WD 40 CO 10-Q

Item 1. Financial Statements WD-40 COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except share and per share amounts) February 28, August 31, 2022 2021 Assets Current assets: Cash and cash equivalents $ 43,322 $ 85,961 Trade and other accounts receivable, less allowance for doubtful accounts of $ 366 and $ 463 at February 28, 2022 and August 31, 2021, respectively 103,582 89,558 Inventories 75,537 55,752 Other current assets 12,158 9,948 Total current assets 234,599 241,219 Property and equipment, net 69,334 70,145 Goodwill 95,754 95,869 Other intangible assets, net 6,478 7,244 Operating lease right-of-use assets 8,115 8,824 Deferred tax assets, net 853 858 Other assets 8,013 6,044 Total assets $ 423,146 $ 430,203 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 39,655 $ 33,499 Accrued liabilities 28,130 25,658 Accrued payroll and related expenses 13,133 25,662 Short-term borrowings 2,038 800 Income taxes payable 433 317 Total current liabilities 83,389 85,936 Long-term borrowings 112,809 114,940 Deferred tax liabilities, net 10,717 10,401 Long-term operating lease liabilities 6,356 7,062 Other long-term liabilities 11,025 11,482 Total liabilities 224,296 229,821 Commitments and Contingencies (Note 11) Shareholders' equity: Common stock ― authorized 36,000,000 shares, $ 0.001 par value; 19,887,516 and 19,856,865 shares issued at February 28, 2022 and August 31, 2021, respectively; and 13,660,980 and 13,708,966 shares outstanding at February 28, 2022 and August 31, 2021, respectively 20 20 Additional paid-in capital 164,192 163,737 Retained earnings 448,179 430,735 Accumulated other comprehensive loss ( 27,296 ) ( 26,030 ) Common stock held in treasury, at cost ― 6,226,536 and 6,147,899 shares at February 28, 2022 and August 31, 2021, respectively ( 386,245 ) ( 368,080 ) Total shareholders' equity 198,850 200,382 Total liabilities and shareholders' equity $ 423,146 $ 430,203 See accompanying notes to condensed consolidated financial statements. 3 WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited and in thousands, except per share amounts) Three Months Ended February 28, Six Months Ended February 28, 2022 2021 2022 2021 Net sales $ 129,986 $ 111,905 $ 264,732 $ 236,464 Cost of products sold 64,468 49,898 130,744 104,211 Gross profit 65,518 62,007 133,988 132,253 Operating expenses: Selling, general and administrative 34,819 35,478 73,242 71,455 Advertising and sales promotion 5,596 5,512 11,220 11,031 Amortization of definite-lived intangible assets 360 362 723 720 Total operating expenses 40,775 41,352 85,185 83,206 Income from operations 24,743 20,655 48,803 49,047 Other income (expense): Interest income 21 19 46 38 Interest expense ( 613 ) ( 610 ) ( 1,233 ) ( 1,180 ) Other income (expense), net 252 151 ( 77 ) 330 Income before income taxes 24,403 20,215 47,539 48,235 Provision for income taxes 4,895 3,024 9,476 7,421 Net income $ 19,508 $ 17,191 $ 38,063 $ 40,814 Earnings per common share: Basic $ 1.41 $ 1.25 $ 2.76 $ 2.97 Diluted $ 1.41 $ 1.24 $ 2.75 $ 2.96 Shares used in per share calculations: Basic 13,679 13,700 13,773 13,687 Diluted 13,704 13,729 13,804 13,718 See accompanying notes to condensed consolidated financial statements. ‎ 4 WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited and in thousands) Three Months Ended February 28, Six Months Ended February 28, 2022 2021 2022 2021 Net income $ 19,508 $ 17,191 $ 38,063 $ 40,814 Other comprehensive income (loss): Foreign currency translation adjustment 627 3,234 ( 1,266 ) 3,822 Total comprehensive income $ 20,135 $ 20,425 $ 36,797 $ 44,636 See accompanying notes to condensed consolidated financial statements. 5 WD-40 COMPANY CONDENSED CONSOLIDATED STATEMENTS 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, 2021 19,856,865 $ 20 $ 163,737 $ 430,735 $ ( 26,030 ) 6,147,899 $ ( 368,080 ) $ 200,382 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 30,072 - ( 4,246 ) ( 4,246 ) Stock-based compensation 2,891 2,891 Cash dividends ($ 0.72 per share) ( 9,905 ) ( 9,905 ) Acquisition of treasury stock 32,000 ( 7,386 ) ( 7,386 ) Foreign currency translation adjustment ( 1,893 ) ( 1,893 ) Net income 18,555 18,555 Balance at November 30, 2021 19,886,937 $ 20 $ 162,382 $ 439,385 $ ( 27,923 ) 6,179,899 $ ( 375,466 ) $ 198,398 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 579 - ( 75 ) ( 75 ) Stock-based compensation 1,885 1,885 Cash dividends ($ 0.78 per share) ( 10,714 ) ( 10,714 ) Acquisition of treasury stock 46,637 ( 10,779 ) ( 10,779 ) Foreign currency translation adjustment 627 627 Net income 19,508 19,508 Balance at February 28, 2022 19,887,516 $ 20 $ 164,192 $ 448,179 $ ( 27,296 ) 6,226,536 $ ( 386,245 ) $ 198,850 See accompanying notes to condensed consolidated financial statements. 6 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, 2020 19,812,685 $ 20 $ 157,850 $ 398,731 $ ( 28,208 ) 6,147,899 $ ( 368,080 ) $ 160,313 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 23,417 - ( 3,490 ) ( 3,490 ) Stock-based compensation 2,665 2,665 Cash dividends ($ 0.67 per share) ( 9,199 ) ( 9,199 ) Foreign currency translation adjustment 588 588 Net income 23,623 23,623 Balance at November 30, 2020 19,836,102 $ 20 $ 157,025 $ 413,155 $ ( 27,620 ) 6,147,899 $ ( 368,080 ) $ 174,500 Issuance of common stock under share-based compensation plan, net of shares withheld for taxes 19,564 - ( 5 ) ( 5 ) Stock-based compensation 1,877 1,877 Cash dividends ($ 0.67 per share) ( 9,217 ) ( 9,217 ) Acquisition of treasury stock - Foreign currency translation adjustment 3,234 3,234 Net income 17,191 17,191 Balance at February 28, 2021 19,855,666 $ 20 $ 158,897 $ 421,129 $ ( 24,386 ) 6,147,899 $ ( 368,080 ) $ 187,580 See accompanying notes to condensed consolidated financial statements. 7 WD-40 COMPANY CONDENSED CONSOLIDATE D STATEMENTS OF CASH FLOWS (Unaudited and in thousands) Six Months Ended February 28, 2022 2021 Operating activities: Net income $ 38,063 $ 40,814 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,082 3,458 Net gains on sales and disposals of property and equipment ( 123 ) ( 104 ) Deferred income taxes 367 152 Stock-based compensation 4,776 4,542 Unrealized foreign currency exchange (gains) losses ( 110 ) 139 Provision for bad debts ( 55 ) 175 Changes in assets and liabilities: Trade and other accounts receivable ( 15,178 ) ( 10,111 ) Inventories ( 20,369 ) ( 2,104 ) Other assets ( 4,328 ) ( 4,386 ) Operating lease assets and liabilities, net 1 9 Accounts payable and accrued liabilities 9,624 7,398 Accrued payroll and related expenses ( 12,356 ) 1,584 Other long-term liabilities and income taxes payable ( 311 ) 944 Net cash provided by operating activities 4,083 42,510 Investing activities: Purchases of property and equipment ( 3,860 ) ( 7,605 ) Proceeds from sales of property and equipment 289 239 Net cash used in investing activities ( 3,571 ) ( 7,366 ) Financing activities: Treasury stock purchases ( 18,165 ) - Dividends paid ( 20,619 ) ( 18,416 ) Proceeds from issuance of long-term senior notes - 52,000 Repayments of long-term senior notes ( 400 ) ( 400 ) Net proceeds (repayments) of revolving credit facility 1,238 ( 50,000 ) Shares withheld to cover taxes upon conversions of equity awards ( 4,321 ) ( 3,495 ) Net cash used in financing activities ( 42,267 ) ( 20,311 ) Effect of exchange rate changes on cash and cash equivalents ( 884 ) 1,086 Net (decrease) increase in cash and cash equivalents ( 42,639 ) 15,919 Cash and cash equivalents at beginning of period 85,961 56,462 Cash and cash equivalents at end of period $ 43,322 $ 72,381 Supplemental disclosure of noncash investing activities: Accrued capital expenditures $ 798 $ 1,638 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 owns a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, 2000 Flushes®, no vac®, 1001®, Spot Shot®, Lava®, Solvol®, X-14®,and Carpet Fresh®. The Company’s products 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 warehouse club stores, hardware stores, automotive parts outlets, industrial distributors and suppliers, mass retail and home center stores, value retailers, grocery stores, online retailers, farm supply, sport retailers, and independent bike dealers. 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, 2021 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 , 2021, which was filed with the SEC on October 22, 2021. 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. COVID-19 Considerations The COVID-19 pandemic has adversely impacted global economic conditions and has contributed to significant volatility in financial markets beginning in early calendar year 2020, as described in the “ Impact of COVID-19 on Our Business ” portion of the section titled “Significant Developments” included in Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although the Company’s estimates consider current conditions, the inputs into certain of the Company’s significant and critical accounting estimates include judgments and assumptions about the economic implications of the COVID-19 pandemic and how management expects them to change in the future, as appropriate. 9 It is reasonably possible that actual results experienced may differ materially from the Company’s estimates in future periods, which could materially affect our results of operations and financial condition. 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 utilizes foreign currency forward contracts to limit its exposure to net asset balances held in non-functional currencies, primarily at its U.K. subsidiary. 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 . Foreign currency forward contracts are carried at fair value, with net realized and unrealized gains and losses recognized in other income (expense), net 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 February 28, 2022, the Company had a notional amount of $ 4.5 million outstanding in foreign currency forward contracts, which matured on March 30, 2022 . Unrealized net gains and losses related to foreign currency forward contracts were no t significant at February 28, 2022 and August 31, 2021 . Realized net gains and losses related to foreign currency forward contracts were no t significant for both the three and six months ended February 28, 2022 and 2021. 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 February 28, 2022, 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 and are recorded at carrying value. The Company estimates that the fair value of its senior notes, based on Level 2 inputs, was approximately $ 64.8 million as of February 28, 2022, which was determined based on a discounted cash flow analysis using current market interest rates for instruments with similar terms, compared to their carrying value of $ 68.8 million . During the six months ended February 28, 2022, the Company did no t record any significant nonrecurring fair value measurements for assets or liabilities in periods subsequent to their initial recognition. ‎ 10 Internal-Use Software and Cloud Computing Arrangements The Company capitalizes costs related to computer software obtained or developed for internal use. Software obtained for internal use has generally been enterprise-level business and finance software that the Company customizes to meet its specific operational needs. Costs incurred in the application development phase are capitalized as property and equipment in the Company’s consolidated balance sheets and are depreciated using the straight-line method over their estimated useful lives. The Company also enters into certain cloud-based software hosting arrangements. In evaluating whether cloud computing arrangements include an embedded internal-use software license, management considers whether the Company has the contractual right to take possession of the software during the hosting period without significant penalty and whether it is feasible to either i) run the software on the Company’s hardware, or ii) contract with another party unrelated to the vendor to host the software. If management determines a cloud computing arrangement includes an embedded software license, the Company accounts for the software license element of the arrangement consistent with the acquisition of other internal-use software licenses. If a cloud computing arrangement does not include a software license, the Company accounts for the arrangement as a service contract. For such cloud computing service contracts, the Company capitalizes certain implementation costs such as the configuration, coding and customization of the software. Capitalizable cloud computing arrangement costs are generally consistent with those incurred during the application development stage for internal-use software, however, these costs are capitalized as “other assets” in the Company’s consolidated balance sheets. The Company amortizes these capitalized cloud computing implementation costs into selling, general and administrative expenses using the straight-line method over the fixed, non-cancellable term of the associated hosting arrangement, plus any reasonably certain renewal periods. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years . However, the useful lives of major information system installations such as implementations of enterprise resource planning (“ERP”) systems are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company applies the same impairment model to both internal-use software and capitalized cloud computing implementation costs. Recently Adopted 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 amended existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year. The Company adopted this new guidance on September 1, 2021 , and the adoption of this guidance did not have a material impact on its consolidated financial statements and related disclosures. Note 3. Inventories Inventories are stated at the lower of cost or net realizable value 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): February 28, August 31, 2022 2021 Product held at third-party contract manufacturers $ 7,218 $ 9,036 Raw materials and components 12,526 8,981 Work-in-process 1,379 802 Finished goods 54,414 36,933 Total $ 75,537 $ 55,752 11 Note 4. Property and Equipment and Capitalized Cloud-Based Software Implementation Costs Property and equipment, net, consisted of the following (in thousands): February 28, August 31, 2022 2021 Machinery, equipment and vehicles $ 36,004 $ 22,504 Buildings and improvements 29,655 29,697 Computer and office equipment 6,094 5,742 Internal-use software 10,785 10,559 Furniture and fixtures 2,809 2,794 Capital in progress 18,236 31,016 Land 4,379 4,406 Subtotal 107,962 106,718 Less: accumulated depreciation and amortization ( 38,628 ) ( 36,573 ) Total $ 69,334 $ 70,145 At August 31, 2021, capital in progress on the balance sheet included $ 30.3 million associated with capital costs related to proprietary machinery and equipment for the Company’s next generation of delivery systems for its WD-40 Smart Straw ® products. During the six months ended February 28, 2022, $ 13.5 million of this machinery and equipment was placed in service and thus the Company reclassified these amounts from capital in progress to machinery, equipment and vehicles. As of February 28, 2022 and August 31, 2021, the Company’s balance sheet included $ 4.7 million and $ 2.6 million, respectively, of capitalized cloud-based implementation costs recorded as other assets within the Company’s condensed consolidated balance sheets. Accumulated amortization associated with these assets were no t significant as of February 28, 2022 and August 31, 2021. Amortization expense associated with these assets were no t significant for the three or six months ended February 28, 2022 or February 28, 2021. 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, 2021 $ 85,476 $ 9,184 $ 1,209 $ 95,869 Translation adjustments ( 12 ) ( 103 ) - ( 115 ) Balance as of February 28, 2022 $ 85,464 $ 9,081 $ 1,209 $ 95,754 During the second quarter of fiscal year 2022, the Company performed its annual goodwill impairment test. The annual goodwill impairment test was performed at the reporting unit level as required by the authoritative guidance as of the Company’s most recent goodwill impairment testing date, December 1, 2021. During the fiscal year 2022 annual goodwill impairment test, the Company performed a qualitative assessment of each reporting unit to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount. In performing this qualitative assessment, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of each of its reporting units. Factors that were considered included, but were not limited to, the following: (1) macroeconomic conditions, including the impacts of the COVID-19 pandemic; (2) industry and market conditions; (3) historical financial performance and expected financial performance; (4) other entity specific events, such as changes in management or key personnel; and (5) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions. ‎ 12 Based on the results of this qualitative assessment, the Company determined that 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 and, thus, a quantitative analysis was not required. As a result, the Company concluded that no impairment of its goodwill existed as of December 1, 2021. In addition, the Company concluded that 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, 2021 through February 28, 2022. To date, there have been no impairment losses identified and recorded related to the Company’s goodwill. Definite-lived Intangible Assets The Company’s definite-lived intangible assets, which include the Spot Shot, Carpet Fresh, 1001, EZ REACH and GT85 trade names, 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): February 28, August 31, 2022 2021 Gross carrying amount $ 36,407 $ 36,657 Accumulated amortization ( 29,929 ) ( 29,413 ) Net carrying amount $ 6,478 $ 7,244 There has been no impairment charge for the six months ended February 28, 2022 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 six months ended February 28, 2022 are summarized below (in thousands): Americas EMEA Asia-Pacific Total Balance as of August 31, 2021 $ 5,495 $ 1,749 $ - $ 7,244 Amortization expense ( 528 ) ( 195 ) - ( 723 ) Translation adjustments - ( 43 ) - ( 43 ) Balance as of February 28, 2022 $ 4,967 $ 1,511 $ - $ 6,478 The estimated amortization expense for the Company’s definite-lived intangible assets is not significant in any future individual fiscal year. ‎ 13 Note 6. Accrued and Other Liabilities Accrued liabilities consisted of the following (in thousands): February 28, August 31, 2022 2021 Accrued advertising and sales promotion expenses $ 12,308 $ 11,796 Accrued professional services fees 2,134 2,122 Accrued sales taxes and other taxes 3,462 1,708 Deferred revenue 3,976 3,696 Short-term operating lease liability 1,866 1,903 Other 4,384 4,433 Total $ 28,130 $ 25,658 Accrued payroll and related expenses consisted of the following (in thousands): February 28, August 31, 2022 2021 Accrued incentive compensation $ 4,800 $ 14,068 Accrued payroll 4,728 4,746 Accrued profit sharing 1,068 3,273 Accrued payroll taxes 1,975 2,952 Other 562 623 Total $ 13,133 $ 25,662 Note 7. Debt As of February 28, 2022, the Company held borrowings under two separate agreements as detailed below. Note Purchase and Private Shelf Agreement The Company holds borrowings under its 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”). As of February 28, 2022, the Company had outstanding balances on its series A, B and C notes issued under this Note Agreement. Credit Agreement The Company’s Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America consists of a revolving commitment for borrowing by the Company up to $ 150.0 million with a sublimit of $ 100.0 million for WD-40 Company Limited, a wholly owned operating subsidiary of the Company for Europe, the Middle East, Africa and India. The Credit Agreement currently has a maturity date of September 30, 2025 . On November 29, 2021, the Company entered into its most recent amendment to the Credit Agreement (the “LIBOR Amendment”) with Bank of America. The LIBOR Amendment changed the Company’s index rates under the Credit Agreement for British Pound Sterling and U.S. Dollar borrowings from the London Interbank Offered Rate as administered by ICE Benchmark Administration to the Sterling Overnight Index Average Reference Rate and the Bloomberg Short-term Bank Yield Index rate, respectively, as well as certain definitions and clarifications within the Credit Agreement to accommodate the change in index rates. The impact of the LIBOR Amendment was insignificant to the Company’s consolidated financial statements. 14 Short-term and long-term borrowings under the Company’s Credit Agreement and Note Agreement consisted of the following (in thousands): February 28, August 31, Issuance Maturities 2022 2021 Credit Agreement - revolving credit facility (1) Various 9/30/2025 $ 46,047 $ 46,540 Note Agreement Series A Notes - 3.39 % fixed rate (2) 11/15/2017 2021 - 2032 16,800 17,200 Series B Notes - 2.50 % fixed rate (3) 9/30/2020 11/15/2027 26,000 26,000 Series C Notes - 2.69 % fixed rate (3) 9/30/2020 11/15/2030 26,000 26,000 Total borrowings 114,847 115,740 Short-term portion of borrowings ( 2,038 ) ( 800 ) Total long-term borrowings $ 112,809 $ 114,940 (1) The Company has the ability to refinance any draw under the line of credit with successive short-term borrowings through the maturity date. Outstanding draws for which management has the ability and intent to refinance with successive short-term borrowings for a period of at least twelve months are classified as long-term. As of February 28, 2022, $ 44.8 million on this facility is classified as long-term and is denominated in Euros and Pound Sterling, whereas $ 1.2 million is classified as short-term and is denominated in U.S. Dollar. Euro and Pound Sterling denominated draws will fluctuate in U.S. Dollars from period to period due to changes in foreign currency exchange rates. (2) Principal payments are required semi-annually in May and November of each year in equal installments of $ 0.4 million through May 15, 2032 , resulting in $ 0.8 million classified as short-term. The remaining outstanding principal in the amount of $ 8.4 million will become due on November 15, 2032 . (3) Interest on notes is payable semi-annually in May and November of each year with no principal due until the maturity date. 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 of the Company’s capital stock and enter into certain merger or consolidation transactions. The Credit Agreement includes, among other limitations on indebtedness, a $ 125.0 million limit on other unsecured indebtedness. 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 and a half 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 February 28, 2022, the Company was in compliance with all debt covenants under both the Note Agreement and the Credit Agreement. ‎ 15 Note 8. Share Repurchase Plan On October 12, 2021, the Company’s Board of Directors (“Board”) approved a new share repurchase plan. Under the plan, which became effective on November 1, 2021, the Company is authorized to acquire up to $ 75.0 million of its outstanding shares through August 31, 2023. 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, subject to present loan covenants and in compliance with all laws and regulations applicable thereto. During the period from November 1, 2021 through February 28, 2022, the Company repurchased 78,637 shares at an average price of $ 230.98 per share, for a total cost of $ 18.2 million under this $ 75.0 million plan. Note 9. Earnings per Common Share The table below reconciles net income to net income available to common shareholders (in thousands): Three Months Ended February 28, Six Months Ended February 28, 2022 2021 2022 2021 Net income $ 19,508 $ 17,191 $ 38,063 $ 40,814 Less: Net income allocated to participating securities ( 73 ) ( 64 ) ( 137 ) ( 174 ) Net income available to common shareholders $ 19,435 $ 17,127 $ 37,926 $ 40,640 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 February 28, Six Months Ended February 28, 2022 2021 2022 2021 Weighted-average common shares outstanding, basic 13,679 13,700 13,773 13,687 Weighted-average dilutive securities 25 29 31 31 Weighted-average common shares outstanding, diluted 13,704 13,729 13,804 13,718 For the three and six months ended February 28, 2022, weighted-average stock-based equity awards outstanding that are non-participating securities in the amount of 9,280 and 7,212 , respectively, were excluded from the calculation of diluted EPS under the treasury stock method as they were anti-dilutive . For the three and six months ended February 28, 2021, there were no anti-dilutive stock-based equity awards outstanding. ‎ 16 Note 10. Revenue Recognition Disaggregation of Revenue The following table presents our revenues by segment and major source (in thousands): : Three Months Ended February 28, 2022: Six Months Ended February 28, 2022: Americas EMEA Asia-Pacific Total Americas EMEA Asia-Pacific Total Maintenance products $ 50,409 $ 52,093 $ 19,399 $ 121,901 $ 102,393 $ 107,536 $ 38,002 $ 247,931 HCCP (1) 4,088 1,970 2,027 8,085 8,392 4,082 4,327 16,801 Total net sales $ 54,497 $ 54,063 $ 21,426 $ 129,986 $ 110,785 $ 111,618 $ 42,329 $ 264,732 Three Months Ended February 28, 2021: Six Months Ended February 28, 2021: Americas EMEA Asia-Pacific Total Americas EMEA Asia-Pacific Total Maintenance products $ 41,310 $ 47,736 $ 13,682 $ 102,728 $ 89,812 $ 100,114 $ 27,146 $ 217,072 HCCP (1) 4,847 2,077 2,253 9,177 10,532 4,449 4,411 19,392 Total net sales $ 46,157 $ 49,813 $ 15,935 $ 111,905 $ 100,344 $ 104,563 $ 31,557 $ 236,464 (1) Homecare and cleaning products (“HCCP”) Contract Balances Contract liabilities consist 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 $ 4.0 million and $ 3.7 million as of February 28, 2022 and August 31, 2021, respectively. All of the $ 3.7 million that was included in contract liabilities as of August 31, 2021 was recognized to revenue during the six months ended February 28, 2022. These 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 February 28, 2022 and August 31, 2021. Note 11. Commitments and Contingencies Purchase Commitments The Company has ongoing relationships with various suppliers (contract manufacturers) that manufacture the Company’s products and third-party distribution centers that warehouse and ship the Company’s products to customers. 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 six 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 February 28, 2022, no such commitments were outstanding. 17 Litigation From time to time, the Company is subject to various claims, lawsuits, 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 February 28, 2022, there were no unasserted claims or pending proceedings for claims against the Company that the Company believes will result in a probable loss. 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, lawsuits, 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, 2021, which was filed with the SEC on October 22, 2021. 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 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 February 28, 2022 . 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 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 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 February 28, 2022 . Note 12. 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 20.1 % and 15.0 % of income before income taxes for the three months ended February 28, 2022 and 2021, respectively. The increase in the effective income tax rate from period to period was primarily due to a non-recurring benefit received in the prior year from the settlement of stock-based equity awards. The provision for income taxes was 19.9 % and 15.4 % of income before income taxes for the six months ended February 28, 2022 and 2021, respectively. The increase in the effective income tax rate from period to period was primarily due to non-recurring benefits received in the prior year from stock-based compensation, coupled with an increase in performance-based compensation that is not deductible for tax purposes in the current year. The Company is subject to taxation in the U.S. and in various state and foreign jurisdictions. Due to expired statutes, the Company’s federal income tax returns for years prior to fiscal year 2018 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 2018 are no longer subject to examination . The Company is currently under audit in various state jurisdictions for fiscal years 2018 through 2020. Estimated unrecognized tax benefits related to income tax positions affected 18 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 . Note 13. 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 February 28, 2022: Net sales $ 54,497 $ 54,063 $ 21,426 $ - $ 129,986 Income from operations $ 11,217 $ 13,715 $ 7,925 $ ( 8,114 ) $ 24,743 Depreciation and amortization expense $ 1,169 $ 813 $ 70 $ 43 $ 2,095 Interest income $ - $ - $ 21 $ - $ 21 Interest expense $ 486 $ 125 $ 2 $ - $ 613 February 28, 2021: Net sales $ 46,157 $ 49,813 $ 15,935 $ - $ 111,905 Income from operations $ 10,356 $ 14,176 $ 5,188 $ ( 9,065 ) $ 20,655 Depreciation and amortization expense $ 795 $ 807 $ 75 $ 80 $ 1,757 Interest income $ - $ 3 $ 16 $ - $ 19 Interest expense $ 491 $ 118 $ 1 $ - $ 610 Six Months Ended: February 28, 2022: Net sales $ 110,785 $ 111,618 $ 42,329 $ - $ 264,732 Income from operations $ 23,234 $ 27,928 $ 15,227 $ ( 17,586 ) $ 48,803 Depreciation and amortization expense $ 2,212 $ 1,597 $ 144 $ 129 $ 4,082 Interest income $ - $ - $ 46 $ - $ 46 Interest expense $ 984 $ 246 $ 3 $ - $ 1,233 February 28, 2021: Net sales $ 100,344 $ 104,563 $ 31,557 $ - $ 236,464 Income from operations $ 24,982 $ 31,919 $ 10,247 $ ( 18,101 ) $ 49,047 Depreciation and amortization expense $ 1,586 $ 1,563 $ 151 $ 158 $ 3,458 Interest income $ 1 $ 5 $ 32 $ - $ 38 Interest expense $ 946 $ 232 $ 2 $ - $ 1,180 (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. 19 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. Note 14. Subsequent Events Dividend Declaration On March 15, 2022, the Company’s Board declared a cash dividend of $ 0.78 per share payable on April 29, 2022 to shareholders of record on April 15 , 2022 . Changes to Executive Leadership and the Board On March 15, 2022, the Board adopted a resolution to increase the size of the Board from ten to eleven , effective immediately. On March 16, 2022, the Company announced the (i) retirement of Garry O. Ridge as CEO of the Company, effective August 31, 2022, (ii) the appointment of Steven A. Brass, currently the President and Chief Operating Officer (“COO”) of the Company, as CEO, effective September 1, 2022, and (iii) the appointment of Mr. Brass to the Board, effective March 15, 2022. Mr. Ridge will remain as an employee of the Company until January 2, 2023, after which he will serve as a consultant to the Company until June 30, 2023, and will remain on the Board of the Company and serve as Chairman, until December 13, 2022. In connection with Mr. Ridge’s retirement, the Company and Mr. Ridge entered into a Transition and Release Agreement on March 11, 2022 (the “Transition Agreement”) and signed the FY 2022 Restricted Stock Unit Award Agreement (“RSU Agreement”). Pursuant to the Transition Agreement, the Company granted him 5,347 restricted stock units (with a value of $ 1.0 million) with a grant date of March 17, 2022, which are scheduled to vest on June 30, 2023 , subject to certain terms and conditions in the Transition Agreement and/or the RSU Agreement. The foregoing description of the terms and conditions of the Transition Agreement and the RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement and the RSU Agreement, which are filed as Exhibit 10(c) and Exhibit 10(d), respectively, included in Part II-Item 6, “Exhibits” and incorporated by reference in this report. ‎ 20