwill balances is remote, even in the event that the impacts of the novel coronavirus (“COVID-19”) pandemic significantly lower results in future periods. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill. ‎ 12 Definite-lived Intangible Assets The Company’s definite-lived intangible assets, which include the 2000 Flushes, Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names, the Belgium customer list, the GT85 customer relationships and the GT85 technology are included in other intangible assets, net in the Company’s condensed consolidated balance sheets. The following table summarizes the definite-lived intangible assets and the related accumulated amortization (in thousands): May 31, August 31, 2020 2019 Gross carrying amount $ 35,598 $ 35,531 Accumulated amortization ( 26,777 ) ( 24,879 ) Net carrying amount $ 8,821 $ 10,652 There has been no impairment charge for the nine months ended May 31, 2020 and there were no indicators of impairment identified as a result of the Company’s review of events and circumstances related to its existing definite-lived intangible assets. The Company’s review of events and circumstances included consideration of the ongoing COVID-19 pandemic. Changes in the carrying amounts of definite-lived intangible assets by segment for the nine months ended May 31, 2020 are summarized below (in thousands): Americas EMEA Asia-Pacific Total Balance as of August 31, 2019 $ 8,401 $ 2,251 $ - $ 10,652 Amortization expense ( 1,583 ) ( 273 ) - ( 1,856 ) Translation adjustments - 25 - 25 Balance as of May 31, 2020 $ 6,818 $ 2,003 $ - $ 8,821 The estimated amortization expense for the Company’s definite-lived intangible assets in future fiscal years is as follows (in thousands): Trade Names Customer-Based Remainder of fiscal year 2020 $ 314 $ 39 Fiscal year 2021 1,254 157 Fiscal year 2022 1,254 157 Fiscal year 2023 1,008 - Fiscal year 2024 1,002 - Thereafter 3,636 - Total $ 8,468 $ 353 Included in the total estimated future amortization expense is the amortization expense for the 1001 trade name and the GT85 intangible assets, which are based on current foreign currency exchange rates, and as a result amounts in future periods may differ from those presented due to fluctuations in those rates. ‎ 13 Note 6. Leases The Company leases real estate for its regional sales offices, a research and development facility, and offices located at its international subsidiaries and branch locations. In addition, the Company leases an automobile fleet in the United States. The Company has also identified warehouse leases within certain third-party distribution center service contracts. All other leases are insignificant to the Company’s consolidated financial statements. To determine if a contract contains a lease, the Company assesses its contracts and determines if there is an identified asset for which the Company has obtained the right to control, as defined in ASC 842. The Company records right-of-use assets and lease liabilities on its consolidated balance sheets for leases with an expected term greater than one year. The lease term includes the committed lease term, also taking into account early termination and renewal options that management is reasonably certain to exercise. For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. The Company’s estimated secured incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses the unsecured borrowing rate and risk-adjusts that rate to approximate a collateralized rate in the currency of the lease. As of May 31, 2020, finance leases were not significant and all leases recorded on the Company’s consolidated balances sheets were operating leases. Residual value guarantees, restrictions, covenants, sublease income, net gains or losses from sale and leaseback transactions, and transactions with related parties associated with leases are also not significant. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from nonlease components for real estate – office buildings, machinery and equipment, lab equipment, office equipment, furniture and fixtures, and IT equipment; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. However, the Company had no significant short-term leases as of May 31, 2020. Upon adoption of ASC 842 on September 1, 2019, the Company’s total assets increased by $ 9.0 million and total liabilities increased $ 9.2 million in the Company’s consolidated balance sheets. The adoption of this standard did not have a material impact on retained earnings, the consolidated statements of operations or cash flows. The Company obtained no significant additional right-of-use assets in exchange for lease obligations during the nine months ended May 31, 2020. The Company recorded $ 0.5 million and $ 1.5 million in lease expense during the three and nine months ended May 31, 2020, respectively. This lease expense was included in selling, general and administrative expenses. An insignificant amount of lease expense was classified within cost of products sold for both the three and nine months ended May 31, 2020. During the three and nine months ended May 31, 2020, the Company paid cash of $ 0.5 million and $ 1.5 million related to lease liabilities, respectively. Variable lease expense under the Company’s lease agreements were not significant for both the three and nine months ended May 31, 2020. As of May 31, 2020, the weighted-average remaining lease term was 7.2 years and the weighted-average discount rate was 3.1 % for the Company’s operating leases. There were no leases that had not yet commenced as of May 31, 2020 that will create additional significant rights and obligations for the Company. Right-of-use assets and lease liabilities consisted of the following (in thousands): May 31, 2020 Assets: Operating lease right-of-use assets $ 7,769 Liabilities: Current operating lease liabilities (1) 1,614 Long-term operating lease liabilities 6,346 Total operating lease liabilities $ 7,960 (1) Current operating lease liabilities are classified in accrued liabilities on the Company’s condensed consolidated balance sheet. 14 The Company’s maturities of its operating lease liabilities, including early termination and renewal options that management is reasonably certain to exercise, are as follows (in thousands): Operating Leases Remainder of fiscal year 2020 $ 495 Fiscal year 2021 1,730 Fiscal year 2022 1,331 Fiscal year 2023 1,156 Fiscal year 2024 1,094 Thereafter 3,212 Total undiscounted future cash flows $ 9,018 Less: Interest ( 1,058 ) Present value of lease liabilities $ 7,960 Future fiscal year minimum payments under non-cancelable operating leases in accordance with ASC 840 as of August 31, 2019 were as follows (in thousands): Operating Leases Fiscal year 2020 $ 1,988 Fiscal year 2021 1,470 Fiscal year 2022 827 Fiscal year 2023 348 Fiscal year 2024 975 Thereafter 932 Total undiscounted future cash flows $ 6,540 Note 7. Accrued and Other Liabilities Accrued liabilities consisted of the following (in thousands): May 31, August 31, 2020 2019 Accrued advertising and sales promotion expenses $ 9,802 $ 10,438 Accrued professional services fees 1,799 1,744 Accrued sales taxes and other taxes 1,337 1,418 Current operating lease liabilities 1,614 - Other 3,465 4,913 Total $ 18,017 $ 18,513 ‎ 15 Accrued payroll and related expenses consisted of the following (in thousands): May 31, August 31, 2020 2019 Accrued incentive compensation $ 2,876 $ 7,259 Accrued payroll 3,924 3,454 Accrued profit sharing 1,601 2,503 Accrued payroll taxes 797 1,566 Other 455 519 Total $ 9,653 $ 15,301 Note 8. Debt As of May 31, 2020, the Company held borrowings under two separate agreements as detailed below. Note Purchase and Private Shelf Agreement On November 15, 2017, the Company entered into the Note Purchase and Private Shelf Agreement (the “Note Agreement”) by and among the Company, PGIM, Inc. (“Prudential”), and certain affiliates and managed accounts of Prudential (the “Note Purchasers”), pursuant to which the Company agreed to sell $ 20.0 million aggregate principal amount of senior notes (the “Series A Notes”) to certain of the Note Purchasers. Since November 15, 2017, this note agreement has been amended two times, most recently on March 16, 2020 (the “Second Amendment”). The Second Amendment amended the Note Agreement to permit the Company (inclusive of its subsidiaries) to enter into an amended and restated credit agreement with Bank of America N.A. (“Bank of America”) . In addition, the Second Amendment includes certain conforming amendments to the Note Agreement consistent with the Company’s credit agreement with Bank of America, including a schedule of permitted consolidated capital expenditures and related carryforward provisions for unused portions each fiscal year. The Series A Notes bear interest at 3.39 % per annum and will mature on November 15, 2032 , unless earlier paid by the Company. Principal payments are required semi-annually in May and November of each year in equal installments of $ 0.4 million through May 15, 2032 , and the remaining outstanding principal in the amount of $ 8.4 million will become due on November 15, 2032 . Interest is also payable semi-annually in May and November of each year. During the nine months ended May 31, 2020, the Company repaid $ 0.8 million in principal on the Series A Notes pursuant to its semi-annual principal payment requirements. Pursuant to the Note Agreement, the Company may from time to time offer for sale, in one or a series of transactions, additional senior notes of the Company (the “Shelf Notes”) in an aggregate principal amount of up to $ 105.0 million. The Shelf Notes will have a maturity date of no more than 15.5 years after the date of original issuance and may be issued no later than November 15, 2020 . The Shelf Notes, if issued, would bear interest at a rate per annum as agreed upon amongst the Company and the purchasing parties and would have such other particular terms, as would be set forth in a confirmation of acceptance executed by the purchasing parties prior to the closing of each purchase and sale transaction. To date, the Company has issued no Shelf Notes. Pursuant to the Note Agreement, the Series A Notes and any Shelf Notes (collectively, the "Notes") can be prepaid at the Company’s sole discretion, in whole at any time or in part from time to time, at 100% of the principal amount of the Notes being prepaid, together with accrued and unpaid interest thereon as well as an additional make-whole payment with respect to such Notes. ‎ 16 Credit Agreement On March 16, 2020, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America. The Credit Agreement modified the Company’s previously existing agreement dated June 17, 2011 (as amended on January 7, 2013, May 13, 2015, November 16, 2015, September 1, 2016, November 15, 2017, February 23, 2018 and January 22, 2019). The Credit Agreement increased the revolving commitment from $ 100.0 million to $ 150.0 million and increased the sublimit for the revolving commitment for borrowing by WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India, from $ 50.0 million to $ 100.0 million. In addition to other non-material and technical amendments, the Credit Agreement also modified certain restrictive covenants. The Credit Agreement also includes a new schedule of permitted consolidated capital expenditures to permit the Company to make contemplated capital investments in the current and future fiscal years of up to $ 30.5 million in fiscal year 2020, $ 19.0 million in fiscal year 2021, and $ 15.0 million for fiscal years 2022, 2023, 2024 and 2025. The Credit Agreement also increased the carryforward from one fiscal year to the next fiscal year of unused Permitted Consolidated Capital Expenditures from $ 2.5 million to $ 5.0 million. The new maturity date for the revolving credit facility per the Credit Agreement is March 16, 2025 . Per the terms of the Credit Agreement, the aggregate amount of the Company’s capital stock that it may repurchase may not exceed $ 150.0 million during the period from January 22, 2019 to the maturity date of the agreement so long as no default exists immediately prior and after giving effect thereto. In addition, the Company may not declare or pay cash dividends in the current fiscal quarter that, when added to dividends paid in the prior three fiscal quarters, will exceed 75 % of the Company’s consolidated net income for the then most recently ended four quarters for which financial statements are delivered to Bank of America as required by the Credit Agreement (the “Dividend Covenant”). The Company’s Note Agreement with Prudential also has a conforming dividend covenant with identical terms. On April 8, 2020, the Company signed letters from Bank and America and Prudential acknowledging an agreement between the Company and both lenders to permit the Company to add back to its net income for the quarter ended August 31, 2019 a one-time, non-cash charge for an uncertain tax position associated with the Tax Cuts and Jobs Act “toll tax” in the amount of $ 8.7 million solely for the purpose of the Dividend Covenant. The Credit Agreement also features an autoborrow agreement providing for the automatic advance of revolving loans in U.S. Dollars to the Company’s designated account at Bank of America. Per the terms of the Credit Agreement, the Company’s outstanding balance on the autoborrow agreement cannot exceed an aggregate amount of $ 30.0 million. Since the autoborrow feature provides for borrowings to be made and repaid by the Company on a daily basis, any such borrowings made under an active autoborrow agreement are classified as short-term on the Company’s consolidated balance sheets. The Company had no outstanding balance under the autoborrow agreement as of May 31, 2020.   The Company assesses its ability and intent to refinance the outstanding draws on the line of credit at the end of each reporting period in order to determine the proper balance sheet classification for amounts outstanding on the line of credit. The Company has the ability to refinance any draw under the line of credit with successive short-term borrowings through the March 16, 2025 maturity date. Outstanding draws for which management has both the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term. During the nine months ended May 31, 2020, the Company repaid $ 5.0 million in short-term borrowings outstanding under the line of credit and drew an additional $ 90.0 million in U.S. Dollars, which included an $ 80.0 million draw in U.S. Dollars in March 2020 in response to the COVID-19 pandemic. Although the Company does not have any presently anticipated need for this additional liquidity, the Company decided to draw this additional amount to ensure future liquidity given the recent significant impact on global financial markets and the economy as a result of the COVID-19 pandemic. The Company maintains a balance of outstanding draws in U.S. Dollars in the Americas segment, as well as in Euros and Pound Sterling in the EMEA segment. Euro and Pound Sterling denominated draws will fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. As of May 31, 2020, the Company had a balance of $ 147.4 million of outstanding draws on the line of credit. Based on the Company’s ability and intent assessment, $ 77.4 million of this $ 147.4 million was classified as long-term and the remaining $ 70.0 million as short-term as of May 31, 2020. ‎ 17 Short-term and long-term borrowings consisted of the following (in thousands): May 31, August 31, 2020 2019 Short-term borrowings: Revolving credit facility, short-term $ 70,000 $ 20,000 Revolving credit facility, autoborrow feature - 405 Series A Notes, current portion of long-term debt 800 800 Total short-term borrowings 70,800 21,205 Long-term borrowings: Revolving credit facility 77,366 42,221 Series A Notes 17,200 18,000 Total long-term borrowings 94,566 60,221 Total $ 165,366 $ 81,426 Both the Note Agreement and the Credit Agreement contain representations, warranties, events of default and remedies, as well as affirmative, negative and other financial covenants customary for these types of agreements. These covenants include, among other things, certain limitations on the ability of the Company and its subsidiaries to incur indebtedness, create liens, dispose of assets, make investments, declare, make or incur obligations to make certain restricted payments, including the payment of dividends and payments for the repurchase shares of the Company’s capital stock and enter into certain merger or consolidation transactions. The Credit Agreement includes, among other limitations on indebtedness, a $ 35.0 million limit on other unsecured indebtedness, including indebtedness incurred under the Series A Notes and any Shelf Notes to be offered for sale under the Note Agreement. Each agreement also includes a most favored lender provision which requires that any time any other lender has the benefit of one or more financial or operational covenants that is different than, or similar to, but more restrictive than those contained in its own agreement, those covenants shall be immediately and automatically incorporated by reference to the other lender’s agreement. Both the Note Agreement and the Credit Agreement require the Company to adhere to the same financial covenants. For the financial covenants, the definition of consolidated EBITDA includes the add back of non-cash stock-based compensation to consolidated net income when arriving at consolidated EBITDA. The terms of the financial covenants are as follows:  The consolidated leverage ratio cannot be greater than three to one. The consolidated leverage ratio means, as of any date of determination, the ratio of (a) consolidated funded indebtedness as of such date to (b) consolidated EBITDA for the most recently completed four fiscal quarters.  The consolidated interest coverage ratio cannot be less than three to one. The consolidated interest coverage ratio means, as of any date of determination, the ratio of (a) consolidated EBITDA for the most recently completed four fiscal quarters to (b) consolidated interest charges for the most recently completed four fiscal quarters As of May 31, 2020, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement. ‎ 18 Note 9. Share Repurchase Plan On June 19, 201 8 , the Company’s Board of Directors approved a share buy-back plan. Under the plan, which became effective on September 1, 2018 and will remain in effect through August 31, 2020, the Company is authorized to acquire up to $ 75.0 million of its outstanding shares. The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer and in compliance with all laws and regulations applicable thereto. During the period from September 1, 2018 through May 31, 2020, the Company repurchased 268,538 shares at a total cost of $ 46.4 million under this $ 75.0 million plan. During the nine months ended May 31, 2020, the Company repurchased 92,583 shares at an average price of $ 181.71 per share, for a total cost of $ 16.8 million under this $ 75.0 million plan. On April 8, 2020, the Company elected to temporarily suspend repurchases under its current share buy-back plan. The Company has elected this suspension in order to preserve cash while it monitors the impacts of the COVID-19 pandemic as it continues to unfold. Note 10. Earnings per Common Share The table below reconciles net income to net income available to common shareholders (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2020 2019 2020 2019 Net income $ 14,524 $ 18,139 $ 41,045 $ 47,324 Less: Net income allocated to participating securities ( 68 ) ( 105 ) ( 203 ) ( 286 ) Net income available to common shareholders $ 14,456 $ 18,034 $ 40,842 $ 47,038 The table below summarizes the weighted-average number of common shares outstanding included in the calculation of basic and diluted EPS (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2020 2019 2020 2019 Weighted-average common shares outstanding, basic 13,674 13,790 13,700 13,821 Weighted-average dilutive securities 26 30 27 32 Weighted-average common shares outstanding, diluted 13,700 13,820 13,727 13,853 For the three months ended May 31, 2020, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,479 were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. There were no anti-dilutive stock-based equity awards outstanding for the three months ended May 31, 2019. For the nine months ended May 31, 2020 and May 31, 2019, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 8,229 and 1,443 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive. ‎ 19 Note 11. Revenue Recognition The following paragraphs detail the Company’s revenue recognition policies and provide additional information used in its determination of net sales and contract balances under ASC 606. Revenue Recognition The Company generates revenue from sales of its products to customers in its Americas, EMEA and Asia-Pacific segments. Product sales for the Company include maintenance products and homecare and cleaning products. The Company recognizes revenue related to the sale of these products when it satisfies a performance obligation in an amount reflecting the consideration to which it expects to be entitled. Sales are recorded net of allowances for damaged goods and other sales returns, sales incentives, trade promotions and cash discounts. The Company applies a five-step approach in determining the amount and timing of revenue to be recognized which includes the following: (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when the performance obligation is satisfied. Contracts with customers are renewable periodically and contain terms and conditions with respect to payment, delivery, sales incentives, warranty and supply, but do not require mandatory purchase commitments. In the absence of a specific sales agreement with a customer, the Company’s standard terms and conditions at the time of acceptance of purchase orders apply to the sales transaction. The Company’s standard terms and conditions are either included in a standalone document or on the Company’s price lists or both, and these standard terms and conditions are provided to the customer prior to the sales transaction. The Company considers the customer purchase orders, governed by specific sales agreements or the Company’s standard terms and conditions, to be the contract with the customer. The Company considers each transaction to sell products as separate and distinct, with no additional promises made, and as a result, all of the Company's sales are single performance obligation arrangements for which the transaction price is equivalent to the stated price of the product, net of any variable consideration for items such as sales returns, discounts, rebates and other sales incentives. The Company recognizes sales at a point in time upon transferring control of its product to the customer. This typically occurs when products are shipped or delivered, depending on when risks of loss and title have passed to the customer per the terms of the contract. Taxes imposed by governmental authorities on the Company's revenue, such as sales taxes and value added taxes, are excluded from net sales. Sales commissions are paid to certain third parties based upon specific sales levels achieved during a defined time period. Since the Company’s contracts related to these sales commissions do not exceed one year, the Company has elected as a practical expedient to expense these payments as incurred. The Company also elected the practical expedient related to shipping and handling fees which allows the Company to account for freight costs as fulfillment activities instead of assessing such activities as performance obligations. The Company’s freight costs are sometimes paid by the customer, while other times, the freight costs are included in the sales price. The Company does not account for freight costs as a separate performance obligation, but rather as an activity performed to transfer the products to its customers. Variable Consideration - Sales Incentives In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment related to variable consideration to determine the net consideration to which the Company expects to be entitled. The Company records estimates of variable consideration, which primarily includes rebates (cooperative marketing programs and volume-based discounts), coupon offers, cash discount allowances, and sales returns, as a reduction of sales in its consolidated statements of operations. These estimates are based on the expected value method considering all reasonably available information, including current and past trade promotion spending patterns, status of trade promotion activities, the interpretation of historical spending trends by customer and category, customer agreements and/or currently known factors that arise in the normal course of business. The Company reviews its assumptions and adjusts these estimates accordingly on a quarterly basis. Rebates/Other Discounts — The Company offers various on-going trade promotion programs with customers and provides other discounts to customers that require management to estimate and accrue for the expected costs of such programs or discounts. These programs include cooperative marketing, volume-based discounts, shelf price reductions, consideration and allowances given to retailers for shelf space and/or favorable display positions in their stores and other promotional activities. Other discounts include items such as charges from customers for services they provide related to the sale of WD-40 Company 20 products and penalties/fees associated with WD-40 Company failing to adhere to contractual obligations (e.g., errors on purchase orders, errors on shipment, late deliveries, etc.). Costs related to rebates, cooperative advertising and other promotional activities and other discounts are recorded as a reduction to sales upon delivery of the Company ’ s products to its customers. As of May 31, 2020 and August 31, 2019, the Company had a $ 6.6 million and $ 7.5 million balance in rebate/other discounts liabilities, respectively, included in accrued liabilities on the Company ’ s condensed consolidated balance sheets. The Company recorded approximately $ 5.2 million and $ 14.6 million in rebates/other discounts as a reduction to sales during the three and nine months ended May 31, 2020, respectively. Rebates/other discounts as a reduction to sales during the three and nine months ended May 31, 2019 were approximately $ 4.6 million and $ 13.4 million, respectively. Coupons — Coupon costs are based upon historical redemption rates and are recorded as a reduction to sales as incurred, which is when the coupons are circulated. Coupon redemption liabilities, which are included in accrued liabilities on the Company ’ s condensed consolidated balance sheets, were not significant at May 31, 2020 and August 31, 2019. Coupons recorded as a reduction to sales during the three and nine months ended May 31, 2020 and May 31, 2019, respectively, were also not significant. Cash discounts — The Company offers certain of its customers a cash discount program to incentivize them to pay the invoice earlier than the normal payment date on the invoice. Although payment terms vary, most customers typically pay within 30 to 90 days of invoicing. The Company had a $ 0.5 million balance in the allowance for cash discounts at both May 31, 2020 and August 31, 2019. The Company recorded approximately $ 1.1 million and $ 3.1 million in cash discounts as a reduction to sales during the three and nine months ended May 31, 2020, respectively. Cash discounts as a reduction to sales during the three and nine months ended May 31, 2019 were approximately $ 1.2 million and $ 3.2 million, respectively. Sales returns — The Company recognizes revenue net of allowances for estimated returns, which is based on historical return rates, with a corresponding reduction to cost of products sold. Although the Company typically does not have definitive sales return provisions included in the contract terms with its customers, when such provisions have been included, they have not been significant. Under the current revenue accounting standard, ASC 606, the Company is required to present its provision for sales returns on a gross basis as a liability. The Company ’ s refund liability for sales returns, which is included in accrued liabilities and represents the amount expected to be owed to the customers for product returns, was not significant at both May 31, 2020 and August 31, 2019. The Company now also records an asset for the value of inventory that represents the right to recover products from customers associated with sales returns. The value of this inventory is recorded to other current assets and the balance in this account associated with product returns was not significant at May 31, 2020. Disaggregation of Revenue The Company's revenue is presented on a disaggregated basis in Note 15 – Business Segments and Foreign Operations included in this report. The Company discloses certain information about its business segments, which are determined consistent with the way the Company’s Chief Operating Decision Maker organizes and evaluates financial information internally for making operating decisions and assessing performance. The Chief Operating Decision Maker assesses and measures revenue based on geographic area and product groups. Contract Balances Contract liabilities consists of deferred revenue related to undelivered products. Deferred revenue is recorded when payments have been received from customers for undelivered products. Revenue is subsequently recognized when revenue recognition criteria are met, generally when control of the product transfers to the customer. The Company had contract liabilities of $ 0.7 million as of May 31, 2020. Contract liabilities were not significant as of August 31, 2019. Contract liabilities are recorded in accrued liabilities on the Company ’ s condensed consolidated balance sheets. The Company did no t have any contract assets as of May 31, 2020 and August 31, 2019. ‎ 21 Note 12. Commitments and Contingencies Purchase Commitments The Company has ongoing relationships with various suppliers (contract manufacturers) who manufacture the Company’s products. The contract manufacturers maintain title and control of certain raw materials and components, materials utilized in finished products, and of the finished products themselves until shipment to the Company’s customers or third-party distribution centers in accordance with agreed upon shipment terms. Although the Company has definitive minimum purchase obligations included in the contract terms with certain of its contract manufacturers, when such obligations have been included, they have either been immaterial or the minimum amounts have been such that they are well below the volume of goods that the Company has historically purchased. In the ordinary course of business, supply needs are communicated by the Company to its contract manufacturers based on orders and short-term projections, ranging from two months to five months . The Company is committed to purchase the products produced by the contract manufacturers based on the projections provided . Upon the termination of contracts with contract manufacturers, the Company obtains certain inventory control rights and is obligated to work with the contract manufacturer to sell through all product held by or manufactured by the contract manufacturer on behalf of the Company during the termination notification period. If any inventory remains at the contract manufacturer at the termination date, the Company is obligated to purchase such inventory which may include raw materials, components and finished goods. The amounts for inventory purchased under termination commitments have been immaterial . In addition to the commitments to purchase products from contract manufacturers described above, the Company may also enter into commitments with other manufacturers to purchase finished goods and components to support innovation and renovation initiatives and/or supply chain initiatives. As of May 31, 2020, no such commitments were outstanding. Litigation From time to time, the Company is subject to various claims, law suits, investigations and proceedings arising in the ordinary course of business , including but not limited to, product liability litigation and other claims and proceedings with respect to intellectual property, breach of contract, labor and employment, tax and other matters . As of May 31, 2020, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss for the Company and, as to claims that the Company believes may result in a reasonably possible loss, the Company believes that no reasonably possible outcome of any such claim will have a materially adverse impact on the Company’s financial condition , results of operations or cash flows. For further information on the risks the Company faces from existing and future claims, suits, investigations and proceedings, see the Company’s risk factors disclosed in Part I―Item 1A, “Risk Factors,” in its Annual Report on Form 10-K for the fiscal year ended August 31, 2019, which was filed with the SEC on October 22, 2019. Indemnifications As permitted under Delaware law, the Company has agreements whereby it indemnifies senior officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company maintains Director and Officer insurance coverage that mitigates the Company’s exposure with respect to such obligations. As a result of the Company’s insurance coverage, management believes that the estimated fair value of these indemnification agreements is minimal . Thus, no liabilities have been recorded for these agreements as of May 31, 2020 . From time to time, the Company enters into indemnification agreements with certain contractual parties in the ordinary course of business, including agreements with lenders, lessors, contract manufacturers, marketing distributors, customers and certain vendors. All such indemnification agreements are entered into in the context of the particular agreements and are provided in an attempt to properly allocate risk of loss in connection with the consummation of the underlying contractual arrangements. Although the maximum amount of future payments that the Company could be required to make under these indemnification agreements is unlimited, management believes that the Company maintains adequate levels of insurance coverage to protect 22 the Company with respect to most potential claims arising from such agreements and that such agreements do not otherwise have value separate and apart from the liabilities incurred in the ordinary course of the Company’s business. Thus, no liabilities have been recorded with respect to such indemnification agreements as of May 31, 2020 . Note 13. Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The provision for income taxes was 23.9 % and 19.8 % of income before income taxes for the three months ended May 31, 2020 and May 31, 2019, respectively. The increase in the effective income tax rate from period to period was primarily due to a decrease in earnings from foreign operations resulting in a decrease in the net benefit received from the application of the GILTI / FDII calculation. The provision for income taxes was 19.1 % and 18.8 % of income before income taxes for the nine months ended May 31, 2020 and May 31, 2019, respectively. The increase in the effective income tax rate from period to period was primarily due to a decrease in the net benefit received from the application of GILTI / FDII calculation, partially offset by an increase in excess tax benefits from settlements of stock-based equity awards during the first six months of fiscal year 2020 that are recognized in the provision for income tax. The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. The Company is currently under examination by various state taxing authorities. Due to expired statutes, the Company’s federal income tax returns for years prior to fiscal year 2017 are not subject to examination by the U.S. Internal Revenue Service. Generally, for the majority of state and foreign jurisdictions where the Company does business, periods prior to fiscal year 2016 are no longer subject to examination . Estimated unrecognized tax benefits related to income tax positions may be affected by the resolution of tax examinations or expiring statutes of limitation within the next twelve months were not significant. Audit outcomes and the timing of settlements are subject to significant uncertainty . ‎ 23 Note 14. Business Segments and Foreign Operations The Company evaluates the performance of its segments and allocates resources to them based on sales and operating income. The Company is organized on the basis of geographical area into the following three segments: the Americas; EMEA; and Asia-Pacific. Segment data does not include inter-segment revenues. Unallocated corporate expenses are general corporate overhead expenses not directly attributable to the business segments and are reported separate from the Company’s identified segments. The corporate overhead costs include expenses for the Company’s accounting and finance, information technology, human resources, research and development, quality control and executive management functions, as well as all direct costs associated with public company compliance matters including legal, audit and other professional services costs. Summary information about reportable segments is as follows (in thousands): Unallocated For the Three Months Ended Americas EMEA Asia-Pacific Corporate (1) Total May 31, 2020: Net sales $ 50,094 $ 32,521 $ 15,632 $ - $ 98,247 Income from operations $ 14,424 $ 7,180 $ 5,736 $ ( 7,528 ) $ 19,812 Depreciation and amortization expense $ 1,128 $ 724 $ 72 $ 32 $ 1,956 Interest income $ 2 $ 1 $ 17 $ - $ 20 Interest expense $ 635 $ 142 $ 1 $ - $ 778 May 31, 2019: Net sales $ 52,966 $ 44,548 $ 16,475 $ - $ 113,989 Income from operations $ 15,418 $ 9,918 $ 4,352 $ ( 6,486 ) $ 23,202 Depreciation and amortization expense $ 1,137 $ 614 $ 71 $ 63 $ 1,885 Interest income $ 6 $ 1 $ 20 $ - $ 27 Interest expense $ 399 $ 167 $ 1 $ - $ 567 Nine Months Ended: May 31, 2020: Net sales $ 143,672 $ 113,519 $ 39,661 $ - $ 296,852 Income from operations $ 36,404 $ 26,354 $ 12,044 $ ( 22,101 ) $ 52,701 Depreciation and amortization expense $ 3,510 $ 2,099 $ 222 $ 149 $ 5,980 Interest income $ 15 $ 2 $ 56 $ - $ 73 Interest expense $ 1,367 $ 442 $ 4 $ - $ 1,813 May 31, 2019: Net sales $ 144,654 $ 124,259 $ 47,693 $ - $ 316,606 Income from operations $ 36,712 $ 28,923 $ 13,236 $ ( 19,553 ) $ 59,318 Depreciation and amortization expense $ 3,400 $ 1,930 $ 212 $ 168 $ 5,710 Interest income $ 22 $ 21 $ 80 $ - $ 123 Interest expense $ 1,727 $ 230 $ 5 $ - $ 1,962 (1) Unallocated corporate expenses are general corporate overhead expenses not directly attributable to any one of the business segments. These expenses are reported separate from the Company’s identified segments and are included in Selling, General and Administrative expenses on the Company’s condensed consolidated statements of operations. The Company’s Chief Operating Decision Maker does not review assets by segment as part of the financial information provided, and therefore, no asset information is provided in the above table. 24 Net sales by product group are as follows (in thousands): Three Months Ended May 31, Nine Months Ended May 31, 2020 2019 2020 2019 Maintenance products $ 87,859 $ 104,533 $ 268,676 $ 289,371 Homecare and cleaning products 10,388 9,456 28,176 27,235 Total $ 98,247 $ 113,989 $ 296,852 $ 316,606 Note 15. Subsequent Events On June 16, 2020 , the Company’s Board of Directors declared a cash dividend of $ 0.67 per share payable on July 31, 2020 to shareholders of record on July 17 , 2020 . ‎ 25